Mar 31, 2025
a. Property that is held for long- term rental yields or for capital appreciation or both and that is not occupied by the Company, is classified as investment property. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses, if any. Subsequent costs are added to the carrying amount only when it is probable that it will increase its useful life. All other repairs and maintenance are charged to the Statement of Profit and Loss during the year in which they are incurred. Though the Company measures investment property using cost based measurement, the fair value of the investment property is disclosed in the notes. Fair value is determined based on an annual evaluation performed by an accredited external independent valuer applying a recognized and recommended valuation model.
b. Depreciation on investment property, is provided on a pro-rata basis on a written down value basis, over the useful life of the property estimated by management, in the manner prescribed in Schedule II of the Act. The propertyâs residual value, useful lives and method of depreciation are reviewed at the end of each reporting period and necessary adjustments are made accordingly, wherever required. The useful lives in the following cases are different from those prescribed in Schedule II of the Act:
Based on usage pattern, technical evaluation and internal assessment, management believes the useful lives, as given above best represent the period over which the management expects to use the properties. Hence, the useful lives of these properties is different from the lives as prescribed in Schedule II of the Companies Act, 2013.
c. The leasehold land has been amortised during the year by H 0.01 Crores (March 31, 2024: H 0.01 Crores) as per the accounting policy in terms of the Ind AS-40 on ''Investment Property''.
d. Investment property is derecognized when either it has been disposed off or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss arising on de-recognition of the investment property is included in the Statement of Profit and Loss. Transfers are made to/from investment property only when there is a change in its use. Transfers between investment property is made at the carrying amount of the property transferred. On transition to Ind AS, since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of its investment property as recognized in its Indian GAAP financial statements as deemed cost at the transition date, viz., April 01, 2016.
f. The Company has obtained independent valuation for its investment properties at H 17.28 Crores as on March 31, 2025 and H 18.25 Crores as on March 31, 2024 (included one investment property located at Silvassa, which was sold during the previous year). These valuations are based on valuations performed by K.S. Agrawal Associates, an accredited independent valuer. K.S.Agrawal Associates is a specialist in valuing these types of investment properties and reviewed the fair valuation based on best evidence of fair value determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence. Fair market value is the amount expressed in terms of money that may reasonably be expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have economic utility. The fair value is on âas is where is'' basis.
g. There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restrictions on remittance of income and proceeds of disposal.
h. The investment properties which are leasehold properties, realisability of the same is subject to the terms and conditions under the respective lease agreements.
i. The Company''s Investment Properties are given on cancellable lease for a period 1-10 years.
During the previous year ended March 31, 2024, the Company had acquired 17.70% equity stake w.e.f. August 29, 2023 in âHouse of Kieraya Limited. During the year ended March 31, 2025, the equity stake has been increased to 43.89%, pursuant to purchase of 53,95,540 equity shares through right issue and an additional acquisition of 3,50,000 equity shares of House of Kieraya Limited. Further, The Company also subscribed to 56,00,995 Compulsory Convertible Preference Shares through exercise of share warrants.
a. No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person.
b. Trade receivables are usually non-interest bearing and are on trade terms of 0 - 60 days.
c. For trade receivables, the Company has applied the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of the receivables on individual customer basis and not at portfolio level.
e. During year ended March 31, 2024, The carrying amounts of the trade receivables include receivables which are subject to a factoring arrangement. Under this arrangement, the company had transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the company has retained late payment and credit risk. The company therefore continued to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring agreement was presented as secured borrowing. The company considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised cost. However, such factoring agreements was discontinued and repaid during the year ended March 31, 2025.
Presenting Cash flows
Management considers that in substance the factor collects the amounts receivable on the entity''s behalf and retains the cash in settlement of the separate financing transaction. The company therefore presents the cash inflows received from the bank as financing cash inflows and the subsequent payments by the debtor as both operating cash inflows and financing cash outflows.
f. Refer note no. 50 for information about credit and market risk of trade receivables.
g. Realization from trade receivables held by Company are subject to hypothecation by bankers towards working capital limits obtained by the Company.
h. There are no unbilled receivables, hence the same is not disclosed in the ageing schedules.
i. Below is the ageing analysis of trade receivables :
(a) In certain cases, the Company provides its customers right to return the goods within a specified period. The Company uses the expected value method to estimate the goods that will not be returned because this method best predicts the amount of variable consideration to which the Company will be entitled. The requirements in Ind AS 115 on constraining estimates of variable consideration are also applied in order to determine the amount of variable consideration that can be included in the transaction price. For goods that are expected to be returned, the Company recognises Liability for expected sales return, a receivables on expected sales return (and corresponding adjustment to change in inventory is also recognised for the receivables on expected sales return from a customer).
*During the previous year ended March 31, 2024, the Company had raised money by the way of Qualified Institutions Placement (''QIP'') and allotted 1,11,31,725 equity shares of face value H 5/- each to the eligible qualified institutional buyers (QIB) at a price of H 1,078/- per equity share (including a premium of H 1,073 per equity share) aggregating to H 1,200.00 Crores on September 26, 2023. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Expenses incurred in relation to QIP includes H 58.47 Crores which has been adjusted from Securities Premium Account (refer note no. 21).
(c) Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of H 5/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
(e) Aggregate number and class of shares allotted as fully paid up by way of bonus shares
During the year ended March 31, 2025 and March 31, 2024, no shares were allotted as fully paid up by way of bonus shares. While during the year ended March 31, 2023, 4,87,82,808 fully paid up equity shares of H 5/- each were allotted by way of bonus shares to all the shareholders of Holding company in the ratio of 1:1.
(a) Securities Premium
The amount received in excess of face value of equity shares is recognised in Securities premium.
(b) Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.
Remeasurement of net defined benefit plans: Differences between the interest income on plan assets and the return actually achieved and any changes in liabilities over the year due to changes in actuarial assumption on experience adjustment with in the plan, are recognised in other comprehensive income and are adjusted to retained earning.
(c) Share based payment reserve
The fair value of the equity-settled share based payment transaction is recognised in standalone statement of profit and loss with corresponding credit to Share based payment reserve.
(d) Cash flow hedge reserve
The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss.
A. Term Loans from Banks
a. H & $ Term loans have been taken from JPMorgan Chase Bank, N.A., India & Kotak Mahindra Bank respectively during the year ended 31st March, 2022 for purchase of capital equipment''s for its Nandigram manufacturing unit and towards construction of Mandla (Jabalpur) manufacturing facility.
b. H Term Loan carries interest to be charged on loan linked to 1.37% over 3M T- Bill. Rates as applicable on the date of agreement shall be revised at interval of every 3 months. The loan is repayable in 16 equal installments with in 5 years of disbursement considering 1 year of moratorium period from the first disbursement.
c. $ Term Loan carries interest of 2.25% p.a. and is repayable in 16 equal installments with in 5 years of disbursement considering 1 year of moratorium period from the first disbursement.
d. $ & H Term loans has been secured by hypothecation of first charge on entire fixed assets (Movable fixed assets and immovable fixed assets)(refer note no. 65).
a. Trade payables due to related parties are disclosed in Note no. 46.
b. Trade payables for micro and small enterprises are non interest bearing and are normally settled on 7 days to 30 days credit terms.
c. Trade payables other than micro and small enterprises are non interest bearing and are normally settled on 60 days to 90 days credit terms.
d. Acceptances are arrangements where operational suppliers of goods and services are initially paid by banks/ financial institutions while the Company continues to recognise the liabilitty till settlement with the banks/ financial institutions, which are normally effected within a period of 90 days. The Company has implemented a supplier financing program available to certain key suppliers. Participation in this program is voluntary for suppliers. Suppliers opting into this arrangement are eligible to receive early payment for invoices issued to the Company through a third party financial institution.
To authorise early payments, the company must verify that the goods or services have been received and that the related invoices have been received. The financial institution processes any early payments before the original invoice due date. Regardless of early payment, the Company settles the full invoice amount directly with the financial institution based on the original payment terms. This arrangement does not alter the existing payment terms with suppliers and the Company does not provide any collateral or guarantees to the financial institution. The trade payables subject to the supplier financing program described above are included in trade payables in the standalone balance sheet:
a) Guarantee Commission
The Company earns guarantee commission on the guarantee given to Bank for the credit facility availed by its foreign subsidiaries.
b) Rental income
Rental income from operating leases where the Company is a lessor is recognized 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. It Includes rental income of H 1.96 Crores (March 31,2024: H 1.96 Crores) from Investment property (refer note no. 5).
c) Income from sale of investments
The Company earns profit/loss on sale of mutual funds, bonds, AIF and MLD. When these investments are sold, the cumulative gain or loss previously recognised in statement of profit or loss and recognised in Other Income Interest income from these financial assets is included in other income using the effective interest rate method.
d) Fair valuation adjustments of Investments
Fair value through profit and loss of Investments represent fair valuation changes in mutual funds & MLD which includes dividend declared and not distributed (distributed based on record dates) as at reporting dates which have not been recognised in financial statements.
e) Foreign Currency Transactions
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/Losses arising out of fluctuation in foreign exchange rate between the transaction date and settlement date are recognised in the Statement of Profit and Loss.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date and the exchange differences are recognised in the Statement of Profit and Loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
a) Provision for Warranty
Warranty provision is determined based on the historical percentage of warranty expense to sales for the same types of goods depending upon the warranty period offered. The percentage to the sales is applied to derive the warranty expense to be accrued. Actual warranty claims are settled against warranty provision. The warranty claims may not exactly match the historical warranty percentage, so such estimates are reviewed annually for any material changes in assumptions and likelihood of occurrence. Closing warranty provision is bifurcated into Current and Non-current based on the past settlement trend with the non-current portion being discounted to derive the present value. The assumptions are consistent with prior years.
B. Post employment benefits Defined benefit plans
Gratuity
The employeesâ gratuity fund scheme, which is a defined benefit plan, is managed by a trust with effect from 2019 and is being maintained by SFL Employees gratuity trust. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure on 15 days of last drawn salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
This plan is governed by the Payment of Gratuity Act 1972, which requires that each employee who has completed 5 years of service shall be entitled to gratuity which is equal to salary of 15 days for each completed year of service.
i. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
ii. Information given for retirement age is based on Indiaâs standard mortality table with modification to reflect expected changes in mortality/ others.
Quantitative sensitivity analysis for significant assumptions as at March 31, 2025 is shown below:
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting year, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss, Other Comprehensive Income and the funded status and amounts recognised in the Balance Sheet for the gratuity plan. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.
Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
a. Asset volatility:
The plan liabilities are calculated using a discount rate set with reference to government bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk. A portion of the funds are invested in equity securities. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment mix in the continuing years.
b. Changes in discount rate:
A decrease in discount rate will increase plan liabilities, although this will be partially offset by an increase in the value of the plansâ assets holdings.
c. Inflation risks
Gratuity payments are not linked to inflation, so this is a less material risk.
The Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the employee benefit plans. Within this framework, the Companyâs ALM objective is to match assets to the pension obligations by investing in long-term fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. The Company uses derivatives to manage some of its risk. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.
A large portion of assets consists of unit linked group insurance plan which further invests in government and corporate bonds, equities, money market instruments & public deposits. The plan asset mix is in compliance with the requirements of the respective local regulations.
Share based payments a) Employee option plan
The establishment of the Sheela Foam Limited - Employees Stock Option Plan 2022â (âSF ESOP - 2022â) was approved by shareholders at the 2022 annual general meeting. The Employee Option Plan is designed to provide long term incentive for people who are in the employment of the Company, whether working in India or outside India, including Director of the Company, whether Whole time director or not, including a non-executive director, but excluding Promoter, Promoter group and independent Directors, a director
who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the company to deliver long-term shareholder returns. Under the plan, participants are granted options which vest upon completion of upto three years or on satisfaction of market conditions. Participation in the plan is at the board''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
(i) Fair value of options granted basis service vesting period
The fair value at the grant date of options granted during the year ended March 31, 2025 ranges from H 900.97 to H 1081.63 (March 31, 2024: H 1081.02 to H 1081.63).
The fair value at grant date is independently determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
(ii) Fair value of options granted basis satisfaction of market conditions
The fair value at the grant date of options granted during the year ended March 31, 2024 was H 2347.47. No options were granted during the year.
