Preliminay Placement Document JBFIndustries Limited

Preliminary Placement Document
Shares and is not soliciting an offer to subscribe or buy Equity Shares in any jurisdiction where such offer or sale is not permitted. It is being issued for the sole purpose
The information in the Preliminary Placement Document is not complete and may be changed. The Preliminary Placement Document is not an offer to sell any Equity
Strictly Confidential and Not for

Circulation
Serial No: []
JBF INDUSTRIES LIMITED
(Incorporated in the Republic of India with limited liability under the Companies Act, 1956 as “JBF Synthetics Private Limited” vide
Certificate of Incorporation dated July 12, 1982 with registration number 27772 of 1982. For details of changes in the name and
registered office of our Company please refer to the chapter titled “General Information” on page 151 of this Preliminary Placement
Document. Our corporate identification number is L99999DN1982PLC000128)
JBF Industries Limited (“JBF” or our "Company" or the “Issuer”) is issuing [●] Equity Shares of face value Re.10/- each (the "Equity
Shares") at a price of Rs. [●] per Equity Share including a premium of Rs.[] per Equity Share, aggregating Rs.[●] million (the "Issue").
Investments in equity and equity-related securities involve a degree of risk and Investors should not invest in this Issue unless
they are prepared to take the risk of losing all or part of their investment. Investors are advised to carefully read the chapter
titled "Risk Factors" on page 33 of this Preliminary Placement Document before making an investment decision in this Issue.
Each Investor is advised to consult its advisors about the particular consequences to it of an investment in the Equity Shares
being issued pursuant to the Preliminary Placement Document.
ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR
REGULATIONS”).
THIS ISSUE AND THE DISTRIBUTION OF THE PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE IN
RELIANCE UPON CHAPTER VIII OF THE SEBI ICDR REGULATIONS. THE PRELIMINARY PLACEMENT
DOCUMENT IS PERSONAL TO EACH PROSPECTIVE QUALIFIED INSTITUTIONAL BUYER (“QIB”) AND DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE TO THE EQUITY SHARES OR SOLICITATION OF AN
the Placement Document
OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA.
Invitations, offers and sales of Equity Shares shall only be made pursuant to the Preliminary Placement Document, the Confirmation of
Allocation Note and the Bid-cum-Application Form. The distribution of the Preliminary Placement Document or the disclosure of its
contents without our Company's prior consent, to any person, other than QIBs (as defined in the SEBI ICDR Regulations) and persons
retained by QIBs to advise them with respect to their subscription of the Equity Shares being issued pursuant to this Issue, is unauthorized
and prohibited. Each prospective QIB, by accepting delivery of the Preliminary Placement Document agrees to observe the foregoing
restrictions, and to make no copies of the Preliminary Placement Document or any documents referred to in the Preliminary Placement
Document. For further details, please refer to the chapter titled "Issue Procedure" on page 108 of this Preliminary Placement Document.
A copy of the Preliminary Placement Document has been delivered to the Bombay Stock Exchange Limited (the “BSE”) and the National
Issue
Stock Exchange of India Limited (the “NSE”) (NSE and BSE collectively referred to as the “Stock Exchanges”). A copy of the
of information relating to the Equity Shares that may be issued pursuant to the to
Placement Document will be filed with the Stock Exchanges. A copy of the Placement Document will also be delivered to the Securities
and Exchange Board of India (the "SEBI") for record purposes. The Preliminary Placement Document has not been reviewed by the
SEBI, the Reserve Bank of India, the Stock Exchanges or any other regulatory or listing authority and is intended only for use by QIBs.
The Preliminary Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India,
and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any
other jurisdiction. The information on our Company’s website or any website, directly or indirectly linked to such websites does not form
part of this Preliminary Placement Document and Investors should not rely on such information
All of our Company's outstanding Equity Shares are listed on the Stock Exchanges. The closing price of the outstanding Equity Shares on
the BSE and NSE on September 15, 2010 was Rs 163.25 and Rs. 163.55, per Equity Share, respectively. Applications shall be made for
the listing of the Equity Shares offered through this Issue on the Stock Exchanges. The Stock Exchanges assume no responsibility for the
correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the
Stock Exchanges should not be taken as an indication of the merits of our Company, or the Equity Shares.
YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THE PRELIMINARY PLACEMENT DOCUMENT TO ANY
OTHER PERSON; OR (2) REPRODUCE SUCH PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER.
ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE
TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER
APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.
THIS PRELIMINARY PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING
INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF EQUITY SHARES DESCRIBED IN THIS PRELIMINARY
PLACEMENT DOCUMENT.
The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and in accordance with applicable US state securities laws. The Equity
Shares are only being offered and sold outside the United States in reliance on Regulation S under the US Securities Act ("Regulation
S"). For further details, please refer to the chapter titled "Distribution Restrictions" on page 119 and the chapter titled "Transfer
Restrictions" on page 123 of this Preliminary Placement Document.
The Preliminary Placement Document is dated September 15, 2010.
GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER
Elara Capital (India) Private Limited

JBF Industries Limited – Preliminary Placement Document
TABLE OF CONTENTS
CHAPTER CONTENTS PAGE NO.

NO.
1. NOTICE TO INVESTORS 3
2. ENFORCEMENT OF CIVIL LIABILITIES 10
3. PRESENTATION OF FINANCIAL AND OTHER 11
INFORMATION
4. EXCHANGE RATES 12
5. INDUSTRY AND MARKET DATA 13
6. FORWARD - LOOKING STATEMENTS 14
7. DEFINITIONS AND GLOSSARY 16
8. DETAILS OF BOOK RUNNING LEAD MANAGER AND 20
OTHER ADVISORS TO THE ISSUE
9. SUMMARY OF BUSINESS 21
10. SUMMARY OF THE ISSUE 24
11. SELECTED FINANCIAL INFORMATION OF OUR COMPANY 27
12. RISK FACTORS 33
13. USE OF PROCEEDS 49
14. CAPITALISATION 50
15. MARKET PRICE INFORMATION 51
16. DIVIDEND POLICY 53
17. INDUSTRY OVERVIEW 54
18. BUSINESS 59
19. MANAGEMENT’S DISCUSSION AND ANALYSIS OF 75
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
20. ORGANIZATIONAL STRUCTURE AND MAJOR 89
SHAREHOLDERS
21. BOARD OF DIRECTORS AND KEY MANAGERIAL 93
PERSONNEL
22. REGULATIONS AND POLICIES 102
23. ISSUE PROCEDURE 108
24. PLACEMENT 117
25. DISTRIBUTION RESTRICTIONS 119
26. TRANSFER RESTRICTIONS 123
27. INDIAN SECURITIES MARKET 124
28. STATEMENT OF TAX BENEFITS 134
29. DESCRIPTION OF THE EQUITY SHARES 140
30. LEGAL PROCEEDINGS 148
31. GENERAL INFORMATION 151
32. ACCOUNTANTS 153
33. DECLARATION 154
34. FINANCIAL STATEMENTS 155
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NOTICE TO INVESTORS
Our Company accepts full responsibility for the information contained in this Preliminary Placement
Document and to the best of its knowledge and belief, having made all reasonable enquiries, confirms
that this Preliminary Placement Document contains all information with respect to our Company and
the Equity Shares, which is material in the context of this Issue. The statements contained in this
Preliminary Placement Document relating to our Company and the Equity Shares are, in material
respects, true and accurate and not misleading. The opinions and intentions expressed in this
Preliminary Placement Document with regard to our Company and the Equity Shares are honestly held,
have been reached after considering all relevant circumstances, are based on information presently
available to our Company and are based on reasonable assumptions. There are no other facts in relation
to our Company and the Equity Shares, the omission of which would, in the context of the Issue, make
any statement in this Preliminary Placement Document misleading in any material respect. Further, all
reasonable enquiries have been made by our Company to ascertain such facts and to verify the
accuracy of all such information and statements. The Book Running Lead Manager (“BRLM”) has not
separately verified all of the information contained in this Preliminary Placement Document (financial,
legal or otherwise). Accordingly, neither the BRLM nor any of its respective members, employees,
counsel, officers, directors, representatives, agents or affiliates make any express or implied
representation, warranty or undertaking, and no responsibility or liability is accepted, by the BRLM as
to the accuracy or completeness of the information contained in this Preliminary Placement Document
or any other information supplied in connection with the Equity Shares proposed to be issued pursuant
to this Issue.
Each person receiving this Preliminary Placement Document acknowledges that such person has relied
on neither the BRLM nor on any person affiliated with the BRLM in connection with its investigation
of the accuracy of such information or its investment decision, and each such person must rely on its
own examination of our Company and the merits and risks involved in investing in the Equity Shares
issued pursuant to the Issue.
No person is authorized to give any information or to make any representation not contained in this
Preliminary Placement Document and any information or representation not so contained must not be
relied upon as having been authorized by or on behalf of our Company or the BRLM. The delivery of
this Preliminary Placement Document at any time does not imply that the information contained in it is
correct as at any time subsequent to its date.
The Equity Shares have not been approved, disapproved or recommended by any regulatory
authority in any jurisdiction. No regulatory, quasi-regulatory or other authority has passed on or
endorsed the merits of this Issue or the accuracy or adequacy of this Preliminary Placement
Document. Any representation to the contrary may be a criminal offence.
The distribution of this Preliminary Placement Document and the Issue may be restricted by law in
certain jurisdictions. As such, this Preliminary Placement Document does not constitute, and may not
be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. Accordingly, the Equity Shares in this Issue may not be offered or sold, directly or
indirectly, and neither the Preliminary Placement Document nor any Issue material in connection with
the Equity Shares issued pursuant to this Issue may be distributed or published in or from any country
or jurisdiction, except under circumstances that will result in compliance with any applicable rules and
regulations of any such country or jurisdiction.
In making an investment decision, Investors must rely on their own examination of our Company and
the terms of the Issue, including merits and risks involved. Investors should not construe the contents
of this Preliminary Placement Document as legal, tax, accounting or investment advice. Investors
should consult their own counsel and advisors as to business, legal, tax, accounting and related matters
concerning this Issue. In addition, neither our Company nor the BRLM are making any representation
to any offeree or subscriber of Equity Shares pursuant to this Issue regarding the legality of an
investment in the Equity Shares by such offeree or subscriber under applicable legal, investment or
similar laws or regulations. Each subscriber of the Equity Shares in this Issue is deemed to have
acknowledged, represented and agreed that it is eligible to invest in India and in our Company under
Indian law, including Chapter VIII of the SEBI ICDR Regulations and that it is not prohibited by the
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SEBI, the Reserve Bank of India or any other statutory authority from buying, selling or dealing in
securities. Each subscriber of Equity Shares in this Issue also acknowledges that it has been afforded an
opportunity to request from our Company and review information relating to our Company and such
Equity Shares.
You are reminded that you have accessed the attached Preliminary Placement Document on the basis
that you are a person into whose possession the Preliminary Placement Document may be lawfully
delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor
are you authorized to deliver or forward this document, electronically or otherwise, to any other person.
If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable
to purchase any of the securities described therein.
This Preliminary Placement Document contains summaries of certain documents. All such summaries
are qualified in their entirety by the terms and conditions of such documents.
Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may
not purchase any securities by doing so. Any reply via e-mail communications, including those you
generate by using the “Reply” function on your e-mail software, will be ignored or rejected.
You are responsible for protection against viruses and other destructive items. Your use of this e-mail
is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses
and other items of a destructive nature.
REPRESENTATIONS BY INVESTORS
By subscribing to any Equity Shares under the Issue, you are deemed to have acknowledged and agreed
as follows:
• you are a qualified institutional buyer as defined in Regulation 2(1)(zd) of the SEBI ICDR
Regulations and undertake to acquire, hold, manage or dispose of any Equity Shares that are
Allocated to you for the purposes of your business in accordance with Chapter VIII of the SEBI
ICDR Regulations;
• you confirm that if allotted Equity Shares pursuant to this Issue, you shall not, for a period of
one (1) year from the date of Allotment, sell the Equity Shares so acquired otherwise than on a
recognized stock exchange.
• you are, and at the times the offer of Equity Shares was made to you and your buy order for the
Equity Shares was originated you were, located outside the United States (within the meaning of
Regulation S);
• you are aware that the Equity Shares have not been, and will not be, registered under the
regulations of the SEBI or under any other law in force in India. This Preliminary Placement
Document has not been verified or affirmed by the SEBI or the Stock Exchanges and will not be
filed with the Registrar of Companies. This Preliminary Placement Document has been filed
with the Stock Exchanges. A copy of the Placement Document will be filed with the Stock
Exchanges and will be displayed on the websites of our Company and the Stock Exchanges;
• you are entitled to subscribe to the Equity Shares under the laws of all relevant jurisdictions
which apply to you and that you have fully observed such laws and obtained all such
governmental and other consents in each case which may be required thereunder and complied
with all necessary formalities;
• you are entitled to subscribe to the Equity Shares under the laws of all relevant jurisdictions and
that you have all necessary capacity and have obtained all necessary consents and authorisations
to enable you to commit to this participation in the Issue and to perform your obligations in
relation thereto (including, without limitation, in the case of any person on whose behalf you are
acting, all necessary consents and authorisations to agree to the terms set out or referred to in
this Preliminary Placement Document) and will honour such obligations;
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• you confirm that, either: (i) you have not participated in or attended any investor meetings or
presentations by our Company or our agents ("Company Presentations") with regard to our
Company or the Issue; or (ii) if you have participated in or attended any Company Presentations:
(a) you understand and acknowledge that the BRLM may not have knowledge of the statements
that our Company or our agents may have made at such Company Presentations and are
therefore unable to determine whether the information provided to you at such Company
Presentations may have included any material misstatements or omissions, and, accordingly you
acknowledge that the BRLM has advised you not to rely in any way on any information that was
provided to you at such Company Presentations, and (b) confirm that, to the best of your
knowledge, you have not been provided any material information that was not publicly
available;
• neither our Company nor the BRLM is making any recommendation to you or advising you
regarding the suitability of any transactions that you may enter into in connection with the Issue.
Your participation in the Issue is on the basis that you are not and will not be a client of the
BRLM and that the BRLM does not have any duty or responsibility to you for providing the
protection afforded to their respective clients or customers or for providing advice in relation to
the Issue and are in no way acting in a fiduciary capacity;
• you are aware and understand that the Equity Shares are being offered only to QIBs and are not
being offered to the general public and the Allotment shall be on a discretionary basis;
• you have made, or been deemed to have made, as applicable, the representations set forth under
chapter titled "Transfer Restrictions" on page 123 of this Preliminary Placement Document;
• you have been provided a serially numbered copy of the Preliminary Placement Document and
have read the Preliminary Placement Document in its entirety, including, in particular, the
chapter titled "Risk Factors" on page 33 of this Preliminary Placement Document;
• that in making your investment decision, (i) you have relied on your own examination of our
Company and the terms of the Issue, including the merits and risks involved, (ii) you have made
and will continue to make your own assessment of our Company, the Equity Shares and the
terms of the Issue, (iii) you have relied upon your own investigations and resources in deciding
to invest in the Equity Shares, (iv) you have consulted with your own independent advisors or
otherwise have satisfied yourself concerning, without limitation, the effects of local laws,
including any applicable securities law, and (v) you have relied solely on the information
contained in this Preliminary Placement Document and no other disclosure or representation by
our Company or any other party and (vi) you have received all information that you believe is
necessary or appropriate in order to make an investment decision in respect of our Company and
the Equity Shares;
• the BRLM has not provided you with any tax advice or otherwise made any representations
regarding the tax consequences of the Equity Shares (including but not limited to the Issue and
the use of the proceeds from the Equity Shares). You will obtain your own independent tax
advice from a reputable service provider and will not rely on the BRLM when evaluating the tax
consequences in relation to the Equity Shares (including but not limited to the Issue and the use
of the proceeds from the Equity Shares). You waive and agree not to assert any claim against the
BRLM with respect to the tax aspects of the Equity Shares or as a result of any tax audits by tax
authorities, wherever situated;
• you have such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of the investment in the Equity Shares and you and any sub-
accounts for which you are subscribing to the Equity Shares (i) are each able to bear the
economic risk of the investment in the Equity Shares, (ii) will not look to our Company and / or
the BRLM for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a
complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect
to the investment in the Equity Shares, and (v) have no reason to anticipate any change in your
circumstances, financial or otherwise, which may cause or require any sale or distribution by
you of all or any part of the Equity Shares allotted to you pursuant to the Issue;
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• that, where you are subscribing to the Equity Shares for one or more managed accounts, you
represent and warrant that you are authorised in writing by each such managed account to
subscribe to the Equity Shares for each managed account and to make (and you hereby make)
the acknowledgements and agreements herein for and on behalf of each such account, reading
the reference to "you" to include such accounts;
• you are not a Promoter and are not a person related to the Promoters, either directly or indirectly
and your bid does not directly or indirectly represent the Promoter or promoter group or person
related to the Promoters of our Company;
• you have no rights under a shareholders' agreement or voting agreement with the Promoters or
persons related to the Promoters, no veto rights or right to appoint any nominee director on the
Board of Directors of our Company other than such rights acquired in the capacity of a lender
not holding any Equity Shares of our Company, and that shall not be deemed to be a person
related to the Promoter;
• you have no right to withdraw your Bid after the Bid Closing Date;
• you understand that the Equity Shares will, when issued, be credited as fully paid and will rank
pari-passu in all respects with the Equity Shares including the right to receive all dividends and
other distributions declared, made or paid in respect of the Equity Shares after the date of issue
of the Equity Shares;
• you are eligible to Bid for and hold Equity Shares so allotted together with any Equity Shares
held by you prior to the Issue. You further confirm that your holding upon the issue of the
Equity Shares shall not exceed the level permissible as per any applicable law or regulation;
the Bids submitted by you would not eventually result in triggering a tender offer under the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997, as amended (the "Takeover Code");
• to the best of your knowledge and belief, together with other QIBs in the Issue that belong to the
same group or are under common control as you, the Allotment under the present Issue shall not
exceed 50% of the Issue Size. For the purposes of this representation: (a) the expression 'belong
to the same group' shall derive meaning from the concept of 'companies under the same group'
as provided in sub-section (11) of Section 372 of the Companies Act, 1956 (the "Companies
Act"); and (b) "control" shall have the same meaning as is assigned to it by clause (c) of
Regulation 2 of the Takeover Code;
• you shall not undertake any trade in the Equity Shares credited to your depository participant
account until such time that the final listing and trading approval for the Equity Shares is issued
by the Stock Exchanges;
• you are aware that application has been made to the Stock Exchanges for in-principle approval
for listing and admission of the Equity Shares to trading on the Stock Exchanges and that the in-
principle approval has been obtained from the Stock Exchanges vide letters dated September 15,
2010 and September 16, 2010;
• you are aware and understand that the BRLM will have entered into a an agreement with our
Company whereby the BRLM has, subject to the satisfaction of certain conditions set out
therein, undertaken to use its reasonable endeavours as agent of our Company to seek and to
procure subscription for the Equity Shares;
• that the contents of this Preliminary Placement Document are exclusively the responsibility of
our Company and that neither the BRLM nor any person acting on their respective behalf has, or
shall have, any liability for any information, representation or statement contained in this
Preliminary Placement Document or any information previously published by or on behalf of
our Company and will not be liable for your decision to participate in the Issue based on any
information, representation or statement contained in this Preliminary Placement Document or
otherwise. By accepting a participation in this Issue, you agree and confirm that you have
6
neither received nor relied on any other information, representation, warranty or statement made
by or on behalf of the BRLM or our Company or any other person and, to the greatest extent
permitted by law, neither the BRLM nor our Company nor any other person will be liable for
your decision to participate in the Issue based on any other information, representation, warranty
or statement that you may have obtained or received, whether contained in this Preliminary
Placement Document or otherwise;
• subject to, as stated in the preceding clause herein, the only information you are entitled to rely
on, and on which you have relied in committing yourself to acquire the Equity Shares, is
contained in this Preliminary Placement Document, such information being all that you deem
necessary to make an investment decision in respect of the Equity Shares and that you have
neither received nor relied on any other information given or representations, warranties or
statements made by the BRLM (including any view, statement, opinion or representation
expressed in any research published or distributed by the BRLM or their respective affiliates or
any view, statement, opinion or representation expressed by any staff, including research staff,
of the BRLM or their respective affiliates) or our Company and the BRLM will not be liable for
your decision to accept an invitation to participate in the Issue based on any other information,
representation, warranty or statement;
• you agree to indemnify and hold our Company and the BRLM harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising out of or in
connection with any breach of your acknowledgments, agreements, representations and
warranties in this paragraph. You agree that the indemnity set forth in this paragraph shall
survive the resale of the Equity Shares by or on behalf of the managed accounts;
• that our Company, the BRLM, and our respective affiliates and others will rely on the truth and
accuracy of the foregoing representations, warranties, acknowledgements and undertakings,
which are irrevocable;
• all statements other than statements of historical fact included in this Preliminary Placement
Document, including, without limitation, those regarding our Company's financial position,
business strategy, plans and objectives of management for future operations (including
development plans and objectives relating to our Company's completed projects, projects under
development and future projects), are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other important factors that
could cause actual results to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding our Company's present and future
business strategies and the environment in which our Company will operate in the future. You
should not place undue reliance on forward-looking statements, which speak only as at the date
of this Preliminary Placement Document;
• Our Company assumes no responsibility to update any of the forward-looking statements

contained in this Preliminary Placement Document;
• that you are eligible to invest in India under applicable law, including the Foreign Exchange
Management (Transfer or Issue of Security by Person Resident Outside India) Regulations,
2000, as amended from time to time ("Security Regulations"), and have not been prohibited by
the SEBI from buying, selling or dealing in securities;
• you understand that the BRLM does not have any obligation to purchase or acquire all or any
part of the Equity Shares purchased by you in the Issue or to support any losses directly or
indirectly sustained or incurred by you for any reason whatsoever in connection with the Issue,
including non-performance by our Company of any of our respective obligations or any breach
of any representations or warranties by our Company, whether to you or otherwise;
• that you are a sophisticated Investor who is seeking to subscribe to the Equity Shares in this
Issue for your own investment and not with a view to distribution. In particular, you
acknowledge that (i) an investment in the Equity Shares involves a high degree of risk and that
the Equity Shares are, therefore, a speculative investment, (ii) you have sufficient knowledge,
7
sophistication and experience in financial and business matters so as to be capable of evaluating
the merits and risk of the purchase of the Equity Shares, and (iii) you are experienced in
investing in private placement transactions of securities of companies in a similar stage of
development and in similar jurisdictions and have such knowledge and experience in financial,
business and investments matters so as to render you capable of evaluating the merits and risks
of your investment in the Equity Shares; and
• that each of the representations, warranties, acknowledgements and agreements set out above
shall continue to be true and accurate at all times up to and including the Allotment and the
listing and commencement of trading of Equity Shares, wherever the context may require.
OFF-SHORE DERIVATIVE INSTRUMENTS (P-NOTES)
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in
terms of Regulation 15A(1) of the SEBI (Foreign Institutional Investors) Regulations, 1995, as
amended, an FII or its sub-account may issue or otherwise deal in offshore derivative instruments such
as participatory notes, equity-linked notes or any other similar instruments (all such offshore derivative
instruments are referred to herein as “P-Notes”) against underlying securities listed or proposed to be
listed on any stock exchange in India only in favour of those entities which are regulated by appropriate
foreign regulatory authorities in the countries of their incorporation or establishment and subject to
compliance with “know your client” requirements. An FII or its sub-account shall also ensure that no
further issue or transfer of any instrument referred to above is made to any person other than such
entities regulated by appropriate foreign regulatory authorities. P-Notes have not been and are not
being offered or sold pursuant to this Preliminary Placement Document. This Preliminary Placement
Document does not contain any information concerning P-Notes, including, without limitation, any
information regarding any risk factors relating thereto.
Any P-Notes that may be issued are not securities of our Company and do not constitute any
obligations of, claims on, or interests in our Company. Our Company has not participated in any offer
of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any
disclosure related to any P-Notes. Any P-Notes that may be offered are issued by, and are solely the
obligations of, third parties that are unrelated to our Company. Our Company does not make any
recommendation as to any investment in P-Notes and does not accept any responsibility whatsoever in
connection with any P-Notes.
Any P-Notes that may be issued are not securities of the BRLM and do not constitute any obligations
of, or claims on, the BRLM.
Investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosure as
to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the issuer(s) of
such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes
or any disclosure related thereto. Investors are urged to consult with their own financial, legal,
accounting and tax advisors regarding any contemplated investment in P-Notes, including whether P-
Notes are issued in compliance with applicable laws and regulations.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGES
As required, a copy of this Preliminary Placement Document has been submitted to the Stock
Exchanges. The Stock Exchanges do not in any manner:
• warrant, certify or endorse the correctness or completeness of any of the contents of the
Preliminary Placement Document;
• warrant that our Company's Equity Shares issued pursuant to this Issue will be listed or will
continue to be listed on the Stock Exchanges; or
• take any responsibility for the financial or other soundness of our Company, its management or
any scheme or project of our Company.
Further, such submission should not for any reason be deemed or construed to mean that the
8
Preliminary Placement Document has been cleared or approved by the Stock Exchanges. Every person
who desires to apply for or otherwise acquires any Equity Shares of our Company pursuant to this Issue
may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim
against the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription/acquisition, whether by reason of anything stated
or omitted to be stated herein or for any other reason whatsoever.
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ENFORCEMENT OF CIVIL LIABILITIES
Our Company is a limited liability company incorporated under the laws of India. Substantially all
Directors and executive officers of our Company are residents of India and a substantial portion of the
assets of such persons and of our Company are located in India. As a result, it may not be possible for
Investors to effect service of process upon our Company or such persons outside India or to enforce
judgments obtained against such parties outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A
of the Code of Civil Procedure, 1908, as amended (the "Civil Code") on a statutory basis. Section 13 of
the Civil Code provides that a foreign judgment shall be conclusive regarding any matter directly
adjudicated upon except:
• where the judgment has not been pronounced by a court of competent jurisdiction;
• where the judgment has not been given on the merits of the case;
• where it appears on the face of the proceedings that the judgment is founded on an incorrect
view of international law or a refusal to recognize the law of India in cases to which such law is
applicable;
• where the proceedings in which the judgment was obtained were opposed to natural justice;
• where the judgment has been obtained by fraud; or
• where the judgment sustains a claim founded on a breach of any law then in force in India.
Under the Civil Code, a court in India shall, upon the production of any document purporting to be a
certified copy of a foreign judgment, presume that the judgment was pronounced by a court of
competent jurisdiction, unless the contrary appears on record.
India is not a signatory to any international treaty in relation to the recognition or enforcement of
foreign judgments. Section 44A of the Civil Code provides that where a foreign judgment has been
rendered by a superior court, within the meaning of such Section, in any country or territory outside
India which the Government has by notification declared to be a reciprocating territory, it may be
enforced in India by proceedings in execution as if the judgment had been rendered by the relevant
court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not
being of the same nature as amounts payable in respect of taxes, other charges of a like nature or of a
fine or other penalties.
Some countries such as United Kingdom, Malaysia, Fiji, New Zealand, Singapore, Hong Kong etc.
have been declared by the Central Government to be reciprocating territories for the purposes of
Section 44A of the Civil Code.
A judgment of a court of a country which is not a reciprocating territory may be enforced only by a suit
upon the judgment and not by proceedings in execution. Such a suit has to be filed in India within three
years from the date of the judgment in the same manner as any other suit filed to enforce a civil
liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign
court if an action was brought in India. Furthermore, it is unlikely that an Indian court would enforce
foreign judgments if that court were of the view that the amount of damages awarded was excessive or
inconsistent with public policy. A party seeking to enforce a foreign judgment in India is required to
obtain approval from the RBI to execute such a judgment or to repatriate outside India any amount
recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of
time, or at all, or that conditions of such approvals would be acceptable. It is uncertain as to whether an
Indian court would enforce foreign judgments that would contravene or violate Indian law. We cannot
assure you that Indian courts and/or authorities would not take a longer amount of time to adjudicate
and conclude similar proceedings in their respective jurisdictions.
10
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Our Company publishes its financial statements in Rupees. Our Company's financial statements
included herein have been prepared in accordance with Indian GAAP. Unless otherwise indicated, all
financial data in this Preliminary Placement Document are derived from our Company's financial
statements prepared in accordance with Indian GAAP. Indian GAAP differs in certain significant
respects from International Financial Reporting Standards ("IFRS"), US GAAP and other international
accounting systems.
Our Company's fiscal year commences on April 1 of each year and ends on March 31 of the succeeding
year, so all references to a particular fiscal year are to the twelve-month period ended on March 31 of
that year. The audited consolidated financial statements of our Company for the years ended March 31,
2008, March 31, 2009 and March 31, 2010 (the "Audited Consolidated Financial Statements") that
appear in this Preliminary Placement Document were prepared in accordance with Indian GAAP.
In this Preliminary Placement Document, all references to "you" are to the Investors in the Equity
Shares issued pursuant to the Issue, all references to "India" are to the Republic of India and all
references to the "Government" are to the Government of India (unless the context otherwise requires).
All references to "Rupees" or "Rs." or “Re.” are to the lawful currency of India. All references to "US
dollars", "dollars", "$", "USD" and "US$" are to the lawful currency of the United States of America.
All references to "£" are to the lawful currency of the United Kingdom.
In this Preliminary Placement Document, certain monetary amounts have been subject to rounding
adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures which precede them.
11
EXCHANGE RATES
Fluctuations in the exchange rate between the Rupee and the U.S. Dollar will affect the U.S. Dollar
equivalent of the Rupee price of the securities on the Stock Exchanges. These fluctuations will also
affect the conversion into U.S. Dollars of any cash dividends paid in Rupees on the securities.
The following table sets forth information concerning exchange rates between the Rupee and the U.S.
dollar for the periods indicated. Exchange rates are based on the reference rates released by the RBI,
which are available on the website of the RBI. No representation is made that any Rupee amounts
could have been, or could be, converted into U.S. dollars at any particular rate, the rates stated below,
or at all. On July 31, 2010, the exchange rate was Rs. 46.46 to US$1.00.
Period end Average* High Low

Year ended March 31 Exchange Rate (Rs. per US$ 1.00 )
2008 39.97 40.24 43.15 39.27
2009 50.95 45.91 52.06 39.89
2010 45.14 47.42 50.53 44.94
*Represents the average of the reference rates released by the Reserve Bank of India on the last day of
each month during the period for each year and quarter presented.
Source: www.rbi.org.in
Period end Average* High Low

Quarter ended Exchange Rate (Rs. per US$ 1.00 )
June 30, 2010 46.60 45.67 47.57 44.33
June 30, 2009 47.87 48.67 50.53 46.84
*Represents the average of the reference rates released by the Reserve Bank of India on the last day of
each month during the period for each year and quarter presented.
Source: www.rbi.org.in
12
INDUSTRY AND MARKET DATA
Information regarding markets, market size, market share, market position, growth rates and other
industry data pertaining to our Company's business contained in this Preliminary Placement Document
consists of estimates based on data reports compiled by professional organisations and analysts, on data
from other external sources, and on our knowledge of our revenues and markets. In some cases, there is
no readily available external information (whether from trade associations, government bodies or other
organisations) to validate market-related analyses and estimates, thus requiring our Company to rely on
internally developed estimates. While we have compiled, extracted and reproduced market or other
industry data from external sources, including third parties or industry or general publications, our
Company has not independently verified such data. We cannot assure Investors of the accuracy and
completeness of, and take no responsibility for, such data. Our Company takes responsibility for
accurately reproducing such information but, subject to the next sentence, accepts no further
responsibility in respect of such information and data. Our Company confirms that such information
and data have been accurately reproduced. Several reports also expressly disclaim legal responsibility
and liability of the person/ organisation preparing the report for any loss or damage resulting from the
contents of such reports. Accordingly, we and the BRLM do not take any responsibility for the data,
projections, forecasts, conclusions or any other information contained in this section. Certain
information contained herein pertaining to prior years is presented in the form of estimates as they
appear in the respective reports/ source documents. The actual data for those years may vary
significantly and materially from the estimates so contained. Similarly, while our Company believes its
internal estimates to be reasonable, such estimates have not been verified by any independent sources
and our Company cannot assure Investors as to their accuracy.
13
FORWARD - LOOKING STATEMENTS
This Preliminary Placement Document includes statements that are, or may be deemed to be, "forward-
looking statements". These statements express views of the management of our Company and
expectations based upon certain assumptions regarding trends in the Indian and international financial
markets and regional economies, the political climate in which our Company operates and other
factors. These forward-looking statements can be identified by the use of forward-looking terminology,
including, among other, the words "believes", "estimates", "anticipates", "expects", "intends", "may",
"will", "plans" or "should" or, in each case, their negative or other variations or comparable
terminology or by discussions of strategies, plans, objectives, goals, future events, projects under
development, future projects or intentions. All statements regarding our Company's expected financial
condition and results of operations, business plans and prospects are forward-looking statements.
These forward-looking statements include statements as to our Company's business strategy, projects
under development, future projects, revenue, profitability and other matters discussed in this
Preliminary Placement Document regarding matters that are not historical facts. They appear in a
number of places throughout the Preliminary Placement Document and include statements regarding
the intentions, beliefs or current expectations of our Company concerning, among other things, the
results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of
our Company and the industry in which we operate.
By their nature, forward-looking statements involve known and unknown risks and uncertainties
because they relate to events, and depend on circumstances, that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. Our Company's actual results of
operations, financial condition, liquidity, dividend policy and the development of the industry in which
we operate may differ materially from the impression created by the forward-looking statements
contained in this Preliminary Placement Document. In addition, even if the results of operations,
financial condition, liquidity and dividend policy of our Company and the development of the industry
in which we operate are consistent with the forward-looking statements contained in this Preliminary
Placement Document, those results or developments may not be indicative of results or developments
in subsequent periods.
Important factors that could cause actual results and property valuations to differ materially from our
expectations include, but are not limited to, the following:
• change in policies by the Government of India on spending ;

• the performance of the real estate market and the prevailing condition of the real estate markets;
• the effect of changes in our accounting policies;
• impairment of our interests in land and availability of suitable insurance;
• conditions on development rights and possible non-fulfilment of such conditions;
• our ability to manage our growth effectively;
• our ability to develop and market developments in proposed new lines of business;
• costs and availability of building supplies;
• the outcome of legal or regulatory proceedings to which we, our subsidiaries, associates or joint
ventures or partnerships are a party to or might become involved in;
• changes in government policies and regulatory actions that apply to or affect our business; and
• our ability to compete effectively, particularly in new markets and business lines.
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under chapters titled "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Business" in this
Preliminary Placement Document. These forward-looking statements speak only as on the date of this
Preliminary Placement Document. Our Company and the BRLM expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained
herein to reflect any changes in our Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements are based.
The forward-looking statements contained in this Preliminary Placement Document are based on the
beliefs of the management of our Company, as well as the assumptions made by, and information
currently available to, the management of our Company. Even though our Company believes that the
14
expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure
Investors that such expectations will prove to be correct. Given these uncertainties, Investors are
cautioned not to place undue reliance on such forward-looking statements. If any of these risks and
uncertainties materialise, or if any of our Company's underlying assumptions prove to be incorrect, our
Company's actual results of operations or financial condition could differ materially from that
described herein as anticipated, believed, estimated or expected. All written and other forward-looking
statements attributable to our Company in this Preliminary Placement Document are expressly
qualified in their entirety by reference to these cautionary statements.
15
DEFINITIONS AND GLOSSARY
Definitions and Glossary of certain capitalized terms used in this Preliminary Placement Document are
set forth below:
Definitions
General Terms
Term Description
“JBF” or “our Company” or “the JBF Industries Limited, a public limited company incorporated under the
Company”, “the Issuer” “We”, Companies Act, 1956, and having its registered office at Survey Number
“us” and “our” 273, Village Athola, Silvassa, Dadra & Nagar Haveli, India.
Note : In the chapters titled “Risk Factors”, “Business”, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”
and “Legal Proceedings” in this Preliminary Placement Document,
references as aforesaid are to JBF and its subsidiaries on a consolidated basis
unless the context otherwise requires.
Company Related Terms
Term Description
Articles/ Articles of Association The articles of association of our Company
Athola Plant Survey Number 273, Village Athola, Silvassa, Dadra & Nagar Haveli, India
Auditors M/s. Chaturvedi & Shah, Chartered Accountants having their office at G12-
712/713, Tulsiani Chambers, 212 Nariman Point, Mumbai – 400 021,
Maharashtra, India
Board of Directors / Board The board of directors of our Company or a committee constituted thereof.
Director(s) Director(s) of our Company, unless otherwise specified.
DMT Dimethyl Terephthalate
MEG Mono Ethylene Glycol
Memorandum/ Memorandum of The memorandum of association of our Company.
Association
Promoter(s) Our Promoters are Mr. Bhagirath C. Arya, Mr. Cheerag Arya and Ms. Veena
Arya
PET Polyethylene Terephthalate
POY Partially Oriented Yarn
PTA Purified Terephthalic Acid
Promoter Shares For the purposes of the Promoter Lock-up, shareholding of each Promoter
and each member of the Promoter Group of our Company.
Registered Office of the Company Survey Number 273, Village Athola, Silvassa, Dadra & Nagar Haveli, India
Saily Plant 156/2, Village Saily, Saily- Rakholi Road, Dadra & Nagar Haveli, Silvassa,
India
Sarigam Plant Plot Numbers 11 and 215 – 231, Sarigam GIDC Industrial Area, Taluka
Umbergaon, District Valsad, Gujarat, India
Subsidiaries It means the subsidiaries and step-down subsidiaries of our Company, which
are as follows:
(i) JBF RAK FZ LLC (“JBF RAK LLC”);
(ii) JBF Global Pte. Limited.
VAP Value Added Products
Issue Related Terms
Term Description
Allocated / Allocation The allocation of Equity Shares following the determination of the Issue
Price to QIBs, pursuant to Bid-cum-Application Forms submitted by them,
in consultation with the BRLM and in compliance with Chapter VIII of the
SEBI ICDR Regulations.
Allottees Persons to whom Equity Shares are issued pursuant to this Issue.
Allotment Unless the context otherwise requires, the allotment of Equity Shares to the
16
Term Description
successful Investors pursuant to this Issue.
Bid-cum-Application Form The form pursuant to which a QIB shall submit a Bid in this Issue.
Bid An indication of the QIB’s interest, including all revisions and modifications
of interest, as provided in the Bid-cum-Application Form, to subscribe for
Equity Shares in this Issue.
Bid Closing Date [●] i.e. that date on which our Company (or the BRLM on behalf of our
Company) shall cease acceptance of Bid-cum-Application Form(s).
Bid Opening Date September 20, 2010 i.e. the date on which our Company (or the BRLM on
behalf of our Company) shall commence acceptance of Bid-cum-Application
Form(s).
Bidding Period The period between the Bid Opening Date and Bid Closing Date inclusive of
both dates, during which prospective QIBs can submit their Bids.
Global Coordinator and BRLM/ Elara Capital (India) Private Limited.
BRLM
CAN/ Confirmation of Allocation Note or advice or intimation to not more than 49 QIBs, confirming the
Note Allocation of Equity Shares to such QIBs after discovery of the Issue Price
and requiring payment of the Issue Price for all the Equity Shares allocated
to such QIBs.
Civil Code The Code of Civil Procedure, 1908, as amended from time to time
Companies Act / Act The Companies Act, 1956, as amended from time to time.
Cut off Price The Issue Price of the Equity Shares which shall be finalized by our
Company in consultation with the BRLM.
Delisting Regulations The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009.
Depository A depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant A depository participant as defined under the Depositories Act.
Escrow Bank Bank of Baroda.
Equity Shares Equity Shares of our Company of face value of Rs. 10 each.
JBF Escrow Account A bank account into which the application money shall be deposited by the
QIBs in the name of “JBF Industries Ltd Escrow a/c – QIP Issue 2010”.
Financial Statements The audited consolidated financial statements of our Company as of and for
the year ended March 31, 2008, 2009 and 2010.
Floor Price Rs. 157.15 per Equity Share which has been calculated in accordance with
Chapter VIII of the SEBI ICDR Regulations.
Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended
from time to time, including instructions and clarifications issued by SEBI
from time to time.
Investor Any prospective investor being a QIB, who makes a Bid pursuant to the
terms of this Preliminary Placement Document,
Issue The offer, issue and Allotment to QIBs, pursuant to Chapter VIII of the
SEBI ICDR Regulations.
Issue Price Price of Rs. [●] per Equity Share, which shall be equal to or more than the
Floor Price.
Issue Size The Issue of [●] Equity Shares aggregating Rs. [●] million.
Listing Agreement The Company’s Equity Listing Agreements entered into with the Stock
Exchanges
Mutual Funds Means mutual funds registered with SEBI pursuant to the SEBI (Mutual
Funds) Regulations, 1996, as amended from time to time.
Order Book Order Book refers to expected future revenues under signed contracts or
contracts where letters of intent have been received and represent only
business that is considered firm, although variations, cancellations and scope
adjustments may occur.
P-Notes Means offshore derivative instruments such Participatory Notes, Equity-
linked Notes or any other similar instruments, issued/ dealt with by a FII,
subject to compliance with all applicable laws, rules, regulations, guidelines
and approvals in terms of Regulation 15A (1) of the SEBI (Foreign
Institutional Investors) Regulations, 1995, as amended from time to time.
Pay- In – Date The last date specified in the CAN.
Placement Document The placement document dated [●] to be issued in accordance with Chapter
VIII of the SEBI ICDR Regulations.
Preliminary Placement Document The preliminary placement document dated September 15, 2010 issued in
accordance with Chapter VIII of the SEBI ICDR Regulations.
17
Term Description
Pricing Date The date on which our Company in consultation with the Book Running
Lead Manager finalizes the Issue Price.
Qualified Institutional Buyers or Qualified Institutional Buyer as defined under Regulation 2(1)(zd) of the
QIBs SEBI ICDR Regulations.
Relevant Date September 15, 2010 (i.e. the date of the meeting in which our Board or the
Committee of Directors decides to open the proposed Issue).
Regulation S Regulation S under the Securities Act.
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from
time to time.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended from time to time, including
instructions, guidelines and clarifications issued by SEBI from time to time.
Securities Act United States Securities Act of 1933, as amended.
Stock Exchanges BSE and NSE.
Takeover Code SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
as amended from time to time.
US GAAP Generally Accepted Accounting Principles in the United States of America.
Abbreviations and Industry related terms
Abbreviation / Industry related

Full form
term
AGM Annual General Meeting of the shareholders of our Company
AS Accounting Standards issued by the Institute of Chartered Accountants of
India
BOLT BSE On-Line Trading
BRLM Book Running Lead Manager
BSE Bombay Stock Exchange Limited
CAGR Compound Average Growth Rate
CDSL Central Depository Services Limited
EBIDTA Earning Before Interest, Depreciation, Tax and Amortization
EGM Extraordinary General Meeting of the shareholders of our Company
EPS Earnings Per Share
ESOP Employee Stock Option Plan
FCCB Foreign Currency Convertible Bonds
FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors) Regulations, 1995, as amended from time to time) registered with
SEBI under applicable law in India
FEMA Foreign Exchange Management Act, 1999, as amended from time to time
and the regulations issued there under
FY The period of twelve months ended March 31 of that particular year, unless
otherwise stated.
GAAP Generally Accepted Accounting Principles
GCC Gulf Cooperation Council
GDP Gross Domestic Product
GoI/ Government Government of India
GIR / GIR number General Index Register number
IFRS International Financial Reporting Standards
Indian GAAP / IGAAP Generally Accepted Accounting Principles in India.
IT Information Technology
I.T. Act / I T Act The Income Tax Act, 1961, as amended from time to time
ISO Indian Standards Organisation
MF Mutual Funds
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
PAN Permanent Account Number issued under the I T Act
Pvt. Private
RBI Reserve Bank of India
RoC/Registrar of Companies Registrar of Companies, Maharashtra, located at Mumbai
Rs. / Re. / Rupees Indian Rupees, the legal currency of the Republic of India
SEBI Securities and Exchange Board of India
SCRA Securities Contracts (Regulation) Act, 1957
SCRR Securities Contracts (Regulation) Rules, 1957
UOM Unit of Measurement
18
Abbreviation / Industry related
Full form
term
USD/ $/ US$ The United States Dollar, the legal currency of the United States of America
US/ USA United States of America
VAT Value Added Tax
19
DETAILS OF BOOK RUNNING LEAD MANAGER AND OTHER ADVISORS TO THE
ISSUE
Company Secretary Book Running Lead Manager
Ms. Ujjwala Apte Elara Capital (India) Private Limited

8th Floor, Express Towers, Kalpataru Synergy,
Nariman Point, 6th Level, East Wing,
Mumbai – 400 021 Opposite Grand Hyatt,
Maharashtra, Santacruz (East),
India Mumbai – 400 055
E-mail: ujjwala_apte@jbfmail.com Maharashtra,
Website: www.jbfindia.com India
E-mail: lalit.menghani@elaracapital.com
Website: www.elaracapital.com
Legal Advisor to the Issue Legal Advisor to the Book Running Lead
Manager
M/s. Crawford Bayley & Co.
Advocates and Solicitors, Bharucha & Partners,
State Bank Buildings, 4th floor, Hague Building,
N. G. N. Vaidya Marg, 9, Sprott Road,
Fort, Ballard Estate,
Mumbai – 400 023 Mumbai-400 001
Maharashtra, Maharashtra,
India India
E-mail: sanjay.asher@crawfordbayley.com E-mail: projectexpress@bharucha.in
International Legal Advisors to the Issue Statutory Auditor
Crowell & Moring LLP M/s. Chaturvedi & Shah

1001 Pennsylvania Avenue, NW Chartered Accountants,
Washington, DC – 20004, G12-712/713, Tulsiani Chambers,
United States of America 212, Nariman Point,
Email: mdefeo@crowell.com Mumbai – 400 021,
Website: www.crowell.com Maharashtra,
India
20
SUMMARY OF BUSINESS
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information and the Financial Statements that appear elsewhere in this Preliminary
Placement Document. In addition, you should carefully consider the risks under the chapter titled ‘Risk
Factors’ on page 33 of this Preliminary Placement Document for an understanding of the risks
associated with the purchase of our Equity Shares.
Our Company
We are one of the leading manufacturers of polyester chips (textile/ bottle/ film and specialty grades)
and are integrated downstream into the manufacture of PFY and POY. We were promoted by Mr.
Bhagirath C. Arya. We, currently, have over 26% market share of the Indian polyester chip
manufacturing industry.
We, presently, own and operate three (3) manufacturing units in India and one manufacturing unit in
the UAE. All our manufacturing units are compliant with relevant quality standards and applicable
laws.
Furthermore, we have two international subsidiaries, viz., JBF Global Pte. Limited and JBF RAK LLC.
Set out below is a graphic representation of our manufacturing capacity as on March 31, 2010:
JBF Industries Limited
Int’l Ops: PET Chips & Films

Indian Operations: Polymer Chips and Yarn
CVC
67%
Sarigam Unit
Poly Chips: 324,000 MT 33%
PET Chips: 108,000 MT
JBF Global Pte

Singapore
Silvassa JBF RAK, UAE

Poly Chips: 118,800 MT; POY+FDY: 201,200 MT PET Chips: 360,000 MT;
Specialty Yarn: 13,420 MT PET Films: 66,000 MT
We have consistently been ranked amongst the top 5 companies in our industry in terms of production
and market share. In FY 2010, our overall production of Polyester Chips increased from 399,554 MT in
FY 2009 to 431,342 MT, reflecting an increase of 7.96 %. Net sale of our Company have also
increased from Rs. 23,944 million in FY 2009 to Rs. 26,913 million in FY 2010, reflecting an increase
of 12.40%. The net profit of our Company has increased from Rs. 762.70 million in FY 2009 to Rs.
1,290 million in FY 2010. As a result of this the profit after tax has increased from 3.19% of sales in
FY 2009 to 4.79% of sales in FY 2010. The gross sales of our Company reflects a CAGR of 10.89%
from FY 2008 to FY 2010. The exports sales of our Company also showed a CAGR of 49.33% from
FY 2008 to FY 2010.
21
Our Strengths
We believe that the following are certain factors that contribute towards making our Company an
industry leader:
• Integrated business model and ability to produce certain raw materials in- house
Our Company, by means of backward vertical integration, presently owns manufacturing facilities
for the production of Polyester Chips which is, in turn, the raw material for the manufacture of
PFY, POY, Bottles and various other products For further details on our strengths, please refer to
section titled “Our Strengths” in the chapter titled “Business” on page 60 of this Preliminary
Placement Document.
• Strong project execution and management skills
We have demonstrated excellent technical and project execution skills. Our Company has also
demonstrated a successful record of executing expansions in its existing manufacturing facilities
and creating additional manufacturing facilities. This has enabled our Company to successfully
implement growth plans and meet the demands of our customers and our industry within scheduled
timelines. This has, inter alia, contributed to six times increase in our turnover. For further details
on our strengths, please refer to section titled “Our Strengths” in the chapter titled “Business” on
page 60 of this Preliminary Placement Document.
• Evolving product portfolio
In addition to manufacturing POY we also manufacture finer yarns such as FDY and coloured
yarn. Similarly, we also manufacture cationic, bright chips and film grade chips from PET chips.
For further details on our strengths, please refer to section titled “Our Strengths” in the chapter
titled “Business” on page 60 of this Preliminary Placement Document.
• Strategic locations of facilities
Our manufacturing facilities are located close to ports, which in turn results in a cost advantage in
terms of importing and exporting raw materials and finished products. For further details on our
strengths, please refer to section titled “Our Strengths” in the chapter titled “Business” on page 60
of this Preliminary Placement Document.
• Robust financial performance
Our consolidated turnover has increased from Rs. 29,564.4 million in FY 2008 to Rs. 50,960.9
million in FY 2010 which reflects an increase of 72.37%. Similarly, our Profit after Tax increased
from Rs. 1,302.1 million in FY 2008 to Rs. 1,904.0 million in FY 2010 which reflects an increase
of 46.23%
• Highly efficient and low cost production methods
Our ability to produce raw materials for the manufacture of PFY, POY and other VAPs combined
with the strategic locations of our manufacturing units results in reductions of costs and expenses
in transportation, power costs, etc. Our Company has introduced innovative packaging schemes
and constantly endeavours to improve manufacturing processes to reduce production costs even
further. For further details on our strengths, please refer to section titled “Our Strengths” in the
chapter titled “Business” on page 60 of this Preliminary Placement Document.
• Successful client relationships
Our Company has demonstrated the ability to create and sustain business relationships with clients
and customers across the product offerings. Our Company’s ability to consistently derive a
sizeable portion of its revenue from repeat business is indicative of this strength. For further details
22
• Strong management team
Several of our Company’s key managerial personnel have over 25 years of experience in their
respective fields and are valuable assets to the functioning of our Company. For further details on
our strengths, please refer to section titled “Our Strengths” in the chapter titled “Business” on
Our Business Strategy
Our Company’s business strategy may be briefly captured as follows:
• Expansion of existing manufacturing facilities
Our Company in the past has taken several steps to expand the manufacturing capacities of our
existing manufacturing units. For further details on our strengths, please refer to section titled
“Our Business Strategy” in the chapter titled “Business” on page 61 of this Preliminary Placement
Document.
• Backward integration through acquiring the ability to manufacture PTA requirements in- house
We propose to acquire/ create manufacturing facilities for the production of PTA to meet our
captive consumption requirements in the production of Polyester Chips. In furtherance of this
strategy, we have entered into a non-binding Memorandum of Understanding with Oman Oil
Company (part of Oman Refinery) owned by the Government of Oman for setting up a 1.2 million
tonnes per annum PTA plant at Oman as a joint venture. For further details on our strengths, please
refer to section titled “Our Business Strategy” in the chapter titled “Business” on page 61 of this
Preliminary Placement Document.
• Focus on diversifying into other VAPs
We intend to further enhance our product range by focussing on the production of VAPs such as
film grade and bottle grade chips, cationic chips and varieties of textile grade chips which would
add further value to the final product, i.e. the fabric produced therefrom. We also intend to increase
our production of diverse types of speciality yarns, POYs and FDYs.
23
SUMMARY OF THE ISSUE
The following is a general summary of the terms of the Issue; this summary should be read in
conjunction with, and is qualified in its entirety by more detailed information appearing in the
Preliminary Placement Document, including under the chapters titled “Issue Procedure” and
“Description of the Equity Shares”.
Company / Issuer JBF Industries Limited.
Issue [●] equity shares of Rs. 10/- each for cash at a price of Rs. [●] per Equity Share,
aggregating to Rs. [●] million.
Issue Price per Equity [●].

