Jain Irrigation Systems Ltd. இன் கணக்கு குறிப்புகள்
Mar 31, 2021
During the Financial year 2020-21, Company has cultured total 74.68 million nos of plants under tissue culture process (FY 2019-20: 76.20 million nos of plants). During the year, the Company sold 71.46 million nos of cultured plants (FY 2019-20:: 87.36 million of cultured plants).
Biological assets stated above are part of total current assets hypothecated on a first pari-passu charge basis to working capital consortium members led by State Bank of India
(i) Estimates and judgements:
Tissue culture plantations: Estimates and judgements in determining the fair value of tissue cultured plants relate to market prices, quality of plants, and mortality rates. The impact of discounting is not considered material as the transformation cycle is less than 6 months.
(ii) Fair value information:
The fair value measurements of Tissue culture plantations have been categorised as Level 3 fair values based on the inputs to the valuation techniques used. The following table shows the gain or losses recognised in relation to level 3 fair values.
i) Pursuant to resolution passed by the Board of Directors of the Company at the meeting held on March 24, 2016, the Company has allotted 14,100,000 Ordinary Equity Shares of '' 2/- each at a premium of '' 78/- each in conversion of 14,100,000 equity warrants of '' 80/- each to promoter group entity on preferential basis.
ii) Pursuant to resolution passed by the ESOP committee at the meeting held on September 03, 2016, the Company has allotted 29,46,075 equity shares '' 2/- each at a premium of '' 52.40/-.
iii) 3,62,00,000 Compulsorily Convertible Debentures (CCD) of '' 80 each issued on 11-March-2016 to Mandala Rose Co-Investment Ltd. Mauritius (Non Promoter entity) were converted into 3,62,00,000 Ordinary Equity shares of '' 2/- each at a premium of '' 2,648.56 on 16-Sep-2017.
i] Terms / rights, preferences and restrictions attached to ordinary equity shares:
"Each holder of Ordinary Equity Shares is entitled to one vote per share. They have right to receive dividend proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting, right to receive annual report and other quarterly/half yearly/annually reports/notices and right to get new shares proportionately in case of issuance of additional shares by the Company.
In the event of liquidation of the Company, the holders of Ordinary Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Ordinary Equity Shares held by the Shareholders. The Company has a first and paramount lien upon all the Ordinary Equity Shares."
ii] Terms and conditions of differential voting rights (DVR):
"The DVR equity shareholders have the same rights as the Ordinary Equity Shares of the Company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting). Any DVR holder holding less than 10 DVR equity shares holds fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report, right to receive quarterly/half yearly/ annually reports/notices and other information/correspondence from time to time, to receive bonus and/or rights shares of the same class of shares as and when such an issue is made in respect of Ordinary Equity Shares and in the same ratio and terms.
In case of buy back or reduction of capital of Ordinary Equity Shares, the DVR equity shares have right subject to buyback or reduction on the same terms as Ordinary Equity Shares. Further, in case of issue of Ordinary Equity Shares or any other securities or assets to ordinary equity shares in case of amalgamation/demerger/ re-organisation/reconstruction, the DVR Equity Shares have right to receive DVR Equity Shares and any other securities/assets as issued to Ordinary Equity Shares. They have right to hold separate class meeting if their rights are affected in any manner adversely."
iii] ESOP:
Board of Directors have on 31st March 2020 approved the grant/transfer to the selected employees 18,96,429 Equity Shares purchased by the ESOP Trust 2018, under the amended JISL ESOPs Scheme, 2011 to such persons and at an exercise price of '' 35 each to be vested in 5 years in equal number as per grant list placed before the Board as recommended by ESOP Trust 2018, as well as the NRC, initialed by the Chairman/Secretary for identification) to be administered by the NRC /JISL Esop Trust 2018 as per the pre approved JISL ESOPs Scheme 2011.
a) ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)
The ECB Loan is secured by exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipment''s, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor, Andhra Pradesh and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Chittoor, Andhra Pradesh.
The above ECB loan has been fully repaid and satisfaction of charge is in process.
b) ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)
Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company''s facilities at Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at Company''s facilities at Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh).
The above ECB loan has been fully repaid and satisfaction of charge is in process.
c) ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)
Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company''s facilities at Bambhori, Dist. Jalgaon, Maharashtra and further
secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2009182) is also personally guaranteed by three Directors including Vice Chairman and Managing Director of the Company in their personal capacity.
The above ECB loan has been fully repaid and satisfaction of charge is in process.
d) ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)
Exclusive first Charge over specific movable plant, machinery and equipment of the Company at Company''s facilities at Plastic Park, Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2010019) is also personally guaranteed by three Directors including Vice Chairman and Managing Director of the Company in their personal capacity.
The above ECB loan has been fully repaid and satisfaction of charge is in process.
ii) a) Export Import Bank of India (EXIM): Term Loan: '' 598.14 (PY '' 596.64)
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipment, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The loan is further secured by way of mortgage by deposit of title deeds of selected lands measuring 35.02 Hectares (86.53 Acres) situated at Takarkheda Shiver, Taluka Erandol, District Jalgaon in the state of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth.
The loan is further secured by first charge ranking pari passu by way of equitable mortgage created in favour of security trustee i.e. IDBI Trusteeship Services Ltd., Mumbai on behalf of Exim Bank by deposits of title deeds of selected immovable properties of the Company situated at Village Bhambhori & Shirsoli, Dist. Jalgaon is state of Maharashtra together with all buildings, Structure thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.
The Company has defaulted in the repayment of EXIM Bank loan. The amount of total overdue outstanding as at March 31,2021 is '' 300.00 towards principal and '' 123.10 towards interest (Previous year '' Nil)
b) Export Import Bank of India (EXIM): Term Loan: '' 1,988.52 (PY '' 1,985.33)
Under Production Equipment Finance Programme
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to Exim Bank is secured by first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipment, appliances, furniture, vehicles, machinery spares, and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order of disposition of the company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all right thereto.
The loan is further secured by way of mortgage by deposit of title deeds of selected lands measuring 35.02 Hectares (86.53 Acers) situated at Takarkheda Shivar, Taluka Erandol, District Jalgaon in the state of Maharashtra together with all building, structures thereon and all plant and machinery attached to earth.
The loan is further secured by first charge ranking pari passu by way of equitable mortgage created in favour of security trustee i.e. IDBI Trusteeship Services Ltd., Mumbai on behalf of Exim Bank by deposits of title deeds of selected immovable properties of the Company situated at Village Bhambhori & Shirsoli, Dist. Jalgaon is state of Maharashtra together with all buildings, Structure thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.
The Company has defaulted in the repayment of EXIM Bank loan. The amount of total overdue outstanding as at March 31, 2021 is '' 545.45 towards principal and '' 402.66 towards interest (Previous year '' 281.82 towards principal and '' 154.43 towards interest)
(iii) Canara Bank: Term Loan: '' 518.54 (PY '' 516.07)
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to Canara Bank is secured by a first charge on the whole of movable assets of Company both present and future, including its movable plant and machinery, equipment''s, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The loan is further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.
The above term loan is also personally guaranteed by three Directors including Vice Chairman and Managing Director of the Company in their personal capacity.
The Company has defaulted in the repayment of Canara Bank loan. The amount of total overdue outstanding as at March 31,2021 is '' 223.50 towards principal and '' 91.63 towards interest (Previous year '' 73.50 towards principal and '' 28.44 towards interest)
(iv) ECB Loan - International Finance Corporation (IFC): '' 2,578.43 (PY '' 2,574.07) (Loan Key Number 2007872)
The ECB Loan is secured by first ranking Mortgage in favour of International Finance Corporation (IFC) on specific movable and immovable assets of the Company acceptable to IFC.
The Company has completed the process of Security Creation in favour of IFC.
The charge ranks subservient to the charge created in favour of International Finance Corporation (Loan Key Number 2007872) to secure its loan of '' 2600 million over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipment, computers and all other fixed assets of the Company both present and future at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon (Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).
The above ECB loan (Loan Key Number 2007872) is also personally guaranteed by three Directors, including, Vice Chairman and Managing Director of the Company in their personal capacity.
The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:
1) Gat No. 220, total admeasuring H.1.58 R. situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:
2) Gat No. 118/1, total admeasuring H.0.99 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
3) Gat No. 119/1, total admeasuring H.1.42 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
4) Gat No. 122, total admeasuring H.1.76 R. situated at Eklagna Tal. Dharangaon, Dist. Jalgaon:
5) Gat No. 139/11, total admeasuring H.3.06 R. situated at Shirsoli PB. Tal. & Dist. Jalgaon:
6) Gat No. 139/12, total admeasuring H.3.08 R. situated at Shirsoli P.B. Tal. & Dist. Jalgaon:
Together with all existing and future buildings, erections, structures, godowns and construction of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto and all the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.
The Company has defaulted in the repayment of IFC loan. The amount of total overdue outstanding as at March 31,
2021 is '' 600.00 towards principle and '' 602.30 towards interest ( Previous year '' 200.00 million towards principle and '' 145.70 million towards interest)
(v) ECB Loan - Senior Lenders of US$ 89 million: CY US$ 21.33 million '' 1,558.75 (PY US$ 21.33 million equivalent to '' 1,573.06)
a) International Finance Corporation (IFC) of US$ 24.00 million: CY US$ 2.45 million '' 179.55 (PY US$ 2.45 million equivalent to '' 180.53) (Loan Key No 201210122).
b) Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO): US$ 20.00 million: CY US$ 5.52 million '' 405.02 (PY US$ 5.52 million equivalent to '' 408.88) (Loan Key No 201212201 & 201212212).
c) Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco): US$ 20.00 million: CY US$ 6.75 million '' 489.95 (PY US$ 6.75 million equivalent to '' 495.17 (Loan Key No 201212202 & 201212213)
d) Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG): US$ 25.00 million: CY US$ 6.60 million '' 484.22 (PY US$ 6.60 million equivalent to '' 488.48) (Loan Key No 201212200 & 201212214).
The charge ranks subservient to the charge created in favour of International Finance Corporation to secure its loan of US$ 60 million (Loan Key Nos. 2007872, 2008534, 2009182 and 2010019 all repaid fully) over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipment, computers and all other fixed assets of the Company both present and future at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon (Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).
The above ECB loan (Loan Key Number 201210122) is also personally guaranteed by three Directors, including, Vice Chairman and Managing Director of the Company in their personal capacity.
The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:
1) Gat No. 220, total admeasuring H.1.58 R. situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:
2) Gat No. 118/1, total admeasuring H.0.99 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
3) Gat No. 119/1, total admeasuring H.1.42 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
4) Gat No. 122, total admeasuring H.1.76 R. situated at Eklagna Tal. Dharangaon, Dist. Jalgaon:
5) Gat No. 139/11, total admeasuring H.3.06 R. situated at Shirsoli P.B. Tal. & Dist. Jalgaon:
6) Gat No. 139/12, total admeasuring H.3.08 R. situated at Shirsoli P.B. Tal. & Dist. Jalgaon:
Together with all existing and future buildings, erections, structures, godowns and construction of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto and all the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.
The Company has defaulted in the repayment of IFC loan (''External Commercial Borrowings''). The amount of total overdue outstanding as at March 31,2021 is '' 1,418.00 towards principal and '' 196.69 towards interest (Previous year '' 479.21 towards principal and '' 51.93 million towards interest)
(vi) ECB Loan - UBS Switzerland AG of Euro 3.09 million: CY: '' 166.96 (PY '' 160.51)
The above ECB Loan is secured by way of first and exclusive charge on Extrusion Line or the production of HDPE Pipes in diameter range upto 2,500 mm including efficient air cooling (EAC) with standard accessories, (Movable Assets), along with all right, title, interest, benefits, claims and demands, both present and future, whatsoever, of JISL, in, to, under or in respect of, the Movable Assets, and to secure for the repayment of the Loan and payment of other monies including all interest at the agreed rates, costs, charges, expenses and all other monies due to UBS.
The Company has defaulted in the repayment of UBS loan. The amount of total overdue outstanding as at March 31, 2021 is Eur 1.96''41.17 million towards principle and '' 3.14 million towards interest (Previous year '' Nil)
(vii) Vehicle Loan: CY '' 12.50 (PY '' 22.70)
The loan is secured by exclusive charge on specific vehicles to specified lenders.
The Company has defaulted in the repayment of vehicle loan. The amount of total overdue outstanding as at March 31,2021 is '' 1.99 towards principal and '' 0.28 towards interest (Previous year '' Nil)
(viii) Working Capital Loans: (including WCTL, Cash Credit, Export Packing Credit, FCTL & FCNRB, Bill discounting): CY '' 25,383.00 (PY '' 23,431.29)
Consortium of Banks (In Alphabetical order) led by State Bank of India, Commercial Branch, Fort, Mumbai and D N Road Branch, Mumbai and sub limit with State Bank of India, Dana Bazar Branch, Jalgaon, Andhra Bank, Mumbai, Bank of Baroda, Mumbai, Bank of Bahrain and Kuwait, Mumbai, Canara Bank, Jalgaon, Export Import Bank of India, Mumbai, IDBI Bank Ltd, Jalgaon & Pune, Indian Bank, Mumbai, Oriental Bank of Commerce Mumbai, Punjab National Bank, Mumbai, Co-operative Centrale Raiffesen Boerenleen Bank, Mumbai, Standard Chartered Bank, Mumbai, Syndicate Bank, Mumbai, The South Indian Bank Ltd, Mumbai, Union Bank of India, Mumbai and Yes Bank Ltd, Mumbai.
The working capital loans are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai on behalf of (consortium members) on whole of Company''s present and future stocks of raw material, finished goods, stocks in process, stores and spares and other raw materials, stored whether raw or in process of manufacture and all articles manufactured there from brought into store or be in or around the Company''s godown or factory premises at Jalgaon or elsewhere, including goods in transit or delivery and the Company''s present and future book debts, outstanding monies, receivable, claims, bills, contracts, engagements, securities, investments, rights and assets of the Company.
The Working Capital Facilities as above are further secured by a second charge (First Charge in case of FCTL and FCNRB) ranking Pari-Passu by way of equitable mortgage created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd, Mumbai on behalf of consortium members by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes. The whole of the movable properties of the Company (other than Current Assets) including its movable plant and machinery, machinery spares, tools and accessories and other movables, both present and future save and except the moveable assets which are exclusively charged to the other lenders. The working capital loans are also secured by personal guarantee by the Vice Chairman and Managing Director and three other Directors of the Company in their personal capacity.
As the Company has defaulted in repayment of its short term dues towards lenders, the account has been classified as NPA since September 2019, however restructuring under RBI circular of 7th June 2019 is under finalisation and will be in the implementation phase soon.
23(b) Details of Corporate social responsibility expenditure
As per Section 135 of the Companies Act, 2013, a company meeting the applicable threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are in accordance to the CSR Policy of the Company which includes Rural Development Project, eradicating hunger, poverty and malnutrition, healthcare and sanitation, animal welfare, etc. A CSR committee has been formed by the Company as per the Act.
a) During the year, the company has incurred '' 63.98 (previous year ''14.57) on account of Corporate Social Responsibility (CSR) included under Other Expenses.
b) Gross Amount required to be spent by the company during the year is '' 24.45.
c) Amount of '' 24.45 approved by the board to be spent during the year.
Section 115BAA of the Income Tax Act, 1981 gives the corporate assessee an option to apply a lower tax rate with effect from April 1, 2019 subject to certain conditions specified therein. The Company has assessed the impact of the same and believes that it will continue to remain in the existing tax structure for the foreseeable future based on its forecasted profits. Accordingly, no effect in this regard has been considered-in measurement of tax expenses for the purpose of these financial statements. Management, however, will continue to review its profitability forecast at regular intervals and make necessary adjustments to tax expenses when there is reasonable certainty to avail the lower rate of tax.
26) EMPLOYEE BENEFIT OBLIGATIONS
26(a) Defined Contribution plans
Provident Fund: Contribution towards provident fund for employees is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis. Contribution to Defined contribution plan recognised as expense for the year as under:
a) Employers contribution to Provident fund CY '' 70.87 (PY '' 75.54) deposited with concerned authority.
b) Employers contribution to Pension scheme CY '' 69.62 (PY '' 75.97) deposited with concerned authority.
c) Employers contribution to Superannuation fund CY '' 53.01 (PY '' 100.51) managed by a Trust.
d) Employers contribution to ESIC CY '' 21.53 (PY '' 27.30)
e) Employers contribution to State Labour welfare fund CY '' 0.35 (PY '' 0.31)
The net of provision for unfunded leave encashment liability up to March 2021 is '' 93.47 (upto March 20''113.91)
26(b) Defined Benefit plans
Gratuity: The Company provides for gratuity, a defined benefit plan (the "Gratuity Planâ) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment. The Company''s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. The fair value of the plan assets of the trust administered by the Company, is deducted from the gross obligation.
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.
Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.
In accordance with Ind AS 108 "Operating Segmentsâ, segment information has been given in the Consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.
Basic and diluted earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the weighted average of equity shares outstanding during the year.
Previous year''s figures are given in bracket
The Company, in its quest for rural development, has supported through investment in buildings, facility and infrastructure in an initiative by Bhavarlal & Kantabai Jain Multipurpose Foundation to establish a residential school called "Anubhuti Schoolâ based upon Indian ethos and values. The Company also derives benefit from this investment in the form of usage of these facilities; children of Company''s associates get priority admission into the school, etc.
The Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.
The transactions with Related Party are made in the normal course of business and on terms equivalent to those that prevail in arm''s length transactions. Outstanding Balances at the year end are unsecured and settlement occurs in cash for the year ended 31st March, 2021, the Company has recorded the receivable relating to amount due from Related Parties. This assessment is undertaken each Financial Year through examining the Financial position of the Related Parties and the market in which the Related Party operates.
The Company''s activities expose it to market risk, liquidity risk, and credit risk, which may have an adverse effect on its financial performance. In order to minimise the adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures and interest rate swap, principal only swap to hedge variable interest rate exposures. The sources of risk, which the entity is exposed to and how the entity manages these risks and their impact on financial statements is given below:
The board and the risk management committee provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instrument, etc.
[A] Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.
Trade and other receivables
"The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in normal course of business.. Credit terms are in line with industry trends.â
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behavior and extensive analysis of customer credit risk. Trade receivable as on March 31, 2021 includes '' 15,875.08 receivable from various Central and State Government Authorities towards projects work undertaken as also supply of materials, payments of which are not forthcoming
regularly and balance confirmation from such parties are awaited as on March 31, 2021. The Company is in process of completion of such projects and is constantly following up with for recovery. In past, the Company was able to realise substantial amounts and no write off was necessitated on account of non recovery. The Company is hopeful that entire dues would be realised in near future and hence, no specific provision for doubtful debts is considered necessary apart from provisioning made under expected credit loss in line with Ind AS 109 "Financial Instrumentsâ.
