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Notes to Accounts of JBM Auto Ltd.

Mar 31, 2023

During the year 2022-23, the Company has paid dividend of '' 1.00 /- per share (PY '' 1.50 per share) (on fully paid-up equity

share of '' 2 each) amounting to '' 1,182.47 lakhs, dividend in PY '' 709.48 lakhs.

The Board at its meeting held on May 10th, 2023 has recommended a dividend @ 65% i.e. '' 1.30 /- per share (on fully paid up

equity share of '' 2/-each) for the year ended 31st March 2023. This equity dividend is subject to approval by shareholders at

the Annual General Meeting. The total estimated equity dividend to be paid is '' 1,537.21 Lakhs.

Nature and purposes of Reserves :

i) General Reserve : General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General Reserve will not be reclassified subsequently to Statement of Profit and Loss.

ii) Retained Earnings : The balance in the Retained Earnings primarily represents the surplus after payment of dividend and transfer to reserves.

iii) Capital Reserve on Merger : Capital Reserve on Merger represents the excess of liabilities over assets received by the Parent Company on purchase of stake in Subsidiary & Associate Company pursuant to the Scheme of Merger, as approved by the National Company Law Tribunal.

iv) Securities Premium : Securities Premium represents the surplus of proceeds received over the face value of shares, at the time of issue of shares. This reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

v) Capital Redemption Reserve : Capital Redemption Reserve is created out of retained earnings towards redemption of Preference shares. This reserve can be used for the purpose of issue of fully paid bonus shares only.

* Term loan of '' 4,125.00 lakhs (PY '' NIL) is secured by First pari passu charge on movable fixed assets both present and future of the Company

Second Pari passu charge on all the current assets both present & future of the Company.

Term loan of'' 3,142.86 lakhs (PY '' NIL) is secured by First pari passu charge by way of hypothecation on all movable fixed assets (except those charged exclusively to other lenders), both present and future. Second pari passu charge by way of hypothecation on all current assets both present and future.

Term loan of'' 334.65 lakhs (PY'' 890.20 Lakhs) is secured by First Pari Passu charge on both moveable and immovable assets at Indore Plant situated at Plot No 157-E, Sec-3, Pithampur Industrial Area, Dhar-454775, Indore, MP. First Pari Passu charge on the property situated at Greater Noida and Faridabad Property. Second Pari Passu charge on all the current assets of the Company both present and future situated at Faridabad, Indore & Greater Noida.

Term loan of '' 2,173.57 lakhs (PY '' 3,181.57 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company both present and future. Second Pari Passu charge on all the current assets both present & future of the Company.

Term loan of '' NIL (PY '' 678.70 lakhs) is secured by First Pari Passu charge on the movable fixed assets of the Chakan, Pune plant of the Company both present & future. Second Pari Passu charge on the current assets of the Chakan, Pune plant of the Company both present & future. First Pari Passu charge on the immovable fixed assets of the Company being factory land and building situated at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501.

Term loan of '' 1,991.43 lakhs (PY '' 3,465.23 lakhs) is secured by First Pari Passu charge on the movable and immovable fixed assets of the Company both present & future. Second Pari Passu charge on the current assets of the Company both present & future.

Term loan of '' NIL (PY '' 160.28 Lakhs) is secured by exclusive charge on machinery funded by bank. Asset cover of 1.5x to be maintained.

Term loan of '' 375.00 lakhs (PY 1,875.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company both present and future (excluding those exclusively charged to other lenders) with security cover of 1.3x. Second Pari Passu charge on all the current assets both present & future of the Company (excluding those exclusively charged to other lenders).

Term loan of '' 250.00 lakhs (PY '' 500.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.3x.

Term loan of '' 3,000.00 lakhs (PY '' 4,500.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.5x. Second pari passu charge on entire current assets of the Company.

Term loan of '' 750.00 lakhs (PY '' 1,750.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.5x. Second Pari Passu charge on entire current assets of the Company.

Term loan of '' 418.03 lakhs (PY '' 852.26 lakhs) is secured by Primary-First Pari Passu charge on all movable and immoveable fixed assets of the Company located at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501 (both present and future) (excluding those exclusively charge to other lenders). Collateral-Second Pari Passu charge on current assets of the Chakan, Pune plant of the Company (both present and future).

Term loan of '' 3,070.39 lakhs (PY '' 2,300.00 lakhs) has First pari passu charge on moveable fixed assets of the Company both present and future with security cover 1.3x. Second pari passu charge on all the current assets both present & future of the Company.

** Secured by hypothecation of respective vehicles financed

*** Term loan of'' 365.96 lakhs (PY '' 1,615.97 lakhs) has Pari Passu charge on Movable Fixed Assets of the Company with a minimum asset cover of 1.30X.

Term loan of '' 207.50 lakhs (PY '' 1,457.50 lakhs) is secured by Pari Passu charge on Movable & immovable Fixed assets of the Company located at MM Nagar, Oragadam units (Tamil Nadu) with Minimum assets cover of 1.3x

Term loan of '' 5,000.00 lakhs (PY '' NIL) has First pari passu charge over the entire movable fixed assets of the Company (min FACR of 1.30x)

Term loan of '' 2,527.78 lakhs (PY '' 3,305.56 lakhs) has 1st Pari passu charge on entire Movable fixed assets of Company (both present and future) with min FACR of 1.3x

Term loan of'' 6,375.00 lakhs (PY '' 7,500 lakhs) has First pari passu charge over the entire movable fixed assets of the Company (min FACR of 1.25x) Second Pari-passu charge on the current assets of the Company.

Term loan of '' 5,000.00 lakhs (PY '' NIL) has First pari passu charge on Movable Fixed Assets of the company with a minimum asset cover of 1.25X.

NOTE 36: EARNING PER SHARE

Basic earning per share (EPS) amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares, unless the effect of potential dilutive equity share is antidilutive.

It is not practicable for the Company to estimate the timings and amount of Cash Outflows, if any, in respect of the above pending resolution of the respective proceedings.

* The Company has received a demand from Ld Assessing Officer for the block assessment done under section 153A / 143(3) of the Income Tax Act, 1961 for the AY2008-09 to 2018-19 amounting to '' 5,445.64 Lakhs in FY2019-20. The Company has got reiief from Commissioner of Income Tax (A) by deleting majority of additions amounting '' 5,350.88 Lakhs against which Department is in further Appeal with Income Tax Appellate Tribunal, New Delhi. The Company has filed appeal before Income Tax Appellate Tribunal, New Delhi against the balance demand of '' 94.76 Lakhs. The Company has been advised that the said demand is not tenable and is likely to be deleted and no liability is envisaged against the Company. Accordingly no provision is considered necessary.

The Company (Amalgamated company of amalgamating companies JBM Auto System Private Limited and JBM MA Automotive India Private Limited) has received a demand from Ld Assessing Officer for the block assessment done under section 153A / 143(3) of the Income Tax Act, 1961 for the AY 2008-09 to 2018-19 amounting to '' 13,573.59 lakhs. The Company has got relief from Commissioner of Income Tax (A) by deleting all the additions amounting ''13,573.59 Lakhs against which Department is in further Appeal with Income Tax Appellate Tribunal, New Delhi. The Company has been advised that the said demand is not tenable and is likely to be deleted and no liability is envisaged against the Company. Accordingly no provision is considered necessary.

The total cash outflow for leases for the year ended 31 March, 2023 were '' 657.38 Lakhs (PY : '' 419.47 Lakhs)

(iv) Extension and termination option

Extension and termination options are included in some of the leases executed by the Company. These are used to maximise operational flexibility in terms of managing the assets used in Company''s operations. Generally, these options are exercisable mutually by both the lessor and the lessee.

(v) There are no restrictions imposed by the lease agreements. There are no contingent rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalation clause.

(vi) Incremental borrowing rate of 9.20%-10.50% p.a. has been applied for measuring the lease liability at the date of initial application.

(vii) The Company has sub-leased part of land. Income from sub-leasing right-of-use assets is '' 87.60 lakhs (PY '' 72.35 lakhs).

c) The amounts receivable from customers become due after expiry of credit period which ranges from 30 to 180 days. There is no significant financing component in any transaction with the customers.

d) Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of product in component division is satisfied at a point in time or over the period of time depending upon nature of contract.

Revenue from Tooling Business is recognized over time by measuring progress towards satisfaction of performance obligation and it determined that the input method is the best method for measuring progress of the tooling development because there is a direct relationship between the Company''s effort (i.e., costs incurred) and the transfer of tooling to the customer. The Company recognises revenue on the basis of the total costs incurred relative to the total expected costs to complete the tool.

Revenue from OEM Division (Sale of Buses) is recognized over time by measuring progress towards satisfaction of performance obligation and it determined that the input method is the best method for measuring progress of the Bus development because there is a direct relationship between the Company''s effort (i.e., costs incurred) and the transfer of Bus to the customer. The Company recognises revenue on the basis of the total costs incurred relative to the total expected costs to complete the Bus.

e) The Company provides agreed upon performance warranty for selected range of products. The amount of liability towards such warranty is '' 63.83 Lakhs ('' 66.38 Lakhs).

f) The transactions price allocated to the performance obligations (unsatisfied or partially satisfied) are '' 78,066.22 lakhs (PY '' 7,015.02 lakhs). The Company expects to recognise revenue related to unsatisfied obligation within one year from the reporting period.

g) The Company does not have any significant adjustment between the contract price and the revenue recognized in Statement of Profit and Loss.

This provision is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the value of management''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is for the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.

NOTE 50 : EMPLOYMENT BENEFITS

A. Defined Benefit Plans as per Ind AS 19 Employee Benefits:

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. These benefits are funded.

These Plans typically expose the Company to actuarial risks such as : Investment risk, Interest rate risk, Longevity risk and Salary risk.

Investment Risk: The Probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk: The Plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity risk : The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Disclosure of gratuity

The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the Balance Sheet.

The Company is expected to contribute ''1,740.18 lakhs to Defined Benefit Plan Obligation Funds in next year

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

C. Defined Contribution and Other Plans

Contributions are made to the Provident Fund, Super Annuation Fund and Other Plans. The contributions are normally based upon a proportion of the employee''s salary.

NOTE 52 : SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company''s Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. These include recognition and measurement of financial instruments, estimates of useful lives and residual value of property, plant and equipment and intangible assets, valuation of inventories, measurement of recoverable amounts of cash-generating units, measurement of employee benefits, actuarial assumptions, provisions etc.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company continually evaluates these estimates and assumptions based on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit and Loss in the period in which the estimates are revised and in any future periods affected.

Judgments

In the process of applying the Company''s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the Financial Statements.

Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on lease-by-lease basis. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company''s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods reassessed to ensure that the lease term reflects the current economic circumstances.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Company based its assumptions and estimates on parameters available when the Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Gratuity benefits

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexity of the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

I n determining the appropriate discount rate, management considers the interest rates of government bonds, and extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables. Future salary increases and pension increases are based on expected future inflation rates. Further details about the assumptions used, including a sensitivity analysis, are given in Note 50.

(ii) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model based on level-2 and level-3 inputs. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as price estimates, volume estimates, rate estimates etc. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(iii) Impairment of financial assets

The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on the Company past history and other factors at the end of each reporting period.

(iv) Estimates related to useful life of property, plant and equipment & intangible assets

Depreciation on property plant and equipment is calculated on a straight-line basis over the useful lives estimated by the management. These rates are in line with the lives prescribed under Schedule II of the Companies Act, 2013.

The management has re-estimated useful lives and residual values of its assets. The management based upon the nature of asset, the operating condition of the asset, the estimated usage of the asset, past history of replacement and anticipated technological changes, believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of property, plant and equipment & intangible assets.

(v) Impairment of Assets

An impairment exists when the carrying value of an asset exceeds its recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain matters, including management''s expectations of growth in EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.

(vi) Contingent liabilities

The contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company. The Company evaluates the obligation through Probable, Possible or Remote model (''PPR''). In making the evaluation for PPR, the Company take into consideration the Industry perspective, legal and technical view, availability of documentation/ agreements, interpretation of the matter, independent opinion from professionals (specific matters) etc. which can vary based on subsequent events. The Company provides the liability in the books for probable cases, while possible cases are shown as contingent liability. The remotes cases are not disclosed in the Financial Statements.

(vii) Taxes

Provision for tax liabilities require judgments on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit and Loss.

NOTE 53 : FINANCIAL INSTRUMENTS

A. Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options.

The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

B. Fair value measurements

The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:

The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:

Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants.

The fair value of investment in unquoted equity/preference shares has been estimated using a Discounted cash flow (DCF)/ Dividend yield/ Yield to Maturity method / NAV method. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of various estimates within the range can be reasonably asserted and are used in management''s estimate of fair value for these unquoted equity/preference shares. The assessment of the future risk is done by analysing various financial ratios. The future cash-outflows are projected after applying any probability of non-payment of dividend and principal amount.

Fair value of the Company ''s financial assets that are measured at fair value on a recurring basis:

There are certain Company ''s financial assets which are measured at fair value at the end of each reporting period. There have been no transfer among level 3 during the period. Following table gives information about how the fair values of these financial assets are determined:

Carrying value of loan, other financial assets, trade receivables, cash and cash equivalents, other bank balances, borrowings, lease liabilities, other financial liabilities, trade payables are considered to be same as their fair value.

There have been no transfer among levels during the year.

D. Financial risk management

The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company''s risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company''s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.

The risk management policies aims to mitigate the following risks arising from the financial instruments:

Market risk Credit risk; and Liquidity risk

D.1 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

a) Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and foreign currency loans and borrowings (Foreign currency buyer''s credit).

Foreign currency sensitivity analysis

The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO, SEK, JPY and CNY exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The Company''s exposure to foreign currency changes for all other currencies is not material.

b) Interest rate risk management

The Company is exposed to interest rate risk because Company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. The Company''s exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

D.2 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company''s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Company.

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, trade receivables, loans and advances and derivative financial instruments. None of the financial instruments of the Company result in material concentrations of credit risks.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

D.3 Liquidity risk management

Liquidity risk refers to the risk that the Company can not meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure funds are available for use as per the requirements.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of long term borrowings, short term borrowings and trade payables etc. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

B Other Regulatory Information''s

(i) The Company has not granted Loans or Advances in the nature of loans to promoters, Directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.

(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(iii) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

(iv) The Company is not declared as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(v) The Company does not have any transactions with Companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

(vi) The Company does not have any charges or satisfaction which is yet to be registered with The Registrar of Companies (ROC) beyond the statutory period.