Share
Issue Size The Issue of [] Equity Shares aggregating to Rs. [] million.
Equity Shares [] Equity Shares are issued and outstanding immediately prior to the Issue.
outstanding prior to ●
Immediately after the Issue, [ ] Equity Shares will be issued and outstanding.
and after the Issue
Eligible Investors QIBs as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations and not excluded
pursuant to Regulation 86(1)(b) of the SEBI ICDR Regulations.
Listing Our Company shall make applications to the Stock Exchanges to obtain listing and
trading approvals for the Equity Shares offered through the Placement Document.
Transferability The Equity Shares being allotted pursuant to this Issue shall not be sold for a period of
Restriction one year from the date of Allotment except on a recognised stock exchange in India.
Please refer to the chapter titled “Distribution Restrictions” and “Transfer Restrictions”
beginning on pages 119 and 123 respectively of this Preliminary Placement Document
relating to the sale of the Equity Shares.
Ranking The Equity Shares being issued pursuant to this Issue shall be subject to the provisions
of our Company’s Memorandum and Articles of Association and shall rank pari passu
in all respects with the existing Equity Shares including rights in respect of dividends.
The shareholders will be entitled to participate in dividends and other corporate benefits,
if any, declared by our Company after the date of Allotment, in compliance with the
Companies Act. Shareholders may attend and vote in shareholders’ meetings in
accordance with the provisions of the Companies Act and our Company’s Articles of
Association. Also, refer chapter titled “Description of the Equity Shares” on page 140 of
this Preliminary Placement Document.
Use of Proceeds The proceeds of the Issue are estimated to be approximately Rs. [●] million, before
deducting the Issue expenses.
Subject to compliance with applicable laws and regulations, we intend to use the net
proceeds received from the Issue to fund our various expansion plans, meet working
capital requirements and for any other permissible uses. For further details on the use of
proceeds, please refer to chapter titled “Use of Proceeds” on page 49 of this Preliminary
Placement Document.
Company Lock-up Our Company agrees that neither it nor any person acting on its behalf will without the
prior written consent of the Book Running Lead Manager (such consent not to be
unreasonably withheld or delayed) for a period of 60 days from the date of the date of
Allotment in the Issue:
(i) issue, offer, lend, assign, contract to issue, purchase any option or grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of
(or publicly announce any such action), directly or indirectly, any Equity
Shares including without limitation, securities convertible or exchangeable
into or exercisable for, or substantially similar to, the Equity Shares, file any
registration statement under the US Securities Act, 1933, as amended, with
respect to any of the foregoing or any security or financial product whose
value is determined directly or indirectly by reference to the price of the
underlying Equity Share, including equity swaps and options or depository
receipts representing the right to receive any such securities; or
(ii) enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the Equity Shares or any
securities convertible into or exercisable or exchangeable for Equity Shares
(regardless of whether any of the transactions described in (i) or (ii) is to
24
settled by delivery of Equity Shares or such securities in cash or otherwise), or
deposit Equity Shares with any other depository in connection with the
depository receipt facility; or
(iii) enter into any transaction (including a transaction involving derivatives) with
the same economic effect as, or agree to, or publicly announce any intention
to enter into any transaction described in (i) and (ii) above or enter into any
transaction (including a transaction involving derivatives) having an
economic effect similar to that of a issue or offer or deposit of Equity Shares
in any depositary receipt facility;
Except for (a) the issuance of the Equity Shares pursuant to the Issue, or (b) any
issuance, offer, sale or any other transfer or transaction of a kind referred to above of
any Equity Shares under or in connection with the ESOP (as defined in the Preliminary
Placement Document) or any other stock incentive and other employee ownership or
benefit plans including, for the avoidance of doubt, any issuance, offer, sale or any
other transfer or transaction of a kind referred to above of any Equity Shares in
connection with the exercise of any options or similar securities that may exist on the
date hereof and have been approved by our Company’s board of directors.
Promoter Lock-up Each Promoter and each member of the Promoter Group of our Company has
undertaken, in respect of their shareholding in our Company (“Promoter Shares”) not to,
without the prior written permission of the Book Running Lead Manager (such consent
not to be unreasonably withheld or delayed) do any of the following either directly or
indirectly for a period of 60 days from the date of Allotment in the Issue:
(i) offer, lend, sell, contract to sell, sell any option or contract to purchase,
purchase any option or grant any option, right or warrant to purchase or
otherwise transfer or dispose of any Promoter Shares or any securities
convertible or exchangeable into or exercisable for, or substantially similar to,
any Promoter Shares or any security or financial product whose value is
determined, directly or indirectly, by reference to the price of the underlying
Promoter Shares, including equity swaps, forward sales and options or
depository receipts representing the right to receive any such Promoter Share,
or file any registration statement under the U.S. Securities Act of 1933, as
amended, with respect to any of the foregoing; or
(ii) enter into any swap or other agreement that transfers, in whole or in part,
directly or indirectly, any of the economic consequences associated with the
ownership of the Promoter Shares or any securities convertible into or
exercisable or exchangeable for Promoters Shares (regardless of whether any
of the transactions described in clause (i) or (ii) is to be settled by the delivery
of the Promoter Shares or such other securities in cash or otherwise); or
(iii) deposit Promoter Shares with any depository in connection with the depository
receipt facility; or
(iv) enter into any transaction involving falling within (i) to (iii) above or enter
into any transaction (including a transaction involving derivatives) having an
economic effect similar to that of sale or deposit of Promoter Shares in any
depository receipt facility or publicly announce to enter into any transaction
mentioned above.
(v) For the avoidance of doubt, nothing in this letter shall (a) apply to existing
pledges created by such Promoter or Promoter Group, (b) prevent the
Promoter or Promoter Group from bona fide pledging Promoter Shares for the
purposes of collateral for loans as normal commercial terms entered into in the
ordinary course (c) apply to the enforcement and sale of Promoter Shares
pursuant to such pledges, (d) apply to any inter se transfer among Promoter or
Promoter Group, which are effected in accordance with the provisions of
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and other applicable laws; or (d) apply to any
sale, transfer or disposition of Promoter Shares by the undersigned with prior
notice to the Book Running Lead Manager to the extent such sale, transfer or
disposition is required by Indian law;
25
Any Equity Shares acquired in our Company by any Promoter or any member of our
Promoter Group within 60 days of the date of their respective lock-up undertakings
shall also be covered within the ambit of “Promoter Shares” for the purposes of clauses
(i) to (v) above.
Security Codes ISIN: INE187A01017
BSE Code: 514034
NSE Code: JBFIND
26
SELECTED FINANCIAL INFORMATION OF OUR COMPANY
The selected audited standalone financial information and consolidated financial information as of and
for the years ended March 31, 2008, March 31, 2009 and March 31, 2010 and unaudited standalone
financial information and consolidated financial information as of and for the three months ended June
30, 2009 and June 30, 2010 should be read in conjunction with our Company’s financial statements and
schedules and notes thereto included in this Preliminary Placement Document.
The same have been derived from our Company’s audited standalone and consolidated financial
statements for such years, which have been prepared in accordance with Indian GAAP and have been
audited by M/s. Chaturvedi & Shah, Chartered Accountants, our Statutory Auditors.
Neither the information set forth below nor the format in which it is presented should be viewed as
comparable to information prepared in accordance with IAS / IFRS and US GAAP or other accounting
principles. Indian GAAP differs in certain material respects from IAS, IFRS and US GAAP. The
selected Financial Statements set forth below should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Financial
Statements” included in the Preliminary Placement Document.
STANDALONE PROFIT AND LOSS ACCOUNT FOR THE YEARS ENDED MARCH 31,
2008, 2009 AND 2010 AND FOR THE THREE MONTHS PERIOD ENDED JUNE 30, 2009
AND 2010:
(Rs in million)
Three months period
ended June 30
Fiscal year ended March 31 (Unaudited)
Particulars 2008 2009 2010 2009 2010
INCOME
Turnover 23,147.7 25,513.5 28,464.9 6,951.9 9,142.8
Less : Excise Duty Recovered on Sales 1,648.5 1,569.4 1,551.8 219.5 651.6
Net Turnover 21,499.2 23,944.1 26,913.1 6,732.4 8,491.2
Other Income 113.6 131.7 373.8 248.6 27.5
Variation in stocks (92.2) 588.0 664.6 68.3 (240.9)
Total Income 21,520.6 24,663.8 27,951.5 7,049.3 8,277.8
EXPENDITURE
Purchases 3.8 46.2 603.1 58.8 113.4
Manufacturing & Other Expenses 18,101.8 20,669.6 23,141.0 5,801.1 6,884.0
Personnel 192.0 252.2 315.8 69.0 109.8
Selling & Distribution 479.9 520.4 705.3 175.2 225.0
Administrative & General 139.6 852.7 115.2 0.5 160.0
Interest and Finance Charges 465.5 594.2 618.9 146.1 183.2
Depreciation 457.3 523.0 622.1 152.1 175.3
Total Expenditure 19,839.9 23,458.3 26,121.4 6,402.8 7,850.7
Profit Before tax 1,680.7 1,205.5 1,830.1 646.5 427.1
Less: Provision for taxation 240.6 210.9 427.4 134.0 124.5
Provision for Deferred Taxation 52.8 231.9 112.7 (2.5) (13.8)
Profit after tax 1,387.3 762.7 1,290.0 515.0 316.4
STANDALONE BALANCE SHEET FOR THE YEARS ENDED MARCH 31, 2008, 2009 AND
2010
(Rs. in million)
As at March 31
2008 2009 2010
Sources of Funds
Equity Capital 620.6 622.4 622.4
Equity Share Suspense 1.8 - -
Share Warrants 99.2 - -
Reserves & Surplus 5,349.0 5,773.9 6,726.7
Secured Loans 2,149.7 3,291.1 4,185.4
Unsecured Loans 3,299.4 4,051.3 4,064.7
Deferred tax liability 982.0 1,209.0 1,321.7
TOTAL 12,501.7 14,947.7 16,920.9
Uses of Funds
27
ASSETS:
Total Fixed Assets (Net) 7,694.6 9,572.4 11,410.2
Investments 1,422.9 1,596.9 2,545.9
Foreign Currency Monetary Items - 162.8 36.2
Current assets 5,882.9 7,575.9 8,902.4
Current liabilities 2,498.7 3,960.3 5,973.8
Net Current assets 3,384.2 3,615.6 2,928.6
TOTAL 12,501.7 14,947.7 16,920.9
STANDALONE CASH FLOWS FOR EACH OF THE FINANCIAL YEARS 2009-10, 2008-09
AND 2007-08
(Rs. in million)
Year Ended March 31, Year Ended March 31, Year Ended March
PARTICULARS 2010 2009 31, 2008
A. CASH FLOW FROM
OPERATING ACTIVITIES :
Net profit/(Loss) before tax,
adjustment for the prior years and
extra ordinary items 1,830.1 1,205.5 1,680.7
Adjustment for :
Depreciation & amortisation 622.1 523.0 457.3
Interest & Finance Charges 533.4 537.2 430.5
Provisions for dimunition in
value of Current Investments (42.3) 15.4 25.0
Loss on sale of Fixed assets (net) 2.2 6.1 0.2
Loss from Current/Long term
Investments (net) 7.6 77.8 (16.9)
Bad debts Written Off - 6.6 -
Provision for doubtful debts 11.2 - -
Interest Income (45.0) (94.1) (43.6)
Dividend from Current/Long
term Investments (20.2) (13.9) (21.7)
Extinguishment of Liability on
Buyback of FCCB (174.6) - -
Employee Stock Option Cost 22.6 - -
Sundry Balances written off/
(back) (net) 1.5 2.7 (6.9)
Exchange Difference (Net) (31.8) 886.7 263.8 1,324.6 9.9 833.8
Operating profit before working
capital changes 2,716.8 2,530.1 2,514.5
Adjusted for :
Trade & Other receivables (505.9) (987.2) (599.3)
Inventories (1,077.8) (1,433.6) (66.5)
Trade Payables 1,585.0 1.3 1,163.8 (1,257.0) 1,249.4 583.6
Cash generated from operations 2,718.1 1,273.1 3,098.1
Direct taxes paid/ TDS
deducted/Refund received/FBT (407.9) (223.5) (204.5)
Cash generated before prior year 2,310.2 1,049.6 2,893.6
Prior year adjustments (2.2) (27.7) 0.3
Net cash from operating activities
(A) 2,308.0 1,021.9 2,893.9
B. CASH FLOW FROM
INVESTING ACTIVITIES :
Purchases of fixed assets &
Capital Work in Process (2,244.6) (1,966.7) (908.9)
Sale of fixed assets 1.4 2.8 36.6
Investment in equity shares of
subsidiary - (407.8) -
Purchases of Investments (4,092.9) (2,145.9) (2,157.1)
Sale of Investments 3,178.6 2,307.3 1,595.3
Movements in Loans (Net) 387.9 (70.3) (254.7)
Dividend from Current/Long
term Investments 20.2 15.4 20.2
Interest received 50.6 89.8 42.0
28
PARTICULARS 2010 2009 31, 2008
Fixed Deposits held for more
than three months placed (50.0) (52.2) (330.7)
Fixed deposits with banks –
matured 53.4 (2,695.4) 330.6 (1,897.0) - (1,957.3)
Net cash used in investing
activities (B) (2,695.4) (1,897.0) (1,957.3)
C. CASH FLOW FROM
FINANCING ACTIVITIES :
Proceeds from Issue of Equity
Shares & Share Warrants - - 405.4
Proceeds from long term loans 2,063.3 1,070.0 1,619.4
Repayment of long term loans (1,193.0) (618.1) (922.5)
Short term Loans (Net) 494.4 643.7 (742.4)
Shares/ FCCB/ECB Issue
Expenses - - (43.3)
Exchange Difference (Net) (52.0) (158.2) 21.6
Interest & Finance Charges paid (594.1) (467.2) (471.4)
Dividend & Dividend Tax paid (362.3) 356.3 (108.5) 361.7 (156.0) 289.2
Net cash from/(used) in financing
activities I 356.3 361.7 289.2
NET INCREASE/(DECREASE)]
IN CASH & CASH
EQUIVALENTS (A+B+C) (31.1) (513.4) 647.4
CASH & CASH
EQUIVALENTS AT THE
BEGINNING OF THE YEAR 321.4 834.8 118.2
On Amalgamation - - 69.2
CASH & CASH
EQUIVALENTS AT THE END
OF THE YEAR 290.3 321.4 834.8
Add: Fixed deposit with banks
with maturity of more than three
months 50.0 53.3 331.7
Closing balance of Cash and
bank# 340.3 374.7 1,166.5
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEARS ENDED MARCH 31,
2008, 2009 AND 2010 AND FOR THE THREE MONTHS ENDED JUNE 30, 2009 AND JUNE
30, 2010
(Rs. in million)
Particulars Fiscal year ended March 31 Three months period
ended June 30
(Unaudited)
2008 2009 2010 2009 2010
INCOME
Turnover 29,564.4 44,668.5 50,960.9 12,428.9 14,784.5
Net Turnover 27,915.9 43,099.1 49,409.1 12,209.4 14,132.9
Other Income 157.9 160.3 403.7 238.30 28.0
Variation in stocks 866.9 278.5 555.4 245.4 (243.6)
Total Income 28,940.7 43,537.9 50,368.2 12,693.1 13,917.3
EXPENDITURE
Purchases 3.8 46.2 286.6 58.8 113.4
Manufacturing & Other Expenses 24,699.8 35,609.4 41,851.5 10,723.5 11,275.2
Personnel 264.2 436.0 677.8 147.5 199.5
Selling & Distribution 935.7 1,692.2 2,064.3 488.2 649.2
Administrative & General 211.2 1,099.0 372.6 59.8 235.5
Interest and Finance Charges 633.1 975.3 1,274.7 266.5 358.6
Depreciation 595.5 779.4 1,172.5 272.7 313.5
Total Expenditure 27,343.3 40,637.5 47,700.0 12,017.0 13,144.9
29
Profit Before tax 1,597.4 2,900.4 2,668.2 6,76.1 772.4
Profit after tax 1,302.2 2,441.6 2,128.0 544.6 661.7
Share of ( Profit ) transferred to minority 35.3 (553.0) (224.0) (21.4) (113.1)
Profit after tax after adjustment for 1,337.5 1,888.6 1,904.0 523.2 548.6
minority interest
CONSOLIDATED BALANCE SHEET FOR THE YEARS ENDED MARCH 31, 2008, 2009
AND 2010
(Rs. in million)
As at March 31
2008 2009 2010
Source of Funds
Equity Capital 620.6 622.4 622.4
Equity Share Suspense 1.8 - -
Share Warrants 99.2 - -
Reserves & Surplus 5,211.2 6,708.5 8,117.3
Minority Interest 3,160.7 3,997.4 3,632.7
Secured Loans 4,469.4 7,852.3 9,161.3
Unsecured Loans 3,896.1 4,562.1 4,482.3
Deferred tax liability 982.0 1,226.4 1,337.1
TOTAL 18,441.0 24,969.1 27,353.1
Uses of Funds
ASSETS:
Total Fixed Assets (Net) 13,361.0 20,836.9 21,164.6
Investments 594.3 360.5 1,309.6
Foreign Currency Monetary Items - 162.8 35.7
Current assets 10,291.5 10,693.6 13,827.7
Current liabilities 5,805.8 7,084.7 8,984.5
Net Current assets 4,485.7 3,608.9 4,843.2
TOTAL 18,441.0 24,969.1 27,353.1
CONSOLIDATED CASH FLOWS FOR EACH OF THE FINANCIAL YEARS 2009-10, 2008-09
AND 2007-08
(Rs. In million)
PARTICULARS 2010 2009 31, 2008
A. CASH FLOW FROM
OPERATING ACTIVITIES :
Net profit/(Loss) before tax,
adjustment for the prior years
and extra ordinary items 2,668.2 2,900.4 1,597.4
Adjustment for :
Depreciation & amortisation 1,172.5 779.4 595.5
Employee Stock Option Cost 22.6 - -
Interest & Finance Charges 835.6 735.0 503.8
Provisions for dimunition in value
of Current Investments (42.3) 15.4 25.0
Loss on sale of Fixed assets (net) 8.6 10.7 -
Loss from Current/Long term
Investments (net) 7.6 77.8 (16.9)
Bad debts Written Off - 6.6 -
Provision for doubtful debts 11.2 - -
Interest Income (23.2) (120.5) (36.9)
Dividend from Current/Long term
Investments (20.2) (13.9) (21.7)
Extinguishment of Liability on
Buyback of FCCB (174.6) - -
Sundry Balances written off/ (back) (0.7) 2.7 (6.9)
30
PARTICULARS 2010 2009 31, 2008
(net)
Exchange Difference (Net) * (762.1) 1,035.0 575.2 2,068.4 (105.4) 936.5

Operating profit before working
capital changes 3,703.2 4,968.8 2,533.9
Adjusted for :
Trade & Other receivables (2,109.4) (1,309.0) (1,602.1)
Inventories (1,166.0) (1,375.5) (1,706.5)
Trade Payables 1,971.7 (1,303.7) 941.4 (1,743.1) 3,920.6 612.0

Cash generated from operations 2,399.5 3,225.7 3,145.9
Direct taxes paid/ TDS
deducted/Refund received/FBT (409.0) (223.1) (204.5)
Cash generated before prior year 1,990.5 3,002.6 2,941.4
Prior year adjustments (40.0) (14.8) 0.3
Net cash from operating
activities (A) 1,950.5 2,987.8 2,941.7
B. CASH FLOW FROM
INVESTING ACTIVITIES :
Purchases of fixed assets & Capital
Work in Process (1,756.4) (7,876.1) (3,913.7)
Sale of fixed assets 7.8 6.2 33.8
Purchases of Investments (4,092.9) (2,166.7) (1,832.9)
Sale of Investments 3,178.6 2,307.3 1,595.5
Movements in Loans (Net) 411.5 (168.5) (152.7)
Dividend from Current/Long term
Investments 20.2 15.4 20.2
Interest received 28.8 115.7 54.9
Fixed Deposits with bank having
maturity more than three months
(placed) (50.0) (52.2) (330.7)
Fixed deposits with ban–s - (4,525.
matured 53.3 (2,199.1) 330.6 (7,488.3) - 6)
Net cash used in investing (4,525.
activities (B) (2,199.1) (7,488.3) 6)
C. CASH FLOW FROM
FINANCING ACTIVITIES :
Proceeds from Issue of Equity
Shares & Share Warrants 405.4
Proceeds from Issue of Shares to
Minorities (net) 2,650.1
Proceeds from long term loans 3,867.1 2,569.0 3,169.1
Repayment of long term loans (2,308.5) (1,021.5) (922.5)

Short term Loans (Net) 127.6 1,703.8 (225.5)
Shares/ FCCB/ECB Issue Expenses - - (43.3)
Exchange Difference (Net) (52.0) (177.9) 25.2
Interest & Finance Charges paid (920.0) (640.0) (537.2)
Dividend & Dividend Tax paid (362.3) 351.9 (108.5) 2,324.9 (156.0) 4,365.3
Net cash used in financing
activities (C) 351.9 2,324.9 4,365.3
NET INCREASE/(DECREASE) ]
IN CASH & CASH
EQUIVALENTS (A+B+C) 103.3 (2,175.6) 2,781.4
CASH & CASH EQUIVALENTS
AT THE BEGINNING OF THE
YEAR 845.2 3,020.8 170.2
31
PARTICULARS 2010 2009 31, 2008
On amalgamation - - 69.2
CASH & CASH EQUIVALENTS
AT THE END OF THE YEAR 948.5 845.2 3,020.8
Add: Fixed deposit with banks
having maturity of more than three
months 50.0 53.3 331.7
Closing balance of Cash and bank# 998.5 898.5 3,352.5
32
RISK FACTORS
An investment in equity shares involves significant risks. You should not invest in the Issue unless you
are prepared to accept the risk of losing all or part of your investment. You should consult with your
tax, financial, legal and other advisors about the particular consequences to you of an investment in
the Equity Shares.
You should carefully consider the risks described below before making an investment decision. If any
of the risks described below actually occur, our business, prospects, financial condition and results of
operation could be seriously harmed, the trading price of our Equity Shares could decline, and you
may lose all or part of your investment. Unless specified or quantified in the relevant risk factors
below, we are not in a position to quantify financial implications of any of the risks mentioned below.
Any Investor in, and purchaser of, our shares should pay particular attention to the fact that we are
governed in India by a legal and regulatory environment which in some material respects may be
different from that which prevails in other countries. Prior to making an investment decision, Investors
and purchasers should carefully consider all of the information contained in this Preliminary
Placement Document (including the consolidated financial statements included in this Preliminary
Placement Document).
These risks and uncertainties are not the only issues that we face; additional risks and uncertainties
not presently known to us or that we currently believe to be immaterial may also have a material
adverse effect on our financial condition or business. Unless otherwise stated in the relevant risk
factors below, we are not in a position to specify or quantify the financial or other risks mentioned
herein.
INTERNAL RISK FACTORS
Risks relating to our business and industry
1. There are certain audit qualifications against our Company in the auditors report of our
Company for the years ended March 31, 2010 and March 31, 2009
There are certain audit qualifications made in the auditor’s report of our Company for the years
ended March 31, 2010 and March 31, 2009. The qualifications made are as under:
For FY 2010:
“Note No. 27 (c) of the Schedule “P” regarding the non-provision of marked to market losses of
derivative contracts amounting to Rs. 63.37 Crores as on March 31, 2010 on account of reasons
as explained in the aforesaid note. Had the same been provided the profit after tax for the year
ended March 31, 2010 and reserve as at March 31, 2010 would have been Rs. 87.17 Crores and
Rs. 630.84 Crores respectively as against the reported figures of Rs. 129.00 Crores and Rs.
672.67 Crores respectively”
For FY 2009:
“Note No. 29 (c) of the schedule P regarding the non provision of marked to market losses of
derivative contracts amounting to Rs. 82.66 Crores as on 31st March 2009 on account of
reasons as explained in the aforesaid note. Had the same been provided the profit after tax for
the year ended 31st March 2009 and Reserves as at 31st March 2009 would have been Rs. 21.71
Crores and Rs. 522.83 Crores respectively as reported figures of Rs. 76.27 Crores and Rs.
577.39 Crores respectively.”
2. Our Company may not be successful in implementing our business strategies.
The success of our business will depend greatly on our ability to effectively implement our
business strategies. Even if we have successfully executed our business strategies in the past,
there can be no assurance that we will be able to execute our strategies in future within the
estimated time and budget, or that we will meet the expectations of targeted customers. We
33
expect our strategies to place significant demands on our management and other resources and
will require us to continue developing and improving our operational, financial and other
internal controls. Our inability to manage our business and strategies could have an adverse
effect on our business, financial condition and profitability.
3. In respect of certain material contracts, our Company has not paid the requisite stamp duty.
If such contracts are deemed unenforceable or if proceedings are initiated against our
Company for non-payment of stamp duty, it could affect our business, operations and
financial position adversely.
Our Company has entered into several material contracts with Indian as well as international
persons and entities. In respect of certain material contracts, our Company has not paid the
requisite stamp duty. In certain cases where stamp duty has been paid, the same may be
inadequate. If disputes arise between our Company and parties to such material contracts which
require judicial intervention, failure to pay stamp duty may result in such contracts being
deemed unenforceable by the courts of law in India. Failure to pay stamp duty on such contracts
may also result in proceedings being initiated against our Company for avoidance of payment of
stamp duty. If such contracts are deemed unenforceable or if proceedings are initiated against
our Company for non-payment of stamp duty, it could affect our business, operations and
financial position adversely.
4. Several of the agreements and material business contracts entered into with our strategic
business partners across the world contain clauses which provide for dispute resolution
outside India, in foreign jurisdictions. This may escalate the cost of litigations, should any
arise.
Several of the agreements and material business contracts entered into with our strategic
business partners including contracts entered into with our suppliers of raw materials, across the
world contain clauses which provide for dispute resolution outside India, in foreign
jurisdictions. In case disputes arise in respect of the same which require us to approach judicial
or alternative dispute resolution fora, the costs of dispute resolution could be extremely or
prohibitively high.
5. Certain secured and unsecured loans taken by our Company may be recalled by our lenders
at any time.
Unsecured loans amounting to Rs. 424.1 million outstanding as on March 31, 2010 taken by our
Company may be recalled by our lenders at any time in case there is a default by the Company.
Further, certain secured loans (comprising largely of working capital facilities availed from
various lenders) availed by our Company aggregating to Rs. 1,207.8 million may also be
recalled by our lenders at any time if the Company defaults due to failure to service our
indebtedness, maintain the required security interests, comply with a requirement to obtain a
consent or otherwise perform our obligations under our financing agreements could lead to a
termination of one or more of our credit facilities, trigger cross default provisions, penalties and
acceleration of amounts due under such facilities which may adversely affect our business,
financial condition and results of operations.
6. Volatility in the prices of the raw material may have an adverse impact on our business and
financial operations.
The primary raw materials required by our Company is PTA which is petroleum based / derived
product. The prices of raw materials may fluctuate, depending on among other factors, changes
in demand and supply and the price of crude oil. Though we cover purchases on a monthly
basis, we are still exposed to and will have to absorb any fluctuations in the prices of these raw
materials, which may adversely affect the financials of our Company.
Furthermore, in the event that our primary suppliers curtail or discontinue the supply of such
materials to us in the quantities that we need or at prices that are competitive, our operations and
financial condition may be adversely affected.
34
7. Our Company has not applied for/ obtained registration for any intellectual property
including our logo and other trademarks used in the ordinary course of business.
Our Company does not own or otherwise possess any registered intellectual property as on the
date of this Preliminary Placement Document. Our Company has also not obtained registration
for our logo and other trademarks and business marks used in the ordinary course of
business by our Company under any applicable laws. In case any of our intellectual properties
capable of protection under Indian laws or international conventions is infringed upon, we may
have little or no recourse to judicial protection. Infringement of our intellectual property by any
third party may adversely affect our brand name and, consequently, our business.
8. One of our manufacturing units is located on property taken on lease. Disruption of our
rights as lessee or termination of the agreements with our lessors would adversely impact our
manufacturing operations and, consequently, our business
One of our manufacturing units in Sarigam (used for the manufacture of Polyester Chips) is
located on properties taken on lease basis from the Gujarat Industrial Development Corporation
for tenure of 99 years computed from May 17, 2004. This manufacturing unit produces
Polyester Chips which is in turn, the raw material for products such as PFY, POY and other
VAPs. Disruption of our rights as a lessee or termination of the agreement with our lessor would
adversely impact our manufacturing operations and, consequently, our business. For details of
our freehold and leasehold properties, please refer to the chapter titled “Business” on page 59 of
9. Our Company’s corporate office is on leave and license basis and any termination of the
leave and license agreement and/or non renewal could adversely affect our operations.
The corporate office of our Company situated at 8th Floor, Express Towers, Nariman Point,
Mumbai – 400 021 is on leave and license from Indian Express News Papers (Mumbai) Limited
and is due to expire on June 30, 2014. If we are unable to renew the leave and license agreement
on favourable terms or at all, we may suffer a disruption in our corporate affairs and business.
10. Our Company is exposed to foreign currency fluctuations and has entered into forward
exchange and operation contracts.
In order to hedge our Company's exposure to foreign exchange and interest rate, our Company
has entered into a derivative contract. The marked to market loss in respect of the above
derivative contract as on June 30, 2010 is Rs. 1,516 million. We cannot assure you that we will
be able to effectively mitigate the adverse impact of currency fluctuations on the results of our
operations. In case our hedging arrangements are not adequate to mitigate the adverse impact of
currency fluctuations on the results of our operations, our business may be adversely affected.
11. Our Company is involved in certain legal proceedings. An adverse outcome in such legal
proceedings could render us liable to liabilities/penalties.
Our Company is involved in certain legal proceedings and claims in relation to certain civil and
tax matters incidental to its business and operations. These legal proceedings are pending at
different levels of adjudication before various courts and tribunals. Any adverse decision may
render us/them liable to liabilities/penalties and may adversely affect their business and results
of operations.
A classification of the material legal and other proceedings instituted by or against our
Company is given in the following table:
Type of legal proceedings Total number of pending cases Amount involved (Rs. in million,
approximate amount)
Cases filed by Cases filed
our Company against our
Company
Tax cases 9* 3 81.0
35
Quantifiable cases 3 3
Civil cases NIL 1 0.8

Quantifiable cases NIL 1
Arbitration cases NIL NIL NIL

Quantifiable cases NIL NIL
Criminal cases NIL NIL NIL

Cases filed before the DRT NIL NIL NIL

Potential Litigation NIL 1 2.0

Quantifiable Cases NIL 1
*Out of 8 Income Tax Cases, the penalty levied upon our Company is Rs. 9.38 million only for
the AY 2005-06.
For further details please refer to the chapter titled “Legal Proceedings” on page 148 of this
12. We have contingent liabilities in our balance sheet, as consolidated, as at March 31, 2010
The following are the contingent liabilities in our balance sheet, as consolidated, as at March 31,
2010. If any of these actually occur, they may adversely impact our profitability and may have a
material adverse effect on our results of operations and financial condition:
(Rs. in million)
Sr. Contingent Liabilities As at March 31, 2010 As at March 31, 2009
No.
1. Estimated amount of Contract remaining to 2,039.0 1,278.1
be executed on Capital Account and not
provided for (net of advances) (Cash outflow
is expected on execution of such capital
contracts, on progressive basis)
2. Bills discounted - 67.8
3. Guarantees issued by the Bankers (Bank 1,803.4 1,531.6
Guarantees are provided under contractual /
legal obligation. No cash outflow is
expected)
4. Letter of Credit (These are established in 2,981.1 2,526.2
favour of vendors but cargo/ material under
the aforesaid letter of credit are yet to be
received as on year end date. Cash outflow
expected on the basis of payment terms
mentioned in Letter of Credit)
5. Disputed liabilities in appeal :
Income Tax (no cash flow is expected) 9.4 -
Excise Duty (no cash flow is expected) 17.6 18.3
Service Tax (No cash outflow is expected) 14.9 14.9
Claim against the Company not 0.9 0.9
acknowledged as debts
TOTAL 6,866.30 5,437.8
13. We are subject to certain restrictive covenants due to the debt facilities provided to us by our
lenders. Compliance with the same is/ may not be possible.
We have entered into agreements for availing facilities from various lenders. Certain covenants
in these agreements require us to obtain approval / permission from our lenders in certain
conditions. These conditions include, amongst others, implementation of any scheme of
expansion / diversification / renovation / capital expenditure, formulation of any scheme of
amalgamation or merger or reconstruction, undertaking of guarantee obligation, any change in
capital structure, among others. We cannot assure that these approvals will be forthcoming when
36
we apply for the same. Delay or a failure in obtaining these approvals, as and when required,
may adversely affect our business.
14. Our Company’s index of charges as reflected on the website of the Ministry of Corporate
Affairs, Government of India, does not accurately reflect the charges subsisting on our
Company’s assets as on date.
The index of charges of our Company as reflected on the website of the Ministry of Corporate
Affairs, Government of India, reflects 17 additional charges as being subsisting on the assets of
our Company as on date. These charges relate either to loans which are satisfied by our
Company or to loans in respect of which multiple charges have been created by our Company.
Our Company has initiated the process of applying with the Registrar of Companies to ensure
that the index of charges is updated to reflect the position of charges on the assets of our
Company as on date. However, as on the date of this Preliminary Placement Document, our
Company’s index of charges on the said website does not reflect the factual position of charges
subsisting on the assets of our Company. For details of our Company’s financial indebtedness,
please refer to the chapter titled “Financial Statements” on page 155 of this Preliminary
Placement Document.
15. The website of the Ministry of Corporate Affairs, Government of India incorrectly reflects the
details of our Company to indicate that there are two separate entities with the name “JBF
Industries Limited”.
The website of the Ministry of Corporate Affairs, Government of India reflects two entities as
having the name “JBF Industries Limited”, one being a listed entity and another being an
unlisted entity. However, this discrepancy on the website of the Ministry of Corporate Affairs is
due to an error made by the Registrar of Companies in taking on record, an application made for
shifting our Registered Office from the jurisdiction of the Registrar of Companies at
Maharashtra to the jurisdiction of the Registrar of Companies at Gujarat. Our Company has, on
various occasions approached the Registrar of Companies to correct this discrepancy and will
continue to make efforts to have this error resolved. However, as on date, the details of our
Company are reflected incorrectly to this extent on the website of the said ministry.
16. A limited number of categories of products generate a significant portion of our total
revenues and our business may be materially adversely affected if products in these categories
do not perform as well as expected or if substitute products become available or gain wider
market acceptance.
We generate a significant portion of our total revenues in India from the sale of products in a
limited number of principal categories. If market growth in these categories, or if profit margins
for products sold in these categories decline, our results of operations could be adversely
affected. As a result of increased competition, pricing pressures or fluctuation in the demand or
supply of our products, our revenues from these products may decline in the future.
Following is a table showing the sales contribution of each our products in the total sales:
(in %)
PRODUCT YEAR SALES CONTRIBUTION
Polyester chips FY 2010 59
FY 2009 56
FY 2008 55
POY and FDY FY 2010 39

FY 2009 41
FY 2008 42
Specialised yarn FY 2010 2

FY 2009 3
FY 2008 3
37
17. Our success largely depends on our key managerial personnel and our ability to attract and
retain them. Any loss of our key managerial personnel could adversely affect our business,
operations and financial condition.
We depend significantly on the expertise, experience and continued efforts of our key
managerial personnel. If one or more members of our key managerial personnel are unable or
unwilling to continue in his/her present position, it could be difficult to find a replacement, and
business could thereby be adversely affected. Competition for key managerial personnel in our
industry is intense and it is possible that we may not be able to retain our existing key
managerial personnel or may fail to attract/ retain new employees at equivalent positions in the
future. As such, loss of key managerial personnel could adversely affect our business, results of
operations and financial condition. For further details on the key managerial personnel of our
Company please refer chapter titled ‘Board of Directors and Key Managerial Personnel’
beginning on page 93 of this Preliminary Placement Document.
18. Any delay or inability in renewing our existing business operations licenses/approvals may
have an adverse effect on our business.
Being in the manufacturing business, our Company requires several statutory and regulatory
licenses and approvals to operate the business. Many of these approvals are granted for fixed
periods of time and need renewal from time to time. Our Company is required to renew such
licenses and approvals. However, as on date of this Preliminary Placement Document there are
no licenses and approvals that are pending for renewal.
There can be no assurance that the relevant authorities will issue any of such licenses or
approvals in time or at all. Further, these licenses and approvals are subject to several
conditions, and our Company cannot assure that it shall be able to continuously meet such
conditions or be able to prove compliance with such conditions to statutory authorities, and this
may lead to cancellation, revocation or suspension of relevant licenses/ approvals. Failure by
our Company to renew, maintain or obtain the required licenses or approvals, or cancellation,
suspension or revocation of any of the licenses or approvals may result in the interruption of our
Company’s operations and may have a material adverse effect on our business.
19. Our Company takes advantage of certain tax benefits and other financial incentives, which if
withdrawn, may adversely affect its financial condition and results of operations.
Our Company and our Subsidiaries avail of certain tax benefits due to the location of our
manufacturing units. Our Subsidiary, JBF RAK LLC, is located in the RAKIA Zone in the
United Arab Emirates, as a result of which certain tax and import duty exemptions, inter alia are
available to this Subsidiary. If these tax incentives are not available to our Company and/ or our
Subsidiaries in the future or if the exemptions are withdrawn, our Company’s financial
conditions and results of operations may be adversely affected. For details thereof, please refer
to the chapter titled “Statement of Tax Benefits” on page 134 of this Preliminary Placement
Document.
20. Our Promoters and Directors have interest in our Company other than reimbursement of
expenses incurred or normal remuneration or benefit.
Our Promoters and Directors may be deemed to be interested to the extent of the Equity Shares
held by them, their friends or their relatives or our Group Entities and benefits arriving from
their directorship in our Company. Our Promoters are interested in the transactions entered into
between our Company and themselves as well as between our Company and our Group Entities.
Further, Mr. Prakash Vasantlal Mehta, our Director, may be deemed interested to the extent of
fees paid/ proposed to be paid to M/s. Malvi Ranchoddas & Co, as legal advisor to our
Company.
21. Our Company’s present manufacturing facilities in India are situated in one geographical
area, and thus exposed to any risks/adverse developments affecting that area.
38
Our Company’s present manufacturing facilities in India are situated within Dadra & Nagar
Haveli and Gujarat and our business operations are vulnerable to damage or interruptions in
operations due to adverse weather conditions, earthquakes, fires, explosions, power loss, civil
disturbances or other similar events which may affect this area. Any failure of our systems or
any shutdown of any part of our manufacturing unit, networks, operations because of
operational disruptions, natural disaster such as flood or earthquake, or other factors, could
disrupt our services and result in significant costs and delays in execution of orders. We do not
have a diversified base of manufacturing operations, and local disturbances would have a
material adverse effect on our business, and consequently on our results of operations and
financial condition.
22. We have in the past entered into related party transactions and may continue to do so in the
future.
We have in the past entered into transactions with certain of our Promoters / relatives of our
Promoters / Directors / entities promoted by our Promoters / our Subsidiaries. Furthermore, it is
likely that we may enter into related party transactions in the future as well. While we believe
that all such transactions have been / would be conducted on an arm’s length basis, there can be
no assurance that we might not have achieved / may not achieve more favourable terms had
such transactions not been entered into with related parties. There can be no assurance that such
transactions, individually or in the aggregate, will not have an adverse effect on our business,
results of operations and financial condition.
For further details regarding the same, please refer to the paragraph titled “Related Party
Disclosures” of the chapter titled “Financial Statements” on page 155 of this Preliminary
Placement Document.
23. Our ability to pay dividends in the future will depend upon future earnings, financial
conditions, cash flows, working capital requirements and capital expenditures.
While we have paid dividends in the past, there can be no assurance that we will pay dividends
in the future or that we will pay dividends at rates as in the past dividends. The declaration and
payment of any dividends in the future will be recommended by our Board of Directors, at its
discretion, and will depend on a number of factors, our earnings, cash generated from
operations, capital requirements and overall financial condition.
24. Certain types of risks may not be covered under our existing insurance policies, since these
may be uninsurable or not economically viable. Our insurance coverage may not be sufficient
to fully cover us against an insured risk or loss.
While we believe that we maintain insurance coverage in amounts consistent with industry
norms, our insurance policies do not cover all risks and are subject to exclusions and
deductibles. There can be no assurance that our insurance policies will be adequate to cover the
losses in respect of which the insurance had been availed. If we suffer a significant uninsured
loss or if our insurance claim in respect of the subject-matter of insurance is not accepted or any
insured loss suffered by us significantly exceeds our insurance coverage, our business, financial
condition and results of operations may be materially and adversely affected. Further, our
Company does not have any subsisting key man insurance policies or business risk policies as
on date.
For details on our insurance coverage, please refer chapter titled ‘Business’ beginning on page
59 of this Preliminary Placement Document.
25. Any loss or shutdown of operations at any of our manufacturing facilities may have a
material adverse effect on our business, financial condition and results of operations.
Our manufacturing facilities are subject to operating risks, such as breakdown or failure of
equipment, power supply or processes, performance below expected levels of output or
efficiency, obsolescence, labour disputes, strikes, lock-outs and industrial accidents and the need
to comply with the directives of relevant government authorities. The occurrence of any of these
39
risks could significantly affect our operating results. Although we take precautions to minimize
the risk of any significant operational problems at our facilities, our business, financial condition
and results of operations may be adversely affected by any disruption of operations at our
manufacturing facilities, including due to any of the factors mentioned above.
26. We rely on our information technology systems in managing our supply chain, production
process, logistics and other integral parts of our business. Any significant breakdown or
interruption of these systems may materially and adversely affect our business.
Our Company is dependent upon increasingly complex and interdependent information

technology systems, including internet-based systems, to support business processes as well as
internal and external communications. Any significant breakdown or interruption of these
systems, whether due to computer viruses or other causes, may result in the loss of key
information and/or disruption of production and business processes, which could materially and
adversely affect our business.
27. Grants of stock options under the JBF ESOS 2009 scheme may result in a charge to our
profit and loss account and will to that extent reduce our profits.
We have adopted the JBF ESOS 2009 under which, a permanent employee of our Company or
the Subsidiaries, whether working in India or abroad and a director of our Company or its
Subsidiaries, whether whole-time or not, is eligible for stock options.
Under Indian GAAP, the grant of stock options may result in a charge to our profit and loss
account based on the difference between the fair market value of the Equity Shares determined
on the date of the grant of the stock options and the exercise price. This expense will be
amortized over the vesting period of the stock options.
28. Our business, results of operations and financial condition may be adversely affected by laws
regulating contract labour.
Our Company has 2,007 permanent employees. In addition, we also hire contract labour at our
manufacturing units. While we believe that we maintain good relationships with our employees
and contract labour, there can be no assurance that we will not experience future disruptions to
our operations due to disputes or other problems with our work force, which may materially and
adversely affect our business and results of operations. India has stringent labour legislation that
protects the interests of workers, including legislation that sets forth detailed procedures for
dispute resolution and employee removal and legislation that imposes certain financial
obligations on employers during employment and upon retrenchment.
Furthermore, pursuant to the provisions of the Contract Labour (Regulation and Abolition) Act,
1970, as amended, we may be required to absorb a portion of such contract labourers as our
employees. Any such order from a court or any other regulatory authority may adversely affect
our business and results of our operations.
RISKS RELATED TO THE SHARES
29. Future sales of Shares by any of our major shareholders or additional fundraisings by us,
may adversely affect the market price of our Shares.
The market price of our Shares could decline as a result of future sales of a large number of our
Shares by any of our major shareholders or additional fundraisings by us. Additionally, the
perception that such sales may occur might make it more difficult for our shareholders to sell
their Shares in the future at a time and at a price that they deem appropriate. Conditions in the
Indian securities market may affect the price or liquidity of the Shares. The Indian securities
markets are smaller than securities markets in more developed economies and are more volatile
than the securities markets in other countries. Indian stock exchanges have in the past
experienced substantial fluctuations in the prices of listed securities.
40
30. The imposition of foreign exchange restrictions may have an adverse effect on foreign
Investors’ ability to acquire Indian securities, including our Shares, or repatriate dividends or
sale proceeds from those securities.
The Indian government may impose foreign exchange restrictions in certain situations,
including situations where there are sudden fluctuations in interest rates or exchange rates,
where the Indian government experiences difficulty in stabilizing the balance of payments or
where there are substantial disturbances in the financial and capital markets in India. These
restrictions may require foreign Investors to obtain the Indian government’s approval before
acquiring Indian securities or repatriating the dividends from those securities or the proceeds
from the sale of those securities. No assurance can be given that these restrictions will not
adversely affect, among other things, the secondary market price of the Equity Shares.
31. Your ability to sell your Equity Shares may be subject to delays if specific Government
approval is required.
Investors seeking to sell any Equity Shares may, in certain off-exchange transactions, require
regulatory approvals for such sale. We cannot guarantee that any such approval will be obtained
in a timely manner or at all. Because of possible delays in obtaining requisite approvals,
Investors may be prevented from realizing gains during periods of price increase or limiting
losses during periods of price decrease.
32. There can be no guarantee that the Equity Shares issued pursuant to the Issue will be listed
on the BSE and the NSE in a timely manner or at all.
In accordance with Indian law and practice, permission for trading of the Equity Shares issued
pursuant to the Issue will not be granted until after those Equity Shares have been issued and
allotted. Approval for listing and trading will require all other relevant documents authorizing
the issuing of Equity Shares to be submitted and there could therefore, be a failure or delay in
listing the Equity Shares on BSE and NSE. Any failure or delay in obtaining such approvals
would restrict your ability to dispose of your Equity Shares.
33. The market value of your investment may fluctuate due to the volatility of the Indian
securities market.
The Indian securities markets are smaller and can be more volatile than the securities markets in
certain developed countries. The stock exchanges in India have, in the past, experienced
substantial fluctuations in the prices of listed securities. The Indian stock exchanges have
experienced problems which, if such or similar problems were to continue or recur, could affect
the market price and liquidity of the securities of Indian companies. These problems have
included broker defaults and settlement delays. In addition, the governing bodies of the Indian
stock exchanges have from time to time imposed restrictions on trading in certain securities,
limitations on price movements and margin requirements. Furthermore, from time to time
disputes have occurred between listed companies and stock exchanges and other regulatory
bodies, which in some cases may have had a negative effect on market sentiment.
34. After the offering of the Equity Shares, the price of the Equity Shares may be highly volatile.
The prices of the Equity Shares on the Indian Stock Exchanges may fluctuate after the offering
of the Equity Shares as a result of several factors, including:
• volatility in the Indian and global securities market;
• our results of operations and performance;
• performance of our competitors, the Indian Polyester Chips and manmade fibres industry
and the perception in the market about investments in the polyester textile manufacturing
sector;
• adverse media reports on us or the Indian Polyester Chips and manmade fibres industry;
41
• changes in our economic and operating environment;
• changes in the estimates of our performance or recommendations by financial analysts;
• significant developments in India’s economic liberalisation and deregulation policies; and
• significant developments in India’s fiscal and environmental regulations.
These factors and other factors outside our control may cause volatility in the price of our
Equity Shares and the price changes may be unrelated or disproportionate to our operating
results. In the past, following periods of volatility in the market price of a public company’s
securities, securities class action litigations have often been instituted against the relevant
company. Any such litigation brought against us, even if unsuccessful, could damage our
reputation and result in substantial costs and a diversion of management’s attention and
resources.
35. Any future issuance of Equity Shares by our Company may dilute investors' shareholding
and adversely affect the trading price of the Equity Shares.
Any future issuance of Equity Shares by our Company may dilute shareholding of Investors in
our Company; adversely affect the trading price of our Company's Equity Shares and its ability
to raise capital through an issue of its securities. In addition, any perception by investors that
such issuances or sales might occur could also affect the trading price of our Company's Equity
Shares. Additionally, the disposal, pledge or encumbrance of Equity Shares by any of our
Company's major shareholders, or the perception that such transactions may occur may affect
the trading price of the Equity Shares. No assurance may be given that our Company will not
issue Equity Shares or that such shareholders will not dispose of, pledge or encumber their
Equity Shares in the future.
36. There may be less company information available in the Indian securities markets than
securities markets in developed countries.
There may be differences between the level of regulation and monitoring of the Indian securities
markets and the activities of Investors, brokers and other participants and that of the markets in
the United States and other more developed countries. SEBI is responsible for approving and
improving disclosure and other regulatory standards for the Indian securities markets. SEBI has
issued regulations and guidelines on disclosure requirements, insider trading and other matters.
There may, however, be less publicly available information about Indian companies than is
regularly made available by public companies in more developed countries.
37. Rights of shareholders under Indian law may be more limited than under the laws of other
jurisdictions.
Our Company's Articles of Association and Indian law govern our Company's corporate affairs.
Legal principles relating to these matters and the validity of corporate procedures, Directors'
fiduciary duties and liabilities, and shareholders' rights may differ from those that would apply
to a company/body corporate in another jurisdiction. Shareholders' rights under Indian law may
not be as extensive as shareholders' rights under the laws of other countries or jurisdictions.
Investors may have more difficulty in asserting their rights as a shareholder than as a
shareholder of a corporation in another jurisdiction.
38. Investors may not be able to enforce a judgment of a foreign court against our Company.
Our Company is a limited liability company incorporated under the laws of India. Substantially
all of our Directors and executive officers are residents of India and a substantial portion of its
assets are located in India. As a result, it may not be possible for Investors to effect service of
process upon our Company or such persons outside India or to enforce judgments obtained
against such parties outside India.
42
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section
44A of the Civil Code on a statutory basis. Section 13 of the Civil Code provides that foreign
judgments shall be conclusive regarding any matter directly adjudicated upon except: (i) where
the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the
judgment has not been given on the merits of the case; (iii) where it appears on the face of the
proceedings that the judgment is founded on an incorrect view of international law or a refusal
to recognize the law of India in cases to which such law is applicable; (iv) where the
proceedings in which the judgment was obtained were opposed to natural justice; (v) where the
judgment has been obtained by fraud; or (vi) where the judgment sustains a claim founded on a
breach of any law then in force in India. Under the Civil Code, a court in India will, upon the
production of any document purporting to be a certified copy of a foreign judgment, presume
that the judgment was pronounced by a court of competent jurisdiction, unless the contrary
appears on record.
India is not a signatory to any international treaty in relation to the recognition or enforcement
of foreign judgments. Section 44A of the Civil Code provides that where a foreign judgment has
been rendered by a superior court, within the meaning of that Section, in any country or territory
outside India which the Government has by notification declared to be a reciprocating territory,
it may be enforced in India by proceedings in execution as if the judgment had been rendered by
the relevant court in India. However, Section 44A of the Civil Code is applicable only to
monetary decrees which are not of the same nature as amounts payable in respect of taxes, other
charges of a like nature or in respect of a fine or other penalties.
Some countries such as United Kingdom, Malaysia, Fiji, New Zealand, Singapore and Hong
Kong have been declared by the Government to be a reciprocating territory for the purposes of
Section 44A of the Civil Code. A judgment of a court of a country which is not a reciprocating
territory may be enforced in India only by a suit upon the judgment under Section 13 of the
Civil Code, and not by proceedings in execution. The suit must be brought in India within three
years from the date of the judgment in the same manner as any other suit filed to enforce a civil
liability in India. It is unlikely that a court in India would award damages on the same basis as a
foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court
would enforce foreign judgments if it viewed the amount of damages awarded as excessive or
inconsistent with public policy. A party seeking to enforce a foreign judgment in India is
required to obtain approval from the RBI to repatriate outside India any amount recovered and
any such amount may be subject to income tax in accordance with applicable laws.
39. Fluctuations in the exchange rate between the Rupee and the United States dollar could have
a material adverse effect on the value of the Equity Shares, independent of our Company's
operating results.
The Equity Shares are quoted in Rupees on the BSE and the NSE. Any dividends in respect of
the Equity Shares will be paid in Rupees and subsequently converted into US dollars for
repatriation. Any adverse movement in exchange rates during the time it takes to undertake such
conversion may reduce the net dividend to investors. In addition, any adverse movement in
exchange rates during a delay in repatriating outside India the proceeds from sale of Equity
Shares, for example, because of a delay in regulatory approvals that may be required for the sale
of Equity Shares may reduce the net proceeds received by shareholders.
The exchange rate between the Rupee and the U.S. dollar has changed substantially in the last
two decades and could fluctuate substantially in the future, that may have a material adverse
effect on the value of the Shares and returns from the Shares, independent of our Company's
operating results.
40. A third party could be prevented from acquiring control of our Company because of anti-
takeover provisions under Indian law.
There are provisions in Indian law that may discourage a third party from attempting to take
control of our Company, even if a change in control would result in the purchase of the Equity
Shares at a premium to the market price or would otherwise be beneficial to Investors. The
Takeover Code contains certain provisions that may delay, deter or prevent a future takeover or
43
change in control of our Company. Any person acquiring either "control" or an interest (either
on its own or together with parties acting in concert with it) in 15.00% or more of the Equity
Shares of our Company must make an open offer to acquire at least another 20.00% of the
outstanding Equity Shares of our Company. A takeover offer to acquire at least another 20.00%
of the outstanding Equity Shares of our Company (or a lower percentage in certain
circumstances) also must be made in the circumstances detailed in the chapter titled "Indian
Securities Market" of this Preliminary Placement Document. These provisions may discourage
or prevent certain types of transactions involving an actual or threatened change in control of
our Company.
41. Foreign Investors are subject to foreign investment restrictions under Indian law that limit
our Company's ability to attract foreign Investors, which may adversely impact the market
price of the Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between
non-residents and residents are freely permitted (subject to certain exceptions) if they comply
with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of
shares, which are sought to be transferred is not in compliance with such pricing guidelines or
reporting requirements or fall under any of the exceptions referred to above, then the prior
approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency
from India will require a no objection/tax clearance certificate from the income tax authority.
Our Company cannot assure Investors that any required approval from the RBI or any other
Government agency can be obtained on any particular terms or at all.
42. Your ability to sell your Equity Shares to a resident of India may be subject to delays if RBI
approval is required.
Under current Indian regulations and practice, approval of the RBI is required for the sale of
Equity Shares by a non-resident to a resident of India unless the sale is made on a stock
exchange in India through a stock broker or a merchant banker registered with SEBI at the
market price or in accordance with the terms of the pricing guidelines specified by the RBI in
case of an off-market transfer. The conversion of the Rupee proceeds from such sale into
foreign currency and the repatriation of that foreign currency from India also requires approval
of RBI. As foreign exchange controls are in effect in India, the RBI will approve the price at
which Equity Shares are transferred based on a specified formula and a higher price per Equity
Share may not be permitted. Approvals required from the RBI or any other government agency
may not be obtained on terms44favourable to a non-resident Investor or at all. Further, prior to
the repatriation of sale proceeds, a non objection/tax clearance certificate from the income tax
authority or the provision of an undertaking in the prescribed format along with a certificate
from an accountant would be required. We cannot guarantee that any approval will be obtained
in a timely manner or at all. Because of possible delays in obtaining requisite approvals,
Investors in the Equity Shares may be prevented from realizing gains during periods of price
increases or limiting losses during periods of price declines.
43. Conditions in Indian stock exchanges may affect the price or liquidity of our Equity Shares.
Indian stock exchanges have experienced problems that have affected the market price and
liquidity of the securities of Indian companies. These problems have included temporary closure
of the stock exchanges to manage extreme market volatility, broker defaults, settlement delays
and strikes by brokers. In addition, the governing bodies of Indian stock exchanges have from
time to time restricted securities from trading, limited price movements and imposed margin
requirements. Further, from time to time, disputes have occurred between listed companies and
Indian stock exchanges and other securities regulatory bodies that, in some case, have had a
negative effect on market sentiment. Similar problems could occur in the future, and if they do
they could negatively affect the market price and liquidity of our Equity Shares. For more
information on the securities market in India, please refer chapter titled "Indian Securities
Market" beginning on page 124 of this Preliminary Placement Document.
44
44. Holders of Equity Shares could be restricted in their ability to exercise preemptive rights
under the applicable securities of any relevant jurisdiction and could thereby suffer future
dilution of their ownership interest.
Under the Companies Act, any company incorporated in India must offer its holders of equity
shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain
their existing ownership percentages prior to the issuance of any new equity shares, unless the
pre-emptive rights have been waived by the adoption of a special resolution by holders of three-
fourths of the shares voted on such resolution, unless our Company has obtained Government
approval to issue without such rights. However, if the law of the jurisdiction that you are in does
not permit the exercise of such pre-emptive rights without us filing an offering document with
the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive
rights unless we make such filing. We may elect not to file an offering document in relation to
pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to
exercise pre-emptive rights granted in respect of the Equity Shares, your proportional interests
in us would be reduced.
45. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Shares.
Capital gains arising from the sale of our Shares are generally taxable in India. Any gain
realised on the sale of our Shares on a stock exchange held for more than 12 months will not be
subject to capital gains tax in India if the securities transaction tax (“STT”) has been paid on the
transaction. The STT will be levied on and collected by an Indian stock exchange on which our
Shares are sold. Any gain realised on the sale of our Shares held for more than 12 months to an
Indian resident, which are sold other than on a recognized stock exchange and as a result of
which no STT has been paid, will be subject to capital gains tax in India. Further any gain
realised on the sale of our Shares held for a period of 12 months or less will be subject to capital
gains tax in India. Capital gains arising from the sale of our Shares will be exempt from taxation
in India in cases where an exemption is provided under a treaty between India and the country
of which the seller is a resident. Generally, Indian tax treaties do not limit India’s ability to
impose tax on capital gains. As a result, residents of other countries may be liable for tax in
India as well as in their own jurisdictions on gains upon a sale of Equity Shares. However,
capital gains on the sale of our Shares purchased in the offering by residents of certain countries
will not be taxable in India by virtue of the provisions contained in the taxation treaties between
India and such countries.
46. An Investor will not be able to sell any of our Shares purchased in the offering other than on
a recognised Indian stock exchange for a period of 12 months from the date of issue of such
Shares.
Pursuant to the SEBI ICDR Regulations, for a period of 12 months from the date of the issue of
our Shares in the offering, Investors purchasing our Shares in the offering may only sell their
Shares on the BSE or the NSE and may not enter into any off-market trading in respect of their
Equity Shares. We cannot be certain that these restrictions will not have an impact on the price
of our Shares.
47. Our ability to pay dividends in the future will depend upon future earnings, financial
condition, cash flows, working capital requirements and capital expenditures.
The amount of our future dividend payments, if any, will depend upon our future earnings,
financial condition, cash flows, working capital requirements and capital expenditures. There
can be no assurance that we will be able to pay dividends. Additionally, we may be restricted by
the terms of our proposed debt financing to make dividend payments only after a certain time
period as will be agreed with the lenders.
EXTERNAL RISK FACTORS
48. We operate in highly competitive markets in which our performance could be affected if we
were unable to respond to rapid changes in the market, consumer preferences or other
competitive factors.
45
Our businesses are in highly competitive sectors and we face competition on a local, regional,
national and international level. Although barriers to entry are high in a number of our
businesses, we face additional competition from new entrants and from our existing customers
who are becoming more involved in sourcing to satisfy their own supply requirements.
Maintaining or increasing our market share will depend upon our ability to anticipate and
respond to various competitive factors affecting our business segments, including our ability to
improve our processes, responding to pricing strategies of our competitors and adopting new
technology efficiently.
49. A significant change in the Central and State Governments' economic liberalization and
deregulation policies could disrupt our Company's business.
In the recent years, India has been following a course of economic liberalization and our
Company's business could be significantly influenced by economic policies adopted by the
Government.
The Government of India has at various times announced its general intention to continue
India's current economic and financial liberalization and deregulation policies. However,
allegations of corruption and protests against privatizations, which have occurred in the past,
could slow the pace of liberalization and deregulation. The rate of economic liberalization could
change, and specific laws and policies affecting foreign investment, currency exchange rates
and other matters affecting investment in India could change as well.
The Government has traditionally exercised and continues to exercise influence over many
aspects of the economy. Our Company's business and the market price and liquidity of its
Equity Shares may be affected by interest rates, changes in Government policy, taxation, social
and civil unrest and other political, economic or other developments in or affecting India.
A change in Government's policies in the future could adversely affect business and economic
conditions in India and could also adversely affect our Company's financial condition and
results of operations. A significant change in India's economic liberalization and deregulation
policies could disrupt business and economic conditions in India generally, and specifically
those of our Company, as substantially all of our Company's assets are located in India.
50. Fluctuation of the Rupee against foreign currencies may have an adverse effect on our
results of operations.
While we report our financial results in Indian rupees, portions of our total income and expenses
are denominated, generated or incurred in currencies other than Indian rupees. Further, we incur
expenditures and also procure same materials in foreign currencies, such as the US dollar and
Euro. To the extent that our income and expenditures are not denominated in Indian rupees,
exchange rate fluctuations could affect the amount of income and expenditure we recognize.
Further, our future capital expenditures may be denominated in currencies other than Indian
rupees. Therefore, a decline in the value of the Indian rupee against such other currencies could
increase the Indian rupee cost of servicing our debt or making such capital expenditures. The
exchange rate between the Indian rupee and various foreign currencies has varied substantially
in recent years and may continue to fluctuate significantly in the future.
51. Political instability or changes in the Government of India could adversely affect economic
conditions in India generally and our business in particular.
The Government of India has traditionally exercised and continues to exercise a significant
influence over many aspects of the economy. Our business, and the market price and liquidity of
our shares, may be affected by interest rates, changes in Government policy, taxation, social and
civil unrest and other political, economic or other developments in or affecting India. Since
1991, successive Indian governments have pursued policies of economic liberalisation and
financial sector reforms. The Government of India has announced its general intention to
continue India’s current economic and financial sector liberalisation and deregulation policies.
46
However, there can be no assurance that such policies will be continued and a significant
change in the Government of India’s policies in the future could affect business and economic
conditions in India and could also adversely affect our business, prospects, financial condition
and results of operations.
52. Political instability or changes in the Middle East countries where we may have operations or
projects would adversely affect the relevant operations/projects.
We have executed projects in the past in UAE UAE has its own government and political
regime, economic policies and social set which may differ significantly from that of India.
Execution of contracts in UAE would be subject to the risks arising from unfamiliarity with the
political, economic and social set up of these countries, as also any changes in same, which may
adversely affect the execution of projects in countries outside India, lead to cost overruns in
those projects and which could have a material adverse effect on our overseas
operations/projects, consequently adversely impacting our business, prospects, financial
condition and results of operations.
53. A slowdown in economic growth in India could cause our business to suffer.
Our performance and the quality of growth of our business are necessarily dependent on the
health of the overall economies in which we operate or expect to operate. Our Company, the
market price and liquidity of our Equity Shares, may be adversely affected by fluctuations in
foreign exchange rates and controls, interest rates, changes in Government policy, taxation,
social and civil unrest and other negative political developments like any abrupt change in the
Central or any State Government wherever we have business interests, etc., economic
developments like very high rate of inflation, slow down in growth, decrease in foreign
investments, etc. or other developments in or affecting India. Particularly slow down in
economic growth may make the Governments spend relatively less on agriculture and
agricultural growth is also linked to overall economic growth. Such developments may
ultimately be unfavourable to our Company’s business.
54. Any downgrading of India’s debt rating by a domestic or international rating could have a
negative impact on our business.
Any adverse revisions to India’s credit ratings for domestic and international debt by domestic
or international rating agencies may adversely impact our ability to raise additional financing,
and the interest rates and other commercial terms at which such additional financing is
available. This could have a material adverse effect on our business and financial performance,
ability to obtain financing for capital expenditures and the price of the Equity Shares.
55. Financial instability in other countries could disrupt Indian markets and our Company's
business and cause volatility in our Equity Share prices.
The Indian financial markets and the Indian economy are influenced by economic and market
conditions in other countries. Although economic conditions are different in each country,
investors' reactions to developments in one country can have adverse effects on the securities of
companies in other countries, including India. A loss of Investor confidence in the financial
systems of other emerging markets may cause volatility in Indian financial markets and,
indirectly, in the Indian economy in general. Any worldwide financial instability could also
have a negative impact on the Indian economy. This in turn could negatively impact the
movement of exchange rates and interest rates in India.
Accordingly, any significant financial disruption could have an adverse effect on our Company's
business, future financial performance and price of the Equity Shares.
56. We cannot guarantee the accuracy of facts and other statistics with respect to India, the
Indian economy and the polyester textile manufacturing sector contained in this Preliminary
Placement Document.
47
Facts and other statistics in this Preliminary Placement Document relating to India, the Indian
economy and polyester textile manufacturing sector have been derived from various government
publications and obtained in communications with various Indian government agencies that we
believe to be reliable. However, we cannot guarantee the quality or reliability of such source of
materials. While our directors have taken reasonable care in the reproduction of the information,
they have not been prepared or independently verified by us, the BRLM or any of our or its
respective affiliates or advisers and, therefore, we make no representation as to the accuracy of
such facts and statistics, which may not be consistent with other information compiled within or
outside India. These facts and other statistics include the facts and statistics included in the
chapter titled “Risk Factors”, Industry Overview” and “Our Business”. Due to possibly flawed
or ineffective collection methods or discrepancies between published information and market
practice and other problems, the statistics herein may be inaccurate or may not be comparable to
statistics produced for other economies and should not be unduly relied upon. Further, there is
no assurance that they are stated or compiled on the same basis or with the same degree of
accuracy as may be the case elsewhere. In all cases, Investors should give consideration as to
how much weight or importance they should attach to or place on such facts or statistics.
57. Terrorist attacks and other acts of violence or war involving India or other countries could
adversely affect the financial markets, result in loss of client confidence, and adversely affect
our business, financial condition and results of operations.
Some parts of India have experienced communal disturbances, terrorist attacks and riots during
recent years. If such events recur, our operational and marketing activities may be adversely
affected, resulting in a decline in our income.
The Asian region has from time to time experienced instances of civil unrest and hostilities
among neighbouring countries. Hostilities and tensions may occur in the future and on a wider
scale. Events of this nature in the future, as well as social and civil unrest within other countries
in Asia, could influence the Indian economy and could have a material adverse effect on the
market for securities of Indian companies, including our Equity Shares. Such acts could
negatively impact business sentiment as well as trade between countries, which could adversely
affect our Company’s business and profitability.
Also, India, the United States or other countries may enter into armed conflict or war with other
countries or extend pre-existing hostilities. Military activity or terrorist attacks could adversely
affect the Indian economy by, for example, disrupting communications and making travel more
difficult. Such events could also create a perception that investments in Indian companies
involve a higher degree of risk. This, in turn, could adversely affect client confidence in India,
which could have an adverse impact on the Indian economy, on the markets for our products
and services and on our business. Additionally, such events could have a material adverse effect
on the market for securities of Indian companies, including the Equity Shares.
58. Natural calamities could have negative impact on the Indian economy and cause our
business to suffer.
India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in
recent years. The extent and severity of these natural disasters determine their impact on the
Indian economy. Prolonged spells of abnormal rainfall or other natural calamities could have a
negative impact on the Indian economy, which could adversely affect our business, prospects,
financial condition and results of operation as well as the price of the Equity Shares.
48
USE OF PROCEEDS
The proceeds of the Issue are estimated to be approximately Rs. [●] million, before deducting the Issue
expenses. The net Issue proceeds, after deducting Issue expenses, are estimated to be approximately
Rs. [●] million. The proceeds of the Issue will be used in compliance with applicable laws.
Subject to compliance with applicable laws and regulations, we intend to use the net proceeds received
from the Issue towards capital expenditure, business expansion, additional working capital
requirements, investment in subsidiaries and general corporate purposes.
In accordance with the policies instituted by our Board of Directors, our management will have the
flexibility in deploying the Issue proceeds for the purposes mentioned above. Further the Issue
proceeds may also be utilised for general corporate purposes and meeting Issue expenses. Pending
utilisation for the purposes described above, we intend to temporarily invest the Issue proceeds in
creditworthy instruments, including money market mutual funds and deposits with banks. Such
investments would be in accordance with the investment policies as approved by our Board from time
to time.
49
CAPITALISATION
Our Board of Directors have approved the Issue at their meeting held on October 28, 2009. Our
shareholders, pursuant to a resolution passed at the EGM held on March 05, 2010 have also approved
the Issue. Upon the completion of the Issue, our Board of Directors or a committee thereof shall pass a
resolution authorising the Allotment of the Equity Shares in accordance with the terms of the Issue.
The following table shows, as at March 31, 2010, our Company's actual capitalisation on consolidated
basis as adjusted for the Issue.
This table should be read in conjunction with the financial statements and the related notes, the chapter
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
other financial statements and information contained elsewhere in this Preliminary Placement
Document.
The information set out below has been prepared in accordance with Indian GAAP.
(Rs. in million)
As at March 31, 2010
Pre-Issue Post Issue *
SHAREHOLDERS' FUNDS
Equity Shares of face value of Re.10 each 622.4 [●]
Fresh Issue for QIP [●] [●]
Reserves and Surplus 8,117.3 [●]
Less: Miscellaneous expenditure not written off NIL [●]
Additional Share Premium on fresh issue for QIP - [●]
Total Shareholders' Funds (A) 8,739.7 [●]
LOAN FUNDS
Secured Loans 9161.3
Unsecured Loans 4482.3
Total Debt (B) 13643.6
Total Debt / Equity Ratio 1.56
*All the details post QIP are as on [●].
Notes:
• As at March 31, 2010, 62,242,448 Equity Shares of Rs. 10.00 each were issued and outstanding.
• Our Company has issued 3,450 Foreign Currency Convertible Bonds in the year 2005- 2006
and the same are convertible into 17,537,500 Equity Shares of Rs. 10.00 each as of March 31,
2010. On August 23, 2010 the Committee of Board of Directors for FCCB conversion of our
Company, consented to conversion of 700 FCCBs and issuance of 3,558,333 equity shares in
favour of the bondholders. As on the date of this Preliminary Placement Document there are no
outstanding FCCBs.
• Our Subsidiary, JBF Global Pte Limited has availed a single currency term loan facility of upto
USD 30,000,000.00 from Standard Chartered Bank, Singapore vide offer letter dated August 16,
2010. As on the date of this Preliminary Placement Document, JBF Global Pte Limited has
drawn down the entire amount sanctioned by this facility. The same is secured by a standby
letter of credit for USD 30,000,000.00 being issued by Standard Chartered Bank, India to our
Company for a tenor of 58 months. The letter of credit issued by Standard Chartered Bank,
India is inturn secured by the creation of pari- passu charge on movable and immovable fixed
assets of our Company in favour of Standard Chartered Bank, India. As on the date of this
Preliminary Placement Document, our Company has not executed any documents or made any
filings with the Registrar of Companies, Mumbai towards securing the letter of credcit issued by
Standard Chartered Bank, India.
50
MARKET PRICE INFORMATION
The Equity Shares are listed on the BSE and the NSE. The Equity Shares were first listed on the BSE
on August 26, 1986 and the NSE on February 25, 2004. The Equity Shares of our Company were also
listed on the Calcutta Stock Exchange in the year 1986. Our Company has since applied for voluntary
delisting from the Calcutta Stock Exchange several times, the most recent application having been
made on January 19, 2005. However, we have not received any intimation from the Calcutta Stock
Exchange in this regard.
The table set forth below is for the periods that indicate the high and low prices of the Equity Shares
and also the volume of trading activity.
1. The high, low and average market prices of our Equity Shares during the preceding three FYs:
BSE
Year Date High Volume Date Low Volume on Average price
ending (Rs.) on date date of low for the year
March of high (No. of Equity (Rs.)
31 (No. of Shares)
Equity
Shares)
2008 January 03, 208.45 52353 April 02, 97.45 15051 148.57
2008 2007
2009 April 24, 134.30 86259 December 26.95 33031 70.94
2008 26, 2008
2010 January 18, 122.15 220214 April 01, 32.65 50159 87.55
2010 2009
(Source: www.bseindia.com)
NSE
Year Date High Volume Date Low Volume on Average price
ending (Rs.) on date of date of low for the year
March high (No. (No. of Equity (Rs.)
31 of Equity Shares)
Shares)
2008 January 03, 207.90 70839 April 02, 97.25 15771 148.58
2008 2007
2009 April 24, 134.15 123841 December 26, 26.85 55238 70.84
2008 2008
2010 January 18, 121.85 276572 April 01, 32.95 32502 87.53
2010 2009
(Source: www.nseindia.com)
2. Monthly high and low prices of our Equity Shares for the six months preceding the date of filing
BSE
Month Date High (Rs.) Volume Date Low Volume on Average
on date of (Rs.) date of low for the
high (No. (No. of month
of Equity Equity (Rs.)
Shares) Shares)
March, March 29, 118.40 505822 March 02, 100.55 47171 107.66
2010 2010 2010
April, April 23, 160.95 859912 April 05, 123.95 367854 141.18
2010 2010 2010
May, 2010 May 03, 160.35 280883 May 25, 126.80 51704 140.26
2010 2010
June, 2010 June 23, 148.35 327482 June 01, 134.85 58219 139.74
2010 2010
July, 2010 July 28, 148.75 1770407 July 21, 136.10 13780308 141.45
2010 2010
51
Month Date High (Rs.) Volume Date Low Volume on Average
on date of (Rs.) date of low for the
high (No. (No. of month
of Equity Equity (Rs.)
Shares) Shares)
August, August 24, 153.9 1169847 August 03, 134,25 244067 144.05
2010 2010 2010
NSE
Month Date High Volume on Date Low Volume on Average
(Rs.) date of (Rs.) date of low price for
high (No. (No. of the
of Equity Equity month
Shares) Shares)
March, 2010 March 29, 118.75 937363 March 02, 100.50 89384 107.73
2010 2010
April, 2010 April 23, 160.70 1496238 April 05, 123.90 713533 141.29
2010 2010
May, 2010 May 03, 160.20 330597 May 25, 126.20 84215 140.36
2010 2010
June, 2010 June 23, 148.15 445755 June 01, 134.50 106860 139.77
2010 2010
July, 2010 July 28, 148.70 3053914 July 30, 136.60 482837 141.72
2010 2010
August, August 24, 153.9 1160325 August 03, 134 363371 144.11
2010 2010 2010
• Market Price on the first working day following the Board Meeting approving the Qualified
Institution Placement on June 4, 2009, and after the approval of the members by on June 26,
2009:
BSE
Date Open High Low Close Traded volume Turnover (Rs. In

