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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an additional charge of Rs. 2.42 Lacs (P.Y. Rs. 2.42 Lacs) on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Statement of Profit and Loss.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.


Mar 31, 2011

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. 7.25 Million (P.Y. Rs. 14.42 Million). Advances paid Rs. 3.67 Million (P.Y. Rs 10.16 Million).

2. Contingent Liabilities not provided for:

2010-11 2009-10

Rs. in Million Rs. in Million

i) Outstanding of Bills discounted Nil 13.45

ii) Disputed liabilities in respect of Income Tax, Sales Tax, Central Excise and Service Tax (under appeal) 54.78 54.78

iii) Civil Suits 102.80 124.20

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 9.65 Million (P.Y. AED 17.01 Million) equivalent to Rs. 118.53 Million (P.Y. Rs. 208.48 Million) as on 31st March,2011. 3. The gross block of fixed asset includes Rs. 8.36 Million 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. 0.24 Million (P.Y. 0.24 Million) on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Profit and Loss account. 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 12.93 Million equivalent to Rs. 164.28 Million 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 2010 was AED 43.10 Million (P.Y. AED 43.10 Million). As against this capital, the total profit earned during the year was AED 5.76 Million (P.Y. Loss AED 5.00 Million) and total accumulated losses as on 31st December 2010 were AED 33.80 Million (P.Y. AED 39.56 Million). 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 70 Rand equivalent to Rs. 0.00042 Million in its subsidiary company, namely Jyoti Structures Africa (Pty) Ltd. The said Company has prepared its accounts for the period of 13 months ending on 31st March, 2011. The paid up capital of the said company as on 31st March, 2011 is 100 Rand equivalent to Rs. 0.00060 Million, its loss for the period ended 31st March, 2011 is 12.17 Million Rand equivalent to Rs. 77.02 Million and its total accumulated losses as on 31st March, 2011 is 29.76 Million Rand equivalent to Rs. 197.72 Million. Further, the Company has given loans/advances to the subsidiary company totaling to Rs. 235.33 Million and amount outstanding against sales as at 31st March 2011, is Rs. 553.51 Million based on the orders in hand and business outlook of the subsidiary company, the management is of the opinion that these accumulated losses are temporary in nature and will be recovered over the next few years. Therefore the management believes that there is no permanent diminution in the value of investment in the said subsidiary company and there is no necessity of a provision for the loans or debts outstanding from the said company.

7. During the year, the Company has capitalised interest of Rs. 0.41 Million (P.Y. Rs. 1.39 Million) on borrowings made for acquisition of qualifying assets.

8. Expenditure on account of premium of forward exchange contracts to be recognised in the Profit and Loss Account of subsequent accounting periods amounts to Rs. 1.89 Million (P.Y. Rs. 3.10 Million).

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:

10. 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

(b) Joint Venture:

i) Gulf Jyoti International LLC

(c) Key Management Personnel: i) Mr. Prakash Thakur ii) Mr. Santosh Nayak iii) Mr. K. R. Thakur

11. Remittance in Foreign Currencies for Dividend:

The Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittance, if any, of foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The particulars of dividend payable to non-resident shareholders which was declared during the year are as under:

12. Employees Stock Option Scheme:

On 3rd August, 2005, the Company established Jyoti Structures Limited Employees Stock Option Scheme (ESOS) which was modified on 6th September, 2005, 9th October, 2006 and 31st March, 2008 respectively. Under the Scheme, the Company is authorised to issue upto 5,00,000 (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 at a grant price of Rs. 85/- each 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.59.07 Million (P.Y.Rs. 59.60 Million) in Employee Stock Option outstanding account, represents discounts on the options outstanding.

An amount of Rs. 16.98 Million (P.Y. Rs. 21.93 Million) debited to Employee Compensation Expense – ESOS account, represents the proportionate cost for the year and has been charged to the revenue account.

13. 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.

14. The Provision for Income Tax amounting to Rs. 253.18 Million (P.Y. Rs. 137.47 Million) as stated in the Balance Sheet is net of Advance Tax, Tax Deducted at Source and other adjustments.

15. Sundry creditors for goods/services include amounts payable beyond one year, consist of retentions of Rs. 163.27 Million (P.Y. Rs. 120.48 Million).

16. Sundry creditors 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. The details are as follows:

17. As the Companys 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.

18. The Company has allotted 10,072,005 no. of 7% Non Convertible Debentures having face value of Rs. 120/- each at par during the year. The said debentures are redeemable at par on 14th May, 2012. The amount realised from the proceed of the issue is utilised for the re-payment/pre-payment of working capital loans and for meeting issue expenses as specified in the Letter of Offer.

19. 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.

20. Previous years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2010

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. 14.42 Million (P.Y. Rs. 197.89 Million). Advances paid Rs. 10.16 Million (P.Y. Rs. 8.20 Million).

2. Contingent Liabilities not provided for:

2009-10 2008-09 Rs. in Million Rs. in Million

i) Outstanding Performance Guarantee given by banks. 8,039.42 6,264.01

ii) Outstanding of Bills discounted. 13.45 120.97

iii) Disputed liabilities in respect of Income Tax, Sales Tax, Central Excise and Service Tax (Under Appeal). 54.78 34.29

iv) Civil Suits. 124.20 124.66

The Company has given a letter of comfort for general banking facilities provided by State Bank of India to Jyoti Structures Africa (Pty.) Limited. The total loan outstanding from the bank to the said Company is ZAR 9.10 Million (P.Y. ZAR 15.73 Million) equivalent to Rs. 55.54 Million (P.Y. Rs. 87.30 Million) as on 31st March 2010.

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 17.02 Million (P.Y. AED 15.70 Million) equivalent to Rs. 208.48 Million (P.Y. Rs. 217.85 Million) as on 31st March 2010.

3. The Gross Block of Fixed Asset includes Rs. 8.36 Million on account of revaluation of fixed assets carried out by the amalgamating Company in the year 1993-94. Consequent to the said revaluation, there is an additional charge of Rs. 0.24 Million on account of depreciation and an equivalent amount has been withdrawn from the revaluation reserve and credited to Profit and Loss account. 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 12.93 Million equivalent to Rs. 164.28 Million 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 2009 was AED 43.10 Million (P.Y. AED 43.10 Million). As against this capital, the total losses incurred during the year were AED 5.00 Million (P.Y. Loss AED 24.37 Million) and total accumulated losses as on 31st December 2009 were AED 39.56 Million (P.Y. AED 34.57 Million). 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. Expenditure on account of premium of forward exchange contracts to be recognized in the Profit and Loss account of subsequent accounting periods amounts to Rs. 3.10 Million (P.Y. Rs. 1.07 Million).

7. 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)

(i) Subsidiary of the Company:

Jyoti Energy Ltd.

JSL Corporate Services Ltd.

Jyoti Structures Africa (Pty.) Ltd.

(JSL Structures Ltd. - Till 31st March 2009)

(ii) Joint Venture:

Gulf Jyoti International LLC

(iii) Key Management Personnel: Shri K. R. Thakur Shri Prakash Thakur Shri Santosh Nayak

8. Employees Stock Option Scheme:

On 3rd August, 2005, the Company established Jyoti Structures Limited Employees Stock Option Scheme (ESOS) which was modified on 6th September, 2005, 9th October, 2006 and 31st March, 2008 respectively. Under the Scheme, the Company is authorised to issue upto 5,00,000 (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 at a grant price of Rs. 85/- each 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.59.60 Million (P.Y.Rs. 78.47 Million) in Employee Stock Option Outstanding account, represents discounts on the options outstanding.

An amount of Rs. 21.93 Million (P.Y. Rs.35.44 Million) debited to Employee Compensation Expense – ESOS account, represents the proportionate cost for the year and has been charged to the revenue account.

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. JSL Structures Ltd. (JSLSL – The amalgamating Company), was engaged in the business of manufacturing of parts of transmission and telecom towers, sub-station structures and associated work, has been amalgamated with the Company, pursuant to the order passed by the Honorable High Court of Judicature at Mumbai, the certified copy of which was filed with The Ministry of Corporate Affairs on 11th May 2010. The appointed date of the scheme is 1st April 2009. In accordance with the said scheme and as per the approval of the Honorable High Court:

a. The Assets and Liabilities of JSLSL are vested in the Company at their book value with effect from 1st April 2009.

b. 4,374,600 number of equity shares of erstwhile JSLSL which were held by the Company have been cancelled.

c. Shortfall of book value of net assets taken over by the Company over the cost of equity shares cancelled amounted to Rs. 30.11 Million and the same has been debited to Goodwill account on amalgamation.

d. The amount equal to the balances lying in the Revaluation Reserves, Share Premium, Profit and Loss account and other reserves of JSLSL are credited to related accounts of the Company.

e. The authorised share capital of the Company stands increased to Rs 850.00 Million consisting of 175,000,000 number of equity shares of Rs. 2/- each and 5,000,000 number of preference shares of Rs. 100/- each.

11. The Provision for Income Tax amounting to Rs. 137.47 Million (P.Y.1 Rs. 171.71 Million) as stated in the balance sheet is net of Advance tax, Tax Deducted at Source and other adjustments.

12. Sundry Creditors for goods / services include amounts payable beyond one year, consist of retentions of Rs. 120.48 Million (P.Y. Rs. 107.32 Million)

13. In the earlier years the Company was writing off expenses incurred for the issue of equity shares made by the Company over a period of five years in equal installments. During the current year, the management has decided to write off the full amount of unamortised expenses incurred in the earlier years for issue of such shares. Due to this change, the profit for the year has been reduced by Rs. 6.50 Million (P.Y. Rs. Nil).

14. As the Companys 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.

15. Current assets and Current liabilities stating receivables and payables are subject to confirmation and subsequent adjustment if any.

16. Previous Years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2009

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. 197.89 Million (P.Y. Rs. 10.90 Million). Advances paid Rs. 8.20 Million (P.Y. Rs. 14.57 Million).

