Mar 31, 2025
Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. The expense relating to a provision is
presented in the statement of profit and loss net
of any reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage of
time is recognised as a finance cost.
A disclosure for contingent liabilities is made
where there is a possible obligation or a
present obligation that may probably not
require an outflow of resources. When there
is a possible or a present obligation where
the likelihood of outflow of resources is
remote, no provision or disclosure is made.
(o) Employee benefits
Short-term employee benefits obligation
are measured on an undiscounted basis
and are expensed as the related service is
provided. A liability is recognised for the
amount expected to be paid e.g., under
short-term cash bonus, if the Company has
a present legal or constructive obligation to
pay this amount as a result of past service
provided by the employee, and the amount of
obligation can be estimated reliably.
The grant date fair value of equity settled
share based payment awards granted to
employees is recognised as an employee
expense, with a corresponding increase in
equity, over the period that the employees
unconditionally become entitled to the
awards. The amount recognised as expense
is based on the estimate of the number of
awards for which the related service and
non-market vesting conditions are expected
to be met, such that the amount ultimately
recognised as an expense is based on the
number of awards that do meet the related
service and non-market vesting conditions at
the vesting date.
A defined contribution plan is a post¬
employment benefit plan under which
an entity pays fixed contributions into
a separate entity and will have no legal
or constructive obligation to pay further
amounts. The Company makes specified
monthly contributions towards Government
administered provident fund scheme.
Obligations for contributions to defined
contribution plans are recognised as an
employee benefits expense in the statement
of profit and loss in the periods during
which the related services are rendered by
employees.
A defined benefit plan is a post-employment
benefit plan other than a defined contribution
plan. The Companyâs net obligation in
respect of defined benefit plans is calculated
separately for each plan by estimating the
amount of future benefit that employees
have earned in the current and prior periods,
discounting that amount and deducting the
fair value of any plan assets.
The calculation of defined benefit plan is
performed annually by a qualified actuary
using the projected unit credit method. When
the calculation results in a potential asset
for the Company, the recognised asset is
limited to the present value of economic
benefits available in the form of any future
refunds from the plan or reductions in future
contributions to the plan (''the asset ceilingâ).
In order to calculate the present value of
economic benefits, consideration is given to
any minimum funding requirements.
Remeasurements of the net defined benefit
liability, which comprise actuarial gains and
losses, the return on plan assets (excluding
interest) and the effect of the asset ceiling (if
any, excluding interest), are recognised in OCI.
The Company determines the net interest
expense (income) on the net defined benefit
liability (asset) for the period by applying the
discount rate used to measure the defined
benefit plan at the beginning of the annual
period to the then net defined benefit liability
(asset), taking into account any changes in
the net defined benefit liability (asset) during
the period as a result of contributions and
benefit payments. Net interest expense and
other expenses related to defined benefit
plans are recognised in profit or loss.
When the benefits of a plan are changed or
when a plan is curtailed, the resulting change
in benefit that relates to past service (''past
service costâ or ''past service gainâ) or the
gain or loss on curtailment is recognised
immediately in profit or loss. The Company
recognises gains and losses on the
settlement of a defined benefit plan when the
settlement occurs.
The employees can carry-forward a portion
of the unutilised accrued compensated
absences and utilise it in future service periods
or receive cash compensation on termination
of employment. Since the compensated
absences do not fall due wholly within twelve
months after the end of the period in which
the employees render the related service and
are also not expected to be utilised wholly
within twelve months after the end of such
period, the benefit is classified as a long-term
employee benefit. The Company records an
obligation for such compensated absences
in the period in which the employee renders
the services that increases this entitlement.
The obligation is measured on the basis of
independent actuarial obligation using the
projected unit credit method.
The Companyâs net obligation in respect
of long-term employee benefits other than
post-employment benefits is the amount of
future benefit that employees have earned
in return for their service in the current and
prior periods; that benefit is discounted to
determine its present value, and the fair
value of any related assets is deducted.
The obligation is measured on the basis of
an annual independent actuarial valuation
using the projected unit credit method.
Remeasurements gains or losses are
recognised in profit or loss in the period in
which they arise.
For the purpose of presentation in the statement
of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial
institutions, other short-term, highly liquid
investments with original maturities of three
months or less that are readily convertible to
known amounts of cash and which are subject to
an insignificant risk of changes in value.
(q) Cash flow statement
Cash flows are reported using indirect method,
whereby net profits before tax is adjusted for
the effects of transactions of a non-cash nature
and any deferrals or accruals of past or future
cash receipts or payments. The cash flows from
regular revenue generating (operating activities),
investing and financing activities of the Company
are segregated.
(r) New and amended standards
Ministry of Corporate Affairs ("MCA") notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.
During the year ended 31 March 2025, MCA has
notified the following standards or amendments
to the existing standards.
(i) Ind As 117 - Insurance Contracts
(i) Ind As 116 - Sale and leaseback
The amendments of the above standard are
not expected to have a material impact for the
Company.
(s) Standards notified but not yet effective
There are no standards that are notified and not
yet effective as on the date.
(t) Climate - related matters
The Company considers climate-related matters
in estimates and assumptions, where appropriate.
This assessment includes a wide range of possible
impacts on the Company due to both physical and
transition risks. Even though climate-related risks
might not currently have a significant impact on
measurement, the Company is closely monitoring
relevant changes and developments.
Refer accounting policy in note 3(d).
Impairment testing for cash generating unit containing goodwill
During the earlier years, the Company has acquired assets under a business transfer agreement from K C Dairy Products
Private Limited (""K C Dairy"") and allocated goodwill to K C Dairy which represents the lowest level within the Company at
which goodwill is monitored for internal management purposes. The carrying amount of goodwill as at 31 March 2025 is
INR 359.37 (31 March 2024: INR 359.37).
During the earlier years, the Company has acquired assets through slump purchase arrangement from Sri Krishna Milks
Private Limited (""SKM"") and allocated goodwill to SKM which represents the lowest level within the Company at which
goodwill is monitored for internal management purposes. The carrying amount of goodwill as at 31 March 2025 is
INR 74.00 (31 March 2024: INR 74.00).
As at 31 March 2025, Goodwill pertaining to both past business combinations were tested for impairment.
The key assumptions used in the estimation of the recoverable amount as set out below. The values assigned to the key
assumptions represent Management''s assessment of future trends in the relevant industry and have been based on
historical data from both internal and external sources.
The cash flow projections include specific estimates for five years and a terminal growth rate thereafter. The terminal
growth rate has been determined based on the management''s estimate of the long-term compound annual EBITDA
growth rate, consistent with the assumptions that a market participant would make.
Weighted average cost of capital % (WACC) = Risk free return (Market premium x Beta for the Company).
The Company has performed sensitivity analysis around the base assumptions and has concluded that no reasonable
change in key assumptions would result in the recoverable amount of the CGU to be less than the carrying value.
Accordingly, no impairment charges were recognised for the year ended 31 March 2025.
ii) The Company has not revalued any Intangible assets after initial recognition during the current and previous financial year.
iii) On transition to Ind AS (i.e. 01 April 2016), the Company has elected to continue with the carrying value of goodwill and all
other intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of Intangible
assets.
iv) There are no restrictions over the title of the Company''s intangible assets, nor are any intangible assets pledged as security
for liabilities.
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards provident fund and other funds which are defined contribution plans. The Company has no obligations
other than to make the specified contributions. The contributions of INR 88.47 (31 March 2024: INR 78.54) are charged to
the statement of profit and loss as they accrue (refer note 33).
(ii) Post retirement benefit - Defined benefit plans
The Company provides its employees with the benefits under a defined benefit plan, referred to as the "Gratuity Plan". The
Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half monthâs
salary for each year of completed service (service of six months and above is rounded off as one year) at the time of
retirement/exit, restricted to a sum of INR 2.00.
Sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit plan
as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The above sensitivity
analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to
occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
plan to significant actuarial assumptions the same method (present value of the defined benefit plan calculated with the
projected unit credit method at the end of the reporting year) has been applied as and when calculating the defined benefit
liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior
period.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
The Company makes annual contribution to the Life Insurance Corporation of India (LIC) of an amount advised by LIC.
The Company was not informed by LIC of the investments made by them or the breakup of the plan assets into various
type of investments.
e) Risk exposure
Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed
below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets
underperform this yield, this will create a deficit. The Companyâs plan assets are insurer managed funds and are subject
to less material risk.
Changes in bond yields: A decrease in bond yields will increase plan liabilities and the Company ensures that it has
enough reserves to fund the liability.
h) The weighted average duration of the defined benefit plan at the end of the year is 4 years (31 March 2024: 4 years).
