(XVII) Provisions, Contingent Liabilities & Contingent Assets.
Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligationas a result of past events and it is probable that there will be outflow of resources. Contingent Liabilities are notrecognized but are disclosed in Notes. Contingent Assets are neither recognized nor disclosed in the financialstatements.
(XVIII) Employee benefits
Liabilities for Salaries and Wages to employees are expected to be settled wholly within 12 months after the end of theperiod in which the employee renders the related service and are measured at the amounts expected to be paid when theliabilities are settled. The liabilities are presented as current employee benefit obligations in the Balance Sheet.
a. Short Term Employee Benefits.
Employee benefits payable wholly within twelve months of rendering of the service are classified as short tememployees benefits and are recognised in the period in which the employee renders the related service.
b. Defined Contribution Plan:
Defined Contribution Plans such as Provident Fund etc., are charged to the Statement of Profit and Loss as incurred.
c. Defined Benefits Plan:
Post employment and other long term employee benefits in the form of Gratuity is considered as defined benefitobligation.
Gratuity
Gratuity is provided for the year under Defined Benefit Plan as per the Actuarial valuation. The liability or assetrecognized in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefitobligation at the end of the reporting period less the fair value of plan assets.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions arerecognised in the period in which they occur, directly in other comprehensive income. They are adjusted to retainedearnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments arerecognised immediately in profit or loss as past service cost.
(XIX) Contribution Equity
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown inequity as a deduction, net of tax, from the proceeds.
(XX) Earnings Per Share
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Companyby the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share iscomputed by dividing the net profit attributable to the equity holders of the Company by the weighted average numberof equity shares considered for deriving basic earnings per equity share and also the weighted average number ofequityshares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equityshares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the averagemarket value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as at thebeginning of the period, unless issued at a later date.Dilutive potential equity shares are determined independently foreach period presented. The number of equity shares and potentially dilutive equity shares are adjusted retrospectivelyfor all periods presented for any share splits and bonus shares issues including for changes effected prior to the approvalof the financial statements by the Board of Directors.
(XXI) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rupees in Millions asper the requirement of Schedule III, unless otherwise stated.
(XXII) Standards issued but not yet effective
The Ministry of Corporate Affairs (MCA), vide notification dated 7 May 2025, has issued the Companies (IndianAccounting Standards) Amendment Rules, 2025. The said rules amend Ind AS 21, The Effects of Changes in ForeignExchange Rates, introducing detailed guidance on assessing exchangeability of currencies, estimating spot exchangerates where exchangeability is lacking, and related disclosure requirements. The amendments are applicable for annualreporting periods beginning on or after 1 April 2025 and are therefore not applicable for the current financial year.
The Company is evaluating the impact of these amendments and does not expect any material impact on its financialstatements.
Nature of Security and Terms of Repayment
I. Security Particulars of HDFC Bank Pre-Shipment Finance, Cash Credit Facility, Post Shipment Finance, WorkingCapital Demand Loan and Term Loan (Facility limit of Rs. 2600 millions.)
a. Primarily secured by:
Hypothecation of all present and future current assets, movable fixed assets of the company. The charge to be shared on 1stpari-passu basis with Yes Bank & Axis Bank.
