Notes to Accounts of Halder Venture Ltd.
(o) Provisions and contingent liabilities
Provisions are recognised when there is a present obligation (legal or constructive) as a result of past event, where it is
probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of
the obligation can be made.
Contingent liabilities exist 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 either not probable that an
outflow of resources will be required or the amount cannot be reliably estimated. Contingent liabilities are appropriately
disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. The Company does
not recognize a contingent liability but discloses its existence in the financial statements.
(p) Financial instruments
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. Financial assets and financial liabilities are recognised when the Company becomes a
party to the contractual provisions of the instruments.
Initial recognition:
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or
financial liabilities at fair value through profit or loss are charged to the Statement of Profit and Loss over the tenure of
the financial assets or financial liabilities.
Classification and subsequent measurement:
Financial assets:
The Company classifies financial assets as subsequently measured at amortised cost, Fair Value through Other
Comprehensive Income ("FVOQâ) or Fair Value through Profit or Loss ("FVTPLâ) on the basis of following:
- the entity''s business model for managing the financial assets and
- the contractual cash flow characteristics of the financial asset.
Financial assets carried at amortised cost :
A financial asset shall be classified and measured at amortised cost if both of the following conditions are met:
- the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows 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.
In case of financial assets classified and measured at amortised cost, any interest income, foreign exchange gains or
losses and impairment are recognised in the Statement of Profit and Loss.
Financial assets at fair value through other comprehensive income :
A financial asset shall be classified and measured at fair value through OCI if both of the following conditions are met:
- the financial asset 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.
Financial assets at fair value through profit or loss :
A financial asset shall be classified and measured at fair value through profit or loss unless it is measured at amortised cost
or at fair value through OCI. For financial assets at FVTPL, net gains or losses, interest or dividend income, are recognised
in the Statement of Profit and Loss. All recognised financial assets are subsequently measured in their entirety either at
amortised cost or fair value, depending on the classification of the financial assets. Financial assets are not reclassified
subsequent to their initial recognition unless the Company changes its business model for managing financial assets,
in which case all affected financial assets are reclassified on the first day of the first reporting period following the
change in the business model.
Impairment of financial assets:
The Company applies the expected credit loss for recognising impairment loss on financial assets measured at amortised
cost, debt instruments at FVTOCI, trade receivables, other contractual rights to receive cash or other financial asset, and
financial guarantees not designated as at FVTPL. The Company determines the allowance for credit losses based on
historical loss experience adjusted to reflect current and estimated future economic conditions.
Derecognition of financial assets:
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Financial liabilities and equity instruments:
Debt and equity instruments issued by Company are classified as either financial liabilities or as equity instruments in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity
instrument. Financial liabilities are classified as either financial liabilities at FVTPL or ''other financial liabilities''.
Equity instruments:
An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its
liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issue
cost.
Financial liabilities at fair value through profit or loss :
Financial liabilities are classified as at FVTPL when the financial liability is held for trading or is a derivative (except for
effective hedge) or are designated upon initial recognition as FVTPL. Gains or Losses, including any interest expense on
liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities carried at amortised cost :
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised
cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash
payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a
shorter period, to the amortised cost on initial recognition. Interest expense (based on the effective interest method),
foreign exchange gains and losses, and any gain or loss on derecognition is recognised in the Statement of Profit and
Loss.
Derecognition of financial liabilities:
The Company derecognises financial liabilities when, and only when, the Company''s obligations are discharged,
cancelled or have expired.
Derivative financial instruments:
The Company enters into derivative financial instruments viz. foreign exchange forward contracts, interest rate swaps
and cross currency swaps to manage its exposure to interest rate, foreign exchange rate risks and commodity prices. The
Company does not hold derivative financial instruments for speculative purposes. Derivatives are initially recognised
at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value
at the end of each reporting period. The resulting gain or loss is recognised in Statement of Profit or Loss immediately
excluding derivatives designated as cashflow hedge.
Offsetting of financial instruments:
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only
when, the Company currently has a legally enforceable right to set off the amounts and it intents either to settle them
on net basis or to realise the assets and settle the liabilities simultaneously.
(q) Investments in subsidiaries, joint ventures and associates :
Investment in subsidiaries, joint ventures and associates are carried at cost in the financial statements.
(r) Cash and cash equivalents
Cash and cash equivalents in the Balance Sheet comprise cash at banks and on hand, cheques 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 the statement of cash flows, cash and cash equivalents consist of cash, cheques on hand and short¬
term deposits, as defined above.
(s) Cash dividend distributions to equity holders
The Company recognises a liability to make cash distributions 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.
(t) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining
the Company''s earnings per share is the net profit or loss for the period. The weighted average number of equity
shares outstanding during the period and all periods presented is 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 calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive
potential equity shares.
(u) Operating Segments
An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, whose operating results are regularly reviewed by the company''s Chief Operating Decision
Maker C''CODM''0 to make decisions for which discrete financial information is available. Based on the management
approach as defined in Ind AS 108, the CODM evaluates the Company''s performance and allocates resources based on
an analysis of various performance indicators by product segments and geographic segments.
(v) Use of estimates and critical accounting judgments
The preparation of the Company''s financial statements requires management to make judgements, 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
periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year, are described below. The Company based its assumptions and estimates on parameters available
when the financial statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when they occur.
Estimates
(i) Recognition deferred tax assets and liabilities:
Deferred tax assets and liabilities are recognised for deductible temporary differences and unused tax losses for which
there is probability of utilisation against the future taxable profit. The Company uses judgement to determine the
amount of deferred tax liability / asset that can be recognised, based upon the likely timing and the level of future
taxable profits and business developments.
(ii) Fair value measurement of financial instruments:
When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques including the
Discounted Cash Flow 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.
(iii) Defined benefit plans:
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.
(iv) Allowance for expected credit losses:
The allowance for expected credit losses reflects management''s estimate oflosses inherent in its credit portfolio. This
allowance is based on Company''s estimate ofthe losses to be incurred, which derives from past experience with similar
receivables, current and historical past due amounts, dealer termination rates, write-offs and collections, the
monitoring of portfolio credit quality and current and projected economic and market conditions.
Notes:
(a) For lien/charge against property, plant and equipment, refer note 45.
(b) On transition to Ind AS (i.e. 1st April 2015), the Company has elected to continue with the carrying value of all property,
plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of property,
plant and equipment.
(c) For details of immovable properties where the title is yet to be transferred in the name of the Company, refer note 44.
(d) Interest rate of 10.51% (31st March, 2025: 10.65%) is used to determine the amount of borrowing costs eligible for
capitalisation amounting to Rs. 248.25 lakhs (31st March, 2025: Rs. 8.33 lakhs) in respect of qualifying asset for the year
ended 31st March, 2026 (refer note 27).
Note: The Company has acquired the Haldia Manufacturing Unit of K.S. Oil Limited (in liquidation) pursuant to the order of
the Hon''ble National Company Law Appellate Tribunal dated 20th March 2025. The process of transferring the leasehold land
in the name of the Company is ongoing. The Company has received possession of the leasehold land from the liquidator
and has commenced necessary operations to transform it into functional industrial space, including ongoing maintenance
and upkeep. Upon receipt of a claim from the regulator for deposit of transfer fees relating to the transfer of leasehold rights,
the amount paid on acquisition of leasehold land, being Rs. 5614.09 lakhs, has been transferred to Right-of-use assets. The
Company is actively following up with the concerned authorities for transfer and registration of the lease. Accordingly, no
depreciation and lease liability in respect of leasehold land has been recognised in the financial statements.
(b) Rights, preference and restrictions attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is entitled to one
vote per share. The dividend, if proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive residual assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by each shareholder.
(d) Shares issued by the Company
(i) During the year ended 31st March 2026, the Company issued and allotted 82,92,090 bonus shares in the ratio
of 2:1, i.e., two (2) new bonus equity shares of Rs. 10 each for every one (1) existing fully paid-up equity share of
Rs. 10 each, by capitalization of the Securities Premium Account. The allotment was made on 3rd September, 2025
on the basis of shares held by those whose names appeared in the Register of Members as on the record date of
2nd September, 2025. In respect of share holders whose Demat account details were not available at the time
of allotment, the Company opened a Suspense Demat account. Accordingly, 1,33,840 bonus equity shares was
credited to the Suspense Demat account, which will be transferred to the eligible share holders upon completion
of the requisite documentation.