(iii) Code on Social Security, 2020
The Code on Social Security, 2020 (''Codeâ) relating to employee benefits during employment and post employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India.
However, the date on which the Code will come into effect has not been notified and the final rules/interpretation
have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record
any related impact in the period the Code becomes effective.
* The Company has extended corporate guarantee to its wholly owned subsidiary, Orgafeed Private Limited amounting
to INR 300.00 for availing loan from banks for which balance outstanding as at year ended 31 March 2025 is INR 287.50
(31 March 2024: INR 300.00) in the books of the subsidiary.
(i) Purchase of raw material/cattlefeed are made from related parties on armâs length basis and in the ordinary course
of business. The Company mutually negotiates and agrees the prices and payment terms with the related parties
by benchmarking the same to transactions with non-related parties. These transactions generally include payment
terms of 30 to 120 days (31 March 2024: 30 to 120 days) from the date of invoice.
Trade payables outstanding balances are unsecured, interest free and require settlement in cash.
(ii) Sale of raw material are made to related parties on armâs length basis and in the ordinary course of business. The
Company mutually negotiates and agrees the prices and payment terms with the related parties by benchmarking
the same to transactions with non-related parties. These transactions generally include payment terms of 30 to 120
days (31 March 2024: 30 to 120 days) from the date of invoice.
Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or
other security has been received against these receivables. For the year ended 31 March 2025, the Company has not
recorded any impairment on receivables due from related parties (31 March 2024: Nil).
(iii) Rent paid to/received from related parties on armâs length basis and in the ordinary course of business. The Company
mutually negotiates and agrees the prices and payment terms with the related parties by benchmarking the same to
transactions with non-related parties.
(iv) Consultancy fee paid to/received from related parties on armâs length basis and in the ordinary course of business.
The Company mutually negotiates and agrees the prices and payment terms with the related parties by benchmarking
the same to transactions with non-related parties.
Accrued income outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or
other security has been received against these receivables. For the year ended 31 March 2025, the Company has not
recorded any impairment on receivables due from related parties (31 March 2024: Nil).
(v) Sitting fees paid to related parties on armâs length basis and in the ordinary course of business and is approved by
the Board of Directors.
(vi) Purchase of property, plant and equipment from related parties are on armâs length basis and in the ordinary course
of business.
(vii) The Company has given loan to its subsidiary for general business purposes. The loan has been utilised by the
subsidiary for the purpose it was obtained. The loan is unsecured, repayable in 32 equal quarterly instalments from
the date of disbursement and carries interest rates at the rate of 9% per annum. For the year ended 31 March 2025,
the Company has not recorded any impairment on loans due from the subsidiary (31 March 2024: Nil).
(viii) The Company has issued shares to its employees at fair value as on grant date as per the Plan.
(ix) The Company has made donations to its related party in line with the requirements of Section 135 of Companies Act, 2
2013. The expenditure has been approved by the CSR committee of the Company.
(x) The amounts disclosed in the table are the amounts recognised as an expense during the financial year related to
KMP The amounts do not include expense, if any, recognised toward post-employment benefits and other long¬
term benefits of key managerial personnel. Such expenses are measured based on an actuarial valuation done for
the Group as a whole. Hence, amounts attributable to KMPs are not separately determinable. Further, the amounts
disclosed above exclude interim dividend paid of INR. 3 per share held by KMP as at the record date.
Segment information has been presented in the Consolidated Financial Statements in accordance with Ind AS 108 notified
under the Companies (Indian Accounting Standards) Rules, 2015.
There are no Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as
defined under the Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
The carrying amount of the current financial assets and current financial liabilities are considered to be same as their fair
values, due to their short term nature.
(a) The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are determined
based on their quoted prices in active markets.
(b) The fair valuation of investments in debentures, bonds and commercial papers is INR 706.95.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions
were used to estimate the fair values:
1. The Company has not disclosed the fair values for trade receivables, cash and cash equivalents including other bank
balances, loans receivable, and other financial assets because the carrying amounts are a reasonable approximation
of the fair values.
2. Investment in mutual funds: Fair value of quoted mutual funds units is based on quoted market price at the reporting
date.
1. Lease liabilities: The fair values of the Companyâs lease liabilities are determined by discounting the future cashflows
at discount rate that reflects the incremental borrowing rate of the Company. The Company has not disclosed the fair
value because its carrying amount is a reasonable approximation of its fair value.
2. Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured
at carrying value, as most of them are settled within a short period and so their fair value are assumed to be almost
equal to the carrying values.
The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Companyâs
activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Companyâs primary focus is to
foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. A
summary of the risks have been given below.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Companyâs receivables from customers and loans given. Credit risk
arises from cash held with banks and financial institutions, as well as credit exposure to counterparties, including outstanding
accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective
of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the
counterparties, taking into account their financial position, past experience and other factors.
Credit risk is managed by Head of Sales of the Company. Usually, the business is carried on cash and carry basis. Credit is
provided after a background check and credit analysis.
The accounts receivable team along with sales team will evaluate all new customers to determine payment terms and methods
to be required, and what level of credit will be established. The accounts receivable team and sales team will also periodically
review and re-evaluate payment terms and credit lines of existing customers and to support new customer requirements, and
do manage risk as financial and business conditions change.
Majority of milk customers are un-registered and multi brand sellers. Billing transaction takes place on all of the 365 days in a
year. The credit allowed is monitored as per the approved limits.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and
other receivables. The default in collection as a percentage to total receivable is low. Refer below for the expected credit loss
for trade receivables.
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial
institutions with high credit ratings assigned by domestic credit rating agencies.
The Companyâs maximum exposure relating to financial guarantees is noted in Note 20 and the liquidity table below.
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 Companyâs approach to managing liquidity
is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
The Companyâs corporate treasury department is responsible for liquidity, funding as well as settlement management. In
addition, process and policies related to such risks are overseen by the senior management.
As of 31 March 2025 and 31 March 2024, the Company had unutilised credit limits from banks of INR 1,225.00 and INR 1,225.00
respectively. The returns/statements filed by the Company with such banks are in agreement with the books of accounts of the
Company for the year ended 31 March 2025.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2025 and
31 March 2024. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact
of netting agreements.
For the purpose of the Companyâs capital management, capital includes issued equity capital, securities premium and all
other equity reserves. The primary objective of the Companyâs capital management is to maintain a strong capital base to
ensure sustained growth in business and to maximise the shareholders value. The capital management focuses to maintain
an optimal structure that balances growth and maximises shareholder value.
The Company manages its capital to ensure that it maximises the return to stakeholders through the optimisation of the capital
structure. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company is
predominantly equity financed which is evident from the capital structure. Further the Company has always been positive on its
net cash position with cash and bank balances along with other treasury investments.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025
and 31 March 2024.
NOTE 47 No material foreseeable losses was incurred for any long-term contract including derivative contracts during the
current and previous financial year.
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the
Companyâs income or the value of its holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in
market interest rates. There are no borrowings in the financial statements. Hence, there is no concentration of interest rate risk.
The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables
held constant. The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and
liabilities.
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except
for direct changes to data made using certain access rights in the accounting software, where the audit trail feature is only
enabled from 03 March 2025 to 31 March 2025. Further no instance of audit trail feature being tampered with was noted in
respect of accounting software(s) where the audit trail has been enabled at the database level.
Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record
retention to the extent it was enabled and recorded in the respective years.
NOTE 531 OTHER STATUTORY INFORMATION 12
There are no proceeding initiated or pending against the Company as at 31 March 2025 and 31 March 2024, under
Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) during the current and previous financial
year.
B. Struck off companies
The Company does not have any transactions with companies struck off during current and previous financial year.
C. Registration of charges
The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC)
beyond the statutory period.
D. Crypto or virtual currency:
The Company has not traded in or invested in crypto or virtual currency during the current and previous financial year.
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999)
and the Companies Act, 2013 for the above transactions and the transactions are not violative of the Prevention of
Money-Laundering Act, 2002 (15 of 2003).
The Company does not have any such transaction which is not recorded in the books of account that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income Tax Act, 1961).
The Company is not declared a wilful defaulter by any bank or financial Institution or other lender.
There are no events after the reporting period till 19 May 2025 which require any adjustment or additional disclosure in the
financial statements.
As per our report of even date
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 101049W/E300004 CIN: L15209TG1995PLC020324
Partner Chairman Managing Director Chief Executive Officer
Membership number: 225333 DIN: 00520448 DIN: 00794889 Place: Hyderabad
Place: Hyderabad Place: Hyderabad
Chief Financial Officer Company Secretary
Place: Hyderabad Date: 19 May 2025 M. No. 213494 M. No. A31877
Date: 19 May 2025 Place: Hyderabad Place: Hyderabad
Mar 31, 2024
(i) Impairment
Refer accounting poLicy in note 3(d).
