Subsidiary Companies Annual Report 2023 24
Subsidiary Companies Annual Report 2023 24
CONTENTS
1
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
DIRECTORS’ REPORT
To
The Members,
Your Directors have pleasure in presenting the 40th Annual Report together with the audited financial statements of the Company
for the year ended 31st March, 2024.
FINANCIAL RESULTS 2023-24 2022-23
(Amount in (Amount in
thousands) thousands)
Earnings before interest and tax (EBIT) 65,347.86 45,081.40
Less:
Interest paid 374.29 73.83
Profit before tax (A) 64,973.57 45,007.57
Tax expenses:
Current tax 10,907.86 7,412.96
Tax Adjustments for earlier years 104.71 (6.34)
Total tax expense (B) 11,012.57 7,406.62
Profit after tax for the year (A-B) 53,961.00 37,600.95
OPERATIONS
The Company’s principal activities are financing and investment holding. The book value of the Company’s portfolio in Non-current
investments, as on 31st March, 2024, was ` 3,33,130.94 thousands (Previous year: ` 295,152.79 thousands). The market value of
the quoted investments was ` 3,591,516.67 thousand as against ` 2,512,498.00 thousand in the previous year.
INVESTMENTS
During the year, the Company has made non-current investments of ` 36,891.36 thousand (Previous year: ` 47,603.44 thousand)
and current investments for FY 2023-24 were Nil (Previous year: ` 11,980.69 thousands).
SALE OF INVESTMENT
During the year, the Company has sold investments in equity shares having a carrying value of ` 916.92 thousands and
investments in mutual funds having carrying value of ` 6,016.14 thousands (Previous year: ` 5,841.35 thousands) during the
period under review.
DIVIDEND
No dividend has been recommended for the year under review.
2
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
DIRECTORS
Mr. Ashwin C. Shroff, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommends his re-appointment. The Director is not disqualified for appointment/
re-appointment under section 164 of the Companies Act, 2013.
FIXED DEPOSITS
The Company has not accepted Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
RISK MANAGEMENT
There are no risks which in the opinion of the Board threaten the existence of the Company.
STATUTORY AUDITORS
The Company had appointed M/s. N. A. Shah Associates, LLP, Chartered Accountants, (FRN.: 116560W/W100149), as Statutory
Auditors of the Company for a period of five consecutive years from the conclusion of the 38th annual general meeting of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company is not engaged in any manufacturing activities, hence, Rule 8(3) of the Companies (Accounts) Rules, 2014 is not
applicable to the Company.
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT / MATERIAL CHANGES OR COMMITMENTS
There are no significant material order passed by the regulators / courts which can impact the going concern status of the
Company and its future operations. There are no material changes or commitments occurring after 31st March, 2024 which may
affect the financial position of the Company.
3
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
COST RECORDS
The Company is not required to maintain Cost records under section 148 (1) of Companies Act, 2013.
ASHWIN C. SHROFF
Director
DIN: 00019952
Place : Mumbai
Date : 23rd May, 2024
4
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
5
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
6
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
(d) In our opinion, the aforesaid financial statements comply with the AS prescribed under Section 133 of the Act, read with
the Companies (Accounting Standards) Rules, 2021;
(e) On the basis of the written representations received from the directors as on March 31, 2024 and taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in
terms of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report given in Annexure “B”. Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;
(g) Since the company has not paid any remuneration to director and the question of reporting on the requirements of
Section 197(16) of the Act does not arise; and
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the
explanations given to us:
(i) There are no pending litigations and hence the question of disclosing the financial impact thereof in the financial
statements does not arise.
(ii) The Company does not have any long-term contracts including derivative contracts and hence the question of
making any provision, as required under any law or accounting standards, for material foreseeable losses does not
arise.
(iii) There are no amounts which were required to be transferred to the Investor Education and Protection Fund.
(iv) The management has represented that:
• no funds have been advanced or loaned or invested by the Company to or in any other person(s) or entities,
including foreign entities (“Intermediaries”), with the understanding that the intermediary shall whether directly
or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the Company
(Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.
• no funds have been received by the Company from any person(s) or entities including foreign entities
(“Funding Parties”) with the understanding that such Company shall whether, 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 provide guarantee, security or the like on behalf of the Ultimate beneficiaries.
• Based on the audit procedures performed as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that causes us to believe that the above representations given by the
management contain any material misstatement.
(v) The Company has not declared or paid dividend during the year. Hence our comments on compliance with
section 123 of the Companies Act 2013 does not arise.
(vi) Based on our examination which included test checks, 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, during the course of our
audit we did not come across any instance of audit trail feature being tampered with.
Dhaval Selwadia
Partner
Membership No: 100023
UDIN: 24100023BKCCCT6298
Place: Mumbai
Date: 23rd May, 2024
7
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
8
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
(xii) According to the information and explanations given to us, the Company is not a nidhi company. Thus, paragraph 3(xii) of
the Order is not applicable.
(xiii) In our opinion, transactions with the related parties are in compliance with section 188 of the Act and the details of such
transactions have been disclosed in the financial statements as required by the applicable accounting standards. Provisions
of section 177 of the Act as regards Audit Committee are not applicable to the Company.
(xiv) Provisions of section 138 of the Act with regards to formal internal audit system are not applicable to the Company.
Therefore, of paragraph 3(xiv) of the Order is not applicable.
(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered
into non-cash transactions with directors or persons connected with them. Therefore, paragraph 3(xv) of the Order is
not applicable.
(xvi) (a) In our opinion and according to information and explanations given to us, the Company has obtained Certificate of
Registration (CoR) as required under section 45-IA of the Reserve Bank of India Act, 1934.
(b) In view of the above, the question of conducting any non-banking financial activities without a valid CoR from the
Reserve Bank of India does not arise.
(c) The Company is not a Core Investment Company (CIC) as defined in the Regulations made by the Reserve Bank
of India.
(d) Based on the information and explanations given to us, the Group does not have any CIC.
(xvii) The Company has not incurred any cash losses during the financial year ended 31st March 2024 and the immediately
preceding financial year. Therefore, the clause (xvii) of paragraph 3 of the Order is not applicable to the Company.
(xviii) There was no resignation of the Statutory Auditors during the year. Therefore, paragraph (xviii) of the Order is not applicable.
