Description
The report for the financial year 2010 - 2011 of jaiprakash associates.
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NO DREAM TOO BIG
when it comes to achieving excellence demonstrated once again by Jaypee Group
Jaypee Rewa Plant & Jaypee Bela Plant of the Jaypee Group have been awarded with renowned and most prestigious SWORD OF HONOUR Award by British Safety Council, UK. This is a well acclaimed and celebrated International Award in the field of Health & Safety Management System. 3 MnTPA Jaypee Rewa Plant and 2.4 MnTPA Jaypee Bela Plant are the only cement plants to be bestowed this honour in India.
Photographs on the Cover
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2 MnTPA Dalla Cement Factory, U.P.
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1000 MW Karcham Dam, H.P.
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Residential Community at Jaypee Greens, Greater Noida, U.P.
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Jaypee Residency Manor, Mussoorie, Uttarakhand
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2 MnTPA Jaypee Himachal Cement Blending & Grinding Unit, Bagheri, H.P.
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Machine Hall at 300 MW Baspa-II HEP, H.P.
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165 Km Noida to Agra Yamuna Expressway, U.P.
3 MnTPA Rewa Cement Complex, Jaypee Nagar, Rewa, M.P .
2.4 MnTPA Jaypee Bela Plant, Jaypee Puram, Rewa, M.P .
2 MnTPA Dalla Cement Factory, Sonebhadra, U.P .
1.2 MnTPA Jaypee Roorkee Cement Grinding Unit, Roorkee, Uttarakhand
2.1 MnTPA Bokaro Jaypee Cement Limited, Bokaro, Jharkhand (Joint Venture with SAIL)
3.5 MnTPA Jaypee Balaji Cement Plant, A.P .
Company Secretary
Harish K. Vaid
Sr. President (Corporate Affairs) & Company Secretary
Founder Chairman Jaiprakash Gaur Board of Directors Manoj Gaur, Executive Chairman & CEO Sunil Kumar Sharma, Executive Vice Chairman Sarat Kumar Jain, Vice Chairman A. K. Sahoo (LIC Nominee) Viney Kumar (IDBI Nominee) R. N. Bhardwaj S. C. Bhargava B. K. Goswami B. K. Taparia Dr. B Samal V K. Chopra S. C. Gupta Dr. J. N. Gupta M. S. Srivastava Sunny Gaur, Managing Director (Cement) Pankaj Gaur, Jt. Managing Director (Construction) Ranvijay Singh, Whole-time Director R. K. Singh, Whole-time Director Shyam Datt Nailwal, Whole-time Director Rahul Kumar, Whole-time Director & CFO Contents Notice Directors’ Report Secretarial Audit Report Report on Corporate Governance Corporate Governance Compliance Certificate Management Discussion & Analysis Report Auditors’ Report Balance Sheet Profit and Loss Account Schedule (A - S) Balance Sheet Abstract - Part IV of Schedule VI Cash Flow Statement Statement Under Section 212 of the Companies Act Auditors’ Report on Consolidated Accounts Consolidated Accounts Consolidated Cash Flow Statement Proxy and Attendance Slip 2 5 19 20 30 31 36 40 41 42 72 73 75 77 78 100
Auditors
M/s. M.P. Singh & Associates New Delhi
Bankers
Allahabad Bank Andhra Bank AKA Export Finance Bank Axis Bank Limited Bank of Baroda Bank of Bhutan Bank of India Bank of Maharashtra Canara Bank Central Bank of India Citi Bank N.A. Corporation Bank Export Import Bank of India HDFC Bank Limited HSBC Ltd. ICICI Bank Limited Indian Bank Indian Overseas Bank IDBI Bank Ltd. Karur Vysya Bank Karnataka Bank Kotak Mahindra Bank Oriental Bank of Commerce Punjab National Bank Punjab & Sind Bank Royal Bank of Scotland Standard Chartered Bank State Bank of India State Bank of Hyderabad State Bank of Indore State Bank of Mysore State Bank of Patiala State Bank of Sikkim State Bank of Travancore State Bank of Bikaner & Jaipur Syndicate Bank The Jammu & Kashmir Bank Limited UCO Bank Union Bank of India United Bank of India Vijaya Bank Yes Bank Limited
Registered & Corporate Office Sector 128, NOIDA-201 304 Uttar Pradesh
Delhi Office JA House, 63, Basant Lok Vasant Vihar New Delhi 110 057
Website www.jalindia.com
E mail ID for Fixed Deposit related queries [email protected]
E mail ID for Shareholder related queries [email protected]
ANNUAL REPORT 2010-11
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NOTICE
NOTICE is hereby given that the 14th Annual General Meeting of the Members of Jaiprakash Associates Limited will be held on Tuesday, September 27, 2011 at 11.30 A.M. at the Auditorium of Jaypee Institute of Information Technology University, A-10, Sector 62, NOIDA- 201 307, U.P. to transact the following business: Ordinary Business 1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2011, the Profit & Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon. To confirm interim dividend and declare final dividend for the financial year 2010-11. To appoint a Director in place of Shri Sunny Gaur who retires by rotation and, being eligible, offers himself for reappointment. To appoint a Director in place of Shri B.K.Goswami who retires by rotation and, being eligible, offers himself for reappointment. To appoint a Director in place of Shri S.C. Gupta who retires by rotation and, being eligible, offers himself for re-appointment. To appoint a Director in place of Shri R.K. Singh who retires by rotation and, being eligible, offer himself for re-appointment. To appoint a Director in place of Shri S.D. Nailwal who retires by rotation and, being eligible, offers himself for reappointment. To appoint M/s M.P. Singh & Associates, Chartered Accountants, as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration. COMPANY NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. A BLANK PROXY FORM IS ENCLOSED. (iii) Corporate Members intending to send their respective authorized representatives are requested to send a duly certified copy of the Board/Governing Body resolution authorizing such representatives to attend and vote at the Annual General Meeting. (iv) All documents referred to in the Notice and accompanying Explanatory Statement, as well as the Annual Report and Annual Accounts of the subsidiary companies whose Annual Accounts have been consolidated with that of the Company, are open for inspection at the Registered Office of the Company on all working days, except Sunday and other holidays, between 11.00 A.M. and 1.00 P.M. up to the date of the Annual General Meeting. (v) The Register of Members and Share Transfer Books will remain closed from September 21, 2011 to September 27, 2011(both days inclusive) for payment of final dividend. The dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid on or after October 12, 2011 to the Members, or their mandatee, subject to the provisions of Section 206A of the Companies Act, 1956, whose names appear on the Company’s Register of Members as at the close of business hours on September 20, 2011. In respect of dematerialized shares, the dividend will be payable to the “Beneficial Owners” of the shares, whose names appear in the Statement of Beneficial Ownership, as at the close of business hours on September 20, 2011, furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.
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8.
Special Business To consider and, if thought fit, to pass, with or without modification(s), the following resolution: As Ordinary Resolution 9. “RESOLVED that Shri Rahul Kumar be and is hereby appointed a Director of the Company, liable to retire by rotation.” By Order of the Board For JAIPRAKASH ASSOCIATES LIMITED HARISH K. VAID Place : NOIDA Sr. President (Corporate Affairs) & Date : August 12, 2011 Company Secretary ____________________________________________________ NOTES (i) Relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of resolution set out under Item No. 9 is annexed hereto. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE
(vi) Members holding shares in electronic form may please note that: (a) the dividend, when declared, will be credited to their respective Bank Accounts as furnished to the respective Depository Participants, through Electronic Clearing Service (ECS), where this facility is available; (b) in other cases, Bank details as furnished to the respective Depository Participants will be printed on the Dividend Warrants as per the applicable regulations. The Company shall not entertain any direct request from such Members for deletion of / change of such Bank details. Further, it may be noted that instructions, if any, already given by the Members in respect of shares held in physical form will not be automatically applicable to the dividend paid on their holdings in electronic form. (vii) The Ministry of Corporate Affairs has taken a “Green initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, the Company has already sent a communication to all the shareholders that various notices/documents meant for them shall be sent electronically on their e-mail addresses as obtained from Depositories/other sources, unless specifically requested to be sent in physical form. The members who have not registered/ updated their e-mail addresses so far, are requested to register/ update their e-mail addresses, in respect of electronic holdings with the Depository
(ii)
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through their concerned Depository Participant. Members who hold their shares in physical form and who are desirous of receiving the communications/ documents in electronic form are requested to promptly register their e-mail addresses with the Company. (viii) Members who are holding shares in physical form are requested to notify the change in their respective addresses or Bank details to the Company and always quote their Folio Numbers in all correspondence with the Company. In respect of holding in electronic form, Members are requested to notify any change in addresses or Bank details to their respective Depository Participants. (ix) Members can avail of the nomination facility in terms of Section 109A of the Companies Act, 1956 by nominating in Form 2B, as prescribed under Companies (Central Government’s) General Rules and Forms, 1956, any person to whom their shares shall vest on occurrence of events stated in the said Form. Blank Forms can be supplied on request. The same can also be downloaded from the Company’s website www. jalindia.com. Form 2B is to be submitted in duplicate: (a) in case of shares held in physical form, to the Company and (b) in case of shares held in dematerialized form, to the respective Depository Participants. (x) Members who are still holding shares in physical form are advised to dematerialize their shareholding to avail of the benefits of dematerialization which include easy liquidity since trading is permitted only in dematerialized form, electronic transfer, savings in stamp duty, prevention of forgery, etc.
so as to reach at least seven days before the date of the Meeting. The envelope may please be superscribed “AGM QUERIES – Attn.: Shri Harish K. Vaid, Sr. President (Corporate Affairs) & Company Secretary”. (xv) Relevant details, in terms of Clause 49 of the Listing Agreement, in respect of the Directors retiring by rotation and proposed to be re-appointed are as under: Shri Sunny Gaur Shri Sunny Gaur, 42, a graduate from Delhi University, is presently Managing Director (Cement) of the Company and has rich experience of over 20 years in various aspects of the cement business, including setting up of cement plants, operation and maintenance of cement plants, finance, accounts and general administration. He has been part of the senior leadership, which successfully faced challenges of recession and brings with him an entrepreneur approach to various complex situations. He is Managing Director of Madhya Pradesh Jaypee Minerals Ltd., Chairman of Bhilai Jaypee Cement Ltd., Bokaro Jaypee Cement Ltd. and Director on the Boards of Jaypee Ganga Infrastructure Corporation Ltd., Prayagraj Power Generation Company Ltd., Jaypee Agra Vikas Ltd., MP Jaypee Coal Ltd., MP Jaypee Coal Fields Ltd., Jaiprakash Agri Initiatives Company Ltd., Himalyaputra Aviation Ltd., Jaypee Ventures Pvt. Ltd., Jaypee Infra Ventures (A Company with Unlimited Liabilities) and Jaypee Mining Ventures Pvt. Ltd. He is also a member of Audit Committee of Madhya Pradesh Jaypee Minerals Ltd., Jaypee Ganga Infrastructure Corporation Ltd. and Prayagraj Power Generation Company Ltd. Shri Sunny Gaur holds 2,38,045 equity shares in the Company in his own name and no share in the Company is held by him for any other person on a beneficial basis. Shri Sunny Gaur is brother of Shri Manoj Gaur, Executive Chairman & CEO of the Company. Shri B.K. Goswami Shri B.K. Goswami, 75, holds a Master’s degree in English from University of Delhi. He joined Indian Administrative Service in 1960. He has held various prestigious positions in various Government Departments including Chairman, Tea Board of India, Chief Secretary, Govt. of Jammu & Kashmir, Secretary, Department of Civil Supplies, Secretary Tourism, Govt. of India, Advisor to Governor of UP and Jammu & Kashmir. Besides the above, he was Chairman of J & K Tourism Development Corporation, Board of Governors of Institute of Hotel Management & Catering Technology, Bombay & New Delhi & the Task Force on Tourism constituted by Government of Kerala. He also served as Director on the Boards of Indian Tourism Development Corporation, Indian Airlines, Air India, Rajasthan Tourism Development Corporation, erstwhile Jaiprakash Industries Limited and erstwhile Jaypee Greens Limited. He was also Trustee of Consumer Education and Research Centre, Ahmedabad, Mata Vaishno Devi Shrine Board and Jim Corbett Foundation. Presently, he is Director on the Boards of Jaypee Infratech Ltd., Jaypee Development Corporation Ltd., Nectar Life Sciences Ltd., L H Sugar Factories Ltd., Blue Coast Hotels Ltd., B & A Ltd., Conservation Corporation of India Ltd., Global Trust Capital Finance Ltd., Simbholi Sugars Ltd., New Kennilworth Hotels Ltd., Naturich Labs Pvt. Ltd., and Mata Securities Pvt. Ltd. He is Chairman of (i) Finance Committee of your Company & (ii) Audit Committee of Blue Coast Hotels Ltd. Further, he is a member of (i) Audit Committee of your Company, Jaypee Infratech Ltd. and
(xi) Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, the dividend amounts which remain unpaid/ unclaimed for a period of seven years, are required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. After such transfer no claim of the members whatsoever shall subsist on the said amount. Therefore, Members are requested to encash their Dividend warrants on priority within the validity period. The Board of Directors in its meeting held on January 28, 2011 had declared interim dividend @ Re 0.40 per share i.e. 20% on the paid–up equity share capital of the Company. Members who have not yet encashed the Dividend Warrants may please write to the Company, for revalidating the Warrants. (xii) The Members may please note that the Ordinary and Special Resolutions sent through notice dated May 30, 2010, November 15, 2010 and May 14, 2011 to all Members for voting through Postal Ballot have been passed on August 31, 2010, February 19, 2011 and July 19, 2011 respectively by requisite majority. Relevant details in this regard are covered in the Corporate Governance Report annexed to the Report of the Board of Directors. (xiii) Members or their respective proxies are requested to: (a) bring copies of Annual Report sent to the Members as copies of Annual Report shall not be distributed at the Annual General Meeting;
(b) note that no gifts/coupons shall be distributed at the Annual General Meeting; and (c) quote their Folio/Client ID & DP ID No. in all correspondence.
(xiv) Any query relating to Accounts or any other items of business set out in the Agenda of the Meeting must be sent to the Company’s Registered Office at Sector 128, Noida-201 304
ANNUAL REPORT 2010-11
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B & A Ltd.;(ii) Remuneration Committee of your Company & Blue Coast Hotels Ltd.; (iii) Finance Committee of Jaypee Infratech Ltd. and (iii) Investor Grievance Committee of Blue Coast Hotels Ltd. Shri B. K. Goswami does not hold any share (either in his name or in the name of any other person on a beneficial basis) in the Company. Shri S.C. Gupta Shri S C Gupta, 74, is B.Sc, B.Arch., PG. Dip. T & CP and a fellow of Institute of Town Planning of India. He is an accomplished Planner with over 38 years of experience in the field of Urban Development Planning. He retired as Additional Commissioner (Planning) from the Delhi Development Authority (DDA) in 1994. He is also a Professor of Planning at the School of Planning and Architecture, New Delhi. He is a senior advisor to the Association of Metropolitan Development Authorities and the Delhi Urban Arts Commission. As a consultant to the Asian Development Bank (ADB), he gave advice to Government of Uttarakhand on projecting Disaster management needs for Urban Development in the State. As an Independent Professional, he has undertaken a number of consultancy projects, most prominently as Urban Planner for the Special Economic Zone (SEZ) in Mundra, Gujarat. He is also Director on the Board of Jaypee Infratech Ltd., Jaypee Development Corporation Ltd., TLC International Ltd., Preferred Card Marketing Pvt. Ltd., Goodtimes Marketing Pvt. Ltd., TLC Relationship Management Pvt. Ltd., SLS Software Pvt. Ltd. and Sureni Holdings Pvt. Ltd. He is neither a Chairman nor a member of any of the Committees of the Board of Directors of the Companies of which he is a Director. Shri S. C. Gupta does not hold any share (either in his name or in the name of any other person on a beneficial basis) in the Company. Shri R.K. Singh Shri R.K. Singh, 65, presently a Whole-time Director of the Company, is a Science Graduate from Agra University and Bachelor of Engineering (Hons.) in Civil Engineering from University of Roorkee securing top position. Shri Singh has rich and varied experience of over 41 years to his credit. He had held various key positions including Member, Public Enterprises Selection Board, Chairman, Railway Board (Ex. Officio Principal Secretary to Government of India), Chairman, RITES Ltd., IRCON International Ltd., and RAIL Vikas Nigam Ltd. Presently Shri Singh is Managing Director of Bokaro Jaypee Cement Ltd., and Director on the Board of Jaypee Agri Initiatives Company Ltd. He is neither a Chairman nor a member of any of the Committees of the Board of Directors of the Companies of which he is a Director. Shri R. K. Singh holds 258 equity shares in his own name in the Company and no share in the Company is held by him for any other person on a beneficial basis. Shri S.D. Nailwal Shri Shyam Datt Nailwal, 63, is a fellow member of the Institute of Company Secretaries of India with 42 years’ experience in the fields of project financing, corporate planning and secretarial work. He is a Whole-time Director on the Board of the Company since July 1, 2004. Shri Nailwal is a Director on the Boards of Jaypee Arunachal Power Ltd., Jaypee Fertilizers & Industries Ltd., Himalyaputra Aviation Ltd., Jaypee Uttar Bharat Vikas Pvt. Ltd. and Jaypee Meghalaya Power Ltd. He is a member of Finance Committee and Shareholders’ / Investors’ Grievance & Share Transfer Committee of the Board of
Directors of the Company. He is also a member of Audit Committee of Jaypee Arunachal Power Limited and Remuneration Committee of Jaypee Fertilizers & Industries Limited. Shri S. D. Nailwal holds 83,938 equity shares in the Company in his own name in the Company and no share in the Company is held by him for any other person on a beneficial basis. EXPLANATORY STATEMENT Following Explanatory Statement, pursuant to the provisions of Section 173(2) of the Companies Act, 1956 sets out the material facts relating to the Special Business mentioned in the accompanying Notice dated August 12, 2011: Item No. 9 Shri Rahul Kumar was appointed as a Director w.e.f. October 31, 2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur, Founder Chairman. Further, keeping in view his contribution in the growth of the Company and his leadership qualities supported by experience, Shri Rahul Kumar was appointed as a Whole-time Director & CFO w.e.f. October 31, 2010. By virtue of Section 262 of the Companies Act, 1956 read with Article 132 of the Articles of Association of the Company, Shri Rahul Kumar holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received notice in writing alongwith a deposit of Rs.500 from a member of the Company in terms of Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Shri Rahul Kumar for the office of Director at the ensuing Annual General Meeting. Shri Rahul Kumar aged about 43 years, is a Fellow Member of the Institute of Chartered Accountants of India with around 18 years’ experience in the fields of accounting, marketing of cement, corporate planning and financing. He had been in charge of marketing of cement, cement sale accounting and also associated with corporate planning functions of the Company. He was designated as Chief Financial Officer of the Company w.e.f. April 1, 2010. Presently, he is on the Boards of Bhilai Jaypee Cement Limited (MD), Gujarat Jaypee Cement Infrastructure Limited (MD), Bokaro Jaypee Cement Limited, Jaypee Fertilizers & Industries Limited, Jaiprakash Agri Initiatives Company Limited, Rock Solid Cement Limited, RPJ Minerals Private Limited, Sarveshwari Stone Products Private Limited and Sonebhadra Minerals Private Limited. He is Chairman of the Audit Committee of Bokaro Jaypee Cement Limited (BoJCL) and Member of Allotment & Share Transfer Committee of BoJCL. Further, he is also Chairman of Allotment & Share Transfer Committee of Gujarat Jaypee Cement Infrastructure Limited. Shri Rahul Kumar holds 1,50,750 equity shares in his own name in the Company and no share in the Company is held by him for any other person on a beneficial basis. None of the Directors of the Company, except Shri Rahul Kumar himself, is concerned or interested in the Resolution. The Board commends the resolution for your approval. By Order of the Board For JAIPRAKASH ASSOCIATES LIMITED HARISH K. VAID Sr. President (Corporate Affairs) & Company Secretary
Place : NOIDA Date : August 12, 2011
Registered Office: Sector 128, Noida - 201 304, U.P.
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DIRECTORS’ REPORT
To The Members, The Directors of your Company are pleased to present the 14th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011. WORKING RESULTS The working results of the Company for the year under report are as under: (Rs. in Crores) Financial year ended Gross Revenue Profit before Depreciation & Tax Less : Depreciation Profit before Tax Less : Provision for Tax l Current Tax l Deferred Tax l Excess Provision for Income Tax in Earlier Years reversed Profit after Tax Add : l Profit brought forward from Previous Year Profit available for appropriation Less : Transferred to : l Reserve for Redemption Premium on FCCBs l Debenture Redemption Reserve l General Reserve l Dividend paid pertaining to Previous Year Add : l Tax on proposed Final Dividend Reversed l Final Dividend received by Jaiprakash Enterprises Ltd. (Transferor Company) l Final Dividend Transferred from Trusts (in which Company is sole beneficiary) Less: Dividend l Interim Dividend l Interim Dividend received by Trusts l Proposed Final Dividend l Tax on Dividends Balance carried to Balance Sheet Basic Earning Per Share [Face value Rs. 2 per share] after Extraordinary Items Diluted Earnings Per Share [Face value Rs. 2 per Share] after Extraordinary Items 31.03.2011 13831.87 2362.32 607.81 1754.51 330.09 270.73 (14.09) 586.73 1167.78 439.69 233.62 673.31 1708.36 31.03.2010 11671.78 2837.73 456.06 2381.67 DIVIDEND For the financial year 2010-11, your Directors had declared an Interim Dividend of Re.0.40 per Equity Share of Rs.2 i.e. 20%, on January 28, 2011, absorbing an aggregate amount of Rs.85.06 Crores. The Board has recommended a Final Dividend of Re.0.40 per Equity Share of Rs. 2 i.e 20%, which will be paid after your approval at the ensuing Annual General Meeting. The final dividend will absorb an amount of Rs.85.06 Crores, excluding Dividend Distribution Tax of Rs.13.80 Crores. Thus, the total dividend of 40% for the year would result in an aggregate payout of Rs.170.12 Crores, excluding Dividend Distribution tax of Rs.13.80 Crores. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS) The particulars about conversion, outstanding amount, coupon, listing etc. of FCCBs-II (Issue size – Euro 165 Mn.) & FCCBsIII (Issue size – US $ 400 Mn.) are detailed in para 26 of the Corporate Governance Report forming part of this Report. While the outstanding amounts as on March 31, 2011 against FCCB-II and FCCB-III were to the tune of Euro 1.706 Mn & US $ 354.475 Mn, FCCB-I (Issue size – US $ 100 Mn.) stood fully extinguished from February 17, 2010. On April 9, 2011, FCCB-II aggregating Euro 1.451 Mn were redeemed on exercise of put option by the Bondholders. Thus, as on date, the outstanding amount of FCCB-II aggregates Euro 0.255 Mn. and that of FCCB-III aggregates US $ 354.475 Mn. EMPLOYEE STOCK PURCHASE SCHEME During 2010-11, “Jaypee Group ESPS, 2009 Trust” which was created in 2009 for administering the Stock Purchase Scheme of the Company namely “Jaypee Employee Stock Purchase Scheme, 2009 and for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries, allocated/ transferred 1,12,63,706 Equity Shares of Rs.2 each alongwith the Bonus thereon, to the eligible persons, in tranches, as per details given below, on receipt of the issue price of Rs.60 per share including premium of Rs.58 per share, from its total holding of 1,25,00,000 Equity Shares which were issued & allotted by the Company to the Trust on December 14, 2009, in terms of the Scheme. The Company had issued Bonus Shares on December 19, 2009, in the ratio of ONE Bonus Equity Share of Rs.2 for every TWO Equity Shares of Rs.2 each held in the Company, as on the Record Date, in terms of the Members approval accorded through Postal Ballot on December 8, 2009. Accordingly, Jaypee Group ESPS, 2009 Trust was allotted 62,50,000 Bonus Shares on its holding of 1,25,00,000 Equity Shares held on the Record Date. 13.41 Date of Transfer No. of Eligible Persons No. of No. of Bonus original Shares Shares transferred transferred (excluding Bonus) 12,500,000 6,250,000 Total no. of shares transferred (including Bonus) 18,750,000
2645.03 3812.81
1879.68 3588.04
153.54 507.11 117.00 0.11 777.76
117.32 383.54 240.00 0.01 740.87
-
3.96
-
2.40
10.22 85.06 (7.57) 85.06 13.80
10.22
7.05 75.71 (6.82) 114.73 31.93
176.35 2868.92
215.55 2645.03
5.49
8.08
Total Shares under ESPS Scheme Shares Transferred till date Balance shares
8,032
11,263,706
5,631,852
16,895,558
1,236,294
618,148
1,854,442
5.27
7.68
The balance shares lying with the Trust would be transferred to the eligible persons in due course.
ANNUAL REPORT 2010-11
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The employee-wise details of shares transferred/ allocated to Senior Managerial Personnel by the Trust in terms of the Scheme are Annexed to this Report. It is confirmed that: (a) there is no employee who has been issued shares in any one year amounting to 5% or more shares issued during that year; and there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.
(a)
(b)
Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydro-mechanical works and Highway Tunnel for a contract value of Rs.1224 Crores; and Head Race Tunnel from Surge Shaft end, Surge Shaft, Butterfly Valve, Chamber, Pressure Shafts, Power House and Tailrace Tunnel including Hydro-mechanical works for a contract value of Rs.855 Crores.
(b)
1.2 Works in Progress The Company is presently executing the works of the projects listed below and the status of works is given below : Sl. Name of the Project No. under Execution Location Contract of the Price Project (Base Value) (Rs. in crores) Nature of Project Value of work completed as on 31.03.2011 (Rs. in crores) 463
CHANGES IN SHARE CAPITAL The Paid-up Capital of the Company on April 1, 2010 stood at Rs.4,24,92,69,266 divided into 2,12,46,34,633 Equity Shares of Rs.2 each. During the year under report, 17,98,549 Equity Shares were issued on August 5, 2010 to the bondholders who opted for conversion of their 2,500 bonds under FCCB-II Scheme. Thus, as on March 31, 2011, the Paid-up Capital of the Company stood increased to Rs.4,25,28,66,364 divided into 2,12,64,33,182 Equity Shares of Rs.2 each. OPERATIONS 1.0 ENGINEERING DIVISION 1.1 Works completed 1.1.1 During the year, following works have been completed: (i) Civil and Structural works of Clinkerisation Unit at Satna and Grinding Unit at Bhilai of Bhilai Jaypee Cement Limited. (ii) Civil and Hydro-mechanical works of 450MW Baglihar (Stage-I) Hydroelectric Project in Jammu & Kashmir (iii) Construction of Drains in Parikarma Marg area for the project water drainage for Varindavan Town, Distt. Mathura 1.1.2 Bids Under submission During the year under report, your Company participated in the Tenders for the following works : (i) Civil and Hydro-mechanical works on EPC basis of 450 MW Shongtong – Karcham Hydroelectric Project in Himachal Pradesh; (ii) Construction of DT, Dam, Intake, Desilting arrangement (Contract Package C1) for Punatsangchhu-II Hydroelectric Project, Bhutan; (iii) Construction of Headrace Tunnel (HRT) from Adit-I and Adit-II (Contract Package C2) for Punatsangchhu-II Hydroelectric Project, Bhutan; and (iv) Construction of Headrace Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tailrace Tunnel including Hydro-mechanical works (Contract Package C3) for Punatsangchhu-II Hydroelectric Project, Bhutan While the bid of the Company for 450 MW Shongtong – Karcham HEP is under evaluation by the Client, your Company has been awarded the Works at Sr. (ii) & (iv) above, as detailed hereinbelow. 1.1.3 Your Company has also submitted Application for Prequalification for Head Race Tunnel and Power House Complex (Dibang Lot:4) of 3000MW Dibang Multipurpose Project in Arunachal Pradesh and Development of Food Parks at Bhopal/ Ratlam/ Harda in Madhya Pradesh and is expected to be qualified for the Projects. 1.1.4 New Works Awarded Against the bid submitted during the year under report, your Company was awarded in July, 2011, two contracts by Punatsangchhu-II Hydroelectric Project Authority, Bhutan for construction of following pertaining to 990 MW Punatsangchhu II Hydroelectric Project ( A joint implementation of the Hydro Electric Project by the Royal Government of Bhutan and the Government of India) :-
1.
Works pertaining to : Sardar Sarovar (Narmada) Project Baglihar –II HEP
Gujarat
526
2.
Jammu & Kashmir
530
3.
Karcham Wangtoo HEP
Himachal 5,197 Pradesh (Revised) 1,925
4.
Turnkey construction Andhra of Srisailam Left Pradesh Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project 5. Yamuna Expressway (six Uttar lane165 km) connecting Pradesh Noida & Agra and (NCR) related activities 6. Zirakpur-Parwanoo Panjab, Highway From Km Haryana & 39.860 to Km 67.000 Of Himachal NH – 22 on BOT basis Pradesh 7. Ganga Expressway Uttar (Eight lane & 1,047 km Pradesh long) connecting Greater Noida & Ballia and related activities 8. Civil and Structural Jharkhand work, Residential Complex, Mechanical fabrication and erection and electrical fabrication, erection and installation for Grinding Plant at Bokaro of Bokaro Jaypee Cement Limited. 9. Widening and facelifting Uttar of Varindavan Parikarma Pradesh Marg and construction of Kesi Ghat Bridge on Varindavan Parikarma Marg 10. Construction of Sewer Uttar System including Pradesh replacement of old sewer raising main at Parikarma Marg at Varindavan, Distt. Mathura
Power Generation (1200 MW) Power Generation (450 MW) Power Generation (1000 MW) Irrigation Tunnels
--
4,980
666
6,000 Expressway Project
4,551
414
Highway Project
312
30,000 Expressway Project
_
101
Cement Project
65
32
Road and Bridge works
9
10
Sewer works
8
6
Projects being executed in Joint Venture 1. Polavaram Project Right Main Canal Package – 4 2. Veligonda Feeder and Teegaleru Canal Project-2 3. Rajiv Sagar Lift Irrigation Project (Dummugudem) Andhra Pradesh Andhra Pradesh Andhra Pradesh 301 343 (Revised) 282 Irrigation Canal Irrigation Canal Lift Irrigation Project Irrigation Canal 137 232
INDICES ?
LIME- RAW MEAL STONE GRINDING CRUSHING
CLINKER PRODUCTION
CEMENT GRINDING
80
4. GNSS Main Canal Andhra 112 _ from km. 119.000 to Pradesh km 141.350 including construction of CM & CD works Total 45,773 2,650 MW 11,503 The progress of work on all the projects is generally satisfactory. 2.0 CEMENT DIVISION Operations The details of production and sale of Cement/ Clinker during the year, as compared to the previous year, are as under:2010-11 (MT) Cement Production (MT) Clinker Production (MT) Cement and Clinker Sale (MT) (including Self-Consumption) 1,46,75,679 1,15,29,728 1,50,94,616 2009-10 (MT) 1,05,16,145 83,52,601 1,05,53,033 Growth 39.55% 38.04% 43.04%
UNIT (MT) (MT) (MT) 6.Dalla Cement 28,22,972 27,59,284 18,69,720 Factory, Dalla (UP) 7.ChunarGrinding - 21,53,577 21,41,816 Unit, Chunar (UP) 8.Jaypee Himachal 33,57,191 34,40,026 22,76,035 20,157 Cement Plant – Baga 9.Jaypee Himachal - 14,67,000 14,63,091 Cement Plant Bagheri 10.Jaypee Cement - 10,41,484 10,38,384 Grinding Unit, Panipat (Haryana) 11.Jaypee Roorkee 8,59,444 8,55,068 Grinding Unit 12.Jaypee 17,91,604 17,72,233 11,44,833 7,36,755 7,75,048 Gujarat Cement Plant, Sevagram, (Gujarat) 13.Jaypee 7,18,176 7,13,395 Wanakbori Grinding Unit TOTAL 1,70,84,151 1,73,95,430 1,15,68,318 1,47,14,266 1,52,15,651 Note: The above figures are inclusive of trial run for newly commissioned plants 2.1 Operational Performance During the year the Company has successfully commissioned its 2nd Unit at Sewagram, Gujarat (1.2MTPA) and 2nd Grinding Facilities at Wanakbori, Gujarat (1.2MTPA). Cement Production has increased to 14.71 Million Tonnes in 2010-11 from 10.69 Million Tonnes in 2009-10. Cement Dispatches including Clinker Sale has also increased to 15.22 Million Tonnes in 2010-11 from 10.98 Million Tonnes in 2009-10 and to 16.16 Million Tonnes in 2010-11 from 11.22 Million Tonnes in 2009-10 after taking into account Dispatches from M/s Bhilai Jaypee Cement Limited, a JV of Jaiprakash Associates Limited and Steel Authority of India Limited (SAIL). 2.2 Expansion Plans The Company is expanding its Cement Production Capacity to 30.75 MTPA. An additional capacity of 4.3 MTPA is being added through Joint Ventures with Steel Authority of India Limited (SAIL) taking the Group’s total capacity to 35.05 MTPA by 2012 which shall further strengthen Jaypee Group’s position of being the 3rd largest Cement producing group in India. The implementation of the on-going Projects is progressing satisfactorily. 3.0 HOTELS DIVISION The Hotels Division of the Company has 5 five star luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and 45 new rooms are being added to its inventory. Jaypee Greens Golf & Spa Resort, a prestigious presentation by Jaypee Hotels in the luxury segment, offers 170 state of art rooms and world renowned “Six Senses Spa” overlooking the Championship 18 hole Greg Norman Golf Course at Jaypee
CEMENT DESPATCH including Clinker sale (MT) (MT) 3,86,859 4,34,190
Zone-wise operating Capacity/Capacity under implementation and Captive Power Plant Capacity in the Cement Division of the Company are as under :CAPACITY MTPA CAPACITY CAPACITY UNDER OPERATIVE IMPLEMENTATION MTPA MTPA 11.20 3.00 2.75 4.70 1.50 4.80 2.10 5.00 23.70** 11.35 TOTAL MTPA 11.20 5.75 6.20 4.80 2.10 5.00 35.05* CAPTIVE POWER (MW) 124.00 64.00 90.00 35.00 313.00
CENTRAL ZONE UP ZONE NORTH ZONE WEST ZONE EASTERN ZONE SOUTH ZONE TOTAL
* Includes 4.3 MTPA of two JV/subsidiary companies of Jaiprakash Associates Limited. **includes 2.2 MTPA of JV/Subsidiary of Jaiprakash Associates Limited.
During the financial year 2010-11, Productivity Indices of the operating units were as under: INDICES ? LIME- RAW MEAL STONE GRINDING CRUSHING (MT) 42,64,338 28,78,784 (MT) 44,26,266 29,57,346 CLINKER PRODUCTION (MT) 29,40,259 19,76,071 CEMENT GRINDING CEMENT DESPATCH including Clinker sale (MT) (MT) 28,66,746 29,08,477 22,13,357 9,43,843 24,21,261 9,41,528
UNIT 1. Jaypee Rewa Plant, Rewa (MP) 2.Jaypee Bela Plant, Bela (MP) 3.Jaypee Ayodhya Grinding Operations, Tanda (UP) 4.Jaypee Cement Blending Unit,Sadva Khurd (UP) 5.Jaypee Sidhi Cement Plant, Baghwar (MP)
-
-
-
2,12,525
2,12,525
19,69,262
20,40,275
13,61,400
11,14,500
12,90,710
ANNUAL REPORT 2010-11
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Greens, Greater Noida, U.P. It has emerged as a preferred choice of upmarket business travellers. The Company has India’s first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course. In recognition of our hospitality, the Golf Course at Jaypee Greens, Greater Noida has been conferred with the prestigious “BEST TOURISM FRIENDLY GOLF COURSE” award by the MINISTRY OF TOURISM, Govt. of India. In the close proximity to the Golf Course is Atlantis-The Club, an integrated sports complex that offers World Class sporting events & tournament facilities, rooms & conference facilities and Jaypee DelCourt, offering hospitality with a difference, offers 27 well appointed rooms and 36 service apartments making it a viable destination for corporate entrepreneurs, expats business and leisure stays. The Company’s Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP). It is the endeavour of the Company to tirelessly strive to maintain befitting growth rate in the hotel business and keep the staff and executives of the hotel well motivated and enthusiastic for facing new challenges emerging from the changing tastes of different segments of tourists and travelers and to establish a distinct niche in the hotel industry. The Company is confident to achieve better quotient of customers’ satisfaction and to achieve higher growth coupled with optimization of the resource utilization. The growth of the Tourism Industry has shown positive signs. In view of the country’s rapid economic growth the hotel industry is expected to remain buoyant. 4.0 REAL ESTATE DIVISION Jaypee Greens, Greater Noida Spread across 452 acres, Jaypee Greens, Greater Noida is the maiden golf centric residential project of your Company. The project integrates Luxury Villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve, a 5 star spa resort, Town Centre etc. During the year under report, Jaypee Greens Greater Noida has bagged several prestigious International awards including the “Best Golf Course- India” at Asia Pacific Property Awards 2011. A new residential development “The Castille Apartments” have also been introduced which offers uninterrupted views of 18 hole golf course. Jaypee Greens Wish Town Noida Second real estate project - Jaypee Greens Noida being developed by Jaypee Group is an epitome of extraordinary living. Spread over 1162 acres, it has been designed as a new and exciting place to live, work and play. It offers wide range of residential options from independent homes to high-rise apartments and penthouses, along with host of other amenities such as numerous Graham Cooke designed golf facilities, Super specialty medical centers, educational facilities, landscaped parks and lakes, various recreational facilities and entertainment centers. Within the Noida development, new residential communities – Jaypee Greens The Orchards, Jaypee Greens Krescent Homes, Jaypee Greens Pebble Beach Residences, have been introduced which are a combination of low, mid and high rise residential apartments. Kingswood Oriental Villas, one of the most luxurious offering by Jaypee Greens, also won the “Highly recommended Multiple Units Residential Property”
Award at the Asia Pacific Property Awards 2011. Jaypee Greens AMAN Jaypee Greens third residential project Jaypee Greens AMAN at Sector 151 is located on the fast developing NoidaGreater Noida expressway and offers 2 & 3 BHK apartments. Spread over 70 acres, the project also comprises Chip & Putt golf course, Gardens, Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums. Primary and Senior Secondary Schools, Crèche, Kid’s play area etc. At present phase II of the project has been launched. The new phase has 2/3 BHK apartments that offers beautiful views of lush green landscapes, pitch & putt golf course and aesthetically designed streetscapes assuring calm, convenient and complete lifestyle. Jaypee Greens Sports City The Jaypee Greens Sports City located on the Yamuna Expressway, spread over 5000 acres, is the latest project launched by Jaypee Greens and comprises of India’s first International Motor racing track scheduled to host India’s first F1 race in October, 2011, International standard cricket stadium, a 15.7 Kms long green boulevard and much more. The development will be divided into various thematic districts offering commercial, residential and institutional facilities. The Commercial zone will offer well defined areas for elaborate financial and civic centers, along with this Residential Districts which will have a vast range of products including villas, town homes, residential plots and mid to high rise apartment blocks, with regular water supply and 24 hours electric power supply, to suit the requirements of all. A new residential community of high rise apartments - The Kove has been introduced in the market. The luxurious apartments are set amidst a healthy and pollution free neighborhood with numerous other facilities like a pitch & putt golf course, various themed gardens, children play areas etc. The work on all these projects being developed & marketed by your Company is progressing satisfactorily. DIVERSIFICATION A. WIND POWER PROJECT The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat), which was fully commissioned on 31st March, 2008. Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 78.8 Mn units and Rs.29.81 crores against 86.7 Mn units and Rs.31.76 crores respectively in the year 2009-10. B. DEVELOPMENT PRADESH (a) OF COAL BLOCKS IN MADHYA
Madhya Pradesh Jaypee Coal Limited (MPJCL) was incorporated on May 14, 2009, as a joint venture with Madhya Pradesh State Mining Corporation Ltd. (MPSMCL) for mining and sale of Coal from Dongri Tal-II Coal Block at Singrauli in Madhya Pradesh. MPSMCL holds 51% of the issued equity shares of MPJCL in consideration for the mining rights granted to the Joint Venture Company and your Company holds 49% equity in the Joint Venture Company. The JV Company is thus
8
treated as a Government Company within the meaning of Section 617 of the Companies Act, 1956. The progress of the Project is satisfactory. (b) Madhya Pradesh Jaypee Coal Fields Limited (MPJCFL) was incorporated on January 4, 2010, as a joint venture with Madhya Pradesh State Mining Corporation Ltd. (MPSMCL) for mining and sale of coal from Mandla (South) Coal Block in District Chhindwara (M.P.). MPSMCL holds 51% of the issued equity capital of MPJCFL in consideration for the mining rights granted to the JVC from Mandla (South) Coal Block and JAL holds 49% of the equity capital in the said company. The JV Company is thus treated as a Government Company within the meaning of Section 617 of the Companies Act, 1956. The Company has received various clearances and necessary steps are being taken to obtain the remaining clearances including Environment Clearance. (c) Madhya Pradesh Jaypee Minerals Limited (MPJML) is a joint venture of your Company with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for developing a Coal Block at Amelia (North) in Singrauli District in the State of Madhya Pradesh. This Company is also treated as Government Company within the meaning of Section 617 of the Companies Act, 1956, as MPSMCL holds 51% of the Equity of MPJML which has been allotted to it in consideration for the mining rights granted to the company, and balance 49% is held by your Company. Project activities relating to Mine Development have been completed. Various statutory approvals/ clearances including permission from the MP Pollution Board to operate under Air Act, 1981 and Water Act, 1984, purchase of 728.75 Ha of tenancy land from Govt. of MP for compensatory afforstation including getting Gazette Notification issued, approval of Eco-restoration Plan from PCCF, Bhopal are in place. The Company is now awaiting final clearance from the Ministry of Environment and Forest to start mining of Coal from Amelia (North) Coal Block. (d) Your Company had been awarded rights for mining of coal in Mandla (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been taken to obtain various clearances including Environment Clearance. Coal from this Block shall be available for captive consumption for Cement Division of the Company. C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH The Plant is operating successfully, taking daily garbage of the city of Chandigarh as per agreement. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refused Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, is being disposed off commercially and is becoming popular as a good substitute of conventional fuel in the industry located around Chandigarh. D. EXPLORATION AND DEVELOPMENT OF OIL AND NATURAL GAS The seismic exploration activities including surveys are progressing as scheduled, in the largest onshore oil-gas block in the ‘South Rewa Basin’ in Madhya Pradesh, awarded to your Company under NELP-VI Round. Your Company has 90% interest in the block and the consortium partner Prize Petroleum Company Limited who is the ‘Operator’ has 10% interests. The 1st phase of exploration is scheduled to be completed in the year 2012. The completion of 1st phase shall prima-facie establish the presence of hydrocarbons for pursuing the next phase.
E.
DIVERSIFICATION INITIATIVES Company’s other diversification initiatives include development and mining of Coal, setting-up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, and Fertilizer business. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries. SUBSIDIARIES During the year under report, your Company had following subsidiaries which are engaged in different business activities: 1. 2. 3. 4. 5. 6. 7. 8. 9. Jaiprakash Power Ventures Limited Jaypee Arunachal Power Ltd. Bina Power Supply Co. Ltd.* Jaypee Karcham Hydro Corporation Limited* Jaypee Powergrid Limited. Sangam Power Generation Co. Ltd. Prayagraj Power Generation Co. Ltd. Jaypee Meghalaya Power Limited (w.e.f.26.8.2010) Bhilai Jaypee Cement Limited
10. Bokaro Jaypee Cement Limited 11. Gujarat Jaypee Cement & Infrastructure Limited 12. Jaypee Cement Corporation Limited (w.e.f.22.2.2011) 13. Jaypee Infratech Limited 14. Jaypee Ganga Infrastructure Corporation Limited. 15. Himalyan Expressway Limited 16. Jaypee Agra Vikas Limited 17. Jaypee Sports International Limited 18. Jaypee Fertilizers & Industries Limited**(w.e.f.3.6.2010) 19. Madhya Pradesh Jaypee Minerals Limited***. *Out of the above, Bina Power Supply Company Limited and Jaypee Karcham Hydro Corporation Limited (Transferor Companies) were amalgamated with Jaiprakash Power Ventures Limited (Transferee Company), w.e.f. the Appointed Date viz. April 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon’ble High Court of Himachal Pradesh vide its Order dated July 25, 2011 which was filed with the Registrar of Companies on July 26, 2011 thereby making the amalgamation effective from the Appointed Date. **The first Financial Year of Jaypee Fertilizers & Industries Limited will close on August 31, 2011. ***Madhya Pradesh Jaypee Minerals Ltd.(MPJML), which was a subsidiary of your Company, ceased to be as such w.e.f March 3, 2011, consequent upon increase in the shareholding of Madhya Pradesh State Mining Corporation Ltd. to 51% of the capital of MPJML. In terms of the Shareholders’ approval accorded on July 19, 2011, Himalayaputra Aviation Limited was incorporated on July 23, 2011, as a wholly-owned subsidiary of the Company to undertake aviation business. Accordingly, the accounts of remaining 15 subsidiaries have been consolidated alongwith the accounts of your Company. The status of the aforesaid subsidiaries is as under: POWER AND RELATED BUSINESS 1. Jaiprakash Power Ventures Limited (JPVL) AMALGAMATION During the year under report, erstwhile Jaypee Karcham Hydro Corporation Limited(JKHCL) and Bina Power Supply
ANNUAL REPORT 2010-11
9
Company Limited (BPSCL) (Transferor Companies) were amalgamated with Jaiprakash Power Ventures Limited (Transferee Company), (all the three were subsidiaries of your Company) w.e.f. the Appointed Date viz. April 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon’ble High Court of Himachal Pradesh vide Order dated July 25, 2011 which was filed with the Registrar of Companies on July 26, 2011 thereby making the amalgamation effective from the said Appointed Date. Consequent upon the said amalgamation, 1000 MW Karcham Wangtoo Hydro-electric Power Station being implemented by JKHCL and 1250 MW Thermal Power Project (with 500 MW being implemented in Phase-I) at Bina (Madhya Pradesh) being implemented by BPSCL, stood merged with JPVL alongwith all their assets, liabilities, rights, titles, interests, contracts, agreements etc. OPERATIONS Post amalgamation, your Company holds 67.93% of equity share capital of JPVL which has three operative Hydroelectric Power Stations, namely, 1. 2. 3. 300 MW Jaypee Baspa-II Hydro-electric Power Station in Himachal Pradesh; 400 MW Jaypee Vishnuprayag Hydro-electric Power Station in Uttarakhand; and 1000 MW Jaypee Karcham Wangtoo Hydro-electric Power Station in Himachal Pradesh. (Out of 1000 MW (4 x 250 MW) capacity of Jaypee Karcham Wangtoo Hydro Electric Project, first unit of 250 MW was commissioned on 26th May, 2011, second unit of 250 MW was commissioned on 23rd June, 2011 and third and fourth units of 250 MW each are expected to be commissioned during the quarter ending 30th September, 2011).
Bina, Distt. Sagar (MP) is being implemented in two phases and the first phase of 500 MW (2 x 250 MW) is under implementation and is expected to be commissioned by November, 2011. VERIFIED EMMISSION REDUCTIONS (VERs) JVPL sold 3,50,000 VERs in respect of Jaypee Baspa-II Hydro-electric Plant during the year for Rs.8.19 crores. As for Jaypee Vishnuprayag Hydro-electric Plant, sale consideration in respect of 14,60,564 VERs aggregating Rs.30.02 crores was received during the year under report. Further, 1000 MW Jaypee Karcham Hydro-electric Plant in the State of Himachal Pradesh and 1320 MW Jaypee Nigrie Super Thermal Power Project in the State of Madhya Pradesh shall be eligible for CERs under Clean Development Mechanism (CDM). 2. Jaypee Arunachal Power Limited (JAPL) PROGRESS ON THE PROJECT JAPL is taking necessary steps to implement 2700 MW Lower Siang Hydro-Electric Project and 500 MW Hirong Hydroelectric Project in the State of Arunachal Pradesh. For 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for Detailed Project Report and Defence clearance have already been obtained. The Company is in the process of obtaining necessary clearance from Ministry of Environment and Forest. For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence Clearance. The company is in the process of obtaining CEA concurrence for Detailed Project Report and necessary clearance from Ministry of Environment and Forest. 3. Jaypee Powergrid Limited (JPL) Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, a Central Government Power Utility Undertaking, is setting up 213 Km long 400 Kv Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing Baspa-Jhakri double circuit line. LILO line is being used for evacuation of power generated from 1000 MW Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at Abdullapur and Line Reactors at power station switchyard have also been commissioned by JPL, the entire transmission line is expected to be completed by end of September, 2011 leading to complete commissioning of the Project. 4. Sangam Power Generation Co. Ltd. (SPGCL) SPGCL was incorporated by Uttar Pradesh Power Corporation Limited (UPPCL) for implementation of 3x660 MW Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. It was decided to put up three generation units of 660 MW each with a total capacity of 1980 MW in the first phase itself. SPGCL became subsidiary of JPVL w.e.f. 23rd July 2009. The survey works for the Row of water pipeline stands completed and necessary permission for laying pipelines has been requested to UPPCL. 5. Prayagraj Power Generation Co. Ltd. (PPGCL) PPGCL was incorporated by Uttar Pradesh Power Corporation Limited for implementation of 3*660 MW Thermal Power Project (with permission to construct two additional generation units of 660MW each) in Tehsil Bara of District Allahabad, Uttar Pradesh. PPGCL became subsidiary of JPVL w.e.f. 23rd July 2009. The construction of temporary base camp and Boundary Wall is nearing completion. Major Plant, Equipment and Machinery required for execution of civil work had reached the Project
The performance of the said Hydro Power Stations, their plant availability and the Energy Generation during the year under report was satisfactory. The Plant Availability and Energy Generation of each of the Plants for the Financial year from 1st April, 2010 to 31st March, 2011 were as under: Plant Plant Generation Availability (Million Units) (%) Net Saleable Energy 98.92% 1291.61 98.84% 1757.26
BASPA-II (300 MW) VISHNUPRAYAG (400 MW)
Besides the above, JPVL also has two Thermal Power Projects, which are under implementation, namely, 1. 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh. 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I of 500 MW is currently under implementation).
2.
1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT The work on 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily and all major statutory approvals, required at the current stage of the project, have been obtained. Total requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks. Unit-I of the project is scheduled for commissioning in April, 2013 and Unit-II is likely to be commissioned in October, 2013. 1250 MW JAYPEE BINA THERMAL POWER PLANT 1250 MW coal based Jaypee Bina Thermal Power Plant at
10
Site. Boiler Foundation for Unit-I is completed and for UnitII & III is in progress. Concrete work in TG building, bunker bay and coal mill is in progress. Excavation work for water reservoir, water channel, chimney etc. and road work is in progress. Phase-I (1980 MW) of the Project is planned for commissioning by 2014 and the Phase- II (1320MW) would be commissioned by 2016. 6. Jaypee Meghalaya Power Limited (JMPL) JMPL is implementing 270 MW Umngot HE Project in the Umngot river in the State of Meghalaya and 450 MW KynshiII Hydro-electric Power Project in the Kynshi River Basin of Meghalaya on BOOT (Build, Own,Operate and Transfer) basis. Jaiprakash Power Ventures Limited (JPVL), its holding company, had entered into Memorandum of Understandings with Government of Meghalaya for development and commissioning of Projects. In terms of the Memorandum of Understandings, the Projects are to be implemented through a Special Purpose Vehicle and accordingly JMPL was got incorporated by JPVL as its wholly owned subsidiary for this purpose. CEMENT BUSINESS 7. Bhilai Jaypee Cement Limited (BJCL) As informed in the last report to the shareholders, the Clinkerisation Unit of the split-located project of BJCL at Babupur, Satna was successfully commissioned in December 2009. After completion of the project activities of the Grinding Unit at Bhilai, on schedule, despatch of cement from this Unit has started from June 2010. 8. Bokaro Jaypee Cement Limited (BOJCL) Implementation of the 2.1 million tonnes per annum capacity Cement Plant at Bokaro in the State of Jharkhand has reached the final stages. After successful trial runs, the first cement mill has been commissioned.. 9. Gujarat Jaypee Cement & Infrastructure Limited (GJCIL) GJCIL was incorporated as a Joint Venture between Jaiprakash Associates Limited (JAL) and Gujarat Mineral Development Corporation Limited (GMDC), inter-alia, to implement a 2.4 Million tones per annum capacity cement plant in District Kutch, Gujarat. Approximately 484 hectares of land is required for setting up the cement plant. Pending approval and issue of the new Jantri for fixing the rates for valuation of Government land by the Government of Gujarat, the Government land is yet to be acquired by the Company. The matter is under active and close persuation with the State Government. Environment Impact Assessment on the identified land has, in the meanwhile, been made and clearance from State Wild Life Protection & Forest Deptt has also been received for the proposed cement plant. Further progress on this issue depends upon expeditious acquisition of Government land. 10. Jaypee Cement Corporation Limited (JCCL) In terms of the approval of the Shareholders accorded through Postal Ballots on February 19, 2011, the Company had acquired 100% stake in the equity capital of Jaypee Cement Corporation Limited (earlier known as Zawar Cement Private Limited), thereby making it a wholly owned subsidiary. The assets of the said company include area of 519.933 Hectares of freehold land (191.593 Ha together with buildings and structures thereon and the mining freehold land 328.34 Ha) at Bankur Village of Chittapur Taluka, Distt. Gulbarga, Karnataka. It is proposed to set up an integrated cement plant with a 3.0 Mn tpa cement grinding capacity alongwith 26 MW captive
power plant at estimated project cost of Rs.1400 Crores at Shahabad Distt., Gulbarga, Karnataka, which is proposed to be funded by Term Loans of Rs.910 Crores and Equity Share Capital of Rs.490 Crores. The project is scheduled to be commissioned by September 30, 2013. Orders for procurement of main Plant & Machinery have been placed. Financial closure is also likely to be achieved by September, 2011. EXPRESSWAYS AND RELATED BUSINESS 11. Jaypee Infratech Limited (JIL) The construction of Yamuna Expressway is progressing at a fast pace. While the Earth work, Culverts, Vehicular Underpasses and Minor Bridges are nearing completion, the Interchanges have been completed to the extent of 85%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) has also been completed to the extent of 80%. Though the Concession Agreement envisages the completion of the Expressway by April, 2013, the Project is expected to achieve commercial operations by March, 2012. JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway - one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. JIL is presently developing an aggregate of 3.49 million Square meters saleable area at Noida land parcel. 12. Jaypee Ganga Infrastructure Corporation Limited (JGICL) JGICL was incorporated on March 18, 2008 as a wholly owned subsidiary of your Company for implementation of the “Ganga Expressway Project” consisting of the prestigious 1047 km long 8-lane Access-Controlled Expressway connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga together with the development of 12,281 hectares of land parcels at eight different locations in Uttar Pradesh. The Ganga Expressway Project was awarded on Design, Build, Finance and Operate (DBFO) basis. After obtaining necessary approvals, the Concession Agreement was executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008. The Project of the Company is still in the development stage. Preparatory work for the Project was started and necessary steps were being taken to obtain requisite approvals including Environment Clearance, when the Hon’ble High Court of Allahabad vide its Order dated 29.05.2009, quashed the environment clearance earlier issued by State Environment Impact Assessment Authority (SEIAA) on 23.08.2007. In compliance to SEIAA direction dated 18th January, 2011, the EIA application was submitted to MOEF on 16th April, 2011. The process of acquisition of land for construction of the Expressway and development of Land Parcels will be initiated after the environment clearance is obtained. 13. Himalyan Expressway Limited (HEL) HEL was incorporated as a Special Purpose Vehicle (SPV) for implementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The Project consists of 17.39 Km of widening of existing two – lane carriageway to four – lane and 10.14 Km of new four - lane bypass. The work of the existing carriageway has been completed except some finishing work e.g. installation of signage’s, lighting, wearing coat on service road, road marking and load test on structures etc, whereas the work on Bypass is progressing fast and is expected to be completed by December 2011. 14. Jaypee Agra Vikas Ltd. (JAVL) JAVL is implementing Project for Development of Inner Ring Road at Agra under Integrated Urban Rejuvenation Plan on design, build, finance, operate and transfer (DBFOT) basis
ANNUAL REPORT 2010-11
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and other infrastructure facilities, which include: (a) 20.5 km starting NH-2 near Kuberpur Village and ending at NH-3 near village Rohta as a 6 lane road extendable to 8 lanes Upgradation of section of Fatehabad Road starting from junction point of the above road with Fatehabad road near Budhera Village upto Taj Mahal parking area including: • Construction of 4 lane elevated road plus 2 lane service roads on either side at grade for 2.5 km length Upgradation of existing Fatehabad road of 3 km length at grade to 4 lane facility along with 2 lane service road on either side to provide improved access to Taj Mahal.
(b)
the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company’s Head Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com. The Directors are of the opinion that the subsidiaries and Joint Ventures of your Company have bright future. OUTLOOK Keeping in view the performance and future prospects of the Company’s business, the expansions and diversifications being undertaken and the business of its subsidiaries, your Company is poised for sustained growth and the outlook is bright. DIRECTORATE During the period under report, Shri Jaiprakash Gaur resigned from the Board w.e.f. October 31, 2010, which was reluctantly accepted by the Board in its meeting held on October 31, 2010. The Board placed on record its deepest appreciation for Shri Jaiprakash Gaur, the Founder of the Jaypee Group & a visionary leader with humility and accomplishments, for his immense contribution in developing the Company and taking it to glorious height of all round excellence with potential for quantum leaps in future. On the request of the members of the Board, Shri Jaiprakash Gaur acceded to be a Permanent Invitee in the future meetings of the Board in his capacity as Founder Chairman of Jaypee Group. Further, Shri K P Rau, a nominee of IDBI Bank Limited ceased to be on the Board of the Company w.e.f. November 1, 2010 consequent upon the withdrawal of nomination by his nominating institution. The Board places on record its appreciation for the valuable contributions of Shri Rau during his tenure on the Board. During the period under report, Shri Rahul Kumar, CFO was coopted as a Director w.e.f. October 31, 2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur. Shri Rahul Kumar was, further, appointed as a Whole-time Director & CFO of the Company for a period of five years w.e.f. October 31, 2010. Since Shri Rahul Kumar holds office of Director till the ensuing Annual General Meeting and proposal for his appointment as Director has been received from a shareholder, the same has also been included in the Notice of the Annual General Meeting for your approval. Shri Viney Kumar was appointed as Nominee of IDBI Bank Limited w.e.f. November 1, 2010 in place of Shri K P Rau. Shri Manoj Gaur, Executive Chairman & CEO was re-appointed as such for a further period of five years w.e.f. April 1, 2011, with substantial powers of management. S/Shri Sunny Gaur, B K Goswami, S C Gupta, R K Singh and S D Nailwal, Directors would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General meeting for your approval. DEPOSITS Fixed deposits received from the shareholders and the public as on March 31, 2011 stood at Rs.1761,92,85,000. Deposits of Rs.7,76,70,000 due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2011, most of which were subsequently claimed/renewed. PARTICULARS OF EMPLOYEES A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.
•
In terms of the bid, the Project was to be implemented through a Special Purpose Vehicle. As such JAVL was incorporated by JAL as its wholly owned subsidiary. Concession Agreement has been signed between Agra Development Authority and JAVL and JAVL. SPORTS AND RELATED BUSINESS 15. Jaypee Sports International Limited (JPSIL) JPSIL has been allotted around 1100 Ha of land for development of Special Development Zone (SDZ) with sports as 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 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. The motor race track is nearing completion to host the First Indian Grand Prix scheduled to be held in end of October, 2011. The development of basic infrastructure for making of Cricket Stadium has already commenced and this would attain faster pace after October, 2011. The non-core activities planned are group housing, plots, multistory flats, commercial area, institutional, roads, open space and other social activities. The works on the Project are progressing satisfactorily. FERTILIZERS AND RELATED BUSINESS 16. Jaypee Fertilizers & Industries Limited (JFIL) In terms of the approval of the Company’s shareholders accorded on August 31, 2010 for investment in Fertilizer business, JFIL was incorporated as wholly owned subsidiary. JFIL has proposed to participate as a strategic investor in the Revival Scheme of a Fertilizer Plant which is presently under consideration before the Board of Industrial & Financial Reconstruction (BIFR). The hearing before BIFR is in advance stages and the decision is expected shortly. CONSOLIDATED FINANCIAL STATEMENTS The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards AS-21 “Consolidated Financial Statements” prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts. In terms of the general exemption granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs vide its General Circular No.2/2011 dated February 8, 2011, the Audited Balance Sheets as at March 31, 2011 of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information in aggregate for each subsidiary including subsidiaries of subsidiaries has been disclosed in the consolidated Balance Sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of
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PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended March 31, 2011 are annexed and form an integral part of this Report. NOTES ON ACCOUNTS The observations of Auditors and Notes on Accounts are selfexplanatory. AUDITORS Statutory Auditors: M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Secretarial Auditors : As a part of good Corporate Governance practices being followed by the Company, M/s Chandrasekaran Associates, Company Secretaries, were voluntarily appointed to conduct the Secretarial Audit for the financial year 2010-11 and their report forms part of the Annual Report. Cost Auditors: For the financial year 2010-11, the Board of Directors of the Company had appointed, after recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, as Cost Auditors for auditing the cost accounts in respect of the Cement products pertaining to various units of the Company. In terms of The Companies (Cost Audit Report) Rules, the cost audit report relating to thirteen Cement Plants of the Company, for the financial year ended March 31, 2010, had been filed with the Central Government. For the financial year 2011-12, the Board of Directors of the Company have re-appointed, on the recommendations of the Audit Committee, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts relating to the Cement/ Cement products manufactured by the Company. CORPORATE GOVERNANCE Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed. The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement. Further, the Company is implementing, in a phased manner, recommendations contained in the Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India, details of which are given under the head ‘Voluntary Guidelines on Corporate Governance” in the Corporate Governance Report forming part of this Report. EMPLOYEE RELATIONS Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited
annual accounts for the year ended March 31, 2011 : i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2011 and the profit of the Company for that period; that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the Directors had prepared the annual accounts on a going concern basis.
ii)
iii)
iv)
ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited, Export-Import Bank of India and Consortium of Banks and valued customers, for their valuable support and cooperation. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company. On behalf of the Board August 12, 2011 MANOJ GAUR Executive Chairman
ANNEXURE TO THE D IRECTORS’ R EPORT Information in pursuance to Sub-section 2A of Section 217 of the Companies Act, 1956 is given below: Name of Employees, Designation/ Nature of Duties, Gross Remuneration (Rs.), Qualification, Age (in years), total Experience (in years), Date of commencement of Employment, Previous Employment: A. Employed throughout the year and in receipt of remuneration aggregating Rs.60,00,000/- or more per annum Shri Manoj Gaur, Executive Chairman & CEO, Rs.22,905,252, B.E. (Civil Hons.), 47, 26, November 1,1985, Jaiprakash Industries Limited. Shri Sunil Kumar Sharma, Executive Vice-Chairman, Rs.21,505,661 B.Sc., 51, 33, January 1,1986, Jaiprakash Industries Limited. Shri Sunny Gaur, Managing Director (Cement), Rs.9,169,529, Graduate, 42,18, February 1, 1992, Jaiprakash Industries Limited. Shri Pankaj Gaur, Joint Managing Director (Construction), Rs.8,273,047, B.E (Instrumentation), 40, 18, March 12, 2004, Jaiprakash Industries Limited. Shri Ranvijay Singh, Whole Time Director, Rs.6,251,676, B.E (Civil), 45, 23, December, 14, 2007, Gujarat Anjan Cement Limited. Shri Rahul Kumar, Whole-time Director & C.F.O., Rs.7,572,747, F.C.A., 43, 18, November 1, 2006, Jaiprakash Enterprises Limited.
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ANNUAL REPORT 2010-11
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Shri Karlheinz Klaus, General Manager, Rs. 7,138,626, Diploma in Mech. Engg.,60, 29, January 15, 2010, Polysius, Germany. Shri Allan Henry Le Roux, General Manager (Tolling), Rs.7,674,966, N5 Digital Electronics, 49, 32, September 1, 2009, Soma – Isolux NH One Tollway Pvt. Ltd., Gurgaon. Shri Grant Raymond Jeffries, General Manager, Rs.6,642,097, M.B.A., 42, 23, March 2, 2010, Centra Grand Island Maldives. Employed for part of the year and in receipt of remuneration aggregating Rs. 5,00,000/- or more per month. NIL
Form A prescribed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Cement Business is appended. Energy Conservation Measures : AT JAYPEE REWA PLANT : CLINKER -UNIT –I I 04 nos 50 KVAR each capacitor installed in LC-1 to improve power factor from 0.86 to 0.91 High efficiency dust collector fans installed in Packer No.2,3 & 4; thereby saving in power by 30 KW total in three fans. Installation of SWAM blower for coal firing for energy saving. One blower is now run in place of earlier two blowers. Raw Mill cyclone discharge air slides replaced by direct chute arrangement thereby eliminating any stoppage and energy savings nearly 8 KWH by stopping 2 nos. air slide blowers. System is running satisfactorly. Coal Mill Fan used to trip after 30 min. of main drive stop. Interlock changed and now Fan trips after 10 min. of motor stop resulting in power saving. Raw Mill / Cement Mill & Coal Mill separator was running continuously, now tripping device has been incorporated resulting in energy saving. Beblec make Energy saver pannel has been installed to reduce lighting power consumption at CPP. Raw Grinding VRM Dam ring height optimised to reduce power consumption. To avoid running of DG Sets and use of GEB power, overhead lines have been installed and this is under commissioning. This will feed power from CPP to APP, Town ship, Auto workshop etc. Equipments performance yet to established. It is under study to optimize the optimal use of energy. Equipments performance yet to established. It is under study to optimize the optimal use of energy.
