RELAnnual Report
RELAnnual Report
RELAnnual Report
Sub: Annual Report of the Company for the Financial Year ended March 31, 2023.
Dear Sir/Madam,
In furtherance to our intimation dated 06th September, 2023 wherein the Company had
informed that the 13th Annual General Meeting (AGM) of the Company is scheduled to
be held on Friday, 29th September, 2023 at 04:00 P.M. (IST) through Video
Conference/Other Audio Visual Means, we are submitting herewith the Annual Report
of the Company including the Business Responsibility and Sustainability Report and the
Notice of AGM for the financial year 2022-23, which is being sent only through electronic
mode to the Members, holding equity shares of the Company as on September 01, 2023
and whose email address is registered with the Company/Depositories.
The Annual Report containing the Notice of AGM is also uploaded on the Company’s
website at www.rattanindia.com.
Thanking you,
Yours faithfully,
For RattanIndia Enterprises Limited
RAJESH Digitally signed by
RAJESH KUMAR
KUMAR ARORA
Date: 2023.09.07
ARORA 19:11:28 +05'30'
Rajesh Arora
Company Secretary
Encl: a/a
NOTICE
Notice is hereby given that the 13th Annual General Meeting (AGM) of the members of RattanIndia Enterprises Limited will
be held on Friday, September 29, 2023 at 04:00 P.M. (IST) through Video Conferencing(“VC”) / Other Audio-Visual Means
(“OAVM”) to transact the following businesses.
The proceedings of the 13th AGM shall be deemed to be conducted at the Registered office of the Company at 5th Floor,
Tower-B, Worldmark 1, Aerocity, New Delhi -110037, which shall be the deemed venue of the AGM.
ORDINARY BUSINESS:
Item no. 1
To receive, consider and adopt the audited standalone financial statements of the Company for the financial year
ended March 31, 2023 and the reports of the Board of Directors and auditors thereon.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended March 31, 2023,
together with the reports of the Board of Directors and of the Auditors thereon be and are hereby received, considered
and adopted.”
Item no. 2
To receive, consider and adopt the audited consolidated financial statements of the Company for the financial
year ended March 31, 2023 and reports of the auditors thereon.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31,
2023, together with the reports of the Auditors thereon be and are hereby received, considered and adopted.”
Item no. 3
To appoint a Director in place of Mr. Rajesh Kumar (DIN: 03291545), who retires by rotation and being eligible,
offers himself for re-appointment.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies
Act, 2013, Mr. Rajesh Kumar (DIN: 03291545), who retires by rotation and being eligible offers himself for re-appointment,
be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”
01
SPECIAL BUSINESS:
Item no. 4
To appoint Mr. Rahul Gochhwal as President-Fintech Business, a related party and for holding the office of place
of profit.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 188 of the Companies Act, 2013 read with Rule 15(3) of the
Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and other applicable provisions, if any, of
the Companies Act, 2013 including statutory modification(s) or re- enactment thereof for the time being in force and as may
be enacted from time to time and at the recommendation of Board, Audit Committee and Nomination & Remuneration
Committee, the consent of Members be and is hereby accorded to appoint Mr. Rahul Gochhwal to hold an office or place
of profit, as “President-Fintech Business” of the Company with effect from October 1, 2023, at the remuneration specified
in the explanatory statement to this item, to be paid by Company, with the authority of the Board to alter and vary the
terms and conditions of the said appointment including but not limited to designation and remuneration in such manner
as may be decided by the Board from time to time at the recommendation of the Nomination & Remuneration Committee.
RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, any Director or Company Secretary
of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered necessary,
proper or desirable in the said regard.”
2 03
securities of listed companies can be transferred in case the shares are held by them in electronic form,
only in dematerialized form with effect from April and to the RTA, KFin Technologies Limited, in case the
1, 2019, except in case of requests received for shares are held in physical form.
transmission or transposition of securities. In view of
this and to eliminate all risks associated with physical 13. The details of the process and manner for remote
shares and for ease of members with respect to their e-Voting and e-AGM are explained herein below:
portfolio management, members holding shares in
Step 1 : Access to Depositories e-Voting system in
physical form are requested to consider converting
case of individual shareholders holding shares in
their holdings to dematerialized form. Members can
demat mode.
contact Company’s RTA, KFin Technologies Limited
for assistance in this regard. Step 2 : Access to KFintech e-Voting system in case
of shareholders holding shares in physical and non-
12. As per the provisions of Section 72 of the Act,
individual shareholders in demat mode.
the facility for making nomination is available
for the Members in respect of the shares held by Step 3 : Access to join virtual meetings(e-AGM) of the
them. Members who have not yet registered their Company on KFin system to participate e-AGM and
nomination are requested to register the same by vote at the AGM.
submitting Form No. SH-13. Members are requested to
submit these details to their Depository Participants
Type of
Login Method
shareholders
Individual 1. User already registered for IDeAS facility:
Shareholders I. Visit URL: https://eservices.nsdl.com
holding securities in II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
demat mode with III. On the new page, enter User ID and Password. Post successful authentication, click on
NSDL “Access to e-Voting”
IV. Click on company name or e-Voting service provider and you will be re-directed to
e-Voting service provider website for casting the vote during the remote e-Voting
period.
2. User not registered for IDeAS e-Services
I. To register click on link : https://eservices.nsdl.com
II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in points 1
3. Alternatively by directly accessing the e-Voting website of NSDL
I. Open URL: https://www.evoting.nsdl.com/
II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number held with NSDL), Password / OTP and a Verification Code as shown on
the screen.
IV. Post successful authentication, you will requested to select the name of the company
and the e-Voting Service Provider name, i.e.KFintech.
V. On successful selection, you will be redirected to KFintech e-Voting page for casting your
vote during the remote e-Voting period.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in Demat mode with CDSL sending a request at helpdesk.evoting@cdslindia.com or contact at toll free
no. 1800 22 55 33
Details on Step 2 are mentioned below:
II) Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat
mode and shareholders holding securities in physical mode.
(A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from
KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow
the following process:
05
i. Launch internet browser by typing the URL: https:// x. You may then cast your vote by selecting an
evoting.kfintech.com/ appropriate option and click on “Submit”.
ii. Enter the login credentials (i.e. User ID and password). xi. A confirmation box will be displayed. Click “OK” to
In case of physical folio, User ID will be EVEN (E-Voting confirm else “CANCEL” to modify. Once you have
Event Number) 7694, followed by folio number. In voted on the resolution (s), you will not be allowed to
case of Demat account, User ID will be your DP ID and modify your vote. During the voting period, Members
Client ID. However, if you are already registered with can login any number of times till they have voted on
KFintech for e-voting, you can use your existing User the Resolution(s).
ID and password for casting the vote.
xii. Corporate/Institutional Members (i.e. other than
iii. After entering these details appropriately, click on Individuals, HUF, NRI etc.) are also required to send
“LOGIN”. scanned certified true copy (PDF Format) of the
Board Resolution/Authority Letter etc., authorizing
iv. You will now reach password change Menu wherein its representative to attend the AGM through VC
you are required to mandatorily change your / OAVM on its behalf and to cast its vote through
password. The new password shall comprise of remote e-voting. Together with attested specimen
minimum 8 characters with at least one upper case signature(s) of the duly authorised representative(s),
(A- Z), one lower case (a-z), one numeric value (0-9) to the Scrutinizer at email id sanjay@csskc.in with a
and a special character (@,#,$, etc.,). The system will copy marked to evoting@kfintech.com. The scanned
prompt you to change your password and update image of the above-mentioned documents should be
your contact details like mobile number, email ID etc. in the naming format “Corporate Name_Even No.”
on first login. You may also enter a secret question
and answer of your choice to retrieve your password (B) Members whose email IDs are not registered with
in case you forget it. It is strongly recommended the Company/Depository Participants(s), and
that you do not share your password with any other consequently the Annual Report, Notice of AGM and
person and that you take utmost care to keep your e-voting instructions cannot be serviced, will have to
password confidential. follow the following process:
v. You need to login again with the new credentials. Procedure for Registration of email and Mobile:
securities in physical mode
vi. On successful login, the system will prompt you
to select the “EVEN” i.e.,‘“7694 - AGM” and click on Physical shareholders are hereby notified that based
“Submit” ion SEBI Circular number: SEBI/HO/MIRSD/MIRSD-
PoD-1/P/CIR/2023/37, dated March 16th, 2023, All
vii. On the voting page, enter the number of shares holders of physical securities in listed companies
(which represents the number of votes) as on the shall register the postal address with PIN for their
Cut-off Date under “FOR/AGAINST” or alternatively, corresponding folio numbers. It shall be mandatory
you may partially enter any number in “FOR” and for the security holders to provide mobile number.
partially “AGAINST” but the total number in “FOR/ Moreover, to avail online services, the security holders
AGAINST” taken together shall not exceed your total can register e-mail ID. Holder can register/update the
shareholding as mentioned herein above. You may contact details through submitting the requisite ISR 1
also choose the option ABSTAIN. If the Member does form along with the supporting documents.
not indicate either “FOR” or “AGAINST” it will be
treated as “ABSTAIN” and the shares held will not be ISR 1 Form can be obtained by following the link:
counted under either head. https://ris.kfintech.com/clientservices/isc/default.
aspx
viii. Members holding multiple folios/demat accounts
shall choose the voting process separately for each ISR Form(s) and the supporting documents can be
folio/ demat accounts. provided by any one of the following modes.
ix. Voting has to be done for each item of the notice a) Through ‘In Person Verification’ (IPV): the authorized
separately. In case you do not desire to cast your vote person of the RTA shall verify the original documents
on any specific item, it will be treated as abstained. furnished by the investor and retain copy(ies) with IPV
stamping with date and initials; or
07
II. Post your Question: The Members who wish to post V. In case a person has become a Member of the
their questions prior to the meeting can do the same Company after dispatch of AGM Notice but on or
by visiting https://emeetings.kfintech.com. Please before the cut-off date for E-voting, he/she may
login through the user id and password provided obtain the User ID and Password in the manner as
mentioned below:
in the mail received from Kfintech. On successful
login, select ‘Post Your Question’ option which will i. If e-mail address or mobile number of the
be opened from September 25, 2023 to September member is registered against Folio No. / DP
27, 2023. ID Client ID, then on the home page of https://
evoting.kfintech.com/ , the member may click
III. In case of any query and/or grievance, in respect of “Forgot Password” and enter Folio No. or DP ID
voting by electronic means, Members may refer to Client ID and PAN to generate a password.
the Help & Frequently Asked Questions (FAQs) and
ii. Members who may require any technical
E-voting user manual available at the download assistance or support before or during the AGM
section of https://evoting.kfintech.com (KFintech are requested to contact KFintech at toll free
Website) or contact Ms. C Shobha Anand, at evoting@ number 1-800-309-4001 or write to them at
kfintech.com or call KFintech’s toll free No. 1-800-309- evoting@kfintech.com.
4001 for any further clarifications.
VI. The Results of voting will be declared within two
IV. The Members, whose names appear in the Register working days from the conclusion of the AGM and
the Resolutions will be deemed to be passed on
of Members / list of Beneficial Owners as on Friday,
the date of the AGM, subject to receipt of requisite
September 22, 2023, being the cut-off date, are
number of votes. The declared Results, along with the
entitled to vote on the Resolutions set forth in this Scrutinizer’s Report, will be available forthwith on the
Notice. A person who is not a Member as on the Company’s corporate website www.rattanindia.com
cut-off date should treat this Notice for information and on the website of RTA, such Results will also be
purposes only. Once the vote on a resolution(s) is cast forwarded to the National Stock Exchange of India
by the Member, the Member shall not be allowed to Limited and BSE Limited, where the Company’s shares
change it subsequently. are listed.
09
MARCHING
AHEAD
RattanIndia
Enterprises Limited
Annual Report
2022-23
Contents
Cautionary statement
Information in this Management Discussion and Analysis Report highlighting your Company’s objectives, forecasts, estimates, and
expectations may be deemed forward-looking statements under applicable laws and regulations, and actual results may differ
from those expressed or indicated herein. Your Company is not obligated to publicly amend, update, or alter any forward-looking
statements due to new information, developments, or events.
CORPORATE STATUTORY FINANCIAL
OVERVIEW REPORTS STATEMENTS
India.
A land of relentless growth that keeps pace
with the visions of the future.
A nation that’s at the cusp of a dynamic
boom in opportunities & development.
A country that is about to rise to unforeseen
heights.
A name that is looked upon as a beacon of
global economic hope.
The potential is undeniable. The
progress is inevitable.
“AT REL, WE
HAVE CAREFULLY
CHOSEN TO BE
IN NEW-AGE
BUSINESS SPACES
THAT ARE AND
WILL CONTINUE TO
SURGE WITH THE
RESURGENCE OF
OUR NATION.”
Rajiv Rattan
Chairman
Indian economy: India’s GDP print India faced high inflation in 2022-23 The year saw the consumption of
in the last quarter of FY2022-23 due to global geopolitical turmoil major fuels–diesel, petrol, and LPG
indicated significant economic triggered by the Russia-Ukraine war. – that broke/surpassed all previous
growth as it reached 6.1%, lifting CPI (Consumer Price Index), which records. Traditionally, petroleum
the total annual growth to 7.2%, measures retail inflation of goods & product consumption is considered
according to the data released by services in the economy covering a measure of crude oil demand. It is
NSO (National Statistical Office) 260 commodities, rose highest in also a proxy for tracking industrial
on 31st May 2023. The uptick was April to 7.79% but came down to activity and domestic consumption
driven by good performance in a much more comfortable level of trends.
the agriculture, manufacturing, 5.66% in March 2023. The average
mining, and construction sectors inflation for the whole year remains Outlook: The Indian economy
which catapulted the economy to a at 6.7% in FY23. seems better placed amid global
whopping US$ 3.3 trillion. recession fears and further interest
Commodity prices remained high hikes. July 2023 data suggests
Growth in the March quarter throughout the financial year. high-frequency indicators like
reflects a steady/consistent But raw material prices dipped manufacturing data, capex by state
expansion and an overall economic sequentially during the fourth and central Government, and a
strength. Case in point, GVA (Gross quarter of FY23, resulting in better recent uptick in tax receipts (direct
Value Added) has risen 7% in the operating margins in almost all & indirect). As a net importer of
2022-23 fiscal and manufacturing sectors. However, experts suggest crude oil, diminished prices are
jumped in the final quarter of that the commodity prices will likely to have a ripple effect on the
FY23 to 4.5% after six months likely remain stable but range Indian economy this financial year,
of contraction. However, overall bound in FY24. potentially improving corporate
consumption remained tepid for margins.
an entire year. The mining sector The total gross GST collection for
2022-23 stood at C18.10 lakh crore, However, escalation in global
experienced an acceleration of 4.3%
while the average gross monthly tension and domestic weather
last financial year against 2.3% in
collection for the entire year was threats like El Nino can potentially
2021-22. The services sector grew
C1.51 lakh crore. The GST revenues thwart the growth momentum,
by 9.5%. Trade, hotel, transport,
clocked 13% growth on a y-o-y basis. negatively impacting food inflation
communication, and broadcasting
and consumption demand. The
services have shown an annual
The fuel prices remain stable in the recent rise in vegetable prices is
growth of 14% in FY23.
financial year ending March 2023. also worth monitoring.
Growth drivers An era of high technology and digital economy in the country
startups: India is experiencing a in a penetrative manner Case in
The digital economy significantly
golden technological development point, the Digital Saksharta Abhiyan
impacts the country’s economy and
age. And with a growing number (DISHA) program launched in 2016
society, where private and public
of tech talents trained in world- aims to make at least one member
sectors are fueling its growth. It has
class institutions, several tech of every household digitally literate.
created jobs, boosted productivity,
startups and established players are The recent budget 2023 also
and enabled common people to
investing in the sector. Further, with emphasised the importance of
access services and opportunities
various cutting-edge technologies digital in the Indian economy while
easily and affordably. The growth
like 5G, AI, blockchain, augmented putting adequate importance on
of the digital economy further
reality, virtual reality, machine 5G labs, AI centers of excellence,
led to the emergence of several
learning, deep learning, robotics, and right skilling.
new business models, such as
natural language processing, etc.,
e-commerce, digital payments, Changes in the nature of
in play, India has become a global
online education and many more. business: The Indian industry has
hub for tech startups. Case in point,
India has over 27,000 active tech been undergoing changes/shifts
Growing population and Aadhar:
startups, with 1,300 starting just in recent years, with a growing
India is the world’s most populous
in 2022. India’s startup ecosystem number of organisations adopting
(142.02 crore) country with rising
is one of the fastest-growing in digital technologies and an equally
income and a substantial young
the world, with several unicorns large number of business entities
population. Most of this population
emerging in recent years. registering in the GST digital
is biometrically registered and
platform. In June 2022, more than
connected through a single
Policy reforms: The Digital India 11.9 million entities registered on
biometric digital identity platform
framework serves as a guiding the portal. Further, the multiplying
called Aadhar, a key component
principle in the digital economy, number of smartphones, affordable
in our digital infrastructure. Apart
focusing on industry transformation data plans by telecom companies,
from being inherently unique, it
to promote growth. Coupled with and increasing internet penetration
also plays an essential role in digital
the Digital India program, the Make have enabled more people to
governance in India. For example, it
in India initiative, which promotes access digital services. This has
ensures that government benefits
(indigenous/local) manufacturing created a large market for digital
reach directly to the intended
within the country, is promoting services, including e-commerce,
beneficiaries. Further, the Indian
the production of digital devices in digital payments, fintech, and
population is known for their
India. One of the other significant online entertainment.
adaptability and eagerness to
initiatives is that the BharatNet
learn. As a result, the nation is
project aims to connect villages in
rapidly adopting this new digital
India with high-speed broadband
technology, thus driving growth in
by 2023. This rural connectivity will
the Indian economy.
play a pivotal role in scaling the
PRESENCE.
PERFORMANCE.
PROSPECTS.
With reviving domestic demand, increasing capacity utilisation by the
manufacturing sector, and easing input cost pressures, the corporate sector
draws funds for productive purposes. Against this backdrop, multiple
industry segments such as drones, electric vehicles, e-commerce and fintech
businesses are soaring, which in turn are helping India to become a US$ 5
trillion economy. Besides being utterly eco-friendly, these sunrise sectors
provide flexibility, scalability, decent profit margin, and significant enough
room for growth for the Company in the future.
E-COMMERCE
MERCE
ELECTRIC
VEHICLES
RIC
CLE
30% EV penetration by 2030. In shift in customer preference from FY18 FY19 FY20 FY21 FY22 FY23
FY23, EV sales witnessed massive petrol two-wheelers to electric ones Source: Center for Energy Finance, CareEdge Research
Sales units of E2Ws and Penetration of E2W in overall two -wheeler volumes
4.35%
7,26,841
1.84%
2,52,547
Opportunities moving the car. This means that transition, energy security and net
an electric vehicle is roughly zero objectives, which will help
There is a growing thrust on the
three times as efficient as an ICE the EV industry to work alongside
adoption of electric vehicles (EVs)
vehicle. Needing less energy to in addressing the issues related to
across the globe amid increasing
power your car also helps bring Climate Crisis. The government of
carbon emissions which have
down the cost. India has also planned to achieve
serious repercussions including
100% e-mobility by 2030 in smart
global warming. The Indian • In almost every aspect, electric cities and this opens a huge market
government is aligned with taking vehicles are technologically for EVs.
steps to decarbonise the economy superior to ICE vehicles. Electric
with a push towards electrification vehicles are simpler - a battery Electric Bikes: In the dynamic
of mobility. As India is significantly plus motor and controller is landscape of India’s two-wheeler
dependent on crude oil imports all that’s replacing the entire market, where the electric scooter
and various cities in India are facing engine and its related systems revolution has been stealing
pollution menace, the Indian in ICE vehicles. ICE technology the spotlight, the presence of
government has also acknowledged is extremely complex, if one motorcycles, which constitute
the need to promote EVs. The considers the enormous number over 65% of the annual two-
Government’s initiatives along with of parts operating in sync with wheeler market in India, has been
growing concerns for environment & each other. overlooked. Electric bikes are
energy security, rapid advancements perfect for micro-mobility solutions.
in technologies for powertrain • The proactive measures taken by
electrification, and innovative newer the Government, as well as the Additionally, the burgeoning
business models are driving the State Government to accelerate interest in sustainable
sales of EVs. EV transition, development of transportation alternatives among
local manufacturing of batteries, consumers, combined with the
Mentioned below are some of and increasing affordability of the increasing availability of affordable
the key points that will lead to vehicles, augur well for the sector Electric bikes, is expected to drive
faster adoption of EVs and present which is anticipated to see long- further growth in the coming years.
significant growth opportunities: term growth in the future. The Advances in battery technology
overall outlook for E2W in India is and the increasing availability and
• According to the Department
positive, and the country is well use of battery swapping stations
of Energy (DOE), in an EV, about
on its way towards achieving have also contributed to the
59-62 percent of the electrical
a sustainable and eco-friendly demand. Strategic agreements
energy from the grid goes to
transportation ecosystem. between manufacturers, service
turning the wheels, whereas
providers, and charging companies
gas combustion vehicles only In the Union Budget 2023-24, the are building alliances which will
convert about 17-21 percent of government has allocated INR accelerate the penetration.
energy from burning fuel into 35,000 crore to achieve the energy
Overview of business
here are some of the most crucial
aspects of our strategy:
FINTECH
CH
Overview: The COVID-19 today started as fintech startups. have launched innovation labs to
lockdowns and mobility restrictions Many renowned foreign investors develop contemporary solutions.
positively impacted the overall are actively investing in many such The RBI assists finance startups
fintech market in India. Naturally, potential/promising startups. Also, with financial support to develop
people depended more on online several Government initiatives to technology solutions. Also, the
payment methods, e-commerce promote the digitisation of financial Government has approved new
which grew exponentially during systems and a cashless economy banking licenses and increased the
2020 and 2021. However, this trend have helped consumers to shift FDI limit in the insurance sector.
continued even after the pandemic towards digital alternatives for
because people realised the ease financial transactions and services. All these factors led India to host
of online financial transactions over more than 2,100 fintech entities
physical methods. ‘Digital India’ has fueled fintech making it the world’s third-largest
growth by providing digital provider of fintech services. Newly
Today, with India becoming a hub infrastructure and services to founded startups in the past five
for many Fintech startups, the all citizens. An estimated 80% years comprise 67% of the total
Indian fintech industry has shown of the banking activities at top fintech companies in India.
enormous growth and potential banks in India operate on digital
over the past few years. Some of platforms. Numerous companies,
the biggest companies in India in partnership with fintech firms,
Growth drivers • With the growing middle class In last few years, digital lending
and increasing disposable has witnessed significant growth
• The Government remains
income in the country fintech in India. Open banking has
extremely supportive of the
companies are interested emerged as a sunrise trend in
fintech industry with the
to tap into the market by the fintech industry, where banks
introduction of policies like
offering services such as wealth and other financial institutions
Unified Payment Interface
management, digital investment open their APIs (Application
(UPI), Digital India and PMJDY
platforms, and robo-advisory Programming Interfaces) to third-
(Pradhan Mantri Jan Dhan Yojana)
services for the Indian market. party developers. Also, AI, ML and
initiatives promoting digital
Blockchain are expected to play
payments and financial inclusion. Opportunities: Fintech companies a significant role in future growth
• Fintech companies are can bring unprecedented change and can transform the industry with
partnering with traditional in how people bank in India secure, transparent, cost-effective,
financial institutions thereby by providing quick, easy and and efficient transactions.
expanding their reach and affordable financial services not
capability while offering new only to the marginal people but BNPL of Buy Now Pay Later is
products and services. also to the resident of tier 2 and 3 another emerging trend in the
cities and remote villages, which Indian fintech industry. Because
• Fintech organisations are are still neglected by our traditional of the symbiotic link with
taking into fold the previously banking system. E-commerce, BNPL is deemed
neglected and poorest section the future of fintech. BNPL is very
of the populace. Furthermore, Powered by rapid advancement popular among GenZ consumers,
unlike traditional banks, they in technology, deeper penetration young millennials and first-time
are very active in rural areas of of smartphones even in distant borrowers because of the simplicity
the country where access to the areas of the country and affordable of access to credit and also, this
banking system is limited. internet connectivity, the fintech particular demographic is ignored
sector is playing a defining role in by our conventional banking
• The growth of E-commerce in
increasing financial inclusion and system.
India has created opportunities
offering an equitable opportunity
for fintech companies offering
for the economic upliftment of the
payment solutions and financial
people of India.
services for online shoppers.
1. With the ‘wefin’ app or website, 4. With an integrated system and financial empowerment, especially
Neotec facilitates paperless web aggregation at the core, it among underserved and unbanked
authentication and onboarding is easy to scale up the business populations. While Aadhaar based
against a heavy paperwork quickly without any hassle. eKYC has solved the identity layer
scenario for traditional lending. (eKYC), Account Aggregator is
It expedites the whole process, Our business strategy going transforming way consent based
and with instant loan approval, forward authentic financial data is being
customers can enjoy a seamless In recent years, India has witnessed a shared by individuals which is
and user-friendly borrowing remarkable and rapid transformation enabling financial institutions to
experience. in its financial sector, largely make machine led real time credit
driven Jan-Dhan- Aadhaar- Mobile decisions.
2. As a bank/NBFC agnostic digital
(JAM) trinity. This has been further
platform, customers can choose Credit auto-repayments are
supplemented by the emergence
from several loan products driven by eNACH and UPI based
of India stack comprising of
offered by several companies e-mandates. Aadhaar based eSign
Aadhaar, UPI, e-NACH, Account
and compare them live. It makes has enabled paperless, legally
Aggregator and Aadhaar based
choosing a particular product tenable and transparent e-contracts
eSign ecosystem. This digitization
easy based on the customer’s between individuals and financial
has significantly impacted various
preference and need. institution. This entire ecosystem
aspects of the country’s financial
is driving the digital sourcing,
3. Neotec’s ability to offer ecosystem, bringing about
underwriting and delivery of credit
personalised loan products improved accessibility, efficiency,
digitally.
gives the Company a strategic and inclusivity.
advantage over its market Wefin is leveraging data analytics,
The fusion of technology and
peers, which results in a high machine learning, and artificial
finance has not only reshaped the
conversion ratio and satisfied intelligence for sourcing and
way financial services are delivered
customers. assessing creditworthiness of
but has also paved the way for
customers. Wefin has partnered
with Banks and other financial
institutions to enable this digital
distribution of credit and insurance
products without partaking any
credit risk.
DRONES
ES
Growth drivers
• The Directorate General of Civil • The Indian government 3. Further, there are anti-drone
Aviation (DGCA) released two implemented liberal policies and systems in the defense,
sets of regulations for drones in initiatives for the drone industry, specifically in the areas of
2018. These regulations aimed including Drone Shakti – a PLI sensors, phased array radar,
to create a framework for the scheme, increased air space, Radio Frequency (RF) sensors,
safe and controlled operation of and others that have proven electro-optical and infra-red (EO/
drones in India. to be very encouraging and IR) systems, navigational satellite
collectively support the market’s jammer systems, RF jammer
• The Drone Rules, 2021 were
growth. The Government has and laser-directed energy
framed to simplify and ease
allocated C120 crore for the PLI weapon (Laser-DEW) systems.
the process of the adoption of
scheme to incentivise drone In addition, there is scope
drones.
manufacturing in India. for border security, counter-
• The Digital Sky platform insurgency and crime control,
• The increasing array of drone
was launched by the Indian and anti-terrorism applications.
applications in multiple
government to facilitate
industries is propelling the 4. Another big opportunity
the online registration and
growth of the entire drone area in the drone industry is
approval process for drone
ecosystem, including drone the novel idea of drone-as-a-
operators and pilots.
repair and overhaul, drone service. Most companies may
• Kisan Drones – The scheme was maintenance, drone platform opt for this service because an
to promote the use of drones services, and training and enterprise-level drone might be
in agriculture and make drone education. exceedingly expensive. This is
technology affordable to the anticipated to boost the growth
farmers and other stakeholders
Opportunities
in the drone industry as well,
of this sector. 1. Several types of drones are as most of the time; drones are
used these days. These drones found to be reducing enterprise
• The Government is encouraging
need both hardware, software expenditures.
the ecosystem of setting up
and several components to
more DGCA-approved remote 5. India needs around 100,000
operate. Naturally, unmatched
pilot training orgnisations, to drone pilots in the next few
manufacturing opportunities
cater the future demand of years. The Government’s
exist for all these materials.
certified drone pilots. Pradhan Mantri Kaushal Vikas
2. The commercial UAV market Yojana 4.0 aims to upskill
• The Government’s Startup India
is experiencing exponential Indian youth with industry-
initiative aimed to provide various
growth, becoming widely relevant knowledge to
benefits to startups, including
utilised in many application enhance their employability;
those in the drone sector. Startups
areas. These applications include this scheme also includes
could avail tax benefits, fast-track
site inspections, surveillance, drones (Budget FY23-24).
patent applications, and access
monitoring & capture, and real-
to funding through government
time data transmission.
schemes.
across Drones-as-a-Product and in Surveillance. TACT is a military Company to get the benefits of
Drones-as-a-Service. grade drone with 10x zoom and synergies within group companies
thermal capabilities and Nimble-i and sharing of knowledge and
The Company aims to be a market is the industry’s most affordable expertise in various operational and
leader in the Indian drone industry surveillance drone. DOPO is a financial aspects.
and has ambitions to explore powerhouse which can map
markets beyond India. The Company over 5 Sq. kms of land in a single The identification of challenges and
is building a strong presence day, it can also support industrial issues faced by Drone customers
across Consumer, Commercial, inspection, agriculture. and providing the products
Defence drones along with Drone catering to their needs are the key
services and Pilot training. A team The Company have the best growth and sales drivers for the
of company’s subject matter & delivery drones in the market which Company. The combination of retail
technical experts are currently can carry payloads of over 20kg and and institutional customer base will
working on a miniature drone for the Company has also performed be an advantage to diversify the
revenue stream of the Company.
the consumer drone market. The BVLOS (Beyond Visual Line of Sight)
The vast offerings of the Company
Company has also built upon the for drone delivery. We launched an
products to different categories of
Rattan group’s strong foundations innovative, Made-in-India Anti-
customer base will be pivotal to
in the infrastructure space and Drone – the defender. Defender the Company’s growth aspects. The
entered the drone services market can lock, track and hunt down the Company is working towards the
which covers categories like land rogue drones which are entering right price discovery and optimal
mapping, infrastructure inspection, unauthorised spaces. mix of drone models and features
surveillance, logistics and agriculture. to address various customer
The Company has also ventured segments and applications. The
The Company acquired Throttle into drone pilot training to upskill objective of the Company is to
Aerospace Systems (TAS), a the Indian youth and provide provide quality & reliable products
7-year-old company and a leading employment. Efforts are underway and innovative drones that meet or
commercial and defence drone to harness the best intellectual exceed customer expectations. The
manufacturer in India. TAS has talent and technologies in order Company is putting its efforts to
India’s first DGCA approved drone to deliver scalable products and get quality and other accreditation
and has license to make drones for platforms towards this end. applicable to its products and
Ministry of Defence (MoD). TAS also services, which will boost the
qualified for GOI’s PLI scheme. We The strong linkages to parent will confidence of customers in the
have the industry-best products be an added advantage to the Company’s product quality.
