Jyoti Ltd. - Annual Report 2020 | FinancialReports.eu

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By Electronic. Mode

@ �.!�!!, �!�: Nanubhai Amin Marg,

Nanubhai Amin Marg, Industrial Area, P.O. Chemical Industries, Vadodara-390 003. (India) Phone :3054444 Fax : ++91-265-2281871 2280671 E.Mail : [email protected] Website : http://www.jyoti.com

CIN: L36990GJ1943PLC000363

1[st ] September, 2020

General Manager DCS-CRD (Corporate Relationship Department) BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai -400 001

SCRIP CODE NO.: 504076

Sub.: Submission of Annual Report of the Company for the Financial Year ended 31[st ] March, 2020

Dear Sir,

The 76[th ] Annual General Meeting ("AGM") of the Company will be held on Wednesday, 30[th ] September, 2020 at 10.00 a.m. 1ST through Video Conferencing/ Other Audio Visual Means.

Pursuant to Regulation 34(1) of the Securities and Exch9nge Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached copy of Annual Report for the year 2019-20.

Thanking you,

Yours faithfully,

For Jyoti Limited
.• [�\�
� t1 ' � � CS S. Singha! Vice President (Legal) &
· .') · Company Secretary M. No. F8289

.·,_

Encl: As above

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th 76 Annual Report 2019-2020

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75 Years of Engineering Excellence

BOARD OF DIRECTORS

Chairman & Managing Director Mr. Rahul NanubhaiAmin Director Mrs. Tejal Rahul Amin Director Mr. Vijaykumar Gulati Director Mr. Tushar Charandas Dayal Director Mr. Shrikar Shriram Bhattbhatt Vice President (Legal) & Company Secretary Mr. Suresh Singhal Chief Financial Officer Mr. Ronak Shah

AUDITORS

Messrs Amin Parikh & Co. CharteredAccountants

LENDERS

REGISTERED OFFICE

Rare Asset Reconstruction Ltd. Bank of Maharashtra State Bank of India NanubhaiAmin Marg IndustrialArea P.O. Chemical Industries Vadodara – 390 003.

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CONTENTS PAGE NO.
Notice 1
Boards' Report 18
IndependentAuditor s Report ’ 58
Balance Sheet 69
Statement of Profit and Loss 70
Notes to Financial Statements 72
Cash Flow Statement 91
Consolidated Accounts 93
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NOTICE

NOTICE is hereby given that the SEVENTY SIXTH ANNUAL GENERAL MEETING (AGM) of the Members of JYOTI LIMITED will be held on Wednesday, 30[th ] September, 2020 at 10.00 a.m. through Video Conference / Other Audio Visual Means, to transact the following business:

ORDINARY BUSINESS

Item No.1 - Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) for the Financial Year ended on 31[st] March, 2020, including the audited Balance Sheet as at 31[st] March, 2020, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

Item No. 2 - Appointment of Director

To appoint a director in place of Mrs. Tejal Rahul Amin (DIN: 00169860) who retires by rotation and being eligible has offered herself for re-appointment.

SPECIAL BUSINESS

Item No. 3 - Reclassification of the Status of Promoter Group Shareholding into Public Shareholding

To Consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or any amendment or any substitution or re-enactment thereof, for the time being in force) and subject to the approval of BSE Limited and/or such other approval, if any, as may be required, the consent of the Members of the Company be and is hereby accorded to reclassify Mr. Chirayu Ramanbhai Amin and Mr. Mayank Natubhai Amin holding 590 and 2080 equity shares of the company respectively, from the existing ‘Promoter & Promoter Group Category’ to ‘Public Shareholder Category’.

RESOLVED FURTHER THAT the Promoters seeking re-classification from the existing ‘Promoter & Promoter Group Category’ to ‘Public Shareholder Category’ along with the person acting in concert, shall not:

i. have any special rights through formal or informal arrangements
ii. hold more than 10% of the paid-up share capital of the Company
iii. act as a Key Managerial Person for a period of more than three years from the date of Shareholders approval.

RESOLVED FURTHER THAT the Promoters seeking re-classification from the existing ‘Promoter & Promoter Group Category’ to ‘Public Shareholder Category’, shall continue to comply with the conditions as specified under sub regulation 3 of Regulation 31A of the Listing Regulations for a period as mentioned under sub regulation 4 of Regulation 31A of the Listing Regulations from the date of such re-classification.

RESOLVED FURTHER THAT Mrs. Tejal R Amin, Director and Mr. S. Singhal Vice President (Legal) and Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution .”

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Item No. 4 - Appointment of Mr. Rahul N Amin as Managing Director of the Company

To Consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT in accordance with the provisions of Sections 197, 198 and 203 read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the members of the Company hereby approves the terms of appointment and remuneration of Mr. Rahul Amin as Managing Director of the Company for a period of 3 (three) years with effect from 10th December, 2019 as set out in the explanatory statement annexed to this notice which are hereby specifically approved and sanctioned with liberty to the Board of Directors to make needful intra-approval alterations in the terms and conditions so as not to exceed the limits of remuneration as approved and as may be agreed to between the Board of Directors and Mr. Rahul Amin.”

Item No. 5 - Remuneration of Cost Auditors

To ratify the remuneration of the Cost Auditors for the Financial Year ending on 31st March, 2021 and in this regard to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution : “ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], the Cost Auditors appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee of the Board of Directors, to conduct the audit of the cost records of the Company for the financial year ended on 31st March, 2021, be paid the remuneration as mentioned herein be and is hereby ratified:

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Sr. No. Name of the Cost Auditor Products Audit Fees ( )
1. M/s. R.K. Patel & Co. Motors and Pumps 50,000/-
2. M/s. Y.S. Thakar & Co. Engineering products such as 25,000/-
Generators, Turbines and Relay
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RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No. 6 - Alteration of Articles of Association of the Company:

To Consider and, if thought fit, to pass the following resolution as Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) approval of the members be and is hereby accorded for alteration of the Articles of Association of the Company by inserting the following new Article 72A after existing Article 72:

72A NOMINEE DIRECTOR

Notwithstanding anything to the contrary contained in these Articles, so long as any moneys shall be owing by the Company to any financial institutions, corporations, banks or such other financing entities, or so long as any of the aforesaid banks, financial institutions or such other financing entities hold any shares/debentures in the Company as a result of subscription or so long as any guarantee given by any of the aforesaid financial institutions or such other financing entities in respect of any financial obligation or commitment of the Company remains outstanding then in that event any of the said financial institutions or such other financing entities shall, subject to an agreement in that behalf between it and the Company, have a right but not an obligation, to appoint one or more persons as Director(s) on the Board of Director of the Company as their nominee. The Nominee Director shall not be liable to retire by rotation. The aforesaid

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financial institutions or such other financing entities may at any time and from time to time remove the Nominee Director appointed by it and may in the event of such removal and also in case of the Nominee Director ceasing to hold office for any reason whatsoever including resignation or death, appoint other or others to fill up the vacancy. Such appointment or removal shall be made in writing by the relevant corporation and shall be delivered to the Company. The Company shall have no power to remove the Nominee Director from office. Each such Nominee Director shall be entitled to attend all General Meetings, Board Meetings and meetings of the Committee of which he/she is a member and he/she and the financial institutions or such other financing entities appointing him shall also be entitled to receive notice of all such meetings. The Nominee Director shall be paid such fees, allowances, expenses and other moneys as agreed between the Company and Financial Institutions, Corporations, Banks or such other Financing Entities.

Regd. Office : Nanubhai Amin Marg By Order of the Board Industrial Area P.O. Chemical Industries S. Singhal Vadodara-390 003 Vice President (Legal) & CIN: L36990GJ1943PLC000363 Company Secretary 11th August, 2020 M. No. F8289

NOTES

As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at [email protected] .
An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.
In terms of Section 152 of the Companies Act, 2013, Mrs. Tejal Amin (DIN: 00169860), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The details of Director seeking appointment/re-appointment as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Central Government is annexed hereto.
The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 23rd September, 2020 to Wednesday, 30th September, 2020 (both days inclusive) for the purpose of Annual General Meeting.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the Members in electronic mode.
The Company has appointed M/s. MCS Share Transfer Agent Limited as its Registrar and Share Transfer Agent for rendering the entire range of services to the Shareholders of the

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Company. Accordingly, all documents related to transfers, demat requests, change of address intimations and other communications in relation thereto with respect to shares in electronic and physical form should be addressed to the Registrars directly at their following address quoting folio no., full name and name of the Company as Unit: Jyoti Limited.

MCS Share Transfer Agent Limited

Address : 88, Sampatrao Colony, 1st Floor Neelam Apartment, Alkapuri Vadodara – 390 007

Tel. : 0265-2314757, 2350490 E-Mail : [email protected]

Members are requested to send in their queries in respect of Financial Statement of Accounts of the Company for the year ended on 31st March, 2020, at least one week in advance so as to enable the information ready.
Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / MCS Share Transfer Agent Ltd.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN / email to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN / email to the Company / MCS Share Transfer Agent Ltd.
Members holding shares in single name and physical form are advised to make nomination by filling up Form No. SH-13 in respect of their shareholding in the Company. The duly filled up nomination form should be sent to MCS Share Transfer Agent Ltd. for further process.
Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to MCS Share Transfer Agent Ltd., for consolidation into a single folio.
As per the provision of Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfer of shares of the Company shall not be processed unless the shares are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to able to freely transfer them and participate in various corporate actions, if any.
Non-Resident Indian Members are requested to inform MCS Share Transfer Agent Ltd., immediately of:
(a) Change in their residential status on return to India for permanent settlement.
(b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
As the Company has adopted the practice of Green Initiative, Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
Relevancy of questions and the order of speakers at the Meeting will be decided by the Chairman.

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17. Voting through electronic means

In Compliance with the provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 as amended from time to time and subject to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer e-voting facilities to the Members to cast their votes electronically in respect of the business to be transacted at the Annual General Meeting. Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting. The detailed process, instructions and manner for availing e-voting facility is as under:-

In view of the continuing restrictions on the movement of people at several places in the country, due to outbreak of COVID-19, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first serve basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first serve basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.jyoti.com. The Notice can also be accessed from the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-voting facility and e-voting system during the AGM i.e. www.evotingindia.com).
The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

The instructions for shareholders for Remote E-Voting are as under:

(i) The voting period begins on Sunday 27th September, 2020 at 10.00 a.m. and ends on Tuesday 29th September, 2020 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. Wednesday 23rd September, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on “Shareholders” module.
(v) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Characters DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:

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For Members holding shares in Demat Form and Physical Form
P AN Enter your 10 digit alpha-numeric PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
- Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the
sequence number which will be communicated on mail indicated
in the PAN field.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
Bank format) as recorded in your demat account or in the company
Details OR records in order to login.
Date of · If both the details are not recorded with the depository or
Birth (DOB) company please enter the member id / folio number in the
Dividend Bank details field as mentioned in instruction (v).
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(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

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(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting ”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] / [email protected] .
For Demat shareholders, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] / [email protected] .
The Company/RTA shall co-ordinate with CDSL and provide the login credentials to the above mentioned shareholders.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholders/members login where the EVSN of Company will be displayed.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These

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queries will be replied to by the company suitably by email.

Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.
If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
Shareholders who have voted through Remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

(xx) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-voting from the e-voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022-23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

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Other instructions:

i. The Voting rights of the shareholders shall be in proportion to their shares of the paid-up equity.
ii. Shri Ravi Kapoor, Practising Company Secretary (Membership No. FCS 2587), having his office at M/s. Ravi Kapoor & Associates, Practising Company Secretaries, 4 th Floor, “Shaival Plaza”, Ellisbridge, Ahmedabad-380006, has been appointed as the Scrutinizer to Scrutinize the e-voting process in a fair and transparent manner.
iii. The Scrutinizer shall submit his report to the Chairman. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.jyoti.com and on the website of CDSL www.cdslindia.com immediately after declaration of result by the Chairman or a person authorised by him in this behalf. The Results also be uploaded on the BSE listing portal.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 3 - Reclassification of the Status of Promoter Group Shareholding into Public Shareholding

Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) provides a mechanism regarding reclassification from “Promoter & Promoter Group” category to “Public” category. In terms of the said Regulation Mr. Chirayu Ramanbhai Amin and Mr. Mayank Natubhai Amin holding 590 and 2080 equity shares of the Company of ` 10 each respectively had vide letters dated 16th September,2019 requested the Company for reclassification of their name from the existing ‘Promoter & Promoter Group Category’ to ‘Public Category of the Company’. The Board of Directors in their meeting held on 26th September, 2019 found that the letters dated 16th September, 2019 were not in compliance with the Provisions made under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and necessary requirements were communicated to both the applicants.

The Company had received revised request from Mr. Mayank Natubhai Amin and Mr. Chirayu Ramanbhai Amin belonging to Promoter group of the Company on 4th October, 2019 and 9th October, 2019 respectively, for reclassification as public under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The said requests were placed before the Board of Directors of the Company at its meeting held on 13th November, 2019 and the Board approved the same subject to approval of the Shareholders in the General Meeting and also of Stock Exchange as per Regulations 31A of SEBI (LODR) Regulations, 2015.

As per 31A(3) (iii) of (LODR) Regulations, 2015, there shall be a time gap of at least 3 months but not exceeding 6 months between the date of Board Meeting and the Shareholders meeting considering the request of the Promoters seeking re-classification.

Because of COVID-19 situation prevailing in the country since 22nd March, 2020, the Company could not hold General Meeting in the maximum time limit as specified in the regulation and accordingly said request has lapsed.

Mr. Chirayu Ramanbhai Amin and Mr. Mayank Natubhai Amin have given a fresh request letters dated 3rd June, 2020 which were in Compliance with the provisions of Regulation 31A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Regulation 31A (3)(b) of the Listing Regulations, Mr. Chirayu Amin and Mr. Mayank Amin have confirmed that:

i. They do not exercise control over the affairs of the Company whether directly or indirectly;
ii. They are not acting as a Key Managerial Person in the Company;
iii. They do not have any special rights with respect to the Company through formal or informal arrangements with Company or promoters or any person in the promoter group of the Company;
iv. They are not ‘wilful defaulter’ as per the Reserve Bank of India Guidelines;
v. They are not a fugitive economic offender.

Further, Mr. Chirayu Amin and Mr. Mayank Amin have also confirmed to abide by those conditions specified under Regulation 31A (4) of the Listing Regulations post such reclassification of their name from Promoter & Promoter Group Category.

The said request for reclassification of name from Promoter and Promoter Group Category was considered and analyzed by the Board of Directors at its meeting held on 29th June, 2020, which require approval of the Members of the Company by way of Ordinary Resolution, approval from BSE Limited and/or such other approval, if any, as may be required.

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Consequent upon the receipt of necessary approvals and reclassification of name of Mr. Chirayu Ramanbhai Amin and Mr. Mayank Natubhai Amin from Promoter & Promoter Group Category to Public Category, the Promoter & Promoter Group shareholding in the Company would be 24.21% of the total equity paid up share capital of the Company.

The Board of Directors recommends the resolution as set out at Item No. 3 of the Notice for the approval of the Members as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested (financially or otherwise) in the proposed resolution as set out at Item No. 3 of the Notice.

ITEM NO. 4 - Appointment of Mr. Rahul N Amin as Managing Director of the Company

Mr. Rahul Amin was re-appointed as Managing Director of the Company by Board of Directors at its meeting held on 14th February, 2019 for a period of 3 years w.e.f. 25th June, 2019 to 24th June, 2022, subject to prior approval of the secured creditors and that of Shareholders in Annual General Meeting.

As the Company could not get the pre-requisite approval from all the Secured Creditors, before the date of Annual General Meeting i.e. 28th November, 2019, the Resolution No. 3 of the notice of 75th Annual General Meeting dated 26th September, 2019 pertaining to re-appointment of Mr. Rahul Amin as Managing Director of the Company was not placed for approval before the Shareholders and was withdrawn and accordingly Mr. Rahul Amin ceased as Managing Director of the Company at the conclusion of the Annual General Meeting (w.e.f. 28th November, 2019).

In accordance with provisions of Sections 196, 197, 198 and 203 read together with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 10th December, 2019, subject to the approval of the Shareholders of the Company, appointed Mr. Rahul Amin as Managing Director of the Company for a period of 3 (three) years with effect from 10th December, 2019.

Mr. Rahul Amin, 67, is B.E. (Elec.) from M. S. University, Vadodara and Master of Engineering from Cornell, U.S.A. He joined the Company in 1979 as Manager and gradually became General Manager and then Executive Director. He took charge as Managing Director of the Company in the year 1997 and has taken very pro-active efforts in the operations and management of the company since then. He has now more than 23 years of experience in managing this company under the overall experience of about 40 years in running large size manufacturing company. Mr. Rahul Amin is also actively associated with various Professional Bodies, Education, Charitable and other Trusts. Mr. Rahul Amin is continuously running the operations of the Company in good as well as in difficult times.

Considering Mr. Rahul Amin’s rich experience, subject matter expertise and immense contribution to the Company and keeping in view the difficult time faced by the Company, the appointment and remuneration of Mr. Rahul Amin as Managing Director of the Company was also approved by the Nomination and Remuneration Committee at its Meeting held on 10th December, 2019. The Nomination and Remuneration Committee recommended that as per Schedule V of the Companies Act, 2013, the effective paid up capital of the Company is negative by (18,088.24) lacs and as per limits specified in schedule V, the Company can pay maximum of 60,00,000/- (Rupees Sixty Lacs only) per annum as remuneration to Mr. Rahul Amin as Managing Director of the Company.

While granting approval for appointment of Mr. Rahul Amin as Managing Director of the Company w.e.f. 10th December, 2019 for a period of three years, as approved by the secured creditors the Remuneration has been capped at ` 12,00,000/- (Rupees Twelve Lacs only) p.a. including other perquisites. Accordingly the Nomination and Remuneration Committee and the Board of Directors of the Company in their respective meeting held on 25th May, 2020 approved the terms and conditions of Mr. Rahul Amin as Managing Director of the Company w.e.f.10th December, 2019 for a period of three years as approved by the secured creditors.

76th Annual Report

Directorships held in other Companies are:

JSL Industries Ltd.
Insutech Industries Ltd.
Mr. Rahul Amin is not a Member of any Committee of Directors of any Company.

The draft agreement to be entered by the Company with Mr. Rahul Amin, contain inter-alia, the following principal terms and conditions:

1. Duties and Powers

The Managing Director shall perform the duties and exercise the powers assigned to him or vested in him by the Board of Directors of the Company from time to time.

2. Period of Appointment

Three Years with effect from 10th December, 2019.

3 . Mr. Rahul Amin as Managing Director of the Company shall be entitled to remuneration and perquisites as mentioned hereunder:

Salary

` 75,000/- (Rupees Seventy Five Thousand only) per month.

Perquisites and Allowances

In addition to salary, the Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof, reimbursement of expenditure or allowances in respect of maintenance, utilities such as gas, electricity, furnishings and repairs of the house, medical reimbursement, medical insurance and leave travel concession for self and his family including dependents, personal accident insurance, club fees and such other perquisites, benefits and allowances in accordance with Rules of the Company. The aggregate of aforesaid perquisites and allowances will be restricted to ` 25,000/- (Rupees Twenty Five Thousand Only) per month.

“Family” mentioned above means the spouse and dependent children of the Managing Director.

For the purpose of calculating the above ceilings, perquisites shall be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such Rules, Perquisites shall be evaluated at actual costs.

Provision of car with driver for use for the Company’s business and telephone facility at the Managing Director’s residence, reimbursement of expenses including entertainment expenses will not be considered as perquisites.

Compensation

If before the expiry of the Agreement, the tenure of his office as Managing Director is determined, he shall be entitled to compensation for the loss of office subject to the provisions of Section 202 of the Companies Act, 2013.

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Information required under Section II, part II of Schedule V of the Companies Act, 2013:

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I. General Information
Nature of Industry Engineering
Date or expected date of commencement The Company is in operation, since the year 1943
of commercial production
In case of new companies, expected date Not Applicable
of commencement of activities as per
project approved by financial institutions
appearing in the prospectus
Financial performance based on given Particulars Amount
indicators - As per the Audited Financial ( ` In Lacs)
Results for the year ended on 31.03.2020 Revenue from Operations 10747
Other Income 355
Total Income 11102
Material Cost 7427
Staff Cost 2337
Manufacturing & Other Expenses 1702
Total Expenditure 11466
Profit before Depreciation,
Interest & Tax (364)
Depreciation 887
Profit before Interest & Tax (1251)
Interest 76
Profit/(Loss) before Tax (1327)
Exceptional items, if any -
Profit/(Loss) before Tax (1327)
Net Profit/(Loss) after tax (1212)
Export Performance and net foreign Particulars
exchange earned for the year ended Export Sales 160
on 31.03.2020 (Including deemed export)
Foreign Exchange earnings 352
Foreign investments or collaborations, The Company holds 49% in M/s. Jyoti Sohar
if any Switchgear LLC, a Joint Venture Company in
Sultanate of Oman
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76th Annual Report

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II. Information about the appointee
Background details Mr. Rahul Amin, 67, is B.E. (Elect.) from M. S.
University, Vadodara and Master of Engineering
from Cornell, (U.S.A.). He joined the Company in
1979 as Manager and gradually became General
Manager and then Executive Director. He took
charge as Managing Director of the Company in
the year 1997 and has taken very pro-active efforts
in the operations and management of the company
since then. He has around 23 years of experience
in managing this company under the overall
experience of about 40 years in running large size
manufacturing company. Mr. Rahul Amin is a cult
personality and proven performer of assorted acts
including maintaining rapport and liaison with
business related authorities and associates which
is very much desirable in the interest of the
company. Mr. Rahul Amin is also actively
associated with various Professional Bodies,
Education, Charitable and other Trusts. Mr. Rahul
Amin is continuously running the operations of the
Company in good as well as in difficult times.
Past remuneration 83,20,421/- paid as remuneration during the year ended on 31.03.2019. Job profile and his suitability Mr. Rahul Amin renders services as Chairman and Managing Director of the Company. Remuneration proposed 12,00,000/- per annum including other perquisites
as mentioned in explanatory statement above.
Comparative remuneration profile with In the present challenging business environment,
respect to industry, size of the Company, there is a continuous need for formulation of
profile of the position and person (in case competitive strategies and periodical review
of expatriates the relevant details would thereof for successful implementation and
be with respect to the country of his origin) sustained overall development of the Company,
which has necessitated increased focus and
higher involvement of Managing Director in
Company’s matters. Accordingly, in the Board
Meeting held on 10.12.2019 it was decided that
in these tough times, it is imperative that the
Company’s growth strategy continues under the
continued guidance and leadership of Mr. Rahul
Amin with whose rich experiential background, the
Company remains reinforced to strive through the
challenging times and bounce back on the growth
chart. The Board has proposed remuneration of
` 60,00,000 excluding perquisites to Mr. Rahul
Amin as a Managing Director of the Company.
However, pursuant to provisions of Schedule V of
the Companies Act, 2013, prior approval of
Financial Institutions/bankers were required. All
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three Financial Institutions/Bankers of the
Company have approved different remuneration
for Managing Director and therefore, Board of
Directors have proposed lowest remuneration of 12,00,000 p.a. including perquisites. Pecuniary relationship directly or indirectly Mrs. Tejal Amin, Director of the Company is with the Company, or relationship with the relative of Mr. Rahul Amin managerial personnel, if any III. Other Information Reasons of loss or inadequate profits The business operation of the Company has witnessed continued slowdown in capital goods industry, subdued demand from the infrastructure sectors like Water, Irrigation and Power. The continued slowdown in economy in general and particularly in irrigation and water projects resulted in stagnation of turnover and decline in profitability. Further, due to non availability of banking facilities on account of NPA with banks and Impact of the COVID-19 pandemic, the Company has witnessed reduction in turnover and lower operating margins, which has led to the Company incurring net loss. Steps taken or proposed to be taken for Persistent efforts are being made by the Company improvement to collect receivables. The Company has set up a strategic senior management team to recover claims outstanding from various clients. Further, Company has taken steps to reduce overheads substantially by concentrating its attention on manpower, material and other administrative expenses to improve profitability. However, considering ongoing operations with improved business prospects continues to execute orders in hand, obtain new orders despite adversities, robust cost controls and acquisition of total debt of the Company due with Dena Bank and Central Bank of India by Rare Asset Reconstruction Ltd., the Company would definitely come out of present situation and grow in the coming years. Expected increase in productivity and Particulars Current Year Previous Year profits in measurable terms ( In Lacs) ( ` In Lacs)
2020-21 2019-20
Sales 11500 10747
Other Income 200 355
Net Profit/(Loss) 50 (1212)
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The draft of the Agreement referred to above is available for inspection by members through electronic mode.

