1. Outstanding Contracts - Capital Account:
Estimated amount of contracts remaining to be executed on capital
account and not provided for (Net of advances) are Rs. 7.14 Lacs (P.Y. Rs.
11.28 Lacs ). Advances paid Rs. 5.93 Lacs (P.Y. Rs.. 24.32 Lacs).
2. The gross block of fixed asset includes Rs. 83.62 Lacs (P.Y. Rs. 83.62
Lacs) on account of revaluation of fixed assets carried out by the
Company in the year 1993-94. Consequent to the said revaluation, there
is an additional charge of Rs. 2.42 Lacs (P.Y. Rs. 2.42 Lacs) on account
of depreciation and an equivalent amount has been withdrawn from the
revaluation reserve and credited to Statement of Profit and Loss. This
has no impact on the loss for the year.
3. The Company has a process whereby periodically all long term
contracts are assessed for material foreseeable losses. At the year
end, the Company has reviewed and ensured that adequate provision as
required under any law/ accounting standards for material foreseeable
losses on such long term contracts has been made in the books of
accounts. The Company has not entered into a derivative contract during
4. The Company has invested an amount of USD 129.90 Lacs equivalent
to Rs. 6,000.65 Lacs in its subsidiary company namely, Jyoti
International Inc. Further, as at 31st March, 2015, balance of loans
and advances outstanding was of Rs. 6,712.77 lacs to Jyoti International
Inc. and Rs. 3,148.57 lacs to Jyoti Americas LLC, a wholly owned
subsidiary of Jyoti International Inc. That company maintains its
accounts on financial year basis. The company has incurred total loss of
USD 219.53 Lacs equivalent to Rs. 13,763.34 Lacs (P.Y. Loss of USD 133.01
Lacs equivalent to Rs. 7,579.41 Lacs) during the year. Total accumulated
losses as on 31st March 2015 are USD 420.67 Lacs (P.Y. USD 201.14
Lacs). However, based on the orders in hand and the business outlook of
the company, the management is of the opinion that these accumulated
losses are temporary in nature and will be recovered in the next few
years. Therefore, no provision for diminution in the value of the said
investment or no provision for other outstanding amounts is made as the
management is confident of turning around the business of that company
in the near future.
5. Lauren Jyoti Private Ltd. is a joint venture company (JVC) between
Lauren Engineers Constructors Inc. (Lauren) and Jyoti Structures
Limited (JSL) with equity participation of Rs. 500 Lacs by each partner
and with technical assistance, support and know-how to be provided by
Lauren and pre-qualification credentials by the Company for EPC
Contracts. As on 31st March 2015, the trade receivable of the Company
include amount of Rs. 7,045.80 Lacs outstanding from JVC. Further an
amount of Rs. 5,507.00 Lacs was paid by the Company on account of
encashment of Bank guarantee by a customer of JVC, which amount is
debited to JVC. The other outstanding from JVC are Rs. 830.30 Lacs for
support services provided by the Company. Due to differences and
disputes arising between the partners during the execution of 50 MW
Solar Thermal Power Plant EPC Contract awarded by Godavari Green Energy
Limited, the financial statements of JVC have not been adopted after
31st March 2013. The Company has referred the dispute to arbitration
and the management is reasonably confident of recovering the amount.
6. The Company has invested an amount of Rs. 419 in the equity share
capital of Jyoti Structures Africa (Pty) limited (JS Africa), a
subsidiary company. As on 31st March, 2015, the Company has also
advanced loan of Rs. 3,581.91 lacs to JS Africa and the outstanding
credit to that company is Rs. 3,277.65 lacs. Though the net worth of the
subsidiary has been eroded, the Company has not provided for diminution
in value of investment of Rs. 419 and no provision is made against
outstanding loans and dues of said company. Considering the business
outlook of the subsidiary Company, the management is of the opinion
that these accumulated losses of that company are temporary in nature
and will be recovered in the near future.
