Jaiprakash Associates Directors Report, Jaiprakash Asso Reports by Directors
Jaiprakash Associates
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Download Annual Report PDF Format 2013 | 2011 | 2010
Directors Report Year End : Mar '13    « Mar 12
To The Members,
 The Directors of your Company are pleased to present the 16th Annual
 Report together with the Audited Accounts of the Company for the year
 ended March 31, 2013.
 The working results of the Company for the year under report are as
                                                      (Rs. in Crores)
 Financial year ended                   31.03.2013            31.03.2012
 Gross Revenue                            13512.08              13117.61
 Profit before Depreciation 
 & Tax                                     1476.88               1928.49
 Less : Depreciation                        726.13                614.15
 Profit before Tax                          750.75               1314.34
 Less : Provision for Tax
 - Current Tax               139.17                 238.35
 - Deferred Tax              128.95                  49.75
 - Excess Provision for 
 Income Tax in Earlier Years
 reversed                      (18.65)      249.47     (0.14)     287.96
 Profit after Tax                           501.28               1026.38
 Add :
 - Profit brought forward                3148.48               2868.92
     from Previous Year
 Profit available for 
 appropriation                             3649.76               3895.30
 Less : Transferred to : 
 - Reserve for Redemption         -                 268.25 
 Premium on FCCBs
 - Debenture Redemption        7.65                 269.30
 - General Reserve            51.00        58.65    102.64      640.19 
 Add :
 - Tax on proposed Final       9.37                   9.37 
 Dividend Reversed
 - Final Dividend 
 Transferred from Trusts 
 (in which Company is sole
 beneficiary)                   9.47                    7.57
 - Reserve for Redemption 
 Premium on FCCBs Reversed    779.46        798.30         -       16.94
 Less: Dividend
 - Proposed Final Dividend  110.95                  106.32
 - Tax on Proposed Final     18.00        128.95     17.25      123.57 
 Balance carried to Balance 
 Sheet                                     4260.46               3148.48
 Basic Earning Per Share [Face                2.34                  4.83
 value Rs. 2 per share] 
 before/ after Extraordinary 
 Items in Rupees 
 Diluted Earnings Per Share                   2.29                  4.64
 [Face value Rs. 2 per Share] 
 before / after Extraordinary 
 Items in Rupees
 For the financial year 2012-13, the Board has recommended dividend of
 Re. 0.50 per Equity Share of Rs. 2 i.e. 25% which will be paid after
 your approval at the ensuing Annual General Meeting. The dividend will
 absorb an amount of Rs.110.95 Crores, excluding Dividend Distribution
 Tax of Rs. 18 Crores.
 The Paid up Share Capital of the Company on April 1, 2012 stood at Rs.
 4,252,866,364 divided into 2,126,433,182 Equity Shares of Rs. 2 each.
 During the year under report, further Equity Shares were issued and
 allotted as under;
 (i) 28,445,567 Equity Shares of Rs. 2 each to the holders who opted for
 conversion of their Bonds under FCCB- IV Scheme @ Rs. 77.50 per share
 (including premium of Rs. 75.50 per share).
 (ii) 64,204,810 Equity Shares of Rs. 2 each to Qualified Institutional
 Buyers under Qualified Institutions Placement Issue allotted on
 February 6, 2013 @ Rs. 83 per share (including premium of Rs. 81 per
 equity share).
 Thus, as on March 31, 2013, the Paid-up Equity Share Capital of the
 Company stood increased to Rs. 4,438,167,118 divided into 2,219,083,559
 Equity Shares of Rs. 2/- each.
 During the year under report, following developments pertaining to
 FCCBs took place:
 Issue of FCCB - IV on September 7, 2012-5.75% FCCBs-IV were issued by
 the Company on September 7, 2012 for a total size of US $ 150 million
 to part pay the redemption of FCCB-III. These FCCBs, with maturity date
 of September 8, 2017, are convertible into equity shares of Rs. 2 each
 @ Rs. 77.50 per share (including premium of Rs. 75.50 per share). As on
 March 31, 2013, the outstanding amount against FCCB-IV was US $ 110.40
 Million (i.e. 73.60%).