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9. B.
AT JAYPEE BELA PLANT : i ii iii
Notes: 1. Salary paid to Shri Rahul Kumar includes salary paid as C.F.O. amounting to Rs.49,61,850 including leave encashment of Rs.15,19,700. Valuation in respect of Employee Compensation Expense on shares allotted through Trust to employees as per Employee Stock Purchase Scheme, 2009 has not been considered as part of remuneration. Gross remuneration includes Salary, House Rent and other perks like Medical Reimbursement, Leave Travel Assistance, Furnishing Allowance, Company’s contribution towards Provident Fund etc. but excludes provision for Gratuity & Leave Encashment. Shri Manoj Gaur, Executive Chairman, is son of Shri Jaiprakash Gaur, Founder Chairman and brother of Shri Sunny Gaur, Managing Director (Cement). Executive Chairman, Executive Vice-Chairman and Wholetime Directors hold their respective offices for a period of five years from the date of their appointment/ re-appointment. The nature of employment of employees is regular and is governed as per service rules of the Company. The other terms & conditions of each of the above persons are as per the contract/ letter of appointment / resolution and rules of the Company.
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AT JAYPEE SIDHI CEMENT PLANT : i
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AT JAYPEE GUJARAT CEMENT PLANT -SEWAGRAM : i ii iii
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6. 7.
AT JAYPEE WANAKBORI CEMENT GRINDING PLANT : i
Information pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of the report of the Board of Directors for the year ended March 31, 2011 A. Conservation of Energy The Company is engaged in the business of Integrated Engineering Construction and operates at the locations of its clients and uses electric energy for implementation of various projects undertaken by it. Besides, the Company is also engaged in the business of manufacture and marketing of Cement and owns five star hotels at New Delhi, Mussoorie and Agra and a Golf Course with associated recreational and residential facilities at Greater Noida as part of its Real Estate Business. The Company ensures that all possible measures are taken to conserve energy including identification of potential areas of saving energy, installation of energy efficient equipment such as capacitor control panels to improve power factor and use of energy efficient lamps and compact florescent lamps, wherever possible. The energy conservation measures undertaken by the Company ensure savings in energy costs and thereby improving operational efficiency. There is no specific additional investments or proposed investments for reduction of consumption of energy since the primary investments decisions are always taken such that energy is spent to the minimum level. In particular, the Company has taken following measures for conservation of energy:
AT JAYPEE HIMACHAL CEMENT PLANT : BAGHA i
AT JAYPEE HIMACHAL CEMENT GRINDING & BLENDING BAGHERI: i ii iii Vvvfc Drive Installed For Screw Conveyor (L31Sc1 & Sc2)Coal Feeding To Fbc Saving Fuel & Power Consumtion. 360Kw Vvfd In Sks Seperator Of Roll Press Circuit Resulting Speed Control With Power Savings. 200Kw Vvfd In Lnvt Separator & 710 Kw Vvfd In Fly Ash Separator Circuit Resulting Speed Control With Reduction In Power Consumption Maintaining Optimum Quality Process Parameters. Cyclone discharge rotary air lock geared motor replaced from 2.2 kw to 1.1 kw. Cement silo disacharge bin aeration done through silo aeration root blower by stopping of 7.5 x 3 kw root blower. Aeration of 1 no. cyclone discharge air slide through reject air slide blower by stopping of 2.2 kw blower. Installation of blower instead of CA fan in HAG as a result power and fuel consumption reduced by approx 70%.
AT JAYPEE ROORKEE CEMENT GRINDING UNIT : i ii iii
AT JAYPEE CEMENT GRINDING UNIT, PANIPAT : i
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Fly ash silo aeration blowers air heaters interlocked with temperature (on at 45 oC & off at 65 oC). For power saving. vi Close circuiting of CM no. 1 :- Increase the mill output 42 tph to 72 tph. And decrease the power consumption 42 KWH/ T to 30 KWH/T. Installed the Bucket Elevator :- Increase the capacity of B/E 150 to 320 TPH At same drive 45 KW. Classifier Fan :- Installation of VFD drive for classifier fan in cement mill for power saving . HAG burner position modified to save diesel support from coal burning. It saved around 600 liter Diesel consumption per day. Consumption of dry fly ash in plant increased from 350 MT per day to 450 MT per day. It saved lot of coal consumption. K-5 Kiln :Installation of VFD for Reverse Air fan in RABH for power saving. K-5 Cooler : All Cooler fans except Fan no-1 &2 inlet louver damper have been removed for power saving. K-4 & K-5 Cooling Tower: Provided Interlock of Cooling tower fan operation with temperature for power saving. K-5 LS Transport: All bag filters were stopped for Power saving after installation of Dust suppression system. K-4 & K-5 : Optimisation of output voltage of distribution transformers to reduce power consumption. Research and Development Research & Development work in respect of new engineering techniques for achieving higher efficiencies is a continuous process in the Company. vi ii
arrangement. This will increase loading tonnage and reduce the fugitive emission to minimum. Upgradation of cooler ESP to meet the requirement of Pollution Control Board. TECHNOLOGY ABSORBED Soft starter installed for RA Fan resulting in energy conservation. VFD installed in Raw Mill feeding belt and stacker belt which will result in power saving and as well better quality control through CBA. TECHNOLOGY UNDER ABSORPTION. Total eight rotary airlocks are installed below cooler ESP hopper. Four of them can be removed by modifying the current position of rotary airlocks by which power can be reduced upto 50%. CF silo elevator is running continuously even after the Raw Mill stops. It can start and stop with surge bin level power can be saved by this modification. Installation of V/F system for Cement Mill Bag house to reduce the power consumption. Modification in the height of Raw Mill reject elevator can improve the Raw Mill output and reduce the power consumption. Dedusting bag filter for Kiln feed elevator (stand by) is running continuously it can be stopped by slight modification in dedusting line it result in power saving. During plant shut down K.S fan or C.S fan run continuously with RABH fan to provide suction inside the kiln. RABH fan can be stopped by opening fresh air dampers which results in power saving during shut down. TECHNOLOGY ABSORBED Polymer liners and Air Blasters are installed in Limestone, Clay and Laterite hoppers of both the plants SP-1 and SP-2 for better Raw material flow ability. Air Blasters are installed in Kiln Smoke Chamber, Kiln Inlet and Alkali Bypass chamber to reduce Jamming due to high Chlorides in SP-1 and SP-2. HAG is installed in SP-1 Raw Mill to supplement hot air for drying high moisture content in raw material. This has increased Raw Mill output . TECHNOLOGY UNDER ABSORPTION. VFD Planned for SP-2 PA fan for smooth startup and power saving. Drives of Under grate cooler drag chains being upgraded to reduce kiln down time in SP1. Hag is under installation in SP-2 Raw Mill to supplement hot air for drying high Moisture Content in raw material, resulting increase in output of Raw Mill. TECHNOLOGY ABSORBED Classifier Motor of both the mill is already controlled through VFD panels ( In the range 60% - 90%) as per process requirement . 4 Nos. LT Capacitor bank have been connected to PCCs comparising APFCs for improving the power factor of entire system. 5 Nos. HT Capacitor Banks of different ratings for Cement Mill Main Drive, Bag House Fan and Coal Mill Main Drive motor have been individually connected for improving power factor.
AT JAYPEE CHUNNAR CEMENT FACTORY : i
AT JAYPEE SIDHI PLANT : 1) i ii
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AT JAYPEE AYODHYA GRINDING UNIT TANDA : i ii 2) i
AT JAYPEE DALLA CEMENT FACTORY : i ii iii iv v B.
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Technology absorption, adaptation and innovation For efficient execution of contracts awarded to the Company, it imports various items of equipment in order to ensure use of contemporary technology. The Company has, inter-alia, taken the following steps towards technology absorption, adoption and innovation:
AT JAYPEE GUJRAT CEMENT PLANT -SEWAGRAM : 1) i
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AT JAYPEE REWA PLANT : TECHNOLOGY ALREADY ABSORBED i ii Coal Mill I/L duct has been replaced with new one to enhance the performance with betterment in insulation & leakages. Silo aeration Blower RPM reduced by 10% for reduction in power consumption. Raw Mill Main Tripple feed gate: Incorporation of heavy duty contactors in place of OEN relays for flap operation circuit to minimise failure rate . A new 200KVAR 6600 VOLT HT CAPACITOR BANK IS INSTALLED IN cm-2 separator fan to enhance power factor form 0.94 lagging to 0.96 . Upgradation of cooler water spray system for better cooling of clinker and improved ESP efficiency. Upgradation of Cement Mill-II ESP with bag filter to meet the requirement of Pollution Control Board. Installation of 600 KVAR LT Capacitor with controller for improvement in Power Factor. Upgradation of bag filter for fly ash silo to meet the requiremnet of Pollution Control Board. Modification of bulk loading system with weighing ii iii
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CLINKER -UNIT –II i
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TECHNOLOGY UNDER ABSORPTION. i ii iii iv v
AT JAYPEE WANAKBORI CEMENT GRINDING PLANT : 1) i
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ANNUAL REPORT 2010-11
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AT JAYPEE HIMANCHAL CEMENT PLANT : BAGHA 1) TECHNOLOGY ABSORBED i In coal mill main drive LRS is replaced by GRR to facilitate the operation of grinding table at lower rpm for PET COKE GRINDING. Ideal run interlock introduced at RAW MILL , LIME STONE CRUSHER & COAL MILL. Jet Air Blower (Stand By) to be operated through VVFD to regulate speed / reduce energy consumption. Equipment Proposed To Install. a) It is proposed to install KILN MAIN DRIVE’S spare DC MOTOR at Cooler ID Fan drive for energy conservation. Presently Cooler ID Fan is operating at minimum speed and 30 - 40 % damper opening. It is proposed to install VFD Drive at RABH 1 & 2 fan drive. Presently RABH Fans are operating at minimum speed of 475 rpm with GRR control.
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523 BF4-Insulation of bag filter casing with fan and all suction lines done, to avoid coating formation inside suction lines and bag filter hoppers.
AT JAYPEE CHUNNAR CEMENT UNIT : 1) TECHNOLOGY ABSORBED: i Installation of oil Circulation System:- Decrease the mill triping time so reduce power consumption & increase availability of cement mill.
ii 2)
TECHNOLOGY UNDER ABSORPTION. i ii 1)
AT JAYPEE CEMENT GRINDING UNIT TANDA : TECHNOLOGY ABSORBED i ii iii F.K. pump feeding pipe line bend modified in cement mill to feed dry fly ash to mill without any jamming in system. Silo top air slide aeration system modified to prevent jamming of silo elevator. Inlet chute of cement mill has been modified which reduced jamming of rotary air lock a lot there by increasing production.
b)
AT JAYPEE DALLA CEMENT UNIT: 1) TECHNOLOGY ABSORBED: i K-5 Coal Mill : Installation of fine coal transfer from K-5 to K-4 to reduce power consumption and increase availability. K-4 Roller Press: In-House modification of Roller press SKS discharge to Ball Mill by providing a Conveyor belt in place of Air slide as provided by OEM to stop the jamming and power saving.
AT JAYPEE HIMANCHAL CEMENT GRINDING & BLENDING BAGHERI: 1) TECHNOLOGY ABSORBED i Installation Of Air Receiver Tanks At Silo Top And Raw Material Receiving Dump Hopper Top For Maintaining Purge Air Pressure To Bag Filter Resulted Betterment In Controlling Pollution. Bag House Hopper Discharge Rotary Feeder (521Rf1 To Rf8) Capacity Regulated By Reduction In Filling Volume Avoiding Flushing Of Materials And Thereby Over Loading Of Conveyor System And Tripping Of Belt Bucket Elevator 591Be1. 561Bm1 Inlet Pipe Dia. Increased From 300 To 400 Mm Eliminating Frequent Jamming Of Material. K32Cm1 Blender O/L Air Slide Size Increased From 400 Mm To 500 Mm To Increase Blender O/P 280 Tph To 290 Tph Avoiding Elevator Over Loading And Boot Level .
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ii
TECHNOLOGY UNDER ABSORPTION: i ii iii Plant Lighting : To Optimise lighting circuit voltage by installing lighting energy savers. K-5 Kiln: Installation of SPRS for K-5 Preheater Fan & RABH Fan. K-5 Kiln: Reduce Pressure drop across the K-5 down comer duct by carrying out CFD study. The Form B prescribed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules,1988 is appended. D. Foreign Exchange Earnings and Outgo The activities related to exports are as under: 1. 2. 3. Export of cement Export income from hospitality business Export income from real estate business
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AT JAYPEE ROORKEE CEMENT GRINDING UNIT : 1) TECHNOLOGY ABSORBED i ii Reducing the false air entry in all process fans by sealing the joints, reducing the coating formation and vibrations. Pendulum flap was replaced with RAL in packing plant bag filters to avoid jamming and smooth operation of packing plant.
JAYPEE CEMENT GRINDING UNIT, PANIPAT : 1) TECHNOLOGY ABSORBED i 523 BF3, 512 BF6 - Double flap valve replacement by rotary air locks, to avoid sudden release of material and spillage on belt conveyor. 533 BC3,533 BC7 & 543 BC1 - Impact idlers replaced by impact pads, to reduce maintenance and spillage of material.
The Company is making continuous effort to explore and develop the existing as well as new export markets for its products. However, there is no specific export plan for the same. Particulars of Foreign Exchange earnings and outgo are given in Schedule ‘S’ – Notes to the Accounts under Note No. 28 (G & H)
ii
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FORM A
A: POWER & FUEL CONSUMPTION I ELECTRICITY (a) PURCHASED UNITS (KWH) TOTAL AMOUNT (Rs.) RATE PER UNIT (Rs.) (b) OWN GENERATION (i) THROUGH DIESEL GENERATION UNITS (KWH) UNITS PER LITRE OF-DIESEL & FURNANCE OIL (KWH) COST PER UNIT (Rs.) (ii) THROUGH THERMAL GENERATION UNITS (KWH) UNITS PER TON OF COAL (KWH) COST PER UNIT (Rs.) II. (a) COAL FOR KILN QUALITY GRADE SLACK/STEAM/ PET COKE A,B,C & D WHERE USED CALCINISING OF RAW MEAL QUANTITY USED (M.T.) TOTAL COST Rs. AVERAGE RATE PER M.T./Rs. II. (b) COAL FOR CPP QUALITY GRADE SLACK/STEAM ROM ,C D &F WHERE USED BOILER QUANTITY USED (M.T.) TOTAL COST Rs. AVERAGE RATE PER M.T./Rs. III FURNACE OIL IV OTHERS/INTERNAL GENERATION B: CONSUMPTION PER UNIT OF PRODUCTION PRODUCT UNIT ELECTRICITY (KWH) FURNACE OIL COAL PER M.T. OF CLINKER COAL QUALITY -AVERAGE ASH CONTENTS (%) AVERAGE UHV (Kcal/Kg) 26.47 5,041 28.21 4,795 CEMENT M.T. 88.58 N/A 0.138 CEMENT M.T. 90.66 N/A 0.145 1,378,076 3,516,890,738 2,552.03 N/A N/A BOILER 1,154,032 2,785,503,106 2,413.71 N/A N/A GRADE SLACK/STEAM ROM ,C D &F 1,592,017 8,162,569,481 5,127.19 GRADE SLACK/STEAM/ PET COKE A,B,C & D CALCINISING OF RAW MEAL 1,205,362 4,945,634,547 4,103.03 994,478,879 897.46 3.22 848,639,545 860.48 3.08 2.47 9.96 3.44 10.48 47,708,692 30,924,860 331,277,980 1,628,460,317 4.92 126,411,129 606,172,898 4.80 CURRENT YEAR 31.03.2011 PREVIOUS YEAR 31.03.2010
ANNUAL REPORT 2010-11
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FORM B
[See rule 2] Form for disclosure of particulars with respect to absorption Research and development (R & D) 1. 2. 3. 4. Specific areas in which R & D carried out by the Company. Benefits derived as a result of the above R & D. Future plan of action. Expenditure on R & D: (a) (b) (c) (d) Capital Recurring Total Total R & D expenditure as a percentage of total turnover. R & D is a part of continuous process in the Company.
Technology absorption, adaptation and innovation 1. 2. 3. Efforts, in brief, made towards technology absorption, adaptation and innovation. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: (a) (b) (c) (d) Technology imported. Year of import Has technology been fully observed? If not fully observed, areas where this has not taken place, reasons therefor and future plans of action NIL Information is part of FORM A
EMPLOYEE WISE DETAILS OF SHARES ALLOCATED / TRANSFERRED TO SENIOR MANAGERIAL PERSONNEL (DIRECTORS / SENIOR PRESIDENTS) BY JAYPEE GROUP ESPS, 2009 TRUST SL NAME NO. (S/Shri) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 BAL KRISHNA TAPARIA S C BHARGAVA S D NAILWAL M S SRIVASTAVA HARISH K. VAID R B SINGH VIJAY KUMAR JAIN G V BHAT R C VAISH R K NARANG SURESH CHANDRA J N GAUR R L GUPTA NARENDRA SINGH ARUN GUPTA D P GOYAL G P SINGH B M AGARWAL HAR PRASAD AMIT SHARMA DESIGNATION NAME OF THE COMPANY / SUBSIDIARY JAL JAL JAL JAL JAL JAL JAL JAL JHPL JHPL JHPL JHPL JHPL JHPL JKHCL JKHCL JKHCL JKHCL JIL MPJML NO. OF SHARES ALLOCATED / TRANSFERRED 12000 12000 12000 12000 12000 12000 12000 22000 12000 12000 12000 12000 12000 12000 12000 12000 12000 12000 12000 12000
DIRECTOR DIRECTOR DIRECTOR DIRECTOR SR.PRESIDENT (CORP) CFO (CEMENT) CTO (CEMENT) SR. PRESIDENT DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR
JAL JHPL JKHCL JIL MPJML
Jaiprakash Associates Limited Jaiprakash Hydro-Power Ltd. (now known as Jaiprakash Power Ventures Ltd.) Jaypee Karcham Hydro Corporation Ltd. Jaypee Infratech Ltd. Madhya Pradesh Jaypee Minerals Ltd.
18
SECRETARIAL AUDIT REPORT
The Board of Directors Jaiprakash Associates Limited Sector – 128, Noida - 201304, Uttar Pradesh We have examined the registers, records and documents of Jaiprakash Associates Limited (the Company) for the financial year ended 31st March 2011 in the light of the provisions contained in• • The Companies Act, 1956 and the Rules made thereunder. The Depositories Act, 1996 and the Rules made thereunder and the bye-laws of the Depositories who have been given the requisite Certificates of Registration under the Securities and Exchange Board of India Act, 1992 The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder. The Securities and Exchange Board of India Act, 1992 and the Rules, Guidelines and Regulations made thereunder including: ? ? ? The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1999 and The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines 1999 4. 5. 6. 7. 8. 9. Composition of the Board, appointment, retirement and resignation of directors. Remuneration of executive and independent directors. Service of notice and agenda of Board Meetings and Meetings of the committee of directors. Meeting of the Board and its committees. Holding Annual General Meeting and production of the various registers thereat. Recording the minutes of proceedings of board meetings, committee meetings and General Meetings.
10. Appointment and remuneration of Auditors. 11. Registration of transfer of shares held in physical mode. 12. Dematerialisation and rematerialisation of shares. 13. Execution of contracts, affixation of common seal, registered office and the name of the Company. 14. Requirement of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) regulations 1997. 15. Requirement of the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations) 1999 16. Requirements set out in the listing agreement with the aforementioned stock exchanges. We further report that(i) the directors of the Company have complied with the various requirements relating to making of disclosures, declarations in regard to their other directorships, memberships of committees of the board of companies of which they are directors, their shareholding and interest or concern in the contracts entered into by the Company in pursuing its normal business. For Chandrasekaran Associates Company Secretaries Dr. S Chandrasekaran Senior Partner FCS: 1644 CP : 715
• •
B.
•
The listing agreement with the National Stock Exchange and with the Bombay Stock Exchange
A. Based on our examination and verification of the records made available to us and according to the clarifications and explanations given to us by the Company, we report that the Company has, in our opinion, complied with the applicable provisions of the Companies Act, 1956 and the rules made thereunder and of the various Acts and the Rules, Regulations and Guidelines made thereunder, listing agreement as mentioned above and of the Memorandum and Articles of Association of the Company, with regard to: 1. Maintenance of various statutory and non-statutory registers and documents and making necessary changes therein as and when the occasion demands. Filing with the Registrar of Companies the Forms, returns and resolutions. Service of the requisite documents by the Company on its members, Registrar and Stock Exchanges.
2. 3.
New Delhi 12.08.2011
ANNUAL REPORT 2010-11
19
REPORT ON CORPORATE GOVERNANCE
In the fast changing business scenario, good Corporate Governance helps in achieving long term Corporate Goals of enhancing Stakeholders’ value. Corporate Governance focuses on commitment to values adhering to ethical business practices. This includes corporate structures, culture, policies and the manner in which the corporate entity deals with various stakeholders, with transparency being the key word. Accordingly, timely, adequate and accurate disclosure of information on the performance and ownership forms the cornerstone of Corporate Governance. 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE Any Corporate strategy needs to be dynamic, vibrant, responsive to the changing economic scenario and flexible enough to absorb environmental and fiscal fluctuations. It must harness the inherent strengths of available human resources and materials have the capacity to learn from success or failure and, more importantly, ensure growth with human face. This has always been the guiding philosophy in the Company and will continue to be so in future. The historic structural reforms initiated by the Government in early 90s have irrevocably transformed the Indian business environment landscape. Deregulation and decontrol, dismantling of trade barriers, partial convertibility and encouragement of foreign investment pose challenges to the industry but simultaneously have opened up new avenues for growth. The current scenario is both vibrant and optimistic. Response, or lack of it, can make or mar a company. The Company has accepted the challenges. Its strengths viz. involvement in the construction of river valley projects, engagement in the business of cement – an essential input for infrastructure sector which is on sharp focus today, its large equity base and Name & Designation of the Directors Category Position 2. its wealth of dedicated human resources are channellised to great advantage in entering new ventures in the core sector, thus paving the way for sustained growth and through it enhance the stakeholders’ value continually. The Company’s philosophy on Corporate Governance aims at attaining the highest level of transparency, accountability towards its stakeholders, including shareholders, employees, the Government and lenders and to maximize returns to shareholders through creation of wealth on sustainable basis. BOARD OF DIRECTORS The constitution of the Board aims at ensuring Directors commitment to participate in the affairs of the Company with understanding and competence to deal with current and emerging business issues. The Company’s policy does not prescribe any pre-determined or specific tenure for Directors (except Whole-time Directors who are appointed for a term of five years) as this has the inherent advantage of not losing valuable contribution from the Directors who, over the years, have developed insight into the Company and its affairs. The Board of Directors comprised 20 Directors as on March 31, 2011 out of which 10 were Independent Directors. As per Clause 49 of the Listing Agreement, in case of an Executive Chairman, at least half of the Board should comprise Independent Directors. Our Board, which is headed by Executive Chairman, has 10 Independent Directors. Details regarding the category of Directors, attendance of Directors at Board Meetings and the last Annual General Meeting (AGM), number of other Directorships and Committee positions held by them in Companies as on March 31, 2011, are given below:
Last Annual No. of Board Meetings No. of other Committee Positions Held General Meeting Attended against 6 Directorships* Attended meetings held during the year Chairman Member
Shri Jaiprakash Gaur Founder Chairman (upto 31.10.2010) Shri Manoj Gaur, Executive Chairman & CEO Shri Sunil K. Sharma, Executive Vice-Chairman Shri Sarat Kumar Jain, Vice Chairman Shri Sunny Gaur, MD – Cement Shri Pankaj Gaur, Jt. MD - Construction Shri K P Rau (IDBI Nominee) (upto 31.10.2010) Shri Viney Kumar (IDBI Nominee) (w.e.f. 1.11.2010) Shri A. K. Sahoo (LIC Nominee) Dr. B. Samal
Non-executive
Promoter
Yes
4
N.A
N.A.
N.A.
Executive Executive Non-executive Executive Executive Non- Executive
Promoter Promoter Promoter Promoter Promoter Independent
Yes Yes Yes No Yes Yes
6 6 4 0 1 5
13 12 3 11 5 N.A.
4 2 1 N.A.
1 3 N.A.
Non- Executive
Independent
N.A.
1
2
-
1
Non-executive Non- executive
Independent Independent
Yes Yes
6 5
11
3
1 3
20
Name & Designation of the Directors
Category
Position
Last Annual No. of Board Meetings No. of other Committee Positions Held General Meeting Attended against 6 Directorships* Attended meetings held during the year Yes No Yes Yes Yes Yes Yes Yes No Yes Yes N.A. 6 5 5 6 5 6 5 4 3 2 5 2 9 3 10 3 10 14 2 1 2 2 3 6 5 2 1 1 5 1 2 6 1 4 4 5 1 1 1
Shri R.N. Bhardwaj Shri B. K. Taparia Shri B. K. Goswami Shri S.C.Gupta Shri S. C. Bhargava Shri V.K. Chopra Dr. J N Gupta (w.e.f. 3.05.10) Shri M.S. Srivastava Shri R.K. Singh Shri Ranvijay Singh Shri S. D. Nailwal Shri Rahul Kumar (w.e.f. 31.10.2010) Notes: 1. 2. 3. 4. 5.
Non-executive Non-executive Non-executive Non-executive Non –executive Non- executive Non-executive Non- executive Executive Executive Executive Executive
Independent Independent Independent Independent Independent Independent Independent Professional Professional Promoter Professional Promoter
Shri Viney Kumar was appointed as Nominee of IDBI Bank Limited w.e.f. 1.11.2010 in place of Shri K.P.Rau whose nomination was withdrawn w.e.f. 31.10.2010. Shri Jaiprakash Gaur, Founder Chairman resigned from the office of Director of the Company w.e.f. 31.10.2010. Shri Rahul Kumar, CFO was appointed as Whole-time Director & CFO for a period of five years w.e.f. 31.10.2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur. *Directorships in other Companies have been considered in terms of the provisions of the Companies Act, 1956. Committee positions of only two Committees namely Audit Committee and Investors’/Shareholders’ Grievance Committee in only Indian Public Limited Companies whether listed or not, have been considered pursuant to Clause 49.
6. Number of shares and convertible instruments held by Non-executive Directors as on March 31, 2011 are tabulated below: Sl. No. Name of Non-executive Directors 1 2 3 4 5 6 7 8 9 10 11 12 Shri Sarat Kumar Jain Shri Viney Kumar (IDBI Ltd. Nominee) Shri A. K. Sahoo (LIC Nominee) Dr. B. Samal Shri R.N.Bhardwaj Shri B. K. Taparia Shri B. K. Goswami Shri S. C. Bhargava Shri S.C.Gupta Shri V.K Chopra Dr. J. N. Gupta Shri M.S. Srivastava 3. No. of Shares held 54,48,016 NIL NIL NIL NIL 18,000 NIL 21,000 NIL NIL NIL 1,03,540 CODE OF CONDUCT The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The code of Conduct has also been posted on the website of the Company. All Board Members and Senior Management personnel have, on March 31, 2011, affirmed compliance with the Code of Conduct. A declaration to this effect, duly signed by the CEO is annexed and forms part of this report. 4. AUDIT COMMITTEE As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Board’s oversight responsibilities, an Audit Committee has been constituted by the Board comprising four Directors, all being Non-executive & Independent Directors. The Chairman of the Audit Committee is an Independent Director. The Company Secretary acts as the Secretary to the Audit Committee. No. of convertible instruments held NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
NUMBER OF BOARD MEETINGS HELD AND DATES THEREOF: During the financial year 2010-11, six meetings of the Board of Directors were held as against the requirement of four meetings. The meetings were held on May 3, 2010, May 30, 2010, July 23, 2010, September 21, 2010, October 31, 2010 and January 28, 2011. The maximum time gap between two meetings was not more than four calendar months. INFORMATION PLACED BEFORE THE BOARD Information placed before the Board of Directors broadly covers the items specified in Clause 49 of the Listing Agreement and such other items which are necessary to facilitate meaningful and focused deliberations on issues concerning the Company and taking decision in an informed and efficient manner. Besides, the Directors on the Board have complete access to all information of the Company, as and when necessary.
ANNUAL REPORT 2010-11
21
The constitution of the Audit Committee also meets the requirements under Section 292A of the Companies Act, 1956 (The Act). The terms of reference and powers of the Audit Committee are according to those contained under Clause 49 of the Listing Agreement and the Act. The Audit Committee, inter-alia, reviews: • • • • • • • • Management Discussion and Analysis of financial conditions and results of operations. Quarterly and Annual Financial Results. Annual Budget and Variance Reports. Significant related party transactions. Internal Audit Reports/ Cost Audit Reports. Recommendation for appointment of Statutory and Cost Auditors. Appointment and remuneration of Internal Auditors. Review of Financial Statements/ investments in Subsidiary Company Four meetings of the Audit Committee were held during the year on May 30, 2010, July 23, 2010, October 31, 2010, and January 28, 2011. The constitution of the Committee and attendance at its meetings held during the year under report are as under: Name of Members Total Meetings held during the tenure of the Member 4 4 4 4 Meetings attended 4 4 4 3
Details of Remuneration paid to all the Directors for the year: a) Executive Directors / Whole-time Directors Details of remuneration paid for the year ended March 31, 2011 to Whole- time Directors are as follows: (Amount in Rs.)
Sl. Name No. 1 2 3 4 Shri Manoj Gaur Designation Tenure upto Salary Benefits Total 22,905,252 21,505,661 9,169,529 8,273,047
Executive Chairman 31.03.2016 & CEO 17.03.2014 30.12.2014 30.06.2014
13,125,000 9,780,252 12,000,000 9,505,661 5,175,000 3,994,529 4,455,000 3,818,047
Shri Sunil Kumar Executive ViceSharma Chairman Shri Sunny Gaur Shri Pankaj Gaur Managing DirectorCement Jt. Managing DirectorConstruction
5 6 7 8
Shri R.K. Singh
Whole-time Director 14.10.2012
2,760,000 2,312,131 3,240,000 3,011,676 3,240,000 2,730,165 3,480,000 4,092,747 Total
5,072,131 6,251,676 5,970,165 7,572,747 86,720,208
Shri Ranvijay Singh Whole-time Director 13.12.2012 Shri S. D. Nailwal * Whole- time Director 30.06.2014 Shri Rahul Kumar Whole –time Director & CFO 30.10.2015
Shri R.N. Bhardwaj, Chairman Shri A.K Sahoo Shri B.K. Taparia Shri B.K. Goswami
*Besides the remuneration, during the year 2010-11, Shri S D Nailwal, Whole-time Director also received 12,000 Shares (and bonus shares thereon) of the Company under the “Jaypee Employee Stock Purchase Scheme, 2009” at a price of Rs.60 per share. b) Non-executive Directors During the year under report, the Company has not paid any remuneration to Non-executive Directors except sitting fee @ Rs. 20,000/- per meeting for attending the meetings of the Board and its Committees held during the Financial Year. The criterion for payment of sitting fees to Non-executive Directors is based on the provisions of the Act. Details of sitting fees paid to Non-executive Directors during the financial year 2010-11 are as under: Name of the Directors Designation Shri Jaiprakash Gaur (upto 31.10.2010) Shri Sarat Kumar Jain Shri K P Rau (upto 31.10.2010) Shri Viney Kumar* (w.e.f.1.11.2010) Shri A.K. Sahoo* Dr. B. Samal Shri R.N. Bhardwaj Shri B.K. Taparia Shri B.K. Goswami Shri S.C. Gupta Shri S.C. Bhargava Shri V.K. Chopra Dr. J.N. Gupta Shri M.S. Srivastava Total sitting fee paid (Rs.) 80,000
The Chairman of the Audit Committee attends the Annual General Meeting to answer shareholders queries, if any. 5. REMUNERATION / SELECTION COMMITTEE The Remuneration Committee comprising of non-executive Independent Directors, constitution of which is a nonmandatory requirement, was constituted by the Board to recommend/review the Remuneration package of the Wholetime Directors. The Committee comprises three Independent Directors and also performs the role of Selection Committee, wherever required. Two meetings of Remuneration Committee were held during the year on October 31, 2010 and January 28, 2011. The constitution of the Committee and attendance at its meetings held during the year are as under: Name of Members Total Meetings held during the tenure of the Member 2 2 2 Meetings attended 2 1 2
Shri B. K. Taparia, Chairman Shri B. K. Goswami Shri S.C. Bhargava Notes: 1. 2.
Remuneration was paid to Whole-time Directors in the form of Salary and Perquisites. The remuneration of all Executive Directors/ WTDs consists only of fixed component. There is no variable component in their salary.
Founder Chairman, Director Vice Chairman 3,40,000 Nominee Director 1,00,000 (IDBI Bank Ltd.) Nominee Director 20,000 (IDBI Bank Ltd.) Nominee Director (LIC) 2,00,000 Director 1,00,000 Director 2,00,000 Director 2,20,000 Director 4,00,000 Director 1,20,000 Director 1,40,000 Director 1,20,000 Director 1,00,000 Director 80,000 Total 22,20,000 *The sitting fee for LIC Nominee was paid directly to LIC and the sitting fee for Shri Viney Kumar, IDBI Nominee was paid directly to IDBI Bank Ltd.
22
Besides the sitting fees, during the year 2010-11, the following Non- executive Directors also received Equity Shares of the Company under “Jaypee Employee Stock Purchase Scheme, 2009” (and Bonus shares thereon) at a price of Rs.60/- per share : Name of the Directors Designation No. of ESPS shares of Rs.2 each allocated 12,000 12,000 12,000 AND SHARE TRANSFER
DETAILS OF SPECIAL RESOLUTION(S) PASSED IN PREVIOUS THREE ANNUAL GENERAL MEETINGS. (A) Year 2008 No Special Resolution was passed in the Annual General Meeting held in 2008. (B) Year 2009 1. Resolution authorizing the Board of Directors to issue Equity Shares under the Employees Stock Purchase Scheme of the Company, to be known as “Jaypee Employee Stock Purchase Scheme, 2009” for offering and alloting Equity Shares upto 1,25,00,000 (One Crore Twenty Five Lacs) at a price of Rs.60/- per share, comprising of Rs.2/- towards share capital and balance Rs.58/- towards securities premium. Resolution under Section 372A of the Companies Act, 1956, authorizing the Board of Directors to make investment of surplus funds of the Company in any Mutual Fund Scheme(s), debt instrument(s) or debt based securities of any government, semi-government or listed company(ies) upto Rs.500 Crores (Rupees Five Hundred Crores) at any one time, in one or more tranches. Resolution under Section 372A of the Companies Act, 1956, authorizing the Board of Directors to make additional investment of upto Rs.200 Crores (Rupees Two Hundred Crores) in aggregate through equity/ debt/ providing of security/ guarantee in two subsidiaries of the Company viz. Bhilai Jaypee Cement Limited & Bokaro Jaypee Cement Limited.
Shri B.K. Taparia Shri S.C. Bhargava Shri M.S. Srivastava 6.
Director Director Director
INVESTORS’ GRIEVANCE COMMITTEE
The Investors’ Grievance and Share Transfer Committee comprises of Shri Sarat Kumar Jain as Chairman and Shri Sunil Kumar Sharma and Shri S.D. Nailwal as Members. This Committee approves transfer of shares and monitors redressal of shareholders’ grievances like non-transfer of shares, nonreceipt of balance sheet, non-receipt of declared dividends, etc. During the year, thirteen meetings of the Committee were held. During the year, the Company had received 1730 complaints from the shareholders, in addition to 2 complaints pending at the beginning of the year of which 1728 complaints were resolved/ addressed leaving a balance of 4 complaints pending at the end of the year which were resolved/ addressed shortly thereafter. 7. SUBSIDIARY COMPANIES The Company has no material non-listed subsidiary companies in terms of Explanation 1 to sub clause III of Clause 49 of the Listing agreement. The minutes of the Board Meetings of the subsidiary companies and statement of significant transactions and arrangements entered into by the subsidiaries are also placed at the Board Meetings of the Company. 8. RISK MANAGEMENT The Company manages risks as an integral part of its decision making process. The Audit Committee and the Board of Directors are regularly apprised regarding key risk assessment and risk mitigation mechanisms. 9. CEO/CFO CERTIFICATION In terms of the requirements of clause 49 (v) of the Listing Agreement, the Executive Chairman & CEO and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said clause. This certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors at their respective meetings held on August 12, 2011. 10. GENERAL BODY MEETINGS Location and time for last three Annual General Meetings were as under: Year 2008 2009 Venue Sector-128, Noida-201304, (U.P.) Date Time
2.
3.
(C) Year 2010 No Special Resolution was passed in the Annual General Meeting held in 2010. All the Resolutions were passed with requisite majority. DETAILS OF RESOLUTIONS PASSED LAST YEAR (I.E. DURING FINANCIAL YEAR 2010-2011) THROUGH POSTAL BALLOT, THE PERSONS WHO CONDUCTED THE POSTAL BALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN During the year ended March 31, 2011, the Company sought approval from its shareholders on two occasions for passing Special/ Ordinary resolutions through the process of Postal Ballot in accordance with the provisions of Section 192A of the Act read with the Companies (Passing of the Resolutions by Postal Ballot) Rules, 2001. The Board of Directors of the Company, at its meetings had appointed Scrutinizers and Alternate Scrutinizers for conducting Postal Ballot in fair and transparent manner. The Company, for the first time, offered e-voting facility as an alternate, for its individual Members (other than Corporates/FIs/ FIIs etc.) to enable them to cast their vote electronically instead of dispatching Postal Ballot starting with the Postal Ballot Notice dated November 15, 2010 in association with CDSL Ventures Limited, a wholly owned subsidiary of Central Depository Services (India) Limited. The physical Postal Ballot forms received were kept in boxes sealed by the Scrutinizers. In case of e-voting, the Scrutinizer kept a periodic watch on the e-voting results by logging on to the website of CDSL Ventures Limited i.e. www.evotingindia.com and the aggregate data of e-voting was compiled after the close of voting based on data received from CDSL Ventures Limited. The declared results of the Postal Ballot were announced through newspaper and were also displayed on the website of the Company, www.jalindia.com. Details of the same are given below:
27.08.2008 11.30 A.M.
Jaypee Institute of Information Technology 29.09.2009 11.00 A.M University, A-10, Sector – 62, NOIDA-201 307, U.P Jaypee Institute of Information Technology University, A-10, Sector – 62, NOIDA-201 307, U.P 21.09.2010 11.30 A.M.
2010
ANNUAL REPORT 2010-11
23
(A) Resolutions passed on August 31, 2010 (Notice dated May 30, 2010) S. Particulars No. 1 2 Date of Board Meeting Details / Dates May 30, 2010
S. Particulars No. 3
Details / Dates
Alternate Scrutinizer Shri Shiv Kumar Gupta, appointed by the Board M.Com., LL.B., F.C.S, of Directors at its Practising Company Secretary meeting Date of Notice seeking November 15,2010 Shareholders approval Date of completion of Dispatch of Notice Last Date of receipt of duly filled Postal Ballot Form` January 17, 2011 February 16, 2011
Scrutinizer appointed by Shri V. P. Kapoor, the Board of Directors at its F.C.S., A.I.C.W.A, L.L.B., meeting Practising Company Secretary Alternate Scrutinizer appointed by the Board of Directors at its meeting Date of Notice seeking Shareholders approval Date of completion of Dispatch of Notice Ms. Sunita Mathur F.C.S., Practising Company Secretary May 30,2010 July 31, 2010
4 5 6
3
4 5 6 7
7
Date of submission of February 18,2011 Scrutinizer’s report to the Chairman Date of declaration of Result February 19,2011
Last Date of receipt of duly August 30, 2010 filled Postal Ballot Form Date of submission of Scrutinizer’s report to the Chairman Date of declaration of Result August 31 , 2010
8
8
August 31 , 2010
Particulars of Resolutions Passed Special : 1 2 3 4 5 Providing security/ undertakings to lenders of Jaiprakash Power Ventures Limited (JPVL) Providing undertakings to lenders of JPSK Sports Pvt. Ltd., a subsidiary of the Company. Making Investment in fertilizer business. Investment of surplus funds of the Company Increase in remuneration of relative of a Director
Note: The Company for the first time gave facility for e-voting to its ‘Individual’ shareholders (other than Corporate/FI/FIIs, etc) through the website of CDSL Ventures Limited, namely, www.evotingindia. com. Out of 9065 shareholders who participated in Postal Ballot process, 548 ‘Individual’ shareholders exercised their right through e-voting. Particulars of Resolutions Passed Ordinary 1 2 Appointment and Remuneration of Shri Rahul Kumar as a Whole-time Director of the Company Creation of Mortgage/charge in favour of Debenture holders/Debenture Trustees to secure NCDs aggregating Rs. 500 crore each, issued to Life Insurance Corporation of India and Axis Bank Limited
Special 3 Investment in the Shares of Zawar Cement Private Limited
Voting Pattern Particulars Total Votes Total Valid Total Valid Votes Cast votes cast in favour of the Resolution Total Valid votes cast against the resolution 919,842 (0.07%) 1,120,949 (0.09%) 1,016,213 (0.08%) 5,943,346 (0.45%) 864,500 (0.07%)
Voting Pattern Particulars Total Votes Total Valid Total Valid Votes Cast votes cast in favour of the Resolution Total Valid votes cast against the resolution 217,027 (0.02%) 185,932 (0.01%) 241,669 (0.02%)
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5
2,124,634,633 1,312,600,630 1,311,680,788 (99.93%) 2,124,634,633 1,307,322,438 1,306,201,489 (99.91%) 2,124,634,633 1,312,434,700 1,311,418,487 (99.92%) 2,124,634,633 1,312,426,590 1,306,483,244 (99.55%) 2,124,634,633 1,312,481,469 1,311,616,969 (99.93%)
Resolution 1 Resolution 2 Resolution 3
2,126,433,182 1,378,638,385 1,378,421,358 (99.98%) 2,126,433,182 1,378,611,428 1,378,425,496 (99.99%) 2,126,433,182 1,378,590,103 1,378,348,434 (99.98%)
(B) Resolutions passed on February 19, 2011 (Notice dated November 15, 2010) S. Particulars No. 1 2 Date of Board Meeting Details / Dates October 31, 2010
After March 31, 2011 but before the date of this report, the Company sought one more approval from its shareholders for passing Special/ Ordinary resolutions through the process of Postal Ballot, the details of which are given below: (C) Resolutions passed on July 19, 2011 (Notice dated May 14, 2011) S. Particulars No. 1 2 Date of Board Meeting Details / Dates May 14, 2011
Scrutinizer appointed by Shri V. P. Kapoor, F.C.S., the Board of Directors at A.I.C.W.A., LL.B., its meeting Practising Company Secretary
Scrutinizer appointed by Ms. Sunita Mathur the Board of Directors at F.C.S., its meeting Practising Company Secretary
24
S. Particulars No. 3
Details / Dates
Particulars
Total Votes
Alternate Scrutinizer Shri K.K. Malhotra, appointed by the Board F.C.S, of Directors at its Practising Company Secretary meeting Date of Notice seeking May 14, 2011 Shareholders approval Date of completion of Dispatch of Notice June 16, 2011
Total Valid Total Valid Votes Cast votes cast in favour of the Resolution
Total Valid votes cast against the resolution 8,01,824 (0.06%)
Resolution 6 Resolution 7 Resolution 8
2,126,433,182 133,95,05,870 133,87,04,046 (99.94%)
4 5 6
2,126,433,182 133,72,80,703 109,64,00,642 24,08,80,061 (81.99%) (18.01%) 2,126,433,182 133,93,13,517 133,37,88,372 (99.59%) 55,25,145 (0.41%)
Last Date of receipt of July 16, 2011 duly filled Postal Ballot Form` Date of submission of July 18, 2011 Scrutinizer’s report to the Chairman Date of declaration of July 19, 2011 Result
11. DISCLOSURES a. There were no materially significant related party transactions i.e. transactions of the Company of material nature with its promoters, directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. The related party transactions are duly disclosed in the Notes to the Accounts. There was no case of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years. No treatment different from the Accounting Standards, prescribed by the Institute of Chartered Accountant of India, has been followed in the preparation of Financial Statements. The Company has not adopted any Whistle Blower Policy. However, the Company has not denied access of any personnel to approach the Management or the Audit Committee on any issue. The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement. The Company at present has adopted the nonmandatory requirement with regard to constitution of Remuneration Committee, which has been constituted to determine the remuneration package of the Wholetime Directors (including Executive Chairman / Executive Vice-Chairman). Other details about non-mandatory requirements are contained in paragraph 30 of this Report.
7
8
Note: For the aforesaid voting, the Company once again extended facility for e-voting to its ‘Individual’ shareholders (other than Corporate/FI/FIIs, etc) through the website of CDSL Ventures Limited, namely, www.evotingindia.com. Out of 7,500 shareholders who participated in Postal Ballot process, 535 ‘Individual’ shareholders exercised their right through e-voting. Particulars of Resolutions Passed : Special 1 2 3 4 5 6 Providing Security/ Undertakings to the lenders of Jaypee Karcham Hydro Corporation Limited (JKHCL). Providing Security/ Undertakings to the lenders of Jaiprakash Power Ventures Limited (JPVL). Diversification into Aviation Business. Appointment of Shri B.K Jain, Relative of a Director. Re-Appointment of Shri Manoj Gaur as Executive Chairman of the Company. Increase in Remuneration of Other Executive Directors of the Company.
b.
c.
d.
e. f.
Ordinary 7 8 Increase in Borrowing Powers of the Board. Creation of Mortgage/charge on the assets of the Company in favour of Lenders.
12. RECONCILIATION OF SHARE CAPITAL AUDIT A qualified Practicing Company Secretary carried out quarterly Reconciliation of Share Capital to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirmed that the total issued/paid-up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. In terms of the requirements of Clause 5A of the Listing Agreement, the Company has sent three reminders, to the shareholders whose shares were in physical form and were issued pursuant to the other public issues, at their addresses available with the Company. Necessary steps are being taken to credit the said unclaimed shares to a demat suspense account with one of the Depository Participants, to be opened for this purpose. The quarterly, half yearly and annual results were published in leading Newspapers which included Economic Times, Business Standard, Financial Express, Hindustan Times, Dainik Jagran and Swatantra Bharat. The same were sent to Stock Exchanges and were also displayed on the website
Voting Pattern : Particulars Total Votes Total Valid Total Valid Votes Cast votes cast in favour of the Resolution Total Valid votes cast against the resolution 3,90,894 (0.03%) 22,40,048 (0.17%) 514,58,612 (3.84%) 100,26,229 (0.75%) 1,73,435 (0.01%)
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5
2,126,433,182 133,95,71,902 133,91,81,008 (99.97%) 2,126,433,182 132,32,04,365 132,09,64,317 (99.83%) 2,126,433,182 133,93,33,465 128,78,74,853 (96.16%) 2,126,433,182 133,94,55,469 132,94,29,240 (99.25%) 2,126,433,182 133,94,04,275 133,92,30,840 (99.99%)
13. MEANS OF COMMUNICATION
ANNUAL REPORT 2010-11
25
of the Company, www.jalindia.com. Further, the results were also uploaded on Corporate Filing and Dissemination System (CFDS) website www.corpfiling.co.in through the Stock Exchanges. The Company also displays the Presentations made by the Company to Institutional Investors or to Analysts and the Official News Releases on its website. 14. MANAGEMENT DISCUSSION & ANALYSIS REPORT The Management Discussion and Analysis Report is attached to the Annual Report. 15. COMPLIANCE OFFICER The Board had designated Shri Harish K. Vaid, Sr. President (Corporate Affairs) & Company Secretary as the Compliance Officer. Address e-mail Phone Fax : : : : Sector – 128, Noida – 201304, U.P. [email protected] 91-120-4609000 91-120-4609363
19. LISTING ON STOCK EXCHANGES AND STOCK CODES The Equity shares of the Company are currently listed on the National Stock Exchange of India Limited (Code: JPASSOCIAT) and The Bombay Stock Exchange Limited (Code: 532532). The Company has paid annual listing fees due to NSE and BSE for the year 2010-2011. The FCCBs issued by the Company during the financial years 2005-06 (FCCB-II) and 2007-08 (FCCB-III) are listed on Singapore Stock Exchange. Further, Secured Redeemable Non Convertible Debentures issued by the Company, from time to time, on private placement basis, are listed on The Bombay Stock Exchange Limited.
20. MARKET PRICE DATA AND ITS PERFORMANCE IN COMPARISON TO IN DEX The high and low of the Share Price of the Company during each month in the last financial year at NSE and BSE were as under: Month Share Price at BSE High (Rs.) April,10 May,10 June,10 July,10 August,10 September,10 October,10 November,10 December,10 January,11 February,11 March,11 162.85 149.00 134.25 132.60 125.40 127.60 139.80 140.80 116.80 110.55 92.20 94.00 Low (Rs.) 143.50 109.70 117.00 117.90 108.10 107.65 118.80 99.00 98.20 82.75 70.25 78.00 Share Price at NSE High (Rs.) 162.90 147.25 134.50 132.50 125.70 127.70 139.05 140.85 116.90 110.70 92.30 94.20 Low (Rs.) 143.10 108.00 116.50 117.80 108.00 107.60 118.55 98.60 98.25 82.50 70.05 78.00
16. GENERAL SHAREHOLDER INFORMATION 14th Annual General Meeting The meeting shall be held as under: Day Date Time Venue : : : Tuesday September 27, 2011 Auditorium of Jaypee Institute of Information Technology University, A-10, Sector 62, NOIDA- 201 307, U.P.
: 11.30 A.M.
Designated Exclusive e-mail for investor services : For Shareholder related queries For Fixed Deposits related queries : [email protected] : [email protected]
17. FINANCIAL CALENDAR Details of announcement of Quarterly Financial Results during the year 2010-2011 are as under: Results For 1st Quarter ended 30-06-2010 For 2nd Quarter ended 30-09-2010 For 3rd Quarter ended 31-12-2010 For 4th Quarter ended 31-03-2011 Note : The Financial Results were reviewed by the Audit Committee and thereafter approved by the Board. Annual Audited Results for the year ended 31.03.2011 were announced on August 12, 2011. 18. DIVIDEND PAYMENT DATE For the year 2010-11, an Interim Dividend was declared and paid as under:
Dividend %age of Date of Record Dividend Declaration Date Date of Payment Total Tax on Dividend Dividend excluding (Rs. Tax (Rs. Crore) Crore) 85.06 Nil
Performance of Share Price of the Company in comparison to BSE Sensex is as under:
Announced on July 23, 2010 (unaudited) October 31, 2010 (unaudited) January 28, 2011 (unaudited) May 14, 2011 (unaudited)
Note : Average of high & low of BSE Sensex and average of High and Low of the Share Price of the Company’s Share during each month in the last financial year at BSE has been considered. 21. REGISTRAR AND TRANSFER AGENT The details of Registrar & Transfer Agent appointed by the Company are as under: M/s Alankit Assignments Limited 2E/21, Jhandewalan Extn., New Delhi 110 055. Tel: 011-51540060-63, Fax: 011-51540064 e-mail: [email protected]
Interim Dividend
20%
28.01.11
09.01.11 21.02.2011
For Final Dividend recommended at Rs.0.40 per share of Rs.2/-(i.e. 20%), the Company has fixed September 21, 2011 to September 27, 2011 (both days inclusive) as the Book Closure dates and the Dividend shall be paid after Shareholders’ approval at the ensuing Annual General Meeting.
26
22. SHARE TRANSFER S YSTEM The Company’s shares which are in compulsory dematerialsed (demat) list are transferable through the depository system. Shares received in physical mode are processed by the Registrars and Transfer Agent, Alankit Assignments Limited and approved by the Investors’ Grievance and Share transfer Committee of the Company. The shares received for transfer are transferred expeditiously, provided the documents are complete and the relative shares are not under any dispute. The Share Certificates duly endorsed in favour of the Transferees are returned promptly to shareholders. Confirmations in respect of the requests for dematerialization of shares are expeditiously sent to the respective depositories i.e. NSDL and CDSL. 23. DISTRIBUTION OF SHAREHOLDING The Distribution of shareholding and shareholding pattern as on March 31, 2011, were as follows: SHAREHOLDING BY SIZE No. of shares held Shareholders Number As a percentage of Total 97.37 1.55 0.60 0.15 0.07 0.04 0.09 Shares Number As a percentage of Total 7.94 1.67 1.31 0.58 0.41 0.28 0.94 86.87 100.00
25. UNCLAIMED DIVIDENDS 1. Jaiprakash Associates Limited Dividend History & transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF):
Sl Financial No. Year Interim/ Final Date of Rate of Declaration Dividend Dividend Dividend Due Date of Amount Distribution Transfer to Excluding Tax (Rs. Cr.) IEPF Tax (Rs. Cr.) 11.07 7.30 26.43 26.43 31.71 10.71 34.06 23.97 43.73 35.13 32.88 34.85 46.95 35.51 35.51 56.08 75.71 13.43 85.06 85.06 N.A. 0.63 3.38 3.45 4.44 1.50 4.77 3.36 6.13 5.97 5.58 5.92 Nil Nil 6.03 9.53 12.87 19.07 NIL 13.80 02.03.2009 (transferred) 28.10.2009 (transferred) 06.11.2010 (transferred) 30.10.2011 31.05.2012 28.10.2012 03.04.2013 27.11.2013 11.02.2014 30.09.2014 14.08.2014 12.02.2015 27.09.2015 21.11.2015 28.05.2016 30.10.2016 21.11.2016 22.10.2017 28.02.2018
1 2001-02 --do-2 2002-03 3 2003-04 4 2004-05 --do-5 2005-06 --do-6 2006-07 --do-7 2007-08 --do---do-8. 2008-09 --do---do-9. 2009-10 --do-10. 2010-11 --do--
Interim Final Final Final Interim Final Interim Final Interim Final 1st Interim 2nd Interim Final 1st Interim 2nd Interim Final Interim Final Interim Final (Recommended)
30.01.2002 27.09.2002 06.10.2003 29.09.2004 30.04.2005 27.09.2005 03.03.2006 27.10.2006 11.01.2007 30.08.2007 14.07.2007 12.01.2008 27.08.2008 21.10.2008 27.04.2009 29.09.2009 21.10.2009 28.01.2011 *
7% 5% 15% 15% 18% 6% 18% 9% 20% 16% 15% 15% 20% 15% 15% 20% 27% 20% 20%
Upto 2500 2501 – 5,000 5,001 –10,000 10,001 – 15,000 15,001 – 20,000 20,001 – 25,000 25,001 - 50,000 50,001 and above TOTAL
638,768 10,168 3,927 986 491 262 560 874 656,036
168,872,208 35,469,586 27,811,367 12,273,720 8,659,135 5,875,690 20,010,419
21.09.2010 27%
0.13 1,847,461,057 100.00 2,126,433,182
SHAREHOLDING BY CATEGORY Category of Shareholder Promoters Mutual Funds/UTI/FI/Banks/ Insurance Companies Private Bodies Corporate FIIs/NRIs/OCBs/Foreign Body Corporates Individuals Public Trusts/Clearing Members & in transit Total Percentage of holding 46.84% 10.77% 7.02% 21.80% 12.91% 0.66% 100.00% 2.
* Dividend shall be paid after shareholders’ approval at the ensuing Annual General Meeting. Pursuant to Section 205C of the Companies Act, 1956, the Company transferred unclaimed final dividend amounting Rs.54,19,774 relating to the Financial Year 2002-03 and unclaimed fixed deposits amounting to Rs.15,075 to the Investor Education and Protection Fund of the Central Government during the financial year 2010-11. Erstwhile Jaypee Hotels Ltd. Dividend History & transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF) of erstwhile Jaypee Hotels Ltd.(JHL) which got merged with Jaiprakash Associates Ltd.(JAL) consequent upon the sanction of the Scheme of Amalgamation of JHL alongwith three other group companies (Transferor Companies) with JAL (Transferee Company) by the Hon’ble High Court of Judicature at Allahabad on May 15, 2009, effective from May 27, 2009 is as under :
Sl No. Financial Year Interim/ Final Date of Rate of Declaration Dividend Dividend Dividend Due Date of Amount Distribution Transfer to Excluding Tax (Rs. IEPF Tax (Rs.Cr.) Cr.) 5.55 0.72 07.04.2012
24. DEMATERIALISATION OF SHARES AND LIQUIDITY The shares of the Company are in compulsory demat segment and are available for trading in the depository systems of both NSDL and CDSL. As on March 31, 2011, 97.81% of the Share Capital of the Company had been dematerialized. The shares of the Company form part of BSE Sensex, BSE 500 and also part of NSE Nifty, CNX Infra, NSE Future & Options. The same are actively traded on both BSE and NSE.
1
2004-05
Interim 07.03.2005 (considered Final) Final Final Final 27.09.2006 27.09.2007 22.07.2008
10%
2 3 4
2005-06 2006-07 2007-08
18% 18% 18%
9.98 9.98 9.98
1.40 1.69 1.69
28.10.2013 28.10.2014 22.08.2015
ANNUAL REPORT 2010-11
27
26. OUTSTANDING GDRS/ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY FCCB(S) AND CONVERSION THEREOF The Company has so far issued three series of Foreign Currency Convertible Bonds – one each during the Financial Years 2004-05, 2005-06 and 2007-08. The first series of FCCB’s was fully redeemed on February 17, 2010. The details of three FCCBs issued by the Company as on March 31, 2011 are as under:
S. No. 1 2 3 4 5 PARTICULARS FCCB-I* FCCB-II FCCB-III (*extinguished on 17.2.2010) USD 100 Million Euro 165 Million USD 400 Million 16.02.2005 09.03.2006 11.09.2007 17.02.2010 09.03.2013 12.09.2012 (fully redeemed) 0.50% 0.50% Nil
SECTOR Hydro Power Hydro Power Hydro Power Expressway Expressway Expressway Construction Construction Construction
PROJECT NAME
STATE
Karcham Wangtoo Hydro Electric Project Himachal Pradesh of JKHCL 2700 MW Lower Siang & 500 MW Hirong Arunachal .Pradesh of JAPL 450 MW Kynshi–II & 270 MW Umngot of Meghalaya JPVL Yamuna Expressway Project (6-lane Uttar Pradesh 165Km) connecting Noida and Agra Zirakpur - Parwanoo Highway of NH-22 Punjab, Haryana & Himachal Pradesh
Aggregate Value Date of Issue Due on Applicable Interest Rate Pre-agreed Conversion price per share : (i) Latest Conversion Price per share of Rs.2 each (ii) Old Conversion Price before Bonus (till 18.12.09 - per share of Rs.2 each) (iii) Old Conversion Price before split (till Record Date i.e. 26.12.07 - per share of Rs.10 each) Pre-agreed Conversion Exchange Rate (fixed) FCCBs Converted till March 31, 2011 Percentage Converted Bought Back
Ganga Expressway Project of 1047 Kms Uttar Pradesh connecting Noida to Ballia Srisailam Left Bank Canal Tunnel Works Andhra Pradesh Civil works of Clinkerisation Unit at Satna Madhya Pradesh and and Grinding Unit at Bhilai Chattisgarh Sri Rama Sagar flood flow canal Andhra Pradesh Package-2 Project Polavaram Project right main canal Andhra Pradesh Package-4 Veligonda Feeder & Teegaleru Canal Andhra Pradesh Project Rajiv Sagar Left Irrigation Project Andhra Pradesh (Dummuguden) GNSS Main Canal Project Andhra Pradesh
Rs.31.5080 Rs.47.2620
Rs.74.5031 Rs.111.7546
Rs.165.1707 Rs.247.7560
Construction Construction
Rs.236.3100
Rs.558.7730
Rs.1,238.7800
Construction
Rs. 43.785 per USD USD 99.950 Million 99.950% --USD 0.500 Million -0.50% Nil Nil 93,523,098 Rs.53.599 per Euro Euro 163.294 Million 98.966% --Rs. 40.350 per USD USD 4.500 Million 1.125% USD 41.025 Million 10.256%
6 7
Construction (B) Cement
8
Percentage Bought Back 8A Redeemed -Percentage Redeemed 9 FCCBs Outstanding as on March 31, 2011 Percentage Outstanding 10 No. of Shares (of Rs.2 each) issued upon conversion till March 31, 2011 11 No. of Shares (of Rs.2 each) to be issued upon conversion of outstanding FCCBs, if opted by holders thereof
The Cement Plants and Cement Grinding Plants of the Company are located at various locations viz. Rewa, Bela, Sidhi, Babupur and Satna in Madhya Pradesh; Tanda, Sadwa Khurd, Dala, Chunar and Sikanderadad in Uttar Pradesh; Roorkee in Uttarakhand; Panipat in Haryana; Baga and Bagheri in Himachal Pradesh; Sewagram and Wanakbori in Gujrat; Bhilai in Chattisgarh, Bokaro in Jharkhand; and Jaggayyapeta in Andhra Pradesh. (C) Hospitality The Company’s 5 Star Hotels are located in Vasant Vihar, New Delhi, Rajendra Place, New Delhi, Agra (Uttar Pradesh), Greater Noida (Uttar Pradesh) and Mussoorie (Uttarakhand), besides a 18 holes Golf Course located at Greater Noida (Uttar Pradesh). The real estate projects being developed by the Company are located in Noida and Greater Noida, Uttar Pradesh. (E) Power The Company is running/ developing power plants through its subsidiaries as under: HYDRO POWER: S. Power Stn./Plants/ Projects No. Existing Power Stations (a) (b) (c) (a) Karcham Wangtoo Power Stn of JPVL Baspa-II of JPVL Vishnuprayag of JPVL Projects in pipeline Karcham Wangtoo Project of JPVL Capacity Location (in MW) 1200 500* 300 400 4,420 500* Himachal Pradesh Himachal Pradesh Himachal Pradesh Uttarakhand
-Euro 1.706 Million 1.034% 78,922,176
-USD 354.475 Million 88.619% 732,876
(D) Real Estate
-1,227,330 86,595,662
On April 9, 2011, FCCB-II aggregating Euro 1.451 Mn were redeemed on exercise of put option by the Bondholders. Thus, as on date, the outstanding amount of FCCB-II aggregates Euro 0.255 Mn. and that of FCCB-III aggregates US D 354.475 Mn. 27. PROJECT / PLANT LOCATIONS The Company (either directly or through its subsidiary/ JVs) is engaged in the business of Heavy Civil Engineering Construction, Expressways, Cement Manufacturing, Generation of Power, Real Estate and Hospitality. The Business of construction of Hydro-Power Projects is operated from various sites of the Clients. The operations of the Company are presently being carried out at the following main sites of its clients:
(A) Construction & Expressway
28
S. Power Stn./Plants/ Projects No. (b) (c) (d) (e) Lower Siang of JAPL Hirong of JAPL Kynshi–II of JPVL Umngot of JPVL Total of Hydro power
Capacity Location (in MW) 2700 500 450 270 5,620 Arunachal Pradesh Arunachal Pradesh Meghalaya Meghalaya
Exchanges. The Results are also reported to Stock Exchanges and published in National Newspapers in English and Hindi newspapers having wide circulation. (d) Audit Qualifications The Company believes and maintains its Accounts in a transparent manner and aims at receiving unqualified report from the Auditors on the financial statements of the Company. VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE The Ministry of Corporate Affairs (MCA) had issued voluntary guidelines on Corporate Governance in December, 2009 to serve as benchmark for the corporate sector and help them achieve highest standard of Corporate Governance. The Company has adopted some of the guidelines proposed by MCA, details of which are given below and endeavors to adopt the rest in a phased manner. A. Independent Directors • Independent Directors to have the option and freedom to meet Company Management periodically
*out of 1000 MW Capacity of Karcham Wangtoo Project, 500 MW has already been energized and remaining 500 MW is expected to be energized around Sept./ Oct., 2011. THERMAL POWER: Projects in pipeline (a) (b) (c) (d) Nigrie, Distt Singrauli of JPVL Bina of JPVL Karchhana of Sangam Power Generation Co. Ltd. Bara of Prayagraj Power Generation Company Ltd. Existing (a) (b) Plant of JAL Plant of JAL Total Power (Hydro + Thermal + Wind) existing as well as in pipeline Registered & Corporate Office Delhi Office For Shareholder related queries 7,850 1,320 1,250 1,980 3,300 Madhya Pradesh Madhya Pradesh Uttar Pradesh Uttar Pradesh
The Independent Directors of your Company have the option and freedom to interact with the Company management periodically as and when they deem necessary. B. Remuneration of Directors 1. Remuneration to Non-executive Directors • Your Company is paying to Non-Executive Directors sitting fee of Rs.20,000/- for attending each meeting of the Board and Committees thereof which is maximum amount that can be paid under the Companies Act, 1956.