Impairment testing for cash generating unit containing goodwill
During the earlier years, the Company has acquired assets under a business transfer agreement from K C Dairy Products Private Limited (""K C Dairy"") and allocated goodwill to K C Dairy which represents the lowest level within the Company at which goodwill is monitored for internal management purposes. The carrying amount of goodwill as at 31 March 2024 is ^ 359.37 (31 March 2023: ^ 359.37).
During the previous year, the Company has acquired assets through slump purchase arrangement from Sri Krishna Milks Private Limited (""SKM"") and allocated goodwill to SKM which represents the Lowest Level within the Company at which goodwill is monitored for internal management purposes. The carrying amount of goodwill as at 31 March 2024 is ^ 74.00 (31 March 2023: ^ 74.00).
As at 31 March 2024, Goodwill pertaining to both business combinations were tested for impairment.
The key assumptions used in the estimation of the recoverable amount as set out below. The values assigned to the key assumptions represent Management''s assessment of future trends in the relevant industry and have been based on historical data from both internal and external sources.
The cash flow projections include specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate has been determined based on the management''s estimate of the Long-term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.
Weighted average cost of capital % (WACC) = Risk free return (Market premium x Beta for the Company).
The Company has performed sensitivity analysis around the base assumptions and has concluded that no reasonable change in key assumptions would result in the recoverable amount of the CGU to be Less than the carrying vaLue. AccordingLy, no impairment charges were recognised for the year ended 31 March 2024.
(ii) The Company has not revaLued any Intangible assets after initiaL recognition during the current and previous financiaL year.
(iii) On transition to Ind AS (i.e. 01 April 2016), the Company has eLected to continue with the carrying vaLue of goodwiLL and aLL other intangibLe assets measured as per the previous GAAP and use that carrying vaLue as the deemed cost of IntangibLe assets.
(iv) There are no restrictions over the titLe of the Company''s intangibLe assets, nor are any intangibLe assets pLedged as security for LiabiLities.
As at 31 March 2024, there were 54 cattle (31 March 2023: 122 cattle) as immatured biological assets and 119 cattle (31 March 2023: 173 cattle) as matured biological assets. During the current year, the Company has sold/ discarded 164 cattle (31 March 2023: 238 cattle).
The fair valuation of biological assets is classified as level 2 in the fair value hierarchy as they are determined based on the basis of the best available quote from the nearest market to the farm and on the basis of age of the calves, cows and heifers.
* Pursuant to incorporation of a subsidiary Orgafeed Private Limited in the earlier years, the Board has approved an unsecured loan to Orgafeed Private Limited, carrying an interest rate of 9% p.a. As per the agreement, repayment of the loan had commenced from the financial year 2020-21 and is repayable in next 31 equal quarterly installments. The loan was given for general business purposes. During the year, the Board has approved a fresh unsecured loan to Orgafeed Private Limited, carrying an interest rate of 9% p.a. As per the agreement, repayment of the loan will commence from the financial year 2024-25 and will be repayable in next 32 equal quarterly installments. The loan was given for general business purposes.
The Company''s exposure to credit risks and loss allowances related to trade receivables are disclosed in note 45. There were no unbilled receivables as at 31 March 2024 and as at 31 March 2023.
There are no debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member.
Trade receivables are non-interest bearing and are generally are in terms of 0 to 30 days
There are no unbilled receivables as at 31 March 2024 and 31 March 2023, hence the same is not disclosed in the ageing schedule.
*Represents margin money deposits against bank guarantees amounting to ^ 0.48 (31 March 2023 : ^ 0.41)
Short-term deposits are made for varying periods of between one day and eleven months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.
At 31 March 2024, the Company had available ^ 1,225.00 (31 March 2023: ^ 1,225.00 ) of undrawn committed borrowing facilities.
Rights, preferences and restrictions attached to equity shares:
The Company has only one class of equity shares having a face value of T 10/- each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(f) Du ring the five years immediately preceding the balance sheet date, no shares have been bought back, issued for consideration other than cash and no bonus shares have been issued other than the issuance of 52,397,168 equity shares of T 10 each, fully paid-up as bonus shares on 17 July 2018 in the ratio of 16:1 (sixteen equity shares of T 10 each for every one equity share of T 10 each held in the Company as on the record date i.e. 05 July 2018) by capitalisation of securities premium account.
(g) Share based payment arrangement
During the financial year 2017-18, the Company introduced Dodla Dairy Limited Employee Stock Option Plan 2018 (''the Plan''). As per the Plan, the Nomination and Remuneration Committee grants options to the eligible employees and directors of the Company. The vesting period of the option shall be provided in the relevant grant letter and shall be subject to the applicable law. Options granted under the Plan can be exercised within the period determined by the Nomination and Remuneration Committee. Exercise of an option is subject to continued employment.
Under the Plan, the Company granted 49,122 options on 23 March 2018 (835,074 options, converted in the ratio of bonus shares issued) at an exercise price of T 3,627.38 per share (T 213.39 per share, in proportion to the bonus shares issued) to the Chief Executive Officer of the Company. Each option represents one equity share of T 10 each, fully paid-up.
The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
Nature and purpose of the reserve
Capital redemption reserve
The Company had redeemed the preference shares and as per the provisions of the applicable laws, a sum equal to the nominal value of the shares so redeemed is required to be transferred to the capital redemption reserve.
Securities Premium
Securities premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Dodla Dairy Limited Employee Stock Option Plan 2018 (refer note 18(g)).
Retained earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
Remeasurement of defined benefit plan (included in retained earnings)
Remeasurements of defined benefit plan represents the following as per Ind AS 19, employee benefits:
(a) actuarial gains and losses
(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability/(asset); and
(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit LiabiLity/(asset).
(i) Post retirement benefit - Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and other funds which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions of T78.54 (31 March 2023 : T69.26) are charged to the statement of profit and loss as they accrue (refer note 33).
(ii) Post retirement benefit - Defined benefit plans
The Company provides its employees with the benefits under a defined benefit plan, referred to as the "Gratuity Plan". The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/ exit, restricted to a sum of T 2.00.
iii) Attrition rate indicated above represents the Company''s best estimate of employee turnover in future (other than on account of retirement, death or disablement) determined considering various factors such as nature of business, retention policy, industry factors, past experience, etc.
I Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit plan by the amounts shown below:
Sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit plan as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit plan to significant actuarial assumptions the same method (present value of the defined benefit plan calculated with the projected unit credit method at the end of the reporting year) has been applied as and when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
The Company makes annual contribution to the Life Insurance Corporation of India (''LIC'') of an amount advised by LIC. The Company was not informed by LIC of the investments made by them or the breakup of the plan assets into various type of investments.
e) Risk exposure
Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The Company''s plan assets are insurer managed funds and are subject to less material risk.
Changes in bond yields: A decrease in bond yields will increase plan liabilities and the Company ensures that it has enough reserves to fund the liability.
g) The Company expects to contribute a sum of T 22.23 to the plan for the next annual accounting period (31 March 2023: T 26.69).
h) The weighted average duration of the defined benefit plan at the end of the year is 4 years (31 March 2023: 4 years).
(iii) Code on Social Security, 2020
The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at the reporting date has been made in the financial statements based on information received and available with the Company. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (""the MSMED Act"") is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.
The contract Liabilities are primarily related to advance from customers for sale of milk and milk products, for which revenue is recorded at a point in time. The amount of T36.03 and T 44.85 included in contract Liabilities as at 31 March 2023 and 31 March 2022 have been recognised as revenue in the year ended 31 March 2024 and 31 March 2023.
Performance obligation
Revenue is recognised when control of the goods has transferred to the customers which is either upon dispatch or upon receipt of goods by the customer. At that point there are no unfulfilled obligations that could affect the customer''s acceptance of the goods. Revenue is recognised entirely at point of time during the year ended 31 March 2024 and 31 March 2023.
Promoting education and skill development initiatives, eradicating hunger, poverty and malnutrition initiatives and rural development initiatives.
* The amount has been provided in the books of account and shown as "Other financial liabilities" (refer note 25). The shortfall at the end of the year is on account of pending contribution towards projects in progress. The unspent amount of ^12.39 is subsequently transferred to a separate CSR unspent account on 22 April 2024.
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Note 40: Contingent liabilities |
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As at 31 March 2024 |
As at 31 March 2023 |
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i) Claims against the Company not acknowledged as debts* (net of provision): |
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Income-tax matters |
4.68 |
5.68 |
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Indirect tax matters related to assessment of Central Sales Tax and Customs on import of machinery |
3.69 |
3.69 |
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ii) Guarantees ** |
300.20 |
300.00 |
*It does not include any interest/ penalty which may arise at the time of completion of the respective proceedings.
