The Directors of your Company are pleased to present the 17th Annual
Report together with the Audited Accounts of the Company for the year
ended March 31, 2014.
The working results of the Company for the year under report are as
( Rs. in crore)
Financial year ended 31.03.2014 31.03.2013
Gross Revenue 13,327.02 13,514.41
Profit before Interest, 3,865.77 3,488.23
Depreciation & Tax
Less: Finance Costs 2,752.07 2,011.35
Less : Depreciation 773.55 726.13
Profit before Tax 340.15 750.75
Less : Provision for Tax
Current Tax 44.72 139.17
Deferred Tax (118.46) 128.95
Excess Provision for Income - 73.74 (18.65) 249.47
Tax in Earlier Years reversed
Profit after Tax 413.89 501.28
Profit brought forward from 4,260.46 3,148.48
Profit available for
appropriation 4,674.35 3,649.76
Less : Transferred to :
Debenture Redemption - 7.65
Reserve t General Reserve - - 51.00 58.65
Provision for Dividend 18.00 9.37
Distribution Tax written -back
Final Dividend Transferred 9.47 9.47
from Trusts (in which
Company is sole beneficiary)
Transfer from Reserve for - 779.46
Premium on FCCBs
Transfer from Debenture 259.30 286.77 - 798.30
Redemption Reserve Less:
Proposed Final Dividend - 110.95
Tax on Proposed Final - - 18.00 128.95
Balance carried to Balance
Sheet 4,961.12 4,260.46
Basic Earning Per Share [Face 1.87 2.34
value Rs. 2 per share] before/
after Extraordinary Items
Diluted Earnings Per
Share [Face 1.94 2.29
value Rs. 2 per Share] before
/ after Extraordinary Items
In line with its publically stated policy, your Company remains
focussed and committed on reduction of debt through sale of some of its
assets, to deleverage its Balance Sheet and enhance shareholders''
value. The details of steps taken in this regard are given elsewhere in
this Report. The Restructuring Committee, which includes two of the
Independent Directors on the Board continues to consider various
options to achieve the aforesaid objectives.
Keeping in view the need to conserve the resources of the Company, the
Board has decided not to recommend any dividend for the financial year
CHANGES IN SHARE CAPITAL
During the year under report, there is no change in the Paid up Share
Capital of the Company and the same stood at Rs. 4,438,167,118 divided
into 2,219,083,559 Equity Shares of Rs. 2 each as on March 31, 2014.
FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
The Company has presently only one series of outstanding FCCBs i.e.
FCCB-IV issued on September 7, 2012 (total size USD 150 million) due
date September 8, 2017 with an outstanding size of USD 110.40 million.
The particulars about conversion, outstanding amount, coupon, listing
etc. of all past and present FCCBs are detailed in para 27 of the
Corporate Governance Report forming part of this Report.
EMPLOYEE STOCK PURCHASE SCHEME
As the Members are aware, Jaypee Group ESPS, 2009 Trust was created
in 2009 for administering the Stock Purchase Scheme of the Company
namely Jaypee Employee Stock Purchase Scheme, 2009 for the ultimate
benefit of the employees (including Directors) of the Company and its
In terms of the Scheme, the Company issued and allotted 1.25 Crores
Equity Shares of Rs.2 each @ Rs. 60 per share (including premium of Rs. 58
per share) to the said Trust on December 14, 2009. The said Trust was
also allotted 62,50,000 Equity Shares as Bonus Shares on its holding,
in terms of the Bonus Issue made by the Company December 19, 2009.
Since inception, the ''Jaypee Group ESPS, 2009 Trust'' has allocated/
transferred Equity Shares to the eligible persons under the scheme, as
Particulars No. of No. of original No. of Bonus Total no.
Eligible Shares Shares of shares
Persons (excluding (including
Total Shares 12,500,000 6,250,000 18,750,000
Trasferred/ 8,032 11,263,706 5,631,852 16,895,558
Trasferred/ 4 3550 1775 5,325
Trasferred/ - - - -
Balance shares 1,232,744 616,373 1,849,117
as on 31.03.2014
During 2013-14, no further shares were allocated/ transferred by the
Thus, a balance of 1,849,117 Equity Shares (including bonus shares) are
still lying with the Trust for transfer to the eligible persons in due
It is confirmed that:
(a) there is no employee who has been issued shares in any year
amounting to 5% or more shares issued during that year; and
(b) there is no employee who is entitled to shares under the Scheme
equal to or exceeding 1% of the issued capital of the Company.
1.0 ENGINEERING DIVISION
1.1.1 Prequalifications / Bids Under submission
During the year, your Company submitted prequalification applications
for the following Works:
(i) Execution of Civil, Hydro-Mechanical and Electro-Mechanical Works
of 390MW Kirthai-I Hydroelectric Project in Jammu & Kashmir. The
application has been submitted by the Consortium with JAL as lead
(ii) Diversion Tunnel, Concrete Gravity Dam, Intake, Silt Excluder
Arrangement, Pressure Shafts, Underground Power House and Tail Race
Tunnels (Kiru Civil: Lot-1) for 660MW Kiru Hydroelectric Project in
Jammu & Kashmir.
(iii) Construction of Head Race Tunnels (from RD 1780 onwards), Adit 2,
Surge Shafts, Pressure Shafts, Underground Power House, Transformers
Hall, Tail Race Tunnels and Pothead Yard etc. [Teesta- IV : LOT-2] of
520 MW Teesta Hydroelectric Project (Stage-IV) in the District North
Sikkim in the State of Sikkim.
(iv) Execution of Agra to Lucknow Expressway (in 5 Packages) in Uttar
- Agra to Firozabad (village Gurha) (km -1.8 to 0.0 to 53.5) Access
- Firozabad (village Gurha) to Etawah (village Moonj) (km 53.5 to km
115.5) Access Controlled Expressway
- Etawah (village Moonj) to Kannauj (village Narmau) (km 115.5 to km
172.5) Access Controlled Expressway
- Kannauj (village Narmau) to Unnao (village Neval) (km 172.5 to km
236.5) Access Controlled Expressway
- Unnao (village Neval) to Lucknow (km 236.5 to km 299.5) Access
(v) Design, Execution and Completion of the Contract Package CP1 Works:
Expansion of Karkh Sewage Treatment Plant including Operation and
Maintenance Services during the Defects Notification Period for Baghdad
Sewerage Facilities Improvement Project in Iraq.
(vi) Design, Execution and Completion of the Contract Package CP2
Works: Rehabilitation of Pumping Stations (RQ, Kadissiya and PN)
including Operation and Maintenance Services during the Defects
Notification Period for Baghdad Sewerage Facilities Improvement
Project, in Iraq. and
(vii) Design, Execution and Completion of the Contract Package CP3
Works: Rehabilitation of Pumping Stations (P5,P2, N3, N2 and TC1)
including Operation and Maintenance Services during the Defects
Notification Period Baghdad for Sewerage Facilities Improvement Project
1.1.2 Your Company has been prequalified to participate in the tenders/
bids for the following works:
(i) Construction of Diversion Tunnel, Coffer Dam, Concrete Gravity Dam,
Intake Structure and Diversion Tunnel Gates and Hoist, Desilting
Chambers, Head Race Tunnels up to RD 1780m etc. [Teesta-IV : LOT-1] of
520 MW Teesta Hydroelectric Project (Stage-IV) in the District North
Sikkim in the State of Sikkim.
