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Notes to Accounts of Jyoti Structures Ltd.

Mar 31, 2015

1. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) are Rs. 7.14 Lacs (P.Y. Rs. 11.28 Lacs ). Advances paid Rs. 5.93 Lacs (P.Y. Rs.. 24.32 Lacs).

2. The gross block of fixed asset includes Rs. 83.62 Lacs (P.Y. Rs. 83.62 Lacs) on account of revaluation of fixed assets carried out by the Company in the year 1993-94. Consequent to the said revaluation, there is an additional charge of Rs. 2.42 Lacs (P.Y. Rs. 2.42 Lacs) on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Statement of Profit and Loss. This has no impact on the loss for the year.

3. The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts has been made in the books of accounts. The Company has not entered into a derivative contract during the year.

4. The Company has invested an amount of USD 129.90 Lacs equivalent to Rs. 6,000.65 Lacs in its subsidiary company namely, Jyoti International Inc. Further, as at 31st March, 2015, balance of loans and advances outstanding was of Rs. 6,712.77 lacs to Jyoti International Inc. and Rs. 3,148.57 lacs to Jyoti Americas LLC, a wholly owned subsidiary of Jyoti International Inc. That company maintains its accounts on financial year basis. The company has incurred total loss of USD 219.53 Lacs equivalent to Rs. 13,763.34 Lacs (P.Y. Loss of USD 133.01 Lacs equivalent to Rs. 7,579.41 Lacs) during the year. Total accumulated losses as on 31st March 2015 are USD 420.67 Lacs (P.Y. USD 201.14 Lacs). However, based on the orders in hand and the business outlook of the company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered in the next few years. Therefore, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is confident of turning around the business of that company in the near future.

5. Lauren Jyoti Private Ltd. is a joint venture company (JVC) between Lauren Engineers Constructors Inc. (Lauren) and Jyoti Structures Limited (JSL) with equity participation of Rs. 500 Lacs by each partner and with technical assistance, support and know-how to be provided by Lauren and pre-qualification credentials by the Company for EPC Contracts. As on 31st March 2015, the trade receivable of the Company include amount of Rs. 7,045.80 Lacs outstanding from JVC. Further an amount of Rs. 5,507.00 Lacs was paid by the Company on account of encashment of Bank guarantee by a customer of JVC, which amount is debited to JVC. The other outstanding from JVC are Rs. 830.30 Lacs for support services provided by the Company. Due to differences and disputes arising between the partners during the execution of 50 MW Solar Thermal Power Plant EPC Contract awarded by Godavari Green Energy Limited, the financial statements of JVC have not been adopted after 31st March 2013. The Company has referred the dispute to arbitration and the management is reasonably confident of recovering the amount.

6. The Company has invested an amount of Rs. 419 in the equity share capital of Jyoti Structures Africa (Pty) limited (JS Africa), a subsidiary company. As on 31st March, 2015, the Company has also advanced loan of Rs. 3,581.91 lacs to JS Africa and the outstanding credit to that company is Rs. 3,277.65 lacs. Though the net worth of the subsidiary has been eroded, the Company has not provided for diminution in value of investment of Rs. 419 and no provision is made against outstanding loans and dues of said company. Considering the business outlook of the subsidiary Company, the management is of the opinion that these accumulated losses of that company are temporary in nature and will be recovered in the near future.

7. During the year, the company has paid managerial remuneration amounting to Rs. 43.04 lacs which is in excess of the provisions of section 197 of the Companies Act, 2013 read with Part II of Schedule V. The Company is in the process of seeking shareholders' approval for waiver of the same, subject to approval of Central Government.

8. Foreign Currency exposures that are not hedged by derivative instruments as on 31st March, 2015 amount to Rs. 87,451.53 Lacs (P.Y. Rs. 47,496.99 Lacs)

9. Disclosures for operating leases under Accounting Standard 19 – "Leases":

a) Disclosures in respect of the agreements entered into after 1st April, 2001 for taking on leave and license/under operating leases the residential/office premises and warehouses, including furniture fittings therein as applicable and machinery, are given below:

The agreements provide for early termination by either party with a notice period which varies from fifteen days to three months and they contain a provision for their renewal.

