Mar 31, 2025
D) Terms / rights attached to Equity Shareholders:
The company has one class of equity shares having a par value of '' 1/- per share. Each shareholder is eligible for one vote per share held. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the assets of the company remaining after distribution of all preferential amounts in proportion of their shareholding.
E) Terms / rights attached to Preference Shareholders:
The Preference Shares have a face value of '' 1 per Preference Share.
The Preference Shares are non-cumulative in nature and non-convertible.
The Preference Shares holders have a right to a fixed preferential dividend of 2% per annum in priority to the dividend, if any, payable to equity shares subject to deduction of taxes at source if applicable. The Preference Shares shall not be entitled to participate in any profits in addition to the coupon rate mentioned above.
The holder of Preference Share shall have the right to vote in accordance with Section 47 of the Companies Act, 2013.
The Redemption of Preference shares shall be as per following terms:
i. '' 6 Crore shall be redeemed on 31st March of every year commencing from 31st March 2025 till 31st March 2033
ii. In the interim period between 31st March 2025 to 31st March 2033, in case of sale of any capital asset, being investment property or property, plant and equipment (as disclosed in the PPE Schedule), as held by the Transferor Companies and Transferee Company, upto 75% of such realisation proceeds (net of taxes, as applicable) shall be utilised towards redemption of the preference shares, subject to provisions of the Companies Act, 2013. This clause is applicable only if the realisation proceeds on sale of capital asset (net of taxes, as applicable) exceeds '' 3.5 Crores in the given financial years.
iii. The balance amount, if any, after giving effect to clause (i) and (ii) above, if any, shall be redeemed by the Company on 31st March 2034, as a final redemption of the preference shares.
iv. In the event of winding up of the Transferee Company, the holders of Preference Shares shall have a right to receive repayment of the capital paid-up and arrears of dividend, whether declared or not, up to the commencement of winding up, in priority to any payment of capital on the equity shares out of the surplus of the Transferee Company but shall not have any further right to participate in the profits or assets of the Transferee Company.
|
Note : 31 Contingent Liabilities |
As at 31.03.2025 As at 31.03.2024 |
|
Penalty on Disputed Service Tax demand Other claims against the Company not acknowledged as debts |
14.56* -194.29** - |
*Most of the issues of litigation pertaining to Central Excise/Income Tax are based on interpretation of the respective Law & Rules thereunder. Management has been opined by its tax consultant that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities which supports its contention. As such no material impact on the financials of the Company is envisaged.
**Other matter is related to stamp duty liability and penalty on same, adjudicated by Superintendent of Stamps, Gandhinagar in respect of old amalgamation matter for which management is reasonably confident of their positive outcome for nil liability.
Note : 32 Segment Information Note 32.1 Primary Segments :32.1 (a) Segment description :
Operating segments are reported in a manner consistent with the internal reporting provided to the Chairman and Managing Director who are responsible for allocating resources to and assessing the performance of operating segments. The Company had commenced new line of business activity in Inkjet Printers with effect from November, 2024. Accordingly, the Company has reported following business segments as primary segments as per the Ind AS 108, ''Operating Segments'':
a) Colorants & Chemicals segment, which consists of manufacturing and trading of Dyestuffs, Digital ink,Textiles auxilliaries, Pigments, Pigment dispersion.
b) Inkjet Printers segment, which consists trading of Inkjet printers for digital printing.
32.1 (b) Segment accounting policies:
In addition to the significant accounting policies applicable to the business segments as set out in note 2 above, the accounting policies in relation to segment accounting are as under:
i. Segment revenue and expenses:
Segment revenue and expenses include the respective amounts identifiable to each of the segments. Unallocable items in segment results include income from bank deposits, dividend, profit on sale of investments, rent received and corporate expenses.
ii. Segment assets and liabilities:
Segment assets include all operating assets used by a segment and consist principally of trade receivables, inventories and advance to vendors which are reported as direct off sets in the balance sheet. Segment liabilities include all operating liabilities and consists principally of creditors and accrued liabilities. The measurement of each segment''s revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the Company''s financial statements.
Terms and Condition of Transaction with Related Party
The Transaction with related parties are made on terms equivalents to those that prevail in arm''s length transactions. Outstanding balance at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31st March, 2025, the company has not recorded any impairment of receviables related to amount owned by related parties. This assessment is undertaken each financial year through examing the financial position of the related party and the market in which the related party operates.
Business Combination under Common Control
Amalgamation of Jaysynth Dyestuff (India) Limited, Jaysynth Impex Private Limited with the company
The Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") was sanctioned by the Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT) vide order dated 17th April, 2024. The Scheme became effective on 03rd May, 2024 upon filing of the certified copy of the order passed by NCLT with the Registrar of Companies. The Appointed date of the Scheme was 1st April, 2023 and in terms of the Scheme all the assets, liabilities, reserves and surplus of the Transferor Companies have been transferred to and vested in the Transferee Company during the previous year.
Consequent on the Scheme coming into effect and in accordance with the Share Exchange ratio as provided in the Scheme, on 21st May, 2024, the Company has considered and approved allotment of 12,16,55,800 fully paid up Equity Shares of '' 1/- each to the eligible shareholders of erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Noncumulative Non-participating Preference Shares of '' 1/- each to the eligible shareholders of erstwhile Jaysynth Impex Private Limited.
