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Company Information

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KSE LTD.

20 December 2024 | 12:00

Industry >> Animal/Shrimp Feed

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ISIN No INE953E01014 BSE Code / NSE Code 519421 / KSE Book Value (Rs.) 702.62 Face Value 10.00
Bookclosure 03/09/2024 52Week High 2990 EPS 55.03 P/E 44.35
Market Cap. 780.98 Cr. 52Week Low 1550 P/BV / Div Yield (%) 3.47 / 1.23 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

Note 8.1 See Note 1.20 for method of valuation of inventories.

Note 8.2 Raw materials include goods in transit amounting to ? 61.25 lakhs (previous year - ? 75.52 lakhs).

Note 8.3 During the current financial year, the inventory of solvent extracted coconut oil is valued at cost. During the previous financial year, it was valued at net realisable value being lesser than the production cost. The impact thereof on the inventory as on 31st March, 2023 was ? 30.45 lakhs.

Note 8.4 The closing stock of semi-finished goods for previous financial year represent feed recalled from the market and

remaining in stock as on 31st March, 2023 valued at net realisable cost, subsequently re-utilised for production of feed based on technical advice and marketed.

Note 8.5 See Note 35.4 reporting abnormal loss occurred during the year ended 31st March, 2024.

Note 12.1 Balances with banks include restricted bank balances of f 198.05 lakhs (Previous year f 187.04 lakhs). The restrictions are primarily on account of bank balances held as margin money deposits against guarantees f 14.39 lakhs (Previous year f 6.34 lakhs) and earmarked bank balances for (1) unpaid dividends f 72.66 lakhs (Previous year f 86.38 lakhs) and (2) deposit repayment reserve account f 111.0 (Previous year f 94.32 lakhs).

Note 17.2 Terms/rights, Preferences and Restrictions attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of ? 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in the case of interim dividend, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Board of directors has recommended a final dividend of ? 30 per equity share of ? 10 each, for the year 2023-24, out of retained earnings, subject to approval of shareholders at the ensuing annual general meeting.

In the case of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential claims as provided in the Companies Act, 2013. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note 17.4 There was no fresh issue or buying back of shares in the preceding five years.

Note 17.5 There was neither bonus issue nor any other issue of shares in the preceding five years.

Note 17.6 See Note 35.25 for Shareholding of Promoters.

Note 18.1 The Board of Directors of the company has proposed a final dividend of ? 30 per equity share, which is subject to approval by the shareholders at the ensuing Annual General Meeting. The total proposed final dividend for the year ended 31st March, 2024 amounts to ? 960 lakhs. The Board has also proposed to transfer ? 640 lakhs to General Reserve.

Note 21.1 The cash credit facility of ? 9500.00 lakhs is secured by (1) First Charge by way of hypothecation of all

current assets of the Company and Plant and Machinery of Irinjalakuda and Konikkara Units; and (2) Equitable mortgage of immovable properties of Irinjalakuda and Konikkara Units by deposit of title deeds.

Note 21.2 Public Deposits include deposits accepted from Directors ? 10.00 lakh (Previous year ? 42.87 lakh) on

the same terms and conditions as applicable to other depositors.

35. ADDITIONAL INFORMATION 35.1 Fair Value Measurement

Fair value of the financial instruments is classified in various fair value hierarchies based on the following

three levels: Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities. Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The fair value of trade receivables, trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature.

There were no transfers between Level 1 and Level 2 during the year.

The Company has a well-managed risk management framework, anchored to policies and procedures and internal financial controls aimed at ensuring early identification, evaluation and management of key financial risks (such as liquidity risk, market risk, credit risk and foreign currency risk) that may arise as a consequence of its business operations as well as its investing and financing activities.

Accordingly, the Company's risk management framework has the objective of ensuring that such risks are managed within acceptable risk parameters in a disciplined and consistent manner and in compliance with applicable regulation.

1) Liquidity Risk

Liquidity risk is the risk that the Company will encounter due to difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The company has sound financial strength represented by its aggregate current assets including current investments as against aggregate current liabilities and its strong equity base. In such circumstances, liquidity risk is insignificant.

