(i) Provision and contingent liabilities
A provision is recognised when the Company has a present obligation as result of a past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent liabilities are not recognised in the financial statements. Contingent assets are neither recognised nor disclosed in the financial statements.
(j) Revenue recognition Sale of products
Revenue from sale of products is recognised when the control on the goods have been transferred to the customer. The performance obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to the customer
and there is no continuing effective control or managerial involvement with the goods, and the amount of revenue can be measured reliably. Revenue from operations is disclosed exclusive of goods and services tax (GST).
Government Grants
Export incentive entitlements are recognised as income when there is reasonable assurance to receive that Company will comply with the conditions attached to them and it is established that incentive will be received.
Government grants relating to income are recognised in statement of profit and loss on a systematic basis over the periods in which the Company recognises as expenses, the related costs for which grants are intended to compensate.
Other Income
Other income is accounted for on accrual basis as and when the right to receive arises.
(k) Employee benefits
Short-term employee benefits
All employee benefits falling due within twelve months of the end of the period in which the employees render the related services are classified as short-term employee benefits, which include benefits like salaries, wages, short term compensated absences, performance incentives, etc. and are recognised as expenses in the period in which the employee renders the related service and measured accordingly.
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the statement of profit and loss in the periods during which the related services are rendered by employees. The Company makes specified contributions towards the following schemes:
Employees' State Insurance (ESI)
The Company has a scheme of state insurance for its employees, registered with the regional state insurance commissioner. The Company’s contribution to the state insurance is charged to the statement of profit and loss every year.
Employees' Provident Fund (EPF)
All directly recruited employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan. Both employee and employer make monthly contribution to the plan at a predetermined rate of employee’s basic salary and dearness allowance. These contributions to provident fund are administered by the provident fund commissioner. Employer’s Contribution to provident fund is expensed in the statement of profit and loss as and when incurred.
Labour Welfare Fund
The Company makes contribution to labour welfare fund scheme in accordance with Labour Welfare Fund Act. The Company’s contribution to the welfare fund is charged to the statement of profit and loss every year.
Retirement benefit obligations
Retirement benefit obligations are classified into defined benefits plans and defined contribution plans as under:
Defined Gratuity Plans
The Company pays gratuity to the employees whoever has completed five years of service with the Company at the time of resignation/ superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act 1972.
Compensated absences
As per the Company’s policy, eligible leaves can be accumulated by the employees and carried forward to future periods to either be utilised during the service, or encashed. Encashment can be made during service, on early retirement, on withdrawal of scheme, at resignation and
upon death of the employee. Accumulated compensated absences are treated as other long-term employee benefits. The Company’s liability in respect of other long-term employee benefits is recognised in the books of account based on actuarial valuation using projected unit credit method as at Balance Sheet date by an independent actuary. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise.
The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount based on the respective employee’s salary and the tenure of employment. The liability in respect of Gratuity is recognised in the books of accounts based on actuarial valuation by an independent actuary.
Actuarial valuation
The liability in respect of all defined benefit plans is accrued in the books of account on the basis of actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognises each year of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the Balance Sheet date, having maturity periods approximating to the terms of related obligations.
Re-measurement
Benefit plans in respect of retirement benefits are charged to the Other Comprehensive Income.
The Company’s retirement benefit obligation is subject to a number of judgement including discount rates, inflation and salary growth. Significant judgement is required when setting these criteria and a change in these assumptions would have a significant impact on the amount
recorded in the Company’s balance sheet and the statement of profit and loss. The Company sets these judgements based on previous experience and third party actuarial advice.
(l) Finance costs
Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.
All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred. Interest free loan taken from promoters and others has been derived on basis of fair value based on market rate of interest prevailing when loan and derived to the total tenure of loan. The interest for the period is charged to the statement of profit and loss.
(m) Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to equity shareholders of the Company.
For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
(n) Dividends
The Company recognises a liability to make dividend distributions to equity holders of the Company when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India a
distribution is authorised when it is approved by the shareholders, However, Board of Directors of a Company may declare interim dividend during any financial year out of the surplus in statement of profit and loss and out of the profits of the financial year in which such interim dividend is sought to be declared. A corresponding amount is recognised directly in equity.
(o) Foreign Currency Transactions Initial Recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.
Exchange Differences
Exchange differences arising on the settlement of monetary items or on restatement of reporting Company’s monetary items at rates different from those at which they were initially recorded during the year or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise.