Human Internal
resources control systems
The Company takes immense pride Your Company has an internal Internal control systems are
in the commitment, competence control system suitable to the examined regularly for effectiveness
and dedication of its employees characteristic and scale of its and deliverability so that any
in the respective areas of their operations and efficiently and necessary precautions to reinforce
expertise. The Company has a efficiently addresses all aspects them can be undertaken in
structured induction process at all of the business and functional response to changing company
locations for employees at all levels departments. requirements. Your Company
and a standardised and flexible reviews its systems, procedures, and
system to further upgrade the The framework encompasses controls, consistently comparing
necessary skills of the workforce. a compliance management and aligning them with industry
Moreover, objective appraisal team with established policies, standards.
systems based on key result norms, and procedures, as well
areas are in place for all the staff, as applicable statutes, rules, and
including our senior management. regulations, alongside an inbuilt
The Company is committed to system of checks and balances
nurture the skills of its people to ensure that appropriate and
and retain its top talent through prompt corrective actions are taken
its comprehensive Learning and in the event of any discrepancies
Development initiatives. This is part from the defined standards and
of our human resource function parameters.
and is essential in supporting the
organisation’s growth.
Corporate Information
Board of Directors
Mr. Rajiv Rattan - Non Executive Chairman
Mrs. Anjali Nashier - Business Chairperson
Mr. Jeevagan Narayana Swami Nadar - Independent Director
Mr. Sanjiv Chhikara - Independent Director
Mrs. Neha Poonia (upto November 10, 2022) - Independent Director
Mrs. Pritika Poonia (w.e.f. November 10, 2022) - Independent Director
Mr. Rajesh Kumar - Wholetime Director
Your Directors present to you the Thirteenth Annual Report and the Audited Statement of Accounts of the Company for
year ended March 31, 2023
Financial Results
(H in million)
Standalone Consolidated
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Revenue
Revenue from operations 40.42 26.00 41,237.90 139.93
Other income 21.85 475.94 144.21 5,789.95
62.27 501.94 41,382.11 5,929.88
Expenses
Cost of raw materials consumed - - 941.99 -
Purchase of stock-in-trade - - 43,667.82 474.39
Changes in inventories of finished goods, stock in trade - - (10,218.50) (383.68)
and work-in-progress
Employee benefits expense 38.50 29.07 738.60 64.39
Finance costs 214.02 15.04 492.58 18.22
Depreciation and amortisation expense 22.77 6.35 98.82 12.68
Other expenses 2,587.29 20.24 8,267.55 69.86
2,862.58 70.70 43,988.86 255.85
(Loss)/ Profit before share of loss in Associate (2,800.31) 431.24 (2,606.75) 5,674.03
Share of loss in associate - - (126.70) (133.36)
(Loss)/ profit before tax (2,800.31) 431.24 (2,733.45) 5,540.67
Tax expense
Current tax expense - - 149.64 -
Deferred tax expense / (credit) - 2.03 (22.09) 2.03
(Loss)/ profit after tax (2,800.31) 429.21 (2,861.00) 5,538.64
Other comprehensive income
Items that will not be reclassified to profit and loss - - - -
Re-measurement of post-employment benefit obligations (0.19) (1.09) 2.84 (1.46)
Income tax relating to items that will not be reclassified to - - (0.01) -
profit or loss
Other comprehensive income for the year (0.19) (1.09) 2.83 (1.46)
Total comprehensive (loss)/ income for the year (2,800.50) 428.12 (2,858.17) 5,537.18
(Loss)/ Income for the period attributable to:
Equity holders of the Company (2,800.31) 429.21 (2,845.66) 5,538.64
Non-controlling interest - - (15.34) -
(2,800.31) 429.21 (2,861.00) 5,538.64
Other comprehensive Income attributable to
Equity holders of the Company (0.19) (1.09) 2.74 (1.46)
Non-controlling interest - - 0.09 -
(0.19) (1.09) 2.83 (1.46)
Total comprehensive (loss)/ Income for the year
attributable to:
Equity holders of the Company (2,800.50) 428.12 (2,842.92) 5,537.18
Non-controlling interest - - (15.25) -
(2,800.50) 428.12 (2,858.17) 5,537.18
Earnings per equity share (Face Value of D 2 each)
Basic (D) (2.03) 0.31 (2.07) 4.01
Diluted (D) (2.03) 0.31 (2.07) 4.01
TRANSFER TO RESERVE Mr. Rajiv Rattan (DIN: 00010849) due to his appointment
In view of the losses incurred during the financial year as Executive Chairman of RattanIndia Power Limited, had
ended March 31, 2023, it has not been possible to transfer re-transited from the position of Executive Chairman to
any amount to general reserve. Non-Executive Chairman of the Company w.e.f. October
29, 2022.
BUSINESS REVIEW
During the year under review, the Company has incurred Mr. Amit Jain (PAN: AEUPJ9311H) ceased to be the Chief
net loss of ₹ (2,800.50) Million. Financial Officer of the Company w.e.f. April 2, 2022 and
Mr. Amit Jain (PAN: AFKPJ7410C) was appointed as Chief
The Company is into the business of manpower/human Financial Officer of the Company w.e.f. April 2, 2022.
resource supply and consultancy, payroll management
Post closure of the financial year, Mr. Amit Jain (PAN:
services, technology business and other related activities.
AFKPJ7410C) ceased to be the Chief Financial Officer of
Company’s criteria for selecting the new-age businesses the Company w.e.f. May 19, 2023 and Mr. Vinu Saini (PAN:
are low capital expenditure requirement, low debt, clean AFSPB8478G) was appointed as the Chief Financial Officer
of the Company w.e.f. May 20, 2023.
tech, non-polluting industries (ESG compliant), rapidly
scalable, direct to consumer engagement, profitable Post Closure of Financial Year, Mr. Rajesh Kumar (DIN:
from beginning, etc. In light with the stated objective, 03291545) was appointed as an Executive Director on the
the Company through its subsidiaries, has forayed into board of the Company effective April 1, 2023, as approved
businesses like e-commerce, fintech, drones and electric by the shareholders in the EGM held on February 7, 2023.
vehicles, details of which can be referred to in the
Chairman’s Message and Management Discussion and The matter as to re-appointment of Mr. Rajesh Kumar, as
Analysis report. a director of the Company liable to retire by rotation has
been included in the Notice convening the Annual General
CHANGE IN OBJECT CLAUSE OF THE Meeting of the Company for the financial year 2022-23,
MEMORANDUM OF ASSOCIATION OF THE for the approval of the members of the Company and
COMPANY his detailed profile is given in the Corporate Governance
During the Financial Year 2022-23, an amendment in Report forming part of the Annual Report.
the object clause of Memorandum of Association of
During the year under review, no Non-Executive Directors
the Company to include an object of providing services
(NEDs) of the Company had any pecuniary relationship or
of planning, marketing, securing, developing infra- transactions with the Company.
structuring activity was approved by Shareholders through
Postal Ballot, result of which was declared on August 3, Pursuant to the provisions of Section 203 of the Act, the
2022 and registered by Registrar of Companies, Delhi on Key Managerial Personnel of the Company are: Mr. Rajesh
August 12, 2022. Kumar, Whole Time Director, Mr. Vinu Saini, Chief Financial
Officer, and Mr. Rajesh Arora, Company Secretary.
DIRECTORS/ KEY MANAGERIAL PERSONNEL
(KMP) DETAILS Details of the various committees along with the
In terms of the provisions of Section 152 of the Companies meetings held during the financial year 2022-23, are
Act, 2013 and Articles of Association of the Company, given in the “Report on the Corporate Governance” of the
Annual Report.
Mr. Rajesh Kumar (DIN: 03291545), would be retiring as a
director by rotation and being eligible for re-appointment, As required under Regulation 34(3) read with Schedule
has offered himself for the same. V Para C (10)(i) of LODR, Certificate from the Mr. Sanjay
Khandelwal Practicing Company Secretary that none of the
During the financial year, Mrs. Neha Poonia (DIN: 07965751)
Company’s Directors have been debarred or disqualified
resigned as Non-Executive Independent Woman Director
from being appointed or continuing as directors of
of the Company w.e.f. November 10, 2022, due to Companies, is enclosed as an Annexure to the Corporate
personal reasons and Mrs. Pritika Poonia (DIN: 06715564) Governance Report.
was appointed as Non-Executive Independent Woman
Director w.e.f. November 10, 2022 by the Board, and her DECLARATIONS FROM INDEPENDENT DIRECTORS
appointment was approved by the shareholders in the In terms of Section 149 of the Act, Mr. Sanjiv Chhikara,
EGM held on February 7, 2023. Mr. Jeevagan Narayana Swami Nadar and Mrs. Pritika
directors on the basis of criteria such as the contribution of Board And its Powers) Rules, 2014, as amended upto
of the individual director to the Board and committee date, a well formulated and meticulously framed policy
meetings like preparedness on the issues to be discussed, has been in place in the Company which is followed in
meaningful and constructive contribution and inputs in letter and spirit. The policy is uploaded on the website of
meetings, etc. the Company at the weblink: https://rattanindia.com/wp-
content/uploads/2022/08/POLICY-ON-MATERIALITY-OF-
MEETINGS OF THE BOARD OF DIRECTORS RELATED-PARTY-TRANSACTIONS-AND-DEALING-WITH-
During the year under review 7 meetings of the Board RELATED-PARTY-TRANSACTIONS.pdf
of Directors of the Company were held. The details as to
the dates of such meetings and the attendance of various During the year under review all the related party
directors of the Company thereat, have been provided in transactions entered into by the Company were with the
the Corporate Governance Report. prior approval of the Audit Committee. All such transactions
were at an arm’s length basis and in the ordinary course of
Additionally, a meeting of the Independent directors of business of the Company and details of such transactions,
the Company was held on February 10, 2023, with the forms a part of the financial statements of the Company for
participation of all Independent Directors of the Company the financial year 2022-23, which forms part of the Annual
at the meeting. Report. Certain transactions, which were repetitive in
nature, were approved through omnibus route.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of the Companies There were no material transactions of the Company
Act, 2013, the Company has in place, a well-defined and with any of its related parties without the consent of
well structured, Corporate Social Responsibility Policy (CSR the shareholders.
Policy) as drawn up by the Corporate Social Responsibility
Committee (“CSR Committee”) and approved by the Board. The details of such transactions form a part of the financial
statements of the Company for the financial year 2022-23,
The CSR Committee of the Company as on March 31, which forms part of the Annual Report.
2023, consists of three directors namely Mr. Sanjiv
Chhikara, Independent Director, who is the Chairman of LOANS AND ADVANCES IN THE NATURE OF LOANS
the Committee, Mrs. Pritika Poonia, Independent Director TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE
and Mr. Rajesh Kumar, Non-Independent Director. The INTERESTED BY NAME AND AMOUNT
Committee has been formed with the objective of Please refer notes to the financial statement, for details
implementing and monitoring the CSR Policy of the of the loans, pursuant to and in terms of the provisions of
Company under the control and supervision of the Board Schedule V Para C clause (10)(m) of the Listing Regulation,
of Directors. which are in the nature of loans and advances to firms/
companies in which directors are interested.
The CSR Policy of the Company lays down the various
causes to which the Company would be making its CSR INTERNAL FINANCIAL CONTROLS AND THEIR
contribution, towards effectuation of the policy. The ADEQUACY
Company was not statutorily required to make any The Company has in place internal financial controls
contributions towards CSR, during the year under review, commensurate with the nature and size of business
as there has been an average net loss. The CSR Policy of operations. These have been designed to provide
the Company has been uploaded on the website of the reasonable assurance with regard to recording and
Company and is available at the link https://rattanindia. providing reliable financial and operational information,
com/wp-content/uploads/2022/09/Corporate-Social- complying with applicable statutes, safeguarding assets
Responsibility-Policy_IIPL.pdf. The Annual report on CSR from unauthorized use or losses, executing transactions
forms a part of the Directors Report and is annexed hereto with proper authorization and ensuring compliance of
as Annexure-A. corporate policies. Internal Auditor along with external
firms of Chartered Accountants carry out Audits. Further,
CONTRACTS AND ARRANGEMENTS WITH Cost Auditors, the Secretarial Auditors and the Statutory
RELATED PARTIES Auditors are also responsible for checks during the course of
In due compliance with the requirements of the SEBI (Listing their respective audits. The Audit Committee reviews Audit
Obligations and Disclosure Requirements) Regulations, Reports submitted by the internal Auditors. Suggestions
2015 read with Section 188 of the Companies Act, 2013 for improvement are considered and the Audit Committee
and the Rule 6A and Rule 15 of the Companies (Meetings follows up the implementation of corrective actions. The
in terms of and pursuant to the Regulation 43A of the Listing b. Any claim in relation to phase – II of the Project
Regulations, forms part of the Annual Report, is available of RPL and
on the website of the Company: https://rattanindia.com/
wp-content/uploads/2022/08/Dividend-Distribution- c. Any contingent liability of RPL in excess of H5
Policy-RattanIndia-Enterprises-Limited.pdf crore in any FY.
DETAILS OF SIGNIFICANT CHANGES C. The Company has pledged 9,40,83,932 equity shares
For Changes in the key financial ratio, please refer to of RattanIndia Power Limited and kept under NDU
para 49 at page no. 155 of the Standalone Financials of 70,13,70,786 equity shares held by the Company in
the Company. RPL to secure :
DISCLOSURE PURSUANT TO SECTION 197(14) OF A report on the performance and financial position of each
THE COMPANIES ACT, 2013 of the subsidiaries has been provided in Form AOC-1 as per
The Company doesn’t have any holding company. The Section 129(2) of the Companies Act, 2013 (the Act).
executive director does not receive any remuneration or
commission from the subsidiary company. Further, pursuant to the provisions of Section 136 of the Act,
the audited financial statements including consolidated
ANNUAL RETURN financial statements along with relevant documents of
Pursuant to Section 92(3) read with Section 134(3)(a) of the the Company and audited financial statements of the
Act, the Annual Return as on March 31, 2023 is available subsidiaries are available on the website of the Company
on the Company’s website on https://rattanindia.com/ril/ www.rattanindia.com
annual-return-section-92-of-companies-act-2013/.
The Company’s Policy on material subsidiaries may be
The e-form MGT-7 shall be filed with the MCA within the accessed on the Company’s website at the web-link:
due date upon the completion of the 13th Annual General https://rattanindia.com/wp-content/uploads/2022/08/
Meeting of the Company as required under Section 92 of policy-on-material-subsidiaries.pdf
the Companies Act, 2013 and the Rules made thereunder.
PARTICULARS OF EMPLOYEES AND RELATED
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE DISCLOSURES
COMPANIES The statement containing the top ten employees and
As on March 31, 2023, your Company had eight Indian the employees drawing remuneration in excess of limit
subsidiary companies namely Cocoblu Retail Limited, prescribed under Section 197(12) of the Companies Act,
Neosky India Limited, Neotec Enterprises Limited, Neotec 2013 (Act) read with Rule 5(2) & (3) of the Companies
Insurance Brokers Limited, RattanIndia Investment Manager (Appointment and Remuneration of Managerial Personnel)
Private Limited, Revolt Intellicorp Private Limited (Revolt), Rules, 2014, forms part of the report. However, in terms of
Neobrands Limited and Throttle Aerospace Systems the proviso to Section 136(1) of the Act, the Report and
Private Limited (Subsidiary of Neosky India Limited) and Accounts are being sent to the Members and others
one Foreign Subsidiary Neorise Technologies – FZCO. entitled thereto, excluding the said information on
employees’ particulars. The said statement is also available
During the financial year: for inspection at the Registered Office of the Company
during business hours on working days of the Company
a. Neosky India Limited, a wholly owned subsidiary of
up to the date of the ensuing Annual General Meeting. Any
the Company in Throttle Aerospace Systems Private
Member interested in obtaining a copy of the same may
Limited (“TAS”) acquired 60% equity stake on a fully
write to the Company Secretary.
diluted basis in TAS and subsequent to the said
investment, TAS became a step-down subsidiary of The information required under Section 197(12) of the
the Company. Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
b. The Company had acquired 66.16% of the equity
Rules, 2014, is attached as an Annexure-B, to this Report.
share capital of Revolt, resulting in an increase in
the Company’s stake in Revolt from 33.84% to 100%. VIGIL MECHANISM
Consequent to this acquisition, Revolt became a Pursuant to Section 177(9) of the Act and Regulation 22 of
wholly owned subsidiary of the Company. SEBI (LODR) Regulations, 2015, Company has established a
vigil mechanism and has a whistle blower policy. The policy
c. The Company acquired 100% equity share capital
provides the mechanism for the receipt, retention, and
of Neobrands Limited, making it a wholly owned
treatment of complaints and to protect the confidentiality
subsidiary of the Company.
and anonymity of the stakeholders. The Vigil Mechanism
The Company neither has any associate company nor is it provides a mechanism for employees of the Company
in joint venture with any other entity. to approach the Chairman of the Audit Committee for
redressal. No person has been denied access to the (e) of the Securities and Exchange Board of India (Listing
Chairman of the Audit Committee. Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section forming part of
The Whistle Blower Policy is available on the website the Annual Report.
of the Company https://rattanindia.com/wp-content/
uploads/2022/08/whistle-bLower-policy-vigil-mechanism- CORPORATE GOVERNANCE REPORT
rel.pdf Pursuant to the applicable regulation of SEBI (LODR)
Regulations, 2015 read with Schedule V thereto, a
BUSINESS RESPONSIBILITY & SUSTAINABILITY
detailed report on Corporate Governance is included in
REPORT (BRSR)
The Regulation 34(2)(f) of the Listing Regulations mandate the Annual Report. A Practicing Company Secretary’s
the inclusion of the Business Responsibility & Sustainability Certificate certifying the Company’s compliance with
Report (BRSR), covering disclosures on the company’s the requirements of Listing regulations as set out in the
performance on Environment, Social and Governance SEBI (Listing Obligations and Disclosure Requirements)
parameters for the financial year 2022-23. BRSR includes Regulations, 2015, is attached to the Report.
reporting on the nine principles of the National Voluntary
Guidelines on social, environmental and economic STATUTORY AUDITORS & AUDITORS’ REPORT
responsibilities of business as framed by MCA. In M/s Walker Chandiok & Co LLP, Chartered Accountants
compliance with the said regulation, we have integrated (Registration no.: 001076N/N500013), Statutory Auditors
BRSR disclosures into our Annual Report as Annexure-C. of the Company, were in compliance with the provisions
of Section 139 of the Companies Act, 2013 read with the
GENERAL Companies (Audit And Auditors) Rules, 2014, appointed in
Your Directors state that no disclosure or reporting is the 10th Annual General Meeting held on September 30,
required in respect of the following items as there were no 2020, as the Statutory Auditors of the Company to hold
transactions pertaining to or developments/happenings office as such for a term of five years, from the financial
in respect of such matters, during the year under review: year 2020-21 to 2024-25 and continue to hold office as such.
1. Issue of equity shares with differential rights as to
The Auditors’ Report does not contain any qualification,
dividend, voting or otherwise.
reservation or adverse remark.
2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme No fraud has been reported by the Statutory Auditor,
including the stock option schemes in force in details of which are required to be disclosed u/s 143(12)
the Company. of the Act.
3. Passing of Material orders by the Regulators or Courts
The Notes on financial statement referred to in the
or Tribunals which impact the going concern status
Auditors’ Report are self–explanatory and do not call for
and Company’s operations in future.
any further comments.
4. Corporate insolvency resolution process initiated or
pending of any insolvency proceedings under the AUDIT COMMITTEE
insolvency and bankruptcy code, 2016 (IBC) The Audit Committee as on March 31, 2023 comprised
of four members namely, Mr. Jeevagan Narayana Swami
EMPLOYEE STOCK OPTIONS
Nadar who is also the Chairman of the Committee, Mrs.
During the financial year, the shareholders of the company
Pritika Poonia, Mr. Sanjiv Chhikara, Independent Directors
accorded their approval for institution of “RattanIndia
and Mr. Rajiv Rattan, a non-independent director. All the
Employee Stock Option Plan 2022” through postal ballot,
the results of which was declared on August 03, 2022. There recommendations made by the Audit Committee, as
has been no grant of options during the Financial Year and to various matters during the year under review, were
till the date of issuance of this report. accepted by the Board. A detailed description of the Audit
Committee and its scope of responsibility and powers and
MANAGEMENT DISCUSSION AND ANALYSIS REPORT the number of Audit Committee meetings held during the
The Management’s Discussion and Analysis Report, as year under review is set out in the Corporate Governance
required in terms of the provisions of Regulation 34(2) Report, which forms a part of the Annual Report.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF 108 of the Companies Act, 2013 read with Rule 20 of the
VALUATION DONE AT THE TIME OF ONE TIME Companies (Management and Administration) Rules, 2014.
SETTLEMENT AND VALUATION DONE WHILE The instructions for e-voting are provided in the notice.
TAKING LOAN FROM BANKS/FIs ALONG WITH Furthermore, in compliance with the conditions and the
REASONS THEREOF related procedure laid down in the MCA Circulars, the
There was no one time settlement done during the meeting and the voting thereat shall take place in the
financial year 2022-23. manner so laid down.
Sd/-
Rajiv Rattan
Place: New Delhi Chairman
Date: 09.08.2023 DIN: 00010849
The CSR Policy encompasses a wide range of areas and committed to ensure wellbeing of the communities in the
vicinity of its business operations through CSR initiatives and once the financial position of the Company permits,
the Policy shall be effectuated with full gusto.
3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the
Board are disclosed on the website of the Company: https://rattanindia.com/ril/corporate-social-responsibility-
policy/
4. Provide the executive summary along with weblink of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if
applicable : Not Applicable
5. (a) Average net profit of the Company as per Section 135(5): The Company has, at an average, been at a loss,
for the last three financial years
(b) Two percent of average net profit of the Company as per section 135(5): The Company has, at an average,
been at a loss, for the last three financial years
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:
Not Applicable
(d) Amount required to be set off for the financial year, if any : Not Applicable
(e) Total CSR obligation for the financial year (a+b-c) : Not Applicable
6. (a) Amount spent on CSR projects (both Ongoing Project and other than Ongoing Projects): Not Applicable.
(b) Amount spent in Administrative Overheads.
(c) Amount spent on impact Assessment, if applicable
(d) Total amount spent for the Financial Year {(a)+(b)+(c)}
(e) CSR amount spent or unspent for the financial year
7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years :
Not Applicable
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount
spent in the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired: Not Applicable
Details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the
Financial Year:
(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal
Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
subsection (5) ofsection 135.: Not applicable
Sd/- Sd/-
Rajesh Kumar Sanjiv Chhikara
(Whole time Director) (Chairman CSR Committee)
DIN: 03291545 DIN: 06966429
Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company
for the financial year 2022-23;
Not Applicable, as none of the Directors of the Company has drawn any remuneration from the Company during the
FY 2022-23.
(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year 2022-23;
S. No. Designation % increase in remuneration
- -
(iii) the percentage increase in the median remuneration of employees in the financial year 2022-2023;
Particulars Amounts % age of Increments
Apr 22 Median 79,279 -
Mar 23 Median 83,334 5.11%
(v) average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration;
Percentile Increments Percentile Increments
(Other than Managerial Remuneration) (Managerial Remuneration)
1.22% 0.00%
Annexure - C
II. Products/Services
14. Details of business activities (accounting for 90% of the turnover):
% of Turnover of the
SI. Description of main activity Description of business activity
entity (FY 22-23)
1 Support service to Organizations Other support services to organizations 100
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
% of total Turnover
SI. Product/Service NIC Code
contributed
1 Human resources provision and management of human 78300 100
resources functions
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
National - 1 1
International - - -
IV. Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled)
Male Female
SI. Particulars Total (A)
No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1 Permanent (D) 12 11 91.67 1 8.34
2 Other than Permanent (E) 6 5 83.34 1 16.67
3 Total employees (D + E) 18 16 88.88 2 11.11
WORKERS
4 Permanent (F) 0 0 0 0 0
5 Other than Permanent (G) 1 1 100% 0 0
6 Total workers (F + G) 1 1 100% 0 0
(b) Does the entity indicated at column A, participate in the Business Responsibility initiatives of the
listed entity? (Yes/No)
No
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1 a. Whether your entity’s policy / policies cover each principle and its core Yes
elements of the NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? (Yes/No) Yes, the policies mandated under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are approved by the
Board and other applicable policies are approved by
the Functional Heads of the Company, as appropriate.
c. Web Link of the Policies, if available Policies are displayed on the website of the
Company at the weblink: www.rattanindia.com in
the relevant sections.
2. Whether the entity has translated the policy into procedures. (Yes / No) Yes
3. Do the enlisted policies extend to your value chain partners? (Yes/ No) Yes
4.
Name of the national and international codes/certifications/ labels/ All the policies are firmly rooted with the NGRBC
standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Principles which align with internationally recognized
Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by the Company standards such as ISO 9000, 14000 and 45001,
and mapped to each principle. UNGC principles, ILO principles and United Nations
Sustainable Development Goals (SDGs).
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
5. Specific commitments, goals and targets set by the entity with defined Towards the effectuation of various programmes
timelines, if any. and initiatives in pursuit of the policy of promoting
equitable growth and Development, the Company
6. Performance of the entity against the specific commitments, goals and has also been coming to the aid of the local
targets along-with reasons in case the same are not met. population by providing assistance and succor in
various other forms such provision of medical aid,
contribution towards religious ceremonies of locals
etc.
Governance, leadership and oversight
7. Statement by director responsible for the business responsibility report, Please refer Chairman’s message forming part of
highlighting ESG related challenges, targets and achievements (listed entity Annual Report.
has flexibility regarding the placement of this disclosure)
8.
Details of the highest authority responsible for implementation and Board of Directors is the highest authority
oversight of the Business Responsibility policy / policies responsible for implementation and oversight of the
Business Responsibility policy (ies).
9.
Does the entity have a specified Committee of the Board/ Director No. The Board is responsible for the decision making.
responsible for decision making on sustainability related issues? (Yes / No).
If yes, provide details.
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Not Applicable
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed:
Not Applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web link to the policy:
The Company’s Code of Business Conduct contains stringent provisions to prevent corruption/ bribery and is
applicable to all the directors, employees and others associated with the business of the Company. The principles of
business conduct are strongly embedded into working environment of the Company.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
Particulars FY 2022-23 FY 2021-22
Directors
KMPs
Nil Nil
Employees
Workers
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action
taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of
interest:
Not Applicable.
Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe
ESSENTIAL INDICATORS
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of products and processes to total R&D and capex investments made by
the entity, respectively:
Details of improvements in
Particulars FY 2022-23 FY 2021-22
environmental and social impacts
R&D Nil Nil -
Capex Nil Nil -
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No):
No
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the
end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste:
Not Applicable
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes,
whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted
to Pollution Control Boards? If not, provide steps taken to address the same:
Not Applicable
Principle 3: Businesses should respect and promote the well-being of all employees, including those in their
value chains
ESSENTIAL INDICATORS
1. a. Details of measures for the well-being of employees:
% of employees covered by
Health Accident Maternity Paternity Day Care
Category Total insurance* insurance benefits Benefits facilities
(A) Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent employees
Male 17 17 100 15 88.24 NA 0 0 0 0 0
Female 2 2 100 2 100 0 0 NA 0 0 0
Total 19 19 100 17 89.47 0 0 0 0 0 0
Other than Permanent employees
Male 0 0 0 0 0 NA 0 0 0 0 0
Female 0 0 0 0 0 0 0 NA 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0
3. Accessibility of workplaces:
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken
by the entity in this regard.
Yes, The Company’s premises/offices are accessible to Persons with Disabilities (PwDs), as per the requirements
of the Rights of Persons with Disabilities Act, 2016. The Company provides Wheelchair and Evacuation chair at its
premises/ offices.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If
so, provide a web-link to the policy:
The Company is an equal opportunity employer and it hires employees on the basis of merit and does not discriminate
on the basis of race, sexual orientation, colour, religion, physical disability etc.
5. Return to work and Retention rates of permanent employees and workers that took parental leave:
Permanent employees Permanent workers
Gender Return to work Retention Return to work Retention
rate (%) rate (%) rate (%) rate (%)
Male N.A. N.A. N.A. N.A.
Female N.A. N.A. N.A. N.A.
Total N.A. N.A. N.A. N.A.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees
and workers?
Yes/No (If Yes, then
(Brief details of
Particulars give details of the
the mechanism)
mechanism in brief)
Permanent Workers No Not Applicable
Other than Permanent Workers
Permanent Employees Yes The Company has a policy on Whistle-blower mechanism and
Other than Permanent Prevention of Sexual Harassment at Workplace (POSH) to provide a work
Employees environment that ensures every person at the workplace is treated with
respect and dignity and is afforded equal treatment. Issues relating to
sexual harassment are dealt with as per the Company’s POSH Policy, the
Company’s POSH Policy is gender neutral.