(ii) During the year ended 31st March 2025, 9,85,345 equity shares were allotted pursuant to the Scheme of
Arrangement sanctioned by the Hon''ble National Company Law Tribunal (NCLT) vide order dated 13th November
2024, by capitalization of the Share Allotment Suspense Account.
sanctioned by the Hon''ble National Company Law Tribunal (NCLT) vide order dated 13th November 2024. During the
current year, further shares were allotted to the aforesaid subsidiaries by way of bonus issue in the ratio of 2:1, i.e.,
two (2) new bonus equity shares of Rs. 10 each for every one (1) existing fully paid-up equity share of Rs. 10 each. This
holding is in contravention of the provisions of Section 19 of the Companies Act, 2013 (as amended). During the year,
the subsidiaries have commenced disposal of these shares, and the balance is expected to be disposed of subsequent
to the balance sheet date. Based on legal opinion obtained, the Company believes that this contravention will not result
in any financial liability, and accordingly, no provision has been recognised in the books of account.
@ The Company utilizes reverse factoring facilities through TReDS platform wherein it bears the finance cost. The applicable
interest rates are discovered through a competitive bidding mechanism on the platform. Due to the borrowing nature
of these transactions, the outstanding liabilities are classified under short term borrowings. As per the terms of these
arrangement the borrowings are to be settled within 90 to 180 days. The effective interest rates for the factored units settled
during the year was 9% per annum.
The Company has filed quarterly returns or statements with the banks in lieu of the sanctioned working capital facilities,
which are in agreement with the books of account other than those as set out below.
impact arising from these regulatory changes. Based on the assessment of the impact of these codes the Company has not
recognized any incremental impact arising from implementation of the New Labour Codes in the Statement of Profit and
Loss Account during the year ended 31st March, 2026. Subsequent to the year end the Central Government has notified
the Code on Wages (Central) Rules 2026, Code on Wages 2019, Industrial Relations Code 2020, Code on Social Security 2020
and Occupational Safety, Health and Working Conditions Code 2020. However the corresponding state rules and certain
other operational clarification under the new labour codes are yet to be notified. The Company continues to monitor the
notification of the remaining state rules and clarifications. The impact, if any, of these will be accounted in accordance with
applicable accounting standards.
Notes:
(i) The share holders of the Company on 29th April, 2026 has approved by way of postal ballot, the issue and allotment of
7,93,650 convertible warrants at Rs. 315 per warrant to specified persons/ entities by way of preferential allotment which
are convertible to equity shares within a period of 18 months from the date of allotment of such warrants. The process
of allotment of the warrants is ongoing and will be concluded subsequent to the balance sheet date.
(ii) Pursuant to Ind AS 33, basic and diluted earnings per share for the previous year have been restated for the bonus shares
issued and allotted during the year ended 31st March, 2026.
(iii) There have been no other transactions involving equity shares between the reporting date and the date of authorisation
of these financial statements.
32. Employee benefits
A. Post employment defined contribution plans
Provident fund, pension fund and ESI
The Company provides provident fund, pension fund and ESI benefits for eligible employees as per applicable
regulations wherein both employees and the Company make monthly contributions at a specified percentage of the
eligible employee''s salary. Contributions under such schemes are made to regulatory authority. Such provident fund,
pension fund and ESI benefit is classified as defined contribution scheme as the Company does not carry any further
obligations, apart from the contribution made on a monthly basis which is recognised as expense in the Statement of
Profit and Loss, as indicated below:
The discount rate is based on government security yield.
The salary growth rate indicated above is the Company''s best estimate of an increase in salary of the employees in
future years, determined considering the general trend in inflation, seniority,promotions, past experience and other
relevant factors such as demand and supply in employment market, etc.
V. Sensitivity analysis
The basis of various assumptions used in actuarial valuations and their quantitative sensitivity analysis is as shown
below:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected
salary increase, attrition rate and mortality rate. The sensitivity analysis above has determined based on reasonably
possible changes of the assumptions occuring at the end of the reporting period, while holding all other assumptions
constant.
Furthermore, in presenting the above sensitivity analysis, the present value of defined benefit obligation has been
calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in
calculating the defined benefit obligation liability recognized in the Balance Sheet.
VII. Risk analysis
(i) Longevity risk / Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality
of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan
participants will increase the plan liability.
Terms and conditions of transactions with related parties
The Company routinely enters into transactions with these related parties in the ordinary course of business at market
rates and terms. The sales to and purchases from related parties are made on terms equivalent to those that prevail in
arm''s length transactions with third parties. Outstanding balances at the year-end are unsecured and settlement occurs
through normal banking channels.
Advances paid to key management personnel are short term in nature and primarily includes advances for travel for
business purposes.
During the year ended 31st March, 2026 and 31st March, 2025 the Company has not recorded any impairment of
receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through
examining the financial position of the related party and the market in which the related party operates.
(b) Fair value measurements
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged
in an orderly transaction in the principal (or most advantageous) market at measurement date under the current market
condition regardless of whether that price is directly observable or estimated using other valuation techniques.
The Company has established the following fair value hierarchy that categorizes the values into 3 levels. The inputs to
valuation techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market (for example derivative instruments) is
determined using valuation techniques which maximize the use of observable market data and rely as little as possible on
company specific estimates. Value. If all significant inputs required to fair value an instrument are observable, the instrument
is included in Level 2. For example, the forward contracts is valued based on Mark to Market statements from banks.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31,2026 and March 31,2025.
The management assessed that cash and cash equivalents, other bank balances, trade receivables, loans, trade payables,
borrowings and other financial assets and liabilities (except derivative instruments) approximate their carrying amounts
largely due to the short-term maturities of these instruments. Derivative instruments are measured at fair value at the end
of each reporting period.
34 B. Financial risk management objectives and policies
Risk management framework
The Company''s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The
main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets,
other than derivatives include trade and other receivables, loans, cash and cash equivalents and other bank balances that
derive directly from its operations.
The Company''s activities expose it to market risk, liquidity risk and credit risk. The Company''s overall risk management focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance
of the Company. The Company uses derivative financial instruments, such as foreign exchange forward contracts, foreign
currency option contracts, principal only swaps, cross currency swaps that are entered to hedge foreign currency risk
exposure, interest rate swaps, coupon only swaps to hedge variable interest rate exposure and commodity fixed price swaps
to hedge commodity price risks. Derivatives are used exclusively for hedging purposes and not as trading or speculative
instruments.
Compliances of these policies and principles are reviewed by the internal risk management committee on periodical basis.
The corporate treasury team updates the Audit Committee on a quarterly basis about the implementation of the above
policies. It also updates the Risk Management Committee of the Company on periodical basis about the various risks to the
business and status of various activities planned to mitigate the risks.
(a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. The Company is exposed to different types of market risks. The market risk is the possibility
that changes in foreign currency exchange rates, interest rates and commodity prices may affect the value of the
Company''s financial assets, liabilities or expected future cash flows.The fair value information presented below is
based on the information available with the management as of the reporting date.
(a.1) Foreign currency exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. Exposures can arise on account of the various assets and liabilities which are denominated
in currencies other than Indian Rupee.
Derivative financial instruments
The Company uses foreign exchange forward, futures and options contracts to hedge its exposures in foreign currency
arising from firm commitments and highly probable forecast transactions. The proportion of forecast transactions that
are to be hedged is decided based on the size of the forecast transaction and market conditions. As the counterparty
for such transactions are highly rated banks or recognised exchange(s), the risk of their non-performance is considered
to be insignificant. Such derivatives are not designated under hedge accounting and changes in the fair value of such
hedges are recognised in the Statement of Profit and Loss. Forward exchange contracts that were outstanding on
respective reporting dates is given below:
(a.2) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates
primarily to the Company''s debt obligations with floating interest rates.
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement
in the reference rates could have an impact on the Company''s cash flows as well as costs. The Company is subject to
variable interest rates on most of its interest bearing liabilities. The Company''s interest rate exposure is mainly related
to debt obligations. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable
rate loans and borrowings. The financial assets which are bank fixed deposits are at a fixed rate of interest.
The exposure of the Company''s financial assets and financial liabilities as at 31st March 2026 and 31st March, 2025 to
interest rate risk are as follows :
(a.3) Commodity price risk
The Company''s revenue is exposed to the risk of price fluctuations related to the sale of its products. Market forces
generally determine prices for such products sold by the Company.These prices may be influenced by factors such as
supply and demand, production costs (including the costs of raw material inputs) and global and regional economic
conditions and growth. Adverse changes in any of these factors may reduce the revenue that the Company earns
from the sale of products.
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing
manufacture and trading of rice, palmolein oil, crude soyabean oil and refined soyabean oil and therefore require a
continuous supply of paddy, palmolein oil, crude soyabean oil and refined soyabean oil being the major input used in
the manufacturing and trading. To mitigate the risk of supply and price fluctuations, domestic and overseas sources
are bench-marked to optimize the allocation of business share among various sources. The Company mitigated the
risk of price volatility by entering long term and short term contracts for the purchase of these commodities on the
basis of estimated annual requirements.
The Company does not have any commodity forward contract for commodity hedging.