Accordingly, the Company has alloted the aforesaid shares to the eligible shareholders as on the ''Record Date'' fixed for the said purpose.
Note 38 : Additional disclosure under the regulatory requirements:
a) In the opinion of the Board and to the best of their knowledge and belief, the realisable value of current assets, loans and advances in the ordinary course of business would not be less than the amount, at which they are stated in the Balance Sheet unless otherwise stated, and the provision for all known and determined liabilities is adequate and not in excess of the amount reasonably required.
d) Transaction with Struck off Companies:
The Company has reviewed transactions to identify if there are any transactions with struck off companies. To the extent information is available on struck off companies, there are no transactions with struck off companies.
e) Title deeds of leased assets held in the name of the Company:
The title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at balance sheet date.
f) The Company has used funds borrowed for the specific purposes only for the purposes which it has been borrowed.
g) With reference to Schedule 18 - Borrowings of financial statements for the year ended March 31,2025, we confirm that all charges created / satisfied during FY 2024-25 have been registered with the Ministry of Corporate Affairs.
( '' IM idKMS)
h) The Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
i) No proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and rules made thereunder.
j) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
k) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
l) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017
m) During the year under review, the Company had allotted 12,16,55,800 fully paid up Equity Shares of INR 1/- each to eligible shareholders of Erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible NonCumulative Non-Participating Preference shares of INR 1/- each to eligible shareholders of Erstwhile Jaysynth Impex Private Limited, pursuant to Composite Scheme of Arrangement (''Scheme'') sanctioned by the Hon''ble National Company Law Tribunal, Mumbai Bench vide its order dated 17th April, 2024. The Trading approval for dealing in the aforesaid Equity shares allotted was received from BSE w.e.f. 10th July, 2024.Further, Pursuant to the Scheme the name of the Company changed from ''JD Orgochem Limited'' to ''Jaysynth Orgochem Limited'' with effect from 03rd July, 2024.
n) The Company has effected alterations to the main object clause and other incidental object clause of the Memorandum of Association ("MOA") through special resolution passed through Postal Ballot dated 16th August, 2024 to include activities to be undertaken by the Company from time to time. Subsequent to this, the Company is commencing trading activities in Digital Printing Solutions as an additional business activity to its current business activity of Dyes, Dyes intermediates, Auxiliaries, Pigments, Pigments dispersion and Inks for digital printing. Accordingly, the Company has identified two operating segments i.e. Colorants & Chemicals and Inkjet Printers in accordance with the Indian Accounting Standard (''IND AS'') 108 on Operating Segments. The Company had commenced new line of business activity in Inkjet Printers with effect from November 2024.
o) Previous year''s figures have been regrouped / reclassified, wherever necessary to confirm to the current year presentation.
Mar 31, 2024
D) Terms / right attached to Equity Shareholders:
The company has one class of equity shares having a par value of '' 1/- per share. Each shareholder is eligible for one vote per share held. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the assets of the company remaining after distribution of all preferential amounts in proportion of their shareholding.
E) Terms / right attached to Preference Shareholders:
The Preference Shares have a face value of '' 1 (Rupee One) per Preference Share The Preference Shares are non-cumulative in nature and non-convertible
The Preference Shares holders have a right to a fixed preferential dividend of 2% per annum in priority to the dividend, if any, payable to equity shares subject to deduction of taxes at source if applicable. The Preference Shares shall not be entitled to participate in any profits in addition to the coupon rate mentioned above.
The holder of Preference Share shall have the right to vote in accordance with Section 47 of the Companies Act, 2013.
The Redemption of Preference shares shall be as per following terms:
i. '' 6 Crore shall be redeemed on 31st March of every year commencing from 31st March 2025 till 31st March 2033
ii. In the interim period between 31st March 2025 to 31st March 2033, in case of sale of any capital asset, being investment property or property, plant and equipment (as disclosed in the PPE Schedule), as held by the Transferor Companies and Transferee Company, upto 75% of such realisation proceeds (net of taxes, as applicable) shall be utilised towards redemption of the preference shares, subject to provisions of the Companies Act, 2013. This clause is applicable only if the realisation proceeds on sale of capital asset (net of taxes, as applicable) exceeds '' 3.5 Crores in the given financial years.
iii. The balance amount, if any, after giving effect to clause (i) and (ii) above, if any, shall be redeemed by the Company on 31st March 2034, as a final redemption of the preference shares.
iv. In the event of winding up of the Transferee Company, the holders of Preference Shares shall have a right to receive repayment of the capital paid-up and arrears of dividend, whether declared or not, up to the commencement of winding up, in priority to any payment of capital on the equity shares out of the surplus of the Transferee Company but shall not have any further right to participate in the profits or assets of the Transferee Company
* During the year under review, the provisions of Section 135 of the Act relating to Corporate Social Responsibility were not applicable to the Company as the Company does not fall under the criteria as specified under Section 135(1) of the Act.
However, pursuant to the Scheme, the contribution made towards CSR activities by Erstwhile Jaysynth Dyestuff (India) Limited (''15.80 Lakhs) and Erstwhile Jaysynth Impex Private Limited (''14.00 Lakhs) aggregating to ''29.80 Lakhs in accordance with the provisions of the Act have been disclosed by the Company.