The Board, therefore, recommends the resolution at Item No. 4 of this Notice for your approval.

76th Annual Report

None of the Directors (except Shri Rahul Amin and Smt. Tejal Amin), Key Managerial Personnel, relatives of Directors and Key Managerial Personnel of the Company is directly/indirectly interested in this resolution.

ITEM NO. 5 - Ratification of Remuneration of Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors had approved the appointment and remuneration of M/s. R. K. Patel & Co. and M/s. Y.S. Thakar & Co., as the Cost Auditors to carry out the audit of Cost Records for certain specific products of the Company viz. Motors & Pumps and Generators, Turbines and Relay (collectively called as “Products”) respectively for the financial year ended on 31st March, 2021 as per the following details.

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In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any amendment(s) or modification(s) thereof), the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution, as set out at Item No. 5 of the Notice, for ratification of the remuneration payable to the Cost Auditors of the Company for the financial year 2020-21.

The Board recommends the resolution set out at Item No. 5 of the Notice for your approval.

None of the Directors, Key Managerial Personnel of the Company or their relatives, is in any way, concerned or interested in this resolution.

ITEM NO. 6 - Alteration in Articles of Association of the Company

Financial Institutions or such other financing entities in respect of any financial obligation or commitment of the Company remains outstanding then in that event any of the said financial institutions or such other financing entities shall, subject to an agreement in that behalf between it and the Company, have a right but not an obligation, to appoint one or more persons as Director(s) on the Board of Director as their nominee on the Board of Company.

Accordingly, it is proposed to alter the Articles of Association of the Company by inserting a new Article 72A in the Articles of Association of the Company in the manner as set out in the Special Resolution at Item No. 6 of the Notice.

Copy of the draft Articles of Association of the Company incorporating the proposed new Article 72A is available for inspection by members through electronic mode.

The Board, therefore, recommends the resolution at Item No. 6 of the Notice for your approval.

None of the Directors, Key Managerial Personnel, relatives of Directors and Key Managerial Personnel of the Company is directly/indirectly interested in this resolution.

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Particulars of the Directors Seeking re-appointment at the ensuing Annual General Meeting pursuant to the requirement of Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standard.

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Name of Directors Smt. Tejal Amin Shri Rahul Amin
DIN 00169860 00167987
Date of Birth 29.08.1960 25.12.1952
Age 59 years 67 years
Nationality Indian Indian
Qualification B.Com. B.E. (Elect.) from M. S. University
of Vadodara and Master of
Engineering from Cornell (U. S. A.)
Expertise in Specific Management & Finance Engineering & Management
Functional Areas
Date of Appointment 31.03.2015 10.12.2019
Relationship with other Smt. Tejal Amin is wife of Shri Shri Rahul Amin is husband of
Directors and Key Rahul Amin. There is no inter-se Smt. Tejal Amin. There is no inter-
Managerial Personnel relationship with any Key se relationship with any Key
of the Company Managerial Personnel of the Managerial Personnel of the
Company. Company.
Name of other Companies 1. JSL Industries Limited 1. JSL Industries Limited
in which he/she holds 2. Insutech Industries Limited 2. Insutech Industries Limited
Directorship 3. Vadodara Marathon
Chairman/ Member of the Member-NRC
Committee(s) of the Board Member-SIGSRC
of the Company
Chairman/ Member of the Chairperson, Vadodara Marathon Chairman, JSL Industries Limited.
Committees of the Board
of other Company(ies)
Shareholding in the 6,42,113 10,84,100
Company
Terms of appointment Non Executive Directors are As per item no. 3 of the
along with details of entitled to sitting fees for Explanatory Statement.
remuneration sought to attending meetings of the Board. ` 83,20,421
be paid and the
remuneration last drawn
by such person,
if applicable
Number of Board Meeting 6 in Financial Year 2019-20 6 in Financial Year 2019-20
attended
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*NRC - Nomination & Remuneration Committee

**SIGSRC - Shareholders' / Investors' Grievance & Stakeholders Relationship Committee

76th Annual Report

BOARDS’ REPORT

To, The Members of Jyoti Limited

Your Directors present this 76th (SEVENTY SIXTH) ANNUAL REPORT and Audited Accounts for the year ended on 31[st] March, 2020.

FINANCIAL RESULTS

FINANCIAL RESULTS
Particulars	2019-20 Standalone Consolidated	( in lakhs) ` 2018-19 Standalone Consolidated
Revenue from Operations 10746.56 10746.56 Operating EBITDA (719.60) (719.60) Add : Other Income 355.33 355.33 Profit/(Loss) before Finance (364.27) (364.27) Cost & Depreciation Less : Finance Cost 76.01 76.01 Less : Depreciation and Amortization 886.54 886.54 Less: Exceptional Item - - Share of Profit/(Loss) of a joint venture - (157.57) Profit/(Loss) before Taxation (1326.82) (1484.39) Less : Tax Expense (115.01) (115.01) Balance of Profit/(Loss) for the year (1211.81) (1369.38) Other Comprehensive Income/ (Expense) (17.73) (17.73) Total Comprehensive Income for the period (1229.54) (1387.11)		16979.83 16979.83 222.91 222.91 312.05 312.05 534.96 534.96 82.05 82.05 951.09 951.09 168.59 168.59 - (64.77) (666.77) (731.54) (108.40) (108.40) (558.37) (623.14) 4.24 4.24 (554.13) (618.90)

PERFORMANCE

Revenue from operations for the year ended on 31st March, 2020 was 10747 lakhs as compared 16980 lakhs during the corresponding previous year. The reduction in turnover is mainly due to following reasons and also because of unprecedented COVID-19 and lock down prevailing in the country from 22nd March, 2020.
a. Order cancelled due to collection issues, LC not opened by customer
b. Orders not received due to project put on hold
c. Due to slow progress at project sites
d. Drawing approval pending at customer end
e. Due to working capital issues
The cost of material consumed for the year was 7427 lakhs (69.11% of Revenue from Operations) as compared to 12246 lakhs (72.12% of Revenue from Operations) during the previous year.
The Employee benefits expenses stood at 2337 lakhs as compared to 2978 lakhs during the previous year.
Other Expenses for the year were 1702 lakhs as compared to 1533 lakhs during the previous year.

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Overall reduction in sales coupled with lower material cost resulting in negative EBITDA was at 719 lakhs as compared to (223) lakhs during the previous year.
The other income was at 355 lakhs during the year comparable with 312 lakhs during the previous year.
The Finance Cost of 76 lakhs during the year compared to 82 lakhs during the previous year. The Company has not charged interest on outstanding bank facilities, since the dues from the Company were categorized as a Non-Performing Asset with all banks from December 2015 onwards. The Company, therefore, had represented to its lenders to restructure its debts to a sustainable level including seeking waiver of full unpaid interest. In view of this, the Company has not provided interest amounting to ` 5719 lakhs for the year ended on 31st March, 2020. However, the said interest has been recognized as a Contingent Liability in the Financial Statements.
The net loss for the year, before exceptional items, was at 1327 lakhs compared to net loss of 498 lakhs during the previous year. This loss is mainly due to lower operations which could not absorb overheads fully.
The deferred tax asset was created by 115 lakhs during the year as compared to 109 lakhs during the previous year.
Other Comprehensive Income was (18) lakhs as compared to 4 lakhs during the previous year. Consequently, the total Comprehensive Income for the year was (1230) lakhs as compared to (554) lakhs during the previous year.

CURRENT OUTLOOK

RARE Asset Reconstruction Ltd. (Rare ARC) vide its letter dated 19th December, 2019 communicated to the Company that it has acquired the Financial Assets of Jyoti Ltd. together with all security interest including all its rights, title, interest and benefits of Central Bank of India pursuant to the Assignment Agreement dated 16th December, 2019 executed between Central Bank of India and Rare Asset Reconstruction Ltd. (Rare ARC). In turn, dues with Central Bank of India has squared off and assigned to Rare Asset Reconstruction Ltd. (Rare ARC).

The Company has formulated flexible policies on the operational front and all our teams have demonstrated their commitment to counter the COVID-19 challenge. The Company is currently focusing on cash flow, controlling of overheads and ensuring raw material inflow for production. Your Company expects better revenues and cash flow from September 2020 onwards provided the situation does not deteriorate further and the supply chain is reinstated at the earliest.

Your Company has orders with good margin & obtain new orders despite adversities from private as well as public sector, robust cost controls and total debt of the Company due with Dena Bank and Central Bank of India has been acquired by Rare Asset Reconstruction Ltd., your Directors are very positive about the Company’s viability and optimistic about its future.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company has a Joint Venture (JV) Company, Jyoti Sohar Switchgear LLC, with Omar Zawawi Establishment, Sultanate of Oman, wherein your Company holds 49% share.

Your Company has prepared Consolidated Financial Statements in accordance with Ind AS 28 – Investments in Associates and Ind AS 111 – Joint Arrangements, issued by the Institute of Chartered Accountants of India, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2015. The Audited Consolidated Financial Statements together with the Independent Auditor’s Report thereon are annexed and form part of this Annual Report.

76th Annual Report

Jyoti Sohar Switchgear LLC is located in Sohar Industrial Estate, Sohar, Sultanate of Oman and manufactures medium voltage metal-clad switchgear for 12kV system and relay and control panels.

In consolidation of statements, the Company’s share of Loss of ` 157.57 lakhs is included in the Consolidated Financial Statements.

DIVISIONAL PERFORMANCE

A. HEAD OFFICE (H.O.) OPERATIONS

During the year under review, the divisions in H.O. have achieved a sales turnover of 69 Crores. About 20 Crores of sales turnover could not be achieved in this financial year in view of the unprecedented COVID-19 and lock down prevailing in the country from 22nd March, 2020. These ` 20 Crores were in very advance stage either awaiting customer inspection or bill recording pending against work done at site.

During the year, the Company has achieved a very remarkable milestone by commissioning 3 Nos. Metal Volute Pumps each of 22 MW. This is the largest Metal Volute Pump designed and manufactured by the Company indigenously. These pumps have been manufactured for Godavari Lift Irrigation Scheme, Phase-III, Package-2 in the state of Telangana.

The Company has achieved another important milestone by successful commissioning of 2 sets of Horizontal Francis Turbines with Generator each of 8 MW. This is the largest Hydro Turbine and Generator designed and manufactured by the Company.

The Company is proud to inform that the 1st Metal Volute Pump in the state of Karnataka was commissioned by Jyoti Limited. This pump is of 12.50 MW. The Company has supplied and commissioned 5 Pumps. During the year, the Company has supplied 5 Nos. Vertical Mixed Flow Pumps of 1000 VM size for Yettinahole Project in the state of Karnataka.

During the year under review, the Company has successfully commissioned the biggest Dry Dock at Naval Dockyard, Mumbai. Successful commissioning trials were carried out by the Indian Navy by docking and un-docking of INS Delhi Class Ship. Unlike ongoing Irrigation and Power Projects, this is a unique Electromechanical Project with 18 different systems being executed by the Company for the Indian Navy and the Company is proud to be associated with this project as service to the Nation.

The Company had received order for 18 Nos. Vertical Turbine Pumps each of 2500 KW for Kaleshwarem-Pedaganti and Kondamcherevu Project through Megha Engineering & Infrastructures Limited which have been successfully designed, manufactured and the Company has already supplied 5 pumps in the period under review. The Company received major share of orders of 330 Nos. of Vertical Turbine Pumps for Bihar Urban Infrastructure Development Corporation from the State of Bihar. Out of this 110 Nos. pumps were already supplied during the year under review.

The Company also secured orders for 45 Nos. Pumps for various Smart City projects in Vadodara Municipal Corporation through contractors.

The Company continues its presence in Arnos and have supplied 48 Nos. Arnos to Indian Railways during the year under review.

The Company has carry forward order of ` 167 Crores for the coming financial year. With the thrust on irrigation and water supply, the Company shall continue to get its share of business.

B. SWITCHGEAR OPERATIONS

During the year under review, the Switchgear Division achieved sales of 2520 lakhs. In view of the unprecedented COVID-19 and lock down prevailing in the country from 22nd March, 2020, the sales for last quarter had been affected. The VCB production in terms of quantity is around 580 Nos. and HT Switchgear Panels manufactured are 525 Nos. The Switchgear Division has received orders worth 2350 Lakhs in the year 2019-20.

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In addition to above, in the Financial Year 2019-20, the Division bagged various 11 kV VCB panels order from GETCO worth ` 675 lacs for 250 Nos. of Panels.

During the year under review, the Division has also executed other Major orders from M/s. Konstlec for various IOCL site of Appx. 110 Lakhs for 30 Panels, Ahmedabad Municipal Corporation / Surat Municipal Corporation Project orders worth 100 Lakhs IFFCO – Phulpur - 55 Lakhs and IFFCO Kandla - 50 Lakhs.

During the year under review, the Division has also executed orders worth more than ` 500 Lakhs for Spares and Services to the utmost satisfaction of the customers.

For Medium Voltage Switchgear Products, the Division has decided to do the re-certification of various products as a continuous product certification process which was partly done in the previous years and certain test will also be conducted during 2020-21. The Company has also completed UL Certification process for Jyoti VCB and Panel of M/s. JSS- Sohar and is hopeful to execute more orders for them in this financial year and years to come.

The Division is hopeful for better performance in the years to come and confident for large flow of orders for Medium Voltage Switchgear Products in view of growing power sector demand in India.

EXPORTS

During the year under review, the Company’s exports valued at ` 1.60 crores. The Company’s major exports are to Sultanate of Oman for Switchgear.

REGISTRATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISE (MSME)

With the criteria classifying the enterpises as Micro, Small and Medium Enterprise through a notification dated 26th June, 2020, the company has received a certificate as medium enterprise under the Micro, Small and Medium Enterprise Development Act, 2006 as amended from time to time.

CHANGE IN NATURE OF BUSINESS

During the year under review, Company has not changed its nature of business.

DIVIDEND

In view of the losses incurred by the Company during the period under review, your Directors do not recommend any dividend for the financial year 2019-20.

TRANSFER TO RESERVES

During the year under review, the Company has incurred losses and therefore, Board do not propose to transfer any amount to the reserve.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A forming part of this Report.

76th Annual Report

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 27(2) of the SEBI (LODR) Regulations, 2015, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are given in Annexure B forming part of this Report.

DECLARATIONS FROM INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee and Board of Directors at their meeting held on 10th December, 2019 have approved the appointment of Shri Rahul Amin as Managing Director of the Company for a period of 3 (three) years w.e.f. 10th December, 2019, subject to the approval of Shareholders at the ensuing Annual General Meeting and such other approvals.

Smt. Tejal Amin retires by rotation and being eligible, seeks re-appointment.

During the year Dr. Rajesh Khajuria ceased as an Independent Director of the Company after completion of his first term.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a ‘going concern’ basis;
v. The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

The Board of Directors met 6 times during the year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

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NOMINATION AND REMUNERATIOIN COMMITTEE

The details pertaining to composition of Nomination & Remuneration Committee are included in the Corporate Governance Report, which forms part of this Report.

SHAREHOLDERS’/INVESTORS’ GRIEVANCES AND STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The details pertaining to composition of Shareholders’/Investors’ Grievances and Stakeholders’ Relationship Committee are included in the Corporate Governance Report, which forms part of this Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

The Company does not have any subsidiary.

The Company has a Joint Venture Company viz. Jyoti Sohar Switchgear LLC, Sultanate of Oman and holds 49% of the total shareholding.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s Joint Venture in Form AOC-1 is attached to the financial statements of the Company.

WHISTLE BLOWER & VIGIL MECHANISM

The Company has established a “Whistle Blower and Vigil Mechanism Policy” for Directors, Employees and Stakeholders to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and also as per the Regulation 22 read with Regulation 4(d) (iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy is available on the website of the Company at the web-link http://www.jyoti.com/pdf/whistle_blower_and_vigil_mechanism_policy.pdf

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on appointment and remuneration of Directors and Key Managerial Personnel.

The said Policy may be referred to at the Company’s official website at the web-link http://www.jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf

RISK MANAGEMENT

The Risk Management Policy of the Company may be referred to at the Company’s official website at the web-link http://www.jyoti.com/pdf/risk_management_policy.pdf

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

BOARD EVALUATION

The evaluation framework for assessing the performance of Board including the individual directors is based on the following key measures:

Attendance and participation in the Meetings and timely inputs on the minutes of the meetings
Adherence to ethical standards & code of conduct of Company and disclosure of non – independence, as and when it exists and disclosure of interest

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Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings
Interpersonal relations with other directors and management
Objective evaluation of Board’s performance, rendering independent, unbiased opinion
Understanding of the Company and the external environment in which it operates and contribution to strategic direction
Safeguarding interest of whistle-blowers under vigil mechanism and safeguard of confidential information.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A Member of the Board does not participate in the discussion of his / her evaluation.

EVALUATION OF COMMITTEES OF THE BOARD

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are given in Annexure C forming part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have potential conflict with interest of the Company at large.

The Policy on Related Party Transactions of the Company is uploaded on the Company’s website at the web-link http://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf

The Audit Committee reviews all related party transactions quarterly.

The particulars of contracts or arrangements with related parties given in “Form AOC-2” are given in Annexure D forming part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report is appended as Annexure E forming part of this Report. The Secretarial Audit Report for the year under review does not contain any qualification or adverse remarks.

M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, has submitted Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8 February, 2019, and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars/ guidelines issued thereunder, for the Financial Year 2019-20.

INTERNAL FINANCIAL CONTROLS

As per provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/framework of internal

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financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.

Your Company has adequate financial control system and framework in place to ensure:

The orderly and efficient conduct of its business including adherence to Company’s policies;
Safeguarding of its assets;
The prevention and detection of frauds and errors;
The accuracy and completeness of the accounting records; and
The timely preparation of reliable financial information.

Significant observations including recommendations for improvement of the business processes are reviewed by the Management before reporting to the Audit Committee. Audit Committee reviews Internal Audit Reports as well as operating plans and status of implementation of the agreed action plans. This system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with the policy adopted by the Company. The Board of Directors regularly review the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. In compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at Work place. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 2019-20, the Company conducted awareness programmes in respect of Sexual harassment at work place. No case was reported relating to sexual harassment during the FY 2019-20.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (2) and 5(3) of the Companies Act, 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits set out in the said Rules and other details as required under Section 197(12) of the Act, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F forming part of this Report.

AUDITORS

Pursuant to provision of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. Amin Parikh & Co., Chartered Accountants, Vadodara (holding Registration No. 100332W) were appointed as Statutory Auditors of the Company to hold office from the conclusion of 73rd Annual General Meeting until the conclusion of 78th Annual General Meeting at the Annual General Meeting held on 28th September, 2017.

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The Auditors report for the year under review does not contain any Qualification or Adverse remark. In the Board Meeting held on 25th May, 2019 M/s. Ravi Kapoor & Associates, Practising Company Secretaries was appointed as Secretarial Auditor of the Company for the financial year 2019-20.

COST AUDITORS

Based on the recommendation of the Audit Committee and subject to the ratification of the remuneration of the Cost Auditors by the Members of the Company, the Board of Directors of your Company has appointed the following Cost Auditors for conducting the audit of cost records of the Company for various products for the financial year 2020-21:

(i) M/s. R. K. Patel & Co., Cost Accountants – For Motors and Pumps
(ii) M/s. Y. S. Thakar & Co., Cost Accountants – For Engineering Products such as Generator, Turbine and Relay.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS

Central Bank of India and State Bank of India, have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under Section 7 of the Insolvency and Bankruptcy Code, 2016.The application is still pending for hearing in NCLT.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Provisions are applicable to every Company having net worth of Rupees Five Hundred Crores or more or Turnover of Rupees one thousand crores or more or a Net Profit of Rupees Five Crores or more. As the said CSR Provisions are not applicable to Company, Company has not developed and implemented any Corporate Social Responsibility initiatives.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

No frauds have been noticed or reported during the year under audit report which are reportable to the Central Government.

COMPLIANCE OF SECRETARIAL STANDARD

As per requirement of provisions of Section 118(10), the Company has complied with the Secretarial Standard applicable to the Company.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the Company’s customers, members, suppliers, bankers, Rare Asset Reconstruction Limited, associates, Central and State Governments and employees at all levels for their support and co-operation extended to the Company during the year.

On Behalf of the Board of Directors

Rahul N. Amin Chairman & Managing Director (DIN: 00167987) Place: Vadodara 11th August, 2020

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ANNEXURE ‘A’ TO THE BOARD’S REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE ENARNING AND OUTGO

[Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY:

Replace old window AC machine and install new split AC machine for energy saving.

Replacing old ceiling fans and installing new ceiling fans with electronic regulator.

Replaced old design water stop cock and installed new push type drain cock for saving water and energy.

Awareness about the need for energy conversation at all levels of employees is being created through Posters, Hoardings, Emails, etc.

B. TECHNOLOGY ABSORPTION:

(a) Research & Development (R&D)

Specific core areas in which R&D was carried out by the company:
Medium Voltage Switchgear
Rotating Electrical Machines (Motors and Generators)
Metallic volute pumps, VT pumps and Hydraulic turbines
Benefits derived as a result of above R&D :
Reduction in manufacturing cost of products and improvement in efficiencies are done through continuous optimization of products. Increasing technical and price competition have been partially overcome by the internal R&D work, through up-gradation and improvement of various core product designs and processes.

