M. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Provisions involving substantial degree of estimation in measurement are recognized when there is a legal or constructive obligation as a result of past events and it is probable that there will be an outflow of resources and a reliable estimate can be made of the amount of obligation. Provisions are not recognised for future operating losses. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Contingent liabilities are not recognised and disclosed by way of notes to the financial statements 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 when there is a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the same or a reliable estimate of the amount in this respect cannot be made.
When there is a possible obligation or a present obligation and the likelihood of outflow of resources is remote, no provision or disclosure for contingent liability is made.
Contingent Assets are not recognized but disclosed in the financial statement by way of notes when inflow of economic benefit is probable.
N. EMPLOYEE BENEFITS
Employee benefits are accrued in the year in which services are rendered by the employee.
Short-term Employee Benefits
Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related services are provided. Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period.
Bonus
The Company recognizes a liability and an expense for bonuses. The Company recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Post Employment Benefits
The Company operates the following post employment schemes:
- Defined Benefit Plans
In case of Defined Benefit Plans, the cost of providing the benefit is determined using the Projected Unit Credit Method with actuarial valuation being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in Other Comprehensive Income for the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, if any, and as reduced by the fair value of plan assets, where funded. Any asset resulting on account of this is limited to the present value of any economic benefit available in the form of refunds from the plan or reductions in future contributions to the plan.
- Defined Contribution Plan
Defined contribution plans such as provident fund etc. are charged to the statement of profit and loss as and when incurred. Contribution to Superannuation fund and Provident Fund, a defined contribution plan is made in accordance with the company's policy and is recognised in the Statement of Profit and Loss.
O. OPERATING AND OTHER INCOME
i. REVENUE FROM SALE OF PRODUCT
Revenue from contracts with customers is accounted for only when it has commercial substance, and all the following criteria are met:
(i) parties to the contract have approved the contract and are committed to perform their respective obligations;
(ii) each party's rights regarding the goods or services to be transferred and payment terms there against can be identified; and
(iii) consideration in exchange for the goods or service to be transferred is collectible and determinable.
Revenue from contract with customers is recognized on satisfaction of performance obligation, when control over the goods or services has been transferred and/or goods/ services are delivered/ provided to the customer. Delivery occurs when the goods have been sold or shipped or delivered to a specific location, and the customer has either accepted the goods under the contract or the company has sufficient evidence that all the criteria for acceptance have been satisfied.
Revenue is measured at the amount of transaction price (consideration specified with the customers) allocated to that performance obligation. The transaction price of goods sold is net of variable consideration on account of rebates, claims and discounts, returns, Goods and Service Tax (GST) and such other taxes collected on behalf of third party not being economic benefits flowing to the company are excluded from revenue. Accumulated experience is used to estimate and provide for the discounts/ right of return, using the expected value method.
A refund liability is recognized for expected returns in relation to sales made and corresponding assets are recognized for the products expected to be returned.
The company recognises as an asset, the incremental costs of obtaining a contract with a customer, if the company expects to recover those costs. The said asset is amortised on a systematic basis consistent with the transfer of goods or services to the customer.
ii. INTEREST, DIVIDEND AND CLAIMS
Dividend income is recognized when the right to receive payment is established. Interest has been accounted using effective interest rate method. Insurance claims/ other claims are accounted as and when admitted / settled.
iii. EXPORT BENEFITS
Export incentives are accounted for in the year of export if the entitlements and realisability thereof can be estimated with reasonable accuracy and conditions precedent to claim is fulfilled.
P. BORROWING COST
Borrowing cost comprises of interest and other costs incurred in connection with the borrowing of the funds. All borrowing costs general or specific are recognized in the Statement of Profit and Loss using the effective interest method except to the extent attributable to qualifying Property Plant Equipment (PPE) which are capitalized to the cost of the related assets. A qualifying PPE is an asset, that necessarily takes a substantial period of time to get ready for its intended use or sale. Borrowing cost also includes exchange differences to the extent considered as an adjustment to the borrowing costs.
Q. RESEARCH AND DEVELOPMENT
Research and development cost (other than cost of PPE and Intangible Assets acquired) are charged as an expense in the year in which they are incurred.
R. GOVERNMENT GRANTS
Government grants are recognized on systematic basis when there is reasonable certainty of realization of the same. Revenue grants including subsidy/rebates are credited to Statement of Profit and Loss Account under "Other Operating Income" or deducted from the related expenses for the period to which these are related. Grants which are meant for purchase, construction or otherwise to acquire non current assets are recognized as Deferred Income and disclosed under Non Current Liabilities and transferred to Statement of Profit and Loss on a systematic basis over the useful life of the respective asset. Grants relating to non-depreciable assets is transferred to Statement of Profit and Loss over the periods as specified for meeting the obligations related to such grants.
S. TAXES ON INCOME
Income tax expense representing the sum of current tax expenses and the net charge of the deferred taxes is recognized in the statement of profit and loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.
Current income tax is provided on the taxable income and recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences with respect to carry forward of unused tax credits and any unused tax losses/depreciation to the extent that it is probable that taxable profits will be available against which these temporary differences can be utilized.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets include Minimum Alternative Tax (MAT) measured in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability and such benefits can be measured reliably and it is probable that such benefit will be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when these relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax items in correlation to the underlying transaction relating to Other comprehensive income and Equity are recognised in Other comprehensive income and Equity, respectively
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and adjusted to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilized.
T. EARNINGS PER SHARE
Basic earnings per share are computed by dividing the net profit/(loss) attributable to the equity holders of the company by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net profit/(loss) attributable to the equity shareholders of the company by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
U. SEGMENT REPORTING
Operating segments are identified and reported taking into account the different risk and return, organisation structure and in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). CODM is responsible for allocating resources and assessing performance of the operating segments, financial results, forecasts, or plans for the segment and accordingly is identified as the chief operating decission maker.
4 CRITICAL ACCOUNTING JUDGMENTS, ASSUMPTIONS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY
The preparation of the financial statements in conformity with the measurement principle of Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Differences between the actual results and estimates are recognized in the year in which the results are known / materialized and, if material, their effects are disclosed in the notes to the financial statements.
Application of accounting policies that require significant areas of estimation, uncertainty and critical judgments and the use of assumptions in the financial statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below. The notes dealt with in para 4(a) to 4(j) below provide an overview of the areas that involved a high degree of judgement or complexity and of items which are likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
a) Depreciation / amortisation and impairment on Property, Plant and Equipment / ROU/ Intangible Assets.
