i. Pursuant to the Special Resolution Passed by Shareholders of the Company at their Extra Ordinary General Meeting held on July 30, 2022, the Company has allotted, on preferential basis, 34,50,000 Equity Shares of Face Value of ? 10/- Each at Price of ? 145/- Per Shares to persons forming part of Promoters against conversion of an Unsecured Loan of ? 50,02,50,000/- extended by such Promoters.
ii. "Pursuant to the Special Resolution Passed by Shareholders of the Company at their Extra Ordinary General Meeting held on August 19, 2023, the Company has Splitted its Authorised Share Capital of ? 47,00,00,000/-, divided into 450,00,000 Equity Shares of Face Value of Rs 10/- Each and 20,00,000 Preference Shares of Face Value of ? 10/- Each, and the Authorised Share Capital of the Company, after Split is ? 47,00,00,000/- consist of ? 45,00,00,000/- Equity Share Capital divided into 22,50,00,000 Equity Shares of Face Value of ? 2/- Each and
1.00. 00.000 Preference Shares of Face Value of ? 2/- Each.
Further, pursuant to the Special Resolution Passed by Shareholders of the Company at their Extra Ordinary General Meeting held on August 19, 2023, the Company has increased its Authorised Share Capital from ? 47,00,00,000/-(Rupees Forty-Seven Crores Only) divided into 22,50,00,000 Equity Shares of Face Value of ? 2/- Each and
1.00. 00.000 Preference Shares of Face Value ? 2/- Each to ? 57,00,00,000/- (Rupees Fifty Seven Crores Only) divided into 27,50,00,000 Equity Shares of Face Value of ? 2/- Each and 1,00,00,000. Preference Shares of Face Value ? 2/- Each accordingly amended Clause V of Memorandum of Association."
iii. Pursuant to the Special Resolution Passed by Shareholders of the Company at their Extra Ordinary General Meeting held on April 04, 2023, the Company has allotted, on preferential basis, 58,40,000 Equity Shares of Face Value of ? 10/- Each at Price of ? 154/- Per Shares to persons forming part of Promoters against conversion of an Unsecured Loan of ? 89,93,60,000/- extended by such Promoters.
iv. Pursuant to the Special Resolution Passed by Shareholders of the Company at their Extra Ordinary General Meeting held on June 17, 2023, the Company had allotted 3,82,052 Equity Shares of Face Value of ? 10/- Each and 3,92,855 Compulsory Convertible Preference Shares of face value of ? 10/- Each on the Private Placement Basis at a Price of ? 980/- Per Share and raised ? 75,94,08,860/-
v. The Board vide its resolution passed at the meeting held on December 04, 2023, convert all 19,64,275 CCPS of ? 2/- per share into 14,47,357 Equity Shares of face value of ? 2/- per share in the ratio of 1:0.73
vi. The Company has completed initial public offer (IPO) of 3,02,11,480 equity shares of the face value of ? 2/- each at Price of ?316 for Eligible Employees and ? 331 for all other categories of Investors aggregating to ? 10,000 million. The equity shares of the Company were allotted on January 12, 2024 vide board resolution dated January 12, 2024. The equity shares of the Company were listed on January 16, 2024 on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
16.1 Right, Preferences & Restrictions Attached to the Shares:
As on March 31,2024 the Company has two Classes of Shares referred to as Ordinary Equity Shares having a par value of ?2/- each & Preference Shares having a par value of ?2/- each. Each holder of Ordinary Equity Shares is entitled to one vote per share.
In the event of the Liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts including Preference shareholders. The distribution will be in proportion to the number of the equity shares held by the shareholders.
Description of Reserves
Securities Premium: - Amounts received on issue of shares in excess of the par value has been classified as securities premium
Foreign Currency Translation Reserve: - Consist of unrealized exchange difference on long term monetary items pursuant to adoption of para 46A to Accounting Standard 11, as prescribed by para D3 of IND AS 101.
Retained Earnings: - Retained Earnings comprise of the company's undistributed earnings after taxes and other comprehensive income. The item of Other Comprehensive income consists of remeasurement of net defined benefit liability/ asset
1. As at March 31, 2024 ? 491.65 Millions (March 31, 2023, ?5481.38 Millions) of the total outstanding borrowings were secured by a charge on property, plant and equipment, inventories, receivables and other current assets.
2. As at March 31, 2024, the register of charges of the Company as available in records of the Ministry of Corporate Affairs (MCA) includes charges that were created/modified since the inception of the Company. There are certain charges which are historic in nature and it involves practical challenges in obtaining no-objection certificates (NOCs) from the charge holders of such charges, despite repayment of the underlying loans. The Company is in the continuous process of filing the charge satisfaction e-form with MCA, within the timelines, as and when it receives NOCs from the respective charge holders.
