k) Provisions, contingent liabilities and contingent assets
Provision are recognised when there is a present
obligation (legal or constructive) as a result of past event,
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
and there is a reliable estimate of the amount of the
obligation. Provisions are measured at the best estimate
of the expenditure required to settle the present obligation
at the Balance Sheet date.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of
time is recognised as a finance cost.
Contingent liabilities are disclosed 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 a present obligation that arises from past
events where it is not either not probable that an outflow of
resources will be required to settle or a reliable estimate of the
amount cannot be made.
A contingent asset is not recognized unless it becomes
virtually certain that an inflow of economic benefits will
arise. When an inflow of economic benefits is probable,
contingent assets are disclosed in the standalone
financial statements.
l) Taxes
Tax expense for the year, comprising current tax and
deferred tax are included in the determination of the net
profit and loss for the year.
Current tax
Current tax assets and liabilities are measured at the
amount expected to be recovered or paid to the taxation
authorities. The tax rates and tax laws used to compute
the amount are those that are enacted or substantively
enacted, at the reporting date. Current tax assets and
tax liabilities are offset where the entity 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
Deferred income tax is provided in full, using the balance
sheet approach, on temporary differences arising between
the tax bases of assets and liabilities and their carrying
amounts in the standalone financial statements. Deferred
income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the end of the
reporting year and are expected to apply when the related
deferred income tax asset is realised or the deferred income
tax liability is settled.
Deferred tax liabilities are recognised for all taxable
temporary differences.
Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused
tax credit and unused tax losses. Deferred tax assets
are recognised to the extent only if it is probable that
future taxable amounts will be available to utilise those
temporary differences, the carry forward of unused tax
credits and unused tax losses. The carrying amount of
deferred tax asset is reviewed at each reporting date and
reduced 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 utilised. Unrecognised
deferred tax assets are re-assessed at each reporting
date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred
tax assets to be recovered.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority.
Current and deferred tax is recognised in the statement
of profit and loss, except to the extent that it relates to
items recognised in other comprehensive income or
directly in equity in equity. In this case, the tax is also
recognised in other comprehensive income or directly in
equity, respectively.
m) Earnings per share
Basic earnings per share are calculated by dividing
the net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year. The weighted average
numbers of equity shares outstanding during the year are
adjusted for events, such as bonus shares, other than the
conversion of potential equity shares that have changed
the number of equity shares outstanding, without a
corresponding change in resources.
For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable to
equity shareholders and the weighted average number of
shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.
n) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise
cash at banks, cash on hand and short-term deposits with
an original maturity of three months or less, which are
subject to an insignificant risk of changes in value.
For the purpose of cash flow statement, cash and cash
equivalents include cash on hand, cash in bank and short¬
term deposits net of bank overdraft.
o) Dividend Distribution
Dividend distribution to the shareholders is recognised
as a liability in the period in which the dividends are
approved by the shareholders. Any interim dividend paid
is recognised on approval by Board of Directors. Dividend
paid and corresponding tax on dividend distribution is
recognised directly in equity.
p) Leases
,4s a lessee
The Company has adopted Ind AS 116 - "Leases"
effective April 01, 2019, using the modified retrospective
method. The Company applies a single recognition
and measurement approach for all leases, except for
short-term leases and leases of low-value assets. The
Company recognises lease liabilities to make lease
payments and right-of-use assets representing the right
to use the underlying assets. The impact of the adoption
of the standard on the standalone financial statements
of the Company is shown in note 39 of the standalone
financial statements.
(i) Right-of-use assets
The Company recognizes right-of-use assets at the
commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use
assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount
of lease liabilities recognized, initial direct costs
incurred, and lease payments made at or before
the commencement date less any lease incentives
received. Right-of-use assets are depreciated on
a straight-line basis over the shorter of the lease
term and the estimated useful lives of the assets.
(ii) Lease liabilities
At the commencement date of the lease, the Company
recognizes lease liabilities measured at the present
value of lease payments to be made over the lease
term. The lease payments include fixed payments
(including in substance fixed payments) less any lease
incentives receivable, variable lease payments that
depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase
option reasonably certain to be exercised by the
Company and payments of penalties for terminating
the lease, if the lease term reflects the Company
exercising the option to terminate. Variable lease
payments that do not depend on an index or a rate
are recognized as expenses (unless they are incurred
to produce inventories) in the period in which the
event or condition that triggers the payment occurs.
In calculating the present value of lease payments,
the Company uses its incremental borrowing rate at
the lease commencement date because the interest
rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest
and reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease term,
a change in the lease payments (e.g., changes to
future payments resulting from a change in an index
or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the
underlying asset.
(Hi) Short-term leases
The Company applies the short-term lease recognition
exemption to its short-term leases of building (i.e.,
those leases that have a lease term of 12 months or
less from the commencement date and do not contain
a purchase option). Lease payments of short-term
leases are recognized as expense on a straight-line
basis over the lease term.
A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.
a) Financial assets
(i) Initial recognition and measurement:
Financial assets are classified, at initial
recognition, as subsequently measured at
amortised cost, fair value through other
comprehensive income (OCI), and fair value
through profit or loss. The classification of
financial assets at initial recognition depends
on the financial asset's contractual cash flow
characteristics and the Company's business
model for managing them.
In order for a financial asset to be classified
and measured at amortised cost or fair value
through OCI, it needs to give rise to cash
flows that are 'solely payments of principal
and interest (SPPI)' on the principal amount
outstanding. This assessment is referred to as
the SPPI test and is performed at an instrument
level. Financial assets with cash flows that are
not SPPI are classified and measured at fair
value through profit or loss, irrespective of the
business model.
(ii) Subsequent measurement:
For purposes of subsequent measurement,
financial assets are classified in
following categories:
a) at amortised cost; or
b) at fair value through other
comprehensive income (FVTOCI); or
c) at fair value through profit or loss (FVTPL).
