(b) Rights, preference and restrictions attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share. The dividend, if proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive residual assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by each shareholder.
Note: The shares of the Company are held by two entities viz Intellect Buildcon Private Limited and Prakruti Commosale Private Limited, being 280,270 number of shares equivalent to 6.76% holding. Such shares were allotted pursuant to composite scheme of arrangement sanctioned by Hon'ble National Company Law Tribunal (NCLT) vide order dated 13th November, 2024. This holding is in contravention to the provisions of Section 19 of Companies Act, 2013 (as amended). The Company is in the process of determining the appropriate course of action regarding such shares which, upon finalization, may result in change in issued shared capital and earnings per share.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
(All amounts in Rs. Lakhs, unless stated otherwise)
29. Commitments and contingencies
|
|
As at
31st March, 2025
|
As at
31st March, 2024 (Restated)
|
A. Capital commitments
|
|
|
Estimated amount of contracts remaining to be executed on capital account and not provided for [net of advances Rs.Nil (31st March, 2024 (Restated) - Rs. 571 lakhs)]
|
|
5,124.41
|
B. Contingent liabilities
|
|
|
Bank guarantees
|
|
|
The Company has given bank guarantees details of which are as below:
|
|
|
In favour of various parties against various contracts
|
497.14
|
231.51
|
The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required.
|
|
|
Claims against the Company not acknowledged as debt
|
|
|
Demand for income tax matters
|
719.62
|
719.62
|
Future cash outflows in respect of the above matters are determinable only on receipt of judgments/decisions pending at various forum/authority. Based on the legal opinions taken by the company, the management believes that the company has a good chance of success in above mentioned matters and hence no provision is considered necessary.
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|
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30. Employee benefits
A. Post employment defined contribution plans Provident fund and pension fund
The Company provides provident fund and pension fund benefits for eligible employees as per applicable regulations wherein both employees and the Company make monthly contributions at a specified percentage of the eligible employee's salary. Contributions under such schemes are made to regulatory authority. Such provident fund and pension fund benefit is classified as defined contribution scheme as the Company does not carry any further obligations, apart from the contribution made on a monthly basis which is recognised as expense in the Statement of Profit and Loss, as indicated below:
B. Post employment defined benefit plan Gratuity plan (unfunded)
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees as per The Payment of Gratuity Act, 1972. Liability for gratuity has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Indian Accounting Standard 19 the details of which are as hereunder:
Significant actuarial assumptions for the determination of the define benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis have determind based on reasonably possible changes of the assumptions occuring at the end of the reporting period, while holding all other assumptions constant In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the project unit credit method at the end of reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the Balance Sheet.
VII. Risk analysis
(i) Longevity risk / Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.
(ii) Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
# The remuneration of key management personnel is determined by the Nomination and Remuneration Committee having regard to the performance of individuals and market trends. Key management personnel and close family members of key management personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 - 'Employee Benefits' in the financial statements. The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel. As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to key management personnel and close family members of key management personnel is not ascertainable and therefore not included above.
## The term of Mr. Keshab Kumar Halder, Managing Director of the Company ended on 31st March 2025 and hence he was recommended for appointment as the Managing Director in the Board Meeting held on 14th February 2025 w.e.f 1st April 2025 for a term of 5 years subject to the approval of the Shareholders in the ensuing General Meeting.
Terms and conditions of transactions with related parties
The Company routinely enters into transactions with these related parties in the ordinary course of business at market
rates and terms. The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions with third parties. Outstanding balances at the year-end are unsecured and settlement occurs through normal banking channels.
Advances paid to key management personnel are short term in nature and primarily includes advances for travel for business purposes.
During the year ended 31st March, 2025 and 31st March, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
32 A. Fair value measurement
The following table provides the fair value hierarchy of the Company's assets and liabilities:
(b) Fair value measurements
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in an orderly transaction in the principal (or most advantageous) market at measurement date under the current market condition regardless of whether that price is directly observable or estimated using other valuation techniques.
The Company has established the following fair value hierarchy that categorizes the values into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market (for example derivative instruments) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. For example, the forward contracts is valued based on Mark to Market statements from banks.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31,2025 and March 31,2024.
The management assessed that cash and cash equivalents, other bank balances, trade receivables, loans, trade payables, borrowings and other financial assets and liabilities (except derivative instruments) approximate their carrying amounts largely due to the short-term maturities of these instruments. Derivative instruments are measured at fair value at the end of each reporting period.
