p PROVISIONS AND CONTINGENT LIABILITIES
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using pre-tax rate (or rates) that reflect(s) current market assessments of the time value of money and the risks
specific to the liability. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements.
Contingent assets are not recognised. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an asset.
1 FAIR VALUE MEASUREMENT:
The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
a) In the principal market for the asset or liability, or
b) In the absence of a principal market, in the most advantageous market for the asset or liability.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy.
r BUSINESS COMBINATION AND GOODWILL/CAPITAL RESERVE:
The Company uses the pooling of interest method of accounting to account for common control business combination and acquisition method of accounting to account for other business combinations.
The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in Other Comprehensive Income (OCI) and accumulated in other equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in other equity as capital reserve, without routing the same through OCI.
Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company. Consideration transferred also includes the fair value of any contingent consideration. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill that arises on account of such business combination is tested annually for impairment.
(D) Reclassifications in current year
The Company has changed the classification/presentation of export incentive and miscellaneous income in the current year. The export incentive has now been included in the “Other Operating Revenue” line item under the head “Revenue from Operations”. Previously, export incentive was included in ‘Other Non-Operative Income' line item under the head “Other Income”. The miscellaneous income has now been included in the “Sales of Products” line item under the head “Revenue from Operations”. Previously, miscellaneous income was included in ‘Other Non-Operative Income' line item under the head “Other Income”. The Company has reclassified comparative amounts to confirm with current year presentation. The impact of such classifications is summarised below:
(v) The Company in accordance with the Indian Accounting Standard (Ind AS -36) on “Impairment of Assets” carried out an exercise of identifying the assets that may have been impaired in accordance with the said Ind AS. On the basis of review carried out by the management, the management has provided for impairment amounting to H 2,183.92 Lakh (Previous Year H 2,321.52 Lakh) on property, plant and equipment during the year ended March 31, 2025.
(vi) During the year ended March 31, 2024, the Company has aligned the estimated useful life and residual value of windmills and plant & equipment with Schedule II of the Companies Act, 2013. Accordingly, this has resulted into higher depreciation by H 7,126.59 Lakh in the Statement of Profit and Loss account for the year ended March 31, 2024.
(vii) Buildings include H 0.02/- Lakh [ Previous Year H 0.02/- Lakh] being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to H 0.01/- Lakh are in the process of transfer.
(viii) In respect of Assets acquired during Food Retail Business and Non-Food Business acquisition from Patanjali Ayurved Limited (“PAL”), satisfaction of charges are yet to be filed by PAL.
Note:
(i) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.
(ii) Includes H 10,064.58 Lakh payable to DBS Bank Limited and H 2,918.47 Lakh payable to ICICI Bank Limited pursuant to on-going case at Hon'ble Supreme Court which are mentioned below.
DBS Bank: DBS Bank had filed an application before the Hon'ble National Company Law Tribunal, (“NCLT”) Mumbai Bench, seeking a prayer to set-aside the decision of Committee of Creditors of the Company to the extent of the distribution of proceeds of the Resolution Plan and to restrain the Resolution Applicant from distributing the proceeds of the Resolution Plan. The Hon'ble NCLT ordered against DBS Bank by dismissing the application. Hon'ble NCLT order was challenged before the Hon'ble National Company Law Appellate Tribunal (“NCLAT”) and Hon'ble NCLAT dismissed the appeal. Hon'ble NCLAT order has now been challenged before Supreme Court by DBS Bank. Since, there was no stay or order against the distribution of proceeds of Resolution Plan, the proceeds have been distributed in terms of Escrow Agreement and the Resolution Plan has been successfully implemented. There is no further liability of the Company or the Resolution Applicant towards DBS Bank. The Company had filed an application before the Hon'ble Supreme Court seeking substitution of Resolution Professional of the Company with Ruchi Soya Industries Limited since the corporate insolvency resolution process has been completed. The said application has been allowed by the Hon'ble Supreme Court and RSIL (Now known as Patanjali Foods Limited) is now the Party.