7. Membership of employees and workers in association(s) or Unions recognised by the listed entity:
FY 2022-23 FY 2021-22
No. of employees/ No. of employees/
Total Total
workers in workers in
Category employees/ employees/
respective category, % respective category, %
workers in workers in
who are part of (B/A) who are part of (D/C)
respective respective
association(s) or association(s) or
category (A) category (C)
Union (B) Union (D)
Total Permanent Employees
- Male NA NA NA NA
- Female NA NA NA NA
Total Permanent Workers
- Male NA NA NA NA
- Female NA NA NA NA
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-
routine basis by the entity?
Not Applicable
c. Whether you have processes for workers to report the work-related hazards and to remove themselves
from such risks.
Not Applicable
d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare
services?
Not Applicable
12. Describe the measures taken by the entity to ensure a safe and healthy workplace:
The Company has taken the following initiatives to ensure a safe and healthy workplace:
1. Fire Safety Mockdrills
2. Environmental Monitoring, Monitoring and Measurement of workplace for Noise, Heat, Ventilation, Air and
Water Sampling as per scheduled program.
3. Compliance Management System
4. Management reviews with Senior Management
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and
on significant risks / concerns arising from assessments of health & safety practices and working conditions:
All activities and operations performed in the office are reviewed periodically and if there is any near Miss and/or
Injury incident then adequate control measures are implemented for performing the respective activities.
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders
ESSENTIAL INDICATORS
1. Describe the processes for identifying key stakeholder groups of the entity:
Key stakeholders, both internal and external, are identified based on
a. the impact that they have on the value Company creates and
b. the impact of the Company’s business operations on the stakeholders.
These include employees, shareholders, consumers, investors, communities, suppliers, and vendors. Various
communication channels have been established to allow open discussions and understanding of the issues that are
critical to their respective interests. This enables a Company to create shared value and make a positive contribution
to build a sustainable society.
2. List of stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group:
Whether Channels of communication
Frequency of
identified as (Email, SMS, Newspaper,
engagement Purpose and scope of engagement
Stakeholder Vulnerable & Pamphlets, Advertisement,
(Annually/ Half yearly/ including key topics and concerns
Group Marginalized Community Meetings,
Quarterly/ others – raised during such engagement
Group (Yes/ Notice Board, Website),
please specify)
No) Other
Employees No Trainings, awareness sessions Regularly The purpose is to have an inclusive and
on physical, mental, financial overall development of employees,
and social well- being, obtaining valuable feedback and
townhalls and development sharing the strategy & vision of the
conversations Company with the employees.
Suppliers No Supplier meets, reviews and Regularly The scope includes capacity and
audits. capability building, competitive
pricing, value chain efficiencies,
sustainability and adherence to
Company’s standards and policies.
Investors / No Annual report, press releases, Regularly Communications made to the
Shareholders stock exchange communications, investors of the Company majorly
investors’ presentations, includes updates on the financial
investors’ meet, newspaper performance, business growth, future
publications, general meetings plans, key organizational changes and
and website disclosures. investor service related information.
ESSENTIAL INDICATORS
1. Details of Employees and workers who have been provided training on human rights issues and policy(ies)
of the entity are given below:
FY 2022-23 FY 2021-22
2. Details of minimum wages paid to employees and workers are given below:
FY 2022-23 FY 2021-22
Equal to More than Equal to More than
Category Total Total
Minimum Wage Minimum Wage Minimum Wage Minimum Wage
(A) (D)
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent 18 0 0 18 100 13 0 0 13 100
Male 16 0 0 16 100 11 0 0 11 100
Female 2 0 0 2 100 2 0 0 2 100
Other than permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Total employees 18 0 0 18 100 13 0 0 13 100
Workers
Permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Other than permanent 1 1 100 0 0 1 1 100 0 0
Male 1 1 100 0 0 1 1 100 0 0
Female 0 0 0 0 0 1 0 0 0 0
Total workers 1 1 100 0 0 1 1 100 0 0
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or
issues caused or contributed to by the business? (Yes/No)
Yes. The Company has a Human Rights Policy in place to address issues related to human rights. The policy extends
to all internal and external stakeholders which includes employees, vendors, contractors and business partners.
Various management committees and committees of the Board reviews and addresses human rights issues.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues:
Respecting and upholding human rights and values is deeply integrated into the Company’s culture, ways of working
and value system over the years. The human rights concerns/grievances can be reported to the Direct Manager,
or the Compliance Officer. Further, the Company’s policies provides for various mechanisms to effectively redress
grievances relating to human rights. Under these policies, the Company has established web portal, e-mail IDs and
contact details for handling the complaints.
The Company has policy on Prevention of Sexual Harassment at Workplace (“POSH”) and Code of Conduct which
include stringent SOPs for human rights grievance redressal with respect to sexual harassment and ethical practices.
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases:
The Company believes in providing equal opportunity and has zero tolerance towards any kind of discrimination on
the basis of age, gender, religion or other factors. The Code of Business Conduct and Anti Sexual Harassment Policy
of the Company provides adequate mechanisms for redressal of complaints of harassment without fear or threat of
reprisals in any form or manner to all employees irrespective of their gender and sexuality.
The Whistle Blower Policy provides vigil mechanism for Directors and Employees to voice their concerns in a
responsible and effective manner regarding unethical behaviour, actual or suspected fraud or violation of the
Company’s Code of Conduct and dealing with Insider Trading and Unpublished Price Sensitive Information. It also
provides adequate safeguards against victimization of Directors and Employees who avail the mechanism.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, the Company has a policy on zero child labour, zero tolerance for discrimation at workplace and other human
rights violations which extends to supply chain as well.
Principle 6: Businesses should respect and make efforts to protect and restore the environment
ESSENTIAL INDICATORS
1. a. Details of total energy consumption (in Joules or multiples) and energy intensity are given below:
Parameter FY 2022-23 FY 2021-22
Total electricity consumption (A) (in GJ) 51309 191100
Total fuel consumption (B) (in GJ) 0 0
Energy consumption through other sources (C) (in GJ) 8210 7254
Total energy consumption (A+B+C) (in GJ) 59519 198354
Energy intensity per rupee of turnover - -
(Total energy consumption/ turnover in rupees)
Energy intensity (GJ/Metric tonnes of production) - -
Note: GJ= Gigajoules.
b. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency:
No
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under
the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action
taken, if any.
Not Applicable
b. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency:
No
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage
and implementation:
Not Applicable
6. a. The details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity are given
below:
Parameter Unit FY 2022-23 FY 2021-22
Total Scope 1 emissions (Break-up of the GHG into Metric tonnes of CO2 N.A. N.A.
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
Total Scope 2 emissions (Break-up of the GHG into Metric tonnes of CO2 N.A. N.A.
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
Total Scope 1 and Scope 2 emissions per rupee of N.A. N.A.
turnover
Total Scope 1 and Scope 2 emission intensity (Metric N.A. N.A.
tonnes of production)
b. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency:
No
7. Does the entity have any project related to reducing Greenhouse Gas emission? If Yes, then provide details:
Not Applicable
8. a. The details related to waste management by the entity are given below:
Parameter UOM FY 2022-23 FY 2021-22
Total Waste generated (in metric tonnes)
Plastic waste (A) N.A. N.A.
E-waste (B) N.A. N.A.
Bio-medical waste (C) N.A. N.A.
Construction and demolition waste (D) N.A. N.A.
Battery waste (E) N.A. N.A.
Radioactive waste (F) N.A. N.A.
Other Hazardous Waste (G): N.A. N.A.
Waste Oil N.A. N.A.
Waste Oil Cotton N.A. N.A.
DG Filters N.A. N.A.
Hazardous Waste Containers N.A. N.A.
Other Non-hazardous waste generated (Rejected product waste, paper N.A. N.A.
waste, cardboard, metal, PPE, wood, rubber) (H)
Total (A+B + C + D + E + F + G + H) N.A. N.A.
N.A. N.A.
Category of waste (in metric tonnes) N.A. N.A.
(i) Recycled N.A. N.A.
N.A. N.A.
(ii) Re-used N.A. N.A.
(iii) Other recovery operations N.A. N.A.
Total N.A. N.A.
N.A. N.A.
Category of waste (in metric tonnes)
(i) Incineration N.A. N.A.
N.A. N.A.
(ii) Landfilling N.A. N.A.
(iii) Other disposal operations N.A. N.A.
Total N.A. N.A.
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy
adopted by your Company to reduce usage of hazardous and toxic chemicals in your products and processes
and the practices adopted to manage such wastes:
Not Applicable
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.)
where environmental approvals / clearances are required, please specify details in the following format:
The entity doesn’t have office in ecologically sensitive areas.
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable
laws, in the current financial year: Not Applicable
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
Protection Act and rules thereunder (Y/N). If not, provide details of all such non-compliances:
Yes, your Company is compliant with the applicable environmental law/ regulations/ guidelines in India.
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner
that is responsible and transparent
ESSENTIAL INDICATORS
1. Number of affiliations with trade and industry chambers/ associations and list of top 10 trade and industry
chambers/ associations (determined based on the total members of such a body) the entity is a member of/
affiliated to:
Name of the trade and industry Reach of trade and industry chambers/
SI.
chambers/associations associations (State/National)
N.A.
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by
the entity, based on adverse orders from regulatory authorities:
Not Applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity, in the following format:
Not Applicable
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
(in %)
Particulars FY 2022-23 FY 2021-22
Directly sourced from MSMEs/ small producers N.A N.A
Sourced directly from within the district and neighbouring districts N.A N.A
PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
ESSENTIAL INDICATORS
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback:
Any query/complaints are received directly on Company’s e-mail id.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry
information about:
Particulars As a percentage to total turnover
Environmental and social parameters relevant to the product 100%
Safe and responsible usage
Recycling and/or safe disposal
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If
available, provide a web-link of the policy:
Yes, the Company respects the privacy of its employees, business partners and others who interact with the Company.
This is reflected in the Company’s policy and the issues are overseen by the Board Committees, as may be required.
The weblink of the policy is https://rattanindia.com/wp-content/uploads/2022/09/REL-Risk-Management-Policy.pdf
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery
of essential services; cyber security and data privacy of customers; re-occurrence of instances of product
recalls; penalty / action taken by regulatory authorities on safety of products / services:
There were no significant issues/ penalties/ regulatory actions relating to advertising, cyber security and data privacy
during the year.
To,
The Members,
RATTANINDIA ENTERPRISES LIMITED
5th Floor, Tower-B, Worldmark 1, Aerocity
New Delhi -110037
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by RattanIndia Enterprises Limited (hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during
the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed here
under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by RattanIndia
Enterprises Limited for the financial year ended on 31st March, 2023 according to the provisions of:
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The Regulations prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’) viz.:-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009(till
November 9, 2018) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (w.e.f. November 10, 2018);
d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(Not Applicable during the period under audit)
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993
regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not Applicable during
the period under audit)
h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (Not Applicable during
the period under audit); and
i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”);
vi. and other applicable laws like:
• The Electricity Act, 2003
• National Tariff Policy
• The Trade Mark Act, 1999
• Taxation Laws
• Labour Laws and Social Security Laws – such as Employees State Insurance Act, 1948; Payment of Gratuity Act,
1972; Contract Labour (Regulation and Abolition) Act, 1970; Maternity Benefit Act, 1961, The Equal Remuneration
Act 1976; Employees Provident Funds And Miscellaneous Act, 1952
• IT Related Laws – Information Technology Act, 2000;
• Miscellaneous Laws – Sexual Harassment of Women at Workplace (Prevention, Prohibition and Regulation)
Act, 2013
We have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company
Secretaries of Indiaw.r.t. meetings of the Board of Directors (SS - 1) and General Meeting (SS – 2).
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive
Director, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
All decisions of the Board and Committees were carried with requisite majority.
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The
Company has introduced compliance alert system for applicability of all applicable laws, rules, regulations and guidelines
Sd/-
Sanjay Khandelwal
Proprietor
Membership No. : FCS-5945
Place: New Delhi C P No.: 6128
Date: 31.07.2023 UDIN: F005945E000708020
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
To,
The Members,
RATTANINDIA ENTERPRISES LIMITED
5th Floor, Tower-B, Worldmark 1, Aerocity
New Delhi -110037
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
7. The maximum liability of our firm under the secretarial audit in respect of the aggregate of all claims shall not exceed
the fee charged by us.
Sd/-
Sanjay Khandelwal
Proprietor
Membership No. : FCS-5945
Place: New Delhi C P No.: 6128
Date: 31.07.2023 UDIN: F005945E000708020
Annexure - D(a)
FORM-MR-3
SECRETARIAL AUDIT REPORT
To,
The Members,
COCOBLU RETAIL LIMITED
5th Floor, Tower-B, Worldmark 1, Aerocity
New Delhi -110037
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Cocoblu Retail Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during
the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed here
under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Cocoblu
Retail Limited for the financial year ended on 31st March, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; Not Applicable
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act,1999and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The Regulations prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’) viz.:- Not Applicable
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009(till
November 9, 2018) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (w.e.f. November 10, 2018;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993
regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009;
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(till September 10, 2018)
and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (w.e.f. September 11,
2018); and
i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive
Director, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
All decisions of the Board and Committees were carried with requisite majority.
i. The Authorised Share Capital of the Company was increased from D16,05,00,000/- divided into 1,60,50,000 Equity
Shares of D10/- each to D35,05,00,000/- divided into 3,50,50,000 Equity Shares of D10/- each
ii. The Company has allotted 70,00,000 Equity Shares of D100/- each. (including premium of D90 per share) on 20th April,
2022, 70,00,000 Equity Shares of D100/- each. (including premium of D90 per share) on 30th May, 2022 and has allotted
50,00,000 Equity Shares of D100/- each. (Including premium of D90 per share) on 21st July, 2022
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The
Company has introduced compliance alert system for applicability of all applicable laws, rules, regulations and guidelines.
Sd/-
Sanjay Khandelwal
FCS-5945
C P No.: 6128
Place: New Delhi UDIN: F005945E000708350
Date: 31.07.2023 Peer Review Cert. No – 2271/2022
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
Annexure - A
To,
The Members,
COCOBLU RETAIL LIMITED
5th Floor, Tower-B, Worldmark 1, Aerocity
New Delhi -110037
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
7. The maximum liability of our firm under the secretarial audit in respect of the aggregate of all claims shall not exceed
the fee charged by us.
Sd/-
Sanjay Khandelwal
Place: New Delhi FCS-5945
Date: 31.07.2023 C P No.: 6128
[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]
A. Conservation of Energy
The Company operations do not account for substantial energy consumption. However, the Company is taking all
possible measures to conserve energy. As an ongoing process, the following measures are undertaken:
a. Implementation of viable energy saving proposals.
b. Installation of automatic power controllers to save maximum demand charges and energy.
c. Shutting of all the lights when not in use and use of LED lights.
d. Training front end operational personnel on opportunities of energy conservation.
e. Awareness and training sessions for maintenance personnel conducted by experts.
B. Technology Absorption
The nature of business being carried out by the Company entails use of effective information technology. The
management keeps itself abreast of technological advancement in the industry and ensures continues and sustained
efforts towards absorption of technology, adaptation as well as development of the same to meet the business needs
and objectives.
The Company continuously encourages the introduction and use of latest available innovations in the field of
information technology.
(B) Details of Board meetings and the last Annual General Meeting (AGM) and attendance record of Directors
thereat
During the Financial Year 2022-2023, the Board met 7 (Seven) times. The dates of the Board meetings were April 02, 2022,
May 30, 2022, August 12, 2022, September 30, 2022, November 10, 2022, January 03, 2023, February 10, 2023. The gap
between any two consecutive meetings held during the FY 2022-23 did not exceed 120 days.
The last Annual General Meeting of the Company was held on September 30, 2022.
table depicting the attendance of Directors at various Board Meetings and Annual General Meeting held during the
A
Financial Year 2022-23 is given below:
Sr. Meetings held during No. of Board Attendance at
Name of the Director
No. the tenure Meetings attended the last AGM
1. Mr. Rajiv Rattan 7 7 Yes
2. Mr. Jeevagan Narayana Swami Nadar 7 7 Yes
3. Mr. Rajesh Kumar 7 7 Yes
4. Mr. Sanjiv Chhikara 7 1 Yes
5. Mrs. Neha Poonia* 5 5 Yes
6. Mrs. Pritika Poonia** 2 2 NA
7. Mrs. Anjali Nashier 7 4 Yes
*Mrs. Neha Poonia ceased to be an Independent Woman Director of the Company w.e.f. November 10, 2022.
**Mrs. Pritika Poonia appointed as an Independent Woman Director of the Company w.e.f. November 10, 2022.
ote: Agenda papers with detailed notes are circulated in advance at each meeting. Information as required in Part A of
N
Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been made available to the Board from time to time.
T he Company periodically places Compliance Reports with on the website of the Company https://rattanindia.
respect to all applicable laws before the Board of Directors com/ril/code-of-conduct-senior-management/
for its review.
None of the Non-Executive Directors has any other
The Board of Directors of the Company had accepted all material pecuniary relationship or transactions with
recommendation of committees of the Board which are the Company, its Promoters or Directors, its Senior
mandatorily required, during the Financial Year 2022-23. Management or its Subsidiaries.
All Board members and Senior Management
(C) Code of Conduct
Personnel have affirmed compliance with the Code
In order to adopt Corporate Governance practice in its of Conduct applicable to them, for the Financial
true spirit, the Company has adopted a “Code of Conduct” Year 2022-23. A declaration signed by the Mr. Rajesh
for its employees including Managing/Executive Director Kumar, Whole time Director of the Company, to this
and senior management. In addition, the Company has effect, appears at the end of this Report.
also adopted a Code of Conduct for its Non- Executive
Directors, which includes duties of the Independent (ii) Code of Conduct for Prevention of Insider
Directors as laid down in the Companies Act, 2013 (the Trading
“Act”). These codes are available on the website of the In accordance with the Securities and Exchange
Company. Further, the Company’s Corporate Governance Board of India (Prohibition of Insider Trading)
philosophy has been strengthened through the “Code Regulations, 2015, as amended from time to
of Conduct for Prevention of Insider Trading and Code of time, the Board of Directors of the Company
Corporate Disclosure Practices”. has adopted Code of Conduct for prevention
(i) Code of Conduct and Ethics of Insider Trading and the Code of Corporate
Disclosure Practices (Insider Trading Code).
The Company has laid down a Code of Conduct for all
Board members and Senior Management Personnel All the Directors, Employees of the Company
of the Company, which also includes the duties and and their immediate relatives and other
responsibilities of both Executive and Non-Executive connected persons who could have access to
directors as laid down under the Companies Act, 2013 the Unpublished Price Sensitive Information of
and SEBI Regulations. The Code of Conduct is available
(D) Chart / Matrix of Skills / Expertise / Competence The Company requires skills/expertise/competencies
of the Board of Directors in context to Company’s in the areas of strategy, finance, leadership,
business and sector: accounting, economic, legal and regulatory matters
The Board is satisfied that the current composition and human resources, etc.
reflects a mix of knowledge, skills, experience,
The Board has identified the following skills/expertise/
diversity and independence. The Board provides
competencies fundamental for the effective
leadership, strategic guidance, objective, and an
functioning of the Company which are currently
independent view to the Company’s management
available with the Board:
while discharging its fiduciary responsibilities,
Area of Expertise
S. Legal and
Name of the Director Human
No Strategy Finance Leadership Accounting Economic Regulatory
Resources
Matters
1 Mr. Rajiv Rattan – – –
2 Mr. Rajesh Kumar – – – –
3 Mr. Jeevagan Narayana Swami – –
Nadar
4 Mr. Sanjiv Chhikara – – –
5 Mrs. Pritika Poonia – – – –
6 Mrs. Anjali Nashier – –
3.
FAMILIARISATION PROGRAMMES FOR out during the financial year 2022-2023, as it had been
INDEPENDENT DIRECTORS carried out in the previous financial year.
With an aim to provide insights into the Company
to enable the Independent Directors to understand As required under Regulation 25(7) and 46 of the
its business in depth and contribute significantly, Listing Regulations, the details of Familiarisation
familiarization program has been designed for the program imparted to the Independent Directors are
Independent Directors. available on the website of the Company and can
be viewed at the weblink https://rattanindia.com/
The Company, on regular basis makes detailed wp-content/uploads/2022/08/4-FAMILIARIZATION-
presentations to the Board including Independent PROGRAMME-FOR-INDEPENDENT-DIRECTORS-1.pdf
Directors, on the Company’s operation and business
plans, the nature of industry in which Company 4. SENIOR MANAGEMENT
operates, and model of respective businesses. During the Financial Year 2022-2023, Mr. Rajesh Arora,
Company Secretary and Mr. Amit Jain, Chief Financial
In compliance with the requirement of Regulation Officer of the Company were the Senior management
25(7) of the SEBI (Listing Obligations and Disclosure personnel of the Company. Post Closure of Financial
Requirements) Regulations 2015, Independent Year Mr. Vinu Saini was appointed as the Chief
Directors of the Company are made aware of their Financial Officer (SMP) of the Company w.e.f. May 20,
role, responsibilities, and liabilities at the time of their 2023 and Mr. Amit Jain resigned from the post on May
appointment/reappointment through a formal letter 19, 2023.
of appointment which stipulates various terms and
conditions of their engagement apart from clarifying 5. COMMITTEES OF THE BOARD
their roles and responsibilities. Further, in line with The Board has various committees including
the policy of the Company as framed in this regard Audit Committee, Nomination & Remuneration
and in compliance with the requirements of the SEBI Committee, Stakeholders Relationship Committee,
(Listing Obligations and Disclosure Requirements) Risk Management Committee and Corporate
Regulations, 2015, a familiarization exercise for Social Responsibility (CSR) Committee which act in
Independent Directors of the Company was carried accordance with the terms of reference determined
by the Board. Meetings of each of these Committees • reviewing, with the management, the annual
are convened by the respective Chairman. Matters financial statements and auditor’s report
requiring Board’s attention/approval are placed thereon before submission to the board
before the Board. The role, the composition of these for approval.
Committees including the number of meetings held • reviewing, with the management, the quarterly
during the financial year and the related attendance financial statements before submission to Board
details are provided below: for approval.
(A) Audit Committee • Reviewing, with the management, the
statement of uses/ application of funds raised
The Audit Committee of the Company is constituted through an issue (public issue, rights issue,
in compliance with provisions of Regulation 18 of preferential issue, etc.), the statement of fund
SEBI Listing Regulations 2015 and Section 177 of utilized for purposes other than those stated in
the Companies Act 2013 and as on March 31, 2023 the offer document/prospectus/notice and the
comprised of four members namely, Mr. Jeevagan report submitted by the monitoring agency
Narayana Swami Nadar as the Chairperson and monitoring the utilisation of proceeds of a
member, Mr. Rajiv Rattan, Mr. Sanjiv Chhikara and Mrs. public or rights issue, and making appropriate
Pritika Poonia as the other members. Mr. Jeevagan recommendations to the board to take up steps
Narayana Swami Nadar, Mr. Sanjiv Chhikara and in this matter.
Mrs. Pritika Poonia are Non-Executive Independent • reviewing and monitoring the auditor’s
Directors and Mr. Rajiv Rattan is Non-Executive independence and performance, and
Director. The Secretary of the Company also acts as effectiveness of audit process.
Secretary of the Audit Committee.
• approval or any subsequent modification of
All the members are financially literate and having transactions of the Company with related parties.
expertise in the fields of finance, accounting, • s cr u tiny o f inte r- co r p o r ate l o ans
development, strategy and management. and investments.
• valuation of undertakings or assets of the
In terms of Section 177 of the Companies Act, 2013
Company, wherever it is necessary.
and Regulation 18 (3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure • evaluation of internal financial controls and risk
Requirements) Regulations 2015, read with Part-C management systems.
of Schedule II of the Regulations the role of Audit • reviewing, with the management, performance
Committee, inter-alia includes the following: of statutory and internal auditors, adequacy of
the internal control systems.
• to review (a) the management discussion and
• reviewing the adequacy of internal audit
analysis of financial condition and results of
function, if any, including the structure of
operations (b) statement of significant related
the internal audit department, staffing and
party transactions submitted by management
seniority of the official heading the department,
(c) the management letters / letters of internal
reporting structure coverage and frequency of
control weaknesses, if any issued by the statutory
internal audit.
auditors (d) the internal audit reports provided
by the Internal Auditors of the Company and (e) • discussion with internal auditors of any
statement of deviations. (f) the appointment, significant findings and follow up there on.
removal and terms of remuneration of the • reviewing the findings of any internal
Internal Auditor. investigations by the internal auditors into
• re co mm e n dati o n f o r ap p o intm e nt , matters where there is suspected fraud or
remuneration and terms of appointment of irregularity or a failure of internal control
statutory auditors. systems of a material nature and reporting the
matter to the board.
• approval of payment to statutory auditors
for any other services rendered by the • discussion with statutory auditors before the
statutory auditors. audit commences, about the nature and scope
of audit as well as post-audit discussion to
ascertain any area of concern.
down and recommend to the board of directors information flow, recommendations to the
their appointment and removal; Board, etc.
-
w hether to extend or continue the term of 3.
Executive Directors – Attendance at the
appointment of the independent director, on the meetings, engagement with fellow Board
basis of the report of performance evaluation of members, employees, strategy making, risk
independent directors and other pertinent factors.. management, management of the company and
- Recommend to the board, all remuneration, in its employees during the ongoing pandemic
whatever form, payable to the senior management. situation etc.
4. The Chairman – Leadership of the Board,
Meetings and Attendance during the year promoting effective participation of all Board
During the FY 2022-23, the Nomination and members in the decision making process,
Remuneration Committee met two times. The dates encouraging deliberations on important
of the meetings being November 10, 2022 and matters etc.
January 03, 2023:- 5. Independent Directors – Independence from the
Company, exercising independent judgement
The attendance record of the committee members
in decision-making, contributing strongly to
to the meetings so held is depicted in the table
the objectivity of the Board’s deliberations
given below:
based on their external expertise, attendance
Meetings No. of
Sr. Name of the
held during Meetings
at meetings etc.
No. Director
the tenure attended
The performance of Independent Directors was also
1. Mr. Jeevagan 2 2
Narayana Swami
evaluated by the entire Board and in such exercise,
Nadar the director concerned whose performance was
2. Mr. Sanjiv Chhikara 2 1 being evaluated didn’t participate
3. Mr. Rajesh Kumar 2 2 The evaluation report was also discussed at the
The Chairman of the Nomination and Remuneration meeting of the Board of Directors. The Board
Committee was present at the Twelfth Annual General deliberated over the suggestions and inputs to
Meeting of the Company held on September 30, 2022. augment its own effectiveness and optimise the
individual strengths of the directors. The directors
Performance Evaluation were satisfied with the Company’s standard of
The Board had carried out an annual evaluation of governance, its transparency, meeting practices and
its own performance and of its committees as well overall Board effectiveness. The suggestions given by
as the performance of each individual directors. the Independent Directors were duly incorporated.
Board Evaluation Criteria Feedback was sought
S uccession Planning: The NRC reviewed the
based on the evaluation criteria approved by the
succession planning of top leadership positions
NRC for evaluating the performance of the Board, its
in the Company. While undertaking said review
committees and individual directors. Evaluation is
the leadership competencies required for orderly
done on the following parameters.
succession planning was considered by the NRC.
1. The Board – Board Administration, Overall Board
Effectiveness, Governance and Compliance, Remuneration Policy
Member Effectiveness, Ethics, Chairman, The remuneration policy of the Company is designed
Board Committees, Meeting through Video to create a high-performance culture. It enables the
Conferencing, Miscellaneous. Company to attract, retain and motivate employees
2. Board committees – Committee Effectiveness to achieve results.
Component including the frequency of the
meetings, the chairperson of the Committee, The Company’s Nomination, Appointment and
the time allotted for agenda items, proper Remuneration Policy for Directors, Executive Directors
agenda papers and other required documents, and Senior Management Personnel is accessible on
healthy debates and discussions, action taken the Company’s website at the https://rattanindia.
points from the previous committee meetings, com/ril/code-of-conduct-senior-management/
(C) Stakeholders Relationship Committee Meetings and Attendance during the year
The Stakeholders Relationship Committee of the During the FY 2022-23 the Stakeholders Relationship
Board is constituted in terms of Regulation 20 of SEBI Committee met four times. The dates of the meetings
Listing Regulations and Section 178 of the Companies being April 16, 2022, July 13, 2022, October 15, 2022
Act, 2013 and as on March 31, 2023 comprised of and January 11, 2023.
Mr. Sanjiv Chhikara as the Chairperson and member,
Mr. Rajiv Rattan and Mr. Rajesh Kumar as the other The attendance record of the committee members
two members. Mr. Sanjiv Chhikara is Non- Executive to the meetings so held is depicted in the table
Independent Director and Mr. Rajiv Rattan and given below:
CSR Committee is primarily responsible for The CSR Policy of the Company may be accessed on
formulating and monitoring the implementation of
its website at the link:
the framework of Corporate Social Responsibility
Policy and matters related to its overall governance.
h t t p s : //r a t t a n i n d i a . c o m / w p - c o n t e n t /
uploads/2022/09/Corporate-Social-Responsibility-
Terms of reference
Policy_IIPL.pdf
The terms of reference of the CSR Committee inter-
alia, include: Meetings and Attendance during the year
- Formulate and recommend to the Board, a CSR
Policy indicating the activity or activities to be During the FY 2022-23, no meeting of the Corporate
Social Responsibility Committee was held.