b. Collaterally secured by :
Equitable mortgage on pari-passu basis of various residential properties, industrial plots comprising of factory buildingsand other commercial properties details of which are as follows:-
Residential Properties: First Pari Passu charge on following Properties:-
1. Property bearing Door No. 19-10-629, Umaya gardens, T Sy. No. 225 -1A and R Sy Nos: 350 - 1A, 86 AttavarVillage, B R Karkera Road, Pandeshwar, Mangalore Taluk, Dakshina Kannada District - 575001
2. Property bearing Door No. 19-10-623/11, Umaya gardens, Block A, T Sy. No. 225 -2B and R Sy Nos: 350 -2B &350-2B, 85 Attavar Village, B R karkera Road, Pandeshwar, Mangalore Taluk, Dakshina Kannada, District -575001
3. Property bearing, Umaya gardens, Block B, T Sy. No. 225-2B & 225 -2B and R Sy Nos : 350 - 2B, 85 AttavarVillage, B R Karkera Road, Pandeshwar, Mangalore Taluk, Dakshina Kannada District- 575001
4. Property bearing Door No. 3 - 464/3, Sy Nos: 94 - 1P of Munnur Village & 46-2(P) of 95 Permannur Village, 3rdCross Santoshnagar, Kuthar, Mangalore Taluk, Dakshina Kannada, District - 575017
Industrial Properties: First Pari Passu charge on following Properties:-
1. Property bearing R Sy No: 172 - 2 & T Sy Nos : 14 / 2(D), Door Nos : 18-2-16/4(2), 16/4(3) and 16/4(5) MukkaSea Food Industries Private Limited Building”, Attavar Village, Milrages Ward, Mangalore Taluk, DakshinaKannada - 575001
2. Property bearing Plot No: 140C, Door No: 6- 82, Sy No: 85, Baikampady Village, Baikampady Industrial Estate,Mangalore, Dakshina Kannada - 575011
3. Property bearing No 49, R Sy No: 12-3A, 12-3B, Door Nos: 14-161, 162, 163 & 164 Surathkal Village, Mangaloretaluk, Dakshina Kannada - 574146 and Property bearing, R Sy No 203/5, Door Nos: 14-158, 159 and 160 SurathkalVillage, Mangalore taluk, Dakshina Kannada - 574146.
4. Property bearing Plot No: 139 A, Sy No: 85 & 124, Baikampady Village, Baikampady Industrial Estate, Mangalore,Dakshina kannada - 575011.
5. Property bearing Plot No: 139 /A2, Door No: 6-83 & 6-84, R Sy No: 124/P, Baikampady Village, BaikampadyIndustrial Estate, Mangalore, Dakshina kannada - 575011.
Industrial Property: Exclusive charge on EM on land and building admeasuring 3.65 acres situated at SNo.84p1,84p2,100p1 at Kadiyali Tq village, Rajula Dist, Amrelli
-Personal guarantees following Directors / Shareholders of the company:-
(i). Mr. K. Abdul Razak (ii) Mr. K. Mohammed Haris (iii) Mr. K. Mohammed Arif (iv) Mr. K Mohammed Althaf (v)
Mrs. Umaiyya Banu
- Corporate Guarantee of M/s Haris Marine Products Pvt Ltd
-10% Cash margin (only for SBLC Limit) and 10% margin on order book for Pre-shipment finance.
-25% margin for Cash Credit / WCDL
c) Repayment Schedule
• Pre-shipment Finance : 6 months
• Post Shipment Finance : 3 months
• Cash Credit: Repayable on Demand
• WCDL : Max 90 days
II. Security Particulars of Term Loan of Rs. 11.01 millions availed from HDFC Bank Ltd
The loan is repayable in 36 equal monthly installments of Rs. 0.31 millions starting from 19th October 2023 which ends on 18thSeptember 2026.
III. Security particulars of SBLC for funding to subsidiary Ocean Aquatic Proteins LLC at Oman through Gift Cityfrom HDFC Bank ( facility limit of Rs. 99.44 millions.)
i. Exclusive charge of Commercial Property Property bearing Door No: 17-3- 124/1, 17-3-124/2, 17-3-124/3, 17-3-124/4 and17-3-124/5 with R Sy No: 1/2A1B & 1/1A and T. S, No. 731/2A1B and 731/1A, Jappinamogaru Village, Falnir Ward, FatherMulleurs Road, Valencia, Mangalore 575002
ii. 10% cash margin for SBLC limit to be used for funding of Oman Subsidiary from Gift City.
iii. Personal guarantees following:-
(i). Mr. K. Abdul Razak (ii) Mr. K. Mohammed Haris (iii) Mr. K. Mohammed Arif (iv) Mr. K Mohammed Althaf (v) Mrs.Umaiyya Banu
IV. Security particulars of Various Credit Facilities from Yes Bank ( facility limit of ? 250.00 millions.)
Hypothecation of all present and future current assets and movable fixed assets of the company. The charge to be shared on 1stpari-passu basis with HDFC Bank.
