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Notes to Accounts of Jain Irrigation Systems Ltd.

Mar 31, 2015

1. Rights, preferences and restrictions attached to equity shares

Each holder of ordinary equity shares is entitled to one vote per share. They have right to receive dividend proposed by the Board of directors and approved by the shareholders in the annual general meeting, right to receive annual report and other quarterly/half yearly/annually reports/notices and right to get new shares proportionately in case of issuance of additional shares by the Company.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ordinary equity shares held by the shareholders. The Company has a first and paramount lien upon all the ordinary equity shares.

2. Terms and conditions of differential voting rights (DVR)

The DVR equity shareholders have the same rights as the ordinary equity shares of the company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting). Any DVR holder holding less than 10 DVR equity shares hold fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report and other information/correspondence from time to time, to receive bonus and/or rights shares of the same class of shares as and when such an issue is made in respect of ordinary equity shares and in the same ratio and terms.

In case of buy back or reduction of capital of ordinary equity shares, the DVR equity shares have right subject to buyback or reduction on the same terms as ordinary equity shares. Further, in case of issue of ordinary equity shares or any other securities or assets to ordinary equity shares in case of amalgamation/demerger/ re-organisation/reconstruction, the DVR equity shares have right to receive DVR equity shares and any other securities/assets as issued to ordinary equity shares. They have right to hold separate class meeting if their rights are affected in any manner adversely.

3. Long term borrowings

Security details:

i) Central Bank of India: Term Loan: CY Rs. Nil (PY Rs. 250.00 million)

The Term Loan is secured by First charge ranking Pari-Passu by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere. The Term Loan is further secured by way of first pari passu charge on movable assets of the Company.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

ii) Export Import Bank of India (EXIM): Foreign Currency Term Loan:

Import Finance Programme (US$ 1.05 million): Rs. 48.22 million (PY Rs. 61.74 million)

The facility i.e. Non-Fund based by issuance of Standby Letter of Credit (SBLC) is secured exclusively by way of mortgage by deposit of title deeds of agricultural lands covered under Gat No. 17/1 and measuring 14H-18R situated at Takarkheda Shiver, Taluka Erandol, District Jalgaon in the state of Maharashtra for due repayment and discharge by the Company to Exim Bank of the said facility and reimbursement of payments, if any, that may need to be made by Exim bank under or in respect of the SBLC(s) granted/agreed to be granted.

The above facility is also personally guaranteed by the Managing Director and Joint Managing Director of the Company in their personal capacity.

iii) Export Import Bank of India (EXIM): Foreign Currency Term Loan: Import Finance Programme (US$ 2.50 million): CY: Nil (PY Rs. 22.13 million)

The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto. The loans are further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

iv) ECB Loan - International Finance Corporation (IFC) of US$ 60 million: CY Rs. 1,365.61 million (PY US$ 60 million equivalent to Rs. 1,966.91 million)

4. ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)

The ECB Loan is secured by exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor , Andhra Pradesh and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Chittoor, Andhra Pradesh.

5. ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)

Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company's facilities at Vadodara (Gujatat), Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at Company's facilities at Vadodara (Gujatat), Bhavanagar (Gujarat) and Hyderabad (Andhra Pradesh)

6. ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)

Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company's facilities at Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.

The above ECB loan (Loan Key Number 2009182) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

7. ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)

Exclusive first Charge over specific movable plant, machinery and equipment of the Company at Company's facilities at Plastic Park, Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.

The above ECB loan (Loan Key Number 2010019) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

8. ECB Loan - Senior Lenders of US$ 89 million: CY Rs. 5,567.11 million (PY US$ 89 million equivalent to Rs. 5,359.87 million)

9. International Finance Corporation (IFC) of US$ 24.00 million: CY Rs. 1,501.80 million (PY US$ 24.00 million equivalent to Rs. 1,442.95 million) (Loan Key No 201210122)

10. Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 17.00 million: CY Rs. 1,061.41 million (PY US$ 17.00 million equivalent to Rs. 1,030.56 million) (Loan Key No 201212201)

11. Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 3.00 million: CY Rs. 187.31 million (PY US$ 3.00 million equivalent to Rs. 181.86 million) (Loan Key No 201212212)

12. Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 17.00 million: CY Rs. 1,064.05 million (PY US$ 17.00 million equivalent to Rs. 1,021.70 million) (Loan Key No 201212202)

13. Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 3.00 million: CY Rs. 187.77 million (PY US$ 3.00 million equivalent to Rs. 180.30 million) (Loan Key No 201212213)

14. Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG) of US$ 17.00 million: CY Rs. 1,064.05 million (PY US$ 17.00 million equivalent to Rs. 1,021.70 million) (Loan Key No 201212200)

15. Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG) of US$ 8.00 million: CY Rs. 500.72 million (PY US$ 8.00 million equivalent to Rs. 480.80 million) (Loan Key No 201212214)

The charge ranks subservient to the charge created in favour of International Finance Corporation to secure its loan of US$ 60 million (Loan Key Nos. 2007872, 2008534, 2009182 and 2010019) over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor (Andhra Pradesh), Vadodara, Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Chittoor, (Andhra Pradesh), Vadodara, Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).

The above ECB loan (Loan Key Number 201210122) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

The above is interim security and was completed in April 2013. Once the final security is created the interim security will be vacated.

The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:

16. Gat No. 220, total admeasuring H.1.58 R. assessed at Rs. 316.20 Ps situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:

17. Gat No. 118/1, total admeasuring H.0.99 R. assessed at Rs. 995.00 Ps situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

18. Gat No. 119/1, total admeasuring H.1.42 R. assessed at Rs. 1,420.00 Ps situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

19. Gat No. 122, total admeasuring H.1.76 R. assessed at Rs. 1,760.00 Ps situated at Eklagna Tal. Dharangaon, Dist. Jalgaon:

20. Gat No. 139/11, total admeasuring H.3.06 R. assessed at Rs. 4,590.00 Ps situated at Shirsoli P.B. Tal. & Dist. Jalgaon:

21. Gat No. 139/12, total admeasuring H.3.08 R. assessed at Rs. 4,620.00 Ps situated at Shirsoli P.B. Tal. & Dist. Jalgaon: together with all existing and future buildings, erections, structures, godowns and constructions of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto AND ALL the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.

22. IDFC Ltd: Term Loan: CY Rs. 588.32 million (PY Rs. 715.00 million)

The Term Loan is secured by a first charge on movable properties including plant & Machinery, machinery spares, vehicles, equipments, all office equipment and furniture and other movable assets pertaining to project and book debts, receivables, commission, revenue of project.

The loan is further secured by First charge by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.

The loan is also personally guaranteed by the Managing Director and three other Directors of the Company in their personal capacity.

23. Rabo India Finance Limited: Term Loan: CY Rs. Nil (PY Rs. 345.06 million)

The Term Loan is secured by exclusive charge by way of hypothecation/mortgage on specific fixed assets of the Company.

The loans as above are also personally guaranteed by the Managing Director and one other Director of the Company in their personal capacity.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

24. GE Capital Services India: Term Loan: CY Rs. Nil (PY Rs. 330.00 million)

The Term Loan is secured by exclusive charge by way of hypothecation of specific Equipment's/Machinery of the Company

The loans as above are also personally guaranteed by the Managing Director and one other Director of the Company in their personal capacity. Perfection of security is under process.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

25. The South Indian Bank Ltd: Term Loan: CY Rs. 500.00 million (PY Rs. 500.00 million)

The Term Loan is secured by first charge by way of Equitable mortgage on the various immovable properties of the Company situated at Elayamuthoor villiage, Andiyagoundanoor village, West Komaralingam village, Udumalpet Taluk, Tiruppur district, Tamilnadu.

The loans as above are also personally guaranteed by the Managing Director of the Company in his personal capacity.