10. Related Party Disclosures:

Related party disclosures as required by Accounting Standard 18, "Related Party Disclosures", Relationships (during the year)

(a) Subsidiary of the Company:

i) Jyoti Energy Ltd.

ii) JSL Corporate Services Ltd.

iii) Jyoti Structures Africa (Pty) Ltd.

iv) Jyoti International Inc.

v) Jyoti Americas LLC

vi) Jyoti Structures Canada Ltd.

vii) Jyoti Structures FZE

viii) Jyoti Structures Namibia (Pty) Ltd.

ix) Jyoti Structures Nigeria Ltd.

x) Jyoti Structures Kenya Ltd.

(b) Joint Venture:

i) Gulf Jyoti International LLC ii) Lauren Jyoti Pvt. Ltd.

(c) Key Management Personnel:

i) Mr. Ashok Goyal ii) Mr. Santosh Nayak iii) M r. K. R. Thakur

11. Employees Stock Option Scheme:

Under Jyoti Structures Limited Employees Stock Option Scheme 2005 (ESOS 2005) as amended, the Company is authorised to issue upto 5,00,000 (Five Lacs) stoc k options convertible into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 2/- each to employees. A Compensation Committee has been constituted by the Board of Directors of the Company to administer the Scheme.

Each option is to be converted into 5 equity shares of Rs. 2/- each at an exercise price of Rs. 17/- per equity Share (being the exercise price adjusted after split of face value from Rs. 10/- to Rs. 2/-). Under the scheme, 30% of the options vest at the end of one year from the date of grant of options, 30% at the end of second year from the date of grant of options and the balance 40% at the end of third year from the date of grant of options.

The amount of Rs. 20.92 Lacs (P.Y. Rs. 56.15 Lacs) debited to Employee Compensation Expense – ESOS account, represents the proportionate cost for the year and has been credited to the revenue account.

The amount of Rs. 341.75 Lacs (P.Y. Rs. 374.20 Lacs) in Employee Stock Option outstanding account, represents discounts on the options outstanding.

12. Engineering Procurement Construction (EPC) Contracts provide for levy of liquidity damages (LD) to the extent of 10% of the contract value for delay in execution of the contracts. As a trade practice, on completion of the contracts such delay is generally condoned by granting time extension. It is not possible to ascertain the quantum of the LD for the projects where execution is delayed, as the proposals for time extension are pending with the customers and in the past, time extensions have been granted in similar circumstances.

13. Consequent to encashment of Bank Guarantee by Power Grid Corporation of India Ltd. in April 2014, for Tangla-Kokrajhar- Barabisa, Assam project, the Company has initiated dispute resolution, in accordance with the terms of the contract.

14. Jaypee Power Ventures Ltd. (JPVNL) wrongfully encashed the performance bank guarantees amounting to Rs.. 1,773.22 lacs in July 2014, though the company had completed the contract and the line was charged. The Company has initiated dispute resolution, in accordance with the terms of the contract.

15. Maharashtra State electricity Corporation Ltd (MSETCL) has terminated the contract and encashed the performance guarantees amounting to Rs. 1,987.48 Lacs in July 2014 as the execution of contract was delayed due to Right of Way, availability of land, reasons being beyond the control of the Company. The Company has been advised to initiate dispute resolution in terms of the contract.

16. MP Madhya Kshetra Vidut Vitaran Company Ltd. has terminated part of the contract and encashed the performance guarantees amounting to Rs. 2,025.81 Lacs in April 2015 as the execution of contract was delayed due to reasons beyond the control of the Company. The Company has been advised to initiate dispute resolution in terms of the contract. The Company has made provisions in the Statement of Profit and Loss although the event has occurred after balance sheet date.

