Jaiprakash Associates Directors Report, Jaiprakash Asso Reports by Directors

Directors Report	Year End : Mar '12 � Mar 11

The Directors of your Company are pleased to present the 15th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012. WORKING RESULTS The working results of the Company for the year under report, (excluding the working results of five undertakings of the Company viz. South Cement Plant, West Cement Plant, Asbestos Sheet Plants, Foundry and Heavy Engineering Works, hived off into wholly owned subsidiary, namely, Jaypee Cement Corporation Limited w.e.f. the Appointed Date, i.e., April 1, 2011), are as under: (Rs. in Crores) Financial year ended 31.03.2012 31.03.2011 Gross Revenue 13117.61 13318.71 Profit before Depreciation & Tax 1928.49 2362.32 Less : Depreciation 614.15 607.81 Profit before Tax 1314.34 1754.51 Less : Provision for Tax - Current Tax 238.35 330.09 - Deferred Tax 49.75 270.73 - Excess Provision for Income Tax in Earlier Years reversed (0.14) 287.96 (14.09) 586.73 Profit after Tax 1026.38 1167.78 Add : - Profit brought forward from Previous Year 2868.92 2645.03 Profit available for appropriation 3895.30 3812.81 Less : Transferred to : - Reserve for Redemption Premium on FCCBs 268.25 153.54 - Debenture Redemption Reserve 269.30 507.11 - General Reserve 102.64 117.00 - Dividend paid pertaining to Previous Year - 640.19 0.11 777.76 Add : - Tax on proposed Final Dividend Reversed 9.37 - - Final Dividend Transferred from Trusts (in which Company is sole beneficiary) 7.57 16.94 10.22 10.22 Less: Dividend - Interim Dividend - 85.06 - Interim Dividend transferred from Trusts - (7.57) - Proposed Final Dividend 106.32 85.06 - Tax on Proposed Final 17.25 123.57 13.80 176.35 Dividend Balance carried to Balance Sheet 3148.48 2868.92 Basic Earning Per Share [Face value Rs. 2 per share] before/after Extraordinary Items 4.83 5.49 Diluted Earnings Per Share [Face value Rs. 2 per Share] before / after Extraordinary Items 4.64 5.27 DIVIDEND For the financial year 2011-12, the Board has recommended dividend of Rs. 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. 106.32 Crores, excluding Dividend Distribution Tax of Rs. 17.25 Crores. HIVING OFF OF CERTAIN UNDERTAKINGS OF THE COMPANY INTO ITS WHOLLY OWNED SUBSIDIARY COMPANY The Scheme of Arrangement between Jaiprakash Associates Limited (Demerged/ Transferor Company) and its wholly owned subsidiary namely Jaypee Cement Corporation Limited (JCCL) (Resulting/Transferee Company) and their respective Members and Creditors for hive off of five undertakings of the Company (South Cement Plant, West Cement Plant, Asbestos Sheet Plants, Foundry and Heavy Engineering Works) into JCCL w.e.f. the Appointed Date, i.e., April 1, 2011, as approved by the Members and Creditors of both the companies, was sanctioned by the Hon''ble High Court of Judicature at Allahabad on April 9, 2012. Consequent upon the sanction of the Scheme, the certified copy of the Order dated April 9, 2012 of the Hon''ble High Court was filed by the respective Companies with the Registrar of Companies on April 18, 2012 and the Scheme having thus become effective, all the five undertakings stood hived off from your Company into JCCL w.e.f. April 1, 2011, being the Appointed Date. Your Directors believe that the hive off would, inter-alia, facilitate unlocking and enhancing shareholders'' value. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs) During the year under report, FCCBs-II aggregating Euro 1.451 million were redeemed on April 9, 2011, on exercise of put option by the bondholders. There was no other change in conversion or redemption of FCCBs during the year. As on March 31, 2012, the outstanding amounts against FCCB-II and FCCB-III were to the tune of Euro 0.255 Million (i.e. 0.155% of the Issue size) & US $ 354.475 Million (i.e. 88.619% of the Issue size) respectively; FCCB-I (Issue size US $ 100 Million) stood fully extinguished on February 17, 2010. The particulars about conversion, outstanding amount, coupon, date of redemption, listing etc. of FCCBs-II (Issue size � Euro 165 Million.) & FCCBs-III (Issue size � US $ 400 Million.) are detailed in para 26 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 subsidiaries. During 2010-11, the said Trust had allocated/ transferred 1,12,63,706 Equity Shares of Rs. 2 each alongwith the Bonus Shares thereon, to 8,032 eligible persons, in tranches, as per details given in the table below (on receipt of the issue price of Rs. 60 per share including premium of Rs. 58 per share), from its total holding of 1,25,00,000 Equity Shares which were issued & allotted by the Company to the Trust on December 14, 2009, in terms of the Scheme. During 2011-12, the Trust further allocated/ transferred 3,550 Equity Shares alongwith the Bonus Shares thereon, to 4 more eligible persons, thereby leaving a balance of 18,49,117 Equity Shares including Bonus shares with the Trust which would be transferred to the eligible persons in due course. During financial year 2011-12, none of the shares was transferred/ allocated to Senior Managerial Personnel by the Trust in terms of the Scheme. It is confirmed that: (a) there is no employee who has been issued shares in any one 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. CHANGES IN SHARE CAPITAL During the year under report, there was no change in the Paid-up Equity Share Capital of the Company. Thus, as on March 31, 2012, the Paid-up Capital of the Company stood at Rs. 4,25,28,66,364 divided into 2,12,64,33,182 Equity Shares of Rs. 2 each. OPERATIONS 1.0 ENGINEERING DIVISION 1.1 Works completed 1.1.1 During the year, following works have been completed: (i) Turnkey execution of 1000 MW Karcham Wangtoo Hydroelectric Project in Himachal Pradesh; (ii) Construction of Sewer System including replacement of old sewer raising main at Parikarma Marg at Varindavan, Distt. Mathura, Uttar Pradesh. 