Jaiprakash Associates

01 Pursuant to the Scheme of Amalgamation [the Scheme”] U/s 391/394 of
 the Companies Act, 1956, (i) Jaypee Hotels Limited (Transferor Company)
 engaged in business of Hospitality, Real Estate and Civil Engineering;
 (ii) Jaypee Cement Limited (Transferor Company) engaged in the business
 of setting up of Cement Plant; (iii) Jaiprakash Enterprises Limited
 (Transferor Company) engaged in business of Civil Engineering
 Construction, Limestone mines and Real Estate and (iv) Gujarat Anjan
 Cement Limited (Transferor Company) engaged in business of setting up
 of Cement Plant stand merged with Jaiprakash Associates Limited
 (Transferee Company) w.e.f April 01, 2008 [the Appointed date”] in
 terms of the Order dated 15.05.2009 of Honble High Court of Judicature
 at Allahabad, sanctioning the Scheme and is effective from 27.05.2009.
 
 With effect from the Appointed date, all the business undertakings,
 assets, liabilities, rights and obligations of each of the Transferor
 Company stood transferred to and vested in the Transferee Company in
 consideration for issue of, (i) one equity shares of Rs 2/- each in the
 Transferee Company for every one equity share of Rs 10/- each held in
 Jaypee Hotels Limited; (ii) one equity shares of Rs 2/- each in the
 Transferee Company for every ten equity share of Rs 10/- each held in
 Jaypee Cement Limited; (iii) three equity shares of Rs 2/- each in the
 Transferee Company for every one equity share of Rs 10/- each held in
 Jaiprakash Enterprises Limited and (iv) one equity shares of Rs 2/-
 each in the Transferee Company for every eleven equity share of Rs 10/-
 each held in Gujarat Anjan Cement Limited.
 
 All the Transferor Companies carried on all the businesses and
 activities for the benefit of and in trust for the Transferee Company
 from the Appointed date. Thus, the profit or income accruing or arising
 to the Transferor Companies or expenditure or losses arising or
 incurred by them from the Appointed date are treated as profit or
 income or expenditure or loss as the case may be of the Transferee
 Company. The Scheme has accordingly been given effect to in these
 accounts.
 
 The Amalgamation has been accounted for under the Pooling of Interests
 method” as prescribed by Accounting Standard 14 - Accounting for
 Amalgamations [AS-14] issued by the Institute of Chartered Accountants
 of India. Accordingly, the assets, liabilities and reserves of the
 Transferor Companies have been taken over at their book values on the
 Appointed dated as detailed hereunder:
 
                                  As At 31.03.2009     As At 31.03.2008
 
 02 Contingent Liability not 
 provided for in respect of:               Rupees            Rupees
 
 [a]   Outstanding amount of Bank 
 Guarantees                          10,151,734,003     11,428,107,957
 Margin Money deposited against 
 the above                              508,729,004        614,273,303
 
 [b] Corporate Guarantees:
 
 [i] for Term Loans, NCDs and Deferred Payment Guarantees granted by
 Financial
 Institutions & Banks to Jaiprakash Hydro-Power Limited [Subsidiary
 Company]                             2,484,111,445      5,256,657,330
 
 [ii] for Rupee Term Loans and Foreign Currency Loans granted by
 Financial Institutions & Banks to Jaiprakash Power Ventures Limited
 [Subsidiary Company]                 3,149,197,013      3,219,462,500
 
 [iii] For Performance Guarantee issued by the ICICI Bank on behalf of
 Jaypee Ganga Infrastructure Corporation Limited, [100% Subsidiary]
                                      8,947,500,000     14,912,500,000
 
 [c] Claims against the Company not 
 acknowledged as debts                4,087,541,800      4,049,524,549 
 Amount deposited under Protest          56,046,777         56,046,777 
 Bank
 Guarantee deposited under Protest 
 [included in 2(a) above]                85,378,000        578,689,000
 
 [d] Outstanding Letters of Credit   11,282,615,413      3,600,932,063
 Margin Money deposited 
 against the above                       13,018,467            -
 
 [e] The Company has imported Capital Goods under Export Promotion
 Capital Goods Scheme [EPCG], where-under the Company is required to
 fulfill export obligation/deemed exports amounting to Rs.814.37 Crores
 [Previous Year Rs.805.41 Crores] till F. Y. 2013-14 & 2014-15. The
 Liability on account of custom duty aggregating to Rs.101.79 Crores
 [Previous Year Rs.100.67 Crores] may arise alongwith interest @15%
 p.a., in the event of non-fulfillment of export obligation.
 