The technical competitiveness has been tackled through re-engineering product range extension with value addition in the core products.

Future Plan of Action :

The future R&D activities will be directed towards the consolidation of existing product range through up-gradation, addition of new products to enhance the range with special focus on performance & cost effectiveness thus creating value addition by various means. Considering the business potential, competitors’ product range and market niche, new technologies / processes and new state-of-the-art software will be introduced with the help of in-house R&D development or, if necessary, acquiring technologies from known external sources. Increased use of advanced and latest state-of-the-art softwares like Pro/e, CFX, ANSYS-Mechanical, CFTURBO, RMXprt and Maxwell for design / development and also improvement in performance parameters; alongwith cost reduction will be the top priority.

Expenditure on R&D :

		in lakhs)
a)	Capital	-
b)	Recurring	166.14
c)	Total	166.14
d)	Total R&D expenditure as percentage of total turnover	1.50%

(b) Technology Absorption, Adaptation and Innovation

Efforts in brief, made towards technology absorption, adaptation and innovation.

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a) In the area of medium voltage switchgear, the activities were directed towards up gradation of existing switchgear to meet the latest IEC Standards. Type-testing as per the latest version of IEC: 62271-100 was continued. In addition, R&D is continuously carried out, in the areas of applied research and use of alternative materials and processes.
b) In the rotating machines group, major work was mainly directed towards indigenous development of larger rating motors and generators for various applications in core industries. New product development and cost reduction in the existing designs, processes and process-time reduction in the existing products are undertaken.
c) In the pump group, development of metallic volute pumps has been in focus due to large orders in hand. One of the key thrust area was extension of the existing range of pumps. Extensive use of CFD Analysis and Mechanical Analysis software is done continuously to improve the product competitiveness.
d) In the turbine group, use of CFD Analysis software package for evaluation of Hydraulic Performance and use of ANSYS-Mechanical software to evaluate structure design of Kaplan and Francis Turbines enabling cost effective turbine geometry/arrangement.
Benefits derived as a result of above efforts.
(a) Medium Voltage Switchgear

For 12kV 25kA, 2000 Amp switchgear being supplied to JSS-Oman phase I tests were successfully completed last year as per requirement of UL Certification Process for getting UL mark. Subsequently as a part of final UL Approval process- preparation of UL File and IPI samples, sample Inspection and verification process was done at Switchgear Division in Nov./Dec. 2019 and at JSS Sohar- OMAN in Feb.2020. First lot of MV Switchgear Panels with UL mark on VCB and Panels are dispatched in March 2020.

Now the company is ready to meet new requirement of DCRP - Oman for supply of

Medium Voltage Switchgear Panel with UL mark.

(b) Rotating Electrical Machines
-- Design and engineering of 1400kW, 11kV, 1000RPM, CUA-630 Motors for Mohanpura Irrigation Project.
-- Design and engineering of 750KW, 1000 RPM, CUW-560, Motor for KNNL - Chilavarabandi LIS.
-- Design and engineering of 1250kW, 6.6kV, 1500RPM, CHA-710 Motors for UKAI TPS.
-- Design and engineering of 450kW, 6.6kV, 500RPM, CUA-630 Motors for UKAI TPS.
--
Design & engineering of (2x1000 kW) generator for Pagu HEP project.

(c) Pumps

-- Designed 1300 MVC Pump for Ramappa Pakala Project on the basis of model development.
--
Designed and engineering of 1600 MVC for Veer Bhadreswara LIS.
-- Development of 1200VM Pump for Sauni Yojana to Narmada Water Resources Water Supply & Kalpasar, Department of Government of Gujarat.
-- Design and engineering of 800VM Pump for 1 x 525 MW Tuticorin Thermal Power Project Stage - IV at Thoothukudi, Tamilnadu.

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-- Design and engineering of 1000VM Pump for Govt. of Telangana Irrigation, Kaleshwaram project.
--
- Design and engineering of 600T Pump for D.W.&S., Dhanbad.
-- Design and engineering of 750 VT Pump for Mohanpura Irrigation Project.
-- Design and engineering of 600T Pump for KNNL-Chilavarabandi LIS.
(d) Turbine
--
```
 - Design and engineering of NOIROI-I HEP 2x75 kW Turgo Impulse Turbine.
```
- -- ANSYS Mechanical software is extensively used for structural analysis of turbine components enabling material control.
- -- ANSYS CFX Software is used for performance prediction of Pump and Turbine.
Technology imported and status of absorption.
(i) Vacuum Circuit Breakers from Toshiba Corporation, Japan. The technology has been fully absorbed for 12 kV and 36 kV Vacuum Circuit Breakers.
(ii) Over 370 SF6 Ring Main Unit are supplied till now. Out of these about 250 have been successfully installed and commissioned. The installed RMU’s are under observation for performance.
(iii) FEA analysis carried out for design improvement of pump and motor for Navy project and implemented.

	and implemented.	and implemented.
C.	Foreign Exchange Earnings and Outgo:		(`	in lakhs)
	a)	Exports (including deemed Exports)		160.30
	b)	Total Foreign Exchange used and earned
		i) Total Foreign Exchange used		37.49
		ii) Total Foreign Exchange earned		352.39

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ANNEXURE ‘B’ TO BOARD’S REPORT

Report on Corporate Governance

1. Corporate Governance Philosophy

The Company aims at conducting its business efficiently, by following professionally acknowledged good governance policies, thus meeting its obligations to all stakeholders in a balanced and accountable manner.

2. Board of Directors

(a) Composition of the Board of Directors

As on date of this Report, the strength of the Board is Five Directors comprising one Executive Director i.e. the Chairman & Managing Director, one Non-Executive Director and three Independent Directors. The composition of the Board is in conformity with the Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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Sr. Name of Directors No. of other Existing
No. Directorships Committee Committee Share
Category Member- Chairman- holding in
ships ships the Company
(No.of Shares)
1. Mr. R.N. Amin Executive 2 --- --- 10,84,100
Chairman &
Managing Director
2. Mrs. T.R. Amin Non-Executive 3 --- --- 6,42,113
3. Mr. V.K.Gulati Independent 2 --- --- 50
4. Mr. T.C.Dayal Independent 6 1 --- ---
5. Mr. S.S.Bhattbhatt Independent --- --- --- 60
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Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019.

None of the Directors are related to the other Directors or to any other employee of the Company except Mr. Rahul Amin and Mrs. Tejal Amin. Mrs. Tejal Amin is wife of Mr. Rahul Amin.

(b) Names of the listed entities where the person is a Director and the Category of Directorship

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Name of the Director Name of the listed entities and category of Directorship
Mr. R. N. Amin JSL Industries Ltd. - Non Executive Chairman
Mrs. T. R. Amin JSL Industries Ltd. - Executive Director
Mr. V. K. Gulati -
Mr. T. C. Dayal -
Mr. S. S. Bhattbhatt -
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(c) Meetings held in Financial Year 2019-20 and Attendance of Directors

The Board meets at least once in a quarter to consider amongst other business, the quarterly performance of the Company and Financial Results. The Board held 6(Six) meetings during the Financial Year 2019-20 on 25th May, 2019, 13th August, 2019, 26th September, 2019, 13th November, 2019, 10th December, 2019 and 13th February, 2020.

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The attendance of each Director at these meetings was as follows:

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Sr. Name of Directors No. of Board Meetings Attendance at
No. attended last AGM
1. Mr. R. N. Amin 6 Present
2. Mrs. T. R. Amin 6 Present
3. Dr. R. M. Khajuria 2 Not Applicable
4 Mr. V. K. Gulati 6 Present
5 Mr. T. C. Dayal 5 Present
6 Mr. S. S. Bhattbhatt 5 Present
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Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019.

(d) Meeting of Independent Directors

Considering the lockdown imposed in India due to the pandemic situation across the world, the Independent Directors did not have adequate time and information at hand to convene Independent Directors meeting before 31st March, 2020.

Further, the familiarization programs for Independent Directors as required under the Listing Regulations are undertaken from time to time. Details of such programs are available on the website of the Company at web-link

http://www.jyoti.com/pdf/familiarisation_programme_for_independent_directors.pdf.

(e) Skills/Expertise/Competencies of the Board of Directors

As required under the provisions of Schedule V(C)(2)(h) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 the Board of Directors has identified the core skills / expertise / competencies as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the Board as follows:

a. Industry Knowledge b. Strategic Planning c. Financial Management d. Entrepreneurship & Leadership e. Organisation Management f. Project Management g. Corporate Governance and Compliance h. Integrity and Ethical standards

In the table below, the specific areas of focus or expertise of individual board members have been highlighted:

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Name of Industry Strategic Financial Entrepre- Corporate Project Organi- Integrity
Director Know- Planning Manage- neurship & Governance Manage sation and
ledge ment Leadership and ment Manage- Ethical
Compliance ment standards
Mr. R. N. Amin Y Y Y Y Y Y Y
Mrs. T. R. Amin Y Y Y Y Y Y Y Y
Mr. T. C. Dayal Y Y Y Y Y
Mr. S. S. Bhattbhatt Y Y Y Y Y
Mr. V.K. Gulati Y Y Y Y Y Y Y Y
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Note- Each director may possess varied combinations of skills/expertise within the described set of parameters and it is not necessary that all Directors possess all skills/ expertise listed therein.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and are independent of the management.

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No Independent Director has resigned before the expiry of their tenure during the year; therefore there is no requirement to make any disclosure in the said matter. Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019 after completion of his first term.

3. Committee of Directors

(a) Audit Committee

(i) Terms of Reference

The terms of reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and also as per Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) Composition, Name of Members, Meetings and Attendance The Audit Committee of the Company comprises three Members, all of whom are Independent Non-Executive Directors. All the Members of the Audit Committee are qualified and have insight to interpret and understand financial statements. Five Audit Committee Meetings were held during the Financial Year 2019-20 on 24th May, 2019, 13th August, 2019, 26th September, 2019, 13th November, 2019 and 13th February, 2020.

The Audit Committee of the Company comprises of the following Members:

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Sr. No. Name of Member Category No. of Meetings attended
1. Mr. T. C. Dayal Chairman 4
2. Mr. V. K. Gulati Member 5
3. Mr. S. S. Bhattbhatt Member 4
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The Chairman of the Audit Committee will be present at the Annual General Meeting to answer the shareholders queries, if any.

(b) Nomination and Remuneration Committee

(i) Terms of Reference and Policy

The terms of reference of the Nomination and Remuneration Committee are as per Section 178 of the Companies Act, 2013 and as per the requirements of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is framed by the Nomination and Remuneration Committee and approved by the Board. The terms and conditions for appointment are disclosed at the website of the Company at www.jyoti.com.

(ii) Composition, Name of Members, Meetings and Attendance

The Nomination and Remuneration Committee comprises of two Independent NonExecutive Directors and one Non-Executive Director.

Two Nomination and Remuneration Committee meetings were held during the Financial Year 2019-20 on 26th September, 2019 and 10th December, 2019.

The Nomination and Remuneration Committee of the Company comprises of the following Members:

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Sr. No. Name of Member Category No. of Meetings attended
1. Dr. R. M. Khajuria Chairman 1
2. Mr. V. K. Gulati Chairman 2
3. Mr. S. S. Bhatbhatt Member 2
4 Mrs. T. R. Amin Member 1
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*Dr. R. M. Khajuria ceased to be Chairman of the Committee w.e.f. 30th October, 2019.

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(iii) Performance evaluation criteria for Independent Directors

Independent Directors are appointed and their performance is evaluated based on the criteria such as knowledge, qualification, experience, expertise in any area, integrity, level of independence from the Board and the Company, number of meetings attended, familiarization program attended, time devoted, etc.

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(c) Remuneration paid to Directors for the Financial Year 2019-20 ( ` )
Sr. Name of Director Sitting Salary and other Commi- Total
No. Fees Perquisites ssion
1. Mr. R. N. Amin - 19,25,614 - 19,25,614
Chairman & Managing Director
2. Mrs. T. R. Amin 30,000 - - 30,000
3. Mr. V. K. Gulati 30,000 - - 30,000
4. Mr. T. C. Dayal 25,000 - - 25,000
5. Mr. S. S. Bhattbhatt 25,000 - - 25,000
6. Dr. R. M. Khajuria 10,000 - - 10,000
Total 1,20,000 19,25,614 - 20,45,614
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*Mr. R. N. Amin was paid remuneration from 01.04.2019 to 24.06.2019.

**Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019.

The Company has a credible and transparent policy in determining and accounting for the remuneration of Directors, Key Managerial Personnel & Senior Management of the Company. The policy has been placed on the Company’s official website at the web-link http://www.jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf The Non-Executive Directors receive remuneration by way of sitting fee for attending the Board Meetings.

The remuneration paid to the Executive Director is determined keeping in view his professional qualification, relevant industry experience, size of the Company and current remuneration standards for such senior executive positions in the Engineering Industries. The Board has proposed remuneration of 60,00,000 p.a. excluding perquisites to Mr. Rahul Amin as a Managing Director of the Company. However, pursuant to provisions of Schedule V of the Companies Act, 2013, prior approval of Financial Institutions/bankers were required. All three Financial Institutions/Bankers of the Company have approved different remuneration for Managing Director and therefore, Board of Directors have proposed lowest remuneration of 12,00,000 p.a. including perquisites.

Apart from above, Non-Executive Directors do not have any material pecuniary relationship or transactions with the Company.

Notes:

1. Service Contract, Notice Period and Severance Fees. The employment of Mr. Rahul N. Amin is contractual.

2. Stock option details, if any Nil

(d) Shareholders’ / Investors’ Grievance & Stakeholders Relationship Committee

(i) Terms of Reference

The terms of reference of the Committee include the following:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report,

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non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
Review of measures taken for effective exercise of voting rights by shareholders.
Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividend and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the Company.

(ii) Composition, Name of Members, Meetings and Attendance

The Shareholders’ / Investors’ Grievance & Stakeholders Relationship Committee comprises of two Independent Non-Executive Directors and one Non-Executive Director.

Four Shareholders’ / Investors’ Grievance & Stakeholders Relationship Committee Meetings were held during the Financial Year 2019-20 on 25th May, 2019, 13th August, 2019, 13th November, 2019 and 13th February, 2020.

The Shareholders’ / Investors’ Grievance & Stakeholders Relationship Committee of the Company comprises of the following Members:

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Sr. Name of Member Category No. of Meetings Remarks
No. attended
1. Mr. S. S. Bhattbhatt Chairman 3 -
2. Dr. R. M. Khajuria Member 1 -
3. Mr. V. K. Gulati Member 4 -
4. Mrs. T. R. Amin Member 1 -
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*Dr. R. M. Khajuria ceased to be member of the Committee w.e.f. 30th October, 2019.

50 queries were received during the year under review. However, all the queries have been resolved to the satisfaction of the Shareholders. There were no pending transfers st as on 31 March, 2020.

(iii) Compliance Officer

Mr. Suresh Singhal, Vice President (Legal) & Company Secretary is the Compliance Officer of the Company and Secretary to all the Committees of the Board.

4. General Body Meetings

The Annual General Meetings of the Company (AGMs) have been held at the following places in the last three years.

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For the Venue Day and date Time
year
2017 Jyoti Limited
Nanubhai Amin Marg, Industrial Area Thursday, 9.00 a.m.
P.O. Chemical Industries 28th September, 2017 (IST)
Vadodara - 390 003
2018 Jyoti Limited
Nanubhai Amin Marg, Industrial Area Thursday, 9.00 a.m.
P.O. Chemical Industries 27th September, 2018 (IST)
Vadodara - 390 003
2019 Jyoti Limited
Nanubhai Amin Marg, Industrial Area Thursday, 9.00 a.m.
P.O. Chemical Industries 28th November, 2019 (IST)
Vadodara - 390 003
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The following Special Resolutions were proposed in the previous three Annual General Meetings.

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For the Year Resolution Detail
2017 1. Creation of Mortgage/Charge for Borrowings/Financial Assistance availed
2. Adoption of New set of Articles of Association
2018 1. Creation of Mortgage/Charge for Borrowings/Financial Assistance availed
2. Adoption of New set of Articles of Association
2019 1. Re-appointment of Shri Tushar Charandas Dayal (DIN: 01055037) as an
Independent Director
2. Re-appointment of Shri Vijaykumar Omprakash Gulati (DIN: 02127750)
as an Independent Director
3. Re-appointment of Shri Shrikar Shriram Bhattbhatt (DIN: 00144208) as
an Independent Director
Note :–
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Special Resolution under Section 180(1)(a) of the Companies Act, 2013 for creation of Mortgage/Charge for Borrowings/Financial Assistance availed- The resolution was not passed in the year 2017 as the votes cast against were more than the votes cast in favour of approval.
Special Resolution for adoption of new set of Articles of Association of the Company as per the Companies Act, 2013-

The resolution was not passed in the year 2017 as the votes cast against were more than the votes cast in favour of approval.

No Extra Ordinary General Meeting was held during the year.
st
1. No Resolution was passed through postal ballot during the Financial Year ended on 31 March, 2020 and Company has also not proposed to pass any resolution through postal ballot.
5. Other Disclosures (a) (i) There are no materially significant transactions with related parties viz. Promoters,Directors or the Management, or their relatives that has potential conflict with the Company’s interest. Suitable disclosure as required by the Ind AS 24 has been made in the Annual Report.

The Policy on Related Party Transactions of the Company for determining the materiality of related party transactions and also on the dealings with related parties. This Policy has been placed on the Company’s official website at the web-link http://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf Transactions with related parties, as per the requirements of Ind AS 24, are disclosed in notes to accounts annexed to the financial statements.

The Company has adopted the Whistle Blower & Vigil Mechanism Policy for Directors, Employees and Stakeholders which is placed on the Company’s website at the web-link http://www.jyoti.com/pdf/whistle_blower_and_vigil_mechanism_policy.pdf No personnel are denied access to the Audit Committee. However, there were no cases reported under this Policy during the period under review. (ii) The Company has no material subsidiary.

The Company has fully complied with mandatory requirements of the SEBI (LODR) Regulations, 2015.

76th Annual Report

(iii) The Company is not having any Commodity price risk or foreign exchange risk and not involved in hedging activities.
(iv) There were no circumstances where board had not accepted any recommendation of any committee of the Board during the year.
(v) There is no non compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of Schedule V read with Regulation 34(3) of SEBI LODR Regulations.
(vi) The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) CEO / CFO Certification

The Chairman & Managing Director and Chief Financial Officer have certified to the Board, compliance in respect of all matters specified in Regulation 17(8) read with schedule-II, Part-B of the SEBI (LODR) Regulations, 2015.

(c) Details of Non-Compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchange, SEBI or any Statutory Authorities or any matter related to Capital Markets.

The Company has complied with all the requirements of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges as well as Regulations and Guidelines of SEBI. No penalties or strictures have been imposed by SEBI, Stock Exchange or any Statutory Authorities on matters relating to Capital Markets during the last three years.

(d) Dealing with Securities which have remained unclaimed

Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company has already transferred Equity Shares in an “Unclaimed Suspense Account”.

The voting rights on the shares shall remain frozen till the rightful owner of such shares claims the shares.

Members may note that the lawful claimants in respect of these shares will be able to claim such shares from the Company till such shares remain in the Unclaimed Suspense Account as aforesaid.

(e) The Company has not adopted any non mandatory requirement as specified in Part E of Schedule ii of SEBI (LODR) Regulations, 2015.

6. Means of Communication

(a) Newspapers wherein results normally published

The quarterly / half-yearly / Annual Financial Results are published in Indian Express, Vadodara and Financial Express, Ahmedabad.

(b) Web-site, where displayed

The financial results and the official press releases are also placed on the Company’s website http://www.jyoti.com in the “Investor Relations” section.

(c) Whether website also displays official news releases

The Company has maintained a functional website http://www.jyoti.com containing basic information about the Company e.g. details of its business, financial information, shareholding pattern, codes, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievance, etc.

(d) Presentations made to institutional investors or to the analysts: Nil

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7. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the Financial Year 2019-20 forms part of the Annual Report.

8. Certificate from Practicing Company Secretaries

The Company has received a certificate from M/s. Ravi Kapoor & Associates, Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the companies by Securities and Exchange Board of India/Ministry of Corporate Affairs/ Reserve Bank of India or any such statutory authority.

9. Fees to the Statutory Auditors of the Company

The total fees for all services paid by the Company, on a consolidated basis, to the Statutory Auditors of the Company are mentioned at Note No. 24 of Notes to the Standalone Financial Statements. The Company has not availed any services from the network firm/network entity of which the statutory auditor is a part.

10. General Shareholders’ Information

(a) Annual General Meeting

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Day, date and time Wednesday, 30th September, 2020 at 10.00 a.m. (IST)
Mode Through Video Conferencing or Other Audio Visual Means
Venue The Company is conductingthmeeting through VC/OAVM pursuant
to the MCA Circular dated 5 May, 2020 and as such, there is no
requirement to have a venue for the AGM.
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(b) (c)	Financial Calendar Financial year is 1 April, 2020 to 31 March, 2021, Indicative calendar of events for the st st year 2020-21 (April to March), excluding Extraordinary General Meetings, if any, is as under: Fourth Quarter (year 2019-20) Results 29 June, 2020 th	Financial Calendar Financial year is 1 April, 2020 to 31 March, 2021, Indicative calendar of events for the st st year 2020-21 (April to March), excluding Extraordinary General Meetings, if any, is as under: Fourth Quarter (year 2019-20) Results 29 June, 2020 th
	First Quarter Results	July / August, 2020
	Annual General Meeting	30 September, 2020 th
	Second Quarter Results	October / November, 2020
	Third Quarter Results January / February, 2021 Book Closure The Company’s Register of Members and 23 September, 2020 to rd Share Transfer Books will remain closed for 30 September, 2020 th the purpose of Annual General Meeting. (both days inclusive)

(d) Dividend

Not Applicable since no dividend is recommended.

(e) Listing on Stock Exchange

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The Company’s Equity Shares are Address of the Stock Exchange:-
listed on the Stock Exchange located at: BSE Ltd. - Mumbai
Mumbai Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai – 400 001
Stock Code of the Company BSE 504076
ISIN No. of the Company’s INE 511 D01012
Equity Shares in Demat Form
Depositories Connectivity NSDL and CDSL
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Note:- Listing Fees for the financial year 2020-21 is paid to BSE Ltd.

