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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 519152ISIN: INE693D01018INDUSTRY: Milk & Milk Products

BSE   ` 13700.00   Open: 13914.25   Today's Range 13700.00
14100.00
-145.05 ( -1.06 %) Prev Close: 13845.05 52 Week Range 3201.50
14199.95
Year End :2024-03 

i. The credit period ranges from 30 days to 180 days.

ii. Before accepting any new customer, the Company assesses the potential customer's credit quality and defines credit limits for customer. Limits attributed to customers are reviewed annually. There are no customers who represent more than 5% of the total balance of trade receivable.

iii. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.

Iv. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Further, no trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member except the dues referred in note 42.

v. There are no unbilled receivables, hence the same is not disclosed in the aging schedule.

b) Rights, Preferences and Restrictions attached to equity shares:

The Company has issued only one class of equity shares having par value of ?10 per share. Each holder of equity share is entitled to one vote per share and are entitled to dividend as and when declared.

All Shares rank equally with regard to the company's residual asset after distribution of all preferential amounts.

c) Shares held by holding/ultimate holding company and/or their subsidiaries / associates

The Company does not have any holding/ultimate holding company and/or their subsidiaries / associates.

b) Nature and Purpose of reserve

Capital reserve The company has created capital reserve on account of forfeiture of Equity shares.

Securities premium reserve The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013..

General reserve General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Retained earnings Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

(i) Term Loan of ? 10.93 crore as on March 31,2024 (as at March 31,2023 ? Nil ) availed from CSB Bank Ltd. and GECL Loan of ? 2.62 crore as on March 31,2024 (as at March 31,2023 ? 3.93 crore) availed from CSB Bank Ltd. is secured by way of following security :

1. Exclusive charge on entire Current Assets of the Company (2nd Charge to GECL Loan)

2. Exclusive charge Hypothecation / EQM of Residual value of Fixed Assets (Excluding value of Building) (2nd Charge to GECL Loan)

3. Fixed Deposit of ? 1.50 crore (2nd Charge to GECL Loan)

The Term Loan from CSB Bank Limited is also secured by Corporate Guarantee of Vadilal Industries Limited along with personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi, directors of the company.

(ii) Term Loan of Rs 11.60 crore as on March 31,2024 (as at March 31,2023 ? Nil) availed from Tata Capital Ltd. is secured by way of following security :

1. First and Exclusive Hypothecation charge of Machineries / equipment funded by Tata Capital Ltd.

2. Corporate Guarantee of Vadilal Industries Limited.

(iii) Vehicle loans from HDFC Bank Limited are secured against hypothecation of specific vehicles of the Company.

(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(v) Term Loans were applied for the purpose for which the loans were obtained.

(vi) Refer Note 40 for information about liquidity risk.

(vii) Amount stated in current maturity is disclosed under the head of "Current Borrowings" (Note-22)

(i) Working Capital facilities from CSB Bank Ltd amounting to ? 2.00 crore is secured by way of following security :

1. Exclusive charge on entire Current Assets of the Company

2. Exclusive charge Hypothecation /EQM of residual value of Fixed Assets (Excluding value of Building)

3. Fixed Deposit of ? 1.50 crore

(ii) The working capital loan from CSB Bank Limited is also secured by Corporate Guarantee of Vadilal Industries Limited along with personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi, directors of the company.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(iv) Funds raised on Short term basis have not been utilised for long term purposes and are spent for the purpose it were obtained.

(v) The company has obtained Working Capital Loans from a bank on basis of security of inventories and Trade Receivables wherein the quarterly returns as filed with bank is in agreement with the books.

NOTE :38 In FY 2017-18, a petition was filed against the Company and some of its promoters, before the National Company Law Tribunal, Ahmedabad (NCLT), under Sections 241 and 242 of the Companies Act, 2013, pertaining to the prevention of oppression and mismanagement of the Company. The hearing has been completed on April 18, 2024 and the matter has been reserved for Order by Honourable NCLT.

NOTE :39 SEGMENT INFORMATION :

The company is primarily engaged in the business segment of "Food Products" which is Ice cream/ Frozen Dessert/ Process Food/ Flavoured Milk and Dairy Products. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of Operating Segment as defined under the Indian Accounting Standard 108, there is single reportable segment.

NOTE : 40 FINANCIAL INSTRUMENTS

1. Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The Capital structure of the company is based on management's judgment of its strategic and day-to-day needs with a focus on total equity to maintain investor,creditors and market confidence and to sustain future development and growth of its business.

The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders.The company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 18 and 22 off set by cash and bank balances) and total equity of the Company.

3 Financial risk management

The Company's financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other financial assets. The Company's business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risks. The company's senior management has the overall responsibility for establishing and governing the company's risk management framework.

A) Management of Market Risk

The company's size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

Interest rate risk

The above risks may affect the company's income and expenses, or the value of its financial instruments. The company's exposure to and management of these risks are explained below:

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates.In order to optimize the Company's position with regards to interest income and interest expenses and to manage the interest rate risk,treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

According to the Company interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at the end of the financial year was outstanding for the whole year.A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

B) Management of Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through out each financial year. To assess whether there is a significant increase in credit risk, the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forward-looking information such as:

1. Actual or expected significant adverse changes in business.

2. Actual or expected significant changes in the operating results of the counterparty.

3. Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligations.