The fair value at grant date is independently determined using the Monte Carlo Simulations (MCS), which is used to model the probabilities of different outcomes in a process that cannot easily be predicted due to the intervention of random variables. It is a technique used to understand the impact of risk and uncertainty in prediction and forecasting models. We have forecasted the multiple possibilities of change in share price by using the MCS method for calculating the expected market capitalization.
a) The transactions with related parties are made on terms equivalent to those that prevail in armâs length transactions. Outstanding balances at the year-end for trade payables/receivables are unsecured and interest free and loan balances carry interest, further settlements occurs in cash. For the year ended March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
b) Details of financial/Corporate guarantees given are as below:
(i) Company has given a Corporate guarantee of AUD 20 million on April 09, 2021 and an additional guarantee on dated December 20, 2022 of AUD 5 Million and further additional guarantee on dated December 18, 2024 of AUD 3.885 Million towards term loan granted by Citi Bank, Australia for its subsidiary Company Joyce Foam PTY Limited., Australia.
(ii) Company has given financial guarantee of EURO 20 million on September 25, 2019 towards term loan granted by Citi Bank, Spain for its subsidiary company International Foam Technologies SL, Spain and the same was reduced to EURO 10.75 million at the year ending March 31, 2024 and same was further reduced to EURO 8.60 million at the year ended March 31, 2025.
(A) Company as lessee
(i) The Companyâs significant leasing arrangements are in respect of the following assets:
The Company has leases of land and buildings for offices, warehouses and service centers. Right of Use Assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The lease terms for leasehold buildings ranges between 2 years to 5 years and leasehold land range between 2 to 99 years.
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 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.
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.
Quantitative disclosures of fair value measurement hierarchy for financial instruments as at March 31, 2025:
The Companyâs 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 Companyâs operations. Further, the Company has financial risk / exposure of financial guarantees given to the banks towards security against the loans taken by its subsidiaries, however, considering that there is no expected credit losses, there is no financial liability as at the year end on this account. The Companyâs 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 Companyâs 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 Companyâs 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 Companyâs senior management that the Companyâs 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 that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include deposits from dealers, investments and foreign currency receivables and payables.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March 31, 2024.
The analysis exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.
The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2025 and March 31, 2024.
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 Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. The Company is exposed to foreign currencies such as "USD", "AED", "AUD", "GBP"and âEUROâ
Foreign currency sensitivity analysis
The Company is mainly exposed to USD, EURO, GBP, AED and AUD . The following table demonstrate the sensitivity to a reasonably possible change in respective exchange rates, with all other variables held constant.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for sensitivity change in foreign currency rates. A positive number below indicates an increase in profit or equity and vice-versa.
(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. Companyâs financial liabilities comprises mainly of interest-bearing deposits with dealers, however, these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialized foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI and Polyol, the Company has entered into various purchase contracts for these material for which there is an active market. The Companyâs management has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material and further the Company increases prices of its products as and when appropriate to minimize the impact of increase in raw material prices.
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, foreign exchange transactions 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. The company has evaluated its concentration of risk with respect to trade receivables as low. Out of trade receivables, 17% of trade receivebles consists of customer which is subsidiary of company. In accordance with IND AS 109, the company uses expected credit loss model to assess the impairment loss of individual customers and not at portfolio level or reversal thereof. All trade receivebles are reviewed and assessed for default on monthly basis.
The company has evaluated its concentration of risk with respect to trade receivables as low. Out of trade receivables, 17% of trade receivebles consists of customer which is subsidiary of company. In accordance with IND AS 109, the company uses expected credit loss model to assess the impairment loss of individual customers and not at portfolio level or reversal thereof. All trade receivebles 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 Companyâs finance department in accordance with the Companyâs policy. Investments of surplus funds are made in bank deposits, bonds, debentures and mutual funds. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter partyâs potential failure to make payments.
The Companyâs 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 Companyâs 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 Companyâs 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.
Financing arrangements
A portion of the Company''s trade payables form part of its supplier finance arrangement with select key suppliers. The payment terms for these trade payables remain identical to those of other payables. The Company does not view the arrangement as creating significant concentration of liquidity risk. Refer to note no. 29 for further details about the Company''s supplier finance arrangements.
NOTE 51: CAPITAL MANAGEMENT
The Companyâs 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 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 Companyâs 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 Companyâs 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.
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NOTE 52 : COMMITMENTS FOR EXPENDITURE (H in Crores) |
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|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances of H4.66 Crores ( March 31, 2024: H5.56 Crores)) |
5.93 |
24.31 |
|
Other Commitment (Corporate Guarantee given to banks and financial institution against credit facilities availed by Subsidiary Companies, Entities under common control and others) (also refer note no. 46) |
167.19 |
174.78 |
|
173.12 |
199.09 |
|
|
NOTE 53 : CONTINGENT LIABILITIES (H in Crores) |
||
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Claims against the Company not acknowledged as debt (refer note below) |
||
|
Disputed liabilities not adjusted as expenses in the Accounts for various years being in appeals towards |
||
|
Sales tax |
2.67 |
4.40 |
|
Entry tax |
1.94 |
1.94 |
|
Income tax |
7.60 |
5.40 |
|
Excise Duty |
2.90 |
2.89 |
|
Goods and Service Tax |
3.40 |
2.90 |
Note:
The Company is contesting these demands and the management including its advisers are of the view that these demands may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings will not have any material adverse effect on the Companyâs financial position and results of operations. The Company does not expect any reimbursement in respect of these contingent liabilities, and it is not practicable to estimate the timing of cash outflows, if any, in respect of these matters, pending resolution of the appellant proceedings.
Operating segment information
The Company is engaged in the manufacturing of the products of same type/class and has no overseas operations/units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing with the operating segments. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (âCODMâ). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Board of Directors of the Company.
The Company has common non-current operating assets for domestic as well as overseas market. Hence, separate figures for these assets are not required to be furnished.
The Company has appointed an independent consultant for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises undertaken during the financial year are on an "armâs length basis". The Transfer Pricing study under the Income Tax Act, 1961 in respect of transaction with the group companies for the financial year ended March 31, 2025 is not yet complete. Adjustments, if any, arising from Transfer Pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. During the current year, the Transfer Pricing certificate under section 92E of Income Tax Act, 1961 for the year ended March 31, 2024 has been obtained and there are no adverse comments requiring adjustments.
(ii) Hedging activities Foreign Currency Risk
The Company designates derivative contracts or non derivative financial assets / liabilities as hedging instruments to mitigate the risk of movement in interest rates and foreign exchange rates for foreign exchange exposure on highly probable future cash flows attributable to a recognised asset or liability or forecast cash transactions.
Derivatives designated as hedging instruments are accounted for as cash flow hedges.
(iii) Hedge Effectiveness
For derivatives designated as hedging instruments, there is an economic relationship between the hedged items and the hedging instruments as the terms of the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable to the hedged risks.
(iv) Source of Hedge ineffectiveness
For derivatives designated as hedging instruments, in case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect of the counterparty''s credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items. The effect of this is not expected to be material.
The Code on Social Security 2020 (âthe Codeâ) relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
During the previous year ended March 31, 2024, the Holding Company has entered into a business transfer agreement dated July 17, 2023 for the acquisition of the âKurlon Enterprise Limitedâ (KEL). In terms of the business transfer agreement, the business has been acquired by the Holding Company with effect from October 20, 2023 (date of acquistion) and the fair value of assets and liabilities acquired have been determined by the Holding Company and accounted for in accordance with IND AS 103 - âBusiness Combinationâ. Subsequently, the Holding Company gained control of Kurlon Enterprise Limited (âKELâ) as a subsidiary for a consideration of 0 1,940.78 Crores. Accordingly, the financial statement for the year ended March 31, 2025 are not comparable to the previous year as presented.
a. Details of purchase consideration
The purchase price was provisionally accounted and allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. The Group has completed the purchase price allocation during the current year. Adjustments have been made on the finalisation of purchase price allocation and previous yearâs number have been restated accordingly. Details of the purchase consideration are as follows:
The purchase consideration has been finalised at H 1,970.78 Crores (Provisional amount as on March 31, 2024 was H 1,940.78 Crores) within the remeasurement period basis new information obtained about facts and circumstances that existed as on the acquisition date.
b. The Scheme of Amalgamation of the subsidiary of the Holding Company, i.e., Kurlon Enterprise Limited (âKELâ or âTransferor Companyâ) with Sheela Foam Limited (âSFLâ or âTransferee Companyâ) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (âSchemeâ) is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, Bench at Mumbai (âNCLTâ). The same will be accounted for in the books of accounts, in accordance with Appendix C to Ind AS-103 on the approval from NCLT.
NOTE 64 : INTEREST IN JOINT VENTURE
During the year ended March 31, 2024, the Company has acquired 17.70% equity stake w.e.f. August 29, 2023 in âHouse of Kieraya Limited (Furlenco)â. However, during the year ended March 31, 2025, the equity stake has been increased to 43.89%, pursuant to subscription of additional 53,95,540 equity shares through exercise of share warrants and right issue of House of Kieraya Limited. The country of incorporation or registration is also their principle place of business and the proportion of ownership interest is same as the proportion of voting rights.
Liabilities recognised in respect of Joint Venture pursuant to shareholders agreement, the Company has recognised liability against uncalled capital on share warrants (payable in 12 months from the date of acquisition i.e. August 29, 2023) amounting to 0 55.85 crores as at March 31, 2024 which has been subsequently paid off during the year ended March 31, 2025 (Refer note 30 )
Note based on the terms and conditions written on sanction letters by bank:
a. Term loan with JP Morgan & Kotak Mahindra Bank in the Company has been secured by hypothecation of first charge on entire fixed assets (Movable fixed assets and immovable fixed assets) for Nandigram and Jabalpur Plant.
b. Company owned fixed assets (moveable and immoveable) at manufacturing plants located at Jalpaiguri (West Bengal) , Sahibabad (Uttar Pradesh) , Rajpura (Punjab) and Erode( Tamilnadu) has been pledged as security against the financial guarantee of EURO 20 million on September 25, 2019 towards term loan granted by Citi Bank, Spain for its subsidiary Company International Foam Technologies S.L, Spain and the same was reduced to EURO 10.75 million at the year ending March 31, 2024 and the same was further reduced to Euro 8.60 millions at year ended March 31, 2025
c. Working capital loan and Factored receivables are secured by first charge on inventories and trade receivables subject to factoring arrangements.
NOTE 66: EXCEPTIONAL ITEMS
a. During the year ended March 31, 2024 includes loss of inventory and fixed assets amounting to C10.95 Crores due to fire outbroke at Silvassa location on June 28, 2023. Additionally, certain expenses pertaining to the fire amounting to ? 0.61 Crores has been recorded in the quarter ended March 31, 2024. Subsequently, all these amounts have been recovered from the insurance company and consequently, exceptional income has been recorded in the year ended March 31, 2025.
b. During the year ended March 31, 2024, the Company had executed the sale deeds in respect of certain land and building for a consideration of H 29.90 Crores and had recognised gain of H29.38 Crores as exceptional item.
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 operated throughout the year for all relevant transactions recorded in the software. Further, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of the preceding year, has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the accounting software.
(i) The Company has not advanced or lend or invested funds to any other persons or entities, 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.
(ii) The Company has not received any fund from any person or entities, 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,
There are no significant adjusting events after the reporting period.
The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification/disclosure.
Mar 31, 2024
a. Property that is held for long- term rental yields or for capital appreciation or both and that is not occupied by the Company, is classified as investment property. Investment properties are measured initially at cost,including transaction costs. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses, if any. Subsequent costs are added to the carrying amount only when it is probable that it will increase its useful life. All other repairs and maintenance are charged to the Statement of Profit and Loss during the year in which they are incurred. Though the Company measures investment property using cost based measurement, the fair value of the investment property is disclosed in the notes. Fair value is determined based on an annual evaluation performed by an accredited external independent valuer applying a recognized and recommended valuation model.
b. Depreciation on investment property, is provided on a pro-rata basis on a written down value basis, over the useful life of the property estimated by management, in the manner prescribed in Schedule II of the Act. The property''s residual value, useful lives and method of depreciation are reviewed at the end of each reporting period and necessary adjustments are made accordingly, wherever required. The useful lives in the following cases are different from those prescribed in Schedule II of the Act:
Based on usage pattern, technical evaluation and internal assessment, management believes the useful lives, as given above best represent the period over which the management expects to use the properties. Hence, the useful lives of these properties is different from the lives as prescribed in Schedule II of the Companies Act, 2013.
c. The leasehold land has been amortised during the year by H 0.01 Crores (March 31, 2023 : H 0.01 Crores) as per the accounting policy in terms of the Ind AS-40 on ''Investment Property.
d. Investment property is derecognized when either it has been disposed off or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss arising on de-recognition of the investment property is included in the Statement of Profit and Loss. Transfers are made to/from investment property only when there is a change in its use. Transfers between investment property is made at the carrying amount of the property transferred. On transition to Ind AS, since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of its investment property as recognized in its Indian GAAP financial statements as deemed cost at the transition date, viz., April 01, 2016.
f. The Company has obtained independent valuation for its investment properties at H 18.25 Crores as on March 31, 2024 and H 28.85 Crores as on March 31, 2023 ( includes one investment property located at Silvassa, which was sold during the year). These valuations are based on valuations performed by K.S. Agrawal Associates, an accredited independent valuer. K.S.Agrawal Associates is a specialist in valuing these types of investment properties and reviewed the fair valuation based on best evidence of fair value determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence. Fair market value is the amount expressed in terms of money that may reasonably be expectedto be exchanged between a willing buyer and a willing seller, with equityor both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have economic utility. The fair value is on âas is where isâ basis.
g. There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restrictions on remittance of income and proceeds of disposal.
h. The investment properties which are leasehold properties, realisability of the same is subject to the terms and conditions under the respective lease agreements.
i. The Company''s Investment Properties are given on cancellable lease for a period 1-10 years.
