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Notes to Accounts of Jaihind Projects Ltd.

Mar 31, 2015

1. Micro, Small and Medium scale business entities:

There are no dues to Micro & Small Enterprises as at March 31, 2015. This information required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

2. Employee Benefits:

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other Funds" in Note 23: Rs. 7.20 lacs (Previous Year- Rs. 19.72 lacs).

Defined Benefit Plans

The Company has defined benefit plans for gratuity to eligible employees. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

3. Segment Reporting:

The Company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, on Segment Reporting specified under section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014, it is considered to constitute one single primary segment.

4. Derivative Instruments:

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contracts for speculative purposes.

5. Revenue of Rs. 16,415.59 lacs pertains to the work executed by the Company, claims for fixed extended stay charges, AHR items, refund of liquidity damage/PRS due to cost over-run, deviation in design and change in scope of work, equipment rental, etc. These claims have been raised based on actual work execution, terms of contract and generally accepted business practice, for which Company is at various stage of negotiation/discussion on a continuing basis. The Company is also pursuing simultaneously option of arbitration. The Company has been legally advised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/discussion with the clients, the management is confident of approval/acceptance of the claims.

6. The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO). As per the terms of the contract the Company had provided bank guarantee to "Arabian Pipeline Projects Company" (APPCO) and "Arabian Pipeline Projects Company" (APPCO) provided collective bank guarantee to "Saline Water Conversion Corporation" (SWCC). The Company successfully executed the project for two and half year. However "Arabian Pipeline Projects Company" (APPCO) was failing to provide the site clearance as per agreed terms in time and as a result the Company was not able to execute its part of contract. The project was proceeding slowly for no fault of the Company, resulted into cash crunch at Kingdom of Saudi Arabia site due to less turnover against the resources deployed without improvising/ making good the deficiencies and draw back on the part of "Arabian Pipeline Projects Company" (APPCO), the Company was issued notices by "Arabian Pipeline Projects Company" (APPCO) for various alleged defaults. To resolved the differences an understanding was arrived at between the Company and "Arabian Pipeline Projects Company" (APPCO) for execution of balance work by "Arabian Pipeline Projects Company" (APPCO). However "Arabian Pipeline Projects Company" (APPCO) could not execute the project satisfactorily and the progress of the work became very slow. The "Arabian Pipeline Projects Company" (APPCO) instead of improving upon its function at Kingdom of Saudi Arabia site, invoked BG of Rs. 6,051.04 lacs given by the Company against the terms and condition of understanding. The Company believes that this invocation is in violation of the terms of the agreement entered into with the "Arabian Pipeline Projects Company" (APPCO), moreover "Saline Water Conversion Corporation" (SWCC) has not invoked BG. The Company has disputed the BG invocation by "Arabian Pipeline Projects Company" (APPCO) before Hon'ble Civil Court, Ahmedabad. The Civil Court has granted stay on payment of bank guarantee till the final disposal of the suit. The Company has also referred the matter for arbitration before "The London Court of International Arbitration" as provided in the terms of contract. Pending the legal proceedings in the above matter, the Company has not given effect to the bank guarantee invoked by the "Arabian Pipeline Projects Company" (APPCO).

7. In respect of the contract work awarded by "Brahmaputra Cracker and Polymer Limited" (BCPL), the Company has raised claims of Rs. 39,899.91 lacs on "Brahmaputra Cracker and Polymer Limited" (BCPL) on account of client caused delay, deviation in design and change in scope of work etc. which are disputed by the client. The Company has referred the matter to arbitration. In the meantime "Brahmaputra Cracker and Polymer Limited" (BCPL) has invoked the bank guarantee of Rs. 4,738 lacs on April 17, 2015. Since the matter is pending before arbitration the Company has not given effect to the Assets and Liabilities as required under Accounting Standard (AS)-4 on "Contingencies and Events Occurring After the Balance Sheet Date", issued by the ICAI.

8. The Company has made investments in its subsidiaries aggregating to Rs. 665.00 lacs reported under "Non-Current Investments". Though there is erosion in the net worth, current year losses, legal cases by lenders and creditors against the said subsidiaries, based on the management's internal assessment regarding survival of the said subsidiaries, assessment regarding recovery of claims and dues from the customers, and legal opinion obtained by the management the diminution in value is temporary. Hence, the investments are valued at cost.

