JAIPRAKASH ENGINEERING AND STEEL COMPANY LIMITED. 30 th ANNUAL REPORT ****

Transcription

1 JAIPRAKASH ENGINEERING AND STEEL COMPANY LIMITED 30 th ANNUAL REPORT **** 1

2 Board of Directors K S Raju Chairman P.P. Singh K. Soma Raju Registered Office No. 510, 3 rd A Cross 2 nd Main, 3 rd Block, Raj Mahal Vilas II, Dollars Colony, Bangalore Y Vijayanand CIN : U00337KA1993PLC D. Srinath Raju Manager M Vijaya Bhasker Company Secretary Auditors M/s. M Bhaskara Rao & Co., Chartered Accountants Hyderabad 2

3 NOTICE NOTICE IS HEREBY GIVEN THAT THE 30th ANNUAL GENERAL MEETING OF JAIPRAKASH ENGINEERING AND STEEL COMPANY LIMITED WILL BE HELD AT NOON ON SEPTEMBER 14, 2015 AT THE REGISTERED OFFICE OF THE COMPANY, NO. 510, 3rd A CROSS 2nd MAIN, 3rd BLOCK, RAJ MAHAL VILAS II DOLLARS COLONY BANGALORE TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: 1. To receive, consider and adopt the 30 th Annual Report of the company, Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the Financial Year ended March 31, 2015, the Cash Flow Statement for the Financial Year ended March 31, 2015 and the Reports of the Directors and Auditors thereon. 2. To appoint a Director in the place of Mr. Y Vijayanand with DIN No who retires by rotation and is eligible for re-appointment. 3. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the consent of the Members be and is hereby accorded for the ratification of the appointment of Statutory Auditors of the company, M/s. M Bhaskara Rao and Co., Chartered Accountants, Hyderabad, to hold office from the conclusion of the 30 th Annual General Meeting up to the conclusion of the 31 st Annual General Meeting of the company on such remuneration as may be fixed by the Board of Directors during the term of appointment i.e., from the conclusion of the 29 th Annual General Meeting to the conclusion of the 32 nd Annual General Meeting. By Order of the Board Hyderabad May 13, 2015 K.S. Raju Chairman 3

4 NOTES 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such a proxy need not be a member of the company. 2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder 3. The Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013 with respect to the special business set out in the notice is annexed. 4. Instrument of proxies in order to be effective must be deposited at the company s registered office not less than 48 hours before the meeting. By Order of the Board Hyderabad May 13, 2015 K.S. Raju Chairman 4

5 DIRECTORS REPORT Your Directors have pleasure in presenting the 30 th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, The Financial Results of the Company for the year ended March 31, 2015 are as under: A. BUSINESS AND FINANCIAL HIGHLIGHTS Particulars current year ` previous year Net sales/income from Operations - Other Income Total Expenditure a. Increase/(decrease) in Stock - - b. Cost of materials consumed - - c. Employee benefits expense d. Purchase of traded products - - e. Power and fuel - - f. Other expenses Total Finance cost - - Depreciation and amortization - - Profit before tax (179509) (156808) Provision for tax - - Deferred tax - - Profit after tax (179509) (156808) Dividend equity shares - - Tax on proposed dividend - - Balance c/d to balance sheet (179509) (156808) Paid Up equity share capital (Face value of Re.10/- per share) Reserves excluding revaluation reserve ( ) ( ) Earning per share (annualized) in Rs. Basic and Diluted (0.008) (0.007) 5

