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Jaiprakash Associates Directors Report, Jaiprakash Asso Reports by Directors
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Jaiprakash Associates
BSE: 532532|NSE: JPASSOCIAT|ISIN: INE455F01025|SECTOR: Infrastructure - General
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Download Annual Report PDF Format 2013 | 2011 | 2010
Directors Report Year End : Mar '14    « Mar 13
The Members,
 
 The Directors of your Company are pleased to present the 17th Annual
 Report together with the Audited Accounts of the Company for the year
 ended March 31, 2014.
 
 WORKING RESULTS
 
 The working results of the Company for the year under report are as
 under:- 
 
                                                     ( Rs. in crore)
 
 Financial year ended                       31.03.2014    31.03.2013
 
 Gross Revenue                               13,327.02     13,514.41
 
 Profit before Interest,                      3,865.77      3,488.23
 
 Depreciation & Tax
 
 Less: Finance Costs                          2,752.07      2,011.35
 
 Less : Depreciation                            773.55        726.13
 
 Profit before Tax                              340.15        750.75
 
 Less : Provision for Tax
 Current Tax                         44.72             139.17
 
 Deferred Tax                      (118.46)            128.95
 
 Excess Provision for Income          -          73.74 (18.65) 249.47
 
 Tax in Earlier Years reversed
 
 Profit after Tax                               413.89         501.28
 
 Add :
 
 Profit brought forward from                  4,260.46       3,148.48
 Previous Year
 
 Profit available for 
 appropriation                                4,674.35       3,649.76
 
 Less : Transferred to :
 Debenture Redemption                 -                  7.65
 
 Reserve t General Reserve            -         -       51.00   58.65
 
 Add :
 
 Provision for Dividend             18.00                9.37
 
 Distribution Tax written -back 
 Final Dividend Transferred          9.47                9.47
 from Trusts (in which
 Company is sole beneficiary)
 
 Transfer from Reserve for            -                779.46
 Premium on FCCBs 
 
 Transfer from Debenture           259.30     286.77     -      798.30
 
 Redemption Reserve Less: 
 Dividend
 
 Proposed Final Dividend              -                110.95
 
 Tax on Proposed Final                -        -        18.00   128.95
 
 Dividend
 
 Balance carried to Balance 
 Sheet                                      4,961.12          4,260.46
 
 Basic Earning Per Share [Face                  1.87              2.34
 value Rs. 2 per share] before/
 after Extraordinary Items 
 in Rupees
 
 Diluted Earnings Per 
 Share [Face                                    1.94              2.29
 value Rs. 2 per Share] before 
 / after Extraordinary Items 
 in Rupees
 
 In line with its publically stated policy, your Company remains
 focussed and committed on reduction of debt through sale of some of its
 assets, to deleverage its Balance Sheet and enhance shareholders''
 value. The details of steps taken in this regard are given elsewhere in
 this Report.  The Restructuring Committee, which includes two of the
 Independent Directors on the Board continues to consider various
 options to achieve the aforesaid objectives.
 
 DIVIDEND
 
 Keeping in view the need to conserve the resources of the Company, the
 Board has decided not to recommend any dividend for the financial year
 2013-14.
 
 CHANGES IN SHARE CAPITAL
 
 During the year under report, there is no change in the Paid up Share
 Capital of the Company and the same stood at Rs. 4,438,167,118 divided
 into 2,219,083,559 Equity Shares of Rs. 2 each as on March 31, 2014.
 
 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
 
 The Company has presently only one series of outstanding FCCBs i.e.
 FCCB-IV issued on September 7, 2012 (total size USD 150 million) due
 date September 8, 2017 with an outstanding size of USD 110.40 million.
 
 The particulars about conversion, outstanding amount, coupon, listing
 etc. of all past and present FCCBs are detailed in para 27 of the
 Corporate Governance Report forming part of this Report.
 
 EMPLOYEE STOCK PURCHASE SCHEME
 
 As the Members are aware, Jaypee Group ESPS, 2009 Trust was created
 in 2009 for administering the Stock Purchase Scheme of the Company
 namely Jaypee Employee Stock Purchase Scheme, 2009 for the ultimate
 benefit of the employees (including Directors) of the Company and its
 subsidiaries.
 
 In terms of the Scheme, the Company issued and allotted 1.25 Crores
 Equity Shares of Rs.2 each @ Rs. 60 per share (including premium of Rs. 58
 per share) to the said Trust on December 14, 2009. The said Trust was
 also allotted 62,50,000 Equity Shares as Bonus Shares on its holding,
 in terms of the Bonus Issue made by the Company December 19, 2009.
 
 Since inception, the ''Jaypee Group ESPS, 2009 Trust'' has allocated/
 transferred Equity Shares to the eligible persons under the scheme, as
 under:
 
 Particulars        No. of    No. of original  No. of Bonus   Total no.
                    Eligible   Shares           Shares        of shares
                    Persons   (excluding                     (including
                               Bonus)                           Bonus)
 
 Total Shares                  12,500,000      6,250,000     18,750,000
 available under
 ESPS Scheme
 
 Trasferred/         8,032     11,263,706      5,631,852     16,895,558
 allocated during
 2010-11
 
 Trasferred/             4           3550           1775          5,325
 allocated during
 2011-12
 
 Trasferred/             -             -              -             -
 allocated during
 2012-13 &
 2013-14
 
 Balance shares                 1,232,744        616,373      1,849,117
 as on 31.03.2014
 
 During 2013-14, no further shares were allocated/ transferred by the
 Trust.
 
 Thus, a balance of 1,849,117 Equity Shares (including bonus shares) are
 still lying with the Trust for transfer to the eligible persons in due
 course.
 
 It is confirmed that:
 
 (a) there is no employee who has been issued shares in any year
 amounting to 5% or more shares issued during that year; and
 
 (b) there is no employee who is entitled to shares under the Scheme
 equal to or exceeding 1% of the issued capital of the Company.
 
 OPERATIONS
 
 1.0 ENGINEERING DIVISION
 
 1.1.1 Prequalifications / Bids Under submission
 
 During the year, your Company submitted prequalification applications
 for the following Works:
 
 (i) Execution of Civil, Hydro-Mechanical and Electro-Mechanical Works
 of 390MW Kirthai-I Hydroelectric Project in Jammu & Kashmir.  The
 application has been submitted by the Consortium with JAL as lead
 member.
 
 (ii) Diversion Tunnel, Concrete Gravity Dam, Intake, Silt Excluder
 Arrangement, Pressure Shafts, Underground Power House and Tail Race
 Tunnels (Kiru Civil: Lot-1) for 660MW Kiru Hydroelectric Project in
 Jammu & Kashmir.
 
 (iii) Construction of Head Race Tunnels (from RD 1780 onwards), Adit 2,
 Surge Shafts, Pressure Shafts, Underground Power House, Transformers
 Hall, Tail Race Tunnels and Pothead Yard etc. [Teesta- IV : LOT-2] of
 520 MW Teesta Hydroelectric Project (Stage-IV) in the District North
 Sikkim in the State of Sikkim.
 
 (iv) Execution of Agra to Lucknow Expressway (in 5 Packages) in Uttar
 Pradesh
 
 - Agra to Firozabad (village Gurha) (km -1.8 to 0.0 to 53.5) Access
 Controlled Expressway
 
 - Firozabad (village Gurha) to Etawah (village Moonj) (km 53.5 to km
 115.5) Access Controlled Expressway
 
 - Etawah (village Moonj) to Kannauj (village Narmau) (km 115.5 to km
 172.5) Access Controlled Expressway
 
 - Kannauj (village Narmau) to Unnao (village Neval) (km 172.5 to km
 236.5) Access Controlled Expressway
 
 - Unnao (village Neval) to Lucknow (km 236.5 to km 299.5) Access
 Controlled Expressway
 
 (v) Design, Execution and Completion of the Contract Package CP1 Works:
 Expansion of Karkh Sewage Treatment Plant including Operation and
 Maintenance Services during the Defects Notification Period for Baghdad
 Sewerage Facilities Improvement Project in Iraq.
 