9. The Company had executed CDR agreement with its principal lenders but could not comply with the terms of the scheme for repayment of principal and interest, resulting into account becomes NPA. Hence, the Company has reversed Interest expense of Rs. 754.11 lacs on loans from banks by way of credit to "Interest Expenses" in statement of profit and loss account.

10. The Company could not repay principal and interest due to NBFCs as per the terms of the sanction since January-2015 resulting into account becoming NPA. Hence no provision of interest on loans from NBFCs aggregating to Rs. 2,215.02 lacs as on March 31, 2015 (Previous year Rs. 3,033.10 lacs) has been made.

11. The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.

12. There were old outstanding liabilities amounting to Rs. 1,353.21 lacs which were disputed / agitated by the Company for various reasons. There were old receivables and dues of Rs. 397.28 lacs which were in disputes. The Company had continuous verbal and written communication / representation and follow up without any success. These dues and receivables are older than three years. Based on the internal assessment and a legal opinion, the Company has written back the liabilities of Rs. 1,353.21 lacs and written off receivables of Rs. 397.28 lacs in the standalone financial statements.

13. Trade receivable of Rs. 12,013.96 lacs outstanding as at March 31, 2015 representing various claims raised in earlier years, based on the terms and conditions implicit in the contracts and receivables in respect of closed/suspended projects. These claims are mainly in respect of fixed extended stay charges, AHR items, refund of liquidity damage/PRS due to cost over-run, deviation in design and change in scope of work, equipment rental etc, for which the Company is at various stage of negotiation/discussion with clients or under arbitration. The Company has been legally advised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/discussion with the clients, the management is confident of recovery of these receivables.

14. The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO) There were major dispute with "Arabian Pipeline Projects Company" (APPCO) for execution of the projects, co-ordination of work, delay in execution, cost overrun and deviation in design and change in scope of work. Bank guarantee of Rs. 6,051.04 lacs was invoked by the "Arabian Pipeline Projects Company" (APPCO) which is disputed by the Company. The Company has raised Claims of Rs. 42,292.77 lacs on "Arabian Pipeline Projects Company" (APPCO) for client caused delay, deviation in design, change in scope of work and equipment rental which is disputed by the "Arabian Pipeline Projects Company" (APPCO). The "Arabian Pipeline Projects Company" (APPCO) has taken over the control of the sites, assets, liabilities and project work allocated to Jaihind Projects Limited. The Company has referred this matter to "The London Court of International Arbitration" for arbitration. Since the matter is in dispute and Company does not have access to the financial statements and supporting of Joint project with "Arabian Pipeline Projects Company" (APPCO), the assets, liabilities, revenue and expenditure of project at Kingdom of Saudi Arabia are accounted for in the financial statements on the basis of unaudited financial information for project at Kingdom of Saudi Arabia available with the Company and it is summarized below. Based on the management's internal assessment and legal opinion obtained by the Company, the Company is fairly certain of realization of assets and dues from client as reported in these financial statements.

15. The Company has incurred Net Loss of Rs. 1,792.43 lacs during the year ended March 31, 2015. The Company has also failed to comply with the terms of CDR stipulated by CDR agreement dated March 29, 2013. The Company is implementing various long-term measures to improve its cash flow and revival of the operations of the Company. The Company is pursuing recovery of its claims raised against clients through persuasion, arbitration and legal remedy The Company is exploring multiple options of financial restructuring and is in discussions with lenders and other institutions to raise finance for revival of its operations, negotiating with strategic investors. On positive outcome of efforts in above direction, the Company will be able to make optimum utilization of its resources, renegotiate its contracts and complete the on-going projects to generate future cash flows, meet its financial obligations towards lenders and creditors. The Company believes that these measures will not only generate cash flows for revival but will also result in future orders and consequently sustainable cash flows. The promoters also continue to be committed to providing the required operational and financial support to Company in the foreseeable future. In view of the foregoing, the Company's financial statements have been prepared on a going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business.

16. Previous year figures have been regrouped / reclassified wherever necessary to conform to current year's classification.