The following table details the Company''s sensitivity to a 5% movement in the movement in the price of paddy,
palmolein oil, crude soyabean oil and refined soyabean oil. The sensitivity analysis includes only 5% change in
commodity prices for quantity purchased during the year, with all other variables held constant. A positive number
below indicates an increase in profit or equity where the commodity prices decrease by 5%. For a 5% increase in
commodity prices, there would be a comparable impact on profit or equity, and the balances below are negative.
(b) 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, it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the Company 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.
The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual
maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying amounts as the impact of discounting is not significant:
(c) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, including deposits with banks and financial institutions, and other
financial instruments, as applicable.
Trade receivables
Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures
and control relating to customer credit risk management. The average credit period on sales of products is less than
90 days. The concentration of credit risk is limited due to the fact that the customer base is large and diverse. There is
no third-party customer representing more than 10% of the total balance of trade receivables. All trade receivables
are reviewed and assessed for default on a quarterly basis.
In respect of third-party trade receivables, the Company measures the loss allowance at an amount equal to
lifetime expected credit losses using a simplified approach. Based on evaluation of historical credit loss experience,
management considers an insignificant probability of default in respect of receivables which are less than one year
overdue. Receivables which are more than one year overdue are analysed individually and allowance for expected
credit loss is recognised accordingly. Receivables are written off when there is no reasonable expectation of recovery,
such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage
with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in
Statement of Profit and Loss.
Cash and cash equivalents, other bank balances and derivative financial instruments
Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash
equivalents, other bank balances and derivative financial instruments is evaluated as very low.
Loans and other financial assets measured at amortised cost
Loans (comprising loan to employees) and other financial assets are considered to have low credit risk since there is
a low risk of default by the counterparties owing to their strong capacity to meet contractual cash flow obligations in
the near term. Credit risk is evaluated based on the Company''s knowledge of the credit worthiness of those parties
and loss allowance is measured. For such financial assets, the Company policy is to provide for 12 month expected
credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit
risk.
34 C. Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital and other equity. The
Company''s primary capital management objectives are to ensure its liability to continue as a going concern and to
optimize the cost of capital in order to enhance value to shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust
the capital structure, the Company may pay dividend or repay debts, raise new debt or issue new shares. The Company
monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. No major changes were
made in the objectives, policies or processes for managing capital during the year ended 31st March, 2026 and 31st
March, 2025 respectively. The Company includes within net debt, interest bearing loans and borrowings, less cash and
cash equivalents.
36. Dues to micro and small enterprises:
Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came in to force from 2nd October,
2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the
information and records available with management, outstanding dues to the Micro and Small enterprises as defined in the
MSMED Act, 2006 are disclosed as below.
37. Corporate Social responsibility:
As per section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the
Company. Additionally, a CSR Trust - "The Rekha Halder Foundationâ has been created on the 31st day of the year ended
March 2026, to carry out CSR activities planned by the CSR Committee. The funds are utilized on the activities which are
specified in Schedule VII of the Companies Act, 2013. The utilization is done by way of contribution towards various activities.
38. Compliance with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
The company has used an accounting software system for maintaining its books of account for the financial year ended
31st March, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the software system except that the audit trail feature was not enabled by
the Holding Company at the database level to log any direct data changes, including changes to posted tables and in
the books of the subsidiaries, the audit trail feature was not operative throughout the year for all relevant transactions
recorded in the software at the application level. Additionally, the audit trail that was enabled and operated for the year
ended 31st March, 2025 has been preserved by the Company as per the statutory requirements for record retention.
The Company has designed and deployed alternate mitigating controls for direct data changes at database level to mitigate
the risks involved and comply with the MCA notification.
39. Capital advance
The Company has acquired a commercial office measuring 2062 sq ft carpet area at Mumbai in the auction held on 10th
September 2024 under Enforcement of Security Interest Act, 2002 and accordingly a sale certificate was issued and the
possession and custody of the property was handed over by the seller.
However, due to an ongoing litigation in respect of the aforesaid property which has impacted peaceful possession and
custody of the property, the completion of transfer of title to the asset in the name of the Company and its registration with
the statutory authorities has not been completed as at 31st March, 2026. The total amount paid on such acquisition along
with other directly attributable expenses being Rs. 608.00 lakhs has been accounted for as capital advance.
40. Proposed Dividend
The Board of Directors has not proposed any dividend on equity shares for the financial year ended 31st March 2026. The
Company approved final dividend of Rs. 1 each on equity shares for the financial year ended 31st March 2025 which was
paid during the current year, except dividend on 1,33,840 shares whose demat details were not available at the time of
payment.
43. Additional disclosures/regulatory information as required by Schedule III to the Companies Act, 2013
(a) At the balance sheet date, there is no unutilised amounts in respect of any issue of securities and long term borrowings
from banks and financial institutions. The borrowed funds have been utilised for the specific purpose for which the
funds were raised.
(b) The company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies
beyond the statutory period.
(c) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies
Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(d) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.
(e) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(f) The Company has not been declared wilful defaulter by any bank or financial institution or Government or any
Government authority.
(g) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any
other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company ("Ultimate Beneficiariesâ); or
ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(h) The Company has not received any funds from any person(s) or entity(ies), including foreign entities ("Funding
Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall:
i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Parties ("Ultimate Beneficiariesâ); or
ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) The Company has performed the assessment to identify transactions with struck-off companies as at 31st March 2026
and identified no company with any transactions.
(j) 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).
44. Title deeds of Immovable Properties not held in name of the Company :
Title of immovable properties having Gross Block of Rs.488.09 lakhs (March 31, 2025: Rs. 488.09 lakhs) and Net Block of
Rs.405.42 lakhs (March 31,2025: Rs. 405.42 lakhs) is yet to be transferred in the name of the Company.
# The borrowings were sanctioned by banks in the name of Transferor Companies that were amalgamated pursuant to
the Scheme of Amalgamation approved by the Hon''ble National Company Law Tribunal (NCLT) on 12th November,
2024, are in the process of being transferred in the name of the Transferee Company at the end of the year.
(a) The term loan is secured by way of exclusive charge by hypothecation on all the machineries and other movable fixed
assets pertaining to unit II financed by the bank. Loan is secured by collateral security of first pari-passu charge on the
entire 3.69 acres of land in the name of the Company (pertaining to unit I) at PS.-Sainthia, Dist-Birbhum, under area of
Ahmedpur Gram Panchayat, and 3.99 acres of land in the name of the Company (pertaining to unit II) at PS.-Sainthia,
Dist-Birbhum, under area of Ahmedpur Gram Panchayat & buildings, sheds, and other civil structures, pertaining to Unit I
& Unit II along with working capital limits of BOB and Axis Bank. The first charge is shared on pari-passu basis for the term
loan of BOB and working capital limits of BOB and Axis Bank. The second charge is on plant and machinery pertaining to
unit II and current assets of the company, both present and future shared on pari-passu basis along with working capital
limit. Loan is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr.Keshab Kumar Halder,
Mr.Prabhat Kumar Haldar and Mrs.Poulomi Halder.
(b) The term loan is secured by first pari passu charge on equitable mortgage of all that leasehold land (of which transfer
of lease in the name of the Company is yet to be completed) measuring 20.89 acres in PS.Bhabanipur, J.L.No 149 under
Mouza - Debhog, District-Purba Mednipore together with all plant structures standing thereon admeasuring 84,644
sq ft in the said property. Loan is also secured by Corporate Guarantee of the Company and its subsidiaries viz.Intellect
Buildcon Private Limited, Prakruti Commosale Private Limited and Halder Greenfuel Industries Limited and Personal
Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Haldar, Mrs. Poulomi Halder and Mr. Koustuv Halder.
(c) The term loan is secured by pari passu first charge on land and building/ plant and machinery with Union bank of India
and Bandhan Bank on reciprocal basis of the property that includes all that piece and parcel of land being measuring
about 20.89 Acres together with all plant Structures tools and machineries standing thereon admeasuring 84,644 Sq.ft.,
in the said property and all other movable assets lying and situated at Mouza Debhog, J.L No. 149, comprised in Dag nos.
628 P 629 P 630 P 631,632, 633 P 639/3677 P 639/3678 P 813 P 815 P 819 P 820 P 821 P 822 P 823 P 824, 825, 826, 827
P 829 P 1629 P 1630, 1631 P, 1632 P, 1634 P 1636 P 1662 P 1663 P 1664 P 1665 P 1666, 1667 P 1668, 1669, 1670 P, 1671
P 1672, 1673, 1674 P 1675 P 1692 P 1693 P & 1694 P; PS. -Bhabanipur (formerly Sutahata), District - Purba Mednipore.
The working capital limit is secured by pari passu first charge on current assets on a reciprocal basis
with lender banks Union Bank of India and Bandhan Bank (solely pertaining to the Haldia Project).
The term loan and working capital limit are also secured by personal guarantees from Mr. Keshab Kumar Halder, Mr.