The classification depends on the entity's
business model for managing the financial
assets and the contractual terms of
the cash flows.
Amortised cost:
Assets that are held for collection of
contractual cash flows where those cash
flows represent solely payments of principal
and interest are measured at amortised cost.
Interest income from these financial assets is
included in finance income using the effective
interest rate method (EIR).
Fair value through other comprehensive
income (FVTOCI):
Assets that are held for collection of
contractual cash flows and for selling the
financial assets, where the assets' cash flows
represent solely payments of principal and
interest, are measured at fair value through
other comprehensive income (FVTOCI).
Movements in the carrying amount are taken
through OCI, except for the recognition of
impairment gains or losses, interest revenue
and foreign exchange gains and losses which
are recognised in profit and loss. When
the financial asset is derecognised, the
cumulative gain or loss previously recognised
in OCI is reclassified from equity to profit or
loss and recognised in other gains/ (losses).
Interest income from these financial assets is
included in other income using the effective
interest rate method.
Further, the Company, through an irrevocable
election at initial recognition, has measured
certain investments in compulsorily convertible
preference share ("instruments") at FVTOCI.
These instruments are neither held for trading
nor are contingent consideration recognized
under a business combination. Pursuant to such
irrevocable election, subsequent changes in the
fair value of such instruments are recognized in
OCI. However, the Company recognizes dividend
income from such instruments in the Statement
of Profit and Loss, after conversion into equity
shares, when the right to receive payment is
established, it is probable that the economic
benefits will flow to the Company and the
amount can be measured reliably.
Fair value through profit or loss (FVTPL):
Assets that do not meet the criteria for
amortised cost or FVOCI are measured at
fair value through profit or loss. Interest
income from these financial assets is included
in other income.
All equity instruments in scope of Ind AS 109
are measured at fair value. Equity instruments
which are held for trading and contingent
consideration recognised by an acquirer in
a business combination to which Ind AS 103
applies are classified as at FVTPL. For all
other equity instruments, the Company may
make an irrevocable election to present in
other comprehensive income all subsequent
changes in the fair value. The Company makes
such election on an instrument-by-instrument
basis. The classification is made on initial
recognition and is irrevocable.
If the Company decides to classify an equity
instrument as at FVTOCI, then all fair value
changes on the instrument, excluding
dividends, are recognised in the OCI. There is
no recycling of the amounts from OCI to profit
and loss, even on sale of investment.
Equity instruments included within the FVTPL
category are measured at fair value with all
changes recognised in the profit and loss.
(Hi) Impairment of financial assets
In accordance with Ind AS 109, Financial
Instruments, the Company applies expected
credit loss (ECL) model for measurement and
recognition of impairment loss on financial
assets that are measured at amortised cost,
FVTPL and FVTOCI and for the measurement
and recognition of credit risk exposure.
The Company follows a 'simplified approach'
for recognition of impairment loss allowance
on trade receivables. The application of
simplified approach does not require the
Company to track changes in credit risk.
Rather, it recognises the impairment loss
allowance based on lifetime ECL at each
reporting date, right from its initial recognition.
For recognition of impairment loss on other
financial assets and risk exposure, the
Company determines that whether there has
been a significant increase in the credit risk
since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used
to provide for impairment loss. However, if
credit risk has increased significantly, lifetime
ECL is used. If in subsequent period, credit
quality of the instrument improves such that
there is no longer a significant increase in
credit risk since initial recognition, then the
entity reverts to recognising impairment loss
allowance based on 12 months ECL.
Life-time ECLs are the expected credit losses
resulting from all possible default events over
the expected life of a financial instrument. The
12 months ECL is a portion of the lifetime ECL
which results from default events that are
possible within 12 months after the period end.
As a practical expedient, the Company uses a
provision matrix to determine impairment loss
allowance on portfolio of its trade receivables.
The provision matrix is based on its historically
observed default rates over the expected life of
the trade receivables and is adjusted for forward¬
looking estimate. At every reporting date, the
historical observed default rates are updated and
changes in the forward- looking estimates are
analysed. On that basis, the Company estimates
impairment loss allowance on portfolio of its
trade receivables.
ECL is the difference between all contractual
cash flows that are due to the Company in
accordance with the contract and all the cash
flows that the entity expects to receive (i.e. all
shortfalls), discounted at the original effective
interest rate (EIR). When estimating the cash
flows, an entity is required to consider all
contractual terms of the financial instrument
(including prepayment, extension etc.) over
the expected life of the financial instrument.
However, in rare cases when the expected
life of the financial instrument cannot be
estimated reliably, then the entity is required
to use the remaining contractual term of the
financial instrument.
ECL impairment loss allowance (or reversal)
recognised during the year is recognised as
income/ expense in the statement of profit
and loss. In balance sheet ECL for financial
assets measured at amortised cost is
presented as an allowance, i.e. as an integral
part of the measurement of those assets in
the balance sheet. The allowance reduces the
net carrying amount. Until the asset meets
write off criteria, the Company does not
reduce impairment allowance from the gross
carrying amount.
(iv) Derecognition of financial assets:
A financial asset is derecognised only when:
a) the rights to receive cash flows from the
financial asset is transferred; or
b) retains the contractual rights to receive
the cash flows of the financial asset, but
assumes a contractual obligation to pay
the cash flows to one or more recipients.
Where the financial asset is transferred
then in that case financial asset is
derecognised only if substantially all
risks and rewards of ownership of
the financial asset are transferred.
Where the entity has not transferred
substantially all risks and rewards of
ownership of the financial asset, the
financial asset is not derecognised.
