(l8)Provisions, contingent liabilities and contingent assets and commitments
The Company recognizes the provisions when a present obligation (legal or constructive) as a result of past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.
If the effect of time value of money is material, provisions are discounted using a current pretax rate that reflects when appropriate, the risk specific to the liability. When discounting is used, the increase in provision due to passage of time is recognized as a finance cost.
A disclosure for a contingent liability is made when there is possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying the economic benefits or the amount of such obligation cannot be measured reliably. When there is possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying the economic benefits is remote, no provision or disclosure is made.
Contingent assets are not recognized. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, and is recognized as an asset.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
Commitments are future liabilities for contractual expenditure, classified and disclosed as estimated amount of contracts remaining to be extracted on capital account and not provided for.
Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
(19) Employee benefits
Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified as short-term employee benefits, which include benefits like salaries, wages, short-term compensated absences and performance incentives and are recognized as expenses in the period in which the employee renders the related service.
Post-employment benefits
Contributions to defined contribution schemes, such as, Provident Fund, Employees State Insurance are recognized as expenses in the period in which the employee renders the related service. The Company has no further obligations beyond its monthly contributions. The Company also provides for postemployment defined benefit in the form of gratuity. The cost of providing benefit is determined using the projected unit credit method, with actuarial valuation being carried out at each balance sheet date. Re-measurement of the net benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interests) and the effect of the assets ceiling (if any, excluding interest) are recognized in OCI. The effect of any plan amendments are recognized in net profit in the statement of profit and loss.
In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis.
Other long-term employee benefits
All employee benefits (other than post-employment benefits and termination benefits) which do not fall due wholly within twelve months after the end of the period in which the employees render the related services are determined based on actuarial valuation or discounted present value method carried out at each balance sheet date. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary as at every year end using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.
(20) Earnings per share Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit / loss attributable to owners of the Company
- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings shares to take into account:
- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
- the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(21) Statement of cash flows
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Company are segregated.
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as at the date of Balance Sheet.
(22) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company.
3. Recent Accounting Policies
The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated March 31, 2023 to amend the following Ind-AS which are effective for annual periods beginning on or after April 1, 2023. The Company has applied these amendments for the first time in the financial statements.
i. Amendments to Ind AS 1, Presentation of Financial Statements - disclosure of accounting policies
The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.
The amendments have had an impact on the disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the financial statements.
ii. Amendments to Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors -definition of accounting estimates
The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.
The amendments had no impact on these financial statements.
iii. Amendments to Ind AS 12, income Taxes -deferred tax related to assets and liabilities arising from a single transaction
The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases.
The Company has previously recognized deferred tax on leases on a net basis. As a result of these amendments, the Company has recognized a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its ROU assets. Since these balances qualify for offset as per the requirements of paragraph 74 of Ind AS 12, there is no impact on the balance sheet. There was also no impact on the opening retained earnings as at April 01, 2022.
iv. New standards and amendments issued but not effective
There are no such standards which are notified but not yet effective.
v. The other amendments to Ind AS notified by these rules are primarily in the nature of clarifications.
Notes:
(a) Trade receivable represents the amount of consideration in exchange for goods or services transferred to the customers that is unconditional.
(b) No trade receivables are due from directors or other officers of the Company, either severally or jointly with any other person, nor any trade and other receivables are due from firms or private companies respectively in which any directors is a partner, a director or a member.
(c) For the Company's exposure to credit and currency risk related to trade receivables - [Refer Notes 36 (a) and 36 (c)].
(d) Trade receivables are receivable in normal operating cycle and are shown net of an allowance for bad or doubtful debts.
(e) Trade receivables stated above are charged on a first pari-passu basis between working capital consortium members led by Union Bank of India, SVC Co-operative Bank Limited and IDBI Bank Limited.
(f) There are no unbilled dues during the year.
(g) Trade receivables are usually on trade terms based on credit worthiness of customers as per the terms of contract with customers
(c) Terms and rights attached to equity shares
The Company has only one class of shares referred to as equity shares having a par value of f10 per share. Each holders of equity shares carry one vote per share without restrictions. In the event 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 amounts, in proportion to their sharholding.
