b) Paid up share capital of the Company was reduced by 45,32,000 (i.e. from 1,13,30,000 to 67,98,000 equity shares of Rs. 10 each fully paid up) pursuant to the Scheme of Arrangement (demerger) approved by the National Company Law Tribunal vide its order dated 12.09.2023. Accordingly , 45,32,000 equity shares have been extinguished for allotment of the same number of shares by the Resulting Company to the shareholders of the Demerged Company.
c) Terms / Rights attached to equity shares :
The Company has only one class of equity shares having a face value of Rs. 10/- each. Each holder of equity share is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be inproportion to the number of equity share held by the shareholders.
a) Accounts balances of the customers, in whose case(s) confirmation / reconciliation has not been received have been taken as per the balance appearing in the books. Any differences arising on account of such reconciliations, which are not likely to be material, are accounted for as and when these reconciliations are completed.
b) The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006 ("the Act") has been determined to the extent such parties have been identified by the Company, on the basis of information and records supplied by them. This information has been relied upon by the auditors. Disclosure in respect of interest due on delayed payment has been determined only in respect of payments made after the receipt of information, with regards to filing of memorandum, from the respective suppliers. Disclosure as required under Section 22 of the Act, is as under:
ii) Post employemnt obligation - Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payble on retirement / termination is the employees last drawn basic salary plus DA per month computed proprotionately for 15 days salary multipled for number of years of service. The Compnay operates post retirement gratuity plan (through Jasch Industries Ltd Employees Group Gratuity Trust) with LIC of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognised each period of service giving rice to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
On the recommendations of the Audit Committee of independent Directors, the Board, in its meeting held on 26th July 2021 approved a proposed Scheme of Arrangement between the Company (Jasch Industries Ltd - MIL"), Jasch Gauging Technologies Ltd ("JGTL" - Wholly owned subsidiary of JIL ) and their respective shareholders and creditors. Linder the proposed Scheme, the Gauge related business (including assets and liabilities) of JIL was proposed to be demerged to JGTL and In substitution of every five shares of JIL held by its shareholders, they will get three shares of JIL and two shares of JGTL. The proposed Scheme was subject to approval of the shareholders and creditors of both these companies and also subject to regulatory approvals. Opinion was sought and obtained from SEBI-Registered Category -1 Merchant Banker as to fairness of the Scheme. Opinion was also sought from a registered Valuer with regard to valuation and share -swap ratio. The proposed Scheme together with the documents mentioned therein are available at the website of the Company.
Thereafter, on a petition filed with the National Company Law Tribunal ("NCLT"), New Delhi Bench, it ordered meetings of equity shareholders and unsecured creditors of JIL to be held. The only secured creditor of JIL (HDFC Bank) and the only unsecured creditor and shareholder of JGTL (JIL), had previously granted a "no-objection" to the Scheme.
In the aforesaid meeting held on 10th May 2022, both the shareholders and unsecured creditors of JIL approved the proposed Scheme with 100 % majority. Then the Company filed the second petition before the NCLT for final order.
Final order by the Hon'ble National Company Law Tribunal ("NCLT"), on Dated 12.09.2023 on the aforesaid Scheme and the same have been effective from closing hours of 30lh September, 2023 when the Company filed the Form No. INC 28 to the MCA. All the compliances where ever applicable have been completed except in one case of immovable property where the transfer of title deed in favour of JGTL are pending at Sub-Registrar level.
Order pronounced by Hon'ble National Company Law Tribunal (the "NCLT) on scheme of arrangement (Demerger) on dated 12.09.2023 and the same have been effective from closing hours of 30th September, 2023 when the company files Form No. INC28 to the MCA. As per Order management has identified the names of employees of the company on which were employed in connection with the Demerged business have been removed from the rolls of the company and the personal records of the same have been handed over to the resulting company w.e.f. 01.10.2023.
3 This estimates of rate escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
4. The expected rate or return on plan assets held, assessed risks, historical results of return on plan assets and the Company's policy for plan assets management.
5. Provision for retirement gratuity liability as at 31st March, 2024 to all eligible employees has been made as per Actuarial Valuation by LIC of India.
6. The proposed Social Security Code, Code on Wages, 2019 when promulgated, would subsume labour laws including Employee's Provident Funds and Miscellaneous Provisions Act, Wages and Bonus and amend the definition of wages on which the organization and its employees are to contribute towards Provident Fund. The Company believes that there will be no significant impact on tis contributions to Provident Fund due to the proposed amendments
Note - 42 - Fair Value Measurement
1. The carrying amounts of trade payables, other financial liabilities (current), other financial assets (current), borrowings (current), trade receivables, cash and cash equivalents and other bank balances are considered to be the same as fai r value due to their short term nature.