ICICI Bank: The erstwhile Resolution Professional, Mr. Shailendra Ajmera, had filed an application before Hon'ble National Company Law Tribunal, (“NCLT”) Mumbai Bench, seeking a prayer to reverse the preferential transactions undertaken by ICICI Bank
Limited. Hon'ble NCLT vide its order dated March 12, 2019 directed ICICI Bank Limited to reverse the said transactions and deposit in the bank account of the Company, the amount withdrawn in such preferential transactions. ICICI Bank Limited had subsequently challenged the order of Hon'ble NCLT before Hon'ble National Company Law Appellate Tribunal (“NCLAT”). Hon'ble NCLAT passed the order in favour of ICICI Bank Limited by setting aside the order of Hon'ble NCLT- Mumbai Bench. Hon'ble NCLAT order has now been challenged by the erstwhile Resolution Professional before Hon'ble Supreme Court in Civil Appeal 8911/2019. The Company had filed an application before the Hon'ble Supreme Court seeking substitution of Resolution Professional of the Company with Ruchi Soya Industries Limited since the corporate insolvency resolution process has been completed. The said application has been allowed by the Hon'ble Supreme Court and RSIL (Now known as Patanjali Foods Limited) is now the Appellant. The Civil Appeal was withdrawn on October 16, 2024 as RSIL (Now known as Patanjali Foods Limited) submitted for withdrawing the Appeal with liberty to file proceedings before appropriate forum.
Liability against CIRP Payables is amount payable to financial and operational creditors is kept in separate escrow accounts. As per escrow agreement any amount unpaid in this Account is deemed to be utilised and the Company has no right, title and claim on the same.
(iii) Pursuant to the Resolution Plan, liabilities related to foreign financial and operational creditors are partially/ fully extinguished. In respect of write back pertaining to foreign creditors, advances and loans process of obtaining approval from Reserve Bank of India (RBI) are still in process.
(iv) Other financial liabilities includes (a) Agency & other deposits H 5.65 Lakh [Previous year H 5.50 Lakh] (b) Retention money payable H NIL [Previous year H 0.30 Lakh] (c) Others H 0.05 Lakh [Previous year H NIL] due to Related parties. [Refer Note 35]
A. Defined Contribution Plans:
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the specified rate as per regulations. The contributions are made to registered provident fund administered by the Government of India. The obligation of the Company is limited to the amount contributed and it Company has no further contractual, or any constructive obligation. The Company has recognised H 2,162.75 Lakh [Previous Year H 1,759.73 Lakh] towards contribution to Provident Fund and H 71.49 Lakh [Previous Year H 70.63 Lakh] towards Employee State Insurance in Statement of Profit and Loss.
B. Defined Benefit Plan:
a) Gratuity
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination/resignation is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number completed years of service. The gratuity plan is a funded plan and Company makes annual contributions to the Group Gratuity cum Life Assurance
Schemes administered by the LIC of India, a funded defined benefit plan for qualifying employees.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2025. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
b) Leave Obligations
The leave obligations cover the Company's liability for earned leave. Based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. Hence the amount of the provision is presented as current and Non-Current based on the actuarial valuation report. However, the Company does not have an unconditional right to defer settlement for any of these obligations.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company's financial statements as at balance sheet date:
Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory guidelines which mitigate risk.
The discount rate is based on the prevailing market yields of Government Securities (G. Sec.) as at the Balance Sheet date for the estimated term of the obligations.
Estimates of future salary increases have been done on the basis of current salary suitably projected for future, beginning one year after the valuation date, the period is validated based on the available information as to the salary revision date other than the date one year after the valuation date, taking into consideration the general trend in inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
Gratuity is a defined benefit plan and entity is exposed to the Following Risks:
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
C As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly no outflow of economic benefits is expected in respect thereof. The Resolution plan, among other matters provide that upon the approval of this Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and receipt of the payment towards the IRP Costs and by the creditors in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether admitted/verified/submitted/rejected or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future) including any liabilities, losses, penalties or damages arising out of non-compliances, to which the Company is or may be subject to and which pertains to the period on or before the Effective Date (i.e. September 6, 2019) and are remaining as on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution plan further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the Company and there shall be no set off of any such amount recoverable by the Company against any liability discharged or extinguished.
