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Notes to Accounts of Jyoti Ltd.

Mar 31, 2015

1 The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

2 As required by Accounting Standards - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have taken place during the year

(a) Subsidiary Companies : -

(b) Associate Companies : JSL Industries Ltd.

: Insutech Industries Ltd.

: Navrachana Educational Resources Ltd.

(c) Joint Venture : Jyoti Sohar Switchgear L.L.C.,Oman

(d) Key Management Personnel :

Chairman & Managing Director - Mr. Rahul Nanubhai Amin Non-Executive Director - Mrs. Tejal Rahul Amin*

3 (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/confirmation. The Management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Company, Current Assets and Non-Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

4 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2015, except Dividend amounting to Rs, 2.00 lakhs, which is subjudice.

5 During the last Financial Year, the Banks have implemented CDR Package involving Restructuring of their Loans, reduction in Interest Cost, making available need based Working Capital Facilities and Term Loans to support the Company's operations. The Management continues to strive for reduction in operating and administrative costs, making intensive drive for collection of receivables, improving order inflows with higher margins and better cash flows, etc. to improve the Company's operations and future cash flows to revive the Company.

6 As per CDR Guidelines, Promoters have brought necessary contribution amounting to Rs, 1980.00 lakhs by way of Share Application Money which is under the process of conversion into Share Capital subject to approval of Shareholders and appropriate authorities.

7 As on 31st March, 2015 the accumulated losses of the Company are Rs, 25353.04 lakhs, which exceeded its net worth. Accordingly during the year, the Company was registered with the Board for Industrial and Financial Reconstruction (BIFR) under Section 15(1) of the Sick Industrial Companies (Special Provisions)Act, 1985 (SICA), for determination of measures for its rehabilitation. The Company has already initiated the process of declaring itself as a Sick Company.

Despite the continued losses, total erosion of the Net Worth and Liquidity constraint, the Management believes that considering the change in overall industrial outlook, current performance and trends of the Company swell as efforts put in for cost reduction and collection from receivables and measures initiated by the Company for rehabilitation through BIFR, the Management is optimistic of the future and therefore, the Financial Statements have been prepared by the Management on a 'Going Concern' basis. No adjustment is considered necessary to the recorded assets, recorded liabilities, contingent liabilities and other commitments for the reasons and perception of the Management.

8 On account of slowdown in the economy and various projects in power and water segments being put on hold, the execution and resultant realization of receivables in many projects have been delayed. The Company has, therefore, provided for bad and doubtful trade receivables and other advances to the extent of Rs, 1559.17 lakhs as per current assessment. The Management is very hope full of recovery of balance amounts in view of expected improvement in the business environment and further improvement in pace of execution of various projects as well as finalization of new orders.

9 The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables. There is no outstanding position and exposure as on 31st March, 2015.

As on 31st March, 2015, the overdue amount on account of interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Installment of Funded Interest Term Loan was Rs, 1853.48 lakhs (since paid Rs, 1282.46 lakhs).

10 Pursuant to the enactment of the Companies Act, 2013, the Company has applied the estimated useful lives as specified in Schedule II. Accordingly, the carrying amount of the assets is depreciated over the revised remaining useful life of the assets. In case of assets where the useful life has already expired as at 1st April, 2014, the difference between the carrying amount and the residual value, amounting toRs, 103.09 lakhs (net of deferred tax), has-been adjusted in the opening balance of the Profit and Loss Account.

11 In the Annual General Meeting held on 22nd September, 2014, the Audited Financial Statements for the year ended on 31st March, 2014, have not been adopted by the Shareholders as votes cast against were more than votes cast in favor of the resolution and the Annual General Meeting was adjourned sine die for adoption of Audited Financial Statements in compliance with Section 137 of the Companies Act, 2013.

However, the Company has prepared Audited Financial Statements, on the basis of the audited closing balance of the previous year as the opening balance for the current financial year 2014-15.

12 In the Annual General Meeting held on 22nd September, 2014, the ordinary resolution for re-appointment of Auditors of the Company for the Financial Year ending 31st March, 2015 to 31st March, 2017, was not passed as votes cast against were more than votes cast in favors of the resolution.

