Notes to Accounts of Jyoti Ltd.

Mar 31, 2025

1.13. Contingent Liabilities and Commitments:

(a) Provisions are recognized when the Company has present legal or constructive obligation, as a result of
past events, for which it is probable that an outflow of economic benefits will be required to settle the
obligation and a reliable estimate can be made for the amount of the obligation.

(b) Contingent Liabilities are disclosed after careful evaluation by the Management of facts and legal aspects
of the matter involved.

(c) Contingent Assets are neither recognized nor disclosed in the Financial Statements except
MAT Credit Entitlement.

6. Net Profit on account of foreign exchange fluctuation ^ 5.84 lakhs (Previous year net profit of ^ 2.46 lakhs)
has been accounted for in the Statement of Profit and Loss.

7. Disclosure required under Micro, Small and Medium Development Act 2006:

On the basis of confirmation obtained from the suppliers who have registered themselves under the Micro,
Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006) and based on the information
available with the Company the following are the details.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed
equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock
exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market 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

16. Financial Risk Management

The Company has exposure to credit risk, liquidity risk and market risk arising from financial instruments.

The Company''s risk management policies are established to identify and analyze the risk faced by the Company,
to set appropriate risk limit and controls and to monitor risks. Risk management policies and systems are
reviewed periodically to reflect changes in market conditions and the Companies'' activities.

The Company monitors compliance with Company’s risk management policies and procedures and reviews the
adequacy of the risk management framework in relation to the risks faced by the Company.

(a) Credit Risk: Credit Risk is the risk of financial loss to the Company if a customer or counter party to the financial
instruments fails to meet its contractual obligations and arises principally from the Company’s receivables from
customers, loans and investments. Credit Risk is managed through continuous monitoring of receivables and
follow up for over dues.

Investments: The Company limits its exposure to credit risk by generally investing in liquid securities and only
with counter parties that have a good credit rating. The Company does not expect any losses from the non
performance by these counter parties and does not have any significant concentration of exposure to specific
industry or specific country risks.

Trade Receivables: The Company has used expected credit loss model for assessing the impairment loss. For
the purpose Company uses provision matrix to compute the expected loss amount. The provision matrix takes
into account external and internal risk factor and historical data to credit losses from various customers.

- Currency Risk : The Company has no significant exposure to export revenue and import of raw material and
property, plant and equipments so the Company is not subject to significant risk that changes in foreign
currency value impact.

17. Capital Management:

Risk Management:- For the purpose of Company''s Capital Management, Equity includes Equity Share Capital
and all other Equity Reserves attributable to the equity holders of the Company. The Company manages its
capital to optimize to the shareholders and make adjustments to it in light of changes in economic conditions or
its business requirements. The Company''s objective is to safeguard continuity, maintain a strong credit rating
and healthy capital ratios in order to support its business and provide adequate returns to shareholders through
continuing growth and maximize the shareholders value. The Company funds its operations through internal
accruals. The Management and the Board of Directors monitor the return of capital as well as the level of
dividend to shareholders.

18. Other Statutory Information

(a) The Company is not declared as a willful defaulter.

(b) The Company is not having any relationship with struck off companies.

(c) The Company has no approved Scheme(s) of Arrangements u/s 230 to 237 of Companies Act, 2013.

(d) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, 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 on behalf of the Ultimate Beneficiaries.

(e) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, 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 on behalf of the Ultimate Beneficiaries; and

(f) There is no undisclosed income during the year in Tax Assessments under the Income Tax Act, 1961.

(g) The Company has not traded or invested in Crypto Currency or Virtual Currency during the Financial Year.

As per our Report attached of even date

For Amin Parikh & Co. Suresh Singhal Rahul N. Amin

Chartered Accountants Vice President (Legal) & Chairman & Managing Director

F.R.N. 100332W Company Secretary Vadodara

Vadodara Directors

CA. Samir R. Parikh Tejal R. Amin

Partner Vadodara

M.No. 41506 Ronak Shah Utpal R. Shah Ashish A. Shah

V_ad_od_ara Chief Financial Officer Vadodara Vadodara

27th May, 2025 ^Vadodara 27th May, 2025

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Mar 31, 2024

1.13.Contingent Liabilities and Commitments

(a) Provisions are recognized when the Company has present legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation.

(b) Contingent Liabilities are disclosed after careful evaluation by the Management of facts and legal aspects of the matter involved.

(c) Contingent Assets are neither recognized nor disclosed in the Financial Statements except MAT Credit Entitlement.