Prabhat Kumar Haldar, Mrs. Poulomi Halder, and Mr. Koustuv Halder and by corporate guarantees from Intellect Buildcon
Private Limited, Prakruti Commosale Private Limited and Halder Greenfuel Industries Private Limited.
(d) The term loan and working capital limit is secured by first pari-passu charge on the entire current assets of the company
both present and future and first pari-passu charge on hypothecation of the entire movable fixed assets of the company
both present and future ( other than motor vehicles, if any). Limit is secured by collateral security of first pari-passu
charge on land and building of the factory situated at Mouza- Siur. JL No. 129, LR Khatian NO-279, under Bhorkune
Gram Panchayat, first pari-passu charge on land and residential building at Mouza-Nalhati, PO.-Nalhati, PS.-Nalhati, Dist-
Birbhum located at JL NO-53, Kh No-1347, Dag No-2459, Area 11.57 satak holding no-29/A on ward no.02 in the name
of Mr. Prabhat Kumar Haldar. Limit is also secured by Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar
Haldar and Mrs. Poulomi Halder.
(e) The working capital limit is secured by 1st Pari Passu charge on land and building, Plant & Machinery with Union Bank of
India and State Bank of India on reciprocal basis of the property that includes all that piece and parcel of land measuring
about 20.89 Acres together with all plant structures oils & machineries standing thereon admeasuring 84,644 sq. ft., in
the said property and all other movable assets lying and situated at Mouza Debhog, JL No 149 comprised in Dag nos.
628 P, 629 P, 630 P 631,632,633 P 639/3677P, 639/3678 P 813 P 815 P 819 P 820 P 821 P 822 P 823 P 824,825, 826, 827 P
829 P 1629 P 1630 1631 P 1632 P, 1634 P, 1636 P, 1662 P, 1663 P, 1664 P, 1665 P, 1666, 1667 P, 1668, 1669, 1670 P 1671 P
1672, 1673, 1674 P, 1675 P, 1692 P, 1693 P & 1694 P; PS-Bhabanipur (formerly Sutahata), District-Purba Medinipore.
The working capital limit are also secured with a personal guarantee from Mr. Keshab Kumar Halder, Mr. Prabhat Kumar
Haldar, Mrs. Poulomi Halder, and Mr. Koustuv Halder and also corporate guarantee from Intellect Buildcon Private
Limited, Prakruti Commosale Private Limited, Halder Greenfuel Industries Private Limited.
(f) The working capital limit is secured by first pari passu charge over the entire current assets of the company both present
and future along with other working capital lenders i.e, Axis Bank Limited, Union Bank of India and ICICI Bank Limited is
secured by collateral security of first pari passu charge on land and building of the factory, area 1243 decimal situated
at Mouza - Siuri, Plot No. 1,3,4,5,21,29,32 JL No. 129, L R khatian No. 279 under Bhurkona Gram Panchayat along with
working capital lenders i.e, Axis Bank Limited, Union Bank of India and ICICI Bank Limited, first pari passu charge on land
and building and the residential property area- 11.57 decimal at mouza - Nalhati, PO and PS - Nalhati, Dist. - Birbhum,
JL No. 53, LR khatian No. 7108, Dag No. 2549, Area -11.57 Shatak, at Nalhati on ward No. 2, Birbhum in the name of Mr
Prabhat Kumar Haldar along with working capital lenders i.e, Axis Bank Limited, Union Bank of India and ICICI Bank
Limited, first pari passu charge on the entire plant and machinery of unit I along with Axis Bank Limited, Union Bank
of India and ICICI Bank Limited is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr.
Keshab Kumar Halder, Mr. Prabhat Kumar Haldar and Mrs. Poulomi Halder.
(g) The working capital limit is secured by immovable fixed assets 6th floor room no 626 ,10th floor room no 1012 Strand
Road, Diamond Heritage building, Kolkata, West Bengal, India, 700001), Flat No A & B (1AB) Ballygaunge, Gurusaday Road,
Kolkata- 700019 and also secured by collateral security of first pari passu charge on land and building of the factory, area
1113.5 decimal situated at Birbhum, Sainthia, Gram Panchayat, Ahmedpur, Ishwar, JL No: 155, Pin Code: 731201 ,Plot No.
384,386,748, 759,762 to 772,780,781,782, 785,786, 787, 788, 371 to 379,381 to 387, 390, 675,344/1402,674/1410, 390/1454,
390/1455, 390/1456, 388/1457, 390/1458, 390/1459 and L R Plot No. 1,3,4,5,20,21,27,29,32 in Bhurkona, Gram Panchayat,
Birbhum,West Bengal, 731102 and also 20.42 acre ofsemi commercial land having JL No: 130, LR-930 situated in NH 60 village
Siur, PO Mohubana, PS SA DAIPUR, CHOWKI @ AD SRO- Siuri, Bhorkune Gram Panchayat, Birbhum West Bengal, 731102.
The working capital limit are also secured with a personal guarantee from Mr. Keshab Kumar Halder, Mr. Prabhat Kumar
Haldar, Mrs. Poulomi Halder.
(h) The working capital limit is secured by first pari-passu charge on the entire current assets of the company both present
and future and first pari-passu charge on hypothecation of the entire movable fixed assets of the company both present
and future ( other than motor vehicles, if any). Limit is secured by collateral security of first pari-passu charge on equitable
mortgage of property located at Holding No. 29/A, Netaji Subhas Road, PO & PS Nalhati, Dist. Birbhum, West Bengal 731
220, in the name of Mr. Prabhat Kumar Haldar, first pari passu charge on equitable mortgage of property located at NH
60, Vill: Siur, PO Mohubona, PS Sadaipur, Chowkita ADSRO Suiri, Dist. Birbhum, West Bengal 731 102 under Bhorkune
Gram Panchayat having Plot No 1,3,4,21 and 29 Old Khatian No. 42, 69, 101,277, New Khatian No. 279, Mouza Siur, JL No
129, in the name of the Company, first pari-passu charge on hypothecation of plant & machinery of the Company both
present and future.. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr.Keshab
Kumar Halder and Mrs.Poulomi Halder.
(i) The working capital limit is secured by exclusive charge by hypothecation of all type stock including raw material, W.l.P,
finished goods, packing material, stock in transit including all other current assets with book debts both present and
future. Limit is secured by collateral security of exclusive equitable mortgage of all that piece and parcel of land with all
structures & sheds (Factory Land & Building) constructed on the land area admeasured total 211.00 decimals more or
less, appertaining to L.R. Khatian No.878, pertaining to Twenty L.R Dag No. 748, 759, 762, 763,764, 765, 766, 767, 768, 769,
770, 771,772, 780, 781,782, 785, 786, 787 & 788 of Village/Mouza -lshwarpur, J.L No.155, PS Sainthia, Dist-Birbhum, under
area of Ahmedpur Gram Panchayat, exclusive hypothecation on entire plant & machineries with all other fixed asset
(other than financed by other Bank/FIs) of company both present & future. Loan is also secured by Corporate Guarantee
of the Company and Personal Guarantee of Mr. Keshab Kumar Halder and Mr.Prabhat Kumar Haldar.
(j) The working capital limit is secured by first pari-passu charge by way of hypothecation on the entire current assets
including raw materials, WlP, finished goods, stock in process, book debts, advance to suppliers, and other movables
present and future stores and /or to be stored in factory & godown along with working capital lenders. Limit is secured
by collateral security of first pari-passu charge on entire 3.69 acres of the land along with building, sheds and other civil
structures pertaining to unit I situated at JL No 15 5, LR Khatian No 922, Mouza - Ishwarpur, PS - Sainthia, Dist. -Birbhum
under Ahmadpur Gram Panchayet, Pin 731201 along with working capital lenders & term loan lender i.e Bank of Baroda,
first pari-passu charge on entire 3.99 acres of land in the name of company along with buildings, shed and other civil
structures pertaining to Unit ll (excluding Plant and machinery financed by BOB) situated at JL NO I55, LR Khatian No
922, Mouza - lshwarPur, PS - Sainthia, Dist - Birbhum under Ahmadpur Gram Panchayet, Pin 731201 along with working
capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on entire plant and machineries pertaining
to existing unit-l along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on
cash collateral along with working capital lenders, second pari-passu charge on the entire plant and machinery of
unit II along with working capital lenders. Limit is also secured by Corporate Guarantee of the Company and Personal
Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Haldar and Mrs. Poulomi Halder.
47. There were no significant adjusting events after end of the reporting period which require any adjustment or
disclosure, except as disclosed in these financial statements.
48. During the year, the Ministry of Corporate Affairs ("MCAâ) has notified amendments to the existing standards Ind
AS 1 - "Presentation of Financial Statementsâ relating to classification of liabilities as current or non-current subject
to covenants, Ind AS 12 - "Income Taxesâ relating to international tax reforms - Pillar Two Model Rules, Ind AS 21 -
"The Effects of Changes in Foreign Exchange Ratesâ, Ind AS 107 - "Financial Instruments: Disclosuresâ and Ind AS 7
- "Statement of Cash Flowsâ relating to disclosure of supplier financing arrangements, applicable from April 1,2025.
