(a) The company has reviewed carrying cost of its Property, Plants & Equipments and the management is of the view that in the current financial year, Impairment of its Property, Plants & Equipments is not considered
necessary as all the assets are in good condition and realisable value is more than carrying cost.
(b) The Company has not revalued any property, plant and equipment during the year.
(c) In respect of land taken on lease from related parties on which factory building has been constructed and disclosed as right-of-use assets in the financial statements, the title deeds of immovable properties taken on lease arrangements are in the name of the company.
(d) Ind AS 116 requires leasees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease. The Company's lease asset primarily consists of Building. The right-of-use assets are initially recognised at cost, which comprises the initial measurement of the lease liability adjusted plus any initial direct costs I ess any l ease inc entives.
(a) Investment property has been carried at the cost less accumulated depreciation as at 01 April 2024, as the cost and depreciation determined under the previous GAAP, in case of the company, is in line with the principles of Ind AS 40.
(b) As per Ind AS - 40 'Investment Property' assets which is held to earn rentals or for capital appreciation or both is treated as investment property. Refer to Note No. 2.7 of notes to significant accounting policies.
(i Contractual i) obligations:
There are no contractual o bligation to construct or develop investment property.
(i Leasing arrangements: ii )
Investment properties are leased out to tenants under operating leases. Disclosure on future rent receivable is included in note 33.
( Estimation of fair v value:
)
The best evidence of fair value is current prices in an active market for similar properties. Since investment properties leased out by the Company are cancellable, the market rate for sale/purchase of such premises are representative of fair values. Company's investment properties are at a location where active market is available for similar kind of properties. Hence fair value is ascertained on the basis of market rates prevailing for similar properties in those location determined by an independent registered valuer and consequently classified as a level 2 valuation.
1 Note to Investments
Investment made by the company other than those with a maturity of less than one year are intended to be held for short term. On an assessment of the expected credit loss due to significant changes in the risk profile, no material provisions are required to be made.
^ Refer note no 2.8 for accounting policy and valuation principles for investments and note no. 38 for credit risk management related to investments.
3 Investment made by the company are held in the name of promoters.
During the year, an amount of Rs. 87.66 Lakhs [2024: Rs 22.82 Lakhs] was charged to the statement of profit and loss on account of change in qualitative parameters of the finished goods return by customer.
Inventory have been offered as security against the working capital facilities provided by the banks
Trade receivables have been offered as security against the working capital facilities provided by the banks
No amount is due from any of the directors or officers of the Company, severally or jointly with any other person; or from firms where such director is a partner or from private companies where such director is a member.
(c) Terms/Rights attached to Equity Shares
The company has only one class of equity shares having a value of ^ 10/- per share. Each holder of equity shares is entitled to one vote per share.
No shares were alloted for consideration other than cash, no bonus shares were issued & no shares were bought back in last 5 years.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
As per records of the company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
58,50,000 equity shares of the Company held by Tulan V. Patel have been transferred to Shri Ajesh V. Patel, 18,89,811 equity shares of the Company held by Vinodrai D. Patel HUF have been transferred to Shri Ajesh V. Patel, 5,92,689 equity shares of the Company held by Nirmalaben V. Patel have been transferred to Shri Ajesh V. Patel off-market pursuant to Gift Deed executed on 26/10/2023. Due to suspension in trading of shares of the Company, this transfer get it effects on date of unfreeze of promoters group's shares of the company by the Stock Exchange. These equity shares are not credited to the demat of Shri Ajesh V. Patel as at 31/03/2024.
All equity shares of previous promoters group were transferred to new promoter i.e. Ajesh V. Patel as a gift in off market transactions due to change in promoter group. However due to suspension of trading in shares and freezing of shares in promoters group by the stock exchange, this transfer has not get it effect till_.
58,50,000 equity shares of the Company held by Tulan V. Patel have been transferred to Shri Ajesh V. Patel, 18,89,811 equity shares of the Company held by Vinodrai D. Patel HUF have been transferred to Shri Ajesh V. Patel, 5,92,689 equity shares of the Company held by Nirmalaben V. Patel have been transferred to Shri Ajesh V. Patel off-market pursuant to Gift Deed executed on 26/10/2023. Due to suspension in trading of shares of the Company, this transfer get it effects on date of unfreeze of promoters group's shares of the company by the Stock Exchange. These equity shares are not credited to the demat of Shri Ajesh V. Patel as at 31/03/2024.
