o) Provisions, Contingent liabilities and Contingent assets Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are discounted, if the effect of the time value of money is material, using pre-tax rates that reflects the risks specific to the liability. When discounting is used, an increase in the provisions due to the passage of time is recognised as finance cost. These provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
Necessary provision for doubtful debts, claims, etc., are made if realisation of money is doubtful in the judgement of the management.
Contingent liability
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. Contingent liabilities are disclosed separately.
Show cause notices issued by various Government authorities are considered for evaluation of contingent liabilities only when converted into demand.
Contingent assets
Where an inflow of economic benefits is probable, the Company discloses a brief description of the nature of the contingent assets at the end of the reporting period, and, where practicable, an estimate of their financial effect.
p) Cash and cash equivalents
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances with original maturity of less than 3 months, highly liquid investments that are readily convertible into cash, which are subject to insignificant risk of changes in value.
q) Cash Flow Statement
Cash flows are presented using indirect method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
Bank borrowings are generally considered to be financing activities. However, where bank overdrafts which are repayable on demand form an integral part of an entity's cash management, bank overdrafts are included as a component of cash and cash equivalents for the purpose of Cash flow statement.
r) Earnings per share
The basic earnings per share are computed by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.
Diluted EPS is computed by dividing the net profit after tax by the weighted average number of equity shares considered for deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares, as appropriate.
s) Scheme of Amalgamation
Based on the recommendation and approval of the Audit Committee, the Committee of Independent Directors and the Board of Directors, at their respective meeting(s) held on 22nd August, 2022 and in pursuance of the letter received from BSE Limited stating that they do not have any adverse observation on the scheme, the consent received
from the secured creditors and the approval received from the equity shareholders ' and the unsecured creditors of the Company, at their respective meeting(s) held on 22nd June, 2023, the Company had filed necessary Petition under Sections 230 to 232 of the Companies Act, 2013 before the Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") seeking the sanction of the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills Limited (Transferee Company) ("Scheme") with effect from April 1, 2022 (Appointed Date).
Further, the audited financial statements of the Company for the year ended 31 March 2023 was approved by the Audit Committee and the Board of Directors, at their respective meetings held on May 26, 2023 without giving effect to the Scheme since the requisite approval of the NCLT was awaited.
Subsequently, the Scheme was approved by the NCLT vide its order dated 5th January 2024 & 18th January 2024 and said Scheme has become effective upon filing the certified copy of the said order with the Registrar of Companies, Chennai on 1st February 2024 (Effective Date). Accordingly, the Company has given effect to the said Scheme with effect from April 1, 2022 (Appointed Date) and accordingly, the restated financial statements for the year ended 31st March 2023 was approved by the Audit Committee and the Board of Directors on 2nd February, 2024. Pursuant to the said Scheme, all the assets, liabilities, reserves and surplus of the Transferor Company has been transferred to and vested in the Company with effect from the Appointed Date at their carrying values. As per the requirements of Appendix C to Ind AS 103 "Business Combination", the said combination has been accounted for as if it had occurred from the beginning of the preceding period in the financial statements. Accordingly, the amounts relating to the year 2022-2023 includes the impact of the business combination and the figures of the financial year 2022-23 presented have been restated by the Company after recognizing the effect of the amalgamation. Further, in terms of the aforesaid approved Scheme of Amalgamation, Raya Foods Private Limited stands amalgamated with the Company from the Appointed Date April 01, 2022, which is also acquisition date.
In terms of the accounting treatment as approved by NCLT, the Company has partially adjusted difference arising between the consideration paid and aggregate of fair value of net assets taken over against balance of the Retained earnings and capital reserve stood in the books of the Company pursuant to the Scheme. There is no deviation in accounting treatment prescribed under the Ind AS 103, which is in conformity with the accounting principles generally accepted in India, as the same has been approved by the NCLT.
Pursuant to the approved Scheme of Amalgamation, the Transferee Company has accounted for amalgamation in its books as per the applicable accounting principles prescribed under relevant Indian Accounting Standards.
a) Accounting treatment
i. The Transferee Company has recorded all the assets, liabilities, and reserves of the Transferor Company vested in it pursuant to this Scheme, at their book values and in the same form as appearing in the books of the Transferor Company as on the Appointed Date, by applying “Pooling of interest method” as prescribed in the Indian Accounting Standards 103 -Accounting for Business Combinations as per the provisions of Section 133 of the Companies Act, 2013.
ii. The Financial Statement of the Transferee Company shall, upon the Scheme coming into effect, recorded the assets and liabilities of the Transferor Company vested in it pursuant to this Scheme at the respective carrying amount thereof and in the same >
form as appearing in the books of the Transferor Company at the close of business of ' the day immediately preceding the Appointed Date. (ie. 01/04/2022)
iii. The Deficit in the Statement of Profit and Loss as they appear in the financial statements of the Transferor Company is adjusted against the Retained Earnings of the Transferee Company at the same values at the close of business of the day immediately preceding the Appointed Date.