(xix) In our opinion and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and
payment of financial liabilities, other information accompanying the financial statements and our knowledge of the board of
directors and management plans, and based on our examination of the evidence supporting the assumption, nothing has
come to our attention, which causes us to believe that any material uncertainty exist as on the date of audit report indicating
that the Company is not capable of meeting its liabilities existing as at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet. We however, state that this is not an assurance as to future viability of
the company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will
get discharged by the Company as and when they fall due.
(xx) The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company.
Therefore, paragraph (xx) of the Order is not applicable.
Dhaval Selwadia
Partner
Membership No: 100023
UDIN: 24100023BKCCCT6298
Place: Mumbai
Date: 23rd May, 2024
9
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of Kamaljyot Investments Limited (“the Company”),
as of March 31, 2024, in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the “Guidance Note”) issued by ICAI and the and the Standards on Auditing prescribed under Section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls with reference to financial statement. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
internal financial controls system over financial reporting.
10
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
Dhaval Selwadia
Partner
Membership No: 100023
UDIN: 24100023BKCCCT6298
Place: Mumbai
Date: 23rd May, 2024
11
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
Balance Sheet as at March 31, 2024
(All amounts in INR thousands, unless otherwise stated)
Particulars As at As at
Notes March 31, 2024 March 31, 2023
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital 3 19,998.20 19,998.20
(b) Reserves and surplus 4 3,67,095.54 3,13,134.54
3,87,093.74 3,33,132.74
Current liabilities
(a) Trade Payables 5
i. total outstanding dues of micro enterprises and small
enterprises; and — —
ii. total outstanding dues of creditors other than micro
enterprises and small enterprises 189.00 252.10
(b) Other current liabilities 6 24.75 14.80
(c) Short term provisions 7 1,517.92 2,953.84
1,731.67 3,220.74
TOTAL 3,88,825.41 3,36,353.48
ASSETS
Non-current Assets
(a) Non-current investments 8 3,33,130.94 2,95,152.79
(b) Long Term Loans and advances 9 — 366.63
3,33,130.94 2,95,519.42
Current Assets
(a) Current investments 10 26,016.14 25,841.35
(b) Cash and cash equivalents 11 2,558.47 1,153.51
(c) Short-term loans and advances 12 25,910.00 7,000.00
(d) Other current assets 13 1,209.86 6,839.20
55,694.47 40,834.06
As per our report of even date For and on behalf of the Board of Directors of
Kamaljyot Investments Limited
For N. A. Shah Assocaites LLP
Chartered Accountants
Firm Registration Number : 116560W/W100149
Dhaval Selwadia
Partner Ashwin. C. Shroff Ravi A. Shroff
Membership No : 100023 Director Director
DIN : 00019952 DIN : 00033505
12
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
EXPENSES
(a) Finance Cost 16 374.29 73.83
(b) Other Expenses 17 1,259.15 1,068.94
Earnings per equity share [Nominal value per share ` 100 (March 31, 2024: ` 100)]
Basic & diluted (in `) 20 269.83 188.02
As per our report of even date For and on behalf of the Board of Directors of
Kamaljyot Investments Limited
For N. A. Shah Assocaites LLP
Chartered Accountants
Firm Registration Number : 116560W/W100149
Dhaval Selwadia
Partner Ashwin. C. Shroff Ravi A. Shroff
Membership No : 100023 Director Director
DIN : 00019952 DIN : 00033505
13
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
Cash Flow Statement for the year ended March 31, 2024
(All amounts in INR thousands, unless otherwise stated)
14
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
1. Company background
Kamaljyot Investments Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act. It is primarily engaged in
activities of Investment Holding and Financing.
The Company received the Certificate of Registration on February 26, 1998 from Department of non-banking supervision (DNBS) of Reserve Bank of India
(RBI) to commence/carry on the business of non-banking financial institution.
2. Basis of preparation
These Financial statements are prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP) under the historical cost
convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under section 133 of the Companies Act, 2013 (‘Act’) read
with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and Reserve Bank of India Regulations in relation to
Non-Banking Finance Companies to the extent applicable to the company. The financial statements have been prepared on an accrual basis and under the
historical cost convention.
The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting
policy explained below.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle (twelve months) and other criteria set
out in the Schedule III to the Act.
2.1 Summary of Significant Accounting Policies
(a) Use of Estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the end
of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty
about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or
liabilities in future periods.
(b) Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably
measured. The following specific recognition criteria must also be met before revenue is recognized:
Dividend income is recognized when the Company’s right to receive dividend is established by the reporting date.
Interest income and income from security lending borrowing is recognized on accrual basis and based on time proportion, taking into account
the amount outstanding and the rate applicable.
(c) Investments
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made,
are classified as current investments. All other investments are classified as long-term investments.
On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such
as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is
the fair value of the securities issued.
Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term
investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the
investments, determined separately for each investment. Such diminution or reversal thereof are charged or credited to Statement of Profit and Loss.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of
profit and loss.
(d) Option Derivatives
All derivatives are measured using the mark-to-market principle with the resulting gains/losses thereon being recorded in the statement of
profit and loss. For derivatives which are outstanding as on the reporting date, the Company adopts a conservative approach and ignores the
anticipated profit on such transactions and no credit is taken in the statement of profit and loss.
On the final settlement or squaring up of contracts for equity index/stock futures, the profit or loss is calculated as difference between settlement/
squared up price and contract price and disclosed in the statement of income from future & options.
(e) Earnings per Share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting
attributable taxes) by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted
average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
(f) Income taxes
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities
in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company
operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.