 (vi) Design, Execution and Completion of the Contract Package CP2
 Works: Rehabilitation of Pumping Stations (RQ, Kadissiya and PN)
 including Operation and Maintenance Services during the Defects
 Notification Period for Baghdad Sewerage Facilities Improvement
 Project, in Iraq.  and
 
 (vii) Design, Execution and Completion of the Contract Package CP3
 Works: Rehabilitation of Pumping Stations (P5,P2, N3, N2 and TC1)
 including Operation and Maintenance Services during the Defects
 Notification Period Baghdad for Sewerage Facilities Improvement Project
 in Iraq.
 
 1.1.2 Your Company has been prequalified to participate in the tenders/
 bids for the following works:
 
 (i) Construction of Diversion Tunnel, Coffer Dam, Concrete Gravity Dam,
 Intake Structure and Diversion Tunnel Gates and Hoist, Desilting
 Chambers, Head Race Tunnels up to RD 1780m etc. [Teesta-IV : LOT-1] of
 520 MW Teesta Hydroelectric Project (Stage-IV) in the District North
 Sikkim in the State of Sikkim.
 
 (ii) Construction of Civil Works for Dam, River Diversion, Intake,
 Adit-1, HRT upto RD 9500m including Pranmati Nallah Crossing and
 Diversion Tunnel Gates (PACKAGE-I) of 252 MW Devasari Hydroelectric
 Project, District Chamoli, Uttarakhand; and
 
 (iii) Construction of Civil Works of Adits-2, 3 & 4, HRT from RD 9500m
 to RD 17906m, Pressure Shaft, Penstocks, Surge Shaft, Valve House,
 Power House Complex and Tail Race Tunnel (PACKAGE- II) of 252 MW
 Devasari Hydroelectric Project, District Chamoli, Uttarakhand.
 
 2.0 CEMENT DIVISION
 
 Operations
 
 The production and sale of Cement/ Clinker during the year, as compared
 to the previous year, are as under:-
 
                                 2013-14            2012-13
                                  (MT)                (MT)
 
 Cement                         12,870,840         13,523,676
 
 Production (MT)
 
 Clinker                        10,157,991         10,800,353
 
 Production (MT)
 
 Cement and                     14,014,577         14,468,856
 
 Clinker Sale (MT)
 (including Self-
 Consumption)
 
 The total capacity of the Group as a whole is 38.30 MTPA (including
 4.75 MTPA under implementation).
 
 Plant in West Zone with a capacity of 4.80 MTPA is under the process of
 demerger by Jaypee Cement Corporation Limited (JCCL), a wholly owned
 subsidiary of the Company through a Scheme of Arrangement to UltraTech
 Cement Limited, a company of Aditya Birla Group.
 
 Further, the Company has signed an agreement on 24th March, 2014 with
 Dalmia Cement (Bharat) Ltd. for sale of its entire 74% stake
 (9,89,01,000 equity shares owned by it) in Bokaro Jaypee Cement
 Limited, a Joint Venture between the Company (JAL) and Steel Authority
 of India Limited (SAIL), having the Plant with operating capacity of
 2.10 MTPA, which is subject to the approval of SAIL and other requisite
 approvals.
 
 Zone-wise operating Capacity and capacity under implementation of
 Cement and Captive Power Plants in the Cement Division of the Company
 are as under:
 
 3.0 HOTELS DIVISION
 
 The Company owns and operates five luxury hotels in the Five Star
 category, the finest Championship Golf Course, Integrated Sports
 Complex and Town Centre strategically located for discerning business
 and leisure travellers Jaypee Vasant Continental with 119 rooms and
 Jaypee Siddharth with 94 rooms in New Delhi. Jaypee Palace Hotel and
 Convention Centre is the largest property located at Agra with an
 inventory of 341 rooms with luxurious Presedential Suites and Jaypee
 Residency Manor at Mussoorie has 94 rooms with new 45 rooms in Valley
 View Tower overlooking Doon Valley. Jaypee Greens Golf & Spa Resort,
 Greater Noida is a prestigious & Luxury Resort with 170 state of art
 rooms overlooking the Championship 18 hole Greg Norman Golf Course.
 
 Jaypee Greens Golf & Spa Resort hosted several prestigious conferences
 from India and abroad. The Resort hosted the conferences like Asian
 Development Bank Conference 2013 in which Prime Ministers, Deputy Prime
 Ministers and Finance Ministers of various countries participated
 alongwith Heads of the National and International Banks.  ONGC Petronet
 Conference was held in which the Cabinet Ministers and Oil Ministers of
 different countries attended the conference and stayed in the hotel.
 RSSIDC Conference was held for Doctors from all over the world. The
 leaders of the Automobile Industry from all over the world stayed to
 participate in the Auto Expo Mart held at Expo Centre, Greater Noida.
 Besides this, Prestigious car companies like Audi, Mercedes, Porsche,
 Tata Motors etc. organized car launch events and conferences at Jaypee
 Greens Golf & Spa Resort. The Formula One Management, F-1 Race Drivers
 and renowned celebrities from across the world during the Formula-1 and
 related events patronize the world-class services at Jaypee Greens Golf
 & Spa Resort, Atlantis-The Club & Jaypee DelCourt in October, 2013.
 
 Jaypee Palace Hotel and Convention Centre, Agra has been conferred the
 award by Hon''ble Shri Shashi Tharoor, the then Minister of State (Human
 Resource Development) under the category Best Hotel Based Meeting
 Venue at The National Tourism Award 2012-13 by Ministry of Tourism,
 Government of India. The award is aimed to recognize the world class
 hospitality and tourism facilities in India.
 
 Jaypee Hotels being the division of the Company was conferred 2nd Prize
 at the National Energy Conservation Award by Hon''ble President of India
 Shri Pranab Mukherjee in the august presence of Shri Jyotiraditya
 Madhavrao Scindia, the then Minister of State for Power. The award is
 the recognition of the implementation of the energy conservation
 measures with perfection at Jaypee Vasant Continental.
 
 Atlantis-The Club, an integrated sports complex located at Jaypee
 Greens offers world class facilities for International and National
 sporting events & tournaments with rooms & conference halls. Atlantis
 has emerged as Sports Academy Destination. Yuvraj Singh, Cricket for
 Excellence (YSCE), Cricket Academy under the supervision of celebrity
 Mr. Yuvraj Singh conducting coaching for more than 100 students.
 Bhaiching Bhutia Football School (BBFS), the Soccer Academy under the
 supervision of Mr. Bhaiching Bhutia, Former Captain – Indian Soccer
 Team conducting coaching on Soccer.
 
 Jaypee DelCourt, A Town Centre offers well appointed rooms for
 corporate entrepreneurs, expats, business and leisure stays.
 
 The Company''s Hotels at New Delhi, Agra and Mussoorie have been
 accredited with ISO 9001 for Quality Management System (QMS), ISO 14001
 for Environment Management System (EMS), ISO 22000 for Food Safety
 Management System (FSMS) and Hazard Analysis and Critical Control Point
 (HACCP).
 
 Global economic recovery has been very gradual with the Eurozone
 volatility continuing during the year, albeit at a lower intensity. The
 Eurozone countries continued to adopt austerity measures, as part of
 the fiscal adjustment.
 
 The International tourist arrivals, worldwide have grown to 1087
 billion in 2013, and are forecast to grow at moderate pace of 3% to 4%
 in 2014.
 
 Foreign tourist arrivals in India during 2013 was 68.48 Lacs as against
 65.78 Lacs in 2012. The Foreign exchange earnings from tourism grew by
 1.6% in 2013 registering a growth of 4% in tourist arrivals in 2013.
 
 Indian economic growth in 2013 had slowed down to 4.5%- 5% which is the
 lowest in a decade. The high borrowing cost to combat inflation coupled
 with lower private consumption, low investment in infrastructure and
 other sectors were responsible for this.
 
 The low economic growth appears to have bottomed out and a gradual
 increase in economic activity is expected from the middle of 2014.
 
 The business of the Hotel Division is poised for sustained growth and
 the outlook is bright. The Company is confident to achieve better
 quotient of customers'' satisfaction and to achieve higher growth
 coupled with optimization of the resource utilization.
 