17. Trade Payable includes dues to micro and small enterprises to whom the Company owes amounts outstanding for more than 45 days. The information regarding micro and small enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

18. The lenders of the Company have restructured the debt under RBI guidelines on Joint Lender Forum and Corrective Action Plan. Restructuring contours:

1. The cut-off date (COD) identified, for the purpose of determining the eligible debts to be restructured under the Restructuring Scheme is April 1, 2014.

2. Rescheduling of due amount of term loans, working capital loans and interest thereon and additional sanction of cash credit facility, non-fund based working capital and term loan.

3. Moratorium for principle repayment of term loan for 18 months from COD i.e. till September 30, 2015.

4. Reduction in rates of interest on term loans @ 12% p.a.

5. Interest to be funded on term loan for 12 months from COD i.e. till March 31, 2015.

6. Personal guarantees of promoters of the Company.

7. Pledge of the unencumbered shares of the promoters of the Company.

19. In August 2013, Jyoti Americas LLC (subsidiary of the Jyoti International Inc.) has issued subordinated debt of $1,30,00,000 and preferred stock Series A of $1,00,00,000. In April 2014, the Company issued additional 47 shares of Series A preferred stock, at $4,00,000 per share, for additional gross proceeds of $1,88,00,000. Cumulative dividends accrues on this preferred stock of Series A accrues on a daily basis at the rate of 0.01% per year on the original purchase price, per share.

Jyoti Americas LLC has a contingent liability of $34,700,000 for above mentioned preferred stock variable return along with its accretion of $ 46,16,444 and $12,29,000 for the years ended March 31, 2015 and 2014, respectively.

As per preferred stock agreement, the Company and Jyoti Structures Limited, the parent company, plan to settle the variable return due on August 28, 2016 through the issuance of common stock of Jyoti Structures Limited. Accordingly, the Company has not recorded an obligation of $ 3,47,00,000 related to the preferred stock variable return as of March 31, 2015.

20. The number of shares of Jyoti Structures Ltd. to be issued on settlement of the preference stock as referred to in Note No. 31 (31) on the Maturity on August 28, 2016, cannot be ascertained and therefore, the dilutive effect of those shares on the Diluted EPS of the Company has not been considered.

21. Corporate Social Responsibility (CSR)

During the year under report the company has constructed roads in 13 villages (in 10 districts) across India at the cost Rs. 193.71 Lacs. Construction of roads resulted in saving of travel time and ease of transportation to Villagers.

22. Pursuant to the enactment of Companies Act, 2013 effective 1st April, 2014, the Company has reviewed the estimated useful life of its Fixed Assets generally in accordance with that provided in Schedule II of the Act. The applicable rates of depreciation are also accordingly altered. As a result amount of Rs. 431.47 Lacs were reduced from the surplus in the statement of Profit and loss and the depreciation charged for the year ended 31st March 2015 is higher by Rs. 624.90 Lacs.

23. Previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2014

1. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) are Rs. 11.28 Lacs (P.Y. Rs. Nil). Advances paid Rs. 24.32 Lacs (P.Y. Rs. Nil).

2. Contingent Liabilities not provided for:

Sr 2013-14 2012-13 No Particulars Rs. in Lacs Rs. in Lacs

i) Outstanding of Bills Discounted Nil 533,91

ii) Disputed liabilities in respect of Income Tax, Sales Tax, Central Excise and Service Tax 802.51 637.46 (under appeal)

iii) Civil Suits 107.87 107.87

iv) Corporate Guarantees 68,918.04 46,247.05

The Company has given a letter of comfort for general banking facilities provided by National Bank of Abu Dhabi to Gulf Jyoti International LLC. The total loan outstanding from the bank to the said Company is AED Nil (PY AED 100.97 Lacs) equivalent to Rs. Nil (PY Rs. 1,498.52 Lacs) as on 31st March, 2014.

