1. Amalgamation
Pursuant to the Scheme of Amalgamation [the Scheme] U/s 391/394 of
the Companies Act, 1956, the erstwhile Jaypee Karcham Hydro Corporation
Limited (JKHCL) and Bina Power Supply Company Limited (BPSCL)
(Amalgamating Companies) stand merged with Jaiprakash Power Ventures
Limited (Amalgamated Company) w.e.f 01.04.2010 [the Appointed date]
in terms of the Order dated 25.07.2011of Hon''ble High Court of Himachal
Pradesh at Shimla sanctioning the Scheme and is effective from
26.07.2011. The Amalgamating Companies are in Power generation
business. JKHCL is setting up 1000 MW Hydro-electric Power Project and
BPSCL is setting up 1250 MW Thermal Power Project. The Amalgamated
Company is engaged in generation of hydro-electric power (300 MW at
Baspa HEP & 400 MW at Vishnuprayag HEP) and implementing 1320 MW Super
Critical Thermal Power Project at Nigrie.
With effect from the Appointed date, all the business undertakings,
assets, liabilities, rights and obligations of the Amalgamating
Companies stood transferred to and vested in the Amalgamated Company in
consideration for issue of one equity shares of Rs. 10/- each in the
Amalgamated Company for every five equity share of Rs. 10/- each held
in JKHCL (Amalgamating Company) and for issue of two equity shares of
Rs. 10/- each in the Amalgamated Company for every thirteen equity
share of Rs. 10/- each held in BPSCL (Amalgamating Company).
The Amalgamating Companies carried on all the businesses and activities
for the benefit of and in trust for the Amalgamated Company from the
''Appointed date''. Thus, the profit or income accruing or arising to the
Amalgamating Companies or expenditure or losses arising or incurred
from the ''Appointed date'' are treated as profit or income or
expenditure or loss as the case may be of the Amalgamated 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 in 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
Amalgamating Companies have been taken over at their book values on the
Appointed dated i.e.
In view of aforesaid amalgamations with effect from 01.04.2010, the
figures for the current year are not comparable with those of the
previous year.
2. Contingent Liabilities:
Particulars (Amount in Rs.)
(i) Outstanding amount of Letter of Credit
(Previous Year Rs. 98,74,476/-) 1,23,31,33,810
Margin Money against above
(Previous Year Rs. 1,37,16,821/-) 1,90,68,000
(ii) Outstanding amount of Bank Guarantee
(Previous Year Rs. 62,11,99,000/-) 1,16,29,54,540
Margin Money against above 1,98,73,549
(Previous Year Rs. 15,36,095/-)
(iii) Estimated amount of contracts remaining
to be executed on Capital Account and INR 3,12,033.31 Lac
not provided for (net of advances) USD 771.42 Lac
(Previous Year INR 1,91,257.61 Lac, Euro 219.45 Lac
USD 586.31 Lac, Euro 219.62 Lac, JPY 1,24,498.82 Lac
JPY 2,30,530.43 Lac) CD 1.41 Lac
(iv) Claims against the company not
acknowledged as debts. (Previous
Year Rs. 2,93,35,073/-) 1,91,12,889
(v) Income tax matters under appeal
(Previous Year Nil) 18,95,23,051
(vi) The Government of Himachal Pradesh has imposed entry tax on the
goods entering the state of Himachal Pradesh. This was challenged by
the Company before the Hon''ble High Court of Himachal Pradesh at
Shimla. The Hon''ble High Court passed an interim order that tax paid by
the petitioner would be treated as deposit and not as tax payment. The
final decision of Hon''ble High Court is awaited. The total liability as
at 31st March, 2011 is Rs. 27,14,69,392/- (Previous year Rs. Nil),
against which Company has deposited Rs. 13,75,24,925/-.
3. Security for Term Loans and Non-Convertible Debentures
3.1 300 MW BASPA-II HEP :
3.1 (a) Rupee Term Loans, Foreign Currency Loans, Working Capital
Facilities and Deferred Payment Guarantee(s) from Financial
Institutions and Banks, together with all interest, guarantee
commission, cost, expenses and other monies stipulated in the Loan
Agreements/Deferred Payment Guarantee Agreement are secured ranking
pari passu among all the participating Institutions and Banks viz State
Bank of India, Andhra Bank, Punjab National Bank, UCO Bank, Oriental
Bank of Commerce, Allahabad Bank, United Bank of India, IDBI Bank Ltd,
IFCI Ltd, and Power Finance Corporation, by
(i) First Charge on book debts, operating cash flows, receivables,
commissions, revenue of whatsoever nature, present & future of the
Baspa II HEP.