15
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
16
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
3. SHARE CAPITAL
Particulars As at As at
March 31, 2024 March 31, 2023
AUTHORISED SHARES
499,982 (March 31,2023: 499,982) Equity Shares of ` 100 each 49,998.20 49,998.20
18 (March 31, 2023: 18) Redeemable Preference Shares of ` 100 each 1.80 1.80
50,000.00 50,000.00
19,998.20 19,998.20
17
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
5. TRADE PAYABLE As at As at
Particulars March 31, 2024 March 31, 2023
Total outstanding dues of micro enterprises and small enterprises; and (Refer Note 22) — —
Total outstanding dues of creditors other than micro enterprises and small enterprises 189.00 246.44
189.00 246.44
18
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
8. NON-CURRENT INVESTMENTS
Face Face
Value As at March 31, 2024 Value As at March 31, 2023
Name of the Company Number Cost Diminution Carrying Number Cost Diminution Carrying
Amount Amount
(`) (`) (`) (`) (`) (`) (`) (`)
Non Trade Investments (valued at cost
unless otherwise stated)
Quoted Investments
Investments in equity instruments
FULLY PAID-UP EQUITY SHARES OF:
Aimco Pesticides Limited 10 6,198 62.72 — 62.72 10 6,198 62.72 — 62.72
Transpek Industry Limited 10 7,02,703 85,789.92 — 85,789.92 10 7,02,703 85,789.92 — 85,789.92
Bayer Cropscience Limited 10 14 3.25 — 3.25 10 14 3.25 — 3.25
Birla Precision Technologies Ltd @ 2 40 0.00 — 0.00 2 40 0.01 — 0.01
Elgi Rubber International Limited 1 3,500 195.85 25.75 170.10 1 3,500 195.85 102.75 93.10
Gujarat State Financial Corporation 10 4,700 94.00 94.00 10 4,700 94.00 77.03 16.97
GTL Infra Limited 10 50,000 200.48 120.48 80.00 10 50,000 200.48 164.98 35.50
Hindalco Industries Limited 1 1,000 183.53 — 183.53 1 1,000 183.53 — 183.53
Indokem Limited 10 100 2.10 — 2.10 10 100 2.10 — 2.10
Navin Fluorine International Limited 2 1,01,625 12,274.78 — 12,274.78 2 1,02,975 12,437.84 — 12,437.84
Tanfac Industries Ltd 10 10,21,899 1,10,228.57 — 1,10,228.57 10 10,32,241 1,11,344.12 — 1,11,344.12
Uniphos Enterprises Limited 2 100 0.52 — 0.52 2 100 0.52 — 0.52
Alkyl Amines Chemicals Ltd 2 1,505 264.23 — 264.23 2 1,505 264.23 — 264.23
Cosmo Films Ltd 10 375 76.92 — 76.92 10 375 76.92 — 76.92
Daikaffil Chemicals (India) Ltd 10 27,409 1,811.39 1,811.39 10 27,409 1,811.39 1,230.04 581.35
Deep Energy Resources 10 500 — — — 10 500 — — —
Deepak Nitrite 2 500 103.82 — 103.82 2 500 103.82 — 103.82
Mangalam Organics Ltd 10 448 91.60 — 91.60 10 448 91.60 — 91.60
Sadhana Nitro Chem Limited 1 10,500 99.95 — 99.95 1 10,500 99.95 — 99.95
Talwalkars Better Value Fitness Limited 10 100 15.29 15.15 0.14 10 100 15.29 15.15 0.14
Talwalkars Healthclubs Limited 10 100 15.29 15.20 0.09 10 100 15.29 15.20 0.09
Thirumalai Chemicals Ltd 1 2500 414.35 — 414.35 1 2500 414.35 905.70 (491.35)
Tinna Rubber and Infrastructure Ltd 10 2,500 123.15 123.15 10 2,500 123.15 31.15 92.00
Tinna Trade Ltd 10 2,050 28.16 28.16 10 2,050 28.16 — 28.16
Universal Starch - Chem Allied Ltd 10 1,500 41.60 41.60 10 1,500 41.60 — 41.60
Jiya Eco-Products 10 50,000 2,511.67 2,331.18 180.49 10 50,000 2,511.69 2,331.18 180.51
Samrat Pharmachem Limited 10 8,000 2,823.71 2,823.71 — — — — —
(A) 2,17,456.86 2,507.76 2,14,949.10 2,15,911.78 4,873.18 2,11,038.60
19
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
(a) Aggregate of Quoted Investments:
Cost 2,17,456.86 2,15,911.78
Market Value 35,93,870.60 25,12,498.00
(b) Aggregate of Unquoted Investments:
Cost 1,17,557.85 85,990.19
(c) Aggregate provision for diminution in value of investments 4,383.76 6,749.18
20
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
— 366.63
21
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
Note: Given to related party TML Industries Ltd and Excel Rajkot C&D Waste Recycling Private Limited for business
purpose (Refer Note 19)
22
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
T he Company operates under single business segment pertaining to investments and other fund based activities. Further, all the transactions and the assets
of the Company are recorded and located in India.
Since the Company’s current business activity primarily falls within a single business and geographical segment, no additional disclosure is to be provided
under Accounting Standard 17 – Segment Reporting, other than those already provided in the financial statements.
23
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
(e) Enterprise over which KMP or their relative have significant influence and transactions have taken place:
TML Industries Limited
Transpek Industry Limited
(b) Transactions carried out with related parties referred in 1 above, in ordinary course of business:
(2) Weighted average number of equity shares outstanding (B) 199.98 199.98
24
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
21.
DEFERRED TAX AND MAT CREDIT
The company has deferred tax asset and Mat credit as of year-end. However, as a matter of prudence, the management of the Company has decided not to
recognize such deferred tax asset and Mat credit in these financial statements, in view of non-regularity of future taxable income.
22.
MSME DISCLOSURE
Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
Based on the information available with the Company, there are no suppliers who are registered as micro or small enterprise under “The Micro, Small and
Medium Enterprises Development Act, 2006” as at March 31, 2024.
Particulars As at As at
March 31, 2024 March 31, 2023
(a) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end NIL NIL
of each accounting year
(b) The amount of interest paid by the buyer in the terms of Sec.16 of the Micro, Small and Medium NIL NIL
Enterprises Development Act, 2006 along with the amount of payment made to the supplier beyond the
appointed day during each accounting year.
(c) The amount of interest due and payable for the period of delay in making payment (Which have NIL NIL
been paid but beyond the appointed day during the year) without adding the interest specified
under the Micro, Small and Medium Enterprises Development Act, 2006.
