b) As collateral security, Indian Overseas Bank has second pari passu charge on (i) Movable block assets of the company, (ii) Mortgage on Land and Building at Doddaballapur, Bangalore and (iii) Mortgage on Land and Building at Gangarampur, 24 Parganas (S), West Bengal.
c) Further, the working capital limits of Indian Overseas Bank is also secured by personal guarantee of two Directors of the company.
d) The said loan from Indian Overseas Bank are subject to confirmation and reconciliation, if any.
e) Rupee Term Loan with Industrial Development Bank of India Ltd (IDBI) has been secured as follows:
Purpose Description of property
Retail showroom
(i) Plant and machinery of Kolkata EOU on first Charge.
(ii) Entire movable property (excluding current assets) of retail showroom on first charge basis. (iii) Stock of Raw Material, WIP and Finished goods of all units on second charge Doddaballapur (i) First charge on Land and Building at Dodaballapur.
(ii) First charge on movable and immovable assets (except Stock) of J.J.Spectrum (unit of J J Exporter Ltd.) (iii) First charge on movable and immovable assets (except Stock) of EOU at Kolkata.
Kolkata EOU (i) Whole of movable properties (other than stock) of the company's unit situated at Gangarampur, EOU-I and EOU-II (ii) Land measuring 40,000 sq. feet together with buliding thereon. Plant and machinery on first charge (iii) Personal guarantee of a Director.
a) Terms of Repayment of Term Loans/ FITL From IDBI
The IDBI Bank Limited has approved One Time Settlement (OTS) of its dues on account of Term Loan and Funding Interest Term Loan, the repayment of which is as follows:
Rs.15 crore was to be paid by selling Dodaballapur unit by March, 2015, the remaining Term Loan of Rs. 57,662,750/- is to be repaid w.e.f. 1st April 2015 in 59 monthly installments of Rs. 965,000/- and one installment of Rs. 727,750/-.
The Funding Interest Term Loan of Rs. 67,732,163/- is to be repaid in 60 monthly installments w.e.f 1st April 2015.
b) The Working Capital Loans and Funding Interest Term Loan has been recalled by Indian Overseas Bank. Hence, the said loan is shown as Current Maturity of Long Term Borrowings and is included in Other Current Liabilities (Refer Note 5). However, the Company has approached the bank for One Time Settlement.
c) Terms of Repayment of Term Loans of Previous Year
Terms of Repayment of Funding Interest Term Loans From Banks:
A) IDBI Bank Limited
Funding Interest Term Loans Rs. 3,17,40,479/-.The interest on the Term loan is funded by the bank by way of FITL upto Rs. 7 Crores till 31st March, 2015. It was to be repaid in 60 monthly installment w.e.f 1st April 2015.
B) Indian Overseas Bank
Funding Interest Term Loans Rs. 99,78,469/-. The interest on the Working Capital Term loan is funded by the bank by way of FITL. It was to be repaid in 16 Quarterly installment w.e.f 1st April, 2016.
Terms of Repayment of Working Capital Term Loan from IOB:
The Bank had crystalised and converted part of the Packing Credit Facility to WCTL during the year. The said loan was repayable in 16 Quarterly Installments of Rs. 56.25 lacs each w.e.f 1st April, 2016.
Terms of Repayment of Term Loan from IDBI:
The Bank has restructured the terms of repayment of Term Loan as follows:
Rs. 20 crore was to be paid by selling Dodaballapur unit by March, 2015, the remaining Term Loan of Rs. 57,662,750/- was to be repaid w.e.f. 1st April 2015 in 59 monthly installments of Rs. 965,000/- and one installment of Rs. 727,750/-
1. In respect of the Equity Shares of Erstwhile J.J. Spectrum Silks Ltd. held by the company (hereinafter referred to as the transferee company), 1,303,675 shares have been issued by the transferee company in terms of scheme, to the board of trustees to have and to hold such shares in trust exclusively for the benefit of the transferee company and deal with the same as they deem fit.
The above shares have been valued at cost. The said shares, being long term in nature, no provision for diminution in value has been done in earlier years. However, as per prudence and in view of the Financial Position, the company has made a provision of Rs. 3,00,00,000/- towards diminution in the year 2013-14 which, according to the management, is appropriate.
2. In the opinion of Board of Directors, all the current assets, loans and advances have a value on realization in the ordinary course of business, at least equal to the amount at which they are stated and that all the known liabilities relating to the year have been provided for.
3. As the company's business activities falls mainly within a single primary business segment viz. Dealing in Textile Goods, so disclosure requirement of Accounting Standard 17 " Segment Reporting ", notified in the Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 has not been given.