 [f] The Madhya Pradesh Government through the Collector, Rewa issued a
 notice raising a demand on account of change in the conversion factor
 for calculation of Royalty on Limestone raised upto December, 2003 in
 respect of Jaypee Rewa Plant. The Company has contested the demand and
 the Honble Madhya
 
 Pradesh High Court has stayed the 
 demand.                                 263,450,569      263,450,569
 
 Amount deposited under Protest           23,345,768       23,345,768
 
 The above contingent liability does not include demand for the period
 January 2004 to March 2009 which has not been raised by the Madhya
 Pradesh Government till 31.03.09
 
 [g] [i] Trade Tax rebate of 25% on sale of Cement manufactured with fly
 ash purchased within the state of U.P.  has been disputed by the U.P.
 Trade Tax Department. The Honble High Court at Allahabad disposed- off
 the Writ Petition on 29.01.2004 in favour of the Company. The
 Department has thereafter filed SLP in the Honble Supreme Court of
 India, which has been admitted and an interim order has been passed
 that pending disposal of the SLP, [a] the Department shall not take any
 step to encash the Bank Guarantees amounting to Rs.16,69,36,481/-
 [included in 2(a) above] [Previous Year Rs.16,69,36,481/-] and [b]
 granted interim stay for refund of amount of Rs.16,73,31,838/-
 [Previous Year Rs.16,73,31,838/-] deposited under protest with the
 Department.                            516,237,283       516,237,283
 
 [ii] The Government of U.P. vide Notification dated 14.10.2004 withdrew
 Notification dated 27.02.1998 granting rebate on tax on sale of fly-ash
 based cement manufactured within the State of U.P., out of fly-ash
 procured within U.P. The above Notification dated 14.10.2004 has been
 challenged by the Company before the Lucknow Bench of Honble Allahabad
 High Court on the grounds of promissory estoppel in respect of Jaypee
 Ayodhya Grinding Operations Unit of the Company established in the
 State of U.P. The disputed tax for the period from 15.10.2004 to
 31.12.2007 in respect of Jaypee Ayodhya Grinding Operations at Tanda
 and Jaypee Cement Blending Unit at Sadva Khurd,Allahabad
 
 established within U.P. amounting to Rs.53,76,73,870/- [Previous Year
 Rs.53,76,73,870/-] has been
                                       537,673,870        537,673,870
 
 deposited under protest with U.P. 
 Trade Tax Department.
 
 [h] The Government of U.P. has imposed Entry Tax @2% on the value of
 the Cement w.e.f. 16.05.2003. This was challenged by the Company before
 the Honble High Court at Allahabad and was decided in favour of the
 Company. However, the Order of the Honble High Court has been
 challenged by the Department before the Honble Supreme Court of India.
 The Honble Supreme Court has directed Honble Allahabad High Court on
 14.07.06 to examine the constitutional validity of U.P. Entry Tax Act.
 The High Court on 08.01.07 has held the above Act ultra vires. The
 Honble Supreme Court on 17.04.07 passed an interim order sustaining
 the High Court Order and restricting further deposit. The final
 decision of Honble Supreme Court is awaited. The Company has deposited
 Rs.34,09,36,649/- [Previous Year Rs.34,09,36,649/-) and Indemnity
 Bond/Bank Guarantee of Rs.13,73,58,510 [included in 2(a) above]
 [Previous Year 9,97,97,086/-] under protest, against the amount worked
 out for the period upto 23.09.2007.   557,904,792      557,904,792
 
 [i] Govt. of U.P. has issued an ordinance viz. Uttar Pradesh Tax on
 entry of goods into local areas Ordinance 2007, imposing entry tax on
 certain notified items, including and clinker, on value of the goods.
 This was challenged by the Company in the Honble High Court at
 Allahabad. The Honble Court on 01.11.07 has passed an interim order
 that Entry Tax will not be realised from the Company in respect of
 transactions before the date of promulgation of Ordinance dated
 24.09.07 provided the Company furnished security other than Cash or
 Bank Guarantee for the amount of Entry Tax due for that period and
 entry tax in respect of the transactions for the subsequent period will
 also not be realised from the Company provided the Company furnishes
 Bank Guarantee for the amount due in respect of the transactions for
 that period\.  The final decision of the Honble High Court is still
 awaited. As desired by the Honble High Court the Company has submitted
 Bank Guarantee for Rs 43,15,13,000/- [included in 2(a) above] [Previous
 Year
 
                                      475,826,467        130,573,860
 
 Rs.10,01,59,104/-] upto 31.03.09.
 
