(XII) Provisions & Contingent Liabilities:
Provisions are recognised when the Company has a
present obligation (legal or constructive), as a result
of past events, and it is probable that an outflow
of resources, that can be reliably estimated, will be
required to settle such an obligation.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the balance sheet date, taking
into account the risks and uncertainties surrounding
the obligation. When a provision is measured using the
cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash
flows (when the effect of the time value of money is
material)
When some or all of the economic benefits required to
settle a provision are expected to be recovered from a
third party, a receivable is recognized as an asset if it is
virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
A disclosure for contingent liabilities is made where
there is¬
a) a possible obligation that arises from past events
and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more
uncertain future events not wholly within the
control of the entity; or
b) a present obligation that arises from past events
but is not recognised because:
i) it is not probable that an outflow of resources
embodying economic benefits will be required
to settle the obligation; or
ii) the amount of the obligation cannot be
measured with sufficient reliability.
A contingent asset is a possible asset that
arises from past events and whose existence
will be confirmed only by the occurrence or
nonoccurrence of one or more uncertain future
events not wholly within the control of the entity.
Commitments include the amount of purchase
order (net of advances) issued to parties for
completion of assets.
Provisions, contingent liabilities, contingent
assets and commitments are reviewed at each
reporting period.
Provisions for onerous contracts are recognised
when the expected benefits to be derived by
the Company from a contract are lower than
the unavoidable costs of meeting the future
obligations under the contract.
(XIII) Cash and cash equivalents:
Cash and cash equivalent in the Balance Sheet comprise
cash at banks and on hand and short-term deposits
with an original maturity of three months or less, which
are subject to insignificant risk of changes in value.
(XIV) Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
from time to time. For the year ended March 31, 2025,
MCA has notified Ind AS - 117 Insurance Contracts and
amendments to Ind AS 116 - Leases, relating to sale
and leaseback transactions, applicable to the Company
w.e.f. April 1, 2024. The Company has reviewed the
new pronouncements and based on its evaluation has
determined that it does not have any significant impact
in its financial statements.
3) Key sources of estimation uncertainty and
critical accounting judgements
In the course of applying the policies outlined in all
notes under Section 2 above, the Company is required
to make judgements, estimates and assumptions about
the carrying amount of assets and liabilities that are
not readily apparent from other sources. The estimates
and associated assumptions are based on historical
experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the
period of the revision and future period, if the revision
affects current and future period.
i. Contingencies
Accounting for contingencies requires significant
judgement by management regarding the estimated
probabilities and ranges of exposure to potential loss.
The evaluation of these contingencies is performed by
various specialists inside and outside of the Company.
Such assessment of the Company's exposure to
contingencies could change as new developments
occur or more information becomes available. The
outcome of the contingencies could vary significantly
and could materially impact the company's results and
financial position. The management has used its best
judgement in applying Ind AS 37 ’Provisions, Contingent
Liabilities and Contingent Assets' to these matters.
Fair value measurement and valuation processes Some
of the Company's assets are measured at fair value
for financial reporting purposes. The Management
determines the appropriate valuation techniques and
inputs for fair value measurements. In estimating the fair
value of an asset, the Company used market observable
data to the extent it is available information about the
valuation techniques and inputs used in determining
the fair value of various assets are disclosed in note 23.
ii. Impairment of investment in associates
Determining whether the investments in associates
are impaired requires and estimate in the value in use
of investments. In considering the value in use, the
Directors have anticipated the future commodity prices,
anticipated market price of listed shares, discount rates
and other factors of underlying assets of the investee
companies. Any subsequent changes to the cash flows
due to changes in the above-mentioned factors could
impact the carrying value of investments.
iii. Defined benefit plans
The cost of defined benefit plan and other post¬
employment benefits and the present value of such
obligations are determined using actuarial valuations.
An actuarial valuation involves making various
assumptions that may differ from actual development
in the future. These include the determination of the
discount rate, future salary escalations and mortality
rates etc. Due to the complexities involved in 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.
iv. Provisions and liabilities
Provisions and liabilities are recognized in the period
when it becomes probable that there will be a future
outflow of funds resulting from past operations or the
events that can reasonably be estimated. The timing
of recognisation requires application of judgement to
existing facts and circumstances which may be subject
to change. The amounts are determined by discounting
the expected future cash flow at a pre- tax rate that
reflects current market assessments of the time value
of money and the risks specific the liability.
v. Taxes
Current Tax
Tax expense is calculated using applicable tax rate
and laws that have been enacted or substantially
enacted. In arriving at taxable profits and all tax bases
of assets and liabilities the Company determines
the taxability based on tax enactments, relevant
judicial pronouncements and tax expert opinions, and
makes appropriate provisions which includes an
estimation of the likely outcome of any open tax
assessments / litigations. Any difference is recognised
on closure of assessment or in the period in which they
are agreed.