Property, Plant and Equipment and Intangible Assets are depreciated/amortized on straight-line basis over the estimated useful lives in accordance with Internal assessment and Independent evaluation carried out by technical expert/ Schedule II of the Companies Act, 2013, taking into account the estimated residual value, wherever applicable. ROU are depreciated on a straight line basis over the shorter of the lease term and useful life of the underlying asset. The Company reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation/ amortization and amount of impairment if any to be recorded during any reporting period. This reassessment may result in variation in the amount of depreciation and amortisation in future period.
The company reviews its carrying value of its Tangible and Intangible Assets whenever there is objective evidence that the assets are impaired. In such situation Assets' recoverable amount is estimated which is higher of asset's or cash generating units (CGU) fair value less cost of disposal and its value in use. In assessing value in use the estimated future cash flows are discounted using pre-tax discount rate which reflect the current assessment of time value of money. In determining fair value less cost of disposal, recent market realisations are considered or otherwise in absence of such transactions appropriate valuations are adopted. The assumptions for cash flows and fair valuation as required in this respect are dependent on resolution of company's debt as dealt in Note no. 4(c) below read with Note no. 58 or otherwise which may have significant impact in the subsequent period.
b) Right of Use Assets and Lease liabilities
Ind AS 116 requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any option to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the company's operations taking into account among other things, the location of the underlying asset and the availability of suitable alternatives. The lease terms and impact thereof are reassessed in each year to ensure that the lease term reflects the current economic circumstances.
c) Going Concern assumption
As stated in Note no. 58, the financial statements of the company have been prepared on going concern assumption based on managements assessment of the expected successful outcome of steps and measures taken by the company and on resolution with respect to company's borrowing currently under evaluation. In the event of the managements expectation and estimate in this respect, not turing out to be feasible in future, validity of assumption for going concern and possible impact thereof, even though presently not determinable are expected to be material.
d) Fair valuation and Impairment of Loans
All financial instruments are required to be fair valued as at the balance sheet date, as provided in Ind AS 109- Financial Instruments and Ind AS 113- Fair Value Measurement. In this respect, judgement is exercised to determine the value at which such assets are to be recognised. This requires critical evaluation of the realisable value of assets based on estimation and judgements which may not turn out to be true and may lead to significant adjustments in value.
The above includes various loans and advances to companies which have been considered good and recoverable. Recoverability of these and interest thereagainst and/or adjustments required as stated in Note no. 56 will be determined based on the Resolution Plan as approved by Hon'ble NCLT currently under implementation in case of one of the promoter group company which was under CIRP or otherwise on completion of the resolution with respect to company's borrowing.
e) Impairment of Investments in Subsidiaries and Associates
The company reviews its carrying value of investments in Subsidiaries and Associates carried at cost/ deemed cost (net of impairment if any) annually or more frequently when there is an indication for impairment. If the recoverable amount is less than its carrying amount the impairment loss is accounted for in the standalone statement of profit and loss. As stated in Note no. 59, one of the step down subsidiary has been incurring cash losses and it's current liabilities are in excess of current assets and certain loans in respect of the said step down subsidiary has been restructured. Financial position of the step down subsidiary even though improving subsequent to the restructuring, status thereof are dependent on future uncertain event which may have a significant impact in the carrying value of investments.
f) Fair Value of Biological Assets
The fair value of Biological Assets is determined based on recent transactions entered into with third parties or available market price.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company.
g) Impairment Allowances on trade receivables
The Company evaluates whether there is any objective evidence that trade receivables are impaired and determines the amount of impairment allowance as a result of the inability of the customer to make required payments. The Company bases the estimates on the ageing of the trade receivable, their credit-worthiness and historical write-off experience. In case of variation in financial condition the amount of impairment as recognised may vary having a significant impact on the Financial Statement.
h) Taxes on Income
Significant judgment is required in determination of taxability of certain income and deductibility of certain expenses for estimation of the provision for income taxes including agricultural income. These are based on assumption and inferences and are subject to final assessment by the taxation authorities. Also there are matters pending before various judicial authorities outcome whereof are uncertain. Further, material judgement and assumptions are involved for arriving at timing differences and consequential adjustments on account of deferred taxation are given effect to wherever there are uncertainties leading to the variations in earlier assumptions
The Company has unused tax tax credits, unrecognised deferred tax assets and entitled to tax holiday in Assam and West Bengal for which management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profit together with future tax planning strategies. The management has reviewed the rationale for recognition of Deferred Tax Assets and based on the likely timing and level of profitability in future and expected utilisation of deferred tax thereagainst such recognition of deferred tax assets has been carried out. The amount of deferred tax is dependent upon the resolution with respect to company's borrowing as referred to in Note no. 58 and therefore assumption for reversal/adjustment of deferred tax is expected to be materially different upon completion of resolution with respect to company's borrowings for which required steps are being taken and effect will then be given on determination of amount thereof.
i) Provisions and Contingencies
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which are subject to change in future.
Management uses in-house and external legal professional to make judgments for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigations/ against the Company as it is not possible to predict the outcome of pending matters with accuracy.
The carrying amounts of provisions and liabilities and estimation for contingencies are reviewed regularly and revised to consider changing facts and circumstances.
j) Defined benefit obligation (DBO)
The present value of the defined benefit obligations and long term employee benefits depends on a number of factors that are determined on an actuarial basis using a number of assumptions. An actuarial valuation critical estimate of the DBO involves a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate, anticipation of future salary increases etc. as estimated by Independent Actuary appointed for this purpose by the Management. Due to the complexities involved in the valuation and being long-term in nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at every financial year end.
Nature and Purpose of Reserves
21.1 Capital Reserve
Represents the amount transferred from the transferor company pursuant to Scheme of Arrangement effected in earlier years.
21.2 Securities Premium
Securities Premium represents the amount received in excess of par value of securities and is available for utilisation as specified under Section 52 of Companies Act, 2013.
21.3 General Reserve
General reserve is a free reserve which is created by transfer of profits from retained earnings. As the general reserve is created by a transfer from one component to another and is not an item of Other Comprehensive Income, items included in the general reserve is generally not reclassified subsequently to Statement of Profit and Loss.
21.4 Other Reserves
Represents the balance amount of reserve which had arisen on transfer of Bulk Tea Division of Eveready Industries India Limited pursuant to Scheme of Arrangement.
21.5 Retained Earnings
Retained earnings generally represents amount of accumulated surplus/deficit of the company. This includes Other Comprehensive Income of (Rs. 7,402.90 lakhs) (31st March 2024: (Rs. 8,220.09 lakhs)) relating to remeasurement of defined benefit plans (net of tax) which cannot be reclassified to Statement of Profit and Loss.