6 Financial Summary The Loss after tax for the year was Rs.1,79,509 against loss after tax of Rs.1,56,808 for the previous year. The main contributors for increase in loss was on increase in expenses towards rates, taxes and professional fee for consultancy services.. Activities of the company Your Company is considering implementing the projects related to development of Fertilizers and Chemicals Complex and Integrated Township projects in Kenjar, Thokur and Kulai villages of Mangalore to utilize the available land appropriately and gainfully. Your Company has received approvals from the Government of Karnataka for use of land for the above-said projects. The Company has made progress in the site related project activities and has made applications for obtaining the statutory approvals. Share Capital The paid-up equity capital of the company as on March 31, 2015 is Rs.22,59,72,030 /- consisting of 2,25,97,203 equity shares of Rs.10/- each. B. DIRECTORS, BOARD COMMITTEES, KEY MANAGERIAL PERSONNEL AND REMUNERATION Directors Retiring by Rotation In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mr. Y Vijayanand who is liable to retire by rotation and being eligible, offers himself for re-appointment as Director of the Company, subject to retirement by rotation. The Board of Directors recommend his re-appointment for consideration of the Shareholders. Key Managerial Personnel: Company Secretary The Board has appointed Mr. M Vijaya Bhasker as the Company Secretary of the Company with effect from March 05, 2015 in place of Ms. Ankita Mathur who has separated from the service of the company. There are no other changes in relation to other Key Managerial Personnel 6

7 Meetings of the Board The Board of Directors of your company, during the period under review met five times on May 16, 2014, July 30, 2014, November 10, 2014, January 29, 2015 and March 19, Personnel There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, Committees: Audit Committee: In compliance with the provisions of the Section 177 of the Companies Act, 2013, the Company had constituted an Audit Committee consisting of qualified and experienced members from various fields. The Committee consists of three Directors. The Chairman of the Committee is Mr.. P P Singh and the Committee meets periodically to review the quarterly financial statements and recommends its findings to the Board apart from taking action independently whenever required. The Statutory Auditors/Secretary attend and participate in the Audit Committee Meetings. The Audit Committee comprises of Mr.P P Singh Mr. K Soma Raju Mr. Y Vijayanand : Chairman : Member : Member Nomination and Remuneration Committee: The Nomination and Remuneration Committee was constituted with effect from March 19, 2015 in compliance with the provisions of the Companies Act, The Company has formulated the criteria for determining, inter-alia, qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees. C. DISCLOSURES Related party transactions There are no contracts or arrangements entered in to by the company with related parties in accordance with the provisions of Section 188(1) of the Companies Act,

8 Particulars of Loans, Guarantees or Investments The company has not provided any Loans, Guarantees or made Investments pursuant to Section 186 of the Companies Act, Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo In relation to the information required to be furnished under the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the company is not undertaking any manufacturing activity and accordingly there is no information available pertaining to Conservation of Energy and Technology Absorption. There is no Foreign Exchange Earnings and Outgo. Extract of Annual Return The Extract of the Annual Return for the year ended March 31, 2015 appear as Annexure- I to this report Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future There were no orders passed by Regulators or Courts or Tribunals impacting the going concern status and future business operations of the Company. Adequacy of Internal Financial Controls The company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the company s internal controls and procedures and confirm that they are adequate based on the size and the nature of its business. Deposits The company has not accepted any deposits within the purview of the Companies Act, 2013 and the rules made there under during the Financial Year D. AUDITORS AND AUDIT REPORT Statutory Auditors M/s. M Bhaskara Rao & Co., Chartered Accountants, Hyderabad, were appointed as the Statutory Auditors for a term of three (3) years commencing from the conclusion of the 29 th Annual General Meeting up to the conclusion of the 32 nd Annual General Meeting subject to ratification by the members of the company every year at the Annual General Meeting. 8

9 M/s. M Bhaskara Rao & Co have signified their willingness to accept ratification of appointment vide letter dated April 27, 2015 and have further confirmed their eligibility under Section 141 of the Companies Act, The company's Statutory Auditors have also furnished a certificate from the Peer Review Board of the ICAI confirming that they have undergone the process of peer review. The Board of Directors in accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder commend the ratification of the appointment of Statutory Auditors for the Financial Year for consideration of the members. Statutory Audit Report There are no adverse comments in the Report of the Statutory Auditors of the company. E. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby report: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; and (e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 9

10 ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for the support and cooperation extended by the Central Government, Government of Karnataka and Nagarjuna Fertilizers and Chemicals Limited. By Order of the Board Hyderabad May 13, 2015 K.S. Raju Chairman 10