(ii) First charge on all the Accounts of the Baspa II HEP including but
not limited to the Trust & Retention Account, Escrow Account of HPSEB
and Debt Service Reserve Account and other accounts required to be
created under any Project Document or contract.
The loans are inter-alia collaterally secured by;
(i) First charge on Baspa II HEP''s all intangible assets, hypothecation
of all the movable assets, assignment of Project Agreements and Escrow
Agreement, all present and future rights, titles, interests, benefits,
claims and demands whatsoever with respect to the Insurance Policies,
claims and benefits to all monies receivable there under and all other
claims there under in respect of all the insured assets of the Project;
(ii) First ranking equitable mortgage on all rights, titles, interests
and benefits in respect of immovable properties, and assets of the
Baspa II HEP.
3.1 (b) The Foreign Currency Loans under Buyers'' Credit are guaranteed
by Deferred Payment Guarantee issued by Power Finance Corporation
Limited.
3.2 400 MW Vishnuprayag HEP :
Rupee Term Loans, Foreign Currency Loans and Working Capital Facilities
from Financial Institutions and Banks, together with all interest,
guarantee commission, cost, expenses and other monies stipulated in the
Loan Agreements are secured ranking pari passu among all the
participating Institutions and Banks viz. State Bank of India, Andhra
Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank
of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad
Bank, Dena Bank, IDBI Bank Ltd, ICICI Bank Ltd and Power Finance
Corporation.
(i) First charge on 400 MW Vishnuprayag HEP''s present and future book
debts, operating cash flows, receivables, commissions, revenue of
whatsoever nature and
(ii) First charge on 400 MW Vishnuprayag HEP''s all the accounts
including the Trust & Retention Account, Escrow Account of Uttar
Pradesh Power Corporation Limited and Debt Service Reserve Account and
each of the other accounts required to be created by the Company under
any 400 MW Vishnuprayag HEP Document.
The loans are inter-alia collaterally secured by :
(i) First charge on 400 MW Vishnuprayag HEP''s all intangible assets,
hypothecation of all the movable assets, assignment of Project
Agreements and Escrow Agreement, all present and future rights, titles,
interests, benefits, claims and demands whatsoever with respect to the
Insurance Policies, claims and benefits to all monies receivable there
under and all other claims there under in respect of all the insured
assets of the Project;
(ii) First ranking equitable mortgage on all rights, titles, interests
and benefits in respect of immovable properties and assets of the 400
MW Vishnuprayag HEP.
3.3 1320 MW Jaypee Nigrie Super Thermal Power Project :
Financial Assistance of Rs.401.20 Crores (Previous year NIL) availed
out of amount of Rs.5670 crores sanctioned by consortium of Financial
Institutions and Banks viz. Bank of Baroda, Bank of Maharashtra, Canara
Bank, Central Bank of India, Corporation Bank of India, ICICI Bank
Limited ,IDBI Bank Limited, IDFC Bank Limited, Indian Overseas Bank,
Life Insurance Corporation of India, Oriental Bank of Commerce ,Punjab
National Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala,
State Bank of Hyderabad, Syndicate Bank, UCO Bank, United Bank of
India, with all interest, cost and other charges/ dues are secured by:
(i) First ranking pari-passu mortgage and hypothecation of all
immovable and movables assets both present and future, all intangible
assets, uncalled capital and all revenues and receivables pertaining to
the Jaypee Nigrie Super Thermal Power Project.
(ii) Pledge of 62.91 Crores (approx 30% of paid-up equity) shares of
the Company held by JAL on pari-passu basis with lenders of Baspa II
HEP and Vishnuprayag HEP.
(iii) Bank Guarantee of Rs.75.65 Crores (Previous Year- Rs.62.04
Crores) by IDBI Bank Limited for Jaypee Nigrie Super Thermal Power
Project is having a subservient charge by way of hypothecation on the
movable assets of the Nigrie Project. Bank Guarantee facility is also
secured by personal guarantee of Shri Manoj Gaur, Chairman of the
Company.