21.6 Revaluation Surplus
Represents differential arising on revaluation of Property, Plant and Equipment by the erstwhile Bulk Tea Division of Everready Industries Limited demerged to the company with effect from 1st April 2004 pursuant to the Scheme of Arrangement. The said reserve has been carried over being part of PPE, recognised at carrying value as per previous GAAP as deemed cost on the date of transition to Ind AS. The amount of depreciation attributable to the said revaluation is transferred from the said reserve to general reserve as per the practice followed in this respect.
21.7 Other Comprehensive Income (OCI)
The company has elected to recognise changes in the fair value of non-current investments in Equity Instruments (other than Subsidiary and Associates) through OCI. This reserve represents the cumulative gains and losses arising on equity instruments measured at fair value. The company transfers amounts from this reserve to retained earnings when the relevant equity securities are disposed. This also includes gain/losses on re-measurement of defined benefit obligations which is transferred to retained earnings as stated in Note 21.5 above.
22.4 As stated in Note no. 58 before assignment of the loan, the lenders have invited expression of interest for sale/assignment of the debts aggregating to Rs. 1,10,469.00 lakhs representing the principal amount thereof following the Swiss Challenge Bid Process. Accordingly, the differential amount of Rs. 4,276.11 lakhs as disclosed in the EOI and those being carried forward in the financial statement have been adjusted against the finance cost for the year ended 31st March 2025.
22.5 The Security as disclosed above have been based on the charge documents filed with ROC. In respect of loans assigned as per Note no. 57, the charges have however been modifies as filed or yet to be filed in line with EOI for such assignment as stated in Note no. 58. These loans being classified as Secured, Subservient or Unsecured has also been based on the said EOI. Therefore in certain cases where charges or personal guarantee of managing director etc. in terms of original sanction letter pending execution as such have not been further disclosed. Further certain security which has been disposed off by the lenders for recovering their dues and accordingly such securities have not been disclosed herein above. As stated in the said note, resolution with respect to company's borrowing is under consideration and thereby terms and conditions including the period and amount of repayment etc. thereof and the security as given herein above will accordingly be modified on completion of the said resolution.
22.6 The disclosure given herein above has been made on the basis mentioned in Note no. 60(a). The default and amount due are therefore subject to confirmation and reconciliation with respective parties and on resolution of the company's borrowing under consideration by an ARC as stated in Note no. 58.
22.7 The company as agreed upon in various lenders meeting had been paying cut-back based on percentage of sales realisation as specified and are being adjusted against the cash credit/ other facilities as advised from time to time leading to debit balances which has therefore been netted off against Interest accrued and due as disclosed in Note no. 27.3.
22.8 Also Refer Note no. 57, 58, 60, 61 and 36.
25.3 The Board of Directors had in earlier years as well as in the current year has ratified the payment made by Individuals amounting to Rs. 3,500.00 lakhs, from body corporates amounting to Rs. 4,100.00 lakhs and from related parties amounting to Rs. 15,815.19 lakhs against settlements directly made by them for repayment of ICDs taken by the company in earlier years and invocation of third party securities provided to one of the lender against borrowing made by the company. Accordingly, disclosures in this respect have been made based on the terms and conditions as ratified and approved by the Board of Directors. This however does not include the payments made as per Note no. 25.2 above.
25.4 During the year ended 31st March 2024, one of the unsecured lender (erstwhile lender) had assigned a part of its loan amounting to Rs. 1,500.00 lakhs to one of the related party which had been taken on record and approved by the Board of Directors along with the terms and conditions as applicable for erstwhile lender. The said amount has been shown as unsecured loan from related party in these financial statements.
25.5 Borelli Tea Holdings Limited ('BTHL'), a wholly subsidiary of the company had entered into a capital contribution agreement with TLK Agriculture Joint Stock Company ('TLK'), taking Phu Ben Tea Company Limited ('PBTCL') (a Step Down subsidiary of the company) as a party to the said agreement whereby BTHL had sold 100% of Capital Contribution in PBTCL to TLK at a net consideration of USD 2,15,00,00. Consideration against these shares which were pledged to one of the lender banks who assigned it's loan to an ARC in earlier year, amounting to Rs. 1,920.66 lakhs as received in this respect has been adjusted by them against their outstanding dues on May 03, 2024. Such amount as stated in Note 60(a) has been adjusted against principal outstanding and an equivalent amount has been recognised as ICD from BTHL.
25.6 Pending completion of resolution with respect to company's borrowings as stated in Note no. 58 any further charge or satisfaction as such could not be filed with Registrar of Companies (ROC) and details of charges herein above are based on filings done earlier.
25.7 Refer Note no. 22.5 for basis of the disclosure of securities against the borrowings as mentioned herein above.
25.8 Also refer Note no. 36, 57, 58 and 60.
29.1 Hon'ble Supreme Court vide its judgement dated 20th September 2017 held that the provisions of Rule 8 of Income Tax Act, 1961 is not applicable while making payment of dividend distribution tax as per section 115-O of the Income Tax Act, 1961. No fresh proceedings/ demands has been made by the tax authorities in response to the aforesaid judgement passed by the Hon'ble Court. However, the Company has made full provision for tax in the financial statements in earlier years.
29.2 Shortfall in value of investments held by Employee Provident Fund Trust covered under defined benefit plan, as estimated and provided for in earlier years has been carried forward in these financial statements.
29.3 Provision for others include Rs. 105.00 lakhs (31st March 2024: Rs. 105.00 lakhs) which relates to various demands raised by the buyer's of Specified Assets of Tea Estates in respect of expenditure incurred by them in relation to period prior to hand over of such tea estates, pending reconciliation and finalisation of the same with the books of accounts. Further, provision of Rs. 1,500.00 lakhs (31st March 2024: Rs. 1,500.00 lakhs ) made in earlier year, being the estimated cost to be incurred in relation to Sale of Specified Assets of Tea Estates as reviewed during the year has been carried forward in these financial statements.
