Note 1: Certain Property, Plant and Equipment are pledged as security against borrowings by the Company, the details related to which have been described in Note 19 on Borrowings,
Note 2: a) Plant and equipment includes Electrical Fittings and Installation Gross Block H 378,34 Crore (March 31, 2023 H 326,61 Crore) and Accumulated Depreciation H 156,32 Crore (March 31, 2023 H 137,83 Crore), b) Buildings includes Residential Building Gross Block H 37,04 Crore (March 31, 2023 H 37,22 Crore) and Accumulated Depreciation H 5,65 Crore (March 31, 2023 H 4,87 Crore), Office Building Gross Block H 120,83 Crore (March 31, 2023 H 121,15 Crore) and Accumulated Depreciation H 15,15 Crore (March 31, 2023 H 13,01 Crore) and Factory Building Gross Block H 897,47 Crore (March 31, 2023 H 841,43 Crore) and Accumulated Depreciation H 220,04 Crore (March 31, 2023 H 188,45 Crore),
Note 3: There are no restrictions over the title of the Company's intangible assets, nor are any intangible assets pledged as security for liabilities,
Note 4: On 2nd May, 2022, the Company completed the acquisition of the brand 'Kohinoor' along with other trademarks to strengthen leadership in the rice and food business, The deal comprised the acquisition of the brand along with other trademarks, copyrights, know-how and designs associated with the brand,
Note 5: Refer note 47 for Impairment testing of Indefinite life intangible assets ('Brand'),
Note 6: Change in accounting estimates :-
During the year ended 31st March, 2024, based on technical assessment the Company has changed useful life of electric fittings from ten years to fifteen years and for certain plant and machinery (others) such as Floor Mill, Carton Manufacturing Machine etc, from fifteen years to twenty years w,e,f, 1st April, 2023, considering the technological advancements and economic benefits observed from existing assets in recent past period,
Accordingly, it resulted in reduction of depreciation by H 16,49 Crore in the Statement of Profit and Loss Account during the year ended 31st March, 2024,
CWIP as at March 31, 2024, includes cost incurred on Construction of Pipeline connectivity from port to refinery at
Hazira Plant. The completion of construction of pipeline is pending since more than 2 years. The reason for the delay is due to pending approval of 'Right to Way' from the Government of Gujarat (GoG) over the land through which pipeline has passed through.
a) The Investment includes Value of Deemed Investment of H 6 Crore in terms of fair valuation under Ind AS 109.
b) 31,20,000 fully paid Equity Shares of H 10/- each of Gujarat Agro Infrastructure Mega Food Park Private Limited ('GAIMF') is sold to the promoters of GAIMF at H 7.36 Crore on August 09, 2023 as per approval received from the Board of Directors in their meeting held on May 03, 2023 and based on independent valuation report.
a) Refer note 37 secuirity deposits given to related parties.
b) Placed as margin for Bank Guarantee, Buyer's credit and Letter of Credit facilities.
c) Incentives receivable includes H 12.29 Crore receivable under West Bengal state support for industry scheme 2008 for sales tax / VAT paid during FY 2015-16 & 2016-17. The Company has recognised claim in FY 2015-16 & 2016-17 bases on Industrial Promotional Assistance (IPA) sanction letter dated November 16, 2016. The Company has filled writ
petition since February 10, 2023 with the Hon'ble High Court of Kolkata against the State Government for recovery of outstanding incentive. During the year the Company has received favorable order from the Hon'ble High Court vide order dated March 09, 2024, pursuant to which the Hon'ble High Court ordered the State Government to disburse the pending claim amount at the earliest, preferably within two months. Management of the Company, on the basis of favorable order from the Hon'ble High Court and on the basis of legal advise of the external legal counsel, assessed that the amount recognised and recoverable as on March 31, 2024 are hold for good realised. Incentive of H 16.37 Crore pertain to Industrial Incentive for Capital Expenditure for rebate on sales tax and power charges receivable from the State Government of Andhra Pradesh & Telangana. The Company has recognised claim based on approval received from the commissioner of Industries of Andhra Pradesh in earlier years. During the year, the Company has filled writ petition with the Hon'ble High Court of Andhra Pradesh for recovery of pending incentive. The Company has assessed amount of claim receivables hold good for recovery on the basis of legal advise from an external consultant. In the current year, the amount has been reclassified to non-current.
d) No receivables are due from directors or other officers of the Company either severally or jointly with any other person nor any other receivable are due from firms or private companies in which any director is a partner, a director or a member.
a) i) Includes H 517.68 Crore (previous year H 517.68 Crore) paid under protest as social welfare surcharge (SWS) levied on basic custom duty during the period from September 25, 2019 to June 30, 2021 at specified rate on import of
material. The Company has filled writ petition in the matter with the Hon'ble High Court of Gujarat and the Hon'ble Hight Court of Andhra Pradesh against the custom department claim of payment of SWS in cash although basic and additional duty of customs are exempted on material imported against valid MEIS / SEIS duty scripts. The Company, on the basis of legal advise from the external legal counsel, assessed that the Company has good chance to decide the matter in favor of the Company, though on conservative basis the Company provided amount in full and disclosed under the provision. (refer note 18)
ii) Apart from above, the Company has also paid under the protest differential custom duty of H 19.86 Crore (previous
year H 24.78 Crore) on import of materials in earlier years. The Company has filled appeal with the tax authorities / the Hon'ble High Courts against the assessment made by the customs authority for refund of differential duty. During the current year, the Company has received refund of amount deposited under protest of H 4.85 Crore from the CESTAT Bangalore (amount involved H 3.54 Crore) and the Hon'ble High Court of Gujarat (amount involved H
2.68 Crore) along with interest of H 1.53 Crore an aforesaid refund. Also, the Customs Authority then filled petition with the Hon'ble Supreme Court against the order of the Hon'ble High Court of Gujarat. The Company on the basis of legal advise from the external legal counsel and favorable judgement from CESTAT Bangalore and the Hon'ble
Hight Court of Gujarat, assessed that the Company has good chance to decide the matter in favor of the Company.
iii) The Company has also deposited H 15.77 Crore (previous year H 11.80 Crore) to various government authorities against demand of taxes and duties against on going litigations disclosed as contingent liabilities. (refer note 33)
a) The inventories are recognised net of H Nil Crore (previous year H 290.37 Crore) in respect of write-downs of inventory to net realisable value. During the year, previous year write-downs of H 290.37 Crore (previous year H 26.84 Crore) have been reversed owing to actual increase in realisable value.