			('' lakhs)
		2023-2024	2022-2023
2. Estimated value of Capital contracts yet to be executed and not provided		44.81	59.59
3. Contingent Liability to the extent not provided for : (a) Bank Guarantees and Counter Guarantees (b) Bills / Cheques discounted with scheduled banks (c) Income Tax (d) Service Tax / Excise Duty (e) Claims against the Company/disputed liabilities not acknowledged as debts		2,569.54 406.52 2,214.39 118.74 884.40	3,294.76 671.46 394.82 118.74 846.85

13. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/confirmation.

(b) In the opinion of the Company, Current Assets and Non-Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

14. There is no amount due and outstanding to be credited to Investor Education & Protection Fund as at 31^st March, 2024, except dividend amounting to '' 6.67 lakhs, which is subjudice.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market 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

16. Financial Risk Management

The Company has exposure to credit risk, liquidity risk and market risk arising from financial instruments.

The Company''s risk management policies are established to identify and analyze the risk faced by the Company, to set appropriate risk limit and controls and to monitor risks. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Companies'' activities.

The Company monitors compliance with Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

(a) Credit Risk: Credit Risk is the risk of financial loss to the Company if a customer or counter party to the financial instruments fails to meet its contractual obligations and arises principally from the Company''s receivables from customers, loans and investments. Credit Risk is managed through continuous monitoring of receivables and follow up for over dues. Investments: The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter parties that have a good credit rating. The Company does not expect any losses from the non performance by these counter parties and does not have any significant concentration of exposure to specific industry or specific country risks. Trade Receivables: The Company has used expected credit loss model for assessing the impairment loss. For the purpose Company uses provision matrix to compute the expected loss amount. The provision matrix takes into account external and internal risk factor and historical data to credit losses from various customers.

Other than trade and other receivable, the Company has no other financial assets that are past due but not impaired.

(b) Liquidity Risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

- Price Risk: The Company is mainly exposed to the price risk due to its investment in equity instruments. The price risk arised due to unascertained about the future market value of these investments.

Management Policy: The Company maintains its portfolio in accordance with framework set by risk management policies.

- Currency Risk: The Company has no significant exposure to export revenue and import of raw material and property, plant and equipments so the Company is not subject to significant risk that changes in foreign currency value impact.

17. Capital Management:

Risk Management:- For the purpose of Company''s Capital Management, Equity includes Equity Share Capital and all other Equity Reserves attributable to the equity holders of the Company. The Company manages its capital to optimize to the shareholders and make adjustments to it in light of changes in economic conditions or its business requirements. The Company''s objective is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate returns to shareholders through continuing growth and maximize the shareholders value. The Company funds its operations through internal accruals. The Management and the Board of Directors monitor the return of capital as well as the level of dividend to shareholders.

18. Other Statutory Information

(a) The Company is not declared as a willful defaulter.

(b) The Company is not having any relationship with struck off companies.

(c) The Company has no approved Scheme(s) of Arrangements u/s 230 to 237 of Companies Act, 2013.

(d) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 on behalf of the Ultimate Beneficiaries.

(e) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 on behalf of the Ultimate Beneficiaries; and

(f) There is no undisclosed income during the year in Tax Assessments under the Income Tax Act, 1961.

(g) The Company has not traded or invested in Crypto Currency or Virtual Currency during the Financial Year.

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Mar 31, 2023

1) See Note No.24 (1) (1.6) (v) Adjustments includes provision for impairment of assets amounting to ? 18.50 lakhs (Previous Year ? 17.50 lakhs)

2) The company does not have any restriction on the title of its property, plant and equipments.

3) Depreciation includes depreciation on revaluation asset ? 1.37 lakhs transferred to revaluation reserve(Previous Year ? 1.37 lakhs)

4) The title deeds of immovable properties are held in the name of the Company and further Company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

* Shares of Mrs. Sarojini Dinubhai Amin has been transferred to IEPF authority and her current shareholding has become nil.

The rights, preferences and restrictions including restrictions on the distribution of dividends and the repayment of capital:

The Company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution / repayment of all creditors. The distribution will be in proportion to the number of equity shares held by the shareholders.

Shares in the Company held by each shareholder holding more than 5 percent shares specifying the number of shares held:

1) a) Total debts are secured by a first charge created in favour of Rare Asset Reconstruction Limited

(RARE ARC) on the stocks of raw materials, semi-finished and finished goods, consumable stores and spares, bills receivables and book debts, furniture, fixtures, office equipments and all other movable and immovable properties, both present and future, of the Company situated at Kasba, Dist. Vadodara, Gorwa, Dist. Vadodara and Mogar, Dist. Anand, all in the State of Gujarat. b) Also Equity Shares of the Core Promoter Group have been pledged to Lenders, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares.

2) Further, these facilities are also secured by the personal guarantee of Promoter Directors.

3) Please refer Note No.24(20) for repayment schedule.