3. Details of Borrowing as at March 31,2024 is as below :-Term Loan from Bank
i. 113.2 Million) by Punjab National Bank is repayable in Quarterly Installment and Last Installment will be on 9th Sep, 2027 having interest rate of MCLR 1 yr 3.50%.
ii. Rupee Loan outstanding as at 31st March, 2024 Rs. Nil (31st March, 2023 Amounting to Rs. 68.08 Million) by Punjab National Bank is repayable in Monthly Installment and Last Installment will be on 31st May, 2026 having interest rate of MCLR 1 yr 1% with 9.25% ceiling.
iii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March 2023 Amounting to Rs. 42.79 million) by Punjab National Bank is repayable in Monthly Installment and Last Installment will be on 30th Nov, 2027 having interest rate of MCLR 1 yr 1% with 9.25% ceiling.
iv. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March 2023 Amounting to Rs. 32.0 million) by Bank of Baroda is repayable in Monthly Installment and Last Installment will be on 19th Feb, 2028 having interest rate of MCLR 1 yr 1%with 9.25% ceiling.
v. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (Million 31st March 2023 Amounting to Rs. 46.59 Million) by Bank of Baroda is repayable in Monthly Installment and Last Installment will be on 25th Mar, 2026 having interest rate of MCLR 1 yr 1% .
vi. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March 2023 Amounting to Rs. 68.20 Million) by Bank of India is repayable in Monthly Installment and Last Installment will be on 29th Jan, 2026 having interest rate of MCLR 1 yr 1% .
vii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 118.75 Million) by Bank of India is repayable in Monthly Installment and Last Installment will be on 08th Jul, 2026 having interest rate of MCLR 1 yr 1% .
viii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 96.20 Million) by Union Bank of India is repayable in Monthly Installment and Last Installment will be on 02nd Dec, 2027 having interest rate of MCLR 1 yr 0.6 % .with 9.25% Ceiling.
ix. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 160.93 Million) by Union Bank of India is repayable in Monthly Installment and Last Installment will be on 05th Jul, 2026 having interest rate of MCLR 1 yr 0.6 % .with 9.25% Ceiling .
x. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 48.85 Million) by IDBI Bank is repayable in Monthly Installment and Last Installment will be on 31st March, 2026 having interest rate of MCLR 1 yr with 9.25% Ceiling .
xi. USD Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (Pertaining to 6 Million USD) & 31st March, 2023 Amounting to Rs. 592.84 Million (Pertaining to 7.2 Million USD) by EXIM Bank is repayable in Monthly Installment and Last Installment will be on 30th September, 2025 having interest rate of 3M SOFR 445bps .
xii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 49.60 Million) by Bank of India is repayable in Monthly Installment and Last Installment will be on 01st May, 2028 having interest rate of MCLR 1 yr with 8.25% Ceiling .
xiii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 100.00 Million) by Saurashtra Grahmin Bank is repayable in Monthly Installment and Last Installment will be on 01st September, 2028 having interest rate of 9.25% .
xiv. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 Amounting to Rs. 47.60Million) by IDBI Bank is repayable in Monthly Installment and Last Installment will be on 30th January, 2028 having interest rate of MCLR 1 yr with 9.25% Ceiling.
Loan from Bank & Financial Institution
i. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. Nil (31st March, 2023 is 0.2 Million.) by HDFC Bank is repayable in Monthly Installment and Last Installment will be on 05th August, 2023 having interest rate of MCLR 1 yr with 8.86% Ceiling .
ii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. 6.41 Million (Million 31st March, 2023 is 2.92 Million.), by Chola Mandalam is repayable in Monthly Installment and Last Installment will be on 15th March, 2025 having interest rate of MCLR 1 yr with 9.51% Ceiling .
iii. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. 2.91 Million (31st March, 2023 is 4.59 Million.) by Electronica Finance Limited is repayable in Monthly Installment and Last Installment will be on 5th April, 2027 having interest rate of 12.5%.
iv. Rupee Loan outstanding as at 31st March, 2024 Amounting to Rs. 17.18 million (31st March, 2023 is 20.27 Million.) by Chola Mandalam is repayable in Monthly Installment and Last Installment will be on 1st January 2027 having interest rate of 12.5%.
v. Rupee Loan outstanding as at 31st March, 2024 is 29.44 Million (31st March, 2023 Amounting to Rs. Nil) by Union Bank of India is repayable in Monthly Installment and Last Installment will be on 17th July, 2030 having interest rate of 8.85%.
Loan Repayable on Demand
i. Working Capital Limits of Rs. 986.8 Million provided by Union Bank of India which is to be renewed every year is having Interest Rate of MCLR 1yr 4.25%. Less 2.60% Concession.
ii. Working Capital Limits of Rs. 830.0 Million provided by State Bank of India which is to be renewed every year is having Interest Rate of MCLR 6M 2.00%.
iii. Working Capital Limits of Rs. 496.0 Million provided by Bank of India which is to be renewed every year is having Interest Rate of MCLR 1yr 3.30%.
iv. Working Capital Limits of Rs. 385.0 Million provided by IDBI Bank which is to be renewed every year is having Interest Rate of MCLR 1yr 4.45%.
v. Working Capital Limits of Rs. 320.0 Million provided by Bank of Baroda which is to be renewed every 6 Months is having Interest Rate of MCLR 1yr 7.00%.
vi. Working Capital Limits of Rs. 200.0 Million provided by Oriental Bank of Commerce which is to be renewed every year is having Interest Rate of MCLR 1yr 3.50%.
vii. Working Capital Demand Loan Limits of Rs. 400.0 Million provided by Saurashtra Gramin Bank which is to be renewed every year is having Interest Rate of 10.65% Card Rate.