The Board of Directors of the Company has recommended dividend of f0.50 (Fifty Paisa) per equity shares of the face value of f10 each for the financial year ended March 31, 2024 which is subject to the approval of the shareholders in the ensuring Annual General Meeting.
(i) The Company had vide board resolution dated May 10, 2021 issued 50,00,000 warrants at a price of flll (including a premium of fl0l) to Mr. Devendra and 50,00,000 warrants at a price of flll (including a premium of fl0l) to Mrs. Netra P Shah, belonging to promoter and promoter group, entitling them for the subscription of equivalent number of equity shares of fl0 each at flll each (including premium of fl0l per share). The aforementioned issue of equity shares and share warrants are being made for general corporate purpose and working capital requirements.
During the financial year 2022-23, the Company has issued and allotted, 50,00,000 Equity Shares each, of face value fl0 each fully paid up to Mr. Devendra P. Shah and Mrs. Netra P. Shah ('warrant holders') individually, consequent to the warrant holders having exercised their right for conversion of warrants into equity shares.The allotment has been made for cash, upon the receipt of the remaining exercise price of f83.25 per Share warrant (being an amount equivalent to the 75% of the warrant exercise price of flll per warrant), aggregating to f83,25,00,000.
(j) The Company had vide board resolution dated August 23, 2022 issued 20,00,000 warrants at a price of f93.75 (including a premium of f83.75) to Ms. Akshali Shah, belonging to promoter and promoter group, entitling them for the subscription of equivalent number of equity shares of fl0 each at f93.75 (including a premium of f83.75).The aforementioned issue of equity shares and share warrants are being made for general corporate purpose and working capital requirements.
During the financial year 2023-24, the Company has issued and allotted, 20,00,000 Equity Shares each, of face value fl0 each fully paid up to Ms. Akshali Shah ('warrant holder'), consequent to the warrant holder having exercised their right for conversion of warrants into equity shares.
The allotment has been made for cash, upon the receipt of the remaining exercise price of f70.3l per Share warrant (being an amount equivalent to the 75% of the warrant exercise price of f93.75 per warrant), aggregating to fl4,06,25,000.
(k) There was no equity shares bought back, bonus shares issued, or shares alloted as fully paid up pursuant to contract without payment in cash.
(l) There are no shares reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment.
Nature and purpose of reserves
(a) Securities Premium
The amount received in excess of face value of the equity shares is recognised as securities premium. This reserve will be utilised in accordance with the provisions of Section 52 of the Act.
(b) General Reserves
General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend pay-out, bonus issue, etc. Mandatory transfer to general reserve is not required under the Act.
(c) Retained Earnings
Retained earnings are the profits that the Company has earned till date, net-off less any transfers to general reserve, dividends or other distribution to the shareholders.
(d) Employee Stock option outstanding
The shares option outstanding account is used to recognise the grant date fair value of options issued to employees under the Employee Stock Grant Scheme which are unvested as on the reporting date and is net of the deferred employee compensation expense.
(e) Share Warrants
Share warrants are instruments that give their holder the right to buy the stock of the issuing company at a predetermined price within a stipulated time frame. They are similar to options, the holder of a warrant has the right (but not the obligation) to purchase the shares of a company at a specified price in the future.
(f) Other Comprehensive Income:
Remeasurement of Net Defined Benefit Plans: Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income and are adjusted to retained earnings.
Debt Instruments through Other Comprehensive Income: The fair value change of the debt instruments measured at FVTOCI is recognised in Debt instruments through OCI. Upon derecognition, the cumulative fair value changes on the said instruments are reclassified to the Statement of profit and loss.
Fair value of cash flow hedges through Other Comprehensive Income: The effective portion of the fair value change of the cash flows hedges measured at FVTOCI is recognised in Cash flow hedges through Other Comprehensive Income. Upon derecognition, if the hedged cash flows relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts accumulated in other comprehensive income are taken to the Statement of profit and loss at the same time as the related cash flows.