(p) Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
b) Securities Premium
This reserve represents amount of premium recognised on issue of shares to shareholders at a price more than its face value.
c) Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distribution or the distributions paid to the shareholders.
d) Share warrants
During the financial year 2022-23, on March 03, 2023 the Company had allotted 12808350 convertible warrants at a face value of Rs. 2/- each, out of which total 4163323 equity shares have been issued pursuant to conversion of such warrants and balance 8654027 warrants are still pending for conversion as on March 31,2024. During the FY 2023-24, Company further came up with another preferential issue of 25000000 fully convertible warrants allotted on Februay 02, 2024 at a price of Rs. 270/- per warrant aggregating to Rs. 675 Crores. During the FY 2023-24, the Company has realised 25% amount payable upon allotment of said warrants aggregating to Rs. 168.75 Crores. Care Ratings Limited was appointed as Monitoring Agency to monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR Regulations. The funds so raised on allotment of convertible warrants were fully utilised for Investment in Mega Project, Capital Expenditure towards development, refurbishment and renovation of Assets, either through wholly owned subsidiaries/subsidiaries/associates; Working Capital Requirements; General Corporate Purposes, including financing of Business Opportunities (either organic or inorganic), and any other cost incurred towards the objects of the Company, brand building, acquisition of Offices, Retail Spaces and Warehouses etc. to expand the Company’s distribution network pan- India and strengthen the business operations; Issue Related Expenses thus, for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Postal ballot dated December 18, 2023 and there had been no deviation or variation in the use of the proceeds/ funds so raised. As on March 31,2024, all 25000000 warrants allotted on preferential basis to Promoter/ Promoter group and Nonpromoter category were outstanding and pending to be converted into equity shares within a period of 18 months from the date of allotment.
e) Capital Reserve
Capital reserve is utilised in accordance with provision of the Act
f) Merger Capital Reserve
Reserve arises on merger of Chetan Industries Limited.
g) Equity Instruments through other comprehensive income
The Company has elected to recognise changes in the fair value of certain investment in equity instrument in other comprehensive income. This amount will be reclassified to retained earnings on derecognition of equity instrument.
Terms of repayment of current borrowings
Working capital facilities are availed from Punjab National Bank, HDFC Bank Limited, Standard Chartered Bank and Axis Bank Limited. Working capital facilities are repayable on demand.
The loans are also secured by Personal Guarantees of Mithan Lal Singla, Madan Mohan, Vijay Singla, and Deepak Garg. Terms of security:
Secured Working Capital loans: These are secured by a first pari-passu charge on all the current assets of the Company, both present and future, wherever the same may or be held and have a second pari-passu charge on all movable and immovable fixed assets of the Company, present and future.
The working capital loans are also secured by (a) Equitable mortgage of Residential property located at Panchkula (Haryana) owned by one of the director and his relative (b) Land located at Motia Khan, Mandi Gobindgarh (Punjab) owned by one of the related enterprise, and (c) Registered office located at Chandigarh.
The loans are also secured by Personal Guarantees of Deepak Garg, Vijay Singla, Mithan Lal Singla, Madan Mohan, Rakesh Garg, and Dhruv Singla.
The composition of property, plant and equipment and current assets as mentioned above are defined in detail in the respective financing/credit arrangements.
The Company has not defaulted in repayment of loans and interest during the period.
Notes:
1. The carrying value of cash and cash equivalents, trade receivables, trade payables, short-term borrowings, other current financial assets and financial liabilities approximate their fair value mainly due to the short-term maturities of these instruments.
2. The fair values of investment in quoted investment in equity shares is based on the quoted price in the active market of respective investment as at the Balance Sheet date.
3. The fair value of the Financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Level of hierarchy
The following explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard.
Level 1 hierarchy includes financial instruments measured using quoted prices. This includes mutual funds that have quoted price and are valued using the closing NAV.
Level 2 hierarchy includes the fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) and the fair value is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There have been no transfers between Level 1, Level 2 and Level 3 during the year
* The fair value of the investment appearing under Level 3 approximates the carrying value and hence, the valuation technique and inputs with sensitivity analysis has not been given.
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s activities expose it to a variety of financial risks namely market risk, credit risk and liquidity risk. The Company’s primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company’s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same.
Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk assessment and management policies and processes.
The Company’s financial risk management policy is set by the management. Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The Company manages market risk which evaluates and exercises independent control over the entire process of market risk management. The management recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee.
(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. Credit risk arises from cash held with banks as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
Trade receivables and other financial assets
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits, continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business and through regular monitoring of conduct of accounts.
An impairment analysis is performed at each reporting date on an individual basis for major customers. The history of trade receivables shows a negligible provision for bad and doubtful debts. The management believes that no further provision is necessary in respect of trade receivables based on historical trends of these customers. Further, the Company’s exposure to customers is diversified and no single customer has significant contribution to trade receivable balances.
In respect of financial guarantees provided by the Company to banks and financial institutions, the maximum exposure which the Company is exposed to is the maximum amount which the Company would have to pay if the guarantee is called upon. Based on the expectation at the end of the reporting period. The Company considers that it is more likely than not that such an amount will not be payable under the guarantees provided.
With regards to all other financial assets with contractual cash flows management believes these to be high quality assets with negligible credit risk. Thus, no provision for expected cash loss has been provided on these financial assets.
(b) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: currency risk and interest rate risk. Financial instruments affected by market risk includes loan and borrowings, lease liabilities and derivative financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. There have been no significant changes to the Company’s exposure to market risk or the methods in which they are managed or measured.