26. Vehicle Loan: CY Rs. 31.91 million (PY Rs. 48.46 million)

The loan is secured by exclusive charge on specific vehicles.

xi) Corporate Loan/Term Loans: CY Rs. 3,500.00 million (PY Nil)

a. IFCI Ltd: Corporate Loan* : CY Rs. 1,000.00 million (PY Nil)

b. IFCI Ltd: Corporate Loan* : CY Rs. 1,000.00 million (PY Nil)

c. Union Bank of India (UBI) : CY Rs. 500.00 million (PY Nil) : Term Loan**

d. Yes Bank Ltd: Term Loan*** : CY Rs. 1,000.00 million (PY Nil)

The above Corporate Loans/Term Loans are secured by First charge by way of registered mortgage in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd on selected immovable properties of the Company situated at Village Bambhori, (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon 425001 and Shirsoli, Dist. Jalgaon-425001 in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.

* The above Corporate Loans are also secured by exclusive charge by way of registered mortgage on the freehold lands admeasuring 270.35 acres situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in Tamil Nadu, together with all buildings, structures, erections, etc. constructed and/or to be constructed thereon, both present and future, and being, lying and situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in the state of Tamil Nadu and within the jurisdiction of Sub Registration District of Udumalpet, and within the Registration District of Tirupur and Sub Registration District of Keeranur, and within the Registration District of Palani, in the State of Tamil Nadu belonging to the Company.

The above corporate Loans are also personally guaranteed by the Managing Director of the Company in his personal capacity.

** The above Term loan of UBI is also personally guaranteed by four Directors including Managing Director of the Company in their personal capacity.

*** The above Term Loan of Yes Bank Ltd is also personally guaranteed by the Managing Director of the Company in his personal capacity

27. Security details

i. Working Capital Loans: (Including WCTL, Cash Credit, Export Packing Credit, FCTL & FCNRB): CY Rs.13,928.91 million (PY Rs. 14,913.58 million)

Consortium of Banks (In Alphabetical order) led by State Bank of India, Corporate Accounts Group (CAG Branch), Mumbai and D N Road Branch, Mumbai (and sub limit with State Bank of India, Dana Bazar Branch, Jalgaon), Axis Bank Ltd, Mumbai, Bank of Baroda, Mumbai, Canara Bank, Jalgaon, DBS Bank Ltd, Mumbai, Export Import Bank of India, Mumbai, IDBI Bank Ltd, Jalgaon & Pune, Indian Bank, Mumbai, Punjab National Bank, Mumbai Rabo Bank International, Mumbai, Standard Chartered Bank, Mumbai, State Bank of Patiala, Mumbai, Syndicate Bank, Mumbai, Union Bank of India, Mumbai and Yes Bank Ltd, Mumbai.

The working capital loans are secured by a first pari-passu (between consortium members) charge on whole of Company's present and future stocks of raw material, finished goods, stocks in process, stores and spares and other raw materials, stored whether raw or in process of manufacture and all articles manufactured there from brought into store or be in or around the Company's godowns or factory premises at Jalgaon or elsewhere, including goods in transit or delivery and the Company's present and future book debts, outstanding monies, receivable, claims, bills, contracts, engagements, securities, investments, rights and assets of the Company. The Working Capital Facilities as above are further secured by a second charge (First charge in case of FCTL and FCNRB) ranking Pari-Passu by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.

The working capital loans are also secured by personal guarantee by the Managing Director and three other Directors of the Company in their personal capacity.

28. Employee stock option plan

Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, Nomination and Remuneration Committee (formerly Compensation committee) compensation committee of the company has approved/ allotted following options to the eligible employees including working & non-executive directors.

The discount to market price on above ESOP has been accounted/ amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP Guidelines issued by the SEBI. No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company. Out of the total 10,000,000 ESOPs granted, as of March 31, 2015, 7,053,925 ESOPs have been converted into equity shares of the Company.

A Pursuant to resolution passed in AGM held on 27th September 2013, the issue price has been revised to 10% discounted price of share price existed on date of AGM or price as may be determined by ESOP Committee from time to time.

