Jyoti Ltd. — Annual Report 2021

Aug 27, 2021

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@Jyoti Ltd. Water • Power • Progress Nanubhai Amin Marg, Industrial Area, P.O. Chemical Industries, Vadodara-390 003. (India) Phone :2282049 Fax : ++91-265-2281871 E.Mail : jyotiltd@jyoti.com Website : www.jyoti.com CIN : L36990GJ1943PLC000363

By Electronic Mode

2?[1h ] August, 2021

General Manager DCS-CRD (Corporate Relationship Department) BSE Limited Phiroze Jeejeebhoy Towe rs 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, 2021

. Dear Sir,

The 7?[1h ] Annual General Meeting ("AGM") of the Company will be held on Thursday, 23[rd ] September, 2021 at 10.00 a.m. (1ST) through Video Conferencing/ Other Audio Visual Means.

Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (!=,-isting Obligations and Disclosure Requirements) Regulations, 2015, please find attached copy of Annual R�port for the year 2020-21.

Thanking you,

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Yours faithfully, For Jyoti Limited Q�\/

CS S. Singhal Vice President (Legal) & Company Secretary M. No. F8289

Encl: As above

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th 77 Annual Report 2020-2021

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75 Years of Engineering Excellence

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Erection of 5 Nos. Spiral Casing for 5 MW Metal Volute _pumps al Upper Bhadra i1s, Karnalaka.

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BOARD OF DIRECTORS

Chairman & Managing Director Mr. Rahul Nanubhai Amin 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. Chartered Accountants

LENDERS

Rare Asset Reconstruction Ltd. Bank of Maharashtra

REGISTERED OFFICE

Nanubhai Amin Marg Industrial Area P.O. Chemical Industries Vadodara – 390 003.

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CONTENTS PAGE NO.
Notice 1
Boards' Report 13
Independent Auditor ’ s Report 46
Balance Sheet 57
Statement of Profit and Loss 58
Notes to Financial Statements 60
Cash Flow Statement 79
Consolidated Accounts 81
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NOTICE

NOTICE is hereby given that the SEVENTY SEVENTH ANNUAL GENERAL MEETING (AGM) of the Members of JYOTI LIMITED will be held on Thursday, 23[rd ] September, 2021 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, 2021, including the audited Balance Sheet as at 31[st] March, 2021, 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 - Remuneration of Cost Auditors

To ratify the remuneration of the Cost Auditors for the financial year ending on 31[st] March, 2022 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 31[st] March, 2022, 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.”

Regd. Office : Nanubhai Amin Marg Industrial Area P.O. Chemical Industries Vadodara-390 003 CIN: L36990GJ1943PLC000363 12[th] August, 2021

By Order of the Board S. Singhal Vice President (Legal) & Company Secretary M. No. F8289

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NOTES

1. 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.

2. 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 devansee@jyoti.com.

3. 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.

4. 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 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.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday,16[th] September, 2021 to Thursday, 23[rd ] September, 2021 (both days inclusive) for the purpose of Annual General Meeting.

6. 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.

7. 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 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, 1[st] Floor Neelam Apartment, Alkapuri Vadodara – 390 007

Tel. : 0265-2314757, 2350490 E-Mail : mcsltdbaroda@gmail.com

1. Members are requested to send in their queries in respect of Financial Statement of Accounts of the Company for the year ended on 31[st] March, 2021, at least one week in advance so as to enable the information ready.

2. 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 Limited.

3. 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.

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1. 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.

2. 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.

3. 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.

4. Non-Resident Indian Members are requested to inform MCS Share Transfer Agent Ltd., immediately of:

5. (a) Change in their residential status on return to India for permanent settlement.

6. (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.

7. 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 communications including Annual Report, Notices, Circulars, etc. from the Company electronically.

8. Relevancy of questions and the order of speakers at the Meeting will be decided by the Chairman.

CDSL e-voting system – For Remote e-voting and e-voting during AGM

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:-

1. In view of the situation arising due to COVID-19 global pandemic, 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, Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated 13[th] January, 2021, SEBI Circular dated 12[th] May, 2020 and SEBI Circular dated 15[th] January, 2021. 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.

2. 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 served 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 served basis.

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1. 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.

2. 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.

3. 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.

4. 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 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021.

5. In continuation of this Ministry’s General Circular No. 20/2020, dated 5[th] May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31[st] December 2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 and as per MCA Circular No. 02/2021 dated January 13, 2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• (i) The voting period begins on Monday, 20[th] September, 2021 at 10.00 a.m. and ends on Wednesday, 22[nd] September, 2021 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 cutoff date (record date) i.e. Thursday, 16[th] September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted through remote e-voting prior to the meeting date would not be entitled to vote during Annual General Meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple E-voting Service Providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding

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securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.

• A. Pursuant to above mentioned SEBI Circular, Login method for e-voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) Users who have opted for CDSL’s Easi / Easiest facility, can login through their existing user ID and password. Option will be made available to reach e-voting page without any further authentication. The URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/ myeasi./Registration/ EasiRegistration. 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e- voting is in progress and also able to directly access the system of all e-voting Service Providers.
Individual Shareholders holding securities in Demat mode with NSDL	1) NSDL IDeAS facility If user is already registered for NSDL IDeAS facility, follow following steps: 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile.

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1. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.

2. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services.

3. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page.

4. Click on company name or e-voting service provider name and you will be re-directed to e- voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

5. If the user is not registered for IDeAS e-Services: 1. Option to register is available at https:// eservices.nsdl.com.

6. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp

2) E-voting website of NSDL

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com / either on a Personal Computer or on a Mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open.

3. Enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen.

4. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page.

5. Click on company name or e-voting service provider name and you will be redirected to e- voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

6. Individual Shareholders 1. You can also login using the login credentials (holding securities in of your demat account through your Depository demat mode) login Participant registered with NSDL/CDSL for e- through their voting facility. Depository Participants 2. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/

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• CDSLDepository site after successful authentication, wherein you can see e-voting feature.

• 1. Click on company name or e-voting service provider name and you will be redirected to e- voting service provider’s website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type Desk details
Individual Shareholders holding Members facing any technical issue in login
securities in Demat mode with can contact CDSL helpdesk by sending a
CDSL request at helpdesk.evoting@cdslindia.com or
contact at 022- 23058738 and 022-23058542/
43.
Individual Shareholders holding Members facing any technical issue in login
securities in Demat mode with can contact NSDL helpdesk by sending a
NSDL request at evoting@nsdl.co.in or call at toll free
no.: 1800 1020 990 and 1800 22 44 30
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• B. Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding in demat form & physical shareholders.

• (i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now enter your User ID

  • a. For CDSL: 16 digits Beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) 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.

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• (vi) If you are a first time user follow the steps given below:

For shareholders holding shares in Demat Form other than individual and Physical Form

PAN Dividend Bank DetailsOR Date of Birth (DOB)

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 sent by Company/RTA or contact Company/RTA. Enter the Dividend Bank Details or Date of Birth (in dd/mm/ yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (B).

• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) 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.

• (ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for the relevant on which you choose to vote.

• (xi) 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.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiii) 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.

• (xiv)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.

• (xvi)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.

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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:

1. 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 (selfattested scanned copy of Aadhar Card) by email to devansee@jyoti.com/ mcsltdbaroda@gmail.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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

1. 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.

2. Shareholders who have voted through Remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

3. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

4. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. 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.

6. 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 devansee@jyoti.com. 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 devansee@jyoti.com. These queries will be replied to by the company suitably by email.

7. 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:-

1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. 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.

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1. 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.

Facility for Non - Individual Shareholders and Custodians- Remote voting

• 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 helpdesk.evoting@cdslindia.com.

• 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 helpdesk.evoting@cdslindia.com 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; devansee@jyoti.com, 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 CDSL e-voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 helpdesk.evoting@cdslindia.com or call on 022-23058542/ 43.

Other instructions:

• i. The Voting rights of the shareholders shall be in proportion to their shares of the paid-up equity.

• ii. Mr. 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 results 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

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 31[st] March, 2022 as per the following details.

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

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
----- End of picture text -----

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. 3 of the Notice, for ratification of the remuneration payable to the Cost Auditors of the Company for the financial year 2021-22.

The Board recommends the resolution set out at Item No. 3 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.

Regd. Office : Nanubhai Amin Marg Industrial Area P.O. Chemical Industries Vadodara-390 003 CIN: L36990GJ1943PLC000363 12[th] August, 2021

By Order of the Board

S. Singhal Vice President (Legal) & Company Secretary M. No. F8289

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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 Standards.

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

Name of Directors Smt. Tejal Amin
DIN 00169860
Date of Birth 29.08.1960
Age 60 years
Nationality Indian
Qualification B.Com.
Expertise in Specific Functional Areas Management & Finance
Date of Appointment 31.03.2015
Relationship with other Directors and Key Smt. Tejal Amin is wife of Shri Rahul Amin.
Managerial Personnel of the Company There is no inter-se relationship with any Key
Managerial Personnel of the Company.
Name of other Companies in which he/she 1. JSL Industries Limited
holds Directorship 2. Insutech Industries Limited
3. Vadodara Marathon
Chairman/ Member of the Committee(s) of the Member-NRC
Board of the Company Member-SIGSRC
Chairman/ Member of the Committees of the Chairperson, Vadodara Marathon
Board of other Company(ies)
Shareholding in the Company 6,42,113
Terms of appointment along with details of Non Executive Directors are entitled to sitting
remuneration sought to be paid and the fees for attending meetings of the Board.
remuneration last drawn by such person,
if applicable
Number of Board Meetings attended 5 in Financial Year 2020-21
----- End of picture text -----*

*NRC - Nomination & Remuneration Committee

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

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BOARDS’ REPORT

To,

The Members of Jyoti Limited

Your Directors present this 77[th] (SEVENTY SEVENTH) ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2021.

FINANCIAL RESULTS

FINANCIAL RESULTS
Particulars	(`in lakhs) 2020-21 2019-20 Standalone Consolidated Standalone Consolidated
Revenue from Operations 11503.46 11503.46 10746.56 10746.56 Operating EBITDA 434.95 434.95 (719.60) (719.60) Add : Other Income 544.18 544.18 355.33 355.33 Profit/(Loss) before Finance 979.13 979.13 (364.27) (364.27) Cost & Depreciation Less : Finance Cost 62.43 62.43 76.01 76.01 Less : Depreciation and Amortization 816.35 816.35 886.54 886.54 Less: Exceptional Item 158.26 158.26 - - Share of Profit/(Loss) of a joint venture - (395.93) - (157.57) Profit/(Loss) before Taxation (57.91) (453.84) (1326.82) (1484.39) Less : Tax Expense (100.85) (100.85) (115.01) (115.01) Balance of Profit/(Loss) for the year 42.94 (352.99) (1211.81) (1369.38) Other Comprehensive Income/ (Expense) 5.00 5.00 (17.73) (17.73) Total Comprehensive Income for the period 47.94 (347.99) (1229.54) (1387.11)

PERFORMANCE

1. Revenue from operations for the year ended on 31[st] March, 2021 was 11503 lakhs as compared to 10747 lakhs during the corresponding previous year. In spite of the second phase of COVID19 conditions having recorded for a part of the year, the Company improved operations during the year.

2. The cost of material consumed for the year was 7890 lakhs (68.59% of Revenue from Operations) as compared to 7427 lakhs (69.11% of Revenue from Operations) during the previous year.

3. The Employee benefits expenses stood at 1835 lakhs as compared to 2337 lakhs during the previous year.

4. Other Expenses for the year were 1343 lakhs as compared to 1702 lakhs during the previous year.

5. Increase in sales, reduction in material cost coupled with lower overheads resulted in EBITDA of 435 lakhs as compared to (719) lakhs during the previous year.

6. The other income was at 544 lakhs during the year compared to 355 lakhs during the previous year.

7. The Finance cost of 62 lakhs during the year compared to 76 lakhs during the previous year. The Company has not charged interest on outstanding bank facilities, since the dues from the

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Company were categorized as a Non-Performing Asset with all banks from December 2015 onwards. The debt with State Bank of India has been settled and interest is fully waived by the bank. The Company had also 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 ` 1791 lakhs for the year ended on 31[st] March, 2021. However, the said interest has been recognized as a Contingent Liability in the financial statements.

1. The profit before exceptional items was at 100 lakhs compared to loss of 1327 lacs during the previous year.

2. The deferred tax asset was created by 101 lakhs during the year as compared to 115 lakhs during the previous year.

3. Other Comprehensive Income was 5 lakhs as compared to (18) lakhs during the previous year. Consequently, the total Comprehensive Income for the year was 48 lakhs as compared to (1230) lakhs during the previous year.