Note - 31 Share Based Payment Reserve
The Share Based Payment Reserve is used to recognise Fair Value of the option issued to employees at the grant date under the ‘PFL Employee Stock Option Plan 2023' (“ESOP 2023”/”Plan”).
Description of share based payment arrangements
Employee stock option - equity settled Share-based payment arrangements:
The Company vide special resolution passed by the Shareholders at their meeting held on February 2, 2024 approved grant of up to 1,08,59,845 options to eligible directors and employees of the Company.
In terms of the said approval, the eligible directors and employees are entitled against each option to subscribe for one equity share of face value of H 2/- each at a discount up to 20% (Twenty Percentage) from the market price of the Shares as on the date of grant.
The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which they stand cancelled. In the case of termination of employment by the Company, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled. There are no other vesting conditions, apart from service condition.
Share price: The closing price on NSE as on one day prior to the date of grant has been considered for valuing the options granted.
Exercise Price: Excercise Price is the price as determined by the Nomination and Remuneration Committee.
Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value of the options.
Time to Maturity: Time to Maturity/Expected Life of options is the period for which the Company expects the options to be live.
Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities.
Expected dividend yield: Expected dividend yield has been calculated as dividend paid divided by market price as on the date of grant.
The expected price volatility is determined using annualized standard deviation (a measure of volatility used in Black- Schole options pricing model) and the historic volatility based on remaining life of the options.
Note - 32
Ruchi J-Oil Private Limited (“Ruchi J-Oil”) is under liquidation, financial statements after March 31, 2019 are not available of “Ruchi J-Oil” and management of the Company expects to recover the carrying amount of investment.
Note - 33 Segment Reporting A. General Information
(a) Factors used to identify the entity’s reportable segments, including the basis of organisation
Based on the criterion as mentioned in Ind-As-108-””Operating Segment””, the Company has identified its reportable segments, as follows:
• Segment-1 Edible Oils
• Segment-2 Food & Other FMCG
• Segment-3 Home & Personal Care • Segment-4 Wind Turbine Power Generation
Unallocable - All the segments other than segments identified above are collectively included in this segment.
With effect from November 1, 2024, based on acquisition of non-food business, increased focus and business review carried out by the Managing Director (Chief Operating Decision Maker - CODM) of the Company, the Company has reported one more segment i.e. Home & Personal Care. Also the Company has renamed Food & FMCG segment from “Food & FMCG” to “Food & Other FMCG. Now the Company has identified the four reportable segments, i.e. Edible oils, Food and Other FMCG, Home & Personal Care, Wind Turbine Power Generation.
The Chief Operating Decision Maker (“CODM”) evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by operating segments. The CODM reviews revenue and gross profit as the performance indicator for all of the operating segments.
The assets and liabilities that can not be allocated between segments are shown as unallocable assets and liabilities, respectively.
wherein a demand of H 1,476.88 lakh were raised on the Company. Accordingly, reassessment orders raising demand for assessment year 2015-16 & 2016¬ 17 & penalty order for assessment year 2013-14 were challenged by the Company before the Hon'ble NCLT.
Income tax assessments for Assessment Years 2017-18, 2018-19 and 2019-20 were completed and demands aggregating to H 2,82,706.93 lakh had been raised on the Company. Accordingly, these demands were challenged by the Company before Hon'ble NCLT and same has been quashed by Hon'ble NCLT vide order dated April 11, 2022. Post receiving the
Note - 37
In earlier years:¬ - The Hon'ble National Company Law Tribunal, Mumbai (“NCLT”) vide order June 27, 2022 quashed reassessment proceedings initiated vide notices u/s 148 for assessment years 2013-14, 2015-16 and 2016-17. Thereafter, inspite of Hon'ble NCLT order, the Income Tax Officer, completed the reassessment proceedings and demands aggregating to H 9,289.22 lakh were raised on the Company. For assessment year 2013-14 penalty were also levied u/s 271(1)(c) of the IT Act consequent to the reassessment order passed
Hon'ble NCLT order the Company has also applied for order giving effect to Hon'ble NCLT order before the Income Tax Officer. Further, in respect of demand of H 2,77,173.66 lakh pertaining to assessment year 2018-19 the Company as a prudent measure have also applied for rectification of errors apparent from records. It was understood that the Income Tax Department has preferred an appeal against the said orders of Hon'ble NCLT with High Court of Bombay.