** Corporate guarantee of T 300.00 (31 March 2023: T 300.00) has been extended to wholly owned subsidiary (Orgafeed Private Limited) for availing loan from the bank to meet the working capital and capital expenditure requirements. Bank guarantee of T 0.20 (31 March 2023: Nil) is given to the director of agricultural marketing towards renewal of agriculture trade licence.
The Company is contesting the aforesaid demands raised by the respective tax authorities and based on its internal assessment / advice from an expert, the management is confident that its position will likely be upheld in the appellate process. The Management believes that it has a reasonable case in its defence of the proceedings and accordingly, no further provision is required.
On 28 February 2019, the Hon''ble Supreme Court of India has delivered a judgment clarifying the principles that need to be applied in determining the components of salaries and wages on which Provident Fund (PF) contributions need to be made by establishments. Basis this judgment, the Company has re-computed its liability towards PF for the month of March 2019 and has made a provision for it in the books of account which was subsequently paid. In respect of the earlier periods/ years, the Company has been legally advised that there are numerous interpretative challenges on the application of the judgment retrospectively. Based on such legal advice, the management believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges on this subject.
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Note 41: Commitments |
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Capital commitments: |
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As at |
As at |
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31 March 2024 |
31 March 2023 |
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Estimated amount of contracts remaining to be executed on capital account (net of advances) relating to purchase of plant and equipments |
25.77 |
24.69 |
a. As the future liabilities for gratuity and leave encashment is provided on an actuarial basis and payment of insurance costs are made for the Company as a whole, the amount pertaining to the key management personnel is not ascertainable, therefore, not included above.
b. All related party transactions entered during the year were in ordinary course of business and are on arm''s length basis.
* During the year ended 31 March 2023, the Company has extended corporate guarantee to its wholly owned subsidiary, Orgafeed Private Limited amounting to ^ 300.00 for availing loan from banks for which balance outstanding as at year ended 31 March 2024 is ^ 300.00 (31 March 2023 : ^ 180.00) in the books of the subsidiary.
Segment information has been presented in the Consolidated Financial Statements in accordance with Ind AS 108 notified under the Companies (Indian Accounting Standards) Rules, 2015.
Note 44: Loans or advances to specified persons
There are no Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
(a) The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are determined based on their quoted prices in active markets.
(b) The fair valuation of investments in debentures, bonds and commercial papers is T 548.84.
Fair value method
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
A. Financial assets
1. The Company has not disclosed the fair values for trade receivables, cash and cash equivalents including other bank balances, loans receivable, and other financial assets because the carrying amounts are a reasonable approximation of the fair values.
2. Investment in mutual funds: Fair value of quoted mutual funds units is based on quoted market price at the reporting date.
B. Financial liabilities
1. Lease liabilities: The fair values of the Company''s lease liabilities are determined by discounting the future cashflows at discount rate that reflects the incremental borrowing rate of the Company. The Company has not disclosed the fair value because its carrying amount is a reasonable approximation of its fair value.
2. Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at carrying value, as most of them are settled within a short period and so their fair value are assumed to be almost equal to the carrying values.
Financial risk management
The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. A summary of the risks have been given below.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to counterparties, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
Trade and other receivables
Credit risk is managed by Head of Sales of the Company. Usually, the business is carried on cash and carry basis. However, for institutional customers credit is provided after a detailed background check and credit analysis.
The accounts receivable team along with sales team will evaluate all new customers to determine payment terms and methods to be required, and what level of credit will be established. The accounts receivable team and sales team will also periodically review and re-evaluate payment terms and credit lines of existing customers and to support new customer requirements, and do manage risk as financial and business conditions change.
Majority of milk customers are un-registered and multi brand sellers. Billing transaction takes place on all of the 365 days in a year. The credit allowed is monitored as per the approved limits.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The default in collection as a percentage to total receivable is low. Refer below for the expected credit loss for trade receivables.
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies.
Financial guarantee
The Company''s maximum exposure relating to financial guarantees is noted in Note 20 and the liquidity table below. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, process and policies related to such risks are overseen by the senior management.
As of March 31, 2024 and March 31, 2023, the Company had unutilized credit limits from banks of ^ 1,225.00 and ^ 1,225.00 respectively. The returns/ statements filed by the Company with such banks are in agreement with the books of accounts of the Company for the year ended 31 March 2024.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2024 and 31 March 2023. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rates. There are no borrowings in the financial statements. Hence, there is no concentration of interest rate risk.
Currency risk
The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the volatility of the Company''s trade receivables, which are denominated in USD.
Sensitivity
The profit or loss is sensitive to foreign exchange gain/ loss as a result of changes in foreign exchange rates.
(a) Risk management
Equity share capital and other equity are considered for the purpose of Company''s capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The management and the Board of Directors monitor the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
(b) Dividends
No interim and final dividend has been declared/proposed by the Company during the current and previous financial year.
(c) No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2024 and 31 March 2023.
Note 47: No material foreseeable losses was incurred for any long-term contract including derivative contracts during the current and previous financial year.
(b) The Company has given unsecured interest bearing loans to its following subsidiary:
Pursuant to incorporation of a subsidiary Orgafeed Private Limited in the earlier years, the Board has approved an unsecured loan to Orgafeed Private Limited, carrying an interest rate of 9% p.a. As per the agreement, repayment of the loan had commenced from the financial year 2020-21 and is repayable in next 31 equal quarterly installments. The loan was given for general business purposes.
During the year, the Board has approved a fresh unsecured loan to Orgafeed Private Limited, carrying an interest rate of 9% p.a. As per the agreement, repayment of the loan will commence from the financial year 2024-25 and will be repayable in next 32 equal quarterly installments. The loan was given for general business purposes.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
The Company has taken certain rented premises on lease with contract terms within one year and leases of low value. These leases are short-term in nature and the Company has elected not to recognise right-of-use-assets and lease liabilities for these assets.
The effective interest rate for lease liabilities is 9.01%, with maturity between financial years 2024-2025 to 2037-2038. The Company has recognised expenses relating to short term leases and low value leases in the statement of profit and loss directly for which the recognition exemption has been applied. (Refer note 36).
The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level insofar as it relates to the accounting software. Further, no instance of audit trail feature being tampered with was noted in respect of the software where audit trail has been enabled.
Note 52: Other statutory information
A. Benami property
There are no proceeding initiated or pending against the Company as at 31 March 2024 and 31 March 2023, under Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) during the current and previous financial year.
B. Struck off companies
The company does not have any transactions with companies struck off during current financial year.
In the previous year, there were transactions with a struck off company. Balance outstanding with the nature of transaction is as mentioned below:
The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
D. Crypto or virtual currency:
The Company has not traded in or invested in crypto or virtual currency during the current and previous financial year.
E. The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
F. The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding, whether recorded in writing or otherwise, that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act, 2013 for the above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
The Company is not declared a wilful defaulter by any bank or financial Institution or other lender.
Note 53: Business combinations
There are no acquisitions during the financial year ended 31 March 2024.
During the year ended 31 March 2023, on 11 April 2022, the Company completed the acquisition of a Milk and Milk Products Division of Sri Krishna Milks Private Limited, having a strong presence in the dairy market in the state of Karnataka through slump purchase agreement on a going concern basis at a consideration of Rs. 507.73. The transaction was accounted in accordance with Ind AS 103 - Business Combinations ("Ind AS 103") which was determined basis the purchase price allocation carried out by the Company.
The intangible assets are amortised over a period of 3-5 years as per management''s estimate of its useful life, over which economic benefits are expected to be realised. The goodwill amounting to T 74.00 is attributable to the workforce, high profitability of the acquired business, the value of expected synergies arising from the acquisition and a customer list, which is not separately recognised. Goodwill arising on the acquisition is not deductible for tax purposes. From the date of acquisition, SKM has contributed revenues amounting to T 666.57 and loss amounting to T (45.80) to the Company''s performance for the year ended March 31, 2023. If the combination had taken place at the beginning of year ended 31 March 2023, the Company''s revenue from continuing operations would have been increased by T 23.00 and the profit before tax from continuing operations would have been decreased by T (4.00).
Note 54: Events after the reporting period
There are no events after the reporting period till 18 May 2024 which require any adjustment or additional disclosure in the financial statements.
Mar 31, 2023
(i) Impairment
Refer accounting poLicy in note 3(d).
