3.10 Provisions, Contingent Liabilities and Contingent Assets:
The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosu re is made. A con ting ent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are neither recognised nor disclosed in standalone financial statements.
3.11 Leases:
Lease, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset during the lease term, are classified as operating leases. Lease payments under operating lease are recognised as an expense in the profit and loss account on a straight-line basis over the lease term, considering the renewal terms, if appropriate.
3.12 Earnings Per Share (EPS):
Basic EPS is computed using the weighted average number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year- end, except where the results would be anti-dilutive.
3.13 Cash and Cash Equivalents:
Cash and Cash Equivalents comprises Cash-in-Hand, Short term Deposits and Balance in Current Accounts with Banks. Cash equivalents are short -term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
3.14 Goods and Service Tax:
Goods and service tax is accounted for in the books of accounts in accordance with the provisions of the goods and service tax law for the time being in force, and the liability or the credits are accordingly disclosed in the financial information.
3.15 Events occurring after the Reporting Date:
Adjusting events (that provides evidence of condition that existed at the balance sheet date) occurring after the balance sheet date are recognized in the standalone financial statements. Material non adjusting events (that are inductive of conditions that arose subsequent to the balance sheet date) occurring after the balance sheet date are disclosed in the Board’s Report.
3.16 General:
Any other accounting policy not specifically referred to are consistent with generally accepted accounting principles.
4.5 Aggregate number of Shares allotted as fully paid up by way of bonus shares during the period of 5 years immediately preceding year:
During the year ended on 31st March, 2022, the Company has allotted 40,44,600 bonus shares of ' 10 each fully paid-up. Consequently, the Company has capitalised a sum of ' 404.46 Lakhs from "Retained earnings” and "Securities Premium” pursuant to the approval of the shareholders through circular resolution dated July 24, 2021.
4.6 Aggregate number of Shares allotted as fully paid up pursuant to scheme of amalgamation without payment being received in cash during the period of 5 years immediately preceding year:
During the year ended on 31st March, 2023, the Company has allotted 9,09,216 equity shares of ' 10 each fully paid-up (Refer note 48).
4.7
(i) The Board of Directors of the Company, at its meeting held on October 29, 2024, has declared and paid an interim dividend of ' 7.50 per equity share i.e. 75% on face value of ' 10.00 per equity share.
(ii) Board of Directors of the Company have approved the Final Dividend of ' 1.00 per equity share i.e. 10% on face value of ' 10 per equity share for the Financial Year 2024-25. This payment is subject to approval by shareholders in the ensuing Annual General Meeting.
4.8 The Company has issued equity shares of ' 10 each through preferential allotment route to Promotors/Non-promoters/Public with an object of Re-payment of Borrowings, Future Funding Requirements, Working Capital and General Corporate Purpose. The details of the same are as under:
(i) The term loan is secured by hypothecation of entire Movable and Immovable Machineries, Equipment, Electrical Installations, Furniture & Fixtures, Office Equipment and other Movable Fixed Assets of Company.
(ii) The Home Loan is Secured by mortgage of entire building and structures, furniture and fixture and all plant and machinery both present and future of the property situated at Flat No. Flat No. A/403, C/103, C/104, C/203, C/204 and C/304, Shilpi Dreams, Bharuch. The said loan was availed by Yamuna Bio Energy Private Limited (YBPL) (Since amalgamated with the Company w.e.f. 1st April, 2022). The said loan is still continuing in the name of YBPL (Shilpi Dreams).
(iii) The Tanker Loans are secured against by hypothecation of Tankers purchased out of Bank loan and the same is also Secured by Personal Guarantee of Director of Company i.e. Mr. Gaurang Shah.
(iv) The Tanker Loans are secured against hypothecation of tankers purchased out of Bank Loan.
(v) The Vehicle Loans are Secured by hypothecation of vehicle. The said loan was availed by Yamuna Bio Energy Private Limited (YBPL) (Since amalgamated with the Company w.e.f. 1st April, 2022). The loan was availed in the name of Mr. Brij
Shah, relative of Directors of the Company. The said loan is still continuing in the aforesaid names.
(vi) The Loan from Hinduja Leyland Finance Limited is in the nature of "Loan against Property (LAP)”, which is secured against security of immovable properties situated at Flat No. A/403, C/103, C/104, C/203, C/204 and C/304, Shilpi Dreams, Bharuch owned by erstwhile YBPL.
(Vii) The Term Loan under BGCEL facility is secured by hypothecation of machinery, equipment and other movable fixed assets of the firm situated at Survey No 69, Padgol, Petlad, Dist. Anand. The said loan was availed by Yamuna Bio Energy Private Limited (YBPL) (Since amalgamated with the Company w.e.f. 1st April, 2022). The said loan is still continuing in the name of YBPL.
(Viii) The unsecured loans from directors are non-interest bearing and not repayable within twelve months from the end of financial year. The unsecured loan from the subsidiary i.e. Kotyark Bio Specialities Limited, carries an interest @ 7 % p.a and is repayable on demand.
6.2 The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.
6.4 The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.
6.5 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
6.6 The Company has not received any fund from any person or entity, including Foreign entities (Funding Party), with the understanding that the Company shall (i) directly or indirectly lend or invest in other person or entities (Ultimate Beneficiary) by or on behalf of Funding Party or (ii) provides any guarantee or security on behalf of the Ultimate Beneficiary.