2. Contingent Liabilities not provided for :

a) Outstanding Performance Guarantees given by banks are Rs. 6,264.01 Million (P.Y. Rs. 3,208.61 Million).

b) Outstanding of Bills discounted are Rs. 120.97 Million (P.Y. Rs. 26.90 Million)

c) Claims against Company / Disputed Liabilities not acknowledged as debts :

Sr. Nature of Claims Period to which the amount relates

1 Sales Tax (Tax/Penalty/Interest) 1994-06

2 The Central Excise Act 2002-06

3 The Income Tax Act 2000-01

4 Octroi Payable 2005-06

5 Civil Suits 1998-03

Total

2008-09 2007-08 Rs. in Million Rs. in Million

6.62 4.74

25.81 25.81

1.86 1.86

0.34 0.34

120.57 120.57

155.20 153.32

# Future ultimate outflow is uncertain as it depends on the decision by the respective court / authorities.

The Company has given a letter of comfort for general banking facilities provided by State Bank of India to Jyoti structure Africa (Pty.) Limited. The total loan outstanding from the bank to the said company is ZAR 15.73 million equivalent to Rs. 87.30 million (P.Y. Nil) as on 31st March, 2009.

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 15.69 million equivalent to Rs. 217.85 million (P.Y. Nil) as on 31st March, 2009.

3. Related Party Disclosures :

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

1 Relationships (During the year)

(i) Subsidiary of the Company

JSL Structures Ltd.

Jyoti Energy Ltd.

JSL Corporate Services Ltd.

Jyoti Structures Africa (Pty.) Ltd.

(ii) Key Management Personnel

K. R. Thakur - Managing Director

Santosh Nayak - Dy. Managing Director

Prakash Thakur - Whole-time Director

S. S. Karande - Executive Director

(iii) Joint Venture :

Gulf Jyoti International LLC

4. Employees Stock Option Scheme :

On 3rd August, 2005, the company established Jyoti Structures Limited Employees Stock Option Scheme (ESOS) which was modified on 6.9.2005, 9.10.2006 and 31.03.2008. Under the Scheme, the company is authorised to issue upto 5,00,000 (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 at a grant price of Rs. 85/- each 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 in Employee Stock Option Outstanding account of Rs.78.47 Million (P.Y.Rs.101.12 Million ) represents discounts on the above said options outstanding.

An amount of Rs. 35.44 Million (P.Y. Rs. 42.89 Million) debited to Employee Compensation Expense – ESOS account representing the proportionate cost upto the year end has been charged to the revenue account.

5. In case of fixed assets held by foreign branches, if the depreciation would have been provided on Straight Line Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956; the profit of the Company would have been higher by Rs. 2.37 Million ( P. Y. Lower by Rs. 0.23 Million)

6. 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 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.

7. The Company has invested an amount of 12.93 Million AED equivalent to Rs. 164.28 Million in its joint venture company namely Gulf Jyoti International LLC. The total paid up capital of the company as on 31.12.2008 was AED 43.10 Million. As against this capital, the total losses incurred during the current financial year were AED 24.37 Million and total accumulated losses on that date were AED 34.57 Million. 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.

8. The Company for facilitating its job work, has advanced a net amount of Rs. 24.42,Million (P. Y. Rs. 66.25 Million ) to its subsidiary company, JSL Structures Ltd. as of 31st March, 2009.

9. The Provision for Income Tax amounting to Rs 171.71 Million (P. Y. Rs. 354.58 Million) as stated in the balance sheet is net of Advance tax, Tax Deducted at Source and other adjustments.

10. Sundry Creditors for goods / services includes amounts payable beyond one year mainly consist of Retentions of Rs. 107.32 Million, (P.Y. Rs. 97.43 Million )

11. The principal amount due to Micro, Small and Medium Enterprises was Rs. 5.98 Million ( P. Y. Rs. 5.35 Million). During the year no interest was paid to such enterprises (P. Y. Nil). As per Micro, Small and Medium Enterprises Development Act, 2006, the above information 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.

12. The Company is operating in only one business segment of power transmission and distribution wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

13. The accounts of Abu Dhabi Branch incorporated in this balance sheet are for the periods starting from 1st March, 2008 to 31st March, 2009.

14. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

15. Previous Years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2008

1. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. 25.47 Million (P.Y. Rs. Nil). Advance paid Rs. 14.57 Million (P.Y. Rs. Nil).

2. Managerial Remuneration:

The total amount of Managerial Remuneration paid / payable to the Managing Director and two Whole-time Directors is Rs. 52.55 Million (P.Y. Rs. 43.47 Million), which is inclusive of perquisites of Rs. 0.15 Million (P.Y. Rs. 0.13 Million).

3. Contingent Liabilities not provided for:

a) Outstanding Performance Guarantees given by banks are Rs. 4,706.02 Million (P.Y. Rs. 3,208.61 Million).

b) Claims against Company / Disputed Liabilities not acknowledged as debts :

Sr. Nature of Claims Period to which the amount relates

1 Sales Tax 1994-06 (Tax/Penalty/lnterest) 2 The Central Excise Act 2002-06 3 The Income Tax Act 2000-01 Total

2007-08 2006-07 Rs. in Million Rs. in Million

4.74 12.20 25.81 28.53 1.85 32.40 40.73

4. Disclosure in respect of the agreements entered into after 1st April, 2001 for taking on leave and license / under operating leases the residental / office premises and warehouses, including furniture and fittings and elevators therein, as applicable, and machinery, is given below:

a) Lease payments are recongnised in the Profit and Loss Account for the year.

b) Under some of the agreements, refundable interest free deposits have been given.

c) Some of the agreements provide for increase in rent.

d) Some of the agreements provide for early termination by either party with a notice period which varies from 15 days to 3 months.

e) Some of the agreements contain a provision for its renewal.

5. 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:

1 Relationships (During the year)

(i) Subsidiary of the Company JSL Structures Ltd.

Shree Chhatrapati Shahu Power Co. Ltd. JSL Corporate Services Ltd. Jyoti Structure Africa (Pty.) Ltd.

(ii) Key Management Personnel K R Thakur - Managing Director Prakash Thakur - Whole-time Director Santosh Nayak - Whole-time Director S S Karande

(iii) Joint Venture:

Gulf Jyoti International LLC

(iv) Associate

Val-Mir Construction Pvt. Ltd. *

* no transactions during the year

6. Employees Stock Option Scheme :

On 3rd August, 2005, the company established Jyoti Structures Limited Employees Stock Option Scheme (ESOS) which was modified on 6.9.2005, 9.10.2006 and 31.03.2008. Under the Scheme, the company is authorized to issue upto 5,00,000 (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 at a grant price of Rs. 85/- each to be converted into 5 Equity shares of Rs. 21- each at an exercise price of Rs. 17/- per Equity Share (being the exercise price adjusted after split of face value of shares 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 the options, 30% at the end of the 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 in Employee Stock Option Outstanding account of Rs. 101.12 Million (P.Y. Rs. 87.83 Million) represents discounts on the above said options outstanding.

An amount of Rs. 42.89 Million (P.Y. Rs. 34.40 Million) debited to Employee Compensation Expense - ESOS account representing the propotionate cost upto the year end has been charged to the revenue account.

7. Company has not made any provision for diminution in value of shares of JSL Structures Ltd. held by it and also by its fully owned subsidiary company on account of accumulated losses. JSL Structures Ltd. has made profit during the financial year 2007-08. The Company further expects JSL Structures Ltd. to make profits in the years to come in the business of manufacturing transmission line towers; and hence diminution in value is considered to be temporary.

8. The Company had invested Rs. 21.50 million in AES Orissa Distribution Pvt. Ltd. and Rs. 0.25 million in Premium Financial Services Ltd. Full provision for the same was made in the accounts in the previous year. In the current year the investment is written off from the books.

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 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. The Company for facilitating its job work, has advanced a net amount of Rs. 66.25 Million (P.Y. Rs. 47.02 Million) to its subsidiary company, JSL Structures Ltd. as of 31st March, 2008. Though the Company has substantial accumulated losses it has started making profits and it is expected to continue to do so.

11. The Provision for Income Tax amounting to Rs. 365.62 Million (P.Y. Rs. 147.70 Million) as stated in the Balance Sheet is net of Advance Tax, Tax Deducted at Source and other adjustments.

12. Sundry Creditors for goods / services include:

i) Amounts payable beyond one year mainly consist of Retentions of Rs. 97.43 Million, (P.Y. Rs. 64.54 Million)

ii) Amounts due to small scale industrial undertakings Rs. 5.35 Million (P.Y. Rs. 6.77 Million).

iii) The names of small scale industrial undertakings to whom the Company owes a sum, for more than 30 days are Ganesh Plywood & Timber, M M Traders & Manufacturers, Neha Engineering, Petro Synth (I) Pvt Ltd., Patel Packing Prod., Shri Shivleela Gramodyog, Siddhi Vinayak Metal Pressing Works, Adityapur Dies, Electromech India, Jasmine India P. Ltd., Makcon Industries, Ratnam Industries, Sree Satya Fasteners Pvt Ltd.