Impairment testing for cash generating unit containing goodwill
Additions to Brands, Non-compete arrangements, Goodwill and Distribution network include intangible assets on account of acquisition of a Milk and Milk Products Division of Sri Krishna Milks Private Limited ("SKM"), through slump purchase arrangement on a going concern basis at a consideration of T 507.73.
During the earlier years, the Company has acquired assets under a business transfer agreement from K C Dairy Products Private Limited ("K C Dairy") and allocated Goodwill to K C Dairy which represents the Lowest Level within the Company at which Goodwill is monitored for internal management purposes. The carrying amount of goodwill as at 31 March 2023 is T 359.37 (31 March 2022: T 359.37).
As at 31 March 2023, Goodwill pertaining to both business combinations were tested for impairment.
The key assumptions used in the estimation of the recoverable amount as set out below. The values assigned to the key assumptions represent Management''s assessment of future trends in the relevant industry and have been based on historical data from both internal and external sources.
The cash flow projections include specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate has been determined based on the management''s estimate of the Long-term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.
Weighted average cost of capital % (WACC) = Risk free return (Market premium x Beta for the Company).
The Company has performed sensitivity analysis around the base assumptions and has concluded that no reasonable change in key assumptions would result in the recoverable amount of the CGU to be Less than the carrying vaLue. AccordingLy, no impairment charges were recognised for the year ended 31 March 2023.
As at 31 March 2023, there were 122 cattle (31 March 2022: 194 cattle) as immatured biological assets and 173 cattle (31 March 2022: 270 cattle) as matured biological assets. During the current year, the Company has sold/ discarded 238 cattle (31 March 2022: 137 cattle).
The fair valuation of biological assets is classified as level 2 in the fair value hierarchy as they are determined based on the basis of the best available quote from the nearest market to the farm and on the basis of age of the calves, cows and heifers.
* The Company holds 47.88% of the shareholding in the associate company. The Company''s share of net (ioss)/profit incurred during the year by the associate company is T (0.89) (31 March 2022: T 0.34). The Company has not recognised this (1oss)/profit in its books of account as the investment is fully impaired. The Company has not received dividend from the associate company during the current and previous year.
Information about the Company''s exposure to credit and market risks, and fair value measurement, is included in note 44.
The Company has not traded in or invested in crypto or virtual currency during the year.
Note (i): During the previous year ended 31 March 2022, the Company incurred expenses in connecttion with the Initial Public Offer (IPO) of equity shares of the Company by way of fresh issue and an offer for sale by the existing shareholders. In relation to the IPO expenses incurred that date, except for listing fees which shall be solely borne by the Company, all other expenses will be shared between the Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted by the Company in the fresh issue and the offered shares sold by the selling shareholders in the offer for sale.
(b) Rights, preferences and restrictions attached to equity shares:
The Company has only one class of equity shares having a face value of T 10/- each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) During the five years immediately preceding the balance sheet date, no shares have been bought back, issued for consideration other than cash and no bonus shares have been issued other than the issuance of 52,397,168 equity shares of ^ 10 each, fully paid-up as bonus shares on 17 July 2018 in the ratio of 16:1 (sixteen equity shares of ^ 10 each for every one equity share of ^ 10 each held in the Company as on the record date i.e. 05 July 2018) by capitalisation of securities premium account.
(f) Share based payment arrangement
During the financial year 2017-18, the Company introduced Dodla Dairy Limited Employee Stock Option Plan 2018 (''the Plan''). As per the Plan, the Nomination and Remuneration Committee grants options to the eligible employees and directors of the Company. The vesting period of the option shall be provided in the relevant grant letter and shall be subject to the applicable law. Options granted under the Plan can be exercised within the period determined by the Nomination and Remuneration Committee. Exercise of an option is subject to continued employment.
Under the Plan, the Company granted 49,122 options on 23 March 2018 (835,074 options, converted in the ratio of bonus shares issued) at an exercise price of T 3,627.38 per share (T 213.39 per share, in proportion to the bonus shares issued) to the Chief Executive Officer of the Company. Each option represents one equity share of T 10 each, fully paid-up.
The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
Nature and purpose of the reserve
Capital redemption reserve
The Company had redeemed the preference shares and as per the provisions of the applicable laws, a sum equal to the nominal value of the shares so redeemed is required to be transferred to the capital redemption reserve.
Debenture redemption reserve
The Company had issued non-convertible debentures in India and as per the provisions of the Companies Act, 2013 is required to create debenture redemption reserve out of the profits of the Company available for payment of dividend.
Securities Premium
Securities premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Dodla Dairy Limited Employee Stock Option Plan 2018 (refer note 18(f)).
Remeasurement of defined benefit obligation (included in retained earn ings)
Remeasurements of defined benefit obligation represents the following as per Ind AS 19, employee benefits:
(a) actuarial gains and losses
(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and
(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset).
(i) Post retirement benefit - Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and other funds which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue (refer note 33).
(ii) Post retirement benefit - Defined benefit plans
The Company provides its employees with the benefits under a defined benefit plan, referred to as the "Gratuity Plan". The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/ exit, restricted to a sum of T 2.00. a) The amounts recognised in the financial statements and the movements in the defined benefit obligation and plan assets over the year are as follows:
i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.
ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
iii) Attrition rate indicated above represents the Company''s best estimate of employee turnover in future (other than on account of retirement, death or disablement) determined considering various factors such as nature of business, retention policy, industry factors, past experience, etc.
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied as and when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
The Company makes annual contribution to the Life Insurance Corporation of India (''LIC'') of an amount advised by LIC. The Company was not informed by LIC of the investments made by them or the breakup of the plan assets into various type of investments.
e) Risk exposure
Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The Company''s plan assets are insurer managed funds and are subject to less material risk.
Changes in bond yields: A decrease in bond yields will increase plan liabilities and the Company ensures that it has enough reserves to fund the liability.
g) The Company expects to contribute a sum of T 26.69 to the plan for the next annual accounting period (31 March 2022: T 40.56).
h) The weighted average duration of the defined benefit obligation at the end of the year is 4 years (31 March 2022: 5 years).
(iii) Code on Social Security, 2020
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at the reporting date has been made in the financial statements based on information received and available with the Company. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 ("the MSMED Act") is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.
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Note 38: Contingent liabilities |
||
|
As at 31 March 2023 |
As at 31 March 2022 |
|
|
i) Claims against the Company not acknowledged as debts1 (net of provision): |
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|
Income-tax matters |
5.68 |
0.99 |
|
Indirect tax matters related to assessment of Central Sales Tax and Customs on import of machinery |
3.69 |
3.69 |
|
ii) Guarantees 2 |
300.00 |
- |
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before tax authorities and including matters mentioned above. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the claimants or the Company, as the case may be, and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes. The Management believes that it has a reasonable case in its defence of the proceedings and accordingly, no further provision is required.
ii) On 28 February 2019, the Hon''ble Supreme Court of India has delivered a judgment clarifying the principles that need to be applied in determining the components of salaries and wages on which Provident Fund (PF) contributions need to be made by establishments. Basis this judgment, the Company has re-computed its liability towards PF for the month of March 2019 and has made a provision for it in the books of account which was subsequently paid. In respect of the earlier periods/ years, the Company has been legally advised that there are numerous interpretative challenges on the application of the judgment retrospectively. Based on such legal advice, the management believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges on this subject.
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Note 39: Commitments Capital commitments: |
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|
As at 31 March 2023 |
As at 31 March 2022 |
|
|
(i) Estimated amount of contracts remaining to be executed on capital account(net of advances) |
24.69 |
137.42 |
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Note 40: Earnings per share (''EPS'') |
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For the year ended 31 March 2023 |
For the year ended 31 March 2022 |
|
|
Earnings |
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|
Profit attributable to equity shareholders (A) |
949.85 |
1,366.17 |
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Weighted average number of equity shares outstanding during the year (B) |
59,492,735 |
59,211,081 |
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Effect of potential equity shares on employee stock options outstanding |
476,420 |
513,468 |
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Weighted average number of potential equity shares outstanding during the year for the purpose of computing Diluted Earnings Per Share (C) |
59,969,155 |
59,724,549 |
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Basic earnings per share of face value of TI0 (A/B) |
15.97 |
23.07 |
|
Diluted earnings per share of face value of TI0 (A/C) |
15.84 |
22.87 |
Notes:
a. As the future liabilities for gratuity and leave encashment is provided on an actuarial basis and payment of insurance costs are made for the Company as a whole, the amount pertaining to the key management personnel is not ascertainable, therefore, not included above. Share-based compensation expense allocable to key management personnel is Nil (31 March 2022: T 0.69) is also not included in the remuneration disclosed above.
b. All related party transactions entered during the year were in ordinary course of business and are on arm''s length basis.