3.4 500 MW Bina Thermal Power Project :
Financial Assistance of Rs. 1166.68 Crores (Previous Year Rs. 431.71
Crores) from consortium of Financial Institutions and Banks with all
interest, cost and other charges/dues are secured by:
(i) First ranking pari-passu mortgage and hypothecation of all
immovable and movables assets both present and future, all intangible
assets, uncalled capital and all revenues and receivables pertaining to
Bina Thermal Power Project.
(ii) Pledge of 42,12,60,000 (Previous Year11,43,20,861) equity shares
of erstwhile BPSCL held by Jaiprakash Power Ventures Ltd. (JPVL)
(earlier the holding company), on pari- passu basis. Consequent to
amalgamation of BPSCL with JPVL, the pledge of shares would get changed
as might be approved by lenders.
(iii) The aforesaid Security rank pari-passu with Bridge Loan Facility
and working capital lenders. Bridge Loan is Nil (Previous Year - Rs.
20.29 Crs.) and Bank Guarantee Rs. 32.35 Crs.(Previous Year - Rs. 27.78
Crs).
3.5 1000 MW Karcham Wangtoo HEP :
The financial assistance disbursed/to be disbursed by financial
institutions and banks by way of Rupee Term Loans together with all
interest, cost and other charges/dues are secured by:
(i) legal mortgage created in English Form on immovable property at
Vadgaon, Taluka Mawal, District Pune, Maharashtra in favour of the
security trustee.
(ii) First ranking pari-passu mortgage and hypothecation of all the
immovable and movables assets both present and future, all intangible
assets, uncalled capital and all revenues and receivables pertaining to
Karcham Wangtoo Project. Charge on all licences, permits, approvals,
assignments, concessions, and consents in connection with the Project,
charge on all the Company''s Accounts except Distribution Account on
which there shall be a floating charge which would get converted into a
fixed charge in case of any default.
(iii) Pledge of 32,55,00,000 (Previous Year-12,00,00,000) number equity
shares in Jaypee Karcham Hydro Corporation Limited (earlier Subsidiary
Company) held by Jaiprakash Power Ventures Ltd. (earlier the Holding
Company) and pledge of 27,75,00,000 (Previous Year - 27,75,00,000)
number Equity Shares in Jaypee Karcham Hydro Corporation Limited
(earlier Subsidiary Company) held by Jaiprakash Associates Limited as
on 31.03.2011 with the lenders. Consequent to amalgamation of JKHCL
with JPVL, the pledge of shares would get changed as might be approved
by lenders.
3.6 (a) Rupee Term Loans, Foreign Currency Loans, of Baspa II
HEP, Vishnuprayag HEP and Nigrie STPP from Financial Institutions and
Banks, together with all interest, guarantee commission, cost, expenses
and other monies stipulated in the Loan Agreements are interalia
secured ranking pari passu by pledge of 62.91 Crore (Sixty Two Crore
Ninety One Lakh ) equity shares of Rs. 10/- each, of the Company held
by Jaiprakash Associates Ltd, to be shared on pari-passu basis with the
lenders of the Baspa II HEP, Vishnuprayag HEP and Nigrie Project.
(b) The Rupee Term Loan of Rs.1,000 Crore sanctioned by ICICI Bank
Limited together with all interests, liquidated damages, front end fee,
premia on prepayment, costs, charges, expenses and other monies is
secured by (i) second charge on all present and future movable and
immovable properties and assets of Sangam Power Generation Company
Limited and Prayagraj Power Generation Company Limited (subsidiaries of
the Company) and first charge on the designated bank account together
with all the monies therein (ii) pledge of 45.46 Crore Equity shares of
Rs. 10/- each fully paid up of the Company held by JAL.
3.7 The Non-Convertible Debentures Series I of Rs. 999.98 Crore and
series II of Rs. 982.59 Crores subscribed by ICICI Bank Limited are
secured by :
(i) Residual charge on the entire fixed assets of the Company.
(ii) Unconditional and irrevocable personal guarantee of Shri Manoj
Gaur, Chairman towards repayment of principal and interest on the
Debentures.
(iii) Letter of Comfort from Jaiprakash Associates Limited the Holding
Company.
4. Security for Working Capital Loan
4(a) 300 MW BASPA-II HEP : The working capital facilities sanctioned by
Punjab National Bank- Shimla are inter - alia secured by security
mentioned in 3.1(a) above and personal guarantees of Shri Jaiprakash
Gaur - Founder Chairman, Shri Manoj Gaur - Chairman, Shri S.K. Sharma -
Vice Chairman & CEO and Shri S. K. Jain - Director of the Company.