1.1.2 Prequalification�s / Bids Under submission Your company is preparing Prequalification�s/ Bids to participate in the tenders for the following works : Prequalification�s for : i. 600 MW Tawang � I Hydroelectric Project in Arunachal Pradesh : 1. Lot � 1 : Civil works comprising construction of Barrage, Intake, Desilting Chambers, Silt Flushing Tunnels, Part Head Race Tunnel upto RD 1529m; 2. Lot � 2 : Head Race Tunnel from RD 1529m to RD 13950m; and 3. Lot � 3 : Civil works comprising Surge Shaft, Pressure Shaft, Underground Power House, Tail Race System & Pothead Yard & Part of Head Race Tunnel from RD 13950m to 13987m ii. Tawang � II Hydroelectric Project in Arunanchal Pradesh : 1. Lot � 1 : Civil works for construction of Diversion Tunnel, Barrage, Intake, Desilting Chambers, Silt Flushing Tunnels, Part Head Race Tunnel upto RD 1944m; 2. Lot � 2 : Civil works for construction of Head Race Tunnel from RD 1944m to RD 15947m; and 3. Lot � 3 : Civil works comprising Surge Shaft, Pressure Shaft, Underground Power House, Tail Race System & Pothead Yard & Part of Head Race Tunnel from RD 15947m to 15989m. iii. Teesta-IV Hydroelectric Project in Sikkim: 1. Lot � 1 : Construction of all Civil works comprising of Diversion Tunnel, Coffer Dam, Concrete Gravity Dam, Intake Structure and Diversion Tunnel Gates & Hoists, Desilting Chambers, Head Race Tunnels upto RD 1780m; and 2. Lot � 2 : Construction of all Civil works comprising Head Race Tunnels (from RD 1780 onwards), Adit 2, Surge Shafts, Pressure Shafts, Underground Power House, Transformer Hall, Tail Race Tunnels and Pothead Yard etc. 1.1.3 Your Company has also submitted Application for Prequalification for balance work related to Concrete Dam, Diversion works, Intake and 1.35 Km HRT of Vyasi Hydroelectric Project, District Dehradun, Uttarakhand and is expected to be qualified for the Project. 1.1.4 New Contracts During the year reported, your Company was awarded the following contracts : (i) Construction of Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydro-mechanical works and Highway Tunnel (Contract Package C-1) of Punatsanchhu � II Hydroelectric Project, Bhutan. The contract value of the work awarded to your Company is Rs. 1,224 Crores. (ii) Construction of Head Race Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tail Race Tunnel including Hydro-Mechanical works (Contract Package C-3) of Punatsanchhu�II Hydroelectric Project, Bhutan, awarded to JAL at a contract price of Rs. 856 Crores. (iii) Construction of Diversion Tunnel, Dam, Spillway & Coffer Dams, Intake Structure, Intake Tunnels, Branch HRT, Silt Flushing Tunnels, Vertical Shaft and 2 nos. Desilting Chambers (Contract Package-C-1) of Mangdechhu Hydroelectric Project, Bhutan, awarded to JAL at a contract price of Rs. 597 Crores. (iv) Construction of Surge Shaft, 2 nos. Pressure shafts, Bifurcation Pressure shafts, cable cum ventilation tunnel, Underground power house & transformer caverns including bus duct, pothead yard , TRT, branch tunnel & outlet portals for TRT (Contract Package- C-3) of Mangdechhu Hydroelectric Project awarded to JAL at a contract price of Rs. 316 crores. 1.2 Works in Progress Status of works being executed by the Company on different Projects is given below: Sl. Name of the Project Location of Contract Nature of Value No. under Execution the Project Price (Base Project of work Value) comple ted (Rs. in crores) as on 31.03. 2012 (Rs.in crores) Works pertaining to : 1. Sardar Sarovar Gujarat 526 Power 465 (Narmada) Project Generation (1200 MW) 2. Baglihar �II HEP Jammu & 504 Power 172 Kashmir (Revised) Generation 1 (450 MW) 3. Turnkey construction Andhra 1,925 Irrigation 821 of Srisailam Left Pradesh Tunnels Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project 4. Yamuna Expressway Uttar 6,000 Expressway 5,778 [earlier known as Pradesh Project Taj Expressway] (NCR) (six lane165 km) connecting Noida & Agra and related activities 5. Zirakpur-Parwanoo Punjab, 656 Highway 650 Highway From Km Haryana & (Revised) Project 39.860 to Km 67.000 Of Himachal NH - 22 on BOT basis Pradesh 6. Ganga Expressway Uttar 30,000 Expressway - (Eight lane & 1,047 Pradesh Project km long) connecting Greater Noida & Ballia and related activities Works pertaining to : 7. Civil and Structural Jharkhand 101 Cement 95 work, Residential Project Complex, Mechanical fabrication and erection and electrical fabrication, erection and installation for Grinding Plant at Bokaro of Bokaro Jaypee Cement Limited. 