* During the year ended 31 March 2023, the Company has extended corporate guarantee to its wholly owned subsidiary, Orgafeed Private Limited amounting to T 300.00 for availing loan from banks for which balance outstanding as at year ended 31 March 2023 is T 180.00 in the books of the subsidiary.
Note 42: Segment reporting
The Company has presented segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of paragraph 3 of Ind AS 108 ''Operating Segments'', no disclosures related to segment are presented in these standalone financial statements.
Note 43: Loans or advances to specified persons
There are no Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
The carrying amount of the current financial assets and current financial liabilities are considered to be same as their fair values, due to their short term nature.
(a) The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are determined based on their quoted prices.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
1. The Company has not disclosed the fair values for trade receivables, cash and cash equivalents including other bank balances, loans receivable, and other financial assets because the carrying amounts are a reasonable approximation of the fair values.
2. Investment in mutual funds: Fair value of quoted mutual funds units is based on quoted market price at the reporting date.
1. Lease liabilities: The fair values of the Company''s lease liabilities are determined by discounting the future cashflows at discount rate that reflects the incremental borrowing rate of the Company. The Company has not disclosed the fair value because its carrying amount is a reasonable approximation of its fair value.
2. Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at carrying value, as most of them are settled within a short period and so their fair value are assumed to be almost equal to the carrying values.
Financial risk management
The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. A summary of the risks have been given below.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
Trade and other receivables
Credit risk is managed by Head of Sales of the Company. Usually, the business is carried on cash and carry basis. However, for institutional customers credit is provided after a detailed background check and credit analysis.
The accounts receivable team along with sales team will evaluate all new customers to determine payment terms and methods to be required, and what level of credit will be established. The accounts receivable team and sales team will also periodically review and re-evaluate payment terms and credit lines of existing customers and to support new customer requirements, and do manage risk as financial and business conditions change.
Majority of milk customers are un-registered and multi brand sellers. Billing transaction takes place on all of the 365 days in a year. The credit allowed is monitored as per the approved limits.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The default in collection as a percentage to total receivable is low. Refer below for the expected credit loss for trade receivables.
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, process and policies related to such risks are overseen by the senior management.
As of March 31, 2023 and March 31, 2022, the Company had unutilized credit limits from banks of ^ 1,225.00 and ^ 1,225.00 respectively. The returns/ statements filed by the Company with such banks are in agreement with the books of accounts of the Company for the year ended 31 March 2023.
The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2023 and 31 March 2022. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk is the risk that the fair value or future cash flow oa a financial instrument will fluctuate because of changes in market interest rates. There are no borrowings in the financial statements. Hence, there is no concentration of interest rate risk.
Currency risk
The Company has no material foreign exchange exposure as at 31 March 2022 and 31 March 2023.
Note 45: Capital management
(a) Risk management
Equity share capital and other equity are considered for the purpose of Company''s capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The management and the Board of Directors monitor the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
(b) Dividends
No interim dividend has been declared by the Company during the current and previous financial year. Further, Board of Directors of the Company has not propopsed any final dividend for the current and previous financial year.
Note 46: No material foreseeable losses was incurred for any long-term contract including derivative contracts during the current and previous financial year.
(b) The Company has given unsecured interest bearing loans to its following subsidiary:
Pursuant to incorporation of a subsidiary Orgafeed Private Limited in the earlier years, the Board has approved an unsecured loan to Orgafeed Private Limited, carrying an interest rate of 9% p.a. As per the agreement, repayment of the loan had commenced from the financial year 2020-21 and is repayable in next 31 equal quarterly installments. The loan was given for general business purposes.
During the year, the Board has approved a fresh unsecured loan to Orgafeed Private Limited, carrying an interest rate of 9% p.a. As per the agreement, repayment of the loan will commence from the financial year 2024-25 and will be repayable in next 32 equal quarterly installments. The loan was given for general business purposes.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
The Company has taken certain rented premises on lease with contract terms within one year and leases of low value. These leases are short-term in nature and the Company has elected not to recognise right-of-use-assets and lease liabilities for these assets. The Company has incurred following expenses relating to short-term leases for which the recognition exemption has been applied. (Refer note 36).
There are no proceeding initiated or pending against the Company as at 31 March 2023, under Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016).
The Company is not declared a wilful defaulter by any bank or financial Institution or other lender.
Note 52: Business combinations Sri Krishna Milks Private Limited (SKM)
On 11 April 2022, the Company completed the acquisition of a Milk and Milk Products Division of Sri Krishna Milks Private Limited, having a strong presence in the dairy market in the state of Karnataka through slump purchase agreement on a going concern basis at a consideration of T 507.73. The transaction was accounted in accordance with Ind AS 103 - Business Combinations ("Ind AS 103") which was determined basis the purchase price allocation carried out by the Company.
The intangible assets are amortised over a period of 5 years as per management''s estimate of its useful life, over which economic benefits are expected to be realised. The goodwill amounting to T 74.00 is attributable to the workforce, high profitability of the acquired business, the value of expected synergies arising from the acquisition and a customer list, which is not separately recognised. Goodwill arising on the acquisition is not deductible for tax purposes. From the date of acquisition, SKM has contributed revenues amounting to T 666.57 and loss amounting to T (45.80) to the Company''s performance for the year ended March 31, 2023. If the combination had taken place at the beginning of year ended 31 March 2023, the Company''s revenue from continuing operations would have been increased by T 23.00 and the profit before tax from continuing operations would have been decreased by T (4.00).
Note 53: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
Note 56: Previous year figures have been regrouped / reclassified, where necessary, to confirm to the current years'' classification.
It does not include any interest/ penalty which may arise at the time of completion of the respective proceedings.
Corporate guarantee has been extended to wholly owned subsidiary for availing loan from banks for which balance outstanding as at year end is T 180.00 in the books of the subsidiary.
Mar 31, 2022
Impairment
Refer accounting policy in note 3(d).
Impairment testing for cash generating unit containing goodwill
During the earlier years, the Company has acquired assets under a business transfer agreement from K C Dairy Products Private Limited ("K C Dairy") and allocated Goodwill to K C Dairy which represents the lowest level within the Company at which Goodwill is monitored for internal management purposes. The carrying amount of goodwill as at 31 March 2022 is T 359.37 (31 March 2021: T 359.37).
The key assumptions used in the estimation of the recoverable amount as set out below. The values assigned to the key assumptions represent Management''s assessment of future trends in the relevant industry and have been based on historical data from both internal and external sources.
The cash flow projections include specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate has been determined based on the management''s estimate of the long-term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.
Weighted average cost of capital % (WACC) = Risk free return (Market premium x Beta for the Company).
The Company has performed sensitivity analysis around the base assumptions and has concluded that no reasonable change in key assumptions would result in the recoverable amount of the CGU to be less than the carrying value. Accordingly, no impairment charges were recognised for FY 2021-22.
As at 31 March 2022, there were 194 cattle (31 March 2021: 199 cattle) as immatured biological assets and 270 cattle (31 March 2021: 267 cattle) as matured biological assets. During the current year, the Company has sold / discarded 137 cattle (31 March 2021: 132 cattle).
The fair valuation of biological assets is classified as level 2 in the fair value hierarchy as they are determined based on the basis of the best available quote from the nearest market to the farm and on the basis of age of the calves, cows and heifers.
* The Company holds 47.88% of the shareholding in the associate company. The Company''s share of net profit/(ioss) incurred during the year by the associate company is T 0.34 (31 March 2021: T 0.07). The Company has not recognised this profit/(1oss) in its books of account as the investment is fully impaired. The Company has not received dividend from the associate company during the current and previous year.
Information about the Company''s exposure to credit and market risks, and fair value measurement, is included in note 45.
The Company has not traded in or invested in crypto or virtual currency during the year.
Note (i): During the year ended 31 March 2022, the Company incurred expenses in connecttion with the Initial Public Offer (IPO) of equity shares of the Company by way of fresh issue and an offer for sale by the existing shareholders. In relation to the IPO expenses incurred till date, except for listing fees which shall be solely borne by the Company, all other expenses will be shared between the Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted by the Company in the fresh issue and the offered shares sold by the selling shareholders in the offer for sale.
** Includes a part of outstanding balances as disclosed under note 42 (iii).
(b) Rights, preferences and restrictions attached to equity shares:
The Company has only one class of equity shares having a face value of INR 10/- each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) During the five years immediately preceding the balance sheet date, no shares have been bought back, issued for consideration other than cash and no bonus shares have been issued other than the issuance of 52,397,168 equity shares of T 10 each, fully paid-up as bonus shares on 17 July 2018 in the ratio of 16:1 (sixteen equity shares of T 10 each for every one equity share of T 10 each held in the Company as on the record date i.e. 05 July 2018) by capitalisation of securities premium account.