b) Inventories are pledged / hypothecated as security against the working capital facility (refer note 19)
a) Secured receivables backed by customer's deposits and bank guarantees.
b) Trade receivables are non-interest bearing and are generally having credit period of 7 to 45 days. Interest is levied on delay payment at 18% per annum.
c) No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies in which any director is a partner, a director or a member.
d) Above balances with trade receivables include balances with related parties and for the terms and conditions relating to related party receivalbles. (refer note 37)
e) There are no such contract assets reclassified to receivables. (refer note 41)
a) Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying period of between one day and three months depending on immediate cash requirements of the Company and interest at the respective short-term deposits rates.
a) Margin money deposits represent security held by bank towards Bank Guarantee, Buyer's credit and Letter of Credits
issued by the bankers on behalf of the Company.
b) Other earmarked deposits H 790.08 Crore (previous year H 760.51 Crore) lien marked against banks overdraft facilities.
c) Includes Initial Public Offer (IPO) proceeds of H 1,200.00 Crore (previous year H 1,925.02 Crore) in Scheduled commercial
bank which will be utilised as stated in the prospectus. (refer note 46)
d) Includes balance of Initial Public Offer (IPO) proceeds of H 13.80 Crore (previous year H 49.40 Crore) in Current Account
with a Scheduled commercial bank and H 0.31 Crore (previous year H 5.02 Crore) with monitoring agency account which will be utilised for payment of IPO expenses as stated in the prospectus. (refer note 46)
e) As at 31st March 2024, the Company had available H 6,398 Crore (previous year H 5,507 Crore) of undrawn committed
borrowing facilities.
During the year, the Company had identified to sell the crushing and refining unit along with freehold land located at Chhindwara in the state of Madhya Pradesh and a freehold land at Amta in the state of West Bengal. Considering the same, the Company has reclassified aforesaid assets as held for sale from Property, Plant and Equipment. Net block of aforesaid assets on the date of re-classification is H 29.81 Crore and the management has estimated realisable value of assets held for sale is higher than its carrying value on the date of re-classification. Also, the Company has sold freehold land located at Vidisha which was identified as asset held for sale in previous year(s) for the consideration of H 28.50 Crore on March 30, 2024.
b) Terms / rights attached to equity shares:
The Company has only one class of equity shares having a par value of H 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company the holder of the Equity Shares will be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in
proportion to the number of Equity Shares held by the shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and is accounted for in the year in which it is approved by the shareholders.
Nature and purpose of reserves
a) Security premium represents the premium received on issue of shares over and above the face value of Equity Shares. Such amount is available for utilization in accordance of the Provisions of the Companies Act, 2013.
b) Under the erstwhile Companies Act, 1956, general reserve created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfer was to ensure that if a dividend distribution in a given year is more than 10% of the paid up capital of the Company for that year, then the total dividend distribution is less than the total distributable amount as per the results for that year.
Consequent to the introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.
c) Amalgamation reserve represents the surplus arises in the course of amalgamation of wholly owned subsidiary companies during the year 2012-13 and 2015-16. The said reserve shall be treated as free reserve available for distribution as per the scheme approved by the Hon'ble Gujarat High Court vide order dated March 06,2012 and October 28, 2015.
d) Retained earning are the net profit that the Company has earned / incurred till date, less any transfer to general reserves, dividends or other distributions paid to shareholders. Retained earnings also includes re-measurement loss / (gain) on defined benefit plans net of taxes that will not be reclassified to the statement of profit and loss.
1. Working capital facilities are secured by
(i) First pari passu charge by way of hypothecation in favor of SBICAP Trustee Company Limited (security trustee') of all present and future current assets including inventories, stores, spares, book debts, receivables, advances and other
current assets of the Company.
(ii) Second pari passu charge by way of equitable mortgage in favor of SBICAP Trustee Company Limited (security trustee')
in respect of all present and future immovable properties of the Company wherever situated and hypothecation of all present and future movable assets of the Company.
(iii) The rate of interest for above working capital facilities are as follows:
Buyers Credit ( In Foreign Currency) : SOFR spread i.e. from 5.67% to 5.92% (previous year 4.99 % to 5.94%)
- Export Packing Credit : 7.59% to 7.65% (previous year 7.50% to 8.35%)
- Overdraft Facility from Banks : 7.10% to 7.80% (previous year 5.05% to 6.75%)
- Working Capital Demand Loan : 7.80% (previous year 8.37%)
- Supplier Trade Finance : 8.44% to 8.70% (previous year 8.06% to 8.70%)
(iv) Repayment terms of working capital borrowing are as follows :
- Export Packing Credit and Buyers Credit are repayable withing 80 to 90 days of being drawn.
- Overdraft facility and working capital demand loan are repayable on demand.
- Supplier Trade Finance pertaining to discounting of domestic suppliers bills with banks for procurement of materials and services and are repayable withing 90 to 180 days from the day from being drawn.
a) Trade credits from banks is availed in foreign currency from offshore branch of Indian bank or foreign bank (negotiating bank) against the Usance Letter of Credit ('LC') under UPAS structure issued by the Company's lenders under consortium financing facilities with a negotiation period ranging from 90 to 120 days from the date of issuance of LC/Bill of lading date. The discounting charges on such facility ranges from 5.67% to 5.84% (previous year 5.08% to 5.80%). The negotiating bank are subsequently repaid (along with discounting charges) by the Company on LC maturity date through LC issuing bank.
NOTE : 20 TRADE CREDITS FROM BANKS
b) Trade credit facility is secured by
- Margin money deposits of the banks against the facility sanction amounts (Refer Note 12).
- Also, secured by overall security given under the Consortium Financing Facility towards entire working capital facilities availed by the Company includes:
- first pari passu charge by way of hypothecation on all present and future current assets including inventories, stores & spares, book debts, receivables, advances and other current assets.
- Second pari passu charge by way of equitable mortgage on all present and future immovable properties and hypothecation of present and future all other movable assets.
a) Security deposits from customers in the company's business are generally not repayable within a period of twelve
months based on historical experience.
b) Other payable includes mandi fees payable of H 9.64 Crore (previous year Nil ) and forex derivative contracts payable of Nil (previous year H 2.03 Crore) on cancellation of contracts.
c) For fair value measurement and for commodity price risk and foreign currency risk refer note 43.