Where the financial asset is neither
transferred, nor the entity retains
substantially all risks and rewards of
ownership of the financial asset, then in
that case financial asset is derecognised
only if the Company has not retained
control of the financial asset. Where
the Company retains control of the
financial asset, the asset is continued to
be recognised to the extent of continuing
involvement in the financial asset.
b) Financial liabilities
(i) Initial recognition and measurement:
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair
value through profit or loss and at amortised
cost, as appropriate. All financial liabilities
are recognised initially at fair value and, in
the case of borrowings and payables, net of
directly attributable transaction costs.
(ii) Subsequent measurement:
The measurement of financial liabilities
depends on their classification, as
described below:
Financial liabilities at fair value through profit
and loss (FVTPL):
Financial liabilities at fair value through profit
or loss include financial liabilities held for
trading and financial liabilities designated
upon initial recognition as at fair value
through profit or loss. Gains or losses on
liabilities held for trading are recognised in
the profit or loss.
Loans and borrowings
After initial recognition, interest-bearing loans
and borrowings are subsequently measured at
amortised cost using the effective interest rate
('EIR') method. Gains and losses are recognised
in statement of profit and loss when the
liabilities are derecognised as well as through
the EIR amortisation process. Amortised cost is
calculated by taking into account any discount
or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the
statement of profit and loss.
A financial liability is derecognised when the
obligation under the liability is discharged
or cancelled or expires. When an existing
financial liability is replaced by another from
the same lender on substantially different
terms, or the terms of an existing liability are
substantially modified, such an exchange or
modification is treated as the derecognition of
the original liability and the recognition of a
new liability. The difference in the respective
carrying amounts is recognised in the
statement of profit and loss as finance costs.
c) Offsetting financial instruments
Financial assets and liabilities are offset, and the net
amount is reported in the balance sheet where there
is a legally enforceable right to offset the recognised
amounts and there is an intention to settle on a
net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must
not be contingent on future events and must be
enforceable in the normal course of business and in
the event of default, insolvency or bankruptcy of the
Company or the counterparty.
r) Investment in subsidiary
Investment in subsidiary is measured at cost
less impairment as per Ind AS 27 - 'Separate
Financial Statements'.
Impairment of investments:
The Company reviews its carrying value of investments
carried at cost annually, or more frequently when there
is indication for impairment. If the recoverable amount
is less than its carrying amount, the impairment loss is
accounted in the statement of profit and loss.
s) Fair value measurement
The Company measures financial instruments at fair
value at each balance sheet date.
Fair value is the price 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 fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the
liability takes place either:
- In the principal market for the asset or liability; or
- In the absence of a principal market, in the most
advantageous market for the asset or liability
accessible to the Company.
The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the
use of relevant observable inputs and minimizing the use
of unobservable inputs.
All assets and liabilities for which fair value is measured
or disclosed in the standalone financial statements are
categorized within the fair value hierarchy, described as
follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
- Level 1: Quoted (unadjusted) market prices in active
markets for identical assets or liabilities.
- Level 2: Valuation techniques for which the lowest
level input that is significant to the fair value
measurement is directly or indirectly observable.
- Level 3: Valuation techniques for which the lowest
level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognized in the
Standalone Financial Statements on a recurring basis,
the Company determines whether transfers have
occurred between levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is
significant to the fair value measurement as a whole) at
the end of each reporting year.
External valuers are involved for valuation of significant
assets, such as properties and unquoted financial assets,
and significant liabilities, such as contingent consideration.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
t) Significant accounting judgements, estimates and
assumptions
The preparation of standalone financial statements
requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment
to the carrying amount of assets or liabilities affected
in future years.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised prospectively.
The following are the areas of estimation uncertainty and
critical judgements that the management has made in the
process of applying the Company's accounting policies
and that have the most significant effect on the amounts
recognised in the standalone financial statements:-
Useful life, method and residual value of property, plant
and equipment
Plant and machineries and factory buildings contribute
significant portion of the Company's Property, plant
and equipment. The Company capitalis¬es its plant and
machineries and factory buildings in accordance with the
accounting policy disclosed under note 2.2 (b) above. The
Company estimates the useful life and residual value of
assets as mentioned in note 2.2(b). However, the actual
useful life and residual value may be shorter/ less or
longer/ more depending on technical innovations and
competitive actions. Further, the Company is depreciating
its plant and machineries and factory buildings by using
straight line method based on the management estimate
that repairs/ wear and tear to plant and equipments and
factory buildings are consistent over useful life of assets.
Estimations in contingencies/provisions
In preparing these standalone financial statements,
management has made estimation pertaining to
contingencies and provisions that have a significant
risk of resulting in a material adjustment and relates
to the determination of contingencies and provisions
outstanding with significant unobservable inputs.
Taxes
Uncertainties exist with respect to the interpretation of
complex tax regulations, changes in tax laws, and the amount
and timing of future taxable income. Given the wide range
of business relationships and the long-term nature and
complexity of existing contractual agreements, differences
arising between the actual results and the assumptions
made, or future changes to such assumptions, could
necessitate future adjustments to tax income and expense
already recorded. The Company establish provisions based
on reasonable estimates. The amount of such provisions is
based on various factors, such as experience of previous
tax audits and differing interpretations of tax regulations
by the taxable entity and the responsible tax authority.
Such differences of interpretation may arise on a wide
variety of issues depending on the conditions prevailing in
the respective domicile of the companies.
Retirement benefit obligation
The cost of retirement benefits and present value of
the retirement benefit obligations in respect of Gratuity
and Leave Encashment is determined using actuarial
valuations. An actuarial valuation involves making various
assumptions which may differ from actual developments
in the future. These include the determination of the
discount rate, future salary increases, mortality rates
and future pension increases. Due to the complexity
of the valuation, the underlying assumptions and its
long-term nature, these retirement benefit obligations
are sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date. In
determining the appropriate discount rate, management
considers the interest rates of long-term government
bonds with extrapolated maturity corresponding to the
expected duration of these obligations. The mortality
rate is based on publicly available mortality table for the
specific countries. Future salary, seniority, promotion
and other relevant factors and pension increases are
based on expected future inflation on a long-term basis.