(f) Share based payment arrangement
During the financial year 2017-18, the Company introduced Dodla Dairy Limited Employee Stock Option Plan 2018 (''the Plan''). As per the Plan, the Nomination and Remuneration Committee grants options to the eligible employees and directors of the Company. The vesting period of the option shall be provided in the relevant grant letter and shall be subject to the applicable law. Options granted under the Plan can be exercised within the period determined by the Nomination and Remuneration Committee. Exercise of an option is subject to continued employment.
Under the Plan, the Company granted 49,122 options on 23 March 2018 (835,074 options, converted in the ratio of bonus shares issued) at an exercise price of T 3,627.38 per share (T 213.39 per share, in proportion to the bonus shares issued) to the Chief Executive Officer of the Company. Each option represents one equity share of T 10 each, fully paid-up.
Fair value measurement
The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
Nature and purpose of the reserve
Capital redemption reserve
The Company had redeemed the preference shares and as per the provisions of the applicable laws, a sum equal to the nominal value of the shares so redeemed is required to be transferred to the capital redemption reserve.
Debenture redemption reserve
The Company has issued non-convertible debentures in India and as per the provisions of the Companies Act, 2013 is required to create debenture redemption reserve out of the profits of the Company available for payment of dividend.
Securities Premium
Securities premium reserve is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Dodla Dairy Limited Employee Stock Option Plan 2018 (refer note 18(e)).
Remeasurement of defined benefit plans (included in retained earnings)
Remeasurements of defined benefit plans represents the following as per Ind AS 19, employee benefits:
(a) actuarial gains and losses
(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and
(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset).
Terms of repayment of Debentures:
During the financial year 2018-19, the Company has issued 550,000 Redeemable non convertible debentures of T 1,000 each, fully paid up to International Finance Corporation (IFC) which carries interest rate of IFC''s cost of funding plus 2.25%, currently 9.00% p.a. and is secured by the first charge on movable plant, machinery, equipment and all other movable assets (both present and future) pertaining to specified plants and second pari passu charge on current assets (both present and future) and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. During the current year, the Company has pre-paid the entire amount.
Terms of repayment for secured term loans from banks:
a) Term loan of T 65 was taken from HDFC Bank during the financial year 2015-2016 which carries interest rate equal
to MCLR plus 1.10% per annum i.e., 8.55 % per annum for the year ended 31 March 2022. It is repayable in 16 equal
quarterly installments of T 4.06 commencing from January 2018. The term loan is secured by exclusive charge on all the movable and immovable fixed assets acquired using the term loan, pari-passu second charge on the current assets and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Outstanding amount (including current maturities) as at 31 March 2022 is Nil (31 March 2021 is T 12.19).During the current year, the Company has pre-paid the entire amount.
b) Term loan of T 100 was taken from HDFC Bank during the financial year 2015-2016 which carries interest rate at the
rate equal to MCLR plus 1.10% per annum i.e., 8.55 % per annum for the year ended 31 March 2022. It is repayable in 16 equal quarterly installments of T 6.25 commencing from January 2018. The term loan is secured by exclusive charge on all the movable and immovable fixed assets acquired using the term loan, pari-passu second charge on the current assets and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Outstanding amount (including current maturities) as at 31 March 2022 is Nil (31 March 2021 is T 18.75).During the current year, the Company has pre-paid the entire amount.
c) Term loan of T 25 was taken from HDFC Bank during the financial year 2015-2016 which carries interest rate equal
to MCLR plus 1.10% per annum i.e.,8.55% per annum for the year ended 31 March 2022. It is repayable in 16 equal
quarterly installments of T 1.56 commencing from January 2018. The term loan is secured by exclusive charge on all the movable and immovable fixed assets acquired using the term loan, pari-passu second charge on the current assets and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Outstanding amount (including current maturities) as at 31 March 2022 is Nil (31 March 2021 is T 4.69).During the current year, the Company has pre-paid the entire amount.
d) Term loan of T 60 was taken from HDFC Bank during the financial year 2015-2016 which carries interest rate equal
to MCLR plus 1.10% per annum i.e., 8.55% per annum for the year ended 31 March 2022. It is repayable in 16 equal
quarterly installments of T 3.75 commencing from January 2018. The term loan is secured by exclusive charge on all
the movable and immovable fixed assets acquired using the term loan, pari-passu second charge on the current assets and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy Outstanding amount (including current maturities) as at 31 March 2022 is Nil (31 March 2021 is T 11.25).During the current year, the Company has pre-paid the entire amount.
e) Term loan of T 250 was taken from HSBC Bank during the financial year 2018-2019 which carries interest rate equal to MCLR plus 1.00% per annum i.e., 7.85% per annum for the year ended 31 March 2022. It is repayable in 18 equal quarterly installments of T 13.89 each commencing from November 2019. The term loan is secured by first paripassu charge on identified properties, movable and immovab1e(present and future), property at Chendurthy together with buildings and immovable fixed assets and second pari passu charge on current assets, present and future and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Outstanding amount (including current maturities) as at 31 March 2022 is Nil (31 March 2021 is T 166.67).During the current year, the Company has pre-paid the entire amount.
f) Term loan of T 249.50 was taken from ICICI Bank during the financial year 2018-2019 which carries interest rate equal to MCLR plus 0.60 % per annum i.e., 7.90 % per annum for the year ended 31 March 2022. It is repayable in total 10 quarterly installments. For 9 quarterly installments of T 13.86 each and balance of T.124.75 for final installment commencing from September 2019. The term loan is secured by First pari-passu charge on fixed assets of the company along with HSBC covering 1.2 times of the exposure and Second pari passu charge hypothecation on the entire current assets of the company both present and future except for the investments in mutual funds and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Outstanding amount (including current maturities) as at 31 March 2022 is Nil (31 March 2021 is T 152.47).During the current year, the Company has pre-paid the entire amount.
Terms of repayment of short-term borrowings from banks:
Secured
i) ICICI Bank: The Company has taken cash credit and working capital demand loan facilities from ICICI Bank, secured by way of First Pari-passu Charge: Hypothcation of the companies entire stocks of raw materials, semi finished and finished goods, consumable stores and spares and such other moveables including book debts, bills whether documentory or clean, out standing monies, receivables both present and future in a form and manner satisfactory to the bank except investments in mutual fund. Second pari-passu charge: entire fixed assets of the company which are both movable and immovable in nature and Personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Cash credit carries an interest rate of 7.70% per annum and working capital demand loan carries an interest rate of 7.95% to 8.70% per annum, outstanding as at 31 March 2022 is Nil (31 March 2021 is Nil).
ii) Standard Chartered Bank (SCB): The Company has taken short-term loan and pre-shipment finance facility from SCB. All these facilities are secured by Pari-passu first charge on entire current assets of the company. Pari-passu second charge on entire fixed assets of the company both present and future (excepting assets specifically charged to Banks) and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Interest rate on these facilities ranges from 5.00% to 9.00% per annum, outstanding as at 31 March 2022 is Nil (31 March 2021 is Nil).
iii) Kotak Mahindra Bank: The Company has taken working capital demand loan facility from Kotak Mahindra Bank, secured by First pari-passu hypothycation charge to be shared with HDFC, ICICI, HSBC & SCB on all existing and future receivables/current assets of the borrower. Second pari-Passu Charge on moveble fixed assets of the borrower (other than exclusive charged assets like vehicles/assets created out of SCB''s ECB loan). Second pari passu charge on immovable properties of specific properties of the borrower T 26.14 Crores(Market Value) and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Interest rate on these facilities ranges from 4.25% to 8.00% per annum, outstanding as at 31 March 2022 is Nil (31 March 2021 is Nil).
iv) HDFC Bank: The Company has taken cash credit and working capital demand loan facility from HDFC Bank. All these facilities are secured by 1. Pari-passu first charge on entire current assets of the company, present and future. 2. 2nd Pari-passu charge on fixed assets of the company and personal guarantees furnished by the director of the Company, Mr. Sunil Reddy. Cash credit carries an interest rate of 9.50% to 10.00% per annum and working capital demand loan carries an interest rate of 8.00% to 9.00% per annum, outstanding as at 31 March 2022 is Nil (31 March 2021 is Nil).
v) Hongkong and Shanghai Banking Corporation (HSBC Bank): The Company has taken overdraft and working capital demand loan facility from HSBC Bank. ALL these facilities are secured by First pari-passu charge on current assets present and future of the borrower. Second pari-passu charge fixed assets(MovabLe & Immovable) of the borrower except those exclusively charged to term lenders and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy. Interest rate on these facilities ranges from 6.90% to 8.00% per annum, outstanding as at 31 March 2022 is Nil (31 March 2021 is Nil).
