c) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity share having a par value of ' 2 per share. Each holder of equity share is entitled to one vote per share. The final dividend, if any, proposed by Board of Directors is subject to approval by the Shareholders. All shares rank pari passu on repayment of capital in the event of liquidation. Dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except interim dividend.
d) Shares reserved for issue under "Employees Stock Option Scheme 2015 (ESOS 2015)"
The Company had reserved issuance of 220,000 Equity shares having face value of ' 2 each (31 March 2023: 220,000) for offering to eligible employees of the Company under AETL Employees Stock Option Scheme 2015 (ESOS 2015) . The option would vest on graded basis over a maximum period of 4 years or such other period as may be decided by the Employees Stock Compensation Committee from the date of grant based on specific criteria. (refer note 44).
e) Shares reserved for issue under "Employees Stock Option Scheme 2022 (ESOS 2022)"
The Company had reserved issuance of 576,000 Equity shares having face value of ' 2 each for offering to eligible employees of the Company under AETL Employees Stock Option Scheme 2022 (ESOS 2022). The option would vest on graded basis over a maximum period of 6 years or such other period as may be decided by the Employees Stock Compensation Committee from the date of grant based on specific criteria. (refer note 44A)
Nature and purpose of reserves Capital reserve
The reserve comprises of profits/gains of capital nature earned by the Company and credited directly to such reserve. Securities premium
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
General reserve
General reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss. The Company can use this reserve for payment of dividend and issue of fully paid up and not paid up bonus shares.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax assets.
Given that the Company does not have any intention to dispose investments in subsidiaries in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.
a) Details of security for each type of borrowings as at 31 March 2023
Loans repayable on demand from Banks (Working Capital loans) are secured by first pari passu charge on all existing and future current assets of the Company.
b) Terms of loans repayable on demand
(i) Cash Credit from bank as at 31 March 2024: Rs Nil (31 March 2023: ' 0.07) carries an interest rate of 9% to 11%.
The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2024 has been made in the standalone financial statements based on information received and available with the Company.
EM EMPLOYEE BENEFITS
The Group contributes to the following post-employment plans in India.
(A) Defined Contribution Plans:
The Company makes contributions towards provident fund and superannuation fund which are in the nature of defined contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.
The Company recognised ' 16.62 million for the year ended 31 March 2024 (31 March 2023: ' 14.56 million) towards provident fund and employee deposit linked insurance contribution and ' 3.49 million for the year ended 31 March 2024 (31 March 2023: ' 3.48 million) towards super-annuation fund contribution in the Statement of Profit and Loss.
The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
(B) Defined Benefit Plan:
The Company provides for gratuity benefit, which is defined benefit plans, covering all its eligible employees. The Company has taken a Group Gratuity for its employees with the Life Insurance Corporation of India (LIC). Under gratuity policy, the eligible employees are entitled to receive gratuity payments upon their resignation or death (subject to completion of 4.5 years of employment) in lumpsum after deduction of necessary taxes.
The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at 31 March 2024. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:
The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.
(b) The Weighted average incremental borrowing rate of 9.00% p.a. for local currency borrowings has been applied for measuring the lease liability at the date of initial application.
(c) The Company incurred ' 12.07 million for the year ended 31 March 2024 (31 March 2023: ' 10.65 million) towards expenses relating to leases. Lease rent incurred not falling under the scope of Ind AS 116 amounted to ' 2.00 million for the year ended 31 March 2024 (31 March 2023: ' 1.68 million). (refer Note 36).
(d) Total cash outflow for leases for year ended 31 March 2024 is ' 9.44 million (31 March 23: ' 7.81 million).
(e) General Description of leasing agreements:
- Leased Assets: Office
- Future Lease rentals are determined on the basis of agreed terms.
- At the expiry of lease terms, the Company has an option to return the assets or extend the term by giving notice in writing.
- Lease agreements are generally cancellable and are renewable by mutual consent on mutually agreed terms.
(f) Please refer note 7 for carrying value of Right of Use Assets for the year ended 31 March 2024
EM SEGMENT REPORTING Basis of segmentation
Segments are identified based on the manner in which the Company’s Chief Operating Decision Maker ('CODM’) decides about resource allocation and reviews performance.
The Company has identified that it operates only in one business segment viz. 'manufacturing and sales of enzymes’ and hence no separate information for primary segment wise disclosure is required.
Gegraphic information
The geographic information analyses the Company’s revenues and non-current assets by the Company’s country of domicile and other countries. In presenting geographic information, segment revenue has been based on the selling location in relation to sales to customers and segment assets are based on geographical location of assets.
Major customer
Revenue from a customer i.e. a subsidiary based in U.S.A. is ' 456.40 million is in excess of 10% of the Company’s revenue for the year (31 March 2023: ' 379.91 million from a subsidiary based in U.S.A) (Refer note 43 for related party disclosures).