29. Leases

The Company has entered into "Operating lease for premises" as defined in the Accounting Standard 19 (AS-19). Significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

30. Derivative instruments outstanding

I. The company has Interest Rate Swap (IRS) on foreign currency loans - Long term Loan of US$ 8.18 million (PY US$ 13.63 million)

II. The Company has Principal only Swap (POS) on foreign currency loans - Long term Loan of CHF Nil million & US$ 24.24 million (PY CHF 0.95 million & US$ 24.24 million)

III. The company have forward cover on Foreign Currency Loans US$ 5.81 million (PY US$ 5.81 million)

31. Related party transactions

A] Related parties and their relation

[1] Subsidiary companies

i) JISL Overseas Ltd., Mauritius

ii) Jain International Trading B.V., Netherland

iii) Sustainable Agro-Commercial Finance Ltd. (subsidiary till date 30th March 2015)

32. Fellow subsidiary companies - second/multi-level

Jain (Americas) Inc., USA

Subsidiary of JISL Overseas Ltd., Mauritius

Jain (Europe) Ltd., UK

Jain Overseas B.V., Netherland WOS of Jain International Trading B.V., Netherland

Cascade Specialties Inc., USA

Subsidiary of Jain (Americas) Inc., USA

Jain Irrigation Holding Inc., USA

Jain Irrigation Inc., USA WOS of Jain Irrigation Holding, Inc., Delaware

Point Source Irrigation Inc., USA

WOS of Jain Irrigation Inc., USA

Jain Agriculture Services LLC.,USA JISL Global S.A., Switzerland

Jain (Israel) B.V., Netherland WOS of Jain Overseas B.V., Netherland

Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey

JISL Systems SA, Switzerland WOS of JISL Global SA, Switzerland

THE Machines SA, Switzerland WOS of JISL Systems SA, Switzerland

Pro-Tool AG, Switzerland Subsidiary of THE Machine S.A., Switzerland

Naandan Jain Irrigation Ltd., Israel WOS of Jain (Israel) B.V., Netherland

Naan Dan Agro-Pro Ltd., Israel

NaanDan Jain France Sarl, France

NaanDan Jain Australia Pty Ltd., Australia

NaanDan Do Brasil Participacoes Ltd., Brazil

NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brazil

NaanDan Jain Mexico, S.A. De C.V., Mexico Subsidiary of Naandan Jain Irrigation Ltd., Israel

NaanDan Jain S.R.L., Italy

NaanDan Jain Iberica S.C., Spain

NaanDan Jain Peru S.A.C., Peru

Naan Dan Jain Irrigation Projects S.R.L., Romania

Gavish Systems Limited, Israel

Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation Ltd., Israel

SQF 2009 Ltd., UK

Subsidiary of Jain (Europe) Ltd., UK

Ex-cel Plastics Ltd., Ireland Sleaford Food Group Ltd., UK

Sleaford Quality Foods Ltd., UK Wholly Owned Subsidiary of SQF 2009 Ltd., UK

Arnolds Quick Dried Foods Ltd., UK

33. Companies / Firms in which Director, Director's relatives are Directors/Shareholders/Partners

Companies

Jain Extrusion & Molding Pvt. Ltd.,

Jain Vanguard Polybutelyne Ltd.,

Atlaz Technology Pvt. Ltd,

JAF Products Pvt. Ltd,

Jalgaon Investment Pvt. Ltd.,

Jain Rotfil Heaters Pvt. Ltd.,

Jain e-agro.com India Pvt. Ltd.

Aadhunik Hi Tech Agriculture Pvt. Ltd.,

Kantabai Bhavarlal Jain Family Knowledge Institute

Pixel Point Pvt. Ltd.,

Labh Subh Securities International Ltd.,

Jain Brothers Industries Pvt. Ltd., Cosmos Investment & Trading Pvt. Ltd.,

Stock & Securities (India) Pvt. Ltd., Timbron India Pvt. Ltd.