Deferred Tax
Deferred tax is recorded on temporary differences
between the tax bases of assets and liabilities and their
carrying amounts, at the rates that have been enacted
or substantively enacted at the reporting date. The
ultimate realisation of deferred tax assets is dependent
upon the generation of future taxable profits during the
periods in which those temporary differences become
deductible. The Company considers the expected
reversal of deferred tax liabilities and projected future
taxable income in making this assessment. The amount
of the deferred tax assets considered realisable,
however, could be reduced in the near term if estimates
of future taxable income during the carry-forward
period are reduced.
vi. Obligations in respect of Pledged shares
The Company has pledged some of its shares on behalf
of its group companies towards availing credit facilities
by group companies. The Company continuously
monitors performance of its group companies and
ensures timely fulfilment of commitments. In view of
this, obligations in respect of estimation of probable
loss in respect of pledged shares is considered nil.
vii. Fair value measurement and valuation processes
Some of the Company's assets are measured at fair
value for financial reporting purposes. The Management
determines the appropriate valuation techniques and
inputs for fair value measurements. In estimating the fair
value of an asset, the Company used market observable
data to the extent it is available information about the
valuation techniques and inputs used in determining
the fair value of various assets are disclosed in note 8.
viii. Impairment of Financial Assets
Impairment of Financial Assets The measurement of
impairment losses across all categories of financial
assets requires judgement, in particular, the estimation
of the amount and timing of future cash flows and
collateral values when determining impairment losses
and the assessment of a significant increase in
credit risk. These estimates are driven by a number of
factors, changes in which can result in different levels
of allowances. The Company's ECL calculations are
outputs of complex models with a number of underlying
assumptions regarding the choice of variable inputs
and their inter-dependencies. Elements of the ECL
models that are considered accounting judgements and
estimates include: a. b. The Company's internal credit
grading model, which assigns PDs to the individual
grades. The Company's criteria for assessing, if there
has been a significant increase in credit risk, and so,
allowances for financial assets, should be measured on
a LTECL basis and the qualitative assessment. c. d. e.
f. The segmentation of financial assets when their ECL
is assessed on a collective basis. Development of ECL
models, including the various formulas and the choice
of inputs. Determination of associations between
macro economic scenarios and economic inputs,
such as unemployment levels and collateral values,
and the effect on PDs, EADs and LGDs. Selection of
forward-looking macro-economic scenarios and their
probability weightings, to derive the economic inputs
into the ECL models. It has been the Company's policy
to regularly review its models in the context of actual
loss experience and adjust, when necessary.
Nature and purpose of reserves:
1. General reserve
General Reserve mainly comprised of (i) amount transferred pursuant to the Scheme of Arrangement and (ii) amount
transferred from Reserve Fund created as per Section 45-IC of Reserve Bank of India Act, 1934 post deregistration as
NBFC.
2. Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve. Retained
earnings includes re-measurement loss /(gain) on defined benefit plan, net of taxes that will not be reclassified to
Statement of Profit and Loss. Retained earnings is a free reserve available to the Company.
3. Equity settled share based payment reserve
The Company offers ESOP under which options to subscribe for the Company's share have been granted to certain
employees and senior management. The share based payment reserve is used to regonise the value of equity settled
share based payments provided as part of the ESOP scheme.
4. Equity instruments through other comprehensive income
The Company has elected to recognise changes in the fair value of certain investments in financial instruments in other
comprehensive income.
Note 26
Employee share based payment plan:
The details of share-based payment arrangement as on 31st March, 2025 are as under: SHRI O. P. JINDAL EMPLOYEES STOCK
OWNERSHIP PLAN (JSWHL) 2021 - (ESOP -2021)
The board of directors approved the SHRI O. P. JINDAL EMPLOYEES STOCK OWNERSHIP PLAN (JSWHL) 2021 - (ESOP -2021)
on 7th August, 2021 for issue of stock options to the employee of the Company. Board has authorised the Compensation
committee for the superintendence of the ESOP Plan.
