Expiry period of carried forward tax losses:
Company has unused tax losses amounting to I 115.82 million (Previous Year: I 117.09 million), as at year end, available to reduce future income taxes. If not used, the unused tax losses will expire in the tax year 2025-2033 (Previous Year: 2024-32) and unabsorbed depreciation can be carried forward for an indefinite period.
11.2 The Company has only one class of shares referred to as equity shares having par value of I 10 each. Holder of each
equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the 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.
18. Composite Scheme of Arrangement
(a) Proposed Composite Scheme of Arrangement (Scheme), approved by the Board on 12th August 2022 between the following companies:
- HSSS Investment Holding Private Limited (Amalgamating Company-1),
- KBHB Investment Holding Private Limited (Amalgamating Company-2),
- SSBPB Investment Holding Private Limited (Amalgamating Company-3),
- Jubilant Industries Limited (JIL) is the holding company of the Amalgamated company namely, Jubilant Agri and Consumer Products Limited (JACPL), and
- Jubilant Agri and Consumer Products Limited (JACPL) (Amalgamated Company), a wholly owned subsidiary of JIL.
(b) The Companies under Composite Scheme of Arrangement had received NOC (observation letters) from National Stock Exchange of India (NSE) and BSE Limited (BSE) dated February 17, 2023. Upon receipt of NOCs (observation letters) from NSE and BSE, the Company had filed the application, under section 230 to 232 of the Companies Act, 2013 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, before jurisdictional bench of NCLT dated 28 March 2023 in respect of the Composite Scheme of Arrangement amongst the Company as mentioned above in note 18 (a).
(c) Pursuant to the Composite Scheme the Amalgamating companies would merge with the Company from the appointed date i.e. July 01,2022.
Amalgamating companies were forming part of the promoter group of the Company, which holding 10,552,342 equity shares in the Company constituting 70.04% of the Company's paid-up equity share capital. Consequent upon amalgamation of Amalgamating companies with the Company, shareholders of the amalgamating companies, directly will hold shares of the Company in the same proportion as they held through the erstwhile amalgamating companies.
* Retained earnings (accumulated losses) of the amalgamating companies is adjusted with General reserve of the Company.
(f) Pursuant to the scheme, 10,552,342 fully paid up equity shares of the face value of I 10.00 each credited as fully paid up in the share capital of the Company to the members of amalgamating companies in the ratio of their equity shareholding in amalgamating companies. There is no change in the promoter shareholding of the Company, pursuant to the scheme. The promoter continues to hold the same percentage of shares in the Company, pre and immediately post the amalgamation of amalgamating companies.
(g) Pursuant to Part C of the Scheme, upon the effective date and with effect from the appointed date, JIL shall stand amalgamated in Jubilant Agri and Consumer Products Limited (Amalgamated Company), its wholly owned subsidiary. In so far as the amalgamation of JIL into the Amalgamated Company is concerned, upon the effective date, the equity shares of the Amalgamated Company held by JIL shall be automatically cancelled, and simultaneously and concurrent with such cancellation, the Amalgamated Company shall issue and allot equity shares, such that for every 1 (One) fully paid up equity share of 1 10/- each of JIL held by the equity shareholders of JIL as on the Record Date, 1 (One) equity Share shall be issued and allotted by the Amalgamated Company. The equity shares issued by the Amalgamated Company, subject to approval/exemption from SEBI, be listed and/or admitted to trading on the stock exchanges where the equity shares of JIL are listed and/or admitted to trading.
(h) The above have been accounted for, in compliance with Ind AS 103 "Business Combination".
19. On September 03, 2020, the Board of Directors of the Company authorized to transfer its Plant and Machinery and Land and Building to a group company for a consideration based on an independent valuation.
The Company entered into an agreement to sell its Plant and Machinery and Land and Building for a consideration of 1133.00 million on securing the requisite approvals. Accordingly, the financial statements have been presented in accordance with the requirements of Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations"
Disclosure pursuant to Ind AS-105 "Non-Current Assets Held for Sale and Discontinued Operations" are as under:
20. Employee benefits in respect of the Company have been calculated as under:
A. Defined Contribution Plans
The Company has certain defined contribution plan such as provident fund, employee pension scheme, wherein specified percentage is contributed to them. During the year, the Company has contributed following amounts to:
B. Defined Benefits Plans Gratuity
In accordance with Ind AS 19 "Employee Benefits", an actuarial valuation has been carried out in respect of gratuity. The discount rate assumed is 7.13% p.a. (Previous Year: 7.35% p.a.) which is determined by reference to market yield at the Balance Sheet date on government bonds. The retirement age has been considered at 58 years (Previous Year: 58 years) and mortality table is as per IALM (2012-14) [Previous Year: IALM (2012-14)].