32 B. Financial risk management objectives and policies Risk management framework
The Company's principal financial liabilities, other than derivatives, 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, other than derivatives include trade and other receivables, loans and cash and cash equivalents that derive directly from its operations.
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses derivative financial instruments, such as foreign exchange forward contracts, foreign currency option contracts, principal only swaps, cross currency swaps that are entered to hedge foreign currency risk exposure, interest rate swaps, coupon only swaps to hedge variable interest rate exposure and commodity fixed price swaps to hedge commodity price risks. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
The Corporate Treasury team updates the Audit Committee on a quarterly basis about the implementation of the above policies. It also updates the Risk Management Committee of the Company on periodical basis about the various risks to the business and status of various activities planned to mitigate the risks.
(a) 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. The Company is exposed to different types of market risks. The market risk is the possibility that changes in foreign currency exchange rates, interest rates and commodity prices may affect the value of the Company's financial assets, liabilities or expected future cash flows.The fair value information presented below is based on the information available with the management as of the reporting date.
(a.1) Foreign currency exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee.
The following analysis is based on the gross exposure as at the reporting date which could affect the statement of profit and loss. The exposure is mitigated by some of the derivative contracts entered by the Company as disclosed under the section on "Derivative financial instruments”
Derivative financial instruments
The Company uses foreign exchange forward, future and option contracts to hedge its exposures in foreign currency arising from firm commitments and highly probable forecast transactions. The proportion of forecast transactions that are to be hedged is decided based on the size of the forecast transaction and market conditions. As the counterparty for such transactions are highly rated banks or recognised exchange(s), the risk of their non-performance is considered to be insignificant. Such derivatives are not designated under hedge accounting and changes in the fair value of such hedges are recognised in the Statement of Profit and Loss. Forward exchange contracts that were outstanding on respective reporting dates are given below:
(a.2) 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 the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company's cash flows as well as costs. The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company's interest rate exposure is mainly related to debt obligations. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The financial assets which are bank fixed deposits are at a fixed rate of interest.
The exposure of the Company's financial assets and financial liabilities as at 31st March, 2025 and 31st March, 2024 to interest rate risk is as follows
(a.3) Commodity price risk
The Company's revenue is exposed to the risk of price fluctuations related to the sale of its products. Market forces generally determine prices for such products sold by the Company. These prices may be influenced by factors such as supply and demand, production costs (including the costs of raw material inputs) and global and regional economic conditions and growth. Adverse changes in any of these factors may reduce the revenue that the Company earns from the sale of products.
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture and trading of rice, palmolein oil, crude soyabean oil and refined soyabean oil and therefore require a continuous supply of paddy, palmolein oil, crude soyabean oil and refined soyabean oil being the major input used in the manufacturing and trading. To mitigate the risk of supply and price fluctuations, domestic and overseas sources are bench-marked to optimize the allocation of business share among various sources. The Company mitigated the risk of price volatility by entering long term and short term contracts for the purchase of these commodities based on estimated annual requirements.
The Company does not have any commodity forward contract for Commodity hedging.
The following table details the Company's sensitivity to a 5% movement in the movement in the price of paddy, palmolein oil, crude soyabean oil and refined soyabean oil. The sensitivity analysis includes only 5% change in commodity prices for quantity puchased during the year, with all other variables held constant. A positive number below indicates an increase in profit or equity where the commodity prices decrease by 5%. For a 5% increase in commodity prices, there would be a comparable impact on profit or equity, and the balances below are negative.
(b) 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. The Company's approach to managing liquidity is to ensure as far as possible, it will have sufficient liquidity to meet its liabilities when they are due. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
The tables below analyses the Company's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant:
If the interest rates applicable to floating rate instruments are increased/decreased by 1%, the profit before tax for the year ended 31st March, 2025 would decrease/ (increase) by Rs. 267.47 Lakhs (31st March, 2024 : Rs 212.26 lakhs) on an annualised basis. This assumes that the changes in the amount of floating rate debt during the year from that in place as at beginning to as at year end has followed an uniform pattern.
(c) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, and other financial instruments, as applicable.
Trade receivables
Credit risk arising from trade receivables is managed in accordance with the Company's established policy, procedures and control relating to customer credit risk management. The average credit period on sales of products is less than 90 days. The concentration of credit risk is limited due to the fact that the customer base is large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis.