4(b) 400 MW Vishnuprayag HEP : Working Capital Loan is secured by
second mortgage/ hypothecation and charge on all movable and immovable
assets of 400 MW Vishnuprayag HEP (including all revenues, receipts,
receivables and intangible properties) both present and future and
second charge on bank accounts including Trust and Retention Accounts
of 400 MW Vishnuprayag HEP.
5. Repayment of Term Loans and Non-Convertible Debentures
5.1 300 MW BASPA-II HEP :
All Rupee Term Loans are repayable in 56 installments payable in July,
August, September and October each year commencing from July 2010, with
the following variation:
Institution/Bank Repayment Schedule
PFC Repayment in 39 Equal Installments in July, August, September and
October each year w.e.f July, 2005
IFCI Repayment in 54 Equal Installments in July, August, September and
October each year w.e.f September, 2010
IDBI FCL Repayment in 40 Equal Installments in June, September,
December and March each year w.e.f September, 2004
5.2 400 MW Vishnuprayag HEP :
Rupee Term Loan of Rs.1650 Crore are repayable in 54 quarterly
installments payable in February, May, August and November each year
commencing from November 2009.
5.3 1320 MW Jaypee Nigrie Super Thermal Power Project :
All Rupee Term Loans sanctioned by Bank of Baroda, Bank of Maharashtra,
Canara Bank, Central Bank of India, Corporation Bank of India, ICICI
Bank Limited ,IDBI Bank Limited, IDFC Bank Limited, Indian Overseas
Bank, Life Insurance Corporation of India, Oriental Bank of Commerce
,Punjab National Bank, State Bank of Bikaner & Jaipur, State Bank of
Patiala, State Bank of Hyderabad, Syndicate Bank, UCO Bank, United Bank
of India, are repayable in 40 equal quarterly installments commencing
from November, 2014.
5.4 1000 MW Karcham Wangtoo HEP :
All Rupee Term Loans are repayable in 75 equal installments payable in
June, July, August, September & October each year commencing from 15th
June, 2012 to 15th October, 2026.
5.5 500 MW Bina Thermal Power Project :
All Rupee Term Loans sanctioned by Allahabad Bank, Bank of Rajasthan,
Canara Bank, Central Bank of India, Jammu & Kashmir Bank, Punjab
National Bank, IDBI Bank Limited, State Bank of Patiala, State Bank of
Hyderabad and Union Bank of India, 90% are repayable in 40 equal
installments in March, June, September and December each year
commencing from March, 2013 and balance 10% in 41st Installment payable
on 1st March, 2023.
5.6 Other Loans :
5.6 (a) Rupee Term Loan of Rs.1,000 Crore of ICICI Bank are repayable
in 9 quarterly installments payable in February, May, August and
November each year commencing from August, 2012.
6. Collateral Security
6(a) 300 MW BASPA-II HEP : Jaiprakash Associates Limited (JAL), the
holding Company, has furnished Corporate Guarantees for the financial
assistance outstanding as on 31.03.2011 amounting to
Rs.127,86,97,966/-(Previous Year Rs.198,00,25,692/-) to the Financial
Institutions and Banks and have also by way of pledge of shares of the
Company held by JAL as given in point 3.6(a) herein above.
6(b) 400 MW Vishnuprayag HEP : JAL, the Holding Company has furnished
Corporate Guarantees for financial assistance outstanding as on
31.03.2011 amounting to US$ 1,92,62,500 and have also by way of pledge
of shares of the Company held by JAL as given in para 3.6(a) herein
above.
6(c) 1320 MW Jaypee Nigrie Super Thermal Power Project :
Pledge of 62.91 Crore shares of the Company held by JAL on pari-passu
basis with lenders of Baspa - II HEP, Vishnuprayag HEP and Nigrie STPP
as mentioned in para 3.6(a) herein above.
6(d) 1000 MW Karcham Wangtoo HEP :
Pledge of 32.55 Crore (Previous Year - 12.00 Crore) Equity Shares in
Jaypee Karcham Hydro Corporation Limited (earlier Subsidary Company)
held by Jaiprakash Power Ventures Ltd.(earlier the Holding Company) and
pledge of 27.75 Crore (Previous Year - 27.75 Crore) Equity Shares in
Jaypee Karcham Hydro Corporation Limited (earlier Subsidiary company)
held by Jaiprakash Associates Limited as on 31.03.2011 with the
lenders. Consequent to amalgamation of JKHCL with JPVL, the pledge of
shares would get changed as might be approved by lenders.