Notes :
a. No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person.
b. Trade receivables are usually non-interest bearing and are on trade terms of 0 - 60 days.
c. For trade receivables, the Company has applied the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of the receivables.
e. The carrying amounts of the trade receivables include receivables which are subject to a factoring arrangement. Under this arrangement, the company has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the company has retained late payment and credit risk. The company therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring agreement is presented as secured borrowing. The company considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised cost.
Management considers that in substance the factor collects the amounts receivable on the entity''s behalf and retains the cash in settlement of the separate financing transaction. The company therefore presents the cash inflows received from the bank as financing cash inflows and the subsequent payments by the debtor as both operating cash inflows and financing cash outflows.
f. Refer note no. 49 for information about credit and market risk of trade receivables.
g. Realization from trade receivables held by Company are subject to hypothecation by bankers towards working capital limits obtained by the Company.
NOTE 15 : CASH AND CASH EQUIVALENTS
For the purposes of the Statement of Cash Flows, cash and cash equivalents include cash on hand and in banks, cheques and drafts on hand. Cash and cash equivalents at the end of the reporting period as shown in the Statement of Cash Flows can be reconciled to the related items in the Balance Sheet as follows:
Notes:
a) There are no restrictions with regard to cash and cash equivalents as at the end of the reporting year and prior year.
b) Cash balances with bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of one to three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.
a. Prepaid expenses includes amount of H Nil (March 31, 2023: H 0.47 Crores) towards amount available for set off in pursuant of sub-rule(3) of rule 7 of the Companies (Corporate social responsibility policy) rules, 2014 (refer note no. 57).
b. In certain cases, the Company provides its customers right to return the goods within a specified period. The Company uses the expected value method to estimate the goods that will not be returned because this method best predicts the amount of variable consideration to which the Company will be entitled. The requirements in Ind AS 115 on constraining estimates of variable consideration are also applied in order to determine the amount of variable consideration that can be included in the transaction price. For goods that are expected to be returned, the Company recognises Liability for expected sales return, a receivables on expected sales return (and corresponding adjustment to change in inventory is also recognised for the receivables on expected sales return from a customer).
*During the year, the Company has raised money by the way of Qualified Institutions Placement (''QIP'') and allotted 1,11,31,725 equity shares of face value H 5/- each to the eligible qualified institutional buyers (QIB) at a price of H 1,078/-per equity share (including a premium of H 1,073 per equity share) aggregating to H 1,200.00 Crores on September 26, 2023. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Expenses incurred in relation to QIP includes H 58.47 Crores which has been adjusted from Securities Premium Account. (refer note no 21).
The Company has one class of equity shares having a par value ofH5/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
During the year ended March 31, 2024, no shares were allotted as fully paid up by way of bonus shares. While during the year ended March 31, 2023, 4,87,82,808 fully paid up equity shares ofH5/- each were allotted by way of bonus shares to all the shareholders in the ratio of 1:1.
(g) No class of shares have been issued as bonus shares or for consideration other than cash by the Company during the period of five years immediately preceding the current year end. However, certain bonus shares has been issued during the previous year, refer (e) above.
During amalgamation of the subsidiaries in the year 2012-13, the excess of net assets taken, over the cost of consideration paid was treated as capital reserve. During the previous year, Company had issued bonus shares in the ratio of 1:1 out of capital reserve of H 3.29 Crores.
The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. During the previous year, Company had issued bonus shares in the ratio of 1:1 out of general reserve of H 17.16 Crores.
The amount received in excess of face value of equity shares is recognised in Securities premium.
Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.
Remeasurement of net defined benefit plans: Differences between the interest income on plan assets and the return actually achieved and any changes in liabilities over the year due to changes in actuarial assumption on experience adjustment with in the plan, are recognised in other comprehensive income and are adjusted to retained earning.
The fair value change of debt instruments measured at fair value through other comprehensive income is recognised in Other comprehensive income. Upon derecognition, the cumulative fair value changes on the said instruments are reclassified to the standalone statement of profit and loss.
The fair value of the equity-settled share based payment transaction is recognised in standalone statement of profit and loss with corresponding credit to Share based payment reserve.
The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss.
a. J & $ Term loans have been taken from JPMorgan Chase Bank, N.A., India & Kotak Mahindra Bank respectively during the year ended 31st March, 2022 for purchase of capital equipment''s for its Nandigram manufacturing unit and towards construction of Mandla (Jabalpur) manufacturing facility.
b. J Term Loan carries interest to be charged on loan linked to 1.37% over 3M T- Bill. Rates as applicable on the date of agreement shall be revised at interval of every 3 months. The loan is repayable in 16 equal installments with in 5 years of disbursement considering 1 year of moratorium period from the first disbursement.
c. $ Term Loan carries interest of 2.25% p.a. and is repayable in 16 equal installments with in 5 years of disbursement considering 1 year of moratorium period from the first disbursement.
d. $ & J Term loans has been secured by hypothecation of first charge on entire fixed assets (Movable fixed assets and immovable fixed assets) (refer note no. 65).
a. Rated, Listed, Unsecured, 8.45% Coupon, Non-Convertible Debentures amounting to H 29.63 Crores (March 31,2023: NIL) included within Current maturities of Non-Convertible Debentures in note no. 28 and H 721.01 Crores (March 31,2023: NIL) included within Non-Convertible Debentures in note no. 22. It bears Interest rate of 8.45% and maturity ranges from April 2025 to October 2026.
Interest income from bonds at fair value through profit or loss is disclosed as interest income within other income. Interest income on financial assets at amortised cost is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income.
The Company earns guarantee commission on the guarantee given to Bank for the credit facility availed by its foreign subsidiaries.
Rental income from operating leases where the Company is a lessor is recognized 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. It Includes rental income of H 1.96 Crores (March 31,2023: H 2.17 Crores) from Investment property (refer note no. 5).
The Company earns profit/loss on sale of mutual funds, bonds, AIF and MLD. When these investments are sold, the cumulative gain or loss previously recognised in statement of profit or loss and recognised in other income. Interest income from these financial assets is included in other income using the effective interest rate method .
Fair value through profit and loss of Investments represent fair valuation changes in mutual funds & MLD which includes dividend declared and not distributed (distributed based on record dates) as at reporting dates which have not been recognised in financial statements.
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the company will comply with all attached conditions.
Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented within other income.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income.
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount, the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/Losses arising out of fluctuation in foreign exchange rate between the transaction date and settlement date are recognised in the Statement of Profit and Loss.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date and the exchange differences are recognised in the Statement of Profit and Loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
Warranty provision is determined based on the historical percentage of warranty expense to sales for the same types of goods depending upon the warranty period offered. The percentage to the sales is applied to derive the warranty expense to be accrued. Actual warranty claims are settled against warranty provision. The warranty claims may not exactly match the historical warranty percentage, so such estimates are reviewed annually for any material changes in assumptions and likelihood of occurrence. Closing warranty provision is bifurcated into Current and Non-current based on the past settlement trend with the non-current portion being discounted to derive the present value. The assumptions are consistent with prior years.
The employees'' gratuity fund scheme, which is a defined benefit plan, is managed by a trust with effect from 2019 and is being maintained by SFL Employees gratuity trust. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure on 15 days of last drawn salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
This plan is governed by the Payment of Gratuity Act 1972, which requires that each employee who has completed 5 years of service shall be entitled to gratuity which is equal to salary of 15 days for each completed year of service.
i. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
ii. Information given for retirement age is based on India''s standard mortality table with modification to reflect expected changes in mortality/others.
Quantitative sensitivity analysis for significant assumptions as at March 31, 2024 is shown below:
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting year, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss, Other Comprehensive Income and the funded status and amounts recognised in the Balance Sheet for the gratuity plan. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.
Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
a. Asset volatility:
The plan liabilities are calculated using a discount rate set with reference to government bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk. A portion of the funds are invested in equity securities. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment mix in the continuing years.
b. Changes in discount rate:
A decrease in discount rate will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' assets holdings.
c. Inflation risks:
Gratuity payments are not linked to inflation, so this is a less material risk.
The Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the employee benefit plans. Within this framework, the Company''s ALM objective is to match assets to the pension obligations by investing in long-term fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. The Company uses derivatives to manage some of its risk. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.
A large portion of assets consists of unit linked group insurance plan which further invests in government and corporate bonds, equities, money market instruments & public deposits. The plan asset mix is in compliance with the requirements of the respective local regulations.
The establishment of the SHEELA FOAM - Employees Stock Option Plan 2022- (''SF ESOP - 2022'') was approved by shareholders at the 2022 annual general meeting. The Employee Option Plan is designed to provide long term incentive for people who are in the employment of the Company, whether working in India or outside India, including Director of the Company, whether Wholetime director or not, including a non-executive director, but excluding Promoter, Promoter group and independent Directors, a director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the company to deliver long-term shareholder returns. Under the plan, participants are granted options which vest upon completion of upto three years or on satisfaction of market conditions. Participation in the plan is at the board''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
(i) Fair value of options granted basis service vesting period
The fair value at the grant date of options granted during the year ended March 31, 2024 ranges from H 1081.18 to H 1081.63.
The fair value at grant date is independently determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The expected price volatility is based on the historic volatility (based on the remaining life of options), adjusted for any expected changes to future volatility due to publicly available information.
(ii) Fair value of options granted basis satisfaction of market conditions
The fair value at the grant date of options granted during the year ended March 31, 2024 was H 2347.47.
The fair value at grant date is independently determined using the Monte Carlo Simulations (MCS), which is used to model the probabilities of different outcomes in a process that cannot easily be predicted due to the intervention of random variables. It is a technique used to understand the impact of risk and uncertainty in prediction and forecasting models. We have forecasted the multiple possibilities of change in share price by using the MCS method for calculating the expected market capitalization.
a) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end for trade payables/receivables are unsecured and interest free and loan balances carry interest, further settlements occurs in cash. For the year ended March 31, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
b) Details of financial/Corporate guarantees given are as below:
i. Company has given a Corporate guarantee of AUD 20 million on April 09, 2021 and an additional guarantee on dated December 20, 2022 of AUD 5 Million towards term loan granted by Citi Bank, Australia for its subsidiary Company Joyce Foam PTY Ltd., Australia.
ii. Company has given financial guarantee of EURO 20 million on September 25, 2019 towards termloan granted by Citi Bank, Spain for its subsidiary Company International Foam Technologie SL, Spain and the samewas redcued to EURO 10.75 million at the year ending March 31, 2024.
(i) The Company''s significant leasing arrangements are in respect of the following assets:
The Company has leases of land and buildings for offices, warehouses and service centres. Right of Use Assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The lease terms for leasehold buildings ranges between 3 years to 10 years and lease hold land range between 2 to 97 years.
(i) The Company has entered into lease agreements to lease the following properties which have been treated as "Investment Property".
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 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.
NOTE 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.
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.
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 Companys operations. Further, the Company has financial risk / exposure of financial guarantees given to the banks towards security against the loans taken by its subsidiaries, 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:
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 prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include deposits from dealers, investments and foreign currency receivables and payables.
The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023.
The analysis exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.
The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2024 and March 31, 2023.
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). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. The Company is exposed to foreign currencies such as "USD", "AED", "AUD", "GBP" and "EURO".
