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Notes to Accounts of JBF Industries Ltd.

Mar 31, 2016

1 Terms/rights attached to Equity Shares

The holders of equity shares of 10 each are entitled to one vote per share. The equity shareholders are entitled to dividend only if dividend in a particular financial year is recommended by the Board of Directors and approved by the members at the annual general meeting of the year. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive out of the remaining assets of the company, after distribution of Preferential amounts. The distribution will be in proportion to the number of equity shares held by share holders.

2. Terms/rights attached to Cumulative Redeemable Preference Shares (CRPS)

The holder of Preference Share of the Company have a right to vote at a General Meeting of the Company only in accordance with limitations and provisions laid down in Section 47 (2) of the Companies Act, 2013. The Preference Shares shall carry dividend at the rate of 2.5 % and 20.00% per annum payable annually. The preference share holders will be entitled to receive out of the remaining assets of the company after distribution to lenders. 75,709 2.5% CRPS are redeemable at par as: 36,509 shares on 30.09.2020, 17,837 shares on 30.09.2019 and 21,363 shares on 30.09.2018. 14,15,000 20% CRPS are redeemable at a premium of Rs, 700 per share as: 3,15,000 shares on 30.09.2020, 7,70,000 shares on 30.09.2019 and 3,30,000 shares on 30.09.2018.

3. Redemption premium on 20% CRPS will be paid out of the Securities Premium Account, hence no provision has been considered necessary.

4. 75,00,000 Equity share of Rs, 10 each were bought back and extinguished in the last five years.

5. As approved by the Shareholders, the Board of Directors at its meeting held on 28th December, 2015 has allotted 1,63,74,370 equity shares of Rs, 10 each at a premium of Rs, 290/- per share on preferential basis aggregating to Rs, 491.23 Crores to KKR Jupiter Investors Pte Ltd. (Investor) and out of the amount raised Rs, 306.38 Crores has been utilized for the prepayment of term loans, Rs, 11.35 Crores spent as share issue expenses and balance Rs, 173.50 Crores used for Investment in a subsidiary company.

6. Term Loans referred to in (a) above and current maturities of long term borrowings refer Note 9:-

(i) RS, 56.56 Crores (Previous Year RS, 94.19 Crores) carrying interest at the rate of 11.57% to 12.25 % are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and are further secured by Second charge on current assets of the Company, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat. RS, 241.18 Crores (Previous year Rs, 130.00 Crores) carrying interest at the rate of 11.65% to 13.80 % are to be secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and are further to be secured by Second charge on current assets of the Company, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

(ii) RS, 37.50 Crores (Previous year Rs, 56.25 Crores) carrying interest at the rate of 11.95 % is secured by way of second pari passu charge on the immovable properties, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and the movable properties except current assets, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat. RS, 40.00 Crores (Previous year Rs, 50.00 Crores) carrying interest at the rate of 12.30% is secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

(iii) RS, 75.00 Crores (Previous Year RS, 170.00 Crores) carrying interest at the rate of 14.10 % are secured by way of First pari passu charge on all the immovable properties, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and movable properties except current assets, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

iv) RS, 25.00 Crores (Previous Year RS, Nil) carrying interest at the rate of 14.00 % is to secured by way of pledged of Equity Shares of the Company by the promoter.

v) RS, Nil (Previous Year RS, 45.00 Crores) carrying interest at the rate of 13.25 % are secured by way of First pari passu charge on all the immovable and movable properties except current assets, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

7. External Commercial Borrowings referred to in (b) above and current maturities of long term borrowings refer Note 9:-

RS, 315.99 Crores (Previous Year RS, 378.69 Crores) carrying interest at the rate of LIBOR plus 2.5 percentage to 5.5 percentage are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets, present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

8. Vehicle loans referred to in (c) above and current maturities of long term borrowings refer Note 9:-

RS, 0.05 Crores (Previous Year RS, 0.15 Crores) carrying interest at the rate of 8.18-8.88 % are secured by specific charge on the vehicles covered under the said loans.

9. Unsecured Term Loans referred to in (d) above and current maturities of long term borrowings refer Note 9:-

RS, 66.19 Crores (Previous Year RS, 88.27 Crores) carrying interest at the rate of 3.50% is secured by pledge of fixed deposits with banks of RS, 7.81 Crores (Previous Year RS, 7.24 Crores).

10. Terms of Repayment

i) Secured Term Loans from Banks

Loan of RS, 9.38 Crores is repayable in 3 equal quarterly installments of RS, 3.13 Crores starting from June 2017 and ending on December 2017, Loan of Rs, 14.63 Crores is repayable in 6 equal quarterly installments of RS, 2.44 Crores starting from June 2017 and ending on September 2018, Loan of RS, 30.00 Crores is repayable in 12 equal quarterly installments of RS, 2.50 Crores starting from April 2017 and ending on January 2020, Loan of RS, 18.75 Crores is repayable in 4 equal quarterly installments of RS, 4.69 Crores starting on April 2017 and ending on January 2018,Loan of RS, 34.38 Crores is repayable in 11 equal quarterly installments of RS, 3.13 Crores starting on June 2017 and ending on December 2019,Loan of RS, 22.50 Crores is repayable in 12 equal quarterly installments of RS, 1.88 Crores starting on May 2017 and ending on February 2020, Loan of RS, 33.33 Crores is repayable in 12 equal quarterly installments of Rs, 2.78 Crores starting on April 2017 and ending on January 2020, Loan of RS, 56.88 Crores is repayable in 13 equal quarterly installments of RS, 4.38 Crores starting on May 2017 and ending on May 2020, Loan of RS, 40.38 Crores is repayable in 17 equal quarterly installments of RS, 2.38 Crores starting on April 2017 and ending on April 2021.