However, based on the legal opinion obtained by the Company from the prominent practicing company secretaries, the present statutory auditors continue to be the auditors of the Company, as per the provisions of Section 139(10) of the Companies Act, 2013.

13 The Board of Directors of the Company have taken up for consideration availing of a financial package for rehabilitation. Such a package, it is believed, will alleviate the current resource crunch and help the Company to achieve robust financial health. In view of this, the Company is of the view that aggregate carried forward and current year financial losses and depreciation would enable availing of tax permissible set off. Based on this understanding, the Board of Directors is of the view that a deferred tax asset of Rs, 4789 lakhs is available to the Company. The Board of Directors believes the Company has intrinsic strengths to make use of such an asset against the profits that would be generated out of business operations. As a prudent accounting policy, the said Deferred Tax Asset of Rs, 4789 lakhs has not been recognized in the books of account.

14 The figures of previous year are regrouped / rearranged wherever necessary. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Seventy First Annual General Meeting of the company, to be held on the 10th day of December, 2015 at 9.00 a.m. at Registered Office of the Company situated at NanubhaiAmin Marg, Industrial Area, P.O. Chemical Industries, Vadodara – 390 003 and at any adjournment thereof in respect of such resolutions as are indicated below :

Resolution No.:

1 Adoption of Financial Statements - To receive, consider and adopt the Financial Statements of the Company for the financial year ended on 31st March, 2015, including the audited Balance Sheet as at 31st March, 2015, the Statement of Profitand Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

2 Re-appointment of Shri U. V. Desai (DIN: 00236530), who retires by rotation and being eligible, offers himself for re-appointment.

3 Appointment of Statutory Auditors - To appoint Statutory Auditors of the Company to hold office fromthe conclusion of this Annual General Meeting until the conclusion of the second consecutive Annual General Meeting and to fix their remuneration.

4 Appointment of Shri Tushar Dayal (DIN: 01055037) as an Independent Director.

5 Appointment of Shri V.K. Gulati (DIN: 02127750) as an Independent Director.

6 Appointment of Shri Shrikar Bhattbhatt (DIN: 00144208) as an Independent Director.

7 Appointment of Dr. Rajesh Khajuria (DIN: 06980213) as an Independent Director.

8 Appointment of Shri Marut Patel (DIN: 06980022) as Director.

9 Appointment of Smt. Tejal Amin (DIN: 00169860) as Director.

10 Approval of Remuneration of Cost Auditors of the Company.

11 Special Resolution under Section 180 (1) (a) of the Companies Act, 2013 for Creation of mortgage / charge for Borrowings / Financial Assistance availed.

12 Special Resolution for adoption of newest of Articles of Association of the Company as per the Companies Act, 2013.


Mar 31, 2014

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution / repayment of all creditors. The distribution will be in proportion to the number of equity shares held by the shareholders.

2013-14 2012-13 (Rs. lakhs) (Rs. lakhs)

2. Estimated value of Capital contracts yet to be executed and not provided 770.89 929.99

3. Contingent liability to the extent not provided for :

- Bills/Cheques discounted with scheduled banks 763.80 4393.45

- Income Tax 50.61 111.11

- Service Tax / Excise Duty 15.94 15.56

- Compensation payable on bank sacrifice under 451.20 - CDR Scheme

- Claims against the Company/ disputed liabilities not 209.75 - acknowledged as debts

4. An amount of Rs. 3.31 lakhs representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Statement of Profit and Loss.

5. Net Loss on account of foreign exchange fluctuation Rs. 227.46 lakhs (Previous Year Rs. 63.59 lakhs) has been accounted for in the Statement of Profit & Loss.

As per requirement of Section 22 of Micro, Small & Medium Enterprises Development Act, 2006 following information is disclosed to the extent identifiable:-

6. Disclosures for defined benefit plans based on actuarial reports as on 31st March, 2014

7. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

8. As required by Accounting Standard AS - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have taken place during the year

(a) Subsidiary Companies : —

(b) Associate Companies : JSL Industries Ltd.

: Insutech Industries Ltd.

: Navrachana Educational Resources Ltd.