 4.0 REAL ESTATE DIVISION
 
 Jaypee Greens, Greater Noida
 
 The Company''s prestigious project - Jaypee Greens, Greater Noida spread
 across 452 acres is the maiden golf centric residential development.
 The project integrates Luxury villas and Apartments with an 18 Hole
 Greg Norman Signature golf course, 9 Hole chip & putt golf course,
 landscaped parks and lakes along with an integrated sports complex, 60
 acre Nature Reserve Park, a 5 star spa resort in collaboration with Six
 Senses Spa of Thailand, Town Centre, etc. The project has received an
 overwhelming response and majority of the launched units have been
 sold.
 
 Jaypee Greens Wish Town Noida
 
 Second real estate project – Jaypee Greens Noida - being developed by
 the Jaypee Group is a bench mark for extraordinary lifestyle
 experiences. Spread over 1063 acres, it has been designed as a new
 exciting place to Live-Work- Play. It offers wide range of residential
 options ranging from independent homes to high-rise apartments and
 penthouses, along with host of other amenities such as a 18 9 hole
 Graham Cooke designed golf facilities, a 525 bed Super specialty
 Hospital, educational facilities including the already operational
 Jaypee Public school and JIIT, landscaped parks and lakes, various
 recreational facilities and entertainment hubs and commercial centers.
 
 During the year the Company offered possession in Pavilion Court towers
 and completed construction of couple of its projects launched in the
 earlier years and further consolidated its position in the premium
 residential segment with the launch of new Projects like Pavilion Court
 Royale and Tiara Tower.
 
 Jaypee Greens AMAN
 
 Jaypee Greens third residential project Jaypee Greens Aman at Sector
 151, Noida is located on the Noida-Greater Noida Expressway and offers
 2 & 3 BHK apartments. Spread over 89 acres, the project also comprises
 of Chip & Putt golf course, Gardens, Walkways, Fountains, Sports
 facilities, Social amenities like Shopping Complex, Social Club with
 Swimming pools, Gymnasiums, Primary and Senior Secondary Schools,
 Creche, Kid''s play area, etc.
 
 The Project is being developed at a fast pace and is expected to be
 completed soon.
 
 Jaypee Greens Sports City
 
 Jaypee Greens Sports City located on the Yamuna Expressway spread over
 5,000 acres, is the latest project launched by Jaypee Greens and
 comprises of India''s first International Motor racing track,
 International standard cricket stadium, a long green boulevard and much
 more.  The Project owned by Jaypee Sports International Ltd., a
 subsidiary of your company successfully hosted the India''s First F1
 race in October, 2011 followed by two more races in October, 2012 and
 2013. The development of Sports City inter-alia comprises of various
 thematic districts offering residential, sports, commercial and
 institutional facilities.  The commercial zone will offer well defined
 areas for elaborate financial and civic centers, along with Residential
 Districts which will have a vast range of products including villas,
 town homes, residential plots and mid to high rise apartment blocks,
 with regular water supply and 24 hours electric power supply, to suit
 the requirements of all.
 
 While the Projects already launched by the Company, viz., Kassia, Kove,
 Krowns and Country Home-I & II, Greencrest
 
 Homes and Buddh Circuit studios are being developed at a faster pace,
 the Company has during the year launched new products: Naturvue
 Apartments, Udaan - low & high rise apartments and Aman-III for the
 affordable housing segment, all of which received a very encouraging
 response from the Customers.
 
 Backed by a strong team of Architects, Engineers and Sales and
 Marketing professionals the Company is poised to launch many more new
 projects in the coming years.
 
 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). Out of the aggregate capacity of
 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during
 December 2006 to March 2007 at Dhule in Maharashtra. The remaining
 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators
 each of 1.5 MW) during September 2007 to March 2008 and at Kutchh,
 Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The
 electricity generated from the project is being sold to Maharashtra
 State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and
 Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold
 and the revenue from sale of electricity during the year under report
 were 89.41 Million units and Rs. 37.15 crores against 94.74 Million units
 and Rs. 38.19 crores respectively in the year 2012-13.
 
 B.  DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH
 
 The Company had been awarded rights for mining of coal in Mandla
 (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been
 taken to obtain various clearances including Environment Clearance.
 Coal from this Block shall be available for captive consumption for
 Cement Division of the Company.
 
 Besides the above, the Company has entered into three separate Joint
 Venture Agreements (JVAs) with Madhya Pradesh State Mining Corporation
 Limited (MPSMCL) for development and mining of coal from coal blocks
 allotted to MPSMCL. All these three Joint Venture Companies (JVCs) have
 identical shareholding ratio of 51:49 between MPSMCL and your Company
 and as such these companies are Government companies, with the
 management control being vested with your Company.
 
 The first JVC namely Madhya Pradesh Jaypee Minerals Limited (MPJML) is
 developing a coal block at Amelia (North) at Singrauli District in the
 State of Madhya Pradesh.
 
 The second JVC namely MP Jaypee Coal Limited (MPJCL) is in the process
 of developing a coal block at Dongri Tal-II also at Singrauli in Madhya
 Pradesh.
 
 Coal from these coal blocks shall be mined for supply to the 2 x 660 MW
 super-critical thermal power plant at Nigrie, Madhya Pradesh being
 set-up by Jaiprakash Power Ventures Limited (JPVL), a subsidiary of the
 Company.
 
 The third JVC i.e. MP Jaypee Coal Fields Limited (MPJCFL) has been
 incorporated for mining and sale of coal from Mandla (South) coal block
 in District Chhindwara, Madhya Pradesh.
 
 Mining of coal has since started from Amelia (North) Coal Block and
 that from Dongri Tal – II coal block is expected to start by August,
 2014. Work on other coal blocks is progressing as per schedule.
 
 C.  REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL SOLID WASTE (MSW) AT
 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 Refuse Derived Fuel (RDF). RDF (in
 fluff form), the final product of the plant, is being disposed off
 commercially as a good substitute of conventional fuel in the
 industries and Power plants located around Chandigarh.
 
 D.  DIVERSIFICATION INITIATIVES
 
 Company''s other diversification initiatives included setting-up of
 pit-head based Thermal Power Station, construction of Expressways,
 development of Sports Complex, Fertilizer business, Aviation project,
 Healthcare and Agri business, which are being implemented through
 different subsidiaries of the Company. The Company is also in nascent
 stage of diversifying and setting up of a Semi Conductor Fabrication
 facility in association with IBM Corporation, U.S. and Tower Semi
 Conductor Limited, Israel. Details of the initiatives being implemented
 through subsidiaries are furnished under the heading ''Subsidiaries''.
 
 SUBSIDIARIES
 
 As on 31st March, 2014, in terms of the provisions of Companies Act
 1956, your Company had following 24 subsidiaries which are engaged in
 different business activities:
 
 1.  Jaiprakash Power Ventures Limited
 
 2.  Jaypee Arunachal Power Limited
 
 3.  Jaypee Powergrid Limited
 
 4.  Sangam Power Generation Co. Limited
 
 5.  Prayagraj Power Generation Co. Limited
 
 6.  Jaypee Meghalaya Power Limited
 
 7.  Himachal Baspa Power Company Limited (w.e.f 14.03.14)
 
 8.  Himachal Karcham Power Company Limited (w.e.f 14.03.14)
 
 9.  Bhilai Jaypee Cement Limited
 
 10.  Bokaro Jaypee Cement Limited
 
 11.  Gujarat Jaypee Cement & Infrastructure Limited
 
 12.  Jaypee Cement Corporation Limited
 
 13.  Jaypee Assam Cement Limited
 
 14.  Jaypee Infratech Limited
 
 15.  Jaypee Ganga Infrastructure Corporation Limited
 
 16.  Himalyan Expressway Limited
 
 17.  Jaypee Agra Vikas Limited
 
 18.  Jaypee Sports International Limited
 
 19.  Jaypee Cement Cricket (India) Limited
 
 20.  Jaypee Cement Hockey (India) Limited
 
 21.  Jaypee Fertilizers & Industries Limited
 
 22.  Himalyaputra Aviation Limited
 
 23.  Jaypee Healthcare Limited
 
 24.  Jaiprakash Agri Initiatives Company Limited (w.e.f 25.03.2013)
 
 Note : Himachal Baspa Power Company Limited and Himachal Karcham Power
 Company Limited were incorporated on 14th March 2014 and their first
 accounting year would close on 31st March 2015; their accounts have not
 been consolidated with Accounts of the Company (JAL) since there were
 no material figures therein. Accordingly, the accounts of remaining 22
 subsidiaries have been consolidated with the accounts of your Company.
 Further, Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) and Kanpur
 Fertilizers & Cement Limited (KFCL) have been treated as joint ventures
 of JAL as per Companies Act, 1956.
 