		('' lakhs)
	2022-2023	2021-2022
2. Estimated value of Capital contracts yet to be executed and not provided	59.59	NIL
3. Contingent Liability to the extent not provided for :
(a) Bills/Cheques discounted with scheduled banks	671.46	307.26
(b) Income Tax	394.82	436.95
(c) Service Tax / Excise Duty	118.74	303.50
(d) Claims against the Company/disputed liabilities not acknowledged as debts	846.85	927.04

6. Net Profit on account of foreign exchange fluctuation '' 9.81 lakhs (Previous year net profit of '' 3.74 lakhs) has been accounted for in the Statement of Profit and Loss.

7. Disclosure required under Micro, Small and Medium Development Act, 2006

On the basis of confirmation obtained from the suppliers who have registered themselves under the Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Company the following are the details.

9. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Ind AS 108.

11. Net Deferred Tax Asset / Liability of '' (79.18) lakhs has been recognized for the year to the Statement of Profit and Loss on account of employees benefits and depreciation.

12. Operating Lease Obligations

Where the Company is a Lessee :

The Company has taken various commercial premises under operating lease or leave and license agreements. Lease payments are recognised in the Statement of Profit and Loss.

('' lakhs)

Payable not later than one year 15.92

13. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to

reconciliation/confirmation.

(b) In the opinion of the Company, Current Assets and Non-Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

14. There is no amount due and outstanding to be credited to Investor Education & Protection Fund as at 31^st March, 2023, except dividend amounting to '' 6.67 lakhs, which is subjudice.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market 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

16. Financial Risk Management

The Company has exposure to credit risk, liquidity risk and market risk arising from financial instruments.

The Company''s risk management policies are established to identify and analyze the risk faced by the Company, to set appropriate risk limit and controls and to monitor risks. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Companies'' activities.

The Company monitors compliance with Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

(a) Credit Risk: Credit Risk is the risk of financial loss to the Company if a customer or counter party to the financial instruments fails to meet its contractual obligations and arises principally from the Company''s receivables from customers, loans and investments. Credit Risk is managed through continuous monitoring of receivables and follow up for overdues. Investments: The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter parties that have a good credit rating. The Company does not expect any losses from the non performance by these counter parties and does not have any significant concentration of exposure to specific industry or specific country risks. Trade Receivables: The Company has used expected credit loss model for assessing the impairment loss. For the purpose Company uses provision matrix to compute the expected loss amount. The provision matrix takes into account external and internal risk factor and historical data to credit losses from various customers.

Other than trade and other receivable, the Company has no other financial assets that are past due but not impaired.

(b) Liquidity Risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

- Price Risk: The Company is mainly exposed to the price risk due to its investment in equity instruments. The price risk arised due to unascertained about the future market value of these investments.

Management Policy: The Company maintains its portfolio in accordance with framework set by risk management policies.

- Currency Risk: The Company has no significant exposure to export revenue and import of raw material and property, plant and equipments so the Company is not subject to significant risk that changes in foreign currency value impact.

17. Capital Management:

Risk Management:- For the purpose of Company''s Capital Management, Equity includes Equity Share Capital and all other Equity Reserves attributable to the equity holders of the Company. The Company manages its capital to optimize to the shareholders and make adjustments to it in light of changes in economic conditions or its business requirements. The Company''s objective is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate returns to shareholders through continuing growth and maximize the shareholders value. The Company funds its operations through internal accruals. The Management and the Board of Directors monitor the return of capital as well as the level of dividend to shareholders.

18. Other Statutory Information

(a) The Company is not declared as a willful defaulter.

(b) The Company is not having any relationship with struck off companies.

(c) The Company has no approved Scheme(s) of Arrangements u/s 230 to 237 of Companies Act, 2013.

(d) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 on behalf of the Ultimate Beneficiaries.

(e) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 on behalf of the Ultimate Beneficiaries; and

(f) There is no undisclosed income during the year in Tax Assessments under the Income Tax Act, 1961.

(g) The Company has not traded or invested in Crypto Currency or Virtual Currency during the Financial Year.

19. Exceptional Item of '' (655) lakhs for the year is net off bad debts, provision of bad debts and profit on sale of old machineries.

21. The Previous Year''s figures have been regrouped / rearranged wherever necessary to make it comparable with the Current Year.

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Mar 31, 2016

1. Net Loss on account of foreign exchange fluctuation Rs. 71.78 lakhs (Previous Year Net Gain Rs. 38.03 lakhs) has been accounted for in the Statement of Profit & Loss.

2. Based on information / documents available with the Company, Sundry Creditors include -

3. The Company is engaged in manufacturing of engineering goods only and therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

4. Net Deferred Tax Asset / Liability of Rs. (224.78) lakhs has been recognized for the year to the statement of Profit and Loss on account of Employees benefits and Depreciation.