32.1 The company received request in earlier years as well as in current year from various bodies corporate to whom Loans were given and outstanding as on 31st March 2025 for waiver of Interest. Interest on unsecured loan given to various companies as given in Note no. 56(a), considering the uncertainty with respect to recoverability thereof and also that companies have requested to waive the interest pending finalisation of terms thereof has not been accrued. Such interest at the rate specified in earlier years works out to be Rs. 2,02,122.24 lakhs (including Rs. 33,131.52 lakhs for the year). As stated in Note no. 56(a), terms and conditions for repayment of loans including interest thereon shall be specified and outstanding amount shall be recovered/adjusted and/or restructured depending upon the outcome of the CIRP proceeding currently under implementation in case of one of the Group company where these loans have mainly been advanced to provide financial support and the legal proceedings initiated by the company against the borrowing companies or otherwise and/or on completion of the resolution of the company's borrowing as stated in Note no. 58. Further, in respect of interest accrued in earlier years and outstanding as on 31st March 2025, provision of Rs. 9,941.50 lakhs has been made and adjustments if any needed in this respect will be given effect to on completion of the resolution as stated in the said note.
36.1 Pending resolution with respect to company's borrowings, Interest on borrowings have been provided for as stated in Note no. 60(a).
36.2 Short term borrowings include unsecured loans of Rs. 30,500.06 lakhs taken/recognised by the company against which interest to the extent of Rs. 12,453.63 Lakhs (including Rs. 222.37 Lakhs for the year) has not been recognised pending final settlement/ completion of resolution of the company's debt as stated in Note no. 58. Interest in this respect as stated in Note no. 36.1 above have been determined on simple basis at stipulated rate or otherwise advised/considered for similar arrangements from time to time. This includes interest on Rs. 7,084.86 lakhs (including Rs. 4,975.66 lakhs pertaining to the current year) against payment made by certain parties on behalf of the company towards settlement of company' debt and advances taken in earlier year, whereby pending finalisation of terms and conditions, amount of interest thereagainst has been computed based on similar rate as considered in earlier years in other such cases. This however does not include interest if any on outstanding advances of Rs. 3,600.00 lakhs (net of Rs. 1,400.00 lakhs repayment made by third parties) from customers as stated in Note no. 28.2, pending recognition as Inter Corporate Deposits and finalisation of terms and conditions thereof. Further, Interest including compound/ penal interest if any payable with respect to these are currently not determinable and as such the amount in this respect have not been disclosed and included herein above.
39: SCHEMES OF AMALGAMATION/SCHEME OF ARRANGEMENT GIVEN EFFECT TO IN EARLIER YEARS
Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Schemes, such assets and liabilities remain included in the books of the Company under the name of the transferor companies (including other companies which were amalgamated with the transferor companies from time to time). This is as per the practice currently being followed and impacts if any arising in this respect will be recognised as and when determined.
40: EMPLOYEE BENEFITS
I. Defined Contribution Plan Provident Fund:
The Company makes contributions to Provident Fund and Pension Scheme for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the respective fund set up by the government authority. Contributions towards provident funds are recognised as an expense for the year. Further, the Company has also set up Provident Fund Trusts in respect of certain categories of employees which is administered by Trustees. Both the employees and the Company make monthly contributions to the Funds at specified percentage of the employee's salary and aggregate contributions along with interest thereon are paid to the employees/nominees at retirement, death or cessation of employment. The Trusts invest funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the Government under The Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.
The Actuary has carried out actuarial valuation of plan's liabilities and interest rate guarantee obligations as at the balance sheet date as per the principle laid down in Ind AS 19 issued by Ministry of corporate affairs and guidelines GN26 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate obligation of the Company as at the balance sheet date. The Company's contribution of Rs. 164.46 lakhs (31st March 2024: Rs.170.90 lakhs) to the Provident Fund Trust in this respect has been expensed under the 'Contribution to Provident and Other Funds'.
II. Post Employment Defined Benefit Plans:
The Post Employment defined benefit scheme are managed by Life Insurance Corporation of India Limited/Trust is a defined benefit plan. The present value of obligation is determined based on independent actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Details of such fund are as follows:
a) Gratuity (Funded)
The Company's gratuity scheme, a defined benefit plan is as per the Payment of Gratuity Act, 1972, covers the eligible employees and is administered through certain gratuity fund trusts. Such gratuity funds, whose investments are managed by insurance companies/trustees themselves, make payments to vested employees or their nominees upon retirement, death, incapacitation or cessation of employment, of an amount based on the respective employee's salary and tenure of employment subject to a maximum limit of Rs. 20.00 lakhs. Vesting occurs upon completion of five years of service. The amount of gratuity payable is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
b) Superannuation (Funded)
The Company's Superannuation scheme, a Defined Benefit plan, is administered through trust funds and covers certain categories of employees. Investments of the funds are managed by insurance companies /trustees themselves. Benefits under these plans had been frozen in earlier years with regard to salary levels then prevailing. Upon retirement, death or cessation of employment, Superannuation Funds purchase annuity policies in favour of vested employees or their spouses to secure periodic pension. Such superannuation benefits are based on respective employee's tenure of employment and salary.
c) Staff Pension - (Unfunded)
The Company's Staff Pension Scheme, a Defined Benefit plan, covers certain categories of employees. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee's salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.
Plan assets represent investment in various categories. The return on amounts invested with LIC is declared annually by them. Return on amounts invested with Insurance companies other than LIC is mostly by way of Net Asset Value declared on units purchased with some schemes declaring returns annually. Investment in Bonds and Special Deposit carry a fixed rate of interest. The expected return on plan assets is determined after taking into consideration composition of the plan assets held, assessed risk of asset management and other relevant factors.
VIII. Sensitivity Analysis
The sensitivity analysis below is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
Note:
1. The above related party information is as identified by the management and relied upon by the auditor.
2. All transactions from related parties are made in ordinary course of business. For the year ended 31st March 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year by reviewing the financial position of the related party and the market in which the related party operates.
3. In respect of above parties, there is no provision for doubtful debts as on 31st March 2025 and no amount has been written back or written off during the year.
4. Post-Employee benefits and other long-term employee benefits have been disclosed/paid on retirement/resignation of services but does not include provision made on actuarial basis as the same is available for all the employees together.