(No. of shares) million)
June 07, 2010 136.05 140.90 133.00 138.35 390811 54.24
June 28, 2010 140.60 146.40 140.10 144.50 42087 6.06
NSE
Date Open High Low Close Traded volume Turnover (Rs. In

(No. of shares) million)
June 07, 2010 135.90 140.85 131.50 137.75 247057 34.13
June 28, 2010 141.90 146.40 141.40 144.40 101173 14.62
• The following tables set forth the details of the volume of business transacted during the last six
months on the BSE and the NSE.
Month BSE (Rs. in million) NSE (Rs. in million)

March, 2010 406.50 608.15
April, 2010 1435.02 2121.46
May, 2010 442.68 605.06
June, 2010 256.96 334.97
July, 2010 153.15 132.37
August 2010 1596.93 2552.02
(Source: www.bseindia.com and www.nseindia.com)
52
DIVIDEND POLICY
Under the Companies Act, unless the Board of directors of a company recommends payment of
dividend, the shareholders at a general meeting have no power to declare any dividend. The
shareholders at a general meeting may declare a lower, but not higher, dividend than that recommended
by the board. Dividends are declared on a per-share basis of a company's shares. The dividend
recommended by the board and approved by the shareholders at a general meeting is distributed and
paid to shareholders in proportion to the paid-up value of their shares as on the record date for which
such dividend is payable. In addition, as is permitted by the Articles of Association of our Company,
our Board may declare and pay interim dividends. Under the Companies Act, dividends can only be
paid in cash to shareholders listed on the register of shareholders on the date, which is specified as the
"record date" or "book closure date". No shareholder is entitled to a dividend while any lien in respect
of unpaid calls on any of his shares is outstanding.
Our Company has paid / declared the following dividend on Equity Shares in the four (4) years ending
March 31, 2009. The following table sets forth the cash dividends paid / declared on the Equity Shares
during each of the financial years indicated:
Amount of dividend declared

Face value Rs. per Equity (exclusive of tax)
Fiscal Rate
(Re.) Share (Rs. in million)
2005-06 10.00 2.00 98.0 20%

2006-07 10.00 2.25 122.3 22.50%
2007-08 10.00 1.50 93.4 15%
2008-09 10.00 5.00 311.2 50%
The form, frequency and amount of future dividends on the Equity Shares will depend upon our
Company's earnings, cash flow, financial condition and other factors and shall be at the discretion of
our Board of Directors and subject to approval of the shareholders of our Company.
Our Company declares dividends, which are recommended by our Board and approved by our
shareholders. Our Board may declare and pay an interim dividend. No dividend may be paid except out
of its profits in accordance with Section 205 of the Companies Act.
Future Dividends
There is no assurance that any future dividends will be declared or paid or that the amount thereof will
not be decreased.
53
INDUSTRY OVERVIEW
The information presented in this chapter has been obtained from publicly available documents from
various sources, including officially prepared materials from the Government of India and its various
ministries, industry websites and publications and Company estimates. Industry websites and
publications generally state that the information contained therein has been obtained from sources
believed to be reliable but their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Although we believe industry, market and government data used in this Preliminary
Placement Document is reliable, it has not been independently verified. Similarly, internal Company
estimates, while believed by us to be reliable, have not been verified by any independent agencies.
Our Company primarily manufacture Polyester Chips, POY, PFY and specialised yarns and our
Subsidiary inter-alia manufactures Polyester Films. Our products cater to the following industries:
• Textile manufacturing industry

• PET Bottle manufacturing industry
• Polyester Film manufacturing industry
TEXTILE INDUSTRY
The polyester textile manufacturing industry involves the following stages:
• Manufacture of Polyester Chips from PTA (Purified Terephthalic Acid) and MEG (Mono-
Ethylene Glycol);
• Manufacture of POY and PFY and other specialized yarns from Polyester Chips
• Manufacture of fabric from yarns;
• Manufacture of garments from the fabrics.
Textile-grade polyester chips are used for making the Polyester Filament yarn like POY, FDY and
staple fibre. Our products cater primarily to the following sectors of the polyester textile manufacturing
industry:
(i) POY manufacturing entities;

(ii) PFY and specialized yarns manufacturing entities; and
(iii) Manmade textiles manufacturing entities.
Indian Textile Industry is a major contributor in revenues earned from exports. After the period of
slowdown in year 2008, the Indian textile industry has made a sharp recovery. A strong domestic
market and timely Government intervention helped the Indian textile industry to overcome the
slowdown effect. The growth in domestic demand for fabric will be led by the rising income levels and
increased growth in rural spending on textile products.
54
PFY AND POY INDUSTRY
Global scenario:
World Polyester Filament Supply/Demand
Thousand Tons Operating Rate
40000 80%
35000 70%
7.3%
30000 60%
7.7%
7.9%
25000 8.1% 50%
8.1%
10.4%
20000 12.8% 6.3% 40%
-4.2%
7.2%
4.8%
15000 30%
10000 20%
5000 10%
0 0%
200 200 200 200 200 201 201 201 201 201 201
5 6 7 8 9 0 1 2 3 4 5
World Capacity (4.4/5.4) 24367 25218 26086 27286 28489 30225 32914 34386 35191 36887 39397
World Dom. Demand (6.4/7.8) 14718 15780 17802 17056 18137 20026 21658 23419 25272 27216 29196
World Op Rate 61% 63% 69% 63% 64% 67% 66% 69% 73% 75% 75%
** Numbers in parentheses represent Average Annual Growth Rates from 2005-2010/2010-2015 **
Source: CMAI-World Terephthalates & Polyester Analysis - 2011)
The global demand for PFY has risen from 14718 thousand tonnes in the year 2005 to 18137 thousand
tonnes in the year 2009 showing a robust demand in growth. The demand for the product fell by 4.2 %
owing to the slowdown at the global level in the year. Though the slowdown made its impact on the
sector but there was a rapid recovery for the demand of PFY which reflected a positive annual demand
growth rate of 6.3% in the year 2009. The current year is witnessing a further increase in the demand
and global PFY demand is expected to show an annual average growth rate of 7.8% for the period
2010-2015.
The global capacity of PFY has been consistently increasing from 24,367 thousand tonnes in the year
2005 to 28489 thousand tonnes in the year 2009.The global PFY manufacturing capacity has shown a
CAGR of 6.4% for the period 2005-2010.The annual capacity addition in the sector are projected to
grow at a CAGR of 5.4% for the period 2010-2015.The expected capacity in the year 2015 is 39,397
thousand tonnes.
Indian Scenario:
(UOM= Kilo tonnes)

Polyester
Filament 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Capacity 1732 1975 2322 2380 2504 2763 2896 3123 3793 4293 4933
Production 1139 1398 1651 1683 2011 2249 2467 2720 3050 3409 3734
Demand 1194 1404 1593 1613 1959 2187 2381 2632 2958 3320 3668
(Source: CMAI-World Terephthalates & Polyester Analysis - 2011)
There has been a constant increase in demand for PFY in the domestic market .The PFY demand has
grown from1,194 kilo tonnes in the year 2005 to 1959 kilo tones in the year 2009. The domestic
demand has growth at a CAGR of 13.18% for the period 2005-2009.The demand is expected to grow at
a CAGR of 10.9% for the period 2010-2015.
55
The production capacity of PFY has grown from 1732 kilo tonnes in the year 2005 to 2322 kilo tonnes
in the year 2007. However, the production capacity marginally increased up to 2380 kilo tonnes in the
year 2008. The production capacity has shown a CAGR of 15.27% for the period 2005-2009.The
production capacity for PFY is expected to increase gradually upto 4933 kilo tonnes till the year 2015.
The production level of PFY has grown from 1139 kilo tonnes in the year 2005 to 2011 kilo tonnes in
the year 2009. The production level for PFY is estimated to increase gradually upto 3734 kilo tonnes
till the year 2015.
PET BOTTLE MANUFACTURING INDUSTRY
The Bottle grade chips are used in Mineral Water Bottle grade and CSD grade (soda grade) varieties,
distilled water, drinking water, flavoring and candy containers, PET sheet material.
Global Scenario:
The global demand for PET bottle resin has increased from 11,815 thousand tonnes in the year 2005 to
14560 KT in the year 2009 The global PET demand is expected to show an average annual growth rate
of 5.4% for the period 2005-2010. In the recent years the PET demand showed a negative growth in the
year 2008 when it dropped by 0.8% owing to the slowdown at the global level Though the slowdown
made its impact on the sector but there was a recovery for the demand of PET bottle resin which
reflected an increase in demand and PET Chips showed an increase of 2.2% in the demand for the year
2009. The global demand for PET bottle resin is projected at a steady CAGR of 5.8% approximately
for the period 2010-2015.
The global capacity for production of PET bottle resin has been consistently increasing from 14053
thousand tonnes in the year 2005 to 18432 thousand tonnes in the year 2009. The production capacity
is estimated to gradually increase upto 25,034 thousand tonnes by the year 2015.
56
Indian Scenario:
(UOM= Kilo tonnes)

PET 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Capacity 531 571 563 651 763 763 763 763 963 1188 1188
Production 438 475 498 580 670 618 673 698 738 852 968
Demand 121 149 197 248 284 346 421 513 612 731 860
Indian Markets have shown an increase in the demand for PET chips owing to growth in FMCG
Sector. The demand for PET bottle resins has grown from 121 kilo tonnes in the year 2005 to 284
kilo57tonnes in the year 2009.The demand for the PET chips is expected to grow in the year 2010 to
346 kilo57tonnes. The PET chips demand is expected to increase to 860 kilo tonnes by the year 2015
showing a CAGR of 19.97% for the period 2010-2015.
The production capacity of PET bottle resins has grown from 531 kilo tonnes in the year 2005 to 670
kilo tonnes in the year 2009. The Production capacity has been steadily growing with the increasing use
of PET chips in the packaging in the FMCG Sector. The PET Chips (Bottle Grade) capacity has grown
from 531kilo tonnes in 2005 to 763 kilo tonnes in 2009.The production capacity for PET bottle resins
is expected to increase upto 1,188 kilo tonnes by the year 2015.
The production level of PET bottles resins has been increasing from 438 kilo tonnes in the year 2005 to
670 kilo tonnes in the year 2009.The production level for PET bottle resins is estimated to increase
upto 968 kilo tonnes by the year 2015.
POLYESTER FILM INDUSTRY
Polyester film is manufactured from Polyethylene Terephthalate Chips. The applications of film grade
PET chips are printing and lamination, metallization, embossing, holograms, thermal lamination, etc.
Global Scenario:
The global demand for PET films has increased from 1,795 thousand tonnes in the year 2005 to 2047
thousand tonnes in the year 2009. Due to the global recession in the year 2008 the demand stagnated at
these levels. The global demand is expected to show an uptick in the year 2010 and the demand is
57
expected to be at 2133 thousand tons. The demand for PET films is projected at an average annual
growth rate of 7.6% for the period 2010 to 2015.
The global capacity for production of PET films has been consistently increasing from 2,213 thousand
tonnes in the year 2005 to 2,659 thousand tonnes till the year 2010. However, the production capacity
is estimated to increase upto 3,289 thousand tonnes by the year 2015.
Indian Scenario:
(UOM= Kilo tonnes)
Polyester Films 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Capacity 298 298 298 319 319 373 433 463 523 583 613
Production 230 260 260 260 260 325 375 414 440 499 553
Demand 120 135 170 165 200 245 290 344 395 454 508
(Source: CMAI- World Terephthalates & Polyester Analysis - 2011)
The demand for PET films has risen from 120 kilo tonnes in the year 2005 to 200 kilo tonnes in the
year 2009. The demand for PET films is expected to be at 245 kilo tonnes for the year 2010. A gradual
increase is expected to take the demand to508 kilo tonnes by the year 2015.
The domestic production capacity of PET films has been almost constant from the year 2006 to 2009.
The production capacity for the current year 2010 is 373 kilo tonnes. The production capacity for PET
films is expected to increase upto 613 kilo tonnes till the year 2015.
The production level for PET films was 230 kilo tonnes in the year 2005 which marginally increased to
260 kilo tonnes in the year 2006. The production level has remained constant till the year 2009 which is
expected to increase to 325in the year 2010. The production level for PET films is expected to increase
by 553 kilo tonnes till the year 2015.
58
BUSINESS
This chapter contains certain statistical information on the Indian and global Polymer Chip/ PFY/
POY manufacturing industry and the Indian economy. None of us, the BRLM or any other person
connected with the Issue has independently verified this information. Industry sources and publications
generally state that the report has been published for general information purposes and that the
information contained therein has been obtained from sources generally believed to be reliable, but
their accuracy, completeness and the underlying assumptions are not guaranteed and their reliability
cannot be assured and accordingly, investment decisions should not be based on such information.
Several reports also expressly disclaim legal responsibility and liability of the person / organization
preparing the report for any loss or damage resulting from the contents of such reports. Accordingly,
we and the BRLM do not take any responsibility for the data, projections, forecasts, conclusions or any
other information contained in this chapter. Certain information contained herein pertaining to periods
prior to the date of Preliminary Placement Document is presented in the form of estimates as they
appear in the respective reports/ source documents. The actual data for those years may vary
significantly and materially from the estimates so contained. . The information contained in this
chapter must be read in conjunction with chapters titled “Risk Factors”, “Industry and Market Data”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” at
page 33, 13 and 75, respectively of this Preliminary Placement Document.
Our Company
We are also amongst the top five (5) producers of PFY in India.
(Source: The Office of the Textiles Commissioner.)
laws. For further details please refer to section titled “Manufacturing Unit” on page 67 of this
Our Subsidiary, JBF RAK, commands about 60% of the market share in GCC countries for PET chips.
59
Set out below is a graphic representation of our manufacturing capacity as on March 31, 2010:
Int’l Ops: PET Chips & Films
Indian Operations: Polymer Chips and Yarn

CVC
67%
Sarigam Unit
Poly Chips: 324,000 MT
PET Chips: 108,000 MT
33%
JBF Global Pte
Singapore
Silvassa
Poly Chips: 118,800 MT; POY+FDY: 201,200 MT JBF RAK, UAE
Specialty Yarn: 13,420 MT PET Chips: 360,000 MT;
PET Films: 66,000 MT
FY 2008 to FY 2010.
Our Strengths
industry leader:
PFY, POY, Bottles and various other products. Our Company’s Polymer Chip production facility
is the largest in India with a production capacity of 550,800 metric tonnes per annum. A
substantial portion of the Polyester Chips manufactured are utilised for in-house production and
the rest are sold to third- party manufacturers of PFY and POY. We have established ourselves as
one of the leading integrated manufacturers of polyester intermediates and yarn in India. Our
Company is also one of the most cost- efficient producers of PFY/ POY in India with an EBITDA
margin of 10.35%.
timelines. This has, inter alia, contributed to six times increase in our turnover, which stood at Rs.
8,388.3 million in the financial year 2005-06 and now it has come up to Rs. 50,960.9 million in the
financial year 2009-10, over the last five (5) years.
60
We command premium pricing for these specialised products in comparison to the pricing of
textile-grade polyester chips as some of these specialised products are qualitatively superior to
textile-grade polyester chips and enhance the quality of the finished/ end product. Such premium
pricing would have a positive impact on our margins.
terms of importing and exporting raw materials and finished products. The location of our
manufacturing units is also such that 80% of our customers are located in a 30 kilometer radius
from our manufacturing unit. Our Company’s manufacturing units are also in close proximity to
the city of Mumbai. Furthermore, the locations of our manufacturing units in India as well as in the
UAE give our Company certain tax advantages (on a consolidated basis). For further details,
please refer to the chapters titled “Statement of Tax Benefits” on page 134 of this Preliminary
Placement Document.
of 46.23%.
further. Our Company also has strong working capital management skills, which give our
Company an edge over our competition.
sizeable portion of its revenue from repeat business is indicative of this strength. Our Company’s
sales teams leverage our long- term relationships to work collaboratively with our customers.
respective fields and are valuable assets to the functioning of our Company. Our management
team, led by Mr. Bhagirath C. Arya, is critical to the functioning of our Company and to the
implementation of our Company’s business strategies. For further details, please refer to the
chapter titled “Board of Directors and Key Managerial Personnel” on page 93 of this Preliminary
Placement Document.
existing manufacturing units. Our Board of Directors in the financial year 2008-09 had approved
61
the expansion of our Saily Plant which manufactures Fully Drawn Yarn and other polyester yarns.
The capacity of the plant as on March 31, 2010 was 13,200 metric tonnes and after expansion the
capacity increased by 72,000 metric tonnes per annum. The expansion was commissioned in
August, 2010. Prior to that, in the financial year 2006 - 07, our Company at its Sarigam Plant
erected a Textile grade Polyester Chips plant with an annual production capacity of 216,000 metric
tonnes. This plant also produces other variety of chips such as bottle grade, bright, film grade, etc.
The capacity of this plant has since been expanded further and the unit at present can manufacture
432,000 metric tonnes of Polyester Chips. During the financial year 2006-07, we commissioned a
POY manufacturing unit with a capacity of 90,000 metric tonnes of POY at our Athola Plant. The
capacity of this plant has since been expanded further and the unit at present can manufacture
155,000 metric tonnes of POY.
tonnes per annum PTA plant at Oman as a joint venture. Once established we will be only the
second company in India capable of producing this raw material for captive consumption. This
would also reduce our Company’s dependence on suppliers of PTA.
SWOT Analysis
STRENGTHS WEAKNESSES
(I) Major share of the Polyester Chips Market; (I) Low profile player in the market;
(II) Ability to produce various grades of Chips; (II) In the commodity market, it is difficult to alter the bulk-
production prices as the prices of our products are governed
(III) Almost 40% captive consumption of Polyester Chips for by competitive factors; and
the production of POY and FDY;
(III) Major dependence on imports of MEG as local supplies of
(IV) Manufacturing units in locations close to consumer the same are not available. This renders our Company
markets; and susceptible to foreign currency fluctuations.
(V) Ability to set up projects within budgeted costs and time.
OPPORTUNITIES THREATS
(I) Good potential for strategic alliances with any entity for (I) Heavy imports in India of chips and POY at rates
production of PTA and MEG as captive consumption tantamount to dumping from countries such as China; and
opportunity exists; and
(II) Expansion activities being undertaken by competitors in
(II) With adequate supply of Polyester Chips, the possibility the industry for the production of Polyester Chips.
of VAP production exists with additional capacities in
downstream products based on Polyester Chips.
62
Key Events
The following are the major events in the history of our Company:
Year Key Events

1982 Our Company is incorporated as “JBF Synthetics Private Limited”
1986 Our Company makes an initial public offering of its Equity Shares. Our Company is listed on the BSE,
Calcutta Stock Exchange, Madras Stock Exchange and Delhi Stock Exchange.
1987 Our Company makes an issuance of 200,000 14% secured redeemable convertible debentures of Rs.
150.00 each for cash at par.
1989 Our Company makes an issuance of 204,750 secured fully convertible debentures of Rs. 180 each on
rights basis.
Our Company makes a public issue of 195,250 secured fully convertible debentures of Rs. 180 each for
cash at par.
1992 Our Company makes a public issue of 2,539,750 secured fully convertible debentures of Rs. 100 each
for cash at par.
Our Company makes an issuance of 1,060,625 secured fully convertible debentures of Rs. 100 each on
rights basis.
1996 Our Company establishes its manufacturing unit at Survey Number 273, Village Athola, Silvassa,
Dadra & Nagar Haveli, India.
Our Company enters the segment of POY production with a unit of capacity 18,000 MT
1999 Our Company increases its POY production capacity to 36,000 MT.
2004 Our Company’s Equity Shares are listed on the NSE.
2004- Our Company applies for voluntary delisting of its Equity Shares from the Calcutta Stock Exchange
2005 and Delhi Stock Exchange.
2004- Our Company’s Equity Shares are delisted voluntarily from the Delhi Stock Exchange and Madras
2005 Stock Exchange.
2005 CVC and IL&FS Private Equity Trust invest in our Company, to partly fund our Company’s capital
expenditure requirements.
Our Company makes an issuance of 3,450 Foreign Currency Convertible Bonds.
Our Company enters into a joint venture agreement with Ras Al Khaimah Investment Authority to set
up a world scale PET Polymer Resins Plant in the Emirates of Ras Al Khaimah. Our Subsidiary, JBF
RAK LLC is incorporated in this regard.
2006 Our Company establishes its manufacturing unit at Plot Numbers 11 and 215 – 231, Sarigam GIDC
Industrial Area, Taluka Umbergaon, District Vapi, Gujarat, India.
2007- Our Company acquires manufacturing unit at 156/2, Village Saily, Saily- Rakholi Road, Dadra &
2008 Nagar Haveli, Silvassa, India from Microsynth Fabrics (India) Limited vide order dated October 23,
2008 passed by Hon’ble High Court of Judicature at Bombay. Microsynth Fabrics (India) Limited
amalgamates with our Company with the effect from April 01, 2007.
2007- Our Company transfers shareholding in JBF RAK LLC to its Subsidiary JBF Global Pte Limited.
2008
2010 Our Company makes an issuance of 5,000 11.15% secured taxable redeemable non-convertible
debentures in the form of Separately Transferable Redeemable Principal Parts of face value of Rs.
100,000/- each of the aggregate nominal value of Rs. 500,000,000/- for cash at par on private
placement basis.
Our Products
We primarily produce Polyester Chips and products obtained from the processing of Polyester Chips,
being POY, PFY, Specialty Yarns and other VAPs.
63
Polyester Chips
PRODUCTION PROCESS - CHIPS
PTA MEG
Esterification 1
Esterification 2
Polycondesation 1
Polycondesation 2
Finisher
Chips
Manufacturing Process
We manufacture Polyester Chips from PTA along with MEG. Manufacturing is carried out in five (5)
steps and has five (5) reactors in series for performing each step. The process is continuous and the raw
material is fed in the first reactor and the final product is taken from the final reactor.
The required quantity of MEG and/or PTA is fed in the paste preparation vessel. Antimony tri oxide is
added as a catalyst. The paste is fed into the first reactor called esterification 1. The conversion of
about 92.0% of the raw material takes place at this stage and the product gets transferred to the second
reactor to undergo further esterification. Water is a by-product of esterfication 1. Subsequently, certain
additives such as Penta arithritol are added in the second reactor to produce a particular textile grade of
Polyester Chips. The product is then transferred to reactors to undergo prepolymerisation and finally to
the finisher. The intrinsic viscosity of the polymer is maintained at a particular level. The finished
product is cut into chips and is stored in silos for dispatch.
Our Company has one of the largest manufacturing units for the production of Polyester Chips and is
amongst the top five (5) producers of POY in India in terms of capacity and market share.
64
POY
PRODUCTION PROCESS - POY
Polyester Chips, the raw material used for manufacturing POY, are pneumatically conveyed from
polycondensation to chip storage silos or charged from bags to chips storage silo. From the storage silo
Polyester Chips are again conveyed pneumatically to the chip hopper installed above the crystallizer.
Through rotary feeders these chips are fed to the crystallizer where its surface moisture is removed.
After crystallization, Polyester Chips are transferred to the Hopper Dryer where actual drying of the
chips takes place. Crystallisation and drying are continuous processes and hot air of around 170°c -
180°c is used as drying media. After proper drying, these dried chips are again pneumatically conveyed
to dried/ service chip hopper. These dried chips are then fed to an extruder through gravity. In the
extruder melting, compression and homogenisation process takes place. This molten polymer is then
passed under pressure through Continuous Polymer Filter (“CPF”) to remove any impurities above 20
micron (m).
This filtered melt at a constant temperature then passes through the spin beams and manifold lines.
Thereafter it is extruded under pressure through Spinnerettes having different number of holes
according to number of filaments required for a particular denier. These molten filaments are then
cooled and solidified by means of cross blowing quench air of specific temp and humidity. Thereafter
spin finish emulsion is applied on the yarn bundle to facilitate processing in subsequent operations.
This yarn is then finally precision would on high speed take up winders at speed of 3000 – 3500 metres
/ minute and a POY package of 10 ~ 16 kg is produced. This yarn is then packed in boxes or pallets and
sold to Texturisers after testing in laboratory and gradation.
65
PTA MEG
Value Chain segments
covered by JBF
Value
Addition Polymer Chips PET Chips
across the Textile & PET
Polyester Grades
chain
POY PET Films
Specialized Yarn
(FDY/Micro POY)
Texturizing
Bottle Pre-forms / Weaving Application/s in

Yarn FMCG industry
manufacturers
JBF JBF RAK

Industries LLC
Limited
In addition our Company produces various VAPs of Polyester Chips and Polyester Fibres. A brief
description thereof is as follows:
Polyester Chips
• Textile grade chips – Our Company produces a variety of specialty textile grade chips viz. full
dull, semi-bright, super bright and H-bright chips, apart from the commodity semi-dull chips.
• Film grade chips – Our Company also caters to chip requirements of Polyester Film producers by
way of film grade super bright chips and silica chips (from Silica 600 ppm to 20,000 ppm).
• Cationic chips – We produce cationic chips of different varieties viz. cationic semi-dull, cationic
bright, cationic super bright and cationic easy dyeable chips. These find applications in production
of coloured yarns through the conventional dyeing route.
POY and FDY
• Since we make a variety of chips (as detailed above), we produce different types of yarns apart
from normal semi-dull variety viz. bright, H-bright, full dull and cationic yarns.
• Coloured yarns –the shades of colours in our portfolio of coloured yarns is over 200. These yarns
find application in apparel as well as non-apparel segments, and sell at a premium compared to
commodity raw white yarns.
• Micro yarns - We have the capability to produce micro yarns (> 48 filaments) in both fine as well
as coarse deniers. These yarns too sell at a higher price compared to commodity yarns.
Our Subsidiaries
a) JBF RAK LLC

JBF RAK LLC (“JBF RAK”) is a company set up by our Company in the UAE in the year 2005. JBF
RAK was promoted by our Company with Ras Al Khaimah Investment Authority (RAKIA, an entity
66
owned by the Prince of Ras Al Khaimah) as a joint venture. Our Company held a 60 % equity stake in
this Subsidiary and RAKIA held 40% equity stake in JBF RAK. As on the date of this Preliminary
Placement Document, our Company holds 100% Equity Shares in JBF RAK through our Singapore
Subsidiary, JBF Global Pte Limited.
JBF RAK’s plant in the UAE was commissioned in January, 2007 and started its commercial
operations in the fourth quarter of FY of 2007. Currently, JBF RAK has the ability to manufacture PET
chips and Biaxially-Oriented PET Films (“BOPET”), with an annual installed capacity of 360,000
metric tonnes and 66,000 metric tonnes, respectively.
JBF RAK presently proposes to augment the capacity of the PET chips unit by 108,000 metric tonnes.
Similarly, JBF RAK also proposes to augment the capacity of the BOPET unit by 29,000 metric
tonnes. The expansion of the BOPET unit is expected to be complete by 2012.
b) JBF Global Pte. Limited
JBF Global Pte. Limited (JBF Global) is aSubsidiary of our Company in Singapore incorporatedon
April 20, 2007 under registration number 200706745H. Our Company holds 67% of JBF Global Pte
Limited and the remaining 33% of the share capital is owned by CVCIGPII Client Rosehill Limited
and CVCIGPII Employee Rosehill Limited through compulsory convertible preference shares. Further,
JBF Global Pte Limited holds 100% equity capital of JBF RAK. Our Company in its board meeting
held on May 26, 2010 has approved buy back of 2/3rd of Compulsory Convertible Preference Shares of
JBF Global Pte. Limited, Singapore, held by CVCIGPII CLIENT ROSEHILL LIMITED & CVCIGPII
EMPLOYEE ROSEHILL LIMITED for total consideration of US$ 60 million.
Manufacturing Units
Location Products Annual capacity Raw materials Quality certifications

Survey Number Polyester 118,800 MT PTA and MEG Certificate of Registration, ISO
273, Village Chips 14001:2004, certifying the
Athola, Silvassa, POY 155,000 MT Polyester Chips Environmental Management
Dadra & Nagar (sourced in- System for manufacture and
Haveli, India house) supply of Polyester Chips using
Poly Condensation Process and
Manufacture and Supply of
Polyester Partially Oriented Yarn
and Fully Drawn Yarn using
Extrusion Process
ISO 9001: 2000 certification for

manufacture and supply of
Polyester Chips and POY (under
renewal)
Certificate of Registration,
OHSAS 18001:2007, certifying
the Occupational Health and
Safety Management System for
manufacture and supply of
Polyester Chips using Poly
Condensation Process and
Manufacture and Supply of
Polyester Partially Oriented Yarn
and Fully Drawn Yarn using
Extrusion Process
156/2, Village Specialty 13,420 MT Polyester chips DIN EN ISO 9001: 2008
Saily, Saily- Yarn (sourced in- certification for manufacture and
Rakholi Road, house) supply of Polyester POY,
Dadra & Nagar texturised, crimped, flat
Haveli, Silvassa, embroidery and twisted yarn in
India* semi- dull, bright, cationic, flame
retardant and dope dyed products
(under renewal)
Certificate of Registration, ISO
67
POY + FDY 46,200 MT 9001:2008, for manufacture and
supply of Polyester POY,
texturised, crimped, flat,
embroidery and twisted yarn in
semi dull, bright, cationic, flame
retardant and dope dyed product
Plot Numbers 11 Textile grade 324,000 MT PTA and MEG Certificate of Registration, ISO
and 215- 231, Polyester 9001:2008, for manufacture of
Sarigam GIDC Chips Production and Supply of
Industrial Area, PET grade 108,000 MT Polyester Chips through
Taluka Polyester Continuous Poly Process
Umbergaon, Chips
District Vapi, Test Certificate for PET Bottles of
Gujarat, India 1 liter capacity (960 ml brimful)
issued by the Central Food
Technological Research Institute,
Mysore
The manufacturing unit of our Subsidiary JBF RAK LLC
Ras Al Khaimah PET Chips 360,000 MT PTA and MEG Certificate of Registration, ISO
Free Trade Zone, 22000:2005, for manufacture and
UAE PET Films 66,000 MT supply of Polyester Chips and
Films for packaging application in
accordance with BM TRADA
Regulations
Certificate of Registration, ISO

9001:2000 IS ISO 9001:2000, for
production and supply of
polyester chips through
continuous polymerisation process
and manufacture of Polyester
Film, for different end uses by
NQAQSR Certification Private
Limited, New Delhi
*Our Company proposes to expand this manufacturing unit by 72,000 MT in two phases, of which
33,000 metric tonnes has already been commissioned in March 2010.
Supply Arrangements
The primary raw materials required in the manufacture of Polyester Chips are PTA combined with
MEG. Our Company and our Subsidiary, JBF RAK LLC, have entered into multiyear, renewable
agreements with suppliers for the supply of MEG and PTA.
The raw material required for production of PFY, POY and other VAPs, i.e. Polyester Chips, are
manufactured in- house at our manufacturing unit at Sarigam, Gujarat.
Our Company has also signed a non-binding MOU with Oman Oil Company (part of Oman Refinery)
owned by Government of Oman for setting up a 1.2 million (12 lacs) Tonnes per annum PTA plant at
Oman as a joint venture.
Marketing and Selling Arrangements
Our Company primarily sells its products directly to synthetic textile manufacturers, in the case of its
POY products, and Polyester Chips products to other independent POY and synthetics manufacturers.
To address the needs of its diverse customer base, our Company employs a range of marketing, sales
and distribution approaches.
Our Company’s sales force is located primarily in Mumbai, India and also has sales people near major
synthetic textile manufacturing areas, including texturising and weaving centres. Our sales people work
68
with customers at their sites to meet their needs as they evolve, including recommending improvements
in quality and productivity, in conjunction with customer needs.
Competition
Our Company is presently one of India’s largest manufacturers of Polyester Chips, POY and PFY. Our
Company considers, among others, Reliance Industries Limited, Indorama Synthetics India Limited
and Century Enka Limited, Garden Silk as its primary competitors. Our Company also competes with
other local and regional POY producers.
Property
LEASEHOLD PROPERTY
Sr. No. Parties to the Description of the Consideration Existing usage
Agreement Property (Rs.)
1. Leave and License 8th Floor, Express For July, 2009 the license Corporate Office
Agreement Towers, Nariman fee would be Rs. 20.93/sq.
entered into Point, Mumbai ft./month
between Indian admeasuring 14,550
Express sq. ft. For August, 2009 the
Newspapers license fee would be Rs.
(Mumbai) Limited 90.46/sq. ft./month
(“Licensor”) and
JBF Industries For September 01, 2009 to
Limited June 30, 2011 the license
(“Licensee”) fee would be Rs. 160/ sq.
ft./month
For July 01, 2011 to June

14, 2014 the license fee
would be Rs. 225/sq.
ft./month
As security deposit, a sum

of Rs. 6,255,788 was paid
at the time of execution of
the agreement, the
remaining amount of Rs.
21,331,012.00 would be
paid in monthly instalment
of Rs. 61.00 per month
along with the license fee.
2. Service 8th Floor, Express For July, 2009 to June, Corporate Office
Agreement Towers, Nariman 2011 the fee would be Rs.
69
entered into Point, Mumbai 64/sq. ft./month
between Indian admeasuring 14,550
Express sq. ft. For July, 2011 to June,
Newspapers 2014 the fee would be Rs.
(Mumbai) Limited 91/sq. ft./month
(“Licensor”) and
JBF Industries
Limited
(“Licensee”)
3. Lease Deed Plot number 11 and Rs. 9,443,472.00 paid as Manufacturing unit
entered into 215 to 231 located at full payment of the
between Gujarat Sarigam notified allotment price and an
Industrial Industrial Area/Estate annual rent of Rs. 56.00
Development forming part of lands
Corporation bearing Survey
(“Lessor”) and numbers 21/P, Sarigam
JBF Industries taluka, Umbergam,
Limited Valsad admeasuring
(“Lessee”) 46,608 square meters
FREEHOLD PROPERTY
1. Deed of Transfer Old Post Office Lane, Rs. 450,000 Commercial purpose
entered into Opposite Kalbadevi
between Bindal Road, Mumbai and
Leasing Private bearing Municipal C.
Limited Ward number 3061-63
(“Transferors”) and Street numbers
and JBF Industries 11/15, Cadestral
Limited Survey number 902 of
(“Transferees”) Bhuleshwar Division,
Mumbai consisting of
And ground and five upper
floors admeasuring
Deed of 214.01 square meters
Confirmation
entered into
between Bindal
Leasing Private
Limited
(“Transferors”)
and JBF Industries
Limited
(“Transferees”)
2. Sale Deed entered Survey number 273/1 Rs. 2,617,500 Manufacturing unit
into between Ms. located at Athola
Kakdu Radhiya village, Silvassa,
Tokiya, Mr. Ratna Dadra and Nagar
Mundra Tokiya Haveli admeasuring
and Mr. Vasia 17,450 square metres
Mundra Tokiya
(“Vendors”) and
JBF Industries
Limited
(“Purchaser”)
3. Sale Deed entered Survey number Rs. 45,946 Manufacturing unit
into between Mr. 280/4/2 located at
Soniabhai Athola village,
Ravjibhai Silvassa, Dadra and
(“Vendor”) and Nagar Haveli
JBF Industries admeasuring 2 ares
Limited
4. Sale Deed entered Survey number Rs. 1,738,000 Manufacturing unit
into between Ms. 274/1/3/1 admeasuring
70
Gajariben 44 ares, 274/1/3/2
Sidvabhai admeasuring 27 ares
Gimbhal, Mr. and 274/1/3/3
Amrutbhai admeasuring 08 ares
Bhikhlabhai located at Athola
Gimbhal, M.s village, Silvassa,
Meenaben Dadra and Nagar
Bhikhlabhai Haveli totally
Gimbhal, Ms. admeasuring 79 ares
Zinuben
Bhikhlabhai
Gimbhal, Mr.
Bhagubahi
Bhikhlabhai
Gimbhal, Mr.
Ishwarbhai
Sidvabhai
Gimbhal, Mr.
Sonu Sidvabhai
Gimbhal
(“Vendors”) and
JBF Industries
Limited
(“Purchaser”)
into between Ms. 274/1/2 admeasuring
Gajariben 9600 square metres
Sidvabhai located at Athola
Gimbhal, Mr. village, Silvassa,
Ishwarbhai Dadra and Nagar
Sidvabhai Haveli
Gimbhal, Mr.
Somabhai
Sidvabhai
Gimbhal, Mr. Mr.
Amrutbhai
Bhikhlabhai
Gimbhal
(“Vendors”) and
JBF Industries
Limited
(“Purchaser”)
6. Sale Deed entered Survey number 274/2 Rs. 9,375 Manufacturing unit
into between Mr. admeasuring 300
Bablubhai square metres located
Ravjibhai at Athola village,
(“Vendor”) and Silvassa, Dadra and
JBF Industries Nagar Haveli
Limited
(“Purchaser”)
7. Sale Deed entered Survey number 274/3 Rs. 6,250 Manufacturing unit
into between Mr. admeasuring 200
Saniabhai square metres located
Ravjibhai at Athola village,
(“Vendor”) and Silvassa, Dadra and
JBF Industries Nagar Haveli
Limited
(“Purchaser”)
8. Sale Deed entered Survey number 273/2 R. 1,925,000 Manufacturing unit
into between Mr. admeasuring 6,250
Vasiabhai square metres located
Mundrabhai at Athola village,
Tokiya, Ms. Silvassa, Dadra and
Niruben Sitaram Nagar Haveli
Harpaya, Ms.
71
Kamriben
Bhadiya Ozariya,
Ms. Kamuben,
Mr. Ganesh
Ratnabahi Tokiya,
Mr. Arjun
Ratnabhai Tokiya,
Mr. Rajesh
Ratnabhai Tokiya,
Mr. Prabhu
Ratnabhai Tokiya,
Ms. Meena
Shamji Dumada,
Ms. Babita Kishan
Varli, Ms. Saku
Vasan Varli, Ms.
Manju Sabil Varli,
Kala Ranjit Varli
and Ms. Savita
Navin Varli
(“Vendors”) and
JBF Industries
Limited
(“Purchaser”)
into between Mr. 274/5/1 admeasuring
Gaju Rupa 1300 square metres
Gimbhal and Mr. located at Athola
Rajesh Jamsu village, Silvassa,
Gimbhal Dadra and Nagar
(“Vendors”) and Haveli
JBF Industries
Limited
(“Purchaser”)
10. Sale Deed entered Survey number 113 Rs. 3,250,000 Manufacturing unit
into between Ms. admeasuring 1 hectare
Harkiben 16,000 square metres
Chaturbhai, Mr. located at Athola
Antul Chaturbhai, village, Silvassa,
Ms. Soma Dadra and Nagar
Chaturbhai, Mr. Haveli
Babu Chaturbhai,
Mr. Gaman
Chaturbhai and
Ms. Maniben
Ishwarbhai
(“vendors”) and
JBF Industries
Limited
(“Purchaser”)
into between located at Athola
Zandu village, Silvassa,
Pharmaceutical Dadra and Nagar
Works Limited Haveli admeasuring
(“Vendor”) and 23,000 square metres
JBF Industries
Limited
(“Purchaser”)
into between Mr. located at Sayli, Dadra
Akbar Jusab and Nagar Haveli
Saiyed, Mr. admeasuring 10
Yasmin Jikar hectare 12 ares
Saiyed, Ms.
72
Meena Jatinkumar
Desai, Mr. Pranav
Jawaharlal Desai
and Ms.
Pramilaben
Jawaharlal Desai
all in partnership
in the firm name
“Jalaram
Developers”
(“Vendors”) and
Microsynth
Fabrics (India)
Limited
(“Purchasers”)
The said land has

been transferred
vide Order of
amalgamation
dated October 22,
2008 passed by
Hon’ble High
Court of Bombay
in Company
Petition dated 762
and 763 of 2008
from M/s.
Microsynth
Fabrics (India)
Limited to JBF
Industries Limited
13. Sale Deed entered Office number 701, Rs. 1,624,200 Branch office
into between JBF situated on the 7th floor
Industries Limited of Empire State
(“Purchaser”) Building constructed
and Mr. Babulal on land registered in
Jaskaran Surana, City Survey number
Mr. Sanjay 4/A/2, 4/A/3, 4/A/4 of
Babulal Surana, Ward number 2 located
Mr. Bachharaj at Agiari Mohollo,
Ghewarchand Ring Road,
Begani, Mr. Rustampura,
Shantilal Registration Sub-
Ghewarchand District Choryasi,
Begani, Mr. District Surat
Vinodkumar Daga admeasuring 251.48
(“Vendors”) square metres together
with undivided
proportionate share
admeasuring 46.52
square metres
Intellectual Property
Our Company does not own or otherwise possess any registered intellectual property rights. Our
Company has been using the logo for over 20 years and accordingly, as per the provisions of
the Trade Marks Act, 1999 our Company’s rights thereto are protected to a certain extent.
Legal Proceedings
We are involved in certain legal proceedings arising in the ordinary course of business. For further
details refer to the chapter titled “Legal Proceedings” on page 148 of this Preliminary Placement
73
Document. Also, refer to the chapter titled “Risk Factors” on page 33 of this Preliminary Placement
Document for further information on risks arising therefrom.
Insurance
Our manufacturing units are subject to hazards inherent to our business, such as risk of equipment
failure as well as force majeure events, work accidents, fire, earthquakes, etc., which may result in loss
of life or injury, damage to property as well as interruptions to our business. Our Company may also be
required to obtain certain kinds of insurance due to contractual obligations or obligations arising from
licenses and approvals obtained. Our Company has obtained standard fire and special perils insurance
cover for all our assets and properties on reinstatement value. We have also availed insurance coverage
for stocks and assets of our Company located across the country. Additionally, our Company has
obtained, inter alia, the following insurance coverage for its manufacturing units, assets and business:
• Burglary insurance;
• Workmen’s compensation insurance;
• Public Liability insurance; and
• Vehicle insurance.
For details of risks in relation to insurance cover obtained, please refer chapter titled “Risk Factors”
beginning on page 33 of this Preliminary Placement Document.
Employee Stock Options
Pursuant to a resolution passed by the shareholders of our Company at their meeting held on September
25, 2009, our Company has adopted an Employee Stock Option Scheme under the name “JBF – ESOS
2009” (referred to as the “ESOP” in this Preliminary Placement Document).
As per the ESOP, total number of options available to be granted is 2,178,486. Further, the vesting
period shall commence from the expiry of one (1) year from the date of grant of securities and extend
upto three (3) years from the date of each grant or such further or other period as the Board /
Committee may determine. The exercise period shall commence from the date of vesting and will
expire on the completion of two (2) years from the date of vesting. As on June 30, 2010, total number
of options granted which is pending to be vested is 1,957,200.
Employees
We believe that a motivated and empowered employee base is integral to our competitive advantage.
Our Company has 2,982 employees and contract labourers as on June 30, 2010, the details of which are
enumerated below:
Particulars Permanent Contract Total

Our Corporate Office at 72 5 77
Nariman Point, Mumbai
Our manufacturing unit 940 450 1,390
and Registered Office at
Athola, Silvassa
Our manufacturing unit at 650 290 940
Saily, Silvassa
Our manufacturing unit at 325 230 555
Sarigam
Our unit at Surat, Gujarat 20 - 20
TOTAL 2,007 975 2,982
74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in
conjunction with our audited consolidated financial statements as at and for the three FY’s ended
March 31, 2010, March 31, 2009 and March 31, 2008, in each case prepared as per Indian GAAP,
including the schedules, annexure and notes thereto, included in the Auditors’ Report and the section
titled “Risk Factors” beginning on page 33 of the Preliminary Placement Document.
Unless otherwise indicated, references in this chapter to our results of operations or financial
condition for a specified year are to our FY ended March 31 of such year. In this section, any reference
to “we”, “us” or “our” refers to JBF on a consolidated basis.
This discussion contains forward-looking statements and reflects our current view with respect to
future events and financial performance. Actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain factors such as those set forth in “Forward-
Looking Statements” and “Risk Factors” elsewhere in this Preliminary Placement Document.
Certain industry, technical and financial terms with initial capitals used in this discussion shall have the
meanings ascribed to them in the section entitled “Definitions and Glossary” beginning on page 16 of
OVERVIEW
laws.
FY 2008 to FY 2010.
Our Strengths
industry leader:
PFY, POY, Bottles and various other products For further details on our strengths, please refer to
section titled “Our Strengths” in the chapter titled “Business” on page 60 of this Preliminary
Placement Document.
75
timelines. This has, inter alia, contributed to six times increase in our turnover. For further details
For further details on our strengths, please refer to section titled “Our Strengths” in the chapter
titled “Business” on page 60 of this Preliminary Placement Document.
terms of importing and exporting raw materials and finished products. For further details on our
strengths, please refer to section titled “Our Strengths” in the chapter titled “Business” on page 60
of 46.23%
further. For further details on our strengths, please refer to section titled “Our Strengths” in the
chapter titled “Business” on page 60 of this Preliminary Placement Document.
sizeable portion of its revenue from repeat business is indicative of this strength. For further details
respective fields and are valuable assets to the functioning of our Company. For further details on
our strengths, please refer to section titled “Our Strengths” in the chapter titled “Business” on
76
existing manufacturing units. For further details on our strengths, please refer to section titled
“Our Business Strategy” in the chapter titled “Business” on page 61 of this Preliminary Placement
Document.
tonnes per annum PTA plant at Oman as a joint venture. For further details on our strengths, please
refer to section titled “Our Business Strategy” in the chapter titled “Business” on page 61 of this
FACTORS THAT MAY AFFECT RESULTS OF OUR OPERATIONS AND FINANCIAL

CONDITIONS:
• Prices of the raw material
The primary raw materials required by our Company are PTA and MEG, both of which are
petroleum based/ derived products. The prices of raw materials may fluctuate, depending on
among other factors, changes in demand and supply and the price of crude oil. Though we cover
purchases on monthly basis, we are still exposed to and will have to absorb any fluctuations in the
prices of these raw materials, which may affect the financials of our Company.
• Geographical Factors
Our present manufacturing facilities in India are situated within Dadra and Nagar Haveli and
Gujarat and our business operations are vulnerable to damage or interruptions in operations due to
adverse weather conditions, earthquakes, fires, explosions, power loss, civil disturbances or other
similar events which may affect this area. Any failure of our systems or any shutdown of any part
of our manufacturing units, networks, operations because of operational disruption, natural disaster
such as flood or earthquake, or otherwise, could disrupt our services and result in significant costs.
While our Company has not in the past experienced any interruptions, either due to a natural
disaster or a systems failure. Further, there can be no assurance that business continuity plans we
have developed to cover material breakdowns or damage to our manufacturing units, network or
critical operating equipment will be sufficient to maintain our operations in all adverse
circumstances.
• Tax Benefits
Our Company and our Subsidiaries avail of certain tax benefits due to the location of our
manufacturing units. If these tax incentives are not available to our Company and/ or our
Subsidiaries in the future or if the exemptions are withdrawn, our Company’s financial conditions
and results of operations may be adversely affected.
• Foreign exchange fluctuations
The exchange rate between the Rupee and other currencies is variable and may continue to
fluctuate in the future. Fluctuations in the exchange rates may affect us to the extent of such orders
being placed overseas, exports or foreign currency loans. Such fluctuation may affect us to the
77
extent of increasing the cost of import of goods and services or increase in interest costs or
principal amount.
• Demand
The demand for our products is a derived demand, meaning that it is dependent upon the
production and sale of other products. We have diversified our customer base by introducing high
value added products, as well as through the development of new applications for our products in
different industries, to reduce dependence on any major application or industry. We have also
sought to expand our customer base throughout the world. The prospects and earnings growth of
the customers and industries we serve will have an impact on our ability to generate sales.
• Competition
Selling prices of our products may be affected if competition intensifies, including as a result of
increased capacity of POY, Polyester chips, BOPET and BOPP films, or our competitors adopt
aggressive pricing strategies in order to gain market share or new competitors enter the markets we
serve.
• Ability to attract and retain skilled personnel
A significant number of our employees are skilled engineers and we face competitive pressures in
recruiting and retaining skilled and professionally qualified staff. The loss of key personnel or any
inability to manage the attrition levels in different employee categories may materially and
adversely impact our results of operations.
• Interest rates
We are required to pay interest charges for the mobilisation advances which we obtain, as well as
on the financing facilities that we have in place. As interest rates decrease or increase, our interest
expenses also decrease or increase accordingly, relative to the amount of debt we have
outstanding.
• Anti-dumping duties
The countries to which we export our goods may impose anti-dumping duties on such goods. As a
result of which we may be required to pay additional duties on such goods or we may not be able
to export such products in future to these countries. Any such imposition of anti-dumping duty
may have an impact on our operations of business, profitability and thereby the financial condition
of our Company.
• Political, economic and social developments in India and other countries
The Government has traditionally exercised and continues to exercise a significant influence over
many aspects of the economy. Our business, and our market price, may be affected by changes in
the Government's policies, including taxation. Social, political, economic or other developments in
or affecting India, acts of war and acts of terrorism could also adversely affect our business.
Since 1991, successive governments have pursued policies of economic liberalization and financial
sector reforms. However, there can be no assurance that such policies will be continued and any
significant change in the Government's policies in the future could affect business and economic
conditions in India in general and could also affect our business and industry in particular. In
addition, any political instability in India will adversely affect the Indian economy. Our
performance and growth is necessarily dependant on the performance of the overall Indian
economy. India's economy could be adversely affected by a general rise in interest rates, currency
exchange rates, adverse conditions affecting agriculture, commodity and electricity prices or
various other factors. Further, conditions outside India, such as slowdowns in the economic growth
of other countries could have an impact on the growth of the Indian economy, and government
policy may change in response to such conditions.
78
OUR SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies for Standalone Financial Information of our Company:
• Basis of Preparation of Financial Statements
Financial statements have been prepared as a going concern basis under historical cost
convention, in accordance with the generally accepted accounting principles and the provisions of
the Companies Act, 1956 as adopted consistently by the Company.
• Use of Estimate
The preparation of financial statements in conformity with the generally accepted accounting
principles requires estimates and assumptions to be made that affect the reported amount of assets
and liabilities on the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Difference between the actual result and estimates are
recognised in the period in which the results are known/ materialized.
• Fixed Assets
Fixed assets are stated at cost of acquisition or construction, net of cenvat/Value added Tax, less
accumulated depreciation and impairment loss, if any. All costs, including finance cost till
commencement of commercial production and net charges on forward exchange contracts
attributable to the fixed assets are capitalised.
• Assets taken on Lease
The lower of the fair value of the assets and present value of the minimum lease rentals is
capitalized as fixed assets with corresponding amount shown as lease liability. The principal
component in the lease rental is adjusted against the lease liability and the interest component, if
any, is charged to profit and loss account.
• Intangible Assets
Intangible assets are stated at cost of acquisition less accumulated amortization. Computer
Software is amortized over the useful life or period of five years whichever is less.
• Depreciation
i. Depreciation is provided on straight line method at the rates and in the manner prescribed
in Schedule XIV, of the Companies Act, 1956.
ii. Depreciation on addition during the year has been provided on pro rata basis succeeding
to the month of addition.
iii. The leasehold land has been amortised over the lease period.
iv. Depreciation has been provided over the residual life of the respective fixed assets for
additions arising on account of translation of foreign currency liabilities, insurance spares
and on additions or extensions forming an integral part of existing plants.
• Impairment of Assets
An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value.
An impairment loss is charged to the profit & loss account in the year in which an asset is
identified as impaired. The impairment loss recognized in prior accounting periods is reversed if
there has been a change in the estimate of recoverable amount.
• Investments
79
Current investments are carried at lower of cost and market value/NAV, computed individually.
Long Term investments are stated at cost. Provision for diminution in the value of long-term
investments is made only if such decline is other than temporary in the opinion of the
management.
• Inventories
In general, all inventories of Finished Goods, Work-in-Process etc., are stated at lower of cost or
net realisable value. Cost of inventories comprise of all cost of purchase, cost of conversion and
other cost incurred in bringing the inventory to their present location and condition. Raw
Materials and Stores and Spares are stated at cost on FIFO Basis. Waste, by products and trial run
products are valued at net realisable value. Inventories of Finished Goods and Waste include
excise duty, wherever applicable.
• Transaction in Foreign Currency
i. Transactions denominated in foreign currencies are normally recorded at the exchange rate
prevailing at the time of the transaction.
ii. Monetary Items denominated in foreign currencies at the year end are restated at year end
rates. In case of those items, which are covered by forward exchange contracts, the
difference between the year end rate and spot rate on the date of the contract is recognized
as exchange difference in the profit and loss account and the premium paid on forward
contracts has been recognized over the life of the contract.
iii. Exchange difference relating to long term monetary items, arising during the year, in so far
as they relate to the acquisition of depreciable fixed asset is adjusted to the carrying cost of
the fixed asset. In other cases such difference are accumulated in a “Foreign Currency
Monetary Item Translation Difference Account” and amortised to the profit and loss
account over the balance life of the long term monetary item, however that the period of
amortization does not extend beyond 31st March, 2011.
iv. All other exchange difference are dealt with in the profit & loss account.
v. Non monetary foreign currency items are carried at cost.
• Derivative Instruments
Financial Derivative Contracts are accounted on the date of their settlement and realized gain/loss
in respect of settled contracts are recognized in the Profit & Loss Account.
• Issue Expenses
Equity Share/ Share Warrants / Bonds issue expenses are adjusted against Securities Premium
account.
• Premium on Redemption of Bonds
Premium payable on redemption of Bonds is provided for over the life of the Bonds. The
Securities Premium Account is applied in providing for premium on redemption on Bonds in
accordance with Section 78 of The Companies Act, 1956. On conversion of the Bonds into equity
shares and on cancellation of the same, the redemption premium is reversed.
• Revenue Recognition
Revenue from sale of goods is recognised when significant risk and rewards of ownership of the
goods have passed to the buyer. Turnover includes sale of goods, waste, export Incentive and
excise duty and are net of sales tax, value added tax, discounts and claims. Dividend Income is
recognised when right to receive the payment is established by the balance sheet date. Interest
80
income is recognised on time proportion basis taking into account the amount outstanding and
rate applicable.
• Borrowing Cost
Borrowing Cost that are attributable to the acquisition or construction of qualifying assets are
capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use. All other cost is charged to revenue.
• Customs
Liability on account of Customs Duty on Imported materials in transit or in bonded warehouse is

accounted in the year in which the goods are cleared from customs.
• Export Incentives
i. Benefit on account of entitlement to Import duty free materials under the "Duty Exemption
pass book Scheme/Focus Market scheme" is recognized as and when right to receive are
established as per the terms of the scheme.
ii. The Benefits in respect of Advance Licence received by the Company against the Export
made by it are recognized as and when goods are imported against them.
iii. The Benefit in respect of Duty Drawback is recoginsed at the time of exports.
• Employee Benefits
i. Short term employee benefits are charged off at the undiscounted amount in the year in
which the related service is rendered.
ii. Post employment and other long term employee benefits are charged off in the year in
which the employee has rendered services. The amount charged off is recognized at the
present value of the amounts payable determined using actuarial valuation techniques based
on projected unit credit method. Actuarial gain/losses in respect of post employment and
other long term benefits are charged to Profit and Loss Account.
iii. In respect of employee’s stock options, the excess of market price on the date of grant over
the exercise price is recognised as deferred employee compensation expenses amortised
over vesting period.
iv. Retirement benefits in the form of Provident Fund are a defined contribution scheme and the
contributions are charged to the Profit & Loss Account of the year when the contributions to
the respective funds are due.
• Provision for Current and Deferred Tax
Provision for current tax is made after taking into consideration benefits admissible under the
provisions of the Income-tax Act, 1961.
Deferred tax resulting from “timing difference” between book and taxable profit is accounted for
using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet
date. The deferred tax asset is recognised and carried forward only to the extent that there is a
reasonable certainty that the assets will be realised in future. In the case of unabsorbed
depreciation and carry forward tax losses, all deferred tax asset are recognised only if there is
virtual certainty that they can be realised against future taxable profits.
• Provision, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized when there
is a present obligation as a result of past event and it is probable that there will be an outflow of
81
resources. Contingent Liabilities are not recognised but are disclosed in the financial statements.
Contingent assets are neither recognized nor disclosed in the financial statements.
Significant Accounting Policies for Consolidated Financial Information of our Company:
• Principles of Consolidation
The Consolidated financial statements relate to JBF Industries Ltd (“The Company”) and its
subsidiary companies. The Consolidated Financial statements have been prepared on the
following basis:
i. The financial statements of the Company and its subsidiary companies have been
combined on line-by-line basis by adding together the book value of like items of assets,
liabilities, income and expenses, after fully eliminating intra-group balances and intra-
group transactions resulting in unrealised profit & Loss in accordance with Accounting
Standard (AS) 21- "Consolidated Financial Statements".
ii. In case of foreign subsidiaries, being non-integral foreign operations, revenue items are
consolidated at the average rate prevailing during the year. All assets and liabilities are
converted at rates prevailing at the end of the year. The resultant translation exchange
difference has been transferred to foreign currency translation reserves.
iii. The difference between the cost of investment in the subsidiaries, over the net assets at
the time of acquisition of shares in the subsidiaries or on the date of the financial
statements immediately preceding the date of acquisition in subsidiaries are recognised in
the financial statements as Goodwill or Capital Reserve as the case may be.
iv. The difference between the proceeds from disposal of investment in subsidiaries and the
carrying amount of its assets less liabilities as of the date of disposal is recognised in the
consolidated statement of profit and Loss account as the profit or loss on disposal of
investment in subsidiaries.
v. Minority Interest`s share of net profit / (loss) of consolidated financial statements for the
year is identified and adjusted against the income of the group in order to arrive at the net
income attributable to shareholders of the company.
vi. The Consolidated Financial statements have been prepared using uniform accounting
policies for like transactions and other events in similar circumstances except mentioned
in the note no 2 of notes on accounts and are presented to the extent possible, in the same
manner as the company's seperate financial statements.
Investments other than in subsidiary have been accounted as per accounting standard 13 (as) -13
on "accounting for investments"
• Other Significant Accounting Policies
These are set out under "significant accounting policies" as given in the Standalone Financial
statements of the JBF Industries Ltd and it is subsidiaries JBF RAK LLC and JBF GLOBAL PTE
LTD.
RESULTS OF OPERATIONS
As a result of the various factors discussed above that affect our income and expenditure, our
standalone and consolidated results of operations may vary from period to period and the nature of
expenditure involved, including payment terms.
(Rs. in million)
Fiscal year ended March 31 Three months
period ended June
30 (Unaudited)
Particulars 2008 2009 2010 2009 2010
82
Fiscal year ended March 31 Three months
period ended June
30 (Unaudited)
Particulars 2008 2009 2010 2009 2010
INCOME
Turnover 29,564. 44,668. 50,960. 12,428. 14,784.5
4 5 9 9
% of Net Turnover 105.9% 103.6% 103.1% 101.8% 104.6%
Net Turnover 27,915. 43,099. 49,409. 12,209. 14,132.9
9 1 1 4
% of Net Turnover 100.0% 100.0% 100.0% 100.0% 100.0%
Other Income 157.9 160.3 403.7 238.3 28.0
% of Net Turnover 0.6% 0.4% 0.8% 2.0% 0.2%
Variation in stocks 866.9 278.5 555.4 245.4 (243.6)
% of Net Turnover 3.1% 0.6% 1.1% 2.0% -1.7%
Total Income 28,940. 43,537. 50,368. 12,693. 13,917..
7 9 2 1 3
EXPENDITURE
Purchases 3.8 46.2 286.6 58.8 113.4
% of Net Turnover 0.0% 0.1% 0.6% 0.5% 0.8%
Manufacturing & Other Expenses 24,699. 35,609. 41,851. 10,723. 11,275.2
8 4 5 5
% of Net Turnover 88.5% 82.6% 84.7% 87.8% 79.8%
Personnel 264.2 436.0 677.8 147.5 199.5
% of Net Turnover 0.9% 1.0% 1.4% 1.2% 1.4%
Selling & Distribution 935.7 1,692.2 2,064.3 488.2 649.2
% of Net Turnover 3.4% 3.9% 4.2% 4.0% 4.6%
Administrative & General 211.2 1,099.0 372.6 59.8 235.5
% of Net Turnover 0.8% 2.5% 0.8% 0.5% 1.7%
Interest and Finance Charges 633.1 975.3 1,274.7 266.5 358.6
% of Net Turnover 2.3% 2.3% 2.6% 2.2% 2.5%
Depreciation 595.5 779.4 1,172.5 272.7 313.5
% of Net Turnover 2.1% 1.8% 2.4% 2.2% 2.2%
Total Expenditure 27,343. 40,637. 47,700. 12,017. 13,144.9
3 5 0 0
% of Net Turnover 97.9% 94.3% 96.5% 98.5% 93.1%
Profit Before tax 1,597.4 2,900.4 2,668.2 676.1 772.4