6(e) 500 MW Bina Thermal Power Project :
Pledge of 42,12,60,000 (Previous Year 11,43,20,861) number Equity
Shares in Bina Power Supply Company Limited (earlier Subsidiary
Company) held by Jaiprakash Power Ventures Limited (earlier the Holding
Company) as on 31.03.2011 with the lenders. Consequent to amalgamation
of BPSCL with JPVL, the pledge of shares would get changed as might be
approved by lenders.
7. Unsecured Loans
Unsecured loan of Rs. 10 Crore is repayable to Government of
Uttarakhand in the year 2011-12.
8. The Company had issued 2,000 Nos. 5% Foreign Currency Convertible
Bonds (FCCB) of US$ 1,00,000 each aggregating to US$ 200 Million at par
on 12.02.2010. These Bonds are convertible at the option of the
bond-holders into equity shares of Rs. 10/- each fully paid up at the
conversion price of Rs. 85.8139 per share, subject to the terms of
issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any
time on or after 25.03.2010 and prior to the close of business on
06.02.2015.
No conversion has taken place during the financial year 2010-11.
Unless previously converted, the bonds are redeemable at maturity on
13.02.2015 representing a YTM of 7% p.a. inclusive of coupon rate of 5%
p.a. [value as on 31.03.2011 in US$ 1,02,263 (Previous Year 1,00,263)
for a principal amount of US$ 1,00,000 ]. A reserve aggregating to
Rs.20,88,29,640 up to 31.03.2011 (Previous year 2,42,69,640/-) has been
created for the redemption premium.
As on 31.03.2011 the Company has outstanding exposure of US$ 200
Million against FCCB unhedged, pending conversion into equity share
capital. (US$ 10,34,09,991.91(hedged) is parked overseas pending
utilization as on 31.03.2011).
9. Plant & Machinery includes a sum of Rs 64,67,14,114/- (Previous
year Rs 64,67,14,114/-) being the cost paid for Inter Connection
Facility (ICF) established by Satluj Jal Vidyut Nigam Limited (SJVNL)
at their Switch Yard at Jhakri for evacuation of power generated by 300
MW BASPA-II HEP. The O&M Cost of ICF is paid by the company to SJVNL.
10. In the opinion of the 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.
11. The Trust and Retention Accounts (refer Schedule ''I'') is
maintained pursuant to the stipulations of the ''Financing Agreements''
executed with the Lenders.
12. The Rupee value of Foreign Currency Loans has been considered at
the bank TT selling rate as at 31.03.2011. Accordingly Exchange
Fluctuation for the period 01.04.2010 to 31.03.2011 amounting to
Rs.1890.30 Lacs has been credited to the cost of Plant and
Machinery/Incidental expenditure during construction for projects under
implementation.
13. Additional Information pursuant to the provisions of Paragraph 3
and 4 of Part-II of Schedule VI to the Companies Act, 1956.
14. Managerial remuneration paid/payable to Managing Director/
Whole-time Directors (excluding Provisions for Gratuity and
16. 300 MW BASPA-II HEP: The Himachal Pradesh Electricity Regulatory
Commission (HPERC) have passed the Multi Year Tariff (MYT) Order dated
30th March, 2009 & Review Order dated 10th September, 2009 and 23rd
June, 2010 for F. Y. 09, 10 and 11 and has also trued up the Tariff for
F. Y. 04 to 08 based on actual for the period. The Company has filed
Appeals with Appellate Tribunal for rectification of certain items of
Tariffs inter- alia including MAT for FY 04 to 08 and for FY 09 to FY10
and Rate of Interest on Arrears. Accordingly, the receivables to the
extent of Rs. 76.98 Crore (Previous Year Rs. 56.07 Crore) from HPSEB in
respect of review items are subject to final decision on the
Application/Appeal and other legal remedies available to the Company.
17. As per accounting policy the Advance against Depreciation
amounting to Rs.7905 lacs (Previous Year Rs.7905 lacs) has been treated
as Deferred Revenue.
18. Advance to Suppliers, Contractors and others shown under Loan and
Advances in Schedule D includes Advance to Jaiprakash Associates
Limited, the holding Company under EPC Contract Rs. 4016 Lacs (Previous
Year Rs.23059 Lacs). Maximum amount outstanding during the Year
Rs.24579 Lacs.