3. The gross block of fixed asset includes Rs. 83.62 Lacs (P.Y. Rs. 83.62 Lacs) on account of revaluation of fixed assets carried out by the Company in the year 1993-94. Consequent to the said revaluation, there is an additional charge of Rs. 2.42 Lacs (P.Y. Rs. 2.42 Lacs) on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Statement of Profit and Loss. This has no impact on the profit for the year

4. Disclosure as required by Accounting Standard 15 (revised 2005) "Employee Benefits":

Defined Contribution Plans:

a) Provident Fund

b) Superannuation Fund

The provident fund is operated by the Regional Provident Fund Commissioner and the superannuation fund is administered by the Trustees of Jyoti Structures Limited Officers Superannuation Scheme. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits.

5. The Company has invested an amount of AED 129.30 Lacs (P.Y. AED 129.30 Lacs) equivalent to Rs. 1642.77 Lacs (P.Y. Rs. 1642.77 Lacs) in its Joint Venture Company namely, Gulf Jyoti International LLC. That Company maintains its accounts on calendar year basis. The total paid up capital of the Company as on 31st March 2014 was AED 431.00 Lacs (P.Y. AED 431.00 Lacs). As against this capital, the total profit earned during the year was AED 36.97 Lacs (P.Y. AED 102.74 Lacs) and total accumulated losses as on 31st March 2014 were AED 92.23 Lacs (P.Y. AED 129.20 Lacs). However, based on the orders in hand and the business outlook of the joint venture Company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered in the next couple of years. Due to this, the management believes that there is no other than temporary diminution in value of the investment and therefore no provision for the same is made during the year

6. The company has invested an amount of USD 129.90 Lacs equivalent to Rs. 6,000.65 Lacs in its subsidiary company namely, Jyoti International Inc. That Company maintains its accounts on financial year basis. The company has incurred total loss of USD 133.01 Lacs equivalent to Rs. 7,579.41 Lacs ( P.Y. Loss of USD 57.48 Lacs equivalent to Rs. 3,022.01 Lacs) during the year. Total accumulated losses as on 31st March 2014 are USD 201.14 Lacs (P.Y. USD 68.12 Lacs ). However, based on the orders in hand and the business outlook of the company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered in the next few years. Due to this, the management believes that there is no other than temporary diminution in value of the investment in that company and therefore no provision for the same is made during the year.

7. Lauren Jyoti Private Ltd. is a joint venture company (JVC) between Lauren Engineers Constructors Inc. (Lauren) and Jyoti Structures Limited (JSL) with equity participation of Rs. 500 Lacs by each partner and with technical assistance, support and know-how to be provided by Lauren and pre-qualification credentials by the Company for EPC Contracts. Due to differences and disputes arising between the partners during the execution of 50 MW Solar Thermal Power Plant EPC Contract awarded by Godavari Green Energy Limited, the financial statements of JVC have not been adopted. Based on the advice, the Company is in the process of referring the dispute to arbitration in accordance with the Joint Venture Agreement.

8. Foreign Currency exposures that are not hedged by derivative instruments as on 31st March, 2014 amount to Rs. 47,496.99 Lacs.

9. Employees Stock Option Scheme:

Under Jyoti Structures Limited Employees Stock Option Scheme 2005 (ESOS 2005) as amended, the Company is authorised to issue upto 500,000 (Five Lacs) stock options convertible into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 2/- each to employees. A Compensation Committee has been constituted by the Board of Directors of the Company to administer the Scheme.

Each option is to be converted into 5 equity shares of Rs. 2/- each at an exercise price of Rs. 17/- per equity Share (being the exercise price adjusted after split of face value from Rs. 10/- to Rs. 2/-). Under the scheme, 30% of the options vest at the end of one year from the date of grant of options, 30% at the end of second year from the date of grant of options and the balance 40% at the end of third year from the date of grant of options.

The amount of Rs. 56.15 Lacs [P.Y. (Rs. 83.99 Lacs)] debited/(credited) to Employee Compensation Expense - ESOS account, represents the proportionate cost for the year and has been credited to the revenue account.

The amount of Rs. 374.20 Lacs (P.Y. Rs. 387.36 Lacs) in Employee Stock Option outstanding account, represents discounts on the options outstanding.

