Jaiprakash Hydro-Power

The Directors of your Company are pleased to present the Thirteenth
 Annual Report together with the Audited Accounts of the Company for the
 year ended 31st March, 2008.
 
 WORKING RESULTS
 
 The working results for the year under report are as under :-
 
                                                        (Rs. in Crores)
                                           Current Year   Previous Year
                                           31.03.2008    31.03.2007
 
 Gross Revenue                               307.63      335.77
 Less: Rebate for prompt payments              6.81        6.69
                                             300.82      329.08
 Add: other income                            41.68       27.44
 Total Income                                342.50      356.52
 Profit before Depreciation & Taxation       218.09      221.25
 Less : Depreciation                          45.88       45.62
                                             172.21      175.63
 Add: Extra-Ordinary items 
 Insurance claim relating to earlier years    68.40
 Prior Period Adjustments                       -         49.21
                                             240.61      224.84
 Less: Provision for taxation                 27.21       25.30
 Profit after taxation                       213.40      199.54
 
 OPERATIONS
 
 The performance of the Plant and the Energy generation during the year
 under report is as under :- Plant Availability(%) Generation (million
 units) Net Saleable Energy 99.91 1121.26
 
 The tariff for the year under report, as per the Tariff Order dated
 24th February, 2007 and in accordance with the Power Purchase Agreement
 (PPA), works out to Rs. 2.74 per unit. The generation of the energy
 during the year was good. 1274.16 MUs including 12% Free Power were
 delivered at Jhakri to Himachal Pradesh State Electricity Board/
 Government of Himachal Pradesh. The Net Saleable Energy for the year
 was 1121.26 MUs, out of which 1050.06 MUs was the Primary Energy and
 the balance 71.20 MUs was Secondary Energy.
 
 TARIFF
 
 The Company has filed the tariff application on 30th November, 2007
 with Honble HPERC for determination of tariff for Financial Year
 2008-09 to 2010-11, which is in process. Pending determination of
 tariff, Honble HPERC has been requested that payment of monthly energy
 bills be paid as per the Tariff Order dated 24th February, 2007.
 
 DIVIDEND
 
 Your directors had declared and paid, in September, 2007 an interim
 dividend of 7.5% for the Financial Year ended 31st March, 2008
 absorbing an amount of Rs. 36.83 crore (excluding Dividend Distribution
 Tax of Rs. 6.26 crore). Your Directors are pleased to report that the
 Board has decided to recommend a final dividend of 7.5% for the
 Financial Year ended 31st March, 2008. The final dividend will absorb
 an amount of Rs.36.82 crore (excluding Dividend Distribution Tax of
 Rs.6.26 crore). The total dividend outflow for the year 31st March,
 2008 aggregating Rs. 73.65 crore (excluding Dividend Distribution Tax
 of Rs. 12.52 crore) represents 15% of the Companys Paid-up Equity
 Share Capital.
 
 INSURANCE CLAIMS
 
 The Directors wish to report that the Insurance Company has settled
 insurance claims at Rs. 68.40 crores for loss of generation during the
 period of suspension of energy generation (on account of damage to
 Pothead Yard) from 19th January, 2006 to 2nd May, 2006, out of which
 Rs. 60 crores had already been received.
 
 The Directors are pleased to report that the restoration works of
 barrage and installation of the Pothead Yard of the Power House had
 already been completed. The Protection works of cladding over the
 Pothead Yard is nearing completion.
 
 SUBSIDIARY COMPANY
 
 The Balance Sheet as at 31st March, 2008 of Jaypee Powergrid Ltd., a
 subsidiary of your company, is annexed to the Annual Report and
 Accounts.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 A statement under Section 212 of the Companies Act, 1956 in respect of
 the subsidiary Company is annexed and forms an integral part of this
 Report. The consolidated financial statements of the Company and its
 subsidiary company 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.
 
 OUTLOOK
 
 The Directors are pleased to report that the generation of energy
 during the year under report was satisfactory. The Plant availability
 was 99.91%. The entire energy generated was purchased by HPSEB.  HPSEB
 is making the payment regularly of the energy bills as per Tariff Order
 passed by Honble HPERC. The availability of water in River Baspa is
 satisfactory. The Company is hopeful that, barring unforeseen events,
 the Plant would generate full design energy during the current year.
 
