(b) Terms/ rights attached to Equity Shares:
The Company has only one class of issued shares i.e. equity shares having a face value of " 10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in the proportion of their shareholdings.
As per records of the Company, including its register of shareholders / members as on March 31, 2024, the above shareholding represents legal ownership of shares.
e) The company has neither issued bonus shares not has bought back any shares during last 5 years.
f) No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date.
g) No securities convertible into Equity/ Preference shares have been issued by the Company during the year.
h) No calls are unpaid by any Director or Officer of the Company during the year.
Nature and purpose of other serves
(i) Securities Premium Reserve
Securities premium reserve represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
ii) General Reserve
Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.
iii) Retained Earnings
This reserve represents the net profit of company. This reserve can be utilised in accordance with the provisions of Companies Act, 2013 .
Note 16(1) : Term Loans from Banks (Secured) includes:
(a) " 50,000 thousand (Previous year " Nil) from HDFC Bank Ltd. is secured by mortgage of immovable property of the Company situated
at 225C, A. J. C. Bose Road, Kolkata up to " 20,0000 thousand plus outstanding interest and other charges. The loan is repayable in 120 installments and carries rate of interest of 9.50 % p.a. (Floating). Last installment is payable in March, 2034
(b) " Nil (Previous year " 8,354 thousand) from HDFC Bank Ltd. was secured by mortgage of immovable property of the Company
situated at Sankrail Industrail Park, Sankrail, Howrah up to " 20,000 thousand plus outstanding interest and other charges. The loan was repayable in 54 installments and carries rate of interest of 8.95 % p.a. (Floating). Repaid in full in May, 2023.
(c) " Nil (Previous year " 46,996 thousand ) from ICICI Bank Ltd. was secured by mortgage of leasehold immovable property of the
Company situated at Premises no. 225C, A. J. C. Bose Road, Kolkata - 700020 up to " 60,000 thousand plus outstanding interest and
other charges. The loan was repayable in 36 installments and carries rate of interest of 9.75 % p.a. (Floating). Repaid in full in March, 2024.
(d) " Nil (Previous year " 16,232 thousand) from ICICI Bank Ltd. was secured by mortgage of immovable leasehold property of the Company situated at Premises no. 225C, A. J. C. Bose Road, 2nd Floor, Kolkata - 700020 up to " 17,000 thousand plus outstanding interest and other charges. The loan was repayable in 72 installments and carries rate of interest of 9.30 % p.a. (Floating). Repaid in full in March, 2024.
(e) " Nil (Previous year " 43,713 thousand ) from Union Bank of India in the nature of Term Loan was secured by mortgage of immovable property of the Company situated at 21, Pramatha Choudhury Sarani, Kolkata. The loan was repayable in 360 installments and carries rate of interest of 9.25% p.a. (Floating). Repaid in full in September, 2023.
(f) " Nil (Previous year " 27,017 thousand) from Union Bank of India in the nature of Home Loan was secured by mortgage of immovable property of the Company situated at 21, Pramatha Choudhury Sarani, Kolkata. The loan was repayable in 162 installments and carries rate of interest of 6.80% p.a. (Floating). Repaid in full in September, 2023.
Note - Loans from HDFC Bank Ltd. and Kotak Mahindra Bank Ltd. are secured by hypothecation of vehicles and machinaries
financed by them. Loan from Punjab National Bank and State Bank of India is secured by lien on Fixed Deposit with them.
Different rates of interest are payable against different agreements. The rate given above is the highest rate for respective
Bank.
Note 16(3): Loans from entities other than Banks (secured) includes:
(a) " 1,261 thousand (Previous year " 4,973 thousand) from Aditya Birla Finance Ltd. is secured by mortgage of immovable property of the Company situated at NH- 6, Mumbai Highway, Salap More, Howrah and personal guarantee of two Directors of the Company. The loan is repayable in 89 installments and carries rate of interest of
12.70 % p.a. (Floating). Last installment is payable on 1st July, 2024.
(b) " 18,153 thousand (Previous year " 20,224 thousand) from Aditya Birla Finance Ltd. is secured by mortgage of immovable property of the Company situated at NH- 6, Mumbai Highway, Salap More, Howrah and personal guarantee of two Directors of the Company. The loan is repayable in 136 installments and carries rate of interest of
12.70 % p.a. (Floating). Last installment is payable on 1st August, 2029.