 Redemption of FCCB - III on September 12, 2012 - Zero coupon FCCB-III
 issued on September 11, 2007 (with an issue size of US $ 400 million)
 and having an outstanding aggregate amount of US $ 354.475 Million as
 on the maturity date i.e. September 12, 2012 were redeemed at a premium
 of 47.701% on the due date, thus resulting into a total outflow in US$
 523.563 Million.
 Redemption of FCCB - II on March 9, 2013 - 0.5% FCCB-II, issued on
 March 9, 2006 (with a issue size of Euro 165 million) and having an
 aggregate outstanding amount of Euro 0.255 million as on the maturity
 date i.e. March 9, 2013 were redeemed at a premium of 32.071% on the
 due date, resulting in an outflow of Euro 0.337 Million.
 As reported earlier, FCCBs-I (Issue size US $ 100 million) had already
 been redeemed on February 17, 2010.
 Thus the Company presently has only one series of outstanding FCCB i.e.
 FCCB - IV, aggregating US $ 110.40 million.
 The particulars about conversion, outstanding amount, coupon, listing
 etc. of all past and present FCCBs are detailed in para 26 of the
 Corporate Governance Report forming part of this Report.
 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 on 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      No. of      Total no.
                         Eligible     original    Bonus       of shares
                         Persons      Shares      Shares     (including
                                     (excluding               Bonus) 
 Total Shares available              12,500,000   6,250,000   18,750,000
 under ESPS Scheme
 Trasferred/ allocated       8,032   11,263,706   5,631,852   16,895,558
 during 2010-11
 Trasferred/ allocated           4         3550        1775        5,325
 during 2011-12
 Balance shares as               -    1,232,744     616,373    1,849,117
 on 31.03.2013
 During 2012-13, no further shares were allocated/ transferred by the
 Trust. Thus, a balance of 1,849,117 Equity Shares (including bonus
 shares) are still lying with the Trust which would be transferred to
 the eligible persons in due course.
 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.
 1.1 Works completed
 1.1.1 During the year, following works have been completed:
 (i) Zirakpur-Parwanoo Highway from Km 39.860 to Km 67.000 of NH - 22 in
 the States of Himachal Pradesh, Punjab and Haryana.
 (ii) Yamuna Expressway [earlier known as Taj Expressway] (six lane165
 km) connecting Noida & Agra and related activities in Uttar Pradesh.
 (iii) Civil and Structural work, Residential Complex, Mechanical
 fabrication and erection and electrical fabrication, erection and
 installation for Grinding Plant at Bokaro of Bokaro Jaypee Cement
 1.1.2 Prequalifications / Bids Under submission
 Your Company has 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. For this
 work, the application has been submitted as Consortium with JAL as lead
 member; and
 (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
 1.1.3 Your company has also been prequalified to participate in the
 tenders/ bids for the following works:
 (i) Construction of Head Race Tunnel from RD 1529m to RD 13950m (Lot-2)
 of 600 MW Tawang - I Hydroelectric Project in Arunanchal Pradesh ;
 (ii) Construction of Balance Civil Works related to Concrete Dam,
 Diversion Works, Intake and 1.35 Km. HRT of Vyasi Hydroelectric Project
 in District Dehradun, Uttarakhand
 (iii) 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
 (iv) 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.
 1.2 Works in Progress
 The Company is presently executing the works of the projects listed
 below and the status of works is given below:
 The progress of work on various projects is generally satisfactory.
 2.0 CEMENT DIVISION Operations
 The production and sale of Cement/ Clinker during the year, as compared
 to the previous year, are as under:-
                                          2012-13         2011-12 
                                          (MT)              (MT)
 Cement Production                     13,523,676      13,341,389
 Clinker Production                    10,800,353       9,808,903
 Cement and Clinker Sale (including    14,468,856      14,126,107
 The operative capacity of the group as a whole is 32.55 MTPA and the
 capacity under implementation is 2.75 MTPA. The above would take the
 Group''s total capacity to 35.30 MTPA including JVs capacity, which will
 make Jaypee Group the 3rd largest Cement producing group in India.