# The above debtors includes Government receivables which does not carry any due date.
The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.
Cash and cash equivalents
"Credit Risk on cash and cash equivalent, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions who have been assigned high credit rating by international and domestic rating agencies. Investments of surplus funds are made only with approved Financial Institutions/ Counterparty."
Derivatives
The derivatives are entered into with credit worthy banks and financial institution counterparties. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
[B] Liquidity risk
Liquidity risk is the risk that the Company encounters difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through committed credit facilities to meet the obligations when due.
As on Mar 31,2021 the Company has defaulted in payment to the Lenders and consequently enetered into Resolution Plan with them. The Company''s liquidity position will improved post implementation of the Resolution Plant as envisaged in Note No 42.
Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. The Company manages its liquidity risk by by preparing month on month cash flow projections to monitor liquidity requirements. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet these, monitoring the balance sheet liquidity ratios against internal an external regulatory requirements and maintaining debt financing plans.
(i) Maturities of financial liabilities
The below table analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are contractual undiscounted cash flows, balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
(i) Foreign currency risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices etc. The Company operations involve foreign exchange transactions including import, export as well as financing and investment transactions and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to US$, EUR, GBP and CHF. Foreign currency risk arises from future commercial transactions and recognised in assets and liabilities denominated in foreign currency that is not Company''s functional currency (i.e., INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of a high probable forecast transactions.
"Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates. In order to optimize the Company''s position with regards to interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Accordingly, the Company endeavors to gradually reduce the exposure to variable interest rate borrowings. The Company''s main interest rate risk arised from long-term borrowings with variable rates, which expose the group to cash flow interest rate risk. The Company''s borrowings at variable rate were mainly denominated in INR, US$, and CHF.â
The Company''s fixed rate borrowings are carried at amortised cost. The are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of change in market interest rates.
The Company manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.
(b) Sensitivity
Profit or loss is sensitive to higher/ lower interest expense from borrowings as a result of changes in interest rates. A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
The Company is exposed to equity price risk, which arises from FVTPL equity securities. The Company has a very insignificant portion of amounts invested in unquoted equity instruments other than subsidiaries, joint venture and associates. The management monitors the proportion of equity instruments in its investment portfolio based on market indices.
i) The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity.
The Company monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents) divided by total ''equity'' (as shown in the balance sheet, including non controlling interests).
This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments. The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.13 & 2.15 to the financial statements.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below:
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes Company''s over-the-counter (OTC) derivative contracts.
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
iii) Valuation process and technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
a) Quoted investments (Equity Shares)- Market Value
b) Unquoted Investments - As determined by the Management, there is no significant change in the value of Unquoted investment in equity shares valuing '' 0.56 (PY '' 0.56)
c) The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
41) The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The Company''s operations and revenue during the period were also impacted due to COVID-19.The Company has made assessment at the balance sheet date of the recoverability and carrying values of its assets and ability to pay its liabilities as they become due and effectiveness of internal financial controls at the balance sheet date, and has concluded that there are no material impact or adjustments required in the financial statements and does not anticipate any challenge in the Company''s ability to continue as a going concern considering the restructuring plan as stated in Note 42. The impact of the pandemic may be different from that estimated as at the date of approval of these results and the management continues to closely monitor any material changes to future economic conditions.
42) During 2019-2020, the Company''s lenders have signed an inter-creditor agreement as per RBI circular dated June 7, 2019, the Company has been engaged with the lenders on the resolution plan on a proactive basis. A formal resolution process involving lenders and professional advisors is on-going to approve the resolution plan. The proposed resolution plan has received requisite rating from the ICEs appointed by the lenders and we expect the activity to be completed in the near future subject to regulatory compliance and internal approvals of lenders. The financials and operations of the Company have been impacted on account of adverse liquidity conditions being faced by the Company since previous year till date. As on March 31,2021, the Company has principal outstanding inluding interest thereon overdues to the working capital and term loan lenders aggregating to '' 37,578.78 million which is part of resolution plan. As at March 31,2021, the networth of the Company (Standalone basis) stands at '' 39,125.30 million. Post implementation of the resolution plan, the Company''s ability to pay debt obligations and to optimise operations will improve significantly.
43) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
44) Comparative previous year''s figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to confirm to current year''s classification and presentation.
45) The financial statements have been approved by the Board of Directors in their meeting held on June 30, 2021.
Mar 31, 2018
1) Company overview
Jain Irrigation Systems Limited (the âCompanyâ) is a company domiciled in India, with its registered office situated at Jain Plastic Park, NH No. 6 Bambhori, Jalgaon (425001), Maharashtra, India. The Company was incorporated on 30 December 1986 under the Companies Act, 1956 and its equity shares are listed on stock exchanges in India. The Company with itâs motto âSmall Ideas, Big Revolutionsâ with more than 10,500 associates worldwide and consolidated revenue of ~US$ 1 Billion, is an Indian multinational company with manufacturing plants across the globe. JISL, its subsidiaries and associates are engaged in providing solutions in agriculture, piping and infrastructure through manufacturing of Micro Irrigation Systems, PVC Pipes, HDPE Pipes, Plastic Sheets, Agro Processed Products, Renewable Energy Solutions, Tissue Culture Plants, Financial Services and other agricultural inputs since more than 35 years. It has pioneered a silent Productivity Revolution with modern irrigation systems and innovative technologies in order to save precious water and has helped to get significant increase in crop yields, especially for more than 6 million small farmers. It has also ushered in new concept of large scale Integrated Irrigation Projects (IIP). âMore Crop Per Dropâ¢â is the companyâs approach to water security and food security. JISL is early pioneer for Internet of Things (IoT) in the agri-sector and is leading efforts to create global solutions with precision agriculture. JISL is listed in NSE-Mumbai at JISLJALEQS and in BSE at code 500219. Please visit us at www.jains.com
# Estimation of Fair value
In view of the recent capitalization of investment property, the Management is of the view that the carrying value can be considered as fair value, which would be considered as level - 3 valuation. Going forward, the Company through involving external independent valuation experts would asses the fair valuation using an appropriate method. The valuation model would consider various inputs like cost, location, market appreciation, etc.
As at 31 March 2018, there were 85.77 million nos of plants under tissue culture process (31 March 2017: 77.80 million nos of plants). During the year, the Company sold 75.96 million nos of cultured plantations (31 March 2017: 66.47 million of cultured plantations).
Biological assets stated above are part of total current assets hypothecated on afirst pari-passu charge basis to working capital consortium members led by State Bank of India
(i) Estimates and judgements:
Tissue culture plantations: Estimates and judgements in determining the fair value of tissue cultured plants relate to market prices, quality of plants, and mortality rates. The impact of discounting is not considered material as the transformation cycle is less than 6 months.
(ii) Fair value information:
The fair value measurements of Tissue culture plantations have been categorised as Level 3 fair values based on the inputs to the valuation techniques used. The following table shows the gain or losses recognised in relation to level 3 fair values.
(iii) Valuation inputs and relationship to fair value
The following table summarises the quantitative information about the significant unobservable inputs used in the fair value measurements of tissue culture plantations.
The Companyâs plantations are exposed to risk of damage from climate change, diseases. The Company has extensive processes in place aimed at monitoring and mitigating those risks. Further, the demand is subject to external climatic conditions. Management performs regular industry trend analysis for projected harvest volumes and pricing.
i) Pursuant to resolution passed by the ESOP committee at the meeting held on 03-Sep-2016, the Company has allotted 2,946,075 equity shares of Rs.2/- each at a premium of Rs.52.40/- each.
ii) During the year, 36,200,000 Compulsorily Convertible Debentures (CCD) of Rs.80 each issued on 11-March-2016 to Mandala Rose Co-Investment Ltd. Mauritius (Non Promoter entity) were converted into 36,200,000 Ordinary Equity shares of Rs.2 each at an aggregate premium of Rs.2,648.56 on 16-Sep-2017.
i) Terms / rights, preferences and restrictions attached to ordinary equity shares: Each holder of Ordinary Equity Shares is entitled to one vote per share. They have right to receive dividend proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting, right to receive annual report and other quarterly/half yearly/annually reports/notices and right to get new shares proportionately in case of issuance of additional shares by the Company.
In the event of liquidation of the Company, the holders of Ordinary Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Ordinary Equity Shares held by the Shareholders. The Company has a first and paramount lien upon all the Ordinary Equity Shares.
ii) Terms and conditions of differential voting rights (DVR): The DVR equity shareholders have the same rights as the Ordinary Equity Shares of the Company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting).Any DVR holder holding less than 10 DVR equity shares holds fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report, right to receive quarterly / half yearly / annually reports / notices and other information/correspondence from time to time, to receive bonus and/or rights shares of the same class of shares as and when such an issue is made in respect of Ordinary Equity Shares and in the same ratio and terms.
In case of buy back or reduction of capital of Ordinary Equity Shares, the DVR equity shares have right subject to buyback or reduction on the same terms as Ordinary Equity Shares. Further, in case of issue of Ordinary Equity Shares or any other securities or assets to ordinary equity shares in case of amalgamation/demerger/ re-organisation/ reconstruction, the DVR Equity Shares have right to receive DVR Equity Shares and any other securities/assets as issued to Ordinary Equity Shares. They have right to hold separate class meeting if their rights are affected in any manner adversely.
i) Compulsorily convertible debentures
During the year, 36,200,000 Compulsorily Convertible Debentures of Rs.80 each issued on 11-Mar-16 to Mandala Rose Co-Investment Ltd. (Non Promoter entity) were converted into 36,200,000 Ordinary Equity shares of Rs.2 each at an aggregate premium of Rs.2,648.56 on 16-Sep-17.
i) ECB Loan - International Finance Corporation (IFC) of US$ 60 million: Nil (PY US$ 60 million equivalent to Rs.142.26 )
a) ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)
The ECB Loan is secured by exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor, Andhra Pradesh and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery atboth the plants of the Company at Chittoor, Andhra Pradesh.
The above ECB loan has fully/been fully repaid and memorandum of complete satisfaction of charge filed with the Registrar of Companies, Maharashtra, Mumbai and registered.
b) ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)
Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Companyâs facilities at Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at Companyâs facilities at Bhavanagar (Gujarat) and Hyderabad (Andhra Pradesh).
The above ECB loan has fully/been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.
c) ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)
Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Companyâs facilities at Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2009182) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
The above ECB loan has fully/been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.
d) ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)
Exclusive first Charge over specific movable plant, machinery and equipment of the Company at Companyâs facilities at Plastic Park, Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2010019) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
The above ECB loan has fully/been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.
ii) ECB Loan - Senior Lenders of US$ 89 million: CY Rs.2,538.58 (PY US$ 89 million equivalent to Rs.4,156.43)
a) i nternational Finance Corporation (IFC) of US$ 24.00 million: CY Rs.580.31 (PY US$ 24.00 million equivalent to Rs.1,165.32) (Loan Key No 201210122)
b) Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO):
i) US$ 17.00 million: CY Rs.484.75 (PY US$ 17.00 million equivalent to Rs.762.76) (Loan Key No 201212201)
ii) US$ 3.00 million: CY Rs.85.54 (PY US$ 3.00 million equivalent to Rs.134.60) (Loan Key No 201212212)
c) Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco)
i) US$ 17.00 million: CY Rs.566.32 (PY US$ 17.00million equivalent to Rs.832.42) (Loan Key No 201212202)
ii) US$ 3.00 million: CY Rs.120.81 (PY US$ 3.00 million equivalent to Rs.146.90) (Loan Key No 201212213)
d) Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG)
i) US$ 17.00 million: CY Rs.476.58 (PY US$ 17.00 million equivalent to Rs.757.81) (Loan Key No 201212200)
ii) US$ 8.00 million: CY Rs.224.27 (PY US$ 8.00 million equivalent to Rs.356.62) (Loan Key No 201212214)
The charge ranks subservient to the charge created in favour of International Finance Corporation to secure its loan of US$ 60 million (Loan Key Nos. 2007872, 2008534, 2009182 and 2010019) over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon (Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).
The above ECB loan (Loan Key Number 201210122) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:
1) Gat No. 220, total admeasuring H.1.58 R. situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:
2) Gat No. 118/1, total admeasuring H.0.99 R. situated at Eklagna,Tal. Dharangaon, Dist. Jalgaon:
3) Gat No. 119/1, total admeasuring H.1.42 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
4) Gat No. 122, total admeasuring H.1.76 R.situated at Eklagna Tal. Dharangaon, Dist. Jalgaon:
5) Gat No. 139/11, total admeasuring H.3.06 R.situated at Shirsoli PB. Tal. & Dist. Jalgaon:
6) Gat No. 139/12, total admeasuring H.3.08 R.situated at Shirsoli PB. Tal. & Dist. Jalgaon:
Together with all existing and future buildings, erections, structures, godowns and construction of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant there to or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant there to or usually held, occupied or enjoyed there with or expected to belong or be appurtenant thereto and all the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.
iii) a) Export Import Bank of India (EXIM):Term Loan: Rs.693.64 (PY Rs.894.16)
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The loan is further secured by way of mortgage by deposit of title deeds of selected lands measuring 35.02 Hectares (86.53 Acres) situated at Takarkheda Shiver, Taluka Erandol, District Jalgaon in the state of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth.
The loan is further secured by first charge ranking pari passu by way of equitable mortgage created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai on behalf of EXIM Bank by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.
b) Export Import Bank of India (EXIM):Term Loan:Nil (PY Rs.483.39)
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The above Term Loan has fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.
c) Export Import Bank of India (EXIM):Term Loan: Rs.1,481.32 (PY Nil)
Under Production Equipment Finance Programme
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The loan is further secured by way of mortgage by deposit of title deeds of selected lands measuring 35.02 Hectares (86.53 Acres) situated at Takarkheda Shiver, Taluka Erandol, District Jalgaon in the state of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth.
The loan is further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.
iv) Canara Bank:Term Loan: Rs.737.61 (PY Nil)
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to Canara Bank is secured by a first charge on the whole of movable assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The loan is further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.
The above term loan is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
The creation of charge by way of mortgage of immovable properties of the Company is in process.
v) Vehicle Loan: CY Rs.43.12 (PY Rs.35.39)
The loan is secured by exclusive charge on specific financed vehicles to specified lenders.
vi) IDFC Ltd.: Term Loan: CY Nil (PY Rs.294.74)
The Term Loan is secured by a first charge on movable properties including plant & Machinery, machinery spares, vehicles, equipments, all office equipment and furniture and other movable assets pertaining to project and book debts, receivables, commission, revenue of project.
The loan is further secured by First charge by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.
The loan is also personally guaranteed by the Managing Director and three other Directors of the Company in their personal capacity.
The above loan has fully repaid and memorandum of complete satisfaction of charge filed with the Registrar of Companies, Maharashtra, Mumbai and registered.
vii) Term Loans: CY Nil (PY Rs.0.50)
Union Bank of India (UBI): Term Loan CY Nil (PY Rs.0.50)
The above Term Loans is secured by First charge by way of registered mortgage in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd on selected immovable properties of the Company situated at Village Bambhori, (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon 425001 and Shirsoli, Dist. Jalgaon-425001 in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.
The above Term loan of UBI is also personally guaranteed by four Directors including Managing Director of the Company in their personal capacity.
The above Term loan has fully repaid and memorandum of complete satisfaction of charge filed with the Registrar of Companies, Maharashtra, Mumbai and registered.
viii) Working Capital Loans:(Including WCTL, Cash Credit, Export Packing Credit, FCTL & FCNRB, Bill discounting): CY Rs.5,583.40 (PY Rs.5,657.67)
Consortium of Banks (In Alphabetical order) led by State Bank of India, Corporate Accounts Group (CAG Branch), Mumbai and D.N. Road Branch, Mumbai and sub limit with State Bank of India, Dana Bazar Branch, Jalgaon, Axis Bank Ltd., Mumbai, Andhra Bank, Mumbai,Bank of Baroda, Mumbai, Bank of Bahrain & Kuwait, Mumbai, Canara Bank, Jalgaon, Export Import Bank of India, Mumbai,IDBI Bank Ltd., Jalgaon & Pune, Indian Bank, Mumbai, Oriental Bank of Commerce, Mumbai, Punjab National Bank, Mumbai, Rabo Bank International, Mumbai, Standard Chartered Bank, Mumbai,Syndicate Bank, Mumbai, Union Bank of India, Mumbai and Yes Bank Ltd., Mumbai
The working capital loans are secured by a first pari-passu charge created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai on behalf of (consortium members) on whole of companyâs present and future stocks of raw material, finished goods, stocks in process, stores and spares and other raw materials, stored whether raw or in process of manufacture and all articles manufactured there from brought into store or be in or around the Companyâs godowns or factory premises at Jalgaon or elsewhere, including goods in transit or delivery and the Companyâs present and future book debts, outstanding monies, receivable, claims, bills, contracts, engagements, securities, investments, rights and assets of the Company.
The Working Capital Facilities as above are further secured by a second charge (First Charge in case of FCTL and FCNRB) ranking Pari-Passu by way of equitable mortgage created in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd., Mumbai on behalf of consortium members by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes. The whole of the movable properties of the Company (other than Current Assets) including its movable plant and machinery, machinery spares, tools and accessories and other movables, both present and future save and except the moveable assets which are exclusively charged to the other lenders.
The working capital loans are also secured by personal guarantee by the Managing Director and three other Directors of the Company in their personal capacity.
2) EMPLOYEE BENEFIT OBLIGATIONS
2(a) Defined Contribution plans
Provident Fund: Contribution towards provident fund for employees is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis.
2(b) Defined Benefit plans
Gratuity: The Company provides for gratuity, a defined benefit plan (the âGratuity Planâ) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employeeâs salary and the tenure of employment. The Companyâs liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. The fair value of the plan assets of the trust administered by the Company, is deducted from the gross obligation.
(i) Movement of defined benefit obligation and plan assets
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Notes:
1. Discount rate: The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.
2. Salary escalation rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.
Sensitivity of the defined benefit obligation to changes in weighted principal assumptions is
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice it is unlikely to occur, and changes in some of the assumptions may be correlated. The methods and types of assumption used in preparing the sensitivity analysis did not change compared to previous period.
Defined benefit liability and employer contribution:
The company has agreed that it will eliminate the deficit in defined benefit obligation over the next 10 years. Funding levels are monitored annually . The company considers that the contribution rates set at the last valuation date are significant to eliminate the deficit over the agreed period .