Mar 31, 2014

1. SHARE CAPITAL

The Company has only one class of shares referred to as equity shares having par value of Rs 10/-. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

1) The Company had executed a Corporate Debt Restructuring (CDR) agreement with its principal lenders comprising of IDBI Bank, Canara Bank, SBI, Indian Bank, Bank of Baroda and SREI Equipment Finance Pvt. Ltd. The CDR Cell approved the package for restructuring of loans worth Rs 705.43 Crores which is repayable in 32 quarterly instalments commencing from 30th November 2014 to be fully repaid by 31st August 2022 in the manner shown below:

The package has been implemented by all lenders.

Security Details

a) WC / WCTL / FITL are secured by first charge on pari passu basis on current assets, unencumbered movable assets with consortium member banks, mortgage of office at Venus Atlantis, Prahladnagar, Ahmedabad, pledge of FDs worth Rs 6.23 Crores, assignment of LIC policies of Shri P. L. Hinduja and second charge on all assets of solar project ranking pari passu.

b) Term Loans of SBI and SREI are secured by exclusive charge over specific equipments purchase out of loan. Year 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 Proportion of repayment 2% 5% 8% 14% 15% 16% 16% 16% 8% The rates of interest during tenure of loan shall be as under: 1 - 3 years 4 - 6 years 7 - 10 years Proportion of repayment 10.50% 12.00% 13.50% Lender-wise breakup is as under: Bank Amount in Rs Crores IDBI 188.09 Canara Bank 127.13 State Bank of India 97.19 Indian Bank 108.55 Bank of Baroda 135.88 SREI 48.59 Total 705.43

c) Common security for all CDR lenders - Negative lien on agricultural land at Panvel (Kumbhivali) owned by the Company, mortgage of five flats at Sabarmati, pledge of entire promoters'' shareholding, except already pledged, personal guarantee of Shri P. L. Hinduja, Shri Gaurav Hinduja and Smt. Nita Hinduja, Corporate Guarantee of holding company, DCOM Systems Ltd and Corporate Guarantees of Subsidiaries viz. Jaihind Infratech Projects Pvt. Ltd. and Jaihind Green Energy Ltd.

2) Term loans External Commercial Borrowings (ECBs) for part finance for the Solar photovoltaic Based Power Plant [total outstanding - USD 9.625 Million (Previous year: USD 11 Million)] are secured against the 5 MW Solar Power Plant. The loans are repayable, in 18 equal half yearly instalments commencing at the end of 18th month from the date of first disbursement. i.e. 21st November 2011. Therefore 2 instalments paid till 31st March 2014. The company has secured the first 11 instalments from currency risk by taking forward covers. The remaining instalments are auto hedged by expected future foreign currency inflows matching the loan repayment obligation.

3) Loans from Financial Institutions for purchase of Vehicles and Machineries [total outstanding - Rs 3033.10 Lacs (Previous year: '' 7,353.95 Lacs)] are secured against the Vehicles and Machineries purchased out of those loans. These loans are treated as a Non Performing Assets by Financial Institutions

4) The promoters brought Rs 482.00 Lacs (Previous year: Rs 2023.96 Lacs) total amounting to Rs 2505.96 Lacs as a promoters'' contribution as per term condition of CDR. The said promoters'' contribution will be converted in preferential equity share in next financial years. 2. Contingent Liabilities not provided for :

In Lacs As At 31.03.2014 As At 31.03.2013

Disputed Service Tax demand 613.74 613.74

Disputed Works Contract Tax 85.23 85.23

Disputed demand of Income Tax Authority 49.05 3.21 Guarantees given by bankers on behalf of the Company 17,321.01 21,679.08

Guarantee given by Company on behalf of subsidiary 3,400.00 3,400.00



The Company''s interest in these Joint Ventures is reported as Non-Current Investments (Note-11) and stated at cost. The Company''s proportionate share in the assets, liabilities, income and expenses etc. (each without elimination of the effect of transactions between the Company and the Joint Venture) in the said Joint Ventures is given below:

3. Micro, Small and Medium scale business entities:

There are no dues to Micro & Small Enterprises as at 31st March 2014. This information required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

4. Employee Benefits:

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognised under "Contribution to Provident and Other Funds" in Note 23: '' 19.72 Lacs (Previous Year- '' 44.14 Lacs).