In respect of external trade receivables, the Company measures the loss allowance at an amount equal to lifetime expected credit losses using a simplified approach. Based on evaluation of historical credit loss experience, management considers an insignificant probability of default in respect of receivables which are less than one year overdue. Receivables which are more than one year overdue are analysed individually and allowance for expected credit loss is recognised accordingly. Receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
32 C. Capital management
For the purpose of the Company's capital management, capital includes issued equity capital and other equity. The Company's primary capital management objectives are to ensure its liability to continue as a going concern and to optimize the cost of capital in order to enhance value to shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the Company may pay dividend or repay debts, raise new debt or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2025 and 31st March, 2024 respectively. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.
Cash and cash equivalents, other bank balances and derivative financial instruments
Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and derivative financial instruments is evaluated as very low.
Loans and other financial assets measured at amortised cost
Loans (comprising loan to employees) and other financial assets are considered to have low credit risk since there is a low risk of default by the counterparties owing to their strong capacity to meet contractual cash flow obligations in the near term. Credit risk is evaluated based on the Company's knowledge of the credit worthiness of those parties and loss allowance is measured. For such financial assets, the Company policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.
34. Segment Reporting:
The segment reporting of the Company has been prepared in accordance with Ind AS-108, "Operating Segment” (specified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provisions of the Act). For management purposes, the Company is organized into business units based on its products and services and has two reportable segments as follows:
a) Operating segments
Rice : Parboiled rice, puffed rice, rice bran, rice husk, rice husk ash, broken rice and rejection rice
Edible Oil : Crude Rice Bran Oil, De-Oiled Rice Bran, Refined Rice Bran Oil, Crude Soyabean Oil, Refined Soyabean Oil, Refined Sunflower Oil, Palmolein Oil, Mustard Oil, Rice Bran Wax, Gums, Spent Earth, Fatty Acid, Stearin, Acid Oil and Rice Lecithin.
b) Identification of segments
Operating segments have been identified on the basis of the nature of product / services and have been identified as per the quantitative criteria specified in the Ind AS. The CODM monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
c) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "unallocable”
d) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets, borrowings and other assets and liabilities that can not be allocated to a segment on reasonable basis have been disclosed as "unallocable”
(a) Income on financial assets and costs on financial liabilities are not allocated to individual segments as the underlying instruments are managed at company level.
(b) Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed at company level.
(c) Capital expenditure consists of additions of property, plant and equipment, capital work in progress and intangible assets.
35. Business Combination
The Board of Directors of the Company in its meeting held on July 20, 2022, had approved the composite scheme of arrangement (the Scheme), amongst the Company viz Halder Venture Limited ("HVL") ("Transferee Company”) and entities under common control of the Transferee Company viz. P.K.Agri Link Private Limited ("PKAL") Shri Jatadhari Rice Mill Private Limited ("SJRM"), PK.Cereals Private Limited ("PKC"), JDM Commercial Private Limited ("JDM") and Reliable Advertising Private Limited ("RAPL") ("Transferor Companies"), in terms of Section 230-232 and other applicable provisions of Companies Act, 2013. The Scheme inter alia provides for the amalgamation of such entities under common control of the Company with the Company and as consideration, issue equity shares of the Company to all the shareholders of PKAL, SJRM, PKC and RAPL (other than to itself) in accordance with the Share Exchange Ratio mentioned in the Scheme.
The aforesaid Scheme was sanctioned by Hon'ble National Company Law Tribunal (NCLT) Kolkata Bench vide order dated November 12, 2024. The Scheme has become effective from January 01,2025 upon filing of the certified copy of the orders passed by NCLT with the relevant Registrar of Companies. Consequent to the amalgamation all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company. The Appointed Date of the Scheme is June 1,2022.
The amalgamation has been accounted in accordance with "Pooling of interest method" as laid down in Appendix C -'Business combinations of entities under common control' of Ind AS 103 notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015. Accordingly the Company has taken over total assets of Rs.25,540.80 lakhs, total liability of Rs.14,907.17 lakhs and total reserves of Rs.11,402.89 lakhs from the transferor companies. The difference of consideration paid with net assets/ (liabilities) acquired from transferor companies being Rs.1,069.15 lakhs were transferred to Capital Reserve. The expenses for the business combination being Rs.33.19 lakhs has been recorded as Exceptional Items. Accordingly, comparatives have been restated to give effect of the amalgamation from the beginning of the previous year.
