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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 500219ISIN: INE175A01038INDUSTRY: Micro Irrigation Systems

BSE   ` 69.43   Open: 70.20   Today's Range 68.60
70.25
-0.22 ( -0.32 %) Prev Close: 69.65 52 Week Range 37.00
73.40
Year End :2023-03 

# Estimation of Fair value

The Company has carried out the fair valuation of property involving external independent valuation expert. As per the fair valuation report dated March 31,2023 the fair value of investment property is ' 192.56 (the fair value of investment property as on March 31,2022 was ' 227.57). The valuation model has considered various input like cost, location, market appreciation, etc.

1) Receivables are secured against security deposits and bank guarantees taken from customers,

2) For Lien/ charge details against trade receivables, Refer note 14,

3) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Further, no trade or other receivable are due from firms or private companies respectively in which any director is a partner, or director or member,

4) Trade receivables Aging Schedule,

5) As per Ind AS 109, the receivables in the Company should be put to impairment test using the expected credit loss model, Ind AS 109 allows the use of practical expedients when measuring expected credit loss on trade receivables, and states that a provision matrix is an example of such an expedient, Majority of trade receivables originate from Government Projects and subsidies, which are not exposed to default risk and accordingly the Company is making specific provisions on case-to-case basis as approved by the management. For other customers, provision is determined using expected credit loss model,

A Security deposits primarily include retention money deducted as per the terms of contract and deposits given towards rented premises, warehouses and electricity deposits.

#Claims receivables includes claim of ' 797.10 million from MSEB against extra power rate charged by them against which company has filed case at Honorable Hight Court, Mumbai which is pending for adjudication. In view of the management, the Company has strong case as on the similar claim related to TNEB the company has got favourable order and entire amount of claim with interest has been received.

Inventories and biological assets stated above are part of total current assets hypothecated on a first pari-passu charge basis to working capital consortium members led by State Bank of India

i) Estimates and judgements:

Tissue culture plantations: Estimates and judgements in determining the fair value of tissue cultured plants relate to market prices, quality of plants, and mortality rates. The impact of discounting is not considered material as the transformation cycle is less than 6 months.

ii) Fair value information:

The fair value measurements of Tissue culture plantations have been categorised as Level 3 fair values based on the inputs to the valuation techniques used. The following table shows the gain or losses recognised in relation to level 3 fair values.

I) The Company has allotted, 78,954,908 Ordinary Equity Shares of face value of ' 2I- (Rupees Two only) each In lieu of additional coupon payable In future (Additional Coupon Convertible debt) on NCD1INCD2IECB2 (as applicable) issued to the Lenders in in terms of the Resolution Plan for restructuring of debt of the Company formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by Reserve Bank of India vide its circular dated June 7, 2019 on preferential basis pursuant to restructuring of existing debt facilities (fund base) of ' 32,844.80 of the Company as on June 30, 2019. These shares are recorded at fair value of ' 40.65 (Rupees Forty and Sixty Five Paise Only) per share.The equity shares so allotted on preferential basis shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations.

ii) The Company has allotted 17,283,100 equity shares face value of ' 2I- (Rupees Two Only) on January 20, 2022 at a price of ' 28.87 (Rupees Twenty Eight and Eighty Seven Paise Only) per equity share under Chapter

V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("The Regulation”) to promoter group on preferential basis pursuant to restructuring of existing debt. Further, the company has realized 25% upfront money amounting to ' 540.33 against the allotment of 74,863,500 equity shares warrants to promoter and other, Convertible into ordinary equity share having face value of ' 2I- (Rupees Two only) each (equity share warrant) on January 20, 2022. The equity shares so allotted on preferential basis shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations.

iii) The Company has issued and allotted 6,00,00,000 Equity Share Warrants of ' 28.87 each to Shantakaram Financial Advisory Services Pvt. Ltd and Subhkam Ventures (I) Private Limited, on 20th January, 2022.The Company has received 25% upfront money amounting to ' 433.05 against the allotment of 60,000,000 Equity Share Warrants, convertible into One (1) Equity Share and the conversion can be exercised at any time during the period of Eighteen (18) months from the date of allotment of Equity Share Warrants, as the case may be, on such terms and conditions as applicable.

