3.15 Provisions, Contingent Liabilities and Capital Commitments
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on management's estimate required to settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent liability also arises, in rare cases, where a liability cannot be recognised because it cannot be measured reliably.
Contingent assets are disclosed in the financial statements.
3.16 Earnings per Share
Basic earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company and weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares).
3.17 Cash and Cash equivalents
Cash and cash equivalents include cash at bank, cash, cheque and draft on hand. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
3.18 Cash Flows
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.
3.19 Trade Receivable
A receivable is classified as a 'trade receivable' if it is in respect of the amount due on account of goods sold or services rendered in the normal course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the EIR method, less provision for impairment.
3.20 Trade payable
A payable is classified as a 'trade payable' if it is in respect of the amount due on account of goods purchased or services received in the normal course of business. These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. These amounts are unsecured and are usually settled as per the payment terms stated in the contract. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the EIR method.
3.21 Leases
Company as a lessee
The Company, as a lessee, recognises a right of- use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset.
The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset.
The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses an incremental borrowing rate.
For short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term.
C. Application of new and amended standards:
The company has adopted, with effect from April 1,2024, the following new and revised standards and interpretations. Their adoption has not had any significant impact on the amounts reported in the financial statements.
(i) MCA has issued amendments to IND AS 116 concerning sale and leaseback contracts. The amendment specifies the requirements for a seller-lessee in measuring the lease liability arising from a sale and leaseback transaction. It ensures that the seller-lessee does not recognize any amount of the gain or loss related to the right of use it retains.
a) Capital Reserves
Reserves is created primarily on acquisition as per statutory requirement. This reserve is utilised in accordance with the specific provision of the Companies Act, 2013.
b) Securities Premium
The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This can be utilized in accordance with the provisions of the Companies Act, 2013. There is no movement in securities premium during
d) Money received against share warrants
During the year ended March 31, 2025, the Board of Directors of the Company, in their meeting held on December 5, 2024, have approved a issuance of 15,00,000 share warrants, each are convertible into fully paid-up Equity Shares of the Company, on preferential basis at a issue price of Rs. 174 per Convertible share warrants. The Company received an aggregate consideration of Rs. 652.50 Lacs, towards minimum 25% of the Total Consideration of the Warrants. Each warrant is convertible into one Equity Share of the Company and the rights attached to Warrants can be exercised at any time, within a period of 18 months from the date of allotment of Warrants. Upon such conversion, Warrant Holders will hold 10.65% Equity Shares in the Company, on fully diluted basis. Equity Shares so issued upon conversion of the Warrants, shall rank pari-passu to existing Equity Shares of the Company.
Note:
I) Secured borrowings
Term Loan From NBFCs
a) Term loan from Bank of Baroda amounting to Rs. 2,111.01 lakhs (P.Y. Rs. 2,571.69 lakhs) . It carries an interest rate in the range of 9.00% p.a.. The loan is repayable in 78 monthly installment starting from 10th May, 2023
b) Term loan from Bank of Baroda amounting to Rs. 173.33 lakhs (P.Y. Rs.230.21 lakhs) . It carries an interest rate in the
range of 9.00% p.a.. The loan is repayable in 59 monthly installment starting from 10th August, 2024.
c) Term loan from Bank of Baroda amounting to Rs. 344.72 lakhs (P.Y Rs.365.00 lakhs) . It carries an interest rate in the
range of 9.00% p.a.. The loan is repayable in 35 monthly installment starting from 10th February, 2025
d) Term loan from Bank of Baroda amounting to Rs. 438.51 lakhs (P.Y. Rs.Nil). It carries an interest rate in the range of
9.00% p.a.. The loan is repayable in 60 monthly installment starting from 10th June, 2026.
e) Term loan from Bank of Baroda amounting to Rs. 33.53 lakhs (P.Y. Rs.Nil). It carries an interest rate in the range of
9.00% p.a.. The loan is repayable in 60 monthly installment starting from 10th September, 2025 The above loan from Bank of Baroda are secured by
The above loan is secured against hypothecation of entire Machineries, electrical installations, furniture & fixtures, office equipment's and other movable fixed assets of the Company, situated at the above mentioned factories, present & future.