5. (a) Operating Lease Obligations :

Where the Company is a Lessee :

The Company has taken various commercial premises under operating lease or leave and license agreements. Lease Payments are recognized in the Profit & Loss Account.

6. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/confirmation. The Management does not expect any material difference affecting the financial statements on reconciliation.

7. In the opinion of the Company, Current Assets and Non-Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31^st March, 2016, except Dividend amounting to Rs. 2.00 lakhs, which is sub judice.

9. As per CDR Guidelines, Promoters have brought necessary contribution amounting to Rs. 1980 lakhs by way of Share Application Money which will be converted into Share Capital subject to approval of appropriate authorities.

10. The infrastructure industry, particularly in water and power segments, has not recovered as expected, resulting in delay in completion of projects and the recovery of dues. The company has assessed and provided for doubtful debts and advances amounting to Rs. 386.44 lakhs. The Company is optimistic of improvement in these industry sectors which will help in speedy execution of projects and resultant collection of its dues.

As on 31^st March, 2016, the overdue amount on account of interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Installment of Term Loan was Rs. 12,379.19 lakhs.

11. In view of erosion of the Net Worth of the Company as at 31.03.2014, the Company filed a reference application u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) with Hon. Board for Industrial and Financial Reconstruction (BIFR) for determination of measures which may be adopted with respect to the Company. The said reference was registered as Case No. 62/2014.

The Hon. BIFR, in the hearing held on 05.10.2015, declared the Company a Sick Industrial Company in terms of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 and appointed the lead bank, Central Bank of India as Operating Agency (OA) under section 17(3) of the Act to examine the viability of the Company and for formulating a Draft Rehabilitation Scheme (DRS) for revival of the Company with a Cut Off Date of 31.03.2016.

As per the directions of the Hon. BIFR, the Company has submitted the DRS to the OA, other consortium member banks/lenders and Hon. BIFR. Company’s Techno Economic Viability Study (TEV) has also been carried out by a leading agency and a positive TEV has been submitted to the banks. The DRS is presently under consideration of the banks.

As the DRS is still to be approved by the lenders and Hon. BIFR, no effect of the restructuring proposal is considered in the books of account.

12. The Company is very positive about its viability, in lines with the DRS proposal and TEV submitted to the lenders. The Company is optimistic about its future and in view of the Company’s ability to continue to execute its orders, despite adversities, it expects that Company’s financials will show a marked improvement once the DRS proposal is accepted and implemented by the lenders and the Hon. BIFR. In view thereof, the Financial Statements have been prepared by the Management on a ‘Going Concern’ basis. No adjustment is considered necessary to the recorded assets, recorded liabilities, contingent liabilities and other commitments for the reasons and perception of the Management.

13. The efforts of the Board of Directors to realize business value from DRS achieved progress with a formal submission of scheme in February 2016. Pending its final approval by the lenders and the Hon. BIFR, the Board of Directors believes, the DRS when implemented will alleviate the current resource crunch and help the Company to achieve robust financial health.

The Board of Directors is of the view that a deferred tax asset of Rs. 6390 lakhs would be available to the company for adjustment against future tax liability as may accrue and would be applicable to the Company. This has been envisaged in the said DRS proposal. Such a deferred tax asset does not consider tax demand of Rs. 3026 lakhs arising out of disallowances made in the assessment order recently received for Assessment Year 2013-14. The Board of Directors is of the view that such a tax demand is reversible during ongoing appeal proceedings, as per merits of the same, as advised to the company. However, as a prudent accounting policy, the said Deferred Tax Asset of Rs. 6390 lakhs has not been recognized in the books of account.

14. The figures of previous year are regrouped / rearranged wherever necessary.

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Mar 31, 2015

1 The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

2 As required by Accounting Standards - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have taken place during the year

(a) Subsidiary Companies : -

(b) Associate Companies : JSL Industries Ltd.

: Insutech Industries Ltd.

: Navrachana Educational Resources Ltd.

(c) Joint Venture : Jyoti Sohar Switchgear L.L.C.,Oman

(d) Key Management Personnel :

Chairman & Managing Director - Mr. Rahul Nanubhai Amin Non-Executive Director - Mrs. Tejal Rahul Amin*

3 (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/confirmation. The Management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Company, Current Assets and Non-Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

4 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2015, except Dividend amounting to Rs, 2.00 lakhs, which is subjudice.

5 During the last Financial Year, the Banks have implemented CDR Package involving Restructuring of their Loans, reduction in Interest Cost, making available need based Working Capital Facilities and Term Loans to support the Company's operations. The Management continues to strive for reduction in operating and administrative costs, making intensive drive for collection of receivables, improving order inflows with higher margins and better cash flows, etc. to improve the Company's operations and future cash flows to revive the Company.