Foreign currency sensitivity analysis
The Company is mainly exposed to USD, EURO, GBP, AED and AUD . The following table demonstrate the sensitivity to a reasonably possible change in respective exchange rates, with all other variables held constant.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for sensitivity change in foreign currency rates. A positive number below indicates an increase in profit or equity and vice-versa.
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 deposits with dealers, however, these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialized foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI and Polyol, the Company has entered into various purchase contracts for these material for which there is an active market. The Company''s management has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material and further the Company increases prices of its products as and when appropriate to minimize the impact of increase in raw material prices.
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, foreign exchange transactions 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:
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.
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, bonds, debentures and mutual funds. 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, 2024 and March 31, 2023 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.
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 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, 2024 and March 31, 2023.
NOTE 54 : SEGMENT INFORMATION Operating segment information
The Company is engaged in the manufacturing of the products of same type/class and has no overseas operations/units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing with the 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 Board of Directors of the Company.
The revenue information is based on location of customers and excluding other operating revenue.
Non-current operating assets
The Company has common non-current operating assets for domestic as well as overseas market. Hence, separate figures for these assets are not required to be furnished.
NOTE 55 : TRANSFER PRICING
The Company has appointed an independent consultant for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises undertaken during the financial year are on an "arm''s length basis". The Transfer Pricing study under the Income Tax Act, 1961 in respect of transaction with the group companies for the financial year ended March 31, 2024 is not yet complete. Adjustments, if any, arising from Transfer Pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. During the current year, the Transfer Pricing certificate under section 92E of Income Tax Act, 1961 for the year ended March 31, 2023 has been obtained and there are no adverse comments requiring adjustments.
The Information has been given in respect of such suppliers to the extent they could be identified as "Micro and Small" enterprises on the basis of information available with the Company. Further, the amount payable to these parties is not overdue hence no interest is required to provided/accrued as at March 31, 2024 and March 31, 2023.
II The credit period for purchase of goods and services are normally up to 30 days. No interest is chargeable on trade payables. NOTE 57 : CORPORATE SOCIAL RESPONSIBILITY
As per provisions of Section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility ("[CSR''). Accordingly, a CSR committee has been formed for carrying out CSR activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development projects as per the Schedule VII of the Companies Act, 2013.
g) Corporate social responsibility expenses of Company are managed by related party -Sleepwell foundation (refer note no. 45).
* The Company has transferred unspent CSR amount, in respect of ongoing projects, as at the end of the financial year, to a special bank account within a period of thirty days from the end of the financial year in compliance with provision of Section 135(6) of the Companies Act, 2013.
NOTE 58 : DERIVATIVES AND HEDGING (i) Classification of derivatives
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are accounted for at fair value through profit or loss. Information about the derivatives used by the Company and outstanding as at the end of the financial year is provided below:
The Company designates derivative contracts or non derivative financial assets / liabilities as hedging instruments to mitigate the risk of movement in interest rates and foreign exchange rates for foreign exchange exposure on highly probable future cash flows attributable to a recognised asset or liability or forecast cash transactions
For derivatives designated as hedging instruments, there is an economic relationship between the hedged items and the hedging instruments as the terms of the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable to the hedged risks.
For derivatives designated as hedging instruments, in case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect of the counterparty''s credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items. The effect of this is not expected to be material.
NOTE 60 : THE CODE ON SOCIAL SECURITY 2020
The Code on Social Security 2020 ("The Code") relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
NOTE 62 : SCHEME OF AMALGAMATION BETWEEN THE COMPANY AND INTERNATIONAL COMFORT TECHNOLOGIES PRIVATE LIMITED (ICTPL)
The Board of Directors of the Company and Its wholly owned subsidiary, International Comfort Technologies Private Limited (ICTPL) (Transferor Companyâ) have in their respective board meetings held on November 08, 2022 have considered and approved the Scheme of Amalgamation of ICTPL with the Company, subject to all the necessary statutory / regulatory approvals. As per the said scheme, the undertaking of the transferor company shall stand transferred and vested in the Company (transferee company) on a going concern basis without and further act, deed of matter. As a result, the transaction has been accounted in accordance with âPooling of Interest Methodâ laid down by Appendix C (Business Combinations of Entities under Common Control) of Indian Accounting Standard 103 (Ind AS 103), notified under the Companiesâ Act, 2013.
The scheme envisages transfer of all properties, rights, assets, interests and claim of the Transferor Company to the Transferee Company. Pursuant to the scheme coming into effect, all the equity shares held by the Transferee Company in the Transferor Company shall stand cancelled automatically. Hon''ble National Company Law Tribunal (NCLT), New Delhi bench vide its order dated February 09,2024 approved the Scheme of Amalgamation of ICTPL with the Company under Section 230 and 232 of Companies Act, 2013. The Scheme became effective upon filing of the aforesaid order with Registrar of Companies (ROC) on lanuary 01,2022. The amalgamation has been accounted for under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) rules, 2014.
In accordance with Appendix C of Ind AS 103, the difference between the carrying value of the Investment in the books of transferee company and the amount of net assets of the transferor company has been adjusted in capital reserves as per the scheme. The current accounting period and comparative accounting period presented in the financial statements of the Company and accompanying Notes have been prepared by including the accounting effects of the acquisition of the business, as stated above, as if the purchase had occurred from the beginning of the comparative period in the financial statements, i.e. April 01,2022.
NOTE 63 : ACQUISTION OF KURLON ENTERPRISE LIMITED
(a) The Company has entered into a business transfer agreement dated July 17, 2023 for the acquisition of the ''Kurlon Enterprise Limited'' (KEL). In terms of the business transfer agreement, the business has been acquired by the Company with effect from October 20, 2023 (date of acquisition) and the fair value of assets and liabilities acquired have been determined by the Company and accounted for in accordance with IND AS 103 - "Business Combination". Subsequently, the Company gained control of Kurlon Enterprise Limited ("KEL") as a subsidiary for a consideration of J 1,940.78 Crores.
(b) The Scheme of Amalgamation of the subsidiary of the Company, i.e., Kurlon Enterprise Limited ("KEL" or "Transferor Company") with Sheela Foam Limited ("SFL"âorâTransferee Company) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, Bench at Mumbai ("NCLT").
The same will be accounted for in the books of accounts, in accordance with Appendix C to Ind AS-103 on the approval from NCLT.
NOTE 64 : INTEREST IN JOINT VENTURE
During the year, the Company has entered into an agreement with shareholders of ''House of Kieraya Private Limited (Furlenco)'' to acquire 35% stake on fully diluted basis w.e.f. August 29, 2023. Accordingly, the Company has invested J 360.70 Crores (including acquisition cost of J 4.75 Crores) to acquire equity stake of 17.70%. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.
a. Term loan with JP Morgan & Kotak Mahindra Bank in the Company has been secured by hypothecation of first charge on entire fixed assets (Movable fixed assets) for Nandigram and Jabalpur Plant.
b. Company owned fixed assets (moveable and immoveable) at manufacturing plants located at Jalpaiguri (West Bengal) ,
Sahibabad (Uttar Pradesh) , Rajpura (Punjab) and Erode (Tamilnadu) has been pledged as security against the financial guarantee of EURO 20 million on September 25, 2019 towards term loan granted by Citi Bank, Spain for its subsidiary Company International Foam Technologies S.L, Spain and the same was reduced to EURO 10.75 million at the year ending March 31, 2024.
c. Working capital loan and Factored receivables are secured by first charge on inventories and trade receivables subject to factoring arrangements.
NOTE 66 : EXCEPTIONAL ITEMS
(a) During the year, a fire broke out at the Silvassa location on June 28, 2023, resulting in the loss of inventory and fixed assets (including dismantling costs) amounting to H 11.56 crores. The Company has recognized this loss as an ''Exceptional item'' in the statement of profit and loss. The Company has filed an insurance claim; however, due to the absence of reasonable certainty regarding its collection, the potential recovery has not been accounted for in these financial statements.
(b) During the year, the Company has executed the sale deeds in respect of certain.land and building for a consideration of H 29.90 Crores and has recognised gain of H 29.38 Crores as exceptional item.
NOTE 70: UTILISATION OF BORROWED FUNDS
(i) The Company has not advanced or loaned or invested funds to any other persons or entities, 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.
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whetherrecorded 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,
NOTE 71 : EVENTS AFTER THE REPORTING PERIOD
There are no significant adjusting events after the reporting period.
NOTE 72 : DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
NOTE 73 : UNDISCLOSED INCOME
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
NOTE 74 : DETAILS OF BENAMI PROPERTY HELD
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
NOTE 75 : RELATIONSHIP WITH STRUCK OFF COMPANIES UNDER SECTION 248 OF THE COMPANIES ACT, 2013 OR SECTION 560 OF COMPANIES ACT, 1956
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
NOTE 76 : COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
NOTE 77 :
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. NOTE 78 : REGROUPPING/ RECLASSIFICATION
Previous years figures have been regroupped/ reclassified whereever necessary to correspond with the current year''s classification/disclosure.
Mar 31, 2023
d. The Company has obtained independent valuation for its investment properties at H2,884.95 Lakhs as on March 31, 2023 and H 2,591.31 Lakhs as on March 31, 2022. These valuations are based on valuations performed by K.S. Agrawal Associates, an accredited independent valuer. K.S. Agrawal Associates is a specialist in valuing these types of investment properties and reviewed the fair valuation based on best evidence of fair value determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence.
Fair market value is the amount expressed in terms of money that may reasonably be expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have economic utility. The fair value is on ''as is where is'' basis.
e. There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restrictions on remittance of income and proceeds of disposal.
f. The investment properties which are leasehold properties, realisability of the same is subject to the terms and conditions under the respective lease agreements.
g. The Company''s Investment Properties are given on cancellable lease for a period 1-10 years.
(a) Prepaid expenses includes amount of H 47 Lakhs towards amount available for set off in pursuant of sub-rule(3) of rule 7 of the Companies (Corporate social responsibility policy) rules, 2014 (refer note no. 57).
(b) In certain cases, the Company provides its customers right to return the goods within a specified period. The Company uses the expected value method to estimate the goods that will not be returned because this method best predicts the amount of variable consideration to which the Company will be entitled. The requirements in Ind AS 115 on constraining estimates of variable consideration are also applied in order to determine the amount of variable consideration that can be included in the transaction price. For goods that are expected to be returned, the Company recognises liability for expected sales return, a receivables on expected sales return (and corresponding adjustment to change in inventory is also recognised for the receivables on expected sales return from a customer).
The Company has one class of equity shares having a par value of H 5/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
During amalgamation of the subsidiaries in the year 2012-13, the excess of net assets taken, over the cost of consideration paid was treated as capital reserve. During the year, Company had issued bonus share in the ratio of 1:1 out of capital reserve of H328.57 Lakhs.
(b) General reserve
The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. During the year, Company had issued bonus share in the ratio of 1:1 out of general reserve of H1,716.27 Lakhs.
(c) Cash flow hedge reserve
The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss.
There are no title deeds of Immovable Properties, which are not held in name of the Company.
A. Defined contribution plans
Company''s employees are covered by Provident Fund and Employees State Insurance Scheme/Fund and National Pension Scheme, to which the Company makes a defined contribution measured as a fixed percentage of salary. During the year, amount of H 712.80 Lakhs (March 31, 2022: H 654.37 Lakhs) has been charged to the Statement of Profit and Loss towards employer''s contribution to these schemes/funds as under:
Payable to the eligible employees as retention earned leave, after completion of service of five years, which can be en-cashed or accumulated till retirement. During the year Company had discontinued this policy. An amount of H Nil (March 31, 2022: H 146.01 Lakhs) has been charged to the Statement of Profit and Loss towards the said benefit.
C. Post employment benefits Defined benefit plans Gratuity
The employees'' gratuity fund scheme, which is a defined benefit plan, is managed by a trust with effect from 2019 and is being maintained by SFL Employees gratuity trust. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure on 15 days of last drawn salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
This plan is governed by the Payment of Gratuity Act 1972, which requires that each employee who has completed 5 years of service shall be entitled to gratuity which is equal to salary of 15 days for each completed year of service.
i. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
ii. Information given for retirement age is based on India''s standard mortality table with modification to reflect expected changes in mortality/ others.
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss, Other Comprehensive Income and the funded status and amounts recognised in the Balance Sheet for the gratuity plan. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.
The current service cost and the net interest expense for the year are included in the ''Employee benefits expense'' line item in the Statement of Profit and Loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
a. Asset volatility:
The plan liabilities are calculated using a discount rate set with reference to government bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk. A portion of the funds are invested in equity securities. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio.