The Company has evaluated the impact of these amendments, and all applicable provisions have been adhered to in
these financial statements.
49. As per Ind AS 108 -"Operating Segmentâ, segment information has been provided under the notes to the consolidated
financial statements.
50. Previous year''s figures have been reclassified or rearranged wherever necessary, to align it to current year''s presentation.
(b) Rights, preference and restrictions attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share. The dividend, if proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive residual assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by each shareholder.
Note: The shares of the Company are held by two entities viz Intellect Buildcon Private Limited and Prakruti Commosale Private Limited, being 280,270 number of shares equivalent to 6.76% holding. Such shares were allotted pursuant to composite scheme of arrangement sanctioned by Hon''ble National Company Law Tribunal (NCLT) vide order dated 13th November, 2024. This holding is in contravention to the provisions of Section 19 of Companies Act, 2013 (as amended). The Company is in the process of determining the appropriate course of action regarding such shares which, upon finalization, may result in change in issued shared capital and earnings per share.
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 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.
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(All amounts in Rs. Lakhs, unless stated otherwise) 29. Commitments and contingencies |
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As at 31st March, 2025 |
As at 31st March, 2024 (Restated) |
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A. Capital commitments |
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Estimated amount of contracts remaining to be executed on capital account and not provided for [net of advances Rs.Nil (31st March, 2024 (Restated) - Rs. 571 lakhs)] |
5,124.41 |
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B. Contingent liabilities |
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Bank guarantees |
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The Company has given bank guarantees details of which are as below: |
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In favour of various parties against various contracts |
497.14 |
231.51 |
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The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required. |
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Claims against the Company not acknowledged as debt |
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Demand for income tax matters |
719.62 |
719.62 |
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Future cash outflows in respect of the above matters are determinable only on receipt of judgments/decisions pending at various forum/authority. Based on the legal opinions taken by the company, the management believes that the company has a good chance of success in above mentioned matters and hence no provision is considered necessary. |
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30. Employee benefits
A. Post employment defined contribution plans Provident fund and pension fund
The Company provides provident fund and pension fund benefits for eligible employees as per applicable regulations wherein both employees and the Company make monthly contributions at a specified percentage of the eligible employee''s salary. Contributions under such schemes are made to regulatory authority. Such provident fund and pension fund benefit is classified as defined contribution scheme as the Company does not carry any further obligations, apart from the contribution made on a monthly basis which is recognised as expense in the Statement of Profit and Loss, as indicated below:
B. Post employment defined benefit plan Gratuity plan (unfunded)
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees as per The Payment of Gratuity Act, 1972. Liability for gratuity has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Indian Accounting Standard 19 the details of which are as hereunder:
Significant actuarial assumptions for the determination of the define benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis have determind based on reasonably possible changes of the assumptions occuring at the end of the reporting period, while holding all other assumptions constant In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the project unit credit method at the end of reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the Balance Sheet.
VII. Risk analysis
(i) Longevity risk / Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.
(ii) Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
# The remuneration of key management personnel is determined by the Nomination and Remuneration Committee having regard to the performance of individuals and market trends. Key management personnel and close family members of key management personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 - ''Employee Benefits'' in the financial statements. The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel. As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to key management personnel and close family members of key management personnel is not ascertainable and therefore not included above.
## The term of Mr. Keshab Kumar Halder, Managing Director of the Company ended on 31st March 2025 and hence he was recommended for appointment as the Managing Director in the Board Meeting held on 14th February 2025 w.e.f 1st April 2025 for a term of 5 years subject to the approval of the Shareholders in the ensuing General Meeting.
Terms and conditions of transactions with related parties
The Company routinely enters into transactions with these related parties in the ordinary course of business at market
rates and terms. The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions with third parties. Outstanding balances at the year-end are unsecured and settlement occurs through normal banking channels.
Advances paid to key management personnel are short term in nature and primarily includes advances for travel for business purposes.
During the year ended 31st March, 2025 and 31st March, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
32 A. Fair value measurement
The following table provides the fair value hierarchy of the Company''s assets and liabilities:
(b) Fair value measurements
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in an orderly transaction in the principal (or most advantageous) market at measurement date under the current market condition regardless of whether that price is directly observable or estimated using other valuation techniques.
The Company has established the following fair value hierarchy that categorizes the values into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market (for example derivative instruments) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. For example, the forward contracts is valued based on Mark to Market statements from banks.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31,2025 and March 31,2024.
The management assessed that cash and cash equivalents, other bank balances, trade receivables, loans, trade payables, borrowings and other financial assets and liabilities (except derivative instruments) approximate their carrying amounts largely due to the short-term maturities of these instruments. Derivative instruments are measured at fair value at the end of each reporting period.
32 B. Financial risk management objectives and policies Risk management framework
The Company''s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets, other than derivatives include trade and other receivables, loans and cash and cash equivalents that derive directly from its operations.
The Company''s activities expose it to market risk, liquidity risk and credit risk. The Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses derivative financial instruments, such as foreign exchange forward contracts, foreign currency option contracts, principal only swaps, cross currency swaps that are entered to hedge foreign currency risk exposure, interest rate swaps, coupon only swaps to hedge variable interest rate exposure and commodity fixed price swaps to hedge commodity price risks. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
The Corporate Treasury team updates the Audit Committee on a quarterly basis about the implementation of the above policies. It also updates the Risk Management Committee of the Company on periodical basis about the various risks to the business and status of various activities planned to mitigate the risks.
(a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to different types of market risks. The market risk is the possibility that changes in foreign currency exchange rates, interest rates and commodity prices may affect the value of the Company''s financial assets, liabilities or expected future cash flows.The fair value information presented below is based on the information available with the management as of the reporting date.
(a.1) Foreign currency exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee.
The following analysis is based on the gross exposure as at the reporting date which could affect the statement of profit and loss. The exposure is mitigated by some of the derivative contracts entered by the Company as disclosed under the section on "Derivative financial instrumentsâ
Derivative financial instruments
The Company uses foreign exchange forward, future and option contracts to hedge its exposures in foreign currency arising from firm commitments and highly probable forecast transactions. The proportion of forecast transactions that are to be hedged is decided based on the size of the forecast transaction and market conditions. As the counterparty for such transactions are highly rated banks or recognised exchange(s), the risk of their non-performance is considered to be insignificant. Such derivatives are not designated under hedge accounting and changes in the fair value of such hedges are recognised in the Statement of Profit and Loss. Forward exchange contracts that were outstanding on respective reporting dates are given below:
(a.2) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company''s cash flows as well as costs. The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company''s interest rate exposure is mainly related to debt obligations. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The financial assets which are bank fixed deposits are at a fixed rate of interest.
The exposure of the Company''s financial assets and financial liabilities as at 31st March, 2025 and 31st March, 2024 to interest rate risk is as follows
(a.3) Commodity price risk
The Company''s revenue is exposed to the risk of price fluctuations related to the sale of its products. Market forces generally determine prices for such products sold by the Company. These prices may be influenced by factors such as supply and demand, production costs (including the costs of raw material inputs) and global and regional economic conditions and growth. Adverse changes in any of these factors may reduce the revenue that the Company earns from the sale of products.
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture and trading of rice, palmolein oil, crude soyabean oil and refined soyabean oil and therefore require a continuous supply of paddy, palmolein oil, crude soyabean oil and refined soyabean oil being the major input used in the manufacturing and trading. To mitigate the risk of supply and price fluctuations, domestic and overseas sources are bench-marked to optimize the allocation of business share among various sources. The Company mitigated the risk of price volatility by entering long term and short term contracts for the purchase of these commodities based on estimated annual requirements.
The Company does not have any commodity forward contract for Commodity hedging.
The following table details the Company''s sensitivity to a 5% movement in the movement in the price of paddy, palmolein oil, crude soyabean oil and refined soyabean oil. The sensitivity analysis includes only 5% change in commodity prices for quantity puchased during the year, with all other variables held constant. A positive number below indicates an increase in profit or equity where the commodity prices decrease by 5%. For a 5% increase in commodity prices, there would be a comparable impact on profit or equity, and the balances below are negative.
(b) 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, 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.
The tables below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant:
If the interest rates applicable to floating rate instruments are increased/decreased by 1%, the profit before tax for the year ended 31st March, 2025 would decrease/ (increase) by Rs. 267.47 Lakhs (31st March, 2024 : Rs 212.26 lakhs) on an annualised basis. This assumes that the changes in the amount of floating rate debt during the year from that in place as at beginning to as at year end has followed an uniform pattern.
(c) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, and other financial instruments, as applicable.