11 Annexure I EXTRACT OF ANNUAL RETURN Form No. MGT-9 as on the financial year ended on March 31, 2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN U00337KA1993PLC Registration Date September 21, 1984 Name of the Company Jaiprakash Engineering and Steel Company Limited Category / Sub-Category of the Company Public Company Limited by Shares Address of the Registered office and contact No. 510, 3rd A Cross 2nd details Main, 3rd Block, Raj Mahal Vilas II, Dollars Colony, Bangalore Whether listed company No Name, Address and Contact details of -- Registrar and Transfer Agent, if any II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company 1 Development of Fertilizers and Chemicals Complex and Integrated Township projects NA NIL III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. No. Name and Address of the Company 1. Nagarjuna Fertilizers and Chemicals Limited CIN/GLN L24129AP2006PLC Holding/ Subsidiary/ Associate Holding Company % of shares held Applicable Section 99.84% 2(46) 11

12 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares A. Promoters (1) Indian g)individual/huf h) Central Govt i) State Govt j) Bodies Corporate. 2,25,61,693-2,25,61, % 2,25,61,693-2,25,61, % 0.00% k) Banks / FI l) Any Other Sub-total (A)(1):- 2,25,61,693-2,25,61, % 2,25,61,693-2,25,61, % 0.00% (2) Foreign a) NRIs - Individuals b) Other Individuals c) Bodies Corporate d) Banks / FI e) Any Other. NRI based Company Sub-total (A)(2): Total shareholding of Promoter (A) = (A)(1)+(A)(2) 2,25,61,693-2,25,61, % 2,25,61,693-2,25,61, % 0.00% 12

13 B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others Sub-total (B)(1): Non- Institutions a) Bodies Corp. i) Indian - 28,880 28, % - 28,880 28, % 0.00% ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh - 6,630 6, % - 6,630 6, % 0.00%

14 c) Others NRI Trusts Foreign National Sub-total (B)(2):- - 35,510 35, % - 35,510 35, % 0.00% Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs - 35,510 35, % - 35,510 35, % 0.00% Grand Total (A+B+C) 2,25,61,693 35,510 2,25,97, % 2,25,61,693 35,510 2,25,97, % 0.00% (ii) Shareholding of Promoters Sl N o. Shareholder s Name Shareholding at the beginning of the year No. of Shares % of %of total Shares Shares Pledged / of the encumber company ed to total shares Share holding at the end of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year 1. Nagarjuna 2,25,61, % - 2,25,61, % % Fertilizers and Chemicals Ltd. Total 2,25,61, % - 2,25,61, % % 14

15 (iii) Change in Promoters Shareholding Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year Name No. of shares % of total shares of the company No. of shares % of total shares of the company At the beginning of the year At the End of the year (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year For Each of the Top 10 Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company At the beginning of the year 1. Golden Dream Mercantile Private Limited 28, % - - Transferred 28,880 shares on March 19, 28, % Mr K Rahul Raju 6, % 6, % 3. Mr Vyas Maheshwara Rao % % 4. Mr T V Dwarkanath % % 5. Mr A N Chidambar % % 6. Mr. M Ramakanth % % At the End of the year ( or on the date of separation, if separated during the year) 1. Amlika Mercantile Private Limited , % 2. Mr K Rahul Raju 6, % 6, % 3. Mr Vyas Maheshwara Rao % % 4. Mr T V Dwarkanath % % 5. Mr A N Chidambar % % 6. Mr. M Ramakanth % % 15

16 (v) Shareholding of Directors and Key Managerial Personnel Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the company At the beginning of the year Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat At the End of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Rs. In Lakhs Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition

17 Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager Sl. Particulars of Remuneration Mr. D Srinath Raju Total Amount No. Manager 1. Gross salary 60,000 60,000 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, (b) Value of perquisites u/s 17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option Sweat Equity Commission as % of profit - others, specify 5. Others, please specify - - Total (A) 60,000 60,000 Ceiling as per the Act