(ii) Construction of Civil Works for Dam, River Diversion, Intake,
Adit-1, HRT upto RD 9500m including Pranmati Nallah Crossing and
Diversion Tunnel Gates (PACKAGE-I) of 252 MW Devasari Hydroelectric
Project, District Chamoli, Uttarakhand; and
(iii) Construction of Civil Works of Adits-2, 3 & 4, HRT from RD 9500m
to RD 17906m, Pressure Shaft, Penstocks, Surge Shaft, Valve House,
Power House Complex and Tail Race Tunnel (PACKAGE- II) of 252 MW
Devasari Hydroelectric Project, District Chamoli, Uttarakhand.
2.0 CEMENT DIVISION
The production and sale of Cement/ Clinker during the year, as compared
to the previous year, are as under:-
Cement 12,870,840 13,523,676
Clinker 10,157,991 10,800,353
Cement and 14,014,577 14,468,856
Clinker Sale (MT)
The total capacity of the Group as a whole is 38.30 MTPA (including
4.75 MTPA under implementation).
Plant in West Zone with a capacity of 4.80 MTPA is under the process of
demerger by Jaypee Cement Corporation Limited (JCCL), a wholly owned
subsidiary of the Company through a Scheme of Arrangement to UltraTech
Cement Limited, a company of Aditya Birla Group.
Further, the Company has signed an agreement on 24th March, 2014 with
Dalmia Cement (Bharat) Ltd. for sale of its entire 74% stake
(9,89,01,000 equity shares owned by it) in Bokaro Jaypee Cement
Limited, a Joint Venture between the Company (JAL) and Steel Authority
of India Limited (SAIL), having the Plant with operating capacity of
2.10 MTPA, which is subject to the approval of SAIL and other requisite
Zone-wise operating Capacity and capacity under implementation of
Cement and Captive Power Plants in the Cement Division of the Company
are as under:
3.0 HOTELS DIVISION
The Company owns and operates five luxury hotels in the Five Star
category, the finest Championship Golf Course, Integrated Sports
Complex and Town Centre strategically located for discerning business
and leisure travellers Jaypee Vasant Continental with 119 rooms and
Jaypee Siddharth with 94 rooms in New Delhi. Jaypee Palace Hotel and
Convention Centre is the largest property located at Agra with an
inventory of 341 rooms with luxurious Presedential Suites and Jaypee
Residency Manor at Mussoorie has 94 rooms with new 45 rooms in Valley
View Tower overlooking Doon Valley. Jaypee Greens Golf & Spa Resort,
Greater Noida is a prestigious & Luxury Resort with 170 state of art
rooms overlooking the Championship 18 hole Greg Norman Golf Course.
Jaypee Greens Golf & Spa Resort hosted several prestigious conferences
from India and abroad. The Resort hosted the conferences like Asian
Development Bank Conference 2013 in which Prime Ministers, Deputy Prime
Ministers and Finance Ministers of various countries participated
alongwith Heads of the National and International Banks. ONGC Petronet
Conference was held in which the Cabinet Ministers and Oil Ministers of
different countries attended the conference and stayed in the hotel.
RSSIDC Conference was held for Doctors from all over the world. The
leaders of the Automobile Industry from all over the world stayed to
participate in the Auto Expo Mart held at Expo Centre, Greater Noida.
Besides this, Prestigious car companies like Audi, Mercedes, Porsche,
Tata Motors etc. organized car launch events and conferences at Jaypee
Greens Golf & Spa Resort. The Formula One Management, F-1 Race Drivers
and renowned celebrities from across the world during the Formula-1 and
related events patronize the world-class services at Jaypee Greens Golf
& Spa Resort, Atlantis-The Club & Jaypee DelCourt in October, 2013.
Jaypee Palace Hotel and Convention Centre, Agra has been conferred the
award by Hon''ble Shri Shashi Tharoor, the then Minister of State (Human
Resource Development) under the category Best Hotel Based Meeting
Venue at The National Tourism Award 2012-13 by Ministry of Tourism,
Government of India. The award is aimed to recognize the world class
hospitality and tourism facilities in India.
Jaypee Hotels being the division of the Company was conferred 2nd Prize
at the National Energy Conservation Award by Hon''ble President of India
Shri Pranab Mukherjee in the august presence of Shri Jyotiraditya
Madhavrao Scindia, the then Minister of State for Power. The award is
the recognition of the implementation of the energy conservation
measures with perfection at Jaypee Vasant Continental.
Atlantis-The Club, an integrated sports complex located at Jaypee
Greens offers world class facilities for International and National
sporting events & tournaments with rooms & conference halls. Atlantis
has emerged as Sports Academy Destination. Yuvraj Singh, Cricket for
Excellence (YSCE), Cricket Academy under the supervision of celebrity
Mr. Yuvraj Singh conducting coaching for more than 100 students.
Bhaiching Bhutia Football School (BBFS), the Soccer Academy under the
supervision of Mr. Bhaiching Bhutia, Former Captain – Indian Soccer
Team conducting coaching on Soccer.
Jaypee DelCourt, A Town Centre offers well appointed rooms for
corporate entrepreneurs, expats, business and leisure stays.
The Company''s Hotels at New Delhi, Agra and Mussoorie have been
accredited with ISO 9001 for Quality Management System (QMS), ISO 14001
for Environment Management System (EMS), ISO 22000 for Food Safety
Management System (FSMS) and Hazard Analysis and Critical Control Point
Global economic recovery has been very gradual with the Eurozone
volatility continuing during the year, albeit at a lower intensity. The
Eurozone countries continued to adopt austerity measures, as part of
the fiscal adjustment.
The International tourist arrivals, worldwide have grown to 1087
billion in 2013, and are forecast to grow at moderate pace of 3% to 4%
Foreign tourist arrivals in India during 2013 was 68.48 Lacs as against
65.78 Lacs in 2012. The Foreign exchange earnings from tourism grew by
1.6% in 2013 registering a growth of 4% in tourist arrivals in 2013.
Indian economic growth in 2013 had slowed down to 4.5%- 5% which is the
lowest in a decade. The high borrowing cost to combat inflation coupled
with lower private consumption, low investment in infrastructure and
other sectors were responsible for this.
The low economic growth appears to have bottomed out and a gradual
increase in economic activity is expected from the middle of 2014.
The business of the Hotel Division is poised for sustained growth and
the outlook is bright. The Company is confident to achieve better
quotient of customers'' satisfaction and to achieve higher growth
coupled with optimization of the resource utilization.
4.0 REAL ESTATE DIVISION
Jaypee Greens, Greater Noida
The Company''s prestigious project - Jaypee Greens, Greater Noida spread
across 452 acres is the maiden golf centric residential development.
The project integrates Luxury villas and Apartments with an 18 Hole
Greg Norman Signature golf course, 9 Hole chip & putt golf course,
landscaped parks and lakes along with an integrated sports complex, 60
acre Nature Reserve Park, a 5 star spa resort in collaboration with Six
Senses Spa of Thailand, Town Centre, etc. The project has received an
overwhelming response and majority of the launched units have been
Jaypee Greens Wish Town Noida
Second real estate project – Jaypee Greens Noida - being developed by
the Jaypee Group is a bench mark for extraordinary lifestyle
experiences. Spread over 1063 acres, it has been designed as a new
exciting place to Live-Work- Play. It offers wide range of residential
options ranging from independent homes to high-rise apartments and
penthouses, along with host of other amenities such as a 18 9 hole
Graham Cooke designed golf facilities, a 525 bed Super specialty
Hospital, educational facilities including the already operational
Jaypee Public school and JIIT, landscaped parks and lakes, various
recreational facilities and entertainment hubs and commercial centers.