Further details about the assumptions used, including a
sensitivity analysis are given in Note 35.
Fair value measurement of financial instrument
When the fair value 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
including the Discounted Cash Flow (DCF) model. 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.
Impairment of Financial assets
The impairment provision of financial assets are based
on assumptions about risk of default and expected loss
rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment
calculation, based on Company's past history, existing
market conditions as well as forward looking estimates
at the end of each reporting period.
Leases
The Company evaluates if an arrangement qualifies to be a
lease as per the requirements of Ind AS 116. Identification of
a lease requires significant judgement. The Company uses
significant judgement in assessing the lease term (including
anticipated renewals) and the applicable discount rate. The
Company determines the lease term as the noncancellable
period of a lease, together with both periods covered by
an option to extend the lease if the Company is reasonably
certain to exercise that option; and periods covered by an
option to terminate the lease if the Company is reasonably
certain not to exercise that option. In assessing whether the
Company is reasonably certain to exercise an option to extend
a lease, or not to exercise an option to terminate a lease, it
considers all relevant facts and circumstances that create an
economic incentive for the Company to exercise the option to
extend the lease, or not to exercise the option to terminate the
lease. The Company revises the lease term if there is a change
in the noncancellable period of a lease. The discount rate is
generally based on the incremental borrowing rate specific
to the lease being evaluated or for a portfolio of leases with
similar characteristics.
Assessment of liability as remote, contingencies or
liability/ provision
In preparing these standalone financial statements,
Management has made judgement in respect of
classification of impact of certain pending/ existing tax
related litigations as remote, probable obligation or
possible obligation based on facts and involvement of
external experts. Such judgement by the management
materially affects the standalone financial statements.
u) Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
time. During the year ended March 31,2025, MCA has notified
Ind AS 117 - Insurance Contracts and amendments to Ind As
116 - Leases, relating to sale and lease back transactions,
applicable from April 1, 2024. The Company has assessed
that there is no significant impact on its financial statements.
On May 9, 2025, MCA notifies the amendments to Ind AS
21 - Effects of Changes in Foreign Exchange
Rates. These amendments aim to provide clearer
guidance on assessing currency exchangeability and
estimating exchange rates when currencies are not readily
exchangeable. The amendments are effective for annual
periods beginning on or after April 1, 2025. The Company
is currently assessing the probable impact of these
amendments on its financial statements.
v) Cash Flow Statement
Cash flows are reported using indirect method, whereby net
profits before tax is adjusted for the effects of transactions
of a non-cash nature and any deferrals or accruals of past
or future cash receipts or payments and items of income
or expenses associated with investing or financing cash
flows. The cash flows from regular revenue generating
(operating activities), investing and financing activities of
the Company are segregated.
(b) Rights, preferences and restrictions attached to the equity shareholders:
The Company has only one class of equity shares having par value of H 1 per share. Each holder of equity shares is entitled to one vote
per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.
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 represent both legal and beneficial ownership of shares.
(d) No class of shares have been issued as bonus shares or for consideration other than cash by the Company during the period of five years
immediately preceding the current year end.
(e) Shares bought back during the immediately preceding five years
In the Financial year 2021-22, the Company completed the buyback of 4,40,000 equity shares of H 1 each (fully paid-up) at a price
of H 280.06 per equity share aggregating to H 1,232.26 lakhs (excluding transaction costs and applicable taxes). Consequent to the
extinguishment, an amount of H 4.40 lakhs representing the face value of these shares has been reduced from the share capital of the
Company, with corresponding transfer of an equivalent amount to Capital Redemption Reserve as per the requirement of section 68 of
Companies Act , 2013.
General reserve: Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified
percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given
year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable
results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the
net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in
accordance with the specific requirements of Companies Act, 2013.
Capital redemption reserve: The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or
securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve.
The reserve is utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.
Retained earnings: Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit
plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
Employee stock option outstanding account: The share options-based payment reserve is used to recognise the grant date fair
value of options issued to employees under Employee stock option plan. The Company has share option outstanding accounts
under which options to subscribe for the Company's shares have been granted to certain executives and senior employees.
The share-based outstanding account is used to recognise the value of equity-settled share-based payments provided to employees, including
key management personnel, as part of their remuneration. Refer to Note 46 for further details of these plans.
Other comprehensive income (OCI): Other comprehensive income includes net gain / (loss) on equity instrument through other
comprehensive income.
Dividend: The Board of Directors of the Company has paid a dividend of H 1.00 per share (March 31, 2024: H 0.75 per share) amounting to H
2,503.82 lakhs (March 31, 2024 H 1,871.36 lakhs) for the year ended March 31, 2025 for each share with face value of H 1 each. The distribution
has been in proportion to the number of equity shares held by the shareholders.
(A) Borrowings include:
1. Term loans from bank
Term loans from State Bank of India (SBI") and HDFC Bank Limited
(i) Term loan from State Bank of India ('SBI') taken by the Company is secured by first charge by way of equitable mortgage of
immovable industrial property i.e. land and building (construction thereon) and plant and machinery situated at,
- Bichhwal Industrial Area, Bikaner and, RIICO Industrial Area,
- Karni (Extension), Bikaner in the name of the Parent Company,
- Hypothecation of plant and machinery at Village Dorakahara Bhahkajan, Mouzamadartola, Kamrup, Assam.
Interest is charged at the rate of 8.70% to 8.90% p.a. (March 31,2024 8.85% to 9.00% p.a.)"
(ii) Term Loan from HDFC Bank Limited is taken by the Company on which interest is charged at floating Interest rate ranges from
7.59% to 8.20% p.a. (March 31,2024, 8.02% to 8.20% p.a.) and is secured by way of:¬
- Exclusive charge on plant and machinery situated at RIICO Industrial Area, Karni (Extension), Bikaner ."