Most of the issues of litigation pertaining to Central Excise/Income Tax are based on interpretation of the respective Law & Rules thereunder. Management has been opined by its tax consultant that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities which supports its contention. As such no material impact on the financials of the Company is envisaged.
*Note : The Related Party Transactions includes transactions entered with related parties of Erstwhile Jaysynth Dyestuff (India) Limited and Erstwhile Jaysynth Impex Private Limited, which stands amalgamated with the company.
Terms and Condition of Transaction with Related Party
The Transaction with related parties are made on terms equivalents to those that prevail in arm''s length transactions. Outstanding balance at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31st March, 2024, the company has not recorded any impairment of receviables related to amount owned by related parties. This assessment is undertaken each financial year through examing the financial position of the related party and the market in which the related party operates.
NOTE 35 : Business Combination
Business Combination under Common Control
Amalgamation of Jaysynth Dyestuff (India) Limited, Jaysynth Impex Private Limited with the company
The Board of Directors of the Company at its meeting held on Tuesday, 24th January, 2023 had considered and approved the Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and JD Orgochem Limited ("Transferee Company") and their respective shareholders and creditors, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme").
The Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") was sanctioned by the Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT) vide order dated 17th April, 2024. The Scheme has become effective on 03rd May, 2024 upon filing of the certified copy of the order passed by NCLT with the Registrar of Companies. The Appointed date of the Scheme is 1st April, 2023. In terms of the Scheme all the assets, liabilities, reserves and surplus of the Transferor Companies have been transferred to and vested in the Transferee Company.
Consequent on the Scheme coming into effect and in accordance with the Share Exchange ratio as provided in the Scheme, on 21st May, 2024, the Company has considered and approved allotment of 12,16,55,800 fully paid up Equity Shares of '' 1/- each to the eligible shareholders of erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Noncumulative Non-participating Preference Shares of '' 1/- each to the eligible shareholders of erstwhile Jaysynth Impex Private Limited. Accordingly, the Company shall allot the aforesaid shares to the eligible shareholders as on the ''Record Date'' fixed for the said purpose.
1 Amalgamation of the Transferor Companies with the Transferee Company is accounted in the books of the Transferee Company for by way of as per "Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standard prescribed under Section 133 of the Act.
2 All the assets and liabilities of Transferor Companies are recorded in the financial statements of the Transferee Company at the carrying value as appearing in the financial statements of the Transferor Companies as on the Appointed Date.
3 The identity of the reserves pertaining to the Transferor Companies, are preserved and appear in the merged financial statements of Transferee Company in the same form in which they appeared in the financial statements of the Transferor Companies and it is aggregated with the corresponding balance appearing in the financial statements of the Transferee Company, as on the Appointed Date.
4 To the extent that there are inter-company loans, deposits, obligations, balances or other outstanding including any interest thereon, as between the Transferor Companies and the Transferee Company as the case may be, the obligations in respect thereof come to an end and there is no liability in that behalf and corresponding effect is given in the books of account and records of the Transferee Company for the reduction of such assets or liabilities as the case may be
5 The excess / deficit of the value of the assets over the value of liabilities of the Transferor Companies, pursuant to Amalgamation of the Transferor Companies with and into the Transferee Company, and as recorded in the books of account of the Transferee Company , after adjusting as above, are recorded as ''Capital Reserve'' in the books of the Transferee Company.
6 Notwithstanding anything to the contrary contained herein above, the Board of Directors of the Transferee Company, in consultation with its statutory auditors to account for any of these balances in any manner whatsoever, as may be deemed fit, in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountant of India and generally accepted accounting principles.
7 The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.
Guarantees given by banks on behalf of the Company for contractual obligations of the Company. 1.75 0.75
d) Transaction with Struck off Companies:
The Company has reviewed transactions to identify if there are any transactions with struck off companies. To the extent information is available on struck off companies, there are no transactions with struck off companies.
e) Title deeds of leased assets held in the name of the Company:
The title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at balance sheet date.
f) The Company has used funds borrowed for the specific purposes only for the purposes which it has been borrowed.
g) With reference to Schedule 18 - Borrowings of financial statements for the year ended March 31,2024, we confirm that all charges created / satisfied during FY 2023-24 have been registered with the Ministry of Corporate Affairs.
h) The Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
i) No proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and rules made thereunder.
j) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
k) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
l) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
m) The Board of Directors of the Company at its meeting held on Tuesday, 24th January, 2023 had considered and approved the Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and JD Orgochem Limited ("Transferee Company") and their respective shareholders and creditors, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). The Scheme, inter alia, provides for amalgamation by absorption of Transferor Companies with and into Transferee Company (with effect from Appointed date 0151 April, 2023) and in consideration thereof, the Transferee Company shall issue equity shares and preference shares to the shareholders of Transferor Company 1 and Transferor Company 2 respectively. The equity shares shall be listed on Bombay Stock Exchange Limited. The scheme is, inter alia, subject to receipt of the statutory and regulatory approvals, including approvals from stock exchange, National Company Law Tribunal, Mumbai Bench and the shareholders and creditors of the Companies involved in the Scheme and the Company is in the process of seeking the same.
n) Previous year''s figures have been regrouped / reclassified, wherever necessary to confirm to the current year presentation.
