(i) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of Re.10/- each. Each equity share holder is entitled to one vote per equity share held.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Details of borrowings:
(1) Cash Credit (CC),Overdraft(OD) and Others mentioned in (a) amounting to Rs. 571.86 Lakhs (31 March 2022: Rs.2086.46) were obtained from HDFC Bank Reamaining amount mentioned in (a) amounting to Rs. 1218.06 Lakhs (31 March 2022: Rs.1867.08) obtained from Kotak Bank respectively are secured by way of:
HDFC Bank security details
a) .Primary Security:
i.The Loan from HDFC Bank is primary secured against stock Less than 180 days book debts and personal guarantee given by Mr. Ch. Rajendra Prasad and Fixed Deposit of 20% as security.
b) .Collateral Security:
Pledge of equity shares of the company.
c) .Guarantees: Personal guarantees of
ii) .Mr.Surinder Tikoo
iii) .Mr.PS Batttacharya
iv) Mr. Challa Rajendra Prasad.
36. Earnings Per Equity Share :
"Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit/(ioss) attributable to equity holders (after adjusting for interest on the CompuLsory convertibie debentures) by the weighted average number of equity shares outstanding during the period/year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
B. Below tables sets forth the changes in the projected benefit obligation and plan assets and amounts recognised in the standaione Baiance Sheet as at March 31, 2023 and March 31, 2022, being the respective measurement dates:
38. Contingencies and Commitments:Claims against the company acknowledged as debts
1) On account of Direct tax matter* - Rs. NIL (31 march 2022 :NiL) ii) Other claims#
In the ordinary course of business, the Company faces cLaims and assertions by various parties. The Company assesses such cLaims and assertions and monitors the LegaL environment on an ongoing basis, with the assistance of externaL LegaL counseL, wherever necessary. The Company records a Liability for any cLaims where a potentiaL loss is probable and capable of being estimated and discloses such matters in its financial statements, if materiaL. For potentiaL Losses that are considered possibLe, but not probabLe, the Company provides discLosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
The foLLowing is a description of cLaims and assertions where a potentiaL Loss is possibLe, but not probabLe. The Company beLieves that none of the contingencies described beLow wouLd have a materiaL adverse effect on the Company's financial condition, results of operations or cash flows.
#Claims
There are various cLaims against the Company, the majority of which pertain to government body investigations with regards to regulatory compliances (Regulation of Supply, Distribution, Sale and fixation of Sale Price Act, EssentiaL Commodities Act, Andhra Pradesh Cotton Seeds Act) for seed sampling faiLure and consumer complaints under the consumer protection Act 1986 & 2019 regarding with this matter the amount of possible Liability is not ascertainabLe based on the opinion given by the externaL LegaL counseL accordingLy the same has discLosed in accordance with Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.
Note; The list of undertakings covered under MSMED Act was determined by the Company on the basis of information available with the Company.
Note 41.Disclosure pursuant to Indian Accounting Standard (Ind AS) 108 "Operating Segments"
a) . The Company's operations predominantly consist of Sale of Agriculture Seeds. The Comapny's Chief
Operating Decision Maker (CODM) review the operations of the company as a single reportable segment only. Hence there are no reportable segments under Ind AS 108. Accordingly, the disclosure requirements specified in paragraphs 22 to 30 are not applicable.
b) .Geographical information
The Company operates in single principal geographical area i.e., India. Though the Company has operations across various geographies within India, the same are considered as a single operating segment considering the following factors
-These operating segments have similar long term gross profit margins
-The nature of the products and production processes are similar and the methods used to distribute the products to the customers are the same.
c) . In view of the above mentioned classification of business and geographical segments the particulars relating
to Segment revenue and results, Segment assets and liabilities, Other segment information, revenue from major products and services, geographical information are not required to be furnished.
"The fair value of trade receivables, other financial assets, cash and cash equivalents, other bank balances, borrowings, trade payables and other financial liabilities approximate their carrying amount largely due to short-term nature of these instruments.
Measurement of fair valuesi).Transfer between Level 1 and 2
There have been no transfers from LeveL 2 to LeveL 1 or vice-versa in the current year and no transfers in either direction in previous year,
43.Financial risk management objectives and policies
The Company's financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, Loans, trade receivabLes and other receivabLes,
The Comapny's risk management poLicies are established to identify and anaLyse the risks faced by the Company, to set appropriate risk Limits and controLs and to monitor risks and adherence to Limits, Risk management poLicies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.
The Board of Directors of the Company has overaLL responsibility for the establishment and oversight of the Company's risk management framework. In performing its operating, investing and financing activities, the Company is exposed to the Credit risk and Liquidity risk.
1. Market Risk: Market risk is the risk of loss of future earnings, fair values or future cash flows that may results from change in the price of a financial instrument. The value of a financial instrument may change as result of
change in the interest rates, foreign currency exchange rates, equity prices and other market changes may affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments and deposits, foreign currency receivables, payables and loans and borrowings. Market risk comprises mainly three types of risk:
Interest rate risk, currency risk and other price risk such as equity price risk and commodity risk.
The Company has an elaborate risk management system to inform Board Members about risk management and minimization procedures
a) interest Rate Risk :-
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any changes in the interest rates environment may impact future rates of borrowing. The Company mitigates this risk by maintaining a proper blend of Fixed & Floating Rate Borrowings.
The Company regularly scans the Market & Interest Rate Scenario to find appropriate Financial Instruments & negotiates with the Lenders in order to reduce the effect Cost of Funding.