15.1 Terms & Conditions From Kotak Mahindra Bank Ltd. of Solar Term Loan
1. Fresh term loan is secured against hypothecation of all movable fixed assets, Current assets & equitable mortgage of immovable fixed assets- industrial property of Oceanic Foods Ltd. and personal guarantee of Chairman & Managing Director & CEO.
2. It is secured against the existing primary and collateral securities including moratgages created in favour of the Bank. Term loan has utilised fox1r purpose of setup of solar power plant for which it was sanctioned.
3. Interest rate of term loan is 3M Repo Rate 2.50% i.e. 8.75%.
4. Fresh Term Loan of ^ 300 Lakhs is repayable in 60 monthly instalment commencing from March, 2025 and ending on 15th March 2026. i.e 59 monthly installment of Rs. 2,14,460/- and last installment of Rs. 1,93,787/-. Out of this term loan of Rs. 299 Lakhs, term loan of Rs. 197 Lakhs is undisbursed as on date.
Cash Credit from Kotak Mahindra Bank Ltd. & HDFC Bank Ltd.
1. Cash Credit is secured against hypothecation by first charge with exclusive charge on Debtors, Export Debtors, Pg, Prp-0028473- Oceanic Foods Pvt. Ltd. -50368, Stock & Stock for export. It is also secured by equitable mortgage of properties situated at Lalpur State Highway, District Jamnagar and personal guarantee of Ajesh V. Patel, Tulan V. Patel & Nirmalaben V. Patel.
2. Interest rate of term loan is linked to 3 month T-bill plus 3.01% i.e. 9.95% p.a. as per last Sanction Letter of HDFC Bank.
3. Interest rate of term loan is linked to 3 month repo rate plus 2.50% i.e. 8.75% p.a. as per last Sanction Letter of Kotak Bank.
4. It is rep ayable on demand.
Commercial Vehicle Loan from Kotak Mahindra Bank
1. A commercial vehicle loan amounting to ^39.00 lakhs has been availed for a tenure of 60 months. The loan agreement no. CV-5387337 was executed on 23rd September 2024, and ending on 20th September 2029. Installlment Amount is of Rs. 81,720/-. Interest rate on Term Loan is 9.51%.
2. A commercial vehicle loan amounting to ^39.00 lakhs has been availed for a tenure of 60 months. The loan agreement no. CV-5387322 was executed on 23rd September 2024, and ending on 20th September 2029. Installlment Amount is of Rs. 81,720/-. Interest rate on Term Loan is 9.51%.
3. A commercial vehicle loan amounting to ^4.00 lakhs has been availed for a tenure of 60 months. The loan agreement no. CV-5390430 was executed on 23rd September 2024, and ending on 20th September 2029. Installlment Amount is of Rs. 8400/-. Interest rate on Term Loan is 9.51%.
4. A commercial vehicle loan amounting to ^4.00 lakhs has been availed for a tenure of 60 months. The loan agreement no. CV-5390425 was executed on 23rd September 2024, and ending on 20th September 2029. Installlment Amount is of Rs. 8400/-. Interest rate on Term Loan is 9.51%.
Vehicle Loan from Mercedez Benz Financial Services
1. Vehicle Loan is repayable in 60 months equated installements of Rs. 63,157/-till 59 months & final payment of Rs, 34,41,000/- at the end of 60th month & it is valid till 12.09.2024.
2. Rate of interest on loan is 10.15%.
Working Capital Loan from Kotak Mahindra Bank
1. Working Capital loan is secured against all movable fixed assets, Current assets & immovable fixed assets- industrial property of Oceanic Foods Ltd. Industrial property is mortagaged and movable fixed assets & current assets are hypothecated and all of them are registered under the name of Oceanic Foods Ltd.