The Company intends to maintain the above investment mix in the continuing years.
b. Changes in discount rate:
A decrease in discount rate will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' assets holdings.
Gratuity payments are not linked to inflation, so this is a less material risk.
The Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the employee benefit plans. Within this framework, the Company''s ALM objective is to match assets to the pension obligations by investing in long-term fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. The Company uses derivatives to manage some of its risk. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.
A large portion of assets consists of unit linked group insurance plan which further invests in government and corporate bonds, equities, money market instruments & public deposits. The plan asset mix is in compliance with the requirements of the respective local regulations.
a. The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end for trade payables/receivables are unsecured and interest free and loan balances carry interest, further settlements occurs in cash. For the year ended March 31, 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
b. Details of financial/Corporate guarantees given are as below:
i. Company has given a Corporate guarantee of AUD 20 million on April 09, 2021 and an additional guarantee on dated December 20, 2022 of AUD 5 Million towards term loan granted by Citi Bank, Australia for its subsidiary Company Joyce Foam PTY Ltd., Australia.
ii. Company has given financial guarantee of EURO 20 million on September 25, 2019 towards term loan granted by Citi Bank, Spain for its subsidiary Company International Foam Technologies SL, Spain.
iii. Company has given Corporate guarantee of H 7,000 Lakhs each on January 18, 2022 and January 19, 2022 towards term loan granted by Kotak Mahindra bank and JP Morgan Chase Bank N.A., India respectively for its subsidiary Company International Comfort Technologies Private Limited, India.
NOTE 46 : DISCLOSURES AS PER IND AS 116 âLEASESâ
(i) The Companyâs significant leasing arrangements are in respect of the following assets:
(a) The Company has leases of land and buildings for offices, warehouses and service centres. Right of Use Assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The lease terms for leasehold buildings ranges between 3 years to 10 years.
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 has disclosed financial instruments such as loans, investment in preference shares, 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.
NOTE 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 investment in preference shares, other investments, loans receivables and lease receivables included in level 3.
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, investment in pref. share, 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 of 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, comprise of deposits from dealers, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. Further, the Company has financial risk / exposure of financial guarantees given to the banks towards security against the loans taken by its subsidiaries, 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 that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include deposits from dealers, investments and foreign currency receivables and payables.
The sensitivity analysis in the following sections relate to the position as at March 31, 2023 and March 31, 2022.
The analysis exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations, provisions and the non-financial assets and liabilities.
The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2023 and March 31, 2022.
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). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. The Company is exposed to foreign currencies such as âUSDâ, âAEDâ, âAUDâ, âGBPâ and âEUROâ.
The Company is mainly exposed to USD, EURO, GBP, AED and AUD . The following table demonstrate the sensitivity to a reasonably possible change in respective exchange rates, with all other variables held constant.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for sensitivity change in foreign currency rates. A positive number below indicates an increase in profit or equity and vice-versa.
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 deposits with dealers, however, these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialized foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI and Polyol, the Company has entered into various purchase contracts for these material for which there is an active market. The Company''s management has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material and further the Company increases prices of its products as and when appropriate to minimize the impact of increase in raw material prices.
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, foreign exchange transactions 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 factors.
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.
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, bonds, debentures and mutual funds. 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, 2023 and March 31, 2022 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.
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 Managementâs 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, 2023 and March 31, 2022.
|
NOTE 51 : COMMITMENTS FOR EXPENDITURE |
(H in Lakhs) |
|
|
Particulars |
As at March 31, 2023 |
As at March 31, 2022 |
|
Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances of H 137.83 Lakhs ( March 31,2022: H 181.20 Lakhs)) |
67.52 |
379.12 |
|
Other Commitment (Corporate Guarantee given to banks and financial institution against credit facilities availed by Subsidiary Companies, Entities under common control and others) (refer note no. 45) |
34,354.00 |
29,300.85 |
|
Total |
34,421.52 |
29,679.97 |
|
NOTE 52 : CONTINGENT LIABILITIES (H in Lakhs) |
||
|
Particulars |
As at March 31, 2023 |
As at March 31, 2022 |
|
Claims against the Company not acknowledged as debt (refer note below) |
||
|
Disputed liabilities not adjusted as expenses in the Accounts for various years being in appeals towards |
||
|
Sales tax |
439.99 |
480.99 |
|
Entry tax |
194.11 |
194.11 |
|
Income tax |
564.99 |
439.12 |
|
Excise Duty |
410.57 |
410.57 |
Note:
The Company is contesting these demands and the management including its advisers are of the view that these demands may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings will not have any material adverse effect on the Company''s financial position and results of operations. The Company does not expect any reimbursement in respect of these contingent liabilities, and it is not practicable to estimate the timing of cash outflows, if any, in respect of these matters, pending resolution of the appellant proceedings.
The Company is engaged in the manufacturing of the products of same type/class and has no overseas operations/units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing with the operating segments. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (âCODMâ). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Board of Directors of the Company.
The revenue information is based on location of customers and excluding other operating revenue.
Non-current operating assets
The Company has common non-current operating assets for domestic as well as overseas market. Hence, separate figures for these assets are not required to be furnished.
The Company has appointed an independent consultant for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises undertaken during the financial year are on an âarm''s length basisâ. The Transfer Pricing study under the Income Tax Act, 1961 in respect of transaction with the group companies for the financial year ended March 31, 2023 is not yet complete. Adjustments, if any, arising from Transfer Pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. During the current year, the Transfer Pricing certificate under section 92E of Income Tax Act, 1961 for the year ended March 31, 2022 has been obtained and there are no adverse comments requiring adjustments.
The Information has been given in respect of such suppliers to the extent they could be identified as âMicro and Smallâ enterprises on the basis of information available with the Company. Further, the amount payable to these parties is not overdue hence no interest is required to provided/accrued as at March 31, 2023 and March 31, 2022.
II The credit period for purchase of goods and services are normally up to 30 days. No interest is chargeable on trade payables.
The Company designates derivative contracts or non derivative financial assets / liabilities as hedging instruments to mitigate the risk of movement in interest rates and foreign exchange rates for foreign exchange exposure on highly probable future cash flows attributable to a recognised asset or liability or forecast cash transactions.
Derivatives designated as hedging instruments are accounted for as cash flow hedges.
For derivatives designated as hedging instruments, there is an economic relationship between the hedged items and the hedging instruments as the terms of the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable to the hedged risks.
For derivatives designated as hedging instruments, in case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect of the counterparty''s credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items. The effect of this is not expected to be material.
NOTE 60 : THE CODE ON SOCIAL SECURITY 2020
The Code on Social Security 2020 (''the Code'') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
(i) 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.
(ii) 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.
NOTE 63 : EVENTS AFTER THE REPORTING PERIOD
There are no significant adjusting events after the reporting period.
NOTE 64 : DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
NOTE 66: DETAILS OF BENAMI PROPERTY HELD
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
NOTE 67: RELATIONSHIP WITH STRUCK OFF COMPANIES UNDER SECTION 248 OF THE COMPANIES ACT, 2013 OR SECTION 560 OF COMPANIES ACT, 1956
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
NOTE 71 : COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. NOTE 73: SCHEME OF AMALGAMATION WITH WOS OF THE COMPANY
The Scheme of Amalgamation of the wholly owned subsidiary of the Company, i.e., International Comfort Technologies Private Limited (âICTPLâ or âTransferor Companyâ) with Sheela Foam Limited (âSFLâ or âTransferee Companyâ) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (âSchemeâ) is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, Bench at Delhi (âNCLTâ). The same will be accounted for in the books of accounts, in accordance with appendix C to Ind AS-103 on the approval from NCLT.
Mar 31, 2022
The Company has obtained independent valuation for its investment properties at ''2,591.31 Lakhs as on 31st March 2022 and '' 1,946.90 as on March 31,2021. These valuations are based on valuations performed by K.S. Agrawal Associates, an accredited independent valuer. K.S. Agrawal Associates is a specialist in valuing these types of investment properties and reviewed the fair valuation based on best evidence of fair value determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence. Fair market value is the amount expressed in terms of money that may reasonably be expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have economic utility. The fair value is on ''as is where is'' basis.
There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restriction on remittance of income and proceeds of disposal.
The investment properties which are leasehold properties, realisability of the same is subject to the terms and conditions under the respective lease agreements.
The Company''s Investment Properties are given on cancellable lease for a period 0-10 years.
Trade receivables are usually non-interest bearing and are on trade terms of 0 - 60 days.
The Company applies the expected credit loss (ECL) model for measurement and recognition of impairment loss on trade receivables. The Company tracks changes in expected credit loss on trade receivables based on overdue outstanding exposure, expected default rate and basis exposure is secured/unsecured. ECL impairment loss allowance (or reversal) recognised during the year is recognised in the Statement of Profit and Loss.
Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of '' 5/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
Capital reserve
During amalgamation of the subsidiaries in the year 2012-13, the excess of net assets taken, over the cost of consideration paid was treated as capital reserve.
General reserve
The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956.
Payable to the eligible employees as retention earned leave, after completion of service of five years, which can be en-cashed or accumulated till retirement. During the year an amount of ''146.01 lakhs (Previous Year: '' 121.89 lakhs) has been charged to the Statement of Profit and Loss towards the said benefit.
The employees'' gratuity fund scheme, which is a defined benefit plan, is managed by a trust with effect from 2019 is being maintained by Sheela Foam Employees gratuity trust. Under the gratuity plan, every employee who has completed atleast five years of service gets a gratuity on departure on 15 days of last drawn salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. This plan is governed by the Payment of Gratuity Act 1972, which requires that each employee who has completed 5 years of service shall be entitled to gratuity which is equal to salary of 15 days for each completed year of service.
i. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
ii. I nformation given for retirement age is based on India''s standard mortality table with modification to reflect expected changes in mortality/ others.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss, Other Comprehensive Income and the funded status and amounts recognised in the Balance Sheet for the gratuity plan. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.
a. The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end for trade payable/receivable are unsecured and interest free and loan balances carry interest, further settlements occurs in cash. For the year ended March 31, 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
b. Details of financial/Corporate guarantees given are as below:
i. Company has given a Corporate guarantee of AUD 20 million on April 09, 2021 towards term loan granted by Citi Bank, Australia for its subsidiary company Joyce Foam Pty Ltd., Australia.
ii. Company has given financial guarantee of EURO 20 million on Sepetmber 25, 2019 towards term loan granted by Citi Bank, Spain for its subsidiary company International Foam Technologies SL, Spain.
iii. Company has given Corporate guarantee of INR 7000 lacs each on January 18, 2022 and January 19, 2022 towards term loan granted by Kotak Mahindra bank and JP Morgan Chase Banks respectively for its subsidiary company International Comfort Technologies Private Limited, India.
(i) The Company''s significant leasing arrangements are in respect of the following assets:
(a). The Company has lease of land and buildings for offices, warehouses and service centres. Right of Use Assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The lease terms for leasehold buildings ranges between 3 years to 9 years.
NOTE 46 : 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 has disclosed financial instruments such as 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.
NOTE 47 : FAIR VALUE HIERARCHY
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data
NOTE 48 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company''s principal financial liabilities, comprise of deposits from dealers, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. Further, the Company has financial risk / exposure of financial guarantees given to the banks towards security against the loans taken by its subsidiaries, however, considering that there is no expected credit losses, there is no financial liability as at the yearend 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:
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 prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include deposits from dealers, investments and foreign currency receivables and payables.
The sensitivity analysis in the following sections relate to the position as at 31 March 2022 and 31 March 2021.
The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.
The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2022 and March 31, 2021.
(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). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. The Company is exposed to foreign currencies such as "USD", "AED", "AUD", "GBP" and "Euro".
Foreign currency sensitivity analysis
The Company is mainly exposed to USD, EURO, GBP and AUD . The following table demonstrate the sensitivity to a reasonably possible change in respective exchange rates, with all other variables held constant.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for sensitivity change in foreign currency rates. A positive number below indicates an increase in profit or equity and vice-versa.
(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 deposits with dealers, however, these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.
(iii) Commodity price risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialized foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI and Polyol, the Company has entered into
various purchase contracts for these material for which there is an active market. The Company''s management has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material and further the Company increases prices of its products as and when appropriate to minimize the impact of increase in raw material prices.
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, foreign exchange transactions 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 factors.
(i) Trade receivables
Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating review and individual credit limits are defined in accordance with this assessment. The Company regularly monitors its outstanding customer receivables.