18 B. Remuneration to other directors Sl. No. 1. Particulars of Remuneration Name of the Director Independent Directors - Fee for attending board / committee meetings - - Commission - - Others, please specify - - Total (1) Other Non-Executive Directors - - Fee for attending board / committee meetings - - Commission - - Others, please specify - - Total (2) - - Total (B)=(1+2) - Total Managerial Remuneration - - Overall Ceiling as per the Act - - Total Amount C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl. no. Particulars of Remuneration Key Managerial Personnel CEO Company Secretary CFO Total 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, (b) Value of perquisites u/s (2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, Stock Option Sweat Equity Commission as % of profit -others,specify 5. Others, please specify Total

19 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] A.COMPANY Penalty Punishment Compounding B.DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Appeal made, if any (give Details) 19

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25 JAI PRAKASH ENGINEERING AND STEEL COMPANY LIMITED Balance Sheet As At March 31, 2015 ` Particulars Note No As At March, 2015 As At March 31, 2014 EQUITY AND LIABILITIES Shareholders' Funds (a) Share Capital 3 225,972, ,972,030 (b) Reserves and Surplus 4 (45,476,944) 180,495,086 (45,297,435) 180,674,595 Current Liabilities (a) Other Current Liabilities 5 3,575,836 3,575,736 ASSETS Total 184,070, ,250,331 Non-Current Assets (a) Fixed Assets (i) Tangible Assets 6 2,883,064 2,883,064 (b) Long Term Loans and Advances 7 179,121, ,004, ,108, ,991,187 Current Assets (a) Cash and Bank Balances 8 1,975,359 2,177,636 (b) Other Current Assets 9 90,665 2,066,024 81,508 2,259,144 Corporate Information and Significant Accounting Policies 1 and 2 Accompanying Notes form an integral part of the Financial Statements Total 184,070, ,250,331 As per our report of even date attached For and on behalf of the Board for M. Bhaskara Rao & Co. Chartered Accountants sd/- sd/- M.V. Ramana Murthy Director Director Partner Hyderabad, Date: May 13, 2015 sd/- sd/- Director Director sd/- sd/- Manager Secretary

26 JAI PRAKASH ENGINEERING AND STEEL COMPANY LIMITED Statement of Profit and Loss for the Period ended March 31, 2015 Particulars Note No ` Income Other Income , ,075 Total 137, ,075 Expenses Employee Benefits Expense , ,000 Other Expenses 12 56,619 22,883 Total 316, ,883 Loss Before Tax (179,509) (156,808) Tax Expense - - Loss After Tax (179,509) (156,808) Earnings per equity share of face value `10/- each Basic and Diluted 15 (0.008) (0.007) Corporate Information and Significant Accounting Policies 1 and 2 Accompanying Notes form an integral part of the Financial Statements As per our report of even date attached For and on behalf of the Board for M. Bhaskara Rao & Co. Chartered Accountants sd/- sd/- M.V. Ramana Murthy Director Director Partner Hyderabad, Date: May 13, 2015 sd/- sd/- Director Director sd/- sd/- Manager Secretary

27 JAI PRAKASH ENGINEERING AND STEEL COMPANY LTD Cash Flow Statement for the year ended March 31, 2015 ` A.Cash Flow from Operating Activities Net Profit /(Loss) before Tax (179,509) (156,808) Operating Profit before working capital changes (179,509) (156,808) Movements in Working Capital : Increase /(Decrease) in Other Current Liabilities (Increase)/ Decrease in Long Term Loans and Advances - 373,000 (Increase)/ Decrease in Other Current Assets (9,157) (2,268) Cash generated from /(used in ) operations (188,566) 213,924 Direct Taxes Paid ( net of refunds ) (13,711) (12,607) Net cash from /(used in) operating activities (202,277) 201,317 B. Cash Flow from Investing activities Fixed Deposit (114,241) (111,400) Net cash from /(used in) investing activities (114,241) (111,400) C. Cash flow from Financing activities Net cash from /(used in) financing activities - - Net Increase/(Decrease) in Cash and Cash equivalents (316,518) 89,917 Cash and cash equivalents as at the beginning of the year 769, ,832 Cash and cash equivalents as at the end of the year 453, ,749 Accompanying Notes form an integral part of the Financial Statements As per our report of even date attached for M. Bhaskara Rao & Co. For and on behalf of the Board Chartered Accountants M.V. Ramana Murthy sd/- sd/- Partner Director Director Hyderabad, Date: May 13, 2015 sd/- sd/- Director Director sd/- sd/- Manager Secretary