33 Contingent liabilities and Commitments A) Contingent liabilities to the extent not provided for :
(H in Crore)
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
Matters related to levies of Customs & Excise Duty
|
|
|
a) The Directorate of Revenue Intelligence has challenged the favorable order passed by the CESTAT in the matter of classification of imported Raw Material involving demand of custom duty of H 37.64 Crore (including penalty of H 20.32
Crore) in the earlier years. The Company has received favorable order from the CESTAT and Department has filed an appeal with the Hon'ble Supreme Court and pending as at reporting date.
|
37.64
|
37.64
|
b) The Commissioner of Customs & Central Excise, Gantur has passed the order in original (OIO) against Krishnapattnam Oil & Fats Private Limited (KOFL) and Acalmar Oils & Fats Limited (AOFL) (later on both entities merged with
the Company) in the matter of classification of finished goods for sale made during the period April 2008 to December 2011 and raised demand of H 17.63
Crore (including penalty of H 9.04 Crore). The Company has challenged this OIO and received favorable orders from CESTAT, Hyderabad against which the department filed appeal with the Hon'ble High Court of Telangana and Andhra Pradesh.
|
17.63
|
17.63
|
c) The Commissioner of Customs, Mangalore has raised demand of H 7 Crore (including penalty of H 3.50 Crore) towards custom duty on import of materials during the year 2008-09 and 2010-11 by Rajashri Packaging Limited (later
on merged with the Company) wherein custom duty had been paid through utilisation of inadmissible DEPB/VKUY licenses which was subsequently disallowed. The Company has challenged the order by filling an appeal with the CESTAT Bangalore against the grounds that DEPB / VKUY scripts which were purchased from open market on bona fide belief are not liable to payment of duty, and thus the Company deposited H 0.26 Crore in the matter under protest. As at reporting date appeal filed with CESTAT by the Company is yet to sub-judice.
On similar matter the Company has also received Show Cause notices from Assessing Officer, Customs Mundra for demand of H 0.31 Crore on import of material during the year 2004 and 2006. The Company has filed a reply and
matter is yet to be adjudicated by the Assessing Authority.
|
7.31
|
7.31
|
d) The Commissioner of Customs & Central Excise, Mangalore has passed the order in original (OIO) against Rajashri Packaging Limited (later on merged with the Company) in the matter of classification of finished goods for sale made during the period April 2008 to December 2011 and raised demand towards customs duty of H 4.24 Crore (including penalty of H 2.59 Crore). The Company had preferred an appeal with CESTAT, Bangalore against the OIO. The company have received a favorable order in current FY and the demand has been dropped.
|
|
4.24
|
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
e) The Commissioner of Customs & Central Excise, Guntur has passed the order in original (OIO) against Acalmar Oils & Fats Limited (later on merged with the Company) in the matter of classification of raw material Imported in February 2005 and raised customs duty demand of H 1.44 Crore. The Company had
received favorable orders from Commissioner (Appeals) which was challenged by the Department in CESTAT, Hyderabad who has remanded back it to the adjudicating authorities and hence pending with Commissioner of Customs, Guntur.
|
1.44
|
1.44
|
f) The Commissioner of Customs & Excise has challenged the favorable order passed by the Commissioner (Appeals) and CESTAT, Hyderabad in the Hon'ble High Court, Hyderabad - AP in the matter of differential customs duty on ullage
of imported Raw Material relating to period from September 2009 to March 2013 involving total customs duty demand of
H 2.47 Crore (including penalty of H 1.24 Crore). Currently, appeal filed by the
Department pending with the Hon'ble High Court.
|
2.47
|
2.47
|
g) The Commissioner of Customs & Central Excise, Kandla has passed the
order in original (OIO) against the Company in the matter of classification of procurement of imported material and raised customs duty demand of H 0.12
Crore and company has deposited entire amount under protest and the case is pending for disposal with the Hon'ble Supreme Court.
|
0.12
|
0.12
|
h) Various SCNs received from Assistant Commissioner, Mundra on assessment of the various Bill of Entries filed by the Company for the import of materials having customs duty demand of H 0.11 Crore and pending final assessment and
adjudication .
|
0.11
|
0.11
|
i) The Commissioner of Customs (Adjudication), Mumbai passed an order in original (OIO) demanding redemption fine of H 2.62 Crore in the matter of MEIS scrip
submitted by the Company was assessed by the department as received by the Company from a seller who allegedly procured through fraudulent means. The Commissioner levied a redemption fine of H 2.62 Crore in order in original (OIO) which the company have challenged by filing an appeal with CESTAT, Mumbai. The matter is admitted by CESTAT, Mumbai and the proceedings are pending.
|
2.62
|
|
j) The Company had received a favorable order from CESTAT, Bangalore in the matter of Differential Duty of Customs where the question of effective date of Notification pertaining to change in rate of Customs duty was held to be in favor of the company. Customs Department being aggrieved by the order of CESTAT,
Bangalore have preferred an appeal with the Hon'ble High Court and the matter is pending for hearing.
|
3.54
|
|
Matters related to Entry Tax, Value Added Tax ('VAT' )and Sales Tax, Service Tax, Commercial Tax and Goods and Service Tax ('GST')
|
|
|
k) The Company has been demanded additional 5% VAT on account of classification of Bakery Shortening as Vanaspati for the FY 2004-05 to 2008-09 where a
favorable order was passed by Tribunal, which was challenged by the Commercial tax Department at Hon'ble Allahabad High Court.
In FY 2023-24, the Hon'ble High court dismissed department's Appeal, and
passed order in favor of company against total demand.
|
|
1.35
|
l) The Company has filed an appeal with Commercial Tax Commissioner in the states of Kerala against the demand of additional VAT of H 0.04 Crore on classification of sale of coconut oil, which is taxable at nil rate, however assessed as Edible Oil subjected to VAT @ 1% for the FY 2012-13.