Defined Benefit Plans

The Company has defined benefit plans for gratuity to eligible employees. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

Status of gratuity plan as required under AS 15 (Revised):

5. Segment Reporting: The company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, on Segment Reporting issued under Companies (Accounting Standards) Rules, 2006 as amended, it is considered to constitute one single primary segment.

6. Derivative Instruments:

The company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company''s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

(i) During the year companies has entered to three new forward contracts and outstanding Forward Exchange Contracts entered into by the Company on account of borrowings are as below: Expenditure on account of premium on forward exchange contracts recognized in the profit and loss account aggregates to Rs 176.95 Lacs (Previous year: Rs 89.08 Lacs).

ii) The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

7. Disclosures in respect of incomplete contracts in accordance with Accounting Standard-7 (Revised)

8. The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.


Mar 31, 2013

1. Contingent Liabilities not provided for : Rs. Lacs

Particulars As At As At 31.03.2Q13 31.03.2012

Disputed Service Tax demand 611.74 613.74

Disputed Works Contract Tax 85.23 85.23

Disputed demand of Income Tax Authority 3.21 4.14

Guarantees given by bankers on behalf of the Company 21,679.08 24,327.37

Uncalled liability on shares partly paid 68.55 68.55

Guarantee given by Company on behalf of subsidiary 3.400.00 3,400.00

2. Micro, Small and Medium scale business entities :

There are no dues to Micro & Small Enterprises as at March 31, 2013. This information required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

3. Employee Benefits :

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognised under "Contribution to Provident and Other Funds" in Note 24:779.59 Lacs (Previous Year- 731.84 Lacs). The change to provision for gratuity being negative, the total amount under Note 24 is lesser at 744.14 Lacs.

Defined Benefit Plans

The Company has defined benefit plans for gratuity to eligible employees. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

4. Segment Reporting:

The company operates in a single business segment i.e. "laying of Pipes". In the context of Accounting Standard 17. on Segment Reporting issued under Companies (Accounting Standards) Rules, 2006 as amended, it is considered to constitute one single primary segment

5. Derivative Instruments :

The company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company''s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

6. The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.

7. Previous year figures have been regrouped / reclassified wherever necessary to conform to current yeai''s classification.


Mar 31, 2012

The Company has only one class of shares referred to as equity shares having par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

In terms of the approval of the shareholders of the Company and as per the applicable statutory provisions including Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, the Company, on February 26, 2010 had allotted 24,90,000 share warrants to the Promoter Group on preferential basis, entitling them to apply for and obtain allotment of one equity shares of Rs. 10 each at a premium of Rs. 50 per equity share. On 27th July, 2011, the Promoter Group had exercised the option to convert 24,90,000 share warrants into equity shares which resulted in increase in paid up capital by 7 250 Lacs. Hence, at the end of the year, the Company had no warrants outstanding for conversion.

a. Loans from banks for purchase of vehicles and Machineries [total outstanding - Rs. 4105.77 lacs (Previous year: Rs. 732.30 lacs)] are secured against the vehicles and Machineries purchased out of those loans. The loans are repayable, in equated monthly instalments, by August, 2016.

b. Term loans External Commercial Borrowings (ECB's) for part finance for the Solar photovoltaic Based Power Plant [total outstanding - USD 11 Million (Previous year: USD NIL Million)] are secured against the 5 MW Solar Power Plant. The loans are repayable, in 18 equal half yearly installments commencing at the end of 18th month from the date of first disbursement, i.e. 21st November 2011

c. Loans from financial Institutions for purchase of vehicles and Machineries [total outstanding - Rs. 6510.71 lacs (Previous year: Rs. 2893.67 lacs)] are secured against the vehicles and Machineries purchased out of those loans. The loans are repayable, in equated monthly instalments, by July, 2016.

a. Working Capital loan from banks are primarily secured against hypothecation of current assets and collaterally against immovable properties, plant & machineries. Fixed Deposits and also personal guarantees'of directors.

b. Loan from directors and shareholders are interest free and repayable on demand.

c. Unsecured Deposits are repayable on demand.

d. Loan from financial institutions are repayable in monthly installments of 746.03 lacs each by February, 2013.

