(xiii) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. The expense relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursements.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, it carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A present obligation that arises from past events, where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also 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.
Claims against the Company, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.
Contingent assets are not recognized in standalone financial statements since this may result in the recognition of income that may never be realized. However, when the realization of income is virtually certain, then the related asset is not a contingent asset and is recognized.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
(xiv) Employee Benefits
Short-term benefits
Short-term benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Defined contribution plans
The Company makes defined contributions to the Government Employee Provident Fund, which is recognized in the Statement of Profit and Loss, on an accrual basis. The Company recognizes contribution payable to the provident fund scheme as an expense when an employee renders the
related service. The Company has no obligation other than the contribution payable to the provident fund.
Defined benefit plans
The Company's liabilities under The Payment of Gratuity Act, 1972 are determined on the basis of actuarial valuation made at the end of each financial year using the projected unit credit method.
The Gratuity obligation is unfunded. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds, where the terms of the Government bonds are consistent with the estimated terms of the defined benefit obligation.
The net interest cost is calculated by applying the discount rate to the defined benefit obligation. This cost is included in the 'Employee benefits expense' in the Statement of Profit and Loss.
Re-measurement gains or losses arising from changes in actuarial assumptions are recognized in the period in which they occur, directly in OCI. These are presented as re-measurement gains or losses on defined benefit plans under other comprehensive income in other equity. Remeasurement gains or losses are not reclassified subsequently to the Statement of Profit and Loss.
Compensated absences
The employees of the Company are entitled to compensated absences. Accumulated compensated absences, which are expected to be encashed beyond twelve months from the end of the year, are treated as long-term employee benefits. Liability for such benefit is provided on the basis of actual leave balance as at the Balance Sheet date. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognizes accumulated compensated absences based on actuarial valuation in the Statement of Profit and Loss.
(xv) Financial instruments
A financial instrument is any contract that gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity.
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets:
Initial recognition and measurement
Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through
other comprehensive income (OCI), and fair value through profit or loss.
The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
• Debt instruments at amortised cost
• Debt instruments, derivative financial instruments and equity instruments at fair value through profit or loss (FVTPL)
• Equity instruments measured at fair value through other comprehensive income (FVTOCI)
Debt instruments at amortised cost
A 'debt instrument' is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. 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 in finance income in the standalone statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss.
Debt instrument at FVTPL
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as amortized cost or as FVTOCI, is classified as FVTPL.
Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the profit and loss.
The Company classifies its debt instruments which are held for trading under FVTPL category. Held for trading assets are recorded and measured in the Balance Sheet at fair value. Gains and losses on changes in fair value of debt instruments are recognised on net basis through profit or loss.
Debt instrument at FVTOCI
A debt instrument is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits and bank balances.
b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115.
The Company follows 'simplified approach' for recognition of impairment loss allowance on:
• Trade receivables or contract revenue receivables;
Under the simplified approach the Company does not track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs 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.
ECL is the difference between all contracted cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original EIR. ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/(expense) in the statement of profit and loss (P&L).
The balance sheet presentation for various financial instruments is described below:
Financial assets measured as at amortised cost and contractual revenue receivables
ECL 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.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.
Financial liabilities
Initial recognition, measurement and presentation
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables or derivatives, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade payables, loans and borrowings including bank overdrafts, other financial liabilities and derivative financial instruments.
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss.
• Financial liabilities at amortised cost (loans and borrowings).
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109.
Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognised in OCI. These gains/ loss are not subsequently transferred to profit or loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss.
The Company classifies its debt instruments which are held for trading under FVTPL category. Held for trading assets are recorded and measured in the Balance Sheet at fair value. Gains and losses on changes in fair value of debt instruments are recognised on net basis through profit or loss.
Loans and borrowings
After initial recognition at fair value, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the 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.
This category generally applies to borrowings.
Derecognition of financial liabilities
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.
Offsetting financial instruments
Financial assets and liabilities are off-set and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
Derivative financial instruments
The Company uses derivative financial instruments, such as foreign exchange forward contracts, and interest rate swap to manage its exposure to interest rates and foreign exchange risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re¬ measured at fair value.
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
The Company enters into derivative contracts to hedge risks which are not designated in any hedging relationship i.e., hedge accounting is not followed. Such contracts are accounted for at FVTPL.
(xvi) Cash and cash equivalent
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management.
(xvii) Cash dividend to equity holders
The Company recognises a liability for payment of dividend to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
(xviii) Earnings per share
Basic earnings per share are calculated by dividing the profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during
the period are adjusted for the effects of all dilutive potential equity shares.