Company has received favorable appeal order for fresh disposal. Matter is pending for effective order.
|
0.04
|
0.04
|
|
|
(H in Crore)
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
m) The Commercial Tax Department, West Bengal completed the entry tax
assessment for the year 2012-13, where the Department had raised demand for entry tax on Import of Edible Oil from Outside India. The Company filed an appeal with the Additional Commissioner Commercial Taxes, West Bengal
which was dismissed. The Company has filed revised petition with West Bengal appellate & revisional Board for which hearing was pending till financial year ended March 31, 2023.
In FY 2023-24, Company has opted for Settlement for dispute (SOD) scheme and has received provisional order, subsequently considered as final order, disposing
the matter.
|
|
22.94
|
n) Various notices received from Commercial Tax Department in the matter of levy of Entry Tax relating to difference in assessable value for stock transfers, disallowance of exemption, etc. for the financial years 2003-04 to 2016-17
in the states of Madhya Pradesh, Odisha and Telangana. The Company has filed appeal and writ petition at Commissioner, relevant appellate tribunal and Hon'ble High Court respectively and the cases are pending for disposal. The Company has deposited H 0.20 Crore under protest against the demand.
|
0.89
|
0.89
|
o) Various demands raised under VAT and CST assessment relating to pending
statutory forms, input tax credit disallowance, non production of records, pending
truck seizure cases etc. which the company is contesting at various forums in the states of Andhra Pradesh, Gujarat, Madhya Pradesh, Odisha, Tamil Nadu,
Uttar Pradesh and West Bengal. These cases are pending for final disposal. Such demands relate to Fy 2004-05 and FY 2006-07 to FY 2017-18 (up to June'17) and the Company has paid H 2.75 Crore (previous year H 3.19 Crore) as duty under protest against said demands.
In Current FY 2023-24, Company has received favorable order dropping the demand of H 3.85 Crore for FY 2015-16 in the state of Bihar.
Also, the Company has opted for Settlement for dispute (SOD) Scheme for various VAT/CST matters in the state of west Bengal for the period FY 2007-08, 2009-10, 2015-16 and 2016-17, to close the matter wherein demand was stating of H 2.02 Crore. Company has received provisional order,
subsequently considered as final order, disposing the matters.
|
5.32
|
11.19
|
p) The Company has received various SCNs from Assistant Commissioner/ Commissioner CGST/SGST in the state of Andhra Pradesh, Bihar, Gujarat, Haryana, Maharashtra, Odisha, Rajasthan, Tamil Nadu and West Bengal, for raising demand of GST of H 5.83 Crore on various CGST/SGST matters like Input Tax Credit (ITC) disallowance, due to mismatch with GSTR2A or retrospective cancellation of GST registration of supplier, and short payment of tax on miscellaneous income. Company has paid H 0.39 Crore under protest (Previous year H 0.004 Crore). The Company has filed an appeal with Appellate Authority and the same is yet to be concluded as on the reporting date. For few cases, company has received final order, against which company will pursue matter in tribunal, when constituted under GST.
|
5.83
|
0.96
|
q) The Company has received SCNs from CGST/SGST officer in the state of Odisha for raising demand of H 5.91 Crore during the year for ITC availed on Land Lease Premium, Other Building Structure and Cross Country Pipeline. Company has
paid H 3.17 Crore under protest. The Company has filed an appeal with Appellate Authority and the same is yet to be concluded as on the reporting date.
|
5.91
|
|
(H in Crore)
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
r) Company has filed writ challenging the applicability of newly inserted explanation to Rule 89(4) of CGST Rules providing for export turnover calculation basis
the lowest of CIF/FOB vs Invoice value , respective circulars and retrospective application of notification, before the Hon'ble High Court of Madhya Pradesh. The Company has paid H 0.20 Crore under protest.
The matter is pending for disposal.
|
0.20
|
0.20
|
s) During May and June 2017, the Company was granted refund on excess
payment of Service tax on ocean freight without considering abatement of 70%
as per the board circular which the Service tax Department has challenged and filed an appeal with Central Excise and Service Tax Appellate Tribunal, Mundra, Gujarat. The matter is pending for disposal.
|
5.19
|
5.19
|
t) Pending litigation at different forums of Service Tax in the state of Gujarat for 2011-12 and 2017-18 (up to June 2017) in the matters relating to refund of
Service Tax against exports and service tax paid on outward goods transport agency services amounting to H 1.30 Crore against which H 0.74 Crore paid
under protest through reversal of Input Tax Credit.
|
1.30
|
1.30
|
Matter related to Demand raised under Income Tax Act
|
|
|
u) The assessment was completed for AY 2007-08 u/s 143(3) read with section 263 of the Income Tax Act, 1961 and Assessing Officer disallowed certain expenditure
and made addition in taxable income of H 7 Crore. A demand was raised of H 1.38 Crore. Further, in another matter assessment order received for AY 2008-09 in
case of Acalmar Oils & Fats Ltd (later on merged with the Company) in which loss on commodity derivative contracts was disallowed and a demand of H 2.23 Crore was raised. The Company has received favorable orders from Commissioner (Appeals) and ITAT on appeal filed by the Company and the Department
respectively. As at reporting date the department had filed an appeal with the Hon'ble High Court against the ITAT Order and which is yet to be adjudicated.
The Company has also deposited H 1.55 Crore under protest during the appellate process.
|
3.61
|
3.61
|
v) Assessment completed for AY 2007-08, 2009-10, 2013-14 to 2018-19 u/s 143(3) and the Company has received demand of H 11.15 Crore on account of disallowances of expenditure u/s 14A as well as other expenditure by the Assessing officer under the provisions of the Income Tax Act, 1961.
The Company has already received favorable orders from Commissioner (Appeals), Income Tax Appellate Tribunal, Ahmedabad (ITAT) and the Hon'ble High Court of Gujarat under appeals filed by the Company or the Income Tax Department against the assessment order passed by the Assessing Officer for the assessment years stated above. Department have filed an appeal with the Hon'ble Supreme Court against the order passed by the Hon'ble High Court of Gujarat in AY.2013-14 to 2015-16 which is yet to be adjudicated. Appeals filed by the department for AY 2007-08 and 2016-17 on the same matter pending with the ITAT and for AY 2009-10, 2017-19 and 2018-19 pending with Commissioner Appeals. The Department has also adjusted tax refund of H 2.60 Crore claimed by the Company for various years which has been adjusted against the various demands.
|
11.15
|
11.15
|
|
|
(H in Crore)
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
w) Based on order processed u/s 143(1) of the Income Tax Act, 1961 for Assessment Years 2017-18, 2019-20 and 2020-21 the department raised demand for H 0.17 Crore (gross of amount deposited under protest H 0.13 Crore) on disallowances of various expenditures. For AY 2017-18, the appeal filed by the Company with
Commissioner (Appeals) which was decided in favor of the Company and the Company is awaiting appeal effect order from the authority. For AY 2019-20
and 2020-21, the Company has filed appeal with ITAT and Assessing Officer respectively.