ii) Secured Term Loans from Financial institution

Loan of Rs, 2.06 Crores is repayable in 1 quarterly installments of Rs, 2.06 Crores payable on April 2017, Loan of RS, 50.00 Crores is repayable in 6 equal quarterly installments of RS, 8.33 Crores starting from June 2017 and ending on September 2018.

iii) Secured External Commercial Borrowings

Loan of Rs, 24.82 Crores is repayable in 3 equal quarterly installments of Rs, 8.27 Crores (USD 12,50,000) starting from June 2017 and ending on December

2017 and Loan of Rs, 211.76 Crores is repayable in 10 six monthly - first 2 installments of Rs, 13.24 Crores (USD 2000000) starting from September 2017 and ending March 2018, next 4 installment of Rs, 19.85 Crores (USD 3000000) starting from September 2018 and ending March 2020, and next 4 installment of Rs, 26.47 Crores (USD 4000000) starting from September 2020 and ending March 2022.

iv) Unsecured Term Loans From a Banks

Loan of Rs, 44.11 Crores is repayable in 3 equal half yearly installments of Rs, 11.04 Crores starting from April 2017 and ending on April 2018 and one half yearly installment of Rs, 10.98 Crores in October 2018 and Loan of Rs, 0.98 Crore is repayable in 1 quarterly Installment of Rs, 0.98 Crore on June 2017 and the same carries interest at the rate 11.70%.

11. Term loans from banks (including current maturities of long term borrowings of Rs, 53.33 Crores) aggregating to Rs, 150.57 Crores (Previous year Rs, 194.53 Crores) is guaranteed by one of the Directors of the company in his personal capacity.

12. Working Capital Loans as referred to in (a) above of Rs, 183.56 Crores (Previous year Rs, 283.27 Crores) are secured by a first charge on pari passu basis without any preference or priority over each other on all Current Assets of the company both present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and are also secured by way of Second charge on pari passu basis on movable and immovable properties of the company both present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

13. Buyers Credit referred to in (b) above of Rs, 333.32 Crores, (Previous Year Rs, 323.42 Crores) are secured by a first charge on pari passu basis without any preference or priority over each other on all Current Assets of the company both present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and are also secured by way of Second charge on pari passu basis on movable and immovable properties of the company both present and future situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

14. Body Corporate Loan as referred to in (c) above of 7 14.00 Crores (Previous year 7 Nil) is to be secured by a subservient charge on the present and future current assets of the Company,and pledged of equity shares of the Company by the Promoter.

15. Disclosure under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 :

Amount due to Micro, Small and Medium Enterprises are disclosed on the basis of information available with the Company regarding status of the suppliers is as follows :

16. Unpaid dividends does not include any amounts, due & outstanding, to be credited to Investor Education & Protection Fund.

17. Other payables includes Salaries, wages & bonus payable, Withholding & Other Taxes payable and Provision for Expenses.

18. Advance from customers includes 7 89.97 Crores (Previous Year 7 58.51 Crores) due to a related party.

19. Interest Accrued but not due on borrowings includes interest of 7 Nil (Previous Year 7 0.39 Crores) due as on 31st March 2016 for delay in creation of charge, which since has been paid by the Company.

Notes:- 1 Represents Investments made through Portfolio Manager and held by them in fiduciary capacity on behalf of the company (Refer Note No-12.4)

20. Non-Current Investments are carried at cost less provision for diminution in the value other than temporary (Refer Note No-1 H).

21. The Aggregate amount of Provision for Diminution in Value of Non Current Investments is X 0.09 Crore (Previous Year X 0.19 Crore)

22. Aggregate Amount of Non - Current Investments :

23. As at 31st March 2016, the Company has invested X Nil (Previous year X 0.34 Crores) to HDFC Asset Management company Limited (the Portfolio Manager) for providing Discretionary Portfolio Management Services which is in the nature of investment administrative management services and include the responsibility to manage, invest and operate the assets under the HDFC AMC PMS -Real Estate Portfolio -1 (" Real Estate Portfolio"), as per the agreement dated 1st January,2008.The securities representing the outstanding balance of X Nil as at 31st March, 2016 ( Previous year X0.34 Crores) have been accounted as investment.

24. Nil (Previous Year 12,750,000) Equity Shares of JBF Petrochemicals Limited , a subsidiary of the company have been pledged against loan taken by that subsidiary company from bank.

25. Others includes mainly Unamortised Ancillary Borrowing Cost and interest receivable.

26. During the previous year the company was liable to pay MAT under section 115JB of the Income Tax Act, 1961 (The Act) and the amount paid as MAT was allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB, in next Ten years. Based on the future projection of the performances, the Company will be liable to pay the income tax computed as per provisions, other than under section 115JB, of the Act. Accordingly as advised in Guidance note on " Accounting for Credit available in respect of Minimum Alternate Tax under the Income Tax Act 1961" issued by the Institute of Chartered Accountants of India, 7 Nil (Previous year 7 36.97 Crores) being the excess of tax payable u/s 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of profit and loss during the previous year.