CURRENT OUTLOOK

On account of the outbreak of COVID-19 pandemic, the Government of India had imposed a nationwide lockdown in the month of March 2020, leading to temporary close-down Company’s manufacturing facilities and operations. Since then the respective Governments has progressively relaxed lockdown conditions and has allowed industries and business to resume operations and the Company has commenced its operations from early May 2020.

In spite of the second phase of COVID-19 conditions having recorded for a part of the year, your Company achieved positive EBITDA and Net profit during F.Y. 2020-21. Your Company is currently focusing on cash flow, controlling of overheads and ensuring raw material inflow for production. Your Company expects same level of business operations with margins during current year provided the situation of COVID-19 does not deteriorate further.

In view of ongoing operations with improved business prospects, continues to execute orders in hand, increasing and giving additional focus on turnover of spares, retrofit & service orders which contribute good margin and obtain new orders despite adversities from private as well as public sector, positive EBITDA, robust cost controls, 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.

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 ` 395.93 lakhs is included in the Consolidated Financial Statements.

DIVISIONAL PERFORMANCE

A. HEAD OFFICE (H.O.) OPERATIONS

During the year under review, inspite of the COVID-19 pandemic, the divisions in H.O. have

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achieved a sales turnover of 88 Crores against the sales plan of 96 Crores. This sales turnover was achieved against all odds and challenges which include intermittent lock downs, non-availability of skilled manpower, scarcity of raw material and logistic issues.

During the year under review, the Company has supplied 13 Nos. Vertical Turbine Pumps each of 2500 KW for Kaleshwarem-Pedaganti and Kondamcherevu Project through Megha Engineering & Infrastructures Limited. These pumps were manufactured and supplied in record time. The Company has executed major orders in the state of Madhya Pradesh and have supplied 6 Nos. of pumps of 750 T with 1400 KW motors for Mohanpura Lift Irrigation Scheme, 4 Nos. of 450 HS Pumps with 200 KW motors for Hirwar Irrigation Project, 1 No. Pump of 750 T for Bhopal Municipal Corporation and 2 Nos. Pumps of 750 T for Indore Municipal Corporation.

The Company continues to have good presence in Vadodara Municipal Corporation and have received orders through contractors for 24 Nos. Vertical Turbine Pumps and 20 Nos. Horizontal Split Case Pumps. Other than Vadodara Municipal Corporation, the Company has supplied pumps to Vijaywada Municipal Corporation and Pimpri-Chinchwad Municipal Corporation during the year.

During the year, the Company has supplied 6 Nos. Raw Water Intake Pumps with 750 KW motor to JSW Steel Ltd. for their Dolvi project. The Company has very good presence in the state of Bihar and have supplied 67 pumps through various contractors to Patna Municipal Corporation, PHED and Bihar Rajya Jal Parishad (BRJP).

The Company has supplied 39 Nos. of Arnos and 16 Nos. Rotor Assembly to Indian Railways during the year under review and have manufactured 33 Nos. of H.T. Motors ranging from 80 KW to 1400 KW mainly for supply with the pumps manufactured by the Company. Also 3 Nos. of Wind Generators of 750 KW was manufactured, tested and dispatched during the year.

The Company has increased its focus in service and refurbishment of hydro turbines and have executed orders worth ` 4.40 Crores towards refurbishment of turbines at Leh and NTPC, Singrauli.

The Company’s Project Division is focusing more on completion of old projects and closure of various projects which were stalled over the years for various reasons not in the control of the Company. One of the major project was Upper Bhadra Lift Irrigation Scheme in the state of Karnataka where the Company has successfully erected 5 Nos. Draft Tubes and Spiral Casing using over head crane of 100 Ton having 25 mtr. span size. Execution of this project has helped the Company to maintain its cash flow requirements during the year.

The Company has carry forward orders of ` 136 Crores for execution during the F.Y. 2021-22. 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, Switchgear Division achieved sales of 3060 lakhs. Inspite of COVID-19 situation prevailing in the country for most of the time and complete / intermittent lockdown during the year, the sales of Switchgear Division has increased by 21% in the current financial year. The VCB production in terms of quantity is around 760 Nos. and HT Switchgear Panels manufactured are 750 Nos. The switchgear division has received total orders worth 2810 lakhs in the financial year 2020-21, which has increased by 19% as compared to the previous financial year.

In addition to above, in the Financial Year 2020-21, the division bagged various 11 kV VCB panels orders from GETCO worth ` 1190 lakhs for 380 Nos. of panels and order for import substation for 33 kV HT VCB panels from Bhutan Power Corporation.

During the year under review, the Division has also executed Major orders from IFFCO Kandla worth ` 75 lakhs and for other Solar Projects.

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77th Annual Report

During the year under review, the Division has also executed orders worth more than ` 500 lakhs for Spares, Services and Retrofit work to 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 last 3 years and certain test will also be conducted during 2021-22.

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 the growing power sector demand in India.

EXPORTS

During the year under review, the Company’s exports valued at ` 2.49 crores. The Company’s major exports are to Sultanate of Oman for Switchgear.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

In view of the marginal profit made by the Company during the period under review, your Directors do not recommend any dividend for the financial year 2020-21.

TRANSFER TO RESERVES

During the year under review, the Company has made marginal profit 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.

However, in Financial Year 2020-21, the Company took an unsecured loan from Mr. Rahul N. Amin, Chairman and Managing Director of the Company and he declared that the said unsecured loan was not acquired by him by way of any borrowings or accepting loans or deposits from others and is paid out of his own personal funds.

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.

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.

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DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Tejal Amin retires by rotation and being eligible, seeks re-appointment. 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 profit for Standalone Financial Results and loss for Consolidated Financial Result 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 5 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.

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.

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WHISTLE BLOWER AND 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 the 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

• 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.

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ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web link: http://jyoti.com/investor/annual_return.aspx

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 entered 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 C 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 2020-21.

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

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 there under, for the Financial Year 2020-21.

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 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:

1. The orderly and efficient conduct of its business including adherence to Company’s policies;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. 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

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77th Annual Report

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.

INSIDER TRADING - CODE OF CONDUCT

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directors and Senior Management Officers. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Code clearly specifies, among other matters, that Directors and Designated Persons of the Company, as defined in the Code, can trade in the shares of the Company only when the Trading Window is open. The code can be accessed on Company’s website at weblink:

http://jyoti.com/pdf/insidertradingcodeno1.pdf

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 there under the Company has in place a policy on Sexual Harassment at Workplace. 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 there under. During FY 2020-21, the Company conducted awareness programmes in respect of Sexual Harassment at work place. No case was reported relating to Sexual Harassment during the FY 2020-21.

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 E forming part of this Report.

AUDITORS

Pursuant to provision of Section 139 of the Companies Act, 2013 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 73[rd ] Annual General Meeting until the conclusion of 78[th] Annual General Meeting at the Annual General Meeting held on 28[th] September, 2017.

The Auditors Report for the year under review does not contain any Qualification or Adverse remark.

In the Board Meeting held on 29[th ] June, 2020, M/s. Ravi Kapoor & Associates, Practising Company Secretaries was appointed as Secretarial Auditor of the Company for the financial year 2020-21.

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 2021-22:

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• (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 with State Bank of India had filed an application to National Company Law Tribunal, Ahmedabad (NCLT) under Section 7 of the Insolvency and Bankruptcy Code, 2016. Corporate Insolvency Resolution Process (CIRP) had been initiated in respect of the Company vide order dated 12.11.2020 passed by NCLT, Ahmedabad. Against the order passed by the NCLT, Mr. Rahul Amin, Promoter and Managing Director of the Company filed an Appeal in National Company Law Appellate Tribunal, (NCLAT) New Delhi. Pursuant to the debt of Central Bank of India having been acquired by ARC and settlement with SBI, the Hon’ble NCLAT vide its order dated 22nd March, 2021 while disposing of the appeal filed by Mr. Rahul Amin, Promoter and Managing Director of the Company, has closed the CIRP against the Company. Accordingly all proceedings pending before the NCLT stands closed.

Bank of Maharashtra has 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 networth 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, therefore 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 STANDARDS

As per requirement of provisions of Section 118(10), the Company has complied with the Secretarial Standards 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 12[th] August, 2021

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ANNEXURE ‘A’ TO THE BOARD’S REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING 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:

• The speed control system of rotor balancing machine at HREM assembly shop is modified by replacing old resistive heating system by installing AC drive mechanism to save energy.

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

B. TECHNOLOGY ABSORPTION:

(a) Research & Development (R&D)

1. Specific core areas in which R&D was carried out by the company:

2. Medium Voltage Switchgear

3. Rotating Electrical Machines (Motors and Generators)

4. Metallic volute pumps, VT pumps and Hydraulic turbines

5. 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.

1. 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.

1. Expenditure on R&D :

		(`in lakhs)
a)	Capital	-
b)	Recurring	104.98
c)	Total	104.98
d)	Total R&D expenditure as percentage of total turnover	0.87%

22

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(b) Technology Absorption, Adaptation and Innovation

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

2. a) In the area of medium voltage switchgear, the activities were directed towards keeping existing switchgear up to date to meet the latest IEC Standards and as per marketing requirement and planning. Type-testing as per the latest version of IEC: 62271-100 was continued to fill the anticipated gaps. In addition, R&D is continuously carried out, in the areas of applied research and use of alternative materials and processes.

3. 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.

4. 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.

5. 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.

6. Benefits derived as a result of above efforts.

7. (a) Medium Voltage Switchgear

For 12kV 25kA, 2000 Amp switchgear being supplied to JSS-Oman was UL certified in 2019-2020 making the company ready to meet requirement of DCRP-Oman. This year the Company has exported switchgear worth about 175 lacs to JSS, Sohar.

• (b) Rotating Electrical Machines

• -- Design of 330kW, 6.6kV, 600RPM, CUA-560 Motors for IGNP. BOM & DRGS are prepared.

• -- Design of 570kW, 6.6kV, 600RPM, CUA-560 Motors for IGNP. BOM & DRGS are prepared.

• -- Design of 400kW, 3.3kV, 1500RPM, CHT-400 Motors for CHANDRAPUR TPS. Motors are under manufacturing.

• -- Design of 570kW, 3.3kV, 1000RPM, CUA-500 Motors for CHANDRAPUR TPS. Motors are under manufacturing.

• -- Design of 280kW, 3.3kV, 1000RPM, CUT-450 Motors for SINDHROT. BOM & DRGS are prepared.

• -- Design of 325kW, 3.3kV, 1000RPM, CUT-450 Motors for SINDHROT. BOM & DRGS are prepared.

• -- Design of 150kW, 3.3kV, 600RPM, CUT-450 Motors for BIO-CAB. BOM & DRGS are released.

• -- Design of 180kW, 3.3kV, 1500RPM, CHT-355 Motors for JMC PROJECTS. BOM & DRGS are under preparation.

23

77th Annual Report

(c) Pumps

  - **--** Designed and engineering of 1600 MVC for Veer Bhadreswara LIS Project on the basis of model development.

  - **--** Design and engineering of 1000VM Pump for Nandawadagi Project, Pump house1.

  - **--** Design and engineering of 900VM Pump for Nandawadagi Project Pump house2.

  - **--** Design and engineering of 600VT Pump for Uddanam Jackwell Project.

  - **--** Design and engineering of 750VT Pump for Sindhrot VMSS Project Intake Pump and Clear water Pump.

  - **--** Development of 600 VT Pump for Vijayawada Municipal Corporation.

  - **--** Design and engineering of 750T Pump for PHED – Mandleshwar Indore.

• (d) Turbine

  • -- Design and engineering of JONGKEY MHS 1x50 kW Turgo Impulse Turbine.

  • -- Design and engineering of CHIKLONG MHS 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 Units are supplied till now. Out of these about 250 have been successfully installed and commissioned.

			(ii) Over 370 SF6 Ring Main Units are supplied till now. Out of these about 250 have been successfully installed and commissioned.	(ii) Over 370 SF6 Ring Main Units are supplied till now. Out of these about 250 have been successfully installed and commissioned.
			(iii) FEA analysis carried out for design improvement of pump and motor for Navy project
			and implemented.
C.	Foreign		Exchange Earnings and Outgo:	(`in lakhs)
	a)	Exports (including deemed Exports)		248.61
	b)	Total Foreign Exchange used and earned
		i)	Total Foreign Exchange used	34.19
		ii)	Total Foreign Exchange earned	730.95

24

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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.