The expected maturity analysis of undiscounted gratuity is as follows:
Further, contribution to Defined contribution plan recognised as expense for the year as under:
a) Employers contribution to Provident fund CY Rs.68.66 (PY Rs.58.02) deposited with concerned authority.
b) Employers contribution to Pension scheme CY Rs.80.40 (PY Rs.72.54) deposited with concerned authority.
c) Employers contribution to Superannuation fund CY Rs.81.37 (PY Rs.59.63) managed by a Trust.
d) Employers contribution to ESIC CY Rs.39.62 (PY Rs.19.79)
e) Employers contribution to State Labour welfare fund CY Rs.0.40 (PY Rs.0.38)
The net of provision for unfunded leave encashment liability up to March 2018 is Rs.110.13 (PY Rs.108.65)
3) SHARE BASED PAYMENTS
(i) Details of the scheme - Employee stock option plan
Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, Nomination and Remuneration Committee (formerly Compensation Committee) of the Company has approved/ allotted following options to the eligible employees including working & non-executive directors.
(ii) Set out below is a summary of options granted under the plan :
In respect of (i) above, the Company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.
In respect of (iv) above, it includes corporate guarantee issued by the Company on behalf of its wholly owned subsidiary, Jain International Trading B.V, for issuance of note having bullet maturity value of US$ 200 million and maturing during financial year 2021-22.
4) LEASES
i) Operating Lease
The Company has entered into âOperating lease for premisesâ as defined in the Indian Accounting Standard 17 (Ind AS-17). Significant terms of the lease agreement are:
a) No transfer of ownership on termination of lease,
b) No compensation for transfer on termination of lease.
c) No renewal of lease on expiry of the lease period
The future minimum lease payments (MLP) under cancellable operating lease in the aggregate and for each of the following periods are as under:
The Company has entered into operating leases in respect of land, office premises, depots, guest house and others which are cancellable by giving appropriate notices as per respective agreements. During the year Rs.219.40 (PY Rs.185.78) has been debited to Statement of Profit and Loss.
ii) Finance Lease
Finance lease consist of vehicles which have been purchased by the Company on finance lease basis.
5(a) ACCOUNTING CLASSIFICATION AND FAIR VALUES
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.The Companyâs long-term loan has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value.
5(b) FAIR VALUE HEIRARCHY
Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an armâs length transaction. The Company has made certain judgements and estimates in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company as classified the financial instruments into three levels prescribed under the accounting standard. An explanation of each level is as follows:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments and bonds which are traded in stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: Level 2 hierarchy includes financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
Level 3: If one or more of the significant inputs is not based on the observable market data, the instrument is included in level 3 heirarchy.
5(c) VALUATION TECHNIQUE USED TO DETERMINE FAIR VALUE
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments.
- the fair value of forward foreign exchange contracts and principal swap is determined using forward exchange rate at the balance sheet date.
- the fair value of embedded option contracts is determined using the Black Scholes valuation model or such other acceptable valuation methodology
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis or such other acceptable valuation methodology
5(d) VALUATION PROCESS
The Company involves external valuation experts for performing valuation of financial assets and financial liabilities, which are accounted for at fair values. The Management regularly review the significant unobservable inputs and valuation adjustments.
- Discounts rates are determined using the capital assets pricing model to calculate a pre tax that reflects current market assessments of the time value of money and the risk specified to the assets.
- Risk adjustments specific to the counter parties ( including assumptions about credit default rates) are derived from credit risk grading determined by the Companyâs internal credit risk management teams.
- Changes in level 2 fair values are analyzed at the end of each reporting period during the quarterly valuations to understand the reasons for fair value movements.
Note:
Previous yearâs figures are given in bracket
The Company, in its quest for rural development, has supported through investment in buildings, facility and infrastructure in an initiative by Bhavarlal & Kantabai Jain Multipurpose Foundation to establish a residential school called âAnubhuti Schoolâ based upon Indian ethos and values. The Company also derives benefit from this investment in the form of usage of these facilities; children of Companyâs associates get priority admission into the school, etc.
The Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.
[1] * Wholly Owned Subsidiary Companies
[2] * Fellow Subsidiary Companies
[3] * Companies / Firms in which director, directorâs relatives are Directors / Shareholders / Partners
[4] * Key management personnel
[5] * Relatives of Key management personnel
[6] * Associate Company
6) FINANCIAL RISK MANAGEMENT
The Companyâs activities expose it to market risk, liquidity risk, and credit risk, which may have an adverse effects on its financial performance. In order to minimise the adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures and interest rate swap, principal only swap to hedge variable interest rate exposures. The sources of risk, which the entity is exposed to and how the entity manages these risks and their impact on financial statements is given below:
The sources of risk, which the entity is exposed to and how the entity manages these risks and their impact on financial statements is given below:
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The board of directors have established the Risk Management Committee, which is responsible for developing and monitoring the Companyâs risk management policies. The committee reports regularly to the board of directors on its activities.
The board and the risk management committee provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instrument, etc.
[A] Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.
Trade and other receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in normal course of business. Credit terms are in line with industry trends.
Summary of the Companyâs exposure to credit risk by age of the outstanding from various customers is as follows:
Expected credit loss assessment for customers as at 31 March 2017 and 31 March 2018
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behavior and extensive analysis of customer credit risk.
# The above debtors includes Government receivables which does not carry any due date.
Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks and financial institutions of Rs.2,648.96 and Rs.1,680.82 as at March 31, 2018 and March 31, 2017 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
Derivatives
The derivatives are entered into with credit worthy banks and financial institution counterparties. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
Investment in Bonds
The Company held âInvestment in Bonds of Rs.10 & Rs.10 as at 31 March 2018 and 31 March 2017 respectively. The Company limits its investment in Bonds in instruments having a credit rating which indicates high credit quality. The Company monitors the changes in credit risk.
[B] Liquidity risk
Liquidity risk is the risk that the Company encounters difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through committed credit facilities to meet the obligations when due.
Management monitors rolling forecasts of the Companyâs liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. The Company manages its liquidity risk by by preparing month on month cash flow projections to monitor liquidity requirements. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet these, monitoring the balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
i) Financing arrangements
The Company has access to the following undrawn borrowing facilities at the end of the reporting period:
ii) Maturities of financial liabilities
The below table analyses the Companyâs financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are contractual undiscounted cash flows, balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
# Embedded derivatives have been considered as part of the borrowings for the purpose of maturity disclosures.
* Financial guarantees issued by the company on behalf of subsidiary Rs.16,076.64 (PY Rs.13,841.72) are with respect to borrowing raised by the respective entity. These amounts will be payable on default by the concerned entity. As of the reporting date, none of the subsidiaries have defaulted and hence, the company does not have any present obligation to third parties in relation to such guarantee.
[C] Market risk
i) Foreign currency risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices etc. The Company operations involve foreign exchange transactions including import, export as well as financing and investment transactions and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to US$, EUR, GBP and CHF. Foreign currency risk arises from future commercial transactions and recognised in assets and liabilities denominated in foreign currency that is not Companyâs functional currency (i.e., INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of a high probable forecast transactions.
a) Foreign currency risk exposure
The Companyâs exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows:
b) Foreign currency sensitivity analysis
The sensitivity of profit and loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments. The following tables demonstrate the sensitivity to a reasonably possible change in US$ and EUR exchange rates, with all other variables held constant:
ii) Cashflow and fair value interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates. In order to optimize the Companyâs position with regards to interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Accordingly, the Company endeavors to gradually reduce the exposure to variable interest rate borrowings.
The Companyâs main interest rate risk arised from long-term borrowings with variable rates, which expose the group to cash flow interest rate risk. The Companyâs borrowings at variable rate were mainly denominated in INR, US$, and CHF.
The Companyâs fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of change in market interest rates.
The Company manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.
a) Interest rate exposure
The exposure of the Companyâs borrowing to interest rate changes at the end of the reporting period is as follows:
The Company uses interest rate swaps to hedge a portion of foreign currency borrowings. The borrowings denominated in indian rupee bore interest at floating rates and are unhedged. As of March 31, 2018 and March 31, 2017, the Company had outstanding interest rate swap agreegating Rs.2,336.38 and Nil respectively.
b) Sensitivity
Profit or loss is sensitive to higher/ lower interest expense from borrowings as a result of changes in interest rates. A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
(iii) Other market price risks:
The Company is exposed to equity price risk, which arises from FVTPL equity securities. The Company has a very insignificant portion of amounts invested in unquoted equity instruments other than subsidiaries, joint venture and associates. The management monitors the proportion of equity instruments in its investment portfolio based on market indices.
For quoted investments carried at fair value through profit and loss, the impact of 5% increase in the value of portfolio at the reporting date on profit or loss would have been an increase of Rs.0.01 after tax (2015-16: Rs.0.01 after tax). An equal change in opposite direction would have decreased profit or loss by Rs.0.01 after tax (2015-16: Rs.0.01 after tax).
7) CAPITAL MANAGEMENT
The Companyâs policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
The Company monitors capital using a ratio of âadjusted net debtâ to âadjusted equityâ. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity.
The Company monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cashand cash equivalents) divided by total âequityâ (as shown in the balance sheet, including non controlling interests).
The Companyâs target is to maintain a debt equity ratio under 1:1. The gearing ratios were as follows:
8) OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The Company enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances - e.g. when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.
The ISDA master netting agreement do not meet the criteria for offsetting in the balance sheet. This is because the Company does not have any currently legally enforceable right to offset recognised amounts, because the right to offset is enforceable only on the occurrence of future events such as a default on the bank loans or other credit events.
The following table sets out the carrying amounts of recognised financial instruments that are subject to the above agreements:
9) SEGMENT INFORMATION
In accordance with Ind AS 108 âOperating Segmentsâ, segment information has been given in the Consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.
10) Comparative previous yearâs figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to confirm to current yearâs classification and presentation.
Mar 31, 2017
Notes:
1) Discount rate: The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.
2) Salary escalation rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
3) Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.
Sensitivity of the defined benefit obligation to changes in weighted principal assumptions is
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice it is unlikely to occur, and changes in some of the assumptions may be correlated. The methods and types of assumption used in preparing the sensitivity analysis did not change compared to previous period.
Defined benefit liability and employer contribution:
The company has agreed that it will eliminate the deficit in defined benefit obligation over the next 10 years. Funding levels are monitored annually . The company considers that the contribution rates set at the last valuation date are significant to eliminate the deficit over the agreed period .
Further, contribution to Defined contribution plan recognized as expense for the year as under:
a) Employers contribution to Provident fund CY Rs, 58.02 (PY Rs, 50.07) deposited with concerned authority.
b) Employers contribution to Pension scheme CY Rs, 72.54 (PY Rs, 70.67) deposited with concerned authority.
c) Employers contribution to Superannuation fund CY Rs, 59.63 (PY Rs, 55.45) managed by a Trust.
d) Employers contribution to ESIC CY Rs, 19.79(PYRs, 1.25)
e) Employers contribution to State Labour welfare fund CY Rs, 0.38 (PY Rs, 0.45)
The net of provision for unfunded leave encashment liability up to March 2017 is Rs, 108.65 (PYRs, 63.04)
1) SHARE BASED PAYMENTS
(i) Details of the scheme - Employee Stock option plan
Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, Nomination and Remuneration Committee (formerly Compensation committee) of the Company has approved/ allotted following options to the eligible employees including working & non-executive directors.
2.(b) FAIR VALUE HEIRARCHY
Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm''s length transaction. The Company has made certain judgments and estimates in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company as classified the financial instruments into three levels prescribed under the accounting standard. An explanation of each level is as follows:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments and bonds which are traded in stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: Level 2 hierarchy includes financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates.
Level 3: If one or more of the significant inputs is not based on the observable market data, the instrument is included in level 3 hierarchy.
3.(c) VALUATION TECHNIQUE USED TO DETERMINE FAIR VALUE
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments.
- the fair value of forward foreign exchange contracts and principal swap is determined using forward exchange rate at the balance sheet date.
- the fair value of embedded option contracts is determined using the Black Scholes valuation model or such other acceptable valuation methodology
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis or such other acceptable valuation methodology.
All of the resulting fair value estimates are included in level 2 except for redeemable preference shares , where the fair values have been determined based on the present values and the discount rates used were adjusted for counterparty or own credit risk.
The redeemable preference shares (''RPS'') carry a non-cumulative coupon rate of 6%. Further, JISL Overseas Limited has not declared any dividends on the aforesaid RPS from the date of issue till date. Therefore, the Company has valued the RPS based on the present value of cash flows only from redemption on the maturity date i.e. 8 years from the date of issue.
The present value technique under income approach has been applied to arrive at the fair value of RPS held by the Company. The fair value is arrived based on discounting the redemption value by a risk adjusted discounting rate. The risk adjusted discounting rate is taken after considering the following factors:
- Cost of debt of JISL Overseas Limited; and Risk attached to such preference shares
4.(f) VALUATION PROCESS
The Company involves external valuation experts for performing valuation of financial assets and financial liabilities, which are accounted for at fair values. The Management regularly review the significant unobservable inputs and valuation adjustments.
- Discounts rates are determined using the a capital assets pricing model to calculate a pre tax that reflects current market assessments of the time value of money and the risk specified to the assets.
- Risk adjustments specific to the counter parties (including assumptions about credit default rates) are derived from credit risk grading determined by the Company''s internal credit risk management teams.
Changes in level 2 and level 3 fair values are analyzed at the end of each reporting period during the quarterly valuations to understand the reasons for fair value movements.
5) RELATED PARTY TRANSACTIONS
A) Related parties and their relations
1) Subsidiary Companies - First Level
Name of Party Relation
JISL Overseas Ltd., Mauritius Subsidiary of Jain Irrigation Systems Ltd.
Jain International Trading BV, Netherlands Subsidiary of Jain Irrigation Systems Ltd.
Jain Processed Foods Trading and Investment Pvt. Ltd., Jalgaon Subsidiary of Jain Irrigation Systems Ltd.
Jain Farm Fresh Foods Limited, Jalgaon Subsidiary of Jain Irrigation Systems Ltd.
2) Fellow Subsidiary Companies - Second/Multi Level
Name of Party Relation
Jain America Foods, Inc. (Formerly Jain (Americas) Inc. USA Subsidiary of Jain International Foods Ltd.
Jain America Holdings, Inc (Formerly Jain (Americas) Inc. USA Subsidiary of JISL Overseas Ltd., Mauritius
Jain (Europe) Ltd., UK Subsidiary of JISL Overseas Ltd., Mauritius
Jain Overseas B.V. Netherland WOS of Jain International Trading BV
Cascade Specialties Inc, USA Jain America Foods Inc., USA
Jain Irrigation Holding, Inc, USA (Formerly Jain (Americas) Inc. USA)
Jain Irrigation Inc, Delaware WOS of Jain America Holdings, Inc, Delaware
Point Source Irrigation Inc, USA
WOS of Jain Irrigation Inc, Delaware Jain Agricultural Services LLC, USA
JISL Global SA , Switzerland
WOS of Jain Overseas B V, Netherland Jain (Israel) BV, Netherland
JISL Systems SA , Switzerland WOS of JISL Global SA, Switzerland
Naandan Jain Irrigation Ltd., Israel Subsidiary of Jain (Israel) BV, Netherland
Gavish Control Systems Ltd., Israel WOS of Jain (Israel) BV, Netherland
The Machines Yvonand S.A., Switzerland WOS of JISL Systems SA, Switzerland
Pro Tool AG, Switzerland Subsidiary of The Machine Yvonand S.A.
Switzerland
Name of Party Relation
Naan Dan Agro-Pro Ltd., Israel Subsidiary of Naandan Jain Irrigation Ltd.
NaanDan Jain France Sarl, France
NaanDan Jain Australia Pty Ltd., Australia
NaanDan Do Brasil Participacoes Ltd. Brazil
NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brasil
NaanDan Jain Mexico, S.A. De C.V Mexico
NaanDan Jain S.R.L.,Italy
NaanDan Jain Iberica S.C., Spain
NaanDan Jain Peru S.A. C, Peru
Naan Dan Jain Irrigation Projects S.R.L., Romania
Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey
Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation Ltd.
Jain International Foods Ltd. WOS of Jain Farm Fresh Foods Ltd.
(Formerly SQF 2009 Ltd.)
Sleaford Food Group Ltd., UK Wholly Owned Subsidiary of Jain International
Sleaford Quality Foods Ltd., UK Foods Ltd (Formerly SQF 2009 Ltd.)
Arnolds Quick Dried Foods Ltd., UK Wholly Owned Subsidiary of Jain International
Foods Ltd (Formerly SqF 2009 Ltd.)
Ex-cel Plastics Ltd., Ireland WOS of Jain (Europe) Ltd., UK
Driptech India Pvt. Ltd., Jalgaon Subsidiary of Jain Processed Foods Trading and
Investment Pvt. Ltd.
JIIO, California WOS of Jain Irrigation Holdings, Inc., Delaware
Jain Distribution Holdings, Inc. Subsidiary of Jain America Holdings, Inc.
White Oak Frozen Foods, USA Subsidiary of Cascade Specialties Inc, USA
Jain Agricultural Services Australia Pty. Ltd., Australia Subsidiary of Jain Agricultural Services LLC, USA
Excel Plastic Piping Systems Ltd., France Subsidiary of Jain (Europe) Ltd., UK
6) Companies/Firms in which Directors, Relatives of Directors are Directors/Partners a) Domestic Companies
Name of Company
Atlaz Technology Pvt. Ltd.
Labh Subh Securities International Ltd.
Jain Vanguard Polybutylene Ltd.
JAF Products Pvt. Ltd.
Jain Brothers Industries Pvt. Ltd.
Pixel Point Pvt. Ltd.
Jain Extrusion & Moulding Pvt. Ltd.
Cosmos Investment & Trading Pvt. Ltd.
Jain Eagro.Com India Pvt. Ltd.
Jalgaon Investments Pvt. Ltd.
Stock & Securities India Pvt. Ltd.
Jain Rotfil Heaters Pvt. Ltd.
Timbron India Pvt. Ltd.
Gandhi Research Foundation (section 8 Company)
Kantabai Bhavarlal Jain Family Knowledge Institute (Section 8 Company)
Aadhunik Hi-Tech Agriculture Pvt. Ltd.