10. Engineering Procurement Construction (EPC) Contracts provide for levy of liquated damages (LD) to the extent of 10% of the contract value for delay in execution of the contracts. As a trade practice, on completion of the contracts such delay is generally condoned by granting time extension. It is not possible to ascertain the quantum of the LD for the projects where execution is delayed, as the proposals for time extension are pending with the customers and in the past, time extensions have been granted in similar circumstances.

11. Power Grid Corporation of India Ltd. had awarded Tangla-Kokrajhar-Barabisa transmission line contract in Assam on turnkey basis for total value of Rs. 330 crores consisting of Rs. 200 crores supply portion and Rs. 130 crores construction portion. The execution of the contract was delayed due to local agitation and ethnic strife, reasons which were beyond control of the Company.

Power Grid Corporation of India Ltd. terminated the contract on 10th April 2014 and encashed the guarantees including performance guarantee of Rs. 3,302.68 Lacs. Until termination of contract, the Company had completed

a) Supply of towers amounting to Rs. 185 crores and balance supply of towers of Rs. 15 crores are under dispatch;

b) Construction work amounting to Rs. 69 crores.

Though the events have occurred after the balance sheet date and the liability is disputed, the Company has provided for Rs. 3,302.68 Lacs in the Statement of Profit and Loss for the current year. The Company has been advised to initiate dispute resolution mechanism provided in the contract.

12. Trade Payable includes dues to micro and small enterprises to whom the Company owes amounts outstanding for more than 45 days. The information regarding micro and small enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company This has been relied upon by the auditors.

13. The Ministry of Corporate Affairs, Government of India vide its notification no. 2/2011 dated 8th Feb, 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956 subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled for the exemption. Necessary information relating to the subsidiaries have been included in the consolidated financial statements.

14. Previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2013

1. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) are Rs. Nil (P.Y. Rs. 10.55 Lacs). Advances paid Rs. Nil (P.Y. Rs. 10.22 Lacs).

2. Contingent Liabilities not provided for:

Sr. Particulars 2012-13 2011-12 No Rs. in Lacs Rs. in Lacs

i) Outstanding of Bills Discounted 533.91 404.10

ii) Disputed liabilities in respect of Income Tax, Sales Tax, Central Excise and Service Tax (under appeal) 637.47 567.13

iii) Civil Suits 107.87 100.21

The Company has given a letter of comfort for general banking facilities provided by National Bank of Abu Dhabi to Gulf Jyoti International LLC. The total loan outstanding from the bank to the said Company is AED 100.98 Lacs (PY. AED 98.49 Lacs) equivalent to Rs. 1,498.52 Lacs (P.Y Rs. 1,385.92 Lacs) as on 31st March, 2013.

3. The gross block of fixed asset includes Rs. 83.62 Lacs (P.Y. Rs. 83.62 Lacs) on account of revaluation of fixed assets carried out by the Company in the year 1993-94. Consequent to the said revaluation, there is an additional charge of Rs. 2.42 Lacs (P.Y. Rs. 2.42 Lacs) on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Statement of Profit and Loss. This has no impact on the profit for the year.

4. Disclosure as required by Accounting Standard 15 (revised 2005) "Employee Benefits": Defined Contribution Plans:

a) Provident Fund

b) Superannuation Fund

The provident funds are operated by the Regional Provident Fund Commissioner and the superannuation fund is administered by the Trustees of the Jyoti Structures Limited Officers Superannuation Scheme. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognised by the Income Tax authorities.

5. The Company has invested an amount of AED 129.30 Lacs (P.Y. AED 129.30 Lacs ) equivalent to Rs. 1,642.77 Lacs (P.Y. Rs. 1,642.77 Lacs )in its Joint Venture Company namely, Gulf Jyoti International LLC. That Company maintains its accounts on calendar year basis. The total paid up capital of the Company as on 31st March 2013 was AED 431.00 Lacs (P.Y. AED 431.00 Lacs). As against this capital, the total profit earned during the year was AED 102.74 Lacs (P.Y. Profit AED 104.47 Lacs) and total accumulated losses as on 31st March 2013 were AED 129.20 Lacs (P.Y. AED 221.67 Lacs). However, based on the orders in hand and the business outlook of the joint venture Company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered in the next couple of years. Due to this, the management believes that there is no diminution in value of the investment and therefore no provision for the same is made during the year.

