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Jaiprakash Associates

BSE: 532532|NSE: JPASSOCIAT|ISIN: INE455F01025|SECTOR: Infrastructure - General
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Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '18    Mar 17

To The Members,

The Directors submit their report for the Financial Year ended 31st March 2018:

1.0 WORKING RESULTS

The working results of the Company for the year under report are as under:

(Rs. in Crores)

Financial year ended

31.03.2018

31.03.2017

Gross Total Revenue

6,288.10

6,756.68

Profit before Interest, Depreciation & Tax

1,210.73

80.37

Less: Finance Costs

967.54

3,567.28

Less : Depreciation

506.75

878.20

Profit before Exceptional items & Tax

(-) 263.56

(-) 4,365.11

Exceptional Items

615.27

(-) 480.34

Profit before Tax

351.71

(-) 4,845.45

Provision for Tax (including Deferred Tax)

--

(-) 483.88

Profit after Tax

351.71

(-) 4,361.57

Other Comprehensive Income

(-) 10.00

(-) 3.62

Total Comprehensive Income

341.71

(-) 4,365.19

Basic Earnings Per Share [Face value Rs. 2 per share] in Rupees

1.45

(-) 17.93

Diluted Earnings Per Share [Face value Rs. 2 per Share] in Rupees

1.45

(-) 17.93

Note: The figures for year ended 31st March 2017 as well as for year ended 31st March 2018 are as per Indian Accounting Standards (IND AS).

The Members may observe from the above table that the finance cost and depreciation for the year under report aggregated to Rs. 1474.29 crores against the previous year aggregate of Rs. 4445.48 crores resulting in a surplus of Rs. 351.71 crores against a deficit of Rs. 4845.45 crores after taking into account the exceptional items. Accordingly the EPS has become positive at Rs. 1.45 per share of Rs. 2/- each against a negative of Rs. 17.93 per share. The members are aware that the Company has been continuously making efforts to deleverage its balance sheet by operational efficiency and divestment of assets for the overall benefit of stakeholders.

Pursuant to restructuring/ reorganization/ realignment of the debt of the Company, a Scheme of Arrangement (SOA) was approved by the Board of Directors, for demerger of Company’s real estate undertaking viz. SDZ Real Estate Development Undertaking (SDZ-RE) comprising identified moveable and immoveable assets and liabilities (including estimated debt to the tune of Rs.11,834 crore as on 1st July 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis, which is pending sanction by Hon’ble National Company Law Tribunal (NCLT), Allahabad. The long stop date of the SOA originally provided upto 31st May 2018 has been extended till 31st December 2018.

Interest accrued on debt portion to be transferred to SDZ-RE i.e. JIDL upon Order of NCLT, Allahabad, with appointed date of 1st July 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of SDZ-RE, since the same has to be serviced from the assets/development of assets of the said SDZ-RE.

2.0 DIVESTMENT INITIATIVES & REDUCTION OF DEBT

In line with the Company’s publically stated policy, the summary of divestments carried out by the Company and its subsidiaries/ associate companies are given below. The Restructuring Committee of the Board, which includes three Independent Directors, continues to consider various options in this regard. The management is concentrating its efforts to strengthen the core competence business segment of the Company i.e. Engineering & Construction activities.

SUMMARY OF DIVESTMENTS CARRIED OUT BY THE COMPANY AND ITS SUBSIDIARIES/ ASSOCIATE COMPANIES

a. sale of cement plants in gujarat by jccl

In 2014, Cement Plants in Gujarat with a capacity of 4.80 MTPA were demerged 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, at an enterprise value of Rs. 3,800 Crore besides the actual net working Capital. The said transaction was consummated on 12th June 2014.

b. Sale of stake in Bokaro Jaypee Cement Limited

Further in 2014, the Company 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 a Plant with operating capacity of 2.10 MTPA, at a consideration of Rs. 69.74 per share (against its cost of Rs. 18.57 per share). The said transaction was consummated on 29th November 2014 with the receipt of consideration of Rs. 667.57 Crore & transfer of the said shares to Shri Rangam Securities & Holdings Limited, an associate/affiliate of Dalmia Cement (Bharat) Limited.

c. Sale of Cement Grinding Unit of Company at Panipat, Haryana,

Pursuant to approval of Board of Directors on 25th August 2014, the Company signed a Business Transaction Agreement with Shree Cement Limited for sale of Company’s 1.5 MTPA Cement Grinding Unit in Panipat, Haryana for a total consideration of Rs.360 Crores approx., subject to adjustment for net working capital & Financial Indebtedness taken over. The Transaction was consummated at Rs. 358.22 Crore on 27th April 2015.

d. Sale of Baspa-II & Karcham Wangtoo HEP by JPVL

Jaiprakash Power Ventures Limited (JPVL), a subsidiary of the Company till 17th February 2017 & an Associate Company w.e.f. 18th February 2017, signed an agreement with JSW Energy Limited for sale of Baspa-II and Karcham Wangtoo Hydro Power Plants. Pursuant to Order of Hon’ble High Court of Himachal Pradesh at Shimla dated 25th June 2015, the said plants were hived off by way of sale of entire shareholding in Himachal Baspa Power Company Limited (a subsidiary of JPVL), at a value of Rs.9700 Crores, excluding minor adjustment for working capital etc. The transaction was consummated on 8th September 2015.

e. Sale of Wind Power Plants of 49 MW of the Company

Your Company on 30th September 2015 hived off the entire 49 MW capacity of wind power plants being operated, out of which 40.25 MW plants were in Maharashtra (i.e 16.25 MW at Dhule & 32.75 MW at Sangli) and 8.75 MW plants were in Gujarat (all at Kutch), on a slump sale basis for Rs.161 crores approx. plus adjustments for working capital. The transaction was consummated on 30th September 2015 itself.

f. Sale of some Identified Cement Plants of the Company (JAL) & JCCL

The Company signed an Implementation Agreement on 31st March 2016 and a Supplementary Agreement on 4th July 2016, with UltraTech Cement Limited (uTCL) to divest part of the cement business comprising identified operating cement plants (including captive power plants) spread over the States of Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand and Andhra Pradesh, besides a grinding unit which is currently under implementation in Uttar Pradesh, to UTCL with an aggregate capacity of 17.2 MTPA for an enterprise value of Rs.16,189 Crores, subject to some adjustments as agreed, on a slump exchange basis.

The plants in Andhra Pradesh (having an aggregate capacity of 5.0 MTPA) were owned by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company, while other plants (having an aggregate capacity of 12.2 MTPA) were owned by Company itself.

Besides this, an additional amount of Rs.470 Crores was payable (subject to some adjustments as agreed) by the Purchaser for completion of a Grinding Unit under implementation at Bara (owned by Prayagraj Power Generation Corporation Limited, a subsidiary of Jaiprakash Power Ventures Limited, an Associate of the Company).

As reported last year also, the Scheme of Arrangement (Scheme) between JAL, JCCL (Transferor Companies) and UTCL (Transferee Company) and their respective shareholders and creditors was approved by shareholders & creditors of Transferor Companies as well as Transferee Company. Both NSE & BSE had sent their Observation Letters pursuant to SEBI regulations without any adverse remarks. Competition Commission of India (CCI) also accorded its approval to UTCL in this regard. National Company Law Tribunal (NCLT) at Allahabad sanctioned the Scheme vide its Order dated 02.03.2017 (as corrected by its Order dated 09.03.2017) and NCLT at Mumbai also sanctioned the Scheme vide its Order dated 15.02.2017 for UTCL. The Company as well as UTCL had also obtained second stage approval of SEBI/ BSE, post sanction by NCLT.

The Company also obtained approvals of State Governments of H.P., U.P., M.P. & A.P. for transfer of mines related to its cement plants under transfer to UTCL. The mining lease transfer tri-partite deeds were signed on 29th June 2017 i.e. the day of Closing. Various agreements were also signed on day of Closing including for transfer of cement plants and receiving consideration from UTCL by way of transfer of debt to UTCL and receipt of debentures & preference shares from UTCL. Thus, the transaction was consummated on 29th June 2017.

g. Sale of entire 74% stake in BJCL

The Company had accepted, on 6th October 2016, an in-principle offer from Orient Cement Limited (OCL), belonging to CK Birla Group, for acquisition of entire 74% equity stake of JAL in Bhilai Jaypee Cement Limited (BJCL), a Joint Venture Company of JAL & Steel Authority of India Limited (SAIL), based on a total enterprise value of Rs. 1,450 Crores subject to adjustments for Working Capital & Financial Indebtedness. BJCL owns 1.1 MTPA clinker plant at Babupur, Satna, M.P. (commissioned in December, 2009) and 2.2 MTPA cement Grinding Unit at Bhilai, Chhattisgarh (commissioned in August, 2010).