% of Net Turnover 5.7% 6.7% 5.4% 5.5% 5.5%

Profit after tax 1,302.2 2,441.6 2,128.0 544.6 661.7
% of Net Turnover 4.7% 5.7% 4.3% 4.5% 4.7%
Share of ( Profit ) transferred to minority 35.3 (553.0) (224.0) (21.4) (113.1)
Profit after tax after adjustment for minority 1,337.5 1,888.6 1,904.0 523.2 548.6
interest
% of Net Turnover 4.8% 4.4% 3.9% 4.3% 3.9%
83
Quarter ended June 30, 2010 compared with quarter ended June 30, 2009
• Net Turnover
Our Company is engaged in the business of synthetic yarn, including polyester chips. Our
company has identified two main business segment based on geographic. I) Domestic: Operations
with India, ii) International: Operations outside India.
Our company generated a net turnover of Rs. 14,132.9 million in the three months ending June 30,
2010, an increase of 15.8% compared to the net turnover of Rs. 12,209.4 million generated in the
three months ending June 30, 2009. The increase in the net turnover was primarily due to the
increase in the sales volume in India and UAE.
• Manufacturing Expenses and Other Expenses
Manufacturing expenses during the three months ending June 30, 2010 were Rs. 11,275.2 million,
an increase of 5.1% compared to manufacturing expenses of Rs. 10,723.5 million during the three
months ending June 30, 2009. The increase was primarily due to the increase in the production of
polyester chips, POY.
The consumption of raw material was Rs. 10,527.7 million during the three months ending June
30, 2010, an increase of 5.7% compared to the raw materials cost of Rs. 9,959.9 million during the
three months ending June 30, 2009.
• Increase or Decrease in Inventory
Inventory values decreased by Rs. 243.6 million during the three months ending June 30, 2010,due
to better take off in demand as compared to an increase in inventory values by Rs. 245.4 million
during the three months ending June 30, 2009.
• Administrative, Selling and Distribution Expenses
Administrative, selling and distribution expenses were Rs. 884.7 million during the three months
ending June 30, 2010, a 61.4 % increase over Rs. 548.0 million during the three months ending
June 30, 2009. The increase in the net turnover was primarily due to the increase in the sales
volume.
• Financial Expenses
Financial expenses were Rs. 358.6 million during the three months ending June 30, 2010, a 34.6%
increase over financial expenses of Rs. 266.5 million during the three months ending June 30,
2009. The increase was due to increase in loans.
• Depreciation
Depreciation expense were Rs. 313.5 million during the three months ending June 30, 2010, a
15.0% increase from depreciation expenses of Rs. 272.7 million during the three months ending
June 30, 2009. The increase was primarily due to the increase in the gross block of fixed assets.
• Income Tax Expenses
Income tax expenses were Rs. 110.8 million during the three months ending June 30, 2010, a
15.7% decrease from income tax expenses of Rs. 131.5 million during the three months ending
June 30, 2009. The increase in taxation was due to the impact of higher profitability.
• Net Profit after Tax after minority interest
Net profit after tax after minority interest was Rs. 548.6 million during the three months ending
June 30, 2010, an increase of 4.9% from net profit after tax after minority interest of Rs. 523.2
million during the three months ending June 30, 2009.
84
Financial Year 2009-10 compared with Financial Year 2008-09
• Net Turnover
Our Company is engaged in the business of synthetic yarn, including polyester chips. As such
there are no separate reportable segments.
Our company generated a net turnover of Rs. 49,409.1 million in the financial year 2009-10, an
increase of 14.6% from the net turnover of Rs. 43,099.1 million generated in the financial year
2008-09. The increase in the net turnover was primarily due to the increase in the sales volume in
India and UAE.
Manufacturing expenses during the financial year 2009-10 were Rs. 41,851.5 million, compared to
manufacturing expenses of Rs. 35,609.4 million during the financial year 2008-09, an increase of
17.5% which was primarily due to the increase in the production of polyester chips and increases
in the prices of raw materials.
The consumption of raw material was Rs. 38,936.1 million during the financial year 2009-10, an
increase of 15.8% from a raw materials cost of Rs. 33,624.5 million during the financial year
2008-09.
Inventory values increased by Rs. 555.4 million during the financial year 2009-10, compared to an
increase in inventory values of Rs. 278.5 million during the financial year 2008-09. This was due
to increase in capacity of polyester chips.
Administrative, Selling and Distribution expenses were Rs. 2,436.9 million during the financial
year 2009-10, a 12.7% decrease from Rs. 2,791.2 million during the financial year 2008-09. The
decrease was due to exchange loss of Rs. 690.4 million in financial year 2008-09.
Financial expenses were Rs. 1,274.7 million during the financial year 2009-10, a 30.7% increase
from financial expenses of Rs. 975.3 million during the financial year 2007-08. The increase was
due to increase in loans.
• Depreciation
Depreciation expense were Rs. 1,172.5 million during the financial year 2009-10, a 50.4% increase
from depreciation expenses of Rs. 779.4 million during the financial year 2008-09. The increase
was primarily due to the increase in the [gross block] of fixed assets.
Income tax expenses were Rs. 540.2 million during the financial year 2009-10, a 17.7% increase
from income tax expenses of Rs. 458.8 million during the financial year 2008-09. The increase in
taxation was due to the impact of higher profitability.
Net profit after tax was Rs. 1,904.0 million during the financial year 2009-10, an increase of 0.8%
from net profit after tax of Rs. 1,888.6 million during the financial year 2008-09.
85
Financial Year 2008-09 compared with Financial Year 2007-08
• Net Turnover
Our Company is engaged in the business of synthetic yarn, including polyester chips. As such
there are no separate reportable segments.
Our company generated a net turnover of Rs. 43,099.1 million in the financial year 2008-09, an
increase of 54.4% from the net turnover of Rs. 27,915.9 million generated in the financial year
2007-08. The increase in the net turnover was primarily due to the increase in the sales volume in
India and UAE.
Manufacturing expenses during the financial year 2008-09 were Rs. 35,609.4 million, compared to
manufacturing expenses of Rs. 24,699.8 million during the financial year 2007-08, an increase of
44.2% which was primarily due to the increase in the production volume in India and UAE.
The consumption of raw material was Rs. 33,624.5 million during the financial year 2008-09, an
increase of 44.0% from a raw materials cost of Rs. 23,345.1 million during the financial year
2007-08.
Inventory values increased by Rs. 278.5 million during the financial year 2008-09, compared to an
increase in inventory values of Rs. 866.9 million during the financial year 2007-08. This was due
to increase in capacity of polyester chips.
Administrative, Selling and Distribution expenses were Rs. 2,791.2 million during the financial
year 2008-09, a 143.4% Increase of Rs. 1,146.9 million during the financial year 2007-08. The
increase was due to exchange loss of Rs. 690.4 million in financial year 2008-09.
Financial expenses were Rs. 975.3 million during the financial year 2008-09, a 54.1% increase
from financial expenses of Rs. 633.1 million during the financial year 2007-08. The increase was
due to increase in loans.
• Depreciation
Depreciation expense were Rs. 779.4 million during the financial year 2008-09, a 30.9% increase
from depreciation expenses of Rs. 595.5 million during the financial year 2007-08. The increase
was primarily due to the increase in the gross block of fixed assets.
Income tax expenses were Rs. 458.8 million during the financial year 2008-09, a 55.4% increase
from income tax expenses of Rs. 295.2 million during the financial year 2007-08. The increase in
taxation was due to the impact of higher profitability.
Net profit after tax was Rs. 1,888.6 million during the financial year 2008-09, an increase of
41.2% from net profit after tax of Rs. 1,337.5 million during the financial year 2007-08.
• Cash Flows
86
The following table summarises our Company's cash flows for each of the financial years 2009-10
and 2008-09.
(Rs. In million)
Year ended March 31
2010 2009
Net cash flow generated from operating activities 1,950.5 2,987.8
Net cash flow used in investing activities (2,199.1) (7,488.3)
Net cash flow provided/(used) by financing activities 351.9 2,324.9
Cash and cash equivalents (closing balance) 998.5 898.5
• Operating activities
Net cash generated from operating activities was Rs. 1,950.5 million in financial year 2009-10, as
compared to Rs. 2,987.8 million in financial years 2008-09.
• Investing Activities
Net cash used in investing activities was Rs. 2,199.1 million in financial year 2009-10, compared
to Rs. 7,488.3 million in financial year 2008-09. Our Company's use of cash in investing activities
primarily relates to its capital investments in its existing and additional production facilities. These
purchases were partially offset by disposals of certain non-productive fixed assets.
• Financing Activities
Net cash provided by financing activities was Rs. 351.9 million in financial year 2009-10,
primarily consisting of net repayment of term loans of Rs. 2,308.5 million, interest payments of
Rs. 920.0 million and dividends Rs. 362.3 million. This was partly offset by increases in short term
loans of Rs. 127.6 million.
Net cash provided by financing activities was Rs. 2,324.9 million in financial year 2008-09,
primarily consisting of repayment of term loans of Rs. 1,021.5 million, payment of interest of Rs.
640.0 million and payment of dividends of 108.5 million. This was partly offset by increases in
short term loans of Rs. 1,703.8 million.
Significant developments after March 31, 2010 that may affect our future results of operations
• On August 23, 2010 the Committee of Board of Directors for FCCB conversion of our Company,
consented to conversion of 700 FCCBs and issuance of 3,558,333 equity shares in favour of the
bondholders.
• Citigroup Venture Capital International Growth Partnership Mauritius Limited has sold 96,33,721
Equity Shares at the face value of Rs. 10 each, in July, 2010. As on June 30, 2010 the shareholding
of Citigroup in our Company was 20.48% of the Equity Shares of our Company.
• One of our Nominee Director, Mr. Vinay Jagdish Sah resigned from his directorship and Mr.
Ravishankar Gangadhar Shinde was appointed as a Nominee Director of our Company with effect
from July 30, 2010.
• Our Company has entered into a non-binding memorandum of understanding dated April 30, 2010
with CVCIGPII Client Rosehill Limited and CVCIGPII Employee Rosehill Limited
(“CVCIGPII”) to buyback 2/3rd of Compulsory Convertible Preference Shares of JBF Global Pte.
Ltd., Singapore held by CVCIGPII for US$ 60 million.
• Mr. Rahul Ranbirsingh Yadav, Non Executive Additional Director has resigned as on August 11,
2010 from the Board of our Company.
• The table below sets forth our Company’s unaudited consolidated financial results (subjected to
limited review in accordance with Clause 41 of the Listing Agreement) for the quarter ended June
30, 2009 and June 30, 2010 respectively.
87
(Rs. In million)
Three Months ended June 30 (Unaudited)
Particulars 2009 2010
INCOME
Turnover 12,428.9 14,784.5
Less : Excise Duty Recovered on Sales 219.5 651.6
Net Turnover 12,209.4 14,132.9
Other Income 238.3 28.0
Variation in stocks 245.4 (243.6)
Total Income 12,693.1 13,917.3
EXPENDITURE
Purchases 58.8 113.4
Manufacturing & Other Expenses 10,723.5 11,275.2
Personnel 147.5 199.5
Selling & Distribution 488.2 649.2
Administrative & General 59.8 235.5
Interest and Finance Charges 266.5 358.6
Depreciation 272.7 313.5
Total Expenditure 12,017.0 13,144.9
Profit Before tax 6,76.1 772.4
Less: Provision for taxation 134.0 124.6
Provision for Deferred Taxation (2.5) (13.8)
Profit after tax 544.6 661.7
Share of ( Profit ) transferred to minority (21.4) (113.1)
Profit after tax after adjustment for minority interest 523.2 548.6
• Our Company has issued 3,450 Foreign Currency Convertible Bonds in the year 2005- 2006 and
the same are convertible into 17,537,500 Equity Shares of Rs. 10.00 each as of March 31, 2010.
On August 23, 2010 the Committee of Board of Directors for FCCB conversion of our Company,
consented to conversion of 700 FCCBs and issuance of 3,558,333 equity shares in favour of the
bondholders. As on the date of this Preliminary Placement Document there are no outstanding
FCCBs.
• Our Subsidiary, JBF Global Pte Limited has availed a single currency term loan facility of upto
USD 30,000,000.00 from Standard Chartered Bank, Singapore vide offer letter dated August 16,
2010. As on the date of this Preliminary Placement Document, JBF Global Pte Limited has drawn
down the entire amount sanctioned by this facility. The same is secured by a standby letter of
credit for USD 30,000,000.00 being issued by Standard Chartered Bank, India to our Company for
a tenor of 58 months. The letter of credit issued by Standard Chartered Bank, India is inturn
secured by the creation of pari- passu charge on movable and immovable fixed assets of our
Company in favour of Standard Chartered Bank, India. As on the date of this Preliminary
Placement Document, our Company has not executed any documents or made any filings with the
Registrar of Companies, Mumbai towards securing the letter of credit issued by Standard
Chartered Bank, India.
88
ORGANIZATIONAL STRUCTURE AND MAJOR SHAREHOLDERS
The following is the organizational structure of our Company:
89
The following table presents information regarding the ownership of the Equity Shares (of Rs. 10/-
each) as on June 30, 2010:
Total No. of Shares pledged or

No. of
Shares held Total Shareholding otherwise
Share Total No. of
Category of Shareholder in as a % of total No. encumbered
holder Shares
Demateriali of Shares
s
zed Form
Number As a
As a
of shares % of
As a % of % of
Total
(A+B) (A+B
No. of
+C)
Shares
Shareholding of
Promoter and
(A) Promoter Group
[ 1] Indian
(a) Individuals/ Hindu 7 29,532,315 29,532,315 47.45 47.45 1,000,000 1.61
Undivided Family
(b) Central Government/
State/Government(s)
(c) Bodies Corporate
Financial
(d) Institutions/Banks
(e) Any Other (Specify)
Sub- Total (A)(1) 7 29,532,315 29,532,315 47.45 47.45 1,000,000 1.61
[ 2] Foreign
Individuals (Non-
(a) Residential Individuals/
Foreign Individuals)
(b) Bodies Corporate
(c) Institutions
(d) Any Other(Specify)
Sub- Total (A)(2) 0 0 0 0.00 0.00 0 0
Total Shareholding of
Promoter and Promoter
Group (A)=(A)(1)+(A)(2) 7 29,532,315 29,532,315 47.45 47.45 1,000,000 1.61
(B) Public Shareholding N.A N.A
[1] Institutions N.A N.A
(a) Mutual Funds/UTI 6 56,600 10,000 0.09 0.09
Financial
(b) Institution/Banks 12 82,812 82,100 0.13 0.13
(c) Central Government/
State Government(s)
(d) Venture Capital Funds
(e) Insurance Companies 1 3,431,131 3,431,131 5.51 5.51
Foreign Institutional
(f) Investors 22 810,448 810,448 1.30 1.30
Foreign Venture Capital
(g) Investors
(h) Any Other(Specify)
Sub- Total (B)(1) 41 4,380,991 4,333,679 7.04 7.04
[2] Non- Institutions N.A N.A
(a) Bodies Corporate 604 4,701,130 4,509,758 7.55 7.55
(b) Individuals -
Individual Shareholders
Holding Nominal Share
Capital upto Rs. 1 lakh 25,324 5,674,169 4,669,264 9.12 9.12
Individual Shareholders
Holding
90
Nominal Share Capital in
Excess of Rs. 1 lakh 48 4,417,313 4,417,313 7.10 7.10
(c) Any Other (Specify)
i. Directors / Relatives 11 17,620 17,220 0.03 0.03
ii. Clearing Member 175 255,109 255,109 0.41 0.41
iii. Market Maker
iv. Office Bearer
v. Foreign National
vi. Non-Resident (Repat)
vii. Non-Resident (NRI) 237 448,171 446,233 0.72 0.72
viii. Non-Resident (Non
Repat) 64 65,401 65,401 0.11 0.11
ix. Foreign Companies 2 12,746,444 12,746,244 20.48 20.48
x. Foreign Bank
xi. Trusts 3 3,785 3,785 0.01 0.01
Sub- Total (B)(2) 26,468 28,329,142 27,130,327 45.51 45.51
Total Public
Shareholding
( B ) =(B)(1)+(B)(2) 26,509 32,710,133 31,464,006 52.55 52.55 N.A N.A
Total (A) + (B) 26,516 62,242,448 60,996,321 100.00 100.00
Shares Held by
Custodians and against
which Depository
Receipts have been
(C) issued
Sub Total C 0 0 0 0.00 0.00 N.A N.A
GRAND TOTAL( A )+ (
B )+ ( C ) 26516 62242448 60996321 100.00 100.00 1000000 1.61
The Equity Shares by the shareholders have not been pledged as on the date of this Preliminary
Placement Document, except as stated hereinbelow:
Category of Shareholder Shares pledged or otherwise encumbered

Number of shares As a
% of Total No. of Shares
Indian Individuals / Hindu
Undivided Family part of the 1,000,000 3.40
Promoter and Promoter Group
Total 1,000,000 3.40
The shareholding of the category ‘Promoters and Promoter Group’ is set forth as of June 30, 2010:
Shares pledged or otherwise

Name of the Shareholder Total Shares held encumbered
As a % % of Total shares As a %
Number of Number held of
13,071,58
Bhagirath Arya 9 21.00 0.00 0.00 0.00
Bhagirath Chandulal Arya 5,460,885 8.77 0.00 0.00 0.00
Bhagirath Chandulal Arya 4,914,699 7.90 1,000,000 4.28 1.61
Vaidic Resources Private
Limited 3,906,004 6.28 0.00 0.00 0.00
Cheerag Bhagirath Arya 1,875,060 3.01 0.00 0.00 0.00
Chinar Arya 290,000 0.47 0.00 0.00 0.00
Veena Arya 14,078 0.02 0.00 0.00 0.00
29,532,31
TOTAL 5 47.45 1,000,000 4.28 1.61
91
Each person or entity known to our Company to beneficially own more than 1 % of its outstanding
Equity Shares as of June 30, 2010 (other than the Promoters and Promoter Group) is listed below:
Name of the Shareholder No. of Shares held % of holding

Lata Bhansali 1,937,214 3.11
Citigroup Venture Capital International Growth
Partnership Mauritius Limited 12,746,244 20.48
Life Insurance Corporation of India 3,431,131 5.51
Payash Securities Private Limited 905,953 1.46
Total 19,020,542 30.56
Citigroup Venture Capital International Growth Partnership Mauritius Limited has transferred
96,33,721 Equity Shares at the face value of Rs. 10 each, in July, 2010. As on June 30, 2010, the
shareholding of Citigroup Venture Capital International Growth Partnership Mauritius Limited in
our Company was 20.48% of the Equity Shares of our Company.
Statement showing details of locked-in shares of our Company as of June 30, 2010 is listed below:
Number of
Locked-in Locked-in Shares as Percentage of Total
Name of the Shareholder Shares Number of shares
Premier Holdings Mauritius Limited
(Public) 45,613 0.07
Vaidic Resources Private
Limited(Promoter Group ) 2,500,000 4.02
TOTAL 2,545,613 4.09
92
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board of Directors is governed by the provisions of the Act, and the
Listing Agreement with the Stock Exchanges where the Equity Shares of our Company are listed.
The Articles of Association provide that the number of directors shall not be less than three or
more than 15 unless otherwise approved in a general meeting.
The Articles of Association provide that one-third of the total number of Directors shall be persons
whose period of office is liable to retirement by rotation or, if their number is not three or a
multiple of three, then the number nearest to one-third shall be liable to retirement by rotation and
who shall be re-appointed by our Company at the AGM.
The following table sets out the composition of our Board as of the date of this Preliminary
Placement Document.
Name, age, nature of directorship, DIN and Expiry of tenure Other Directorship
address
Mr. Bhagirath Chandulal Arya Five years with Indian Companies
Age – 61 Years effect from April a) Vaidic Resources Private Limited
Nature of Directorship: Chairman 01, 2006
DIN – 00228665 Partnership firms
Address: B-2, Rizvi Park, Altmount Road, a) Arya Industries
Mumbai, Maharashtra – 400 026
Foreign Companies
a) JBF Global Pte Limited
b) JBF RAK LLC
Mr. Rakesh Gothi Five years with Proprietor

Age – 61 Years effect from a) Aditi Enterprises
Nature of Directorship: Managing Director January 01, 2008
DIN – 00229302
Address: A-3 Lanu Villa, 79B, Tagore Road,
Santacruz (W) Mumbai Maharashtra – 400
054
Mr. Purushottam Nagendrabhushan Thakore Three years with Foreign Companies

Age – 56 Years effect from c) JBF Global Pte Limited
Nature of Directorship: Director-Finance September 01,
DIN – 00229024 2009
Address: A B Sona Kiran Apartment,
Kandarpada Road, Dahisar (W), Mumbai,
Maharashtra – 400 068
Mr. Nilesh Kantilal Shah Three years with NIL

Age – 53 Years effect from
Nature of Directorship: Director-Commercial September 01,
DIN – 00232130 2009
Address: G-2&3, Sunlight Apartment, Haria
Park, Silvassa Road, Vapi, Gujarat – 396 230
Mrs. Veena Bhagirath Arya Liable to retire Indian Companies

Age – 59 Years by rotation as a) Vaidic Resources Private Limited
Nature of Directorship: Non-Executive Director
Director
DIN – 00228818
Address: B-2 Rizvi Park, Altmount Road,
Mumbai Maharashtra – 400 026
Mr. Krishen Rattanlal Dev Liable to retire Indian Companies

Age – 71 Years by rotation as a) Everest Kanto Cylinder Limited
Nature of Directorship: Non-Executive Director
Independent Director
DIN – 00001534
Address: Plot No.16, Pallod Farms, IV Baner,
93
Name, age, nature of directorship, DIN and Expiry of tenure Other Directorship
address
Pune Maharashtra – 411 045
Mr. Baldevraj Hansraj Gupta Liable to retire Indian Companies

Age – 70 Years by rotation as a) Sagacious Financial Services
Nature of Directorship: Non-Executive Director Limited
Independent Director b) Aditya Birla Nuvo Limited
DIN – 00020066 c) HOV Services Limited
Address: 006/B, Sheetal Apartment,
Lokhandwala, Andheri (West), Mumbai, Foreign Companies
Maharashtra – 400 091 a) JBF RAK LLC
Mr. Prakash Vasantlal Mehta Liable to retire Indian Companies

Age – 68 Years by rotation as a) Advani Hotels & Resorts Limited
Nature of Directorship: Non Executive Director b) Bharat Bijlee Limited
Independent Director c) Hikal Limited
DIN – 00001366 d) India Safety Vaults Limited
Address: 123, Maker Tower A Cuffe Parade, e) Iris Investments Private Limited
Mumbai, Maharashtra 400 005 f) Mukand Limited
g) Mukand Engineers Limited
h) PCS Technologies Private Limited
i) Rajasvi Properties Holdings
Private Limited
j) Shopping Centre Management
Services Private Limited
k) Tulsidas Khimji Private Limited
l) W. H. Brady & Company Limited
m) Vault India Media Services Private
Limited
Partnership firm
a) Malvi Ranchoddas & Co.
b) Malvi Ranchoddas Girish N. Shah
& Co.
Mr. Sunil Vasant Diwakar Liable to retire Indian Companies

Age – 47 Years by rotation as a) Arch Pharmalabs Limited
Nature of Directorship: Non Executive Director b) Bharat Fritz Werner Limited
Independent Director c) Eastern Silk Industries Limited
DIN – 00089266 d) Electrosteel Integrated Limited
Address: C-0002, Ground Floor, Shreeji e) Malladi Drugs & Pharmaceuticals
Ville, Opp Nitin Company, Almeida Road, Limited
Panchpakdi, Thane Maharashtra 400 602 f) Prasad Corporation Limited
g) RSB Transmissions (I) Limited
Mr. Ravishankar Gangadhar Shinde Not liable to NIL

Age – 53 Years retire by rotation
Nature of Directorship: Nominee Director
DIN – 03106953
Address: Principal’s Bungalow, LIC of India,
Zonal Training Center (WZ), Jeevan Vaidya,
Sector 26, Plot No. 148/149, Nigdi
Pradhikaran, Akrudi, Pune – 411 044.
The business address of all of the Directors is Survey No. 273, Village-Athola, Silvasa, Union
Territory Dadra Nagar Haveli, India – 396 230.
Ms. Veena Arya is the wife of Mr. Bhagirath Chandulal Arya. None of our other Directors are
related to each other directly or indirectly.
94
BRIEF BIOGRAPHY OF OUR DIRECTORS
Mr. Bhagirath Chandulal Arya

Mr. Bhagirath Chandulal Arya, aged 61 years, is the Promoter and executive chairman of our
Company. He holds a Bachelors Degree in Science (Electrical) from the Kurukshetra University.
He has over twenty five (25) years of experience in the textile industry particularly in the field of
synthetic yarn.
Mr. Rakesh Gothi

Mr. Rakesh Gothi, aged 61 years, is the Managing Director and Chief Executive Officer of our
Company. He holds a Bachelors Degree in Technology from the Indian Institute of Technology,
Madras, a Masters Degree in Science from the University of California and a Masters Degree in
Business Administration from the University of Minnesota. He has over twenty five (25) years of
experience in the production and marketing sector. Prior to joining our Company, he was
associated with J.K. Synthetics Limited as Vice President and Nirlon Limited as General Manager.
Mr. Purushottam Nagendrabhushan Thakore

Mr. Purushottam Nagendrabhushan Thakore, aged 56 years, is a Director- Finance and Chief
Financial Officer of our Company. He holds a Bachelors Degree in Commerce from Rajasthan
University. He is also a fellow member of the Institute of Chartered Accountants of India and a
Cost Accountant. He has over twenty five (25) years of experience in the finance sector. Prior to
joining our Company, he was associated with various organizations such as Armour Chemicals
Limited as Deputy General Manager, Wockhardt Limited as Manager Finance and S. S. Miranda
Limited as Officer Finance.
Mr. Nilesh Kantilal Shah

Mr. Nilesh Kantilal Shah, aged 53 years, is aDirector- Commercial of our Company. He holds a
Masters Degree in Microbiology from the Gujarat University, Ahmedabad. He has over twenty
two (22) years of experience in pharmaceutical industries. Prior to joining our Company, he was
associated with Armour Chemicals Limited as Manager Production.
Ms. Veena Bhagirath Arya

Ms. Veena Bhagirath Arya, aged 59 years, is a non-executive Director of our Company. She holds
a Masters Degree in Arts from the Punjab University. She has over twenty five (25) years of
experience in the textile industry.
Mr. Krishen Rattanlal Dev

Mr. Krishen Rattanlal Dev, aged 71 years, is a non-executive independent Director of our
Company. He holds a Bachelors Degree in Technology (Chemical). He has over forty (40) years of
experience in the polyester filaments industry. Prior to being on the Board of Directors of our
Company, he was associated with Reliance Industries Limited as their President (Business
Development), Century Enka Limited as their chief executive officer and DCM Limited a
Development Engineer.
Mr. Baldevraj Hansraj Gupta

Mr. Baldevraj Hansraj Gupta, aged 70 years, is a non-executive independent Director of our
Company. He holds a Bachelors Degree in Law from the Rajasthan University and a Masters
Degree in English from the Punjab University. He is a fellow member of the Insurance Institute of
India. He has over thirty five (35) years of experience in various capacities in the insurance and
financial sector. He was a former Executive Director of the Life Insurance Corporation of India.
Prior to being on the Board of Directors of our Company, he was a director on the board of ICICI
Prudential Asset Management Company, National Stock Exchange of India, IDBI Capital Market
Services and a member of the Secondary Market Committee of SEBI and the Debt Market
Committee of NSE.
Mr. Prakash Vasantlal Mehta

Mr. Prakash Vasantlal Mehta, aged 68 years, is a non-executive independent Director of our
Company. He holds a Bachelors Degree in Law from the University of Mumbai. He is a qualified
Solicitor. He has thirty (30) years of experience in the field of corporate laws. He is a practicing
Advocate and a partner of the law firm M/s. Malvi Ranchoddas & Company.
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Mr. Sunil Vasant Diwakar

Mr. Sunil Vasant Diwakar, aged 47 years, is a non-executive independent Director of our
Company. He holds a Masters Degree in Production Technology from the Indian Institute of
Technology, Chennai. He also has a Diploma in International Management from the International
Management Institute, New Delhi. He has an experience of over sixteen (16) years in the Indian
private equity industry and four (4) years experience in the aeronautical engineering industry. Mr.
Sunil Vasant Diwakar is presently the Managing partner of IL&FS Investment Mangers Limited.
Mr. Ravishankar Gangadhar Shinde

Mr. Ravishankar Gangadhar Shinde, aged 53 years, is a nominee Director of our Company. He is
nominated to the Board by the Life Insurance Corporation of India. He holds a Bachelors Degree
in Science (statistics) from Poona University. He has over thirty (30) years of experience in the
insurance sector.
Interest of our Directors
The Directors of our Company do not have any interest except; (i) to the extent of the
compensation as mentioned hereinbelow (ii) the shares held by them, directly or indirectly or their
relatives or through entities in which they are interested and (iii) the agreements entered into by
them or by their relatives/entities in which they may be interested with our Company pursuant to
which the payments have been provided for, as disclosed under the chapter "Financial Statements"
under the heading "Related Party Transactions" beginning on page 155 of this Preliminary
Placement Document. Further, Mr. Prakash Vasantlal Mehta may be considered interested to the
extent of professional fees paid to M/s. Malvi Ranchoddas & Co. as legal advisors to our
Company, as he is a partner in the said firm.
All our Directors may be deemed to be interested in the contracts, agreements/arrangements

entered into or to be entered into by our Company or other entity with any company in which they
hold directorships or they or their relatives hold significant shareholding or beneficial interest any
partnership firm in which they or their relatives are partners as declared in their respective
declarations.
Remuneration of the Directors
Details of remuneration paid to executive Directors during FY 2010 are as follows:

(in Rs.)
S. Name of Director Total (including salary, perquisites etc.)
No.
1. Mr. Bhagirath C. Arya 4,90,75,186
2. Mr. Rakesh Gothi 54,38,100
3. Mr. Purushottam Nagendrabhushan Thakore 25,04,841
4. Mr. Nilesh Kantilal Shah 15,35,246
Our Non Executive Directors are paid a sitting fee for every meeting attended by them, the detail
of which is as follows:
(in Rs.)
Meeting Sitting Fees
Board Meeting 15,000
Audit Committee 10,000
Remuneration Committee 5,000
Investor Grievance Committee 2,500
Compensation Committee 5,000
Our Non Executive Directors were paid the following amounts for all the meetings attended in the
year ended March 31, 2010
(in Rs.)
Name of Director Sitting fees for the year ended March 31, 2010
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Mr. Krishen Dev 1,60,000
Mr. B. R. Gupta 1,60,000
Mr. Vinay Sah 1,27,500
Mr. Prakash Mehta 87,500
Mr. Sunil Diwakar 1,25,000
Mr. N. Balasubramanian 15,000
Ms. Veena Arya 60,000
Shareholding of the Directors in our Company:
The details of Equity Shares held by our Directors are as follows:

S. Name of Director No. of Equity Shares as on % of Shareholding
No. June 30, 2010
1. Mr. Bhagirath Chandulal Arya 23,351,173 37.52
2. Mr. Rakesh Gothi 770 Negligible
3. Mr. Purushottam Nagendrabhushan 4,000 0.01
Thakore
4. Mr. Nilesh Kantilal Shah 200 Negligible
5. Mrs. Veena Bhagirath Arya 14078 0.02
Borrowing powers of Board of Directors
Pursuant to the provisions of Section 293(1)(d) of the Act and resolution passed by the
shareholders at the AGM held on September 25, 2009, the current borrowing powers of the Board
of Directors of our Company, as approved by the shareholders of our Company is Rs. 15,000
million.
Changes in our Board of Directors during the last three years
The following are the changes in our Board of Directors during the last three years:
Name and Designation of the Director Date of Appointment Date of Resignation

Mr. N. Balasubramanian July 27, 2007 June 24, 2009
Mr. Sunil Vasant Diwakar July 27, 2007 -
Mr. Vinay Sah August 11, 2008 July 30, 2010
Mr. Ravishankar Gangadhar Shinde July 30, 2010 -
Mr. Rahul Ranbirsingh Yadav* September 26, 2009 August 11, 2010
* Mr. Rahul Ranbirsingh Yadav, Non Executive Additional Director has resigned as on August 11,
2010.
Transactions between our Company and its Directors and key managerial personnel
As of the date of this Preliminary Placement Document, there are no loans or guarantees provided
and outstanding, other than those entered into in the Company’s ordinary course of business, to
any of its Directors or key managerial personnel. In addition, there have been no transactions
during the current or previous audited Fiscal Year between our Company and any of its Directors
and its key managerial personnel or the key managerial personnel of its Subsidiaries, except as
disclosed in Related Party Transactions which, because of their unusual nature or the
circumstances in which they have been entered into, are or will be required to be disclosed in our
Company’s accounts or approved by its shareholders and there are no such transactions during an
earlier fiscal year which remain in any respect outstanding or unperformed.
Corporate Governance
Our corporate governance policies recognize the accountability of our Board and the importance of
making our Board transparent to all its constituents, including employees, customers, investors and
the regulatory authorities, and to demonstrate that the shareholders are the ultimate beneficiaries of
our economic activities.
Our corporate governance framework is based on an effective independent Board, the separation of
the Board’s supervisory role from the executive management and the constitution of the various
97
Board committees, generally comprising of a majority of independent Directors and chaired by an
independent Director, to oversee critical areas and functions of executive management.
Our corporate governance philosophy encompasses not only regulatory and legal requirements,
such as the terms of listing agreements with stock exchanges, but also several voluntary practices
aimed at a high level of business ethics, effective supervision and enhancement of value for all
shareholders. The Board of Directors also functions through various committees as required by the
Listing Agreement, being -the Audit Committee, the Remuneration Committee, the Shareholder
and Investors’ Grievance Committee. In addition our Company has constituted the Investment
Committee and the Compensation Committee of our Board of Directors. These committees meet
on a regular basis.
The constitution and main functions of the various committees constituted as per the requirements
of applicable laws and the Listing Agreement are given below:
Audit Committee:
The Audit Committee was approved and reconstituted by a meeting of the Board of Directors held
on July 30, 2010 and presently comprises three (3) members as follows;
Name of the Director Nature of Directorship Designation in the

Committee
Mr. Baldevraj Hansraj Gupta Non-Executive Independent Director Chairman
Mr. Krishen Rattanlal Dev Non-Executive Independent Director Member
Mr. Sunil Vasant Diwakar Non Executive Independent Directors Member
The terms of reference of the Audit Committee are as follows:
1. to ensure the preservation of good financial practices throughout our Company;

2. to overview our Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;
3. to recommend the appointment and removal of external auditor, fixation of audit fee and
also approval for payment for any other services;
4. to review with management, the quarterly, annual financial statements before submission to
the Board, focusing primarily on:
a. any change in accounting policies and practices;
b. qualifications in draft audit report;
c. significant adjustments arising out of audit;
d. the going concern assumption;
e. compliance with accounting standards;
f. compliance with stock exchange and legal requirements concerning financial
statement;
g. any related party transactions;
5. to review with the management, external and internal auditor, the adequacy of internal
control systems and ensure compliance therewith;
6. to discuss with internal auditors any significant findings and follow up thereon; and
7. to review report on management discussion and analysis and results of operation, to be
included in our Company’s annual report to its shareholders.
Remuneration Committee
The Remuneration Committee was approved and reconstituted by a meeting of the Board of
Directors held on July 30, 2010 and presently comprises three (3) members as follows;

Committee
Mr. Prakash Vasantlal Mehta Non-Executive Independent Director Chairman
Mr. Baldevraj Hansraj Gupta Non Executive Independent Directors Member
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The Remuneration Committee, inter alia, appraises performance of the managing / executive
Directors, determines and recommends to our Board, the remuneration, commission, if any,
payable to the managing / executive Directors.
Shareholder and Investors’ Grievance Committee
The Shareholder and Investors’ Grievance Committee was approved and reconstituted by a
meeting of the Board of Directors held on July 30, 2010 and presently comprises of three (3)
members which is as follows;

Committee
Mr. Baldevraj Hansraj Gupta Non-Executive Independent Director Chairman
Mr. Prakash Vasantlal Mehta Non-Executive Independent Director Member
The Shareholder and Investors’ Grievance Committee looks into redressal of Investor complaints
such as transfer of credit of shares to their demat account, non receipt of dividend / notices/ annual
reports etc.
Compensation Committee
The Compensation Committee was constituted by the Directors vide their Board meeting held on
June 29, 2009. The Compensation Committee consists of four (4) members as which are as
follows:

Committee
Mr. Rakesh Gothi Managing Director Chairman
Mr. Purushottam Nagendrabhushan Thakore Executive Director Member
Mr. Baldevraj Hansraj Gupta Non Executive Independent Member
Directors
Mr. Krishen Rattanlal Dev Non Executive Independent Member
Directors
The Compensation Committee has been formed, inter alia, to grant options to the employees and
Directors as per the ESOP scheme formulated and approved by the shareholders of our Company.
Investment Committee
The Investment Committee was constituted by the Directors vide their Board meeting held on
October 18, 2006. The Investment Committee consists of two (2) members as follows:

Committee
Mr. Rakesh Gothi Managing Director Member
Mr. Purushottam Nagendrabhushan Thakore Executive Director Member
The Investment Committee has been formed, inter alia, to sanction/permit investments within the
limit sanctioned by the Board of Directors.
KEY MANAGERIAL PERSONNEL
The key managerial personnel of our Company other than our Directors are as follows:
Sr. No. Name Designation

1. Ms. Ujjwala Apte Company Secretary
2. Mr. S. N. Shetty Vice President - Administration and Legal
3. Mr. Sudhir Gupta Vice President – Commercial
4. Mr. Subhash Didwania Vice President - Management Services
5. Mr. Ashish Kulkarni Vice President – Marketing
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6. Mr. Rajiv Srivastava Vice President – Production (Sarigam Plant)
7. Mr. Surjit Sarkar Vice President – Production (Saily Plant)
8. Mr. Ravindra Kumar Saxena Vice President - Production (Athola Plant)
9. Mr. B. N. Rai Vice President - Safety and Environment
BRIEF BIOGRAPHY OF OUR KEY MANAGERIAL PERSONNEL
Ms. Ujjwala Apte

Ms. Ujjwala Apte, aged 54 years, is the Company Secretary of our Company. She holds a
Bachelors Degree in Commerce from the Mumbai University. She is a fellow member of the
Institute of Companies Secretary of India. She joined our Company in September 1986 as
Company Secretary. As the Company Secretary, she is responsible for all the functions of the
Shares and Secretarial Department of our Company. She has over twenty five (25) years of
experience in Secretarial Practice. Prior to joining our Company, she was associated with Madras
Petro Chem Limited and Lunar Caustic Private Limited.
Mr. S. N. Shetty
Mr. S. N. Shetty, aged 53 years, is the Vice President (Administration and legal) of our Company.
He holds a Bachelors Degree in Commerce and a Degree in Law from the Mumbai University. He
also holds a Masters Degree in Administrative Management. He joined our Company in September
1997 as General Manager. As the Vice President (Administration and Legal), he is responsible for
all administrative and legal functions of our Company at the corporate office as well as plant level.
He has over twenty seven (27) years of experience in human resources and legal affairs. Prior to
joining our Company, he was associated with Essar Gujarat Limited and Wockhardt Limited.
Mr. Sudhir Gupta

Mr. Sudhir Gupta, aged 64 years, is the Vice President (Commercial) of our Company. He holds a
Bachelors Degree in Engineering (Chemical) from the Rorkee University. He joined our Company
in September 2008 as Vice President (Commercial). As the Vice President (Commercial), he is
responsible for overall supervision of import and the related logistics and local procurement other
than raw material. He has over forty (40) years of experience in textile industries. Prior to joining
our Company, he was associated with Bombay Dyeing & Manufacturing Company Limited.
Mr. Subhash Didwania

Mr. Subhash Didwania, aged 47 years, is the Vice President (Management Services) of our
Company. He holds a Bachelors Degree in Commerce from the Mumbai University and is an
associate member of the Institute of Cost and Works Accountants of India. As the Vice President
(Management services), he is responsible for overall supervision of procurement of raw material
and the Management Information System of our Company. He has over twenty seven (27) years of
work experience in finance and accounting. Prior to joining our Company, he was associated with
Octal Petrochemicals (FZC), Oman.
Mr. Ashish Kulkarni

Mr. Ashish Kulkarni, aged 37 years, is the Vice President (Marketing) of our Company. He holds a
Bachelors Degree in Engineering (Chemical) and a Master Degree in Management from the
Mumbai University. As the Vice President (Marketing), he is responsible for marketing and
distribution functions in our Company. He has over fourteen (14) years of experience in marketing
sector. Prior to joining our Company, he was associated with Alexandria Carbon Black Company,
Egypt and with Reliance Industries Limited.
Mr. Rajiv Srivastava

Mr. Rajiv Srivastava, aged 41, is the Vice President (Production) of our Sarigam Plant. He holds a
Bachelors Degree in Engineering (Chemical) from the Kanpur University. As the Vice President
(Production) of our Sarigam Plant, he is responsible for its production and allied administration
functions. He has over seventeen (17) years of experience in business administration. Prior to
joining our Company, he was associated with Rajshree Polyfilms Limited and Ester Industries
Limited.
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Mr. Surjit Sarkar
Mr. Surjit Sarkar, aged 45 years, is the Vice President (Production) of our Saily Plant. He holds a
Bachelors Degree in Science from the University of Calcutta. As the Vice President (Production)
of our Saily Plant, he is responsible for its production and allied administration functions. He has
over twenty three (23) years of experience in textile industries. Prior to joining our Company, he
was associated with J. K. Synthetics Limited, DCL Polyester Limited and SPIC Petrochemicals
Limited.
Mr. Ravindra Kumar Saxena