76th Annual Report

(f) Market Price Data

The Market Price of the Company’s shares traded on the Bombay Stock Exchange during the year 2019-20 was as follows:


Year 2019-20	BSE BSE Sensex
	High	Low	High	Low
Month	( ) `\|( )<br>`
April, 2019	11.19	9.70	39,487.45	38,460.25
May, 2019	10.34	7.65	40,124.96	36,956.10
June, 2019	9.90	7.02	40,312.07	38,870.96
July, 2019	8.43	6.61	40,032.41	37,128.26
August, 2019	7.25	5.80	37,807.55	36,102.35
September, 2019	6.50	6.01	39,441.12	35,987.80
October, 2019	6.67	5.44	40,392.22	37,415.83
November, 2019	6.91	5.50	41,163.79	40,014.23
December, 2019	5.77	5.22	41,809.96	40,135.37
January, 2020	5.00	4.30	42,273.87	40,476.55
February, 2020	4.09	2.73	41,709.30	38,219.97
March, 2020	2.77	2.50	39,083.17	25,638.90

(g) Performance in comparison to broad-based indices viz., BSE Sensex

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43,000.00 12
42,000.00 10
41,000.00
8
40,000.00
39,000.00 6
38,000.00 4 BSE
37,000.00 JYOTI
2
36,000.00
35,000.00 0
MONTHS
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(h) Shareholding Pattern (as on 31st March, 2020)

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Sr. No. of Equity Percentage (%)
No. Category Shares held of
` 10 each
1. Promoters 54,46,503 23.59
2. Friends & Relatives 1,46,965 0.64
3. Mutual Funds & UTI 50 —
4. Banks, F.Is., Insurance Companies 3,07,070 1.33
5. Private Corporate Bodies 1,42,01,000 61.49
6. Indian Public 29,72,517 12.87
7. NRIs/Foreign Companies 18,413 0.08
8. Any Other – Directors 110 —
Total 2,30,92,628 100.00
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The Company has allotted 5963636 equity shares to Rare Asset Reconstruction Limited on 02.05.2018 and accordingly filed listing application to BSE Ltd., but the Listing application

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filed for 5963636 equity shares by the Company to BSE Ltd. is rejected. Against the same, Company has already filed an appeal in Securities Appellate Tribunal (SAT) which is still pending.

(i) Distribution of Shareholding (as on 31st March, 2020)

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Category Number of Percentage Number of Percentage
Shareholders % Shares %
1 -- 500 10,865 95.87 7,28,352 3.15
501 -- 1000 220 1.94 1,69,678 0.73
1001 -- 2000 110 0.97 1,65,481 0.72
2001 -- 3000 45 0.40 1,11,564 0.48
3001 -- 4000 18 0.16 62,006 0.27
4001 -- 5000 12 0.11 57,724 0.25
5001 -- 10000 24 0.21 1,76,461 0.77
10001 and above 39 0.34 2,16,21,362 93.63
Total 11,333 100 2,30,92,628 100
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(j) Share Transfer Process

The Company’s shares being in compulsory demat list are transferable through depository system. Accordingly, the Company had appointed M/s. MCS Share Transfer Agent Ltd. as its Registrar & Share Transfer Agent for both physical and demat segments of Equity Shares in compliance with the requirement of the Securities and Exchange Board of India.

However, shares in the physical form are processed by the Registrar & Share Transfer Agent and approved by the Shareholders’/Investors’ Grievance and Stakeholders Relationship Committee. In order to expedite the process, the Board of Directors has also delegated the authority to the Managing Director (MD) and the Company Secretary to approve the share transfers and accordingly, the MD and the Company Secretary approve the transfer/transmission of shares fortnightly.

(k) Dematerialisation of Shares

The Equity Shares of the Company are traded compulsorily in the dematerialised form. The Company entered into an agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby the Shareholders have the option to dematerialise their shares with Depositories. Demat ISIN Number in NSDL and CDSL for Equity Shares is INE 511 D01012.

1,66,41,223 Equity Shares of the Company were in dematerialised form as on 31[st] March, 2020 representing 72.06% of the total Shares.

(l) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, likely to impact on Equity :

None

(m) Plant Locations :

The Company’s Plants (Main Plant, Switchgear Plant and Relay Division) are located at Vadodara.

76th Annual Report

(n) Registrars & Transfer Agent : (For both Physical & Electronic Transfer, etc.) MCS Share Transfer Agentst Limited 88, Sampatrao Colony, 1 Floor Neelam Apartment Alkapuri, Vadodara - 390 007 Tel. : 0265-2314757, 2350490 E-mail : [email protected] (o) Address for Investor Correspondence JYOTI LIMITED Company Law & Legal Department Nanubhai Amin Marg, Industrial Area P.O. Chemical Industries Vadodara – 390 003 Gujarat (India) Phone : 0265 – 2282049 Fax : 0265-2281871/2280671 E-mail : [email protected] / [email protected] Website : http://www.jyoti.com

Shareholders holding shares in Demat Mode should address all their correspondence to their respective Depository Participants.

DECLARATION – COMPLIANCE WITH THE CODE OF CONDUCT

The Company has in place a code of conduct applicable to the Board Members as well as the Senior Management and that the same has been hosted on the Company’s website http://www.jyoti.com/investor/codeofconduct.aspx.

All the Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct as on 31st March, 2020. The declaration signed by the Chairman & Managing Director of the Company is given below:

“I, Rahul N. Amin, Chairman & Managing Director of the Company, hereby declare that all Board Members and Senior Management Personnel have affirmed the compliance of the Code of Conduct during the Financial Year ended on 31st March, 2020.”

For JYOTI LIMITED

Vadodara 11th August, 2020

Rahul N. Amin Chairman & Managing Director (DIN: 00167987)

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AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members, JYOTI LIMITED Baroda

We have examined the compliance of conditions of Corporate Governance by Jyoti Limited , for the year ended on 31st March, 2020 as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchange.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations.

We state that in respect of investor grievances received during the year ended 31st March, 2020, no investor grievance is pending against the Company, as per the records maintained by the Company and presented to the Shareholders’/Investors’ Grievances and Stakeholders’ Relationship Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR AMIN PARIKH & CO. CHARTERED ACCOUNTANTS F.R.N. 100332W

CA. SAMIR R. PARIKH PARTNER M.NO. 41506 VADODARA 11th August,2020 UDIN : 20041506AAAABC1824

76th Annual Report

Management Discussion and Analysis

Industry Structure and Developments

Jyoti Ltd., is a leading engineering ISO-9001:2015 certified Company, serving the core sectors of Power and Water. It offers a wide range of reliable quality hydraulic and electrical products and services. From providing customized solutions to handle liquids, Jyoti, over the years has emerged as a Total Solution Provider by designing and manufacturing wide range of pumps and EPC Pumping Systems by undertaking turn-key projects from concept to commissioning.

The Company has taken several bold steps to remain competitive and to ensure survival by reducing cost and streamlining the overall operations process.

Opportunities and Threats

As India is slowly but steadily moving towards development under the present Government, Power and Water sectors are prime movers for its economic and social development and growth. Considering the 70 years-old presence of the Company in the Power, Hydel and Lift Irrigation Sectors, which are of National Importance, a huge business potential is anticipated.

The Company continues to be very selective in taking orders as the price realisation still remains very low. The challenge to manage the orders within the budgeted costs continues and high volatility in the prices of major raw materials is a matter of concern.

The credit extended to the customers is not honoured, which has resulted in high levels of receivables which have in turn strained the cash flow to a very large extent. Barring unforeseen circumstances, the Company expects to increase its volume of business in the current year.

Outlook

Water and Power sectors are of National Importance, and for a developing country like India, the demand for energy and water is expected to grow at a steady rate. Keeping in view the above, the long term outlook for these sectors appears to be bright. There is ample scope and opportunity for companies having businesses in these sectors not to mention the potential of your Company and its large presence in these sectors for many years.

Risk and Concerns

It must be clearly understood that each industry in particular and each industry segment in general has its own risk, from which it cannot be fully isolated but mitigated by means of proper risk management. Your Company foresees certain areas of risk, concerns and threats in its arena of operations.

The present challenge for the Company is to successfully execute low price orders, within the budgeted cost. The availability and cost of the funds remain very important factors impacting on the plans of the Company and threatening the viability itself. Unless the Government takes strong measures to boost the industrial activity and stimulate the industries by reducing the interest rates and making funds available, it will be difficult for the Capital Goods Industry in India to achieve the targets. Project execution is largely affected by non-availability of skilled and unskilled manpower. Competency-management and retention of employees is becoming increasingly critical. EPC Projects are generally exposed to risk of delay in execution due to factors like right of way, obtaining of various approvals in time, environmental factors, resistance from locals, etc.

Segment-wise Performance

This is not applicable to the Company as there is only one identified reportable segment.

Internal Control Systems

The Company has an adequate system of internal control procedures, which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and

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reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

Financial Performance and Operational Efficiency

The Company’s revenue from operations was 107.47 crores in the Financial Year 2019-20 as compared to 169.80 crores for the previous year. Company is continuing various corrective measures to reduce the material cost and other overheads. The Company’s EBITDA was (7.19) crores in the Financial Year 2019-20 as compared to 2.23 crores during the previous year. The Loss for the year before exceptional items was at 13.27 crores as compared to Loss of 4.98 crores for the previous year.

The lenders of the Company have not charged interest on outstanding bank facilities, since the dues from the Company were categorized as a Non-Performing Asset with all banks from December 2015 onwards. The Company, therefore, had represented to its lenders to restructure its debts to a sustainable level including seeking waiver of full unpaid interest. In view of this, the Company has not provided interest amounting to ` 57.19 crores for the year ended on 31st March, 2020. However, the said interest has been recognized as a Contingent Liability in the financial statements.

Details of Significant Changes in the Key Financial Ratios & Return on Net Worth

Pursuant to amendment made in Schedule V to the Listing Regulations, details of significant changes (i.e. changes of 25% or more as compared to the immediately previous financial year) in KeyFinancial Ratios and any changes in Return on Net Worth of the Company (on standalone basis) including explanations therefore are given below :

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Sr. Particulars FY ended FY ended Explanations
No. 31st March, 31st March,
2020 2019
i Debtors’Turnover Ratio 0.35 0.57 Due to lower Turnover, Ratio shows
reduction. However, overall there is
good amount of liquidation in
Inventory & release of outstanding
receivables.
ii Inventory TurnoverRatio 4.78 7.16
iii Interest Coverage Ratio -16.46 -7.13 Due to lower Turnover, the Company
could notabsorb overheadsfully.The
Companyhas incurred heavylosses
and thereby impacting ratio
negatively.
iv Current Ratio 0.57 0.58 NotApplicable
v Debt Equity Ratio -1.61 -1.69 NotApplicable
vi Operating Profit Margin (%) -6.70% 1.31% Due to lower Turnover, the Company
could notabsorb overheads fully.The
Companyhas incurred heavylosses
and thereby impacting ratios
negatively.
vii Net Profit Margin (%) -11.44% -3.26%
viii Return on Net Worth (%) -3.80% -1.78%
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76th Annual Report

Human Resource

The Company considers its employees as its valuable assets, hence the key focus is to train and develop its employees. The Company aims to create a motivated team and to provide them with good opportunities for career growth.

The Company has undertaken continuous interaction with all employees by frequent visit of Senior Executives to the project sites have brought the employees closer and thereby developed a transparent system of communication. Industrial Relations with the employees remain cordial throughout the year. The work and jobs at all levels in the Company are designed, organized and managed effectively by interaction between the management and employees. The employees have been able to meet the challenges from time to time to improve upon performance of plants through efficiency, productivity and economy.

In view of the Company’s growth plans and current requirements, the primary emphasis is on the quality of talent and multitasking of work force. The Company has a total manpower of 259 as on 31st March, 2020.

Cautionary Statement

The statements in the Boards’ Report and the Management Discussion and Analysis describing the Company’s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

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ANNEXURE C TO THE BOARD’S REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on Financial Year ended on 31st March, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

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1. CIN : L36990GJ1943PLC000363
2. Registration Date : 01/01/1943
3. Name of the Company : Jyoti Limited
4. Category / Sub-Category of the Company : Company Limited by shares
5. Address of the Registered Office and : Nanubhai Amin Marg, Industrial Area
contact details P.O. Chemical Industries
Vadodara – 390 003
(Phone) 0265 – 2282049
(Fax) 0265 – 2281871/2280671
6. Whether listed Company Yes / No : Yes, Listed on BSE Ltd.
7. Name, Address and Contact details of : MCS Share Transfer Agent Limited
Registrar and Transfer Agent, if any 88, Sampatrao Colony, 1st Floor
Neelam Apartment
Alkapuri, Vadodara – 390 007
Tel.: 0265 – 2314757, 2350490
E-Mail : [email protected]
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II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

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Sr. Name and Description of main NIC Code of the % to total turnover
No. Products / Services Product/ Service of the Company
1. Manufacture of Electric Motors, Generators, 271 (NIC 2008) 100%
Switchgears, Relays, etc.
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sr. Name and Address CIN/GLN Holding/ % of Applicable
No. of the Company Subsidiary/ shares Section
Associate held
1. Jyoti Sohar Switchgear LLC - Joint Venture 49% 2(6)
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The Board of Directors has allotted 5963636 equity shares to Rare Asset Reconstruction Limited on 02.05.2018 and accordingly filed listing application to BSE Ltd., but the Listing application filed for 5963636 equity shares by the Company to BSE Ltd. is rejected. Against the same, Company has already filed an appeal in Securities Appellate Tribunal (SAT) which is still pending.

(ii) Shareholding of Promoters

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Sr. Shareholder’s Shareholding at the beginning Shareholding at the end %
No. Name of the year 01-04-2019 of the year 31-03-2020 change
No. of % of % of No. of % of % of in
shares total shares shares total shares share
shares pledged / shares pledged / holding
of the encumbered of the encumbered during
Company to total Company to total the
shares shares year
1. Rahul Nanubhai Amin 10,84,100 4.70 4.70 10,84,100 4.70 4.70 -
2. Tejal Rahul Amin 6,42,113 2.78 2.78 6,42,113 2.78 2.78 -
3. Shubhalakshmi Rahul Amin 3,08,397 1.34 1.34 3,08,397 1.34 1.34 -
4 Nandita Nanubhai Amin 83,125 0.36 - 83,125 0.36 - -
5. Chirayu Ramanbhai Amin 590 0.00 - 590 0.00 - -
6. Mayank Natubhai Amin 2,080 0.01 - 2,080 0.01 - -
7. Sarojini Dinubhai Amin - - - - - - -
8. JSL Industries Ltd. 10,74,239 4.65 4.65 10,74,239 4.65 4.65 -
9. Insutech Industries Ltd. 23,37,654 10.12 10.12 23,37,654 10.12 10.12 -
10. Winner Innovation
Learning Ltd. 61,170 0.26 - 61,170 0.26 - -
Total 55,93,468 24.22 23.59 55,93,468 24.22 23.59
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(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

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Shareholding at the Cumulative
beginning of the year Shareholding
Particulars 01-04-2019 during the year
No. of % of total No. of % of total
shares shares shares shares
of the of the
Company Company
At the beginning of the year 55,93,468 24.22 55,93,468 24.22
Date wise increase / - - -
decrease in Promoters
Shareholding during the
year specifying the reasons No change during the year
for increase / decrease
(e.g. allotment / transfer /
bonus/ sweat equity, etc.):
At the End of the year 55,93,468 24.22 55,93,468 24.22
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76th Annual Report

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

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Sr. For each of the Shareholding at the Date wise Increase / Cumulative Shareholding
No. Top 10 Shareholders beginning of the year Decrease in Shareholding during the year
01-04-2019 during the year specifying
the reasons for increase /
decrease (e.g. allotment /
transfer/bonus/
sweat equity etc):
No. of % of total Purchase Sell No. of % of total
shares shares shares shares
of the of the
Company Company
1 Rare Asset Reconstruction
Ltd. 59,63,636 25.82 - - 59,63,636 25.82
2 Finquest Financial Solutions
Pvt. Ltd. 21,77,700 9.43 - - 21,77,700 9.43
3 Anjani Residency Pvt. Ltd. 20,04,896 8.68 - - 20,04,896 8.68
4 Filmquest Entertainment
Pvt. Ltd. 14,93,000 6.47 - - 14,93,000 6.47
5 Naysaa Securities Limited - - 12,50,000 12,50,000 5.41
6 Khyati Realtors Pvt. Ltd. 7,50,000 3.25 - - 7,50,000 3.25
7 Darshana Anand Damle - - 5,56,757 5,56,757 2.41
8 ITI Holdings and Investment
Limited 3,72,536 1.61 - - 3,72,536 1.61
9 Bank of Baroda
(earlier known as Dena Bank) 3,05,530 1.32 - - 3,05,530 1.32
10 Dipak Kanayalal Shah 2,00,000 0.87 11,700 - 2,11,700 0.92
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The Shares of the Company are traded on a daily basis and hence the date wise increase/ decrease in shareholding is not indicated.

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(v) Shareholding of Directors and Key Managerial Personnel (KMP)

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Sr. For Each of the Shareholding at the Date wise Increase / Cumulative Shareholding
No. Directors and KMP beginning of the year Decrease in Shareholding during the year
01-04-2019 during the year specifying
the reasons for increase /
decrease (e.g. allotment /
transfer/bonus/
sweat equity etc):
No. of % of total No. of % of total
shares shares shares shares
of the of the
Company Company
Name of Director/KMP
1 Mr. Rahul Amin 10,84,100 4.69 10,84,100 4.69
2 Mrs. Tejal Amin 6,42,113 2.78 6,42,113 2.78
3 Mr. Vijay Kumar Gulati 50 - 50 -
4 Mr. Shrikar Bhattbhatt 60 - No change during the 60 -
5 Mr. Tushar Dayal - - year - -
6 Dr. Rajesh Khajuria - - - -
7 Mr. Suresh Singhal - - - -
8 Mr. Ronak Shah 1 - 1 -
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*Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

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( in lakhs)
Secured Unsecured Total
Loans Loans Deposits Indebtedness
excluding
deposits
Indebtedness at the beginning of
the Financial Year 01-04-2019
i) Principal Amount 52466.03 — — 52466.03
ii) Interest due but not paid 7878.50 — — 7878.50
iii) Interest accrued but not due — — — —
Total (i+ii+iii) 60344.53 — — 60344.53
Change in Indebtedness during
the Financial Year
• Addition 249.03 225.00 — 474.03
• Reduction 826.50 — — 826.50
Net Change (577.47) 225.00 — (352.47)
Indebtedness at the end of the
Financial Year 31-03-2020
i) Principal Amount 51888.56 225.00 — 52113.56
ii) Interest due but not paid 7878.50 — — 7878.50
iii) Interest accrued but not due — — — —
Total (i+ii+iii) 59767.06 225.00 — 59992.06
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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-Time Directors and/or Manager

(in )

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Sr. Particulars of Remuneration Name of MD/WTD/ Manager
No.
Mr. Rahul Amin (Managing Director)
1 Gross salary Amount (`)
(a) Salary as per provisions contained in 18,05,185/-
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the 1,20,429/-
Income-tax Act, 1961
(c) Profits in lieu of salary under -
section 17(3) of the Income-tax Act, 1961
2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of profit
- others, specify
5 Others, please specify -
Total 19,25,614
Ceiling as per the Act As per approval granted by the
Central Government vide its letter
dated 15th May, 2017.
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*Mr. Rahul Amin was paid remuneration from 01.04.2019 to 24.06.2019.

B. Remuneration to other Directors:

I. Independent Directors

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(in )
Particulars of Name of Directors Total
Remunerations Mr. V.K. Mr. T.C. Mr. S.S. Dr. R.M. Amount
Gulati Dayal Bhattbhatt Khajuria
Fee for attending 30,000 25,000 25,000 10,000 90,000
Board / Committee
Meetings
Commission - - - - -
Others - - - - -
Total (1) 30,000 25,000 25,000 10,000 90,000
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Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019 .

II. Other Non-Executive Directors

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(in )
Particulars of Remunerations Name of Director
Mrs. T. R. Amin Total
Amount
Fee for attending Board/Committee Meetings 30,000 30,000
Commission - -
Others - -
Total 30,000 30,000
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C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/
WTD:
(in )
Sr. Particulars of Remuneration Key Managerial Personnel Total
No. CFO Company
Secretary
1 Gross Salary
(a) Salary as per provisions contained 11,62,669 18,44,803 30,07,472
in section 17(1) of the Income-tax
Act, 1961
(b) Value of perquisites u/s 17(2) 4,32,213 5,56,466 9,88,679
of the Income-tax Act, 1961
(c) Profits in lieu of salary under section - - -
17(3) of the Income-tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit
- others, specify
5 Others, please specify Provident Fund 6,65,760 11,66,932 18,32,692
& other
Total 22,60,642 35,68,201 58,28,843
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VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (under the Companies Act):

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Type Section of Brief Details of Authority Appeal
the Description Penalty/ [RD /NCLT/ made,
Companies Punishment/ COURT] if any
Act Compounding (give
fees imposed details)
A. COMPANY
Penalty NONE
Punishment
Compounding
B. DIRECTORS
Penalty NONE
Punishment
Compounding
C. OTHER OFFICERS
IN DEFAULT
Penalty NONE
Punishment
Compounding
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For and on behalf of the Board of Directors

Vadodara 11th August, 2020

Rahul Amin Chairman & Managing Director (DIN: 00167987)

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Annexure E to the Board's Report FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March, 2020

[ Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Jyoti Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jyoti Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company, during the audit period covering the financial year ended on 31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31stMarch, 2020 and verified the provisions of the following acts and regulations and also their applicability as far as the Company is concerned during the period under audit:

i) The Companies Act, 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA”)and the rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings to the extent of their applicability to the Company;
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients;

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(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
We have also examined compliance with applicable clauses of the following
Secretarial Standards issued by the Institute of Company Secretaries of India.
Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

i) The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
iii) All decisions at Board Meetings & Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or the Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there are no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above other than this listed below.

The Company had received Share Application Money of Rs. 1980 lakhs between June, 2013 to December, 2013 from Promoter Group entities as required under Corporate Debt Restructuring Scheme. As there was no possibility of Converting Share Application Money into Equity Shares, the Board of Directors in its meeting held on 14th march, 2018 decided to refund the Share Application Money to the Promoter Group entities. The Company has refunded the Share Application Money of Rs. 575 Lacs during the Financial Year 2018-19.
Central Bank of India and State Bank of India, have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under section 7 of the Insolvency and Bankruptcy Code, 2016. The application is still pending for admission in NCLT.

For, Ravi Kapoor & Associates

Ravi Kapoor Place : Ahmedabad Company Secretary in practice Date : 11th August, 2020 FCS No. 2587 C P No.: 2407 UDIN: F002587B000568493

This report is to be read with our letter of even date which is annexed as Annexure – A and forms an integral part of this report.

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Annexure - A

To, The Members, Jyoti Limited

Our report of even date is to be read along with this letter.

Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events, etc.
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, Ravi Kapoor & Associates

Place : Ahmedabad Date : 11th August, 2020

Ravi Kapoor Company Secretary in practice FCS No. 2587 C P No.: 2407 UDIN: F002587B000568493

76th Annual Report

Annexure F to the Board’s Report

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2019-20.