7. During the year, the company has paid managerial remuneration
amounting to Rs. 43.04 lacs which is in excess of the provisions of
section 197 of the Companies Act, 2013 read with Part II of Schedule V.
The Company is in the process of seeking shareholders'' approval for
waiver of the same, subject to approval of Central Government.
8. Foreign Currency exposures that are not hedged by derivative
instruments as on 31st March, 2015 amount to Rs. 87,451.53 Lacs (P.Y. Rs.
9. Disclosures for operating leases under Accounting Standard 19 –
a) Disclosures in respect of the agreements entered into after 1st
April, 2001 for taking on leave and license/under operating leases the
residential/office premises and warehouses, including furniture fittings
therein as applicable and machinery, are given below:
The agreements provide for early termination by either party with a
notice period which varies from fifteen days to three months and they
contain a provision for their renewal.
10. Related Party Disclosures:
Related party disclosures as required by Accounting Standard 18,
Related Party Disclosures, Relationships (during the year)
(a) Subsidiary of the Company:
i) Jyoti Energy Ltd.
ii) JSL Corporate Services Ltd.
iii) Jyoti Structures Africa (Pty) Ltd.
iv) Jyoti International Inc.
v) Jyoti Americas LLC
vi) Jyoti Structures Canada Ltd.
vii) Jyoti Structures FZE
viii) Jyoti Structures Namibia (Pty) Ltd.
ix) Jyoti Structures Nigeria Ltd.
x) Jyoti Structures Kenya Ltd.
(b) Joint Venture:
i) Gulf Jyoti International LLC ii) Lauren Jyoti Pvt. Ltd.
(c) Key Management Personnel:
i) Mr. Ashok Goyal ii) Mr. Santosh Nayak iii) M r. K. R. Thakur
11. Employees Stock Option Scheme:
Under Jyoti Structures Limited Employees Stock Option Scheme 2005 (ESOS
2005) as amended, the Company is authorised to issue upto 5,00,000
(Five Lacs) stoc k options convertible into 25,00,000 (Twenty Five
Lacs) Equity Shares of Rs. 2/- each to employees. A Compensation
Committee has been constituted by the Board of Directors of the Company
to administer the Scheme.
Each option is to be converted into 5 equity shares of Rs. 2/- each at an
exercise price of Rs. 17/- per equity Share (being the exercise price
adjusted after split of face value from Rs. 10/- to Rs. 2/-). Under the
scheme, 30% of the options vest at the end of one year from the date of
grant of options, 30% at the end of second year from the date of grant
of options and the balance 40% at the end of third year from the date
of grant of options.
The amount of Rs. 20.92 Lacs (P.Y. Rs. 56.15 Lacs) debited to Employee
Compensation Expense – ESOS account, represents the proportionate cost
for the year and has been credited to the revenue account.
The amount of Rs. 341.75 Lacs (P.Y. Rs. 374.20 Lacs) in Employee Stock
Option outstanding account, represents discounts on the options
12. Engineering Procurement Construction (EPC) Contracts provide for
levy of liquidity damages (LD) to the extent of 10% of the contract
value for delay in execution of the contracts. As a trade practice, on
completion of the contracts such delay is generally condoned by
granting time extension. It is not possible to ascertain the quantum of
the LD for the projects where execution is delayed, as the proposals
for time extension are pending with the customers and in the past, time
extensions have been granted in similar circumstances.
13. Consequent to encashment of Bank Guarantee by Power Grid
Corporation of India Ltd. in April 2014, for Tangla-Kokrajhar-
Barabisa, Assam project, the Company has initiated dispute resolution,
in accordance with the terms of the contract.
14. Jaypee Power Ventures Ltd. (JPVNL) wrongfully encashed the
performance bank guarantees amounting to Rs.. 1,773.22 lacs in July 2014,
though the company had completed the contract and the line was charged.
The Company has initiated dispute resolution, in accordance with the
terms of the contract.
