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JCT Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2021

Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2021

Notes:-

1. The above results have been reviewed by the Audit Committee of the Board and subsequently approved by the Board of Directors at their respective meetings held on June 11, 2021.

2. These financial results have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

3. The Company took secured loans of Rs. 9,945.00 lakhs from Assets Reconstruction Companies (the Tenders'). In terms of the loan agreements, the Company was required to issue Equity Shares in lieu of additional interest (other than and in addition to the normal interest) of Rs. 759.10 lakhs, computed on Net Present Value basis (NPV) on these loans subject to statutory approvals. Accordingly, the Company had sought in-principle approval for allotment of Equity Shares as per SEBI (ICDR) regulations, under the category of consideration other than cash, from Bombay Stock Exchange (BSE). However, the BSE considering that these shares are to be issued on NPV for the interest of the future period did not agree to the contention of the Company to issue the shares under this category. The Company then approached the Securities and Exchange Board of India (SEBI), and as SEBI also rejected the plea of the Company, the Company filed an appeal before the Hon'ble Securities Tribunal, Mumbai, where the matter was decided in favour of the Company, however, against the said order the appeal was field by BSE in the Hon’ble Supreme Court of India, which has since been dismissed by the Hon'ble Court on 4th February, 2021, and the matter has been finally decided in favor of the Company. Thereafter the Company filed the application with BSE for the grant of in-principle approval for issue of the Equity Shares and after getting the approval on 27th April, 2021, the Company has since alloted 2,99,06,026 Equity Shares having face value of Rs. 2.50 each, aggregrating to Rs. 747.65 lakhs on 5th May, 2021 (after deducting the applicable Tax at Source of Rs. 11.45 lakhs) towards the final settlement of the additional interest of Rs. 759.10 lakhs as per the agreement with the lenders. As the matter was pending with the Hon'ble Judiciary Authorities / Courts, the Company was not able to allot these Equity Shares, and in the presence of the uncertainty in the mode of payment / quantum of interest no provision towards the said interest was made in the accounts till the earlier year, with the understanding that the same will be accounted for in the period the matter is finally decided/resolved. Accordingly, the said interest of Rs. 759.10 lakhs for which the Equity shares have been issued subsequently in May, 2021, has been accounted for during the current year to ensure its charge to the revenue over the initial period of the term loan i.e. amount of Rs. 396.36 lakhs (net of Rs. 118.79 lakhs provided in an earlier year) has been been charged during the year 2020-21 as Interest (for the period from the date of grant of term loan till 31st March, 2021) and the balance' amount of Rs. 243.95 lakhs will be charged in future over the remaining period of the term loan to ensure its charging to the revenue over the period of term loan on straight line basis.

4. Accumulated losses have resulted in erosion of substantial net worth of the Company, however, the Company has been able to improve its financial performance by change of its prodctuct mix to ensure the increased manufacturing of the high margin products and also by rationalizing its production, man power and other cost /overheads etc., which has resulted in the profit during the current year. Further, to improve its liquidity / cash flow, and to revive its financial position by reducing its debts, the Company is in the process of disposing off some of its non-core property.

Considering the above, and the future profitability and cash flow projections and the continued support of its promoters, lenders, business associates and workmen, the management is hopeful of further improvement in its financial position / performamce, and accordingly the financial results have been prepared on a going concern basis.

5. The SARS-CoV-2 virus responsible for COVID-19, which has been declared a Global pandemic by the World Health Organization in 2020, had led to nation wide lockdown during the year for a quite considerable time. It contributed to a significant decrease in global and local economic activities, and is presently re-spreading and is on increasing trend across the globe including India, with various mutating variant. In assessing the recoverability of the receivables, and other financial and non-finandal assets, the Company has considered internal and external information including economic forecasts available, and based on such information and assessment, the Company expects to recover the carrying amount of these assets. The impact of the pandemic may differ from that estimated as at the date of approval of these financial results, and such changes, if any, will be prospectively recognised. Further, the extent to which the COVID-19 pandemic will impact the Company's future activities and financial results will depend on future developments which are highly uncertain, and as such no impact thereof, if any required, could be takeb in these financial results.

6. The figures for the quarter ended March 31, 2021 and the corresponding quarter ended in the previous year are the balancing figures between audited figures of the full financial year and published unaudited year to date figures up to the third quarter of the current and previous financial year respectively, which were subjected to limited review.

7. The figures of the previous quarter/year have been regrouped/reclassified, wherever necessary, to confirm to current quarter's/year’s classification.

Samir Thapar
Chairman & Managing Director