1Represents Investments made through Portfolio Manager and held by them in fiduciary capacity on behalf of the company (Refer Note No-12.4) Notes:-

27. The Aggregate amount of Provision for Diminution in Value of Current Investments is 7 0.08 Crores (Previous Year 7 0.04 Crores)

28. Current investments are carried at lower of cost and market value/NAV computed individually (Refer Note No-1 H).

29. Aggregate Amount of Current Investments

30. Debts due for a period exceeding six months includes RS, 51.52 Crores (Previous Year RS, 51.52 Crores), which are overdue and against which the Company has initiated legal proceedings. The Company is of the view that a substantial part of this amount is recoverable. As a matter of prudence and based on the best estimate a provision of RS, 31.25 Crores (Previous Year RS, 21.25 Crores) has been made and which has been considered sufficient.

31 Deposit earmark against borrowings includes Rs, 276.00 Crores (Previous year RS, 167.97 Crores) pledged as security with a bank for the credit facilities availed by JBF Petrochemical Ltd, a Subsidiary Company.

32. Unsecured inter-corporate Deposits includes 7 5.00 Crores (Previous year 7 5.00 Crores) backed by personal guarantee of a promoter of a borrower.

33. Secured Inter Corporate Deposits (ICD) Includes:-

(i) Loan of 7 9.00 Crores given in earlier years to TVC Sky Shop Limited (TVC) against the pledge of 25,00,000 equity shares of 710 each representing 25.73% of the paid up equity share capital of TVC.

(ii) Loan of 7 11.00 Crores given in earlier years to Suryachakra Power Corporation Limited (SPCL) against the pledge of 24,31,434 equity shares of 710.00 each representing 1.62% of the paid up equity share capital of SPCL.

As TVC and SPCL failed to meet its commitments for repayment, the Company invoked the pledge and got transferred above mentioned equity shares in its own Demat account. As the Company does not intends to hold these shares as investment to acquire control of TVC and SPCL but as a security till the above loans are repaid, it continue to disclose the above loans as ICD as against the investment. Further TVC has not been considered as an associate within the meaning of Accounting Standards 23 (AS 23) "Accounting for investment in associates in Consolidated Financial Statements" as prescribed under section 133 of the Companies Act, 2013.

34. Inter Corporate Deposit (ICD) of 7 60.00 Crores (Previous year 7 60.00 Crores) to various parties given in earlier year along with interest accrued and due on the same amounting to 7 36.93 Crores (Previous year 7 39.93 Crores) recoverable are overdue and Company has initiated legal proceedings (including winding up petitions against few of them). In view of the pending litigations and based on principle of prudence, Company has discontinued recognition of interest income on the same w. e. f. 1st January 2015. Management of the Company is of the view that entire amount is good for recovery in view of securities wherever available, personal guarantee of promoters of borrowers company etc and hence no provision for above receivables is necessary at this stage.

35. Others includes Prepaid Expenses and Cenvat Receivable.

36. In accordance with the regulation 34 (3)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

37. Interest Receivable includes 7 31.27 Crores (Previous Year 7 0.07 Crores) due from a related party.

38. Loans and advance to related parties includes loans given for business purpose including setting up project of its subsidiary companies.

B. Defined Benefit Plan

The present value of Employees'' Gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

The estimated future salary increases takes into account inflation, seniority, promotion and other retirement factors including supply and demand in the employment market. The above information is certified by the actuary.

39. Employee Stock Option Scheme

i. The Employee Stock Option Scheme, 2009 (JBF ESOS 2009) was introduced and implemented during the year 2009-10 as approved by the shareholders at the Annual General Meeting held on 25th September, 2009. The equity shares reserved for issuance to eligible employee of the company as at 31st March, 2016 is Nil (Previous Year Nil) Equity Shares of RS, 10/- each.

ii. On 25th September, 2009 the Company has granted 21,54,000 Options convertible into Equity Shares of RS, 10 each to 298 employees. The Exercise Price of the Options was fixed at RS, 60 each for conversion in to one Equity Share of the Company. Out of above Options Nil (Previous Year 1404) Options have been Lapsed during the year 2015-16.

iv. All the Options granted till date have an exercise period of Twenty Four months from the date of their vesting.

* Rs,0.07 Crores (Previous year RS, Nil) considered as share issue expenses.

40. Corporate social responsibility Expenses

(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the company during the year is RS, 2.23 Crores (Previous Year RS, 0.52 Crores)

(b) Expenditure related to Corporate Social Responsibility is RS, 0.72 Crores (Previous Year RS, 0.20 Crores).

41. General Expenses includes Directors Sitting Fees RS, 0.19 Crores (Previous Year RS, 0.14 Crores)

42. Management is of the view that above litigation will not impact financial position of the Company.

43. RELATED PARTY TRANSACTIONS

As per the Accounting standard -18, As notified by Companies (Accounting Standards) Rules 2006, the disclosure of transactions with related parties as defined in the Accounting Standard are given below :

i. Subsidiary Companies:

JBF Global Pte Ltd.

JBF RAK LLC.