Partnership Firms
Name of Company
Jain Computer & Allied Services, Jalgaon Jalgaon Udyog , Jalgaon
Jalgaon Metal & Bricks Manufacturing Co, Jalgaon
Proprietorship Concerns
Name of Company
PVC Trading House, Jalgaon Drip & Pipe Suppliers, Jalgaon Plastic Enterprises, Jalgaon Jain Sons & Investment Corporation, Jalgaon Trust / Section 8 Companies Name of Company Anubhuti Scholarship Foundation, Jalgaon Bhavarlal and Kantabai Jain Multipurpose Foundation, Jalgaon Trust Entities Name of Company Jain Family Holding Trust, Jalgaon Jain Family Investment Trust, Jalgaon Jain Family Enterprises Trust, Jalgaon Jain Family Investment Management Trust, Jalgaon Jain Family Trust, Jalgaon
Foreign companies Name of Company
Jain investments & Finance B.V., Netherlands Jain Overseas Investment Ltd., Mauritius
7) Key Management Personnel
Name Designation
Shri. Ashok Bhavarlal Jain Chairman
Shri. Anil Bhavarlal Jain Vice Chairman & Managing Director
Shri. Ajit Bhavarlal Jain Joint Managing Director
Shri. Atul Bhavarlal Jain Joint Managing Director
Shri. R. Swaminathan Executive Director
Shri. Manoj L. Lodha Chief Finance Officer
Shri. Avdhut V. Ghodgaonkar Company Secretary
5) Relatives of Key Management Personnel
Smt. Jyoti Ashok Jain Wife of Ashok B Jain
Smt. Nisha Anil Jain Wife of Anil B. Jain
Smt. Shobhana Ajit Jain Wife of Ajit B. Jain
Smt. Bhavana Atul Jain Wife of Atul B Jain
Shri. Athang Anil Jain Son of Anil B. Jain
8) FIRST-TIME ADOPTION OF IND AS
"These are Company''s first standalone financial statements prepared in accordance with Ind AS. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31st March 2017, the comparative information presented in these financial statements for the year ended 31st March 2016 and in the preparation of an opening Ind AS balance sheet at 1st April 2015 (the Company''s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP)."
A) Exemptions and exceptions availed
A.1)Ind AS mandatory exceptions
A.1.1)Estimates
"An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2015 are consistentwiththeestimatesasatthesamedatemadeinconformitywithpreviousGAAP.TheCompanymadeestimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP: 1. Investment in equity instruments carried at FVTPL;
2) Investment in debt instruments carried at FVTPL;
3) Impairment of financial assets based on expected credit loss model; and
4) Biological asset"
A.1.2)De-recognition of financial assets and liabilities
Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions. The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.
A.1.3)Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.
A.2) Ind AS optional exemptions
A.2.1) Deemed cost
Ind AS 101 permits a first-time adopter to elect to measure an item of property, plant and equipment at the date of transition to Ind ASs at its fair value and use that fair value as its deemed cost in the financial statements as at the date of transition to Ind AS. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties. Accordingly, the Company has elected to measure land and buildings (including green / poly houses) at fair value as at transition date and use that fair value as deemed cost for those assets. All other items of property, plant and equipment and intangible assets have been retrospectively restated using Ind AS 16, Property, plant and equipment and Ind AS 38, Intangible assets retrospectively.
A.2.2) Business Combination
Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.
A.2.3) Arrangements containing a lease
Ind AS 101 provides the option to determine whether an arrangement existing at date of transition is, or contains, a lease based on the facts and circumstances at that date and not at lease start date. Accordingly, the company has elected to determine arrangement existing at the date of transition and not at lease start date.
A.2.4) Long Term Foreign Currency Monetary Items
The Company has chosen to continue the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognized in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP as permitted by Ind AS.
A.2.5) Investments in subsidiaries and associate
Ind AS 101 provides the option to measure investments in subsidiaries and associates at previous GAAP carrying amount as the deemed cost, if the Company in its separate financial statements have elected to account for its investments in subsidiaries and associates at cost. The Company has opted to report the previous gaap carrying amount as deemed cost for investments in subsidiaries and associate.
B) Reconciliations between previous GAAP and Ind AS
In preparing our opening Ind AS balance sheet, we have adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAPto Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.
Notes to Reconciliation
i) Property, plant and equipment
(a)Fair value as deemed cost for land and buildings
The Company has elected to measure freehold land and buildings (including green / poly house) at fair value as at the transition date to Ind AS. At the date of transition to Ind AS, land and building (including green / poly house) have been fair valued to '' 16,542.15 and Rs, 8,779.76 respectively and an increase of'' 14,928 and'' 4,682.83 has been recorded for land and building (including green / poly house) respectively. The carrying amounts of land and building (including green / poly house) as per the previous gaap were '' 1,614.04 and '' 4,096.93 respectively.
(b) Restatement as per Ind AS 16, Property, plant and equipment
The Company has restated all other items of Property, plant and equipment other than land and buildings (including green / poly houses) using Ind AS 16, Property, plant and equipment retrospectively. The Company has adjusted government grants including duty saved on Export Promotion Capital Goods scheme, foreign exchange gain / loss and borrowing cost which have been capitalized under previous GAAP.
(c)Capitalization of spare parts
Under previous GAAP, spare parts were classified as inventory and charged to Statement of Profit and Loss in the period in which they were issued for use. Under Ind AS, spare parts used over more than one period are classified as property, plant and equipment and depreciated from the date of purchase. The Company has done the adjustment on transition date retrospectively.
ii) Investments
Under previous GAAP, investments in quoted equity instruments, mutual funds and redeemable preference shares were recorded at cost. Under Ind AS, investments are required to be valued at fair value. The Company has classified these instruments as fair value through profit and loss and adjusted the amounts as on transition date.
iii) Derivative instruments
Under previous GAAP, only mark-to-market losses on derivative instruments was recorded in the financial statements. For accounting for principal only swaps and forward contracts taken against loans, at the inception of swap/forward contract, the forward premium was separated and amortized as expense over the tenure of the contract. Under Ind AS, derivatives are required to be valued at fair value. The Company has recorded these instruments as fair value through profit and loss and adjusted the amounts as on transition date.
iv) Biological assets
Under previous GAAP, plants grown for tissue culture were recorded at cost of production and classified as inventory. Under Ind AS, as per Ind AS 41, the plants grown for tissue culture are considered as biological assets and have been recorded at fair value less cost to sell. The Company has recorded these adjustments retrospectively from the transition date.
v) Trade Receivables
As per Ind AS 109, the Company is required to apply expected credit loss model for recognizing the allowance for doubtful debts. As a result, the Company has estimated lifetime expected credit losses and recorded the same as at the transition date.
vi) Borrowings
Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in the Statement of Profit and Loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were taken to prepaid expenses and charged to Statement of Profit and Loss during the term of the borrowings. Accordingly, these transaction costs shown as prepaid expenses under previous GAAP have been reclassified to borrowings as at each balance sheet date.
vii) Embedded Derivatives
Ind AS 109 requires embedded derivatives to be separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met. The Company has reviewed the equity conversion option embedded in a convertible bond denominated in foreign currency and concluded the same to be an embedded derivative. The Company has accounted for the same at fair value through profit and loss as at the transition date. Further, the liability component was also restated using effective interest rate method.
viii)Financial guarantees
Ind AS 109 requires financial guarantee contracts to be recognized as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance with Ind AS 37 and the amount initially recognized less cumulative amortization, where appropriate. The Company has calculated and recognized the financial guarantee liability as at the transition date.
ix) Compound instruments
The Company has issued Compulsorily convertible debentures during the year ended 31-Mar-2016. Under the previous GAAP, the same was classified as borrowings. Under Ind AS 32, entities should split compound financial instruments into separate equity and liability components. Accordingly, the Company has recorded the compound instruments by applying the requirements of Ind AS 32 and restated the balances accordingly.
x)Proposed Dividend
Under the previous GAAP, dividends proposed by the board of directors after the Balance Sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend as at March 31, 2016 and as at April 1, 2015 included under provisions has been reversed with corresponding adjustment to retained earnings.
xi) Provisions
The Company has a practice of accepting sales returns. Accordingly under Ind AS, the Company has recorded sales return based on analysis of historical data of sales returns. The Company has accordingly adjusted revenue for the year March 31, 2016.
xii) Excise Duty
Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of the Statement of Profit and Loss as part of expenses. There is no impact on the total equity and profit.
xiii) Remeasurements of post-employment benefit obligations
Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of Statement of Profit and Loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. There is no impact on the total equity as at March 31, 2016.
xiv) Accounting for slump sale of food business
The sale of food business from Jain Irrigation Systems Limited to Jain Farm Fresh Foods Limited has been accounted for as a slump sale under the previous GAAP. The sale of the food business under Ind AS is considered as as a business combination and hence the same has been restated using common control transaction principles laid down under Ind AS 103, Business Combinations. Accordingly, the difference between the considerations received and the carrying value of net assets and liabilities taken over have been adjusted against the Investment in the subsidiary.
xv)Foreign currency monetary items translation difference (FCMITDA)
The balance of Foreign currency monetary items translation difference (FCMITDA) has been reclassified to Other equity as a component of other reserve.
xvi)Deferred tax
Under Ind AS MAT credit receivable is recorded as deferred tax asset and hence the Company has reclassified the same under deferred tax assets. Further, deferred taxes have been recognized on the adjustments made on transition to Ind AS.
xvii)Bank overdraft
Under Ind AS, bank overdrafts repayable on demand and which form part of the cash management process are included in cash and cash equivalents for the purpose of presentation of statement of cash flows. Under the previous GAAP, bank overdrafts were considered as part of other current liabilities. Consequently cash and cash equivalents for the purpose of cash flows have reduced under Ind AS.
xviii)Unpaid dividend bank account
Under Ind AS, unpaid dividend bank accounts are not included in cash and cash equivalents for the purpose of presentation of statement of cash flows. Under the previous GAAP, unpaid dividend bank accounts were considered as part of cash and cash equivalents. Consequently cash and cash equivalents for the purpose of cash flows have reduced under Ind AS.
9) OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES
"The Company enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances - e.g. when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions. The ISDA master netting agreement do not meet the criteria for offsetting in the balance sheet. This is because the Company does not have any currently legally enforceable right to offset recognized amounts, because the right to offset is enforceable only on the occurrence of future events such as a default on the bank loans or other credit events"
10.) Comparative previous yearâs figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to confirm to current yearâs classification and presentation.
Mar 31, 2016
b) Terms and conditions of differential voting rights (DVR)
The DVR equity shareholders have the same rights as the Ordinary Equity Shares of the Company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting). Any DVR holder holding less than 10 DVR equity shares holds fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report and other information / correspondence from time to time, to receive bonus and / or rights shares of the same class of shares as and when such an issue is made in respect of Ordinary Equity Shares and in the same ratio and terms.
In case of buy back or reduction of capital of Ordinary Equity Shares, the DVR equity shares have right subject to buyback or reduction on the same terms as Ordinary Equity Shares. Further, in case of issue of Ordinary Equity Shares or any other securities or assets to ordinary equity shares in case of amalgamation / demerger / re-organization / reconstruction, the DVR Equity Shares have right to receive DVR Equity Shares and any other securities / assets as issued to Ordinary Equity Shares. They have right to hold separate class meeting if their rights are affected in any manner adversely.
c) Refer Notes 1(T) and 32 for disclosure related to employee stock option plan
d) Pursuant to resolution passed by the Board of Directors of the Company at the meeting held on March 24, 2016, the Company has allotted 14,100,000 Ordinary Equity Shares of Rs. 2 each at a premium of Rs. 78 each in conversion of 14,100,000 equity warrants of Rs. 80 each to promoter group entity on preferential basis.
e) Pursuant to the shareholdersâ approval on December 3, 2015, the Company has on March 11, 2016 issued and allotted 36,200,000 Compulsorily Convertible Debentures (cCds) of '' 80 each to Mandala Rose Co-investment Ltd., Mauritius (âinvestorâ). The CCDs shall be converted into Equity Shares at a conversion price of '' 80 per Equity Share. Till conversion, CCDs shall carry interest at the rate of 5% per annum. CCDs shall be converted within 18 months. The CCDs are raised for the purpose of repayment of borrowings of the Company and for consummation of the transactions contemplated under the investment agreements with the investor. The CCDs have been classified as a part of âLong Term Borrowingsâ as per provisions of schedule III of the Act.
f) Shareholders'' holding more than 5% of Equity Share Capital / Equity Share Capital with differential voting rights
Note
a) Pursuant to prepayment of Rs. 373.00 million in March 16, the balance borrowings are repayable in 16 installments starting from 11th July 2017 to 11th October 2018.
b) Pursuant to prepayment of Rs. 17.75 million in March 16, the balance borrowings are repayable in 12 installments starting from 31st March 2017.
c) Pursuant to prepayment of Rs. 48.00 million in March 16, the balance borrowings are repayable in 26 quarterly installments of Rs. 12.12 million to Rs. 29.73 million starting from 15th April 2016.
d) Pursuant to prepayment of Rs. 19.60 million, balance loan would be repaid in 13 quarterly installments of Rs. 62.50 million each starting from 15th March 2017.
Security Details
i) Export Import Bank of India (EXIM): Foreign Currency Term Loan:
Import Finance Programmed (US$ 1.05 million): Rs. 17.03 million (PY Rs. 48.22 million)
The facility i.e. Non-Fund based by issuance of Standby Letter of Credit (SBLC) is secured exclusively by way of mortgage by deposit of title deeds of agricultural lands covered under Gat No. 17/1 and measuring 14H-18R situated at Takarkheda Shivar, Taluka Erandol, District Jalgaon in the state of Maharashtra for due repayment and discharge by the Company to Exim Bank of the said facility and reimbursement of payments, if any, that may need to be made by Exim bank under or in respect of the SBLC(s) granted / agreed to be granted.
The above facility is also personally guaranteed by the Managing Director and Joint Managing Director of the Company in their personal capacity.
ii) Export Import Bank of India (EXIM): Term Loan: Rs. 629.50 million (PY Nil)
The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.
The loan is further secured by way of mortgage by deposit of title deeds of selected lands measuring 35.02 Hectares (86.53 Acres) situated at Takarkheda Shivar, Taluka Erandol, District Jalgaon in the state of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth.
The loans are further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.
The creation of charge on selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra is in process.
iii) ECB Loan - International Finance Corporation (IFC) of US$ 60 million: CY Rs. 723.64 million (PY US$ 60 million equivalent to Rs. 1,365.61 million)
a) ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)
The ECB Loan is secured by exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor, Andhra Pradesh and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Chittoor, Andhra Pradesh.
The above ECB loan has fully / been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.
b) ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)
Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company''s facilities at Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at Company''s facilities at Bhavanagar (Gujarat) and Hyderabad (Andhra Pradesh)
c) ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)
Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company''s facilities at Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the
Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2009182) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
d) ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)
Exclusive first Charge over specific movable plant, machinery and equipment of the Company at Company''s facilities at Plastic Park, Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2010019) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
iv) ECB Loan - Senior Lenders of US$ 89 million: CY Rs. 5,408.81 million (PY US$ 89 million equivalent to Rs. 5,567.11 million)
a) International Finance Corporation (IFC) of US$ 24.00 million: CY Rs. 1,487.97 million (PY US$ 24.00 million equivalent to Rs. 1,501.80 million) (Loan Key No 201210122)
b) Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 17.00 million: CY Rs. 1,005.70 million (PY US$ 17.00 million equivalent to Rs. 1,061.41 million) (Loan Key No 201212201)
c) Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 3.00 million: CY Rs. 177.48 million (PY US$ 3.00 million equivalent to Rs. 187.31 million) (Loan Key No 201212212)
d) Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 17.00 million: CY Rs. 1,047.11 million (PY US$ 17.00 million equivalent to Rs. 1,064.05 million) (Loan Key No 201212202)
e) Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 3.00 million: CY Rs. 184.78 million (PY US$ 3.00 million equivalent to Rs. 187.77 million) (Loan Key No 201212213)
f) Deutsche Investitions-Und Entwicklungsgesellschaft MBH (DEG) of US$ 17.00 million: CY Rs. 1,023.91 million (PY US$ 17.00 million equivalent to Rs. 1,064.05 million) (Loan Key No 201212200)
g) Deutsche Investitions-Und Entwicklungsgesellschaft MBH (DEG) of US$ 8.00 million: CY Rs. 481.84 million (PY US$ 8.00 million equivalent to Rs. 500.72 million) (Loan Key No 201212214)
The charge ranks subservient to the charge created in favour of International Finance Corporation to secure its loan of US$ 60 million (Loan Key Nos. 2007872, 2008534, 2009182 and 2010019) over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon (Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).
The above ECB loan (Loan Key Number 201210122) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.
The above is interim security and was completed in April, 2013. Final security was created on 21st April, 2014, the release of interim security is in process.
The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:
1. Gat No. 220, total admeasuring H.1.58 R. situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:
2. Gat No. 118/1, total admeasuring H.0.99 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
3. Gat No. 119/1, total admeasuring H.1.42 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
4. Gat No. 122, total admeasuring H.1.76 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
5. Gat No. 139/11, total admeasuring H.3.06 R. situated at Shirsoli PB. Tal. & Dist. Jalgaon:
6. Gat No. 139/12, total admeasuring H.3.08 R. situated at Shirsoli PB. Tal. & Dist. Jalgaon: together with all existing and future buildings, erections, structures, go downs and constructions of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto and all the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.
The charge on movable and immovable properties situated at Chittoor (Andhra Pradesh) and Vadodara (Gujarat) are released by Security Trustee i.e. IDBI Trusteeship Services Ltd. on behalf of Senior Lenders. The filing of modification of charge with the Registrar of Companies, Mumbai, Maharashtra is in process.
v) IDFC Ltd.: Term Loan: CY Rs. 413.64 million (PY Rs. 588.32 million)
The Term Loan is secured by a first charge on movable properties including Plant & Machinery, machinery spares, vehicles, equipments, all office equipment and furniture and other movable assets pertaining to project and book debts, receivables, commission, revenue of project.
The loan is further secured by First charge by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.
The loan is also personally guaranteed by the Managing Director and three other Directors of the Company in their personal capacity.
vi) The South Indian Bank Ltd.: Term Loan: CY Rs. 250.00 million (PY Rs. 500.00 million)
The Term Loan is secured by first charge by way of Equitable mortgage on the various immovable properties of the Company situated at Elayamuthoor village, Andiyagoundanoor village, West Komaralingam village, Udumalpet Taluk, Tiruppur district, Tamilnadu.
The loans as above are also personally guaranteed by the Managing Director of the Company in his personal capacity.
vii) Vehicle Loan: CY Rs. 30.48 million (PY Rs. 31.91 million)
The loan is secured by exclusive charge on specific vehicles.
viii) Corporate Loan / Term Loans: CY Rs. 2,807.00 million (PY Rs. 3,500.00 million)
a. IFCI Ltd. Corporate Loan* : CY Rs. 804.00 million (PY Rs. 1,000.00 million)
b. IFCI Ltd. Corporate Loan* : CY Rs. 1,000.00 million (PY Rs. 1,000.00 million)
c. Union Bank of India (UBI) Term Loan** : CY Rs. 451.00 million (PY Rs. 500.00 million)
d. Yes Bank Ltd. Term Loan*** : CY Rs. 552.00 million (PY Rs. 1,000.00 million)
The above Corporate Loans / Term Loans are secured by First charge by way of registered mortgage in favor of Security Trustee i.e. IDBI Trusteeship Services Ltd. on selected immovable properties of the Company situated at Village Bambhori, (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon-425 001 and Shirsoli, Dist. Jalgaon-425 001 in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.