iv) The Company has allotted 12,040,623 equity shares face value of ' 2I- (Rupees Two Only) made on June 24, 2022 at a price of ' 28.87 (Rupees Twenty Eight and Eighty Seven Paise Only) per equity share under Chapter

V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("The Regulation”) to promoter group on preferential basis pursuant to restructuring of existing debt. Further, the company has realized 25% upfront money amounting to ' 453.43 against the allotment of 62,823,237 equity shares warrants to promoter and other (outstanding for conversion as on 31st March, 2023), Convertible into ordinary equity share having face value of ' 2I- (Rupees Two only) each (equity share warrant) on January 20, 2022. The equity shares so allotted on preferential basis shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations.

i) Terms / rights, preferences and restrictions attached to ordinary equity shares:

"Each holder of Ordinary Equity Shares is entitled to one vote per share. They have right to receive dividend proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting, right to receive annual report and other quarterlylhalf yearlylannually reportslnotices and right to get new shares proportionately in case of issuance of additional shares by the Company.

In the event of liquidation of the Company, the holders of Ordinary Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Ordinary Equity Shares held by the Shareholders. The Company has a first and paramount lien upon all the Ordinary Equity Shares.”

ii) Terms and conditions of differential voting rights (DVR):

"The DVR equity shareholders have the same rights as the Ordinary Equity Shares of the Company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting). Any DVR holder holding less than 10 DVR equity shares holds fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report, right to receive quarterlylhalf yearlylannually reportslnotices and other informationlcorrespondence from time to time, to receive bonus andlor rights shares of the same class of shares as and when such an issue is made in respect of Ordinary Equity Shares and in the same ratio and terms.

In case of buy back or reduction of capital of Ordinary Equity Shares, the DVR equity shares have right subject to buyback or reduction on the same terms as Ordinary Equity Shares. Further, in case of issue of Ordinary Equity Shares or any other securities or assets to ordinary equity shares in case of amalgamationldemergerl

re-organisation/reconstruction, the DVR Equity Shares have right to receive DVR Equity Shares and any other securities/assets as issued to Ordinary Equity Shares. They have right to hold separate class meeting if their rights are affected in any manner adversely.

iii) ESOP:

Board of Directors have on 31st March 2020 approved the grant/transfer to the selected employees 1,896,429 Equity Shares purchased by the ESOP Trust 2018, under the amended JISL ESOPs Scheme, 2011 to such persons and at an exercise price of '35 (Rupees Thirty Five only) each to be vested in 5 years in equal number as per grant list placed before the Board as recommended by ESOP Trust 2018, as well as the NRC, initialed by the Chairman/Secretary for identification) to be administered by the NRC /JISL Esop Trust 2018 as per the pre approved JISL ESOPs Scheme 2011.

* The percentage (%) change is on account of allotment of additional equity to the promoter group as a part of the restructuring plan.

[e] The Company does not have any Holding Company or Ultimate Holding Company.

[f] The Company has not bought back any shares during the period of 5 years preceding the date at which the Balance Sheet is prepared.

[g] No securities convertible into Equity / Preference shares have been issued by the Company during the year.

[h] The Company has not made any calls and hence no calls are unpaid by any Director or Officer of the Company.

SECURITY DETAILS

a) Working Capital Loans: (including Residual CC Facility, Bank Guarantee, Letter of Credit and Derivative/FC/CEL): CY-'14,980.29 (PY-'15,041.82)

Consortium of Banks (in Alphabetical order) led by State Bank of India, Commercial Branch, Fort, Mumbai and D N Road Branch, Mumbai; Asset Reconstruction Company (India) Limited (ARCIL), Mumbai; Bank of Baroda, Mumbai; Canara Bank, Mumbai; Export import Bank of India, Mumbai; IDBI Bank Ltd, Mumbai; Punjab National Bank, Mumbai; Standard Chartered Bank, Mumbai; Union Bank of India, Mumbai and JC Flower ARC, Mumbai.