JBF Petrochemicals Limited

JBF Bahrain SPC

JBF Global Europe BVBA

JBF Bio Glicols Industia Quimica Ltda

JBF Trade Invest PTE. LTD

JBF America INC

ii. Key Managerial Personnel :

Mr. B.C. Arya Mr. R.Gothi

Mr. P N.Thakore (upto 31.08.15)

Mr. N. K. Shah

iii. Relatives of Key Managerial Personnel :

Mrs. Veena Arya Relative of Shri B.C. Arya

Mr. Cheerag Arya Relative of Shri B.C. Arya

Ms.Chinar Arya Relative of Shri B.C. Arya

Mrs. Usha Thakore Relative of Shri P N. Thakore

Mr. Abhishek R. Gothi Relative of Shri R. Gothi

Mr. Abhishek P Thakore Relative of Shri P N. Thakore Ms. Akanksha P Thakore Relative of Shri P N. Thakore

iV. Enterprises over which the Key Managerial personnel & their relatives have significant influence

Vaidic Resources Pvt. Ltd.

Notes to Related Party Transactions:

i. Non-current Investment includes RS, 396.17 Crores in JBF Global Pte Ltd.

ii. Short term Loan & Advance includes RS, 326.19 Crores given to JBF Pertochemical Ltd and Rs, 30.05 Crores given to JBF Global Pte Ltd.

iii. Interest receivable includes Rs, 30.87 Crores from JBF Petrochemical Ltd.

iv. Other Current Assets includes RS, 71.11 Crores from JBF Petrochemicals Ltd. v Trade Receivable includes RS, 0.08. Crores from JBF Petrochemicals Ltd.

vi. Trade Payables includes RS, 3.97 Crores due to JBF RAK LLC.

vii. Other Current Liabilities includes RS, 89.97 Crores due to JBF RAK LLC.

viii. Dividend paid includes RS, 5.55 Crores & RS, 0.78 Crores to Mr. B. C. Arya & Vaidic Resources Pvt. Ltd. respectively.

ix. Income: Revenue from Operations includes RS, 119.17 Crores and RS, 79.44 Crores from JBF RAK LLC and JBF Bahrain SPC respectively. Interest Income includes RS, 34.70 Crores from JBF Petrochemical Ltd, Guarantee Commission Includes Rs, 27.60 Crores from JBF Petrochemicals Ltd .

x. Expenditures: Purchases Includes Rs, 7.48 Crores from JBF Rak LLC. Managerial Remuneration include RS, 6.04 Crores, RS, 0.98 Crores and Rs, 0.83 Crores paid to Mr. B. C. Arya & Mr. Rakesh Gothi, P N. Thakore respectively.

xi. Reimbursement of Expenses includes RS, 0.05 Crores from JBF Petrochemical Ltd.

xii. Guarantee given and Letter of credit facility extended by the Company includes RS, 3070.27 Crores on behalf of JBF Petrochemical Ltd.

xiii. Fixed deposit pledged with banks includes RS, 276.00 Crores for credit facility availed by JBF Petrochemical Ltd .

44. As per Accounting Standard (AS) 17 on "Segment Reporting", Segment Information has been provided under the Notes to Consolidated Financial Statements.

45. I income TaRs, Assessment of the Company has been completed up to the accounting year ended on 31st March, 2011.

v) The Company has entered interest rate swap derivatives contracts in respect of External Commercial Borrowings of Rs, 57.90 Crores (Previous Year Rs, 85.71 Crores) outstanding as on 31st March, 2016.

46. All Derivative and financial instruments acquired by the company are for hedging purpose only.

47. Foreign Currency exposures (except currency swap) that are not hedged by derivative instruments as on 31st March, 2016 relating to :

48. The Expenses on account of forward premium on outstanding forward exchange contracts to be recognized in the Statement of Profit and Loss of subsequent accounting year aggregate to Rs, Nil (Previous Year Rs, 1.21 Crores).

49 Previous year''s figures have been regrouped, rearrange and reclassified wherever necessary to make them comparable with the current year''s classification/ disclosure.


Mar 31, 2013

1.1 employment stock option scheme

i. The Employee Stock Option Scheme, 2009 (JBF ESOS 2009) was introduced and implemented during the year 2009-10 as approved by the shareholders at the Annual General Meeting held on 25th September, 2009. The equity shares reserved for issuance to eligible employee of the company as at

31st March, 2013 is 2,56,301 (Previous Year 2,51,728) Equity Shares of Rs. 10/- each. ii. On 25th September, 2009 the Company has granted 21,54,000 Options convertible into Equity Shares of Rs. 10 each to 298 employees. The Exercise Price

of the Options was fixed at Rs. 60 each for conversion in to one Equity Share of the Company. Out of above Options 4,573 (Previous Year 24,677) Options

have been Lapsed during the year 2012-13. iii. During the year the Company has further granted Nil (Previous Year 5,019) Options convertible into Equity Shares of Rs. 10 each to 2 employees. The Exercise

Price of the Options was fixed at Rs. 60 each for conversion in to one Equity Share of the Company. iv. The above Options vest over a period ranging from one to three years as follows.

2 Related Party transaction

As per the Accounting standard -18, As notified by Companies (Accounting Standards) Rules 2006, the disclosure of transactions with related parties as defined in the Accounting Standard are given below :

i. subsidiary Companies:

JBF Global Pte. Ltd. JBF RAK LLC.

JBF Petrochemicals Limited JBF Bahrain SPC

JBF Global Europe BVBA JBF Bio Glicols Industria Quimica Ltda

ii. Key Managerial Personnel :

Mr. B.C. Arya Mr. R. Gothi

Mr. P.N. Thakore Mr. N.K. Shah

iii. Relatives of Key Managerial Personnel :

Mrs. Veena Arya Relative of Shri B.C. Arya

Mr. Cheerag Arya Relative of Shri B.C. Arya

Ms. Chinar Arya Relative of Shri B.C. Arya

Mrs. Usha Thakore Relative of Shri P.N. Thakore

Mr. Abhishek R. Gothi Relative of Shri R. Gothi

Mr. Abhishek P. Thakore Relative of Shri P.N. Thakore

Ms. Akanksha P. Thakore Relative of Shri P.N. Thakore

iV. enterprises over which the Key Managerial personnel and their relatives have significant influence

Arya Texturisers & Twisters

Arya Industries

Vaidic Resources Pvt. Ltd.