 The status of the aforesaid subsidiaries is as under:
 
 POWER AND RELATED BUSINESS
 
 1.  JAIPRAKASH POWER VENTURES LIMITED (JPVL)
 
 OPERATIONS
 
 JPVL has three operative Hydro Power Plants, and one operative Thermal
 Power Plant namely:
 
 i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;
 
 ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;
 
 iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal
 Pradesh; and
 
 iv) 500 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh.
 
 JPVL is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie Super
 Thermal Power Project in Nigrie, Distt. Singrauli, Madhya Pradesh.
 
 Under the Jaypee Nigrie Super Thermal Power Project in Nigrie, the
 Jaypee Nigrie Cement Grinding Unit with capacity of 4 MTPA is also
 under implementation consisting of Two Lines-1 & 2, having the
 Scheduled Commissioning dates as August, 2014 & July, 2015
 respectively.
 
 300 MW Jaypee Baspa-II Hydro Power Plant
 
 The average tariff for Baspa-II Plant for the year under report, as per
 the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated
 6th September, 2012 and in accordance with the Power Purchase Agreement
 (PPA), works out to Rs. 2.75 per unit. The total generation of energy
 during the year was 1,345.34 MUs including 12% free Power to State
 Electricity Board/ Government of Himachal Pradesh and also auxiliary
 consumption/ transformer losses.  The Net Saleable Energy during the
 year was 1,178.41 MUs, out of which 1,056.92 MUs was Primary Energy and
 121.49 MUs was Secondary Energy.
 
 400 MW Jaypee Vishnuprayag Hydro Power Plant
 
 The total generation of energy during the year was 1566.83 MUs
 (including 1186.98 MUs deemed generation) out of which Primary Energy
 was 1545.88 MUs and Secondary Energy was 20.95 MUs.
 
 Generation of 400 MW Jaypee Vishnuprayag H.E.P was suspended since 16th
 June, 2013 due to Force Majeure event. Generation of power resumed
 w.e.f. 12th April, 2014 (07:45 A.M.).
 
 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant
 
 The average tariff for the year under report works out to Rs. 3.04 per
 unit. The total generation of energy during the year was 4653.24 MUs
 including 596.98 MUs free Power to State Government and also auxiliary
 consumption/ transformer losses. The Net Saleable Energy was 4056.26
 MUs.
 
 The performance of the Company''s operative Hydro Power Plants, their
 plant availability and the Energy Generation during the year under
 report was satisfactory.
 
 500 MW JAYPEE BINA THERMAL POWER PLANT
 
 The 500 MW coal based Jaypee Bina Thermal Power Plant (comprising of
 two units of 250 MW each) located at Village Sirchopi, Distt. Sagar
 (M.P.) has already been fully commissioned.
 
 Based on the tariff petition filed by the Company, MPERC has approved
 provisional tariff for Unit-I on 12th December, 2012 and for Unit-II on
 29th June, 2013.
 
 JPVL is supplying 70% of the installed capacity on long term basis to
 Government of Madhya Pradesh/ Madhya Pradesh Power Management Company
 Ltd.  in terms of the Power Purchase Agreement executed with them and
 balance of installed capacity is being sold on merchant power basis.
 
 The plant performance of 500 MW Jaypee Bina Thermal Power Plant from
 1st April, 2013 to 31st March, 2014 was as under:
 
 AWARDS
 
 JPVL was conferred with the undermentioned National Awards for the
 Meritorious Performance in the Power Sector by the then Hon''ble Union
 Minister of State for Power on 4th February, 2014:
 
 1.  Gold Shield for the year 2012-13 for Baspa-II Hydro Electric plant
 in the category of ''Performance of Hydro Power Stations''.
 
 2.  Gold Shield for the year 2011-12 for Baspa-II Hydro Electric plant
 in the category of ''Performance of Hydro Power Stations''.
 
 3.  Gold Shield for the year 2011-12 for Unit–IV of Karcham Wangtoo
 Hydro Electric plant in the category of ''Early completion of Hydro
 Power Projects.
 
 4.  Silver Shield for the year 2011-12 for Unit–II of Karcham Wangtoo
 Hydro Electric plant in the category of ''Early completion of Hydro
 Power Projects''.
 
 1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT
 
 The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal
 Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is
 progressing satisfactorily to achieve commissioning of both the units
 in August, 2014 and December'' 2014 respectively.  Supplies from L&T-
 MHI Boilers Private Limited and Larsen & Toubro Limited for Steam
 Generator and Steam Turbine Generator are being timely received.  All
 major statutory approvals required at the current stage of the project
 are in place. Entire requirement of 5 Million MTPA coal for the project
 will be met from dedicated coal mines at Amelia (North) and Dongri
 Tal-II.
 
 The Financial Closure of the project has already been achieved. As on
 31st March, 2014, Project Cost has been re-appraised at Rs. 10450 crores
 by ICICI Bank acting as the Facility Agent and the entire additional
 debt has been underwritten by them.
 
 For 400 kV D/C Transmission Line, Forest Clearance including clearance
 of Hon''ble Supreme Court for Wild Life Son-Ghariyal Sanctuary has been
 obtained.  The Line profile of entire 161 kms route has been completed.
 Approval for the energisation of 400 kV Bays at Satna Substation has
 been received from Central Electricity Authority (CEA).
 
 The overall progress of implementation of the Project continues to be
 satisfactory to achieve the Target COD. First unit of the Project has
 been successfully synchronised with the grid on 7th May, 2014.
 
 As on 31st March, 2014 an amount of approx.  Rs. 9294.56 crore has been
 incurred on the Project.
 
 4 MTPA CEMENT GRINDING UNIT AT NIGRIE (M.P.)
 
 With a view to optimally utilize the fly ash to be generated by its
 thermal plants, JPVL is implementing 4 MTPA Cement Grinding Unit at
 Nigrie, Distt. Singrauli in Madhya Pradesh with its Project Cost
 estimated at Rs. 550 crores. An Expenditure of approx. Rs. 217.38 crores
 has been incurred on the project till 31st March, 2014.
 
 In Principle Approval for the tie up of entire debt has been arranged.
 Some of the statutory approvals and
 
 RTC approval for Railway Siding have already been obtained with Consent
 to Establish being in place for 4 MTPA and rest of the approvals are
 under process.  The Work Order related to the Railway Siding has been
 awarded and the work is under progress. Civil works of the Project are
 progressing satisfactorily and orders for main machinery and for BoP
 packages have been placed for Line-1 & 2.
 
 VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/ CERs)
 
 1091 MW Jaypee Karcham Hydro Power Plant has already been registered by
 UNFCCC as a CDM project w.e.f 12th April, 2012 for ten years. Action
 for issuance of CERs for the first period from 12th April, 2012 to 31st
 July, 2012 is in progress.
 
 Final Report on Compliance with World Commission on Dams (WCD)
 Recommendations was issued by TUV NORD JI/ CDM Certification Programme,
 Germany on 21st March, 2014.
 
 Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee
 Vishnuprayag Hydro Power Plant are as under:
 
 PROPOSED DIVESTMENT OF HYDRO POWER PROJECTS
 
 With a view to deleverage its Balance Sheet and also to enhance
 Shareholders'' value, JPVL''s Board in its meeting held on 1st March,
 2014 approved a Scheme of Arrangement, subject to statutory and
 regulatory approvals and sanction of the Scheme by the relevant High
 Court, for hiving off 300 MW Baspa-II HEP and 1091 MW Karcham Wangtoo
 HEP to two separate wholly owned subsidiaries and eventual transfer of
 ownership of the said wholly owned subsidiaries to the prospective
 buyer. Necessary action is in progress.
 