==> picture [406 x 179] intentionally omitted <==

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

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 1 --- --- 50
4. Mr. T.C.Dayal Independent 6 1 --- ---
5. Mr. S.S.Bhattbhatt Independent --- --- --- 60
----- End of picture text -----

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

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 -
----- End of picture text -----

(c) Meetings held in Financial Year 2020-21 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 5 (Five) meetings during the Financial Year 2020-21 on 25[th] May, 2020, 29[th] June, 2020, 11[th] August, 2020, 10[th] November, 2020 and 26[th] March, 2021.

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77th Annual Report

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

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

Sr. Name of Directors No. of Board Meetings Attendance at
No. attended last AGM
1. Mr. R. N. Amin 5 Present
2. Mrs. T. R. Amin 5 Present
3. Mr. V. K. Gulati 5 Present
4. Mr. T. C. Dayal 4 Present
5. Mr. S. S. Bhattbhatt 4 Present
----- End of picture text -----

(d) Meeting of Independent Directors

The Independent Directors of the Company had met during the year on 26[th] March, 2021 to review the performance of Non-independent Directors and the Board as a whole, to review the performance of the Chairman of the Company and to access the efficiency of flow of information between the management and the Board.

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. Organisational 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:

==> picture [381 x 101] intentionally omitted <==

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

Name of Industry Strategic Financial Entrepre- Corporate Project Organi- Integrity
Director Know- Planning Manage- neurship & Governance Manage sational 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
----- End of picture text -----

Note- Each director may possess varied combinations of skills/expertise with in 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.

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.

26

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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 2020-21 on 25[th] May, 2020, 29[th] June, 2020, 11[th] August, 2020, 10[th] November, 2020 and 26[th] March, 2021.

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

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

Sr. No. Name of Member Category No. of Meetings attended
1. Mr. T. C. Dayal Chairman 5
2. Mr. V. K. Gulati Member 5
3. Mr. S. S. Bhattbhatt Member 4
----- End of picture text -----

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 on the website of the Company at web link:

http://jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf

• (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 2020-21 on 25[th] May, 2020 and 26[th] March, 2021.

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

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

Sr. No. Name of Member Category No. of Meetings attended
1. Mr. V. K. Gulati Chairman 2
2. Mr. S. S. Bhatbhatt Member 2
3. Mrs. T. R. Amin Member 2
(iii) Performance evaluation criteria for Independent Directors
----- End of picture text -----

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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77th Annual Report

(c) Remuneration paid to Directors for the Financial Year 2020-21

( ` )

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

Sr. Name of Director Sitting Salary and other Commi- Total
No. Fees Perquisites ssion
1. Mr. R. N. Amin - 13,53,457 - 13,53,457
Chairman & Managing Director
2. Mrs. T. R. Amin 25,000 - - 25,000
3. Mr. V. K. Gulati 25,000 - - 25,000
4. Mr. T. C. Dayal 20,000 - - 20,000
5. Mr. S. S. Bhattbhatt 20,000 - - 20,000
Total 90,000 13,53,457 - 14,43,457
----- End of picture text -----*

*Salary includes arrears of ` 2,78,225/- for the Financial Year 2019-20.

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 had 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 which was approved by shareholders in their meeting held on 30[th] September, 2020.

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, 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.

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• 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.

Three Shareholders’ / Investors’ Grievance & Stakeholders Relationship Committee Meetings were held during the Financial Year 2020-21 on 29[th] June, 2020, 10[th] November, 2020, and 26[th] March, 2021.

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

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

Sr. Name of Member Category No. of Meetings
No. attended
1. Mr. S. S. Bhattbhatt Chairman 3
2. Mr. V. K. Gulati Member 3
3. Mrs. T. R. Amin Member 1
----- End of picture text -----

13 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 as on 31st March, 2021.

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

For the Venue Day and date Time
year
2018 Jyoti Limited
Nanubhai Amin Marg, Industrial Area Thursday, 9.00 a.m.
P.O. Chemical Industries 27 [th] September, 2018 (IST)
Vadodara - 390 003
2019 Jyoti Limited
Nanubhai Amin Marg, Industrial Area Thursday, 9.00 a.m.
P.O. Chemical Industries 28 [th] November, 2019 (IST)
Vadodara - 390 003
2020 Conducted through Video Conference / Wednesday, 10.00 a.m.
Other Audio Visual Means 30 [th] September, 2020 (IST)
----- End of picture text -----

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77th Annual Report

The following Special Resolutions were proposed in the previous three Annual General Meetings.

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

For the Year Resolutions
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 Gulati (DIN: 02127750) as an
Independent Director
3. Re-appointment of Shri Shrikar Shriram Bhattbhatt (DIN: 00144208) as
an Independent Director
2020 1. Alteration of Articles of Association of the Company
----- End of picture text -----

Note :–

1. No Extra Ordinary General Meeting was held during the year.

2. No Resolution was passed through postal ballot during the financial year ended on 31[st] March, 2021 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 weblink: 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.

• (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.

30

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• (vi) The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clause (b) to (i) of sub-regulations (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, stricture imposed on the Company by the Stock Exchanges, 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

7. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the Financial Year 2020-21 forms part of the Annual Report.

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77th 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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----- Start of picture text -----

Day, date and time Thursday, 23 [rd] September, 2021 at 10.00 a.m. (IST)
Mode Through Video Conferencing or other Audio Visual Means
Venue Pursuant to the MCA Circular dated 5 [th] May, 2020 as amended
from time to time, the Company is conducting meeting through
VC/OAVM and therefore, there is no requirement to have a venue
for the AGM.
----- End of picture text -----

(b) Financial Calendar

Financial year is 1[st] April, 2021 to 31[st] March, 2022, Indicative calendar of events for the year 2021-22 (April to March), excluding Extraordinary General Meetings, if any, is as under:

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

Fourth Quarter (year 2020-21) Results 29 [th] June, 2021
First Quarter Results 12 [th] August, 2021
Annual General Meeting 23 [rd] September, 2021
Second Quarter Results October / November, 2021
Third Quarter Results January / February, 2022
----- End of picture text -----

• (c) Book Closure

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

The Company’s Register of Members and 16 [th] September, 2021 to
Share Transfer Books will remain closed for 23 [rd] September, 2021
the purpose of Annual General Meeting. (both days inclusive)
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(d) Dividend

Not Applicable since no dividend is recommended.

(e) Listing on Stock Exchange

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

The Company’s Equity Shares are Address of the Stock Exchange:-
listed on the Stock Exchange located at: Mumbai BSE Ltd. - 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
----- End of picture text -----

Note:- Listing Fees for the financial year 2021-22 is paid to BSE Ltd.

32

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(f) Market Price Data

The Market Price of the Company’s shares traded on the Bombay Stock Exchange during the year 2020-21 was as follows:

Year 2020-21	BSE BSESensex High Low High Low ()<br>()
		Low (`)	High	Low
Month	(`)
April,2020	3.32	2.38	33887.25	27500.79
May,2020	6.72	3.48	32845.48	29968.45
June,2020	9.40	6.72	35706.55	32348.10
July,2020	10.76	8.45	38617.03	34927.20
August,2020	8.61	6.65	40010.17	36911.23
September,2020	7.99	7.00	39359.51	36495.98
October,2020	8.34	6.76	41048.05	38410.20
November,2020	15.29	6.76	44825.37	39334.92
December,2020	17.68	9.60	47896.97	44118.10
January,2021	15.60	10.88	50184.01	46160.46
February,2021	12.50	9.03	52516.76	46433.65
March, 2021	11.95	7.90	51821.84	48236.35

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

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

Performance in comparision to broad-based indices viz., BSE Sensex
18
54000
52000
15
50000
48000 12
46000
BSE
4400042000 9 Jyoti
40000 6
38000
36000 3
34000
32000 0
MONTHS
April May June July Aug Sept Oct Nov Dec Jan Feb March
JYOTI
BSE
----- End of picture text -----

(h) Shareholding Pattern (as on 31[st] March, 2021)

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

Sr. No. of Equity Percentage (%)
No. Category Shares held of
` 10 each
1. Promoters 54,46,503 23.59
2. Friends & Relatives 1,44,295 0.62
3. Mutual Funds & UTI 50 —
4. Banks, F.Is., Insurance Companies 3,07,070 1.33
5. Private Corporate Bodies 1,38,62,721 60.03
6. Indian Public 33,11,168 14.34
7. NRIs/Foreign Companies 20,711 0.09
8. Any Other – Directors 110 —
Total 2,30,92,628 100.00
----- End of picture text -----

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77th Annual Report

The Company has allotted 5963636 equity shares to Rare Asset Reconstruction Limited on 02.05.2018 and accordingly filed listing application to BSE Limited, but the Listing application filed for 5963636 equity shares by the Company to BSE Limited 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 31[st] March, 2021)

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

Category Number of Percentage Number of Percentage
Shareholders % Shares %
1 -- 500 10718 95.75 7,11,872 3.08
501 -- 1000 221 1.97 1,70,867 0.74
1001 -- 2000 112 1.00 1,67,930 0.73
2001 -- 3000 50 0.45 1,23,762 0.54
3001 -- 4000 16 0.14 55,917 0.24
4001 -- 5000 13 0.12 60,351 0.26
5001 -- 10000 24 0.21 1,61,120 0.70
10001 and above 40 0.36 2,16,40,809 93.71
Total 11,194 100 2,30,92,628 100
----- End of picture text -----

(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.

1,66,43,313 Equity Shares of the Company were in dematerialised form as on 31[st] March, 2021 representing 72.07% 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.

(n) List of all credit ratings obtained by the Company along with any revisions thereto: NA

34

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(o) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

• a) Number of complaints filed during the financial year NIL b) Number of complaints disposed off during the financial year NIL c) Number of complaints pending as on end of the financial year NIL

(p) Registrars & Transfer Agent : (For both Physical & Electronic Transfer, etc.) MCS Share Transfer Agent Limited 88, Sampatrao Colony, 1st Floor Neelam Apartment Alkapuri, Vadodara - 390 007 Tel. : 0265-2314757, 2350490 E-mail : mcsltdbaroda@gmail.com

(q) 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 E-mail : devansee@jyoti.com / ashish@jyoti.com 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 31[st] March, 2021. 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, 2021.”

For JYOTI LIMITED

Vadodara 12[th] August, 2021

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

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77th Annual Report

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members, JYOTI LIMITED Vadodara.

We have examined the compliance of conditions of Corporate Governance by Jyoti Limited, for the year ended on 31[st] March, 2021, as per relevant provisions 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 procedure 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 as applicable.

We state that in respect of investor grievances received during the year ended 31[st] March, 2021, no investor grievance is pending against the Company, as per the records maintained by the Company and presented to the 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 12[th] August, 2021 UDIN : 21041506AAAAMB1211

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Management Discussion and Analysis

Industry Structure and Developments

Jyoti Ltd., is a leading engineering ISO-9001:2008 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 75 year-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 maintains adequate and effective internal control systems commensurate with the size and complexity. It also ensures that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles, along with the assets of

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77th Annual Report

the Company being adequately safeguarded against significant misuse or loss. In the opinion of the Management, the Company has adequate internal audit and control systems to ensure that all transactions are authorized, recorded and 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 management and Audit Committee. 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 115.03 crores in the Financial Year 2020-21 as compared to 107.47 crores for the previous year. Company is continuing various corrective measures to reduce the material cost and other overheads. The Company’s EBITDA was 4.35 crores in the Financial Year 2020-21 as compared to (7.19) crores during the previous year. The Profit for the year before exceptional items was at 1.00 crore as compared to Loss of 13.27 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 debt with State Bank of India has been settled and interest is fully waived by the bank. The Company had also 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 ` 17.91 crores for the year ended 31[st] March, 2021 after reversal of SBI interest considered earlier. Accordingly, the same has not been considered for the year ended 31[st] March, 2021. However, interest for the year ended 31[st] March, 2021 has been recognized as “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 Key Financial 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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----- Start of picture text -----

Sr. Particulars FY ended FY ended Explanations
No. 31 [st] March, 31 [st] March,
2021 2020
i Debtors’ Turnover Ratio 0.46 0.35 Ratio shows improvement in view of
overall improvement in operations,
liquidation in inventory & release of
outstanding receivables.
ii Inventory Turnover Ratio 7.15 4.78
iii Interest Coverage Ratio 0.07 -16.46 Ratio shows improvement in view of
improved operations with profits.
iv Current Ratio 0.53 0.57 Not Applicable
v Debt Equity Ratio -1.58 -1.61 Not Applicable
vi Operating Profit Margin (%) 3.78% -6.70% Ratio shows improvement in view of
improved operations with profits.
vii Net Profit Margin (%) 0.42% -11.44%
viii Return on Net Worth (%) 0.16% -3.80%
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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 visit of Senior Executives to the project sites and through digital platform which 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.