Mr. Ravindra Kumar Saxena, aged 62 years, is the Vice President (Production) of our Athola
Plant. He holds a Bachelors Degree in Engineering (Textile) from Bhiwani, Haryana. As the Vice
President (Production) of our Athola Plant, he is responsible for the production of POY at Athola.
He has over forty (40) years of experience in textile industries. Prior to joining our Company, he
was associated with J K Synthetics Limited, Orkay Polyester Limited, Welspun Syntex Limited,
and Bhilosa Tex & Twist Limited.
Mr. B. N. Rai
Mr. B. N. Rai, aged 59 years, is the Vice President (Safety and Environment) of our Company. He
holds a Bachelors Degree in Engineering (Textile) from the Kanpur University. As the Vice
President (Safety and Environment), he is responsible for the safety and environment of the plants.
He has over thirty five (35) years of experience in textile industries. Prior to joining our Company,
he was associated with J K Synthetics Limited, Raj Rayaon Limited and Alok Industries Limited.
Bonus or profit sharing plan
Our Company has no bonus or profit sharing plan at present.
ESOP Scheme
Pursuant to a resolution passed by the shareholders of our Company at their meeting held on
September 25, 2009, our Company has adopted an Employee Stock Option Scheme under the
name “JBF – ESOS 2009” (referred to as the “ESOP” in this Preliminary Placement Document).
As per the ESOP, total number of options available to be granted is 2,178,486 Options. Further,
the vesting period shall commence from the expiry of one (1) year from the date of grant of
securities and extend upto three (3) years from the date of each grant or such further or other
period as the Board / Committee may determine. The exercise period shall commence from the
date of vesting and will expire on the completion of two (2) years from the date of vesting. As on
June 30, 2010, total number of options granted which is pending to be vested is 21,54,000 Options.
101
REGULATIONS AND POLICIES
The regulations set out hereinbelow and their description are not exhaustive, and are only
intended to provide general information to Investors and is neither designed nor intended to be a
substitute for professional legal advice. The statements below are based on the current provisions
of Indian law, and the judicial and administrative interpretations thereof, which are subject to
change or modification by subsequent legislative, regulatory, administrative or judicial decisions.
There are no specific regulations in India governing the polyester chips and PFY/ POY
manufacturing industry. Set forth below are certain significant legislations and regulations that are
generally applicable to entities operating in our industry in India:
Laws applicable to companies involved in the manufacture of polyester chips, PFY and POY
The Factories Act, 1948
The Factories Act, 1948 (the “Factories Act”) seeks to regulate labour employed in factories and
makes provisions for the safety, health and welfare of the workers. The Factories Act defines a
‘factory’ to cover any premises, which employs ten or more workers and in which manufacturing
processes are carried on with the aid of power, and to cover any premises, where there are at least
20 workers who may or may not be engaged in an electrically aided manufacturing process. Each
State Government has set out rules in respect of the prior submission of plans and its approval for
the establishment of factories and registration and licensing of factories. The Factories Act also
provides for the mechanisms for safety of certain equipment used in factories, procedures for
periodic examination of equipment such as pressure vessels and lifting tackles, regulation of
working conditions within the factories and includes specific provisions applicable to women and
children employed in factories.
Standards of Weights and Measures Act, 1976 and Standards of Weights and Measures
(Packaged Commodities) Rules, 1977
The Standards of Weights and Measures Act, 1976 (the “Act”) aims at introducing standards in
relation to weights and measures used in trade and commerce. The rules made thereunder,
particularly the Standards of Weights and Measures (Packaged Commodities) Rules, 1977 lay
down the norms to be followed, in the interests of consumer safety, when commodities are sold or
distributed in packaged form in the course of inter-state trade or commerce. The Act and rules
formulated thereunder regulate inter alia inter-state trade and commerce in weights and measures
and commodities sold, distributed or supplied by weights or measures.
Petroleum Act, 1934 (“Petroleum Act”) and the Petroleum Rules, 2002 (“Petroleum Rules”)
The Petroleum Act consolidates and amends the law relating to the import, transport, storage,
production, refining and blending of petroleum and applies to the whole of India. The Petroleum
Act and Rules define the various classes of petroleum based on the flash point of the same, and
prescribe the conditions to be followed in blending, refining, storing and transporting petroleum.
The standards of safety are also prescribed, with regard to the containers in which petroleum is to
be stored, the manner in which petroleum must be transported and stored and the precautions to be
taken with regard to the same. According to the Petroleum Act, licenses must be obtained for the
storage and transport of certain classes of petroleum beyond prescribed quantities. The Petroleum
Act and Rules also specify the permissions to be taken for the import and export of petroleum.
Further, the Petroleum Act and Rules impose obligations on the licensees under the said statute,
that in case of accident, the same must be reported immediately to the Chief Controller of
Explosives.
Labour laws applicable to our Company
Contract Labour (Regulation and Abolition) Act, 1970
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The Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA Act”) regulates the
employment of contract labour in certain establishments, provides for its abolition in certain
circumstances. It applies:
• to every establishment which does not carry on intermittent/ casual work in which 20 or
more workmen are/ were employed on any day of the preceding 12 months as contract
labour (“Establishment”);
• to every contractor who employs, or who employed on any day of the preceding 12
months, 20 or more workmen.
Every Establishment must, within the specified period, apply to the registering officer for
registration of the Establishment and obtain a certificate of registration containing such particulars
as may be prescribed.
Further, a contractor can only undertake or execute any work through contract labour under and in
accordance with a licence issued in that behalf by the licensing officer. The license may contain
conditions including, in particular, conditions as to hours or work, fixation of wages and other
essential amenities in respect of contract labour. The license will be valid for the period specified
therein.
Every contractor is duty-bound to provide and maintain supply of drinking water, canteens, rest-
rooms latrines and urinals, washing facilities, first- aid box in the prescribed manner for contract
labour employed in connection with the work of an Establishment to which the Act applies. If such
amenities are not provided by the contractor within the prescribed time, such amenities shall be
provided by the principal employer of the Establishment. Contractor shall be responsible for
payment of wages to each worker employed by him as contract labour within the prescribed period
and in case he fails to do so, the principal employer of the Establishment will be so responsible.
Every principal employer and contractor is required to maintain the prescribed records in respect
of the contract labour employed.
Contract Labour (Regulation and Abolition) Central Rules, 1971
The Contract Labour (Regulation and Abolition) Central Rules, 1971 (the “CLRA Rules”) are
formulated to carry out the purposes of the Contract Labour (Regulation and Abolition) Act, 1970
(“Act”). As per the Rules, the application for registration of establishments to which the Act
applies shall be made in Form I in triplicate and shall be accompanied by a treasury receipt
showing payment of fees. A certificate of registration in Form II containing particulars of the name
of the establishment, type of work carried on therein, number of contract labourers employed and
other particulars is then issued. Any change in these particulars must be intimated by the principal
employer at the establishment within 30 days of such change along with details of such change.
Every application for license by the Contractor, made in Form IV, shall be accompanied by a
certificate by the principal employer in Form V to the effect that the applicant has been employed
by him as a contractor in relation to his establishment. Security as prescribed must also be
deposited. Every license granted to the contractor in Form VI is non- transferable and shall contain
particulars such as the maximum number of contract labourers employed.
The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“Act”) and the
schemes formulated thereunder (“Schemes”)
This Act provides for the institution of provident funds, family pension funds and deposit linked
insurance fund for the employees in the factories and other establishments. Accordingly, the
following schemes are formulated for the benefit of such employees:
(i) The Employees Provident Fund Scheme: as per this Scheme, a provident fund is
constituted and both the employees and employer contribute to the fund at the rate of 12%
(or 10% in certain cases) of the basic wages, dearness allowance and retaining allowance,
if any, payable to employees per month.
(ii) The Employees Pension Scheme: Employees’ Pension Scheme is Pension Scheme for
survivors, old aged and disabled persons. This Scheme derives its financial resource by
partial diversion from the Provident Fund contribution, the rate being 8.33%. Thus, a part
103
of contribution representing 8.33 per cent of the employee's pay shall be remitted by the
employer to the Employees' Pension fund within 15 days of the close of every month by a
separate bank draft or cheque on account of the Employees' Pension Fund contribution in
such manner as may be specified in this behalf by the appropriate authority constituted
under the Act. The Central Government shall also contribute at the rate of 1.16 per cent of
the pay of the members of the Employees' Pension Scheme and credit the contribution to
the Employees' Pension Fund.
(iii) The Employees Deposit Linked Insurance Scheme: As per this Scheme, the contribution
by the employer shall be remitted by him together with administrative charges at such rate
as the Central Government may fix from time to time under Section 6C(4) of the Act, to
the Insurance Fund within 15 days of the close of every month by a separate bank draft or
cheque or by remittance in cash in such manner as may be specified in this behalf by the
appropriate authority constituted under the Act.
Further, the employer is required to maintain records and submit periodic returns with regard to the
implementation of the Act and Schemes.
The Industrial Employment (Standing Orders) Act, 1946 (“Act”)
The Act requires employers in industrial establishments formally to define with sufficient
precision the conditions of employment under them and to make the conditions known to workmen
employed by them. The Act extends to the whole of India and applies to every industrial
establishment wherein 100 or more workmen are employed, or were employed on any day of the
preceding 12 months. Every employer whose industrial establishment falls within the purview of
this Act is required to submit draft standing orders to the certifying officer appointed under the Act
in the prescribed manner. The certifying officer shall thereupon certify the draft standing orders,
after making any modifications therein.
The text of the standing orders as finally certified under this Act shall be prominently posted by
the employer in English and in the language understood by the majority of his workmen on special
boards to be maintained for the purpose at or near the entrance through which the majority of
workmen enter the industrial establishment and in all departments thereof where the workmen are
employed.
The Workman Compensation Act, 1923
The Workmen's Compensation Act, 1923 (the “WC Act”) aims at providing financial protection to
employees (for their dependents in the event of fatal accidents) by means of payment of
compensation by the employers, if personal injury is caused to them by accidents arising out of
and in the course of their employment. The WC Act makes it obligatory for the employers brought
within the ambit of the Act to furnish, to the State Governments/Union Territory Administrations,
annual returns containing statistics relating to the average number of workers covered under the
Act, number of compensated accidents and the amount of compensation paid.
The Payment of Wages Act, 1936
The Payment of Wages Act, 1936 (the “Act”) is enacted to regulate the period and payment of
wages, overtime wages and deductions from wages and also to regulate the working hours,
overtime, weekly holidays of certain classes of employed persons. The Act contains provisions as
to the minimum wages that are to be fixed by the appropriate governments for the employees,
entitlement of bonus of the employees, fixing the payment of wages to workers and ensuring that
such payments are disbursed by the employers within the stipulated time frame and without any
unauthorized deductions.
State specific Shops and Commercial Establishments Acts as applicable
Under various state laws dealing with shops and establishments, any shop or commercial
establishment has to obtain a certificate of registration from the supervising inspector and has to
comply with certain rules laid down therein. These statutes and rules and regulations framed
104
thereunder regulate the opening and closing hours of shops and commercial establishments, daily
and weekly work hours, closing dates and holidays, health and safety of persons working in shops
and commercial establishments, payment of wages, maintenance of records and registers by the
employers, among others.
Environmental laws applicable
The Water (Prevention and Control of Pollution) Act, 1974 (“Act”)
The Act provides for the prevention and control of water pollution and the maintaining or restoring
of wholesomeness of water, for the establishment, with a view to carrying out the purposes
aforesaid, of Boards for the prevention and control of water pollution, for conferring on and
assigning to such Boards powers and functions relating thereto and for matters connected
therewith. The Act defines “pollution” as such contamination of water or such alteration of the
physical, chemical or biological properties of water or such discharge of any sewage or trade
effluent or of any other liquid, gaseous or solid substance into water (whether directly or
indirectly) as may, or likely to, create a nuisance or render such water harmful or injurious to
public health or safety, or to domestic, commercial, industrial, agricultural or other legitimate uses,
or to the life and health of animals or plants or of aquatic organisms. The Act envisages
establishing a Central Board as well as State Board for Prevention and Control of Water Pollution.
Accordingly, the previous consent of the Board constituted under the Act must be obtained, for
establishing or taking steps to establish operation or process, or any treatment and disposal system
or any extension or addition thereto, which is likely to discharge sewage or trade effluent into a
stream or well or sewer or on land. Such previous consent is required for bringing into use any
new or altered outlet for the discharge of sewage or for the new discharge of sewage. If at any
place where any industry, operation or process, or any treatment and disposal system or any
extension or addition thereto is being carried on, due to accident or other unforeseen act or event,
any poisonous, noxious or pollution matter is being discharged, or is likely to be discharged into a
stream or well or sewer or on land and, as a result of such discharge, the water in any stream or
well is being polluted, or is likely to be polluted, then the person in charge of such place shall
forthwith intimate the occurrence of such accident, act or event to the Board constituted under the
Act and such other authorities or agencies as may be prescribed.
The Air (Prevention and Control of Pollution) Act, 1981 (“Act”)
The Act provides for the prevention, control and abatement of air pollution, for the establishment,
with a view to carrying out the aforesaid purposes of Boards for conferring on and assigning to
such Boards powers and functions relating thereto and for matters connected therewith.
The Act envisages establishing a Central Board as well as State Pollution Control Boards in each
State. The Central Board constituted under Water (Prevention and Control of Pollution) Act, 1974,
shall, without prejudice to its powers and functions under this Act, shall also exercise the powers
and perform the functions of the Central Board under the Prevention and Control of Air Pollution.
Similarly if in any State, the State Government has constituted for that State, a State Board for the
Prevention and Control of Water Pollution, then such State Board shall be deemed to be the State
Board for the Prevention and Control of Air Pollution and exercise the powers and perform the
functions of the State Board for the Prevention and Control of Air Pollution also.
As per the Act, no person operating any industrial plant, in any air pollution control area (so
declared under Section 19 of the Act) shall discharge or cause or permit to be discharged the
emission of any air pollutant in excess of the standards laid down by the Board constituted under
the Act. Further, no person shall, without the previous consent of the Board constituted under the
Act, establish or operate any industrial plant in an air pollution control area.
The Act further prescribes certain compliances with regard to the reporting and prevention of
accidents. Thus, where in any area the emission of any air pollutant into the atmosphere in excess
of the standards laid down by the Board constituted under the Act occurs or is apprehended to
occur due to accident or other unforeseen act or event, the person in charge of the premises from
where such emission occurs or is apprehended to occur shall forthwith intimate the fact of such
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occurrence or the apprehension of such occurrence to such Board and to such authorities or
agencies as may be prescribed by the Act.
The Environment (Protection) Act, 1986 (“Act”)
The Act provides for the protection and improvement of environment and for matters connected
therewith and is in pursuance of India’s participation in the United Nations Conference on the
Human Environment held at Stockholm in June, 1972.
In keeping with its mandate, the Act provides for the constitution of Boards to regulate pollution
levels and protect the environment, the formulation of rules with regard to environmental standards
and imposes certain obligations. It stipulates that no person carrying on any industry, operation or
process shall discharge or emit or permit to be discharged or emitted any environmental pollutant
in excess of such standards as may be prescribed. Further, no person shall handle or cause to be
handled any hazardous substance except in accordance with such procedure and after complying
with such safeguards as may be prescribed.
The Manufacture, Storage and import of Hazardous Chemical Rules, 1989 (“Rules”)
The Rules are formulated under the Environment (Protection) Act, 1986. The Rules are applicable
to an industrial activity in which a hazardous chemical which satisfies certain criteria as listed in
the schedule thereto, and to an industrial activity in which there is involved a threshold quantity of
hazardous chemicals as specified in the schedule thereto. The occupier of a facility where such
industrial activity is undertaken has to provide evidence to the prescribed authorities that he has
identified the major accident hazards and that he has taken steps to prevent the occurrence of such
accident and to provide to the persons working on the site with the information, training and
equipment including antidotes necessary to ensure their safety.
Where a major accident occurs on a site or in a pipe line, the occupier shall forthwith notify the
concerned authority and submit reports of the accident to the said authority.
Furthermore, an occupier shall not undertake any industrial activity unless he has submitted a
written report to the concerned authority containing the particulars specified in the schedule to the
Rules at least 3 months before commencing that activity or before such shorter time as the
concerned authority may agree.
The Public Liability Insurance Act, 1991 (“Act”)
The Act provides for public liability insurance for the purpose of providing immediate relief to the
persons affected by accident occurring while handling any hazardous substance and for matters
connected therewith or incidental thereto. Where death or injury to any person (other than a
workman) or damage to any property has resulted from an accident (being caused during the
handing of any hazardous substance resulting in continuous or intermittent or repeated exposure to
death of, or injury to, any person or damage to any property), the person who owns, or has control
over handling, such hazardous substance at the time of the Accident shall be liable to give such
relief as is specified in the Schedule to the Act for such death, injury or damage. Therefore, such
person who will be liable in case of an accident shall, before he starts handling any hazardous
substance, obtain one or more insurance policies providing for contracts of insurance whereby he
is insured against liability to give relief as described above. Such person is also required to
contribute to the environment relief fund a sum equal to the premium paid by him towards the
public liability insurance cover obtained.
Tax laws applicable
The Customs Act, 1962
The Customs Act, 1962 (the “Customs Act”) is to consolidate and amend the laws related to
customs. The Custom Act provides that all importers must file a bill of entry or a cargo
declaration, containing the prescribed particulars for a customs clearance. Additionally, a series of
other documents relating to the cargo are to be filed with the appropriate authority. After
106
registration of the bill of entry, it is forwarded to the concerned appraising group in the custom
house. This is followed by an assessment by the assessing officer in order to determine the duty
liability which is on the basis of statement made in the entry relating thereto and the documents
produced and information furnished by the importer or exporter. Further, all imported goods are
examined for verification of correctness of description given in the bill of entry. Post- assessment,
the importer may seek delivery of the goods from the custodians.
Central Excise
Excise duty imposes a liability on a manufacturer to pay excise duty on production or manufacture
of goods in India. The Central Excise Act, 1944 is the principal legislation in this respect, which
provides for the levy and collection of excise and also prescribes procedures for clearances from
factory once the goods have been manufactured etc. Additionally, the Central Excise Tariff Act,
1985 prescribes the rates of excise duties for various goods.
Value Added Tax
Value Added Tax (“VAT”) is a system of multi-point levy on each of the entities in the supply
chain with the facility of set-off input tax whereby tax is paid at the stage of purchase of goods by
a trader and on purchase of raw materials by a manufacturer. Only the value addition in the hands
of each of the entities is subject to tax. VAT is based on the value addition of goods, and the
related VAT liability of the dealer is calculated by deducting input tax credit for tax collected on
the sales during a particular period. VAT is essentially a consumption tax applicable to all
commercial activities involving the production and distribution of goods, and each State that has
introduced VAT has its own VAT Act, under which, persons liable to pay VAT must register
themselves and obtain a registration number.
Sales Tax
The tax on sale of movable goods within India is governed by the provisions of the Central Sales
Tax Act, 1956 or relevant state law depending upon the movement of goods pursuant to the
relevant sale. If the goods move inter-state pursuant to a sale arrangement, then the taxability of
such sale is determined by the Central Sales Tax Act, 1956. On the other hand, when the taxability
of an arrangement of sale of movable goods which does not contemplate movement of goods
outside the state where the sale is taking place is determined as per the local sales tax/VAT
legislations in place within such state.
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ISSUE PROCEDURE
Below is a summary intended to present a general outline of the procedure relating to the bidding,
payment, Allocation and Allotment of Equity Shares in the Issue. The procedure followed in the
Issue may differ from the one mentioned below and the Investors are advised to appraise
themselves of the same from our Company or the BRLM. The Investors are further advised to
inform themselves of any restrictions or limitations that may be applicable to them, and are
required to consult their respective advisers in this regard. Investors that apply in the Issue will be
required to confirm and will be deemed to have represented to our Company, the BRLM and its
respective directors, officers, agents, advisors, affiliates and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of
our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any
person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to
acquire Equity Shares. Our Company and the BRLM and its respective directors, officers, agents,
advisors, affiliates and representatives accept no responsibility or liability for advising any
Investor on whether such Investor is eligible to acquire Equity Shares of our Company. Also refer
the chapters titled "Transfer Restrictions" and "Distribution Restrictions" of this Preliminary
Placement Document.
Qualified Institutional Placement
The Issue is being made to QIBs in reliance upon Chapter VIII of the SEBI ICDR Regulations
through the mechanism of qualified institutional placements wherein an Indian listed company
may issue and allot “eligible securities” as defined in the SEBI ICDR Regulations to include
equity shares, non-convertible debt instruments along with warrants and convertible securities
other than warrants, on a private placement basis to QIBs, provided that:
• A special resolution approving the qualified institutions placement has been passed by its
shareholders;
• The equity shares of the same class, which are proposed to be allotted through the issue
have been listed on a recognised stock exchange in India having nation wide trading
terminals for a period of at least one year prior to the date of issuance of notice to its
shareholders for convening the meeting to pass the special resolution; and
• Such Company complies with the minimum public shareholding requirements set out in the
listing agreement with the stock exchanges.
At least 10% of the equity shares issued to QIBs must be allotted to mutual funds, provided that, if
this portion or any part thereof to be allotted to mutual funds remains unsubscribed, it may be
allotted to other QIBs.
Investors are not allowed to withdraw their Bids after the closure of the Issue.
There is a minimum pricing requirement under the SEBI ICDR Regulations. The Issue Price of the
Equity Shares shall not be less than the average of the weekly high and low of the closing prices of
the related equity shares of the same class quoted on the stock exchange during the two weeks
preceding the relevant date.
The “relevant date” referred to above means the date of the meeting in which the board of directors
or the committee of directors duly authorized by the board of the company decides to open the
Issue; and “stock exchange” means any of the recognized stock exchanges in India in which the
equity shares of the company of the same class are listed and on which the highest trading volume
in such shares has been recorded during the two weeks immediately preceding the relevant date.
Equity shares must be allotted within 12 months from the date of the shareholders resolution
approving the QIP. The equity shares issued pursuant to a QIP must be issued on the basis of a
placement document that shall contain all material information including the information specified
in Schedule XVIII of the SEBI ICDR Regulations. The placement document is a private document
provided to not more than 49 investors through serially numbered copies and is required to be
108
placed on the website of the concerned stock exchanges and of the company with a disclaimer to
the effect that it is in connection with an issue to QIBs and no offer is being made to the public or
to any other category of investors. A copy of the placement document is required to be filed with
the SEBI for record purposes within 30 days of the allotment of the equity shares.
The minimum number of allottees for each qualified institutional placement shall not be less than:
• two, where the issue size is less than or equal to Rs. 2.5 billion; and
• five, where the issue size is greater than Rs. 2.5 billion.
No single allottee shall be allotted more than 50% of the issue size.
QIBs that belong to the same group or that are under common control shall be deemed to be a
single allottee.
The aggregate of the proposed qualified institutional placement and all previous qualified
institutional placements made in the same financial year shall not exceed five times the net worth
of the issuer as per the audited balance sheet of the previous financial year.
Securities allotted to a QIB pursuant to a qualified institutional placement shall not be sold for a
period of one year from the date of allotment except on a recognized stock exchange in India.
Our Company has applied for in-principle approval under Clause 24(a) of the Listing Agreement
from BSE and NSE for the listing of the Equity Shares on BSE and NSE. Our Company has
received the in- principle approvals from BSE vide letter bearing number
DCS/AMAL/PGS/24(a)/572/2010-11 dated September 16, 2010 and from NSE vide letter bearing
number Ref:/NSE/LIST/146970-2 dated September 15, 2010.
We have also filed a copy of this Preliminary Placement Document with the Stock Exchanges.
Issue procedure
(1) Our Company and the BRLM shall circulate serially numbered copies of the Preliminary
Placement Document and the Bid-cum-Application Form, either in electronic form and/or
physical form to not more than 49 QIBs.
(2) The list of QIBs to whom the Bid-cum-Application Form is delivered shall be determined
by BRLM in consultation with the Company. Unless a serially numbered Preliminary
Placement Document and Bid-cum-Application Form is addressed to a particular QIB, no
invitation to subscribe shall be deemed to have been made to such QIB. Even if such
documentation were to come into the possession of any person other than the intended
recipient, no offer or invitation to offer shall be deemed to have been made to such person.
(3) Our Company shall intimate the Bid Opening Date to the Stock Exchanges.
(4) QIBs may submit their Bids through the Bid-cum-Application Form, including any revision
thereof, during the Bidding Period to the BRLM.
(5) QIBs would have to indicate the following in the Bid-cum-Application Form:
a. Full name of the QIB to whom Equity Shares are to be Allotted
b. Number of Equity Shares Bid for;
c. Price at which they are agreeable to Bid for the Equity shares provided that QIBs
may also indicate that they are agreeable to submit a Bid at "Cut-off Price", which
shall be any price as may be determined by our Company in consultation with the
BRLM at or above the Floor Price; and
d. The details of the dematerialised account(s) to which the Equity Shares should be
credited.
Note: Each sub-account of an FII will be considered as an individual QIB and separate Bid-
cum-Application Form(s) will be required from each sub-account for submitting Bids. It may
be noted that a sub-account which is a foreign corporate or a foreign individual is not a
“QIB” in terms of SEBI ICDR Regulations.
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(6) Once the Bid-cum-Application Form is submitted by the QIB, the Bid constitutes an
irrevocable offer and cannot be withdrawn after the Bid Closing Date. The Bid may be
revised till Bid Closing Date, for which the QIB will have to revise the Bid in a Revision
Form available with the BRLM. Revision Forms received after the closure of the Issue on
Bid Closing Date shall not be considered as valid and the original Bid will stand.
(7) The Bid Closing Date shall be notified to the Stock Exchanges and the QIBs shall be
deemed to have been given notice of such date.
(8) Upon receipt of the duly completed Bid-cum-Application Form, our Company shall, in
consultation with the BRLM, after the closure of the Issue, decide (i) the Issue Price, (ii) the
number of Equity Shares to be Allocated, and (iii) the QIBs to whom the same would be
Allocated. Our Company shall notify the Stock Exchanges of the Issue Price. On
determination of the Issue Price, the BRLM will send the CAN along with a serially
numbered Placement Document to the QIBs who have been Allocated Equity Shares. The
dispatch of the CAN shall be deemed a valid, binding and irrevocable contract for the QIBs
to pay the entire Issue Price for all the Equity Shares Allocated to such QIBs. The CAN
shall contain details like the number of Equity Shares Allocated to the QIB and payment
instructions including the details of the amounts payable by the QIB for the Allotment in its
name and the Pay-In Date as applicable to the respective QIB. The decision of our
Company and the BRLM in this regard shall be at their sole and absolute discretion, and
may not be proportionate to the number of Equity Shares applied for.
(9) QIBs would have to deliver the cheque /confirmation of payment through electronic transfer
for the application monies to the Escrow Account of our Company by the Pay-In Date as
specified in the CAN sent to the respective QIBs.
(10) Upon receipt of the application monies from QIBs, and after receipt of in principle
approvals under Clause 24 (a) of the Listing Agreement, our Company shall issue and allot
the Equity Shares to those QIBs as per the details provided in their respective CANs. Our
Company shall intimate to the Stock Exchanges the details of the Allotment. The allottees
shall in no event exceed 49 (Forty-nine) in number.
(11) After passing the Allotment resolution and prior to crediting the Equity Shares into the
depository participant accounts of the QIBs, we shall apply for in-principle approval to the
Stock Exchanges for listing and trading of the Equity Shares
(12) After receiving the in-principle approval, Equity Shares shall be credited into the depository
participant accounts of the QIBs.
(13) Our Company shall then apply for the final trading permission from the Stock Exchanges.
(14) The Equity Shares that have been so allotted and credited to the depository participant
accounts of the QIBs shall be eligible for trading on the Stock Exchanges only upon the
receipt of final trading approval from the Stock Exchanges.
(15) As per the applicable laws, the Stock Exchanges shall notify the final listing and trading
approvals, which are ordinarily available on their websites, and our Company shall
communicate the receipt of the listing and trading approvals from the Stock Exchanges to
those QIBs to whom the Equity Shares have been allotted. Our Company and BRLM shall
not be responsible for any delay or non-receipt of the communication of the listing and
trading approvals from the Stock Exchanges or any loss arising from such delay or non-
receipt. QIBs are advised to appraise themselves of the status of the receipt of the
permissions from the Stock Exchanges or our Company.
Qualified Institutional Buyers
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Only QIBs as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations, and not otherwise
excluded pursuant to Regulation 86(1)(b) of Chapter VIII of the SEBI ICDR Regulations, are
eligible to invest. The term "QIB" means the following:
(1) Public financial institutions as defined in Section 4A of the Companies Act, 1956;
(2) Scheduled commercial banks;
(3) Mutual funds, venture capital funds or foreign venture capital investors registered with
SEBI;
(4) Foreign Institutional Investors registered with SEBI and sub-account registered with
SEBI, other than a sub-account which is a foreign corporate or foreign individual;
(5) Multilateral and bilateral development financial institutions;
(6) State industrial development corporations;
(7) Insurance companies registered with Insurance Regulatory and Development Authority,
India;
(8) Provident Funds with minimum corpus of Rs. 250 million;
(9) Pension Funds with minimum corpus of Rs. 250 million;
(10) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November
23, 2005 of Government of India published in the Gazette of India; and
(11) Insurance funds set up and managed by army, navy or air force of the Union of India.
FIIs are permitted to participate in the Issue through the Portfolio Investment Scheme (PIS).
FIIs are permitted to participate in the Issue subject to compliance with all applicable laws
and such that the shareholding of such FII does not exceed specified limits as prescribed
under applicable laws in this regard.
The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue capital of our
Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the
investment on behalf of each sub-account shall not exceed 10% of the total issued capital of our
Company or 5% of the total issued capital of our Company in case such sub-account is a foreign
corporate or an individual.
The limit of the FII holding in our Company was increased from 24% to 40% of the total issued
capital of our Company, pursuant to the approval of our shareholders received at the extra-ordinary
general meeting dated June 26, 2009. With the approval of our Board and that of the shareholders
by way of a special resolution, the aggregate FII holding limit can be enhanced up to the sectoral
cap, which is 100%;
No Allotment shall be made pursuant to the Issue, either directly or indirectly, to any QIB being
our Promoter or any person related to our Promoter(s). QIBs who have all or any of the following
rights shall be deemed to be a person related to Promoter(s):
(a) rights under a shareholders agreement or voting agreement entered into with our Promoters
or persons related to our Promoters;
(b) veto rights; or
(c) right to appoint any nominee director on our Board.
unless a QIB has acquired any of these rights in its capacity as a lender to our Company and such
QIB does not hold any shares in our Company.
Our Company and the BRLM are not liable for any amendment or modification or change
in applicable laws or regulations, which may occur after the date of the Preliminary
Placement Document. QIBs are advised to make their independent investigations and satisfy
themselves that they are eligible to apply. QIBs are advised to ensure that any single Bid-
cum-Application Form from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as
specified in this Preliminary Placement Document. Further, QIBs are required to satisfy
themselves that their Bids would not eventually result in triggering a tender offer under the
Takeover Code, and the QIB shall be solely responsible for compliance with tender offer and
disclosure obligations under the Takeover Code, SEBI (Prohibition of Insider Trading)
Regulations, 1992 and other applicable laws, rules, regulations, guidelines and circulars.
111
Note: Affiliates or associates of the BRLM who are QIBs may participate in the Issue in
compliance with applicable laws.
BID PROGRAMME
Bidding Period
BID OPENS ON September 20, 2010

BID CLOSES ON [●], 2010
Application Process
Bid-cum-Application Form
QIBs shall only use the specified serially numbered Bid-cum-Application Form supplied by the
BRLM in either electronic form or by physical delivery for the purpose of making a Bid (including
the revision thereof) in terms of this Preliminary Placement Document and the Placement
Document. Revisions to the Bid shall only be made in the Revision Form.
QIBS WOULD NEED TO PROVIDE THEIR DEPOSITORY ACCOUNT DETAILS,

THEIR DEPOSITORY PARTICIPANT'S NAME, DEPOSITORY PARTICIPANT
IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID-
CUM-APPLICATION FORM. QIBS MUST ENSURE THAT THE NAME GIVEN IN THE
BID-CUM-APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH
THE DEPOSITORY ACCOUNT IS HELD. FOR THIS PURPOSE, SUBACCOUNTS OF A
FII WOULD BE CONSIDERED AS AN INDEPENDENT QIB.
IF SO REQUIRED BY THE BRLM, THE QIB SUBMITTING A BID, ALONG WITH THE
BID-CUM-APPLICATION FORM, WILL ALSO HAVE TO SUBMIT REQUISITE
DOCUMENT(S) TO THE BRLM TO EVIDENCE THEIR STATUS AS A "QIB" AS
DEFINED HEREINABOVE.
IF SO REQUIRED BY THE BRLM, COLLECTION BANK(S) OR ANY STATUTORY OR

REGULATORY AUTHORITY IN THIS REGARD, INCLUDING AFTER ISSUE
CLOSURE, THE QIB SUBMITTING A BID AND/OR BEING ALLOTTED EQUITY
SHARES IN THE ISSUE, WILL ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S)
TO FULFILL THE KNOW YOUR CUSTOMER (KYC) NORMS.
Demographic details such as address and bank account will be obtained from the Depositories as
per the Depository Participant account details given above.
The submission of the Bid-cum-Application Form by the QIBs shall be deemed a valid, binding
and irrevocable offer by the QIB to pay the entire Issue Price for its share of Allocation (as
indicated by the CAN) after the Issue Closure and becomes a binding contract on the QIB, upon
issuance of the CAN by our Company in favour of the QIB.
Each scheme / fund of a mutual fund will have to submit separate Bid-cum-Application Forms.
Demographic details like address, bank account etc. will be obtained from the Depositories as per
the demat account details given above.
By making an application (including revision) for Equity Shares pursuant to the terms of this
Preliminary Placement Document and the Placement Document, the QIB will be deemed to have
made the representations and warranties as contained in the paragraph titled "Representations by
Investors" in the chapter titled "Notice to Investors" on page 3 of this Preliminary Placement
Document, in addition to the representations, warranties and agreements made under the chapter
titled "Distribution Restrictions" on page 119 of this Preliminary Placement Document.
Bids by MFs
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The Bids made by the asset management companies or custodian of MFs shall specifically state
the names of the concerned schemes for which the Bids are made. Each scheme/fund of a mutual
fund will have to submit separate Bid-cum-Application Form.
In case of a MF, a separate Bid can be made in respect of each scheme of the MF registered with
SEBI and such Bids in respect of more than one scheme of the MF will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme for which the Bid has been made.
As per the current regulations, the following restrictions are applicable for investments by MFs:
No MF scheme shall invest more than 10% of its net asset value in Equity Shares or equity related
instruments of any company provided that the limit of 10% shall not be applicable for investments
in index funds or sector or industry specific funds. No MF under all its schemes should own more
than 10% of any company's paid-up capital carrying voting rights.
Submission of Bid-cum-Application Form
All Bid-cum-Application Forms shall be duly completed with information including the name of
the QIB, the price and the number of Equity Shares applied. The Bid-cum-Application Form shall
be submitted to the BRLM either through electronic form or through physical delivery at the
following address:
Name: ELARA CAPITAL (INDIA) PRIVATE

LIMITED
Address: Kalpataru Synergy,
6th Level, East Wing,
Opposite Grand Hyatt,
Santacruz (East),
Mumbai – 400 055
Maharashtra,
India.
The BRLM shall not be required to provide any written acknowledgement of the same.
Pricing and Allocation
Build up of the Book
The QIBs shall submit their Bids through the Bid-cum-Application Form within the Bidding
Period to the BRLM who shall maintain the Book.
Price discovery and allocation
Our Company, in consultation with the BRLM, shall finalize the Issue Price for the Equity Shares
which shall be at or above the Floor Price.
After finalization of the Issue Price, our Company shall update this Preliminary Placement
Document with the Issue details and file the same with the Stock Exchanges as the Placement
Document.
Method of Allocation
We shall determine the Allocation in consultation with the BRLM on a discretionary basis and in
compliance with Chapter VIII of the SEBI ICDR Regulations.
Bid-cum-Application Forms received from the QIBs at or above the Issue Price shall be grouped
together to determine the total demand. The Allocation to all such QIBs will be made at the Issue
Price. Allocation to Mutual Funds for up to a minimum of 10% of the Issue Size shall be
undertaken subject to valid applications being received at or above the Issue Price.
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THE DECISION OF OUR COMPANY AND BRLM IN RESPECT OF ALLOCATION
SHALL BE FINAL AND BINDING ON ALL QIBS. QIBS MAY NOTE THAT
ALLOCATION OF EQUITY SHARES IS AT OUR SOLE AND ABSOLUTE
DISCRETION AND QIBS MAY NOT RECEIVE ANY ALLOCATION EVEN IF THEY
HAVE SUBMITTED VALID APPLICATIONS AT OR ABOVE THE ISSUE PRICE.
NEITHER WE NOR THE BRLM ARE OBLIGED TO ASSIGN ANY REASONS FOR
SUCH NON-ALLOCATION.
Number of Allottees
The minimum number of allottees in the Issue shall not be less than:
(a) two, where the Issue Size is less than or equal to Rs. 2,500 million; or
(b) five, where the Issue Size is greater than Rs. 2,500 million.
Provided that no single allottee shall be allotted more than 50% of the Issue size.
Provided further that QIBs belonging to the same group or those who are under common control
shall be deemed to be a single allottee for the purpose of this clause. The maximum number of
allottees of Equity Shares shall not be greater than 49 allottees.
Confirmation and Allocation Note ("CAN")
Based on the Bids received and the Issue Price decided, our Company and the BRLM will, in their
sole and absolute discretion, decide the QIBs to whom the serially numbered CAN shall be sent
containing details of the Equity Shares allocated to them and the details of the amounts payable by
them for Allotment in their respective names. Additionally, the CAN would include details of the
bank account for transfer of funds if done electronically, Pay - in Date as well as the probable
designated date, ("Designated Date"), being the date of credit of the Equity Shares to the
Investor's account, as applicable to the respective QIBs. The dispatch of the serially numbered
Placement Document and the CAN shall be deemed to be a valid, binding and irrevocable non-
negotiable and non transferable obligation on QIB to furnish all details that may be required by the
BRLM and to pay the entire Issue Price for all the Equity Shares allocated to such QIB.
QIBs are advised to instruct their Depository Participant to accept the Equity Shares that
may be Allocated/Allotted to them pursuant to the Issue.
Bank Account for Payment of Application Money
Our Company has opened a special bank account (Designated Bank Account / Escrow Account)
with Bank of Baroda ("Collection Bank / Designated Bank / Escrow Bank") in terms of the
arrangement between BRLM, our Company and the Collection Bank. The QIB, to whom CAN is
sent, will be required to deposit the entire amount payable for the Equity Shares Allocated to it by
the Pay-In Date as mentioned in the respective CAN.
If the payment is not made favouring the Collection Bank Account within the time stipulated in the
CAN, the Bid-cum-Application Form and the CAN of the QIB are liable to be cancelled.
In case of cancellations or default by the QIBs, we and the BRLM have the right to reallocate the
Equity Shares at the Issue Price among existing Applicants to the Issue or new QIBs at their sole
and absolute discretion, subject to the compliance with the requirement of ensuring that the Bid-
cum-Application Forms are sent to not more than 49 QIBs.
Payment Instructions
• The payment of application money shall be made by the QIBs in the name of "JBF
Industries Ltd Escrow a/c – QIP Issue 2010" as per the payment instructions provided in the
CAN.
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• QIBs may make payment through cheques or electronic fund transfer, or such as other mode
as may be required by BRLM.
Note: Payment of the amounts through outstation cheques are liable to be rejected. Payments
through cheques should be only through high value cheques payable at Mumbai.
Designated Date and Allotment
• The Equity Shares will not be allotted unless the QIBs pay the amount payable as
mentioned in the CANs issued to them, into the bank account with the Collection Bank as
stated above.
• In accordance with the SEBI ICDR Regulations, Equity Shares will be issued and Allotment
shall be made only in the dematerialized form to the allottees. Allottees will have the option
to re-materialize the Equity Shares, if they so desire, as per the provisions of the Companies
Act and the Depositories Act.
• We reserve the right to cancel the Issue at any time up to Allotment without assigning any
reasons whatsoever.
• Post Allotment and credit of Equity Shares into the QIBs depository participant account, we
would apply for final listing and trading approval from the Stock Exchanges.
• Escrow Bank shall not release the monies lying to the credit of the Escrow Account to our
Company until such time that our Company delivers to Escrow Bank the approval of the
Stock Exchanges for the listing and trading of the Equity Shares offered in this Issue.
In the unlikely event of the any delay in the Allotment or credit of Equity Shares, or receipt of
trading approval or cancellation of the Issue, no interest or penalty would be payable by us. On
cancellation of the Issue, monies received from Investors in the Issue shall be refunded within a
reasonable time, without interest or penalty as stated above.
Submission to SEBI
We shall submit the Placement Document to SEBI within 30 days of the date of Allotment for
record purposes.
Other Instructions
Permanent Account Number (PAN)

Applicants should mention its PAN allotted under the Income Tax Act, 1961. The copy of the
PAN card or PAN allotment letter is required to be submitted with the Bid-cum-Application Form.
Bid-cum-Application Forms received without PAN are liable to be rejected. It is to be specifically
noted that applicant should not submit the GIR number instead of the PAN as the Bid-cum-
Application Form is liable to be rejected on this ground.
Our Right to Reject Bids
We, in consultation with the BRLM, may reject Bids without assigning any reasons whatsoever.
Our decision with the BRLM in relation to the rejection of any Bid shall be final and binding.
Equity Shares in dematerialised form with NSDL or CDSL
As per the provisions of Section 68B of the Companies Act, the Allotment in the Issue shall be
only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be
represented by the statement issued through the electronic mode).
• A QIB applying for Equity Shares must have at least one beneficiary account with either of
the Depository Participants of either NSDL or CDSL prior to making the Bid.
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• Allotment to a successful QIB will be credited in electronic form directly to the beneficiary
account (with the Depository Participant) of the QIB.
• Equity Shares in electronic form can be traded only on the stock exchanges having
electronic connectivity with NSDL and CDSL. All the Stock Exchanges where the Equity
Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.
• The trading of the Equity Shares would be in dematerialised form only for all QIBs in the
demat segment of the respective Stock Exchanges.
• We shall not be responsible or liable for the delay in the credit of Equity Shares due to
errors in the Bid-cum-Application Form or on the part of the QIBs.
Release of funds to our Company
The Collection Bank shall not release the monies lying to the credit of the "JBF Industries Ltd
Escrow a/c – QIP Issue 2010" till such time, that it receives an instruction in pursuance to the
Escrow Agreement, alongwith the listing and trading approval of the Stock Exchanges for the
Equity Shares offered in the Issue.
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PLACEMENT
The BRLM has entered into a placement agreement with our Company (the “Placement
Agreement”), pursuant to which the BRLM has agreed to place, on a best effort basis, Equity
Shares of our Company, to Qualified Institutional Buyers, pursuant to Chapter VIII of the SEBI
ICDR Regulations.
The Placement Agreement contains customary representations and warranties, as well as

indemnities from our Company and is subject to termination in accordance with the terms
contained therein.
Applications shall be made to list the Equity Shares and admit them to trading on the Stock
Exchange. No assurance can be given as to the liquidity or sustainability of the trading market for
such Equity Shares, the ability of the shareholders of the Equity Shares to sell their Equity Shares
or the price at which the shareholder of the Equity Shares will be able to sell their Equity Shares.
This Preliminary Placement Document has not been, and will not be, registered as a prospectus
with the Registrar of Companies in India and that, with the exception of QIBs, no Equity Shares
will be offered in India or overseas to the public or any members of the public in India or any other
class of investors other than QIBs.
In connection with the Issue, the BRLM (or their affiliates) may, for its own accounts, enter into
asset swaps, credit derivatives or other derivative transactions relating to the Equity Shares at the
same time as the offer and sale of the Equity Shares, or in secondary market transactions. As a
result of such transactions, the BRLM may hold long or short positions in such Equity Shares.
These transactions may comprise a substantial portion of the Issue and no specific disclosure will
be made of such positions. Affiliates of the BRLM may purchase Equity Shares and be allocated
Equity Shares for proprietary purposes and not with a view to distribution or in connection with
the issuance of P-Notes, refer "Notice to Investors — Off-shore Derivative Instruments (P-Notes)".
Brief details on lock-up:
Our Company has agreed that neither it nor any person acting on its behalf, during the period
commencing on the date hereof and ending 60 days after the date of allotment of the Equity Shares
under the Issue (the “Lock-up Period”), shall, without the prior written permission of the BRLM
(such consent not to be unreasonably withheld or delayed):
(i) issue, offer, lend, assign, contract to issue, purchase any option or grant any option, right
or warrant to purchase, lend, or otherwise transfer or dispose of (or publicly announce any
such action), directly or indirectly, any Equity Shares including without limitation,
securities convertible or exchangeable into or exercisable for, or substantially similar to,
the Equity Shares, file any registration statement under the US Securities Act, with
respect to any of the foregoing or any security or financial product whose value is
determined directly or indirectly by reference to the price of the underlying Equity Share,
including equity swaps and options or depository receipts representing the right to receive
any such securities; or
(ii) enter into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Equity Shares or any securities convertible
into or exercisable or exchangeable for Equity Shares (regardless of whether any of the
transactions described in (i) or (ii) is to settled by delivery of Equity Shares or such
securities in cash or otherwise), or deposit Equity Shares with any other depository in
connection with the depository receipt facility; or
(iii) enter into any transaction (including a transaction involving derivatives) with the same
economic effect as, or agree to, or publicly announce any intention to enter into any
transaction described in (i) and (ii) above or enter into any transaction (including a
transaction involving derivatives) having an economic effect similar to that of a issue or
offer or deposit of Equity Shares in any depositary receipt facility;
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Except for (a) the issuance of the Equity Shares pursuant to the Issue; or (b) any issuance, offer or
any other transfer or transaction of a kind referred to above of any Equity Shares under or in
connection with the ESOP or any other stock incentive and other employee ownership or benefit
plans including, for the avoidance of doubt, any issuance, offer or any other transfer or transaction
of a kind referred to above of any Equity Shares in connection with the exercise of any options or
similar securities that may exist on the date hereof and have been approved by the Company’s
board of directors. Additionally, the Promoters of our Company have agreed to a lock-up of a
period of 60 days from the Pricing Date. The lock-up is on similar terms to the lock-up provisions
applicable to our Company as stated above.
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DISTRIBUTION RESTRICTIONS
This Preliminary Placement Document does not constitute an offer to sell, or a solicitation to buy
Equity Shares in any jurisdiction in which such offer or solicitation is unlawful. The
distribution of this Preliminary Placement Document in certain jurisdictions may be
restricted by law. This Preliminary Placement Document may not be used for the purpose of
an offer or sale in any circumstances in which such offer or sale is not authorised or
permitted.
No action has been taken by the Company or BRLM that permits or would permit a public
offer of Equity Shares or possession, circulation or distribution of this Preliminary Placement
Document or any other information relating to the Issue in any jurisdiction where action for that
purpose is required. Persons into whose possession this Preliminary Placement Document comes
should inform themselves about, and observe any restrictions that may be applicable to
them. Any failure to comply with these restrictions may constitute a violation or breach of
the securities laws of any such jurisdiction.
For the attention of residents in the United States of America
The Equity Shares have not been and will not be registered under the US Securities Act or any
state securities laws and may not be offered or sold except (i) pursuant to an exemption from the
registration requirements of the US Securities Act and in compliance with the applicable US state
securities laws or (ii) in a transaction not subject to the registration requirements of the US.
Securities Act. The Equity Shares are being offered and sold in the Issue outside the United States
pursuant to Regulation S. The Equity Shares are not being offered or sold in the Issue in the United
States and you may not purchase Equity Shares in the Issue if you are in the United States.
For the attention of residents in the European Economic Area
In relation to each member state of the European Economic Area that has implemented Directive
2003/71/EC and any relevant implementing measure in each relevant state (the “Directive”)
(each, a “relevant member state”) with effect from and including the date on which the Directive
is implemented in that relevant member state (the “relevant implementation date”), an offer of
Equity Shares described in this document may not be made to the public in that relevant member
state prior to the publication of a prospectus in relation to the Equity Shares approved by the
competent authority in that relevant member state or, where appropriate, approved in another
relevant member state and notified to the competent authority in that relevant member state, except
that, with effect from and including the relevant implementation date, an offer of securities may be
offered to the public in that relevant member state at any time:
• to any legal entity that is authorised or regulated to operate in the financial markets or, if not
so authorised or regulated, whose corporate purpose is solely to invest in securities; or
• to any legal entity that has two or more of: (a) an average of at least 250 employees during the
last financial year; (b) a total balance sheet of more than €43 million; and (c) an annual net
turnover of more than €50 million, as shown in its last annual or consolidated accounts; or
• in any other circumstances that do not require the publication of a prospectus.
Each subscriber of Equity Shares located within a relevant member state will be deemed to have
represented, acknowledged and agreed that it is a "qualified investor" within the meaning of the
Directive.
For the purposes of the preceding two paragraphs, the expression "an offer to the public" in any
relevant member state means the communication in any form and by any means of sufficient
information on the terms to be offered so as to enable an investor to decide to purchase or subscribe
for the Equity Shares, as the expression may be varied in that member state by any measure
implementing the Directive in that relevant member state.
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For the attention of residents of Hong Kong
The contents of this Preliminary Placement Document have not been reviewed by any regulatory
authority in Hong Kong. You are advised to exercise caution in relation to the Issue. If you are in
any doubt about any of the contents of this document, you should obtain independent professional
advice.
This Preliminary Placement Document has not been registered by the Registrar of Companies in
Hong Kong pursuant to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
(“CO”).
Accordingly, this Preliminary Placement Document must not be issued, circulated or distributed in
Hong Kong other than (1) to “professional investors” as defined in the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and any rules made under that
Ordinance, (2) to persons and in circumstances which do not result in this document being a
“prospectus” as defined in Section 2(1) of the CO or which do not constitute an offer to the public
within the meaning of the CO or an invitation to the public within the meaning of the SFO or (3)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of
the SFO and the CO.
For the attention of the residents of Kuwait
The Equity Shares have not been authorized or licensed for offering, marketing or sale in the State
of Kuwait. The offering and sale of the Equity Shares in the State of Kuwait is restricted by law
unless a license is obtained from the Kuwaiti Ministry of Commerce and Industry in accordance
with law 31 of 1990.
For the attention of residents of Qatar
The Equity Shares have not been registered for public offer or distribution in Qatar. The Equity
Shares must not be distributed within Qatar by way of a public offer, public advertisement or in
any similar manner and this document and any other document relating to the Equity Shares, as
well as information contained therein, may not be supplied to the public in Qatar or used in
connection with any offer for subscription of the Equity Shares to the public in Qatar. This
Preliminary Placement Document and other offering materials relating to the offer of the Equity
Shares are strictly confidential and may not be distributed to any person or entity other than the
recipients thereof.
For the attention of residents of Singapore
This Preliminary Placement Document has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this Preliminary Placement Document and any other
materials in connection with the offer or sale, solicitation or invitation for subscription or purchase,
of shares to be issued from time to time by the Company may not be circulated or distributed, nor
may the shares be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (“SFA”),
(ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section
275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
This Preliminary Placement Document is being furnished to you on a confidential basis and solely
for your information and may not be reproduced, disclosed or distributed to any other person. By
accepting this document, you (i) represent and warrant that you are either an institutional investor
as defined under Section 274 of the SFA, a relevant person as defined under Section 275(2) of the
SFA or persons to whom an offer is being made, as referred to in Section 275(1A) of the SFA; and
(ii) agree to be bound by the disclaimers, limitations and restrictions described herein.
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Where Equity Shares are subscribed for or purchased, they are subject to restrictions on
transferability and resale and may not be transferred or resold in Singapore except as permitted
under the SFA, in particular (but not limited to), where the Equity Shares are subscribed for or
purchased under Section 275 of the SFA by a relevant person which is:
1. a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or
2. a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
the shares, debentures and units of shares and debentures of that corporation or the beneficiaries’
rights and interest (howsoever described) in that trust shall not be transferred within six months
after that corporation or that trust has acquired the relevant shares pursuant to an offer made under
Section 275 of the SFA except: (1) to an institutional investor (for corporations, under Section 274
of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant
to an offer that is made on terms that such shares, debentures and units of shares and debentures of
that corporation or such rights and interest in that trust are acquired at a consideration of not less
than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount
is to be paid for in cash or by exchange of securities or other assets; (2) where no consideration is
or will be given for the transfer; or (3) where the transfer is by operation of law.
This Preliminary Placement Document and such other materials are made available to the
recipients thereof solely on the basis that they are persons falling within the ambit of Section 274
and/or Section 275 of the SFA and may not be relied upon by any person other than persons to
whom the Equity Shares are sold or with whom they are placed or for any other purpose.
Recipients of this document shall not reissue, circulate or distribute this document or any part
thereof in any manner whatsoever.
For the attention of residents of Switzerland
The Equity Shares may not be publicly offered, distributed or re-distributed in or from
Switzerland, and neither this Preliminary Placement Document nor any other solicitation for
investments in the Equity Shares may be communicated or distributed in Switzerland in any way
that could constitute a public offering within the meaning of Articles 652a or 1156 of the Swiss
Code of Obligations. The Equity Shares will not be listed on the SIX Swiss Exchange (“SIX”) or
on any other stock exchange or regulated trading facility in Switzerland. This Preliminary
Placement Document has been prepared without regard to the disclosure standards for issuance
prospectuses under article 652a or article 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of
any other stock exchange or regulated trading facility in Switzerland. Neither this document nor
any other offering or marketing material relating to the Equity Shares or the offering may be
publicly distributed or otherwise made publicly available in Switzerland to any person in
Switzerland who is not a “qualified investor” within the meaning of article 10(3) of the Swiss
Federal Act on Collective Investment Schemes (“CISA”).
Neither this Preliminary Placement Document nor any other offering or marketing material
relating to the Issue, the Company or the Equity Shares have been or will be filed with or approved
by any Swiss regulatory authority. In particular, this Preliminary Placement Document will not be
filed with, and the Issue will not be supervised by, the Swiss Financial Market Supervisory
Authority FINMA (“FINMA”), and the Issue of Shares has not been and will not be authorised
under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection
afforded to acquirers of interests in collective investment schemes under the CISA does not extend
to acquirers of Equity Shares.
For the attention of residents of the United Arab Emirates
This Preliminary Placement Document is not intended to constitute an offer, sale or delivery of
shares or other securities under the laws of the United Arab Emirates (“UAE”). The Equity Shares
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have not been and will not be registered under Federal Law No. 4 of 200 Concerning the Emirates
Securities and Commodities Authority and the Emirates Security and Commodity Exchange or
with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities market or
with any other UAE exchange.
Neither the Preliminary Placement Document nor the Equity Shares have been approved or
licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE and the
offering does not constitute a public offer of securities in the UAE in accordance with the
Commercial Companies Law Federal Law No. 8 of 1984 (as amended) or otherwise.
This Preliminary Placement Document is strictly private and confidential and is being distributed
to a limited number of QIBs and must not be provided to any person other than the original
recipient, and may not be reproduced or used for any other purpose.
Each QIB hereof is deemed to have read, understood and further represented to and agreed with
the Issuer that the Equity Shares have not been and will not be offered, sold or publicly promoted
or advertised by him/it in the UAE other than in compliance with any laws applicable in the UAE
governing the issue, offering and sale of securities and that the information contained in this
Preliminary Placement Document, does not constitute a public offer of securities in the UAE in
accordance with the Commercial Companies Law Federal Law No. 8 of 1984 (as amended) or
otherwise, and is not intended to lead to the conclusion of any contract of whatsoever nature within
the territory of the UAE.
Each QIB should rely on its own evaluation to assess the merits and risks of the investment. In
considering the investment, the QIB who is in any doubt as to the action to be taken should consult
the relevant professional adviser(s).
For the additional attention of the residents in the United Kingdom
This Preliminary Placement Document will only be communicated and sent, and the Equity Shares
will only be sold, to qualified investors as defined in Section 86(7) of the Financial Services and
Markets Act 2000 (“FSMA”).
This Preliminary Placement Document is not a prospectus and has not been approved for the
purposes of FSMA. Its contents are confidential and should not be distributed, published or
reproduced (in whole or in part) or disclosed by recipients to any other persons in the United
Kingdom.
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TRANSFER RESTRICTIONS
Purchasers of the Equity Shares in this Issue are not permitted to sell the Equity Shares for a
period of one year from the date of allotment except through the Stock Exchanges. Investors
are advised to consult their legal advisors prior to making any resale, pledge or transfer of
the Equity Shares and also to refer to the chapter "Distribution Restrictions"
Subject to the foregoing, each purchaser of the Equity Shares issued pursuant to this Issue,
by accepting delivery of this document, will be deemed to have represented and agreed as
follows:
• You have received a copy of the Placement Document and such other information as you
deem necessary to make an informed decision and that you are not relying on any other
information or the representation concerning the Company or the Equity Shares, and
neither the Company nor any other person responsible for this document or any part of it
or the Book Running Lead Managers will have any liability for any such other
information or representation;
• You are purchasing the Equity Shares in an offshore transaction meeting the requirements
of Rule 903 or 904 of Regulation S, and you agree that you will not offer, sell, pledge or
otherwise transfer such Equity Shares, except in an offshore transaction complying with
Regulation S or pursuant to any other available exemption from registration under the
U.S. Securities Act and in accordance with all applicable securities laws of the states of
the United States and any other jurisdiction, including India;
• You are authorised to consummate the purchase of the Equity Shares in compliance with
all applicable laws and regulations;
• You acknowledge (or if you are a broker-dealer acting on behalf of a customer, your
customer has confirmed to you that such customer acknowledges) that such Equity Shares
have not been and will not be registered under the U.S. Securities Act;
• You certify that either (A) you are, or at the time the Equity Shares are purchased will be,
the beneficial owner of the Equity Shares and are located outside the United States
(within the meaning of Regulation S) or (B) you are a broker-dealer acting on behalf of
your customer and your customer has confirmed to you that (i) such customer is, or at the
time the Equity Shares are purchased will be, the beneficial owner of the Equity Shares,
and (ii) such customer is located outside the United States (within the meaning of
Regulation S);
• You agree that you will not engage in hedging transactions with regard to the Equity
Shares unless those transactions are in accordance with Regulation S; and
• You acknowledge that the Company and the Book Running Lead Managers, their
respective affiliates and others will rely upon the truth and accuracy of your
representations, warranties, acknowledgements and undertakings set out in this document,
each of which is given to (a) the Book Running Lead Managers on its own behalf and on
behalf of the Company, and (b) to the Company, and each of which is irrevocable and, if
any of such representations, warranties, acknowledgements or undertakings deemed to
have been made by virtue of your purchase of the Equity Shares are no longer accurate,
you will promptly notify the Company.
Any resale or other transfer or attempted resale or other transfer, made other than in compliance
with the above stated restrictions will not be recognised by the Company.
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INDIAN SECURITIES MARKET
The information in this chapter has been extracted from publicly available documents from
various sources, including officially prepared materials (including material available on websites)
of SEBI, BSE and NSE and has not been prepared or independently verified by our Company or
the BRLM to the Issue, or any of our or their respective affiliates or advisers.
The Indian Securities Market
India has a long history of organised securities trading. In 1875, the first stock exchange was
established in Mumbai.
Regulations governing Stock Exchanges
India's stock exchanges are regulated primarily by SEBI, as well as by the GoI acting through the
Ministry of Finance, Stock Exchange Division, under the SCRA and the SCRR and also by the
rules, bye-laws and regulations of the respective stock exchanges, which regulate the recognition
of stock exchanges, the qualifications for membership and the manner in which contracts are
entered into and enforced between members. Under the SEBI Act, SEBI is empowered to regulate
the business of Indian securities markets, including stock exchanges and other financial
intermediaries, promote and monitor self-regulatory organizations, prohibit fraudulent and unfair
trade practices and insider trading, and regulate substantial acquisitions of Equity Shares and
takeovers of companies. The SEBI has also issued guidelines concerning minimum disclosure
requirements by public companies, rules and regulations concerning Investor protection, insider
trading, substantial acquisitions of Equity Shares and takeovers of companies, buybacks of
securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, mutual
funds, FIIs, credit rating agencies and other capital market participants.
SEBI has also set up a committee for the review of Indian securities laws, which has proposed a
draft Securities Bill. The draft Securities Bill, if enacted in its present form may result in a
substantial revision in the laws relating to securities transactions in India. Also, Companies Bill,
2009 has been introduced in the Lok Sabha on August 3, 2009 which proposes to replace the
existing Companies Act, 1956 completely overhauling the existing law. Earlier Companies Bill,
2008 was introduced in the Lok Sabha on October 23, 2008. Due to dissolution of the fourteenth
Lok Sabha, the Companies Bill, 2008 lapsed.
Listing
The listing of securities on recognised Indian stock exchanges is regulated by the Companies Act,
the SCRA, the SCRR, the SEBI Act and various guidelines issued by SEBI and the listing
agreements executed between listed companies and stock exchanges (“Listing Agreement”) of the
respective stock exchanges, under which the governing body of each stock exchange is empowered
to suspend trading of or dealing in a listed security for breach of the company's obligations under
such agreement, subject to the company receiving prior notice of the intent of the exchange. In the
event that a suspension of a company’s securities continues for a period in excess of three months,
the company may appeal to the Securities Appellate Tribunal (“SAT”) established under the SEBI
Act to set aside the suspension. SEBI has the power to set aside stock exchange decisions in this
regard. SEBI also has the power to amend such Listing Agreement and the bye-laws of the stock
exchanges in India.
Minimum level of public shareholding
In order to ensure availability of floating stock of listed companies, SEBI has recently notified
amendments to the listing agreement. All listed companies are required to ensure that their
minimum level of public shareholding remains at or above 25%. This requirement does not apply
in cases of companies having a post issue capital of Rs. 40,000 million (calculated at offer price).
In such an event, the public shareholding must be at least 10%, provided that such company must
bring its public shareholding level up to 25% by increasing its shareholding by at least 5% every
year beginning from the date of the listing of its securities.
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Further, this requirement also does not apply to those companies who at the time of their initial
listing had offered at least 10% of the issue size to the public pursuant to Rule 19(2)(b) of the
SCRR, and which fulfil the following conditions (i) a minimum of 20,00,000 securities were
offered to the public, (ii) the size of the issue was at least Rs. 1,000 million and (iii) the issue was
made only through book building method with allocation of 60% of the issue size to qualified
institutional buyers as specified by SEBI or to those companies that have reached a size of
2,00,00,000 or more in terms of the number of listed shares and Rs. 10,000 million or more in
terms of market capitalisation, that is, the average market capitalisation over the previous financial
year.
However, such listed companies are required to maintain the minimum level of public
shareholding at 10% of the total number of issued ordinary shares of a class or kind for the
purposes of listing. Failure to comply with this clause in the listing agreement requires the listed
company to delist its shares pursuant to the terms of the Delisting Regulations and may result in
penal action being taken against the listed company pursuant to the SEBI Act.
The Government of India vide its notification F.No.5/35/2006-CM dated June 04, 2010 made an
amendment to the Securities Contracts (Regulation) (Amendment) Rules, 2010. As per the
amended Rule 19 (2) (b) and 19 (A), minimum threshold level of public holding should be 25% for
all listed companies. Existing listed companies having less than 25% public holding have to reach
the minimum 25% level by an annual addition of not less than 5% to public holding. For new
listing, if the post issue capital of the company calculated at offer price is more than Rs. 4,000
crore, the company may be allowed to go public with 10% public shareholding and comply with
the 25% public shareholding requirement by increasing its public shareholding by at least 5% per
annum. For companies whose draft offer document is pending with Securities and Exchange Board
of India on or before these amendments are required to comply with 25% public shareholding
requirement by increasing its public shareholding by at least 5% per annum, irrespective of the
amount of post issue capital of the company calculated at offer price. A company may increase its
public shareholding by less than 5% in a year if such increase brings its public shareholding to the
level of 25% in that year. If the public shareholding in a listed company falls below 25% at any
time, such company shall bring the public shareholding to 25% within a maximum period of 12
months from the date of such fall.
Delisting Regulations
The equity shares of a listed company can be delisted under the provisions of the SEBI (Delisting
of Securities) Regulations, 2009, (the "Delisting Regulations"), which govern voluntary and
compulsory delisting of equity shares of Indian companies from the stock exchanges. The
Delisting Regulations have been notified on June 10, 2009 vide notification number LAD-
NRO/GN/2008-2009/09/165992, and replace the provisions of the Securities and Exchange Board
of India (Delisting of Securities) Guidelines, 2003.
The Delisting Regulations are applicable to: (i) voluntary delisting of securities by promoters of a
company; (ii) any acquisition of shares of a company (either by a promoter or by any other person)
or a scheme or arrangement, consequent to which the public shareholding in such company falls
below the minimum limits specified in the listing conditions or listing agreement that may result in
delisting of securities; (iii) promoters of companies who voluntarily seek to delist their securities
from some or all stock exchanges on which the security is listed (iv) cases where a person in
control of the management is seeking to consolidate his holdings in a company in a manner that
would result in the public shareholding in the company falling below the limit specified in the
listing conditions or in the listing agreement that may have the effect of company being delisted;
and (v) companies which may be compulsorily delisted by the stock exchanges on account of,
among other things, violation of stock exchange by-laws. Following a compulsory delisting, a
company, its whole time directors, its promoters and the firms promoter by any of them cannot
directly or indirectly access the securities market or seek listing of any equity shares for a period of
10 years from the date of such delisting.
No company can apply for permission to delist: (i) pursuant to a buy back of equity shares or
preferential allotment made by a company or (ii) unless a period of three years has elapsed since
the listing of that class of equity shares on any recognized stock exchange. Furthermore, if any
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instruments issued by the company which are convertible into the same class of equity shares that
are sought to be delisted, are outstanding delisting is disallowed.
The Delisting Regulations allow a company to delist its equity shares from all or only recognized
stock exchanges on which they are listed, provided an exit opportunity is given to shareholders.
However they provide that an exit opportunity need not be given to the shareholders in cases
where the securities continue to be listed on a stock exchange having nationwide trading terminals.
Presently, only the BSE and the NSE have nationwide trading terminals. When an exit option is
required, the Delisting Regulations require a promoter or an acquirer intending to delist securities
of a company to obtain the prior approval of the shareholders by a special resolution, make a
public announcement in the manner provided for in the Delisting Regulations and make an in-
principle application to and obtain final approval of the stock exchanges within one year of the
passing of the shareholders resolution for delisting. A proposed delisting where no exit option is
required to be given does not require a shareholders resolution and a resolution of the board of
directors is sufficient.
The floor price for delisting will be determined by calculating the average of the weekly high and
low of the closing prices during the last 26 weeks or two weeks proceeding the date on which the
recognized stock exchanges were notified. The offer must fulfill the criteria prescribed in the
Delisting Regulations to be successful. Upon closure of the open offer process, all shareholders
whose equity shares are verified will be paid the final price stated in the public announcement
within 10 working days.
Further, the Ministry of Finance has, on June 10, 2009, proposed certain amendments to the
Securities Contracts (Regulation) Rules, 1957 (“MoF Notification”) in relation to voluntary and
compulsory delisting, to bring them in line with the Delisting Regulations. The MoF Notification
shall become effective from the date that it is published in the Official Gazette.
Disclosures under the Companies Act and Securities Regulations
A public offering of securities in India must be made by means of a prospectus, which must
contain information as specified in the Companies Act and the SEBI ICDR Regulations as
amended, and be filed with the Registrar of Companies having jurisdiction over the place where a
company's registered office is situated. The Companies Act imposes a civil and criminal liability
on a company's directors and promoters for misrepresentation in a prospectus. The Companies Act
also sets forth procedures for the acceptance of subscriptions and the allotment of securities among
subscribers and establishes maximum commission rates for the sale of securities. The SEBI has
issued detailed regulations concerning disclosure by public companies and Investor protection.
Public limited companies are required to prepare and, file with the Registrar of Companies and
circulate to their shareholders audited annual accounts in the manner prescribed in the Companies
Act and must include chapters pertaining to corporate governance, related party transactions and
the management's discussion and analysis as required under the Listing Agreement. In addition, a
listed company is subject to continuing disclosure requirements pursuant to the terms of its Listing
Agreement with the relevant stock exchange where it is listed. Companies are also required to
publish unaudited financial statements, although subject to a limited review by a company's
auditors, on a quarterly basis and inform stock exchanges immediately regarding any stock price-
sensitive information.
The Institute of Chartered Accountants of India ("ICAI") and SEBI have implemented changes
which require Indian companies to account for deferred taxation, consolidate their accounts with
subsidiaries, provide segment-wise reporting and to increase their disclosure of related party
transactions from April 1, 2001 and accounting for investments in associated companies and joint
ventures in consolidated accounts and interim financial reporting from April 1, 2002. As of April
1, 2003, accounting of intangible assets is also regulated by accounting standards set by the ICAI
and as of April 1, 2004 accounting standards regulate accounting for impairment of assets.
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Indian Stock Exchanges
There are several recognised Stock Exchanges in India. BSE and NSE together hold a dominant
position among the stock exchanges in terms of the number of listed companies, market
capitalisation and trading activity. With effect from April 1, 2003, the stock exchanges in India
operate on a trading day plus two, or T+2, rolling settlement system. At the end of the T+2 period,
obligations are settled with buyers of securities paying for and receiving securities, while sellers
transfer and receive payment for securities. For example, trades executed on a Monday would
typically be settled on a Wednesday. SEBI proposes to subsequently move to a T+ 1 settlement
system. In order to contain the risk arising out of the transactions entered into by the members of
various stock exchanges either on their own account or on behalf of their clients, the stock
exchanges have designed risk management procedures, which include compulsory prescribed
margins on the individual broker members, based on their outstanding exposure in the market, as
well as stock-specific margins from the members.
To restrict abnormal price volatility, SEBI has instructed stock exchanges to apply the fol1owing
price bands calculated at the previous day's closing price (there are no restrictions on price
movements of index stocks):
Market Wide Circuit Breakers. In order to restrict abnormal price volatility in any particular stock,
SEBI has instructed stock exchanges to apply daily circuit breakers, which do not allow
transactions beyond certain price volatility. An index based market-wide (equity and equity
derivatives) circuit breaker system has been implemented and the circuit breakers are applied to
the market for movement by 10%, 15% and 20% for two prescribed market indices: the BSE
Sensex for the BSE and the Nifty for the NSE, or the NSE Nifty, whichever is breached earlier. If
any of these circuit breaker thresholds are reached, trading in al1 equity and equity derivatives
markets nationwide is halted.
Price Bands. Price bands are circuit filters of 20% movements either up or down, and are applied
to most securities traded in the markets, excluding securities included in the BSE Sensex and the
NSE Nifty and derivatives products. In addition to the market-wide index based circuit breakers,
there are currently in place varying individual scrip wise bands (except for scrips on which
derivative products are available or scrips included in indices on which derivative products are
available) of 20% either ways for all other scrips.
Circuit-breakers are not applicable to certain stocks listed in the "A" category of BSE, on which
stocks, futures and options are traded. The stock exchanges of India can also exercise the power to
suspend trading during periods of market volatility. Margin requirements are imposed by stock
exchanges that are required to be paid by stockbrokers. At the discretion of the stock exchanges
and under instructions from SEBI, the stock exchanges can also impose ad hoc margins on the
stockbrokers, for specific stocks in the event of extreme volatility in price movements.
Bombay Stock Exchange Limited
The BSE, the oldest stock exchange in India, was established in 1875. In 1956, it became the first
stock exchange in India to have obtained permanent recognition from the Government of India
under the SCRA. Since then, it has evolved over the years into its present status as the premier
stock exchange of India. The BSE switched over from an open outcry trading system to online
trading ("BOLT") from May 1995. Earlier an association of persons, BSE is now a corporatised
and demutualised entity incorporated under the provisions of the Companies Act, pursuant to the
BSE (Corporatisation and Demutualisation) Scheme, 2005 notified by SEBI. Only a member of
the BSE has the right to trade in the stocks listed on the BSE. As of June 2010, there were 4,986
listed companies trading on the BSE and the estimated market capitalization of stocks trading on the
BSE was Rs. 63,923.78 billion.
The BSE Sensitive Index, or Sensex, consists of listed shares of the 30 largest companies (in terms
of market capitalization). The companies are selected on the basis of market capitalization,
liquidity and industry representation. The Sensex was first compiled in 1986 with the fiscal year
ended March 31, 1979 as its base year. The BSE 100 Index (formerly the BSE National Index)
contains listed shares of 100 companies including the 30 in Sensex with fiscal 1984 as the base
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year. The BSE 100 Index was introduced in January 1989. Derivatives trading commenced on the
BSE in 2000. The BSE has wholesale and retail debt trading segments. Retail trading in
government securities commenced in January, 2003.
National Stock Exchange of India Limited
The NSE was established by financial institutions and banks to provide nationwide on-line
satellite-linked screen based trading facilities for market makers with an electronic order-based
trading system, and electronic clearing and settlement for securities, including government
securities, debentures, public sector bonds and units. The principal aim of the NSE is to enable
investors to buy or sell securities from anywhere in India and to serve as a national market for
securities. It commenced operations in the wholesale debt market in June 1994, in capital markets
in November 1994 and in derivatives in June 2000. Deliveries for trades executed "on-market" are
settled through the National Securities Clearing Corporation Limited. The NSE does not categorise
shares into groups as in the case of BSE, except in respect of the trade-to-trade category. Screen-
based paperless trading and settlement is possible through the NSE from various cities in India. As
of June 2010, there were 1,490 companies trading on the NSE and the estimated market capitalization of
stocks trading on the NSE was Rs. 62,291.36 billion.
The NSE launched the NSE 50 Index, now known as S&P CNX NIFTY on April 22, 1996 and the
mid-cap index on January 1, 1996. The securities in the NSE 50 Index are highly liquid. With a
wide network in major metropolitan cities, screen-based trading, a central monitoring system and
greater transparency, the NSE has recently recorded high volumes of trading.
Internet-Based Securities Trading and Services
Internet trading of securities was approved in January 2000. Internet trading takes place through
order routing systems, which route client orders to exchange trading systems for execution. This
permits clients throughout the country to trade using brokers’ internet trading systems. Stock
brokers interested in providing this service are required to apply for permission to the relevant
stock exchange and also have to comply with certain minimum conditions stipulated by SEBI.
NSE became the first exchange to grant approval to its members for providing internet-based
trading services. Internet trading is possible on both the “equities” as well as “derivatives”
segments of the NSE.
Trading Hours
Trading on both NSE and BSE occurs from Monday through Friday, between 9:00 a.m. and 3:30 p.m.
The BSE and NSE are closed on public holidays.
Takeover Code
The Takeover Code, which prescribes certain thresholds or trigger points that require persons /
entities acquiring shares of a company to make an open offer for purchase of shares of other
shareholders of the company. The Takeover Code applies to us since we are a listed company.
Certain important provisions of the Takeover Code are as follows:
(a) Any acquirer (meaning a person who, directly or indirectly, acquires or agrees to acquire
equity shares or voting rights in a company, either by himself or with any person acting in
concert) who acquires equity shares or voting rights that would entitle him to more than 5%,
10%, 14%, 54% or 74% of the equity shares or voting rights in a Company (together with a
company's equity shares or voting rights, if any, already held by him) is required to disclose
at every stage as abovementioned, the aggregate of his equity shareholding or voting rights
in that company to the company (which in turn is required to disclose the same to each of
the stock exchanges on which the company's equity shares are listed) and to each of the
stock exchanges on which the company's equity shares are listed within two days of (a) the
receipt of allotment information; or (b) the acquisition of equity shares or voting rights, as
the case may be. The term "shares" has been defined under the Takeover Code to mean
shares (excluding preference share) or any other security which entitles a person to acquire
shares with voting rights.
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(b) A person who, together with persons acting in concert with him, holds 15% or more but less
than 55% of the equity shares or voting rights in any company is required to disclose any
purchase or sale representing 2% of the equity shares or voting rights of that company
(together with the aggregate shareholding after such acquisition or sale) to that company
and the stock exchanges on which the company's equity shares are listed within two days of
the purchase or sale and is also required to make annual disclosure of his holdings to that
company (which in turn is required to disclose the same to each of the stock exchanges on
which the company's equity shares are listed).
(c) Promoters or persons in control of a company are also required to disclose the number and
percentage of shares and voting rights held by him / them within 21 days of the Financial
Year ending on March 31, as well as the record date for the purpose of declaration of
dividend. The company is also required to make annual disclosure of holdings of its
promoters or persons in control as on March 31 of the respective year to each of the stock
exchanges on which its equity shares are listed.
(d) An acquirer cannot acquire equity shares or voting rights which (taken together with
existing equity shares or voting rights, if any, held by him or by persons acting in concert
with him) would entitle such acquirer to exercise 15% or more of the voting rights in a
company, unless such acquirer makes a public announcement offering to acquire a further
minimum of 20% of the equity shares of the company at a price not lower than the price
determined in accordance with the Takeover Code. A copy of the public announcement is
required to be delivered, on the date, on which such announcement is published, to SEBI,
the company and the stock exchanges on which the company's equity shares are listed.
(e) No acquirer who, together with persons acting in concert with him, has acquired, in
accordance with law, 15% or more but less than 55% of the shares or voting rights in a
company, shall acquire, either by himself or through or with persons acting in concert with
him, additional shares or voting rights that would entitle him to exercise more than 5% of
the voting rights in any financial year ending March 31, unless such acquirer makes a public
announcement offering to acquire a further minimum of 20% of the equity shares of the
company at a price not lower than the price determined in accordance with the Takeover
Code.
(f) An acquirer who, together with persons acting in concert with him, has acquired, in
accordance with law, 55% or more but less than 75% of the equity shares or voting rights in
a company (or, where the company concerned had obtained the initial listing of its shares by
making an offer of at least 10% of the issue size to the public pursuant to Rule 19(2)(b) of
the Securities Contracts (Regulation) Rules, 1957 (the "SCRR"), less than 90% of the
shares or voting rights in the company) would require such an acquirer to make an open
offer to acquire a minimum of 20% of the shares or voting rights which it does not already
own in the company. However, if an acquisition made pursuant to an open offer results in
the public shareholding in the target company being reduced below the minimum level
required under the Listing Agreement with the stock exchanges, the acquirer would be
required to take steps to facilitate compliance by the target company with the relevant
provisions of the Listing Agreement, within the time period prescribed therein.
(g) Where an acquirer who (together with persons acting in concert) holds 55% or more, but
less than 75% of the shares or voting rights in a target company (or, where the concerned
company had obtained the initial listing of its shares by making an offer of at least 10% of
the issue size to the public pursuant to Rule 19(2)(b) of the SCRR, less than 90% of the
shares or voting rights in the company), intends to consolidate its holdings while ensuring
that the public shareholding in the target company does not fall below the minimum level
permitted by the listing agreement with the stock exchanges, the acquirer may do so only by
making an open offer in accordance with the Takeover Code. Such open offer would be
required to be made for the lesser of (i) 20% or more of the voting capital of the company,
or (ii) such other lesser percentage of the voting capital of the company as would, assuming
full subscription to the open offer, enable the acquirer (together with persons acting in
concert), to increase the holding to the maximum level possible, which is consistent with the
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target company meeting the requirements of minimum public shareholding laid down in the
listing agreement with the stock exchanges.
(h) However, such open offer would not be required (uptil the 75% limit stated hereinabove) if
acquirer, either by himself or through persons acting in concert with, acquires additional
shares or voting rights entitling him upto 5% additional voting rights in the concerned listed
company, if such acquisition is made through open market purchase in normal segment on
the stock exchange but not through bulk deal/block deal/negotiated deal/preferential
allotment, or the increase in shareholding or voting rights is pursuant to the buyback of
shares of the concerned listed company. Some further conditions have been prescribed by
SEBI in this regard by its circular dated August 6, 2009.
(i) In addition, regardless of whether there has been any acquisition of equity shares or voting
rights in a company, an acquirer cannot directly or indirectly acquire control over a
company (for example, by way of acquiring the right to appoint a majority of the directors
or to control the management or the policy decisions of the company) unless such acquirer
makes a public announcement offering to acquire a minimum of 20% of the voting equity
shares of the company. In addition, the Takeover Code introduces the "chain principle" by
which the acquisition of a holding company will obligate the acquirer to make a public offer
to the shareholders of each subsidiary company which is listed. The Takeover Code sets out
the contents of the required public announcements as well as the minimum offer price.
The Takeover Code permits conditional offers and provides specific guidelines for the gradual
acquisition of shares or voting rights.
Specific obligations of the acquirer and the board of directors of the target company in the offer
process have also been specified. Acquirers making a public offer are also required to create an
escrow account and deposit a percentage of the total consideration which amount will be forfeited
in the event that the acquirer does not fulfil his obligations.
The general requirements to make such a public announcement do not, however, apply entirely to
bailout takeovers when a promoter (i.e. a person or persons in control of the company, persons
named in any offer document as promoters and certain specified corporate bodies and individuals)
is taking over a financially weak company but not a "sick industrial company" pursuant to a
rehabilitation scheme approved by a public financial institution or a scheduled bank. A "financially
weak company" is a company which has at the end of the previous financial year accumulated
losses which have resulted in the erosion of more than 50% but less than 100% of the total sum of
its paid up capital and free reserves as at the end of the previous financial year. A "sick industrial
company" is a company registered for more than five years which has at the end of any financial
year accumulated losses equal to or exceeding its entire net worth.
Further, in the event that the board of directors of any company have been have been removed by
Central Government or State Government any other regulatory authority, and such government or
authority has appointed other persons to hold office as directors under the provisions of any law
for the time being in force for the orderly conduct of the affairs of the company, and if certain
other pre-conditions are met, then SEBI has the power to relax compliance with the provisions of
Chapter III of the Takeover Code (which consists of Regulations 10 to 29A), which provide, inter
alia, for the trigger in relation to an open offer, manner of making an open offer, obligations of
parties and other incidental matters.
The Takeover Code, subject to certain conditions specified in the Takeover Code, exempts certain
acquisitions from the requirement of making a public offer, including, among others, the
acquisition of shares (1) by allotment in a public issue or a rights issue, (2) pursuant to an
underwriting agreement, (3) by registered stockbrokers in the ordinary course of business on
behalf of clients, (4) in unlisted companies, (5) pursuant to a scheme of reconstruction or
amalgamation, (6) pursuant to a scheme under Section 18 of the Sick Industrial Companies
(Special Provisions) Act, 1985, (7) resulting from transfers between companies belonging to the
same group of companies or between promoters of a publicly listed company and relatives, (8) by
way of transmission through inheritance or succession, (9) resulting from transfers by Indian
venture capital funds or foreign venture capital investors registered with SEBI, to promoters of a
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venture capital undertaking or venture capital undertaking pursuant to an agreement between such
venture capital funds or foreign venture capital investors with such promoters or venture capital
undertaking, (10) by the Government of India controlled companies, unless such acquisition is
made pursuant to a disinvestment process undertaken by the Government of India or a state
government, (11) change in control by takeover/restoration of the management of the borrower
company by the secured creditor in terms of the Securitization and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002, (12) acquisition of shares by a person in
exchange of equity shares received under a public offer made under the Takeover Code and (13) in
terms of regulations relating to delisting of securities as specified by SEBI. The Takeover Code
does not apply to acquisitions in the ordinary course of business by public financial institutions
either on their own account or as a pledgee. An application may also be filed with the takeover
panel seeking exception from the open offer requirements of the Takeover Code.
Under the Takeover Code, the term "promoter" includes any person who is control of the
Company or any person identified as a promoter in any document for the offer of securities to the
public or existing shareholders or in the shareholding information disclosed under the listing
agreement, whichever is later, or any person belonging to the promoter group as defined under the
Takeover Code. Directors or officers are excluded from the definition of ‘promoter’, if he is acting
merely in his professional capacity.
Insider Trading Regulations
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
("Insider Trading Regulations") have been notified by SEBI to prevent insider trading in India
by prohibiting and penalising insider trading in India. The Insider Trading Regulations prohibit an
‘‘insider” from dealing, either on his own behalf or on behalf of any other person, in the securities
of a company listed on any stock exchange when in possession of unpublished price-sensitive
information. The terms "insider", "unpublished" and "prices sensitive information" are defined in
the Insider Trading Regulations. The Insider Trading Regulations define an insider to mean any
person who: (i) is or was connected with the company or is deemed to have been connected with
the company and who is reasonably expected to have access to unpublished price sensitive
information in respect of securities of a company or (ii) has received or has had access to such
unpublished price sensitive information. Pursuant to recent amendments to the Insider Trading
Regulations, the definition of the term ‘insider’ has been broadened to include ‘any person’ who has
received or has had access to unpublished price sensitive information of the company.
Price sensitive information means any information which relates directly or indirectly to a
company and which if published is likely to materially affect the price of securities of the
company, such as the periodical financial results of the company, intended declaration of
dividends (both interim and final), issue of securities or buyback of securities An insider is also
prohibited from communicating, counselling or procuring, directly or indirectly, any unpublished
price-sensitive information to any other person who whilst in possession of such unpublished
price-sensitive information shall not deal in securities. The prohibition under the Insider Trading
Regulations also extends to all persons, including a company dealing in the securities of a
company listed on any stock exchange whilst in the possession of unpublished price-sensitive
information. It is to be noted that recently SEBI has amended the Insider Trading Regulations to
provide certain defences to the prohibition on companies in possession of unpublished price-
sensitive information dealing in securities.
The Insider Trading Regulations make it compulsory for listed companies and certain other entities
associated with the securities market to establish an internal code of conduct to prevent insider
trading and also to regulate disclosure of unpublished price-sensitive information within such
entities so as to minimise misuse of such information. To this end, the Insider Trading Regulations
provide a model code of conduct.
Further, the Insider Trading Regulations specify a model code of corporate disclosure practices to
prevent insider trading which must be implemented by all listed companies. In accordance with the
recent amendments, the Insider Trading Regulations require that the model code of conduct should
not be diluted in any manner and shall be complied with. The model code of conduct has also been
amended to prohibit all directors / officers / designated employees who buy or sell any number of
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shares of the company from entering into opposite transactions during the next six months
following the prior transaction. All directors and designated employees have also been prohibited
from taking positions in derivative transactions in shares of the company at any time. Further,
certain provisions pertaining to, inter alia, reporting requirements have also been extended to
dependants of directors and designated employees of the company.
The Insider Trading Regulations require any person who holds more than 5% of the shares or
voting rights in any listed company to disclose to the company the number of shares or voting
rights held by such person, on becoming such holder, within two (2) working days of either.
• the receipt of intimation of allotment of the shares; or