2. Interest Rate of Working Capital Demand Loan is 9% as per latest Sanction Letter.
3. Term loan is of Rs. 750 Lakhs whose tenure is 90 days which is used to meet the working capital needs.
1 15.2
5. The Company has availed working capital facilities from banks in form of cash
2 credit and packing credit. The Company have filed the quarterly statements with banks with regard to the securities provided against such working capital facilities on periodic basis. The statements filed by the respective companies are not in agreement with the books of accounts of the Company as follows for below mentioned periods:
The Company has complied with all the non-compliance of SEBI(LODR) & SOP with BSE which were pending in preceeding financial year. And in current financial year company has initiated and completed the settlement proceeding with SEBI against the adjudication of the alleged violation of LODR Regulations for nondisclosure of information to the Exchange and paid Rs. 12.22 lakhs as settlements charges. Company has made reversal of excess provision created in precediing year for penalty for non-compliance payable to BSE of Rs. 94.71 Lakhs during the current year.
33.Lease a. As a Lessee:
The Company has entered into lease agreements for the period of 12 years with
Sister Concerns i.e. Rising Sun Foods Pvt Ltd. & A & T Infraprojects, used in its operation. The transaction was approved by Board of Director as well as by members of the Company. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. The effective interest rate applicable to both leases is 9.6%.
36. Employee Benefits A. Gratuity
The liability or asset recognised 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. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method in conformity with the principles and manner of computation specified in Ind AS 19.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Sensitivity
Analysis
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
B. Provident Fund
Retirement benefit in the form of provident fund is a defined contribution scheme. The company has no obligation, other than the contribution payable to the provident fund. The company recognizes contribution payable to the provident fund scheme as an expenditure, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre payment will lead to, for example, a reduction in future payment or a cash refund.
38. Financial Risk Management
The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company's risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company's activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
The risk management policies aims to mitigate the following risks arising from the financial instruments:
1 Market Risk
2 Credit Risk
3 Liquidity Risk
1 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates, commodity prices and interest rates.
The Company seeks to minimize the effects of these risks by using financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company's policies approved by the Board of Directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the Management and the internal auditors on a continuous basis. The Company does not enter into or trade financial instruments, including derivatives for speculative purposes.
2 Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. Company's credit risk arises principally from the trade receivables, loans, investments in debt securities, cash & cash equivalents, derivatives and financial guarantees.
a) Trade Receivables
Customer credit risk is managed centrally by the Company and subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits defined in accordance with the assessment. Trade receivables consist of a large number of customers spread across diverse industries and geographical areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables. The history of trade receivables shows a negligible allowance for bad and doubtful debts.
b) Loans and investment in debt securities
The Company's centralized treasury function manages the financial risks relating to the
business. The treasury function focuses on capital protection, liquidity and yield maximization. Investments of surplus funds are made only in approved counterparties within credit limits assigned for each of the counterparty. Counterparty credit limits are reviewed Illustrative Ind AS Financial Statements and approved by the Finance Committee of the Company. The limits are set to minimize the concentration of risks and therefore mitigate the financial loss through counter party's potential failure to make payments.
c) Cash and cash equivalents
Credit risks from balances with banks and financial institutions are managed in accordance with the Company policy.
3 Liquidity Risk
Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The Company requires funds both for short term operational needs as well as for long term capital expenditure growth projects. The Company generates sufficient cash flow for operations, The Company has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company 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.
Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company's capital management is to maximize the shareholder value.
The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current
im/pctmpntc
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interestbearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interestbearing loa ns and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 31 March 2024.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
40. Other Additional Informations:
(a) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.
(b) The Company has not traded or invested in Crypto currency or Virtual Currency
during the respective financial years. ^ — '
(c) The Company has 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:
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
(d) 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:
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 li ke on behalf of the Ultimate Beneficiaries,
(e) 'The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), eit her severally or jo intly with any other person.
(f) The Company does not have any Benami property, where any proceeding has been initiated or pe nding against the Company for holding any Benami property.
(g) The Company does not have any 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 provi sions of the Income Tax Act, 196 1).
(h) The Company has performed the assessment to identify transactions with struck off companies as at 31 March 2024 and identified no company with any transactions.
(i) The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except in respect of other softwares from which inputs has been taken into accounting software, audit trail feature is not enabled at database level to log aby direct changes to data when using certain access rights. Further, audit trail feature has not been tampered with in respect of accounting software.
(j) Previous year figures are regrouped/ rearranged wherever necessary.
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