The Company has signed a definitive agreement on 31st May 2017 for the same. It is expected that the transaction would be consummated soon.

DEBT REALIGNMENT PLAN

The Company had requested its lenders to realign its debt in line with the cash flow projections post divestment of cement plants as mentioned above. As per the Debt Realignment Plan (DRP), the total debt of the Company and JCCL (wholly owned subsidiary of the Company) has been segregated into sustainable debt and unsustainable debt. While sustainable debt of JAL & JCCL is to be retained in the Company (i.e. in JAL), the unsustainable debt would be transferred to a new Real Estate Special Purpose Vehicle (SPV) the scheme of demerger of which is pending sanction by NCLT, Allahabad.

The DRP was approved by the Independent Evaluation Committee (IEC) on 19th June 2017. Lenders of JAL and JCCL have appreciated the steps taken by the Company and approved the DRP under RBI guidelines with complete majority (more than 90%) in the meeting of Joint Lenders Forum (JLF) held on 22nd June 2017.

The segregation of debt for realignment as on 30th September 2016 and its status as on 31st March 2018 are as under:

(Rs. Crores)

Particulars

JAL

JCCL

Total as on 30.09.16

Total JAL & JCCL as on 31.03.18

Debt transferred to UTCL

9,019*

1,170

10,189

-

Unsustainable Debt proposed to be transferred to a new Real Estate Special Purpose Vehicle (SPV) & Potential Debt Asset Swap

12,930

660

13,590

12,622

Balance sustainable Debt to be retained in the Company (Residual JAL)

5,589

778

6,367

5,241

Total

27,538

2,608

30,146

17,863

* excludes adjustment of debt of Rs. 1,000 Crores to be paid to the lenders through redemption of Redeemable Preference Shares (RPS) Series-A issued by UTCL which is pertaining to Certain Conditions Percedents (CPs) related to JP Super Plant in Uttar Pradesh.

Rs. 500 Crores has been paid to the lenders through redemption of RPS Series-B issued by UTCL pertaining to Baga Cement Plant.

Post approval of DRP by all the lenders, the Master Restructuring Agreement (MRA) dated 31st October 2017 was signed by all the Lenders on various dates the last being 13th December, 2017 for the sustainable debt approved under DRP carrying interest @9.5% p.a. and repayable over a period of 7 years to 20 years including moratorium period depending on the nature of loan liability.

For transfer of unsustainable debt along with ‘SDZ Real Estate Development Undertaking’ to be hived off and transferred to SPV, its wholly owned subsidiary, Jaypee Infrastructure Development Limited (JIDL), the Company has filed a Scheme of Arrangement duly approved by Board of Directors, Stock Exchanges/SEBI to NCLT, Allahabad. The shareholders, secured and unsecured creditors of the Company had voted in favour of the Scheme by approx 99% by value, as per the Results announced on 21st January 2018.

On sanction of the Scheme by NCLT, the Order shall be filed with ROC and Scheme would become effective w.e.f. 1st July 2017 (the Appointed Date). It is expected that the Order of the NCLT for the said Scheme of Arrangement shall be received shortly.

3.0 DIVIDEND

Keeping in view the cash flow stress, the Board has decided not to recommend any dividend for the financial year 2017-18.

4.0 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. 4,864,913,950 divided into 2,432,456,975 Equity Shares of Rs 2/- each, as at 31st March 2018.

There is no change in the Authorised Share Capital also which is Rs.3,500 crore, as at 31st March 2018.

5.0 FOREIGN CURRENCY BONDS

The Company had issued USD 150 million Foreign Currency Convertible Bonds (FCCB-IV) on 7th September 2012 which were due for redemption on 8th September 2017. FCCBs of USD 39.60 million had been converted into Equity Shares. FCCBs of uSD 110.40 million were outstanding on the date of stipulated redemption alongwith outstanding interest due on 7th March 2016, 7th September 2016, 7th March 2017 & 8th September 2017.

Pursuant to the approval by the Bondholders on 15th June 2017, Shareholders by Special Resolution through postal ballot on 7th September 2017, Reserve Bank of India (RBI) on 30th October 2017 and various other approvals including by Singapore Stock Exchange, BSE & NSE, domestic lenders, etc., the Company issued new Bonds (Series A and Series B) for the total outstanding amount as on 31st March 2017 (principal as well as unpaid interest) of the earlier FCCB-IV, on 28th November 2017, by way of cashless exchange with (i) USD 38.640 million, 5.75% Foreign Currency Convertible Bonds (FCCBs) Due 2021 (Series A Bonds), and

(ii) USD 81.696 million, 4.76% Amortising NonConvertible Foreign Currency Bonds Due 2020 (Series B Bonds).

Both Series A and Series B Bonds are listed on the Singapore Stock Exchange.

The particulars about conversion, outstanding amount, coupon, listing etc. of Foreign Currency Bonds are detailed in para no. 33 of the Corporate Governance Report forming part of this Report.

6.0 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 14th December 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 on 19th December 2009.

Since inception, the ‘Jaypee Group ESPS, 2009 Trust’ has allocated/ transferred Equity Shares to the eligible employee under the scheme, as under:

Particulars

No. of Eligible Employees

No. of original Shares (excluding Bonus)

No. of Bonus Shares

Total no. of shares (including Bonus)

Total Shares available under ESPS Scheme

12,500,000

6,250,000

18,750,000

Transferred/ allocated during 2010-11

8,032

11,263,706

5,631,852

16,895,558

Transferred/ allocated during 2011-12

4

3550

1775

5,325

Transferred/ allocated during 2012-13 to 2017-18

-

-

-

-

Balance shares as on 31.03.2018

1,232,744

616,373

1,849,117

During 2017-18, 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 employees 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.

7.0 OPERATIONS OF THE COMPANY

7.1 ENGINEERING & CONSTRUCTION DIVISION

7.1.1 Works in Progress

The Company is presently executing the works of the projects listed below and the status of works is given below:

Sl. No.

Name of Work/Project under execution

Location of Work/ Project

Contract Price (Base Value) (Rs. in crores)

Nature of Work/ Project

Value of work completed (excluding escalation and extra items) as on 31.03.2018 (Rs. in crores)

Works pertaining to :

1.

Turnkey construction of Srisailam Left Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project

Telangana State

1,925

Irrigation Tunnels

1437.53

2.

Construction of Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydromechanical Works and Highway Tunnel (Contract Package C-1) of Punatsanchhu - II Hydroelectric Project,

Bhutan

1,224

Hydro Power Generation (1020 MW)

1056.80

3.

Construction of Head Race Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tail Race Tunnel including HydroMechanical Works (Contract Package C-3) of Punatsanchhu - II Hydroelectric Project.

Bhutan

856

Hydro Power Generation (1020 MW)

526.73

4.

Construction of Diversion Tunnel, Dam, Spillway & Coffer Dams, Intake Structure, Intake Tunnels, Branch HRT, Silt Flushing Tunnels, Vertical Shaft and 2 nos. Desilting Chambers (Contract Package-C-1) of Mangdechhu Hydroelectric Project.

Bhutan

597

Hydro Power Generation (720 MW)

573.15

5.

Construction of Surge Shaft, 2 nos. Pressure Shafts, Bifurcation Pressure Shafts, Cable cum Ventilation Tunnel, Underground Power House & Transformer Caverns including Bus Duct, Pothead Yard, TRT, Branch Tunnel & Outlet Portals for TRT (Contract Package- C-3) of Mangdechhu Hydroelectric Project; and

Bhutan

316

Hydro Power Generation (720 MW)

299.04

Construction of part HRT and Adit-5

-do-

49

-do-

46.18

6.

Development of Six Lane Eastern Peripheral Expressway (NH No. NE II) in the State of Uttar Pradesh -”Package III from Km 46.500 to Km 71.000” on EPC mode

Uttar Pradesh

747

Expressway

Project

657.71

7.

4-laning of Varanasi - Gorakhpur section of NH-29 from km 88.000 (Design chainage 84.160) to km 148.000 (Design chainage 149.540) [Package-III Birnon village to Amilla village] under NHDP Phase-IV in the state of Uttar Pradesh

Uttar Pradesh

840

Highway Project

27.89

8.

4- laning of Varanasi Gorakhpur section of NH-29 from km 148.000 (Design chainage 149.540) to km 208.300 (Design chainage 215.160) [Package-IV Amilla Village to Gorakhpur] under NHDP Phase-IV on EPC mode in the State of Uttar Pradesh

Uttar Pradesh

1,030

Highway Project

28.35

9.