(vii) The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

(viii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

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

(x) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

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

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31,2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 1 - Presentation of Financial Statements

The amendments require Companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of General Purpose Financial Statements. The Company does not expect this amendment to have any significant impact in its Financial Statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in Financial Statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in Financial Statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its Financial Statements.

Ind AS 12 - Income Taxes

The amendments clarify how Companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its Financial Statements.


Mar 31, 2022

* The Board of Directors of the Company in their meeting held on 08th December, 2021 recommended the sub-division of existing equity share having face value of f 5 /- each fully paid up into equity share having face value of f 2/- each fully paid up. The above sub-division has been approved by the shareholders of the Company vide postal ballot dated 16th January, 2022.Pursuant to split of shares the paid up equity shares of the Company is f 23,64,94,264/- consisting of 11,82,47,132 equity shares of face value f 2/-each.

ii) Terms/rights attached to equity shares

The Company has one class of equity shares having par value of f 2/- per share. Each shareholder is entitled for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iii) Details of shareholders holding more than 5% equity shares in the Company. (Refer Note No. 47)

iv) Securities Premium : Securities Premium represents the surplus of proceeds received over the face value of shares, at the time of issue of shares. This reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

v) Capital Redemption Reserve : Capital Redemption Reserve is created out of retained earnings towards redemption of Preference shares. This reserve can be used for the purpose of issue of fully paid Bonus shares only.

* During the year 2021-22, the Company has paid dividend of f 1.50 /- per share (PY f 1.75 per share) (on fully paid-up equity share of f 5 each, pre sub-division) (PY on fully paid-up equity share of f 5 each) amounting to f 709.48 lakhs, dividend in PY f 827.73 lakhs.

The Board at its meeting held on May 2nd, 2022 has recommended a dividend @ 50% i.e. f 1.00 /- per share (on fully paid up equity share of f 2/-each) for the year ended 31st March 2022. This equity dividend is subject to approval by shareholders at the Annual General Meeting. The total estimated equity dividend to be paid is f 1,182.47 Lakhs.

Nature and purposes of Reserves :

i) General Reserve : General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General Reserve will not be reclassified subsequently to statement of profit and loss.

ii) Retained Earnings : The balance in the Retained Earnings primarily represents the surplus after payment of dividend and transfer to reserves.

iii) Capital Reserve on Merger : Capital Reserve on Merger represents the excess of liabilities over assets received by the Parent Company on purchase of stake in Subsidiary & Associate Company pursuant to the Scheme of Merger, as approved by the National Company Law Tribunal.

* Term loan of f 890.20 (P.Y f 1,445.76) lakhs is secured by First Pari Passu charge on both moveable and immovable assets at Indore Plant situated at Plot No 157-E, Sec-3, Pithampur Industrial Area, Dhar-454775, Indore, MP.

First Pari Passu charge on the property situated at Greater Noida and Faridabad Property.

Second Pari Passu charge on all the current assets of the Company both present and future situated at Faridabad, Indore & Greater Noida.

Term loan of f 3,181.57 lakh (P.Y f 4,189.57 lakh) is secured by First Pari Passu charge on moveable fixed assets of the Company both present and future.

Second Pari Passu charge on all the current assets both present & future of the Company.

Term loan of f 678.70 lakhs (P.Y f 1,301.70 lakhs) is secured by First Pari Passu charge on the movable fixed assets of the Chakan, Pune plant of the Company both present & future.

Second Pari Passu charge on the current assets of the Chakan, Pune plant of the Company both present & future.

First Pari Passu charge on the immovable fixed assets of the Company being factory land and building situated at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501

Term loan of f 3,465.23 lakhs (P.Y f 4,939.03 lakhs) is secured by First Pari Passu charge on the movable fixed assets of the Chakan, Pune plant of the Company both present & future.

Second Pari Passu charge on the current assets of the Chakan, Pune plant of the Company both present & future.

First Pari Passu Charge on the immovable fixed assets of the Company being factory land and building situated at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501

Term loan of f 160.28 lakhs (P.Y f 715.84 Lakhs) is secured by exclusive charge on machinery funded by bank. Asset cover of 1.5x to be maintained.

Term loan of ^ 1,875.00 lakhs (P.Y 3,000.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company both present and future (excluding those exclusively charged to other lenders) with security cover of 1.3x.

Second Pari Passu charge on all the current assets both present & future of the Company (excluding those exclusively charged to other lenders).

Term loan of ^ 500.00 lakhs (P.Y ^ 750.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.3x.

Term loan of ^ 4,500.00 lakhs (P.Y ^ 5,000.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.5x.

Second pari passu charge on entire current assets (excluding those exclusively charged to other lenders)

Term loan of ^ 1,750.00 lakhs (P.Y ^ 2,500.00 lakhs ) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.5x.

Second Pari Passu charge on entire current assets (excluding those exclusively charged to other lenders).

Term loan of ^ 852.26 lakhs (P.Y ^ 1286.49lakhs) is secured by Primary-First Pari Passu charge on all movable and immoveable fixed assets of the Company located at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501 (both present and future) (excluding those exclusively charge to other lenders).

Collateral-Second Pari Passu charge on current assets of the Chakan, Pune plant of the Company (both present and future)

Term loan of ^ 2,300.00 lakhs (P.Y Nil ) has First pari passu charge on moveable fixed asstes at the company (excluding those exclusively charged to other lenders) both present and future with security cover 1.3x.

Second pari passu charge on all the current assets both present & future of the Company (excluding those exclusively charged to other lenders)

** Secured by hypothecation of respective vehicle financed

*** Term loan of ^ 1,615.97 lakhs (P.Y ^ 2,867.39 lakhs) has Pari Passu charge on Movable Fixed Assets of the Company with a minimum asset cover of 1.30X.

Term loan of ^ 1,457.50 lakhs (P.Y ^ 2,708.85 lakhs) is secured by Pari Passu charge on Movable & immovable Fixed assets of the Company located at MM Nagar, Oragadam units (Tamil Nadu) with Minimum assets cover of 1.3x

Term loan of ^ 3,305.56 lakhs (P.Y Nil ) has 1st Pari passu charge on entire Movable fixed assets of Company (both present and future) with min FACR of 1.3x

Term loan of ^ 7,500.00 lakhs (P.Y Nil ) has First pari passu charge over the entire movable fixed assets of the Company (min FACR of 1.25x) Second Pari-passu charge on the current assets of the Company.

NOTE 37: EARNING PER SHARE

Basic earning per share (EPS) amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares, unless the effect of potential dilutive equity share is antidilutive.

# The Board of Directors of the Company in their meeting held on 08th December, 2021 recommended the sub-division of existing equity share having face value of ^ 5 /- each fully paid up into equity share having face value of ^ 2/- each fully paid up. The above sub-division has been approved by the shareholders of the Company vide postal ballot dated 16th January, 2022.Pursuant to split of shares the paid up equity shares of the Company is ^ 23,64,94,264/- consisting of 11,82,47,132 equity shares of face value ^ 2/-each.

*Earning per share is restated for the previous period pursuant to split of share in Q4 FY 22 from 4,72,98,853 number of equity shares to 11,82,47,132 number of equity shares.

NOTE 38 : CONTINGENT LIABILITIES AND COMMITMENTS

A. Contingent liabiities

(Claims against the Company not acknowledged as debts)

'' In Lakhs

Particulars

31-Mar-22

31-Mar-21

a

Income Tax Matters*

19,473.19

548.72

b

Excise and Service Tax Matters**

667.76

714.12

c

Sales Tax and VAT Matters

45.12

120.42

d

GST Matters***

4.90

16.28

e

Custom Matters ****

27.02

27.02

f

Provident Fund Matters #

233.89

233.89

g

Other money for which the Company is contingently liable

7.96

7.96

h

MIDC Demand for Delayed Interest & Differential Land Premium*

131.65

131.65

It is not practicable for the Company to estimate the timings and amount of Cash Outflows, if any, in respect of the above pending resolution of the respective proceedings.

* The Company has received a demand from Ld Assessing Officer for the block assessment done under section 153A / 143(3) of the Income Tax Act for the AY 2008-09 to 2018-19 amounting to Rs 5,445 Lakhs in FY 2019-20. The Company has got relief from Commissioner of Income Tax (A) by deleting majority of additions amounting Rs 5350.88 Lakhs against which Department is in further Appeal with Income Tax Appellate Tribunal, New Delhi. The Company has filed appeal before Income Tax Appellate Tribunal, New Delhi against the balance demand of Rs 94.76 Lakhs . The Company has been advised that the said demand is not tenable and is likely to be deleted and no liability is envisaged against the Company. Accordingly no provision is considered necessary.

The Company (Amalgamated company of amalgamating companies JBM Auto System Pvt Ltd and JBM MA Automotive India Pvt Ltd) has received a demand from Ld Assessing Officer for the block assessment done under section 153A / 143(3) of the Income Tax Act for the AY 2008-09 to 2018-19 amounting to Rs. 13,573.59 Lacs. An appeal has been filed by the Company before the Honble Commissioner of Income Tax (A) for the same. The Company has been advised that the said demand is not tenable and is likely to be deleted and no liability is envisaged against the Company. Accordingly no provision is considered necessary.

** Against this, an amount of '' 20.73 Lakhs (P.Y. '' 20.73 Lakhs) has been deposited.

*** Against this, an amount of '' 4.90 Lakhs (P.Y. '' 4.90 Lakhs) has been deposited.

**** Against this, an amount of '' 18.50 Lakhs (P.Y. '' 18.50 Lakhs ) has been deposited.

# Against this, an amount of '' 93.56 lakhs (PY '' 93.56 Lakhs) has been deposited.

A Against this, an amount of '' 83.25 Lakhs (PY '' 83.25 Lakhs) has been deposited.

B. Commitments

'' In Lakhs

Estimated amount of contracts remaining to be executed on capital account and not 31-Mar-22 31-Mar-21

provided for (Net of advances)

Property, Plant and 1,836.79 1,650.49

C. Other Commitments '' In Lakhs

31-Mar-22 31-Mar-21

Letter of credit issued by bankers and outstanding 8,331.24 5,397.59

Bank Gunn 6,013.00 4,161.00

Corporate Guarantee Outstanding [Corporate Guarantee Given f 66,716 Lakhs (PY f 3,240 Lakhs)^[ 38,700.34 3,240.00

D. Other Pending Litigation:

The Company has filed legal suit against one of the customer for recovery of dues amounting to '' 340.80 Lakhs (including damage charges). The matter is pending before Hon''ble commercial court at Ahmedabad. The Company expects to recover the same.

(iv) Extension and termination option

Extension and termination options are included in some of the leases executed by the Company. These are used to maximise operational flexibility in terms of managing the assets used in Company''s operations. Generally, these options are exercisable mutually by both the lessor and the lessee.

(v) There are no restrictions imposed by the lease agreements. There are no contingent rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalation clause.

(vi) Incremental borrowing rate of 9.20%-10.50% p.a. has been applied for measuring the lease liability at the date of initial application.

(vii) The Company has sub-leased part of land. Income from sub-leasing right-of-use assets is f 72.35 lakhs (PY f 51.00 lakhs).

Payment is received in advance towards contract entered with customers and is recognised as a contract liability. As and when the performance obligation is met, the same is recognised as revenue

c) The amounts receivable from customers become due after expiry of credit period which ranges from 30 to 180 days. There is no significant financing component in any transaction with the customers.

d) Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of product in component division is satisfied at a point in time or over the period of time depending upon nature of contract.

Revenue from Tooling Business is recognized over time by measuring progress towards satisfaction of performance obligation and it determined that the input method is the best method for measuring progress of the tooling development because there is a direct relationship between the Company''s effort (i.e., costs incurred) and the transfer of tooling to the customer. The Company recognises revenue on the basis of the total costs incurred relative to the total expected costs to complete the tool.

Revenue from OEM Division (Sale of Buses) is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of Bus in OEM division is satisfied at a point in time or over the period of time depending upon nature of contract.

e) The Company provides agreed upon performance warranty for selected range of products. The amount of liability towards such warranty is f66.38 Lakhs (f 116.82 Lakhs).

f) The transactions price allocated to the performance obligations (unsatisfied or partially satisfied) are f 7,015.02 lakhs (PY f 50,327.91 lakhs). The Company expects to recognise revenue related to unsatisfied obligation within one year from the reporting period.

g) The Company does not have any significant adjustment between the contract price and the revenue recognized in Statement of Profit and Loss.

This provision is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the value of management''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is for the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.

NOTE 51 : EMPLOYMENT BENEFITS

A. Defined Benefit Plans as per Ind AS 19 Employee Benefits:

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. These benefits are funded.

These Plans typically expose the Company to actuarial risks such as : Investment risk, Interest rate risk, Longevity risk and Salary risk.

Investment Risk: The Probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk: The Plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity Risk: The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Disclosure of gratuity

The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the Balance Sheet.

The Company is expected to contribute Rs 1,431.72 lakhs to Defined Benefit Plan Obligation Funds in next year The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.

Terms and conditions of transactions with related parties

The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year - end are unsecured and interest free (other than loans) and settlement occurs in cash. For the year ended 31 March 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2021: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

NOTE 53 : SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

"The preparation of the Company''s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. These include recognition and measurement of financial instruments, estimates of useful lives and residual value of property, plant and equipment and intangible assets, valuation of inventories, measurement of recoverable amounts of cash-generating units, measurement of employee benefits, actuarial assumptions, provisions etc.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company continually evaluates these estimates and assumptions based on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit and Loss in the period in which the estimates are revised and in any future periods affected."

Judgements

In the process of applying the Company''s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on lease-by-lease basis. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company''s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods reassessed to ensure that the lease term reflects the current economic circumstances.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Gratuity benefits

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexity of the valuation and its longterm nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

In determining the appropriate discount rate, management considers the interest rates of government bonds, and extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables. Future salary increases and pension increases are based on expected future inflation rates. Further details about the assumptions used, including a sensitivity analysis, are given in Note 51.

(ii) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model based on level-2 and level-3 inputs. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as price estimates, volume estimates, rate estimates etc. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(iii) Impairment of financial assets

The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on the Company past history and other factors at the end of each reporting period.

(iv) Estimates related to useful life of property, plant and equipment & intangible assets

Depreciation on property plant and equipment is calculated on a straight-line basis over the useful lives estimated by the management. These rates are in line with the lives prescribed under Schedule II of the Companies Act, 2013.