13. The Company is operating in only one business segment of power transmission and distribution wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

14. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

15. Previous Years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2007

Of the above shares:

a) 13,505 Equity Shares of Rs. 100/- each was the paid-up capital of the Company as on 31.3.1986.

b) 6,753 Equity Shares of Rs. 100/- each were allotted as fully paid up Bonus Shares by way of capitalisation of General Reserve in the year 1986-87.

c) 25,387 Equity Shares of Rs. 100/- each were allotted as fully paid up for cash at par on Rights basis, in the year 1986-87.

d) 24,688 Equity Shares of Rs. 100/- each were allotted as fully paid up for cash at par on Rights basis, in the year 1988-89.

e) 920,000 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 5/- per share to Public, (including 40,000 Equity Shares allotted to the employees of the Company) in the year 1989-90.

f) 1,651,330 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 25/- per share on Rights basis, (including 28,000 Equity Shares allotted to the employees of the Company) in the year 1992-93.

g) 1,637,330 Equity Shares of Rs. 10/- each were allotted as fully paid-up Bonus Shares by way of capitalisation out of Share Premium in the year 1994-95.

h) 4,908,938 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 25/- per share on Rights basis, (including 2,51,345 Equity Shares allotted to the employees of the Company) in the year 2000-01.

i) 2,000,000 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 37/- per share on Private Placement in the year 2003-04.

j) 2,000,000 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 101/- per share on Private Placement in the year 2004-05.

k) 1,550,000 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 562/- per share on Private Placement in the year 2006-07.

l) On 4th August, 2006 the Company subdivided one Equity Share of the face value Rs. 10/- to five equity shares of Rs. 2/- each.

m) 3,500,000 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 38.50 per share to Promoters in the year 2006-07.

n) 341,250 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 15/- per share to the eligible employees under the Employees Stock Option Scheme in the year 2006-07.

a) Banks (for Working Capital)

Secured by a first charge on all present and future current assets, moneys receivable and claims except assets for which exclusive charge have been created and secured by a charge which is second & subservient to the charge created in favour of the IDBI, by way of deposit of title deeds in respect of the Company's immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chhattisgarh) & Ghoti Nasik Dist. (Maharashtra).

b) IDBI - Term Loan

Secured by pari passu mortgage & charge on all fixed assets except office premises & equipments situated at Andheri (W), Mumbai, and second charge on all current assets both present & future.

c) IL & FS Term Loan

Secured by mortgage & charge on fixed assets situated at H-37, Nasik Industrial Area, Satpur, Nasik and office premises & equipments situated at Andheri (W), Mumbai.

d) EXIM Bank-(GJI)-Loan

Secured by pari passu mortgage & charge on all fixed assets and second charge on all current assets both present & future.

e) EXIM Bank-Foreign Currency-Loan

Secured by assignment of project receivables in respect of WBSEB Project.

f) Asset Finance - From Banks

Secured by hypothecation of respective assets

g) Asset Finance - From Financers

Secured by hypothecation of respective assets

1. Contingent Liabilities not provided for:

a) Outstanding Performance Guarantees given by banks are Rs. 3,208.61 Million (P.Y. Rs. 1,392.09 Million).

b) Claims against Company/Disputed Liabilities not acknowledged as debts are Rs. 40.73 Million (P.Y. Rs. 35.66 Million).

c) Liability against facility availed from Exim Bank - Nil (P.Y. Rs. 126.35 Million).

2. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. Nil (P.Y. Rs. 0.35 Million). Advance paid Rs. Nil (P.Y. Rs. 0.18 Million).

3. Managerial Remuneration:

The total amount of Managerial Remuneration paid to the Managing Director, is Rs. 43.47 Million (P.Y. Rs. 21.81 Million), which, is inclusive of perquisites of Rs. 0.13 Million (P.Y. Rs. 0.10 Million)

The installed capacity as disclosed above is as certified by the management and the same has been relied upon by the Auditors, as this is a technical matter.

4. Company has not made any provision for diminution in value of shares of JSL Structures Ltd. held by it and also by its fully owned subsidiary company due to erosion of net worth on account of losses. JSL Structures Ltd. has made profit during the financial year 2006-07. The Company further expects JSL Structures Ltd. to make profits in the years to come, in the business of manufacturing transmission line towers, and hence diminution in value is considered to be temporary.

5. The Company had invested Rs. 3.90 Million in JSL Power Projects SON. BHD., Malaysia. As that company viz. JSL Power Projects SON. BHD has lost its net worth, full provisions for the same was made in the accounts. In the current year the investment is written off from the books.

6. 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 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 takes more than reasonable time. As such, no provision on this account has been made in the books of account.

7. The Company has written off capital work in progress amounting to Rs. 6.29 Million. This amount represents capital expenditure made for the projects abandoned by the Company.

8. The Company had lodged its claim with BIFR for recovery of outstanding loans and advance due from Varun Cements Ltd. amounting to Rs. 9.15 Million. During the year the Company has written off the amount due, as the recovery of debt was outstanding for a long time and it was not able to ascertain when the amount could be recovered.

9. Sundry Debtors other than Trade Debtors amounting to Rs. 7.78 Million being due from Varun Cements Ltd. were written off during the year. The recovery of this amount was doubtful and overdue. A claim was lodged against the company with BIFR for recovery. In absence of any progress in recovery for last number of years it was decided to write off this amount.

10. The Company has advanced a total net sum of Rs. 47.02 Million (P.Y. Rs. 47.75 Million) to its subsidiary company, JSL Structures Ltd. as of 31st March, 2007. The Company has substantial accumulated losses. However, no provision is made by the Company as it expects JSL Structures Ltd. to make profits in the years to come. For the year ended 31st March 2007, JSL Structures Ltd. has made profit and the trend is expected to continue.

11. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

12. The Provision for Income Tax amounting to Rs. 147.70 Million (P.Y. Rs.110.41 Million) as stated in the Balance Sheet is net of Advance tax, Tax Deducted at Source and other adjustments.

13. Sundry Creditors for goods/services include:

i) Amounts payable beyond one year mainly consisting of Retentions of Rs. 64.54 Million, (P.Y. Rs. 77.40 Million)

ii) Amounts due to small scale industrial undertaking's Rs. 6.77 Million (P.Y. Rs. 1.99 Million).

iii) The names of small scale industrial undertakings to whom the Company owes a sum, for more than 30 days are Amar Industries, Digvijay Industries, Indo Tech Industries, Jyoti Agencies, Manmeet Industries, Nike Industries, Onkar Nath Rajeev Gupta, P.B. Electronic & Fasteners, Ganesh Plywood & Timber, M M Traders & Manufacturers, Nasik Oxygen Co. Pvt. Ltd., Neha Engineering, Petro Synth (I) Pvt Ltd, Century Crane Engineers Pvt. Ltd.

14. The Company is in only one business segment of power transmission and distribution wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

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


Mar 31, 2006

Of the above shares :

a) 67,530 Equity Shares were issued as fully paid-up Bonus Shares by way of capitalisation of General Reserve in the year 1985-86.

b) 2,53,870 Equity Shares of Rs.10/- each were issued for cash on Rights basis, in the year 1986-87.

c) 2,46,880 Equity Shares of Rs.10/- each were issued for cash on Rights basis, in the year 1988-89.

d) 9,20,000 Equity Shares of Rs.10/- each were issued for cash to Public, (including 40,000 Equity Shares issued to the employees of the company) at a Premium of Rs.5/- per share in the year 1989-90.

e) 16,51,130 Equity Shares of Rs.10/- each were issued for cash on Rights basis, (including 28,000 Equity Shares issued to the employees of the company) at a Premium of Rs.25/- per share in the year 1992-93.

f) 16,37,330 Equity Shares were allotted as fully paid-up Bonus Shares by way of capitalisation out of Share Premium in the year 1994-95.

g) 49,08,938 Equity Shares were allotted as fully paid-up for cash on Rights basis, (including 2,51,345 Equity Shares issued to the employees of the company) at a Premium of Rs.25/- per share in the year 2000-01

h) 20,00,000 Equity Shares were allotted as fully paid-up for cash on Private Placement, at a Premium of Rs.37/- per share in the year 2003-04

i) 20,00,000 Equity Shares were allotted as fully paid-up for cash on Private Placement, at a Premium of Rs.101/- per share in the year 2004-05

a) Banks (for Working Capital)

Secured by hypothecation of raw materials, work-in-progress, finished goods, stores/spares and consumables, book debts (to the extent of finance availed against the same, if any) and secured by a charge which is second & subservient to the charge created in favour of the IDBI, by way of deposit of title deeds in respect of the Company's immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chhattisgarh), & Ghoti Nasik Dist.(Maharashtra).

b) IDBI - Term Loan

Secured by first mortgage & charge on all fixed assets except office premises & equipments situated at Andheri (W), Mumbai, and second charge on all current assets both present & future.

c) IL&FS Term Loan

Secured by first mortgage & charge on fixed assets situated at H-37, Nasik Industrial Area, Satpur, Nasik and office premises & equipments situated at Andheri (W), Mumbai.

d) EXIM Bank - Foreign Currency - Loan

Secured by assignment of project receivables in respect of Tunisia Project. (Ref Note 15)

e) EXIM Bank - (GJI) - Loan

Secured by first mortgage & charge on all fixed assets and second charge on all current assets both present & future.

f) EXIM Bank - Foreign Currency - Loan

Secured by assignment of project receivables in respect of WBSEB Project. (Ref Note 15)

g) Asset Finance

Secured by hypothecation of respective assets

1. Contingent Liabilities not provided for:

a) Outstanding Performance Guarantees given by banks are Rs. 13,920.91 Lacs (P.Y. Rs. 13,093.24 Lacs).

b) Claims against Company/Disputed Liabilities not acknowledged as debts are Rs. 356.64 Lacs (P.Y. Rs.384.61 Lacs).

c) Liability against facility availed from Exim Bank are Rs. 1,263.50 Lacs (P.Y. Rs. 2,185.78 Lacs).

2. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. 3.50 Lacs (P.Y. Rs. 42.36 Lacs). Advance paid Rs. 1.75 Lacs (P.Y. Rs. 3.79 Lacs).

3. Managerial Remuneration:

The total amount of Managerial Remuneration paid to the Managing Director, is Rs. 218.06 Lacs (P.Y. Rs. 89.90 Lacs), which, is inclusive of perquisites of Rs. 1.01 Lacs (P.Y. Rs. 1.09 Lacs)

4. Company has not made any provision for diminution in value of shares of JSL Refractories Ltd. held by it and also by its fully owned subsidiary company due to erosion of net worth on account of losses. The Company expects JSL Refractories to make profits in the years to come, in the business of manufacturing transmission line towers being established, and so dimunition in value is considered to be temporary.

5. 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 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 takes more than reasonable time. As such, no provision on this account has been made in the books of account.

6. In accordance with the terms of the Financial facilities availed from EXIM Bank, the Company has assigned receivables and retention receivables in respect of contracts for supply of Towers & Structures to WBSEB (Tunisia in P.Y.) in favour of the bank. Therefore, an amount of Rs. 1,263.50 Lacs (P.Y. Rs. 2,185.78 Lacs) being the amount payable by the customers to the bank out of such receivables has been deducted both from Loan Amount and from Debtors accordingly. However, this amount remains as a contingent liability for the Company till such time the same is paid by the customer to the bank.