Palamuru Rangareddy Lift Irrigation Scheme- PRLIS- (Package No.4)-Earth work Excavation & Construction of Twin Tunnel in between Anjanagiri Reservoir at Narlapur(V) and Veeranjaneya Reservoir at Yedula(V) from Km 8.325 to Km 23.325 in Mahabubnagar District (Work awarded to JAL - VARKS - NECL JV with JAL as Lead Partner)

Telangana State

1,646

(JAL’s share - 51% of Contract Price)

Irrigation Tunnels

61.59 (JAL’s share)

10.

New High Level Bridge in upstream of existing Gora Bridge on river Narmada, Gujarat

Gujarat

142

Major Bridge

30.76

11.

Biju Para - Kuru Section (from Km. 34.000 to Km. 55.000) of NH-75 (Package-II) in the State of Jharkhand

Jharkhand

144

Highway Project

3.50

12.

Construction of Dam, Diversion Tunnel, Intake, Intake Tunnels, Head Race Tunnel (from RD 0.00 to RD 3100.35), Adit - 1 and Diversion Tunnel Gates (Contract Package C-1) of Arun-3 Hydroelectric Project in Nepal.

Nepal

NPRs. 509.1901 crore plus INR 803.4669 crore (Equivalent INR 1121.71 crores)

Hydro Power Generation (900 MW)

0.16

13.

Execution of Harsud Micro Lift Irrigation Scheme on Turnkey basis in Madhya Pradesh.

(Work awarded to JAL - KDSPL JV with JAL as Lead Partner)

Madhya Pradesh

104

(JAL’s Share - 75% of Contract Price)

Micro Irrigation

(Contract Agreement was signed on 21.07.2017. Works are in progress.)

14.

Execution of Naigarhi Micro Irrigation Project (Part-I) on Turnkey basis in Madhya Pradesh

Madhya Pradesh

350

Micro Irrigation

(Contract Agreement was signed on 25.09.2017. Works are in progress.)

15.

Execution of Naigarh Micro Irrigation Project (Part-II) on Turnkey basis in Madhya Pradesh

Madhya Pradesh

327

Micro Irrigation

(Contract Agreement was signed on 25.09.2017. Works are in progress.)

16.

Execution of Ram Nagar Micro Irrigation Project on Turnkey basis in Madhya Pradesh

Madhya Pradesh

306

Micro Irrigation

(Contract Agreement was signed on 25.09.2017. Works are in progress.)

17.

Execution of Civil and Hydromechanical Works (Lot-1) of Rahughat Hydroelectric Project in Nepal on EPC Basis.

Nepal

USD 35.999 million plus NPRs. 2173.368 million

(Equivalent INR 370.33 crores)

Hydro Power Generation (40 MW)

(Contract Agreement has been signed on 21.11.2017. Letter to start the works from the client is awaited)

18.

Construction of Civil Works for Barrage, Intake, Desilting tank, HRT, Surge Shaft, Power House, Tail Race Tunnel and adits etc. of Naitwar Mori Hydro-electric Project located in Distt. Uttarkashi

Uttrakhand

370.87

Hydro Power Generation (60 MW)

0.35

19.

Epoxy painting in Bridge Slab and Piers on concrete surface area from EL 104.00 m to 148.80m of Sardar Sarovar (Narmada) Project.

Gujarat

3.55

(Contract Agreement was signed on 19.02.2018. Works will start in due course.)

20.

Construction of Civil Works comprising of part Head Race Tunnels, Adits, Surge Shafts, Pressure Shaft, Valve House, Underground Power House, MIV Cavern, Transformer Cavern,, Adits and Access Tunnels, Tail Race Tunnels, TRT Outlet Structure and Pothead Yard etc. of Pakal Dul Hydro-electric Project, J & K

(Work awarded to Afcons - JAL Joint Venture)

Jammu & Kashmir

1051

(JAL’s Share - 30% of Contract Price)

Power Generation (1000 MW)

(Letter of Award dated 21.02.2018 has been received. Contract Agreement is yet to be signed)

21.

Construction of NH-56 4-lane bypass connecting NH-56 at 17 400 and terminating near Behta Village Road (bypass chainage from Km 0.000 to Km 32.000/ 31.489 Average Length 31.745 Km) (Package-I) in Uttar Pradesh on EPC mode.

Uttar Pradesh

899.00

Highway Project

(Letter of Award dated 28.02.2018 has been received. Contract Agreement is yet to be signed)

Projects being Executed by Jaiprakash - Gayatri Joint Venture

Sl. No.

Name of Work/Project under execution

Location of Work/ Project

Contract Price (Base Value) (Rs. in crores)

Nature of Work/ Project

Value of work completed (including escalation and extra items) as on 31.03.2018 (Rs. in crores)

1.

Polavaram Project Right Main Canal Package No. - PPRMC 4

Andhra Pradesh

301.30

(JAL’s Share -51%)

Irrigation Canal

333.33

2.

Veligonda Feeder and Teegaleru Canal Project- (Package-2)

Andhra Pradesh

392.58

(Revised)

(JAL’s Share -51%)

Irrigation Canal

313.90

3.

GNSS Main Canal from km. 119.000 to km 141.350 including Construction of CM & CD works

Andhra Pradesh

112

(JAL’s Share -51%)

Irrigation Canal

Work not yet started due to non-availability of Environmental Clearance.

The progress of on-going works is satisfactory.

7.1.2 The Company has been awarded/ or found lowest bidder for the following Works:

(i) Execution of Harsud Micro Lift Irrigation Scheme on Turnkey basis [Joint Venture with Karan Development Services Private Limited, Madhya Pradesh] at a Contract Price of Rs. 104.32 crore. The work has been awarded to Joint Venture of JAL-KDSPL-JV with JAL as lead member of Joint Venture with 75% participation (JAL’s share Rs. 78.24 crore).

(ii) Execution of Naigarhi Micro Irrigation Project (Part-I) in Madhya Pradesh at a Contract Price of Rs. 350.01 crore

(iii) Execution of Naigarhi Micro Irrigation Project (Part-II) in Madhya Pradesh at a Contract Price of Rs. 327.00 crore

(iv) Execution of Ram Nagar Micro Irrigation Project in Madhya Pradesh at a Contract Price of Rs. 306.00 crore

(v) Construction of Dam, Diversion Tunnel, Intake, Intake Tunnels, HRT (from RD 0.00 to RD 3100.35 m), Adit-1 and Diversion Tunnel Gates and Hoist (Package C-1) of Arun-3 Hydroelectric Project in Nepal at a Contract price of Nepalese Rupees 509.1901 crore plus INR 803.4669 crore (equivalent INR 1121.71 crore - adopting conversion of 1 INR = NPRs. 1.60)

(vi) Execution of Civil and Hydro-mechanical Works (Lot-1) of Rahughat hydroelectric Project in Nepal at a Contract price of US$ 35.999 million plus Nepalese Rupees 2173.368 million (equivalent INR 370.33 crore - adopting conversion of 1 US$ = INR 65.139 & 1 INR = NPRs. 1.60).

(vii) Construction of Civil Works for Barrage, Intake, Desilting tank, HRT, Surge Shaft, Power House, Tail Race Tunnel and adits etc. of Naitwar Mori Hydroelectric Project (60 MW) located in Distt. Uttarkashi in Uttrakhand at a contract price of Rs. 370.87 crore.

(viii) Construction of Civil Works comprising of part Head Race Tunnels, Adits, Surge shafts, Pressure shafts, Valve House, Underground Power House, MIV cavern, Transformer Cavern, Adits and Access tunnels, Tail Race Tunnels, TRT outlet structure and Pothead yard etc. of Pakal Dul H.E Project in Jammu & Kashmir at a contract price of Rs. 1051 crore. The work has been awarded to Joint Venture of Afcons - JAL JV with JAL as member of Joint Venture with 30% participation (JAL’s share Rs. 315.3 crore)

(ix) Epoxy painting in Bridge Slab and Piers on concrete surface area from EL 104.00 m to 148.80m of Sardar Sarovar (Narmada) Project at a contract price of Rs. 3.55 crore.

(x) Construction of NH-56, 4-lane bypass connecting NH-56 at 17 400 and terminating near Behta Village Road (bypass chainage from Km 0.000 to Km 32.000/ 31.489 Average Length 31.745 Km) (Package-I) in the State of Uttar Pradesh on EPC mode at a contract price of Rs. 899 crore (Letter of Award given by NHAI).