4. Related Party Disclosure in accordance with Accounting Standard 18 notified in the Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
a) Where common control exist Relationship
i) Spin International Inc. Wholly Owned Subsidiary Company
ii) OOO JJ Home Wholly Owned Subsidiary Company
iii) JJ Creation SA Subsidiary Company (Ceased to be a Subsidiary Company during the year)
iv) Nupur Carpet Private Limited (Associate)
b) Key Managerial Personnel
i) Sri S.N. Jhunjhunwala Executive-Chairman
ii) Sri Rajiv Jhunjhunwala Vice-Chairman
v) Shri A.B. Chaturvedi Whole Time Director
c) Relative of key managerial personnel
i) Mrs. Kavita Jhunjhunwala Wife of Mr. Rajiv Jhunjhunwala, Vice-Chairman
Note : The Sale of Goods include Deemed Export Sale to Subsidiary Company amounting to Rs. NIL (Previous Year Rs. 1,355,634/-).
5. The Company has approached the banks for one Time Settlement of outstanding loans. Two of the banks have approved Company's One Time Settlement Proposal and have been accepted by the company. All necessary adjustment entries have been passed in the books of accounts where the company has accepted the One time settlement approval in totality and has been shown as Extraordinary Item.
6. The Net worth of the Company has substantially eroded and now the Company has initiated business and debt restructuring (Refer Note 7 above). In view of the ongoing restructuring, the accounts of the Company have been prepared on going concern basis.
7. As a matter of prudence no deferred tax assets after adjusting MAT liability has been recognised in the account in accordance with "Accounting Standard 22", as notified in the Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
8. Profit and Loss on sale of Investment includes Rs. 1486/- (Previous Year - Rs. NIL) on account of Security Transaction Tax paid on such transactions.
9. One of the subsidiary, OOO JJ HOME, had closed its business during the year 2013-14. As a consequence of that, debit balance due from above subsidiary amounting to Rs. 20,101,432 had been provided and a provision for diminution in value of investment was done amounting to Rs. 6,095,172, necessary approval is awaited from Reserve Bank of India.
10. Land measuring about 2.07 acre duly conveyed in the name of one of the unit of the Company by the State Government has been disputed by the original owner and the matter is subjudice.
11. In Respect Of 100% Export Oriented Units and as per the prevailing laws and guidelines, it is exempted from Customs and Central Excise Duties and levies. The Company has executed legal undertaking to pay the customs and central excise duties and liquidated damages, if any, in respect of capital goods, raw material, stores etc. procured duty free in the event of non- fulfillment of terms and conditions.
12. Loans and advances include Rs. 8,112/- ( Previous Year amounting to Rs. 374,736/-) balance lying with Central Excise department.
13. There is no amount to be credited to Investors Education & Protection Fund as on 31st March 2015.
14. Interest on term loan is net of TUFS subsidy amounting to Rs. 4,518,636/- (Previous Year Rs. 4,592,858/-).
15. a Claims against certain Derivative transactions entered with a Bank during 2007-2008 have not been acknowledged by the company. Claims of Rs. 7.86 crores (excluding Interest) against these transactions which were contested and not provided by the management. However, the same had been settled by the company for an amount of Rs. 4 crores, which had been reflected as an Exceptional item in 2013-14.
16. b Also, Claims of Rs. 14,597,401/- by the company against the bank, for which a provision had been made in the books, was treated as Bad Debts in Accounts in the year 2013-14.
17. The Company had closed down the operation in its units at Dodaballapur, Bangalore with effect from 01-04-2013 and had disposed of the assets thereon in the Previous year except Land and Building which is in the process of disposal.
18. The Disclosure required under Accounting Standard 15 " Employee Benefits " notified in the Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 are given below:
A DEFINED CONTRIBUTION PLANS
B DEFINED BENEFIT PLANS
GRATUITY PLAN
The estimation of rate escalation in salary considered in the actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in employment market. The above information as provided by the actuary.
19. Due to unfavourable market conditions and downturn in silk industry, one of the units at Gangarampur is no more viable to operate. So the company has declared temporary closure w.e.f. 01.12.2013.
20. One of the Subsidiary, namely, J J Creations SA had reduced its share capital by _ 42,500 in the previous year. The Shares of the said subsidiary were disposed of by the Company during the year.
21. The company has regrouped and rearranged previous year figures to confirm the corresponding figures of this year.
Note:
a) Previous year's figures has been regrouped and rearranged wherever necessary.
b) The above cash flow has been prepared under "Indirect Method" as prescribed under Accounting Standard 3 notified in Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.
c) Cash & Cash Equivalents as at March 31, 2015 and March 31, 2014 exclude restricted Cash & Bank Balances. The restrictions are primarily on account of Bank Balances held as Margin Money Deposits against Guarantees and Unpaid Bills but includes restricted Bank Balance such as Unpaid Dividends.