Mar 31, 2015
Note : 1 General Information
JD Orgochem Limited (the company) is headquarterd at
Mumbai,Maharashtra, India carries on the business of Manufacturing and
trading of dyes & dye intermediates.
Note : 2 The Company continues to prepare financial statements on going
concern basis even though the Company has accumulated losses and its
net worth has been fully eroded, as the management is confident of
reviving the Company and is making possible efforts to resume the
production/operations and also taking necessary steps for reducing the
cost.
3) Rights, Preferences and restrictions attached to shares
The company has one class of equity shares having a par value of Rs 1/-
per share. Each shareholder is eligible for one vote per share held.
The Dividend when proposed by the Board of Directors is subject to the
approval of the shareholders in the Annual General Meeting except in
case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the
company after distribution of all preferential amounts in proportion of
their shareholding.
C) The scheme of compromise & arrangement approved on June 20, 2008, by
Honorable High Court of Bombay envisage issue of fresh equity shares by
way of right issues of new 377 equity shares of Rs 1/- each for every
100 existing equity shares held by the Equity Shareholders, which is
pending.
4. a) The Zero Coupon Non Convertible Debentures (ZCD) shall be
redeemable at a premium of 50% in ten equal quarterly installment
commencing from June 30,2015 and ending on September 30, 2017.
b) The Zero Coupon Debentures (ZCD) has been secured by first paripassu
charge on all the existing asset of the company situated at Patalganga,
MIDC industrial area.
5. a) The Zero Coupon Loan (ZCL) is to be repaid in fifteen equal
quarterly installments commencing from June 30,2015 and ending on
December 31, 2018, in view of the revised terms for repayment agreed
upon.
b) The Zero Coupon loan (ZCL) shall be secured by first paripassu
charge on all the existing asset of the company situated at Patalganga,
MIDC industrial area and upon creation of such security, the existing
security/securities/existing personal guarantees of directors and
charges shall stand satisfied and released without any further act on
part of secured creditors.
c) All the guarantors of the company shall jointly and severally,
provide an irrevocable and unconditional guarantee cum shortfall
undertaking in favour of the Secured creditors for Zero Coupon Loan
(ZCL) to make good the shortfall, if any, in the event realisation to
Zero Coupon Loan(ZCL) from the sale of Patalganga factory is less than
the amount outstanding as payable.
6. Other Loan (Unsecured ) of Rs 916.80 Lacs shall be converted into
91,680,000 Equity shares of Rs 1/- each at par within 60 days of issue
of new shares under rights issue (which is pending) as per scheme of
compromise & restructuring sanctioned by High Court of Bombay and after
obtaining necessary approvals.
7. Employee Liabilities Payable includes dues payable to the workers
on account of retrenchment & retirements which were provided in the
accounts in earlier years on estimated basis. The litigation in the
matter is going on in the court. Therefore, final liability on this
account cannot be ascertained at this stage. Hence, adequacy of the
provision made in this regard in earlier years cannot be ascertained at
this stage.
8. Dues payable to the workers on account of retrenchment &
retirements were provided in the accounts in earlier years on estimated
basis. The litigation in the matter is going on in the court.
Therefore, final liability on this account cannot be ascertained at
this stage. Hence, adequacy of the provision made in this regard in
earlier years cannot be ascertained at this stage.
9. The Company is in the process of identifying suppliers falling
under the Micro, Small and Medium Enterprises Development Act, 2006.
However, no confirmation as regards to the status has been received by
the Company.
In the absence of information as regard to the status/ classification
of the relevant enterprises into Micro, Small and Medium Enterprises,
information as required under Notification No. G.S.R. 719 (E) dated
November 16, 2007 issued by the Department of Company Affairs in
respect of the total amount payable and amount of interest thereon paid
during the year and payable at the end of the year to the Sundry
Creditors could not be disclosed.
10. Advances of Rs17,800,000/- recoverable from Jaysynth Polychem Pvt.
Ltd. has been considered doubtful of recovery for which provision is
made in the accounts during the year ended March 31, 2014.
11. Defined Benefit Plans
The summarized position of post-employment benefits & long term
employee benefits recognized in the Profit & Loss Account and Balance
Sheet ( as per Accounting Standard 15) are as under :-
Note :12 Segment Information
a) Primary Segments :
The operation of the Company relates to one business segment i.e.
trading of Dyes and Pigments.
b) Secondary Segment :
Entire business operations relates to domestic market.
Note : 13 Related Parties Disclosure under Accounting Standard - 18
i) The list of related parties as identified by the management are as
under: Associates / Companies / Firms : -
i) Jaysynth Dyestuff (India) Ltd.
ii) Jaysynth (Europe) Ltd.
iii) Jaysynth Impex Ltd.
iv) Jaysynth Polychem Pvt. Ltd.
v) Shoorji Trikamdas Investment Company Pvt. Ltd.
vi) Jay Pesticides Pvt. Ltd.
vii) R P Trading Co.
viii) Shoorji Trikamdas Colour Co.
ix) Jay Instruments and Systems Pvt. Ltd.