2) Market Risk

As the Company's overall debt is less compared to its equity, the exposure to interest rate risk from the perspective of Financial Liabilities is negligible. Further, treasury activities, focused on managing investments in debt instruments, are administered under a set of approved policies and procedures guided by the tenets of liquidity, safety and returns. This ensures that investments are only made within acceptable risk parameters after due evaluation. The Company's investments are predominantly held in fixed deposits and debt mutual funds. Fixed deposits are held with highly rated banks and have a short tenure and are not subject to interest rate volatility. The Company also invests in mutual fund under schemes of leading fund houses. Such investments are susceptible to market price risk that arise mainly from changes in interest rate which may impact the return and value of such investments. However, given the relatively short tenure of underlying portfolio of most of the mutual fund schemes in which the Company has invested, such price risk is not significant.

3) Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks and other receivables.

The Company has adopted a policy of only dealing with counterparties that have sufficiently high credit rating. The Company's exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions is reasonably spread amongst the counterparties. Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited because the counterparties are banks and recognized financial institutions with high credit ratings.

For trade receivables, as a practical expedient, the company is accepting advance from customers against sale of goods. Hence credit risk is negligible.

4) Foreign Currency Risk

The Company undertakes transactions denominated in foreign currency (mainly US Dollar) which are subject to the risk of exchange rate fluctuations. Financial assets and liabilities denominated in foreign currency, are also subject to reinstatement risks.

The Company has established risk management policies to hedge the volatility arising from exchange rate fluctuations in respect of firm commitments and highly probable forecast transactions, through foreign exchange forward contracts. The proportion of forecast transactions that are to be hedged is decided based on the size of the forecast transaction and market conditions. As the counterparty for such transactions are highly rated banks, the risk of their non-performance is considered to be insignificant.

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's financial strategy aims to support its strategic priorities and provide adequate capital to its businesses for growth and creation of sustainable stakeholder value. The Company funds its operations through internal accruals. The Company aims at maintaining a strong capital base largely towards supporting the future growth of its businesses as a going concern.

As at 31st March, 2024, the Company has only one class of equity shares. The company is not subject to any externally imposed capital requirements.

35.3

Contingent liabilities and commitments (to the extent not provided for in the accounts)

2023-24

2022-23

f in lakhs

f in lakhs

As on 31.03.2024

As on 31.03.2023

I Contingent Liabilities

a)

Claims against the Company not acknowledged as debts

(i) Goods and Service Tax (GST)

2.13

(ii) Kerala General Sales Tax

25.40

25.40

(iii) Central Sales Tax

(iv) Freight/demurrage demanded by Indian

57.11

Railways

57.11

2.90

(v) ESI

2.90

2.48

(vi) Demand of Fine by BSE Limited

2.48

49.70

b)

Bank Guarantees in favour of KSEB

49.70

139.72

137.59

II Commitments

Estimated amount of contracts remaining to be executed on capital account not provided for

1024.60

966.30

TOTAL

1,164.32

1,103.89

Details in respect of claims against the Company not acknowledged as debts disclosed above are as follows:

(I) Assistant Commissioner of State Tax, SGST Department had raised demand of Rs 2.13 Lakhs for FY 2017-18 on the premises that Company has availed wrong Input Tax Credit amounting to Rs 0.69 Lahs (Rs.0.347 Lakhs CGST Rs.

0.347 Lakhs SGST) vide order dated 22.11.2023. Interest to the tune of Rs 0.75 Lakhs and penalty of Rs 0.69 Lakhs was also demanded in the order. The company has filed appeal against the order on 14.02.2024 and remitted Rs 6,936 as pre deposit. Since there is no fault on the part of the company, company is confident of receiving favourable order in this regard.

(ii) Assistant Commissioner (Assessment), Department of Commercial taxes, Thrissur had issued order demanding ? 25.40 lakhs (including interest ? 12.64 lakhs) for the financial year 2000-01 against sales tax exemption claimed on sale of refined vegetable oil. On appeal, The Deputy Commissioner (Appeals), Ernakulam had issued an order directing the assessing authority to reconsider the matter. The final order from the Assistant Commissioner (Assessment) is not yet received.

(iii) Deputy Commissioner of sales tax, SGST, Special Circle, Thrissur issued an order under CST relating to Assessment year 2015-16 demanding ? 1.63 lakhs. The matter has been settled under amnesty scheme in year 2022-23.

(iv) Southern Railway had raised two demands aggregating to ? 57.11 lakhs on grounds of undercharge due to incorrect classification of deoiled rice bran. The claim has been challenged by the Company before the Hon. High Court of Kerala and the writ petition is still pending before the Court.