WIND POWER: 49 40.25 8.75 13,519 Maharashtra Gujarat
2.
Remuneration Committee The Company has a Remuneration Committee of the Board comprising of 3 members, all being Non Executive Independent Directors. The Committee recommends/ reviews the Remuneration package of the Whole-time Directors.
28. ADDRESS FOR CORRESPONDENCE : Sector – 128, Noida – 201304, U. P. : ‘JA House’, 63, Basant Lok, Vasant Vihar, New Delhi 110057 : [email protected] 3.
Designated Exclusive e-mail for investor services : For Fixed Deposits related queries : [email protected] The Company avails ECS facility for distribution of Dividend in Metropolitan Cities in respect of those Shareholders who have opted for payment of Dividend through ECS. 30. NON-MANDATORY REQUIREMENTS (a) Remuneration Committee The Company has constituted a Remuneration Committee. Relevant details of the Remuneration Committee are provided in paragraph 5 of this Report. (b) Training of Board Members As regards training of Board members, the Directors on the Board are seasoned professionals having wide range of expertise in diverse fields. They keep themselves abreast with the latest developments in the field of Management, Technology and Business Environment through various symposiums, seminars, etc. (c) Shareholder’s Rights The Company uploads its Quarterly, Half – Yearly and Annual Results, shareholding information, statutory communication with stock exchanges, press releases and presentations on its web site – www.jalindia.com which is accessible to all. Besides, financial results are posted with Corporate Filing & Dissemination System (corpfiling) at www.corpfiling.co.in through the Stock
Audit Committee of Board Constitution • The Company has an Audit Committee comprising of four members all being Non-executive Independent Directors. The Chairman of the Audit Committee is an Independent Director. All the members of Audit Committee have knowledge of financial management, audit & accounts. Audit Committee is provided with back office support and other resources of the Company, as and when required, has access to information contained in the records of the Company and has the facility of having separate discussions with both internal and external auditors as well as management. Role and responsibilities of the Audit Committee, inter alia, include recommending appointment, re-appointment or removal of Statutory Auditors/ Cost Auditors/Internal Auditors and remuneration payable to them, review of Internal Audit Reports/ Cost Audit Reports, Quarterly and Annual Financial Results, Annual Budget and Variance Reports etc. Appointment of Auditors Audit Committee is the first point of reference regarding the appointment of auditors. Keeping in view the profile of the audit firm, qualifications
29. ELECTRONIC CLEARING SERVICE (ECS)
Enabling Powers •
Role and Responsibilities •
4.
Auditors •
ANNUAL REPORT 2010-11
29
and experience of audit partners, strengths and weaknesses, if any, recommends the appointment/ re-appointment of the Statutory Auditors of the Company and the remuneration payable to them. While discharging its duty, the Audit Committee examines and reviews the documentation and the certificate for proof of independence of the audit firm before recommending to the Board, with reasons, either the appointment/re-appointment or removal of the Statutory Auditor. • Need for clarity on information to be sought by Auditor There is sufficient clarity between the Company’s Management and the Auditor on the amount & nature of documents to be made available for audit purpose.
5.
6.
7.
Appointment of Internal Auditor In order to ensure the independence and credibility of the internal audit process, Awatar & Co., Chartered Accountants, an independent firm have been appointed as the Company’s Internal Auditor. Secretarial Audit As a part of good Corporate Governance practices being followed by the Company, M/s Chandrasekaran Associates, Company Secretaries, were voluntarily appointed to conduct the Secretarial Audit for the financial year 2010-11 and their report forms part of the Annual Report. Institution of mechanism for Whistle Blowing The Company has not adopted any formal whistle Blowing Policy. However, the Company has not denied access of any personnel to approach the Management or the Audit Committee on any issue.
DECLARATION BY THE EXECUTIVE CHAIRMAN & CEO UNDER CLAUSE 49 (1D) OF THE LISTING AGREEMENT I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management, as approved by the Board, for the financial year ended March 31, 2011. MANOJ GAUR Executive Chairman & CEO Jaiprakash Associates Limited Place : Noida Date : May 14, 2011
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE To The Members of Jaiprakash Associates Limited We have examined the compliance of conditions of Corporate Governance by Jaiprakash Associates Limited for the year ended on 31st March, 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. We state that no investor grievance is pending for a period exceeding one month with the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For M. P. SINGH & ASSOCIATES Chartered Accountants Firm Regn. No.002183C (CA M. P. SINGH) Partner M.No. 1454 Place : Noida Dated : August 12, 2011
30
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Forming part of the Report of Directors for the year ended March 31, 2011
ECONOMIC OVERVIEW According to the latest numbers made available by Central Statistical Office (CSO), India’s GDP at factor cost at constant prices registered an increase of 8.5 percent in the year 2010-11. This revised estimate of 8.5 percent growth for GDP in 2010-11 is only a shade below the advance estimates that had pegged GDP growth for 2010-11 at 8.6 percent. The GDP growth range for the year 2011-12 is expected to be 8 to 8.5 percent. The inputs and projections provided by various participating economists show that while the agriculture and allied activities sector is projected to grow by 3.7 percent this year, industry and services sector are poised to grow by 8 percent and 9.2 percent respectively. The key risks to growth in India in the current year are the negative impact of continuous tightening of monetary policy by RBI and a slowdown in global growth due to various reasons such as high international oil prices etc. INFRASTRUCTURE & CONSTRUCTION SECTOR IN INDIA The lack of infrastructure has been one of the major constraints on India’s growth potential and aspirations. Government’s focussed initiatives towards infrastructure creation with active participation Total of the private sector will hold key to growth of Indian Economy. For bridging the infrastructure deficit and for sustaining a higher growth rate, the Eleventh Five Year Plan envisages a total investment of Rs. 2,056,150 crore in infrastructure as against Rs. 887,794 crore realized during the Tenth Plan. This ambitious target cannot be met with public resources alone. The Eleventh Plan, therefore, projects that 30% of the required investment will be made through private sector participation; which translates to private sector investment of Rs. 619,591 crore as compared to Rs. 175,203 crore during the Tenth Plan. Planned Investment in Infrastructure (Rs. Crore) XIth Plan 2056150 887794 619591 175203 Private Xth Plan
XIth Five Year Plan: Targets for Infrastructure sector Power Additional power generation capacity of about 78,577 MW Reaching electricity to all un-electrified hamlets; providing access to all rural households National Highways Six-laning 6,500 kilometers of Golden Quadrilateral and selected National Highways Four-laning 6,736 kilometers on North-South and East-West Corridors Four-laning 20,000 kilometers of National Highways Widening 20,000 kilometers of National Highways to two lanes Developing 1,000 kilometers of Expressways Constructing 8,737 kilometers of roads, including 3,846 kilometers of National Highways in the North East Rural Roads Constructing 1,29,707 kilometers of new rural roads, and renewing and upgrading existing 1,77,726 kilometers covering 60,638 rural habitations Ports Capacity addition of 485 million MT in Major Ports, 345 million MT in Minor Ports Airport Modernisation and redevelopment of 4 metro and 35 non-metro airports Constructing 3 greenfield airports in North East Constructing 7 other greenfield airports Upgrading CNS/ATM facilities Railways Constructing Dedicated Freight Corridors between Mumbai-Delhi and Ludhiana-Kolkata 8,132 kilometers of new railway lines; gauge conversion of 7,148 kilometers Modernisation and redevelopment of 22 railway stations Irrigation Developing 16 million hectares through major, medium and minor irrigation works As a multi-disciplinary infrastructure player, Jaiprakash Associates Ltd.(JAL) is geared up to participate in the infrastructure development of the country. Its leadership as an EPC player, a Cement producer, a Power Producer, an Expressway developer, a premium township developer and a niche hospitality player is well established. With rapid capacity expansion across most of its business domains, it shall reap rich dividends from the forthcoming infrastructure boom and create substantial value for all its stakeholders. Review of Financial Performance Jaiprakash Associates Ltd. had crossed the Rs. 10,000 crore plus annual Turnover mark in financial year 2009-10. The key highlights of the financial performance for the year 2010-11 were : • Total revenues reached Rs.13,831 crore from Rs. 11,671 crore in the previous year; an increase of 18.5%. • EBIDTA was Rs. 3,242 crore against Rs. 2,891 crore in the previous year. • Net profit after extraordinary items is Rs.1167 crore against Rs.1708 crore in the previous year. • EPS after extraordinary items for year 2010-11 is Rs.5.49 against Rs.8.08 in the previous year. SEGMENT-WISE REVIEW OF OPERATIONS The Company’s business can be broadly classified in the following sectors : 1. 2. 3. 4. Engineering & Construction Manufacture & Marketing of Cement Energy (Power, Transmission, Oil & Gas) Expressways
ANNUAL REPORT 2010-11
31
5. 6. 1.
Real Estate and Hospitality Engineering & Construction Keeping in mind that the key to sustaining India’s growth rate lies in developing the country’s infrastructure, the Government is targeting huge investment over the next five years in the infrastructure sector. The Scheme aims to take up infrastructure projects under public-private partnership with minimal private investment.
generation, transmission and distribution of power. A slew of reform measures have been taken by authorities and regulators towards making it an attractive sector for private players. JAYPEE IN ENERGY Jaiprakash Power Ventures Limited (JPVL) (a subsidiary Company of JAL) is the largest private sector Hydro Power producer with 1200 MW of operational assets (300 MW Baspa, 400 Vishnuprayag, 500 MW Karcham Wangtoo), another 500 MW capacity of Karcham Wangtoo Project is scheduled for commissioning in calender year 2011 itself. In addition, another 4420 MW of Hydro Power Project is in various stages of development. Together with its portfolio of Thermal Power Projects, JPVL is poised to have a total generation capacity of 13,519 MW by financial year 2018- 19 and shall be the only Company in Private Sector having a mix of 65% portfolio from thermal power and 35% portfolio from hydro power. The group plans to execute significant proportion of its capacity expansion plans over the next few years. As per the current drawn out capacity addition plans, the Company shall add 12000 MW (approx) between Financial year 2010-11 and 2018-19. This shall be spread across thermal and hydro power segments, as well regulated and merchant power. 4. EXPRESSWAYS Connectivity is a key component of development, it is the pillar on which economy grows and development is witnessed. Roads formulate the path to the holistic development of the nation. Roads in India are the most preferred mode of transportation. Easy availability, adaptability to individual needs and cost savings are some of the factors working in favour of road transport. India has the world’s second largest road network, aggregating over 3.34 million kilometers (km) and carry about 65 per cent of freight and 85 per cent of passenger traffic, according to the National Highway Authority of India. Road transport also acts as a feeder service to railway, shipping and air traffic. In order to give impetus to the economic development of the country, the Government has embarked upon a massive National Highways Development Project (NHDP) in the country. As Indian Economy grew in the early part of this decade, challenges & opportunities across entire spectrum emerged and so was the case of large expressways with unique model of ribbon development along it, which modelled as developed tracks of New India. JAYPEE IN EXPRESSWAYS The Group entered into construction of expressways with the Yamuna Expressway project – a 165 kilometres access controlled 6 lane super expressway along the Yamuna river connecting Noida and Agra on Build – Own – Transfer basis. The project envisages ribbon development along the expressway at 5 locations aggregating 25 million square meters of land for residential/industrial/institutional purposes and has trigger multidimensional, socio-economic development in Western U.P. besides strengthening the Group’s presence in real estate segment in this decade. Jaypee Infratech Limited (JIL), a subsidiary of JAL is executing the Yamuna Expressway project. JIL has deployed the most advanced machinery and equipment including 10 units of concrete batching plants, 9 units of crushers with metal breaking capacity @ 300 tph and 6 integrated units comprising aggregate crushing & screening facilities distributed at intervals of 28 kilometres each along the expressway, the Company is also using 4 nos. of 16 meter wide Paver (Writgen) imported from Germany which are designed to pave all 3 lanes of one side of the expressway in one go and pavers of this size are being used for the first time in India. The group firmly believes that this project shall foster growth in the State of Uttar Pradesh and have a positive impact on the adjoining States. Though the Concession Agreement envisages the completion of the Expressway by April, 2013, the Project is expected to achieve commercial operations by March, 2012.
During the Eleventh Five year Plan (2007-2012), the Government aims to add power generation capacity of about 80,000 MW and provide electricity to all unelectrified hamlets and all rural households through the Rajiv Gandhi Grameen Vidyutikaran Yojna (RGGVY). Operational Performance During the year, the Engineering & Construction Division of the Company continued to perform well. While the Company was qualified for new Projects, new contracts were also awarded, as reported in the Directors’ Report.
2.
CEMENT Indian Cement Industry The Indian cement industry had witnessed an incredible growth journey in the past few years, led by the growth in the real estate, infrastructure and industrial construction. The domestic cement demand growth had surpassed the economic growth rate in the period FY 06-10. However, in FY11, cement demand growth took a slight breather. The cement industry has registered a drop in margins in FY 11 mainly due to input cost rise and lack of pricing power. As the economic growth now settles at a higher pedestal of 8 -8.5%, the cement demand is expected to sustain a good growth in demand. The key drivers of this strong demand shall be the continued expansion in infrastructure, real estate and industrial sectors. JAYPEE IN CEMENT The Company is the third largest cement producer in the country with 23.70 MTPA (Million Tonne Per Annum) installed capacity. It is continuing to add capacities to take its tally to 35 MTPA by the year 2012 and aims to touch 50 MTPA by 201213. In doing so, the Company will script the fastest expansion in cement sector by any company in India and position itself amongst the top cement manufacturers in Asia.
3.
ENERGY Power deficit in India has been a critical concern in the recent growth phase of Indian economy. Considering its potential contribution in the growth of our economy, Power sector itself possesses tremendous growth potential/ opportunities:
•
India requires an additional over 90,000 MW of new generation capacity in the next seven years; a total investment opportunity of about US$ 200 billion over a seven year horizon. - A corresponding investment is required in transmission and distribution networks. Large demand-supply gap: All India average energy shortfall of 7% and peak demand shortfall of 12%. Hydel power potential of 150,000 MW is untapped as assessed by the Government of India. Renovation, modernisation, up-rating and life extension of old thermal and hydro power plants required. Opportunities in Transmission network ventures – additional 60,000 circuit km of transmission network expected by 2012.
• • • •
XIth Plan aims to create additional power generation capacity of about 78,577 MW; and also to spread electricity to all unelectrified hamlets of the country and thereby provide access to all rural households. Like other core infrastructure sectors, Government of India and even various state governments are seeking active participation of the private sector across
32
5.
Himalyan Expressway Limited (HEL), a subsidiary of JAL, is implementing Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The project consists of 17.39 Km of widening of existing twolane carriageway to four-lane and 10.14 Km of new fourlane bypass. The Project is expected to be completed by December, 2011. Work on 1047 Km long 8-lane Access-Controlled Ganga Expressway Project connecting Greater Noida with GhazipurBallia along the left bank of river Ganga will commence after the environment clearance is obtained. Jaypee Agra Vikas Ltd., another subsidiary of the Company, has signed Concession Agreement for Development of Inner Ring Road at Agra. REAL ESTATE After one and a half years of gradual consolidation, real estate in India has fathomed its own comfortable ground, and is poised at the right threshold to take a giant leap in years to come. While a differential pace of strengthening is evident across sectors, geographies and segments, several property market indicators point to the fact that the industry has indeed bottomed out in the current cycle. The fears of a possible double dip recovery have given way to beliefs in the sustained healthy levels, if not a rapid growth. The shortage of affordable housing space is one of the biggest challenges towards ensuring equitable and inclusive economic growth. The right mix of government policies and easing of norms for land acquisition are the prerequisites to address the same. The year 2011-12 would usher a new decade of opportunities for Indian real estate, which will be a test of sorts for its stakeholders between these two fringes of the fulcrum. The group shall also benefit from the development of integrated towns and cities alongside the development of expressway. Further, the Group stands to get the rights for development of an estimated 30,000 acres of land along the Ganga Expressway, the total area under development is estimated at 1 billion square feet. OPERATIONAL PERFORMANCE Our real estate projects are conceptualised keeping in mind the concept of gated community with all modern amenities essential for the Indians looking to settle down in townships mirroring images of developed India. We believe the affordable pricing structure and wide range of available layouts of individual units at our existing developments, including 620 square feet for a one-bedroom unit up to 2,300 square feet for a four bedroom unit at Jaypee Greens Klassic, may also appeal to a broad demographic.
Financial year 2019-20. With India share being just 1.2% of total demand of global travel, the prospects for the industry remain promising as the growth of the Tourism Industry has shown positive signs. In view of the country’s rapid economic growth the hotel industry is expected to remain buoyant. JAYPEE IN HOSPITALITY The Hotels Division of the Company has 5 ‘five-star’ luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and soon new 45 rooms more shall be added to its inventory. Jaypee Greens Golf & Spa Resort, a prestigious presentation by Jaypee Hotels in the luxury segment, offers 170 state of art rooms and world renowned “Six Senses Spa” overlooking the Championship 18 hole Greg Norman Golf Course at Jaypee Greens, Greater Noida, U.P. It has emerged as a preferred choice of upmarket business travellers. The Company has India’s first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course. In recognition of our hospitality, the Golf Course at Jaypee Greens, Greater Noida has been conferred with the prestigious “BEST TOURISM FRIENDLY GOLF COURSE” award by the MINISTRY OF TOURISM, Govt. of India. In the close proximity to the Golf Course is Atlantis-The Club, an integrated sports complex that offers World Class sporting events & tournament facilities, rooms & conference facilities and Jaypee DelCourt, offering hospitality with a difference, offers 27 well appointed rooms and 36 service apartments making it a viable destination for corporate entrepreneurs, expats business and leisure stays. The Company’s Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).
OUTLOOK Jaiprakash Associates Ltd. has an established growth record as a leading infrastructure Company with decisive competitive advantages. We believe that the next decade in India belongs to infrastructure sector. While even the smallest constituents of infrastructure sector will immensely benefit from it, Jaiprakash Associates Ltd. shall not only benefit from the ensuing growth phase of Infrastructure but actually lead the Infrastructure development of India. Its future outlook appears bright for the following reasons: • • • It is “Right Placed” in the core infrastructure sectors of cement, power, roads, and realty It has “Right Blend” i.e. diverse business mix leading to derisked business model It is “Right Scaled” as it has leadership positions in almost all of its business domains and scaling up of capacities across all of them. Ready and rolling capacities will help it maximise from the growing demand It has the “Right Span” from northern to southern India, western to eastern through central India within its span of reach. It is based on the above facts that the Company’s outlook appears very positive and the Company shall continue growing at a rate higher than the economy and most of the industry sub-verticals it operates in. OPPORTUNITIES & THREATS 1. Engineering & Construction Industry: With the renewed thrust by the Government of India to add hydropower
Furthermore, because our developments are designed as integrated townships with a wide range of planned educational, recreational, commercial and retail facilities, we believe they will appeal to a diverse mix of potential residents. During the year, the group launched prestigious residential projects like The Castille Apartments, Jaypee Greens The Orchards, Jaypee Greens Krescent Homes, Jaypee Greens Pebble Beach Residences, Kingswood Oriental Villas and Aman II. It received encouraging response to these projects.
6.
HOSPITALITY Indian tourism industry is coming of age. The growth in economic activity is not only translating in increased Foreign Tourist arrivals but also in increased disposable earnings, which in turn is augmenting the domestic travel sector as well. Government of India’s focussed promotional campaign ‘Incredible India’, the recently held world level sporting events and ensuing Formula 1 race being organised in India for the first time in October 2011 by Jaypee Group and continued development of country’s infrastructure augur well for Indian tourism industry. ‘The World Travel and Tourism Report 2010’ has predicted robust recovery in Indian Tourism. The contribution from Travel & Tourism to Gross Domestic Product (GDP) is expected to grow to Rs. 5,438 billion by the
•
ANNUAL REPORT 2010-11
33
generation in India to meet growing power demand, it is expected that large number of new hydropower projects will be taken up by various Government undertakings. This will result in more opportunities for the Company which specializes in development of Hydro power and River Valley Projects. Similar Governmental continued thrust on other infrastructure projects including highways/ expressways, will bring lot of opportunities for India and your Company. Keeping in view the expertise of the Company, no threat is perceived in this area of operation. 2. Power Generation: The necessity for addition of power generation capacity of the country and the various incentives provided by the Government of India for private sector participation in development of power will be key to the development of Power projects on BOO basis by the Company. Hospitality & Real Estate: Growth in economic activity world over supplemented with Government of India’s focussed promotional campaign “Incredible India”, international level sporting events etc. are translating in increased foreign tourist arrivals. With the increasing economic activity in the country & the ensuing Formula 1 race being organised in India for the first time in October 2011 by Jaypee Group, are believed to facilitate growth in the Hospitality sector. The Government has introduced many progressive reforms to unlock the potential of the real estate sector and also meet increasing demand levels. The quality real estate development undertaken by the Company is selling well inspite of other players being in the market. This business as a whole is looking bright. Cement: Cement consumption and demand in India has been growing during the last few years. However, due to market conditions, the selling price had been under pressure during the year under review and for the present as well. To meet the challenge, the Company keeps taking steps to improve economy in operations on continuous basis. The pan India presence of the Company for manufacturing and marketing of Cement will give the Company inherent locational advantages and economies of scale. Mining: The Company has procured Captive Coal Blocks to meet the requirements of its business as per Government of India’s latest guidelines. This would not only meet its long term energy needs, but would also bring down the cost of production substantially. General: The Indian Economy is expected to grow at over 8% p.a. in the medium term. The growth is envisaged to be driven by investments in infrastructure including Roads, Ports, Power Sector etc. Besides, housing sector in the urban and semiurban areas is poised for growth. Increasing economic activity and population is expected to increase both, per capita and aggregate, cement and power consumption, besides housing & hospitality needs. These factors are expected to positively impact the prospects of demand for Company’s products. The Company has emerged as a Significant Infrastructure Company with diversification in Real Estate, Expressways and Hospitality business. Already on a higher trajectory in growth curve, the Company is poised to seize every opportunity to expand the existing line of business or enter into new related line of businesses. The Company is well equipped to handle threats of competition and challenges which might emanate from Cement Industry or the Company’s ongoing execution of Projects on Mountainous Regions and at difficult terrains. RISKS & CONCERNS With the fairly diversified nature of Jaypee’s business, the risks and concerns vary from one business to other. With Company’s span of businesses falling under core infrastructure domain, the continuing infrastructure development phase of India provides considerable cushion. The divisions cross leverage strengths to each other and help mitigate major risks at Company level. 1. Cement industry being highly energy intensive, any possible rise in energy cost might affect Company’s business adversely. The setting up of the captive power units in addition to the proactive steps towards reducing power consumption
helps the Company counter this threat effectively. It has commissioned captive thermal power plants. The cement industry is cyclical in nature and also witnesses seasonal reduction in consumption during monsoon season. With the consistent demand growth as witnessed in India, the Company has been ramping up its capacities. It carefully evaluates the regional mismatches and deploys capacities to minimise from the cyclical risks. 2. The Engineering & Construction Division of the Company provides performance guarantees in relation to certain of its projects and other activities. The Company provides the Performance Guarantee which depends on the Terms and Conditions as stipulated by the Clients and is up to 5% of the contract price and is in line with the general practice prevailing in the country for awards of contracts. 3. Cyclical and Political Condition affecting businesses : The Cement Industry is cyclical in nature and consumption level of cement reduces during monsoon seasons. However, the level of spending on housing sector is dependent on the growth of economy, which is predominantly dependent on agriculture since India is an Agricultural centric economy. Cement Industry has maintained a good Growth Rate during last few years. Engineering & Construction Growth in infrastructure sector is dependent on political stability. There has been continuous emphasis on development of Infrastructure and Housing by successive governments after reform process was initiated in nineties. 4. A significant proportion of the Company’s revenues (Engineering & Construction Division) comes from a limited number of customers. It relies heavily on Central and State Governments and public sector undertakings (subject to political influence). Contract Payment Risk In view of the fact that JAL typically takes up large size construction contracts of sizes over Rs.500 crores which requires large scale mobilization of man power, machinery and material, the timely receipt of payments from the client is critical. Generally, the contract terms involve payment of advance for mobilization while the balance amount is linked to the physical progress of the project. JAL restricts its interest to those projects, which have the budgetary outlay / sources of finances tied up (i.e. financial closure achieved), thus, minimizing the risk of delays in payment. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY The Company has an internal control system commensurate with its size and nature of business. The system focuses on optimum utilisation of resources and adequate protection of Company’s assets. It monitors and ensures efficient communication between the Projects and the Head Office; efficiently manages the information system and reviews the IT systems; ensures accurate & timely recording of transactions; stringently checks the compliance with prevalent statutes, listing agreement provisions, management policies & procedures in addition to securing adherence to applicable accounting standards and policies. The internal control system provides for adherence to approved procedures, policies, guidelines and authorization. In order to ensure that all checks and balances are in place and all the internal control systems and procedures are in order, regular and exhaustive internal audit is conducted by the qualified Chartered Accountants. Internal audit reports are reviewed by the Audit Committee on a quarterly basis. MATERIAL DEVELOPMENTS INDUSTRIAL RELATIONS IN HUMAN RESOURCES/
3.
4.
5.
5.
6.
The core of achieving business excellence lies in a committed, talented and focussed workforce. Under the exemplary leadership of its Founder Chairman, the Company has created a highly motivated pool of professionals and skilled workforce that share
34
a passion and vision of the Company. The resultant power of HR pool gets reflected in the phenomenal growth of the Company in the recent past. The Company adopts latest techniques in evaluating the potential and training needs of the employees at all levels. Designing of tailor-made training programmes that fill the knowledge/skill gap and imparting in-house training in addition to utilising external programmes are significant functions of HR Department of the Company. The Company’s Safety Policy comprises a statement of the Organization’s objectives regarding safety of Man and Equipment in operation at work sites. The Management’s endeavour is to establish Risk-Free and zero accident work environment. As at 31.03.2011, the Company had a total workforce of approx. 20,000 persons, including managers, staff and regular/casual workers. Industrial relations in the organization continued to be cordial and progressive. HEALTH AND SAFETY The Company places considerable emphasis on health and safety throughout its operation and displays commitment to ensure the high standards being maintained in compliance with applicable laws and regulations. Training programmes have been implemented for all its staff and employees, and the Company carried out regular safety audits in relation to its operations. The cement division of the Company has been awarded a number of national and state safety awards in India. ENVIRONMENTAL MATTERS As a diversified engineering, construction and manufacturing conglomerate, the Company is required to comply with various laws and regulations relating to the environment. Stack emission is a key environmental concern in cement manufacturing. The Company’s cement plants comply with current stack emission limits for air pollution. Its cement units take proactive environmental management actions like adopting a comprehensive fire fighting scheme, permanent bonding and grounding of equipments in order to reduce static electricity hazards; equipping electric installations with heat sensors and an automatic water spray system; fitting the coal mill gas circuits with explosion flaps to immediately relieve pressure for the protection of personnel and equipment etc. The Company consistently undertakes water conservation and rain water harvesting measures. In the areas adjacent to the limestone mines, the Company has created reservoirs with huge surface area and storage capacity. In Jaypeepuram, the Company has created three reservoirs. A garland canal system laid along the mines periphery area has also been created to collect run-off rainwater in these reservoirs and lakes. These reservoirs and lakes serve the water requirements of the Company’s cement plants and thermal power plants. Utilisation of water from these reservoirs and lakes avoids the need to extract sub-soil water and accordingly has led to an increase in the water level in the vicinity, serving to mitigate drought conditions in the vicinity which often occur in March/July each year. The Company utilises fly ash, which is a waste product, for the generation of thermal power. The Company is now able to utilise substantial amounts of fly ash in its production process including generated from Company’s captive thermal power plants. Regular environmental audits are conducted at the Company’s cement plants and stack/ambient emission monitoring is carried out on a regular basis. In relation to its hydro power projects, the Company undertakes environmental impact assessments (“EIA”) and prepares environmental management plans (“EMP”) for each project. This is carried out in conjunction with the National Environmental Engineering Research Institute (“NEERI”) set up by the Government. The Company also has an active plantation scheme, with
horticultural plans drawn up on a yearly basis for the forestation of reclaimed areas within the vicinity of the Company’s limestone mines. Over the reclaimed areas within our mining leases and in the plants, townships, along the roads, we have planted large number of trees, including teak trees. A unique water conservation measure adopted in the captive power plant is the adoptions of the air cooled condenser technology, which greatly reduces the water consumption in the cooling tower makeup. The Company believes that it complies in all material respects with all such statutes applicable to it and with the regulations hereunder. In particular, it has all the consents from the appropriate regulatory authorities necessary to carry on its business. There are currently no proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its directors, officers or employees in relation to such statutes or regulations. AIR POLLUTION The Company expects the environmental rules and regulations to become more stringent so as to reduce emission. The Company has already taken steps in this direction and most of these parameters have been achieved by the cement business. The cement business has undertaken major initiatives to reduce dust emissions including adoption of new technologies. CORPORATE SOCIAL RESPONSIBILITY To seek an inclusive and sustainable growth is intrinsically woven in the DNA of the Company. Community development is viewed as the principal pillar of sustainability and pursued as carefully as any other aspect of Company’s business. The Company extends basic facilities like its hospitals, drinking water etc. to villagers around its plants. It also undertakes the regular upkeep of public roads in the vicinity. Various schools and vocational training institutes of the group enrol children from the surrounding villages. It is considered to be a matter of privilege of the Organisation to improve the lives of the people that come in contact with the Organisation around its project sites/cement complexes while it endeavours in the task of nation building. A Comprehensive Rural Development Program (CRDP) was initiated in 1993 in villages surrounding the cement plant, at Madhya Pradesh. In Madhya Pradesh over 28 villages are benefitting from the activities of CRDP, and as we expand in other regions the CRDP plan is expanding its reach to cover a large number of villages. We believe, as a responsible corporate citizen it is our duty to ensure that the benefits of our growth are not just shared by the members of our organization but also the local environment in which we operate. We have set up a 24-bedded hospital at our ‘cement complex’, which benefits over one lac villagers. An equal number of villagers in areas around our various project locations benefit from free medical treatment, safe drinking water and huge water reservoirs, medical facilities and free animal care at various locations. Jaiprakash Sewa Sansthan (JSS) is not just improving lives of people but also making a better tomorrow. Also, with construction and renovation of our roads, village schools, healthcare facilities, irrigation, drainage system and religious structures. JSS is striving to build a satisfied and contented community- for a stronger nation. A desalination plant setup by the Company in the water starve district of Bhuj, in the State of Gujarat, at its cement plant is providing scarce water to over 100 villages which have struggled for this resource for generations. FORWARD LOOKING / CAUTIONARY STATEMENT Certain statements in the Management Discussion & Analysis Report detailing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. These statements being based on certain assumptions and expectation of future event, actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting domestic demand supply conditions, finish goods prices, changes in Government Regulations and Tax regime etc. The Company assumes no responsibility to publically amend, modify or revise any forward looking statements on the basis of subsequent developments, information or events.
ANNUAL REPORT 2010-11
35
AUDITORS’ REPORT
TO THE MEMBERS OF JAIPRAKASH ASSOCIATES LIMITED 1. We have audited the attached Balance Sheet of Jaiprakash Associates Limited as at 31st March 2011 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Jaiprakash Associates Limited management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the Financial Statements are prepared free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, are in agreement with the books of account; Place : Noida Dated : 12 August 2011 (d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; on the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2011 from being appointed as a director, in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956; in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: (i) (ii) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011; in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date; and
(e)
2.
(f)
3.
4.
(iii) in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date. For M.P. SINGH & ASSOCIATES Chartered Accountants Firm Regn No. 002183C (CA M.P. Singh) Partner M.No.1454
(b)
(c)
ANNEXURE TO THE AUDITORS’ REPORT
Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March 2011, of Jaiprakash Associates Limited. (i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract. A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification. Fixed assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern. (ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account. (b)
(c)
(b)
(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. (iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the
(c)
36
nature of its business, for the purchase of inventory and fixed assets and for the sale of goods /real estate, electrical energy, services & supplies under EPC contracts. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system. (v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.
(vii) In our opinion the Company has an internal audit system commensurate with the size & nature of its business. (viii) We have broadly reviewed the accounts and cost records maintained by the Cement & Power divisions of the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records. (ix) (a) As per records produced before us, the Company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it, with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable. (b) As per records produced before us the dues of Incometax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder: ` Lakhs
(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 58A, 58AA and any other provisions of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.
Name of Statute (Nature of dues) Central Excise
Period to which amount relates Commissionarate 1988-92 2000-02 2000-03 2000-04 2002-04 2003-06 2004-05 2005-06 2005-07 2006-07 2007-08 2007-09 2008-09 2006-10 2009-10 2005-10 2009-11 13.65 2.06 807.63 4.68 -
Forum where dispute is pending Appellate authoritiesHigh Tribunal Court 1.32 12.55 88.22 72.93 140.97 64.88 0.58 480.81 585.07 321.30 819.92 57.28 2.16 3.62 552.84 1,844.71 235.04 -
Supreme Court 92.49 480.15 810.29 711.14 584.78 289.77 612.94 -
Total
13.65 3.48 12.55 88.22 72.93 3.62 140.97 64.88 2.06 0.58 480.81 585.07 321.30 807.63 819.92 552.84 4.68 1,844.71 92.49 235.04 480.15 810.29 711.14 584.78 289.77 612.94 57.28
Electricity Duty & Cess 1991-02 2003-04 U.P. Trade Tax 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2007-08
ANNUAL REPORT 2010-11
37
` Lakhs Name of Statute (Nature of dues) U.P.Entry Tax 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2008-11 2010-11 M.P.Entry Tax 2000-01 2001-02 2004-05 2006-07 2007-08 2005-11 2008-11 Himachal Pradesh Entry Tax 2010-11 MPCT/CST 1999-00 2001-02 2004-05 2005-06 2006-07 2007-08 Royalty on limestone including interest Upto Dec 2008 Building and Other Construction Workers Welfare Cess 2008-11 Rural Infrastructure Tax Oct 05- Dec09 Tax on transportation of goods in Himachal Pradesh 2010-11 Service Tax 2008-09 Income Tax AY 2008-09 399.85 399.85 185.00 185.00 243.67 243.67 289.30 289.30 234.04 234.04 9,034.98 9,034.98 9.83 20.38 50.06 48.14 23.60 252.70 9.83 20.38 48.14 252.70 23.60 50.06 363.38 363.38 0.90 12.67 57.34 211.95 148.75 3,481.81 2.45 0.90 148.75 12.67 57.34 211.95 3,481.81 2.45 81.84 202.68 11.01 1,304.45 3,462.52 3,804.60 83.92 488.80 256.53 53.00 452.75 366.74 1,262.85 256.53 53.00 452.75 366.74 2,567.30 3,544.36 4,007.28 83.92 499.81 Period to which amount relates Commissionarate Forum where dispute is pending Appellate authoritiesHigh Tribunal Court Supreme Court Total
38
(x)
The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable. In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the Company. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.
(xi)
(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment. (xviii) According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. (xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end. A the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable. According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year. For M.P. SINGH & ASSOCIATES Chartered Accountants Firm Regn No. 002183C (CA M.P. Singh) Partner M.No.1454 Place : Noida Dated : 12 August 2011
(xii)
(xiii)
(xx)
(xiv)
(xxi)
(xv)
(xvi)
ANNUAL REPORT 2010-11
39
BALANCE SHEET
SCHEDULE SOURCES OF FUNDS SHAREHOLDERS FUNDS Share Capital Reserves and Surplus LOAN FUNDS Secured Loans Unsecured Loans DEFERRED TAX LIA BILITY TOTAL FUNDS EMPLOYED APPLICATION OF FUNDS FIXED ASSETS Gross Block Less: Depreciation Net Block Capital Work-in-Progress [Including Incidental Expenditure Pending Allocation] INVESTMENTS DEFERRED TAX ASSET CURRENT ASSETS, LOANS & ADVANCES Inventories Projects Under Development Sundry Debtors Cash and Bank Balances Other Current Assets Loans & Advances LESS: CURRENT LIABILITIES & PROVISIONS Current Liabilities Provisions NET CURRENT ASSETS MISCELLANEOUS EXPENDITURE TOTAL APPLICATION OF FUNDS Accounting Policies and Notes to the Accounts As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. S FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance] I H 509,101 55,564 564,665 750,568 3,232,543 520,143 65,146 585,289 724,610 2,736,551 G 166,645 161,686 281,063 246,253 2,620 456,966 1,315,233 155,363 135,605 228,503 387,918 3,038 399,472 1,309,899 F 635,268 1,830,956 648,375 2,644 389,164 1,451,032 557,626 3,283 E 1,479,641 283,953 1,195,688 1,284,714 222,846 1,061,868 C D 1,492,962 677,802 2,170,764 122,042 3,232,543 1,135,801 655,070 1,790,871 95,608 2,736,551 A B 42,529 897,208 939,737 42,493 807,579 850,072 As at 31.03.2011 ` Lakhs As at 31.03.2010 ` Lakhs
40
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED
SCHEDULE INCOME Cement Sales [Gross] Less:Excise Duty on Sales Construction Revenue Real Estate Revenue Hotel/Hospitality Revenue Power Revenue Asbestos Sheets Sales [Gross] Less:Excise Duty on Sales Other Revenue EXPENDITURE (Increase)/Decrease in Stocks & Work-in-Progress Manufacturing, Construction, Real Estate, Hotel/ Hospitality & Power Expenses Excise Duty on Stocks [Refer Schedule "S" Note No.24(b)] Personnel Selling & Distribution Expenses Other Expenses Interest Depreciation 541,833 56,627
2010-2011 ` Lakhs 394,307 (40,271) 557,561 65,113 15,199 8,746 8,799 (563) 158,287 8,310
2009-2010 ` Lakhs
J K
9,130 841
485,206 602,924 170,523 17,731 11,831 8,289 86,683 (16,256) 1,383,187
1,167,178
L
796,635 2,590 59,572 107,061 58,019 139,418 60,781
570,362 2,234 66,529 68,386 61,935 105,579 45,606
M N O P
Prior Period Adjustments Profit before Tax Provision for Tax Current Tax Deferred Tax Excess Provision for Income Tax in Earlier Years Reversed Profit after Tax Profit brought forward from Previous Year Profit Available for Appropriation Less: Transferred to Reserve for Redemption Premium on Foreign Currency Convertible Bonds Less: Transferred to Debenture Redemption Reserve Less: Transferred to General Reserve Less: Dividend Paid pertaining to Previous Year Add : Tax on Proposed Final Dividend Reversed Add : Final Dividend received by Jaiprakash Enterprises Limited [Transferor Company] Add : Final Dividend Transferred from Trusts Less: Interim Dividend Interim Dividend received by Trusts Tax on Interim Dividend Proposed Final Dividend Tax on Proposed Final Dividend Balance carried to Balance Sheet S Accounting Policies and Notes to the Accounts Earnings Per Share [EPS] [Face Value of ` 2/per share] [Refer Schedule "S" of Note No.32] Before Extraordinary Items Basic Earnings Per Share Diluted Earnings Per Share After Extraordinary Items Basic Earnings Per Share Diluted Earnings Per Share As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement]
1,207,820 175,367 84 175,451
928,941 238,237 (70) 238,167
33,009 27,073 (1,409)
58,673 116,778 264,503 381,281 15,354 50,711 11,700 11 -
43,969 23,362 -
67,331 170,836 187,968 358,804 11,732 38,354 24,000 1 396 240
8,506 (757) 8,506 1,380
1,022
17,635 286,892
7,571 (682) 1,287 11,473 1,906
705
21,555 264,503
5.49 5.27 5.49 5.27
9.09 8.63 8.08 7.68 MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman
FOR AND ON BEHALF OF THE BOARD
HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary
RAHUL KUMAR Director & C.F.O.
SHYAM DATT NAILwAL Director [Finance]
ANNUAL REPORT 2010-11
41
As at 31.03.2011 ` Lakhs SCHEDULE "A" SHARE CAPITAL Authorised 12,344,000,000 (12,344,000,000) 3,120,000 (3,120,000)
As at 31.03.2010 ` Lakhs
Equity Shares of ` 2/- each Preference Shares of ` 100/- each
246,880 3,120 250,000
246,880 3,120 250,000
Issued, Subscribed and Paid-up 2,126,433,182 (2,124,634,633) 860,865,055 (860,865,055) 20,219,850 (20,219,850) 173,178,150 (171,379,601) 124,378,825 (124,378,825) 10,000,000 (10,000,000) 218,010,985 (218,010,985) 12,500,000 (12,500,000) 707,280,317 (707,280,317) Equity Shares of ` 2/- each fully paid up comprising of Equity Shares allotted for consideration other than cash in terms of the Scheme of Amalgamation effective from 11.03.2004; Equity Shares allotted for cash under “Jaypee Employees Stock Purchase Scheme 2002”; Equity Shares allotted for cash on conversion of Foreign Currency Convertible Bonds; Equity Shares allotted in terms of Scheme of Amalgamation effective from 22.08.2006; Equity Shares allotted for cash to Promoters on Preferential Basis; Equity Shares allotted pursuant to Scheme of Amalgamation effective from 27.05.2009; Equity Shares allotted for cash under "Jaypee Employees Stock Purchase Scheme 2009” and Equity Shares allotted as Bonus Shares .
42,529 42,529
42,493 42,493
SCHEDULE "B" RESERVES AND SURPLUS General Reserve As per last Balance Sheet Add:Transfer from Profit & Loss Account Debenture Redemption Reserve As per last Balance Sheet Add :Transfer from Profit & Loss Account Revaluation Reserve As per last Balance Sheet Less:Revaluation Reserve on Lease-hold Land Reversed Less
epreciation adjusted on Revalued Assets Securities Premium Account As per last Balance Sheet Add : Shares Issued under Employees Stock Purchase Scheme, 2009 Add : On conversion of Foreign Currency Convertible Bonds into Shares Less: Premium Payable on Redemption of Debentures Less: Issue of Bonus Shares Reserve for Premium on Foreign Currency Convertible Bonds As per last Balance Sheet Add 
rovided for the year Capital Reserve As per last Balance Sheet Add : Gain on buy back of Foreign Currency Convertible Bonds Add :Addition during the year Capital Redemption Reserve As per last Balance Sheet Share Forfeited Account As per last Balance Sheet Surplus As per Profit & Loss Account
156,393 11,700 80,470 50,711 30,392 9,835 301 212,475 1,304 1,693 36,060 15,354 27,172 -
168,093 131,181
132,393 24,000 42,116 38,354 30,731 339 197,079 28,444 1,098 14,146 24,328 11,732 11,156 136 15,880
156,393
80,470
20,256
30,392
212,086 51,414
212,475
36,060
27,172 113 1 286,892 897,208
27,172 113 1 264,503 807,579
42
As at 31.03.2011 ` Lakhs SCHEDULE "C" SECURED LOANS A. Debentures [Refer Schedule "S" Note No.5(a)] B. Term Loans (i) From Financial Institutions (ii) From Banks 877,636 (a) In Rupees 21,706 (b) In Foreign Currency (iii) From Others C. working Capital Loans From Banks For Working Capital In Rupees D. Loan from State Government [Interest Free] E. Advances from Clients: From Government Departments, Public Sector Undertakings & Others Secured against Hypothecation of Construction Material and Plant & Machinery Interest Bearing SCHEDULE "D" UNSECURED LOANS A. Foreign Currency Convertible Bonds [Refer Schedule "S"- Note No.3] (i) FCCB-II [EURO] (ii) FCCB-III [USD] B. Foreign Currency Loans from Banks [ECB] (i) ECB [USD] (ii) ECB [GBP] (iii) ECB [CAD] C. Debentures: (i) 8,63,083 8% Non-convertible Debentures of ` 100/- each fully paid-up in cash [Fully Redeemed] [Previous Year ` 75/- per Debenture Redeemed] (ii) 20,000 8.25% Non-convertible Debentures of ` 1,00,000/- each fully paid-up in cash [Fully Redeemed] [Previous Year ` 30,000/- per Debenture Redeemed] [Repayable within one year - ` Nil (Previous Year ` 14216 Lakhs)] D. Short Term Loans: (i) From Financial Institutions (ii) From Banks [Repayable within one year - ` 37515 Lakhs (Previous Year ` 71875 Lakhs)] E. Sales Tax Deferment Loan F. Bills Discounting [Repayable within one year - ` 32725 Lakhs (Previous Year ` 19684 Lakhs)] G. Commercial Papers [Maximum amount outstanding during the year ` 150000 Lakhs (Previous Year ` 50000 Lakhs)] [Repayable within one year ` 100000 Lakhs (Previous Year ` 50000 Lakhs)] H. Fixed Deposit Scheme [Repayable within one year - ` 50588 Lakhs (Previous Year ` 52629 Lakhs)] I. Deposits [from Stockists & Sales Promoters]
As at 31.03.2010 ` Lakhs
517,500 8,344 25,110 684,872 73,243 16,545
302,000
899,342 28,400
936,086
799,770
20,814 17,956
21,307 12,118
606 1,492,962
606 1,135,801
1,092 160,010 105,362 22,348 23,085
161,102
2,578 161,570 124,379 22,566 23,310
164,148
150,795
170,255
-
216
-
-
14,000
14,216
37,515
37,515 2,012 32,725 100,000
20,000 61,875
81,875 186 19,684 50,000
176,193 17,460
140,483 14,223
ANNUAL REPORT 2010-11
43
SCHEDULE "E" FIXED ASSETS
Gross Block PARTICULARS As On 01.04.2010 Addition during the year Sale/Transfer/ Disposal/ Discard during the year As On 31.03.2011 Upto 31.03.2010 D E P R E C I AT I O N For The year Sale/ Adjustment Upto 31.03.2011 As on 31.03.2011
` Lakhs
N ET B L O C K As on 31.03.2010
01
02
03 04 05 06 07 08 09 10 11 12 13 14 15
4,800 4,800 22 22 2,033 1,635 398 1,284,714 211,072 16,145 1,479,641 Previous Year 861,922 428,591 5,799 1,284,714 Capital work-In-Progress [Including Incidental Expenditure Pending Allocation]
Land (a) Leasehold Land (b) Freehold Land Building (a) Office (b) Hotel Purely Temporary Erections Railway siding Plant & Machinery Captive Thermal Power Plant Wind Turbine Generators Golf Course Miscellaneous Fixed Assets (Hotel) Motor Vehicles Furniture & Office Equipment Ships:Boat Aeroplane / Helicopter Technical Books Intangible Assets - Deferred Revenue Expenditure - Fees Paid to Franchiser - Software
52,984 31,020 141,428 20,070 2,224 11,618 833,032 113,443 26,126 3,710 3,790 9,029 18,721 9 11,050 3
1,988 5,230 47,721 11,139 151 286 134,387 565 587 151 2,165 3,928 3 2,373 -
13,759 45 1,837 27 315 158 1 3
41,213 36,205 189,149 31,209 2,375 11,904 965,582 114,008 26,713 3,710 3,914 10,879 22,491 11 13,423 -
7,699 2,891 2,224 1,892 171,740 14,082 3,524 1,377 1,584 3,737 8,272 3 1,778 3 1,591 16 433 222,846 180,131
3,563 402 151 577 45,423 6,444 1,381 176 173 805 1,520 1 702 270 4 283 61,875 46,696
384 10 226 144 1 3 768 3,981
11,262 3,293 2,375 2,469 216,779 20,526 4,905 1,553 1,747 4,316 9,648 3 2,480 1,861 20 716 283,953 222,846
41,213 36,205 177,887 27,916 9,435 748,803 93,482 21,808 2,157 2,167 6,563 12,843 8 10,943 2,939 2 1,317 1,195,688 1,061,868 635,268
52,984 31,020 133,729 17,179 9,726 661,292 99,361 22,602 2,333 2,206 5,292 10,449 6 9,272 3,209 6 1,202 1,061,868 681,791 389,164
Note: (i) Depreciation for the year, includes ` 1093 Lakhs [Previous Year ` 1089 Lakhs] on assets used for Projects under implementation and shown in Schedule “R” Expenditure During Construction Period. (ii) (iii) Sale/Transfer/Disposal of Leasehold Land for the year include ` 2850 Lakhs transferrred to Projects Under Development as shown under Schedule “Q” and also includes ` 9835 Lakhs being reversal of Revaluation Reserve on the Land transferred to Project Under Development. Capital Work-in-progress of ` 635268 Lakhs is after transfer of ` 11335 Lakhs to Projects Under Development as shown under Schedule “Q” .
As at 31.03.2011 ` Lakhs SCHEDULE "F" INVESTMENTS (AT COST) (A) INVESTMENTS IN SUBSIDIARIES (a) IN EQUITY SHARES - Quoted, fully paid-up (i) 1,598,000,600 Equity Shares of Jaiprakash Power Ventures Limited (1,598,000,600) of ` 10/- each (ii) 1,155,000,000 Equity Shares of Jaypee Infratech Limited of ` 10/(1,215,000,000) each [Quoted on 18.05.2011] (b) IN EQUITY SHARES - Unquoted, fully paid-up (i) 925,000,000 Equity Shares of Jaypee Karcham Hydro Corporation (925,000,000) Limited of ` 10/- each (ii) 118,090,000 Equity Shares of Himalyan Expressway Limited (118,090,000) of ` 10/- each (iii) 271,350,000 Equity Shares of Jaypee Ganga Infrastructure Corporation (271,350,000) Limited of ` 10/- each (iv) 499,877,000 Equity Shares of Jaypee Sports International Limited (499,877,000) of ` 10/- each (v) 273,800,000 Equity Shares of Jaypee Agra Vikas Limited (50,000) of ` 10/- each (vi) 13,000,000 Equity Shares of Jaypee Cement Corporation Limited (-) of ` 10/- each (vii) 6,765,000 Equity Shares of Jaypee Fertilizers & Industries Limited (-) of ` 10/- each
As at 31.03.2010 ` Lakhs
84,276 115,500 199,776
84,276 121,500 205,776
92,500 11,809 27,135 49,988 27,380 22,264 677 231,753
92,500 11,809 27,135 49,988 5 181,437
44
SCHEDULE “F” (Continued) (B) INVESTMENT IN JOINT VENTURE SUBSIDIARIES IN EQUITY SHARES - Unquoted, fully paid-up (i) 149,450,400 Equity Shares of Bhilai Jaypee Cement Limited (149,450,400) of ` 10/- each (ii) 543,160 Equity Shares of Gujarat Jaypee Cement & Infrastructure (543,160) Limited of ` 10/- each (iii) 56,866,146 Equity Shares of Bokaro Jaypee Cement Limited (45,253,839) of ` 10/- each (C) INVESTMENT IN ASSOCIATE COMPANIES IN EQUITY SHARES - Unquoted, fully paid-up (i) 10,500,000 Equity Shares of Madhya Pradesh Jaypee Minerals Limited (10,500,000) of ` 10/- each (ii) 10,000 Equity Shares of Jaiprakash Kashmir Energy Limited (10,000) of ` 10/- each (iii) 736,620 Equity Shares of RPJ Minerals Private Limited (736,620) of ` 10/- each (iv) 23,575 Equity Shares of Sonebhadra Minerals Private Limited (23,575) of ` 10/- each (v) 50,000 Equity Shares of Indesign Enterprises Private Limited, Cyprus (50,000) Cyprus Pound 1/- each (vi) 490,000 Equity Shares of MP Jaypee Coal Fields Limited (490,000) of ` 10/- each (vii) 4,900,000 Equity Shares of MP Jaypee Coal Limited (4,900,000) of ` 10/- each (D) OTHER INVESTMENTS (a) IN EQUITY SHARES - Quoted, fully paid-up (i) 15,350 Equity shares of Capital Trust Limited (15,350) of ` 10/- each (ii) 100 Equity Shares of IFCI Limited of ` 10/(100) each (` 3,500/-) (iii) 721,600 Equity Shares of Indian Overseas Bank (721,600) of ` 10/- each (iv) 868,000 Equity Shares of Sumeru Industries Limited (868,000) of ` 10/- each (v) 20,000 Equity Shares of Saket Projects Limited (20,000) of ` 10/- each (vi) 165,900 1,65,900 Equity Shares of PNB Gilts Limited (165,900) of ` 10/- each (vii) 25,000 25,000 Equity Shares of Tourism Finance Corporation of (25,000) India Limited of ` 10/- each (b) IN EQUITY SHARES - Unquoted, fully paid-up (i) 5 Equity Shares of Makers Chamber VI Premises (5) Co-operative Society Limited, Bombay of ` 50/- each (` 250/-) (ii) 5 Equity Shares of Sanukt Members Association (5) of ` 100/- each [` 500/-] (iii) 2,035,000 Equity Shares of Jaypee DSC Ventures Limited (2,035,000) of ` 10/- each (iv) 840,000 Equity Shares of UP Asbestos Limited (840,000) of ` 10/- each [` 1/-]
As at 31.03.2011 ` Lakhs
As at 31.03.2010 ` Lakhs
36,150 54 8,687 44,891
32,307 54 7,525 39,886
1,050 1 1,212 633
1,050 1 1,212 633
72 49 490 3,507
72 49 490 3,507
2 72 5 2 50 5 136
2 72 5 2 50 5 136
204 204
204 204
ANNUAL REPORT 2010-11
45
SCHEDULE “F” (Continued) (E) BULLION Gold [27 Kgs] (F) INTEREST IN BENEFICIARY TRUSTS [Refer Note 2 below] (i) JHL Trust (ii) JCL Trust (iii) GACL Trust (iv) JEL Trust
As at 31.03.2011 ` Lakhs 260
As at 31.03.2010 ` Lakhs 260
4,603 33,105 19,606 3,085
60,399 21,408 22,108
4,603 33,105 19,606 3,085
60,399 5,520 35,415
(G) IN UNITS OF EXCHANGE TRADED FUNDS, Quoted [Refer Schedule "S" Note No.21(I)] (H) IN UNITS OF MUTUAL FUNDS, Unquoted [Refer Schedule "S" Note No.21(II)] (I) SHARE APPLICATION MONEY (i) Jaypee Ganga Infrastructure Corporation Limited [Subsidiary Company] (ii) Jaypee Agra Vikas Limited [Subsidiary Company] (iii) Jaypee Fertilizers and Industries Limited [Subsidiary Company] (iv) Jaypee Sports International Limited [Subsidiary Company] (v) Gujarat Jaypee Cement & Infrastructure Limited [Joint Venture Subsidiary] (vi) Bokaro Jaypee Cement Limited [Joint Venture Subsidiary] (vii) Madhya Pradesh Jaypee Minerals Limited [Associate Company] (viii) Jaiprakash Kashmir Energy Limited [Associate Company] (ix) RPJ Minerals Private Limited [Associate Company]
29,465 16,000 10 7,500 1,112 4,184 5,511 101 50 63,933 648,375
15,050 1,315 1,112 2,743 4,715 101 50 25,086 557,626
Note: 1. Aggregate cost of: Quoted Investments in Equity Shares [Market Value ` 1345129 Lakhs Previous Year ` 1080969 Lakhs) 199,912 84,407 Quoted Investments in Units of Exchange Traded Funds (Market Value ` 23405 Lakhs (Previous Year ` 5430 Lakhs)) 21,408 5,520 363,122 Unquoted 442,613 2. The Trusts are holding shares of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. 3. Except Investments in Units of Mutual Funds, Exchange Traded Funds, all investments are Non Trade, Long Term Investments. 4. Since the Market Rate of Saket Project Limited was not available in any of the Stock Exchanges, Market Value has been considered equivalent to Face Value. 5. Jaypee Karcham Hydro Corporation Limited merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010, shares in merged entity yet to be credited. SCHEDULE "G" CURRENT ASSETS, LOANS & ADVANCES A. CURRENT ASSETS 1. INVENTORIES (As per inventories taken, valued and certified by the Management) (a) Stores and Spare Parts (at cost) (b) Construction Materials (at cost) (c) Raw Materials - Cement Division (at cost) (d) Raw Materials - Asbestos Sheets (at cost) (e) Finished Goods - Cement Division (at estimated cost or net realisable value whichever is lower) (f) Finished Goods - Asbestos Sheets (at estimated cost or net realisable value whichever is lower) (g) Stock in Process-Cement Division (at estimated cost) (h) Stock in Process - Asbestos Sheets (at estimated cost) (i) Work-in-Progress-Construction Division (at estimated cost) (j) Food and Beverages [at cost] (k) Goods in Transit 2. PROJECTS UNDER DEVELOPMENT [at cost] [Refer Schedule "Q"] 3. SUNDRY DEBTORS (Unsecured, considered good) (a) Debts outstanding for a period exceeding six months: (i) From Overseas Works
56,984 41,079 2,293 699 18,455 656 23,640 321 21,169 195 1,154
61,252 40,533 2,390 897 13,280 669 9,757 361 23,918 139 2,167
166,645 161,686
155,363 135,605
10,163
10,163
46
SCHEDULE “G” (Continued) (10,163) Lessrovision for Writing of Iraq Claims (ii) From Others 142 (iii) Considered Doubtful (142) Lessrovision for Bad and Doubtful Debts (b) Other Debts 4. CASH AND BANK BALANCES (a) Cash,Cheques in hand and in transit (b) Balances with Scheduled Banks (i) In Current & Cash Credit Account (ii) In Fixed Deposits Account [Fixed Deposits of ` 2579 Lakhs (Previous Year ` 10947 Lakhs) pledged as Margin Money (including ` 984 Lakhs [Previous Year ` 2263 Lakhs] pledged as Margin against Performance Guarantees) with Banks & Others] (iii) Balance in Dividend Account (iv) Balance in Trust & Retention Account Current Account (c) Balance with Non-Scheduled (Foreign) Banks In Current Account 5. OTHER CURRENT ASSETS Interest accrued on Fixed Deposits & Others [From Banks ` 2603 Lakhs (Previous Year ` 2894 Lakhs)] B. LOANS AND ADVANCES (Unsecured, considered good) Advances to Suppliers,Contractors,Sub-Contractors & Others Staff Imprest and Advances Claims and Refunds Receivable Prepaid Expenses Deposits with Government Department, Public Bodies and Others (a) Government Department & Public Bodies (b) Others (i) Real Estate (ii) Others Works Contract Tax/Sales Tax Recoverable Advance Tax and Income Tax Deducted at Source GRAND TOTAL SCHEDULE "H" CURRENT LIABILITIES AND PROVISIONS A. CURRENT LIABILITIES Sundry Creditors (a) Due to Micro, Small and Medium Enterprise (b) Others Advances from Customers (a) Real Estate (b) Others Due to Staff Due to Directors Adjustable receipts against Contracts (against Bank Guarantees) (a) Interest Bearing (b) Non Interest Bearing (i) From Subsidiaries / Joint Venture Subsidiaries (ii) From Others Other Liabilities Interest accrued but not due on loans Investors Education & Protection Fund: [Appropriate amounts shall be transferred to Investor Education & Protection Fund, if and when due] Unclaimed Dividend 137,045 -
As at 31.03.2011 ` Lakhs
137,045 144,018 4,196
281,063
As at 31.03.2010 ` Lakhs (10,163) 32,217 148 (148) 196,286 228,503 3,310 70,537
107,596
133,061 1,138 141 241,936 121 246,253
312,914 867 29 261 387,918
2,620 858,267
3,038 910,427
121,466 893 61,558 7,578 32,622 148,870 13,903 25,249 120,001 10,004
124,779 574 48,074 5,430
195,395 12,445 57,631 456,966 1,315,233
155,254 6,170 59,191 399,472 1,309,899
189,668
189,668 103,811 9,855 8,222 39
129,709
129,709 124,380 7,711 7,030 40
21,257 108,477 4,269 112,746 134,003 35,154 27,211
14,203 172,356 4,712 191,271 39,723 19,412
1,138 509,101
867 520,143
ANNUAL REPORT 2010-11
47
SCHEDULE “H” (Continued) B. PROVISIONS For Taxation For Provident Fund For Leave Encashment For Premium on Redemption of Debentures For Proposed Final Dividend For Tax on Proposed Final Dividend GRAND TOTAL SCHEDULE "I" MISCELLANEOUS EXPENDITURE (TO THE EXTENT NOT wRITTEN OFF OR ADJUSTED) Preliminary Expenses Less: Written off during the year
As at 31.03.2011 ` Lakhs 39,176 740 4,069 1,693 8,506 1,380 55,564 564,665
As at 31.03.2010 ` Lakhs 47,731 638 3,398 11,473 1,906 65,146 585,289
SCHEDULE "J" OTHER REVENUE Dividends from Non Trade Investments [from Subsidiaries ` 8662 Lakhs (Previous Year ` 2333 Lakhs)] Dividends from Trade Investments [Mutual Funds] [Current Investments] Rent Machinery Rentals Profit on Sale of Equity Shares [Previous Year Equity Shares held through Beneficiary Trusts] Profit on Sale/Redemption of Preference Shares/Mutual Funds Foreign Currency Exchange Rate Difference Interest (including ` 11985 Lakhs [Previous Year ` 11746 Lakhs] from Banks & TDS ` 1235 Lakhs [Previous Year ` 1248 Lakhs]) Miscellaneous SCHEDULE "K" (INCREASE) / DECREASE IN STOCKS & wORK-IN-PROGRESS OPENING STOCKS Finished Goods Stock-in-process LESS:CLOSING STOCKS Finished Goods Stock-in-process wORK-IN-PROGRESS - Construction Division Opening Work-in-Progress Less:Closing Work-in-Progress
2010-11 ` Lakhs 8,690 1,489 103 607 51,316 180 131 12,233 11,934 86,683
386 386 2009-10 ` Lakhs 2,597 493 107 292 131,635 849 12,000 10,314 158,287
13,949 10,118 19,111 23,961
24,067 43,072 23,918 21,169 (19,005) 2,749 (16,256)
3,520 2,537 13,949 10,118 50,238 23,918
6,057 24,067 26,320 8,310
SCHEDULE "L" MANUFACTURING, CONSTRUCTION, REAL ESTATE, HOTEL / HOSPITALITY & POwER EXPENSES 63,307 Raw Materials Consumed - Cement Division 3,547 Raw Materials Consumed - Asbestos Sheets 394,930 Construction Expenses 6,267 Excise Duty on Clinkers 73,378 Real Estate Expenses 1,833 Consumption of Food and Beverages etc. 3,508 Hotel & Golf Course Operating Expenses 1,220 Hire Charges and Lease Rentals of Machinery 67,630 Power, Electricity and Water Charges 28,574 Repairs and Maintenance of Machinery 4,926 Repairs to Building and Camps 29,494 Stores and Spares Consumed 81,434 Coal Consumed 19,724 Packing Materials Consumed 47,626 Freight, Octroi & Transportation Charges 827,398 Less:Attributable to Self Consumption Less:Clinker Transferred for Trial Run 30,763 796,635
40,847 3,510 269,793 33,596 1,469 2,982 1,009 47,495 61,213 3,543 27,608 50,289 12,310 36,425 592,089 20,872 855 570,362
48
2010-11 ` Lakhs SCHEDULE "M" PERSONNEL Salaries, Wages & Bonus Gratuity Contribution to Provident & Other Funds Employees Compensation Expense [ESPS] - Extraordinary Item Staff Welfare SCHEDULE "N" SELLING & DISTRIBUTION EXPENSES Loading, Transportation & Other Charges Commission on Sales Sales Promotion SCHEDULE "O" OTHER EXPENSES Rent Rates & Taxes Insurance Travelling & Conveyance Bank Charges & Guarantee Commission Loss on Sale / Disposal / Discard / Write-off of Assets (Net) Financing Charges Foreign Currency Rate Difference Postage, Telephone & Telex Light Vehicles Running & Maintenance Legal & Professional Charity & Donation Security & Medical Service Provision for writing off Iraq Claims Sundry Balances Written-off Provision for Bad and Doubtful Debts Directors' Fees Amortisation of Land Premium Less:Transferred from Revaluation Reserve Miscellaneous Expenses Auditors' Remuneration: Audit Fees Tax Audit Fees To Partners in other capacity: For Taxation Matters [` 12,000/-] For Management Services Reimbursement of Expenses Preliminary, Share & Debenture Issue & Other carry forward expenses written off SCHEDULE "P" INTEREST Interest on Non-Convertible Debentures Interest on Term Loans Interest on Bank Borrowing and Others SCHEDULE "Q" PROJECTS UNDER DEVELOPMENT Opening Balance Expenses On Development during the year Transfer from Fixed Assets [Leasehold Land] Transfer from Capital Work-in-Progress Paid for Land
2009-10 ` Lakhs
52,878 858 2,655 3,181 59,572
40,542 379 2,340 21,194 2,074 66,529
75,560 19,935 11,566 107,061
45,899 10,907 11,580 68,386
1,478 9,703 4,425 4,181 4,491 179 6,412 992 1,342 6,273 5,043 6,126 4 22 342 300 50 6 1 8 42 7,241 393 338 44 6 1 6
828 7,479 3,406 3,146 3,542 98 5,698 299 990 1,028 3,880 4,485 4,799 10,163 409 12 26 55 11,150
65 58,019
57 385 61,935
30,893 74,647 33,878 139,418
22,175 66,862 16,542 105,579
135,605 2,850 11,335 26,499
72,607 51,318
ANNUAL REPORT 2010-11
49
SCHEDULE “Q” (Continued) Construction Expenses Technical Consultancy Power, Electricity and Water Charges Personnel Expenses Sales and Promotional Expenses Other Expenses Interest and Financing Charges Less:Cost of Infrastructure & Construction of Properties Developed and under Development Balance carried to SCHEDULE G - A-2 SCHEDULE "R" EXPENDITURE DURING CONSTRUCTION PERIOD Opening Balance Electricity, Power and Fuel Salary, Wages and Staff Welfare Site / Quarry Development & Survey Expenses Repair and Maintenance Legal and Professional Technical Consultancy Insurance Travelling and Conveyance LC Commission, Bank Charges and Bank Guarantee Commission Interest Financing Charges Foreign Exchange Fluctuations Safety and Security Freight and Material Handling Vehicle / Machinery Hire Charges / Lease Rent Light Vehicles Running and Maintenance Depreciation Advertisement / Business Promotion Expenses Miscellaneous Less: (i) Miscellaneous Receipt (ii) Interest Received [from Banks ` 3321 Lakhs (Previous Year ` 1077 Lakhs)] & [TDS ` 304 Lakhs ( Previous Year ` 99 Lakhs)] Less:Capitalised / Transferred During the year Carried over to Balance Sheet [included in Capital work-in-Progress]
2010-11 ` Lakhs 49,169 1,322 255 4,352 7,168 553 5,467 244,575 82,889 161,686
2009-10 ` Lakhs 36,255 1,201 136 4,113 704 449 7,548 174,331 38,726 135,605
71,084 2,350 18,065 1,019 2,407 300 536 411 895 1,862 60,757 1,513 9,259 2,650 2,814 2,254 560 1,093 3,418 4,112 187,359 123 3,321 183,915 57,377 126,538
102,974 2,783 13,715 2,693 705 1,448 1,309 915 1,044 3,263 47,481 10,363 (49,419) 1,233 2,667 2,684 639 1,089 2,795 3,947 154,328 394 1,077 152,857 81,773 71,084
50
SCHEDULE “ S “ THE ACCOUNTS General: [ii]
ACCOUNTING POLICIES AND NOTES TO
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known/materialise. Fixed Assets: Fixed Assets are stated at Cost of acquisition or construction inclusive of freight, erection & commissioning charges, duties and taxes, expenditure during construction period, interest on borrowing and financial costs upto the date of acquisition/ installation. Major Expenditure in Hotel properties involving relocation and redesigning of various outlets, guest floors and additions thereto, enhancement in the value of assets and revenue generating capacity is capitalised. Depreciation: Depreciation on Fixed Assets is provided on Straight Line Method as per the classification and in the manner specified in Schedule-XIV to the Companies Act, 1956. Investments: Long term Investments are stated at Cost and where there is permanent diminution in the value of investments a provision is made wherever applicable. Current Investments are carried at lower of cost or quoted/ fair value, computed categorywise. Dividend is accounted for as and when received. Employee Benefits: Employee Benefits are provided in the books as per AS -15 (revised) in the following manner : [ii] Provident Fund and Pension contribution - as a percentage of salary/wages is a Defined Contribution Scheme. Gratuity and Leave Encashment is a Defined Benefit obligation. The liability is provided for on the basis of actuarial valuation made at the end of each financial year. The actuarial valuation is made on Projected Unit Credit method. Stock of Cement/ Asbestos Sheets is valued at estimated cost or net realisable value, whichever is less. Value of Cement, Asbestos Sheets and Clinker lying in the factory premises includes excise duty, pursuant to the Accounting Standard (AS-2) [Revised]. The Closing stocks are valued on the basis of Weighted Average Cost Method. Material at Transit is taken at cost. Work-in-Progress/Material-in-Process estimated cost. are valued at
[A] SIGNIFICANT ACCOUNTING POLICIES The Accounts are prepared on the historical cost basis and on the principles of a going concern. Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles. Revenue/Income and Cost/Expenditure are accounted for on accrual basis. Cement Sales/ Asbestos Sheets Sales are net of Excise Duty/Value Added Tax and exclusive of Self Consumption. Construction Revenue/Income from/in respect of Contracts entered on or after 01.04.2003 are accounted as per AS-7 [Revised]. Construction Revenue/Income from/in respect of Contracts entered before 01.04.2003 are accounted as per erstwhile AS-7
Revenue Recognition: [ii] [iii]
[iv] Entrance Fee for Golf Membership is recognised in the year of receipt, irrespective of the period of membership. [v] Advances received for Time Share Weeks are reckoned as income in equal amounts spread over the Time Share period commencing from the year in which full payment is received
[vi] Escalations/Claims are taken in the accounts on the basis of receipt or as acknowledged by the client depending upon the certainty of receipt. [vii] Revenue from Real Estate Development of constructed properties is recognised based on the “Percentage of completion method”. Total sale consideration as per the legally enforceable agreements to sell entered into is recognised as revenue based on the percentage of actual project costs incurred to total estimated project cost, subject to such actual cost incurred being 30 percent or more of the total estimated project cost. Project cost includes cost of land, estimated cost of construction and development of such properties. The estimates of the saleable area and costs are reviewed periodically and effect of any changes in such estimates recognised in the period such changes are determined. Where aggregate of the payment received from customers provide insufficient evidence of their commitment to make the complete payment, revenue is recognised only to the extent of payment received. Revenue from sale / sub-lease of undeveloped land is recognized when full consideration is received against agreement to sell / sub-lease; all significant risks and rewards are transferred to the customer and possession is handed over.” Revenue from sale / sub-lease of developed land / plot is recognised based on the “Percentage of completion method” when a firm agreement has been entered into and 30 percent or more of the consideration is received and where no significant uncertainty exists regarding the amount of the consideration that will be derived from such sales and it is not unreasonable to expect ultimate collection, and all significant risks and rewards are transferred to the customer. [viii] [a] The costs that are incurred before a construction contract is secured are treated as expenses for the year in which these are incurred and charged to revenue. The costs attributable to contracts are normally identified to respective contracts. However, the costs which cannot be identified/identifiable to a specified contract are charged to the general revenue in the year in which such costs are incurred.