The HR Department of the Company has continuously created the awareness of Covid-19 among the employees of the Company through e-mails and has also educated the employees in respect of personal hygiene and precautions which needs to be taken in this situation of pandemic. The company has conducted the interviews through telephone and zoom and meetings through Video Conferencing in order to maintain social distancing which is most essential due to the spread of Covid-19.

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 240 as on 31[st] March, 2021.

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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77th Annual Report

|[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto|Not Applicable||M/s. Insutech Industries Ltd.
Related party as per Section 2(76)
of the Companies Act, 2013.|Sale/purchase/supply of goods
and materials such as starters,
motors, instrument transformers,
control panels, spares, etc. and
availing and rendering of related
services thereof.|From 01.04.2020 to 31.03.2021|The sale, purchase or supply of
goods and materials and availing
and rendering services are made
as and when required on the basis
of merits and on the terms which
are not less favourable to the
Company. Value106.69 lakhs<br>(01.04.2020 to 31.03.2021).|Approved by the Audit Committee<br>of the Board of Directors on<br>25.05.2020 and by the Board of<br>Directors of the Company on<br>25.05.2020|83.92 lakhs|The other details are mentioned in Note No.25(10)of attached Financial Statements for the year ended 31stMarch, 2021
For and on behalf of the Board of Directors
Vadodara
Rahul Amin
12thAugust, 2021
Chairman & Managing Director
(DIN: 00167987)|
|---|---|---|---|---|---|---|---|---|---|
||Not Applicable||M/s. JSL Industries Ltd. Related
party as per Section 2(76) of the
Companies Act, 2013.|Sale/purchase/supply of goods and
materials such as starters, motors,
instrument transformers, control
panels, spares, etc. and availing and
rendering of related services
thereof.|From 01.04.2020 to 31.03.2021.|The sale, purchase or supply of
goods and materials and availing
and rendering services are made as
and when required on the basis of
merits and on the terms which are
not
less favourable
to
the
Company.Value505.48 lakhs<br>(01.04.2020 to 31.03.2021).|Approved by the Audit Committee<br>of the Board of Directors on<br>25.05.2020 and by the Board of<br>Directors of the Company on<br>25.05.2020|471.04 lakhs||
||Not Applicable||Jyoti Sohar Switchgear LLC (JSSL)
Joint Venture as per Section 2(76) of
the Companies Act, 2013.|
Sale of MV HT VCB Panels Switchgear
as per separate Purchase Orders given
by JSSL from time to time.|Till supply of Panels is made as per
terms mentioned in respective
Purchase Orders.|As per Purchase Order given by JSSL
from time to time on mutually agreed
terms.
Value`200.40 lakhs (01.04.2020 to
31.03.2021).|Approved by the Audit Committee of
the Board of Directors on 25.05.2020.|NIL||
||Details of contracts or
arrangements or transactions not
at arm’s length basis:|Details of material contracts or
arrangements or transactions at
arm’s length basis :|(a) Name (s) of the related party
and nature of relationship|(b) Nature of contracts/
arrangements/transactions|(c) Duration of the contracts/
arrangements/transactions|(d) Salient terms of the contracts or
arrangements or transactions
including the value, if any.|(e) Date (s) of approval by the
Board, if any.|(f)
Amount paid as advances, if any.||
||1) |2) ||||||||

40

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Annexure D to the Board's Report

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31[st] March, 2021

[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 online verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company due to current COVID pandemic situation 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 31[st] March, 2021 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 31[st ] March, 2021 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) Regulations, 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;

• (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;

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77th Annual Report

We have also examined compliance with applicable clauses of the following

1. Secretarial Standards issued by the Institute of Company Secretaries of India.

2. 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. During the year no changes took place in the composition of the Board of Directors and the same is 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 those listed below.

1. The Company had received Share Application Money of Rs. 1980 lakhs between June, 2013 to December, 2013 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 14[th] 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 and Rs. 405 lacs during the year 2020-21.

2. Central Bank of India with State Bank of India had filed an application to National Company Law Tribunal, Ahmedabad (NCLT) under Section 7 of the Insolvency and Bankruptcy Code, 2016. Corporate Insolvency Resolution Process (CIRP) had been initiated in respect of the Company vide order dated 12.11.2020 passed by National Company Law Tribunal, (NCLT) Ahmedabad. Against the order passed by the NCLT, Mr. Rahul Amin, Promoter and Managing Director of the Company filed an Appeal in National Company Law Appellate Tribunal, (NCLAT) New Delhi. Pursuant to the debt of Central Bank of India having been acquired by ARC and settlement with SBI, the Hon’ble NCLAT vide its order dated 22[nd] March, 2021 while disposing of the appeal filed by Mr. Rahul Amin has closed the CIRP against the Company. Accordingly all proceedings pending before the NCLT stands closed.

3. Bank of Maharashtra has 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 before NCLT, Ahmedabad Bench.

For, Ravi Kapoor & Associates

Place : Ahmedabad Date : 12[th] August, 2021

Ravi Kapoor Company Secretary in practice FCS No. 2587 C P No.: 2407 UDIN: F002587C000772147

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.

42

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Annexure - A

To, The Members, Jyoti Limited

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

1. 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.

2. 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.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events, etc.

5. 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.

6. 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.

Place : Ahmedabad Date : 12[th] August, 2021

For, Ravi Kapoor & Associates Ravi Kapoor Company Secretary in practice FCS No. 2587 C P No.: 2407 UDIN: F002587C000772147

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77th Annual Report

Annexure E to the Board’s Report

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

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2020-21.

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Sr. No. Name of Director Ratio
(i) Mr. Rahul Amin 3.06:1
(ii) Mrs. Tejal Amin N.A.
(iii) Mr. Tushar Dayal N.A.
(iv) Mr. Vijaykumar Gulati N.A.
(v) Mr. Shrikar Bhattbhatt N.A.
----- End of picture text -----

1. The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2020-21 compared to 2019-20.

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

Remuneration increased of any Director Nil
Remuneration increased of Company Secretary Nil
Remuneration increased of Chief Financial Officer Nil
----- End of picture text -----

1. The percentage increase in the median remuneration of employees in the financial year 202021 compared to 2019-20 is 26.45%.

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

The number of permanent employees on the roll of the Company 31.03.2021 31.03.2020
240 259
----- End of picture text -----

1. 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 increase in the Managerial Remuneration for the financial year 2020-21.

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

44

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==> picture [323 x 561] intentionally omitted <==

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

- - - - - - - - -
Relationship or Manager of the Company, if any Mrs. Tejal Amin, Director of the Company is his wife
- - - - - - - - -
% of Equity Shares held with Director 10,84,100 (6.33%)
Last Employment held - Kishor Pumps Pvt. Ltd. Diamines & Chemicals Ltd. ABB Ltd. Flowmore Ltd. Airon Corporation Calama Pumps Pvt. Ltd. - Worthinton Pumps I. Ltd. ABB India Limited
Age 68 54 53 48 56 35 52 52 50 58
Date of Commence- ment of Employment Since 1979 07/05/1998 05/10/2000 01/09/2008 18/01/2010 02/02/2010 07/01/1998 01/01/1992 18/01/2010 11/07/2015
Qualification & Experience B.E. – Electrical; M.E. 41 Years B.E. – Mechanical 33 Years B.Com. (H) & CS 30 Years B.E.–Electrical 26 Years Diploma –Mechanical 35 Years B.Com., M.Com. & CA 12 Years Diploma – Electrical 29 Years Diploma – Electrical 29 Years B.E. Mech. Engg. 27 Years B.E. Mechanical 33 Years
Remuneration Nature of EmploymentReceived ` Contractual13,53,457 Permanent43,22,400 Permanent30,57,227 Permanent21,55,900 Permanent21,11,000 Permanent19,41,957 Permanent17,44,600 Permanent17,18,800 Permanent15,17,000 Permanent12,52,700
Designation Chairman & Managing Director Chief Operating Officer Vice President (Legal) & Company Secretary Vice President General Manager Chief Financial Officer General Manager General Manager General Manager Sr.Manager
Mukhopadhyay
Name of Employee Rahul N. Amin A. S. Gopalkrishnan Suresh Singhal Paresh Shah R. Sairam Ronak Shah E.V. Subrahmanyam Kalpana Patel J. Mahesh D. Shah Salary includes arrears of Rs. 2,78,225/- for the Financial Year 2019-20.
----- End of picture text -----

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77th 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 31[st] March, 2021, 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 31[st] March, 2021, and its Profit (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 Standalone Financial Statements which indicates that there is continued accumulated losses, total erosion of the Net Worth, Current Liabilities exceeds Current Assets, Liquidity constraint, Inability to comply with the terms of loan agreements, there is an uncertainty about the Company’s ability to continue as a going concern. However, as per Note No.25(17) & 25(18)

• 1) Operating highlights - 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, positive EBITDA, robust cost controls

• 2) Financial restructuring – Debt settlement with State Bank of India and acquisition of total debt of the Company due with Dena Bank and Central Bank of India by Rare Asset Reconstruction Ltd.

• 3) On account of outbreak of COVID-19 pandemic, leading to temporary close-down company's manufacturing facilities and operations, the Company achieved positive EBITDA and Net Profit during the year.

• 4) Considering above, 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.

• 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 ` 1,790.83 lakhs for the year ended on 31st March, 2021, 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 testing of whether the Company will be able to continue meeting its obligations under the financing covenants are important for the going concern assumptions and as such, are significant aspects of our audit. This test or assessment is largely based on the expectations of and the estimates made by management. The expectations and estimates can be influenced by subjective elements such as estimated future cash flows, forecasted results and margins from operations. Estimates are based on assumptions, including expectations regarding future developments in the economy and the market.

In view of below,

• (i) continued accumulated losses, total erosion of the Net Worth, Current Liabilities Exceeds Current Assets, Liquidity constraint;

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

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, Positive EBITDA, 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. and Settlement of Debt with State Bank of India, the Management is very positive about the Company’s viability and optimistic about its future.

Pursuant to the debt of Central Bank of India having been acquired by ARC and settlement with SBI, the Hon’ble NCLAT vide its order dated 22nd March, 2021 while disposing of the appeal filed by Mr. Rahul Amin, Promoter and Managing Director of the Company has closed the Corporate Insolvency Resolution Process against the Company. Accordingly all proceedings pending before the NCLT stands closed.

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.

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Evaluation of uncertain Direct and Indirect Tax positions

Our audit procedures include the following substantive procedures:

Direct Tax & Indirect Tax

• The Company has material uncertain tax positions including matters in dispute which • Obtained understanding of key uncertain tax involves significant judgment to determine the positions; and possible outcome of these disputes. • We along with our internal tax experts - Refer Note 25(3) to the Standalone Financial - Read and analyzed select key

• Statements. correspondences, external legal opinions / consultations by 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.

Responsibility of Management and Those Charge 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, profit (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

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from material 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, 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 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 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 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

1. 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.

2. As required by Section 143(3) of the Act, we report that:

3. 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;

4. 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;

5. 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;

6. 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.

7. 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.

8. f) On the basis of written representations received from the Directors as on 31[st] March, 2021, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31[st] March, 2021, from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013;

9. 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”.

10. 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.

11. 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 14[th] March, 2018 decided to refund the Share Application Money to Promoter Group Entities. The Company is yet to refund balance amount of 1,000 lakhs to Promoter Group Entities.

Vadodara 29[th] June, 2021

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 21041506AAAAKE1282

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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 31[st] March, 2021, 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 31[st] March, 2021 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 Goods & 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 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)
Loan Installments - TDB 36.11 More than 90 days
TOTAL AMOUNT 36.11
----- End of picture text -----

• (b) The Company has overdue amount as on 31[st] March, 2021 on account of installments and interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Bank Guarantee Devolved of ` 35,655.69 lakhs.

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

(` lakhs)
Particulars Period of Default (in days) Amt.
Upto 90 days Above 90 days during the
Year
Interests on Term Loans, WCDL & CC — 6,887.92 6,887.92
Letters of Credit Devolved - Banks — 2,451.70 2,451.70
Installment of Term Loans - Banks 170.66 3,116.59 3,287.25
Installment of Term Loans - TDB — 61.11 61.11
Installment of Term Loans - ARC 1,020.18 19,810.94 20,831.13
Bank Guarantee Devolved - ARC — 2,136.58 2,136.58
TOTAL AMOUNT 1,190.84 34,464.84 35,655.69
----- End of picture text -----

• (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.