The estimates of future salary increases, considered in actuarial valuation is 9% p.a. for first three years and 5% p.a. thereafter (Previous Year: 9% p.a. for first three years and 5% p.a. thereafter), taking into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The sensitivity analysis above have been determined based on reasonable possible changes of the respective assumptions occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant.
(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.
22. Financial risk management
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, through three layers of defence namely policies and procedures, review mechanism and assurance aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit committee of the Board with top management oversee the formulation and implementation of the risk management policies. The risk are identified at business unit level and mitigation plan are identified, deliberated and reviewed at appropriate forums.
The Company has exposure to the following risks arising from financial instruments:
- credit risk [see(i)];
- liquidity risk [see(ii)]; and
- market risk [see(iii)].
i. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers, loans and investments.
The carrying amount of financial assets represents the maximum credit exposure.
Trade receivables and other financial assets
The Company has established a credit policy under which new customer is analysed individually for creditworthiness before the payment and delivery terms and conditions are offered. The Company's review includes external ratings, if they are available, financial statements, credit agency information, industry information and business intelligence. Sale limits are established for each customer and reviewed annually. Any sales exceeding those limits require approval from the appropriate authority as per policy.
In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are institutional, dealers or end-user customer, their geographic location, industry, trade history with the Company and existence of previous financial difficulties.
Expected credit loss for trade receivables:
Based on internal assessment which is driven by the historical experience/ current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss. There are no trade receibale of the Company.
Expected credit loss on financial assets other than trade receivables:
With regard to all financial assets with contractual cash flows, other than trade receivables, management believes these to be high quality assets with negligible credit risk. The management believes that the parties from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible and accordingly no provision for excepted loss has been provided on these financial assets. Break up of financial assets other than trade receivables have been disclosed on Balance Sheet.
ii. Liquidity risk
Liquidity risk is the risk that the 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 treasury department is responsible for managing the short-term and long-term liquidity requirements. Short term liquidity situation is reviewed daily by the Treasury. Longer term liquidity position is reviewed on a regular basis by the Company's Board of Directors and appropriate decisions are taken according to the situation.
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 contractual interest payments and exclude the impact of netting agreements.
iii. Market risk
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 holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Currency risk
Foreign currency is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has not foreign currency borrowing, foreign currency trade payable and trade receivable, therefore, no exposed to foreign currency risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk because funds are not borrowed at floating rate.
23. Capital management
Risk management
The Company's objectives when managing capital are to:
- safeguarding their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
- maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:
'Net Debt' (total borrowings net of cash and cash equivalents and other bank balances) divided by 'Total Equity' (as shown in the Balance sheet).
25. Segmentinformation
Considering the nature of Company's business & operations, there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Ind AS 108 "Segment Reporting". The Chief Operational Decision Maker monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than already provided in the financial statements.
26. Related party disclosures
1. Subsidiaries:
Jubilant Agri And Consumer Products Limited, Jubilant Industries Inc., USA.
2. Enterprises in which certain key management personnel are interested Jubilant Ingrevia Limited.
3. Key management personnel (KMP)
Mr. Manu Ahuja* (CEO and Managing Director) up to 09 December 2023, Mr. Jagat Sharma** (Whole-time Director) w.e.f. 12 December 2023, Mr. Umesh Sharma (Chief Financial Officer), Mr. Abhishek Mishra (Company Secretary) up to 15 April 2023, Mr. Abhishek Kamra1 (Company Secretary) , Mr. Brijesh Kumar (Company Secretary) w.e.f. 07 August 2023, Mr. Priyavrat Bhartia (Chairman), Mr. Shamit Bhartia (Director), Ms Shivpriya Nanda (Director) up to 31 March 2024, Mr. Radhey Shyam Sharma (Director), Mr. Ravinder Pal Sharma (Director) and Ms. Sanjanthi Sajan (Director) w.e.f. 10 February 2024.
* He was appointed as CEO and Managing Director without remuneration w.e.f. May 10, 2018 for a period of three years and re-appointed for a period of three years in the Board Meeting held on February 4, 2021 (w.e.f. May 10, 2021). He also serve and draw remuneration as CEO and Whole-time Director from Jubilant Agri and Consumer Products Limited, a wholly owned subsidiary of the Company. He was ceased from the position of CEO and Managing Director of the Company due to his sad demise on 09 December 2023.
** He is appointed as Whole-time Director of the Company without remuneration w.e.f. 12 December 2023 for a period of three years in the Board Meeting held on 12 December 2023. He also serve and draw remuneration as Whole-time Director from Jubilant Agri and Consumer Products Limited.