6. The Company has invested an amount of Rs. 500 Lacs (P.Y. Rs. 500 Lacs) in its Joint Venture Company namely, Lauren Jyoti Pvt Ltd. That Company maintains its accounts on financial year basis.The total paid up capital of the Company as on 31st March 2013 was Rs. 1,000 Lacs (P.Y. Rs. 1,000 Lacs). The statutory audit is in progress hence as per management presentation total loss incurred during the year by the company was Rs. 2,162.52 Lacs (P.Y. Rs. 28.27 Lacs). However, based on the orders in hand and the business outlook of the Joint Venture Company, the management is of the opinion that there is no diminution in value of the investment and therefore no provision for the same is made during the year.

7. The company has invested an amount of USD 129.90 Lacs equivalent to Rs. 6,000.65 Lacs in its subsidiary company namely, Jyoti International Inc. That Company maintains its accounts on financial year basis. The company has incurred total loss of USD 57.48 Lacs equivalent to Rs. 3,022.01 Lacs ( P.Y. USD 10.64 Lacs equivalent to Rs.. 1,026.03 Lacs) during the year. Total accumulated losses as on 31st March 2013 are USD 68.12 Lacs (P.Y. USD 10.64 Lacs). However, based on the orders in hand and the business outlook of the company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered in the next few years. Due to this, the management believes that there is no other than temporary diminution in value of the investment in that company and therefore no provision for the same is made during the year.

8. During the year, the Company has capitalised interest of Rs. Nil (P.Y. Rs. 14.32 Lacs) on borrowings made for acquisition of qualifying assets.

9. Expenditure on account of premium of forward exchange contracts to be recognised in the Statement of Profit and Loss of subsequent accounting periods amounts to Rs. Nil (P.Y. Rs. 31.46 Lacs).

10. Related Party Disclosures:

Related party disclosures as required by Accounting Standard 18, "Related Party Disclosures". Relationships (during the year)

(a) Subsidiary of the Company: i) Jyoti Energy Ltd.

ii) JSL Corporate Services Ltd.

iii) Jyoti Structures Africa (Pty) Ltd.

iv) Jyoti International Inc.

v) Jyoti Americas LLC

vi) Jyoti Structures Canada Ltd.

vii) Jyoti Structures FZE

viii) Jyoti Structures Namibia (Pty) Ltd.

(b) Joint Venture:

i) Gulf Jyoti International LLC ii) Lauren Jyoti Pvt Ltd.

(c) Key Management Personnel: i) Mr. Prakash Thakur

ii) Mr. Santosh Nayak iii) Mr. K. R. Thakur

11. Employees Stock Option Scheme:

Under Jyoti Structures Limited Employees Stock Option Scheme 2005 (ESOS 2005) as amended, the Company is authorised to issue upto 5,00,000 (Five Lacs) stock options convertible into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 2/- each to employees. A Compensation Committee has been constituted by the Board of Directors of the Company to administer the Scheme.

Each option is to be converted into 5 equity shares of Rs. 2/- each at an exercise price of Rs. 17/- per equity Share (being the exercise price adjusted after split of face value from Rs. 10/- to Rs. 2/-). Under the scheme, 30% of the options vest at the end of one year from the date of grant of options, 30% at the end of second year from the date of grant of options and the balance 40% at the end of third year from the date of grant of options.

The amount of Rs. (83.99) Lacs (P.Y. Rs. 96.22 Lacs) debited/(credited) to Employee Compensation Expense – ESOS account, represents the proportionate cost for the year and has been charged to the revenue account.

The amount of Rs. 387.36 Lacs (P.Y. Rs. 524.82 Lacs) in Employee Stock Option outstanding account, represents discounts on the options outstanding.