The management has re-estimated useful lives and residual values of its assets. The management based upon the nature of asset, the operating condition of the asset, the estimated usage of the asset, past history of replacement and anticipated technological changes, believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of property, plant and equipment & intangible assets.

(v) Impairment of Assets

An impairment exists when the carrying value of an asset exceeds its recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain matters, including management''s expectations of growth in EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.

(vi) Contingent liabilities

The contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company. The Company evaluates the obligation through Probable, Possible or Remote model (''PPR''). In making the evaluation for PPR, the Company take into consideration the Industry perspective, legal and technical view, availability of documentation/agreements, interpretation of the matter, independent opinion from professionals (specific matters) etc. which can vary based on subsequent events. The Company provides the liability in the books for probable cases, while possible cases are shown as contingent liability. The remotes cases are not disclosed in the financial statements.

(vii) Taxes

Provision for tax liabilities require judgments on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit or Loss.

A. Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options

The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

B. Fair value measurements

The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:

The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:

Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants.

The fair value of investment in unquoted equity/preference shares has been estimated using a Discounted cash flow (DCF)/ Dividend yield/ Yield to Maturity method / NAV method. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of various estimates within the range can be reasonably asserted and are used in management''s estimate of fair value for these unquoted equity/preference shares. The assessment of the future risk is done by analysing various financial ratios. The future cash-outflows are projected after applying any probability of non-payment of dividend and principal amount.

Fair value of the Company''s financial assets that are measured at fair value on a recurring basis:

There are certain Company''s financial assets which are measured at fair value at the end of each reporting period. There have been no transfer among level 3 during the period. Following table gives information about how the fair values of these financial assets are determined:

Carrying value of loan, other financial assets, trade receivables, cash and cash equivalents, other bank balances, borrowings, other financial liabilities, trade payables are considered to be same as their fair value.

There have been no transfer among levels during the year.

D. Financial risk management

The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company''s risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company''s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.

The risk management policies aims to mitigate the following risks arising from the financial instruments:

- Market risk

- Credit risk; and

b) Interest rate risk management

The Company is exposed to interest rate risk because Company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. The Company''s exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

- Liquidity risk

D.1 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

a) Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and foreign currency loans and borrowings (Foreign currency buyer''s credit).

Foreign currency sensitivity analysis

The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO, SEK and CNY exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The Company''s exposure to foreign currency changes for all other currencies is not material.

D.2 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company''s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Company

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, trade receivables, loans and advances and derivative financial instruments. None of the financial instruments of the Company result in material concentrations of credit risks.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end

D.3 Liquidity risk management

Liquidity risk refers to the risk that the Company can not meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure funds are available for use as per the requirements.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of long term borrowings, short term borrowings and trade payables etc. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(iii) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

(iv) The Company is not declared as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(v) The Company does not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

(vi) The Company does not have any charges or satisfaction which is yet to be registered with The Registrar of Companies (ROC) beyond the statutory period.

(vii) The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

(viii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

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

(x) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

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


Mar 31, 2021

*Term loan of ^ 1,445.76 (P.Y ^ 1,667.00) lakhs is secured by First Pari Passu charge on both moveable and immovable assets at Indore Plant situated at Plot No 157-E, Sec-3, Pithampur Industrial Area, Dhar-454775, Indore, MP. First Pari Passu charge on the property situated at Greater Noida and Faridabad Property. Second Pari Passu charge on all the current assets of the Company both present and future situated at Faridabad, Indore & Greater Noida.

Term loan of ^ 4,189.57 lakh (P.Y ^ 4,536.00 lakh) is secured by First Pari Passu charge on moveable fixed assets of the Company both present and future.

Second Pari Passu charge on all the current assets both present & future of the Company.

Term loan of ^ 1,301.70 lakhs (P.Y ^ 1,558.25 lakhs) is secured by First Pari Passu charge on the movable fixed assets of the Chakan, Pune plant of the Company both present & future.

Second Pari Passu charge on the current assets of the Chakan, Pune plant of the Company both present & future.

First Pari Passu charge on the immovable fixed assets of the Company being factory land and building situated at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501

Term loan of ^ 4,939.03 lakhs (P.Y ^ 4.968.00 lakhs) is secured by First Pari Passu charge on the movable fixed assets of the Chakan, Pune plant of the Company both present & future.

Second Pari Passu charge on the current assets of the Chakan, Pune plant of the Company both present & future.

First Pari Passu Charge on the immovable fixed assets of the Company being factory land and building situated at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501

Term loan of ^ 715.84 lakhs (P.Y ^ 1,111.11 Lakhs) is secured by exclusive charge on machinery funded by bank. Asset cover of 1.5x to be maintained.

Term loan of ^ 3,000.00 lakhs (P.Y NIL) is secured by First Pari Passu charge on moveable fixed assets of the Company both present and future (excluding those exclusively charged to other lenders) with security cover of 1.3x.

Second Pari Passu charge on all the current assets both present & future of the Company (excluding those exclusively charged to other lenders).

Term loan of ^ 750.00 lakhs (P.Y ^ 1,000.00 lakhs) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.3x.

Term loan of ^ 5,000.00 lakhs (P.Y NIL) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.5x.

Second pari passu charge on entire current assets (excluding those exclusively charged to other lenders)

Term loan of ^ 2,500.00 lakhs (P.Y NIL) is secured by First Pari Passu charge on moveable fixed assets of the Company (excluding those exclusively charged to other lenders) with minimum asset cover of 1.5x.

Second Pari Passu charge on entire current assets (excluding those exclusively charged to other lenders).

Term loan of ^ 1286.49 lakhs (P.Y ^ 1,427.62 lakhs) is secured by Primary-First Pari Passu charge on all movable and immoveable fixed assets of the Company located at C-1/2, MIDC, Chakan - Talegaon Road, Chakan, Pune - 410501 (both present and future) (excluding those exclusively charge to other lenders).

Collateral-Second Pari Passu charge on current assets of the Chakan, Pune plant of the Company (both present and future)

Term loan of ^ NIL (P.Y ^ 93.49 lakhs) is secured by First charge on Pari Passu basis on the immovable assets of the Company''s plant located at Plot No RNS-1, Renault & Nissan Suppliers Park, SIPCOT Industrial Growth Centre, Oragadam, Tamil Nadu.

First charge on Pari Passu basis on the movable assets (except those exclusively charge to term lenders and Ford India) of the Company''s Plant located at Plot No RNS-1, Renault & Nissan Suppliers Park, SIPCOT Industrial Growth Centre, Oragadam, Tamil Nadu.

First charge on the movable assets (except those exclusively charged to Term Lenders and Ford India) of the Company''s MM Nagar Plant Located at 1 Ford Suppliers Park, S.P Koil post, Chengalpattu Taluk, Kanchipuram - 603204 (Tamil Nadu).

First charge on the movable assets (except those exclusively charged to Term Lenders and Ford India) of the Company''s plant located at Hosur - Plot No. 31, SIPCOT Industrial Complex, Phase - I, Mookandpilli, Hosur - 635126, Tamil Nadu.

** Secured by hypothecation of respective vehicle financed

*** Term loan of ^ 2,867.39 lakhs (P.Y ^ 3,750.00 lakhs) has Pari Passu charge on Movable Fixed Assets of the Company with a minimum asset cover of 1.30X.

Term loan of ^ 2,708.85 lakhs (P.Y ^ 3,593.49 lakhs) is secured by Pari Passu charge on Movable & immovable Fixed assets of the Company located at MM Nagar, Oragadam units (Tamil Nadu) with Minimum assets cover of 1.3x

Term loan of ^ Nil (P.Y ^ 625.00 lakhs) is secured by Exclusive charge on Plant and Machinery of the borrower with a minimum asset cover of 1.50X.

Second Pari Passu charge on all the current assets of the Sanand unit of the borrower, both Present and future.

c) The amounts receivable from customers become due after expiry of credit period which ranges from 30 to 180 days. There is no significant financing component in any transaction with the customers.

d) Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of product in component division is satisfied at a point in time or over the period of time depending upon nature of contract.

Revenue from Tooling Business is recognized over time by measuring progress towards satisfaction of performance obligation and it determined that the input method is the best method for measuring progress of the tooling development because there is a direct relationship between the Company''s effort (i.e., costs incurred) and the transfer of tooling to the customer. The Company recognises revenue on the basis of the total costs incurred relative to the total expected costs to complete the tool.

Revenue from OEM Division (Sale of Buses) is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of Bus in OEM division is satisfied at a point in time or over the period of time depending upon nature of contract.

e) The Company provides agreed upon performance warranty for selected range of products. The amount of liability towards such warranty is '' 116.82 Lakhs ('' 47.34 Lakhs).

f) The transactions price allocated to the performance obligations relating to tool development (unsatisfied or partially satisfied) is '' 50,327.91 lakhs (PY '' 19,141.55 lakhs). The Company expects to recognise revenue related to unsatisfied obligation within one year from the reporting period.

A. Defined Benefit Plans as per Ind AS 19 Employee Benefits:Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. These benefits are funded.

These Plans typically expose the Company to actuarial risks such as : Investment risk, Interest rate risk, Longevity risk and Salary risk.

Investment Risk: The Probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk: The Plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity risk : The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Terms and conditions of transactions with related parties

The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year - end are unsecured and interest free (other than loans) and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2021, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2020: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The preparation of the Company''s financial statements requires management to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. These include recognition and measurement of financial instruments, estimates of useful lives and residual value of property, plant and equipment and intangible assets, valuation of inventories, measurement of recoverable amounts of cash-generating units, measurement of employee benefits, actuarial assumptions, provisions etc.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company continually evaluates these estimates and assumptions based on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit and Loss in the period in which the estimates are revised and in any future periods affected.

Judgements

In the process of applying the Company''s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on lease-by-lease basis. In evaluating the lease term, the Company consider factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company''s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods reassessed to ensure that the lease term reflects the current economic circumstances.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Estimation of uncertainties relating to the global health pandemic from COVID-19 (COVID-19)

The Company has considered possible effects that may result from pandemic relating to COVID-19 on the carrying amount of property, plant and equipment, investments, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncertainties in the economic conditions due to pandemic, the Company, as at the date of approval of these financial statements has used internal and external sources of information. The Company has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company''s financial statements may differ from that estimated as at the date of approval of these financial statements.

(ii) Gratuity benefits

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexity of the valuation and its longterm nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

In determining the appropriate discount rate, management considers the interest rates of government bonds, and extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables. Future salary increases and pension increases are based on expected future inflation rates. Further details about the assumptions used, including a sensitivity analysis, are given in Note 50.

(iii) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model based on level-2 and level-3 inputs. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as price estimates, volume estimates, rate estimates etc. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(iv) Impairment of financial assets

The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on the Company past history and other factors at the end of each reporting period.

(v) Estimates related to useful life of property, plant and equipment & intangible assets

Depreciation on property plant and equipment is calculated on a straight-line basis over the useful lives estimated by the management. These rates are in line with the lives prescribed under Schedule II of the Companies Act, 2013.

The management has re-estimated useful lives and residual values of its assets. The management based upon the nature of asset, the operating condition of the asset, the estimated usage of the asset, past history of replacement and anticipated technological changes, believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of property, plant and equipment & intangible assets.

(vi) Impairment of Assets

An impairment exists when the carrying value of an asset exceeds its recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain matters, including management''s expectations of growth in EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.

(vii) Contingent liabilities

The contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company. The Company evaluates the obligation through Probable, Possible or Remote model (''PPR''). In making the evaluation for PPR, the Company take into consideration the Industry perspective, legal and technical view, availability of documentation/agreements, interpretation of the matter, independent opinion from professionals (specific matters) etc. which can vary based on subsequent events. The Company provides the liability in the books for probable cases, while possible cases are shown as contingent liability. The remotes cases are not disclosed in the financial statements.

(viii) Taxes

Provision for tax liabilities require judgments on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit or Loss.

A. Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options

The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

B. Fair value measurements

The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:

The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:

Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants.

The fair value of investment in unquoted equity/preference shares has been estimated using a Discounted cash flow (DCF)/ Dividend yield/ Yield to Maturity method / NAV method. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of various estimates within the range can be reasonably asserted and are used in management''s estimate of fair value for these unquoted equity/preference shares. The assessment of the future risk is done by analysing various financial ratios. The future cash-outflows are projected after applying any probability of non-payment of dividend and principal amount.

Fair value of the Company''s financial assets that are measured at fair value on a recurring basis:

There are certain Company''s financial assets which are measured at fair value at the end of each reporting period. There have been no transfer among level 3 during the period. Following table gives information about how the fair values of these financial assets are determined:

D. Financial risk management

The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company''s risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company''s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company''s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Company

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, trade receivables, loans and advances and derivative financial instruments. None of the financial instruments of the Company result in material concentrations of credit risks.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end

D.3 Liquidity risk management

Liquidity risk refers to the risk that the Company can not meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure funds are available for use as per the requirements.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of long term borrowings, short term borrowings and trade payables etc. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

We have audited the accompanying Consolidated Financial Statements of JBM AUTO LIMITED ("the Parent Company") and its Subsidiaries (the Parent and its Subsidiaries together referred to as "the Group") and its Joint Ventures which comprise the Consolidated Balance Sheet as at March 31, 2021, 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 for the year ended on that date, and the notes to Consolidated Financial Statements including a summary of the significant accounting policies and other explanatory information in (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 and based on the consideration of the report of the other auditor on separate financial statements and on the other financial information of the Subsidiary referred to below in Other Matters Paragraph, 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended (the Ind AS) and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its Joint Ventures as at March 31, 2021, the consolidated profit, consolidated total 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 of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards 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 Group and its Joint Ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

Key Audit Matters

Key audit matters 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 matters described below to be the key audit matters to be communicated in our report.

Information Other than the Consolidated Financial Statements and Auditor''s Report Thereon

The Parent Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report and Corporate Governance Report, but does not include the Consolidated Financial Statements and our Auditor''s 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 during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

The Parent Company''s Board of Directors is responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Companies Act, 2013 that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group including its Joint Ventures in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the Companies included in the Group and of its Joint Ventures are responsible for maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring 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 Parent Company, as aforesaid.

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

The respective Board of Directors of the Companies included in the Group and of its Joint Ventures are also responsible for overseeing the financial reporting process of the Group and of its Joint Ventures.