Also, an order passed by the Assessing officer u/s 115WE(3) pertaining to AY 2006-07 and 2007-08 on various matters related Fringe Benefit Tax assessment and department raised demand of H 0.37 Crore. The Company has filed appeal with Income Tax Appellate Tribunal (ITAT) and paid H 0.20 Crore under protest
and ITAT has allowed the appeal filed by the Company.
|
0.55
|
0.55
|
x) The company has received u/s 143(3) of the Income Tax Act, 1961 for A Y
2020-21 from National Faceless Assessment Center (NFAC). Assessing Officer disallowed certain expenditure and made addition in taxable income of H 6.47
Crore. A demand was raised of H 3.39 Crore. The company has filed an appeal before CIT(A) and awaiting adjudication of the same.
|
3.39
|
|
|
116.26
|
130.33
|
Notes :
i) The management believes, on the basis of legal advise from the legal counsels and status of the proceedings of the respective matters, that the ultimate outcome of aforesaid ongoing tax litigations disclosed above will be settled
in Company's favor and has assessed that all above matters are only possible in nature and not probable. The Company do not expect that outflow of economic resources will be required.
ii) In the matter of disputed appeal, wherever the demand amount involve interest and penalty which is not ascertainable the same has not been disclosed above.
iii) The Company has received show cause notices on various matters but didn't receive further demand on such matters. Accordingly, the Company has not disclosed such notices neither as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.
iv) The Company is involved in various legal proceedings including product liability and other regulatory matter
relating to conduct of its business. Based on the advice of the legal counsel, the management has assessed the possible unfavorable outcome of such litigations to be remote and accordingly the same has not been considered as contingent liability.
B) Commitments :
a) Capital Commitments :
(H in Crore)
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
Estimated amount of contract remaining to be executed and not provided
for (net of advance)
|
425.48
|
518.96
|
b) The Company has entered in to definitive agreement with Adani Estate Management Private Limited (AEMPL) on January 10, 2022 for acquisition of immovable property, including land for a provisional consideration of H 200 Crore. As at March 31, 2024 the Company has paid H 110.10 Crore (March 31, 2023 - H 102.44 Crore) as an advance under the terms
of the agreement.
c) Other Commitments :
i) During the earlier years, the Company has imported plant and machinery for their Projects under EPCG Scheme at concessional rate as well as at NIL rate of customs duty by undertaking obligation for export of goods. Out of total Future
Export Obligation, status as at March 31, 2024 is as follows;
a) Export Obligation of H 244.42 Crore (previous year H 174.16 Crore) has been completed and the Company has filed redemption application with the Director General of Foreign Trade (DGFT) with regards to procedural relinquishment of Export obligation.
b) Export Obligation of H 99.33 Crore (previous year H 149.33 Crore) is pending against which duty amount saved
of H 16.55 Crore (previous year H 24.89 Crore) for which export to be made within 6 - 8 years from the EPCG License date along with extended period allowed by the authority i.e. by FY 2023-24, 2024-25 and 2027-28.
ii) For lease and derivatives commitments, refer note 39 and 43 respectively.
Terms and conditions of transactions with related parties :
a) Outstanding balances of related parties at the year-end are unsecured and settlement taken place in cash.
b) Remuneration does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the
basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified. The amounts are not expected to be material.
c) Transaction entered into with related party are made on terms equivalent to those that prevail in arm's length transactions.
d) There have been no guarantees provided or received for any related party receivables or payables.
e) For the year ended March 31, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (previous year Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
f) All above figures are net of taxes wherever applicable.
b) Defined Benefit Obligations (Gratuity):
The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. Vesting occurs on completion of 5 continuous year of services as per Indian Law. However, no vesting condition applies in case of death. The scheme is funded with Life Insurance Corporation of India (LIC) and SBI Life Insurance Company Limited in form of a qualifying insurance policy for future payment of gratuity to the employees.
Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. Current and non current classification has been done based on actuarial valuation report.
viii. Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably
possible changes of the assumptions occurring at the end of the reporting year, while holding all other assumptions constant. The results of sensitivity analysis is given below:
ix. Effect of Plan on Entity's Future Cash Flows
a) Funding arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by
the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.
b) Expected Contribution during the next annual reporting year
The Company's best estimate of Contribution during the next year is H 9.31 Crore (previous year H 11.27 Crore).
c) Maturity Profile of Defined Benefit Obligation
The weighted average duration of the defined benefit plan obligation at the end of the reporting year is 8 years (previous year 5 years). The expected maturity analysis of gratuity benefits is as follows :
x. Risk Exposure and Asset Liability Matching
Through its defined benefit plan of Gratuity, the Company is exposed to its number of risks, viz. asset volatility,
changes in return on assets, inflation risks and life expectancy. The Company has purchased insurance policy, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The Insurance Company, as part of the policy rules, makes payment of all
gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk.
c) Compensated absences/ leaves
Other long term employee benefits comprise of compensated absences/leaves, which are recognised based on actuarial valuation. The actuarial liability for compensated absences as at the year ended 31st March 2024 is H 26.05 Crore
(previous year H 22.95 Crore).
d) In September 2020, the Indian Parliament has approved the Code on Social Security, 2020 ('code') which would impact the contributions by the Compony towards Provident Fund and Gratuity. The Ministry of Labour and Employment
has released draft rules for the Code on Social Security, 2020 on November 13, 2020 which is yet to be notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are notified.