 [j] The Govt. of M.P. vide notification No. F-III-25/06/01/V (10) dated
 14.03.06 & subsequent Notification No.  F-A/III-195/05/01/V (14) dated
 01.04.07 and also amending Section 4 and 4 A of the Entry Tax Act had
 enhanced the rate of Entry Tax from 1% to 5% on raw materials used for
 manufacture of Cement to the extent such Cement was transferred out of
 the state of M.P. as stock transfer. In response to the Special Leave
 Petition filed by the Company, the Honble Supreme Court vide its order
 dated 15.09.2008 has passed an order to deposit, fifty percent of the
 tax by way of cash and balance fifty percent by way of Bank Guarantee
 till the hearing and final disposal of Special Leave Petition. The
 company has deposited Rs.  33,13,39,392/- [Previous Year
 7,90,83,626/-]and furnished Bank Guarantee of Rs.7,86,59,685/-
 [included in 2(a) above] [Previous Year Nil] upto 31.03.2009 as per the
 order of Honble Supreme Court.
 
                                     410,556,911         79,083,626
 
 [k] Bihar Sales Tax under appeal     17,120,206         17,120,206
 
 Amount deposited under Protest       17,120,206         15,176,265
 
 [l] Excise matters under appeal     111,109,983         74,029,479
 
 Amount deposited under Protest       49,017,169         33,868,965
 
 [m] Trade Tax under appeal 
 (other matters)                      24,198,041              -
 
 [n] M.P. Entry Tax under Appeal      30,553,964         59,767,370
 
 Amount deposited under Protest       15,678,000         15,949,625
 
 [o] U.P. Entry Tax under Appeal      12,305,657              -
 
 Bank Guarantee under Protest [included 
 in 2(a) above]                       10,848,231              -
 
 [p] Nikay Kar under appeal               -                672,924
 
 [q] MPCT/CST under appeal             3,661,933         8,756,502
 
 Amount deposited under Protest          640,763         1,122,763
 
 [r] Electricity Cess under appeal    18,497,870        18,497,870
 
 Amount deposited under Protest        9,248,936         9,248,936
 
 [s] Income Tax matters under appeal  70,878,692       227,101,888
 
 03 Estimated amount of Contracts 
 remaining to be executed on capital
 account and not provided for 
 (net of advances)                18,225,925,048   11,288,925,137
 
 04 Revaluation Reserve
 
 [a] Reserves acquired on amalgamation of erstwhile Jaypee Greens
 Limited, include Revaluation Reserve of Rs.529,00,06,945/- created on
 revaluation of Fixed Asset [Land] and Projects Under Development
 [Land]” (since adjusted as per [b] below). The said revaluations were
 done on 14.06.2003 and 28.02.2005 by Rs.250,54,89,147/- and
 Rs.278,45,17,798/- respectively.
 
 [b] The aforesaid Revaluation Reserve included Rs.226,88,29,528/-
 (Previous Year Rs.226,88,29,528/-) in respect of Projects Under
 Development [Land]” forming part of the Inventory under the Current
 Assets. During the Financial Year 2006-07 the value of Projects Under
 Development [Land]” under the Current Assets has been stated at cost
 and the related Revaluation Reserve amounting to Rs 226,88,29,528/- has
 been reversed.
 
 [c] During the F. Y. 2008-09 an amount of Rs. 1,64,46,560/- [Previous
 Year Rs.73,42,993/-] has been amortised by way of debit to the
 Revaluation Reserve account and credited to the Profit & Loss Account.
 
 05 [a] The Company had issued 1,00,000 Nos 0.50% Foreign Currency
 
 Convertible Bonds [FCCB - I] of USD 1,000 each aggregating to USD 100
 Million, at par, on 16.02.2005. These Bonds are convertible at the
 option of bond-holders into equity shares of Rs.10/- each fully paid,
 at the conversion price of Rs.236.31 per share, subject to the terms of
 issue, with a fixed rate of exchange of Rs.43.785 equal to USD 1.00 at
 any time on or after 29.03.2005 and prior to the close of business on
 10.02.2010.
 
 Post split of the Equity Shares of Rs 10/- each into 5 Equity Shares of
 Rs 2/- each on 26.12.2007, the Bonds are/will be converted into Equity
 shares of Rs 2/- each at the conversion price of Rs 47.262 per share.
 