 2.  JAYPEE ARUNACHAL POWER LIMITED (JAPL)
 
 Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
 JPVL is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E.
 Projects in the State of Arunachal Pradesh. Your Company alongwith its
 associates will ultimately hold 89% of the Equity of JAPL and the
 balance 11% will be held by the Government of Arunachal Pradesh.
 
 For the 2700 MW Lower Siang Hydro-Electric Project, CEA approval was
 obtained in February, 2010 and revalidation of DPR is being in process
 with Central Electricity Authority (CEA). Land acquisition is in
 progress. Seismic data upto 31st March, 2013 has been collected and the
 Ministry of Environment and Forest (MoEF) Clearance Case is under
 scrutiny with Nodal officer, Itanagar.
 
 In-Principle Approval has been granted and Power Purchase Agreements
 (PPAs) are to be submitted for final approval with respect to the Mega
 Power Project.  Draft Rehabilitation & Resettlement Plan has been
 submitted to the State Government.
 
 For 500 MW Hirong Hydro Power Project, CEA has accorded Techno-Economic
 Concurrence on 10th April, 2013. For the Environmental/ Forest
 Clearance of the Project, the EIA & EMP report has been submitted to
 MoEF.
 
 3.  JAYPEE POWERGRID LIMITED (JPL)
 
 Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
 Ventures Limited (74%) and Power Grid Corporation of India Limited (a
 Central Government Power Utility Undertaking) (26%) has set up 217 Kms
 long 400 kV Quad Bundle Conductor Double Circuit Transmission Line for
 evacuation of Power from the pothead yard of 1091 MW Karcham Wangtoo
 Plant in the State of Himachal Pradesh to Abdullapur in the State of
 Haryana and LILO with the existing Baspa-Jhakri Double circuit line,
 which is operational since April, 2012.
 
 The cumulative availability of transmission system for FY 2013-14 was
 99.97%. During the Financial Year 2013-14, JPL earned aggregate
 transmission tariff of Rs. 196.89 crores.
 
 JPL has declared a total dividend (interim and final) of 15.50% during
 FY 2013-14.
 
 4.  SANGAM POWER GENERATION COMPANY LIMITED (SPGCL)
 
 Sangam Power Generation Company Limited (SPGCL), a wholly owned
 subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation
 Limited (UPPCL) through competitive bidding process, for the
 implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil
 Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land
 was executed but physical possession is yet to be handed over. As
 reported last year, Hon''ble High Court of Judicature at Allahabad has
 quashed the notification issued by Uttar Pradesh State Government for
 acquisition of land for the project subject to the deposit of
 compensation, if any, received by the land owners. SPGCL is in the
 process of amicable settlement for closing the Power Purchase
 Agreement(s) and payment of dues with UPPCL.
 
 5.  PRAYAGRAJ POWER GENERATION COMPANY LIMITED (PPGCL)
 
 Prayagraj Power Generation Company Limited (PPGCL), a wholly owned
 subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation
 Limited through competitive bidding process, is implementing 1980 MW
 (3x660 MW) Thermal Power Project (with permission to add two additional
 generation units of 660MW each) in Tehsil Bara of district Allahabad,
 Uttar Pradesh.
 
 Fuel Supply Agreement between PPGCL & NCL has been executed on 29th
 August, 2013, for Coal linkages for Phase-I. All Statutory/ Regulatory
 approvals required for the project are in place. Financial Closure has
 already been achieved. The supplies from BHEL for Boiler, Turbine and
 Generator for Phase-I of the Project are in progress. All major
 packages have been awarded except a few items relating to blending
 terminal and environmental monitoring system.  Supply of materials is
 in progress. The progress on the implementation of the project is
 satisfactory.
 
 An expenditure of approx. Rs. 8,680.24 crores has been incurred on the
 implementation of the project upto March, 2014.
 
 6.  JAYPEE MEGHALAYA POWER LIMITED (JMPL)
 
 Jaypee Meghalaya Power Limited (JMPL) was incorporated by JPVL as its
 wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot
 River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power
 Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and
 Transfer) basis.  Your Company alongwith its associates will ultimately
 hold 74% of the equity of JMPL and the balance 26% will be held by the
 Government of Meghalaya.
 
 With respect to 450 MW Kynshi HEP, the field work of survey &
 investigation and EIA studies have already been completed. Drilling and
 drifting in Power house area have been completed. The revised proposal
 for Kynshi-II HEP with involvement of lesser forest area has been
 submitted to State Government and Ministry of Environment and Forest.
 The control levels i.e.  FRL & TWL for Kynshi-II Project have been
 approved by State Government. Approval of Central Electricity Authority
 has been accorded to the water availability series for power potential
 studies.
 
 With respect to the 270 MW Umngot H.E.P, the State Government has
 advised that the project will not be operationalized as per MoA till
 further orders. The matter is being pursued with the State Government
 for permission to resume the works.
 
 7.  HIMACHAL BASPA POWER COMPANY LIMITED (HBPCL)
 
 Himachal Baspa Power Company Limited (HBPCL) was incorporated by JPVL
 as its wholly owned subsidiary on 14th March, 2014, which received the
 Certificate of Commencement of business on 24th March, 2014.
 
 In terms of the proposed Scheme of Arrangement 300 MW Baspa-II H.E.P of
 JPVL would be hived-off to HBPCL for eventual transfer of its ownership
 to the prospective buyer.
 
 8.  HIMACHAL KARCHAM POWER COMPANY LIMITED (HKPCL)
 
 Himachal Karcham Power Company Limited (HKPCL) was incorporated by JPVL
 as its wholly owned subsidiary on 14th March, 2014, which received the
 Certificate of Commencement of business on 24th March, 2014.
 
 In terms of the proposed Scheme of Arrangement 1091 MW Karcham Wangtoo
 H.E.P of JPVL would be hived-off to HKPCL, for eventual transfer of its
 ownership to the prospective buyer.
 
 Accordingly, these two companies have no business operations at
 present.
 
 CEMENT BUSINESS
 
 9.  BHILAI JAYPEE CEMENT LIMITED (BJCL)
 
 The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL at
 Satna continued to function satisfactorily. During the period under
 report, the Company has achieved a gross turnover of Rs. 787 crore, as
 against Rs. 454 crore during the Financial Year 2012-13 which comprised a
 period of 6 months.
 
 The working results of the Company for the year resulted in an
 operating profit of Rs. 55.62 crore as against Rs. 55.46 crore during the
 previous year. After taking into account the impact of interest (Rs.
 53.56 crore), the Cash profit comes to Rs. 2.06 crore during the
 Financial Year 2013-14 as against Cash profit of Rs. 26.43 crore in the
 previous year.  After considering depreciation of Rs. 44.54 crore, the
 Company has incurred loss of Rs. 42.48 crore before tax.
 
 10.  BOKARO JAYPEE CEMENT LIMITED (BOJCL)
 
 The Grinding Unit of BOJCL a joint venture between JAL & SAIL, at
 Bokaro, Jharkhand. During the year under report slag supply position
 though improved compared to the previous year, it was less than the
 overall requirement for achieving the targeted production. The Company
 was, therefore, constrained to regulate its targeted production
 according to the quantity of slag received from Bokaro Steel Plant
 (BSL). Resultantly, the Company could not reach its targeted production
 and the capacity utilization was limited to only 72%.
 
 Despite under utilization of its installed capacity, the Company,
 backed by a strong brand image and resultant higher realization for its
 product, has achieved a gross turnover of Rs. 740.20 crore during the
 year under report. The turnover registered a growth of 18% over
 previous year. In the period under report, the Company earned an
 operating profit of Rs. 148.41 crore as against Rs. 174.89 crore in the
 last year. After taking into account the impact of interest (Rs. 38.95
 crore), there is a cash profit of Rs. 109.46 crore during the financial
 year 2013-14, as against cash profit of Rs. 137.80 crore in the previous
 year. The net profit during the year, after considering depreciation of
 Rs. 23.77 crore, comes to Rs. 85.69 crore (before tax).  The net profit
 after tax is Rs. 30.20 crore. The Company proposes to transfer a sum of Rs.
 6.85 crore to the General Reserve.
 
