(XVII) Provisions, Contingent Liabilities & Contingent Assets.
Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation
as a result of past events and it is probable that there will be outflow of resources. Contingent Liabilities are not
recognized but are disclosed in Notes. Contingent Assets are neither recognized nor disclosed in the financial
statements.
(XVIII) Employee benefits
Liabilities for Salaries and Wages to employees are expected to be settled wholly within 12 months after the end of the
period in which the employee renders the related service and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current employee benefit obligations in the Balance Sheet.
a. Short Term Employee Benefits.
Employee benefits payable wholly within twelve months of rendering of the service are classified as short tem
employees benefits and are recognised in the period in which the employee renders the related service.
b. Defined Contribution Plan:
Defined Contribution Plans such as Provident Fund etc., are charged to the Statement of Profit and Loss as incurred.
c. Defined Benefits Plan:
Post employment and other long term employee benefits in the form of Gratuity is considered as defined benefit
obligation.
Gratuity
Gratuity is provided for the year under Defined Benefit Plan as per the Actuarial valuation. The liability or asset
recognized in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are adjusted to retained
earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.
(XIX) Contribution Equity
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds.
(XX) Earnings Per Share
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company
by the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share is
computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number
of equity shares considered for deriving basic earnings per equity share and also the weighted average number ofequity
shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity
shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average
market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as at the
beginning of the period, unless issued at a later date.Dilutive potential equity shares are determined independently for
each period presented. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively
for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval
of the financial statements by the Board of Directors.
(XXI) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rupees in Millions as
per the requirement of Schedule III, unless otherwise stated.
(XXII) Standards issued but not yet effective
The Ministry of Corporate Affairs (MCA), vide notification dated 7 May 2025, has issued the Companies (Indian
Accounting Standards) Amendment Rules, 2025. The said rules amend Ind AS 21, The Effects of Changes in Foreign
Exchange Rates, introducing detailed guidance on assessing exchangeability of currencies, estimating spot exchange
rates where exchangeability is lacking, and related disclosure requirements. The amendments are applicable for annual
reporting periods beginning on or after 1 April 2025 and are therefore not applicable for the current financial year.
The Company is evaluating the impact of these amendments and does not expect any material impact on its financial
statements.
Nature of Security and Terms of Repayment
I. Security Particulars of HDFC Bank Pre-Shipment Finance, Cash Credit Facility, Post Shipment Finance, Working
Capital Demand Loan and Term Loan (Facility limit of Rs. 2600 millions.)
a. Primarily secured by:
Hypothecation of all present and future current assets, movable fixed assets of the company. The charge to be shared on 1st
pari-passu basis with Yes Bank & Axis Bank.
b. Collaterally secured by :
Equitable mortgage on pari-passu basis of various residential properties, industrial plots comprising of factory buildings
and other commercial properties details of which are as follows:-
Residential Properties: First Pari Passu charge on following Properties:-
1. Property bearing Door No. 19-10-629, Umaya gardens, T Sy. No. 225 -1A and R Sy Nos: 350 - 1A, 86 Attavar
Village, B R Karkera Road, Pandeshwar, Mangalore Taluk, Dakshina Kannada District - 575001
2. Property bearing Door No. 19-10-623/11, Umaya gardens, Block A, T Sy. No. 225 -2B and R Sy Nos: 350 -2B &
350-2B, 85 Attavar Village, B R karkera Road, Pandeshwar, Mangalore Taluk, Dakshina Kannada, District -
575001
3. Property bearing, Umaya gardens, Block B, T Sy. No. 225-2B & 225 -2B and R Sy Nos : 350 - 2B, 85 Attavar
Village, B R Karkera Road, Pandeshwar, Mangalore Taluk, Dakshina Kannada District- 575001
4. Property bearing Door No. 3 - 464/3, Sy Nos: 94 - 1P of Munnur Village & 46-2(P) of 95 Permannur Village, 3rd
Cross Santoshnagar, Kuthar, Mangalore Taluk, Dakshina Kannada, District - 575017
Industrial Properties: First Pari Passu charge on following Properties:-
1. Property bearing R Sy No: 172 - 2 & T Sy Nos : 14 / 2(D), Door Nos : 18-2-16/4(2), 16/4(3) and 16/4(5) Mukka
Sea Food Industries Private Limited Building”, Attavar Village, Milrages Ward, Mangalore Taluk, Dakshina
Kannada - 575001
2. Property bearing Plot No: 140C, Door No: 6- 82, Sy No: 85, Baikampady Village, Baikampady Industrial Estate,
Mangalore, Dakshina Kannada - 575011
3. Property bearing No 49, R Sy No: 12-3A, 12-3B, Door Nos: 14-161, 162, 163 & 164 Surathkal Village, Mangalore
taluk, Dakshina Kannada - 574146 and Property bearing, R Sy No 203/5, Door Nos: 14-158, 159 and 160 Surathkal
Village, Mangalore taluk, Dakshina Kannada - 574146.