(xi) Construction of Diversion Tunnel (alongwith HM Works), Concrete Face Rockfill Dam (CFRD), Surface & Tunnel Spillway, Intake Structure, Two no’s part Head Race Tunnel and Allied Structures of Pakal Dul Hydroelectric Project in Jammu & Kashmir. As per price opening, JAL is the lowest bidder with quoted price of Rs. 3,260 crore. (Quoted price is under negotiation).

7.1.3 The Bids for the following works are under

Preparation:

(i) Civil works comprising Diversion Tunnel, Coffer Dam, Concrete Gravity Dam, Intake Structure, Diversion Tunnel Gates & Hoists, Desilting chambers, Head Race Tunnels(up to RD 1780 M ) etc. (LOT-1) of Teesta-IV HE Project, Sikkim

(ii) Civil works comprising Head Race Tunnels (from RD 1780 onwards), Adit 2, Surge Shafts, Pressure Shafts, Underground Power House, Transformer Hall, Tail Race Tunnels and Pothead Yard etc. (LOT-2) of Teesta-IV HE Project, Sikkim

(iii) Construction of Diversion Tunnel, Concrete Gravity Dam, Intake, Pressure Shafts, Underground Power House & Tailrace Tunnels (Lot 1) for Kwar HE Project in District Kishtwar, J&K, India

(iv) Design, Procurement, manufactuer, Inspection, shop Assembly, Testing, painting, Transportation, site Storage & Site Erection, Testing & Commissioning of Radial Gates, Vertical gates, Stoplogs, Gantry Cranes, Trashracks, Trashrack cleaning Machine, Steel Liner for Pressure Shafts for Kwar HE Project in District Kishtwar, J&K, India.

(v) Construction of river diversion works, Dam, Intake, Desilting arrangement and HRT from RD 0.00 m to RD 2,303.00 m including Construction of Adit-I for 600 MW Kholongchhu Hydro Electric Project (KC-1) located in Trashiyangtse, Bhutan.

(vi) Construction of Head Race Tunnel from RD 14,091.07 m to RD 15,762.80 m including Construction Adit VI, Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House Complex and Tail Race Tunnel (KC-3) for 600 MW Kholongchhu Hydro Electric Project located in Trashiyangtse, Bhutan.

7.1.4 Prequalification Application Under evaluation

The following prequalification application submitted by the Company is under evaluation, as on the date of this report:

Construction of 1.637 KM long Bhadbhut Barrage comprising of River Diversion Work, construction of 2 Nos. of 3 Lane and 2 Nos. of 2 Lane Bridges over Barrage Piers including Approaches (Flank Walls) and Approach Roads, Hydro-mechanical and Electro-mechanical Works Barrage Instrumentation, Navigation Channels with Navigation locks for Fishermen’s Boats, Fish Passage, Adequate Drainage arrangements Narmada river in Gujarat State.

7.2 CEMENT DIVISION

7.2.1 Capacity

As on 31st March 2017, Capacity of Cement and Captive Power Plant in the Cement Division of the Company and group companies was as under:

OPERATING CEMENT CAPACITY

UNDER IMPLEMENTATION

TOTAL CAPACITY

CAPTIVE THERMAL POWER

MTPA

MTPA

MTPA

MW

1. Jaiprakash Associates Ltd.

17.25

-

17.25

488

2. Jaiprakash Power Ventures Ltd.

2.00

-

2.00

-

3. Prayagraj Power Gen. Co. Ltd.

-

4.00

4.00

-

4. Bhilai Jaypee Cement Ltd.

2.20

-

2.20

-

5. Jaypee Cement Corporation Ltd.

6.20

1.20

7.40

120

Grand Total on 31.03.2017 (JAL, JPVL, PPGCL, BJCL, JCCL)

27.65

5.20*

32.85

608

* 5.20 MTPA (i.e. 1.20 MTPA capacity at Jaypee Shahabad Cement Project of JCCL and 4.00 MTPA capacity at Bara grinding unit of PPGCL) was under implementation.

With a view to tide over the impact of economic slowdown, your Company decided to sell part of cement business with aggregate capacity of 12.20 MTPA spread over the States of Uttar Pradesh, Himachal Pradesh, Uttarakhand, and 5 MTPA in Andhra Pradesh owned by JCCL, its wholly owned subsidiary for a total enterprise value of Rs.16,189 crore. The Company signed a definitive agreement with UltraTech Cement Limited (UTCL) on 31st March 2016 & a supplementary agreement on 4th July 2016 for the above sale transaction. This transaction with UTCL has been consummated on 29th June 2017. In addition an amount of Rs. 460 crores is also payable by UTCL for completion of 4 MTPA grinding unit (under implementation in Uttar Pradesh) owned by Prayagraj Power Generation Company Limited (an Associate Company, which was a subsidiary of Jaiprakash Power Ventures Limited till 17th February 2017).

After consummation of the sale transaction with UTCL on 29th June 2017, zone-wise operating Cement Capacity and Captive Power Plants in the Cement Division of the Group are as under:

JAIPRAKASH ASSOCIATES LIMITED (AT PRESENT):

OPERATING CEMENT CAPACITY

UNDER IMPLEMENTATION

TOTAL CAPACITY

CAPTIVE THERMAL POWER

MTPA

MTPA

MTPA

MW

CENTRAL ZONE

(Jaypee Rewa Plant,

Jaypee Cement Blending Unit)

2.55

2.55

62

up zone

(Chunar Cement Factory, Churk)

2.50

1.00*

3.50

217**

TOTAL

5.05

1.00

6.05

279

*1.00 MTPA Grinding unit at Churk under implementation. ** Includes 60 MW at Churk under implementation.

JAIPRAKASH POWER VENTURES LIMITED (AT PRESENT):

OPERATING

UNDER IMPLE-

TOTAL

CAPTIVE

CEMENT

MENTA-TION

CAPACITY

THERMAL

CAPACITY

POWER

MTPA

MTPA

MTPA

MW

Jaypee Nigrie Cement Grinding Unit

2.00

-

2.00

-

BHILAI JAYPEE CEMENT LIMITED (AT PRESENT):

OPERATING

UNDER IMPLE-

TOTAL

CAPTIVE

CEMENT

MENTA-TION

CAPACITY

THERMAL

CAPACITY

POWER

MTPA

MTPA

MTPA

MW

Bhilai Jaypee Cement Limited

2.20

-

2.20

-

JAYPEE CEMENT CORPORATION LIMITED (AT PRESENT):

OPERATING CEMENT CAPACITY

UNDER IMPLE-MENTA-TION

TOTAL CAPACITY

CAPTIVE THERMAL POWER

MTPA

MTPA

MTPA

MW

south zone (Jaypee Shahabad Cement Project)

1.20

1.20

2.40

60

Grand Total at present (JAL, JPVL, BJCL & JCCL)

10.45

2.20

12.65

339

Thus, the Group (including JPVL) at present has an installed cement capacity of 12.65 MTPA and 339 MW of captive power (including 2.2 MTPA under implementation & 60 MW at Churk also under implementation).

Further, as a strategic move, Jaiprakash Power Ventures Limited (JPVL) and the Company (JAL) have entered into definitive agreements with Orient Cement Limited for sale of cement grinding unit of 2.00 MTPA of JPVL and entire 74% Equity stake owned by JAL in BJCL (having capacity of 2.20 MTPA) which is expected to be completed shortly. Thereafter, the Group will have total capacity of 8.45 MTPA.

7.2.2 Operations

The production and sale of Cement/ Clinker during the year under report, as compared to the previous year, are as under:

2017-18

(MT)

2016-17

(MT)

Cement Production (MT)

4,062,995

8,475,700

Clinker Production (MT)

2,596,020

6,652,484

Cement and Clinker Sale (MT) (including Self-Consumption)

4,531,840

9,088,963

7.2.3. Operational Performance (JAL)

During the financial year 2017-18, Productivity Indices of the operating units of the Company (JAL) were as under:

S. No.

Indices

Lime stone Crushing

Raw meal Grinding

Clinker Production

Cement Grinding

Cement Despatch including clinker sale

PRESENT uNITS

(MT)

(MT)

(MT)

(MT)

(MT)

1

Jaypee Rewa Plant, Rewa (MP)

2,800,166

2,929,325

1,957,230

2,046,777

2,031,672

2

Jaypee Cement Blending unit, Sadva Khurd (uP)**

96,820

95,683

3

Chunar Cement Grinding unit, Chunar (uP)

1,438,833

1,445,250

UNITS TRANSFERRED TO UTCL ON 29.06.17

4

Jaypee Bela Plant, Bela (MP)*

149,344

92,309

69,795

231,943

239,249

5

Jaypee Ayodhya Grinding Operations, Tanda (UP)*

19,946

20,328

6

Dalla Cement Factory, Dalla (UP)*

565,671

563,634

378,547

88,031

88,571

7

Jaypee Sidhi Cement Plant, Baghwar (MP)*

233,238

235,115

160,150

116,775

118,968

8

Jaypee Himachal Cement Plant - Baga*

103,040

42,842

30,298

2,325

554

9

Jaypee Himachal Cement Plant - Bagheri*

11,815

7,826

10

Jaypee Roorkee Grinding Unit*

5,942

5,728

11

Jaypee Sikandrabad Grinding Unit*

3,788

537

TOTAL

3,851,459

3,863,225

2,596,020

4,062,995

4,054,367

*Figures for plants sold to UTCL (S.No. 4 to 11) are till 28th June 2017 only.