2. Cash credit
(i) Cash credit loan from State Bank of India (""SBI"") taken by the Company has interest is charged at 8.70% to 8.90% p.a. (March
31,2024, 8.55% to 8.70% p.a.) which are repayable on demand and is secured by way of:¬
- Hypothecation over stocks, receivables.
(ii) Cash credit loan is obtained from HDFC Bank Limited on which interest is charged at 8.10% p.a. (March 31, 2024, 7.87% p.a.).
Cash credit from HDFC Bank Limited is secured by hypothecation of stock of raw material, packing material and book debts
which are repayable on demand.
3. Short term loan against Fixed deposit
- Short term loan has been availed from SBI on which interest is charged at 7.45% to 8.30% p.a. It is secured by Fixed Deposit &
the period of loan should not exceed the period of fixed deposit.
Note 28: Other income (Contd..)
Footnote
(i) Interest income is recognised using the effective interest rate (EIR) method.
(ii) The functional currency of the Company is the Indian Rupee. These Standalone Financial Statements are presented in Indian Rupee.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions.
Foreign currency denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in
effect at the Balance Sheet date. The gains and losses resulting from such translations are included in net profit in the Statement of Profit
and Loss. Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for
the year in which the transaction is settled.
(iii) Government grants are recognised where there is reasonable assurance that the grant will be received and aLL attached conditions
will be complied with. When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value
amounts and released to the statement of profit and loss over the expected useful life in a pattern of consumption of the benefit of the
underlying asset.
Notes :
- Basic EPS amounts are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average
number of Equity shares outstanding during the year.
- Diluted EPS amounts are calculated by dividing the profit attributable to owners of the company (after adjusting for interest on the
convertible preference shares) by the weighted average number of Equity shares outstanding during the year plus the weighted average
number of Equity shares that would be issued on conversion of aft the dilutive potential Equity shares into Equity shares.
- There have been no other transactions involving equity shares or potential equity shares between the reporting date and the date of
approval of these financial statements.
Note 35: Employee benefits obligations
(a) Defined contribution plans
(i) Provident fund and other fund
The Company makes contribution towards employees' provident fund and employees' state insurance plan scheme. Under the
schemes, the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to
these defined contribution schemes.
Provident fund and employees' state insurance plan scheme is a defined contribution scheme established under a state plan. The
contributions to the scheme are charged to the statement of profit and loss in the period when the contributions to the funds are due.
Description of risk exposures
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to
various risks as follow:
i) Salary increases: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in salary of the plan participants will increase the plan's liability.
ii) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to government bond yields. If the return on plan asset is below this rate, it will create a plan deficit.
iii) Discount rate: Reduction in discount rate in subsequent valuations can increase the plan's liability.
iv) Mortality and disability: Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact
the liabilities.
v) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at
subsequent valuations can impact plan's liability.
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation
as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis are
based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analysis may not be
representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in
isolation from one another.
(c) AH transactions with these related parties are at arm's length basis and are in ordinary course of business.(All the amounts of
transactions and balances disclosed in this note are gross and undiscounted).
(d) The Company has provided financial support guarantee to its subsidiary (namely Petunt Food Processors Private Limited and
Vindhyawasini Sales Private Limited) to meet its current obligation as and when required to continue the operation of such
subsidiary company as going concern.
(e) On February 1,2021, the Company entered into a supply agreement with Petunt Food Processors Private Limited for the procurement
of specified products intended for resale in the market. Under the terms of the agreement, the Company has committed to a
potential monthly purchase volume of 420 tonnes. The purchase price is contractually agreed upon and is payable in cash within 15
days from the date of dispatch of the products
(f) The subsidiary company "Bikaji Maa Vindhyawasini Sales Private Limited (BMVSPL)" submitted Form STK-02 to the Registrar at the
Centre for Processing Accelerated Corporate Exit, seeking voluntary removal of its name from the register of companies pursuant
to its non-operation for the immediately preceding two financial years. Pursuant to the said application, the Ministry of Corporate
Affairs struck off the name of BMVSPL from the register of companies effective March 19, 2025. It resultant to the impairment of
investment amounting to H 0.51 lakhs, which is shown under "Other expenses
(a) (i) The Company had sold goods (Namkeen) to M/s Matri Stores, Assam at concessional rate of tax against Form-C amounting to H 296.38
lakhs during the year 2011-12. CTO had made a observation vide order dated September 11,2012 and amended order dated October
25, 2012 that Form C was not issued by authorised officer, therefore the impugned sale was not eligible for concessional rate of tax and
issued demand of H 91.33 lakhs including interest and penalty. The Company then preferred an appeal before the appellate authority,
CTO, Bikaner. Appellate authority sustained the demand of tax and interest but deleted the penalty of H 47.57 lakhs. Being aggrieved and
dissatisfied by the order Company again preferred an appeal before Rajasthan Tax Board, Ajmer. The Board rejected the tax and interest
demand also on the basis that Form C issued was not bogus and false. Commercial tax officer, Jaipur has filed a Revision petition before
High Court on September 05, 2018. During the year ended March 31, 2021, the Company has received the protest amount of H 22.00
lakhs deposited against this case. Based on the management assessment, there is a possibility that the case may be decided in favour
of the Company.