Trade receivables
Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures and control relating to customer credit risk management. The average credit period on sales of products is less than 90 days. The concentration of credit risk is limited due to the fact that the customer base is large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis.
In respect of external trade receivables, the Company measures the loss allowance at an amount equal to lifetime expected credit losses using a simplified approach. Based on evaluation of historical credit loss experience, management considers an insignificant probability of default in respect of receivables which are less than one year overdue. Receivables which are more than one year overdue are analysed individually and allowance for expected credit loss is recognised accordingly. Receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
32 C. Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital and other equity. The Company''s primary capital management objectives are to ensure its liability to continue as a going concern and to optimize the cost of capital in order to enhance value to shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the Company may pay dividend or repay debts, raise new debt or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2025 and 31st March, 2024 respectively. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.
Cash and cash equivalents, other bank balances and derivative financial instruments
Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and derivative financial instruments is evaluated as very low.
Loans and other financial assets measured at amortised cost
Loans (comprising loan to employees) and other financial assets are considered to have low credit risk since there is a low risk of default by the counterparties owing to their strong capacity to meet contractual cash flow obligations in the near term. Credit risk is evaluated based on the Company''s knowledge of the credit worthiness of those parties and loss allowance is measured. For such financial assets, the Company policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.
34. Segment Reporting:
The segment reporting of the Company has been prepared in accordance with Ind AS-108, "Operating Segmentâ (specified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provisions of the Act). For management purposes, the Company is organized into business units based on its products and services and has two reportable segments as follows:
a) Operating segments
Rice : Parboiled rice, puffed rice, rice bran, rice husk, rice husk ash, broken rice and rejection rice
Edible Oil : Crude Rice Bran Oil, De-Oiled Rice Bran, Refined Rice Bran Oil, Crude Soyabean Oil, Refined Soyabean Oil, Refined Sunflower Oil, Palmolein Oil, Mustard Oil, Rice Bran Wax, Gums, Spent Earth, Fatty Acid, Stearin, Acid Oil and Rice Lecithin.
b) Identification of segments
Operating segments have been identified on the basis of the nature of product / services and have been identified as per the quantitative criteria specified in the Ind AS. The CODM monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
c) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "unallocableâ
d) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets, borrowings and other assets and liabilities that can not be allocated to a segment on reasonable basis have been disclosed as "unallocableâ
(a) Income on financial assets and costs on financial liabilities are not allocated to individual segments as the underlying instruments are managed at company level.
(b) Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed at company level.
(c) Capital expenditure consists of additions of property, plant and equipment, capital work in progress and intangible assets.
35. Business Combination
The Board of Directors of the Company in its meeting held on July 20, 2022, had approved the composite scheme of arrangement (the Scheme), amongst the Company viz Halder Venture Limited ("HVL") ("Transferee Companyâ) and entities under common control of the Transferee Company viz. P.K.Agri Link Private Limited ("PKAL") Shri Jatadhari Rice Mill Private Limited ("SJRM"), PK.Cereals Private Limited ("PKC"), JDM Commercial Private Limited ("JDM") and Reliable Advertising Private Limited ("RAPL") ("Transferor Companies"), in terms of Section 230-232 and other applicable provisions of Companies Act, 2013. The Scheme inter alia provides for the amalgamation of such entities under common control of the Company with the Company and as consideration, issue equity shares of the Company to all the shareholders of PKAL, SJRM, PKC and RAPL (other than to itself) in accordance with the Share Exchange Ratio mentioned in the Scheme.
The aforesaid Scheme was sanctioned by Hon''ble National Company Law Tribunal (NCLT) Kolkata Bench vide order dated November 12, 2024. The Scheme has become effective from January 01,2025 upon filing of the certified copy of the orders passed by NCLT with the relevant Registrar of Companies. Consequent to the amalgamation all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company. The Appointed Date of the Scheme is June 1,2022.
The amalgamation has been accounted in accordance with "Pooling of interest method" as laid down in Appendix C -''Business combinations of entities under common control'' of Ind AS 103 notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015. Accordingly the Company has taken over total assets of Rs.25,540.80 lakhs, total liability of Rs.14,907.17 lakhs and total reserves of Rs.11,402.89 lakhs from the transferor companies. The difference of consideration paid with net assets/ (liabilities) acquired from transferor companies being Rs.1,069.15 lakhs were transferred to Capital Reserve. The expenses for the business combination being Rs.33.19 lakhs has been recorded as Exceptional Items. Accordingly, comparatives have been restated to give effect of the amalgamation from the beginning of the previous year.
39. Dividend income
Consequent to the scheme coming into effect and in accordance with the Share Exchange ratio enshrined in the scheme, the Company has allotted its 9,85,345 equity shares of Rs. 10/- each (fully paid-up) to the equity shareholders of erstwhile PKAL, SJRM, PKC, and RAPL other than the Company as on the ''Record Date'' fixed for the said purpose, i.e., January 17, 2025.
36. Proposed Dividend
The Board of Directors of the Company have proposed a final dividend of Re.1 /- per fully paid-up Equity Share of Rs. 10/- each for the financial year ended 31st March, 2025 (31st March, 2024: Re. 1 /-). The proposed dividend is subject to the approval of shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
37. Dues to micro enterprises and small enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came in to force from 2nd October, 2006, certain disclosures are required to be made relating to micro, small and medium enterprises. On the basis of the information and records available with management, outstanding dues to the micro and small enterprises as defined in the MSMED Act, 2006 are disclosed as below.
The Company has accrued dividend income from a foreign subsidiary company i.e. Hal Exim Pte Limited Rs.2256.74 lakhs of which interim dividend in respect of financial year ended 31st July, 2025 declared on 31st December, 2024 being Rs.1688.24 lakhs is yet to be received as at 31st March, 2025. The Company is following up with its subsidiary for its earliest repatriation in compliance with local laws of the subsidiary''s country of incorporation i.e. Singapore.
40. Compliance with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
With effect from 1st April, 2023, the Ministry of Corporate Affairs (MCA) has made it mandatory for every company, which uses accounting software for maintaining its books of accounts, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company has implemented Microsoft Business Central Dynamics 365 Enterprise Resource Planning (ERP) software to maintain its books of accounts with effect from 1st April, 2024 which has a feature of recording audit trail facility and migrated its books of accounts to ERP from such date. The Company determined that implementation of the above notification to ensure enabling appropriate audit log at database level in aforesaid ERP from its date of implementation would lead to a severe system performance degradation thereby adversely impacting business operations and users, besides requiring significant additional storage and supporting infrastructure. Accordingly the audit trail feature was not enabled for direct database changes using certain access rights. In addition audit trail feature was not enabled throughout the year for purchase of raw materials, changes in inventories and purchase of stock-in-trade. Management is in the process of setting up an audit trail feature and its preservation for direct database changes and transactions referred to above in due course.
With a view to address the above challenges while ensuring compliance with the MCA notification and mitigate the risks involved therein, the Company has appropriately designed and implemented alternate mitigating controls over
direct changes at database level and transactions referred to above.Wherever audit trail is enabled, there were no instance of the audit trail feature being tampered with.
41. Capital advance
(a) The Company emerged as the successful bidder for acquisition of leasehold rights in land measuring 20.89 acres more or less along with construction thereon including all plant & machineries and all other moveable assets at Haldia Manufacturing Unit of K.S. Oil Limited (In liquidation) in the e-auction held on 2nd February 2024 and accordingly a Letter of Intent was issued by the Liquidator on 3rd February, 2024 for payment of sale consideration.
The Company paid an Earnest Money Deposit being Rs. 571.15 lakhs for participating in the e-auction which was adjusted with the sale consideration. The balance consideration of Rs. 5795.00 lakhs was paid on 28th March, 2025. Thereafter sale certificate was issued and the possession and custody of the property was handed over by the Liquidator.
As per the Sale Certificate, applicable taxes including GST on the assets portion of the sale consideration, stamp duty on the conveyance/leasehold rights value and other charges to be levied by Government of West Bengal for transfer of lease in the name of the Company would be separately payable by the Company. Pending finalization of lease deed which might impact commencement of lease, completion of transfer of lease in the name of the Company and its registration with the statutory authorities, the total amount paid on such acquisition along with other directly attributable expenses and borrowing cost being Rs. 6,429.61 lakhs has been transferred to Capital Advance.
Further, subsequent to the year end, an appeal has been filed by an aggrieved party with Hon''ble Supreme Court of India in respect of the aforesaid sale of property whereof the initial directive was status quo of the said property.
(b) The Company emerged as the highest bidder for acquisition of a commercial office measuring 2062 sq ft carpet area at Mumbai in the auction held on 10th September 2024 under Enforcement of Security Interest Act, 2002 and accordingly a sale certificate was issued and the possession and custody of the property was handed over by the seller.