**Production and Despatch figures for JCBU (Blending unit at Sadva Khurd) at S.No.2 are incremental.

7.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category, the finest Championship Golf Course, Integrated Sports Complex strategically located for discerning business and leisure travellers.

Jaypee Vasant Continental with 119 rooms and Jaypee Siddharth with 102 rooms are in New Delhi. Jaypee Palace Hotel and Convention Centre is the largest property located at Agra with an inventory of 341 rooms with luxurious Presidential Suites and Jaypee Residency Manor with Valley View Tower at Mussoorie has 135 rooms. 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.

The Company has launched the Regency - a fine dining restaurant with new look and elegant ambience on the terrace of Jaypee Residency Manor, Mussoorie to offer the guests world cuisine with panoramic view of the Doon Valley and snow-capped Himalayas. On the terrace of the Jaypee Residency Manor, the guests also enjoy the bar facilities & the sunset view at the uber-luxe Marshal’s Lounge bar.

Jaypee Greens Golf Course, Greater Noida was conferred with two SATTE Awards 2018 and i.e. “Excellence in Customer Service-Hospitality-Luxury Hotel” and “Excellence in Environmental Sustainability-Hotel”.

Jaypee Greens Golf & Spa Resort had the honour to host “Emir of the State of Kuwait” and several other prestigious conferences from India and abroad. Besides this, the Luxury car companies organized car launch events and conferences with renowned celebrities from India & World over during Auto Expo at Greater Noida.

Jaypee Greens Championship 18 hole Greg Norman Golf Course continues to be patronized to host prominent and prestigious golf events.

“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. National Basket Ball Association (NBA), New York, U.S.A. has an agreement for three (3) years with the company for Basket Ball residential elite academy. NBA conducted the talent hunt across all over India and selected twenty four (24) candidates between the age of 14-16 years. It is providing basketball coaching and education at Jaypee Public School (JPS), Noida to prepare the basketball players for the Indian Team. Besides NBA, Atlantis has academy for cricket, football & soccer. A cricket academy under the supervision of best coaches conducted coaching for more than 100 students.

Indian Green Building Council has conferred LEED certificate in “Gold Category” to the Jaypee Residency Manor, Mussoorie. “Platinum Category” to Jaypee Vasant Continental, New Delhi and Jaypee Palace Hotel & Convention Centre, Agra has been presented with the “Gold Category” for energy & environmental design of the building.

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). India welcomed a total of 10.18 million international visitors in 2017 as against 8.80 millions in 2016 i.e. up by 15.6%. The Foreign Exchange Earnings (FEE) from tourism in rupee terms during 2017 were Rs. 1,80,379 crore with a growth of 17.17% according to tourism ministry data.

Tourism is a major engine of economic growth and an important source of foreign exchange earnings in many countries including India. It has great capacity to create large scale employment of diverse kind and plays an important role in achieving growth with equity.

The outlook is bright and the Company is confident to achieve higher growth coupled with optimization of the resource utilization.

7.4 REAL ESTATE DIVISION

Jaypee Greens, the real estate brand of the Jaypee Group has been creating lifestyle experiences from building premium golf-centric residences to integrated townships since its inception in the year 2000. Amidst economic challenges and a dismal real estate environment, the group has followed a well balanced strategic approach and has offered for possession over 3200 units in various projects across its different townships in the year 2017-18.

Jaypee Greens, Greater Noida

Jaypee Greens, Greater Noida spread across 452 acres is the maiden golf centric residential development and 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. Possession has been offered for over 1600 units till 31st March 2018, across all the projects in the township.

Jaypee Greens Wish Town Noida

Jaypee Greens Noida - being developed by the Jaypee Group (i.e. Company and its Subsidiary Jaypee Infratech Limited) is the bench mark project in the region of Noida. Spread over 1063 acres, it offers a wide range of residential options ranging from independent homes to high-rise apartments and penthouses, along with host of operational amenities such as the 18 9 hole Graham Cooke designed golf facility, the 500 bed super specialty Jaypee Hospital, educational facilities including Jaypee public school and Jaypee Institute of Information Technology. The entire township is dotted with landscaped parks, recreational facilities, entertainment hubs and commercial centers.

In Wish Town Noida over 9400 apartments have been completed (till 31st March 2018) in various projects including Pavilion Court & Heights, Kalypso Court, Imperial Court, Klassic and Kosmos and possession will soon be offered in Kensington Park apartments. In addition, approximately 1900 independent units of Townhomes and residential plots have also been offered for possession across multiple projects, and a large number of plot buyers have commenced construction of their homes. Along with these residential units, possession of retail shops in Imperial & Pavilion Arcades has also been offered thereby enhancing the facilities for the residents.

Jaypee Greens Sports City

Jaypee Greens Sports City, located on the Yamuna Expressway, is home to India’s first International Motor racing track, an International standard cricket stadium, a long green boulevard and much more. This Sports City has hosted India’s first F1 race in October, 2011 followed by two more races in 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, and residential plots and mid to high rise apartment blocks, to suit the requirements of all.

Nearly 1900 residential plots in Country Home-I & II, Krowns, Greencrest Homes, and Yamuna Vihar have been offered for possession till 31st March 2018. Backed by a strong team of Architects, Engineers and Sales and Marketing professionals the company is committed to delivering all of its projects in the coming years.

7.5 SPORTS DIVISION

Jaypee Sports International Limited (JSIL) (incorporated on 20th October 2007 and amalgamated into the Company, JAL, on 16th October 2015) 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. The core activities are sports inter-alia 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.

Buddh International Circuit (BIC) is being patronized as one stop destination for promotional events by automobile manufacturers, exhibitions, shooting of movies, concerts, product launches and other promotional entertainment activities.

M/s. ALA Architects have designed the first phase of cricket stadium which is likely to be completed soon. Meanwhile friendly matches are being conducted from time to time to check the quality of the pitch. Some corporate T20 matches are also being played since October 2015.

The development of non-core area planned for group housing, plots, flats, etc. and other social activities is satisfactory.

8.0 DIVERSIFICATION

A. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

Three separate joint-venture companies were set-up for three Coal Blocks i.e.

--Amelia (North) (by Madhya Pradesh Jaypee Minerals Limited),

--Dongri Tal-II (by MP Jaypee Coal Limited), and

--Mandla (South) (by MP Jaypee Coal Fields Limited).

These coal blocks had been allocated to Madhya Pradesh State Mining Corporation Ltd. (MPSMCL), with an identical shareholding ratio of 51:49 between MPSMCL and JAL.

Coal mined from Amelia (North) and Dongri Tal-II Mines was for supply to the 2 x 660 MW Super Critical Thermal Power Plant at Nigrie, (M.P.) set up by Jaiprakash Power Ventures Limited (JPVL), a subsidiary of JAL (now an Associate Company w.e.f. 18.02.2017).

Mandla (North) Coal Block owned by JAL was for captive use of Coal for Cement Plants and CPPs.

After developing Amelia (North) Coal Block, the JVC namely Madhya Pradesh Jaypee Minerals Limited (MPJML) had started supply of Coal to Jaypee Nigrie Super Thermal Power Plant (JNSTPP). The remaining three Coal Blocks had also achieved substantial progress in developing the mines and obtaining clearances/ approvals.

Consequent to Supreme Court verdict dated 24.09.2014, allocation of 204 coal blocks including Amelia (North), Dongrital-II, & Mandla South allotted to MPSMCL and Mandla North to JAL were cancelled.

Ministry of Coal decided to reallocate the cancelled coal blocks through e-auction/ allocation. Amelia (North) and Mandla North coal blocks which were categorized as schedule-II (Mines producing coal or about to produce) were put for e-auction in first tranche wherein JPVL and JAL were declared successful for above blocks respectively. Subsequently JCCL also won Mandla South and Majra coal mines in the auction held for coal blocks in Schedule-III and tranche-III respectively.