Key Management Personnel
i) Shri Sharadchandra S.Kothari
As at March 31, 2015 As at March 31, 2014
Rs Rs
Note : 14 Contingent
Liabilities not
provided for
a) Inland Guarantee 45.22 lacs 45.31 lacs
b) Claims against the 511.00 lacs 511.00 lacs
Company not acknowledged
as debts
c) Liability on account of 25.82 lacs 25.82 lacs
Gram Panchayat Tax.
d) Employee Liability on
account of various litigation
pending with courts Not ascertainable Not ascertainable
Note : 15
In the opinion of the Board and to the best of their knowledge and
belief, the realisable value of current assets, loans and advances in
the ordinary course of business would not be less than the amount, at
which they are stated in the Balance Sheet unless otherwise stated, and
the provision for all known and determined liabilities is adequate and
not in excess of the amount reasonably required.
Note : 16
Balance of loans & advances, sundry debtors, sundry creditors &
deposits are subject to adjustments, reconciliation and confirmation by
the parties.
Note : 17
Bank certificates are obtained for bank balances in respect of
operative bank accounts. However ,in respect of non- operative &
dormant bank accounts,neither bank certificate nor bank statements are
available.
Note : 18
Previous year's figures have been regrouped / reclassified, wherever
necessary to confirm to the current year presentation.
Mar 31, 2014
Note : 1 General Information
JD Orgochem Limited (the Company) is headquarterd at Mumbai,
Maharashtra, India carries on the business of Manufacturing and trading
of dyes & dye intermediates.
1.1 a) The Zero Coupon Non Convertible Debentures (ZCD) shall be
redeemable at a premium of 50% in ten equal quarterly installment
commencing from June 30, 2015 and ending on September 30, 2017.
b) The Zero Coupon Debentures (ZCD) has been secured by first paripassu
charge on all the existing asset of the Company situated at Patalganga,
MIDC industrial area.
1.2 a) The Zero Coupon Loan (ZCL) shall be repaid in sixteen equal
quarterly installments commencing from March 30,2013 and ending on
December 31, 2016.The Company has defaulted in paying the installments
due.
b) The Zero Coupon loan (ZCL) shall be secured by first paripassu
charge on all the existing asset of the company situated at Patalganga,
MIDC industrial area and upon creation of such security, the existing
security/securities/existing personal guarantees of directors and
charges shall stand satisfied and released without any further act on
part of secured creditors.
c) All the guarantors of the company shall jointly and severally,
provide an irrevocable and unconditional guarantee cum shortfall
undertaking in favour of the Secured creditors for Zero Coupon Loan
(ZCL) to make good the shortfall, if any, in the event realisation to
Zero Coupon Loan(ZCL) from the sale of Patalganga factory is less than
the amount outstanding as payable.
1.3 Other Loan (Unsecured ) of Rs. 916.80 Lacs shall be converted into
91,680,000 Equity shares of Rs. 1/- each at par within 60 days of issue
of new shares under rights issue (which is pending) as per scheme of
compromise & restructuring sanctioned by High Court of Bombay and after
obtaining necessary approvals.
2.1 Dues payable to the workers on account of retrenchment &
retirements were provided in the accounts in earlier years on estimated
basis. The litigation in the matter is going on in the court.
Therefore, final liability on this account cannot be ascertained at
this stage. Hence, adequacy of the provision made in this regard in
earlier years cannot be ascertained at this stage.
3.1 The Company is in the process of identifying suppliers falling
under the Micro, Small and Medium Enterprises Development Act, 2006.
However, no confirmation as regards to the status has been received by
the Company.
In the absence of information as regard to the status/ classification
of the relevant enterprises into Micro, Small and Medium Enterprises,
information as required under Notification No. G.S.R. 719 (E) dated
November 16, 2007 issued by the Department of Company Affairs in
respect of the total amount payable and amount of interest thereon paid
during the year and payable at the end of the year to the Sundry
Creditors could not be disclosed.
Note : 4 Segment Information
a) Primary Segments :
The operation of the Company relates to one business segment i.e.
trading of Dyes and Pigments.
b) Secondary Segment :
Entire business operations relates to domestic market.
Note : 5 Related Parties Disclosure under Accounting Standard - 18
i) The list of related parties as identified by the management are as
under:
Associates / Companies / Firms : -
i) Jaysynth Dyestuff (India) Ltd.
ii) Jaysynth (Europe) Ltd.
iii) Jaysynth Impex Ltd.
iv) Jaysynth Polychem Pvt. Ltd.
v) Shoorji Trikamdas Investment Company Pvt. Ltd.
vi) Jay Pesticides Pvt. Ltd.
vii) R P Trading Co.
Key Management Personnel i) Shri Sharadchandra S.Kothari ii) Shri
Mahendra K.Kothari iii) Shri Shrikant K.Kothari
As at March 31, As at March 31,
2014 2013
Note : 6 Contingent
Liabilities not provided for
a) Inland Guarantee 45.22 lacs 45.31 lacs
b) Claims against the Company not
acknowledged as debts 511.00 lacs 511.00 lacs
c) Sales tax assessment dues for
accounting year 2003-04 (the matter
is under appeal with Maharashtra
Sales Tax Tribunal, Mumbai.) 49.61 lacs 49.61 lacs
d) Liability on account of Gram Panchayat Tax. Not ascertainable 25.82
lacs
e) Employee Liability on account of various litigation
pending with courts Not ascertainable Not ascertainable
Note : 7
In the opinion of the Board and to the best of their knowledge and
belief, the realisable value of current assets, loans and advances in
the ordinary course of business would not be less than the amount, at
which they are stated in the Balance Sheet unless otherwise stated, and
the provision for all known and determined liabilities is adequate and
not in excess of the amount reasonably required.