39 Leases As a Lessee
i) Terms & conditions of Lease arrangements :
a) The Company's leasing arrangement are in nature of leases of factory land, warehousing facilities, office premises, plant and equipment and right of way of land. Lease arrangement for warehousing, office premise and plant & equipment are generally for the period ranging from 2 years to 10 years. Lease arrangement for factory land are
generally ranging from 20 - 60 years and right of way of land are for the lease term for the period from 5 - 20 years. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as right-of-use assets and a lease liability. The Company's obligation under its leases are secured by the lessor's title to the leased assets.
b) The lease arrangements have extension / renewal / termination options exercisable by either parties which may make up assessment of lease term uncertain. While determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option considered.
c) Each lease generally impose a restriction that unless there is a contractual right for the Company to sub lease the asset to another party, the right-of-use asset can only be used by the Company. The Company is prohibited from selling or pledging the underlying leased assets as security.
40 Dues to micro and small enterprises
Under the Micro Small and Medium Enterprises Development Act, 2006, (MSMED) which came in to force from 2nd October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with management, outstanding dues to the Micro and Small enterprise as defined in the
MSMED Act, 2006 are disclosed as below.
Nature of CSR Activities -
1) Current year Eradicating Malnutrition and Anemia- Project SuPoshan, Community and Preventive Health, Promoting Education, Sustainable Livelihood and Rural Development, Eradicating hunger and poverty, Healthcare and Sanitation, Environmental Sustainability and Conservation of natural resources and Administrative overheads.
2) Previous year :- Eradicating Malnutrition and anemia- Project SuPoshan, Community and Preventive Health, Sustainable Livelihood and Rural Development, Promoting Education, Administrative Overheads, Sujalam Sufalam Jal Abhiyan, Akshaya Patra Foundation for providing meal to school students, Employment Opportunities, Environmental sustainability through Solvent Extractors Association, Rural Development Projects, Training to promote rural sports and Education and Flood relief.
(i) The fair value of cash and cash equivalents, other bank balances, trade receivables, loans receivable, security deposits given and other financial assets, borrowings, trade payables, trade credits and other financial assets and liabilities approximate their carrying amount largely due to the nature of these instruments. The Company's loans given and borrowings have been contracted at market rates of interest based on its credit rating. Accordingly, the carrying value of such loans approximate fair value.
(ii) The Company has not disclosed fair value of Lease Liability as per Ind AS 107.
(iii) Investment in equity shares of subsidiaries and joint ventures which are carried at cost, net of impairment and hence are not required to be disclosed as per Ind AS 107 "Financial Instruments Disclosures". Hence, the same have
been excluded from the above table.
B) Fair Value Hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:
Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or
in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
Calculation of Fair Values:
The fair values of the financial assets and liabilities are defined as the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the year ended 31st March, 2023. Also, during the year, there were no transfers between Level 1 and Level 2 fair value measurements.
C) Financial Risk Management Objectives and Policies
The company's Financial Risk management is an integral part of how to plan and execute its business strategies. The Company's risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Company's Financial Assets comprises mainly Investments, Loans given, Trade Receivables, Cash and Cash Equivalents, Other Bank Balances, Derivative Assets and Other Assets. The Company's Liabilities comprises mainly Borrowings, Trade Credits, Derivative Liabilities, Trade and other payable.
The Company's business activities are exposed to risks resulting from interest rate movements (Interest rate risk), Commodity price changes (Commodity risk) and exchange rate fluctuation (Currency risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk. The Company's primary focus is to foresee unpredictability of financial market and seek to minimize potential adverse effects on its financial performance. The
Company's senior management oversees the management of these risks.
i) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises four types of risk: Commodity risk, interest rate risk, currency risk and price risk.
Commodity risk
The Company is affected by the price volatility of its key raw materials for production of key finished goods in Edible
Oils, Food & FMCG and Industry Essential products. Prices of key raw materials and finished goods fluctuates is in line with changes in prices of the underlying agriculture commodities and demand / supply factors.
The price of agriculture commodities are subject to fluctuations due to factors such as weather, government policies, change in global demand and production of similar and competitive crops. Financial Assets / Liabilities affected due to commodity price risk are the value of company's open sale and purchase commitments and inventories of
raw materials and finished goods. To the extent that its open sales and purchase commitments do not match at the end of each business day, the company is subjected to price fluctuations in the commodities market.
While the company is exposed to fluctuations in agricultural commodities prices, its policy is to mitigate its risks
arising from such fluctuations by hedging its purchases and inventories either through direct sale of similar commodity or through futures contracts on the commodity exchanges. Further, the Company also enters into firm commitment contract of sale / purchase of commodity to manage overall risk exposure and to compensate against the commodity price risk exposure. The management of the Company takes into consideration both firm commitment and contracts entered on exchanges to mitigate overall risk arising out of commodity price fluctuation.
In the course of hedging its purchases either through direct sale or through futures contracts, the company may also be exposed to the inherent risk associated with trading activities conducted by its personnel. The Company has a robust framework and governance mechanism in place to ensure the price volatility and minimize the risk exposure.
As at Balance Sheet date, effect of 1 % Increase / (decrease) in the fair market value of commodity prices on
unhedged exposure of physical inventories and open committed commodity contracts, with all other variable held constant would have increase / (decrease) profit before tax as stated below :
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 is exposed to changes in interest rates due to its financing, investing and cash management activities. The risks arising from interest rate movements arise from borrowings
with variable interest rates.
The Company's risk management activities are subject to the management, direction and control of Treasury Team
under the framework of Risk Management Policy for interest rate risk. The treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and mitigated in accordance with the Company's policies and risk objectives.
Currency risk
The company operates internationally and portion of the business is transacted in several currencies and
consequently the company is exposed to foreign exchange risk through its exports sales and purchase of raw materials components and plants & equipments from overseas customers / suppliers in various foreign currencies.
The company evaluates exchange rate exposure arising from foreign currency transactions and company follows established risk management policies including the use of derivatives like foreign exchange forward and future
contracts to hedge exposure to foreign currency risks.
Market Price risk
Market Price risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market prices (other than commodity price, interest or exchange rates).
The Company's exposure to market price risk arising from its investment in mutual funds, other unquoted investment
in equity and preference shares (previous year) and measured in the balance sheet at fair value through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows.
ii) Credit risk
Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and
Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. Credit risk is controlled by analyzing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits.
Other Financial Assets
The Company expose to credit risk exposure in cash and cash equivalent, term deposits with banks, investment in liquid mutual fund, derivatives with banks, commodity exchanges and OTC markets. The credit risk in financial
assets other than trade receivables are managed by the Company's treasury team and trading team in accordance with the Company's risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.