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Sr. No. Name of Director Ratio
(i) Mr. Rahul Amin 6.62:1
(ii) Mrs. Tejal Amin N.A.
(iii) Mr. Tushar Dayal N.A.
(iv) Mr. Vijay Kumar Gulati N.A.
(v) Mr. Shrikar Bhattbhatt N.A.
(vi) Dr. Rajesh Khajuria N.A.
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*Mr. Rahul Amin was paid remuneration from 01.04.2019 to 24.06.2019.Since the remuneration is only part of the year, the ratio of his remuneration to median remuneration & percentage increase in remuneration is not comparable.
** Dr. R. M. Khajuria ceased from the Directorship of the Company w.e.f. 30th October, 2019.
The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2019-20 compared to 2018-19.

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Remuneration increased of any Director Nil
Remuneration increased of Company Secretary Nil
Remuneration increased of Chief Financial Officer Nil
3. The percentage decrease in the median remuneration of employees in the financial year 2019-
20 compared to 2018-19 is 8.21%.
4. The number of permanent employees on the roll of the Company 31.03.2020 31.03.2019
259 358
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Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration.

There is no inncrease in the Managerial Remuneration for the financial year 2019-20.

The Board of Directors of the Company affirms that the remuneration is as per the Remuneration Policy of the Company.

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76th Annual Report

INDEPENDENT AUDITOR'S REPORT

To the Members of Jyoti Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Jyoti Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, and its Loss (including Other Comprehensive Income), Changes in Equity and its Cash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

a) As per the Standalone Financial Statements which indicates that there is continued losses, total erosion of the Net Worth, Current Liabilities exceeds Current Assets, Liquidity constraint, Inability to comply with the terms of loan agreements and as per Note No.25(17), Lenders have under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”), given notices to the Company in the year 2016. Central Bank of India and State Bank of India have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under Section 7 of the Insolvency and Bankruptcy Code, 2016. The application is still pending for hearing in NCLT. There is an uncertainty about the Company’s ability to continue as a going concern.

However, considering ongoing operations with improved business prospects, continue to execute orders in hand, increasing & giving additional focus on turnover of spares, retrofit & service orders which contribute good margin & obtain new orders despite adversities from private as well as PSU, robust cost controls and acquisition of total debt of the Company due with Dena Bank and Central Bank of India by Rare Asset Reconstruction Ltd., the Management is very positive about the Company’s viability and optimistic about its future.

In view thereof, the Standalone Financial Statements have been prepared by the Management on a ‘Going Concern’ basis and no adjustment is considered necessary, except for the provisions made in the books of account, to the recorded assets, recorded liabilities, contingent liabilities and other commitments.

b) Note No.25(13)(a)&(b) of the Ind AS Financial Statements regarding recoverability of Trade Receivables, Advances and Impairment of Assets other than those provided for during the year, which has been considered good by the Management.

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c) Note No.25(19) in the Ind AS Financial Statements which indicates that, the Company has not provided interest on outstanding bank facilities amounting to ` 5,718.62 lakhs for the year ended on 31st March, 2020, since the dues of the Company were categorized as Non Performing Assets by all the Banks from December, 2015 and onwards.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key Audit Matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the following matter as Key Audit Matters for the year.

Description of Key Audit Matters

The Key Audit Matters How our audit addressed the Key Audit Matter Going Concern Assumptions, Financing and Covenants The availability of sufficient funding and the Considering ongoing operations with improved testing of whether the Company will be able to business prospects, continue to execute continue meeting its obligations under the orders in hand, increasing & giving additional financing covenants are important for the going focus on turnover of spares, retrofit & service concern assumptions and as such, are orders which contribute good margin & obtain significant aspects of our audit. This test or new orders despite adversities from private as assessment is largely based on the well as PSU, robust cost controls and expectations of and the estimates made by the acquisition of total debt of the Company due Management. The expectations and estimates with Dena Bank and Central Bank of India by can be influenced by subjective elements such Rare Asset Reconstruction Ltd., the as estimated future cash flows, forecasted Management is very positive about the results and margins from operations. Estimates Company’s viability and optimistic about its are based on assumptions, including future. expectations regarding future developments in the economy and the market. In view of below, In view thereof, the Standalone Financial Statements have been prepared by the (i) Continued losses, total erosion of the Net Management on a ‘Going Concern’ basis and Worth, Current Liabilities Exceeds Current no adjustment is considered necessary, except Assets, Liquidity constraint; for the provisions made in the books of account, (ii) Inability to comply with the terms of loan to the recorded assets, recorded liabilities, agreements and that Lenders have under contingent liabilities and other commitments.

(ii) Inability to comply with the terms of loan agreements and that Lenders have under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”), given notices to the Company in the year 2016;
(iii) Central Bank of India and State Bank of India have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under Section 7 of the Insolvency and Bankruptcy Code, 2016, the application is still pending for hearing in NCLT;

There is an uncertainty about the Company’s ability to continue as a going concern.

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Evaluation of uncertain Direct and Indirect Tax positions

The Company has material uncertain tax Direct Tax & Indirect Tax positions including matters in dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Note No.25(3) to the Standalone Financial Statements.	Our audit procedures include the following substantive procedures: • Obtained understanding of key uncertain tax positions; and • We along with our internal tax experts - - Read and analyzed select key correspondences, external legal opinions / consultations by the Management for key uncertain tax positions; - Discussed with appropriate senior Management and evaluated Management’s underlying key assumptions in estimating the tax provisions; and - Assessed Management’s estimate of the possible outcome of the disputed cases.

Other Information

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s Annual Report, but does not include the Standalone Financial Statements and our Auditors’ Report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We have been provided the aforesaid reports and based on the work we have performed, we did not observe any material misstatement of this other information and accordingly, we have nothing to report in this regard.

The Responsibility of the Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the state of affairs, loss (including Other Comprehensive Income), Changes in Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material

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misstatement, whether due to fraud or error which have been used for the purpose of preparation of the Standalone Financial Statements by the Directors of the Company, as aforesaid.

In preparing the Standalone Financial Statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management or Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system with reference to the Standalone Financial Statements in place and the operating effectiveness of such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.
d. Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparation of the Standalone Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor’s Report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors’ Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
e. Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the Key Audit Matters. We describe these matters in our Auditors’ Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) The matters described in sub-paragraph (a), (b), & (c) under the Emphasis of Matters paragraph above, in our opinion, may have an effect on the functioning of the Company.
f) On the basis of written representations received from the Directors as on 31st March, 2020, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2020, from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013;
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with the provisions of Section 197 of the Act and is not in excess of the limit laid down under this section.
i) With respect to the other matters included in the Auditor’s Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :
- (i) The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements as referred to Note No.25(3).

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(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except dividend under dispute amounting to ` 6.67 lakhs, which is subjudice.
(iv) Share Application Money of 1,980 lakhs outstanding since Financial Year 2013-14. We have been given to understand by the Management that as there was no possibility of converting Share Application Money into Equity Shares, the Board of Directors in its meeting held on 14th March, 2018, decided to refund the Share Application Money to Promoter Group Entities. The Company is yet to refund balance amount of 1,405 lakhs to Promoter Group Entities.

Vadodara 29th June, 2020

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 20041506AAAAAQ1014

76th Annual Report

Annexure-A to Independent Auditor’s Report

Annexure Referred to in Independent Auditors’ Report to the members of the Company on the Standalone Financial Statements for the year ended 31st March, 2020, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.
(b) Fixed Assets have been physically verified by the Management during the year as per the phased program of physical verification of fixed assets. As informed to us, the program is such that all the fixed assets will get physically verified in every year. In our opinion the same is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) As explained to us, the inventory (except those lying with contractors) has been physically verified by the Management at the year end. According to the information and explanations given to us, there was no material discrepancies were noticed on such physical verification of inventory as compared to the book records.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, provisions of sub clauses 3(iii)(a),(b)&(c) are not applicable to the Company.
(iv) According to information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013, in respects of loans, investments, guarantees and security.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the Public.
(vi) To the best of our knowledge and explanations provided by the Management, the maintenance of cost records has been prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Such accounts and records have been made and are maintained by the Company.
(vii) According to the information and explanations given to us in respect of statutory and other dues:
(a) The Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-Tax, Duty of Customs, Goods and Service Tax, and any other material statutory dues to the appropriate authorities during the year. Based on our audit procedures and according to the information and explanation given to us, there are no arrears of statutory dues which has remained outstanding as at 31st March, 2020 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of the records produced before us by the Company, except for the cases stated below, there are no material dues payable in respect of Income Tax or Sales Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax and Goods & Service Tax which have not been deposited on account of any dispute.

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----- Start of picture text -----

Sr. Name of the Statute Total Demand Period Forum where dispute is pending
no & Nature of Dues (` lakhs)
1 Income Tax Act, 1961 54.11 2013-14 Income Tax Appellate Tribunal.
(Income Tax)
2 The Finance Act, 1.60 Dec,04 To Central Excise & Service
1994 (Service Tax) Nov,09 Tax Appellate Tribunal, Ahmedabad.
0.10 Sep,13 To The Superintendent, Central Excise,
Jun,14 Customs and Service Tax,Vadodara.
184.76 July,97 To Supreme Court of India.
Dec,2000
116.87 July,12 To Central Excise & Service Tax
Apr,16 Appellate Tribunal, Ahmedabad.
0.17 Apr,16 To Superintendent CGST & Central
June,17 Excise,Div-I,Range-IV, Vadodara-I.
----- End of picture text -----

(viii) (a) Based on our audit procedures and as per the information and explanations given by the Management, the Company has delayed in payment of Devolved Letters of Credit, Loan Installments to Banks and Technology Development Board (TDB). The following are the details of the delays:

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----- Start of picture text -----

Particulars Amt during the Period of Delays
year ( lakhs) (in days) Letters of Credit Devolved - Banks 161.75 More than 90 days Loan Installments - Banks 28.84 More than 90 days Loan Installments - TDB 50.00 More than 90 days TOTAL AMOUNT 240.59 The Company has overdue amount as on 31stst March, 2020, on account of installments and interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Bank Guarantee Devolved of 33,718.48 lakhs.
( ` lakhs)
Particulars Period of Default (in days) Amt.
Upto 90 days Above 90 days during the
Year
Interests on Term Loans, WCDL & CC — 7,878.50 7,878.50
Letters of Credit Devolved - Banks — 2,454.63 2,454.63
Installment of Term Loans - Banks 257.73 4,141.19 4,398.92
Installment of Term Loans - TDB — 97.22 97.22
Installment of Term Loans - ARC 3,651.82 13,093.75 16,745.57
Bank Guarantee Devolved - ARC 7.06 2,136.58 2,143.64
TOTAL AMOUNT 3,916.61 29,801.87 33,718.48
----- End of picture text -----

(b) The Company has overdue amount as on 31stst March, 2020, on account of installments and interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Bank Guarantee Devolved of ` 33,718.48 lakhs.
(ix) The Company did not raise money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order requiring to report application of money raised were applied for the purposes for which money has been raised is not applicable.
(x) As per information and explanations given to us, no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the course of our audit.

76th Annual Report

(xi) According to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) According to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to information and explanation given to us, transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013, where applicable and the details of such transactions have been disclosed in the Standalone Financial Statements etc., as required by the applicable accounting standards;
(xiv) According to information and explanation given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the Order is not applicable.
(xv) According to information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W CA SAMIR R. PARIKH Vadodara Partner 29th June, 2020 M.No. 41506 UDIN: 20041506AAAAAQ1014

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Annexure – B to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Jyoti Limited (“the Company”) as of 31st March, 2020, in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

76th Annual Report

use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Emphasis of Matters

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.
The Company has not provided interest on outstanding bank facilities amounting to ` 5,718.62 lakhs for the year ended on 31st March, 2020, since the dues of the Company were categorized as Non Performing Assets by all the Banks from December, 2015 and onwards.

In our opinion, this may have an effect on the functioning of the Company. However, our opinion is not modified in respect of these matters.

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W

CA SAMIR R. PARIKH

Vadodara 29th June, 2020

Partner M.No. 41506 UDIN: 20041506AAAAAQ1014

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BALANCE SHEET as at 31st March, 2020

BALANCE SHEET as at 31 March, 2020 st
Particulars Note No.	As at 31-03-2020	As at 31-03-2019
	lakhs	lakhs `
ASSETS Non-Current Assets (a) Property, Plant and Equipment 1 (b) Capital Work-in-Progress (c) Intangible Property 1 (d) Financial Assets i) Investments 2 (e) Other Non-Current Assets 3 (a) Inventories Current Assets 4 (b) Financial Assets i) Trade Receivables 5 ii) Cash and Cash Equivalents 6 iii) Bank Balances other than (ii) above 7 (c) Other Current Assets 8 Total Assets EQUITY and LIABILITIES Equity (a) Equity Share Capital 9 (b) Other Equity (a) Financial Liabilities Non-Current Liabilities i) Borrowings 10 (b) Provisions 11 (c) Deferred Tax Liabilities (Net) 25 (11b) (d) Other Non-Current Liabilities 12 (a) Financial Liabilities Current Liabilities i) Borrowings 13 ii) Trade Payables 14 iii) Other Financial Liabilities 15 (b) Provisions 16 (c) Other Current Liabilities 17 Total Equity and Liabilities The accompanying notes are an intergral part of 25	6,464.18 2,624.43 5.72 93.89 1,418.60 10,606.82 1,978.24 25,329.00 211.65 892.61 1,078.01 29,489.51 40,096.33 2,309.26 (34,640.14) (32,330.88) 17,815.51 643.52 270.72 1,972.44 20,702.19 34,298.05 8,579.24 7,878.50 73.70 895.53 51,725.02 40,096.33	7,291.58 2,624.43 8.70 123.96 1,264.05
		11,312.72 2,048.26 28,912.09 96.68 809.17 1,236.35
		33,102.55
		44,415.27
		2,309.26 (33,410.59)
		(31,101.33) 16,140.08 569.36 385.73 1,775.18
		18,870.35 36,325.95 11,161.22 7,878.50 97.94 1,182.64
		56,646.25
		44,415.27

Total Equity and Liabilities The accompanying notes are an intergral part of the Financial Statements.

Rahul N. Amin Chairman & Managing Director Vadodara

As per our Report attached of even date For Amin Parikh & Co.

Chartered Accountants Suresh Singhal F.R.N. 100332W Vice President (Legal) & Company Secretary

Directors

Mrs. T. R. Amin

CA. Samir R. Parikh

Vadodara

Mr. T. C. Dayal Mr. V. K. Gulati Vadodara Delhi

Partner

M. No. 41506

Ronak Shah

Mr. S. S. Bhattbhatt Vadodara

Vadodara Chief Financial Officer 29th June, 2020 Vadodara

29th June, 2020

76th Annual Report

STATEMENT OF PROFIT AND LOSS for the period ended 31st March, 2020

|Particulars
Note No.|2019-2020
lakhs
|2018-2019 lakhs |
|---|---|---|
|Revenue From Operations
18
Other Income
19
Cost of Material and Components Consumed
Total Income (I)
Expenses
20
Changes in Inventories of Finished Goods,
21
Work-in-Progress
Employee Benefits Expense
22
Finance Costs
23
Depreciation and Amortisation Expense
Other Expenses
24
Total Expenses (II)
Profit/(Loss) Before Exceptional Items (I)-(II)
Exceptional Items
-
Profit/(Loss) Before Tax
Tax Expense:
Current Tax
-
Deferred Tax
25 (11a)
Profit/ (Loss) for the year
Other Comprehensive Income
Actuarial Gain / (Loss) on Employee Benefits
Total Comprehensive Income
Earning per Share (Basic & Diluted) (in
) (Face Value
10/-)
 
The accompanying notes are an intergral
part of the Financial Statements.
25|10,746.56
355.33
11,101.89
7,507.20
(79.69)
2,337.12
76.01
886.54
1,701.53
12,428.71
(1,326.82)
-
(1,326.82)
-
(115.01)
(1,211.81)
(17.73)
(1,229.54)
(5.25)|16,979.83
312.05|
|||17,291.88|
|||11,685.62
559.44
2,978.22
82.05
951.09
1,533.64|
|||17,790.06|
|||(498.18)
(168.59)
(666.77)
-
(108.40)|
|||(558.37)|
|||4.24|
|||(554.13)|
|||(2.42)|
|As per our Report attached of even date
F.R.N. 100332W
M. No. 41506
For Amin Parikh & Co.
CA. Samir R. Parikh
Chartered Accountants
Partner
Vadodara
29 June, 2020
th
Rahul N. Amin
Mrs. T. R. Amin
Mr. T. C. Dayal
Chairman & Managing Director
Directors
Vadodara
Vadodara
Mr. V. K. Gulati
Vadodara
Delhi
Vadodara
Mr. S. S. Bhattbhatt
29 June, 2020
th
Suresh Singhal
Vice President (Legal) &
Company Secretary
Vadodara
Chief Financial Officer
Ronak Shah
Vadodara|||

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STATEMENT OF CHANGES IN EQUITY

A. Equity Share Capital

Particulars No.ofShares	lakhs

Balance as at 1 April, 2018 st 1,71,28,992 Changes in equity share capital during FY 2018-2019 59,63,636 Balance as at 31 March, 2019 st 2,30,92,628 Balance as at 1 April, 2019 st 2,30,92,628 Changes in equity share capital during FY 2019-2020 - Balance as at 31 March, 2020 st 2,30,92,628	1,712.90 596.36
	2,309.26
	2,309.26 -
	2,309.26

B. Other Equity

B. Other Equity
	( lakhs) `
Particulars	Reserves and Surplus Items of Total Other Other Share Capital Capital Securities Revalu- General Retained Compre- Equity Application Reserve Redemption Premium ation Reserve Earnings hensive Money Reserve Reserve Reserve Income
Balance as at 1 April, 2018 st 1,980.00 253.04 25.00 6,684.48 408.46 42.69 (45,920.06) 140.75 (36,385.64) Profit for the period - - - - - - (558.37) - (558.37) Refund during the period (575.00) - - - - - - - (575.00) Addition during the period - 1,420.54 - 2,683.64 - - - - 4,104.18 Other Comprehensive Income-Acturial Gains / (Losses) (OCI) - - - - - - - 4.24 4.24 Transferred to General Reserve - - - - (1.50) 1.50 - - -
Balance as at 31 March, 2019 st 1,405.00 1,673.58 25.00 9,368.12 406.96 44.19 (46,478.43) 144.99(33,410.59)
Balance as at 1 April, 2019 st 1,405.00 1,673.58 25.00 9,368.12 406.96 44.19 (46,478.43) 144.99 (33,410.59) Profit for the period (1,211.81) (1,211.81) Refund during the period - - - - - - - - - Addition during the period - - - - - - - - - Other Comprehensive Income - Acturial Gains / (Losses) (OCI) - - - - - - - (17.73) (17.73) Transferred to General Reserve - - - - (1.50) 1.50 - - -
Balance as at 31 March, 2020 st 1,405.00 1,673.58 25.00 9,368.12 405.46 45.69 (47,690.25) 127.26 (34,640.14)

Rahul N. Amin

As per our Report attached of even date For Amin Parikh & Co.

Chartered Accountants Suresh Singhal F.R.N. 100332W Vice President (Legal) & CA. Samir R. Parikh Company Secretary Vadodara Partner M. No. 41506

Ronak Shah

Vadodara Chief Financial Officer 29th June, 2020 Vadodara

Chairman & Managing Director Vadodara

Directors Mrs. T. R. Amin Vadodara Mr. T. C. Dayal Mr. V. K. Gulati Vadodara Delhi Mr. S. S. Bhattbhatt Vadodara

29th June, 2020

76th Annual Report

Notes to the Financial Statements

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Notes to the Financial Statements	Notes to the Financial Statements	Notes to the Financial Statements
Nos. Face As at As at Value 31-03-2019 31-03-2020
`\|lakhs\|lakhs<br>`
Note 2 - Non-Current Investments(at cost) A Trade Investment Investment in Equity Instruments [1] Quoted : JSL Industries Ltd. 29,255 10 Investment in Joint Venture Company [2] Unquoted : Jyoti Sohar Switchgear L.L.C., Oman @ 490,000 (RO) 1 B Others Investment in Equity Instruments [1] Quoted : MPIL Corporation Ltd. 2 10 Mather & Platt Fire Systems Ltd. 9 10 Kirloskar Oil Engines Limited 790 2 Kirloskar Pneumatic Co., Limited 68 10 ABB Power Products and Systems India Ltd. 67 2 S. Kumars Nationwide Ltd. 50 10 Kotia Enterprises 300 10 WPIL Ltd. 50 10 Less:Provision for other than temporary diminution in value S & S Power Switchgear Ltd. [2] Unquoted : 50 10 SLM Maneklal Industries Ltd. 10 100 Advance Bio-Coal (India) Ltd. 500 10 Engineering Raw Materials Consumers’ Corpn. Ltd. 10 1000 Alternative Energy Industries Ltd. 50 10 Gujarat Small Industries 60 100 Baroda Industrial Development Corporation Ltd. 132 1000 Gujarat State Financial Corporation 100 10 Co-Operative Bank of Baroda Ltd. 100 25 Uma Co-Operative Bank Ltd. 440 25 C Investments in Government Securities (Unquoted) 6/7 Years National Savings Certificates ( 1,64,360 deposited with Government) `<br>-<br>164,360<br>Sardar Sarovar Narmada Nigam Ltd.<br>-<br>-<br>Total Investments<br>a)<br>Aggregate amount of Quoted Investments<br>(Market value of<br>24.41 lakhs<br>` (Previous year 32.76 lakhs)) ` b) Aggregate amount of Unquoted Investments Aggregate provision for diminution in value of investments	3.37 86.73 0.00 0.00 0.01 0.01 0.32 0.00 0.06 0.01 0.41 0.03 0.38 0.07 0.01 0.05 0.10 0.01 0.06 1.32 0.01 0.03 0.11 1.77 1.64 0.00 1.64 93.89 3.75 90.14 93.89 0.03*	3.37 86.73 * 0.00 0.00 0.01 0.01 0.32 ** 0.00 0.06 0.01
		0.41 0.02
		0.39 0.07 0.01 0.05 0.10 0.01 0.06 1.32 0.01 0.03 0.11
		1.77 1.64 30.06
		31.70
		123.96
		3.76 120.20
		123.96 0.02

@ Equity investments in this Company carry certain restrictions on transfer of shares that are normally provided for in joint venture agreement.

Nominal value

76th Annual Report

Notes to the Financial Statements

Notes to the Financial Statements
	As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 3 - Other Non-Current Assets Unsecured, Considered Good Capital Advances Security Deposits Advance payments and MAT credit of Income Tax (net of provisions 1,124.33L (Previous Year 1,124.33L)) (Valued at lower of cost or net realisable value) `<br>` Note 4 - Inventories (Refer Note No.25(1)(1.8)) Raw Materials and Components Work-in-Progress Finished Goods Unsecured, Considered Good Note 5 - Trade Receivables Considered Good Less: Provision for Doubtful Trade Receivables Balance in Current Account with Banks Note 6 - Cash and Cash Equivalents Cash on hand Unclaimed Dividend Accounts Note 7 - Other Bank Balances Margin Money Deposits with Banks (Due within 12 months 625.01L (Previous Year 561.17L)) `<br>`	0.84 67.73 1,350.03 1,418.60 750.91 1,134.95 92.38 1,978.24 31,747.70 6,418.70 25,329.00 199.40 12.25 211.65 2.06 890.55 892.61	- 67.62 1,196.43
		1,264.05
		900.62 1,105.87 41.77
		2,048.26
		35,330.79 6,418.70
		28,912.09
		79.82 16.86
		96.68
		6.10 803.07
		809.17

Margin Money Deposits given as security for Guarantees / Letters of Credit given by the Banks.