 2,060 FCCBs of USD 1,000 each [Previous Year 2,060] were outstanding as
 on 31.03.2009. No conversion has taken place during the year [Previous
 Year Nil]. Upon conversion of the outstanding Bonds into Equity Shares,
 the Share Capital of the Company will increase by 19,08,450 Equity
 Shares of Rs.2/- each.
 
 Unless previously converted, the bonds are redeemable at maturity on
 17.02.2010 at a premium of 31.959% ; representing a YTM of 6.15% p.a.
 [value as on 31.03.2009 is USD 1,256.41 (Previous Year USD 1,188.49)
 per Bond]. A reserve aggregating to Rs.2,71,76,127/-
 
 (Previous Year 1,55,74,288/-) upto 31.03.2009 has been created for the
 redemption premium .
 
 [b] The Company has issued 1,65,000 Nos 0.50% Foreign Currency
 Convertible Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165
 Million at par on 09.03.2006. These Bonds are convertible at the option
 of bond-holders into equity shares of Rs.10/- each fully paid at the
 conversion price of Rs. 558.773 per share, subject to the terms of
 issue, with a fixed rate of exchange of Rs. 53.599 equal to Euro 1.00
 at any time on or after 19.04.2006 and prior to the close of business
 on 02.03.2013.
 
 Post split of the Equity Shares of Rs 10/- each into 5 Equity Shares of
 Rs 2/- each on 26.12.2007, the Bonds are/will be converted into Equity
 shares of Rs 2/- each at the conversion price of Rs 111.7546 per share.
 
 4,750 FCCBs of Euro 1,000 each were converted into 22,78,162 Equity
 Shares of Rs.2/- each during 2008-09 (Previous Year 1,31,810 FCCBs of
 Euro 1,000 each were converted into 1,26,43,545 Equity Shares of
 Rs.10/- each and 23,714 FCCBs of Euro 1,000 each were converted into
 1,13,73,546 Equity Shares of Rs.2/- each).
 
 4,726 FCCBs of Euro 1,000 each [Previous Year 9,476] were outstanding
 as on 31.03.2009. Upon conversion of the outstanding Bonds into Equity
 Shares, the share Capital of the Company will increase by 22,66,653
 Equity Shares of Rs.2/- each (Previous Year 45,44,816).
 
 Unless previously converted, the bonds are redeemable at maturity on
 09.03.2013 at a premium of 32.071% ; representing a YTM of 4.50% p.a.
 [value as on 31.03.2009 is Euro 1,128.406 (Previous Year Euro 1,084.67)
 per Bond]. A reserve aggregating to Rs. 4,15,26,524/- (Previous Year
 5,09,24,070/-) upto 31.03.2009 has been created for the redemption
 premium.
 
 [c] The Company has issued 4,00,000 Zero Coupon Foreign Currency
 Convertible Bonds [FCCB-III] of USD 1,000 each aggregating to USD 400
 Million at par on 11.09.2007. These Bonds are convertible at the option
 of bond-holders into equity shares of Rs 10/- each fully paid at the
 conversion price of Rs. 1,238.78 per share, subject to the terms of
 issue, with a fixed rate of exchange of Rs. 40.35 equal to USD 1.00 at
 any time on or after 22.10.2007 and prior to the close of business on
 05.09.2012.
 
 Post split of the Equity Shares of Rs 10/- each into 5 Equity Shares of
 Rs 2/- each on 26.12.2007, the Bonds are/will be converted into Equity
 shares of Rs 2/- each at the conversion price of Rs 247.756 per share.
 
 No conversion has taken place during F.Y. 2008-09 ( Previous Year 4,500
 FCCBs of USD 1,000 each were converted into 7,32,876 Equity Shares of
 Rs.2/- each) .
 
 During the year the Company has bought back FCCBs aggregating USD
 40.025 million at an average discount of 47% and the gain amounting to
 Rs 86,64,19,134 has been credited to Capital Reserve.
 
 FCCBs for USD 355.475 Million (Previous Year USD 395.50 Million) were
 outstanding as on 31.03.2009. Upon conversion of the Bonds into Equity
 Shares, the Share capital of the Company will increase by 5,78,93,315
 Equity shares of Rs. 2/- each (Previous Year 6,44,11,860).
 