28 Jaiprakash Engineering and Steel Company Limited Notes to Financial Statemets for the year ended March 31, CORPORATE INFORMATION Jaiprakash Engineering and Steel Company Limited, ("the Company"), was incorporated on September 21, 1984 with an objective of setting up an integrated steel plant in Karnataka State. Due to various reasons, the Company has shelved the project. As an alternative, the Company has applied to Government of Karnataka approval to implement two projects i.e Fertilizers and Chemicals Complex and Integrated Township during the year and The Government of karnataka has approved the same. The Compnay has not yet planned for implementation of these projects. SIGNIFICANT ACCOUNTING POLICIES Basis of preparation: The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India(Indian GAAP) to comply in all material respects with the Accounting Standards specified under the Companies Act, 1956("1956 Act")(which are deemed to be applicable as per Section 133 of the Companies Act, 2013 ("2013 Act"), read with Rule 7 of the Companies (Accounts) Rules, 2014) and the relevant provisions of the 1956 Act/2013 Act, as applicable. The accounting policies adopted in the preparation of financial statements are consistent with those followed in the previous year Use of Estimates: The preparation of the financial statements in conformity with Indian GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise. Fixed Assets: Tangible Assets: Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost includes non-refundable taxes, duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take substantial period of time to get ready for their intended use are capitalised. Impairment of Assets: The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an Impairment loss and is recognised in the Statement of Profit and Loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost Taxes: Current Tax: Provision for current tax is made based on the taxable income computed for the year under the Income Tax Act, Deferred Tax: Deferred tax is recognised on timing differences, being the difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised only if there is a virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets are reviewed at each balance sheet date for their realisabliity Earnings Per Share: The Company reports basic and diluted earnings per share in accordance with Accounting Standard (AS) 20, " Earnings per Share". Basic earnings per equity share is computed by dividing the net profit for the year attributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year, adjusted for the effects of dilutive potential equity shares, attributable to the Equity Shareholders by the weighted average number of the equity shares and dilutive potential equity shares outstanding during the year except where the results are anti-dilutive Contingencies: TheCompanyrecognisesprovisions whenthereis presentobligation asaresult ofpasteventandit is probablethat therewill bean outflow of resources and reliable estimate can be made of the amount of the obligation. A disclosure for Contingent liabilities is made when there is a possible obligation or present obligations that may, but probably will not, require an outflow of resources. Contingent assets are neither recognised nor disclosed in the financial statements. 2.8 Cash Flow Statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

29 Jaiprakash Engineering and Steel Company Limited Notes to Financial Statemets for the year ended March 31, Share Capital March 31, 2015 March 31, 2014 No. of Shares ` No. of Shares ` Authorised Equity Shares of ` 10/- each 23,000, ,000,000 23,000, ,000,000 Issued, Subscribed and Paid Up Equity Shares of ` 10/- each 22,597, ,972,030 22,597, ,972, Reconciliation of the Number of shares outstanding at the beginning and at the end of the year March 31, 2015 March 31, 2014 No. of Shares ` No. of Shares ` Equity Shares of ` 10/- each Balance at the beginning of the year 22,597, ,972,030 22,597, ,972,030 Add: Issued during the year Balance at the end of the year 22,597, ,972,030 22,597, ,972, Rights, Preferences and Restrictions attached to equity shares The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity share is entitled to one vote per share. 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 equity shares held by the shareholders. 3.3 Shares held by the holding Company March 31, 2015 March 31, 2014 No. of shares ` No. of shares ` Equity Shares of ` 10/- each Nagarjuna Fertilizers and Chemicals Limited 22,561, ,616,930 22,561, ,616, Details of shareholders holding more than 5% of the Shares March 31, 2015 March 31, 2014 % of Share holding % of Share holding No. of shares No. of shares Equity Shares of ` 10/- each Nagarjuna Fertilizers and Chemicals Limited 22,561, % 22,561, %