28. Contingent Liabilities to the extent not provided for
A) Guarantees:
The Company has given corporate guarantee on behalf of its wholly owned subsidiary, Jubilant Agri and Consumer Products Limited to secure financial facilities granted by banks, details for guarantees as at 31 March 2024 are as under:
a) To Axis Bank Ltd of I Nil (Previous Year: I 1,400.00 million) for working capital facility (including non fund based facility) and effective guarantee is I Nil (Previous Year: I 957.27 million).
b) To Yes Bank Ltd of I Nil (Previous Year: I 600.00 million) for working capital facility (including non fund based facility) and effective guarantee is I Nil (Previous Year: I 250.10 million).
c) To RBL Limited of I Nil (Previous Year: I 1,200.00 million) for working capital facility (including non fund based facility) and effective guarantee is I Nil (Previous Year: I 453.67 million).
d) To RBL Limited of I Nil (Previous Year: I 1,576.25 million) for term loan facility and effective guarantee is I Nil including interest (Previous Year: I 225.00 million).
e) To IDFC First Bank Limited of I Nil (Previous Year: I 600.00 million) for working capital facility (including non fund based facility) and effective guarantee is I Nil (Previous Year: I 198.61 million).
f) To HDFC Bank Limited of I Nil (Previous Year: I 1,050.00 million) for working capital facility (including non fund based facility) and effective guarantee is I Nil (Previous Year: I 290.48 million).
g) To ICICI Bank Limited of I Nil (Previous Year: I 850.00 million) for working capital facility (including non fund based facility) and effective guarantee is I Nil (Previous Year: I 336.65).
B) Claims against Company not acknowledged as debt:
Claims/Demands in respect of which proceeding or appeals are pending and are not acknowledged as debts are Nil.
29. Employee Stock Option Scheme
The Company has two Employee Stock Option Scheme namely,
- JIL Employee Stock Option Scheme 2013 ("Scheme 2013")
- JIL Employee Stock Option Scheme 2018 ("Scheme 2018")
Scheme 2013:
The Company constituted "JIL Employees Stock Option Scheme 2013 (Scheme 2013)" for employees of the Company, its subsidiaries and holding companies. Under the Scheme 2013, up to 5,90,000 stock options can be issued to eligible employees of the Company/subsidiaries/holding companies. The options are to be granted at the price as determined by the Nomination, Remuneration and Compensation Committee (Committee), in accordance with the applicable laws.
Each option, upon vesting, shall entitle the holder to subscribe 1 (one) fully paid equity share of I 10 of the Company. 20% of the options shall vest on first anniversary of the grant date, subsequent 30% shall vest on second anniversary and balance 50% of the options shall vest on the third anniversary of the grant date or as may be decided by the Committee from time to time, subject to compliance with the applicable laws.
The Company has constituted a Committee, comprising of a majority of independent directors. This Committee is fully empowered to administer the Scheme 2013.
Scheme 2018:
The Company constituted "JIL Employees Stock Option Scheme 2018 (Scheme 2018)" for employees of the Company, its subsidiaries and holding companies. Under the Scheme 2018, up to 5,00,000 stock options can be issued to eligible employees of the Company/subsidiaries/holding companies. The options are to be granted at the price as determined by the Nomination, Remuneration and Compensation Committee (Committee), in accordance with the applicable laws.
Each option, upon vesting, shall entitle the holder to subscribe 1 (one) fully paid equity share of I 10 of the Company. Options shall vest at the end of the third year from the grant date or as may be decided by the Committee from time to time, subject to compliance with the applicable laws.
The Company has constituted a Compensation Committee, comprising of a majority of independent directors. This Committee is fully empowered to administer the Scheme 2018.
Expenses arising from share-based payment transaction
The expenses arising from share-based payment transaction recognized in Standalone Financial Statements as part of Investments I 30.71 million (Previous Year: I 13.67 million).
30. Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(v) The Company has not revalued any of its Property, Plant and Equipment during the year.
(vi) There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.
(vii) The Company is not required to make expenditure towards corporate social responsibility as per section 135 of the Companies Act, 2013, read with Schedule VII thereof.
(viii) The company does not carry any borrowing from bank for working capital, hence, the Company has not filed quarterly returns or statements for working capital limits with banks.
(ix) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at the end of the year. The information as required to be disclosed in relation to Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
32. The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company uses accounting software for maintaining its books of account for all accounting and payroll records. During the year ended 31 March 2024, the Company had not enabled the feature of recording audit trail (edit log) at the database level the said accounting software for the period 1 April 2023 till 30 November 2023 to log any direct data changes. While for the period from 01 April 2023 to 30 November 2023, the audit trail was managed by a third party service provider but the record for this period were not preserved by the Company.
34. Previous year figures have been re-grouped and re-arranged wherever necessary to conform current year's classification.
1
He was appointed as Company Secretary w.e.f. 25 May 2023 on interim basis has stepped down from the position of Company Secretary of the Company in consequent to appointment of Mr. Brijesh Kumar as Company Secretary w.e.f. 07 August 2023.
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