Inventories :
[ii] [iii]
[iv] Hotel Business - Stock of Food, Beverages, operating Stores and Supplies are valued at cost. Consumption of material is valued at Cost. Project Under Development : Project Under Development includes cost of Land purchased and other costs incurred including internal development and external development charges, construction cost, material cost, cost of services and other related costs. Foreign C urrency Transactions: Monetary Assets and Liabilities related to Foreign Currency transactions and outstanding, except assets and liabilities hedged by a hedge contract, at the close of the year, are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet.
ANNUAL REPORT 2010-11
51
[ii]
Monetary Assets and Liabilities hedged by a hedge contract are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet adjusted to the rates in the hedge contracts. The exchange difference arising either on settlement or at reporting date is recognised in the Profit & Loss Account except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets. Transactions in Foreign Currency are recorded in the Books of Account in Indian Rupees at the rate of exchange prevailing on the date of transaction.
computed by dividing adjusted net profit after tax by the aggregate of weighted average number of equity shares and dilutive potential equity shares outstanding during the year. Borrowing Costs: Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to get ready for intended use or sale. All other borrowing costs are charged to revenue. Segment Reporting: Revenue, operating results, assets and liabilities have been identified to represent separate segments on the basis of their relationship to the operating activities of the segment. Assets, Liabilities, Revenue and Expenses which are not allocable to separate segment on a reasonable basis, are included under “Unallocated”. Taxes on Income: Current Tax is determined as per the provisions of the Income Tax Act in respect of Taxable Income for the year. Deferred Tax Liability is computed as per Accounting Standard [AS-22]. Deferred Tax Asset and Deferred Tax Liability are computed by applying tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet Date. Impairment of Assets: If the carrying amount of Fixed Assets exceeds the recoverable amount on the reporting date, the carrying amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of the net selling price or the value in use determined by the present value of estimated future cash flows. Provisions, Contingent Liabilities and Contingent Assets [AS - 29]: Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements. The Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date. Accounting for Oil Activity: The Company has adopted Full Cost Method of Accounting for its Oil & Gas Exploration Activity and all costs incurred in Acquisition, Exploration and Development are accumulated. Premium on Redemption of Debentures Premium paid/ payable on Redemption of Debentures, net of tax impact, are adjusted against the Securities Premium Account.
[iii]
[iv] The Company uses foreign currency contracts to hedge its risks associated with foreign currency fluctuations. The Company does not use derivative financial instrument for speculative purposes. Lease Rentals: [ii] Operating Leases: Rentals are expensed with reference to lease terms. Finance Leases: The lower of the fair value of the assets or present value of the minimum lease rentals is capitalised as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to Profit & Loss Account.
Research and Development: Revenue expenditure on Research and Development is charged to Profit & Loss Account in the year in which it is incurred. Capital expenditure on Research and Development is shown as an addition to Fixed Assets. Miscellaneous Expenditure: [ii] Preliminary and Share Issue Expenses are written-off in the year in which they are incurred. Hotel Business - Miscellaneous Expenditure is stated at cost less accumulated amortisation. Fees paid to the Franchiser is amortised over a period of five years.
Expenditure During Construction Period: Expenditure incurred on projects/assets during construction/ implementation is capitalised and apportioned to projects/assets on commissioning. Earnings Per Share: Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is
NOTES TO THE ACCOUNTS As at 31.03.2011 As at 31.03.2010 ` ` 01 Contingent Liability not provided for in respect of: [a] Outstanding amount of Bank Guarantees Margin Money deposited against the above Corporate Guarantees: for Term Loans, NCDs and Deferred Payment Guarantees granted by Financial Institutions & Banks for 300 MW Baspa-II HEP of Jaiprakash Power Ventures Limited [Subsidiary Company] [ii] for Rupee Term Loans and Foreign Currency Loans granted by Financial Institutions & Banks for 400 MW Vishnu Prayag HEP of Jaiprakash Power Ventures Limited [Subsidiary Company] [iii] For Performance Guarantee issued by the ICICI Bank on behalf of Jaypee Ganga Infrastructure Corporation Limited, [100% Subsidiary] 13,667,280,795 132,218,375 10,859,406,251 542,465,148
1,278,697,966
1,980,025,692
861,033,750 8,947,500,000
1,008,854,175 8,947,500,000
52
As at 31.03.2011 As at 31.03.2010 ` ` [iv] For Non Convertible Debentures issued to Axis Bank Limited by Jaypee Infratech Limited, [Subsidiary Company] [v] For Performance Guarantee issued by the Yes Bank Limited on behalf of Jaypee Sports International Limited, [Subsidiary Company] Outstanding Letters of Credit Margin Money deposited against the above The Madhya Pradesh Government through the Collector, Rewa issued a notice raising a demand on account of change in the conversion factor for calculation of Royalty on Limestone raised and interest upto December, 2008 in respect of Jaypee Rewa Plant. The Company has contested the demand and the Hon'ble Madhya Pradesh High Court has stayed the demand. Amount deposited under Protest The above contingent liability does not include demand for the period January 2009 to March 2011 which has not been raised by the Madhya Pradesh Government till 31.03.2011 Trade Tax rebate of 25% on sale of Cement manufactured with fly ash purchased within the state of U.P. has been disputed by the U.P. Trade Tax Department. The Hon'ble High Court at Allahabad disposed-off the Writ Petition on 29.01.2004 in favour of the Company. The Department has thereafter filed SLP in the Hon'ble Supreme Court of India, which has been admitted and an interim order has been passed that pending disposal of the SLP, [a] the Department shall not take any step to encash the Bank Guarantees amounting to ` 16,69,36,481/- [included in 1(a) above] [Previous Year ` 16,69,36,481/-] and granted interim stay for refund of amount of ` 16,73,31,838/- [Previous Year ` 16,73,31,838/-] deposited under protest with the Department. [ii] The Government of U.P. vide Notification dated 14.10.2004 withdrew Notification dated 27.02.1998 granting rebate on tax on sale of fly-ash based cement manufactured within the State of U.P., out of fly-ash procured within U.P. The disputed tax for the period from 15.10.2004 to 31.12.2007 in respect of Jaypee Ayodhya Grinding Operations at Tanda and Jaypee Cement Blending Unit at Sadva Khurd,Allahabad established within U.P. amounting to ` 53,76,73,870/- [Previous Year ` 53,76,73,870/] has been deposited under protest with U.P. Trade Tax Department. The above Notification dated 14.10.2004 has been challenged by the Company before the Lucknow Bench of Hon'ble Allahabad High Court on the grounds of promissory estoppel. The case has been decided in favour of the Company by Lucknow Bench of Hon'ble Allahabad High Court vide their Order dated 29.03.2010 in respect of Jaypee Ayodhya Grinding Operations Unit of the Company. The Department has thereafter filed SLP in the Hon'ble Supreme Court of India, which has been admitted and order of the Hon'ble High Court order dated 29.03.2010 has been stayed by Supreme Court of India vide their order dated 06.07.2011. However, Writ petition in respect of Jaypee Cement Blending Unit, Allahabad is still pending before the Lucknow Bench of Hon'ble High Court. The Government of U.P. has imposed Entry Tax @2% on the value of the Cement w.e.f. 16.05.2003. This was challenged by the Company before the Hon'ble High Court at Allahabad and was decided in favour of the Company. However, the Order of the Hon'ble High Court has been challenged by the Department before the Hon'ble Supreme Court of India. The Hon'ble Supreme Court has directed Hon'ble Allahabad High Court on 14.07.06 to examine the constitutional validity of U.P. Entry Tax Act. The High Court on 08.01.07 has held the above Act ultra vires. The Hon'ble Supreme Court on 17.04.07 passed an interim order sustaining the High Court Order and restricting further deposit. The final decision of Hon'ble Supreme Court is awaited. The Company has deposited ` 34,09,36,649/- [Previous Year ` 34,09,36,649/-) and furnished Indemnity Bond of ` 16,38,46,913/- [Previous Year ` 13,73,58,510/-] under protest, against the amount worked out for the period upto 23.09.2007. Govt. of U.P. has issued an ordinance viz. "Uttar Pradesh Tax on entry of goods into local areas Ordinance 2007", imposing entry tax on certain notified items including cement and clinker, on value of the goods. This was challenged by the Company in the Hon'ble High Court at Allahabad. The Hon'ble Court on 01.11.07 has passed an interim order that Entry Tax will not be realised from the Company in respect of transactions before the date of promulgation of Ordinance dated 24.09.07 provided the Company furnished security other than cash or bank guarantee for the amount of Entry Tax due for that period and entry tax in respect of the transactions for the subsequent period will also not be realised from the Company provided the Company furnishes Bank Guarantee for the amount due in respect of the transactions for that period. The final decision of the Hon'ble High Court is still awaited. As desired by the Hon'ble High Court the Company has submitted Bank Guarantee for ` 90,05,57,352/- [included in 1(a) above] [Previous Year ` 85,12,18,484/-] upto 31.03.2011. 5,741,421,718 822,172 5,000,000,000 1,000,000,000 13,246,294,462 27,075,540
[c] [d]
1,337,794,099 434,296,115
885,490,289 354,196,115
[e]
516,237,283
516,237,283
537,673,870
537,673,870
[f]
580,123,820
557,904,792
[g]
906,037,730
856,286,767
ANNUAL REPORT 2010-11
53
As at 31.03.2011 As at 31.03.2010 ` ` [h] The Govt. of M.P. vide notification No. F-III-25/06/01/V(10) dated 14.03.06 & subsequent Notification No. F-A/III-195/05/01/V(14) dated 01.04.07 and also amending Section 4 and 4 A of the Entry Tax Act had enhanced the rate of Entry Tax from 1% to 5% on raw materials used for manufacture of Cement to the extent such Cement was transferred out of the state of M.P. as stock transfer. In response to the Special Leave Petition filed by the Company, the Hon'ble Supreme Court vide its Order dated 15.09.2008 has passed an order to deposit, fifty percent of the tax by way of cash and balance fifty percent by way of Bank Guarantee till the hearing and final disposal of Special Leave Petition. The Company has deposited ` 58,21,45,729/- [Previous Year ` 46,43,68,267/-] and furnished Bank Guarantee of ` 33,01,18,221/- [included in 1(a) above] [Previous Year ` 21,19,59,685/-] upto 31.03.2011 as per the Order of Hon'ble Supreme Court. Consequent to commissioning of Captive Power Plant at Jaypee Rewa Plant, the company gave one months notice under Clause 7.26 of the Electricity Supply Code 2004 for termination of the agreement and permanent disconnection of power supply with effect from midnight of 30.08.2006, which was challenged by M.P. Poorv Kshetra Vidhyut Vitran Company Limited [MPPKVVCL] in Hon’ble High Court of M.P. at Jabalpur. On 22.06.2009, the Appellate Bench of the High Court delivered the judgment holding that the HT Agreement of 26.11.1994 was not terminated as per the provisions of the said agreement and the provisions of the Supply Code 2004 shall have no application to such agreement. Subsequently, a Special Leave Petition against this Order was filed before the Hon’ble Supreme Court. The Hon'ble Supreme Court granted Stay on the condition that the amount of ` 10 Crores deposited as Fixed Deposit at the time of Stay from the High Court of Jabalpur shall be encashed and paid to MPPKVVCL. Amount deposited under Protest [j] The Government of Himachal Pradesh has imposed tax on transportation of goods under the Himachal Pradesh Taxation (on Certain Goods Carried by Road) Act, 1999. This was challenged by the Company before the Hon'ble High Court of Himachal Pradesh at Shimla . The Hon'ble High Court vide an interim order dated 17.12.2010 held that tax paid by the petitioner would be treated as deposit till the final decision. Amount deposited under Protest [k] The District Magistrate, Sonebhadra/Mirzapur issued notice raising demand for Stamp Duty under Indian Stamp Act, 1899 in respect of sale of movable and immovable assets of U.P. State Cement Corporation Limited for ` 459 Crores executed by Official Liquidator in favour of the Company. The Company has deposited Stamp Duty of ` 8.04 Crores on ` 137.12 Crores representing valuation of immovable assets i.e. Land, Building & Civil Works as per the valuation report of a Government Approved Valuer. The Company is contesting that no demand is payable by the Company on movable assets acquired. [l] The Madhya Pradesh Government, through the Collector, Rewa issued notices raising demand on account of Rural Infrastructure Tax in M.P. from Oct 2005 to Dec 2009. The Company had challenged the legal validity of this notification before the H'ble High Court, Jabalpur. The H'ble High Court upheld the validity of this tax. Special Leave Petition against this Order has been filed before the Hon'ble Supreme Court, which has admitted the Case. Amount deposited under Protest [m] Cess Assessment Officer & Joint Commissioner of Labour, Eluru, A.P., had served a Notice under the Building and Other Construction Workers Welfare Cess Act Rules, 1998 to pay Cess @1% on the cost of construction upto 31.03.2011, being undertaken at Companies Cement Plant in Andhra Pradesh. The Company had appealed against the same in Hon'ble High Court at Hyderabad and got interim stay on 31.08.2010. [n] Excise matters under appeal Amount deposited under Protest [o] VAT / Sales Tax under appeal (other matters) Amount deposited under Protest Bank Guarantee under Protest [included in 1(a) above] [p] Entry Tax matters under Appeal Amount deposited under Protest Bank Guarantee under Protest [included in 1(a) above] [q] Electricity Duty/ Cess matters under appeal Amount deposited under Protest [r] Service Tax matters under appeal Income Tax matters under appeal
930,571,583
676,795,421
2,912,928,721 100,000,000
1,774,309,857 100,000,000
536,125,508 511,758,363
-
286,800,000
286,800,000
78,930,376 50,000,000
78,930,376 50,000,000
23,404,000 464,348,417 66,830,821 147,649,876 77,945,837 5,727,969 190,291,232 72,847,886 39,231,385 202,969,188 9,248,936 18,500,000 39,985,192
13,235,000 132,753,773 59,736,655 58,244,146 19,981,519 98,221,019 19,000,625 36,220,133 18,497,870 9,248,936 50,576,605
54
Other Claims against the Company not acknowledged as debts Amount deposited under Protest Bank Guarantee deposited under Protest [included in 1(a) above] The Company has imported Capital Goods under Export Promotion Capital Goods Scheme [EPCG], where-under the Company is required to fulfill export obligation/ deemed exports amounting to ` 244.68 Crores [Previous Year ` 814.37 Crores] till 31.03.2015. The Liability on account of custom duty may arise alongwith interest @15% p.a., in the event of non-fulfillment of export obligation. 482,600,000 1,017,900,000 13,209,062,346 02 Estimated amount of Contracts remaining to be executed on capital account and not provided 25,337,706,219 for (net of advances) 03. [a] The Company had issued 1,65,000 Nos 0.50% Foreign Currency Convertible Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165 Million at par on 09.03.2006. These Bonds are convertible at the option of bond-holders into equity shares of ` 10/- each fully paid at the conversion price of ` 558.773 per share, subject to the terms of issue, with a fixed rate of exchange of ` 53.599 equal to Euro 1.00 at any time on or after 19.04.2006 and prior to the close of business on 02.03.2013. Post split of the Equity Shares of ` 10/- each into 5 Equity Shares of ` 2/- each on 26.12.2007 and post bonus issue of one equity share of ` 2/each against two equity shares of ` 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of ` 2/- each at the conversion price of ` 74.5031 per share. 2500 FCCBs of Euro 1,000 each were converted on 05.08.2010 into 17,98,549 Equity Shares of ` 2/- each (Previous Year 500 FCCBs of Euro 1,000 each were converted into 2,39,806 Equity Shares of ` 2/- each on 03.08.2009 and 20 FCCBs of Euro 1,000 each were converted into 14,388 Equity Shares of ` 2/- each on 29.03.2010). 1,706 FCCBs of Euro 1,000 each [Previous Year 4,206] were outstanding as on 31.03.2011. Upon conversion of the outstanding Bonds into Equity Shares, the share Capital of the Company will increase by 12,27,330 Equity Shares of ` 2/- each. Unless previously converted, the bonds are redeemable at maturity on 09.03.2013 at a premium of 32.071% ; representing a YTM of 4.50% p.a. [value as on 31.03.2011 is Euro 1222.001 (Previous Year Euro 11,73.426) per Bond]. A reserve aggregating to ` 2,42,35,170/- (Previous Year ` 4,47,21,338/-) upto 31.03.2011 has been created for the redemption premium. The Company has issued 4,00,000 Zero Coupon Foreign Currency Convertible Bonds [FCCB-III] of USD 1,000 each aggregating to USD 400 Million at par on 11.09.2007. These Bonds are convertible at the option of bond-holders into equity shares of ` 10/each fully paid at the conversion price of ` 1,238.78 per share, subject to the terms of issue, with a fixed rate of exchange of ` 40.35 equal to USD 1.00 at any time on or after 22.10.2007 and prior to the close of business on 05.09.2012. Post split of the Equity Shares of ` 10/- each into 5 Equity Shares of ` 2/- each on 26.12.2007 and post bonus issue of one equity share of ` 2/each against two equity shares of ` 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of ` 2/- each at the conversion price of ` 165.1707 per share. No conversion has taken place during F.Y. 2010-11 (Previous Year Nil). FCCBs of USD 354.475 Million (Previous Year USD 354.475 Million) were outstanding as on 31.03.2011. Upon conversion of the Bonds into Equity Shares, the Share capital of the Company will increase by 8,65,95,663 Equity shares of ` 2/- each. Unless previously converted, the bonds are redeemable at maturity on 12.09.2012 at a premium of 47.701% ; representing a YTM of 7.95% p.a. [value as on 31.03.2011 is USD 1,31,980.712 (Previous Year USD 1,22,042.014) for a principle amount of USD 1,00,000]. A reserve aggregating to ` 511,72,34,207/- (Previous Year ` 356,13,21,700) upto 31.03.2011 has been created for the redemption premium. 04 05 In the opinion of Board of Directors, the Current Assets, Loans and Advances” have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. [a] Non-Convertible Debentures [NCDs], mentioned here-under, together with interest, liquidated damages, remuneration payable to Trustees, and other monies due in respect thereof are secured as under : Nature of Mortgage Legal Mortgage in English form Legal Mortgage in English form Legal Mortgage in English form Legal Mortgage in English form Properties at Trustee Security Charge First Mortgage First Mortgage First Mortgage First Mortgage
[t]
As at 31.03.2011 As at 31.03.2010 ` ` 4,278,315,195 4,163,682,992 180,104,165 56,046,777 52,689,000 42,689,000
NCDs at Sl. No. [ii] & [iii] [iv], [v], [viii], [ix] & [x] [vi], [xi] to [xviii]
Mouje Budasan, Taluka Kadi, Dist. Axis Bank Limited Mehsana, Gujarat Mouje Dhanot, Taluka Kalol, Dist. Mehsana, Gujarat Mouje Dhanot, Taluka Kalol, Dist. Mehsana, Gujarat Mouje Dhanot, Taluka Kalol, Dist. Mehsana, Gujarat Axis Bank Limited IDBI Trusteeship Services Limited Axis Trustee Services Limited
and equitable mortgage of Immovable Properties and Hypothecation of Movables [present and future], ranking pari passu, save and except book debts and exclusive charge on assets including under Hire Purchase, subject to prior charge on specified movables created in favour of the Company’s Bankers for working capital facilities, for NCDs at Sl.No.[ii] to [x] except Sl. No. [vii] and to the extent of 40% outstanding to ` 45 crores at Sl.No. ; the balance 60% being secured by way of Bank Guarantee of ` 27 crores included under [c] below and NCDs at Sl no [iii] is secured by pari passu charge on the assets of Himachal Cement Plant and for Sl.No.[xi] to [xviii] are secured by way of equitable mortgage of Immovable Properties and Hypothecation of Movables [present and future] except the assets pertaining to Wind Power and Real Estate Division and assets specifically
ANNUAL REPORT 2010-11
55
charged to State Govt./Financial Institutions etc., ranking pari passu, save and except book debts, subject to prior charge on specified movables created in favour of the Company’s Bankers for working capital facilities. As at 31.03.2011 ` 450,000,000 875,000,000 175,000,000 3,000,000,000 1,500,000,000 4,000,000,000 6,750,000,000 5,000,000,000 4,000,000,000 1,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000 As at 31.03.2010 ` 1,050,000,000 1,375,000,000 275,000,000 3,000,000,000 1,500,000,000 4,000,000,000 9,000,000,000 5,000,000,000 4,000,000,000 1,000,000,000 -
[ii] [iii] [iv] [v] [vi] [vii] [viii] [ix] [x] [xi] [xii] [xiii] [xiv] [xv] [xvi] [xvii] [xviii]
1,800 1,500 500 3,000 1,500 4,000 9,000 5,000 4,000 1,000 5,000 5,000 5,000 2,000 2,000 2,000 2,000 2,000
2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 51,750,000,000 30,200,000,000 9,000 NCDs of ` 10,00,000/- each aggregating ` 900 crores [` 2,50,000/- per Debenture aggregating ` 225 crore redeemed], are secured against first and exclusive charge by way of equitable mortgage by deposit of title deed over the land admeasuring 364.55 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally secured by first and exclusive charge by way of Registered mortgage over land of Jaypee Infratech Ltd. admeasuring 40 acres (residential 25 acres and commercial 15 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazirpur, Greater Noida, Uttar Pradesh respectively. Out of the said 40 acres of land, the Company has entered into an “Agreement to Sell” with Jaypee Infratech Limited on 15.12.2009 for purchase of 15 acres of commercial land. IDBI Trusteeship Services Limited has been appointed as Debenture Trustee for the said NCDs. Term Loans of ` 2655.00 crores (Amount outstanding - ` 1583.23 crores.) sanctioned by Financial Institutions, Banks and Bank Guarantees to the extent of ` 27 Crores [Previous Year ` 65.30 Crores] [for partially securing Non Convertible Debentures] together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements are secured by equitable mortgage of Immovable Properties and Hypothecation of movables [present and future], save and except book debts and exclusive charge on assets including under Hire Purchase, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working capital facilities. Term Loans sanctioned by IDBI Bank - ` 1800 crores, UCO Bank - ` 500 crores, L & T Infra Finance Co. - ` 200 crores., Karnataka Bank - ` 150 crores, Yes Bank - ` 450 crores. and State Bank of India - ` 1000 crores, aggregating to ` 4100 crores together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of equitable mortgage of Immovable Properties and Hypothecation of Movables [present and future] except the assets pertaining to Wind Power and Real Estate Division and assets specifically charged to State Govt./ Financial Institutions etc, ranking pari passu, save and except book debts, subject to prior charge on specified movables created/ to be created in favour of the Company’s Bankers for working capital facilities. Term Loans sanctioned aggregating to ` 3,000 Crores, Euro 15.85 Million and USD 10.00 Million are availed for setting up of Cement Plants as per the following:
7.5% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 15.01.2009 to 15.10.2011 [` 7,50,000/- (Previous Year ` 4,16,667/- per Debenture Redeemed)]; 9.5% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 01.04.2010 to 01.01.2013 [` 4,16,667/- (Previous Year ` 83,333/-) per Debenture Redeemed]; 9% NCDs of ` 10,00,000/- each redeemable in 20 equal quarterly installments from 01.04.2008 to 01.01.2013 [` 6,50,000/- (Previous Year ` 4,50,000/-) per Debenture Redeemed]; 11.80% NCDs of ` 10,00,000/- each redeemable in 5 equal annual installments from 11.08.2012 to 11.08.2016; 12.40% NCDs of ` 10,00,000/- each redeemable in 5 equal annual installments from 04.11.2012 to 04.11.2016; 12.50% NCDs of ` 10,00,000/- each redeemable in 10 quarterly installments of ` 35 crores each and two quarterly installments of ` 25 crores each from 31.07.2012 to 30.04.2015; 11.75% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 25.09.2010 to 25.06.2013 [` 2,50,000 per Debenture redeemed] 11.75% NCDs of ` 10,00,000/- each redeemable in 5 equal half yearly installments from 15.07.2012 to 15.07.2014; 11.75% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 26.01.2014 to 26.10.2016; 11.25% NCDs of ` 10,00,000/- each redeemable on 30.11.2014; 11.5% NCDs of ` 10,00,000/- each redeemable in 5 equal half yearly installments from 23.07.2013 to 23.07.2015; 10.50% NCDs of ` 10,00,000/- each redeemable in 5 equal yearly installments from 16.07.2016 to 16.07.2020; 10.75% NCDs of ` 10,00,000/- each redeemable in 10 equal quarterly installments from 06.10.2013 to 06.01.2016; 5.60% NCDs of ` 10,00,000/- each redeemable on 03.01.2014; 5.60% NCDs of ` 10,00,000/- each redeemable on 03.07.2014; 5.60% NCDs of ` 10,00,000/- each redeemable on 03.01.2015; 5.60% NCDs of ` 10,00,000/- each redeemable on 31.07.2015 and 5.60% NCDs of ` 10,00,000/- each redeemable on 31.01.2016
[c]
[d]
[e]
56
Sanctioned Rupee Term Loan (` Crores) 330.00 455.00 400.00 125.00 160.00 500.00 US$ 10.00 Mn FCL/ECB Outstanding (` Crores) 240.21 424.63 284.07 104.05 1.90 517.90 Facility availed for setting up 5.0 Million TPA Cement Plant at Baga & Bagheri in H.P. and Grinding Unit at Panipat in Haryana 3.0 Million TPA Cement Plant in U.P.at Dalla,Churk and Chunar, 2.0 Million TPA Cement Plant in M.P. at Sidhi 1.0 Million TPA Grinding Unit at Sikandrabad 1.2 Million TPA Grinding Unit at Roorkee in Uttranchal, Two Cement Plants having installed capacity of 2.4 Million TPA each at Vayor, District Kutch in Gujarat with split location Grinding Unit at Wanakbori, District Keda in Gujarat 5.0 million Cement Plant at Jaggayyapet, District Krishna, Andhra Pradesh
Euro 15.85 Mn
1,030.00 3,000.00 Euro 15.85 Mn & USD 10.00 Mn
979.91 2,552.67
The above outstanding together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, are secured/to be secured by equitable mortgage of immovable properties and Hypothecation of movables of respective Cement Plants [present and future], save and except book debts, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working Capital facilities. [f] Term Loans of ` 1200.00 crores obtained from Banks for setting up 240 MW Captive Thermal Power Plant including 1.00 Million TPA Grinding Unit and Coal Washery at Churk Industrial Complex in Uttar Pradesh and 120 MW Captive Thermal Power Plant including Coal Washery at Sidhi in Madhya Pradesh together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, are secured/to be secured by equitable mortgage of immovable properties and Hypothecation of movables of respective Thermal Power Plants (present and future), save and except book debts, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers. “Term Loans of ` 100 Crores availed [Amount outstanding ` 84 crores] from L&T Infrastructure Finance Co. Ltd. together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, are secured/to be secured on equitable mortgage of immovable properties and Hypothecation of movables of Himachal Cement Plant (present and future), save and except book debts, as residual charge. Term Loan of ` 200 Crs. availed from Canara Bank together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, is secured/to be secured on equitable mortgage of immovable properties and Hypothecation of movables of the Company except assets pertaining to Wind Power and Real Estate Division (present and future), save and except book debts, as residual charge. External Commercial Borrowing of USD 27 Million and Yen 1030.27 Million availed [Amount outstanding USD 18.21 Million and Yen 781.70 Million] from ICICI Bank Ltd for setting up of Wind Power Project in Maharashtra & Gujarat together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, is secured/to be secured by equitable mortgage of immovable properties and Hypothecation of movables of Wind Power Project [present and future], save and except book debts subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working Capital facilities. Term Loans of ` 325.00 crores (Amount outstanding - ` 82.89 crores) sanctioned by Exim Bank of India, IDBI Bank Ltd., Union Bank of India and IDFC Ltd., for commissioning of Tunnel Boring Machines [TBMs] at Srisailam Project Site, in Andhra Pradesh are secured / to be secured by hypothecation of all movable fixed assets relating to TBMs [present and future], save and except book debts, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working Capital facilities. The Working Capital facilities availed from the Consortium member Banks with Canara Bank, as Lead, are secured by way of first charge on Current Assets i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts [except pertaining to Overseas Works and Projects under development] ranking pari-passu and 2nd charge on the Fixed Assets of the Company, both present and future except assets exclusively charged. Interest Free Loans granted by U.P. Financial Corporation (UPFC) under Audyogik Nivesh Protshahan Yojna Scheme are secured by way of First Charge on the Fixed Assets of the respective Units of the Company. [a] The Provision for Taxation made in the Profit & Loss Account includes ` 40,00,000/- [Previous Year ` 40,00,000/-] towards Provision for Wealth Tax Expense for the year. Deferred Tax Deferred Tax Liability on account of: Depreciation Others As at 31.03.2011 ` 9,272,848,098 2,931,338,221 12,204,186,319 As at 31.03.2010 ` 7,937,546,439 1,623,222,624 9,560,769,063
[g]
[h]
[j]
[k]
[l] 06
ANNUAL REPORT 2010-11
57
As at 31.03.2011 ` Deferred Tax Assets on account of: Employees' Benefits Others
As at 31.03.2010 `
131,208,904 270,141,881 133,219,805 58,140,266 264,428,709 328,282,147 11,939,757,610 Net Deferred Tax Liability 9,232,486,916 [ii] Deferred Tax [Net] amounting to ` 270,72,70,694/- [Previous Year ` 233,62,15,197/-] has been recognised in the Profit & Loss Account for the year ended 31st March, 2011. Disclosure as per Accounting Standard - 7 [Revised] [a] 54,544,959,865 Contract Revenue during the period 49,039,000,568 Direct Expenses during the period [c] 5,505,959,297 Profits recognised during the period before depreciation [d] 12,803,551,993 Advances received [Outstanding] [e] 1,360,018,146 Retention Money [Outstanding] * * Retention Money [Outstanding] is after adjusting amounts released against furnishing of Bank Guarantees. The above information is in respect of Contracts entered into on or after 01.04.2003. 08 09 63,526,764,145 38,916,419,290 Capital Work-in-Progress includes Civil Works, Machinery Under Erection and in transit, Advances to Suppliers, Construction and Erection Materials, Pre-operative Expenses and also Expenditure related to Projects under Implementation. The Company has transferred the Jaypee Rewa Soya Processing Unit which was under implementation in District Rewa, Madhya Pradesh to Jaiprakash Agri Initiatives Company Limited by virtue of Project Transfer Agreement dated 23.08.2010. The Excess of Assets over the Liabilities amounting ` 37,55,09,955/- transferred by the Company has been paid by Jaiprakash Agri Initiatives Company Limited. The Free-hold Land [Agricultural] purchased by the Company for ` 2,96,407/- measuring 7 Bighas at Rangpuri, New Delhi had been notified for acquisition U/s 4 & 6 of the Land Acquisition Act. The Company’s claim for compensation is pending settlement. 108,37,00,000 Equity Shares of ` 10/- each fully paid up [Previous Year 127,80,09,900 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] [subsidiary company] are pledged as collateral security for the financial assistance granted by Lenders to JPVL for specific projects. [ii] The Company has given letter of Comfort to ICICI Bank for Non Convertible Debentures amounting ` 1982.57 Crores issued by Jaiprakash Power Ventures Limited. 27,75,00,000 Equity Shares of ` 10/- each fully paid-up [Previous Year 27,75,00,000 Equity Shares] of Jaypee Karcham Hydro Corporation Limited [JKHCL] [Subsidiary Company (merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010)] are pledged with ITSL as collateral security for financial assistance granted by Lenders to JKHCL. The Company has pledged 36,78,00,000 Equity Shares of ` 10/- each fully paid-up [Previous Year 36,78,00,000 Equity Shares] of Jaypee Infratech Limited (JIL) (Subsidiary Company) with IDBI Trusteeship Services Limited (ITSL) (Trustee) and executed non disposal undertaking for further 25,74,60,000 Equity Shares [25,74,60,000 Equity Shares] of JIL held by the Company in favour of ITSL as collateral security for the financial assistance to JIL. 6,02,25,900 Equity Shares of ` 10/- each fully paid-up of [Previous Year 6,01,80,000 Equity Shares] Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL. The Company has pledged 20,35,000 Equity Shares held in Jaypee DSC Ventures Limited to HUDCO as Security for Loans granted by Lenders to Jaypee DSC Ventures Limited. Jaypee Infratech Limited has mortgaged 40 acres of Land in favour of IDBI Trusteeship Securities Limited for securing the Debentures of ` 900 crores issued by the Company to Standard Chartered Bank [Amount outstanding as on 31.03.2011 is ` 675 crores]. [ii] Jaypee Infratech Limited has provided a letter of Comfort to ICICI Bank UK Plc and ICICI Bank Canada for the financial assistance of GBP 34.84 Million (equivalent to USD 50 Million) and CAD 61.625 Million (equivalent to USD 50 Million) respectively. Jaypee Infratech Limited [subsidiary company] had made Initial Public Offer in May, 2010. In the said IPO, the Company had offered for sale of 6,00,00,000 equity shares of ` 10/- each to public. The Company has earned a Profit of ` 513,16,07,875/- on sale of above said shares and has been credited to Profit and Loss Account. Other Liabilities shown under the head “Current Liabilities & Provisions” include Book Overdraft of ` 8,58,18,591/- [Previous Year ` 75,42,31,350/-]. Disclosure as required under Notification No.G.S.R.719 [E] dated 16th November, 2007 issued by the Department of Company Affairs [as certified by the Management]: S. No. a) Particulars The principal amount and interest due thereon remaining unpaid to any supplier Principal Amount Interest Amount The amount of interest paid by the buyer in terms of section16, of the Micro, Small and Medium Enterprise Development Act, 2006 along with the amounts of payment made to the supplier beyond the appointed day 2010-2011 Nil Nil Nil 2009-2010 Nil Nil Nil 45,091,388,076 37,224,419,343 7,866,968,733 18,530,351,360 975,488,969
10 11
12 13
14 15 16
17 18 19
b)
58
The amount of interest due and payable for the year of delay in making payment (which have been paid beyond the appointed date during year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act,2006 d) The amount of interest accrued and remaining unpaid e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium Enterprise Development Act, 2006 The above information is based on information available with the Management 20 21
c)
2010-2011 Nil
2009-2010 Nil
Nil Nil
Nil Nil
Balances of some of the Debtors, Creditors, Loans & Advances are subject to reconciliation / confirmation from the respective parties. The Management does not expect any material difference affecting the Financial Statements for the year. Particulars of Investments in Units of Exchange Traded Funds [ETF] and Mutual Funds as on date of Balance Sheet: Name of Mutual Fund/ ETF [a] [c] [II] [a] [c] [d] [e] [f] [g] [h] [j] [k] [l] [m] [n] [o] [p] [q] [r] [t] [v] [w] [x] [y] [z] [aa] [ab] [ac] [ad] Investment in Units of Exchange Traded Funds UTI Mutual Fund Gold Exchange Traded Fund Gold Benchmark Exchange Traded Scheme NSEL - E - Silver Investment in Units of Mutual Funds Birla Sunlife MIP-II - Savings 5 Growth Plan Templeton India Short Term Income Retail Growth Plan Reliance Monthly Income Growth Plan HDFC MF Monthly Income Plan - Long Term Growth HDFC Top 200 Fund - Growth Reliance Regular Savings Fund Debt Plan - Institutional Growth Plan Templeton India Short Term Income Retail Plan - Monthly Dividend Reinvestment FT India Dynamic PE Ration Fund of Funds - Growth Canara Robeco Indigo Fund Kotak Quarterly Interval Plan Series 5 Dividend SBI MF Debt Fund Series - 180 days 14 Dividend Tata Fixed Maturity Plan - Series 30 Scheme A Growth Kotak 368 Days FMP Series 33 - Growth DSP Black Rock FMP - 12 M Series 13 Growth SBI Debt Fund Series - 370 Days 9 Growth Birla Sun Life Fixed Term Plan Series CO - Growth Kotak FMP Series 34 - Growth IDFC Fixed Maturity Yearly Series - 38 Growth IDBI FMP 367 Days Series - Feb 11 A Growth Reliance Fixed Horizon Fund - XIX Series 8 Growth Plan Templeton India Short Term Income Retail Plan - Monthly Dividend Payout ICICI Prudential Institutional Short Term Plan - Cumulative ICICI Prudential Institutional Short Term Plan - Monthly Dividend IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Birla Sun Life Dynamic Bond Fund - Retail Plan - Monthly Dividend Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment HDFC Cash Management Fund - Treasury Advantage Plan Retail - Daily Dividend Reinvestment Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment ICICI Prudential Flexible Income Plan Premium - Daily Dividend Units 2010-11 ` Units 2009-10 ` 267,674,792 284,351,918 552,026,710 75,000,000 185,000,000 75,000,000 50,000,000 20,000,000 100,000,000 100,000,000 85,000,000 50,000,000 101,178,004 101,787,188 52,301,295 13,137,538 3,088,121 2,994,232
445,081 811,880,715 616,112 1,139,250,170 34,800 189,652,855 1,095,993 2,140,783,740 4,636,642 53,557 22,577,075 13,580,438 115,010 2,338,817 44,988 3,775,988 960,384 25,000,000 10,000,000 10,000,000 5,000,000 10,000,000 15,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 75,000,000 100,000,000 475,000,000 300,000,000 20,000,000 30,000,000 50,849,348 150,000,000 10,000,000 250,000,000 100,000,000 100,000,000 50,000,000 100,000,000 150,000,000 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000 -
163,648 173,850 337,498 4,636,642 102,702 3,854,486 2,473,092 115,010 89,942 5,230,262 7,019,282 4,947,115 10,117,688 9,764,683 5,205,404 1,309,628 308,602 28,318
ANNUAL REPORT 2010-11
59
[ae] 22
LIC MF Income Plus Fund - Daily Dividend Reinvestment
- 252,696,605 2,526,966,053 148,082,899 2,210,849,348 307,899,461 3,541,452,431
[a] Particulars of investments [non trade] made subsequent to the date of previous Balance Sheet: Name of Company In Subsidiaries Jaypee Agra Vikas Limited 27,37,50,000 [Previous Year 50,000] Equity Shares of ` 10/- each Jaypee Cement Corporation Limited 1,30,00,000 Equity Shares of ` 10/- each Jaypee Fertilizers & Industries Limited 67,65,000 Equity Shares of ` 10/- each Jaypee Sports International Limited NIL [Previous Year 49,92,60,000] Equity Shares of ` 10/- each Jaypee Infratech Limited NIL [Previous Year 26,00,00,000] Equity Shares of ` 10/- each Himalyan Expressway Limited NIL[Previous Year 2,30,40,000] Equity Shares of ` 10/- each In Joint Venture Subsidiaries Bhilai Jaypee Cement Limited [ Previous Year 1,73,62,250] Equity Shares of ` 10/- each Bokaro Jaypee Cement Limited 1,16,12,307 [Previous Year 2,65,54,609] Equity Shares of `10/- each In Associates MP Jaypee Coal Limited NIL [Previous Year 49,00,000] Equity Shares of ` 10/- each MP Jaypee Coal Fields Limited NIL [Previous Year 4,90,000] Equity Shares of ` 10/- each Share Application Money Share Application Money paid to Jaypee Agra Vikas Limited [pending for allotment ` 160,00,00,000] Share Application Money paid to Jaypee Ganga Infrastructure Corporation Limited - [pending for allotment ` 294,65,00,000] Share Application Money paid to Bokaro Jaypee Cement Limited - [pending for allotment ` 41,84,38,540] Share Application Money paid to Madhya Pradesh Jaypee Minerals Limited - [pending for allotment ` 55,10,87,000] Share Application Money paid to Jaypee Sports International Limited - [pending for allotment ` 75,00,00,000] Share Application Money paid to Jaypee Fertilizers & Industries Limited - [pending for allotment ` 10,00,000] 2010-2011 ` 2,737,500,000 2,226,400,000 67,650,000 116,123,070 1,468,500,000 1,441,500,000 144,089,270 79,600,000 750,000,000 1,000,000 2009-2010 ` 500,000 4,992,600,000 2,600,000,000 230,400,000
[a] [c] [d] [e] [f]
[g] [h]
1,639,800,000 265,546,090
[j]
49,000,000 4,900,000
[k] [l] [m] [n] [o] [p]
131,500,000 1,485,000,000 225,253,910 164,692,000 -
Particulars of other current investments made subsequent to the date of previous Balance Sheet: Name of Funds Investment in Units of Mutual Funds/ETFs purchased and redeemed during the year Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment Reliance Money Manager Fund - Institutional Option - Daily Dividend Plan ICICI Prudential Flexible Income Premium Plan - Daily Dividend HDFC Cash Management Fund - Treasury Advantage Plan - Retail Daily Dividend Option - Reinvestment Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment LIC MF - Liquid Fund - Dividend Plan LIC MF - Income Plus Fund - Daily Dividend Plan Birla Sunlife Saving Fund - Institutional Premium - Daily Dividend - Reinvestment Units 2010-11 ` Units 2009-10 `
[a] [c] [d]
4,317 251,785 3,786,526
43,196 252,130,066 400,368,368
40,157,687 351,476 4,728,803
401,849,934 351,874,973 500,000,000
[e] [f] [g] [h]
17,398 55,037,998
174,525 552,994,291
1,495,289 25,000,000
15,000,000 251,187,500
761,315,099 8,359,315,923 327,897,409 3,600,346,340 378,440,774 3,784,407,738 360,000,000 3,600,000,000 55,073,131 551,805,232 -
60
Name of Funds [j]
ICICI Prudential Liquid Super Institutional Plan - Dividend Daily Reliance Monthly Interval Fund Series II Institutional Dividend Plan 4,025,893 403,218,784 [k] ICICI Prudential Liquid Super Institutional Plan Dividend Weekly 35,672,286 379,239,204 [l] HDFC Cash Management Fund Savings Plan Weekly Dividend 302,208,456 3,214,410,015 [m] HDFC Cash Management Fund Savings Plan Daily Dividend 10,316,129 103,238,660 [n] Reliance Quarterly Interval Fund Series III Institutional Dividend Plan 150,688,426 2,524,076,344 [o] SBI Magnum Insta Cash Fund Daily Dividend 250,544 250,561,417 [p] Axis Liquid Fund Institutional Daily Dividend Reinvestment 191,150 1,921,232 [r] Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan 102,423 1,221,453 [q] Birla Sun Life Dynamic Bond Fund - Monthly Dividend Plan HDFC Cash Management Fund - Treasury Advantage Plan - Wholesale - 10,031,317 100,629,161 Daily Dividend Option - Reinvestment - 366,091,173 6,000,000,000 [t] LIC MF - Liquid Fund - Growth Plan Investment in Mutual Funds/ETFs purchased during the year & outstanding as on 31.03.2011 53,557 100,000,000 [a] Templeton India Short Term Income Retail Plan - Growth 102,702 185,000,000 18,722,589 400,000,000 Reliance Monthly Income Plan - Growth Plan 3,854,486 75,000,000 11,107,346 250,000,000 [c] HDFC MF MIP Long Term - Growth 2,473,092 50,000,000 281,433 544,205,922 [d] UTI Mutual Fund Gold Exchange Traded Fund 163,648 267,674,792 442,262 854,898,252 [e] Gold Benchmark Exchange Traded Scheme 173,850 284,351,918 2,338,817 30,000,000 [f] Reliance Regular Savings Fund Debt Plan Institutional Growth Plan 44,988 50,849,348 [g] Templeton India Short Term Income Plan - Monthly Dividend Reinvestment 3,775,988 150,000,000 [h] FT India Dynamic PE Ration Fund of Funds - Growth 960,384 10,000,000 Canara Robeco Indigo Fund 25,000,000 250,000,000 [j] Kotak Quarterly Interval Plan Series 5 Dividend 10,000,000 100,000,000 [k] SBI MF Debt Fund Series 180 days 14 Dividend 10,000,000 100,000,000 [l] Tata Fixed Maturity Plan Series 30 Scheme A Growth 5,000,000 50,000,000 [m] Kotak 368 Days FMP Series 33 Growth 10,000,000 100,000,000 [n] DSP Black Rock FMP 12 M Series 13 Growth 15,000,000 150,000,000 [o] SBI Debt Fund Series 370 Days 9 Growth 5,000,000 50,000,000 [p] Birla Sun Life Fixed Term Plan Series CO Growth 5,000,000 50,000,000 [q] Kotak FMP Series 34 Growth 5,000,000 50,000,000 [r] IDFC Fixed Maturity Yearly Series 38 Growth 5,000,000 50,000,000 IDBI FMP 367 Days Series Feb 11 A Growth 5,000,000 50,000,000 [t] Reliance Fixed Horizon Fund XIX Series 8 Growth Plan 34,800 189,652,855 NSEL - E Silver [v] Kotak Flexi Debt Scheme Institutional - Daily Dividend 5,205,404 52,301,295 Reinvestment [w] HDFC Cash Management Fund - Treasury Advantage Plan - Retail Daily Dividend Option - Reinvestment 1,309,628 13,137,538 [x] Birla Sunlife Saving Fund - Institutional - Daily Dividend 308,602 3,088,121 Reinvestment [y] ICICI Prudential Flexible Income Plan Premium - Daily 28,318 2,994,232 Dividend - 252,696,605 2,526,966,053 [z] LIC MF - Liquid Fund - Daily Dividend Plan [aa] Birla Sunlife MIP-II Savings 5 Plan - Growth 4,636,642 75,000,000 [ab] Birla Sun Life Dynamic Bond Fund - Monthly Dividend 9,764,683 101,787,188 [ac] Templeton India Short Term Income Retail Plan - Monthly 89,942 100,000,000 Dividend Payout [ad] ICICI Prudential Institutional Short Term Plan - Cumulative 5,230,262 100,000,000 [ae] ICICI Prudential Institutional Short Term Plan - Monthly 7,019,282 85,000,000 Dividend
2010-11 ` 10,583,869 1,058,626,024 29,994,901 300,000,000
Units
Units
2009-10 `
ANNUAL REPORT 2010-11
61
Name of Funds [af] [ag] [ah] IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend HDFC Top 200 Fund Growth Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Investment in Mutual Fund/ETFs purchased earlier but redeemed during the year Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment HDFC Cash Management Fund - Treasury Advantage Plan - Retail Daily Dividend Option - Reinvestment Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment ICICI Prudential Flexible Income Plan - Daily Dividend LIC MF - Liquid Fund - Daily Dividend Plan Templeton India Short Term Income Retail Plan - Growth Templeton India Short Term Income Retail Plan - Monthly Dividend ICICI Prudential Institutional Short Term Plan - Cumulative ICICI Prudential Institutional Short Term Plan - Monthly Dividend IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Birla Sun Life Dynamic Bond Fund - Monthly Dividend Plan
Units -
2010-11 ` -
Units 4,947,115 115,010 10,117,688
2009-10 ` 50,000,000 20,000,000 101,178,004
[a]
5,205,404
52,301,295
-
-
[c] [d] [e] [f] [g] [h] [j] [k] [l] [c] 23
1,309,628 308,602
13,137,538 3,088,121
-
-
28,318 2,994,232 252,696,605 2,526,966,053 102,702 185,000,000 89,942 100,000,000 5,230,262 7,019,282 4,947,115 10,117,688 9,764,683 100,000,000 85,000,000 50,000,000 101,178,004 101,787,188
As on 31.03.2011 the Trusts holds 18,93,16,882 Equity shares [Previous Year 18,93,16,882] of Rs 2/- each of the Company. During the year no shares were sold out of the shares held in trusts. 2010-11 833,836,905 219,361,162 6,802,722 691,066,682 148,807,922 383,881,074 2,283,756,467 2009-2010 559,052,376 185,218,828 9,924,613 571,092,438 118,009,240 260,832,877 1,704,130,372
Cost of Limestone raised included in raw materials consumed: Royalty and Cess Salaries and Wages Power and Fuel Stores and Spares Consumed Factory and Administrative Overheads Payment to Mining Contractors
24
[a]
In compliance of Accounting Standard-2 [Revised], the Company has provided liability of Excise Duty amounting to ` 37,84,88,302/- [Previous Year ` 19,63,87,657/-] on the stocks of Finished Goods lying at Works. However, there is no impact on the profit for the current year. The Excise Duty of ` 25,90,17,459/- [Previous Year ` 22,34,44,115/-] related to difference between Closing and Opening Stock has been debited in the Profit & Loss Account separately.
25
Sundry Debtors include the following debts due from the Companies under the same Management as defined U/s 370(1-B) of the Companies Act, 1956: As at As at 31.03.2011 31.03.2010 ` ` 606,016,690 29,060,690 698,494,947 3,872,733,393 4,078,356,960 5,756,323,262 1,218,459,014 93,206,140 271,531,723 117,362,991 53,165,326 453,370,551 45,009,597 5,757,634 335,323,842 132,129,988 128,588,383 27,313 10,167 -
[a] [c] [d] [e] [f] [g] [h] [j] [k]
Jaiprakash Power Ventures Limited Jaypee Karcham Hydro Corporation Limited * Jaypee Infratech Limited Himalyan Expressway Limited Bina Power Supply Company Limited * Bhilai Jaypee Cement Limited Bokaro Jaypee Cement Limited Jaypee Sports International Limited Prayagraj Power Generation Company Limited Jaypee Arunachal Power Limited Jaypee Ganga Infrastructure Corporation Limited
62
[l] [m] 26 [a]
Madhya Pradesh Jaypee Minerals Limited Jaypee Powergrid Limited * merged with Jaiprakash Power Ventures Limited Details of balances with Foreign Banks in Current Account: Name of the Bank Balance as at 31.03.2011 Amount of Maximum balance during the year 27,380,207 27,380,207 711,196 14,676,062 33,942 29,509 8,047 90,557 7,967 7,727,547 33,972 29,578 8,047 90,557 7,967
-
93,878 10,676
Balance as at 31.03.2010 27,380,207 7,449,818 7,727,547 31,655 29,578 8,008 90,557 7,967
01 02 03 04 05 06 07 08
Rafidian Bank, Subkusoor, Baghdad [I.D.] Bank of Bhutan, Phuentsholing, Bhutan [Nu] [A/c No.7311] Bank of Bhutan, Phuentsholing, Bhutan [Nu] [A/c No.268] Royal Bank of Scotland [GBP] [A/c No.21872175] Royal Bank of Scotland [USD] Royal Bank of Scotland [EURO] ICICI Bank U.K. Plc London [EURO] ICICI Bank U.K. Plc London [USD] (b)
details of Fixed Deposits & Balances in Current Account with foreign Branches of Indian Banks: ` As at 31.03.2011 Values ` As at 31.03.2010 Values 722,558 1,050,000 721,621 7,808 24,277 84,676 6,106 5,624 1,350 187,234 558 2009-2010 ` 40,485,000 4,858,200 26,911,603 72,254,803
[ii]
Fixed Deposits with: 01 State Bank of India, London [USD] 02 State Bank of India, London [GBP] Current Account with: 01 Canara Bank, London [USD] 02 State Bank of India, London [EURO] 03 Canara Bank, London [EURO] 04 Bank of Baroda, London [EURO] 05 Bank of India, Jersey [USD] 06 Bank of India, London [USD] 07 Bank of India, Tokyo [USD] 08 Syndicate Bank, London [USD] 09 Bank of Baroda, London [USD]
729,081 1,067,396 681,214 7,887 12,547 73,370 2,956 5,624 1,350 187,194 558 2010-2011 ` 45,504,677 5,460,561 30,793,120 81,758,358
27.
Managerial remuneration paid/payable to Whole-time Directors [excluding Provisions for Gratuity & Leave Encashment on retirement] Salaries Provident Fund Contribution Perquisites Managerial remuneration paid/payable to Whole-time Directors of Transferor Companies [excluding Provisions for Gratuity & Leave Encashment on retirement] Salaries Provident Fund Contribution Perquisites
-
1,857,419 222,891 1,295,605 3,375,915
ANNUAL REPORT 2010-11
63
28
Additional information pursuant to the provisions of paragraphs 3 & 4 of Part II of Schedule VI to the Companies Act, 1956. Particulars Statistical Data: [A] Cement [a] Capacity & Production: Installed Capacity - Per annum Production - Portland Cement - Clinker (Production for Sale) *as on 31.03.2011 **as certified by the Management. 2010-2011 Qty. MT Sales : Cement [exclusive of self-consumption] Clinker Less: Excise Duty [c] 2010-2011 Qty. (MT) 2009-2010 Qty. (MT)
21,500,000* 14,675,679** 525,380**
19,100,000* 10,516,145** 369,834**
2010-2011 Value (`)
2009-2010 Qty. MT
2009-2010 Value (`)
13,261,821 52,827,194,693 525,380 1,356,114,403 54,183,309,096 5,662,737,591 48,520,571,505
9,153,059 38,370,442,689 369,834 1,060,258,338 39,430,701,027 4,027,137,241 35,403,563,786 136,459 316,863,358 465,067 1,327,961,605
Particulars in respect of Opening Stock and Closing Stock: 465,067 1,327,961,605 Opening Stock - Cement * 569,299 1,845,425,366 Closing Stock - Cement * * after adjusting 13,07,415 MT Self Consumption (Previous Year 10,30,140 MT) and 2,211 MT screening and transit loss [Previous Year 4,338 MT] Cement Product - Asbestos Sheets [a] Capacity & Production: 100,000* Installed Capacity - Per annum 96,063** Production - Asbestos Sheet *as on 31.03.2011 *as certified by the Management. Sales : 95,436 913,030,459 Asbestos Sheet [exclusive of self-consumption] 84,118,563 Less: Excise Duty 828,911,896 [c] Particulars in respect of Opening Stock and Closing Stock: 18,171 103,009,507 Opening Stock - Asbestos Sheet * 16,806 65,601,151 Closing Stock - Asbestos Sheet * * after adjusting 923 MT [Previous Year 1,319 MT] Self Consumption and 1069 MT [Previous Year 1,469 MT] Dry waste loss and rejected sheets loss 2010-11 [C] wind Power [a] Capacity & Production: 49 Mw Licensed Capacity 49 Mw Installed Capacity 429 Million Unit Net Saleable Design Energy [annual basis] [ii] Production details and Parameters 78.80 Million Unit Net Saleable Energy [18.4%] 94% Plant Availability Sales : 298,151,757 Sale of Wind Power
100,000* 101,622**
93,202
879,818,850 56,255,124 823,563,726
12,539 18,171
56,101,848 66,933,266
2009-10
49 MW 49 MW 429 Million Unit 86.70 Million Unit 92% 317,638,385
64
[D] Details of Raw Materials, Stores and Spares Consumed: [a] Raw Materials: * Cement Division Indigenous : (96.32% (Previous Year 100%)) Limestone Raised Clinker Gypsum Laterite/Iron Ore Fly Ash [ii] Imported: (3.68%) (Previous Year NIL)) Gypsum Cement Product - Asbestos Sheets Indigenous : (35.62% (Previous Year 29.61%)) Cement OPC Pulp Fly Ash Imported: (64.38%) (Previous Year 70.39%)) Fibre Stores and Spares:
2010-2011 Qty. MT
2010-2011 Value (`)
2009-2010 Qty. MT
2009-2010 Value (`)
16,891,823 327,223 428,698 406,050 3,282,265 77,404
2,283,756,467 1,222,182,567 1,017,802,104 366,961,846 1,186,875,692 231,996,104 6,309,574,780
12,290,821 1,704,130,372 211,380 701,990,455 324,205 765,420,953 308,038 128,842,444 2,384,082 784,330,219 4,084,714,443
37,333 766 25,863 6,882
102,305,782 13,262,807 12,190,943 230,880,922 358,640,454
38,994 597 27,511 7,186
85,103,213 9,763,898 8,716,815 246,229,570 349,813,496
[ii]
[E]
[F]
[G]
[H]
2010-2011 2009-2010 ` ` 2,735,100,476 92.73% 2,641,618,429 Indigenous 95.68% 214,319,676 7.27% [ii] Imported 119,137,833 4.32% 2,949,420,152 100% 2,760,756,262 100% The Central Government in exercise of the powers conferred under section 211(4) of the Companies Act, 1956 has granted exemption vide Ministry of Corporate Affairs letter No.46/119/2010-CL-III dated 14.05.2010 to the effect that the disclosure of quantitative details in compliance of paras 3(i)(a) and 3(ii)(d) of Part-II of Schedule-VI to the Companies Act, 1956 as amended vide Notification No.GSR 494(E) dated 30th October, 1973 shall not be necessary for the Hotel Business of the Company for the F.Y. 2010-11. 2010-2011 2009-2010 ` ` Value of Imports [On CIF Basis]: 610,862,969 Stores and Spares 3,924,363,997 4,659,481,588 Capital Equipment [including Capital Work-in-Progress] 3,925,636,825 6,755,728 Steel Plates 314,880 640,775,941 Raw Materials 251,486,834 4,192,220,880 Hydro Mechanical and Electromechanical Equipment 1,306,913,315 11,389,932 Others 112,807 Expenditure in Foreign Currency [including Expenditure During Construction Period]: 20,841,909 Travelling 16,767,388 241,513,642 Technical Fees 191,778,361 871,584 Financial and Bank Charges 2,922,761 1,106,402,571 Interest 896,743,657 55,860,782 Others including Foreign currency rate difference 67,233,977 Foreign Currency Rate Difference [Adjusted in Capitalisation] 920,746,008 [including (gain)/loss on forward contracts] (4,793,490,578) Earnings in Foreign Exchange [including Income during Construction Period]: 49,709,579 Cement Exports [FOB Value] 29,622,495 231,242,380 Hospitality 208,154,523 2,465,049 Interest 77,427,946 175,148 Others 34,664,108 67,287,101 Advance received from Real Estate Customers 54,623,855 Dividend Paid to Non-Resident Share Holders in Foreign Currency
ANNUAL REPORT 2010-11
65
29
Number of Share Holders Number of Shares * Dividend Paid (`) * Face Value ` 2 per share The External Commercial Borrowings [ECBs] outstanding as on 31.03.2011 of JPY 21136.05 million , USD 32.50 million, USD 18.21 million, JPY 781.70 million, GBP 34.84 million and CAD 61.625 million are hedged in respect of coupon as well as repayment. Hedging of JPY to USD in respect of JPY 781.70 million yet to be done. As on 31.03.2011, the Company has outstanding exposure of Euro 1.706 Million against Foreign Currency Convertible Bonds [FCCBII] [Previous Year Euro 4.206 Million] and USD 354.475 Million against Foreign Currency Convertible Bonds [FCCB-III] (Previous Year USD 354.475 Million) unhedged pending conversion into Equity Share Capital.