Fair value hierarchy
• The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below:
• Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes the Company's investments in Gold Funds; prices of which have been derived from MCX.
• Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or inpart, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. This level includes investment in unquoted equity shares.
40. Financial risk management objectives and policies
The risk management policies of the Company 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 Management has overall responsibility for the establishment and oversight of the Company's risk management framework.
In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk.
40.(a) Credit risk
Company have provided details of revenue from single largest customer, revenue from top 5 Customer below: a) The following table gives details in respect of revenues generated from top customer and top 5 customers:
• Financial Assets:
The Carrying amounts of trade receivables, loans and advances to related parties and other financial assets, cash and cash equivalents are considered to be the approximately equal to the fair values.
• Financial Liabilities
Fair values of Loans from banks, other financial liabilities and trade payables are considered to be approximately equal to the carrying values.
• Investments carried at fair value are generally based on market price quotations. The investments included in the level 3 of the fair value hierarchy have been valued using the cost approach to arrive at their fair value. Cost of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.
• Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
40.(b) Foreign currency risk
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency for transactions transacted in USD, EURO & Other Currencies. The Company has sales, purchase, borrowings etc. in foreign currency.
Foreign exchange exposure is partially balanced by purchasing in goods, commodities and services in the respective currencies.
The company evaluate exchange rate exposure arising from foreign currency transactions and the company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.
40.(C) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Company has interest rate risk exposure mainly from changes in rate of interest on borrowing & on deposit with bank. The interest rate are disclosed in the respective notes to the financial statement of the Company. The following table analyze the breakdown of the financial assets and liabilities by type of interest rate:
41. Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to maintain optimum levels of liquidity at all times to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimized cost.
The Company's maximum exposure to credit risk for the components of the balance sheet at 31 March 2023 and 31 March 2022 is the carrying amounts. The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The average credit period taken to settle trade payables is about 90 days. The other payables are with short-term durations. The carrying amounts are assumed to be a reasonable approximation of fair value. The following table analysis financial liabilities by remaining contractual maturities:
At present, the Company does expects to repay all liabilities at their contractual maturity. In order to meet such cash commitments, the operating activity is expected to generate sufficient cash inflows.
Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company's capital management is to maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company's policy is to keep optimum gearing ratio. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
45. The company has investments of Rs. 2,418.07 Millions and outstanding loans and advances of Rs. 93.86 Millions as at March 31 2024 in its wholly owned subsidiary Jyoti SAS, France which are stated at Note no. 5 & 13 respectively to the Notes to the Standalone Financial Statements which in turn are invested in Huron Graffenstanden SAS France, its operating step-down subsidiary. In view of recurring losses recorded by the operating step-down subsidiary there is substantial erosion in networth of the wholly owned subsidiary. The company's management has tested this investments, loans and advances for impairment in accordance with IND As 36 by comparing its recoverable amount with its carrying amount as at March 31, 2024. There has been a constant recovery in the business of operating step-down subsidiary since March, 2023 till date. The recoverable amount of the investments and loans and advances in the wholly owned subsidiary is assessed based on future discounted cash flows of the subsidiary including operating step-down subsidiary and also considering the management's commitment towards the strategic nature of investments and business of step down subsidiary, no provision for impairment is required to be made in respect of these investment and loans & advances.
46. The company started building medical devise, mainly ventilators in view of the global pandemic which struck India in March 2020 as a good corporate measure towards social responsibility and as a goodwill gesture to fight this unknown disease. The company does not have any intention of pursuing the said business in future and hence shall not form part of the overall portfolio of business going forward. Accordingly, the company has not disclosed information under Segment Reporting as this has not been considered as an Operating Segment.
47. The outstanding balances as at March 31, 2024 in respect of Trade Payables, Trade Receivables, Loans & Advances and deposits are subject to confirmation from respective parties and consequential reconciliation and/ or adjustments arising there from, if any. The Management, however, does not expect any material variation.
48. According to the opinion of the Management, the value of realization of current assets, loans and advances and other receivables in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.
49. Additional Regulatory Information Required by Schedule III
A. Details of Benami Property held
"No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder."
B. Borrowing secured against current assets
The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.
C. Willful Defaulter
None of the entities in the Company have been declared willful defaulter by any bank or financial institution or government or any government authority.
D. Relationship with Struck off Companies under section 248 of the Companies Act, 2013
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
E. Registration of charges or satisfaction with Registrar of Companies
The parent company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
F. Compliance with number of layers of companies
The parent company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
G. Compliance with approved Scheme(s) of Arrangements
"The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year."
H. Undisclosed Income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
I. Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
J. Valuation of PP&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
K. Title deeds of immovable properties not held in name of the company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in notes 5A and 6 to the financial statements, are held in the name of the Company.
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