(d) The amount of interest due accrued and remaining unpaid at the end of each accounting year. NIL NIL
(e) The amount of further interest remaining due and payable even in the succeeding years, until such NIL NIL
date when the interest dues as above are actually paid to the small enterprise, for the purpose of
disallowance as deductible expenditure u/s 23 of Micro, Small, Medium Enterprises Development
Act, 2006
23. The Directors have waived the sitting fees for meetings attended by them during the year.
25
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
28. The disclosure on the following matters required under Schedule III as amended not being relevant or applicable in case of the Company,
a) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. same are not covered such as :
b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
c) There is no transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
e) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
f) There are no transaction which have not been recorded in the books.
g) The company has not revalued its Property, Plant & equipment’s during the year.
h) The company has no capital work-in progress & intangible assets under development.
i) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in
the favour of lessee) are held in name of the Company.
j) The company has not taken any borrowing from financial institutions during the year.
k) The company does not have any charges or satisfaction yet to be registered with the registrar of companies(ROC) beyond the statutory period as
at March 31, 2024.
29. In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which they are
stated in the balance sheet.
30. Additional information as required by para 5 of General Instructions for preparation of Statement of Profit and Loss (other than already disclosed above)
are either nil or not applicable.
31. Disclosure of ratios
Sr. Particulars Formula's used Ratios Variance Reason for
no. variance
As at As at
March 31, 2024 March 31, 2023
Current assets Increase in current
assets due to
1 Current ratio (in times) 32.16 12.68 154%
Current liabilities deposit of advance
tax and TDS
Total debt
2 Debt equity ratio NA NA NA NA
Share capital
Earning available for debt services
3 Debts services coverage ratio NA NA NA NA
Debt services
Net profit after taxes -Preference Increase in profit
4 Return on equity (in %) dividend (if any) 269.83% 188.02% 44% due to sale of
Average Shareholder’s Equity investments
26
KAMALJYOT INVESTMENTS LIMITED
CIN: U65990MH1983PLC030597
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR thousands, unless otherwise stated)
32. The Figures of previous year have been regrouped and reclassified, wherever necessary, to make them comparable with current year’s figures.
As per our report of even date For and on behalf of the Board of Directors of
Kamaljyot Investments Limited
For N. A. Shah Assocaites LLP
Chartered Accountants
Firm Registration Number : 116560W/W100149
Dhaval Selwadia
Partner Ashwin C. Shroff Ravi A. Shroff
Membership No : 100023 Director Director
DIN : 00019952 DIN : 00033505
27
l a n k
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EXCEL BIO RESOURCES LIMITED
29
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
DIRECTORS’ REPORT
To
The Members,
Your Directors have pleasure in presenting the 16th Annual Report together with the audited financial statements of the Company
for the year ended 31st March, 2024.
Key Financial Highlights and Operations
The Company has accounted ` 9.61 Lakhs (Previous year ` 8.57 Lakhs) towards total revenue during the year under review and
registered a net Loss of (10.24) Lakhs (Previous year: net profit of ` 2.38 lakhs) which is carried to the Balance Sheet.
The Company has acquired a chemical manufacturing unit of Good Rasayan Pvt. Limited (GRL) located at B-96, MIDC, Lote on a
slump sale basis at a consideration of ` 1.9 crores, subject to working capital adjustments, in the month of March, 2024.
Share Capital
The Company has allotted 20,00,000 Equity Shares of ` 10/- each aggregating to ` 2,00,00,000/- on 11th April, 2024 to its
shareholders on right basis, The revised Paid up share capital of the Company with effect from 11th April, 2024 is 25,10,000 Equity
Shares of ` 10/- each aggregating to ` 2,51,00,000/-.
Dividend
No dividend has been recommended by the Directors for the year under review.
Amount Transferred to General Reserve
No amount has been transferred to General Reserve during the year.
Material Changes Affecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the
financial year and the date of this report. There has been no change in the nature of business of the Company.
Directors
Mr. Surendra K. Singhvi (Din: 01312348) and Mr. Prakash V. Gagangras (DIN: 00109883), were appointed as Directors of the
Company with effect from 06th February, 2024. The Members have approved their appointment vide ordinary resolution passed at
Extra Ordinary General Meeting held on 05th April, 2024.
Mr. Ashwin C. Shroff, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommends his re-appointment. The Director is not disqualified for appointment/
re-appointment under section 164 of the Companies Act, 2013.
Fixed Deposits
The Company has not accepted any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Loans, Guarantees and Investments
Your Company has placed inter corporate deposits of ` 30 Lakh with TML Industries Limited during the financial year 2023-24.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiaries, Joint ventures or Associate Companies.
Number of Meetings of the Board
During the FY 2023-24 Six (6) meetings of the Board of Directors were held.
Particulars of Employees
No details are required to be provided under the provisions of Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as the Company is an unlisted public company and has no employees falling under the said criteria.
Particulars of Contracts or Arrangements made with related Parties
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in
the ordinary course of business and on an arm’s length basis. There were no transactions with related parties which could be
considered material by the Board. So disclosure under form AOC 2 is not provided.
Risk Management
There are no risks which in the opinion of the Board threaten the existence of the Company.
30
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
Statutory Auditors
The Company appointed M/s. CNK & Associates LLP, Chartered Accountants, (FRN.: 101961W/W-100036), as Statutory Auditors
for a period of five consecutive years from the conclusion of the 15th Annual General Meeting of the Company.
Reporting of Frauds by Auditors
During the year under review, the Auditors have not reported any instance of fraud committed in the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
The Company has not commenced any manufacturing activities during the year, hence, Rule 8(3) of the Companies (Accounts)
Rules, 2014 is not applicable to the Company.
Material orders passed by the Regulatory Authorities or Court/material changes or commitments
There are no significant material order passed by the regulators/courts which can impact the going concern status of the Company
and its future operations. There are no material changes or commitments occurring after 31st March, 2024 which may affect the
financial position of the Company.
Internal Financial Controls
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or
misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company
follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
Directors’ Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year
ended 31st March, 2024, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year
and of the profit and loss of the Company for that period;
(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Explanation or comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer Made
The report of Statutory Auditors is free from any qualification, reservation or adverse remark or disclaimer.
Cost records
The Company is not required to maintain Cost records under section 148(1) of the Companies Act, 2013.
Prevention of Sexual Harassment of Women at the Workplace
No complaint were received from any employee during FY 2023-24 and hence no complaint was outstanding as on March 31, 2024
for redressal.