An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on provision matrix. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
(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, bonds, debentures and mutual funds. 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, 2022 and March 31, 2021 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.
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, short term investments and cash credit facility. 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
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''s capital management is to maximize the shareholder value and to ensure the Company''s ability to continue as a going concern.
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. There is no debt in the company. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2022, 31 March 2021 and 1 April 2020.
Operating segment information
The Company is engaged in the manufacturing of the products of same type/class and has no overseas operations/ units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing with the operating segments.
The Company has common non-current operating assets for domestic as well as overseas market. Hence, separate figures for these assets are not required to be furnished.
The Company has appointed an independent consultant for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises undertaken during the financial year are on an "arm''s length basis". The Transfer Pricing study under the Income Tax Act, 1961 in respect of transaction with the group companies for the financial year ended March 31,2022 is not yet complete. Adjustments, if any, arising from Transfer Pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. During the current year, the Tranfer Pricing certificate under section 92E of Income Tax Act, 1961 for the year ended March 31, 2021 has been obtained and there are no adverse comments requiring adjustments.
The Information has been given in respect of such suppliers to the extant they could be identified as "Micro and Small" enterprises on the basis of information available with the Company. Further, the amount payable to these parties is not overdue hence no interest is required to provided/accrued as at March 31,2022 and March 31,2021
II The credit period for purchase of goods and services are normally up to 30 days. No interest is chargeable on trade payables.
NOTE 59 : THE CODE ON SOCIAL SECURITY 2020
The Code on Social Security 2020 (''the Code'') relating to employee benefits, during the employment and postemployment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
(i) 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"
(ii) 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,
NOTE 62 : EVENTS AFTER THE REPORTING PERIOD
There are no significant adjusting events after the reporting period.
NOTE 63 : DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The company has not traded or invested in Crypto currency or Virtual currency during the financial year.
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
NOTE 65: DETAILS OF BENAMI PROPERTY HELD
The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.
NOTE 66: RELATIONSHIP WITH STRUCK OFF COMPANIES UNDER SECTION 248 OF THE COMPANIES ACT, 2013 OR SECTION 560 OF COMPANIES ACT, 1956
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
Mar 31, 2019
1. COMPANY INFORMATION
Sheela Foam Limited (âthe Companyâ) is a ISO 9001:2000 public limited company incorporated in India, with its registered office in New Delhi. The Company is listed on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE).
The Company pioneered in the manufacturing of polyurethane foams in India, has 9 manufacturing facilities using the state-of-the-art technology at strategic locations across the country.
The financial statements for the year ended March 31, 2019 were approved by the Board of Directors and authorized for issue on May 4, 2019.
The Company is evaluating the impact of above standard/amendment on its financial statements.
2.1 ReferâPara-2.2â of Significant Accounting Policiesâ for depreciation on property, plant and equipment.
2.2 The leasehold land has been amortised during the year by Rs. 14.62 lakhs (Previous Year: Rs. 14.34 lakhs) as per the accounting policy in terms of the Ind AS-16on âProperty. Plant and Equipmentâ.
2.3 Capital Work-in-progress represents assets under construction/installation at various sites/ plants and include under noted pre-operative expenditure pending allocation on commencement of commercial production.
2.4 Building(Flat) at Jaypee Greens Greater Noida. has been leased fora period of 11 months w.e.f. 15th September. 2018. subject to renewal for subsequent years by mutual consent. Accordingly cost of Rs. 309.12 lakhs and accumulated depreciation of Rs. 35.95 lakhs thereon has been transferred from the âProperty, plant and equipmentâ to âInvestment Propertyâ as per the accounting policy in terms of Ind AS 40 - Investment Property.
3.1 ReferâPara- 2.3â of Significant Accounting Policiesâ for depreciation and measurement of investment property.
3.2 The leasehold land has been amortised during the year by Rs. 0.91 lakhs (Previous Year: Rs. 0.91 lakhs) as per the accounting policy in terms of the Ind AS-40 on âInvestment Propertyâ.
3.3 The Company has obtained independent valuation for its investment property at Rs. 791.77 lakhs as at 31st March. 2019 and has reviewed the fair valuation based on best evidence of fair value determined using replacement cost of an asset of equivalent utility, depreciation and obsolescence. Fair market value is the amount expressed in terms of money that may reasonably be expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have economic utility. The fair value is on âas is whereâ basis.
3.4 There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements thereof and there are no restriction on remittance of income and proceeds of disposal.
3.5 The investment properties are leasehold properties and realisability of the same is subject to the terms and conditions under the respective lease agreements.
4.1 During the current year, the Company has further acquired 3.300 number of shares in Divya Software Solutions (P) Ltd. for a consideration of Rs. 268.43 lakhs (Previous Year: 29.000 number of shares of Rs. 2.372.78 lakhs).
5.1 Trade receivables include amount of Rs. 186.65 lakhs (Rs. 193.42 lakhs as at 31st March. 2018) due from a Subsidiary Company (Refer note 39.6).
5.2 Refer note 39.13 for information about credit and market risk of trade receivables.
5.3 Trade receivables are usually non-interest bearing and on the trade terms of 60 days.
6.1 Amount of GST paid by the unit located at exempted zone, due for refund under the Government Budgetry Support Scheme.
6.2 Others Loans & Advances comprise of staff advances for expenses, other party advances etc.
7.1 Right, Preferences and Restrictions attached to Shares:
The Company has one class of equity shares having a par value of Rs. 5/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
7.2 Details of Shares allotted as fully paid up without payment being received in cash during 5 years immediately preceeding 31st March, 2019 / 31st March, 2018.
7.2.1 During 2016-17, 1,62,60,936 fully paid up equity shares of Rs. 5/- each, were allotted by way of bonus shares to all the shareholders in the ratio of 1:2.
7.2.2 During 2011-12 and 2012-13, 2,100 and 63,296 equity shares of Rs. 10/- each fully paid up respectively (1,96,188 equity shares of Rs. 5/- each fully paid up as at 31st March, 2019 after splitting up and issue of Bonus shares) were allotted without payment being received in cash.
7.3 Details of Shareholders holding more than 5% shares:
8.1 Nature and purpose of reserves
a Capital Reserve: During amalgamation of the subsidiaries in the year 2012-13, the excess of net assets taken, over the cost of consideration paid was treated as capital reserve.
b General Reserve: The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
8.2 Term Loans of Rs. 1.74 lakhs from other parties are secured against specific vehicles, repayable in monthly installments comprising not more than 48 installments in the case of each loan and carry rate of interest ranging from 9.50 % to 10.00 %.
8.3 Deferred sales tax liability consists of sales tax deferment availed under the schemes framed by Govt. of Andhra Pradesh. The deferment of sales tax (based on capital investment) was allowed for Rs. 219.62 lakhs for the period April, 1996 to April, 2005 and for Rs. 233.25 lakhs (based on production over and above base production) for June, 1998 to June, 2005. These are non interest bearing and are payable after the end of 14 years from the year of deferment.
8.4 Loans and advances from related party is on long term basis, carrying interest rate of 9% p.a. However, terms of repayment have not been stipulated.
8.5 There are no amounts due for payment to the Investor Education and Protection Fund under section 125 of the Companies Act, 2013 as on 31st March, 2019 / 31st March, 2018.
9.1 Warranty Claims:
Provision is recognised for expected warranty claims on mattresses sold and based on past experience of the level of returns in accordance with the Ind AS - 37 âProvisions, Contingent Liabilities and Contingent Assetsâ. Assumptions used for the said provision are based on sales and current information available about returns based on warranty period. The table below gives information about movement in warranty provision:
(a) The Company is contesting these demands and the management including its advisers are of the view that these demands may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings will not have any material adverse effect on the Companyâs financial position and results of operations. The Company does not expect any reimbursement in respect of these contingent liabilities, and it is not practicable to estimate the timing of cash outflows, if any, in respect of these matters, pending resolution of the appellant proceedings.
The above information regarding dues to Micro Enterprises and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information collected with the Holding Company. Further, the amount payable to these parties is not overdue hence no interest is required to provide/accrue as at 31.03.2019/31.03.2018.
9.2 Employee Stock Option Scheme
In an earlier Annual General Meeting of the Company held on 31st May, 2016, the shareholders of the Company through special resolution approved issue of 24,00,000 options exercisable into 24,00,000 equity shares under the scheme titled âSheela Foam Employees Stock Options Scheme 2016 (âESOS 2016â)â which provides for granting options to employees of the Company and its subsidiaries who meet the eligibility criteria under the scheme. The vesting period shall commence after a period of not less than one year from the date of grant of options under the scheme and the maximum vesting period may extend up to five years from the date of grant, unless otherwise decided by the management. As on date, no options have been granted under ESOS 2016.
(a) Defined Benefit plans:
Gratuity : Payable on separation as per the Payment of Gratuity Act, 1972 as amended @ 15 days pay, for each completed year of service to eligible employees who render continuous service of 5 years or more.
Leave Encashment : Employees of the Company are entitled to accumulate their earned/privilege leave up to a maximum of 120 days which is payable/ encashable as per the policy on their separation.
(b) Defined Contribution plan:
Companyâs employees are covered by Provident Fund and Employees State Insurance Scheme/Fund, to which the Company makes a defined contribution measured as a fixed percentage of salary. During the year, amount of Rs. 600.75 lakhs (Previous Year: Rs. 550.32 lakhs) has been charged to the Statement of Profit and Loss towards employerâs contribution to these schemes/funds as under:
*Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
*Sensitivities as to rate of inflation, rate of increase of pension in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.
The Company is engaged in the manufacturing of the products of same type/class and has no overseas operations/units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing with the operating segments.
9.3 Leases
a. Company as Lessee
The Company has taken various properties under cancellable operating leases. The lease agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into these leases and there are no subleases. Lease payments amounting to Rs. 78.73 lakhs (Previous year: Rs. 72.14 lakhs) are included in âRentâ under Note-38.
b. Company as Lessor
The Company entered into a lease agreements to lease the following properties which have been treated as âInvestment Propertyâ.
As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development projects. The contributions towards CSR was on the activities which are specified in Schedule VII of the Companies Act, 2013. The detail of the amount spent during the period is as under:
9.4 Financial and Derivative Instruments:
a. During the year, there are no Derivative contracts entered by the Company for Hedging Currency and Interest Rate Related Risks (Previous year: Nil).
b. Foreign currency exposures that are not hedged by derivative instruments are given below:
The carrying amounts and fair values of the financial instruments by class are as follows:
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 has disclosed financial instruments such as 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.
Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data
Equity share capital and other equity are considered for the purpose of Companyâs capital management.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on managementâs judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
9.5 Financial risk management objectives and policies
The Companyâs principal financial liabilities, comprise of borrowings, security deposits, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs 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 Companyâs 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 Companyâs 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 Companyâs senior management that the Companyâs 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 that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include borrowings, security deposits, investments and foreign currency receivables and payables. The sensitivity analyses in the following sections relate to the position as at March 31, 2019. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2019.
(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 Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from various countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
Foreign currency risk sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO, GBP, Chinese Yuan, AED and AUD exchange rates, with all other variables held constant. The impact on the Company profit before tax is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or otherwise are as under:
(ii) Interest Rate 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. Companyâs financial liabilities comprises of interest bearing vehicle loans, loan and advance from related party and security deposits; however these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.
(iii) Commodity Price Risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialized foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI and Polyol, the Company has entered into various purchase contracts for these material for which there is an active market. The Companyâs management has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material and further the Company increases prices of its products as and when appropriate to minimize the impact of increase in raw material prices.
(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, foreign exchange transactions and other financial instruments.
i) Trade Receivables
Customer credit risk is managed by each business unit subject to the Companyâs established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating review and individual credit limits are defined in accordance with this assessment. The Company regularly monitors its outstanding customer receivables.
An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on provision matrix. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
ii) Financial instruments and cash & bank deposits
Credit risk from balances with banks and financial institutions is managed by the Companyâs finance department in accordance with the Companyâs policy. Investments of surplus funds are made in bank deposits, bonds, debentures and mutual funds. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter partyâs potential failure to make payments.
The Companyâs maximum exposure to credit risk for the components of the balance sheet at 31st March, 2019 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 Companyâs 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, short term investments and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs 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.
Maturity profile of financial liabilities
The table below provides the details regarding the remaining contractual maturities of financial liabilities at the reporting date:
Particulars of transaction made during the year and outstanding balance as at the end of the year:
9.6 The previous yearâs figures have been re-grouped/re-classified wherever considered necessary.
Mar 31, 2018
1. COMPANY INFORMATION
Sheela Foam Limited (âthe Companyâ) is a ISO 9001:2000 public limited Company incorporated in India, with its registered office in New Delhi. The Company is listed on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE).