Status of each coal mine vested to JPVL, JAL and JCCL is given below:

Type of Mine

Name of Mine

Status

Open Cast

Amelia (North) of JPVL

The mining activities in Amelia (North) coal mine were started on 26.05.2015 after getting all the statutory permissions/approvals transferred from prior allottee to JPVL. JPVL has been achieving peak rated capacity of 2.8 MT since the year 15-16 as per the approved mining plan for supply of coal to Nigrie thermal power plant.

Under Ground

Mandla (North) of JAL

Mining activities in Mandla North coal mine were started in April 2015 and completed the drivage of 714 m and 716 m out of total length of 903 m of each incline.

Arising out of process sale of a few End Use Plants with M/s Ultratech, Nominated Authority was requested to include Churk Captive Power Plant in the list of End Use Plants in the vesting order issued for Mandla North Coal Mine.

The request was denied and Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 12.03.2018 and 21.03.2018. A writ Petition No. 11368 has been filed in Allahabad High Court on 27.03.2018 with prayer for quashing the impugned letter and provide relief.

Under Ground

Mandla (South) of JCCL

Arising out of process sale of all End Use Plants with M/s Ultratech, Nominated Authority was requested to allocate this block to companies in need of coal for better and optimum utilization of national resources.

This was not accepted and accordingly the operations in the mine were discontinued since 10.05.2016. Subsequently Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 06.03.2018.

A writ Petition No. 11310 has been filed in Allahabad High Court on 19.03.2018 with prayer for quashing the Impugned letter and provide relief.

Open Cast and Under Ground

Majra of JCCL

Arising out of process sale of all End Use Plants with M/s Ultratech, Nominated Authority has been requested to allocate this block to companies in need of coal for better and optimum utilization of national resources.

Though we were following up the transfer of various permissions and approvals from the prior allottee of coal mine to JCCL, Nominated authority has issued show cause notice for termination of the block. This has been replied. The response is awaited.

B. REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating satisfactorily. Daily garbage of the city of Chandigarh is being used as per the agreement. The plant is serving the twin purpose of keeping the city clean and to generate the energy from garbage called as 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.

C. DIVERSIFICATION INITIATIVES

Company’s other diversification initiatives include setting-up of pit-head based Thermal Power Station, Fertilizer business, Aviation and Healthcare, which are being implemented through different subsidiaries/ associates of the Company. Details of the initiatives implemented through subsidiaries/associates are furnished under the heading ‘Subsidiaries, Associates & Joint Ventures’ below.

9.0 SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on 31st March 2018, in terms of the provisions of Companies Act 2013, your Company had following

17 subsidiaries which are engaged in different business activities:

1. Bhilai Jaypee Cement Limited

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited

4. Jaypee Assam Cement Limited

5. Jaypee Infratech Limited

6. Jaypee Ganga Infrastructure Corporation Limited

7. Himalyan Expressway Limited

8. Jaypee Agra Vikas Limited

9. Jaypee Infrastructure Development Limited

10. Jaypee Cement Hockey (India) Limited

11. Jaypee Fertilizers & Industries Limited

12. Jaypee Uttar Bharat Vikas Private Limited

13. Kanpur Fertilizers & Cement Limited

14. Himalyaputra Aviation Limited

15. Jaypee Healthcare Limited

16. Jaiprakash Agri Intiatives Company Limited

17. Yamuna Expressway Tolling Limited.

Subsidiaries converted into Associate companies w.e.f. 18th February 2017:

Jaiprakash Power Ventures Limited (JPVL) issued 305.80 crores equity shares to its various lenders on 18.02.2017 as a result of SDR. Accordingly, JAL holds only 29.74% in JPVL (earlier 60.69%).

Hence, JPVL is no more a subsidiary of JAL w.e.f. 18.02.2017 and has become an Associate Company. The following six subsidiaries of JPVL also ceased to be subsidiaries of JAL w.e.f. 18.02.2017 and had become Associate Companies, being subsidiaries of JPVL:

1. Jaypee Arunachal Power Limited

2. Jaypee Powergrid Limited

3. Sangam Power Generation Co. Limited

4. Prayagraj Power Generation Co. Limited

(It is no more a subsidiary of JPVL w.e.f. 18th December 2017, hence no more an Associate of JAL w.e.f. 18th December 2017.)

5. Jaypee Meghalaya Power Limited

6. Bina Power Supply Limited

Notes:

1. The name of Jaypee Cement Cricket (India) Limited was changed to Jaypee Infrastructure Development Limited w.e.f. 21.02.2017. The Company now deals in Real Estate business.

2. Yamuna Expressway Tolling Limited (earlier known as Jaypee Mining Ventures Pvt. Limited and then Yamuna Expressway Tolling Pvt. Limited) became subsidiary of JAL w,e,f 24.03.2017. W.e.f. 20.04.2017, it has become 100% subsidiary of JAL.

3. Jaypee Uttar Bharat Vikas Pvt. Limited (JUBVPL) has become subsidiary of Jaypee Fertilizers & Industries Limited (JFIL) w.e.f. 26th July 2017. As Kanpur Fertilizers & Cement Limited (KFCL) is a subsidiary of JUBVPL, accordingly, w.e.f. 26th July 2017, KFCL has also become subsidiary of JFIL. Thus, both JUBVPL & KFCL have also become subsidiaries of the Company (JAL) w.e.f. 26th July 2017 as JFIL is a subsidiary of JAL. Further, w.e.f. 27th July 2017, JUBVPL has become the wholly owned subsidiary of JFIL & JAL. Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) & Kanpur Fertilizers & Cement Limited (KFCL) were Associates Companies till 25th July 2017.

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH 2018

As on 31st March 2018, the Company (JAL) has following Associate Companies [as per Section 2(6) of Companies Act, 2013 i.e. in which it holds 20% or more of total share capital] and Joint Ventures:

- Jaiprakash Power Ventures Limited, (29.74%)

- Madhya Pradesh Jaypee Minerals Limited, (49.00%)

- MP Jaypee Coal Limited, (49.00%)

- MP Jaypee Coal Fields Limited, (49.00%)

- RPJ Minerals Pvt. Limited, and (43.83%)

- Sonebhadra Minerals Pvt. Limited. (48.76%)

The status of the aforesaid Subsidiaries is given in Annexure-1 and of the Associates & Joint Ventures in Annexure-2.

10.0 CONSOLIDATED FINANCIAL STATEMENTS

The statement (in prescribed form AOC-1) as required under Section 129 of the Companies Act, 2013, in respect of the Subsidiaries and Associate companies of the Company is annexed and forms an integral part of this Report.

The consolidated financial statements of the Company & its Subsidiary companies alongwith Associate companies, as mentioned in form AOC-1, for the year ended 31st March 2018, prepared in accordance with Accounting Standard (IND AS-110) “Consolidated Financial Statements” prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Financial Statements. The Financial Statements of the subsidiary companies and the related detailed information (as per Section 129 of the Companies Act, 2013) will be made available to the shareholders of the Company and subsidiary companies seeking such information. The financial statements 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 financial statements of subsidiary companies to any shareholder on demand.

The Company has also uploaded the Financial Statements of individual subsidiary companies on its website i.e. www.jalindia.com.

The Directors are of the opinion that the subsidiaries and Joint Ventures/ Associate companies of your Company have promising future, except which have been specifically mentioned above.

11.0 OUTLOOK

Post divestment of part of cement business and other assets to deleverage the balance sheet of the Company, the management is putting its best efforts to enhance its presence in its core business i.e. Engineering and Construction activities. The Company has strengthened its order book from Rs. 6,869 crore to Rs. 12,881 crore in the year under report considering awarded contract price.

The performance during the year is considered satisfactory. The future prospects of the Company’s business and the business of its subsidiaries is good. The Company is committed to reduce the debt and enhance the shareholders’ value.

12.0 DIRECTORATE

12.1 Cessation of Directorships:

(i) Shri S.C. Bhargava, an Independent Director, resigned w.e.f. 22nd April 2017 due to his personal reasons. The Board places on record its appreciation for his valuable contribution during his tenure as Director of the Company.

(ii) Shri Rahul Kumar, Whole-time Director & CFO, resigned w.e.f. 31st July 2017 due to his personal reasons. The Board places on record its appreciation for his valuable contribution during his tenure as Director & CFO of the Company.