C. During the financial year 2022-23, in pursuance of Section 110 of the Companies Act, 2013, the Company has
conducted one Postal Ballot vide notice dated July 4, 2022, for seeking approval of the shareholders by way
of Ordinary Resolutions, as under, result of which was declared on August 3, 2022:
Item % of votes polled on % of votes in favour % of votes against
Particulars
No. outstanding shares on votes polled on votes polled
1 Approval to the institution of Employees Stock 82.6895 99.4147 0.5853
Options Plan “RattanIndia Enterprises Limited
Employee Stock Option Plan 2022”
2 Approval to Grant of Employee Stock Options to 82.6895 99.4141 0.5859
the employees of a Group company including
subsidiary company(ies) or associate company,
if any, of the Company under RattanIndia
Enterprises Limited Employee Stock Option Plan
2022
3 Approval for grant of Employee Stock Options to 82.6893 99.4144 0.5856
the identified employee(s) during any one year,
equal to or exceeding one percent of the issued
capital of the Company at the time of grant of
Employee Stock Options
4 Approval of Trust Route for the implementation 82.6894 99.4145 0.5855
of RattanIndia Enterprises Limited Employee
Stock Option Plan 2022
5 Approval for Provision of Money by the Company 82.6892 99.4149 0.5851
for purchase of its own shares by the Trust /
Trustees for the benefit of Employees under
RattanIndia Enterprises Limited Employee Stock
Option Plan 2022
6 Alteration in the object Clause of the 82.6959 99.9968 0.0032
Memorandum of Association of the Company
7 Approval to the Related Party Transaction with 8.0204 93.9658 6.0342
RattanIndia Power Limited
Mr. Sanjay Khandelwal (Membership No. FCS 5945) of M/s. S. Khandelwal & Co., Practicing Company Secretary, was
appointed as the Scrutinizer for the purpose of conducting and scrutinizing the postal ballot voting process in a fair
and transparent manner.
The Company had followed-up all the applicable legal requirements as prescribed in the SEBI LODR Regulations
and the Companies Act, 2013 and rules made thereunder, for conducting the aforesaid Postal Ballot which inter-alia
included mailing / dispatch of Postal Ballot Notice to the shareholders, appointing scrutinizer to receive and scrutinize
the completed postal ballot papers, publication of advertisement in the newspaper informing on postal ballot notice
and its dispatch, opening / closing time for exercising e voting and timeline for declaration of postal ballot results.
Mr. Rajesh Arora, the Company Secretary of the Company was responsible for the entire Postal Ballot / e-voting process.
D. During the Financial Year 2022-23 an Extraordinary General Meeting was held on February 07, 2023 and
following resolutions were passed:
(I) Appointment of Mrs. Pritika Poonia (DIN: 06715564) as an Independent Woman Director of the Company.
(II) Appointment of Mr. Rajesh Kumar (DIN: 03291545), Non-executive Director of the Company as a Whole-Time
Director (Executive Director) & Key Managerial Personnel of the Company, for a period of five years, with effect
from April 01, 2023.
(III) Approval to the Related Party Transactions seeking financial assistance from certain related parties.
6. DISCLOSURES
(i) Details on materially significant related party transactions
All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee
is obtained on a yearly basis for the transactions which are repetitive in nature. The actual transactions entered
(v)
Details of compliance with mandatory (iii) Management’s Discussion and Analysis Report:
requirements and adoption of the discretionary The same has been included in a separate section,
requirements which forms a part of the Annual Report.
The Company has complied with all the mandatory (iv) Investor Relation: The Company’s website contains
requirements of the applicable/relevant regulations a separate dedicated section ‘Investors’ and ‘News &
of the Securities and Exchange Board of India Media’ where general information to the shareholders
(Listing Obligations and Disclosure Requirements) of the Company is available.
Regulations, 2015 except for the non¬compliance
as referred in 6(ii) above. The details of these (v) NSE Electronic Application Processing System
compliances have been given in the relevant sections (NEAPS)/ NSE New Digital Platform: The
of this Report. The status on compliance with the NEAPS/NSE New Digital Platform is a web-based
discretionary requirements is given at the end of application designed by NSE for corporates. All
the Report. periodical compliance filings like shareholding
pattern, corporate governance report, etc. are filed
(vi) Disclosures in relation to the sexual harassment electronically on NEAPS/NSE New Digital Platform.
of women at workplace (Prevention, Prohibition
(vi) BSE Corporate Compliance & Listing Centre
and Redressal) Act, 2013:
(the ‘Listing Centre’): BSE’s Listing Centre is a
a. Number of complaints filed during the financial web-based application designed for corporates.
year 2022-23 – Nil All periodical compliance filings like shareholding
b. Number of complaints disposed of during the pattern, corporate governance report etc. are filed
financial year 2022-23 - Nil electronically on the Listing Centre.
c. Number of complaints pending as on end of the
financial year 2022-23 - Nil (vii) SEBI Complaints Redress System (SCORES): The
investor complaints are processed in a centralised
(vii) Fees paid to the Statutory Auditors: web-based complaints redress system.
Total fees for all services, paid by the Company
and its subsidiaries to statutory auditors of the 8. GENERAL SHAREHOLDERS’ INFORMATION
Company during the year ended March 31, 2023, is (A) Company Registration Details
described below:
The Company is registered in the State of Delhi, India.
By the By the Total
Particulars The Corporate Identity Number (CIN) allotted to the
Company Subsidiary* Amount
Company by the Ministry of Corporate Affairs (MCA)
Statutory 21,00,000 56,50,000 77,50,000
audit is L74110DL2010PLC210263.
Total 21,00,000 56,50,000 77,50,000
(B) Date and Time of Annual General Meeting (AGM)
* Only two subsidiaries Revolt Intellicorp Private Limited The date and time of the AGM which will be held
and Cocoblu Retail Limited are covered, whose Audit is through VC/OAVM means has been indicated in the
being done by the Auditor as of the Company i.e. Walker Notice convening the AGM, which forms a part of the
Chandiok & Co. LLP.
Annual Report.
(viii) The Company has adopted the policy on Archival
and Preservation of Documents drawn in terms (C)
Profile of Directors seeking appointment/re-
of the Regulation 9 and Regulation 30 of the SEBI appointment
LODR Regulations 2015. 1. Mr. Rajesh Kumar, Executive Director
7. MEANS OF COMMUNICATION Mr. Rajesh Kumar (DIN: 03291545), is B. Tech
(i) Publication of Results: The quarterly/annual results (Mechanical), from Bangalore University and also
of the Company are published in Financial Express holds post graduate diploma in management
and Jansatta, leading newspapers. with specialisation in marketing and materials
(ii) News, Release, etc: The Company has its own management from Indian Institute of Business
website https://rattanindia.com/ril/regulation-46/ Management, Patna. He carries with him, 32 rich years
and all vital information relating to the Company of experience in thermal Power projects, varied from
and its performance including financial results, press pre bid & post bid activities ~ post award activities
releases pertaining to important developments, project execution projects material procurements~
performance updates and corporate presentations, preparation of detailed project reports (DPR) looking
corporate announcements etc. are regularly posted direct taxes & indirect taxes for mega status project
on the website.
Membership/Chairpersonship of Mr. Rajesh Kumar in Public Limited Companies in various committees are as under:
Name of the Company Name of Committee Chairperson/Member
RattanIndia Enterprises Limited Stakeholders Relationship Committee Member
RattanIndia Enterprises Limited Risk Management Committee Member
RattanIndia Enterprises Limited Nomination & Remuneration Committee Member
RattanIndia Enterprises Limited Corporate Social Responsibility Committee Member
Mr. Rajesh Kumar is also on the Board of Albina Power Limited. He holds 3120 fully paid-up equity shares of the
Company. Mr. Rajesh Kumar is not related to any other director of the Company. Mr. Rajesh Kumar has not resigned
from any listed entity in the past three year.
(J) Commodity price risk or foreign exchange risk and hedging activities
Not applicable
(N) Stock Market Price at National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE)
The monthly high and low market prices of shares at the National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) for the year ended March 31, 2023 are as under:
NSE BSE
Month
High (D) Low (D) High (D) Low (D)
April, 2022 52.3 40.2 52.25 42.15
May, 2022 49.25 30.5 49.35 30.5
June, 2022 59.65 39.1 59.7 39.4
July, 2022 45.45 40.4 45.4 40.7
August, 2022 58.45 42.5 58.4 42.5
September, 2022 55.85 45.6 55.8 45.5
October, 2022 55.25 46.65 55.2 46.6
November, 2022 55.95 46.6 55.95 46.7
December, 2022 50.8 39.00 50.85 39.00
January, 2023 50.45 41.1 50.4 41.05
February, 2023 45.75 36.6 45.75 36.75
March, 2023 40.2 32.15 40.16 32.05
53
63,000
50
REL Share Price on BSE
61,000
47
Sensex
59,000
44
41 57,000
38 55,000
35 53,000
22
22
22
22
23
23
2
22
3
2
/2
l/2
t /2
/2
r/2
n/
g/
p/
v/
n/
b/
c/
ay
ar
Ju
No
Oc
Ap
Ju
Se
Ja
Fe
Au
De
M
M
Month End
53 19,000
REL Share Price on NSE
50
18,000
47
Nifty
44 17,000
41
16,000
38
35 15,000
2
22
22
22
22
22
23
23
3
r/2
/2
l/2
t /2
/2
n/
g/
p/
v/
c/
n/
b/
ar
ay
Ju
Ap
Oc
No
De
Ju
Se
Ja
Fe
Au
M
M
Month End
Contact Person:
Ms. C Shobha Anand, DVP
Tel : 040-67162222
Fax: 040-23001153
E-mail: einward.ris@kfintech.com
(S) Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund (“IEPF”) :
The Company has not declared any dividends since the date of its incorporation.
(T) Commodity price risk or foreign exchange risk and hedging activities:
The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15,
2018 is not required to be given. The Company has no exposure to the commodity price & foreign exchange risk.
Sd/-
Rajesh Kumar
Place: New Delhi Whole time Director
Date: 09.08.2023 DIN: 03291545
Sd/-
Rajesh Kumar
Place: New Delhi Whole time Director
Date: 09.08.2023 DIN: 03291545
To
The Members,
RattanIndia Enterprises Limited
5th Floor, Tower-B, Worldmark 1,
Aerocity New Delhi- 110037
I have examined the compliance of conditions of Corporate Governance by RattanIndia Enterprises Limited (“the
Company”), for the year ended March 31, 2023, as stipulated under Regulations 17 to 27, 46 (2) (b) to (i) and para-C, D and
E of Schedule V of Chapter V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) for the
Financial Year ended March 31, 2023.
I state that the compliance of conditions of Corporate Governance is the responsibility of the Company’s management
and my examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
In my opinion, and to the best of my information and according to the explanations given to me and the representations
made by the Directors and the management, I certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the above mentioned LODR for the Financial Year ended March 31, 2023.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
This certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for
any other purpose.
Sd/-
Sanjay Khandelwal
Proprietor
Membership No. : FCS-5945
Place: New Delhi C P No.: 6128
Date: 31.07.2023 UDIN: F005945E000708020
We, Rajesh Kumar, Whole time Director and Vinu Saini, Chief Financial Officer of RattanIndia Enterprises Limited (the
“Company”), having registered office located at 5th Floor, Tower-B, Worldmark 1, Aerocity New Delhi 110037, hereby certify
that we have reviewed the financial statements and cash flow statement of the Company, for the financial year ended
March 31, 2023 and to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations ;
(iii) no transaction was entered into by the Company during the period which were fraudulent, illegal or violative of
Company’s code of conduct;
(iv) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and that
the same did not reveal any deficiencies;
(v) there was no significant changes in internal control over financial reporting during the period
(vi) there was no significant changes in accounting policies during the year; and
(vii) there was no instances of significant fraud of which we have become aware having involvement therein of the
management or an employee having a significant role in Company’s internal control system over financial reporting.
To
The Members,
RattanIndia Enterprises Limited
5th Floor, Tower-B, Worldmark 1,
Aerocity, New Delhi - 110037
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of RattanIndia
Enterprises Limited having CIN L74110DL2010PLC210263 and having registered office at 5th Floor, Tower-B, Worldmark
1, Aerocity New Delhi -110037 (hereinafter referred to as ‘the Company’), produced before me by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company, for the financial year ending
on 31 March, 2023, have been debarred or disqualified from being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authorities.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the
management of the Company. My responsibility is to express an opinion on these, based on my verification. This certificate
is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
Sd/-
Sanjay Khandelwal
Proprietor
FCS-5945
Place: New Delhi C P No.: 6128
Date: 31.07.2023 UDIN: F005945E000707767
nothing has come to our notice that companies which use accounting software
has caused us to believe that the for maintaining their books of account, to
management representations under use such an accounting software which has
sub-clauses (a) and (b) above contain a feature of audit trail, with effect from the
any material misstatement. financial year beginning on 1 April 2023
and accordingly, reporting under Rule
v. The Company has not declared or paid 11(g) of Companies (Audit and Auditors)
any dividend during the year ended 31 Rules, 2014 (as amended) is not applicable
March 2023. for the current financial year.
vi. Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 requires all
Deepak Mittal
Partner
Place: New Delhi Membership No.: 503843
Date: 29 May 2023 UDIN: 23503843BGUTBW4982
In terms of the information and explanations sought by us Further, for the properties where the Company
and given by the Company and the books of account and is a lessee and the lease agreements are
records examined by us in the normal course of audit and duly executed in the favour of the lessee,
to the best of our knowledge and belief, we report that: the Company has entered into sub-leasing
arrangements in 1 case.
(i) (a) (A) The Company has maintained proper
records showing full particulars, including (d) The Company has not revalued its Property,
quantitative details and situation of Plant and Equipment including Right of Use
property, plant and equipment and right assets during the year. Further, the Company
of use assets. does not hold any intangible assets.
(B) The Company does not have any intangible (e) No proceedings have been initiated or are
assets and accordingly, reporting under pending against the Company for holding
clause 3(i)(a)(B) of the Order is not any benami property under the Prohibition
applicable to the Company. of Benami Property Transactions Act, 1988 (as
amended) and rules made thereunder.
(b) The property, plant and equipment and, right
of use assets have been physically verified (ii) (a) The Company does not hold any inventory.
by the management during the year and no Accordingly, reporting under clause 3(ii)(a) of
material discrepancies were noticed on such the Order is not applicable to the Company.
verification. In our opinion, the frequency of
(b) The Company has not been sanctioned working
physical verification programme adopted by
capital limits by banks or financial institutions
the Company, is reasonable having regard to the
on the basis of security of current assets at
size of the Company and the nature of its assets.
any point of time during the year. Accordingly,
(c) The title deeds of all the immovable properties reporting under clause 3(ii)(b) of the Order is not
held by the Company (other than properties applicable to the Company.
where the Company is the lessee and the lease
(iii) (a) The Company has made investments in and /
agreements are duly executed in favour of the
or provided loans or advances in the nature of
lessee) disclosed in note 4 to the standalone
loans, or guarantee, or security to Subsidiaries/
financial statements are held in the name of
Others during the year as per details given below:
the Company.
(Amount in H million)
Particulars Investment Guarantees Loans
Aggregate amount provided/granted during the year:
- Subsidiaries *2,892.65 3,375.00 **767.33
- Others - - -
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries 2,892.65 3,375.00 522.55
- Others - 1,515.90 -
*Includes / **Excludes impact of `1,900 million which got converted into Equity Share Capital by the Subsidiary Company out of inter-
corporate loan given during the year.
(b) In our opinion, and according to the information (c) In respect of loans and advances in the nature
and explanations given to us, the investments of loans granted by the Company, the schedule
made, guarantees provided, security given and of repayment of principal and the payment
terms and conditions of the grant of all loans and of the interest has not been stipulated and
advances in the nature of loans and guarantees accordingly, we are unable to comment as to
provided are, prima facie, not prejudicial to the whether the repayments/receipts of principal
interest of the Company. interest are regular.
(d)
In the absence of stipulated schedule of including goods and services tax, provident
repayment of principal and payment of interest fund, employees’ state insurance, income-
in respect of loans or advances in the nature of tax, sales-tax, service tax, duty of customs,
loans, we are unable to comment as to whether duty of excise, value added tax, cess and
there is any amount which is overdue for more other material statutory dues, as applicable,
than 90 days. with the appropriate authorities. Further, no
undisputed amounts payable in respect thereof
(e) In respect of loans and advances in the nature of were outstanding at the year-end for a period
loans granted by the Company, the schedule of of more than six months from the date they
repayment of principal has not been stipulated. became payable.
According to the information and explanation
given to us, such loans have not been demanded (b) According to the information and explanations
for repayment as on date. given to us, there are no statutory dues referred
to in subclause (a) above that have not been
(f) The Company has granted loans which are deposited with the appropriate authorities on
repayable on demand, as per details below: account of any dispute.
(Amount in H million)
(viii) According to the information and explanations given
Particulars Related Parties
to us, no transactions were surrendered or disclosed
Aggregate of loans/advances in as income during the year in the tax assessments
nature of loan
under the Income Tax Act, 1961 (43 of 1961) which
- Repayable on demand (A) *2,667.33
have not been previously recorded in the books
- Agreement does not specify any - of accounts.
terms or period of repayment (B)
Total (A+B) 2,667.33 (ix) (a) According to the information and explanations
Percentage of loans/advances in 100% given to us, loans amounting to H4,858.80
nature of loan to the total loans million are repayable on demand and terms
*Includes `1,900 million which got converted into investment
and conditions for payment of interest thereon
in Equity Share Capital subsequently. have not been stipulated. Further, such loans
and interest thereon have not been demanded
(iv) In our opinion, and according to the information and
for repayment as on date.
explanations given to us, the Company has complied
with the provisions of section 186 of the Act in respect (b) According to the information and explanations
of loans and investments made and guarantees given to us including representation received
and security provided by it, as applicable. Further, from the management of the Company, and on
the Company has not entered into any transaction the basis of our audit procedures, we report that
covered under section 185 of the Act. the Company has not been declared a willful
defaulter by any bank or financial institution or
(v) In our opinion, and according to the information
government or any government authority.
and explanations given to us, the Company has not
accepted any deposits or there are no amounts which (c) In our opinion and according to the information
have been deemed to be deposits within the meaning and explanations given to us, the Company has
of sections 73 to 76 of the Act and the Companies not raised any money by way of term loans
(Acceptance of Deposits) Rules, 2014 (as amended). during the year and did not have any term loans
Accordingly, reporting under clause 3(v) of the Order outstanding at the beginning of the current
is not applicable to the Company. year. Accordingly, reporting under clause 3(ix)(c)
of the Order is not applicable to the Company.
(vi)
The Central Government has not specified
maintenance of cost records under sub-section (1) (d) In our opinion and according to the information
of section 148 of the Act, in respect of Company’s and explanations given to us, and on an overall
products/ services / business activities. Accordingly, examination of the financial statements of the
reporting under clause 3(vi) of the Order is Company, funds raised by the Company on short
not applicable. term basis have not been utilised for long term
purposes except for borrowings from related
(vii) (a) In our opinion, and according to the information
party amounting to H2,892.65 million which has
and explanations given to us, the Company is
been utilised for investment in subsidiaries.
regular in depositing undisputed statutory dues
and payment of financial liabilities, other information get discharged by the company as and when they
accompanying the standalone financial statements, fall due.
our knowledge of the plans of the Board of Directors
and management and based on our examination of (xx) According to the information and explanations given
the evidence supporting the assumptions, nothing to us, the Company has met the criteria as specified
has come to our attention, which causes us to believe under sub-section (1) of section 135 of the Act read
that any material uncertainty exists as on the date with the Companies (Corporate Social Responsibility
of the audit report indicating that Company is not Policy) Rules, 2014, however, in the absence of average
capable of meeting its liabilities existing at the date net profits in the immediately three preceding years,
of balance sheet as and when they fall due within a there is no requirement for the Company to spend
period of one year from the balance sheet date. We, any amount under sub-section (5) of section 135 of
however, state that this is not an assurance as to the the Act. Accordingly, reporting under clause 3(xx) of
future viability of the company. We further state that the Order is not applicable to the Company.
our reporting is based on the facts up to the date of
(xxi) The reporting under clause 3(xxi) of the Order is
the audit report and we neither give any guarantee
not applicable in respect of audit of standalone
nor any assurance that all liabilities falling due within
financial statements of the Company. Accordingly, no
a period of one year from the balance sheet date, will
comment has been included in respect of said clause
under this report.
Deepak Mittal
Partner
Place: New Delhi Membership No.: 503843
Date: 29 May 2023 UDIN: 23503843BGUTBW4982
Independent Auditor’s Report on the internal by the ICAI. Those Standards and the Guidance Note
financial controls with reference to the standalone require that we comply with ethical requirements
financial statements under Clause (i) of Sub-section 3 and plan and perform the audit to obtain reasonable
of Section 143 of the Companies Act, 2013 (‘the Act’) assurance about whether adequate internal financial
1. In conjunction with our audit of the standalone controls with reference to financial statements were
financial statements of RattanIndia Enterprises established and maintained and if such controls
Limited (‘the Company’) as at and for the year ended operated effectively in all material respects.
31 March 2023, we have audited the internal financial
4.
Our audit involves performing procedures to
controls with reference to financial statements of the
obtain audit evidence about the adequacy of the
Company as at that date.
internal financial controls with reference to financial
Responsibilities of Management and Those statements and their operating effectiveness. Our
Charged with Governance for Internal Financial audit of internal financial controls with reference
Controls to financial statements includes obtaining an
2. The Company’s Board of Directors is responsible for understanding of such internal financial controls,
establishing and maintaining internal financial controls assessing the risk that a material weakness exists,
based on the internal financial controls with reference and testing and evaluating the design and operating
to financial statements criteria established by the effectiveness of internal control based on the
Company considering the essential components of assessed risk. The procedures selected depend on
internal control stated in the Guidance Note of Audit the auditor’s judgement, including the assessment
of Internal Financial Controls over Financial Reporting of the risks of material misstatement of the financial
(‘the Guidance Note’) issued by the Institute of statements, whether due to fraud or error.
Chartered Accountants of India (‘the ICAI’). These
5. We believe that the audit evidence we have obtained
responsibilities include the design, implementation
is sufficient and appropriate to provide a basis for our
and maintenance of adequate internal financial
audit opinion on the Company’s internal financial
controls that were operating effectively for ensuring
controls with reference to financial statements.
the orderly and efficient conduct of the Company’s
business, including adherence to the Company’s Meaning of Internal Financial Controls with
policies, the safeguarding of its assets, the prevention Reference to Financial Statements
and detection of frauds and errors, the accuracy and 6. A company’s internal financial controls with reference
completeness of the accounting records, and the to financial statements is a process designed to
timely preparation of reliable financial information, provide reasonable assurance regarding the reliability
as required under the Act. of financial reporting and the preparation of financial
statements for external purposes in accordance
Auditor’s Responsibility for the Audit of the
with generally accepted accounting principles. A
Internal Financial Controls with Reference to
company’s internal financial controls with reference
Financial Statements
to financial statements include those policies and
3. Our responsibility is to express an opinion on
procedures that (1) pertain to the maintenance of
the Company’s internal financial controls with
records that, in reasonable detail, accurately and fairly
reference to financial statements based on our
reflect the transactions and dispositions of the assets
audit. We conducted our audit in accordance with
of the company; (2) provide reasonable assurance
the Standards on Auditing issued by the Institute of
that transactions are recorded as necessary to permit
Chartered Accountants of India (‘ICAI’) prescribed
preparation of financial statements in accordance
under Section 143(10) of the Act, to the extent
with generally accepted accounting principles, and
applicable to an audit of internal financial controls
that receipts and expenditures of the company are
with reference to financial statements, and the
being made only in accordance with authorisations
Guidance Note on Audit of Internal Financial Controls
of management and directors of the company; and (3)
Over Financial Reporting (‘the Guidance Note’) issued
Deepak Mittal
Partner
Place: New Delhi Membership No.: 503843
Date: 29 May 2023 UDIN: 23503843BGUTBW4982
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
Significant accounting policies and accompanying notes are integral part of the standalone financial statements
This is the Standalone Statement of Profit and Loss referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
As at 31 March 2022
Balance at the Changes in equity Restated balance Changes in Balance at
beginning of share capital due at the beginning equity share the end of
Particulars
the current to prior period of the current capital during the current
reporting year errors reporting year the current year reporting year
Equity share capital 2,764.54 - 2,764.54 - 2,764.54
Significant accounting policies and accompanying notes are integral part of the standalone financial statements
This is the standalone statement of changes in equity referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
• it is due to be settled within 12 months of unbilled receivables, which arises when
after the reporting date; or Company satisfies a performance obligation
but does not have an unconditional rights to
•
the Company does not have an consideration. A receivables represents the
unconditional right to defer settlement Company’s right to an amount of consideration
of the liability for at least 12 months after that is unconditional. Contract assets are
the reporting date. Terms of a liability that subject to impairment assessment. Refer to
could, at the option of the counterparty, accounting policies on impairment of financial
result in its settlement by the issue of equity assets in section (Financial instruments
instruments do not affect its classification. – initial recognition and subsequent
measurement).
Current assets/liabilities include current
portion of noncurrent financial assets/liabilities A contract liability is the obligation to transfer
respectively. All other assets/liabilities are goods or services to a customer for which
classified as non-current. Deferred tax assets the Company has received consideration (or
and liabilities (if any) are classified as non- an amount of consideration is due) from the
current assets and liabilities. customer. If a customer pays consideration
before the Company transfers goods or services
Operating cycle
to the customer, a contract liability is recognised
Based on the nature of the operations and when the payment is made or the payment is
the time between the acquisition of assets for due (whichever is earlier). Contract liabilities
processing and their realization in cash or cash are recognised as revenue when the Company
equivalents, the Company has ascertained performs under the contract (i.e., transfers
its operating cycle as twelve months for the control of the related goods or services to the
purpose of current/non-current classification customer).
of assets and liabilities.
A trade receivable is recognised if an amount
c) Revenue recognition of consideration that is unconditional (i.e.,
Revenue towards satisfaction of a performance only the passage of time is required before
obligation is measured at the amount of payment of the consideration is due). Refer to
transaction price (net of variable consideration) accounting policies of financial assets in section
allocated to that performance obligation. The (Financial instruments – initial recognition and
transaction price of goods sold and services subsequent measurement).
rendered is net of variable consideration on
account of various discounts and schemes Interest income
offered by the Company as part of the contract. Interest income is recorded on accrual basis
The Company applies the revenue recognition using the effective interest rate (EIR) method.
criteria to each separately identifiable
component of the sales transaction as set Dividend income
out below. Dividend income is recognised at the time when
right to receive the payment is established,
Service income which is generally when the shareholders
Revenue from services rendered is recognised approve the dividend.
when relevant services have been rendered, as
per the agreed terms with the customer. d) Borrowing costs
Borrowing costs include interest and
Contract balances amortisation of ancillary costs incurred to the
A contract asset is the right to consideration in extent they are regarded as an adjustment to
exchange for goods or services transferred to the interest cost. Costs in connection with the
the customer. Contract assets are in the nature borrowing of funds to the extent not directly
are expected to arise from the continued • Contractual terms of the asset give rise on
use of the asset. Gains or losses arising from specified dates to cash flows that are solely
derecognition of an intangible asset, measured payments of principal and interest (SPPI)
as the difference between the net disposal on the principal amount outstanding.
proceeds and the carrying amount of the asset,
are recognised in the consolidated statement of After initial measurement, such financial assets
profit and loss when the asset is derecognised. are subsequently measured at amortised cost
using the effective interest rate (EIR) method.
g) Impairment of non-financial assets All other debt instruments are measured at Fair
At each reporting date, the Company assesses Value through other comprehensive income
whether there is any indication based on or Fair value through profit and loss based on
internal/external factors, that an asset may Company’s business model. All investments
be impaired. If any such indication exists, the in mutual funds in scope of Ind AS 109 are
Company estimates the recoverable amount measured at fair value through profit and loss
of the asset. If such recoverable amount of the (FVTPL).
asset or the recoverable amount of the cash
De-recognition of financial assets
generating unit to which the asset belongs
is less than its carrying amount, the carrying A financial asset is primarily de-recognised when
amount is reduced to its recoverable amount the rights to receive cash flows from the asset
and the reduction is treated as an impairment have expired or the Company has transferred its
loss and is recognised in the statement of rights to receive cash flows from the asset.
profit and loss. All assets are subsequently
Financial liabilities and equity instruments
reassessed for indications that an impairment
loss previously recognised may no longer exist. Classification as debt or equity
An impairment loss is reversed if the asset’s or Debt and equity instruments issued by the
cash-generating unit’s recoverable amount Company are classified as either financial
exceeds its carrying amount. liabilities or as equity in accordance with the
substance of the contractual arrangements
h) Financial instruments and the definitions of a financial liability and an
Initial recognition and measurement equity instrument.
All financial assets and financial liabilities are
Financial liabilities subsequent measurement
recognized initially at fair value, plus in the
case of financial assets and financial liabilities Subsequent to initial recognition, these
not recorded at fair value through profit or loss liabilities are measured at amortised cost using
(FVTPL), transaction costs that are attributable the effective interest method. These liabilities
to the acquisition of the financial asset and include borrowings and deposits.
financial liabilities. However, trade receivables De-recognition of financial liabilities
that do not contain a significant financing
A financial liability is de-recognised when the
component are measured at transaction price.
obligation under the liability is discharged or
Financial assets cancelled or expires. When an existing financial
Subsequent measurement liability is replaced by another from the same
lender on substantially different terms or the
Financial assets at amortised cost – The
terms of an existing liability are substantially
financial assets are measured at the amortised
modified, such an exchange or modification
cost if both the following conditions are met:
is treated as the de-recognition of the original
• The asset is held within a business model liability and the recognition of a new liability.
whose objective is to hold assets for The difference in the respective carrying
collecting contractual cash flows, and amounts is recognised in the statement of profit
and loss.
Offsetting of financial instruments ECL is the difference between all contractual cash
Financial assets and financial liabilities are offset flows that are due to the Company in accordance
and the net amount is reported in the balance with the contract and all the cash flows that the
sheet if there is a currently enforceable legal right Company expects to receive. When estimating
to offset the recognised amounts and there is an the cash flows, the Company considers:
intention to settle on a net basis, to realise the • All contractual terms of the financial assets
assets and settle the liabilities simultaneously. (including prepayment and extension)
over the expected life of the assets.
All assets and liabilities for which fair value
• Cash flows from the sale of collateral held
is measured or disclosed in the financial
or other credit enhancements that are
statements are categorised within the fair value
integral to the contractual terms.
hierarchy, described as follows, based on the
lowest level input that is significant to the fair Trade receivables
value measurement as a whole:
The Company applies approach permitted by
• Level 1 — Quoted (unadjusted) market Ind AS 109 Financial Instruments, which requires
prices in active markets for identical assets expected lifetime losses to be recognised from
or liabilities initial recognition of receivables.