(c) Joint Venture : Jyoti Sohar Switchgear L.L.C.,Oman

(d) Key Management Personnel :

Chairman & Managing Director - Mr. Rahul Nanubhai Amin Wholetime Director - Ms. Shubhalakshmi Rahul Amin*

Non-Executive Director - Mrs. Tejal Rahul Amin

9. Net Deferred Tax Asset / Liability of Rs. 354.97 lakhs for the year on account of Employees benefits and Depreciation has been recognized to the Statement of Profit & Loss.

10. (a) Finance Lease Obligations :

The Company has acquired certain hardware, software etc under finance lease. Minimum lease payments outstanding as on 31st March 2014 in respect of these assets are as follows:

(b) Operating Lease Obligations :

(i) Where the Company is a Lessee :

The Company has taken various commercial premises under operating lease or leave and license agreements. Lease Payments are recognised in the Profit & Loss Account.

Rs. In lakhs Payable not later than one year 19.99

11. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/confirmation. The Management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Board, Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

12. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2014.

13. During the year ended 31.03.2014, the Banks have implemented CDR Package involving Restructuring of their Loans, reduction in Interest Cost, making available need based Working Capital Facilities and Term Loans to support the Company''s operations. The Management has already taken various actions, as mentioned hereunder, for reduction in operating costs, making intensive drive for collection of receivables, improving order inflows with higher margins and better cash flows, etc. to improve the Company''s operations and future cash flows to revive the Company and to meet these obligations:- A. The employees'' cost has been reduced substantially by rationalizing of manpower and by taking other measures.

B. The other overheads such as travelling, publicity, stationery, postage, etc have also been reduced by exercising tight control.

C. The Company has also geared up collection drive by continuous monitoring which has resulted in receiving from old outstandings large amounts from various customers including more than Rs. 25 crores from a single party from Karnataka State, which was stuck up for last about 15 months. The exercise is continued to get better collections which would provide further liquidity to meet the operational requirements of the Company. This will result in reduction in finance costs in the current year.

D. All capital expenditure has been postponed barring absolutely necessary operational requirements.

E. Efforts are on for reducing the material costs in every possible manner. For major projects, materials are planned on the concept of As-Late-As-Possible to avoid unnecessary blocking of funds in the materials.

14. As per CDR Guidelines, Promoters have brought necessary contribution amounting to Rs. 1980 lakhs by way of Share Application Money which is under the process of conversion into Share Capital subject to Shareholders'' approval.

15. As on March 31, 2014 the accumulated losses of the Company are Rs. 13,895.51 lakhs, which exceeded its net worth. Accordingly the Company, in compliance with the provisions of section 15(1) of Sick Industrial Companies (Special Provision) Act, 1985 will make a reference to Board of Industrial and Financial Reconstruction (BIFR) in due course. The Company''s operations were adversely affected during the year due to slow down in the Economy, adverse Govt. policies and higher Raw Material Cost. Further, considering the change in scenario, recent performance and trends of the Company as well as overall industry outlook, the Management believes that losses incurred in the past would reasonably be made good, in due course. The financial statements, as such have been prepared on a going concern basis on the strength of Management''s plan of revival including reorganization of business.

16. On account of slowdown in the economy and various projects in power and water segments being put on hold, the execution and resultant realization of receivables in many projects have been delayed. The Company has, therefore, provided for bad and doubtful trade receivables and other advances to the extent of Rs. 2338.44 lakhs as per current assessment. The Management is very hopeful of recovery of balance amounts in view of expected improvement in the business environment and further improvement in pace of execution of various projects as well as finalization of new orders.

17. The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables.

The outstanding position and exposure as on 31st March, 2014 is Rs. NIL.

18. The figures of previous year are regrouped / rearranged wherever necessary.


Mar 31, 2013

1. Contingent liability to the extent not provided for :

- Bills/Cheques discounted with scheduled banks 4393.45 1802.04

- Income Tax 111.11 141.68

- Service Tax 15.56 14.70

2. An amount of Rs. 8.38 lakhs representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Statement of Profit and Loss.

3. Net Loss on account of foreign exchange fluctuation Rs. 63.59 lakhs (Previous Year Net Loss Rs. 64.45 lakhs) has been accounted for in the Profit & Loss Account.