-EMT on pari-passu basis of residential properties, industrial plots comprising of factory buildings and other commercialproperties mentioned in detail under Facility I with HDFC Bank above.
c. Rate of Interest
Repo rate 4.02% p.a
d. Margin
25% of (Inventory Receivables <=90 days advance to suppliers - creditorsadvance from customers) of the Company -invoices/ orders funded under Pre/post shipment credit
V. Security Particulars of Axis Bank Cash Credit Facility, Working Capital Demand Loan, Export Packing Credit, PreShipment Finance, (Facility limit of Rs. 500 millions.)
a. Rate of Interest :
EPC: Repo 2.25%(presently 8.75%p.a), payable at monthly intervals.
PCFC: To be decided at the time of drawdown subject to availability of foreign currency funds
b. Primarily secured by :
Hypothecation of all present and future current assets and unencumbered movable fixed assets of the company. The chargeto be shared on 1st pari-passu basis with HDFC Bank & Yes bank.
c. Collateraly secured by:
'Fixed deposit of 20% of overall facility to be kept under lien.
'-Personal guarantees following Directors / Shareholders of the company:-
d. Terms of Repayment of WCDL
Working capital Demand loan is repayable on demand.
e. Special Condition
'The EPC/PCFC shall be permitted on running account basis. In such a case the company to provide LC/Firm Order within45 days.
VI. Vehicle Loans from HDFC Bank
a. Vehicle Loan I - The loan is secured against hypothecation of Motor Vehicle against which loan is availed. The Loan isrepayable in 60 EMI of ? 0.07 millions each starting from April 2021 and ends on March 2026.
b. Vehicle Loan II - The loan is secured against hypothecation of Motor Vehicle against which loan is availed. The Loan isrepayable in 48 EMI of ? 0.06 millions each starting from March 2022 and ends on February 2026.
Note:
A. During the financial year 2017-18 a search and seizure operation under Section 132 of the Income Tax Act, 1961 wascarried out by the Income Tax Authorities on the Company’s premises. The company has filed income tax return u/s 153Aof the Income tax Act for the Assessment year 2012-13 to 2017-18. The company has received assessment order undersection 153A for AY 2012-13 to 2017-18 and under section 143(3) for AY 2018-19 wherein Income tax department raiseddemand against the company. Company appealed against the orders to Commissioner of Income Tax (Appeals). Further,income tax demand of Rs. 23.97 millions is raised by department for AY 20-21 against which company has filedcondonation for delay in filling form 10-IC & income tax returns.
The ITAT passed a common order for AY 2013-14 to 2017-18 in ITA No. 431 to 435/Bang/2024 dated 03.07.2024. ForAY 2014-15 in ITA No. 432, the Hon’ble ITAT allowed the appeal of the assessee and modified and closed the order.
The Company has received demand under section 154 for Rs. 96.63 millions for AY 18-19 and Rs. 72.87 millions for AY23-24 and demand under section 143(1) for AY 24-25
B. 'The Company is engaged in a litigation with the CGST Authorities regarding the classification and taxability of FishSoluble Paste for the period from 01.10.2019 to 26.07.2023. Pursuant to proceedings under Section 73 of the CGST Act,2017, a demand aggregating to ?9.82 crore (IGST ?95.78 millions, CGST ?11.63 millions, SGST ?11.63 millions) wasraised by the Additional Commissioner, CGST & Central Excise, Mangaluru. The said demand was contested before theFirst Appellate Authority under Section 107 of the CGST Act, which upheld the order. Based on legal advice, theCompany considers the order to be erroneous and has resolved to file an appeal before the Hon’ble GST AppellateTribunal under Section 112. In compliance with statutory provisions, the requisite pre-deposit has been made and anundertaking submitted, staying recovery proceedings. The matter is sub judice. The management does not foresee anymaterial adverse impact on the Company’s financials, operations, or going concern status.