The working capital facilities of an amount of ' 23,909.3 are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of Working Capital Lenders by Deed of Hypothecation dated 21st February, 2022, on entire current assets of the Company present and future including stock, movables and receivables on pari - passu basis along with other working capital lenders in the WC Consortium, excluding, identified overdue receivables,

The Working Capital Facilities as above are further secured by a second charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of Working Capital Lenders by Indenture of Mortgage of immovable properties of the Company situated at Dist. Jalgaon, Solapur, Pune, Nashik in the State of Maharashtra and Dist. Bhavnagar in the State of Gujarat and by deposit of title deeds at Dist. Jabalpur in the State of Madhya Pradesh, Dist. Alwar, in the State of Rajasthan, Dist. Tirpur in the State of Tamil Nadu and Dist. Nalgonda in the State of Telangana, together with the buildings, structures standing thereon and all plant and machinery attached to earth. The working capital facilities are also secured by personal guarantee by the Vice Chairman and Managing Director and three other Directors of the Company in their personal capacity.

b) FITL 1: CY- '1,712.99 (PY-'1,940.55)

Consortium of Banks (in Alphabetical order) led by State Bank of India, Commercial Branch, Fort, Mumbai and D N Road Branch, Mumbai; Asset Reconstruction Company (India) Limited (ARCIL), Mumbai; Bank of Baroda, Mumbai; Canara Bank, Mumbai; Export Import Bank of India, Mumbai; IDBI Bank Ltd, Mumbai; Punjab National Bank, Mumbai; Standard Chartered Bank, Mumbai; Union Bank of India, Mumbai and JC Flower ARC, Mumbai.

The FITL 1 facilities of an amount of ' 2842.70 are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of FITL 1 Lenders by Deed of Hypothecation dated 21st February, 2022 on entire current assets of the Company present and future including stock, movables and receivables on pari - passu basis excluding identified overdue receivables.

The FITL 1 Facilities as above are further secured by a second charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of FITL 1 Lenders by Indenture of Mortgage of Dist. Jalgaon, Solapur, Pune, Nashik in the State of Maharashtra, Dist. Bhavnagar in the State of Gujarat, and by deposits of title deeds of immovable properties of the Company situated at Dist. Jabalpur in the State of Madhya Pradesh, Dist. Alwar in the State of Rajasthan, Dist. Tirpur in the State of Tamil Nadu and Dist. Nalgonda in the State of Telangana, together with the buildings, structures standing thereon and all plant and machinery attached to earth.

c) 0.01% Secured Redeemable Non-Convertible Debentures Series A (Series I as per Debenture Trust Deed) of ' 1,000 each : CY- '7,660.32 (PY-'7,645.46)

Consortium of Banks (in Alphabetical order) led by State Bank of India, Commercial Branch, Fort, Mumbai and D N Road Branch, Mumbai; Asset Reconstruction Company (India) Limited (ARCIL), Mumbai; Bank of Baroda, Mumbai; Canara Bank, Mumbai; Export Import Bank of India, Mumbai; IDBI Bank Ltd, Mumbai; Punjab National Bank, Mumbai; Co-operative Centrale Raiffesen Boerenleen Bank, Mumbai; Standard Chartered Bank, Mumbai; Union Bank of India, Mumbai and JC Flower ARC, Mumbai.

The Secured Redeemable Non-Convertible Debentures Series A (Series I as per Debenture Trust Deed) facilities of an amount of ' 10,207.30 are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of Secured Redeemable Non-Convertible Debentures Series A (Series I as per Debenture Trust Deed) Holders by Deed of Hypothecation dated 21st February, 2022 on entire current assets of the Company present and future including stock, movables and receivables on pari - passu basis excluding identified overdue receivables.

The Secured Redeemable Non-Convertible Debentures Series A (Series I as per Debenture Trust Deed) Facilities as above are further secured by a second charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of NCD Series A Lenders by Indenture of Mortgage of Dist. Jalgaon, in the State of Maharashtra and Dist. Bhavnagar in the State of Gujarat and by deposits of title deeds of immovable properties of the Company situated at Dist. Tirpur in the State of Tamil Nadu and Dist. Nalgonda in the State of Telangana together with the buildings, structures standing thereon and all plant and machinery attached to earth however.