• Level 2 — Valuation techniques for which
the lowest level input that is significant to Other financial assets
the fair value measurement is directly or For recognition of impairment loss on other
indirectly observable financial assets and risk exposure, the Company
•
Level 3 — Valuation techniques for determines whether there has been a significant
which the lowest level input that is increase in the credit risk since initial recognition
significant to the fair value measurement and if credit risk has increased significantly, life
is unobservable time impairment loss is provided otherwise
provides for 12 month expected credit losses.
i) Investments in subsidiaries and associates
k) Income taxes
Equity investments in subsidiaries are stated
at cost less impairment, if any as per Ind AS Tax expense recognised in statement of
27. The Company tests these investments for profit and loss comprises the sum of deferred
impairment in accordance with the policy tax and current tax not recognised in Other
applicable to ‘Impairment of non-financial Comprehensive Income (“OCI”) or directly
assets’. Where the carrying amount of an in equity.
investment or CGU to which the investment
Current tax
relates is greater than its estimated recoverable
amount, it is written down immediately to Current income tax is measured at the amount
its recoverable amount and the difference is expected to be paid to the tax authorities in
recognised in the Statement of Profit and Loss. accordance with the Income-tax Act, 1961.
Current income tax relating to items recognised
Profit/ loss on sale of investments are recognised outside statement of profit and loss is
on the date of the transaction of sale and are recognised outside statement of profit and loss
computed with reference to the original cost of in OCI or equity depending upon the treatment
the investment sold. of underlying item.
j) Impairment of financial assets The Company offsets current tax assets and
In accordance with Ind AS 109, the Company current tax liabilities, where it has a legally
applies expected credit loss (ECL) model for enforceable right to set off the recognised
measurement and recognition of impairment amounts and where it intends either to settle
loss for financial assets carried at amortised cost. on a net basis, or to realise the asset and
liability simultaneously.
expected to be availed more than one year the vesting period, which is the period over
after the balance sheet date is estimated on the which all of the specified vesting conditions
basis of an actuarial valuation performed by an are to be satisfied. At the end of each period,
independent actuary using the projected unit the entity revises its estimates of the number of
credit method. options that are expected to vest based on the
non-market vesting and service conditions. It
Actuarial gains and losses arising from recognises the impact of the revision to original
past experience and changes in actuarial estimates, if any, in statement of profit and loss,
assumptions are charged to statement of profit with a corresponding adjustment to equity.
and loss in the year in which such gains or losses
are determined. p)
Provisions, contingent assets and
contingent liabilities
Short-term employee benefits
Provisions are recognized only when there is
Expense in respect of other short-term benefits a present obligation, as a result of past events,
is recognised on the basis of the amount paid or and when a reliable estimate of the amount of
payable for the period during which services are obligation can be made at the reporting date.
rendered by the employee. These estimates are reviewed at each reporting
date and adjusted to reflect the current best
(o) Share based payments
estimates. Provisions are discounted to their
The Company has created an Employee Welfare present values, where the time value of money
Trust (EWT) for providing share-based payment is material.
to its employees. The Company uses EWT as
a vehicle for distributing shares to employees Contingent liability is disclosed for:
under the REL- Employee Stock Option Plan •
Possible obligations which will be
2022 (“”REL-ESOP 2022””). The EWT buys shares confirmed only by future events not wholly
of the Company from the market, for giving within the control of the Company or
shares to employees. The Company treats EWT
• Present obligations arising from past
as its extension and shares held by EWT are
events where it is not probable that an
related as treasury shares.
outflow of resources will be required to
Own equity instruments that are reacquired settle the obligation or a reliable estimate
(treasury shares) are recognised at cost and of the amount of the obligation cannot
deducted from other equity. No gain or loss is be made.
recognised in profit or loss on the purchase, Contingent assets are not recognised. However,
sale, issue or cancellation of the Company’s own when inflow of economic benefit is probable,
equity instruments. Treasury shares are reduced related asset is disclosed.
while computing basic and diluted earnings
per share. q) Earnings per share
Basic earnings per share is calculated by dividing
The Company transfers the excess of exercise the net profit or loss for the period attributable
price over the cost of acquisition of treasury to equity shareholders (after deducting
shares, net of tax, by EWT to General Reserve. attributable taxes) by the weighted average
number of equity shares outstanding during
Employee stock option plan (ESOP)
the period. The weighted average number of
The fair value of options granted under Employee equity shares outstanding during the period is
Stock Option Plan is recognised as an employee adjusted for events including a bonus issue.
benefits expense with a corresponding increase
in equity. The total amount to be expensed is For the purpose of calculating diluted earnings
determined by reference to the fair value of the per share, the net profit or loss for the period
options. The total expense is recognised over attributable to equity shareholders and
the weighted average number of shares lease liability are made up of fixed payments
outstanding during the period are adjusted for (including in substance fixed payments) and
the effects of all dilutive potential equity shares. variable payments based on an index or rate.
Treasury shares are reduced while computing Subsequent to initial measurement, the liability
basic and diluted earnings per share. will be reduced for payments made and
increased for interest. It is re-measured to reflect
r) Leases any reassessment or modification, or if there
A lease is defined as ‘a contract, or part of a are changes in in-substance fixed payments.
contract, that conveys the right to use an asset When the lease liability is re-measured, the
(the underlying asset) for a period of time in corresponding adjustment is reflected in the
exchange for consideration’. right-of-use asset.
107 and Ind AS 34. The effective date for (iii) Ind AS 12 - Income Taxes - This amendment
adoption of this amendment is annual has narrowed the scope of the initial
periods beginning on or after 1 April 2023. recognition exemption so that it does not
apply to transactions that give rise to equal
(ii) Ind AS 8 - Accounting Policies, Changes and offsetting temporary differences. Also
in Accounting Estimates and Errors - This there is corresponding amendment to Ind
amendment has introduced a definition AS 101. The effective date for adoption
of ‘accounting estimates’ and included of this amendment is annual periods
amendments to Ind AS 8 to help entities beginning on or after 1 April 2023.
distinguish changes in accounting policies
from changes in accounting estimates. The Company has evaluated the above
The effective date for adoption of this amendments and the impact thereof is not
amendment is annual periods beginning expected to be material on these standalone
on or after 1 April 2023. financial statements.
5A Non-current investments
As at 31 March 2023 As at 31 March 2022
No. of shares Amount No. of shares Amount
Investment in fully paid equity instruments [refer
note 55(b)]
a) Unquoted, fully paid equity instruments of
subsidiary companies (at cost)
Neotec Enterprises Limited (Face value of H10 10,000 0.10 10,000 0.10
each)
Neosky India Limited (Face value of H10 each) 150,000 200.50 50,000 0.50
RattanIndia Investment Manager Private Limited 102,000 0.03 102,000 0.03
(Face value of H10 each)
Cocoblu Retail Limited (Face value of H10 each) 35,010,000 3,500.10 16,010,000 1,600.10
Revolt Intellicorp Private Limited (Face value of 1,843,014 1,764.17 - -
H10 each) [refer note 33 (ii)]
Neotec Insurance Brokers Limited (Face value of 1,000,000 10.00 1,000,000 10.00
H10 each)
Neorise Technologies FZCO (Face value of AED 10,000 22.56 - -
100 each) [Refer Note 34 (c)]
Neobrands Limited (Face value of H10 each) 10,000 0.10 - -
[Refer Note 34 (b)]
Total investment in equity instruments of 5,497.56 1,610.73
subsidiary companies
b) Unquoted, fully paid equity instruments of
associate company (at cost)
Revolt Intellicorp Private Limited (Face value of - - 623,712 994.18
H10 each) [refer note 33 (i)]
c) Quoted, fully paid equity instruments of other
company (at FVTPL)
RattanIndia Power Limited (refer note 35) 1,063,960,011 3,138.68 1,063,960,011 5,692.18
(Face value of H5 each)
d) Investments in Share Warrant, unquoted (at
cost)
Revolt Intellicorp Private Limited [refer note 33(i) 5.82 5.82
and refer footnote (i)]
e) Investment in Trust
Neo Opportunity Fund Trust [refer footnote (ii)] 0.01 -
8,642.07 8,302.91
Aggregate amount of quoted investments at market value 3,138.68 5,692.18
Aggregate amount of quoted investments at cost 5,319.80 5,319.80
Aggregate amount of unquoted investments 5,503.39 2,610.73
Aggregate amount of impairment in the value of - -
investments
(i) A share warrant is a financial instrument which gives holder the right to acquire equity shares. Money received against share
warrants comprise of share warrants issued by the Company against which shares are yet to be allotted.
During the previous year, Revolt Intellicorp Private Limited (RIPL) issued and allotted 317,328 share warrants to the Company.
During the current year, RIPL vide its letter dated 5 October 2022, has extended the term of such share warrants for a further
period of 18 months i.e. up to 29 April 2024. Further, as per the agreed terms, RIPL is obligated to issue the equity shares at the
prevailing date fair market value on the date of conversion.
(ii) During the previous year ended 31 March 2022 the Company had set up a Trust where the Company is a Settlor.
5B Current investments
As at 31 March 2023 As at 31 March 2022
Unquoted, non trade (at FVTPL)
Investments in mutual funds
8,282.145 (31 March 2022 :NIL) units in ICICI Overnight Fund-Direct Plan 10.01 -
Growth
Nil (31 March 2022 :19,125.26) units in ICICI Liquid Prudential Fund-Direct - 6.03
Plan Growth
10.01 6.03
Aggregate amount of quoted investments and market value thereof - -
Aggregate amount of unquoted investments 10.01 6.03
Aggregate amount of impairment in the value of investments - -
*Includes bank deposits amounting to H0.31 million (31 March 2022 H0.31 million) that are lien marked against the credit card
facility availed by the Company.
a) Reconciliation of equity shares outstanding at the beginning and at the end of the year
As at 31 March 2023 As at 31 March 2022
No of shares Amount No of shares Amount
Equity shares at the beginning of the year 1,382,269,592 2,764.54 1,382,269,592 2,764.54
Add : Change during the year - - - -
Equity shares at the end of the year 1,382,269,592 2,764.54 1,382,269,592 2,764.54
* (i) 6.87% equity shares of the Company, held by one of the Promoter Company were pledged to secure a loan availed by other
promoter Company to provide working capital to Cocoblu Retail Limited, the wholly owned subsidiary. Of the aforesaid
equity shares, pledge on 3.07% equity shares has been released on 24 May 2023.
(ii) 4.64% equity shares of the Company, held by one of the Promoter Company were pledged to avail/ fulfil the additional
margin requirement for working capital facility and to secure invoice discounting facility by Cocoblu Retail Limited, the
wholly owned subsidiary.
The above information has been furnished as per the shareholders’ register as at the year end.
No of % of % change
Promoter Name Year
shares total shares during the year
Arbutus Consultancy LLP 31 March 2023 384,112,902 27.79% -
31 March 2022 384,112,902 27.79% -
Yantra Energetics Private Limited 31 March 2023 104,765,484 7.58% -
31 March 2022 104,765,484 7.58% -
# Promoters here means ‘promoter’ as defined under Companies Act, 2013.
e) No bonus shares or shares were issued for consideration other than cash and no shares have been bought back over
the last five years immediately preceeding the reporting date.
14 Other equity
As at 31 March 2023 As at 31 March 2022
Capital reserve 3,792.85 3,792.85
Securities premium 329.63 329.63
Employee's stock options reserve - 0.03
Retained earnings (2,488.77) 311.70
Treasury shares (48.99) -
1,584.72 4,434.21
Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.
Retained earnings
Retained earnings are created from the profit of the Company, as adjusted for distribution to owners, transfer to other
reserve, remeasurement of defined benefit plan, etc.
Treasury shares
This reserve represents own equity shares held by RattanIndia Enterprises Employee Welfare Trust.
15 Borrowings (Unsecured)
Current
As at 31 March 2023 As at 31 March 2022
Inter corporate deposit from related party* (refer note 55) 4,858.80 1,200.85
4,858.80 1,200.85
* Terms of interest rate are amended with effective from 1 April 2022, Inter corporate deposits (ICD) carry effective rate of interest
at 6.50% per annum over the tenure of loan and are repayable on demand.
16 Lease liabilities
Non-current Current
As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Lease liability (refer note 30) 20.26 43.23 22.98 21.58
20.26 43.23 22.98 21.58
17 Provisions
Non-current Current
As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Provision for employee benefits (refer note 28)
Provision for compensated absences 0.39 0.15 0.04 0.00
Provision for gratuity 0.91 0.45 0.07 0.01
1.30 0.60 0.11 0.01
18 Trade Payables
As at 31 March 2023 As at 31 March 2022
Outstanding dues of micro enterprises and small enterprises (refer note 39) - -
Outstanding dues of creditors other than micro enterprises and small enterprises 3.36 7.80
3.36 7.80
The following table provides information about receivables, contract assets and contract liabilities from contract
with customers:
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Receivables
Trade receivables (gross) 14.60 4.64
Unbilled revenue for passage of time 0.25 -
Less : Allowances for doubtful debts - -
Net receivables (a) 14.85 4.64
Contract assets
Billed during the year - -
Total contract assets (b) - -
Contract liabilities
Recognized as revenue during the year - -
Total contract liabilities (c) - -
Total (a+b-c) 14.85 4.64
The Company’s contracts with customers for the services generally include one performance obligation. The
Company has concluded that revenue from sale of services should be recognised at the point in time when services
are rendered to the customer.
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the
Company performs by transferring goods or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognised for the earned consideration that is conditional. A contract liability is
the obligation to transfer goods or services to a customer for which the Company has received consideration from the
customer. Contract liabilities are recognised as revenue when the Company performs obligations under the contract.
Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Revenue as per contract 40.42 26.00
Adjustments:
Cash rebate - -
Other adjustments - -
Revenue from contract with customers 40.42 26.00
22 Other income
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Interest on
Bank deposits (at amortised cost) 0.02 0.01
Inter corporate deposits 7.94 11.69
Income tax refund 0.03 0.09
Security deposits 0.78 0.18
Lease rental 0.08 0.03
Other income
Capital gain on mutual fund /investment- realised 1.11 91.42
Profit from fair value of mutual fund - unrealised (at FVTPL) 0.01 0.02
Profit from fair value of investment - unrealised (at FVTPL) [refer note - 372.39
35(i)]
Commission on corporate guarantee 11.42 -
Miscellaneous income 0.46 0.11
21.85 475.94
24 Finance costs
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Interest on
Inter corporate deposits 210.61 13.84
Lease liability 3.41 1.20
214.02 15.04
26 Other expenses
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Rates and taxes 6.69 4.15
Legal and professional charges* 20.76 12.63
Advertisement expenses 0.35 0.20
Rent expenses (refer note 30) 0.16 0.42
Electricity expenses 0.02 0.04
Printing and stationery 0.06 0.03
Travelling and conveyance 1.30 1.08
Office maintenance 4.19 1.23
Loss on foreign currency transactions 0.01 0.02
Loss on equity share investment measured at FVTPL (unrealised)[refer 2,553.50 -
note 35(ii)]
Bank charges 0.08 0.01
Miscellaneous expenses 0.17 0.43
2,587.29 20.24
*Includes remuneration to auditors as follows (excluding applicable
taxes):
Statutory audit and limited reviews 2.00 2.00
Certifications 0.10 -
2.10 2.00
III. Subsidiary companies including step down Neotec Enterprises Limited (w.e.f. 17 March 2021)
subsidiaries RattanIndia Investment Manger Private Limited (w.e.f. 19 June 2021)
Neosky India Limited (w.e.f. 20 September 2021)
Cocoblu Retail Limited (w.e.f. 03 November 2021)
Neotec Insurance Brokers Limited (w.e.f. 15 November 2021)
Revolt Intellicorp Private Limited (w.e.f 13 January 2023)
Neobrands Limited (w.e.f 10 November 2022)
Throttle Aerospace System Private Limited (w.e.f 25 May 2022)*
Neorise Technologies–FZCO (w.e.f. 27 December 2021)
* Step down subsidiary of the Company.
1. Subsequent to the year ended 31 March 2023, Mr. Amit Jain ceased to be Chief Financial Officer with effect from
closure of business hours on 19 May 2023, in place of whom the Company has appointed Mr. Vinu Balwant Saini as
Chief Financial Officer with effect from 20 May 2023.
Name Year
Inter -corporate
deposit given
Inter -corporate
deposit taken
Inter -corporate
deposit received back/
adjustment
Inter -corporate
deposit repaid/
adjustment
Interest expenses
on Inter -corporate
deposit
Interest income on
Inter -corporate
deposit
Service Income/
Management Support
Services
(Lease income)/ Lease
and other expenses
Reimbursement of
expenses
Equity Purchase
Investment/
Conversion in to
equity
Commission on
Corporate Guarantee
Corporate Guarantee
Given
Corporate Guarantee
Received
Earnest Money Deposit
Security deposit
Subsidiaries Companies
Neotec Enterprises 31 March 2023 103.90 - 66.30 - - 2.14 12.20 - 0.14 - - - - - - -
Limited 31 March 2022 20.02 - - - - 0.31 - - - - - - - - - -
Cocoblu Retail Limited* 31 March 2023 1,900.00 - 4.10 - - - 11.67 - 0.00 - 1,900.00 10.55 2,995.00 - - -
31 March 2022 1,604.10 - - - - 11.38 - - - - 1,600.00 - - - - -
Neosky India Limited 31 March 2023 249.00 - - - - 2.03 3.96 - 0.18 - 200.00 - - - - -
31 March 2022 1.50 - - - - 0.01 - - - - - - - - - -
Neotec Insurance 31 March 2023 - - - - - - - (0.72) - - - - - - - -
Broker Limited 31 March 2022 - - - - - - - (0.17) - - - - - - - -
Neobrands Limited 31 March 2023 5.00 - - - - 0.04 - - - - - - - - - -
OVERVIEW
31 March 2022 - - - - - - - - - - - - - - - -
CORPORATE
Revolt Intellicorp 31 March 2023 408.43 - - - - 3.71 0.59 - 1.91 - - 0.88 380.00 - - -
Private Limited 31 March 2022 - - - - - - - - - - - - - - - -
Neorise Technologies 31 March 2023 - - - - - - - - - - 22.56 - - - - -
FZCO 31 March 2022 - - - - - - - - - - - - - - - -
RattanIndia Investment 31 March 2023 1.00 - - - - 0.03 - - - - - - - - - -
REPORTS
31 March 2022 - - - - - - - - - - - - - - - -
Antheia Engineers 31 March 2023 - - - - - - - - - - - - - - - -
Private Limited
*H1,900 Million (31 March 2022 : D1600 million) initially given as Inter-Corporate deposit/loan was converted into equity share capital by the
Subsidiary Company, Cocoblu Retail Limited.
139
Notes to the standalone financial statements
140
for the year ended 31 March 2023
(All amount in H Million, unless otherwise stated)
Name Year
Inter -corporate
deposit given
Inter -corporate
deposit taken
Inter -corporate
deposit received back/
adjustment
Inter -corporate
deposit repaid/
adjustment
Interest expenses
on Inter -corporate
deposit
Interest income on
Inter -corporate
deposit
Service Income/
Management Support
Services
(Lease income)/ Lease
and other expenses
Reimbursement of
expenses
Equity Purchase
Investment/
Conversion in to
equity
Commission on
Corporate Guarantee
Corporate Guarantee
Given
Corporate Guarantee
Received
Earnest Money Deposit
Security deposit
Name Year
Inter -corporate
deposit given
Inter -corporate
deposit taken
Interest on
Inter -corporate
payable
Interest on
Inter -corporate
deposit
receivable
Management
Support Services
/Service income
Lease rent
(receivable)/
payable
Security deposit
Reimbursement
of expenses
receivable
Commission
on Corporate
Guarantee
Corporate
Guarantee Given
Corporate
Guarantee
Received
Earnest Money
Deposit
Subsidiaries Companies
Neotec Enterprises Limited 31 March 2023 57.62 - - 1.93 6.26 - - - - - - -
31 March 2022 20.02 - - 0.28 - - - - - - - -
Cocoblu Retail Limited* 31 March 2023 - - - - 3.11 - - 0.00 0.25 2,995.00 - -
31 March 2022 4.10 - - 10.24 - - - - - - - -
Neosky India Limited 31 March 2023 50.50 - - 1.82 1.26 - - 0.04 - - - -
31 March 2022 1.50 - - 0.01 - - - - - - - -
Neobrands Limited 31 March 2023 5.00 - - 0.03 - - - - - - - -
31 March 2022 - - - - - - - - - - - -
Revolt Intellicorp Private Limited 31 March 2023 408.43 - - 3.34 0.64 - - 0.29 1.01 380.00 - -
31 March 2022 - - - - - - - - - - - -
RattanIndia Investment Manger Private Limited 31 March 2023 1.00 - - 0.03 - - - - - - - -
OVERVIEW
CORPORATE
31 March 2022 - - - - - - - - - - - -
Enterprises over which Key Management Personnel have significant influence
RattanIndia Power Limited 31 March 2023 - - - - 2.32 - 14.32 - - - - 0.50
31 March 2022 - - - - 1.16 2.87 14.32 - - - - -
Priapus Developers Private Limited 31 March 2023 - 4,649.80 209.00 - - - - - - - - -
31 March 2022 - 1,188.40 12.45 - - - - - - - - -
REPORTS
STATUTORY
Interest in Trust
STATEMENTS
*H1,900 Million (31 March 2022 : D1600 million) initially given as Inter-Corporate deposit/loan was converted into equity share capital by the Subsidiary Company, Cocoblu Retail Limited.
141
Significant accounting policies and notes to the standalone financial statements
for the year ended 31 March 2023
(All amount in H Million, unless otherwise stated)
28 Employee benefits
Defined contribution:
Contributions are made to the Government Provident Fund and Family Pension Fund which cover all regular employees
eligible under applicable Acts. Both the eligible employees and the Company make pre-determined contributions to the
Provident Fund. The contributions are normally based upon a proportion of the employee’s salary. The Company has
recognized in the Statement of Profit and Loss an amount of H0.29 million (31 March 2022: H0.02 million) towards employer’s
contribution towards provident fund.
Defined benefits:
Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered at least 5 years
of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement/exit
details as below
i) On normal retirement/early retirement/withdrawal/resignation: As per the provisions of the Payment of Gratuity Act,
1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period. Gratuity
payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity Act, 1972
except the Company does not have any limit on gratuity amount.
Other benefits:
Provision for unfunded compensated absences payable to eligible employees on availment/ retirement/ separation is
based upon an actuarial valuation as at the year ended 31 March 2023. Major drivers in actuarial assumptions, typically,
are years of service and employee compensation. The commitments are actuarially determined using the ‘Projected Unit
Credit Actuarial Method’ as at the year end. Gains/ losses on changes in actuarial assumptions are accounted for in the
Statement of Profit and Loss as identified by the Management of the Company.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of Gratuity and Compensated
Absences and the amounts recognised in the financial statements for the year ended 31 March 2023:
Gratuity (Unfunded) Compensated absences
Particulars
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Liability recognised in the balance sheet:
Present value of obligation as at the beginning of the year 0.45 0.76 0.15 0.11
Current service cost 0.30 0.12 0.19 0.09
Interest cost 0.04 0.08 0.01 0.01
Benefits paid - (1.60) (0.01) (0.22)
Actuarial losses 0.19 1.09 0.09 0.16
Present value of obligation at the end of the year (as per 0.98 0.45 0.43 0.15
actuarial valuation)
Expenses during the year
Current service cost 0.30 0.12 0.19 0.09
Interest cost 0.04 0.08 0.01 0.01
Actuarial losses - 0.09 0.17
Component of defined benefit cost charged to statement of 0.34 0.20 0.29 0.27
profit and loss
Remeasurement of post-employment benefit obligations:
Actuarial losses 0.19 1.09 - -
Component of defined benefit cost recognized in other 0.19 1.09 - -
comprehensive income/(loss)
The actuarial valuation in respect of commitments and expenses relating to unfunded gratuity and compensated absences
are based on the following assumptions which if changed, would affect the commitment’s size, funding requirements
and expenses;
The employer’s best estimate of contributions expected to be paid during the annual period beginning after the balance
sheet date, towards gratuity and compensated absences is H0.52 million (31 March 2022 : H0.34 million) and H0.27 million
(31 March 2022: H0.12 million) respectively.
a. The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined
benefit obligation as a result of reasonable changes in an assumptions occurring at the end of the reporting period
while holding all other assumption constraint. In practice it is unlikely to occur and change in some of the assumption
may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions the same method (present value of the defined benefit obligation calculated with the projected unit
credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the balance sheet.
b. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
c. Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
d. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before
retirement & life expectancy are not applicable being a lump sum benefit on retirement.
Note:
*Treasury shares have been excluded while computing basic and diluted earnings per share [also refer note 45(ii)].
30 Leases disclosure:
The Company has entered into sub-lease agreement with RattanIndia Power Limited (Sub-lessor) for the use of licensed
premises for carrying business for term of 37 months which has been considered as finance lease as per Ind AS 116.
a) The table below describes the nature of the Company’s leasing activities by type of right-of-use asset recognised on
balance sheet:
No of leases
No of No of No of
No of right- Range of Average with variable
Right of use leases with leases with leases with
of use assets remaining remaining payments
assets extension purchase termination
leased term lease term linked to an
options options options
index
Office Premises 1 22 months 22 months - - - 1
e) The Company had total cash outflows for leases of H24.99 Million during 31 March 2023. (H6.85 Million) in 31 March 2022.
The following are the amounts recognised in profit or loss:
Particulars 31 March 2023 31 March 2022
Depreciation expense of right-of-use assets 22.75 6.34
Interest expense on lease liabilities 3.41 1.20
Expense relating to short-term leases (included in other expenses) 0.16 0.42
At 31 March 2023, the Company has not committed to leases which had not commenced.
The Company has elected not to recognise a lease liability for short term leases (leases of expected term of 12 months
or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In
addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed
as incurred.
(i) In the absence of reasonable certainty of availability of surplus taxable profits, the Company has restricted the
recognition of deferred tax asset on unabsorbed depreciation and brought forward business losses to the extent of
the corresponding deferred tax liability. The unabsorbed business losses of H178.51 million (31 March 2022: H128.12
million) are available for offset for maximum period of eight years from the incurrence of loss.
32 As per Ind AS 108 “Operating Segments”, if a financial report contains both consolidated financial statements and
the separate financial statements of the Parent Company, segment information may be presented on the basis of
the consolidated financial statements. Thus, disclosure required by regulation 33 of the SEBI (Listing Obligations
8- Disclosure Requirements) Regulations, 2015 on segment information and as per Ind AS 108 has been given in
consolidated financial statements.
33 (i) During the previous year ended 31 March 2022, the Company had acquired 623,712 equity shares constituting
33.84 % of the paid-up share capital of Revolt Intellicorp Private Limited (“RIPL”) and paid application money for
subscription to 317,328 share warrants for an aggregate amount of H1,000 million. Pursuant to the investment
made, RIPL became an associate of the Company.
(ii) During the year ended 31 March 2023, the Company had entered into an agreement with Revolt Intellicorp
Private Limited (”Revolt”) and its promoter to acquire balance 66.16% of equity share capital of Revolt for a
cash consideration of H770 million. The Company fulfilled the prescribed conditions under the agreement and
consequently, Revolt has became a wholly owned subsidiary of the Company effective 13 January 2023.
(a) NeoSky India Limited, a wholly- owned subsidiary of the Company, acquired 60% equity stake in Throttle
Aerospace Systems Private Limited (‘TAS’) on 24 May 2022, for a cash consideration of H200 million. TAS is a
drone hardware and software maker based out of Bangalore and is a market leader in enterprise, defence and
delivery drones.
(b) The Company has acquired 100% stake of Neobrands Limited for H0.10 million, consequent to which it has
become a wholly owned subsidiary of the Company effective 10 November 2022.
(c) The Company has invested an amount of 1 million AED (equivalent H22.5 million), in wholly owned foreign
subsidiary, Neorise Technologies- FZCO formed under Dubai Silicon Oasis Authority and registered in Free Zone
35 (i) During the previous year ended 31 March 2022, REL had sold 121,039,989 equity shares of RattanIndia Power
Limited (RPL), resulting in decrease in shareholding from 22.07 % to 19.81%, accordingly, RPL had ceased to
be associate of REL and consequently, investment in RPL had been classified as financial asset. Further, the
Company had recognised a realised gain of H88.77 million and unrealised gain of H372.39 million on classification
of investment in RPL as financial asset.
(ii) During the year ended 31 March 2023, in accordance with Ind AS-109, the Company has recognised unrealised
loss of H2,553.50 million, forming part of ‘Other Expenses’, on investment in equity shares of RattanIndia Power
Limited, on account of movement in market/ quoted price.
Out of total holding, 1,040,506,638 (31 March 2022: 1,040,506,638), equity shares of RPL are pledged in favour
of the lenders of RPL.
b. The Company has executed a Deed of Guarantee dated 31 December 2019 as a Sponsor of RattanIndia Power
Limited (RPL) in favour of Vistra ITCL (India) Limited (Security Trustee). As per the terms of Deed of Guarantee
the Company (Sponsor) has guaranteed the Backstopped Liabilities; liabilities of the borrower and claims made
by the existing lenders against the borrower in relation to the existing lenders redeemable preference shares,
including but not limited to the payment of any dividend or the redemption of the existing lenders redeemable
preference shares.
b. The Company’s Board of Directors at their meeting held on 18 May 2023, agreed to enter into a Business Transfer
Agreement with RattanIndia Technologies Private Limited, a related entity, to purchase business activities
pertaining to its Technology Business, as a going concern, on slump sale basis, for a lump sum consideration of
H1 million, without values being assigned to individual assets and liabilities. The objective of such acquisition is
to enable the Company to develop new capabilities, create valuable knowledge-based resources and improve
strategic flexibility to reduce cost and development time.
38 In respect of amounts as mentioned under Section 125 of the Act, there is no amount required to be transferred to
the Investor Education and Protection Fund as at 31 March 2023 and as at 31 March 2022.