• (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.

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• (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.

Vadodara 29[th] June, 2021

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 21041506AAAAKE1282

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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 31[st] March, 2021, 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 Management and Directors of the Company; and (3) provide

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reasonable assurance regarding prevention or timely detection of unauthorized 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 over financial reporting were operating effectively as at 31[st] March, 2021, 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

1. 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.

2. The Company has not provided interest on outstanding Bank Facilities amounting to ` 1,790.83 lakhs for the year ended on 31[st] March, 2021, 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 29[th] June, 2021

Partner M.No. 41506 UDIN: 21041506AAAAKE1282

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BALANCE SHEET as at 31[st] March, 2021

BALANCE SHEET as at 31st March, 2021
Particulars Note No.	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs 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 ) )
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 Current Assets (a) Inventories 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 Non-Current Liabilities (a) Financial Liabilities i) Borrowings 10 (b) Provisions 11 (c) Deferred Tax Liabilities (Net) 25 (11b) (d) Other Non-Current Liabilities 12 Current Liabilities (a) Financial 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.	5,672.25 1,497.63 2.86 93.90 1,143.79 8,410.43 1,128.24 23,197.42 632.52 891.62 1,045.16 26,894.96 35,305.39 2,309.26 (32,519.14) (30,209.88) 11,895.68 640.10 169.87 1,782.50 14,488.15 35,821.55 7,438.61 6,887.92 80.74 798.30 51,027.12 35,305.39

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 29[th] June, 2021 Vadodara

Rahul N. Amin

Chairman & Managing Director Vadodara

Directors Mrs. T. R. Amin

Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29[th] June, 2021

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77th Annual Report

STATEMENT OF PROFIT AND LOSS for the year ended 31[st] March, 2021

STATEMENT OF PROFIT AND LOSS for the year ended 3	1st March, 2021
Particulars Note No.	2020-2021 **lakhs**|2019-2020<br>lakhs
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 25 (20) 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 Value10/-) The accompanying notes are an intergral part of the Financial Statements. 25	11,503.46 544.18 12,047.64 7,096.96 793.42 1,835.02 62.43 816.35 1,343.11 11,947.29 100.35 (158.26) (57.91) - (100.85) 42.94 5.00 47.94 0.19	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)
As per our Report attached of even date For Amin Parikh & Co. Chartered Accountants F.R.N. 100332W CA. Samir R. Parikh Partner M. No. 41506 Vadodara 29thJune, 2021 Suresh Singhal Vice President (Legal) & Company Secretary Vadodara Ronak Shah Chief Financial Officer Vadodara Rahul N. Amin Chairman & Managing Director Vadodara Directors Mrs. T. R. Amin Vadodara Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29thJune, 2021

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STATEMENT OF CHANGES IN EQUITY

A.	Equity Share Capital
	Particulars No. of Shares	` lakhs
	Balance as at 1st April, 2019 2,30,92,628 Changes in equity share capital during FY 2019-2020 - Balance as at 31st March, 2020 2,30,92,628 Balance as at 1stApril, 2020 2,30,92,628 Changes in equity share capital during FY 2020-2021 - Balance as at 31st March, 2021 2,30,92,628	2,309.26 -
		2,309.26
		2,309.26 -
		2,309.26

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 1st April, 2019 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 31st March, 2020 1,405.00 1,673.58 25.00 9,368.12 405.46 45.69 (47,690.25) 127.26 (34,640.14)
Balance as at 1stApril, 2020 1,405.00 1,673.58 25.00 9,368.12 405.46 45.69 (47,690.25) 127.26 (34,640.14) Profit for the period 42.94 - 42.94 Refund during the period (405.00) - - - - - - - (405.00) Addition during the period - 2,478.05 - - - - - - 2,478.05 Other Comprehensive Income - Acturial Gains / (Losses) (OCI) - - - - - - - 5.00 5.00 Transferred to General Reserve - - - - (1.50) 1.50 - - -
Balance as at 31st March, 2021 1,000.00 4,151.63 25.00 9,368.12 403.96 47.19 (47,647.31) 132.26 (32,519.14)

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

Chartered Accountants F.R.N. 100332W

Suresh Singhal

Vice President (Legal) & Company Secretary Vadodara

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

Ronak Shah

Chief Financial Officer Vadodara

Vadodara 29[th] June, 2021

Rahul N. Amin

Chairman & Managing Director Vadodara

Directors

Mrs. T. R. Amin

Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara

29[th] June, 2021

59

77th Annual Report

Notes to the Financial Statements

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

lakhs )( GRAND TOTAL 18,990.90 58.67 - 29.49 19,020.08 11,690.62 869.99 16.55 26.98 12,550.18 7,300.28 6,469.90 19,020.08 23.70 - 27.57 19,016.21 12,550.18 799.46 16.90 25.43 13,341.11 6,469.90 5,675.11<br>359.87 - - - 359.87 351.17 2.98 - - 354.15 8.70 5.72 359.87 - - - 359.87 354.15 2.86 - - 357.01 5.72 2.86<br>ASSETS Software Licences<br>INTANGIBLE<br>- -<br> 16.55 lakhs)<br>
TOTAL 18,631.03 58.67 29.49 18,660.21 11,339.45 867.01 16.55 26.98 12,196.03 7,291.58 6,464.18 18,660.21 23.70 27.57 18,656.34 12,196.03 796.59 16.90 25.43 12,984.10 6,464.18 5,672.25
ASSETS
TANGIBLE
153.53 - - - 153.53 105.81 13.11 - - 118.92 47.72 34.61 153.53 - - - 153.53 118.92 12.36 - - 131.28 34.61 22.25
Electrical Installation
738.06 29.55 - 1.73 765.88 698.92 13.04 - 0.60 711.36 39.14 54.52 765.88 5.05 - 0.40 770.53 711.36 14.64 - 0.17 725.83 54.52 44.70 ` 16.90 lakhs (Previous Year
Office
Equipments
343.21 2.92 - 27.41 318.72 156.55 33.76 - 26.04 164.27 186.66 154.45 318.72 - - 0.56 318.16 164.27 30.64 - 0.47 194.44 154.45 123.72
Vehicles
333.50 0.12 - 0.35 333.27 280.08 23.25 - 0.34 302.99 53.42 30.28 333.27 - - - 333.27 302.99 12.69 - - 315.68 30.28 17.59
Fixture
Furniture &
R & D 1,818.77 - - - 1,818.77 845.76 68.27 - - 914.03 973.01 904.74 1,818.77 - - - 1,818.77 914.03 144.41 - - 1,058.43 904.74 760.33
Equipments
TANGIBLE ASSETS Plant & 11,254.60 7.04 - - 11,261.64 8,189.95 638.53 16.55 - 8,845.03 3,064.65 2,416.61 11,261.64 18.65 - 26.61 11,253.68 8,845.03 505.32 16.90 24.79 9,342.46 2,416.61 1,911.21
Equipments
3,092.34 9.41 - - 3,101.75 1,062.38 77.05 - - 1,139.43 2,029.96 1,962.32 3,101.75 - - - 3,101.75 1,139.43 76.53 - - 1,215.96 1,962.32 1,885.79
Buildings
897.02 9.63 - - 906.65 - - - - - 897.02 906.65 906.65 - - - 906.65 - - - - - 906.65 906.65
Land
Freehold
20 19 20 20 21 20 21 20 21
20
Part of the Land is given on long term lease. See Note No.25 (1) ( 1.6 ) ( v ) Adjustments includes provision for impairment of assets amounting to
March, 20 March, 20 March, 20 March, 2019 March, 20 March, 20 March, 20 March, 20 March, 20 March, 20
March, 2019 st st st st st March, 20 st st st st st
st st 1) * 2)
PARTICULARS
Note 1 : Property, Plant and Equipment GROSS BLOCK As at 31 Additions Assets Held for Disposal Deductions / Amortisation As at 31 DEPRECIATION As at 31 For the year Assets Held for Disposal Deductions / Amortisation As at 31 NET BLOCK As at 31 As at 31 GROSS BLOCK As at 31 Additions Assets Held for Disposal Deductions / Amortisation As at 31 DEPRECIATION As at 31 For the year Assets Held for Disposal Deductions / Amortisation As at 31 NET BLOCK As at 31 As at 31 Note :
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Notes to the Financial Statements

Notes to the Financial Statements	Notes to the Financial Statements	Notes to the Financial Statements
Nos. Face As at As at Value 31-03-2021 31-03-2020 <br>** lakhs** `lakhs
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 @ 4,90,000 (RO) 1 B Others Investment in Equity Instruments [1] Quoted : MPIL Corporation Ltd. 2 10 Mather & Platt Fire Systems Ltd. 0 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 [2] Unquoted : S & S Power Switchgear Ltd. 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>**Total Investments**<br>a)<br>Aggregate amount of Quoted Investments<br>(Market value of34.00 lakhs (Previous year`24.41 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 0.02 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 1.64 93.90 3.76 90.14 93.90 0.02	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
		1.64
		93.89
		3.75 90.14
		93.89 0.03

@ 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 Financial Statements

Notes to the Financial Statements
	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 3 - Other Non-Current Assets Unsecured, Considered Good Capital Advances Security Deposits Advance payments and MAT credit of Income Tax (net of provisions1,124.33L (Previous Year1,124.33L)) Note 4 - Inventories (Valued at lower of cost or net realisable value) (Refer Note No.25(1)(1.8)) Raw Materials and Components Work-in-Progress Finished Goods Note 5 - Trade Receivables Unsecured, Considered Good Considered Good Less: Provision for Doubtful Trade Receivables Note 6 - Cash and Cash Equivalents Balance in Current Account with Banks Cash on hand Note 7 - Other Bank Balances Unclaimed Dividend Accounts Margin Money Deposits with Banks (Due within 12 months578.74L (Previous Year625.01L))	8.33 71.92 1,063.54 1,143.79 694.33 402.09 31.82 1,128.24 29,616.12 6,418.70 23,197.42 620.67 11.85 632.52 2.06 889.56 891.62	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

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

Note 8 - Other Current Assets Unsecured, Considered Good 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	463.39 176.18 75.16 122.09 22.26 186.08 1,045.16	461.91 154.33 79.09 158.03 32.56 192.09
		1,078.01

62

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Notes to the Financial Statements

Notes to the Financial Statements
	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 9 - Equity Share Capital a) The Company has only one class of shares referred to as equity shares having a par value of10/-<br>**Authorised**<br>2,50,00,000 (31stMarch,2020: 2,50,00,000 )<br>Equity Shares of10 each Issued, Subscribed and Paid Up 2,30,92,628 (31stMarch,2020: 2,30,92,628) Equity Shares of`10 each fully paid	2,500.00 2,500.00 2,309.26 2,309.26	2,500.00
		2,500.00
		2,309.26
		2,309.26

• b) Reconciliation of the number of shares outstanding and amount at the beginning and at the end of the reporting period :

of the reporting period :
Particulars	As at 31-03-2021 As at 31-03-2020
	No. **lakhs**<br>No.<br>lakhs
Equity Shares of`10 At the beginning of the period Issued during the period	2,30,92,628 2,309.26 2,30,92,628 2,309.26 - - - -
Outstandingat the end of theperiod	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 31-03-2021 As at 31-03-2020
	No. of % of No. of % of Shares Holding Shares Holding held held
1. Rare Asset Reconstruction Ltd. 2. Finquest Financial Solutions Pvt Ltd. 3. Insutech Industries Ltd. 4. Anjani Residency Pvt. Ltd. 5. Naysaa Securities Limited 6. Filmquest Entertainment Pvt. Ltd.	59,63,636 25.82 59,63,636 25.82 25,52,443 11.05 21,77,700 9.43 23,37,654 10.12 23,37,654 10.12 20,04,896 8.68 20,04,896 8.68 12,50,000 5.41 12,50,000 5.41 11,67,692 5.06 14,93,000 6.47

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Notes to the Financial Statements

Notes to the Financial Statements
	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 10 - Non-Current Liabilities Borrowings Term Loans (Secured): From Banks From Asset Reconstruction Company Notes :-	679.17 11,216.51 11,895.68	2,000.16 15,815.35
		17,815.51

• 1) a) 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 .