The Secured Redeemable Non-Convertible Debentures Series A (Series I as per Debenture Trust Deed) facilities are further secured by a first pari-passu charge by Indenture of Mortgage of Dist. Jalgaon, Solapur, Nashik and Pune in the State of Maharashtra and by deposit of title deeds of immovable properties of the Company situated at Dist. Jabalpur

in the State of Madhya Pradesh and Dist, Alwar in the State of Rajasthan, together with the buildings, structures standing thereon and all plant and machinery attached to earth,

d) (i) Rupee Term Loan (Canara Bank): CY- '226.17 (PY-'263.37)

The loan of an amount of ' 1,901.70 together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to Canara Bank is secured by a second charge on entire current assets of the Company present and future including stock, movables and receivables on pari-passu basis, excluding, identified overdue receivables,

The loan is further secured by first charge ranking pari passu by way of equitable mortgage created in favour of security trustee i.e. IDBI Trusteeship Services Ltd,, Mumbai on behalf of Exim Bank and Canara Bank by Indenture of Mortgage of immovable properties of the Company situated at Village Bambhori & Kusumbe, Dist, Jalgaon in the state of Maharashtra together with all buildings, Structure thereon and all plant and machinery attached to earth,

(ii) Rupee Term Loan (EXIM Bank): CY- ' 1,047.48 (PY-'1,289.97)

The loan of an amount of ' 1,563,60 together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a second charge on entire current assets of the Company present and future including stock, movables and receivables on pari-passu basis, excluding, identified overdue receivables,

The loan is further secured by first charge ranking pari passu by way of equitable mortgage created in favour of security trustee i,e, IDBI Trusteeship Services Ltd,, Mumbai on behalf of Exim Bank by Indenture of Mortgage of selected immovable properties of the Company situated at Village Bambhori, Shirsoli & Kusumbe, Dist, Jalgaon in the state of Maharashtra and by deposit of title deeds at Dist, Alwar in the State of Rajasthan together with all buildings, Structure thereon and all plant and machinery attached to earth,

e) (i) 0.01% Secured Redeemable Non-Convertible Debentures Series B (Series II as per Debenture Trust Deed) of ' 1,000 each : CY- '798.12 (PY-' 901.08)

The Secured Redeemable Non-Convertible Debentures Series B (EXIM Bank) facilities of an amount of ' 1,036,40 are secured by a second pari-passu charge created in favour of Security Trustee i,e, IDBI Trusteeship Services Ltd, Mumbai for the benefit of NCD Series B Holders (EXIM Bank) by Deed of Hypothecation dated 21st February, 2022, on entire current assets of the Company present and future including stock, movables and receivables on pari - passu basis and on identified overdue receivables.

The NCD Series B (EXIM Bank) facilities as above are further secured by a second charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of NCD Series B (EXIM Bank) Lenders by deposits of title deeds of immovable properties of the Company situated in Village Bambhori, Takarkheda and Shirsoli, Dist, Jalgaon in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat, Dist, Nalgonda, in the State of Telangana, Dist, Tirpur in the state of Tamil Nadu and Dist, Alwar in the State of Rajasthan, together with the buildings, structures standing thereon and all plant and machinery attached to earth,

(ii) NCD Series B (Canara Bank): CY- '172.67 (PY-'223.20)

The NCD Series B (Canara Bank) facilities are secured by a second pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of NCD Series B Holders (Canara Bank) on entire current assets of the Company present and future including stock, movables and receivables on pari - passu basis and on identified overdue receivables.

The NCD Series B (Canara Bank) facilities as above are further secured by a second charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of NCD Series B (Canara Bank) Lenders by deposits of title deeds of immovable properties of the Company situated in Village Bambhori and Kusumbe, Dist, Jalgaon in the State of Maharashtra, together with the buildings, structures standing thereon and all plant and machinery attached to earth,

f) FITL 2: CY- '234.82 (PY-'291.44)

The FITL 2 facilities of an amount of ' 351,00 are secured by a second pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of FITL 2 Holders by Deed of Hypothecation dated 21st February, 2022 on entire current assets of the Company present and future including stock, movables and receivables on pari - passu basis and on identified overdue receivables.