8. Widening and Uttar 32 Road and 16 facelifting of Pradesh Bridge works Varindavan Parikarma Marg and construction of Kesi Ghat Bridge on Varindavan Parikarma Marg 9. Construction of Bhutan 1224 Power 28 Diversion Tunnel, Generation Dam, Intake and (990 MW) Desilting Arrangement including Hydro- mechanical works and Highway Tunnel (Contract Package C-1) of Punatsanchhu - II Hydroelectric Project, Bhutan 10. Construction of Head Bhutan 856 Power 11 Race Tunnel (from Generation Surge Shaft end), Surge (990 MW) Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tail Race Tunnel including Hydro- Mechanical works (Contract Package C-3) of Punatsanchhu - II Hydroelectric Project, Bhutan 11. Construction of Bhutan 597 Power Diversion Tunnel, Generation Dam, Spillway & Coffer (720 MW) Dams, Intake Structure, Intake Tunnels, Branch HRT, Silt Flushing Tunnels, Vertical Shaft and 2 nos. Desilting Chambers (Contract Package- C-1) of Mangdechhu Hydrolectric Project. Works pertaining to : 12. Construction of Surge Bhutan 316 Power Shaft, 2 nos. Pressure Generation shafts, Bifurcation (720 MW) Pressure shafts, cable cum ventilation tunnel, Underground power house & transformer caverns including bus duct, pothead yard ,TRT, branch tunnel & outlet portals for TRT (Contract Package- C-3) of Mangdechhu Hydrolectric Project. Projects being Executed by Jaiprakash - Gayatri Joint Venture 1. Polavaram Project Andhra 301 Irrigation 164 Right Main Canal Pradesh Canal Package - 4 2. Veligonda Feeder Andhra 343 Irrigation 235 and Teegaleru Pradesh (Revised) Canal Canal Project-2 3. Rajiv Sagar Lift Andhra 282 Lift 144 Irrigation Project Pradesh Irrigation (Dummugudem) Project 4. GNSS Main Andhra 112 Irrigation Canal from km. Pradesh Canal 119.000 to km 141.350 including construction of CM & CD works Total 43,7751 3,360 MW 8,5791 The progress of work on all the 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:- 2011-12 2010-11* (MT) (MT) Cement Production (MT) 13,341,389 14,675,679 Clinker Production (MT) 9,808,903 11,529,728 Cement and Clinker Sale (MT) 14,126,107 15,094,616 (including Self-Consumption) * Figures for the FY 10-11 also include the figures of the hived off undertakings. As already stated, your Company hived off part of its Cement Business to its wholly owned subsidiary, namely, Jaypee Cement Corporation Limited (JCCL) through a Scheme of Arrangement. The operative capacity of the group as a whole is 33.30 MTPA and the capacity under implementation is 2.75 MTPA. The above would take the Group''s total capacity to 36.05 MTPA by 2013 including JV capacity. On completion, this will make Jaypee Group the 3rd largest Cement producing group in India. The implementation of the on-going Projects is progressing satisfactorily. Zone-wise operating Capacity/Capacity under implementation and Captive Power Plant Capacity in the Cement Division of the Company are as under :- JAL CAPACITY ZONE CAPACITY CAPACITY TOTAL CAPTIVE OPERATIVE UNDER THERMAL IMPLEMEN- POWER TATION MTPA MTPA MTPA (MW) CENTRAL ZONE 11.20 1.00 12.20 124 UP ZONE 4.00 1.75 5.75 64 NORTH ZONE 6.20 - 6.20 - EAST ZONE 2.10 - 2.10 - TOTAL 23.50* 2.75 26.25 188 Includes 4.30 MnTPA of two Joint Ventures of the Company with SAIL(JV) JCCL CAPACITY ZONE CAPACITY CAPACITY TOTAL CAPTIVE OPERATIVE UNDER THERMAL IMPLEMEN- POWER TATION 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 33.30 2.75 36.05 313 (JAL INCL JV) & JCCL During the financial year 2011-12, Productivity Indices of the operating units of JAL (except JCCL & JV) were as under: Sl. Indices Lime stone Raw meal Clinker Cement Cement No. Crushing Grinding Production Grinding Despa tch inclu ding clinker sale UNIT (MT) (MT) (MT) (MT) (MT) 1 Jaypee Rewa 3,693,842 3,802,246 2,545,300 2,557,000 2,592,864 Plant, Rewa (MP) 2 Jaypee Bela 2,604,064 2,672,060 1,776,326 2,131,460 2,268,137 Plant, Bela (MP) 3 Jaypee - - - 877,347 885,084 Ayodhya Grinding Operations, Tanda (UP) 4 Jaypee Cement - - - 180,672 180,672 Blending Unit, Sadva Khurd (UP) 5 Jaypee Cement - - - 1,076,579 1,075,131 Grinding Unit, Panipat (Haryana) 6 Chunar - - - 2,029,941 2,038,542 Cement Grinding Unit, Chunar (UP) 7 Dalla Cement 2,964,531 3,050,623 2,030,464 391,173 837,480 Factory, Dalla (UP) 8 Jaypee Sidhi 1,661,716 1,736,891 1,160,440 1,098,830 1,192,401 Cement Plant, Baghwar (MP) 9 Jaypee 3,413,651 3,464,828 2,296,373 58,998 55,484 Himachal Cement Plant - Baga_ 10 Jaypee - - - 1,700,737 1,711,386 Himachal Cement Plant - Bagheri 11 Jaypee - - - 836,859 834,108 Roorkee Grinding Unit 12 Jaypee - - - 520,331 517,700 Sik andrabad Grinding Unit TOTAL 14,337,804 14,726,648 9,808,903 13,459,9 -27 14,188,990 Above figures are inclusive of Trial Run for newly commissioned plants. 2.1 Operational Performance During the year, the Company has successfully commissioned its Grinding Unit at Baga, Himachal Pradesh (1.50 MTPA). The Company has also commissioned a slag based cement plant of 2.10 MTPA capacity, in joint venture with Steel Authority of India Ltd. at Bokaro, Chattisgarh. 