During the year the Company offered possession in Pavilion Court towers
and completed construction of couple of its projects launched in the
earlier years and further consolidated its position in the premium
residential segment with the launch of new Projects like Pavilion Court
Royale and Tiara Tower.
Jaypee Greens AMAN
Jaypee Greens third residential project Jaypee Greens Aman at Sector
151, Noida is located on the Noida-Greater Noida Expressway and offers
2 & 3 BHK apartments. Spread over 89 acres, the project also comprises
of Chip & Putt golf course, Gardens, Walkways, Fountains, Sports
facilities, Social amenities like Shopping Complex, Social Club with
Swimming pools, Gymnasiums, Primary and Senior Secondary Schools,
Creche, Kid''s play area, etc.
The Project is being developed at a fast pace and is expected to be
Jaypee Greens Sports City
Jaypee Greens Sports City located on the Yamuna Expressway spread over
5,000 acres, is the latest project launched by Jaypee Greens and
comprises of India''s first International Motor racing track,
International standard cricket stadium, a long green boulevard and much
more. The Project owned by Jaypee Sports International Ltd., a
subsidiary of your company successfully hosted the India''s First F1
race in October, 2011 followed by two more races in October, 2012 and
2013. The development of Sports City inter-alia comprises of various
thematic districts offering residential, sports, commercial and
institutional facilities. The commercial zone will offer well defined
areas for elaborate financial and civic centers, along with Residential
Districts which will have a vast range of products including villas,
town homes, residential plots and mid to high rise apartment blocks,
with regular water supply and 24 hours electric power supply, to suit
the requirements of all.
While the Projects already launched by the Company, viz., Kassia, Kove,
Krowns and Country Home-I & II, Greencrest
Homes and Buddh Circuit studios are being developed at a faster pace,
the Company has during the year launched new products: Naturvue
Apartments, Udaan - low & high rise apartments and Aman-III for the
affordable housing segment, all of which received a very encouraging
response from the Customers.
Backed by a strong team of Architects, Engineers and Sales and
Marketing professionals the Company is poised to launch many more new
projects in the coming years.
A. WIND POWER PROJECT
The Company has been operating Wind Power Project of 49 MW (40.25 MW in
Maharashtra and 8.75 MW in Gujarat). Out of the aggregate capacity of
49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during
December 2006 to March 2007 at Dhule in Maharashtra. The remaining
32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators
each of 1.5 MW) during September 2007 to March 2008 and at Kutchh,
Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The
electricity generated from the project is being sold to Maharashtra
State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and
Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold
and the revenue from sale of electricity during the year under report
were 89.41 Million units and Rs. 37.15 crores against 94.74 Million units
and Rs. 38.19 crores respectively in the year 2012-13.
B. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH
The Company had been awarded rights for mining of coal in Mandla
(North) Coal Block in Distt Chhindwara (MP). Necessary steps have been
taken to obtain various clearances including Environment Clearance.
Coal from this Block shall be available for captive consumption for
Cement Division of the Company.
Besides the above, the Company has entered into three separate Joint
Venture Agreements (JVAs) with Madhya Pradesh State Mining Corporation
Limited (MPSMCL) for development and mining of coal from coal blocks
allotted to MPSMCL. All these three Joint Venture Companies (JVCs) have
identical shareholding ratio of 51:49 between MPSMCL and your Company
and as such these companies are Government companies, with the
management control being vested with your Company.
The first JVC namely Madhya Pradesh Jaypee Minerals Limited (MPJML) is
developing a coal block at Amelia (North) at Singrauli District in the
State of Madhya Pradesh.
The second JVC namely MP Jaypee Coal Limited (MPJCL) is in the process
of developing a coal block at Dongri Tal-II also at Singrauli in Madhya
Coal from these coal blocks shall be mined for supply to the 2 x 660 MW
super-critical thermal power plant at Nigrie, Madhya Pradesh being
set-up by Jaiprakash Power Ventures Limited (JPVL), a subsidiary of the
The third JVC i.e. MP Jaypee Coal Fields Limited (MPJCFL) has been
incorporated for mining and sale of coal from Mandla (South) coal block
in District Chhindwara, Madhya Pradesh.
Mining of coal has since started from Amelia (North) Coal Block and
that from Dongri Tal – II coal block is expected to start by August,
2014. Work on other coal blocks is progressing as per schedule.
C. REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL SOLID WASTE (MSW) AT
The Plant is operating successfully taking daily garbage of the city of
Chandigarh as per agreement. The plant is serving the twin purpose of
keeping the city clean and to conserve the energy resources available
in the form of producing fuel called Refuse Derived Fuel (RDF). RDF (in
fluff form), the final product of the plant, is being disposed off
commercially as a good substitute of conventional fuel in the
industries and Power plants located around Chandigarh.
D. DIVERSIFICATION INITIATIVES
Company''s other diversification initiatives included setting-up of
pit-head based Thermal Power Station, construction of Expressways,
development of Sports Complex, Fertilizer business, Aviation project,
Healthcare and Agri business, which are being implemented through
different subsidiaries of the Company. The Company is also in nascent
stage of diversifying and setting up of a Semi Conductor Fabrication
facility in association with IBM Corporation, U.S. and Tower Semi
Conductor Limited, Israel. Details of the initiatives being implemented
through subsidiaries are furnished under the heading ''Subsidiaries''.
As on 31st March, 2014, in terms of the provisions of Companies Act
1956, your Company had following 24 subsidiaries which are engaged in
different business activities:
1. Jaiprakash Power Ventures Limited
2. Jaypee Arunachal Power Limited
3. Jaypee Powergrid Limited
4. Sangam Power Generation Co. Limited
5. Prayagraj Power Generation Co. Limited
6. Jaypee Meghalaya Power Limited
7. Himachal Baspa Power Company Limited (w.e.f 14.03.14)
8. Himachal Karcham Power Company Limited (w.e.f 14.03.14)
9. Bhilai Jaypee Cement Limited
10. Bokaro Jaypee Cement Limited
11. Gujarat Jaypee Cement & Infrastructure Limited
12. Jaypee Cement Corporation Limited
13. Jaypee Assam Cement Limited
14. Jaypee Infratech Limited
15. Jaypee Ganga Infrastructure Corporation Limited
16. Himalyan Expressway Limited
17. Jaypee Agra Vikas Limited
18. Jaypee Sports International Limited
19. Jaypee Cement Cricket (India) Limited
20. Jaypee Cement Hockey (India) Limited
21. Jaypee Fertilizers & Industries Limited
22. Himalyaputra Aviation Limited
23. Jaypee Healthcare Limited
24. Jaiprakash Agri Initiatives Company Limited (w.e.f 25.03.2013)
Note : Himachal Baspa Power Company Limited and Himachal Karcham Power
Company Limited were incorporated on 14th March 2014 and their first
accounting year would close on 31st March 2015; their accounts have not
been consolidated with Accounts of the Company (JAL) since there were
no material figures therein. Accordingly, the accounts of remaining 22
subsidiaries have been consolidated with the accounts of your Company.
Further, Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) and Kanpur
Fertilizers & Cement Limited (KFCL) have been treated as joint ventures
of JAL as per Companies Act, 1956.