3.1 The Expenses on account of forward premium on outstanding forward exchange contracts to be recognised in the Statement of Profit and Loss account of subsequent accounting year aggregate to Rs. 0.60 Crores (Previous Year Rs. 1.22 Crores).

4 The financial statements for the year ended 31st March, 2013 were adopted by the Board of Directors on 23rd May, 2013. Subsequent to it the Board of Directors at its meeting held on 13th August, 2013 proposed to revise the proposed dividend to equity share holders from Rs. 6 (60%) to Rs. 1 (10 %) per equity share of Rs. 10 each, resulting into reduction in amount as reported on 23rd May, 2013 in respect of proposed dividend & tax thereon from Rs. 43.58 Crores & Rs. 7.78 Crores to Rs. 7.26 Crores & Rs. 1.61 Crores respectively and consequently increase in amount of reserve & surplus from Rs. 839.30 Crores to Rs. 881.79 Crores. Accordingly to give the effect of above revision, the financial statements for the year ended 31st March, 2013 have been revised and adopted by the Board of Directors at its meeting held on 21st August, 2013.

5 Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.


Mar 31, 2012

1.1 Terms/rights attached to equity shares

Holders of equity shares of Rs. 10 each are entitled to one vote per share. The equity shareholders are entitled to dividend only if dividend in a particular financial year is recommended by the Board of Directors and approved by the member at the annual general meeting of the year. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive out of the remaining assets of the company, after distribution of Preferential amounts . The distribution will be in proportion to the number of equity shares held by share holders.

1.2 Terms/rights attached to Cumulative Redeemable Preference Shares

The holder of Preference Share of the Company have a right to vote at a General Meeting of the Company only in accordance with limitations and provisions laid down in Section 87 (2 ) of the Companies Act, 1956 . The Preference Shares shall carry dividend at the rate of 2.5 % per annum payable annually. The preference share holders will be entitled to receive out of the remaining assets of the company after distribution to all the secured and unsecured creditors. These CRPS are redeemable at par : Rs. 61.78 Crores on 30.09.2019 and Rs. 26.61 Crores on 30.09.2018 .

1.3 The Company has allotted 61,77,837 (Previous Year 26,61,363) 2.5% Cumulative Redeemable Preference Shares (CRPS) of Rs. 100 each fully paid up aggregating to Rs. 61.78 Crores (Previous Year Rs. 26.61 Crores) to Bank of India in pursuant to line of credit approved by a bank to fund derivative losses.

1.4 Equity options outstanding as on 31st March, 2012:

i. To ESOS holders 9,98,887 ( Previous year 13,89,712 ) Refer Note No 26.3

ii. To a bank in respect of optionally convertible loan (OPCL) being a part of line of credit sanctioned to finance derivative losses. The OPCL outstanding as on 31st March, 2012 is Rs. 50.51 Crores ( Previous year 15.21 Crores) Refer Note No 36.3.

1.5 Of the above Equity Shares 1,82,450 Equity Shares of Rs. 10/- each were issued pursuant to the scheme of Amalgamation of Microsynth Fabrics (India) Limited with the Company as sanctioned by Hon'ble High Court of Judicature at Mumbai vide its order dated 23rd October, 2008.

1.6 The details of shareholder holding more than 5% shares :

2.1 Debentures referred to in (a) above are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets , present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

2.2 Term Loans from Banks & Financial Institutions referred to in ( b ) above are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets , present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and are further secured by Second charge on current assets of the Company situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

2.3 External Commercial Borrowings referred to in (c) above are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets , present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

2.4 The Loans for vehicle have been secured by specific charge on the vehicles covered under the said loans.

2.5 Terms of Repayment

i) Debentures

Debentures are redeemable at par in one or more installments on various dates with the farthest redemption being on 27.10.2014 and the earliest being 27.01.2013.The debentures are redeemable as follows Rs. 10 Crores as on 27.10.2014, Rs. 10 Crores as on 27.07.2014, Rs. 10 Crores 27.01.2014 and Rs. 10 Crores 27.07.2013.

ii) Secured Term Loans from Banks

Loan of Rs. 6.29 crores is repayable in 4 equal quarterly installments of Rs. 1.57 crores starting from April 2013 and ending on January 2014 and loan of Rs. 251.16 crores is repayable in 6 equal quarterly installments of Rs. 3.22 Crores starting from June 2013 and ending on September 2014 and there after 16 equal quarterly installments of Rs. 14.49 Crores starting from December 2014 and ending on September 2018.

iii) Secured Term Loans from Financial Institutions

Loan of Rs. 21.43 crores is repayable in 3 equal annual installments of Rs. 7.14 crores starting from July 2013 and ending on July 2015.