3.0 HOTELS DIVISION The Hotels Division of the Company has 5 five-star luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and shortly new valley view 45 rooms shall be added to its inventory. Jaypee Greens Golf & Spa Resort, Greater Noida is a prestigious & Luxury Resort with 170 state-of-the art rooms overlooking the Championship 18 hole Greg Norman Golf Course. India''s first world renowned Six Senses Spa at the Resort shall soon be operational. Internationally our Sales and representative offices in Tokyo, Japan and UAE are promoting our latest offering Jaypee Greens Golf & Spa Resort in Far East and Middle East markets and also creating awareness about other Jaypee Hotels properties. Jaypee Greens Golf & Spa Resort has emerged as a destination of choice for people who are looking for a product and standards of international quality in Noida and Greater Noida. The Company has India''s first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course. This Golf Course was conferred with the prestigious BEST TOURISM FRIENDLY GOLF COURSE award by the MINISTRY OF TOURISM, Govt. of India. Atlantis-The Club, an integrated sports complex located at Jaypee Greens offers World Class sporting events & tournament facilities, rooms & conference facilities. Jaypee DelCourt, Town Centre offers 27 well appointed rooms and 36 service apartments for corporate entrepreneurs, expats, business and leisure stays. Jaypee Greens Golf & Spa Resort, Atlantis-The Club & Jaypee Del Court hosted the Formula One Management, Drivers of F-1 Race and other renowned celebrities from across the world during the Formula-1 and related events in October, 2011. On the opening of Yamuna Expressway, we expect a change in the travel pattern of international and domestic tourists, who are moving into and out of Agra from Delhi NCR whereby properties at Greater Noida would surely benefit. 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 (HACCP). It is the endeavour of the Company to tirelessly strive to maintain befitting growth rate in the hotel business and keep the staff and executives of the hotel well motivated and enthusiastic for facing new challenges emerging from the changing tastes of different segments of tourists and travelers and to establish a distinct niche in the hotel industry. The Company is confident to achieve better quotient of customers'' satisfaction and to achieve higher growth coupled with optimization of the resource utilization. Keeping in view the performance and future prospects of the Hospitality Sector, the business of the hotel division is poised for sustained growth and the outlook is bright. 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, Town Centre, etc. The project has received an overwhelming response from investors. Japyee 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 further consolidated its position in Luxury Apartments � Jaypee Greens Boomerang Residencies and Jaypee Greens Pebble Court. Your company also launched Commercial Space � Jaypee Chambers and Residential Apartments � Jaypee Greens Garden Isles. 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. This project also comprises 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. Last year, Phase II of the project was launched with 2/3 BHK apartments which received a very encouraging response from customers. 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 India''s first International Motor racing track, International standard cricket stadium, a 15.7 kms long green boulevard and much more. Your company successfully hosted the India''s First F1 race in October, 2011 and next F1 race is scheduled for October, 2012. The development of Sports City, inter-alia, comprises 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. During the year, Residential Plotted Development Jaypee Greens � Yamuna Vihar was successfully launched. Commercial Space � Jaypee Square (Shop-Cum-Office) was a great success too. High Rise Apartments, Jaypee Greens - The Kove - introduced last year continues to do well and received excellent response. A new product comprising residential plots of Jaypee Greens - Country Homes II - has been recently introduced in the market. The plotted development is set amidst a healthy and pollution-free neighborhood with numerous facilities like a chip & putt Golf course, various themed gardens, children play areas, etc. Work on all these projects being developed & marketed by your Company is progressing satisfactorily. DIVERSIFICATION 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), which was fully commissioned on 31st March, 2008. 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 91.26 Mn units and Rs. 35.57 crores against 78.8 Mn units and Rs. 29.81 crores respectively in the year 2010-11. 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. 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 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). 