* The above Corporate Loans are also secured by exclusive charge by way of registered mortgage on the freehold lands admeasuring 270.35 acres situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in Tamil Nadu, together with all buildings, structures, erections, etc. constructed and / or to be constructed thereon, both present and future, and being, lying and situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in the state of Tamil Nadu and within the jurisdiction of Sub Registration District of Udumalpet, and within the Registration District of Tirupur and Sub Registration District of Keeranur, and within the Registration District of Palani, in the State of Tamil Nadu belonging to the Company.
The above corporate Loans are also personally guaranteed by the Managing Director of the Company in his personal capacity.
** The above Term loan of UBI is also personally guaranteed by four Directors including Managing Director of the Company in their personal capacity.
*** The above Term Loan of Yes Bank Ltd. is also personally guaranteed by the Managing Director of the Company in his personal capacity
ix) Staragri Finance Ltd. : Term Loan : CY Rs. 250.00 million (PY Nil)
The Term Loan is secured by a first and exclusive charge on the land & structure (Land admeasuring 16.49 Hectares (40.747 Acres) along with structure thereon (both present and future) located at Gat No. 45 & 47, village Valkhed, Taluka-Dindori, Dist Nashik, Maharashtra.
The loan is also personally guaranteed by the Managing Director of the Company in their personal capacity.
Security details
i) Working Capital Loans: (Including WCTL, Cash Credit, Export Packing Credit, FCTL & FCNRB):
CY Rs. 13,122.42 million (PY Rs. 13,928.91 million)
Consortium of Banks (In Alphabetical order) led by State Bank of India, Corporate Accounts Group (CAG Branch), Mumbai and D.N. Road Branch, Mumbai and sub limit with State Bank of India, Dana Bazar Branch, Jalgaon, Axis Bank Ltd., Mumbai, Bank of Baroda, Mumbai, Canara Bank, Jalgaon, Export Import Bank of India, Mumbai, IDBI Bank Ltd., Jalgaon & Pune, Indian Bank, Mumbai, Punjab National Bank, Mumbai, Rabo Bank International, Mumbai, Standard Chartered Bank, Mumbai, State Bank of Patiala, Mumbai, Syndicate Bank, Mumbai, Union Bank of India, Mumbai and Yes Bank Ltd., Mumbai.
The working capital loans are secured by a first pari-passu (between consortium members) charge on whole of Company''s present and future stocks of raw material, finished goods, stocks in process, stores and spares and other raw materials, stored whether raw or in process of manufacture and all articles manufactured there from brought into store or be in or around the Company''s godowns or factory premises at Jalgaon or elsewhere, including goods in transit or delivery and the Company''s present and future book debts, outstanding monies, receivable, claims, bills, contracts, engagements, securities, investments, rights and assets of the Company. The Working Capital Facilities as above are further secured by a second charge (First Charge in case of FCTL and FCNRB) ranking pari-passu by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.
The working capital loans are also secured by personal guarantee by the Managing Director and three other Directors of the Company in their personal capacity.
The estimate of future salary increase considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors.
Further, contribution to defined contribution plan recognized as expense for the year as under:
a) Employers contribution to Provident fund CY Rs. 45.76 million (PY Rs. 48.76 million) deposited with concerned authority.
b) Employers contribution to Pension scheme CY Rs. 7.67 million (PY Rs. 62.83 million) deposited with concerned authority.
c) Employers contribution to Superannuation fund CY Rs. 53.92 million (PY Rs. 53.94 million) managed by a Trust.
d) Employers contribution to ESIC CY Rs. 1.25 million (PY Rs. 1.15 million)
The net of provision for unfunded leave encashment liability up to March 2016 is Rs. 63.04 million (PY Rs. 70.85 million)
1. Employee stock option plan
Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, Nomination and Remuneration Committee (formerly Compensation committee) of the company has approved / allotted following options to the eligible employees including working & non-executive directors.
The discount to market price on above ESOP has been accounted / amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP guidelines issued by the SEBI.
No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company.
Out of the total 10,000,000 ESOPs granted, as of March 31, 2016, 7,053,925 ESOPs have been converted into equity shares of the Company.
A Pursuant to resolution passed in AGM held on 27th September 2013, the issue price has been revised to 10% discounted price of share price existed on date of AGM or price as may be determined by ESOP Committee from time to time.
2. Leases
The Company has entered into "Operating lease for premisesâ as defined in the Accounting Standard 19 (AS-19). Significant terms of the lease agreement are:
a) No transfer of ownership on termination of lease,
b) No compensation for transfer on termination of lease.
c) No renewal of lease on expiry of the lease period
The future minimum lease payments (MLP) under non-cancelable operating lease in the aggregate and for each of the following periods are as under:
Notes:
- Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into account the organization structure as well as the differential risks and returns of these segments.
- The Company has disclosed business segment as the primary segment and type of products and services in each segment: a) Hi-tech Agri Input Products: Micro & Sprinkler Irrigation, PVC Pipes, Bio-tech Tissue Culture. b) Industrial Products: PVC & PC Sheets, PE Pipes, Onion & Vegetable Dehydration, Fruit Processing.
c) Non-conventional Energy: Wind Energy, Solar & Bio-gas.
- The revenue and results figure given above are directly identifiable to respective segments and expenditure on common services incurred at the corporate level are not directly identifiable to respective segments have been shown as "Other Un-allocable expenditureâ.
- The other information figures given above are directly identifiable to respective segments and information for corporate services for head office and investments related to acquisitions have been shown as "Others Un-allocableâ.
B] Derivative instruments outstanding
I. The company has Interest Rate Swap (IRS) on foreign currency loans - Long term Loan of US$ 2.73 million (PY US$ 8.18 million)
II. The Company has Principal only Swap (POS) on foreign currency loans - Long term Loan of CHF Nil million & US$ 21.22 million (PY CHF Nil & US$ 24.24 million)
III. The company have forward cover on foreign currency loans US$ 5.43 million (PY US$ 5.81 million)
3. Related party transactions A] Related parties and their relation
[1] Subsidiary companies
i) JISL Overseas Ltd., Mauritius iii) Jain Processed Foods Trading & Investments Pvt. Ltd., Jalgaon
ii) Jain International Trading B.V., Netherland iv) Jain Farm Fresh Foods Ltd.
Note: Previous year''s figures are given in bracket & italics
Personal guarantees of promoters given to Consortium bank and FI''s for various credit facilities provided to the Company and counter guaranteed by the Company is amounting to Rs. 43,249.94 million (PY Rs. 44,740.94 million).
The Company, in its quest for rural development, has supported through investment in buildings, facility and infrastructure in an initiative by Bhavarlal & Kantabai Jain Multipurpose Foundation to establish a residential school called "Anubhuti School" based upon Indian ethos and values. The company also derives benefit from this investment in the form of usage of these facilities; children of company''s associates get priority admission into the school, etc. Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.
[1] * Wholly Owned Subsidiary Companies
[2] * Fellow Subsidiary Companies
[3] * Companies / Firms in which director, director''s relatives are Directors / Shareholders / Partners
[4] * Key management personnel
[5] * Relatives of Key management personnel
[6] * Associate Company
4. Small Enterprises and Medium Enterprises
To the extent, the Company has received intimation from the "suppliersâ regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006, the details are provided as under:
5. Research and development expenditure
Expenditure incurred on in-house research & development facility by the company:
Expenditure (charged out through the natural heads of the accounts) in respect of eligible facilities
a) Loans and advances shown above fall under the category of loans and advances in the nature of loans where there is no repayment schedule, is payable on demand.
b) The above subsidiaries have not made investments in the shares of the Company.
c) Loans to employees have been considered to be outside the purview of disclosure requirements.
d) Sustainable Agro-Commercial Finance Ltd. - (SAFL was subsidiary till 31st March, 2015 only, later Associate Company)
6. Remittance in foreign currency for dividend
The Company has remitted Rs. 109.67 million (PY Rs. 126.38 million) on account of dividend payable pertaining to year 2014-15 to the non-resident shareholders on 219,330,935 (PY 252,763,348) number of ordinary shares held by them.
7. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.
8. The Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)
9. Pursuant to the notification dated August 29, 2014 issued by the Ministry of Corporate Affairs, the Company has complied with the requirements of paragraph 4(a) of Notes to Schedule II of the Companies Act, 2013 relating to Componentization in FY 2015-16. This has resulted in higher depreciation of Rs. 51.68 million in FY 2015-16.
10. Effective April 01, 2015, the Company has exercised an option given under paragraph 46A of Accounting Standard for the Effect of Changes in Foreign Exchange Rates (AS 11) prescribed under Section 133 of Companies Act, 2013 whereby exchange differences arising on long term foreign currency monetary items relating to depreciable assets are adjusted in fixed assets and depreciated over the remaining life of such assets and in other cases are accumulated in Foreign Currency Monetary item Translation Difference Account (FCMTDA) to be amortized over balance period of long term foreign currency monetary items. Accordingly, the exchange difference of Rs. 344.67 million has been adjusted in fixed assets on which depreciation of Rs. 31.45 million has been provided and Rs. 203.08 million has been carried under FCMTDA (net of amortization of Rs. 83.90 million).
11. The Payment of Bonus Act, 1965 has been amended with retrospective effect from April 1, 2014, to enhance the eligibility limit for payment of bonus to workmen from Rs. 10,000 to Rs. 21,000 per month, and the wage ceiling from Rs. 3,500 to Rs. 7,000 per month or the minimum wage for a scheduled employment as fixed by Government, whichever is higher. Consequently during the Year the Company has made provision of Rs. 67.31 million for the year ended March 31, 2016. However, bonus liability pertaining to financial year 2014-15 is not provided based on legal opinion in view of stay granted by Kerala High Court and Karnataka High Court.
12. In terms of the approval of the Board of Directors of the Company dated August 24, 2015, Shareholders'' approval by way of postal ballot and pursuant the Business Transfer Agreement dated February 19, 2016 or any supplement or modification thereto, Jain Irrigation Systems Limited has sold the Indian Food Business to Jain Farm fresh Foods Ltd. with effect from close of business hours on March 31, 2016 on slump sale basis as a going concern. Pursuant to the slump sale, the entire assets (whether movable or immovable, real or personal, corporeal or incorporeal, tangible or intangible, business and commercial rights, track record, employees etc.) and licenses, permits, certifications, liabilities of the Indian Food Business located in India are sold to Jain Farm Fresh Foods Ltd. assets and liabilities transferred pursuant to slump sale are as under:
Pending the receipt of the approval from the Ministry of Corporate Affairs of Government of India, the 4 Executive Directors are paid only restricted remuneration as minimum remuneration during the FY 2016.
Mar 31, 2015
1. Rights, preferences and restrictions attached to equity shares
Each holder of ordinary equity shares is entitled to one vote per
share. They have right to receive dividend proposed by the Board of
directors and approved by the shareholders in the annual general
meeting, right to receive annual report and other quarterly/half
yearly/annually reports/notices and right to get new shares
proportionately in case of issuance of additional shares by the
Company.
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 of all preferential amounts. The distribution will
be in proportion to the number of ordinary equity shares held by the
shareholders. The Company has a first and paramount lien upon all the
ordinary equity shares.
2. Terms and conditions of differential voting rights (DVR)
The DVR equity shareholders have the same rights as the ordinary equity
shares of the company except voting rights. Every 10 DVR equity shares
have one voting right on poll (on show of hands however, they carry 1
vote for every person voting). Any DVR holder holding less than 10 DVR
equity shares hold fractional voting rights. The DVR equity shares have
right to receive full dividend, to receive annual report and other
information/correspondence from time to time, to receive bonus and/or
rights shares of the same class of shares as and when such an issue is
made in respect of ordinary equity shares and in the same ratio and
terms.
In case of buy back or reduction of capital of ordinary equity shares,
the DVR equity shares have right subject to buyback or reduction on the
same terms as ordinary equity shares. Further, in case of issue of
ordinary equity shares or any other securities or assets to ordinary
equity shares in case of amalgamation/demerger/
re-organisation/reconstruction, the DVR equity shares have right to
receive DVR equity shares and any other securities/assets as issued to
ordinary equity shares. They have right to hold separate class meeting
if their rights are affected in any manner adversely.
3. Long term borrowings
Security details:
i) Central Bank of India: Term Loan: CY Rs. Nil (PY Rs. 250.00 million)
The Term Loan is secured by First charge ranking Pari-Passu by way of
equitable mortgage by deposits of title deeds of selected immovable
properties of the Company situated at Village Bambhori & Shirsoli, Dist
Jalgaon in State of Maharashtra together with all buildings, structures
thereon and all plant and machinery attached to earth however excluding
the assets charged exclusively as mentioned elsewhere. The Term Loan is
further secured by way of first pari passu charge on movable assets of
the Company.
The above loan has been fully repaid and filing of memorandum of
complete satisfaction of charge with the Registrar of Companies,
Maharashtra, Mumbai is in process.
ii) Export Import Bank of India (EXIM): Foreign Currency Term Loan:
Import Finance Programme (US$ 1.05 million): Rs. 48.22 million (PY Rs.
61.74 million)
The facility i.e. Non-Fund based by issuance of Standby Letter of
Credit (SBLC) is secured exclusively by way of mortgage by deposit of
title deeds of agricultural lands covered under Gat No. 17/1 and
measuring 14H-18R situated at Takarkheda Shiver, Taluka Erandol,
District Jalgaon in the state of Maharashtra for due repayment and
discharge by the Company to Exim Bank of the said facility and
reimbursement of payments, if any, that may need to be made by Exim
bank under or in respect of the SBLC(s) granted/agreed to be granted.
The above facility is also personally guaranteed by the Managing
Director and Joint Managing Director of the Company in their personal
capacity.
iii) Export Import Bank of India (EXIM): Foreign Currency Term Loan:
Import Finance Programme (US$ 2.50 million): CY: Nil (PY Rs. 22.13
million)
The loan together with interest, commitment charges, liquidated
damages, costs expenses and all other monies payable to EXIM Bank is
secured by a first charge on the whole of movable fixed assets of
Company both present and future, including its movable plant and
machinery, equipments, appliances, furniture, vehicles, machinery
spares and stores and accessories whether or not installed and related
movables in the course of transit or delivery whether now belonging or
which may hereafter belong to the Company or which may be held by any
person at any place within or outside India to the order or disposition
of the Company and all documents of title including bills of lading,
shipping documents, policies of insurance and other instruments and
documents relating to such movables together with benefits of all
rights thereto. The loans are further secured by First charge ranking
Pari-Passu by way of equitable mortgage by deposit of title deeds of
selected immovable properties of the Company situated at Village
Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together
with all buildings, structures thereon and all plant and machinery
attached to earth however, excluding the assets charged exclusively as
mentioned in these notes.
The above loan has been fully repaid and filing of memorandum of
complete satisfaction of charge with the Registrar of Companies,
Maharashtra, Mumbai is in process.
iv) ECB Loan - International Finance Corporation (IFC) of US$ 60
million: CY Rs. 1,365.61 million (PY US$ 60 million equivalent to Rs.
1,966.91 million)
4. ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)
The ECB Loan is secured by exclusive first Charge over entire movable
plant, machinery and equipment, including all the spare parts and all
other movable fixed assets such as furniture, fixtures, installations,
vehicles, office equipments, computers and all other fixed assets of
the Company both present and future at both the plants of the Company
at Chittoor , Andhra Pradesh and further secured by way of exclusive
first ranking charge over the land and other immovable properties
together with all building and structure thereon and all other plant
and machinery at both the plants of the Company at Chittoor, Andhra
Pradesh.
5. ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)
Exclusive first Charge over entire movable plant, machinery and
equipment, including all the spare parts and all other movable fixed
assets such as furniture, fixtures, installations, office equipments,
computers and all other fixed assets of the Company both present and
future at Company's facilities at Vadodara (Gujatat), Bhavnagar
(Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of
exclusive first ranking charge over the land and other immovable
properties together with all building and structure thereon and all
other plant and machinery at Company's facilities at Vadodara
(Gujatat), Bhavanagar (Gujarat) and Hyderabad (Andhra Pradesh)
6. ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)
Exclusive first Charge over entire movable plant, machinery and
equipment, including all the spare parts and all other movable fixed
assets such as furniture, fixtures, installations, office equipments,
computers and all other fixed assets of the Company both present and
future at Company's facilities at Bambhori, Dist. Jalgaon, Maharashtra
and further secured by way of exclusive first ranking charge by deposit
of title deeds of selected immovable properties of the Company situated
at Village Bambhori, Dist. Jalgaon in State of Maharashtra together
with all buildings, structures thereon and all plant and machinery
attached to earth however excluding assets charged exclusively as
mentioned in these notes.
The above ECB loan (Loan Key Number 2009182) is also personally
guaranteed by three Directors including Managing Director of the
Company in their personal capacity.
7. ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)
Exclusive first Charge over specific movable plant, machinery and
equipment of the Company at Company's facilities at Plastic Park,
Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of
exclusive first ranking charge by deposit of title deeds of selected
immovable properties of the Company situated at Village Bambhori, Dist.
Jalgaon in State of Maharashtra together with all buildings, structures
thereon and all plant and machinery attached to earth however excluding
assets charged exclusively as mentioned in these notes.
The above ECB loan (Loan Key Number 2010019) is also personally
guaranteed by three Directors including Managing Director of the
Company in their personal capacity.