Pending resolution of an ongoing litigation in respect of the aforesaid property which has impacted peaceful possession and custody of the property, the completion of transfer of title to the asset in the name of the Company and its registration with the statutory authorities, the total amount paid on such acquisition along with other directly attributable expenses being Rs. 612.21 lakhs has been transferred to Capital Advance.
@ Represents step-down subsidiaries of Hal Exim Pte Limited
# Represents subsidiary acquired w.e.f 1st June, 2022 pursuant to Scheme of Arrangement as detailed in Note 35.
44. Additional disclosures/regulatory information as required by Schedule III to the Companies Act, 2013
(a) At the Balance Sheet date, there is no unutilised amount in respect of any issue of securities and long term borrowings from banks and financial institutions. The borrowed funds have been utilised for the specific purpose for which the funds were raised.
(b) The company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
(c) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(d) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(e) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(f) The Company has not defaulted on loans payable and have not been declared wilful defaulter by any bank or financial
institution or Government or any Government authority.
(g) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiariesâ); or
ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(h) The Company has not received any funds from any person(s) or entity(ies), including foreign entities ("Funding
Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall:
i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiariesâ); or
ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) The Company has performed the assessment to identify transactions with struck-off companies as at 31st March, 2025 and identified no company with any transactions.
(j) The company have not 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).
45. Title deeds of Immovable Properties not held in name of the Company :
Title of immovable properties having Gross Block of Rs.488.09 lakhs (March 31,2024 (Restated) 488.09 lakhs) and Net Block of Rs.405.42 lakhs (March 31,2024 (Restated) 416.00 lakhs) is yet to be transferred in the name of the Company.
# The borrowings were sanctioned by banks in the name of Transferor Companies that were amalgamated pursuant to the Scheme of Amalgamation as detailed in note 35 are in the process of being transferred in the name of the Transferee Company at the end of the year.
(a) The term loan is secured by way of exclusive charge by hypothecation on all the machineries and other movable fixed assets pertaining to unit II financed by the bank. Loan is secured by collateral security of first pari-passu charge on the entire 3.69 accres of land in the name of the Company (pertaining to unit I) at P.S.-Sainthia, Dist-Birbhum, under area of Ahmedpur Gram Panchayat, and 3.99 acres of land in the name of the Company (pertaining to unit II) at P.S.-Sainthia, Dist-Birbhum, under area of Ahmedpur Gram Panchayat & buildings, sheds, and other civil structures, pertaining to Unit I & Unit II along with working capital limits of BOB and Axis Bank. The first charge is shared on pari-passu basis for the term loan of BOB and working capital limits of BOB and Axis Bank. The second charge is on plant and machinery pertaining to unit II and current assets of the company, both present and future shared on pari-passu basis along with working capital limit. Loan is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(b) The term loan is secured by first pari passu charge on equitable mortgage of all that leasehold land (of which transfer of lease in the name of the Company is yet to be completed) measuring 20.89 acres in P.S.Bhabanipur, J.L.No 149 under Mouza - Debhog, District-Purba Mednipore together with all plant structures standing thereon admeasuring 84,644 sq ft in the said property. Loan is also secured by Corporate Guarantee of the Company and its subsidiaries viz.Intellect Buildcon Private Limited, Prakruti Commosale Private Limited and Halder Greenfuel Industries Limited and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder, Mrs. Poulomi Halder and Mr. Koustuv Halder.
(c) The term loan and working capital limit is secured by first pari-passu charge on the entire current assets of the company both present and future and first pari-passu charge on hypothecation of the entire movable fixed assets of the company both present and future ( other than motor vehicles, if any). Limit is secured by collateral security of first pari-passu charge on land and building of the factory situated at Mouza- Siur. JL No. 129, LR Khatian NO-279, under Bhorkune Gram Panchayat, first pari-passu charge on land and residential building at Mouza-Nalhati, P.O.-Nalhati, P.S.-Nalhati,, Dist-Birbhum locoted at JL NO-53, Kh No-1347, Dag No-2459, Areo 11.57 satak holding no-29/A on ward no.02 in the name of Mr. Prabhat Kumar Halder. Limit is also secured by Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(d) The working capital limit is secured by first pari passu charge over the entire current assets of the company both present and future along with other working capital lenders i.e, Axis Bank, Union Bank and ICICI Bank. Limit is secured by collateral security of first pari passu charge on land and building of the factory, area 1243 decimal situated at Mouza - Siuri, Plot No. 1,3,4,5,21,29,32 JL No. 129, L R khatian no. 279 under Bhurkona Gram Panchayat along with working capital lenders i.e, Axis Bank, Union Bank and ICICI Bank, first pari passu charge on land and building and the residential property area- 11.57 decimal at mouza - Nalhati, P.O and P.S - Nalhati, Dist. - Birbhum, JL No 53, LR khatian No. 7108, Dag no. 2549, Area -11.57 Shatak, at Nalhati on ward No. 2, Birbhum in the name of Mr. Prabhat Kumar Halder along with working capital lenders i.e, Axis Bank, Union Bank and ICICI Bank, first pari passu charge on the entire plant and machinery of unit I along with Axis Bank, Union Bank and ICICI Bank. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(e) The working capital limit is secured by immovable fixed assets (6th floor, room no 626 and 10th floor, room no 1012, Strand Road, Diamond Heritage building, Kolkata, West Bengal, India, 700001) and by Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
(f) The working capital limit is secured by first pari-passu charge on the entire current assets of the company both present and future and first pari-passu charge on hypothecation of the entire movable fixed assets of the company both present and future ( other than motor vehicles, if any). Limit is secured by collateral security of first pari-passu charge on equitable mortgage of property located at Holding No. 29/A, Netaji Subhas Road, PO & PS Nalhati, Dist. Birbhum, West Bengal 731 220, in the name of Mr. Prabhat Kumar Halder, first pari passu charge on equitable mortgage of property located at NH 60, Vill: Siur, PO Mohubona, PS Sadaipur, Chowkita ADSRO Suiri, Dist. Birbhum, West Bengal 731 102 under Bhorkune Gram Panchayat having Plot No 1,3,4,21 and 29 Old Khatian No. 42, 69, 101,277, New Khatian No. 279, Mouza Siur, JL No 129, in the name of the Company, first pari-passu charge on hypothecation of plant & machinery of the Company both present and future.. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder and Mrs. Poulomi Halder.
(g) The working capital limit is secured by exclusive charge by hypothecation of all type stock including raw material, W.i.P, finished goods, packing material, stock in transit including all other current assets with book debts both present and future. Limit is secured by collateral security of exclusive equitable mortgage of all that piece and parcel of land with all structures & sheds (Factory Land & Building) constructed on the land area admeasured total 211.00 decimals more or less, appertaining to L.R. Khatian No.878, pertaining to Twenty L.R Dag No. 748, 759, 762, 763,764, 765, 766, 767, 768, 769, 770, 771, 772, 780, 781, 782, 785, 786, 787 & 788 of Village/Mouza -lshwarpur, J.L No.155, PS Sainthia, Dist-Birbhum, under area of Ahmedpur Gram Panchayat, exclusive hypothecation on entire plant & machineries with all other fixed asset (other than financed by other Bank/FIs) of company both present & future. Loan is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder and Mr. Prabhat Kumar Halder.
(h) The working capital limit is secured by first pari-passu charge by way of hypothecation on the entire current assets including raw materials, WlP, finished goods, stock in process, book debts, advance to suppliers, and other movables present and future stores and /or to be stored in factory & godown along with working capital lenders. Limit is secured by collateral security of first pari-passu charge on entire 3.69 acres of the land along with building, sheds and other civil structures pertaining to unit I situated at JL No 15 5, LR Khatian No 922, Mouza - lshwarpur, PS - Sainthia, Dist. -Birbhum under Ahmadpur Gram Panchayet, Pin 731201 along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on entire 3.99 acres of land in the name of company along with buildings, shed and other civil structures pertaining to Unit ll (excluding Plant and machinery financed by BOB) situated at JL NO I55, LR Khatian No 922, Mouza - lshwarPur, PS - Sainthia, Dist - Birbhum under Ahmadpur Gram Panchayet, Pin 731201 along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on entire plant and machineries pertaining to existing unit-l along with working capital lenders & term loan lender i.e Bank of Baroda, first pari-passu charge on cash collateral along with working capital lenders, second pari-passu charge on the entire plant and machinery of unit II along with working capital lenders. Limit is also secured by Corporate Guarantee of the Company and Personal Guarantee of Mr. Keshab Kumar Halder, Mr. Prabhat Kumar Halder and Mrs. Poulomi Halder.
48. There were no significant adjusting events after end of the reporting period which require any adjustment or disclosure.
49. Ministry of Corporate Affairs ("MCAâ) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March, 2025, MCA has not notified any new standard or amendments to the existing standards applicable to the Company.