• b) 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 loan from Technology Development Board 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	640.10	643.52
	640.10	643.52
Note 12 - Other Non-Current Liabilities
Advances from Customers	1,782.50	1,972.44
	1,782.50	1,972.44
Note 13 - Current Liabilities
Borrowings
Loans payable on demand (Secured) :
From Banks	4,173.70	5,706.97
(Including Due but not paid2,451.70L (P/Y2,454.63L))
Term Loans (Secured):
From Banks	4,047.92	5,325.55
(Including Due but not paid3,287.25L (P/Y 4,398.92L))
From Technology Development Board	61.11	97.22
(Including Due but not paid61.11L (P/Y 97.22L))
From Asset Reconstruction Company	27,538.82	22,943.31
(Including Due but not paid22,967.71L (P/Y 18,889.21L))
Term Loans (Unsecured):
From Others - ICD (Unsecured)	-	225.00
	35,821.55	34,298.05

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 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
		620.73 7,958.51
		8,579.24
		7,878.50
		7,878.50
		73.70
		73.70
		723.47 8.67 163.39

65

77th Annual Report

Notes to the Financial Statements

Notes to the Financial Statements
	2020-2021 **lakhs**|2019-2020<br> lakhs
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 and H.T. Circuit Breakers Relays Components, Spares and Others Details of Services Rendered Miscellaneous Sevices Note 19 - Other Income Interest on Fixed Deposits and Others Income from Investments (Gross) - Dividend Profit/(Loss) on Sale of Fixed Assets (Net) Other Non-Operating Income Note 20 - Cost of Material and Components Consumed Inventory at the beginning of the year Add : Purchases / Works Contract Service Expenses Less : Inventory at the end of the year	10,604.70 507.63 11,112.33 391.13 391.13 11,503.46 4,448.10 817.82 244.69 3,013.94 174.68 1,905.47 10,604.70 507.63 11,112.33 48.00 482.39 4.60 9.19 544.18 750.91 7,040.38 7,791.29 694.33 7,096.96	9,394.51 229.13
		9,623.64
		1,122.92
		1,122.92
		10,746.56
		3,776.14 855.03 93.19 2,327.23 306.61 2,036.30
		9,394.51 229.13
		9,623.64
		111.42 192.15 2.19 49.57
		355.33
		900.62 7,357.49
		8,258.11 750.91
		7,507.20

66

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Notes to the Financial Statements

Notes to the Financial Statements
	2020-2021 **lakhs**|2019-2020<br> lakhs
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 Note 22 - Employee Benefits Expense Salaries and Wages Contribution to Provident and Other Funds Staff Welfare Expense Note 23 - Finance Costs Interest Please refer Note No.25(19).	1,134.95 92.38 1,227.33 402.09 31.82 433.91 793.42 1,622.69 151.33 61.00 1,835.02 62.43 62.43	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

67

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Notes to the Financial Statements

Notes to the Financial Statements
	2020-2021 **lakhs**|2019-2020<br> lakhs
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	14.71 64.29 13.13 16.19 68.67 51.24 26.52 44.85 5.69 13.35 43.60 21.39 121.65 8.88 221.35 37.17 0.90 3.97 487.78 77.79 (0.01) 1,343.11 5.20 1.50 1.45 - 0.73 8.88	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

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NOTES TO THE FINANCIAL STATEMENTS for the year ended 31[st] March, 2021.

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 29[th] June, 2021.

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 31[st] March, 2021 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.

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77th 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. 1[st] 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.

70

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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.

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77th Annual Report

				(`lakhs)
			2020-2021	2019-2020
2.	Estimated value of Capital contracts yet to be		12.33	16.62
	executed and not provided
3.	Contingent Liability to the extent not provided for :
	(a) Bills/Cheques discounted with scheduled banks		15.20	750.69
	(b) Income Tax		206.83	336.44
	(c) Service Tax / Excise Duty		303.50	303.50
	(d) Interest not provided on bank borrowings (**)		1,790.83	5,718.62
	(e) Claims against the Company/disputed liabilities	not	773.09	198.99
	acknowledged as debts
	(**) Refer Note No.19
4.	Earning Per Share		2020-2021	2019-2020
	Profit/(Loss) after Tax available for	(A)	42.94	(1,211.81)
	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)	0.19	(5.25)
	Face value of`10 per share
5.	Research and Development Expenditure
	Particulars			(`lakhs)
	Material Consumption			1.24
	Salaries, Wages, Bonus, Gratuity and Other Benefits			63.28
	Contribution to Provident and Other Funds			8.10
	Power and Fuel			0.92
	Other			31.44
	Total			104.98

6. Net Profit on account of foreign exchange fluctuation 0.90 lakhs (Previous Year Net Profit of 0.97 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.

(` lakhs)

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

Particulars As at As at
31-03-2021 31-03-2020
(a) The Principal amount and the interest due thereon 534.63 620.73
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.
----- End of picture text -----

8. Defined Benefit Plans – As per Actuarial valuation

(` lakhs)

Defined Benefit Plans – As per Actuarial valuation		(`lakhs)
Particulars	**Gratuity **	Funded As at
	31-03-2021	31-03-2020
Expenses recognized in the Statement of Profit
& Loss for the year ended 31st March, 2021
Current Service Cost	27.76	30.79
Interest Cost	39.65	40.43
Employer Contributions	---	---
Expected Return on Plan Assets	(1.90)	(2.64)
Net Acturial (Gains) / Losses	---	---
Past Service Cost	---	---
Settlement Cost	---	---
Total Expenses	65.51	68.58
Expense recognized in the Statement of
Other Comprehensive Income
Components of Actuarial (Gains) / Losses on obligations	(3.80)	15.52
Returned on plan assets excluding amounts included
in Interest Income	(1.20)	2.21
Total Other Comprehensive Income	(5.00)	17.73

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77th Annual Report

Particulars	**Gratuity **	Funded As at
	31-03-2021	31-03-2020
Net Asset / (Liability) recognised in the
Financial Statement as at 31st March, 2021
Present Value of Defined Benefit Obligation
as at 31stMarch, 2021	559.21	575.47
Fair Value of plan assets as at 31stMarch, 2021	27.92	27.53
Funded status[Surplus /(Deficit) ]	(531.29)	(547.94)
Net Asset / (Liability) as at 31st March, 2021	(531.29)	(547.94)
Change in Obligation during the
Year ended on 31st March, 2021
Present Value of Defined Benefit Obligation
at beginning of the year	547.94	485.17
Current Service Cost	27.76	30.79
Interest Cost	37.75	37.79
Settlement Cost	---	---
Past Service Cost	---	---
Employer Contributions	---	---
Acturial (Gains) / Losses	(5.00)	17.73
Benefits Payments	(77.16)	(23.54)
Present Value of Defined Benefit Obligation
at the end of theyear	531.29	547.94
Actuarial Assumptions
Discount Rate	6.87%	6.89%
Expected rate of return on plan assets	6.87%	6.89%
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 Chief Financial Officer Vice President (Legal) & Company Secretary

• :

• Mr. Rahul Nanubhai Amin

• • Mr. Ronak Shah - Mr. Suresh Singhal

• (g) Relative of Key Managerial Personnel : Non-Executive Director -

• Mrs. Tejal Rahul Amin

• (h) Transactions with Related Parties during the year 2020-21

(` lakhs)

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

Nature of Transactions Other Related Joint Venture Key Managerial
Parties Personnel
Purchases 586.73 — —
(416.31 ) (—) (—)
Sales / Others 25.44 200.40 —
(25.53 ) (125.95) (—)
Managerial Remuneration — — 13.78
/ Sitting fees/ Others (— ) (—) (19.56)
Salary & Perquisites — — 50.00
(— ) (—) (58.29)
Outstandings
- Payables 0.02 — —
(23.07) (—) (—)
- Receivables 8.18 2.64 —
(3.22) (2.58) (—)
----- End of picture text -----*

• This includes arrears of ` 2.78 lakhs for the year 2019-20.

11. Net Deferred Tax Liability / (Asset) of ` (100.85) 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
	31-03-2021	31-03-2020
	(**lakhs)**|(lakhs)
Deferred Tax Liability	(99.98)	(102.25)
Less : Deferred Tax Assets	(0.87)	(12.76)
Deferred Tax Expense for the year	(100.85)	(115.01)

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77th 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)	(38.01) 511.50 473.49 303.62 169.87	61.97 512.37
		574.34 303.62
		270.72

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 18.94

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

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

14. There is no amount due and outstanding to be credited to Investor Education & Protection Fund as at 31[st] March, 2021, except dividend amounting to ` 6.67 lakhs, which is subjudice.

15. In Compliance with terms and conditions of letter of approval dated 28[th] 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 14[th] March, 2018, decided to refund the Share Application Money to the Promoter Group Entities. The Company is yet to refund balance amount of 1,000 lakhs to Promoter Group Entities.

16. Central Bank of India with State Bank of India had filed an application to National Company Law Tribunal, Ahmedabad (NCLT) under Section 7 of the Insolvency and Bankruptcy Code, 2016. Corporate Insolvency Resolution Process (CIRP) had been initiated in respect of the Company vide order dated 12.11.2020 passed by National Company Law Tribunal, (NCLT) Ahmedabad. Against the order passed by the NCLT, Mr. Rahul Amin, promoter and Managing Director of the Company filed an Appeal in National Company Law Appellate Tribunal, (NCLAT) New Delhi. Pursuant to the debt of Central Bank of India having been acquired by ARC and settlement with SBI, the Hon’ble NCLAT vide its order dated 22nd March, 2021 while disposing of the appeal filed by Mr. Rahul Amin has closed the CIRP against the Company. Accordingly all proceedings pending before the NCLT stands closed.

17. Going Concern:

• (a) Operating highlights - 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, positive EBITDA, robust cost controls

• (b) Financial restructuring – Debt settlement with State Bank of India and acquisition of total debt of the Company due with Dena Bank and Central Bank of India by Rare Asset Reconstruction Ltd.

• (c) Considering above, the Management is very positive about the Company’s viability and optimistic about its future.

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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.

18. On account of the outbreak of COVID-19 pandemic, the Government of India had imposed a nation-wide lockdown in the month of March 2020 leading to temporary close-down Company’s manufacturing facilities and operations. Since then the respective Governments has progressively relaxed lockdown conditions and has allowed industries and business to resume operations and the Company has commenced its operations from early May 2020. In spite of the second phase of COVID-19 conditions having recorded for a part of the year, the Company achieved positive EBITDA and Net Profit during the year. The Management believes that it has taken into account all the 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 the Company’s liquidity and going concern. The Company will continue to monitor any material changes to 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-Performing Asset with all banks from December, 2015 onwards. The debt with State Bank of India has been settled and interest is fully waived by the bank. The Company had also 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 1,790.83 lakhs for the year ended 31[st] March, 2021 after reversal of SBI interest considered earlier ( 5,718.62 lakhs for the previous year ended 31[st] March, 2020). Accordingly, the same has not been considered for the year ended 31[st] March, 2021. However, interest for the year ended 31[st] March, 2021 has been recognized as “contingent liability” in the Financial Statements.

20. Exceptional Item of ` 158.26 lakhs is net off waiver of interest after adjusting capital work in progress.

21. Repayment Schedule of Bank Loans and Others:

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

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
----- End of picture text -----

As on 31[st] March, 2021, the overdue amount on account of interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Installment of Term Loan was ` 35,655.69 lakhs.