During FY 2010-2011 Interim Div. Ist Final Div. for F.Y. F.Y. 2010-2011 2009-2010 164 164 898,879 863,898 359,552 466,505
Interim Div. Ist F.Y. 2009-2010 146 635,260 343,040
During FY 2009-10 Final Div. for Interim Div. IInd F.Y. 2008-2009 F.Y. 2008-2009 147 88 706,210 686,610 282,484 205,983
30
Related Parties disclosures, as required in terms of “Accounting Standard [AS] 18” are given below: Relationships [a] Subsidiary Companies [including their subsidiaries]: Jaiprakash Power Ventures Limited [ii] Jaypee Infratech Limited [iii] Himalyan Expressway Limited [iv] Jaypee Ganga Infrastructure Corporation Limited [v] Jaypee Sports International Limited [vi] Jaypee Agra Vikas Limited [w.e.f. 16.11.2009] [vii] Jaypee Cement Corporation Limited [w.e.f. 22.02.2011] [viii] Jaypee Fertilizers & Industries Limited [w.e.f. 03.06.2010] [ix] Sangam Power Generation Company Limited [w.e.f. 23.07.2009][subsidiary of Jaiprakash Power Ventures Limited] [x] Prayagraj Power Generation Company Limited [w.e.f. 23.07.2009][subsidiary of Jaiprakash Power Ventures Limited] [xi] Jaypee Meghalaya Power Limited [w.e.f. 26.08.2010] [subsidiary of Jaiprakash Power Ventures Limited] [xii] Jaypee Karcham Hydro Corporation Limited [xiii] Bina Power Supply Company Limited [subsidiary of Jaiprakash Power Ventures Limited] Subsidiary Companies at Sl.No.[xii] & [xiii] merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010 Joint Venture Subsidiaries : Bhilai Jaypee Cement Limited [ii] Bokaro Jaypee Cement Limited [iii] Gujarat Jaypee Cement and Infrastructure Limited [iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of Jaiprakash Power Ventures Limited] [v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of Jaiprakash Power Ventures Limited] [vi] Madhya Pradesh Jaypee Minerals Limited [till 02.03.2011] Associate Companies: Jaypee Ventures Private Limited [ii] Jaypee Development Corporation Limited [iii] Jaiprakash Kashmir Energy Limited [iv] JIL Information Technology Limited [v] Gaur & Nagi Limited [vi] Indesign Enterprises Private Limited [vii] Sonebhadra Minerals Private Limited [viii] RPJ Minerals Private Limited [ix] Jaiprakash Agri Initiatives Company Limited [x] Tiger Hills Holiday Resort Private Limited [xi] Anvi Hotels Private Limited [xii] Sarveshwari Stone Products Private Limited [xiii] Rock Solid Cement Limited [xiv] MP Jaypee Coal Limited [xv] Jaypee International Logistics Company Private Limited [xvi] Jaypee Hotels Limited [xvii] Jaypee Mining Venture Private Limited [xviii] Jaypee Infra Ventures (A Private Company with unlimited liability) [xix] Indus Hotels UK Limited [xx] Ceekay Estates Private Limited
[c]
66
Jaiprakash Exports Private Limited Bhumi Estate Developers Private Limited PAC Pharma Drugs and Chemicals Private Limited Jaypee Technical Consultants Private Limited Jaypee Uttar Bharat Vikas Private Limited Kanpur Fertilizers & Cement Limited Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011] MP Jaypee Coal Fields Limited GM Global Mineral Mining Private Limited Ibonshourne Limited Vasujai Estates Private Limited Samsun Estates Private Limited Sunvin Estates Private Limited Manumanik Estates Private Limited Arman Estates Private Limited Suneha Estates Private Limited Pee Gee Estates Private Limited Vinamra Housing & Constructions Private Limited Associate Companies at Sl.No.[xxxi] to [xxxviii] merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009 [d] Key Management Personnel: Shri Manoj Gaur, Executive Chairman & C.E.O. [ii] Shri Sunil Kumar Sharma, Executive Vice Chairman [iii] Shri Sunny Gaur, Managing Director [Cement] [iv] Shri Pankaj Gaur, Joint Managing Director [Construction] [v] Shri Shyam Datt Nailwal, Director [Finance] [vi] Shri Ranvijay Singh, Whole time Director [vii] Shri Ravindra Kumar Singh, Whole time Director [viii] Shri Rahul Kumar, Whole time Director & C.F.O. [e] Relatives of Key Management Personnel, where transactions have taken place Shri Gyan Prakash Gaur [ii] Shri Naveen Kumar Singh [iii] Smt Neha Goyal [iv] Shri Pawan Kumar Jain [till 31.03.2010] [v] Smt.Rekha Dixit [till 31.08.2009] [vi] Smt Manju Sharma [till 30.06.2009] Note: Related party relationships are as identified by the Company and relied upon by the Auditors. Transactions carried out with related parties referred to above in ordinary course of business Nature of Transactions Income Contract Receipts Sale of Cement/ Other Material Real Estate Revenue Dividend Received Machinery/Helicopter Hire Charges Rent Interest Hotel Revenue Others Referred in 1(a) Referred in 1(b) above (`) above (`) 51,361,172,400 (41,677,208,658) 720,047,329 (121,275,128) 866,249,550 (233,250,450) 28,261,990 (6,879,166) 4,032,000 (6,432,000) 9,998,991 (7,515,744) 78,191,184 (78,917,488) 429,721,111 (892,428,960) 80,791,807 (169,476,028) 1,249,999 (162,500) 185,752 (176,996) 84,414,232 (54,848,658) Referred in 1(c) above (`) 12,621,050 (3,141,966) 2,535,655,207 (23,004,493) 9,835,833 (150,000) 80,958 (112,474) 4,335,189 Referred in 1(d) above (`) Referred in 1(e) above (`) -
[xxi] [xxii] [xxiii] [xxiv] [xxv] [xxvi] [xxvii] [xxviii] [xxix] [xxx] [xxxi] [xxxii] [xxxiii] [xxxiv] [xxxv] [xxxvi] [xxxvii] [xxxviii]
ANNUAL REPORT 2010-11
67
Nature of Transactions Expenditure Management Fees Lease Rent Technical Consultancy Purchase of Clinker/ Other Material Interest Paid Salaries & Other Amenities etc. Security & Medical Services Rent Fixed Assets Purchased Others Others Paid for Land (Real Estate) Purchase of Shares during the year Sale/Redemption of Shares during the year
Referred in 1(a) Referred in 1(b) above (`) above (`) 2,052,700,000 (5,131,750,000) 2,805,150,000 (7,823,500,000) 982,364,480 (555,982,090) 500,423,070 (1,905,346,090) -
Referred in 1(c) above (`) 123,861,597 353,990,934 (399,763,349) 29,375,791 (22,019,903) 948,611,218 (660,550,104) 6,618,000 (6,000,000) 12,462,669 176,000 2,226,400,000 (53,900,000) (84,000,000)
Referred in 1(d) above (`) 81,758,358 (72,254,803) -
Referred in 1(e) above (`) 10,255,663 (15,904,026) -
31
Outstandings as at 31st March Receivables Advances to Suppliers, Mobilisa8,583,482,172 346,809,332 17,105,479,935 tion Advances, Security Deposits (10,739,444,606) (639,002,492) (12,339,111,769) and Debtors Payables Mobilisation & Machinery Advanc10,815,212,038 47,934,785 486,376,427 3,895,142 es, Unsecured Loans, Security/ (17,154,142,945) (119,744,970) (217,124,170) (3,970,580) Earnest Money and Creditors Note: 1. Guarantees provided for Subsidiaries & Associates are disclosed elsewhere in the Notes to the Account. 2. Previous Year figures are given in brackets. Segment Information Business Segment
Particulars [A] Segment Revenue External 60,527,151,728 (55,891,384,085) Inter Segment Revenue 50,960,160,573 (37,393,537,013) 3,597,699,669 (2,357,590,488) 1,787,043,656 (1,531,295,540) 23,281,700 (12,016,897) 17,102,670,365 (6,535,740,309) 313,752,127 (320,298,385) ,035,853,349 (393,947,644) 103,534,670 (256,032,093) 1,356,961,586 1,232,048,437) Construction Cement / Cement Hotel/Hospitality Products Real Estate Power Investments Others Unallocated
27,200 -
250,800 (490,835)
(`) Total
133,187,128,054 (103,554,283,506) 3,620,981,369 (2,369,607,385)
Segment Results Profit/(Loss) before Tax and Interest 9,263,914,893 (11,710,435,030) 8,396,030,735 (10,578,712,819) 151,549,871 (89,822,931) 8,708,466,670 (2,596,840,864) 121,932,847 (162,028,716) 1,035,853,349 (393,947,644) (39,208,094) (-) (69,601,879) (-) 1,283,287,680 (1,254,636,805) 26,355,252,591 (24,346,753,078) 13,941,786,880 (10,557,945,737) Profit before Tax 12,413,465,711 (13,788,807,341)
Less:interest Expenses
68
Particulars
Construction
Cement / Cement Hotel/Hospitality Products
Real Estate
Power
Investments
Others
Unallocated
Total 5,131,607,875 (13,163,538,746) (1,016,261,224)
Profit on Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] Provision for writing off claims - Iraq woks
Employee Compensation Expense - [ESPS]
(2,119,375,000)
Profit before Tax
17,545,073,586 (23,816,709,863)
[C]
Other Information Provision for Tax Current Tax 3,300,866,445 (4,396,896,775) Deferred Tax 2,707,270,694 (2,336,215,197) Income Tax provision of earlier years reversed 140,932,629 Profit after Tax 11,677,869,076 (17,083,597,891) Segment Assets Segment Liabilities Loans 51,607,637,837 (50,665,096,451) 19,458,519,384 (24,064,593,307) 163,875,320,428 31,751,885,251) 13,304,135,420 (10,542,576,637) 6,381,687,741 (5,433,808,079) 737,307,940 (509,513,193) 38,123,757,819 1,088,245,492) 12,004,297,680 3,586,625,753) ,666,998,332 ,026,817,684) 800,771,581 (267,019,816) 4,837,459,594 ,762,643,308) 3,000,813,210 (2,029,544,299) 237,505,823 (127,971,258) 33,937,142,369 7,058,588,701) 8,935,276,196 8,092,661,024) 377,430,817,330 (328,816,629,265) 55,477,814,024 (57,190,960,988) 217,076,309,102 (179,087,248,132) Capital Expenditure during the year including Capital work-inProgress Depreciation 1,983,404,558 (1,817,991,923) 30,458,722,227 (24,637,969,116) 1,545,565,793 (693,608,746) 350,045,973 (534,481,146) 10,571,622,721 (2,480,730,188) 911,178,941 (658,869,503) 1,015,738,102 (23,560,423) 46,836,278,315 (30,847,211,045)
1,152,335,319 (1,078,626,958)
4,469,231,856 (3,058,299,318) 73,176,372 (50,699,286)
162,172,707 (170,640,180) 2,098,320 (2,267,876)
15,931,212 (6,266,252) 2,299,063 (3,245,782)
138,075,950 (142,742,897) -
-
46,456,182 (20,828,158) -
93,931,520 (83,207,548) (38,530,311)
6,078,134,746 (4,560,611,311) 77,573,755 (94,743,255)
Non Cash expenditure other than depreciation
-
[a] [c]
Segments have been identified in accordance with Accounting Standards on Segmental Reporting [AS-17] taking into account the organisation structure as well as differential risk and returns of these segments. Business segment has been disclosed as the primary segment. Types of Products and Services in each Business Segment: [ii] [iii] [v] Construction Cement/Cement Products Hotel/Hospitality Power Civil Engineering Construction/EPC Contracts/Expressway Manufacture and Sale of Cement, Clinker and Cement Products Hotels, Golf Course, Resorts and SPA Real Estate Development Generation and Sale of Energy Investments in Subsidiaries and Joint Ventures for Cement, Power, Expressway, Sports etc. Includes Heavy Engineering Works, Hitech Castings, Coal, Waste Treatment Plant etc.
[iv] Real Estate [vi] Investments [vii] Others [d] [e] 32
Segment Revenues, Operating Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis. Segment Assets exclude Miscellaneous Expenditure & Deferred Tax Asset. Segment Liabilities exclude Deferred Tax Liability. In accordance with the Accounting Standard [AS-20] on “Earnings Per Share”, computation of Basic and Diluted Earnings Per Share is as under: 2010-2011 ` [a] Net Profit for Basic Earnings Per Share as per Profit & Loss Account after extraordinary item Add Employee Compensation Expense - [ESPS] [Extraordinary Item] Net Profit for Basic Earnings Per Share as per Profit & Loss Account before extraordinary item Add Adjustment for the purpose of Diluted Earnings Per Share 11,677,869,076 11,677,869,076 242,533 2009-2010 ` 17,083,597,892 2,119,375,000 19,202,972,892 1,383,627
ANNUAL REPORT 2010-11
69
Net Profit for Diluted Earnings Per Share as per Profit & Loss Account after extraordinary item Net Profit for Diluted Earnings Per Share as per Profit & Loss Account before extraordinary item Weighted average number of equity shares for Earnings Per Share computation: [ii] [iii] [iv] [v] Number of Equity Shares at the beginning of the year Number of Shares allotted during the year Weighted average shares allotted during the year Number of potential Equity Shares Weighted average for: [a] [c] [ii] [d] [ii] [e] 33 (a) Basic Earnings Per Share Diluted Earnings Per Share
11,678,111,609 11,678,111,609
17,084,981,519 19,204,356,519
2,124,634,633 1,798,549 1,177,680 88,443,882 2,125,812,313 2,214,256,195 ` 5.49 ` 5.27 ` 5.49 ` 5.27 ` 2.00
1,183,800,579 940,834,054 929,811,772 111,696,159 2,113,612,351 2,225,308,510 ` 9.09 ` 8.63 ` 8.08 ` 7.68 ` 2.00
Earnings Per Share before extraordinary Basic Diluted Basic Diluted
Earnings Per Share after extraordinary
Face Value Per Share Provident Fund - Defined Contribution Plan
All employees are entitled to Provident Fund benefits. ` 26,54,77,875/- [Previous Year ` 23,40,37,877/-] has been debited in the Profit & Loss Account during the year. (b) Gratuity and Leave encashment - Defined Benefit Plans - Provision made as per actuarial valuation. The Company has a Trust namely Jaiprakash Associates Employees Gratuity Fund Trust to manage funds towards Gratuity Liability of the Company. SBI Life Insurance Company Limited and ICICI Prudential Life Insurance Company Limited has been appointed for management of the Trust Fund for the benefit of the employees. (`) Sl No. I Particulars FY 2010-2011 GRATUITY Expenses recognised in the Statement of Profit & Loss Account/IEDC for the year ended 1 2 3 4 5 6 7 8 II Current Service Cost Interest Cost Employee Contribution Expected Return on Plan Assets Actuarial (Gains)/ Losses Past Service Cost Settlement Cost Total Expenses 80,930,146 37,343,501 (46,722,460) 36,692,408 648,424 108,892,019 115,672,968 27,184,624 (43,841,036) 99,016,556 (22,361,217) 67,906,633 79,653,688 174,627,585 57,824,870 32,442,980 77,487,342 17,486,555 LEAVE ENCASHMENT FY 2009-2010 GRATUITY LEAVE ENCASHMENT
Net Asset / (Liability) recognised in the Balance Sheet 1 2 3 4 Present Value of Defined Benefit Obligation Fair Value of Plan Assets Funded Status [Surplus/ [Deficit] Net Asset/ (Liability) 607,757,641 720,265,318 112,507,677 112,507,677 406,904,901 (406,904,901) (406,904,901) 466,793,768 519,138,443 52,344,675 52,344,675 339,807,808 (339,807,808) (339,807,808)
70
Sl No. III
Particulars
FY 2010-2011 GRATUITY LEAVE ENCASHMENT 339,807,808
FY 2009-2010 GRATUITY LEAVE ENCASHMENT 218,581,937
Change in Obligation during the Year 1 Present value of Defined Benefit Obligation at the beginning of the year Current Service Cost Interest Cost Settlement Cost Past Service Cost Employee Contributions Expected Return on Plan Assets Actuarial (Gains) / Losses Benefit Payments Actual return on plan assets Present Value of Defined Benefit Obligation at the end of the year Plan Assets at the beginning of the year Assets acquired on amalgamation in previous year Settlements Expected return on Plan Assets Contribution by Employer Actual Benefit Paid Actual Return on Plan Assets Plan Assets at the end of the year 466,793,768 405,537,254
2 3 4 5 6 7 8 9 10 11 IV
80,930,146 37,343,501 648,424 (46,722,460) 36,692,408 (24,103,482) 56,175,336 607,757,641
115,672,968 27,184,624 (43,841,036) (31,919,463) 406,904,901
57,824,870 32,442,980 (22,361,217) (21,399,275) 14,749,156 466,793,768
77,487,342 17,486,555 79,653,688 (53,401,714) 339,807,808
Change in Assets during the Year 1 2 3 4 5 6 7 8 519,138,443 169,055,021 (24,103,482) 56,175,336 720,265,318 525,788,562 (21,399,275) 14,749,156 519,138,443 -
(c)
Actuarial Assumptions (i) (ii) Discount Rate Mortality 8.00% LIC (1994-1996) Upto 30 years - 2%, 30-44 years - 5%, Above 44 years - 3% 5.50%
(iii) Turnover Rate (iv) Future Salary Increase 34
For the purpose of Regulation 3[e] of the Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers] Regulations, 1997, the “Group” constitute Shri Jaiprakash Gaur, his associates and Companies as disclosed to Stock Exchanges from time to time which include Jaiprakash Associates Limited (JAL), its Subsidiaries given under Sl.No.30(a) & (b) above, its Associates given under Sl.No.30(c) above and Siddharth Utility Private Limited. Figures for the previous year have been regrouped/recast/rearranged wherever considered necessary to conform to this year’s classification. All the figures have been rounded off to the nearest lakh ` except in the Notes to the Account].
35 36
As per our report of even date attached to the Balance Sheet Signatures to Schedules “ A “ to “ S “ For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary
FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman RAHUL KUMAR Director & C.F.O. SHYAM DATT NAILwAL Director [Finance]
ANNUAL REPORT 2010-11
71
BALANCE SHEET ABSTRACT AND COMPANY’s GENERAL BUSINESS PROFILE PURSUANT TO PART-IV OF SCHEDULE-VI TO THE COMPANIES ACT, 1956
I Registration Details: Registration No. Balance Sheet Date Capital raised during the period (Amount in ` Lakhs) Public Issue Bonus Issue * On conversion of Foreign Currency Conversion Bonds (FCCB’s) into Shares. Position of Mobilisation and Deployment of Funds (Amount in ` Lakhs) Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserve & Surplus Secured Loans Unsecured Loans Deferred Tax Liability Application of Funds Net Fixed Assets (including Capital Work-in-Progress) Investments Deferred Tax Asset Net Current Assets Miscellaneous Expenditure Accumulated Losses Performance of Company (Amount in ` Lakhs) Turnover Total Expenditure Profit/Loss Before Tax (+) Profit/Loss After Tax (+) Before Extraordinary Items Basic Earnings Per Share in ` Diluted Earnings Per Share in ` After Extraordinary Items Basic Earnings Per Share in ` Diluted Earnings Per Share in ` Dividend Rate (%) Generic Names of three Principal Products/Services of the Company (as per Monetary terms) Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description 19017 31.03.2011 State Code No. 20
II
36 * Nil
Rights Issue Private Placement Preferential Allotment
Nil Nil Nil
III
3,232,543 3,232,543 42,529 897,208 1,492,962 677,802 122,042 3,232,543 1,830,956 648,375 2,644 750,568 3,232,543 1,383,187 1,207,736 175,451 116,778 5.49 5.27 5.49 5.27 40%
IV
V
252329.01 Portland Cement Not Applicable Civil Construction / EPC Contractors Not Applicable Hotel / Hospitality & Golf Course Not Applicable Real Estate Not Applicable Thermal & Wind Power
FOR AND ON BEHALF OF THE BOARD For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance]
72
CASH FLOw STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011 2010-2011 ` Lakhs (A) CASH FLOw FROM OPERATING ACTIVITIES: Net Profit before Tax as per Profit & Loss Account Add back: (a) (b) (c) (d) (e) Depreciation Miscellaneous Expenses (Amortized) Interest on Borrowings Employee Compensation Expense [ESPS] Loss on sale of Assets [Net] 60,781 774 139,418 179 201,152 376,603 Deduct: (a) (b) (c) (d) (e) Interest Income Dividend Income Profit on Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] Profit on Sale/Redemption of Preference Shares/Mutual Funds Other Income (12,233) (10,179) (51,316) (180) (710) (74,618) 301,985 (11,282) (11,896) (52,560) (59,054) (18,068) (152,860) Add: Increase in Trade Payables & Other Liabilities Cash Generated from Operations Deduct: Tax Paid [except Tax paid on Profit on sale of Equity Shares] CASH INFLOw / (OUTFLOw) FROM OPERATING ACTIVITIES (B) CASH FLOw FROM INVESTING ACTIVITIES: Outflow: (a) (b) (c) Purchase of Fixed Assets (including CWIP) Purchase of Investments in Equity Shares [including Share Application Money] Purchase of Investments in units of Mutual Fund/ Exchange Traded Funds (468,299) (94,168) (308,473) (116,742) “A” (28,367) 120,758 (27,068) 18,532 149,125 54,462 45,600 (32,501) (62,998) (126,299) (50,683) (272,481) (12,000) (3,090) (131,635) (849) (399) (147,973) 263,619 45,606 948 105,579 21,194 98 173,425 411,592 175,451 238,167 2009-2010 ` Lakhs
Operating Profit before Working Capital Changes Deduct: (a) (b) (c) (d) (e) Increase in Inventories Increase in Projects under Development Increase in Sundry Debtors Increase in Loans and Advances Decrease in Trade Payables & Other Liabilities
(292,969) (855,436)
(179,144) (604,359) 821 149,185 168,079 10,244 3,090 373,744 (10,228) 399 331,818 (22,371) (294,912)
Inflow: (a) (b) (c) (d) (e) (f) Sale/Transfer of Fixed Assets (including CWIP) Sale/Redemption of Investments in Preference Shares/Mutual Fund Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] Interest Received Dividend Received Other Income 2,320 290,568 57,316 12,651 10,179 710
Deduct: Tax Paid on Profit on Sale of Equity Shares NET CASH USED IN INVESTING ACTIVITIES “B” (491,920)
ANNUAL REPORT 2010-11
73
2010-2011 ` Lakhs (C) CASH FLOw FROM FINANCING ACTIVITIES: Inflow: (a) (b) (c) (d) Increase in Share Capital (Refer Note No.3) Increase in Security Premium (Refer Note No.3) Increase in Borrowings (Net of Repayments) Capital Reserve on Buy back of Foreign Currency Convertible Bonds 36 1,304 379,893 381,233 Outflow: (a) (b) Interest paid Dividend Paid (including Tax on Dividend) “C” “A+B+C” (131,619) (20,117) (151,736) NET CASH FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AS AT 01.04. (OPENING BALANCE) CASH AND CASH EQUIVALENTS AS AT 31.03. (CLOSING BALANCE) Notes: 1. Cash and Cash Equivalents: Cash-in-hand and Balances with Scheduled Banks in Rupees [including ` 1138 Lakhs lying in Unpaid Dividend Account (Previous Year ` 867 Lakhs) which are not available for use by the Company]. Cash-in-hand and Balances with Non Scheduled Banks in Foreign Currency [including Iraqi Dinars 27,377 Million (equivalent to ` 9.63 Lakhs) which are not available for use by the Company] 2. 3. 246,132 229,497 (141,665) 387,918 246,253 (98,059) (17,551) 311 8,348 480,254 136
2009-2010 ` Lakhs
489,049
(115,610) 373,439 97,059 290,859 387,918
387,657
121
261
Against the working capital cash credit limit of ` 26,300 Lakhs (Previous year ` 26,300 Lakhs) sanctioned by the Banks the outstanding balance as on 31st March, 2011 is ` 20,814 Lakhs (Previous Year ` 15,150 Lakhs) Increase in Share Capital & Share Premium is on account of (i) (ii) Conversion of Foreign Currency Convertible Bonds into Equity Shares. Correspondingly, the Borrowings have been decreased. Issue of Equity Shares under ESPS Scheme.
4. 5.
Direct Taxes paid are treated as arising from Operating Activities (except relating to sale of Equity Shares) and are not bifurcated between Investing and Financing activities. Previous year figures have been regrouped/rearranged wherever necessary.
FOR AND ON BEHALF OF THE BOARD For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance]
74
ANNEXURE TO THE BALANCE SHEET AS AT 31ST MARCH, 2011 STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO COMPANY’S INTEREST IN THE SUBSIDIARY COMPANIES
Jaiprakash Power Ventures Limited [JPVL] [A] 31.03.2011 31.03.2011 [C] 31.03.2011 [D] 31.03.2011 Jaypee Ganga Infrastructure Corporation Limited Bhilai Jaypee Cement Limited Jaypee Infratech Limited Jaypee Gujarat Jaypee Cement & Power Grid Ltd. [Subsidiary of Infrastructure JPVL] Limited [E] [F] 31.03.2011 31.03.2011 Himalayan Expressway Limited [G] 31.03.2011
01
Name of Subsidiary Company
02 03
04 05
1783000600* 67.93% 04.03.1995
271,350,000 100.00% 2,946,500,000 18.03.2008
149,450,400 74.00% 11.04.2007
1,155,000,000 83.16% 05.04.2007
543,160 74.00% 111,198,400 26.12.2007
185,000,000 74.00% 30.01.2007
118,090,000 100.00% 25.05.2007
` 11222 Lakhs ` 52479 Lakhs
-
(` 8177 Lakhs) ` 119336 Lakhs (` 357 Lakhs) ` 61720 Lakhs
-
(` 136 Lakhs) -
-
` 11665 Lakhs
-
-
` 8662 Lakhs -
-
-
-
06
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial Year of the Subsidiary Company ended on Number of Shares held by Jaiprakash Associates Limited and its nominees in the Subsidiaries Companies at the end of the financial year of the Subsidiary Companies (i) Equity Shares of ` 10/- each - fully paid-up (ii) Extent of holding (iii) Share Application Money (`) Date from which it became Subsidiary Company The net aggregate of Profit / (Loss) of the Subsidiary Companies as far as it concerns the members of the Holding Company: (i) Not dealt with in the Holding Company’s Accounts: (a) For the Financial Year of the Subsidiary (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary (ii) Dealt with in the Holding Company’s Accounts: (a) For the Financial Year of the Subsidiary (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary Changes in the interest of Jaiprakash Associates Limited between the end of the Subsidiary’s Financial Year and 31st March, 2011 Number of Shares acquired Material changes between the end of the Subsidiary’s Financial Year and 31st March, 2011 (i) Fixed Assets (Net Addition) (Capital Work-in-Progress) (ii) Investments (iii) Moneys lent by the Subsidiary (iv) Moneys borrowed by the Subsidiary Company other than for meeting Current Liabilities
ANNUAL REPORT 2010-11
75
76
Jaypee Sports International Limited [P] Bokaro Jaypee Sangam Jaypee Arunachal Power Cement Power Limited Generation Limited [Subsidiary of Co. Limited JPVL] [Subsidiary of JPVL] [J] [K] 31.03.2011 31.03.2011 31.03.2011 6,765,000 100.00% 1,000,000 03.06.2010 Prayagraj Jaypee Power Meghalaya Generation Power Limited Co. Limited [Subsidiary of [Subsidiary of JPVL] JPVL] [L] [M] 31.03.2011 31.03.2011 Jaypee Agra Vikas Limited Jaypee Cement Corporation Limited Jaypee Fertilizers & Industries Limited** FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman RAM BAHADUR SINGH C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. SHYAM DATT NAILwAL Director [Finance]
ANNEXURE TO THE BALANCE SHEET AS AT 31ST MARCH, 2011 STATEMENT PURSUANT TO SECTION 212 OF THE COMPNIES ACT, 1956 RELATING TO COMPANY’S INTEREST IN THE SUBSIDIARY COMPANIES
01 Name of Subsidiary Company
[H] [N] [O] 02 Financial Year of the Subsidiary Company ended on 31.03.2011 31.03.2011 31.03.2011 03 Number of Shares held by Jaiprakash Associates Limited and its nominees in the Subsidiaries Companies at the end of the financial year of the Subsidiary Companies 499,877,000 56,866,146 200,000,000 551,977,200 509,189,800 50,000 273,800,000 13,000,000 (i) Equity Shares of ` 10/- each - fully paid-up (ii) Extent of holding 90.56% 74.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 750,000,000 418,438,540 - 1,690,000,000 49,500,000 3,100,000,000 750,000,000 (iii) Share Application Money (`) 04 Date from which it became Subsidiary Company 07.03.2008 13.03.2008 23.04.2008 23.07.2009 23.07.2009 26.08.2010 16.11.2009 22.02.2011 05 The net aggregate of Profit / (Loss) of the Subsidiary Companies as far as it concerns the members of the Holding Company: (i) Not dealt with in the Holding Company’s Accounts: (` 2 Lakhs) (` 200 Lakhs) (` 2333 Lakhs) (a) For the Financial Year of the Subsidiary - (` 25 Lakhs) (` 99 Lakhs) - (` 126 Lakhs) (` 7 Lakhs] (` 6 Lakhs] (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary (` 182 Lakhs) (ii) Dealt with in the Holding Company’s Accounts: (a) For the Financial Year of the Subsidiary (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary 06 - Changes in the interest of Jaiprakash Associates Limited between the end of the Subsidiary’s Financial Year and 31st March, 2011 Number of Shares acquired - Material changes between the end of the Subsidiary’s Financial Year and 31st March, 2011 (i) Fixed Assets (Net Addition) (Capital Work-in-Progress) (ii) Investments (iii) Moneys lent by the Subsidiary (iv) Moneys borrowed by the Subsidiary Company other than for meeting Current Liabilities * Jaypee Karcham Hydro Corporation Limited & Bina Power Supply Company Limited merged with Jaiprakash Power Ventures Limited [JPVL] w.e.f 01.04.2010. The Shares in merged entity yet to be credited. However the shares are taken into consideration in computing % of shares held in JPVL. ** First financial year of the Company will be ending in 31.08.2011.
As per our report of even date attached to the Balance Sheet
Signatures to Schedules “ A “ to “ S “
For M.P. Singh & Associates Chartered Accountants
M.P. SINGH Partner M.No.1454, Firm Regn No.002183C
Place : Noida Dated : 12th August, 2011
GOPAL DAS BANSAL Sr. Vice-President [Accounts]
AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF JAIPRAKASH ASSOCIATES LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF JAIPRAKASH ASSOCIATES LIMITED AND ITS SUBSIDIARIES
The Board of Directors Jaiprakash Associates Limited 1. We have audited the attached Consolidated Balance Sheet of Jaiprakash Associates Limited and its subsidiaries, as at 31st March 2011, and also the Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Jaiprakash Associates Limited management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing by accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs. 37,130.99 Crores as at 31st March 2011, the total revenues of Rs. 3,972.24 Crores and total cash flows amounting to Rs. 186.20 Crores for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us. Our opinion is based solely on the report of other auditors.
4.
We report that the consolidated financial statements have been prepared by the Jaiprakash Associates Limited management in accordance with the requirements of Accounting Standards (AS) 21 ‘Consolidated Financial Statements’, and Accounting Standards (AS) 23 ‘Accounting for Investments in Associates in Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Consolidated Balance Sheet, of the state of affairs of Jaiprakash Associates Limited and its subsidiaries as at 31st March, 2011; (b) in the case of the Consolidated Profit and Loss Account, of the profit of Jaiprakash Associates Limited and its subsidiaries for the year ended on the date; and (c) in the case of the Consolidated Cash Flow Statement, of the cash flows of Jaiprakash Associates Limited and its subsidiaries for the year ended on that date. For M.P. SINGH & ASSOCIATES Chartered Accountants Firm Regn.No.002183C
5.
2.
3.
Place : Noida Dated :12 August 2011
(CA M.P. SINGH) Partner M.No.1454
ANNUAL REPORT 2010-11
77
CONSOLIDATED BALANCE SHEET
SCHEDULE SOURCES OF FUNDS SHAREHOLDERS FUNDS Share Capital Reserves and Surplus MINORITY INTEREST (in Subsidiaries) Share Capital Share Capital Suspense Reserves and Surplus Share Application Money DEFERRED REVENUE LOAN FUNDS Secured Loans Unsecured Loans DEFERRED TAX LIABILITY TOTAL FUNDS EMPLOYED APPLICATION OF FUNDS FIXED ASSETS Gross Block Less: Depreciation Net Block Capital Work-in-Progress [Including Incidental Expenditure Pending Allocation] INVESTMENTS DEFERRED TAX ASSET CURRENT ASSETS, LOANS & ADVANCES CURRENT ASSETS Inventories Projects under Development Sundry Debtors Cash and Bank Balances Other Current Assets Loans & Advances LESS: CURRENT LIABILITIES & PROVISIONS Current Liabilities Provisions NET CURRENT ASSETS MISCELLANEOUS EXPENDITURE TOTAL APPLICATION OF FUNDS Accounting Policies and Notes to the Consolidated Accounts As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. F 1,993,552 349,349 1,644,203 2,565,592 G H 166,889 543,106 267,115 681,860 12,966 608,865 2,280,801 I 686,188 149,601 835,789 J T FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance] 1,445,012 57 5,971,199 516,644 90,723 607,367 1,378,353 3,341 4,601,563 141,591 380,696 145,168 848,519 12,764 456,982 1,985,720 4,209,795 311,112 5,223 1,848,684 284,687 1,563,997 1,545,929 3,109,926 105,864 4,079 C D E 3,524,802 919,699 As At 31.03.2011 ` Lakhs As At 31.03.2010 ` Lakhs
A B
42,529 1,035,382 92,142 34,408 140,211 24,000
1,077,911
42,493 811,534 67,940 30,991 1,708
854,027
290,761 31,302
100,639 23,397
4,444,501 126,724 5,971,199
2,616,081 911,027
3,527,108 96,392 4,601,563
78
CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED
SCHEDULE INCOME Cement Sales [Gross] Less: Excise Duty on Sales Construction Revenue Real Estate/ Infrastructure Revenue Hotel/Hospitality Revenue Sale of Energy Sale of VERs Asbestos Sheets Sales [Gross] Less: Excise Duty on Sales Other Revenue EXPENDITURE (Increase)/Decrease in Stocks & Work -in-Progress Manufacturing, Construction, Real Estate , Infrastructure, Hotel/ Hospitality & Power Expenses Excise Duty on Stocks Personnel Selling & Distribution Expenses Other Expenses Interest Depreciation N O P Q L M (29,489) 455,735 3,836 52,493 111,543 57,846 187,469 64,635 904,068 310,229 Adjustment of Tariff for FY 04 to FY 08 Prior Period Adjustments [Net] Profit before Tax Provision for Taxation Current Tax Deferred Tax Excess Provision for Income Tax in Earlier Years Reversed Net Profit after Tax and before Minority Interest and Share in Earnings of Associates Minority Share Holders Interest Share in Earnings of Associates Net Profit for the Period Profit brought forward from Previous Year Profit Available for Appropriation Less: Dividend Paid Pertaining to Previous year Less: Transferred to Reserve for Redemption Premium on Foreign Currency Convertible Bonds Less:Transferred to Debenture Redemption Reserve Less:Transferred to General Reserve Add: Tax on Proposed Final Dividend Reversed 75,116 29,159 (1,409) 102,866 205,903 (26,536) (85) 179,282 166,200 345,482 11 17,200 76,523 15,300 59,144 23,351 82,495 118,184 (6,266) 111,918 152,192 264,110 1 11,975 47,986 24,000 396 (1,002) (458) 308,769 10,091 243,445 2,268 59,409 60,459 57,709 128,638 47,220 609,239 201,272 (593) 200,679 K 9,078 837 8,241 88,363 1,214,297 157,956 810,511 562,133 60,262 501,871 85,015 427,658 17,629 81,699 3,821 392,173 40,218 351,955 131,864 67,565 15,122 73,707 4,111 8,793 (562) 2010-2011 ` Lakhs 2009-2010 ` Lakhs
ANNUAL REPORT 2010-11
79
SCHEDULE Add: Final Dividend Received by Jaiprakash Enterprises Limited [Transferor Company] Add: Final Dividend Transferred from Trusts Add: Minority Shareholders Interest for Appropriation Less:Interim Dividend Less:Interim Dividend received by Trusts Tax on Interim Dividend Proposed Final Dividend Tax on Proposed Final Dividend Balance carried to Balance Sheet Accounting Policies and Notes to the Consolidated Accounts T 10,260 (757) 1,730 9,675 2,506
2010-2011 ` Lakhs 1,022 26,536 7,571 (682) 1,287 11,473 23,414 240,592 1,906
2009-2010 ` Lakhs 240 705 6,266
21,555 166,200
Earnings Per Share [EPS] [Face Value of ` 2/- per Share] [Refer Schedule “T” of Sl.No.14] Before Extraordinary Items Basic Earnings per Share Diluted Earnings per Share After Extraordinary Items Basic Earnings per Share Diluted Earnings per Share 8.43 8.10 5.30 5.03 8.43 8.10 6.30 5.98
As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary
FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman RAHUL KUMAR Director & C.F.O. SHYAM DATT NAILwAL Director [Finance]
80
As at 31.03.2011 ` Lakhs CONSOLIDATED SCHEDULE “A” SHARE CAPITAL Authorised 12,34,40,00,000 Equity Shares of ` 2/- each (12,34,40,00,000) 31,20,000 Preference Shares of ` 100/- each (31,20,000) Issued, Subscribed and Paid-up 2,126,433,182 Equity Shares of ` 2/- each fully paid up comprising of (2,124,634,633) 860,865,055 Equity Shares allotted for consideration other than cash (860,865,055) in terms of the Scheme of Amalgamation effective from 11.03.2004; 20,219,850 20,219,850 173,178,150 (171,379,601) Equity Shares allotted for cash under “Jaypee Employees Stock Purchase Scheme 2002”; Equity Shares allotted for cash on conversion of Foreign Currency Convertible Bonds;
As at 31.03.2010 ` Lakhs
246,880 3,120 250,000
246,880 3,120 250,000
124,378,825 Equity Shares allotted in terms of Scheme of Amalgamation (124,378,825) effective from 22.08.2006 ; 10,000,000 Equity Shares allotted for cash to Promoters on Preferential (10,000,000) Basis; 218,010,985 (218,010,985) 12,500,000 (12,500,000) Equity Shares allotted pursuant to Scheme of Amalgamation effective from 27.05.2009; Equity Shares allotted for cash under “Jaypee Employees Stock Purchase Scheme 2009” and 42,529 42,529 42,493 42,493
707,280,317 Equity Shares allotted as Bonus Shares. (707,280,317)
CONSOLIDATED SCHEDULE “B” RESERVES AND SURPLUS General Reserve As per last Balance sheet Add : Transfer from Profit & Loss Account / Debenture Redemption Reserve Add: Adjustment * Capital Redemption Reserve As per last Balance sheet Debenture Redemption Reserve As per last Balance sheet Add : Transfer from Profit and Loss Account Less : Transfer to General Reserve Revaluation Reserve As per last Balance sheet Less: Revaluation Reserved on Lease-hold Land Reversed Less: Depreciation adjusted on Revalued Assets Capital Reserve As per last Balance sheet Add : Gain on buy back of Foreign Currency Convertible Bonds Add : Addition during the year Securities Premium Account As per last Balance sheet Add : Shares Issued under Employees Stock Purchase Scheme,2009 243,476 238,778 28,444 32,736 63,340 96,076 11,156 136 21,444 32,736 30,390 9,835 301 20,254 30,729 339 30,390 97,802 76,523 12,500 161,825 49,816 47,986 97,802 113 113 170,841 27,800 27 198,668 141,289 24,000 5,552 170,841
ANNUAL REPORT 2010-11
81
CONSOLIDATED SCHEDULE “B” (Contd.) Add : On conversion of Foreign Currency Convertible Bonds into Shares Add : Premium on issue of Shares Less: Premium payable on Redemption of Debentures Less: Goodwill Written off as per Scheme of Amalgamation Less: Issue of Bonus Shares Less: Pre IPO Expenses Reserve for Premium on Foreign Currency Convertible Bonds As per last Balance sheet Add : Provided for the Year Share Forfeited Account As per last Balance sheet Capital Reserve on Consolidation Less Goodwill arising on Consolidation adjusted Surplus As per Profit & Loss Account Less: Minority Share Holders Interest in Reserve & Surplus *Adjustment is on account of Madhya Pradesh Jaypee Minerals Limited extinguishing as subsidiary of the Company. [Previous Year - on account of Goodwill written off in earlier years now reversed]. 240,592 1,175,593 140,211 1,035,382 166,200 842,525 30,991 811,534 64,663 16,358 48,305 1 85,800 21,137 64,663 1 36,303 17,200 53,503 24,328 11,975 36,303 1,304 148,707 28,570 8,661 356,256 1,098 10,698 14,146 243,476
CONSOLIDATED SCHEDULE “C” DEFERRED REVENUE Advance against depreciation As per last Balance Sheet Add: Addition during the Year Add : Prior Period Adjustments CONSOLIDATED SCHEDULE “D” SECURED LOANS A. NON CONVERTIBLE DEBENTURES B. TERM LOANS 1. From Financial Institutions (a) In Rupees (b) In Foreign Currency 2. From Banks (a) In Rupees (b) In Foreign Currency 3. 4. From Others Buyers Credit 2,422,385 21,706 36,680 6,412 2,661,317 C. WORKING CAPITAL LOANS From Banks For Working Capital In Rupees 29,166 22,716 1,827,997 73,243 16,545 8,012 2,112,153 165,142 8,992 174,134 175,764 10,592 815,757 468,488 23,397 7,905 31,302 15,867 7,905 (375) 23,397
82
CONSOLIDATED SCHEDULE “D” (Contd.) D. ADVANCES FROM CLIENTS FROM GOVERNMENT DEPARTMENTS, PUBLIC SECTOR UNDERTAKINGS & OTHERS Secured against hypothecation of Construction Material and Plant & Machinery Interest Bearing E. LOAN FROM STATE GOVERNMENT [INTEREST FREE] CONSOLIDATED SCHEDULE “E” UNSECURED LOANS A. Foreign Currency Convertible Bonds B. Foreign Currency Loans from Banks [ECB] ECB [USD] ECB [GBP] ECB [CAD] C. Non Convertible Debentures [Repayable within one year - ` NIL ( Previous Year ` 14,216 Lakhs)] D. Short Term Loans From Financial Institutions From Banks From Others [Repayable within one year - ` 49,557 Lakhs; Previous Year ` 126,875 Lakhs)] E. Sales Tax Deferment Loan F. Commercial Papers [Maximum Amount outstanding during the Year ` 150,000 Lakhs] (Repayable within one year - ` 100,000 Lakhs; Previous Year ` 50,000 Lakhs) G. Bills Discounting (Repayable within one year - ` 32,725 Lakhs; Previous Year ` 19,684 Lakhs) H. Fixed Deposit Scheme (Repayable within one year - ` 52,974 Lakhs; Previous Year ` 52,629 Lakhs) I. From Others (Including Deposits from Stockists & Sales Promoters )
As At 31.03.2011 ` Lakhs
As At 31.03.2010 ` Lakhs
606 17,956 3,524,802
606 12,118 2,616,081
250,502 105,362 22,348 23,085 150,795 124,379 22,566 23,310
254,448
170,255 14,216
74,557 1,000 75,557
20,000 116,875 1,000 137,875
2,012 100,000
186 50,000
32,725
19,684
184,405
140,483
123,703 919,699
123,880 911,027
ANNUAL REPORT 2010-11
83
CONSOLIDATED SCHEDULE “F” - FIXED ASSETS
Particulars As on 01.04.2010 GROSS BLOCK Addition Sale/Transfer/ during the Discard/ year Adjustment during the year As on 31.03.2011 Upto 31.03.2010 DEPRECIATION For the Sale/ year Adjustment Upto 31.03.2011
` Lakhs
NETBLOCK As on As on 31.03.2011 31.03.2010
Goodwill on Amalgamation Land (a) Leasehold Land (b) Freehold Land Building Purely Temporary Erections Plant & Machinery Captive Thermal Power Plant Hydraulic Works Wind Turbine Generators Railway siding Golf Course Miscellaneous Fixed Assets (Hotel) Motor Vehicles Furniture & Office Equipment Ships:Boat Aeroplane / Helicopter Capital Assets - Not owned by the Company (Roads) Mining Rights Technical Books Intangible Assets - Deferred Revenue Expenditure - Fees Paid to Franchiser - Software PREVIOUS YEAR CAPITAL wORK-IN-PROGRESS
106,979 122,113 40,787 183,202 6,482 1,042,776 113,443 135,929 26,126 11,618 3,710 3,790 12,615 20,876 9 11,050 269 450 3 4,800 22 1,635 1,848,684 1,225,155
13,215 11,124 61,648 151 169,939 565 587 2,759 151 2,788 5,355 29 2,373 652 271,336 653,878
106,979 14,016 233 933 3,141 26 413 273 1 450 3 126,468 30,349
121,312 51,678 243,917 6,633 1,209,574 114,008 135,929 26,713 14,377 3,710 3,915 14,990 25,958 37 13,423 269 4,800 22 2,287 1,993,552 1,848,684
10,698 134 11,938 5,768 197,573 14,082 17,759 3,524 1,893 1,377 1,582 5,517 8,750 3 1,777 269 3 1,591 16 433 284,687 225,642
589 4,451 864 53,932 6,444 3,684 1,381 598 176 173 989 1,752 1 702 270 4 286 76,296 68,597
10,698 39 445 10 262 176 1 3 11,634 9,552
723 16,350 6,632 251,060 20,526 21,443 4,905 2,491 1,553 1,745 6,244 10,326 3 2,479 269 1,861 20 719 349,349 284,687
120,589 51,678 227,567 1 958,514 93,482 114,486 21,808 11,886 2,157 2,170 8,746 15,632 34 10,944 2,939 2 1,568 1,644,203 1,563,997 2,565,592
96,281 121,979 40,787 171,264 714 845,203 99,361 118,170 22,602 9,725 2,333 2,208 7,098 12,126 6 9,273 450 3,209 6 1,202 1,563,997 999,513 1,545,929
Note: Depreciation for the year, includes ` 11,456 Lakhs [Previous ` 9,119 Lakhs] on assets used for Projects under implementation and shown in Schedule “S” Expenditure During Construction Period. [ii] Sale/Transfer/Disposal of Leasehold Land for the year include ` 2850 Lakhs transferred to Projects Under Development as shown under Schedule “R” and also includes ` 9835 Lakhs being reversal of Revaluation Reserve on the Land transferred to Project Under Development. [iii] Capital Work-in-progress of ` 25,65,592 Lakhs is after transfer of ` 11335 Lakhs to Projects Under Development as shown under Schedule “R” . CONSOLIDATED SCHEDULE “G” As at 31.03.2011 ` Lakhs INVESTMENTS (AT COST) Other Investments (A) INVESTMENT IN ASSOCIATE COMPANIES In EQUITY SHARES - Unquoted , fully paid up (i) 10,000 Equity Shares of Jaiprakash Kashmir Energy Limited (10,000) of ` 10/- each (ii) 50,000 Equity Shares of Indesign Enterprises (P) Limited Cyprus (50,000) of Cyprus Pound 1/- each (iii) 736,620 Equity Shares of RPJ Minerals Private Limited (736,620) of ` 10/- each (iv) 23,575 Equity Shares of Sonebhadra Minerals Private Limited (23,575) of ` 10/- each (v) 10,500,000 Equity Shares of Madhya Pradesh Jaypee Minerals Limited of ` 10/- each (vi) 490,000 Equity Shares of MP Jaypee Coal Fields Limited (490,000) of ` 10/- each (vii) 4,900,000 Equity Shares of MP Jaypee Coal Limited (4,900,000) of ` 10/- each As at 31.03.2010 ` Lakhs
1 72 36 16 993 45 490 1,653
1 72 1,213 633 -
49 490 2,458
84
(Contd.) (i) (ii) (iii) (iv) (v) (vi) (vii) OTHER INVESTMENTS [a] In EQUITY SHARES - Quoted , fully paid up 15,350 Equity shares of Capital Trust Limited (15,350) of ` 10/- each 100 Equity Shares of IFCI Limited ` 10/(100) each (` 3,500/-) 721,600 Equity Shares of Indian Overseas Bank (721,600) Limited of ` 10/- each 165,900 Equity Shares of PNB Gilts Limited (165,900) of ` 10/- each 25,000 Equity Shares of Tourism Finance Corporation of (25,000) India Limited of ` 10/- each 868,000 Equity Shares of Sumeru Industries Limited (868,800) of ` 1/- each 20,000 Equity Shares of Saket Projects Limited (20,000) of ` 10/- each In EQUITY SHARES - Unquoted , fully paid up 5 Equity Shares of Makers Chamber VI Premises (5) Co-operative Society Limited, Bombay of ` 50/- each [` 250] 5 Equity Shares of Sanukt Members Association (5) of ` 100/- each [` 500] 2,035,000 Equity Shares of Jaypee DSC Ventures Limited (2,035,000) of ` 10/- each 840,000 Equity Shares of UP Asbestos Limited (840,000) of ` 10/- each [` 1] 6,765,000 Equity Shares of Jaypee Fertilizers & Industries Limited (-) of ` 10/- each - Equity Shares of Jaypee Agra Vikas Limited (50,000) of ` 10/- each BULLION Gold [27 kgs] INTEREST IN BENEFICIARY TRUST JHL Trust JCL Trust GACL Trust JEL Trust JPVL Trust IN UNITS OF EXCHANGE TRADED FUNDS, Quoted [Refer Schedule “T” of Sl.No.09(I) ] IN UNITS OF MUTUAL FUNDS , Unquoted [Refer Schedule “T” of Sl.No.09(II)] SHARE APPLICATION MONEY Jaypee Kashmir Energy Limited RPJ Minerals Pvt Ltd. Jaypee Agra Vikas Limited Madhya Pradesh Jaypee Minerals Limited [Associate Company] Jaypee Fertilizers & Industries Limited
As at 31.03.2011 ` Lakhs
As at 31.03.2010 ` Lakhs
2 72 50 5 6 2 137
2 72 50 5 6 2 137
(i)
204 677 -
204 881 5 209
(ii) (iii) (iv) (v) (vii)
(C) [D] (i) (ii) (iii) (iv) (v) [E] [F] [G] (i) (ii) (iii) (iv) (v)
260 4,603 33,105 19,606 3,085 198,594 4,603 33,105 19,606 3,085 -
260
258,993 21,408 22,108
60,399 5,520 35,415
101 50 5,511 10
5,672 311,112
101 50 1,315 -
1,466 105,864
Note: 1. Aggregate cost of Quoted Investments in Equity Shares [Market Value ` 1094 Lakhs Previous Year ` 721 Lakhs) Quoted Investments in Units of Exchange Traded Funds (Market Value ` 23405 Lakhs (Previous Year ` 5430 Lakhs)) Unquoted 2. Except investments in Units of Mutual Funds, Exchange Traded Funds , all investments are Non Trade, Long term Investments. 3. Since the Market Rate of Saket Project Limited was not available in any of the Stock Exchanges, Market Value has been considered equivalent to Face Value.
137 21,408 283,895
132 5,520 98,746
ANNUAL REPORT 2010-11
85
As at 31.03.2011 ` Lakhs CONSOLIDATED SCHEDULE “H” CURRENT ASSETS, LOANS & ADVANCES A. CURRENT ASSETS 1. INVENTORIES (As per inventories taken valued and certified by the Management) (a) Stores and Spare Parts (at cost) (b) Construction Materials (at cost) (c) Raw Materials - Cement Division (at cost) (d) Raw Materials - Asbestos Sheets (at cost) (e) Finished Goods - Cement Division (at estimated cost or net realisable value whichever is lower) (f) Finished Goods - Asbestos Sheets (at estimated cost or net realisable value whichever is lower) (g) Food and Beverage (at cost) (h) Stock in Process - Cement Division (at estimated cost) (i) Stock in Process - Asbestos Division (at estimated cost) (j) Work-in-Progress- Construction Division (at estimated cost) (k) Goods in Transit (at Cost) 2. PROJECTS UNDER DEVELOPMENT [at cost] [Refer Schedule R] 3. SUNDRY DEBTORS (Unsecured, considered good) (a) Debts outstanding for a period exceeding six months (i) From Overseas Works Less: Provision for writing of Iraq Claims (ii) From Others (iii) Considered Doubtful Less: Provision for Bad & Doubtful Debts (b) Other Debts 4. CASH AND BANK BALANCES (a) Cash,Cheques in hand & in transit (b) Balances with Scheduled Banks (i) In Current & Cash Credit Account (ii) In Fixed Deposits Account [Fixed Deposits of ` 10864 Lakhs (Previous Year ` 12396 Lakhs) pledged as Margin Money with Banks & Others] (iii) Balance in Dividend Account (c) Balance with Non-Scheduled (Foreign) Banks (i) In Current Account (d) In Trust & Retention Account (i) In Current Account (i) In Fixed Deposit Account 5. OTHER CURRENT ASSETS (a) Interest accrued on Fixed Deposits & Others [From Banks ` 6934 Lakhs (Previous Year ` 3609 Lakhs)] (b) Deferred Receivable
As at 31.03.2010 ` Lakhs
59,873 41,080 3,727 699 20,630
62,819 41,642 3,638 897 13,474
656
669
195 31,758 321 6,753 1,197 166,889 543,106
139 9,757 361 6,027 2,168 141,591 380,696
10,163 (10,163) 170,090 142 (142)
170,090 97,025 4,403
267,115
10,163 (10,163) 42,162 148 (148) 103,006 10,759 118,888 698,490
145,168
159,538 455,754
1,353
616,645 121
1,062 261 4,381 14,678 7,223
32,049 28,642
60,691 8,539
681,860
848,519
4,427
12,966 1,671,936
5,541
12,764 1,528,738
86
CONSOLIDATED SCHEDULE “H” (Contd.) B. LOANS AND ADVANCES (Unsecured, Considered Good) Advances to Suppliers, Contractors, Sub-Contractors & Others Advances for Land Staff Imprest and Advances Claims and Refunds Receivable Prepaid Expenses Deposits with Govt. Deptts.Public Bodies and others (a) Govt. Deptts.& Public Bodies (b) Others (i) Real Estate (ii) Others Work Contract Tax/ Sales Tax Recoverable Advance Tax & Income Tax deducted at source GRAND TOTAL CONSOLIDATED SCHEDULE “ I “ CURRENT LIABILITIES AND PROVISIONS A. CURRENT LIABILITIES Sundry Creditors (a) Due to Micro, Small and Medium Enterprises (b) Others Advance from Customers (a) Real Estate (b) Others Due to Staff Due to Directors Adjustable Receipts against Contracts (Against Bank Guarantees) (a) Interest Bearing (b) Non Interest Bearing Other Liabilities Expenses Payable Interest accrued but not due on loans Investor Education and Protection Fund: (Appropriate amounts shall be transferred to “Investor Education and Protection Fund” if and when due) Unclaimed Dividend B. PROVISIONS For Taxation For Gratuity For Provident Fund For Leave Encashment For Premium on Redemption of Debentures For Proposed Final Dividend For Tax on Proposed Final Dividend GRAND TOTAL CONSOLIDATED SCHEDULE “J “ MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) Preliminary Expenses Share & Debenture Issue Expenses
As at 31.03.2011 ` Lakhs
As at 31.03.2010 ` Lakhs
135,792 63,668 944 61,662 19,324 43,156 148,870 716 35,227 120,001 487
133,504 23,276 1,061 48,075 14,323
192,742 12,445 122,288 608,865 2,280,801
155,715 6,170 74,858 456,982 1,985,720
-
-
225,287 321,407 9,801
225,287
157,877 246,626 7,711
157,877
331,208 8,856 42
254,337 7,437 44
21,256 4,269
25,525 62,520 166 31,231
14,203 4,712
18,915 52,799 1,517 22,656
1,353 686,188 103,231 342 767 4,510 28,570 9,675 2,506 149,601 835,789
1,062 516,644 72,869 115 655 3,705 11,473 1,906 90,723 607,367
57 57
455 2,886 3,341
ANNUAL REPORT 2010-11
87
2010-2011 ` Lakhs CONSOLIDATED SCHEDULE ‘’K” OTHER REVENUE Dividends from Non Trade Investments Dividends from Trade Investments [Mutual Funds] [Current Investments] Rent Machinery Rentals Profit on Sale of Equity Shares [Previous Year Profit on sale of shares held in beneficiary Trusts] Profit on Sale/Redemption of Preference Shares/ Mutual Funds Foreign Currency Exchange Rate Difference Interest (including ` 22,179 Lakhs from Banks), (TDS ` 2,289 Lakhs) Miscellaneous CONSOLIDATED SCHEDULE “L” (INCREASE) / DECREASE IN STOCKS & wORK IN PROGRESS OPENING STOCK Finished Goods Stock-in-process Opening Stock of new Subsidiary LESS:CLOSING STOCK Finished Goods Stock-in-process WORK-IN-PROGRESS- CONSTRUCTION DIVISION Opening Work-in-Progress Less: Closing Work-in-Progress 6,027 6,753 (726) (29,489) CONSOLIDATED SCHEDULE “M” MANUFACTURING ,CONSTRUCTION, REAL ESTATE INFRASTRUCTURE, HOTEL/ HOSPITALITY & POwER EXPENSES Raw Materials Consumed -Cement Division Raw Materials Consumed -Asbestos Sheets Construction Expenses Excise Duty on Clinkers Real Estate Infrastructure Expenses O & M charges for ICF to SJVNL Consumption of Food & Beverages etc. Hotel & Golf Course Operating Expenses Hire Charges & Lease Rentals of Machinery Power, Electricity & Water Charges Repairs & Maintenance of Machinery Repairs to Building and Camps Stores and Spares Consumed 59,564 3,547 16,047 6,267 152,405 158 1,833 3,507 380 72,639 5,957 4,486 16,743 34,302 6,027 21,286 32,079 53,365 (28,763) 14,123 10,118 14,123 10,118 361 24,602 3,520 2,537 72 1,489 262 164 51,316 180 127 23,749 11,004 88,363
2009-2010 ` Lakhs
264 494 61 58 131,635 849 15,840 8,755 157,956
6,057
24,241
28,275 10,091
36,887 3,510 20,785 33,771 214 1,468 2,982 131 46,766 18,822 2,538 13,889
88
CONSOLIDATED SCHEDULE “M” (Contd.) Coal Consumed Packing Materials Consumed Freight, Octroi & Transportation Charges Less:Attributable to Self Consumption Less:Clinker Transferred for Trial Run
2010-2011 ` Lakhs 91,703 20,685 38,184 494,105 38,370 455,735
2009-2010 ` Lakhs 52,195 12,310 21,329 267,597 23,297 855 243,445
CONSOLIDATED SCHEDULE “N” PERSONNEL Salaries, Wages & Bonus Gratuity Contribution to Provident & Other Funds Staff Welfare Employees Compensation Expense [ESPS] - Extraordinary Item 46,126 1,063 2,169 3,135 52,493 CONSOLIDATED SCHEDULE “O” SELLING & DISTRIBUTION EXPENSES Loading, Transportation & Other Charges Commission on Sales Sales Promotion 82,305 20,079 9,159 111,543 CONSOLIDATED SCHEDULE “P” OTHER EXPENSES Rent Rates & Taxes Insurance Travelling & Conveyance Bank Charges & Guarantee Commission Loss on Sale / Disposal/ Discard/Write-off of Assets (Net) Financing Charges Foreign Currency Rate Difference Postage,Telephone & Telex Light Vehicle Running & Maintenance Legal & Professional Charity & Donation Security & Medical Services Sundry Balances written off Provision for writing off Iraq Claims Provision for Bad and Doubtful Debts Directors’ Fees Amortisation of Land Premium Less: Transferred from Revaluation reserve 342 299 43 1,619 4,921 3,716 4,105 4,352 179 10,481 920 1,232 7,978 4,981 5,234 4 42 393 338 55 823 2,530 3,367 2,883 3,450 98 7,265 133 971 846 4,951 4,473 3,560 415 10,163 12 62 45,899 6,373 8,187 60,459 34,158 419 1,774 1,864 21,194 59,409
ANNUAL REPORT 2010-11
89
CONSOLIDATED SCHEDULE “P” (Contd.) Miscellaneous Expenses Auditors’ Remuneration: Audit Fees Tax Audit Fees Other Services To Partners in other capacity: For Taxation Matters [` 12,000/-] For Management Services Reimbursement of Expenses Preliminary, Share & Debenture Issue & Other carry forward expenses written off 1 9 10 97 13 3
2010-2011 ` Lakhs 7,904 78 13
2009-2010 ` Lakhs 11,107
1 6 123 12 57,846 98 447 57,709
CONSOLIDATED SCHEDULE “Q” INTEREST Interest on Non -Convertible Debentures Interest on Term Loans Interest on Bank Borrowing & Others 31,561 120,680 35,228 187,469 CONSOLIDATED SCHEDULE “R” PROJECTS UNDER DEVELOPMENT Opening Balance as on 1st April Purchase of Land for development Expenses On Development during the year Transfer from Fixed Assets [Leasehold Land] Transfer from Capital Work in Progress Construction Expenses Technical Consultancy Personnel Expenses Sales and Promotional Expenses Interest and Financing Charges Administrative and Other Expenses Less: Cost of Infrastructure & Construction of Properties developed and under Development Balance Carried to Schedule H- A-2 2,850 11,335 149,376 2,744 4,415 14,661 31,485 2,109 705,022 161,916 543,106 60,223 2,345 4,782 703 29,256 3,411 419,597 38,901 380,696 380,696 105,351 113,869 205,008 24,582 86,759 17,297 128,638
90
2010-2011 ` Lakhs CONSOLIDATED SCHEDULE “S” EXPENDITURE DURING CONSTRUCTION PERIOD Opening Balance Opening Balance of new Subsidiaries Electricity, Power and Fuel Salary, Wages & Staff Welfare Site / Quarry Development, Compensation & Survey Expenses Repair and Maintenance Consultancy, Legal and Professional Insurance License, Application Fee, Rent, Rates and Taxes Safety & Security LC Commission,Bank Charges and Bank Guarantee Commission Freight and Material Handling Environmental, Ecology, Afforestation, Catchment Area Treatment and Compensation Light Vehicle running & Maintenance Travelling and Conveyance Vehicle/ Machinery Hire Charges and Lease Rent Directors’ Sitting Fees Miscellaneous Advertisement / Business Promotion Expenses Foreign Exchange Fluctuations Interest and Financial Charges Audit Fees Depreciation Less: Interest Received Miscellaneous Receipt Less: Provision for Taxation Less:Capitalised/ Transferred During the Year Carried Over to Balance Sheet [included in Capital work-in-Progress] 8,472 1,038 9,510 171 9,339 603,612 61,473 542,139 2,120 865 2,985 414 320,734 2,735 23,691 2,924 2,832 7,624 2,280 460 2,801 3,530 3,496 1,168 1,008 1,958 2,357 15 6,350 3,556 7,496 204,434 46 11,456 612,951
2009-2010 ` Lakhs
211,222 757 3,270 17,585 13,111 1,256 9,182 3,996 600 1,287 7,292 2,977 8,929 931 1,771 2,739 21 4,713 3,867 (49,750) 157,330 32 9,119 412,237
2,571 409,666 88,932 320,734
ANNUAL REPORT 2010-11
91
CONSOLIDATED SCHEDULE “ T’’ ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED ACCOUNTS [A] SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation Statements: of Consolidated Financial
The liability is provided for on the basis of actuarial valuation made at the end of each financial year. The actuarial valuation is made on Projected Unit Credit method. Inventories: The inventories resulting from intra-group transactions are stated at cost after deducting unrealised profit on such transaction. The inventories are valued on the basis of weighted Average Cost Method. Stock of Cement/ Asbestos Sheets is valued at estimated cost or net realisable value, whichever is less. Value of Cement, Asbestos Sheets and Clinker lying in the factory premises includes excise duty, pursuant to the Accounting Standard (AS-2) [Revised].
The Consolidated Financial Statements are prepared in accordance with Accounting Standards [AS 21] on Consolidated Financial Statements, Accounting for Investment in Associates in Consolidated Financial Statements [AS 23] and Financial Reporting of Interests in Joint Ventures [AS 27]. The Financial statements of the Subsidiary Companies including Joint Venture Subsidiaries used in the consolidation are drawn upto the same reporting date, as that of the Parent Company, Jaiprakash Associates Limited (JAL). The Accounts are prepared on the historical cost basis and on the principles of a going concern.
[ii] [iii]
[ii]
[iii]
[iv] Work-in-Progress and Material-in-Process are valued at estimated cost. [v] Hotel Business - Stock of Food, Beverages, operating Stores and Supplies are valued at cost. Consumption of material is valued at Cost. Monetary Assets and Liabilities related to Foreign Currency transactions and outstanding, except assets and liabilities hedge by a hedged contract, at the close of the year, are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet. Monetary Assets and Liabilities hedged by a hedge contract are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet adjusted to the rates in the hedge contracts. The exchange difference arising either on settlement or at reporting date is recognised in the Profit & Loss Account except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets. Transactions in Foreign Currency are recorded in the Books of Account in Indian Rupees at the rate of exchange prevailing on the date of transaction.
