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Snowman Logistics

BSE: 538635|NSE: SNOWMAN|ISIN: INE734N01019|SECTOR: Transport & Logistics
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Notes to Accounts Year End : Mar '18

1. Corporate Information

Snowman Logistics limited (the Company) is a public company domiciled in India and is incorporated in India in 1993, under the provisions of Companies Act applicable in India, is engaged in the business of in providing integrated cold chain solution to users in India. Its shares are listed on two recognised stock exchanges in India. The registered office of the Company is located at Plot No. M8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra - 410206.

The Company''s infrastructure comprises of compartmentalized temperature - controlled warehouses in all major cities of the country and a fleet of temperature controlled trucks. The company is focused on its core business of temperature controlled warehousing for frozen and chilled products with transportation division acting as an enabler.

Information on related party relationship of the Company is provided in note 28.

The financial statements were authorised for issue in accordance with a resolution of the directors on 15 May 2018.

Notes:

i. Title deed of Freehold Land situated at Kolkata with carrying value of INR 2.22 lakhs (31 March 2017: INR 2.22 lakhs) is yet to be transferred in the name of the Company.

ii. Represents payments made for acquiring land on lease at various locations for perpetual lease as per the lease deeds.

iii. Includes self constructed building with net book value of INR 18,795.08 lakhs (31 March 2017: INR 19,915.88 lakhs) on leasehold land.

iv. Contractual obligations: Refer to note 27 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

v. Capital work-in-progress (CWIP) includes civil works mainly related to warehouse under constuction.

vi. Assets pledged as Security for borrowings: Refer note 41 for information on property, plant and equipment, pledged as security by the Company.

vii. Capitalised costs Borrowing cost:

Buildings include INR 88.92 lakhs (31 March 2017: INR 359.30 lakhs) towards borrowing costs capitalised during the year. The rate used to determine the amount of borrowing costs eligible for capitalisation was 8.40% (31 March 2017: 8.40%), which is the effective interest rate of the specific borrowing.

Others:

The company incurred expenditure of salary, travelling costs and other miscellaneous expenses during the course of construction of warehouse which have been capitalised. Below is the breakup :

1. Fixed deposits of INR 80.27 lakhs (31 March 2017: INR 31.72 lakhs) held as lien by bank against bank guarantee.

2. Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

3. At 31 March 2018, the Company has available INR 150 lakhs (31 March 2017: INR 3,300 lakhs) of undrawn borrowing facilities.

4. For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:

1. Fixed deposits of INR 1.10 lakhs (31 March 2017: INR 16.80 lakhs) held as lien by bank against bank guarantee.

2. Security deposits are non interest bearing and are expected to be settled as per terms of respective agreements. The carrying value may be affected by changes in the credit risk of the counterparties.

Significant estimate

Company has recognized deferred tax asset on brought forward losses and deduction available under section 35AD of the Income Tax Act, 1961.

The tax impact for the above purpose has been arrived at by applying a tax rate of 34.61% (31 March 2017: 34.61%) being the prevailing tax rate for Indian Companies under the Income Tax Act, 1961.

At 31 March 2018, the Company has recognised deferred tax liability of INR 11,216.42 lakhs (31 March 2017: INR 12,012.91 lakhs) and deferred tax assets of INR 16,627.29 lakhs (31 March 2017: INR 17,423.78 lakhs) on other temporary differences which will be adjusted for computation of future years taxable income.

The Company has unused section 35AD losses of INR 46,874.58 lakhs (March 31, 2017: INR 48,487.48 lakhs) that are available for offsetting against future taxable profits of the company.

The Company has recognised deferred tax asset of INR 15,882.22 lakhs on unused section 35AD losses of INR 45,715.75 lakhs based on analysis of taxable income in near future.

On remaining unused section 35AD losses of INR 1,158.83 lakhs deferred tax assets have not been recognised as there are no tax planning opportunities or other evidence of recoverability in the near future.

During 31, March 2018 the Company had decided to rescind operations at its warehouses at Hyderabad and was under discussion with prospective buyers for sale of its assets and the sale was expected to be completed by 31 March 2019.

Accordingly the asset belongs to hyderabad location were classified from property, plant and equipment to Assets Held for Sale under current assets.

Assets classified as held for sale during the reporting period are measured at lower of its carrying amount and fair value less cost to sell at the time of reclassification. Fair value of the assets were determined using the market approach. This is a level 2 measurement and key inputs under this approach are price per asset comparable for the assets in similar business and technology.

Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) Shares reserved for issue under options

Information relating to Snowman logistics limited employee option plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 26.

Nature and purpose of other reserves Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Snowman Logistics Limited Employee Stock Option Plan (Refer Note 26).

* Security deposits from customers are as per the terms of agreement.