4. Based on information / documents available with the Company, Sundry Creditors include :

5. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS - 17).

6. As required by Accounting Standard AS - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have taken place during the year

(a) Subsidiaries Company : —

(b) Associate Companies : JSL Industries Ltd.

: Insutech Industries Ltd

(c) Joint Venture : Jyoti Sohar Switchgear L.L.C.

(d) Key Management Personnel :

Chairman & Managing Director - Mr. Rahul Nanubhai Amin Wholetime Director - Ms. Shubhalakshmi Rahul Amin

Non-Executive Director - Mrs. Tejal Rahul Amin

7. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation. The management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Board, Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2013.

9. During the year ended 31.03.2013, the Company has incurred Cash loss of Rs. 2766.41 lakhs. Secondly, there were liabilities to banks for Buyer''s Credit aggregating to Rs. 3703.37 lakhs, which remained unpaid on 31.03.2013, out of which the Company has already paid Rs. 277.43 lakhs. The Management has already taken various actions for operating cost reduction, improving order inflow, making intensive drive for collection of receivables, etc. to improve the Company''s future cash flow to meet these obligations. It has also proposed to the banks to restructure loan repayments and to provide other supportive measures, preferably under Corporate Debt Restructuring (CDR) mechanism so that the Company can have further flexibility to manage its future cash flow in much better manner.

Accordingly, these financial statements have been prepared on a Going Concern basis and no adjustments are considered necessary.

10. The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables.

The outstanding position and exposure as on 31st March, 2013 is NIL.

11. The figures of previous year are regrouped / rearranged wherever necessary.


Mar 31, 2012

Note :

The above includes:

1) 6,25,000 Shares alloted as fully paid-up Bonus shares by Capitalisation of General Reserve (1,25,000 Bonus shares were issued in 1969 and 5,00,000 issued in 1976-77)

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution / repayment of all creditors. The distribution will be in proportion to the number of equity shares held by the shareholders. The company declares dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. For the year ended on 31st March 2012, an amount of Rs. 1 of dividend per equity share was proposed for the equity shareholders (P.Y. Rs. 1.20 per equity share)

Notes :-

1) a) The term loans and cash credit facilities carry interest @ 13% to 14.25% p.a.

b) The term loans, cash credit facilities, interest accrued and due thereon and non-fund based facilities are secured by a first charge created in favors of consortium banks, on the stocks of raw materials, semi finished and finished goods, consumable stores and spares, bills receivables and book debts, furniture, fixtures, office equipments and all other movable and immovable properties, (except those created in favour of Technology Development Board), both present and future, of the company situated at Kasba, Dist. Vadodara, Gorwa, Dist. Vadodara, Mogar, Dist. Anand and Moje Sama in registration District and Sub-District of Vadodara, all in the State of Gujarat.

2) The term loan from Technology Development Board carries interest @ 5% and is secured by first charge on the assets created for Wind Turbine Project both, present and future.

3) Further, these facilities are also secured by the personal guarantee of Promoter Directors.

4) Please refer note 17(18) for repayment schedule.

Notes:

1) Vehicles include gross value of Rs. 270.94 lakhs and Plant & Machinery includes gross value of Rs. 741.80 lakhs purchased under hire purchase arrangements & lease finance.

2) See Note No. 17(C) (vi) for impairment of Rs. 9.81 lakhs (Previous Year Rs. 6.80 lakhs)

3. An amount of Rs. 8,38,462 representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Statement of Profit and Loss.

4. Net Loss on account of foreign exchange fluctuation Rs. 64.45 lakhs (Previous Year Net Gain Rs. 10.39 lakhs) has been accounted for in the Profit & Loss Account.

5. Based on information / documents available with the Company, Sundry Creditors include :

As per requirement of Section 22 of Micro, Small & Medium Enterprises Development Act,2006 following information is disclosed to the extent identifiable.

6. The Company is engaged in manufacturing of engineering goods only and, therefore, there is only one reportable segment in accordance with Accounting Standard (AS 17).