 Zone-wise operating Capacity/Capacity under implementation and Captive
 Power Plant Capacity in the Cement Division of the Company are as
                    CAPACITY       IMPLEMENTATION             THERMAL
                    MTPA           MTPA             MTPA      MW
 CENTRAL ZONE           10.45         1.00           11.45     244**
 UP ZONE                 4.00         1.75            5.75     244**
 NORTH ZONE              6.20            -            6.20       -
 EAST ZONE               2.10            -            2.10       -
 TOTAL                  22.75*        2.75           25.50*    488
 *Includes 4.30 MnTPA of two JVs (with SAIL) of Jaiprakash Associates
 ** Includes 120 MW capacity at Sidhi and 180 MW at Churk under
                    CAPACITY       IMPLEMENTATION             THERMAL
                    MTPA           MTPA             MTPA      MW
 WEST ZONE              4.80             -           4.80         90
 SOUTH ZONE             5.00             -           5.00         35
 TOTAL                  9.80             -           9.80        125
 GRAND TOTAL           32.55          2.75          35.30        313
 2.1 Operational Performance (JAL)
 During the year the Company successfully completed unit 2 of Jaypee
 Sidhi Cement Plant at Bhagwar, Madhya Pradesh which is currently under
 Trial run and would be commissioned during the first quarter of FY
 During the financial year 2012-13, Productivity Indices of the
 operating units of JAL (except JCCL & JVs) were as under:
 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 Palace Hotel & Convention Centre, Agra hosted several
 prestigious conferences, including Partnership Summit 2013
 organized by CII.
 Jaypee Greens Golf & Spa Resort hosted successfully several prestigious
 conferences of corporate houses.  India''s first world renowned Six
 Senses Spa is operational at the Resort and carved a niche in the
 industry. Jaypee Greens Golf & Spa Resort has emerged as a destination
 of choice for international and domestic tourists looking for a product
 of international standards and quality in Noida and Greater Noida.
 Prestigious Car Companies like Audi, Mercedes, Porsche, Tata Motors etc
 organized car launch events and conferences at Jaypee Greens Golf & Spa
 Jaypee Greens Golf & Spa Resort has been conferred with the prestigious
 GeoSpa aisaSpa India Awards 2012 for Six Senses Spa as Most
 Luxurious Spa (Resort) and again another prestigious Golden Star
 Awards as Most Admired Golf Resort of the year. LABREZZA, an
 Italian Restaurant at Jaypee Greens Golf & Spa Resort nominated for
 Best Italian Restaurant by HT Crystal Awards 2012 -2013.Jaypee
 Greens Golf & Spa Resort hosted the prestigious events for NDTV Life
 Style Awards and Auto Build Steering Wheel Awards as hospitality
 Jaypee Golf Course hosted the international events Avantha Masters
 2013as largest European tournament event with participation of 66 top
 international golfers and 50 Indian top golfers like Jeev Milka Singh
 and Jyoti Randhawa.
 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
 hosted India Fiesta Latina - World Salsa Congress with
 participation by 33 International teams and attended by the gathering
 of 2500 people. Atlantis has emerged as Sports Academy Destination.
 Yuvraj Singh, Cricket for Excellence (YSCE), Cricket Academy under the
 supervision of celebrity Yuvraj Singh conducting coaching for more than
 100 students. Bhaichung Bhutia Football School (BBFS), the Soccer
 Academy under the supervision of Bhaichung Bhutia, Former Captain -
 Indian Soccer Team conducting coaching on Soccer.
 Jaypee DelCourt, A Town Centre offers 27 well appointed rooms for
 corporate entrepreneurs, expats, business and leisure stays.
 Jaypee Greens Golf & Spa Resort, Atlantis-The Club & Jaypee DelCourt
 hosted and rendered world class services to the Formula One Management,
 F-1 Race Drivers and renowned celebrities from across the world during
 the Formula-1 and related events in October, 2012.
 Yamuna Expressway, being the finest and longest expressway built by the
 company has changed the pattern of international and domestic tourists
 in Agra and Delhi - NCR. This has benefitted Jaypee Greens Golf & Spa
 Resort at Greater Noida and Jaypee Palace
 Hotel & Convention Centre, Agra due to patronage by the tourists
 visiting Agra from Delhi - NCR.
 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
 The Hotel division of the company has made significant progress in the
 hotel business by constant endeavour, striving tirelessly and keeping
 the staff and executives motivated and enthusiastic to combat the
 emerging new challenges to establish a distant niche in the hotel
 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.
 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, Town Centre, etc.  The
 project has received an overwhelming response from investors.