19. Related Party Disclosures, as required in terms of Accounting
Standard [AS] 18 are given below:
(1) Relationships (Related party relationships are as identified by the
Company and relied upon by the Auditors)
(a) Holding Company:
Jaiprakash Associates Limited
(b) Subsidiary Companies:
(1) Jaypee Powergrid Limited
(2) Sangam Power Generation Company Limited
(3) Prayagraj Power Generation Company Limited
(4) Jaypee Arunachal Power Limited
(5) Jaypee Meghalaya Power Limited (w.e.f. 26.08.2010)
(c) Fellow Subsidiary Companies:
(1) Jaypee Ganga Infrastructure Corporation Limited
(2) Himalayan Expressway Limited
(3) Jaypee Infratech Limited
(4) Jaypee Sports International Limited
(5) Jaypee Cement Corporation Limited (w.e.f. 22.02.2011)
(6) Bhilai Jaypee Cement Limited
(7) Bokaro Jaypee Cement Limited
(8) Gujarat Jaypee Cement & Infrastructure Limited
(9) Jaypee Agra Vikas Limited
(10) Jaypee Fertilizers & Industries Limited (w.e.f.03.06.2010)
(d) Associate Companies/Concerns :
(1) Jaypee Ventures Private Limited
(2) Jaypee Development Corporation Limited (subsidiary of Jaypee
Ventures Private Limited)
(3) JIL Information Technology Limited (subsidiary of Jaypee Ventures
Private Limited)
(4) Gaur & Nagi Limited (subsidiary of JIL Information Technology
Limited)
(5) Indesign Enterprises Pvt. Limited (subsidiary of Jaypee Ventures
Private Limited)
(6) Indus Hotels UK Limited (subsidiary of Indesign Enterprises Pvt.
Limited)
(7) GM Global Mineral Mining Private Limited (subsidiary of Indesign
Enterprises Pvt. Limited) (w.e.f. 16.07.2010)
(8) Ibonshourne Limited (subsidiary of Indesign Enterprises Pvt.
Limited) (w.e.f. 13.10.2010)
(9) Jaiprakash Agri Initiatives Company Limited (subsidiary of Jaypee
Ventures Private Limited)
(10) Jaypee International Logistics Company Private Limited (subsidiary
of Jaypee Ventures Private Limited)
(11) Tiger Hills Holiday Resort Private Limited (subsidiary of Jaypee
Development Corporation Limited)
(12) Anvi Hotels Private Limited (subsidiary of Jaypee Ventures Private
Limited)
(13) Jaypee Uttar Bharat Vikas Pvt. Limited (w.e.f. 21.06.2010)
(14) Kanpur Fertilisers and Cement limited (Subsidiary of Jaypee Uttar
Bharat Vikas Pvt. Limited) (w.e.f. 26.09.2010)
(15) RPJ Minerals Private Limited
(16) Sarveshwari Stone Products Pvt. Ltd. (subsidiary of RPJ Minerals
Private Limited)
(17) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private
Limited)
(18) Sonebhadra Minerals Private Limited
(19) MP Jaypee Coal Limited
(20) Madhya Pradesh Jaypee Minerals Limited
(21) MP Jaypee Coal Fields Limited
(22) Jaiprakash Kashmir Energy Limited
(23) Jaypee Hotels Limited
(24) Jaypee Mining Venture Private Limited
(25) Ceekay Estate Private Limited
(26) Pac Pharma Drugs and Chemicals Private Limited
(27) Akasva Associates Private Limited
(28) Sparton Growth Fund Private Limited
(29) Jaypee Infra Ventures (A Private Company with unlimited liability)
(30) Sunvin Estates Private Limited (since merged with Jaypee Ventures
Private Limited w.e.f. 01.04.2009)
(31) Manumanik Estates Private Limited (since merged with Jaypee
Ventures Private Limited w.e.f. 01.04.2009)
(32) Arman Estate Private Limited (since merged with Jaypee Ventures
Private Limited w.e.f. 01.04.2009)
(33) Suneha Estates Private Limited (since merged with Jaypee Ventures
Private Limited w.e.f. 01.04.2009)
(34) Pee Gee Estates Private Limited (since merged with Jaypee Ventures
Private Limited w.e.f. 01.04.2009)
(35) Vinamra Housing & Constructions Private Limited (since merged with
Jaypee Ventures Private Limited w.e.f. 01.04.2009)
(36) Vasujai Estates Private Limited (since merged with Jaypee Ventures
Private Limited w.e.f. 01.04.2009)
(37) Samsun Estates Private Limited (since merged with Jaypee Ventures
Private Limited w.e.f. 01.04.2009)
(38) Jaiprakash Exports Pvt. Ltd.