Interest Rate Sensitivity: The following table demonstrates the sensitivity to a reasonably possible change in interest rates on financial assets affected. With all other before tax is affected through the impact on finance cost with respect to our borrowing, as follows: variables held constant, the Company's profit / (Loss)
b) Commodity Price Risk and Sensitivity:
Commodity price fluctuations can have an impact on the demand of seeds for particular crop. Therefore, we track the commodity price movements very closely and take advance production decisions accordingly. In addition to the above, Company also maintains a strategic buffer inventory to ensure that such disruptions do not impact the business significantly.
c) Foreign currency 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. The Company exposure to the risk of changes in foreign exchange rates relates primarily to the Comapny's operating activities (when revenue or expense is denominated in a foreign currency). 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. Any movement in the functional currency of the various operations of the company against major foreign currencies may impact the company's revenue in international business. The company valuates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks."
2 Credit Risk:
Credit risk is the risk that counterparty might not honour 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 reoeivabies),
a) ,Trade Reoeivabies: Customer credit risk is managed based on company's established poLioy, procedures and controls. The company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors, Credit risk is reduced by receiving pre-payments and export Letter of credit to the extent possible. The Company has a well defined sales policy to minimize its risk of credit defauits, Outstanding customer reoeivabies are reguiariy monitored and assessed, Impairment anaiysis is performed based on historioai data at eaoh reporting date on an individuai basis, However a Large number of minor reoeivabies are grouped into homogenous groups and assessed for impairment ooiieotiveiy,
b) .Provision for Expected Credit Losses
The Company makes aiiowanoes for expected credit Losses which is being assessed on a oase to oase basis in respect of dues outstanding for significant period of time i.e above 720 days as per the management estimates, Further, management beiieves that the unimpaired amounts that are due is ooiieotabie in fuii, based on historioai payment behaviour and extensive anaiysis of customer credit risk,
3 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 is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The Company relies on a mix of borrowings and operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowings facilities at all times so that the Company does not breach borrowing Limits or covenants (where appiioabie) on any of its borrowing facilities,
Note no 48.
Previous year figures are regrouped wherever considered necessary to confirm to current year classification. Note 49.0ther Statutory information
i. The Company does not have any immovabie property other than Properties where company is Lessee and Lease agreements are duiy executed in the favour of Lessee.
ii. The Company did not have any Investment Property during the year.
iii. The company has not revalued its Property, Plant and Equipment.
iv. The Company has not Revaiued any of its Intangibie assets heid in the name of the company during the year.
v. "The Company has made Loans and Advances in the nature of Loans granted to Promoters, Director's, KMP's and reiated parties of Rs. (in Lakhs).
vi. No proceedings have been initiated during the year or are pending against the company at March 31, 2023 and March 31, 2022 for hoiding any binami property under Binami transactions (Prohibition) Act, 1988 (as amended in 2016) and ruies made there under.
vii. There are no charges or satisfaction to be registered with ROC beyond the statutory period.
viii. The Company has not declared as wilful defaulter by any bank, financial Institution or other lender.
ix. There are no Transactions with struck off companies u/s 248/250 of the Companies Act, 2013.
x. The Company is in compliance with number of Layers prescribed under ciause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Ruies,2017.
xi. The company has not advanced/Loaned/invested or received funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), inciuding foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall 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 provide any guarantee, security or the like to or on behalf of the ultimate Beneficiaries.
xii. There are no reguiatory account baiances during the year.
xiii. The Company is not required to apply its funds to Corporate Social Responsibility activities( CSR) u/s 135 of The Companies Act, 2013.
xiv. The Company does not have any Undisciosed Income during the Year.
xv. The Company has not invested in Crypto currency or Virtuai currency.
Pursuant to the Scheme of amalgamation sanctioned by the Hon'ble National Company Law Tribunal, Bench at Hyderabad vide its order dated 12th day of November, 2021 Grandeur Products Limited was merged with our Company Tierra Agrotech Limited. Two employee benefit plans, namely, Grandeur Employee Stock Option Scheme II, 2016 (GPLESOS II, 2016) and the Grandeur Employees Stock Purchase Scheme 2017" ("GPL-ESPS 2017") were formulated vide special Resolution passed by the Shareholders of Grandeur Products Limited dated 8th November, 2016 and at Extra Ordinary General Meeting held on 25th March, 2017 respectively , Upon the Merger of Grandeur Products Limited with Tierra Agrotech Limited, the aforesaid schemes are continued as Schemes of Tierra Agrotech Limited. Details regarding the above mentioned schemes along with their status as follows.
Scheme 1: The company has instituted Grandeur Employees Stock Option Scheme II (GPLESOS II, 2016) of 7,50,000 stock options of Rs. 10/- each which is exercise price or any other price as decided by Compensation and Remuneration Committee of the Company, the options issued under this scheme are convertible into equity shares and the vesting period of options is one year not later than two years from the date of grant of options issued under this scheme issued to the eligible employees of the company (as decided by management) and the scheme was approved by the Shareholders through postal ballot dated 8th November, 2016.
Scheme 2: The company also issued and granted 7,50,000 equity shares of Rs. 10/- each under the scheme namely Grandeur Employees Stock Purchase Scheme 2017 (GPL-ESPS, 2017) to Grandeur Products Limited Employees Welfare Trust (GPL Trust) and also the company provided a loan of amount Rs. 61,19,600/- for acquisition of above allotted shares to GPL Trust & this was approved by shareholders of the company at the Extra Ordinary General Meeting held on 25th March, 2017. The purchase price of the share issued/granted shares under this scheme to GPL Trust will be determined by the Board of Trustees of the GPL Trust in consultation with the board of directors of the company & Nomination and Remuneration Committee of the Company.
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