The FITL 2 facilities as above are further secured by a second charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of FITL 2 Lenders by Indenture of Mortgage of of immovable properties of the Company situated in Village Bambhori, Shirsoli and Kusumbe, Dist, Jalgaon in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat and by deposits of title deeds at Dist, Alwar in the State of Rajasthan, Dist, Nalgonda in the State of Telangana and Dist, Udumalpet in the State of Tamil Nadu together with the buildings, structures standing thereon and all plant and machinery attached to earth,

g) IFC (RTL) : CY- '1,047.70 (PY-'1,477.44)

The IFC (RTL) facilities of an amount of ' 1,563.60 are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of IFC (Non-ICA Lenders) by Deed of Hypothecation dated 23rd March, 2022 on Identified fixed assets to be charged on first charge basis on specific movable assets of the Borrowers,

The IFC (RTL) facilities as above are further secured by a first charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of IFC (Non-ICA Lenders) by Indenture of Mortgage of immovable properties of the Company situated in Village Bambhori, Eklangna and Shirsoli, Dist, Jalgaon, in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat and by deposits of title deeds at Dist, Nalgonda in the State of Telangana and Dist, Udumalpet in the state of Tamil Nadu together with the buildings, structures standing thereon and all plant and machinery attached to earth,

h) IFC (FITL 2): CY- '193.28 (PY '305.72)

The IFC (FITL 2) facilities of an amount of ' 288.60 are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of IFC (Non-ICA Lenders) by Deed of Hypothecation dated 23rs March, 2022, on Identified fixed assets to be charged on first charge basis on specific movable assets of the Borrowers,

The IFC (FITL 2) facilities as above are further secured by a first charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of IFC (Non-ICA Lenders) by Indenture of Mortgage of immovable properties of the Company situated in Village Bambhori, Takarkheda and Shirsoli, Dist, Jalgaon in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat and by deposits of title deeds at Dist, Alwar in the State of Rajasthan, Dist, Nalgonda in the State of Telangana and Dist, Udumalpet in the State of Tamil Nadu together with the buildings, structures standing thereon and all plant and machinery attached to earth,

i) IFC (NCD Series 2): CY- '798.47 (PY '1,036.40)

The IFC (NCD Series 2) facilities of an amount of ' 1,036.40 are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai for the benefit of IFC (Non-ICA Lenders) by Deed of Hypothecation dated 23rd March, 2022, on Identified fixed assets to be charged on first charge basis on specific movable assets of the Borrowers,

The IFC (NCD Series 2) facilities as above are further secured by a first charge ranking pari-passu created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai for the benefit of IFC (Non-ICA Lenders) by Indenture of Mortgage of immovable properties of the Company situated in Village Bambhori, Takarkheda and Shirsoli, Dist, Jalgaon, in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat and by deposits of title deeds at Dist, Alwar in the State of Rajasthan, Dist, Nalgonda, in the State of Telangana and Dist, Udumalpet in the State of Tamil Nadu together with the buildings, structures standing thereon and all plant and machinery attached to earth,

j) ECB 1 Lender : CY- '706.54 (PY '802.17)

The ECB Lenders for ECB 1 facilities of an amount of ' 887.10 (USD 12.82 mn) is secured by first Charge by Deed of Hypothecation dated 23rd March, 2022, over identified movable properties such as plant and machineries at Jain Plastic Park, Bambhori, Jalgaon and further secured by way of first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Village Bambhori, Eklagna and Shirsoli Dist, Jalgaon in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat, Dist, Nalgonda, in the State of Telangana and Dist, Udumalpet in the State of Tamil Nadu,

k) ECB 2 Lender : CY- '553.37 (PY '517.19)

The ECB Lenders for ECB 2 facilities of an amount of ' 588.00 (USD 8.50 mn) is secured by first charge over the same assets charged in favour of the ECB Lenders for the ECB 1 Facility and over the Identified Overdue Receivables along with the Lenders of the NCDs by Deed of Hypothecation dated 23rd March, 2022 and further secured by way of first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Village Bambhori, Eklagna and Shirsoli Dist, Jalgaon in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat, Dist, Nalgonda, in the State of Telangana and Dist, Udumalpet in the State of Tamil Nadu,

l) ECB (FITL) Lender : CY- '79.38 (PY '90.12)