Insolvency and Bankruptcy Code
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
For and on behalf of Board of Directors
Ravi A. Shroff
Director
DIN: 00033505
Place: Mumbai,
Date: 23rd May, 2024
31
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
32
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
33
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by
the Board of Directors, none of the directors is disqualified as on 31st March 2024 from being appointed as a director
in terms of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to the financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended, the company has not paid any remuneration the directors; and
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company does not have any pending litigation which would impact its financial position;
ii. The Company did not have any long-term contracts including derivative contracts for which there were material
foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company;
iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 38 to
the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, 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
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b. The management has represented, that, to the best of its knowledge and belief, as disclosed in note 38
to the financial statements, no funds have been received by the company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the company shall, whether, 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
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances;
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i)
and (ii) contain any material misstatement;
v. the Company neither declared nor paid dividend during the year. Accordingly, the Company is not required to
comply with Section 123 of the Act.
vi. Based on our examination, which included test checks, the company has used accounting software for
maintaining its books of account which has the feature of recording audit trail (edit logs) facility and the same
has operated throughout the year for all relevant transactions recorded in the software. Further, during the
course of our audit we did not come across any instances of audit trail feature being tampered with.
Vijay Mehta
Partner
Membership No.: 106533
UDIN: 24106533BKCEMZ8394
Place : Mumbai
Date : 23rd May 2024
34
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
(Referred to in paragraph 1 under “Report on other Legal and Regulatory requirements” in the Independent Auditor’s Report
of even date to the members of Excel Bio Resources Limited (“the Company”) on the financial statements for the year ended
31st March 2024)
To the best of our information and according to the explanations provided to us by the Company and the books of
account and records examined by us in normal course of audit, we state that:
(i) In respect of the Company’s Property, Plant and Equipment and Intangible assets:
(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment
(b) The Company is maintaining proper records showing full particulars of intangible assets.
(c) The Property, Plant and Equipment have been physically verified by the Management at the year-end considering the
size of the Company and nature of assets. No discrepancies have been noticed on such verification.
(d) The Company does not have any proceedings initiated or pending for holding any Benami property under the Benami
Transactions (Prohibition) Act, 1988 and rules made thereunder;
(ii) (a) The inventory has been physically verified by the Management at reasonable intervals.
(b) The Company does not have any working capital limits sanctioned from banks or financials institutions and hence the
requirements of paragraph 3(ii)(b) of the Companies (Auditor’s Report) Order, 2020 (“the Order”) are not applicable
to the Company
(iii) (a) The Company, during the year, has not made investments in, provided any guarantee or security or granted any
loans or advances in nature of loans, secured or unsecured to companies, firms, limited liability partnerships or other
parties to companies,
a. The Company does not have any subsidiaries, joint ventures or associates. Hence, reporting under
Clause 3(iii) (a) (A) of the Order is not applicable to the Company;
b. The company has not granted any loan or advances in the nature of loan during the year.
(b) The Company, during the year, has not made investments, provided guarantees, or given security or loans or advances
in the nature of loans. Therefore, reporting under Clause 3(iii)(b) is not applicable to the company.
(c) In respect of loan granted by the Company, the schedule of repayment of principal and payment of interest has been
stipulated and the repayments or receipts are regular;
(d) In respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance
sheet date;
(e) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans
granted to settle the overdue of existing loans given to the same parties; and
(f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without
specifying any terms or period of repayment during the year. Hence, reporting under Clause 3(iii)(f) of the Order is not
applicable to the Company.
(iv) The Company has complied with the provisions of sections 185 and 186 of the Companies Act, 2013 in respect of the loans
granted and investments made during the year. The Company has not stood guarantee nor provided security to any party
during the year;
35
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
(v) The Company has not accepted any deposits or the amounts which are deemed to be deposits within the provisions of
sections 73 to 76 or any other relevant provisions of the Companies Act, 2013;
(vi) The Company is not required to maintain cost records pursuant to the Companies (Cost Records and Audit) Amendment
Rules, 2016, and prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act 2013;
(vii) (a) In our opinion the Company has been generally regular in depositing undisputed statutory dues, including Income
tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with appropriate
authorities. There were no undisputed amounts payable in respect of Income Tax, Goods and Services Tax, Customs
Duty, Cess and other material statutory dues in arrears as at 31st March 2024 for a period of more than six months
from the date they became payable;
(b) In our opinion the Company, there are no dues of Goods and Service tax, Income Tax, Cess and other material
statutory dues applicable to it which have not been deposited by the Company on account of any dispute with
appropriate authorities.
(viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income
during the year in the tax assessments under Income Tax Act, 1961;
(ix) (a) According to the information and explanations given to us and on the basis of our audit procedures, the Company
has not availed loans or other borrowings from any lender. Hence, reporting under Clause 3(ix)(a) of the Order is not
applicable to the Company;
(b) The company has not been declared as a wilful defaulter by any bank or other lenders during the year;
(c) On an examination of the records of the Company, we report that during the year, the company has neither raised
any term loans nor utilized any amount of the term loans which were availed in earlier years. Hence, reporting under
clause 3(ix)(c) of the Order is not applicable;
(d) According to the information and explanations given to us and on the basis of our audit procedures and on an overall
examination of the financial statements of the Company, we report that no funds raised on short-term basis during
the year have been used for long-term purposes by the Company; and
(e) The Company does not have any subsidiaries, joint venture or associates. Hence, reporting under Clause 3 (iii) (e)
and 3 (iii) (f) of the Order is not applicable to the Company.
(x) (a) No moneys were raised by way of initial public offer or further public offer (including debt instruments) during the year.
Hence, reporting under clause 3 (x) (a) is not applicable to Company;
(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures
(fully, partially, optionally convertible) during the year. Hence, reporting under clause 3 (x) (b) is not applicable to the
Company.