9.1 Cash Credit Facility availed from Bank of Baroda is repayable on demand and is secured by way of hypothecation of stocks book debts upto 90 days.
9.2 Bill discounting Facilities is secured against letter of bills purchase undertaking(LDOC - 30), letter of pledge of govt. securities (LDOC - 11) and demand/usance documentary bills having tenure no exceeding -45 days, accompanied by all dispatch documents evidencing genuine sale of good via. invoice, bill of exchange, transport operator/railway receipt or accepted delivery challans/e-bills.
34.2 Reasons for Variance more than 25%:
1) The Debt Service Coverage Ratio (DSCR) has changed due to a decrease in the repayment obligations for the year.
2) The Return on Equity has changed during the year due to a reduction in profit as compared to the previous year.
3) The change in inventory turnover ratio during the year is due to an increase in inventory held as at the year-end.
4) In the financial year 2023-24, there were no outstanding trade payables, whereas in the current year, trade payables were outstanding. This has resulted in a change in the ratio.
5) There is increase in average working capital during the year and as a result there is a change in Net capital turnover ratio.
6) The change in net profit ratio is primarily due to a change in depreciation. In the previous year, depreciation was charged on a
proportionate basis, whereas in the current year, it has been charged for the full year.
7) The Return on Capital Employed has decreased during the year due to a reduction in profit as compared to the previous year.
8) There is decrease in interest income during the year and as a result there is decrease in Return on Investment ratio.
Notes
(i) Discount Rate used for valuing liabilities is based on yields (as on valuation date) of Government Bonds with tenure similar to the expected working lifetime of the employee.
(ii) Estimates of future salary increase are based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market. This assumption has been determined in consultation with the Company.
42. The Company has not granted any Loans or Advances in the nature of loans to Promoters, Directors, KMP's and related parties which are repayable on demand or given without specifying terms or period of repayment.
43. The Company does not hold any Benami Property under the Benami Transactions (Prohibition) Act, 1988.
44. The Company has not entered into any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
45. The Company has not made any Investment in violation to the provisions related to number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
46. The Company has not traded or invested in Crypto Currency or Virtual Currency.
47. The Company has no such transactions that are 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.
48. The Board of Directors at its meeting held on August 10,
2022, approved a Scheme of Amalgamation ("Scheme") for amalgamation of Yamuna Bio Energy Private Limited ("YBPL") with Kotyark Industries Limited ("KIL/Company"), and their respective shareholders and creditors, under Section 230 to 232 of the Companies Act, 2013 and other applicable laws including the rules and regulations. The Scheme was approved by shareholders at the National Company Law Tribunal (NCLT) convened meeting of shareholders of the Company held on June 09, 2023. The NCLT, in accordance with Sections 230 to 232 of the Companies Act, 2013 and rules thereunder, vide its order Dated December 12, 2023 Sanctioned the Scheme. Upon receipt of all requisite approvals, the Company has filed form INC 28 Registrar of Companies on December 26, 2023 and accordingly the scheme became effective on December 26,
2023. As per Scheme, the appointed date for amalgamation is April 1, 2022.
The amalgamation has been accounted under the ‘pooling of interest’ method as prescribed in AS-14“Accounting for amalgamation” (“AS-14”). Outstanding balances between YBPL and KIL were Eliminated as on April 01, 2022. All the assets and liabilities of YBPL have been recognised by the Company at their carrying amounts as on that date except for adjustments to bring about uniformity of accounting policies as required under AS-14. The share capital of ' 90.92 Lakhs issued by the Company as consideration pursuant to the Scheme, has been adjusted against the corresponding Share Capital of YBPL of ' 649.44 Lakhs and the difference has been adjusted to Retained Earnings. Consequently, the Company has recognized a credit balance of ' 558.52 Lakhs in the Retained Earnings as a result of all these adjustments.
Consequent upon amalgamation become effective, the authorised share capital of the YBPL shall be added to that of KIL. In terms of Scheme the Company has issued and allotted 9,09,216 equity shares to the shareholders of YBPL as on February 23, 2024, being the record date fixed by the board of directors as per the scheme, in accordance with the share exchange ratio i.e. 14 equity shares of face value of ' 10/- each of the KIL for every 100 equity shares of face value of ' 10/- each of YBPL.
49. In the opinion of the Board, assets such as loans and advances, trade receivables and other current and non-current assets do not have a value on realisation in the ordinary course of business lesser than the amount at which they are stated.
50. Previous year’s figures have been regrouped/reclassified, where necessary, to confirm to current year’s presentation.
As per our report of even date attached
For Manubhai & Shah LLP For and on behalf of Board
Chartered Accountants Kotyark Industries Limited
Firm Regn. No.106041W/W100136
(J. D. Shah) Gaurang Shah Dhruti Shah
Partner Chairman cum Whole Time Director &
Membership No. 100116 Managing Director Chief Financial Officer
DIN:03502841 DIN:07664924
Bhavesh Nagar
Company Secretary
Place: Ahmedabad Place: Vadodara
Date: May 23, 2025 Date: May 23, 2025
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