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Jain Irrigation Systems
BSE: 500219|NSE: JISLJALEQS|ISIN: INE175A01038|SECTOR: Plastics
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« Mar 10
Notes to Accounts Year End : Mar '11
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 – 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 – 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)
Source : Dion Global Solutions Limited
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