iv) Secured External Commercial Borrowings

Loan of Rs. 45.78 crores is repayable in 12 equal quarterly installments of Rs. 3.82 crores (USD 7,50,000) starting from June 2013 and ending on March 2016, loan of Rs. 101.74 crores is repayable in 16 equal quarterly installments of Rs. 6.36 crores (USD 12,50,000) starting from March 2014 and ending on December 2017 and loan of Rs. 71.22 crores is repayable in 14 equal quarterly installments of Rs. 5.09 crores (USD 10,00,000) starting from May 2013 and ending on August 2016.

v) Secured Vehicle Loans

Vehicle Loans are repayable as under : Rs. 0.17 crores in financial year 2013 -14, Rs. 0.17 crores in financial year 2014-15 and balance of Rs. 0.03 crores in financial year 2015-16.

vi) unsecured Term Loans From a Bank

Loan of Rs. 88.39 crores is repayable in 8 equal half yearly installments of Rs. 11.04 crores starting from April 2014 and ending on October 2017 and loan of Rs. 50.51 crores will be converted in to Equity by 30.09.2013 at a price to be determine according to SEBI rules and guidelines prevailing at that time.

vii) unsecured External Commercial Borrowings

Loan of Rs. 50.49 crores is repayable in July 2013.

2.6 Term loans from banks aggregating to Rs. Nil (Previous year Rs. 15.72 Crores) are guaranteed by two of the Directors of the Company and Rs. 139.74 Crores (Previous year Rs. 65.43 Crores) are guaranteed by one of the Directors of the company in their personal capacity.

3.1 Working Capital Loans as referred to in (a) above are secured by hypothecation of inventory of Raw Materials ,Work in process, Finished goods, Stores and spares, Packing materials and Book Debts and are also secured by way of Second charge on the immovable properties of the company situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.

@ Does not include any amounts, due & outstanding, to be credited to Investor Education & Protection Fund.

* Other payable includes Salaries, wages & bonus payable, Withholding & Other Taxes payable and outstanding liabilities.

*The company has recognised liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in stock as on 31st March, 2011 of Rs. 15.30 Crores as per the estimated pattern of despatches. During the year Rs. 15.21 Crores was utilised for clearance of goods. Liability recognised under this class as at 31st March, 2012 is Rs. 17.02 Crores. Actual outflow is expected in the next financial year.

4.1 Buildings include Rs. 8000/- being the value of Shares of Co-operative Societies.

4.2 Additions to fixed assets & Capital work in Progress are inclusive of loss of Rs. 16.80 Crores (Previous Year Rs. 6.00 Crores) on account of foreign exchange difference during the year.

4.3 Capital work in progress includes :

i) Rs. 6.24 Crores on account of Preoperative expenses (Previous Year Rs. 6.21 Crores).

ii) Rs. 5.88 Crores on account of cost of construction material at site (Previous Year Rs. 26.82 Crores)

11.4In accordance with the Accounting Standard (As -28) on "Impairment of Assets" As notified by Companies (Accounting Standards) Rules 2006, the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard. On the basis of this review carried out by the management, there was no impairment loss on Fixed Assets during the year ended 31st March, 2012.

5.1 Non-Current Investments are carried at cost less provision for diminution in the value other than temporary (Refer Note No-1 H).

5.2 Aggregate Amount of Non - Current Investments :

5.3 As at 31st March, 2012, the company has invested Rs. 1.45 Crores (Previous year Rs. 1.76 Crores) to HDFC Asset Management company Limited (the Portfolio Manager) for providing Discretionary Portfolio Management Services which is in the nature of investment administrative management services and include the responsibility to manage, invest and operate the assets under the HDFC AMC PMS -Real Estate Portfolio -1 ("Real Estate Portfolio"), as per the agreement dated 1st January, 2008 The securities representing the outstanding balance of Rs. 1.45 crores as at 31st March, 2012 (Previous year Rs. 1.76 crores) have been accounted as investment.

* Loans and advances to a related party represents share application money pending allotment given to JBF Global Pte Ltd., a subsidiary company. **Mainly includes unamortised ancillary borrowing cost and Interest Receivable.

Notes:-

6.1 The Aggregate amount of Provision for Diminution in Value of Current Investments is Rs. 0.27 Crores ( Previous Year Rs. 0.10 Crores)

6.2 Current investments are carried at lower of cost and market value/NAV, computed individually (Refer Note No. 1 H).

(Note:- As per Company policy, Loans given to employees are not considered under this clause.

b) Investment by the loanee in the share of the Company : Nil

c) Investment by the JBF Global Pte Ltd in ordinary shares of JBF RAK LLC, a subsidiary company : 2,37,159 Shares

7.1 Salaries, Wages and Allowances includes managerial remuneration of Rs. 4.42 Crores subject to approval of Central Government.

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

B. Defined Benefit Plan

The present value of Employees' Gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

The estimated future salary increases takes into account inflation, seniority, promotion and other retirement factors including supply and demand in the employment market. The above information is certified by the actuary.