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

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77th Annual Report

77th Annual Report	77th Annual Report	77th 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)<br>Raw Materials<br>**33.87**<br>(28.65)<br>**ii)**<br>**Expenditure in Foreign Currencies**<br>(lakhs) Travelling Expenses - (5.36) Others 0.32 (3.48) iii) Raw Materials Consumed (lakhs)<br>% to Total<br>Consumption<br>a)<br>Imported<br>**42.73**<br>**0.60**<br>(50.91)<br>(0.68)<br>b)<br>Indigenous<br>**7,054.24**<br>**99.40**<br>(7,456.29 )<br>(99.32)<br>**7,096.97**<br>**100.00**<br>(7,507.20)<br>(100.00)<br>**iv)**<br>**Earnings in Foreign Exchange**<br>(lakhs) a) F.O.B Value of Exports 248.61 (160.30) b) Dividend 482.34 (192.09) v) Stores Consumed (`lakhs) a) Imported - ( - ) b) Indigenous 14.71 (27.66)
		0.60 (0.68) 99.40 (99.32)
		100.00 (100.00) (`lakhs)
		248.61 (160.30) 482.34 (192.09) (`lakhs)
		- ( - ) 14.71 (27.66)

(Previous Year’s figures are shown in brackets)

As per our Report attached of even date For Amin Parikh & Co. Chartered Accountants F.R.N. 100332W CA. Samir R. Parikh Partner M. No. 41506

Suresh Singhal

Vice President (Legal) & Company Secretary Vadodara

Ronak Shah

Chief Financial Officer Vadodara

Vadodara 29[th] June, 2021

Rahul N. Amin

Chairman & Managing Director Vadodara Directors Mrs. T. R. Amin Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29[th] June, 2021

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Standalone Cash Flow Statement for the year ended 31[st] March, 2021.

|Particulars|For the Year
Ended 31st
March,2021
(Audited)
lakhs**|For the Year<br>Ended 31st<br>March,2020<br>(Audited)<br>lakhs|
|---|---|---|
|A.
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax and non-recurring items :
Adjustments for
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
Movement in Working Capital
1.
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)|(57.91)
816.35
62.43
(48.00)
(482.39)
(4.60)
487.78
158.26
-
989.83
931.92
2,634.10
850.01
(1,419.18)
2,064.93
2,996.85
286.87
3,283.72|(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|

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77th Annual Report

|Particulars|For the Year
Ended 31st
March,2021
(Audited)
lakhs**|For the Year<br>Ended 31st<br>March,2020<br>(Audited)<br>lakhs|
|---|---|---|
|B.
CASH FLOW FROM INVESTING ACTIVITIES
1.
Purchase of Fixed Assets
(23.70)
2.
Proceeds from Sale of Fixed Assets
6.75
3.
Investments
(0.01)
4.
Interest Received
48.00
5.
Dividend Received
482.39
NET CASH UTILISED IN INVESTING ACTIVITIES (B)
513.43
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
2,478.05
(d)
Refund of Share Application Money
(405.00)
2
Proceeds from Borrowings (Net)
(4,396.32)
3
Interest (Net)
(1,053.01)
NET CASH GENERATED IN FINANCIAL ACTIVITIES (C)
(3,376.28)
NET INCREASE / (DECREASE) IN CASH AND
CASH EQUIVALENTS (A + B + C)
420.87
Cash and Cash Equivalents as at 01/04/2020
211.65
Cash and Cash Equivalents as at 31/03/2021
632.52
Notes : i) Previous Year figures are regrouped wherever necessary.
ii) Figures in brackets indicate negative figures.*
Nominal Value||(58.67)
4.70
30.07
111.42
192.15|
|||279.67|
|||-
-
-
-
(352.48)
(76.01)|
|||(428.49)|
|||114.97
96.68
211.65|

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

Chief Financial Officer Vadodara

Vadodara 29[th] June, 2021

Rahul N. Amin

Chairman & Managing Director Vadodara

Directors Mrs. T. R. Amin

Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29[th] June, 2021

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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 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 31[st ] March, 2021, available Financial Statements of Joint Venture up to 31[st] December, 2020 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 31[st] March, 2021, 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 Consolidated Financial Statements which indicates that there is continued accumulated losses, total erosion of the Net Worth, Current Liabilities exceeds Current Assets, Liquidity constraint, Inability to comply with the terms of loan agreements, there is an uncertainty about the Company’s ability to continue as a going concern. However, as per Note No.25(17) & 25(18)

• 1) Operating highlights - 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, positive EBITDA, robust cost controls

• 2) Financial restructuring – Debt settlement with State Bank of India and acquisition of total debt of the Company due with Dena Bank and Central Bank of India by Rare Asset Reconstruction Ltd.

• 3) On account of the outbreak of COVID-19 pandemic, leading to temporary close-down Company's manufacturing facilities and operations, the Company achieved positive EBITDA and Net Profit during the year.

• 4) Considering above, the Management is very positive about the Company’s viability and optimistic about its future.

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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.

• 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 Ind AS Financial Statements which indicates that, the Company has not provided interest on outstanding Bank Facilities amounting to ` 1,790.83 lakhs for the year ended on 31[st] March, 2021, 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 testing of whether the Company will be able to continue meeting its obligations under the financing covenants are important for the going concern assumptions and as such, are significant aspects of our audit. This test or assessment is largely based on the expectations of and the estimates made by the Management. The expectations and estimates can be influenced by subjective elements such as estimated future cash flows, forecasted results and margins from operations. Estimates are based on assumptions, including expectations regarding future developments in the economy and the market.

In view of below,

• (i) continued accumulated losses, total erosion of the Net Worth, Current Liabilities Exceeds Current Assets, Liquidity constraint;

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

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, positive EBITDA, 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., and Settlement of Debt with State Bank of India, the Management is very positive about the Company’s viability and optimistic about its future.

Pursuant to the debt of Central Bank of India having been acquired by ARC and settlement with SBI, the Hon’ble NCLAT vide its order dated 22[nd] March, 2021 while disposing of the appeal filed by Mr. Rahul Amin, Promoter and Managing Director of the Company has closed the Corporate Insolvency Resolution Process against the Company. Accordingly all proceedings pending before the NCLT stands closed.

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.

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Evaluation of uncertain Direct and Indirect Tax positions

Direct Tax & Indirect Tax

The Company has material uncertain 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 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.

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.

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 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.

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77th Annual Report

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, 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 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. 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.

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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 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 31[st] December, 2020 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. 1[st] January, 2021 to 31[st] March, 2021 of Joint Venture on the Consolidated Financial Statements as at 31[st] March, 2021.

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

1. As required by Section 143(3) of the Act, based on our audit, we report to the extent applicable, that:

2. 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;

3. 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;

4. 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.

5. 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.

6. 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;

7. 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 31[st ] March, 2021 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 31[st ] March, 2021 from being appointed as a Director in terms of Section 164(2) of the Act.

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• g) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and its Group Companies incorporated 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 14[th] March, 2018, decided to refund the Share Application Money to Promoter Group Entities. The Company is yet to refund balance amount of 1,000 lakhs to Promoter Group Entities.

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

Vadodara 29[th] June, 2021

CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 21041506AAAAKF7333

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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, 2021, 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 judgment, 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

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

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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 31[st] March, 2021, 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

1. 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.

2. The Company has not provided interest on outstanding Bank Facilities amounting to ` 1,790.83 lakhs for the year ended on 31[st] March, 2021, 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 29[th] June, 2021

For AMIN PARIKH & CO. Chartered Accountants Firm Reg. No. 100332W CA SAMIR R. PARIKH Partner M.No. 41506 UDIN: 21041506AAAAKF7333

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CONSOLIDATED BALANCE SHEET as at 31[st] March, 2021

CONSOLIDATED BALANCE SHEET as at 31st March, 2021
Particulars Note No.	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs 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 ) )
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 Current Assets (a) Inventories 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 Non-Current Liabilities (a) Financial Liabilities i) Borrowings 10 (b) Provisions 11 (c) Deferred Tax Liabilities (Net) 25 (11b) (d) Other Non-Current Liabilities 12 Current Liabilities (a) Financial 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.	5,672.25 1,497.63 2.86 1,008.25 1,143.79 9,324.78 1,128.24 23,197.42 632.52 891.62 1,045.16 26,894.96 36,219.74 2,309.26 (31,604.79) (29,295.53) 11,895.68 640.10 169.87 1,782.50 14,488.15 35,821.55 7,438.61 6,887.92 80.74 798.30 51,027.12 36,219.74

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 29[th] June, 2021 Vadodara

Rahul N. Amin

Chairman & Managing Director

Vadodara

Directors

Mrs. T. R. Amin Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29[th] June, 2021

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the year ended 31[st] March, 2021

|Note No.|2020-2021
**lakhs**|2019-2020<br>lakhs|
|---|---|---|
|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
25 (20)
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
Actuarial Gain / (Loss) on Employee Benefits
Total Comprehensive Income
Earning per Share (Basic & Diluted) (in) (Face Value10/-)
The accompanying notes are an intergral
part of the Financial Statements.
25|11,503.46
544.18
12,047.64
7,096.96
793.42
1,835.02
62.43
816.35
1,343.11
11,947.29
100.35
(158.26)
(395.92)
(453.83)
-
(100.85)
(352.98)
5.00
(347.98)
(1.53)|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)|

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 29[th] June, 2021 Vadodara

Rahul N. Amin

Chairman & Managing Director Vadodara

Directors Mrs. T. R. Amin Vadodara Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29[th] June, 2021

90

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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 1st April, 2019 2,30,92,628 Changes in equity share capital during FY 2019-2020 - Balance as at 31st March, 2020 2,30,92,628 Balance as at 1stApril, 2020 2,30,92,628 Changes in equity share capital during FY 2020-2021 - Balance as at 31st March, 2021 2,30,92,628 Other Equity			2,309.26 -
				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 1st April, 2019 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 31st March, 2020 1,405.00 1,673.58 25.00 9,368.12 405.46 45.69 5.14 (46,381.31) 127.26 (33,326.07)
Balance as at 1stApril, 2020 1,405.00 1,673.58 25.00 9,368.12 405.46 45.69 5.14 (46,381.31) 127.26 (33,326.07) Profit for the period - - - - - - - (352.98) - (352.98) Refund during the period (405.00) - - - - - - - - (405.00) Addition during the period - 2,478.05 - - - - - - - 2,478.05 Other Comprehensive Income - Acturial Gains / (Losses) (OCI) - - - - - - - - 5.00 5.00 Foreign Currency (3.80) (3.80) Translation Reserve Transferred to General Reserve - - - - (1.50) 1.50 - - - -
Balance as at 31st March, 2021 1,000.00 4,151.63 25.00 9,368.12 403.96 47.19 1.34 (46,734.29) 132.26 (31,604.79)

As per our Report attached of even date

For Amin Parikh & Co.

Chartered Accountants F.R.N. 100332W

Suresh Singhal

Vice President (Legal) & Company Secretary Vadodara

CA. Samir R. Parikh

Partner

M. No. 41506

Ronak Shah

Chief Financial Officer Vadodara

Vadodara 29[th] June, 2021

Rahul N. Amin

Chairman & Managing Director Vadodara

Directors

Mrs. T. R. Amin

Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara

29[th] June, 2021

91

77th Annual Report

Notes to the Consolidated Financial Statements

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

lakhs )( GRAND TOTAL 18,990.90 58.67 - 29.49 19,020.08 11,690.62 869.99 16.55 26.98 12,550.18 7,300.28 6,469.90 19,020.08 23.70 - 27.57 19,016.21 12,550.18 799.46 16.90 25.43 13,341.11 6,469.90 5,675.11<br>359.87 - - - 359.87 351.17 2.98 - - 354.15 8.70 5.72 359.87 - - - 359.87 354.15 2.86 - - 357.01 5.72 2.86<br>ASSETS Software Licences<br>INTANGIBLE<br>- -<br> 16.55 lakhs)<br>
TOTAL ASSETS 18,631.03 58.67 29.49 18,660.21 11,339.45 867.01 16.55 26.98 12,196.03 7,291.58 6,464.18 18,660.21 23.70 27.57 18,656.34 12,196.03 796.59 16.90 25.43 12,984.10 6,464.18 5,672.25
TANGIBLE
153.53 - - - 153.53 105.81 13.11 - - 118.92 47.72 34.61 153.53 - - - 153.53 118.92 12.36 - - 131.28 34.61 22.25
Electrical Installation
738.06 29.55 - 1.73 765.88 698.92 13.04 - 0.60 711.36 39.14 54.52 765.88 5.05 - 0.40 770.53 711.36 14.64 - 0.17 725.83 54.52 44.70 ` 16.90 lakhs (Previous Year
Office
Equipments
343.21 2.92 - 27.41 318.72 156.55 33.76 - 26.04 164.27 186.66 154.45 318.72 - - 0.56 318.16 164.27 30.64 - 0.47 194.44 154.45 123.72
Vehicles
333.50 0.12 - 0.35 333.27 280.08 23.25 - 0.34 302.99 53.42 30.28 333.27 - - - 333.27 302.99 12.69 - - 315.68 30.28 17.59
Fixture
Furniture &
R & D 1,818.77 - - - 1,818.77 845.76 68.27 - - 914.03 973.01 904.74 1,818.77 - - - 1,818.77 914.03 144.41 - - 1,058.43 904.74 760.33
Equipments
TANGIBLE ASSETS Plant & 11,254.60 7.04 - - 11,261.64 8,189.95 638.53 16.55 - 8,845.03 3,064.65 2,416.61 11,261.64 18.65 - 26.61 11,253.68 8,845.03 505.32 16.90 24.79 9,342.46 2,416.61 1,911.21
Equipments
3,092.34 9.41 - - 3,101.75 1,062.38 77.05 - - 1,139.43 2,029.96 1,962.32 3,101.75 - - - 3,101.75 1,139.43 76.53 - - 1,215.96 1,962.32 1,885.79
Buildings
897.02 9.63 - - 906.65 - - - - - 897.02 906.65 906.65 - - - 906.65 - - - - - 906.65 906.65
Land
Freehold
Part of the Land is given on long term lease. See Note No.25 (1) ( 1.6 ) ( v ) Adjustments includes provision for impairment of assets amounting to
March, 2019st March, 2020st March, 2019st March, 2020st March, 2019st March, 2020st March, 2020st March, 2021st March, 2020st March, 2021st March, 2020st March, 2021st 1) * 2)
PARTICULARS
Note 1 : Property, Plant and Equipment GROSS BLOCK As at 31 Additions Assets Held for Disposal Deductions / Amortisation As at 31 DEPRECIATION As at 31 For the year Assets Held for Disposal Deductions / Amortisation As at 31 NET BLOCK As at 31 As at 31 GROSS BLOCK As at 31 Additions Assets Held for Disposal Deductions / Amortisation As at 31 DEPRECIATION As at 31 For the year Assets Held for Disposal Deductions / Amortisation As at 31 NET BLOCK As at 31 As at 31 Note :
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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
Nos. Face As at As at Value 31-03-2021 31-03-2020 <br>** lakhs** `lakhs
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. 0 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 [2] Unquoted : S & S Power Switchgear Ltd. 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>**Total Investments**<br>a)<br>Aggregate amount of Quoted Investments<br>(Market value of34.00 lakhs) (Previous Year`24.41 lakhs) b) Aggregate amount of Unquoted Investments Aggregate provision for diminution in value of investments	3.37 1,400.80 (395.92) (3.80) 1,001.08 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 1.64 1,008.25 3.76 1,004.49 1,008.25 0.02	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