(v) (a) Some of the employees of the company had challenged the enhancement of wage limit for coverage of ESI,

before the Hon. High Court of Kerala and the Court had granted stay. The cases were disposed off by the Court in favour of ESI Corporation and Company had remitted contributions of employer and employees.

Subsequently, ESI Corporation demanded interest amounting to ? 1.57 lakhs for delay in payment of contributions relating to the period when the above stay was in operation and ? 0.19 lakh towards employees' contribution in respect of retired/resigned employees during the said period. Company had preferred appeal before the ESI Court, Palakkad which was decided in favour of the Company. Aggrieved by the order, ESI Corporation had filed appeal before the Hon. High Court of Kerala challenging the orders of ESI Court, Palakkad, and the said appeal is still pending.

ESI Corporation had also demanded damages of ? 1.14 lakhs for the delay in remittance of contribution mentioned above and the Company had filed an appeal before the ESI Court, Palakkad which is still pending.

(b) ESI Corporation has issued order demanding ? 1.63 lakhs as interest and ? 0.60 lakh as damages for delay in remittance of contribution on omitted wages for the period from 01.04.1996 to 31.03.2002. ESI Court, Thrissur finally heard the case and set aside the demand and waived the damage demanded and remanded the matter back to the Corporation for reconsideration. As per the direction of ESI Court, ESI Corporation issued order dated 10.10.2022 with a revised demand of ? 1.54 lakhs and the same was remitted. In the meantime, ESI Corporation has filed an appeal before the High Court of Kerala against the order of the ESI Court, which is still pending and hence no contingent liability is shown in this regard.

(vi) (a) The BSE Limited, wherein the shares of the Company are listed, had issued a demand vide their letter dated

03.02.2020, for a fine of ? 2.48 lakhs for non-compliance with Regulations 17 (1) and 19 (1) /19 (2) of SEBI (LODR) Regulations, 2015 dealing with requirements as the composition of the Board including failure to appoint woman director and for non-compliance with the constitution of the Nomination and Remuneration Committee. It has been represented to the BSE Limited in writing that the Company is fully compliant with these regulations and the Company has requested to recall the demand of fine. BSE Limited has not communicated on the said representations till date.

In all the above cases company is legally advised that there is a good chance for full relief and hence no provision is

considered necessary at this stage.

35.4 The exceptional item of Rs 409.54 Lakhs for the year ended 31.03.2024 is net of the exceptional loss of Rs. 413.80 Lakhs, pertaining to the damage of raw materials due to floods in Tamil Nadu (Rs.409.70 Lakhs based on provisional assessment) and transit damage (Rs. 4.10 Lakhs) and the exceptional income of Rs. 4.26 Lakhs (corresponding figure for the year ended 31.03.2023 Rs. 118.47) on account of receipt of insurance claim received in part against the claim lodged during the financial year 2021-22. The company is in the process of lodging claims with the insurance company. The management is confident of recovering the loss from the insurance company in full.

35.5 Balance with Government Authorities under Note 16 includes Goods and Service Tax (GST) which in the opinion of the management is either refundable or eligible for set off against future GST liabilities.

35.6 Certain items of income and expenses have been netted off while reporting and expenses are stated net of recoveries; sale of freezer and contribution received from dealers towards calendar and diaries are netted against Advertisement and Sales promotion, Lay time incentive received in foreign currency is netted against respective purchase account. Cost of tea supplied collected from employees is netted against Staff welfare expenses, bank charges recovered is netted against bank charges paid.

35.7 Stores and spares consumed include cost of materials used for repairs and maintenance.

35.8 In the opinion of the Board, current assets and long-term loans & advances have the value at which they are stated in the Balance Sheet, if realised in the ordinary course of business.

35.9 The company has a system of periodically obtaining and reconciling confirmations of balances with banks, suppliers and customers.

35.10 Other expenses for previous year includes ? 2.12 lakhs provided for the demand of fine by BSE Ltd. for quarter ended 31-032023 for not exactly meeting the proportion of independent directors in the constitution of audit committee as per Regulation 18(1) of SEBI (LODR) Regulations, 2015.

35.11 Acid buff imported by the Company under CTH 23099020 at NIL rate was assessed by the Customs Department at 5% IGST. Accordingly, the company has paid Rs 13.34 Lakhs (Rs 6.70 Lakhs on 09.02.2024 and Rs 6.64 Lakhs on 16.02.2024) under protest and has filed writ petition and the matter is pending before the Hon. High Court of Kerala. The company is hopeful of getting favourable verdict in this regard.