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:

• 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.

• Obtain an understanding of internal financial controls 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 Parent Company, has adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and of its Joint Ventures 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 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 auditor''s report. However, future events or conditions may cause the Group and its Joint Ventures to cease to continue as a going concern.

• 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and of its Joint Ventures to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the audit of the Ind AS Financial Statements of such entities included in the Consolidated Financial Statements of which we are the Independent Auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion.

• We communicate with those charged with governance of the Parent 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.

• 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 auditor''s 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

a. The Consolidated Financial Statements includes the audited financial results / statements and other financial information in respect of one Joint Venture (upto the date on the which the Company has obtained controlling stake during the quarter ended December 31, 2020), whose financial statements include the Group''s share of net loss of '' (87.05) Lakhs and Group''s share of total comprehensive income of '' (86.59) Lakhs for the year ended March 31, 2021, as considered in the Consolidated Financial Statements whose financial statements, other financial information has been audited by their respective independent auditor. Our opinion is not modified in respect of this matter. This financial statements / financial information has been audited by other auditor whose report have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, our report in terms of sub-section (3) of section 143 of the Act is based solely on the report of such auditor.

b. We did not audit the financial statements / financial information of one Subsidiary, whose financial statements / financial information reflect total assets of '' 1,910.53 Lakhs (before consolidation adjustments) as at March 31,2021, total revenue of '' 2,010.26 Lakhs (before consolidation adjustments), net profit of '' 267.91 Lakhs (before consolidation adjustments), total comprehensive income of '' 266.48 Lakhs (before consolidation adjustments) and net cash outflows (before consolidation adjustments) amounting to '' 80.48 Lakhs for the year ended on that date, as considered in the Consolidated Financial Statements. This financial statements / financial information has been audited by other auditor whose report have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, our report in terms of sub-section (3) of section 143 of the Act is based solely on the report of such auditor.

c. We did not audit the financial statements and information in respect of two Joint Ventures (including the Company which became Joint Venture during the year), whose financial statements include the Group''s share of net loss of '' (269.77) Lakhs and Group''s share of total comprehensive income of '' (269.77) Lakhs for year ended March 31, 2021 as considered in the Consolidated Financial Statements. These financial statements and other financial information are unaudited and have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these Joint Ventures and our report in terms of sub-section (3) of section 143 of the Act, in so far as it relates to the aforesaid Joint Ventures, is based solely on such unaudited financial statements and other financial information. In our opinion and according to the information and explanations given to us by the Management, these financial results are not material to the Group.

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 matters with respect to our reliance on the work done and the report of the other auditor and financial statement / financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statements and the other financial information of such Subsidiary as was audited by other auditor, as noted in Other Matters paragraph above, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and report of other auditor.

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.

d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Parent Company as on March 31, 2021 taken on record by the Board of Directors of the Parent Company and the report of the other Auditor in respect of the other entity audited by them and the representation received from the management for all entities un-audited, for all the entities incorporated in India, none of the directors of the Group''s Companies and of its Joint Ventures incorporated in India is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and of its Joint Ventures and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

g) 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:

Based on our audit and on the consideration of the report of the other auditor on separate financial statements, we report that the remuneration paid by the Company during the year is in accordance with the provisions of section 197 of the Act. Further, we report that the Subsidiary companies and Joint Venture companies have not paid any managerial remuneration during the year.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditor on separate financial statements as also the other financial information of the Subsidiary companies and Joint Ventures, as noted in Other Matters paragraph:

i. The Consolidated Financial Statements disclose the impact of pending litigations on the consolidated financial position of the Group and of its Joint Ventures- Refer Note 37 of the Consolidated Financial Statements.

ii. The Group and its Joint Venture Companies did not have any material foreseeable losses on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent Company, its subsidiary and Joint Venture Companies incorporated in India during the year ended March 31, 2021.


Mar 31, 2018

1. General Information

JBM Auto Limited (the “Company”) is a public limited company incorporated under the Companies Act 1956 having its registered office at 601, Hemkunt chambers, 89, Nehru place, New Delhi. The Company is engaged in the automotive business that manufactures and sell sheet metal components, tools dies & moulds and buses including sale of spare parts, accessories & maintenance contract of Buses. The Company is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

The financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorize for issue on May 15, 2018.

ii) Terms/rights attached to equity shares

The Company has one class of equity shares having par value of Rs. 5/- per share. Each shareholder is entitled for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. in the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iii) Details of shareholders holding more than 5% equity shares in the Company (Refer Note No .50).

iv) Aggregate number of shares issued as bonus share during 5 year immediately preceding 31st March ,2018

The company has alloted 2,03,97,682 fully paid up equity shares of face value Rs. 5 each during the year ended 31.03.2015 pursuant to a bonus issue approved by the shareholders through a postal ballot.

* During the year 2017-18, the Company has paid dividend of Rs. 2/- per share (PY Rs. 1.75 per share) (on fully paid-up equity share of Rs. 5 each) amounting to Rs. 982.01 lakhs (PY Rs. 783.54 lakhs) (including corporate dividend tax thereon of Rs. 166.10 lakhs (PY Rs. 69.62 lakhs)

The Board at its meeting held on May 15th, 2018 has recommended a dividend @ 40% i.e. Rs. 2/- per share (on fully paid up equity share of Rs. 5/-each) for the year ended 31st March 2018. This equity dividend is subject to approval by shareholders at the Annual General Meeting. The total estimated equity dividend to be paid is Rs. 983.62 Lakhs (including corporate dividend tax thereon of Rs. 167.71 Lakhs).

*Term loan of Rs. 625.83 lakhs is secured by First Pari-Passu charge on the movable and immovable fixed assets of Indore, Greater Noida & Faridabad and Second Pari-Passu charge of the on all the current assets of the company both present and future situated at Faridabad, indore & Greater Noida.

Term loan of Rs. 2500.00 lakhs has exclusive charge on plant & machinery to the tune of 1.5X coverage of the term loan value.

Term loan of Rs. 781.25 lakhs is secured by First Pari Passu charge on the entire movable and immovable assets of Indore unit located at plot no 157 E sec-3,pitampura Industrial area ,Dhar - 454775 ,Indore , Madhya Pradesh, both present and future and also the entire movable and immovable assets situated at Greater Noida and Faridabad, both present and future. Second Pari Passu charge on the entire current assets of the Company both present and future situated at Faridabad, indore and Greater Noida Units.

Term loan of Rs. 1728.29 lakhs is secured by First Pari Passu charge on both movable and immovable fixed assets of the Company at Indore, Greater Noida and Faridabad plant (both present & future ).

Second Pari Passu charge on the current assets of Indore,Greater Noida and Faridabad Plants (both present & future)

**Term loan of Rs. 1875.00 lakhs has exclusive charge on plant & machinery of the Company with a minimum asset cover of 1.50X (as per WDv).

Second Pari Passu charge on all current assets of Sanand unit, both present and future.

Term loan of Rs. 5000.00 lakhs is secured by Pari Passu charge over the movable fixed assets of the Company with a minimum asset cover of 1.30X.

*Secured by hypothecation on pari passu interse between banks by way of first charge on current assets of the company (excluding current assets of Sanand unit, Gujarat) and by way of second charge on entire moveable assets of the Company (excluding moveable assets of Sanand unit, Gujarat) both present and future. Facility utilised of Rs. 525.21 Lakhs is secured by exclusive first charge on the entire current assets of Sanand unit, Gujrat of the Company and second charge on movable fixed assets including plant and machinery at Sanand unit, Gujarat of the Company, both present and future.

There have been no breach of covenants mentioned in the loan agreements during the reporting periods.

NOTE 2: EARNING PER SHARE

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares, unless the effect of potential dilutive equity share is antidilu-tive.

The following reflects the income and share data used in the basic and diluted EPS computations:

NOTE 3 : CONTINGENT LIABILITIES AND COMMITMENTS

A Contingent liabiities

(Claims against the Company not acknowledged as debts)

Against above demands, an amount of Rs. 57.42 lakhs has been paid under dispute.

It is not practicable for the Company to estimate the timings and amount of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

During the F. Y 2017-18 the Company has paid amounting to Rs. 240.00 lakhs for purchasing the equity shares of JBM Solaris Electric Vehicles Private Limited, but upto 31st March 2018 equity shares has not been issued by the Investee Company (JBM Solaris Electric Vehicles Private Limited). This amount is appearing as share application money given under “Other Non Current Financial Assets” in the balance sheet. Further share in respect of such application money has been alloted as on April 12, 2018.

NOTE 4 : SEGMENT INFORMATION

As per Indain Accounting Standard (Ind AS) 108 on “Operating Segment” segment information has been provided under notes to consolidated financial statements.

* The Company has set up Skill - Development Centre to enhance employability in society thereby increasing availability of skilled personnel for the Company and society at large.

NOTE 5 : The Company had filed a writ petition with the Hon’ble High Court of Kolkata, West Bengal for the injunction restraining the Govt. of West Bengal for acting in terms of Singur Land Rehabilitation and Development Act, 2011(The Act). The Division Bench of the Kolkata High Court had held that the Singur Act was unconstitutional and had therefore stuck down the Act. The State Government challanged the said judgment of the Kolkata High Court before the Hon’ble Supreme Court and the same has been disposed off by the Hon’ble Supreme Court. Now, the Company is exploring further legal options on this matter. The State Government is still retaining the possession of the Singur Land.

Note: Figures in brackets represents previous year’s amounts

NOTE 6 : During the F. Y 2016-17, the Company had entered into a joint venture agreement on 14th July 2016 with Solaris Bus & Coach S.A., Poland to establ ish a company for the man ufacturing of Elect ric and Hybrid Buses. The Company is holding 80% paid up equity share capital into the joint venture company (JBM Solaris Electric vehicles P rivate Limited).

NOTE 7 : During the F.Y. 2017-18 the joint venture partner MA SRL Italy has exited from JV Agreement on 31.01.2018 by sale of its entire holding in the JV company, JBM MA Automative Private Limited. However, the JV company is continuing its existing business.

NOTE 8 : in their meeting held on 01.03.2018, the Board of Directors of the company has approved the Scheme of Amalgamation of JBM Auto System Private Limited (“Subsdiary Company”) and JBM MA Automotive Private Limited (“Associate Company”) with JBM Auto Limited from appointed date 01.04.2017 subject to obtaining of necessary Regulatory Approvals. Pending such Regulatory Approvals no adjustment has been made in the above financial statements.

NOTE 9 : During the F Y 2016-17, Exceptional income represents Rs. 1,105.00 lakhs receivable from one of the customer against the claim made for the compensation, on account of loss for the underutilization of resources due to less volume purchased by the customer.

The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

NOTE 10 : Cost of material consumed has been computed by adding purchase to the opening stock and deducting closing stock verified physically by the management.

NOTE 11 : LEASES

OPERATING LEASE : COMPANY AS LESSEE

The Company leases mainly office facilities under cancellable operating lease agreements. Minimum lease payments under operating lease are recognized on a straight line basis over the term of the lease. Rent expense for operating leases for the year ended March 31, 2018 and March 31,2017 was Rs. 142.68 Lakhs and Rs. 147.57 Lakhs respectively. There are no restrictions imposed by the lease agreements and there is a sub leases during the F. Y. 2017-18 and rental income from this sub lease is Rs. 9.12 Lakhs. There are no contingent rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalation clause.

FINANCE LEASE: COMPANY AS LESSEE

The Company has taken land under finance leases. The following is the summary of future minimum lease rental payments under finance leases entered into by the company:

There are no sub leases and no contingent rents. Certain finance lease agreements are renewable at the end of the lease period. There is price escalation clause in certain lease agreements.

NOTE 12 : EXCISE DUTY

Consequent to the indroduction of Goods & Service Tax (GST) with effect from 1st July, 2017 Central Excise, Value Added Tax (VAT) etc have been subsumed into GST. In accordance with Indian Accounting Standard -18 on Revenue and Schedule III of the Companies Act 2013, unlike Excise Duties, levies like GST, VAT etc are not part of revenue. Accordingly the figures for the periods upto 30th June 2017 are not strictly relatable to those thereafter. The following additional information is being provided to facilitate such understanding.

NOTE 13 : EMPLOYMENT BENEFITS

A. Defined Benefit Plans as per Ind AS 19 Employee Benefits:

Gratuity : The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of servicegets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. These benefits are funded. The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet.

These Plans typically expose the Compay to acturial risks such as : Investment risk, Interest rate risk, Longevity risk and Salary risk.

Investment Risk : The Probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk : The Plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ulimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity risk : The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. in practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the Balance Sheet.

The Company is expected to contribute Rs 236.37 lakhs to Defined Benefit Plan Obligation Funds in next year

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.

B Other Long Term Benefits as per Ind AS 19 Employee Benefits: Leave Encashment and Compensated absences (Unfunded)

The leave obligations cover the Company’s liability for sick and earned leaves.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

C. Defined Contribution and Other Plans

Contributions are made to the Provident and Other funds. The contributions are normally based upon a proportion of the employee’s salary.

The Company has recognized the following amounts in the Statement of Profit and Loss :

NOTE 14 : RELATED PARTY DISCLOSURES :

The list of related parties as identified by the management is as under:

Subsidiaries - JBM Auto System Private Limited

Associates - JBM MA Automotive Private Limited (w.e.f 01.02.2018)

Joint ventures - JBM MA Automotive Private Limited (upto 31.01.2018)

- JBM Ogihara Automotive India Limited

- JBM Solaris Electric vehicle Private Limited

- INDO Toolings Private Limited

Key Management personnel: - Mr. vivek Gupta, CFO & Company Secretary

- Mr. Sandip Sanyal, Executive Director

Post employement benefit plan of the Comany -JBM Auto Group Gratuity Scheme Trust

NOTE 15 : SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.These include recognition and measurement of financial instruments, estimates of useful lives and residual value of property, plant and equipment and intangible Assets, valuation of inventories, measurement of recoverable amounts of cash-generating units, measurement of employee benefits, actuarial assumptions, provisions etc.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company continually evaluates these estimates and assumptions based on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit and Loss in the period in which the estimates are revised and in any future periods affected.

Judgments

In the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

(i) Land on finance lease - Company as lessee

The Company has obtained various lands from the Government for purpose of plants and manufacturing facilities. These lands are having various tenures, generally 90 years and at the end of lease term, the lease could be extended for another term or the land could be returned to the Government Authority. The Company has determined, based on an evaluation of the terms and conditions of the arrangements e.g. lease term, annual rental, transfer / retention of significant risks and rewards of ownership of land determined the lease as finance leases and accordingly accounted the same in the financial statements.