 Unless previously converted, the bonds are redeemable at maturity on
 12.09.2012 at a premium of 47.701% ; representing a YTM of 7.95% p.a.
 [value as on 31.03.2009 is USD 1,12,926.204 (Previous Year USD
 1,04,456.842) for a principle amount of USD 1,00,000]. A reserve
 aggregating to Rs. 2,36,40,97,848/- (Previous Year 71,50,55,730) upto
 31.03.2009 has been created for the redemption premium.
 
 06 Pursuant to the notification dated March 31,2009 issued by the
 Ministry of Corporate Affairs, the Company has exercised the option
 available under the newly inserted Paragraph 46 to the Accounting
 Standard AS - 11”The effect of changes in Foreign Exchange Rates” to
 add or deduct the FE fluctuation to capital cost of the Assets.
 Accordingly the foreign exchange fluctuation of Rs 10,40,83,687 for the
 financial year 2008-09 on long term loans for projects already
 commissioned has been added to cost of Capital Assets. In terms of the
 said notification, the gain of Rs 8,19,80,000 credited to Profit & Loss
 Account during F. Y. 2007-08 has also been adjusted to the Capital
 Assets by debiting General Reserve. The net addition in the assets will
 be amortized during the remaining life of the assets.
 
 07 In the opinion of Board of Directors, the Current Assets, Loans and
 Advances” have a value on realisation in the ordinary course of
 business at least equal to the amount at which they are stated in the
 Balance Sheet.
 
 [b] Term Loans including External Commercial Borrowings from Financial
 Institutions, Banks and Bank Guarantees to the extent of Rs.103.13
 Crores [Previous Year Rs.112.50 Crores] [for partially securing Non
 Convertible Debentures] together with all interest, liquidated damages,
 premia on prepayment or on redemption, costs, expenses and other
 monies, stipulated in the Loan Agreements are secured by equitable
 mortgage of Immovable Properties and Hypothecation of movables [present
 and future], save and except book debts and exclusive charge on assets
 including under Hire Purchase, ranking pari passu, subject to prior
 charge on specified movables created/to be created in favour of the
 Companys Bankers for working capital facilities.
 
 [c] Term Loans obtained from Banks for setting up of 6.2 Million TPA
 Cement Plant in H.P. at Baga & Bagheri , Grinding Units in Haryana at
 Panipat and in Uttaranchal at Roorkee, 3.0 Million TPA Cement Plant in
 U.P.at Dalla,Churk and Chunar and 2.0 Million TPA Cement Plant in M.P.
 at Sidhi together with all interest, liquidated damages, premia on
 prepayment or on redemption, costs, expenses and other monies,
 stipulated in the Loan Agreements, are secured/to be secured by
 equitable mortgage of immovable properties and Hypothecation of
 movables of respective Cement Plants [present and future], save and
 except book debts, ranking pari passu, subject to prior charge on
 specified movables created/to be created in favour of the Companys
 Bankers.
 
 [d] Term Loans including External Commercial Borrowings amounting to Rs
 10,45,26,60,529 (balance as on 01.04.2008 Rs 3,95,05,15,735) obtained
 from Banks and Others for setting up 2.4 millions TPA Cement Plant at
 Bhuj with Grinding Unit at Wanakbori in Gujarat together with all
 interest, liquidated damages, premia on prepayment or on redemption,
 costs, expenses and other monies, stipulated in the Loan Agreements,
 are secured / to be secured by equitable mortgage of immovable
 properties and Hypothecation of movables of the Plant, save and except
 book debts, ranking pari passu, subject to prior charge on specified
 movables created/ to be created in favour of the Bankers for Working
 Capital facilities. The Secured Liability of Rs 4,44,00,000 from
 Gujarat Industrial Investment Corporation Ltd. is secured by collateral
 security belonging to M/s Shikhar Enterprise - Prop. Anjan H. Raja and
 the Office premises (Book value of Rs 57,32,834 and W.D.V. Rs
 53,59,054). This liability is under settlement with Gujarat Industrial
 Investment Corporation Ltd.
 
 [e] Term Loans amounting to Rs 50,00,00,000/- (Previous Year Rs.Nil)
 obtained from Banks for setting up 3.5 million TPA Cement Plant at
 Jaggayyapet, Distt. Krishna, Andhra Pradesh together with all interest,
 liquidated damages, premia on prepayment or on redemption, costs,
 expenses and other monies, stipulated in the Loan Agreements to be
 secured by equitable mortgage of immovable properties and Hypothecation
 of movables of the Plant, save and except book debts, ranking pari
 passu, subject to prior charge on specified movables created/ to be
 created in favour of the Bankers for Working Capital facilities.
 