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. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates. The borrowings as at March 31,2024 is Rs. 1,679.23 Lacs (previous year Rs. 5,291.78 Lacs) which are interest bearing and interest rates are variable.
Interest rate sensitivity
For the year ended March 31, 2024, every 1 percentage increase/ decrease in weighted average bank interest rate might have affected the Company’s incremental margins (profit as a percentage to revenue) approximately by 0.35% (previous year 0.54%).
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company’s exposure to currency risk relates primarily to the Company’s operating activities and borrowings when transactions are denominated in a different currency from the Company’s functional currency.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period.
(d) Capital Risk Management Policies and Objectives
The Company’s objective while managing capital is to safeguard its ability to continue as a going concern (so that it is enabled to provide returns and create value for its shareholders, and benefits for other stakeholders), support business stability and growth, ensure adherence to the covenants and restrictions imposed by lenders and / or relevant laws and regulations, and maintain an optimal and efficient capital structure so as to reduce the cost of capital and to maximise shareholders value. In order to maintain or adjust the capital structure, The Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares, obtain new borrowings or sell assets to reduce debt, etc.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements and the requirements of the financial covenants.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as interest bearing loans and borrowings less cash and cash equivalents.
41. SEGMENT INFORMATION
The Company’s business operations predominantly relate to manufacture of single product i.e., ERW pipes for selling worldwide. In view of this there may be product as primary segment and geography as secondary Segment. All the machines, building, other infrastructure, materials and consumables are used commonly/ interchangeably and it is not possible and practical to allocate revenue, profit/ loss, assets or liabilities to any particular sise, customer market etc. nor the specified parameters are applicable to any particular sise, customer, market etc. distinguishing it as a reportable item under specified headings. However, revenue from export (outside India) and home (within India) is given under geographical segment as under.
45. DIVIDEND DISTRIBUTION MADE/PROPOSED
The Board of Directors of the Company at their meeting held on May 10, 2024, considered and recommended a final dividend @ 12.50% i.e., Rs. 0.25 per share, which shall be payable subject to declaration of the same in the annual general meeting, to the shareholder as on record date for the purpose (final dividend paid for previous financial year ended March 31,2023 was Rs. 168.91 Lacs @ Rs. 0.20 per share of nominal value of Rs. 2 per share).
46. DISCLOSURE AS PER IND AS 36 IMPAIRMENT OF ASSETS'
The Company has reviewed the carrying amount of its tangible and intangible assets (being a cash generating unit) with its future present value of cash flows and there has been no indication of impairment of the carrying amount of the Company’s such Assets taking consideration into external and internal sources of information.
47. DISCLOSURE AS PER IND AS 10 EVENT OCCURRING AFTER REPORTING DATE
No adjusting or significant non-adjusting events have occurred between March 31,2024 and the date of authorisation of the Company’s financial statements.
f. Quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts.
g. During the financial year 2022-23, In accordance with the sanctioned scheme of amalgamation, Chetan Industries Limited was merged with the Company.
h. The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.
i. 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;
- 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
- Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
j. The Company has not received any funds 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;
- 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
- Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
k. The Company does not have any transactions which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
l. The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
50. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level and certain master fields (Asset Master, Customer Master and Vendor Master) for users with certain privileged access rights as it related to the accounting software. Further no instance of audit trail feature being tampered with was noted in respect of the software.
51. The Company has carried out exercise of balances confirmation of trade receivable, trade payable, advances given, and other financial and non-financial assets and liabilities and have received confirmations in most of the cases. In few cases, such balances are subject to confirmation/ reconciliation and their balances are stated as per books of accounts. Adjustments, if any will be accounted for on confirmation/ reconciliation of the same, which in the opinion of the management will not have a material impact.
52. Disclosure as per Ind AS 1 'Presentation of financial statements’ and Disclosure as per Ind AS 8 - 'Accounting Policies, Changes in Accounting Estimates and Errors’.
Certain changes have also been made in the policies for improved disclosures. There is no impact on the financial statements due to these changes.
53. The figures for the previous year have been reclassified / regrouped wherever necessary including for amendments relating to Schedule III of the Companies Act, 2013 for better understanding and comparability.
The figures of the financial statements are represented as in Indian Rupees Lacs upto two decimal places leaving the scope of rounding up variations.
The accompanying notes from an integral part of the standalone financial statements.
for N. Kumar Chhabra and Co. for and on behalf of the Board of Directors
Chartered Accountants of J T L Industries Limited
ICAI Firm Registration Number 00837N (Formerly Known as JTL Infra Limited)
CA. Ashish Chhabra Pranav Singla Madan Mohan
FCA., Partner Whole Time Director Managing Director
Membership Number 507083 DIN: 07898093 DIN: 00156668
UDIN: 24507083BKBLVW5822
Amrender Kumar Yadav Atul Garg
Place : Chandigarh Company Secretary Chief Financial Officer
Date : May 10, 2024 Membership Number: A41946 PAN: ALZPG9915G
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