30 Jaiprakash Engineering and Steel Company Limited Notes to Financial Statemets Statements for for the the year year ended ended March March 31, 31, ` March 31, 2015 March 31, Reserves and Surplus General Reserve Opening Balance 284, ,877 Add: Appropriations - - Closing Balance 284, ,877 Deficit in the Statement of Profit and Loss Opening Balance (45,582,312) (45,425,504) Add: Loss after tax for the year (179,509) (156,808) Closing Balance (45,761,821) (45,582,312) Total (45,476,944) (45,297,435) 5. Other Current Liabilities Others 3,564,600 3,564,500 Audit Fee 11,236 11,236 3,575,836 3,575,736 6.Fixed Assets ` Gross Block ( At Cost ) Depreciation Net Block Particulars As at Additions As at Upto For the Upto As at As at March 31, 2014 during the March 31, 2015 March 31, 2014 year March 31, 2015 March 31, 2015 March 31, 2014 year Land 2,883,064-2,883, ,883,064 2,883,064 Total 2,883,064-2,883, ,883,064 2,883,064 Previous year 2,883,064-2,883, ,883,064 2,883,064 ` March 31, 2015 March 31, Long Term Loans and Advances (Unsecured) Security Deposit with KIADB 2,555,000 2,555,000 Deposit with KIADB - Land (Refer Note No.7.1) 175,947, ,947,363 Advance tax / Tax deducted at Source 619, ,760 (Net of Provision for tax ` Nil Previous year ` 1,61,025/-) 179,121, ,108, The Company has, during the year 1996 made application to Karnataka Industrial Areas Development Board (KIADB) for allotment of land for the purpose of its integrated steel plant at Mangalore. The Company had paid `30.53 crores to KIADB towards deposit for acquisition of land(lease hold and free hold). KIADB had given possession of acres of land to the Company. Subsequently, the Company has decided to shelve the Project and approached to KIADB for surrender of land allotted and refund the amount deposited. KIADB agreed to reimburse the deposit with a condition that as and when KIADB receive request from any prospective investor, the Company's lands will be offered and upon acceptance by potential investor deposit will be refunded to Company. Accordingly, the Company has surrendered acres of land till March 31, 2015 and received `106,004,763/- and balance `176,320,363/- is shown as deposit under and Long Term Loans and Advances. The Company after surrendering land allotted by the Government now holds acres. In the opinion of the management, the realisable value of land in possession is in excess of deposit with KIADB. In the mean time the Company has applied for approval to implement two projects i.e. Fertilizers and Chemicals Complex and Integrated Township to Karnataka Government during the year in the balance land held by the Company. The Government of Karnataka has approved the same vide GO No. CI 175 SPI 2011, Bangalore dt , and GO No. CI176 SPI 2011 dt The Government of Karnataka has passed order No. CI 175 SPI 2011 Dt cancelling the Land Allotment made to the Company stating that the Company has not implemented the approved projects and also advised KIADB to resume the balance land from the Company. The Company has filed a writ petition challenging the Order of the Govt. of Karnataka and the Hon'ble High Court of Karnataka has prohibited the Govt. of Karnataka from dispossessing the land in possession of the Company. Pending crystalization of plans and considering the above said developments during the year, the Financial Statements of the Company for the year have been prepared on going concern basis, notwithstanding the project initially planned been shelved. ` 8. Cash and Bank Balances March 31, 2015 March 31, 2014 Cash and Cash equivalents Balances with banks in Current accounts 452, ,749 Other Bank Balances Deposits with original Maturity for more than three Months 1,522,128 1,407,887 1,975,359 2,177, Other Current Assets Interest accrued on Deposit 90,465 81,308 Other Receivables ,665 81,508