 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 numerous Graham
 Cooke designed golf facilities, Super specialty medical centers,
 educational facilities, landscaped parks and lakes, various
 recreational facilities and entertainment hubs and commercial centers.
 During the year the Company could complete 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 Kristal Court and Kasa Blanca.  Your Company also
 launched developed plots under residential segment at Mirzapur, Distt.
 Gautam Budh Nagar and Agra.
 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 faster pace and is expected to be
 completed soon.
 Jaypee Greens Sports City
 Jaypee Greens Sports City located on the Yamuna Expressway spread over
 5000 acres, is the latest project launched by Jaypee Greens and
 comprises of India''s first International Motor racing track,
 International standard cricket stadium, a 15.7 kms 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 yet another race in October, 2012.
 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 are being developed at a faster pace, the
 Company has during the year launched certain new products - Country
 Home-II, Bougainvilleas, Greencrest homes and a specific product -
 Buddh Circuit studios for the affordable housing segment, which
 received a very encouraging response from the Customers.
 Backed by a strong team of Architects, Engineers and Marketers the
 Company is poised to launch many more new projects in the coming year.
 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 94.74 Mn units and Rs. 38.19 crores against 91.26 Mn units and Rs.
 35.57 crores respectively in the year 2011-12.
 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. The management
 control of these three JVCs are vested with your company.  Under the
 JVAs, your company shall be the mine developer for all the three JVCs.
 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 Pradesh. 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 your Company. 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.
 Project activities relating to mine development have been completed in
 the case of the first JVC i.e.  MPJML. Various statutory approvals and
 clearances from concerned authorities are in place. After having
 received prior approval of Ministry of Coal and stage II (final) Forest
 Clearance from Ministry of Environment and Forest, the Company has
 executed the Mining lease in February 2013. Further, to ensure
 availability of appropriate administrative & functional support, the
 required infrastructural facilities have been created which included
 construction of base camp, commissioning of 5 MVA Electric Sub Station,
 obtaining licence to store and use explosives etc. Construction of Coal
 Handling Plant (CHP) and Railway siding is in progress and will be
 completed by end of July 2013.
 The Mine at the Coal Block has, since, been opened on 19th April 2013
 after giving Notice of opening of Mine to the DG Mine Safety.
 The second JVC viz MPJCL is in advance stage of mine development with
 various clearances from the concerned authorities in place. Approval
 for execution of Mining lease for this Coal Block has been received.
 Identification of land in non-coal bearing area for construction of
 infrastructure facilities, such as, Base Camp, Electric Sub-Station,
 Coal Handling Plant, Coal Silo, has been completed.
 The third JVC viz MPJCFL has received Environmental Clearance on 2nd
 January 2013 and Forest Clearance (stage II) is expected shortly.
 Further, grant of previous approval for the Mining Lease has been
 received and Land acquisition is in progress.
 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 Refused 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 industry
 located around Chandigarh.
 Company''s other diversification initiatives include setting-up of
 pit-head based Thermal Power Station, construction of Expressways,
 development of Sports Complex, Fertilizer business, Aviation,
 Healthcare and Agri business. These are being implemented through
 different subsidiaries of the Company.  Details of these initiatives
 are furnished under the heading Subsidiaries.
 During the year under report, your Company had following 22
 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.  Bhilai Jaypee Cement Limited
 8.  Bokaro Jaypee Cement Limited
 9.  Gujarat Jaypee Cement & Infrastructure Limited
 10.  Jaypee Cement Corporation Limited
 11.  Jaypee Assam Cement Limited
 12.  Jaypee Infratech Limited
 13.  Jaypee Ganga Infrastructure Corporation Limited.
 14.  Himalyan Expressway Limited
 15.  Jaypee Agra Vikas Limited
 16.  Jaypee Sports International Limited
 17.  Jaypee Cement Cricket (India) Limited (w.e.f 20.10.2012)
 18.  Jaypee Cement Hockey (India) Limited (w.e.f 05.11.2012)
 19.  Jaypee Fertilizers & Industries Limited
 20.  Himalyaputra Aviation Limited
 21.  Jaypee Healthcare Limited (w.e.f 30.10.2012)
 22.  Jaiprakash Agri Intiatives Company Limited (w.e.f 25.03.2013)
 The first financial year of Jaypee Cement Cricket (India) Limited,
 Jaypee Cement Hockey (India) Limited and Jaypee Healthcare Limited will
 close on 31.03.2014. Accordingly, the accounts of remaining 19
 subsidiaries have been consolidated with the accounts of your Company.