The Company pioneered in the manufacturing of polyurethane foams in India, has 10 manufacturing facilities using the state-of-the-art technology at strategic locations across the country.
The financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorized for issue on May 18, 2018.
2.1 Trade receivables include amount of Rs.193.42 lakhs (Rs.217.67 lakhs and Rs.392.21 lakhs as at 31 March, 2017 and 1st April, 2016 respectively) due from a Subsidiary Company (Refer note 40.6).
2.2 Refer note 40.15 for information about credit and market risk of trade receivables.
2.3 Trade receivables are usually non-interest bearing and on the trade terms of 60 days.
3.1 There are no restriction with regard to cash and cash equivalents as at the end of reporting period and prior periods.
4.1 Under lien with banks as security for guarnatee facility.
5.1 Amount of GST paid by the unit located at exempted zone, due for refund under the Governemnt Budgetry Support Scheme.
5.2 Others Loans & Advances comprise of staff advances for expenses, other party advances etc.
6.1 Right, Preferences and Restrictions attached to Shares:
The Company has one class of equity shares having a par value of Rs.5/- per share (Rs.5/- at 31 March, 2017 and Rs.10/- at 1 April, 2016). Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
6.2 During the previous year, the Authorised Share Capital of 4,40,10,500 equity shares of Rs.10/- each was splitted into 8,80,21,000 equity shares of Rs.5/- each, and consequently 1,62,60,936 fully paid up equity shares of Rs.10/- each converted into 3,25,21,872 fully paid up equity shares of Rs.5/- each.
6.3 Details of Shares allotted as fully paid up without payment being received in cash during 5 years immediately preceeding 31 March, 2018 / 31 March, 2017 / 1st April, 2016:
6.3.1 During 2016-17, 1,62,60,936 fully paid up equity shares of Rs.5/- each, were allotted by way of bonus shares to all the shareholders in the ratio of 1:2.
6.3.2 During 2011-12 and 2012-13, 2,100 and 63,296 equity shares of Rs.10/- each fully paid up respectively (1,96,188 equity shares of Rs.5/- each fully paid up as at 31 March, 2018 after splitting up and issue of Bonus shares) were allotted without payment being received in cash.
7.1 Nature and purpose of reserves
a. Capital Reserve: During amalgamation of the subsidiaries in the year 2012-13, the excess of net assets taken, over the cost of consideration paid was treated as capital reserve.
b. General Reserve: The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
c. Retained Earnings: The profit/loss earned till date, less any transfers to general reserve, dividends or other distribution paid to shareholders, if any.
8.1 Term Loans of Rs.18.59 lakhs from other parties are secured against specific vehicles, repayable in monthly installments comprising not more than 48 installments in the case of each loan and carry rate of interest ranging from 9.50 % to 10.00 %. The maturity profile of non-current portion is as under:
8.2 Deferred sales tax liability consists of sales tax deferment availed under the schemes framed by Govt. of Andhra Pradesh. The deferment of sales tax (based on capital investment) was allowed for Rs.219.62 lakhs for the period April, 1996 to April, 2005 and for Rs.233.25 lakhs (based on production over and above base production) for June, 1998 to June, 2005. These are non interest bearing and are payable after the end of 14 years from the year of deferment.
8.3 Loans and advances from related parties are on long term basis, carrying interest rate of 9% p.a. However, terms of repayment have not been stipulated.
9.1 Working Capital Loans from Banks are secured by way of:
a. All loans are secured by pari-passu first charge by way of hypothecation on stocks i.e. raw material, stock-in-process, finished goods, stores and spares and receivables, book debts and all other current assets of the Company both present and future. Further, these loans are additionally secured by the personal guarantee of some key promoter/ Directors i.e. Smt. Sheela Gautam, Sh. Rahul Gautam and Smt. Namita Gautam.
b. Loan of Rs.Nil (Rs.Nil and Rs.740.91 lakhs as at 31 March, 2017 and 1 April, 2016 respectively) from Central Bank of India is additionally secured by way of equitable mortgage on Land and Building of the Company located at Kala Amb, Erode, Talwada, Greater Noida, Surajpur, Hyderabad, Delhi and Sahibabad.
c. Loan of Rs.Nil (Rs.Nil and Rs.2,944.15 lakhs as at 31 March, 2017 and 1 April, 2016 respectively) from Yes Bank is additionally secured by pari-passu second charge on all movable and immovable fixed assets of the Company both present and future.
d. Loan of Rs.Nil (Rs.Nil and Rs.392.92 lakhs as at 31 March, 2017 and 1 April, 2016 respectively) from Citi Bank is secured by way of pari-passu second charge on all movable and immovable fixed assets of the Company both present and future.
10.1 The trade payables are unsecured and usually non-interest bearing and are paid wthin 60 - 90 days of the recognistion.
11.1 There are no amounts due for payment to the Investor Education and Protection Fund under section 125 of the Companies Act, 2013 as on 31 March, 2018 / 31 March, 2017 / 1 April, 2016.
12.1 Warranty Claims:
Provision is recognised for expected warranty claims on mattresses sold and based on past experience of the level of returns in accordance with the Ind AS - 37 âProvisions, Contingent Liabilities and Contingent Assetsâ. Assumptions used for the said provision are based on sales and current information available about returns based on warranty period. The table below gives information about movement in warranty provision:
13.1 Includes Rs.144.00 lakhs (Previous Year : Rs.25.50 lakhs) on Investment property (refer note 4)
(a) The Company is contesting these demands and the management including its advisers are of the view that these demands may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings will not have any material adverse effect on the Companyâs financial position and results of operations. The Company does not expect any reimbursement in respect of these contingent liabilities, and it is not practicable to estimate the timing of cash outflows, if any, in respect of these matters, pending resolution of the arbitration/appellant proceedings.
The above information regarding dues to Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information collected with the Company.
14.1 Employee Stock Option Scheme
In an earlier Annual General Meeting of the Company held on 31 May, 2016, the shareholders of the Company through special resolution approved issue of 24,00,000 options exercisable into 24,00,000 equity shares under the scheme titled âSheela Foam Employees Stock Options Scheme 2016 (âESOS 2016â)â which provides for granting options to employees of the Company and its subsidiaries who meet the eligibility criteria under the scheme. The vesting period shall commence after a period of not less than one year from the date of grant of options under the scheme and the maximum vesting period may extend up to five years from the date of grant, unless otherwise decided by the management. As on date, no options have been granted under ESOS 2016.
14.2 Employee Benefits:-
(a) Defined Benefit plans:
Gratuity : Payable on separation as per the Payment of Gratuity Act, 1972 as amended @ 15 days pay, for each completed year of service to eligible employees who render continuous service of 5 years or more.
Leave Encashment : Employees of the Company are entitled to accumulate their earned/privilege leave up to a maximum of 120 days which is payable/ encashable as per the policy on their separation.
(b) Defined Contribution plan:
Companyâs employees are covered by Provident Fund and Employees State Insurance Scheme/Fund, to which the Company makes a defined contribution measured as a fixed percentage of salary. During the year, amount of Rs.550.32 lakhs (Previous Year: Rs.482.54 lakhs) has been charged to the Statement of Profit and Loss towards employerâs contribution to these schemes/funds as under:
14.3 Operating Segments
The Company is engaged in the manufacturing of the products of same type/class and has no overseas operations/units and as such there is no reportable segment as per Indian Accounting Standard (Ind AS-108) dealing with the operating segments.
14.4 Operating Segments
a. Company as Lessee
The Company has taken various properties under cancellable operating leases. The lease agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into these leases and there are no subleases. Lease payments amounting to Rs.72.14 lakhs (Previous year: Rs.62.97 lakhs) are included in âRentâ under Note-39.
b. Company as Lessor
The Company entered into a lease agreement to lease property situated at Sikkim which has been treated as âInvestment Propertyâ. The lease agreement was executed on 1 December, 2016.
The said lease is for a term of 10 years with a clause to enable upward revision of the rental charge after every 3 years. The total rent recognized as income during the year is Rs.144.00 lakhs (Previous year: Rs.25.50 lakhs).
14.5 Corporate Social Responsibility:
As per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by the Company. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development projects. The contributions towards CSR was on the activities which are specified in Schedule VII of the Companies Act, 2013. The detail of the amount spent during the period is as under:
14.6 Financial and Derivative Instruments:
a. During the year, there are no Derivative contracts entered by the Company for Hedging Currency and Interest Rate Related Risks (Previous year: Nil).
b. Foreign currency exposures that are not hedged by derivative instruments are given below:
14.7 First-time adoption of Ind AS
The Company w.e.f. 1 April, 2017 has adopted Indian Accounting Standards (Ind AS) notified under Companies (Indian Accounting Standards) Rules, 2015, as amended by Companies (Indian Accounting Standards) Rules, 2017 and the other relevant provisions of the Companies Act, 2013, with a transition date of 1 April, 2016. For all the periods upto and including year ended 31 March, 2017, the Company prepared, its financial statements in accordance with the Accounting Standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (âPrevious Indian GAAPâ).
The adoption of Ind AS has been carried out in accordance with Ind AS 101 âFirst-time Adoption of Indian Accounting Standardsâ. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year ended 31 March, 2018, together with the comparative information as at and for the year ended 31 March, 2017 and the opening Ind AS Balance Sheet as at 1 April, 2016, the date of transition to Ind AS. The accounting policies as set out in Note 2 which are in accordance with Ind AS, have been applied in preparing these financial statements.
In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous Indian GAAP have been recognised directly in equity under retained earnings. This note explains the adjustments made by the Company in restating its financial statements prepared under previous Indian GAAP, including the Balance Sheet as at 1 April, 2016 and the financial statements as at and for the year ended 31 March, 2017.
Exemptions availed and mandatory exceptions
Ind AS 101 - First-time Adoption of Indian Accounting Standards permits first-time adopters certain exemptions from retrospective application of certain requirements under Ind AS. Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Previous Indian GAAP to Ind AS.
A. Ind AS optional exemptions
The Company has elected to apply the following optional exemptions from retrospective application:
i) Deemed cost for Property, Plant and Equipment and Investment Properties
The Company has elected to measure all its property, plant and equipment and investment properties at the Previous Indian GAAP carrying amount as its deemed cost on the date of transition to Ind AS.
ii) Investments in subsidiaries
The Company has elected to measure its investments in subsidiaries at the Previous Indian GAAP carrying amount as its deemed cost on the date of transition to Ind AS.
iii) Ind AS 17 âLeasesâ requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS except where the effect is material. The Company has elected to apply this exemption for such contracts/arrangements.
B. Ind AS mandatory exceptions
i) Estimates
On assessment of the estimates made under the Previous Indian GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there is no objective evidence of an error in those estimates. However, estimates that were required under Ind AS but not required under Previous Indian GAAP are made by the Company, wherever required for the relevant reporting dates reflecting conditions existing as at that date.
ii) Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition, if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets bases on facts and circumstances that exist on the date of transition to Ind AS.
iii) De-recognition of financial assets and financial liabilities
Ind AS 101 requires an entity to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. Accordingly the Company has applied the de-recognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.
C. Transition to Ind AS - Reconciliations
The following reconciliations provide the explanations and quantification of the differences arising from the transition from Previous Indian GAAP to Ind AS in accordance with Ind AS 101:
I. Reconciliation of Equity as at 1 April, 2016
II. A. Reconciliation of Equity as at 31 March, 2017
B. Reconciliation of Statement of Profit and Loss for the year ended 31 March, 2017
III. Adjustments to Statement of Cash Flows for the year ended 31 March, 2017
Previous Indian GAAP figures have been reclassified / regrouped wherever necessary to conform to financial statements prepared under Ind AS.