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. Report on compliance of conditions mentioned in Stage -1 Forest Clearance was submitted to MoEF who made some observations and desired preparation of Wild Life Conservation Plan. The matter is actively being pursued for early preparation of the above plan for approval of MoEF. Once final clearances from MoEF and Forest are received, this JVC shall start mining of coal. The second JVC viz MPJCL is in advance stage of mine development with various clearances from the concerned authorities in place. The third JVC viz MPJCFL has received various clearances for mine development and remaining clearance are under consideration with the government authorities. C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH 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 and is becoming popular as a good substitute of conventional fuel in the industry located around Chandigarh. D. DIVERSIFICATION INITIATIVES Company''s other diversification initiatives include setting- up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, Fertilizer business and Aviation project. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries. SUBSIDIARIES During the year under report, your Company had following 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 (w.e.f.30.08.2011) 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 Fertilizers & Industries Limited 18. Himalayaputra Aviation Limited (w.e.f. 23.07.2011) Accordingly, the accounts of 18 subsidiaries have been consolidated with the accounts of your Company. The status of the aforesaid subsidiaries is as under: POWER AND RELATED BUSINESS 1. JAIPRAKASH POWER VENTURES LIMITED (JPVL) OPERATIONS The Company now has three operative Hydro-Electric Power Plants, namely, i) 300 MW Jaypee Baspa-II Hydro-Electric Power Plant in Himachal Pradesh; ii) 400 MW Jaypee Vishnuprayag Hydro-Electric Power Plant in Uttarakhand; and iii) 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant in Himachal Pradesh. The Company is also implementing two Thermal Power Projects, namely, i) 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh. ii) 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I of 500 MW shall be fully commissioned in FY 2012-13.) The performance of the Company''s operative Plants, their plant availability and the Energy Generation during the year under report were very good. The Plant Availability and Energy Generation of each of the Plants for the Financial Year from 1st April, 2011 to 31st March, 2012 were as under: Plant Plant Net Saleable Availability Energy Generation (%) (Million Units) BASPA-II (300 MW) 99.97 1221.83 Vishnuprayag (400 MW) 98.58 1889.20 Karcham Wangtoo 99.70 2248.12 (1000MW) NATIONAL AWARDS Baspa-II Hydro Power Plant was conferred with Gold Shield for the year 2009-10 and a Silver Shield for the year 2010- 11, by Ministry of Power, Government of India under the category ''Performance of Hydro Power Stations''. 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 the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited for Steam Generator and Steam Turbine Generator respectively are being received timely. 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, 2012, an amount of approx. Rs. 3776 crore has already been incurred on the Project. 1250 MW JAYPEE BINA THERMAL POWER PLANT Jaypee Bina Thermal Power Plant is located at Village Sirchopi, Distt. Sagar, M.P This 1250 MW coal-based Thermal Power Plant is being implemented in two phases comprising Phase I (2x250 = 500 MW) and Phase II (3x250 = 750 MW). First unit of Phase I i.e. 250 MW is expected to be commissioned by July, 2012 and the second unit of 250 MW in further four to six months. The Company shall supply 70% of the installed capacity for phase-I to Govt. of Madhya Pradesh / MP Power Trading Corporation Ltd. (MPPTCL) in terms of the Power Purchase Agreement executed with them and balance of installed capacity will be sold on merchant power basis. An amount of around Rs. 2700 crores has already been spent upto 31st March, 2012 in this project. DIVERSIFICATION TO SET-UP CEMENT GRINDING UNITS IN JPVL With a view to optimally utilize the fly ash that would be generated by the thermal power plants being set up by JPVL at Nigrie and Bina, it has decided to set-up two cement grinding & blending units, as per details given below : i) 4 MTPA Cement Grinding & Blending Unit at Jaypee Nigrie Thermal Power Project. ii) 2 MTPA Cement Grinding & Blending Unit at Jaypee Bina Thermal Power Plant. 2. JAYPEE ARUNACHAL POWER LIMITED (JAPL) Jaypee Arunachal Power Limited (JAPL), a wholly-owned subsidiary of 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, investigations, land acquisition and seismic data collection are in progress. JAPL is in the process of obtaining clearance from the Ministry of Environment and Forest. For 500 MW Hirong Hydro-electric Project, Detailed Project Report has been submitted to Central Electricity Authority and is in advance stage of concurrence. While an amount of around Rs. 206 crore has been spent on the 2700 MW Lower Siang Hydro-Electric Project till 31st March, 2012, around Rs. 28 crore has been spent on 500 MW Hirong Hydro-Electric Project till 31st March, 2012. 3. JAYPEE POWERGRID LIMITED (JPL) 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 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 to Abdullapur and LILO of existing Baspa-Jhakri Double circuit line. Transmission system was commissioned on 6th March, 2012 and has been put under commercial operations w.e.f. 1st April, 2012. Pending capitalization, capital expenditure as on 31st March, 2012 was Rs. 976 crore. 