(xi) (a) No fraud by the Company and no fraud on the Company has been noticed or reported during the year;
(b) No report under section 143(12) of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as
prescribed under Rule 13 of the Companies (Audit and Auditors Rules), 2014 with the Central government during the
year and upto the date of this report;
(c) As represented by the Management, there are no whistle blower complaints received by the Company during
the year;
(xii) The Company is not a Nidhi Company. Accordingly reporting under clause 3(xii) of the Order is not applicable;
36
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
(xiii) In our opinion the Company is in compliance with Section 188 of the Act and the details of the same have been disclosed
in Financial Statements as required by the applicable Indian accounting standards. Provisions of Section 177 of the Act are
not applicable to the company;
(xiv) Provisions of section 138 governing internal audit are not applicable to the company. Hence reporting under clause 3 (xiv)
is not applicable to the Company;
(xv) The Company has not entered into non-cash transactions with directors or persons connected with him. Hence the provisions
of section 192 of the Act, are not applicable;
(xvi) (a) The Company is not required to be registered under sections 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934);
Accordingly reporting under clauses 3(xvi)(a) , 3 (xvi)(b) and 3(xvi)(c) of the Order is not applicable;
(b) In our opinion there is no Core investment Company within the group (as defined in the Core Investment Companies
(Reserve Bank) Directions, 2016) and accordingly reporting under clause 3 (xvi)(d) of the Order is not applicable;
(xvii) Based on overall examination of financial statements, the company has incurred cash losses of Rs. 10.24 Lakhs in the
current financial year and no cash losses were incurred in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and in the immediately preceding financial year.
Hence, reporting under clause 3 (xviii) is not applicable to the company;
(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial
liabilities, other information accompanying financial statements, and on our knowledge of the Board of the Directors and
management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that there is exists any material uncertainty as on the date of the audit report indicating
that the Company is not capable of meeting its liabilities existing as at the date of the balance sheet as and when they fall
due within a period of one year from the balance sheet date. We however state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on facts up to the date of the audit report and we neither
give any guarantee nor assurance that all liabilities falling due within a period of one year from the Balance sheet date will
get discharged by the Company as and when they fall due;
(xx) The provisions of Section 135 of the Act pertaining to Corporate Social Responsibility (CSR) are not applicable to the
Company. Hence, reporting under Clause 3 (xx)(a) and (b) of the Order is not applicable to the Company.
Vijay Mehta
Partner
Membership No.: 106533
UDIN: 24106533BKCEMZ8394
Place : Mumbai
Date : 23rd May 2024
37
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of
Excel Bio Resources Limited of even date)
Report on the Internal Financial Controls With Reference to Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (“the Act”)
Opinion
We have audited the internal financial controls over financial reporting of Excel Bio Resources Limited (“the Company”) as of
31st March, 2024 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects,
internal financial controls with reference to the financial statements and such internal financial controls over financial reporting
were operating effectively as at 31st March 2024, based on the internal control over financial reporting criteria established by
the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
controls with reference to financial statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute
of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10)
of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls
and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
with reference to financial statements was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to financial statements included obtaining an understanding of internal financial controls with reference to financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system with reference to financial statements.
38
EXCEL BIO RESOURCES LIMITED
CIN: U01403MH2007PLC176907
39
EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
As at As at
Particulars Notes
31 March, 2024 31 March, 2023
ASSETS
Non-current assets
Property Plant & Equipment 3 84.73 —
Right of use assets 4 103.50 —
Other Intangible Assets 5 1.77 —
Financial assets
Investments 6 0.20 0.20
Other Financial Assets 7 2.68 0.10
Deferred Tax Assets 15 3.59 —
Total non-current assets 196.47 0.30
Current assets
Inventories 8 0.22 —
Financial assets
i. Trade receivables 9 8.63 —
ii. Cash and cash equivalents 10 2.18 18.39
iii. Bank balances other than (ii) above 11 18.85 17.90
iv. Loans 12 30.00 30.00
v. Other Financial Assets 13 2.63 2.66
Other current assets 14 2.59 1.19
Current tax assets (net) 15 0.48 —
Total current assets 65.59 70.14
Total assets 262.06 70.44
EQUITY AND LIABILITIES
Equity
Equity share capital 16 51.00 51.00
Other equity
Retained earnings 17 8.32 18.56
Total equity 59.32 69.56
LIABILITIES
Non-current liabilities
Employee Benefit Obligations 18 2.10 —
Total non-current liabilities 2.10 —
Current liabilities
Financial Liabilities
i. Trade Payables 19 10.32 0.50
ii. Other Financial Liabilities 20 190.06 —
Current tax liabilities (net) 21 — 0.38
Other current liabilities 22 0.26 —
Total current liabilities 200.64 0.88
Total liabilities 202.75 0.88
Total equity and liabilities 262.06 70.44
Material accounting policies 1
Critical estimates and judgements 2
The accompanying notes are an integral part of the financial statements
40
EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2024
(All amounts in INR lakhs, unless otherwise stated)
Expenses
Purchase of stock in trade 25 4.65 3.79
Other expenses 26 18.78 1.49
Tax expense
– Current tax — 0.86
– Deferred Tax (3.59) —
– Excess (Short) Tax in respect of earlier years 0.01 0.05
41
EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
Particulars As at As at
31 March, 2024 31 March, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax (13.82) 3.29
Adjustment for:
Interest Income (4.96) (4.78)
(4.96) (4.78)
Operating profit/(loss) before working capital changes (18.78) (1.49)
Working capital adjustments:
(Increase) / Decrease in Trade receivables (8.63) 2.31
(Increase) / Decrease in Inventories (0.22)
(Increase) / Decrease in Other Current Assets (1.37) (0.52)
Increase / (Decrease) in Other Current financial Liabilities 0.06
Increase / (Decrease) in Other Current Liabilities 0.26 (0.08)
Increase / (Decrease) in Other Financial Assets (2.58)
Increase / (Decrease) in Trade payables 9.82 (0.04)
Increase / (Decrease) in Non current Liabilities 2.10
(0.56) 1.67
Cash generated (used in) operations (19.34) 0.18
Income tax paid (net of refunds) (0.85) (0.92)
Net cash flow (used in) operating activities (A) (20.18) (0.74)
Notes:
1. The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.
2. The accompanying notes are an integral part of these standalone financial statements.
42
EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH, 2024
(All amounts in INR lakhs, unless otherwise stated)
Changes in
Equity Share Changes
Capital due to in equity share
prior period Restated balance capital during the
Balance as at April 1, 2023 errors at April 1, 2023 year
51.00 — 51.00 —
Changes in
Equity Share Changes
Capital due to in equity share
prior period Restated balance capital during the
Balance as at April 1, 2022 errors at April 1, 2022 year
51.00 — 51.00 —
B. Other equity
For the year ended March 31, 2024
Reserves and
Surplus Retained
Particulars Earnings Total
Balance as at April 1, 2023 18.56 18.56
Total Comprehensive Income for the current year (10.24) (10.24)
Reserves and
Surplus Retained
Particulars Earnings Total
Balance as at April 1, 2022 16.18 16.18
Total Comprehensive Income for the current year 2.38 2.38
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
BACKGROUND
Excel Bio Resources Limited (‘the Company’) is a public company domiciled in India and is a wholly owned subsidiary of Excel Industries Limited. The Company is
exploring business opportunities in the areas of renewable bio-resources, waste management, renewable energy and biotechnological processes.