7. Loans & advances include an amount of Rs. 91.53 Lacs (P.Y. Rs. 91.53 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. It is learnt that the company is carrying on its operations in a limited way and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

8. Sundry Debtors other than Trade Debtors include an amount of Rs. 77.75 Lacs (P.Y. Rs. 77.75 Lacs) being equipments lease rentals due from Varun Cements Limited. The recovery of this amount is doubtful. It is learnt that the company is carrying on its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

9. The Company has advanced a total sum of Rs. 477.50 Lacs (P.Y. Rs. 92.82 Lacs) to its subsidiary company, JSL Refractories Ltd. as of 31st March, 2006. In view of the substantial losses incurred by the company, the recovery of the said amount is doubtful in near future. However, no provision is made as the Company expects JSL Refracrtories to make profits in the years to come, in the business of manufacturing transmission line towers, being established, and dimunition in value is considered to be temporary.

10. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

11. During the year the Company has allotted 7,00,000 number of warrants to its promoters which can entitle them to subscribe for 7,00,000 number of equity share at the price of Rs.202.50 within 18 months from the date of allotment. Against issue of such warrants, the Company has received Rs. 147.00 Lacs as up-front price. The same is shown under Share-holders Funds. As per the terms of the issue in case of non-subscriptions of the shares such up-front price is not refundable.

12. In the previous year the Company was disclosing the unadjusted tax provision for number of years under the heading "Provisions" and the relevant advance tax paid under the heading "Loans & Advances". The adjustments were done only on the completion of the assessments. During the year the Company has decided to show the net difference between Provision for Taxes and advance tax as either "Provision for Taxes" or as "Advance Tax". Due to this change the Company has disclosed the net provision for taxation at Rs. 1,104.02 Lacs (P.Y. Rs. 232.92 Lacs) as at balance sheet date.

13. The Company is in process of issue of 15,50,000 Equity Share to FII's and Mutual Funds on preferential basis. As these shares will rank pari-passu with other equity shares the provision for proposed dividend includes provision for dividend on the proposed issue of shares.

14. Sundry Creditors for goods/services include :

i) Amounts payable beyond one year Rs. 774.04 Lacs, (P.Y. Rs. 611.69 Lacs)

ii) Amounts due to small scale industrial undertaking's Rs. 19.92 Lacs (P.Y. Rs. 51.18 Lacs).

iii) The names of small scale industrial undertakings to whom the Company owes a sum, for more than 30 days are Ganesh Ply wood & Timber, Nasik Oxygen co. Pvt. Ltd., Neha Engineering, Petro Synt. (I) Pvt Ltd., Standard Acid & Alkali, Shree Satya Fasteners Pvt. Ltd.

15. The Company is in only one business segment of power transmission wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

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


Mar 31, 2005

A) 67,530 Equity Shares were issued as fully paid-up Bonus Shares by way of capitalisation of General Reserve in the year 1985-86.

b) 2,53,870 Equity Shares of Rs. 10/- each were issued for cash on Rights basis, in the year 1986-87.

c) 2,46,880 Equity Shares of Rs. 10/- each were issued for cash on Rights basis, in the year 1988-89.

d) 9,20,000 Equity Shares of Rs. 10/- each were issued for cash to Public, (including 40,000 Equity Shares issued to the employees of the company) at a Premium of Rs. 5/- per share in the year 1989-90.

e) 16,51,130 Equity Shares of Rs. 10/- each were issued for cash on Rights basis, (including 28,000 Equity Shares issued to the employees of the company) at a Premium of Rs. 25/- per share in the year 1992-93.

f) 16,37,330 Equity Shares were allotted as fully paid-up Bonus Shares by way of capitalisation out of Share Premium in the year 1994-95.

g) 49,08,938 Equity Shares were allotted as fully paid-up for cash on Rights basis, (including 2,51,345 Equity Shares issued to the employees of the company) at a Premium of Rs. 25/- per share in the year 2000-2001.

h) 20,00,000 Equity Shares were allotted as fully paid-up for cash on Private Placement, at a Premium of Rs. 37/- per share in the year 2003-2004

i) 20,00,000 Equity Shares were allotted as fully paid-up for cash on Private Placement, at a Premium of Rs. 101/- per share in the year 2004-2005

SECURED LOANS

a) Banks (for Working Capital)

Secured by hypothecation of raw materials, work-in-progress, finished goods, stores/spares and consumables, book debts (to the extent of finance availed against the same, if any) and secured by a charge which is second & subservient to the charge created in favour of the IDBI, & UTI by way of deposit of title deeds in respect of the Company's immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chhattisgarh), & Ghoti Nasik Dist.(Maharashtra).

b) IDBI - Term Loan

Secured by first mortgage & charge on all fixed assets except office premises & equipments situated at Andheri (W), Mumbai ranking pari passu with UTI, and second charge on all current assets both present & future.

c) IL & FS Term Loan

Secured by first mortgage & charge on all fixed assets situated at H-37, Nasik Industrial Area, Satpur, Nasik and office premises & equipments situated at Andheri (W), Mumbai.

d) EXIM Bank - Foreign Currency - Loan

Secured by assignment of project receivables in respect of Tunisia Project. (Ref Note 16)

e) EXIM Bank - Foreign Currency - Loan

Secured by assignment of project receivables in respect of WBSEB Project. (Ref Note 16)

f) EXIM Bank - Loan

Secured by assignment of project receivables in respect of Ethiopia -; WSS Project.

g) EXIM Bank - Loan

Secured by assignment of project receivables in respect of Ethiopia - YDH Project.

h) Vehicle Finance

Secured by hypothecation of respective vehicles.

i) Secured Reedemable Non-Convertible Debentures

Secured by first charge by way of hypothecation of all movable properties including movable plant & machinery ranking pari-passu with IDBI, created by way of Joint Mortgage by deposit of title deeds in respect of all immovable properties of the company.

1. Contingent Liabilities not provided for:

a) Outstanding Performance Guarantees given by banks are Rs. 13,093.24 Lacs (P.Y. Rs. 10,108.27 Lacs).

b) Claims against Company/Disputed Liabilities not acknowledged as debts are Rs. 384.61 Lacs (P.Y. Rs. 352.00 Lacs).

c) Liability against facility availed from Exim Bank are Rs. 2,185.78 Lacs (P.Y. Rs. 391.11 Lacs).

2. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. 42.36 Lacs (P.Y. Rs. Nil). Advance paid Rs. 3.79 Lacs (P.Y. Rs. Nil Lacs).

3. Managerial Remuneration:

The total amount of Managerial Remuneration paid to the Managing Director, is Rs. 89.90 Lacs (P.Y. Rs. 40.00 Lacs)., which, is inclusive of perquisites of Rs. 1.09 Lacs (P.Y. Rs. 0.94 Lacs).

4. Company has not made any provision for diminution in value of shares of JSL Refractories Ltd due to erosion of net worth on account of losses, as the Company expects JSL Refractories to turnaround and make profits in the years to come, and dimunition in value is considered to be temporary.

5. Octroi grant of Rs. Nil (P.Y. Rs. 7.00 Lacs) from Joint Director of Industries (PSI) has been credited to Profit & Loss Account for the year under the head `Income from Other Operations'.

6. 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 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 takes more than reasonable time. As such, no provision on this account has been made in the books of account.

7. In accordance with the terms of the Financial facilities availed from EXIM Bank, the Company has assigned receivables and retention receivables in respect of contracts for supply of Towers & Structures to Tunisia & WBSEB (Ethiopia in P.Y.) in favour of the bank. Therefore, an amount of Rs. 2,185.78 Lacs (P.Y. Rs. 391.11 Lacs) being the amount payable by the customers to the bank out of such receivables has been deducted both from Loan Amount and from Debtors accordingly. However, this amount remains as a contingent liability for the Company till such time the same is paid by the customer to the bank.

8. Loans & advances include an amount of Rs. 91.53 Lacs (P.Y. Rs. 91.13 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. It is learnt that the company is carrying on its operations in a limited way and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

9. Sundry Debtors other than Trade Debtors include an amount of Rs. 77.75 Lacs (P.Y. Rs. 77.75 Lacs) being equipments lease rentals due from Varun Cements Limited. The recovery of this amount is doubtful. It is learnt that the company is carrying on its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

10. The Company has advanced a total sum of Rs. 92.82 Lacs (P.Y. Rs. 30.88 Lacs) to its subsidiary company, JSL Refractories Ltd. as of 31st March, 2005. In view of the substantial looses incurred by the company, the recovery of the said amount is doubtful in near future. However, no provision is made as the Company expects JSL Refractories to turnaround and make profits in the years to come.

11. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

12. Sundry Creditors for goods/services include :

i) Amounts payable beyond one year Rs. 611.69 Lacs, (P.Y. Rs. 586.02 Lacs)

ii) Amounts due to small scale industrial undertaking's Rs. 51.18 Lacs (P.Y. Rs. 47.46 Lacs).

iii) The names of small scale industrial undertakings to whom the Company owes a sum, for more than 30 days are Galaxy Cable Industries, Nike Industries, Reliance Engg. Co., Shree Radha Krishna Steel, & Trans Accessories.