Note : 8
Balance of loans & advances, sundry debtors, sundry creditors &
deposits are subject to adjustments, reconciliation and confirmation by
the parties.
Note : 9
Bank certificates are obtained for bank balances in respect of
operative bank accounts. However, in respect of non- operative &
dormant bank accounts, neither bank certificate nor bank statements are
available.
Note : 10
Previous year''s figures have been regrouped / reclassified, wherever
necessary to confirm to the current year presentation.
Mar 31, 2013
Note : 1 General Information
JD Orgochem Limited (the company) is headquarterd at Mumbai,
Maharashtra,India carries on the business of Manufacturing and trading
of dyes & dye intermediates.
2.1 Defined Benefit Plans
The summarized position of post-employment benefits & long term
employee benefits recognized in the Profit & Loss Account and Balance
Sheet ( as per Accounting Standard 15) are as under :-
Note : 3 Segment Information
a) Primary Segments :
The operation of the Company relates to one business segment i.e.
trading of Dyes and Pigments.
b) Secondary Segment :
Entire business operations relates to domestic market.
Note : 4 Related Parties Disclosure under Accounting Standard - 18
i) The list of related parties as identified by the management are as
under: Associates / Companies / Firms : -
i) Jaysynth Dyestuff (India) Ltd.
ii) Jaysynth (Europe) Ltd.
iii) Jaysynth Impex Ltd.
iv) Jaysynth Polychem Pvt.Ltd.
v) Shoorji Trikamdas Investment Company Pvt. Ltd
vi) Jay Pesticides Pvt Ltd.
vii) R P Trading Co.
Key Management Personnel i) Shri S.S.Kothari ii) Shri M.K.Kothari iii)
Shri S.K.Kothari
Note : 5 Contingent Liabilities not provided for
a) Inland Guarantee : Rs. 45.31 lacs ( Previous year Rs. 45.31 lacs ).
b) Claims against the company not acknowledged as debts of Rs. 511 lacs
(Previous year Rs. 511 lacs).
c) Sales tax assessment dues for accounting year 2003-04 of Rs. 49.61
lacs (Previous year Rs. 66 lacs) is not provided as debts as the matter
is under appeal with Maharashtra Sales Tax Tribunal, Mumbai.
d) Claims against the company not acknowledged as debts of Rs. 25.82 lacs
of Gram Panchayat Tax.
Note : 6
In the opinion of the Board and to the best of their knowledge and
belief, the realisable value of current assets, loans and advances in
the ordinary course of business would not be less than the amount, at
which they are stated in the Balance Sheet unless otherwise stated, and
the provision for all known and determined liabilities is adequate and
not in excess of the amount reasonably required.
Note : 7
Balance of loans & advances, sundry debtors, sundry creditors &
deposits are subject to adjustments, reconciliation and confirmation by
the parties.
Note : 8
Bank certificates are obtained for bank balances in respect of
operative bank accounts. However, in respect of non- operative &
dormant bank accounts, neither bank certificate nor bank statements are
available.
Note : 9
Previous year''s figures have been regrouped / reclassified, wherever
necessary to confirm to the current year presentation.
Mar 31, 2012
Note : 1 General Information
JD Orgochem Limited (the company) is head quarterd at Mumbai,
Maharashtra, India carries on the business of Manufacturing of dyes &
dye intermediates.
Note : 2 Share Capital
A) Rights, Preferences and restrictions attached to shares
The company has one class of equity shares having a par value of Rs.
1/- per share. Each shareholder is eligible for one vote per share
held. The Dividend when proposed by the Board of Directors is subject
to the approval of the shareholders in the Annual General Meeting
except in case of interim dividend. In the event of liquidation, the
equity shareholders are eligible to receive the remaining assets of the
company after distribution of all preferential amounts in proportion of
their shareholding.
B) The scheme of compromise & arrangement approved on 20th June 2008,
by Honorable High Court of Bombay envisage issue of fresh equity shares
by way of right issues of new 377 equity shares of Rs. 1/- each for
every 100 existing equity shares held by the Equity Shareholders, which
is pending.
Note : 3 Long Term Borrowings
3.1 The Zero Coupon Non Convertible Debentures (ZCD) shall be
redeemable at a premium of 50% in ten equal quarterly installment
commencing from June 30, 2015 and ending on September 30, 2017. Letter
of allotment has been issued but debenture certificate is yet to be
issued.
3.2 The Zero Coupon Loan (ZCL) shall be repaid in ten equal
installments commencing from March 30,2012 and ending on March 30,
2015.
3.3 Other Loan (Unsecured ) of Rs. 916.80 Lacs shall be converted into
91,680,000 Equity shares of Rs. 1/- each at par within 60 days of issue
of new shares under rights issue (which is pending) as per scheme of
compromise & restructuring sanctioned by High Court of Bombay and after
obtaining necessary approvals.