• the acquisition or the sale of the shares or voting rights, as the case may be.
Every listed company is required to, within two (2) days of receipt of such information as
mentioned above, disclose the same to all stock exchanges on which the company is listed.
On a continuing basis, under the Insider Trading Regulations, any person who holds more than
five (5) per cent of the shares or of the voting rights in any listed company is required to disclose
to the company,- the number of shares or voting rights held by him and any change in such
shareholding or voting rights,- (even if such change results in the shareholding falling below five
(5) per cent), provided such change exceeds two (2) per cent of the total shareholding or voting
rights in the company. Such disclosure is required to be made within two (2) working days of:
• the receipt of intimation of allotment of the shares; or

• the acquisition or the sale of the shares or voting rights, as the case may be.
Further, all directors and officers of a listed company are required to disclose to the company the
number of shares or voting rights held and positions taken in derivative trading by such persons in
such company within two working days of becoming a director or officer of such company. All
directors and officers of a listed company are also required to make periodic disclosures of their
shareholding in the company as specified in the Insider Trading Regulations.
Depositories
In August 1996, the Indian Parliament enacted the Depositories Act, 1996 which provides a legal
framework for the establishment of depositories to record ownership details and effectuate
transfers in book entry form. The SEBI framed the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996 which provide for the formation of such
depositories, the registration of participants as well as the rights and obligations of the
depositories, participants, beneficial owners and the companies. The depository system has
significantly improved operations of the Indian securities markets. Trading of securities in book-
entry form commenced in December 1996. In January 1998, the SEBI has notified scrips of
various companies for compulsory dematerialized trading by certain categories of investors such as
foreign institutional investors and other institutional investors and has also notified compulsory
dematerialized trading in specified scrips for all retail investors. The SEBI has subsequently
increased the number of scrips in which dematerialized trading is compulsory for all investors.
Under regulations issued by the SEBI, a Company shall give the option to subscribers/shareholders
to receive the security certificates and hold securities in dematerialized form with a depository.
However, even in the case of scrips notified for compulsory dematerialized trading, investors,
other than institutional investors, are permitted to trade in physical shares on transactions outside
the stock exchange where there are no requirements to report such transactions to the stock
exchange and on transactions on the stock exchange involving lots of less than 500 securities.
Transfers of shares in book-entry form require both the seller and the purchaser of the equity
shares to establish accounts with depository participants registered with the depositories
established under the Depositories Act, 1996. Charges for opening an account with a depository
participant, transaction charges for each trade and custodian charges for securities held in each
account vary depending upon the practice of each depository participant and must be borne by the
account holder. Upon delivery, the shares shall be registered in the name of the relevant depository
on the company's books and this depository shall enter the name of the investor in its records as the
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beneficial owner, thus affecting the transfer of beneficial ownership. The beneficial owner shall be
entitled to all rights and benefits and be subject to all liabilities in respect of his/her securities held
by a depository. The Companies Act compulsorily provides that Indian companies making any
initial public offering of securities for or in excess of Rs. 100 million to issue the securities in
dematerialized form.
Derivatives (Futures and Options)
Trading in derivatives is governed by the SCRA, the SCRR and the SEBI Act. The SCRA was
amended in February 2000 and derivative contracts were included within the meaning of the term
"securities," as defined by the SCRA. Trading in derivatives in India takes place either on separate
and independent derivatives exchanges or on a separate segment of an existing stock exchange.
The derivative exchange or derivative segment of a stock exchange functions as a self regulatory
organization under the supervision of the SEBI. Derivatives products were introduced in phases in
India, starting with futures contracts in June 2000 and index options, stock options and stock
futures in June 2000, July 2001 and November 2001 respectively.
Exchange Controls - Restrictions on Conversion of Indian Rupees
There are restrictions on conversion of Rupees into US dollars. Before February 29, 1992, RBI
determined the official value of the Rupee in relation to a weighted basket of currencies of India's
major trading partners. In the February 1992 budget, a new dual exchange rate mechanism was
introduced by allowing conversion of 60% of the foreign exchange received on trade or current
account at a market-determined rate and the remaining 40% at the official rate. All importers were,
however, required to buy foreign exchange at the market rate except for certain priority imports. In
March 1993, the exchange rate was unified and allowed to float. In February 1994 and again in
August 1994, RBI announced relaxations of the payment restrictions previously applicable to
certain transactions. Since August 1994, the GoI has substantially complied with its obligations to
the International Monetary Fund, under which India is committed to refrain from using exchange
restrictions on current international transactions as an instrument to manage the balance of
payments. Effective July 1995, the process of current account convertibility was advanced by
relaxing restrictions on foreign exchange for various purposes, such as foreign travel and medical
treatment. The Central Government has also relaxed restrictions on capital account transactions by
resident Indians since 1999. For example, resident Indians are now permitted to remit up to
US$200,000 for any capital account transaction.
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STATEMENT OF TAX BENEFITS
The information provided below sets out the possible tax benefits available to the shareholders in
a summary manner only and is not a complete analysis or listing of all potential tax consequences
of the purchase, ownership and disposal of equity shares, under the current tax laws presently in
force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for
professional advice. Investors are advised to consult their own tax consultant with respect to the
tax implications of an investment in the Equity Shares particularly in view of the fact that certain
recently enacted legislation may not have a direct legal precedent or may have a different
interpretation on the benefits, which an investor can avail.
To
The Board of Directors
8th floor, Express Tower
Nariman Point,
Mumbai-400021
Dear Sirs,
Statement of Possible Direct Tax Benefits
We hereby report that the enclosed annexure states the possible tax benefits available to JBF
Industries Limited (“Company”) and its shareholders under the current tax laws in India. Several
of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to
derive the tax benefits is dependent upon fulfilling such conditions which, based on business
imperatives which the Company may face in the future, the Company may or may not fulfil.
The benefits discussed below are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her or its own tax consultant with respect to the specific tax
implications arising out of his or her or its participation in the issue.
We do not express any opinion or provide any assurance whether:

• the Company or its shareholders will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits have been or would be met.
The contents of the annexure are based on information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and
operations of the Company.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is
given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to change from
time to time. We do not assume responsibility to update the views consequent to such changes. The
views are exclusively for the use of JBF Industries Limited. We shall not be liable to JBF Industries
Limited for any claims, liabilities or expenses relating to this assignment except to the extent of fees
relating to this assignment, as finally judicially determined to have resulted primarily from bad faith
or intentional misconduct. We will not be liable to any other person in respect of this statement.
Thanking you,
Yours faithfully,
For Chaturvedi & Shah
Firm Registration No. 101720W
Chartered Accountants
R.Koria
Partner
Date: September 07, 2010
Place: Mumbai
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ANNEXURE
STATEMENT OF POSSIBLE DIRECT TAX BENEFITS AVAILABLE TO JBF

INDUSTRIES LIMITED AND TO ITS SHAREHOLDERS
UNDER THE INCOME TAX ACT, 1961 (“THE ACT”)
A. TO COMPANY
I. SPECIAL TAX BENEFITS
There are no special benefits accruing to the Company.
II. GENERAL TAX BENEFITS
1. As per Section 10(34) of the Act, income earned by the Company by way of
dividend from another domestic company referred to in Section 115-O of the Act
is exempt from tax.
2. As per Section 10(35) of the Act, the following income will be exempt from tax
in the hands of the Company:
a. Income received in respect of the units of a Mutual Fund specified under

Section 10(23D); or
b. Income received in respect of units from the Administrator of the
specified undertaking; or
c. Income received in respect of units from the specified company
3. As per Section 10(38) of the Act, long term capital gains arising to the Company
from the transfer of a long term capital asset being an equity share in a company
or a unit of an equity oriented fund, where such transaction is chargeable to
securities transaction tax, will be exempt in the hands of the Company.
4. Under Section 32 of the Act, the Company is entitled to claim depreciation subject
to the conditions specified therein, at the prescribed rates on its specified assets
used for its business.
5. Under Section 35D of the Act, the Company will be entitled to a deduction equal
to 1/5th of the expenditure incurred of the nature specified in the said Section,
including expenditure incurred on present issue, such as underwriting commission,
brokerage and other charges, as specified in the provision, by way of amortisation
over a period of 5 successive years, beginning with the previous year in which the
business commences or after the commencement of its business in connection with
extension of its industrial undertaking or in connection with setting up a new
industrial unit, subject to the stipulated limits.
6. As per Section 54EC of the Act and subject to the conditions and to the extent
specified therein, long-term capital gains (in cases not covered under Section
10(38) of the Act) arising on the transfer of a long-term capital asset will be
exempt from tax if the capital gains are invested in a “long term specified asset”
within a period of six months after the date of such transfer, subject to the limit
of Rupees Five million in a year.
7. As per Section 111A of the Act, short term capital gains arising to the
Company from the sale of equity shares or units of an equity oriented mutual
fund transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate
of 15%.
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8. As per Section 112 of the Act, the tax on capital gains on transfer of listed
securities or units where the transaction is not chargeable to securities
transaction tax, held as long term capital assets will be the lower of:-
a. 20% of the capital gains as computed after indexation of the cost; or
b. 10% of the capital gains as computed without indexation.
9. As per Section 80G of the Act, the Company is entitled to claim deduction of an
specified amount in respect of eligible donations subject to the fulfilment of the
conditions specified in that Section as per the provisions of Chapter XVII-B of the
Income-Tax Act.
10. The amount of tax paid under Section 115JB by the Company will be available
as credit to the extent specified in Section 115JAA for ten years succeeding the
assessment year in which MAT credit becomes allowable in accordance with
the provisions of Section 115JAA.
B. TO MEMBERS
I. Special Benefits
There are no special benefits accruing to the members.
II. General Benefits
(A) Resident Members
1. As per Section 10(34) of the Act, income earned by the resident members by way
of dividend from the domestic company referred to in Section 115-O of the Act is
exempt from tax.
2. As per Section 10(38) of the Act, long term capital gains arising to the resident
members from the transfer of a long term capital asset being an equity share in a
company or a unit of an equity oriented fund, where such transaction is
chargeable to securities transaction tax, will be exempt in the hands of such
members.
3. As per Section 111A of the Act, short term capital gains arising to the resident
members from the sale of equity shares or units of an equity oriented mutual
fund transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate
of 15%.
6. As per the provisions of Section 54F of the Act, long term capital gains (in cases
not covered under Section 10(38)) arising on the transfer of the shares of the
Company held by an individual or Hindu Undivided Family will be exempt
from tax if the net consideration is utilised, within a period of one year
before, or two years after the date of transfer, in the purchase of a
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residential house, or for construction of a residential house within three
years.
(B) Non-Resident Indian Members
1. As per Section 10(34) of the Act, income earned by way of dividend from the
domestic company referred to in Section 115-O of the Act is exempt from tax.
2. As per Section 10(38) of the Act, long term capital gains arising from the
transfer of a long term capital asset being an equity share in a company or a unit
of an equity oriented fund, where such transaction is chargeable to securities
transaction tax, will be exempt.
3. As per Section 111A of the Act, short term capital gains arising from the sale
of equity shares or units of an equity oriented mutual fund transacted through
a recognized stock exchange in India, where such transaction is chargeable to
securities transaction tax, will be taxable at the rate of 15%.
5. As per the first proviso to Section 48 of the Act, in case of a non resident
shareholder, the capital gain/loss arising from transfer of shares or debentures of
the Company, acquired in convertible foreign exchange, will be computed by
converting the cost of acquisition, sales consideration and expenditure incurred
wholly and exclusively incurred in connection with such transfer, into the same
foreign currency which was initially utilized in the purchase of shares. Cost
indexation benefit will not be available in such a case.
7. As per the provisions of Section 54F of the Act, long term capital gains (in cases
not covered under Section 10(38)) arising on the transfer of the shares of the
Company held by an individual or Hindu Undivided Family will be exempt
from tax if the net consideration is utilised, within a period of one year
before, or two years after the date of transfer, in the purchase of a
residential house, or for construction of a residential house within three
years.
8. As per Section 115E of the Act, income from investment or income from
long term capital gains on transfer of assets other than specified asset shall
be taxable at the rate of 20%. Income by way of long term capital gains in
respect of a specified asset (as defined in Section 115C (f) of the Act) shall
be chargeable at 10%.
9. In accordance with Section 115F of the Act, subject to the conditions and to
the extent specified therein, long term capital gains arising from transfer of
shares of the Company acquired out of convertible foreign exchange, and on
which securities transaction tax is not payable, shall be exempt from capital gains
tax, if the net consideration is invested within six months of the date of transfer in
any specified asset.
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10. In accordance with Section 115G of the Act, It is not necessary for a non-
resident Indian to file a return of income under Section 139 (1) of the Act, if
his total income consist only of investment income earned on shares of the
Company acquired out of convertible foreign exchange or Income by way of
long term capital gains earned on transfer of shares of the company acquired out
of convertible foreign exchange, and the tax has been deducted at source from
such income as per the provisions of Chapter XVII-B of the Income-Tax Act.
11. As per Section 115H of the Act, where a non-resident Indian becomes assessable
as a resident in India, he may furnish a declaration in writing to the Assessing
Officer, along with his return of income for that year under Section 139 of the
Act to the effect that the provisions of Chapter XII-A shall continue to apply to
him in relation to such investment income derived from the specified assets
for that year and subsequent assessment years until such assets are converted
into money.
12. In accordance with Section 115-I of the Act, Where a non-resident Indian
opts not to be governed by the provisions of Chapter XII-A for any assessment
year, his total Income for that assessment year (Including Income arising from
Investment in the Company) will be computed and tax will be charged according
to the other provisions of the Income-Tax Act.
13. The tax rates and consequent taxation mentioned above will be further subject
to any benefits available under the Tax Treaty, if any, between India and the
country in which the non-resident has fiscal domicile. As per the provisions of
Section 90(2) of the Act, the provisions of the Act would prevail over the
provisions of the Tax Treaty to the extent they are more beneficial to the non-
resident.
(C) Foreign Institutional Investors (FII’s)
1. As per Section 10(34) of the Act, any income earned by way of dividend income
from the domestic Company referred to in Section 115-O of the Act is exempt
from tax.
2. As per Section 10(38) of the Act, long term capital gains arising from the
transfer of a long term capital asset being an equity share of the Company,
where such transaction is chargeable to securities transaction tax, will be
exempt.
3. As per Section 115AD read with Section 111A of the Act, short term capital
gains arising from the sale of equity shares of the Company transacted through
a recognized stock exchange in India, where such transaction is chargeable to
securities transaction tax, will be taxable at the rate of 15%.
4. As per Section 115AD of the Act, FIIs will be taxed on the capital gains that are
not exempt under the provisions of Section 10(38) of the Act at the following
rates:
Nature of income Rate of tax (%)

Long term capital gains 10
Short term capital gains (other than referred to in Section 111A) 30
In case of long term capital gains, (in cases not covered under Section 10(38) and
Section 115 AD of the Act), the tax is levied on the capital gains computed
without considering the cost indexation and without considering foreign exchange
fluctuation.
5. The tax rates and consequent taxation mentioned above will be further subject
to any benefits available under the Tax Treaty, if any between India and the
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country in which the FII has fiscal domicile. As per the provisions of Section
90(2) of the Act, the provisions of the Act would prevail over the provisions of the
Tax Treaty to the extent they are more beneficial to the FII.
of Rs. Five million in a year.
(D) Mutual Funds
As per Section 10(23D) of the Act, any income of Mutual Funds registered under the
Securities and Exchange Board of India Act, 1992 or Regulations made thereunder,
Mutual Funds set up by public sector banks or public financial institutions and Mutual
Funds authorised by the Reserve Bank of India will be exempt from income tax, subject to
such conditions as the Central Government may by notification in the Official Gazette,
specify in this behalf.
(E) Venture Capital Companies / Funds
As per Section 10(23FB) of the Act, all Venture Capital Companies/Funds registered with
the Securities and Exchange Board of India, subject to the conditions specified, are eligible
for exemption from income tax on their entire income, including income from sale of shares
of the company. However, under Section 115U of the Act, income received by a person out
of investment made in a venture capital company or in a venture capital fund will be
chargeable to tax in the hands of such person.
UNDER THE WEALTH TAX ACT, 1957
“Asset” as defined under Section 2(ea) of the Wealth tax Act, 1957 does not include shares in
companies and hence, shares are not liable to wealth tax.
NOTES
(i) In the above statement only basic tax rates have been enumerated and the same is
subject to surcharge and education cess, wherever applicable.
(ii) The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a
summary manner only and is not a complete analysis or listing of all potential tax
consequences of the purchase, ownership and disposal of equity shares.
(iii) All the above benefits are as per the current tax laws (Including amendments made by the
finance (No. 2) Act 2010), legislation, its judicial interpretation and the policies of the
regulatory authorities are subject to change from time to time, and these may have a bearing
on the benefits listed above. Accordingly, any change or amendments in the law or relevant
regulations would necessitate a review of the above.
(iv) Several of these benefits are dependent on the company and its shareholders fulfilling the
conditions prescribed under the provisions of the relevant Sections under the relevant tax
laws.
(v) This statement is only extended to provide general information to the investors and is
neither designed nor intended to be a substitute for Professional Tax Advice. In view of
the individual nature of tax consequences, being based on all the facts, in totality, of the
investors, each investor is advised to consult his/her/its own tax advisor with respect to
specific tax consequences of his/her/its investments in the shares of the Company.
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DESCRIPTION OF THE EQUITY SHARES
Set forth below is certain information relating to the share capital of our Company including a
brief summary of some of the provisions of the Memorandum and Articles of Association of our
Company and the Companies Act relating to the rights attached to the Equity Shares.
General
The authorized share capital of our Company is Rs. 1,000 million divided into 100,000,000 Equity
Shares of Rs. 10 each. The paid-up equity share capital of our Company is 62,242,448 fully paid
up Equity Shares of Rs. 10/- each.
We have not issued any preference shares.
Dividends
Under the Companies Act, unless the board of directors recommend the payment of a dividend, the
shareholders at a general meeting have no power to declare any dividend. Under our Company's
Articles, our Company in general meeting may, subject to Section 205 of the Companies Act
declare dividends, to be paid to members according to their respective rights and interests in the
profits and subject to the provisions of the Companies Act and, may fix the time for payment. Our
Company may, in a general meeting declare a lower, but not higher, dividend than that
recommended by our Board. The profits of our Company, subject to any special rights relating
thereto created or authorized to be created by the Articles of Association shall be divisible among
the members in proportion to the amount of capital paid-up on the Equity Shares held by them
respectively. In addition, subject to the provisions of the Act, the Board may, from time to time,
pay to the members on account of next forth coming dividend such interim dividends as in its
judgment is valid and justified.
The dividends can only be paid in cash to shareholders whose name appear on the register of
shareholders on the date which is specified as the "record date" or "book closure date”, and in case
of unregistered transfers, where the instrument of transfer has been delivered to the company for
registration and the transfer of such shares has not been registered by the company, the company
shall comply with Section 206A of the Companies Act by transferring such dividend to a special
account referred to in Section 205A of the Companies Act, unless the company is authorized by
the registered holder of such share in writing to pay such dividend to the transferee mentioned in
such instrument of transfer.
Under our Company’s Articles, no member is entitled to any interest or dividend in respect of his
shares whilst any amount is due or owing from him to our Company in respect of such share or
shares or otherwise, either alone or jointly with any other person or persons. This amount may be
deducted from the interest or dividend payable to the member so due from him to the Company.
However, once the amount is declared, there shall be no forfeiture of unclaimed dividends. Any
dividend remaining unpaid or unclaimed after having been declared by the company shall be dealt
with by the company in accordance with Section 205A, 205B and 205C of the Companies Act.
Dividends payable in cash must be paid by cheque or warrant sent through post to the registered
address of the shareholder entitled to payment of dividend, or in case of joint holders, to the
registered address of one of such joint shareholders who is named first in the register of members
or to such person and to such address as the shareholder or the joint shareholders may in writing
direct. Every such cheque shall be made payable to the order of the person to whom it is sent.
Under the Companies Act and the Companies (Transfer of Profits to Reserves) Rule, 1975, a
company may only pay a dividend in excess of 10% of its paid-up capital in respect of any
financial year out of the profits of that year after it has transferred to the reserves of the company a
percentage of its profits for that year ranging between 2.5% to 10% depending on the rate of
dividend proposed to be declared in that year. The Companies Act further provides that if the
profit for a year is insufficient, the dividend for that year may be declared out of the accumulated
profits earned in previous years and transferred to reserves, subject to the following conditions: (i)
the rate of dividend to be declared may not exceed the lesser of the average of the rates at which
dividends were declared in the five years immediately preceding the year, and 10% of paid-up
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capital; (ii) the total amount to be drawn from the accumulated profits from previous years may not
exceed an amount equivalent to 10% of paid-up capital and free reserves and the amount so drawn
is first to be used to set off the losses incurred in the financial year before any dividends in respect
of preference or equity shares is declared; and (iii) the balance of reserves after withdrawals must
not be below 15% of paid-up capital.
Capitalization of Reserves
Our Company's Articles state that any general meeting may resolve that any amounts standing to
the credit of the share premium account or the capital redemption reserve fund or any monies,
investments or other assets forming part of the undivided profits (including profits or surplus
monies arising from the realization and (where permitted by law) from the appreciation in value of
any capital assets of our Company) standing to the credit of the general reserve or any reserve fund
or any other fund of our Company or in the hands of our Company and available for dividend be
capitalized (a) by the issue and distribution as fully paid up of shares of our Company or (b) by
crediting shares of our Company which may have been issued to and are not fully paid up with the
whole or any part of the sum remaining unpaid thereon. Provided that any amounts standing to the
credit of the share premium account or the capital redemption reserve fund shall be applied only in
crediting the payment of capital on shares of our Company to be issued to the members of our
Company as fully paid bonus shares.
A general meeting may resolve that any surplus moneys arising from the realisation of any capital
assets of our Company, or any investments representing the same, or any other undistributed
profits of our Company not subject to charge for income-tax be distributed among the members on
the footing that they receive the same as capital.
Any issue of bonus shares would be subject to the regulations issued by the SEBI in this regard.
The relevant SEBI ICDR Regulations prescribe that no company shall, pending conversion of
convertible debt instruments, issue any equity shares by way of a bonus issue, unless it has made
reservation of equity shares of the same class in favour of the holders of such outstanding
convertible debt instruments in proportion to the convertible part thereof. Further, for the issuance
of such bonus shares a company should not have defaulted in the payment of interest or principal
in respect of fixed deposits or interest on existing debentures / bonds or principal on redemption of
such debentures / bonds issued by it. The declaration of bonus shares in lieu of dividend cannot be
made. The bonus issue must be made out of free reserves built out of genuine profits or securities
premium account collected in cash only and reserves created by revaluation of fixed assets shall
not be capitalized for the purpose of issuing bonus shares.
Further, a company should have sufficient reason to believe that it has not defaulted in respect of
the payment of statutory dues of the employees, such as contribution to provident fund, gratuity
and/or bonuses.
Under the SEBI ICDR Regulations, a company announcing a bonus issue after the approval of its
board of directors and not requiring shareholders’ approval for capitalization of profits or reserves
for making the bonus issue, shall implement the bonus issue within fifteen days from the date of
the approval of the issue by its board of directors. Provided that where the company is required to
seek shareholders’ approval for capitalization of profits or reserves for making the bonus issue, the
bonus issue shall be completed within two months from the date of the meeting of its board of
directors wherein the decision to announce the bonus issue was taken subject to shareholders’
approval.
Pre-Emptive Rights and Alteration of Share Capital
Subject to the provisions of the Companies Act, a company, may increase its share capital by
issuing new shares on such terms and with such rights as a company, by action of shareholders in a
general meeting, determines, which may vary from the original issue in terms of rights as to
dividend, voting or otherwise in accordance with such rules and subject to such conditions as may
be prescribed. In this regard, the laws require that for a company to issue shares with differential
voting rights a company inter alia must have had distributable profits in terms of the Companies
Act for a period of three financial years preceding the year in which it is decided to issue such
141
shares and have not defaulted in filing annual accounts and annual returns for the immediately
preceding three years in which it has decided to issue such shares. Whenever the capital of a
company is increased through such resolution, the directors shall comply with the provisions of
Section 97 of the Companies Act.
As per Section 81 of the Companies Act, such new shares shall be offered to the persons, who at
the date of the offer are holders of equity shares in the company, in proportion to the amount paid
up on those shares at that date. The offer shall be made by notice specifying the number of shares
offered and limiting a time, being not less than 15 days from the date of the offer within which
such offer, if not accepted, will be deemed to have been declined. After such date the board of
directors may dispose of the shares offered in respect of which no acceptance has been received, in
such manner as they think most beneficial to a company. The offer is deemed to include a right
exercisable by the person concerned to renounce the shares offered to him in favour of any other
person acceptable to the board of directors.
Under the provisions of Section 81(1A) of the Companies Act, new shares may be offered to any
persons whether or not those persons include existing shareholders, in any manner whatsoever, if a
special resolution to that effect is passed by the shareholders of a company in a general meeting.
Where no such special resolution is passed, if the vote cast (show of hands or on poll) in favour of
the proposal contained in the resolution moved at the general meeting sanctioning the issue of such
shares (including the casting vote, if any of the chairman) by members who, being entitled to do so
vote in person, or where proxies are allowed by proxy, exceed the votes, if any, cast against the
proposal by members so entitled and voting and the Central Government is satisfied, on an
application made by the Board in that behalf, such shares may be offered.
Subject to Section 81(3) of the Companies Act, a company may increase its subscribed capital on
exercise of an option attached to the debenture issued or loans raised by a company to convert such
debentures or loans into shares, or to subscribe for shares in a company. A company can also alter
its share capital by way of a reduction of capital subject to Sections 78, 80 and 100 to 105 of the
Companies Act, or by undertaking a buy-back of shares under the prescribed SEBI regulations and
subject to the approvals and terms and conditions as prescribed under Section 77A, 77AA and 77B
of the Companies Act.
The Articles of our Company provides that subject to Section 94 of the Companies Act, our
Company, in a general meeting may consolidate and divide all or any of its share capital into
shares of larger amounts than its existing shares, sub-divide its shares or any of them into shares of
smaller amount than originally fixed by the Memorandum of Association and cancel shares which
at the date of the general meeting have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of shares so cancelled.
Preference Shares
Subject to Section 80 of the Companies Act, a company limited by shares may, if so authorized by
its articles, issue preference shares which are, or at the option of the company are to be liable, to be
redeemed subject to the following conditions:
• no such shares shall be redeemed except out of profits of a company which would otherwise
be available for dividends or out of the proceeds of a fresh issue of shares made for the
purposes of redemption;
• no such shares shall be redeemed unless they are fully paid;
• the premium, if any, payable on redemption shall have been provided for out of the profits
of a company or out of such company's share premium account before the shares are
redeemed;
• where any such shares are redeemed otherwise than out of the proceeds of a fresh issue,
there shall, out of profits which would otherwise have been available for dividends, be
transferred to a reserve fund, to be called the company’s capital redemption reserve account,
a sum equal to the nominal amount of the shares redeemed;
• subject to the provisions of Section 80 and 80A of the Companies Act, the redemption of
preference shares hereunder may be effected in accordance with the terms and conditions as
may be prescribed by the articles of the company; and
142
• whenever a company shall redeem any redeemable preference shares, a company shall,
within one month thereafter, give notice thereof to the Registrar of Companies as required
by Section 95 of the Act. Preference shares must be redeemable before the expiry of a
period of 20 years from the date of their issue.
General Meetings of Shareholders
In accordance with Section 166 read with Section 210 of the Companies Act, a company must hold
its annual general meeting each year within 15 months of the previous annual general meeting and
in any event not later than six months after the end of each accounting year, unless extended by the
Registrar of Companies at the request of the company for any special reason not exceeding three
months. Every member of a company shall be entitled to attend every general meeting either in
person or by proxy, and the auditor of a company shall have the right to attend and to be heard at
any general meeting on any part of the business which concerns him as auditor. The board of
directors may convene an extraordinary general meeting of shareholders when necessary or at the
request of a shareholder or shareholders holding in the aggregate not less than 10% of the issued
paid-up capital of a company in accordance with Section 169 of the Companies Act.
Written notices convening a meeting setting out the date, hour, place and agenda of the meeting
must be given to members at least 21 days prior to the date of the proposed meeting. A general
meeting may be called after giving shorter notice if consent is received from all shareholders
entitled to vote thereat, in the case of an annual general meeting, and from shareholders holding
not less than 95% of the paid-up capital of a company, in the case of any other meeting. A
document may be served by a company on any member thereof and the notice of every meeting of
a company shall be given to every member in any manner authorized by and as provided in
Sections 53 and 172 of the Companies Act. The accidental omission to give notice of any meeting
or the non receipt of any notice by the member or other person to whom it should be given shall
not invalidate the proceedings at the meetings. Currently, our Company gives written notices to all
members and, in addition, gives public notice of general meetings of shareholders in a daily
newspaper of general circulation in Maharashtra.
A company intending to pass a resolution relating to matters including, but not limited to,
amendment in the objects clause of the Memorandum, buy-back of shares under the Companies
Act, giving loans or extending guarantees or providing securities in excess of limits prescribed
under the Companies Act, and guidelines issued there under, is required to obtain the resolution
passed by means of a postal ballot instead of transacting the business in the general meeting of the
company. If the resolution is assented to by a requisite majority of shareholders by means of a
postal ballot, it shall be deemed to have been duly passed at a general meeting convened in that
behalf.
Voting Rights
Subject to the provisions of the Companies Act and our Company’s Articles, votes may be given
either personally or by an attorney or by proxy, or in the case of a body corporate, also by a
representative duly authorised under Section 187 of the Companies Act. Under the Companies
Act, at any general meeting, a resolution put to vote of the meeting shall be decided on a show of
hands. Under the Company’s Articles, upon a show of hands, every member entitled to vote,
holding shares and present in person shall have one vote. Before, or on the declaration of the result
of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the
Chairman at his own motion, or on a demand being made in that behalf by the persons or person as
may be provided by the Companies Act. This demand for a poll may be withdrawn at any time by
the persons or person who made that demand. A poll demanded on any other question (not being a
question relating to the election of the Chairman) shall be taken at such time not being later than
forty eight (48) hours from the time when the demand was made, as the Chairman may direct. The
Chairman shall be sole judge for the validity of both a vote on a show of hands as well as a vote on
a poll. The Chairman of the meeting has a casting vote. A proxy may not vote except on a poll.
Ordinary resolutions may be passed by simple majority of those present and voting. Special
resolutions require that the votes cast in favor of the resolution must be at least three times the
votes cast against the resolution. The Companies Act provides that to amend the Articles a special
resolution is required to be passed in a general meeting. Certain instances, including dissolutions,
143
merger or consolidation of a company, transfer of the whole or a significant part of the business of
a company to another company or taking over the whole of the business of any other Company
and, in any case where shareholding of public financial institutions and banks exceeds 25%,
appointment or re-appointment of statutory auditors, require a special resolution.
A shareholder may exercise his voting rights by proxy to be given in the form required by the
articles of a company. Any member entitled to vote at a meeting of a company is entitled to
appoint another person as his proxy to attend and vote on a poll instead of himself, but a proxy so
appointed does not have the right to speak at the meeting. Every notice convening a meeting of a
company shall state that a member entitled to attend and vote at the meeting is entitled to appoint a
proxy and that the proxy need not be a member of a company. The instrument appointing a proxy
is required to be lodged with a company at least forty eight (48) hours before the time of the
meeting in accordance with Schedule IX of the Companies Act as far as possible. Every member
who is entitled to vote at the meeting shall be entitled from a period beginning 24 hours prior to
the time fixed for the meeting and concluding at the end of the meeting, to inspect the proxies
lodged at the meeting during business hours, provided that three days' written notice is given to a
company. A shareholder may, by a single power of attorney, grant a general power of
representation regarding several general meetings of shareholders. A corporate shareholder is also
entitled to nominate a representative to attend and vote on its behalf at general meetings. A
shareholder which is a legal entity may appoint an authorised representative who can vote in all
respects as a member would, both on a show of hands and a poll. However, no member shall be
entitled to vote at any general meeting either personally or by proxy or as proxy for another
member or be reckoned in a quorum while any call or other sum shall be due and payable to a
company in respect of any of the shares of such member or in respect of any shares on which a
company has or had exercised any right of lien.
Register of members and Record Dates
A company is obliged to maintain a register of members at its registered office. With the approval
of its shareholders by way of a special resolution and with prior notice to the Registrar of
Companies a company may maintain the register of members at some other place in the same city,
town or village where its registered office is situated. The register and index of beneficial owners
maintained by a depository under the Depositories Act, 1996 is deemed to be an index of members
and register and index of debenture holders. In the case of shares held in physical form, a company
registers transfers of shares on the register of shareholders upon lodgement of the share transfer
form duly complete in all respects accompanied by a share certificate or, if there is no certificate,
the letter of allotment in respect of shares transferred, together with duly stamped transfer forms.
In respect of electronic transfers, the depository is the registered owner in the books of that
company and transfers shares by entering the name of the purchaser in its books as the beneficial
owner of the shares. Every person holding equity share capital of a company and whose name is
entered as a beneficial owner in the records of the depository shall be deemed to be a member of
that company. The beneficial owner is entitled to all the rights and benefits as well as the liabilities
with respect to the shares that are held by the depository. Transfer of beneficial ownership through
a depository is exempt from any stamp duty but each depository participant may be subject to
certain depository charges. A transfer of shares by way of a stock transfer form attracts stamp duty
at the rate of 0.25% of the price value of shares being transferred.
For the purpose of determining the shareholders, the register may be closed for periods not
exceeding 45 days in any one year or 30 days at any one time, as the board of directors may deem
expedient in accordance with the provisions of the Companies Act. Under the listing agreement of
the Stock Exchanges on which a company's outstanding shares are listed, the company may, upon
at least 7 working days' advance notice to such stock exchanges, set a record date and/or close the
share transfer books in order to ascertain the identity of shareholders. The trading of shares and the
delivery of certificates in respect thereof may continue while the register of shareholders is closed.
Under the Companies Act, a company is also required to maintain a register of debenture holders.
Annual Report and Financial Results
The annual report must be laid before the annual general meeting. This includes certain financial
information about a company such as the audited financial statements as of the date of closing of
144
the financial year, a corporate governance section and management's discussion and analysis, and
is sent to the shareholders of the company.
Under the Companies Act, a company must file the annual report with the Registrar of Companies
within seven months from the close of the accounting year or within thirty (30) days from the date
of the annual general meeting, whichever is earlier. As required under the listing agreement with
the Stock Exchanges, copies of annual report are required to be simultaneously sent to the Stock
Exchanges. A company must also publish its financial results in at least one English language daily
newspaper circulating in the whole or substantially the whole of India and also in a newspaper
published in the language of the region where the registered office of the company is situated.
Our Company files certain information on-line, including its annual report, six-month and
quarterly financial statements and the shareholding pattern statement, in accordance with the
requirements of the Listing Agreement and as may be specified by the SEBI from time to time.
Transfer of Shares
Shares held through depositories are transferred in the form of book entries or in electronic form in
accordance with the regulations laid down by the SEBI. These regulations provide the regime for
the functioning of the depositories and the participants and set out the manner in which the records
are to be kept and maintained and the safeguards to be followed in this system. Transfers of
beneficial ownership of shares held through a depository are exempt from stamp duty. Our
Company has entered into an agreement for such depository services with National Securities
Depository Limited and the Central Depository Services India Limited.
The SEBI requires that a company's shares for trading and settlement purposes be in book-entry
form for all investors, except for transactions that are not made on a stock exchange and
transactions that are not required to be reported to the stock exchange. A company shall keep a
book called the register of transfer in which every transfer or transmission of shares will be
entered.
The shares are freely transferable, subject only to the provisions of the Companies Act, under
which, if a transfer of shares contravenes the SEBI provisions or the regulations issued under it, or
the Sick Industrial Companies (Special Provisions) Act, 1985 ("SICA"), or any other similar law,
the Company Law Board may, on an application made by a Company, a depository incorporated in
India, an Investor, the SEBI or other parties, direct a rectification of the register of members. If a
Company without sufficient cause refuses to register a transfer of shares within two months from
the date on which the instrument of transfer is delivered to that company, the transferee may
appeal to the Indian Company Law Board seeking to register the transfer of equity shares. The
Company Law Board may, in its discretion, issue an interim order suspending the voting rights
attached to the relevant equity shares before completing its investigation of the alleged
contravention.
Pursuant to the listing agreements, in the event a company has not effected the transfer of shares
within one month or where the company has failed to communicate to the transferee any valid
objection to the transfer within the stipulated time period of one month, the company is required to
compensate the aggrieved party for the opportunity loss caused during the period of the delay.
The Companies Act provides that the shares or debentures of a publicly listed company shall be
freely transferable. However, the Board may, subject to Section 111 of the Companies Act, at
anytime in their absolute discretion by giving reasons decline to register shares. However, this may
not be done on the grounds that the transferor is indebted to the company on any account
whatsoever. Notice of such refusal must be sent to the transferee within two months of the date on
which the transfer was lodged with the company.
A transfer may also be by transmission. Subject to the provisions of the Companies Act and our
Company's Articles, any person becoming entitled to shares in consequence of the death,
bankruptcy or insolvency of any member or by any lawful means other than by a transfer in
accordance with our Company’s Articles, may, with the consent of the Board (which they shall not
be under any obligation to give), upon producing such evidence that the Board thinks sufficient, be
145
registered as a member in respect of such shares, or may elect to have some person nominated by
him and approved by the Board, registered as such holder.
Acquisition by a company of its own Shares
A company is prohibited from acquiring its own shares unless the consequent reduction of capital
is effected by an approval of at least 75% of its shareholders, voting on the matter in accordance
with the Companies Act and sanctioned by the High Court of Judicature in the city where the
company's registered office is located. Subject to certain conditions, a company is prohibited from
giving, whether directly or indirectly and whether by means of a loan, guarantee, the provision of
security or otherwise, any financial assistance for the purpose of or in connection with a purchase
or subscription made or to be made by any person for any shares in the company or its holding
company. However, pursuant to the Companies Act by way of Section 77A, 77AA and 77B, a
company has been empowered to purchase its own shares or other specified securities out of its
free reserves, or the securities premium account or the proceeds of any fresh issue of shares or
other specified securities (other than from the proceeds of an earlier issue of the same kind of
shares or other specified securities proposed to be bought back) subject to certain conditions,
including:
1 the buy-back should be authorised by the articles of association of the company;

2 a special resolution has been passed in the general meeting of the company authorising
the buy-back;
3 the buy-back is limited to 25% of the total paid-up capital and free reserves, provided that
the buyback of equity shares in any fiscal year shall not exceed 25% of the total paid-up
equity share capital in that fiscal year;
4 all the shares or other specified securities for buyback are fully paid-up;
5 the debt owed by the company is not more than twice the capital and free reserves after
such buy-back; and
6 the buy-back is in accordance with the Securities and Exchange Board of India (Buy-
Back of Securities) Regulation, 1998.
The condition mentioned in (2) above would not be applicable if the buy-back is for less than 10%
of the total paid-up equity capital and free reserves of the company and provided that such buy-
back has been authorized by the board of directors of the company. A company buying back its
securities is required to extinguish and physically destroy the securities so bought back within
seven days of the last date of completion of the buy-back. Further, a company buying back its
securities is not permitted to buy back any securities for a period of one year from the buy-back
and to issue securities for six months. Every buy-back must be completed within a period of one
year from the date of passing of the special resolution or resolution of the Board, as the case may
be.
A company is also prohibited from purchasing its own shares or specified securities through any
subsidiary company, including its own subsidiary companies, or through any investment company
(other than a purchase of shares in accordance with a scheme for the purchase of shares by trustees
of or for shares to be held by or for the benefit of employees of the company) or if the company is
defaulting on the repayment of deposit or interest, redemption of debentures or preference shares
or payment of dividend to a shareholder or repayment of any term loan or interest payable thereon
to any financial institution or bank, or in the event of non-compliance with certain other provisions
of the Companies Act.
Liquidation Rights
Subject to the rights of creditors, of employees and of the holders of any other shares entitled by
their terms of issue to preferential repayment over the shares, in the event of a winding-up of the
company, the holders of the shares are entitled to be repaid the amounts of capital paid up or
credited as paid up on such shares. All surplus assets after payments due to employees, the holders
of any preference shares, statutory creditors, secured and unsecured creditors belong to the holders
of the equity shares in proportion to the amount paid up or credited as paid up on such shares,
respectively, at the commencement of the winding-up. In case assets available are insufficient to
repay the whole of the paid up capital, the assets shall be so distributed such that the losses are
146
borne to the extent possible by the shareholders in the ratio of capital contributed. In case any of
the shares involve a liability to call or otherwise, any person may, within ten days after the passing
of the resolution, by notice in writing direct the liquidators to sell his proportion and pay him the
net proceeds and the liquidator shall, if practicable, act accordingly.
147
LEGAL PROCEEDINGS
Our Company is involved in certain legal proceedings and claims in relation to certain civil,
criminal, arbitration and consumer litigation matters incidental to our business and operations.
These legal proceedings are pending at different levels of adjudication before various courts and
tribunals. Any adverse decision may render us/them liable to liabilities/penalties and may
adversely affect our business and results of operations.
Except as described below, we are not involved in any material legal proceedings, and to the best
of our knowledge and belief no proceedings are threatened, which may have a material adverse
effect on our business, properties, financial conditions or operations.
A classification of the material legal and other proceedings instituted by or against our Company is
given in the following table:
Type of legal proceedings Total number of pending cases Amount involved to the extent
quantifiable (Rs. in million)
Cases filed by Cases filed
our Company against our
Company
Tax cases 9* 3 81.0
Quantifiable cases 3 3
Civil cases NIL 1 0.8

Quantifiable cases NIL 1
Arbitration cases NIL NIL NIL

Criminal cases NIL NIL NIL

Cases filed before the DRT NIL NIL NIL

Potential Litigation NIL 1 2.0

Quantifiable Cases NIL 1
*Out of 8 Income Tax Cases, the penalty levied upon the Company is Rs. 9.38 million only for the
AY 2005-06.
Note: The amounts as stated above are the amounts expressly claimed, being the liability and
financial impact that our Company may incur if it is unsuccessful in legal proceedings. However, it
does not include those penalties, interests and costs, if any, that may be imposed on our Company
and our Directors that may have been pleaded but not quantified in the course of legal proceedings,
or which the Court/Tribunal otherwise has the discretion to impose upon our Company. The
imposition and amount of such penalties/interest/costs are at the discretion of the Court/Tribunal
where the case is pending. Such liability, if any, would become actual liabilities only on the order
of the Court / Tribunal where the case is pending. All the aforesaid information in this chapter
titled “Legal Proceedings” is as of June 30, 2010.
1. Litigation involving the Company
Litigation against the Company
Civil Cases
A civil case has been filed against our Company and the amount involved is Rs. 0.8 million.
Tax Proceedings
There are three (3) tax proceedings pending against our Company and the total amount involved in
these proceedings is Rs. 227.784 million.
148
Arbitration Proceedings
NIL
Criminal Cases
NIL
Cases filed before the DRT

NIL
Litigation by the Company
Civil Cases
NIL
Tax Proceedings
An appeal bearing number 5825/ M/ 09 dated October 30, 2009 (“Appeal”) is pending before the
Income Tax Appellate Tribunal (“I.T.A.T.”), Mumbai under sections 250 of the Income Tax Act,
1961 (“Act”) filed by our Company (“Appellant”) against the order dated September 04, 2009
passed by Commissioner of Income Tax (Appeals) (“Impugned Order”) regarding disallowance
of Rs. 3.373 million as commission paid to Al Basher Trading Company, Jordan. The
Commissioner of Income Tax (Appeals) vide Impugned Order, dismissed the appeal no IT/CTI(A)
IV/Cir.4/135/07-08 filed by our Company against the assessment order dated March 30, 2005
(“Assessment order”) passed by the Deputy Commissioner of Income Tax. The Assessment order
was passed for determining the total income of Appellant at Rs. -127.173 million as against the
declared income of Rs. -125.500 million.
The Deputy Commissioner of Income Tax had passed an assessment order under sections 143(3)
read with section 147 of the Income Tax Act, 1961 (“Act”) computing the total income of the
Appellant of Rs. (-) 127.173 million as against the return income of Rs. 125.500 million. The
assessment under section 143 (3) of the Act was completed on March 30, 2005 on a net loss of Rs.
125.500 million.
Thereafter, the assessment was re-opened by issuance of notice under section 148 of the Act dated
June 21, 2006 by the Assistant Commissioner of Income Tax, Income Tax Department to our
Company regarding certain commissions paid by our Company as “after sales service fee” to Al
Basher Trading Company, Jordan for export of PFY to Iraq (the re- assessment was initiated
pursuant to the Volker Committee Report dated October 27, 2005 (“Report”), wherein it is alleged
that our Company paid “illicit” transportation fee/ after sale service fee to an Iraqi entity for export
of PFY to Iraq under the Oil for Food Programme launched by UN).
Appellant has filed the Appeal, inter alia on the grounds that:
(i) the Commissioner of Income Tax had erred in confirming the disallowance of
the foreign commission paid by Appellant to M/s Al-Basher Trading Company,
Jordan as the commission paid was in the nature of normal payment of export
commission; and
(ii) while the commission payable by Appellant to M/s Al-Basher Trading
Company, Jordan was a sum of 62,033.96 Euro, a sum of 25,082.09 Euro had
been paid by Appellant and the balance sum of 36,951.87 Euro had been written
off by Appellant in assessment year 2005- 2006. Accordingly and in the
alternative to the other grounds submitted by our Appellant, the disallowance
should have been to the extent of 25,082.09 Euro and not to the extent of
62,033.96 Euro. The Commissioner of Income Tax had erred in not taking into
consideration submissions made by Appellant in this regard, which resulted in
double taxation.
The amount involved in this matter is 62,033.96 Euro (Rs. 3.373 million). The matter is pending
before the I.T.A.T.
149
Other than above stated litigation, there are eight (8) tax cases filed by our Company. The total
amount involved in these cases is Rs. 138.364 million.
Arbitration Proceedings
NIL
Criminal Cases
NIL
Cases filed before the DRT