4. Property bearing Plot No: 139 A, Sy No: 85 & 124, Baikampady Village, Baikampady Industrial Estate, Mangalore,
Dakshina kannada - 575011.
5. Property bearing Plot No: 139 /A2, Door No: 6-83 & 6-84, R Sy No: 124/P, Baikampady Village, Baikampady
Industrial Estate, Mangalore, Dakshina kannada - 575011.
Industrial Property: Exclusive charge on EM on land and building admeasuring 3.65 acres situated at SNo.84p1,84p2,
100p1 at Kadiyali Tq village, Rajula Dist, Amrelli
-Personal guarantees following Directors / Shareholders of the company:-
(i). Mr. K. Abdul Razak (ii) Mr. K. Mohammed Haris (iii) Mr. K. Mohammed Arif (iv) Mr. K Mohammed Althaf (v)
Mrs. Umaiyya Banu
- Corporate Guarantee of M/s Haris Marine Products Pvt Ltd
-10% Cash margin (only for SBLC Limit) and 10% margin on order book for Pre-shipment finance.
-25% margin for Cash Credit / WCDL
c) Repayment Schedule
• Pre-shipment Finance : 6 months
• Post Shipment Finance : 3 months
• Cash Credit: Repayable on Demand
• WCDL : Max 90 days
II. Security Particulars of Term Loan of Rs. 11.01 millions availed from HDFC Bank Ltd
The loan is repayable in 36 equal monthly installments of Rs. 0.31 millions starting from 19th October 2023 which ends on 18th
September 2026.
III. Security particulars of SBLC for funding to subsidiary Ocean Aquatic Proteins LLC at Oman through Gift City
from HDFC Bank ( facility limit of Rs. 99.44 millions.)
i. Exclusive charge of Commercial Property Property bearing Door No: 17-3- 124/1, 17-3-124/2, 17-3-124/3, 17-3-124/4 and
17-3-124/5 with R Sy No: 1/2A1B & 1/1A and T. S, No. 731/2A1B and 731/1A, Jappinamogaru Village, Falnir Ward, Father
Mulleurs Road, Valencia, Mangalore 575002
ii. 10% cash margin for SBLC limit to be used for funding of Oman Subsidiary from Gift City.
iii. Personal guarantees following:-
(i). Mr. K. Abdul Razak (ii) Mr. K. Mohammed Haris (iii) Mr. K. Mohammed Arif (iv) Mr. K Mohammed Althaf (v) Mrs.
Umaiyya Banu
IV. Security particulars of Various Credit Facilities from Yes Bank ( facility limit of ? 250.00 millions.)
a. Primarily secured by:
Hypothecation of all present and future current assets and movable fixed assets of the company. The charge to be shared on 1st
pari-passu basis with HDFC Bank.
b. Collaterally secured by :
-EMT on pari-passu basis of residential properties, industrial plots comprising of factory buildings and other commercial
properties mentioned in detail under Facility I with HDFC Bank above.
-Personal guarantees following Directors / Shareholders of the company:-
(i). Mr. K. Abdul Razak (ii) Mr. K. Mohammed Haris (iii) Mr. K. Mohammed Arif (iv) Mr. K Mohammed Althaf (v) Mrs.