[iv] Accounting Policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles. Principles of Consolidation: The Financial Statements of JAL and its subsidiaries including Joint Venture Subsidiaries are consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances, intra-group transactions and unrealised profits/ losses. The Financial Statements of JAL and its subsidiaries are consolidated using uniform accounting policies for like transactions and other events in similar circumstances. The difference between the cost to JAL of its investments in each of the subsidiaries over its share of equity in the respective subsidiary, on the acquisition date, is recognised in the financial statement as Goodwill or Capital Reserve, as the case may be, Goodwill is amortised over a period of ten years.
Foreign C urrency Transactions:
[ii]
[ii]
[iii]
[iii]
Revenue Recognition: Revenue/Income and Cost/Expenditure are accounted for on accrual basis as they are earned or incurred. Fixed Assets: Fixed Assets are stated at Cost of acquisition or construction inclusive of freight, erection & commissioning charges, duties and taxes, expenditure during construction period, interest on borrowing and financial cost upto the date of acquisition/ installation. Depreciation: Depreciation has been provided @ 2.71% p.a. on straight line method on Hydro Electric Plant as approved by the Ministry of Company Affairs, Government of India. Depreciation on Fixed Assets other than (i) above is provided on Straight Line Method as per the classification and on the basis of Schedule-XIV to the Companies Act, 1956.
[iv] The Company uses foreign currency contracts to hedge its risks associated with foreign currency fluctuations. The Company does not use derivative financial instrument for speculative purposes. Research and Development: Revenue expenditure on Research and Development is charged to Profit & Loss Account in the year in which it is incurred. Capital expenditure on Research and Development is shown as an addition to Fixed Assets. Expenditure During Construction Period: Expenditure incurred on projects during implementation is capitalised and apportioned to various assets on commissioning of the project. Earnings Per Share: Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed by dividing adjusted net profit after tax by the aggregate of weighted average number of equity shares and dilutive potential equity shares outstanding during the year. Borrowing Costs: Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to get ready for intended use or sale. All other borrowing costs are charged to revenue. Segment Reporting: Revenue, operating results, assets and liabilities have been identified
[ii]
Investments: Long term Investments are stated at Cost and where there is permanent diminution in the value of investments a provision is made wherever applicable. Current Investments are carried at lower of cost or quoted/ fair value, computed categorywise. Dividend is accounted for as and when received. Employee Benefits: Employee Benefits are provided in the books as per AS -15 (revised) in the following manner : [ii] Provident Fund and Pension contribution - as a percentage of salary/wages is a Defined Contribution Scheme. Gratuity and Leave Encashment is a defined benefit obligation.
92
to represent separate segments on the basis of their relationship to the operating activities of the segment. Assets, Liabilities, Revenue and Expenses which are not allocable to separate segment on a reasonable basis, are included under “Unallocated”. Taxes on Income: Deferred Tax Liability is provided in accordance with Accounting Standard [AS-22]. Deferred Tax Asset and Deferred Tax Liability are stated as the aggregate of respective figures in the separate Balance Sheets. Provisions, Contingent Liabilities and Contingent Assets [AS29]: Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements. Premium on Redemption of Debentures Premium paid/ payable on Redemption of Debentures, net of tax impact, are adjusted against the Securities Premium Account. NOTES TO THE ACCOUNTS 01 [a] Subsidiaries The Consolidated Financial Statements present the Consolidated Accounts of Jaiprakash Associates Limited with its following Subsidiaries: Name of Subsidiaries / Joint Venture Subsidiaries Country of Incorporation Proportion of Ownership Interest as at 31st March, 2011 India 67.93% India India India India India 100% 74% 83.16% 74% 74%
[n] [o]
Jaypee Agra Vikas Limited India 100% Jaypee Cement Corporation India 100% Limited [p] Jaypee Fertilizers & India 100% Industries Limited * Jaypee Karcham Hydro Corporation Limited merged with Jaiprakash Power Ventures Limited [JPVL] w.e.f 01.04.2010. The Shares in merged entity has been allotted on 06.08.2011, However the shares are taken into consideration in computing % of shares held in JPVL Significant Accounting Policies and Notes to these Consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding the consolidated position of the Companies. Recognising this purpose, the Company has disclosed such Policies and Notes from the individual financial statements, which fairly present the needed disclosure. The Consolidated Financial Statements does not include the financial statements of Jaypee Fertilizers & Industries Limited [Subsidiary Company] since the first financial year of Jaypee Fertilizers & Industries Limited will be ending on 31.08.2011. Contingent Liability not provided for in respect of : ` Lakhs As at 31.03.2011 [a] Outstanding amount of Bank Guarantees Margin Money deposited against the above Outstanding Letters of Credit Margin Money deposited against the above [c] Liability on account of Custom duty on non fulfillment of Export obligation under EPCG scheme Matters under Appeal [ with Excise, Sales Tax, and other Government Authorities] Amount deposited under protest Bank Guarantee deposited under protest [included in 02[a] above] [e] [f] Income tax matters under Appeal Other Claims against the Company not acknowledged as debts Amount deposited under protest 253,747 1,980 139,364 217 4,826 As at 31.03.2010 221,967 5,531 161,018 408 10,179
02
[a]
Jaiprakash Power Ventures Limited [JPVL]* Jaypee Ganga Infrastructure Corporation Limited[JGICL] [c] Bhilai Jaypee Cement Limited [BJCL] [d] Jaypee Infratech Limited [JIL] [e] Gujarat Jaypee Cement and Infrastructure Limited [GJCIL] [f] Jaypee Power Grid Limited [JPPGL] (Subsidiary of Jaiprakash Power Ventures Limited) [g] Himalyan Expressway Limited [HEL] [h] Jaypee Sports International Limited [JPSI] Bokaro Jaypee Cement Limited[BoJCL] [j] Jaypee Arunachal Power Limited (Joint Venture Subsidiary of JPVL) [k] Sangam Power Generation Company Limited (Subsidiary of Jaiprakash Power Ventures Limited) [l] Prayagraj Power Generation Company Limited (Subsidiary of Jaiprakash Power Ventures Limited) [m] Jaypee Meghalaya Power Limited (Subsidiary of Jaiprakash Power Ventures Limited)
[d]
99,449
64,913
28,720 16,064
21,224 14,037
India India India India
100% 90.56% 74% 100%
2,309 42,975
3,326 42,077
1,801 527
560 427
India
100%
Bank Guarantee deposited under protest [included in 02[a] above] 03 Estimated amount of Contract remaining to be executed on capital account and not provided for (net of advances)
India
100%
5,027,390
5,726,031
India
100%
04
In the opinion of Board of Directors, the “Current Assets, Loans and Advances” have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
ANNUAL REPORT 2010-11
93
05
(a)
The provision for taxation is the sum of provisions made for taxation in the separate accounts of the Holding and Subsidiaries. Deferred Tax: (i) Deferred Tax Liability on account of: Depreciation Others Deferred Tax Assets on account of: Employees’ Benefits Others Net Deferred Tax Liability 1,742 3,481 5,223 121,501 2,713 1,366 4,079 92,313 08 As at 31-3-2011 97,410 29,314 126,724 (` Lakhs) As at 31-3-2010 80,160 16,232 96,392 07 06
(ii)
(b)
Deferred Tax [Net] amounting to ` 29,159 Lakhs [Previous year ` 23,351 Lakhs] has been recognised in the Consolidated Profit & Loss Account for the year ended 31.03.2011. Plant & Machinery includes a sum of ` 6,467 Lakhs [Previous Year ` 6,467 Lakhs] 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 Baspa-II Hydro-Electric Project. The maintenance cost of ICF is paid to SJVNL. The Trust and Retention Account [refer Schedule “H”] is maintained pursuant to the stipulations of the “Financing Agreements” executed with the Lenders. (` Lakhs) As at 31-3-2011 Capital Work-in-progress includes Civil Works, Machinery Under Erection and in transit, Construction, Advance to Suppliers, Pre-operative Expenses and Incidental Expenditure Pending Allocation As at 31-3-2010
2,565,592
1,545,929
09
Particulars of Investments in Units of Exchange Traded Funds [ETF] & Mutual Funds as on date of Balance Sheet: Name of Mutual Fund/ ETF [a] [c] [II] [a] [c] [d] [e] [f] [g] [h] [j] [k] [l] [m] [n] [o] [p] [q] [r] [t] Investment in Units of Exchange Traded Funds UTI Mutual Fund Gold Exchange Traded Fund Gold Benchmark Exchange Traded Scheme NSEL - E - Silver Investment in Units of Mutual Funds Birla Sunlife MIP-II - Savings 5 Growth Plan Templeton India Short Term Income Retail Growth Plan Reliance Monthly Income Growth Plan HDFC MF Monthly Income Plan - Long Term Growth HDFC Top 200 Fund - Growth Reliance Regular Savings Fund Debt Plan - Institutional Growth Plan Templeton India Short Term Income Retail Plan - Monthly Dividend Reinvestment FT India Dynamic PE Ration Fund of Funds - Growth Canara Robeco Indigo Fund Kotak Quarterly Interval Plan Series 5 Dividend SBI MF Debt Fund Series - 180 days 14 Dividend Tata Fixed Maturity Plan - Series 30 Scheme A Growth Kotak 368 Days FMP Series 33 - Growth DSP Black Rock FMP - 12 M Series 13 Growth SBI Debt Fund Series - 370 Days 9 Growth Birla Sun Life Fixed Term Plan Series CO - Growth Kotak FMP Series 34 - Growth IDFC Fixed Maturity Yearly Series - 38 Growth IDBI FMP 367 Days Series - Feb 11 A Growth Reliance Fixed Horizon Fund - XIX Series 8 Growth Plan Templeton India Short Term Income Retail Plan 4,636,642 53,557 22,577,075 13,580,438 115,010 2,338,817 44,988 3,775,988 960,384 25,000,000 10,000,000 10,000,000 5,000,000 10,000,000 15,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 750 1000 4750 3000 200 300 508 1500 100 2500 1000 1000 500 1000 1500 500 500 500 500 500 4,636,642 102,702 3,854,486 2,473,092 115,010 89,942 750 1,850 750 500 200 1,000 445,081 616,112 34,800 1,095,993 8119 11393 1896 21,408 163,648 173,850 337,498 2,677 2,843 5,520 Units 2010-11 ` Lakhs Units 2009-10 ` Lakhs
94
Name of Mutual Fund/ ETF [v] [w] [x] [y] [z] [aa] [ab] [ac] [ad] [ae] ICICI Prudential Institutional Short Term Plan - Cumulative ICICI Prudential Institutional Short Term Plan - Monthly Dividend IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Birla Sun Life Dynamic Bond Fund - Retail Plan - Monthly Dividend Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment HDFC Cash Management Fund - Treasury Advantage Plan - Retail - Daily Dividend Reinvestment Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment ICICI Prudential Flexible Income Plan Premium - Daily Dividend LIC MF Income Plus Fund - Daily Dividend Reinvestment
Units -
2010-11 ` Lakhs -
Units 5,230,262 7,019,282 4,947,115 10,117,688 9,764,683 5,205,404
2009-10 ` Lakhs 1,000 850 500 1,012 1,018 523
148,082,899
22,108
1,309,628 308,602 28,318 252,696,605 307,899,461
131 31 30 25,270 35,415
10
Managerial remuneration paid/payable by the Company and its subsidiaries to Managing/ Whole-time Directors [excluding Provisions for Gratuity & Leave Encashment on Retirement]: 2010-11 ` Lakhs Salaries Provident Fund Contribution Perquisites 1,309 123 701 2,133 2009-10 ` Lakhs 1,004 115 716 1,835
[xv] [xvi] [xvii] [xviii] [xix] [xx] [xxi] [xxii] [xxiii] [xxiv] [xxv] [xxvi] [xxvii] [xxviii] [xxix] [xxx] [xxxi] [xxxii] [xxxiii]
Jaypee International Logistics Company Private Limited Jaypee Hotels Limited Jaypee Mining Venture Private Limited Jaypee Infra Ventures Indus Hotels UK Limited Ceekay Estates Private Limited Jaiprakash Exports Private Limited Bhumi Estate Developers Private Limited PAC Pharma Drugs and Chemicals Private Limited Jaypee Technical Consultants Private Limited Jaypee Uttar Bharat Vikas Private Limited Kanpur Fertilizers & Cement Limited Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011] MP Jaypee Coal Fields Limited GM Global Mineral Mining Private Limited Ibonshourne Limited Power Grid Corporation of India Limited Steel Authority of India Limited Gujarat Limited Mineral Development Corporation
11
Share Capital Suspense in Minority Interest represent Equity Shares to be allotted by Jaiprakash Power Ventures Limited [JPVL] [Subsidiary Company] on Amalgamation of Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited with JPVL. Related Parties disclosures, as required in terms of Accounting Standard [AS 18] are given below: [a] Associate Companies: [ii] [iii] [iv] [v] [vi] [vii] [viii] [ix] [x] [xi] [xii] [xiii] [xiv] Jaypee Ventures Private Limited Jaypee Development Corporation Limited Jaiprakash Kashmir Energy Limited JIL Information Technology Limited Gaur & Nagi Limited Indesign Enterprises Private Limited Sonebhadra Minerals Private Limited RPJ Minerals Private Limited Jaiprakash Agri Initiatives Company Limited Tiger Hills Holiday Resort Private Limited Anvi Hotels Private Limited Sarveshwari Stone Products Private Limited Rock Solid Cement Limited MP Jaypee Coal Limited
12
[xxxiv] Vasujai Estates Private Limited [xxxv] Samsun Estates Private Limited [xxxvi] Sunvin Estates Private Limited [xxxvii] Manumanik Estates Private Limited [xxxviii] Arman Estates Private Limited [xxxix] Suneha Estates Private Limited [xl] [xli] Pee Gee Estates Private Limited Vinamra Limited Housing & Constructions Private
ANNUAL REPORT 2010-11
95
Associate Companies at Sl.No.[xxxiv] to [xli] merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009 Key Management Personnel: Whole time Director Jaiprakash Associates Limited Shri Manoj Gaur, Executive Chairman & C.E.O. [ii] Shri Sunil Kumar Sharma, Executive Vice Chairman [iii] Shri Sunny Gaur [iv] Shri Pankaj Gaur [v] Shri Shyam Datt Nailwal [vi] Shri Ranvijay Singh [vii] Shri Ravindra Kumar Singh [viii] Shri Rahul Kumar Jaiprakash Power Ventures Limited Shri Suren Jain, Managing Director and CFO [ii] Shri G.P.Gaur (w.e.f. 01.02.2011) [iii] Shri R.K.Narang [iv] Shri Suresh Chandra [v] Shri J.N.Gaur (till 30.09.2010) Jaypee Karcham Hydro Corporation Limited * Shri Dharam Paul Goyal, Managing Director [ii] Shri Praveen Kumar Singh [iii] Shri Ravindra Mohan Chadha Bina Power Supply Company Limited * Shri P. K. Jain [ii] Shri V.K. Srivastav * merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010 Jaypee Infratech Limited Shri Sameer Gaur (till 31.10.2010) [ii] Shri Sachin Gaur [iii] Smt Rita Dixit [iv] Smt Rekha Dixit (w.e.f. 01.06.2010) [v] Shri Har Prasad [vi] Shri Om Prakash Arya (till 20.12.2010) [vii] Shri Anand Bordia (till 31.01.2011) [viii] Shri S.K.Dodeja (till 21.09.2010) Jaypee Power Grid Limited Shri Rajiv Ranjan Bhardwaj, Managing Director [ii] Shri Prabhakar Singh Himalyan Expressway Limited Shri K.C. Batra Bhilai Jaypee Cement Limited Shri Sunil Joshi [ii] Shri K.P. Sharma Jaypee Sports International Limited Shri Sameer Gaur, Managing Director & CEO (w.e.f. 01.11.2010) [ii] Smt Rekha Dixit (01.04.2010 to 30.05.2010) Prayagraj Power Generation Company Limited Shri Rakesh Sharma, Managing Director [ii] Shri Ramesh Chandra Srivastav (w.e.f. 12.08.2010) [iii] Shri Arun Gupta (till 31.08.2010) Sangam Power Generation Company Limited Shri Siddeshwar Sen (w.e.f. 01.08.2010)
[c]
[ii] Shri V.K. Agarwal (w.e.f. 15.11.2010) Relatives of Key Management Personnel, where transactions have taken place Shri Gyan Prakash Gaur [ii] Shri Naveen Kumar Singh [iii] Smt. Neha Goyal [iv] Shri P.K.Jain [till 31.03.2010] [v] Smt. Manju Sharma [till 30.06.2009] [vi] Smt. Rekha Dixit [till 31.08.2009]
Transactions carried out with related parties referred to above: ` Lakhs Nature of Transactions Income Cement Sales Sales of Land Service Charges Dividend Others Expenses Design Engineering and Technical Consultancy Management Fees Security & Medical Services Salaries & Other Amenities etc. Rent Fixed Assets & Other Materials Purchased Other Expenses Others Purchase of Shares Sale/Redemption of Preference Shares during the year Shares Allotted during the year Shares Application Received during the year Outstanding Receivables Referred in 1(a) above 126 (31) 25,357 99 (3) (230) 43 Referred in 1(b) above Referred in 1(c) above -
18,128 (14,432) 1,239 9,897 (6,606) 186 (60) 1,770 (2,836) 273 (576) 22,264 (539) (840) 2,358 24,000 -
2,133 (1,835) -
103 (159) 3 (5)
171,387 (123,487) Payables 4,956 58 (2,765) (51) Note: Previous Year figures are given in brackets.
96
13
Segment Information Business Segment:
Cement / Cement Products Hotel / Hospitality/ Sports
` Lakhs
Infrastructure Project
Particulars [A] Segment Revenue External Inter Segment Revenue Segment Results Profit/(Loss) before Tax, Interest and Minority Interest Less: Interest Profit before Tax Profit on Sale of Equity Shares (Previous Year held through beneficiary Trust) Provision for writing off claims - Iraq Works Employee Compensation Expense - [ESPS] Profit before Tax Provision for Tax Current Tax Deferred Tax Excess Provision for Income Tax in Earlier Years Reversed Profit after Tax before Minority Interest [C] Other Information Segment Assets Segment Liabilities Total Loan and Interest payable thereon Capital Expenditure during the year including CWIP Depreciation Non Cash expenditure other than deprecation
Construction
Power
Real Estate
Investments
Others
Unallocated
Total
86,836 (132,739) 517,909 (402,384) 51,318 (49,421)
525,669 (371,867) 42,669 (24,815) 78,436 (105,614)
257,886 (2,500) 20,527 (61,581) 170,116 (2,268)
17,769 (15,236) 334 (197) 1,515 (898)
78,442 (73,788) 55,340 (54,109)
171,027 (65,357) 90,495 (25,982)
1,741 (1,607) 1,741 (1,607)
224 (1,222) 812 (1,338) (-) 785 (-) (100)
23,387 (14,560) (-) 3,254 (-) (10,760)
1,162,981 (678,876) 582,251 (490,315) 444,922 (229,039) (-) 187,469 (-) (128,638) 257,453 (100,401)
51,316 (131,635) (-) (-) (10,163) (-) (-) (21,194) 308,769 (200,679) 75,116 (59,144) 29,159 (23,351) 1,409 (-) 205,903 (118,184) 418,934 (377,588) 86,107 (68,290) 1,785,096 (1,423,446) 152,728 (111,341) 1,168,924 (685,913) 195,503 (129,306) 202,955 (127,785) 19,823 (6,327) 1,654,691 (1,168,465) 55,182 (28,457) 449,993 (366,081) 146,392 (138,905) 311,112 (105,864) 30,000 (25,772) 2,322 (1,178) 759,749 (890,206) 165,551 (110,184) 6,781,454 (5,171,120) 823,608 (593,988) 4,444,501 (3,527,108) 19,834 (18,180) 1,985 (2,992) 340,062 (297,328) 48,526 (31,219) 738 (507) 278,404 (261,707) 863 (59) 76,921 (77,301) 1,622 (1,706) 21 (23) 554,130 (452,013) 10,076 (10,141) 32 (3) 3,500 (5,300) 159 (63) 23 (32) 9,112 (8,176) 465 (208) 10,158 (237) 939 (832) 645 (1,134) 1,292,121 (1,120,242) 64,635 (47,220) 1,459 (1,699)
ANNUAL REPORT 2010-11
97
[a] [c]
Segments have been identified in accordance with Accounting Standards on Segmental Reporting [AS-17] taking into account the organisational structure as well as differential risk and returns of these segments. Business Segment has been disclosed as the primary segment. Types of Products and Services in each Business Segment: [ii] [iii] [v] Construction Cement/Cement Products Hotel/Hospitality/Sports Power Civil Engineering Construction/EPC Contracts/Expressway Manufacture and Sale of Cement, Clinker and Cement Products Hotels, Golf Course, Resorts, SPA and Sports Real Estate Development Generation and Sale of Power [Hydro, Wind and Thermal Power] Expressways Investments in Companies Includes Heavy Engineering Works, Hitech Castings, Coal, Waste Treatment Plant.
[iv] Real Estate [vi] Infrastructure Projects [vii] Investments [viii] Others [d] [e] 14
Segment Revenues, Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis. Segment Assets exclude Miscellaneous Expenditure & Deferred Tax Asset. Segment Liability exclude Deferred Tax Liability.
In accordance with the Accounting Standard [AS-20] on ‘Earnings Per Share”’ computation of Basic and Diluted Earnings per Share is as under: 2010-2011 ` Lakhs 2009-2010 ` Lakhs 111918 21194 133112 14 111932 133126
[a]
Net Profit for Basic Earnings Per Share as per Profit & Loss Account after extraordinary item Add Employee Compensation Expense - [ESPS] [Extraordinary Item] Net Profit for Basic Earnings Per Share as per Profit & Loss Account before extraordinary item Add Adjustment for the purpose of Diluted Earnings Per Share Net Profit for Diluted Earnings Per Share as per Profit & Loss Account after extraordinary item Net Profit for Diluted Earnings Per Share as per Profit & Loss Account before extraordinary item
179279 179279 2 179281 179281
Weighted average number of equity shares for Earnings Per Share computation: [ii] [iii] [iv] [v] Number of Equity Shares at the beginning of the year Number of Shares allotted during the year Weighted average shares allotted/to be allotted during the year Number of potential Equity Shares Weighted average for: [a] Basic Earnings Per Share Diluted Earnings Per Share 2,125,812,313 2,214,256,195 ` 8.43 ` 8.10 ` 8.43 ` 8.10 ` 2.00 2,113,612,351 2,225,308,510 ` 6.30 ` 5.98 ` 5.30 ` 5.03 ` 2.00 2,124,634,633 1,798,549 1,177,680 88,443,882 1,183,800,579 940,834,054 929,811,772 111,696,159
[c]
Earnings Per Share before extraordinary [ii] Basic Diluted Basic Diluted
[d]
Earnings Per Share after extraordinary [ii]
[e]
Face Value Per Share
98
15
The Central Government in exercise of the powers conferred by sub-section 8 of section 212 of the Companies Act 1956 has directed vide Ministry of Corporate Affairs General Circular no 2/2011 dated 08th February 2011 that the provisions contained in sub-section (1) of section 212 of the Companies Act 1956, requiring annual accounts of the Subsidiaries to be attached to the annual accounts of the Holding Company, shall not apply subject to, inter alia, Board of directors of the Company has by Resolution given consent for not attaching the Balance Sheet of the Subsidiary companies, presentation of Audited Consolidated Financial Statements in compliance with applicable Accounting Standards, and disclosure of following information: ` Lakhs
Prayagraj Power Generation Co. Ltd. Jaypee Power Grid Ltd. Jaypee Himalyan Infra-tech Expressway Ltd Ltd. Bhilai Jaypee Cement Ltd. Jaypee Arunachal Power Ltd Bokaro Jaypee Cement Ltd Madhya Pradesh Jaypee Minerals Ltd.
Jaiprakash
Power Ventures Ltd.
Sangam Power Generation Co. Ltd.
Capital (including Share Application Money) Reserves
Total Assets
Total Liabilities (including Loans)
262,476 (209,568) 254,589 (128,212) 1,838,130 (912,506) 1,321,065 (574,726)
55,198 (15,198) -7 (-7) 55,248 (23,759) 57 (8,568)
67,819 (24,319) -6 (-6) 142,540 (84,359) 74,727 (60,046)
25,000 (22,250) (184) 84,800 (68,205) 59,984 (45,955)
138,893 (122,600) 337,400 (76,685) 1,422,545 (972,617) 946,252 (773,332)
11,809 (11,809) 8,429 (5,500) 51,259 (31,639) 31,021 (14,330)
20,196 (20,196) 6,972 (14,179) 101,235 (95,547) 74,067 (61,172)
Jaypee Ganga Infrastructure Corporation Ltd. 56,600 (42,185) 56,751 (42,393) 151 (208) 20,000 (16,250) -225 (-126) 20,009 (16,854) 234 (730) 11,869 (9,267) -34 39,947 (14,097) 28,112 (4,830)
Jaypee Gujarat Jaypee Agra Jaypee Jaypee Jaypee * Bina Power Sports Jaypee Vikas Ltd. Meghalaya Cement Karcham * Supply International Cement & Power Ltd. Corporation Hydro Company Ltd. Infrastructure Ltd. Corp. Ltd. Ltd. Ltd. 64,200 1,185 58,380 500 8,800 (55,200) (1,185) - (132,500) (22,416) -202 -200 -2 -3452 (-202) (-201) (-85) 297,117 1,258 70,690 501 13,662 (191,030) (1,234) - (474,121) (74,447) 233,119 73 12,510 3 8,314 (136,032) (49) - (341,822) (52,116)
(6,215) (6,326) (111)
Investment Details (including Share held in Trusts and Share Application Money)
Turnover (including Other Income)
Profit Before Taxation
Provision for Taxation
(-201) -
(-85) -
-
Profit After Taxation 8,071 (-6) (48,749) (-64) (-483) (-126) -
360,630 (142,096) 84,074 (71,778) 20,646 (30,339) 4,135 (5,185) 16,511 -202 -
(-7) (-7) -
(-6) -
-184 -184
279,863 (65,286) 181,464 (58,735) 37,958 (9,986) 143,506
(-64) -
33,287 (5,618) -8,869 (-490) 2,181 (-7) -11,050
-
-99 (-126) -99
-34 -34
-202 -
-
-200 -200 -
-2 -2 -
-2413 (80) -2333 -
(-201) -
(-85) -
-
(25,154)
Proposed Dividend [including Dividend Distribution Tax]
-
* Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010. 16 Figures for the previous year have been regrouped/ recast/ rearranged wherever considered necessary to confirm to this year’s classification. 17 Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Parent Company’s Financial statements. For and on behalf of the Board MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman Gopal Das Bansal Sr. Vice-President [Accounts] Ram Bahadur Singh C.F.O. [Cement] Harish K. Vaid Sr. President [Corporate Affairs] & Company Secretary Rahul Kumar Director & C.F.O. Shyam Datt Nailwal Director [Finance]
Signatures to Schedules “A” to “T” For M.P. Singh & Associates Chartered Accountants
M.P. Singh Partner M.No.1454, Firm Regn No.002183C
ANNUAL REPORT 2010-11
Place : Noida Dated : 12th August, 2011
99
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2011 2010-2011 ` Lakhs (A) CASH FLOW FROM OPERATING ACTIVITIES: Net Profit before Tax and Minority Shareholders Interest as per Profit & Loss Account Add back: (a) Depreciation (b) Deferred Revenue on account of advance against depreciation (c) Miscellaneous Expenses (Amortized) (d) Interest on Borrowings (e) Employee Compensation Expense (f) Loss on sale of fixed assets 308,769 2009-2010 ` Lakhs 200,679
64,635 7,905 1,419 187,469 179 261,607 570,376
47,220 7,530 2,015 128,638 21,194 98 206,695 407,374 (15,840) (758) (131,635) (849) (119) (77,232) 493,144 (149,201) 258,173 (68,884) (33,434) (265,268) 656 (49,030) (398,358) 94,786 (415,960) (157,787) 161,389 3,602 (35,688) (32,086)
Deduct: (a) Interest Income (b) Dividend Income (c) Profit on Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] (d) Profit on Sale/Redemption of Preference Shares/Mutual Funds (e) Other Income Operating Profit before Working Capital Changes Deduct: (a) (Increase)/ Decrease in Sundry Debtors (b) (Increase)/ Decrease in Inventories (c) (Increase)/ Decrease in Projects under Development (d) (Increase)/Decrease in Other Receivables (e) (Increase)/ Decrease in Loan and Advances
(23,749) (1,561) (51,316) (180) (426)
(121,506) (24,741) (148,225) 1,114 (105,000)
Add: Increase/ (Decrease) in Trade Payables & other Liabilities Cash Generated from Operations Deduct: Tax Paid [except Tax paid on Profit on sale of Equity Shares] CASH INFLOW / (OUTFLOW) FROM OPERATING ACTIVITIES “A” (B) CASH FLOW FROM INVESTING ACTIVITIES: Outflow: (1,290,924) (a) For Fixed Assets and Capital Work in progress (28,426) (b) Purchase of Investments in Equity Shares [including Share Application Money] (312,969) (c) Purchase of Investments in units of Mutual Fund/ Exchange Traded Funds (301) (d) Miscellaneous Expenditure Inflow: (a) Sale/Transfer of Fixed Assets (b) Sale/Redemption of Investments in shares/Mutual Fund (c) Sale of Equity Shares [Previous Year held in beneficiary trusts] (d) Interest Received (e) Dividend Received (f) Other Income Deduct: Tax Paid on Profit on Sale of Equity Shares NET CASH USED IN INVESTING ACTIVITIES
160,930 255,716 (80,547) 175,169
(1,120,242) (1,877) (179,144) (2,995) (1,632,620) (1,304,258) 3,702 149,185 168,079 13,204 758 119 394,640 (10,228) (1,248,208) 335,047 (22,371) (991,582)
2,336 310,568 57,316 22,433 1,561 426
“B”
100
2010-2011 ` Lakhs (C) CASH FLOW FROM FINANCING ACTIVITIES: Inflow: (a) Increase in Share Capital (Refer Note No.1) (b) Increase in Security Premium (Refer Note No. 1 & 2) (c) Increase in Minority Interest (d) Increase in Capital Reserve (e) Increase in Borrowings (Net) Outflow (a) Interest Paid (b) Dividend Paid (including Tax on Dividend) NET CASH FROM FINANCING ACTIVITIES CASH AND CASH EQUIVALENT ADJUSTMENT NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AS AT 01.04 (OPENING BALANCE) CASH AND CASH EQUIVALENTS AS AT 31.03. (CLOSING BALANCE)
2009-2010 ` Lakhs
36 144,236 46,857 2,929 914,840 1,108,898 (178,894) (23,601) (202,495) “C” “D” “A+B+C+D” 906,403 (23) (166,659) 848,519 681,860
311 8,348 9,624 5,700 1,595,093 1,619,076 (119,503) (19,527) (139,030) 1,480,046 456,378 392,141 848,519
Notes: 1. 2. 3. 4. Increase in Share Capital & Security Premium is on account of Conversion of Foreign Currency Convertible Bonds issued by the Parent Company into Equity Shares. Correspondingly, the Borrowings have been decreased. Increase in Security Premium also includes premium received on Public Issue of Equity Shares by Jaypee Infratech Limited [Subsidiary Company]. Impact in Cash Flows on account of changes in ownership of Subsidiaries have been effected. Previous Year Figures had been regrouped/rearranged wherever necessary.
FOR AND ON BEHALF OF THE BOARD For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILWAL Director [Finance]
ANNUAL REPORT 2010-11 101
NOTES
102
Registered Office: Sector-128, Noida-201 304 (U.P.) Delhi Office: 63, Basant Lok, Vasant Vihar, New Delhi - 110 057.
ATTENDANCE SLIP
NAME OF THE SHAREHOLDER / PROXY* DP iD** Client iD** Folio No. No. of Shares held
i hereby record my presence at the 14th Annual General Meeting of the Company held on Tuesday, September 27, 2011 at 11.30 A.M. at the Auditorium of Jaypee institute of information Technology University, A-10, Sector 62, NOiDA- 201 307 (U.P. )
SiGNATURE OF THE SHAREHOLDER / PROXY* * Strike out whichever is not applicable ** Applicable for investor holding shares in electronic form. Note: Please handover the slip at the entrance of the meeting venue
Cut here
Registered Office: Sector-128, Noida-201 304 (U.P.) Delhi Office: 63, Basant Lok, Vasant Vihar, New Delhi - 110 057.
PROXY
i/We ............................................................................................................. of ............................................................................................... in the district of .................................................................................................................................. being a Member(s) of the above named Company hereby appoint ...................................................................................................................... of ................................ in the district of .............................................................................. or failing him/her .......................................................... of ....................... in the district of ................................................................................ as my/our proxy to attend and vote for me/on my/our behalf at the 14th Annual General Meeting of the Company to be held on Tuesday, September 27, 2011 at 11.30 A.M. at the Auditorium of Jaypee institute of information Technology University, A-10, Sector 62, NOiDA- 201 307 (U.P. ) Signed at .......................................................................................... this ........................... day of .................................................... 2011.
Folio No. No. of Shares held
DP iD** Client iD** Affix Re.1 Revenue Stamp
* Applicable for investors holding shares in electronic form. Note: 1. 2. The Proxy need not be a member. The form of proxy, duly signed across Re. 1 revenue stamp should reach the Company, not less than 48 hours before the time fixed for the meeting.
1.50 MnTPA Jaypee Himachal Cement Plant, Baga, H.P .
2.4 MnTPA Jaypee Gujarat Cement Plant, Sewagram, Gujarat
2 MnTPA Jaypee Sidhi Cement Plant, Sidhi, M.P .
900 MW Baglihar Dam, J&K
Down Stream view of 1000 MW Karcham Dam, H.P .
Jaypee University of Information Technology, Waknaghat, H.P .
Residential Community at Jaypee Greens, Greater Noida, U.P .
Jaypee Greens Golf and Spa Resort, Greater Noida, U.P .
Jaypee Palace Hotel, Agra, U.P .
BOOK POST
If undelivered please return to:
Registered Office : Sector-128, Noida-201 304, Uttar Pradesh (India) Ph.: +91-120-4609000 Fax: +91-120-4609496 Website : www.jalindia.com
doc_797121673.pdf
The report for the financial year 2010 - 2011 of jaiprakash associates.
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1
5
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NO DREAM TOO BIG
when it comes to achieving excellence demonstrated once again by Jaypee Group
Jaypee Rewa Plant & Jaypee Bela Plant of the Jaypee Group have been awarded with renowned and most prestigious SWORD OF HONOUR Award by British Safety Council, UK. This is a well acclaimed and celebrated International Award in the field of Health & Safety Management System. 3 MnTPA Jaypee Rewa Plant and 2.4 MnTPA Jaypee Bela Plant are the only cement plants to be bestowed this honour in India.
Photographs on the Cover
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2 MnTPA Dalla Cement Factory, U.P.
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1000 MW Karcham Dam, H.P.
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Residential Community at Jaypee Greens, Greater Noida, U.P.
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Jaypee Residency Manor, Mussoorie, Uttarakhand
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2 MnTPA Jaypee Himachal Cement Blending & Grinding Unit, Bagheri, H.P.
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Machine Hall at 300 MW Baspa-II HEP, H.P.
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165 Km Noida to Agra Yamuna Expressway, U.P.
3 MnTPA Rewa Cement Complex, Jaypee Nagar, Rewa, M.P .
2.4 MnTPA Jaypee Bela Plant, Jaypee Puram, Rewa, M.P .
2 MnTPA Dalla Cement Factory, Sonebhadra, U.P .
1.2 MnTPA Jaypee Roorkee Cement Grinding Unit, Roorkee, Uttarakhand
2.1 MnTPA Bokaro Jaypee Cement Limited, Bokaro, Jharkhand (Joint Venture with SAIL)
3.5 MnTPA Jaypee Balaji Cement Plant, A.P .
Company Secretary
Harish K. Vaid
Sr. President (Corporate Affairs) & Company Secretary
Founder Chairman Jaiprakash Gaur Board of Directors Manoj Gaur, Executive Chairman & CEO Sunil Kumar Sharma, Executive Vice Chairman Sarat Kumar Jain, Vice Chairman A. K. Sahoo (LIC Nominee) Viney Kumar (IDBI Nominee) R. N. Bhardwaj S. C. Bhargava B. K. Goswami B. K. Taparia Dr. B Samal V K. Chopra S. C. Gupta Dr. J. N. Gupta M. S. Srivastava Sunny Gaur, Managing Director (Cement) Pankaj Gaur, Jt. Managing Director (Construction) Ranvijay Singh, Whole-time Director R. K. Singh, Whole-time Director Shyam Datt Nailwal, Whole-time Director Rahul Kumar, Whole-time Director & CFO Contents Notice Directors’ Report Secretarial Audit Report Report on Corporate Governance Corporate Governance Compliance Certificate Management Discussion & Analysis Report Auditors’ Report Balance Sheet Profit and Loss Account Schedule (A - S) Balance Sheet Abstract - Part IV of Schedule VI Cash Flow Statement Statement Under Section 212 of the Companies Act Auditors’ Report on Consolidated Accounts Consolidated Accounts Consolidated Cash Flow Statement Proxy and Attendance Slip 2 5 19 20 30 31 36 40 41 42 72 73 75 77 78 100
Auditors
M/s. M.P. Singh & Associates New Delhi
Bankers
Allahabad Bank Andhra Bank AKA Export Finance Bank Axis Bank Limited Bank of Baroda Bank of Bhutan Bank of India Bank of Maharashtra Canara Bank Central Bank of India Citi Bank N.A. Corporation Bank Export Import Bank of India HDFC Bank Limited HSBC Ltd. ICICI Bank Limited Indian Bank Indian Overseas Bank IDBI Bank Ltd. Karur Vysya Bank Karnataka Bank Kotak Mahindra Bank Oriental Bank of Commerce Punjab National Bank Punjab & Sind Bank Royal Bank of Scotland Standard Chartered Bank State Bank of India State Bank of Hyderabad State Bank of Indore State Bank of Mysore State Bank of Patiala State Bank of Sikkim State Bank of Travancore State Bank of Bikaner & Jaipur Syndicate Bank The Jammu & Kashmir Bank Limited UCO Bank Union Bank of India United Bank of India Vijaya Bank Yes Bank Limited
Registered & Corporate Office Sector 128, NOIDA-201 304 Uttar Pradesh
Delhi Office JA House, 63, Basant Lok Vasant Vihar New Delhi 110 057
Website www.jalindia.com
E mail ID for Fixed Deposit related queries [email protected]
E mail ID for Shareholder related queries [email protected]
ANNUAL REPORT 2010-11
1
NOTICE
NOTICE is hereby given that the 14th Annual General Meeting of the Members of Jaiprakash Associates Limited will be held on Tuesday, September 27, 2011 at 11.30 A.M. at the Auditorium of Jaypee Institute of Information Technology University, A-10, Sector 62, NOIDA- 201 307, U.P. to transact the following business: Ordinary Business 1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2011, the Profit & Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon. To confirm interim dividend and declare final dividend for the financial year 2010-11. To appoint a Director in place of Shri Sunny Gaur who retires by rotation and, being eligible, offers himself for reappointment. To appoint a Director in place of Shri B.K.Goswami who retires by rotation and, being eligible, offers himself for reappointment. To appoint a Director in place of Shri S.C. Gupta who retires by rotation and, being eligible, offers himself for re-appointment. To appoint a Director in place of Shri R.K. Singh who retires by rotation and, being eligible, offer himself for re-appointment. To appoint a Director in place of Shri S.D. Nailwal who retires by rotation and, being eligible, offers himself for reappointment. To appoint M/s M.P. Singh & Associates, Chartered Accountants, as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration. COMPANY NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. A BLANK PROXY FORM IS ENCLOSED. (iii) Corporate Members intending to send their respective authorized representatives are requested to send a duly certified copy of the Board/Governing Body resolution authorizing such representatives to attend and vote at the Annual General Meeting. (iv) All documents referred to in the Notice and accompanying Explanatory Statement, as well as the Annual Report and Annual Accounts of the subsidiary companies whose Annual Accounts have been consolidated with that of the Company, are open for inspection at the Registered Office of the Company on all working days, except Sunday and other holidays, between 11.00 A.M. and 1.00 P.M. up to the date of the Annual General Meeting. (v) The Register of Members and Share Transfer Books will remain closed from September 21, 2011 to September 27, 2011(both days inclusive) for payment of final dividend. The dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid on or after October 12, 2011 to the Members, or their mandatee, subject to the provisions of Section 206A of the Companies Act, 1956, whose names appear on the Company’s Register of Members as at the close of business hours on September 20, 2011. In respect of dematerialized shares, the dividend will be payable to the “Beneficial Owners” of the shares, whose names appear in the Statement of Beneficial Ownership, as at the close of business hours on September 20, 2011, furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.
2. 3.
4.
5. 6. 7.
8.
Special Business To consider and, if thought fit, to pass, with or without modification(s), the following resolution: As Ordinary Resolution 9. “RESOLVED that Shri Rahul Kumar be and is hereby appointed a Director of the Company, liable to retire by rotation.” By Order of the Board For JAIPRAKASH ASSOCIATES LIMITED HARISH K. VAID Place : NOIDA Sr. President (Corporate Affairs) & Date : August 12, 2011 Company Secretary ____________________________________________________ NOTES (i) Relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of resolution set out under Item No. 9 is annexed hereto. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE
(vi) Members holding shares in electronic form may please note that: (a) the dividend, when declared, will be credited to their respective Bank Accounts as furnished to the respective Depository Participants, through Electronic Clearing Service (ECS), where this facility is available; (b) in other cases, Bank details as furnished to the respective Depository Participants will be printed on the Dividend Warrants as per the applicable regulations. The Company shall not entertain any direct request from such Members for deletion of / change of such Bank details. Further, it may be noted that instructions, if any, already given by the Members in respect of shares held in physical form will not be automatically applicable to the dividend paid on their holdings in electronic form. (vii) The Ministry of Corporate Affairs has taken a “Green initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, the Company has already sent a communication to all the shareholders that various notices/documents meant for them shall be sent electronically on their e-mail addresses as obtained from Depositories/other sources, unless specifically requested to be sent in physical form. The members who have not registered/ updated their e-mail addresses so far, are requested to register/ update their e-mail addresses, in respect of electronic holdings with the Depository
(ii)
2
through their concerned Depository Participant. Members who hold their shares in physical form and who are desirous of receiving the communications/ documents in electronic form are requested to promptly register their e-mail addresses with the Company. (viii) Members who are holding shares in physical form are requested to notify the change in their respective addresses or Bank details to the Company and always quote their Folio Numbers in all correspondence with the Company. In respect of holding in electronic form, Members are requested to notify any change in addresses or Bank details to their respective Depository Participants. (ix) Members can avail of the nomination facility in terms of Section 109A of the Companies Act, 1956 by nominating in Form 2B, as prescribed under Companies (Central Government’s) General Rules and Forms, 1956, any person to whom their shares shall vest on occurrence of events stated in the said Form. Blank Forms can be supplied on request. The same can also be downloaded from the Company’s website www. jalindia.com. Form 2B is to be submitted in duplicate: (a) in case of shares held in physical form, to the Company and (b) in case of shares held in dematerialized form, to the respective Depository Participants. (x) Members who are still holding shares in physical form are advised to dematerialize their shareholding to avail of the benefits of dematerialization which include easy liquidity since trading is permitted only in dematerialized form, electronic transfer, savings in stamp duty, prevention of forgery, etc.
so as to reach at least seven days before the date of the Meeting. The envelope may please be superscribed “AGM QUERIES – Attn.: Shri Harish K. Vaid, Sr. President (Corporate Affairs) & Company Secretary”. (xv) Relevant details, in terms of Clause 49 of the Listing Agreement, in respect of the Directors retiring by rotation and proposed to be re-appointed are as under: Shri Sunny Gaur Shri Sunny Gaur, 42, a graduate from Delhi University, is presently Managing Director (Cement) of the Company and has rich experience of over 20 years in various aspects of the cement business, including setting up of cement plants, operation and maintenance of cement plants, finance, accounts and general administration. He has been part of the senior leadership, which successfully faced challenges of recession and brings with him an entrepreneur approach to various complex situations. He is Managing Director of Madhya Pradesh Jaypee Minerals Ltd., Chairman of Bhilai Jaypee Cement Ltd., Bokaro Jaypee Cement Ltd. and Director on the Boards of Jaypee Ganga Infrastructure Corporation Ltd., Prayagraj Power Generation Company Ltd., Jaypee Agra Vikas Ltd., MP Jaypee Coal Ltd., MP Jaypee Coal Fields Ltd., Jaiprakash Agri Initiatives Company Ltd., Himalyaputra Aviation Ltd., Jaypee Ventures Pvt. Ltd., Jaypee Infra Ventures (A Company with Unlimited Liabilities) and Jaypee Mining Ventures Pvt. Ltd. He is also a member of Audit Committee of Madhya Pradesh Jaypee Minerals Ltd., Jaypee Ganga Infrastructure Corporation Ltd. and Prayagraj Power Generation Company Ltd. Shri Sunny Gaur holds 2,38,045 equity shares in the Company in his own name and no share in the Company is held by him for any other person on a beneficial basis. Shri Sunny Gaur is brother of Shri Manoj Gaur, Executive Chairman & CEO of the Company. Shri B.K. Goswami Shri B.K. Goswami, 75, holds a Master’s degree in English from University of Delhi. He joined Indian Administrative Service in 1960. He has held various prestigious positions in various Government Departments including Chairman, Tea Board of India, Chief Secretary, Govt. of Jammu & Kashmir, Secretary, Department of Civil Supplies, Secretary Tourism, Govt. of India, Advisor to Governor of UP and Jammu & Kashmir. Besides the above, he was Chairman of J & K Tourism Development Corporation, Board of Governors of Institute of Hotel Management & Catering Technology, Bombay & New Delhi & the Task Force on Tourism constituted by Government of Kerala. He also served as Director on the Boards of Indian Tourism Development Corporation, Indian Airlines, Air India, Rajasthan Tourism Development Corporation, erstwhile Jaiprakash Industries Limited and erstwhile Jaypee Greens Limited. He was also Trustee of Consumer Education and Research Centre, Ahmedabad, Mata Vaishno Devi Shrine Board and Jim Corbett Foundation. Presently, he is Director on the Boards of Jaypee Infratech Ltd., Jaypee Development Corporation Ltd., Nectar Life Sciences Ltd., L H Sugar Factories Ltd., Blue Coast Hotels Ltd., B & A Ltd., Conservation Corporation of India Ltd., Global Trust Capital Finance Ltd., Simbholi Sugars Ltd., New Kennilworth Hotels Ltd., Naturich Labs Pvt. Ltd., and Mata Securities Pvt. Ltd. He is Chairman of (i) Finance Committee of your Company & (ii) Audit Committee of Blue Coast Hotels Ltd. Further, he is a member of (i) Audit Committee of your Company, Jaypee Infratech Ltd. and
(xi) Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, the dividend amounts which remain unpaid/ unclaimed for a period of seven years, are required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. After such transfer no claim of the members whatsoever shall subsist on the said amount. Therefore, Members are requested to encash their Dividend warrants on priority within the validity period. The Board of Directors in its meeting held on January 28, 2011 had declared interim dividend @ Re 0.40 per share i.e. 20% on the paid–up equity share capital of the Company. Members who have not yet encashed the Dividend Warrants may please write to the Company, for revalidating the Warrants. (xii) The Members may please note that the Ordinary and Special Resolutions sent through notice dated May 30, 2010, November 15, 2010 and May 14, 2011 to all Members for voting through Postal Ballot have been passed on August 31, 2010, February 19, 2011 and July 19, 2011 respectively by requisite majority. Relevant details in this regard are covered in the Corporate Governance Report annexed to the Report of the Board of Directors. (xiii) Members or their respective proxies are requested to: (a) bring copies of Annual Report sent to the Members as copies of Annual Report shall not be distributed at the Annual General Meeting;
(b) note that no gifts/coupons shall be distributed at the Annual General Meeting; and (c) quote their Folio/Client ID & DP ID No. in all correspondence.
(xiv) Any query relating to Accounts or any other items of business set out in the Agenda of the Meeting must be sent to the Company’s Registered Office at Sector 128, Noida-201 304
ANNUAL REPORT 2010-11
3
B & A Ltd.;(ii) Remuneration Committee of your Company & Blue Coast Hotels Ltd.; (iii) Finance Committee of Jaypee Infratech Ltd. and (iii) Investor Grievance Committee of Blue Coast Hotels Ltd. Shri B. K. Goswami does not hold any share (either in his name or in the name of any other person on a beneficial basis) in the Company. Shri S.C. Gupta Shri S C Gupta, 74, is B.Sc, B.Arch., PG. Dip. T & CP and a fellow of Institute of Town Planning of India. He is an accomplished Planner with over 38 years of experience in the field of Urban Development Planning. He retired as Additional Commissioner (Planning) from the Delhi Development Authority (DDA) in 1994. He is also a Professor of Planning at the School of Planning and Architecture, New Delhi. He is a senior advisor to the Association of Metropolitan Development Authorities and the Delhi Urban Arts Commission. As a consultant to the Asian Development Bank (ADB), he gave advice to Government of Uttarakhand on projecting Disaster management needs for Urban Development in the State. As an Independent Professional, he has undertaken a number of consultancy projects, most prominently as Urban Planner for the Special Economic Zone (SEZ) in Mundra, Gujarat. He is also Director on the Board of Jaypee Infratech Ltd., Jaypee Development Corporation Ltd., TLC International Ltd., Preferred Card Marketing Pvt. Ltd., Goodtimes Marketing Pvt. Ltd., TLC Relationship Management Pvt. Ltd., SLS Software Pvt. Ltd. and Sureni Holdings Pvt. Ltd. He is neither a Chairman nor a member of any of the Committees of the Board of Directors of the Companies of which he is a Director. Shri S. C. Gupta does not hold any share (either in his name or in the name of any other person on a beneficial basis) in the Company. Shri R.K. Singh Shri R.K. Singh, 65, presently a Whole-time Director of the Company, is a Science Graduate from Agra University and Bachelor of Engineering (Hons.) in Civil Engineering from University of Roorkee securing top position. Shri Singh has rich and varied experience of over 41 years to his credit. He had held various key positions including Member, Public Enterprises Selection Board, Chairman, Railway Board (Ex. Officio Principal Secretary to Government of India), Chairman, RITES Ltd., IRCON International Ltd., and RAIL Vikas Nigam Ltd. Presently Shri Singh is Managing Director of Bokaro Jaypee Cement Ltd., and Director on the Board of Jaypee Agri Initiatives Company Ltd. He is neither a Chairman nor a member of any of the Committees of the Board of Directors of the Companies of which he is a Director. Shri R. K. Singh holds 258 equity shares in his own name in the Company and no share in the Company is held by him for any other person on a beneficial basis. Shri S.D. Nailwal Shri Shyam Datt Nailwal, 63, is a fellow member of the Institute of Company Secretaries of India with 42 years’ experience in the fields of project financing, corporate planning and secretarial work. He is a Whole-time Director on the Board of the Company since July 1, 2004. Shri Nailwal is a Director on the Boards of Jaypee Arunachal Power Ltd., Jaypee Fertilizers & Industries Ltd., Himalyaputra Aviation Ltd., Jaypee Uttar Bharat Vikas Pvt. Ltd. and Jaypee Meghalaya Power Ltd. He is a member of Finance Committee and Shareholders’ / Investors’ Grievance & Share Transfer Committee of the Board of
Directors of the Company. He is also a member of Audit Committee of Jaypee Arunachal Power Limited and Remuneration Committee of Jaypee Fertilizers & Industries Limited. Shri S. D. Nailwal holds 83,938 equity shares in the Company in his own name in the Company and no share in the Company is held by him for any other person on a beneficial basis. EXPLANATORY STATEMENT Following Explanatory Statement, pursuant to the provisions of Section 173(2) of the Companies Act, 1956 sets out the material facts relating to the Special Business mentioned in the accompanying Notice dated August 12, 2011: Item No. 9 Shri Rahul Kumar was appointed as a Director w.e.f. October 31, 2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur, Founder Chairman. Further, keeping in view his contribution in the growth of the Company and his leadership qualities supported by experience, Shri Rahul Kumar was appointed as a Whole-time Director & CFO w.e.f. October 31, 2010. By virtue of Section 262 of the Companies Act, 1956 read with Article 132 of the Articles of Association of the Company, Shri Rahul Kumar holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received notice in writing alongwith a deposit of Rs.500 from a member of the Company in terms of Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Shri Rahul Kumar for the office of Director at the ensuing Annual General Meeting. Shri Rahul Kumar aged about 43 years, is a Fellow Member of the Institute of Chartered Accountants of India with around 18 years’ experience in the fields of accounting, marketing of cement, corporate planning and financing. He had been in charge of marketing of cement, cement sale accounting and also associated with corporate planning functions of the Company. He was designated as Chief Financial Officer of the Company w.e.f. April 1, 2010. Presently, he is on the Boards of Bhilai Jaypee Cement Limited (MD), Gujarat Jaypee Cement Infrastructure Limited (MD), Bokaro Jaypee Cement Limited, Jaypee Fertilizers & Industries Limited, Jaiprakash Agri Initiatives Company Limited, Rock Solid Cement Limited, RPJ Minerals Private Limited, Sarveshwari Stone Products Private Limited and Sonebhadra Minerals Private Limited. He is Chairman of the Audit Committee of Bokaro Jaypee Cement Limited (BoJCL) and Member of Allotment & Share Transfer Committee of BoJCL. Further, he is also Chairman of Allotment & Share Transfer Committee of Gujarat Jaypee Cement Infrastructure Limited. Shri Rahul Kumar holds 1,50,750 equity shares in his own name in the Company and no share in the Company is held by him for any other person on a beneficial basis. None of the Directors of the Company, except Shri Rahul Kumar himself, is concerned or interested in the Resolution. The Board commends the resolution for your approval. By Order of the Board For JAIPRAKASH ASSOCIATES LIMITED HARISH K. VAID Sr. President (Corporate Affairs) & Company Secretary
Place : NOIDA Date : August 12, 2011
Registered Office: Sector 128, Noida - 201 304, U.P.
4
DIRECTORS’ REPORT
To The Members, The Directors of your Company are pleased to present the 14th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011. WORKING RESULTS The working results of the Company for the year under report are as under: (Rs. in Crores) Financial year ended Gross Revenue Profit before Depreciation & Tax Less : Depreciation Profit before Tax Less : Provision for Tax l Current Tax l Deferred Tax l Excess Provision for Income Tax in Earlier Years reversed Profit after Tax Add : l Profit brought forward from Previous Year Profit available for appropriation Less : Transferred to : l Reserve for Redemption Premium on FCCBs l Debenture Redemption Reserve l General Reserve l Dividend paid pertaining to Previous Year Add : l Tax on proposed Final Dividend Reversed l Final Dividend received by Jaiprakash Enterprises Ltd. (Transferor Company) l Final Dividend Transferred from Trusts (in which Company is sole beneficiary) Less: Dividend l Interim Dividend l Interim Dividend received by Trusts l Proposed Final Dividend l Tax on Dividends Balance carried to Balance Sheet Basic Earning Per Share [Face value Rs. 2 per share] after Extraordinary Items Diluted Earnings Per Share [Face value Rs. 2 per Share] after Extraordinary Items 31.03.2011 13831.87 2362.32 607.81 1754.51 330.09 270.73 (14.09) 586.73 1167.78 439.69 233.62 673.31 1708.36 31.03.2010 11671.78 2837.73 456.06 2381.67 DIVIDEND For the financial year 2010-11, your Directors had declared an Interim Dividend of Re.0.40 per Equity Share of Rs.2 i.e. 20%, on January 28, 2011, absorbing an aggregate amount of Rs.85.06 Crores. The Board has recommended a Final Dividend of Re.0.40 per Equity Share of Rs. 2 i.e 20%, which will be paid after your approval at the ensuing Annual General Meeting. The final dividend will absorb an amount of Rs.85.06 Crores, excluding Dividend Distribution Tax of Rs.13.80 Crores. Thus, the total dividend of 40% for the year would result in an aggregate payout of Rs.170.12 Crores, excluding Dividend Distribution tax of Rs.13.80 Crores. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS) The particulars about conversion, outstanding amount, coupon, listing etc. of FCCBs-II (Issue size – Euro 165 Mn.) & FCCBsIII (Issue size – US $ 400 Mn.) are detailed in para 26 of the Corporate Governance Report forming part of this Report. While the outstanding amounts as on March 31, 2011 against FCCB-II and FCCB-III were to the tune of Euro 1.706 Mn & US $ 354.475 Mn, FCCB-I (Issue size – US $ 100 Mn.) stood fully extinguished from February 17, 2010. On April 9, 2011, FCCB-II aggregating Euro 1.451 Mn were redeemed on exercise of put option by the Bondholders. Thus, as on date, the outstanding amount of FCCB-II aggregates Euro 0.255 Mn. and that of FCCB-III aggregates US $ 354.475 Mn. EMPLOYEE STOCK PURCHASE SCHEME During 2010-11, “Jaypee Group ESPS, 2009 Trust” which was created in 2009 for administering the Stock Purchase Scheme of the Company namely “Jaypee Employee Stock Purchase Scheme, 2009 and for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries, allocated/ transferred 1,12,63,706 Equity Shares of Rs.2 each alongwith the Bonus thereon, to the eligible persons, in tranches, as per details given below, on receipt of the issue price of Rs.60 per share including premium of Rs.58 per share, from its total holding of 1,25,00,000 Equity Shares which were issued & allotted by the Company to the Trust on December 14, 2009, in terms of the Scheme. The Company had issued Bonus Shares on December 19, 2009, in the ratio of ONE Bonus Equity Share of Rs.2 for every TWO Equity Shares of Rs.2 each held in the Company, as on the Record Date, in terms of the Members approval accorded through Postal Ballot on December 8, 2009. Accordingly, Jaypee Group ESPS, 2009 Trust was allotted 62,50,000 Bonus Shares on its holding of 1,25,00,000 Equity Shares held on the Record Date. 13.41 Date of Transfer No. of Eligible Persons No. of No. of Bonus original Shares Shares transferred transferred (excluding Bonus) 12,500,000 6,250,000 Total no. of shares transferred (including Bonus) 18,750,000
2645.03 3812.81
1879.68 3588.04
153.54 507.11 117.00 0.11 777.76
117.32 383.54 240.00 0.01 740.87
-
3.96
-
2.40
10.22 85.06 (7.57) 85.06 13.80
10.22
7.05 75.71 (6.82) 114.73 31.93
176.35 2868.92
215.55 2645.03
5.49
8.08
Total Shares under ESPS Scheme Shares Transferred till date Balance shares
8,032
11,263,706
5,631,852
16,895,558
1,236,294
618,148
1,854,442
5.27
7.68
The balance shares lying with the Trust would be transferred to the eligible persons in due course.
ANNUAL REPORT 2010-11
5
The employee-wise details of shares transferred/ allocated to Senior Managerial Personnel by the Trust in terms of the Scheme are Annexed to this Report. It is confirmed that: (a) there is no employee who has been issued shares in any one year amounting to 5% or more shares issued during that year; and there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.
(a)
(b)
Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydro-mechanical works and Highway Tunnel for a contract value of Rs.1224 Crores; and Head Race Tunnel from Surge Shaft end, Surge Shaft, Butterfly Valve, Chamber, Pressure Shafts, Power House and Tailrace Tunnel including Hydro-mechanical works for a contract value of Rs.855 Crores.
(b)
1.2 Works in Progress The Company is presently executing the works of the projects listed below and the status of works is given below : Sl. Name of the Project No. under Execution Location Contract of the Price Project (Base Value) (Rs. in crores) Nature of Project Value of work completed as on 31.03.2011 (Rs. in crores) 463
CHANGES IN SHARE CAPITAL The Paid-up Capital of the Company on April 1, 2010 stood at Rs.4,24,92,69,266 divided into 2,12,46,34,633 Equity Shares of Rs.2 each. During the year under report, 17,98,549 Equity Shares were issued on August 5, 2010 to the bondholders who opted for conversion of their 2,500 bonds under FCCB-II Scheme. Thus, as on March 31, 2011, the Paid-up Capital of the Company stood increased to Rs.4,25,28,66,364 divided into 2,12,64,33,182 Equity Shares of Rs.2 each. OPERATIONS 1.0 ENGINEERING DIVISION 1.1 Works completed 1.1.1 During the year, following works have been completed: (i) Civil and Structural works of Clinkerisation Unit at Satna and Grinding Unit at Bhilai of Bhilai Jaypee Cement Limited. (ii) Civil and Hydro-mechanical works of 450MW Baglihar (Stage-I) Hydroelectric Project in Jammu & Kashmir (iii) Construction of Drains in Parikarma Marg area for the project water drainage for Varindavan Town, Distt. Mathura 1.1.2 Bids Under submission During the year under report, your Company participated in the Tenders for the following works : (i) Civil and Hydro-mechanical works on EPC basis of 450 MW Shongtong – Karcham Hydroelectric Project in Himachal Pradesh; (ii) Construction of DT, Dam, Intake, Desilting arrangement (Contract Package C1) for Punatsangchhu-II Hydroelectric Project, Bhutan; (iii) Construction of Headrace Tunnel (HRT) from Adit-I and Adit-II (Contract Package C2) for Punatsangchhu-II Hydroelectric Project, Bhutan; and (iv) Construction of Headrace Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tailrace Tunnel including Hydro-mechanical works (Contract Package C3) for Punatsangchhu-II Hydroelectric Project, Bhutan While the bid of the Company for 450 MW Shongtong – Karcham HEP is under evaluation by the Client, your Company has been awarded the Works at Sr. (ii) & (iv) above, as detailed hereinbelow. 1.1.3 Your Company has also submitted Application for Prequalification for Head Race Tunnel and Power House Complex (Dibang Lot:4) of 3000MW Dibang Multipurpose Project in Arunachal Pradesh and Development of Food Parks at Bhopal/ Ratlam/ Harda in Madhya Pradesh and is expected to be qualified for the Projects. 1.1.4 New Works Awarded Against the bid submitted during the year under report, your Company was awarded in July, 2011, two contracts by Punatsangchhu-II Hydroelectric Project Authority, Bhutan for construction of following pertaining to 990 MW Punatsangchhu II Hydroelectric Project ( A joint implementation of the Hydro Electric Project by the Royal Government of Bhutan and the Government of India) :-
1.
Works pertaining to : Sardar Sarovar (Narmada) Project Baglihar –II HEP
Gujarat
526
2.
Jammu & Kashmir
530
3.
Karcham Wangtoo HEP
Himachal 5,197 Pradesh (Revised) 1,925
4.
Turnkey construction Andhra of Srisailam Left Pradesh Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project 5. Yamuna Expressway (six Uttar lane165 km) connecting Pradesh Noida & Agra and (NCR) related activities 6. Zirakpur-Parwanoo Panjab, Highway From Km Haryana & 39.860 to Km 67.000 Of Himachal NH – 22 on BOT basis Pradesh 7. Ganga Expressway Uttar (Eight lane & 1,047 km Pradesh long) connecting Greater Noida & Ballia and related activities 8. Civil and Structural Jharkhand work, Residential Complex, Mechanical fabrication and erection and electrical fabrication, erection and installation for Grinding Plant at Bokaro of Bokaro Jaypee Cement Limited. 9. Widening and facelifting Uttar of Varindavan Parikarma Pradesh Marg and construction of Kesi Ghat Bridge on Varindavan Parikarma Marg 10. Construction of Sewer Uttar System including Pradesh replacement of old sewer raising main at Parikarma Marg at Varindavan, Distt. Mathura
Power Generation (1200 MW) Power Generation (450 MW) Power Generation (1000 MW) Irrigation Tunnels
--
4,980
666
6,000 Expressway Project
4,551
414
Highway Project
312
30,000 Expressway Project
_
101
Cement Project
65
32
Road and Bridge works
9
10
Sewer works
8
6
Projects being executed in Joint Venture 1. Polavaram Project Right Main Canal Package – 4 2. Veligonda Feeder and Teegaleru Canal Project-2 3. Rajiv Sagar Lift Irrigation Project (Dummugudem) Andhra Pradesh Andhra Pradesh Andhra Pradesh 301 343 (Revised) 282 Irrigation Canal Irrigation Canal Lift Irrigation Project Irrigation Canal 137 232
INDICES ?