Unsecured, Considered Good Note 8 - Other Current Assets Advances for Supplies and Expenses Tender Deposits/ Security Deposits Advances recoverable in Cash or kind Pre-paid Expenses Interest accrued on Fixed Deposits Dividend receivable on Investment	461.91 154.33 79.09 158.03 32.56 192.09 1,078.01	612.26 178.88 72.02 163.60 33.01 176.58
		1,236.35

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Notes to the Financial Statements

Notes to the Financial Statements	Notes to the Financial Statements	Notes to the Financial Statements
			As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 9 - Equity Share Capital a) The Company has only one class of shares referred to as equity shares having a par value of 10/- 2,50,00,000 (31 March,2019: 2,50,00,000 ) 2,500.00 `<br>Authorised<br>2,500.00<br>st<br>Equity Shares of<br>10 each<br>2,500.00<br>2,30,92,628(31<br>March,2019: 1,71,28,992)<br>1,712.90<br>` 2,500.00 Issued, Subscribed and Paid Up 2,309.26 st Equity Shares of 10 each fully paid `<br>NIL (31<br>March, 2019: 59,63,636)<br>596.36<br>st<br>-<br>Equity Shares of<br>10 each fully paid, issued during the period<br>2,309.26<br>Reconciliation of the number of shares outstanding and amount at the beginning and at the end<br>` 2,309.26 b) of the reporting period : Particulars As at 31-03-2019 No. lakhs As at 31-03-2020 No. lakhs `<br>Equity Shares of<br>10<br>` At the beginning of the period 17,128,992 1,712.90 2,30,92,628 2,309.26 - Issued during the period - 59,63,636 596.36 2,30,92,628 2,309.26 Outstanding at the end of the period 2,30,92,628 2,309.26				2,500.00
				2,500.00
				1,712.90 596.36
				2,309.26
	Particulars	As at 31-03-2019 As at 31-03-2020

		No. lakhs No. lakhs `
	Equity Shares of 10 ` At the beginning of the period Issued during the period	17,128,992 1,712.90 2,30,92,628 2,309.26 - - 59,63,636 596.36
	Outstanding at the end of the period	2,30,92,628 2,309.26 2,30,92,628 2,309.26

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 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.

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

Name of Shareholder	As at 31-03-2019 As at 31-03-2020
	No. of % of No. of % of Shares Holding held Shares Holding held
1. Rare Asset Reconstruction Ltd. 2. Insutech Industries Ltd. 3. Finquest Financial Solutions Pvt Ltd. 4. Anjani Residency Pvt. Ltd. 5. Filmquest Entertainment Pvt. Ltd. 6. Naysaa Securities Limited 7. Vikram Jayantilal Lodha	59,63,636 25.82 59,63,636 25.82 23,37,654 10.12 23,37,654 10.12 21,77,700 9.43 21,77,700 9.43 20,04,896 8.68 20,04,896 8.68 14,93,000 6.47 14,93,000 6.47 12,50,000 5.41 - - - - 12,50,000 5.41

76th Annual Report

Notes to the Financial Statements

Notes to the Financial Statements
	As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 10 - Non-Current Liabilities Borrowings Term Loans (Secured): 2,000.16 From Banks 9,027.28 From Asset Reconstruction Company 7,112.80 16,140.08 15,815.35 17,815.51 Notes :- 1) a) The term loans, cash credit facilities and others carry interest @ 11.75% to 12.25% 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 favour of consortium members 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.		9,027.28 7,112.80
		16,140.08

c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares.
2) The term loans 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.

2)	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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 No.25(21) for repayment schedule.
Note 11 - Provisions
	Employee Benefits			643.52	569.36
				643.52	569.36
Note 12 - Other Non-Current Liabilities
	Advances from Customers			1,972.44	1,775.18
				1,972.44	1,775.18
Note 13 - Current Liabilities
Borrowings
	Loans payable on demand (Secured) :
	From Banks			5,706.97	12,734.55
	(Including Due but not paid	`\|2,454.63\|\|L (P/Y\|\|\|\|`	2,616.48L))
	Term Loans (Secured):
	From Banks			5,325.55	14,613.96
	(Including Due but not paid	`\|4,398.92\|\|L (P/Y\|\|\|\|`	11,197.74L))
	From Technology Development Board			97.22	147.22
	(Including Due but not paid	`\|97.22\|L (P/Y\|\|\|`	147.22L))
	From Asset Reconstruction	Company		22,943.31	8,830.22
	(Including Due but not paid	`\|18,889.21\|\|\|L (P/Y\|\|\|\|`	4,181.72L))
	Term Loans (Unsecured):
	From Others - ICD (Unsecured)			225.00	-
				34,298.05	36,325.95

Refer Note No.10 for securities and interest rates.

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Notes to the Financial Statements

Notes to the Financial Statements
	As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 14 - Trade Payable Micro and Small Enterprises Others Interest accrued and due to Consortium Members Employee Benefits Advance from Customers Note 15 - Other Financial Liabilities - Secured Note 16 - Provisions Note 17 - Other Current Liabilities Unclaimed Dividend Others	620.73 7,958.51 8,579.24 73.70 73.70 723.47 7,878.50 7,878.50 8.67 163.39 895.53	1,145.17 10,016.05
		11,161.22
		7,878.50
		7,878.50
		97.94
		97.94
		644.36 12.71 525.57
		1,182.64

76th Annual Report

Notes to the Financial Statements

Notes to the Financial Statements
	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
Note 18 - Revenue from Operations Sale of Products Sale of Services Net Sales Claims and Others Other Operating Revenues Revenue from Operations (Net) Details of Products Sold Pumps and Pumpsets Rotating Electric Machines Generating Sets Switchboards H.T. Circuit Breakers Relays Components, Spares and Others Miscellaneous Sevices Interest on Fixed Deposits and Others Details of Services Rendered Note 19 - Other Income Income from Investments (Gross) - Dividend Profit/(Loss) on Sale of Fixed Assets (Net) Other Non-Operating Income Inventory at the beginning of the year Note 20 - Cost of Material and Components Consumed Add : Purchases / Works Contract Service Expenses Less : Inventory at the end of the year	9,394.50 229.13 9,623.63 1,122.92 1,122.92 10,746.55 3,776.14 855.03 93.19 2,135.72 191.51 306.61 2,036.30 9,394.50 229.13 9,623.63 111.42 192.15 2.19 49.57 355.33 900.62 7,357.49 8,258.11 750.91 7,507.20	13,933.55 2,802.81
		16,736.36
		243.47
		243.47
		16,979.83
		3,486.43 654.63 162.41 3,045.44 294.66 254.43 6,035.55
		13,933.55 2,802.81
		16,736.36
		118.53 176.65 2.35 14.52
		312.05
		916.68 11,669.56
		12,586.24 900.62
		11,685.62

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Notes to the Financial Statements

Notes to the Financial Statements
	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
Note 21 - Change in Inventories of Finished Goods and Work-in-Progress Inventory at the beginning of the year Work-in-Progress Finished Goods Inventory at the end of the year Work-in-Progress Finished Goods Salaries and Wages Note 22 - Employee Benefits Expense Contribution to Provident and Other Funds Staff Welfare Expense Interest Note 23 - Finance Costs Please refer Note No.25(19).	1,105.87 41.77 1,147.64 1,134.95 92.38 1,227.33 (79.69) 2,075.35 167.86 93.91 2,337.12 76.01 76.01	1,676.39 30.69
		1,707.08 1,105.87 41.77
		1,147.64
		559.44
		2,656.63 203.20 118.39
		2,978.22
		82.05
		82.05

76th Annual Report

Notes to the Financial Statements

Notes to the Financial Statements
	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
Note 24 - Other Expenses Consumption of Stores and Spares Power and Fuel Rent Repairs and Maintenance to : Building : Machinery : Others Insurance Rates and Taxes Publicity Commission Freight and Forwarding Charges Stationery, Postage, Telephones and Telex Bank Charges Audit Fees and Expenses Legal & Professional Fees Travelling Directors’ Fees Membership Fees and Subscriptions Bad Debts/Advances written off Miscellaneous Expenses Provision for diminution in value of Investment Payment to Auditors 1) As Auditor : Audit Fees Tax Audit Fees Limited Review & Other Services Reimbursement of Expenses 2) Cost Audit Fees	27.66 80.40 18.75 51.12 66.12 71.16 36.77 50.96 19.37 14.83 56.31 31.02 147.33 8.57 717.16 115.56 1.20 3.99 93.06 90.17 0.02 1,701.53 5.20 1.20 1.22 0.20 0.75 8.57	46.52 80.59 23.04 88.09 71.44 78.75 57.12 58.96 7.50 23.68 69.62 42.97 91.61 7.56 381.15 172.12 1.71 6.58 85.11 139.52 -
		1,533.64
		5.20 1.20 0.20 0.20 0.76
		7.56

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 31st March, 2020.

Note 25:- Significant Accounting Policies and Other explanatory notes and information

1. Company Overview and Significant Accounting Policies

1.1. Description of Business

Jyoti Ltd., a leading Engineering Company, serving the Core Sectors of Power and Water. It offers reliable quality hydraulic and electrical products and services. It is principally engaged in designing and manufacturing wide range of Pumps and EPC Pumping Systems from concept to commissioning. The Company is a Public Limited Company domiciled in India and is incorporated under the provision of the Companies Act applicable in India. Its shares are listed on the Bombay Stock Exchange in India. The registered office of the Company is located at Nanubhai Amin Marg, Vadodara – 390 003, India.

The Financial Statements are approved by the Company’s Board of Directors on 29th June, 2020.

1.2. Basis of Preparation of Financial Statements

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act to be read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company’s Financial Statements for the year ended 31st March, 2020 comprises of the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of Changes in Equity and the Notes to Financial Statements.

The Financial Statements have been prepared on a historical cost convention on the accrual basis, except for Derivative Financial Instruments which have been measured at fair value.

1.3. Significant Accounting Judgments, Estimates and Assumptions

In preparing these Financial Statements, the Management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expense. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any change in these estimates and assumptions will generally be reflected in the Financial Statements in current period or prospectively, unless they are required to be treated retrospectively under relevant accounting standards.

1.4. Sales and Income from Operation

Sales of goods :

(i) Sales are accounted on dispatch of goods. Net Sales exclude amount recovered towards Freight, Goods & Service Tax and is net of discounts. Erection and Commissioning Income is recognised as revenue, generally, to the extent of completion of erection work as assessed or as and when it becomes due as per terms of contracts.
(ii) Export Sales are recognized on the date of bill of lading / airway bill.

Income from Services : Repairs and Service Income is recognised as revenue after the service is rendered.

Other Operating Income :

Income from royalty and others is recognized on an accrual basis in accordance with the terms of the relevant agreement.

76th Annual Report

Claims receivable are accounted at the time of lodgment, depending on the certainty of receipt.
Duty Drawback refund claims are accounted as and when accrued.

Interest & Dividend :

Interest : Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “Other Income” in the Statement of Profit and Loss.

Dividend : Dividend income is recognized when the Company’s right to receive dividend is established.

1.5. Exceptional Items

An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and the same is disclosed in the notes to accounts.

1.6. Property, Plant and Equipment

Property, Plant and Equipment were carried on historical cost / value transferred as per the scheme of arrangement in the Balance Sheet as on 31 st March, 2016, prepared in accordance with Indian GAAP. The Company has elected to regard those values as deemed cost at the date of the transition i.e. 1st April, 2016, as permitted under Ind AS 101.

(i) Fixed Assets are stated at cost of acquisition / construction (net of GST wherever applicable and expenditure incurred including interest on borrowing and financial cost) except certain land and building which were revalued at market value and are stated at revalued Cost.
(ii) Depreciation is provided on Straight-line Method on all assets at the rates and in the manner specified as per the useful life prescribed in Schedule II to the Companies Act, 2013.
(iii) Intangible Fixed Assets: Depreciation is provided over their estimated economic life, in accordance with Ind AS.
(iv) Leasehold Land is amortized over the period of lease.
(v) In case the recoverable amount of the fixed assets is lower than its carrying amount, a provision is made for the impairment loss.

1.7. Investments

Long Term Investments are stated at cost with an appropriate provision for permanent diminution in value, if any.

1.8. Inventories

All Inventories are valued at lower of cost or net realisable value.
Raw Materials, Stores and Spares & Packing Materials are valued at lower of cost determined on weighted average basis or net realisable value.
Work in Process is valued at lower of cost or net realisable value.
Finished Goods are valued at lower of cost or net realisable value.

1.9. Debenture / Share Issue Expenses

Debenture issue expenses and Share issue expenses are charged out in the year in which they are incurred.

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1.10.Employee Benefits

Employee benefits are provided as follows:

(i) Gratuity : The gratuity liability is funded through the scheme administered by the ICICI Prudential Life Insurance Co. Ltd., and the amount paid/provided under the scheme are charged to Statement of Profit and Loss on the basis of actuarial valuations.
: The service cost and the net interest cost would be charged to the Statement of Profit and Loss. Actuarial gains and losses arise due to difference in the actual experience and the assumed parameters and also due to changes in the assumptions used for valuation. The Company recognizes these re-measurements in the Other Comprehensive Income (OCI).
(ii) Superannuation : Superannuation as per Superannuation Scheme is provided for / paid to employees.
(iii) Company’s contributions payable to Provident Fund and Family Pension Fund are charged to Statement of Profit and Loss.
(iv) The Company extends the benefit of encashment of leave to its employees while in service as well as on retirement. Though encashment is at the discretion of the Management for the leave accumulated while in service as well as on retirement, it is provided for during the year on the basis of actuarial valuations.

1.11. R & D Expenses

All revenue expenses related to R & D including expenses in relation to development of product / processes are charged to the Statement of Profit & Loss in the year in which it is incurred.

1.12.Foreign Currency Transactions

Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year end exchange rates.

1.13.Income Tax

Income Tax expense comprises Regular Tax or Minimum Alternate Tax and is provided for as required by Income Tax Law and Rules & Regulations framed there under.

Deferred Income Tax Assets and Liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred Tax Assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

1.14.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.

76th Annual Report

									(	lakhs) `
							2019-2020	2018-2019
2.	Estimated value of Capital contracts yet	to	be				16.62			123.65
	executed and not provided
3.	Contingent Liability to the extent not	provided for			:
	(a) Bills/Cheques discounted with	scheduled banks					750.69			538.69
	(b) Income Tax						336.44	3,480.58
	(c) Service Tax / Excise Duty						303.50			315.35
	(d) Interest not provided on bank borrowings (**)						5,718.62	6,395.03
	(e) Claims against the Company/disputed liabilities					not	198.99			613.76
	acknowledged as debts
	(**) Refer Note No.19
4.	Earning Per Share						2019-2020	2018-2019
	Profit/(Loss) after Tax available for					(A)	(1,211.81)	(558.37)
	equity shareholders ( lakhs) `
	No. of Equtiy Shares / Weighted Average					(B)	230,92,628	230,92,628
	No. of Equity Shares
	Earning Per Share (Basic and Diluted) (in	`	)			(A/B)	(5.25)			(2.42)
	Face value of 10 per share `
5.	Research and Development Expenditure
	Particulars							(	lakhs) `
	Material Consumption									9.74
	Salaries, Wages, Bonus, Gratuity and Other Benefits									89.41
	Contribution to Provident and Other Funds									9.45
	Power and Fuel									1.35
	Other									56.19
	Total									166.14
6.	Net Profit on account of foreign exchange		fluctuation	`	0.97 lakhs		(Previous Year	Net		Loss of
	1.37 lakhs) has been accounted for in the Statement `				of	Profit and Loss.

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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.

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(` lakhs)
As at 31st March, 31st March,
2020 2019
(a) The Principal amount and the interest due thereon 620.73 1,145.17
remaining unpaid to any supplier as at the end of
each accounting year
(b) The amount of interest paid by the buyer in terms of --- ---
Section 16 of the Act, along with the amount of the
payment made to the supplier beyond the appointed
day during each accounting year
(c) The amount of interest due and payable for the period --- ---
of delay in making payment
(d) The amount of interest accrued and remaining unpaid --- ---
at the end of each accounting year
(e) The amount of further interest remaining due and --- ---
payable even in the succeeding years, until such date
when the interest dues as above are actually paid to the
small enterprise, for the purpose of disallowance as a
deductible expenditure under Section 23 of the Act.
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8. Defined Benefit Plans – As per Actuarial valuation

(` lakhs)

				( lakhs) `
Particulars			Gratuity	Funded As at
			31-03-2020	31-03-2019
Expenses recognized in the	Statement of Profit
& Loss for the year ended 31	st	March, 2020
Current Service Cost			30.79	34.57
Interest Cost			40.43	41.26
Employer Contributions			---	---
Expected return on plan assets			(2.64)	(2.47)
Net Acturial (Gains) / Losses			---	---
Past Service Cost			---	---
Settlement Cost			---	---
Total Expenses			68.58	73.36
Expense recognized in the Statement of
Other Comprehensive Income
Components of Actuarial Gain/Losses on obligations			15.52	(4.60)
Returned on plan assets excluding amounts included
in Interest Income			2.21	0.36
Total Other Comprehensive Income			17.73	(4.24)

76th Annual Report

Particulars					Gratuity	Funded As at
					31-03-2020	31-03-2019
Net Asset / (Liability) recognised				in the
Financial Statement as at 31 st		March, 2020
Present value of Defined Benefit		Obligation
as at 31 March, 2020 st					575.47	519.05
Fair Value of plan assets as at 31			st	March, 2020	27.53	33.88
Funded status [ Surplus / (Deficit) ]					(547.94)	(485.17)
Net Asset / (Liability) as at 31	st	March, 2020			(547.94)	(485.17)
Change in Obligation during	the
Year ended 31 March, 2020 st
Present value of Defined Benefit				Obligation
at beginning of the year					485.17	498.56
Current Service Cost					30.79	34.57
Interest Cost					37.79	38.79
Settlement Cost					---	---
Past Service Cost					---	---
Employer Contributions					---	---
Acturial (Gains) / Losses					17.73	(4.24)
Benefits Payments					(23.54)	(82.51)
Present value of Defined Benefit				Obligation
at the end of the year					547.94	485.17
Actuarial Assumptions
Discount Rate					6.89%	7.79%
Expected rate of return on plan	assets				6.89%	7.79%
Rate of escalation in salary (p.a.)					6.00%	6.00%

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.

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10. The disclosures in respect of Related Parties as required under Ind AS 24 ‘Related Party Disclosures’ is stated herein below :

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

(a) Controlling Companies : There is no controlling company. (b) Subsidiary Companies : — (c) Associate Companies : — (d) Joint Venture : Jyoti Sohar Switchgear L.L.C., Oman. (e) Other Related Parties : JSL Industries Ltd. Insutech Industries Ltd.
(f) Key Managerial Personnel : Chairman & Managing Director - Mr. Rahul Nanubhai Amin Chief Financial Officer - Mr. Ronak Shah Vice President (Legal) & - Mr. Suresh Singhal Company Secretary
(g) Relative of Key Managerial Personnel : Non-Executive Director - Mrs. Tejal Rahul Amin
(h) Transactions with Related Parties during the year 2019-2020

(` lakhs)

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Nature of Transactions Other Related Joint Venture Key Managerial
Parties Personnel
Purchases 416.31 — —
(465.73 ) (—) (—)
Sales / Others 25.53 125.95 —
(30.48 ) (204.91) (—)
Managerial Remuneration — — 19.56
/ Sitting fees/ Others (— ) (—) (83.51)
Salary & Perquisites — — 58.29
(— ) (—) (60.63)
Outstandings
- Payables 23.07 — —
(0.39) (—) (—)
- Receivables 3.22 2.58 —
(9.69) (41.22) (—)
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This includes MD Remuneration for the period from 01.04.2019 to 24.06.2019 only.

11. Net Deferred Tax Asset / Liability of ` (115.01) lakhs has been recognized for the year to the Statement of Profit and Loss on account of employees benefits and depreciation.

(a) The Deferred Tax Assets and Liabilities for the year comprise of the following:

		As at		As at
	31-03-2020		31-03-2019
	(	lakhs) `\|(\|lakhs)<br>`
Deferred Tax Liability		(102.25)		(118.60)
Less : Deferred Tax Assets		(12.76)		10.20
Deferred Tax Expense for the year		(115.01)	(108.40)

76th Annual Report

(b) The Break up of Cumulative Net Deferred Tax Liability/(Asset) : Deferred Tax Liability :

Deferred Tax Liability :
- Fixed Assets - Others Deferred Tax Assets : - Provisions (Net of Payment) & Others Net Deffered Tax Liability/(Assets)	61.97 512.37 574.34 303.62 270.72	176.98 512.37
		689.35 303.62
		385.73

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 23.38

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 31st March, 2020, except dividend amounting to ` 6.67 lakhs, which is subjudice.

15. In Compliance with terms and conditions of letter of approval dated 28th September, 2013, received from CDR Cell, Promoters have brought necessary contribution amounting to 1,980 lakhs by way of Share Application Money. As there was no possibility of converting Share Application Money into equity shares, the Board of Directors in its Meeting held on 14th March, 2018, decided to refund the Share Application Money to the Promoter Group Entities. The Company is yet to refund balance amount of 1,405 lakhs to the Promoter Group Entities.

16. RareAsset Reconstruction Ltd. (Rare ARC) vide its letter dated 19th December, 2019, communicated to the Company that it has acquired the Financial Assets of Jyoti Ltd., together with all security interest including all its rights, title, interest and benefits of Central Bank of India pursuant to the Assignment Agreement dated 16th December, 2019, executed between Central Bank of India and Rare Asset Reconstruction Ltd. (Rare ARC). In turn, dues with Central Bank of India has squared off and assigned to Rare Asset Reconstruction Ltd. (Rare ARC).

17. Lenders have under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”), given notices to the Company in the year 2016. Central Bank of India and State Bank of India, have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under Section 7 of the Insolvency and Bankruptcy Code, 2016. The application is still pending for hearing in NCLT.

However, considering ongoing operations with improved business prospects, continues to execute orders in hand, increasing & giving additional focus on turnover of spares, retrofit & service orders which contribute good margin & obtain new orders despite adversities from private as well as public sector, robust cost controls and acquisition of total debt of the Company due with Dena Bank and Central Bank of India by Rare Asset Reconstruction Ltd., the Management is very positive about the Company’s viability and optimistic about its future.