8. ECB Loan - Senior Lenders of US$ 89 million: CY Rs. 5,567.11 million
(PY US$ 89 million equivalent to Rs. 5,359.87 million)
9. International Finance Corporation (IFC) of US$ 24.00 million: CY Rs.
1,501.80 million (PY US$ 24.00 million equivalent to Rs. 1,442.95
million) (Loan Key No 201210122)
10. Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V
(FMO) of US$ 17.00 million: CY Rs. 1,061.41 million (PY US$ 17.00
million equivalent to Rs. 1,030.56 million) (Loan Key No 201212201)
11. Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V
(FMO) of US$ 3.00 million: CY Rs. 187.31 million (PY US$ 3.00 million
equivalent to Rs. 181.86 million) (Loan Key No 201212212)
12. Societe De Promotion Et De Participation Pour La Cooperation
Economique (Proparco) of US$ 17.00 million: CY Rs. 1,064.05 million (PY
US$ 17.00 million equivalent to Rs. 1,021.70 million) (Loan Key No
201212202)
13. Societe De Promotion Et De Participation Pour La Cooperation
Economique (Proparco) of US$ 3.00 million: CY Rs. 187.77 million (PY
US$ 3.00 million equivalent to Rs. 180.30 million) (Loan Key No
201212213)
14. Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG) of US$
17.00 million: CY Rs. 1,064.05 million (PY US$ 17.00 million equivalent
to Rs. 1,021.70 million) (Loan Key No 201212200)
15. Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG) of US$
8.00 million: CY Rs. 500.72 million (PY US$ 8.00 million equivalent to
Rs. 480.80 million) (Loan Key No 201212214)
The charge ranks subservient to the charge created in favour of
International Finance Corporation to secure its loan of US$ 60 million
(Loan Key Nos. 2007872, 2008534, 2009182 and 2010019) over entire
movable plant, machinery and equipment, including all the spare parts
and all other movable fixed assets such as furniture, fixtures,
installations, vehicles, office equipments, computers and all other
fixed assets of the Company both present and future at both the plants
of the Company at Chittoor (Andhra Pradesh), Vadodara, Bhavnagar
(Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon Maharashtra) and
further secured by way of subservient charge over the land and other
immovable properties together with all building and structure thereon
and all other plant and machinery at the plants of the Company at
Chittoor, (Andhra Pradesh), Vadodara, Bhavnagar (Gujarat), Hyderabad
(Andhra Pradesh) and specific immovable and movable properties at
Jalgaon (Maharashtra).
The above ECB loan (Loan Key Number 201210122) is also personally
guaranteed by three Directors including Managing Director of the
Company in their personal capacity.
The above is interim security and was completed in April 2013. Once the
final security is created the interim security will be vacated.
The above ECB loans are further secured by way of exclusive charge by
way of Registered Mortgage on the following immovable properties of the
Company:
16. Gat No. 220, total admeasuring H.1.58 R. assessed at Rs. 316.20 Ps
situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:
17. Gat No. 118/1, total admeasuring H.0.99 R. assessed at Rs. 995.00 Ps
situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
18. Gat No. 119/1, total admeasuring H.1.42 R. assessed at Rs. 1,420.00
Ps situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:
19. Gat No. 122, total admeasuring H.1.76 R. assessed at Rs. 1,760.00 Ps
situated at Eklagna Tal. Dharangaon, Dist. Jalgaon:
20. Gat No. 139/11, total admeasuring H.3.06 R. assessed at Rs. 4,590.00
Ps situated at Shirsoli P.B. Tal. & Dist. Jalgaon:
21. Gat No. 139/12, total admeasuring H.3.08 R. assessed at Rs. 4,620.00
Ps situated at Shirsoli P.B. Tal. & Dist. Jalgaon: together with all
existing and future buildings, erections, structures, godowns and
constructions of every kind and description and together with all the
trees, fences, hedges, ditches, ways, sewers, drains, waters,
watercourses, liberties, privileges, easements and appurtenances
whatsoever to the said land, hereditaments and premises or any of them
or any part thereof whether presently in existence or in the future
belonging to or in any way appurtenant thereto or usually held,
occupied or enjoyed therewith or expected to belong or be appurtenant
thereto or usually held, occupied or enjoyed therewith or expected to
belong or be appurtenant thereto AND ALL the estate, right, title,
interest property, claims and demands whatsoever of the Company in, to
and upon the same, which description shall include all property of the
above description whether presently in existence or constructed or
acquired hereafter.
22. IDFC Ltd: Term Loan: CY Rs. 588.32 million (PY Rs. 715.00 million)
The Term Loan is secured by a first charge on movable properties
including plant & Machinery, machinery spares, vehicles, equipments,
all office equipment and furniture and other movable assets pertaining
to project and book debts, receivables, commission, revenue of project.
The loan is further secured by First charge by way of equitable
mortgage by deposits of title deeds of selected immovable properties of
the Company situated at Village Shirsoli, Dist. Jalgaon in State of
Maharashtra together with all buildings, structures thereon and all
plant and machinery attached to earth however excluding the assets
charged exclusively as mentioned elsewhere.
The loan is also personally guaranteed by the Managing Director and
three other Directors of the Company in their personal capacity.
23. Rabo India Finance Limited: Term Loan: CY Rs. Nil (PY Rs. 345.06
million)
The Term Loan is secured by exclusive charge by way of
hypothecation/mortgage on specific fixed assets of the Company.
The loans as above are also personally guaranteed by the Managing
Director and one other Director of the Company in their personal
capacity.
The above loan has been fully repaid and filing of memorandum of
complete satisfaction of charge with the Registrar of Companies,
Maharashtra, Mumbai is in process.
24. GE Capital Services India: Term Loan: CY Rs. Nil (PY Rs. 330.00
million)
The Term Loan is secured by exclusive charge by way of hypothecation of
specific Equipment's/Machinery of the Company
The loans as above are also personally guaranteed by the Managing
Director and one other Director of the Company in their personal
capacity. Perfection of security is under process.
The above loan has been fully repaid and filing of memorandum of
complete satisfaction of charge with the Registrar of Companies,
Maharashtra, Mumbai is in process.
25. The South Indian Bank Ltd: Term Loan: CY Rs. 500.00 million (PY Rs.
500.00 million)
The Term Loan is secured by first charge by way of Equitable mortgage
on the various immovable properties of the Company situated at
Elayamuthoor villiage, Andiyagoundanoor village, West Komaralingam
village, Udumalpet Taluk, Tiruppur district, Tamilnadu.
The loans as above are also personally guaranteed by the Managing
Director of the Company in his personal capacity.
26. Vehicle Loan: CY Rs. 31.91 million (PY Rs. 48.46 million)
The loan is secured by exclusive charge on specific vehicles.
xi) Corporate Loan/Term Loans: CY Rs. 3,500.00 million (PY Nil)
a. IFCI Ltd: Corporate Loan* : CY Rs. 1,000.00 million (PY Nil)
b. IFCI Ltd: Corporate Loan* : CY Rs. 1,000.00 million (PY Nil)
c. Union Bank of India (UBI) : CY Rs. 500.00 million (PY Nil)
: Term Loan**
d. Yes Bank Ltd: Term Loan*** : CY Rs. 1,000.00 million (PY Nil)
The above Corporate Loans/Term Loans are secured by First charge by way
of registered mortgage in favour of Security Trustee i.e. IDBI
Trusteeship Services Ltd on selected immovable properties of the
Company situated at Village Bambhori, (Pr. Ch.), Tal. Dharangaon, Dist.
Jalgaon 425001 and Shirsoli, Dist. Jalgaon-425001 in State of
Maharashtra together with all buildings, structures thereon and all
plant and machinery attached to earth however excluding the assets
charged exclusively as mentioned elsewhere.
* The above Corporate Loans are also secured by exclusive charge by way
of registered mortgage on the freehold lands admeasuring 270.35 acres
situated at Madathukulam Taluk, Tirupur District & Palani Taluk,
Dindigul District near Coimbatore in Tamil Nadu, together with all
buildings, structures, erections, etc. constructed and/or to be
constructed thereon, both present and future, and being, lying and
situated at Madathukulam Taluk, Tirupur District & Palani Taluk,
Dindigul District near Coimbatore in the state of Tamil Nadu and within
the jurisdiction of Sub Registration District of Udumalpet, and within
the Registration District of Tirupur and Sub Registration District of
Keeranur, and within the Registration District of Palani, in the State
of Tamil Nadu belonging to the Company.
The above corporate Loans are also personally guaranteed by the
Managing Director of the Company in his personal capacity.
** The above Term loan of UBI is also personally guaranteed by four
Directors including Managing Director of the Company in their personal
capacity.
*** The above Term Loan of Yes Bank Ltd is also personally guaranteed
by the Managing Director of the Company in his personal capacity
27. Security details
i. Working Capital Loans: (Including WCTL, Cash Credit, Export Packing
Credit, FCTL & FCNRB): CY Rs.13,928.91 million (PY Rs. 14,913.58
million)
Consortium of Banks (In Alphabetical order) led by State Bank of India,
Corporate Accounts Group (CAG Branch), Mumbai and D N Road Branch,
Mumbai (and sub limit with State Bank of India, Dana Bazar Branch,
Jalgaon), Axis Bank Ltd, Mumbai, Bank of Baroda, Mumbai, Canara Bank,
Jalgaon, DBS Bank Ltd, Mumbai, Export Import Bank of India, Mumbai,
IDBI Bank Ltd, Jalgaon & Pune, Indian Bank, Mumbai, Punjab National
Bank, Mumbai Rabo Bank International, Mumbai, Standard Chartered Bank,
Mumbai, State Bank of Patiala, Mumbai, Syndicate Bank, Mumbai, Union
Bank of India, Mumbai and Yes Bank Ltd, Mumbai.
The working capital loans are secured by a first pari-passu (between
consortium members) charge on whole of Company's present and future
stocks of raw material, finished goods, stocks in process, stores and
spares and other raw materials, stored whether raw or in process of
manufacture and all articles manufactured there from brought into store
or be in or around the Company's godowns or factory premises at Jalgaon
or elsewhere, including goods in transit or delivery and the Company's
present and future book debts, outstanding monies, receivable, claims,
bills, contracts, engagements, securities, investments, rights and
assets of the Company. The Working Capital Facilities as above are
further secured by a second charge (First charge in case of FCTL and
FCNRB) ranking Pari-Passu by way of equitable mortgage by deposits of
title deeds of selected immovable properties of the Company situated at
Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra
together with all buildings, structures thereon and all plant and
machinery attached to earth however, excluding assets charged
exclusively as mentioned in these notes.
The working capital loans are also secured by personal guarantee by the
Managing Director and three other Directors of the Company in their
personal capacity.
28. Employee stock option plan
Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000
stock options, Nomination and Remuneration Committee (formerly
Compensation committee) compensation committee of the company has
approved/ allotted following options to the eligible employees
including working & non-executive directors.
The discount to market price on above ESOP has been accounted/
amortized in the annexed accounts based on vesting period and as per
the accounting policies specified in Schedule 1 of the ESOP Guidelines
issued by the SEBI. No employee has been issued options entitling such
person to subscribe more than 1% of Equity Share Capital of the
Company. Out of the total 10,000,000 ESOPs granted, as of March 31,
2015, 7,053,925 ESOPs have been converted into equity shares of the
Company.
A Pursuant to resolution passed in AGM held on 27th September 2013, the
issue price has been revised to 10% discounted price of share price
existed on date of AGM or price as may be determined by ESOP Committee
from time to time.
29. Leases
The Company has entered into "Operating lease for premises" as defined
in the Accounting Standard 19 (AS-19). Significant terms of the lease
agreement are:
a) No transfer of ownership on termination of lease,
b) No compensation for transfer on termination of lease.
c) No renewal of lease on expiry of the lease period
30. Derivative instruments outstanding
I. The company has Interest Rate Swap (IRS) on foreign currency loans -
Long term Loan of US$ 8.18 million (PY US$ 13.63 million)
II. The Company has Principal only Swap (POS) on foreign currency loans
- Long term Loan of CHF Nil million & US$ 24.24 million (PY CHF 0.95
million & US$ 24.24 million)
III. The company have forward cover on Foreign Currency Loans US$ 5.81
million (PY US$ 5.81 million)
31. Related party transactions
A] Related parties and their relation
[1] Subsidiary companies
i) JISL Overseas Ltd., Mauritius
ii) Jain International Trading B.V., Netherland
iii) Sustainable Agro-Commercial Finance Ltd. (subsidiary till date
30th March 2015)
32. Fellow subsidiary companies - second/multi-level
Jain (Americas) Inc., USA
Subsidiary of JISL Overseas Ltd., Mauritius
Jain (Europe) Ltd., UK
Jain Overseas B.V., Netherland WOS of Jain International Trading B.V.,
Netherland
Cascade Specialties Inc., USA
Subsidiary of Jain (Americas) Inc., USA
Jain Irrigation Holding Inc., USA
Jain Irrigation Inc., USA WOS of Jain Irrigation Holding, Inc.,
Delaware
Point Source Irrigation Inc., USA
WOS of Jain Irrigation Inc., USA
Jain Agriculture Services LLC.,USA JISL Global S.A., Switzerland
Jain (Israel) B.V., Netherland WOS of Jain Overseas B.V., Netherland
Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey
JISL Systems SA, Switzerland WOS of JISL Global SA, Switzerland
THE Machines SA, Switzerland WOS of JISL Systems SA, Switzerland
Pro-Tool AG, Switzerland Subsidiary of THE Machine S.A., Switzerland
Naandan Jain Irrigation Ltd., Israel WOS of Jain (Israel) B.V.,
Netherland
Naan Dan Agro-Pro Ltd., Israel
NaanDan Jain France Sarl, France
NaanDan Jain Australia Pty Ltd., Australia
NaanDan Do Brasil Participacoes Ltd., Brazil
NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brazil
NaanDan Jain Mexico, S.A. De C.V., Mexico Subsidiary of Naandan Jain
Irrigation Ltd., Israel
NaanDan Jain S.R.L., Italy
NaanDan Jain Iberica S.C., Spain
NaanDan Jain Peru S.A.C., Peru
Naan Dan Jain Irrigation Projects S.R.L., Romania
Gavish Systems Limited, Israel
Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation Ltd.,
Israel
SQF 2009 Ltd., UK
Subsidiary of Jain (Europe) Ltd., UK
Ex-cel Plastics Ltd., Ireland Sleaford Food Group Ltd., UK
Sleaford Quality Foods Ltd., UK Wholly Owned Subsidiary of SQF 2009
Ltd., UK
Arnolds Quick Dried Foods Ltd., UK
33. Companies / Firms in which Director, Director's relatives are
Directors/Shareholders/Partners
Companies
Jain Extrusion & Molding Pvt. Ltd.,
Jain Vanguard Polybutelyne Ltd.,
Atlaz Technology Pvt. Ltd,
JAF Products Pvt. Ltd,
Jalgaon Investment Pvt. Ltd.,
Jain Rotfil Heaters Pvt. Ltd.,
Jain e-agro.com India Pvt. Ltd.
Aadhunik Hi Tech Agriculture Pvt. Ltd.,
Kantabai Bhavarlal Jain Family Knowledge Institute
Pixel Point Pvt. Ltd.,
Labh Subh Securities International Ltd.,
Jain Brothers Industries Pvt. Ltd.,
Cosmos Investment & Trading Pvt. Ltd.,
Stock & Securities (India)
Pvt. Ltd., Timbron India Pvt. Ltd.
Jain Green Energy Ltd.,
Gandhi Research Foundation
Partnership firms
Jain Computer & Allied Services, Jalgaon Udyog,
Jalgaon Metal & Bricks Manufacturing Co.,
Proprietorship
PVC Trading House, Plastic Enterprises,
Drip & Pipe Suppliers, Jain Sons & Investments Corporation,
Trust:
Anubhuti Scholarship Foundation,
Bhavarlal and Kantabai Jain Multipurpose Foundation,
Trust entities
Jain Family Holding Trust Jain Family Investment Trust
Jain Family Enterprises Trust Jain Family Investment Management Trust
Jain Family Trust
Foreign companies
Jain Investments & Finance B.V., Netherland Jain Overseas Investments
Ltd., Mauritius
[4] Key management personnel & designation
Bhavarlal H. Jain (Chairman)
Anil B. Jain (Managing Director)
Atul B. Jain (Joint Managing Director)
Avdhut V. Ghodgaonkar (Company Secretary)
Ashok B. Jain (Vice Chairman)
Ajit B. Jain (Joint Managing Director)
R. Swaminathan (Whole Time Director) Manoj L. Lodha (Chief Financial
Officer)
[5] Relatives of Key management personnel & designation
Jyoti Ashok Jain (Wife of Vice Chairman)
Shobhana Ajit Jain (Wife of Joint Managing Director)
Bhamini Swaminathan (Wife of Whole Time Director)
Ms. Arohi Ashok Jain (Daughter of Vice Chairman)
Master Athang Anil Jain (Son of Managing Director)
Ms. Ashuli Anil Jain (Daughter of Managing Director)
Master Abhang Ajit Jain (Son of Joint Managing Director)
Ms. Suchitra R. Swaminathan (Daughter of Whole Time Director)
Nisha Anil Jain (Wife of Managing Director)
Bhavana Atul Jain (Wife of Joint Managing Director)
Manisha Manoj Lodha(Wife of Chief Financial Officer)
Master Aatman Ashok Jain (Son of Vice Chairman)
Ms. Amoli Anil Jain (Daughter of Managing Director)
Master Abhedya Ajit Jain (Son of Joint Managing Director)
Master Anmay Atul Jain (Son of Joint Managing Director)
34. Associate Company
Sustainable Agro-Commercial Finance Ltd.(associate w.e.f.31st March
2015)
35. Contingent liabilities
Rs. in Million
31-Mar-15 31-Mar-14
(a) Contingent liabilities not provided
for in respect of
i) Claims not acknowledged as debts
in respect of:
- Customs and excise duty [Paid under 570.30 547.27
protest Rs. 59.83 million
(PY Rs. 49.83 million)]
- Other taxes & levies [Paid under 118.26 74.42
protest Rs. 23.06 million
(PY Rs. 23.06 million)]
- Others (legal case) 62.08 45.58
ii) Guarantees given by the company's 4,325.47 2,349.50
bankers in the normal course of
business
iii) Bills discounted with consortium 554.19 932.47
banks
iv) Export obligation towards duty saved 816.45 1,009.81
amount under EPCG scheme
v) Corporate guarantees given for 3,916.76 3,363.95
repayment of indebtedness of
overseas subsidiaries
vi) SBLC issued by bank for repayment - 411.38
of indebtedness of overseas
subsidiaries
vii) Corporate counter guarantee given 938.86 1,202.00
for repayment of indebtedness of
Kibbuz Naan Israel.
During financial year 2012-13,one of the step
down subsidiary of the company has exercised call
option to acquire the remaining shares
(49.999%) of NaandanJain Irrigation Ltd.,
Israel for an amount of US$ 34.00 million of
which first three installment has been paid and
balance US$ 15.00 million is payable in three
annual installments up to June, 2017. The
balance obligation of US$ 15.00 million is
guaranteed by Exim Bank and is also counter
guaranteed by the company.
In respect of (i) above, the company has
taken necessary legal steps to protect its
position in respect of these claims,
which, in its opinion, based on legal advice,
are not expected to devolve. It is not possible
to make any further determination of the
liabilities, which may arise, or the amounts,
which may be refundable in respect of these
claims.
