Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probablethat an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can bemade of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, underan insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. Theexpense relating to a provision is presented in the statement of profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as afinance cost.
Contingent liability is disclosed in the case of :
- a present obligation arising from past events, when it is not probable that an outflow of resources embodying economic benefitswill be required to settle the obligation;
- a present obligation arising from past events, where no reliable estimate is possible; and
- a possible obligation arising from past events, unless the probability of outflow of resources is remote.
A contingent asset is disclosed where an inflow of economic benefits is probable.
Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
Business combinations are accounted for using the acquisition accounting method as at the date of the acquisition. The considerationtransferred in the acquisition and the identifiable assets acquired and liabilities assumed are recognised at fair values on their acquisitiondate. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiableassets acquired and liabilities assumed. Consideration transferred does not include amounts related to settlement of pre-existingrelationships. Such amounts are recognised in the Statement of Profit and Loss. Transaction costs are expensed in the standalonestatement of profit and loss as incurred, other than those incurred in relation to the issue of debt or equity securities which are directlyadjusted in other equity.
The Company has elected to recognize its investment in subsidiary at cost in accordance with the option available in IND AS 27,'Separate Financial Statement'. The details of such investments are given in Note 6. Impairment policy applicable on such investmentsis explained above.
The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affectthe reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingentliabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carryingamount of assets or liabilities affected in future periods.
a. Judgements
In the process of applying the Company's accounting policies, the management has made the following judgements, which have themost significant effect on the amounts recognised in the financial statements:
Determining the lease term of contracts with renewal and termination options - Company as lessee
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option toextend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonablycertain not to be exercised.
The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluatingwhether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevantfactors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, theCompany reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its abilityto exercise or not to exercise the option to renew or to terminate.
b. Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significantrisk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existingcircumstances and assumptions about future developments, however, may change due to market changes or circumstances arising thatare beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Defined benefit plans
The cost of the defined benefit plans and other employment benefits and the present value of the obligation are determined usingactuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in thevaluation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions arereviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate, management considersthe interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. Theunderlying bonds are further reviewed for quality. Those having excessive credit spreads are excluded from the analysis of bonds onwhich the discount rate is based, on the basis that they do not represent high quality corporate bonds.
The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at intervals in response todemographic changes. Future salary increases are based on expected future inflation rates for the country.
Further details about defined benefit obligations are provided in Note 33.
The Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (IndianAccounting Standards) Rules as issued from time to time. For the year ended March 31,2025, MCA has not notified any new standards oramendments to the existing standards applicable to the Company.
No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person.
Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.Trade receivables are non-interest bearing and are generally on terms of 0-90 days.
For terms and conditions relating to related party receivables, refer note 35.
Refer note 40 on credit risk of trade receivables, which explains how the Company manages and measures credit quality of trade receivables thatare neither past due nor impaired.
The Company has only one class of equity shares having a par value of INR 10/- each. Each equity shareholder is entitled to one vote per share. TheCompany declares and pays dividend in Indian rupees. The final dividend proposed, if any, by the Board of Directors is subject to the approval of theshareholders in the ensuing annual general meeting.
The Board of Directors has not recommended any dividend on the equity shares during the year ended 31 March 2025 (31 March 2024: NIL).
However due to the terms of the issue company has declared dividend on Redeemable preference Shares Rs. 0.20 crores ( Previous year : Nil)
During the year, the Company has issued/allotted following Convertible Share Warrants of Rs.10/- (Rupees Ten) each at a Premium of Rs. 190/-(Rupees One Hundred ninety) each in two tranches i.e. 14,90,000 (Fourteen lacs ninety thousand) Warrants on 03/12/2024 and 33,10,000 (Thirtythree lac ten thousand) Warrants on 05/12/2024 aggregating to 48,00,000 (Forty eight lacs) to the Parent company i.e. Bilcare Limited with a termof payment of 25% of the issue amount payable at the time of making the application for Warrants and balance 75% of the issues price at the timeof exercising the option (within a period of 18 months). Further in the event the Warrant Holder does not exercise the option of conversion withinthe said stipulated time within 18 months from the date of allotment of warrants, the said warrants shall lapse and the deposit of 25% shall beforfeited by the company.