3.4 a) The above mentioned Debentures (ZCD) & Zero Coupon loan (ZCL)
shall be secured by first paripassu charge on all the existing asset of
the company situated at Patalganga, MIDC industrial area and upon
creation of such security, the existing security/securities/existing
personal guarantees of directors and charges shall stand satisfied and
released without any further act on part of secured creditors.
b) All the guarantors of the company shall jointly and severally,
provide an irrevocable and unconditional guarantee cum shortfall
undertaking in favour of the Secured creditors for Zero Coupon Loan
(ZCL) to make good the shortfall, if any, in the event realisation to
Zero Coupon Loan(ZCL) from the sale of Patalganga factory is less than
Rs. 1,200 lacs.
Note : 4 Other Long Term Liabilities
4.1 Dues payable to the workers on account of retrenchment &
retirements were provided in the accounts in earlier years on estimated
basis. The litigation in the matter is going on in the court.
Therefore, final liability on this account cannot be ascertained at
this stage. Hence, adequacy of the provision made in this regard in
earlier years cannot be ascertained at this stage.
Note : 5 Trade Payables
5.1 The Company is in the process of identifying suppliers falling
under the Micro, Small and Medium Enterprises Development Act, 2006.
However, no confirmation as regards to the status has been received by
the Company.
In the absence of information as regard to the status/ classification
of the relevant enterprises into Micro, Small and Medium Enterprises,
information as required under Notification No. G.S.R. 719 (E) dated
16.11.2007 issued by the Department of Company Affairs in respect of
the total amount payable and amount of interest thereon paid during the
year and payable at the end of the year to the Sundry Creditors could
not be disclosed.
Note : 6 Non Current Investments
6.1 On amalgamation of Jaysynth Anthraquinones Ltd (JAQL).with
Jaysynth Impex Ltd (JIL) wef 1.04.2010 the company has been allotted 1
equity share of Rs. 1 each of JIL in exchange of 2 shares of Rs. 100
each of JAQL on 16.02.2012.
6.2 Since the networth of Jaysynth Polychem Pvt. Ltd. (JPPL) was fully
eroded as on March 31, 2006 the realisable value of the investments
made in earlier years comprising of 224,250 Equity Shares of Rs. 100/-
each (Unlisted) in JPPL, may be considered as Nil. However, no
provision has been made in the accounts for loss of Rs. 224.25 lacs.
Note : 7 Long Term Loans and Advances
7.1 Advances of Rs. 178 lacs recoverable from M/s Jaysynth Polychem
Pvt. Ltd. has been considered doubtful of recovery for which no
provision is made in the accounts during the year ended 31.03.2012.
Note : 8 Segment Information
a) Primary Segments :
The operation of the Company relates to one business segment i.e.
trading of Dyes and Pigments.
b) Secondary Segment :
Entire business operations relates to domestic market.
Note : 9 Related Parties Disclosure under Accounting Standard - 18
i) The list of related parties as identified by the management are as
under: Associates/Companies/Firms : -
i) Jaysynth Dyestuff (India) Ltd.
ii) Jaysynth (Europe) Ltd. (Subsidiary upto 21.3.2011)
iii) Jaysynth Impex Ltd.
iv) Jaysynth Polychem Pvt.Ltd.
v) Shoorji Trikamdas Investment Company Pvt. Ltd
vi) Jay Pesticides Pvt Ltd.
vii) R P Trading Co.
Key Management Personnel
i) Shri S.S. Kothari.
ii) Shri M.K. Kothari.
iii) Shri S.K. Kothari.
Note : 10 Contingent Liabilities not provided for
a) Inland Guarantee : Rs. 45.31 lacs (Previous year Rs. 45.31 lacs).
b) Claims against the company not acknowledged as debts of Rs. 511 lacs
(Previous year Rs. 511 lacs).
c) Sales tax assessment dues for accounting year 2003-04 of Rs. 66 lacs
is not provided as debts as the matter is under appeal with Dy.
Commissioner of Sales Tax.
d) Claims against the company not acknowledged as debts of Rs. 12.91
lacs of Gram Panchayat Tax for the current year.
Note : 11
In the opinion of the Board and to the best of their knowledge and
belief, the realisable value of current assets, loans and advances in
the ordinary course of business would not be less than the amount, at
which they are stated in the Balance Sheet unless otherwise stated, and
the provision for all known and determined liabilities is adequate and
not in excess of the amount reasonably required.
Note : 12
Balance of loans & advances, sundry debtors, sundry creditors &
deposits are subject to adjustments, reconciliation and confirmation by
the parties.
Note : 13
Bank certificates are obtained for bank balances, but wherever bank
certificates could not be obtained we have relied on bank statements.
Note : 14
The Revised Schedule VI has become effective from April 1, 2011 for the
preparation of financial statement. This has significantly impacted the
disclosure and presentation made in financial statements. Previous
year's figures have been regrouped/reclassified, wherever necessary to
confirm to the current year presentation.
Mar 31, 2010
Contingent Liabilities not provided for
a) Inland Guarantee : Rs. 4,530,959/- {Previous year Rs.4,530,959/-).
b) Claims against the company not acknowledged as debts of Rs.511 lacs
(Previous year Rs.600.08 lacs).
As at As at
31.03.2010 31.03.2009
Rs. Rs.