39. Dividend income
Consequent to the scheme coming into effect and in accordance with the Share Exchange ratio enshrined in the scheme, the Company has allotted its 9,85,345 equity shares of Rs. 10/- each (fully paid-up) to the equity shareholders of erstwhile PKAL, SJRM, PKC, and RAPL other than the Company as on the 'Record Date' fixed for the said purpose, i.e., January 17, 2025.
36. Proposed Dividend
The Board of Directors of the Company have proposed a final dividend of Re.1 /- per fully paid-up Equity Share of Rs. 10/- each for the financial year ended 31st March, 2025 (31st March, 2024: Re. 1 /-). The proposed dividend is subject to the approval of shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
37. Dues to micro enterprises and small enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came in to force from 2nd October, 2006, certain disclosures are required to be made relating to micro, small and medium enterprises. On the basis of the information and records available with management, outstanding dues to the micro and small enterprises as defined in the MSMED Act, 2006 are disclosed as below.
The Company has accrued dividend income from a foreign subsidiary company i.e. Hal Exim Pte Limited Rs.2256.74 lakhs of which interim dividend in respect of financial year ended 31st July, 2025 declared on 31st December, 2024 being Rs.1688.24 lakhs is yet to be received as at 31st March, 2025. The Company is following up with its subsidiary for its earliest repatriation in compliance with local laws of the subsidiary's country of incorporation i.e. Singapore.
40. Compliance with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
With effect from 1st April, 2023, the Ministry of Corporate Affairs (MCA) has made it mandatory for every company, which uses accounting software for maintaining its books of accounts, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company has implemented Microsoft Business Central Dynamics 365 Enterprise Resource Planning (ERP) software to maintain its books of accounts with effect from 1st April, 2024 which has a feature of recording audit trail facility and migrated its books of accounts to ERP from such date. The Company determined that implementation of the above notification to ensure enabling appropriate audit log at database level in aforesaid ERP from its date of implementation would lead to a severe system performance degradation thereby adversely impacting business operations and users, besides requiring significant additional storage and supporting infrastructure. Accordingly the audit trail feature was not enabled for direct database changes using certain access rights. In addition audit trail feature was not enabled throughout the year for purchase of raw materials, changes in inventories and purchase of stock-in-trade. Management is in the process of setting up an audit trail feature and its preservation for direct database changes and transactions referred to above in due course.
With a view to address the above challenges while ensuring compliance with the MCA notification and mitigate the risks involved therein, the Company has appropriately designed and implemented alternate mitigating controls over
direct changes at database level and transactions referred to above.Wherever audit trail is enabled, there were no instance of the audit trail feature being tampered with.
41. Capital advance
(a) The Company emerged as the successful bidder for acquisition of leasehold rights in land measuring 20.89 acres more or less along with construction thereon including all plant & machineries and all other moveable assets at Haldia Manufacturing Unit of K.S. Oil Limited (In liquidation) in the e-auction held on 2nd February 2024 and accordingly a Letter of Intent was issued by the Liquidator on 3rd February, 2024 for payment of sale consideration.
The Company paid an Earnest Money Deposit being Rs. 571.15 lakhs for participating in the e-auction which was adjusted with the sale consideration. The balance consideration of Rs. 5795.00 lakhs was paid on 28th March, 2025. Thereafter sale certificate was issued and the possession and custody of the property was handed over by the Liquidator.
As per the Sale Certificate, applicable taxes including GST on the assets portion of the sale consideration, stamp duty on the conveyance/leasehold rights value and other charges to be levied by Government of West Bengal for transfer of lease in the name of the Company would be separately payable by the Company. Pending finalization of lease deed which might impact commencement of lease, completion of transfer of lease in the name of the Company and its registration with the statutory authorities, the total amount paid on such acquisition along with other directly attributable expenses and borrowing cost being Rs. 6,429.61 lakhs has been transferred to Capital Advance.
Further, subsequent to the year end, an appeal has been filed by an aggrieved party with Hon'ble Supreme Court of India in respect of the aforesaid sale of property whereof the initial directive was status quo of the said property.
(b) The Company emerged as the highest bidder for acquisition of a commercial office measuring 2062 sq ft carpet area at Mumbai in the auction held on 10th September 2024 under Enforcement of Security Interest Act, 2002 and accordingly a sale certificate was issued and the possession and custody of the property was handed over by the seller.