Jain Green Energy Ltd.,

Gandhi Research Foundation

Partnership firms

Jain Computer & Allied Services, Jalgaon Udyog,

Jalgaon Metal & Bricks Manufacturing Co.,

Proprietorship

PVC Trading House, Plastic Enterprises,

Drip & Pipe Suppliers, Jain Sons & Investments Corporation,

Trust:

Anubhuti Scholarship Foundation,

Bhavarlal and Kantabai Jain Multipurpose Foundation,

Trust entities

Jain Family Holding Trust Jain Family Investment Trust

Jain Family Enterprises Trust Jain Family Investment Management Trust

Jain Family Trust

Foreign companies

Jain Investments & Finance B.V., Netherland Jain Overseas Investments Ltd., Mauritius

[4] Key management personnel & designation

Bhavarlal H. Jain (Chairman)

Anil B. Jain (Managing Director)

Atul B. Jain (Joint Managing Director)

Avdhut V. Ghodgaonkar (Company Secretary)

Ashok B. Jain (Vice Chairman)

Ajit B. Jain (Joint Managing Director)

R. Swaminathan (Whole Time Director) Manoj L. Lodha (Chief Financial Officer)

[5] Relatives of Key management personnel & designation

Jyoti Ashok Jain (Wife of Vice Chairman)

Shobhana Ajit Jain (Wife of Joint Managing Director)

Bhamini Swaminathan (Wife of Whole Time Director)

Ms. Arohi Ashok Jain (Daughter of Vice Chairman)

Master Athang Anil Jain (Son of Managing Director)

Ms. Ashuli Anil Jain (Daughter of Managing Director)

Master Abhang Ajit Jain (Son of Joint Managing Director)

Ms. Suchitra R. Swaminathan (Daughter of Whole Time Director)

Nisha Anil Jain (Wife of Managing Director)

Bhavana Atul Jain (Wife of Joint Managing Director)

Manisha Manoj Lodha(Wife of Chief Financial Officer)

Master Aatman Ashok Jain (Son of Vice Chairman)

Ms. Amoli Anil Jain (Daughter of Managing Director)

Master Abhedya Ajit Jain (Son of Joint Managing Director)

Master Anmay Atul Jain (Son of Joint Managing Director)

34. Associate Company

Sustainable Agro-Commercial Finance Ltd.(associate w.e.f.31st March 2015)

35. Contingent liabilities

Rs. in Million

31-Mar-15 31-Mar-14

(a) Contingent liabilities not provided for in respect of

i) Claims not acknowledged as debts in respect of:

- Customs and excise duty [Paid under 570.30 547.27 protest Rs. 59.83 million (PY Rs. 49.83 million)]

- Other taxes & levies [Paid under 118.26 74.42 protest Rs. 23.06 million (PY Rs. 23.06 million)]

- Others (legal case) 62.08 45.58

ii) Guarantees given by the company's 4,325.47 2,349.50 bankers in the normal course of business

iii) Bills discounted with consortium 554.19 932.47 banks

iv) Export obligation towards duty saved 816.45 1,009.81 amount under EPCG scheme

v) Corporate guarantees given for 3,916.76 3,363.95 repayment of indebtedness of overseas subsidiaries

vi) SBLC issued by bank for repayment - 411.38 of indebtedness of overseas subsidiaries

vii) Corporate counter guarantee given 938.86 1,202.00 for repayment of indebtedness of Kibbuz Naan Israel.

During financial year 2012-13,one of the step down subsidiary of the company has exercised call option to acquire the remaining shares (49.999%) of NaandanJain Irrigation Ltd., Israel for an amount of US$ 34.00 million of which first three installment has been paid and balance US$ 15.00 million is payable in three annual installments up to June, 2017. The balance obligation of US$ 15.00 million is guaranteed by Exim Bank and is also counter guaranteed by the company.

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.

(b) Estimated amount of contracts remaining 338.38 515.66 to be executed on capital account and not provided for (net of advances)

36. Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31-Mar-2015 and 31-Mar-2014

37 . Research and development expenditure

Expenditure incurred on in-house research & development facility by the company:

Expenditure (charged out through the natural heads of the accounts) in respect of eligible facilities

38. Remittance in foreign currency for dividend

The Company has remitted Rs. 126.38 million (PY Rs. 199.78 million) on account of dividend payable pertaining to year 2014-15 to the non-resident shareholders on 252,763,348 (PY 199,782,844) number of ordinary shares held by them.

39. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

40. The Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

41. Pursuant to compliance with the provisions of revised Schedule II of the Companies Act, 2013, (Act) the Management of the Company has reviewed / determined their remaining useful lives of the tangible fixed assets. Accordingly, the depreciation on tangible fixed assets (except that on significant components) is provided for in accordance with the provisions of Schedule II to the Companies Act, 2013. As permitted by Schedule II ( as amended) of the Act, the Company would work out revised useful life based on technical evaluation of its significant components and would depreciate them accordingly from the financial year beginning 1st April, 2015. In respect of assets where the remaining useful life is 'Nil', the carrying amount of Rs. 187.40 million (net of tax effect of Rs. 57.91 million) after retaining the estimated residual value as determined by the Management as of 1st April, 2014 has been adjusted against the opening balance of retained earnings as on that date. On account of the above change, depreciation for the current year is higher by Rs. 395.04 million.

42. Comparative previous year's figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to conform to current year's classification and presentation.


Mar 31, 2014

1. Employee stock option plan

Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, compensation committee of the company has approved/ allotted following options to the eligible employees including working & non-executive directors.

The discount to market price on above ESOP has been accounted/ amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP guidelines issued by the SEBI.

No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company.

Out of the total 10,000,000 ESOPs granted, as of March 31, 2014, 7,053,925 ESOPs have been converted into equity shares of the Company.

2. Leases

The Company has entered into "Operating lease for premises" as Defined in the Accounting Standard 19 (AS-19). significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

Notes:

- Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into account the organization structure as well as the differential risks and returns of these segments.

- The Company has disclosed Business segment as the primary segment and type of products and services in each segment: a) Hi-tech Agri Input Products: Micro & Sprinkler Irrigation, PVC Pipes, Bio-tech Tissue Culture.

b) Industrial Products: PVC & PC Sheets, PE Pipes, Onion & Vegetable Dehydration, Fruit Processing.

c) Non-conventional Energy: Wind Energy, Solar & Bio-gas.

- The revenue and results figure given above are directly identifable to respective segments and expenditure on common services incurred at the corporate level are not directly identifable to respective segments have been shown as "Other Un-allocable expenditure".

- The Other information figures given above are directly identifable to respective segments and information for corporate services for head office and investments related to acquisitions have been shown as "Others Un- allocable".

B] Derivative instruments outstanding

I. The company has Interest Rate Swap (IRS) on foreign currency loans – Long term Loan of US$ 13.63 million (PY US$ 19.09 million)

II. The Company has Principal only Swap (POS) on foreign currency loans – Long term Loan of CHF 0.95 million & US$ 24.24 million (PY CHF 2.85 million & US$ Nil)

III. The company have forward cover on Foreign Currency Loans US$ 5.81 million (PY US$ Nil)

A] Related parties and their relation

[1] Subsidiary companies

JISL Overseas Ltd., Mauritius Jain International Trading B.V., Netherland

Sustainable Agro-Commercial Finance Ltd.

[2] Fellow subsidiary companies - second/multi-level

Jain (Americas) Inc., USA Jain (Europe) Ltd., UK

Subsidiary of JISL Overseas Ltd., Mauritius

Jain Overseas B.V., Netherland WOS of Jain International Trading B.V., Netherland