7.3 Employment Stock option Scheme

i. The Employee Stock Option Scheme,2009 ( JBF ESOS 2009) was introduced and implemented during the year 2009-10 as approved by the shareholders at the Annual General Meeting held on 25th September, 2009. The equity shares reserved for issuance to eligible employee of the company as at 31st March, 2012 is 2,51,728 ( Previous Year 2,32,070) Equity Shares of Rs. 10/- each .

ii. On 25th September, 2009 the Company has granted 21,54,000 Options convertible into Equity Shares of Rs. 10 each to 298 employees. The Exercise Price of the Options was fixed at Rs. 60 each for conversion in to one Equity Share of the Company. Out of above Options 24,677 (Previous Year 70,784) Options have been lapsed during the year 2011-12.

iii. During the year the Company has further granted 5019 (Previous Year 45,000) Options convertible into Equity Shares of Rs. 10 each to 2 employees. The Exercise Price of the Options was fixed at Rs. 60 each for conversion in to one Equity Share of the Company.

iv. The above Options vest over a period ranging from one to three years as follows.

v. All the Options granted till date have an exercise period of Twenty Four months from the date of their vesting.

vi. The Company applies intrinsic- value method of accounting for determining Employee Compensation Expenses for its ESOS. Had the Employee Compensation Expenses been determined using the fair value approach, the Company's Net Profit and basic and diluted earnings per share as reported would have reduced as indicated below:

Since long term optionally convertible loan of Rs. 50.51 crores (previous year Rs. 15.21 Crores) are to be converted into such number of equity shares of Rs. 10 each at a price to be determined according to SEBI Rules & Guidelines prevailing at that time, total number of equity shares to be issued on exercise of conversion option is not certain and hence the same has not been considered for the computation of Diluted Earning Per Share.

8 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

(Rs. in Crores)

Particulars As at As at 31st March, 2012 31st March, 2011

(i) Contingent Liabilities

(a) Demands not acknowledged as debt

i) Income Tax 0.25 7.41

ii) Excise Duty (Rs.1.13 Crores deposited under protest) 1.29 1.26

iii) Service tax 1.44 1.49

iv) Others 0.09 0.09

(b) Guarantees issued by the Bankers 251.74 190.06

(Bank guarantees are provided under contractual/legal obligation. No cash outflow is expected.)

(c) Corporate Guarantee to banks against the Letter of credit facility to Subsidiary Company. (No Cash outflow -- 531.73 is expected)

(d) Letter of Credit includes Rs. 152.61 Crores (Previous year Rs. 157.62 Crores) extended for Subsidiary Company. 305.91 175.82

(These are established in favour of vendors but cargo/ material under the aforesaid Letter of Credit are yet to be received as on end of the year. Cash outflow is expected on the basis of payment terms as mentioned in Letter of Credit.)

(e) Export Bill Discounting 10.09 -- (No Cash outflow is expected)

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance) 22.66 11.48

(Cash outflow is expected on execution of such capital contracts, on progressive basis)

Notes to Related Party Transactions:

i. Share Application Money includes Rs. 397.95 Crores given to JBF Global Pte. Ltd.

ii. Non-current Investment includes Rs. 25.00 Crores invested in JBF Petrochemicals Ltd.

iii. Short term Loan & Advances includes Rs. 74.28 Crores & Rs. 24.57 Crores given to JBF Petrochemicals Ltd & JBF Global Pte. Ltd respectively.

iv. Trade Receivable includes Rs. 2.69 Crores from JBF RAK LLC.

v. Dividend paid includes Rs. 15.96 Crores, Rs. 3.43 Crores & Rs. 3.12 Crores to Mr. B C Arya, Chinar Arya & Vaidic Resources Pvt. Ltd. respectively.

vi. Income: Revenue from Operations includes Rs. 53.11 Crores to JBF RAK LLC. Interest Income Includes Rs. 2.87 Crores from JBF Petrochemicals Ltd and Miscellaneous Income includes Rs. 1.25 Crores from JBF RAK LLC .

vii. Expenditures: Purchases include Rs. 41.74 Crores from Arya Industries respectively. Managerial Remuneration include Rs. 4.42 Crores and Rs. 0.67 Crores paid to Mr. B C Arya & Mr. Rakesh Gothi respectively.

viii. Equity Shares alloted on exercise of ESOS includes Rs.0.09 Crores & Rs. 0.08 Crores to Mr. Rakesh Gothi and Mr. P N. Thakore respectively.

ix. Letter of credit facility extended by the Company includes Rs. 152.61 Crores on behalf of JBF Global Pte. Ltd.

9 As per Accounting Standard (AS) 17 on " Segment Reporting ", Segment Information has been provided under the Notes to Consolidated Financial Statements.

10 Income Tax Assessment of the Company has been completed up to the accounting year ended on 31 March, 2009.

10.1 All Derivative and financial instruments acquired by the company are for hedging purpose only.

10.2 The loss of Rs. 167.77 Crores in respect of foreign exchange and interest rate swap contracts for the year have been charged to the Statement of Profit and loss. The Mark to market losses in respect of the derivative contracts for Currency & Interest Swap as on 31st March, 2012 is Rs. 47.48 Crores (Previous Year Rs. 144.63 Crores), which have not been provided in the books of account since the company is of the view that the above losses may be payable only if loss conditions are triggered on observation dates starting from 3rd August, 2010 and ending on 3rd July, 2013. The loss if any, will be accounted for on actual settlements. Bank of India with whom, one of above derivative transaction is outstanding has approved a line of credit to fund losses on account of derivative transaction by way of debt, convertible loan and cumulative redeemable preference shares. Accordingly during the year, the Company has issued 61,77,837 (Previous Year 26,61,363), 2.5% Cumulative Redeemable Preference Shares (CRPS) aggregating to Rs. 61.78 Crores (Previous Year Rs. 26.61 Crores) & bank has disbursed loan of Rs. 61.78 Crores (Previous Year Rs. 26.61 Crores) and optionally convertible loan of Rs. 35.30 Crores (Previous Year Rs. 15.21 Crores).