Pending resolution of an ongoing litigation in respect of the aforesaid property which has impacted peaceful possession and custody of the property, the completion of transfer of title to the asset in the name of the Company and its registration with the statutory authorities, the total amount paid on such acquisition along with other directly attributable expenses being Rs. 612.21 lakhs has been transferred to Capital Advance.
@ Represents step-down subsidiaries of Hal Exim Pte Limited
# Represents subsidiary acquired w.e.f 1st June, 2022 pursuant to Scheme of Arrangement as detailed in Note 35.
44. Additional disclosures/regulatory information as required by Schedule III to the Companies Act, 2013
(a) At the Balance Sheet date, there is no unutilised amount in respect of any issue of securities and long term borrowings from banks and financial institutions. The borrowed funds have been utilised for the specific purpose for which the funds were raised.
(b) The company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
(c) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(d) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(e) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(f) The Company has not defaulted on loans payable and have not been declared wilful defaulter by any bank or financial
institution or Government or any Government authority.
(g) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) 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:
i) 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
ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(h) The Company has not received any funds from any person(s) or entity(ies), including foreign entities ("Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries”); or
ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) The Company has performed the assessment to identify transactions with struck-off companies as at 31st March, 2025 and identified no company with any transactions.
(j) The company have not 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 (such as, search or survey or any other relevant provisions of the Income Tax Act,1961).
45. Title deeds of Immovable Properties not held in name of the Company :
Title of immovable properties having Gross Block of Rs.488.09 lakhs (March 31,2024 (Restated) 488.09 lakhs) and Net Block of Rs.405.42 lakhs (March 31,2024 (Restated) 416.00 lakhs) is yet to be transferred in the name of the Company.
# The borrowings were sanctioned by banks in the name of Transferor Companies that were amalgamated pursuant to the Scheme of Amalgamation as detailed in note 35 are in the process of being transferred in the name of the Transferee Company at the end of the year.
(a) The term loan is secured by way of exclusive charge by hypothecation on all the machineries and other movable fixed assets pertaining to unit II financed by the bank. Loan is secured by collateral security of first pari-passu charge on the entire 3.69 accres of land in the name of the Company (pertaining to unit I) at P.S.-Sainthia, Dist-Birbhum, under area of Ahmedpur Gram Panchayat, and 3.99 acres of land in the name of the Company (pertaining to unit II) at P.S.-Sainthia, Dist-Birbhum, under area of Ahmedpur Gram Panchayat & buildings, sheds, and other civil structures, pertaining to Unit I & Unit II along with working capital limits of BOB and Axis Bank. The first charge is shared on pari-passu basis for the term loan of BOB and working capital limits of BOB and Axis Bank. The second charge is on plant and machinery pertaining to unit II and current assets of the company, both present and future shared on pari-passu basis along with working capital limit. Loan is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(b) The term loan is secured by first pari passu charge on equitable mortgage of all that leasehold land (of which transfer of lease in the name of the Company is yet to be completed) measuring 20.89 acres in P.S.Bhabanipur, J.L.No 149 under Mouza - Debhog, District-Purba Mednipore together with all plant structures standing thereon admeasuring 84,644 sq ft in the said property. Loan is also secured by Corporate Guarantee of the Company and its subsidiaries viz.Intellect Buildcon Private Limited, Prakruti Commosale Private Limited and Halder Greenfuel Industries Limited and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder, Mrs. Poulomi Halder and Mr. Koustuv Halder.