The ECB Lenders for ECB (FITL) facilities of an amount of ' 99.60 (USD 1.44 mn) is secured by first charge over the same assets charged in favour of the ECB Lenders for the ECB 1 Facility and over the Identified Overdue Receivables along with the Lenders of the NCDs and further secured by way of first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Village Bambhori, Eklagna and Shirsoli Dist, Jalgaon in the State of Maharashtra, Dist, Bhavnagar in the State of Gujarat, Dist, Nalgonda in the State of Telangana and Dist, Udumalpet in the State of Tamil Nadu,

m)ECB loan-UBS Switzerland AG of €3.09 Million (PY €3.09 Million) CY:?175.59 (PY '165.90)

The above ECB loan is secured by way of first and exclusive charge on Excursion Line for the production of HDPE pipes in diameter range upto 2,500 mm including efficient air cooling (EAC) with standard accessories (movable Assets),along with all right /title, interest, benefits, claim and demands both present and future, whatsoever ,of JISL in, to under or in respect of, the Movable Assets, and to secure for the repayment of the Loan and payment of other monies including all interest at the agreed rates ,costs, charges, expenses and all other monies due to UBS.

The registration of charge in favour of UBS in process.

24(b) Details of Corporate social responsibility expenditure

As per Section 135 of the Companies Act, 2013, a company meeting the applicable threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are in accordance to the CSR Policy of the Company which includes Rural Development Project, eradicating hunger, poverty and malnutrition, healthcare and sanitation, animal welfare, etc. A CSR committee has been formed by the Company as per the Act.

a) During the year, the company has incurred ' 47.42 (previous year ' 76.64) on account of Corporate Social Responsibility (CSR) included under Other Expenses.

b) Gross Amount required to be spent by the company during the year is ' NIL.

c) Amount of ' 47.42 approved by the board to be spent during the year

24(c) Exceptional Items

Exceptional Items include, various expenses in relation to RP incurred by the company of ' 147.85 (exceptional items include gain '3.40 on account of reversal of interest and expenses '151.25 is for various expenses incurred for restructuring plan) during the year ended March 31, 2023. For the year ended March 31, 2022, exceptional Items included (i) gain of ' 2,924.76 on account of reversal of Interest provisions made against working capital & long term loans related to earlier years, (ii) various expenses incurred by the Company in relation to the RP of ' 355.20, (iii) fair value loss of '3,209.52 for 78,954,908 ordinary equity shares issued to the lenders and (iv) fair value gain of '4,194.72 on the NCDs issued at 0.01% coupon and ECBs bearing 0.01% rate of interest. Exceptional items also included provision on other current assets of ' 600.

27) EMPLOYEE BENEFIT OBLIGATIONS

27(a) Defined Contribution plans

Provident Fund; Contribution towards provident fund for employees is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis. Contribution to Defined contribution plan recognised as expense for the year as under:

a) Employers contribution to Provident fund CY '72.67 (PY ' 50.80)

b) Employers contribution to Pension scheme CY ' 79.32 (PY ' 70.50)

c) Employers contribution to Superannuation fund CY ' 29.66 (PY ' 44.62) managed by a Trust.

d) Employers contribution to ESIC CY ' 21.42 (PY ' 21.40)

e) Employers contribution to State Labour welfare fund CY ' 0.34 (PY ' 0.36)

The net of provision for unfunded leave encashment liability up to March 2023 is ' 131.43 (PY ' 97.86)

27(b) defined Benefit plans

Gratuity: The Company provides for gratuity, a defined benefit plan (the "Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. The fair value of the plan assets of the trust administered by the Company, is deducted from the gross obligation.

Notes:

1) Discount rate; The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2) Salary escalation rate; The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3) Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

Sensitivity of the defined benefit obligation to changes in weighted principal assumptions is

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice it is unlikely to occur, and changes in some of the assumptions may be correlated. The methods and types of assumption used in preparing the sensitivity analysis did not change compared to previous period.