12. The terms and conditions of various contracts being executed by the Company provide for clauses in respect of liquidated damages applicable for any delay in completion of the whole or a portion of the contracts. In case of a few contracts, where there have been such delays in completion of the contracts, the Company is currently negotiating with its customers for an extention of time for the delays attributable to the customers to complete the contracts. It is currently uncertain as to whether the customers would grant the required extension of time and hence, the quantum of liquidated damages is also uncertain. As per the past experience, where the delays are due to reasons beyond the control of the Company, the approvals for time extensions are normally received from customers, which sometimes take more than reasonable time. As such, no provision on this account has been made in the books of account.

13. Trade Payable includes dues to micro and small enterprises to whom the Company owes amounts outstanding for more than 45 days. The information regarding micro and small enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

14. As the Company''s principal business falls within the single segment i.e. power transmission and distribution wherein it manufactures, deals in various components/equipments and constructs infrastructure related to power transmission, there are no separate reportable or identifiable business segments as defined by Accounting Standard-17 "Segment Reporting". The information regarding Geographical Segment is provided under Notes to Consolidated Financial Statements.

15. The Ministry of Corporate Affairs, Government of India vide its notification no. 2/2011 dated 8th Feb, 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956 subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled for the exemption. Necessary information relating to the subsidiaries have been included in the Consolidated Financial Statements.

16. Previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2012

1. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) are Rs 10.55 Lacs (P.Y. Rs 72.54 Lacs). Advances paid Rs 10.22 Lacs (P.Y. Rs 36.66 Lacs).

2. Contingent Liabilities not provided for:

2011-12 2010-11 Rs in Lacs Rs in Lacs

i) Outstanding of Bills Discounted 404.10 Nil

ii) Disputed liabilities in respect of Income Tax, Sales Tax, Central Excise and Service Tax (under appeal) 567.13 547.82

iii) Civil Suits 100.21 59.41

The Company has given a letter of comfort for general banking facilities provided by National Bank of Abu Dhabi to Gulf Jyoti International LLC. The total loan outstanding from the bank to the said Company is AED 98.49 Lacs (P.Y. AED 96.53 Lacs) equivalent to Rs 1,385.92 Lacs (P.Y. Rs 1,185.26 Lacs) as on 31st March, 2012.

3. The gross block of fixed asset includes Rs 83.62 Lacs on account of revaluation of fixed assets carried out by the Company in the year 1993-94. Consequent to the said revaluation, there is an additional charge of Rs 2.42 Lacs (P.Y. Rs 2.42 Lacs) on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Statement of Profit and Loss. This has no impact on the profit for the year.

4. Disclosure as required by Accounting Standard 15 (revised 2005) "Employee Benefits" :

Defined Contribution Plans:

a) Provident Fund

b) Superannuation Fund

The provident funds are operated by the Regional Provident Fund Commissioner and the superannuation fund is administered by the Trustees of the Jyoti Structures Limited Officers Superannuation Scheme. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes tofund the benefits. These funds are recognised by the Income Tax authorities.

5. The Company has invested an amount of AED 129.30 Lacs equivalent to Rs 1,642.77 Lacs in its Joint Venture Company namely, Gulf Jyoti International LLC. That Company maintains its accounts on calendar year basis. The total paid up capital of the Company as on 31st December 2011 was AED 431.00 Lacs (P.Y. AED 431.00 Lacs). As against this capital, the total profit earned during the year was AED 116.31 Lacs (P.Y. Profit AED 57.61 Lacs) and total accumulated losses as on 31st December 2011 were AED 239.11 Lacs (P.Y. AED 343.78 Lacs). However, based on the orders in hand and the business outlook of the Joint Venture Company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered in the next couple of years. Due to this, the management believes that there is no diminution in value of the investment and therefore no provision for the same is made during the year.

6. During the year the Company has invested an amount of Rs 500 Lacs in its Joint Venture Company namely, Lauren Jyoti Pvt Ltd. The total paid up capital of the Company as on 31st March 2012 was Rs 1,000 Lacs. As against this capital, the total loss during the year was Rs 42.76 Lacs. However, based on the orders in hand and the business outlook of the Joint Venture Company, the management is of the opinion that there is no diminution in value of the investment and therefore no provision for the same is made during the year.