Cascade Specialties Inc., USA Jain Irrigation Holding, Inc., USA

Subsidiary of Jain (Americas) Inc., USA

Jain Irrigation Inc., USA WOS of Jain Irrigation Holding, Inc., Delaware

Point Source Irrigation Inc., USA WOS of Jain Irrigation Inc., USA

JISL Global SA, Switzerland

Jain (Israel) B.V., Netherland

Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey

WOS of Jain Overseas B.V., Netherland

JISL Systems SA, Switzerland WOS of JISL Global SA, Switzerland

THE Machines SA, Switzerland WOS of JISL Systems SA, Switzerland

Pro-Tool AG, Switzerland Subsidiary of THE Machine SA, Switzerland

Naandan Jain Irrigation Ltd., Israel WOS of Jain (Israel) B.V., Netherland

Naan Dan Agro-Pro Ltd., Israel

NaanDan Jain France Sarl., France

NaanDan Jain Australia Pty Ltd., Australia

NaanDan Do Brasil Participacoes Ltd., Brazil

NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brazil

NaanDan Jain Mexico, SA De CV., Mexico

NaanDan Jain S.R.L., Italy

NaanDan Jain Iberica S.C., Spain

NaanDan Jain Peru S.A. C., Peru

Naan Dan Jain Irrigation Projects S.R.L., Romania

Subsidiary of Naandan Jain Irrigation Ltd., Israel

Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation Ltd.,Israel

SQF 2009 Ltd., UK Ex-cel Plastics Ltd., Ireland

Subsidiary of Jain (Europe) Ltd., UK

Sleaford Food Group Ltd., UK Sleaford Quality Foods Ltd., UK Arnolds Quick Dried Foods Ltd., UK

Wholly Owned Subsidiary of SQF 2009 Ltd.,UK

[3] Companies/ Firms in which Director, Director''s relatives are Directors/ Shareholders/ Partners Companies

Jain Extrusion & Molding Pvt. Ltd.,

Jain Vanguard Polybutelyne Ltd.,

Atlaz Technology Pvt. Ltd.,

JAF Products Pvt. Ltd.,

Jalgaon Investment Pvt. Ltd.,

Jain Rotfl Heaters Pvt. Ltd.,

Jain e-agro.com India Pvt. Ltd.,

Aadhunik Hi Tech Agriculture Pvt. Ltd.,

Kantabai Bhavarlal Jain Family Knowledge Institute

Pixel Point Pvt. Ltd.,

Labh Subh Securities International Ltd.,

Jain Brothers Industries Pvt. Ltd.,

Cosmos Investment & Trading Pvt. Ltd.,

Stock & Securities (India) Pvt. Ltd.,

Timbron India Pvt. Ltd.,

Jain Green Energy Ltd.,

Gandhi Research Foundation,

Partnership firms

Jain Computer & Allied Services, Jalgaon Metal & Bricks Manufacturing Co.,

Jalgaon Udyog,

Proprietorship

PVC Trading House, Drip & Pipe Suppliers,

Plastic Enterprises,

Jain Sons & Investments Corporation, Trust

Anubhuti Scholarship Foundation,

Bhavarlal and Kantabai Jain Multipurpose Foundation

Trust entities

Jain Family Holding Trust Jain Family Enterprises Trust Jain Family Trust

Jain Family Investment Trust

Jain Family Investment Management Trust

Foreign companies

Jain Investments & Finance B.V., Netherland

Jain Overseas Investments Ltd., Mauritius

[4] Key management personnel & designation

Bhavarlal H. Jain (Chairman) Anil B. Jain (Managing Director) Atul B. Jain (Joint Managing Director)

Ashok B. Jain (Vice Chairman)

Ajit B. Jain (Joint Managing Director)

R. Swaminathan (Whole Time Director)

[5] Relatives of Key management personnel & designation

Jyoti Ashok Jain (Wife of Vice Chairman) Nisha Anil Jain (Wife of Managing Director)

Shobhana Ajit Jain (Wife of Joint Managing Director) Bhavana Atul Jain (Wife of Joint Managing Director) Bhamini Swaminathan (Wife of Whole Time Director)

Ms. Arohi Ashok Jain (Daughter of Vice Chairman) Master Aatman Ashok Jain (Son of Vice Chairman)

Master Athang Anil Jain (Son of Managing Director) Ms. Amoli Anil Jain (Daughter of Managing Director)

Ms. Ashuli Anil Jain (Daughter of Managing Director) Master Abhedya Ajit Jain (Son of Joint Managing Director)

Master Abhang Ajit Jain (Son of Joint Managing Director) Master Anmay Atul Jain (Son of Joint Managing Director) Ms. Suchitra R. Swaminathan (Daughter of Whole Time Director)

Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.