(39) Bhumi Estate Developers Pvt. Ltd.
(40) Jaypee Technical Consultants Pvt. Ltd.
(41) Essjay Enterprises Pvt. Ltd.
(42) Angad Growth Fund Pvt. Ltd.
(e) Key management Personnel:
Jaiprakash Power Ventures Limited
(1) Shri Manoj Gaur, Chairman
(2) Shri S.K. Sharma, Vice Chairman and CEO
(3) Shri Suren Jain, Managing Director and CFO
(4) Shri G.P. Gaur, Whole-time Director,(w.e.f. 01.02.2011)
(5) Shri R.K. Narang, Whole-time Director,
(6) Shri Suresh Chandra, Whole-time Director
(7) Shri J.N. Gaur, Whole-time Director (Up to 30.09.2010)
Bina Power Supply Company Limited Amalgamating company
(1) Shri P. K. Jain, Whole-time Director
(2) Shri V.K. Sriwastva, Whole-time Director
Jaypee Karcham Hydro Corporation Limited Amalgamating company
(1) Shri Dharam Paul Goyal, Managing Director
(2) Shri Parveen Kumar Singh, Whole-time Director
(3) Shri Ravindra Mohan Chadha, Whole-time Director
20. Earnings Per Share is computed in accordance with Accounting
Standard 20 issued by the Institute of Chartered Accountants of India.
21 (a) Provident Fund - Defined Contribution Plan
Employees are entitled to Provident Fund benefits. Amount debited to
Profit and Loss account including Administrative and DLI charges
Rs.90,16,424/- during the year (Previous Year Rs.87,66,633/-) and Rs.
86,86,230/- (Previous year Rs.17,69,106/-) booked in Incidental
Expenses (Pending Capitalisation).
(b) Gratuity - The liability for Gratuity is provided on the basis of
Actuarial Valuation made at the end of each financial year. The
Actuarial Valuation is made on Projected Unit Credit method as per AS
15(revised). Jaiprakash Associates Limited {JAL} (the company''s holding
company) has constituted a Gratuity Fund Trust under the name
Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed
dated 30th March, 2009 for JAL and its subsidiaries and appointed SBI
Life Insurance Co. Ltd. for the management of the Trust Funds for the
benefits of employees. As a subsidiary of JAL, the Company is
participating in the Trust Fund by contributing its liability accrued
up to the close of each financial year to the Trust Fund.
(c) Leave Encashment - Defined Benefit Plans - Provision has been made
as per Actuarial Valuation.
Previous year figures have been given in bracket.
Actuarial Assumptions
(i) Discount Rate 8% (P.Y. 8%)
(ii) Mortality LIC(1994-96(Duly Modified)[ P.Y LIC(1994-96)
{Duly Modified}]
(iii) Turnover Rate Upto 30 Years:3%, 31-44:2%, Above 44:1%
(iv) Future Salary 5.5% (P.Y 5.50%) Increase
22 (a) As per computation made by the Company, provision of Rs.4116
Lacs (Previous Year Rs. 5157 Lacs) towards Minimum Alternate Tax (MAT)
as Tax payable under Section 115JB of Income Tax Act, 1961 has been
made. The MAT paid by the Company for the year is allowed to be carried
forward for a period up to next 10 years to be adjusted against the
normal tax payable, if any, in those years.
(b) Provision for deferred tax has not been made as no deferred tax
liability arises on account of Tax holiday period.
(c) Wealth Tax Liability of Rs. 1,62,120/- has been provided in
Incidental Expenses Pending Capitalisation in respect of Project under
Implementation.