4. SANGAM POWER GENERATION COMPANY LIMITED (SPGCL) SPGCL was acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, for implementation of 1980 MW (3x660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land was executed but physical possession was yet to be handed over. In view of order dated 13th April, 2012 of Hon''ble High Court of Judicature at Allahabad, quashing the notification issued by the Government of Uttar Pradesh for acquisition of land, further implications are being examined by the State Government/ Company. 5. PRAYAGRAJ POWER GENERATION COMPANY LIMITED (PPGCL) PPGCL which was acquired by Jaiprakash Power Ventures Limited from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh. All Statutory/Regulatory approvals required for the current stage of the project are in place. Financial Closure for entire debt of Rs. 8085 Crore has been achieved. The supplies from BHEL for Boiler, Turbine and Generator are in progress and the works on the project are progressing satisfactorily. An expenditure of approx. Rs. 2622 Crores has been incurred on the project till 31st March, 2012. 6. JAYPEE MEGHALAYA POWER LIMITED (JMPL) JMPL was incorporated by Jaiprakash Power Ventures Limited (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 Build, Own, Operate and Transfer(BOOT) 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 works on the project are in initial stages. An amount of around Rs. 5.80 crore has been spent on Kynsi-II Hydro- electric Power Project and Rs.1.35 crore on Unmgot Hydro- Electric Power Project till 31st March, 2012. CEMENT BUSINESS 7. BHILAI JAYPEE CEMENT LIMITED (BJCL) The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL, at Satna and grinding plant at Bhilai are functionally capable of producing at more than the respective rated capacities. However, the grinding plant had been perennially facing shortage of slag due to lesser supply from Bhilai Steel Plant (BSP) than committed under the long-term agreement. Resultantly, there had been significant shortfall in production than planned. The production at the clinkerisation plant, being inter-linked with the production at the grinding plant, has also been facing problem due to restricted outflow of clinker and during the year this plant had to be shut down for two months for large accumulation of clinker stock. The matter regarding augmentation of slag supply is under constant persuasion with SAIL. 8. BOKARO JAYPEE CEMENT LIMITED (BOJCL) On completion of project activities, the Grinding Unit of the Company, a joint venture between JAL & SAIL, at Bokaro, Jharkhand has been timely and successfully commissioned. Despatch of cement has also started from this unit from June 2011. Though a new entrant in the field, with a good brand image, the Company''s product has been well accepted in the market as a premium product. The cost of the Project, initially estimated at Rs. 405 crores plus a contingency of 10% (Rs.40.50 crores) i.e. Rs. 445.50 crores, has escalated to Rs. 495 Crores for various factors, beyond control of the Company. Funding towards the Project Cost up to Rs. 445.50 crore has been financed in terms of the Shareholders'' Agreement (SHA) executed between JAL and SAIL. The project cost beyond Rs. 445.50 crore has been financed by JAL through cash contributions made from time to time. 9. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL) GJCIL, is a Joint Venture between JAL and Gujarat Mineral Development Corporation Limited (GMDC), inter-alia, to implement a 2.4 Million tonnes per annum capacity cement plant in District Kutch, Gujarat. GJCIL requires approximately 484 hectares of land for setting up the Project. The land identified for the Project comprises 27 hectares of Private land and 457 hectares of Government land. Major part of Private land (22 hectares) has been purchased by GJCIL. However, pending approval and issue of the new Jantri for fixing the rates for valuation of Government land by the Government of Gujarat, the Government land is yet to be acquired by GJCIL. The matter is under active and close persuasion with the State Government. Further activities on Project implementation shall commence after acquisition of Government land. 10. JAYPEE CEMENT CORPORATION LIMITED (JCCL) JCCL, a wholly owned subsidiary of your Company, is setting up an integrated cement plant with 3.0 Mn tpa cement grinding capacity alongwith 26 MW captive power plant at estimated project cost of Rs.1400 Crores at Shahabad Distt., Gulbarga, Karnataka. The project is scheduled to be commissioned by September 30, 2013. As stated earlier in this Report, the five undertakings of your Company, viz., South Cement Plant, West Cement Plant, Asbestos Sheet Plants, Foundry and Heavy Engineering Works, stood hived off into JCCL w.e.f. April 1, 2011. With a view to unlock the shareholders'' value, JCCL is now looking for a strategic investor and is also considering other options of restructuring its cement business. 