4. Significant increase in credit risk on other financial instruments of the same counterparty.

5. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

The Company has made a detailed assessment of the recoverability of the Company's Receivables, as at the Balance Sheet date and has determined an additional overlay on expected credit loss (ECL) amounting to ? NIL (P.Y. Nil) during the year ended March 31,2024.

The Ageing analysis of Account receivables has been considered from the date the invoice falls due.

C) Management of Liquidity Risk

Liquidity risk is the risk that the company will face in meeting its obligation associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when they are due without incurring unacceptable losses. In doing this management considers both normal and stressed conditions.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group's short-term, medium-term and long term funding and liquidity management requirments. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following table shows the maturity analysis of the company's financial liabilities based on the contractually agreed undiscounted cash flows along with its carrying value as at the Balance sheet date.

As at March 31,2023, the Company's current liabilities exceeded its current assets by ? 77.16 crore (PY ? 66.55 crore). Of the total current liabilities aggregating to ? 194.29 crore (PY ? 174.16 crore), ? 66.51 crore (PY ? 59.71 crore) pertains to security deposits received from cancellable contracts with customers. Whilst, contractually the Company is liable to repay the amounts on cancellation of such contracts and consequently, these are presented as current liabilities, the Company does not expect a material amount of these deposits to be refunded owing to the continuity of the business and the past trends. Accordingly, the Company does not anticipate any material liquidity mismatch over the next one year.

Note:1) Transaction of Sales and Purchase (where input tax credit is not available to the company) and outstanding of Trade Payables / Receivable are inclusive of Taxes.

Note:2) The trademark "Vadilal" and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.

Note:3) Pursuant to the agreement signed with Vadilal Industries Limited (VIL) , and approved by shareholders, the pricing of the products to be purchased shall be determined by VIL. As per the pricing policy during current and previous financial year, the Company has received debit note from VIL for rate differences for ? 1.51 crore in March 2024 (PY ? 2.70 crore in March 2023) owing to the additional discounted prices at which the original transactions took place.

Note:4) Previous year figures are shown in bracket

NOTE :43 EMPLOYEE BENEFITS:

1. Post Employment Benefit Plans as per Indian Accounting Standard 19:

Defined Contribution Plan:

The company makes provident fund (PF) contributions to defined contribution benefit plans for eligible employees. Under the scheme the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions specified under the law are paid to the government authorities (PF commissioner).

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other funds" in Note 33 ? 1.55 crore (Previous Year: ? 1.44 crore).

Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the financial statements are as under:

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability..

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the financial year on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk..

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the financial year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity analysis, the present value of projected defined benefit obligation has been calculated using Projected Unit Credit Method at the end of the financial year. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

H The principal assumptions used for the purpose of actuarial valuation were as follows :

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

1 Increase in Debt-Equity ratio is due to increase in capex borrowings for new assets acquired during the current financial year.

2 Decrease in Return on Equity ratio is due to increase in net profit and total equity during the current financial year as compared to previous year.

3 Decrease in Net capital turnover ratio is due to increase in net worth due to profit and increase in debt due to capex borrowings for new assets during the current financial year

4 Decrease in Return on capital employed is due to increase in net worth due to profit and increase in debt due to capex borrowings for new assets during the current financial year

NOTE :47 OTHER STATUTORY INFORMATION:

A The Company has entered into transactions with companies struck- off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956., which is disclosed below :

B The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(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.

C The C ompany have 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 Group 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.

D The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

E The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

F The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

G The Company does not have any subsidiary, hence requirment of complying with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.

H The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

I The company has not entered into any scheme of arrangement which has an accounting impact on current year or previous year. NOTE :48

Based on the report received from the Independent Law Firm and Chartered Accountant Firm, the board of directors in its meeting held on June 28, 2021 on the recommendation of committee of independent directors have decided to close all matters involving allegations & cross allegations levelled by two promoter directors upon each other except the following for which report / findings are yet to be received:

A) Cross allegations between the Promoter Directors, during the period 2013-14 to 2017-18 and 2013-14 to 2018-19 respectively, for the appropriateness of expenses amounting to ? 0.46 crore and ? 0.53 crore respectively.

B) A matter involving operations and management issue wherein marketing expenses of advertisement amounting to ? 38.00 crore paid by the Company during the period 2015-16 to 2018-19, without following the process of the Company.

The Board of Directors believe that above shall not have any material financial impact on the financial statements of the Company for the year ended March 31,2024.

NOTE:49

Board of Directors of the Company in its board meeting held on December 9, 2022 has approved resolution for sale of certain non-core assets of the Company to entities of the Promoter and Promoter group of the Company. However, as complete plan to sell has not been initiated by the management and it is likely that changes of the plan may be made, the sell is considered not to be highly probable. Hence, these assets having written down value of ? 0.66 crore (P.Y. ? 0.74 crore) and Non current investments of ? 0.35 crore (P.Y ? 0.26 crore) as at March 31,2024 are continued to be presented under Property, Plant and Equipment and Non current Investments respectively.

NOTE :50

The Code on Social Security, 2020 ('Code') has been notified in the Official Gazette of India on September 29, 2020, which could impact the contributions of the Company towards certain employment benefits. The effective date from which changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period of notification of the relevant provisions.

NOTE :51

Previous years' figures have been regrouped and rearranged wherever necessary to make them comply with IND AS.