The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain
percentage of individuals fixed salary compensation. 25% of the grant would vest at the end of the first year, 25% of the grant
would vest at the end of second year and the remaining 50% of the grant would vest at the end of the third year with a vesting
condition that the employee is in continuous employment with the Company till the date of vesting.
Note 27
Employee Benefits:
A) Defined contribution plan:
The Company operates defined contribution retirement plans for all qualifying employees. The Company's contribution
to Provident Fund recognised in the statement of profit and loss ' 26.93 lakhs (Previous year ' 25.32 lakhs) (Refer Note
No. 20)
B) Defined benefit plan:
The Company operates defined benefit plans for all qualifying employees.
Gratuity (Non-funded) :
The Company provides for gratuity to its employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall
be payable to an employee on the termination of employment after rendering continuous service for not less than five
years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five
years shall not be required. The amount of gratuity payable on retirement/ termination is the employee's last drawn basic
salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed.
Priviledged Leave (PL) - Unutilised PL balance at the end of the calendar year (31st December) shall be encashed at the
prevailing basic pay and no carry forward is allowed.
C. Capital Management & Risk Management Strategy
i Capital risk management
The Company's objective is to maintain a strong & healthy capital ratios and establish a capital structure that would
maximise the return to stakeholders through optimum utilisation of its funds. The Company is having strong capital
ratio and minimum capital risk. The Company's capital requirement is mainly to fund its strategic acquisitions. The
principal source of funding of the Company has been, and is expected to continue to be, cash generated from its
operations..
The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes,
interest bearing loans and borrowings less cash and cash equivalents, Bank balances other than cash and cash
equivalents and current investments. The Company does not have any debt and also any sub-ordinated liabilities.
ii Risk management framework
Board of Directors of the Company has developed 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 evaluate the adequacy of the risk management framework in
relation to the risk faced by the Company.
iii Financial risk management
The Company has formulated and implemented a Risk Management Policy for evaluating business risks. 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 aim to mitigate the following risks arising from the financial instruments:
a) 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. Credit risk encompasses of both, the direct risk of default and the risk of deterioration
of creditworthiness as well as concentration risks. Pledge obligation risk is the risk that may occur in case
of default on part of Pledgee company which may immediately amount to loss of assets of Company. The
Company has adopted a policy of only dealing with creditworthy counterparties to mitigating the risk of
financial loss from defaults. Company's credit risk arises principally from loans, Trade receivable and cash &
cash equivalents.
- Loans
The Company has adopted loan policy duly approved by the Company's Board. The objective of said policy
is to manage the financial risks relating to the business, focusses on capital protection, liquidity and yield
maximisation. Investments of surplus funds are made only in approved counterparties within credit limits
approved by the board. The limits are set to minimise the risks and therefore mitigate the financial loss
through counter party's potential failure to make payments.
- Trade receivables
The trade receivable of the Company generally spread over limited numbers of parties. The Company
evaluates the credit worthiness of the parties on an ongoing basis. Further, and the history of trade
receivable shows negligible provision for bad and doubtful debts. Therefore, the Company does not
expect any material risk account of non-performance from these parties.
- Cash and cash equivalents
Credit risks from balances with banks and financial institutions are managed in accordance with the
Company policy. The Company's maximum exposure to the credit risk for the components of balance
sheet as at March 31, 2025 and March 31, 2024 is the carrying amounts mentioned in Note No 4.
Credit risk arises from balances with banks is limited and there is no collateral held against these.
b) Liquidity risk management
Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage
of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The
Company requires funds both for short term operational needs as well as for long term strategic investments.
The Company generates sufficient cash flow for operations, which together with the available cash and cash
equivalents provide liquidity in the short-term and long-term. The Company has established an appropriate
liquidity risk management framework for the management of the Company's short, medium and long-term
funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate
reserves, banking facilities and by continuously monitoring forecast and actual cash flows, and by matching
the maturity profiles of financial assets and liabilities.
The following tables detail the Company's remaining contractual maturity for financial liabilities and financial
assets. The tables have been drawn up based on the undiscounted cash flows of financial assets and liabilities.
c) Market risk
The Company's activities expose it primarily to the financial risks of changes equity price risk as explained below:
Equity price risks:
Equity price risks is related to the change in market reference price of the instruments in quoted securities.