iv. The differences in accounting policy between the Transferor Company and the Transferee Company, the impact of the same till the amalgamation is quantified and adjusted in the General reserve of the Transferee Company. The Financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.
v. The inter-corporate loans or balances between the Transferor Company and the Transferee Company, the obligation in respect thereof is discharged and the same is eliminated. A corresponding effect is given in the books of accounts and records of the Transferee Company for the reduction of any assets or liabilities, as the case may be.
a) Pursuant to the Order, the difference between the book value of the assets and liabilities transferred to the Company is ' 1 76.26 lakhs has been debited to the other equity of the Transferee Company.
b) As the appointed date of the Scheme is 1st April 2022, the previous year's numbers for the year ended 31st March 2023 have been restated to include the financial information of the Transferor Company.
c) The authorised share capital of the Transferee Company automatically stands increased, by clubbing the authorised share capital of the Transferor Company, which is ' 904.15 lakhs divided into 90,41,476 equity shares of ' 10/- each.
The outstanding loan is repayable in balance 13 monthly installments of '14,63,562 & last ' one installament of ' 5,00,045/-. Date of commencement of repayment started from 15th June, 2019.
b) Term Loan from HDFC Limited Carrying Interest rate @ 9.45% is secured by way of exclusive charge on specific assets created out of term loan being solar power plant at Gangaikondan and Collateral security of vacant land admeasuring to the extent of 25.42 acres situated in S.no 1472/2A1A, 1472/2A1B, 1472/2A1c, 1472/1B2F at Gangaikondan village at Tirunelveli-627352 owned by M/s.Blue Mountain Plantations Pvt Ltd, M/s.Florentine Agro Pvt Ltd and M/s. Super Plantations Pvt Ltd and Personal guarantee by Executive Chairman. The outstanding loan is repayable in 65 monthly installments of ' 33,79,402/-and last one installament of ' 24,73,851/- .Date of commencement of repayment started from 7th Nov, 2022.
c) Term Loan from HDFC Limited Carrying Interest rate @ 11.10% (Base Rate 1.60 %) is secured by a charge on the fixed assets purchased out of term loan, being plant & Machinery (Pollution Control Equipments) and Collateral security of Land & Building to the extent of 12.27 acres situated at SF No. 133,134/2,137 and Personal guarantee by Executive Chairman. The outstanding loan is repayable in 40 monthly installments of ' 3,16,575 & last one installament of ' 18,747/- Date of commencement of repayment started from 7th July, 2021.
d) Term Loan from HDFC Limited Carrying Interest rate @ 8.66% (Base Rate 1.90 %) is secured primarily by a charge on the moveable assets created out of term loan, being Plant & Machinery and Collateral security of exclusive charge on assets created out of term loan and Personal guarantee by Executive Chairman. The outstanding loan is repayable in 67 monthly installments of ' 2,92,066 & last one installament of ' 87,335/-. Date of commencement of repayment started from 7th Nov, 2023.
e) Working Capital Term loan under ECGLS from HDFC Limited carrying interest rate at 9.25% (1year MCLR 1.05%). The loan is repayable on 49 instalments. The loan matures in July 2025. The loan is secured by second charge on the existing primary & collateral security provided to the bank.
f) Working Capital Term Loan from HDFC bank limited Carries interest @ 9.33 % pa., (1year MCLR 1.40%) The loan is repayable on 72 monthly instalments. The loan matures in May, 2028. The loan is primary secured by Plant and machinery , stock and receivables and collateral security of factory land and building situated at RS NO 162/4,126/4,and 162/3 situated at Thiruvandar Koil Village Thirukanoor Taluk, Pondicherry
g) Term Loan from HDFC Limited Carrying Interest rate @ 8.71% (Base Rate 1.90 %) is secured primarily by a charge on the assets created out of term loan. The outstanding loan is repayable in 79 monthly installments of ' 1,01,422 & last one installament of ' 90,168/-. Date of commencement of repayment started from 7th Nov, 2023.
ii) Vehicle loan availed from Sundaram Finance Ltd. The loan is repayable on monthly basis and
are secured by the respective vehicles.
42 Details of Short Term Borrowings
Terms and conditions of short term loans taken from banks and financial institutions i) i) Working capital loans from HDFC Bank Ltd. carries an interest rate @ 8.90% p.a. (3M T.Bill 2.40 %) and secured by pari-passu first charge on all the current assets and pari-passu second charge on flour mill and sheet metal immovable assets except those under exclusive charge to the extent mortgaged.
All loans are guaranteed by Executive Chairman of the Company, except vehicle loans.
43 Financial Instruments Capital management
The Company manages its capital to ensure that entities in the Company will be able to continue as a going concern, while maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity, long-term borrowings and other short-term borrowings.