Notes:
(a) Pursuant to resolution passed by the Board of Directors of the Company at the meeting held on May 28, 2021, the Company had issued 10,680 Foreign Currency Convertible Bonds (FCCB) having face value of USD 1,000 each through private placement of unlisted, unsecured, unrated to International Finance Corporation (IFC).
The conversion of the FCCBs will be at the option of IFC, the conversion price for the equity shares to be issued upon conversion of the FCCBs is f145 per share which is subject to adjustments in accordance with the terms agreed between the parties and applicable law.
The Company has, vide it's letter dated January 10, 2024, made an application to the Reserve Bank of India seeking prior approval for change in certain terms of aforesaid FCCBs. The approval for the same is awaited.
FCCBs shall be redeemed if not fully converted on the date that is 5 years plus one day from the date of subscription.
Coupon offered, if any of FCCB's, are repayable in 10 semi annual instalments starting from June 15, 2021;
i. interest at the rate of 2.5% p.a.payable in dollars semi-Annually on each payment date on the outstanding unconverted amount of FCCBs till such time that the volume weighted average price per equity share of the Company traded on the relevant stock exchange for a 3 month period is below f175 per share;
ii. interest at the rate of 1.5% p.a. payable in dollars semi-Annually on each payment date on the outstanding unconverted amount of FCCBs till such time that the volume weighted average price per equity share of the Company traded on the relevant stock exchange for a 3 month period, is equal to or greater than f175 per share but below f200 per share; and
iii. no interest shall be payable if the volume weighted average price per equity share of the Company traded on the relevant stock exchange for a 3 month period is equal to or greater than f200 per share."
(b) Non-Convertible Debentures (NCDs) are payable as per Redemption Schedule w.e.f. June 15, 2023 to June 15, 2029 in thirteen instalments, half yearly on 15th June and 15th December of f115.38 Million each. The Company shall use the proceeds from the issue of the Debentures pursuant to this Deed to finance its future expansion plans and working capital requirements, in accordance with the Financial Plan and applicable law. The loan is secued by pari passu charge on Immovable Properties situated at Samudrapalle Village, Panchayathi Palamner Mandal, Andhra Pradesh together with all the erections and constructions of every description which are standing, erected or attached to the properties.
(c) Indian rupee loans from a bank of f8.84 Million (March 31, 2023 : f48.87 Million) carry interest @ 9.65%-11.05%. The loans are repayable over 48-60 monthly instalments starting from March 2018, June 2019, July 2019, August 2019, September 2019, December 2019, and September 2020 along with interest. The loan is secured by pari passu charge on fixed assets and second pari passu charge on current assets of the Company and personal guarantee of Promoter Directors.
(d) Hire purchase loan of f4.06 Million (March 31, 2023 : f13.65 Million) carries interest @ 7.45% to 9.35 % p.a. The loans are repayable in 60 monthly instalments to 36 monthly instalments starting from December 2018; November 2019 and May 2021. of f0.05 Million to f0.56 Million each. The loan is secured by specific assets financed (vehicles).
(e) Average interest rate for the non-current borrowings is 7.45 - 11.25%.
(f) Refer Note 36 for information about liquidity risk and market risk of borrowings.
(g) All charges have been registered with the Registrar of Companies (RoC). The Company does not have charges or satisfactory which is yet to be registered with the RoC beyond the statutory period.
Notes :
(a) In accordance with Indian Accounting Standard (Ind AS) 20, Accounting for Government Grants and Disclosure of Government Assistance, the Company has accounted for Industrial Promotion Subsidy under Package Scheme of Incentives, 2013 amounting to f269.24 Million (March 31, 2023: f240.01 Million), Production Link Incentives Scheme, 2021 amounting to f137.22 Million (March 31, 2023: f58.98) as Other Operating Income in Statement of profit and loss.
(b) The Company has also accounted for export subsidy and bio-gas subsidy amounting to f0.38 Million (March 31, 2023: f0.96 Million) and fNil (March 31, 2023: f10 Million) respectively as Other Operating Income in Statement of profit and loss.