23. The erstwhile amalgamating company Jaypee Karcham Hydro Corporation
Limited had executed a Power Purchase Agreement (PPA) for sale of 704
MW power, out of 1000 MW power from Karcham Wangtoo Project to Power
Trading Corporation (India) Limited (PTC) on 21st March, 2006 for a
term of 35 years with the stipulation that the tariff for sale of power
shall be as approved by Central Electricity Regulatory Commission
(CERC) based on the completion cost as approved by Central Electricity
Authority (CEA)/Central Electricity Regulatory Commission. It was
subsequently found that the Electricity Act, 2003 does not provide for
the determination of tariff for sale of power by
a Generating Company to a Trading Company and therefore based on the
legal opinion the said PPA was considered to be void and PTC was
informed accordingly. The PTC had disputed the position taken by the
Company and the dispute was referred to arbitration. The Arbitral
Tribunal have pronounced the order on 28th April, 2011 by majority
verdict in favour of the Company and held that the PPA executed with
PTC was void. The PTC had also approached the Hon''ble High Court of
Delhi for restraining the Company from entering into agreement for sale
of aforesaid power to any third party which was rejected. The PTC then
filed a SLP in the Hon''ble Supreme Court against the order of Hon''ble
High Court, which is pending.
24. Pursuant to the Memorandum of Understanding signed with Power Grid
Corporation of India Limited (PGCIL), a Joint Venture Company in the
name of `Jaypee Powergrid Ltd.'' (JPPGL) had been incorporated on
05.10.2006 by the Company for developing a Transmission System for the
evacuation of power to be generated by the 1000 MW Karcham Wangtoo
Hydro Electric Project in the State of Himachal Pradesh, to a suitable
interconnection point. The Shareholders'' Agreement had been signed with
PGCIL on 22.02.2007 with 74% Equity Participation with a provision of
minimum 51% Equity Participation by the Company and balance 23%, if
required, by affiliates. The balance 26% Equity is to be contributed by
PGCIL.
25 (c) (i) 7,50,00,000 Equity Shares of Rs. 10/- each fully paid
(Previous Year 5,25,00,000) held by the Company of Jaypee Powergrid
Ltd. (Subsidiary Company) are pledged with IDBI Trusteeship Services
Ltd., as collateral security for the financial assistance granted by
lenders to Jaypee Powergrid Ltd.
(ii) 32,55,00,000 Equity Shares of Rs.10/- each fully paid (Previous
Year 12,00,00,000) held by the Company (earlier the Holding Company) of
Jaypee Karcham Hydro Corporation Limited (earlier the Subsidiary
Company) are pledged with IDBI Trusteeship Services Ltd., as collateral
security for the financial assistance granted by lenders to Jaypee
Karcham Hydro Corporation Limited. Consequent to amalgamation of JKHCL
with JPVL, the pledge of shares would get changed as might be approved
by lenders.
(iii) 42,12,60,000 Equity Shares of Rs.10/- each fully paid (Previous
Year 11,43,20,861) held by the Company (earlier the Holding Company) of
Bina Power Supply Company Limited (earlier the Subsidiary Company) are
pledged with IDBI Trusteeship Services Ltd., as collateral security for
the financial assistance granted by lenders to Bina Power Supply
Company Limited. Consequent to amalgamation of BPSCL with JPVL, the
pledge of shares would get changed as might be approved by lenders.
(iv) 25,96,86,798 Equity Shares of Rs. 10/- each fully paid (previous
year 1,18,62,300) held by the company of Prayagraj Power Generation Co.
Ltd. (Subsidiary Company) are pledged with SBI Cap Trusteeship Services
Ltd., as collateral security for the financial assistance granted by
lenders to Prayagraj Power Generation Co. Ltd.
26. In terms of Scheme of Amalgamation as approved by the Hon''ble High
Court of Himachal Pradesh at Shimla vide order dated 25.07.2011, the
Company has decided to write off the balance lying in Goodwill of
Rs.962.81Crore created out of earlier Amalgamation from ''Amalgamation
Reserve'' arising on merger of Jaypee Karcham Hydro Corporation Limited
and Bina Power Supply Company Limited with the Company. In previous
year Goodwill was written off from Share Premium Account amounting to
Rs.106.98 Crore.
28. The Company has presently one operative segment i.e. Generation
of Power; hence, separate segment reporting is not applicable.
29. In terms of ''Accounting Standard (AS) 28'', the assets are not
impaired because the recoverable amount of fixed assets collectively
determined by the present value of estimated future cash flows is
higher than its carrying value.
30. All the figures have been rounded off to the nearest rupees in
lacs except in the Notes to the Accounts.
31. Previous Year''s figures have been regrouped/re-arranged wherever
considered necessary to make them conform to the figures for the year. |