LIME- RAW MEAL STONE GRINDING CRUSHING
CLINKER PRODUCTION
CEMENT GRINDING
80
4. GNSS Main Canal Andhra 112 _ from km. 119.000 to Pradesh km 141.350 including construction of CM & CD works Total 45,773 2,650 MW 11,503 The progress of work on all the projects is generally satisfactory. 2.0 CEMENT DIVISION Operations The details of production and sale of Cement/ Clinker during the year, as compared to the previous year, are as under:2010-11 (MT) Cement Production (MT) Clinker Production (MT) Cement and Clinker Sale (MT) (including Self-Consumption) 1,46,75,679 1,15,29,728 1,50,94,616 2009-10 (MT) 1,05,16,145 83,52,601 1,05,53,033 Growth 39.55% 38.04% 43.04%
UNIT (MT) (MT) (MT) 6.Dalla Cement 28,22,972 27,59,284 18,69,720 Factory, Dalla (UP) 7.ChunarGrinding - 21,53,577 21,41,816 Unit, Chunar (UP) 8.Jaypee Himachal 33,57,191 34,40,026 22,76,035 20,157 Cement Plant – Baga 9.Jaypee Himachal - 14,67,000 14,63,091 Cement Plant Bagheri 10.Jaypee Cement - 10,41,484 10,38,384 Grinding Unit, Panipat (Haryana) 11.Jaypee Roorkee 8,59,444 8,55,068 Grinding Unit 12.Jaypee 17,91,604 17,72,233 11,44,833 7,36,755 7,75,048 Gujarat Cement Plant, Sevagram, (Gujarat) 13.Jaypee 7,18,176 7,13,395 Wanakbori Grinding Unit TOTAL 1,70,84,151 1,73,95,430 1,15,68,318 1,47,14,266 1,52,15,651 Note: The above figures are inclusive of trial run for newly commissioned plants 2.1 Operational Performance During the year the Company has successfully commissioned its 2nd Unit at Sewagram, Gujarat (1.2MTPA) and 2nd Grinding Facilities at Wanakbori, Gujarat (1.2MTPA). Cement Production has increased to 14.71 Million Tonnes in 2010-11 from 10.69 Million Tonnes in 2009-10. Cement Dispatches including Clinker Sale has also increased to 15.22 Million Tonnes in 2010-11 from 10.98 Million Tonnes in 2009-10 and to 16.16 Million Tonnes in 2010-11 from 11.22 Million Tonnes in 2009-10 after taking into account Dispatches from M/s Bhilai Jaypee Cement Limited, a JV of Jaiprakash Associates Limited and Steel Authority of India Limited (SAIL). 2.2 Expansion Plans The Company is expanding its Cement Production Capacity to 30.75 MTPA. An additional capacity of 4.3 MTPA is being added through Joint Ventures with Steel Authority of India Limited (SAIL) taking the Group’s total capacity to 35.05 MTPA by 2012 which shall further strengthen Jaypee Group’s position of being the 3rd largest Cement producing group in India. The implementation of the on-going Projects is progressing satisfactorily. 3.0 HOTELS DIVISION The Hotels Division of the Company has 5 five star luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and 45 new rooms are being added to its inventory. Jaypee Greens Golf & Spa Resort, a prestigious presentation by Jaypee Hotels in the luxury segment, offers 170 state of art rooms and world renowned “Six Senses Spa” overlooking the Championship 18 hole Greg Norman Golf Course at Jaypee
CEMENT DESPATCH including Clinker sale (MT) (MT) 3,86,859 4,34,190
Zone-wise operating Capacity/Capacity under implementation and Captive Power Plant Capacity in the Cement Division of the Company are as under :CAPACITY MTPA CAPACITY CAPACITY UNDER OPERATIVE IMPLEMENTATION MTPA MTPA 11.20 3.00 2.75 4.70 1.50 4.80 2.10 5.00 23.70** 11.35 TOTAL MTPA 11.20 5.75 6.20 4.80 2.10 5.00 35.05* CAPTIVE POWER (MW) 124.00 64.00 90.00 35.00 313.00
CENTRAL ZONE UP ZONE NORTH ZONE WEST ZONE EASTERN ZONE SOUTH ZONE TOTAL
* Includes 4.3 MTPA of two JV/subsidiary companies of Jaiprakash Associates Limited. **includes 2.2 MTPA of JV/Subsidiary of Jaiprakash Associates Limited.
During the financial year 2010-11, Productivity Indices of the operating units were as under: INDICES ? LIME- RAW MEAL STONE GRINDING CRUSHING (MT) 42,64,338 28,78,784 (MT) 44,26,266 29,57,346 CLINKER PRODUCTION (MT) 29,40,259 19,76,071 CEMENT GRINDING CEMENT DESPATCH including Clinker sale (MT) (MT) 28,66,746 29,08,477 22,13,357 9,43,843 24,21,261 9,41,528
UNIT 1. Jaypee Rewa Plant, Rewa (MP) 2.Jaypee Bela Plant, Bela (MP) 3.Jaypee Ayodhya Grinding Operations, Tanda (UP) 4.Jaypee Cement Blending Unit,Sadva Khurd (UP) 5.Jaypee Sidhi Cement Plant, Baghwar (MP)
-
-
-
2,12,525
2,12,525
19,69,262
20,40,275
13,61,400
11,14,500
12,90,710
ANNUAL REPORT 2010-11
7
Greens, Greater Noida, U.P. It has emerged as a preferred choice of upmarket business travellers. The Company has India’s first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course. In recognition of our hospitality, the Golf Course at Jaypee Greens, Greater Noida has been conferred with the prestigious “BEST TOURISM FRIENDLY GOLF COURSE” award by the MINISTRY OF TOURISM, Govt. of India. In the close proximity to the Golf Course is Atlantis-The Club, an integrated sports complex that offers World Class sporting events & tournament facilities, rooms & conference facilities and Jaypee DelCourt, offering hospitality with a difference, offers 27 well appointed rooms and 36 service apartments making it a viable destination for corporate entrepreneurs, expats business and leisure stays. The Company’s Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP). It is the endeavour of the Company to tirelessly strive to maintain befitting growth rate in the hotel business and keep the staff and executives of the hotel well motivated and enthusiastic for facing new challenges emerging from the changing tastes of different segments of tourists and travelers and to establish a distinct niche in the hotel industry. The Company is confident to achieve better quotient of customers’ satisfaction and to achieve higher growth coupled with optimization of the resource utilization. The growth of the Tourism Industry has shown positive signs. In view of the country’s rapid economic growth the hotel industry is expected to remain buoyant. 4.0 REAL ESTATE DIVISION Jaypee Greens, Greater Noida Spread across 452 acres, Jaypee Greens, Greater Noida is the maiden golf centric residential project of your Company. The project integrates Luxury Villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve, a 5 star spa resort, Town Centre etc. During the year under report, Jaypee Greens Greater Noida has bagged several prestigious International awards including the “Best Golf Course- India” at Asia Pacific Property Awards 2011. A new residential development “The Castille Apartments” have also been introduced which offers uninterrupted views of 18 hole golf course. Jaypee Greens Wish Town Noida Second real estate project - Jaypee Greens Noida being developed by Jaypee Group is an epitome of extraordinary living. Spread over 1162 acres, it has been designed as a new and exciting place to live, work and play. It offers wide range of residential options from independent homes to high-rise apartments and penthouses, along with host of other amenities such as numerous Graham Cooke designed golf facilities, Super specialty medical centers, educational facilities, landscaped parks and lakes, various recreational facilities and entertainment centers. Within the Noida development, new residential communities – Jaypee Greens The Orchards, Jaypee Greens Krescent Homes, Jaypee Greens Pebble Beach Residences, have been introduced which are a combination of low, mid and high rise residential apartments. Kingswood Oriental Villas, one of the most luxurious offering by Jaypee Greens, also won the “Highly recommended Multiple Units Residential Property”
Award at the Asia Pacific Property Awards 2011. Jaypee Greens AMAN Jaypee Greens third residential project Jaypee Greens AMAN at Sector 151 is located on the fast developing NoidaGreater Noida expressway and offers 2 & 3 BHK apartments. Spread over 70 acres, the project also comprises Chip & Putt golf course, Gardens, Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums. Primary and Senior Secondary Schools, Crèche, Kid’s play area etc. At present phase II of the project has been launched. The new phase has 2/3 BHK apartments that offers beautiful views of lush green landscapes, pitch & putt golf course and aesthetically designed streetscapes assuring calm, convenient and complete lifestyle. Jaypee Greens Sports City The Jaypee Greens Sports City located on the Yamuna Expressway, spread over 5000 acres, is the latest project launched by Jaypee Greens and comprises of India’s first International Motor racing track scheduled to host India’s first F1 race in October, 2011, International standard cricket stadium, a 15.7 Kms long green boulevard and much more. The development will be divided into various thematic districts offering commercial, residential and institutional facilities. The Commercial zone will offer well defined areas for elaborate financial and civic centers, along with this Residential Districts which will have a vast range of products including villas, town homes, residential plots and mid to high rise apartment blocks, with regular water supply and 24 hours electric power supply, to suit the requirements of all. A new residential community of high rise apartments - The Kove has been introduced in the market. The luxurious apartments are set amidst a healthy and pollution free neighborhood with numerous other facilities like a pitch & putt golf course, various themed gardens, children play areas etc. The work on all these projects being developed & marketed by your Company is progressing satisfactorily. DIVERSIFICATION A. WIND POWER PROJECT The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat), which was fully commissioned on 31st March, 2008. Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 78.8 Mn units and Rs.29.81 crores against 86.7 Mn units and Rs.31.76 crores respectively in the year 2009-10. B. DEVELOPMENT PRADESH (a) OF COAL BLOCKS IN MADHYA
Madhya Pradesh Jaypee Coal Limited (MPJCL) was incorporated on May 14, 2009, as a joint venture with Madhya Pradesh State Mining Corporation Ltd. (MPSMCL) for mining and sale of Coal from Dongri Tal-II Coal Block at Singrauli in Madhya Pradesh. MPSMCL holds 51% of the issued equity shares of MPJCL in consideration for the mining rights granted to the Joint Venture Company and your Company holds 49% equity in the Joint Venture Company. The JV Company is thus
8
treated as a Government Company within the meaning of Section 617 of the Companies Act, 1956. The progress of the Project is satisfactory. (b) Madhya Pradesh Jaypee Coal Fields Limited (MPJCFL) was incorporated on January 4, 2010, as a joint venture with Madhya Pradesh State Mining Corporation Ltd. (MPSMCL) for mining and sale of coal from Mandla (South) Coal Block in District Chhindwara (M.P.). MPSMCL holds 51% of the issued equity capital of MPJCFL in consideration for the mining rights granted to the JVC from Mandla (South) Coal Block and JAL holds 49% of the equity capital in the said company. The JV Company is thus treated as a Government Company within the meaning of Section 617 of the Companies Act, 1956. The Company has received various clearances and necessary steps are being taken to obtain the remaining clearances including Environment Clearance. (c) Madhya Pradesh Jaypee Minerals Limited (MPJML) is a joint venture of your Company with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for developing a Coal Block at Amelia (North) in Singrauli District in the State of Madhya Pradesh. This Company is also treated as Government Company within the meaning of Section 617 of the Companies Act, 1956, as MPSMCL holds 51% of the Equity of MPJML which has been allotted to it in consideration for the mining rights granted to the company, and balance 49% is held by your Company. Project activities relating to Mine Development have been completed. Various statutory approvals/ clearances including permission from the MP Pollution Board to operate under Air Act, 1981 and Water Act, 1984, purchase of 728.75 Ha of tenancy land from Govt. of MP for compensatory afforstation including getting Gazette Notification issued, approval of Eco-restoration Plan from PCCF, Bhopal are in place. The Company is now awaiting final clearance from the Ministry of Environment and Forest to start mining of Coal from Amelia (North) Coal Block. (d) Your Company had been awarded rights for mining of coal in Mandla (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been taken to obtain various clearances including Environment Clearance. Coal from this Block shall be available for captive consumption for Cement Division of the Company. C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH The Plant is operating successfully, taking daily garbage of the city of Chandigarh as per agreement. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refused Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, is being disposed off commercially and is becoming popular as a good substitute of conventional fuel in the industry located around Chandigarh. D. EXPLORATION AND DEVELOPMENT OF OIL AND NATURAL GAS The seismic exploration activities including surveys are progressing as scheduled, in the largest onshore oil-gas block in the ‘South Rewa Basin’ in Madhya Pradesh, awarded to your Company under NELP-VI Round. Your Company has 90% interest in the block and the consortium partner Prize Petroleum Company Limited who is the ‘Operator’ has 10% interests. The 1st phase of exploration is scheduled to be completed in the year 2012. The completion of 1st phase shall prima-facie establish the presence of hydrocarbons for pursuing the next phase.
E.
DIVERSIFICATION INITIATIVES Company’s other diversification initiatives include development and mining of Coal, setting-up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, and Fertilizer business. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries. SUBSIDIARIES During the year under report, your Company had following subsidiaries which are engaged in different business activities: 1. 2. 3. 4. 5. 6. 7. 8. 9. Jaiprakash Power Ventures Limited Jaypee Arunachal Power Ltd. Bina Power Supply Co. Ltd.* Jaypee Karcham Hydro Corporation Limited* Jaypee Powergrid Limited. Sangam Power Generation Co. Ltd. Prayagraj Power Generation Co. Ltd. Jaypee Meghalaya Power Limited (w.e.f.26.8.2010) Bhilai Jaypee Cement Limited
10. Bokaro Jaypee Cement Limited 11. Gujarat Jaypee Cement & Infrastructure Limited 12. Jaypee Cement Corporation Limited (w.e.f.22.2.2011) 13. Jaypee Infratech Limited 14. Jaypee Ganga Infrastructure Corporation Limited. 15. Himalyan Expressway Limited 16. Jaypee Agra Vikas Limited 17. Jaypee Sports International Limited 18. Jaypee Fertilizers & Industries Limited**(w.e.f.3.6.2010) 19. Madhya Pradesh Jaypee Minerals Limited***. *Out of the above, Bina Power Supply Company Limited and Jaypee Karcham Hydro Corporation Limited (Transferor Companies) were amalgamated with Jaiprakash Power Ventures Limited (Transferee Company), w.e.f. the Appointed Date viz. April 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon’ble High Court of Himachal Pradesh vide its Order dated July 25, 2011 which was filed with the Registrar of Companies on July 26, 2011 thereby making the amalgamation effective from the Appointed Date. **The first Financial Year of Jaypee Fertilizers & Industries Limited will close on August 31, 2011. ***Madhya Pradesh Jaypee Minerals Ltd.(MPJML), which was a subsidiary of your Company, ceased to be as such w.e.f March 3, 2011, consequent upon increase in the shareholding of Madhya Pradesh State Mining Corporation Ltd. to 51% of the capital of MPJML. In terms of the Shareholders’ approval accorded on July 19, 2011, Himalayaputra Aviation Limited was incorporated on July 23, 2011, as a wholly-owned subsidiary of the Company to undertake aviation business. Accordingly, the accounts of remaining 15 subsidiaries have been consolidated alongwith the accounts of your Company. The status of the aforesaid subsidiaries is as under: POWER AND RELATED BUSINESS 1. Jaiprakash Power Ventures Limited (JPVL) AMALGAMATION During the year under report, erstwhile Jaypee Karcham Hydro Corporation Limited(JKHCL) and Bina Power Supply
ANNUAL REPORT 2010-11
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Company Limited (BPSCL) (Transferor Companies) were amalgamated with Jaiprakash Power Ventures Limited (Transferee Company), (all the three were subsidiaries of your Company) w.e.f. the Appointed Date viz. April 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon’ble High Court of Himachal Pradesh vide Order dated July 25, 2011 which was filed with the Registrar of Companies on July 26, 2011 thereby making the amalgamation effective from the said Appointed Date. Consequent upon the said amalgamation, 1000 MW Karcham Wangtoo Hydro-electric Power Station being implemented by JKHCL and 1250 MW Thermal Power Project (with 500 MW being implemented in Phase-I) at Bina (Madhya Pradesh) being implemented by BPSCL, stood merged with JPVL alongwith all their assets, liabilities, rights, titles, interests, contracts, agreements etc. OPERATIONS Post amalgamation, your Company holds 67.93% of equity share capital of JPVL which has three operative Hydroelectric Power Stations, namely, 1. 2. 3. 300 MW Jaypee Baspa-II Hydro-electric Power Station in Himachal Pradesh; 400 MW Jaypee Vishnuprayag Hydro-electric Power Station in Uttarakhand; and 1000 MW Jaypee Karcham Wangtoo Hydro-electric Power Station in Himachal Pradesh. (Out of 1000 MW (4 x 250 MW) capacity of Jaypee Karcham Wangtoo Hydro Electric Project, first unit of 250 MW was commissioned on 26th May, 2011, second unit of 250 MW was commissioned on 23rd June, 2011 and third and fourth units of 250 MW each are expected to be commissioned during the quarter ending 30th September, 2011).
Bina, Distt. Sagar (MP) is being implemented in two phases and the first phase of 500 MW (2 x 250 MW) is under implementation and is expected to be commissioned by November, 2011. VERIFIED EMMISSION REDUCTIONS (VERs) JVPL sold 3,50,000 VERs in respect of Jaypee Baspa-II Hydro-electric Plant during the year for Rs.8.19 crores. As for Jaypee Vishnuprayag Hydro-electric Plant, sale consideration in respect of 14,60,564 VERs aggregating Rs.30.02 crores was received during the year under report. Further, 1000 MW Jaypee Karcham Hydro-electric Plant in the State of Himachal Pradesh and 1320 MW Jaypee Nigrie Super Thermal Power Project in the State of Madhya Pradesh shall be eligible for CERs under Clean Development Mechanism (CDM). 2. Jaypee Arunachal Power Limited (JAPL) PROGRESS ON THE PROJECT JAPL is taking necessary steps to implement 2700 MW Lower Siang Hydro-Electric Project and 500 MW Hirong Hydroelectric Project in the State of Arunachal Pradesh. For 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for Detailed Project Report and Defence clearance have already been obtained. The Company is in the process of obtaining necessary clearance from Ministry of Environment and Forest. For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence Clearance. The company is in the process of obtaining CEA concurrence for Detailed Project Report and necessary clearance from Ministry of Environment and Forest. 3. Jaypee Powergrid Limited (JPL) Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, a Central Government Power Utility Undertaking, is setting up 213 Km long 400 Kv Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing Baspa-Jhakri double circuit line. LILO line is being used for evacuation of power generated from 1000 MW Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at Abdullapur and Line Reactors at power station switchyard have also been commissioned by JPL, the entire transmission line is expected to be completed by end of September, 2011 leading to complete commissioning of the Project. 4. Sangam Power Generation Co. Ltd. (SPGCL) SPGCL was incorporated by Uttar Pradesh Power Corporation Limited (UPPCL) for implementation of 3x660 MW Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. It was decided to put up three generation units of 660 MW each with a total capacity of 1980 MW in the first phase itself. SPGCL became subsidiary of JPVL w.e.f. 23rd July 2009. The survey works for the Row of water pipeline stands completed and necessary permission for laying pipelines has been requested to UPPCL. 5. Prayagraj Power Generation Co. Ltd. (PPGCL) PPGCL was incorporated by Uttar Pradesh Power Corporation Limited for implementation of 3*660 MW Thermal Power Project (with permission to construct two additional generation units of 660MW each) in Tehsil Bara of District Allahabad, Uttar Pradesh. PPGCL became subsidiary of JPVL w.e.f. 23rd July 2009. The construction of temporary base camp and Boundary Wall is nearing completion. Major Plant, Equipment and Machinery required for execution of civil work had reached the Project
The performance of the said Hydro Power Stations, their plant availability and the Energy Generation during the year under report was satisfactory. The Plant Availability and Energy Generation of each of the Plants for the Financial year from 1st April, 2010 to 31st March, 2011 were as under: Plant Plant Generation Availability (Million Units) (%) Net Saleable Energy 98.92% 1291.61 98.84% 1757.26
BASPA-II (300 MW) VISHNUPRAYAG (400 MW)
Besides the above, JPVL also has two Thermal Power Projects, which are under implementation, namely, 1. 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh. 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I of 500 MW is currently under implementation).
2.
1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT The work on 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily and all major statutory approvals, required at the current stage of the project, have been obtained. Total requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks. Unit-I of the project is scheduled for commissioning in April, 2013 and Unit-II is likely to be commissioned in October, 2013. 1250 MW JAYPEE BINA THERMAL POWER PLANT 1250 MW coal based Jaypee Bina Thermal Power Plant at
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Site. Boiler Foundation for Unit-I is completed and for UnitII & III is in progress. Concrete work in TG building, bunker bay and coal mill is in progress. Excavation work for water reservoir, water channel, chimney etc. and road work is in progress. Phase-I (1980 MW) of the Project is planned for commissioning by 2014 and the Phase- II (1320MW) would be commissioned by 2016. 6. Jaypee Meghalaya Power Limited (JMPL) JMPL is implementing 270 MW Umngot HE Project in the Umngot river in the State of Meghalaya and 450 MW KynshiII Hydro-electric Power Project in the Kynshi River Basin of Meghalaya on BOOT (Build, Own,Operate and Transfer) basis. Jaiprakash Power Ventures Limited (JPVL), its holding company, had entered into Memorandum of Understandings with Government of Meghalaya for development and commissioning of Projects. In terms of the Memorandum of Understandings, the Projects are to be implemented through a Special Purpose Vehicle and accordingly JMPL was got incorporated by JPVL as its wholly owned subsidiary for this purpose. CEMENT BUSINESS 7. Bhilai Jaypee Cement Limited (BJCL) As informed in the last report to the shareholders, the Clinkerisation Unit of the split-located project of BJCL at Babupur, Satna was successfully commissioned in December 2009. After completion of the project activities of the Grinding Unit at Bhilai, on schedule, despatch of cement from this Unit has started from June 2010. 8. Bokaro Jaypee Cement Limited (BOJCL) Implementation of the 2.1 million tonnes per annum capacity Cement Plant at Bokaro in the State of Jharkhand has reached the final stages. After successful trial runs, the first cement mill has been commissioned.. 9. Gujarat Jaypee Cement & Infrastructure Limited (GJCIL) GJCIL was incorporated as a Joint Venture between Jaiprakash Associates Limited (JAL) and Gujarat Mineral Development Corporation Limited (GMDC), inter-alia, to implement a 2.4 Million tones per annum capacity cement plant in District Kutch, Gujarat. Approximately 484 hectares of land is required for setting up the cement plant. Pending approval and issue of the new Jantri for fixing the rates for valuation of Government land by the Government of Gujarat, the Government land is yet to be acquired by the Company. The matter is under active and close persuation with the State Government. Environment Impact Assessment on the identified land has, in the meanwhile, been made and clearance from State Wild Life Protection & Forest Deptt has also been received for the proposed cement plant. Further progress on this issue depends upon expeditious acquisition of Government land. 10. Jaypee Cement Corporation Limited (JCCL) In terms of the approval of the Shareholders accorded through Postal Ballots on February 19, 2011, the Company had acquired 100% stake in the equity capital of Jaypee Cement Corporation Limited (earlier known as Zawar Cement Private Limited), thereby making it a wholly owned subsidiary. The assets of the said company include area of 519.933 Hectares of freehold land (191.593 Ha together with buildings and structures thereon and the mining freehold land 328.34 Ha) at Bankur Village of Chittapur Taluka, Distt. Gulbarga, Karnataka. It is proposed to set up an integrated cement plant with a 3.0 Mn tpa cement grinding capacity alongwith 26 MW captive
power plant at estimated project cost of Rs.1400 Crores at Shahabad Distt., Gulbarga, Karnataka, which is proposed to be funded by Term Loans of Rs.910 Crores and Equity Share Capital of Rs.490 Crores. The project is scheduled to be commissioned by September 30, 2013. Orders for procurement of main Plant & Machinery have been placed. Financial closure is also likely to be achieved by September, 2011. EXPRESSWAYS AND RELATED BUSINESS 11. Jaypee Infratech Limited (JIL) The construction of Yamuna Expressway is progressing at a fast pace. While the Earth work, Culverts, Vehicular Underpasses and Minor Bridges are nearing completion, the Interchanges have been completed to the extent of 85%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) has also been completed to the extent of 80%. Though the Concession Agreement envisages the completion of the Expressway by April, 2013, the Project is expected to achieve commercial operations by March, 2012. JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway - one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. JIL is presently developing an aggregate of 3.49 million Square meters saleable area at Noida land parcel. 12. Jaypee Ganga Infrastructure Corporation Limited (JGICL) JGICL was incorporated on March 18, 2008 as a wholly owned subsidiary of your Company for implementation of the “Ganga Expressway Project” consisting of the prestigious 1047 km long 8-lane Access-Controlled Expressway connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga together with the development of 12,281 hectares of land parcels at eight different locations in Uttar Pradesh. The Ganga Expressway Project was awarded on Design, Build, Finance and Operate (DBFO) basis. After obtaining necessary approvals, the Concession Agreement was executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008. The Project of the Company is still in the development stage. Preparatory work for the Project was started and necessary steps were being taken to obtain requisite approvals including Environment Clearance, when the Hon’ble High Court of Allahabad vide its Order dated 29.05.2009, quashed the environment clearance earlier issued by State Environment Impact Assessment Authority (SEIAA) on 23.08.2007. In compliance to SEIAA direction dated 18th January, 2011, the EIA application was submitted to MOEF on 16th April, 2011. The process of acquisition of land for construction of the Expressway and development of Land Parcels will be initiated after the environment clearance is obtained. 13. Himalyan Expressway Limited (HEL) HEL was incorporated as a Special Purpose Vehicle (SPV) for implementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The Project consists of 17.39 Km of widening of existing two – lane carriageway to four – lane and 10.14 Km of new four - lane bypass. The work of the existing carriageway has been completed except some finishing work e.g. installation of signage’s, lighting, wearing coat on service road, road marking and load test on structures etc, whereas the work on Bypass is progressing fast and is expected to be completed by December 2011. 14. Jaypee Agra Vikas Ltd. (JAVL) JAVL is implementing Project for Development of Inner Ring Road at Agra under Integrated Urban Rejuvenation Plan on design, build, finance, operate and transfer (DBFOT) basis
ANNUAL REPORT 2010-11
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and other infrastructure facilities, which include: (a) 20.5 km starting NH-2 near Kuberpur Village and ending at NH-3 near village Rohta as a 6 lane road extendable to 8 lanes Upgradation of section of Fatehabad Road starting from junction point of the above road with Fatehabad road near Budhera Village upto Taj Mahal parking area including: • Construction of 4 lane elevated road plus 2 lane service roads on either side at grade for 2.5 km length Upgradation of existing Fatehabad road of 3 km length at grade to 4 lane facility along with 2 lane service road on either side to provide improved access to Taj Mahal.
(b)
the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company’s Head Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com. The Directors are of the opinion that the subsidiaries and Joint Ventures of your Company have bright future. OUTLOOK Keeping in view the performance and future prospects of the Company’s business, the expansions and diversifications being undertaken and the business of its subsidiaries, your Company is poised for sustained growth and the outlook is bright. DIRECTORATE During the period under report, Shri Jaiprakash Gaur resigned from the Board w.e.f. October 31, 2010, which was reluctantly accepted by the Board in its meeting held on October 31, 2010. The Board placed on record its deepest appreciation for Shri Jaiprakash Gaur, the Founder of the Jaypee Group & a visionary leader with humility and accomplishments, for his immense contribution in developing the Company and taking it to glorious height of all round excellence with potential for quantum leaps in future. On the request of the members of the Board, Shri Jaiprakash Gaur acceded to be a Permanent Invitee in the future meetings of the Board in his capacity as Founder Chairman of Jaypee Group. Further, Shri K P Rau, a nominee of IDBI Bank Limited ceased to be on the Board of the Company w.e.f. November 1, 2010 consequent upon the withdrawal of nomination by his nominating institution. The Board places on record its appreciation for the valuable contributions of Shri Rau during his tenure on the Board. During the period under report, Shri Rahul Kumar, CFO was coopted as a Director w.e.f. October 31, 2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur. Shri Rahul Kumar was, further, appointed as a Whole-time Director & CFO of the Company for a period of five years w.e.f. October 31, 2010. Since Shri Rahul Kumar holds office of Director till the ensuing Annual General Meeting and proposal for his appointment as Director has been received from a shareholder, the same has also been included in the Notice of the Annual General Meeting for your approval. Shri Viney Kumar was appointed as Nominee of IDBI Bank Limited w.e.f. November 1, 2010 in place of Shri K P Rau. Shri Manoj Gaur, Executive Chairman & CEO was re-appointed as such for a further period of five years w.e.f. April 1, 2011, with substantial powers of management. S/Shri Sunny Gaur, B K Goswami, S C Gupta, R K Singh and S D Nailwal, Directors would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General meeting for your approval. DEPOSITS Fixed deposits received from the shareholders and the public as on March 31, 2011 stood at Rs.1761,92,85,000. Deposits of Rs.7,76,70,000 due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2011, most of which were subsequently claimed/renewed. PARTICULARS OF EMPLOYEES A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.
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In terms of the bid, the Project was to be implemented through a Special Purpose Vehicle. As such JAVL was incorporated by JAL as its wholly owned subsidiary. Concession Agreement has been signed between Agra Development Authority and JAVL and JAVL. SPORTS AND RELATED BUSINESS 15. Jaypee Sports International Limited (JPSIL) JPSIL has been allotted around 1100 Ha of land for development of Special Development Zone (SDZ) with sports as 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 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. The motor race track is nearing completion to host the First Indian Grand Prix scheduled to be held in end of October, 2011. The development of basic infrastructure for making of Cricket Stadium has already commenced and this would attain faster pace after October, 2011. The non-core activities planned are group housing, plots, multistory flats, commercial area, institutional, roads, open space and other social activities. The works on the Project are progressing satisfactorily. FERTILIZERS AND RELATED BUSINESS 16. Jaypee Fertilizers & Industries Limited (JFIL) In terms of the approval of the Company’s shareholders accorded on August 31, 2010 for investment in Fertilizer business, JFIL was incorporated as wholly owned subsidiary. JFIL has proposed to participate as a strategic investor in the Revival Scheme of a Fertilizer Plant which is presently under consideration before the Board of Industrial & Financial Reconstruction (BIFR). The hearing before BIFR is in advance stages and the decision is expected shortly. CONSOLIDATED FINANCIAL STATEMENTS The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards AS-21 “Consolidated Financial Statements” prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts. In terms of the general exemption granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs vide its General Circular No.2/2011 dated February 8, 2011, the Audited Balance Sheets as at March 31, 2011 of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information in aggregate for each subsidiary including subsidiaries of subsidiaries has been disclosed in the consolidated Balance Sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of
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PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended March 31, 2011 are annexed and form an integral part of this Report. NOTES ON ACCOUNTS The observations of Auditors and Notes on Accounts are selfexplanatory. AUDITORS Statutory Auditors: M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Secretarial Auditors : As a part of good Corporate Governance practices being followed by the Company, M/s Chandrasekaran Associates, Company Secretaries, were voluntarily appointed to conduct the Secretarial Audit for the financial year 2010-11 and their report forms part of the Annual Report. Cost Auditors: For the financial year 2010-11, the Board of Directors of the Company had appointed, after recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, as Cost Auditors for auditing the cost accounts in respect of the Cement products pertaining to various units of the Company. In terms of The Companies (Cost Audit Report) Rules, the cost audit report relating to thirteen Cement Plants of the Company, for the financial year ended March 31, 2010, had been filed with the Central Government. For the financial year 2011-12, the Board of Directors of the Company have re-appointed, on the recommendations of the Audit Committee, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts relating to the Cement/ Cement products manufactured by the Company. CORPORATE GOVERNANCE Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed. The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement. Further, the Company is implementing, in a phased manner, recommendations contained in the Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India, details of which are given under the head ‘Voluntary Guidelines on Corporate Governance” in the Corporate Governance Report forming part of this Report. EMPLOYEE RELATIONS Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited
annual accounts for the year ended March 31, 2011 : i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2011 and the profit of the Company for that period; that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the Directors had prepared the annual accounts on a going concern basis.
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ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited, Export-Import Bank of India and Consortium of Banks and valued customers, for their valuable support and cooperation. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company. On behalf of the Board August 12, 2011 MANOJ GAUR Executive Chairman
ANNEXURE TO THE D IRECTORS’ R EPORT Information in pursuance to Sub-section 2A of Section 217 of the Companies Act, 1956 is given below: Name of Employees, Designation/ Nature of Duties, Gross Remuneration (Rs.), Qualification, Age (in years), total Experience (in years), Date of commencement of Employment, Previous Employment: A. Employed throughout the year and in receipt of remuneration aggregating Rs.60,00,000/- or more per annum Shri Manoj Gaur, Executive Chairman & CEO, Rs.22,905,252, B.E. (Civil Hons.), 47, 26, November 1,1985, Jaiprakash Industries Limited. Shri Sunil Kumar Sharma, Executive Vice-Chairman, Rs.21,505,661 B.Sc., 51, 33, January 1,1986, Jaiprakash Industries Limited. Shri Sunny Gaur, Managing Director (Cement), Rs.9,169,529, Graduate, 42,18, February 1, 1992, Jaiprakash Industries Limited. Shri Pankaj Gaur, Joint Managing Director (Construction), Rs.8,273,047, B.E (Instrumentation), 40, 18, March 12, 2004, Jaiprakash Industries Limited. Shri Ranvijay Singh, Whole Time Director, Rs.6,251,676, B.E (Civil), 45, 23, December, 14, 2007, Gujarat Anjan Cement Limited. Shri Rahul Kumar, Whole-time Director & C.F.O., Rs.7,572,747, F.C.A., 43, 18, November 1, 2006, Jaiprakash Enterprises Limited.
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ANNUAL REPORT 2010-11
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7.
Shri Karlheinz Klaus, General Manager, Rs. 7,138,626, Diploma in Mech. Engg.,60, 29, January 15, 2010, Polysius, Germany. Shri Allan Henry Le Roux, General Manager (Tolling), Rs.7,674,966, N5 Digital Electronics, 49, 32, September 1, 2009, Soma – Isolux NH One Tollway Pvt. Ltd., Gurgaon. Shri Grant Raymond Jeffries, General Manager, Rs.6,642,097, M.B.A., 42, 23, March 2, 2010, Centra Grand Island Maldives. Employed for part of the year and in receipt of remuneration aggregating Rs. 5,00,000/- or more per month. NIL
Form A prescribed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Cement Business is appended. Energy Conservation Measures : AT JAYPEE REWA PLANT : CLINKER -UNIT –I I 04 nos 50 KVAR each capacitor installed in LC-1 to improve power factor from 0.86 to 0.91 High efficiency dust collector fans installed in Packer No.2,3 & 4; thereby saving in power by 30 KW total in three fans. Installation of SWAM blower for coal firing for energy saving. One blower is now run in place of earlier two blowers. Raw Mill cyclone discharge air slides replaced by direct chute arrangement thereby eliminating any stoppage and energy savings nearly 8 KWH by stopping 2 nos. air slide blowers. System is running satisfactorly. Coal Mill Fan used to trip after 30 min. of main drive stop. Interlock changed and now Fan trips after 10 min. of motor stop resulting in power saving. Raw Mill / Cement Mill & Coal Mill separator was running continuously, now tripping device has been incorporated resulting in energy saving. Beblec make Energy saver pannel has been installed to reduce lighting power consumption at CPP. Raw Grinding VRM Dam ring height optimised to reduce power consumption. To avoid running of DG Sets and use of GEB power, overhead lines have been installed and this is under commissioning. This will feed power from CPP to APP, Town ship, Auto workshop etc. Equipments performance yet to established. It is under study to optimize the optimal use of energy. Equipments performance yet to established. It is under study to optimize the optimal use of energy.
8.
9. B.
AT JAYPEE BELA PLANT : i ii iii
Notes: 1. Salary paid to Shri Rahul Kumar includes salary paid as C.F.O. amounting to Rs.49,61,850 including leave encashment of Rs.15,19,700. Valuation in respect of Employee Compensation Expense on shares allotted through Trust to employees as per Employee Stock Purchase Scheme, 2009 has not been considered as part of remuneration. Gross remuneration includes Salary, House Rent and other perks like Medical Reimbursement, Leave Travel Assistance, Furnishing Allowance, Company’s contribution towards Provident Fund etc. but excludes provision for Gratuity & Leave Encashment. Shri Manoj Gaur, Executive Chairman, is son of Shri Jaiprakash Gaur, Founder Chairman and brother of Shri Sunny Gaur, Managing Director (Cement). Executive Chairman, Executive Vice-Chairman and Wholetime Directors hold their respective offices for a period of five years from the date of their appointment/ re-appointment. The nature of employment of employees is regular and is governed as per service rules of the Company. The other terms & conditions of each of the above persons are as per the contract/ letter of appointment / resolution and rules of the Company.
2.
AT JAYPEE SIDHI CEMENT PLANT : i
3.
ii
4.
AT JAYPEE GUJARAT CEMENT PLANT -SEWAGRAM : i ii iii
5.
6. 7.
AT JAYPEE WANAKBORI CEMENT GRINDING PLANT : i
Information pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of the report of the Board of Directors for the year ended March 31, 2011 A. Conservation of Energy The Company is engaged in the business of Integrated Engineering Construction and operates at the locations of its clients and uses electric energy for implementation of various projects undertaken by it. Besides, the Company is also engaged in the business of manufacture and marketing of Cement and owns five star hotels at New Delhi, Mussoorie and Agra and a Golf Course with associated recreational and residential facilities at Greater Noida as part of its Real Estate Business. The Company ensures that all possible measures are taken to conserve energy including identification of potential areas of saving energy, installation of energy efficient equipment such as capacitor control panels to improve power factor and use of energy efficient lamps and compact florescent lamps, wherever possible. The energy conservation measures undertaken by the Company ensure savings in energy costs and thereby improving operational efficiency. There is no specific additional investments or proposed investments for reduction of consumption of energy since the primary investments decisions are always taken such that energy is spent to the minimum level. In particular, the Company has taken following measures for conservation of energy:
AT JAYPEE HIMACHAL CEMENT PLANT : BAGHA i
AT JAYPEE HIMACHAL CEMENT GRINDING & BLENDING BAGHERI: i ii iii Vvvfc Drive Installed For Screw Conveyor (L31Sc1 & Sc2)Coal Feeding To Fbc Saving Fuel & Power Consumtion. 360Kw Vvfd In Sks Seperator Of Roll Press Circuit Resulting Speed Control With Power Savings. 200Kw Vvfd In Lnvt Separator & 710 Kw Vvfd In Fly Ash Separator Circuit Resulting Speed Control With Reduction In Power Consumption Maintaining Optimum Quality Process Parameters. Cyclone discharge rotary air lock geared motor replaced from 2.2 kw to 1.1 kw. Cement silo disacharge bin aeration done through silo aeration root blower by stopping of 7.5 x 3 kw root blower. Aeration of 1 no. cyclone discharge air slide through reject air slide blower by stopping of 2.2 kw blower. Installation of blower instead of CA fan in HAG as a result power and fuel consumption reduced by approx 70%.
AT JAYPEE ROORKEE CEMENT GRINDING UNIT : i ii iii
AT JAYPEE CEMENT GRINDING UNIT, PANIPAT : i
14
ii
Fly ash silo aeration blowers air heaters interlocked with temperature (on at 45 oC & off at 65 oC). For power saving. vi Close circuiting of CM no. 1 :- Increase the mill output 42 tph to 72 tph. And decrease the power consumption 42 KWH/ T to 30 KWH/T. Installed the Bucket Elevator :- Increase the capacity of B/E 150 to 320 TPH At same drive 45 KW. Classifier Fan :- Installation of VFD drive for classifier fan in cement mill for power saving . HAG burner position modified to save diesel support from coal burning. It saved around 600 liter Diesel consumption per day. Consumption of dry fly ash in plant increased from 350 MT per day to 450 MT per day. It saved lot of coal consumption. K-5 Kiln :Installation of VFD for Reverse Air fan in RABH for power saving. K-5 Cooler : All Cooler fans except Fan no-1 &2 inlet louver damper have been removed for power saving. K-4 & K-5 Cooling Tower: Provided Interlock of Cooling tower fan operation with temperature for power saving. K-5 LS Transport: All bag filters were stopped for Power saving after installation of Dust suppression system. K-4 & K-5 : Optimisation of output voltage of distribution transformers to reduce power consumption. Research and Development Research & Development work in respect of new engineering techniques for achieving higher efficiencies is a continuous process in the Company. vi ii
arrangement. This will increase loading tonnage and reduce the fugitive emission to minimum. Upgradation of cooler ESP to meet the requirement of Pollution Control Board. TECHNOLOGY ABSORBED Soft starter installed for RA Fan resulting in energy conservation. VFD installed in Raw Mill feeding belt and stacker belt which will result in power saving and as well better quality control through CBA. TECHNOLOGY UNDER ABSORPTION. Total eight rotary airlocks are installed below cooler ESP hopper. Four of them can be removed by modifying the current position of rotary airlocks by which power can be reduced upto 50%. CF silo elevator is running continuously even after the Raw Mill stops. It can start and stop with surge bin level power can be saved by this modification. Installation of V/F system for Cement Mill Bag house to reduce the power consumption. Modification in the height of Raw Mill reject elevator can improve the Raw Mill output and reduce the power consumption. Dedusting bag filter for Kiln feed elevator (stand by) is running continuously it can be stopped by slight modification in dedusting line it result in power saving. During plant shut down K.S fan or C.S fan run continuously with RABH fan to provide suction inside the kiln. RABH fan can be stopped by opening fresh air dampers which results in power saving during shut down. TECHNOLOGY ABSORBED Polymer liners and Air Blasters are installed in Limestone, Clay and Laterite hoppers of both the plants SP-1 and SP-2 for better Raw material flow ability. Air Blasters are installed in Kiln Smoke Chamber, Kiln Inlet and Alkali Bypass chamber to reduce Jamming due to high Chlorides in SP-1 and SP-2. HAG is installed in SP-1 Raw Mill to supplement hot air for drying high moisture content in raw material. This has increased Raw Mill output . TECHNOLOGY UNDER ABSORPTION. VFD Planned for SP-2 PA fan for smooth startup and power saving. Drives of Under grate cooler drag chains being upgraded to reduce kiln down time in SP1. Hag is under installation in SP-2 Raw Mill to supplement hot air for drying high Moisture Content in raw material, resulting increase in output of Raw Mill. TECHNOLOGY ABSORBED Classifier Motor of both the mill is already controlled through VFD panels ( In the range 60% - 90%) as per process requirement . 4 Nos. LT Capacitor bank have been connected to PCCs comparising APFCs for improving the power factor of entire system. 5 Nos. HT Capacitor Banks of different ratings for Cement Mill Main Drive, Bag House Fan and Coal Mill Main Drive motor have been individually connected for improving power factor.
AT JAYPEE CHUNNAR CEMENT FACTORY : i
AT JAYPEE SIDHI PLANT : 1) i ii
ii iii
AT JAYPEE AYODHYA GRINDING UNIT TANDA : i ii 2) i
AT JAYPEE DALLA CEMENT FACTORY : i ii iii iv v B.
iii iv
v
C.
Technology absorption, adaptation and innovation For efficient execution of contracts awarded to the Company, it imports various items of equipment in order to ensure use of contemporary technology. The Company has, inter-alia, taken the following steps towards technology absorption, adoption and innovation:
AT JAYPEE GUJRAT CEMENT PLANT -SEWAGRAM : 1) i
ii
AT JAYPEE REWA PLANT : TECHNOLOGY ALREADY ABSORBED i ii Coal Mill I/L duct has been replaced with new one to enhance the performance with betterment in insulation & leakages. Silo aeration Blower RPM reduced by 10% for reduction in power consumption. Raw Mill Main Tripple feed gate: Incorporation of heavy duty contactors in place of OEN relays for flap operation circuit to minimise failure rate . A new 200KVAR 6600 VOLT HT CAPACITOR BANK IS INSTALLED IN cm-2 separator fan to enhance power factor form 0.94 lagging to 0.96 . Upgradation of cooler water spray system for better cooling of clinker and improved ESP efficiency. Upgradation of Cement Mill-II ESP with bag filter to meet the requirement of Pollution Control Board. Installation of 600 KVAR LT Capacitor with controller for improvement in Power Factor. Upgradation of bag filter for fly ash silo to meet the requiremnet of Pollution Control Board. Modification of bulk loading system with weighing ii iii
2) i ii iii
CLINKER -UNIT –II i
ii
TECHNOLOGY UNDER ABSORPTION. i ii iii iv v
AT JAYPEE WANAKBORI CEMENT GRINDING PLANT : 1) i
iii
ANNUAL REPORT 2010-11
15
AT JAYPEE HIMANCHAL CEMENT PLANT : BAGHA 1) TECHNOLOGY ABSORBED i In coal mill main drive LRS is replaced by GRR to facilitate the operation of grinding table at lower rpm for PET COKE GRINDING. Ideal run interlock introduced at RAW MILL , LIME STONE CRUSHER & COAL MILL. Jet Air Blower (Stand By) to be operated through VVFD to regulate speed / reduce energy consumption. Equipment Proposed To Install. a) It is proposed to install KILN MAIN DRIVE’S spare DC MOTOR at Cooler ID Fan drive for energy conservation. Presently Cooler ID Fan is operating at minimum speed and 30 - 40 % damper opening. It is proposed to install VFD Drive at RABH 1 & 2 fan drive. Presently RABH Fans are operating at minimum speed of 475 rpm with GRR control.
iii
523 BF4-Insulation of bag filter casing with fan and all suction lines done, to avoid coating formation inside suction lines and bag filter hoppers.
AT JAYPEE CHUNNAR CEMENT UNIT : 1) TECHNOLOGY ABSORBED: i Installation of oil Circulation System:- Decrease the mill triping time so reduce power consumption & increase availability of cement mill.
ii 2)
TECHNOLOGY UNDER ABSORPTION. i ii 1)
AT JAYPEE CEMENT GRINDING UNIT TANDA : TECHNOLOGY ABSORBED i ii iii F.K. pump feeding pipe line bend modified in cement mill to feed dry fly ash to mill without any jamming in system. Silo top air slide aeration system modified to prevent jamming of silo elevator. Inlet chute of cement mill has been modified which reduced jamming of rotary air lock a lot there by increasing production.
b)
AT JAYPEE DALLA CEMENT UNIT: 1) TECHNOLOGY ABSORBED: i K-5 Coal Mill : Installation of fine coal transfer from K-5 to K-4 to reduce power consumption and increase availability. K-4 Roller Press: In-House modification of Roller press SKS discharge to Ball Mill by providing a Conveyor belt in place of Air slide as provided by OEM to stop the jamming and power saving.
AT JAYPEE HIMANCHAL CEMENT GRINDING & BLENDING BAGHERI: 1) TECHNOLOGY ABSORBED i Installation Of Air Receiver Tanks At Silo Top And Raw Material Receiving Dump Hopper Top For Maintaining Purge Air Pressure To Bag Filter Resulted Betterment In Controlling Pollution. Bag House Hopper Discharge Rotary Feeder (521Rf1 To Rf8) Capacity Regulated By Reduction In Filling Volume Avoiding Flushing Of Materials And Thereby Over Loading Of Conveyor System And Tripping Of Belt Bucket Elevator 591Be1. 561Bm1 Inlet Pipe Dia. Increased From 300 To 400 Mm Eliminating Frequent Jamming Of Material. K32Cm1 Blender O/L Air Slide Size Increased From 400 Mm To 500 Mm To Increase Blender O/P 280 Tph To 290 Tph Avoiding Elevator Over Loading And Boot Level .
ii
ii
TECHNOLOGY UNDER ABSORPTION: i ii iii Plant Lighting : To Optimise lighting circuit voltage by installing lighting energy savers. K-5 Kiln: Installation of SPRS for K-5 Preheater Fan & RABH Fan. K-5 Kiln: Reduce Pressure drop across the K-5 down comer duct by carrying out CFD study. The Form B prescribed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules,1988 is appended. D. Foreign Exchange Earnings and Outgo The activities related to exports are as under: 1. 2. 3. Export of cement Export income from hospitality business Export income from real estate business
iii iv
AT JAYPEE ROORKEE CEMENT GRINDING UNIT : 1) TECHNOLOGY ABSORBED i ii Reducing the false air entry in all process fans by sealing the joints, reducing the coating formation and vibrations. Pendulum flap was replaced with RAL in packing plant bag filters to avoid jamming and smooth operation of packing plant.
JAYPEE CEMENT GRINDING UNIT, PANIPAT : 1) TECHNOLOGY ABSORBED i 523 BF3, 512 BF6 - Double flap valve replacement by rotary air locks, to avoid sudden release of material and spillage on belt conveyor. 533 BC3,533 BC7 & 543 BC1 - Impact idlers replaced by impact pads, to reduce maintenance and spillage of material.
The Company is making continuous effort to explore and develop the existing as well as new export markets for its products. However, there is no specific export plan for the same. Particulars of Foreign Exchange earnings and outgo are given in Schedule ‘S’ – Notes to the Accounts under Note No. 28 (G & H)
ii
16
FORM A
A: POWER & FUEL CONSUMPTION I ELECTRICITY (a) PURCHASED UNITS (KWH) TOTAL AMOUNT (Rs.) RATE PER UNIT (Rs.) (b) OWN GENERATION (i) THROUGH DIESEL GENERATION UNITS (KWH) UNITS PER LITRE OF-DIESEL & FURNANCE OIL (KWH) COST PER UNIT (Rs.) (ii) THROUGH THERMAL GENERATION UNITS (KWH) UNITS PER TON OF COAL (KWH) COST PER UNIT (Rs.) II. (a) COAL FOR KILN QUALITY GRADE SLACK/STEAM/ PET COKE A,B,C & D WHERE USED CALCINISING OF RAW MEAL QUANTITY USED (M.T.) TOTAL COST Rs. AVERAGE RATE PER M.T./Rs. II. (b) COAL FOR CPP QUALITY GRADE SLACK/STEAM ROM ,C D &F WHERE USED BOILER QUANTITY USED (M.T.) TOTAL COST Rs. AVERAGE RATE PER M.T./Rs. III FURNACE OIL IV OTHERS/INTERNAL GENERATION B: CONSUMPTION PER UNIT OF PRODUCTION PRODUCT UNIT ELECTRICITY (KWH) FURNACE OIL COAL PER M.T. OF CLINKER COAL QUALITY -AVERAGE ASH CONTENTS (%) AVERAGE UHV (Kcal/Kg) 26.47 5,041 28.21 4,795 CEMENT M.T. 88.58 N/A 0.138 CEMENT M.T. 90.66 N/A 0.145 1,378,076 3,516,890,738 2,552.03 N/A N/A BOILER 1,154,032 2,785,503,106 2,413.71 N/A N/A GRADE SLACK/STEAM ROM ,C D &F 1,592,017 8,162,569,481 5,127.19 GRADE SLACK/STEAM/ PET COKE A,B,C & D CALCINISING OF RAW MEAL 1,205,362 4,945,634,547 4,103.03 994,478,879 897.46 3.22 848,639,545 860.48 3.08 2.47 9.96 3.44 10.48 47,708,692 30,924,860 331,277,980 1,628,460,317 4.92 126,411,129 606,172,898 4.80 CURRENT YEAR 31.03.2011 PREVIOUS YEAR 31.03.2010
ANNUAL REPORT 2010-11
17
FORM B
[See rule 2] Form for disclosure of particulars with respect to absorption Research and development (R & D) 1. 2. 3. 4. Specific areas in which R & D carried out by the Company. Benefits derived as a result of the above R & D. Future plan of action. Expenditure on R & D: (a) (b) (c) (d) Capital Recurring Total Total R & D expenditure as a percentage of total turnover. R & D is a part of continuous process in the Company.
Technology absorption, adaptation and innovation 1. 2. 3. Efforts, in brief, made towards technology absorption, adaptation and innovation. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: (a) (b) (c) (d) Technology imported. Year of import Has technology been fully observed? If not fully observed, areas where this has not taken place, reasons therefor and future plans of action NIL Information is part of FORM A
EMPLOYEE WISE DETAILS OF SHARES ALLOCATED / TRANSFERRED TO SENIOR MANAGERIAL PERSONNEL (DIRECTORS / SENIOR PRESIDENTS) BY JAYPEE GROUP ESPS, 2009 TRUST SL NAME NO. (S/Shri) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 BAL KRISHNA TAPARIA S C BHARGAVA S D NAILWAL M S SRIVASTAVA HARISH K. VAID R B SINGH VIJAY KUMAR JAIN G V BHAT R C VAISH R K NARANG SURESH CHANDRA J N GAUR R L GUPTA NARENDRA SINGH ARUN GUPTA D P GOYAL G P SINGH B M AGARWAL HAR PRASAD AMIT SHARMA DESIGNATION NAME OF THE COMPANY / SUBSIDIARY JAL JAL JAL JAL JAL JAL JAL JAL JHPL JHPL JHPL JHPL JHPL JHPL JKHCL JKHCL JKHCL JKHCL JIL MPJML NO. OF SHARES ALLOCATED / TRANSFERRED 12000 12000 12000 12000 12000 12000 12000 22000 12000 12000 12000 12000 12000 12000 12000 12000 12000 12000 12000 12000
DIRECTOR DIRECTOR DIRECTOR DIRECTOR SR.PRESIDENT (CORP) CFO (CEMENT) CTO (CEMENT) SR. PRESIDENT DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR
JAL JHPL JKHCL JIL MPJML
Jaiprakash Associates Limited Jaiprakash Hydro-Power Ltd. (now known as Jaiprakash Power Ventures Ltd.) Jaypee Karcham Hydro Corporation Ltd. Jaypee Infratech Ltd. Madhya Pradesh Jaypee Minerals Ltd.
18
SECRETARIAL AUDIT REPORT
The Board of Directors Jaiprakash Associates Limited Sector – 128, Noida - 201304, Uttar Pradesh We have examined the registers, records and documents of Jaiprakash Associates Limited (the Company) for the financial year ended 31st March 2011 in the light of the provisions contained in• • The Companies Act, 1956 and the Rules made thereunder. The Depositories Act, 1996 and the Rules made thereunder and the bye-laws of the Depositories who have been given the requisite Certificates of Registration under the Securities and Exchange Board of India Act, 1992 The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder. The Securities and Exchange Board of India Act, 1992 and the Rules, Guidelines and Regulations made thereunder including: ? ? ? The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1999 and The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines 1999 4. 5. 6. 7. 8. 9. Composition of the Board, appointment, retirement and resignation of directors. Remuneration of executive and independent directors. Service of notice and agenda of Board Meetings and Meetings of the committee of directors. Meeting of the Board and its committees. Holding Annual General Meeting and production of the various registers thereat. Recording the minutes of proceedings of board meetings, committee meetings and General Meetings.
10. Appointment and remuneration of Auditors. 11. Registration of transfer of shares held in physical mode. 12. Dematerialisation and rematerialisation of shares. 13. Execution of contracts, affixation of common seal, registered office and the name of the Company. 14. Requirement of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) regulations 1997. 15. Requirement of the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations) 1999 16. Requirements set out in the listing agreement with the aforementioned stock exchanges. We further report that(i) the directors of the Company have complied with the various requirements relating to making of disclosures, declarations in regard to their other directorships, memberships of committees of the board of companies of which they are directors, their shareholding and interest or concern in the contracts entered into by the Company in pursuing its normal business. For Chandrasekaran Associates Company Secretaries Dr. S Chandrasekaran Senior Partner FCS: 1644 CP : 715
• •
B.
•
The listing agreement with the National Stock Exchange and with the Bombay Stock Exchange
A. Based on our examination and verification of the records made available to us and according to the clarifications and explanations given to us by the Company, we report that the Company has, in our opinion, complied with the applicable provisions of the Companies Act, 1956 and the rules made thereunder and of the various Acts and the Rules, Regulations and Guidelines made thereunder, listing agreement as mentioned above and of the Memorandum and Articles of Association of the Company, with regard to: 1. Maintenance of various statutory and non-statutory registers and documents and making necessary changes therein as and when the occasion demands. Filing with the Registrar of Companies the Forms, returns and resolutions. Service of the requisite documents by the Company on its members, Registrar and Stock Exchanges.
2. 3.
New Delhi 12.08.2011
ANNUAL REPORT 2010-11
19
REPORT ON CORPORATE GOVERNANCE
In the fast changing business scenario, good Corporate Governance helps in achieving long term Corporate Goals of enhancing Stakeholders’ value. Corporate Governance focuses on commitment to values adhering to ethical business practices. This includes corporate structures, culture, policies and the manner in which the corporate entity deals with various stakeholders, with transparency being the key word. Accordingly, timely, adequate and accurate disclosure of information on the performance and ownership forms the cornerstone of Corporate Governance. 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE Any Corporate strategy needs to be dynamic, vibrant, responsive to the changing economic scenario and flexible enough to absorb environmental and fiscal fluctuations. It must harness the inherent strengths of available human resources and materials have the capacity to learn from success or failure and, more importantly, ensure growth with human face. This has always been the guiding philosophy in the Company and will continue to be so in future. The historic structural reforms initiated by the Government in early 90s have irrevocably transformed the Indian business environment landscape. Deregulation and decontrol, dismantling of trade barriers, partial convertibility and encouragement of foreign investment pose challenges to the industry but simultaneously have opened up new avenues for growth. The current scenario is both vibrant and optimistic. Response, or lack of it, can make or mar a company. The Company has accepted the challenges. Its strengths viz. involvement in the construction of river valley projects, engagement in the business of cement – an essential input for infrastructure sector which is on sharp focus today, its large equity base and Name & Designation of the Directors Category Position 2. its wealth of dedicated human resources are channellised to great advantage in entering new ventures in the core sector, thus paving the way for sustained growth and through it enhance the stakeholders’ value continually. The Company’s philosophy on Corporate Governance aims at attaining the highest level of transparency, accountability towards its stakeholders, including shareholders, employees, the Government and lenders and to maximize returns to shareholders through creation of wealth on sustainable basis. BOARD OF DIRECTORS The constitution of the Board aims at ensuring Directors commitment to participate in the affairs of the Company with understanding and competence to deal with current and emerging business issues. The Company’s policy does not prescribe any pre-determined or specific tenure for Directors (except Whole-time Directors who are appointed for a term of five years) as this has the inherent advantage of not losing valuable contribution from the Directors who, over the years, have developed insight into the Company and its affairs. The Board of Directors comprised 20 Directors as on March 31, 2011 out of which 10 were Independent Directors. As per Clause 49 of the Listing Agreement, in case of an Executive Chairman, at least half of the Board should comprise Independent Directors. Our Board, which is headed by Executive Chairman, has 10 Independent Directors. Details regarding the category of Directors, attendance of Directors at Board Meetings and the last Annual General Meeting (AGM), number of other Directorships and Committee positions held by them in Companies as on March 31, 2011, are given below:
Last Annual No. of Board Meetings No. of other Committee Positions Held General Meeting Attended against 6 Directorships* Attended meetings held during the year Chairman Member
Shri Jaiprakash Gaur Founder Chairman (upto 31.10.2010) Shri Manoj Gaur, Executive Chairman & CEO Shri Sunil K. Sharma, Executive Vice-Chairman Shri Sarat Kumar Jain, Vice Chairman Shri Sunny Gaur, MD – Cement Shri Pankaj Gaur, Jt. MD - Construction Shri K P Rau (IDBI Nominee) (upto 31.10.2010) Shri Viney Kumar (IDBI Nominee) (w.e.f. 1.11.2010) Shri A. K. Sahoo (LIC Nominee) Dr. B. Samal
Non-executive
Promoter
Yes
4
N.A
N.A.
N.A.
Executive Executive Non-executive Executive Executive Non- Executive
Promoter Promoter Promoter Promoter Promoter Independent
Yes Yes Yes No Yes Yes
6 6 4 0 1 5
13 12 3 11 5 N.A.
4 2 1 N.A.
1 3 N.A.
Non- Executive
Independent
N.A.
1
2
-
1
Non-executive Non- executive
Independent Independent
Yes Yes
6 5
11
3
1 3
20
Name & Designation of the Directors
Category
Position
Last Annual No. of Board Meetings No. of other Committee Positions Held General Meeting Attended against 6 Directorships* Attended meetings held during the year Yes No Yes Yes Yes Yes Yes Yes No Yes Yes N.A. 6 5 5 6 5 6 5 4 3 2 5 2 9 3 10 3 10 14 2 1 2 2 3 6 5 2 1 1 5 1 2 6 1 4 4 5 1 1 1
Shri R.N. Bhardwaj Shri B. K. Taparia Shri B. K. Goswami Shri S.C.Gupta Shri S. C. Bhargava Shri V.K. Chopra Dr. J N Gupta (w.e.f. 3.05.10) Shri M.S. Srivastava Shri R.K. Singh Shri Ranvijay Singh Shri S. D. Nailwal Shri Rahul Kumar (w.e.f. 31.10.2010) Notes: 1. 2. 3. 4. 5.
Non-executive Non-executive Non-executive Non-executive Non –executive Non- executive Non-executive Non- executive Executive Executive Executive Executive
Independent Independent Independent Independent Independent Independent Independent Professional Professional Promoter Professional Promoter
Shri Viney Kumar was appointed as Nominee of IDBI Bank Limited w.e.f. 1.11.2010 in place of Shri K.P.Rau whose nomination was withdrawn w.e.f. 31.10.2010. Shri Jaiprakash Gaur, Founder Chairman resigned from the office of Director of the Company w.e.f. 31.10.2010. Shri Rahul Kumar, CFO was appointed as Whole-time Director & CFO for a period of five years w.e.f. 31.10.2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur. *Directorships in other Companies have been considered in terms of the provisions of the Companies Act, 1956. Committee positions of only two Committees namely Audit Committee and Investors’/Shareholders’ Grievance Committee in only Indian Public Limited Companies whether listed or not, have been considered pursuant to Clause 49.
6. Number of shares and convertible instruments held by Non-executive Directors as on March 31, 2011 are tabulated below: Sl. No. Name of Non-executive Directors 1 2 3 4 5 6 7 8 9 10 11 12 Shri Sarat Kumar Jain Shri Viney Kumar (IDBI Ltd. Nominee) Shri A. K. Sahoo (LIC Nominee) Dr. B. Samal Shri R.N.Bhardwaj Shri B. K. Taparia Shri B. K. Goswami Shri S. C. Bhargava Shri S.C.Gupta Shri V.K Chopra Dr. J. N. Gupta Shri M.S. Srivastava 3. No. of Shares held 54,48,016 NIL NIL NIL NIL 18,000 NIL 21,000 NIL NIL NIL 1,03,540 CODE OF CONDUCT The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The code of Conduct has also been posted on the website of the Company. All Board Members and Senior Management personnel have, on March 31, 2011, affirmed compliance with the Code of Conduct. A declaration to this effect, duly signed by the CEO is annexed and forms part of this report. 4. AUDIT COMMITTEE As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Board’s oversight responsibilities, an Audit Committee has been constituted by the Board comprising four Directors, all being Non-executive & Independent Directors. The Chairman of the Audit Committee is an Independent Director. The Company Secretary acts as the Secretary to the Audit Committee. No. of convertible instruments held NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
NUMBER OF BOARD MEETINGS HELD AND DATES THEREOF: During the financial year 2010-11, six meetings of the Board of Directors were held as against the requirement of four meetings. The meetings were held on May 3, 2010, May 30, 2010, July 23, 2010, September 21, 2010, October 31, 2010 and January 28, 2011. The maximum time gap between two meetings was not more than four calendar months. INFORMATION PLACED BEFORE THE BOARD Information placed before the Board of Directors broadly covers the items specified in Clause 49 of the Listing Agreement and such other items which are necessary to facilitate meaningful and focused deliberations on issues concerning the Company and taking decision in an informed and efficient manner. Besides, the Directors on the Board have complete access to all information of the Company, as and when necessary.
ANNUAL REPORT 2010-11
21
The constitution of the Audit Committee also meets the requirements under Section 292A of the Companies Act, 1956 (The Act). The terms of reference and powers of the Audit Committee are according to those contained under Clause 49 of the Listing Agreement and the Act. The Audit Committee, inter-alia, reviews: • • • • • • • • Management Discussion and Analysis of financial conditions and results of operations. Quarterly and Annual Financial Results. Annual Budget and Variance Reports. Significant related party transactions. Internal Audit Reports/ Cost Audit Reports. Recommendation for appointment of Statutory and Cost Auditors. Appointment and remuneration of Internal Auditors. Review of Financial Statements/ investments in Subsidiary Company Four meetings of the Audit Committee were held during the year on May 30, 2010, July 23, 2010, October 31, 2010, and January 28, 2011. The constitution of the Committee and attendance at its meetings held during the year under report are as under: Name of Members Total Meetings held during the tenure of the Member 4 4 4 4 Meetings attended 4 4 4 3
Details of Remuneration paid to all the Directors for the year: a) Executive Directors / Whole-time Directors Details of remuneration paid for the year ended March 31, 2011 to Whole- time Directors are as follows: (Amount in Rs.)