 The status of the aforesaid subsidiaries is as under:
 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) 1000 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal
 Pradesh; and
 iv) 500 MW - Phase I (of 1200 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 in Madhya Pradesh.
 The plant availability and the Energy Generation of each of the Hydro
 Power Plants for the Financial Year 2012-13 were as under:
 Plant                     Plant            Net Saleable
                           Availability     Energy Generation 
                                (%)        (Million Units)
 BASPA-II (300 MW)             99.87            1073.01
 Vishnuprayag (400             98.81            1628.46
 Karcham Wangtoo               86.12            3541.76
 (1000 MW)
 Phase I comprising of two units of 250 MW each of coal based Jaypee
 Bina Thermal Power Plant located at Village Sirchopi, Distt. Sagar
 (M.P) has been fully commissioned on 31st August, 2012 and Unit II of
 250 MW was commissioned on 7th April, 2013.
 JPVL is supplying 70% of the installed capacity for Phase-I on long
 term basis, to Govt. 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
 The plant performance-Unit I (250 MW) from August, 2012 to March, 2013
 was as under:
                                                Million Units
 FY 2012-13                   Actual Generation
                     Gross     Net       Aux %     PLF %     PAF % 
 Total 2012-13       441.84     396.29   10.31%    34.57%    67.62% 
 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 the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited
 for Boiler, Steam Turbine and Generator respectively 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 through Amelia (North) and Dongri Tal-II
 Coal Blocks.
 The Financial Closure of the project has already been achieved. As on
 31st March, 2013, an amount of approx. Rs. 7,737 crores was incurred on
 the implementation of Project.
 JPVL has been awarded Certificate of Merit ''For Most Admired Emerging
 Infrastructure Company in Power'' at the 5th KPMG-Infrastructure Today
 Awards, 2013, New Delhi.
 JPVL 1000 MW Jaypee Karcham Hydro Power Plant has been registered by
 United Nations Framework Convention on Climate Change (UNFCCC) as a CDM
 project w.e.f. 12th April, 2012 for ten years upto 11th April, 2022.
 The process for issuance of CERs for the first period from 12.04.2012
 to 31.07.2012 is in progress.
 Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee
 Vishnuprayag Hydro Power Plant are as under:
                        Period          No. of VERs     Amount 
                                        sold            realized 
                                                       (Rs. crore)
 Baspa                  Upto FY 2012      21,03,515        26.30
                        FY 2012-13         9,31,149         1.95
                        Total             30,34,664        28.25
 Vishnuprayag           Upto FY 2012      81,87,173       181.20
                        FY 2012-13        13,03,511        41.85
                        Total             94,90,684       223.05
 JPVL has decided to diversify its operations by setting up Cement
 Grinding Units at Nigrie (4 MTPA) and Bina (2MTPA) to optimally utilize
 the fly ash to be generated by Company''s thermal power plants.
 Necessary action has been initiated in that direction.
 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. JPVL 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
 clearance from the Ministry of Environment and Forest is in process.
 For 500 MW Hirong Hydro-electric Project, CEA has accorded Techno-
 Economic Concurrence on 10th April, 2013. The Environmental/Forest
 Clearence for the project is yet to be accorded.
 As on 31st March, 2013 an aggregate amount of appox. Rs. 228 crores has
 been spent on the aforesaid two projects.
 Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
 Ventures Limited and Power Grid Corporation of India Limited (a Central
 Government Power Utility Undertaking) has set up a 213 Km long 400 Kv
 Quad-Bundle Conductor Double Circuit Transmission Line for evacuation
 of power from the pothead yard of 1000 MW Karcham Wangtoo plant in the
 state of Himachal Pradesh to Abdullapur in the state of Haryana and
 LILO the existing Baspa-Jhakri Double circuit line.
 Transmission system has been put under commercial operations w.e.f. 1st
 April, 2012. Capitalized value of tangible assets as on 31st March,
 2013 aggregate to Rs. 995.98 crores.
 The cumulative availability of transmission system for FY 2012-13 was
 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, received by the land owners. SPGCL has approached UPPCL
 for amicable settlement for closing the agreement(s) and payment of
 dues with UPPCL and the matter is under discussion.