EM EARNINGS PER SHARE (EPS)
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.
WGM FINANCIAL INSTRUMENTS
1. Financial instruments - Fair values and risk management
A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if their carrying amount is a reasonable approximation of fair value.
B. Measurement of fair values
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 their 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 assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range.
C. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk ;
• Liquidity risk ; and
• Market risk
i. Risk management framework
At 31 March 2024, the carrying amount of the Company’s most significant customer accounted for ' 167.44 million (31 March 2023 - ' 84.33 million) Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as follows:
Expected credit loss assessment for customers as at 31 March 2023 and 31 March 2024
The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available press information etc.) and applying experienced credit judgement.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed 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. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.
Trade and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
The impairment loss at 31 March 2024 and 31 March 2023 related to certain customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
Cash and cash equivalents
The Company held cash and cash equivalents of ' 14.95 million at 31 March 2024 (31 March 2023: ' 94.49 million). The cash and cash equivalents are held with bank and financial institution counterparties with good credit ratings.
Derivatives
There are no derivatives contracts outstanding as on 31 March 2024.
Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from nonperformance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks. Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company has obtained fund and non-fund based working capital lines from various banks. The Company invests its surplus funds in bank fixed deposit and mutual funds which carry no/low mark-to-market risks. The Company monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.
Exposure to liquidity risk:
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted except in case of lease liabilities where the amounts are mentioned on discounted basis, and include estimated interest payments:
iv. Market risk
Sensitivity analysis
A reasonably possible strengthening / (weakening) of the Indian Rupee against US dollars and Euros at March 31 would have affected the measurement of financial instruments denominated in US dollars and Euros and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.
Currency risk
The Company is exposed to currency risk on account of its operations in other countries. The functional currency of the Company is Indian Rupee. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Consequently, the Company uses derivative instruments, i.e. foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange rates in respect of its highly probable forecasted transactions and recognized assets and liabilities.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
Company's interest rate risk arises from borrowings. Borrowings issued at fixed rates exposes to fair value interest rate risk. The interest rate profile of the Company's interestbearing financial instruments as reported to the management of the Company is as follows.
loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable-rate instruments
The risk estimates provided assume a change of 25 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarised above. This calculation assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date assuming that all other variables, in particular foreign currency exchange rates, remain constant. The period end balances are not necessarily representative of the average debt outstanding during the period.
WM EMPLOYEE SHARE-BASED PAYMENT PLANS a) Description of share-based payment arrangements:
As at 31 March 2024, the Company has the following share-based payment arrangements for employees.
'AETL Employee Stock Option Scheme 2015'- ("AETL ESOS 2015”)
AETL ESOS 2015 (amended) provides for the grant of 44,000 stock options to specified employees on 15 February 2017. The AETL ESOS 2015 had been formulated by Board of Directors which was further adopted by Nomination and Remuneration committee and recommended further changes to AETL ESOS 2015. The Shareholders approved the amended scheme on 15 September 2016. The plan entitles specified employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. As per the plan, holders of vested options are entitled to purchase one equity share of face value of ' 10 each for every option at an exercise price of ' 300.
220,000 Equity Shares of Face Value of ' 2 each (31 March 2023: 220,000) are reserved for issue under AETL Employee Stock Option Scheme 2015 (AETL ESOS-2015)
b) Measurement of fair value :
The fair values are measured based on the Black-Scholes-option valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.
The inputs used in the measurement of the fair values at grant date and measurement date of the stock options were as follows.
QQQ EMPLOYEE SHARE-BASED PAYMENT PLANS a) Description of share-based payment arrangements:
As at 31 March 2024, the Company has the following share-based payment arrangements for employees.
'AETL Employee Stock Option Scheme 2022'- ("AETL ESOS 2022")
AETL ESOS 2022 provides for the grant of 576,000 stock options to specified employees on 12 August 2023. The AETL ESOS 2022 had been formulated by Board of Directors which was further adopted by Nomination and Remuneration committee. The Shareholders approved scheme on 19 August 2022. The plan entitles specified employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. As per the plan, holders of vested options are entitled to purchase one equity share of face value of ' 2 each for every option as per the scheme.