Fair Value Hierarchy
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. In absence of specified maturity period, the carrying amount of the non-current financial assetsand non-current financial liabilities such as security deposits, are considered to be same as their fair values. With respect toCorporate Guarantees, the management has determined the fair value of such guarantee contracts as ‘Nil’ as the subsidiarycompany is not being benefited significantly from such guarantees.
Note 41 Financial Risk Management
The Company has exposure to the following risks from its use of financial instruments :
> Credit risk
> Liquidity Risk
> Market Risk
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk managementframework. The Board of Directors has established a risk management policy to identify and analyze the risks faced by theCompany, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management systems arereviewed periodicially to reflect changes in market conditions and the Company’s activities.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchangerates, interest rates, credit, liquidity and other market changes. The Company has medium exposure to said market risk.
Liquidity Risk :
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financialliabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is toensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal andstressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
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 itscontractual obligations and arises principally from the Company's trade receivables, and other activities that are in nature ofleases.
Exposure to credit risk
The gross carrying amount of financial assets, net of any imapirment losses recognized represents the maximum creditexposure. The maximum exposures to credit risk as at 31st March, 2025 and 31 March 2024 was as follows :
Note 42 : Capital Management
The company's capital comprises equity share capital, retained earnings and other equity attributable to equity holders. Theprimary objective of company's capital management is to maximise shareholder's value. The company manages its capital andmakes adjustment to it in light of the changes in economic and market conditions.
The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. Net Debts comprisesof long term and short term borrowings less cash and bank balances. Equity includes Equity share capital and reserves that aremanaged as capital. The gearing at the end of the reporting period was as follows:
b. There are no proceedings that have been initiated or pending against the Company for holding any benami propertyunder the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier BenamiTransactions (Prohibition) Act, 1988) and the rules made thereunder.
c. The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
d. Relationship with Struck off Companies
e. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read withCompanies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the specified layers.
A. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any othersources or kind of funds) to any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with theunderstanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the company (“Ultimate Beneficiaries”); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has 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
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
g. During the year, the company has been sanctioned working capital limits in excess of ? five crores in aggregate frombanks on the basis of security of current assets of the entities. The quarterly returns/statements filed by these entitieswith such banks were not in agreement with the unaudited books of account of these entities on account of timingdifference in reporting to the banks and routine bookclosure process and the details of which are as follows:
h. Undisclosed Income : The Company does not have any transaction not recorded in the books of accounts that has beensurrendered 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). Further, there was no previouslyunrecorded income and no additional assets were required to be recorded in the books of account during the year.
i. Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Crypto currency orVirtual Currency during the financial year ended March 31, 2025. Further, the Company has also not received anydeposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency.
The significant event after the end of the reporting period which requires any disclosure in the Standalone FinancialStatements are as follows:
During FY 2024-25, the Company has approved the strategic investments in FABBCO Bio Cycle & Bio ProteinTechnology Private Limited and GSM Marine Export, acquiring 51% stake in each. FABBCO Bio Cycle & Bio ProteinTechnology Private Limited operates in insect protein and waste processing, while GSM focuses on fish meal and fishoil production. The total cash outlay will be of ?20 crore, and both investments support core and allied businessexpansion. These acquisitions are expected to enhance synergies, diversify revenue, and strengthen the Company’smarket position.
The Company has completed the Acquisition of 51% stake in GSM Marine Export by way of Capital contribution on21 April, 2025.
48 Previous periods’ figures have been reworked / restated / regrouped to the extent practicable, whenevernecessary.
As per our report of even date attachedFor Shah & Taparia
For and on behalf of Board
Chartered AccountantsF.R.NO. 109463W
Bharat Joshi Kalandan Mohammed Haris Kalandan Mohammed Althaf
Partner Managing Director and CEO Whole Time Director and CFO
M.No. 130863 DIN : 03020471 DIN : 03051103
Mehaboobsab Mahmadgous Chalyal
Company SecretaryACS No. A67502
Place : Mumbai Place : Mangaluru
Date: May 15, 2025 Date: May 15, 2025