 Prayagraj Power Generation Company Limited (PPGCL), a wholly owned
 subsidiary of JPVL, acquired from Uttar Pradesh Power Corporation
 Limited through competitive bidding process, is implementing 1980 MW
 Thermal Power Project (with approval to add two additional generation
 units of 660 MW each) in Tehsil Bara of district Allahabad, Uttar
 All Statutory/Regulatory approvals required for the project are in
 place. Financial Closure has been achieved. The supplies from BHEL for
 Boiler, Turbine and Generator are in progress and the progress on the
 implementation of project is satisfactory.
 An expenditure of approx. Rs. 6394 crores has been incurred on the
 implementation of the project till 31st March, 2013.
 Jaypee Meghalaya Power Limited (JMPL) was incorporated by Jaiprakash
 Power Ventures Limited 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 H.E.P in the Kynshi River Basin on BOOT (Build, Own, Operate
 and Transfer) basis. JPVL alongwith its associates will ultimately hold
 74% of the equity of JMPL and the balance 26% will be held by the
 Government of Meghalaya.
 The field work of survey & investigation and EIA studies 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 studies.
 As on 31st March, 2013, an aggregate amount of approx. Rs. 8.50 crores
 has been spent on the projects.
 The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL at
 Satna continued to function satisfactorily with 100% utilization of
 installed capacity. However, Bhilai grinding unit''s capacity
 utilization remained at sub-optimal level due to lesser availability of
 slag from Bhilai Steel Plant.
 During the period under report, comprising a period of six months, the
 Company has achieved a gross turnover of Rs. 454 crore, as against
 Rs.1116 crore during the Financial Year 2011-12 which comprised a
 period of 18 months. The working results of BJCL for the year under
 report (6 months) resulted in an operating profit of Rs. 55.46 crore as
 against Rs. 72.86 crore during the previous year (18 months).
 With the positive signs as above, BJCL is hopeful that once the
 grinding unit is able to operate at full capacity, the Company would be
 in a position to improve its financial position further.
 The Grinding Unit of BOJCL, a joint venture between JAL & SAIL, at
 Bokaro, Jharkhand achieved an overall capacity utilization of 59%
 during the year under report. Lower production level was due to lesser
 availability of slag from Bokaro Steel Plant.  Slag supply position,
 however, gradually started improving in the last quarter of the year
 and the unit achieved 85% capacity utilization in the month of March
 2013. Considering the recent trend of supply, BOJCL is hopeful that
 during 2013-14 slag availability is likely to improve which would
 enable the grinding unit to achieve a higher capacity utilisation.
 Despite lower capacity utilization, the Company has achieved a gross
 turnover of Rs. 627.36 crores during the year under report, backed by a
 strong brand image and resultant higher realization for its product.
 The turnover increased by 130.49% over previous year''s turnover.
 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
 GJCIL. However pending necessary approval from the Government of
 Gujarat, the Government land is yet to be acquired. The matter is under
 persuasion with the State Government.
 Further activities on Project implementation can commence after
 acquisition of Government land.
 Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of
 your Company, is setting up an integrated cement plant alongwith
 captive power plant at Shahabad district Gulbarga, Karnataka.
 The project is scheduled to be commissioned by October, 2014.
 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), Jaypee Assam Cement Limited has
 been formed, as a special purpose vehicle, initially as wholly-owned
 subsidiary of JAL. The same shall be converted as a Joint Venture
 Company (JVC) with JAL and AMDC as JV partners having a shareholding
 ratio of 82:18 between themselves, as per the Shareholders'' Agreement.
 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 was allotted by Dima Hasao Autonomous Council (DHAC) on 30 years
 lease basis to Jaiprakash Associates Limited (JAL) for the project of
 JACL. Necessary payment in this regard to DHAC was made by JAL as a
 promoter of JACL. 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 DHAC. JACL had deployed necessary resources in right
 earnest for setting-up the 2 Mn tpa cement plant with a 35 MW captive
 power plant. For getting environment clearance for the proposed
 project, JACL started expeditious collection of data and preparation of
 Environmental Impact Assessment/Environmental Management Plan Reports
 for submission to Government of India, Ministry of Environment &
 JACL was, however, compelled to suspend all project activities since
 January 2012 due to adverse security situation resulting in loss of
 precious human life after abduction of one of the Senior Executives of
 the Company, as reported last year. JACL is in touch with concerned
 authorities for resumption of project activities as and when the
 security situation is improved.