(a) (ii) During the financial year 2024-25, the Company received a Show Cause Notice (SCN) from the Goods and Services Tax (GST) authorities
alleging misclassification of certain extruded savoury products such as Bikaji Kurram , Bikaji Ring Tomato Cheese, Bikaji Ring Chatpata
Masala, Bikaji Cheese Ball, and Bikaji Corn Puff. The department has contended that these products were incorrectly classified under
HSN 21069099 (taxable at 12%) instead of HSN 19059030 (taxable at 18%), resulting in an alleged short payment of GST by 6%. The
Company, relying on its bona fide understanding and consistent classification as "Namkeen", has been classifying these products
under HSN 21069099 and has been discharging GST at the applicable rate of 12%. Upon receipt of the SCN, the Company challenged
the validity and maintainability of the same by filing a Writ Petition before the Hon'ble High Court of Karnataka. The Hon'ble High
Court passed an interim stay order on January 22, 2025, thereby staying the proceedings pursuant to the SCN. However, despite the
subsisting stay order, the GST Department proceeded to pass a demand order dated January 23, 2025, demanding tax of H 553.83 lakhs
along with applicable interest and penalty. The Company, in response, filed an amended Writ Petition before the Hon'ble High Court of
Karnataka, challenging the said demand order. The Hon'ble High Court, considering the Company's submission, passed another interim
stay order on April 4, 2025, thereby staying further proceedings pursuant to the demand order dated January 23, 2025 until the next
date of hearing. Based on the management assessment, there is a possibility that the case may be decided in favour of the Company.
(b) There was an agreement for purchase of industrial plot E-578, E-579, F-580 to F-584 at Karni industrial area, Bikaner executed on the
non-judicial stamp paper of H 100/- and duly notarised by a notary public. It was contended by the stamping authorities that the aforesaid
document was required to be registered with sub-registrar, Bikaner. Subsequently stamping authorities issued a notice demanding of H
36.22 lakhs on January 09, 2017 on Company. The High Court of Jodhpur stayed the aforesaid order dated March 22, 2017 by holding the
agreement pertaining to the purchase of industrial plots at Karni Industrial Area as a contingent agreement. The aforesaid plots were
eventually vested with Hanuman Agrofood Private Limited. Based on the management assessment, there is a possibility that the case may
be decided in favour of the Company.
(c) Represents the best possible estimate by the Management, basis available information, about the outcome of various claims against the
Company by different parties under Consumer Protection Act and Food Safety and Standard Act. As the possible outflow of resources is
dependent upon outcome of various legal processes. Based on the management assessment, there is a possibility that the case may be
decided in favour of the Company.
Others:
(a) In financial year 2021-22, The Company has given a corporate guarantee amounting to H 1,900 lakhs in favour of HDFC Bank Limited "lender" on
behalf of Vindhyawasini Sales Private Limited towards term loan given by lender for purchasing the tangible assets. The Company is in process
of revocation of said Corporate guarantee in the near future subject to fulfilment of terms & conditions of lender.
(b) The Company has imported certain machineries under the Manufacture and Other Operations in Warehouse Regulations, 2019 ("MOOWR
Scheme") for its Bakery project located at Tumkuru, Bangalore. As per the MOOWR Scheme, payment of Integrated Goods and Services Tax
(IGST) and Customs Duty aggregating to H 951.41 Lakhs as at March 31,2025 (H 797.84 Lakhs as at March 31,2024) on the imported machinery
has been deferred until such time the capital goods are removed from the designated bonded premises.
As per the scheme provisions, if the Company exports the capital goods, the deferred duties are exempted. Accordingly, the liability
towards these duties is contingent in nature, depending on the future use or disposal of such capital goods. The Company has not
recognized any provision for the said amount in its financial statements as the outflow of resources is not considered probable at the
reporting date, in line with the recognition criteria under Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets
Note 38: Segment reporting
The Company primarily operates in the food product segment. The board of directors of the Company, which has been identified as being
the Chief Operating Decision Maker (CODM), evaluates the Company's performance, allocate resources based on the analysis of the various
performance indicators of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of
Ind AS 108 "Operating Segments".
Geographical locations: The geographical segments have been considered for disclosure as the secondary segment, under which the domestic
segment includes sales to customers located in India and overseas segment includes sales to customer located outside India.
Note 38: Segment reporting (Contd..)
b. Segment revenue with major customers
The Company has two customer during the year ended March 31, 2025 accounting for more than 10% of its revenue from operations.
During the year 24.46% (Previous year 24.98%) of the Company's revenue from operation was generated from these customers.
Note 39: Leases
Company as a lessee
The Company has taken land, shops, flats and godowns on leases. These lease arrangements range for a period between 11 months to 10 years
except for land where lease period is upto 99 years, which include both cancellable and non-cancellable leases. The Company's obligations
under its leases are secured by the lessor's title to the right-of-use assets. Generally, the Company is restricted from assigning and subleasing
the right-of-use assets and some contracts require the Company to maintain certain financial ratios. There are several lease contracts that
include extension and termination options and variable lease payments, which are further discussed below. Most of the leases are renewable
for further period on mutually agreeable terms. Information about the leases for which the Company is a lessee is presented below:-
The Company also has certain leases of premises with lease terms of 12 months or less and leases of office equipment with low value. The
Company applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases.
Note 40: Fair values
The management of the Company assessed that carrying value of cash and cash equivalents, trade receivables, other bank balances, loans
with short term maturity, other current financial assets, borrowings, trade payable, lease liabilities and other current financial liabilities
approximates their fair value amounts largely due to short term maturities of these instruments. Further, in case of bank deposits with maturity
of more than twelve months from reporting date, fair value and carrying values are not expected to vary significantly as there has been minimal
interest rate changes since these deposits were created with banks. Majority of security deposits classified as non current financial assets are
for perpetuity and shall be refundable on surrendering of electricity connection only, which is highly unlikely and hence fair value of the same
cannot be determined in absence of definite period of such deposits. Comparison of the carrying value and fair value of the Company's financial
instruments are as follows:-
Note 41: Fair values hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value
hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
• Level 1: Hierarchy includes financial instruments measured using quoted prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement date.
• Level 2: Hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets
that are not active.