39 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006:
Particulars As at 31 March 2023 As at 31 March 2022
i) Principal amount remaining unpaid to any supplier as at the end of - -
the accounting year.
ii) Interest due thereon remaining unpaid to any supplier as at the end - -
of the accounting year.
iii) The amount of interest paid by the buyer in terms of section 16 of the - -
Micro, Small and Medium Enterprises Development Act, 2006, along
with the amount of the payment made to the supplier beyond the
appointed day.
iv) 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
the Micro, Small and Medium Enterprises Development Act, 2006.
v) The amount of interest accrued and remaining unpaid at the end of - -
the accounting year.
vi) The amount of further interest remaining due and payable even in - -
the succeeding years, until such date when interest dues above are
actually paid.
The above information has been determined to the extent such parties have been identified on the basis of information available
with the Company.
40 The Company has not entered into any derivative instruments during the year. The Company does not have any
foreign currency exposures towards receivables, payables or any other derivative instrument as at 31 March 2023
and 31 March 2022.
41 The disclosure as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
related to loans and advances in the nature of loans given to subsidiaries, associates and others and investments in
shares of the Company by such parties is covered in the related party disclosures (refer note 27).
42 The Company is covered under Section 135 of the Act and accordingly, has constituted a Corporate Social
Responsibility Committee of the Board. However, as the Company did not have average net profits based on the
immediately preceding three financial years, the Company is not required to spend amounts towards Corporate
Social Responsibility in terms of the Act.
43 The Company considers its investment in subsidiaries as strategic and long term in nature and accordingly, in the view
of the management, there is no impairment loss that needs to be recorded for such investments in these standalone
financial statements.
The major components of income tax expense and the reconciliation of expected tax expense and the reported tax
expense in profit of loss are as follows:
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Profit before tax (2,800.31) 431.24
Domestic tax rate 25.17% 25.17%
Expected tax expense (704.78) 108.53
Employee benefits 0.15 0.21
Borrowings 48.93 -
Other item disallowed/(allowed) under Income Tax Act, 1961 0.22 0.33
Adjustment for tax rate on gain on sale of investment 642.67 (116.28)
Deferred tax not recognised on business losses and unabsorbed 12.81 7.21
depreciation
Reversal of Mat credit under new tax regime (2.03)
Income Tax expense - (2.03)
(ii) Stock Option Schemes of RattanIndia Enterprises Limited (formerly RattanIndia Infrastructure Limited)
(“REL ESOP 2022”):
RattanIndia Enterprises Limited Employee Stock Option Plan 2022 (“REL ESOP 2022) has been formulated by
the Board of Directors pursuant to the authority vested by the shareholders through the resolution passed
through postal ballot, the result whereof was declared on 3 August 2022, that such plan shall be administered
through REL Employee Welfare Trust (hereinafter “Trust”). The Trust shall make secondary market acquisition
for the purpose of the Scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. The pool options proposed to be offered under the Scheme shall be up to a maximum of 5%
of the paid-up capital of the Company.
During the year ended 31 March 2023, the Trust has acquired 1,381,988 equity shares (including 226,859 shares
settled subsequently) of the Company from the open market at an average price of H35.77 per share against
the loan given by the Company amounting to H50 million to the ESOP Trust which is repayable on demand.
As of 31 March 2023, the Trust holds 1,381,988 equity shares (Face value of H2 each) of the Company. The
financial statements of the Trust have been included in the standalone financial statements of the Company in
accordance with the requirements of IND AS and cost of such treasury shares has been presented as a deduction
in ”Other Equity”. Such number of equity shares (held by the Trust) have been excluded while computing basic
and diluted earnings per share.
46 Financial instruments
i) Fair values hierarchy
Financial assets and financial liabilities are measured at fair value in the statement of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of
significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data rely as little as possible on entity
specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
Financial assets and liabilities measured at fair value - recurring fair value measurements:
As at 31 March 2023 Level 1 Level 2 Level 3 Total
Financial assets
Investment in equity shares (at FVTPL) 3,138.68 - - 3,138.68
Investment in mutual funds (at FVTPL) - 10.01 - 10.01
There are no liabilities measured at fair value as at 31 March 2023 and 31 March 2022.
ii) Fair value of financial assets and liabilities measured at amortised cost.
The management assessed that cash and cash equivalents, trade receivables, trade payables, other current
financial assets and other current financial liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments. [refer note no 47(i)].
Investment in subsidiaries are measured at cost as per Ind AS 27, ‘Separate Financial Statements’ and hence, not presented
here.
ii) Risk management
The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets
and liabilities by category are summarised in note 47(i). The main types of risks are market risk, credit risk and
liquidity risk. The most significant financial risks to which the Company is exposed are described below.
The Company’s risk management is carried out by a central finance department (of the Company) under direction
of the Board of Directors. The Board of Directors provides principles for overall risk management, and covering
specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. Credit risk arises from
cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks
and financial institutions. The Company’s maximum exposure to credit risk is limited to the carrying amount of
financial assets recognised at 31 March 2023 and 31 March 2022, as summarised below:
The Company continuously monitors defaults of customers and other counterparties, and incorporates this
information into its credit risk controls. The Company’s policy is to deal only with creditworthy counterparties.
The Company’s management considers that all of the above financial assets are not impaired and/ or past due
for each of the above assets reporting dates under review are of good credit quality.
The Company considers the probability of default upon initial recognition of asset and whether there has
been a significant increase in credit risk on an on-going basis throughout each reporting period. In general, it
is presumed that credit risk has significantly increased since initial recognition if the payments are more than
30 days past due. A default on a financial asset is when the counterparty fails to make contractual payments
when they fall due. This definition of default is determined by considering the business environment in which
entity operates and other macro-economic factors.
(i) The Company’s management considers assets other than trade receivables, which are 30 days past due
and analyses facts and circumstances surrounding each such defaults separately. If the facts indicate
a probability of loss of value, the asset’s then expected cash flows are plotted in present value based
impairment model to determine the amount of impairment loss. Amounts are written off only in the
following circumstances: a) no probable legal recourse is available for recovery, b) the counterparty is
bankrupt, c) the cost of recovery is more than the amount or d) after all possible efforts the Company is
unable to recover amounts after a period of 3 years.
Similarly, substantial part of Company’s financial assets including trade receivables are recoverable from
Company’s subsidiaries, which the management of the Company believes are not credit impaired and
there are no 12 month expected credit losses that are required to be recognised, other than those already
assessed and recorded.
(ii) The Company has no such assets where credit losses have been recognised as none of the assets are
credit impaired.
(iii) The credit risk for cash and cash equivalents and other bank balances is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when
due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability
under committed facilities.
Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents
on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the
entity operates.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
Less than 1 More than 5
31 March 2023 1-5 year Total
year years
Non-derivatives
Borrowings* 4,858.80 - - 4,858.80
Trade payable 3.33 - 0.03 3.36
Other financial liabilities 7.46 - - 7.46
Market Risk
Foreign currency risk
The Company is not exposed to foreign exchange risk arising from foreign currency transactions. Foreign
exchange risk arises from recognised assets and liabilities denominated in a currency that is not the Company’s
functional currency.
Sensitivity
Below is the sensitivity of profit or loss and equity due to changes in interest rates, assuming no change in
other variables:
Price risk
Exposure
The Company is exposed to price risk in respect of its investment in mutual funds (unquoted) and quoted equity
shares [refer note 5A(c) & 5B].
Sensitivity
Below is the sensitivity of profit or loss and equity changes in fair value of investments, assuming no change in
other variables:
48 Capital management
The Company’s capital management objectives are;
- to ensure the Company’s ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as
presented on the face of balance sheet.
Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure
while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes
of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new
shares, or sell assets to reduce debt.
The amounts managed as capital by the Company for the reporting periods under review are summarised as follows:
(i) Equity includes capital and all reserves of the Company that are managed as capital.
49 Financial Ratios:
Following are analytical ratios for the year ended 31 March 2023 and 31 March 2022
Numerator/
Particulars 31 March 2023 31 March 2022 Variance Remarks
Denominator
Current ratio Current assets/ 0.12 0.08 50.00% Refer Note 1 below
Current liabilities
Debt - equity ratio Total debt/ 1.12 0.17 558.82% Refer Note 1 below
Shareholder’s equity
Debt service coverage Earning available for (0.51) 0.38 (234.21)% Refer Note 1 below
ratio debt service/ Debt
service
Return on equity (ROE) Net profits after (48.50)% 6.15% (887.96)% Refer Note 2 below
taxes/ Average
shareholder’s equity
Trade receivables Revenue/ Average 4.15 11.21 (62.99)% Due to increase in
turnover ratio trade receivables trade receivable
& Revenue from
operations.
Trade payable turnover Purchase of services 6.06 4.94 22.67% Not required to
ratio and other expenses/ disclose
Average trade
payables
Net capital turnover ratio Revenue/ Working (0.01) (0.44) (96.72)% Due to decrease in
capital other income.
Net Profit ratio Net profit/ Revenue (4497.05)% 85.51% (5359.12)% Refer Note 2 below
Return on capital Earning before (28.09)% 5.31% (628.65)% Due to increase
employed (ROCE) interest and tax/ in Borrowing &
Capital employed decrease in retained
earning.
Note:
1. Due to increase in Borrowing amounting H4,858.80 Million as at 31 March 2023 from H1,200.85 Million as at 31 March 2022.
2. Due to Loss from fair valuation of Investment-Unrealized. [Refer Note 35(ii)]
(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the act read
with the Companies (Restriction on Number of Layers) Rules 2017.
51 The Code on Social Security, 2020 (‘Code’) has been notified in the Official Gazette of India on 29 September 2020,
which could impact the contributions of the Company towards certain employment benefits. Effective date from
which changes are applicable is yet to be notified and the rules are yet be framed. Impact, if any, of change will be
assessed and accounted for in the period of notification of relevant provisions.
53 Investments in subsidiaries
a) These standalone financials statements are separate financial statements prepared in accordance with Ind AS-27
“Separate financial Statements”
55 (a) Details of loans and guarantees of the Company outstanding at the end of the year, in terms of regulation
53 (F) and 34 (3) read together with para A of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 :
As at 31 March Max Balance As at 31 March Max Balance
Particulars
2023 during the year 2022 during the year
Neotec Enterprises Limited 57.62 57.62 20.02 20.02
RattanIndia Investment Manager Private 1.00 1.00 - -
Limited
Neosky India Limited 50.50 208.00 1.50 1.50
Revolt Intellicorp Private Limited 408.43 408.43 - -
Neobrands Limited 5.00 5.00 - -
Cocoblu Retail Limited - 1,904.10 4.10 1604.1
RattanIndia Employees Welfare Trust 50.00 50.00 - -
(b) Details of loans (gross) as per Section 186 (4) of Companies Act, 2013 and Disclosure as per Regulation
34 (3) read with Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of loans/ advances/ investments outstanding as at year end
Investment Inter Corporate Deposits Corporate Guarantee
Particulars As at 31 As at 31 As at 31 As at 31 As at 31 As at 31
March 2023 March 2022 March 2023 March 2022 March 2023 March 2022
Neotec Enterprises Limited 0.10 0.10 57.62 20.02 - -
RattanIndia Investment 0.03 0.03 1.00 - - -
Manager Private Limited
Neosky India Limited 200.50 0.50 50.50 1.50 - -
Neotec Insurance Brokers 10.00 10.00 - - - -
Limited
Cocoblu Retail Limited 3,500.10 1,600.10 - 4.10 2,995.00 -
Revolt Intellicorp Private 1,764.17 994.18 408.43 - 380.00 -
Limited
Revolt Intellicorp Private 5.82 5.82 - - - -
Limited (Share Warrant)
Neobrands Limited 0.10 - 5.00 - - -
Neorise Technologies FZCO 22.56 - - - - -
RattanIndia Power Limited 3,138.68 5692.18 - - - -
Neo Opportunity Fund Trust 0.01 - - - - -
RattanIndia Employees - - 50.00 - - -
Welfare Trust
Sinnar Power Transmission - - - - 1,515.90 -
Company Limited
56 a) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any
other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the
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 (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the
Ultimate Beneficiaries.
b) Other than as disclosed below, no funds have been received by the Company from any person(s) or entity(ies),
including foreign entities (‘the 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.
During the year, the Company has received fund as inter corporate deposit (ICD) from one of the related party Priapus
Developers Private Limited (PDPL). Further, same was given in form of inter corporate deposit (ICD) for business
operations and investment in equity shares of below subsidiary companies (100% subsidiaries of the Company).
The Company was required to lend and invest in above subsidiary companies (100% subsidiaries of the Company)
as per their respective business requirements for furtherance of company’s interest. One of the related party PDPL
supported the Company by providing ICD for the same.
57 The Company has not declared or paid any dividend during the year ended 31 March 2023 and 31 March 2022.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
Key audit matter How our audit addressed the key audit matter
Accounting for business combinations (as described in Note 2 and Note 39 of the consolidated financial statements)
During the current year, the Holding Company acquired Our audit procedures relating to business combinations
substantial stake in Revolt Intellicorp Private Limited included, but were not limited to, the following:
and Throttle Aerospace Systems Private Limited, for • Evaluated the design, implementation and tested the
a consideration of H770 million and H200 million, operating effectiveness of the Holding Company’s
respectively. The Holding Company determined the controls relating to accounting for business combinations;
acquisitions to be within the scope of Ind AS 103,
• Examined the key purchase agreements and other
Business Combinations, (‘Ind AS 103’) which requires
arrangements related to the respective acquisitions,
that identified assets and liabilities, including identifiable
to obtain an understanding of the key terms and
intangible assets, be recognized at fair value as at the
conditions of the transactions, and evaluated the
date of acquisition, with excess of acquisition cost over
accounting treatment in accordance with Ind AS
the identified fair value of recognized assets (including
103, including determination of acquisition date and
intangibles) and liabilities, accounted for as goodwill.
purchase consideration;
The Holding Company’s management appointed
• Evaluated the competence and objectivity of the
independent valuation experts to perform fair valuation
management’s valuation expert engaged for the PPA
of assets and liabilities acquired, as of the respective date
and obtained the valuation reports provided by the
of acquisition, for the aforesaid purpose of allocation
expert to the management, ensuring completeness of
of the purchase price (hereinafter referred to as ‘the
assets and liabilities covered in such reports vis-à-vis the
purchase price allocation’ or ‘the PPA’) and consequently,
aforesaid purchase agreements;
recognised aggregate Goodwill of H1,535.82 million
representing excess of the consideration paid over the • Involved auditor’s valuation expert to assist us in
net assets acquired. validating the valuation assumptions and methodology
considered by the management’s expert to allocate
Significant judgement was required to be exercised by
the purchase price to identifiable assets and liabilities
the management in aforesaid fair valuations performed
acquired; and
by the valuation experts, using appropriate valuation
models. The key assumptions and estimates underpinning • Validated the future cash flow projections used in the
such fair valuations inter alia involved estimating future valuations from business plans.
cash flow projections, determining appropriate discount •
A ssessed the adequacy and appropriateness of
rate, growth rate etc. the disclosures made in the Consolidated Financial
Considering the materiality of the amounts and significant Statements in accordance with the requirements of Ind
judgement required by the management as above, AS 103, Business Combinations.
accounting for business combinations has been identified
as a key audit matter for the current year audit.
Existence and Valuation of inventory (Refer note 2 and note 12 of the consolidated financial statements)
The Subsidiary Company has e-commerce market- place Our audit procedures relating to existence and valuation of
model arrangement wherein the market- place platform inventory included, but was not limited to, the following:
(the ‘market place’) has agreed to manage the inventory, •
U nderstood the management process to ensure
interface with customers as well as handle delivery and existence of inventory, identification of non-moving or
logistics, for the Company. As at March 31, 2023, the unsellable inventory that involved understanding the
market place held Company’s inventories aggregating to extent and periodicity of information received from the
H10,151.73 million (net of provision). market place in this respect. Evaluated design and tested
As per the arrangement with the marketplace, on receipt the operating effectiveness of controls implemented
of goods from the Subsidiary Company’s suppliers/ by management around existence and valuation of
vendors, the market- place provides storage services in inventory throughout the year.
its various fulfilment centers. Periodic cycle counts are
performed by the market- place and in case of loss or
damage to any units at its centres/ warehouses due to any
breach of contractual obligation/ non-performance of
obligations, the Subsidiary Company is entitled to recover
the applicable replacement value of the product from the
market- place.
knowledge obtained in the audit or otherwise ventures are responsible for assessing the ability of
appears to be materially misstated. the Group and of its associates and joint ventures to
continue as a going concern, disclosing, as applicable,
When we read the Annual Report, if we conclude
matters related to going concern and using the going
that there is a material misstatement therein, we
concern basis of accounting unless the Board of
are required to communicate the matter to those
Directors either intend to liquidate the Group or to
charged with governance.
cease operations, or has no realistic alternative but
Responsibilities of Management and Those to do so.
Charged with Governance for the Consolidated
9.
Those respective Board of Directors are also
Financial Statements
responsible for overseeing the financial reporting
7. The accompanying consolidated financial statements process of the companies included in the Group.
have been approved by the Holding Company’s
Auditor’s Responsibilities for the Audit of the
Board of Directors. The Holding Company’s Board
Consolidated Financial Statements
of Directors are responsible for the matters stated
in section 134(5) of the Act with respect to the 10. Our objectives are to obtain reasonable assurance
preparation and presentation of these consolidated about whether the consolidated financial statements
financial statements that give a true and fair view of the as a whole are free from material misstatement,
consolidated financial position, consolidated financial whether due to fraud or error, and to issue an
performance including other comprehensive income, auditor’s report that includes our opinion. Reasonable
consolidated changes in equity and consolidated assurance is a high level of assurance but is not a
cash flows of the Group in accordance with the Ind guarantee that an audit conducted in accordance
AS specified under section 133 of the Act read with with Standards on Auditing will always detect a
the Companies (Indian Accounting Standards) Rules, material misstatement when it exists. Misstatements
2015, and other accounting principles generally can arise from fraud or error and are considered
accepted in India. The Holding Company’s Board of material if, individually or in the aggregate, they
Directors are also responsible for ensuring accuracy could reasonably be expected to influence the
of records including financial information considered economic decisions of users taken on the basis of
necessary for the preparation of consolidated Ind these consolidated financial statements.
AS financial statements. Further, in terms of the
11. As part of an audit in accordance with Standards on
provisions of the Act the respective Board of Directors
Auditing specified under section 143(10) of the Act
of the companies included in the Group, covered
we exercise professional judgment and maintain
under the Act are responsible for maintenance of
professional skepticism throughout the audit.
adequate accounting records in accordance with the
We also:
provisions of the Act for safeguarding the assets of
the Group and for preventing and detecting frauds • Identify and assess the risks of material misstatement
and other irregularities; selection and application of of the consolidated financial statements, whether
appropriate accounting policies; making judgments due to fraud or error, design and perform audit
and estimates that are reasonable and prudent; procedures responsive to those risks, and obtain
and design, implementation and maintenance audit evidence that is sufficient and appropriate
of adequate internal financial controls, that were to provide a basis for our opinion. The risk of not
operating effectively for ensuring the accuracy and detecting a material misstatement resulting from
completeness of the accounting records, relevant fraud is higher than for one resulting from error, as
to the preparation and presentation of the financial fraud may involve collusion, forgery, intentional
statements that give a true and fair view and are free omissions, misrepresentations, or the override of
from material misstatement, whether due to fraud internal control;
or error. These financial statements have been used
• Obtain an understanding of internal control relevant
for the purpose of preparation of the consolidated
to the audit in order to design audit procedures
financial statements by the Board of Directors of the
that are appropriate in the circumstances. Under
Holding Company, as aforesaid.
section 143(3)(i) of the Act we are also responsible
8. In preparing the consolidated financial statements, for expressing our opinion on whether the Holding
the respective Board of Directors of the companies Company has adequate internal financial controls
included in the Group and of its associates and joint
adjustments prepared by the management of the paid or provided for any managerial remuneration
Holding Company, and audited by us. during the year. Accordingly, reporting under section
197(16) of the Act is not applicable in respect of such
Our opinion above on the consolidated financial
subsidiary companies.
statements, and our report on other legal and
regulatory requirements below, are not modified 17.
As required by clause (xxi) of paragraph 3 of
in respect of the above matters with respect to our Companies (Auditor’s Report) Order, 2020 (‘the Order’)
reliance on the work done by and the reports of the issued by the Central Government of India in terms of
other auditors. section 143(11) of the Act based on the consideration
of the Order reports issued till date {by us and by the
Report on Other Legal and Regulatory
respective other auditors as mentioned in paragraph
Requirements
15 above, of companies included in the consolidated
16. As required by section 197(16) of the Act based on financial statements for the year ended 31 March 2023
our audit and on the consideration of the reports of and covered under the Act we report that following
the other auditors, referred to in paragraph 15, on are the qualifications/adverse remarks reported by
separate financial statements of the subsidiaries, us and the other auditors in the Order reports of the
we report that the Holding Company, 6 subsidiaries companies included in the consolidated financial
companies, incorporated in India whose financial statements for the year ended 31 March 2023 for
statements have been audited under the Act have not which such Order reports have been issued till date
and made available to us:
Holding Company/ Clause number of the
S
Name CIN subsidiary/Associate/ CARO report which is
No
Joint Venture qualified or adverse
1 RattanIndia Enterprises Limited L74110DL2010PLC210263 Holding (ix)(d)(1)
2 Cocoblu Retail Limited U52399DL2021PLC388574 Subsidiary (ii)(b)(2), (vii)(a)(3)
3 Revolt Intellicorp Private Limited U34203HR2017PTC070517 Subsidiary (ii)(b)(2), (ix)(a)(4)
(1) Clause pertains to short term funds used for long term purposes, also refer note 23A(iv) to the consolidated financial statements.
(2) Clause pertains to difference in the amounts reported to banks and/or financial institutions in quarterly returns/statements vis-à-vis books of
accounts finalised by the Subsidiary Company’s management. Also refer note 23C to the consolidated financial statements.
(3) Clause pertains to delays in payment of undisputed statutory dues.
(4) Clause pertains to delays in repayment of loans or borrowings or in the payment of interest by Subsidiary Company.
18. As required by section 143(3) of the Act, based on section 133 of the Act read with the Companies (Indian
our audit and on the consideration of the report (s) Accounting Standards) Rules, 2015;
of the other auditors on separate financial statements
e) On the basis of the written representations received
and other financial information of the subsidiaries
from the directors of the Holding Company and its
and associate incorporated in India whose financial
subsidiary companies and its associate company and
statements have been audited under the Act, we
taken on record by the Board of Directors of the Holding
report, to the extent applicable, that:
Company, its subsidiary companies and associate
a) We have sought and obtained all the information and company respectively, and the reports of the statutory
explanations which to the best of our knowledge and auditors of its subsidiary companies, covered under the
belief were necessary for the purpose of our audit of Act, none of the directors of the Group companies, are
the aforesaid consolidated financial statements; disqualified as on 31 March 2023 from being appointed
as a director in terms of section 164(2) of the Act;
b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid f) With respect to the adequacy of the internal financial
consolidated financial statements have been kept so controls with reference to financial statements of the
far as it appears from our examination of those books Holding Company, and its subsidiary companies and
and the reports of the other auditors; associate companies covered under the Act, and the
operating effectiveness of such controls, refer to our
c) The consolidated financial statements dealt with by
separate report in ‘Annexure A’ wherein we have
this report are in agreement with the relevant books
expressed an unmodified opinion; and
of account maintained for the purpose of preparation
of the consolidated financial statements; g) With respect to the other matters to be included
in the Auditor’s Report in accordance with rule 11
d) In our opinion, the aforesaid consolidated financial
of the Companies (Audit and Auditors) Rules, 2014
statements comply with Ind AS specified under
(as amended), in our opinion and to the best of our
Deepak Mittal
Partner
Place: New Delhi Membership No.: 503843
Date: 29 May 2023 UDIN: 23503843BGUTBX4851
Annexure 1
List of entities included in the Statement
Subsidiaries
1) Cocoblu Retail Limited (India)
2) Revolt Intellicorp Private Limited (India) (w.e.f 13 January 2023)
3) Neotec Enterprises Limited (India)
4) RattanIndia Investment Manager Private Limited (India)
5) Neosky India Limited (India)
6) Neotec Insurance Brokers Limited (India)
7) Throttle Aerospace Systems Private Limited (India) (w.e.f 24 May 2022)
8) Neobrands Limited (India) (w.e.f 10 November 2022)
9) Neorise Technologies-FZCO (Dubai)
Associate
1) Revolt Intellicorp Private Limited (India) (Upto 12 January 2023)
Trusts
1) RattanIndia Enterprises Limited Employee Welfare Trust (w.e.f. 17 March 2023)
2) Neo Opportunity Fund Trust
1. In conjunction with our audit of the consolidated with reference to financial statements, and the
financial statements of RattanIndia Enterprises Guidance Note on Audit of Internal Financial Controls
Limited (‘the Holding Company’) and its subsidiaries Over Financial Reporting (‘the Guidance Note’) issued
(the Holding Company and its subsidiaries together by the ICAI. Those Standards and the Guidance Note
referred to as ‘the Group’), as at and for the year ended require that we comply with ethical requirements
31 March 2023, we have audited the internal financial and plan and perform the audit to obtain reasonable
controls with reference to financial statements of the assurance about whether adequate internal financial
Holding Company and its subsidiary companies, controls with reference to financial statements were
which are companies covered under the Act, as at established and maintained and if such controls
that date. operated effectively in all material respects.
of the company; (2) provide reasonable assurance covered under the Act, have in all material respects,
that transactions are recorded as necessary to permit adequate internal financial controls with reference
preparation of financial statements in accordance to financial statements and such controls were
with generally accepted accounting principles, and operating effectively as at 31 March 2023, based on
that receipts and expenditures of the company are internal financial controls with reference to financial
being made only in accordance with authorisations statements criteria established by the respective
of management and directors of the company; and (3) companies considering the essential components on
provide reasonable assurance regarding prevention internal control stated in the Guidance Note issued by
or timely detection of unauthorised acquisition, use, the ICAI.
or disposition of the company’s assets that could have
a material effect on the financial statements. Other Matter
9. We did not audit the internal financial controls
Inherent Limitations of Internal Financial with reference to consolidated financial statements
Controls with Reference to Consolidated Financial insofar as it relates to 6 subsidiary companies,
Statements which are companies covered under the Act, whose
7. Because of the inherent limitations of internal financial statements / financial information reflect
financial controls with reference to financial total assets of ₹ 486.33 million and net assets of
statements, including the possibility of collusion or ₹ 246.70 million as at 31 March 2023, total revenues
improper management override of controls, material of ₹ 91.52 million and net cashflows amounting to
misstatements due to error or fraud may occur and ₹ 32.88 million for the year ended on that date, as
not be detected. Also, projections of any evaluation considered in the consolidated financial statements.
of the internal financial controls with reference to The internal financial controls with reference to
financial statements to future periods are subject financial statements in so far as it relates to such
to the risk that the internal financial controls with subsidiary companies have been audited by other
reference to financial statements may become auditors whose reports have been furnished to us
inadequate because of changes in conditions, or by the management and our report on the adequacy
that the degree of compliance with the policies or and operating effectiveness of the internal financial
procedures may deteriorate. controls with reference to financial statements for the
Holding Company and its subsidiary companies, as
Opinion aforesaid, under Section 143(3)(i) of the Act in so far as
8. In our opinion and based on the consideration of it relates to such subsidiary companies is based solely
the reports of the other auditors on internal financial on the reports of the auditors of such companies. Our
controls with reference to financial statements of opinion is not modified in respect of this matter with
the subsidiary companies, the Holding Company respect to our reliance on the work done by and on
and its subsidiary companies, which are companies the reports of the other auditors.
Deepak Mittal
Partner
Place: New Delhi Membership No.: 503843
Date: 29 May 2023 UDIN: 23503843BGUTBX4851
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
Significant accounting policies and accompanying notes are integral part of the consolidated financial statements
This is the Consolidated Statement of Profit and Loss referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
As at 31 March 2022
Balance at the Changes in equity Restated balance Changes in Balance at
beginning of share capital due at the beginning equity share the end of
Particulars
the current to prior period of the current capital during the current
reporting year errors reporting year the current year reporting year
Equity share capital 2,764.54 - 2,764.54 - 2,764.54
Non-Controlling Interest
Reserves and surplus
options outstanding
translation reserve
Employee's stock
Foreign currency
[refer note 56(ii)]
Particulars
[refer note 19]
other equity
Securities
premium
Retained
earnings
reserve
Capital
Total
Total
Balance as at 1 April 2021 20,491.33 329.61 - - (2.31) (22,737.55) (1,918.92) - (1,918.92)
Profit for the year - - - - - 5,538.64 5,538.64 - 5,538.64
Other comprehensive loss (net - - - - - (1.46) (1.46) - (1.46)
of tax)
Other changes in equity [refer (16,698.50) 0.02 - - 2.34 17,301.32 605.18 - 605.18
note 42(i)]
Balance as at 31 March 2022 3,792.83 329.63 - - 0.03 100.95 4,223.44 - 4,223.44
Acquisition of subsidiary 0.05 - - - - - 0.05 89.81 89.86
companies [refer note 39]
Amount transferred on account - - - - (0.03) 0.03 - - -
of options not exercised/ lapsed
Loss for the year - - - - - (2,845.66) (2,845.66) (15.34) (2,861.00)
Transfer to foreign currency - - - (0.18) - 0.18 - - -
translation reserve (refer note 19)
Other comprehensive income - - - - - 2.74 2.74 0.09 2.83
(net of tax)
Treasury shares acquired by REL- - - (48.99) - - - (48.99) - (48.99)
Employee Welfare trust [refer
note 56(ii)]
Balance as at 31 March 2023 3,792.88 329.63 (48.99) (0.18) - (2,741.76) 1,331.58 74.56 1,406.14
Significant accounting policies and accompanying notes are integral part of the consolidated financial statements
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023
2.