The status of the aforesaid subsidiaries is as under:
POWER AND RELATED BUSINESS
1. JAIPRAKASH POWER VENTURES LIMITED (JPVL)
JPVL has three operative Hydro Power Plants, and one operative Thermal
Power Plant namely:
i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;
ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;
iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal
iv) 500 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh.
JPVL is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie Super
Thermal Power Project in Nigrie, Distt. Singrauli, Madhya Pradesh.
Under the Jaypee Nigrie Super Thermal Power Project in Nigrie, the
Jaypee Nigrie Cement Grinding Unit with capacity of 4 MTPA is also
under implementation consisting of Two Lines-1 & 2, having the
Scheduled Commissioning dates as August, 2014 & July, 2015
300 MW Jaypee Baspa-II Hydro Power Plant
The average tariff for Baspa-II Plant for the year under report, as per
the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated
6th September, 2012 and in accordance with the Power Purchase Agreement
(PPA), works out to Rs. 2.75 per unit. The total generation of energy
during the year was 1,345.34 MUs including 12% free Power to State
Electricity Board/ Government of Himachal Pradesh and also auxiliary
consumption/ transformer losses. The Net Saleable Energy during the
year was 1,178.41 MUs, out of which 1,056.92 MUs was Primary Energy and
121.49 MUs was Secondary Energy.
400 MW Jaypee Vishnuprayag Hydro Power Plant
The total generation of energy during the year was 1566.83 MUs
(including 1186.98 MUs deemed generation) out of which Primary Energy
was 1545.88 MUs and Secondary Energy was 20.95 MUs.
Generation of 400 MW Jaypee Vishnuprayag H.E.P was suspended since 16th
June, 2013 due to Force Majeure event. Generation of power resumed
w.e.f. 12th April, 2014 (07:45 A.M.).
1091 MW Jaypee Karcham Wangtoo Hydro Power Plant
The average tariff for the year under report works out to Rs. 3.04 per
unit. The total generation of energy during the year was 4653.24 MUs
including 596.98 MUs free Power to State Government and also auxiliary
consumption/ transformer losses. The Net Saleable Energy was 4056.26
The performance of the Company''s operative Hydro Power Plants, their
plant availability and the Energy Generation during the year under
report was satisfactory.
500 MW JAYPEE BINA THERMAL POWER PLANT
The 500 MW coal based Jaypee Bina Thermal Power Plant (comprising of
two units of 250 MW each) located at Village Sirchopi, Distt. Sagar
(M.P.) has already been fully commissioned.
Based on the tariff petition filed by the Company, MPERC has approved
provisional tariff for Unit-I on 12th December, 2012 and for Unit-II on
29th June, 2013.
JPVL is supplying 70% of the installed capacity on long term basis to
Government of Madhya Pradesh/ Madhya Pradesh Power Management Company
Ltd. in terms of the Power Purchase Agreement executed with them and
balance of installed capacity is being sold on merchant power basis.
The plant performance of 500 MW Jaypee Bina Thermal Power Plant from
1st April, 2013 to 31st March, 2014 was as under:
JPVL was conferred with the undermentioned National Awards for the
Meritorious Performance in the Power Sector by the then Hon''ble Union
Minister of State for Power on 4th February, 2014:
1. Gold Shield for the year 2012-13 for Baspa-II Hydro Electric plant
in the category of ''Performance of Hydro Power Stations''.
2. Gold Shield for the year 2011-12 for Baspa-II Hydro Electric plant
in the category of ''Performance of Hydro Power Stations''.
3. Gold Shield for the year 2011-12 for Unit–IV of Karcham Wangtoo
Hydro Electric plant in the category of ''Early completion of Hydro
4. Silver Shield for the year 2011-12 for Unit–II of Karcham Wangtoo
Hydro Electric plant in the category of ''Early completion of Hydro
1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT
The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal
Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is
progressing satisfactorily to achieve commissioning of both the units
in August, 2014 and December'' 2014 respectively. Supplies from L&T-
MHI Boilers Private Limited and Larsen & Toubro Limited for Steam
Generator and Steam Turbine Generator are being timely received. All
major statutory approvals required at the current stage of the project
are in place. Entire requirement of 5 Million MTPA coal for the project
will be met from dedicated coal mines at Amelia (North) and Dongri
The Financial Closure of the project has already been achieved. As on
31st March, 2014, Project Cost has been re-appraised at Rs. 10450 crores
by ICICI Bank acting as the Facility Agent and the entire additional
debt has been underwritten by them.
For 400 kV D/C Transmission Line, Forest Clearance including clearance
of Hon''ble Supreme Court for Wild Life Son-Ghariyal Sanctuary has been
obtained. The Line profile of entire 161 kms route has been completed.
Approval for the energisation of 400 kV Bays at Satna Substation has
been received from Central Electricity Authority (CEA).
The overall progress of implementation of the Project continues to be
satisfactory to achieve the Target COD. First unit of the Project has
been successfully synchronised with the grid on 7th May, 2014.
As on 31st March, 2014 an amount of approx. Rs. 9294.56 crore has been
incurred on the Project.
4 MTPA CEMENT GRINDING UNIT AT NIGRIE (M.P.)
With a view to optimally utilize the fly ash to be generated by its
thermal plants, JPVL is implementing 4 MTPA Cement Grinding Unit at
Nigrie, Distt. Singrauli in Madhya Pradesh with its Project Cost
estimated at Rs. 550 crores. An Expenditure of approx. Rs. 217.38 crores
has been incurred on the project till 31st March, 2014.
In Principle Approval for the tie up of entire debt has been arranged.
Some of the statutory approvals and
RTC approval for Railway Siding have already been obtained with Consent
to Establish being in place for 4 MTPA and rest of the approvals are
under process. The Work Order related to the Railway Siding has been
awarded and the work is under progress. Civil works of the Project are
progressing satisfactorily and orders for main machinery and for BoP
packages have been placed for Line-1 & 2.
VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/ CERs)
1091 MW Jaypee Karcham Hydro Power Plant has already been registered by
UNFCCC as a CDM project w.e.f 12th April, 2012 for ten years. Action
for issuance of CERs for the first period from 12th April, 2012 to 31st
July, 2012 is in progress.
Final Report on Compliance with World Commission on Dams (WCD)
Recommendations was issued by TUV NORD JI/ CDM Certification Programme,
Germany on 21st March, 2014.
Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee
Vishnuprayag Hydro Power Plant are as under:
PROPOSED DIVESTMENT OF HYDRO POWER PROJECTS
With a view to deleverage its Balance Sheet and also to enhance
Shareholders'' value, JPVL''s Board in its meeting held on 1st March,
2014 approved a Scheme of Arrangement, subject to statutory and
regulatory approvals and sanction of the Scheme by the relevant High
Court, for hiving off 300 MW Baspa-II HEP and 1091 MW Karcham Wangtoo
HEP to two separate wholly owned subsidiaries and eventual transfer of
ownership of the said wholly owned subsidiaries to the prospective
buyer. Necessary action is in progress.
2. JAYPEE ARUNACHAL POWER LIMITED (JAPL)
Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
JPVL is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E.
Projects in the State of Arunachal Pradesh. Your Company alongwith its
associates will ultimately hold 89% of the Equity of JAPL and the
balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro-Electric Project, CEA approval was
obtained in February, 2010 and revalidation of DPR is being in process
with Central Electricity Authority (CEA). Land acquisition is in
progress. Seismic data upto 31st March, 2013 has been collected and the
Ministry of Environment and Forest (MoEF) Clearance Case is under
scrutiny with Nodal officer, Itanagar.