NIL
2. Litigation involving the Subsidiaries

NIL
3. Litigation involving our Directors

NIL
150
GENERAL INFORMATION
Our Company was originally incorporated on July 12, 1982 as ‘JBF Synthetics Private Limited’
under the Companies Act, 1956. The name of our Company was changed to JBF Synthetics
Limited vide Certificate of Change of Name dated January 02, 1986. The name of our Company
was further changed to JBF Industries Limited vide Fresh Certificate of Incorporation Consequent
on Change of Name dated February 07, 1989. Our Company's Identification number is
L99999DN1982PLC000128.
Set forth hereinbelow are the changes made to the Registered Office address of our Company:
Effective date of Changed Address of Registered Office Reason for change

change in address of
Registered Office
November 28, 1997 Survey Number 273, Village Athola, Silvassa, For better business operational
Dadra Nagar Haveli, India feasibility.
1. The main objects as set out in our Memorandum of Association and relevant for our current
business are inter alia:
A. To carry on the business of manufacturing, ginning preparing, combing, spinning, eaving,

processing, purchasing, selling, distributing, importing, exporting and dealers in yarn,
manmade fibre and textiles.
B. To carry on business of manufacturing, importing, exporting, processing, mixing converting,

formulating and dealing in organic and inorganic chemicals, alkalies, acids, bulk drugs, drug
intermediates, pharmaceuticals, medical preparation and their chemical compounds and
devices.
C. To carry on business of manufacturing, importing, exporting, processing, mixing, converting

formulating and dealing in photographicals-chemicals, wax, solvents oils, paints, pigments,
toilet requisites, manures, pesticides, insecticides, fungicides, weedicides.
2. Copies of the Memorandum and Articles of Association of our Company will be available for
inspection during usual business hours on any weekday between 11.00 a.m. to 1.00 p.m.
(except Saturdays and public holidays) at our registered office.
3. This Issue was authorized and approved by our Board vide its resolution dated October 28,
2009. Further, this Issue is authorized by a special resolution adopted by our shareholders
pursuant to Section 81(1A) of the Companies Act on March 05, 2010.
4. Our Company has also filed a copy of this Preliminary Placement Document with the Stock
Exchanges, and has received in-principle approvals under Clause 24(a) of the Listing
Agreement to the Stock Exchanges for the listing of the Equity Shares on the Stock Exchanges
vide letters dated September 15, 2010 and September 16, 2010 from NSE and BSE
respectively.
5. Our Company prepared its audited consolidated financial statements for the years ended,
March 31, 2008, March 31, 2009 and March 31, 2010 as contained herein in conformity with
Indian GAAP.
6. Except as disclosed in this Preliminary Placement Document, there has been no significant
adverse change in our financial position since March 31, 2010, the date of our last audited
financial results.
7. We have obtained all consents, approvals and authorisations required in connection with the
Issue.
8. We confirm that we are in compliance with the minimum public shareholding requirements as
required under the terms of the Listing Agreement with the Stock Exchanges.
151
9. Our Company and the BRLM accept no responsibility for statements made otherwise than in
this Preliminary Placement Document and anyone placing reliance on any other source of
information, including our website www.jbfindia.com, would be doing so at his or her own
risk.
10. Except as disclosed in this Preliminary Placement Document, there are no litigation /
arbitration proceedings against / affecting us or our assets or reserves, nor are we aware of any
such pending or threatened litigation / arbitration proceedings, which are or might be material
in the context of this Issue.
11. The Floor Price for this Issue is Rs. 157.15 per Equity Share. The Floor Price is calculated in
accordance with Regulation 85 of the SEBI ICDR Regulations.
152
ACCOUNTANTS
The audited consolidated financial statements as of and for the three years ended March 31, 2010,
March 31, 2009 and March 31, 2008 were prepared in accordance with the Auditing Standards and
Generally Accepted Accounting Principles followed in India. Further the unaudited financial
results (limited reviewed) for the first quarter ended June 30, 2010 (the "Unaudited June Quarter
Results") that appear in this Preliminary Placement Document have been prepared by our
Company pursuant to Clause 41 of the Listing Agreement with the Stock Exchanges in India.
These financial statements / information which were so included in reliance on the report of M/s.
Chaturvedi & Shah, Chartered Accountants, Statutory Auditors, Mumbai for the years / periods
given on the authority of such firm(s) in auditing and accounting.
153
DECLARATION
Our Company certifies that all relevant provisions of Chapter VIII read with Schedule XVIII of the
SEBI ICDR Regulations have been complied with and no statement made in this Preliminary
Placement Document is contrary to the provisions of Chapter VIII and Schedule XVIII of the
SEBI ICDR Regulations and that all statutory approvals and permissions required for this Issue
and to carry on business have been obtained, are currently valid and have been complied with. We
further certify that all the statements in this Preliminary Placement Document are true and correct.
Rakesh Gothi
Managing Director
Date: September 15, 2010
Place: Mumbai
154
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Sr. No. Particulars

1) Auditors’ Report for the year ended March 31, 2010
2) Consolidated Financial Statement for the year ended March 31, 2010
5) Limited Review Report for quarter ended June 30, 2010
6) Unaudited quarterly results for the quarter ended June 30, 2010
155
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2010
(Rs. in millions)
As at As at
Schedule 31st March, 2010 31st March, 2009
SOURCES OF FUNDS
SHAREHOLDERS' FUND
Share Capital A 622.4 622.4

Reserves and Surplus B 8,117.3 8,739.7 6,708.5 7,330.9
MINORITY INTEREST 3,632.7 3,997.4
LOAN FUNDS
Secured Loans C 9,161.3 7,852.3

Unsecured Loans D 4,482.3 13,643.6 4,562.1 12,414.4
DEFERRED TAX LIABILITY (NET) 1,337.1 1,226.4

( Refer Note No." 4 "of Schedule "O" )
TOTAL 27,353.1 24,969.1
APPLICATION OF FUNDS
FIXED ASSETS E
Gross Block 24,455.1 20,975.4

Less: Depreciation 4,371.6 3,287.7
Net Block 20,083.5 17,687.7
Add: Capital work in progress 1,081.1 21,164.6 3,149.2 20,836.9
INVESTMENTS - In Associates - -
- In Others 1,309.6 1,309.6 360.5 360.5
FOREIGN CURRENCY MONETARY ITEMS

TRANSLATION DIFFERENCE ACCOUNT 35.7 162.8
CURRENT ASSETS, LOANS AND ADVANCES F
Inventories 5,131.8 3,965.8

Sundry Debtors 4,674.0 3,735.2
Cash and Bank Balances 998.5 898.5
Loans and Advances 3,023.4 2,094.1
13,827.7 10,693.6
LESS : CURRENT LIABILITIES & PROVISIONS G
Current Liabilities 7,935.7 6,448.3

Provisions 1,048.8 636.4
8,984.5 7,084.7
Net Current Assets 4,843.2 3,608.9
TOTAL 27,353.1 24,969.1

Significant Accounting Policies & Notes on Accounts O
As per our report of even date For & on behalf of the Board of Directors
For CHATURVEDI & SHAH
B.C.ARYA RAKESH GOTHI
Chairman Managing Director
R. KORIA P.N.THAKORE B.R.GUPTA UJJWALA APTE

Partner Director- Finance Director Company Secretary
Place : Mumbai
Date : 26th May, 2010
159
CONSOLIDATED PROFIT & LOSS ACCOUNT
FOR THE YEAR ENDED 31ST MARCH , 2010
(Rs. in millions)
Year ended Year ended
INCOME
Turnover 50,960.9 44,668.5

Less : Excise Duty Recovered on Sales 1,551.8 1,569.4
Net Turnover 49,409.1 43,099.1
Other Income H 403.7 160.3
Variation in stocks I 555.4 278.5
TOTAL 50,368.2 43,537.9
EXPENDITURE
Purchases 286.6 46.2

Manufacturing & Other Expenses J 41,851.5 35,609.4
Personnel K 677.8 436.0
Selling & Distribution L 2,064.3 1,692.2
Administrative & General M 372.6 1,099.0
Interest and Finance Charges N 1,274.7 975.3
46,527.5 39,858.1
Profit before Depreciation & Tax 3,840.7 3,679.8
Depreciation 1,172.5 779.4
Profit before tax 2,668.2 2,900.4
Provision for Current Tax (including wealth
tax of Rs. 0.2 Millions Previous Year Rs.
0.3 Millions ) 427.2 205.8
Provision for Deferred Tax 112.7 247.7
Provision for Fringe Benefit Tax - 2.5
Taxes For Earlier Years 0.3 2.8
Profit after tax 2,128.0 2,441.6
Less:-Minority Interest (224.0) (553.0)
Profit after tax after adjustement for minority interest 1,904.0 1,888.6
Prior period adjustments 40.0 14.8
Balance as per last Balance sheet 3,551.5 2,222.1
Amount available for appropriation 5,415.5 4,095.9
APPROPRIATIONS
Transferred to General Reserve 129.0 80.0
Transferred to Legal Reserve 99.6 148.9
Less:-Share of Minority 32.5 67.1 48.6 100.3
( Refer Note No." 18 " of Schedule "O" )
Transferred to Debenture Redemption Reserve 5.7 -
Proposed Dividend on Equity Shares 373.5 311.2
Tax on Proposed Dividend 63.5 52.9
Balance carried to the Balance Sheet 4,776.7 3,551.5
5,415.5 4,095.9
Earnings per share (of Rs.10 each) - (in Rs.) Basic 29.95 30.11
-Diluted 28.21 28.66
Significant Accounting Policies & Notes on

Accounts O


Place : Mumbai
160
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2010
(Rs. in millions)
Year Ended 31st March, 2010 Year Ended 31st March, 2009
PARTICULARS AMOUNT AMOUNT
A. CASH FLOW FROM OPERATING ACTIVITIES :

Net profit/(Loss) before tax, adjustment for the 2,668.2 2,900.4
prior years and extra ordinary items
Adjustment for :
Depreciation & amortisation 1,172.5 779.4
Employee Stock Option Cost 22.6 -
Interest & Finance Charges 835.6 735.0
Provisions for dimunition in value of Current Investments (42.3) 15.4
Loss on sale of Fixed assets (net) 8.6 10.7
Loss from Current/Long term Investments (net) 7.6 77.8
Bad debts Written Off - 6.6
Provision for doubtful debts 11.2 -
Interest Income (23.2) (120.5)
Dividend from Current/Long term Investments (20.2) (13.9)
Extinguishment of Liability on Buyback of FCCB (174.6) -
Sundry Balances written off/ (back) (net) (0.7) 2.7
Exchange Difference (Net) * (762.1) 1,035.0 575.2 2,068.4
Operating profit before working capital changes 3,703.2 4,968.8
Adjsuted for :
Trade & Other receivables (2,109.4) (1,309.0)
Inventories (1,166.0) (1,375.5)
Trade Payables 1,971.7 (1,303.7) 941.4 (1,743.1)
Cash generated from operations 2,399.5 3,225.7
Direct taxes paid/ TDS deducted/Refund received/FBT (409.0) (223.1)
Cash generated before prior year 1,990.5 3,002.6
Prior year adjustments (40.0) (14.8)
Net cash from operating activities (A) 1,950.5 2,987.8
B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchases of fixed assets & Capital Work in Process (1,756.4) (7,876.1)
Sale of fixed assets 7.8 6.2
Purchases of Investments (4,092.9) (2,166.7)
Sale of Investments 3,178.6 2,307.3
Movements in Loans (Net) 411.5 (168.5)
Dividend from Current/Long term Investments 20.2 15.4
Interest received 28.8 115.7
Fixed Deposits with bank having maturity more than three months (placed) (50.0) (52.2)
Fixed deposits with banks - matured 53.3 (2,199.1) 330.6 (7,488.3)
Net cash used in investing activities (B) (2,199.1) (7,488.3)
C. CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from Issue of Equity Shares & Share Warrants
Proceeds from Issue of Shares to Minorities (net)
Proceeds from long term loans 3,867.1 2,569.0
Repayment of long term loans (2,308.5) (1,021.5)
Short term Loans (Net) 127.6 1,703.8
Exchange Difference (Net) (52.0) (177.9)
Interest & Finance Charges paid (920.0) (640.0)
Dividend & Dividend Tax paid (362.3) 351.9 (108.5) 2,324.9
Net cash used in financing activities (C) 351.9 2,324.9
NET INCREASE/(DECREASE) ] IN CASH & CASH EQUIVALENTS (A+B+C) 103.3 (2,175.6)

CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 845.2 3,020.8
CASH & CASH EQUIVALENTS AT THE END OF THE YEAR 948.5 845.2
Add: Fixed deposit with banks having maturity of more than three months 50.0 53.3
Closing balance of Cash and bank# 998.5 898.5
# For Composition, refer Schedule 'F'

*Includes Exchange Difference on account of translation of Foreign Subsidiary Company's Financial Statements.
Notes :
1 The above Cash Flow statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS-3) on " Cash Flow Statements" as
notified by the Companies ( Accounting Standard ) Rules, 2006 .
2 Cash and cash equivalent Includes amount lying in Margin money Account amounting to Rs. 305.0 millions (Previous year Rs. 61.1 millions), Fixed Deposit
in lien with bank amounting to Rs. 28.2 millions (Previous year 514.6 millions) and matured Dividend Accounts amounting to Rs. 5.7 millions (Previous year
Rs. 3.9 millions)
3 The figures of previous year have been recast, rearranged and regrouped wherever considered necessary.
4 Figures in brackets indicate outflows.

R. KORIA
Partner
P.N.THAKORE B.R.GUPTA UJJWALA APTE

Director- Finance Director Company Secretary
Place : Mumbai
161
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET
(Rs. in millions)
As at As at
31st March, 2010 31st March, 2009
SCHEDULE 'A'
SHARE CAPITAL
AUTHORISED
100,000,000 (Previous Year 100,000,000) Equity Shares of Rs.10

each 1,000.0 1,000.0
1,000.0 1,000.0
ISSUED, SUBSCRIBED AND PAID UP
62,242,448(Previous Year 62,242,448 ) Equity Shares of Rs. 10

each fully paid up 622.4 622.4
622.4 622.4
Note :
1 Of the above Equity Shares 1,82,450 Equity Shares of Rs. 10/- each were issued pursuant to the scheme of Amalgamation of Microsynth Fabrics
(India) Limited with the Company as sanctioned by Hon'ble High Court of Judicature at Mumbai vide its order dated 23rd October,2008.
2 Foreign Currency Convertible Bond ( FCCB) holders have the option to convert FCCB into 35,58,333 (Previuos Year 1,08,27,500) Equity Shares of
Rs. 10 each.
3 The ESOS holders have the option to exercise ESOS into 19,72,200 ( Previous Year Nil ) Equity Shares of Rs. 10 each fully paid up. ( Refer Note
No.13 of Schedule "O" )
SCHEDULE 'B'
As at As at
RESERVE AND SURPLUS 31st March, 2010 31st March, 2009
CAPITAL RESERVE
As per last Balance Sheet 106.2 7.0
Add : On Forfeiture of Share Warrants - 106.2 99.2 106.2
CAPITAL RESERVE ON CONSOLIDATION 3.0 3.3
SECURITIES PREMIUM
As per last Balance Sheet 2,729.0 2,764.8
Add : Redemption Premium on FCCB reversed on
buyback/Conversion 91.5 -
Add : On Amalgamation - 0.5
2,820.5 2,765.3
Less : Premium payable on redemption of FCCB 12.1 2,808.4 36.3 2,729.0
DEBENTURES REDEMPTION RESERVE

As per last Balance Sheet - -
Add: Transferred from Profit and Loss Account 5.7 5.7 - -
GENERAL RESERVE
Less : Adjustment as per transitional provisions of AS- 11 - 9.4
Add : Transferred from Profit and Loss Account 129.0 492.5 80.0 363.5
As per last Balance Sheet 100.3 -

Add:- Transferred from Profit and Loss Account 67.1 167.4 100.3 100.3
HEDGING RESERVE (71.1) -

Less:- Share of Minority 23.2 (47.9) - -
FOREIGN CURRENCY TRANSLATION RESERVE (217.3) (145.3)
EMPLOYEE STOCK OPTION OUTSTANDING

Add: Granted during the year 78.4 -
Less: Option lapsed during the year 6.6 -
71.8 -
Less:-Deferred Compensation Expenses
Add: Granted during the year 78.4 -
Less: Amortised / lapsed during the year 29.2 -
49.2 22.6 - -
PROFIT & LOSS ACCOUNT 4,776.7 3,551.5
8,117.3 6,708.5
162
SCHEDULES 'C' (Rs. in millions)
SECURED LOANS As at As at
A ) Debentures
Non Convertible Debentures 500.0 -
B )Term Loans
a) From Banks 6,932.5 5,275.3
b) From Financial Institutions 503.6 7,436.1 608.3 5,883.6
C ) Working Capital Loans From Banks 1,207.8 1,937.1
D ) Vehicle Loans 17.4 31.6
9,161.3 7,852.3
Notes :
1 Debentures referred to in (A) above are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable
properties except current assets , present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad,
Gujarat.
2 Debentures referred to in A above are redeemable at par in one or more installments on various dates with the earliest redemption being on 27th
January, 2013 and the last being 27th october, 2014.The debentures are redeemable as follows Rs.100 millions in Financial year 2012-13, Rs. 200
millions in Financial year 2013-14 and Rs. 200 millions in Financial year 2014-15.
3 Term Loans from Banks & Financial Institutions referred to in ( B ) above includes Rs.3313.1 millions (Previous year Rs. 2462.0 millions) secured
by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets , present and future,
situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and further secured by Second charge on
current assets of the Company situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat and Rs 4123.0
millions (Previous Year Rs.3421.6 millions ) secured by way of first rank registered mortgage over industrial plot at Emirates of Ras Al Khaimah &
Mortaged/ Notarised pledge over Plant & Machinery and other fixed assets situated at Emirates of Ras Al Khaimah .Out of above Rs.1699.5
million (Previous Year Nil ) are also secured by Corporate Gurantee .
4 Working Capital Loans as referred to in ( C ) above includes Rs. 356.0 millions (Previous year Rs. 728.1 millions ) secured by hypothecation of
inventory of Raw Materials ,Work in process ,Finished goods ,Stores and spares , Packing materials and Book Debts and further secured by way of
Second charge on the immovable properties of the company situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District
Valsad, Gujarat and Rs.837.8 millions ( Previous Year Rs 642.9 millions ) secured by hypothecation of inventory, receivables and first rank
registered mortgage on pari passu basis over immovable property, plant & machinery situated at Emirates of Ras Al Khaimah . Out of above
Rs.76.2 millions (Previous Year Rs 468.6 millions ) are also secured by Corporate Gurantee .
5 Working Capital Loans as referred to in ( C ) above aggregating to Rs. 14.0 millions (Previous year Rs. 97.5 millions) are secured by pledge of
Fixed Deposits with banks of Rs. 28.2 millions ( Previous year Rs.137.1 millions).
6 The Loans for vehicle have been secured by specific charge on the vehicles covered under the said loans.
7 Of the above, Loans aggregating to Rs.286.7 millions (Previous year Rs.437.6 millions) are guaranteed by two of the Directors of the Company
and Rs. 498.0 millions ( Previous year Rs. 752.0 millions ) are guaranteed by one of the Directors of the company in their personal capacity.Rs.
424.1 millions (Previous Year Nil ) are Guranteed by one of the Director of JBF RAK LLC.
SCHEDULE 'D'
UNSECURED LOANS As at As at
A. Long Term Loans :

1) 1.75% Foreign Currency Convertible Bonds 314.8 1,010.3
2) External Commercial Borrowings 2,080.8 2,276.5
3) From a bank - -
4) Body Corporates - -
5) Buyers Credit 262.0 2,657.6 296.3 3,583.1
B.Short Term Loans :

1) From Banks 768.2 610.8
2) Commercial Papers 632.4 1,400.6 - 610.8
C. Working Capital Loan from Banks 424.1 368.2
C. Buyers Credit - -
4,482.3 4,562.1
Note :
1 The Company had issued 3450 Foreign Currency Convertible Bonds of USD 10,000 each as referred to in A (1) above on 30th November, 2005
redeemable at a premium of USD 3413.4 per Bond on 1st December, 2010 with an option to bond holders to convert each bond in 5083.33 Equity
Shares aggregating to 1,75,37,500 Equity Shares of Rs. 10/- each at any time on or after 30th December, 2005 and prior to the close of business on
1st November, 2010. 2130 bonds were outstanding at the beginning of the year. During the year Company has repurchased and cancelled 1430
Foreign Currency Convertible Bonds ( FCCBs) on 14th April, 2009. 700 bonds are outstanding as on 31st March, 2010
2 The Maximum amount raised and outstanding at any time during the year through commercial paper was Rs. 730.3 millions (Previous Year Nil) .
163
SCHEDULE -'E'
FIXED ASSETS (Rs. in millions)
GROSS BLOCK DEPRECIATION NET BLOCK

DESCRIPTION
As At Additions/ Deductions/ As at Up to For the Deductions/ Upto As At As At
01/04/2009 Adjustments Adjustments 31/03/2010 31/03/2009 year Adjustments 31/03/2010 31/03/2010 31/03/2009
Tangible :
Leasehold Land 11.3 4.7 - 16.0 0.5 0.1 - 0.6 15.4 10.8
Freehold Land 272.9 - - 272.9 - - - - 272.9 272.9
Leasehold Improvments 1,470.8 527.9 - 1,998.7 80.8 81.0 - 161.8 1,836.9 1,390.0
Building 1,458.2 351.4 - 1,809.6 221.5 50.7 - 272.2 1,537.4 1,236.7
Plant & Machinery 17,300.7 2,522.1 2.1 19,820.7 2,895.5 929.1 0.6 3,824.0 15,996.7 14,405.2
Furniture & Fixtures 69.1 10.6 0.7 79.0 23.9 5.5 0.2 29.2 49.8 45.2
Office Equipment 13.1 2.6 0.4 15.3 3.1 0.9 0.1 3.9 11.4 10.0
Vehicles 82.2 5.2 17.2 70.2 17.3 6.2 4.0 19.5 50.7 64.9
Data Processing Equipment 74.7 6.8 3.3 78.2 35.8 9.3 2.4 42.7 35.5 38.9
Intangible:
Software* 15.8 1.2 - 17.0 9.3 2.2 - 11.5 5.5 6.5
Technical Know-how 51.2 88.9 - 140.1 - 6.2 - 6.2 133.9 51.2
Goodwill on Consolidation 155.4 ** (18.0) - 137.4 - - - - 137.4 155.4
Total 20,975.4 3,503.4 23.7 24,455.1 3,287.7 1,091.2 7.3 4,371.6 20,083.5 17,687.7
Previous Year 12,176.2 8,835.2 36.1 20,975.4 2,464.3 842.6 19.2 3,287.7 17,687.7 -
Capital Work in progress 1,081.1 3,149.2
* other than internally generated .

** on account of restatement.
NOTES:
1.Buildings include Rs. 8000/- being the value of Shares of Co-operative Societies.
2.Net Block of Plant & Machinery includes Rs 2.0 Millions (Previous year Rs 2.5 Millions )in respect of Fixed Assets held for disposal.
3.Additions to fixed assets & Capital work in Progress are inclusive of gain of Rs.172.3 Millions (Previous Year loss of Rs.394 Millions) on account of foreign exchange difference during the year.
4. Capital work in progeress includes :
i) Rs 73.4 Millions on account of Preoperative expenses (Previous Year Rs. 313.3 Millions).
ii) Rs 294.2 Millions on account of cost of construction material at site (Previous Year Rs. 15.4 Millions)
iii) Rs.418.4 Millions on account of advances against capital expenses (Previous year Rs. 1076.9 Millions)
5. Addition to Gross block are inclusive of gain Rs. 1167.2 Millions ( Previous year loss of Rs 1280.7 Millions.) and Depriciation are inclusive of gain Rs.81.3 Millions ( Previous year loss of Rs
63.2 Millions.) on account of translation of Fixed Assets & Depriciation to date respectively of Foreign subsidiaries, the effect of which is considered in Foriegn Currency translation reserve.
6. The Leasehold improvements represents the buliding costs related to plant & premises which are constructed on leasehold land situated at Emirates of Ras Al Khaimah . The land on which
the production facility is located has been obtained on a 25 years opearting lease from Ras Al Khaimah Investment Authority ( RAKIA) .
164
(Rs. in millions)
SCHEDULE 'F'
As at As at
CURRENT ASSETS, LOANS AND ADVANCES 31st March, 2010 31st March, 2009
CURRENT ASSETS
INVENTORIES
(As taken, valued and certified by the Management)
Stores, Spares and Consumables 303.6 225.1
Raw Materials 2,625.9 2,093.8
Stock in Process 251.4 348.3
Finished Goods 1,950.9 5,131.8 1,298.6 3,965.8
SUNDRY DEBTORS
( Unsecured, Considered good and Subject to Confirmation)
Due for a period exceeding Six months
Considered Good 305.1 639.4
Considered Doubtful 11.2 -
316.3 639.4
Less : Provision for doubtful debts 11.2 -
305.1 639.4
Others 4,368.9 4,674.0 3,095.8 3,735.2
CASH AND BANK BALANCES

Cash on hand 1.4 1.3
BALANCE WITH SCHEDULED BANKS :
In Current Accounts 148.2 180.5
In Margin Deposit Accounts 305.0 61.1
In Fixed Deposit Accounts 113.0 * 360.6 *
BALANCE WITH OTHER BANKS :

In Margin Deposit Accounts - -
In Fixed Deposit Accounts 154.4 998.5 207.3 * 898.5
* Includes Rs. 28.2 millions (Previous Year Rs.514.6 millions)

pledged with Banks against the Credit facilities.
LOANS AND ADVANCES

( Unsecured, Considered good unless otherwise stated)
Advances Recoverable in cash or kind or for value to be
received
Considered Good 1,769.2 1,298.9
Considered Doubtful 0.8 0.8
1,770.0 1,299.7
Less : Provision for doubtful advances 0.8 0.8
MAT Credit Entitlement 8.9 50.4

Less : Utilised during the year 8.9 41.5
- 8.9
Balance with Excise Authorities 818.0 559.4
Income Tax- Advance Tax & TDS (Net) 436.2 3,023.4 226.9 2,094.1
13,827.7 10,693.6
165
(Rs. in millions)
SCHEDULE 'G'
As at As at
CURRENT LIABILITIES AND PROVISIONS 31st March, 2010 31st March, 2009
CURRENT LIABILITIES
Acceptances # 5,431.7 1,165.7
Sundry Creditors - Micro and Small Enterprises $ 29.4 9.5
- Others * 1,885.2 4,722.6
Investor Education and Protection Fund
-Unclaimed Dividend @ 5.7 3.9
Other Liabilities 439.1 310.7
Interest/Premium accrued but not due on Loans 144.6 7,935.7 235.9 6,448.3
PROVISIONS :
Provision for Tax 427.2 208.3
Provision for Staff Benefit Schemes 83.6 37.5
Other Provisions ** 101.0 26.5
Provision for Dividend Tax 63.5 1,048.8 52.9 636.4
8,984.5 7,084.7
# includes for Capital expenditure Rs.303.6 millions ( Previous Year Rs.Nil ).

$ to the extent information available with the Company.
* includes for Capital expenditure Rs. 169.8 millions ( Previous Year Rs.684.8 millions).
@ Do not include any amounts, due & outstanding, to be credited to Investor Education & Protection Fund.
** The company has recognised liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in stock as
on 31st March, 2009 of Rs.26.5 millions as per the estimated pattern of Despatches. During the year Rs.26.5 millions was utilised for clearance of
goods. Liability recognised under this class for the year is Rs. 101.0 millions which is outstanding as on 31st March, 2010. Actual outflow is
expected in the next financial year.
SCHEDULE 'H'
Year Ended Year Ended
OTHER INCOME 31st March, 2010 31st March, 2009
Dividend - on long term investments 0.3 0.1

- on current investments 19.9 13.8
Profit on Sale - of long term Investments (Net) - 2.7
Interest received - from long term investments 3.0 0.2
- from Others 20.2 120.3
(Tax Deducted at source Rs.3.6 millions (Previous Year Rs. 19.5
millions)
Extinguishment of Liability on Buyback of FCCB 174.6 -
( Refer Note No." 8 "of Schedule "O" )
Rent 0.9 1.9
Insurance claim 13.7 4.2
Exchange Difference (Net) 149.1 -
Sundry Balances W/back (Net) 0.7 -
Miscelleneous income 21.3 17.1
403.7 160.3
166
SCHEDULE - FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT
(Rs. in millions)
SCHEDULE 'I' Year Ended Year Ended
VARIATION IN STOCKS
Stocks at commencement :
Stock-in-process 348.3 146.7
Finished goods 1,298.6 1,646.9 1,221.7 1,368.4
Stocks at close :
Finished goods 1,950.9 2,202.3 1,298.6 1,646.9
555.4 278.5
SCHEDULE 'J'
(Rs. in millions)
MANUFACTURING AND OTHER EXPENSES Year Ended Year Ended

RAW MATERIAL CONSUMED

Opening Stock 2,093.8 1,122.6
Add : On Amalgamation - -
Add : Purchases 39,483.5 34,625.1
41,577.3 35,747.7
Less : Consumption during trial run 15.3 29.4
Less : Closing Stock 2,625.9 38,936.1 2,093.8 33,624.5
Stores & Spare 213.2 73.8

Colours, Chemicals, Oils & Lubricants 166.6 203.9
Power & Fuel 2,176.2 1,435.6
Repairs & Maintenance
Plant & Machinery 55.3 41.6
Building 3.9 59.2 2.7 44.3
Excise Duty 74.7 1.2

Security Charges 11.7 24.5
Labour Charges 75.8 78.2
Other Manufacturing Expenses 138.0 123.4
41,851.5 35,609.4
(Rs. in millions)
SCHEDULE 'K'
PERSONNEL 31st March, 2010 31st March, 2009
( Including Managerial Remuneration)
Salaries, Wages, Bonus and Commission 543.3 354.2

Contribution to Provident Fund, ESIC and other Funds 12.4 10.8
Gratuity 28.7 10.3
Employee Stock Option Cost 22.6 -
Employees Welfare and Other Amenities 70.8 60.7
677.8 436.0
167
(Rs. in millions)
SCHEDULE 'L' Year Ended Year Ended
SELLING AND DISTRIBUTION
Packing Material Consumed 755.3 574.1

Sales Promotion & Advertising Expenses 58.9 18.7
Freight & Forwarding Charges (Net) 1,027.8 926.4
Brokerage & Commission 222.3 173.0
2,064.3 1,692.2
SCHEDULE 'M'
ADMINISTRATIVE AND GENERAL 31st March, 2010 31st March, 2009
Rent 82.1 65.9

Rates & Taxes (Net) 2.4 2.0
Insurance 84.5 46.0
Repairs & Maintenance-others 11.0 10.3
Travelling and Conveyance Expenses 76.9 67.8
Legal, Professional and Consultancy Charges 44.7 18.0
Payment to Auditors' 6.6 5.9
Donation 4.4 5.4
Bad Debts Written off - 6.6
Provision for Doubtful Debts 11.2 -
Sundry Debit Balances W/off (Net) - 2.7
Exchange Difference (Net) - 690.4
Provision for Diminution in value of Current Investment (42.3) 15.4
Loss on Sale of Current Investments (Net) 7.6 80.5
Loss on sale of Fixed Assets (Net) 8.6 10.7
General Expenses* 74.9 71.4
372.6 1,099.0
*General Expenses includes Directors sitting Fees Rs. 0.9 million (Previous Year Rs. 0.8 million)
SCHEDULE 'N'
INTEREST & FINANCE CHARGES Year Ended Year Ended

Interest on
Bonds & Fixed Loans 606.5 466.3
Others 214.6 821.1 268.5 734.8
Finance & Bank Charges 453.6 240.5
1,274.7 975.3
168
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS -
SCHEDULE "O"
I STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A Principles of Consolidation:
The Consolidated financial statements relate to JBF Industries Ltd {‘The Company’} and its subsidiary companies. The Consolidated Financial statements have been prepared on the
following basis:
a) The financial statements of the Company and its subsidiary companies have been combined on line-by-line basis by adding together the book value of like items of assets,
liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profit & Loss in accordance with Accounting
Standard (AS) 21- "Consolidated Financial Statements".
b) In case of foreign subsidiaries, being non-integral foriegn operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities
are converted at rates prevailing at the end of the year. The resultant translation exchange difference has been transfered to foreign currency translation reserves.
c) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries or on the date of the financial
statements immediately preceeding the date of aquisition in subsidiaries are recognised in the financial statements as Goodwill or Capital Reserve as the case may be.
d) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less liabilities as of the date of disposal is
recognised in the consolidated statement of profit and Loss account as the profit or loss on disposal of investment in subsidiaries.
e) Minority Interest`s share of net profit / (loss) of consolidated financial statements for the year is identified and adjusted against the income of the group in order to arrive at
the net income attributable to shareholders of the company.
f) Minority Interest`s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of
the company`s shareholders.
g) The Consolidated Financial statements have been prepared using uniform accounting policies for like transactions & other events in similar circumstances except
mentioned in the note no 2 of notes on accounts and are presented to the extent possible, in the same manner as the company's seperate financial statements.
B Investments Other than in subsidiary have been accounted as per Accounting Standard 13 (AS) -13 on "Accounting For Investments".
C Other significant accounting policies:

These are set out under "significant accounting policies" as given in the Standalone Financial statements of the JBF Industries Ltd and it's subsidiaries JBF RAK LLC & JBF GLOBAL PTE
LTD.
II Notes on Accounts
1 The Following subsidiary companies have been considered in the preparation of consolidated financial statements:
Name of the Company Nature of Country of Proportion of Remarks

Interest Incorporation ownership
Interest
JBF GLOBAL PTE LTD. Subsidiary Singapore 67.38% W.e.f 20-APR-
2007
JBF RAK LLC. Step Down Subsidiary Ras -Al -Khaimah 67.38%
U.A.E.
169
SCHEDULE "O"
2 The Audited Financial statements of JBF GLOBAL PTE LTD. & JBF RAK LLC as at 31st March,2010 have been prepared in accordance with Singapore Financial Reporting
Standards except accounting of Preference Share as per FRS 32-"Financial Instruments : Presentation" and International Financial Reporting Standards respectively and the
same have been consolidated as it is without converting the same as per the Generally Accepted Accounting Principles as applicable in India.
In view of the above the assets, liabilities,income & expenditure of the subsidiaries as mentioned below have been accounted by following different Accounting Standards .
Sr
no Particulars Rs. in millions Proportion of the item
1 Assets 15,269.9 42%
2 Liabilities 8,419.6 35%
3 Income 23,043.2 46%
4 Expenditure 22,205.1 47%
3 JBF Global Pte Ltd , subsidiary of the company, issued 22,308,759 cumulative participatory convertible preference shares (“Preference Shares”) at US$3.09 per share. The
Preference Shares carry a cumulative preferential dividend of 0.001% per annum. The dividend rights are cumulative and the shareholders shall be entitled to participate in
the profits/surplus assets of the Company along with the ordinary shareholders.
The Preference Shares can be converted into ordinary shares at any time at the option of the holders. The holders are also entitled to exercise a put option to require the
Company and/or its shareholders to purchase all or any part of the Preference Shares at certain price upon certain events. Any Preference Shares which is outstanding on
the completion of the maturity period of 20 years from the date of issue shall be redeemed by the Company.
The Directors of subsidiary company did not evaluate the presence of equity component ( equity conversion option ) and/or the presence of embedded derivatives in the
Preference Shares.
The Directors of subsidiary company are of the view that there is no practical benefit to be gained by the shareholders of the company to perform the above assesments on
Preference Share, hence these Preference Shares have been stated at cost of US$ 68,942,334.(i.e the amount received).
4 The deferred tax liability as at 31st March 2010 comprises of the following:
(Rs. in millions )
As at As at
31.03.2010 31.03.2009
(i) Deferred Tax Liability
Related to fixed assets 1345.3 1225.4
others 15.4 17.4
1360.7 1242.8
(ii) Deferred Tax Assets
Disallowance under Section 43B of the Income Tax Act, 1961 10.9 9.9
Others 12.7 6.5
Total 23.6 16.4

Deferred tax Liability (net) 1337.1 1226.4
5 Basic and Diluted Earnings per Share (Rs. in millions )

Current Year Previous year
Net profit after tax 1,904.0 1,888.6
Less : Prior Period Adjustment 40.0 14.8
Net profit after tax attributable to Equity Share holders for Basic
EPS 1,864.0 1,873.8
Weight average no. of equity shares 62,242,448 62,242,448

outstanding for Basic EPS
Basic Earning Per Share of Rs.10 Each (Rs.) 29.95 30.11
EPS 1,864.0 1,873.8
Add : Interest expenses recognized on 4.2 12.2

Foreign Currency Convertible Bonds net of Tax
Net profit after tax attributable to Equity Share holders for Diluted
EPS 1,868.2 1,886.0
Weighted Average numbers of equity shares 66,215,879 65,800,786
outstanding for Diluted EPS
Diluted Earning Per Share of Rs.10 Each (Rs.) 28.21 28.66
Reconciliation between number of shares used for calculating basic and diluted earning per share
Number of Shares Used for calculating Basic EPS 62,242,448 62,242,448
Add : Potential Equity Shares ( Foreign Currency 3,558,333 3,558,333
Convertible Bonds
Add:- Potential Equity Shares ( JBF ESOS-2009) 415,098 -
Number of Shares used for Calculating Diluted EPS 66,215,879 65,800,781
170
SCHEDULE "O"
6 As per Accounting standard -18, As notified in the Companies (Accounting Standards) Rules, 2006, the disclosure of transactions with related parties as defined in the Accounting Standard are
given below :
I. Enterprises over which the Key Managerial personnel & their relatives have significant influence
Arya Texturisers & Twisters
Arya Industries
Vaidic Resources Pvt. Ltd.
JBF Global FZE
II. Key Managerial Personnel : III. Relatives of Key Managerial Personnel :

Mr. B.C. Arya Mrs. Veena Arya Relative of Shri B.C. Arya
Mr. R.Gothi Mr. Cheerag Arya Relative of Shri B.C. Arya
Mr. P.N.Thakore Ms.Chinar Arya Relative of Shri B.C. Arya
Mr. N.K.Shah Mrs. Usha Thakore Relative of Shri P N Thakore
Mr. Cheerag Arya Mr. Abhishek R. Gothi Relative of Shri R. Gothi
Mr. Abhishek P. Thakore Relative of Shri P.N. Thakore
Transaction with Related Parties :
IV. (Rs. in millions )
Enterprises over which

the Key Managerial
Personnel has significant
Sr. No.
Particulars influence Key Managerial Personnel Relatives of Key Managerial Personnel Total
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
1 Unsecured Loan
a) Balance as on 01.04.09 - 596.7 - - - - - 596.7
b)Taken during the year - - - - - - - -
c) Refunded during the year - 596.7 - - - - - 596.7
d) Balance as at 31.03.2010 - - - - - - - -
2 Loans & Advances -
a) Opening Balance 6.0 11.6 6.0 11.6
b) Given during the year 310.7 - - - - - 310.7 -
c) Refunded during the year 6.0 5.6 - - - - 6.0 5.6
d) Balance as at 31.03.2010 310.7 6.0 - - - - 310.7 6.0
3 Sundry Debtors as at 31st
March, 2010 - 28.1 - - - - - 28.1
4 Sundry creditors as at 31st
March, 2010 3.9 - - - - - 3.9 -
5 Dividend paid 19.5 4.3 116.8 28.1 10.9 3.3 147.2 35.7
6 Expenditures
Purchases 211.5 204.2 - - - - 211.5 204.2
Remuneration/Sitting Fees - 72.1 55.4 2.5 0.6 74.6 56.0
Rent - - - - - - - -
7 Share Warrants Forfeited - 99.2 - 99.2
during the year
Notes to Related Party Transactions:
i) Loans & Advances includes Rs.310.7 millions given to JBF Global FZE .
ii) Sundry Creditors includes Rs. 3.9 millions from Arya Industries.
iii) Dividend paid includes Rs. 116.8 millions and Rs.19.5 millions to Mr. B C Arya & Vaidic Resources Pvt. Ltd. respectively.
iv) Expenditures: Purchases include Rs. 211.5 millions from Arya Industries. Remuneration /Sitting Fees include Rs. 49.0 millions ,Rs 13.5 millions & Rs.6.0 millions to Mr.B C Arya , Mr.
Chirag Arya & Mr.Rakesh Gothi respectively.
171
SCHEDULE "O"
7 In accordance with the Accounting Standard (AS -28 ) on “ Impairment of Assets” As notified by Companies ( Accounting Standards) Rules 2006, the management during the year carried out an
exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard. On the basis of this review carried out by
the management , there was no impairment loss on Fixed Assets during the year ended 31st March, 2010.
8 The Company has repurchased and cancelled 1430 Foreign Currency Convertible Bonds ( FCCBs) of the Face Value of USD 10000 each on 20th April, 2009,as per the approval of the Reserve
Bank of India, at a discount. This has resulted in a saving of Rs.174.6 millions which has been reflected as part of Other Income for the year ended 31st March, 2010. Consequent upon such
repurchase and cancellation, the Company 's obligations to convert the said FCCBs into shares, if so claimed by the FCCB holders and/ or to redeem the same in foreign currency, have come to an
end vis-s vis cancelled FCCBs. Rs. 91.5 millions being premium on redemption has been reversed on buy back of FCCBs.
9 The Expense on account of forward premium on outstanding forward exchange contracts to be recognized in the profit & loss account of subsequent accounting year aggregate to Rs. NIL (Previous
Year Rs. 1.9 millions).
10 Segment Information as per Accounting Standard -17 on Segment reporting for the year ended 31st March, 2010
i Information about primary ( Geographical) segment :
(Rs. in millions )
Domestic International Total Consolidated
Current Year Previous Year Current Year Previous Year Current Year Previous Year
1.Segment Revenue
Net Turnover 26,913.1 23,944.1 23,764.1 19,469.9 50,677.2 43,414.0
Other Income 373.8 131.7 54.4 121.0 428.2 252.7
Total Income 27,286.9 24,075.8 23,818.5 19,590.9 51,105.4 43,666.7
Less : Inter Segment Revenue 517.3 - 775.3 407.3 1,292.6 407.3
26,769.6 24,075.8 23,043.2 19,183.6 49,812.8 43,259.4
2.Results
Segment Results 2,449.0 1,799.7 1,493.9 2,076.0 3,942.9 3,875.7
Interest & Finance Charges 618.9 594.2 655.8 381.1 1,274.7 975.3
1,830.1 1,205.5 838.1 1,694.9 2,668.2 2,900.4
Provision for Income Tax 540.1 442.8 0.1 16.0 540.2 458.8
Net Profit/ (Loss) 1,290.0 762.7 838.0 1,678.9 2,128.0 2,441.6
3.Other Information
Total Segment Assets 21,067.7 17,331.6 15,269.9 14,722.2 36,337.6 32,053.8
Total Segment Liabilities 15,545.6 12,508.0 8,419.6 8,217.5 23,965.2 20,725.5

Capital Expenditure 2,463.5 2,409.8 -1010.2 * 5,770.2 1,453.3 8,180.0
Depreciation 622.1 523.0 550.4 256.4 1,172.5 779.4

Non - Cash Expenditure other
than Depriciation - 24.7 - - - 24.7
* due to exchange gain on account of translation of fixed assets.
ii Notes :
a) Segments have been identified and reported taking into account, the differing risks and returns, the organization structure and the internal reporting system. These are
organized into two main business segment based on geographic :
Domestic : Operations within India
International : Operations outside India
b) Segment revenue, results,assets and liabilities include the respective amount identifiable to each of the segments.
In the opinion of the management, the company is engaged only in the business of producing polyester based products. As such, there
are no separate reportable segments.
11 Auditor's Remuneration (Rs. in millions )

iii Secondary Segment information : Product wise
Audit Fees 3.8 5.2
Tax Audit Fees 0.6 0.6
Certification Fees 2.0 0.1
Out of Pocket Expense 0.2 -
6.6 5.9
172
SCHEDULE "O"
12 Directors' Remuneration (Rs. in millions )

Current Year Previous Year
Managerial Remuneration
a) Salary * 51.7 39.2
b) Commission 16.5 13.0
c) Other Benefits 3.9 3.2
72.1 55.4
* Salary includes Contribution to Provident Fund Rs 39,000 ( Prevoius Year Rs 39,000)

( i )Liability for Gratuity and Leave Encashment is provided on actuarial basis for the Company as a whole, the amount pertaining to directors is not ascertainable and, therefore, not
included above.
( ii )The benefit value in respect of 1,35,000 stock options granted to the full time & executive directors is not considered for the above purpose.
13 Employee Stock Option Scheme:-

I) The Employee Stock Option Scheme,2009 ( JBF ESOS 2009) has been introduced and implemented during the year as approved by the shareholders at the Annual General
Meeting held on 25th September,2009. The Company has reserved issuance of 21,78,486 Equity Shares of Rs. 10/- each for offering to eligible employees of the Company.
II) On 25th September,2009, the Company granted 21,54,000 Options convertible into Equity Shares of Rs 10 each to 298 employees. The Exercise Price of the Options was fixed
at Rs 60 each for conversion in to one Equity Share of the Company. Out of above Options 1,81,800, Options have been Lapsed during the year.
III) The above Options vest over a period ranging from one to three years as follows:
Percentage to Grant Period of Vesting From Date of Grant
33.33 At the end of Twelve Months

33.33 At the end of Twenty Four Months
33.33 At the end of Thirty Six Months
IV) All the Options granted till date have an exercise period of Twenty Four months from the date of their vesting.
The Company applies intrinsic- value method of accounting for determining Employee Compensation Expenses for its ESOS. Had the Employee Compensation Expenses been
V) determined using the fair value approach, the Company’s Net Profit and basic and diluted earnings per share as reported would have reduced as indicated below:
(Rs. in millions )
Particulars Current Year Previous Year
1,864.0
Net Profit/(Loss) as Reported
9.3
Less:- Employee Compensation Expenses
1,854.7 --
Adjusted Proforma
--
Basic Earnings Per Share ( Rs.)-
29.95 --
- As reported
29.80 --
- Proforma
Diluted Earnings Per Share ( Rs.)
28.21 --
- As reported
- Proforma 28.07 --
VI) The Following Summaries the Company’s Stock Option activity for ESOS:
( No. of Shares)
Sr. Particulars Current Year Previous Year
No.
a.i Outstanding at the beginning of the year -- --
ii Granted during the year 21,54,000 --

iii Lapsed during the year 1,81,800 --
iv Exercised during the year -- --
v Expired During the year -- --
b Outstanding at the end of the year 19,72,200 --
c Exercisable at the end of the year -- --
d Weighted average Intrinsic value of Options granted ( Rs.) 36.40 --
173
SCHEDULE "O"
14 Disclosure of Financial and Derivative instruments
a) 'Derivative contracts entered into by the company and outstanding as on 31st March 2010
(Rs. in millions )
Forward Cover Contracts - 804.5

For Currency & Interest Swap with option structure 899.5 1,017.2
Interest Rate Swaps 1,539.6 -
b) All Derivative and financial instruments aquired by the company are for hedging purpose only.
c) Marked to market losses in respect of the derivative contracts For Currency & Interest Swap as on 31st March, 2010 is Rs. 704.8 millions (Previous Year Rs.826.6 millions) , out of
which Rs. 633.7 millions (Previous Year Rs. 826.6 millions) have not been provided in the books of accounts since the company is of the view that the loss of Rs. 633.7 millions
(Previous Year Rs. 826.6 millions) is notional in nature and will be payable only if loss conditions are triggered.
d) Foreign Currency exposure that are not hedged by derivative instruments as on 31st March, 2010 relating to :
(Rs. in millions )
Particualrs Current Year Previous Year
Receivables 2,708.3 894.2
Payables 7,988.4 4447.8
e) JBF RAK LLC uses interest rate swap to hedge against the cash flow risks arising on the floating rate term loan. The change in the fair value of above derivative designated as cash
flow hedge amounting to Rs.71.1 millions ( Previous Year Nil ) has been recognised as " Hedge Reserve Account".
15 The details of Pre-operative expenditure which are capitalised as under :

(Rs. in millions )
As at 31st March, As at 31st March,
PARTICULARS 2010 2009
Raw material Consumed 15.3 29.4

Stores & Spares Consumed - 75.8
Colour & Chemicals and Oil & Lubricants 0.4 2.8
Power & Fuel 7.8 3.6
Security charges 0.2 1.3
Packing material Consumed 1.2 -
Repairs & Maintenance-Others 0.1 -
Salary & Wages 13.9 23.9
Gratuity - 0.3
Employees Welfare & Other Amenities 1.5 1.4
Sales Promotion & Distribution 1.1 138.2
Rent 3.6 8.3
Insurance 1.9 2.7
Travelling & Conveyance 1.1 20.2
General Expenses 0.7 0.8
Legal & professional Fees 4.2 19.0
Bank & Finance Charges 37.4 105.5
Interest 237.7 65.7
Exchange Differences (net) - 252.6
331.2 1,110.7
Less : Income during Pre Operative Period
Dividend income - 0.5
Interest (TDS NIL Previous Year Nil ) - 1.8
Sales Realisation 12.0 17.8
12.0 20.1
Net Pre Operative Expenses for the Year 319.2 1,090.6
Add : Pre Operative Expenses upto Previous Year 313.3 413.6

632.5 1,504.2
Less : Allocated during the Year 559.1 1,190.9

Closing Balance 73.4 313.3
174
SCHEDULE "O"
16 Contingent liabilities in respect of -

(Rs. in millions )
As at As at
31.03.2010 31.03.2009
a) Estimated amount of Contract remaining 2,039.0 1,278.1

to be executed on Capital Account and
not provided for (net of advances)
(Cash outflow is expected on execution of such
capital contracts, on progressive basis)
b) Contingent Liabilities :
I Bills discounted 67.8
II Guarantees issued by the Bankers 1,803.4 1,531.6
(Bank Guarantees are provided under contractual /
legal obligation. No cash outflow is expected)
III Letter of Credit 2,981.1 2,526.2
(These are established in favour of vendors but cargo/
material under the aforesaid letter of credit are yet to
be received as on year end date. Cash outflow expected
on the basis of payment terms mentioned in Letter of
Credit)
IV Disputed liabilities in appeal :
Income Tax 9.4 -----
( No cash flow is expected)
( No cash outflow is expected.)
V Service Tax ( No cash outflow is expected ) 14.9 14.9
VI Claim against the Company not acknowledged as debts 0.9 0.9

17 The company has paid till date Rs 14.6 millions (Previous year Rs 8.0 millions) to HDFC Asset Management company Limited (the Portfolio Manager ) for providing Discretionary
Portfolio Management Services which is in the nature of investment administrative management services and include the responsibility to manage ,invest and operate the assets
under the HDFC AMC PMS -Real Estate Portfolio -1 ( “ Real Estate Portfolio”), as per the agreement dated 1st January,2008 .The securities representing the outstanding balance of
Rs. 12.8 millions as at 31st March, 2010 ( Previous year Rs 7.3 millions ) have been accounted as investment.
18 10% of Annual net income of JBF RAK LLC. Is to be set aside as a legal reserve in accordance with the United Arab Emirates Commercial Companies Law.
19 JBF RAK LLC subsidiary of the company has obtained Land on lease from RAKIA for a period of 25 years. The total commitments in respect of
lease rent at current rates and mortgage fee are as follows:
(Rs. in millions )
Future minimum lease payments: Current Year Previous Year
Within one year 12.2 5.7

After one year but not more than five years 47.0 22.8
More than five years 75.0 93.9
Total operating lease expenditure contracted for at the reporting date 134.2 122.4
20 Previous year’s figures have been reworked/ regrouped/ rearranged and reclassified wherever necessary. Amount and other disclosures for the preceding year are included as an
integral part of the current year financial statements and are to be read in relation to the amount and other disclosures relating to the current year.

R. KORIA
Partner
Place : Mumbai
Date : 26th May,2010
175
( Rs in millions)
As at As at
SOURCES OF FUNDS
SHAREHOLDERS' FUND

Equity Share Suspense
- 1.8
SHARE WARRANTS - 99.2

( Refer Note No.10 of Schedule "O")
MINORITY INTEREST 3,997.4 3,160.7
LOAN FUNDS

DEFERRED TAX LIABILITY (NET) 1,226.4 982.0

( Refer Note No.4 of Schedule "O" )
TOTAL 24,969.1 - 18,441.0
FIXED ASSETS E
Gross Block 20,975.4 12,176.2

Less: Depreciation & Impairment 3,287.7 2,464.3
Net Block 17,687.7 9,711.9
INVESTMENTS- In Assocaites -
In Others 360.5 360.5 594.3 594.3
- -
FOREIGN CURRENCY MONETARY ITEMS
TRANSLATION DIFFERENCE ACCOUNT 162.8
( Refer Note No.7 of Schedule "O" )
Inventories 3,965.8 2,590.3

Cash and Bank Balances 898.5 3,352.5
10,693.6 10,291.5

-
Provisions 636.4 400.2
7,084.7 5,805.8
-
TOTAL 24,969.1 18,441.0

VEENA ARYA
Director
Place : Mumbai
Date :29.06.2009
176
FOR THE YEAR ENDED 31ST MARCH , 2009
(Rs. in millions)
Year ended Year ended
INCOME
Turnover 44,668.5 29,564.4

Net Turnover 43,099.1 27,915.9
TOTAL 43,537.9 28,940.7
EXPENDITURE
Purchases 46.2 3.8

Selling & Distribution L 1,692.2 935.7
Administrative & General M 1,099.0 211.2
Interest and Finance Charges N 975.3 633.1
39,858.1 26,747.8

Provision for Current Tax (including wealth tax of
Rs. 0.3 Millions Previous Year Rs. 0.2 Millions ) 205.8 240.2
Provision for Fringe Benefit Tax 2.5 2.2
Profit after tax 2,441.6 1,302.1
Share of Loss /( Profit) transferred to Minority (553.0) 35.3
Profit after tax after adjustment for Minority
interest 1,888.6 1,337.4
Prior period adjustments 14.8 (0.3)
Balance as per last Balance sheet 2,222.1 1,147.4
APPROPRIATIONS
Transferred to Legal Reserve 100.3 -
Dividend paid on Equity Shares - 11.7
Tax paid on Dividend - 2.0
Balance of Profit carried to the Balance Sheet 3,551.5 2,222.1
4,095.9 2,485.1
Earnings per share (of Rs.10 each) -Basic 30.11 23.16
-Diluted 28.66 18.55

Accounts O

VEENA ARYA
Director
Place : Mumbai
Date : 29.06.2009
177
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH,2009.
(Rs. in Millions)
PARTICULARS 10 AMOUNT AMOUNT

Adjustment for :
Depreciation & amortisation 779.4 595.5
Provisions for dimunition in value of Current Investments 15.4 25.0
Loss on sale of Fixed assets (net) 10.7 -
Profit from Current/Long term Investments 77.8 (16.9)
Bad debts Written Off 6.6 -
Sundry Balances written off/ (back) (net) 2.7 (6.9)
Exchange Difference (Net) * 575.2 2,068.4 (105.4) 936.5
Adjsuted for :
Inventories (1,375.5) (1,706.5)
Trade Payables 941.4 (1,743.1) 3,920.6 612.0
Cash generated from operations 3,225.7 3,145.9
Cash generated before prior year 3,002.6 2,941.4
Prior year adjustments (14.8) 0.3
Net cash from operating activities (A) 2,987.8 2,941.7

Movements in Loans (Net) (168.5) (152.7)
Interest received 115.7 54.9
Fixed Deposits with bank having maturity more than three
months (placed) (52.2) (330.7)
Fixed deposits with banks - matured 330.6 (7,488.3) - (4,525.6)

Proceeds from Issue of Equity Shares & Share Warrants - 405.4
Proceeds from Issue of Shares to Minorities (net) - 2,650.1
Repayment of long term loans (1,021.5) (922.5)
Short term Loans (Net) 1,703.8 (225.5)
Shares/ FCCB/ECB Issue Expenses - (43.3)
Exchange Difference (Net) (177.9) 25.2
Dividend & Dividend Tax paid (108.5) 2,324.9 (156.0) 4,365.3
Net cash used in financing activities (C) 2,324.9 4,365.3
NET INCREASE/(DECREASE) ] IN CASH & CASH EQUIVALENTS (A+B+C) (2,175.6) 2,781.4

CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 3,020.8 170.2
On Amlgamation - 69.2
CASH & CASH EQUIVALENTS AT THE END OF THE YEAR 845.2 3,020.8
Add: Fixed deposit with banks having maturity of more than three months 53.3 331.7
Closing balance of Cash and bank# 898.5 3,352.5
# For Composition, refer Schedule 'F'

Notes :
1 The above Cash Flow statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS-3) on " Cash Flow Statements" as notified by the
Companies ( Accounting Standard ) Rules, 2006 .
2 Cash and cash equivalent Includes amount lying in Margin money Account amounting to Rs. 61.1 Millions (Previous year Rs. 37.5 Millions), Fixed Deposit in lien with
bank amounting to Rs. 514.6 Millions (Previous year 1816.3 Millions) and matured Dividend Accounts amounting to Rs. 3.9 Millions (Previous year Rs. 3.1 Millions)
3 The figures of previous year have been recast, rearranged and regrouped wherever considered necessary.
B.C.ARYA RAKESH GOTHI VEENA ARYA

Chairman Managing Director Director
R. KORIA
Partner

Place : Mumbai
Date : 29.06.2009
178
(Rs. in Millions)
As at As at
SCHEDULE 'A'
SHARE CAPITAL
AUTHORISED
100,000,000 (Previous Year 100,000,000) Equity Shares of

Rs.10 each 1,000.0 1,000.0
1,000.0 1,000.0
62,242,448(Previous Year 62,059,998 ) Equity Shares of

Rs. 10 each fully paid up 622.4 620.6
622.4 620.6
Note :
1
During the year the Company has alloted 1,82,450 Equity Shares of Rs. 10/- each pursuant to the scheme of Amalgamation of Microsynth
Fabrics (India) Limited with the Company as sanctioned by Hon'ble High Court of Judicature at Mumbai vide its order dated 23rd
October,2008.
2 Foreign Currency Convertible Bond ( FCCB) holders have the option to convert FCCB into 1,08,27,500 (Previuos Year 1,08,27,500)
Equity Shares of Rs. 10 each.
(Rs. in Millions)
SCHEDULE 'B'
As at As at
RESERVE AND SURPLUS 31st March, 2009 31st March, 2008
CAPITAL RESERVE
Add : On Consolidation 3.3 -
Add : On Forfeiture of Share Warrants 99.2 -
( Refer Note No.10 of Schedule "O") - 109.5 - 7.0
SECURITIES PREMIUM
Add : Received during the year - 696.0
Add : Redemption Premium on FCCB converted reversed - 40.4
Add : On Amalgamation 0.5 64.6

2,765.3 2,816.8
Less : Premium on FCCB 36.3 2,729.0 52.0 2,764.8
GENERAL RESERVE
Less : Adjustment as per transitional provisions of AS- 11 9.4 -
LEGAL RESERVE 148.9 -

Less:- Minority Interest 48.6 100.3 - -
6,708.5 5,211.2
179
SCHEDULES 'C' (Rs. in Millions)
A ) Term Loans
a) From Banks 5,275.3 3,591.2
B) Working Capital Loans From Banks 1,937.1 706.8
C) Vehicle Loans 31.6 29.7
7,852.3 4,469.4
Notes :
1 The Term Loans from Banks & Financial Institutions referred to in ( A ) above Rs 2462.0 Millions ( Previous year Rs.1999.6 Millions )
are secured by way of first mortgage & charge on pari passu basis on all the immovable and movable properties except current assets ,
present and future, situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat. Out of the ( A )
above aggregating to Rs.1388.3 Millions (Previous year Rs. 1999.6 Millions) are further secured by Second charge on current assets of
the Company situated at Silvassa, Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat. Rs 3421.6 Millions
(Previous Year Rs.1733.3 Millions )are secured by way of first rank registered mortgage over industrial plot at Emirates of Ras Al Khaimah
& Mortaged/ Notarised pledge over Plant & Machinery.
2 Working Capital Loans as referred to in ( B ) above aggregating to Rs. 728.1 Millions (Previous year 144.6 Millions ) are secured by
hypothecation of inventory of Raw Materials ,Work in process ,Finished goods ,Stores and spares , Packing materials and Book Debts
and are also secured by way of Second charge on the immovable properties of the company situated at Silvassa, Dadra & Nagar Haveli
(Union Territory) and at Sarigam, District Valsad, Gujarat. & Rs.642.9 Millions (Previous Year Rs 477.8 Millions )are secured by registered
mortaged & hypothecation of Plant & Machinery and Insurance cover in favour of bank on parri passu basis. Rs.468.6 Millions (Previous
Year Rs 84.4 Millions ) Secured by Corporate Gurantee & Promissory Note.
3 Working Capital Loans as referred to in ( B ) above aggregating to Rs. 97.5 Millions (Previous year Nil) are secured by pledge of Fixed
Deposits with banks of Rs. 137.1 Millions.
4 The Loans for vehicle have been secured by specific charge on the vehicles covered under the said loans.
5 Of the above, Loans aggregating to Rs.437.6 Millions (Previous year Rs.653.1 Millions) are guaranteed by two of the Directors of the
Company and Rs. 752.0 Millions( Previous year Rs. 985.4 Millions ) are guaranteed by one of the Directors of the company in their
personal capacity.
SCHEDULE 'D'
(Rs. in Millions)
A. Long Term Loans :

1) 1.75% Foreign Currency Convertible Bonds 1,010.3 974.5
2) External Commercial Borrowings 2,276.5 1,604.4
3) From a Bank - 259.4
4) Body Corpoartes - 596.7
5) Buyers Credit 296.3 3,583.1 - 3,435.0
B.Short Term Loan from a Bank 610.8 -

-
C. Working Capital Loan from Banks 368.2 353.1
D. Buyers credit - 108.0
4,562.1 3,896.1
Note :
The Company had issued 3450 Foreign Currency Convertible Bonds of USD 10,000 each as referred to in A (1) above on 30th
November, 2005 redeemable at a premium of USD 3413.4 per Bond on 1st December, 2010 with an option to bond holders to convert
each bond in 5083.33 Equity Shares aggregating to 1,75,37,500 Equity Shares of Rs. 10/- each at any time on or after 30th December,
2005 and prior to the close of business on 1st November, 2010. 2130 bonds were outstanding at the beginning and end of the year.
180
SCHEDULE -'E'
FIXED ASSETS (Rs. in Millions)
GROSS BLOCK DEPRECIATION NET BLOCK