(ii) Operating lease commitments - Company as lessor

The Company has entered into leasing arrangements wherein the Company is receiving lease rental income. The Company has determined, based on an evaluation of the terms and conditions of the arrangements e.g. lease term, lease rental income, fair value of the land, transfer /retention of significant risks and rewards of ownership of land determined the lease as operating leases.

(iii) Operating lease commitments - Company as lessee

The Company has entered into leasing arrangements wherein the Company is required to pay monthly lease rentals. The Company has determined, based on an evaluation of the terms and conditions of the arrangements e.g. lease term, lease rental income, fair value of the land, transfer / retention of significant risks and rewards of ownership of land determined the lease as operating leases.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Gratuity benefits

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates.

Due to the complexity of the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of government bonds, and extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables. Future salary increases and pension increases are based on expected future inflation rates. Further details about the assumptions used, including a sensitivity analysis, are given in Note no 53.

(ii) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model based on level-2 and level-3 inputs. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as price estimates, volume estimates, rate estimates etc. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(iii) Impairment of financial assets

The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation based on the Company’s past history and other factors at the end of each reporting period.

(iv) Estimates related to useful life of Property Plant and Equipments and Intangible Assets :

Depreciation on property plant and equipment is calculated on a straight-line basis over the useful lives estimated by the management. These rates are in line with the lives prescribed under Schedule ii of the Companies Act, 2013.

The management has re-estimated useful lives and residual values of its assets. The management based upon the nature of asset, the operating condition of the asset, the estimated usage of the asset, past history of replacement and anticipated technological changes, believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of property, plant and equipment & intangible Assets.

(v) Impairment of Assets

An impairment exists when the carrying value of an asset exceeds its recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. in calculating the value in use, certain assumptions are required to be made in respect of highly uncertain matters, including management’s expectations of growth in EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.

(vi) Contingent liabilities

The contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company. The Company evaluates the obligation through Probable, Possible or Remote model (‘PPR’). in making the evaluation for PPR, the Company take into consideration the industry perspective, legal and technical view, availability of documentation/agreements, interpretation of the matter, independent opinion from professionals (specific matters) etc. which can vary based on subsequent events. The Company provides the liability in the books for probable cases, while possible cases are shown as contingent liability. The remotes cases are not disclosed in the financial statement.

(vii) Taxes

Provision for tax liabilities require judgments on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit and Loss.

NOTE 16: FINANCIAL INSTRUMENTS

A. Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, opitimisation of working capital requirements and deployment of surplus funds into various investment options.

The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, loans and borrowings less cash and cash equivalents.

B. Fair value measurements

The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:

The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:

Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants. The following methods and assumptions were used to estimate the fair values:

Fair value of the Company’s financial assets that are measured at fair value on a recurring basis:

There are certain Company’s financial assets which are measured at fair value at the end of each reporting period. There have been no transfer between among levels during the period. Following table gives information about how the fair values of these financial assets are determined:

The Company entered into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Cross currency interest rate swaps are valued using valuation techniques which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity. All derivative contracts are fully cash collateralised, thereby eliminating both counterparty and the Company’s own non-performance risk. As at 01 April 2016, the marked-to-market value of derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty default risk.

*including current maturities of non current borrowings

Carring value of loans, other financial assets, trade receivables, cash and cash equivalents, other bank balances, Borrowings ,other financial liabilities , trade payables are considered to be same as their fair value

D. Financial risk management

The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company’s risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company’s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.

The risk management policies aims to mitigate the following risks arising from the financial instruments:

- Market risk

- Credit risk; and

- Liquidity risk

D.1 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

a) Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency) and foreign currency loans and borrowings (Foreign currency buyer’s credit).

The Company has taken derivative contract to hedge its foreign currency exposures in relation to foreign currency term loan availed by the Company. Further, the Company has not entered into any derivative or hedging instruments in relation to its foreign currency exposures other than foreign currency term loan.

Foreign currency exposure that have not been hedged by derivative instrument are given below.

Foreign currency sensitivity analysis

The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO, SEK and JPY exchange rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The Company’s exposure to foreign currency changes for all other currencies is not material.

b) Interest rate risk management

The Company is exposed to interest rate risk because Company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. The Company’s exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. In respect of non-current Foreign Currency Borrowings denominated in US Dollars (USD), the Company is having Libor linked rate. To mitigate the risk of any adverse interest rate movement, the Company had entered into Cross Currency Interest Rate Swaps (CCIRS) i.e. pay fixed receive variable rate of interest. In the event of any adverse movement of interest rates, the Company was required only to pay the fixed interest eventually thereby offsetting the interest loss from the CCIRS. Accordingly, no sensitivity analysis in respect of such loans is given.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates .

D.2 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.The Company’s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Company

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, trade receivables, loans and advances and derivative financial instruments. None of the financial instruments of the Company result in material concentrations of credit risks.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

D.3 Liquidity risk management

Liquidity risk refers to the risk that the Company can not meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure funds are available for use as per the requirements.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of non-current borrowings, current borrowings and trade payables etc. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

NOTE 17 : EVENTS AFTER THE REPORTING PERIOD

There are no reportable events that ocurred after the end of the reporting period.

NOTE 18 : FIRST-TIME ADOPTION OF IND AS

These financial statements, for the year ending 31 March 2018 are the first annual financial statements prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with accounting standards notified under Section 133 of Companies Act 2013 read with paragraph 7 of the Companies (Accounts) rules, 2014 (IGAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31 March 2018, together with the comparative period data as at 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1 April 2016, the Company’s transition date to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the opening Balance Sheet as at 1 April 2016 and the financial statements for the year ended 31 March, 2017.

Exemptions applied:

Ind AS 101 allows first-time adopters certain exemptions from the retrospective applications of certain requirements under Ind AS. The Company has applied the following exemptions:

A. Mandatory exemptions:

a) Estimates:

The estimates at 1 April 2016 and at 31 March 2017 are consistent with those made for the same dates in accordance with indian GAAP (after adjustments to reflect any differences in accounting policies).

b) Derecognition of financial assets:

The company has applied the de-recognition requirements in ind AS 109 prospectively for transactions occurring on or after the date of transition to ind AS.

c) Classification and measurement of financial assets:

Financial assets like security deposits paid has been classified and measured at amortised cost on the basis of the facts and circumstances that exist at the date of transition to ind ASs.

d) Impairment of financial assets: (Trade receivables and other financial assets)

At the date of transition to ind ASs, the Company has recognised a loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial instrument is derecognised (unless that financial instrument is low credit risk at a reporting date).

B. Optional exemptions:

a) Deemed cost-Previous GAAP carrying amount (PPE and Intangible Assets):

Since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of Property, Plant and Equipment and Intangible Assets, as recognised in its Indian GAAP financial as deemed cost at the transition date.

b) Foreign Currency Monetary Items:

Under previous GAAP, paragraph 46A of Accounting Standard for ‘The Effects of Changes in Foreign Exchange Rates’ (AS 11) provided an alternative accounting treatment whereby exchange differences arising on long term foreign currency monetary items relating to depreciable asset are adjusted in fixed assets and depreciated over the remaining life of such assets and in other cases are accumulated in Foreign Currency Monetary item Translation Difference Account (FCMiTDA) to be amortised over balance period of long term asset/liability. Ind AS 101 includes an optional exemption that allows a first-time adopter to continue the above accounting treatment in respect of the long-term foreign currency monetary items recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period. The Company has elected this exemption and opted to continue with the Previous GAAP carrying value.

c) Arrangements containing a lease:

Appendix C to indAS 17 requires an entity to assess whether a contract or arrangement contains a lease. in accordance with ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

d) Investment in subsidiaries and Joint Ventures & Associates:

There is an option to measure investments in subsidiaries, joint ventures and associates at cost in accordance with iND AS 27 either at fair value on date of transition or previous gap carrying values. The Company has elected this exemption and opted to continue with the “Previous GAAP” carrying value of investment in subsidiaries and joint ventures, as recognised in its Indian GAAP financials, as deemed cost at the date of transition.

e) Business combinations:

IND AS 103 Business Combinations has not been applied to acquisitions of subsidiaries, which are considered businesses for IND AS or of interests in joint ventures that occurred before April 01, 2016. Use of this exemption means that the Indian GAAP carrying amounts of assets and liabilities, that are required to be recognized under IND AS, is their deemed cost at the date of acquisition. After the date of acquisition measurement is in accordance with IND AS. Assets and liabilities that do not qualify for recognition under are excluded from opening IND AS balance sheet. The Company did not recognise or exclude any previously recognised amounts as a result of IND AS recognition requirements.

Note: No statement of comprehensive income was produced under previous GAAP. Therefore the above reconciliation starts with profit under previous GAAP.

(iii) Reconciliation of Cash Flow

There were no significant item between Cash Flows prepared under Indian GAAP and those prepared under Ind AS.

(iv) Reconciliation of the assets and liabilities presented in the balance sheet prepared as per Indian GAAP and as per Ind AS as at 31st March 2017 are as follows:

Notes to the reconciliation of Balance sheet as at 01st April 2016 and 31st March 2017 and the Total Comphrehensive Income for the year ended 31st March 2017

1. In the financial statements prepared under Previous GAAP, dividend on equity shares recommended by the Board of Directors after the end of reporting period but before the financial statements were approved for issue, was recognised as a liability in the financial statements in the reporting period relating to which dividend was proposed.

Under Ind AS, such dividend is recognised in the reporting period in which the same is approved by the members in a general meeting.

2. Under Indian GAAP , redeemable preference share capital was part of share capital where as under IND AS the same has been classified as borrowing and deferred income. Interest charge at EIR on borrowings has been recognised as finance cost . Deferred income is booked on deferred component of preference share capital in Statement of Profit and Loss over the remaining period of preference share capital.

3. Under Indian GAAP, non current security deposits given for the purpose of obtaining asset on lease are recorded at transaction value. Under Ind AS, these security deposits are recorded at fair value at the date of transition. The difference in transaction value and the fair value is recorded as prepaid rent expense and recorded as rent expense over the term of the deposit. Security deposit recorded at discounted value is accreted to its full value by recording.

4. Leasehold land was scoped out from AS 19 “Leases” but the same is covered under Ind AS 17 “Leases”. Certain land taken on lease is in the nature of finance lease consequently present value of all future rentals have been capitalised to leasehold land and recorded as finance lease obligation. Subsequently, this amount is amortised over the remaining lease period, interest expense is booked on finance lease obligation and rent paid is reduced from finance.

5. Leasehold land was scoped out from AS 19 “Leases” but the same is covered under Ind AS 17 “Leases”. Certain land taken on lease is in the nature of operating lease consequently amount recognised as leasehold land under IGAAP has been trasferred from leasehold land to prepaid expenses. Prepaid expense in such respect of leasehold land is amortised as rent expense over the period of lease obligation.

6. Both under Indian GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis.Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability are recognised in OCI.

7. Under the previous GAAP, revenue from sale to goods was presented exclusive of excise duty. Under Ind AS revenue from sales of goods is presented inclusive of excise duty. Excise duty paid is presented on face of Statement of Profit and Loss as a part of expense. There is no impact on total equity and profit.

8. Under the previous GAAP, cash discount, packing expense recovered and freight expenses recovered was presented under other expenses. Under Ind AS revenue from sales of goods is recognised at fair value of consideration expected to be received. Accordingly revenue for the year ended March 31, 2017 is presented net of cash discount, freight and packing charges recovered.

9. Previous year GAAP figures have been reclassified to confirm to the Ind AS presentation requirements for the purpose of the note.

10.Under previous GAAP, there was no concept of other comprehensive income. Under Ind AS, specified items of income expense, gains or losses are required to be presented in other comprehensive income.

NOTE 19 : AMENDMENTS TO STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN ADOPTED BY THE COMPANY

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration:

On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.

Ind AS 115- Revenue from Contract with Customers:

On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company is evaluating the requirements of the amendment and its effect on the financial statements.


Mar 31, 2017

a) The company has one class of equity shares having par value of Rs, 5/- per share. Each shareholder is entitled for one vote per share held. The dividend proposed by the board of directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

b) In F.Y. 2009-10, the Company issued 50,00,000 (Fifty Lacs) Non Cumulative Redeemable Preference Share of Rs, 10/- (Rupees Ten only) each at a premium of Rs, 50/- (Rupees Fifty only) per share. Preference Share carry non cumulative dividend @ 8% p.a and does not have voting rights. Such preference shares are redeemable after six years from the date of allotment i.e. 26th December, 2009 the same has been rolled over during the F.Y 2015-16 for a period of 6 years. During the F.Y. 2013-14, the Company has issued 50,00,000 (Fifty Lacs) Non Cumulative Redeemable Preference Share of Rs, 10/- (Rupees Ten only) each at a premium of Rs, 50/- (Rupees Fifty only) per share. Preference Share carry non cumulative dividend @ 8% p.a and does not have any voting rights. These preference shares are redeemable after six years from the date of allotment i.e. 14th February, 2014. In the event of liquidation of the Company, the holders of preference shares will have priority over equity shares in payment of dividend and repayment of capital.

iii) Details of Shareholders holding more than 5% equity shares in the company. (Refer Note no .18)

iv) Aggregate number of shares issued as bonus share during 5 year immediately preceding March ,2017

The company has alloted 2,03,97,682 fully paid up equity shares of face value Rs,5 each during the year ended 31.03.2015 pursuant to a Bonus issue approved by the shareholders through a postal ballot.

* Term Loan of Rs,NIL (PY Rs,185.94 lacs) is Secured by First Pari Passu charge on the current assets of the Company (Excluding those from Sanand, Gujrat unit) and by Second Pari Passu charge on the movable and Immovable fixed assets of the Greater Noida, Uttar Pradesh and Faridabad, Haryana unit of the Company.