13. The Company is in only one business segment of power transmission wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

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


Mar 31, 2004

1. Contingent Liabilities not provided for:

a) Outstanding Performance Guarantees given by banks are Rs.10,108.27 Lacs (P.Y. Rs. 7,784.27 Lacs).

b) Claims-against Company/Disputed Liabilities not acknowledged as debts are Rs. 352 Lacs (P.Y. Rs.543.96 Lacs).

c) Against, facility availed from Exim Bank are Rs. 391.11 Lacs (P.Y. Rs.1,602.51 Lacs).

d) Against facility availed from Bank Muscat, SAOG, Oman are Rs. Nil (P.Y.Rs.1,597.42 Lacs)

3. Managerial Remuneration :

The total amount of Managerial Remuneration paid to the Managing Director, is Rs. 40.00 Lacs (P.Y. Rs. 36.74 Lacs including remuneration to one whole-time Director), which is inclusive of perquisites of Rs. 0.94 Lacs (P.Y. Rs.1.17 Lacs)

4. Auditors Remuneration :

2003-2004 2002-2003 Rs in Lacs Rs. in Lacs

i) For Statutory Audit 3.00 3.00

ii) For Tax Audit 1.25 1.00

iii) For Other Services 0.60 0.40

iv) For Taxation Matters 2.50 2.25

v) Service Tax reimbursement 0.39 0.35

vi) For Oman Branch (For Audit & Taxation Matters) 3.15 3.27

vii) For Ethiopia Branch (For Audit & Taxation Matters) 1.65 1.40

Total 12.54 11.67

5. a) Capacity and Production of Transmission Lines, Towers & Structures :

2003-2004 2002-2003

i) Installed Capacity (MT p.a.) 52,000 52,000

ii) Production (MT) 21,343 24,054

8. Earnings and Expenditure in Foreign Currency:

2003-2004 2002-2003 Rs. in Lacs Rs.in Lacs

i) Earnings (including Deemed Exports and sales through Export House) 5,294.46 9,327.04

iii) Expenditure-Travelling & Others 19.91 54.36

11. Earnings Per Share (EPS)

2003-2004 2002-2003 Rs. in Lacs Rs. in Lacs

i) Profit/(Loss) After Tax 546.90 45.90

ii) Weighted Average Number of Ordinary Shares for Earning per Share (In Nos.) 10,844,761 98,20,928

iii) Nominal value of Ordinary Share Rs.10 Rs.10

iv) Basic/Diluted Earning Per Ordinary Share Rs. 5.04 Rs. 0.46

12. Company has not made any provision for diminution in value of shares of JSL Refractories Ltd due to erosion of net worth on account of losses.

13. Octroi grant of Rs. 7.00 Lacs (P.Y. Rs. 37.91 Lacs) from Joint Director of Industries (PSI) has been credited to Profit & Loss Account for the year under the head Income from Other Operations.

14. 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 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 takes more than reasonable time. As such, no provision on this account has been made in the books of account.

15. In accordance with the terms of the Financial facilities availed from EXIM Bank, the Company has assigned receivables and retention receivables in respect of contracts for supply of Towers & Structures to Ethiopia (& Brazil in P.Y.) in favour of the bank. Therefore, an amount of Rs. 391.11 Lacs (P.Y. Rs. 1,602.51 Lacs) being the amount payable by the customers to the bank out of such receivables has been deducted both from Loan Amount and from Debtors accordingly. However, this amount remains as a contingent liability for the Company till such time the same is paid by the customer to the bank.

16. Loans & advances include an amount of Rs. 91.12 Lacs (P.Y. Rs. 89.13 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. It is learnt that the company is carrying on its operations in a limited way and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

17. Sundry Debtors other than Trade Debtors include an amount of Rs. 77.75 Lacs (P.Y. Rs. 77.75 Lacs) being equipments lease rentals due from Varun Cements Limited. The recovery of this amount is doubtful. It is learnt that the company is carrying on its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

18. The Company has advanced a total sum of Rs. 30.88 Lacs (P.Y. Rs. 0.09 Lacs) to its subsidiary company, JSL Refractories Ltd. as of 31st March, 2004. In view of the substantial losses incurred by the company, the recovery of the said amount is doubtful in near future.

19. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

20. In absence of divisible Profit, no transfer has been made to Debenture Redemption Reserve Account.

21. Sundry Creditors for goods/services include :

i) amounts payable beyond one year Rs. 586.02 Lacs (P.Y. Rs. 783.27 Lacs)

ii) amounts due to small scale industrial undertakings Rs. 47.46 Lacs (P.Y. Rs. 243.69 Lacs).

iii) The names of small scale industrial undertakings to whom the Company owes a sum, for more than 30 days are Galaxy Cable Industries, Geekay Wires Pvt. Ltd., Nike Industries, Pokar Enterprises, R. P. Engg. Works, Reliance Engg. Co., Shree Radha Krishna Steel, & Trans Accessories.

22. The Company is in only one business segment of power transmission wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

23. Refer Annexure 11 for Balance Sheet Abstract & Companys General Profile as required by part IV of Schedule VI to the Companies Act, 1956.

24. Previous Years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2003

1. Contingent Liabilities not provided for :

a) Outstanding Performance Guarantees given by banks are Rs.7,784.27 Lacs (P.Y Rs. 7,011.25 Lacs).

b) Claims against Company/Disputed Liabilities not acknowledged as debts are Rs. 543.96 Lacs (P.Y.Rs.899.09 Lacs).

c) Refer Note Nos 18 & 19

2. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. Nil (P.Y. Rs. Nil). Advance paid Rs. Nil (P.Y. Rs. Nil).

3. Managerial Remuneration :

The total amount of Managerial Remuneration paid to the Managing Director, and one whole-time Director is Rs. 36.74 Lacs (P.Y. Rs.47.51 Lacs), which is inclusive of perquisites of Rs. 1.17 Lacs (P.Y. Rs.1.26 Lacs).

4. Auditors Remuneration : 2002-2003 2001-2002 Rs.in Lacs Rs. in Lacs i) For Statutory Audit 3.00 3.00

ii) For Tax Audit 1.00 0.75

iii) For Other Services 0.40 0.44

iv) For Taxation Matters 2.25 2.00

v) Service Tax reimbursement 0.35 0.21

vi) For Oman Branch 3.28 6.57 (For Audit & Taxation Matters)

vii) For Ethiopia Branch 1.40 0.70 (For Audit & Taxation Matters)

Total 11.68 13.67

5. Remittance in Foreign Currency on account of dividend to Non-Resident Shareholders (including Foreign Institutional Investors) The Company has paid dividend in respect of shares held by Non-Residents on repatriation basis by crediting the same to Non-Resident External Account (NRE A/c), the details of which are as under

2002-2003 2001-2002

i) Number of Non-Resident Shareholders 36 22

ii) Number of Equity Shares held by them 9,51,756 8,38,792

iii) Amount of dividend paid (Rs. in Lacs) Nil 20.97

iv) Year to which dividend relates N.A. 2000-2001

6. Sale of goods was recognized at the time of despatch to customers on the basis of excise invoice till last year. This policy was changed as mentioned in Note 1(b)(i). Due to this change, the turnover for the year has decreased by Rs.255.71 Lacs, as a result of which the profit for the year has decreased by Rs.3.25 Lacs.

7. The Inventory of Work-in-Progress as on 31st March, 2003 includes an amount of Rs. 370.21 Lacs being the cost incurred by the Company in respect of one project. The sales invoices for the said Contract were not raised till 31st March, 2003, as per the contractual terms.

8. Deferred Tax Liability (Net): Deferred Tax On Accoun of Liability/(Asset) change in rates as at 01.04.2002 of Income Tax Rs. in Lacs Rs. in Lacs Deferred Tax Liabilities On account of Difference between book and tax depreciation 743.29 -

On account of change in rate of surcharge by Finance Act, 2003 - (17.70)

Deferred Tax Assets On account of Unabsorbed Tax Loss (589.13) -

Deferred Tax Liability (Net) 154.16 (17.70)

Current year Deferred Tax Charge/Uability/(Asset) (Credit) as at 31.03.2003 Rs. in Lacs Rs. in Lacs

Deferred Tax Liabilities On account of Difference between book and tax depreciation 12.44 755.73

On account of change in rate of surcharge by Finance Act, 2003 - (17.70)

Deferred Tax Assets On account of Unabsorbed Tax Loss 100.79 (488.34)

Deferred Tax Liability (Net) 113.23 249.69

10. Octroi grant of Rs. 37.91 Lacs (P.Y. Rs. 38.44 Lacs) from SICOM has been credited to Profit & Loss Account for the year under the head `Income from Other Operations.

11. 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 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 takes more than reasonable time. As such, no provision on this account has been made in the books of account.

12. In accordance with the terms of the Financial facility availed from Bank Muscat, S.A.O.G., Oman for the Oman Project, the Company has assigned receivables of the project in favour of the bank by way of an escrow arrangement. The bank has given credit facilities against the receivables pertaining to supplies to be made from India. Therefore, an amount of Rs. 1,597.42 Lacs (P.Y. Rs. 481.45 Lacs), being the amount payable by the customer to the bank out of the value of supplies effected from India up to 31st March, 2003 has been deducted, both, from Loan Amount & from Debtors, accordingly. However, this amount remains as contingent liability for the Company till such time the same is paid by the customer to the bank.

13. In accordance with the terms of the Financial facilities availed from EXIM Bank, the Company has assigned receivables in respect of contracts for supply of Towers & Structures to Brazil/Ethiopia and retention receivables in the case of supplies to Oman in favour of the bank. Therefore, an amount of Rs. 1,602.51 Lacs (P.Y. Rs. 487.14 Lacs), being the amount payable by the customers to the bank out of such receivables has been deducted, both, from Loan Amount & from Debtors, accordingly. However, this amount remains as contingent liability for the Company till such time the same is paid by the customer to the bank.

14. Loans & advances include an amount of Rs. 89.13 Lacs (P.Y. Rs.89.13 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. It is learnt that the company has resumed its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

15. Sundry Debtors other than Trade Debtors include an amount of Rs. 77.76 Lacs (P.Y. Rs. 77.76 Lacs) being equipments lease rentals due from Varun Cements Limited. The recovery of this amount is doubtful. It is learnt that the company has resumed its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

16. The Company has advanced a total sum of Rs. 0.09 Lacs (P.Y. Rs. 261.67 Lacs) to its subsidiary company, JSL Refractories Ltd. as of 31st March, 2003. In view of the substantial losses incurred by the company, the recovery of the said amount is doubtful in near future.

17. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

18. Sundry Creditors for goods/services include :

i) amounts payable beyond one year Rs. 783.28 Lacs.

ii) amounts due to small scale industrial undertakings Rs. 243.70 Lacs (P.Y. Rs. 312.63 Lacs).

iii) On the basis of information available with the Company, the names of small scale industrial undertakings to whom amount exceeding Rs. 1.00 Lac is outstanding for more than 30 days are Abhishek Steels Ltd., Galaxy Cable Industries, Geekay Wires Pvt. Ltd., Nike Industries, Pokar Enterprises, R. P. Engg. Works, Ramesh Steel Industries, Reliance Engg. Co., Shree Radha Krishna Steel, Trans Accessories, Z. M. Engg. Works.