Gratuity is a defined benefit plan and entity is exposed to the Following Risks:

interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability, investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

29) CONTINGENT LIABILITIES AND CONTINGENT ASSETS

- Contingent liabilities not provided for In respect of

31-Mar-23

31-Mar-22

i) Claims not acknowledged as debts in respect of:

Customs and excise duty [paid under protest ' 4.64 (PY ' 0.55)]

52.98

23.39

- Excise duty [paid under protest ' 4.64 (PY ' 0.55)]

52.98

23.39

Other taxes & levies [paid under protest ' 23.81 (PY '23.81)]

77.96

89.63

- Sales Tax,VAT,CST [paid under protest ' 23.81 (PY ' 23.81)]

64.94

76.61

- GST

13.02

13.02

Others (legal case)

37.32

41.06

ii) Performance guarantees given by the Company’s bankers in the normal course of business

4,867.74

3,974.82

in respect of (I) above, the Company has taken necessary legal steps to protect Its position In respect of these claims, which, In Its opinion, based on legal advice, are not expected to devolve, it Is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable In respect of these claims,

The Company has provided Corporate Guarantee amounting to ' 1000 (Previous Year ' 23,088.77) against facilities availed by Subsidiaries and Associate Company for the purpose of their business. The amount of facility availed by the Associate Company as on 31st March, 2023 Is ' 357,30 (Previous Year ' 17,437.32)

it Is not practicable for the Company to estimate the timings of the cash outflows, If any, In respect of the above pending resolution of the same,

30) The Lenders have "Right of Recompense”of ' 12,654.69 (PY 13,694.00) to recover the losses suffered on account of agreeing to change In terms of the Existing Debt, Including waiver of defaults or penal Interest , as approved In terms of the Resolution Plan and the payment of the Compund ROR to the Lenders shall be discharged, In the order of priority”(a) firstly, through payment received under the Special Coupon, (b) secondly, through payments received under the Put Option Obligations, (c) thirdly, (In case not paid pursuant to clause (a) and (b) and above) through sale of shares forming part of JFFFL Non-Disposal, and (d) lastly, (In case not paid from sub-clause (a), (b) and (c), above) from cash flows of the Borrower after meeting repayment obligations under the Residual Debt In terms of the Restructured Documents along with Interest calculated at the rate of 9,70% (nine point seven zero percent) per annum on unpaid amount till payment of the Compounted ROR,

31) COMMITMENTS

Capital expenditure contracted for at end of the year but not recognised as liabilities Is as follows:

31-Mar-23

31-Mar-22

On account for acquisition of Property, plant and equipment (Net of Advance of 78.91 ' 150.36 (PY ' 154.43))

56.64

32) REVENUE FROM OPERATION

The Company are engaged in providing solutions in agriculture, piping and infrastructure through manufacturing of Micro Irrigation Systems, PVC Pipes, HDPE Pipes, Plastic Sheets, Agro Processed Products, Renewable Energy Solutions, Tissue Culture Plants, and other agricultural inputs.

Previous year's figures are given in bracket.

The Company, in its quest for rural development, has supported through investment in buildings, facility and infrastructure in an initiative by Bhavarlal & Kantabai Jain Multipurpose Foundation to establish a residential school called "Anubhuti School” based upon Indian ethos and values. The Company also derives benefit from this investment in the form of usage of these facilities by the children of Company's associates get priority admission into the school, etc.

The Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.

The Company's activities expose it to market risk, liquidity risk, and credit risk, which may have an adverse effect on its financial performance. In order to minimise the adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures and interest rate swap, principal only swap to hedge variable interest rate exposures. The sources of risk, which the entity is exposed to and how the entity manages these risks and their impact on financial statements is given below:

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors have established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.

The board and the risk management committee provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instrument, etc.

[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, and arises principally from the Company's receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in normal course of business.. Credit terms are in line with industry trends.

cash and cash equivalents

"Credit Risk on cash and cash equivalent, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions who have been assigned high credit rating by international and domestic rating agencies. Investments of surplus funds are made only with approved Financial Institutions/ Counterparty.

Derivatives

The derivatives are entered into with credit worthy banks and financial institution counterparties. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

[B] Liquidity risk

'Liquidity risk is the risk that the Company encounters difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through committed credit facilities to meet the obligations when due.

Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. The Company manages its liquidity risk by by preparing month on month cash flow projections to monitor liquidity requirements. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet these, monitoring the balance sheet liquidity ratios against internal an external regulatory requirements and maintaining debt financing plans.