The Company uses the Discounted Cash Flow valuation technique which involves determination of present value of expected receipt/ payment
discounted using appropriate discounting rates prevailing in market. Further, in instruments containing options (to purchase or redeem for
realisation), the fair values of derivatives are estimated by using pricing models, wherein the inputs to those models are based on unobservable
market parameters. The valuation models used by the Company reflect the contractual terms of the derivatives (including the period to
maturity), and market-based parameters such as interest rates, volatility etc.
These models do contain a high level of subjectivity as the valuation techniques used require significant judgement and inputs thereto
are unobservable.
Note 42: Financial risk management
The Company's principal financial liabilities comprise borrowings, lease liabilities, trade payables, trade deposits from customers and other
payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include
loans, trade and other receivables and cash and term deposits that derive directly from its operations. The Company also hold investments
measured at cost, fair value through profit and loss (FVTPL) and fair value through other comprehensive income (FVTOCI).
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's board of directors has overall responsibility
for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is
exposed to and how the entity manages the risk and the related impact in the standalone financial statements.
(A) Market risk analysis
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity
risk. Financial instruments affected by market risk include loans, borrowings, term deposits, and investments.
(i) Foreign currency risk
The Company has limited international transactions and is exposed to foreign exchange risk arising from its operating activities
(revenue and purchases denominated in foreign currency is low). 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. To
mitigate the Company's exposure to foreign currency risk, non-H cash flows are monitored in accordance with the Company's risk
management policies.
Note 42: Financial risk management (Contd..)
(B) Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced
mainly by cash and cash equivalents, trade receivables, loans and other financial assets measured at amortised cost. The Company
continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
(i) Trade receivable
Customer credit risk is managed by the Company subject to the Company's established receivable management policy. The policy
details how credit will be managed, past due balances collected, allowances and reserves recorded and bad debt written off.
Credit terms are the established timeframe in which customers pay for purchased product. Outstanding customer receivables are
regularly monitored by the Management.
An impairment analysis is performed at each reporting period on consolidated basis for similar category of customer. The maximum
exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several
jurisdictions and operate in largely independent markets.
(ii) Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance
with the Company's policy. Investments of surplus funds are made only with approved counterparties with high credit ratings except
in case of strategic investments in few entities. Investments in other than bank deposits are strategic long term investments which
are done in accordance with approval from board of directors.
(C) 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. Management monitors rolling forecasts of the Company's liquidity
position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market
in which the entity operates.
(a) Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities:
Note 43: Capital management policies and procedures
(a) Risk management
For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference shares, securities
premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital
management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of
the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital
plus net debt. The Company's policy is to keep the gearing ratio between 0% and 15%. The Company includes within net debt, interest
bearing loans and borrowings, lease liabilities, less cash and cash equivalents.
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 interest-bearing 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 interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and
March 31,2024.
The dividend declared by the Company is based on profits available for distribution as reported in the financial statements of the Company. On
May 15, 2025, the Board of Directors of the Company has recommended dividend of H 1.00 per share of face value of H 1 each in respect of the
year ended March 31,2025. The dividend would result in a cash outflow of approximately H 2,505.93 lakhs.
Note 44: Impairment of Solar Plant
The Company has solar energy generation plants located at Kotayat and Gajner, Rajasthan. These plants were setup in 2013 and 2014,
respectively. Various solar plant owner has jointly filed a Writ Petition against Department of Energy (Rajasthan), Rajasthan Electricity Regulatory
Commission, Jodhpur Vidyut Vitran Nigam Limited and Rajasthan Urja Vikas Nigam Limited, for dispute related to power purchase agreement
(""PPA""). In the absence of certainty of reatisabitity of revenue from electricity distribution company, the Company has not recognised revenue
from solar plants. Further, the dispute on PPA has ted the Company to assess the recoverability / carrying value of the solar plants in its
books. Management, based on the assessment of projected cash generation, life of asset, progress of said court case and further contractual
terms of PPA has recognised impairment of H Nit (March 31,2024 : H 100.67 takhs) in the net carrying value of such asset as on March 31,2025
and management betieves that the recoverabte vatue of such asset exceed the net carrying vatue as on reporting date, therefore, no further
impairment is required in the books of account.
During the previous year, the Company had received tetter from Jodhpur Vidyut Vitran Nigam Limited dated January 15, 2024 no. jdvvnt/
ACE(HQ)/SE(RA&C)SEC. -OA/F.2023-24/D 264 regarding the approvat of the technicat feasibitity for evacuation of power from proposed 1
MW sotar project for captive consumption. Therefore Company had reversed the impairment provision of H 194.04 takhs during the previous
financiat year and disctosed the same under the other income.
Note 45: Social Security Code
The Code on Sociat Security, 2020 ('Code') retating to emptoyee benefits during emptoyment and post emptoyment benefits received Presidential assent in
September 2020. The Code has been pubtished in the Gazette of India. Certain sections of the Code came into effect on May 03, 2023. However, the finat rutes/
interpretation have not yet been issued. Based on a pretiminary assessment, the entity betieves the impact of the change witt not be significant.
Note 46: Employee Stock Options Plan (ESOP)
The Sharehotders of the company vide its speciat resotution dated October 22, 2021 in extraordinary generat meeting (EGM) approved Bikaji ESOP-I 2021 &
Bikaji ESOP-II 2021 ("The Ptan") for granting the ptan in form of equity shares of maximum 50 takhs stock options and tinked to the comptetion of a minimum
period of continued emptoyment to the etigibte emptoyees of the Company, which is being monitored and supervised by the nomination and remuneration
committee of the Board of Directors from time to time subject to the term & conditions specified in the ptan & emptoyee stock option agreement/grant tetter.
The emptoyees can purchase equity shares by exercising the options as vested at the price specified in the grant. The stock option granted vest over a period
of 1 year/ 2 years/ 3 years, as the case may be, from the date of grant in proportions specified in the respective ESOP Ptans & such stock options may be
exercised by the emptoyee after vesting period within 7 years from the date of Vest.