7. During the year, the Company has capitalised interest of Rs 14.32 Lacs (P.Y. Rs 4.10 Lacs) on borrowings made for acquisition of qualifying assets.

8. Related Party Disclosures:

Related party disclosures as required by Accounting Standard 18, "Related Party Disclosures", issued by the Institute of Chartered Accountants of India are given below:

Relationships (during the year)

(a) Subsidiary of the Company:

i) Jyoti Energy Ltd.

ii) JSL Corporate Services Ltd.

iii) Jyoti Structures Africa (Pty) Ltd.

iv) Jyoti Holding Inc.

v) Jyoti Americas LLC

vi) Jyoti Projects FZE

(b) Joint Venture:

i) Gulf Jyoti International LLC

ii) Lauren Jyoti Pvt Ltd.

(c) Key Management Personnel:

i) Mr. Prakash Thakur

ii) Mr. Santosh Nayak

iii) Mr. K. R. Thakur

21. Employees Stock Option Scheme:

Under Jyoti Structures Limited Employees Stock Option Scheme 2005 (ESOS 2005) as amended, the Company is authorised to issue upto 500,000 (Five Lacs) options convertible into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs 2/- each to employees. A Compensation Committee has been constituted by the Board of Directors of the Company to administer the Scheme.

Each option is to be converted into 5 equity shares of Rs 2/- each at an exercise price of Rs 17/- per equity Share (being the exercise price adjusted after split of face value from Rs 10/- to Rs 2/-). Under the scheme, 30% of the options vest at the end of one year from the date of grant of options, 30% at the end of second year from the date of grant of options and the balance 40% at the end of third year from the date of grant of options.

The amount of Rs 96.22 Lacs (P.Y. Rs 169.80 Lacs) debited to Employee Compensation Expense - ESOS account, represents the proportionate cost for the year and has been charged to the revenue account.

The amount of Rs 524.82 Lacs (P.Y. Rs 590.73 Lacs) in Employee Stock Option outstanding account, represents discounts on the options outstanding.

The balance un-amortised portion of Rs 91.72 Lacs (P.Y. Rs 140.84 Lacs) being Deferred Employee Compensation Expense has been shown as reduction from Employees Stock Options outstanding in the Balance Sheet.

9. The terms and conditions of various contracts being executed by the Company provide for clauses in respect of liquidated damages applicable for any delay in completion of the whole or a portion of the contracts. In case of a few contracts, where there have been such delays in completion of the contracts, the Company is currently negotiating with its customers for an extension of time for the delays attributable to the customers to complete the contracts. It is currently uncertain as to whether the customers would grant the required extension of time and hence, the quantum of liquidated damages is also uncertain. As per the past experience, where the delays are due to reasons beyond the control of the Company, the approvals for time extensions are normally received from customers, which sometimes take more than reasonable time. As such, no provision on this account has been made in the books of account.

10. In response to relevant notices issued by the assessing officer, the company has filed its returns of income in respect of earlier years. The Tax liability of Rs 1,324.99 Lacs arising from the same being related to an earlier year is reduced from the credit balance of Statement of Profit and Loss under the head Reserves and Surplus in the Balance Sheet of the company and effect of the same is not given in the Statement of Profit and Loss. Due to this, the profit after tax for the year is higher by the same amount and the basic and diluted earnings per share for the year is higher by Rs 1.62 respectively.

11. As the Company's principal business falls within the single segment i.e. power transmission and distribution wherein it manufactures, deals in various components/equipments and constructs infrastructure related to power transmission, there are no separate reportable or identifiable business segments as defined by Accounting Standard - 17 "Segment Reporting". The information regarding Geographical Segment is provided under Notes to Consolidated Financial Statement.

12. The Ministry of Corporate Affairs, Government of India vide its notification no. 2/2011 dated 8th Feb, 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956 subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled for the exemption. Necessary information relating to the subsidiaries have been included in the consolidated financial statements.

13. Previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

 
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