In-Principle Approval has been granted and Power Purchase Agreements
(PPAs) are to be submitted for final approval with respect to the Mega
Power Project. Draft Rehabilitation & Resettlement Plan has been
submitted to the State Government.
For 500 MW Hirong Hydro Power Project, CEA has accorded Techno-Economic
Concurrence on 10th April, 2013. For the Environmental/ Forest
Clearance of the Project, the EIA & EMP report has been submitted to
3. JAYPEE POWERGRID LIMITED (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
Ventures Limited (74%) and Power Grid Corporation of India Limited (a
Central Government Power Utility Undertaking) (26%) has set up 217 Kms
long 400 kV Quad Bundle Conductor Double Circuit Transmission Line for
evacuation of Power from the pothead yard of 1091 MW Karcham Wangtoo
Plant in the State of Himachal Pradesh to Abdullapur in the State of
Haryana and LILO with the existing Baspa-Jhakri Double circuit line,
which is operational since April, 2012.
The cumulative availability of transmission system for FY 2013-14 was
99.97%. During the Financial Year 2013-14, JPL earned aggregate
transmission tariff of Rs. 196.89 crores.
JPL has declared a total dividend (interim and final) of 15.50% during
4. SANGAM POWER GENERATION COMPANY LIMITED (SPGCL)
Sangam Power Generation Company Limited (SPGCL), a wholly owned
subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation
Limited (UPPCL) through competitive bidding process, for the
implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil
Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land
was executed but physical possession is yet to be handed over. As
reported last year, Hon''ble High Court of Judicature at Allahabad has
quashed the notification issued by Uttar Pradesh State Government for
acquisition of land for the project subject to the deposit of
compensation, if any, received by the land owners. SPGCL is in the
process of amicable settlement for closing the Power Purchase
Agreement(s) and payment of dues with UPPCL.
5. PRAYAGRAJ POWER GENERATION COMPANY LIMITED (PPGCL)
Prayagraj Power Generation Company Limited (PPGCL), a wholly owned
subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation
Limited through competitive bidding process, is implementing 1980 MW
(3x660 MW) Thermal Power Project (with permission to add two additional
generation units of 660MW each) in Tehsil Bara of district Allahabad,
Fuel Supply Agreement between PPGCL & NCL has been executed on 29th
August, 2013, for Coal linkages for Phase-I. All Statutory/ Regulatory
approvals required for the project are in place. Financial Closure has
already been achieved. The supplies from BHEL for Boiler, Turbine and
Generator for Phase-I of the Project are in progress. All major
packages have been awarded except a few items relating to blending
terminal and environmental monitoring system. Supply of materials is
in progress. The progress on the implementation of the project is
An expenditure of approx. Rs. 8,680.24 crores has been incurred on the
implementation of the project upto March, 2014.
6. JAYPEE MEGHALAYA POWER LIMITED (JMPL)
Jaypee Meghalaya Power Limited (JMPL) was incorporated by JPVL as its
wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot
River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power
Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and
Transfer) basis. Your Company alongwith its associates will ultimately
hold 74% of the equity of JMPL and the balance 26% will be held by the
Government of Meghalaya.
With respect to 450 MW Kynshi HEP, the field work of survey &
investigation and EIA studies have already been completed. Drilling and
drifting in Power house area have been completed. The revised proposal
for Kynshi-II HEP with involvement of lesser forest area has been
submitted to State Government and Ministry of Environment and Forest.
The control levels i.e. FRL & TWL for Kynshi-II Project have been
approved by State Government. Approval of Central Electricity Authority
has been accorded to the water availability series for power potential
With respect to the 270 MW Umngot H.E.P, the State Government has
advised that the project will not be operationalized as per MoA till
further orders. The matter is being pursued with the State Government
for permission to resume the works.
7. HIMACHAL BASPA POWER COMPANY LIMITED (HBPCL)
Himachal Baspa Power Company Limited (HBPCL) was incorporated by JPVL
as its wholly owned subsidiary on 14th March, 2014, which received the
Certificate of Commencement of business on 24th March, 2014.
In terms of the proposed Scheme of Arrangement 300 MW Baspa-II H.E.P of
JPVL would be hived-off to HBPCL for eventual transfer of its ownership
to the prospective buyer.
8. HIMACHAL KARCHAM POWER COMPANY LIMITED (HKPCL)
Himachal Karcham Power Company Limited (HKPCL) was incorporated by JPVL
as its wholly owned subsidiary on 14th March, 2014, which received the
Certificate of Commencement of business on 24th March, 2014.
In terms of the proposed Scheme of Arrangement 1091 MW Karcham Wangtoo
H.E.P of JPVL would be hived-off to HKPCL, for eventual transfer of its
ownership to the prospective buyer.
Accordingly, these two companies have no business operations at
9. BHILAI JAYPEE CEMENT LIMITED (BJCL)
The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL at
Satna continued to function satisfactorily. During the period under
report, the Company has achieved a gross turnover of Rs. 787 crore, as
against Rs. 454 crore during the Financial Year 2012-13 which comprised a
period of 6 months.
The working results of the Company for the year resulted in an
operating profit of Rs. 55.62 crore as against Rs. 55.46 crore during the
previous year. After taking into account the impact of interest (Rs.
53.56 crore), the Cash profit comes to Rs. 2.06 crore during the
Financial Year 2013-14 as against Cash profit of Rs. 26.43 crore in the
previous year. After considering depreciation of Rs. 44.54 crore, the
Company has incurred loss of Rs. 42.48 crore before tax.
10. BOKARO JAYPEE CEMENT LIMITED (BOJCL)
The Grinding Unit of BOJCL a joint venture between JAL & SAIL, at
Bokaro, Jharkhand. During the year under report slag supply position
though improved compared to the previous year, it was less than the
overall requirement for achieving the targeted production. The Company
was, therefore, constrained to regulate its targeted production
according to the quantity of slag received from Bokaro Steel Plant
(BSL). Resultantly, the Company could not reach its targeted production
and the capacity utilization was limited to only 72%.
Despite under utilization of its installed capacity, the Company,
backed by a strong brand image and resultant higher realization for its
product, has achieved a gross turnover of Rs. 740.20 crore during the
year under report. The turnover registered a growth of 18% over
previous year. In the period under report, the Company earned an
operating profit of Rs. 148.41 crore as against Rs. 174.89 crore in the
last year. After taking into account the impact of interest (Rs. 38.95
crore), there is a cash profit of Rs. 109.46 crore during the financial
year 2013-14, as against cash profit of Rs. 137.80 crore in the previous
year. The net profit during the year, after considering depreciation of
Rs. 23.77 crore, comes to Rs. 85.69 crore (before tax). The net profit
after tax is Rs. 30.20 crore. The Company proposes to transfer a sum of Rs.
6.85 crore to the General Reserve.
11. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)
Gujarat Jaypee Cement & Infrastructure Limited (GJCIL), a Joint Venture
between Jaiprakash Associates Limited (JAL) and Gujarat Mineral
Development Corporation Limited (GMDC) was incorporated, inter-alia, to
implement a 2.4 Million tones per annum capacity cement plant in
District Kutch, Gujarat.
Out of approximately 484 hectares of land required for setting up the
Project, 27 hectares are Private land and 457 hectares are Government
land. Major part of Private land (22 hectares) has been purchased by
the Company. However pending necessary approval from the Government of
Gujarat,the Government land is yet to be acquired by the Company.