MATERIAL ACCOUNTING POLICY INFORMATION:
This note provides a list of the material accounting policy information adopted in the preparation of these financial statements. These accounting policies have been
consistently applied to all the years presented by the Company unless otherwise stated.
The financial statements were authorised for issue by the Company’s Board of Directors on May 23, 2024.
1.BASIS OF PREPARATION
(i) Compliance with Ind AS
The financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS), under the historical convention
on accrual basis accept for certain financial instruments which are measured at fair value. The Ind as are prescribed under section 133 of the
Companies Act, 2013 (“The Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments rules
issued there after.
(ii) Historical cost convention
The financial statements have been prepared on historical cost basis except the following:
• certain financial assets and liabilities (including derivative instruments) and contingent consideration that is measured at fair value;
• assets held for sale - measured at lower of carrying amount or fair value less cost to sell;
• defined benefit plans- plan assets measured at fair value;
(iii) Current non-current classification
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle (twelve months) and other criteria
set out in the Schedule III to the Act.
1.2 Segment Reporting
Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker (CODM). The Director
is designated as CODM. Refer Note 32 for segment information presented.
1.3 Revenue Recognition
Sale of products
Revenue is recognised upon transfer of control of promised goods to customers in an amount that reflects the consideration which the Company
expects to receive in exchange for those goods.
Interest income
Interest income is recognized on accrual basis and based on time proportion, taking into account the amount outstanding and the rate applicable.
Other income
Certain items of income such as insurance claims, overdue interest from customers etc. are recognised to the extent there is certainty of it’s realisation.
1.4 Property Plant & Equipment
Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less depreciation and
impairments, if any. Historical cost includes tax, duties, freight and other incidental expenditure that is directly attributable to the acquisition of the
items. Indirect expenses during construction period, which are required to bring the asset in the condition for its intended use by the management
and are directly attributable to bringing the asset to its position, are also capitalized.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.
Capital work-in-progress comprises the cost of assets that are not yet ready for their intended use at the year end and are stated at historical cost
and impairment, if any.
Depreciation methods, estimated useful lives and residual value
Depreciation on property, plant and equipment is calculated on a straight line basis considering the following useful lives prescribed under schedule II of
the Companies Act 2013 or those estimated by the management, considering the factors such as expected usage of the asset, physical wear and tear,
technical or commercial obsolescence arising from changes or improvements in production, or from a change in the market demand for the product
or service output of the asset, legal or similar limits on the use of the asset etc.
Description of Asset Useful life
Plant and Machinery - Metallic 18 years
Plant and Machinery - Non-metallic 8 years
Data Processing equipment 3 years
Buildings (RCC) (other than factory building) 60 years
Factory Buildings 30 years
Furniture, fixture and office equipment 5 to 10 years
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
The residual values are not more than 5% of the original cost of the asset. The assets’ residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
1.5 INTANGIBLE ASSETS
Intangible assets are amortised over their respective individual estimated useful lives on a straight line basis, but not exceeding the period given here
under:
Licenses and approvals 3 years
1.6 LEASES
Right of use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use).
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are generally depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line basis and if the Company is reasonably certain to exercise a purchase option, the right-of-use assets
is depreciated over the underlying asset’s useful life. The estimated useful lives of the assets are as follows:
Description of asset Useful life
Land (Balance lease period) 60 years
1.7 Investments and Other Financial Assets
(i) Classification
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
• those measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in
debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend
on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income.
The Company reclassifies debt investments when and only when its business model for managing those assets changes.
(ii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of
principal and interest.
Debt Instruments
Amortised cost:
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are
measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging
relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in
finance income using the effective interest rate method.
Fair Value through Other Comprehensive Income (FVOCI)
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely
payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses
which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is
reclassified from equity to profit or loss and recognised in other gains/ (losses). Interest income from these financial assets is included in other
income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains and losses and impairment
expenses in other expenses.
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CIN NO: U01403MH2007PLC176907
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
Net carrying amount as at March 31, 2024 34.51 0.12 49.65 0.36 0.08 84.73
Net carrying amount as at March 31, 2023 — — — — — —
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CIN NO: U01403MH2007PLC176907
Accumulated Amortisation
Balance as at April 01, 2022 —
Additions —
Deletions —
Balance as at March 31, 2023 —
Additions —
Deletions —
Balance as at March 31, 2024 —
Net carrying amount as at March 31, 2024 103.50
Net carrying amount as at March 31, 2023 —
Other intangible assets includes licenses and approvals acquired under business combination.
Useful life is 3 years as at March 31, 2024
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CIN NO: U01403MH2007PLC176907
6. INVESTMENTS
Particulars As at As at
31 March, 2024 31 March, 2023
Unquoted at FVOCI
8. INVENTORIES
Particulars As at As at
31 March, 2024 31 March, 2023
Raw Material 0.22 —
Total 0.22 —
9. TRADE RECEIVABLES
Particulars As at As at
31 March, 2024 31 March, 2023
At Amortised Cost
Total 8.63 –
Particulars As at As at
31 March, 2024 31 March, 2023
Balance with Bank
- in Current accounts 2.18 18.39
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
Type of Borrower As at As at
31 March, 2024 31 March, 2023
Related Party 30.00 30.00
Others — 0.02
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CIN NO: U01403MH2007PLC176907
15. TAXATION
(a) Income tax expense
Particulars As at As at
31 March, 2024 31 March, 2023
Current tax
(b) A reconciliation of the tax expense and accounting profit multiplied by statutory tax rates:
Particulars As at As at
31 March, 2024 31 March, 2023
Profit before income tax (13.82) 3.29
Enacted tax rates in India 26.00% 26.00%
Computed expected tax expense — 0.86
Deferred tax (3.59) —
Adjustment to current tax in respect of earlier years 0.01 —
Particulars As at As at
31 March, 2024 31 March, 2023
Deferred tax assets
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
5,10,000 Equity shares of Rs. 10/- each fully paid-up 51.00 51.00
Note:
(a) Reconciliation of the number of the shares outstanding at the beginning and at the end of the year
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CIN NO: U01403MH2007PLC176907
(d) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:
(i) No shares have been alloted as fully paid up pursuant to the contracts without payments being received in cash
(ii) No bonus shares have been alloted
(iii) No shares have been bought back.