Advances recoverable In cash or In kind or
for value to be received Includes
a) Due from Jaysynth Anthraqulnones Ltd.
a Subsidiary company 68,291,234 71,141,234
b) Due from Jaysynth Polychem Pvt Ltd a
Company in which directors are interested. 17,800,000 23,000,000
2009-10 2008-09
Auditors Remuneration
Audit fees 125,000 110,000
Income Tax Matters 30,000 40,000
Tax Audit Fees 17,500 -
Service Tax 17,768 15,450
190,268 165,450
Interest received as shown In the schedule of Other Income is net of
interest paid Rs. 154,333/- (Previous year Rs 234,403/-) TDS on
Interest Income received Is Rs 73,143/-
The Company is in the process of Identifying suppliers falling under
the Micro, Small and Medium Enterprises Development Act, 2006.
However, no confirmation as regards to the status has been received by
the Company.
In the opinion of Board and to the best of their knowledge and belief,
the realisable value, in the ordinary course of business, of Current
Assets, Loans & Advances will not be less than the amount at which they
are actually stated in the Balance Sheet unless otherwise stated
elsewhere in the notes and the provision for all known and determined
liabilities are adequate and not in excess of the amount reasonably
required.
2 Related party disclosure under Accounting Standard -18: -
a) The list of related parties as identified by the management are as
under: Subsidiaries
i) Jaysynth Anthraquinones Ltd.
li) Jaysynth (Europe) Ltd.
Associates / Companies / Firms: -
i) Jaysynth Dyestuff (India) Ltd.
II) Jaysynth Impex Ltd.
III) jaysynth PorychemPvtLtd.
iv) Shoorjl Trikamdas Investment Company Pvt. Ltd
v) Cutch Chemicals Pvt Ltd.
vi) Jay Pesticides Pvt Ltd.
vii) R P Trading Co.
Key Management Personnel
i) Shri S.S.Kothari.
li) Shri M.K.Kothari.
iii) Shri S.K.Kothari.
11 Extraordinary Income
a) Upon one time settlement of debt with some of the secured creditors,
the Company has repaid dues of said secured creditors and consequently
waiver of principal dues by them aggregating to Rs. 10,720,000/- has
been written back and included in extra ordinary Income.
b) Upon one time settlement of unsecured loan with creditor, the
Company has repaid part loan in full settlement of the debt and
consequently weiver of principal dues amounting to Rs.27,000,0007- and
interest, penal interest, liquidated damages & other charges of
whatever nature aggregating to Rs.33,768,491/- has been written back
and included in extra ordinary income.
3 Segment Reporting:
a) Primary Segment
The operation of the Company relates to one business segment i.e.
manufacturing of Dyes and Pigments.
b) Secondary Segment
Entire business operations relates to domestic market
4 Dues payable to the workers on account of retrenchment & retirements
were provided in the accounts in earlier years on estimated basis. The
litigation in the matter is going on in the court.Therefore.final
liability on this account cannot be ascertained at this stage. Hence,
adequacy of the provision made in this regard in earlier years cannot
be ascertained at this stage.
5 a) Investments include investment of Rs. 64,600,000/- made in
earlier years in Jaysynth Anthraquinones Limited (JAQL), a wholly
owned subsidiary of the Company, which comprises of 540,000 Equity
Shares of Rs. 100/- each at a cost of Rs.63,600,000/- and 10,000
Preference Shares of Rs. 100/-each at the cost of Rs. 1,000,000/-.
These shares are not listed. The Company has also advanced an Unsecured
Loan which together with current years amount aggregates to
Rs.68.291,234/-
The networth of JAQL was fully eroded as on March 31, 2002 and the
secured loans are more than Book value of the Assets as on date of the
last audited accounts, I.e., March 31, 2010. Pursuant to the Order
dated 06.12.2005 passed by the Board for Industrial & Financial
Reconstruction (BIFR) JAQL has been declared as a Sick Industrial
Company* within the meaning of clause (o) of Sub- section (1) of
Section 3 of the Sick Industrial Companies (Special Provisions) Act,
1985.
In view of the above, the realisable value of above investments may be
considered as Nil and the Unsecured Loan may be considered as doubtful
of recovery. However, no provision has been made in the accounts for
loss of Rs. 132,891,234/- in the value of these Investments and
Unsecured Loan. JAQL has forwarded Draft Rehabilitation Scheme
b) I) Investments also include investment of Rs. 22,425,000/- made in
earlier years in Jaysynth Polychem Pvt. Ltd. (JPPL), an Associate
Concern of the Company comprising of 224,250 Equity Shares of Rs. 100/-
each. These shares are not listed.
The networth of JPPL was fully eroded as on March 31, 2006 and hence
the realisable value of above investments may be considered as Nil.
However, no provision has been made in the accounts for loss of Rs
22,425,000/.
II) As regards advances of Rs.17.800,000/- recoverable from JPPL, the
same has been considered doubtful of recovery for which no provision is
made in the accounts during the year ended 31.03.2010.
6 Balance of loans & advances, sundry debtors, sundry creditors
including unsecured creditors & deposits are subject to adjustment,
reconciliation and confirmation by the parties.
7.Previous years figures have been regrouped, readjusted, reworked and
reclassified wherever necessary.
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