6 As per CDR Guidelines, Promoters have brought necessary contribution amounting to Rs, 1980.00 lakhs by way of Share Application Money which is under the process of conversion into Share Capital subject to approval of Shareholders and appropriate authorities.

7 As on 31st March, 2015 the accumulated losses of the Company are Rs, 25353.04 lakhs, which exceeded its net worth. Accordingly during the year, the Company was registered with the Board for Industrial and Financial Reconstruction (BIFR) under Section 15(1) of the Sick Industrial Companies (Special Provisions)Act, 1985 (SICA), for determination of measures for its rehabilitation. The Company has already initiated the process of declaring itself as a Sick Company.

Despite the continued losses, total erosion of the Net Worth and Liquidity constraint, the Management believes that considering the change in overall industrial outlook, current performance and trends of the Company swell as efforts put in for cost reduction and collection from receivables and measures initiated by the Company for rehabilitation through BIFR, the Management is optimistic of the future and therefore, the Financial Statements have been prepared by the Management on a 'Going Concern' basis. No adjustment is considered necessary to the recorded assets, recorded liabilities, contingent liabilities and other commitments for the reasons and perception of the Management.

8 On account of slowdown in the economy and various projects in power and water segments being put on hold, the execution and resultant realization of receivables in many projects have been delayed. The Company has, therefore, provided for bad and doubtful trade receivables and other advances to the extent of Rs, 1559.17 lakhs as per current assessment. The Management is very hope full of recovery of balance amounts in view of expected improvement in the business environment and further improvement in pace of execution of various projects as well as finalization of new orders.

9 The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables. There is no outstanding position and exposure as on 31st March, 2015.

As on 31st March, 2015, the overdue amount on account of interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Installment of Funded Interest Term Loan was Rs, 1853.48 lakhs (since paid Rs, 1282.46 lakhs).

10 Pursuant to the enactment of the Companies Act, 2013, the Company has applied the estimated useful lives as specified in Schedule II. Accordingly, the carrying amount of the assets is depreciated over the revised remaining useful life of the assets. In case of assets where the useful life has already expired as at 1st April, 2014, the difference between the carrying amount and the residual value, amounting toRs, 103.09 lakhs (net of deferred tax), has-been adjusted in the opening balance of the Profit and Loss Account.

11 In the Annual General Meeting held on 22nd September, 2014, the Audited Financial Statements for the year ended on 31st March, 2014, have not been adopted by the Shareholders as votes cast against were more than votes cast in favor of the resolution and the Annual General Meeting was adjourned sine die for adoption of Audited Financial Statements in compliance with Section 137 of the Companies Act, 2013.

However, the Company has prepared Audited Financial Statements, on the basis of the audited closing balance of the previous year as the opening balance for the current financial year 2014-15.

12 In the Annual General Meeting held on 22nd September, 2014, the ordinary resolution for re-appointment of Auditors of the Company for the Financial Year ending 31st March, 2015 to 31st March, 2017, was not passed as votes cast against were more than votes cast in favors of the resolution.

However, based on the legal opinion obtained by the Company from the prominent practicing company secretaries, the present statutory auditors continue to be the auditors of the Company, as per the provisions of Section 139(10) of the Companies Act, 2013.

13 The Board of Directors of the Company have taken up for consideration availing of a financial package for rehabilitation. Such a package, it is believed, will alleviate the current resource crunch and help the Company to achieve robust financial health. In view of this, the Company is of the view that aggregate carried forward and current year financial losses and depreciation would enable availing of tax permissible set off. Based on this understanding, the Board of Directors is of the view that a deferred tax asset of Rs, 4789 lakhs is available to the Company. The Board of Directors believes the Company has intrinsic strengths to make use of such an asset against the profits that would be generated out of business operations. As a prudent accounting policy, the said Deferred Tax Asset of Rs, 4789 lakhs has not been recognized in the books of account.

14 The figures of previous year are regrouped / rearranged wherever necessary. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Seventy First Annual General Meeting of the company, to be held on the 10th day of December, 2015 at 9.00 a.m. at Registered Office of the Company situated at NanubhaiAmin Marg, Industrial Area, P.O. Chemical Industries, Vadodara – 390 003 and at any adjournment thereof in respect of such resolutions as are indicated below :

Resolution No.:

1 Adoption of Financial Statements - To receive, consider and adopt the Financial Statements of the Company for the financial year ended on 31st March, 2015, including the audited Balance Sheet as at 31st March, 2015, the Statement of Profitand Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

2 Re-appointment of Shri U. V. Desai (DIN: 00236530), who retires by rotation and being eligible, offers himself for re-appointment.

3 Appointment of Statutory Auditors - To appoint Statutory Auditors of the Company to hold office fromthe conclusion of this Annual General Meeting until the conclusion of the second consecutive Annual General Meeting and to fix their remuneration.