Umaiyya Banu
c. Rate of Interest
Repo rate 4.02% p.a
d. Margin
25% of (Inventory Receivables <=90 days advance to suppliers - creditorsadvance from customers) of the Company -
invoices/ orders funded under Pre/post shipment credit
V. Security Particulars of Axis Bank Cash Credit Facility, Working Capital Demand Loan, Export Packing Credit, Pre
Shipment Finance, (Facility limit of Rs. 500 millions.)
a. Rate of Interest :
EPC: Repo 2.25%(presently 8.75%p.a), payable at monthly intervals.
PCFC: To be decided at the time of drawdown subject to availability of foreign currency funds
b. Primarily secured by :
Hypothecation of all present and future current assets and unencumbered movable fixed assets of the company. The charge
to be shared on 1st pari-passu basis with HDFC Bank & Yes bank.
c. Collateraly secured by:
'Fixed deposit of 20% of overall facility to be kept under lien.
'-Personal guarantees following Directors / Shareholders of the company:-
(i). Mr. K. Abdul Razak (ii) Mr. K. Mohammed Haris (iii) Mr. K. Mohammed Arif (iv) Mr. K Mohammed Althaf (v) Mrs.
Umaiyya Banu
d. Terms of Repayment of WCDL
Working capital Demand loan is repayable on demand.
e. Special Condition
'The EPC/PCFC shall be permitted on running account basis. In such a case the company to provide LC/Firm Order within
45 days.
VI. Vehicle Loans from HDFC Bank
a. Vehicle Loan I - The loan is secured against hypothecation of Motor Vehicle against which loan is availed. The Loan is
repayable in 60 EMI of ? 0.07 millions each starting from April 2021 and ends on March 2026.
b. Vehicle Loan II - The loan is secured against hypothecation of Motor Vehicle against which loan is availed. The Loan is
repayable in 48 EMI of ? 0.06 millions each starting from March 2022 and ends on February 2026.
Note:
A. During the financial year 2017-18 a search and seizure operation under Section 132 of the Income Tax Act, 1961 was
carried out by the Income Tax Authorities on the Company’s premises. The company has filed income tax return u/s 153A
of the Income tax Act for the Assessment year 2012-13 to 2017-18. The company has received assessment order under
section 153A for AY 2012-13 to 2017-18 and under section 143(3) for AY 2018-19 wherein Income tax department raised
demand against the company. Company appealed against the orders to Commissioner of Income Tax (Appeals). Further,
income tax demand of Rs. 23.97 millions is raised by department for AY 20-21 against which company has filed
condonation for delay in filling form 10-IC & income tax returns.
The ITAT passed a common order for AY 2013-14 to 2017-18 in ITA No. 431 to 435/Bang/2024 dated 03.07.2024. For
AY 2014-15 in ITA No. 432, the Hon’ble ITAT allowed the appeal of the assessee and modified and closed the order.
The Company has received demand under section 154 for Rs. 96.63 millions for AY 18-19 and Rs. 72.87 millions for AY
23-24 and demand under section 143(1) for AY 24-25
B. 'The Company is engaged in a litigation with the CGST Authorities regarding the classification and taxability of Fish
Soluble Paste for the period from 01.10.2019 to 26.07.2023. Pursuant to proceedings under Section 73 of the CGST Act,
2017, a demand aggregating to ?9.82 crore (IGST ?95.78 millions, CGST ?11.63 millions, SGST ?11.63 millions) was
raised by the Additional Commissioner, CGST & Central Excise, Mangaluru. The said demand was contested before the
First Appellate Authority under Section 107 of the CGST Act, which upheld the order. Based on legal advice, the
Company considers the order to be erroneous and has resolved to file an appeal before the Hon’ble GST Appellate
Tribunal under Section 112. In compliance with statutory provisions, the requisite pre-deposit has been made and an
undertaking submitted, staying recovery proceedings. The matter is sub judice. The management does not foresee any
material adverse impact on the Company’s financials, operations, or going concern status.