During the previous year the Board of Directors of the Company, at its meeting held on January 25, 2023, had considered, and approved the
merger of Hanuman Agrofood Private Limited ("HAPL" or "Transferor Company") into Bikaji Foods International Limited (""BFIL"" or ""Transferee
Company) by way of a composite scheme of amalgamation between the Company and the Transferor Company ("the Scheme"). The Jaipur
Bench of the Hon'ble National Company Law Tribunal (""NCLT""), through its order dated January 05, 2024 has approved the Scheme with the
appointed date of the merger being April 01,2022.
As per guidance on accounting for common control transactions contained in Ind AS 103 "Business Combinations" the merger has been
accounted for using the pooling of interest method. However, the accounting treatment pursuant to the Scheme has not been given effect
to from the date as required under Ind AS 103 - Business Combinations, which is the date of control establishment i.e. November 24, 2022.
Accordingly, the figures for the respective comparative periods and year have been restated to give effect to the aforesaid merger with effect
from the April 01, 2022 as per the requirement of general circular no. 09/2019 dated August 21, 2019 of the Companies Act, 2013.Accordingly,
the assets and liabilities of the transferor Company has been transferred thereon resulting to recognition of the differential amount in other
equity in the books of accounts of the Company.
Note 49:
The Board of Directors of the Company at its meeting held of July 24, 2024 have considered and approved merger scheme of Vindhyawasini
Sales Private Limited (""Transferor Company"") with Bikaji Foods International Limited (""Transferee Company""). As a part of the scheme of
merger, equity shares and Optionally Convertible Debentures held by Company will stand cancelled. The proposed merger scheme entails
no shares of the Company shall be issued nor any cash payment shall be made by the Company in lieu of cancellation of Equity shares and
Optionally Convertible Debentures of Vindhyawasini Sales Private Limited.
The Scheme was filed before the Hon'ble National Company Law Tribunal, Jaipur Bench (""Hon'ble NCLT"") on September 10, 2024 and Hon'ble
NCLT has inter-alia dispensed with the requirement of convening the meeting of equity shareholders and creditors of the Transferor Company
and Transferee Company vide its order dated December 11, 2024. Thereafter the Company filed a petition with Hon'ble NCLT on December
23, 2024. The next hearing date of the said petition before Hon'ble NCLT is May 22, 2025. Therefore the impact of the Scheme has not been
considered in the Company standalone financial statements for the year ended March 31,2025.
Note 50: Additional notes as per revised schedule III of the Companies Act, 2013, such disclosure requirements were
mandated wide notification no. G.S.R. 207(E) from Ministry of Corporate Affairs dated March 24, 2021 which are
applicable for the period beginning on or after April 01,2021:
a) The Company has not traded or invested in Crypto currency or Virtual Currency for the year ended March 31,2025.
b) The Company does not have any undisclosed income which is not recorded in the books of account 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).
c) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 during the year
ended March 31,2025.
d) The company has complied 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.
e) The Company does have any charges or satisfaction which is yet to be registered with ROC beyond the statutory year.
f) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding
any Benami property.
g) The Company avails the short term credit facility from bank on the basis of security of inventory and book debts and filed the quarterly
return/statement with the bank for the quarter ended June 30, 3024, September 30, 2024, December 31,2024 and March 31,2025 and the
same are in agreement with books of accounts.
h) The Company has not been declared Wilful Defaulter (as defined by RBI circular) by any bank or financial institution or other lenders.
i) The Company has not revalued its Property, Plant & Equipment for the year ended March 31,2025.
j) The Company has used the borrowings from banks for the specified purpose for which it has taken at the balance sheet date.
(i) 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 Beneficiaries
(ii) 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 like on behalf of the Ultimate Beneficiaries.
Note 52
The Company has used an accounting software for maintaining its books of account, which has a feature of recording the audit trail (edit log)
facility, except that audit trail feature was not enabled throughout the year for certain relevant transactions at the database level within the
accounting software to log any direct changes.
Further, to the extent enabled, the audit trail feature has been operated for the relevant transactions recorded in the accounting software. Also, we did
not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail feature of prior year has been preserved by the
Company as per the statutory requirements for record retention to the extent it was enabled and recorded in previous year.
Note 53: Subsequent events
(i) The Board of Directors of the Company, at its meeting held of May 15, 2025, has approved to further invest in Bikaji Foods Retail Limited,
Wholly Owned Subsidiary, upto H 1500 lakhs (Rupees Fifteen hundred lakhs Only) in equity shares.
(ii) The Board of Directors of the Company, at its meeting held of May 15, 2025, has approved the investment in Jai Barbareek Dev Snacks
Private Limited upto H 2000 lakhs (Rupees Two thousand lakhs Only) in the form of 200 lakhs (Two hundred lakhs) Optionally Convertible
Debentures at a face value of H 10 each.
As per our report of even date
For Ashok Shiv Gupta & Co. For M S K A & Associates For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Bikaji Foods International Limited
Firm Registration No.: 017049N Firm Registration No.: 105047W CIN : L15499RJ1995PLC010856
Ashok Gupta Manish P Bathija Shiv Ratan Agarwal Deepak Agarwal
Partner Partner Chairman Managing Director
Membership No.: 077775 Membership No.: 216706 DIN: 00192929 DIN: 00192890
Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 15, 2025 Date: May 15, 2025 Date: May 15, 2025 Date: May 15, 2025
Shambhu Dayal Gupta Rishabh Jain
President-Corporate affairs Chief Financial Officer
and Finance
Place: Gurugram Place: Gurugram
Date: May 15, 2025 Date: May 15, 2025
Rahul Joshi
Head - Legal and Company Secretary
Membership No.: 33135
Place: Gurugram
Date: May 15, 2025
|