5. Also refer Note no. 56(b).
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. These assumptions are subject to resolution with respect to company's debt and determination of terms and conditions of borrowings and amount given as loans to various parties as stated in note no. 58 and 56 respectively:
a) The fair value of cash and cash equivalents, current trade receivables and payables, current financial liabilities and assets and short term borrowings approximate their carrying amount largely due to the short-term nature of these instruments. The management considers that the carrying amounts of financial assets and financial liabilities recognised at cost in the financial statements other than dealt with hereunder approximate their fair values.
b) The Company's long-term debt from Banks and financial institutions were originally contracted at floating rates of interest. Fair value of variable interest rate borrowings approximates their carrying value subject to adjustments made for transaction cost. Terms and conditions of the borrowings are pending resolution as stated in Note no. 58 and there is a uncertainty in this respect as on this date. Further, there are other unsecured borrowing as stated in note no. 25.2 terms and conditions whereof have not been decided.
c) The fair value of Inter-Corporate deposits given by the company and outstanding (net of provision) as on 31st March 2025 are based on management evaluation related to the credit and non-performance risks associated with the counterparties which is dependent on the outcome of the CIRP proceeding currently under implementation in case of one of the Group company where these loans have mainly been advanced to provide financial support and the legal proceedings initiated by the company against the borrowing companies as stated in Note no. 56 or otherwise on completion of the resolution of the company's borrowing as stated in Note no. 58 and there is a uncertainty to the extent as stated in the said note.
d) Interest on borrowings both Short term and Long term has been provided as stated in Note no. 60(a) which is subject to confirmation and/or on resolution of company's borrowing as stated in Note no. 58 and as such there is uncertainity in this respect as on this date and amount finally payable in this respect as such is currently not determinable.
(a) Financial Instruments
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value (b) measured at amortised cost and for which fair value are disclosed in the financial statements. 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 Indian Accounting Standard.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instruments is included in level 3.
During the year ended 31st March 2025 and 31st March 2024, there were no transfers between level 1, level 2 and level 3.
46. FINANCIAL RISK MANAGEMENT
The company's activities exposes it to a variety of financial risks. The key financial risks include 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. The Board of Directors reviews and approves policy for managing these risks. The risks are governed by appropriate policies and procedures and accordingly financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. As stated in Note no. 58, the company has defaulted in repayment of borrowings including interest accrued thereon due to non recovery of the amount outstanding in respect of ICD's given by the company and pending completion of the resolution with respect to company's borrowing currently under consideration of ARC. The company expects to restructure it's borrowings and mitigate the related financial risk. Financial risk management as stated below has been considered based on the assumption of successful outcome of the resolution of borrowing which is under consideration of the ARC as stated in the said note. The risk envisaged can materially be different depending upon terms and conditions specified in this respect.
(A) Credit risk
Credit risk refers to the risk of financial loss arising from default / failure by the counterparty to meet financial obligations as per the terms of contract. The Company is exposed to credit risk for receivables, cash and cash equivalents and financial guarantees. Loans to group companies given has lead to material concentration of credit risks due to non-recoverability of amount thereagainst including accrued interest.
Credit risk on trade receivables is minimum since sales through different mode (i.e. auction, consignment, private - both domestic and export) are made after judging credit worthiness of the customers, advance payment, deposit from customers or against letter of credit by banks. The history of defaults has been marginal and outstanding receivables are regularly monitored. Credit risk on the loans to parties is significant since recoverability thereagainst has been a matter of concern due to non¬ payment by promoter group and other entities to whom amounts have been lent and in case of one of the promoter group company which was under CIRP as given in Note no. 56 and implementation of resolution plan as approved by Hon'ble NCLT is in process. The Company has initiated legal proceedings against one of the promoter group company and is in the process against other entities. Further, the company in case of a promoter group company against which CIRP proceeding is under implementation is expected to address the risk involved therein in due course of time on resolution with respect to the company's borrowing.
Credit risk with respect to the balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. The company currently does not have surplus fund as such to make investments. However, in the event of fund being so available, Investments will be made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore to mitigate financial loss due to counterparty's potential failure to make payments.
The Company establishes an allowance for impairment that represents its estimate of losses in respect of trade and other receivables. Receivables are reviewed/evaluated periodically by the management and appropriate provisions are made to the extent recovery there against has been considered to be remote.
The carrying value of the financial assets (net of impairment losses) represent the maximum credit exposure. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note no. 45.
Financial assets that are neither past due nor impaired
Cash and cash equivalents, investment and deposits with banks are neither past due nor impaired. Cash and cash equivalents with banks are held with reputed and credit worthy banking institutions.
Financial assets that are past due but not impaired
Certain Trade receivables which are past due at the end of the reporting period, no credit losses there against are expected to arise considering the steps being taken for realisation thereof. In case of Inter-Corporate Loans due to the reasons given in Note no. 56, such losses are currently not being determinable and as such will be dealt with on determination thereof as stated in the said note.
(B) Liquidity risk
Liquidity risk refers to the risk that the Company fails to honour its financial obligations in accordance with terms of contract. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.
Management monitors rolling forecasts of the company's liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, the Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The Company had in earlier years granted loans to Promoter Group and other entities which created a mismatch in servicing its debt and other obligations. Further, the cash losses incurred and cut-back payment made in earlier years as stated in Note no. 22.7 and Note no. 60(a) has further widened the gap of Current Assets vis-a-vis Current Liabilities leading to insufficient resources for meeting company's obligations including those related to Employees, statutory and other liabilities causing accumulation of the amount lying unpaid against these liabilities to a significant extent at the end of the period. In this regards resolution with respect to company's borrowing is under consideration as detailed in Note no. 58 to improve the overall liquidity over a period of time. Pending this, the company as stated in said note is passing through prolonged financial distress over a considerable period of time.
Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities for:
i all non-derivative financial liabilities, and
ii derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. The amount of borrowings and interest thereon has been computed on the basis stated in Note no. 60(a) and amount finally payable and terms of repayment thereof will be determinable on resolution with respect to company's borrowing.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of highly probable forecast transactions.
The Company as per the risk management policy, hedges foreign currency transactions to mitigate the risk exposure and reviews periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed.
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. Financial Instruments at fixed rates of interest exposes the company to fair value interest rate risk as there is no risk of interest rate volatility.
The Company's main interest rate risk arises from short term and long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. Considering the same, the carrying amount of said borrowings was considered to be at fair value. During 31st March 2025 and 31st March 2024, the Company's borrowings at variable rate were mainly denominated in INR.
The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Increase of 50 basis points (holding all other variables constant) in interest rates at the balance sheet date would result in increase in finance cost by Rs. 730.53 lakhs resulting in increase in loss (having an impact on the financial statements) for the year ended 31st March 2025 and Rs. 761.59 for the year ended 31st March 2024. A decrease in 50 basis point would have an equal and opposite effect on the Company's financial statements. This should be read with Note no. 36.2 regarding non-recognition of interest in Inter Corporate Deposits.
Interest risk on financial assets and liabilities as stated above has been considered based on the accounting followed in this respect as stated in Note no. 56 and 60(a). The rate of interest and amount payable in this respect will finally be determinable on completion of resolution of company's borrowing which as stated in Note no. 58 is under consideration of ARC. The risk envisaged can materially be different on completion of resolution and terms and conditions being specified in this respect.