Fair Value Hierarchy
The carrying amount of the current financial assets and current financial liabilities are considered to be same as their fair values,
due to their short term nature. In absence of specified maturity period, the carrying amount of the non-current financial assets
and non-current financial liabilities such as security deposits, are considered to be same as their fair values. With respect to
Corporate Guarantees, the management has determined the fair value of such guarantee contracts as ‘Nil’ as the subsidiary
company is not being benefited significantly from such guarantees.
Note 41 Financial Risk Management
The Company has exposure to the following risks from its use of financial instruments :
> Credit risk
> Liquidity Risk
> Market Risk
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management
framework. The Board of Directors has established a risk management policy to identify and analyze the risks faced by the
Company, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management systems are
reviewed periodicially to reflect changes in market conditions and the Company’s activities.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange
rates, interest rates, credit, liquidity and other market changes. The Company has medium exposure to said market risk.
Liquidity Risk :
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Credit Risk :
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Company's trade receivables, and other activities that are in nature of
leases.
Exposure to credit risk
The gross carrying amount of financial assets, net of any imapirment losses recognized represents the maximum credit
exposure. The maximum exposures to credit risk as at 31st March, 2025 and 31 March 2024 was as follows :
Note 42 : Capital Management
The company's capital comprises equity share capital, retained earnings and other equity attributable to equity holders. The
primary objective of company's capital management is to maximise shareholder's value. The company manages its capital and
makes adjustment to it in light of the changes in economic and market conditions.
The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. Net Debts comprises
of long term and short term borrowings less cash and bank balances. Equity includes Equity share capital and reserves that are
managed as capital. The gearing at the end of the reporting period was as follows:
46 Additional Regulatory Information
b. There are no proceedings that have been initiated or pending against the Company for holding any benami property
under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier Benami
Transactions (Prohibition) Act, 1988) and the rules made thereunder.
c. The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
d. Relationship with Struck off Companies
e. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the specified layers.
f. Utilisation of Borrowed funds and share premium;
A. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (“Ultimate Beneficiaries”); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (“Funding Party”)
with the understanding (whether recorded in writing or otherwise) that the company shall
(i) 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
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
g. During the year, the company has been sanctioned working capital limits in excess of ? five crores in aggregate from
banks on the basis of security of current assets of the entities. The quarterly returns/statements filed by these entities
with such banks were not in agreement with the unaudited books of account of these entities on account of timing
difference in reporting to the banks and routine bookclosure process and the details of which are as follows:
h. Undisclosed Income : The Company does not have any transaction 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). Further, there was no previously
unrecorded income and no additional assets were required to be recorded in the books of account during the year.
i. Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Crypto currency or
Virtual Currency during the financial year ended March 31, 2025. Further, the Company has also not received any
deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency.
47 Events after the reporting period
The significant event after the end of the reporting period which requires any disclosure in the Standalone Financial
Statements are as follows:
During FY 2024-25, the Company has approved the strategic investments in FABBCO Bio Cycle & Bio Protein
Technology Private Limited and GSM Marine Export, acquiring 51% stake in each. FABBCO Bio Cycle & Bio Protein
Technology Private Limited operates in insect protein and waste processing, while GSM focuses on fish meal and fish
oil production. The total cash outlay will be of ?20 crore, and both investments support core and allied business
expansion. These acquisitions are expected to enhance synergies, diversify revenue, and strengthen the Company’s
market position.
The Company has completed the Acquisition of 51% stake in GSM Marine Export by way of Capital contribution on
21 April, 2025.
48 Previous periods’ figures have been reworked / restated / regrouped to the extent practicable, whenever
necessary.
As per our report of even date attached
For Shah & Taparia
For and on behalf of Board
Chartered Accountants
F.R.NO. 109463W
Bharat Joshi Kalandan Mohammed Haris Kalandan Mohammed Althaf
Partner Managing Director and CEO Whole Time Director and CFO
M.No. 130863 DIN : 03020471 DIN : 03051103
Mehaboobsab Mahmadgous Chalyal
Company Secretary
ACS No. A67502
Place : Mumbai Place : Mangaluru
Date: May 15, 2025 Date: May 15, 2025
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