 Jaypee Powergrid Limited formed in Joint Venture with Power Grid
 Corporation of India Limited is developing a transmission system to
 evacuate power of 1000 MW Karcham Hydro Electric Project and the same
 is progressing as per schedule. The Company alongwith its affiliate
 (Jaiprakash Power Ventures Ltd.) shall be investing upto 74% in the
 equity share capital of Jaypee Powergrid Ltd. (51% by the Company and
 23% by its affiliate) and the balance 26% shall be subscribed by Power
 Grid Corporation of India Ltd.
 
 With the Power Station expected to generate full design energy coupled
 with the transmission system being set up through the Joint Venture
 Company, as aforesaid, the future outlook of the Company is bright.
 
 SHARE CAPITAL
 
 During the year under report, there was no change in the Paid-up equity
 Share Capital of the Company.
 
 AUDIT COMMITTEE
 
 The Audit Committee consists of Independent Directors, namely Shri B.K.
 Taparia (Chairman), Shri B.K. Gupta (LIC Nominee), Shri B.K. Batra
 (IDBI Nominee) and Shri S.D. Nailwal, satisfying the requirements of
 Section 292A of the Companies Act, 1956 and Clause 49 of the Listing
 Agreement with Stock Exchanges.
 
 DIRECTORATE
 
 During the year under report, Shri Jaiprakash Gaur and Shri B.B. Tandon
 were appointed as additional directors w.e.f.  29th October, 2007.
 
 Shri Har Prasad and Shri D.N. Davar resigned as Directors w.e.f.  1st
 January, 2008 and 25th January, 2008 respectively. The Board places on
 record and acknowledges the valuable contribution of Shri Har Prasad
 and Shri D.N. Davar during their tenure as directors on the Board of
 the Company.
 
 Shri Suresh Chandra has been appointed as Director of the Company in
 the casual vacancy caused due to the resignation of Shri Har Prasad.
 Shri Suresh Chandra was also appointed as Whole- time Director w.e.f.
 11th January, 2008.  Shri Gopi K. Arora, Shri Manoj Gaur, Shri Narendra
 Singh, Shri S. D. Nailwal and Shri S. K. Jain retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 CORPORATE GOVERNANCE
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, a Report on Corporate Governance together with Auditors
 Certificate on Corporate Governance is appended to the Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, a Management Discussion and Analysis report is appended to
 the Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on the representation received from the operating
 management, certification 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, 2008:
 
 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, 2008 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.
 
 DEPOSITS
 
 The Company did not invite / accept any Fixed Deposits from the public
 during the year under report.
 
 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 vide Companies (Particulars of
 Employees) (Amendment) Rules, 2002 is annexed to this report and forms
 integral part of this report.
 
 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
 EXCHANGE EARNINGS AND OUTGO
 
 Particulars with respect to conservation of energy, technology
 absorption and foreign exchange earnings and outgo, as per 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 and forming part of the Directors Report for the year ended 31st
 March, 2008, are annexed to this report.
 
 NOTES ON ACCOUNTS
 
 The Auditors Report and Notes on Accounts are self-explanatory.
 
 AUDITORS
 
 M/s. R. Nagpal Associates, Chartered Accountants, Auditors of the
 Company retire at the conclusion of this Annual General Meeting and,
 being eligible, offer themselves for re-appointment.
 
 PERSONNEL AND INDUSTRIAL RELATIONS
 
 The industrial relations continued to be cordial. The Directors wish to
 place on record their appreciation for the contribution of the workers
 and officers of the Company at all levels.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to place on record their gratitude to the Government
 of Himachal Pradesh and Government of India and their various
 Departments, Himachal Pradesh State Electricity Board, Himachal Pradesh
 Electricity Regulatory Commission, NHPC (Lenders Engineers), Reserve
 Bank of India, Financial Institutions and Public Sector / Foreign
 Banks, for their continued co-operation and support.  The Board
 sincerely acknowledges the faith and confidence reposed by the
 shareholders in the Company.
 
                                                 On behalf of the Board
 Place: Noida                                    MANOJ GAUR 
 Date : 25th April, 2008                         CHAIRMAN