 11.  GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)
 
 Gujarat Jaypee Cement & Infrastructure Limited (GJCIL), a Joint Venture
 between Jaiprakash Associates Limited (JAL) and Gujarat Mineral
 Development Corporation Limited (GMDC) was incorporated, inter-alia, to
 implement a 2.4 Million tones per annum capacity cement plant in
 District Kutch, Gujarat.
 
 Out of approximately 484 hectares of land required for setting up the
 Project, 27 hectares are Private land and 457 hectares are Government
 land. Major part of Private land (22 hectares) has been purchased by
 the Company. However pending necessary approval from the Government of
 Gujarat,the Government land is yet to be acquired by the Company.
 
 The Board is examining various options in the way forward for the
 Company.
 
 12.  JAYPEE CEMENT CORPORATION LIMITED (JCCL)
 
 Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of
 your Company, is setting up an integrated cement plant with a 3.0 Mn
 tpa cement grinding capacity alongwith captive power plant at Shahabad
 district Gulbarga, Karnataka.
 
 The project is scheduled to be commissioned by 1st October, 2014.
 
 JCCL''s Plant in West Zone with a capacity of 4.8 MTPA is under the
 process of demerger through a Scheme of Arrangement pursuant to Section
 391-394 of the Companies Act, 1956 to UltraTech Cement Limited, a
 company of Aditya Birla Group. The transaction is scheduled to be
 consummated by 12th June, 2014.
 
 13.  JAYPEE ASSAM CEMENT LIMITED (JACL)
 
 Jaypee Assam Cement Limited (JACL) was incorporated, as a special
 purpose vehicle, initially as a wholly- owned subsidiary of Jaiprakash
 Associates Limited (JAL) for the purpose of setting up a 2 Mn tpa
 capacity Cement Plant in the North Cachar Hills Distt of Assam, in
 Joint Venture with Assam Mineral Development Corporation Ltd. (AMDC).
 The same shall be converted as a Joint Venture Company (JVC) between
 JAL and Assam Mineral Development Corporation Ltd.  (AMDC) as JV
 partners having a shareholding ratio of 82:18 between themselves, as
 per the Shareholders'' Agreement (SHA). While JAL shall hold the shares
 for cash consideration, shares shall be allotted to AMDC in
 consideration of the exclusive mining rights of the mineral block
 identified for this Company. Under the SHA, the management and control
 of the JVC is vested in JAL.
 
 As reported last year, prior to incorporation of JACL, 750 bighas of
 land were allotted by Dima Hasao Autonomous Council (DHAC) on 30 years
 lease basis to Jaiprakash Associates Limited (JAL) for the project of
 the Company. Necessary payment in this regard to DHAC was made by JAL
 as a promoter of the Company.  An agreement was also executed between
 DHAC and JAL.
 
 Besides the payment of Rs. 3.77 crore for the above land, JAL had also
 paid Rs. 10 crore to DHAC in advance as the share of royalty on limestone
 for a period of one year as per the Agreement executed between JAL and
 DHAC.
 
 The Company had deployed necessary resources for setting-up the 2
 million tonnes per annum cement plant with a 35 MW captive power plant.
 The Company started expeditious collection of data and preparation of
 Environmental Impact Assessment/Environmental Management Plan Reports
 for submission to Government of India, Ministry of Environment &
 Forest.
 
 The Company, however, had to suspend all project activities since
 January, 2012 due to adverse security situation in the vicinity of the
 project, as reported earlier. The Company is in regular touch with
 concerned authorities for resumption of project activities as and when
 the security situation is improved.
 
 EXPRESSWAYS AND RELATED BUSINESS
 
 14.  JAYPEE INFRATECH LIMITED (JIL)
 
 The Yamuna Expressway had commenced its commercial operation and was
 opened for Public w.e.f.  9th August, 2012 and the toll collection
 commenced from 16th August 2012. The vehicular movements and revenue
 generation till date is satisfactory. The average daily traffic (ADT)
 has registered 69% increase and the Toll collection Revenue has
 registered an increase of 44% during the F.Y.2013-14.
 
 JIL has also been provided the right to develop 25 million square
 meters of land for commercial, amusement, industrial, institutional &
 residential purposes etc. across five different locations along the
 Yamuna Expressway–one in Noida, two locations in District Gautam Budh
 Nagar (part of NCR) and one location in each of District Aligarh &
 District Agra, Uttar Pradesh.  JIL has commenced development of its
 land parcels at Noida, Mirzapur, and Agra in U.P.  JIL has launched
 approx. 108.06 million sq.ft. area and has sold approx. 101.20 million
 sq. feet area till 31st March, 2014 at an aggregate sale value of Rs.
 20,067 Crores.
 
 15.  JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)
 
 The Jaypee Ganga Infrastructure Corporation Limited (JGICL) was
 incorporated as a wholly owned subsidiary of Jaiprakash Associates
 Limited for implementation of the 1047 Km long 8- lane Access-
 Controlled Ganga Expressway Project connecting Greater Noida with
 Ghazipur-Ballia along the left bank of river Ganga on Design, Build,
 Finance and Operate (DBFO) basis together with the development of
 12,281 hectares of land parcels at eight different locations in Uttar
 Pradesh in terms of the Concession Agreement executed between Uttar
 Pradesh Expressways Industrial Development Authority and JGICL on March
 23, 2008.
 
 Preparatory work for the Project was started.  Consequent upon the
 Order of Hon''ble High Court of Allahabad dated 29.05.2009 quashing the
 environment clearance earlier issued by State Environment Impact
 Assessment Authority (SEIAA), fresh application for the Environmental
 Clearance was filed which is still pending. Since there are lot of
 uncertainties in respect of Environment clearance, due to various
 developments like farmers unrest etc., upon the discussion with the
 Government / Authority, a supplementary agreement was signed with the
 Authority on 30th November, 2011 and UPEIDA has returned the Bank
 Guarantee after taking an undertaking from JGICL that the Company would
 revive the Bank Guarantee, when the project gets environmental
 clearance.
 
 16.  HIMALYAN EXPRESSWAY LIMITED (HEL)
 
 Himalyan Expressway Ltd. was incorporated as a Special Purpose Vehicle
 for implementing the Zirakpur-Parwanoo Expressway project in the States
 of Punjab, Haryana and Himachal Pradesh. The Expressway connecting the
 three states became operational and the toll collection started from
 6th April, 2012. Being the first in the country with Radio Frequency
 Identification Device (RFID) technology based electronic toll
 collection system, it has provided a seamless travel to long journey
 road users while saving cost and time. During the year under report,
 the toll collection at the Expressway has shown an increase.
 
 17.  JAYPEE AGRA VIKAS LIMITED (JAVL)
 
 Jaypee Agra Vikas Limited (JAVL) was incorporated as a Special Purpose
 Vehicle for implementing Project for development of Inner Ring Road at
 Agra and other infrastructure facilities, under Integrated Urban
 Rejuvenation Plan on Design, Build, Finance, Operate and Transfer
 basis. The Company signed a Concession Agreement on 4th February, 2010
 with Agra Development Authority (ADA).
 
 The project could not progress as Agra Development Authority has not
 been able to fulfill its obligation in respect of ''Conditions
 Precedent''. As per the decision taken by ADA, the Company has received
 part refund of the advance given to ADA for acquisition of land and
 balance amount is expected to be received by September, 2014.
 
 SPORTS AND RELATED BUSINESS
 
 18.  JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL)
 
 Jaypee Sports International Limited (JSIL) was incorporated on 20th
 October, 2007. It was allotted around 1100 Ha. of land for development
 of Special Development Zone (SDZ) with sports as a core activity by
 Yamuna Expressway Industrial Development Authority (YEA). This area is
 inclusive of 100 Ha of land to be used for Abadi Development. This core
 activities are Motor Race Track, suitable for Holding Formula One race
 and setting up a Cricket stadium of International Standard to
 accommodate above 1,00,000 spectators and others.
 
 The Motor Race Track known as Buddh International Circuit (BIC) was
 completed well in time and JSIL successfully hosted the three Indian
 Grand Prix held in October, 2011, October, 2012 & October, 2013. The
 success of the event was acknowledged by winning of many awards and
 accolades.
 
