s) Provisions and contingent liabilities
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured
at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the
reporting period. The discount rate used to determine the present value is a pretax rate that reflects current market assessments of
the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as
interest expenses. Contingent liabilities are disclosed in respect of possible obligations that arise from past events but their existence
will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
Company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of
the obligation cannot be made.
t) Exceptional Items
When items of income and expense within statement of profit and loss from ordinary activities are of such size, nature or incidence that
their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material items
are disclosed separately as exceptional items.
(b) Investments in other than Subsidiaries, Associates and Joint ventures are measured at FVTOCI. and is charged/ added to "Other
Comprehensive Income". Fair Valuation of unlisted securities is determined based on the valuation reports and in case of listed
securities the same is determined based on the prevailing market prices.
ii) Pursuant to the Scheme of arrangement approved by the Hon'ble High court of Gujarat in 2015, The Company was allotted 8,19,50,000 2%
Non-cumulative Redeemable preference shares having face value of ' 10 each fully paid up by its wholly owned subsidiary company Gokul
Agri International Limited (GAIL) in consideration for transfer by way of slump sale of its "Sidhpur Undertakings". With the consent of the
Board of Directors, these shares have been reclassified as "2% Non-Cumulative Compulsory Convertible Preference shares.
Nature and Purpose of Reserve:
Capital Redemption Reserve:
Capital redemption reserve represents the nominal value of the shares bought back; and is created and utilised in accordance with Section 69 of
the Companies Act, 2013.
General Reserve:
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is
created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general
reserve will not be reclassified subsequently to profit or loss.
Retained Earnings:
Retained earnings are the net profit that the Company has earned/incurred till date, less any transfer to general reserves, dividends or other
distributions paid to shareholders. Retained earnings also includes re-measurement loss/(gain) on defined benifit plans net of taxes that will not
be reclassified to the statement of profit and loss.
B Capital Commitment
Estimated amount of contracts remaining to be executed on capital account and not provided (net of advances) of ' NIL (Previous year: as
at 31st March, 2024 NIL).
Estimated amount of contracts remaining to be executed on capital account and not provided (net of advances) of ' NIL (Previous year: as
at 31st March, 2021 NIL).
C The disputes in respect of taxes have arisen in the ordinary course of business. The company's management does not reasonably expect
that these legal actions when ultimately concluded and determined will have a material and adverse effect on the company's results of
operations or financial condition.
D 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
-• 99
November 13, 2020, and has invited suggestions from stake holders which are under active consideration by the Ministry. Based on an
initial assessment by the Company , the additional impact on Provident Fund contributions and gratuity provision by the Company is not
expected to be material. The Company will complete their evaluation once the subject rules are notified and will give appropriate impact in
the financial results in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
E To meet with documentation requirement of the bank , Who have extended working capital facilities to Gokul Agri International Limited, a
wholly owned subsidiary of the company , The Company has provided the corporate guarantee to the extent ' 5575 Lakhs, As the guarantee
is for short term and there is no interest benefit to subsidiary the company has not charged or provided any commission for the same.
35. Employee Benefits Obligations
Defined Contribution Plan:
The company has recognised as an expense in the statement of profit & loss in respect of defined contribution plan- Provident and other
fund of ' 13.70 Lakhs (Previous Year ' 12.77 Lakhs ) administered by the government
Retirement Benefits
As per Ind AS 19 the Company has recongnised "Employees Benefits", in the financial Statements in respect of the employee benefits
Schemes as per Actuarial Valuation as on 31st March, 2025.
Defined benefit plan and long term employment benefit
a. Defined Benefit Plan (Gratuity)
The company has a defined benefit gratuity plan .every employee who has completed five years and more service gets a gratuity on
death or resignation or retirement at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with
insurance company in the form of qualifying insurance policy
b. Long Term Employment Benefit (Leave Wages)
Leave wages are payable to all eligible employees at the rate of daily salary for each day of accumulated leave on death or resignation
or upon retirement on attaining superannuation age.
"(1) Investment in Subsidiary/Associate carried at amortised cost. Fair Value of financial Assets and Liabilities are measured at Amortized cost
is not materially different from the Amortized cost Furthers impact of time value of money is not Significant for the financial instrument
classified as current. Accordingly fair value has not been disclosed seperately."
Types of inputs are as under:
Input Level I (Directly Observable) which includes quoted prices in active markets for identical assets such as quoted price for an Equity
Security on Security Exchanges
Input Level II (Indirectly Observable) which includes prices in active markets for similar assets such as quoted price for similar assets in
active markets, valuation multiple derived from prices in observed transactions involving similar businesses etc.
Input Level III (Unobservable) which includes management's own assumptions for arriving at a fair value such as projected cash flows
used to value a business etc.
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable
inputs used.
Financial instruments measured at fair value
Type Valuation technique
Currency Futures Based on exchange rates listed on NSE/MCX stock exchange
Commodity futures Based on commodity prices listed on MCX/ NCDX/ACE stock exchange
Forward contracts Based on FEDAI Rates
Interest rate swaps Based on Closing Rates provided by Banks
Open purchase and sale contracts Based on commodity prices listed on NCDEX stock exchange, and prices Available on SolventExtractor's
association (SEA) along with quotations from brokers and adjustments made for gradeand location of commodity
Options Based on Closing Rates provided by Banks
B. Financial Risk Management:-
The Company has exposure to the following risks arising from financial instruments:
• Credit Risk ;
• Liquidity Risk ; and
• Market Risk
- Currency Risk
- Interest Rate Risk
- Commodity Risk
- Equity Risk"
Risk Management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management
framework. The Company manages market risk through a treasury department, which evaluates and exercises independent control over
the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are
approved by Board of Directors. The activities of this department include management of cash resources, borrowing strategies, and ensuring
compliance with market risk limits and policies.