(xix) Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Chief Operating decision-maker is responsible for allocating resources and assessing the performance of the operating segments and makes strategic decisions.
(xx) New accounting standards, amendments and interpretations adopted by the Company effective from April 1, 2024:
The accounting policies adopted in the preparation of the standalone financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended March 31, 2024, except for amendments to the existing Indian Accounting Standards (Ind AS). The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The Ministry of Corporate Affairs notified new standards or amendment to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
The Company applied following amendments for the first¬ time during the current year which are effective from April 1, 2024:
Introduction of Ind AS 117:
MCA notified Ind AS 117, a comprehensive standard that prescribe, recognition, measurement and disclosure requirements, to avoid diversities in practice for accounting insurance contracts and it applies to all companies i.e., to all "insurance contracts" regardless of the issuer. However, Ind AS 117 is not applicable to the entities which are insurance companies registered with IRDAI.
Additionally, amendments have been made to Ind AS 101, First-time Adoption of Indian Accounting Standards, Ind AS 103, Business Combinations, Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations, Ind AS 107, Financial Instruments: Disclosures, Ind AS 109, Financial Instruments and Ind AS 115, Revenue from Contracts with Customers to align them with Ind AS 117. The amendments also introduce enhanced disclosure requirements, particularly in Ind AS 107, to provide clarity regarding financial instruments associated with insurance contracts.
Amendments to Ind AS 116-Lease liability in a sale and leaseback:
The amendments require an entity to recognise lease liability including variable lease payments which are not linked to index or a rate in a way it does not result into gain on Right of use asset it retains.
The Company has reviewed the new pronouncements and based on its evaluation has determined that these amendments do not have a significant impact on the Company's Standalone Financial Statements.
1D. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of standalone financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses at the date of these standalone financial statements and the reported amounts of revenues and expenses for the year presented. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods affected.
Estimates and judgments involved in applying accounting policies, is in respect of:
• Useful lives of property, plant and equipment and Intangible assets
Determination of the estimated useful lives of tangible and intangible assets and the assessment as to which components of the cost may be capitalized. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013.
• Taxes
There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the current and deferred tax provisions in the period in which the tax determination is made. The assessment of probability involves estimation of a number of factors including future taxable income.
• Defined benefit plans (gratuity benefits)
A liability in respect of defined benefit plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the plan's assets. The present value of the defined benefit obligation is based on expected future payments at the reporting date, calculated annually by independent actuaries. Consideration is given to expected future salary levels, experience of employee departures and periods of service. Refer note 28 for details of the key assumptions used in determining the accounting for these plans.
• Discounts, rebates and sales returns
The Company recognises the accruals for rebates/ discount/ incentives and returns based on accumulated experience and underlying schemes and agreements with customers.
Notes:
(1) In case of work-in-progress (including intermediate goods), during the year ended March 31, 2025 ' 1.38 millions (March 31, 2024'5.35 millions) was recognised as expense for inventories at net realizable value.
(2) In case of finished goods, during the year ended March 31, 2025'1.71 millions (March 31, 2024'3.45 millions) was recognised as expense for inventories at net realizable value.
(3) Finished goods includes goods in transit ' 103.60 millions (March 31, 2024'20.46 millions).
(4) Stock in trade includes goods in transit ' 9.15 millions (March 31, 2024'0.01 millions).
(5) The secured cash credit facilities are covered by paripassu charge on inventories (including raw material, finished goods and work-in-progress) and trade receivables (refer note 14).
(6) The above includes inventories held by third parties amounting to ' 91.33 millions (March 31, 2024'87.14 millions).
(7) The mode of valuation of inventories has been stated in note 1C(xi).
14. BORROWINGS (Contd.)
Details of terms and securities for the above borrowing facilities are as follows:
1) Cash Credit from State Bank of India amounting to ' 6.82 millions (P.Y ' 174.23 Million) is secured by Hypothecation and pari passu first charge on entire present and future asset of the comapny comprises of stocks & receivables and equitable mortgage of Factory land & buildings: Plot no 408,409,410 & 411 at kerala GIDC, Bavla, Ahmedabad; Office Building: 901 to 903 & 911, B-square-2, Iscon Ambli Road, Ahmedabad. The cash credit facility carries interest rate linked to 6 months MCLR Plus spread of 0.30%. (March 31, 2024: 6 months MCLR Plus spread of 0.30%). The effective interest rate is 9.15% (March 31, 2024: 8.85%).