19. The Company is in only one business segment of power transmission wherein it manufactures, deals in various components/equipments and constructs infrastructures related to power transmission.

20. Refer Annexure II for Balance Sheet Abstract & Companys General Profile as required by part IV of Schedule VI to the Companies Act, 1956.

21. Previous Years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2002

SHARE CAPITAL

NOTES:

Of the above shares :

a) 67,530 Equity Shares were issued as fully paid-up Bonus Shares by way of capitalisation of General Reserve in the year 1985-86.

b) 16,51,130 Equity Shares of Rs.10/- each were issued for cash on Rights basis, (including 28,000 Equity Shares issued to the employees of the company) at a Premium of Rs.25/- per share in the year 1992-93.

c) 16,37,230 Equity Shares were allotted as fully paid-up Bonus Shares by way of capitalisation out of Share Premium in the year 1994-95.

d) 49,08,938 Equity Shares were allotted as fully paid-up for cash on Rights basis, ( including 2,51,345 Equity Shares issued to the employees of the company ) at a Premium of Rs.25/- per share in the year 2000-2001.

e) Allotment Money in Arrears includes Rs. Nil (P.Y. Rs. 53/- Lacs) due from Directors.

f) 50,000 11% Series C Preference Shares issued during the year ended 31st March, 2001 have been reedemed on 8th March, 2002.

g) 50,000 10.50% Series A Preference Shares issued during the year ended 31st March, 2001 have been reedemed on 22nd March, 2002 .

OTHER NOTES.

1. Contingent Liabilities not provided for :

a) Outstanding Performance Guarantees given by banks are Rs. 7,011.25 Lacs (P.Y .Rs. 6,384.71 Lacs).

b) Claims against Company / Disputed Liabilities not acknowledged as debts are Rs. 899.09 Lacs (P.Y.Rs.231.99 Lacs).

c) Refer Note Nos. 23 & 24.

2. Outstanding Contracts - Capital Account :

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. NIL (P.Y. Rs. 33.94 Lacs). Advance paid Rs. NIL (P.Y. Rs. 33.44 Lacs).

3. Dividend from subsidiary company :

Dividend of Rs. Nil (P.Y. Rs. Nil) received from subsidiary company, viz: JSL Finance Limited.

4. Managerial Remuneration :

The total amount of Managerial Remuneration paid to the Managing Director, and one whole-time Director is Rs. 47.51 Lacs (P.Y. Rs. 56.10 Lacs), which is inclusive of perquisites of Rs.1.26 Lacs (P.Y. Rs.1.09 Lacs).

5. Auditors Remuneration :

2001-2002 2000-2001 Rs. in Lacs Rs. in Lacs i) For Statutory Audit 3.00 2.00

ii) For Tax Audit 0.75 0.50

iii) For Other Services 0.44 1.00

iv) For Taxation Matters 2.00 1.25

v) Service Tax reimbursement 0.21 0.18

vi) For Oman Branch 6.57 2.73 (For Audit & Taxation Matters)

vii) For Ethiopia Branch 0.70 - (For Audit & Taxation Matters)

Total 13.67 7.66

6. C1F Value of Imports (Direct) :

2001-2002 2000-2001 Rs. in Lacs Rs. in Lacs

a) Capital Goods - -

b) Bought-out-Components - -

c) Raw Materials 946.31 2,175.62

d) Spare parts 10.78 2.65

7. Earnings and Expenditure in Foreign Currency:

2001-2002 2000-2001 Rs. in Lacs Rs. in Lacs i) Earnings (including Deemed Exports and sales through Export House) 21,969.48 19,750.89

ii) Expenditure - Third Country Imports 4,030.51 3,613.26

iii) Expenditure - Travelling & Others 146.72 120.22

8. Remittance in Foreign Currency on account of dividend to Non-Resident Shareholders (including Foreign Institutional Investors):

The Company has paid dividend in respect of shares held by Non-Residents on repatriation basis by crediting the same to Non-Resident External Account (NRE A/c), the details of which are as under

2001-2002 2000-2001

i) Number of Non-Resident Shareholders 22 20

ii) Number of Equity Shares held by them 8,38,792 4,33,165

iii) Amount of dividend paid (Rs. in Lacs) 20.97 12.99

iv) Year to which dividend relates 2000-2001 1999-2000

9. Expenses for issue of Preference Shares made by the Company are fully written off during the current year as the said preference shares have been fully redeemed during the current year. Due to this change in policy, Amortisation of Share issue Expenses debited to Profit & Loss Account is higher by Rs. 3.97 Lacs and consequently, the loss for the year is higher by equal amount.

10. In order to comply with AS-7 with regard to accounting of construction contracts, the Company has modified its method of revenue recognition for the same. Due to this change, a provision of Rs. 40.00 Lacs has been made to meet unforeseen expenses/liabilities in respect of unexecuted portion of construction contracts and consequently, loss of the Company is higher by the same amount.

11. Insurance claims were accounted for on receipt basis till last year. This policy was changed as mentioned in Note 1 (b)(iv). Due to this change, the income from insurance claims has increased by a sum of Rs. 9.35 Lacs and consequently, the loss of the Company has decreased by the same amount.

12. The Company was accounting for bonus to employees at the time of payment after the same was declared every year, in order to comply with AS-1, the Company has started accounting for the same on accrual basis. Due to this change, the expenditure on account of bonus has increased by a sum of Rs. 48.50 Lacs and consequently, the loss of the Company has increased by the same amount.

13. The Company was not providing for the liability on account of leave encashment till last year. In order to comply with AS-1, the company has provided for total leave encashment liability as on 31st March, 2002 at Rs. 41.61 Lacs and consequently, the loss of the Company has increased by the same amount.

14. Deferred Tax Liability (Net) :

Deferred Tax Current year Liability/fAsset) Charge/(Credit)

Deferred Tax Liabilities Rs. in Lacs Rs. in Lacs Difference between book and tax depreciation 694.00 49.29

Deferred Tax Assets Disallowances as per Income Tax Act (26.98)

Unabsorbed Tax Loss (562.15)

Deferred Tax Liability (Net) 694.00 (539.84)

Deferred Tax Liability/(Asset) as at 31.03.2002 Rs. in Lacs

Deferred Tax Liabilities Difference between book and tax depreciation 743.29

Deferred Tax Assets Disallowances as per Income Tax Act (26.98)

Unabsorbed Tax Loss (562.15)

Deferred Tax Liability (Net) 154.16

Pursuant to Accounting Standard (AS) 22 - Accounting for Taxes on Income, the net cumulative Deferred Tax Liability of Rs. 694 Lacs as at 01.04.2001 has been charged by the Company to the General Reserve. Further, the impact of Deferred Tax Asset of Rs. 539.84 Lacs for the year ended 31.03.2002 has been credited to Profit & Loss Account.

15. The increase in ECB loan liability in rupee terms as at 31st March, 2002 due to foreign exchange fluctuation amounted to Rs. Mil (P.Y. Rs.73.80 Lacs).

16. Earnings Per Share (EPS) 2001-2002 2000-2001 Rs. in Lacs Rs. in Lacs

i) Profit/(Loss) After Tax (964.42) 800.62

Less : Preference Dividend including Tax thereon 11.29 33.09

Profit / (Loss) attributable to Ordinary Shareholders (975.71) 767.53

ii) Weighted Average Number of Ordinary Shares for Earning per Share (In Nos.) 98,20,928 67,52,842

iii) Nominal value of Ordinary Share Rs. 10 Rs. 10

iv) Basic/Diluted Earning Per Ordinary Share Rs. (9.94) Rs. 11.37

17. Octroi grant of Rs. 38.44 Lacs (P.Y. Rs. 46.73 Lacs) from SICOM/WMDC has been credited to Profit & Loss Account for the year under the head Income from Other Operations.

18. 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 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 takes more than reasonable time. As such, no provision on this account has been made in the books of account.

19. In accordance with the terms of the Financial facility availed from Bank Muscat, S.A.O.G. Oman for the Oman Project, the Company has assigned receivables of the project in favour of the bank by way of an escrow arrangement. The bank has given credit facilities against the receivables pertaining to supplies to be made from India. Therefore, an amount of Rs. 481.45 Lacs (P.Y. Rs. 2,330.43 Lacs), being the amount payable by the customer to the bank out of the value of supplies effected from India up to 31st March, 2002 has been deducted both from Loan Amount & from Debtors accordingly. However, this amount remains as contingent liability for the Company till such time the same is paid by the customer to the bank.

20. In accordance with the terms of the Financial facility availed from EXIM Bank, the Company has assigned receivables in respect of a contract for supply of Towers & Structures to Brazil in favour of the bank. The bank has given credit facilities against the receivables pertaining to supplies to be made from India. Therefore, an amount of Rs. 487.14 Lacs (P.Y. Rs. NIL), being the amount payable by the customer to the bank out of the value of supplies effected from India up to 31st March, 2002 has been deducted both from Loan Amount & from Debtors accordingly. However, this amount remains as contingent liability for the Company till such time the same is paid by the customer to the bank.

21. Loans & advances include an amount of Rs. 89.13 Lacs (P.Y. Rs. 88.90 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. It is learnt that the company has resumed its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

22. Sundry Debtors other than Trade Debtors include an amount of Rs. 77.76 Lacs (P.Y. Rs. 77.76 Lacs) being equipments lease rentals due from Varun Cements Limited. The recovery of this amount is doubtful. It is learnt that the company has resumed its operations and therefore, no provision for the same has been made in the accounts. The company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

23. The Company has advanced a total sum of Rs. 261.67 Lacs (P.Y. Rs. 181.76 Lacs) to its subsidiary company, JSL Refractories Ltd. as of 31st March, 2002. In view of the substantial losses incurred by the company, the recovery of the said amount is doubtful in near future.