[1]* Wholly Owned Subsidiary Companies

[2]* Fellow Subsidiary Companies

[3]* Companies / Firms in which director, director''s relatives are Directors / Shareholders / Partners

[4]* Key management personnel

[5]* Relatives of Key management personnel & designation.

3. Contingent liabilities Rs. in Million

31-Mar-2014 31-Mar-2013

(a) Contingent liabilities not provided for in respect of

i) Claims not acknowledged as debts in respect of:

- Customs and excise duty [Paid under protest Rs. 49.83 million (PY Rs. 40.78 million)] 370.27 347.17

- Other taxes & levies [Paid under protest Rs. 23.06 million (PY Rs. 77.21 million)] 74.42 435.43

- Others (legal case) 45.58 40.44 ii) Guarantees given by the company''s bankers in the normal course of business 2,349.50 1,715.05

iii) Bills discounted with consortium banks 932.47 644.83

iv) Export obligation towards duty saved amount under EPCG scheme 1,009.81 1,198.59

v) Corporate guarantees given for repayment of indebtedness of overseas subsidiaries 3,363.95 2,869.81

vi) SBLC issued by bank for repayment of indebtedness of overseas subsidiaries 411.38 667.36

vii) Corporate counter guarantee given for repayment of indebtedness of Kibbuz Naan Israel 1,202.00 1,468.51 during financial year 2012-13, one of the step down subsidiary of the company has exercised call option to acquire the remaining shares (49.999%) of Naandan Jain Irrigation Ltd., Israel for an amount of US$ 34.00 million of which frst two installments of US$ 7.00 million each has been paid and balance US$ 20.00 million is payable in four annual installments up to June, 2017.

The balance obligation of US$ 20.00 million is guaranteed by Exim Bank and counter guaranteed by the Company.

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.

(b) Estimated amount of contracts remaining to be executed on capital 515.66 732.11 account and not provided for (net of advances)

4. Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31-Mar-2014 and 31-Mar-2013


Mar 31, 2013

1. Leases

The Company has entered into "Operating lease for premises" as defined in the Accounting Standard 19 (AS-19). Significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

2.Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31-Mar-2013 and 31-Mar-2012

3.Research and development expenditure

Expenditure incurred on in-house research & development facility by the company:

Expenditure (charged out through the natural heads of the accounts) in respect of eligible facilities

4. Remittance in foreign currency for dividend

The Company has remitted Rs. 199.78 million (PY: Rs. 236.35 million) on account of dividend payable pertaining to year 2011-12 to the non-resident shareholders on 199,782,844 (PY: 236,345,125) number of ordinary shares held by them.

5. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

6. Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

7. Comparative previous year''s figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to conform to current year''s classification and presentation.


Mar 31, 2012

1. Contingent liabilities

Rs. in Million

(a) Contingent liabilities not provided for in respect of 31-Mar-2012 31-Mar-2011

i) Claims not acknowledged as debts in respect of:

- Customs and excise duty 283.97 281.47

- Other taxes & levies 69.42 73.78

- Others (legal case) 22.44 52.71

ii) Guarantees given by the company's bankers in the normal course of business 1,704.30 1,263.65

iii) Export bills discounted of related party with consortium banks 1,242.43 104.07

iv) Export obligation towards duty saved amount under EPCG scheme 1,446.10 1,834.10

v) Corporate guarantees given for repayment of indebtedness of overseas subsidiaries 2,141.08 1,802.04

vi) SBLC issued by bank for repayment of indebtedness of overseas subsidiaries 1,268.68 1,451.13

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.

(b) Estimated amount of contracts remaining to be executed on capital account and 831.05 603.58 not provided for (net of advances)

2. Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31st March 2012 and 31st March 2011

3. Remittance in foreign currency for dividend

The Company has remitted Rs. 236.35 million (PY: Rs. 200.22 million) on account of dividend payable pertaining to year 2010-11 to the non-resident shareholders on 236,345,125 (PY : 44,493,498) number of ordinary shares held by them.

4. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

5. Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

6. As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended March 31, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI.

 
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