** Term Loan of Rs,NIL (PY Rs, 180.00 lacs) is secured by First Pari Passu charge on the entire movable fixed assets including plant & machinery situated at Sanand, Gujrat unit of the company and by First Pari Passu charge by way of equitable mortgage on the immovable property situated at Nashik, Maharastra unit of the company . The Term Loan of Rs, NIL (PY Rs, 865.53 lacs) is secured by First Pari Passu charge by way of Equitable Mortgage of leasehold land situated at Sanand, Gujrat subleased by Tata Motors Limited & on the movable fixed assets including plant & machinery situated at Sanand, Gujarat unit of the Company. Term loan of Rs, 1,251.67 lacs (PY Rs, 1,387.50 lacs) is secured by First Pari Passu charge(shared by DBS) on the movable and immovable fixed assets of Indore, Greater Noida & Faridabad and Second Pari Passu charge of the on all the current assets of the company both present and future situated at Faridabad, Indore & Greater Noida.

Term loan of Rs, 1,406.25 lacs (PY Rs, 2,031.25 lacs) is secured by First Pari Passu charge on the entire movable and immovable assets of Indore unit located at plot no 157 E sec-3, Pitampura Industrial area ,Dhar - 454775 ,Indore , Madhya Pradesh, both present and future and also the entire movable and immovable assets situated at Greater Noida and Faridabad, both present and future. Second Pari Passu charge on the entire current assets of the company both present and future situated at Faridabad, Indore and Greater Noida Units.

Term loan of Rs, 2,949.91 lacs (PY Rs, 4,171.34 lacs) is secured by First Pari Passu charge on both movable and immovable fixed assets of the Company at Indore, Greater Noida and Faridabad plant (both present & future) Second Pari Passu charge on the current assets of Indore,Greater Noida and Faridabad Plants (both present & future)

*** Vehicle loan of Rs, NIL (PY 1.14 lacs) is secured by hypothecation of specific vehicles.

**** Term loan of Rs, 2,500 lacs has exclusive charge on plant & machinery of the Company with a minimum asset cover of Rs, 1.50X (as per WDV) as acceptable by TCFSL. Second Pari pasu charge on all current assets of Sanand unit, both present and Future.

* Secured by hypothecation on pari passu interse between banks by way of first charge on current assets of the company (excluding current assets of Sanand, Gujarat unit and Indore, Madhya Pradesh unit) and by way of second charge on entire movable assets of the company (excluding movable assets of Sanand, Gujarat unit) both present and future. Facility utilised of Rs, 522.66 Lacs (PY Rs, 400.00 lacs) is secured by exclusive first charge on the entire current assets of Sanand, Gujrat unit of the Company and second charge on movable fixed assets including plant and machinery at Sanand, Gujrat unit of the Company, both present and future, further secured by second pari passu by way of equitable mortgage on immovable property situated at Nashik, Maharashtra unit of the Company.

* In terms of Section 22 of Micro, Small & Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to get registered under the Act. On communicating with them no enterprise has filed any registration certification with the Company. Hence, the disclosure of required information is not applicable.

*Represents actual outflow during the year

Note: Figures in brackets represents previous year amounts

c) Related party Transaction in relation to Corporate Social Responsibility : NIL

d) Provision movement during the year 2016-17: NIL

NOTE: 1In terms of revised Accounting Standard (AS-4) "Contingencies and events occurring after the Balance sheet date” as notified by the Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016 dated 30th March 2016, the company has not accounted for proposed dividend including corporate dividend tax (CDT) amounting to Rs, 1078.29 lacs as liability as at 31st March 2017. However, the proposed dividend including CDT amounting to Rs, 834.03 lacs was accounted for as a liability as at 31st March 2016 in accordance with the then existing Accounting Standard.

NOTE: 2 Consumption of Raw materials and Components has been computed by adding purchase to the opening stock and deducting closing stock verified physically by the management

NOTE: 3 The Company has filed a writ petition with the HonRs,ble High Court of Kolkatta,West Bengal for injunction restraining the Govt. of West Bengal for acting in terms of Singur Land rehabilitation and Development Act, 2011. The Division Bench of the Kolkata High Court had held that the Singur Act was unconstitutional and had therefore struck down the Act. The State Government has challenged the said judgment of the Kolkata High Court before the Hon''ble Supreme Court and the same is still pending. Meanwhile the Division Bench had granted a stay on the said order dated 21st June, 2012 which has also been extended by Supreme Court. By virtue of the order of stay, the State Government is still retaining the possession of the Singur land.

Pending finalization of the case, the company has not made any provision against advance given for the same.

Note: Figures in brackets represents previous year''s amounts

NOTE: 4 The Company has, during the year, enter into a joint venture agreement on 14th July 2016 with Solaris Bus & Coach S.A., Poland to establish a company for manufacturing of Electric and Hybrid Buses. The Company along with its associate will be holding 80% paid up equity share capital into the joint venture company.

NOTE: 5 Exceptional Income represents Rs, 1,105.00 lacs receivable from one of the customer against the claim made for Compensation, on account of loss for underutilization of resources due to less volume purchased by the customer.

NOTE: 6 Additional information pursuant to the general instructions for preparation of Statement of Profit and Loss of Schedule III of the Companies Act, 2013 are as under:

*Includes Components produced on Job Work for Rs, 178.42 lacs (P.Y. Rs, 450.80 lacs) ** Includes Tools produced on Job Work for Rs, 33.67 lacs (P.Y. Rs, . 202.81 lacs)

Note: Figures in brackets represents previous year''s amounts

NOTE: 7 Previous year''s figures have been regrouped and/or rearranged wherever considered necessary with current year classification/ disclosures


Mar 31, 2016

I) Terms/rights attached to equity shares and preference share

a) The company has one class of equity shares having par value ofRs, 5/- per share. Each shareholder is entitled for one vote per share held. The dividend proposed by the board of Director is subject to the approval of shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding

b) In F.Y. 2009-10, the Company issued 50,00,000 (Fifty Lacs) Non Cumulative Redeemable Preference Share ofRs, 10/- (Ru- pees Ten only) each at a premium ofRs, 50/- (Rupees Fifty only) per share. Preference Share carry non cumulative dividend @ 8% p.a and does not have voting rights. Such preference shares are redeemable after six years from the date of allotment i.e. 26th December, 2009 the same has been rolled over during the year for a period of 6 years. During the F.Y. 201 3-14, the Company has issued 50,00,000 (Fifty Lacs) Non Cumulative Redeemable Preference Share ofRs, 10/- (Rupees Ten only) each at a premium of Rs, 50/- (Rupees Fifty only) per share. Preference Share carry non cumulative dividend @ 8% p.a and does not have voting rights. These preference shares are redeemable after six years from the date of allotment i.e. 14th February, 2014. In the event of liquidation of the Company, the holders of preference shares will have priority over equity shares in payment of dividend and repayment of capital.

ii) Share holding Pattern (Refer Note no .18)

iii) Aggregate number of shares issued as bonus share during 5 year immediately preceding March ,2016

The company has allotted 2,03,97,682 fully paid up equity shares of face value Rs, 5 each during the year ended 31.03.2015 * The board of Director has recommended a final dividend of Rs, 1.75 per share(P.Y Rs, 2.5 per share) having face value of Rs, 5 each which is subject to the approval of the shareholders in the ensuing Annual General meeting. ** The company had during the year 2015-16 received dividend from subsidiaries company amounting to Rs, 451.95 Lacs on which corporate dividend tax was paid by the subsidiaries company under the provision of section 115(0) of Income Tax Act 1961. Dividend tax on proposed dividend has been provided accordingly.

* Secured by First Pari Passu charge on the current assets of the Company (Excluding those from Sanand, Cujrat unit) and by

Second Pari Passu charge on the movable and Immovable fixed assets of the Greater Noida, Uttar Pradesh and Faridabad, Haryana unit of the Company.

** Term Loan of Rs, 180.00 Lacs is secured by First Pari Passu charge on the entire movable fixed assets including plant & machinery situated at Sanand, Cuj''rat unit of the company and by First Pari Passu charge by way of equitable mortgage on the immovable property situated at Nashik, Maharastra unit of the company . The Term Loan ofRs, 865.53 Lacs is secured by First Pari Passu charge by way of Equitable Mortgage of leasehold land situated at Sanand, Cuj''rat subleased by Tata Motors Limited & on the movable fixed assets including plant & machinery situated at Sanand, Gujarat unit of the Company. Term loan of Rs, 1387.50 Lacs is secured by First Pari-Passu chargefshared by DBS) on the movable and immovable fixed assets of Indore, Greater Noida & Faridabad and Second Pari-Passu charge of the on all the current assets of the company both present and future situated at faridabad, Indore & Greater Noida.

Term loan of Rs, 2031.25 Lacs is secured by First Pari Passu charge on the entire movable and immovable assets of Indore unit located at plot no 157 E sec-3, pitampura Industrial area, Dhar -454775 ,Indore , Madhya Pradesh, both present and future and also the entire movable and immovable assets situated at Greater Noida and Faridabad, both present and future. Second Pari Passu charge on the entire current assets of the company both present and future situated at Faridabad, Indore and Greater Noida Units.

Term loan ofRs, 4171.54 Lacs is secured by First Pari Passu charge on both movable and immovable fixed assets of the Company at Indore, Greater Noida and Faridabad plant (both present & future ) Second Pari Passu charge on the current assets lndore,Greater Noida and faridabad Plants (both present & future)

* * * Secured by hypothecation of specific vehicles.

**** Term loan of Rs, 2500 Lacs has exclusive charge on plant & machinery of the Company with a minimum asset cover of 1.50X (as per WDV) as acceptable by the lender. Second Pari pasu charge on all current assets of Sanand unit, both present and future.

* Secured by hypothecation on pari passu intersex between banks by way of first charge on current assets of the company (excluding current assets of Sanand, Gujarat unit and Indore, Madhya Pradesh unit) and by way of second charge on entire moveable assets of the company (excluding moveable assets of Sanand, Gujarat unit) both present and future. Facility utilized of Rs,400.00 Lacs is secured by exclusive first charge on the entire current assets of Sanand, Gujrat unit of the Company and second charge on movable fixed assets including plant and machinery at Sanand, Gujrat unit of the Company, both present and future, further secured by second paripassu by way of equitable mortgage on immovable property situated at Nashik, Maharashtra unit of the Company.

** Represents bills discounted with bankers

* In terms of Section 22 of Micro, Small & Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to get registered under the Act. On communicating with them no enterprise has filed any registration certification with the Company. Hence, the disclosure of required information is not applicable. NOTE: 20 SEGMENT INFORMATION i) Primary Segment Reporting

A. Primary business segments of the company are as under:

(a) Sheet Metal Components, Assemblies & Sub-assemblies: Segment manufactures components etc.

(b) Tool, Dies & Moulds: Segment manufactures Dies for Sheet Metal Segment or sells Dies.

(c) Bus Division: Segment includes activities related to Development, Design, Manufacture, Assembly and Sale of Bus as well as parts, accessories and maintenance contracts of same.

B. Inter Segment Transfer Pricing

Inter Segment Prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, within an overall optimization objective for the company.

The Company is mainly engaged in business in India and exports are not material. Hence in the context of Accounting Standard 1 7- "Segment Reporting" it is considered the only reportable segment.

NOTE: 1. The Company uses forward exchange contracts and other derivative contracts to hedge against its foreign currency exposures relating to the underlying transactions on its capital and revenue account. The Company does not use these contracts for trading or speculative purpose.

iii. Defined Benefit Plans

a) Contribution to Gratuity Fund - Employee''s Gratuity Fund scheme of the company is managed by a trust (Life Insurance Corporation of India).

b) Leave Encashment/ Compensated Absence

In accordance with Accounting Standard 15 (Revised 2005), the actuarial valuation carried out in respect of the aforesaid defined benefit plans is based on the following assumption:

* Expected short term liability of Rs, 22.66 Lacs (P.Y. Rs, 35.85 Lacs).

# This pertains to Long term liability only. Actual payments (under the various heads) incurred over the undervaluation period should be added to this figure.

The estimate of future salary increase, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors.

Represents actual outflow during the year

Note: Figures in brackets represents previous year''s amounts

c) Related party Transaction in relation to Corporate Social Responsibility : NIL

d) Provision movement during the year 2015-16: NIL

NOTE: 29 Company has reviewed the useful life of intangible assets and revised the useful life of Prototype, design, technical know- how and related License fees of Bus Division from 7 years to 10 years based on the expected pattern of consumption of economic benefits and in accordance with the rebuttable presumption that the useful life of asset will not exceed 10 years from the date asset is available for use, effective April 1, 2015. Consequently, amortization for the year is lower and profit before tax is higher by Rs, 177.85 Lacs.

NOTE: 30 The Company has filed a writ petition with the Hon''ble High Court of Kolkatta, West Bengal for injunction restraining the Govt, of West Bengal for acting in terms of Singur Land rehabilitation and Development Act, 2011. The Division Bench of the Kolkata High Court had held that the Singur Act was unconstitutional and had therefore struck down the Act. The State Government has challenged the said judgment of the Kolkata High Court before the Hon''ble Supreme Court and the same is still pending. Meanwhile the Division Bench had granted a stay on the said order dated 21st June, 2012 which has also been extended by Supreme Court. By virtue of the order of stay, the State Government is still retaining the possession of the Singur land.

Pending finalization of the case, the company has not made any provision against advance given for the same.

NOTE: 3. On 5th November, 2014, a fire occurred in the administration block of the Sector-59 unit (Ballabgarh, Haryana) of the Company. All the records, documents, computer system etc. were burnt. The Company has filed the insurance claim against the loss, which is pending for settlement. No provision has been made for the same. Any variation from insurance claim filed will be accounted for as and when it is realized

NOTE: 4. Consumption of Raw materials and Components has been computed by adding purchase to the opening stock and deducting closing stock verified physically by the management.

NOTE: 5. Trade and Other Receivables and Payables are subject to confirmation.

NOTE: 6. Additional information pursuant to the general instructions for preparation of Statement of Profit and Loss of Schedule III of the Companies Act,2013 are as under:

NOTE: 7. Previous year''s figures have been regrouped and/or rearranged wherever considered necessary.


Mar 31, 2015

NOTE: 1 CONTINGENT LIABILITIES

(Rs,in Lacs)

Sr. No. Partculars March, 2015 March, 2014

i) Leter of Credit outstanding 1293.03 876.94

ii) Guarantees issued by the Bank on behalf of the Company 418.57 857.05

iii) Claims against the Company not acknowledged as debt 871.17 350.29

NOTE: 2 SEGMENT INFORMATION

i) Primary Segment Reporting

A. Primary business segments of the company are as under:

(a) Sheet Metal Components, Assemblies & Sub-assemblies - Segment manufactures components etc.

(b) Tool, Dies & Moulds - Segment manufactures Dies for Sheet Metal Segment or sells Dies.