11. JAYPEE ASSAM CEMENT LIMITED (JACL) For the purpose of setting up a 2 Million Ton per annum 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. The indicative estimate of the Project Cost is Rs.1050 Crores with a debt equity ratio of 70 : 30. Project Status Pending incorporation of JACL, 750 bighas of land was allotted to JAL in January, 2011 by Dima Hasao Autonomous Council in the vicinity of AMDC land on 30 years'' lease. On payment of necessary premium amount, an agreement in this regard has been executed between Dima Hasao Autonomus Council and your Company (JAL). Formal agreement for transfer of this land to JACL shall be executed among JAL, Dima Hasao Autonomous Council and JACL in due course. Government of India, Ministry of Environment & Forest (MoEF) has, vide its letter F. No. J-11011/420/2011-1A-II(I) dated October 13, 2011, prescribed Terms of Reference for preparation of EIA/EMP Report for the proposed 2 MTPA Cement plant and 35 MW Captive Power Plant. The Company had deployed necessary resources for expeditious collection of data and preparation of EIA/EMP Report for submission to MoEF. However, due to adverse security situation resulting in loss of precious human life after abduction of one of the senior executives of the Company, all project activities had to be suspended since mid-January 2012. EXPRESSWAYS AND RELATED BUSINESS 12. JAYPEE INFRATECH LIMITED (JIL) The construction of Yamuna Expressway, as on 31st March, 2012 was complete as far as the Earth work, Culverts, Vehicular Underpasses and Minor Bridges Interchanges and Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC). Though the Concession Agreement envisaged the completion of the Expressway by April, 2013, but the Project is expected to achieve commercial operations by June, 2012. JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. in five different locations along the Yamuna Expressway - one in Noida, two in District Gautam Budh Nagar (part of NCR) and one each in District Aligarh & District Agra, Uttar Pradesh. JIL has fully developed its land parcels at Noida and Mirzapur and has sold 109 lac sq. feet area during Financial Year 2011-12 and plans to sell 184 lac sq. feet area during 2012-13. 13. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL) JGICL was incorporated as a wholly-owned subsidiary of Jaiprakash Associates Limited for implementation of the Ganga Expressway Project consisting of the prestigious 1047 km long 8-lane Access-Controlled Expressway 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, the Government of Uttar Pradesh agreed to return the Bank Guarantee on the condition that Company would revive the Bank Guarantee, when called upon after the project gets Environmental Clearance. 14. HIMALYAN EXPRESSWAY LIMITED (HEL) 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 construction of Plain Section of 17.4 km (fourteen lane toll plaza) and 10.19 km By-pass section has been completed and the project stands successfully commissioned. HEL has started collecting the toll w.e.f. 6th April, 2012. The project was formally inaugurated and dedicated to the Nation on 19th April, 2012 in the presence of Dr. C.P.Joshi, Hon''ble Union Minister, Ministry of Road Transport and Highways, Ms.Kumari Selja, Hon''ble Union Minister, Ministry of Culture and Ministry of Housing & Urban Poverty Alleviation, Shri Bhupinder Singh Hooda, Hon''ble Chief Minister of Haryana, Shri SP Singh Badal, Hon''ble Chief Minister of Punjab and official representative of Prof. Prem Kumar Dhumal, Hon''ble Chief Minister of Himachal Pradesh. 15. JAYPEE AGRA VIKAS LIMITED (JAVL) 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. During the year under report, there has not been any significant progress on the project due to non fullfilment of the ''Conditions Precedent to the Agreement'' viz. handing over of 90% of ROW land to the Company by December 31, 2011, by Agra Development Authority. SPORTS AND RELATED BUSINESS 16. JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL) JSIL was incorporated on 20th October, 2007. The Company 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. The Motor Race Track known as Buddha International Circuit (BIC) was completed well in time and the Company 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: Best Promoter of the Year � FIA award, Man of the year � BBC Top Gear & Man''s World, Motor Sport Award of the Year � CNBC TV Award, Motorsport Award of the Year � Economic Times Zigwheels Award, Best Motorsport Facility � Autotrack Motorsports Award etc. BIC has successfully conducted various events national and international during November, 2011 to April, 2012. BIC is focusing on generation of revenue by placing BIC as one stop destination for Exhibition, concerts, product launches and other promotional activities besides having its regular Indian Grand Prix, next F1 race having been scheduled for October, 2012. The Company has also made significant progress in development of non core area planned for group housing, plots, multi storey flats, commercial area, institutional, road, open space and other social activities. FERTILIZER AND RELATED BUSINESS 17. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL) JFIL was incorporated as a wholly owned subsidiary of Jaiprakash Associates Limited to undertake the business of fertilizers and chemicals. The Company is participating as a strategic investor in the Rehabilitation Scheme (Scheme) of Fertilizer Undertaking of Duncans Industries Ltd. (DIL) which has been approved by the Board of Industrial & Financial Reconstruction (BIFR) vide its Order dated 16th January, 2012. Pursuant to the Scheme, the said fertilizer undertaking stands vested in Kanpur Fertilizers & Cement Ltd. in which your Company is making investments through Jaypee Uttar Bharat Vikas Pvt. Ltd. (JUBVPL). JUBVPL is a joint venture company (with equal equity participation) of your Company and ISG Traders Ltd., an investment arm of DIL. AVIATION BUSINESS 18. HIMALAYAPUTRA AVIATION LIMITED (HAL) HAL was incorporated as a wholly-owned subsidiary on July 23, 2011 under the Companies Act, 1956, pursuant to the Shareholders'' approval accorded on July 19, 2011, to undertake the civil aviation business. It obtained the Certificate for Commencement of Business on July 28, 2011. The Company has obtained initial NOC from Ministry of Aviation to operate Non-Scheduled Air Transport Services and is taking proactive steps to acquire flying machines, other assets and manpower for its business operations. 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, 2012 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 at any point of time. 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 bright future. OUTLOOK 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. DIRECTORATE During the period under report, Dr. J.N. Gupta, Independent Director, resigned from the Directorship of the Company and consequently ceased to be a Director of the Company w.e.f. February 14, 2012. Further, Shri M.S. Srivastava, Director resigned from the Directorship of the Company w.e.f. May 25, 2012. The Board placed on record its appreciation for the valuable contribution of Dr. J.N. Gupta and Shri M.S. Srivasatava during their tenure as Directors of the Company. Ms. Homai A. Daruwalla has been appointed as Additional Director of the Company w.e.f. February 14, 2012. Ms. Homai A. Daruwalla is an Independent Director on the Board of the Company. Necessary proposal for her appointment as Director of the Company has been included in the Notice of the Annual General Meeting for your approval. S/Shri S. K. Jain, Ranvijay Singh, R. N. Bhardwaj, B.K. Taparia and S.C. Bhargava 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. DEPOSITS Fixed deposits received from the shareholders and the public as on March 31, 2012 stood at Rs. 2061.70 Crores. Deposits of Rs. 9.53 Crores due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2012, most of which were subsequently claimed/renewed. 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, 2012 are annexed and form an integral part of this Report. NOTES ON ACCOUNTS The observations of Auditors and Notes on Accounts are self- explanatory. AUDITORS 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 re-appointed to conduct the Secretarial Audit for the financial year 2011-12. The Secretarial Audit Report for the financial year ended March 31, 2012 forms part of the Annual Report. Cost Auditors: For the financial year 2011-12, the Board of Directors of the Company had re-appointed, on the recommendation 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 the Cement products pertaining to various units of the Company. Their appointment was approved by the Central Government. In terms of The Companies (Cost Audit Report) Rules, 2011 the cost audit report relating to Cement Plants of the Company, for the financial year ended March 31, 2011, had been filed within the due date, on September 27, 2011 with the Cost Audit Branch of the Ministry of Corporate Affairs. For the financial year 2012-13, the Board of Directors of the Company have appointed, on the recommendation of the Audit Committee, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts relating to the products ''Cement & Clinker'' and ''Wind Power''. CORPORATE GOVERNANCE 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. EMPLOYEE RELATIONS 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, 2012 : i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; 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, 2012 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 irregularities; iv) that the Directors had prepared the annual accounts on a going concern basis. ACKNOWLEDGEMENT 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 May 30, 2012 Executive Chairman

Source : Dion Global Solutions Limited

Quick Links for jaiprakashassociates

Corporate Action
Board Meetings
AGM/EGM
Bonus
Rights
Splits
Dividends

Peer Comparison
Competition
Price
Price Performance
Market Cap
Net Sales
Net Profit
Total Assets
Historical Prices
Price of Jaiprakash%20Asso on previous budgets

Related Searches jaiprakashassociates Stock Price, Jaiprakash%20Asso Stock Quote, Jaiprakash%20Asso Results , Jaiprakash%20Asso News .. More »

Follow moneycontrol.com

Facebook Twitter RSS Wap SMS SMS Alert iPad iPhone Blackberry OVI Android Window

Explore Moneycontrol

Stocks A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others

Mutual Funds A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z

Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.