Securities premium: Securities premium is used to record the premium on issue of shares. This reserve will be utilised in accordance with theprovisions of the Companies Act 2013.
General reserve: General Reserve is a free reserve and is available for distribution as dividend, issue of bonus shares, buyback of theCompany's securities. It was created by transfer of amounts out of distributable profits, from time to time Mandatory transfer to general reserveis not required under the Companies Act 2013.
Retained earnings: This reserve represents the cumulative profits of the Company and the effects of remeasurment of defined benefits obligations.The reserve can be utilised in accordance with the provisions of the Companies Act 2013.
Capital reserve on slump sale: During acquisition of PPI division from Bilcare Limited, the excess of net assets acquired, over the cost of considerationpaid is treated as Capital Reserve.
Revaluation Reserve: This reserve represents the cumulative gains and losses arising on the revaluation of Property, Plant and Equipment (PPE) ason the balance sheet date measured at fair value. The reserves accumulated will be reclassified to retained earnings when such assets are disposed.Capital Redemption Reserve: This represents reserve created on account of redemption of preference shares. The reserve can be utilized for issueof fully paid Bonus shares to Shareholders.
Money Received Against Share Warrants: This represents the amount received by the Company against the issue of share warrants. The amountreceived has been classified under 'Other Equity' until the conversion of warrants into equity shares is exercised. Upon such conversion, thecorresponding amount will be transferred to Share Capital and Securities Premium.
NOTE 36: OPERATING SEGMENT
The Company is primarily engaged in Pharma packaging solutions. Information reported to and evaluated regularly by chief operating decisionmaker for the purpose of resource allocation and assessing performance focuses on the business as a whole. Accordingly there is no otherseparate segment as per Indian Accounting Standard 108 dealing with "Operating Segment". The revenue from transactions with a singlecustomer does not exceed 10% of the total revenues of the Company.
Company's revenue is from sale of Pharma packaging products
NOTE 38: FAIR VALUE DISCLOSURES FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Management believes that the fair values of non-current financial assets (loans and others), current financial assets ( e.g., cash and cash equivalents,trade and other receivables and loans), non-current financial liabilities and current financial liabilities (e.g.,trade payables and other payables andothers) approximate their carrying amounts and accordingly, separate disclosure have not been made.
* For certain unquoted equity investments categorized under level 3, cost has been considered as an appropriate estimate of fair value because ofa wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.
The basis of measurement in respect to each class of financial asset / liability is disclosed in Note 2.2 (iii) of the financial statements.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees and advises on these risks.The Company's senior finance team advises on financial risks and provides assurance that the Company's financial risk are identified, measured,managed and mitigated in accordance with general risk mitigation policies and objectives. All derivative activities are carried out by senior financeteam who has the appropriate skills, expertise and experience and is being overseen by the Managing Director from time to time as per businessneeds. It is the Company's policy that no trading in derivatives for speculative purposes be undertaken. The Board of Directors review and agreepolicies for managing each of these risks, which are summarised 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. Marketrisk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financialinstruments affected by market risk include deposits, trade and other receivables and trade and other payables.
The sensitivity analysis in the following sections relate to the position as at 31 March 2025 and 31 March 2024.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt andderivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in placeat 31 March 2025.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity, pension and other post-retirementobligations and provisions.
The following assumption has been made in calculating the sensitivity analysis:
The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective market risks. This is based onthe financial assets and financial liabilities held at 31 March 2025 and 31 March 2024.
The Company is affected by the price volatility of resin, base raw material for manufacturing PVC Films and being sourced from both domesticand international suppliers. The price volatility is due to demand-supply position in international market and exchange impact arising due todelivery lead time. The upward or downward trend in raw material is generally being passed on to the end customer other than exceptionalcases as per business needs and therefore neutralising the exchange risks arising therefrom and as such the impact of such volatility, is difficultto be quantified or measured.