(c) Bus Division - Segment includes actives related to Development, Design, Manufacture, Assembly and Sale of Bus as well as Parts, Accessories and Maintenance contracts of the same.

B. Inter Segment Transfer Pricing

Inter Segment Prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, within an overall optimization objective for the company.

NOTE: 3 The Company uses forward exchange contracts and other derivative contracts to hedge against its foreign currency exposures relating to the underlying transactions on its capital and revenue account. The Company does not use these contracts for trading or speculative purpose.

NOTE: 4 Estimated amount of contracts remaining to be executed on capital account (Net of advances) not provided for Rs. 674.14 Lacs (Previous year Rs. 2045.92 Lacs).

NOTE: 5 RETIREMENT BENEFITS

The Company has calculated the benefits provided to employees as under:

NOTE: 6 The Company has taken land on lease for a period of 35 years, admeasuring 9.579 acre under an agreement commencing w.e.f. 5th May, 2009 with Tata Motors Ltd. on an annual rent payable from the 3rd year onwards. The lease rent as stipulated in the agreement shall increase periodically.

NOTE: 7 In accordance with the provisions of Schedule II to the Companies Act 2013, the Company has revised the useful life of its fixed assets based on technical assessment from April 1, 2014 as further amended on August 29, 2014. In case of fixed assets where the useful life is NIL as determined above, the company has adjusted the net residual value as at April 1, 2014 aggregating to Rs. 56.55 lacs (net of deferred tax of Rs. 29.12 lacs) to retained earnings. Further depreciation for the period up to 31-03-2015 is lower and the profit before tax is higher to the extent of Rs. 102.12 lacs.

Effective April 1, 2014, the Company has revised the useful life of Intangible assets to 3 to 7 years as against existing 3 years. Consequently amortization for the year is lower and profit before tax is higher by Rs. 143.49 lacs.

NOTE: 8 Other Non-Current Assets and Advance Recoverable in Cash or in Kind or for Value to be received include Singur project relocation cost, which shall be recovered from Tata Motors Ltd.

NOTE: 9 The Company has fled a writ petton with the Hon'ble High Court of Kolkata, West Bengal for injunction restraining the Govt. of West Bengal for acting in terms of Singur Land rehabilitation and Development Act, 2011. The Division Bench of the Kolkata High Court had held that the Singur Act was unconstitutional and had therefore struck down the Act. The State Government has challenged the said judgment of the Kolkata High Court before the Hon'ble Supreme Court and the same is still pending. Meanwhile the Division Bench had granted a stay on the said order dated 21st June, 2012 which has also been extended by Supreme Court. By virtue of the order of stay, the State Government is still retaining the possession of the Singur land.

Pending finalization of the case, the company has not made any provision against advance given for the same.

NOTE: 10 The Company was awarded a sum of Rs. 355.13 Lacs in the arbitration proceedings against a trade receivable. The other Party had appealed against the arbitration order in the Supreme Court of India and has deposited 50% of the said sum amounting to Rs. 177.56 Lacs in the form of Interest bearing FDR's till the finalization of appeal. In pursuance the SLP, the Hon'ble Supreme Court of India has allowed to release the said sum of 50% along with interest, an amount of Rs. 231.02 Lacs in favour of the company with a direction that if ultimately the SLP is decided against the Company, then the Company has to refund the amount with interest.

During the year the Hon'ble Supreme court of India decided the SLP in favour of the company and a further sum of Rs. 609.44 lacs (in addition to Rs. 231.02 lacs) was given to company. Pursuant to above decision, the company has received total of Rs. 840.46 lacs which comprises Rs. 355.14 lacs disputed receivable & Rs. 485.32 lacs interest thereon.

In view of the same the interest so received is recognized as exceptional items amounting to Rs. 201.51 lacs after adjusting litigation expenses of Rs. 283.81 lacs.

NOTE: 11 In order to promote investment in the state of Rajasthan and to generate further employment opportunities through such investment, the state has noted "The Rajasthan investment promotion scheme 2010" under which an enterprise commencing commercial production/operation is granted a subsidy from the date on which the enterprise makes sales up to a period of 7 years by an investment subsidy of 30% of the sales tax payable which have become due. The same has been in accordance with AS-12 "Accounting for Government Grants" noted under Companies (Accounting Standard) Rules,2006 credited to statement of Profit and Loss under the head " other income". For the purpose of Calculation of taxable income as per Income Tax Act, such Investment Subsidy has been considered as capital receipt.

NOTE: 12 On 5th November, 2014, a fre occurred in the administration block of the SPV unit (Ballabgarh, Haryana) of the Company. All the records, documents, computer system etc. were burnt. The aforesaid results have been compiled & audited on the basis of information available with the Company at its other locations / corporate office, which in the opinion of auditors is reasonable and reliable. The Company has fled the insurance claim against the loss, which is pending for settlement. No provision has been made for the same. Any variation from insurance claim fled will be accounted for as and when it is realized

NOTE: 13 The Company has entered into a new segment of manufacturing Buses from KOSI plant. The commercial production commenced from 21.03.2015. The total expenditure capitalized under Bus project is given below:

NOTE: 14 Consumption of Raw materials and Components has been computed by adding purchase to the opening stock and deducting closing stock verified physically by the management.

NOTE: 15 The Company has decided to exercise the option provided in notification GSR No.914 (E) dated 29-12-2011 issued by ministry of company's affairs regarding the treatment of exchange differences.

NOTE: 16 Trade and Other Receivables and Payables are subject to confirmation.

NOTE: 17 Additional information pursuant to the general instructions for preparation of Statement of Profit and Loss of Schedule III of the Companies Act,2013 are as under :

NOTE: 18 Previous year's figures have been regrouped and/or rearranged wherever considered necessary.


Mar 31, 2014

SHARE CAPITAL

The company has one class of equity shares having par value of Rs. 10/- per share. Each shareholder is entitled for one vote per share held. The dividend proposed by the board of director is subject to the approval of shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

In F.Y. 2009-10, the Company issued 50,00,000 (Fifty Lacs) Non Cumulative Redeemable Preference Share of Rs. 10/- (Rupees Ten only) each at a premium of Rs.50/- (Rupees Fifty only) per share. Preference Share carry non cumulative dividend @ 8% p.a and do not have voting rights. Such preference shares are redeemable after six years from the date of allotment i.e. 26th December, 2009. During the current F.Y. 2013-14, the Company has issued 50,00,000 (Fifty Lacs) Non Cumulative Redeemable Preference Share of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 50/- (Rupees Fifty only) per share. Preference Share carry non cumulative dividend @ 8% p.a and do not have voting rights. These preference shares are redeemable after six years from the date of allotment i.e. 14th February, 2014. In the event of liquidation of the Company, the holders of preference shares will have priority over equity shares in payment of dividend and repayment of capital.

Surplus

* Includes premium on Preference Share Capital of Mrs. 5000.00 Lacs (P.M. Rs. 2500.00 Lacs)

** @ Rs. 3 /- per share (P.Y. Rs. 2/- Per Share)

*** The company had during the year 2012-13 received dividend from subsidiary company JBM Auto System Limited amounting to Rs. 367.80 lacs on which corporate dividend tax was paid by the subsidiary company under the provision of section 115(O) of Income Tax Act 1961. The company has entitled to take benefit of same, accordingly the provision for corporate dividend tax made in the last year has been reversed in current year.

NON - CURRENT LIABILITIES

* Secured by First Pari Passu charge on the current assets of the Company (Excluding those from Sanand, Gujrat unit) and by Second Pari Passu charge on the moveable and Immovable fixed assets of the Greater Noida, Uttar Pradesh and Faridabad, Haryana unit of the Company.

** Term Loan of Rs. 900.00 Lacs is secured by first pari passu charge on the entire moveable fixed assets including plant & machinery situated at Sanand, Gujrat unit of the company and by first pari passu charge by way of equitable mortgage on the immovable property situated at Nashik, Maharastra unit of the company . The Term Loan of Rs. 2814.60 lacs is secured by first pari passu charge by way of Equitable Mortgage of leasehold land situated at Sanand, Gujrat subleased by Tata Motors Limited & on the moveable fixed assets including plant & machinery situated at Sanand, Gujarat unit of the Company. Term loan of Rs. 1250.00 lacs is secured by first pari-passu charge on all the current assets of the company excluding those from Sanand, Gujrat unit of the company and second pari-passu charge on the movable and immovable fixed assets of the company pertaining to Indore, Madhya Pradesh, Greater Noida Uttar Pradesh and Faridabad, Haryana unit of the Company.

*** Secured by hypothecation of specific vehicles.

CURRENT LIABILITIES

* Secured by hypothecation on pari passu interse between banks by way of first charge on current assets of the company (excluding current assets of Sanand, Gujarat unit and Indore, Madhya Pradesh unit) and by way of second charge on entire moveable assets of the company (excluding moveable assets of Sanand, Gujarat unit) both present and future. Facility utilised of Rs. 200.00 Lacs is secured by exclusive first charge on the entire current assets of Sanand, Gujrat unit of the Company and second charge on movable fixed assets including plant and machinery at Sanand, Gujrat unit of the Company, both present and future, further secured by second pari passu by way of equitable mortgage on immovable property situated at Nashik, Maharashtra unit of the Company.

** Buyer''s credit / External Commercial Borrowings are secured by guarantee of Indian Banks.

*** It represents bills discounted by bankers

TRADE PAYABLES*

* In terms of Section 22 of Micro, Small & Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to get registered under the Act. On communicating with them no enterprise has filed any registration certification with the Company. Hence, the disclosure of required information is not applicable.

CONTINGENT LIABILITIES

(Rs. in Lacs)

Sr. No. Particulars 2014 2013

i) Letter of Credit outstanding 876.94 2050.67

ii) Guarantees issued by the Bank on behalf of the Company 857.05 338.11

iii) Claims against the Company not acknowledged as debt 350.29 460.37

SEGMENT INFORMATION

i) Primary Segment Reporting

A. Primary business segments of the company are as under:

(a) Sheet Metal Components, Assemblies & Sub-assemblies - Segment manufactures components etc.

(b) Tool, Dies & Moulds - Segment manufactures Dies for Sheet Metal Segment or sells Dies.

B. Inter Segment Transfer Pricing

Inter Segment Prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, within an overall optimization objective for the company.

ii) Segment Revenues, Results and other information

* The Company uses forward exchange contracts and other derivative contracts to hedge against its foreign currency exposures relating to the underlying transactions on its capital and revenue account. The Company does not use these contracts for trading or speculative purpose.

iii. Defined Benefit Plans

a) Contribution to Gratuity Fund - Employee''s Gratuity Fund.

b) Leave Encashment/ Compensated Absence

* The Company has taken land on lease for a period of 35 years, admeasuring 9.579 acre under an agreement commencing w.e.f. 5th May, 2009 with Tata Motors Ltd. on an annual rent payable from the 3rd year onwards. The lease rent is being charged to revenue during the year. The lease rent as stipulated in the agreement shall increase periodically.

* Other Non Current Assets and Advance Recoverable in Cash or in Kind or for Value to be received includes Singur project relocation cost, which shall be recovered from Tata Motors Ltd. by way of amortization in sales.

* The Company has filed a writ petition with the Hon''ble High Court of Kolkatta,West Bengal for injunction restraining the Govt. of West Bengal for acting in terms of Singur Land rehabilitation and Development Act, 2011. The Division Bench of the Kolkatta High Court had held that the Singur Act was unconstitutional and had therefore struck down the Act. The State Government has challenged the said judgement of the Kolkatta High Court before the Hon''ble Supreme Court and the same is still pending. Meanwhile the Division Bench had granted a stay on the said order dated 21st June, 2012 which has also been extended by Supreme Court. By virtue of the order of stay, the State Government is still retaining the possession of the Singur land.

Pending finalization of the case, the company has not made any provision against advance given for the same.

* The Company was awarded a sum of Rs. 355.13 lacs in the arbitration proceedings against a trade receivable. The other party had appealed against the arbitration order in the Hon''ble Supreme Court of India and has deposited 50% of the said sum amounting to Mrs. 177.56 lacs in the form of interest bearing FDR''s till the finalization of appeal. The company filed an SAP in the hobble Supreme Court and got released amount deposited as FDR along with interest amounting to Rs. 231.02 lacs in 2012 with a direction that if ultimately the SLP is directed against the Company, then the Company has to refund the amount with interest.

In view of the same the effect of the same will be accounted for on the final settlement of the case.

* Consumption of Raw materials and Components has been computed by adding purchase to the opening stock and deducting closing stock verified physically by the management.

(a) Up to 31 st March, 2012 the exchange difference arising from long term foreign borrowings, to the extent they were regarded as an adjustment to interest cost, were treated as borrowing cost in terms of AS-16, "Borrowing costs". Pursuant to a clarification dated 9 August 2012 from the MCA, the Company has changed the accounting policy w.e.f. from 1st April 2011, to treat the same as " Foreign exchange fluctuation" accounted as per AS-11 " Effects of changes in Foreign Exchange Rates", instead of AS-16 " Borrowing Costs" This has resulted in to reversal of finance cost of Rs. 35.88 lacs/- and increase in depreciation by Rs. 6.91/- lacs in the previous year. The aforesaid change, resulting in net gain of Rs. 28.97/- lacs has been shown as exceptional items and has increased Basic/ Diluted EPS by Rs. 0.28/- in the previous year.

(b) The Company has decided to exercise the option provided in notification GSR No.914(E) dated 29-12-2011 issued by ministry of companies affairs regarding the treatment of exchange differences.

* Trade and Other Receivables and Payables are subject to confirmation.

* Previous year figures have been regrouped and/or rearranged wherever considered necessary.


Mar 31, 2013

NOTE:1 The Company has taken land on lease for a period of 35 years, admeasuring 9.579 acre under an agreement commencing w.e.f. 5th May, 2009 with Tata Motors Ltd. on an annual rent payable from the 3rd year onwards. The lease rent is being charged to revenue during the year. The lease rent as stipulated in the agreement shall increase periodically.

NOTE:2 Other Non Current Assets and Advance Recoverable in Cash or in Kind or for Value to be received includes Singur project relocation cost, which shall be recovered from Tata Motors Ltd. by way of amortization in sales.

