(a) During the year ended 31 March 2024, the company acquired Nurture Well LLC , Sharjah, United Arab Emirates,registered with Sharjah Media City-Free Zone Authority (a Wholly Owned Subsidiary)) on 30th May, 2023. The said foreign subsidiary , have been transferred to M/s Nurture Well Foods Private Limited (a wholly owned subsidiary of the company) at cost and accordingly foreign subsidiary has become step-down subsidiary of the company .
(b) The Board of Directors of the Company on May 5, 2023 had approved acquisition of up to 50,000 equity shares of Nurture Well Foods Private Limited (a wholly owned subsidiary of the company) for a total purchase consideration of Rs. 0.05 crores at a price of INR 10 per equity share. Nurture Well Foods private Limited acquired a running plant of biscuit manufacturing during the year. Further the board of directors of the company approved the further acquisition of 12,500 equity shares for a total consideration of Rs. 74.95 crores during the year through conversion of loan on 26 march 2024.
(c) Other investments represents the loan granted to Nurturewell Foods Private Limited which is convertible into equity at the option of the Company.
(c) The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share. The holders of Equity Shares are entitled to receive dividends as declared from time to time. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(f) During the year, the Company has issued and allotted 33,22,441 equity shares, of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 170 per share, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 100% of the issue price (i.e. Rs. 170 per share) as share subscription money on date of allotment i.e. 19 September 2023. As a result of such allotment, the paid-up equity share capital of the Company has increased by 33,22,441 equity shares of face value of Rs. 10 each.
(g) During the year, the Company has issued and allotted 24,43,000 share warrants, each convertible into one equity share of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 170 per warrant, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 25% of the issue price (i.e. Rs. 42.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs. 127.50 per warrant) shall be payable within 18 months from the date of allotment i.e. 19 September 2023, at the time of exercising the option to apply for fully paid-up equity share of Rs. 10 each of the Company, against each warrant held by the warrant holder
Subsequently, the Company upon receipt of balance 75% of the issue price (i.e., Rs. 127.50 per warrant) for 1,00,000 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder. As a result of such allotment, the paid-up equity share capital of the Company has increased by 1,00,000 equity shares of face value of Rs. 10 each. For the remaining 23,43,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.
(h) During the year, the Company has further issued and allotted 20,50,000 share warrants, each convertible into one equity share of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 366 per warrant, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 25% of the issue price (i.e. Rs. 91.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs. 274.50 per warrant) shall be payable within 18 months from the date of allotment i.e.9 January 2024, at the time of exercising the option to apply for fully paid-up equity share of Rs. 10 each of the Company, against each warrant held by the warrant holder
Subsequently, the Company upon receipt of balance 75% of the issue price (i.e., Rs. 274.50 per warrant) for 13,75,000 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder. As a result of such allotment, the paid-up equity share capital of the Company has increased by 13,75,000 equity shares of face value of Rs. 10 each. For the remaining 6,75,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.
Note: 26 - Contingent Liability & Capital Commitments
a) Contingent Liability
Disputed amount of Rs. 19,32,805 regarding interest on income tax for assessment year of 1995-96 to 1997-98 under Income Tax Act,1961
b) Company do not have any Capital Commitments for the year under review.
Note: 27 - Segment Reporting
In the context of reporting business / geographical segment as required by lnd AS 108 - "Operating Segments", the Company's operations comprise of mainly one business segment -Trading of Food Products . Hence, there is no reportable segment as per Ind AS 108.
Note : 28 Employee Benefits
As all employees on roll of the company are recruited only during the year and also the establishment cost is not material , the company does not see any material gratuity liability in immediate future. Accordingly the company has not carried out actuarial valuation at balance sheet date.
Employer Contribution to Provident Fund and ESI are charged to Profit and Loss account.
Note: 30 - 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 does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not received any fund from any persons or entities, 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 (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) The Company has not advanced or loaned or invested funds to any other persons or entities, 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 have not 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 borrowings obtained by the company form banks and financial institutions have been applied for the purposes for which such loans were taken.
(ix) The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(x) The Company has not revalued its Property, plant and equipment (including right-of-use assets) or intangible assets or both during the current and previous year.
(xi) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with Companies (Restriction of number of layers ) Rules 2017
Note: 31
There is no significant event after the reporting date that require disclosure in these financial statements.
Note: 32
The provision of Section 135 of the Companies Act 2013, is not applicable to the Company for the year as Profits of the company are below limits.
Note: 33
Trade Payables, Trade Receivables, Short Term Loans and Advances are subject to confirmation/reconciliation. Further, in the opinion of Board, any of the assets other than fixed assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.
Note: 34
Foreign Exchange earnings US$ 9,23,779 (Rs. 7.67 crores) , Foreign Exchange outgo during the year is US$ 9,19,648 (Rs. 7.64 crores). In previous year, Foreign Exchange were nil .
Note: 35 - Financial Risk Management
In the course of its business, the Company is exposed to market risk. This note presents the Company’s objectives, policies and processes for managing its financial risk.
(I) Market Risk
(a) Interest rate risk
Interest rate risk refers to risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market interest rates. There are no significant borrowings as at the balance sheet date
(b) Price risk
Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is not exposed to the price risk mainly from investment in equity instruments.
(c) Foreign currency risk
Foreign currency risk refers to risk that the fair value of future cash flows of an exposure may fluctuate due to change in the foreign exchange rates. The Company is exposed to foreign currency risk arising out of transactions in foreign currency. Foreign exchange risks are managed in accordance with Company's established policy for foreign exchange management.
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