7. As required by Accounting Standard AS - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

8. Net Deferred Tax Asset / Liability of Rs. 281.52 lakhs for the year on account of Leave Pay, Gratuity, Super Annotation, VRS and Depreciation has been recognized to the Statement of Profit & Loss.

9. (a) The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation. The management does not expect any material difference affecting the financial statements on reconciliation.

(b) In the opinion of the Board, Current Assets, Loans and Advances have values on realization in the ordinary course of business at least equal to the amount at which they are stated.

10. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March, 2012.

11. The Company has forfeited 5,30,000 No. of Equity Warrants @ Rs. 20.75 (25% of warrant price) aggregating to Rs. 1,09,97,500 due to non-exercising of warrants by warrant holders and the same amount transferred to Capital Reserve.

12. In reference with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under Income Tax Act, 1961, during the year the amount of Rs. 225.60 lakhs has been recognized against the MAT provision.

MAT Credit Entitlement is recognized as Asset under the head "Loans and Advances". Hence, in the Statement of Profit and Loss, the Current Tax is reflected as under:

Current Tax (MAT Provision) Rs. 225.60 lakhs

Less : MAT Credit Entitlement Rs. 225.60 lakhs

Net Current Tax Expens -

13. The Company enters into Forward Exchange Contracts, being derivative instruments, which are not intended for trading or speculative purpose, but for hedging purposes, to establish the amount of reporting currency required or available at the date of settlement of certain payables and receivables.

14. The Company has earlier got sanctioned Loan of Rs. 10.00 crores from the Technology Development Board (TDB) at concessional rate of 5% for the project of Design and Development of 850 kw Wind Energy Converter System. Since the project is under progress and the Company has only drawn loan up to Rs. 2.50 crores, the Company has requested TDB to extend project completion date along with relevant loan re-payment schedule, which proposal is under active consideration by TDB.

15. During the year ended 31st March, 2012 the Revised Schedule VI notified under the Companies Act, 1956 has become applicable to the Company for preparation and presentation of its financial statements. The adoption of Revised schedule VI does not impact recombination and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The company has also reclassified the previous year's figures in accordance with the requirements applicable in the current year. In view of this reclassification, certain figures of current year are not strictly comparable with those of the previous year.

Notes : i) Previous year figures are regrouped wherever necessary.

ii) Figures in brackets indicate negative figures.


Mar 31, 2010

1. An amount of Rs. 8,38,462 representing difference between Depreciation on Revalued Assets and on original cost of assets is transferred from Revaluation Reserve to Profit and Loss Account.

2. In respect of Income Tax Assessments for earlier years, the Company has preferred appeals against the relevant demands which are pending before the Appellate Authorities. The company expects no liability on this account.

3. Net Gain on account of foreign exchange fluctuation Rs. 2,95,453 (Previous Year Loss Rs. 20,89,235) have been accounted for in the Profit and Loss Account.

4. The Company is engaged in manufacturing of engineering goods only and therefore there is only one reportable segment in accordance with Accounting Standard (AS 17).

5. As required by Accounting Standard (AS) - 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Parties with whom transactions have been taken place during the year

(a) Subsidiaries Company : -

(b) Associate Companies/Firm : JSL Industries Ltd.

Insutech Industries Pvt. Ltd (Formerly Insutech Industries)

(c) Joint Venture : Jyoti Sonar Switchgear LLC.

(d) Key Management Personnel

Chairman & Managing Director - Mr. Rahul Nanubhai Amin

Wholetime Director - Ms. Keki Rambhai Patel

Non-Executive Director - Smt. Tejal Rahul Amin

6. Interest and Financial charges include recompense amount of Rs. 538.82 lacs paid / payable to Consortium of Banks under Corporate Debt Restructuring (CDR) Mechanism, for the Company to exit from CDR. Final adjustments required, if any, will be made on approval by the CDR Empowered Group.

7. (a) The accounts of Debtors, Creditors and Advances are subject to confirmation / reconciliation.

The management does not expect any material difference affecting the financial statements on reconciliation / adjustments.

(b) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated.

8. Excise duty on finished goods stock has been accounted / included in the profit and loss account under the head Consumption of Raw Materials, Components and Others.

9. The figures of previous year are regrouped / rearranged wherever necessary.

 
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