NOTE:3 The Company has fled a writ petition with the Hon''ble High Court of Kolkatta,West Bengal for injunction restraining the Govt. of West Bengal for acting in terms of Singur Land rehabilitation and Development Act, 2011. The Division Bench of the Kolkatta High Court had held that the Singur Act was unconstitutional and had therefore struck down the Act. The State Government has challenged the said judgement of the Kolkatta High Court before the Hon''ble Supreme Court and the same is still pending. Meanwhile the Division Bench had granted a stay on the said order dated 21st June, 2012 which has also been extended by Supreme Court. By virtue of the order of stay, the State Government is still retaining the possession of the Singur land. Pending fnalization of the case, the company has not made any provision against advance given for the same.


Mar 31, 2012

Note: 1 Contingent Liabilities Rs.in Lacs

i) Letter of Credit outstanding 2862.82 1189.62

ii) Guarantees issued by the Bank on behalf of the Company 1055.86 1009.91

iii) Claims against the Company not acknowledged as debt 450.49 480.49

Note: 2 Retirement Benefits

The Company has calculated the benefits provided to employees as under:

iii. Defined Benefit Plans

a) Contribution to Gratuity Fund - Employee's Gratuity Fund.

b) Leave Encashment/ Compensated Absence

In accordance with Accounting Standard 15 (Revised 2005), the actuarial valuation carried out in respect of the aforesaid defined benefit plans is based on the following assumption:

Note: 3

Expansion project at Greater Noida unit, Uttar Pradesh and Faridabad unit, Haryana of the Company capitalized on 31st July 2011 and 17th October 2011 respectively.

Note: 4 Statement On Assets, Liabilities, Income & Expenses Of Joint Ventures

Details of the Company's share in the Joint Venture Assets, Liabilities, Income & Expenses as required by Accounting Standard 27 "Financial Reporting of Interest in Joint Venture" is as indicated below:

- The assets & liabilities and Income & Expenditure given above are on the basis of unaudited financial results of JBM MA Automotive Pvt. Ltd. and of Indo Tooling Pvt. Ltd.

Note: 5

The Company has taken land on lease for a period of 35 years, admeasuring 9.579 acre under an agreement commencing w.e.f. 5th May, 2009 with Tata Motors Ltd. on an annual rent payable from the 3rd year onwards. The lease rent will be charged to revenue in the year of incurrence. The lease rent as stipulated in the agreement shall increase periodically.

Note: 6

Other non current assets and advance recoverable in cash or in kind or for Value to be received includes Singur project relocation cost, which shall be recovered from Tata Motors Ltd. by way of amortization in sales.

Note: 7

On 22nd January, 2012, a fire occurred in the administration block of the Greater Noida unit, Uttar Pradesh of the Company. All the records, documents, computer system etc. were burnt. The aforesaid results have been compiled & audited on the basis of information available with the Company at its other locations / corporate office, which in the opinion of Auditors is reasonable and reliable. The Company has filed the insurance claim against the loss, which is pending for settlement. No provision has been made for the same. Any variation from insurance claim filed will be accounted for as and when it is realized.

Note: 8

The Company has filed a writ petition with the Hon'ble High Court of Kolkata, West Bengal for injunction restraining the Govt. of West Bengal for acting in terms of the Singur Land Rehabilitation And Development Act, 2011, which is being heard by Divisional Branch along with the appeals of TATA Motors Ltd. and their other vendors. Pending finalization of the case, the company has not made any provision against advance given for the same.

Note: 9

Consumption of Raw materials and Components has been computed by adding purchase to the opening stock and deducting closing stock verified physically by the management.

Note: 10

The Company has decided to exercise the option provided in notification GSR No. 914(E) dated 29-12-2011 issued by ministry of companies affairs regarding the treatment of exchange differences.

Note: 11

Trade and other receivables and payables are subject to confirmation.

Note: 12

Previous year figures have been regrouped and/ or rearranged wherever considered necessary.


Mar 31, 2010

1. Contingent liabilities:- (Rs. in Lacs)



Sr. Particulars 2010 2009 No. i) Letter of Credit outstanding 1234.84 719.32

ii) Guarantees issued by the Bank on behalf of the Company 374.61 271.00

ii) Claims against the Company not acknowledged as debt 474.41 231.32



2. Estimated amount of contracts remaining to be executed on capital account (Net of advances) not provided for Rs.1468.01 Lacs (Previous year Rs. 1451.06 Lacs).

3. During the year 50,00,000 (Fifty Lacs) 8% Non-Cumulative Redeemable preference shares of Rs 10/- each (Fully Paid-up) have been issued at a premium of Rs 50/- per share redeemable at the end of six years from the date of issue i.e. 26th Dec, 2009.

4. In terms of Section 22 of Micro, Small & Medium Enterprises Development Act 2006, the outstand- ing to these enterprises are required to be disclosed. However, these enterprises are required to get registered under the Act. On communicating with them no enterprise has fled any registration certifcation with the Company. Hence, the disclosure of required information is not applicable.

5. All the salvageable machinery and equipments of Singur projects have been/are being transferred to Sanand unit .Negotiations with Tata Motors Limited (TML) has been fnalized and facilitation agree- ment has been executed under which agreed relocation cost will be recovered by way of amortiza- tion in sales recoverable. Relocation amount to be recovered is included under the head ‘Advance recoverable in cash or in kind or for value to be received’.

6. Segment Information

i) Primary Segment Reporting

A. Primary business segments of the company are as under: -

(a) Sheet Metal Components, Assemblies & Sub-assemblies - Segment manufactures components etc.

(b) Tool, Dies & Moulds: Segment manufactures Dies for Sheet Metal Segment or sells Dies.

(c) Special Purpose Vehicle: Segment assembles and fabricates bodies of heavy vehicles

B. Inter Segment Transfer Pricing

Inter Segment Prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, within an overall optimization objective for the company.

7. Debtors and Creditors Balances are subject to confrmation.

8. Previous year fgures have been regrouped and/ or rearranged wherever considered necessary


Mar 31, 2009

1. Contingent liabilities:-

(Rs. In Lacs) Particulars 2009 2008

i) Letter of Credit outstanding 719.32 1397.39

ii) Guarantees issued by the Bank on behalf of the Company 271.00 0060.70

iii) Claims against the Company not acknowledged as debt 231.32 0231.32

2. Estimated amount of contracts remaining to be executed on capital account (Net of advances) not provided for Rs.1451.06 Lacs (Previous year Rs.821.06 Lacs].

3. In terms of Section 22 of Micro, Small & Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to get registered under the Act. On communicating with them no enterprise has fled any registration certifcation with the Company. Hence, the disclosure of required information is not applicable.

4. Consequent to the notifcation, issued by the Ministry of Corporate Affairs, amending the Accounting Standard (AS) 11 – The Effect of changes in Foreign Exchanges Rates, the exchange differences on foreign currency denominated long term borrowings relating to the acquisition of depreciable capital assets are adjusted in the carrying cost of such assets and the exchange differences on other long term foreign currency monetary items is amortised over its tenor till maturity or March 31, 2011, whichever is earlier. Earlier such differences were recognized in the proft and Loss Account. As a result an amount of Rs. 104.38 lacs (Net of Deferred Tax Assets of Rs. 53.75 lacs) related to F.Y 2007-08 has been adjusted in General Reserve as on April 01,2008 and Proft before tax for the year ended March 31, 2009 is higher by Rs.327.61 lacs (net of tax Rs.216.25 lacs).

5. Consequent upon the decision of shifting of Automobile plant by M/s Tata Motors Limited from Singur (West Bengal) to Sanand (Gujrat), the Company has also in-principal decided to shift its Singur plant to the new location. The Company is shifting salvageable machinery and other equipments from Singur to its other locations. Based upon the Management assessment presently no provision is considered necessary to the carrying cost of capital work in progress. Consequential adjustment with regard to impairment, if any, of the above assets will be made as and when ascertained.

6. The Company has, during the year, entered into a Joint Venture Agreement with Ogihara Thailand Co. Ltd. to establish a unit at Bangalore for manufacture of products for Toyota Kirloskar Motors Pvt. Ltd. (TKM). The Company alongwith its associates will be holding 51% paid-up equity shares capital in the Joint Venture Company.

(1) JBM MA Automotive Pvt. Ltd. was incorporated on 12/12/2007 and Indo Toolings Pvt. Ltd on 22/02/2008 respectively and have closed their frst accounts on 31/03/2009 comprising period of 15 months & 20 days in case of JBM MA Automotive Pvt. Ltd. and 13 months & 8 days in case of Indo Toolings Pvt. Ltd. The results given above companies are of the said periods.

(2) The company does not have a subsidiary as on 31/03/2009. The above data is furnished in accordance with AS-27 on “Financial Reporting of Interests in Joint Ventures” as notifed under Companies (Accounting Standards) Rules, 2006.

7. The Company has sold the assets held in inventory to the Joint Venture Company (JBM MA Automotive Pvt. Ltd.). The Assets sold have been adjusted directly from the inventory. The remaining plant & machinery is carried forward in inventory. The borrowing cost for the same has been included in the carrying cost of inventory.

8. Exceptional items represent proft on sale of asset.

9. The Company uses derivative contracts to hedge the interest rates and currency risk on its capital account. The Company does not use these contracts for trading or speculative purpose.

10. Retirement Benefts

A The Company has calculated the benefts provided to employees as under-

Provident Fund

During the year the Company has recognized the following amounts in the Proft and Loss account:- Employers Contribution to Provident Fund* Rs.80.43 Lacs.

B. State Plans

Employers contribution to Employee State Insurance

During the year the Company has recognized the following amounts in the proft and loss accounts:- Employers contribution to Employee State insurance* Rs.8.27 Lacs.

*included in contribution to Provident and other funds under Employee Remuneration and Benefts (Refer schedule 9).

C. Defned Beneft Plans

a) Contribution to Gratuity Fund – Employees Gratuity Fund.

b) Leave Encashment/ Compensated Absence

15. Segment Information

i) Primary Segment Reporting

A. Primary business segments of the company are as under: -

(a) Sheet Metal Components, Assemblies & Sub-assemblies - Segment manufactures components etc.

(b) Tool, Dies & Moulds: Segment manufactures Dies for Sheet Metal Segment or sells Dies.

(c) Special Purpose Vehicle: Segment assembles and fabricates bodies of heavy vehicles.

B. Inter Segment Transfer Pricing

Inter Segment Prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, within an overall optimization objective for the company.

11. Related Party Disclosure

Associate --

Joint venture JBM MA Automotives Pvt. Ltd.

Indo Toolings Pvt. Ltd. JBM Ogihara Automotives Pvt. Ltd.

Enterprises over which key Jay Bharat Exhaust System Ltd.

management personnel and JBM Industries Ltd.

Their relatives are able to exercise Neel Metal Products Ltd.

Jay Bharat Maruti Ltd. signifcant infuence

Gurera Industries Limited

Key management personnel and their Mr. H. R. Saini, Executive Director relatives Ms. Esha Arya, Executive Director

Mr. S. K. Arya , Father of Ms. Esha Arya , Executive Director

12. Previous year fgures have been regrouped and/ or rearranged wherever considered necessary


Mar 31, 2003

1. Contingent liabilities not provided for:,

(Rs. In Lacs)

2003 2002

1.1 Guarantees issued by the Bank on behalf of the Company 123.87 313.34

1.2 Letter of Credit outstanding - 260.59

1.3 Claims for Excise Duty not acknowledged as debt by the Company 14.25 13.11

1.4 Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances). 36.03 -

2. Future obligation in respect of land taken on lease amounts to Rs. 249 lacs (previous year Rs.252 lacs)

3. a) Sundry Creditors includes Rs.22.03 lacs (Previous year Rs.36.07 lacs) due to Small Scale and /or Ancillary Industrial undertakings to the extent such parties have been identified from available information with the Company.

b) The names of Small Scale and Ancillary Industrial undertakings to whom the company owes dues outstanding for more than 30 days at the Balance Sheet date are:

Allied Ferro Industries, Ashoka Enterprises, Associated Industries, Atop Products Pvt. Ltd., Azad Wood Works, Bharat Box Makers & Printers, Bhartiya Insulations, C.K. Enterprises, Capital Rubber & Plastic Products, Champion Engineering Works, Chasaki, Cherian & Associates, Classic Pneumatics, Cozy International, D.P. Auto Industries, Godavari Industries, Gupta Instrument Works, Hyline Auto Industries, International Castings, B.S. Bindra Engineers, Kanika Metals, Khosla Engineering Works, Marksman Industries, Metal Treatment Centre, Minda Stampings, Modern Engineering Industries, NGR Metal Perforators, Salim Wood Works, SMS Filtron Pvt. Ltd., Suruchi Alloys Pvt. Ltd., Ultra Ferro Metal Pvt. Ltd., Vikram Fabricators, Vinay Trading Corporation, Yamuna Industries.

The above information and that given in Schedule 5 "Current Liabilities and Provisions" regarding Small Scale and Ancillary Industrial undertakings has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the Auditors.

4. The Lease Hold Land at Faridabad is yet to be registered in the name of the Company. However, the Company has already obtained "No Objection Certificate" from lessor for change of name of the Company.

5. The Honble High Court of Delhi in the petition for demerger of JBM Tools Limited had directed that the shares of the Company be listed on National Stock Exchange, Delhi Stock Exchange and Bombay Stock Exchange of India. In accordance therewith the Company had filed an application which has not been approved by Delhi Stock Exchange Association Limited (DSE). The Company has preferred an appeal in the Honble High Court of Delhi against the decision.

6. The company has been advised that the computation of net profit for the purpose of remuneration to directors U/s 349 of the Companies Act, 1956 need not be enumerated since no commission has been paid to the directors. Only fixed monthly remuneration has been paid to the Executive Director as per Schedule XIII of Companies Act, 1956.

7. Segment Information

i) Primary Segment Reporting

A. Primary business segments of the company are as under: -

(a) Sheet Metal Components, Assemblies & Sub-assemblies - Segment sells components etc. primarily to Original Equipment Manufacturers (OEM).

(b) Tool, Dies & Moulds: Segment manufactures Dies for Sheet Metal Segment or sells Dies.

B. Inter Segment Transfer Pricing

Inter Segment Prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, within an overall optimization objective for the company.

ii) Secondary Segment Reporting by Geographical Segments:

The Company is engaged in business in India only, which in the context of Accounting Standard (AS) 17- Segment Reporting issued by The Institute of Chartered Accountants of India (ICAI) is considered the only Geographical segment.

8. Previous year figures have been regrouped and/or rearranged wherever considered necessary.

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