D) Terms / right attached to Equity Shareholders:
The company has one class of equity shares having a par value of ' 1/- per share. Each shareholder is eligible for one vote per share held. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the assets of the company remaining after distribution of all preferential amounts in proportion of their shareholding.
E) Terms / right attached to Preference Shareholders:
The Preference Shares have a face value of ' 1 (Rupee One) per Preference Share The Preference Shares are non-cumulative in nature and non-convertible
The Preference Shares holders have a right to a fixed preferential dividend of 2% per annum in priority to the dividend, if any, payable to equity shares subject to deduction of taxes at source if applicable. The Preference Shares shall not be entitled to participate in any profits in addition to the coupon rate mentioned above.
The holder of Preference Share shall have the right to vote in accordance with Section 47 of the Companies Act, 2013.
The Redemption of Preference shares shall be as per following terms:
i. ' 6 Crore shall be redeemed on 31st March of every year commencing from 31st March 2025 till 31st March 2033
ii. In the interim period between 31st March 2025 to 31st March 2033, in case of sale of any capital asset, being investment property or property, plant and equipment (as disclosed in the PPE Schedule), as held by the Transferor Companies and Transferee Company, upto 75% of such realisation proceeds (net of taxes, as applicable) shall be utilised towards redemption of the preference shares, subject to provisions of the Companies Act, 2013. This clause is applicable only if the realisation proceeds on sale of capital asset (net of taxes, as applicable) exceeds ' 3.5 Crores in the given financial years.
iii. The balance amount, if any, after giving effect to clause (i) and (ii) above, if any, shall be redeemed by the Company on 31st March 2034, as a final redemption of the preference shares.
iv. In the event of winding up of the Transferee Company, the holders of Preference Shares shall have a right to receive repayment of the capital paid-up and arrears of dividend, whether declared or not, up to the commencement of winding up, in priority to any payment of capital on the equity shares out of the surplus of the Transferee Company but shall not have any further right to participate in the profits or assets of the Transferee Company
* During the year under review, the provisions of Section 135 of the Act relating to Corporate Social Responsibility were not applicable to the Company as the Company does not fall under the criteria as specified under Section 135(1) of the Act.
However, pursuant to the Scheme, the contribution made towards CSR activities by Erstwhile Jaysynth Dyestuff (India) Limited ('15.80 Lakhs) and Erstwhile Jaysynth Impex Private Limited ('14.00 Lakhs) aggregating to '29.80 Lakhs in accordance with the provisions of the Act have been disclosed by the Company.
Most of the issues of litigation pertaining to Central Excise/Income Tax are based on interpretation of the respective Law & Rules thereunder. Management has been opined by its tax consultant that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities which supports its contention. As such no material impact on the financials of the Company is envisaged.
*Note : The Related Party Transactions includes transactions entered with related parties of Erstwhile Jaysynth Dyestuff (India) Limited and Erstwhile Jaysynth Impex Private Limited, which stands amalgamated with the company.
Terms and Condition of Transaction with Related Party
The Transaction with related parties are made on terms equivalents to those that prevail in arm's length transactions. Outstanding balance at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31st March, 2024, the company has not recorded any impairment of receviables related to amount owned by related parties. This assessment is undertaken each financial year through examing the financial position of the related party and the market in which the related party operates.
NOTE 35 : Business Combination
Business Combination under Common Control
Amalgamation of Jaysynth Dyestuff (India) Limited, Jaysynth Impex Private Limited with the company
The Board of Directors of the Company at its meeting held on Tuesday, 24th January, 2023 had considered and approved the Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and JD Orgochem Limited ("Transferee Company") and their respective shareholders and creditors, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme").
The Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT) vide order dated 17th April, 2024. The Scheme has become effective on 03rd May, 2024 upon filing of the certified copy of the order passed by NCLT with the Registrar of Companies. The Appointed date of the Scheme is 1st April, 2023. In terms of the Scheme all the assets, liabilities, reserves and surplus of the Transferor Companies have been transferred to and vested in the Transferee Company.
