X. Provisions, Contingent Liabilities and Contingent Assets:
The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are neither recognised nor disclosed in standalone financial statements.
XI. Leases:
Lease, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset during the lease term, are classified as operating leases. Lease payments under operating lease are recognised as an expense in the profit and loss account on a straight-line basis over the lease term, considering the renewal terms, if appropriate.
XII. Earnings Per Share (EPS):
Basic EPS is computed using the weighted average number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year-end, except where the results would be anti-dilutive.
XIII. Cash and Cash Equivalents:
Cash and Cash Equivalents comprises Cash-in-Hand, Short term Deposits and Balance in Current Accounts with Banks. Cash equivalents are short -term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
XIV. Amalgamation:
Based on the satisfaction of conditions given in Accounting Standard 14, Company accounts for amalgamation transactions using either of the following two methods:
(a) the pooling of interests method; or
(b) the purchase method.
Under the pooling of interests method, the assets, liabilities and reserves of the transferor Company are recorded at their existing carrying amounts, after making adjustments to adopt uniform accounting policies. Difference between net assets and purchase consideration is adjusted in Reserves and Surplus.
Under the purchase method, the Company accounts for the amalgamation either by incorporating the assets and liabilities at their existing carrying amounts or by allocating the consideration to individual identifiable assets and liabilities of the transferor Company on the basis of their fair values at the date of amalgamation. The identifiable assets and liabilities may include assets and liabilities not recorded in the financial statements of the transferor Company Difference between net assets and purchase consideration is recorded as Goodwill or Capital Reserve as the case may be.
XV. Goods and Service Tax:
Goods and service tax is accounted for in the books of accounts in accordance with the provisions of the goods and service tax law for the time being in force, and the liability or the credits are accordingly disclosed in the financial information.
XVI. Events occurring after the Reporting Date:
Adjusting events (that provides evidence of condition that existed at the balance sheet date) occurring after the balance sheet date are recognized in the standalone financial statements. Material non adjusting events (that are inductive of conditions that arose subsequent to the balance sheet date) occurring after the balance sheet date are disclosed in the Board's Report.
XVII. General:
Any other accounting policy not specifically referred to are consistent with generally accepted accounting principles.
(i) The term loan is secured by hypothecation of entire Movable and Immovable Machineries, Equipment, Electrical Installations, Furniture & Fixtures, Office Equipment and other Movable Fixed Assets of Company.
(ii) The Home Loan is Secured by mortgage of entire building and structures, furniture and fixture and all plant and machinery both present and future of the property situated at Flat No. A/403, C/103, C/104, C/203, C, 204 and C/304, Shilpi Dreams, Bharuch. The said loan was availed by Yamuna Bio Energy Private Limited (YBPL) (Since amalgamated with the Company w.e.f. April 01, 2022). The said loan is still continuing in the name of YBPL (Shilpi Dreams).
(iii) The Tanker Loans are secured against by hypothecation of Tankers purchased out of Bank loan and the same is also Secured by Personal Guarantee of Director of Company i.e. Mr. Gaurang Shah.
(iv) The Tanker Loans are secured against hypothecation of tankers purchased out of Bank Loan.
(v) The Vehicle Loans are Secured by hypothecation of vehicle. The said loan was availed by Yamuna Bio Energy Private Limited (YBPL) (Since amalgamated with the Company w.e.f. April 01, 2022). The loan was availed in the name of Mr. Brij Shah, relative of Directors of the Company. The said loan is still continuing in the aforesaid names.
(vi) The Term Loan was secured against hypothecation of Shed, Fabrications, Machineries and other Assets purchased and created out of Bank Finance. Term Loan was also secured by Personal Guarantee of three Directors of the Company i.e.
Mr. Gaurang Shah, Mrs. Bhavini Shah and Mrs. Dhruti Shah and other individual Mr. Hemant Patel. (Since fully repaid during the financial year 2023-24).
(vii) The WCTL Loan was secured by Second Charge on existing Credit facilities in terms of Cash flows (including repayments). WCTL was also secured by Personal Guarantee of three Directors of the Company i.e. Mr. Gaurang Shah, Mrs. Bhavini Shah and Mrs. Dhruti Shah and other individual Mr. Hemant Patel. (Since fully repaid during the financial year 2023-24).
(viii) The Loan from Hinduja Leyland Finance Limited is in the nature of "Loan against Property (LAP)", which is secured against security of immovable properties situated at Flat No. A/403, C/103, C/104, C/203, C, 204 and C/304, Shilpi Dreams, Bharuch owned by erstwhile YBPL.
(ix) The Term Loan under BGCEL facility is secured by hypothecation of machinery, equipment and other movable fixed assets of the firm situated at Survey No 69, Padgol, Petlad, Dist. Anand. The said loan was availed by Yamuna Bio Energy Private Limited (YBPL) (Since amalgamated with the Company w.e.f. April 01, 2022). The said loan is still continuing in the name of YBPL.
(x) The unsecured loans from directors are non-interest bearing and not repayable within twelve months from the end of financial year.
6.2 The Company has used the borrowings from banks and
financial institutions for the specific purpose for which it was
taken at the balance sheet date.
6.4 The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.
6.5 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 (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
6.6 The Company has not received any fund from any person or entity, including Foreign entities (Funding Party), with the understanding that the Company shall (i) directly or indirectly lend or invest in other person or entities (Ultimate Beneficiary) by or on behalf of Funding Party; or (ii) provides any guarantee or security on behalf of the Ultimate Beneficiary.