(xiii) Note on key actuarial risks

(a) Actuarial Risk - the risks that benefits costs more than expected. All assumptions used to project the liability cash-flows are source of risk, if actual experience turns out to be worse than expected experience - there could be a risk of being unable to meet the liabilities as and when they fall due. E.g. If assumed salary growth rates turns out to be lesser than reality - this could cause a risk that the provisions are inadequate in comparison to the actual benefits required to be paid.

(b) Investment Risk - There is a minimum investment return guaranteed to the Sponsor (called the minimum floor rate) which is a non-zero positive percentage. Hence there is no market risk - risk due to reductions in the market value of the underlying investments backing the insurance policy of the Sponsor. Also there is a Guaranteed Surrender Value to the extent of 90% of contributions made net of withdrawals and charges.

(c) Liquidity Risk - The investments are made in an insurance policy which is also very liquid - withdrawals can happen at any time. There is no Market Value adjustment imposed for withdrawals done by the Sponsor at an untoward time except when the amount withdrawn exceeds 25% of the opening balance at the beginning of the financial year. This can be easily managed by making multiple withdrawals to ensure that the amount withdrawn per transaction does not breach the limit above. Also note that there are no surrender charges after three years. During the first three years also the surrender charges are minimal.

(d) Legislative Risk -There could be changes to Regulation/legislation governing this Plan that could affect the Company adversely (e.g. introduction of a minimum benefit). The changes in regulation could potentially increase the plan liabilities.

Notes:

1. The above disclosures are based on information certified by the independent actuary and relied upon by the Company.

2. The plan assets of the Company are managed by the Life Insurance Corporation of India in terms of insurance policies taken to fund the obligations of the Company with respect to its Gratuity and Compensated Absences Plan. Information on categories of plan assets is not available with the Company.

35.26 The fire and safety system under installation at a cost of ? 127.51 lakhs kept under capital work in progress, including the licence fee of ? 6.92 lakhs paid, as we were waiting for further inspection and NOC from Fire and Rescue Department, Kerala State, the same has been cleared by the department. The total cost of ? 127.51 has been capitalized during Aug'24.

35.27 Capital advance under Other Non-current Assets include ? 359.26 lakhs paid for purchase of an existing ice cream manufacturing facility in KINFRA park in Malappuram District to cater the northern districts of Kerala. The total consideration agreed for the purchase of the facility is ? 390 lakhs. As KINFRA is expected to announce a new Policy for transfer of existing industrial units, with considerable reduction in the fees for such transfers, the execution of the sale deed is kept pending.

The possession of the plant is already with the Company and the plant is presently used by the Company for manufacture of ice cream under sub-lease based on a tripartite agreement with the seller and KINFRA. As such the cost of building, plant and machinery agreed to be purchased is not capitalised and depreciation is not charged thereon and further lease charges has not been accounted for the land agreed to be purchased.

35.28 The Company purchased 24.20 acres of land at Chammanampathy in Palakkad District in the year 2021 for ? 723.76 lakhs, with a plan of setting up of a modern cattle feed plant and ice cream manufacturing facility. Accordingly, architects were engaged who had prepared master plan and building layout plan, incorporating all the expansion plans thereto and were

paid ? 36.58 lakhs for the same. Technical firms were also engaged for consultancy on setting up of an ice cream plant including assistance for securing government subsidy for the plant and they were made part payment of ? 19.24 lakhs as their professional fees. Subsequently the Board decided to reconsider their earlier decisions on the project and temporarily

suspended the whole project for the time being, since another external agency was engaged for a detailed study on the long term plans of the Company as a whole. Hence the amount of ? 55.82 lakhs already spent on this project has been charged to Profit and Loss Statement under Other Expenses during the previous year.

35.29 Other information

(a) The Company has not traded or invested in crypto currency or virtual currency during the year.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government

or any government authority.

(c) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(d) The Company does not have any holding or subsidiary company.

(e) The Company does not have any transactions with companies struck off.

(f) The Company does not have any charges or satisfaction which is yet to be registered with ROC (Registrar of Companies)

beyond the statutory period.

(g) 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 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(h) 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 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 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(i) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

35.27 Figures of the previous year have been regrouped and recast wherever necessary to suit the current year's layout.