(c) Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred to the customer, generally on delivery of the goods and payment is generally due as per the terms of contract with customers.
(d) i) The Company does not have any contract asset as at March 31, 2024; (March 31, 2023 : Nil)
ii) The Company does not have any contract liability as at March 31, 2024; (March 31, 2023 : Nil)
iii) The Company does not receive 10% or more of its revenue from transaction with any single external customer.
(e) Cost to obtain the contract
i) Amoritisation in Statement of Profit and Loss :- Nil ( Previous Year :- Nil )
ii) Recognised as contract assets at March 31, 2024:- Nil ( Previous Year :- Nil)
32.2 Undisclosed income
There are no transactions which are not recorded in the books of account 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).
32.3 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual currency during the financial year 2023-24 and 2022-23
Note 33: Disclosure pursuant to Indian Accounting Standard (Ind AS) 12, Income Taxes
(a) The major components of recognised deferred tax assets/ (liabilities) arising on account of timing differences are as follows:
A. Accounting classification and fair values
The under mentioned table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
B. Measurement of fair value
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.
C. Fair Value Hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Includes financial instruments measured using quoted prices for identical instrument in an active market. This includes listed equity instruments, traded bonds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period and the mutual funds are valued using closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market inputs directly or indirectly and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Note 36: Financial Risk Management
Risk management framework
The Company has in place a mechanism to inform the Board about the risk assessment and the risk minimization procedures in place and periodical review to ensure that management controls risk through means of a properly defined framework. The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company to comply with the rules of the regulator.
The Company's audit committee also 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 audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
The Company's principal financial liabilities, comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include investments in equity shares, loans, trade and other receivables, and cash and cash equivalents that the Company derives directly from its operations. The Company also holds FVTOCI/FVTPL investments.
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
This note explains the sources of risk to which the Company is exposed to and how the entity manages the risk.
(A) Credit risk
Trade and Other receivables
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. The risk arises principally from the Company's trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
The company has adopted a policy of dealing with credit worth counter parties and obtaining colletral where appropriate as a means of mitigating the risk of financial loss from defaults
Concentration of credit risk with respect to Trade receivables are limited, due to the customer base being large, diverse and across sector and countries. All trade receivables are reviewed and assessed for default on quaterly basis.
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. Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdraft/ cash credit facility. The Company also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade payables and other financial liabilities. The Company has access to a sufficient sources of short term funding with existing lenders that could be arrange upon should there be need.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all current and non current. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.
(i) Foreign currency exchange rate risk
The Company is subject to risk of changes in foreign currency values that impact costs of imported raw material and import of equipment for expansion of plants, primarily with respect to USD and EURO. The Company's business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations.
The Company has not entered into any derivative transactions during the year and there were no derivative transactions outstanding as on March 31, 2024
(i) Cash flow and fair value interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.
The company's borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, Financial Instruments. Disclosures, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
(a) Risk Management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to safeguard the Company's ability to remain as a going concern and maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans, long term and other strategic plans and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust its dividend payment ratio to shareholders, return capital to shareholders or issue fresh shares.
The Company monitors capital using a ratio of 'adjusted net debt' to 'equity'. For this purpose, adjusted net debt is defined as liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.
(b) Dividend
The Board of Directors of the Company has recommended dividend of f0.50 (Fifty Paisa) per equity shares of the face value of f10 each for the financial year ended March 31, 2024 which is subject to the approval of the shareholders in the ensuring Annual General Meeting.
B. Defined Benefit Plan- Gratuity
The Company operates a defined benefit gratuity plan, which is governed by the Payment of Gratuity Act, 1972. The plan entitles an employee who has completed at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the last drawn wage by the employee concerned, subject to the maximum limit specified under the Payment of Gratuity Act, 1972 as amended from time to time. The gratuity amount is payable on termination of the emoployee or retirement whichever event is earlier, the benefit vest after five years of continuous service.
The defined benefit gratuity plan is administered by a Trust that is legally separate from the Company. The gratuity plan is a funded plan, managed by Life Insurance Company ("LIC") and the Company's makes annual contributions to Group Gratuity cum Life Assurance Scheme managed by LIC.