9.1 Cash Credit Facility availed from Bank of Baroda is repayable on demand and is secured by way of hypothecation of stocks book debts upto 90 days.
9.2 Cash Credit Facility availed from Indian Overseas Bank on demand and is secured by way of hypothecation of stocks book debts upto 90 days. Cash Credit Facility is also secured by Personal Guarantee of three Directors of the Company i.e. Mr. Gaurang Shah, Mrs. Bhavini Shah and Mrs. Dhruti Shah and other individual Mr. Hemant Patel.
9.3 Bill discounting Facilities is secured against letter of bills purchase undertaking (LDOC-30), letter of pledge of govt. securities (LDOC-11) and demand/usance documentary bills having tenure no exceeding-45 days, accompanied by all dispatch documents evidencing genuine sale of good via. invoice, bill of exchange, transport operator/railway receipt or accepted delivery challans/e-bills.
34.2 Reasons for Variance more than 25%:
1) During the year, the Company has availed loans and as a result there is change in to Debt Service Coverage Ratio.
2) During the year, the Company has issued new equity share and as a result there is a change in Return on Equity Ratio.
3) There is increase in average outstanding trade receivable as well as turnover during the year and as a result there is a change in Trade Receivables Turnover.
4) In Financial Year 2023-24 & 2022-23 there is no outstanding trade payable in books of accounts hence this ratio is reduced to Nil.
5) There is increase in turnover as well as average working capital during the year and as a result there is a change in Net Capital Turnover Ratio.
6) There is increase in cost of material consumed and depreciation during the year and as a result there is decrease in Net Profit Ratio.
7) There is increase in interest income during the year and as a result there is increase in Return on Investment Ratio.
42. The Company has not granted any Loans or Advances in the nature of loans to Promoters, Directors, KM P's and related parties which are repayable on demand or given without specifying terms or period of repayment.
43. The Company does not hold any Benami Property under the Benami Transactions (Prohibition) Act, 1988.
44. The Company has not entered into any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
45. The Company has not made any Investment in violation to the provisions related to number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017
46. The Company has not traded or invested in Crypto Currency or Virtual Currency.
47. The Company has no such transactions that are 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.
48. The Board of Directors at its meeting held on August 10, 2022, approved a Scheme of Amalgamation ("Scheme") for amalgamation of Yamuna Bio Energy Private Limited ("YBPL") with Kotyark Industries Limited ("KIL/Company"), and their respective shareholders and creditors, under Section 230 to 232 of the Companies Act, 2013 and other applicable laws including the
rules and regulations. The Scheme was approved by shareholders at the National Company Law Tribunal (NCLT) convened meeting of shareholders of the Company held on June 09, 2023. The NCLT, in accordance with Sections 230 to 232 of the Companies Act, 2013 and rules thereunder, vide its order Dated December 12, 2023 Sanctioned the Scheme. Upon receipt of all requisite approvals, the Company has filed form INC 28 Registrar of Companies on December 26, 2023 and accordingly the scheme became effective on December 26, 2023. As per Scheme, the appointed date for amalgamation is April 01, 2022. The results for the half year/period ended on March 31, 2023 include the operations of YBPL and figures of corresponding previous periods are restated to include operations of YBPL w.e.f, effective date i.e. April 01, 2022. Figures related to YBPL, which are included in restated figures for the half year ended September 30, 2023, and year ended March 31, 2023 are not reviewed by the Auditors.
The amalgamation has been accounted under the 'pooling of interest' method as prescribed in AS-14 "Accounting for amalgamation" ("AS-14"). Outstanding balances between YBPL and KIL were Eliminated as on April 01, 2022. All the assets and liabilities of YBPL have been recognised by the Company at their carrying amounts as on that date except for adjustments to bring about uniformity of accounting policies as required under AS-14. The share capital of ' 90.92 Lakhs issued by the Company as consideration pursuant to the Scheme, has been adjusted against the corresponding Share Capital of YBPL of ' 649.44 Lakhs and the difference has been adjusted to Retained Earnings. Consequently, the Company has recognized a credit balance of ' 558.52 Lakhs in the Retained Earnings as a result of all these adjustments.
Consequent upon amalgamation become effective, the authorised share capital of the YBPL shall be added to that of KIL. In terms of Scheme the Company has issued and allotted 9,09,216 equity shares to the shareholders of YBPL as on February 23, 2024, being the record date fixed by the board of directors as per the scheme, in accordance with the share exchange ratio i.e. 14 equity shares of face value of ' 10/- each of the KIL for every 100 equity shares of face value of ' 10/- each of YBPL.
49. In the opinion of the Board, assets such as loans and advances, trade receivables and other current and non-current assets do not have a value on realisation in the ordinary course of business lesser than the amount at which they are stated.
50. Previous year's figures have been regrouped/reclassified, where necessary, to confirm to current year's presentation.
Signatories to Note 1 to 50
As per our report of even date attached
For Manubhai & Shah LLP For and on behalf of Board
Chartered Accountants Kotyark industries Limited
ICAI Firm Reg. No.: 106041W/W100136
(J. D. Shah) Gaurang Shah Dhruti Shah
Partner Chairman and Managing Director Whole-Time Director
Membership No.: 100116 DIN: 03502841 DIN: 07664924
Amish D Shah Bhavesh Nagar
Chief Financial Officer Company Secretary
Place: Ahmedabad Place: Vadodara
Date: May 17, 2024 Date: May 17, 2024
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