(iii) Shri S.K. Mohapatra, IDBI Nominee has ceased to be a Director of the Company w.e.f. 12.02.2018 pursuant to his resignation letter dated 09.02.2018 received by the Company on 12.02.2018 and the withdrawal letter of IDBI Bank Limited dated 09.02.2018. Shri Mohapatra had joined the Board of Directors of the Company as IDBI Nominee w.e.f. 28.11.2016.

The Board places on record its appreciation for his valuable contribution of Shri. S. K. Mahapatra during his tenure on the Board of the Company.

(iv) Shri Shailesh Verma, nominee of State Bank of India (SBI) has ceased to be a Director of the Company w.e.f. 18.05.2018 pursuant to his resignation letter dated 14.05.2018 given to SBI and forwarded by SBI to the Company on 18.05.2018. Shri Verma had joined the Board of Directors of the Company as SBI Nominee w.e.f. 26.12.2016.

The Board places on record its appreciation for the valuable contribution of Shri Shailesh Verma during his tenure on the Board of the Company.

12.2 Co-option of Shri Jaiprakash Gaur ji, Founder Chairman, as a Director

The Nomination & Remuneration Committee (NRC) consisting of all independent directors felt the necessity of the presence of Founder Chairman, Shri Jaiprakash Gaur ji, on the Board of the Company for availing his expert guidance and vision on a regular basis especially in the present scenario for rejuvenation of various business segments of the Company.

NRC in its meeting held on 19th May 2018 passed a unanimous resolution for appointment of Shri Jaiprakash Gaur ji, as an additional Director of the Company w.e.f. 19th May 2018. The Board at its meeting held on the same day unanimously requested Shri Jaiprakash Gaur ji to join the Board, expressing that his presence would re-inforce confidence and enthusize the employees of the Company to face the business challenges. In deference to the request from all the members of the Board, Shri Jaiprakash Gaur ji agreed to join the Board w.e.f. 19th May 2018. Shri Jaiprakash Gaur ji, 87, did his Civil Engineering from University of Roorkee (now Indian Institute of Technology, Roorkee) in 1950. In 2005, his Excellency President of India, appointed him as Chairman of the Board of Governors of IIT Roorkee and Shri Jaiprakash Gaur served the Institute from May 2005 to February 2009 and made significant contribution in the functioning of the Institute.

Shri Jaiprakash Gaur ji has been associated with the construction industry for over 65 years. His unique contribution in E & C field, particularly river valley and hydro projects both surface and underground, in India and neighbouring countries enjoys high respect for his expertise, quality and iron-will determination to implement the projects of national importance at very unconventional, difficult terrain and geological conditions.

The proposal for appointment of Shri Jaiprakash Gaur ji has been included in the Notice of the ensuing Annual General Meeting for your approval. The composition of the Board is in compliance of the requirements of the Companies Ac, 2013 and the SEBI (LODR) Regulations.

12.3 Re-appointment of Independent Directors

The following Independent Directors were reappointed in 20th AGM held on 23rd September 2017 as per the details given below:

S.

Name of Independent

Tenure

No.

Director

From

to

1.

Shri B.K. Goswami

27.09.2017

26.09.2022

2.

Shri R.N. Bhardwaj

27.09.2017

26.09.2022

3.

Ms. Homai A. Daruwalla

27.09.2017

26.09.2022

4.

Shri K.N. Bhandari

27.09.2017

26.09.2022

5.

Shri S.C.K. Patne

27.09.2017

26.09.2022

6.

Shri C.P. Jain

27.09.2017

26.09.2022

7.

Shri K.P. Rau

27.09.2017

26.09.2022

8.

Shri T.R. Kakkar

12.11.2017

11.11.2022

12.4 Re-appointment of Shri Ranvijay Singh, Whole-time Director

The Shareholders had, in their 20th AGM held on 23rd September 2017, approved the re-appointment of Shri Ranvijay Singh as a Whole-time Director of the Company for a period of three years w.e.f. 14th December 2017 at his existing remuneration.

12.5 Retirement by rotation:

Shri Sunny Gaur, Director would retire by rotation at the forthcoming Annual General Meeting of the Company. The proposal for his re-appointment has been included in the Notice of the Annual General Meeting for your approval.

12.6 Wholetime Key Managerial Personnel:

The details about the Wholetime Key Managerial Personnel are given in Para No. 22 of the Corporate Governance Report enclosed herewith.

13.0 DEPOSITS

Your Company enjoyed respectable track record of compliance of Public Deposit rules prescribed by Government of India from time to time. As on 1st April 2014, the Company had outstanding fixed deposits and interest payable thereon aggregating Rs.2,722.53 Crores, which were to be repaid over a period of three years from the date of their respective acceptance. Consequent to the amendment of the Fixed Deposit provisions in the new Companies Act, 2013, the Company decided to stop accepting fresh deposits or renewing the existing deposits. Under the new provisions, the outstanding Deposits as on 31.03.2014 were stipulated to the repaid within one year i.e. by 31.03.2015. Since the amount raised by the Company stood deployed in its business, it was not feasible to repay such a huge amount within the said period. Accordingly, the Company approached Hon’ble Company Law Board (CLB) for extension of time for repayment of outstanding Fixed Deposits. Seeing the satisfactory progress of repayment of Fixed deposits to depositors, Hon’ble CLB had from time to time extended the time for such repayment, finally till 30th June 2016.

The Government of India constituted National Company Law Tribunal (NCLT) which came into existence with effect from 1st June 2016. The powers of CLB were transferred to NCLT. On acquiring the jurisdictional authority over the matter, Hon’ble NCLT vide its Order dated 30th May 2017 had further extended the time upto 30th June 2017 for repayment of outstanding deposits and interest thereon. Thus, all through, the Company, has been compliant with the orders of the Hon’ble CLB/NCLT.

During the period from 1st April 2014 to 31st March 2017, the Company had settled/repaid FDs aggregating Rs.1,442.91 Crores (including interest payable thereon). As on 31st March 2017, an aggregate amount of Rs.1,279.62 Crores was payable towards repayment of deposits and interest thereon.

The payment of outstanding amount was finally made out of the sale consideration of identified cement plants of the Company in the 1st week of July 2017. The year wise status is as under:

No. of FDs

Outstanding (Principal Interest) in Rs.Cr.

On 31.03.14

1,78,704

2,722.53

On 31.03.15

1,13,131

1,811.84

On 31.03.16

86,729

1,304.14

On 31.03.17

85,710

1,279.62

On 30.06.17

85,337

1,275.10

On 18.07.17

260

5.46

On 31.03.18

33

0.21

On 19.05.18

33

0.21

The outstanding amount of about Rs. 21 lacs as on date represents some cases under litigation and some transmission cases, which too shall be settled in due course without any delay on the part of the Company.

14.0 auditors and auditors’ report

14.1 statutory auditors:

M/s. Rajendra K. Goel & Co., Chartered Accountants, (Firm’s Registration No.001457N), were appointed as Statutory Auditors of the Company for a term of five consecutive Financial Years i.e. for 2017-18 to 202122, in 20th Annual General Meeting (AGM) held on 23rd September 2017.

They hold office from the conclusion of the 20th AGM held on 23rd September 2017 till conclusion of the 25th AGM to be held in the year 2022.

Pursuant to amendment in provisions of the Companies Act, 2013 w.e.f. 07.05.2018, ratification of appointment of statutory auditors by the shareholders at every AGM is not required.

14.2 SECRETARIAL AuDITORS:

CS Ashok Tyagi (COP No. 7322), Practising Company Secretary, was appointed as Secretarial Auditor of the Company on 29th May 2017 by the Board of Directors, based on recommendations of the Audit Committee, as per Section 204 of the Companies Act, 2013, for the Financial Year 2017-18.

Secretarial Audit Report for the financial year ended 31st March 2018 forms part of the Directors’ Report.

Based on the recommendations of the Audit Committee, the Board has further re-appointed CS Ashok Tyagi (COP No. 7322), Practising Company Secretary, to conduct the Secretarial Audit for the Financial Year 2018-19 as per Section 204 of the Companies Act, 2013.

14.3 COST AuDITORS:

For the Financial Year 2017-18, M/s. J.K. Kabra & Co., Cost Accountants, (Firm’s Registration No. 2890) are carrying out the cost audit in respect of applicable businesses of the Company and their report will be filed with Central Government in due course.

For the Financial Year 2018-19, the Board of Directors of the Company have re-appointed, based on recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, (Firm’s Registration No. 2890), as Cost Auditors, for auditing the cost accounts in respect of applicable businesses of the Company.

Their remuneration is subject to ratification by shareholders for which a proposal is contained in the Notice of AGM.

15.0 REPORTS ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY

15.1 Corporate Governance Report and Management Discussion & Analysis Report

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Regulation 34 and 53 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) 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 LODR.