 The Yamuna Expressway has commenced its commercial operation and was
 opened for Public w.e.f. 09.08.2012 and the toll collection commenced
 from 16.08.2012. The vehicular movements and revenue generation till
 date is satisfactory.
 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, Distt. Gautam Budh Nagar and Agra and has
 sold 527 million sq. feet of area as of 31.03.2013.
 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
 23, 2008.
 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 the undertaking from JGICL that the Company would
 revive the Bank Guarantee, when the project gets environmental
 HEL was incorporated as a Special Purpose Vehicle (SPV) for the
 implementation of Zirakpur-Parwanoo Expressway Project in the States of
 Punjab, Haryana and Himachal Pradesh. The Expressway connecting the
 three states has become operational and the toll collection at the
 rates approved by the National Highways Authority of India (NHAI) has
 started with effect from 6th April, 2012.
 Jaypee Agra Vikas Limited 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.
 During the year under report, the project almost halted as Agra
 Development Authority has not been able to fulfill its obligation in
 respect of ''Condition Precedent'' viz handing over of 90% of ROW Land to
 Company by December 31, 2011. Due to change in State Government
 policies, there is a rethinking on the project.
 Jaypee Sports International Limited was incorporated on 20th October,
 2007. It was allotted around 1100 Ha of land for development of Special
 Development Zone (SDZ) with sports as core activity by Yamuna
 Expressway Industrial Development Authority (YEA).  This area is
 inclusive of 100 Ha of land to be used for Abadi Development. The 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 First Indian
 Grand Prix from 28th to 30th October, 2011. The success of the event
 was acknowledged by winning of many awards and accolades.
 During the year under report, JSIL once again successfully hosted
 Formula One, Grand Prix from 26th to 28th October, 2012. Besides this,
 many other events to promote sports of motor bike and cycles were
 conducted at the Buddh International Circuit (BIC) and major events
 included: Auto Cross Event (21st to 23rd December, 2012), Gautam
 Singhania Track Day (10th & 11th January, 2013), General Motors Car
 Launch (22nd & 23rd January, 2013), Tata Motors Car Launch (27th to
 29th January, 2013), Lamborghini Track Days (22nd to 24th February,
 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.
 JCCIL was incorporated on 20th October, 2012, as wholly owned
 subsidiary of Jaypee Sports International Limited {JSIL} to undertake
 the business of Cricket Sport. It obtained the certificate of
 Commencement of business on 23rd October, 2012.  The first financial
 year of JCCIL shall close on 31.03.2014.
 JCHIL was incorporated on 5th November, 2012, as 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 shall close on 31.03.2014.
 JCHIL entered into the Franchisee Agreement with Hockey India League
 [HIL] for the Team Jaypee Punjab Warriors. The team consisted of
 exceptional players like Jaap Stockmann, Jamie Dwyer, Robert Hammond,
 Dharamveer Singh, S.V.Sunil and Mark Knowles. HIL was conducted between
 14th January- 10th February, 2013 in the five cities namely New Delhi,
 Jalandhar, Ranchi, Mumbai & Lucknow. Match schedule consisted of 12
 preliminary matches and two play-off matches. The performance of the
 team was well appreciated.
 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 Limited (DIL) which was approved by the Board of Industrial
 and Financial Reconstruction (BIFR) in January, 2012.
 Pursuant to the scheme, the said fertilizer undertaking stands vested
 in Kanpur Fertilizers & Cement Ltd (KFCL). in which your Company is
 making investments through Jaypee Uttar Bharat Vikas Pvt.  Ltd.
 (JUBVPL). JUBVPL is a joint venture company (with equal participation)
 of your Company and ISG Traders Ltd., an investment arm of DIL.
 It is expected that KFCL will start the production of Urea under the
 brand name Jaypee Chand Chaap Urea by the end of May, 2013.