(c) The term loan and working capital limit is secured by first pari-passu charge on the entire current assets of the company both present and future and first pari-passu charge on hypothecation of the entire movable fixed assets of the company both present and future ( other than motor vehicles, if any). Limit is secured by collateral security of first pari-passu charge on land and building of the factory situated at Mouza- Siur. JL No. 129, LR Khatian NO-279, under Bhorkune Gram Panchayat, first pari-passu charge on land and residential building at Mouza-Nalhati, P.O.-Nalhati, P.S.-Nalhati,, Dist-Birbhum locoted at JL NO-53, Kh No-1347, Dag No-2459, Areo 11.57 satak holding no-29/A on ward no.02 in the name of Mr. Prabhat Kumar Halder. Limit is also secured by Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(d) The working capital limit is secured by first pari passu charge over the entire current assets of the company both present and future along with other working capital lenders i.e, Axis Bank, Union Bank and ICICI Bank. Limit is secured by collateral security of first pari passu charge on land and building of the factory, area 1243 decimal situated at Mouza - Siuri, Plot No. 1,3,4,5,21,29,32 JL No. 129, L R khatian no. 279 under Bhurkona Gram Panchayat along with working capital lenders i.e, Axis Bank, Union Bank and ICICI Bank, first pari passu charge on land and building and the residential property area- 11.57 decimal at mouza - Nalhati, P.O and P.S - Nalhati, Dist. - Birbhum, JL No 53, LR khatian No. 7108, Dag no. 2549, Area -11.57 Shatak, at Nalhati on ward No. 2, Birbhum in the name of Mr. Prabhat Kumar Halder along with working capital lenders i.e, Axis Bank, Union Bank and ICICI Bank, first pari passu charge on the entire plant and machinery of unit I along with Axis Bank, Union Bank and ICICI Bank. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(e) The working capital limit is secured by immovable fixed assets (6th floor, room no 626 and 10th floor, room no 1012, Strand Road, Diamond Heritage building, Kolkata, West Bengal, India, 700001) and by Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(f) The working capital limit is secured by first pari-passu charge on the entire current assets of the company both present and future and first pari-passu charge on hypothecation of the entire movable fixed assets of the company both present and future ( other than motor vehicles, if any). Limit is secured by collateral security of first pari-passu charge on equitable mortgage of property located at Holding No. 29/A, Netaji Subhas Road, PO & PS Nalhati, Dist. Birbhum, West Bengal 731 220, in the name of Mr. Prabhat Kumar Halder, first pari passu charge on equitable mortgage of property located at NH 60, Vill: Siur, PO Mohubona, PS Sadaipur, Chowkita ADSRO Suiri, Dist. Birbhum, West Bengal 731 102 under Bhorkune Gram Panchayat having Plot No 1,3,4,21 and 29 Old Khatian No. 42, 69, 101,277, New Khatian No. 279, Mouza Siur, JL No 129, in the name of the Company, first pari-passu charge on hypothecation of plant & machinery of the Company both present and future.. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder and Mrs. Poulomi Halder.
(g) The working capital limit is secured by exclusive charge by hypothecation of all type stock including raw material, W.i.P, finished goods, packing material, stock in transit including all other current assets with book debts both present and future. Limit is secured by collateral security of exclusive equitable mortgage of all that piece and parcel of land with all structures & sheds (Factory Land & Building) constructed on the land area admeasured total 211.00 decimals more or less, appertaining to L.R. Khatian No.878, pertaining to Twenty L.R Dag No. 748, 759, 762, 763,764, 765, 766, 767, 768, 769, 770, 771, 772, 780, 781, 782, 785, 786, 787 & 788 of Village/Mouza -lshwarpur, J.L No.155, PS Sainthia, Dist-Birbhum, under area of Ahmedpur Gram Panchayat, exclusive hypothecation on entire plant & machineries with all other fixed asset (other than financed by other Bank/FIs) of company both present & future. Loan is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder and Mr. Prabhat Kumar Halder.
(h) The working capital limit is secured by first pari-passu charge by way of hypothecation on the entire current assets including raw materials, WlP, finished goods, stock in process, book debts, advance to suppliers, and other movables present and future stores and /or to be stored in factory & godown along with working capital lenders. Limit is secured by collateral security of first pari-passu charge on entire 3.69 acres of the land along with building, sheds and other civil structures pertaining to unit I situated at JL No 15 5, LR Khatian No 922, Mouza - lshwarpur, PS - Sainthia, Dist. -Birbhum under Ahmadpur Gram Panchayet, Pin 731201 along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on entire 3.99 acres of land in the name of company along with buildings, shed and other civil structures pertaining to Unit ll (excluding Plant and machinery financed by BOB) situated at JL NO I55, LR Khatian No 922, Mouza - lshwarPur, PS - Sainthia, Dist - Birbhum under Ahmadpur Gram Panchayet, Pin 731201 along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on entire plant and machineries pertaining to existing unit-l along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on cash collateral along with working capital lenders, second pari-passu charge on the entire plant and machinery of unit II along with working capital lenders. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
48. There were no significant adjusting events after end of the reporting period which require any adjustment or disclosure.
49. Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March, 2025, MCA has not notified any new standard or amendments to the existing standards applicable to the Company.
50. Previous year's figures have been reclassified wherever necessary, to align it to current year's classification.
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