With respect to application filed before Hon'ble NCLT regarding reassessment/assessment proceedings initiated for assessment years 2013-14, 2015-16, 2016-17 and 2019¬ 20 it is stated that the said application was heard, and the order was passed on April 11, 2022. The Hon'ble Bench of NCLT in the said order after duly considering the submissions of the company and placing reliance on the order of Hon'ble Supreme Court of India in the matter of Ghanshyam Mishra & Ors. -vs.- Edelweiss Asset Reconstruction Company has allowed the application of the company and held that there is no substance in notices issued by the department.
Further, the Income Tax Department challenged the order dated January 11, 2024 passed by Hon'ble NCLT before Hon'ble Jurisdictional High Court by way of writ petition no. 13323 of 2023. The writ petition was heard, and Hon'ble jurisdictional High Court vide its order dated April 17, 2024 pleased to dispose-off the writ petition in the favour of the company.
Furthermore, the Income Tax Department filled the special leave petition against the order dated April 17, 2024 passed by the Hon'ble High Court by way of SLP(Civil) Diary no. 54337/2024. The SLP was heard, and Hon'ble Apex Court vide its order dated January 15, 2025, also dismissed the appeal in favour of the company. Accordingly, the demand related to assessment years 2013-14, 2015-16, 2016-17 and 2019-20 is disposed off.
With respect to the remaining assessment years i.e. AY 2017-18 and 2018-19, the Hon'ble NCLT vide numerous orders restrained the department from issuing any notices/ orders under any section of the income tax act which relate to a period prior to the date of approval of the resolution plan.
Subsequently, on the basis on various courts and Hon'ble NCLT orders, the Company filed the petition before the department to give effect of the said order to the income tax departmental record. The income tax department after duly considering the order effect petition, deleted the demand arising out of the impugned notices/orders from the it's record.
However, despite the fact that Hon'ble NCLT order has been held in favour of the Company, the department completed the re-assessment proceeding for A.Y. 2018-19 and raised a demand amounting to H 20,986 Lakh on the Company vide
order dated March 30, 2024. The Company has challenged this order before the Hon'ble NCLT.
The aforesaid application was heard by Hon'ble NCLT (IA No. 4145 of 2024), and the order was passed on October 14, 2024 after considering submission of the company and placing reliance on the judgement in the case of Ghanshyam Mishra & Ors. -vs.- Edelweiss Asset Reconstruction Company has allowed the application of the company on the contention that the same is related to a period prior to the date of approval of the resolution plan i.e. December 9, 2019 and held that notice passed u/s 148 of the Income Tax Act,1961 holds no substance and issued direction to extinguish the demand raised.
The above demand pertain to the period prior to the effective date (i.e. September 6, 2019) of the Resolution Plan as approved by the Hon'ble National Company Law Tribunal, Mumbai (“NCLT”). As per the orders dated September 4, 2019 of the Hon'ble NCLT, Mumbai, “ .... However, it is to be made clear that while approving the resolution plan, we have dealt with every aspect of the resolution plan in details and all the claims which have been admitted during CIRP are being dealt with by us in terms of the resolution plan. Anyone who has not filed its claim then he will not have any right to agitate the same after the approval of the resolution plan.” In respect of above demand, no claims were submitted by the Income Tax Department during the corporate insolvency resolution process.
In view of above, the Company does not expect any liability on account of above demand.