15. Maharashtra State electricity Corporation Ltd (MSETCL) has
terminated the contract and encashed the performance guarantees
amounting to Rs. 1,987.48 Lacs in July 2014 as the execution of contract
was delayed due to Right of Way, availability of land, reasons being
beyond the control of the Company. The Company has been advised to
initiate dispute resolution in terms of the contract.
16. MP Madhya Kshetra Vidut Vitaran Company Ltd. has terminated part
of the contract and encashed the performance guarantees amounting to Rs.
2,025.81 Lacs in April 2015 as the execution of contract was delayed
due to reasons beyond the control of the Company. The Company has been
advised to initiate dispute resolution in terms of the contract. The
Company has made provisions in the Statement of Profit and Loss although
the event has occurred after balance sheet date.
17. Trade Payable includes dues to micro and small enterprises to whom
the Company owes amounts outstanding for more than 45 days. The
information regarding micro and small enterprises has been determined
to the extent such parties have been identified on the basis of
information available with the Company. This has been relied upon by
18. The lenders of the Company have restructured the debt under RBI
guidelines on Joint Lender Forum and Corrective Action Plan.
1. The cut-off date (COD) identified, for the purpose of determining
the eligible debts to be restructured under the Restructuring Scheme is
April 1, 2014.
2. Rescheduling of due amount of term loans, working capital loans and
interest thereon and additional sanction of cash credit facility,
non-fund based working capital and term loan.
3. Moratorium for principle repayment of term loan for 18 months from
COD i.e. till September 30, 2015.
4. Reduction in rates of interest on term loans @ 12% p.a.
5. Interest to be funded on term loan for 12 months from COD i.e. till
March 31, 2015.
6. Personal guarantees of promoters of the Company.
7. Pledge of the unencumbered shares of the promoters of the Company.
19. In August 2013, Jyoti Americas LLC (subsidiary of the Jyoti
International Inc.) has issued subordinated debt of ,30,00,000 and
preferred stock Series A of ,00,00,000. In April 2014, the Company
issued additional 47 shares of Series A preferred stock, at ,00,000
per share, for additional gross proceeds of ,88,00,000. Cumulative
dividends accrues on this preferred stock of Series A accrues on a
daily basis at the rate of 0.01% per year on the original purchase
price, per share.
Jyoti Americas LLC has a contingent liability of ,700,000 for above
mentioned preferred stock variable return along with its accretion of $
46,16,444 and ,29,000 for the years ended March 31, 2015 and 2014,
As per preferred stock agreement, the Company and Jyoti Structures
Limited, the parent company, plan to settle the variable return due on
August 28, 2016 through the issuance of common stock of Jyoti
Structures Limited. Accordingly, the Company has not recorded an
obligation of $ 3,47,00,000 related to the preferred stock variable
return as of March 31, 2015.
20. The number of shares of Jyoti Structures Ltd. to be issued on
settlement of the preference stock as referred to in Note No. 31 (31)
on the Maturity on August 28, 2016, cannot be ascertained and
therefore, the dilutive effect of those shares on the Diluted EPS of
the Company has not been considered.
21. Corporate Social Responsibility (CSR)
During the year under report the company has constructed roads in 13
villages (in 10 districts) across India at the cost Rs. 193.71 Lacs.
Construction of roads resulted in saving of travel time and ease of
transportation to Villagers.
22. Pursuant to the enactment of Companies Act, 2013 effective 1st
April, 2014, the Company has reviewed the estimated useful life of its
Fixed Assets generally in accordance with that provided in Schedule II
of the Act. The applicable rates of depreciation are also accordingly
altered. As a result amount of Rs. 431.47 Lacs were reduced from the
surplus in the statement of Profit and loss and the depreciation charged
for the year ended 31st March 2015 is higher by Rs. 624.90 Lacs.
23. Previous year''s figures have been reworked, regrouped, rearranged
and reclassified wherever necessary.