Jayant Agro Organics AR-2012-2013: Where have the dividends gone?

I just received the annual report for Jayant Agro for year ending March 2013. (Year 2012-13)

It is also available in the company website link is here

as the title suggests we are looking at the dividends .. and looks like we are getting less dividends.. the question is how and why?

Lets look at the consolidated results.. proposed dividends (Page 64).

At a consolidated levels.. Jayant Agro has reported for the year ending March 2013 Dividend payouts of:

Interim Dividend: 1.595Cr

Proposed Dividend: 6.75Cr

Total dividend payout for year ending March 2013: 8.34Cr

Last year total dividend payout for year ending March 2012: 4.375Cr

Dividend tax payout has also increased to 83.23lakhs(Last year: 48.67 lakhs)

My concern is this:

Jayant Agro has declared (on a standalone basis) dividend payout for year ending March 2013:

Proposed Dividend payout: 3.37Cr 

Question is: when Jayant Agro at consolidated levels is reporting 8.34Cr as dividend payout .. why shareholders are getting only 3.37Cr .. this is all the more important because Jayant Agro and its subsidiaries are paying dividend tax to the Govt of India .. distributing the dividends to the shareholders (where majority shares are held by Jayant Agro Promoters) would make the best sense as you donot need to pay dividend tax again to Govt. as subsidiaries have already paid taxes.. 

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(for the sake of argument let us assume) It is quite possible that maybe there are subsidiaries where Jayant has less than 100% shareholding and this consolidated dividends are getting distributed through these "not 100% subsidiaries" and hence not available to Jayant Agro for distribution.

Jayant Agro has 3 subsidiaries:

1. Ihsedu AgroChem Pvt Limited  -- Shareholding: 100%

2. Ihsedu CoreAgri Services Pvt Ltd --Shareholding: 100%

3. Ihsedu Itoh Green Chemicals Marketing Pvt Ltd. -- Shareholding: 60%

Most likely place for the dividend payout to slip out from Jayant consolidated  is "Ihsedu ITOH Green Chemicals Marketing Pvt. Ltd." 

well Ihsedu ITOH reported revenues of: 16.32 lakhs and profit after tax of: 5.72 lakhs for year ending March 2013 .. surely the dividend payout could not have leaked from here..

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There is a possibility that Ihsedu Specialities Chemicals Private Limited: which was amalgamated in 2012 could have been the source of leakage of dividends.. but I was reading annual report of year 2011-12 when Ihsedu Specialities Chemicals Pvt Limited was bought in as a 100% subsidiary and then amalgamated into Jayant Agro. 

"Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

The Hon’ble High Court of Bombay vide its order dated July 6, 2012 sanctioned the “Scheme of Amalgamation”of ISCPL, a wholly owned subsidiary of the Company with the Company. The “Appointed Date” is October 1, 2011. Thus, from this date ISCPL stands amalgamated with the Company and the legal entity of ISCPL stands dissolved without winding up. Further, the entire business undertaking of ISCPL gets transferred to and vested in the Company"

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Even though the verdict was passed in July 6,2012 (technically it falls in the year 2012-13) the verdict clearly states that as of Oct 1,2011 ISCPL is dissolved into Jayant Agro.. so start of the year 2012-13 ie 1st April 2012 ISCPL was already amalgamated into Jayant Agro so dividend slippage through ISCPL is also out of question.

Conclusion: 

Jayant Agro at consolidated level has reported Dividend payout of: 8.34Cr .. there is no way that the dividends could have been distributed to minority shareholders of subsidiaries .. because as of April 1,2012 Jayant agro subsidiaries are 100% owned by Jayant and only subsidiary where there is less than 100% had no significant earnings for dividend distribution..

8.34Cr in dividends on an equity base of just 7.5Cr works out to a dividend payout of: Rs 5.56 per share (Rs 5 face value) actual proposed dividend payout is just Rs 2.25 per share which is just 40.4% of Rs 5.56

This year's AGM to be held on Sept 26,2013 11:00am M. C. Ghia Hall, Bhogilal Hargovindas Bldg.,

4th Floor, 18/20, K. Dubhash Marg, Mumbai- 400 001.

This question needs to be raised.. why dividend distribution is less to shareholders of Jayant when subsidiaries are reporting higher dividend payouts to jayant. there is zero dividend tax if the dividends are distributed to shareholders .. and everyone stands to benefit.