In view thereof, the Financial Statements have been prepared by the Management on a ‘Going Concern’ basis and no adjustment is considered necessary, except for the provisions made in the books of account, to the recorded assets, recorded liabilities, contingent liabilities and other commitments.

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18. COVID-19 pandemic has been rapidly spreading throughout the world, including India. The Government in India has taken significant measures to curb the spread of the virus including imposing mandatory lockdowns and restrictions in activities. Consequently, the Company’s manufacturing plants and offices had to be closed down for a considerable period of time, including after the year end. As a result of the lockdown, the likely revenue from the month of March, 2020, has been impacted. Continued lockdowns are likely to impact the Company operationally including on supply chain matters. The Company is monitoring the situation closely taking into account directives from the Government. The Management has taken into account possible impact of known events arising from COVID-19 pandemic and the resultant lockdowns in the preparation of the Financial Statements including but not limited to its assessment of Company’s liquidity and going concern. The Company will continue to monitor any material changes in future economic conditions and consequential impact on its financial results.

19. The lenders of the Company have not charged interest on outstanding bank facilities, since the dues from the Company were categorized as a Non-PerformingAsset with all Banks from December, 2015 and onwards. The Company, therefore, had represented to its lenders to restructure its debts to a sustainable level including seeking waiver of full unpaid interest. In view of this, the Company has not provided interest amounting to ` 5,718.62 lakhs for the year ended 31st March, 2020. Accordingly, the same have not been considered for the year ended 31st March, 2020. However, interest for the year ended 31st March, 2020 has been recognized as “contingent liability” in the Financial Statements.

20. Other Operating Revenues shown in Note No.18 of the Statement of Profit and Loss includes amount of ` 1,098.27 lakhs on account of sundry creditors written back.

21. Repayment Schedule of Bank Loans and Others

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Details of Loans INSTALLMENT
(Original Sanctioned Amount) Period No Starting
A :- From Bank
Existing Term Loan – I (328 lakhs) Quartely 24 June - 2015
Existing Term Loan – II (8,795 lakhs) Quartely 32 June - 2015
Existing Term Loan – III (956 lakhs) Quartely 20 June - 2015
Existing Term Loan – IV (4,000 lakhs) Quartely 20 June - 2015
FITL (3,696 lakhs) Quartely 14 December - 2014
WCTL – I (3,191 lakhs) Quartely 20 June - 2015
WCTL – II (2,672 lakhs) Quartely 20 June - 2015
Retention Money Term Loan (1,544 lakhs) Quartely 32 June - 2015
Capex Term Loan (741 lakhs) Quartely 32 June - 2015
B :- From TDB (950 lakhs) Half Yearly 09 January - 2015
C :- From ARC (14,720 lakhs) Quartely 20 June - 2018
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As on 31st March, 2020, the overdue amount on account of interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Installment of Term Loan was ` 33,718.48 lakhs.

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

76th Annual Report

23. Additional information required under Revised/Modified Schedule III to the Companies Act, 2013 (As certified by the Management) i) Imports calculated on C.I.F. basis (` lakhs) Raw Materials 28.65 (72.46)

|ii)
Expenditure in Foreign Currencies
Travelling Expenses
Others
iii)
Raw Materials Consumed
a)
Imported
b)
Indigenous
iv)
Earnings in Foreign Exchange
a) F.O.B Value of Exports
b) Dividend
v)
Stores Consumed
a)
Imported
b)
Indigenous|(
lakhs)
 **50.91** (97.26) **7,456.29** (11,588.36) **7,507.20** (11,685.62)|( lakhs)
(8.58)
5.36
(2.99)
3.48
% to Total
Consumption|(lakhs)| |---|---|---|---| ||||**0.68** (0.83) **99.32** (99.17)| ||||**100.00** (100.00) ( lakhs) |
||||(214.63)
160.30
(176.58)
192.09
(
lakhs)
`|
||||( - )
-
(46.52)
27.66|

(Previous Year’s figures are shown in brackets)

Rahul N. Amin

Chairman & Managing Director Vadodara

As per our Report attached of even date For Amin Parikh & Co.

Chartered Accountants F.R.N. 100332W CA. Samir R. Parikh

Suresh Singhal

Vice President (Legal) &

Company Secretary Vadodara

Partner

M. No. 41506

Ronak Shah

Chief Financial Officer Vadodara

Vadodara

29th June, 2020

Directors Mrs. T. R. Amin Vadodara Mr. T. C. Dayal Mr. V. K. Gulati Vadodara Delhi Mr. S. S. Bhattbhatt Vadodara 29th June, 2020

==> picture [151 x 35] intentionally omitted <==

Standalone Cash Flow Statement for the year ended 31st March, 2020.

Particulars	For the Year Ended 31 March,2020 (Audited) lakhs st	For the Year Ended 31 March,2019 (Audited) lakhs st `
A. CASH FLOW FROM OPERATING ACTIVITIES Adjustments for Net Profit/(Loss) before tax and non-recurring items : 1. Depreciation 2. Finance Cost Charged 3. Interest Received 4. Dividend Received 5. (Profit)/Loss on Sale of Fixed Assets (Net) 6. Bad Debts written off 7. Provision for Doubtful Debts / Advances and Impairment of Capital WIP 8. Provision for diminution in value of Investments Operating Profit / (Loss) before Working Capital changes 1. Movement in Working Capital Trade and Other Receivables 2. Inventories 3. Trade and Other Payables Net change in Working Capital Cash (used in ) / Generated from Operations Income Tax Paid (Net of Refunds) NET CASH INFLOW FROM OPERATING ACTIVITIES (A)*	(1,326.82) 886.54 76.01 (111.42) (192.15) (2.19) 93.06 - - 749.85 (576.97) 3,562.98 70.02 (2,639.64) 993.36 416.39 (152.60) 263.79	(666.77) 951.09 82.05 (118.53) (176.65) (2.35) 85.11 168.59 -
		989.31 322.54 4,320.51 575.50 (68.35)
		4,827.66 5,150.20 (109.95)
		5,040.25

76th Annual Report

Particulars	For the Year Ended 31 March,2020 (Audited) st	For the Year Ended 31 March,2019 (Audited) st
	lakhs	lakhs `
B. CASH FLOW FROM INVESTING ACTIVITIES 1. Purchase of Fixed Assets (58.67) 2. Proceeds from Sale of Fixed Assets 4.70 3. Investments 30.07 4. Interest Received 111.42 5. Dividend Received 192.15 NET CASH UTILISED IN INVESTING ACTIVITIES (B) 279.67 C. CASH FLOW FROM FINANCIAL ACTIVITIES 1. Proceeds from Equity Share Capital & Other Equity (a) Equity Share Capital - (b) Securities Premium Reserve - (c) Capital Reserve - (d) Refund of Share Application Money - 2 Proceeds from Borrowings (Net) (352.48) 3 Interest (Net) (76.01) NET CASH GENERATED IN FINANCIAL ACTIVITIES (C) (428.49) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A + B + C) 114.97 Cash and Cash Equivalents as at 01/04/2019 96.68 Cash and Cash Equivalents as at 31/03/2020 211.65 Notes : i) Previous Year figures are regrouped wherever necessary. ii) Figures in brackets indicate negative figures. * Nominal Value		(95.58) 6.66 0.01 118.53 176.65
		206.27
		596.36 2,683.64 1,420.54 (575.00) (5,853.61) (3,805.62)
		(5,533.69)
		(287.17) 383.85 96.68

As per our Report attached of even date For Amin Parikh & Co.

Chartered Accountants Suresh Singhal F.R.N. 100332W Vice President (Legal) & CA. Samir R. Parikh Company Secretary Partner Vadodara

CA. Samir R. Parikh Partner M. No. 41506

Ronak Shah

Vadodara 29th June, 2020

Chief Financial Officer Vadodara

Rahul N. Amin Chairman & Managing Director Vadodara

Directors Mrs. T. R. Amin Vadodara Mr. T. C. Dayal Mr. V. K. Gulati Vadodara Delhi Mr. S. S. Bhattbhatt Vadodara 29th June, 2020

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CONSOLIDATED INDEPENDENT AUDITOR’S REPORT

To the Members of Jyoti Limited

Report on the Audit of the Consolidated Financial Statements Opinion

We have audited the accompanying Consolidated Financial Statements of Jyoti Limited (hereinafter referred to as “the Company”), where in the Company’s investment in its Joint Venture namely Jyoti Sohar Switchgear L.L.C. (Sultanate of Oman) together referred to as “the Group”, comprising the Consolidated Balance Sheet as at 31st March, 2020, available Financial Statements of Joint venture up to 31st December, 2019, prepared as per International Financial Reporting Standard, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements, give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the Consolidated state of affairs of the Company as at 31st March, 2020, and Consolidated Loss and Other Comprehensive Income, Consolidated Changes in Equity and its Consolidated Cash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company, its Jointly Controlled Entity in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

a) As per the Consolidated Financial Statements which indicates that there is continued losses, total erosion of the Net Worth, Current Liabilities exceeds Current Assets, Liquidity constraint, Inability to comply with the terms of loan agreements and as per Note No.25(17), Lenders have under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”), given notices to the Company in the year 2016. Central Bank of India and State Bank of India have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under Section 7 of the Insolvency and Bankruptcy Code, 2016. The application is still pending for hearing in NCLT. There is an uncertainty about the Company’s ability to continue as a going concern.

In view thereof, the Consolidated Financial Statements have been prepared by the Management on a ‘Going Concern’ basis and no adjustment is considered necessary, except for the provisions made in the books of account, to the recorded assets, recorded liabilities, contingent liabilities and other commitments.

76th Annual Report

b) Note No.25(13)(a)&(b) of the Standalone Ind AS Financial Statements regarding recoverability of Trade Receivables, Advances and Impairment of Assets other than those provided for during the year, which has been considered good by the Management.
c) Note No.25(19) in the Standalone Ind AS Financial Statements which indicates that, the Company has not provided interest on outstanding bank facilities amounting to ` 5,718.62 lakhs for the year ended on 31 st March, 2020, since the dues of the Company were categorized as Non Performing Assets by all the Banks from December, 2015 and onwards.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key Audit Matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the following matter as Key Audit Matters for the year.

Description of Key Audit Matters

The Key Audit Matters How our audit addressed the Key Audit Matter Going Concern Assumptions, Financing and Covenants The availability of sufficient funding and the Considering ongoing operations with improved testing of whether the Company will be able to business prospects, continue to execute continue meeting its obligations under the orders in hand, increasing & giving additional financing covenants are important for the going focus on turnover of spares, retrofit & service concern assumptions and as such, are orders which contribute good margin & obtain significant aspects of our audit. This test or new orders despite adversities from private as assessment is largely based on the well as PSU, robust cost controls and expectations of and the estimates made by the acquisition of total debt of the Company due Management. The expectations and estimates with Dena Bank and Central Bank of India by can be influenced by subjective elements such Rare Asset Reconstruction Ltd., the as estimated future cash flows, forecasted Management is very positive about the results and margins from operations. Estimates Company’s viability and optimistic about its are based on assumptions, including future. expectations regarding future developments in In view thereof, the Consolidated Financial the economy and the market. Statements have been prepared by the In view of below, Management on a ‘Going Concern’ basis and no adjustment is considered necessary, except (i) Continued losses, total erosion of the Net for the provisions made in the books of account, Worth, Current Liabilities Exceeds Current to the recorded assets, recorded liabilities, Assets, Liquidity constraint; contingent liabilities and other commitments.

(ii) Inability to comply with the terms of loan agreements and that Lenders have under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”), given notices to the Company in the year 2016;

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(iii) Central Bank of India and State Bank of India have filed an application to National Company Law Tribunal (NCLT), Ahmedabad, under Section 7 of the Insolvency and Bankruptcy Code, 2016, the application is still pending for hearing in NCLT;
There is an uncertainty about the Company’s ability to continue as a going concern.

Evaluation of uncertain Direct and Indirect Tax positions

The Company has material uncertain tax Direct Tax & Indirect Tax positions including matters in dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Note No.25(1) to the Consolidated Financial Statements.	Our audit procedures include the following substantive procedures: • Obtained understanding of key uncertain tax positions; and • We along with our internal tax experts- - Read and analyzed select key correspondences, external legal opinions / consultations by the Management for key uncertain tax positions; - Discussed with appropriate senior Management and evaluated Management’s underlying key assumptions in estimating the tax provisions; and - Assessed Management’s estimate of the possible outcome of the disputed cases.

Other Information

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the Consolidated Financial Statements and our Auditors’ Report thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of the Management and Those Charged with Governance for the Consolidated Financial Statements

The Company’s Management and Board of Directors are responsible for the preparation of these Consolidated Financial Statements in terms of the requirements of the act that give a true and fair view of the state of affairs, consolidated loss (including Other Comprehensive Income), Changes in

76th Annual Report

Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Board of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Company, as aforesaid.

In preparing the Consolidated Financial Statements, the Management and Board of Directors are responsible for assessing the Company, ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management or Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s, financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.
d) Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparation of the Consolidated Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors’ Report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors’ Report.

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However, future events or conditions may cause the company to cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the Key Audit Matters. We describe these matters in our Auditors’ Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The Financial Statements up to 31st December, 2019 of Joint Venture Company which have been consolidated have been audited by other auditor as per International Financial Reporting Standard, whose report has been furnished to us by the Management and our opinion and report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the amounts and disclosures included in respect of this Joint Venture Company, is based solely on the reports of the other auditors.

As informed by the Management, there are no material transactions during the remaining period i.e. 1st January, 2020 to 31st March, 2020 of Joint Venture on the Consolidated Financial Statements as at 31st March, 2020.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

Report on other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit, we report to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial Statements.

76th Annual Report

d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) The matters described in sub-paragraph (a), (b), & (c) under the Emphasis of Matters paragraph above, in our opinion, may have an effect on the functioning of the Company;
f) On the basis of the written representations received from the Directors of the Company and its subsidiaries which are incorporated in India, as on 31st March, 2020 and taken on record by the Board of Directors of respective companies, none of the Directors of the Group Companies incorporated in India is disqualified as on 31st March, 2020 from being appointed as a Director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and its Group Companies incorporated in outside India and the operating effectiveness of such controls, refer to our separate report in Annexure A.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with the provisions of Section 197 of the Act and is not in excess of the limit laid down under this section. In case of a Jointly Controlled Entity incorporated outside India, the Managerial Remuneration has not been paid or provided and according, the requisite approvals mandate by the provisions of Section 197 read with Schedule V of the Act are not required.
i) With respect to the other matters included in the Auditor’s Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :
(i) The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements as referred to Note No.25(1).
(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except dividend under dispute amounting to ` 6.67 lakhs, which is subjudice.
(iv) Share Application Money of 1,980 lakhs outstanding since Financial Year 2013-14. We have been given to understand by the Management that as there was no possibility of converting Share Application Money into Equity Shares, the Board of Directors in its meeting held on 14th March, 2018, decided to refund the Share Application Money to Promoter Group Entities. The Company is yet to refund balance amount of 1,405 lakhs to Promoter Group Entities.

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W

Vadodara 29th June, 2020

CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 20041506AAAAAR5794

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Annexure – A to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the Consolidated Financial Statements of the Jyoti Limited as of and for the year ended 31st March, 2020, we have audited the internal financial controls with reference to the financial statement of Jyoti Limited (hereinafter referred to as “the Company”) and in respect of its Joint Venture wherein such audit of the internal financial controls over financial reporting was carried out by other Auditors whose reports have been forwarded to us and have been appropriately dealt with by us in making this report as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Company and its Joint Venture responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

76th Annual Report

dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorisations of the Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Company’s assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls were operating effectively as at 31st March, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Emphasis of Matters

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.
The Company has not provided interest on outstanding bank facilities amounting to ` 5,718.62 lakhs for the year ended on 31st March, 2020, since the dues of the Company were categorized as Non Performing Assets by all the Banks from December, 2015 and onwards.

In our opinion, this may have an effect on the functioning of the Company. However, our opinion is not modified in respect of these matters.

Vadodara 29th June, 2020

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 20041506AAAAAR5794

100

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CONSOLIDATED BALANCE SHEET as at 31 March, 2020 st
Particulars Note No.	As at 31-03-2020	As at 31-03-2019
	lakhs	lakhs `
ASSETS Non-Current Assets (a) Property, Plant and Equipment 1 (b) Capital Work-in-Progress (c) Intangible Property 1 (d) Financial Assets i) Investments 2 (e) Other Non-Current Assets 3 (a) Inventories Current Assets 4 (b) Financial Assets i) Trade Receivables 5 ii) Cash and Cash Equivalents 6 iii) Bank Balances other than (ii) above 7 (c) Other Current Assets 8 Total Assets EQUITY and LIABILITIES Equity (a) Equity Share Capital 9 (b) Other Equity (a) Financial Liabilities Non-Current Liabilities i) Borrowings 10 (b) Provisions 11 (c) Deferred Tax Liabilities (Net) 25 (11b) (d) Other Non-Current Liabilities 12 (a) Financial Liabilities Current Liabilities i) Borrowings 13 ii) Trade Payables 14 iii) Other Financial Liabilities 15 (b) Provisions 16 (c) Other Current Liabilities 17 Total Equity and Liabilities The accompanying notes are an intergral part of 25 the Financial Statements.	6,464.18 2,624.43 5.72 1,407.96 1,418.60 11,920.89 1,978.24 25,329.00 211.65 892.61 1,078.01 29,489.51 41,410.40 2,309.26 (33,326.07) (31,016.81) 17,815.51 643.52 270.72 1,972.44 20,702.19 34,298.05 8,579.24 7,878.50 73.70 895.53 51,725.02 41,410.40	7,291.58 2,624.43 8.70 1,597.17 1,264.05
		12,785.93 2,048.26 28,912.09 96.68 809.17 1,236.35
		33,102.55
		45,888.48
		2,309.26 (31,937.38)
		(29,628.12) 16,140.08 569.36 385.73 1,775.18
		18,870.35 36,325.95 11,161.22 7,878.50 97.94 1,182.64
		56,646.25
		45,888.48

As per our Report attached of even date For Amin Parikh & Co. Vadodara Rahul N. Amin Chairman & Managing Director

Chartered Accountants

Suresh Singhal

F.R.N. 100332W Vice President (Legal) & CA. Samir R. Parikh Company Secretary

CA. Samir R. Parikh

Vadodara

Partner

M. No. 41506

Ronak Shah

Vadodara

Vadodara Chief Financial Officer 29th June, 2020 Vadodara

Directors Mrs. T. R. Amin

Vadodara

Mr. T. C. Dayal Mr. V. K. Gulati Vadodara Delhi Mr. S. S. Bhattbhatt Vadodara

29th June, 2020

101

76th Annual Report

*76th Annual Report*	*76th Annual Report*	*76th Annual Report*
CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the period ended 31 March, 2020 st
Note No.	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
Revenue From Operations 18 Other Income 19 Total Income (I) Expenses Cost of Material and Components Consumed 20 Changes in Inventories of Finished Goods, 21 Work-in-Progress Employee Benefits Expense 22 Finance Costs 23 Depreciation and Amortisation Expense Other Expenses 24 Total Expenses (II) Profit/(Loss) Before Exceptional Items (I)-(II) Exceptional Items Share of Profit/(Loss) of a Joint Venture Profit/(Loss) Before Tax Tax Expense: - Current Tax - Deferred Tax 25 (11a) Profit/ (Loss) for the year Other Comprehensive Income Total Comprehensive Income Actuarial Gain / (Loss) on Employee Benefits Earning per Share (Basic & Diluted) (in ) (Face Value 10/-) `<br>` The accompanying notes are an intergral part of the Financial Statements. 25	10,746.56 355.33 11,101.89 7,507.20 (79.69) 2,337.12 76.01 886.54 1,701.53 12,428.71 (1,326.82) - (157.57) (1,484.39) - (115.01) (1,369.38) (17.73) (1,387.11) (5.93)	16,979.83 312.05
		17,291.88
		11,685.62 559.44 2,978.22 82.05 951.09 1,533.64
		17,790.06
		(498.18) (168.59) (64.77) (731.54) - (108.40)
		(623.14)
		4.24
		(618.90)
		(2.70)
As per our Report attached of even date F.R.N. 100332W M. No. 41506 For Amin Parikh & Co. CA. Samir R. Parikh Chartered Accountants Partner Vadodara 29 June, 2020 Vadodara Vadodara th Rahul N. Amin Mrs. T. R. Amin Mr. T. C. Dayal Chairman & Managing Director Directors Mr. V. K. Gulati Vadodara Delhi Vadodara Mr. S. S. Bhattbhatt 29 June, 2020 th Suresh Singhal Vice President (Legal) & Company Secretary Vadodara Chief Financial Officer Ronak Shah Vadodara

102

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

A. B.	Equity Share Capital	Equity Share Capital	Equity Share Capital

	Particulars No. of Shares			lakhs
	Balance as at 1 April, 2018 st 1,71,28,992 Changes in equity share capital during FY 2018-2019 59,63,636 Balance as at 31 March, 2019 st 2,30,92,628 Balance as at 1 April, 2019 st 2,30,92,628 Changes in equity share capital during FY 2019-2020 - Balance as at 31 March, 2020 st 2,30,92,628 Other Equity			1,712.90 596.36
				2,309.26
				2,309.26 -
				2,309.26
				( lakhs) `
	Particulars Reserves and Surplus Share Capital Capital Securities Revalu- General Foreign Application Reserve Redem- Premium ation Reserve Currency Money ption Reserve Reserve Translation Reserve Reserve	Reserves and Surplus	Items of Total Other Other Retained Compre- Equity Earnings hensive Income
Balance as at 1 April, 2018 st 1,980.00 253.04 25.00 6,684.48 408.46 42.69 (16.74) (44,388.79) 140.75 (34,871.11) Profit for the period - - - - - - - (623.14) - (623.14) Refund during the period (575.00) - - - - - - - - (575.00) Addition during the period - 1,420.54 - 2,683.64 - - - - - 4,104.18 Other Comprehensive Income-Acturial Gains / (Losses) (OCI) - - - - - - - - 4.24 4.24 Foreign Currency - - - - - - 23.45 - - 23.45 Translation Reserve Transferred to General Reserve - - - - (1.50) 1.50 - - - -
Balance as at 31 March, 2019 st 1,405.00 1,673.58 25.00 9,368.12 406.96 44.19 6.71 (45,011.93) 144.99 (31,937.38)
Balance as at 1 April, 2019 st 1,405.00 1,673.58 25.00 9,368.12 406.96 44.19 6.71 (45,011.93) 144.99 (31,937.38) Profit for the period - - - - - - - (1,369.38) - (1,369.38) Refund during the period - - - - - - - - - - Addition during the period - - - - - - - - - - Other Comprehensive Income - Acturial Gains / (Losses) (OCI) - - - - - - - - (17.73) (17.73) Foreign Currency (1.57) (1.57) Translation Reserve Transferred to General Reserve - - - - (1.50) 1.50 - - - -
Balance as at 31 March, 2020 st 1,405.00 1,673.58 25.00 9,368.12 405.46 45.69 5.14 (46,381.32) 127.26 (33,326.07)
As per our Report attached of even date F.R.N. 100332W M. No. 41506 For Amin Parikh & Co. CA. Samir R. Parikh Chartered Accountants Partner Vadodara 29 June, 2020 Vadodara Vadodara th Rahul N. Amin Mrs. T. R. Amin Mr. T. C. Dayal Chairman & Managing Director Directors Mr. V. K. Gulati Vadodara Delhi Vadodara Mr. S. S. Bhattbhatt 29 June, 2020 th Suresh Singhal Vice President (Legal) & Company Secretary Vadodara Chief Financial Officer Ronak Shah Vadodara