4 Appointment of Shri Tushar Dayal (DIN: 01055037) as an Independent Director.

5 Appointment of Shri V.K. Gulati (DIN: 02127750) as an Independent Director.

6 Appointment of Shri Shrikar Bhattbhatt (DIN: 00144208) as an Independent Director.

7 Appointment of Dr. Rajesh Khajuria (DIN: 06980213) as an Independent Director.

8 Appointment of Shri Marut Patel (DIN: 06980022) as Director.

9 Appointment of Smt. Tejal Amin (DIN: 00169860) as Director.

10 Approval of Remuneration of Cost Auditors of the Company.

11 Special Resolution under Section 180 (1) (a) of the Companies Act, 2013 for Creation of mortgage / charge for Borrowings / Financial Assistance availed.

12 Special Resolution for adoption of newest of Articles of Association of the Company as per the Companies Act, 2013.

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Mar 31, 2014

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution / repayment of all creditors. The distribution will be in proportion to the number of equity shares held by the shareholders.

2013-14 2012-13 (Rs. lakhs) (Rs. lakhs)

2. Estimated value of Capital contracts yet to be executed and not provided 770.89 929.99

3. Contingent liability to the extent not provided for :

- Bills/Cheques discounted with scheduled banks 763.80 4393.45

- Income Tax 50.61 111.11

- Service Tax / Excise Duty 15.94 15.56

- Compensation payable on bank sacrifice under 451.20 - CDR Scheme

- Claims against the Company/ disputed liabilities not 209.75 - acknowledged as debts

4. An amount of Rs. 3.31 lakhs representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Statement of Profit and Loss.

5. Net Loss on account of foreign exchange fluctuation Rs. 227.46 lakhs (Previous Year Rs. 63.59 lakhs) has been accounted for in the Statement of Profit & Loss.

As per requirement of Section 22 of Micro, Small & Medium Enterprises Development Act, 2006 following information is disclosed to the extent identifiable:-

6. Disclosures for defined benefit plans based on actuarial reports as on 31st March, 2014

7. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

8. As required by Accounting Standard AS - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have taken place during the year

(a) Subsidiary Companies : —

(b) Associate Companies : JSL Industries Ltd.

: Insutech Industries Ltd.

: Navrachana Educational Resources Ltd.

(c) Joint Venture : Jyoti Sohar Switchgear L.L.C.,Oman

(d) Key Management Personnel :

Chairman & Managing Director - Mr. Rahul Nanubhai Amin Wholetime Director - Ms. Shubhalakshmi Rahul Amin*

Non-Executive Director - Mrs. Tejal Rahul Amin

9. Net Deferred Tax Asset / Liability of Rs. 354.97 lakhs for the year on account of Employees benefits and Depreciation has been recognized to the Statement of Profit & Loss.

10. (a) Finance Lease Obligations :

The Company has acquired certain hardware, software etc under finance lease. Minimum lease payments outstanding as on 31st March 2014 in respect of these assets are as follows:

(b) Operating Lease Obligations :

(i) Where the Company is a Lessee :

The Company has taken various commercial premises under operating lease or leave and license agreements. Lease Payments are recognised in the Profit & Loss Account.

Rs. In lakhs Payable not later than one year 19.99

11. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/confirmation. The Management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Board, Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

12. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2014.

13. During the year ended 31.03.2014, the Banks have implemented CDR Package involving Restructuring of their Loans, reduction in Interest Cost, making available need based Working Capital Facilities and Term Loans to support the Company''s operations. The Management has already taken various actions, as mentioned hereunder, for reduction in operating costs, making intensive drive for collection of receivables, improving order inflows with higher margins and better cash flows, etc. to improve the Company''s operations and future cash flows to revive the Company and to meet these obligations:- A. The employees'' cost has been reduced substantially by rationalizing of manpower and by taking other measures.

B. The other overheads such as travelling, publicity, stationery, postage, etc have also been reduced by exercising tight control.

C. The Company has also geared up collection drive by continuous monitoring which has resulted in receiving from old outstandings large amounts from various customers including more than Rs. 25 crores from a single party from Karnataka State, which was stuck up for last about 15 months. The exercise is continued to get better collections which would provide further liquidity to meet the operational requirements of the Company. This will result in reduction in finance costs in the current year.

D. All capital expenditure has been postponed barring absolutely necessary operational requirements.

E. Efforts are on for reducing the material costs in every possible manner. For major projects, materials are planned on the concept of As-Late-As-Possible to avoid unnecessary blocking of funds in the materials.

14. As per CDR Guidelines, Promoters have brought necessary contribution amounting to Rs. 1980 lakhs by way of Share Application Money which is under the process of conversion into Share Capital subject to Shareholders'' approval.