2) The term loan from State Bank of India amounting to ' 296.85 millions (P.Y ' 366.27 Million) for construction & establishment of saykha technical manufacturing plant, secured by Hypothecation of all the plant & machineries, utility item, furniture fixture, lab items, misc fixed assets created out of credit facilities extended by bank situated at Plot no. DP/154 Saykha to Saran Village Road Saykha industrial Estate GIDC Mouje Saykha Bharuch and equitable mortgage of Factory land & buildings : Plot no 408, 409, 410 & 411 at Kerala GIDC, Bavla, Ahmedabad; Factory land and building situated at Plot no. DP/154 Saykha to Saran Village Road Saykha industrial Estate GIDC Mouje Saykha Bharuch; Office Building: 901 to 903 & 911, B-square-2, Iscon Ambli Road, Ahmedabad. The loan carries interest rate linked to 6 months MCLR plus spread of 0.30%. (March 31,2024: 6 months MCLR plus spread of 0.30%) The effective interest rate is 9.20% (March 31, 2024: 8.80%). The loan is repayable in 64 monthly installments commencing from February 2024.
All the credit facilities extended by State Bank of India is also secured by personal guarantee of Manjulaben Rameshbhai Talavia, Muktaben Jamankumar Talaviya,Vishalbhai H Domadia, Jagdish R Savaliya, Rameshbhai R Talavia, Jamankumar H Talavia.
3) Cash Credit from HDFC Bank amounting to ' 287.47 millions (P.Y ' 61.74 million) is secured by Hypothecation of stocks, debtors, plant & machinery and equitable mortgage of Factory land & buildings: Plot no 408,409,410 & 411 at kerala GIDC, Bavla, Ahmedabad; Factory land and building situated at Plot no. DP/154 Saykha to Saran Village Road Saykha industrial Estate GIDC Mouje Saykha Bharuch; Office Building: 901 to 903 & 911, B-square-2, Iscon Ambli Road, Ahmedabad. The effective interest rate is 8.19%. (March 31, 2024: 8.37%).
4) The term loan from HDFC bank amounting to ' 460.57 millions (P.Y ' 500 Million) is sanctioned for construction & establishment of saykha technical manufacturing plant, secured by Hypothecation of plant & machinery and equitable mortgage of Factory land & buildings situated at Plot no. 408,409,410 & 411 at kerala GIDC, Bavla, Ahmedabad; Factory land and building situated at Plot no. DP/154 Saykha to Saran Village Road Saykha industrial Estate GIDC Mouje Saykha Bharuch; Office Building situated at 901 to 903 & 911, B-square-2, Iscon Ambli Road, Ahmedabad. The effective interest rate is 8.02%. (March 31, 2024: 8.36%). The loan is repayable in 109 monthly installments commencing from April 2024.
All the credit facilities extended by HDFC Bank is also secured by personal guarantee of Manjulaben Rameshbhai Talavia, Muktaben Jamankumar Talavia,Vishalbhai H Domadia, Jagdish R Savaliya, Rameshbhai R Talavia, Jamankumar H Talavia.
5) The unsecured loans from directors & others are repayable on demand when there is surplus cash available with the company. Based on the management's assessment of repayment the same has been classified as current as at March 31, 2025.
6) Vehicle loans are secured against the same vehicles for which loan is taken. All vehicle loan are repayable in 60 monthly installments commencing from date of sanction. The loan carries fixed interest rate of 7.25%- 9.10%.
7) Company has availed Buyer's credit interchangeably with Letter of credit facility from HDFC bank amounting to ' 97.29 (P.Y: Nil) millions, secured by Hypothecation of plant & machinery and equitable mortgage of Factory land & buildings situated at Plot no 408,409,410 & 411 at kerala GIDC, Bavla, Ahmedabad; Factory land and building situated at Plot no. DP/154 Saykha to Saran Village Road Saykha industrial Estate GIDC Mouje Saykha Bharuch; Office Building situated at 901 to 903 & 911, B-square-2, Iscon Ambli Road, Ahmedabad. The buyer's credit facility carries interest rate linked to SOFR PLUS 175 bps.The interest rate for buyer's credit ranges from 6.09% - 6.26%. The buyer's credit / Letter of credit carries bank charges at 1% p.a.
All the credit facilities extended by HDFC Bank is also secured by personal guarantee of Manjulaben Rameshbhai Talavia, Muktaben Jamankumar Talaviya, Vishalbhai H Domadia, Jagdish R Savaliya, Rameshbhai R Talavia, Jamankumar H Talavia.
The management assessed that carrying values of financial assets i.e., cash and cash equivalents, Investments, loans, trade receivables, other financial assets and liabilities as at March 31, 2025 and as at March 31, 2024 are reasonable approximations of their fair values largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
B. Fair value measurements
The fair value of the Financial Assets and Liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company uses the following hierarchy for determining and/or disclosing the fair value of Financial Instruments by valuation techniques:
(i) Level 1: quoted prices (unadjusted) in active markets for identical Assets or Liabilities.
(ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the Assets or Liabilities, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
(iii) Level 3: inputs for the Assets or Liabilities that are not based on observable market data (unobservable inputs).
39. THE CODE ON SOCIAL SECURITY 2020
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
40. OTHER STATUTORY INFORMATION:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) Utilisation of Borrowed funds and share premium:
(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.
(vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vii) The Company has not been declared a Wilful Defaulters by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
(viii) There is no immovable property whose title deed is not held in the name of the Company.
(ix) 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.
(x) The Company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.
(xi) The Company has availed loans from banks on the basis of security of current assets. The Company files statement of current assets with the bank on periodical basis. Reconciliation of quarterly returns or statements of current assets filed with banks or financial institutions:
2) Trade Receivables:
a) Reversal of interest income on overdue trade receivables,
b) Loss allowance made for trade receivables,
c) Adjustments to trade receivables due to period-end cut-off procedures,
d) Remeasurement of balances due to foreign exchange rate fluctuations,
e) Recognition of discounts and rebates applied to revenue within trade receivables.
3) Advances to Suppliers and Advances from Customers:
a) Offsetting of these advances against trade payables and trade receivables.
4) Trade Payables:
a) Only inclusion of payables related to raw material and packing material vendor balances.
41. 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/fields/tables within the software at the application level. Further, for audit trail at database level, SOC report with adequate coverage is not available with the Company.
Further, except for above, audit trail feature has operated throughout the year for all relevant transactions recorded in the accounting software. Also, there are no instances of audit trail feature being tampered with except for above. Additionally, the audit trail of previous 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.
42. In the financial year 2022-23, the Company had completed initial public offer (IPO) of 10,596,924 equity shares of face value of ' 10 each at an issue price of ' 237/- per share, comprising fresh issue of 9,113,924 shares (including 55,000 shares issued to employees at concessional rate of ' 227/- per share) and offer for sale of 1,483,000 shares by selling shareholders. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India limited (NSE) and BSE Limited (BSE) on December 8, 2022.
The Company had received an amount of ' 2,014.39 millions (net off IPO expenses of ' 145.06 millions) from proceeds out of fresh issue of equity shares.
43. During the previous year ended March 31, 2024, the Board of Directors in their meeting held on November 03, 2023 considered and approved the Employee Stock Option Scheme, viz., Dharmaj Employees Stock Option Plan 2023 ('Scheme'), in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The maximum number of options that may be issued pursuant to this scheme is 300,000 Share options, to be convertible into equal number of Equity shares of the Company. This Scheme was approved by the members through Postal Ballot with the facility of E-voting by December 05, 2023. As on March 31, 2025, no stock options were granted to eligible employees.
44. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by Company.
45. Standards issued but not effective: As at the date of issue of financial statements, there are no new standards or amendments which have been notified by the MCA but not yet adopted by the Company. Hence, the disclosure is not applicable.
46. EVENTS AFTER THE REPORTING PERIOD
The Company evaluates all events and transactions occurring subsequent to the balance sheet date but before the approval of the financial statements to assess whether they require recognition or disclosure in the financial statements. On January 07, 2025, the Company received an intimation from the GST Department regarding the initiation of a GST audit covering the period from April 2018 to March 2024. During the course of the audit, the Department raised several objections, including issues related to the incorrect classification of products, ineligible availment of Input Tax Credit (ITC), and other compliance matters. Although a formal Show Cause Notice quantifying the demand has not yet been issued, the Company received the final audit order, based on which it admitted a liability of ' 4.59 millions. This amount was paid on April 25, 2025. As the conditions giving rise to this liability existed as of the balance sheet date and the obligation was confirmed prior to the approval of the financial statements, this constitutes an adjusting event under Ind AS 10. Accordingly, the financial impact has been recognized in the financial statements for the year ended March 31, 2025.
As per our report of even date
For M S K A & Associates For and on behalf of the Board of Directors
Chartered Accountants Dharmaj Crop Guard Limited
ICAI Firm Registration No: 105047W CIN: L24100GJ2015PLC081941
Samip Shah Rameshbhai Talavia Jamankumar Talavia
Partner Chairman & Managing Director Whole Time Director
Membership No: 128531 DIN: 01619743 DIN: 01525356
Vishal Domadia Vikas Agarwal
Chief Executive Officer Chief Financial Officer
Malvika Kapasi
Place: Ahmedabad Place: Ahmedabad Company Secretary
Dated: May 30, 2025 Dated: May 30, 2025 Membership No: A52602
|