** Retention money relates to vendors for construction of warehouse as per terms of agreement.

*** There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

During the year under review, the CSR Committee had outlined a road map on the CSR expenditure. However due to the corrective actions taken in terms of change in the business model and strategy, the company has reported a loss during the year. Hence the board in the best interest of the stakeholders opted to defer any expenditure on CSR activities. Moving forward the Company will endeavor to spend on CSR activities in accordance with the prescribed limits.

2. Exceptional Items

During the year 2016-17, the company terminated the contract with a major customer in the Food Services Division. The contract was signed for a three year period in 2015-16. The contract required the company to procure, store and distribute food products used by the customer in its catering business. Since the volumes envisaged by the company were not being met, the division was incurring losses. The management found it prudent to cut losses by rescinding the contract rather than go with it for 2 more years. The company had to incur a loss of INR 265.91 lakhs on account of exit costs, which has been shown as an exceptional item in the financials for the year ended March 31, 2017.

3. Income tax

The major components of income tax expense for the year ended 31 March 2018 and 31 March 2017 are :

Significant estimate

Company has recognized deferred tax asset on brought forward losses and deduction available under section 35AD of the Income Tax Act, 1961.

Deduction under Section 35AD of the Income Tax Act, 1961 has been claimed on eligible amount capitalised during the year, based on future business projections made by the management.

The tax impact for the above purpose has been arrived at by applying a tax rate of 34.60% (31 March 2017: 34.60%) being the prevailing tax rate for Indian Companies under the Income Tax Act, 1961.

4. Earnings per Share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

a) Post retirement benefit- defined contribution plans

The company has recognised an amount of INR 102.02 lakhs (31 March 2017: INR 83.36 lakhs) as expenses under the defined contribution plans in the Statement of Profit and Loss in respect of contribution to Provident Fund.

b) Post retirement benefit- defined benefit plan

The company makes provision for gratuity based on actuarial valuation done on projected unit credit method at each Balance Sheet date.

The Company makes annual contribution to the Gratuity Fund Trust which is maintained by LIC of India, a defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment as per provisions of Payment of Gratuity Act, 1972. The benefit vests after 5 years of continuous service.

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance Sheet date.

1) The discount rate is based on the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligation.

2) The expected return on plan assets is based on market expectations,at the beginning of the period,for returns over the entire life of the related obligation.The expected return on plan assets reflects changes in the fairvalue of plan assets held during the period as a result of actual contributions paid in to the fund and actual benefits paid out of the fund.

3) The salary escalation rate is the estimate of future salary increase considered taking into account the inflation, seniority, promotion and other relevant factors.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The average duration of the defined benefit plan obligation at the end of the reporting period is 25.94 years (31 March 2017: 25.42 years) Expected contributions to post employment benefits for the year ended March 31, 2019 are INR 107.00 lakhs for the funded plan.

5. Employee Stock Option Plan

Snowman Logistics Limited Stock Option Plan 2012 (ESOP 2012)

Pursuant to the resolution passed by the Shareholders at the Extraordinary General Meeting held on April 24, 2012, the Company had introduced new ESOP scheme for eligible directors and employees of the Company. Under the scheme, options for 51,45,350 (fifty one lakh forty five thousand three hundred and fifty) shares would be available for being granted to eligible employees of the Company and each option (after it is vested) will be exercisable for one equity share of INR 10.60, INR 15.40 and INR 18.30. Compensation Committee finalises the specific number of options to be granted to the employees. Vesting of the options shall take place over a maximum period of 3 years with a minimum vesting period of 1 year from the date of grant.

ii) Income Tax Matters:

1. The AO vide order u/s 147 read with 143(3) dated 19/12/06 has disallowed amount of Rs.4,62,500/- by reducing the subsidy received from NHB, from cost of asset stating that the subsidy is directly related to asset. However the company draws reference to Expl.10 to Sec 43(1) which applies only if cost of asset is met directly or indirectly by government or agency stated therein and not in respect of subsidy given to help company setup business. The company has filed an appeal for AY 2003-04 on same grounds placing its reliance on Apex court decision in case of CIT vs. PJ.Chemicals and the appeal is still pending as on the end of reporting date. The Company has assessed that the outflow on account of this assessment is only possible in nature and it may liable contingently.

2. The A.O vide order u/s 143(3) dated 10/12/2009 disallowed expenditure of Rs.11,00,000/- relating to Fruits and Vegetable project due to insufficient and inadequate explanation and deficiencies in details against which the company has stated that the loss was incurred under a pilot project which has been started as a joint venture with two other companies. The project suffered a loss and the parties have written off loss in their respective profit/loss ratio in their books. The company has preferred an appeal for AY 2007-08 against the A.O.order with CIT(A) and the company assesses the liability to be contingent.