Vehicle loans From Bank
a) Vehicle loan from Bank of Baroda amounting to Rs.38.25 lakhs (PY : Rs.Nil ) is secured against respective vehicles. It carries interest rate of 8.95% p.a. and is repayable in 84 equal monthly installment.
b) Vehicle loan from Bank of Baroda amounting to Rs. 15.17 lakhs (PY : Rs.Nil ) is secured against respective vehicles. It carries interest rate of 9.05% p.a. and is repayable in 84 equal monthly installment.
c) Vehicle loan from Mercedes Benz Financial Institution amounting to Rs. 128.58 lakhs (PY : Rs.Nil) is secured against respective vehicles. It carries interest rate of 8.65% p.a. and is repayable in 60 equal monthly installment.
d) Vehicle loan from HDFC Bank amounting to Rs. 8.03 lakhs (PY : Rs.13.55 lakhs) is secured against respective vehicles. It carries interest rate of 7.30% p.a. and is repayable in 60 equal monthly installment.
e) Vehicle loan from Kotak Bank amounting to Rs. 6.59 lakhs (PY : Rs. 10 lakhs) is secured against respective vehicles. It carries interest rate of 7.15% p.a. and is repayable in 60 equal monthly installment.
f) Vehicle loans from HDFC Bank amounting to Rs. Nil (PY : Rs. 12.49 lakhs) are secured against respective vehicles. The loan has been fully repaid.
g) Vehicle loan from Axis Bank amounting to Rs. Nil (PY : Rs. 0.34 lakhs) is secured against respective vehicles. The loan has been fully repaid
h) Vehicle loan from HDFC Bank amounting to Rs. Nil (PY : Rs.15.06 lakhs) is secured against respective vehicle. The loan has been fully repaid.
Note 37 : Earnings per equity share (EPS)
The amount considered in ascertaining the Company's earnings per share constitutes the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.
(ii) Fair value hierarchy
Fair value hierarchy explains the judgement and estimates made in determining the fair values of the financial instruments that are -
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
Assets and Liabilities that are disclosed at Amortised Cost for which Fair values are disclosed are classified as Level 3.
If one or more of the significant inputs is not based on observable market data, the respective assets and liabilities are considered under Level 3.
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
B. Financial Risk Management
Risk management framework
A wide range of risks may affect the Company's business and operational / financial performance. The risks that could have significant influence on the Company are market risk, credit risk and liquidity risk. The Company's Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimise potential adverse effects of such risks on the company's operational and financial performance.
i Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk.
a) Interest rate risk
Company's interest rate risk arises primarily from borrowings. The interest rate profile of the Company's interest¬ bearing financial instruments is as follows.
Other Price risk
The company is not exposed to the other price risk
b) Foreign currency risk
The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee. Our exposure are mainly denominated in U.S. dollars. The USD exchange rate has changed substantially in recent periods and may continue to fluctuate substantially in the future. The Company's business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations. This intent has been achieved in all years presented. The Company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.
c) Commodity and other price risk
The Company is not exposed to the commodity and other price risk.
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 trade and other receivables, cash and cash equivalents and other bank balances. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.
a) Trade and other receivables from customers
Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Company's historical experience for customers.
b) Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks of Rs. 448.06 lakhs and Rs. 153.00 lakhs as at 31 March 2025, and 31 March 2024 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.Also, Company invests its short term surplus funds in bank fixed deposit, which carry no / low mark to market risks for short duration therefore does not expose the Company to credit risk.
iii. Liquidity risk
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.
Liquidity risk is managed by Company through effective fund management of the Company's short, medium and long¬ term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and other borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
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 Company strives to safeguard its ability to continue as a going concern so that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.
To maintain or adjust the capital structure, the Company usually turns to reputed banks and other financial institutions for funds. Consistent with others in the industry, the Company monitors its capital using the gearing ratio which is total debt divided by total capital plus total debts.
Note 49 :
The Board of Directors, in its meeting held on 23rd October 2024, had approved a Scheme of Arrangement (“”the Scheme””) of merger with Vitanosh Ingredients Private Limited. Documents has been submitted, approval from BSE Limited is received on 28th March 2025 and awaiting the approval from SEBI and NCLT. Pending regulatory and other substantive approvals, no adjustments have been recorded in the financial results for the quarter ended 31st March 2025.
Note 50 : Additional Regulatory Information Required By Schedule iii To The Companies Act, 2013
1. The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
2. The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
3. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
4. Utilisation of borrowed funds and share premium
I. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
II. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
5. The Company does not have any 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 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
6. The Company has not traded or invested in crypto currency or virtual currency during the year.
7. The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies
beyond the statutory period.
8. The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year. Note 51 : Prior year comparatives
The financial statements for the year ended 31st March, 2024 were audited by another firm of Chartered Accountants and the same have been regrouped, re-arranged and reclassified, wherever considered necessary, to confirm with the current year's presentation. Figures wherever not available/ furnished, if any in last year's financial statements have not been given and hence are not strictly comparable.
As per our report of even date attached
For DMKH & Co. For and on behalf of the Board
Chartered Accountants LACTOSE (INDIA) LIMITED
Firm Registration No.116886W CIN: L15201GJ1991PLC015186
Sd/- Sd/- Sd/- Sd/-
Shikha Kabra Atul Maheshwari Sangita Maheshwari Ritesh Pandey
Partner Managing Director Whole Time Director & CFO Company Secretary
Mem. No. 179437 DIN : 00255202 DIN : 00369898 ACS : A-45942
Place: Mumbai Place: Mumbai
Date : 30th May, 2025 Date : 30th May, 2025
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