(i) Maturities of financial liabilities

The below table analyses the Company's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are contractual undiscounted cash flows, balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Note: Note: Outstanding against financial guarantees issued by the company on behalf of subsidiary ' 357.30 (PY ' 17,437.32) are with respect to borrowing raised by the respective entity. These amounts will be payable on default by the concerned entity. As of the reporting date, none of the subsidiaries have defaulted and hence, the company does not have any present obligation to third parties in relation to such guarantee.

[C] Market risk

(i) Foreign currency risk

'Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices etc. The Company operations involve foreign exchange transactions including import, export as well as financing and investment transactions and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to US$, EUR, GBP and CHF. Foreign currency risk arises from future commercial transactions and recognised in assets and liabilities denominated in foreign currency that is not Company's functional currency (i.e., INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of a high probable forecast transactions.

(a) Foreign currency risk exposure

The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows:

(ii) Cashflow and fair value interest rate risk

"interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates. in order to optimize the Company's position with regards to interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Accordingly, the Company endeavors to gradually reduce the exposure to variable interest rate borrowings. The Company's main interest rate risk arised from long-term borrowings with variable rates, which expose the group to cash flow interest rate risk. The Company's borrowings at variable rate were mainly denominated in INR, US$, and CHF.”

The Company's fixed rate borrowings are carried at amortised cost. The are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of change in market interest rates.

The Company manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

b) Sensitivity

Profit or loss is sensitive to higher/ lower interest expense from borrowings as a result of changes in interest rates. A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

iii) Other market price risks:

The Company is exposed to equity price risk, which arises from FVTPL equity securities. The Company has a very insignificant portion of amounts invested in unquoted equity instruments other than subsidiaries, joint venture and associates. The management monitors the proportion of equity instruments in its investment portfolio based on market indices.

36) capITAL MANAGEMENT

i) The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

The Company monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity.

The Company monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by total 'equity' (as shown in the balance sheet, including non controlling interests).

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments. The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.13 & 2.15 to the financial statements.

ii) Fair values 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. This category consists of investment in quoted equity shares.

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 Company's over-the-counter (OTC) derivative contracts.

iii) Valuation process and technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

a) Quoted investments (Equity Shares)- Market Value

b) Unquoted Investments - As determined by the Management, there is no significant change in the value of Unquoted investment in equity shares valuing ' 0.56 (PY ' 0.56)

c) The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

41} Balances in the accounts of Trade Receivables, Trade Payable, advances to suppliers, claims/incentives receivables, security deposits and advances are under confirmation/reconciliation. Adjustments, if any will be made on completion of such review / reconciliation / receipt of confirmations. However, in the opinion of the management, the Trade Receivable, claims/incentive receivable, security deposits and advances are realisable in the ordinary course of the busines.

42} The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

43) Other Regulatory Information as per amended Schedule III.

a) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) and intangible assets during the year.

b) The Company has not used borrowings for purpose other than specified purpose of the borrowing. Further, there is no delay in creation of charges with ROC beyond the statutory period.

c) The Company does not have any Benami property. Further, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

d) The Company does not have transactions with any struck off companies during the year.

e) The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial year.

f) 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

g) 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 behalf of the Funding Party (Ultimate Beneficiaries); or

ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

h) The Company have not any such transaction which is 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.

i) The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any government authority.

j) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

k) The company has not filed any Scheme of Arrangements in terms of sections 230 to 237 of the Companies Act, 2013 with any Competent Authority.

44) On March 29, 2023, Jain International Trading B.V., Netherlands (JITBV) a wholly-owned subsidiary of parent Company and Rivulis completed the transaction contemplated therein. All the regulatory approvals related to the merger of multiple overseas subsidiaries of JITBV have been received by both entities. The condition precedent required by Share Purchase Agreement entered into by Rivulis Pte. Ltd & Jain International Trading B.V, have been satisfied. Jain (Israel) B.V (stepdown subsidiary of JITBV) shall hold a strategic minority stake of ~18.3% in Rivulis Pte. Ltd post-merger.

45) SEGMENT INFORMATION

In accordance with Ind AS 108 "Operating Segments”, segment information has been given in the Consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.

46) Comparative previous year's figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to confirm to current year's classification and presentation.

47) The financial statements have been approved by the Board of Directors in their meeting held on May 26, 2023.