The fair value of some of the Company's investments exposes to company to equity price/NAV risks. In general,
these securities are not held for trading purposes.
Equity price sensitivity analysis:
The fair value of equity instruments other than investment in associates (including covertible preference
shares) as at March 31, 2025 and March 31, 2024 was ' 33,07,211.64 Lakhs and ' 27,11,557.12 Lakhs
respectively. A 5% change in price of equity instruments held as at March 31, 2025 and March 31, 2024 would
result in:
Notes:
1. The transactions are inclusive of taxes wherever applicable.
2. The transactions are disclosed under various relationships (i.e. subsidiary, associate, joint ventures and other related
parties) based on the status of related parties on the date of transactions.
Terms and conditions
Interest
Interest Income is received on Loans given to group companies in ordinary course of business. These transactions are
based on agreements signed with group companies. The Company has not recorded any loss allowances for interest
receivable from group companies.
Pledge fees
Pledge fees is received from group companies towards pledging of shares of Listed companies for availing credit facilities
by group companies. These transactions are based on agreements signed with group companies. The Company has not
recorded any loss allowances for pledge fees receivable from group companies.
Loans
The Company has given loans to group companies for general corporate perpose. The loan balances as at 31st March,
2025 was '1,19,046.50 lakhs. These loans are unsecured and carry an interest ranging from 9% to 11% repayable within
a period of one to five years.
Royalty fees
The Company has paid Royalty Fees towards use of JSW Logo which is in ordinary course of business. These transactions
are based on agreements signed with group companies.
Note 30.1
a) As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to
Key Managerial Personnel is not ascertainable and therefore not included in above.
b) The Company has recognized an expense of '33.50 Lakhs (Previous year ' 25.32 Lakhs) towards employee stock options
granted to Key Management Personnel. The same has not been considered as managerial remuneration of the current
year as defined under Section 2(78) of the Companies Act, 2013 as the options have not been exercised
c) The Independent Non-Executive Directors are paid remuneration by way of sitting fees. The Company pays sitting fees
of '80,000 for each meeting of the Board and '50,000/- for sub-committees attended by them.
As the Company is an "Unregistered CIC" as per the Core Investment Companies (Reserve Bank) Directions, 2016, the above
ratios are not applicable to the Company.
Note 33
Segment Reporting:
The Company's primary business segment is Investing & Financing primarily with operations in India and regularly reviewed by
the Chief Operating Decision Maker ('CODM') for assessment of Company's performance and resource allocation.
Based on guiding principles given in Indian Accounting Standard (Ind AS) 108 on 'Operating Segments' notified under the
Companies (Indian Accounting Standards) Rules, 2015. These activities have similar risk & returns. As Company's business
activities fall within a single primary business segment, the disclosure requirements of Ind AS 108 are not applicable.
The information relating to revenue from external customers and location of non-current assets of its single reportable
segment has been disclosed as below:
Note 34
Code of Social security :
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company
towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social
Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration
by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give
appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to
determine the financial impact are published.
Note 35
Audit Trail :
The Company has been maintaining its books of accounts which has feature of recording audit trail of each and every
transaction, creating an edit log of each change made in books of account along with the date when such changes were
made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3
of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021.
Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record
retention to the extent it was enabled and recorded in the respective year.
Note 36
The disclosure on the following matters required under Schedule III as amended not being relevant or applicable in case
of the Company, same are not covered:
a) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
b) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authorities.
d) The Company has not entered into any scheme of arrangement.
e) No registration and/or satisfaction of charges are pending to be filed with ROC.
f) There are no transactions which are not recorded in the books of account which have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.
g) The Company does not have any transaction with those companies whose name has been struck off.
h) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013
read with the Companies (Restriction of number of layers) Rules, 2017.
i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding 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.
j) 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.
Note 37
The additional information pursuant to Schedule III to the Companies Act, 2013 are either Nil or Not Applicable.
Note 38
Previous year's figures have been reclassified/regrouped, wherever necessary, to conform to current year's classification.
For and on behalf of the Board of Directors
N. K. JAIN Manoj Kumar Mohta Akshat Chechani
Chairman Whole Time Director, CEO & CFO Company Secretary
DIN: 00019442 DIN: 02339000 Membership No.A-23506
Place : Mumbai
Date : 28th May, 2025
|