(c) " 5,826 thousand (Previous year " 6,485 thousand) from Aditya Birla Finance Ltd. is secured by mortgage of immovable property of the Company situated at NH- 6, Mumbai Highway, Salap More, Howrah and personal guarantee of two Directors of the Company. The loan is repayable in 126 installments and carries rate of interest of 12.70 % p.a. (Floating). Last installment is payable on 1st September, 2029.
(d) " 6,121 thousand (Previous year " 6,582 thousand) from Aditya Birla Finance Ltd. is secured by mortgage of immovable property of the Company situated at NH- 6, Mumbai Highway, Salap More, Howrah. The loan is repayable in 126 installments and carries rate of interest of 12.70% p.a. (Floating). Last installment is payable on 1st July, 2030.
(e) " 1,134 thousand (Previous year " 2,253 thousand) from Aditya Birla Finance Ltd. is an additional loan against original loan of " 5 Crore granted under EMI moratorium scheme as Covid-19 relief package The loan is repayable in 47 installments and carries rate of interest of 12.70 % p.a. (Floating). Last installment is payable on 1st May, 2024.
(f) " 1,404 thousand (Previous year " 1,404 thousand) from Aditya Birla Finance Ltd. is an additional loan against original loan of " 2 Crore granted under EMI moratorium scheme as Covid-19 relief package The loan is repayable in 52 installments and carries rate of interest of 12.70 % p.a. (Floating). Last installment is payable on 1st October, 2024.
(g) " 1,573 thousand (Previous year " 1,573 thousand) from Aditya Birla Finance Ltd. is an additional loan against original loan of " 2.80 Crore granted under EMI moratorium scheme as Covid-19 relief package. The loan is repayable in 112 installments and carries rate of interest of 12.70 % p.a. (Floating). Last installment is payable on 1st October, 2029.
(h) " 500 thousand (Previous year " 500 thousand) from Aditya Birla Finance Ltd. is an additional loan against original loan of " 86 Lakh granted under EMI moratorium scheme as Covid-19 relief package. The loan is repayable in 110 installments and carries rate of interest of 12.70 % p.a. (Floating). Last installment is payable on 1st August, 2029.
(i) " 468 thousand (Previous year " 468 thousand) from Aditya Birla Finance Ltd. is an additional loan against original loan of " 80 Lakh granted under EMI moratorium scheme as Covid-19 relief package.The loan is repayable in 120 installments and carries rate of interest of 12.70 % p.a. (Floating). Last installment is payable on 1st June, 2030.
(j) " Nil (Previous year " 3,709 thousand) from Aditya Birla Finance Ltd. was secured by mortgage of immovable property of the Company situated at NH- 6, Mumbai Highway, Salap More, Howrah. The loan was repayable in 38 installments and carries rate of interest of 12.70% p.a. (Floating). Last installment paid on 5th October, 2023.
(k) " 8,067 thousand (Previous year " 8,800 thousand) from Aditya Birla Finance Ltd. is secured by mortgage of immovable property of the Company situated at Mouza Salap, Domjur, Howrah. The loan is repayable in 61 installments and carries rate of interest of 11.70 % p.a. (Floating). Last installment is payable on 5th December, 2026.
(l) " 9,264 thousand (Previous year " 9,653 thousand) from Aditya Birla Finance Ltd. is secured by mortgage of immovable property of the Company situated at Mouza Salap, Domjur, Howrah and immovable property of M/s Esenzzaro Beverages Pvt. Ltd., a related party, situated at Madhyamgram, North 24 Parganas, West Bengal. The loan is repayable in 134 installments and carries rate of interest of 13.60 % p.a. (Floating). Last installment is payable on 15th August, 2033.
(m) " 195 thousand (Previous year " 427 thousand) from Tata Capital Financial Services Ltd. is secured by hypothecation of certain machinery financed by them. The loan is repayable in 54 installments and carries rate of interest of 14.80 % p.a. (Floating) Last installment is payable on 5th December, 2024.
(n) " 7,043 thousand (Previous year " 8,880 thousand) from Tata Capital Financial Services Ltd. is secured by hypothecation of certain machineries financed by them . The loan is repayable in 60 installments and carries rate of interest of 11.25 % p.a. Last installment is payable on 10th February, 2028.