General information and statement of • The financial statements of the associate
compliance with Ind AS Company used in the consolidation are drawn
(a) The consolidated financial statements of the upto the same reporting date as that of the
Group have been prepared in accordance Holding Company i.e. 31 March 2023.
with the Indian Accounting Standards as
• Investment in Associate is dealt with in
notified under section 133 of the Companies
accordance with Ind AS 28 ‘Investments in
Act 2013 (“Act”) read with the Companies
Associates and Joint Ventures’. Effect has been
(Indian Accounting Standards) Rules 2015
given to the carrying amount of investments
(by Ministry of Corporate Affairs (“MCA”)), as
in associates using the ‘Equity method’. The
amended, and other relevant provisions of
Holding Company’s share of the post-acquisition
the Act and guidelines issued by the Securities
profits or losses is included in the carrying cost
and Exchange Board of India (SEBI). The Group
of investments.
has uniformly applied the accounting policies
during the periods presented. • Non-controlling interests in the results and
equity of subsidiaries are shown separately in
(b) Functional and presentation currency
the consolidated statement of profit and loss,
These consolidated financial statements are consolidated statement of changes in equity
presented in Indian Rupees (H), which is also and balance sheet respectively.
• The excess of share of equity in the associate of an acquisition is measured as the aggregate
Company as on the date of investment in of the consideration transferred measured at
excess of cost of investments of the Group, is the acquisition date fair value. When the group
recognized as ‘Capital Reserve’ and shown acquires a business, it assess the financial assets
under the head ‘Reserves & Surplus’, in the and liabilities assumed
consolidated financial statements.
• Following entities have been considered
• Business Combination (other than those under in the preparation of the consolidated
common control) are accounted for using the financial statements:
acquisition method under Ind AS 103. The cost
payable by the customer. The Group carves at the former carrying amount of the inventory,
out the price of the service and recognises it less any expected costs to recover the goods,
as a separate line of revenue over the period including any potential decreases in the value
of service rendered. Till such time, the amount of the returned goods. The Group updates the
of consideration received attributable to this measurement of the asset recorded for any
service is treated as deferred income. revisions to its expected level of returns, as well
as any additional decreases in the value of the
Revenue from subscription and other technical returned goods.
services is recognised over the period of
service rendered. Refund liabilities
A refund liability is the obligation to refund
The Group receives advance payments from
some or all of the consideration received
customers for the sale of electric motorcycles.
(or receivable) from the customer and is
The Group applies the practical expedient for
measured at the amount the Group ultimately
short-term advances received from customers,
expects it will have to return to the customer.
that is, the promised amount of consideration
The Group updates its estimates of refund
is not adjusted for the effects of a significant
liabilities (and the corresponding change in the
financing component if the period between the
transaction price) at the end of each reporting
transfer of the promised good or service and the
period. Refer to above accounting policy on
payment is one year or less.
variable consideration.
Variable Consideration
Income from promotional services
Rights of return, volume discounts, or any other
The Group derives income from participating
form of variable consideration is estimated using
in promotional schemes issued by a service
either the sum of probability weighted amounts
provider from time to time. Revenue is
in a range of possible consideration amounts
recognised when all the conditions of
(expected value), or the single most likely
promotional schemes are completed by the
amount in a range of possible consideration
Group and it is disclosed on a gross basis if it is
amounts (most likely amount), depending on
received for a distinct service rendered to the
which method better predicts the amount
service provider. Further, the Group collects
of consideration realizable. Transaction price
Goods and Services tax (GST) on behalf of
includes variable consideration only to the
the government and, therefore, these are not
extent it is probable that a significant reversal
economic benefits flowing to the Group.
of revenues recognized will not occur when
the uncertainty associated with the variable Service income
consideration is resolved. Our estimates of
Revenue from services rendered is recognised
variable consideration and determination of
when services are rendered as per the terms of
whether to include estimated amounts in the
contract agreed with the customer.
transaction price may involve judgment and
are based largely on an assessment of our Interest income
anticipated performance and all information
Interest income is recorded on accrual basis
that is reasonably available to us.
using the effective interest rate (EIR) method.
Assets and liabilities arising from rights of
Dividend income
return:
Dividend income is recognised at the time when
Right of return assets
right to receive the payment is established,
Right of return asset represents the Group’s which is generally when the shareholders
right to recover the goods expected to be approve the dividend.
returned by customers. The asset is measured
expenses and disclosed under Capital Work- with indefinite useful lives that are acquired
in-Progress. Depreciation on property, plant separately are carried at cost less accumulated
and equipment is provided on the straight-line impairment losses.
method, computed on the basis of useful lives
prescribed in Schedule II to the Companies The cost of acquired software is amortised over
Act, 2013. a period in the range of 3-5 years from the date
of acquisition.
Useful life as per
Particulars
Schedule II of the Act Internally- generated Intangible Assets
Plant and machinery 4 to 15 years Expenditure on research activities is recognised
Plant and machinery- 5 to 15 years as an expense in the period in which it is incurred.
moulds
Electric equipment 10 years An internally generated intangible asset arising
Furniture and fixture 10 years from development (or from the development
phase of an internal project) is recognised if, and
Office equipment 5 years
only if, all the following have been demonstrated:
Vehicles 5 to 8 years
- the technical feasibility of completing the
Computers 3 years
intangible asset so that it will be available
The leasehold improvements are depreciated for use or sale;
over the lease period or useful life of the - the intention to complete the intangible
underlying asset whichever is lower. asset and use or sell it;
The residual values, useful lives and method of - the ability to use or sell the intangible asset;
depreciation are reviewed at each financial year - how the intangible asset will generate
end and adjusted prospectively, if appropriate. probable future economic benefits;
After initial measurement, such financial assets hierarchy, described as follows, based on the
are subsequently measured at amortised cost lowest level input that is significant to the fair
using the effective interest rate (EIR) method. value measurement as a whole:
All other debt instruments are measured at Fair • Level 1 — Quoted (unadjusted) market
Value through other comprehensive income prices in active markets for identical assets
or Fair value through profit and loss based or liabilities
on Group’s business model. All investments
• Level 2 — Valuation techniques for which
in mutual funds in scope of Ind AS 109 are
the lowest level input that is significant to
measured at fair value through profit and loss
the fair value measurement is directly or
(FVTPL).
indirectly observable
De-recognition of financial assets •
Level 3 — Valuation techniques for
A financial asset is primarily de-recognised when which the lowest level input that is
the rights to receive cash flows from the asset significant to the fair value measurement
have expired or the Group has transferred its is unobservable
rights to receive cash flows from the asset.
i) Impairment of financial assets
Financial liabilities In accordance with Ind AS 109, the Group
Subsequent measurement applies expected credit loss (ECL) model for
measurement and recognition of impairment
Subsequent to initial recognition, these
loss for financial assets carried at amortised cost.
liabilities are measured at amortised cost using
the effective interest method. These liabilities ECL is the difference between all contractual
include borrowings and deposits. cash flows that are due to the Group in
accordance with the contract and all the cash
De-recognition of financial liabilities
flows that the Group expects to receive. When
A financial liability is de-recognised when the estimating the cash flows, the Group considers:
obligation under the liability is discharged or
cancelled or expires. When an existing financial • All contractual terms of the financial assets
liability is replaced by another from the same (including prepayment and extension)
lender on substantially different terms or the over the expected life of the assets.
terms of an existing liability are substantially
modified, such an exchange or modification • Cash flows from the sale of collateral held
is treated as the de-recognition of the original or other credit enhancements that are
liability and the recognition of a new liability. integral to the contractual terms.
The difference in the respective carrying
Other financial assets
amounts is recognised in the statement of profit
and loss. For recognition of impairment loss on other
financial assets and risk exposure, the Group
Offsetting of financial instruments determines whether there has been a significant
Financial assets and financial liabilities are offset increase in the credit risk since initial recognition
and the net amount is reported in the balance and if credit risk has increased significantly, life
sheet if there is a currently enforceable legal right time impairment loss is provided otherwise
to offset the recognised amounts and there is an provides for 12 month expected credit losses.
intention to settle on a net basis, to realise the
j) Inventories
assets and settle the liabilities simultaneously.
Inventories are valued at the lower of cost
All assets and liabilities for which fair value derived on weighted average basis and the net
is measured or disclosed in the financial realisable value after providing for obsolescence
statements are categorised within the fair value and other losses, where considered necessary.
a. Fair value of the assets transferred. the acquisition date. Any gains or losses arising
from such remeasurement are recognised in
b. Liabilities incurred to the former owners of profit or loss or other comprehensive income,
the acquired business. as appropriate.
c. Equity interest issued by the group and Goodwill is initially measured at cost, being the
excess of the aggregate of the consideration
d.
Fair value of any asset or liability
transferred over the net identifiable assets
r e su l t i n g from a co nt i n g e nt
acquired and liabilities assumed. If the fair
consideration arrangement
value of the net assets acquired is in excess of
Identifiable assets acquired and liabilities and the aggregate consideration transferred, the
contingent liabilities assumed in as business Group re-assesses whether it has correctly
combination are, within limited exceptions, identified all of the assets acquired and all of the
measured at fair value at the acquisition date. liabilities assumed and reviews the procedures
The group recognises any non-controlling used to measure the amounts to be recognised
interest in the acquired entity on an acquisition- at the acquisition date. If the reassessment still
by -acquisition basis either at fair value or at the results in an excess of the fair value of net assets
non-controlling interest proportionate share of acquired over the aggregate consideration
the acquired entity’s net identifiable assets. transferred, then the gain is recognised in profit
or loss.
Acquisition related costs are expensed as
incurred. The excess of the After initial recognition, goodwill is measured
at cost less any accumulated impairment losses.
a. consideration transferred; For the purpose of impairment testing, goodwill
acquired in a business combination is, from
b. amount of any non-controlling interest in
the acquisition date, allocated to each of the
the acquired entity; and
Group’s cash-generating units that are expected
c. acquisition date fair value of any previous to benefit from the combination, irrespective of
equity interest in the acquired entity whether other assets or liabilities of the acquiree
over the fair value of the net identifiable are assigned to those units.
assets acquired is recorded as goodwill.
Where goodwill has been allocated to a cash
If those amounts are less than the fair
generating unit (CGU) and part of the operation
value of business acquired, the difference
within that unit is disposed of, the goodwill
is recognised in other comprehensive
associated with the disposed operation is
income and accumulated equity as capital
included in the carrying amount of the operation
reserve provided there is clear evidence
when determining the gain or loss on disposal.
of the underlying reasons for classifying
Goodwill disposed in these circumstances is
the business combination as a bargain
measured based on the relative values of the
purchase is recognised directly in equity
disposed operation and the portion of the cash-
as capital reserve.
generating unit retained.
Contingent consideration is classified either
u)
Significant management judgment in
as equity or a financial liability. Amounts
applying accounting policies and estimation
classified as a financial liability are subsequently
uncertainty
remeasured to fair value with changes
in fair value recognised in profit or loss. Estimates and underlying assumptions are
If the business combination is achieved in reviewed on an ongoing basis. Revisions to
stages, the acquisition date carrying value of accounting estimates are recognized in the
the acquirer’s previously held equity interest period in which the estimates are revised and
in the acquiree is remeasured to fair value at in any future periods affected. In particular,
information about significant areas of (iii) Ind AS 37 Provisions, Contingent Liabilities and
estimation uncertainty and critical judgments in Contingent Assets (amendments related to
applying accounting policies that have the most onerous contracts)
significant effect on the amounts recognized
in the financial statements is included in the The amendments were applied to annual period
following notes: beginning 1 April 2022. These amendments
have no material impact on the consolidated
Recognition and estimation of tax expense
financial statements.
including deferred tax – Note 4(k), Note 9
Estimated impairment of financial assets and B. Standards issued but not yet effective
non-financial assets – Note 4(i) and Note 4(g) Ministry of Corporate Affairs (“MCA”) notifies new
Assessment of useful life of property, plant and standards or amendments to the existing standards
equipment – Note 4(e), Note 4A and Note 4B under Companies (Indian Accounting Standards)
Estimation of assets and obligations relating to Rules as issued from time to time. On March 31, 2023,
employee benefits – Note 4(m) and Note 35 MCA amended the Companies (Indian Accounting
Standards) Amendment Rules, 2023, as below:
Valuation of inventories – Note 4(j) and Note 12
Leases – Note 4(p) and Note 37 a) Ind AS 1 - Presentation of Financial Statements -
Fair value measurement – Note 4(h) and Note 58 This amendment requires the entities to disclose
their material accounting policies rather than
Expected credit loss – Note 4(i) and Note 14 and
their significant accounting policies and include
Note 59
corresponding amendments to Ind AS 107 and
Warranty provision - Note 4(n) and Note 21 Ind AS 34. The effective date for adoption of this
Customer refunds – Note 4(c) and Note 25 amendment is annual periods beginning on or
Variable consideration - Note 4(c) and Note 26 after 1 April 2023.
v)
Certain prior year amounts have been b)
Ind AS 8 - Accounting Policies, Changes
reclassified for consistency with the current in Accounting Estimates and Errors - This
year presentation. Such reclassification does amendment has introduced a definition
not have any impact on the current year of ‘accounting estimates’ and included
consolidated financial statements. amendments to Ind AS 8 to help entities
distinguish changes in accounting policies from
w) Recent accounting pronouncements: changes in accounting estimates. The effective
date for adoption of this amendment is annual
A. New and amended accounting standards periods beginning on or after 1 April 2023.
The Ministry of Corporate Affairs (‘MCA’) vide
Notification dated 23 March 2022 had issued c) Ind AS 12 - Income Taxes - This amendment
Companies (Indian Accounting Standards) has narrowed the scope of the initial
Amendment Rules, 2022 which introduced recognition exemption so that it does not
amendments in certain Indian Accounting Standards apply to transactions that give rise to equal and
that are effective from 1 April 2022: offsetting temporary differences. Also there is
corresponding amendment to Ind AS 101. The
(i) Ind AS 109 Financial Instruments (amendment effective date for adoption of this amendment
in Appendix B) is annual periods beginning on or after 1
April 2023.
(ii) Ind AS 16 Property, Plant and Equipment
(amendment related to excess net sales The Group has evaluated the above amendments and
proceeds over cost of testing) the impact thereof is not expected to be material on
these consolidated financial statements.
Disposals/ adjustments - - - - - - - - - - -
Balance as on 31 March 2022 - - - 0.19 0.13 0.35 - - - - 0.67
Addition on account of acquisition - 14.21 2.26 0.79 1.03 5.38 4.43 11.49 0.55 - 40.14
(Refer Note 39)
Depreciation for the year - 1.49 0.19 0.20 0.60 5.46 0.62 3.66 0.17 - 12.39
REPORTS
Disposals/ adjustments - - - - - - - - - - -
STATUTORY
Balance as on 31 March 2023 - 15.70 2.45 1.18 1.76 11.19 5.05 15.15 0.72 - 53.20
Net carrying amount
Balance as on 31 March 2022 0.48 - - - 2.12 3.84 - - - - 6.44
Balance as on 31 March 2023 0.55 1.98 5.30 3.32 3.71 20.90 23.33 73.45 2.71 0.06 135.31
* Pursuant to change in object clause of the Subsidiary Company, RattanIndia Investment Manager Private Limited, land held under inventory relating to erstwhile mining business has
FINANCIAL
been converted into capital asset during the year as per the applicable provisions of the Income Tax Act, 1961
STATEMENTS
(i) The Title deed of the immovable properties are in the name of the Group.
(ii) Current borrowings of Subsidiary Companies, Revolt Intellicorp Private Limited and Cocoblu Retail Limited are secured by first mortgage and exclusive charge on entire existing
191
Significant accounting policies and notes to the consolidated financial statements
for the year ended 31 March 2023
(All amount in H Million, unless otherwise stated)
5 Intangible assets
Brand Product Non
Particulars Database Software Goodwill Total
Valuation Development Compete
Gross carrying amount
Balance as at 1 April 2021 - - - - - - -
Additions - - - - - - -
Balance as at 31 March 2022 - - - - - - -
Addition on account of acquisition - 594.37 35.72 100.41 8.44 1,535.90 2,274.84
(Refer Note 39)
Additions 2.00 - 2.05 - - - 4.05
Balance as at 31 March 2023 2.00 594.37 37.77 100.41 8.44 1,535.90 2,278.89
Accumulated amortisation
Balance as at 1 April 2021 - - - - - - -
Amortisation for the year - - - - - - -
Balance as at 31 March 2022 - - - - - - -
Addition on account of acquisition - - 6.65 35.84 - - 42.49
(Refer Note 39)
Amortisation for the year 0.31 8.59 6.20 7.99 2.40 - 25.49
Balance as at 31 March 2023 0.31 8.59 12.85 43.83 2.40 - 67.98
Net carrying amount
Balance as at 31 March 2022 - - - - - - -
Balance as at 31 March 2023 1.69 585.78 24.92 56.58 6.04 1,535.90 2,210.91
(i) Current borrowings of Revolt Intellicorp Private Limited and Cocoblu Retail Limited are secured by first mortgage and
exclusive charge on entire existing and future intangible assets (refer note 23). Also, refer note 57 for pledge of of intangible
assets.
(ii) There were no borrowing costs that were capitalised during the year ended 31 March 2023 and 31 March 2022.
7 Non-current investments
As at 31 March 2023 As at 31 March 2022
No. of shares Amount No. of shares Amount
Investment in fully paid equity instruments
a) Unquoted, fully paid equity instruments of
associate Company (at cost)
Revolt Intellicorp Private Limited (Face value of H10 - - 623,712 994.18
each) [refer note 39 (b)]
Less: Share of loss - (133.36)
b) Investments in Share Warrant, unquoted (at cost)
Revolt Intellicorp Private Limited - - 5.82
[refer note 39(b) and refer footnote (i)]
c) Quoted, fully paid equity instruments of other
company (at FVTPL)
RattanIndia Power Limited (refer note 42) 1,063,960,011 3,138.68 1,063,960,011 5,692.19
(Face value of H5 each)
d) Investment in Trust
Neo Opportunity Fund Trust [refer footnote (ii)] 0.01 -
3,138.69 6,558.83
Aggregate amount of quoted investments at market value 3,138.68 5,692.19
Aggregate amount of quoted investments at cost 5,319.80 5,319.80
Aggregate amount of quoted investments 3,138.68 5,692.19
Aggregate amount of impairment in the value of - -
investments
(i) A share warrant is a financial instrument which gives holder the right to acquire equity shares.
During the previous year, Revolt Intellicorp Private Limited (‘Revolt’), the then associate Company had issued and allotted
317,328 share warrants to the holding Company.
(ii) During the previous year ended 31 March 2022 the Holding Company had set up a trust where the Holding Company is a
Settlor.
As at As at
9 Deferred tax assets (net) 31 March 2023 31 March 2022
Deferred tax assets/ liabilities (net)
Not rec-
Not rec- Recognised
As at Impact of ognised in Recognised As at
Particulars ognised in other com-
1 April business other com- in profit or 31 March
(2021-22) in profit prehensive
2021 combination prehensive loss 2022
or loss income
income
Tax effect of items constituting
deferred tax assets / (liabilities)
Property, plant and equipment 0.02 1.30 - - - - 1.32
& intangible assets: depreciation
difference
Provisions for employee benefits 0.22 0.53 (0.18) - - - 0.57
and warranties allowable on
payment basis
Lease Liability (net of right of use - (1.84) - - - - (1.84)
asset) including security deposits
Financial assets carried at fair (2.19) 4.84 - - - - 2.65
value
Tax credit (minimum alternative 2.03 - - (2.03) - - -
tax)
Business losses & unabsorbed 25.04 24.49 - - - - 49.53
depreciation
25.12 29.32 (0.18) (2.03) - - 52.23
Deferred tax assets not (23.09) (29.32) 0.18 - - - (52.23)
recognised*
2.03 - - (2.03) - - -
*In the absence of reasonable certainty of availability of surplus taxable profits/ gains, the Holding Company and certain subsidiary
Companies have not recognized/ restricted the recognition of deferred tax asset on unabsorbed depreciation and brought forward
business losses, to the extent of the corresponding deferred tax liability.
12 Inventories (Valued at lower of cost and net realisable value, unless otherwise stated)
As at 31 March 2023 As at 31 March 2022
Land(i) - 0.08
Traded goods(ii) (iv) 10,158.86 383.68
Spares and accessories 20.39 -
Raw material and components(iv) 90.56 -
Finished Goods 446.65 -
Work in Progress 0.12 -
10,716.58 383.76
(i) Pursuant to change in object clause of the Subsidiary Company, land held under inventory relating to erstwhile mining
business has been converted into capital asset during the year as per the applicable provision of The Income Tax Act, 1961
(ii) Cocoblu Retail Limited (a wholly owned Subsidiary Company) operates as a seller on the online ecommerce marketplace
platform. In accordance with the terms of the Services Business Solution Agreement, such online marketplace platform
provides storage services once the receipt of delivery of goods is confirmed and accordingly, the Subsidiary Company’s
inventory is stored in various fulfilment centers run by such online marketplace platform. The management relies on the
inventory records produced by the online marketplace platform’s IT application. The Subsidiary Company is not exposed to
inventory risk due to any damage or loss as the online marketplace platform entity is responsible for making good the loss
(if any) to the inventory in its custody.
Considering the nature of operations, the Subsidiary Company’s management themselves cannot perform physical
verification of inventory but relies upon the confirmation of the inventory held, as obtained from the online marketplace
platform at regular intervals. As per such confirmation, no material discrepancies were noticed during the current year.
(iii) Inventories are hypothecated with the Financial Institution/Bank against borrowing facilities. (refer note 23)
(iv) Value of inventories stated above is after provisions of H878.50 million (31 March 2022: H5.17 million) towards write-downs to
net realisable value and provisions for slow-moving items.
(i) Deposits aggregating H425.00 million (31 March 2022: Nil) are under lien as margin money against loan availed from financial
institutions aggregating to H1,500.00 million (31 March 2022: Nil)
(ii) Deposits aggregating H434.03 million (31 March 2022: Nil) pledged as margin against bank guarantees of H498.48 million (31
March 2022: Nil). [refer not 45 related to ‘Revolt’]
(iii) Deposits aggregating H2.88 million are under lien as margin against corporate credit card facility.
a) Reconciliation of equity shares outstanding at the beginning and at the end of the year
As at 31 March 2023 As at 31 March 2022
No of shares Amount No of shares Amount
Equity shares at the beginning of the year 1,382,269,592 2,764.54 1,382,269,592 2,764.54
Add : Change during the year - - - -
Equity shares at the end of the year 1,382,269,592 2,764.54 1,382,269,592 2,764.54
* (i) 6.88% equity shares of the Holding Company, held by one of the Promoter Company were pledged to secure a loan availed
by other promoter Company to provide working capital to Cocoblu Retail Limited, the wholly owned Subsidiary. Of the
aforesaid equity shares, pledge on 3.07% equity shares has been released on 24 May 2023.
(ii) 4.64% equity shares of the Holding Company, held by one of the Promoter Company were pledged to avail/ fulfil the
additional margin requirement for working capital facility and to secure invoice discounting facility by Cocoblu Retail
Limited, the wholly owned Subsidiary.
The above information has been furnished as per the shareholders’ register as at the year end.
e) No bonus shares or shares were issued for consideration other than cash or no shares have been bought back over
the last five years immediately preceeding the reporting date.
19 Other equity
As at 31 March 2023 As at 31 March 2022
Capital reserve 3,792.88 3,792.83
Treasury shares [refer note 56(ii)] (48.99) -
Securities premium 329.63 329.63
Employee stock option outstanding - 0.03
Foreign currency translation reserve (0.18) -
Retained earnings (2,667.20) 100.95
1,406.14 4,223.44
Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.
Employee’s stock options reserve
The reserve account is used to recognise the grant date value of options issued to employees under Employee stock
option plan.
Retained earnings
Retained earnings are created from the profit of the Group, as adjusted for distribution to owners, transfer to other
reserve, remeasurement of defined benefit plan, etc.
Treasury shares
This reserve represents own equity shares held by RattanIndia Enterprises Employee Welfare Trust.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income
as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount shall
be reclassified to profit or loss when the net investment will be disposed-off.
20 Lease liabilities
Non-current Current
As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Lease liability (refer note 37) 303.06 345.02 51.80 43.31
303.06 345.02 51.80 43.31
21 Provisions
Non-current Current
As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Provision for employee benefits (refer note 35)
Provision for compensated absences 13.28 0.76 1.23 0.03
Provision for gratuity 17.66 0.84 0.91 0.59
Provision for bonus - - 0.07 -
Provision for warranty (i) 51.72 - 33.23 -
82.66 1.60 35.44 0.62
The provision for warranty claims represents the present value of estimate of the future economic outflows that will be
required under the Subsidiary Company, Revolt’s obligations for warranties. The estimate is made on the basis of historical
experience and/or technical assessment and may vary as a result of new materials or other events affecting product quality.
22 Other liabilities
Non-current Current
As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Deferred income (refer note 26) 33.89 - 24.66 -
Statutory dues - - 69.03 8.20
Advance from customers (refer note 26) - - 133.57 -
Other payables - - 18.27 1.00
33.89 - 245.53 9.20
23 Borrowings (Unsecured)
Current
As at 31 March 2023 As at 31 March 2022
Secured
Working capital loan from bank A(i) 840.00 -
Invoice financing facility A(ii) 1,581.41 -
Cash credit and other facilities A(iii) 190.31 -
Loan from related party (Unsecured)
Inter corporates deposit A(iv) 6,758.80 1,200.86
9,370.52 1,200.86
(iv) a) Terms of interest rate have been amended with effective from 1 April 2022 , Inter corporate deposits
(ICD) carry effective rate of interest at 6.50% per annum over the tenure of loan 4 to 5 years but are
repayable on demand.
b) During the year, Subsidiary Company, Cocoblu Retail Limited received inter corporate deposits
amounting to H1,900 million from related party at an interest rate of 13% p.a. and are repayable on
demand.[refer note 34 (B)]
B. Above loans carry certain financial covenants and the Subsidiary Companies have satisfied all covenants as per
the terms of respective banks/financial institutions.
C. Reconciliation of statements submitted to banks during the year:
Cocoblu Retail Limited
Amount
Amount as
Name of Reported in the Reason for material
Quarter Particular per Books Variance
the Bank quarterly Return discrepancies
of Account
/ Statement
Quarter ended 31 RBL Bank Inventory 11,821.89 11,824.10 (2.21) The Subsidiary Company
December 2022 Trade 715.27 715.27 - submitted the returns to the
Receivable banks based on provisional
books of accounts within
Quarter ended 31 RBL Bank Inventory 10,731.09 10,735.20 (4.11) the due date resulting in
March 2023* Trade 424.81 804.70 (379.89) variances vis-à-vis books of
Receivable accounts finalised by the
management subsequently.
*For quarter ended 31 March 2023, the Subsidiary Company is in process of submitting revised statement with bank post
balance sheet date.
24 Trade Payables
As at 31 March 2023 As at 31 March 2022
Total outstanding dues of micro enterprises and small enterprises (refer note 50) 963.30 -
Total outstanding dues of creditors other than micro enterprises and small 5,728.75 479.11
enterprises
6,692.05 479.11
Disaggregation of revenue
Set out below is the disaggregation of the Group’s revenue from contracts with customers:
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Based on nature of goods/services
(a) Sale of Products
Sale of goods through ecommerce marketplace platform 40,014.33 107.48
Sale of bikes/drones 487.84 -
Sale of traded goods/ spare parts 23.13 -
Sale- others 2.25 -
(b) Sale of Services 67.91 31.78
(c) Other operating revenue 642.44 0.67
41,237.90 139.93
The Group’s contracts with customers for the sale of goods through ecommerce marketplace platform generally include one
performance obligation. The Group has concluded that revenue from sale of goods should be recognised at the point in time
when goods are dispatched to the customer as per agreed terms. In case of sale of other goods (bikes, drones) and services, the
Group’s primary obligation under contract with customers is satisfied as the goods are delivered/ control is transferred to the
customers and services are rendered.
Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract liability is
the group’s obligation to transfer goods or services to a customer for which the group has received consideration from the
customer in advance. Contract assets are transferred to receivables when the rights become unconditional and contract liabilities
are recognized as and when the performance obligation is satisfied.
27 Other income
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Interest on
Bank deposits at amortised cost 30.30 1.39
Income tax refund 0.04 0.09
Security deposits 1.56 0.31
31.90 1.79
Other income
Capital gain on mutual fund and investment - realised 99.69 92.56
Gain on derecognition of equity method for associate [refer note 42(i)] - 5,319.80
Profit from fair value of investment/mutual fund - unrealised (at FVTPL) 0.01 375.65
Foreign exchange fluctuation gain (net) 1.19 -
Miscellaneous income 11.42 0.15
112.31 5,788.16
144.21 5,789.95
29 Change in inventory
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Work in progress
Inventories at the end of the year (0.12) -
Inventories at the beginning of the year - -
Acquisition through business combination [refer note 39] 0.12 -
Net decrease/ (increase) - -
31 Finance costs
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Interest on
Inter corporate deposits 317.43 13.84
Working capital loan from bank 22.99 -
Invoice financing facility 90.41 -
Lease liability 22.99 4.38
Term loans and bills of exchanges 4.68 -
Interest on MSME dues 10.18 -
Loan prepayment charges 0.26 -
Others 0.24 -
Other income
Processing fees 17.76 -
Bank guarantee charges 3.83 -
Other finance charges 1.81 -
492.58 18.22
33 Other expense
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Platform selling fees (net) 4,816.86 17.23
Loss on equity shares investment measured at FVTPL(unrealised) [refer 2,553.50 -
note 42(ii)]
Advertisement & business promotion 274.31 5.46
Rent (refer note 37) 7.73 0.84
Rates and taxes 10.31 7.44
Technical support expenses 52.29 1.76
Electricity expenses 0.41 0.04
Freight 12.27 -
Insurance expenses 2.60 -
Legal and professional charges* 284.12 29.14
Loss on revaluation of previously held interest in associate [refer note 137.13 -
39(b)(ii)]
Loss on disposal of tangible assets (net) 0.01 0.02
Loss on foreign currency transaction and translation (net) 0.46 0.11
Repair and maintenance:
b) Enterprises over which KMPs of Step down Subsidiary have significant influence-
(with whom transactions have been entered during the year/ previous year):
Pinkin Consultancy Private Limited
Name Designation
Vaibhav Poonia Director of Revolt (w.e.f. 9 February 2023)
Sandeep Kumar Director of Revolt (w.e.f. 14 January 2023)
Rahul Mutreja Company Secretary of Revolt (w.e.f. 9 February 2023)
Manoj Kumar Director of Neotec (w.e.f. 25 June 2022)
Amitav Panigrahi Chief Executive Officer of Neotec (from 16 February 2022 to 02 September 2022)
Ankur Mitra Director of RIMPL (w.e.f. 1 December 2021)
Sarath Chandra Gudlavalleti Director of TAS (w.e.f. 26 May 2022)
Director of Neosky (w.e.f. 26 May 2022)
CEO of the Neosky (w.e.f. 26 May 2022)
Nagendran Kandasamy Director of TAS
Girish GM Reddy CFO of TAS (w.e.f. 26 May 2022)
Nischitha Madhu Relative of Director TAS
Ajay Kumar Director of NIBL (w.e.f. 6 July 2022)
Director of Neobrands
Peeyush Kumar CEO of Neosky ( w.e.f. 16 February 2022 upto 25 May 2022)
1. Subsequent to the year ended 31 March 2023, Mr. Amit Jain ceased to be Chief Financial Officer with effect from
closure of business hours on 19 May 2023, in place of whom the Holding Company has appointed Mr. Vinu Balwant
Saini as Chief Financial Officer with effect from 20 May 2023.