(b) Estimated amount of contracts remaining 338.38 515.66
to be executed on capital account
and not provided for (net of advances)
36. Micro, Small and Medium Enterprises
The company has no dues to Micro, Small and Medium Enterprises at the
year ended 31-Mar-2015 and 31-Mar-2014
37 . Research and development expenditure
Expenditure incurred on in-house research & development facility by the
company:
Expenditure (charged out through the natural heads of the accounts) in
respect of eligible facilities
38. Remittance in foreign currency for dividend
The Company has remitted Rs. 126.38 million (PY Rs. 199.78 million) on
account of dividend payable pertaining to year 2014-15 to the
non-resident shareholders on 252,763,348 (PY 199,782,844) number of
ordinary shares held by them.
39. The Company has a system of periodically reconciling outstanding
balances of sundry debtors, advances, deposits, etc. and on such
reconciliation; the necessary adjustments are made in accounts.
Consequently, balances at the end of the year are as per books of
accounts.
40. The Amounts less than Rs. 5,000 have been shown at actual in
brackets since the amounts are rounded off to the nearest million. (One
million = Ten Lacs)
41. Pursuant to compliance with the provisions of revised Schedule II
of the Companies Act, 2013, (Act) the Management of the Company has
reviewed / determined their remaining useful lives of the tangible
fixed assets. Accordingly, the depreciation on tangible fixed assets
(except that on significant components) is provided for in accordance
with the provisions of Schedule II to the Companies Act, 2013. As
permitted by Schedule II ( as amended) of the Act, the Company would
work out revised useful life based on technical evaluation of its
significant components and would depreciate them accordingly from the
financial year beginning 1st April, 2015. In respect of assets where
the remaining useful life is 'Nil', the carrying amount of Rs. 187.40
million (net of tax effect of Rs. 57.91 million) after retaining the
estimated residual value as determined by the Management as of 1st
April, 2014 has been adjusted against the opening balance of retained
earnings as on that date. On account of the above change, depreciation
for the current year is higher by Rs. 395.04 million.
42. Comparative previous year's figures have been reworked, regrouped
and reclassified to the extent possible, wherever necessary to conform
to current year's classification and presentation.
Mar 31, 2014
1. Employee stock option plan
Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000
stock options, compensation committee of the company has approved/
allotted following options to the eligible employees including working
& non-executive directors.
The discount to market price on above ESOP has been accounted/
amortized in the annexed accounts based on vesting period and as per
the accounting policies specified in Schedule 1 of the ESOP guidelines
issued by the SEBI.
No employee has been issued options entitling such person to subscribe
more than 1% of Equity Share Capital of the Company.
Out of the total 10,000,000 ESOPs granted, as of March 31, 2014,
7,053,925 ESOPs have been converted into equity shares of the Company.
2. Leases
The Company has entered into "Operating lease for premises" as Defined
in the Accounting Standard 19 (AS-19). significant terms of the lease
agreement are:
a) No transfer of ownership on termination of lease,
b) No compensation for transfer on termination of lease.
c) No renewal of lease on expiry of the lease period
Notes:
- Segments have been identified in line with the Accounting Standard on
Segment Reporting (AS-17) taking into account the organization
structure as well as the differential risks and returns of these
segments.
- The Company has disclosed Business segment as the primary segment and
type of products and services in each segment: a) Hi-tech Agri Input
Products: Micro & Sprinkler Irrigation, PVC Pipes, Bio-tech Tissue
Culture.
b) Industrial Products: PVC & PC Sheets, PE Pipes, Onion & Vegetable
Dehydration, Fruit Processing.
c) Non-conventional Energy: Wind Energy, Solar & Bio-gas.
- The revenue and results figure given above are directly identifable to
respective segments and expenditure on common services incurred at the
corporate level are not directly identifable to respective segments
have been shown as "Other Un-allocable expenditure".
- The Other information figures given above are directly identifable to
respective segments and information for corporate services for head
office and investments related to acquisitions have been shown as
"Others Un- allocable".
B] Derivative instruments outstanding
I. The company has Interest Rate Swap (IRS) on foreign currency loans
 Long term Loan of US$ 13.63 million (PY US$ 19.09 million)
II. The Company has Principal only Swap (POS) on foreign currency
loans  Long term Loan of CHF 0.95 million & US$ 24.24 million (PY CHF
2.85 million & US$ Nil)
III. The company have forward cover on Foreign Currency Loans US$ 5.81
million (PY US$ Nil)
A] Related parties and their relation
[1] Subsidiary companies
JISL Overseas Ltd., Mauritius Jain International Trading B.V.,
Netherland
Sustainable Agro-Commercial Finance Ltd.
[2] Fellow subsidiary companies - second/multi-level
Jain (Americas) Inc., USA Jain (Europe) Ltd., UK
Subsidiary of JISL Overseas Ltd., Mauritius
Jain Overseas B.V., Netherland WOS of Jain International Trading B.V.,
Netherland
Cascade Specialties Inc., USA Jain Irrigation Holding, Inc., USA
Subsidiary of Jain (Americas) Inc., USA
Jain Irrigation Inc., USA WOS of Jain Irrigation Holding, Inc.,
Delaware
Point Source Irrigation Inc., USA WOS of Jain Irrigation Inc., USA
JISL Global SA, Switzerland
Jain (Israel) B.V., Netherland
Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey
WOS of Jain Overseas B.V., Netherland
JISL Systems SA, Switzerland WOS of JISL Global SA, Switzerland
THE Machines SA, Switzerland WOS of JISL Systems SA, Switzerland
Pro-Tool AG, Switzerland Subsidiary of THE Machine SA, Switzerland
Naandan Jain Irrigation Ltd., Israel WOS of Jain (Israel) B.V.,
Netherland
Naan Dan Agro-Pro Ltd., Israel
NaanDan Jain France Sarl., France
NaanDan Jain Australia Pty Ltd., Australia
NaanDan Do Brasil Participacoes Ltd., Brazil
NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brazil
NaanDan Jain Mexico, SA De CV., Mexico
NaanDan Jain S.R.L., Italy
NaanDan Jain Iberica S.C., Spain
NaanDan Jain Peru S.A. C., Peru
Naan Dan Jain Irrigation Projects S.R.L., Romania
Subsidiary of Naandan Jain Irrigation Ltd., Israel
Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation
Ltd.,Israel
SQF 2009 Ltd., UK Ex-cel Plastics Ltd., Ireland
Subsidiary of Jain (Europe) Ltd., UK
Sleaford Food Group Ltd., UK Sleaford Quality Foods Ltd., UK Arnolds
Quick Dried Foods Ltd., UK
Wholly Owned Subsidiary of SQF 2009 Ltd.,UK
[3] Companies/ Firms in which Director, Director''s relatives are
Directors/ Shareholders/ Partners Companies
Jain Extrusion & Molding Pvt. Ltd.,
Jain Vanguard Polybutelyne Ltd.,
Atlaz Technology Pvt. Ltd.,
JAF Products Pvt. Ltd.,
Jalgaon Investment Pvt. Ltd.,
Jain Rotfl Heaters Pvt. Ltd.,
Jain e-agro.com India Pvt. Ltd.,
Aadhunik Hi Tech Agriculture Pvt. Ltd.,
Kantabai Bhavarlal Jain Family Knowledge Institute
Pixel Point Pvt. Ltd.,
Labh Subh Securities International Ltd.,
Jain Brothers Industries Pvt. Ltd.,
Cosmos Investment & Trading Pvt. Ltd.,
Stock & Securities (India) Pvt. Ltd.,
Timbron India Pvt. Ltd.,
Jain Green Energy Ltd.,
Gandhi Research Foundation,
Partnership firms
Jain Computer & Allied Services, Jalgaon Metal & Bricks Manufacturing
Co.,
Jalgaon Udyog,
Proprietorship
PVC Trading House,
Drip & Pipe Suppliers,
Plastic Enterprises,
Jain Sons & Investments Corporation, Trust
Anubhuti Scholarship Foundation,
Bhavarlal and Kantabai Jain Multipurpose Foundation
Trust entities
Jain Family Holding Trust
Jain Family Enterprises Trust
Jain Family Trust
Jain Family Investment Trust
Jain Family Investment Management Trust
Foreign companies
Jain Investments & Finance B.V., Netherland
Jain Overseas Investments Ltd., Mauritius
[4] Key management personnel & designation
Bhavarlal H. Jain (Chairman)
Anil B. Jain (Managing Director)
Atul B. Jain (Joint Managing Director)
Ashok B. Jain (Vice Chairman)
Ajit B. Jain (Joint Managing Director)
R. Swaminathan (Whole Time Director)
[5] Relatives of Key management personnel & designation
Jyoti Ashok Jain (Wife of Vice Chairman) Nisha Anil Jain (Wife
of Managing Director)
Shobhana Ajit Jain (Wife of Joint
Managing Director) Bhavana Atul Jain (Wife
of Joint Managing Director)
Bhamini Swaminathan (Wife of Whole
Time Director)
Ms. Arohi Ashok Jain (Daughter of
Vice Chairman) Master Aatman Ashok Jain
(Son of Vice Chairman)
Master Athang Anil Jain (Son of
Managing Director) Ms. Amoli Anil Jain
(Daughter of Managing Director)
Ms. Ashuli Anil Jain (Daughter of
Managing Director) Master Abhedya Ajit Jain
(Son of Joint Managing Director)
Master Abhang Ajit Jain (Son of Joint
Managing Director) Master Anmay Atul Jain
(Son of Joint Managing Director)
Ms. Suchitra R. Swaminathan
(Daughter of Whole Time Director)
Company with help of trust will make further efforts to get extra gains
from this investment as part of its corporate social responsibility
initiative commitments.
[1]* Wholly Owned Subsidiary Companies
[2]* Fellow Subsidiary Companies
[3]* Companies / Firms in which director, director''s relatives are
Directors / Shareholders / Partners
[4]* Key management personnel
[5]* Relatives of Key management personnel & designation.
3. Contingent liabilities Rs. in Million
31-Mar-2014 31-Mar-2013
(a) Contingent liabilities not provided
for in respect of
i) Claims not acknowledged as debts
in respect of:
- Customs and excise duty [Paid under
protest Rs. 49.83 million
(PY Rs. 40.78 million)] 370.27 347.17
- Other taxes & levies [Paid under
protest Rs. 23.06 million
(PY Rs. 77.21 million)] 74.42 435.43
- Others (legal case) 45.58 40.44
ii) Guarantees given by the company''s
bankers in the normal course
of business 2,349.50 1,715.05
iii) Bills discounted with consortium
banks 932.47 644.83
iv) Export obligation towards duty saved
amount under EPCG scheme 1,009.81 1,198.59
v) Corporate guarantees given for
repayment of indebtedness of overseas
subsidiaries 3,363.95 2,869.81
vi) SBLC issued by bank for repayment
of indebtedness of overseas subsidiaries 411.38 667.36
vii) Corporate counter guarantee given
for repayment of indebtedness of
Kibbuz Naan Israel 1,202.00 1,468.51
during financial year 2012-13, one
of the step down subsidiary of the
company has exercised call option to
acquire the remaining shares (49.999%)
of Naandan Jain Irrigation Ltd.,
Israel for an amount of US$ 34.00
million of which frst two installments
of US$ 7.00 million each has been paid
and balance US$ 20.00 million is payable
in four annual installments up to June,
2017.
The balance obligation of US$ 20.00 million is guaranteed by Exim Bank
and counter guaranteed by the Company.
In respect of (i) above, the company has taken necessary legal steps to
protect its position in respect of these claims, which, in its opinion,
based on legal advice, are not expected to devolve. It is not possible
to make any further determination of the liabilities, which may arise,
or the amounts, which may be refundable in respect of these claims.
(b) Estimated amount of contracts remaining to be executed on capital
515.66 732.11 account and not provided for (net of advances)
4. Micro, Small and Medium Enterprises
The company has no dues to Micro, Small and Medium Enterprises at the
year ended 31-Mar-2014 and 31-Mar-2013
Mar 31, 2013
1. Leases
The Company has entered into "Operating lease for premises" as defined
in the Accounting Standard 19 (AS-19). Significant terms of the lease
agreement are:
a) No transfer of ownership on termination of lease,
b) No compensation for transfer on termination of lease.
c) No renewal of lease on expiry of the lease period
2.Micro, Small and Medium Enterprises
The company has no dues to Micro, Small and Medium Enterprises at the
year ended 31-Mar-2013 and 31-Mar-2012
3.Research and development expenditure
Expenditure incurred on in-house research & development facility by the
company:
Expenditure (charged out through the natural heads of the accounts) in
respect of eligible facilities
4. Remittance in foreign currency for dividend
The Company has remitted Rs. 199.78 million (PY: Rs. 236.35 million) on
account of dividend payable pertaining to year 2011-12 to the
non-resident shareholders on 199,782,844 (PY: 236,345,125) number of
ordinary shares held by them.
5. The Company has a system of periodically reconciling outstanding
balances of sundry debtors, advances, deposits, etc. and on such
reconciliation; the necessary adjustments are made in accounts.
Consequently, balances at the end of the year are as per books of
accounts.
6. Amounts less than Rs. 5,000 have been shown at actual in brackets
since the amounts are rounded off to the nearest million. (One million
= Ten Lacs)
7. Comparative previous year''s figures have been reworked,
regrouped and reclassified to the extent possible, wherever necessary
to conform to current year''s classification and presentation.
Mar 31, 2012
1. Contingent liabilities
Rs. in Million
(a) Contingent liabilities not provided
for in respect of 31-Mar-2012 31-Mar-2011
i) Claims not acknowledged as debts in
respect of:
- Customs and excise duty 283.97 281.47
- Other taxes & levies 69.42 73.78
- Others (legal case) 22.44 52.71
ii) Guarantees given by the company's bankers
in the normal course of business 1,704.30 1,263.65
iii) Export bills discounted of related
party with consortium banks 1,242.43 104.07
iv) Export obligation towards duty saved
amount under EPCG scheme 1,446.10 1,834.10
v) Corporate guarantees given for repayment
of indebtedness of overseas subsidiaries 2,141.08 1,802.04
vi) SBLC issued by bank for repayment of
indebtedness of overseas subsidiaries 1,268.68 1,451.13
In respect of (i) above, the company has taken necessary legal steps to
protect its position in respect of these claims, which, in its opinion,
based on legal advice, are not expected to devolve. It is not possible
to make any further determination of the liabilities, which may arise,
or the amounts, which may be refundable in respect of these claims.
(b) Estimated amount of contracts remaining to be executed on capital
account and 831.05 603.58 not provided for (net of advances)
2. Micro, Small and Medium Enterprises
The company has no dues to Micro, Small and Medium Enterprises at the
year ended 31st March 2012 and 31st March 2011
3. Remittance in foreign currency for dividend
The Company has remitted Rs. 236.35 million (PY: Rs. 200.22 million) on
account of dividend payable pertaining to year 2010-11 to the
non-resident shareholders on 236,345,125 (PY : 44,493,498) number of
ordinary shares held by them.
4. The Company has a system of periodically reconciling outstanding
balances of sundry debtors, advances, deposits, etc. and on such
reconciliation; the necessary adjustments are made in accounts.
Consequently, balances at the end of the year are as per books of
accounts.
5. Amounts less than Rs. 5,000 have been shown at actual in brackets
since the amounts are rounded off to the nearest million. (One million
= Ten Lacs)
6. As notified by Ministry of Corporate Affairs, Revised Schedule VI
under the Companies Act, 1956 is applicable to the Financial Statements
for the financial year commencing on or after 1st April, 2011.
Accordingly, the financial statements for the year ended March 31, 2012
are prepared in accordance with the Revised Schedule VI. The amounts
and disclosures included in the financial statements of the previous
year have been reclassified to conform to the requirements of Revised
Schedule VI.
Mar 31, 2011
1) A) Contingent Liabilities not provided for in respect of :
[Rs. in Million]
31-Mar-11 31-Mar-10
i) Claims not acknowledged as
Debts in respect of:
- Customs and Excise Duty 281.47 271.35
- Other Taxes & Levies 73.78 110.90
- Others (Legal Case) 52.71 49.74
ii) Guarantees given by the Company's
Bankers in the normal course of business 1,263.65 932.56
iii) Bills Discounted with the banks. 454.45 244.28
iv) Export obligation towards duty
saved amount under EPCG Scheme 1,834.10 5,851.26
v) Corporate Guarantees given for
repayment of indebtedness of
Overseas Subsidiaries 1,802.04 1,379.49
In respect of (i) above, the company has taken necessary legal steps to
protect its position in respect of these claims, which, in its opinion,
based on legal advice, are not expected to devolve. It is not possible
to make any further determination of the liabilities which may arise or
the amounts which may be refundable in respect of these claims.
B) Estimated amount of Contracts
remaining to be executed on 603.58 591.07
Capital Account and not provided
for (net of advances)
2) On 29th March 2006, Company had issued 60,000 Zero Coupon Currency
Convertible Bonds (ZCCBs) (due on 30th March 2011) at face value of US$
1,000.00 each aggregating to US$ 60.00 Million at a redemption price of
139.37%. The bondholder had the option to convert the bonds into fully
paid Equity Shares of Rs.10/- each (at a premium of Rs. 335.59 per share)
in the ratio of 1:1.283602 on or before 28th February 2011 (with fixed
rate of exchange on conversion at Rs. 44.36 to US$=1). These bonds were
to be redeemed, in whole but not in part at the option of the Company
on or at any time after 29th March 2009 subject to satisfaction of
certain pre conditions. As of the Balance Sheet date, all bondholders
representing 60,000 (100%) bonds have opted for conversion into Equity
Shares and 7,701,602 Equity Shares of face value of Rs. 10/- have been
allotted (with a premium of Rs. 335.59 per share).
3) Employees Stock Options and Shares Plan 2005 (ESOP) - Out of
15,356,000 Stock Options, Compensation Committee of the Company has
approved/ allotted following options to the eligible employees
including working & non executive Directors.
The discount to market price on above ESOP has been accounted/
amortized in the annexed accounts based on vesting period and as per
the accounting policies specified in Schedule 1 of the ESOP Guidelines
issued by the SEBI. No employee has been issued options entitling such
person to subscribe more than 1% of Equity Share Capital of the
Company.
Out of the total 10,000,000 ESOPs granted, as of 31st March 2011,
68,92,300 ESOPs have been converted into equity shares of the Company.
The estimate of future salary increase considered in actuarial
valuation takes into account inflation, seniority, promotion and other
relevant factor.
