you are here:

Jyoti Structures Ltd.

BSE: 513250 | NSE: JYOTISTRUC | Series: BZ | ISIN: INE197A01024 | SECTOR: Power - Transmission & Equipment

BSE Live

Jul 23, 15:40
10.06 0.47 (4.90%)
Volume
AVERAGE VOLUME
5-Day
58,447
10-Day
109,267
30-Day
181,321
25,380
  • Prev. Close

    9.59

  • Open Price

    10.06

  • Bid Price (Qty.)

    10.06 (37830)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Jul 23, 15:54
10.10 0.45 (4.66%)
Volume
AVERAGE VOLUME
5-Day
221,853
10-Day
250,042
30-Day
187,184
255,641
  • Prev. Close

    9.65

  • Open Price

    10.10

  • Bid Price (Qty.)

    10.10 (10000)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Auditor's Report

We have audited the accompanying standalone financial statements of Jyoti Structures Limited (''the Company''), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information in which are incorporated returns for the year ended on that date audited by the branch auditors of the Company''s branches at Bangladesh, Bhutan, Dubai, Egypt, Georgia, Kuwait, Kenya, Rwanda, South Africa, Tajikistan, Tanzania, Tunisia and Uganda. MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. AUDITORS'' RESPONSIBILITY Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements. BASIS OF QUALIFIED OPINION a) As on 31st March, 2015, the trade receivables of the Company include amount of Rs. 7,045.80 lacs outstanding from a joint venture company, namely Lauren Jyoti Private Limited. Further an amount of Rs. 5,507.00 lacs was paid by the Company on account of Bank guarantee encashed by a customer of Lauren Jyoti Private Limited, which is debited to the said joint venture company. The other outstandings from Lauren Jyoti Private Limited are Rs. 830.30 lacs. As informed to us, the financial statements of the joint venture company are not available for the financial years ended 31st March 2014 and 31st March, 2015. Considering the fact that the financial statements of the joint venture company are not available and it is not regular in payment of the above outstanding, we are not able to comment on the recovery of the debt and impact of the same on the financial statements of the Company for the year. b) The Company has invested Rs. 500 lacs in 50 lacs equity shares of Lauren Jyoti Private Limited. The financial statements of that company for the financial years ended on 31st March 2014 and 31st March 2015 are not made available to us. As per the financial statements for the year ended on 31st March, 2013, the net worth of that company is fully eroded. The Company has not made any provision for the diminution in the value of this investment. Due to this non-provision, the loss of the Company for the year is understated by Rs. 500 lacs and reserves of the Company are overstated by the same amount. QUALIFIED OPINION In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015; and its loss and its cash flows for the year ended on that date. EMPHASIS OF MATTERS a) We draw attention to clause 11 of note no. 31 to the financial statements. The Company has made investment of Rs. 6,000.65 lacs in the equity shares of its wholly owned subsidiary company, namely Jyoti International Inc. As on 31st March, 2015, the Company has also advanced loan of Rs. 9,861.35 lacs to Jyoti International Inc. Due to the losses incurred, the net worth of that company is fully eroded on that date. However, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is optimistic of turning around the business of that company in the near future. b) We draw attention to clause 13 of note no. 31 to the financial statements. The Company has made investment of Rs. 419/- in the equity shares of its subsidiary company, namely Jyoti structures Africa (Pty) limited. As on 31st March, 2015, the Company has also advanced loan of Rs. 3,581.91 lacs to Jyoti structures Africa (Pty) Limited and the outstanding credit to that company is Rs. 3,277.65 lacs. Due to the losses incurred, the net worth of that company is fully eroded on that date. However, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is optimistic of turning around the business of that company in the near future. c) We draw attention to clause 14 of note no. 31 to the financial statements stating that the company has paid managerial remuneration in excess of the provisions of the section 197 of the Companies Act, 2013 read with Part II of Schedule V, for which approval of shareholders in a general meeting and the permission of the Central Government is to be obtained. OTHER MATTERS We did not audit the financial statements/ information of fourteen branches incorporated in the standalone financial statements of the Company, whose financial statements/ financial information refect total assets of Rs. 20,812.13 lacs, as at 31st March 2015 and the total revenues of Rs. 22,993.19 lacs, for the year ended on that date, as considered in the standalone financial statements. The financial statements/ information of these branches have been audited by the branch auditors, whose reports have been furnished to us, and our opinion, in so far as it relates to amounts and disclosures included in respect of these branches, is based solely on the reports of such branch auditors. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 1. As required by the Companies (Auditors'' Report) Order, 2015 (''the Order''), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143(3) of the Act, we report that: a. Except for the matters stated in clause (a) of Basis of Qualified Opinion, We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. In our opinion except for the matters stated in clause (a) of Basis of Qualified Opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, and proper returns adequate for the purpose of our audit have been received from the branches not visited by us; c. The reports on the accounts of the branch Offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report; d. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us; e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; f. The matters described in the basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company. g. On the basis of written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act. h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in clause 2 of note no. 31 of the financial statements; ii. the Company has made provisions as required under the applicable law or Accounting Standards material foreseeable losses, if any, on long term contracts including derivative contracts. Referred to clause no. 10 of the note no. 31 of the Financial Statements; iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company as at the end of the year. ANNEXURE TO AUDITORS'' REPORT Re: Jyoti Structures Ltd The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015; 1) (a) The Company has maintained proper records showing full particulars, including the quantitative details and situation of fixed assets on the basis of available information. (b) As explained to us, the fixed assets have been physically verified by the management in a phased periodic manner during the year, which in our opinion is reasonable having regards to the size of the Company and the nature of the assets. No material discrepancies have been noticed on such verification. 2) (a) The inventories have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business. (c) On the basis of our examination of the records of inventories and according to the information and explanations given to us, we are of opinion that the Company has maintained proper records of inventories. As explained to us, the discrepancies noticed on verification of inventories have been properly dealt with in the books of accounts. 3) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iii) of the Order are not applicable to the Company. 4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. We have not observed any continuing failure to correct any weakness in internal control system except in case of sale of bought out components during the year for which the company has taken corrective measures and steps to strengthen the control. During the course of our audit, we observed that SAP software installed by the Company is still to be stabilized. 5) The Company has accepted deposits from public during the previous year. As per the information and explanation given to us and based on the records examined by us, we are of the opinion that the directives issued by Reserve Bank of India and provisions of section 73 to 76 and other relevant provisions of the Companies Act, 2013 and the rules framed there under, as applicable, have been complied with; except for a small delay of two days in making deposit required to be made as per the provisions of section 73(2)(c) of the Companies Act, 2013. As per the information and explanation given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or other tribunal against the Company in respect of the deposits. 6) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the Company has made and maintained such accounts and cost records. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. 7) (a) According to the records of the Company and as per the information given to us, the Company is regular in depositing undisputed statutory dues including Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities, wherever applicable during the year, except for Provident Fund, Employees'' State Insurance, Income Tax and Octroi where in the deposits are not regular. (b) As per the information and explanations given to us and the records examined by us, the details of undisputed statutory dues which are outstanding as at the last day of the concerned financial year for more than six months from the date they become payable are as under. Sr. No. Particulars Amount due .Lacs 1. Octroi 39.35 2. Income Tax Tax Deducted at Source 216.58 3. Income Tax Self Assessment Tax 2,480.57 4. Corporate Dividend Tax 30.95 (c) As explained to us and according to the records of the Company, the outstanding disputed statutory dues on account of Income Tax, Sales tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax or Cess are as follows. Type of the Statute Nature of Dues dis- Amount (in Rs.. pute is pending Lacs ) Sales Tax Tax and Interest 32.68 Entry Tax Tax and Interest 18.86 Commercial Tax Tax and Interest 333.59 Commercial Tax Tax and Interest 70.34 Income Tax Tax and Interest 304.59 Income Tax Tax and Interest 8.96 Types of the Statue Financial year to which the Forum where dispute is amount relates pending Sales Tax Various years between Appellate Tribunal 1995-96 to 1998-99 Entry Tax 2004-05 and 2005-06 Appellate Tribunal Commercial Tax 2005-06 Appellate Tribunal Commercial Tax 2006-07 Revision Board Income Tax 2005-06 and 2006-07 Commissioner of Income Tax- (Appeals) Income Tax 2007-08 ACIT (Rectification) (d) According to the records of the Company, there are no amounts that are due to be transferred to the Investors Education and Protection Fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under. 8) The Company does not have accumulated losses as at 31st March, 2015 but it has incurred cash losses in the financial year ended on that date and it has not incurred cash losses in the immediately preceding financial year. 9) According to the information and explanations given to us and based on the documents and records examined by us, taking into consideration the Master Restructuring Agreement for the restructuring of debt and outstanding interest, in our opinion, the Company has defaulted in repayment of loans due to financial institutions, banks and debenture holders. The details of the same are as follows. Particulars Period Amount.Lacs Bank - Repayment of Principal and Interest September, 2014 to March, 2015 1,559.87 Debenture Holders Payment of Interest Various periods 333.73 10) According to the information and explanations given to us, the Company has given corporate guarantees for loans taken by two of its wholly owned subsidiaries and a joint venture company from banks. We are of opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company. 11) According to the information and explanations given to us and on the basis of examination of the relevant records, prima facie, it appears that the term loans are applied for the purpose for which they are obtained. 12) According to information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year. For R. M. AJGAONKAR & ASSOCIATES Chartered Accountants Firm Registration No.117247W KOMAL SEVAK Partner Membership No. 143685 Place : Mumbai Date : 30th May, 2015.