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Notes to the Consolidated Financial Statements

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Notes to the Consolidated Financial Statements	Notes to the Consolidated Financial Statements	Notes to the Consolidated Financial Statements
Nos. Face As at As at Value 31-03-2019 31-03-2020
`\|lakhs\|lakhs<br>`
Note 2 - Non-Current Investments(at cost) A Trade Investment Investment in Equity Instruments [1] Quoted : JSL Industries Ltd. 29,255 10 Investment in Joint Venture Company [2] Unquoted : Jyoti Sohar Switchgear L.L.C., Oman @ 490,000 (RO) 1 Add : Share in Profit including transitional provision Add : Exchange rate diff on transition B Others Investment in Equity Instruments [1] Quoted : MPIL Corporation Ltd. 2 10 Mather & Platt Fire Systems Ltd. 9 10 Kirloskar Oil Engines Limited 790 2 Kirloskar Pneumatic Co., Limited 68 10 ABB Power Products and Systems India Ltd. 67 2 S. Kumars Nationwide Ltd. 50 10 Kotia Enterprises 300 10 WPIL Ltd. 50 10 Less:Provision for other than temporary diminution in value S & S Power Switchgear Ltd. [2] Unquoted : 50 10 SLM Maneklal Industries Ltd. 10 100 Advance Bio-Coal (India) Ltd. 500 10 Engineering Raw Materials Consumers’ Corpn. Ltd. 10 1,000 Alternative Energy Industries Ltd. 50 10 Gujarat Small Industries 60 100 Baroda Industrial Development Corporation Ltd. 132 1,000 Gujarat State Financial Corporation 100 10 Co-Operative Bank of Baroda Ltd. 100 25 Uma Co-Operative Bank Ltd. 440 25 C Investments in Government Securities (Unquoted) 6/7 Years National Savings Certificates ( 1,64,360 deposited with Government) `<br>-<br>164,360<br>Sardar Sarovar Narmada Nigam Ltd.<br>-<br>-<br>Total Investments<br>a)<br>Aggregate amount of Quoted Investments<br>(Market value of<br>24.41 lakhs)<br>` (Previous Year 32.76 lakhs) ` b) Aggregate amount of Unquoted Investments Aggregate provision for diminution in value of investments	3.37 1,559.94 (157.57) (1.57) 1,400.80 0.00 0.00 0.01 0.01 0.32 0.00 0.06 0.01 0.41 0.03 0.38 0.07 0.01 0.05 0.10 0.01 0.06 1.32 0.01 0.03 0.11 1.77 1.64 - 1.64 1,407.96 3.75 1,404.21 1,407.96 0.03*	3.37 1,601.26 (64.77) 23.45
		1,559.94 * 0.00 0.00 0.01 0.01 0.32 ** 0.00 0.06 0.01
		0.41 0.02
		0.39 0.07 0.01 0.05 0.10 0.01 0.06 1.32 0.01 0.03 0.11
		1.77 1.64 30.06
		31.70
		1,597.17
		3.76 1,593.41
		1,597.17 0.02

@ Equity investments in this Company carry certain restrictions on transfer of shares that are normally provided for in joint venture agreement.

Nominal value

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 3 - Other Non-Current Assets Unsecured, Considered Good Capital Advances - 0.84 Security Deposits 67.62 67.73 Advance payments and MAT credit of Income Tax 1,196.43 1,350.03 (net of provisions 1,124.33L (Previous Year 1,124.33L)) 1,264.05 (Valued at lower of cost or net realisable value) `<br>` 1,418.60 Note 4 - Inventories (Refer Note No.25(1)(1.8)) Raw Materials and Components 900.62 750.91 Work-in-Progress 1,105.87 1,134.95 Finished Goods 41.77 2,048.26 Unsecured, Considered Good 92.38 1,978.24 Note 5 - Trade Receivables Considered Good 35,330.79 31,747.70 Less: Provision for Doubtful Trade Receivables 6,418.70 28,912.09 Balance in Current Account with Banks 79.82 6,418.70 25,329.00 Note 6 - Cash and Cash Equivalents 199.40 Cash on hand 16.86 96.68 Unclaimed Dividend Accounts 6.10 12.25 211.65 Note 7 - Other Bank Balances 2.06 Margin Money Deposits with Banks 803.07 890.55 (Due within 12 months 625.01L (Previous Year 561.17L)) 809.17 `<br>` 892.61 Margin Money Deposits given as security for Guarantees / Letters of Credit given by the Banks. Unsecured, Considered Good Note 8 - Other Current Assets Advances for Supplies and Expenses 612.26 461.91 Tender Deposits/ Security Deposits 178.88 154.33 Advances Recoverable in Cash or kind 72.02 79.09 Pre-paid Expenses 163.60 158.03 Interest accrued on Fixed Deposits 33.01 32.56 Dividend receivable on Investment 176.58 1,236.35 192.09 1,078.01		- 67.62 1,196.43
		1,264.05
		900.62 1,105.87 41.77
		2,048.26
		35,330.79 6,418.70
		28,912.09
		79.82 16.86
		96.68
		6.10 803.07
		809.17
		1,236.35

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements	Notes to the Consolidated Financial Statements	Notes to the Consolidated Financial Statements
			As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 9 - Equity Share Capital a) The Comanpy has only one class of shares referred to as equity shares having a par value of 10/- 2,50,00,000 (31 March,2019: 2,50,00,000) 2,500.00 `<br>Authorised<br>2,500.00<br>st<br>Equity Shares of<br>10 each<br>2,500.00<br>2,30,92,628 (31<br>March,2019: 1,71,28,992)<br>1,712.90<br>` 2,500.00 Issued, Subscribed and Paid Up 2,309.26 st Equity Shares of 10 each fully paid `<br>NIL (<br>March,2019: 59,63,636)<br>596.36<br>31st<br>-<br>Equity Shares of<br>10 each fully paid, issued during the period<br>2,309.26<br>Reconciliation of the number of shares outstanding and amount at the beginning and at the end<br>` 2,309.26 b) of the reporting period : Particulars As at 31-03-2019 No. lakhs As at 31-03-2020 No. lakhs `<br>Equity Shares of<br>10<br>` At the beginning of the period 17,128,992 1,712.90 2,30,92,628 2,309.26 Issued during the period - - 59,63,636 596.36 2,30,92,628 2,309.26 Outstanding at the end of the period 2,30,92,628 2,309.26				2,500.00
				2,500.00
				1,712.90 596.36
				2,309.26
	Particulars	As at 31-03-2019 As at 31-03-2020
		No. lakhs No. lakhs `
	Equity Shares of 10 ` At the beginning of the period Issued during the period	17,128,992 1,712.90 2,30,92,628 2,309.26 - - 59,63,636 596.36
	Outstanding at the end of the period	2,30,92,628 2,309.26 2,30,92,628 2,309.26

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 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.

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

Name of Shareholder	As at 31-03-2019 As at 31-03-2020
	No. of % of No. of % of Shares held Holding Shares held Holding
1. Rare Asset Reconstruction Ltd. 2. Insutech Industries Ltd. 3. Finquest Financial Solutions Pvt. Ltd. 4. Anjani Residency Pvt. Ltd. 5. Filmquest Entertainment Pvt. Ltd. 6. Naysaa Securities Limited 7. Vikram Jayantilal Lodha	59,63,636 25.82 59,63,636 25.82 23,37,654 10.12 23,37,654 10.12 21,77,700 9.43 21,77,700 9.43 20,04,896 8.68 20,04,896 8.68 14,93,000 6.47 14,93,000 6.47 12,50,000 5.41 - - - - 12,50,000 5.41

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 10 - Non-Current Liabilities Borrowings Term Loans (Secured): 2,000.16 From Banks 9,027.28 From Asset Reconstruction Company 7,112.80 16,140.08 15,815.35 17,815.51 Notes :- 1) a) The term loans, cash credit facilities and others carry interest @ 11.75% to 12.25% 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 favour of consortium members 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.		9,027.28 7,112.80
		16,140.08

c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares.
2) The term loans 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.

2)	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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.	Gujarat. c) Also Equity Shares of the Core Promoter Group have been pledged to consortium members, total no.of shares 54,46,503 equivalent to 23.59% of total Equity Shares. The term loans 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 No.25(21) for repayment schedule.
Note 11 - Provisions
	Employee Benefits			643.52	569.36
				643.52	569.36
Note 12 - Other Non-Current Liabilities
	Advances from Customers			1,972.44	1,775.18
				1,972.44	1,775.18
Note 13 - Current Liabilities
Borrowings
	Loans payable on demand (Secured) :
	From Banks			5,706.97	12,734.55
	(Including Due but not paid	`\|2,454.63L (P/Y\|\|\|`	2,616.48L))
	Term Loans (Secured) :
	From Banks			5,325.55	14,613.96
	(Including Due but not paid	`\|4,398.92L (P/Y\|\|\|`	11,197.74L))
	From Technology Development Board			97.22	147.22
	(Including Due but not paid	`\|97.22L (P/Y\|`	147.22L))
	From Asset Reconstruction	Company		22,943.31	8,830.22
	(Including Due but not paid	`\|18,889.21L\|(P/Y\|\|\|`	4,181.72L))
	Term Loans (Unsecured):
	From Others - ICD (Unsecured)			225.00	-
				34,298.05	36,325.95

Refer Note No.10 for securities and interest rates.

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	As at 31-03-2020 lakhs	As at 31-03-2019 lakhs `
Note 14 - Trade Payable Micro and Small Enterprises Others Interest accrued and due to Consortium Members Employee Benefits Advance from Customers Note 15 - Other Financial Liabilities - Secured Note 16 - Provisions Note 17 - Other Current Liabilities Unclaimed Dividend Others	620.73 7,958.51 8,579.24 7,878.50 7,878.50 73.70 73.70 723.47 8.67 163.39 895.53	1,145.17 10,016.05
		11,161.22
		7,878.50
		7,878.50
		97.94
		97.94
		644.36 12.71 525.57
		1,182.64

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
Note 18 - Revenue from Operations Sale of Products Sale of Services Net Sales Claims and Others Other Operating Revenues Revenue from Operations (Net) Details of Products Sold Pumps and Pumpsets Rotating Electric Machines Generating Sets Switchboards H.T. Circuit Breakers Relays Components, Spares and Others Miscellaneous Sevices Interest on Fixed Deposits and Others Details of Services Rendered Note 19 - Other Income Income from Investments (Gross) - Dividend Profit/(Loss) on Sale of Fixed Assets (Net) Other Non-Operating Income Inventory at the beginning of the year Note 20 - Cost of Material and Components Consumed Add : Purchases / Works Contract Service Expenses Less : Inventory at the end of the year	9,394.50 229.13 9,623.63 1,122.92 1,122.92 10,746.55 3,776.14 855.03 93.19 2,135.72 191.51 306.61 2,036.30 9,394.50 229.13 9,623.63 111.42 192.15 2.19 49.57 355.33 900.62 7,357.49 8,258.11 750.91 7,507.20	13,933.55 2,802.81
		16,736.36
		243.47
		243.47
		16,979.83
		3,486.43 654.63 162.41 3,045.44 294.66 254.43 6,035.55
		13,933.55 2,802.81
		16,736.36
		118.53 176.65 2.35 14.52
		312.05
		916.68 11,669.56
		12,586.24 900.62
		11,685.62

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
Note 21 - Change in Inventories of Finished Goods and Work-in-Progress Inventory at the beginning of the year Work-in-Progress Finished Goods Inventory at the end of the year Work-in-Progress Finished Goods Salaries and Wages Note 22 - Employee Benefits Expense Contribution to Provident and Other Funds Staff Welfare Expense Interest Note 23 - Finance Costs Please refer Note No.25(19).	1,105.87 41.77 1,147.64 1,134.95 92.38 1,227.33 (79.69) 2,075.35 167.86 93.91 2,337.12 76.01 76.01	1,676.39 30.69
		1,707.08 1,105.87 41.77
		1,147.64
		559.44
		2,656.63 203.20 118.39
		2,978.22
		82.05
		82.05

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	2019-2020 lakhs `\|2018-2019<br>lakhs<br>`
		46.52 80.59 23.04 88.09 71.44 78.75 57.12 58.96 7.50 23.68 69.62 42.97 91.61 7.56 381.15 172.12 1.71 6.58 85.11 139.52 -
		1,533.64
		5.20 1.20 0.20 0.20 0.76

112

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31st March, 2020.

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Note 25:- Significant Accounting Policies and Other explanatory notes and information

1. Contingent liability to the extent not provided for

ingent liability to the extent not provided for
(a) Bills/Cheques discounted with scheduled banks (b) Income Tax (c) Service Tax / Excise Duty (d) Interest not provided on bank borrowings (e) Claims against the Company/disputed liabilities not acknowledged as debts	2019-2020 lakhs 750.69 336.44 303.50 5,718.62 198.99	2018-2019 lakhs `
		538.69 3,480.58 315.35 6,395.03 613.76

2. Basis of Preparation

The Financial Statements of the Joint Venture used in the Consolidation are drawn up to 31st December, 2019.

3. Principles of Consolidation

The Consolidated Financial Statements consists of Jyoti Limited and its Joint Venture. The Consolidated Financial Statements have been prepared on the following basis:

Investment and share of profit of Joint Venture have been consolidated as per the equity method as per Ind AS 28 “ Investments in Associates” and “Ind AS 111 Joint Arrangements” respectively specified under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2015.

4. Companies included in Consolidation

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----- Start of picture text -----

Name Nature Country of Proportion of
Incorporation Ownership Interest
as on 31.03.2020
Jyoti Sohar Switchgear L.L.C. Joint Venture Sultanate of Oman 49% shareholding
of Jyoti Limited
----- End of picture text -----

5. Accounting Policies

The accounting policies of the Company are as per generally accepted accounting principles in India and the accounting policies of its Joint Venture are in accordance with International Financial Reporting Standards (IFRS). However, no adjustment is considered necessary in the consolidated accounts.

6. Translation of Accounts

In Consolidated Financial Statements, the Financial Statements of Joint Ventures have been translated into INR as prescribed under Ind AS 21 the Effects of Changes in Foreign Exchange Rates specified under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2015.

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7. Form AOC-I (Pursuant to 1st Proviso to Sub-section (3) of Section 129 read Rule 5 of Companies (Accounts) Rules, 2014)

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----- Start of picture text -----

Sr. No Part “ A “ : Subsidiaries in lakhs — N. A. — Sr. No Part “ B “ : Joint Venture in lakhs
Name of Joint Venture Jyoti Sohar Switchgear
L.L.C.
1 Latest Audited Balance Sheet Date 31st December, 2019
2 Shares of Joint Ventures held by the Company
at the year end
i. No. of Shares 490,000
ii. Amount of Investments in Joint Venture 86.73
iii. Extent of Holding % 49%
3 Description of how there is significant influence -
4 Reason why the Joint Venture is not consolidated N.A.
Networth attributable to Shareholding as per latest 4,751.92
audited Balance Sheet
Profit / Loss for the year (321.57)
i. Considered in Consolidation (157.57)
ii. Not Considered in Consolidation (164.00)
----- End of picture text -----

Notes : a) Names of Joint Ventures which are yet to commence operations. - NA b) Names of Joint Ventures which have been liquidated or sold during the year - NA

8. For Consolidation, the Financial Statements of Joint Venture are considered as at 31st December, 2019. There are no significant transactions during the period from 1st January, 2020 to 31st March, 2020.

As per our Report attached of even date For Amin Parikh & Co. Chartered Accountants Suresh Singhal F.R.N. 100332W Vice President (Legal) & CA. Samir R. Parikh Company Secretary Partner Vadodara M. No. 41506 Ronak Shah Vadodara Chief Financial Officer 29th June, 2020 Vadodara

Rahul N. Amin Chairman & Managing Director Vadodara Directors Mrs. T. R. Amin Vadodara Mr. T. C. Dayal Mr. V. K. Gulati Vadodara Delhi Mr. S. S. Bhattbhatt Vadodara 29th June, 2020

114

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Consolidated Cash Flow Statement for the year ended 31st March, 2020.

Particulars	For the Year Ended 31 March,2020 (Audited) lakhs st	For the Year Ended 31 March,2019 (Audited) lakhs st `
A. CASH FLOW FROM OPERATING ACTIVITIES Adjustments for Net Profit/(Loss) before tax and non-recurring items : 1. Depreciation 2. Finance Cost charged to Statement of Profit & Loss 3. Interest Received 4. Dividend Received 5. (Profit)/Loss on Sale of Fixed Assets (Net) 6. Bad Debts written off 7. Provision for Doubtful Debts / Advances and Impairment of Capital WIP 8. Provision for diminution in value of Investments Operating Profit / (Loss) before Working Capital changes 1. Movement in Working Capital Trade and Other Receivables 2. Inventories 3. Trade and Other Payables Net change in Working Capital Cash Generated from Operations Direct Taxes Paid (Net) NET CASH INFLOW FROM OPERATING ACTIVITIES (A)*	(1,484.39) 886.54 76.01 (111.42) (192.15) (2.19) 93.06 - - 749.85 (734.54) 3,562.98 70.02 (2,639.64) 993.36 258.82 (152.60) 106.22	(731.54) 951.09 82.05 (118.53) (176.65) (2.35) 85.11 168.59 -
		989.31 257.77 4,320.51 575.50 (68.35)
		4,827.66 5,085.43 (109.95)
		4,975.48

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76th Annual Report

*76th Annual Report*
Particulars	For the Year Ended 31 March,2020 (Audited) st	For the Year Ended 31 March,2019 (Audited) st
	lakhs	lakhs `
B. CASH FLOW FROM INVESTING ACTIVITIES 1. Purchase of Fixed Assets (58.67) 2. Proceeds from Sale of Fixed Assets 4.70 3. Investments 187.64 4 Interest Received 111.42 5 Dividend Received 192.15 NET CASH UTILISED IN INVESTING ACTIVITIES (B) 437.24 C. CASH FLOW FROM FINANCIAL ACTIVITIES 1. Proceeds from Equity Share Capital & Other Equity (a) Equity Share Capital - (b) Securities Premium Reserve - (c) Capital Reserve - (d) Refund of Share Application Money - 2 Proceeds from Borrowings (Net) (352.48) 3 Interest (Net) (76.01) NET CASH GENERATED IN FINANCIAL ACTIVITIES (C) (428.49) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A + B + C) 114.97 Cash and Cash Equivalents as at 01/04/2019 96.68 Cash and Cash Equivalents as at 31/03/2020 211.65 Notes : i) Previous Year figures are regrouped wherever necessary. ii) Figures in brackets indicate negative figures. * Nominal Value		(95.58) 6.66 64.78 118.53 176.65
		271.04
		596.36 2,683.64 1,420.54 (575.00) (5,853.61) (3,805.62)
		(5,533.69)
		(287.17) 383.85 96.68

As per our Report attached of even date For Amin Parikh & Co.

Chartered Accountants Suresh Singhal F.R.N. 100332W Vice President (Legal) & CA. Samir R. Parikh Company Secretary Vadodara Partner M. No. 41506

Ronak Shah Vadodara Chief Financial Officer 29th June, 2020 Vadodara

116

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th 76 Annual Report 2019-2020

75 Years of Engineering Excellence

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AI assistant

Jyoti Ltd. — Annual Report 2020

61538_rns_2020-09-01_004fad63-d1a1-49ca-a58b-46638282e1d6.pdf

By Electronic. Mode

SCRIP CODE NO.: 504076

Sub.: Submission of Annual Report of the Company for the Financial Year ended 31[st ] March, 2020

BOARD OF DIRECTORS

AUDITORS

LENDERS

REGISTERED OFFICE

NOTICE

ORDINARY BUSINESS

Item No.1 - Adoption of Financial Statements

Item No. 2 - Appointment of Director

SPECIAL BUSINESS

Item No. 3 - Reclassification of the Status of Promoter Group Shareholding into Public Shareholding

76th Annual Report

Item No. 4 - Appointment of Mr. Rahul N Amin as Managing Director of the Company

Item No. 5 - Remuneration of Cost Auditors

Item No. 6 - Alteration of Articles of Association of the Company:

72A NOMINEE DIRECTOR

NOTES

76th Annual Report

17. Voting through electronic means

The instructions for shareholders for Remote E-Voting are as under:

76th Annual Report

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

76th Annual Report

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

(xx) Note for Non – Individual Shareholders and Custodians

Other instructions:

76th Annual Report

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 3 - Reclassification of the Status of Promoter Group Shareholding into Public Shareholding

ITEM NO. 4 - Appointment of Mr. Rahul N Amin as Managing Director of the Company

76th Annual Report

1. Duties and Powers

2. Period of Appointment

Salary

Perquisites and Allowances

Compensation

Information required under Section II, part II of Schedule V of the Companies Act, 2013:

76th Annual Report

76th Annual Report

ITEM NO. 5 - Ratification of Remuneration of Cost Auditors

ITEM NO. 6 - Alteration in Articles of Association of the Company

Particulars of the Directors Seeking re-appointment at the ensuing Annual General Meeting pursuant to the requirement of Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standard.

76th Annual Report

BOARDS’ REPORT

FINANCIAL RESULTS

PERFORMANCE

CURRENT OUTLOOK

CONSOLIDATED FINANCIAL STATEMENTS

76th Annual Report

DIVISIONAL PERFORMANCE

A. HEAD OFFICE (H.O.) OPERATIONS

B. SWITCHGEAR OPERATIONS

EXPORTS

REGISTRATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISE (MSME)

CHANGE IN NATURE OF BUSINESS

DIVIDEND

TRANSFER TO RESERVES

PUBLIC DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

76th Annual Report

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

DECLARATIONS FROM INDEPENDENT DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS’ RESPONSIBILITY STATEMENT

BOARD MEETINGS

AUDIT COMMITTEE

NOMINATION AND REMUNERATIOIN COMMITTEE

SHAREHOLDERS’/INVESTORS’ GRIEVANCES AND STAKEHOLDERS’ RELATIONSHIP COMMITTEE

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

WHISTLE BLOWER & VIGIL MECHANISM

NOMINATION AND REMUNERATION POLICY

RISK MANAGEMENT

BOARD EVALUATION

Jyoti Ltd. Annual Report 2020