212
for the year ended 31 March 2023
(All amount in H Million, unless otherwise stated)
B. Statement of material transactions:
Name Year
Inter -corporate
deposit taken
Inter -corporate
deposit repaid/
adjustment
Interest expenses
on Inter -corporate
deposit
Rendering of services
(Lease income)/ Lease
and other expenses
Security deposit
Reimbursement of
expenses
Equity Purchase
Corpus fund in Trust
Corporate Guarantee
Received
Earnest Money
Deposit
Margin Money Given
Loan taken from entity
related to KMPs of
step down Subsidiary
Interest in Trust
35 Employee benefits
Defined contribution:
Contributions are made to the Government Provident Fund and Family Pension Fund which cover all regular employees
eligible under applicable Acts. Both the eligible employees and the Group make pre-determined contributions to the
Provident Fund. The contributions are normally based upon a proportion of the employee’s salary. The Group has
recognized in the Statement of Profit and Loss an amount of H10.75 million (31 March 2022: H0.39 million) towards
employer’s contribution towards provident fund.
Defined benefits:
Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered at least 5 years
of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement/exit.
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity
Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period. Gratuity
payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity Act, 1972
except the Group does not have any limit on gratuity amount.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of Gratuity and the
amounts recognised in the financial statements for the year ended 31 March 2023:
Gratuity (Unfunded)
Particulars
31 March 2023 31 March 2022
Liability recognised in the balance sheet:
Present value of obligation as at the beginning of the year 1.43 0.76
Addition due to acquisition of business 11.04 -
Current service cost 8.75 0.50
Past service cost - 0.63
Interest cost 0.70 0.10
Benefits paid (0.25) (1.60)
Actuarial losses (3.10) 1.04
Present value of obligation at the end of the year 18.57 1.43
Expenses during the year
Current service cost 8.75 0.50
Past service cost - 0.21
Interest cost 0.70 0.10
Actuarial losses - -
Component of defined benefit cost charged to statement of profit and loss 9.45 0.81
Remeasurement of post-employment benefit obligations:
Actuarial losses (3.10) 1.04
Component of defined benefit cost recognized in other comprehensive income (3.10) 1.04
Gratuity (Unfunded)
Particulars
31 March 2023 31 March 2022
Actuarial (gains)/ losses on obligation
Actuarial (gain)/ loss arising from change in demographic assumptions (0.01) -
Actuarial (gain)/ loss arising from change in financial assumptions 1.20 (0.05)
Actuarial (gain)/ loss arising from change in experience adjustments (4.29) 1.09
The actuarial valuation in respect of commitments and expenses relating to unfunded gratuity and compensated absences are based
on the following assumptions which if changed, would affect the commitment’s size, funding requirements and expenses;
The employer’s best estimate of contributions expected to be paid during the annual period beginning after the balance
sheet date, towards gratuity is H18.71 million (31 March 2022 : H1.12 million).
a. The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined
benefit obligation as a result of reasonable changes in an assumptions occurring at the end of the reporting period
while holding all other assumption constraint. In practice it is unlikely to occur and change in some of the assumption
may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions the same method (present value of the defined benefit obligation calculated with the projected unit
credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the balance sheet.
b. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
c. Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
d. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before
retirement & life expectancy are not applicable being a lump sum benefit on retirement.
Note:
*Treasury shares have been excluded while computing basic and diluted earnings per share [also refer note 56(ii)].
37 Leases disclosure:
The Group has entered into sublicence Agreement for the use of licensed premises for carrying business which has
been considered as finance lease as per Ind AS 116.
a) The table below describes the nature of the Group’s leasing activities by type of right-of-use asset recognised on
balance sheet:
No of leases
No of No of No of
No of right- Range of Average with variable
Right of use leases with leases with leases with
of use assets remaining remaining payments
assets extension purchase termination
leased term lease term linked to an
options options options
index
Office Premises 3 22 months- 46 months 1 - - 3
94 months
e) The Group had total cash outflows for leases of H66.21 million during 31 March 2023 (31 March 2022: H13.41 million).
The following are the amounts recognised in profit or loss:
Particulars 31 March 2023 31 March 2022
Depreciation expense of right-of-use assets 60.94 12.48
Interest expense on lease liabilities 22.99 4.38
Expense relating to short-term leases (included in other expenses) 7.73 0.84
Total 91.66 17.70
f) Operating Lease
The Subsidiary Company has taken on lease certain assets under operating lease arrangements. The contractual
future minimum lease payment obligation in respect of these leases are as under:
Office premises
Particulars 31 March 2023 31 March 2022
Minimum lease obligations:
- Within one year 0.35 -
- Later than one year but not later than five years 0.01 -
- Later than five years - -
Total 0.36 -
At 31 March 2023, the Group had not committed to leases which had not commenced.
The Group has elected not to recognise a lease liability for short term leases (leases of expected term of 12 months
or less) or for leases of low value assets, Payments made under such leases are expensed on a straight-line basis. In
addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed
as incurred.
38 The Holding Company has not declared or paid any dividend during the year ended 31 March 2023 and 31 March 2022.
39 a) NeoSky India Limited, a wholly- owned Subsidiary of the Holding Company, acquired 60% equity stake in
Throttle Aerospace Systems Private Limited (‘TAS’) on 24 May 2022 for a cash consideration of H200 million. The
entire purchase consideration has been settled by way of cash.
TAS is a drone hardware & software maker based out of Bangalore, India and leads in enterprise, defence and
delivery drones.
The Group has undertaken Purchase Price Allocation (PPA), based on management’s estimates and fair valuation,
as per Ind AS 103- Business Combinations and has recognized the Group’s share in the carrying value of assets
and liabilities, including identifiable intangible assets (refer details below), of the acquired Company and Non-
Controlling interest.
The assets and liabilities recognized as a result of PPA based on management’s estimates and fair valuation are
as follows:
Particulars Amount (D million)
Intangible assets
Brand Valuation 30.25
Softwares 19.96
Non - compete 8.44
Cash and bank balances 120.00
Other Net assets / (liabilities) 47.63
Deferred tax liability (16.51)
Non-controlling interest (89.81)
Goodwill 80.04
Total Purchase consideration 200.00
The excess of the purchase consideration paid over the fair value of net assets acquired has been attributed
to goodwill and same shall not be amortized. The primary items that generated this goodwill comprise of the
value of the estimated synergies and Group’s foray into drone business, neither of which qualify as an intangible
asset. Goodwill is not tax-deductible.
From the date of acquisition, TAS has contributed revenue of H44.43 million and loss after tax of H38.35 million
to the group. If the business combination had taken place at the beginning of the year, revenue would have
been H44.50 million and loss after tax would have been H44.20 million.
b(i) During the previous year ended 31 March 2022, the Company had acquired 623,712 equity shares constituting
33.84 % of the paid-up share capital of Revolt Intellicorp Private Limited (Revolt) and paid application money for
subscription to 317,328 share warrants for an aggregate amount of H1,000 million. Pursuant to the investment
made, ‘Revolt’ had become an associate of the Company.
b(ii) During the current year, the Holding Company entered into an agreement with Revolt and its promoters to
acquire balance 66.16% of equity share capital of Revolt, for a cash consideration of H770 million. The entire
purchase consideration has been settled by way of cash. The Holding Company fulfilled the prescribed
conditions under the agreement and consequently, Revolt became a wholly owned Subsidiary Company
effective 13 January 2023.
On Revolt becoming Subsidiary, the Group has undertaken Provisional Purchase Price Allocation (PPA) based on
management’s estimates and fair valuation of assets and liabilities, as per Ind AS 103. Consequently, the Group
has recognized intangibles (refer details below) and fair value impact of H137.13 million under the head “other
expenses’ on revaluing its previously held interest in Revolt as at the date of acquisition, as part of accounting
for such business combination in these consolidated financial statements.
The assets and liabilities recognized as a result of PPA based on management’s estimates and fair valuation are
as follows:
The excess of the purchase consideration paid over the fair value of net assets acquired has been attributed to
goodwill and same shall not be amortized. The primary items that generated this goodwill represents the value
of the estimated synergies and Group’s focus for deeper penetration into electric vehicles business neither of
which qualify as an intangible asset. Goodwill is not tax-deductible.
From the date of acquisition, Revolt has contributed revenue of H483.02 million and loss after tax of H108.41
million to the group. If the business combination had taken place at the beginning of the year, revenue would
have been higher by H1,943.75 million and loss after tax would have been higher by H374.93 million (excluding
the impact of share of loss in associate)
Initial recognition and measurement of the assets and liabilities as on acquisition date has been determined
on the basis of available facts and information, such provisional amounts are subject to change within the
measurement period as provided under Ind AS 103.
^In accordance with paragraph 23 of Ind AS 103, as assessed by the Group management
c) The Holding Company has acquired 100% stake of Neobrands Limited for H0.1 million, consequent to which it
has become a wholly owned Subsidiary of the Holding Company effective 10 November 2022.
d) The Holding Company has invested an amount of 1 million AED (equivalent H22.5 million), in wholly owned
foreign Subsidiary, Neorise Technologies- FZCO formed under Dubai Silicon Oasis Authority and registered in
Free Zone.
e) The Holding Company has acquired 100% stake of RattanIndia India Investment Manager Private Limited, for
consideration of D .03 million consequent to which it has become a wholly owned Subsidiary of the Holding
Company. The excess of the fair value of net assets acquired over purchase consideration paid has been
attributed to capital reserve.
40 a) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or
any other sources or kind of funds) by the Holding Company to or in any person(s) or entity(ies), including
foreign entities (‘the 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 Holding Company (‘the Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf the Ultimate Beneficiaries.
b) Other than as disclosed below, no funds have been received by the Holding Company from any person(s) or
entity(ies), including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing
or otherwise, that the Holding 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.
During the year, the Holding Company has received fund as inter corporate deposit (ICD) from one of the related
party Priapus Developers Private Limited (PDPL). Further, same was given in form of inter corporate deposit (ICD)
for business operations and investment in equity shares of below Subsidiary companies (100% Subsidiaries of
the Company).
The Holding Company was required to lend and invest in above Subsidiary companies (100% Subsidiaries of the
Company) as per their respective business requirement for furtherance of Company’s interest. One of the related
party PDPL supported the Company by providing ICD for the same.
41 During the year ended 31 March 2023, Neotec Insurance Brokers Limited (“Neotec”), a wholly owned Subsidiary has
received Certificate of Registration to act as Direct Insurance Broker (Life & General) from IRDAI.
42 (i) During the previous year ended 31 March 2022, REL had sold 121,039,989 equity shares of RattanIndia Power
Limited (RPL), resulting in decrease in shareholding from 22.07 % to 19.81%, accordingly, RPL had ceased to be
associate of REL. Consequently, Holding Company had discontinued the use of equity method for investment
in RPL and corresponding losses of H5,319.80 million were reversed in the consolidated financial statements of
the Group. Further Holding Company had recognised a realised gain of H88.77 million and unrealised gain of
H372.39 million on classification of investment in RPL, as financial asset.
(ii) During the year ended 31 March 2023, in accordance with Ind AS-109, the Holding Company has recognised
unrealised loss of H2,553.50 million, forming part of ‘Other Expenses’, on investment in equity shares of
RattanIndia Power Limited, on account of movement in market/ quoted price.
(iii) Out of total holding, 1,040,506,638 (31 March 2022: 1,040,506,638), equity shares of RPL are pledged in favour
of the lenders of RPL.
43 The Holding Company’s Board of Directors at their meeting held on 10 May 2023, had approved raising of fund
through issue of securities, by way of Qualified Institutions Placement (“QIP”) or any other permissible mode in
compliance with applicable laws, subject to shareholders and other applicable regulatory approvals, for an amount
upto H10,000 million or its equivalent in any other currencies.
The Holding Company’s Board of Directors at their meeting held on 18 May 2023, agreed to enter into a Business
Transfer Agreement with RattanIndia Technologies Private Limited, a related entity, to purchase business activities
pertaining to its Technology Business, as a going concern, on slump sale basis, for a lump sum consideration of H1
million, without values being assigned to individual assets and liabilities. The objective of such acquisition is to enable
the Holding Company to develop new capabilities, create valuable knowledge-based resources and improve strategic
flexibility to reduce cost and development time.
b) The Holding Company has executed a Deed of Guarantee dated 31 December 2019 as a Sponsor of RattanIndia
Power Limited (RPL) in favour of Vistra ITCL (India) Limited (Security Trustee). As per the terms of Deed of
Guarantee REL (Sponsor) has guaranteed the Backstopped Liabilities; liabilities of the borrower and claims made
by the existing lenders against the borrower in relation to the existing lenders Redeemable preference shares,
including but not limited to the payment of any dividend or the redemption of the existing lenders redeemable
preference shares.
(ii) Claims by customers (alongwith interest) in the normal course of business may be payable as and when the
outcome of the related matters are finally determined. Management based on the legal inputs and historic
trends, believes that no material liability will devolve on the Subsidiary Company, ‘Revolt’ in respect of
such matters.
(iii) Others
Bank guarantees provided to suppliers aggregating to H98.48 million which are secured by pledge on its fixed
deposits of H33.31 million as margin for issuance of such bank guarantees by Subsidiary Company, ‘Revolt’.
47 A sum of H1,528.74 million (31 March 2022: H69.60 million) has been presented as ‘balances with statutory authorities’
under ‘Other non-current assets’ and ‘Other current assets’, as at 31 March 2023, that the management is confident of
recovery through utilisation against the future sales and service orders, based on management approved projections
and refund claims filed/ in the process of being filed, in accordance with applicable GST regulations.
48 A sum of H535.60 million (net of provision of H166.85 million) has been presented as ‘Government Incentives
recoverable [Faster Adoption and Manufacturing of Hybrid and Electric Vehicles - Phase II (FAME-II)] scheme’- H500.56
million and State Incentive – MAH- H35.05 million under ‘Other financial assets’ as at 31 March 2023, and represents
Subsidiary Company’s entitlement under the said schemes in relation to electric bikes sold upto 31 March 2023, for
which the Subsidiary Company’s management has already completed the procedural formalities.
Subsequent to the balance sheet date, IFCI Limited, the project manager for FAME II scheme, on behalf of The Ministry
of Heavy Industries (MHI), in its show cause notice dated 3 April 2023 (‘SCN) has proposed to challenge Subsidiary
Company’s eligibility under the FAME II scheme, alleging non- compliance of prescribed criteria and the Phased
Manufacturing Programme (PMP) Guidelines. The management is currently in the process of responding to the queries
raised in the SCN. The Subsidiary Company’s management basis continuous assessment and inputs is confident that it
has complied with all the prescribed conditions under the FAME II scheme, including the achievement of localisation,
that has also been certified by Automotive Research Association of India (‘ARAI’). The management is currently
following up with MHI for processing and disbursement of the pending claims and believes that the aforesaid claims
are fully recoverable, and that no further adjustment is required in these consolidated financial statements.
49 In respect of amounts as mentioned under Section 125 of the Act, there is no amount required to be transferred to
the Investor Education and Protection Fund as at 31 March 2023 and as at 31 March 2022.
50 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006:
Particulars As at 31 March 2023 As at 31 March 2022
(i) Principal amount remaining unpaid to any supplier as at the end of 952.76 Nil
the accounting year;
(ii) Interest due thereon remaining unpaid to any supplier as at the end 10.54 Nil
of the accounting year;
(iii) The amount of interest paid by the buyer in terms of section 16 of the Nil Nil
Micro, Small and Medium Enterprises Development Act, 2006, along
with the amount of the payment made to the supplier beyond the
appointed day;
(iv) The amount of interest due and payable for the period of delay in Nil Nil
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under
the Micro, Small and Medium Enterprises Development Act, 2006;
(v) The amount of interest accrued and remaining unpaid at the end of 10.53 Nil
the accounting year;
(vi) The amount of further interest remaining due and payable even in 10.18 Nil
the succeeding years, until such date when interest dues above are
actually paid to the small enterprise, for the purpose of disallowance
of a deductible expenditure under section 23 of Micro, Small and
Medium Enterprises Development Act, 2006.
The above information and that given in Note 24 - ‘Trade Payable’ regarding Micro, Small and Medium Enterprises has
been determined to the extent such parties have been identified on the basis of information available with the Group.
51 The Group has not entered into any derivative instruments during the year. The Group does not have any foreign
currency exposures towards receivables, payables or any other derivative instrument as at 31 March 2023 and 31
March 2022.
52 The disclosure as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
related to loans and advances in the nature of loans given to subsidiaries, associates and others and investments in
shares of the Group by such parties is covered in the related party disclosures (refer note 34).
53 The Group is covered under Section 135 of the Act and accordingly has constituted a Corporate Social Responsibility
Committee of the Board. However, as the Group did not have average net profits based on the immediately preceding
three financial years, the Group is not required to spend amounts towards Corporate Social Responsibility in terms
of the Act.
54 The Group considers its investment in associates as strategic and long term in nature and accordingly, in the view of
the Management, there is no impairment loss that needs to be recorded for such investments.
The major components of income tax expense and the reconciliation of expected tax expense and the reported tax expense in
profit of loss are as follows:
For the year ended For the year ended
Particulars
31 March 2023 31 March 2022
Profit / (loss) before tax (2,733.45) 5,540.67
Domestic tax rate 25.17% 25.17%
Expected tax expense (687.95) 1,394.48
Difference in depreciation charged as per Income Tax Act, 1961 vis-a-vis 0.05 1.30
depreciation as per books of accounts
Employee benefits 4.22 0.35
Provision for doubtful debts, advances and contingencies 4.31 -
Other items disallowed/ (allowed) under Income Tax Act, 1961 73.14 (1,307.34)
Fair value adjustments on financial assets carried at fair value 50.66 4.84
Lease Liability (net of right of use asset) including security deposits 4.79 (1.84)
Impact of business combination (37.54) -
Adjustment for tax rate on gain/ (loss) related to fair valuation / sale of 642.67 (116.28)
investment
Reversal of MAT credit under new tax regime - 2.03
Deferred tax not recognised on current year losses and unabsorbed 73.20 24.49
depreciation
Income Tax expense 127.55 2.03
(ii) Stock Option Schemes of RattanIndia Enterprises Limited (“REL ESOP 2022”):
RattanIndia Enterprises Limited Employee Stock Option Plan 2022 (“REL ESOP 2022) has been formulated by
the Board of Directors pursuant to the authority vested by the shareholders through the resolution passed
through postal ballot, the result whereof was declared on 3 August 2022, that such plan shall be administered
through REL Employee Welfare Trust (hereinafter “Trust”). The Trust shall make secondary market acquisition
for the purpose of the Scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. The pool options proposed to be offered under the Scheme shall be up to a maximum of 5%
of the paid-up capital of the Company.
During the year ended 31 March 2023, the Trust has acquired 1,381,988 equity shares (including 226,859 shares
settled subsequently) of the Holding Company from the open market at an average price of H35.77 per share
against the loan given by the Holding Company amounting to H50 million to the ESOP Trust which is repayable
on demand. As of 31 March 2023, the Trust holds 1,381,988 equity shares (Face value of H2 each) of the Holding
Company. The financial statements of the Trust have been included in the consolidated financial statements of
the Group in accordance with the requirements of Ind AS and cost of such treasury shares has been presented
as a deduction in “Other Equity”. Such number of equity shares (held by the Trust) have been excluded while
computing basic and diluted earnings per share.
58 Financial instruments
i) Fair values hierarchy
Financial assets and financial liabilities are measured at fair value in the statement of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of
significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data rely as little as possible on entity
specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
There are no liabilities measured at fair value as at 31 March 2023 and 31 March 2022.
ii) Fair value of financial assets and liabilities measured at amortised cost.
The management assessed that cash and cash equivalents, trade receivables, trade payables, other current
financial assets and other current financial liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments. Where such items are non-current in nature, the same has been
classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity
instruments where most recent information to measure fair value is insufficient, or if there is a wide range of
possible fair value measurements, cost has been considered as best estimate of fair value. [refer note 59(i)]
The Group’s risk management is carried out by a central finance department (of the Group) under direction of
the Board of Directors. The Board of Directors provides principles for overall risk management, and covering
specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
Credit risk
Credit risk is the risk that a counter party fails to discharge an obligation to the Group Credit risk arises from
investments, cash and cash equivalents and loans. The Group’s maximum exposure to credit risk is limited to
the carrying amount of financial assets recognised at 31 March 2023 and 31 March 2022, as summarised below:
The Group’s management considers that all of the above financial assets are not impaired and/ or past due for
each of the above assets reporting dates under review are of good credit quality.
(i) The Group’s management considers assets other than trade receivables, which are 30 days past due
and analyses facts and circumstances surrounding each such defaults separately. If the facts indicate a
probability of loss of value, the asset’s then expected cash flows are plotted in an present value based
impairment model to determine the amount of impairment loss.
(ii) The credit risk for cash and cash equivalents and other bank balances is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
(iii) Other financial assets include incentive receivables, GST refund receivables and other receivables
including security deposits. Credit risk related to incentives is managed by continuous monitoring of
changes in regulatory environment including changes in regulations and government policies under
which such incentives are receivable and making necessary adjustments in the financial statements in
case the management assesses that credit risk has increased significantly. For other financial assets, the
management monitors the recoverability of such assets on continuous basis and makes adjustments
wherever deemed necessary.
The Holding Company’s management considers that all of the above financial assets that are not impaired and/
or past due for each of the above assets reporting dates under review are of good credit quality.
As at 31 March 2022:
Estimated gross carrying Expected Carrying amount
Particulars
amount at default credit loss (net of provision)
Trade receivables 18.30 - 18.30
Cash and cash equivalents 18.07 - 18.07
Other bank balances 1.22 - 1.22
Other financial assets 56.53 - 56.53
The movement in the allowance for expected credit loss in respect of trade receivables and other
financial assets is as follows:
As at As at
Particulars
31 March 2023 31 March 2022
Balance at the beginning of the year - -
Additions 19.81 -
Addition on account of acquisition (Refer Note 39) 166.85 -
Balance at the end of the year 186.66 -
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when
due. Due to the nature of the business, the Group maintains flexibility in funding by maintaining availability
under committed facilities.
Management monitors rolling forecasts of the group’s liquidity position and cash and cash equivalents
on the basis of expected cash flows. The Group takes into account the liquidity of the market in which the
entity operates.
Market Risk
(a) Foreign currency risk
The Group is exposed to foreign exchange risk arising from foreign currency transaction, primarily with
respect to amount payable in US dollar Foreign exchange risk arising from recognised assets and liabilities
denominated in a currency that is not the Group’s functional currency.
Sensitivity
The sensitivity of profit or loss and equity to change in the exchange rates arises mainly from foreign
currency denominated financial instruments and the sensitivity risk at the end of the reporting years are
as under:-
Particulars 31 March 2023 31 March 2022
Interest rates – increase by 100 basis points (31 March 2022: 0.21 -
100 basis points)
Interest rates – decrease by 100 basis points (31 March 2022: (0.21) -
100 basis points)
Sensitivity
Below is the sensitivity of profit or loss and equity due to changes in interest rates, assuming no change
in other variables:
Particulars 31 March 2023 31 March 2022
Interest rates – increase by 100 basis points (31 March 2022: 103.03 -
100 basis points)
Interest rates – decrease by 100 basis points (31 March 2022: (103.03) -
100 basis points)
Price risk
Exposure
The Group is exposed to price risk in respect of its investment in mutual funds (unquoted) and quoted
equity shares (refer note 7(c) & 13).
Sensitivity
Below is the sensitivity of profit or loss and equity changes in fair value of investments, assuming no change
in other variables:
60 Capital management
The Group’s capital management objectives are
- to ensure the Group’s ability to continue as a going concern
- to provide an adequate return to shareholders
The Group’s monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented
on the face of balance sheet.
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure
while avoiding excessive leverage. This takes into account the subordination levels of the Group’s various classes
of debt. The Group manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares,
or sell assets to reduce debt.
The amounts managed as capital by the Group for the reporting periods under review are summarised as follows:
61 During the year ended 31 March 2023, the Subsidiary Company in the normal course of business had received
certain queries from Goods and Service tax department, in relation to reconciliation of output tax liability, pattern
of input tax credit availment etc., for which management has already submitted its responses. No subsequent
communication/ demand has been received by the Subsidiary Company, requiring any adjustment in these
consolidated financial statements.
62 Subsidiary Company, ‘Revolt’ has estimated amount of contract remaining to be executed on capital and other
commitments not provided for (net of advances) is H2443.31 million. Apart from above mentioned amount, certain
purchase orders issued to suppliers are for open quantities.
63 Financial Ratios:
Following are analytical ratios for the year ended 31 March 2023 and 31 March 2022
31 March 31 March
Particulars Numerator/ Denominator Variance Reason for Variance
2023 2022
Current ratio Current assets/ Current 0.90 1.20 (25)% Increase due to Borrowing
liabilities in current year.
Debt - equity ratio Total debt*/ Shareholder’s 2.29 0.17 1231% Increased due to ICD taken
equity
Debt service coverage Earning available for debt (4.19) 6.40 (165)% Decrease in EBIDTA during
ratio service/ Debt service the year.
Return on equity (ROE) Net profits/ (loss) after taxes/ (51.62)% 141.41% (193)% Current year loss from fair
Average shareholder's equity valuation of Investment-
Unrealized in RPL.
Trade receivables Revenue/ Average trade 164.21 8.36 1864% Increase in average trade
turnover ratio receivables receivables in current year.
Trade payable turnover Purchase of services and other 12.47 1.02 1122% Increase in average trade
ratio expenses/ Average trade payables in current year.
payables
Net capital turnover ratio Revenue/ (23.34) 0.41 (5800)% Increase in revenue and
Working capital decrease working capital in
the current year.
Net Profit ratio Net profit/ (loss)/ Revenue (6.94)% 3958.15% (3965)% Decrease in profits during
the year although revenue
has been increased
Return on capital Earning before interest and (15.57)% 67.88% (83)% Decrease in EBIT during
employed (ROCE) tax/ Capital employed the year.
* Total debts excluding lease liabilities
In view of the above and considering that the Subsidiary Company- Cocoblu Retail Limited commenced full
commercial operations during the current financial year, the figures of current quarter/ year and previous quarter of
consolidated audited financial results are not comparable with the figures of corresponding previous periods/year.
64 In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to
be credited to the Investor Education and Protection Fund as at 31 March 2023.
65 The Code on Social Security, 2020 (‘Code’) has been notified in the Official Gazette of India on 29 September 2020,
which could impact the contributions of the Group towards certain employment benefits. Effective date from which
changes are applicable is yet to be notified and the rules are yet be framed. Impact, if any, of change will be assessed
and accounted for in the period of notification of relevant provisions.
Private Limited
CORPORATE
Neosky India Limited 4.15% 173.09 0.80% (22.81) 0.80% (23.00) (0.06)% (3.91) (0.08)% (4.41) (0.08)% (4.41)
Neotec Enterprises Limited (2.46)% (102.80) 2.76% (78.99) 2.77% (79.24) (0.34)% (23.56) (0.42)% (23.28) (0.43)% (23.65)
RattanIndia Investment 0.00% 0.05 0.00% 0.10 0.00% 0.10 0.00% (0.04) 0.00% (0.05) 0.00% (0.05)
Manager Private Limited
REPORTS
Neotec Insurance Brokers 0.20% 8.17 0.06% (1.64) 0.06% (1.64) 0.14% 9.81 0.00% (0.19) 0.00% (0.19)
STATUTORY
Limited
Neobrands Limited (0.03)% (1.09) 0.04% (1.13) 0.04% (1.13) - - - - - -
Neorise Technologies 0.53% 22.03 0.01% (0.35) 0.02% (0.53) - - - - - -
Total eliminations/ (97.71)% (4,075.27) 5.31% (151.93) 5.32% (152.11) (37.36)% (2,610.73) 96.06% 5,320.66 96.07% 5,319.80
consolidation adjustment
Associates
FINANCIAL
STATEMENTS
Revolt Intellicorp Private - - 4.43% (126.88) 4.43% (126.70) 12.40% 866.64 (2.42)% (134.22) (2.41)% (133.36)
Limited*
233
Significant accounting policies and notes to the consolidated financial statements
for the year ended 31 March 2023
(All amount in H Million, unless otherwise stated)
(ii) The Group did not have transactions during the current and previous year with struck off companies under
section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(iii) The Group did not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the year.
(v) The Group 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,
(vi) The Group has not entered into any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vii) The Group has not been declared as a ‘Wilful Defaulter’ by any bank or financial institution (as defined under
the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued
by the Reserve Bank of India
(viii) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the act read with
the Companies (Restriction on Number of Layers) Rules 2017.
70 The Subsidiary Company- Cocoblu Retail Limited was incorporated on 21 October 2021 and had commenced its
operations thereafter. Further, in view of business combination transactions undertaken by the Group, as enumerated
in note 39, the previous year figures are not strictly comparable to those of the current year.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar Vinu Balwant Saini Rajesh Arora
Partner Chairman Whole Time Director Chief financial officer Company Secretary
Membership No.: 503843 DIN: 00010849 DIN: 03291545 PAN: AFSPB8478G FCS-4081
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023 Date: 29 May 2023