Note - 38
The shareholders of the Company approved a preferential issue of 1,86,70,213 Equity Shares at a price of H 7 per share to Ashav Advisory LLP (“AAL”) in February 2020, subject to receipt of necessary approvals (including stock exchanges and the lenders of Company). The Company did not received final approvals in this regard from the Stock Exchanges, Lenders and Securities Exchange Board of India (“SEBI”). Aggrieved by this, AAL filed an appeal before the Hon'ble Securities Appellate Tribunal at Mumbai (“SAT”) which has been dismissed by the SAT. AAL challenged the SAT order in Hon'ble Supreme Court of India. The matter was listed before Hon'ble Supreme Court and they have instructed not to proceed with the appeal on account of pending arbitration proceedings. Accordingly, the appeal has been dismissed as withdrawn.
Further, a separate arbitration proceeding between Ashav Advisory LLP (“AAL”) and Patanjali Ayurved Limited (“PAL”) & others [Patanjali Parivahan Private Limited, Divya Yog Mandir Trust, Patanjali Gramudyog Nyas and Ruchi Soya Industries Limited (“RSIL”) (Now known as Patanjali Foods Limited)], in which claimant (“AAL”) is praying for award transferring 11%
B. Fair Valuation Techniques used to determine Fair Value
The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following methods and assumptions were used to estimate the fair values:
(i) Fair value of trade receivable, cash and cash equivalents, other bank balances, current borrowings, trade payables, other current financial assets and other current financial liabilities are approximate at their carrying amounts largely due to the short-term maturities of these instruments.
(ii) The fair values of non-current borrowings are approximate at their carrying amount due to interest bearing features of these instruments.
(iii) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
(iv) Fair values of quoted financial instruments are derived from quoted market prices in active markets and fair value of mutual funds are derived at net assets value (NAV) which is published by mutual fund operators.
(v) Fair value of forward contract are derived on the basis of mark-to-market as provided by the respective bank.
(vi) Fair value of open purchase and sale contracts is based on commodity prices listed on NCDEX stock exchange and prices available on Solvent Extractor's association (SEA) along with quotations from brokers and adjustments made for grade and location of commodity and in case of Commodity
futures it is based on commodity prices listed on MCX/NCDEX/ACE stock exchange.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: Quoted prices/published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.
Level 2: Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Risk management framework
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's primary risk management focus is to minimize potential adverse effects of risks on its financial performance. The Company's risk management assessment policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management of these policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Risk Management Committee, Audit Committee and the Board of Directors are responsible for overseeing these policies and processes.
(i) Market risk
Market risk is the risk of changes in the market prices on account of foreign exchange rates, interest rates and Commodity prices, which shall affect the Company's income or the value of its holdings of its financial instruments . The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the returns.
(a) Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the Statement of Profit and Loss, where any transaction has more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.
Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar, Canadian dollar and Australian dollar, against the respective functional currencies (INR) of the Company.
The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange. The Company does not use derivative financial instruments for trading or speculative purposes.
(b) 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's exposure to market risk for changes in interest rates relates to borrowings from banks and others.
For details of the Company's short-term borrowings, Refer Note 16(a) of these financial statements.
Interest rate sensitivity
The Company's Investments into Preference Shares of GHI Energy Private Limited @ 6% are carried at fair value. Interest rate gets fixed in respect of short-term borrowing at the time of availment, hence there is no interest rate risk associated with such borrowing. They are therefore not subject to interest rate risk as defined
in Ind AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.
(c) Commodity risk
The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as demand and supply, import and exports, weather, government policies, changes in global demand resulting from population growth and changes in standards of living and global production of similar and competitive crops. During its ordinary course ofbusiness, the value of the Company's open sales and purchases commitments and inventory of raw material changes continuously in line with movements in the prices of the underlying commodities. To the extent that its open sales and purchases commitments do not match at the
end of each business day, the Company is subjected to price fluctuations in the commodities market.
While the company is exposed to fluctuations in agricultural commodities prices, its policy is to minimize its risks arising from such fluctuations by hedging its purchases either through direct sale of similar commodity or through futures contracts on the commodity exchanges.