(iii) Price risk
The Company is not an active investor in equity markets; it continues to hold certain investments in equity for long term strategic purpose which are accordingly measured at fair value through Other Comprehensive Income. The value of investments in such equity instruments as at 31st March 2025 is Rs. 5,834.72 lakhs (31st March 2024: Rs. 6,239.29 lakhs). Accordingly, fair value fluctuations arising from market volatility is recognised in Other Comprehensive Income.
(D) Agricultural Risk
Cultivation of tea being an agricultural activity and highly labour intensive industry, where there are certain specific financial risks. These financial risks arise mainly due to adverse weather conditions, salaries, wages and other benefits payable to workers, logistic problems inherent to remote areas, and fluctuation of selling price of finished goods (tea) due to increase in supply/availability.
The Company manages the above financial risks in the following manner:
i Managing inventory levels of agro chemicals, fertilizers and other inputs to take care of adverse weather conditions.
ii Maintaining level of consumable stores viz packing materials, coal and HSD in order to mitigate financial risk arising from logistics problems.
iii Forward contracts are made with overseas customers as well as domestic private customers, in order to mitigate the financial risk in fluctuation of selling price of tea.
iv Measures for rationalising the labour costs especially with possible variations of deployment thereof on casual basis.
v Day to day monitoring of the required liquidity in the system given the constraints currently faced by the company in this respect. Resolution of company's borrowing as stated in Note no. 58 is under consideration and outcome thereof as expected is for ensuring sustainability of core agricultural operations of the company.
47. CAPITAL MANAGEMENT (a) Risk Management
The primary objective of the Company's capital management is to ensure that it maintains a healthy capital ratio in order to support its business and maximize shareholder value. The Company's objective when managing capital is to safeguard its ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders. The Company is focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.
In order to maintain or adjust the capital structure, the company depending upon the outcome of the resolution of the borrowing as stated in Note no. 58 may issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company intends to monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company.
Net debt implies total borrowings of the Company as reduced by Cash and Cash Equivalent and Equity comprises all components attributable to the owners of the Company.
The following table summarises the Net Debt to Equity Ratio which is subject to final determination of amount thereof on resolution with respect to company's borrowing as stated in Note no. 58:
Notes:
(i) The tax rate is derived based on the corporate tax rate payable on taxable profits under the Income Tax Act'1961 and tax rate as applicable to Agriculture Income under The Assam Agricultural Income Tax Act' 1939 and The Bengal Agricultural Income Tax Act' 1944.
(ii) The Company's agriculture income is subject to tax rates @ 30% under the respective state tax laws. Further, considering the tax holiday granted by the State Government, effect of Deferred Tax reversal during the said tax holiday period has been excluded while computing Deferred Tax Assets.
(iii) The Company has not exercised the option for paying income tax at concessional rates in accordance with the provisions/conditions as specified under Section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 as there are unutilised MAT Credit and other entitlement including 33AB and also resolution with respect to company's debt is under consideration as stated in Note no. 58 and impact thereof are presently not ascertainable.
(v) Further to above, the Company has certain operating lease arrangements for office, transit houses, etc. on short-term leases. Expenditure incurred on account of rental payments under such leases during the year and recognized in the Statement of Profit and Loss amounts to Rs. 12.29 lakhs (31st March 2024: Rs.114.91 lakhs). Also refer note no. (vi) below.
(vi) Lease Agreement in respect of premises having registered and corporate office of the company had expired on 31st August, 2022 and terms thereof are yet to be finalised by the lessor. Pending this, the amount of rent payable by the company including the adjustments towards the cost of maintenance etc. of the premises currently being undertaken by the company being non¬ determinable as such has not been recognised. Adjustments, if any required in this respect will be recognised on determination thereof and will then be given effect to in the financial statement of the subsequent periods.
52. Sale of Specified Assets of certain Tea Estates
On 9th August, 2018, the shareholders of the Company approved to sell specified assets of certain tea estates. In continuation of the steps initiated in this respect in earlier years:
a) The specified assets of one tea estate had been identified and approved for sale. Memorandum of Understanding/ Term sheet with the proposed buyer for an aggregate consideration of Rs. 2,815.00 Lakhs, subject to due diligence and necessary approvals, etc. had also been entered by the company. Pending final binding agreement and completion of the transaction, such sales has not been recognised. Advance of Rs. 550.00 Lakhs received from the proposed buyer against sale consideration has been shown under 'Other Current Liabilities'.
b) The Company had altogether received advances against sale of estates and certain other assets amounting to Rs. 1,413.87 lakhs (including Rs. 550.00 lakhs dealt in (a) above). Due to reason given in (c) below, the sale of these specified assets have not been given effect to and these have been continued to be included under Property, Plant and Equipment (PPE) and have been depreciated in accordance with other items of PPE.
c) The Hon'ble High Court of Delhi vide it's ad-interim ex-partie order of injunction dated 13th December 2019 has restrained the company from selling, transferring, alienating, disposing, assigning, encumbering or creating third party rights on any of its assets and carrying out any changes in its capital structure or any corporate or debt restructuring and the matter is pending before Arbitral Tribunal.
55. IL&FS Infrastructure Debt Fund ('ILFS-IDF')
The company had given undertaking to IL&FS Infrastructure Debt Fund ('ILFS-IDF') and Aditya Birla Finance Limited ('ABFL') in connection with borrowings and other facilities availed by group entities. Pursuant to the agreements entered with ILFS-IDF and ABFL, the claim made by them have been settled during the year ended 31st March 2024 for a consideration of Rs. 4,967.00 lakhs and Rs. 3,200.00 lakhs respectively by Dufflaghur Investment Limited (DIL). Over and above, a land owned by an another company were also provided as a security by the said company which is pending monetisation as on this date. In terms of the agreement, no claim lies against the company in respect of the settlement pursuant to the said agreement and as confirmed, the company's obligation have fully been absolved
56. Inter-corporate loans given
a) In respect of Inter-Corporate Deposits (ICDs) given to Promoter group and certain other companies ('borrowing companies') as given in Note no. 48(B), the amount outstanding aggregates to Rs. 2,76,108.95 Lakhs as at 31st March 2025 (31st March 2024: Rs. 2,76,108.95 Lakhs). Further, interest of Rs. 9,941.50 lakhs on these amounts were accrued upto 31st March 2019 are also outstanding as on this date. Interest on such ICDs considering the waiver sought by borrower companies and uncertainties involved with respect to recovery and determination of amount thereof, have not been accrued since 01st April 2019. These borrowing companies in turn advanced the amount so taken by them to Promoter Group and other entities mainly to provide financial support to one of the promoter group company against which Corporate Insolvency and Resolution Process (CIRP) as per the Insolvency and Bankruptcy Code, 2016 ('IBC') was subsequently initiated and the Resolution Plan as approved by the Hon'ble National Company Law Tribunal ('NCLT'), Kolkata is currently under implementation. The company has filed legal suit before Hon'ble Calcutta High Court for recovery of ICD from one of the promoter group entity and is in the process of initiating such proceedings against other entities as well for recovery of the amounts being overdue from them. Provision of Rs. 1,01,039.50 lakhs (including interest of Rs. 9,941.50 lakhs accrued upto 31st March 2019) made in earlier years on lumpsum basis without prejudice to the company's legal right to recover the amounts given by it has been carried forward during the period and adjustments considering the amount finally recoverable against outstanding amounts of ICDs is pending determination as on this date. Pending this and the resolution with respect to the company's borrowing as dealt with in Note no. 58 below, impact with respect to the shortfall in this respect have not been ascertained and given effect to in these financial statements for the year ended 31st March 2025.