The most recent actuarial valuation of the defined benefit obligation was carried out as at March 31, 2024. The present value of the defined benefit obligations and the related current service cost and past service costs were measured using Projected Unit Credit Method.
Note 43: Disclosure pursuant to Indian Accounting Standard (Ind AS) 108, Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components, and for which discrete financial information is available. All operating segments' operating results are reviewed regularly by the Group's Chief Executive Officer (CEO) to make decisions about resources to be allocated to the segments and assess their performance. The Group is in the business of processing and selling milk and milk products. The Group's Chief Executive Officer who is identified as Chief Operating Decision Maker (CODM) reviews the performance of the Group on the basis of economic performance for Liquid Milk, Products and Curd. For the purpose of reporting the operating segments, all the three segments have been aggregated as a single reporting segment under the provisions of Ind AS 108 'Operating Segments' as the nature of products, the production and distribution process, class of customers and the regulatory environment is similar for all the segment. Thus, the segment revenue, segment profit, total segment assets and liabilities are all as reflected in the consolidated financial statements as at and for the years ended 31 March 2024 and 31 March 2023.
Note 44: Disclosure pursuant to Indian Accounting Standard (Ind AS) 102, Share-Based Payments
The Board of Directors constituted the equity settled Employee Stock Option Plan ("ESOP 2022") vide its resolutions dated August 13, 2022 for issue of 5,00,000 stock options to the key employees of the Company, which has been approved in the Company's Annual General meeting dated September 30, 2022 further ESOP 2022 was amendend in the Annual General meeting dated September 27, 2023 by increasing the pool size from erstwhile 5,00,000 Stock Options to 25,00,000 Stock Options. Additionally as per ESOS 2015 approved by member's resolution dated April 3, 2015 which was further amended vide special resolution dated May 16, 2015 and which was ratified post IPO by the shareholders in the 26th AGM held on September 19, 2018 the balance 1,76,015 shares avaliable under ESOS 2015 got transfered to ESOP 2022 vide amended to ESOS 2015
"The number of shares allocated for alloctment under ESOP 2022 is 25,00,000 equity shares of f10 each (including 1,76,015 shares held by ESOP trust vide amendment to ESOS 2015. The scheme are monitered and supervised by Nomination and Remuneration Committee of the Board of Director in compliance with provsion of Securities and Exchange Board of India (Shares Based Employee Benefits & Sweat Equity) Regulation, 2021 and any circulars/notifications/guidance/frequently asked question issued thereunder as amended from time to time. The Employee Stock Option Plan includes employees of Parag Milk Foods Limited and its subsidiaries.
Note 48:
The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year-end, the Company has reviewed all such contracts and confirmed that no provision is required to be created under any law / accounting standard towards any foreseeable loss.
Note 49:
The Code on Social Security, 2020 (the 'Code') relating to employee benefits during employment and postemployment benefits received the President's assent on September 28, 2020. The Code has been published in the Gazette of India. The Ministry of Labour and Employment has released the draft Rules for the Code on November 13, 2020 and has invited suggestions from the stakeholders. However, the date on which the Code / Rules will come to effect has not been notified.
The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
Note 50: Audit Trail
The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level insofar as it relates to the accounting software. Further, no instance of audit trail feature being tampered with was noted in respect of the software where audit trail has been enabled.
Note 51:
No significant subsequent events have been observed with may require an adjustment to the financial statements.
Note 52:
Figures of the previous year have been regrouped wherever necessary.
Signatures to Notes 1 to 52
sharp & tannan For and on behalf of the Board of Directors of
Chartereci Parag Milk Foods Limited
Firm's Registration No. 109982W by the hand of
Edwin Paul Augustine Devendra Shah Pritam Shah
Partner Chairman Managing Director &
Membership No. 043385 DIN: 01127319 Interim Chief Financial Officer
DIN: 01127247
Virendra Varma
Company Secretary & Compliance Officer Membership No. F10520
Place: Mumbai Place: Mumbai
Date: May 18, 2024 Date: May 18, 2024
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