576,000 Equity Shares of Face Value of ' 2 each are reserved for issue under AETL Employee Stock Option Scheme 2022 (AETL ESOS-2022)
*The Committee of Corporate Social Responsibility had approved the budget of ' 15.59 million (31 March 2023: 15.52 million), the Company contributes to the various projects undertaken by various organisations. During the year the amount spent is ' 11.28 million (31 March 2023: ' 3.20 million) on the ongoing projects. The Company has deposited the balance unspent amount of ' 4.31 million (31 March 2023: ' 12.32 million) in a separate bank account.
| ACQUISITION OF ADDITIONAL STAKE IN JC BIOTECH PRIVATE LIMITED
On 3 January 2023, the Company has acquired additional stake of 4.83% in its subsidiary JC Biotech Private Limited for a consideration of ' 68.00 million. Post this additional acquisition the Company holds 89.83% stake in the subsidiary. Further on 5 March 2024, the Company has acquired additional stake of 5.89% in its subsidiary JC Biotech Private Limited for a consideration of ' 56.07 million. Post this additional acquisition the Company holds 95.72% stake in the subsidiary.
| PROPOSED DIVIDEND
The Board of Directors recommended a final dividend for the financial year 2023-24 of ' 1.10/- (31 March 2023: ' 1.00) per equity share of the face value of ' 2/- each, and the same will be paid after approval of shareholders in the Annual General Meeting of the Company.
| ACQUISITION OF 50% STAKE IN SAIGANESH ENZYTECH SOLUTIONS PRIVATE LIMITED ("SESPL")
On 3 January 2023, the Company completed the acquisition of 50% of the paid up equity share capital in Saiganesh Enzytech Solutions Private Limited ('SESPL') for a total consideration of ' 59.97 million. SESPL is primarily engaged into extracting Latex from papaya, purifying and providing finish papain enzyme in liquid form (agriculture extraction of Papain enzyme).
| IMPAIRMENT OF INVESTMENT IN ADVANCED ENZYMES TECHNOLOGIES B.V.
The Company has carried out fair value assessment of its investment in Advanced Enzymes Europe B.V. (AEEBV) after considering past business performance, prevailing business conditions and revised expectations of its future performance and this assessment has resulted in impairment loss of ' 189.48 million of investment in the subsidiary.
| CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
|
|
31 March 2024
|
31 March 2023
|
Contingent liabilities
|
|
|
Pertains to income tax demand/ matters on account of deductions/ disallowances for earlier years, pending for appeals consequent to order passed against the Company/ demands raised by the Department under Income Tax Act, 1961. Amount paid and adjusted there against and included under Income tax asset ' 129.52 million (31 March 2023: ' 104.35 million).
|
25.92
|
25.24
|
Pertains to Excise Duty and Service Tax demand raised by Commissioner of Central Excise, Customs and Service tax on account of inadmissible CENVAT credit, incorrect product classification and service tax levy on directors' remuneration for various periods. Amount paid there against and included under note 19 'Other current assets'.
|
27.58
|
27.58
|
The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshni Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the sC for disposal.
In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts. Accordingly, this has been disclosed as a Contingent liability in the financial statements.
|
|
|
|
53.50
|
52.82
|
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its standalone financial statements. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect of the Company’s results of operations or financial condition.
|
|
31 March 2024
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31 March 2023
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Commitments
|
|
|
Estimated amount of commitments remaining to be executed
|
|
|
- Capital (net of advances)
|
123.81
|
84.07
|
|
123.81
|
84.07
|
I THE CODE ON SOCIAL SECURITY 2020
The Code on Social Security 2020 ('the Code’) relating to employee benefits, during the employment and postemployment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. Based on a preliminary assessment, the Company believes the impact of the change will not be significant.
Maximum amount outstanding during the year is ' 245.95 million (31 March 2023: ' 245.95 million) as per additional disclosures pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
1 CONVERSION OF LOAN TO ADVANCED ENZYMES EUROPE B.V. ('AEEBV') INTO EQUITY
Effective date 7 April 2023, loan given by the Company to Advanced Enzymes Europe B.V. (AEEBV) including the outstanding interest aggregating to ' 329 million got converted into 2,276,837 fully paid up equity shares. The value per equity share is EUR 1.63 and the face value of EUR 1 per share. Pursuant to this conversion, the Company now holds 4,276,837 equity share of AEEBV and the Company continues to be 100% shareholder of AEEBV.
EM VOLUNTARY STRIKE OFF OF ADVANCED ENZYMES MALAYSIA SDN. BHD. ('AEM')
Effective 8 November 2023, the wholly owned subsidiary AEM was struck off on 8 November 2023 after approval from Registrar of Companies, Malaysia , and status of AEM is now appearing as 'Dissolved’. Consequently, AEM ceases to be the subsidiary of the Company. The Company has written off its investment in equity share capital and loan given by the Company to AEM along with interest receivable and corresponding provision created against investment, loan and interest receivable is also released. There is no impact on the profitability of the Company in the current year.
EM OTHER STATUTORY INFORMATION
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(v) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(vi) The Company has 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 persons 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"
(vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."
(viii) 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.
60 Previous year amounts have been regrouped / reclassified wherever necessary.
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