 JSIL is trying its best to generate revenue by placing Buddh
 International Circuit (BIC) as one stop destination for various games,
 launching promotional activities like motor cars, bikes and other
 products.
 
 JSIL has also made significant progress in development of non core area
 planned for group housing, plots, multi storey flats, commercial area,
 institutional area, roads, open space and other social activities.
 
 19.  JAYPEE CEMENT CRICKET (INDIA) LIMITED (JCCIL)
 
 Jaypee Cement Cricket (India) Limited (JCCIL) was incorporated on 20th
 October, 2012, as a wholly owned subsidiary of Jaypee Sports
 International Limited for the purpose of managing activity relating to
 Cricket playing in any format by way of franchise or otherwise. It
 obtained the certificate of commencement of business on 23rd October,
 2012.  The first financial year of JCCIL has closed on 31st March,
 2014.
 
 20.  JAYPEE CEMENT HOCKEY (INDIA) LIMITED (JCHIL)
 
 Jaypee Cement Hockey (India) Limited (JCHIL) was incorporated on 5th
 November, 2012, as a wholly owned subsidiary of Jaypee Sports
 International Limited (JSIL) to undertake the business of Hockey Sport.
 It obtained the certificate of commencement of business on 12th
 November, 2012. The first financial year of JCHIL has closed on 31st
 March, 2014.
 
 JCHIL entered into the Franchisee Agreement with Hockey India League
 [HIL] for the Team Jaypee Punjab Warriors. HIL was conducted between
 14th January - 10th February, 2013 in the five cities namely Delhi,
 Jalandhar, Ranchi, Mumbai & Lucknow & between 25th January, 2014 to
 23rd February, 2014 in six cities namely New Delhi, Chandigarh, Ranchi,
 Mumbai, Bhuvneshwar and Lucknow. The performance of the team was well
 appreciated.
 
 FERTILIZER AND RELATED BUSINESS
 
 21.  JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)
 
 Jaypee Fertilizers & Industries Limited (JFIL) was incorporated as a
 wholly owned subsidiary of Jaiprakash Associates Limited to undertake
 the business of fertilizers and chemicals. The Company had participated
 as a strategic investor in the Rehabilitation Scheme (Scheme) of
 fertilizer undertaking of Duncans Industries Ltd. (DIL) which was
 approved by the Board for Industrial & Financial Reconstruction (BIFR)
 in January, 2012.
 
 Pursuant to the Scheme, the said fertilizer undertaking (famous for
 ''Chand Chhap'' Urea) stands vested in Kanpur Fertilizers & Cement
 Limited (KFCL), in which your Company is making investments through
 Jaypee Uttar Bharat Vikas Private Limited (JUBVPL).
 
 JUBVPL held 99.73% (approx.) equity shares of KFCL as on 31st March
 2014. JUBVPL is a joint venture company (with equal participation) of
 your Company and ISG Traders Limited, an investment arm of DIL.
 
 During the year under report, KFCL has converted feed stock from
 Naphtha to Natural Gas. Gas Supply Agreement has been entered into with
 Gail (India) Limited (GAIL) for supply of RLNG from Kanpur Terminal &
 CFA Kanpur and a Gas Transportation Agreement has also been signed with
 GAIL. Indian Oil Corporation has agreed to meet the 100% requirement of
 other POL products from its Plant at Kanpur such as
 HSD/MS/lubricants/greases, etc. The work for gas receiving station at
 the plant premises has already been completed.
 
 Approval of the Ministry of fertilizer, Government of India has already
 been received in March, 2013 to commence production of Urea with Gas as
 feedstock.
 
 After completion of NG conversion and Energy saving schemes, all three
 streams of the plant have started manufacturing Urea since December,
 2013 onwards. Capital expenditure of Rs. 911.40 Crore towards revamping
 the plant has been incurred upto 31st March, 2014.
 
 AVIATION BUSINESS
 
 22.  HIMALYAPUTRA AVIATION LIMITED (HAL)
 
 Himalyaputra Aviation Limited (HAL)was incorporated as a wholly-owned
 subsidiary of your Company, to undertake the civil aviation business.
 HAL has obtained initial NOC from Ministry of Aviation to operate
 Non-Scheduled Air Transport Services.
 
 During the year, HAL has taken steps to acquire more flying machines
 and other assets for its business operations.
 
 HEALTHCARE BUSINESS
 
 23.  JAYPEE HEALTHCARE LIMITED (JHL)
 
 Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012
 as a wholly owned subsidiary of the Jaypee Infratech Limited (JIL) for
 the establishment of Jaypee Hospital with the vision of promoting
 world-class healthcare amongst the masses by providing quality and
 affordable medical care with commitment.
 
 The Jaypee Hospital the flagship hospital of Jaypee Group, is located
 at Village Shahpur Bangur, NOIDA, U.P., which heralds the group''s noble
 intention to enter the healthcare space.
 
 This hospital has been planned and designed as a 1200 bedded tertiary
 care multi-speciality facility and is currently in the process of
 building and commissioning 525 beds in the first phase. It shall be
 operational by the second quarter of 2014. The first financial year of
 JHL has closed on 31st March, 2014.
 
 AGRI BUSINESS
 
 24.  JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED (JAICO)
 
 Jaiprakash Agri Initiatives Company Limited (JAICO), was acquired by
 Jaypee Cement Corporation Limited, a wholly owned subsidiary of the
 Company on 25th March, 2013 to diversify into agri business.
 
 The Company had set up soya and mustard processing plant at Rewa,
 Madhya Pradesh. Jaypee Oilseeds Processing Complex is unique in its
 approach and has facilities to handle all types of products and
 by-products from Soya and Mustard. However, in the current scenario,
 the production activities of Soya/ Mustard Oil have been suspended.
 
 JAICO has also launched a dairy project which sources milk from
 villages along the Yamuna Expressway, that is, across Gautam Budh
 Nagar, Bulandshahr, Aligarh, Mathura and Agra. Work has begun on a
 milk-processing plant at Tappal. With the operation of this plant,
 JAICO will have its own brand of dairy products, including packaged
 milk, flavoured milk, long shelf-life milk, curd, drinkable yogurt,
 cheese spreads, ghee and butter.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The statement as required under Section 212 of the Companies Act, 1956,
 in respect of the subsidiaries of the Company is annexed and forms an
 integral part of this Report. The consolidated financial statements of
 the Company and its subsidiary companies, prepared in accordance with
 Accounting Standards AS-21 Consolidated Financial Statements
 prescribed by the Institute of Chartered Accountants of India, form
 part of the Annual Report and Accounts.
 
 In terms of the general exemption granted under Section 212 (8) of the
 Companies Act, 1956 by the Ministry of Corporate Affairs vide its
 General Circular No. 2/2011 dated February 8, 2011, the Audited Balance
 Sheets as at March 31, 2014 of the subsidiaries of the Company have not
 been attached to the Balance Sheet of the Company. However, the
 requisite information in aggregate for each subsidiary including
 subsidiaries of subsidiaries has been disclosed in the consolidated
 Balance Sheet of the Company.
 
 The annual accounts of the subsidiary companies and the related
 detailed information will be made available to the shareholders of the
 Company and subsidiary companies seeking such information. The annual
 accounts of the subsidiary companies will also be kept for inspection
 by any shareholders in Company''s Head Office and also that of the
 subsidiaries. Further, the Company shall furnish a hardcopy of annual
 accounts of subsidiaries to any shareholder on demand. The Company has
 also uploaded the details of the accounts of individual subsidiary
 companies on its website i.e. www.jalindia.com.
 
 The Directors are of the opinion that the subsidiaries and Joint
 Ventures of your Company have promising future.
 
 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 coupled with the Company''s resolve to
 reduce the debt, your Company is committed to enhance the shareholders''
 value.
 
 DIRECTORATE
 
 A.  Cessation of Directorships:
 
 Shri A.K. Sahoo, a nominee of LIC ceased to be on the Board of the
 Company w.e.f. May 23, 2013, consequent upon the withdrawal of his
 nomination by LIC.
 