1. Contingent Liabilities not provided for : Rs. Lacs

Particulars As At As At 31.03.2012 31.03.2011

Disputed Service Tax demand 613.74 613.74

Disputed Works Contract Tax 85.23 85.23

Disputed demand of Income Tax Authority - 7.25

Guarantees given by bankers on behalf of the Company 24327.37 26913.81

Uncalled liability on shares partly paid 68.55 59.83

Guarantee given by Company on behalf of subsidiaiy 3400.00 -

2. Micro, Small and Medium scale business entities :

There are no dues to Micro & Small Enterprises as at March 31, 2012. This information is required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

3. Employee Benefits:

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognised under "Contribution to Provident and Other Funds" in Note24 : Rs. 31.84Lacs (Previous Year- Rs. 32.39 Lacs)

Defined Benefit Plans

The Company has defined benefit plans for gratuity to eligible employees. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

4. Segment Reporting:

The company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, on Segment Reporting issued by Institute of Chartered Accountants of India, is considered to constitute one single primary segment.

5. Derivative Instruments:

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contracts for speculative purposes.

6. The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.

7. In view of the notification issued by the Central Government, the financial statements for the year ended 31st March, 2012 have been prepared as per requirements of the Revised Schedule VI to the Company Act, 1956. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been accordingly regrouped/ reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

1. Contingent Liabilities not provided for :

(Rs. in Lacs)

Particulars As At As At 31.03.2011 31.03.2010

Disputed Service 613.74 613.74

Tax demand

Disputed Works 85.23 -

Contract Tax

Disputed demand 7.25 4.72 of Income Tax Authority

Guarantees given by 26913.81 17119.62 bankers on behalf of the Company

Uncalled Share 59.83 -

Application Money

2. Share Warrants :

In terms of the approval of the shareholders of the Company and as per the applicable statutory provisions including Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, the Company, on February 26, 2010, had allotted 24,90,000 share warrants on preferential basis to persons acting in concert with the Promoters and relatives of the promoters (i.e. Promoter Group) and 10,000 share warrants to another acquirer entitling them to acquire equivalent number of fully paid up equity shares of Rs. 10/- each of the Company, at a premium of Rs. 50 per equity share, at the sole option of the share warrant holders at any time within 18 months from the date of allotment of the share warrants. As per the terms of the issue of these share warrants, 25% of the face value i.e. Rs. 15 per share warrants, aggregating to Rs. 375 Lacs had been received by the Company. Further, holders of 24,90,000 share warrants have additionally paid Rs. 42 per share warrants aggregating to Rs. 1046 Lacs and holder of 10,000 share warrants have additionally paid Rs. 30 per share warrants aggregating to Rs. 3 Lacs.

3. There are no dues to Micro & Small Enterprises as at March 31, 2011. This information is required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

4. Employee Benefits :

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies

(Accounting Standards) Rules 2006 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognised under "Contribution to Provident, Gratuity and Other

Funds" in Schedule 16: Rs.32.39 Lacs (Previous Year-Rs.19.39 Lacs)

Defined Benefit Plans

The Company has defined benefit plans for gratuity to eligible employees. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

5. Segment Reporting:

The company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, on Segment Reporting issued by Institute of Chartered Accountants of India, is considered to constitute one single primary segment.

6. Related Party Disclosures :

i) Name of the party and relationships

a) Enterprises in which Directors/Directors' Relatives exercise Control / Significant Influence.

DCOM Systems Ltd.

Laltech Engineering Projects Ltd.

JPL Education Pvt. Ltd.

PLH Wealth Management Pvt. Ltd

b) Key Management Personnel:

Mr. Prakash L. Hinduja - Managing Director Mr. Lallan R. Pandey - Whole Time Director

Mr. Gaurav P. Hinduja - Whole Time Director Mr. Mukesh Keshwani - Whole Time Director Mr. Harish Chandwani - Whole Time Director Mr. Bhupendra Nath - Whole Time Director

c) Relatives of Key Management Personnel :

Prakash L Hinduja (HUF)

Mrs. R.L. Hinduja - Mother of Mr. Prakash L. Hinduja

Mr. Ankit P. Hinduja - Son of Mr. Prakash L. Hinduja

Mrs. Nita P. Hinduja - Wife of Mr. Prakash L. Hinduja

Mr. Vashist L. Pandey - Son of Mr. Lallan R. Pandey

Mr. Sanjay L. Pandey - Son of Mr. Lallan R. Pandey

Mrs. Uma Keshwani - Wife of Mr. Mukesh Keshwani

Mrs. Renu Pandey - Daughter in law of

Mr. Lallan R. Pandey

Mrs. Maya Pandey - Daughter in law of

Mr. Lallan R. Pandey

d) Joint Ventures: Tehran Jonoob Jaihind Consortium JPL - KBR Joint Ventures

e) Subsidiaries: Jaihind Infratech Projects Pvt.Ltd. Newtonne Machinery Pvt. Ltd.