 [f] Term Loan from Oriental Bank of Commerce [OBC] and disbursements of
 Rs.50 Crores each from IFCI Limited and OBC against their respective
 sanction of Rs.100 Crores each for setting up of Resort Cum Spa at
 Greater Noida in Uttar Pradesh and Rs.20 Crores sanctioned by OBC for
 construction of additional rooms in Hotel Jaypee Siddharth, Rajendra
 Place, New Delhi, together with all interest, liquidated damages,
 premia on prepayment or on redemption, costs, expenses and other monies
 stipulated in the loan agreements, are secured by way of first charge
 rankging pari passu on the fixed assets of the Resort Cum Spa and
 collateral security of existing immovable properties, ranking pari
 passu, subject to prior charge on specified assets created/ to be
 created in favour of the Bankers and to the extent charged by way of
 primary security against cash credit facility from Indian Overseas Bank
 against first charge over the Inventories and Book Debts.
 
 [g] Term Loan of Rs 200 crores sanctioned by Punjab National Bank for
 Yamuna Expressway Project, outstanding Rs.192,54,15,777/- as on
 31.03.2009 [Previous Year Rs 199,99,33,998/-] is secured by way of Ist
 charge on 370.49 acres of Lease Hold Land at Jaypee Greens, Greater
 Noida. The said loan has been transferred to Jaypee Infratech Limited,
 a Subsidiary of Jaiprakash Associates Limited. The charge is yet to be
 vacated.
 
 [h] The Working Capital facilities availed from the Consortium member
 Banks with Canara Bank, as lead, are secured by way of first charge on
 Current Assets i.e. Hypothecation of Stocks of Raw Materials,
 Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and
 Book Debts [except pertaining to Overseas Works and Projects under
 development] ranking pari-passu and 2nd charge on the Fixed Assets of
 the Company, both present and future except assets exclusively charged.
 
 [i] Interest Free Loan granted by U.P. Financial Corporation (UPFC)
 under Audyogik Nivesh Protshahan Yojna Scheme is secured by way of
 First Charge on the Fixed Assets of the respective Units of the
 Company.
 
 09 Conveyance Deed in respect of Ahmedabad office purchased by
 Transferor Company is yet to be executed. However the Company has
 already taken possession from the Society viz. Sanukt Members
 Association, as per rules of the Society of which the Company is a
 member.
 
 10 Sub- Lease in respect of Real Estate Land purchased by Transferor
 Companies from Jaypee Infratech Limited is yet to be executed.
 
 11 The Free-hold Land [Agricultural] purchased by the Company for
 Rs.2,96,407/- measuring 7 Bighas at Rangpuri, New Delhi has been
 notified for acquisition U/s 4 & 6 of the Land Acquisition Act. The
 Companys claim for compensation is pending settlement.
 
 12 29,49,99,900 Equity Shares of Rs.10/- each fully paid up [ Previous
 Year 29,49,99,900 Equity Shares] of Jaiprakash Hydro-Power Limited
 [JHPL] [subsidiary company] are pledged with IFCI Limited as collateral
 security for the financial assistance granted by Lenders to JHPL. As on
 31.03.2009 loan outstanding was Rs 741.17 Crores [Previous Year
 Rs.829.58 crores]. The Company has furnished Bank Guarantee to Satluj
 Jal Vidyut Nigam Limited [SJVNL] for Rs.7 crores [included in 2(a)
 above] for Inter Connection Facility established by SJVNL at Jhakri for
 evacuation of Power from JHPLs Baspa-II HEP.
 
 13 42,90,00,000 Equity Shares of Rs.10/- each fully paid up [ Previous
 Year 42,90,00,000 Equity Shares] of Jaiprakash Power Ventures Limited
 [JPVL] [subsidiary company] are pledged with IDBI Trusteeship Services
 Limited [ITSL] as collateral security for the financial assistance
 granted by PFC, PNB, ICICI, IDBI, REC and LIC to JPVL. As on 31.03.2009
 loan outstanding was Rs 900.37 crores [Previous Year Rs.1,008.95
 crores] and 25.4265 Million USD equivalent to Rs.129.48 crores
 [Previous Year 28.5085 Million USD equivalent to Rs. 114.03 crores].
 