31 Jaiprakash Engineering and Steel Company Limited Notes to Financial Statemets for the year ended March 31, 2015 ` Other Income Interest on Fixed Deposit 137, , , , Employee Benefits Expense Salaries and Wages 260, , , , Other Expenses Rates and Taxes 10,000 2,182 Professional and Consultancy 13,482 8,988 Filing fees 6,600 - Miscellaneous Expenses 15,000 - Auditors' remuneration - Statutory Audit fee* 11,236 11,236 Bank Charges ,619 22,883 * Includes service tax 1,236/-( Previous Year ` 1,236/-) 13. Contingent Liability No provision has been made in the accounts in respect of Income tax demand for the assessment year to Appeal pending before the Income Tax Appellate Tribunal, Lucknow ` 9,455,988/- (Previous year ` 9,455,988/-) 14. Related party transaction: Names of related parties and description of relationship Holding Company i) Nagarjuna Fertilizers and Chemicals Limited Key Management Personnel: (i) Shri K S Raju, Director (ii) Shri K Soma Raju, Director Enterprises significantly influenced by Key Management personnel or their relatives i) Nagarjuna Agrichem Limited ii) Nagarjuna Oil Refinery Limited Related party transactions during the year ended March 31, NIL 15. Earnings per share S.No Particulars Unit of Measurement Loss after tax ` (179,509) (156,808) 2 Number of Equity shares (fully paid up) (Numbers) 22,597,203 22,597,203 3 Earnings per share Basic and Diluted [ 1 ] / [ 2 ] (0.008) (0.007) (Face value of ` 10/- per share) 16. Previous year figures have been regrouped / reclassified to conform to current year classification. Signatories to Notes '1 to 16' As per our report of even date attached For and on behalf of the Board for M. Bhaskara Rao & Co. M.V. Ramana Murthy sd/- sd/- Partner Director Director Hyderabad, Date: May 13, 2015 sd/- sd/- Director Director sd/- sd/- Manager Secretary

32 Jaiprakash Engineering And Steel Company Limited No. 510, 3 rd A Cross 2 nd Main, 3 rd Block, Raj Mahal Vilas II, Dollars Colony, Bangalore th Annual General Meeting at NOON on September 14, 2015 at the registered office No. 510, 3rd A Cross 2nd Main, 3rd Block, Raj Mahal Vilas II, Dollars Colony, Bangalore ADMISSION SLIP Folio No. Shares Held Please tick whether Member / Joint holder / Proxy Member s or Proxy s Signature Note: Shareholder / Proxy must bring the Admission Slip to the Meeting and hand it over at the entrance duly signed. 20

33 Proxy Form [Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN : U00337KA1993PLC Name of the Company : Jaiprakash Engineering And Steel Company Limited Registered Office : No. 510, 3rd A Cross 2nd Main, 3rd Block, Raj Mahal Vilas II, Dollars Colony, Bangalore Name of the member(s): Registered Address : Id: Folio NO./Client ID DP ID : I/We, being the member(s) of shares of the above named company, hereby appoint 1. Name : Address Id Signature : : : or failing him 2. Name : Address Id Signature : : : or failing him 3. Name : Address : 21

34 Id Signature : : or failing him As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30 th Annual General Meeting/Extraordinary General Meeting of the company, to be held on September 14, 2015 at Noon at the registered office of the company, No. 510, 3rd A Cross 2nd Main, 3rd Block, Raj Mahal Vilas II, Dollars Colony, Bangalore and at any adjournment thereof in respect of such resolution as are indicated below : Ordinary Business 1. Adoption of Financial Statements for the year ended March 31, 2015 and the Directors Report and Auditors Report thereon 2. Appointment of Mr. Mr. Y Vijayanand as Director who retires by rotation 3. Ratification of the appointment of of M/s. M Bhaskara Rao & Co as Statutory Auditors of the company for the Financial Year Signed this day of 2015 Affix Revenue Stamp Signature of shareholder Signature of Proxy holder(s) 22