15. As on March 31, 2014 the accumulated losses of the Company are Rs. 13,895.51 lakhs, which exceeded its net worth. Accordingly the Company, in compliance with the provisions of section 15(1) of Sick Industrial Companies (Special Provision) Act, 1985 will make a reference to Board of Industrial and Financial Reconstruction (BIFR) in due course. The Company''s operations were adversely affected during the year due to slow down in the Economy, adverse Govt. policies and higher Raw Material Cost. Further, considering the change in scenario, recent performance and trends of the Company as well as overall industry outlook, the Management believes that losses incurred in the past would reasonably be made good, in due course. The financial statements, as such have been prepared on a going concern basis on the strength of Management''s plan of revival including reorganization of business.

16. On account of slowdown in the economy and various projects in power and water segments being put on hold, the execution and resultant realization of receivables in many projects have been delayed. The Company has, therefore, provided for bad and doubtful trade receivables and other advances to the extent of Rs. 2338.44 lakhs as per current assessment. The Management is very hopeful of recovery of balance amounts in view of expected improvement in the business environment and further improvement in pace of execution of various projects as well as finalization of new orders.

17. The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables.

The outstanding position and exposure as on 31st March, 2014 is Rs. NIL.

18. The figures of previous year are regrouped / rearranged wherever necessary.

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Mar 31, 2013

1. Contingent liability to the extent not provided for :

- Bills/Cheques discounted with scheduled banks 4393.45 1802.04

- Income Tax 111.11 141.68

- Service Tax 15.56 14.70

2. An amount of Rs. 8.38 lakhs representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Statement of Profit and Loss.

3. Net Loss on account of foreign exchange fluctuation Rs. 63.59 lakhs (Previous Year Net Loss Rs. 64.45 lakhs) has been accounted for in the Profit & Loss Account.

4. Based on information / documents available with the Company, Sundry Creditors include :

5. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS - 17).

6. As required by Accounting Standard AS - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have taken place during the year

(a) Subsidiaries Company : —

(b) Associate Companies : JSL Industries Ltd.

: Insutech Industries Ltd

(c) Joint Venture : Jyoti Sohar Switchgear L.L.C.

(d) Key Management Personnel :

Chairman & Managing Director - Mr. Rahul Nanubhai Amin Wholetime Director - Ms. Shubhalakshmi Rahul Amin

Non-Executive Director - Mrs. Tejal Rahul Amin

7. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation. The management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Board, Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2013.

9. During the year ended 31.03.2013, the Company has incurred Cash loss of Rs. 2766.41 lakhs. Secondly, there were liabilities to banks for Buyer''s Credit aggregating to Rs. 3703.37 lakhs, which remained unpaid on 31.03.2013, out of which the Company has already paid Rs. 277.43 lakhs. The Management has already taken various actions for operating cost reduction, improving order inflow, making intensive drive for collection of receivables, etc. to improve the Company''s future cash flow to meet these obligations. It has also proposed to the banks to restructure loan repayments and to provide other supportive measures, preferably under Corporate Debt Restructuring (CDR) mechanism so that the Company can have further flexibility to manage its future cash flow in much better manner.

Accordingly, these financial statements have been prepared on a Going Concern basis and no adjustments are considered necessary.

10. The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables.

The outstanding position and exposure as on 31st March, 2013 is NIL.

11. The figures of previous year are regrouped / rearranged wherever necessary.

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Mar 31, 2012

Note :

The above includes:

1) 6,25,000 Shares alloted as fully paid-up Bonus shares by Capitalisation of General Reserve (1,25,000 Bonus shares were issued in 1969 and 5,00,000 issued in 1976-77)

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution / repayment of all creditors. The distribution will be in proportion to the number of equity shares held by the shareholders. The company declares dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. For the year ended on 31st March 2012, an amount of Rs. 1 of dividend per equity share was proposed for the equity shareholders (P.Y. Rs. 1.20 per equity share)

Notes :-

1) a) The term loans and cash credit facilities carry interest @ 13% to 14.25% p.a.

b) The term loans, cash credit facilities, interest accrued and due thereon and non-fund based facilities are secured by a first charge created in favors of consortium banks, on the stocks of raw materials, semi finished and finished goods, consumable stores and spares, bills receivables and book debts, furniture, fixtures, office equipments and all other movable and immovable properties, (except those created in favour of Technology Development Board), both present and future, of the company situated at Kasba, Dist. Vadodara, Gorwa, Dist. Vadodara, Mogar, Dist. Anand and Moje Sama in registration District and Sub-District of Vadodara, all in the State of Gujarat.

2) The term loan from Technology Development Board carries interest @ 5% and is secured by first charge on the assets created for Wind Turbine Project both, present and future.