Consequent on the Scheme coming into effect and in accordance with the Share Exchange ratio as provided in the Scheme, on 21st May, 2024, the Company has considered and approved allotment of 12,16,55,800 fully paid up Equity Shares of ' 1/- each to the eligible shareholders of erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Noncumulative Non-participating Preference Shares of ' 1/- each to the eligible shareholders of erstwhile Jaysynth Impex Private Limited. Accordingly, the Company shall allot the aforesaid shares to the eligible shareholders as on the 'Record Date' fixed for the said purpose.
Accounting Treatment
1 Amalgamation of the Transferor Companies with the Transferee Company is accounted in the books of the Transferee Company for by way of as per "Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standard prescribed under Section 133 of the Act.
2 All the assets and liabilities of Transferor Companies are recorded in the financial statements of the Transferee Company at the carrying value as appearing in the financial statements of the Transferor Companies as on the Appointed Date.
3 The identity of the reserves pertaining to the Transferor Companies, are preserved and appear in the merged financial statements of Transferee Company in the same form in which they appeared in the financial statements of the Transferor Companies and it is aggregated with the corresponding balance appearing in the financial statements of the Transferee Company, as on the Appointed Date.
4 To the extent that there are inter-company loans, deposits, obligations, balances or other outstanding including any interest thereon, as between the Transferor Companies and the Transferee Company as the case may be, the obligations in respect thereof come to an end and there is no liability in that behalf and corresponding effect is given in the books of account and records of the Transferee Company for the reduction of such assets or liabilities as the case may be
5 The excess / deficit of the value of the assets over the value of liabilities of the Transferor Companies, pursuant to Amalgamation of the Transferor Companies with and into the Transferee Company, and as recorded in the books of account of the Transferee Company , after adjusting as above, are recorded as 'Capital Reserve' in the books of the Transferee Company.
6 Notwithstanding anything to the contrary contained herein above, the Board of Directors of the Transferee Company, in consultation with its statutory auditors to account for any of these balances in any manner whatsoever, as may be deemed fit, in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountant of India and generally accepted accounting principles.
7 The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.
c) Guarantees
Guarantees given by banks on behalf of the Company for contractual obligations of the Company. 1.75 0.75
d) Transaction with Struck off Companies:
The Company has reviewed transactions to identify if there are any transactions with struck off companies. To the extent information is available on struck off companies, there are no transactions with struck off companies.
e) Title deeds of leased assets held in the name of the Company:
The title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at balance sheet date.
f) The Company has used funds borrowed for the specific purposes only for the purposes which it has been borrowed.
g) With reference to Schedule 18 - Borrowings of financial statements for the year ended March 31,2024, we confirm that all charges created / satisfied during FY 2023-24 have been registered with the Ministry of Corporate Affairs.
h) The Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
i) No proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and rules made thereunder.
j) 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
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
k) 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
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
l) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
m) The Board of Directors of the Company at its meeting held on Tuesday, 24th January, 2023 had considered and approved the Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and JD Orgochem Limited ("Transferee Company") and their respective shareholders and creditors, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). The Scheme, inter alia, provides for amalgamation by absorption of Transferor Companies with and into Transferee Company (with effect from Appointed date 0151 April, 2023) and in consideration thereof, the Transferee Company shall issue equity shares and preference shares to the shareholders of Transferor Company 1 and Transferor Company 2 respectively. The equity shares shall be listed on Bombay Stock Exchange Limited. The scheme is, inter alia, subject to receipt of the statutory and regulatory approvals, including approvals from stock exchange, National Company Law Tribunal, Mumbai Bench and the shareholders and creditors of the Companies involved in the Scheme and the Company is in the process of seeking the same.
n) Previous year's figures have been regrouped / reclassified, wherever necessary to confirm to the current year presentation.
|