With respect of investments in money market / liquid mutual funds, the Company limits its exposure to credit risk
by investing with counter parties having good credit rating. Further, financial assets are written off when there is no reasonable expectation of recovery such as amount provided for overdue loans and other financial assets on account of increase in credit risk of counter party assessed on a case to case basis.
Also, with respect to derivatives, the Company entered into trade based on credit worthiness of the counter parties. The credit worthiness of such counter parties is evaluated by the management on an on-going basis and is considered to be good.
In respect of credit risk exposure in financial assets other than trade receivables, the Company doesn't expect any losses from non-performance by the counter parties apart from those already provided in financial statement and does not have any risk significant concentration of exposure to specific party, country or industry.
Trade Receivables
Credit risk on receivables is limited as almost majority of credit sales are against security deposits, advances, cheques and guarantees of banks of national standing. Moreover, given the diverse nature of the Company's businesses trade receivables are spread over a number of customers with no significant concentration of credit risk.
Receivables are deemed to be past due or impaired with reference to the Company's normal terms and conditions
of business. These terms and conditions are determined on a case to case basis with reference to the customer's credit quality and prevailing market conditions. Receivables that are classified as 'past due' are those that have not been settled within the terms and conditions that have been agreed with that customer.
The credit quality of the Company's customers is monitored on an ongoing basis and assessed for impairment
where indicators of such impairment exist. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively
seeks to recover the amounts in question and enforce compliance with credit terms.
For credit risk profile of Trade Receivables refer note 10.
iii) Liquidity Risk
Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations on a time associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company's objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through the use of various types of borrowings.
The Company's principle sources of liquidity are cash and cash equivalents, cash flow from operations and available unutilised credit limit sanctioned by the Banks. The Company believes that cash flow from operations and the working capital is sufficient to meet its current requirements and accordingly no liquidity risk is perceived.
D) Capital Management
For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves
attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.
The Company manage its capital structure and makes adjustments in light of changes in economic conditions and requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust return
capital to shareholders or issue of new equity shares. The Company has not distributed any dividend to its shareholders. The Company monitors capital using a gearing ratio, which is Net Debt divided by Total Capital plus Net Debt. Net Debt is defined as long-term and short-term borrowings plus lease liabilities less cash and cash equivalents and other bank balances.
*excluding IPO proceeds which were un-utilised as at year end are temporarily invested in Deposits with scheduled commercial banks and kept in monitoring agency bank account amounting to H 1214.11 Crore (previous year H 1944.45 Crore) (refer note 46) and other earmarked balances of H Nil Crore (previous year H 34.99 Crore)
Management monitors the return on capital, as well as the level of dividends to equity shareholders. 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. There have been no breaches in the financial covenants of any interest bearing loans and borrowings in the current year. No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2024 and 31st March, 2023.
•Excluding un-utilised IPO proceeds as at March 31,2024 and March 31,2023 temporarily invested in Deposits with scheduled
commercial banks and kept in current account with scheduled commercial banks and monitoring agency bank account.
#Total Purchases include Purchase of Raw Materials, Packing Materials and Traded Goods, Changes in Inventories and Purchase of Consumables and Other Services.
46 Issue of shares
During the year ended March 31, 2022, the Company has completed its initial public offer ("IPO") of 15,67,29,745 equity shares
of face value of H 1 each at an issue price of H 230 per share (including share premium of H 229 per share). The Company had received an amount of H 3,506.02 Crore from IPO net of discount offered to eligible employees (employees of Company and other eligible employees as defined in prospectus) of H 4.78 Crore and actual IPO expenses (inclusive of taxes) of H 93.98 Crore (out of which H 86.58 Crore (excluding taxes) adjusted against Securities Premium account as at March 31, 2024)
(provisional IPO expenses of H 128.52 Crore as per prospectus).
During the current year, basis the no due certificates issued by self-certified syndicate banks, all intermediaries including BRLMs and syndicate member banks and on completion of all IPO related expenses, H 6.29 Crore towards excess provision relating to IPO issue expenses have been credited to Securities Premium Account.
Further, the funds from savings in IPO expenses as compared to provisional IPO expenses amounting to H 34.54 Crore has been transferred to General Corporate purpose and accordingly the amount proposed to (unspent) be utilised for General Corporate Purpose stand revised to H 97.12 Crore compared to the original amount of H 62.58 Crore. The Company's Board of
Directors has approved the aforesaid revision in IPO object in their meeting held on August 02, 2023.
Net proceeds which were un-utilised as at March 31, 2024 are temporarily invested in Deposits with scheduled commercial banks and kept in Monitoring Agencies Bank Account and IPO objects payment proposal account with scheduled
commercial banks.
a) Impairment testing of Indefinite life intangible assets ('Brand')
The recoverable amounts of the Cash Generating Unit’s (CGUs) are determined from value-in-use calculations, estimated
as the present value of projected future cash flows. Significant assumptions have been made to estimate the value-in-use, including expectations with respect to sales, royalty rates, gross margins, growth rates, income tax rates and appropriate discount rates, which are based, in part, upon current interest rates adjusted for reasonable country-specific and brand-specific risks based upon the past and anticipated future performance of the respective CGU’s. The assumptions used to assess impairment consider historical trends, macroeconomic conditions, and projections consistent with operating strategy of the Company. The growth rates are based on management’s forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.
The Company prepares its forecasts based on the most recent financial budgets approved by management.
Based on assessment carried out, no impairment was identified in FY 2023-24 (FY 2022-23 : Nil).
Sensitivity Analysis
The Company has performed sensitivity analysis and has concluded that there are no reasonably possible changes to key assumptions that would cause the carrying amount of the CGU to exceed its recoverable amount.
b) Impairment testing of Investment
The Company is carrying Investment of H 179.15 Crore invested in its step down subsidiary Bangladesh Edible Oil Limited (BEOL), located in Bangladesh. The subsidiary has incurred (loss) before tax of H (122.11) Crore and H (45.07) Crore in current year and previous year. As per the management, the key factors contributing for losses in BEOL are primarily due to currency crisis in Bangladesh coupled with government intervention in pricing
of edible oils during the past two years. As at March 31, 2024, the net worth of the BEOL is positive amounting to H 53.66 Crore and in the quarter and year ended March 31, 2024 BEOL has started showing improved results. The management of the subsidiary company expects to have positive outlook and ease of pricing norms by the government authorities in Bangladesh in coming quarters whereby long-term sustainability of the operations is achievable with adequate cash flows. The Company has undertaken independent assessment about impairment of investment in Bangladesh entities and based on such assessment, the fair market value of aforesaid investments is higher than its carrying value and accordingly does not expect any impairment provision against its investments in BEOL.