The Board is examining various options in the way forward for the
12. JAYPEE CEMENT CORPORATION LIMITED (JCCL)
Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of
your Company, is setting up an integrated cement plant with a 3.0 Mn
tpa cement grinding capacity alongwith captive power plant at Shahabad
district Gulbarga, Karnataka.
The project is scheduled to be commissioned by 1st October, 2014.
JCCL''s Plant in West Zone with a capacity of 4.8 MTPA is under the
process of demerger through a Scheme of Arrangement pursuant to Section
391-394 of the Companies Act, 1956 to UltraTech Cement Limited, a
company of Aditya Birla Group. The transaction is scheduled to be
consummated by 12th June, 2014.
13. JAYPEE ASSAM CEMENT LIMITED (JACL)
Jaypee Assam Cement Limited (JACL) was incorporated, as a special
purpose vehicle, initially as a wholly- owned subsidiary of Jaiprakash
Associates Limited (JAL) for the purpose of setting up a 2 Mn tpa
capacity Cement Plant in the North Cachar Hills Distt of Assam, in
Joint Venture with Assam Mineral Development Corporation Ltd. (AMDC).
The same shall be converted as a Joint Venture Company (JVC) between
JAL and Assam Mineral Development Corporation Ltd. (AMDC) as JV
partners having a shareholding ratio of 82:18 between themselves, as
per the Shareholders'' Agreement (SHA). While JAL shall hold the shares
for cash consideration, shares shall be allotted to AMDC in
consideration of the exclusive mining rights of the mineral block
identified for this Company. Under the SHA, the management and control
of the JVC is vested in JAL.
As reported last year, prior to incorporation of JACL, 750 bighas of
land were allotted by Dima Hasao Autonomous Council (DHAC) on 30 years
lease basis to Jaiprakash Associates Limited (JAL) for the project of
the Company. Necessary payment in this regard to DHAC was made by JAL
as a promoter of the Company. An agreement was also executed between
DHAC and JAL.
Besides the payment of Rs. 3.77 crore for the above land, JAL had also
paid Rs. 10 crore to DHAC in advance as the share of royalty on limestone
for a period of one year as per the Agreement executed between JAL and
The Company had deployed necessary resources for setting-up the 2
million tonnes per annum cement plant with a 35 MW captive power plant.
The Company started expeditious collection of data and preparation of
Environmental Impact Assessment/Environmental Management Plan Reports
for submission to Government of India, Ministry of Environment &
The Company, however, had to suspend all project activities since
January, 2012 due to adverse security situation in the vicinity of the
project, as reported earlier. The Company is in regular touch with
concerned authorities for resumption of project activities as and when
the security situation is improved.
EXPRESSWAYS AND RELATED BUSINESS
14. JAYPEE INFRATECH LIMITED (JIL)
The Yamuna Expressway had commenced its commercial operation and was
opened for Public w.e.f. 9th August, 2012 and the toll collection
commenced from 16th August 2012. The vehicular movements and revenue
generation till date is satisfactory. The average daily traffic (ADT)
has registered 69% increase and the Toll collection Revenue has
registered an increase of 44% during the F.Y.2013-14.
JIL has also been provided the right to develop 25 million square
meters of land for commercial, amusement, industrial, institutional &
residential purposes etc. across five different locations along the
Yamuna Expressway–one in Noida, two locations in District Gautam Budh
Nagar (part of NCR) and one location in each of District Aligarh &
District Agra, Uttar Pradesh. JIL has commenced development of its
land parcels at Noida, Mirzapur, and Agra in U.P. JIL has launched
approx. 108.06 million sq.ft. area and has sold approx. 101.20 million
sq. feet area till 31st March, 2014 at an aggregate sale value of Rs.
15. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)
The Jaypee Ganga Infrastructure Corporation Limited (JGICL) was
incorporated as a wholly owned subsidiary of Jaiprakash Associates
Limited for implementation of the 1047 Km long 8- lane Access-
Controlled Ganga Expressway Project connecting Greater Noida with
Ghazipur-Ballia along the left bank of river Ganga on Design, Build,
Finance and Operate (DBFO) basis together with the development of
12,281 hectares of land parcels at eight different locations in Uttar
Pradesh in terms of the Concession Agreement executed between Uttar
Pradesh Expressways Industrial Development Authority and JGICL on March
Preparatory work for the Project was started. Consequent upon the
Order of Hon''ble High Court of Allahabad dated 29.05.2009 quashing the
environment clearance earlier issued by State Environment Impact
Assessment Authority (SEIAA), fresh application for the Environmental
Clearance was filed which is still pending. Since there are lot of
uncertainties in respect of Environment clearance, due to various
developments like farmers unrest etc., upon the discussion with the
Government / Authority, a supplementary agreement was signed with the
Authority on 30th November, 2011 and UPEIDA has returned the Bank
Guarantee after taking an undertaking from JGICL that the Company would
revive the Bank Guarantee, when the project gets environmental
16. HIMALYAN EXPRESSWAY LIMITED (HEL)
Himalyan Expressway Ltd. was incorporated as a Special Purpose Vehicle
for implementing the Zirakpur-Parwanoo Expressway project in the States
of Punjab, Haryana and Himachal Pradesh. The Expressway connecting the
three states became operational and the toll collection started from
6th April, 2012. Being the first in the country with Radio Frequency
Identification Device (RFID) technology based electronic toll
collection system, it has provided a seamless travel to long journey
road users while saving cost and time. During the year under report,
the toll collection at the Expressway has shown an increase.
17. JAYPEE AGRA VIKAS LIMITED (JAVL)
Jaypee Agra Vikas Limited (JAVL) was incorporated as a Special Purpose
Vehicle for implementing Project for development of Inner Ring Road at
Agra and other infrastructure facilities, under Integrated Urban
Rejuvenation Plan on Design, Build, Finance, Operate and Transfer
basis. The Company signed a Concession Agreement on 4th February, 2010
with Agra Development Authority (ADA).
The project could not progress as Agra Development Authority has not
been able to fulfill its obligation in respect of ''Conditions
Precedent''. As per the decision taken by ADA, the Company has received
part refund of the advance given to ADA for acquisition of land and
balance amount is expected to be received by September, 2014.
SPORTS AND RELATED BUSINESS
18. JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL)
Jaypee Sports International Limited (JSIL) was incorporated on 20th
October, 2007. It was allotted around 1100 Ha. of land for development
of Special Development Zone (SDZ) with sports as a core activity by
Yamuna Expressway Industrial Development Authority (YEA). This area is
inclusive of 100 Ha of land to be used for Abadi Development. This core
activities are Motor Race Track, suitable for Holding Formula One race
and setting up a Cricket stadium of International Standard to
accommodate above 1,00,000 spectators and others.
The Motor Race Track known as Buddh International Circuit (BIC) was
completed well in time and JSIL successfully hosted the three Indian
Grand Prix held in October, 2011, October, 2012 & October, 2013. The
success of the event was acknowledged by winning of many awards and
JSIL is trying its best to generate revenue by placing Buddh
International Circuit (BIC) as one stop destination for various games,
launching promotional activities like motor cars, bikes and other
JSIL has also made significant progress in development of non core area
planned for group housing, plots, multi storey flats, commercial area,
institutional area, roads, open space and other social activities.