DESCRIPTION
As At Acquired on Additions/ Deductions/ As at Up to For the Deductions/ Upto As At As At
4/1/2008 Amalgamation # Adjustments Adjustments 3/31/2009 3/31/2008 year Adjustments 3/31/2009 3/31/2009 3/31/2008
Tangible :
Leasehold Land 11.3 - - - 11.3 0.4 0.1 - 0.5 10.8 10.9
Freehold Land 269.4 - 3.5 - 272.9 - - - - 272.9 269.4
Building 1,742.5 - 1,187.4 0.9 2,929.0 205.1 97.2 0.0 302.3 2,626.7 1,537.4
Plant & Machinery 9,905.1 - 7,417.8 22.2 17,300.7 2,191.9 717.9 14.3 2,895.5 14,405.2 7,713.2
-
Furniture & Fixtures 60.2 - 8.9 - 69.1 19.0 4.9 - 23.9 45.2 41.2
Office Equipment 11.5 - 1.8 0.2 13.1 2.4 0.7 - 3.1 10.0 9.1
Vehicles 63.6 - 27.0 8.4 82.2 13.1 6.8 2.6 17.3 64.9 50.5
Data Processing Equipment 56.9 - 22.1 4.3 74.7 25.0 13.1 2.3 35.8 38.9 31.9
Intangible:
Software* 12.5 - 3.3 - 15.8 7.4 1.9 - 9.3 6.5 5.1

- -
Technical Know-how 43.2 - 8.0 - 51.2 - - - - 51.2 43.2
- -
Goodwill - - 155.4 - 155.4 - - - - 155.4 -
Total 12,176.3 - 8,835.2 36.1 20,975.4 2,464.3 842.6 19.2 3,287.7 17,687.7 9,711.9
Previous Year 8,315.6 536.6 3,396.9 72.9 12,176.2 1,901.0 595.5 32.2 2,464.3 9,711.9 -

# on Amalgamation of Microsynth Fabrics (India) Ltd.
NOTES:
2.Net Block of Plant & Machinery includes Rs 2.5 Millions in respect of Fixed Assets held for disposal.
3.Additions to fixed assets & Capital work in Progress are inclusive of Rs.431.8 Millions (Previous Year Rs. Nil) on account of exchange difference.
4. Capital work in progeress includes :
ii) Rs 15.4 Millions on account of cost of construction material at site (Previous Year Rs. 12.6 Millions)
5. Addition to Gross block includes Rs 1280.7 Millions ( Previous year Rs Nil.) and Depriciation includes Rs.63.2 Millions ( Previous year Rs Nil.) on account of translation of Fixed Assets & Depriciation to date respectively of Foreign subsidiary,
the effect of which is considered in Foriegn Currency translation reserve.
181
SCHEDULE 'F' (Rs. in Millions)
As at As at
CURRENT ASSETS, LOANS AND ADVANCES 31st March, 2009 31st March, 2008
CURRENT ASSETS
INVENTORIES
Stores, Spares and Consumables 225.1 99.3
Raw Material 2,093.8 1,122.6
Finished Goods 1,298.6 3,965.8 1,221.7 2,590.3
SUNDRY DEBTORS
Due for a period exceeding Six months 639.4 258.1
Others 3,095.8 3,735.2 2,686.6 2,944.7

BALANCE WITH SCHEDULED BANKS :
In Fixed Deposit Accounts 360.6 1,739.5
BALANCE WITH OTHER BANKS :

In Margin Deposit Accounts - 157.8
In Fixed Deposit Accounts 207.3 898.5 1,028.7 3,352.5
* Includes Rs. 514.6 Millions (Previous Year Rs.1816.3 Millions) pledged/under lien with Banks against the Credit facilities.
LOANS AND ADVANCES

( Unsecured, Considered good unless otherwise stated)

received
Considered Good 1,298.9 746.1
1,299.7 746.9
1,298.9 746.1
Less : Utilised during the year 41.5 -
8.9 50.4
10,693.6 10,291.5
182
SCHEDULE 'G' (Rs. in Millions)
As at As at
CURRENT LIABILITIES
Acceptances 1,165.7 616.1
Sundry Creditors - Micro and Small Enterprises # 9.5 -
- Others * 4,722.6 3,588.7
Investor Education and Protection Fund -
Other Liabilities 310.7 1,027.7
PROVISIONS :
Provision for Dividend Tax 52.9 636.4 15.9 400.2
7,084.7 5,805.8
* includes for Capital expenditure Rs 684.8 Millions ( Previous Year Rs 670.9 Millions).
** The company has recognised liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in
stock as on 31st March, 2008 of Rs.25.4 Millions as per the estimated pattern of Despatches. During the year Rs.25.4 Millions was
utilised for clearance of goods. Liability recognised under this class for the year is Rs. 26.5 Millions which is outstanding as on 31st
March, 2009. Actual outflow is expected in the next financial year.
# To the extent information available with company.
183
SCHEDULE 'H' (Rs. in Millions)

OTHER INCOME 31st March, 2009 31st March, 2008
Dividend - on long term investments 0.1 0.9

Profit on Sale - of long term Investments (Net) 2.7 2.3
- of Current Investments (Net) - 14.6
Interest received - from long term investments 0.2 3.2
- from Others 120.3 33.7
(Tax Deducted at source Rs. 19.5 Millions (Previous Year
Rs. 5.1 Millions) -
Rent 1.9 3.7
Exchange Difference (Net) - 50.9
Balances written back( Net) - 6.9
160.3 157.9
184
(Rs. in Millions)
VARIATION IN STOCKS
Finished goods 1,221.7 367.7
1,368.4 446.3
Add : On Amalgamation
Stock-in-process - 10.8
Finished goods - 44.4
- 1,368.4 55.2 501.5
Stocks at close :
Finished goods 1,298.6 1,646.9 1,221.7 1,368.4
278.5 866.9
SCHEDULE 'J'
(Rs. in Millions)

Opening Stock 1,122.6 276.2
Add : On Amalgamation - 46.8
Add : Purchases 34,625.1 24,144.7
35,747.7 24,467.7
Less : Consumption during trial run 29.4 -
Less : Closing Stock 2,093.8 33,624.5 1,122.6 23,345.1

Power & Fuel 1,435.6 1,000.7
Building 2.7 44.3 2.1 15.5
Excise Duty 1.2 (7.5)

35,609.4 24,699.8
SCHEDULE 'K' (Rs. in Millions)

PERSONNEL 31st March, 2009 31st March, 2008

Gratuity 10.3 3.8
436.0 264.2
185
(Rs. in Millions)

Freight & Forwarding Charges (Net) 926.4 452.7
1,692.2 935.7
SCHEDULE 'M' (Rs. in Millions)

ADMINISTRATIVE AND GENERAL 31st March, 2009 31st March, 2008
Rent 65.9 29.3

Insurance 46.0 26.9
Repairs & Maintenance-others 10.3 6.8
Donation 5.4 3.4
Bad Debts Written off 6.6 -
Sundry Debit Balances W/off 2.7 -
Exchange Difference (Net) 690.4 -
Provision for Diminution in value of Current Investment 15.4 25.0
Loss on Sale of Current Investments (Net) 80.5 -
Loss on sale of Fixed Assets (Net) 10.7 -
General Expenses* 71.4 52.7
1,099.0 211.2
*General Expenses includes Directors sitting Fees Rs. 0.8 Millions (Previous Year Rs. 0.6 Millions)
SCHEDULE 'N'
(Rs. in Millions)
Interest on
Others * 268.5 734.8 134.0 491.7
975.3 633.1
*Net of Derivative Income of Rs. Nil ( Previous Year Rs. 3.5 Millions)
186
SCHEDULE "O"
I STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The Consolidated financial statements relate to JBF Industries Ltd {‘The company’} and its subsidiary companies. The Consolidated Financial statements have been prepared
on the following basis:
a) The financial statements of the Company and its subsidiary companies have been combined on line-by-line basis by adding together the book value of like items of assets,
liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits & Losses in accordance with
Accounting Standard (AS) 21- "Consolidated Financial Statements".
b) In case of foreign subsidiaries, being non-integral foriegn operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities
are converted at rates prevailing at the end of the year. The resultant translation exchange difference has been transfered to foreign currency translation reserves.
c) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries or on the date of the financial
statements immediately preceeding the date of aquisition in subsidiaries are recognised in the financial statements as Goodwill or Capital Reserve as the case may be.
d) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less liabilities as of the date of disposal is
recognised in the consolidated statement of profit and Loss account as the profit or loss on disposal of investment in subsidiaries.
e) Minority Interest`s share of net profit / (loss) of consolidated financial statements for the year is identified and adjusted against the income of the group in order to arrive at
the net income attributable to shareholders of the company.
f) Minority Interest`s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of
the company`s shareholders.
g) The Consolidated Financial statements have been prepared using uniform accounting policies for like transactions & other events in similar circumstances except
mentioned in the note no 3 of notes on accounts and are presented to the extent possible, in the same manner as the company's seperate financial statements.

These are set out under "significant accounting policies" as given in the Standalone Financial statements of the JBF Industries Ltd and it's subsidiaries JBF RAK LLC & JBF
GLOBAL PTE LTD..
II Notes on Accounts
1 The Following subsidiary companies have been considered in the preparation of consolidated financial statements:

Interest
JBF GLOBAL PTE LTD. Subsidiary Singapore 67.38% W.e.f 20-APR-2007
Step Down
JBF RAK LLC. Subsidiary U.A.E.Ras -Al - 67.38%
Khaimah
Investment
Authority ( Rakia)
187
SCHEDULE "O"
2 The Audited Financial statements of JBF GLOBAL PTE LTD. & JBF RAK LLC as at 31st March,2009 have been prepared in accordance with Singapore
Financial Reporting Standards & International Financial Reporting Standard respectively and the same have been consolidated as it is without converting the
same as per the Generally Accepted Accounting Principles as applicable in India.
3 In respect of following items accounting policies followed by subsidiary company is different than that of the company.
Item Particulars Rs in millions Proportion of

the item
a) Depreciation
JBF RAK LLC charged depriciation on Fixed assets at
following rate as against Schedule -XIV of the Companies
Act,1956, followed by the company :
1) Building 5% 55.6 6.60%

2) Plant & Machinery / Electric Fitting & Fixtures 5%/10% 249.2 29.58%
3) Motor Vehicle 10% 4.1 0.49%
4) Ofiice Equipment, Computer & other 20% 9.2 1.09%
5) Furniture & Fixture 10% 1.5 0.17%
b) Inventory
JBF RAK LLC has determine cost of Raw material as per
Weighted Average Method as against FIFO method being
followed by the company.
788.0 37.64%
As at As at
31.03.2009 31.03.2008
Related to fixed assets 1,225.4 994.1
others 17.4 -
1,242.8 994.1
Disallowance under Section 43B of the Income Tax Act, 1961 9.9 12.1
Others 6.5 -
Total 16.4 12.1
Deferred tax Liability (net) 1,226.4 982.0
5 Basic and Diluted Earnings per Share (Rs in millions)

Net profit after tax 1,888.6 1,337.4
Less : Prior Period Adjustment 14.8 (0.3)
EPS 1,873.8 1,337.7

EPS 1,873.8 1,337.7
Net profit after tax attributable to Equity Share holders for Diluted
EPS 1,886.0 1,348.7

Add : Potential Equity Shares ( Share Warrants) - 2,073,539
Convertible Bonds
188
SCHEDULE "O"
6 As per Accounting standard -18, As notified in the Companies (Accounting Standards) Rules, 2006, the disclosure of transactions with
related parties as defined in the Accounting Standard are given below :
Arya Industries
Lunia Brothers (Ceased to be a related party W.E.F 01.04.2008)
Rak Ceramics
Rak Investment Authority
II. Key Managerial Personnel :

Mr. B.C. Arya
Mr. R.Gothi
Mr. P.N.Thakore
Mr. N.K.Shah
Mr. Cheerag Arya
III. Relatives of Key Managerial Personnel :

Mrs. Veena Arya Relative of Shri B.C. Arya
Mr. Cheerag Arya Relative of Shri B.C. Arya
Ms.Chinar Arya Relative of Shri B.C. Arya
Mrs. Usha Thakore Relative of Shri P N Thakore
Mr. Abhishek R. Gothi Relative of Shri R. Gothi
IV. Rs. in millions
Enterprises over which the

Key Managerial personnel Key managerial Relatives of Key
Sr. No. Particulars has significant influence Persons Managerial Person Total
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
1 Unsecured Loan
a) Balance as on 01.04.08 596.7 25.4 - - - - 596.7 25.4
b)Taken during the year - 1,203.1 - - - - - 1,203.1
d) Balance as at 31.03.2008 - 596.7 - - - - - 596.7
2 Sale of Fixed Assets - 0.1 - - - - - 0.1
3 Loans & Advances -
a) Opening Balance 11.6 11.6 -
b) Given during the year - 11.6 - - - - - 11.6
c) Refunded during the year 5.6 - - - - - 5.6 -
d) Balance as at 31.03.2009 6.0 11.6 - - - - 6.0 11.6
4 Investments - -
a) Subscribed during the year - - - - - - - -
b) Refunded during the year 621.3 - - - - - 621.3
b)Investments as at 31st March,2009
- - - - - - -
5 Sundry Debtors as at 31st March,
2009 28.1 93.8 - - - - 28.1 93.8
6 Sundry creditors as at 31st March,
2008 - 86.3 - - - - - 86.3
7 Dividend paid 4.3 0.5 28.1 42.2 3.3 4.9 35.7 47.6
8 Income
Sales - 229.5 - - - - - 229.5
Interest - - - - - - - -
Rent - 0.9 - - - - - 0.9
9 Expenditures
Purchases 204.2 188.5 - - - - 204.2 188.5
Purchases of fixed assets - 143.4 - 143.4
Remuneration/Sitting Fees - 55.4 39.1 0.6 0.1 56.0 39.2
Rent 0.0 0.5 - - - - 0.0 0.5
10 Share Warrants Forfeited during the
year 99.2 - 99.2 -
11 Equity Shares/ Share Warrants
alloted during the Year
Equity Shares (alloted on conversion of
Share Warrants) - 306.3 - - - - - 306.3
Share Warrants - 191.1 - - - - - 191.1
189
SCHEDULE "O"

i) Unsecured Loan refunded during the year includes Rs 552.0 millions paid to Rak Investment Authority.
ii) Loans & Advances given during the year includes Rs. 6.0 millions advances made to Arya Industries .
iii) Sundry Debtors includes Rs. 28.1 millions from Arya Texturising & Twister
iv) Dividend paid includes Rs. 28.1 millions & Rs. 4.3 millions to Mr. B C Arya & Vaidic Resources Pvt. Ltd.
v) Expenditures: Purchases include Rs. 204.2 millions from Arya Industries. Remuneration /Sitting Fees include Rs. 41.3 millions & Rs.4.9
millions to Mr.B C Arya & Mr.Rakesh Gothi respectively.Rent Paid includes Rs.40,000 to Arya Texturising & Twister.
vi) Share Warrants forfeited amounting to Rs. 99.2 millions alloted in earlier year to Vaidic Resources Pvt. Ltd.
7 Based on the legal opinion obtained by the Company, w.e.f. 1st April, 2008 foreign currency exchange difference on amount borrowed for acquisition of Fixed Assets was capitalised
to the carrying cost of Fixed Assets as stipulated in Schedule VI to the Companies Act, 1956 as against charging the same to the Profit & Loss Account. During the year, pursuant
to the notification no. G.S.R. 225(E) issued by Ministry of Corporate Affairs on 31st March, 2009 exchange difference arising on long term foreign currency monetary items in so far
as they relate to the acquisition of depreciable capital assets is added or deducted from the cost to such fixed assets and in other cases accumulated such difference in the "Foreign
Currency Monetary Items Translation Difference Account" and amortised to Profit & Loss Account over the balance life of the such long-term foreign currency montery items but not
beyond 31st March, 2011. Accordingly during the year ended 31st March 2009 foreign currency exchange difference of the Rs 394.0 millions has been capitalised, Rs. 162.8
millions has been transferred to "Foreign Currency Monetary Items Translation Difference Account". Consequently the profit before tax during the year ended is higher by Rs 556.8
millions.
The Company has also recomputed the foreign currency exchange difference on long term foreign currency monetary items for the year ended 31st March,2008 and the amount of
Rs. 9.4 millions ( net of deferred tax) has been withdrawn from opening General Reserve Account.
8 In accordance with the Accounting Standard (As -28 ) on “ Impairment of Assets” As notified by Companies ( Accounting Standards) Rules 2006, during the year the company has
reassessed its fixed assets and is of the view that no further impairment /reversal is considered to be necessary in view of its expected realizable value.
9 The Company has repurchased and cancelled 1430 Foreign Currency Convertible Bonds ( FCCBs) of the Face Value of USD 10000 each on 20th April, 2009,as per the
approval of the Reserve Bank of India, at a discount. Consequent upon such repurchased and cancellation, the Company 's obligations to convert the said FCCBs into shares, if so
claimed by the FCCB holders and/ or to redeem the same in foreign currency, have come to an end vis-s vis cancelled FCCBs. The impact of the same in accounts will be given in
the next financial year.
10 On 31st July, 2007, the Company had issued 52,00,000 share warrants ( Excercise Price of Rs.122.50 each) on preferential basis to a Company controlled by the promotors, having
the currency period of 18 months from the date of allotment. Out of the above, 25,00,000 share warrants were converted into the Equity Shares during the previous year ended 31st
March, 2008. As the warrant holder holding remaining 27,00,000 warrants who paid 30% consideration of Rs. 330.7millions has not exercised the option to acquire the Equity
Shares, the Board of Directors forfeited the same and credited Rs.99.2 millions received against those warrants to Capital Reserve Account.
11 The Expense on account of forward premium on outstanding forward exchange contracts to be recognized in the profit & loss account of subsequent accounting year aggregate to
Rs. 1.9 millions (Previous Year Rs. 0.2 millions).
190
SCHEDULE "O"
(Rs in millions)
1.Segment Revenue
Net Turnover 23,944.1 21,499.2 19,469.9 6,417.2 43,414.0 27,916.4
Other Income 131.7 113.6 121.0 88.5 252.7 202.1
Total Income 24,075.8 21,612.8 19,590.9 6,505.7 43,666.7 28,118.5
Less : Inter Segment Revenue 20.1 407.3 24.6 407.3 44.7
24,075.8 21,592.7 19,183.6 6,481.1 43,259.4 28,073.8
2.Results
Segment Results 1,799.7 2,146.2 2,076.0 84.3 3,875.7 2,230.5
Interest & Finance Charges 594.2 465.5 381.1 167.6 975.3 633.1
1,205.5 1,680.7 1,694.9 (83.3) 2,900.4 1,597.4
Provision for Income Tax 442.8 293.4 16.0 1.8 458.8 295.2
Net Profit/ (Loss) 762.7 1,387.3 1,678.9 (85.1) 2,441.6 1,302.2
3.Other Information

Capital Expenditure 2,409.8 1,546.9 5,770.2 3,280.9 8,180.0 4,827.8
Depreciation 523.0 457.3 256.4 138.2 779.4 595.5

Non - Cash Expenditure other than
Depriciation 24.7 25.0 - - 24.7 25.0
ii Notes :
a) Segments have been identified and reported taking into account, the differing risks and returns, the organization structure and the internal reporting
system. These are organized into two main business segment based on geographic :


The Company is operating into a single business ie. Business of synthetic Yarn Including Chips and as such all business activities revolve around this
segment. Hence there is no separate secondary segment to be reported considering the requirement of AS-17 on " Segment Reporting " as notified by
the Companies ( Accounting Standards) Rules, 2006
13 Auditor's Remuneration (Rs in millions)

Audit Fees 5.2 1.9
Certification Fees 0.1 *1.1
Out of Pocket Expense - 0.1
5.9 3.6
*Rs. 1.0 million considered as expenses in relation to amalgamation .
191
SCHEDULE "O"
14 Directors' Remuneration (Rs in millions)

a) Salary * 39.2 26.3
55.4 39.1
(Rs in millions)
Forward Cover Contracts 804.5 39.9

For Currency & Interest Swap with option structure 1,017.2 1,604.4
c) Marked to market losses in respect of the derivative contracts For Currency & Interest Swap as on
31st March, 2009 is Rs. 826.6 millions ( Previous year Rs 934.0 millions), which have not been
provided in the books of accounts since the company is of the view that the above losses is notional in
nature and will be payable only if loss conditions are triggered.
d) Foreign Currency exposure that are not hedged by derivative instruments as on 31st March, 2009
relating to :
(Rs in millions)
Particualrs Current Year Previous Year
Receivables 894.2 760.8
Payables 4,447.8 1,549.2
192
SCHEDULE "O"

(Rs in millions)
As at 31st As at 31st March,
PARTICULARS March, 2009 2008
Raw material Consumed 29.4 -

Stores & Spares Consumed 75.8 13.9
ECB Issue Expenses - 32.5
Repairs & Maintenance - 0.2
Gratuity 0.3 0.5
Sales Promotion & Distribution 138.2 0.3
Freight & Forwarding - 13.0
Rent 8.3 8.5
Insurance 2.7 5.1
General Expenses 0.8 6.8
Interest 65.7 171.5
Exchange Differences (net) 252.6 (0.9)
1,110.7 722.0
Dividend income 0.5 -
Profit on Current Investments - (0.9)
Interest (TDS NIL Previous Year Nil ) 1.8 (18.9)
Sales Realisation 17.8 -
Misc Income - (2.6)
20.1 (22.4)
Net Pre Operative Expenses for the Year 1,090.6 699.6

1,504.2 713.9
Less : Allocated during the Year 1,190.9 300.3

193
SCHEDULE "O"
(Rs in millions)
As at As at
31.03.2009 31.03.2008

I Bills discounted 67.8 -
(No cash outflow is expected)
II Guarantees issued by the Bankers 1,531.6 1,123.6
III Letter of Credit 2,526.2 1,168.8
Credit)
Income Tax ----- 2.2
(Penalty imposed u/s 271(1C) of I.T. Act 1961. No
cash flow is expected)
( Relating to interpretation of notification no cash outflow
is expected.)
V Service Tax ( relating to Cenvat credit on commission
paid to foreign agents. No cash outflow is expected
14.9 -
VI Claim against the Company not acknowledged as debts 0.9 0.9

VII The Company has entered into technology and project management agreement with a US
Company for Rs. 544.2 milionse Equivalent to USD 10.7 Million. As per the terms, if the contract is
not fulfilled by the Company (which includes JBF Global Pte Ltd, Singapore a subsidiary) a
cancellation of 15% of the Contract sum amounting to Rs. 81.4 millions Equivalent to USD
1.6.Million is to be paid to the US Company as damages.
194
SCHEDULE "O"
18 The company has paid Rs 8.0 millions (Previous year Rs 3.0 millions) to HDFC Asset Management
company Limited (the Portfolio Manager ) for providing Discretionary Portfolio Management Services
which is in the nature of investment administrative management services and include the
responsibility to manage ,invest and operate the assets under the HDFC AMC PMS -Real Estate
Portfolio -1 ( “ Real Estate Portfolio”), as per the agreement dated 1st January,2008 .The securities
representing the outstanding balance of Rs.7.3 millions as at 31st March, 2009 ( Previous year Rs
2.2 millions ) have been accounted as investment.
19 10% of Annual net income of JBF RAK LLC. Is to be set aside as a legal reserve in accordance with
the United Arab Emirates Commercial Companies Law.
20 Previous Year Figures have been reworked/regrouped/rearranged and/or reclassified wherever

necessary.

R. KORIA
Partner
Place : Mumbai
Date : 29th June,2009 VEENA ARYA
Director
195
(Rs. in Millions)
As at As at
SOURCES OF FUNDS
SHAREHOLDERS' FUND

Equity Share Suspense 1.8
( Refer Note no.5 of Schedule " O")
SHARE WARRANTS 99.2 -

( Refer Note No. 12 of Schedule "O")
MINORITY INTEREST 3,160.7 621.3
LOAN FUNDS

DEFERRED TAX LIABILITY (NET) 982.0 929.2

( Refer Note No. 6 of Schedule "O")
TOTAL 18,441.0 11,417.9
FIXED ASSETS E
Gross Block 12,176.2 8,315.6

Less: Depreciation & Impairment 2,464.3 1,907.9
Net Block 9,711.9 6,407.7
INVESTMENTS- In Associates - -
- In Others 594.3 594.3 277.1 277.1
Inventories 2,590.3 772.4

Cash and Bank Balances 3,352.5 171.2
10,291.5 3,442.1

Provisions 400.2 325.2
5,805.8 1,463.8
TOTAL 18,441.0 11,417.9

Place : Mumbai
Date : 18th November,2008
196
FOR THE YEAR ENDED 31ST MARCH, 2008
(Rs. in Millions)
Schedule Year ended 31st March, 2008 Year ended 31st March, 2007
INCOME
Turnover 29,564.4 16,115.5

Net Turnover 27,915.9 14,795.8
TOTAL 28,940.7 15,286.6

EXPENDITURE
Purchases 3.8 3.6
Selling & Distribution L 935.7 278.2
Administrative & General M 211.2 113.7
Interest and Finance Charges N 633.1 269.8
26,747.8 13,734.5

Provision for Current Tax (including wealth tax of
Rs. 0.2 Millions Previous Year Rs. 0.2 Millions ) 240.2 132.7
MAT Credit Entitlement - (10.5)
Provision for Fringe Benefit Tax 2.2 1.9
Profit after tax 1,302.2 785.2
Add: Share of loss transferred to Minority 35.3 10.1
Prior period adjustments (0.3) 1.1

Balance as per last Balance sheet 1,147.4 581.5
APPROPRIATIONS
Dividend paid on Equity Shares 11.7 3.1
(Refer note no. 13 of Schedule "O")
Tax paid on Dividend 2.0 0.4
Balance of Profit carried to the Balance Sheet 2,222.1 1,147.4
2,485.1 1,375.0
Earnings per share (of Rs.10 each) -Basic 23.16 15.37
-Diluted 18.55 11.74
(Refer Note No.7 of Schedule "O")
Accounts O

R. KORIA
Partner

Place : Mumbai
197
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH,2008.
(Rs. in Millions)
PARTICULARS AMOUNT AMOUNT

Adjustment for :
Depreciation & amortisation 595.5 369.0
Provisions for dimunition in value of Current Investments 25.0 9.4
Loss on sale of Fixed assets (net) - 4.1
Profit from Current/Long term Investments (16.9) (24.5)
Credit Balances written back (net) (6.9) (1.2)
Exchange Difference (Net) (105.4) * 936.5 (51.5) 514.6
Adjsuted for :
Inventories (1,706.5) (325.7)
Trade Payables 3,920.6 612.0 221.6 (1,130.0)
Cash generated from operations 3,145.9 567.7
Cash generated before prior year 2,941.4 429.5
Prior year adjustments 0.3 (1.1)
Net cash from operating activities (A) 2,941.7 428.4

Movements in Loans (Net) (152.7) (90.3)
Interest received 54.9 (4,194.9) 25.7 (3,683.7)

Proceeds from Issue of Equity Shares & Share Warrants 405.4 528.4
Proceeds from Issue of Shares to Minorities (net) 2,650.1 -
Repayment of long term loans (922.5) (843.4)
Short term Loans (Net) (225.5) 636.4
Shares/ FCCB/ECB Issue Expenses (43.3) (3.3)
Exchange Difference (Net) 25.2 8.5
Dividend & Dividend Tax paid (156.0) 4,365.3 (114.6) 2,048.9
Net cash used in financing activities (C) 4,365.3 2,048.9
NET INCREASE/(DECREASE) ] IN CASH & CASH EQUIVALENTS (A+B+C) 3,112.2 (1,206.4)

CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 171.2 1,377.6
On Amlgamation 69.2 -
CASH & CASH EQUIVALENTS AT THE END OF THE YEAR 3,352.5 171.2
Notes :
1 The above Cash Flow statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS-3) on " Cash Flow Statements" as notified by the
Companies ( Accounting Standard ) Rules, 2006 .

R. KORIA
Partner

Place : Mumbai
Date : 18th November, 2008
198
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET (Rs. in Millions)
As at As at
31st March, 2008 31st March,2007
SCHEDULE 'A'
SHARE CAPITAL
AUTHORISED
100,000,000 (Previous Year 100,000,000) Equity Shares of

Rs.10 each 1,000.0 1,000.0
1,000.0 1,000.0
62,059,998(Previous Year 54,375,000 ) Equity Shares of Rs.

10 each fully paid up 620.6 543.8
620.6 543.8
Notes :
1) During the year the company has alloted :
(i) 51,84,998 (Previous Year 15,25,000) Equity Shares of Rs. 10/- Each to Foreign Currency Convertible Bond ( FCCB) holders on
exercise of option at a premium of Rs. 80/- per share.
(ii) 25,00,000 (Previous Year 38,48,100) Equity shares on exercise of option by share warrant holders.
2) Share Warrant holders and Foreign Currency Convertible Bond ( FCCB) holders have the option to convert Share Warrants and FCCB
into 27,00,000 (Previous Year Nil) and 1,08,27,500 (Previous Year 1,60,12,500) Equity Shares of Rs. 10 each respectively.
SCHEDULE 'B' (Rs. in Millions)

As at As at
RESERVE AND SURPLUS 31st March, 2008 31st March,2007
CAPITAL RESERVE
SECURITIES PREMIUM
Add : Received during the year 696.0 262.5
Add : Redemption Premium on FCCB converted reversed 40.4 3.0
Add : On Amalgamation 64.6 -
(Refer Note No. 5 of Schedule " O")
2,816.8 2,111.8
Less : Issue Expenses/ Premium on FCCB 52.0 2,764.8 96.0 2,015.8
GENERAL RESERVE
5,211.2 3,279.4
199
SCHEDULES 'C' (Rs. in Millions)
A ) Term Loans
a) From Banks 3,591.2 3,402.6
B) Working Capital Loans
From Banks 706.8 591.7
C) Vehicle Loans 29.7 6.6
4,469.4 4,278.9
Notes :
1 Out of The Term Loans referrered to in (A) above ( I ) Rs. 1999.6 Millions (Previous year Rs. 2882.2 Millions) are secured by way of first
mortgage & charge on pari passu basis on all the immovable and movable properties, present and future and Second charge on current
assets of the Company, situated at Silvassa Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat. ( ll ) Rs.1733.3
Millions ( previous year Rs. 798.4 Millions) are secured by way of first rank registered mortgage over industrial plot at Emirates of Ras Al
Khaimah & Mortaged/Notarised pledge over Plant & Mahinery.
2 Working Capital Loans as referred to in ( B ) above Rs. 144.6 Millions are secured by hypothecation of inventory of Raw Materials ,Work in
progress ,Finished goods ,Stores and spares , Packing materials and Book Debts and are also secured by way of Second charge on the
immovable properties of the company situated at Silvassa Dadra & Nagar Haveli (Union Territory) and at Sarigam, District Valsad, Gujarat.
& Rs 477.8 Millions are secured by way of first rank registered mortgage over industrial plot at Emirates of Ras Al Khaimah &
Mortaged/Notarised pledge over Plant & Mahinery and Rs 84.4 Millions secured by corporate gurantee & prommosiory note
3 The Loans for vehicle have been secured by a specific charge on the vehicles covered under the said loans.
4 Of the above, Loans aggregating to Rs. 653.1 Millions (Previous year Rs.1273.1 Millions) are guaranteed by two of the Directors of the
Company and Rs. 985.4 Millions( Previous year Rs. 2000.8 Millions ) are guaranteed by one of the Directors of the company in their
personal capacity.
SCHEDULE 'D' (Rs. in Millions)
A. Long Term Loan :

1) Body Corporates 596.7 -
2) 1.75% Foreign Currency Convertible Bonds 974.5 1,369.3
3) External Commercial Borrowings 1,604.4 -
4) from a Bank 259.4 3,435.0 1,369.3
B.Short Term Loan from

1) Bank - 50.0
2) Others - - 45.2 95.2
C. Working Capital Loan from a Bank 353.1 22.6

D. Buyers credit 108.0 278.2
3,896.1 1,765.3
Note :
The Company had issued 3450 Foreign Currency Convertible Bonds of USD 10,000 each as referred to in A (2) above on 30th November,
2005 redeemable at a premium of USD 3413.4 per Bond on 1st December, 2010 with an option to bond holders to convert each bond in
5083.33 Equity Shares aggregating to 1,75,37,500 Equity Shares of Rs. 10/- each at any time on or after 30th December, 2005 and prior to
the close of business on 1st November, 2010. Out of the 3150 bonds outstanding as on 01.04.2007, foreign currency convertible bond
holders have exercised their option to convert 1020 (Previous Year 300 ) bonds into Equity Shares during the year and accordingly the
company has alloted 51,84,998 (Previous Year 15,25,000) Equity Shares of Rs. 10 each fully paid up. 2130 bonds are outstanding as on
31st March, 2008.
200
SCHEDULE -'E'
FIXED ASSETS (Rs. in Millions)
GROSS BLOCK DEPRECIATION IMPAIRMENT NET BLOCK

DESCRIPTION
As At $Acquired on Additions/ Deductions/ As at Up to For the Deductions/ Upto Upto As At As At
4/1/2007 Amalgamation Adjustments Adjustments 31/3/2008 3/31/2007 year Adjustments 31/3/2008 31/03/2008 31/3/2008 31/3/2007
Tangible :
Leasehold Land 15.1 - - - 15.1 0.3 0.1 - 0.4 - 14.7 14.8
Freehold Land 39.3 192.2 39.0 3.8 266.7 - - - - - 266.7 39.3
Building 995.5 69.7 738.3 1.1 1,802.4 174.2 60.6 29.7 205.1 - 1,597.3 814.4
Plant & Machinery 7,091.4 271.0 2,546.4 61.0 9,847.8 1,672.6 519.4 0.1 2,191.9 - 7,655.9 5,418.8
-
Furniture & Fixtures 49.8 1.0 9.4 3.7 56.5 15.5 3.5 - 19.0 - 37.5 34.3
Office Equipment 9.7 0.9 1.5 - 12.1 2.1 0.6 0.3 2.4 - 9.7 7.6
Vehicles 33.2 0.7 32.4 0.6 65.7 12.9 2.3 2.1 13.1 - 52.6 20.3
Data Processing Equipment 34.2 1.1 21.6 2.7 54.2 18.4 6.6 - 25.0 - 29.2 15.8
Intangible:
Software* 10.5 - 2.0 - 12.5 5.0 2.4 - 7.4 - 5.1 5.5
Technical Knowhow 36.9 - 6.3 - 43.2 - - - - 43.2 36.9
Total 8,315.6 536.6 3,396.9 72.9 12,176.2 1,901.0 595.5 32.2 2,464.3 - 9,712.0 6,407.7
Previous Year 4,564.3 - 3,827.8 76.5 8,315.6 1,532.8 369.2 1.0 1,901.0 6.9 6,407.7 -

$ on Amalgamation of Microsynth Fabrics (India) Ltd ( Refer Note No. 5 of Schedule "O")
NOTES:
2.Additions to fixed assets & Capital work in Progress are net of Rs. NIL on account of exchange difference (Previous Year Rs.14.9 Millions) .
3. Capital work in progress includes :
ii) Rs.12.6 Millions on account of cost of construction material at site (Previous Year Rs. 13.5 Millions)
4.Depreciation for the year includes Rs. NIL (Previous year Rs. 0.2 Millions) considered as Pre Operative Expenses.
201
SCHEDULE 'F' (Rs. in Millions)
As at As at
CURRENT ASSETS, LOANS AND ADVANCES 31st March, 2008 31st March,2007
CURRENT ASSETS
INVENTORIES
Stores, Spare and Consumables 99.3 49.9

Raw Material 1,122.6 276.2
Finished Goods 1,221.7 2,590.3 367.7 772.4
SUNDRY DEBTORS
Due for a period exceeding Six months 258.1 147.0
Others 2,686.6 2,944.7 1,230.0 1,377.0

BALANCE WITH SCHEDULED BANKS
In Current Accounts (Including Cheques in hand) 214.5 37.4
In Fixed Deposit Accounts * 1,739.5 77.1
BALANCE WITH OTHER BANKS
In Current Accounts (Including Cheques in hand) 172.7 22.3
In Fixed Deposit Accounts 1,028.7 3,352.5 - 171.2
* Includes Rs. 25.6 Millions (Previous Year Rs.24.7 Millions) pledged with Bank against the Credit facilities.
LOANS AND ADVANCES


received
Considered Good 746.1 526.4
746.9 527.2
746.1 526.4
10,291.5 3,442.1
202
SCHEDULE 'G' (Rs. in Millions)
As at As at
CURRENT LIABILITIES
Acceptances 616.1 149.4
Sundry Creditors - Micro and Small Enterprises # - -
- Others * 3,588.7 720.3
Other Liabilities 1,027.7 124.6
Investor Education and Protection Fund - -
PROVISIONS :
Provision for Dividend Tax 15.9 400.2 20.8 325.2
5,805.8 1,463.8
# The Company has not received information from vendors regarding their status under the Micro, Small & Medium Enterprises
Development Act, 2006 and hence disclosures required by notification dated 16th Nov, 2007 issued by Ministry of Company Affaires have
not been given.
* includes for Capital expenditure Rs 670.9 Millions ( Previous Year Rs 404.9 Millions).
** The company has recognised liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in
stock as on 31st March, 2007 of Rs.29.6 Millions as per the estimated pattern of Despatches. During the year Rs.29.6 Millions was utilised
for clearance of goods. Liability recognised under this class for the year is Rs. 25.4 Millions which is outstanding as on 31st March, 2008.
Actual outflow is expected in the next financial year.
203
(Rs. in Millions)
SCHEDULE 'H'
OTHER INCOME 31st March, 2008 31st March,2007
Dividend - on long term investments 0.9 -

Profit on Sale - of long term Investments (Net) 2.3 -
- of Current Investments (Net) 14.6 24.5
Interest received - from long term investments 3.2 -
-from Others 33.7 25.9
(Tax Deducted at source Rs.5.1 Millions (Previous Year Rs.
5.3 Millions)
Rent received 3.7 1.8
Exchange Difference (Net) 50.9 27.1
Balances written back( Net) 6.9 1.2
157.9 114.3
204
(Rs. in Millions)

VARIATION IN STOCKS
Finished goods 367.7 48.5
446.3 69.8
On Amalgamation
Stock-in-process 10.8 -
Finished goods 44.4 -
55.2 501.5 - 69.8
Stocks at close :
Finished goods 1,221.7 1,368.4 367.7 446.3
866.9 376.5
SCHEDULE 'J'
(Rs. in Millions)


Opening Stock 276.2 240.9
Add : On Amalgamation 46.8 -
Add : Purchases 24,144.7 12,139.5
Add : Trial run products consumed - 71.8
24,467.7 12,452.2
Less : Consumption during trial run - 37.9 *
Less : Closing Stock 1,122.6 23,345.1 276.2 12,138.1

Power & Fuel 1,000.7 597.5
Building 2.1 15.5 1.1 6.9
Excise Duty (7.5) 24.8

24,699.8 12,932.7
* Cost of Pet Chips used during trail run of POY expansion
(Rs. in Millions)
SCHEDULE 'K'
PERSONNEL 31st March, 2008 31st March,2007

Gratuity 3.8 2.1
264.2 136.5
205
(Rs. in Millions)


Freight & Forwarding Charges (Net) 452.7 63.0
-
935.7 278.2
(Rs. in Millions)
SCHEDULE 'M'
ADMINISTRATIVE AND GENERAL 31st March, 2008 31st March,2007
Rent 29.3 16.7

Insurance 26.9 16.7
Repairs & Maintenance 6.8 4.9
Provision for Diminution in value of Current Investment 25.0 9.4
Donation 3.4 3.7
Loss on Fixed Assets sold (Net) - 4.1
General Expenses * 52.7 28.7
211.2 113.7
*General Expenses includes Directors sitting Fees Rs. 0.6 Millions (Previous Year Rs. 0.3 Millions)
SCHEDULE 'N' (Rs. in Millions)

Interest on
Others * 134.0 491.7 72.3 258.0
633.1 269.8
* Net of Derivative Income of Rs. 3.5 Millions (Previous Year Rs. 18.2 Millions).
206
SCHEDULE "O"
NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS -
1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS:

The Consolidated financial statements relate to JBF Industries Ltd {‘The company’} and its subsidiary companies. The Consolidated Financial statements
have been prepared on the following basis:
a) The financial statements of the Company and its subsidiary companies have been combined on line-by-line basis by adding together the book value of
like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits
& Losses in accordance with Accounting Standard (AS) 21- "Consolidated Financial Statements".
b) In case of foreign subsidiaries, being non-integral foriegn operations, revenue item are consolidated at the average rate prevailing during the year. All
assets and liabilities are converted at rates prevailing at the end of the year. The resultant translation exchange difference has been transfered to foreign
currency translation reserves.
c) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries are
recognised in the financial statements as Goodwill or Capital Reserve as the case may be.
d) The difference between the proceeds from disposal of investment in a subsidiaries and the carrying amount of its assets less liabilities as of the date of
disposal is recognised in the consolidated statement of profit and Loss account as profit or loss on disposal of investment in subsidiaries.
e) Minority Interest`s share of net profit / (loss) of consolidated financial statements for the year is identified and adjusted against the income of the group in
order to arrive at the net income attributable to shareholders of the company.
f) Minority Interest`s share of net assets of consolidated subsidiary is identified and presented in the consolidated balance sheet separate from liabilities and
the equity of the company`s shareholders.

These are set out under "significant accounting policies" as given in the Standalone Financial statements of the JBF Industries Ltd and it's subsidiaries JBF
RAK FZ LLC & JBF GLOBAL PTE LTD..
2 Following subsidiary company has been considered in the preparation of consolidated financial
Statements:

Interest
JBF GLOBAL PTE LTD. Subsidiary Singapore 58.02% W.e.f 20-APR-2007
Step Down
JBF RAK FZ LLC. Subsidiary U.A.E.Ras -Al - 46.32%
Khaimah
Investment
Authority ( Rakia)
207
SCHEDULE "O"
3 The financial statements of JBF RAK FZ LLC for the year ended 31st March, 2008, considered for consolidated financial statements are
unaudited and approved by Management
4 The Audited Fianancial statements of JBF GLOBAL PTE LTD. & The Unaudited financial statements of JBF RAK FZ LLC as at 31st
March,2008 have been prepared in accordance with Singapore Financial Reporting Standards & International Financial Reporting
Standard respectively and the same have been consolidated as it is without converting the same as per the Generally Accepted
Accounting Principles as applicable in India.
5 In terms of the Scheme of Amalgamation (Scheme) sanctioned by the order dated 23rd October, 2008 of the Hon’ble High Court of
Judicature at Mumbai , Microsynth Fabrics ( India) Limited (MFIL) , has been Amalgamated with the Company with effect from 1st April,
2007.
a) In accordance with the said Scheme :

i) All the assets, liabilities ( except liabilities stand cancelled pursuant to the scheme), rights and obligation of erstwhile MFIL have been
vested with the company with effect from 1st April, 2007 and have been recorded at their respective fair value under the purchase
method of accounting for amalgamation.
ii) 182,450 Equity shares of Rs. 10/- each in the Company relating to the equity share capital of the erstwhile MFIL as on 1st April,
2007 are to be issued as fully paid up, to the shareholders of the amalgamating company, whose names are registered in the register of
members on record date, without payment being received in cash. Pending allotment , the face value of such shares has been shown as
“ Equity share Suspense.”
iii) Excess of the fair value of the net assets taken over by the Company over the paid up value of shares to be issued and allotted as
referred to under (ii) above net of loan, secured or unsecured, taken directly or indirectly, from the directors of the Amalgamating
Company till effective date , stamp duty and other charges in connection with the scheme of amalgamation as above has been dealt
with as under :
a) Amount of Rs. 64.6 millions as computed below has been credited to Securities Premium Account as prescribed in the scheme. Had
the Scheme not prescribed this accounting treatment, the said amount would have been credited to Capital Reserve as per Accounting
Standard (AS-14) on Accounting for Amalgamation as notified by Companies ( Accounting Standard ) Rule, 2006 .
b) The Computation of the amount credited to Securities Premium Account is as under :

(Rs. in millions)
Fair Value of Assets
- Net Fixed Assets 536.7
- Net Current Assets 241.4
Fair Value of Assets 778.1
Less : Loan Liabilities 739.3
Fair Value of Net Assets taken over 38.8
Add : cancellation of loan, secured or unsecured, taken 32.1
directly or indirectly, from the directors of the Amalgamating
Company till effective date
70.9
Less : Consideration payable ( 182450 equity shares of Rs. 10 1.8
each
Less : Stamp Duty payable on Amalgamation, expenses 4.5
incurred in connection with the scheme
Amount taken to Securities Premium Account on 64.6

Amalgamation
(Rs. in millions)
As at As at
31.03.2008 31.03.2007
Related to fixed assets 994.1 937.2

Related to Investments - 1.1
Disallowance under Section 43B of the Income 12.1 6.9
Total 12.1 8.0

Deferred tax Liability (net) 982.0 929.2
208
SCHEDULE "O"
7 Basic and Diluted Earnings per Share (Rs. in millions)

Net profit after tax 1,302.2 785.2
Add: Share of Loss transferred to Minority 35.3 10.1
Net profit after tax attributable to Equity Share
holders for Basic EPS 1,337.5 795.3


holders for Basic EPS 1,337.5 795.3


holders for Diluted EPS 1,348.5 813.2

Add : Potential Equity Shares ( Share Warrants) 2,073,539 990,879
Convertible Bonds
8 As per Accounting standard -18, As notified in the Companies (Accounting Standards) Rules, 2006, the disclosure of transactions with related parties as defined
in the Accounting Standard are given below :
Arya Industries
Lunia Brothers
Rak Investment Authority
Rak Ceramics
II. Key Managerial Personnel :

Mr. B.C. Arya
Mr. R.Gothi
Mr. P.N.Thakore
Mr. N.K.Shah
Mr. Cheerag Arya
Dr.Khater Massaad
III. Relatives of Key Managerial Personnel :

Mrs. Veena Arya Relative of Shri B.C. Arya
Mr. Cheerag Arya Relative of Shri B.C. Arya
Ms.Chinar Arya Relative of Shri B.C. Arya
Mrs. Usha Thakore Relative of Shri P N Thakore
Mr. Abhishek R. Gothi Relative of Shri R. Gothi
209
IV. Rs. in millions
Enterprises over which the

Key Managerial personnel Key managerial Relatives of Key
Sr. No. Particulars has significant influence Persons Managerial Person Total
2007-08 2006-07 2007-08 2006-07 2007-08 2006-07 2007-08 2006-07
1 Unsecured Loan
a) Balance as on 01.04.07 25.4 - - - - - 25.4 -
b)Taken during the year 1,203.1 139.9 - - - - 1,203.1 139.9
d) Balance as at 31.03.2008 596.7 25.4 - - - - 596.7 25.4
2 Sale of Fixed Assets 0.1 - - - - - 0.1 -
3 Loans & Advances
a) Given during the year 11.6 - - - - - 11.6 -
b) Refunded during the year - - - - - - - -
b) Balance as at 31.03.2008 11.6 - - - - - 11.6 -
4 Investments
a) Subscribed during the year - 350.3 - - - - - 350.3
b) Refunded during the year 621.3 - - - - - 621.3 -
b)Investments as at 31st March,2008
- 621.3 - - - - - 621.3
5 Sundry Debtors as at 31st March,
2008 93.8 197.2 - - - - 93.8 197.2
6 Sundry creditors as at 31st March,
2008 86.3 84.7 - - - - 86.3 84.7
7 Dividend paid 0.5 - 42.2 32.7 4.9 3.6 47.6 36.3
8 Income
Sales 229.5 241.0 - - - - 229.5 241.0
Interest - - - - - - - -
Rent 0.9 1.2 - - - - 0.9 1.2
9 Expenditures
Purchases 188.5 99.4 - - - - 188.5 99.4
Purchases of fixed assets 143.4 78.9 143.4 78.9
Remuneration/Sitting Fees - - 39.1 31.1 0.1 0.6 39.2 31.7
Rent 0.5 0.5 - - - - 0.5 0.5
10 Equity Shares/ Share Warrants
alloted during the Year
Equity Shares (alloted on conversion of
Share Warrants) 306.3 - - 100.0 - 16.8 306.3 116.8
Share Warrants 191.1 - - - - - 191.1 -

i) Loan taken during the year includes Rs 1153.8 millions from Rak Ceramics.
ii) Loan repaid during the year includes Rs 605.1 millions to Rak Ceramics.
iii) Loans & Advances given during the year includes Rs. 11.6 millions advances made to Arya Industries .
iv) Investment Refunded during the year includes Rs 566.2 millions refunded to RAK Investment Authority by JBF RAK FZ LLC
v) Sundry Debtors includes Rs. 61.4 millions & Rs. 32.4 millions from Lunia Brothers & Arya Texturising & Twister respectively
vi) Sundry Creditors includes Rs 72.2 millions , Rs 7.0 millions Rs 7.1 millions to Rak Ceramics ,Arya Texturising & Twister,& Rak Investment Authority
respectively.
vii) Dividend paid includes Rs. 42.1 millions to Mr. B C Arya.
viii)Income: Sales include Rs. 42.5 millions & Rs. 187.0 millions to Arya Texturising & Twister & Lunia Brothers respectively. Rent received includes Rs.
0.9 millions from Lunia Brothers.
ix)Expenditures: Purchases include Rs. 188.5 millions from Arya Industries.Purchase of Fixed Assets includes Rs 68.1millions & Rs 55.2 millions & Rs
20.1 millions from Arya Texturising & Twister & Rak Ceramics & Rak Investment Authority respectively. Remuneration /Sitting Fees include Rs. 28.0
millons , Rs.3.8 millions & Rs 4.8 millions paid to Mr.B C Arya , Mr.Rakesh Gothi & Mr Cheerag Arya respectively. Rent Paid includes Rs 0.5 millions to
Arya Texturising & Twister.
x) Equity Shares/Share Warrants allotted includes Equity Shares amounting to Rs. 306.3 millions & Share Warrants Amounting to Rs. 191.1 millions to
Vaidic Resources Pvt. Ltd. .
210
SCHEDULE "O"
9 Pursuant to the adoption of Accounting Standards as prescribed by The Companies ( Accounting Standards) Rules, 2006 issued by Ministry of corporate affairs
vide notification no. G.S.R.739 (E) dated December 07, 2006 as required by Accounting Standards ( AS-11) "The Effect of Changes in Foreign Exchange rates " ,
the company has recognized net gain arising on account of foreign exchange difference amounting to Rs. 12.0 millions in the profit & loss account relating to
acquisition of Fixed Assets. Had there been no change, the same would have been adjusted against the carrying amount of fixed assets. Consequently, Profit
before tax is higher to that extent.
10 In accordance with the Accounting Standard (As -28 ) on “ Impairment of Assets” As notified by Companies ( Accounting Standards) Rules 2006, during the year
the company has reassessed its fixed assets and is of the view that no further impairment/reversal is considered to be necessary in view of its expected realizable
value.
11 As per the terms of offer, Foreign currency Convertible Bonds (FCCB) issued by the Company, the Bond holders have option to convert these bonds into equity
shares at initial conversion price of Rs 90 per share, with a fixed exchange rate of 1 USD = Rs. 45.75. Considering the market price of the Company’s Shares as
at 31st March,2008 , the FCCB’s have been considered more in the nature of Non-monetary items. Consequently, the exchange gain of Rs. 70.7 millions on
reinstatement of FCCB has not been recognized.
12 As approved by the Share holders in the Extra Ordinary General Meeting held on 17th July 2007,during the year the Company has issued 52,00,000 Share
Warrant to a company owned & controlled by promoters having a currency period of Eighteen Months from the date of issue of Share Warrant i.e 31St July,2007
and each Share Warrant provides the holder an option to convert it into one fully paid up Equity share of Rs 10. each at an exercise price of Rs 122.50 per equity
share. 25,00,000 Share Warrants have already being converted during the year & 27,00,000 Share Warrants are outstanding as on 31st March,2008.
13 The Company has allotted 51,84,998 Equity Shares on exercise of conversion option by a Foreign Currency Convertible Bond (FCCB) holder after the adoption of
the Accounts by the Board of Directors for the year ended 31st March, 2007 but on or before the accounts approved by the shareholders. In Term of the offer
document for issue of the FCCB the shares allotted on exercise of conversion option by FCCB holders are eligible for all rights and entitlements on the record
date. Accordingly the company has paid dividend of Rs. 11.7 millions on the above shares so allotted.
14 The Expense on account of Exchange difference on outstanding forward exchange contracts to be recognized in the profit & loss account of subsequent
accounting year aggregate to Rs. 0.2 millions (Previous Year Rs. 0.9 millions).
(Rs. in millions)
1.Segment Revenue
Net Turnover 21,499.2 14,795.8 6,417.2 - 27,916.4 14,795.8
Other Income 113.6 114.3 88.5 - 202.1 114.3
Total Income 21,612.8 14,910.1 6,505.7 - 28,118.5 14,910.1
Less : Inter Segment Revenue 20.1 - 24.6 - 44.7 -
21,592.7 14,910.1 6,481.1 - 28,073.8 14,910.1
2.Results
Segment Results 2,146.2 1,475.4 84.3 (22.5) 2,230.5 1,452.9
Interest & Finance Charges 465.5 269.8 167.6 - 633.1 269.8
1,680.7 1,205.6 (83.3) (22.5) 1,597.4 1,183.1
Provision for Income Tax 293.4 397.9 1.8 - 295.2 397.9
Net Profit/ (Loss) 1,387.3 807.7 (85.1) (22.5) 1,302.2 785.2
3.Other Information

Capital Expenditure 1,546.9 1,894.9 3,280.9 2,266.9 4,827.8 4,161.8
Depreciation 457.3 365.6 138.2 3.4 595.5 369.0
Non - Cash Expenditure 25.0 9.4 - - 25.0 9.4
ii Notes :
a) Segments have been identified and reported taking into account, the differing risks and returns, the organization structure and the
internal reporting system. These are organized into two main business segment based on geographic :


The Company is operating into a single business ie. Business of synthetic Yarn Including Chips and as such all business activities
revolve around this segment. Hence there is no separate secondary segment to be reported considering the requirement of AS-17
on " Segment Reporting " as notified by the Companies ( Accounting Standards) Rules, 2006
211
SCHEDULE "O"
16 Auditor's Remuneration (Rs. in millions)

Audit Fees 1.9 1.4
Certification Fees *1.1 0.1
Out of Pocket Expense 0.1 0.1
3.6 1.9
*Rs. 1.0 Millions considered as expenses in relation to amalgamation .
17 Directors' Remuneration (Rs. in millions)

a) Salary * 26.3 20.9
39.1 31.2
(Rs. in millions)
Forward Cover Contracts 39.9 121.7

For Currency & Interest Swap with option structure 1,604.4 2,926.9
c) Marked to market losses in respect of the derivative contracts For Currency & Interest Swap as on 31st
March, 2008 is Rs. 934.0 millions, which have not been provided in the books of accounts since the
company is of the view that the above losses is notional in nature and will be payable only if loss
conditions are triggered.
d) Foreign Currency exposure that are not hedged by derivative instruments as on 31st March, 2008
amounts to Rs. 2310.0 millions (Previous year Rs. 1761.8 millions) .
212
SCHEDULE "O"

(Rs. in millions) (Rs. in millions)
As at 31st March, As at 31st March,
PARTICULARS 2008 2007
Raw material Consumed - 37.9

Stores & Spares Consumed 13.9 0.7
Excise Duty - 1.0
ECB Issue Expenses 32.5 -
Repairs & Maintenance 0.2 -
Gratuity 0.5 -
Sales Promotion & Advertising 0.3 0.2
Packing Material Consumed - 1.8
Freight & Forwarding 13.0 0.1
Rent 8.5 1.1
Rates & Taxes - 0.0
Insurance 5.1 2.2
General Expenses 6.8 (1.0)
Interest 171.5 92.8
Depreciation - 0.2
Exchange Differences (net) (0.9) 3.4
722.0 212.6
Profit on Current Investments (0.9) -
Interest (TDS Rs NIL (Previous Year Rs. 36,000 ) (18.9) 1.0
Sales Realisation - (10.3)
Misc Income (2.6) -
Sale of Scrap (2.0)
(22.4) (11.3)
Net Pre Operative Expenses for the Year 699.60 201.3

713.9 407.4
Less : Allocated during the Year 300.3 393.1

213
SCHEDULE "O"

(Rs. In Crores)
As at As at
31.03.2008 31.03.2007

I Bills discounted - 389.0
(No cash outflow is expected)
II Guarantees issued by the Bankers 1,123.6 375.4
III Letter of Credit 1,168.8 41.6
Credit)
Income Tax 2.2 2.2
(Penalty imposed u/s 271(1C) of I.T. Act 1961. No
cash flow is expected)
Excise Duty 15.3 -
( Relating to interpretation of notification no cash outflow is
expected.)
V Claim against the Company not acknowledged as debts 0.9 -
21 During the year the company has paid Rs 3.0 millions to HDFC Asset Management company Limited (the Portfolio Manager ) for providing
Discretionary Portfolio Management Services which is in the nature of investment administrative management services and include the
responsibility to manage ,invest and operate the assets under the HDFC AMC PMS -Real Estate Portfolio -1 ( “ Real Estate Portfolio”), as per
the agreement dated 1st January,2008 .The securities representing the outstanding balance of Rs.2.2 millions as at 31st March, 2008 have
been accounted as current investment.
22 Previous Year Figures have been reworked/regrouped/rearranged and/or reclassified wherever necessary.

R. KORIA
Partner
Place : Mumbai
214

Preliminay Placement Document JBFIndustries Limited

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Preliminary Placement Document

Strictly Confidential and Not for

JBF INDUSTRIES LIMITED

Elara Capital (India) Private Limited

CHAPTER CONTENTS PAGE NO.

• Our Company assumes no responsibility to update any of the forward-looking statements

OFF-SHORE DERIVATIVE INSTRUMENTS (P-NOTES)

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

Period end Average* High Low

Period end Average* High Low

• change in policies by the Government of India on spending ;

Note : In the chapters titled “Risk Factors”, “Business”, “Management’s

Company Related Terms

Issue Related Terms

Abbreviations and Industry related terms

Abbreviation / Industry related

Company Secretary Book Running Lead Manager

Ms. Ujjwala Apte Elara Capital (India) Private Limited

International Legal Advisors to the Issue Statutory Auditor

Crowell & Moring LLP M/s. Chaturvedi & Shah

JBF Industries Limited

Int’l Ops: PET Chips & Films

JBF Global Pte

Silvassa JBF RAK, UAE

• Strong project execution and management skills

• Evolving product portfolio

• Strategic locations of facilities

• Robust financial performance

• Highly efficient and low cost production methods

• Successful client relationships

Our Business Strategy

Our Company’s business strategy may be briefly captured as follows:

• Expansion of existing manufacturing facilities

• Focus on diversifying into other VAPs

Company / Issuer JBF Industries Limited.

Issue Price per Equity [●].

Exchange Difference (Net) * (762.1) 1,035.0 575.2 2,068.4 (105.4) 936.5

Trade Payables 1,971.7 (1,303.7) 941.4 (1,743.1) 3,920.6 612.0

Repayment of long term loans (2,308.5) (1,021.5) (922.5)

INTERNAL RISK FACTORS

Risks relating to our business and industry

2. Our Company may not be successful in implementing our business strategies.

Civil cases NIL 1 0.8

Arbitration cases NIL NIL NIL

Criminal cases NIL NIL NIL

Cases filed before the DRT NIL NIL NIL

Potential Litigation NIL 1 2.0

POY and FDY FY 2010 39

Specialised yarn FY 2010 2

Our Company is dependent upon increasingly complex and interdependent information

RISKS RELATED TO THE SHARES

• volatility in the Indian and global securities market;

• our results of operations and performance;

• changes in our economic and operating environment;

• changes in the estimates of our performance or recommendations by financial analysts;

• significant developments in India’s economic liberalisation and deregulation policies; and

• significant developments in India’s fiscal and environmental regulations.

EXTERNAL RISK FACTORS

Date Open High Low Close Traded volume Turnover (Rs. In

Date Open High Low Close Traded volume Turnover (Rs. In

Month BSE (Rs. in million) NSE (Rs. in million)

Amount of dividend declared

Numbers in parentheses represent Average Annual Growth Rates from 2005-2010/2010-2015