 14 27,75,00,000 Equity Shares [including 5,25,00,000 Equity Shares
 pledged on 2nd April 2009] of Rs.10/- each fully paid-up [Previous Year
 22,50,00,000 Equity Shares] of Jaypee Karcham Hydro Corporation Limited
 [JKHCL] [Subsidiary Company] are pledged with ITSL as collateral
 security for financial assistance granted by Lenders to JKHCL. As on
 31.03.2009 loan outstanding was Rs 1909.74 Crores [ Previous Year
 Rs.582.82 crores].
 
 15 The Company has pledged 28,95,00,000 Equity Shares of Rs 10/- each
 fully paid up of Jaypee Infratech Limited (JIL) (Subsidiary Company)
 with IDBI Trusteeship Services Limited (ITSL) (Trustee) and executed
 non disposal undertaking for further 20,26,50,000 Equity Shares of JIL
 held by the Company in favour of ITSL as collateral security for the
 financial assistance of Rs 3,000 crore Rupee Term Loan granted by ICICI
 Bank Limited to JIL.As on 31.03.2009 loan outstanding was Rs 1675
 crore.
 
 16 6,01,80,000 Equity Shares of Rs.10/- each fully paid-up of Himalayan
 Expressway Limited [HEL} are pledged with Axis Bank Limited as
 collateral security for financial assistance granted to HEL. As on
 31.03.2009 loan outstanding was Rs.114 Crores.
 
 17 The Company has pledged 20,35,000 Equity Shares held in Jaypee DSC
 Ventures Limited to HUDCO as Security for Loans granted to Jaypee DSC
 Ventures Limited.
 
 18 Jaypee Infratech Limited has mortgaged 50 acres of Land against term
 Loan for Rs 600 crore granted by Standard Chartered Bank to the
 Company.
 
 19 Other Liabilities shown under the head Current Liabilities &
 Provisions” include Book Overdraft of Rs.13,03,11,728/- [Previous Year
 Rs.20,63,79,931/-].
 
 20 The External Commercial Borrowings [ECBs] outstanding as on
 31.03.2009 of JPY 25447.50 million, USD 32.50 million, USD 24 million
 and USD 15 million, JPY 1030.27 million, GBP 34.84 million and CAD
 61.625 million are hedged in respect of coupon as well as repayment.
 Hedging of JPY to USD in respect of JPY 1030.27 million will be done as
 soon as FE rates stabilise.
 
 As on 31.03.2009, the Company has outstanding exposure of USD 20,60,000
 against Foreign Currency Convertible Bonds [FCCB-1] [Previous Year USD
 20,60,000] and Euro 47,26,000 against Foreign Currency Convertible
 Bonds [FCCB-II] [Previous Year Euro 94,76,000] and USD 35,54,75,000
 against Foreign Currency Convertible Bonds [FCCB-III] (Previous Year
 USD 39,55,00,000) unhedged pending conversion into Equity Share Capital
 (owing to Current Market Share Price being higher/near Conversion
 Price).
 
 USD 3,36,17,275 [Previous Year USD 14,99,15,854], Euro 2,14,93,935/-
 [Previous Year Euro 5,31,00,837] and CAD 6,16,25,000 [Previous Year
 Nil] are parked overseas pending utilization.
 
 33 Related Parties disclosures, as required in terms of Accounting
 Standard [AS] 18” are given below:
 
 Relationships
 
 [a] Subsidiary Companies [including their subsidiaries]:
 
 [i] Jaiprakash Hydro Power Limited
 
 [ii] Jaiprakash Power Ventures Limited
 
 [iii] Jaypee Karcham Hydro Corporation Limited
 
 [iv] Jaypee Infratech Limited
 
 [v] Himalayan Expressway Limited
 
 [vi] Jaypee Ganga Infrastructure Corporation Limited
 
 [vii] Bina Power Supply Company Limited [subsidiary of Jaiprakash Power
 Ventures Limited w.e.f 15.05.08]
 
 [viii] Jaypee Hotels Limited [till 31.03.2008]*
 
 [ix] Jaypee Cement Limited [till 31.03.2008]*
 
 [x] Gujarat Anjan Cement Limited [subsidiary of Jaypee Cement Limited
 till 31.03.2008]*
 
 * Merged with the Company w.e.f 01.04.2008
 
 [b] Joint Venture Subsidiaries :
 