19. JAYPEE CEMENT CRICKET (INDIA) LIMITED (JCCIL)
Jaypee Cement Cricket (India) Limited (JCCIL) was incorporated on 20th
October, 2012, as a wholly owned subsidiary of Jaypee Sports
International Limited for the purpose of managing activity relating to
Cricket playing in any format by way of franchise or otherwise. It
obtained the certificate of commencement of business on 23rd October,
2012. The first financial year of JCCIL has closed on 31st March,
20. JAYPEE CEMENT HOCKEY (INDIA) LIMITED (JCHIL)
Jaypee Cement Hockey (India) Limited (JCHIL) was incorporated on 5th
November, 2012, as a wholly owned subsidiary of Jaypee Sports
International Limited (JSIL) to undertake the business of Hockey Sport.
It obtained the certificate of commencement of business on 12th
November, 2012. The first financial year of JCHIL has closed on 31st
JCHIL entered into the Franchisee Agreement with Hockey India League
[HIL] for the Team Jaypee Punjab Warriors. HIL was conducted between
14th January - 10th February, 2013 in the five cities namely Delhi,
Jalandhar, Ranchi, Mumbai & Lucknow & between 25th January, 2014 to
23rd February, 2014 in six cities namely New Delhi, Chandigarh, Ranchi,
Mumbai, Bhuvneshwar and Lucknow. The performance of the team was well
FERTILIZER AND RELATED BUSINESS
21. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)
Jaypee Fertilizers & Industries Limited (JFIL) was incorporated as a
wholly owned subsidiary of Jaiprakash Associates Limited to undertake
the business of fertilizers and chemicals. The Company had participated
as a strategic investor in the Rehabilitation Scheme (Scheme) of
fertilizer undertaking of Duncans Industries Ltd. (DIL) which was
approved by the Board for Industrial & Financial Reconstruction (BIFR)
in January, 2012.
Pursuant to the Scheme, the said fertilizer undertaking (famous for
''Chand Chhap'' Urea) stands vested in Kanpur Fertilizers & Cement
Limited (KFCL), in which your Company is making investments through
Jaypee Uttar Bharat Vikas Private Limited (JUBVPL).
JUBVPL held 99.73% (approx.) equity shares of KFCL as on 31st March
2014. JUBVPL is a joint venture company (with equal participation) of
your Company and ISG Traders Limited, an investment arm of DIL.
During the year under report, KFCL has converted feed stock from
Naphtha to Natural Gas. Gas Supply Agreement has been entered into with
Gail (India) Limited (GAIL) for supply of RLNG from Kanpur Terminal &
CFA Kanpur and a Gas Transportation Agreement has also been signed with
GAIL. Indian Oil Corporation has agreed to meet the 100% requirement of
other POL products from its Plant at Kanpur such as
HSD/MS/lubricants/greases, etc. The work for gas receiving station at
the plant premises has already been completed.
Approval of the Ministry of fertilizer, Government of India has already
been received in March, 2013 to commence production of Urea with Gas as
After completion of NG conversion and Energy saving schemes, all three
streams of the plant have started manufacturing Urea since December,
2013 onwards. Capital expenditure of Rs. 911.40 Crore towards revamping
the plant has been incurred upto 31st March, 2014.
22. HIMALYAPUTRA AVIATION LIMITED (HAL)
Himalyaputra Aviation Limited (HAL)was incorporated as a wholly-owned
subsidiary of your Company, to undertake the civil aviation business.
HAL has obtained initial NOC from Ministry of Aviation to operate
Non-Scheduled Air Transport Services.
During the year, HAL has taken steps to acquire more flying machines
and other assets for its business operations.
23. JAYPEE HEALTHCARE LIMITED (JHL)
Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012
as a wholly owned subsidiary of the Jaypee Infratech Limited (JIL) for
the establishment of Jaypee Hospital with the vision of promoting
world-class healthcare amongst the masses by providing quality and
affordable medical care with commitment.
The Jaypee Hospital the flagship hospital of Jaypee Group, is located
at Village Shahpur Bangur, NOIDA, U.P., which heralds the group''s noble
intention to enter the healthcare space.
This hospital has been planned and designed as a 1200 bedded tertiary
care multi-speciality facility and is currently in the process of
building and commissioning 525 beds in the first phase. It shall be
operational by the second quarter of 2014. The first financial year of
JHL has closed on 31st March, 2014.
24. JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED (JAICO)
Jaiprakash Agri Initiatives Company Limited (JAICO), was acquired by
Jaypee Cement Corporation Limited, a wholly owned subsidiary of the
Company on 25th March, 2013 to diversify into agri business.
The Company had set up soya and mustard processing plant at Rewa,
Madhya Pradesh. Jaypee Oilseeds Processing Complex is unique in its
approach and has facilities to handle all types of products and
by-products from Soya and Mustard. However, in the current scenario,
the production activities of Soya/ Mustard Oil have been suspended.
JAICO has also launched a dairy project which sources milk from
villages along the Yamuna Expressway, that is, across Gautam Budh
Nagar, Bulandshahr, Aligarh, Mathura and Agra. Work has begun on a
milk-processing plant at Tappal. With the operation of this plant,
JAICO will have its own brand of dairy products, including packaged
milk, flavoured milk, long shelf-life milk, curd, drinkable yogurt,
cheese spreads, ghee and butter.
CONSOLIDATED FINANCIAL STATEMENTS
The statement as required under Section 212 of the Companies Act, 1956,
in respect of the subsidiaries of the Company is annexed and forms an
integral part of this Report. The consolidated financial statements of
the Company and its subsidiary companies, prepared in accordance with
Accounting Standards AS-21 Consolidated Financial Statements
prescribed by the Institute of Chartered Accountants of India, form
part of the Annual Report and Accounts.
In terms of the general exemption granted under Section 212 (8) of the
Companies Act, 1956 by the Ministry of Corporate Affairs vide its
General Circular No. 2/2011 dated February 8, 2011, the Audited Balance
Sheets as at March 31, 2014 of the subsidiaries of the Company have not
been attached to the Balance Sheet of the Company. However, the
requisite information in aggregate for each subsidiary including
subsidiaries of subsidiaries has been disclosed in the consolidated
Balance Sheet of the Company.
The annual accounts of the subsidiary companies and the related
detailed information will be made available to the shareholders of the
Company and subsidiary companies seeking such information. The annual
accounts of the subsidiary companies will also be kept for inspection
by any shareholders in Company''s Head Office and also that of the
subsidiaries. Further, the Company shall furnish a hardcopy of annual
accounts of subsidiaries to any shareholder on demand. The Company has
also uploaded the details of the accounts of individual subsidiary
companies on its website i.e. www.jalindia.com.
The Directors are of the opinion that the subsidiaries and Joint
Ventures of your Company have promising future.
Keeping in view the performance and future prospects of the Company''s
business, the expansions and diversifications being undertaken and the
business of its subsidiaries coupled with the Company''s resolve to
reduce the debt, your Company is committed to enhance the shareholders''
A. Cessation of Directorships:
Shri A.K. Sahoo, a nominee of LIC ceased to be on the Board of the
Company w.e.f. May 23, 2013, consequent upon the withdrawal of his
nomination by LIC.
In place of Shri A.K. Sahoo, LIC nominated Shri R.R. Dash as their
nominee on the Board of the Company, who was co-opted as a Director
w.e.f. July 29, 2013. However, Shri R.R. Dash ceased to be a Director
due to his sad demise on October 22, 2013.
Shri B.K. Taparia, Independent Director ceased to be a Director on
Board due to his sad demise on September 5, 2013.
Shri S.C. Gupta, Independent Director and Shri R.K. Singh resigned
from Directorship of the Company w.e.f. February 10, 2014 and May 27,
2014 respectively, due to their personal reasons.