The Company's Risk Management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk
limits and controls and to monitor risks and adherence to limits. Risk Management policies and systems are reviewed regularly to reflect
changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Audit Committee oversees how management monitors compliance with the Company's Risk Management policies and procedures,
and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is
assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the Audit Committee.
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 investments in debt securities.
The carrying amount of following Financial Assets represents the maximum credit exposure:
Other Financial Assets
The Company maintains its Cash and Cash equivalents and Bank deposits with banks having good reputation, good past track record and
high quality credit rating and also reviews their credit-worthiness on an on-going basis.The derivatives are entered into with bank and
financial institution counter parties, which are considered to be good.
Trade Receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographicsof the
customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managedthrough credit approvals,
establishing credit limits and continuously monitoring the creditworthiness of customers to whichthe Company grants credit terms in the
normal course of business.
ii 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.
Exposure to Liquidity Risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted,
and include estimated interest payments and exclude the impact of netting agreements.
The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted Cash Flows relating to derivative financial
liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net
cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous
gross cash settlement.
Excessive Risk Concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical
region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in
economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments
affecting a particular industry.
In order to avoid excessive concentrations of risk, the policies and procedures include specific guidelines to focus on the maintenance of a
diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. Selective hedging is used within the
Group to manage risk concentrations at both the relationship and industry levels.
Financial instruments - Fair Values and Risk Management
iii Market Risk
Market Risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the
Company's income or the value of its holdings of financial instruments.Market risk is attributable to all market risk sensitive financial
instruments including foreign currency receivables and payables and short term debt. We are exposed to market risk primarily related to
foreign exchange rate risk, interest rate risk and the value of our investments. Thus, our exposure to market risk is a function of investing and
borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to
avoid excessive exposure in our foreign currency revenues and costs.
Currency Risk
The Company is not exposed to foreign currency risk during the year ended 31 March 2025 as the Company does not have any foreign
currency denominated monetary assets or liabilities as at 31 March 2025. Accordingly, it is not exposed to foreign currency risk at the
reporting date.
Interest Rate Risk
The Company does not have any borrowings and is therefore not exposed to interest rate risk from debt obligations. However, it is subject to
interest rate risk on the loans it has extended to its subsidiaries and associate companies, which are linked to variable interest rates.
Exposure to Interest Rate Risk
Changes in market interest rates may impact the interest income earned from these financial assets. The Company monitors interest rate
movements and evaluates the impact on its returns. As at 31 March 2025, the total exposure to variable rate loans was ' 3978.96 lakhs.
Cash Flow Sensitivity Analysis For Variable Interest Rate
The following table demonstrates the sensitivity of the Company's profit before tax to a reasonably possible change in interest rates on loans
given at variable rates. The analysis assumes all other variables remain constant.
Commodity Risk
The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, governmentpolicies,
changes in global demand resulting from population growth and changes in standards of living and global productionof similar and
competitive crops. During its ordinary course of business, the value of the Company's open sales and purchases commitments and inventory
of raw material changes continuously in line with movements in the prices of the underlying commodities. To the extent that its open
sales and purchases commitments do not match at the end of each business day, the Company is subjected to price fluctuations in the
commodities market.
While the Company is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its risks arising fromsuch fluctuations
by hedging its sales either through direct purchases of a similar commodity or through futures contracts onthe commodity exchanges. The
prices on the commodity exchanges are generally quoted up to twelve months forward.
In the course of hedging its sales either through direct purchases or through futures, the Company may also be exposed to theinherent risk
associated with trading activities conducted by its personnel. The Company has in place a risk management systemto manage such risk
exposure.
Equity Risk
Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value ofsome of the
Company's investments in Fair value through Other Comprehensive Income securities exposes the Company to equity price risks. In general,
these securities are not held for trading purposes. These investments are subject to changes in the market price of securities. The fair value
of equity securities as of March 31,2024, was ' Nil [FY 2022-2023 ' Nil Lakh]. A Sensex standard deviation of 5% [FY 2022-2023- 5%] would
result in change in equity prices of securitiesheld as of March 31,2024 by ' Nil Lakh. [ FY 2022-2023 ' Nil Lakh]
42. Capital Management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Company monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total
liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted
equity comprises all components of equity.
44. Other Amendments with respect to Schedule III
1. The company does not have any Benami property, where any proceeding has been initiated or pending against the company for
holding any Benami property.
2. The company is not declared as wilful defaulter by any bank or financial Institution or other lender.
3. There is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237of the Companies Act,
2013.
4. The company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the
Income Tax Act, 1961.
5. The company have not traded or invested in Crypto currency or Virtual Currency during the year.
6. The company does not have any transactions with companies struck off.
7. The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
8. The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
9. The company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in 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.
45. Approval of Financial Statements
The financial statements of the company has been approved in the board meeting held on 28th May, 2025.
As per our report of even date attached For and on behalf of the board
For M.R. Pandhi & Associates Dharmendrasinh Rajput Shaunak Mandalia
Chartered Accountants Managing Director Director & CFO
(Registration No: 112360W) DIN 03050088 DIN 06649347
A R Devani Praveen Khandelwal Abhinav Mathur
Partner Chief Executive Officer Company Secretary
Membership No:170644 Membership No. A22613
UDIN: 24170644BKFEOF4617
28th May, 2025, Ahmedabad 28th May, 2025, Ahmedabad
|