In the course of hedging its purchases either through direct sale or through futures contracts, the company may also be exposed to the inherent risk associated with trading activities conducted by its personnel. Commodities price risk is the financial risk which effects company performance and company strategically manages it, by judicious usage of short-term and long¬ term price contracts, hedging through derivatives product on various commodity exchanges. The company has in place a robust, well-designed risk management policy and governance framework to effectively safeguard its interest from price volatility and minimize risk exposure.
To hedge commodity related risk, the open outstanding position of forward/future as on March 31, 2025 is Soya Degum Oil 4,980.528 MT.
To hedge commodity related risk, the open outstanding position of forward/future as on March 31, 2024 is Crude Palm Oil 98,250.00 MT and Soya Degum Oil 2,286.144 MT.
(d) Equity risk
Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of some of the Company's investments in Fair value through Other Comprehensive Income securities exposes the Company to equity price risks. In general, these securities are not held for trading
purposes. These investments are subject to changes in the market price of securities. The fair value of equity securities as of March 31, 2025, was H 1,991.14 Lakh [Previous Year H 2,870.61 Lakh] . A Sensex standard deviation of 4% [Previous Year 6%] would result in change in equity prices of securities held as of March 31, 2025 by H 79.65 Lakh.[Previous Year H 172.24 Lakh]
(ii) Credit Risk
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 and arises principally from the Company's receivables from customer. The Company establishes an allowance for doubtful debts, impairment and expected credit loss that represents its estimate on expected credit loss model.
A. Trade receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
Expected credit loss assessment for customers as at March 31, 2025 and March 31, 2024
Exposures to customers outstanding at the end of each reporting year are reviewed by the Company to determine expected credit losses. Impaired amounts are based on lifetime expected losses based on the best estimate of the management. The impairment loss related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances.
B. Cash and cash equivalents
The Company holds cash and cash equivalents with credit worthy banks of H 8,821.84 Lakh as at March 31, 2025 [Previous Year H 53,743.00 Lakh].The credit worthiness of such banks is evaluated by the management on an on-going basis and is considered to be good.
C. Derivatives
The derivatives are entered into with credit worthy on counterparties. The credit worthiness of such counterparties is evaluated by the management on an on-going basis and is considered to be good.
D. Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter-parties that have a good credit rating. The Company does not expect any losses from non-performance by these counter¬ parties apart from those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.
(iii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company has been taking measures to ensure that the Company's cash flow from business borrowing is sufficient to meet the cash requirements for the Company's operations. The Company managing its liquidity needs by monitoring forecasted cash inflows and outflows in day to day business. Liquidity needs are monitored on various time bands, on a day to day and week to week basis, as well as on the basis of a rolling 30 day projections. Net cash requirements are compared to available working capital facilities in order to determine headroom or any short falls. Presently company's objective is to maintain sufficient cash to meet its operational liquidity requirements.
B. Dividends
The Board of Directors in their meeting held on March 13, 2024 declared an interim dividend of H 6/- per equity share of H 2/- each for the financial year ended March 31, 2024. The record date for payment was March 21, 2024 and the same was paid on March 30, 2024. This was final dividend and approved by the members of the Company at ensuing Annual General Meeting.
The Board of Directors in their meeting held on October 24, 2024 declared an interim dividend of H 8/- per equity share of H 2/- each. The record date for payment was November 4, 2024 and the same was paid on November 12, 2024. The Board of Directors has recommended final dividend of H 2/- per equity share of H 2/- each for the financial year ended March 31, 2025 in the meeting held on May 15, 2025. This payment of dividend is subject to approval of members of the Company at ensuing Annual General Meeting of the Company.
C. Debt Covenants
In order to achieve the overall objective of capital management amongst other things, aims to ensure that it meets critical covenants attached to interest bearing loans, there have been breaches in the critical covenants in current year.
- The Company needs to obtain external rating from an external credit rating agency, update the same at regular intervals and submit the same to the bank failing which penal interest is levied.