The carrying amount of the Company's investments are assessed at the end of each reporting period to determine whether there is any indication that an asset may be impaired. If any such indication exists, then the Company estimates the recoverable amount of the asset. The recoverable amount of the asset is computed as the higher of an asset's or cash generating unit's fair value less costs to sell and its value in use. Such value is derived using valuation techniques (i.e. the Discounted Cash Flow (DCF) model), where future financial performance can be reliably estimated or management's best estimate of the estimated fair value of the carrying value of assets and liabilities. The inputs to the Discounted Cash Flow models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Key assumptions on which management has based its determination of recoverable amount includes estimated long term growth rates, weighted average cost of capital etc. Cash flow projections take into account past experience and represent management's best estimate about future developments. The risks in respect of climate-related matters are included as key assumptions where they materially impact the measure of recoverable amount. These assumptions have been included in the cash-flow forecasts in assessing value-in-use amount. The Company had in respect of its investment in Adani Wilmar Pte. Ltd undertaken an impairment assessment. The Management has determined following assumptions for impairment testing of investments:
c The Company has not provided any security / stood guarantees on behalf of any subsidiaries or joint ventures or any third parties covered under Section 186 and accordingly, the disclosure requirements to that extent does not apply to the Company.
d There have been no guarantees provided or received for any related party receivables or payables during the year.
49 During the previous financial year 2022-23, a Short Seller Report ("SSR”) was published in which certain allegations were made on certain Adani Group Companies. In this regard, certain writ petitions were filed with the Hon'ble Supreme Court ("SC”) seeking independent investigation of the allegations in the SSR and the Securities and Exchange Board of India ("SEBI”) also commenced investigating the allegations made in the SSR for any violations of applicable SEBI Regulations.
The SC also constituted an expert committee to investigate and also advice into the various aspects of existing laws and regulations, and also directed the SEBI to consider certain additional aspects in its scope. The Expert Committee submitted its report dated May 06, 2023, finding no regulatory failure. The SEBI also concluded its investigations in twenty-two of the
twenty-four matters as per the status report dated 25th August 2023 to the SC.
The SC by its order dated January 03, 2024, disposed off all matters of appeal in various petitions including separate
independent investigations relating to the allegations in the SSR, and stated that the SEBI should complete the pending two investigations, preferably within 3 months, and take its investigations (including the twenty-two investigations already completed) to their logical conclusion in accordance with law.
During the quarter ended March 31, 2024, the Company has received Show Cause Notice (SCN) from the SEBI relating to validity of Peer Review Certificate (PRC) of predecessor auditor in earlier financial year, which the Company has responded to.
Based on legal advice obtained, management believes that the matter is technical in nature and has no material consequential effects to relevant financial statements, and that there is no material non-compliance of applicable laws and regulations.
Basis the Company's assessment, the SC order and the fact that there are no allegations made in the SSR relating to the Company and there are no pending regulatory or adjudicatory proceedings as of date, except as mentioned above, management
of the Company is confident that these financial statements do not require any reporting adjustments in this regard.
50 Other Notes
a) Other Statutory Information
(i) No proceedings has been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company has not been declared willful defaulter by any bank or financial institution or other lender or
government or any government authority.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company have 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.
(vii) The Company does not have 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;
(viii) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956;
(ix) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017;
(x) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.
(xi) Quarterly returns or statements of current assets filed by the Company are in agreement with the books of accounts.
b) Regulatory Updates :
Recent Pronouncements :
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended 31st March, 2024, MCA has not
notified any new standards or amendments to the existing standards applicable to the Company.
c) Audit Trail :
The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software, except that audit trail feature is not enabled for direct changes to the data for users with the certain privileged access rights to the SAP application and the underlying HANA database. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.
51 Exceptional Items
The State of West Bengal vide Trade Circular dated April 17, 2023 has notified the changes in The West Bengal Sales Tax (Settlement of Dispute) Act, 1999 and The West Bengal Sales Tax (Settlement of Dispute) Rule, 1999 where in the taxpayers
are allowed to settle tax litigations pending with various Commercial Tax authorities.
As per the Scheme, the tax litigation pending under The West Bengal Tax on Entry of Goods into Local Areas Act, 2012 is allowed to be settled by making 50% payment of disputed tax liability thereby waiving off any interest and penalty thereon. During
the year, the Company has opted for the said Settlement Scheme to conclude the tax dispute of H 162.54 Crore (including
interest) pertaining to financial years 2012-13 to 2017-18 and made a payment of H 53.51 Crore to the authority. Amount paid
under the settlement Scheme has been recognised in the Statement of Profit & Loss and disclosed as exceptional item.
52
a) In accordance with the Company's Accounting Policy, management has assessed the designation as Derivative Contracts of certain committed purchase and sales contracts which were open as at March 31, 2024. Accordingly, such purchase and sales contracts of H 3,619.70 Crore and H 2,090.78 Crore respectively, having net unrealised mark-to-market gain of H 198.47 Crore as at March 31, 2024 have been designated as own use contracts to be settled and accounted at time of
physical deliveries.
b) The Company enters into various commodity derivative instruments to manage its exposure to risk associated with commodity prices fluctuations. Accordingly, net impact of realised and unrealized (gain) / loss on these derivatives has been reclassified under 'Other Expenses/ Other Income', as appropriate, under the nomenclature 'Commodity Derivative (gain) / loss (net)' for better presentation and disclosure in terms of requirement of Ind AS 1 'Presentation of Financial Statements'. The loss / (gain) for the year end and previous year end is H 355.21 Crore and H (702.55) Crore respectively. Due to such reclassification, there is no impact on net profits for the current financial year and previous financial year.
53 According to the management's evaluation of events subsequent to the balance sheet date, there were no significant adjusting events that occurred other than those disclosed / given effect to, in these financial statements as of May 01, 2024.
54 Approval of Financial Statements
The financial statements of the Company for the year ended 31st March, 2024 were approved for issue in accordance with a resolution of the directors on May 01, 2024.
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