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financialloss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, includingdeposits with banks, foreign exchange transactions and other financial instruments. A provision is created for a counter party whose paymentis due more than 180 days after its due date.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customercredit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limitsare defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to majorcustomers are generally covered by letters of credit or other forms of credit insurance.
Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors its liquidity position on thebasis of expected cash flows. The Company's approach is to ensure that it has sufficient liquidity to meet its obligations at all point in time.
NOTE 41: CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equityholders of the Company. The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthycapital ratios in order to support its business and maximise shareholder value.
NOTE 43: NO TRANSACTIONS TO REPORT AGAINST THE FOLLOWING DISCLOSURE REQUIREMENTS ASNOTIFIED BY MCA PURSUANT TO AMENDED SCHEDULE III :
1) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding anyBenami property.
2) The Company did not have any material transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560of Companies Act, 1956 during the current and previous year.
3) During the year the Company has not created any charge beyond the statutory period of thirty days in respect of loan availed from banks.Registration of charges or satisfaction with Registrar of Companies
4) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
5) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) withthe 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 (UltimateBeneficiaries); or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
6) 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,
7) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed asincome during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of theIncome Tax Act, 1961
8) The Company has filed monthly statements of current assets with the banks in agreement with the books of accounts except for quarter endedMarch 2025 for which there is a difference of Rs. 1.12 Crores due to impact of revenue recognition as per Ind AS 115.
9) The Company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are dulyexecuted in favour of the lessee) whose title deeds are not held in the name of the Company.
10) The Company has not made any Loans or Advances in the nature of loans that are granted to promoters, directors, KMPs and the related parties(as defined under Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand or
(b) without specifying any terms or period of repayment
11) The company has not been declared as a wilful defaulter
12) The Company has complied with number of layers prescribed under clause (87) of section 2 of the Companies Act read with Companies(Restriction on number of Layers ) Rules, 2017
NOTE 44:
Exceptional Items are as under:
For the year ended March 31, 2025:
a) The Company has executed the deed of assignment with the buyer on January 27, 2025 for transfer of the leasehold rights of Factory Landalong-with the Building, situated at Thane, Maharashtra for a consideration of 75 crores. Profit of Rs 15.31 crores on the aforesaid transfer hasbeen disclosed under exceptional item.
b) Subsequent to transfer of leasehold rights of Factory Land and Building situated at Thane, certain Plant and Machinery has been disposed offresulting in loss of Rs. 1.53 crores and the same has been disclosed under exceptional item.
c) Due to uncertainty related to recovery of outstanding Inter Corporate Deposit and debtors from Anax Industries Limited provision ofRs. 19.84 crores has been recorded for the year ended March 31, 2025 and disclosed under exceptional items.
a) Exceptional Items represents loss on sale of office premises, for the year ended March 31, 2024.
NOTE 45:
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility.However, the same was not operated through out year at database level. The Company is in the process of enabling the audit trail and maintainingdaily back up of audit trail (edit logs).
NOTE 46:
In respect of the arrangement with Bilcare Limited for the repayment of principal and interest on the public fixed deposit liability taken over bythe Company as per the Business Transfer Agreement, the outstanding as at March 31, 2025 is Rs. 49.49 crores (including interest). The statutorycompliances related to Public fixed deposit is the responsibility of Bilcare Limited.
NOTE 47:
The previous years numbers has been restated wherever application for better presentation.
For Batliboi & Purohit
Chartered Accountants
ICAI Firm Registration No.: 101048W
Partner Chairperson & Executive Director Chief Financial Officer Vice President &
Managing Director Company Secretary
Membership No.: 111749 DIN: 08292735 DIN:00567173 Membership No. 079381 Membership No: F 5861
Place: Mumbai Place: Mumbai Place: Pune Place: Pune Place: Pune
Date: May 24, 2025 Date: May 24, 2025 Date: May 24, 2025 Date: May 24, 2025 Date: May 24, 2025