3) Further, these facilities are also secured by the personal guarantee of Promoter Directors.

4) Please refer note 17(18) for repayment schedule.

Notes:

1) Vehicles include gross value of Rs. 270.94 lakhs and Plant & Machinery includes gross value of Rs. 741.80 lakhs purchased under hire purchase arrangements & lease finance.

2) See Note No. 17(C) (vi) for impairment of Rs. 9.81 lakhs (Previous Year Rs. 6.80 lakhs)

3. An amount of Rs. 8,38,462 representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Statement of Profit and Loss.

4. Net Loss on account of foreign exchange fluctuation Rs. 64.45 lakhs (Previous Year Net Gain Rs. 10.39 lakhs) has been accounted for in the Profit & Loss Account.

5. Based on information / documents available with the Company, Sundry Creditors include :

As per requirement of Section 22 of Micro, Small & Medium Enterprises Development Act,2006 following information is disclosed to the extent identifiable.

6. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

7. As required by Accounting Standard AS - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

8. Net Deferred Tax Asset / Liability of Rs. 281.52 lakhs for the year on account of Leave Pay, Gratuity, Super Annotation, VRS and Depreciation has been recognized to the Statement of Profit & Loss.

9. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation. The management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Board, Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

10. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2012.

11. The Company has forfeited 5,30,000 No. of Equity Warrants @ Rs. 20.75 (25% of warrant price) aggregating to Rs. 1,09,97,500 due to non-exercising of warrants by warrant holders and the same amount transferred to Capital Reserve.

12. In reference with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under Income Tax Act, 1961, during the year the amount of Rs. 225.60 lakhs has been recognized against the MAT provision.

MAT Credit Entitlement is recognized as Asset under the head "Loans and Advances". Hence, in the Statement of Profit and Loss, the Current Tax is reflected as under:

Current Tax (MAT Provision) Rs. 225.60 lakhs

Less : MAT Credit Entitlement Rs. 225.60 lakhs

Net Current Tax Expens -

13. The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables.

14. The Company has earlier got sanctioned Loan of Rs. 10.00 crores from the Technology Development Board (TDB) at concessional rate of 5% for the project of Design and Development of 850 kw Wind Energy Converter System. Since the project is under progress and the Company has only drawn loan up to Rs. 2.50 crores, the Company has requested TDB to extend project completion date along with relevant loan re-payment schedule, which proposal is under active consideration by TDB.

15. During the year ended 31st March, 2012 the Revised Schedule VI notified under the Companies Act, 1956 has become applicable to the Company for preparation and presentation of its financial statements. The adoption of Revised schedule VI does not impact recombination and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The company has also reclassified the previous year's figures in accordance with the requirements applicable in the current year. In view of this reclassification, certain figures of current year are not strictly comparable with those of the previous year.

Notes : i) Previous year figures are regrouped wherever necessary.

ii) Figures in brackets indicate negative figures.

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Mar 31, 2010

1. An amount of Rs. 8,38,462 representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Profit and Loss Account.

2. In respect of Income Tax Assessments for earlier years, the Company has preferred appeals against the relevant demands which are pending before the Appellate Authorities. The company expects no liability on this account.

3. Net Gain on account of foreign exchange fluctuation Rs. 2,95,453 (Previous Year Loss Rs. 20,89,235) have been accounted for in the Profit and Loss Account.

4. The Company is engaged in manufacturing of engineering goods only and therefore there is only one reportable segment in accordance with Accounting Standard (AS 17).

5. As required by Accounting Standard (AS) - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have been taken place during the year

(a) Subsidiaries Company : -

(b) Associate Companies/Firm : JSL Industries Ltd.

Insutech Industries Pvt. Ltd (Formerly Insutech Industries)

(c) Joint Venture : Jyoti Sonar Switchgear LLC.

(d) Key Management Personnel

Chairman & Managing Director - Mr. Rahul Nanubhai Amin

Wholetime Director - Ms. Keki Rambhai Patel

Non-Executive Director - Smt. Tejal Rahul Amin

6. Interest and Financial charges include recompense amount of Rs. 538.82 lacs paid / payable to Consortium of Banks under Corporate Debt Restructuring (CDR) Mechanism, for the Company to exit from CDR. Final adjustments required, if any, will be made on approval by the CDR Empowered Group.

7. (a) The accounts of Debtors, Creditors and Advances are subject to confirmation / reconciliation.

The management does not expect any material difference affecting the financial statements on reconciliation / adjustments.

(b) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated.

8. Excise duty on finished goods stock has been accounted / included in the profit and loss account under the head Consumption of Raw Materials, Components and Others.

9. The figures of previous year are regrouped / rearranged wherever necessary.