Shri S.D. Nailwal, Whole-time Director of the Company has requested to
step down from the office of Director on expiry of his current term
i.e. w.e.f. June 30, 2014. Accordingly, he shall cease to be a
Director on June 30, 2014 (afternoon).
The Board places on record its appreciation for the valuable
contribution of the above Directors during their respective tenure on
the Board of the Company.
B. Appointments of Directors:
Shri S.C. Rathi was appointed as a Nominee of LIC w.e.f. February 10,
2014 in place of Shri R.R. Dash.
Shri K.N. Bhandari was appointed as an Independent Director of the
Company, liable to retire by rotation, w.e.f. February 10, 2014, in the
casual vacancy caused due to cessation of Shri B.K. Taparia.
Shri Shiva Dixit was appointed as an Additional Director & Whole-time
Director of the Company w.e.f. May 27, 2014. As Shri Shiva Dixit holds
office of Director upto ensuing Annual General Meeting and the proposal
for his appointment as a Director has been received from a shareholder,
the same has also been included in the Notice of the Annual General
Meeting for your approval.
Shri Sunil Kumar Sharma (Executive Vice Chairman), Shri Pankaj Gaur
[Jt. Managing Director (Construction)] and Shri Sunny Gaur [Managing
Director (Cement)] were re-appointed as such for a further period of
five years w.e.f. March 18, 2014, July 1, 2014 and December 31, 2014
respectively. The proposed re-appointment and remuneration of
Whole-time Directors is subject to approval of the shareholders which
would be sought.
Appointment of Independent Directors:
The Board of Directors in their meeting held on May 27, 2014, based on
the recommendation of the Nomination & Remuneration Committee, decided
to seek approval of the shareholders to the reappointment of all the
seven Independent Directors namely: Shri R.N. Bhardwaj, Dr. B. Samal,
Shri V.K. Chopra, Ms. Homai A. Daruwalla, Shri S.C. Bhargava, Shri
B.K. Goswami and Shri K.N. Bhandari on the Board of the Company as
Independent Directors for a period of three consecutive years from the
date of their appointment by the shareholders, the proposals whereof
have been included in the Notice of the Annual General Meeting for your
Such Independent Directors will not be liable to retire by rotation in
view of the provisions of the Companies Act, 2013 and Rules framed
C. Retirement by rotation:
Shri Rahul Kumar and Shri S.K. Jain, Directors would retire by rotation
at the forthcoming Annual General Meeting of the Company and being
eligible, offer themselves for re-appointment. The proposals for their
re-appointment have also been included in the Notice of the Annual
General Meeting for your approval.
Fixed deposits received from the shareholders and the public as on
March 31, 2014 stood at Rs. 2157.38 Crores. Deposits of Rs. 23.73 Crores
due for repayment on maturity remained unclaimed by the Depositors as
on March 31, 2014, most of which were subsequently claimed. In view of
the provisions of newly enforced Companies Act, 2013, the Company has,
for the present, decided not to accept fresh Deposits/renew existing
Deposits but repay the same.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, as amended, is annexed and forms an integral
part of this Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS & OUTGO
Particulars with respect to conservation of energy, technology
absorption, foreign exchange earnings & outgo, pursuant to Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 for the year ended March 31, 2014 are annexed and form an integral
part of this Report.
NOTES ON ACCOUNTS
The observations of Auditors and Notes on Accounts are
AUDITORS AND AUDITORS'' REPORT
M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the
Company shall retire at the conclusion of the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment. Based
on the recommendations of the Audit Committee, the Board recommends
their appointment as Company''s Auditors for a term of three consecutive
financial years i.e. for 2014-15, 2015-16 & 2016-17. If appointed, they
shall hold office from the conclusion of the ensuing Annual General
Meeting till conclusion of the Annual General Meeting of the Company to
be held in the year 2017, subject to ratification by the shareholders
at every Annual General Meeting.
As a measure of good Corporate Governance practices being followed by
the Company, M/s Chandrasekaran Associates, Company Secretaries, were
voluntarily appointed to conduct the Secretarial Audit for the
financial year 2013- 14. The Secretarial Audit Report for the financial
year ended March 31, 2014 forms part of the Annual Report.
Based on the recommendations of the Audit Committee, the Board has
further re-appointed M/s Chandrasekaran Associates, Company
Secretaries, to conduct the Secretarial Audit for the financial year
2014-15 in compliance of the provisions of Section 204 of the Companies
Act, 2013, which has made it mandatory for certain companies to appoint
a Secretarial Auditor.
For the financial year 2013-14, the Board of Directors of the Company
had re-appointed, on recommendations of the Audit Committee, M/s. J.K.
Kabra & Co., Cost Accountants, (Firm''s Registration No. 2890), as Cost
Auditors, subject to the approval of the Central Government, for
auditing the cost accounts in respect of ''Cement Product'' and ''Wind
Power''. Their appointment was approved by the Central Government. In
terms of The Companies (Cost Audit Report) Rules 2011 read with
Ministry of Corporate Affairs'' General Circular No. 15/2011 [File No.
52/5/CAB-2011] dated April 11, 2011, the cost audit report relating to
the ''Cement Products'' & ''Wind Power'' for the financial year ended March
31, 2013, alongwith the Compliance Report, as applicable, had been
filed with the Cost Audit Branch of the Ministry of Corporate Affairs
on 13th November, 2013 by the Cost Auditor against the due date of
filing 27th September, 2013.
Based on the recommendations of the Audit Committee, the Board of
Directors of the Company have re-appointed, M/s. J.K. Kabra & Co., as
Cost Auditors of the Company for auditing the cost accounts in respect
of applicable businesses of the Company for the financial year 2014-15.
The requisite approval of the shareholders will be sought for the
remuneration of the Cost Auditors.
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
The Company is complying with the Corporate Governance norms laid down
in Clause 49 of the Listing Agreement. The Company would also comply
with the revised Clause 49 of the Listing Agreement as applicable from
1st October, 2014.
BUSINESS RESPONSIBILITY REPORT
In terms of Clause 55 of the Listing Agreement, a Business
Responsibility Report (BRR), in the prescribed format, is annexed and
forms part of this Annual Report describing the initiatives taken by
the Company from an environmental, social and governance perspective,
towards adoption of responsible business practices. The BRR as well as
the Company''s Policy on Sustainable Development are accessible on the
Company''s website www.jalindia.com.
Employee relations continued to be cordial throughout the year. Your
Directors wish to place on record their sincere appreciation for the
excellent spirit with which the entire team of the Company worked at
all sites and other offices and achieved commendable progress.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representation received from the operating management,
certifications by the CEO and CFO to the Board of Directors and after
due enquiry, confirm in respect of the audited annual accounts for the
year ended March 31, 2014 :
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed and that there were no material
ii) that the Directors had, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended March 31, 2014 and the profit of the
Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
iv) that the Directors had prepared the annual accounts on a going
Your Directors wish to place on record their appreciation for and
gratitude to various Departments and Undertakings of the Central and
State Governments, Industrial Development Bank of India, The Life
Insurance Corporation of India, General Insurance Corporation of India
and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., Axis Bank Limited,
Export- Import Bank of India and Consortium of Banks and valued
customers, for their valuable support and co-operation.
Your Directors also wish to place on record their appreciation of the
wholehearted and continued support extended by the Shareholders and
Investors, which had always been a source of strength for the Company.
On behalf of the Board
May 27, 2014