3. The A.O. vide order u/s 143(3) dated 10/12/2009 has disallowed expenditure under head computers@ 60% stating the reason of insufficient details and explanations against which the company has drawn reference to asset wise listing of additions reported under Clause 14 of 3CD supported by Annexure B which was not considered before disallowing.The company has filed an appeal for AY 2007-08 with CIT (A) and the liability if any which may arise is assessed contingent.

4. The A.O. vide order u/s 143(3) dated 10/12/2009 has disallowed income which had arisen from sale of Land located at Derabassi for Rs.39,00,000/-,the sale deed of its purchase transaction indicates the land is agricultural in nature. The A.O. contended that the land is not agricultural land and has disallowed the income against which the company preferred an appeal for AY 2007-08 to CIT(A) which is pending as at end of reporting period and liability if any which may arise is assessed contingent.

5. The Company has an appeal pending before CIT(A) in respect of Disallowance of Depreciation which arose due to Difference in Rate of Depreciaton adopted by A.O. and the company in respect of years A.Y.2003-04,2007-08 and the amount in dispute is Rs.4,19,430/- and 3,62,151/- for the two years respsectively.The outflow if any is assessed contingent.

6. The Company has an appeal pending before CIT(A) for the AY 2007-08 in respect of disallowance of expenditure being treated as penal nature by the A.O. to the tune of Rs.2,27,465/- .The company assesses the aforesaid expenditure to be contingent.

iii) Wealth Tax Matters:

The order dated 16(3) r.w.s 17 of the Wealth Tax Act 30.12.2008 demanding INR 3.02 Lakhs was issued by the A.O alleging that the vacant land owned by the Company falls under the purview of the W.T Act and therfore would be chargeable to the same. The A.O also contended that the motor vehicle which disclosed by the Company after adjusting the vehicle loan would be considered chargeable to the W.T Act. Subsequently the Company has an appeal pending before Asst. Commissioner of Wealth Taxes for the AY 2002-03 for granting relief against the order. The company assesses the liability contingent.

iv) Indirect Tax Matters:

1. The order dated 30U/S 51 (7)(c) of the Punjab Value Added Tax Act, 2005 demanding INR 8.42 lakhs was issued by the Asst. Commissioner of taxes alleging that goods were not reported at the check post of Information Collection Centre at the time of entering the goods at Punjab, however company has able to substantiate that the goods were duly reported at the check post by the driver of vehicle while entering at Punjab. On the same ground company has gone to appeal for AY 2016-17 against the order and assessed the liability contingent.

2. The Assistant Commissioner, VAT Special Circle, Department of Commercial taxes, Kerala issued Assessment order for the year 2011-12 demanding INR 26.92 lakhs (Including Interest of INR 10.07 lakhs) mentioning the irregularities regarding suppression of total turnover INR 63.93 lakhs, difference of INR 1.76 lakhs in audited statement and online return and for concealment of INR 3.67 lakhs in online return. The company has preferred an appeal with the Deputy Commissioner Appeals against the assessment order received.

On the basis of current status of individual case for respective years and as per legal advice obtained by the Company, wherever applicable, the Company is confident of winning the above cases and is of view that no provision is required in respect of these cases.

6. Segment Informations

As per Ind AS 108 Operating segments the company has three reportable segments as below :

Warehousing services:

Warehousing services comprises of temperature controlled warehousing service operating across locations servicing customers on pan-India basis.

Transportation services:

The transportation generally facilitates inter-city transport of products and includes door to door service i.e. last mile distribution.

This part of the business provides dry Transportation facility also to the customers using the temperature controlled facilities so that the customer gets a one stop solution for all the warehousing requirement.

Consignment agency services:

The company provides retail distribution through a consignment agency model for customers.

No operating segments have been agreegated to form the above reportable reporting segments.

The management of the company monitors the operating results of its segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on the profit / loss and is measured consistently with profit / loss in the financial statements and also the company''s financing (including finance costs and finance income) and income taxes are managed on company basis and are not allocated to operating segments.

Adjustments and elimination

Finance income and costs, and fair value gains and losses on financial assets are not allocated to individual segments as the underlying instruments are managed on a company basis.

Current taxes, deferred taxes and certain financial assets and liabilities are not alocated to those segments as they are also managed on a group basis.

7. Fair values

Setout below is a comparison by class of the carrying amounts and fair value of the company''s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

The management assessed that trade receivables, cash and cash equivalents, other bank balances, loan, other financial assets, trade payables, other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the company''s interest bearing-borrowings are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk was assessed to be insignificant.

Fair value hierarchy

Level 1: This hierarchy includes financial assets/ liabilities measured using quoted prices.

Level 2: The fair value of financial assets/ liabilities that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an assets/ liabilities are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the assets/ liabilities is included in level 3.

The following table provides the fair value measurement hierarchy of the company''s assets and liabilities.