(o) " 54,582 thousand (Previous year " Nil) from Tata Capital Financial Services Ltd. is secured by mortgage of immovable property of the Company situated at Mouza - Bhagabatipur, Sankrail, Howrah. The loan is repayable in 60 installments and carries rate of interest of 11.25 % p.a. Last installment is payable on 1thJune, 2028.
Note 16(4): Loans from Banks (unsecured) includes:
(a) " 93 thousand (Previous year " 303 thousand) from IDFC First Bank Ltd. The loan is repayable in 48 installments and carries rate of interest of 9.25 % p.a. Last installment is payable on 2nd August, 2024.
(b) " Nil (Previous year " 1,374 thousand) from IDFC First Bank Ltd. The loan was repayable in 36 installments and carries rate of interest of 15.00 % p.a. Last installment paid on 2nd October, 2023.
Note : 35
Segment Reporting
The Company has disclosed segment information in the Consolidated Financial Statements which are presented in the same Financial Report. Accordingly, in terms of Paragraph 4 of Ind-AS 108 ‘Operating Segments’, no disclosures related to segments are presented in these Standalone Financial Statements.
Valuation techniques and key inputs:
Level 1: The value of Mutual Funds is based on market price (NAV).
Level 2: At present the Company has no such Financial Assets or Financial Liabilities which are required to be measured by this level of hierarchy.
Level 3: For investments in Equity Instruments, cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. 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 financial risk management policy is set by the Board of Directors.
Market Risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings. The Company manages market risk through a finance department, which evaluates and exercises independent control over the entire process of market risk management. The finance department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company’s position with regards to interest income and interest expenses and to manage the interest rate risk, finance department performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.
The company is not exposed to significant interest rate risk as at the respective reporting dates.
Foreign Currency Risk
The Company operates only in India and does not import or export of any goods or capital items to/from outside India. Consequently the Company is not exposed to foreign exchange risk.
Credit Risk
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forward-looking information such as :
(i) Actual or expected significant adverse changes in business.
(ii) Actual or expected significant changes in the operating results of the counterparty.
(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligations.
(iv) Significant increase in credit risk on other financial instruments of the same counterparty.
(v) Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The Company categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 2 years past due. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
Liquidity Risk
Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the company's net liquidity position through rolling forecasts on the basis of expected cash flows.
Maturity profile of Financial Liabilities
The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date based on contractual undiscounted payments.
Capital Management
For the purposes of the Company’s Capital Management, capital includes issued capital and all other equity reserves. The primary objective of the Company’s Capital Management is to maximize shareholder value. The company determines the capital management requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.
Note 40:
Contingent Liabilities and Commitments (To the extent not provided for)
|
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(" in Thousand)
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Particulars
|
As at
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As at
|
|
31st March, 2024
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31st March, 2023
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(i) Contingent liabilities
|
|
|
Liabilities disputed
|
|
|
Income Tax demand in dispute and under
|
|
|
Appeal before CIT(A) for the A.Y. 2018-19
|
6,403
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6,403
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Income Tax demand in dispute and under
|
|
|
Appeal before CIT(A) for the A.Y. 2020-21
|
560
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560
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(ii) Commitments
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|
|
(a) Estimated amount of contracts remaining to be
|
|
|
executed on Capital account
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75,596
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73,175
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(b) Advances paid against Contracts at (a) above
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59,991
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63,163
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Note 40(i):
The Income Tax demand in respect of Assessment year 2018-19 and 2020-21 for " 6,403 thousand and " 560 thousand respectively has been disputed by the Company in full and the same are pending before the CIT (Appeals). The Company is confident that it will get full relief on disposal of appeal(s). The demand, being contingent in nature, has not provided for in the books.
Note 41:
As per Scheme of Amalgamation M/s Jaypee Estates Pvt. Ltd. And M/s Avni Estates Pvt. Ltd. have merged with the Company w.e.f. 01.04.2003 with all assets and liabilities including charges, liens, mortgages, interest, appeal etc. vide Order(s) dated 26.08.2002 and 14.10.2004 passed by the Hon'ble High Court at Calcutta. The Company is to issue 1133 Equity Shares of " 10/- each fully paid up to the erstwhile shareholders of amalgamating Companies as purchase consideration.