b) In respect of the Inter-Corporate Deposits to companies as dealt herein above in Note no. 56(a), the predecessor auditors' had issued an adverse opinion on the audited financial statement for the year ended 31st March 2019. Inter¬ Corporate Deposits to companies as dealt herein above include amounts reported upon by predecessor auditor being in the nature of book entries. This includes amounts given to group companies whereby applicability of Section 185 of the Companies Act, 2013 and related non-compliances, if any could not be ascertained and commented upon by them. Loan of Rs. 1,85,010.95 Lakhs (net of provision) given to various parties as given in Note no. 56(a) above are outstanding as on 31st March 2025. The issues raised including utilisation of amount of these loans etc. are also being examined by relevant authorities. Replies to the queries sought and information and details required by the authorities have been provided and final outcome and/or directions if any are awaited as on this date.
57. Assignment of Borrowings
The company's borrowings from banks aggregating to Rs. 1,03,302.80 lakhs representing principle amount thereof, as informed by the lead banker of the consortium of the lender banks vide it's letter dated 15th March 2025 and by National Asset Reconstruction Company Limited ('NARCL') vide it's letter dated 17th March 2025 has been assigned in favour of NARCL, pursuant to an Assignment Agreement dated 12 th March 2025 ('Assignment Agreement') executed under Section 5 of the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act of 2002 ('SARFAESI Act'). Accordingly, NARCL has taken over the Secured, Subservient and Unsecured amount pertaining to the said borrowings and all related rights, title and interest as available to the original lenders (Assignors') stand vested to NARCL. The remaining amount of Rs. 42,804.00 lakhs in respect of company's borrowing continue to remain with the existing lenders including one lender bank which was not part of consortium arrangement as stated hereinabove and these along with those assigned as above have been dealt with as stated in Note 60(a) below.
58. Going Concern
The Company's financial position is continued to be under stress and it is passing through prolonged financial distress over a considerable period of time. The realisation against tea even though has improved to certain extent, there was loss of crop owing to weather conditions having impact on the volume of operations and the company's performance on an overall basis. The Inter-Corporate Deposits ('ICDs') given to various Promoter group and certain other entities in earlier years along with interest to the extent accrued earlier are lying outstanding as on this date. The operational performance as stated above added to the financial constraints being faced by the company resulting in hardship in servicing of the short term and long-term debts and meeting it's statutory and other liabilities. Certain repayments were however, made to lenders against borrowings apart from by invocation of securities etc. by them, through cut¬ back against sale proceeds of tea in earlier periods, inspite of there being operating losses and inadequate amount being available for the purpose and thereby fund generated through the operations have turned out to be highly insufficient for meeting company's obligations including those relating to Employees', statutory and other liabilities causing accumulation of the amounts lying unpaid against these liabilities to a significant extent at the end of the period.
The Resolution process of the company in terms of the circular dated 07th June 2019 issued by Reserve Bank of India ('RBI') was initiated long back in earlier years. Inter-Creditor Agreement ('ICA') for arriving at and implementing the resolution plan was signed by all the lenders ('bankers'). Moreover, the forensic audit for the utilisation of funds borrowed in the past conducted on behest of the lenders, Techno Economic Viability (TEV) study, Valuation of tea estates and other assets and credit rating for draft Resolution Plan prepared by SBI Capital Markets Limited, one of the leading investment banker was completed. Even offer for One Time Settlement ('OTS') of the entire amount outstanding against their loans including interest thereon was made at the behest of the lenders by the company. Subsequently, in absence of the consensus among the lenders with respect to OTS, the company on the request of the lenders had submitted a fresh resolution plan in the month of January 2024. Meanwhile, certain lenders and other creditors have filed petitions before Debt Recovery Tribunal ('DRT') and under Insolvency and Bankruptcy Code, 2016 (IBC) with Hon'ble National Company Law Tribunal, Kolkata ('NCLT'), which are pending as on this date.
The lenders in terms of the master direction on transfer of loan exposure dated 24th September 2021 and other directions issued by the RBI from time to time, vide public notification dated 06th December 2024 have invited expression of interest ('EOI') for sale/assignment of the debts aggregating to Rs.1,1 0,469.00 lakhs representing the principal amount thereof following Swiss Challenge Bid Process ('the Bid' or 'the Bid process') based on the existing offer ('Anchor Bid') by NARCL. The bidding process assisted by PNB Investment Services Limited ('PNBISL' or 'process advisor') following the valuation of the company carried out by three independent valuers as mandated by the lenders for the purpose has been completed and the borrowings to the extent stated in Note no. 57 above has been assigned to NARCL.
The company on assignment being completed as above has started pursuing NARCL for resolution with respect to company's borrowing and a resolution plan specifying inter-alia the amount, term and resources of repayment over a specified period has been submitted for their consideration and on acceptance thereof, the company intends to work out appropriate resolution with respect to the amount repayable in respect of the borrowings as per Note no. 57 above to the remaining lenders. The management is confident that on completion of the resolution with respect to the company's borrowings from ARCs/bank aggregating to Rs. 1,46,106.80 lakhs to a sustainable amount along with related costs thereto and the period of repayment etc. in this respect, will be agreed upon and arrived at in the due course of time.