8. Financial risk management

The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s risk management is carried out by a corporate finance team under the policies approved by the Board of Directors. The Board provides written principles for overall risk management as well as policies covering specific areas, such as credit risk, interest rate risk and investment of excess liquidity.

i) Market Risk- Interest Rate Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument may fluctuate due to change in market price. The value of a financial instruments may change as result of change in interest rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including payable, deposits, loans & borrowings.

The Company management evaluates and exercise control over process of market risk management. The Board recommends risk management objective and policies which includes management of cash resources, borrowing strategies and ensuring compliance with market risk limits and policies.

The sensitivity analysis in the following sections relate to the position as at 31 March 2018 and 31 March 2017.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations and provisions. The analysis for the contingent consideration liability is provided in note 27.

The Company assumes that the sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at 31 March 2018 and 31 March 2017.

ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with interest rates.

The Company manages its interest rate risk by having a portfolio of loans and borrowings. In order to optimize the Company''s position with regards to interest income and interest expense, the Company performs a comprehensive corporate interest rate risk by using different type of economic product of floating rate of borrowings in its total portfolio.

iii) Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to INR 4,435.99 lakhs, INR 3,528.22 lakhs as of 31 March 2018, 31 March 2017 respectively. Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Credit risk has always been managed by the company through continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the company uses expected credit loss model to assess the impairment loss or gain.

Credit Risk Management Financial instruments and cash deposits

The Company maintains exposure in cash and cash equivalents and term deposits with banks. The Company has diversified portfolio of investment with various number of counter-parties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company. For banks and financial institutions, only high rated banks/institutions are accepted. The Company''s maximum exposure to credit risk as at 31 March 2018 and, 31 March 2017 is the carrying value of each class of financial assets as disclosed in note 30.

Trade receivables and other financial assets

Trade receivables are typically unsecured and are derived from revenue earned from customers. Other financial assets are unsecured receivables. It comprises of Interest accrued on fixed deposits, security deposits, other deposits, and deposits with bank with maturity period more than 12 months.

Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix and forward-looking information and an assessment of the credit risk over the expected life of the financial asset to compute the expected credit loss allowance for trade receivables. There are no significant credit risk pertaining to other finacial assets.

Total maximum credit exposure on trade receivable and other financial assets as at 31 March 2018 is INR 6,285.51 lakhs (31 March 2017 is INR 5,414.58 lakhs)

iv) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the dynamic nature of the underlying businesses, company''s finance team maintains flexibility in funding by maintaining availability under committed credit lines.

Maturities of financial liabilities

The table below analyses the company''s financial liabilities into relevant maturity groupings based on their contractual maturities for all nonderivative financial liabilities:

9. Capital Management

Risk Management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maintain optimum capital structure to reduce cost of capital and to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants which otherwise would permit the banks to immediately call loans and borrowings. To maintain or adjust the capital structure, the Compamy may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.

Consistent with others in the industry, the company monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by total equity (as shown in the balance sheet)

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

The company has satisfied all financial debt covenants prescribed in the terms of bank loan except as mentioned below:

HDFC

a) Minimum Debt Service Coverage Ratio (DSCR) of 1.35 times to be maintained during the tenure of the loan whereas as on 31 March 2018 it is 1.08 times.

IFC

a) Financial debt should not exceed INR 80 Million whereas as on 31 March 2018 it is INR 1,312.42 million.

b) Current ratio of atleast 1.33 times should be maintained whereas as on 31 March 2018 it is 0.89 times.

c) Historic debt service coverage ratio of not less than 1.50 times whereas as on 31 March 2018 it is 1.08 times.

There is no impact of the breach of covenants and the same has been duly communicated to the bank.

10. Offsetting financial assets and financial liabilities

Collateral against borrowings

Trade receivables and non-current assets of the Group are pledged as security against debt facilities from the lender. For carrying amount of assets pledged as security refer note 30.

11. Other Matter

During a routine stock audit in Visakhapatnam, management became aware of the shortage of stocks amounting to INR 183.00 lakhs for the year 2017. A FIR was filed in this regard and upon investigation by the police it was found that most of the suspects in this case were former employees of the Company. All the suspects were booked under the provisions of CrPC and the matter is in progress at the Court. The internal auditors were assigned the work to conduct a stock verification to authenticate the value of the goods lost. This event is not considered as a material event since the value involved or the impact does not exceed 5% of the turnover or revenue or total income; or does not exceed 10% of the networth (lower threshold shall be taken as a trigger) as per the materiality policy of the Company. The above thresholds are determined on the basis of audited financial statements of the Company''s last audited financial year. Necessary corrective action has been taken for improving the systems and processes in place to ensure that a similar situation does not occur. The customers who lost the material have been compensated appropriately and continue to do business with the Company.

Source : Dion Global Solutions Limited
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