The Company has sold 3,11,000 Equity Shares of " 10/- each i.e. 45% (approx.) of its shareholding in M/s Satyanarayan Rice Mill Pvt. Ltd. (SRMPL) on 1st April, 2023. As a result the status of SRMPL changed from a wholly owned subsidiary to a subsidiary of M/s Orient Beverages Limited (OBL).The Company has further sold 2,76,550 Equity Shares of " 10/- each i.e. 40% (approx.) of its shareholding in SRMPL on 1st April, 2024, so SRMPL is no more a subsidiary of OBL with effect from 1st April, 2024.
Note 43:
Financial Statements of M/s Sharad Quench Pvt. Ltd. (SQPL), a wholly owned subsidiary and M/s Satyanarayan Rice Mill Pvt. Ltd. (SRMPL), a subsidiary of the Company, for the financial year 2023-24 has been duly consolidated with that of the Company, as required by the provisions of the Section 129 of the Companies Act, 2013. SQPL and SRMPL are engaged in the manufacture of packaged drinking water.
Note 44:
Land of the Company at Kankulia measuring 5 (five) Bighas and 1 (one) Cottah was acquired by the West Bengal Government under the provisions of the West Bengal Land ( Requisition and Acquisition) Act, 1948. The compensation so far received, net of cost, has already been taken as Income in the books. The Company has further received a sum of " 768 thousand as balance compensation during the year and same has taken as Income.
Note 45:
Amount due and outstanding to be credited to the Investor Education and Protection Fund " NIL (Previous year " Nil)
Note 46:
The Company has provided security on behalf M/s Esenzzaro Beverages Pvt. Ltd. (EBPL) by extending charge on its Industrial Property situated at NH-6, Mumbai Highway, Salap, Howrah in favour of M/s Aditya Birla Finance Ltd. (ABFL) to the extent of " 39,000 thousand as on 31.03.2024. Further the Company is also giving loan/ advance, from time to time, to said EBPL to meet its fund requirements. The Company has given loan/ advance of " 44,665 thousand to EBPL as on 31.03.2024. EBPL is working as contract packer of the Company and getting the goods manufactured by the said EBPL on the agreed terms and conditions will benefit the Company. Some Directors of the Company are Directors and/ or members in the said EBPL, hence may be deemed to be an interested party.
Note 47:
The Company has become Co-Guarantor on behalf of M/s. Satyanarayan Rice Mill Pvt. Ltd. (SRMPL), subsidiary of the Company, for loan/financial assistance of " 35,000 thousand obtained by the said subsidiary from M/s. Aditya Birla Finance Ltd.
The Company is also giving loan/advance to SRMPL, from time to time, to meet its fund requirements. The Company has given loan of " 12,522 thousand to the said SRMPL as on 31.03.2024. SRMPL is working as contract packer of the Company and getting the goods manufactured by the said SRMPL on the agreed terms and conditions will benefit the Company. Some Directors of the Company are Directors and/ or members in the said SRMPL, hence may be deemed to be an interested party.
Note 48:
As required by the Rule 3 of The Companies (Accounts) Rules, 2014, the company has implemented a feature of recording audit trail (edit log) of each and every transaction, in the accounting software used by it for maintaining books of account, with effect from the dates listed below for its various divisions. Edit log feature has been maintained through out the financial year.
No Income Tax is payable by the Company for the Assessment Year 2024-25 as per computation made based on provisions of the Income Tax Act, 1961, so no provision has been made for Current Tax in the Financial Year 2023-24.
Note 50:
Amount due to micro and small enterprises as defined in the " The Micro, Small and Medium Enterprises Development Act, 2006" has been determined to the extent such parties have been identified on the basis of information available with the company.The disclosures relating to micro and small enterprises is as below:
(II) Disclosure in relation to undisclosed income:
The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the current and previous financial years 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).
(III) Details of Benami Property held
The Company does not have any Benami Property. Further, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(V) Details of Crypto Currency or Virtual Currency
The Company have not traded or invested in Crypto Currency or Virtual Currency during the Current and previous financial year.
(VI) Utilization of Borrowed Fund and Share Premium
(a) The Company have not advanced or loaned or invested funds to any other persons(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 Ultimate Beneficiaries.
(b) The Company have not received any fund from any other persons(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 person 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 Ultimate Beneficiaries.
(VII) Disclosure for no wilful default
The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any government authority.
(VIII) Compliance with number of layers of Companies
The Company has complied with the number of layers prescribed under Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
Note 53:
Previous year's figures have been re-arranged/ re-grouped, wherever found necessary.
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