 HAL was incorporated as a wholly-owned subsidiary of your Company,
 pursuant to the Shareholders'' approval accorded on July 19, 2011, to
 undertake the civil aviation business. HAL has obtained initial NOC
 from Ministry of Aviation to operate Non-Scheduled Air Transport
 During the year, HAL has acquired some flying machines for its
 operations and obtained necessary permits to operate the same. HAL is
 taking steps to acquire more flying machines and other assets for its
 business operations.
 Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012
 as a wholly owned subsidiary of the Jaypee Infratech Limited (JIL).
 JHCL is developing a state-of-the-art 504 bed multi-speciality hospital
 in village Shahpur Bangur, Noida, UP, which is expected to be launched
 in the current financial year. The First financial year of JHL shall
 close on 31.03.2014
 JAICO was acquired by Jaypee Cement Corporation Limited (JCCL), a
 wholly owned subsidiary of the Company on 25th March, 2013 to diversify
 into agri business. Currently JAICO has set up a Soya and Mustard
 processing plant at Rewa, Madhya Pradesh known as ''Jaypee Oilseeds
 Processing Complex'' which is unique in its approach and has facilities
 to handle all types of products and by-products from Soya and Mustard.
 JAICO has also launched a dairy project which will source 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 plans to have its own brand of dairy products, including packaged
 milk, flavoured milk, long shelf-life milk, curd, drinkable yogurt,
 cheese spreads, ghee and butter.
 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, 2013 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.
 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, your Company is poised for sustained
 growth and the outlook is bright.
 During the period under report, Shri R. K. Singh ceased to be a
 Whole-time Director of the Company on completion of his tenure of 5
 years on October 14, 2012 but continued to be a Director on the Board
 of the Company, w.e.f. 15th October, 2012. The Board places on record
 its appreciation for the valuable contribution of Shri R.K. Singh
 during his tenure as Whole-time Director of the Company and expressed
 the confidence that the benefit of his experience would continue to be
 available to the Company as a Director.
 Shri Ranvijay Singh was re-appointed as a Whole-time Director of the
 Company for a further period of 5 years w.e.f. December14, 2012.
 Further S/Shri Pankaj Gaur, V.K Chopra, B. Samal, Sunny Gaur, and B.K.
 Goswami would retire by rotation at the forthcoming Annual General
 Meeting of the Company.  Proposals for their re-appointment have 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, 2013 stood at Rs. 2355.57 Crores.  Deposits of Rs. 21.78
 Crores due for repayment on maturity remained unclaimed by the
 Depositors as on March 31, 2013, most of which were subsequently
 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 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, 2013 are annexed and form an integral
 part of this Report.
 The observations of Auditors and Notes on Accounts are
 Statutory Auditors:
 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.
 Secretarial Auditors:
 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 2012-13.  The Secretarial Audit Report for the financial
 year ended March 31, 2013 forms part of the Annual Report.
 The Board has further re-appointed M/s Chandrasekaran Associates,
 Company Secretaries, to conduct the Secretarial Audit for the financial
 year 2013-14.
 Cost Auditors:
 For the financial year 2012-13, the Board of Directors of the Company
 had re-appointed, after recommendations of the Audit Committee, M/s.
 J.K. Kabra & Co., Cost Accountants, (Firm''s Registration No. 2890), as
 Cost Auditors 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, as amended, the cost audit report relating to the Cement Products
 & Wind Power for the financial year ended March 31, 2012, had been duly
 filed with the Cost Audit Branch of the Ministry of Corporate Affairs.
 In terms of The Companies (Cost Accounting Records) Rules 2011, as
 amended, the Compliance Report for the financial year March 31, 2012 as
 applicable has been duly filed.
 For the financial year 2013-14, the Board of Directors of the Company
 have re-appointed, on the recommendations of the Audit Committee, M/s.
 J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost
 accounts in respect of ''Cement Product'' and ''Wind Power''.
 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
 also annexed.
 The Company is complying with the Corporate Governance norms laid down
 in Clause 49 of the Listing Agreement.  Further, the Company is
 implementing, in a phased manner, recommendations contained in the
 Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of
 Corporate Affairs, Government of India, details of which are given
 under the head ''Voluntary Guidelines on Corporate Governance in the
 Corporate Governance Report forming part of this Report.
 In terms of new 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
 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.
 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, 2013:
 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, 2013 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
 concern basis.
 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
                                                MANOJ GAUR 
                                        Executive Chairman
 May 04, 2013
Source : Dion Global Solutions Limited
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