50. Previous year''s figures have been reclassified wherever necessary, to align it to current year''s classification.
(b) Rights, preference and restrictions attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share. The dividend, if proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive residual assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by each shareholder.
demand and carry interest payable at monthly rests. Apart from securities mentioned above, working capital from a bank is secured by personal guarantee of Managing Director and a Director of the Company.
# Nature of security - Secured by first charge by way of hypothecation of all current assets of the Company on pari-passu basis. Further such loans from banks are also secured by charge on certain immovable properties of the Company, Director and fellow Subsidiaries Companies, namely PK. Agrilink Pvt. Ltd. and P.K. Cereal Pvt. Ltd. (to the extent of the valued of the property kept as mortgagae) subject to first charge in favour of banks created/to be created in respect of any existing/ future financial assistance/accommodation which has been/may be obtained by the Company. The loans are repayable on
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 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
In view of the absence of net profits (calculated in the manner as per the provisions of Section 198 of the Companies Act, 2013) over the last three financial years, provisions of Section 135 of the Companies Act, 2013 relating to spending for Corporate Social Responsibility are not applicable to the Company
26. Employee benefits A. Defined contribution plans
Providend fund and pension fund
The Company provides provident fund benefits for eligible employees as per applicable regulations wherein both employees and the Company make monthly contributions at a specified percentage of the eligible employee''s salary. Contributions under such schemes are made to regulatory authority. Such provident fund benefit is classified as defined contribution scheme as the Company does not carry any further obligations, apart from the contribution made on a monthly basis which is recognised as expense in the Statement of Profit and Loss, as indicated below:
The salary growth rate indicated above is the Company''s best estimate of an increase in salary of the employees in future years, determined considering the general trend in inflation, seniority,promotions, past experience and other relevant factors such as demand and supply in employment market, etc.
Significant actuarial assumptions for the determination of the define benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis have determind based on reasonably possible changes of the assumptions occuring at the end of the reporting period, while holding all other assumptions constant.
In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the project unit credit method at the end of reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.
VII. Risk analysis
(i) Longevity risk / Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.
(ii) Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
# Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 - ''Employee Benefits'' in the financial statements. The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel. As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to key management personnel is not ascertainable and therefore not included above.
Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions with third parties. Outstanding balances at the year-end are unsecured and settlement occurs through normal banking channels. For the year ended 31st March, 2024 and 31st March, 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
The Company routinely enters into transactions with these related parties in the ordinary course of business at market rates and terms.
Liquidity risk arises from the Company''s inability to meet its cash flow commitments on the due date. The Company has liquidity risk monitoring processes covering short-term, mid-term and long-term funding. Liquidity risk is managed through maintaining adequate amount of committed credit facilities and loan funds. Management regularly monitors projected and actual cash flow data, analyses the repayment schedules of the existing financial assets and liabilities and performs annual detailed budgeting procedures coupled with rolling cash flow forecasts.
28 B. Financial risk management objectives and policies Risk management framework
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.
The Company''s activities expose it to market risk, liquidity risk and credit risk which are measured, monitored and managed to abide by the principles of risk management.
(a) Credit risk
Credit risk refers to the risk of financial loss that may arise from counterparty failure on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.
The Company controls its own exposure to credit risk. All external customers undergo a creditworthiness check. The Company performs an on-going assessment and monitoring of the financial position and the risk of default. Based on the aforesaid checks, monitoring and historical data, the Company does not perceive any significant credit risk on trade receivables.
In addition, as part of its cash management and credit risk function, the Company regularly evaluates the creditworthiness of financial and banking institutions where it deposits cash and performs trade finance operations. The Company primarily has banking relationships with the public sector and private banks with good credit rating.
Trade Receivable aggregating Rs. 1,850.50 lakhs (31st March, 2023: Rs. 1,341.02 lakhs from three customers) from two customers , each contributes to more than 10% of outstanding trade receivables as at 31st March, 2024
The maximum exposure to the credit risk at the reporting date is the carrying value of all financial assets amounting to Rs. 2,278.06 lakhs (31st March, 2023 : Rs. 1,789.81 lakhs) as disclosed in note 28A(a). An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.
The details of year-end trade receivables which were past due but not impaired as at 31st March, 2024 and 31st March, 2023 is given in Note 8(i)
Credit risk from balances with banks is managed by the Company''s treasury department in accordance with the Company''s policy.
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. The Company is exposed to different types of market risks. The market risk is the possibility that changes in foreign currency exchange rates, interest rates and commodity prices may affect the value of the Company''s financial assets, liabilities or expected future cash flows.The fair value information presented below is based on the information available with the management as of the reporting date.
(c.1) Foreign currency exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee
A reasonably possible strengthening/weakening of the Indian Rupee against such foreign currency (converted to US Dollars) as at 31st March, 2024 and 31st March, 2023 would have affected profit and loss by the amounts shown below. This analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s short-term debt obligations with floating interest rates.
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company''s cash flows as well as costs. The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company''s interest rate exposure is mainly related to debt obligations.
capital using a gearing ratio, which is net debt divided by total capital plus net debt. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2024 and 31st March, 2023 respectively. The company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents as follows.
If the interest rates applicable to floating rate instruments is increased/decreased by 1%, the profit before tax for the year ended 31st March, 2024 would decrease/ (increase) by Rs. 44.66 Lakhs (31st March, 2023 : Rs 26.41 lakhs) on an annualised basis. This assumes that the amount of floating rate debt remains unchanged during the year from that in place as at year end.
(c.3) Commodity price risk
The Company''s revenue is exposed to the risk of price fluctuations related to the sale of its products (Rice and RBD palm oil). Market forces generally determine prices for such products sold by the Company.These prices may be influenced by factors such as supply and demand, production costs (including the costs of raw material inputs) and global and regional economic conditions and growth. Adverse changes in any of these factors may reduce the revenue that the Company earns from the sale of Rice and RBD palm oil products.
The Company purchases its stock in trade in the open market from third parties and from group companies. The Company is therefore subject to fluctuations in prices of Rice and RBD palm oil.
The Company does not have any commodity forward contract for Commodity hedging.
The following table details the Company''s sensitivity to a 5% movement in the movement in the price of Rice , Refine RBO and RBD palm oil. The sensitivity analysis includes only 5% change in commodity prices for quantity sold or consumed during the year, with all other variables held constant. A positive number below indicates an increase in profit or equity where the commodity prices decrease by 5%. For a 5% increase in commodity prices, there would be a comparable impact on profit or equity, and the balances below are negative.
For the purpose of the Company''s capital management, capital includes issued equity capital and other equity. The Company''s primary capital management objectives are to ensure its liability to continue as a going concern and to optimize the cost of capital in order to enhance value to shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the Company may pay dividend or repay debts, raise new debt or issue new shares. The Company monitors
30. Based on the Company''s internal structure and information reviewed by the Chief Operating Decision Maker to assesses the Company''s financial performance, the Company is engaged solely in the business of sale of various products of Parboiled rice, Puffed rice, Rice bran oil and De-Oiled rice bran, etc. Accordingly, the Company has only one operating segment, i.e., "Rice and Rice Bran Oil Productâ
31. The Board of Directors of the Company have recommended a final dividend of Re.1 /- per fully paid-up Equity Share of Rs. 10/- each for the financial year ended 31st March, 2024 (31st March, 2023: Re. 1 /-). The final dividend is subject to the approval of shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
# Debt equity ratio has increased due to increase in short term brrowing during the Financial Year 2023-24
## Debt service coverage ratio has decreased due to substantial increase in finance cost during Financial Year 2023-24 ### Return on equity ratio has increased due to increase in profit for the year 2023-24 after tax.
* Trade receivables turnover ratio and trade payables turnover ratio incresed due to increase in volume of the business and related trade receivable and trade payable
**Net capital turnover ratio decreased due to incresed in net sale and decreased in working capital.
*** Percentage of return on capital employed has been changed due to incresed in earning before interest and tax and short term loan fund.
33. Other Statutory Information
(i) The company do not have any Benami property, where any proceeding has initiated or pending against the company for holding any Benami property.
(ii) The company do not have any transaction with companies struck off.
(iii) The company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The company have not traded or invested in crypto currency or virtual currency during the financial year
(v) The company have not advanced or loaned or invested funds to any other person(s) or entity (ies), including foreign entites (intermediaries ) with the understanding that the intermediate shall:
(a) Directly or indirectly lend or invest in other person or entites indentified in any manner whatsoever by or on behalf of the company (ultimate Beneficiaries) or
(b) Provided any guarantee ,security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company have not received any fund from any person (s) or entity (ies) ,including foreign entities (Funding Party) with the understanding (whether recorded in directly or indirectly lend or invest in other persons or entities indentified 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,
(vii) The company have not 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.
34. The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.
35. Previous year''s figures have been regrouped/rearranged wherever necessary, to conform to current year''s presentation.
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