2. Borrowings (non-current) consists of loans from banks and government authorities, other financial liabilities (non-current) consists of interest accrued but not due on deposits other financial assets consists of employees advances where the fair value is co nsidered based on the discounted cash flow.
Fair value of instruments is classified in various fair value hierarchies based on the following three levels :
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximize the use of observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value of instruments are observable, the instrument is included in Level 2.
Level 3 : If one or more of the significant inputs are not based on observable market data, the instruments is included in Level 3.
Note - 43 - Financial Risk Management
The Company's principal financial liabilities comprise loans and borrowings domestic currency, trade payables and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include trade & other receivables, and cash and short-term deposits that derive directly from its operations.
The Company is exposed to the following risks from its use of financial instruments :
-Credit risk -Liquidity risk -Market risk
This note presents information about the Company's exposure to each of the above risks, the Company's objectives policies and processes for measuring and managing risk.
a) 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 resulting in a financial loss to the Company. Credit risk arises principally from trade receivables, loans & advances, cash & cash equivalents and deposits with banks and financial institutions.
Trade receivables
On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company takes into account available external and internal credit risk factors such as credit defaults, and the Company's historical experience for customers.
A default occurs when in the view of management there is no significant possibility of recovery of receivables after considering all available options for recovery.
Cash and cash equivalents and Deposits with banks
The company has banking operations with scheduled banks regulated by Reserve Bank of India. The risk of default with state regulated entities is considered to be insignificant.
Recoverable from related parties
The company has no material amount recoverable. Hence, the risk of default with entities is considered to be insignificant.
Provision for expected credit losses
Financial assets for which loss allowance is measured using life time expected credit losses
The Company has customer with capacity to meet the obligations and therefore the risk of default is negligible or nil. Further, management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behavior and extensive analysis of customer credit risk Hence, no impairment loss has been recognised during the reporting periods in respect of trade receivables.
Financial assets for which loss allowance is measured using 12 month expected credit losses
The company has assets where the counter-parties have sufficient capacity to meet the obligations and where the risk of default is very low. Hence based on historic default rates, the Company believes that, no impairment allowance is necessary in respect of above mentioned financial assets.
b) Liquidity risk
Liquidity risk is the risk that the Company still encounter difficulty in meeting the obligation 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 always have sufficient liquidity to meet its liabilities when due, underboth normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company has an appropriate liquidity risk management framework for the management of short, medium and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows.
The Company's treasure department is responsible for managing the short term and long term liquidity requirements of the Company. Short term liquidity situation is reviewed daily be Treasury. The Board of directors has established policies to manage liquidity risk and the Company's treasury department operates in line with such policies. Any breaches of these policies are reported to the Board of Directors. Long term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.
c) 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Board of directors is responsible for setting up to policies and procedures to manage market risks of the Company.
Interest rate risk
The Company is exposed to interest rate risk arising from long term borrowing with floating interest rate. The Company is exposed to interest rate risk because the cash flows associated with floating rate borrowing will fluctuate with changes in interest rate.
The company's investments are primarily in fixed rate interest bearing investments. Hence, the company is not significantly exposed to interest rate risk
In the opinion of the management, the value of assets, other than fixed assets, on realization In the ordinary course of business, will not be less than the value at which these are stated In the Balance Sheet.
Note - 46
As required by Ind AS 36, an assessment of Impairment of assets was carried out and based on such assessment, the Company Is of the opinion that no case of Impairment of assets exists.
Note - 47 - Event after the reporting period
The Board of Directors have not recommended any dividend Interim / final for the financial year 2023-2024.
Note - 48
Figures for the corresponding previous year / periods have been reclassified / regrouped / restated, wherever necessary, but the figures as at 31.03.2024 v/s 31.03.2023 are not comparable as the figures as at 31.03.2024 are post Demerger data I.e. after giving effect to the Order pronounced by Hon'ble National Company LawTribunal (the "NCLF) on scheme of arrangement (Demerger) on dated 12.09.2023 and the same have been effective from closing hours of 30lh September, 2023 when the company files Form No. INC28 to the MCA.
Note - 49 - Approval of Financial Statements
The financial statements were approved for issue by the Board of Directors on 30-05-2024.
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