24. Current assets and Current liabilities stating receivables and payables are subject to confirmation.

25. The names of Small Scale Industrial Undertakings to whom Company owes a sum exceeding Rs. 1,00,000 which is outstanding for more than 30 days are as follows :

a) Bhagwati Industries, Dharia Engineers, EMI Transmission Ltd., Industrial Polymers, Nike Industries, Punjab Auto Industries Pvt. Ltd., Pokar Enterprises, R. P. Engineering Works, Reliance Engg. Co., Shree Radha Krishna Steel, Trans Accessories, Z. M. Engg. Works.

b) The aforesaid disclosure is based on the information available with the Company regarding the status of small scale undertaking suppliers as defined under Industries (Development & Regulation) Act, 1951.

26. The Company is in only one business of projects related to power transmission.

27. Refer Annexure II for Balance Sheet Abstract & Companys General Profile as required by part IV of Schedule VI to the Companies Act, 1 956.

28. Previous Years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2001

OTHER NOTES

1. Contingent Liabilities not provided for:

i) Outstanding Performance Guarantees given by banks are Rs. 6,384.71 Lacs (P.Y. Rs. 6,905.17 Lacs).

ii) Claims against Company/Disputed Liabilities not acknowledged as debts are Rs. 231.99 Lacs (P.Y. Rs. 358.55 Lacs).

iii) Refer Note No 14.

2. Outstanding Contracts - Capital Account:

Estimated amount of contracts remaining to be executed on capital account and not provided for are Rs. 33.94 Lacs (P.Y. Rs. 108.45 Lacs). Advance paid Rs. 33.44 Lacs (P.Y. Rs. 39.55 Lacs).

3. Dividend from Subsidiary Company :

Dividend of Rs. Nil (P.Y. Rs. Nil) received from subsidiary company, viz. JSL Finance Limited.

4. During the year, the increase in ECB loan liability in rupee terms due to foreign exchange fluctuation till 31st March, 2001 amounted to Rs. 73.80 Lacs (P.Y. Rs. 35.70 Lacs). The same has been charged to Profit and Loss Account.

5. Octroi grant of Rs. 46.73 Lacs (P.Y. Rs. 105.85 Lacs) from SICOM/WMDC has been credited to Profit & Loss Account for the year under the head 'Income from Other Operations'.

6. In accordance with the terms of the Financial facility availed from Bank Muscat, S.A.O.G. Oman for the Oman Project, the Company has assigned receivables of the project in favour of the bank by way of an escrow arrangement. The bank has given credit facilities against the receivables pertaining to supplies to be made from India, Therefore, an amount of Rs. 2,330.43 Lacs, being the value of supplies effected from India up to 31st March, 2001 has been deducted both from Loan Amount & from Debtors accordingly. However, this amount remains as contingent liability for the Company till such time the same is paid by the customer to the bank.

7. Loans & advances include an amount of Rs. 88.90 Lacs (P.Y. Rs. 85.67 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. It is learnt that the company has resumed its operations and therefore, no provision for the same has been made in the accounts.The Company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

8. Sundry Debtors other than Trade Debtors include an amount of Rs. 77.76 Lacs (P.Y. Rs. 73.52 Lacs) being equipments lease rentals due from Varun Cement Limited. The recovery of this amount is doubtful. It is learnt that the company has resumed its operations and therefore, no provision for the same has been made in the accounts. The Company has lodged its claim with BIFR for recovery of the amount due from Varun Cements Limited.

9. Pursuant to the provisions of Chapter XIV-B of the Income Tax Act, 1961, the Company has made a provision for Net Tax Liability of Rs. 434.60 Lacs in respect of the Block Period beginning from the Financial Year 1990-91. The said amount has been charged to "General Reserve" as the same is pertaining to the past periods.

10. The names of Small Scale Industrial Undertakings to whom Company owes a sum exceeding Rs. 1,00,000 which is outstanding for more than 30 days are as follows :

a) Automatic Elec. Pvt. Ltd., Balaji Steel Works, Bhagwati Industries, Dharia Engineers, EMI Transmission Ltd., Galaxy Cable Industries, Industrial Polymers, Nike Industries, Plaza Cable Industries, Pokar Enterprises, R. P. Engineering Works, Reliance Engg. Co., Shree Radha Krishna Steel, Shree Bajrang Alloys, Trans Accessories, Venson Electric, Z. M. Engg. Works.

b) The aforesaid disclosure is based on the information available with the Company regarding the status of small-scale undertaking suppliers as defined under Industries (Development & Regulation) Act, 1951.

11. Previous Year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2000

1. Contingent Liabilities for provided for :

(i) Outstanding Performance Guarantees given by banks are Rs. 6,905.17 Lacs (P.Y. Rs. 7,000.44 Lacs).

(ii) Claims against Company/Disputed Liabilities not acknowledged as debts are Rs. 358.55 (P.Y. Rs. 94.20 Lacs).

3. Outstanding Contracts - Capital Account :

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 108.45 Lacs (P.Y. Rs. 18.38 Lacs). Advance paid Rs. 39.55 Lacs (P.Y. Rs. 0.98 Lacs).

4. Dividend from Subsidiary Company :

Dividend of Rs. Nil (P.Y. Rs. Nil) received from subsidiary company, viz : JSL Finance Limited.

5. During the year, the increase in ECB loan liability in rupee terms due to foreign exchange fluctuation till 31st March, 2000 amounted to Rs. 35.70 Lacs (P.Y. Rs. 87.00 Lacs). The same has been charged to Profit and Loss Account.

6. The amount of Rs. 85.82 lacs due from M/s Soft Skin Exports Pvt. Ltd. has been transferred to Profit & Loss Account during the current year since the is no longer recoverable.

7. The Company has changed the method of valuation of inventories from FIFO to Weighted Average Method, and has matched the mandatory revised Accounting Standards (AS-2) "Valuation of Inventories" issued by the Institute of Chartered Accountants of India. As a result of this, the value of closing inventories has increased by Rs. 7.20 Lacs and consequently, the profit for the year is higher by the same amount.

8. Year-end inventory of Finished Goods has ben valued inclusive of Excise Duty amounting to Rs.129.77 Lacs in accordance with the revised guidance note on "Accounting treatment of Excise Duty" issued by the Institute of Chartered Accountants of India. This change in accounting policy has no impact on the profit for the year.

9. Octroi grant of Rs. 105.85 Lacs from SICOM/WWDC and profit on sale assets amounting to Rs., 1.82 Lacs have been credited to Profit & Loss Account for the year under the head `Income from Other Operations'.

10. The Company has achieved Y2K compliance in all its computerised systems without any disruption.

11. Loans & advances include an amount of Rs. 85.67 Lacs (P.Y. Rs. 44.06 Lacs) due from Varun Cements Limited. The recovery of this loan is doubtful. No provision for the same has been made in the accounts.

12. Sundry Debtors other than Trade Debtors include an amount of Rs. 73.52 Lacs (P.Y. Rs. 6.79 Lacs) being lease rentals due from Varun Cement Limited. The recovery of this amount is doubtful. No provision for the same has been made in the accounts.

13. (a) The names of Small Scale Industrial Undertakings to whom Company owes a sum exceeding Rs. 1,00,000/- which is outstanding for more than 30 days are as follows :

Asha Textiles, EMI Transmission Ltd., General Forging, Hind Steel, Kaveri Enamel & Allied Inds., Nike Industries, Petro Synthetics, Reliance Engg. Co., Sanvijay Re-Rolling Mills, Shree Radha Krishan Steel, Smile Infotech, Super Metal industries, & Trans Accessories.

(b) The aforesaid disclosure is based on the information available with the Company regarding the status of small scale undertaking suppliers as defined under Industries (Development & Regulation) Act, 1951.

14. Refer Annexure II For Balance Sheet Abstract & Companies General Profile as required by part IV of Schedule VI to the Companies Act, 1956.

15. (a) Previous Year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

(b) Figures have been presented in `Lacs' of rupees with two decimals in accordance with the approval received from the Company Law Board.


Mar 31, 1999

SECURED LOANS:

a) Banks (for Working Capital)

Secured by hypothecation of raw materials, work-in-progress, finished goods, stores/spares and consumables, book debts (to the extent of finance availed against the same, if any) and secured by a charge which is second & subservient to the charge created in favour of the IDBI & Sakura Bank Ltd., Hongkong by way of deposit of title deeds in respect of the Company's immovable property at M.I.D.C., Satpur Industrial Area, Nasik, Ghoti, Nasik Dist. (Maharashtra) & Urla Industrial Area, Raipur (Madhya Pradesh).

b) 14% secured Non-Convertible Redeemable Debentures of Rs. 100/-each (Rs. 40/- per Debenture outstanding as on 31/03/98.) wholly subscribed by Canbank Financial Services Ltd.

i) Secured by unattested Deed of Hypothecation dated 23rd January, 1991 charging the tangible movable property and assets (save and except book debts) subject to the prior charges, present or future, if any, in favour of bankers to the Company for the working capital facilities; and

ii) Secured by mortgage by way of deposit of title deeds with effect from 23rd January, 1991 in respect of the Company's immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra)

iii) These Debentures shall be repayable at a premium of 5% on the expiry of 6th, 7th and 8th year from the date of allotment in the ratio of 30:30:40 respectively

c) IDBI - Equipment Finance Scheme Term Loan

Secured by first charge ranking par - passu with Sakura Bank Ltd., Hongkong by way of Hypothecation of all the Borrowers' movables (save & except book debts) subject to prior charges created/to be created in favour of the bankers for working capital requirements.

d) IDBI - Assets Credit Scheme - Term Loan

Secured by an exclusive first charge by way of hypothecation of specific machinery

e) IDBI - Term Loan (Working Capital Margin)

Secured by a first charge pari - passu with Sakura Bank Ltd. Hongkong on fixed assets of the company at Nasik (Maharashtra), Raipur (Madhya Pradesh) & Ghoti (Maharashtra) by way of deposit of title deeds & on all movable properties including movable plant & machinery by way of hypothecation.

f) ICICI Term Loan

Secured by exclusive first charge by way of English mortgage on Office premises & equipments at Andheri (w), Mumbai.

g) Sakura Bank Ltd. Hongkong - ECB Loan

Secured by a first charge by way of hypothecation of all movable properties including movable plant & machinery ranking pari - passu with IDBI & first charge ranking pari - passu with IDBI created by way of Joint Mortgage by deposit of title deeds in respect of all immovable properties of the company.