10.3 The Expenses on account of forward premium on outstanding forward exchange contracts to be recognised in the profit & loss account of subsequent accounting year aggregate to Rs. 1.22 Crores (Previous Year Rs. Nil).

11 The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.


Mar 31, 2011

1. In accordance with the Accounting Standard (As -28 ) on " Impairment of Assets" As notified by Companies (Accounting Standards) Rules 2006, the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard . On the basis of this review carried out by the management, there was no impairment toss on Fixed Assets during the year ended 31st March, 2011.

2. As approved by the shareholders at their meeting held on 5th March, 2010, during the year 52,90,471 Eguity Shares of Rs. 10 each fully paid up at a premium of Rs. 147.15 per share have been alloted to Qualified Institutional Buyers. Net issue proceed received has been fully utilised towards additiona working capital and investments in subsidiary company.

3. Advances recoverable in cash or m kind or for value to be received includes Rs. NIL (Previous Year Rs. Nil Crores) due from a firm in which one of the Directors' is interested as a partner. The maximum amount outstanding at any time during the year was Rs. Nil crores ( Previous Year Rs. 0.60 Crores)

4. In the opinion of the management, the company is engaged only in the business of producing polyester based products. As such, there are no separate reportable segments,

5. In the opinion of the Management, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of business.

6. Income Tax Assessment of the Company has been completed up to the accounting year ended on 31st March 2008.

7. Employee Stock Option Scheme:-

i. The Employee Stock Option Scheme,2009 ( JBF ESOS 2009) was introduced and implemented during the year 2009-10 as approved by the shareholders at the Annual General Meeting held on 25th September,2009. The Company has reserved issuance of 21,78,486 Equity Shares of Rs. 10/- each for offering to eligible employees of the Company.

ii. On 25th September, 2009 the Company has granted 21,54,000 Options convertible into Equity Shares of Rs. 10 each to 298 employees. The Exercise Price of the Options was fixed at Rs. 60 each for conversion in to one Equity Share of the Company. Out of above Options 70,784 (Previous Year 1,81,800) Options have been Lapsed during the year 2010-11.

iii. During the year the Company has further granted 45,000 Options convertible into Equity Shares of Rs. 10 each to 4 employees. The Exercise Price of the Options was fixed at Rs. 60 each for conversion in to one Equity Share of the Company.

v. All the Options granted till date have an exercise period of Twenty Four months from the date of their vesting.

vi. The Company applies intrinsic- value method of accounting for determining Employee Compensation Expenses for its ESOS. Had the Employee Compensation

8. As at 31 st March 2011, the company has invested Rs. 1.76 Crores (Previous year Rs. 1.46 Crores) to HDFC Asset Management company Limited (the Portfolio Manager) for providing Discretionary Portfolio Management Services which is in the nature of investment administrative management services and include the responsibility to manage .invest and operate the assets under the HDFC AMC PMS -Real Estate Portfolio -1 ("Real Estate Portfolio"), as per the agreement dated 1st January,2008 .The securities representing the outstanding balance of Rs. 1.76 crores as at 31st March, 2011 (Previous year Rs. 1.28 crores) have been accounted as investment in schedule " F".

9.Previous year's figures have been reworked/ regrouped/ rearranged and reclassified wherever necessary. Amount and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amount and other disclosures relating to the current year.


Mar 31, 2010

1. In accordance with the Accounting Standard (As -28 ) on " Impairment of Assets" As notified by Companies ( Accounting Standards) Rules 2006, the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard . On the basis of this review carried out by the management, there was no impairment loss on Fixed Assets during the year ended 31st March, 2010.

2. The Company has repurchased and cancelled 1430 Foreign Currency Convertible Bonds ( FCCBs) of the Face Value of USD 10000 each on 20th April, 2009,as per the approval of the Reserve Bank of India, at a discount. This has resulted in a saving of Rs. 17.46 Crores which has been reflected as part of Other Income for the year ended 31st March, 2010. Consequent upon such repurchase and cancellation, the Companys obligations to convert the said FCCBs into shares, if so claimed by the FCCB holders and/ or to redeem the same in foreign currency, have come to an end vis-s vis cancelled FCCBs. Rs. 9.15 Crores being premium on redemption has been reversed on buy back of FCCBs.

3. Debtors includes Rs. NIL (Previous Year Rs. 2.81 Crores) due from the firms in which one of the Directors and/or his relative are interested as partner.

4. Advances recoverable in cash or in kind or for value to be received includes Rs. NIL (Previous Year Rs. 0.60 Crores) due from a firm in which one of the Directors and/or his relative are interested as partner. The maximum amount outstanding at any time during the year was Rs. 0.60 crores (Previous Year Rs. 0.60 Crores)

5.The Expense on account of forward premium on outstanding forward exchange contracts to be recognized in the profit & loss account of subsequent accounting year aggregate to Rs. NIL (Previous Year Rs.0.19 Crores).

6. The company has paid till date Rs 1.46 Crores (Previous year Rs 0.80 Crores) to HDFC Asset Management company Limited (the Portfolio Manager) for providing Discretionary Portfolio Management Services which is in the nature of investment administrative management services and include the responsibility to manage, invest and operate the assets under the HDFC AMC PMS -Real Estate Portfolio -1 ("Real Estate Portfolio"), as per the agreement dated 1st January, 2008. The securities representing the outstanding balance of Rs. 1.28 crores as at 31st March, 2010 (Previous year Rs 0.73 crores) have been accounted as investment.

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