Considering the resolution with respect to the company's debt as dealt with herein above and expected outcome thereof along with management's continuous effort for rationalising operational costs as well and additional fund to be made available in the system on arriving at the expected resolution with respect to the entire debt including as stated above or otherwise and other ameliorative measures taken and/or proposed to be taken, it is envisaged that the company will be able to strengthen its financial position over a period of time and will have sufficient fund for carrying out it's operations and meeting it's obligations on an ongoing basis.
In view of the measures dealt herein above being under active consideration as on this date, these financial statements have continued to be prepared on a going concern basis.
59. Impairment of Assets
As stated in Note no. 58 above, the Company has been incurring significant amount of losses and it's current liabilities are in excess of the current assets. Considering these indicators and circumstances stated herein above in Note no. 58, fair Value of Property, Plant and Equipment and Capital Work in progress ('CGU') are required to be assessed for testing of Impairment thereagainst. Further, the company has investment of Rs. 15,967.00 lakhs in Borelli Tea Holdings Limited ('BTHL') which are also required to be tested for impairment as on 31st March 2025. BTHL has substantial investment in it's wholly owned subsidiary Mcleod Russel Uganda Limited ('MRUL') which has been incurring cash losses and it's current liabilities are in excess of current assets. Certain loans taken by MRUL has currently been restructured so that to rebuild the value of business on completion of the tenure as specified for the restructuring. Pending resolution with respect to company's borrowing as stated in Note no. 58, impairment if any in the value of CGU and Investments as such, have not been determined and recognised in these financial statement.
60. Interest on Borrowings/Statutory dues and Lease Agreement
a) Pending resolution by the lenders with respect to the borrowings of the company as dealt with in Note no. 58 above and consequential adjustment in this respect, Interest on borrowings from ARCs and a bank have been continued to be provided on simple interest basis based on the rates specified in term sheet or otherwise stipulated/advised from time to time and penal/compound interest if any has not been considered. Further, amount repaid to lenders and/or recovered by them including by invoking securities and cut back payments from the sale proceeds of the tea etc., in earlier years have been adjusted against principal amount outstanding. The amount of borrowings on availability of individual details from bid documents for assignment thereof have been recognised thereagainst during the year as stated in Note no. 22.4 or otherwise these borrowings as agreed upon with respective lenders are reconciled from time to time. Consequential effect thereof have been recognised in the finance cost of the relevant period. The amount payable to the lenders in respect of outstanding amounts of borrowing including interest thereagainst is subject to confirmation and determination and consequential reconciliation and resolution to be arrived at as dealt with in Note no. 58 and will accordingly be dealt with on determination thereof.
b) Further, Interest of Rs. 12,453.63 Lakhs (including Rs. 222.37 Lakhs for the year) on Inter Corporate Deposits/ Short¬ Term Borrowings of Rs. 30,500.06 lakhs outstanding as on 31st March 2025 has not been recognised. Interest in this respect in line with Note no. 60(a) above have been determined on simple basis at stipulated rates or otherwise advised/ considered for similar arrangements from time to time. This includes payments made by certain parties on behalf of the company towards settlement of company's debts and advances taken in earlier years and in certain cases terms and conditions with respect to these amounts as stated in Note no. 25.2 are yet to be finalised. This however does not include interest if any on outstanding advances aggregating to Rs. 3,600.00 lakhs from customers, pending recognition as Inter Corporate Deposits and finalisation of terms and conditions thereof. Further, Interest including compound/ penal interest if any payable with respect to these are currently not determinable and as such the amount in this respect have not been disclosed and included herein above.
c) Lease Agreement in respect of premises having registered and corporate office of the company has expired on 31st August 2022 and terms thereof are yet to be finalised with the lessor. Pending this, the amount of rent payable by the company including the adjustments towards the cost of maintenance etc. of the premises currently being undertaken by the company being non-determinable as such has not been recognised in these financial statements.
d) The company has statutory liabilities lying unpaid as on 31st March 2025 (refer note no. 28) and in certain cases demands have been received from the authorities. Necessary representations including for settling the arrear amounts over a period of time have been made to the Provident Fund Authorities explaining the financial stringencies currently being faced by it and the resolution plan under consideration of NARCL (as stated in Note no. 58) and the amount of interest etc. thereagainst has not been recognised in these financial statements. The amounts as demanded are also subject to reconciliation with the books of accounts of the respective tea estates and adjustments/ impact in this respect are therefore currently not ascertainable.
e) Adjustments, if any required with respect to (a) to (d) above will be recognised on determination thereof and will then be given effect to in the financial statements of subsequent periods.
61. Certain debit and credit balances including borrowings and interest thereupon dealt with in Note no. 60, statutory liabilities including as dealt with in Note 60(d), clearing accounts (other than inter-unit balances), trade and other payables, advances from customers, loans and advances, trade and other receivables, other current assets and certain other liabilities are subject to reconciliation with individual details and balances and confirmation thereof. Adjustments/ Impact and related disclosures including those related to MSME and interest etc. if any payable in this respect are currently not ascertainable.
62. The Company has used two accounting software, viz Oracle Financials ('Oracle') and Navision for maintaining its books of account. While both these softwares have the feature of recording audit trail (edit log) facility, in case of Oracle the said features except for certain specified applications was enabled at application level and was operational throughout the year for all relevant transactions recorded in the said software. However, in case of Navision, the same was not enabled during the year pending necessary updation of the system and upgradation of the storage capacity. Further, the feature of audit trail at database was not enabled throughout the year to log any direct data changes. The Company is in the process of evaluating the possible technical upgradation of the software and has appointed a consultant for implementation of audit trail requirement to ensure necessary compliances in this respect.
63. Additional Information pursuant to ammendments (effective 1st April, 2021) made in Schedule III to the extent applicable to the company (Other than those that have been disclosed under the respective Notes to the financial statements:
A) Utilisation of borrowed funds and share premium
(i) The Company has not advanced or loaned or invested funds to any other persons or entities, 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 persons or entities, 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.
(B) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(C) Undisclosed income
The Company does not have any transactions 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).
(D) Compliance with number of layers of companies
The Company has complied with number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017.
64. These financial statements have been approved by the Board of Directors of the Company on 29th May 2025, for issue to the shareholders for their adoption.
65. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.
As per our report of even date
For Lodha & Co LLP, For and on behalf of the Board of Directors
Chartered Accountants
Vikram Matta Aditya Khaitan - Chairman and Managing Director
Partner (DIN No: 00023788)
Place: Kolkata Pradip Bhar - Chief Financial Officer
Dated: 29th May 2025 Alok Kumar Samant - Company Secretary
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