1. During the year, the increase in ECB loan liability due to foreign exchange fluctuation till 31st March, 1999 amounted to Rs. 87,00,000/- (P.Y. Rs. 1,09,35,000/-). The same has been charged to Profit and Loss Account.

2. Loans and advances include an amount of Rs. 85,81,645/- (P.Y. Rs. 1,25,81,645/-) due from M/s Soft Skin Exports Pvt. Ltd. Since, the Company is taking further steps to recover this loan no provision for the same has been made in the accounts.

3. The Company has modified its method of absorbing overheads to match the Accounting Standard on Valuation of Inventories. Due to this, the stock valuation has decreased by Rs. 50,18,000/- and consequently, the profit is lower by the same amount for the year.

4. The Company is in the process of achieving Year 2000 compliance' in all computerised systems. The Company does not envisage any serious threat to its activities from the Y2K problem. The total cost of achieving Year 2000 compliance', is expected to be approximately Rs. 30 lacs.

5. Total outstanding dues of Small Scale Industrial Undertakings, (Refer Annexure I) are Rs. 3,33,37,539/-. Total outstanding dues of Creditors other than Small Scale Industrial Undertakings are Rs. 76,39,12,279/-.


Mar 31, 1998

1. SECURED LOANS

a) Banks (for Working Capital)

Secured by hypothecation of raw materials, work-in-progress, finished goods, stores/spares and consumables, book debts (to the extent of finance availed against the same, if any) and secured by a charge which is second & subservient to the charge created in favour of the Trustees to the Debentureholders of 14% secured Non-Convertible Debentures, by way of deposit of title deeds in respect of the Company's immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra)

b) 14% secured Non-Convertible Redeemable Debentures of Rs. 100/- each (Rs. 40/- per Debenture outstanding as on 31-3-1998) wholly subscribed by Canbank Financial Services Ltd.

i) Secured by unattested Deed of Hypothecation dated 23rd January, 1991 charging the tangible movable property and assets (save and except book debts) subject to the prior charges, present or future, if any, in favour of bankers to the Company for the working capital facilities; and

ii) Secured by mortgage by way of deposit of title deeds with effect from 23rd January 1991 in respect of the Company's immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra)

iii) These Debentures shall be repayable at a premium of 5% on the expiry of 6th, 7th and 8th year from the date of allotment in the ratio of 30:30:40 respectively.

c) IDBI - Equipment Finance Scheme - Term Loan

IDBI - Assets Credit Scheme - Term Loan Secured by an exclusive first charge by way of hypothecation of specific machinery

d) Sakura Bank Ltd., Hong Kong - ECB Loan

Secured by a first charge by way of hypothecation of all movable properties including movable plant & machinery ranking pari pasu with IDBI. Further, first charge ranking pari pasu with IDBI shall be created by way of joint mortgage by deposit of title deeds in respect of all immovable properties of the Company.

e) Madhya Pradesh Finance Corporation

i) Secured by a charge created by way of deposit of title deeds in respect of Company's land & buildings in Urla Industrial Area, Raipur (Madhya Pradesh)

ii) Secured by hypothecation of certain machinery & equipment situated in Company's factory in Urla Industrial Area, Raipur (Madhya Pradesh)

f) 16.5% NCD - GIC Mutual Fund

Secured by mortgage by way of deposit of title deeds in respect of immovable properties of the Company and by way of hypothecation of raw materials, finished goods, consumable stores subject to prior charges created/to be created in favour of company's bankers/financial institutions for securing its working capital requirements.

2. Till last year, interest received on allotment money, interest on fixed deposits with bankers and interest on investments in SBI/IDBI Bonds was accounted for as and when received. During the current year, all such interests were accounted on accrual basis due to which the profit for the year has increased by Rs. 7,33,583/-.

3. During the year, the Company has taken loan of $ 30,00,000 as External Commercial Borrowings (ECB). The increase in loan liability due to foreign exchange fluctuation till 31st March, 1998 amounted to Rs. 1,09,35,000/-. The same has been charged to Profit and Loss Account.

4. Loans and advances include an amount of Rs. 1,25,81,645/- due from M/s. Soft Skin Exports Pvt. Ltd. The recovery of this loan is doubtful. No provision for the same has been made in the accounts.


Mar 31, 1997

Employees' Retirement and other Benefits: The Company's contributions to Provident Fund and Superannuation Fund are charged to Profit and Loss Account.

The Company's contribution to Gratuity Fund is towards premium on LIC's Policy taken by the Trustees of the Fund to cover the gratuity liability. The Company is liable to make further contribution in case funds in the hands of the Trustees are not sufficient to meet the claims of the employees.

The liability on account of leave encashment is not ascertained or provided for on the Balance Sheet date.


Mar 31, 1996

Contingent Liabilities not provided for: Outstanding Performance Guarantees given by banks Rs.33,22,79,383/- (PY.Rs.23,26,22.000/-).

Bills discounted with banks and outstanding are Rs.2,67,98,829/ (PY.Rs.2,26,778/-).

During the year, M.P State Government Subsidy of Rs.15,00,000/- was received on account of new factory established in Raipur (M.P). The amount received is credited to Deferred Government Grant Account and income of Rs.1,43,130/- is accounted therefrom in the current year.

Dividend includes Rs.1,50,000/- received from subsidiary company, viz: JSL Finance Ltd. The amount of exchange difference (Net) between the values booked as on 31st March, 1996 and the values as on the date of shipments works out to a surplus of Rs.3,15,103/- on deferred terms of contracts in respect of Imports and Exports.

The amount of exchange difference (Net) adjusted in the carrying cost of fixed assets during the year works out to a deficit of Rs. 14.59,513/-.

The Company's contribution to the Gratuity Fund is towards premium on LIC's policy taken by the Trustees the Fund to cover the gratuity liability. The Company is liable to make further contribution in case funds in the hands of the Trustees are not sufficient to meet the claims of the employees.

The total amount of Managerial Remuneration paid to Managing Director and Whole-Time Director is Rs.13,22,446/- (PY Rs. 5,85,266/-) which is inclusive of perquisites of Rs. 2,30,446/- (PY Rs. 1,23,266/-). Interest received on allotment money, interest on Fixed Deposits with bankers and interest on Investments in SBI/IDBI Bonds is accounted for as and when received.

Excise Duty, Customs Duty & Octroi are accounted for as and when paid. Similarly bonus to employees is accounted at the time of payment.


Mar 31, 1995

The Company's contribution to the Gratuity Fund is towards premium on LIC's policy taken by the trustees of the fund to cover the Gratuity Liability. The company is liable to make further contribution in case funds in the hands of the trustees are not sufficient to meet the actual claims of the employees.

The total amount of Managerial Remuneration paid to Managing Director and Whole Time Director is Rs.5,85,266/- (P.Y. Rs.4,93,2471-) which is inclusive of perquisites of Rs.1,23,266/- (P.Y. Rs.1 18,847/-).

Interest received on calls-in-arrears(allotment), Interest on Fixed Deposits with bankers and Interest on Investments in SBI/IDBI Bonds are accounted for as and when received.

Bonus Shares are allotted even on those shares on which calls are pending. However, such share certificates have not been forwarded to respective Shareholders.


Mar 31, 1994

Not Available.


Mar 31, 1993

1. The Company's contribution to the Gratuity Fund is towards premium on LIC's policy taken by the trustees of the fund to cover the Gratuity Liability. The Company is Liable to make further contributions in case funds in the hands of the trustees are not sufficient to meet the actual claims of the employees.

2. Interest receivable on calls-in-arrears (allotment) and Interest on Fixed Deposits with bankers are accounted for as and when received.

3. Excess Depreciation of Rs. 6,44,187/- on Plant & Machinery and Rs. 15,135/- on Vehicles charged in earlier years has been written back during the year.

4. Sundry Debtors: Disturbed conditions in the State in December, 92/January, 93, adversely affected the company's despatches and sales in those two months. The deficit was more or less made up in February and March, 1993. But the payments for February and March, 1993 sales remained outstanding with the clients at the end of the year causing the sundry debtors to be high.

5. Sundry Creditors: The raw material for Iran order was purchased with short term credit from the suppliers. This, and the credit purchase of bought out components caused the sundry creditors to be high at the end of the year.


Mar 31, 1992

1. The Company's contribution to the Gratuity Fund is towards premium on LIC's policy taken by the trustees of the fund to cover the Gratuity Liability. The Company is Liable to make further contribution sin case of funds in the hands of the trustees are not sufficient to meet the actual claims of the employees.

2. The total amount of Managerial Remuneration paid to Managing Director and whole time Director is Rs. 3,03,769 which is inclusive of perquisites of Rs. 69,469.

3. Interest receivables on calls-in-arreas(allotment) and Interest on Fixed Seposits with bankers are accounted for as and when received.


Mar 31, 1991

Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs NIL (Previous Year Rs 65,61,164) Advance paid Rs NIL (Previous Year Rs 11,08,000).

The Company;s contribution to the Gratuity fund is towards premium on LIC's Policy taken by the Trustees of the Fund to cover the Gratuity Liability. The Company is liable to make further contributions in case funds in the hands of the Trustees are not sufficient to meet the actual claims of the employees.

Interest receivable on calls-in-arrears (allotment) and Interest on Fixed Deposits with bankers are accounted for as and when received.


Mar 31, 1990

1. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs 65,61,164 Advance paid Rs 11,08,000.

2. The Company;s contribution to the Gratuity fund is towards premium on LIC's Policy taken by the Trustees of the Fund to cover the Gratuity Liability. The Company is liable to make further contributions in case funds in the hands of the Trustees are not sufficient to meet the actual claims of the employees.

3.Interest receivable on calls-in-arrears (allotment) will be accounted for as and when received.

4. The total amount of managerial Remuneration paid to Managing Director and Whole time Director is Rs. 2,37,305 which is inclusive of Rs. 35,165.

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