Further, contribution to Defined Contribution Plan recognised as
expense for the year as under:
a) Employers Contribution to Provident Fund Rs.29.72 Million (Previous
year : Rs.19.04 Million) deposited with concerned authority.
b) Employers Contribution to Pension Scheme Rs.30.93 Million (Previous
year : Rs. 23.77 Million) deposited with concerned authority.
c) Employers Contribution to Superannuation Fund Rs. 37.05 Million
(Previous year : Rs.10.36 Million) managed by a Trust.
b) Determination of Net Profits in accordance with the provisions of
Section 198(1) of the Companies Act, 1956 and percentage of profits
being paid to working Directors and Non Executive Directors:
Remuneration and commission as Percentage of Net profits U/s Section
198 is 4.11% (Previous year : 4.29%) During the year Company has given
commission to Non Executive Directors of Rs. 5.00 million (Previous year
: Rs. 5.50 Million), which is around 0.11% (Previous year : 0.13%) of
profit U/s 198.
Standalone Annual Accounts
7) Related Party Disclosure as required by the Accounting Standard 18
(AS18): A] Related parties and their relation:
[1] Wholly Owned Subsidiary Companies:
JISL Overseas Ltd., Mauritius.
Jain International Trading BV, Netherlands
[2] Fellow Subsidiary Companies:
Jain (Europe ) Ltd. UK
Wholly Owned Subsidiaries of JISL
Overseas Ltd.,
Jain ( Americas ) Inc. USA, Mauritius.
Jain Overseas BV. Netherland
Nu Cedar Mills Inc. USA,
[Merged in Jain (Americas) Inc,
USA w.e.f. 31st March 2011 ]
Subsidiaries of Jain (Americas)
Inc, USA
Cascade Specialties Inc. USA
Jain Irrigation Holding
Inc. USA
Jain Irrigation Inc,
California } Subsidiary of Jain Irrigation Holding
Corporation
Point Source Irrigation,
Inc., USA Wholly Owned Subsidiary of Jain
Irrigation Inc, Californ
JISL Global SA
JISL (Israel) BV, Netherland Wholly owned Subsidiaries of Jain
Overseas B V, Netherland
JISL Systems SA Wholly Owned Subsidiaries of JISL
Global SA
Naandan Jain Irrigation
CS Ltd Subsidiary of Jain (Israel) BV,
Netherland
THE Machines SA Subsidiary of JISL Systems SA,
Switzerland
Sleaford Quality Foods Ltd.
w.e.f. 2nd Nov. 2010 Subsidiary of Jain (Europe ) Ltd. UK
Jain Sulama Sistemleri
Sanayi Ve Ticaret Anonim Subsidiary of Jain Overseas B V,
Sirkti, Turkey Netherland
NaanDan Agro-Pro Ltd, Israel
NaanDanJain France Sarl, France
NaanDanJain Australia Pty Ltd,
Australia
NaanDan Do Brasil Participacoes
Ltda., Brazil
NaanDanJain Industria E Comercio
de Equipmentos Ltda., Brasil
Dansystems S.A., Chile Subsidiaries of Naandan Jain
Irrigation CS Ltd, Israel NaanDanJain
Mexico, S.A. De C.V. Mexico
NaanDanJain S.R.L., Italy
NaanDanJain Iberica S.C., Spain
NaanDanJain Peru S.A.C, Peru
NaanDanJain Irrigation
Projects S.R.L., Romania
Naan Sprinklers and Irrigation
Systems, INC, USA
Sleaford Food Group Ltd, Uk
Sleaford Quality Foods Ltd, UK w.e.f. 2nd Nov. 2010 } Wholly owned
Aronds Quick Dired Foods Ltd
Uk Subsidiaries
of SQF 2009
Ltd. UK
[3] Companies / Firms in which Director, Director's Relatives are
Directors/Partners:
Companies
Jain Extrusion & Molding Pvt. Ltd.
Jain Vanguard Polybutelyne Ltd.
Atlaz Technology Pvt. Ltd.
JAF Products Pvt. Ltd.
Jalgaon Investment Pvt. Ltd.
Jain Rotfil Heaters Pvt. Ltd.
Jain e-agro.com India Pvt. Ltd.
Pixel Point Pvt. Ltd.
Labh Subh Securities International Ltd.
Jain Brothers Industries Pvt. Ltd.
Cosmos Investment & Trading Pvt. Ltd.
Stock & Securities (India) Pvt. Ltd.
Timbron India Pvt. Ltd.
Sustainable Agro-Commercial Finance Ltd.
Aadhunik Hi Tech Agriculture Pvt. Ltd. ( Formerly Gauri Hi Tech
Agriculture Pvt. Ltd.) Jain Green Energy Ltd. (Formerly Jain Solar
Systems Ltd.)
Partnership Firms
Jain Computer & Allied Services
Jalgaon Metal & Bricks Manufacturing Co.
Jalgaon Udyog
Proprietorship
PVC Trading House Drip & Pipe Suppliers
Plastic Enterprises
Jain Sons Investments Corporation Trust
Anubhuti Scholarship Foundation
Bhavarlal and Kantabai Jain Multipurpose Foundation
Gandhi Research Foundation
Trust Entities
Jain Family Holding Trust
Jain Family Enterprises Trust
Jain Family Trust
Jain Family Investment Trust
Jain Family Investment Management Trust
Foreign Companies
Jain Investments & Finance B V. Netherland
Jain Investment A. G., Switzerland
Jain Overseas Investments Ltd. Mauritius
[4] Key Management Personnel & Designation
Bhavarlal H. Jain (Chairman)
Anil B. Jain (Managing Director)
Atul B. Jain (Director - Marketing)
A. R. Barwe (Director) (Deceased on 05.10.2010)
V. V. Warty (Director à SBI Nominee)
D. R. Mehta (Director)
Ashok B. Jain (Vice Chairman)
Ajit B. Jain (Joint Managing Director)
R. Swaminathan (Whole Time Director)
Ramesh C A Jain (Director)
Radhika C Pereira (Director)
Ghanshyam Dass (Director)
[5] Relatives of Key Management Personnel & Designation
Jyoti A. Jain (Wife of Vice Chairman)
Shobhana A. Jain (Wife of Joint Managing Director)
Nisha A. Jain (Wife of Managing Director)
Bhavana A. Jain (Wife of Director à Marketing)
8) Leases:
The Company has entered into "Operating Lease for premises" as defined
in the Accounting Standard 19 (AS-19). Significant terms of the Lease
Agreement are:
a) No transfer of ownership on termination of lease,
b) No compensation for transfer on termination of lease.
c) No renewal of lease on expiry of the lease period.
12) Remittance in foreign currency for dividend:
The Company has remitted Rs. 200.22 Million (Previous year : Rs. 99.27
Million) on account of dividend payable pertaining to year 2010-11 to
the non-resident shareholders on 44,493,498 (Previous year :
39,707,028) number of ordinary shares held by them.
b) The net un-realised loss aggregating Rs.194.83 Million (Previous year
: Rs.260.80 Million) in respect of derivative instruments which qualify
for hedge accounting have been accounted for as a Hedging Reserve to be
ultimately recognized in the profit and loss account when the
underlying transactions will be matured.
15) The Company has a system of periodically reconciling outstanding
balances of sundry debtors, advances, deposits, etc. and on such
reconciliation; the necessary adjustments are made in accounts.
Consequently, balances at the end of the year are as per books of
accounts.
16) During the year, pursuant to the approval of Shareholders in the
EGM held on 9th March, 2011, a lot of 6,100,000 Equity Warrants was
allotted as per SEBI (ICDR) Regulations 2009 and other applicable
provisions of law at a price of Rs.228.15 each, aggregating to Rs.1,391.72
million. These warrants are to be converted to Equity Shares as per the
terms of Issue. A deposit of Rs.57.0375 per Equity Warrant amounting to
Rs. 347.93 million has been paid by the subscribers.
17) The Company was hitherto, amortising the Goodwill on acquisition in
the year of acquisition. During the year, the company has changed its
policy for amortisation of Goodwill in acquisition on the year to a
period of five years from the date of acquisition. There is no impact
on the Profit and Loss account for the year.
18) In terms of MOU dated 15th May 2008 entered by Company with Govt.
of Maharashtra, (GoM), the Company has received an Eligibility
Certificate (EC) under the Industrial Promotion Scheme (IPS) from DIC,
GoM for Rs. 3,804.71 Million valid upto 7 years from date of commercial
production (30.09.2009). The Company has taken credit for Rs.554.03
Million for the year ended 31st March, 2011 which includes Rs.142.39
Million for the period October 2009 to March 2010.
19) Pursuant to the Board decision dated 9th August 2010 and
Shareholders decision dated 29th September 2010, the Company decided to
split Equity Shares of Rs.10 each into Equity Shares of Rs.2 each. The
Company fixed a Record Date of 1st November 2010 to make effective the
split of shares as above.
20) Amounts less than Rs.5,000 have been shown at actual in brackets
since the amounts are rounded off to the nearest million. (One Million
= Ten Lacs)
Mar 31, 2010
1) A) Contingent Liabilities not provided for in respect of: [Rs. in
Million]
31-Mar-10 31-Mar-09
i) Claims not acknowledged as Debts in respect of:
- Customs and Excise Duty 271.35 68.49
- Other taxes & levies 110.9 -
- Others (Legal Case) 49.74 25.61
ii) Guarantees given by the Companys
Bankers in the normal course of
business 932.56 861.27
iii) Bills Discounted with the banks. 244.28 614.49
iv) Export obligation towards duty
saved amount under EPCG Scheme 5,851.26 3,381.48
v) Corporate Guarantees given for
repayment of indebtedness of Overseas 1,379.49 1,781.58
Subsidiaries
In respect of (i) above, the company has taken necessary legal steps to
protect its position in respect of these claims, which, in its opinion,
based on legal advice, are not expected to devolve. It is not possible
to make any further determination of the liabilities which may arise or
the amounts which may be refundable in respect of these claims.
B) Estimated amount of Contracts remaining to
be executed on Capital Account 591.07 65.02
and not provided for (net of advances)
2) Pursuant to the approval of Shareholders dated 31-January-2006 and
30-September-2008, the Board of the Directors have been empowered to
contribute towards rural development in general and in particularly to
improve the knowledge, skill, efficiency and self-dependence of
community. The amount of such contribution shall not exceed in
aggregate 5.00% (Py 5.00%) of the annual net profits of the Company as
reflected in the respective profit & loss account adopted by
shareholders. Accordingly, during the year Rs.135.75 Million &
aggregating till date sum of Rs.286.98 Million (till Py Rs.153.63 Million)
has been accumulated for this purpose and the same will be accounted as
expenses in the year of actual contribution. During the year Company
has paid Rs.2.40 Million towards the same to specified parties.
3) On 29-March -2006, Company had issued 60,000 Zero Coupon Currency
Convertible Bonds (ZCCBs) (due on 30- March-2011) at face value of US$
1,000.00 each aggregating to US$ 60.00 Million at a redemption price of
139.37%. The bondholder has the option to convert the bonds into fully
paid Equity Shares of Rs.10/- each (at a premium of Rs.335.59 per share) in
the ratio of 1:1.283602 on or before 28-February-2011 (with fixed rate
of exchange on conversion at Rs.44.36 to US$=1). These bonds may be
redeemed, in whole but not in part at the option of the Company on or
at any time after 29-March-2009 subject to satisfaction of certain
conditions. Upon conversion of all ZCCBs into Equity, this will result
in increase of Equity Shares capital by 7,701,606 shares and increase
in net worth of the Company by Rs.2661.60 Million. As of the Balance
Sheet date, bondholders representing 58,500 (97.50%) bonds have opted
for conversion into Equity Shares and 7,509,062 Equity Shares of face
value of Rs.10/- have been allotted (with a premium of Rs.335.59 per
share).
4) Research and Development expenditure: Revenue expenditure, including
overheads on research and development incurred and charged out during
the year through the natural heads of account, aggregate Rs.48.48 Million
(Py 34.99 Million). The capital expenditure incurred for research and
development purposes, aggregate Rs.146.52 Million (Py Rs.69.71 Million).
5) Related Party Disclosure as required by the Accounting Standard 18
(AS18): A] Related parties and their relation:
[ 1] Wholly Owned Subsidiary Companies:
JISL Overseas Ltd., Mauritius.
Jain International Trading BV, Netherlands
[2] Fellow Subsidiary Companies:
Jain (Europe ) Ltd. UK Wholly Owned Subsidiaries of JISL Overseas
Jain ( Americas ) Inc. USA,
Ltd., Mauritius.
Jain Overseas BV. Netherland
Nucedar Mills Inc. USA,
Cascade Specialties Inc. USA Subsidiaries of Jain (Americas)
Inc, USA
Jain Irrigation Holding
Corporation Inc. USA
Jain Irrigation Inc,
California } Subsidiaries of Jain Irrigation
Holding Corporation
Jain Global SA } Wholly Owned Subsidiaries of JISL
Global SA
JISL Systems SA } Wholly Owned Subsidiaries of JISL Global SA
Naandan Jain Irrigation
CS Ltd } Subsidiary of Jain (Israel) BV, Netherland
THE Machines SA } Subsidiary of JISL Systems SA, Switzerland
Jain Sulama Sistemleri
Sanayi Ve Ticaret
Anonim Sirkti, Turkey.} Subsidiary of Jain Overseas B V, Netherland
Naan Dan Agro-Pro Ltd, Israel
NaanDan Jain France Sarl, France
NaanDan Jain Australia Pty Ltd, Australia
NaanDan Do Brasil Participacoes Ltda., Brazil
NaanDan Jain Industria E Comercio de Equipmentos Ltda. , Brazil
Subsidiaries of Naandan Jain Irrigation CS
Dansystems S.A., Chile
Ltd, Israel
Point Source Irrigation, Inc., USA
NaanDanJain Mexico, S.A. De C.V. Mexico
NaanDan Jain S.R.L., Italy
NaanDan Jain Iberica S.C., Spain
NaanDan Jain Peru S.A.C, Peru
[3] Companies / Firms in which Director, Directors Relatives are
Directors/Partners:
Jain Extrusion & Molding Pvt. Ltd., Pixel Point Pvt. Ltd.,
Jain Vanguard Polybutelyne Ltd., Labh Subh Securities
International Ltd.,
Atlaz Technology Pvt. Ltd, Jain Brothers Industries
Pvt. Ltd.,
JAF Products Pvt. Ltd, Cosmos Investment & Trading
Pvt. Ltd.,
Jalgaon Investment Pvt. Ltd, Stock & Securities (India)
Pvt. Ltd.,
Jain Rotfil Heaters Pvt. Ltd., Jain Solar Systems Ltd
Timbron India Pvt. Ltd. Jain e-agro.com India Pvt. Ltd.
Gauri Hi Tech Agriculture Pvt. Ltd Gandhi Research Foundation,
Partnership Firms
Jain Computer & Allied Services, Jalgaon Udyog,
Jalgaon Metal & Bricks Manufacturing Co.,
Proprietorship
PVC Trading House, Plastic Enterprises,
Drip & Pipe Suppliers, Jain Sons Investments Corporation,
Trust:
Anubhuti Scholarship Foundation,
Foreign Companies:
Jain Investments & Finance
BV. Netherland Jain Overseas Investments Ltd. Mauritius
[4] Key Management Personnel & Designation:
Bhavarlal H. Jain (Chairman), Ashok B. Jain (Vice Chairman),
Anil B. Jain (Managing Director), Ajit B. Jain (Joint Managing
Director),
Atul B. Jain (Director-Marketing)
(wef 01-09-2009) R. Swaminathan (Whole Time
Director),
A. R. Barwe (Director) Ramesh C A Jain (Director)
V. V. Warty (Director à SBI
Nominee) Radhika C Pereira (Director)
D. R. Mehta (Director) Ghanshyam Dass (Director)
[5] Relatives of Key Management Personnel & Designation:
Atul B. Jain (Chief Marketing Officer from 01-04-2009 to 31-08-2009),
Jyoti A. Jain (Wife of
Vice Chairman), Nisha A. Jain (Wife of Managing Director),
Shobhana A. Jain (Wife
of Joint Managing
Director), Bhavana A. Jain (Wife of Director à Marketing)
6) Remittance in foreign currency for dividend:
The Company has remitted Rs. 99.27 Million (Py Rs. 81.38 Million) on
account of dividend payable pertaining to year 2008-09 to the
non-resident shareholders on 39707028 (Py 36,992,200) number of
ordinary shares held by them.
7) The Company has a system of periodically reconciling outstanding
balances of sundry debtors, advances, deposits, etc. and on such
reconciliation; the necessary adjustments are made in accounts.
Consequently, balances at the end of the year are as per books of
accounts.
8) Additional information pursuant to the provision of paragraph in 3
and 4 of Part-II of "Schedule VI" to the Companies Act, 1956, is given
in the Annexure "A" to "E"
9) Amounts less than Rs.5000 have been shown at actual in brackets since
the amounts are rounded off to the nearest million. (One Million = Ten
Lacs)
10) The previous financial years figures have been reworked, regrouped
and reclassified to the extent possible, wherever necessary. Cy :
Current year & Py : Previous year
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Jain Irrigation Systems Ltd. குறித்த கூடுதல் தகவல்களை
-
Jain Irrigation Systems Ltd. டூல்ஸ்
- பல்க் டீல்ஸ்
- பிளாக் டீல்ஸ்
-
Jain Irrigation Systems Ltd. நிறுவன தகவல்கள்
- நிறுவன சுயவிவரம்
- நிறுவன வரலாறு
- நிர்வாக குழு
- மூலதன வடிவம்
- புராடெக்ட் மிக்ஸ்
- வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
-
நிறுவன வரலாறு
- போனஸ்
- உரிமை
- மும்பை பங்குச் சந்தையில் விலை வரலாறு
- என்எஸ்இ விலை வரலாறு
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Jain Irrigation Systems Ltd. முக்கிய நிதியில் விகிதங்கள்
- விகிதங்கள்
-
Jain Irrigation Systems Ltd. முடிவுகள்
- காலாண்டு முடிவுகள்
- அரையாண்டு முடிவுகள்
- 9 மாத முடிவுகள்
- வருடாந்திர முடிவுகள்
-
Jain Irrigation Systems Ltd. நிதியியல் தகவல்கள்
- தணிக்கை முடிவுகள்
- பணப்பாய்வு
- இருப்பு நிலைக்குறிப்பு
-
Jain Irrigation Systems Ltd. அறிக்கை
- கணக்கியல் கோட்பாடுகள்
- தணிக்கையாளர்கள் அறிக்கை
- இயக்குநர்கள் அறிக்கை
- கணக்கு குறிப்புகள்
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Jain Irrigation Systems Ltd. கார்ப்பரேட் அறிவிப்புகள்
- புத்தக முடிவு
- ஈவுத்தொகை
- நிர்வாகக் குழுக் கூட்டங்கள்