For the purposes of the Company's capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.
f The Company seeks to minimise the effects of these risks by using natural hedging financial instruments' > and forward contracts to hedge risk exposures. The use of financial derivatives is governed by the Company's policies approved by the board of directors, which provide written principles on foreign exchange risk, the use of financial derivatives, and the investment of excess liquidity. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Market risk
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company actively manages its currency and interest rate exposures through its finance division and uses derivative instruments such as forward contracts and currency swaps, wherever required, to mitigate the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by appropriate levels of management.
Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company actively manages its currency rate exposures through a centralised treasury division and uses natural hedging principles to mitigate the risks from such exposures. The use of derivative instruments, if any, is subject to limits and regular monitoring by appropriate levels of management.
Foreign currency sensitivity analysis
Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company's revenues from its operations. Any weakening of the functional currency may impact the Company's cost of imports and cost of borrowings and consequently may increase the cost of financing the Company's capital expenditures. The foreign exchange rate sensitivity
' is calculated for each currency by aggregation of the net foreign exchange rate exposure of a ' currency and a simultaneous parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 2% change in foreign currency rates.
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year. Interest rate risk management
The Company is exposed to interest rate risk because it borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. Further, in appropriate cases, the Company also effects changes in the borrowing arrangements to convert floating interest rates to fixed interest rates. Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
The 25 basis point interest rate changes will impact the profitability approximately by INR 21.80 Lakhs for the year (Previous INR 20.12 Lakhs).
Credit risk management
Credit risk arises when a customer or counterparty does not meet its obligations under a customer contract or financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivables and from its financing/ investing activities, including deposits with banks, mutual fund investments, investments in debt securities and foreign exchange transactions. The Company has no significant concentration of credit risk with any counterparty.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure is the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables, margin money and other financial assets excluding equity investments.
(a) Trade Receivables
Trade receivables are consisting of a large number of customers. The Company has credit evaluation policy for each customer and, based on the evaluation, credit limit of each customer is defined. Wherever the Company assesses the credit risk as high, the exposure is backed by either bank, guarantee/letter of credit or security deposits.
The Company does not have higher concentration of credit risks to a single customer. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.
(b) Investments, Cash and Cash Equivalents and Bank deposits
Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.
Investments of surplus funds are made only with approved banks as fixed deposits. Investments primarily represent investments pursuant to power purchase agreement with power generation companies. These investments do not have any market risk as the Company will get back the face value when terminating the agreement.
Offsetting related disclosures
Offsetting of cash and cash equivalents to borrowings is available only to the bank in the event of a default. Company does not have the right to offset in case of the counter party's bankruptcy, therefore, these disclosures are not required.
Liquidity risk management
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company invests its surplus funds in bank fixed deposits, which carry minimal mark to market risks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.
Liquidity tables
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to
45 Retirement benefit plans Defined contribution plans
In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions, as specified under the law, are made to the Provident Fund.
The total expense recognised in statement of profit or loss of ' 85.92 Lakhs (previous year ' 332.75 Lakhs) represents contribution paid to these plans by the Company at rates specified in the rules of the plan.
Defined benefit plans (a) Gratuity
Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed by multiplying last drawn salary (basic salary including dearness Allowance if any) by completed years of continuous service with part thereof in excess of six months and again by 15/26. The Act provides for a vesting period of 5 years for withdrawal and retirement and a monetary ceiling on gratuity payable to an employee on separation, as may be prescribed under the Payment of Gratuity Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in this regard the same has been adopted.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.
52 The company is not declared as a wilful defaulter by any bank or financial institution.
53 The company has no relationship with struck-off companies.
54 The company does not have any subsidiary and hence, the compliance under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 does not arise.
55 The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to or in any other person or entity, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
56 The company has not been received any funds from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
57 The company has no income which has been surrendered or disclosed as income during the year in any of the tax assessments under the Income Tax Act 1961.
58 The company has not traded/invested in crypto currency/virtual currency during the financial year.
59 Loans and Advances in the nature of loan granted to Promoter, KMP and related parties: Nil
60 There are no charges or satisfaction of charges that are yet to be registered with Registrar of Companies beyond the statutory period.
61 The company has not issued any securities for a specific purpose.
62 The company has utilised the borrowings from banks and financial institutions for the purpose for which it was availed.
63 There were no significant events that occurred after the Balance Sheet date apart from the ones mentioned in "Material Changes and commitments affecting the financial position between the end of the fiscal and date of the report' in the Board's report.
In accordance with my report of date attached For and on behalf of the Board
For Marimuthu and Associates Suresh Jagannathan
Chartered Accountants C™'™
(FRN No. 014572S) DIN : 00011326
P.Marimuthu Sharath Jagannathan R.Nagarajan
Chartered Accountant Managing Director Chief Financial Officer
M.No.005770 DIN : 07298941
Place : Coimbatore S. Piramuthu
Date : May 22, 2024 Company Secretary
Membership No. FCS 9142
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