Aggregate amount of loans (including current maturities) guaranteed by the directors of the Company outstanding as at 31 March 2022 is NiL (31 March 2021 is T 450.60).
Aggregate amount of debentures (including current maturities) guaranteed by the directors of the Company outstanding as at 31 March 2022 is NiL (31 March 2021 is T 507.71).
Information about the Company''s exposure to interest rate and Liquidity risks is included in note 45.
The Company has not avaiLed any specific borrowings during the year.
(i) Post retirement benefit - Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and other funds which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue (refer note 34).
(ii) Post retirement benefit - Defined benefit plans
The Company provides its employees with the benefits under a defined benefit plan, referred to as the "Gratuity Plan". The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/ exit, restricted to a sum of T 2.00.
i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.
ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
iii) Attrition rate indicated above represents the Company''s best estimate of employee turnover in future (other than on account of retirement, death or disablement) determined considering various factors such as nature of business, retention policy, industry factors, past experience, etc.
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied as and when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
The Company makes annual contribution to the Life Insurance Corporation of India (''LIC'') of an amount advised by LIC. The Company was not informed by LIC of the investments made by them or the breakup of the plan assets into various type of investments.
e) Risk exposure
Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The Company''s plan assets are insurer managed funds and are subject to less material risk.
Changes in bond yields: A decrease in bond yields will increase plan liabilities and the Company ensures that it has enough reserves to fund the liability.
g) The Company expects to contribute a sum of T 40.56 to the plan for the next annual accounting period (31 March 2021: T 31.73).
h) The weighted average duration of the defined benefit obligation at the end of the year is 5 years (31 March 2021: 4 years).
(iii) Code on Social Security, 2020
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company including its subsidiary and associate incorporated in India towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
Note: The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at the reporting date has been made in the financial statements based on information received and available with the Company. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 ("the MSMED Act") is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.
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Note 39: Contingent liabilities |
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As at 31 March 2022 |
As at 31 March 2021 |
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i) Claims against the Company not acknowledged as debts* (net of provision): |
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Income-tax matters |
0.99 |
0.99 |
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Indirect tax matters related to assessment of Central Sales Tax and Customs on import of machinery |
3.69 |
81.24 |
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*It does not include any interest/ penalty which may arise at the time of completion of the respective proceedings. |
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The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before tax authorities and including matters mentioned above. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the claimants or the Company, as the case may be, and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes. The Management believes that it has a reasonable case in its defence of the proceedings and accordingly, no further provision is required.
ii) On 28 February 2019, the Hon''ble Supreme Court of India has delivered a judgment clarifying the principles that need to be applied in determining the components of salaries and wages on which Provident Fund (PF) contributions need to be made by establishments. Basis this judgment, the Company has re-computed its liability towards PF for the month of March 2019 and has made a provision for it in the books of account which was subsequently paid. In respect of the earlier periods/ years, the Company has been legally advised that there are numerous interpretative challenges on the application of the judgment retrospectively. Based on such legal advice, the management believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges on this subject.
(ii) The Board of Directors at their meeting held on 07 March 2022 approved the purchase of the business of Sri Krishna Milks Private Limited, a milk and milk products Company, through slump purchase arrangement on a Going Concern basis. Pursuant to the approval of the Board of Directors, the Company executed a Business Transfer Agreement ("BTA") on 18 March 2022 for purcahse of business at a consideration of T 500 (subject to certain transaction adjustments). As on 31 March 2022, the Company has given advance of T 300 against the purchase of said business. Subsequent to the year end, the Company completed the purchase of business on 12 April 2022.
a. The borrowings of the Company are secured by personal guarantees given by the director of the Company, Mr. Sunil Reddy as detailed in note 20 and 24.
b. As the future liabilities for gratuity and leave encashment is provided on an actuarial basis and payment of insurance costs are made for the Company as a whole, the amount pertaining to the key management personnel is not ascertainable, therefore, not included above. Share-based compensation expense allocable to key management personnel T 0.69 (31 March 2021: T 3.42) is also not included in the remuneration disclosed above.
c. ALL related party transactions entered during the year were in ordinary course of business and are on arm''s length basis.
Note 43: Segment reporting
The Company has presented segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of paragraph 3 of Ind AS 108 ''Operating Segments'', no disclosures related to segment are presented in these standalone financial statements.
Note 44: Loans or advances to specified persons
There are no Loans or Advances in the nature of Loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
Measurement of fair values
The carrying amount of the current financial assets and current financial liabilities are considered to be same as their fair values, due to their short term nature.
(a) The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are determined based on their quoted prices.
Fair value method
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
A. Financial assets
1. The Company has not disclosed the fair values for trade receivables, cash and cash equivalents including other bank balances, loans receivable, and other financial assets because the carrying amounts are a reasonable approximation of the fair values.
2. Investment in mutual funds: Fair value of quoted mutual funds units is based on quoted market price at the reporting date.
B. Financial liabilities
1. Non-convertible debentures: The fair values of the Company''s interest bearing debentures are determined by using Discounted cash flow ("DCF") method using discount rate that reflects the issuer''s coupon rate as at the end of the reporting period. The Company has not disclosed the fair values because its carrying amount is a reasonable approximation of its fair value.
2. Borrowings: It includes term loans from banks, cash credit and overdraft facilities and working capital loans. These borrowings are classified and subsequently measured in the standalone financial statements at amortised cost. Considering that the interest rate on the loan is reset on a monthly/ quarterly/ half yearly/ yearly basis, the carrying amount of the loan would be a reasonable approximation of its fair value.
3. Lease liabilities: The fair values of the Company''s lease liabilities are determined by discounting the future cashflows at discount rate that reflects the incremental borrowing rate of the Company. The Company has not disclosed the fair value because its carrying amount is a reasonable approximation of its fair value.
4. Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at carrying value, as most of them are settled within a short period and so their fair value are assumed to be almost equal to the carrying values.
Financial risk management
The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. A summary of the risks have been given below.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
Trade and other receivables
Credit risk is managed by Head (Sales) of the Company. Usually, the business is carried on cash and carry basis. However, for institutional customers credit is provided after a detailed background check and credit analysis.
The accounts receivable team along with sales team will evaluate all new customers to determine payment terms and methods to be required, and what level of credit will be established. The accounts receivable team and sales team will also periodically review and re-evaluate payment terms and credit lines of existing customers and to support new customer requirements, and do manage risk as financial and business conditions change.
Majority of milk customers are un-registered and multi brand sellers. Billing transaction takes all the 365 days in a year. The credit allowed is monitored as per the approved limits.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, process and policies related to such risks are overseen by the senior management.
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest risk
The Company''s main interest rate risk arises from long-term and short-term borrowings with variable rates, which exposes the company to cash flow interest rate risk. The Company also has variable interest deposit receivable which mitigate the interest rate risk on payables.
(a) Risk management
Equity share capital and other equity are considered for the purpose of Company''s capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The management and the Board of Directors monitor the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
(b) Dividends
During the year, no interim dividend has been declared by the Company (31 March 2021:NiL). Further, the Board of Directors of the Company has not proposed any final dividend (31 March 2021 : Nil).
Note 51: During the year, the Company has completed Initial Public Offering of upto 12,153,668 Equity Shares of face value of T 10 each of Dodla Dairy Limited for cash at a price of T 428 per equity share (including a share premium of T 418 per equity share) aggregating upto T 5,201.77, consisting of fresh issue of 1,168,224 equity shares aggregating to T 500 and an offer for sale of 10,985,444 equity shares aggregating to T 4,701.77 by the selling share holders. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f 28 June 2021.
Note 52: Benami property
There are no proceeding initiated or pending against the Company as at 31 March 2022, under Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016).
Note 53: Wilful defaulter
The Company is not declared a wilful defaulter by any bank or financial Institution or other lender.
Note 54: Undisclosed incomes
The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
Note 55: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 56: Struck off companies
The Company has not entered into any transaction with the companies struck off as per Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
The Company has considered internal and external sources of information up to the date of approval of the above financial statements in evaluating the possible impact that may result from the pandemic relating to COVID-19 on the carrying amounts of property, plant and equipment, goodwill, intangible assets, inventories, receivables, investments and other financial assets. The Company has applied prudence in arriving at the estimates and assumptions and also performed sensitivity analysis on the assumptions used. The Company is confident about the recoverability of these assets. However, the impact of the global health pandemic may be different from that estimated as at the date of approval of the above financial statements. Considering the continuing uncertainties, the Company will continue to closely monitor any material changes to future economic conditions.
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