 [i] Madhya Pradesh Jaypee Minerals Limited
 
 [ii] Bhilai Jaypee Cement Limited
 
 [iii] Bokaro Jaypee Cement Limited
 
 [iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
 Jaiprakash Hydro
 
 Power Limited] [v] JPSK Sports Private Limited [vi] Gujarat Jaypee
 Cement and Infrastructure Limited [vii] Jaypee Arunachal Power Limited
 [Joint Venture Subsidiary Company of Jaiprakash Power
 
 Ventures Limited] [w.e.f. 23.04.2008]
 
 [c] Associate Companies:
 
 [i] Jaypee Ventures Private Limited
 
 [ii] Jaypee Development Corporation Limited
 
 [iii] Jaiprakash Kashmir Energy Limited
 
 [iv] JIL Information Technology Limited
 
 [v] Gaur & Nagi Limited
 
 [vi] Indesign Enterprises Private Limited
 
 [vii] Sonebhadra Minerals Private Limited
 
 [viii] RPJ Minerals Private Limited
 
 [ix] Jaypee Petroleum Private Limited [ w.e.f. 17.04.2008]
 
 [x] Jaypee Hydro Carbons Private Limited [ w.e.f. 17.04.2008]
 
 [xi] Jaypee Spa Infocom Limited [ w.e.f. 16.05.2008]
 
 [d] Key Management Personnel:
 
 [i] Shri Manoj Gaur, Executive Chairman
 
 [ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
 
 Whole-time Directors:
 
 [i] Shri Sunny Gaur, Managing Director [Cement]
 
 [ii] Shri Pankaj Gaur, Joint Managing Director [Construction]
 
 [iii] Shri S.D. Nailwal, Whole time Director
 
 [iv] Shri Ranvijay Singh,Whole time Director
 
 [v] Shri R.K.Singh,Whole time Director
 
 [e] Relatives of Key Management Personnel, where transactions have
 taken place
 
 [i] Shri Gyan Prakash Gaur [ii] Shri P.K.Jain [iii] Shri Sachin Gaur
 [iv] Smt.Rekha Dixit [v] Smt.Rita Dixit [vi] Shri Naveen Kumar Singh
 [vii] Smt Manju Sharma [viii] Smt Neha Sharma Note: Related party
 relationships are as identified by the Company and relied upon by the
 Auditors.
 
 20 During the year the Company had allotted 1,00,00,000 Equity shares
 of Rs.2/- each against 1,00,00,000 Warrants to Jaypee Ventures Private
 Limited, [a Promoter Company] on Preferential Basis at a premium of
 Rs.395/- per share. As on 31.03.2009, 4,00,00,000 Warrants are
 outstanding entitling to apply for allotment of one equity share of
 Rs.2/- each against each Warrant on full payment @ Rs.397/- per share,
 against which an upfront payment of Rs.158.80 Crores has been received.
 
 21 No Provision has been made in the accounts in respect of demand
 towards penalty and fine raised by Directorate General of Foreign Trade
 [DGFT] on import of cars under EPCG Licence. An appeal has been filed
 before the Additional Director General of Foreign Trade [Appeal] which
 is pending for final orders.
 
 22 (a) Provident Fund - Defined Contribution Plan
 
 All employees are entitled to Provident Fund benefits.
 Rs.18,39,52,056/-[Previous Year Rs.13,29,06,966/-] has been debited in
 the Profit & Loss Account during the year.
 
 (b) Gratuity and Leave encashment - Defined Benefit Plans - Provision
 made as per actuarial valuation. The Company has created a Trust
 namely. Jaiprakash Associates Employees Gratuity Fund Trust vide Trust
 Deed dated 30th March, 2009 and has submitted the same for registration
 with Income Tax Authorities. SBI Life has been appointed for management
 of the Trust Fund for the benefit of the employees.
 
 23 For the purpose of Regulation 3[e][i] of the Securities and Exchange
 Board of India [Substantial Acquisition of Shares and Takeovers]
 Regulations, 1997, the Group” constitute Shri Jaiprakash Gaur, his
 associates and Companies as disclosed to Stock Exchanges from time to
 time which include Jaiprakash Associates Limited (JAL), its
 Subsidiaries given under Sl.No.33(a) & (b) above, its Associates given
 under Sl.No.33(c) above and other Companies namely, Siddharth Utility
 Private Limited, Ironwill Holdings Private Limited and Investments
 Private Limited.
 
 24 Figures for the previous year have been regrouped/recast/rearranged
 wherever considered necessary to conform to this years classification.
 
 25 All the figures have been rounded off to the nearest lakh rupees
 [except in the Notes to the Account].