Notes to the reconciliation of equity as at 1 April, 2016 and 31 March, 2017 and total comprehensive income for the year ended 31 March, 2017.
a) Fair Valuation of Investments
In accordance with Ind AS 109 âFinancial Instrumentsâ, investments in mutual funds, debentures etc. are recognised at fair value through the statement of profit and loss at each reporting period.
b) Under Ind AS, at initial recognition all financial instruments are required to be recognised at fair value. Accordingly the Company has fair valued the âLoan and advance from related partyâ resulting in decrease in âLoan from Relativesâ and recognition of âUnearned Interest Incomeâ at the reporting date.
c) Under previous GAAP, security deposits (that are refundable in cash on completion of lease term) are recorded at their transaction value. Under Ind AS, at initial recognition all financial instruments are required to be recognised at fair value. Accordingly the Company has fair valued the security deposits and the difference between the transaction value and fair value is recognised as âUnearned Interest Incomeâ at the reporting date.
d) Recognition of Investment Property (Ind AS - 40)
Company has given assets held i.e. leasehold land and building at Sikkim Unit (after closure of the unit) to Titan Industries Limited for 10 years; therefore, the said assets have been shown as Investment Property from 01.12.2016.
e) Excise Duty
Under the Previous Indian GAAP, revenue from sale to goods was presented exclusive of excise duty. Under Ind AS revenue from sales of goods is presented inclusive of excise duty. Excise duty paid is presented as expenditure under Statement of profit and loss.
f) Revenue from Sale of Products
Under Previous Indian GAAP, revenue was recognised net of trade discounts, sales taxes / VAT and excise duties. Under Ind AS, revenue is recognised at the fair value of the consideration received or receivable, after deduction of any trade discounts, volume rebates, rate/weight difference and any taxes or duties collected on behalf of the government such as sales tax/VAT except excise duty. Credit notes given to the consumer/dealer/distributor includes cash discounts, volume rebates and rate/weight differences which have been reclassified from âIncentives & Rebatesâ within other expenses under Previous GAAP are netted from revenue under Ind AS.
g) Straight-Lining of Leases (Ind AS - 17)
Under Previous Indian GAAP, rent/lease income/expense has been recognised based on actual payment made; however under IND AS, Lease income/expense has be recognised on a straight-line basis over the lease term and the corresponding impact of decrease/increase is recognised under Lease Equalization Asset/Liability.
h) Actuarial gain/(loss) on Defined Benefit Scheme (Ind AS - 19)
Both under Previous Indian GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Previous Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, remeasurements i.e. actuarial gains and losses are recognised in balance sheet through other comprehensive income. Thus, employee benefits expense is reduced with the corresponding impact under other comprehensive income. The related current tax expense has also been reclassified from statement of Profit and loss to Other Comprehensive Income.
i) Deferred Taxes (Ind AS -12)
Under the Previous Indian GAAP, deferred tax is calculated using the income statement approach, which focuses on difference between taxable profits and accounting profits for the period. Ind AS 12 - âIncome taxâ requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. As, the Company is already calculating deferred tax under balance sheet approach, therefore no impact has been noted for the year ended March 31, 2018 and March 31, 2017.
j) Other comprehensive Income
Under Previous Indian GAAP, the Company has not presented Other Comprehensive Income (OCI) separately. Hence, it has reconciled Previous Indian GAAP profit to profit as per Ind AS. Further, Previous Indian GAAP profit is reconciled to Total Comprehensive Income as per Ind AS.
k) Previous Indian GAAP figures have been reclassified / regrouped wherever necessary to conform to financial statements prepared under Ind AS.
D. Standard issued but not yet effective
The standard issued, but not yet effective (considering the applicability to the Company) upto the date of the issuance of the Companyâs financial statements is disclosed below. The Company intends to adopt this standard when it becomes effective.
Ind AS 115 Revenue from Contracts with Customers
Ind AS 115 was issued in February, 2015 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This standard will come into force from accounting period commencing on or after April 01, 2018. The Company will adopt the new standard on the required effective date. During the current year, the Company performed a preliminary assessment of Ind AS 115, which is subject to changes arising from a more detailed ongoing analysis.
14.8 Fair Value Measurements
The carrying amounts and fair values of the financial instruments by class are as follows:
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 has disclosed financial instruments such as 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.
Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
14.8 Capital Management
Equity share capital and other equity are considered for the purpose of Companyâs capital management.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on managementâs judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
14.9 Financial risk management objectives and policies
The Companyâs principal financial liabilities, comprise of borrowings, security deposits, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs 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 Companyâs 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 Companyâs 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 Companyâs senior management that the Companyâs 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 that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include borrowings, security deposits, investments and foreign currency receivables and payables. The sensitivity analyses in the following sections relate to the position as at 31 March, 2018. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of 31 March, 2018.
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 Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from various countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
Foreign currency risk sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO and AUD exchange rates, with all other variables held constant. The impact on the Company profit before tax is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or otherwise are as under:
ii) Interest Rate 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. Companyâs financial liabilities comprises of interest bearing vehicle loans, loan and advance from related party and security deposits; however these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.
iii) Commodity Price Risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of bedding articles, home comfort products, furniture cushioning and specialized foam and therefore require a continuous supply of raw materials i.e. TDI and Polyol being the major input used in the manufacturing. Due to the significantly increased volatility of the price of the TDI and Polyol, the Company has entered into various purchase contracts for these material for which there is an active market. The Companyâs management has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. The Company partly mitigated the risk of price volatility by entering into the contract for the purchase of these material and further the Company increases prices of its products as and when appropriate to minimize the impact of increase in raw material prices.
(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, foreign exchange transactions and other financial instruments.
i) Trade Receivables
Customer credit risk is managed by each business unit subject to the Companyâs established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating review and individual credit limits are defined in accordance with this assessment. The Company regularly monitors its outstanding customer receivables.
An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on provision matrix. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
ii) Financial instruments and cash & bank deposits
Credit risk from balances with banks and financial institutions is managed by the Companyâs finance department in accordance with the Companyâs policy. Investments of surplus funds are made in bank deposits, bonds, debentures and mutual funds. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter partyâs potential failure to make payments.
The Companyâs maximum exposure to credit risk for the components of the balance sheet at 31 March, 2018 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.
Balances with banks is subject to low credit risks due to good credit ratings assigned to these banks.
The ageing analysis and loss allowance of trade receivables given below has been considered from the date the invoice falls due:
(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 Companyâs 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, short term investments and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs 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.
14.10 Disclosure required under Section 186 (4) of the Companies Act, 2013.
Particulars of transaction made during the year and outstanding balance as at the end of the year:
14.11 The previous yearâs figures have been re-grouped/re-classified wherever considered necessary.
Mar 31, 2017
1. Right, Preferences and Restrictions attached to Shares
The Company has one class of equity shares having a par value ofRs.5 per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity Shareholders are eligible to receive the remaining assets of the Company in proportion of their shareholding.
2. During the current year, the Authorized Share Capital of 4,40,10,500 equity shares of Rs.10/- each was splitted into 8,80,21,000 equity shares ofRs.5/- each, and consequently 1,62,60,936 fully paid up equity shares ofRs.10/- each converted into 3,25,21,872 fully paid up equity shares ofRs.5/- each.
3. Details of Shares allotted as fully paid up without payment being received in cash during 5 years immediately preceeding 31 March, 2017 / 31 March, 2016:
4. During the year 1,62,60,936 fully paid up equity shares ofRs.5/- each, were allotted by way of bonus shares to all the shareholders in the ratio of 1:2.
5. During 2011-12 and 2012-13, 2100 and 63296 equity shares ofRs.10/- fully paid up respectively (1,96,188 equity shares ofRs.5/- each fully paid up as at 31 March, 2017 after splittng up and issue of Bonus shares) were allotted without payment being received in cash.
6. Details of Shareholders holding more than 5% shares:
7. Deferred sales tax liability consists of sales tax deferment availed under the schemes framed by Govt. of Andhra Pradesh. The deferment of sales tax (based on capital investment) was allowed forRs.219.62 Lakhs for the period April, 1996 to April, 2005 and forRs.233.25 Lakhs (based on production over and above base production) for June, 1998 to June, 2005. These are non interest bearing and are payable after the end of 14 years from the year of deferment. The maturity profile of non-current portion is as under :
8. working Capital Loans from banks are secured by way of:
9. All loans are secured by pari-passu first charge by way of hypothecation on stocks i.e. raw material, stock-in-process, finished goods, stores and spares and receivables, book debts and all other current assets of the Company both present and future. Further, these loans are additionally secured by the personal guarantee of some key promoter/ Directors i.e. Smt. Sheela Gautam, Sh. Rahul Gautam and Smt. Namita Gautam.
10. Loan ofRs.Nil (Previous Year :Rs.740.91 Lakhs) from Central Bank of India is additionally secured by way of equitable mortgage on Land and Building of the Company located at Kala Amb, Erode, Talwada, Greater Noida, Surajpur, Hyderabad, Delhi and Sahibabad.
11. Loan of'' Nil (Previous Year :Rs.2,944.15 Lakhs) from Yes Bank is additionally secured by pari-passu second charge on all movable and immovable fixed assets of the Company both present and future.
12. Loan of'' Nil (Previous Year :'' 392.92 Lakhs) from Citi Bank is secured by way of pari-passu second charge on all movable and immovable fixed assets of the Company both present and future.
13. Other Liabilities comprise of advance received from others etc.
14. There is no amount due and outstanding to be credited to Investors Education & Protection Fund.
15. warranty Claims:
Provision in accordance with the Accounting Standard - 29 "Provisions, Contingent Liabilities and Contingent Assets" is created for warranty claims on mattresses sold, based on past experience of the level of returns. Assumptions used for the said provision is based on sales and current information available about returns based on warranty period. The table below gives information about movement in warranty provision:
16. The Company is contesting these demands and the management including its adviser are of the view that these demands may not be sustainable at the appellate level. The management believes that the ultimate outcome of these proceedings will not have any material adverse effect on the Company''s financial position and results of operations.
17. The Company during the year, made an initial public offer, by offer for the sale of shares by one of its existing shareholder. The expenses incurred thereon have been met by the said shareholder, except the listing fee which has been borne by the Company.
18. In the opinion of the management, the value of assets other than fixed assets and non-current investments, on realization in the ordinary course of business, will not be less than the value at which these are stated in the Balance Sheet.
The above information regarding dues to Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information collected with the Company. This has been relied upon by the auditors.
19. Employee Stock Option Scheme
In the Annual General Meeting of the Company held on 31 May, 2016, the shareholders of the Company through special resolution approved issue of 24,00,000 options exercisable into 24,00,000 equity shares under the scheme titled "Sheela Foam Employees Stock Options Scheme 2016 ("ESOS 2016")" which provides for granting options to employees of the Company and its subsidiaries who meet the eligibility criteria under the scheme. The vesting period shall commence after a period of not less than one year from the date of grant of options under the scheme and the maximum vesting period may extend up to five years from the date of grant, unless otherwise decided by the management. As on date, no options have been granted under ESOS 2016.
20. Employee benefits:
21. defined benefit Scheme:
Gratuity : Payable on separation as per the Employees Gratuity Act @ 15 days pay for each completed year of service to eligible employees who render continuous service of 5 years or more.
22. defined Contribution Scheme
Company''s employees are covered by Provident Fund and Employees State Insurance to which the Company makes a defined contribution measured as a fixed percentage of salary. During the year, amount ofRs.482.54 Lakhs (Previous Year:Rs.414.87 Lakhs) has been charged to the Statement of Profit and Loss towards contribution to above schemes/benefits.
23. Other Long term benefits
Employees of the Company are entitled to accumulate their earned/privilege leave up to a maximum of 120 days which is payable/encashable as per the policy on their separation. During the year amount ofRs.45.44 Lakhs (Previous Year:Rs.106.26 Lakhs) has been charged to the Statement of Profit and Loss towards provision for the said benefits based on actuarial valuation.
24. Other disclosures as required under AS-15 (Revised 2005) on "Employee Benefits" are as under:
25. Change in present value of obligation:
26. The Company has taken various properties under cancellable operating leases. The lease agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into these leases and there are no subleases. Lease payments amounting toRs.62.97 Lakhs (Previous year:Rs.92.09 Lakhs) are included in ''Rent'' under Note-28.
27. Corporate Social Responsibility:
As per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by the Company. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development projects. The contributions towards CSR was on the activities which are specified in Schedule VII of the Companies Act, 2013. The detail of the amount spent during the period is as under:
28. Financial and Derivative Instruments:
29. Derivative contracts entered into by the Company and outstanding as on 31 March, 2017 for hedging Currency and Interest Rate Related Risks:
Nominal amounts of derivative contracts entered into by the Company and outstanding as on 31 March, 2017 amount to Rs. Nil (Previous Year:Rs.2,924.05 Lakhs). Category wise break up is given below:
30. Foreign currency exposures that are not hedged by derivative instruments as on 31 March, 2017 amount toRs.Nil (Previous Year:Rs.3,337.03 Lakhs).
31. The previous year''s figures have been re-grouped/re-classified wherever considered necessary.
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