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

• Nominal value

93

77th Annual Report

Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 3 - Other Non-Current Assets Unsecured, Considered Good Capital Advances 8.33 0.84 Security Deposits 71.92 67.73 Advance payments and MAT credit of Income Tax 1,063.54 1,350.03 (net of provisions1,124.33L (Previous Year1,124.33L)) 1,143.79 1,418.60 Note 4 - Inventories (Valued at lower of cost or net realisable value) (Refer Note No.25(1)(1.8)) Raw Materials and Components 694.33 750.91 Work-in-Progress 402.09 1,134.95 Finished Goods 31.82 92.38 1,128.24 1,978.24 Note 5 - Trade Receivables Unsecured, Considered Good Considered Good 29,616.12 31,747.70 Less: Provision for Doubtful Trade Receivables 6,418.70 6,418.70 23,197.42 25,329.00 Note 6 - Cash and Cash Equivalents Balance in Current Account with Banks 620.67 199.40 Cash on hand 11.85 12.25 632.52 211.65 Note 7 - Other Bank Balances Unclaimed Dividend Accounts 2.06 2.06 Margin Money Deposits with Banks 889.56 890.55 (Due within 12 months578.74L (Previous Year625.01L)) 891.62 892.61 Margin Money Deposits given as security for Guarantees / Letters of Credit given by the Banks. Note 8 - Other Current Assets Unsecured, Considered Good Advances for Supplies and Expenses 463.39 461.91 Tender Deposits/ Security Deposits 176.18 154.33 Advances Recoverable in Cash or kind 75.16 79.09 Pre-paid Expenses 122.09 158.03 Interest accrued on Fixed Deposits 22.26 32.56 Dividend receivable on Investment 186.08 192.09 1,045.16 1,078.01		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
		1,078.01

94

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 9 - Equity Share Capital a) The Company has only one class of shares referred to as equity shares having a par value of10/-<br>**Authorised**<br>2,50,00,000 (31stMarch,2020: 2,50,00,000)<br>Equity Shares of10 each Issued, Subscribed and Paid Up 2,30,92,628 (31stMarch,2020: 2,30,92,628) Equity Shares of`10 each fully paid	2,500.00 2,500.00 2,309.26 2,309.26	2,500.00
		2,500.00
		2,309.26
		2,309.26

b)	Reconciliation of the number of shares outstanding and amount at the beginning and at the end of the reporting period :	Reconciliation of the number of shares outstanding and amount at the beginning and at the end of the reporting period :
	Particulars	As at 31-03-2021 As at 31-03-2020
		No. **lakhs**<br>No.<br>lakhs
	Equity Shares of`10 At the beginning of the period Issued during the period	2,30,92,628 2,309.26 2,30,92,628 2,309.26 - - - -
	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 31-03-2021 As at 31-03-2020
	No. of % of No. of % of Shares held Holding Shares held Holding
1. Rare Asset Reconstruction Ltd. 2. Finquest Financial Solutions Pvt. Ltd. 3. Insutech Industries Ltd. 4. Anjani Residency Pvt. Ltd. 5. Naysaa Securities Limited 6. Filmquest Entertainment Pvt. Ltd.	59,63,636 25.82 59,63,636 25.82 25,52,443 11.05 21,77,700 9.43 23,37,654 10.12 23,37,654 10.12 20,04,896 8.68 20,04,896 8.68 12,50,000 5.41 12,50,000 5.41 11,67,692 5.06 14,93,000 6.47

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	As at 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 10 - Non-Current Liabilities Borrowings Term Loans (Secured): From Banks From Asset Reconstruction Company	679.17 11,216.51 11,895.68	2,000.16 15,815.35
		17,815.51

Notes :-

• 1) a) 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 .

• b) 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 loan from Technology Development Board 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 Note 12 - Other Non-Current Liabilities Advances from Customers Note 13 - Current Liabilities Borrowings Loans payable on demand (Secured) : From Banks (Including Due but not paid2,451.70L (P/Y2,454.63L)) Term Loans (Secured) : From Banks (Including Due but not paid3,287.25L (P/Y4,398.92L)) From Technology Development Board (Including Due but not paid61.11L (P/Y97.22L)) From Asset Reconstruction Company (Including Due but not paid22,967.71L (P/Y18,889.21L)) Term Loans (Unsecured): From Others - ICD (Unsecured)	640.10 640.10 1,782.50 1,782.50 4,173.70 4,047.92 61.11 27,538.82 - 35,821.55	643.52
		643.52
		1,972.44
		1,972.44
		5,706.97 5,325.55 97.22 22,943.31 225.00
		34,298.05

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 31-03-2021 **lakhs**|As at<br> 31-03-2020<br>lakhs
Note 14 - Trade Payable Micro and Small Enterprises Others Note 15 - Other Financial Liabilities - Secured Interest accrued and due to Consortium Members Note 16 - Provisions Employee Benefits Note 17 - Other Current Liabilities Advance from Customers Unclaimed Dividend Others	534.63 6,903.98 7,438.61 6,887.92 6,887.92 80.74 80.74 495.83 8.67 293.80 798.30	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

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	2020-2021 **lakhs**|2019-2020<br> lakhs
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 and H.T. Circuit Breakers Relays Components, Spares and Others Details of Services Rendered Miscellaneous Sevices Note 19 - Other Income Interest on Fixed Deposits and Others Income from Investments (Gross) - Dividend Profit/(Loss) on Sale of Fixed Assets (Net) Other Non-Operating Income Note 20 - Cost of Material and Components Consumed Inventory at the beginning of the year Add : Purchases / Works Contract Service Expenses Less : Inventory at the end of the period	10,604.70 507.63 11,112.33 391.13 391.13 11,503.46 4,448.10 817.82 244.69 3,013.94 174.68 1,905.47 10,604.70 507.63 11,112.33 48.00 482.39 4.60 9.19 544.18 750.91 7,040.38 7,791.29 694.33 7,096.96	9,394.51 229.13
		9,623.64
		1,122.92
		1,122.92
		10,746.56
		3,776.14 855.03 93.19 2,327.23 306.61 2,036.30
		9,394.51 229.13
		9,623.64
		111.42 192.15 2.19 49.57
		355.33
		900.62 7,357.49
		8,258.11 750.91
		7,507.20

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	2020-2021 **lakhs**|2019-2020<br> lakhs
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 Note 22 - Employee Benefits Expense Salaries and Wages Contribution to Provident and Other Funds Staff Welfare Expense Note 23 - Finance Costs Interest Please refer Note No.25(19).	1,134.95 92.38 1,227.33 402.09 31.82 433.91 793.42 1,622.69 151.33 61.00 1,835.02 62.43 62.43	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

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Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	2020-2021 **lakhs**|2019-2020<br> lakhs
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	14.71 64.29 13.13 16.19 68.67 51.24 26.52 44.85 5.69 13.35 43.60 21.39 121.65 8.88 221.35 37.17 0.90 3.97 487.78 77.79 (0.01) 1,343.11 5.20 1.50 1.45 - 0.73 8.88	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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31[st] March, 2021.

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	2020-2021 **lakhs**<br>**15.20**<br>**206.83**<br>**303.50**<br>**1,790.83**<br>**773.09**|2019-2020<br>lakhs
		750.69 336.44 303.50 5,718.62 198.99

2. Basis of Preparation

The Financial Statements of the Joint Venture used in the Consolidation are drawn up to 31[st] December, 2020.

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 31.03.2021
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<br>— N. A. —<br>Sr. No Part “ B “ : Joint Venture in lakhs
Name of Joint Venture Jyoti Sohar Switchgear
L.L.C.
1 Latest Audited Balance Sheet Date 31 [st] December, 2020
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 4,058.38
audited Balance Sheet
Profit / (Loss) for the year (808.02)
i. Considered in Consolidation (395.92)
ii. Not Considered in Consolidation (412.10)
----- 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 31[st] December, 2020. There are no significant transactions during the period from 1[st] January, 2021 to 31[st] March, 2021.

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 29[th] June, 2021 Vadodara

Rahul N. Amin

Chairman & Managing Director Vadodara Directors Mrs. T. R. Amin Vadodara

Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Vadodara 29[th] June, 2021

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Consolidated Cash Flow Statement for the year ended 31[st] March, 2021.

|Particulars|For the Year
Ended 31st
March,2021
(Audited)
lakhs**|For the Year<br>Ended 31st<br>March,2020<br>(Audited)<br>lakhs|
|---|---|---|
|A.
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax and non-recurring items :
Adjustments for
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
Movement in Working Capital
1.
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)|(453.84)
816.35
62.43
(48.00)
(482.39)
(4.60)
487.78
158.26
-
989.83
535.99
2,634.10
850.01
(1,419.18)
2,064.93
2,600.92
286.87
2,887.79|(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|

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77th Annual Report

77th Annual Report
Particulars	For the Year Ended 31st March,2021 (Audited) **lakhs**|For the Year<br>Ended 31st<br>March,2020<br>(Audited)<br>lakhs
B. CASH FLOW FROM INVESTING ACTIVITIES 1. Purchase of Fixed Assets 2. Proceeds from Sale of Fixed Assets 3. Investments 4 Interest Received 5 Dividend Received NET CASH UTILISED IN INVESTING ACTIVITIES (B) 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) 3 Interest (Net) NET CASH GENERATED IN FINANCIAL ACTIVITIES (C) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A + B + C) Cash and Cash Equivalents as at 01/04/2020 Cash and Cash Equivalents as at 31/03/2021	(23.70 ) 6.75 395.92 48.00 482.39 909.36 - - 2,478.05 (405.00) (4,396.32) (1,053.01) (3,376.28) 420.87 211.65 632.52	(58.67) 4.70 187.64 111.42 192.15
		437.24
		- - - - (352.48) (76.01)
		(428.49)
		114.97 96.68 211.65

Notes : i) Previous Year figures are regrouped wherever necessary. ii) Figures in brackets indicate negative figures. * Nominal Value

As per our Report attached of even date Rahul N. Amin For Amin Parikh & Co. Chairman & Managing Director Chartered Accountants Suresh Singhal Vadodara F.R.N. 100332W Vice President (Legal) & Directors CA. Samir R. Parikh Company Secretary Mrs. T. R. Amin Vadodara Partner Vadodara M. No. 41506 Ronak Shah Mr. V. K. Gulati Mr. S. S. Bhattbhatt Vadodara Chief Financial Officer Vadodara Vadodara 29[th] June, 2021 Vadodara 29[th] June, 2021

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Jyoti Make 36kV (High Voltage) VCB Panel Switchboard For Bhutan
Power Corporation Limited, Transmission Department, Bhutan
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Jyoti Make 11kV VCB Panel Switchboard at
IOCL Gujarat Refinery Generation Plant
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77 Annual Report 2020-2021

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