* Retained earnings
Particulars As at As at
31 March, 2024 31 March, 2023
Opening balance 18.56 16.18
Profit/(loss) for the year (10.24) 2.38
Closing balance 8.32 18.56
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
Note : M
icro and Small enterprises under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 have been determined based on the
information available with the Company and the required disclosure are given below:
Particulars As at As at
31 March, 2024 31 March, 2023
Principal amount and interest due thereon remaining unpaid to any supplier covered under MSMED
Act
– Principal 0.59 0.50
– Interest — —
The amount of interest paid by the buyer in terms of section 16, of the MSMED Act, 2006, along with the — —
amounts of the payment made to the supplier beyond the appointed day during each accounting year
The amount of interest due and payable for the period of delay in making payment (which have been — —
paid but beyond the appointed day during the year) but without adding the interest specified under
MSMED Act
The amount of interest accrued and remaining unpaid at the end of each accounting year — —
The amount of further interest remaining due and payable even in the succeeding years, until such — —
date when the interest dues as above are actually paid to the small enterprise for the purpose of
disallowance as deductable expenditure under section 23 of MSMED Act, 2006
Total 0.59 0.50
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EXCEL BIO RESOURCES LIMITED
CIN NO: U01403MH2007PLC176907
Weighted average number of equity shares in calculating basic EPS 5,10,000.00 5,10,000.00
Effect of dilution — —
Weighted average number of equity shares in calculating basic/diluted EPS 5,10,000.00 5,10,000.00
Basic and diluted (in INR) computed on the basis of the profit for the year (2.01) 0.47
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CIN NO: U01403MH2007PLC176907
37. RATIOS
Ratio Numerator Denominator 31-Mar-24 31-Mar-23 % change Reason for variance
Movement is due
to increase in other
liabilities at the end of
the current year due to
Current ratio Current Assets Current Liabilities 0.33 79.82 -99.59% acquisition of business.
Debt- Equity Ratio Total Debt Shareholder’s Equity NA NA NA
Earnings for debt service
= Net profit after taxes Debt service = Interest
Debt Service + Non-cash operating & Lease Payments +
Coverage ratio expenses Principal Repayments NA NA NA
Movement is due
to increase in other
expenses on account
of acquisition of
Net Profits after taxes – Average Shareholder’s business in current
Return on Equity ratio Preference Dividend Equity (0.16) 0.03 -629.61% year.
Inventory Turnover
ratio Cost of goods sold Average Inventory NA NA NA
Movement is due
to increase in trade
receivables at the end
Net credit sales = Gross of the current year
Trade Receivable credit sales - sales Average Trade due to acquisition of
Turnover Ratio return Receivable 1.08 3.27 -67.05% business.
Movement is due
to increase in trade
Net credit purchases = payables at the end of
Trade Payable Gross credit purchases - the current year due to
Turnover Ratio purchase return Average Trade Payables 0.86 189.50 -99.55% acquisition of business.
Movement is due
to increase in other
Average Working capital liabilities at the end of
Net Capital Turnover Net sales = Total sales - = Current assets – the current year due to
Ratio sales return Current liabilities (0.14) 0.06 -335.60% acquisition of business.
Movement is due
to increase in other
expenses on account
of acquisition of
Net sales = Total sales - business in current
Net Profit ratio Net Profit sales return (2.20) 0.63 -449.50% year.
Movement is due
Capital Employed = to decrease in net
Tangible Net Worth + worth on account of
Return on Capital Earnings before interest Total Debt + Deferred acquisition of business
Employed and taxes Tax Liability (0.21) 0.05 -545.72% in current year.
Return on Investment Interest (Finance Income) Investment 0.13 0.13 0.00%
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CIN NO: U01403MH2007PLC176907
38.
(i) In the opinion of the management of the Company and to the best of their knowledge and belief, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) In the opinion of the management of the Company and to the best of their knowledge and belief, no funds have been received by the Company from
any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Details of the Purchase consideration, the net assets including intangible assets acquired are as follows:
(a) Purchase Consideration:
Particulars Amount
Purchase consideration 190.00
Net working capital 0.06
Total Purchase Consideration 190.06
(b) Assets Acquired and Liabilities assumed at fair value based on PPA :
The Details of assets and liabilities recognised as a result of the business acquision are as follow:
Particulars Amount
Assets:
Right Of Use Assets 103.50
Property plant and equipment 84.73
Other intangible assets 1.77
Inventories 0.22
Trade Receivables 3.42
Other assets 3.26
196.90
Liabilities
Trade Payables 4.15
Other liabilities 2.68
6.83
Net identifiable assets acquired at fair value 190.06
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CIN NO: U01403MH2007PLC176907
Particulars Amount
Fair value of acquired trade receivables 3.42
Gross contractual amount for trade receivable 3.42
Contractual cash flow not expected to be collected —
A Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
Credit risk arises primarily form financial assets such as trade receivables, investments in mutual funds, preference shares, debentures, derivative
financial instruments, other balances with banks, loans and other receivables.
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CIN NO: U01403MH2007PLC176907
Total 8.63 —
Particulars As at As at
31 March, 2024 31 March, 2023
Balance at beginning of the year — —
Movement in expected credit loss allowance — —
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CIN NO: U01403MH2007PLC176907
B Liquidity risk
The Company determines its liquidity requirements in the short, medium and long term. This is done by drawing up cash forecast for short and medium term
requirements and strategic financing plans for long term needs.
Liquidity risk is managed by Company through effective fund management. The Company’s principal sources of liquidity are cash and cash equivalents and the
cash flow that is generated from operations. The Company believes that current cash and cash equivalents and cash flow that is generated from operations is
sufficient to meet requirements. Accordingly, liquidity risk is perceived to be low.
The following are the remaining contractual maturities of financial liabilities at the reporting date. Amounts disclosed are the contractual un-discounted cash
flows.
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CIN: L24200MH1960PLC011807
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