15.2 Business Responsibility Report

In terms of Regulation 34 of LODR, a Business Responsibility Report (BRR) for the year ended 31st March 2018, 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.

16.0 EMPLOYEE RELATIONS & PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the employees’ confidence, team spirit & determination in facing the challenges at all works sites and all offices and achieving satisfactory progress.

CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

There was no case filed by any woman during the Calendar year 2017 nor during Calendar year 2018 (till date) pertaining to sexual harassment of women at work place. The Company has formed an ‘Internal Complaints Committee’ pursuant to the provisions of ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013’ for the purpose of prevention of sexual harassment of women at workplace. The said Committee gave its Report for the Calendar Year 2017 as well as Interim Report for the Calendar Year 2018 (till date), which confirms that no such case has been filed during the said periods.

17.0 Other Requirements of Companies Act, 2013

17.1 EXTRACT OF THE ANNUAL RETURN UNDER SECTION 92 (3)

The extract of the Annual Return as provided under Section 92(3) (in form MGT-9) is enclosed as Annexure-3.

17.2 THE NUMBER OF MEETINGS OF THE BOARD

The total no. of meetings of the Board of Directors held during the Financial Year 2017-18 is 5 (Five).

The Board Meetings during FY 2017-18 were held on:

(i) 29th May 2017, (ii) 5th August 2017, (iii) 7th October 2017, (iv) 14th November 2017 and (v) 19th January 2018.

The details of meetings attended by Directors is given in Corporate Governance Report in Para 2.0.

17.3 Directors’ Responsibility Statement

Based on internal financial controls, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by the management, with the concurrence of the Audit Committee, pursuant to Section 134(5) of the Companies Act, 2013, the Board states the following for the year ended 31st March 2018:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith with proper explanation relating to material departures;

b) the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate, operating effectively and the same are being strengthened on continuous basis from time to time.

17.4 STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) & (7)

In Compliance with the provisions of Section 149(6) & 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 [LODR], Company has received requisite declarations from all the Independent Directors of the Company.

17.5 NOMINATION AND REMUNERATION POLICY UNDER SECTION 178(3).

The Company has a policy on Nomination and Remuneration as approved by Board and its details are given under Corporate Governance Report.

17.6 COMMENT ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE (IF ANY)

17.6.1 BY THE STATUTORY AUDITORS

The observation of Statutory Auditors and Notes to the financial statements are self-explanatory.

Their observations/qualifications and reply of management is given in Annexure-4.

17.6.2 BY THE COMPANY SECRETARY IN PRACTICE IN SECRETARIAL AUDIT REPORT

The observations of Secretarial Auditors are self-explanatory. Their observations and reply of management is given in Annexure-4.

17.7 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Particulars of Loans, Guarantees or Investments under Section 186 are given in the notes to Financial Statements especially under Note No. 3, 5 and 34 of the Financial Statements.

17.8 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars as per the prescribed Format (AOC-2) are enclosed as Annexure 5.

All the related party transactions during the year were on an arm’s length basis and in ordinary course of business. The Related Party Disclosures as per IND AS 24 have been made in Note No. 48 of the Financial Statements.

17.9 STATE OF COMPANY AFFAIRS IS MENTIONED IN THE BEGINNING OF DIRECTORS’ REPORT

The State of Company Affairs is given in para no. 1, 2, 7 & 8 above.

17.10 AMOUNT, IF ANY, WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES

NIL.

17.11 AMOUNT, IF ANY, WHICH COMPANY RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND

NIL.

17.12 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which have occurred between 31st March 2018 and the date of this Report.

17.13 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules 2014 for the year ended 31st March 2018 are annexed as Annexure 6 and form an integral part of this Report.

17.14 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY.

i) The Company has a Risk Management policy as approved by Board and its details are given in the Corporate Governance Report.

ii) In the opinion of the Board, there is no risk which may threaten the existence of the Company.

17.15 DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The details about the Corporate Social Responsibility (CSR) Policy are given in Corporate Governance Report. The said Policy of the Company is available on the following link: [www.jalindia.com/attachment/ CSRpolicy.pdf]

The Initiatives taken by Company during the year are given in Annexure - 7.

17.16 STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS.

The Annual Evaluation of Board, its Committees and Directors is done as per the Criteria laid down by the Nomination and Remuneration Committee (NRC). The Board carried out evaluation of its performance and also of Executive Directors of the Company at its meeting held on 19th May, 2018. The Board also carried out the evaluation of its committees.

The composition of main Committees of Board is as under:

A. AUDIT COMMITTEE

1. Shri K. N. Bhandari Chairman

2. Shri K. P. Rau Member

3. Ms. H. A. Daruwalla Member

4. Shri S. C. K. Patne Member

B. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

1. Shri T. R. Kakkar Chairman

2. Shri Sunil Kumar Sharma Member

3. Shri Sunny Gaur Member

C. NOMINATION & REMUNERATION COMMITTEE

1. Shri B. K. Goswami, Chairman

2. Ms. H. A. Daruwalla Member

3. Shri T. R. Kakkar Member

D. RESTRUCTURING COMMITTEE

1. Shri B. K. Goswami, Chairman

2. Shri C. P. Jain Member

3. Ms. H. A. Daruwalla Member

4. Shri Sunny Gaur Member

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

1. Shri B. K. Goswami, Chairman

2. Shri T. R. Kakkar Member

3. Shri Sunny Gaur Member

4. Shri Pankaj Gaur Member

F. FINANCE COMMITTEE

1. Shri B. K. Goswami Chairman

2. Shri T R Kakkar (w.e.f. 19.05.18) Member

3. Shri Sunil Kumar Sharma Member

4. Shri Ranvijay Singh Member

The Independent Directors also carried out evaluation of Board of Directors, Executive Chairman & other Directors in their meeting held on 30th March 2018. Details are given in Corporate Governance Report, para no. 9.0.

17.17 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant order passed by the regulators or courts or tribunals impacting the going concern status. Details of Orders of Competition Commission and Supreme Court are given in Notes to Financial Statements/ Directors Report.

17.18 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has laid down adequate internal financial controls & checks which are effective and operational.

The Internal Audit of the Company for FY 2017-18 has been carried out as under:

(A) For the first quarter of FY 2017-18 (i.e. 1st April 2017 to 30th June 2017).

1. by M/s Ernst & Young LLP for Cement Division (Cement & Asbestos Sheets)

2. by M/s Dewan PN Chopra & Co., Chartered Accountants, for rest of the business of the Company (Engineering, Power, Real Estate, etc.).

3. by In-house Internal Audit Department headed by Shri R.B. Singh, Chartered Accountant.

4. Internal Audit of some Regional Marketing Offices (RMOs) is being carried out by local firms of chartered accountants, engaged to assist the Internal Audit Department, as under:

i. M/s Manish Goyal & Associates, Gwalior for RMOs at Hydrabad, Chennai, Bangalore, Allahabad & Lucknow

ii. M/s Lodha & Co., New Delhi for RMOs at Delhi, Chandigarh & Patna.

5. The Internal Audit of Hotel Division is carried out as under:

i. V.P. Jain & Associates for Jaypee Vasant Continental, New Delhi

ii. Pankaj Oswal & Co. for Jaypee Siddharth, New Delhi and Jaypee Greens Golf & Spa Resort, Gr. Noida

iii. Subodh Taparia & Co. for Jaypee Palace, Agra and Jaypee Residency Manor, Mussoorie.

(B) For the 2nd, 3rd & 4th quarters of FY 2017-18 (i.e. 1st July 2017 to 31st March 2018).

By M/s Ernst & Young LLP for all divisions & units of the Company.

The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management and other affairs. The Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein.

The Audit Committee also regularly reviews & monitors the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification, etc.

The Audit Committee has regularly observed that proper internal financial controls are in place including with reference to financial statements. Based on recommendations of the Audit Committee, the Board has appointed M/s Ernst & Young LLP as Internal Auditors for F.Y. 2018-19 for all divisions/ units of the Company.

17.19 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Details are given in Annexure - 8.

17.20 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The Details are given in Annexure-9.

18.0 ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Consortium of Banks and Financial Institutions and valued Clients & Customers of the Company for their valuable support and cooperation.

Your Directors also wish to place on record their appreciation of the whole-hearted and continued support extended by the Shareholders and Investors, as well as employees of the Company, which has always been a source of strength for the Company.

On behalf of the Board

MANOJ GAUR

Executive Chairman & CEO

DIN: 0008480

Date : 19th May, 2018

Place: New Delhi

Source : Dion Global Solutions Limited
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