Note - 45
The Serious Fraud Investigation Office (SFIO) , New Delhi had started investigation into the affairs of the Company in the year 2018 and it is still ongoing. Certain information have been sought from the company. Enforcement Directorate (ED) has sought certain information about the Company and its certain transactions with erstwhile foreign subsidiary and one overseas party for the period prior to the effective date (i.e. September 6, 2019) of the Resolution Plan as approved by Hon'ble National Company Law Tribunal (“NCLT”), Mumbai. ED has also sought certain information in connection with outstanding Export Data Processing and Monitoring System (EDPMS) and Import Data Processing and Monitoring System (IDPMS) related mostly to Pre CIRP period. The Company is fully co-operating with both the authorities.
Since the above matters relates the period prior to the effective date (i.e. September 6, 2019) of Resolution Plan, the management is of the view that in terms of provisions of Section 32 A and 31 of the Insolvency and Bankruptcy Code, 2016, Company shall not have any financial implication on it.
Note - 46
Accounting and disclosures on Business Combinations as per Ind AS 103:- The Board of Directors of the Company at its meeting held on July 1, 2024, the Company has entered into a Business Transfer Agreement (“BTA”) with Patanjali Ayurved Limited (“PAL”) to acquire the non-food business undertaking i.e. Home and Personal Care business carried out by PAL, including movable assets, immovable properties, contracts, licenses, books and records, employees and assumed liabilities (as defined in the BTA as “Business Undertaking”) including manufacturing plants. The Company has a strong presence in the soya foods and edible oils segment. The Company has a strong presence in the Food & FMCG and Edible Oils segment. This acquisition will create a unique opportunity for the Company to participate and create value in the Home and Personal Care products category in India.
Pursuant to Business Transfer Agreement (“BTA”), as amended, with effect from November 1, 2024 (“Acquisition Date”), the Company has acquired above said business as a going concern on a slump sale basis, for cash consideration of H 1,10,000 Lakh. Accordingly, on acquisition date, all the assets including intangible assets identified amounting to H 1,14,021.42 Lakh and assumed liabilities acquired amounting to H 210.26 Lakh are accounted at fair value in accordance with IND AS 103 on Business Combinations, differential amount of H 3,249.26 Lakh after considering effects of deferred tax liabilities are credited to Capital Reserve. In this regard, in-principal approval/No Objection Certificate, from one of the lenders of the PAL i.e. State Bank of India, in respect of said transfer are yet to be received. The expenses incurred in connection with Business acquisition amounting to H 2,982.04 Lakh are charged to the statement of profit and loss account. The Following is the summary of total assets and total liabilities acquired by the Company at the date of acquisition:-
Note - 47
Details of Loan given, Investment made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013.
(a) No Loan has been given by the Compnay to body corporate as at March 31, 2025 and March 31, 2024.
(b) Investment made by the Company as at March 31, 2025 and March 31, 2024 [Refer Note 5(a) and 8(a)]
(c) No Guarantee has been given by the Company as at March 31, 2025 and March 31, 2024.
Note - 48 Relationship with Struck off Companies
There is no balance outstanding as on March 31,2025 on account of any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
Note - 49 Other Statutory Information
(a) No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(b The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(c) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(d) The Company have not traded or invested in Crypto Currency or Virtual Currency during the financial year.
(e) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(f) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
Note - 50
The management and authorities have the power to amend the Financial Statements in accordance with section 130 and 131 of the Companies Act, 2013
- The financial statements of the Company for the year ended March 31, 2025 were approved and adopted by Board of Directors in their meeting held on May 15, 2025.
Note - 51
The figures for the previous year have been re-grouped/re-arranged, wherever necessary, to correspond with the current year classification/disclosures. The same are strictly not comparable due to acquisition of Non-Food Business as mentioned in note 46.
As per our report of even date attached For and on Behalf of Board of Directors
For Chaturvedi & Shah LLP
Chartered Accountants
Registration No. 101720W/W100355
Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana
Partner Chairman Managing Director Chief Executive Officer
Membership No. 109859 DIN No. 01778007 DIN No. 01651754
Kumar Rajesh Ramji Lal Gupta
Date: May 15, 2025 Chief Financial Officer Company Secretary
|