 In place of Shri A.K. Sahoo, LIC nominated Shri R.R.  Dash as their
 nominee on the Board of the Company, who was co-opted as a Director
 w.e.f. July 29, 2013.  However, Shri R.R. Dash ceased to be a Director
 due to his sad demise on October 22, 2013.
 
 Shri B.K. Taparia, Independent Director ceased to be a Director on
 Board due to his sad demise on September 5, 2013.
 
 Shri S.C. Gupta, Independent Director and Shri R.K.  Singh resigned
 from Directorship of the Company w.e.f. February 10, 2014 and May 27,
 2014 respectively, due to their personal reasons.
 
 Shri S.D. Nailwal, Whole-time Director of the Company has requested to
 step down from the office of Director on expiry of his current term
 i.e. w.e.f. June 30, 2014.  Accordingly, he shall cease to be a
 Director on June 30, 2014 (afternoon).
 
 The Board places on record its appreciation for the valuable
 contribution of the above Directors during their respective tenure on
 the Board of the Company.
 
 B.  Appointments of Directors:
 
 Shri S.C. Rathi was appointed as a Nominee of LIC w.e.f. February 10,
 2014 in place of Shri R.R. Dash.
 
 Shri K.N. Bhandari was appointed as an Independent Director of the
 Company, liable to retire by rotation, w.e.f. February 10, 2014, in the
 casual vacancy caused due to cessation of Shri B.K. Taparia.
 
 Shri Shiva Dixit was appointed as an Additional Director & Whole-time
 Director of the Company w.e.f. May 27, 2014. As Shri Shiva Dixit holds
 office of Director upto ensuing Annual General Meeting and the proposal
 for his appointment as a Director has been received from a shareholder,
 the same has also been included in the Notice of the Annual General
 Meeting for your approval.
 
 Shri Sunil Kumar Sharma (Executive Vice Chairman), Shri Pankaj Gaur
 [Jt. Managing Director (Construction)] and Shri Sunny Gaur [Managing
 Director (Cement)] were re-appointed as such for a further period of
 five years w.e.f. March 18, 2014, July 1, 2014 and December 31, 2014
 respectively. The proposed re-appointment and remuneration of
 Whole-time Directors is subject to approval of the shareholders which
 would be sought.
 
 Appointment of Independent Directors:
 
 The Board of Directors in their meeting held on May 27, 2014, based on
 the recommendation of the Nomination & Remuneration Committee, decided
 to seek approval of the shareholders to the reappointment of all the
 seven Independent Directors namely: Shri R.N.  Bhardwaj, Dr. B. Samal,
 Shri V.K.  Chopra, Ms. Homai A. Daruwalla, Shri S.C. Bhargava, Shri
 B.K. Goswami and Shri K.N. Bhandari on the Board of the Company as
 Independent Directors for a period of three consecutive years from the
 date of their appointment by the shareholders, the proposals whereof
 have been included in the Notice of the Annual General Meeting for your
 approval.
 
 Such Independent Directors will not be liable to retire by rotation in
 view of the provisions of the Companies Act, 2013 and Rules framed
 there under.
 
 C.  Retirement by rotation:
 
 Shri Rahul Kumar and Shri S.K. Jain, Directors would retire by rotation
 at the forthcoming Annual General Meeting of the Company and being
 eligible, offer themselves for re-appointment. The proposals for their
 re-appointment have also been included in the Notice of the Annual
 General Meeting for your approval.
 
 DEPOSITS
 
 Fixed deposits received from the shareholders and the public as on
 March 31, 2014 stood at Rs. 2157.38 Crores.  Deposits of Rs. 23.73 Crores
 due for repayment on maturity remained unclaimed by the Depositors as
 on March 31, 2014, most of which were subsequently claimed. In view of
 the provisions of newly enforced Companies Act, 2013, the Company has,
 for the present, decided not to accept fresh Deposits/renew existing
 Deposits but repay the same.
 
 PARTICULARS OF EMPLOYEES
 
 A statement showing the particulars of employees, pursuant to Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975, as amended, is annexed and forms an integral
 part of this Report.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS & OUTGO
 
 Particulars with respect to conservation of energy, technology
 absorption, foreign exchange earnings & outgo, pursuant to Section
 217(1)(e) of the Companies Act, 1956, read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 for the year ended March 31, 2014 are annexed and form an integral
 part of this Report.
 
 NOTES ON ACCOUNTS
 
 The observations of Auditors and Notes on Accounts are
 self-explanatory.
 
 AUDITORS AND AUDITORS'' REPORT
 
 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. Based
 on the recommendations of the Audit Committee, the Board recommends
 their appointment as Company''s Auditors for a term of three consecutive
 financial years i.e. for 2014-15, 2015-16 & 2016-17. If appointed, they
 shall hold office from the conclusion of the ensuing Annual General
 Meeting till conclusion of the Annual General Meeting of the Company to
 be held in the year 2017, subject to ratification by the shareholders
 at every Annual General Meeting.
 
 SECRETARIAL AUDITORS:
 
 As a measure of good Corporate Governance practices being followed by
 the Company, M/s Chandrasekaran Associates, Company Secretaries, were
 voluntarily appointed to conduct the Secretarial Audit for the
 financial year 2013- 14. The Secretarial Audit Report for the financial
 year ended March 31, 2014 forms part of the Annual Report.
 
 Based on the recommendations of the Audit Committee, the Board has
 further re-appointed M/s Chandrasekaran Associates, Company
 Secretaries, to conduct the Secretarial Audit for the financial year
 2014-15 in compliance of the provisions of Section 204 of the Companies
 Act, 2013, which has made it mandatory for certain companies to appoint
 a Secretarial Auditor.
 
 COST AUDITORS:
 
 For the financial year 2013-14, the Board of Directors of the Company
 had re-appointed, on recommendations of the Audit Committee, M/s. J.K.
 Kabra & Co., Cost Accountants, (Firm''s Registration No. 2890), as Cost
 Auditors, subject to the approval of the Central Government, for
 auditing the cost accounts in respect of ''Cement Product'' and ''Wind
 Power''. Their appointment was approved by the Central Government. In
 terms of The Companies (Cost Audit Report) Rules 2011 read with
 Ministry of Corporate Affairs'' General Circular No. 15/2011 [File No.
 52/5/CAB-2011] dated April 11, 2011, the cost audit report relating to
 the ''Cement Products'' & ''Wind Power'' for the financial year ended March
 31, 2013, alongwith the Compliance Report, as applicable, had been
 filed with the Cost Audit Branch of the Ministry of Corporate Affairs
 on 13th November, 2013 by the Cost Auditor against the due date of
 filing 27th September, 2013.
 
 Based on the recommendations of the Audit Committee, the Board of
 Directors of the Company have re-appointed, M/s. J.K. Kabra & Co., as
 Cost Auditors of the Company for auditing the cost accounts in respect
 of applicable businesses of the Company for the financial year 2014-15.
 The requisite approval of the shareholders will be sought for the
 remuneration of the Cost Auditors.
 
 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.  The Company would also comply
 with the revised Clause 49 of the Listing Agreement as applicable from
 1st October, 2014.
 
 BUSINESS RESPONSIBILITY REPORT
 
 In terms of Clause 55 of the Listing Agreement, a Business
 Responsibility Report (BRR), in the prescribed format, is annexed and
 forms part of this Annual Report describing the initiatives taken by
 the Company from an environmental, social and governance perspective,
 towards adoption of responsible business practices. The BRR as well as
 the Company''s Policy on Sustainable Development are accessible on the
 Company''s website www.jalindia.com.
 
 EMPLOYEE RELATIONS
 
 Employee relations continued to be cordial throughout the year. Your
 Directors wish to place on record their sincere appreciation for the
 excellent spirit with which the entire team of the Company worked at
 all sites and other offices and achieved commendable progress.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 based on the representation received from the operating management,
 certifications by the CEO and CFO to the Board of Directors and after
 due enquiry, confirm in respect of the audited annual accounts for the
 year ended March 31, 2014 :
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed and that there were no material
 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, 2014 and the profit of the
 Company for that period;
 
 iii) that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 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
                                            Executive Chairman
 
 May 27, 2014
Source : Dion Global Solutions Limited
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