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.
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
Tax in Earlier Years
reversed (0.14) 287.96 (14.09) 586.73
Profit after Tax 1026.38 1167.78
- Profit brought
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
Previous Year - 640.19 0.11 777.76
- Tax on proposed
Dividend Reversed 9.37 -
- Final Dividend
Company is sole
beneficiary) 7.57 16.94 10.22 10.22
- Interim Dividend - 85.06
- Interim Dividend
from Trusts - (7.57)
- Proposed Final
Dividend 106.32 85.06
- Tax on Proposed
Final 17.25 123.57 13.80 176.35
Balance carried to
Balance Sheet 3148.48 2868.92
Per Share [Face
value Rs. 2 per share]
Extraordinary Items 4.83 5.49
Per Share [Face
value Rs. 2 per Share]
before / after
Extraordinary Items 4.64 5.27
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
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
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
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.
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
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
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
(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.
(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
1.2 Works in Progress
Status of works being executed by the Company on different Projects is
Sl. Name of the
Project Location of Contract Nature of Value
Execution the Project Price (Base Project of work
crores) as on
Works pertaining to :
1. Sardar Sarovar Gujarat 526 Power 465
(Narmada) Project Generation
2. Baglihar –II HEP Jammu & 504 Power 172
Kashmir (Revised) Generation
1 (450 MW)
construction Andhra 1,925 Irrigation 821
of Srisailam Left Pradesh Tunnels
Bank Canal Tunnel
Head Regulator etc.
of Alimineti Madhava
Expressway Uttar 6,000 Expressway 5,778
[earlier known as Pradesh Project
Taj Expressway] (NCR)
(six lane165 km)
& Agra and related
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
Works pertaining to :
7. Civil and
Structural Jharkhand 101 Cement 95
Bokaro of Bokaro
8. Widening and Uttar 32 Road and 16
facelifting of Pradesh Bridge works
of Kesi Ghat
9. Construction of Bhutan 1224 Power 28
Diversion Tunnel, Generation
Dam, Intake and (990 MW)
and Highway Tunnel
Punatsanchhu - II
of Head Bhutan 856 Power 11
end), Surge (990 MW)
House and Tail
11. Construction of Bhutan 597 Power
Diversion Tunnel, Generation
& Coffer (720 MW)
HRT, Silt Flushing
Shaft and 2 nos.
Works pertaining to :
of Surge Bhutan 316 Power
Shaft, 2 nos.
Bifurcation (720 MW)
house & transformer
branch tunnel &
for TRT (Contract
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
3. Rajiv Sagar Lift Andhra 282 Lift 144
Irrigation Project Pradesh Irrigation
4. GNSS Main Andhra 112 Irrigation
Canal from km. Pradesh Canal
119.000 to km
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
The production and sale of Cement/ Clinker during the year, as compared
to the previous year, are as under:-
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
* Figures for the FY 10-11 also include the figures of the hived off
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
Zone-wise operating Capacity/Capacity under implementation and Captive
Power Plant Capacity in the Cement Division of the Company are as under
ZONE CAPACITY CAPACITY TOTAL CAPTIVE
OPERATIVE UNDER THERMAL
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)
ZONE CAPACITY CAPACITY TOTAL CAPTIVE
OPERATIVE UNDER 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 33.30 2.75 36.05 313
(JAL INCL JV) &
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
UNIT (MT) (MT) (MT) (MT) (MT)
1 Jaypee Rewa 3,693,842 3,802,246 2,545,300 2,557,000 2,592,864
2 Jaypee Bela 2,604,064 2,672,060 1,776,326 2,131,460 2,268,137
3 Jaypee - - - 877,347 885,084
Cement - - - 180,672 180,672
Cement - - - 1,076,579 1,075,131
6 Chunar - - - 2,029,941 2,038,542
Cement 2,964,531 3,050,623 2,030,464 391,173 837,480
8 Jaypee Sidhi 1,661,716 1,736,891 1,160,440 1,098,830 1,192,401
9 Jaypee 3,413,651 3,464,828 2,296,373 58,998 55,484
10 Jaypee - - - 1,700,737 1,711,386
Cement Plant -
11 Jaypee - - - 836,859 834,108
12 Jaypee - - - 520,331 517,700
TOTAL 14,337,804 14,726,648 9,808,903 13,459,9
* Above figures are inclusive of Trial Run for newly commissioned
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
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.
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
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
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.
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
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
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)
The Company now has three operative Hydro-Electric Power Plants,
i) 300 MW Jaypee Baspa-II Hydro-Electric Power Plant in Himachal
ii) 400 MW Jaypee Vishnuprayag Hydro-Electric Power Plant in
iii) 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant in
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
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
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
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
ii) 2 MTPA Cement Grinding & Blending Unit at Jaypee Bina Thermal Power
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
For 500 MW Hirong Hydro-electric Project, Detailed Project Report has
been submitted to Central Electricity Authority and is in advance stage
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
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
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
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
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,
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
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.
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
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
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
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,
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
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
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.
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
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.
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, 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
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-
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.
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.
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''.
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
The Company is complying with the Corporate Governance norms laid down
in Clause 49 of the Listing Agreement. 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 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
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
iv) that the Directors had prepared the annual accounts on a going
Your Directors wish to place on record their appreciation for and
gratitude to various Departments and Undertakings of the Central and
State Governments, Industrial Development Bank of India, The Life
Insurance Corporation of India, General Insurance Corporation of India
and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited,
Export-Import Bank of India and Consortium of Banks and valued
customers, for their valuable support and co-operation.
Your Directors also wish to place on record their appreciation of the
wholehearted and continued support extended by the Shareholders and
Investors, which had always been a source of strength for the Company.
On behalf of the Board
May 30, 2012 Executive Chairman