Jaihind Green Energy Ltd.

Jaihind Offshore Services Pvt.Ltd.

Newton Solar Pvt.Ltd.

Jaihind (Mauritius) Limited and its' Subsidiaries

- JPL (UAE) Limited

- Jaihind Projects FZE

7. Derivative Instruments :

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contracts for speculative purposes.

8. The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.

9. Previous year's figures have been regrouped and reclassified wherever necessary, so as to make them comparable.


Mar 31, 2010

1. Contingent Liabilities not provided for :

(Rs. in lacs)

Particulars As At As At

31.03.2010 31.03.2009

Disputed Service Tax demand 613.74 2351.37

Disputed demand of Income Tax Authority 4.72 12.81

Guarantees given by bankers on behalf of the Company 17119.62 9263.78

2. Share Warrants :

A. In the financial year 2008-09, the Company issued 11,00,000 share warrants each of face value of Rs. 160. Share warrant holders, holding 1,48,843 share warrants, fully paid the face value of Rs. 160 per share warrants aggregating to Rs. 2,38,14,880. During the year, as per the terms of the issue of the share warrants, the Company has converted such fully paid up 1,48,843 share warrants into equal number of equity shares of the Company of face value of Rs. 10 each at a premium of Rs. 150 per equity share resulting into increase in the paid up Equity Share Capital of the Company by Rs. 14,88,430 and increase in Securities Premium by Rs. 2,23,26,450. The holders of remaining 9,51,157 share warrants did not pay full amount on the share warrants held by them. Under the circumstances, during the year, as per the terms of the issue of the share warrants, the Company has forfeited such share warrants and the amount of Rs. 1,54,35,120 received on such share warrants has been transferred to Capital Reserve.

B. During the year, the Company has issued 25,00,000 share warrants of face value of Rs. 60 each on preferential basis, of which 24,90,000 share warrants have been issued to persons acting in concert with the Promoters and relatives of the promoters (i.e. the Promoter Group) and 10,000 share warrants have been issued to another acquirer. As per the terms of the issue of these share warrants, 25% of the face value i.e. Rs. 15 per share warrants, aggregating to Rs. 3,75,00,000, has been received by the Company. Further, holders of 20,00,000 share warrants have additionally paid Rs. 12 per share warrants aggregating to Rs. 2,40,00,000. The share warrants are convertible into equal number of equity shares of the Company of face value of Rs. 10 each at a premium of Rs. 50 per equity share, at the sole option of the warrant holders at anytime within 18 months from the date of allotment of the share warrants (i.e. 26th February, 2010).

3. There are no dues to Micro & Small Enterprises as at March 31, 2010. This information is required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

4. Employee Benefits :

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognised is charged off the year are as under:

Employers Contribution to Providend Fund Rs.19.39 Lacs

Defined Benefit Plan

The Company has defined benefit plans for gratuity to eligible employees. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

5. Segment Reporting:

The company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, on Segment Reporting issued by Institute of Chartered Accountants of India, is considered to constitute one single primary segment.

6. Related Party Disclosures :

(I) Name of the party and relationships

a) Companies and firms in which Directors/Directors Relatives exercise Control / significant influence.

DCOM Systems Ltd

Laltech Engineering Projects Ltd

Keswani & Associates

b) Key management personnel

Mr. Prakash L Hinduja

Mr. Lallan R. Pandey

Mr. Harish Chandwani

Mr. Mukesh Keswani

c) Relatives of key management personnel

Prakash L Hinduja (HUF)

Mrs. R L Hinduja

Mrs. Nita P Hinduja

Mr. Vashist L. Pandey

Mr. Gaurav P Hinduja

Mr. Sanjay L Pandey

Mrs. Uma Keswani

Mrs. Maya Pandey

Mrs. Renu Pandey

d) Joint venture

Tehran Jonoob Jaihind Consortium

 
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