Sl. Name No. 1 2 3 4 Shri Manoj Gaur Designation Tenure upto Salary Benefits Total 22,905,252 21,505,661 9,169,529 8,273,047
Executive Chairman 31.03.2016 & CEO 17.03.2014 30.12.2014 30.06.2014
13,125,000 9,780,252 12,000,000 9,505,661 5,175,000 3,994,529 4,455,000 3,818,047
Shri Sunil Kumar Executive ViceSharma Chairman Shri Sunny Gaur Shri Pankaj Gaur Managing DirectorCement Jt. Managing DirectorConstruction
5 6 7 8
Shri R.K. Singh
Whole-time Director 14.10.2012
2,760,000 2,312,131 3,240,000 3,011,676 3,240,000 2,730,165 3,480,000 4,092,747 Total
5,072,131 6,251,676 5,970,165 7,572,747 86,720,208
Shri Ranvijay Singh Whole-time Director 13.12.2012 Shri S. D. Nailwal * Whole- time Director 30.06.2014 Shri Rahul Kumar Whole –time Director & CFO 30.10.2015
Shri R.N. Bhardwaj, Chairman Shri A.K Sahoo Shri B.K. Taparia Shri B.K. Goswami
*Besides the remuneration, during the year 2010-11, Shri S D Nailwal, Whole-time Director also received 12,000 Shares (and bonus shares thereon) of the Company under the “Jaypee Employee Stock Purchase Scheme, 2009” at a price of Rs.60 per share. b) Non-executive Directors During the year under report, the Company has not paid any remuneration to Non-executive Directors except sitting fee @ Rs. 20,000/- per meeting for attending the meetings of the Board and its Committees held during the Financial Year. The criterion for payment of sitting fees to Non-executive Directors is based on the provisions of the Act. Details of sitting fees paid to Non-executive Directors during the financial year 2010-11 are as under: Name of the Directors Designation Shri Jaiprakash Gaur (upto 31.10.2010) Shri Sarat Kumar Jain Shri K P Rau (upto 31.10.2010) Shri Viney Kumar* (w.e.f.1.11.2010) Shri A.K. Sahoo* Dr. B. Samal Shri R.N. Bhardwaj Shri B.K. Taparia Shri B.K. Goswami Shri S.C. Gupta Shri S.C. Bhargava Shri V.K. Chopra Dr. J.N. Gupta Shri M.S. Srivastava Total sitting fee paid (Rs.) 80,000
The Chairman of the Audit Committee attends the Annual General Meeting to answer shareholders queries, if any. 5. REMUNERATION / SELECTION COMMITTEE The Remuneration Committee comprising of non-executive Independent Directors, constitution of which is a nonmandatory requirement, was constituted by the Board to recommend/review the Remuneration package of the Wholetime Directors. The Committee comprises three Independent Directors and also performs the role of Selection Committee, wherever required. Two meetings of Remuneration Committee were held during the year on October 31, 2010 and January 28, 2011. The constitution of the Committee and attendance at its meetings held during the year are as under: Name of Members Total Meetings held during the tenure of the Member 2 2 2 Meetings attended 2 1 2
Shri B. K. Taparia, Chairman Shri B. K. Goswami Shri S.C. Bhargava Notes: 1. 2.
Remuneration was paid to Whole-time Directors in the form of Salary and Perquisites. The remuneration of all Executive Directors/ WTDs consists only of fixed component. There is no variable component in their salary.
Founder Chairman, Director Vice Chairman 3,40,000 Nominee Director 1,00,000 (IDBI Bank Ltd.) Nominee Director 20,000 (IDBI Bank Ltd.) Nominee Director (LIC) 2,00,000 Director 1,00,000 Director 2,00,000 Director 2,20,000 Director 4,00,000 Director 1,20,000 Director 1,40,000 Director 1,20,000 Director 1,00,000 Director 80,000 Total 22,20,000 *The sitting fee for LIC Nominee was paid directly to LIC and the sitting fee for Shri Viney Kumar, IDBI Nominee was paid directly to IDBI Bank Ltd.
22
Besides the sitting fees, during the year 2010-11, the following Non- executive Directors also received Equity Shares of the Company under “Jaypee Employee Stock Purchase Scheme, 2009” (and Bonus shares thereon) at a price of Rs.60/- per share : Name of the Directors Designation No. of ESPS shares of Rs.2 each allocated 12,000 12,000 12,000 AND SHARE TRANSFER
DETAILS OF SPECIAL RESOLUTION(S) PASSED IN PREVIOUS THREE ANNUAL GENERAL MEETINGS. (A) Year 2008 No Special Resolution was passed in the Annual General Meeting held in 2008. (B) Year 2009 1. Resolution authorizing the Board of Directors to issue Equity Shares under the Employees Stock Purchase Scheme of the Company, to be known as “Jaypee Employee Stock Purchase Scheme, 2009” for offering and alloting Equity Shares upto 1,25,00,000 (One Crore Twenty Five Lacs) at a price of Rs.60/- per share, comprising of Rs.2/- towards share capital and balance Rs.58/- towards securities premium. Resolution under Section 372A of the Companies Act, 1956, authorizing the Board of Directors to make investment of surplus funds of the Company in any Mutual Fund Scheme(s), debt instrument(s) or debt based securities of any government, semi-government or listed company(ies) upto Rs.500 Crores (Rupees Five Hundred Crores) at any one time, in one or more tranches. Resolution under Section 372A of the Companies Act, 1956, authorizing the Board of Directors to make additional investment of upto Rs.200 Crores (Rupees Two Hundred Crores) in aggregate through equity/ debt/ providing of security/ guarantee in two subsidiaries of the Company viz. Bhilai Jaypee Cement Limited & Bokaro Jaypee Cement Limited.
Shri B.K. Taparia Shri S.C. Bhargava Shri M.S. Srivastava 6.
Director Director Director
INVESTORS’ GRIEVANCE COMMITTEE
The Investors’ Grievance and Share Transfer Committee comprises of Shri Sarat Kumar Jain as Chairman and Shri Sunil Kumar Sharma and Shri S.D. Nailwal as Members. This Committee approves transfer of shares and monitors redressal of shareholders’ grievances like non-transfer of shares, nonreceipt of balance sheet, non-receipt of declared dividends, etc. During the year, thirteen meetings of the Committee were held. During the year, the Company had received 1730 complaints from the shareholders, in addition to 2 complaints pending at the beginning of the year of which 1728 complaints were resolved/ addressed leaving a balance of 4 complaints pending at the end of the year which were resolved/ addressed shortly thereafter. 7. SUBSIDIARY COMPANIES The Company has no material non-listed subsidiary companies in terms of Explanation 1 to sub clause III of Clause 49 of the Listing agreement. The minutes of the Board Meetings of the subsidiary companies and statement of significant transactions and arrangements entered into by the subsidiaries are also placed at the Board Meetings of the Company. 8. RISK MANAGEMENT The Company manages risks as an integral part of its decision making process. The Audit Committee and the Board of Directors are regularly apprised regarding key risk assessment and risk mitigation mechanisms. 9. CEO/CFO CERTIFICATION In terms of the requirements of clause 49 (v) of the Listing Agreement, the Executive Chairman & CEO and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said clause. This certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors at their respective meetings held on August 12, 2011. 10. GENERAL BODY MEETINGS Location and time for last three Annual General Meetings were as under: Year 2008 2009 Venue Sector-128, Noida-201304, (U.P.) Date Time
2.
3.
(C) Year 2010 No Special Resolution was passed in the Annual General Meeting held in 2010. All the Resolutions were passed with requisite majority. DETAILS OF RESOLUTIONS PASSED LAST YEAR (I.E. DURING FINANCIAL YEAR 2010-2011) THROUGH POSTAL BALLOT, THE PERSONS WHO CONDUCTED THE POSTAL BALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN During the year ended March 31, 2011, the Company sought approval from its shareholders on two occasions for passing Special/ Ordinary resolutions through the process of Postal Ballot in accordance with the provisions of Section 192A of the Act read with the Companies (Passing of the Resolutions by Postal Ballot) Rules, 2001. The Board of Directors of the Company, at its meetings had appointed Scrutinizers and Alternate Scrutinizers for conducting Postal Ballot in fair and transparent manner. The Company, for the first time, offered e-voting facility as an alternate, for its individual Members (other than Corporates/FIs/ FIIs etc.) to enable them to cast their vote electronically instead of dispatching Postal Ballot starting with the Postal Ballot Notice dated November 15, 2010 in association with CDSL Ventures Limited, a wholly owned subsidiary of Central Depository Services (India) Limited. The physical Postal Ballot forms received were kept in boxes sealed by the Scrutinizers. In case of e-voting, the Scrutinizer kept a periodic watch on the e-voting results by logging on to the website of CDSL Ventures Limited i.e. www.evotingindia.com and the aggregate data of e-voting was compiled after the close of voting based on data received from CDSL Ventures Limited. The declared results of the Postal Ballot were announced through newspaper and were also displayed on the website of the Company, www.jalindia.com. Details of the same are given below:
27.08.2008 11.30 A.M.
Jaypee Institute of Information Technology 29.09.2009 11.00 A.M University, A-10, Sector – 62, NOIDA-201 307, U.P Jaypee Institute of Information Technology University, A-10, Sector – 62, NOIDA-201 307, U.P 21.09.2010 11.30 A.M.
2010
ANNUAL REPORT 2010-11
23
(A) Resolutions passed on August 31, 2010 (Notice dated May 30, 2010) S. Particulars No. 1 2 Date of Board Meeting Details / Dates May 30, 2010
S. Particulars No. 3
Details / Dates
Alternate Scrutinizer Shri Shiv Kumar Gupta, appointed by the Board M.Com., LL.B., F.C.S, of Directors at its Practising Company Secretary meeting Date of Notice seeking November 15,2010 Shareholders approval Date of completion of Dispatch of Notice Last Date of receipt of duly filled Postal Ballot Form` January 17, 2011 February 16, 2011
Scrutinizer appointed by Shri V. P. Kapoor, the Board of Directors at its F.C.S., A.I.C.W.A, L.L.B., meeting Practising Company Secretary Alternate Scrutinizer appointed by the Board of Directors at its meeting Date of Notice seeking Shareholders approval Date of completion of Dispatch of Notice Ms. Sunita Mathur F.C.S., Practising Company Secretary May 30,2010 July 31, 2010
4 5 6
3
4 5 6 7
7
Date of submission of February 18,2011 Scrutinizer’s report to the Chairman Date of declaration of Result February 19,2011
Last Date of receipt of duly August 30, 2010 filled Postal Ballot Form Date of submission of Scrutinizer’s report to the Chairman Date of declaration of Result August 31 , 2010
8
8
August 31 , 2010
Particulars of Resolutions Passed Special : 1 2 3 4 5 Providing security/ undertakings to lenders of Jaiprakash Power Ventures Limited (JPVL) Providing undertakings to lenders of JPSK Sports Pvt. Ltd., a subsidiary of the Company. Making Investment in fertilizer business. Investment of surplus funds of the Company Increase in remuneration of relative of a Director
Note: The Company for the first time gave facility for e-voting to its ‘Individual’ shareholders (other than Corporate/FI/FIIs, etc) through the website of CDSL Ventures Limited, namely, www.evotingindia. com. Out of 9065 shareholders who participated in Postal Ballot process, 548 ‘Individual’ shareholders exercised their right through e-voting. Particulars of Resolutions Passed Ordinary 1 2 Appointment and Remuneration of Shri Rahul Kumar as a Whole-time Director of the Company Creation of Mortgage/charge in favour of Debenture holders/Debenture Trustees to secure NCDs aggregating Rs. 500 crore each, issued to Life Insurance Corporation of India and Axis Bank Limited
Special 3 Investment in the Shares of Zawar Cement Private Limited
Voting Pattern Particulars Total Votes Total Valid Total Valid Votes Cast votes cast in favour of the Resolution Total Valid votes cast against the resolution 919,842 (0.07%) 1,120,949 (0.09%) 1,016,213 (0.08%) 5,943,346 (0.45%) 864,500 (0.07%)
Voting Pattern Particulars Total Votes Total Valid Total Valid Votes Cast votes cast in favour of the Resolution Total Valid votes cast against the resolution 217,027 (0.02%) 185,932 (0.01%) 241,669 (0.02%)
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5
2,124,634,633 1,312,600,630 1,311,680,788 (99.93%) 2,124,634,633 1,307,322,438 1,306,201,489 (99.91%) 2,124,634,633 1,312,434,700 1,311,418,487 (99.92%) 2,124,634,633 1,312,426,590 1,306,483,244 (99.55%) 2,124,634,633 1,312,481,469 1,311,616,969 (99.93%)
Resolution 1 Resolution 2 Resolution 3
2,126,433,182 1,378,638,385 1,378,421,358 (99.98%) 2,126,433,182 1,378,611,428 1,378,425,496 (99.99%) 2,126,433,182 1,378,590,103 1,378,348,434 (99.98%)
(B) Resolutions passed on February 19, 2011 (Notice dated November 15, 2010) S. Particulars No. 1 2 Date of Board Meeting Details / Dates October 31, 2010
After March 31, 2011 but before the date of this report, the Company sought one more approval from its shareholders for passing Special/ Ordinary resolutions through the process of Postal Ballot, the details of which are given below: (C) Resolutions passed on July 19, 2011 (Notice dated May 14, 2011) S. Particulars No. 1 2 Date of Board Meeting Details / Dates May 14, 2011
Scrutinizer appointed by Shri V. P. Kapoor, F.C.S., the Board of Directors at A.I.C.W.A., LL.B., its meeting Practising Company Secretary
Scrutinizer appointed by Ms. Sunita Mathur the Board of Directors at F.C.S., its meeting Practising Company Secretary
24
S. Particulars No. 3
Details / Dates
Particulars
Total Votes
Alternate Scrutinizer Shri K.K. Malhotra, appointed by the Board F.C.S, of Directors at its Practising Company Secretary meeting Date of Notice seeking May 14, 2011 Shareholders approval Date of completion of Dispatch of Notice June 16, 2011
Total Valid Total Valid Votes Cast votes cast in favour of the Resolution
Total Valid votes cast against the resolution 8,01,824 (0.06%)
Resolution 6 Resolution 7 Resolution 8
2,126,433,182 133,95,05,870 133,87,04,046 (99.94%)
4 5 6
2,126,433,182 133,72,80,703 109,64,00,642 24,08,80,061 (81.99%) (18.01%) 2,126,433,182 133,93,13,517 133,37,88,372 (99.59%) 55,25,145 (0.41%)
Last Date of receipt of July 16, 2011 duly filled Postal Ballot Form` Date of submission of July 18, 2011 Scrutinizer’s report to the Chairman Date of declaration of July 19, 2011 Result
11. DISCLOSURES a. There were no materially significant related party transactions i.e. transactions of the Company of material nature with its promoters, directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. The related party transactions are duly disclosed in the Notes to the Accounts. There was no case of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years. No treatment different from the Accounting Standards, prescribed by the Institute of Chartered Accountant of India, has been followed in the preparation of Financial Statements. The Company has not adopted any Whistle Blower Policy. However, the Company has not denied access of any personnel to approach the Management or the Audit Committee on any issue. The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement. The Company at present has adopted the nonmandatory requirement with regard to constitution of Remuneration Committee, which has been constituted to determine the remuneration package of the Wholetime Directors (including Executive Chairman / Executive Vice-Chairman). Other details about non-mandatory requirements are contained in paragraph 30 of this Report.
7
8
Note: For the aforesaid voting, the Company once again extended facility for e-voting to its ‘Individual’ shareholders (other than Corporate/FI/FIIs, etc) through the website of CDSL Ventures Limited, namely, www.evotingindia.com. Out of 7,500 shareholders who participated in Postal Ballot process, 535 ‘Individual’ shareholders exercised their right through e-voting. Particulars of Resolutions Passed : Special 1 2 3 4 5 6 Providing Security/ Undertakings to the lenders of Jaypee Karcham Hydro Corporation Limited (JKHCL). Providing Security/ Undertakings to the lenders of Jaiprakash Power Ventures Limited (JPVL). Diversification into Aviation Business. Appointment of Shri B.K Jain, Relative of a Director. Re-Appointment of Shri Manoj Gaur as Executive Chairman of the Company. Increase in Remuneration of Other Executive Directors of the Company.
b.
c.
d.
e. f.
Ordinary 7 8 Increase in Borrowing Powers of the Board. Creation of Mortgage/charge on the assets of the Company in favour of Lenders.
12. RECONCILIATION OF SHARE CAPITAL AUDIT A qualified Practicing Company Secretary carried out quarterly Reconciliation of Share Capital to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirmed that the total issued/paid-up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. In terms of the requirements of Clause 5A of the Listing Agreement, the Company has sent three reminders, to the shareholders whose shares were in physical form and were issued pursuant to the other public issues, at their addresses available with the Company. Necessary steps are being taken to credit the said unclaimed shares to a demat suspense account with one of the Depository Participants, to be opened for this purpose. The quarterly, half yearly and annual results were published in leading Newspapers which included Economic Times, Business Standard, Financial Express, Hindustan Times, Dainik Jagran and Swatantra Bharat. The same were sent to Stock Exchanges and were also displayed on the website
Voting Pattern : Particulars Total Votes Total Valid Total Valid Votes Cast votes cast in favour of the Resolution Total Valid votes cast against the resolution 3,90,894 (0.03%) 22,40,048 (0.17%) 514,58,612 (3.84%) 100,26,229 (0.75%) 1,73,435 (0.01%)
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5
2,126,433,182 133,95,71,902 133,91,81,008 (99.97%) 2,126,433,182 132,32,04,365 132,09,64,317 (99.83%) 2,126,433,182 133,93,33,465 128,78,74,853 (96.16%) 2,126,433,182 133,94,55,469 132,94,29,240 (99.25%) 2,126,433,182 133,94,04,275 133,92,30,840 (99.99%)
13. MEANS OF COMMUNICATION
ANNUAL REPORT 2010-11
25
of the Company, www.jalindia.com. Further, the results were also uploaded on Corporate Filing and Dissemination System (CFDS) website www.corpfiling.co.in through the Stock Exchanges. The Company also displays the Presentations made by the Company to Institutional Investors or to Analysts and the Official News Releases on its website. 14. MANAGEMENT DISCUSSION & ANALYSIS REPORT The Management Discussion and Analysis Report is attached to the Annual Report. 15. COMPLIANCE OFFICER The Board had designated Shri Harish K. Vaid, Sr. President (Corporate Affairs) & Company Secretary as the Compliance Officer. Address e-mail Phone Fax : : : : Sector – 128, Noida – 201304, U.P. [email protected] 91-120-4609000 91-120-4609363
19. LISTING ON STOCK EXCHANGES AND STOCK CODES The Equity shares of the Company are currently listed on the National Stock Exchange of India Limited (Code: JPASSOCIAT) and The Bombay Stock Exchange Limited (Code: 532532). The Company has paid annual listing fees due to NSE and BSE for the year 2010-2011. The FCCBs issued by the Company during the financial years 2005-06 (FCCB-II) and 2007-08 (FCCB-III) are listed on Singapore Stock Exchange. Further, Secured Redeemable Non Convertible Debentures issued by the Company, from time to time, on private placement basis, are listed on The Bombay Stock Exchange Limited.
20. MARKET PRICE DATA AND ITS PERFORMANCE IN COMPARISON TO IN DEX The high and low of the Share Price of the Company during each month in the last financial year at NSE and BSE were as under: Month Share Price at BSE High (Rs.) April,10 May,10 June,10 July,10 August,10 September,10 October,10 November,10 December,10 January,11 February,11 March,11 162.85 149.00 134.25 132.60 125.40 127.60 139.80 140.80 116.80 110.55 92.20 94.00 Low (Rs.) 143.50 109.70 117.00 117.90 108.10 107.65 118.80 99.00 98.20 82.75 70.25 78.00 Share Price at NSE High (Rs.) 162.90 147.25 134.50 132.50 125.70 127.70 139.05 140.85 116.90 110.70 92.30 94.20 Low (Rs.) 143.10 108.00 116.50 117.80 108.00 107.60 118.55 98.60 98.25 82.50 70.05 78.00
16. GENERAL SHAREHOLDER INFORMATION 14th Annual General Meeting The meeting shall be held as under: Day Date Time Venue : : : Tuesday September 27, 2011 Auditorium of Jaypee Institute of Information Technology University, A-10, Sector 62, NOIDA- 201 307, U.P.
: 11.30 A.M.
Designated Exclusive e-mail for investor services : For Shareholder related queries For Fixed Deposits related queries : [email protected] : [email protected]
17. FINANCIAL CALENDAR Details of announcement of Quarterly Financial Results during the year 2010-2011 are as under: Results For 1st Quarter ended 30-06-2010 For 2nd Quarter ended 30-09-2010 For 3rd Quarter ended 31-12-2010 For 4th Quarter ended 31-03-2011 Note : The Financial Results were reviewed by the Audit Committee and thereafter approved by the Board. Annual Audited Results for the year ended 31.03.2011 were announced on August 12, 2011. 18. DIVIDEND PAYMENT DATE For the year 2010-11, an Interim Dividend was declared and paid as under:
Dividend %age of Date of Record Dividend Declaration Date Date of Payment Total Tax on Dividend Dividend excluding (Rs. Tax (Rs. Crore) Crore) 85.06 Nil
Performance of Share Price of the Company in comparison to BSE Sensex is as under:
Announced on July 23, 2010 (unaudited) October 31, 2010 (unaudited) January 28, 2011 (unaudited) May 14, 2011 (unaudited)
Note : Average of high & low of BSE Sensex and average of High and Low of the Share Price of the Company’s Share during each month in the last financial year at BSE has been considered. 21. REGISTRAR AND TRANSFER AGENT The details of Registrar & Transfer Agent appointed by the Company are as under: M/s Alankit Assignments Limited 2E/21, Jhandewalan Extn., New Delhi 110 055. Tel: 011-51540060-63, Fax: 011-51540064 e-mail: [email protected]
Interim Dividend
20%
28.01.11
09.01.11 21.02.2011
For Final Dividend recommended at Rs.0.40 per share of Rs.2/-(i.e. 20%), the Company has fixed September 21, 2011 to September 27, 2011 (both days inclusive) as the Book Closure dates and the Dividend shall be paid after Shareholders’ approval at the ensuing Annual General Meeting.
26
22. SHARE TRANSFER S YSTEM The Company’s shares which are in compulsory dematerialsed (demat) list are transferable through the depository system. Shares received in physical mode are processed by the Registrars and Transfer Agent, Alankit Assignments Limited and approved by the Investors’ Grievance and Share transfer Committee of the Company. The shares received for transfer are transferred expeditiously, provided the documents are complete and the relative shares are not under any dispute. The Share Certificates duly endorsed in favour of the Transferees are returned promptly to shareholders. Confirmations in respect of the requests for dematerialization of shares are expeditiously sent to the respective depositories i.e. NSDL and CDSL. 23. DISTRIBUTION OF SHAREHOLDING The Distribution of shareholding and shareholding pattern as on March 31, 2011, were as follows: SHAREHOLDING BY SIZE No. of shares held Shareholders Number As a percentage of Total 97.37 1.55 0.60 0.15 0.07 0.04 0.09 Shares Number As a percentage of Total 7.94 1.67 1.31 0.58 0.41 0.28 0.94 86.87 100.00
25. UNCLAIMED DIVIDENDS 1. Jaiprakash Associates Limited Dividend History & transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF):
Sl Financial No. Year Interim/ Final Date of Rate of Declaration Dividend Dividend Dividend Due Date of Amount Distribution Transfer to Excluding Tax (Rs. Cr.) IEPF Tax (Rs. Cr.) 11.07 7.30 26.43 26.43 31.71 10.71 34.06 23.97 43.73 35.13 32.88 34.85 46.95 35.51 35.51 56.08 75.71 13.43 85.06 85.06 N.A. 0.63 3.38 3.45 4.44 1.50 4.77 3.36 6.13 5.97 5.58 5.92 Nil Nil 6.03 9.53 12.87 19.07 NIL 13.80 02.03.2009 (transferred) 28.10.2009 (transferred) 06.11.2010 (transferred) 30.10.2011 31.05.2012 28.10.2012 03.04.2013 27.11.2013 11.02.2014 30.09.2014 14.08.2014 12.02.2015 27.09.2015 21.11.2015 28.05.2016 30.10.2016 21.11.2016 22.10.2017 28.02.2018
1 2001-02 --do-2 2002-03 3 2003-04 4 2004-05 --do-5 2005-06 --do-6 2006-07 --do-7 2007-08 --do---do-8. 2008-09 --do---do-9. 2009-10 --do-10. 2010-11 --do--
Interim Final Final Final Interim Final Interim Final Interim Final 1st Interim 2nd Interim Final 1st Interim 2nd Interim Final Interim Final Interim Final (Recommended)
30.01.2002 27.09.2002 06.10.2003 29.09.2004 30.04.2005 27.09.2005 03.03.2006 27.10.2006 11.01.2007 30.08.2007 14.07.2007 12.01.2008 27.08.2008 21.10.2008 27.04.2009 29.09.2009 21.10.2009 28.01.2011 *
7% 5% 15% 15% 18% 6% 18% 9% 20% 16% 15% 15% 20% 15% 15% 20% 27% 20% 20%
Upto 2500 2501 – 5,000 5,001 –10,000 10,001 – 15,000 15,001 – 20,000 20,001 – 25,000 25,001 - 50,000 50,001 and above TOTAL
638,768 10,168 3,927 986 491 262 560 874 656,036
168,872,208 35,469,586 27,811,367 12,273,720 8,659,135 5,875,690 20,010,419
21.09.2010 27%
0.13 1,847,461,057 100.00 2,126,433,182
SHAREHOLDING BY CATEGORY Category of Shareholder Promoters Mutual Funds/UTI/FI/Banks/ Insurance Companies Private Bodies Corporate FIIs/NRIs/OCBs/Foreign Body Corporates Individuals Public Trusts/Clearing Members & in transit Total Percentage of holding 46.84% 10.77% 7.02% 21.80% 12.91% 0.66% 100.00% 2.
* Dividend shall be paid after shareholders’ approval at the ensuing Annual General Meeting. Pursuant to Section 205C of the Companies Act, 1956, the Company transferred unclaimed final dividend amounting Rs.54,19,774 relating to the Financial Year 2002-03 and unclaimed fixed deposits amounting to Rs.15,075 to the Investor Education and Protection Fund of the Central Government during the financial year 2010-11. Erstwhile Jaypee Hotels Ltd. Dividend History & transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF) of erstwhile Jaypee Hotels Ltd.(JHL) which got merged with Jaiprakash Associates Ltd.(JAL) consequent upon the sanction of the Scheme of Amalgamation of JHL alongwith three other group companies (Transferor Companies) with JAL (Transferee Company) by the Hon’ble High Court of Judicature at Allahabad on May 15, 2009, effective from May 27, 2009 is as under :
Sl No. Financial Year Interim/ Final Date of Rate of Declaration Dividend Dividend Dividend Due Date of Amount Distribution Transfer to Excluding Tax (Rs. IEPF Tax (Rs.Cr.) Cr.) 5.55 0.72 07.04.2012
24. DEMATERIALISATION OF SHARES AND LIQUIDITY The shares of the Company are in compulsory demat segment and are available for trading in the depository systems of both NSDL and CDSL. As on March 31, 2011, 97.81% of the Share Capital of the Company had been dematerialized. The shares of the Company form part of BSE Sensex, BSE 500 and also part of NSE Nifty, CNX Infra, NSE Future & Options. The same are actively traded on both BSE and NSE.
1
2004-05
Interim 07.03.2005 (considered Final) Final Final Final 27.09.2006 27.09.2007 22.07.2008
10%
2 3 4
2005-06 2006-07 2007-08
18% 18% 18%
9.98 9.98 9.98
1.40 1.69 1.69
28.10.2013 28.10.2014 22.08.2015
ANNUAL REPORT 2010-11
27
26. OUTSTANDING GDRS/ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY FCCB(S) AND CONVERSION THEREOF The Company has so far issued three series of Foreign Currency Convertible Bonds – one each during the Financial Years 2004-05, 2005-06 and 2007-08. The first series of FCCB’s was fully redeemed on February 17, 2010. The details of three FCCBs issued by the Company as on March 31, 2011 are as under:
S. No. 1 2 3 4 5 PARTICULARS FCCB-I* FCCB-II FCCB-III (*extinguished on 17.2.2010) USD 100 Million Euro 165 Million USD 400 Million 16.02.2005 09.03.2006 11.09.2007 17.02.2010 09.03.2013 12.09.2012 (fully redeemed) 0.50% 0.50% Nil
SECTOR Hydro Power Hydro Power Hydro Power Expressway Expressway Expressway Construction Construction Construction
PROJECT NAME
STATE
Karcham Wangtoo Hydro Electric Project Himachal Pradesh of JKHCL 2700 MW Lower Siang & 500 MW Hirong Arunachal .Pradesh of JAPL 450 MW Kynshi–II & 270 MW Umngot of Meghalaya JPVL Yamuna Expressway Project (6-lane Uttar Pradesh 165Km) connecting Noida and Agra Zirakpur - Parwanoo Highway of NH-22 Punjab, Haryana & Himachal Pradesh
Aggregate Value Date of Issue Due on Applicable Interest Rate Pre-agreed Conversion price per share : (i) Latest Conversion Price per share of Rs.2 each (ii) Old Conversion Price before Bonus (till 18.12.09 - per share of Rs.2 each) (iii) Old Conversion Price before split (till Record Date i.e. 26.12.07 - per share of Rs.10 each) Pre-agreed Conversion Exchange Rate (fixed) FCCBs Converted till March 31, 2011 Percentage Converted Bought Back
Ganga Expressway Project of 1047 Kms Uttar Pradesh connecting Noida to Ballia Srisailam Left Bank Canal Tunnel Works Andhra Pradesh Civil works of Clinkerisation Unit at Satna Madhya Pradesh and and Grinding Unit at Bhilai Chattisgarh Sri Rama Sagar flood flow canal Andhra Pradesh Package-2 Project Polavaram Project right main canal Andhra Pradesh Package-4 Veligonda Feeder & Teegaleru Canal Andhra Pradesh Project Rajiv Sagar Left Irrigation Project Andhra Pradesh (Dummuguden) GNSS Main Canal Project Andhra Pradesh
Rs.31.5080 Rs.47.2620
Rs.74.5031 Rs.111.7546
Rs.165.1707 Rs.247.7560
Construction Construction
Rs.236.3100
Rs.558.7730
Rs.1,238.7800
Construction
Rs. 43.785 per USD USD 99.950 Million 99.950% --USD 0.500 Million -0.50% Nil Nil 93,523,098 Rs.53.599 per Euro Euro 163.294 Million 98.966% --Rs. 40.350 per USD USD 4.500 Million 1.125% USD 41.025 Million 10.256%
6 7
Construction (B) Cement
8
Percentage Bought Back 8A Redeemed -Percentage Redeemed 9 FCCBs Outstanding as on March 31, 2011 Percentage Outstanding 10 No. of Shares (of Rs.2 each) issued upon conversion till March 31, 2011 11 No. of Shares (of Rs.2 each) to be issued upon conversion of outstanding FCCBs, if opted by holders thereof
The Cement Plants and Cement Grinding Plants of the Company are located at various locations viz. Rewa, Bela, Sidhi, Babupur and Satna in Madhya Pradesh; Tanda, Sadwa Khurd, Dala, Chunar and Sikanderadad in Uttar Pradesh; Roorkee in Uttarakhand; Panipat in Haryana; Baga and Bagheri in Himachal Pradesh; Sewagram and Wanakbori in Gujrat; Bhilai in Chattisgarh, Bokaro in Jharkhand; and Jaggayyapeta in Andhra Pradesh. (C) Hospitality The Company’s 5 Star Hotels are located in Vasant Vihar, New Delhi, Rajendra Place, New Delhi, Agra (Uttar Pradesh), Greater Noida (Uttar Pradesh) and Mussoorie (Uttarakhand), besides a 18 holes Golf Course located at Greater Noida (Uttar Pradesh). The real estate projects being developed by the Company are located in Noida and Greater Noida, Uttar Pradesh. (E) Power The Company is running/ developing power plants through its subsidiaries as under: HYDRO POWER: S. Power Stn./Plants/ Projects No. Existing Power Stations (a) (b) (c) (a) Karcham Wangtoo Power Stn of JPVL Baspa-II of JPVL Vishnuprayag of JPVL Projects in pipeline Karcham Wangtoo Project of JPVL Capacity Location (in MW) 1200 500* 300 400 4,420 500* Himachal Pradesh Himachal Pradesh Himachal Pradesh Uttarakhand
-Euro 1.706 Million 1.034% 78,922,176
-USD 354.475 Million 88.619% 732,876
(D) Real Estate
-1,227,330 86,595,662
On April 9, 2011, FCCB-II aggregating Euro 1.451 Mn were redeemed on exercise of put option by the Bondholders. Thus, as on date, the outstanding amount of FCCB-II aggregates Euro 0.255 Mn. and that of FCCB-III aggregates US D 354.475 Mn. 27. PROJECT / PLANT LOCATIONS The Company (either directly or through its subsidiary/ JVs) is engaged in the business of Heavy Civil Engineering Construction, Expressways, Cement Manufacturing, Generation of Power, Real Estate and Hospitality. The Business of construction of Hydro-Power Projects is operated from various sites of the Clients. The operations of the Company are presently being carried out at the following main sites of its clients:
(A) Construction & Expressway
28
S. Power Stn./Plants/ Projects No. (b) (c) (d) (e) Lower Siang of JAPL Hirong of JAPL Kynshi–II of JPVL Umngot of JPVL Total of Hydro power
Capacity Location (in MW) 2700 500 450 270 5,620 Arunachal Pradesh Arunachal Pradesh Meghalaya Meghalaya
Exchanges. The Results are also reported to Stock Exchanges and published in National Newspapers in English and Hindi newspapers having wide circulation. (d) Audit Qualifications The Company believes and maintains its Accounts in a transparent manner and aims at receiving unqualified report from the Auditors on the financial statements of the Company. VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE The Ministry of Corporate Affairs (MCA) had issued voluntary guidelines on Corporate Governance in December, 2009 to serve as benchmark for the corporate sector and help them achieve highest standard of Corporate Governance. The Company has adopted some of the guidelines proposed by MCA, details of which are given below and endeavors to adopt the rest in a phased manner. A. Independent Directors • Independent Directors to have the option and freedom to meet Company Management periodically
*out of 1000 MW Capacity of Karcham Wangtoo Project, 500 MW has already been energized and remaining 500 MW is expected to be energized around Sept./ Oct., 2011. THERMAL POWER: Projects in pipeline (a) (b) (c) (d) Nigrie, Distt Singrauli of JPVL Bina of JPVL Karchhana of Sangam Power Generation Co. Ltd. Bara of Prayagraj Power Generation Company Ltd. Existing (a) (b) Plant of JAL Plant of JAL Total Power (Hydro + Thermal + Wind) existing as well as in pipeline Registered & Corporate Office Delhi Office For Shareholder related queries 7,850 1,320 1,250 1,980 3,300 Madhya Pradesh Madhya Pradesh Uttar Pradesh Uttar Pradesh
The Independent Directors of your Company have the option and freedom to interact with the Company management periodically as and when they deem necessary. B. Remuneration of Directors 1. Remuneration to Non-executive Directors • Your Company is paying to Non-Executive Directors sitting fee of Rs.20,000/- for attending each meeting of the Board and Committees thereof which is maximum amount that can be paid under the Companies Act, 1956.
WIND POWER: 49 40.25 8.75 13,519 Maharashtra Gujarat
2.
Remuneration Committee The Company has a Remuneration Committee of the Board comprising of 3 members, all being Non Executive Independent Directors. The Committee recommends/ reviews the Remuneration package of the Whole-time Directors.
28. ADDRESS FOR CORRESPONDENCE : Sector – 128, Noida – 201304, U. P. : ‘JA House’, 63, Basant Lok, Vasant Vihar, New Delhi 110057 : [email protected] 3.
Designated Exclusive e-mail for investor services : For Fixed Deposits related queries : [email protected] The Company avails ECS facility for distribution of Dividend in Metropolitan Cities in respect of those Shareholders who have opted for payment of Dividend through ECS. 30. NON-MANDATORY REQUIREMENTS (a) Remuneration Committee The Company has constituted a Remuneration Committee. Relevant details of the Remuneration Committee are provided in paragraph 5 of this Report. (b) Training of Board Members As regards training of Board members, the Directors on the Board are seasoned professionals having wide range of expertise in diverse fields. They keep themselves abreast with the latest developments in the field of Management, Technology and Business Environment through various symposiums, seminars, etc. (c) Shareholder’s Rights The Company uploads its Quarterly, Half – Yearly and Annual Results, shareholding information, statutory communication with stock exchanges, press releases and presentations on its web site – www.jalindia.com which is accessible to all. Besides, financial results are posted with Corporate Filing & Dissemination System (corpfiling) at www.corpfiling.co.in through the Stock
Audit Committee of Board Constitution • The Company has an Audit Committee comprising of four members all being Non-executive Independent Directors. The Chairman of the Audit Committee is an Independent Director. All the members of Audit Committee have knowledge of financial management, audit & accounts. Audit Committee is provided with back office support and other resources of the Company, as and when required, has access to information contained in the records of the Company and has the facility of having separate discussions with both internal and external auditors as well as management. Role and responsibilities of the Audit Committee, inter alia, include recommending appointment, re-appointment or removal of Statutory Auditors/ Cost Auditors/Internal Auditors and remuneration payable to them, review of Internal Audit Reports/ Cost Audit Reports, Quarterly and Annual Financial Results, Annual Budget and Variance Reports etc. Appointment of Auditors Audit Committee is the first point of reference regarding the appointment of auditors. Keeping in view the profile of the audit firm, qualifications
29. ELECTRONIC CLEARING SERVICE (ECS)
Enabling Powers •
Role and Responsibilities •
4.
Auditors •
ANNUAL REPORT 2010-11
29
and experience of audit partners, strengths and weaknesses, if any, recommends the appointment/ re-appointment of the Statutory Auditors of the Company and the remuneration payable to them. While discharging its duty, the Audit Committee examines and reviews the documentation and the certificate for proof of independence of the audit firm before recommending to the Board, with reasons, either the appointment/re-appointment or removal of the Statutory Auditor. • Need for clarity on information to be sought by Auditor There is sufficient clarity between the Company’s Management and the Auditor on the amount & nature of documents to be made available for audit purpose.
5.
6.
7.
Appointment of Internal Auditor In order to ensure the independence and credibility of the internal audit process, Awatar & Co., Chartered Accountants, an independent firm have been appointed as the Company’s Internal Auditor. Secretarial Audit As a part of good Corporate Governance practices being followed by the Company, M/s Chandrasekaran Associates, Company Secretaries, were voluntarily appointed to conduct the Secretarial Audit for the financial year 2010-11 and their report forms part of the Annual Report. Institution of mechanism for Whistle Blowing The Company has not adopted any formal whistle Blowing Policy. However, the Company has not denied access of any personnel to approach the Management or the Audit Committee on any issue.
DECLARATION BY THE EXECUTIVE CHAIRMAN & CEO UNDER CLAUSE 49 (1D) OF THE LISTING AGREEMENT I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management, as approved by the Board, for the financial year ended March 31, 2011. MANOJ GAUR Executive Chairman & CEO Jaiprakash Associates Limited Place : Noida Date : May 14, 2011
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE To The Members of Jaiprakash Associates Limited We have examined the compliance of conditions of Corporate Governance by Jaiprakash Associates Limited for the year ended on 31st March, 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. We state that no investor grievance is pending for a period exceeding one month with the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For M. P. SINGH & ASSOCIATES Chartered Accountants Firm Regn. No.002183C (CA M. P. SINGH) Partner M.No. 1454 Place : Noida Dated : August 12, 2011
30
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Forming part of the Report of Directors for the year ended March 31, 2011
ECONOMIC OVERVIEW According to the latest numbers made available by Central Statistical Office (CSO), India’s GDP at factor cost at constant prices registered an increase of 8.5 percent in the year 2010-11. This revised estimate of 8.5 percent growth for GDP in 2010-11 is only a shade below the advance estimates that had pegged GDP growth for 2010-11 at 8.6 percent. The GDP growth range for the year 2011-12 is expected to be 8 to 8.5 percent. The inputs and projections provided by various participating economists show that while the agriculture and allied activities sector is projected to grow by 3.7 percent this year, industry and services sector are poised to grow by 8 percent and 9.2 percent respectively. The key risks to growth in India in the current year are the negative impact of continuous tightening of monetary policy by RBI and a slowdown in global growth due to various reasons such as high international oil prices etc. INFRASTRUCTURE & CONSTRUCTION SECTOR IN INDIA The lack of infrastructure has been one of the major constraints on India’s growth potential and aspirations. Government’s focussed initiatives towards infrastructure creation with active participation Total of the private sector will hold key to growth of Indian Economy. For bridging the infrastructure deficit and for sustaining a higher growth rate, the Eleventh Five Year Plan envisages a total investment of Rs. 2,056,150 crore in infrastructure as against Rs. 887,794 crore realized during the Tenth Plan. This ambitious target cannot be met with public resources alone. The Eleventh Plan, therefore, projects that 30% of the required investment will be made through private sector participation; which translates to private sector investment of Rs. 619,591 crore as compared to Rs. 175,203 crore during the Tenth Plan. Planned Investment in Infrastructure (Rs. Crore) XIth Plan 2056150 887794 619591 175203 Private Xth Plan
XIth Five Year Plan: Targets for Infrastructure sector Power Additional power generation capacity of about 78,577 MW Reaching electricity to all un-electrified hamlets; providing access to all rural households National Highways Six-laning 6,500 kilometers of Golden Quadrilateral and selected National Highways Four-laning 6,736 kilometers on North-South and East-West Corridors Four-laning 20,000 kilometers of National Highways Widening 20,000 kilometers of National Highways to two lanes Developing 1,000 kilometers of Expressways Constructing 8,737 kilometers of roads, including 3,846 kilometers of National Highways in the North East Rural Roads Constructing 1,29,707 kilometers of new rural roads, and renewing and upgrading existing 1,77,726 kilometers covering 60,638 rural habitations Ports Capacity addition of 485 million MT in Major Ports, 345 million MT in Minor Ports Airport Modernisation and redevelopment of 4 metro and 35 non-metro airports Constructing 3 greenfield airports in North East Constructing 7 other greenfield airports Upgrading CNS/ATM facilities Railways Constructing Dedicated Freight Corridors between Mumbai-Delhi and Ludhiana-Kolkata 8,132 kilometers of new railway lines; gauge conversion of 7,148 kilometers Modernisation and redevelopment of 22 railway stations Irrigation Developing 16 million hectares through major, medium and minor irrigation works As a multi-disciplinary infrastructure player, Jaiprakash Associates Ltd.(JAL) is geared up to participate in the infrastructure development of the country. Its leadership as an EPC player, a Cement producer, a Power Producer, an Expressway developer, a premium township developer and a niche hospitality player is well established. With rapid capacity expansion across most of its business domains, it shall reap rich dividends from the forthcoming infrastructure boom and create substantial value for all its stakeholders. Review of Financial Performance Jaiprakash Associates Ltd. had crossed the Rs. 10,000 crore plus annual Turnover mark in financial year 2009-10. The key highlights of the financial performance for the year 2010-11 were : • Total revenues reached Rs.13,831 crore from Rs. 11,671 crore in the previous year; an increase of 18.5%. • EBIDTA was Rs. 3,242 crore against Rs. 2,891 crore in the previous year. • Net profit after extraordinary items is Rs.1167 crore against Rs.1708 crore in the previous year. • EPS after extraordinary items for year 2010-11 is Rs.5.49 against Rs.8.08 in the previous year. SEGMENT-WISE REVIEW OF OPERATIONS The Company’s business can be broadly classified in the following sectors : 1. 2. 3. 4. Engineering & Construction Manufacture & Marketing of Cement Energy (Power, Transmission, Oil & Gas) Expressways
ANNUAL REPORT 2010-11
31
5. 6. 1.
Real Estate and Hospitality Engineering & Construction Keeping in mind that the key to sustaining India’s growth rate lies in developing the country’s infrastructure, the Government is targeting huge investment over the next five years in the infrastructure sector. The Scheme aims to take up infrastructure projects under public-private partnership with minimal private investment.
generation, transmission and distribution of power. A slew of reform measures have been taken by authorities and regulators towards making it an attractive sector for private players. JAYPEE IN ENERGY Jaiprakash Power Ventures Limited (JPVL) (a subsidiary Company of JAL) is the largest private sector Hydro Power producer with 1200 MW of operational assets (300 MW Baspa, 400 Vishnuprayag, 500 MW Karcham Wangtoo), another 500 MW capacity of Karcham Wangtoo Project is scheduled for commissioning in calender year 2011 itself. In addition, another 4420 MW of Hydro Power Project is in various stages of development. Together with its portfolio of Thermal Power Projects, JPVL is poised to have a total generation capacity of 13,519 MW by financial year 2018- 19 and shall be the only Company in Private Sector having a mix of 65% portfolio from thermal power and 35% portfolio from hydro power. The group plans to execute significant proportion of its capacity expansion plans over the next few years. As per the current drawn out capacity addition plans, the Company shall add 12000 MW (approx) between Financial year 2010-11 and 2018-19. This shall be spread across thermal and hydro power segments, as well regulated and merchant power. 4. EXPRESSWAYS Connectivity is a key component of development, it is the pillar on which economy grows and development is witnessed. Roads formulate the path to the holistic development of the nation. Roads in India are the most preferred mode of transportation. Easy availability, adaptability to individual needs and cost savings are some of the factors working in favour of road transport. India has the world’s second largest road network, aggregating over 3.34 million kilometers (km) and carry about 65 per cent of freight and 85 per cent of passenger traffic, according to the National Highway Authority of India. Road transport also acts as a feeder service to railway, shipping and air traffic. In order to give impetus to the economic development of the country, the Government has embarked upon a massive National Highways Development Project (NHDP) in the country. As Indian Economy grew in the early part of this decade, challenges & opportunities across entire spectrum emerged and so was the case of large expressways with unique model of ribbon development along it, which modelled as developed tracks of New India. JAYPEE IN EXPRESSWAYS The Group entered into construction of expressways with the Yamuna Expressway project – a 165 kilometres access controlled 6 lane super expressway along the Yamuna river connecting Noida and Agra on Build – Own – Transfer basis. The project envisages ribbon development along the expressway at 5 locations aggregating 25 million square meters of land for residential/industrial/institutional purposes and has trigger multidimensional, socio-economic development in Western U.P. besides strengthening the Group’s presence in real estate segment in this decade. Jaypee Infratech Limited (JIL), a subsidiary of JAL is executing the Yamuna Expressway project. JIL has deployed the most advanced machinery and equipment including 10 units of concrete batching plants, 9 units of crushers with metal breaking capacity @ 300 tph and 6 integrated units comprising aggregate crushing & screening facilities distributed at intervals of 28 kilometres each along the expressway, the Company is also using 4 nos. of 16 meter wide Paver (Writgen) imported from Germany which are designed to pave all 3 lanes of one side of the expressway in one go and pavers of this size are being used for the first time in India. The group firmly believes that this project shall foster growth in the State of Uttar Pradesh and have a positive impact on the adjoining States. Though the Concession Agreement envisages the completion of the Expressway by April, 2013, the Project is expected to achieve commercial operations by March, 2012.
During the Eleventh Five year Plan (2007-2012), the Government aims to add power generation capacity of about 80,000 MW and provide electricity to all unelectrified hamlets and all rural households through the Rajiv Gandhi Grameen Vidyutikaran Yojna (RGGVY). Operational Performance During the year, the Engineering & Construction Division of the Company continued to perform well. While the Company was qualified for new Projects, new contracts were also awarded, as reported in the Directors’ Report.
2.
CEMENT Indian Cement Industry The Indian cement industry had witnessed an incredible growth journey in the past few years, led by the growth in the real estate, infrastructure and industrial construction. The domestic cement demand growth had surpassed the economic growth rate in the period FY 06-10. However, in FY11, cement demand growth took a slight breather. The cement industry has registered a drop in margins in FY 11 mainly due to input cost rise and lack of pricing power. As the economic growth now settles at a higher pedestal of 8 -8.5%, the cement demand is expected to sustain a good growth in demand. The key drivers of this strong demand shall be the continued expansion in infrastructure, real estate and industrial sectors. JAYPEE IN CEMENT The Company is the third largest cement producer in the country with 23.70 MTPA (Million Tonne Per Annum) installed capacity. It is continuing to add capacities to take its tally to 35 MTPA by the year 2012 and aims to touch 50 MTPA by 201213. In doing so, the Company will script the fastest expansion in cement sector by any company in India and position itself amongst the top cement manufacturers in Asia.
3.
ENERGY Power deficit in India has been a critical concern in the recent growth phase of Indian economy. Considering its potential contribution in the growth of our economy, Power sector itself possesses tremendous growth potential/ opportunities:
•
India requires an additional over 90,000 MW of new generation capacity in the next seven years; a total investment opportunity of about US$ 200 billion over a seven year horizon. - A corresponding investment is required in transmission and distribution networks. Large demand-supply gap: All India average energy shortfall of 7% and peak demand shortfall of 12%. Hydel power potential of 150,000 MW is untapped as assessed by the Government of India. Renovation, modernisation, up-rating and life extension of old thermal and hydro power plants required. Opportunities in Transmission network ventures – additional 60,000 circuit km of transmission network expected by 2012.
• • • •
XIth Plan aims to create additional power generation capacity of about 78,577 MW; and also to spread electricity to all unelectrified hamlets of the country and thereby provide access to all rural households. Like other core infrastructure sectors, Government of India and even various state governments are seeking active participation of the private sector across
32
5.
Himalyan Expressway Limited (HEL), a subsidiary of JAL, is implementing Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The project consists of 17.39 Km of widening of existing twolane carriageway to four-lane and 10.14 Km of new fourlane bypass. The Project is expected to be completed by December, 2011. Work on 1047 Km long 8-lane Access-Controlled Ganga Expressway Project connecting Greater Noida with GhazipurBallia along the left bank of river Ganga will commence after the environment clearance is obtained. Jaypee Agra Vikas Ltd., another subsidiary of the Company, has signed Concession Agreement for Development of Inner Ring Road at Agra. REAL ESTATE After one and a half years of gradual consolidation, real estate in India has fathomed its own comfortable ground, and is poised at the right threshold to take a giant leap in years to come. While a differential pace of strengthening is evident across sectors, geographies and segments, several property market indicators point to the fact that the industry has indeed bottomed out in the current cycle. The fears of a possible double dip recovery have given way to beliefs in the sustained healthy levels, if not a rapid growth. The shortage of affordable housing space is one of the biggest challenges towards ensuring equitable and inclusive economic growth. The right mix of government policies and easing of norms for land acquisition are the prerequisites to address the same. The year 2011-12 would usher a new decade of opportunities for Indian real estate, which will be a test of sorts for its stakeholders between these two fringes of the fulcrum. The group shall also benefit from the development of integrated towns and cities alongside the development of expressway. Further, the Group stands to get the rights for development of an estimated 30,000 acres of land along the Ganga Expressway, the total area under development is estimated at 1 billion square feet. OPERATIONAL PERFORMANCE Our real estate projects are conceptualised keeping in mind the concept of gated community with all modern amenities essential for the Indians looking to settle down in townships mirroring images of developed India. We believe the affordable pricing structure and wide range of available layouts of individual units at our existing developments, including 620 square feet for a one-bedroom unit up to 2,300 square feet for a four bedroom unit at Jaypee Greens Klassic, may also appeal to a broad demographic.
Financial year 2019-20. With India share being just 1.2% of total demand of global travel, the prospects for the industry remain promising as the growth of the Tourism Industry has shown positive signs. In view of the country’s rapid economic growth the hotel industry is expected to remain buoyant. JAYPEE IN HOSPITALITY The Hotels Division of the Company has 5 ‘five-star’ luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and soon new 45 rooms more shall be added to its inventory. Jaypee Greens Golf & Spa Resort, a prestigious presentation by Jaypee Hotels in the luxury segment, offers 170 state of art rooms and world renowned “Six Senses Spa” overlooking the Championship 18 hole Greg Norman Golf Course at Jaypee Greens, Greater Noida, U.P. It has emerged as a preferred choice of upmarket business travellers. The Company has India’s first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course. In recognition of our hospitality, the Golf Course at Jaypee Greens, Greater Noida has been conferred with the prestigious “BEST TOURISM FRIENDLY GOLF COURSE” award by the MINISTRY OF TOURISM, Govt. of India. In the close proximity to the Golf Course is Atlantis-The Club, an integrated sports complex that offers World Class sporting events & tournament facilities, rooms & conference facilities and Jaypee DelCourt, offering hospitality with a difference, offers 27 well appointed rooms and 36 service apartments making it a viable destination for corporate entrepreneurs, expats business and leisure stays. The Company’s Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).
OUTLOOK Jaiprakash Associates Ltd. has an established growth record as a leading infrastructure Company with decisive competitive advantages. We believe that the next decade in India belongs to infrastructure sector. While even the smallest constituents of infrastructure sector will immensely benefit from it, Jaiprakash Associates Ltd. shall not only benefit from the ensuing growth phase of Infrastructure but actually lead the Infrastructure development of India. Its future outlook appears bright for the following reasons: • • • It is “Right Placed” in the core infrastructure sectors of cement, power, roads, and realty It has “Right Blend” i.e. diverse business mix leading to derisked business model It is “Right Scaled” as it has leadership positions in almost all of its business domains and scaling up of capacities across all of them. Ready and rolling capacities will help it maximise from the growing demand It has the “Right Span” from northern to southern India, western to eastern through central India within its span of reach. It is based on the above facts that the Company’s outlook appears very positive and the Company shall continue growing at a rate higher than the economy and most of the industry sub-verticals it operates in. OPPORTUNITIES & THREATS 1. Engineering & Construction Industry: With the renewed thrust by the Government of India to add hydropower
Furthermore, because our developments are designed as integrated townships with a wide range of planned educational, recreational, commercial and retail facilities, we believe they will appeal to a diverse mix of potential residents. During the year, the group launched prestigious residential projects like The Castille Apartments, Jaypee Greens The Orchards, Jaypee Greens Krescent Homes, Jaypee Greens Pebble Beach Residences, Kingswood Oriental Villas and Aman II. It received encouraging response to these projects.
6.
HOSPITALITY Indian tourism industry is coming of age. The growth in economic activity is not only translating in increased Foreign Tourist arrivals but also in increased disposable earnings, which in turn is augmenting the domestic travel sector as well. Government of India’s focussed promotional campaign ‘Incredible India’, the recently held world level sporting events and ensuing Formula 1 race being organised in India for the first time in October 2011 by Jaypee Group and continued development of country’s infrastructure augur well for Indian tourism industry. ‘The World Travel and Tourism Report 2010’ has predicted robust recovery in Indian Tourism. The contribution from Travel & Tourism to Gross Domestic Product (GDP) is expected to grow to Rs. 5,438 billion by the
•
ANNUAL REPORT 2010-11
33
generation in India to meet growing power demand, it is expected that large number of new hydropower projects will be taken up by various Government undertakings. This will result in more opportunities for the Company which specializes in development of Hydro power and River Valley Projects. Similar Governmental continued thrust on other infrastructure projects including highways/ expressways, will bring lot of opportunities for India and your Company. Keeping in view the expertise of the Company, no threat is perceived in this area of operation. 2. Power Generation: The necessity for addition of power generation capacity of the country and the various incentives provided by the Government of India for private sector participation in development of power will be key to the development of Power projects on BOO basis by the Company. Hospitality & Real Estate: Growth in economic activity world over supplemented with Government of India’s focussed promotional campaign “Incredible India”, international level sporting events etc. are translating in increased foreign tourist arrivals. With the increasing economic activity in the country & the ensuing Formula 1 race being organised in India for the first time in October 2011 by Jaypee Group, are believed to facilitate growth in the Hospitality sector. The Government has introduced many progressive reforms to unlock the potential of the real estate sector and also meet increasing demand levels. The quality real estate development undertaken by the Company is selling well inspite of other players being in the market. This business as a whole is looking bright. Cement: Cement consumption and demand in India has been growing during the last few years. However, due to market conditions, the selling price had been under pressure during the year under review and for the present as well. To meet the challenge, the Company keeps taking steps to improve economy in operations on continuous basis. The pan India presence of the Company for manufacturing and marketing of Cement will give the Company inherent locational advantages and economies of scale. Mining: The Company has procured Captive Coal Blocks to meet the requirements of its business as per Government of India’s latest guidelines. This would not only meet its long term energy needs, but would also bring down the cost of production substantially. General: The Indian Economy is expected to grow at over 8% p.a. in the medium term. The growth is envisaged to be driven by investments in infrastructure including Roads, Ports, Power Sector etc. Besides, housing sector in the urban and semiurban areas is poised for growth. Increasing economic activity and population is expected to increase both, per capita and aggregate, cement and power consumption, besides housing & hospitality needs. These factors are expected to positively impact the prospects of demand for Company’s products. The Company has emerged as a Significant Infrastructure Company with diversification in Real Estate, Expressways and Hospitality business. Already on a higher trajectory in growth curve, the Company is poised to seize every opportunity to expand the existing line of business or enter into new related line of businesses. The Company is well equipped to handle threats of competition and challenges which might emanate from Cement Industry or the Company’s ongoing execution of Projects on Mountainous Regions and at difficult terrains. RISKS & CONCERNS With the fairly diversified nature of Jaypee’s business, the risks and concerns vary from one business to other. With Company’s span of businesses falling under core infrastructure domain, the continuing infrastructure development phase of India provides considerable cushion. The divisions cross leverage strengths to each other and help mitigate major risks at Company level. 1. Cement industry being highly energy intensive, any possible rise in energy cost might affect Company’s business adversely. The setting up of the captive power units in addition to the proactive steps towards reducing power consumption
helps the Company counter this threat effectively. It has commissioned captive thermal power plants. The cement industry is cyclical in nature and also witnesses seasonal reduction in consumption during monsoon season. With the consistent demand growth as witnessed in India, the Company has been ramping up its capacities. It carefully evaluates the regional mismatches and deploys capacities to minimise from the cyclical risks. 2. The Engineering & Construction Division of the Company provides performance guarantees in relation to certain of its projects and other activities. The Company provides the Performance Guarantee which depends on the Terms and Conditions as stipulated by the Clients and is up to 5% of the contract price and is in line with the general practice prevailing in the country for awards of contracts. 3. Cyclical and Political Condition affecting businesses : The Cement Industry is cyclical in nature and consumption level of cement reduces during monsoon seasons. However, the level of spending on housing sector is dependent on the growth of economy, which is predominantly dependent on agriculture since India is an Agricultural centric economy. Cement Industry has maintained a good Growth Rate during last few years. Engineering & Construction Growth in infrastructure sector is dependent on political stability. There has been continuous emphasis on development of Infrastructure and Housing by successive governments after reform process was initiated in nineties. 4. A significant proportion of the Company’s revenues (Engineering & Construction Division) comes from a limited number of customers. It relies heavily on Central and State Governments and public sector undertakings (subject to political influence). Contract Payment Risk In view of the fact that JAL typically takes up large size construction contracts of sizes over Rs.500 crores which requires large scale mobilization of man power, machinery and material, the timely receipt of payments from the client is critical. Generally, the contract terms involve payment of advance for mobilization while the balance amount is linked to the physical progress of the project. JAL restricts its interest to those projects, which have the budgetary outlay / sources of finances tied up (i.e. financial closure achieved), thus, minimizing the risk of delays in payment. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY The Company has an internal control system commensurate with its size and nature of business. The system focuses on optimum utilisation of resources and adequate protection of Company’s assets. It monitors and ensures efficient communication between the Projects and the Head Office; efficiently manages the information system and reviews the IT systems; ensures accurate & timely recording of transactions; stringently checks the compliance with prevalent statutes, listing agreement provisions, management policies & procedures in addition to securing adherence to applicable accounting standards and policies. The internal control system provides for adherence to approved procedures, policies, guidelines and authorization. In order to ensure that all checks and balances are in place and all the internal control systems and procedures are in order, regular and exhaustive internal audit is conducted by the qualified Chartered Accountants. Internal audit reports are reviewed by the Audit Committee on a quarterly basis. MATERIAL DEVELOPMENTS INDUSTRIAL RELATIONS IN HUMAN RESOURCES/
3.
4.
5.
5.
6.
The core of achieving business excellence lies in a committed, talented and focussed workforce. Under the exemplary leadership of its Founder Chairman, the Company has created a highly motivated pool of professionals and skilled workforce that share
34
a passion and vision of the Company. The resultant power of HR pool gets reflected in the phenomenal growth of the Company in the recent past. The Company adopts latest techniques in evaluating the potential and training needs of the employees at all levels. Designing of tailor-made training programmes that fill the knowledge/skill gap and imparting in-house training in addition to utilising external programmes are significant functions of HR Department of the Company. The Company’s Safety Policy comprises a statement of the Organization’s objectives regarding safety of Man and Equipment in operation at work sites. The Management’s endeavour is to establish Risk-Free and zero accident work environment. As at 31.03.2011, the Company had a total workforce of approx. 20,000 persons, including managers, staff and regular/casual workers. Industrial relations in the organization continued to be cordial and progressive. HEALTH AND SAFETY The Company places considerable emphasis on health and safety throughout its operation and displays commitment to ensure the high standards being maintained in compliance with applicable laws and regulations. Training programmes have been implemented for all its staff and employees, and the Company carried out regular safety audits in relation to its operations. The cement division of the Company has been awarded a number of national and state safety awards in India. ENVIRONMENTAL MATTERS As a diversified engineering, construction and manufacturing conglomerate, the Company is required to comply with various laws and regulations relating to the environment. Stack emission is a key environmental concern in cement manufacturing. The Company’s cement plants comply with current stack emission limits for air pollution. Its cement units take proactive environmental management actions like adopting a comprehensive fire fighting scheme, permanent bonding and grounding of equipments in order to reduce static electricity hazards; equipping electric installations with heat sensors and an automatic water spray system; fitting the coal mill gas circuits with explosion flaps to immediately relieve pressure for the protection of personnel and equipment etc. The Company consistently undertakes water conservation and rain water harvesting measures. In the areas adjacent to the limestone mines, the Company has created reservoirs with huge surface area and storage capacity. In Jaypeepuram, the Company has created three reservoirs. A garland canal system laid along the mines periphery area has also been created to collect run-off rainwater in these reservoirs and lakes. These reservoirs and lakes serve the water requirements of the Company’s cement plants and thermal power plants. Utilisation of water from these reservoirs and lakes avoids the need to extract sub-soil water and accordingly has led to an increase in the water level in the vicinity, serving to mitigate drought conditions in the vicinity which often occur in March/July each year. The Company utilises fly ash, which is a waste product, for the generation of thermal power. The Company is now able to utilise substantial amounts of fly ash in its production process including generated from Company’s captive thermal power plants. Regular environmental audits are conducted at the Company’s cement plants and stack/ambient emission monitoring is carried out on a regular basis. In relation to its hydro power projects, the Company undertakes environmental impact assessments (“EIA”) and prepares environmental management plans (“EMP”) for each project. This is carried out in conjunction with the National Environmental Engineering Research Institute (“NEERI”) set up by the Government. The Company also has an active plantation scheme, with
horticultural plans drawn up on a yearly basis for the forestation of reclaimed areas within the vicinity of the Company’s limestone mines. Over the reclaimed areas within our mining leases and in the plants, townships, along the roads, we have planted large number of trees, including teak trees. A unique water conservation measure adopted in the captive power plant is the adoptions of the air cooled condenser technology, which greatly reduces the water consumption in the cooling tower makeup. The Company believes that it complies in all material respects with all such statutes applicable to it and with the regulations hereunder. In particular, it has all the consents from the appropriate regulatory authorities necessary to carry on its business. There are currently no proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its directors, officers or employees in relation to such statutes or regulations. AIR POLLUTION The Company expects the environmental rules and regulations to become more stringent so as to reduce emission. The Company has already taken steps in this direction and most of these parameters have been achieved by the cement business. The cement business has undertaken major initiatives to reduce dust emissions including adoption of new technologies. CORPORATE SOCIAL RESPONSIBILITY To seek an inclusive and sustainable growth is intrinsically woven in the DNA of the Company. Community development is viewed as the principal pillar of sustainability and pursued as carefully as any other aspect of Company’s business. The Company extends basic facilities like its hospitals, drinking water etc. to villagers around its plants. It also undertakes the regular upkeep of public roads in the vicinity. Various schools and vocational training institutes of the group enrol children from the surrounding villages. It is considered to be a matter of privilege of the Organisation to improve the lives of the people that come in contact with the Organisation around its project sites/cement complexes while it endeavours in the task of nation building. A Comprehensive Rural Development Program (CRDP) was initiated in 1993 in villages surrounding the cement plant, at Madhya Pradesh. In Madhya Pradesh over 28 villages are benefitting from the activities of CRDP, and as we expand in other regions the CRDP plan is expanding its reach to cover a large number of villages. We believe, as a responsible corporate citizen it is our duty to ensure that the benefits of our growth are not just shared by the members of our organization but also the local environment in which we operate. We have set up a 24-bedded hospital at our ‘cement complex’, which benefits over one lac villagers. An equal number of villagers in areas around our various project locations benefit from free medical treatment, safe drinking water and huge water reservoirs, medical facilities and free animal care at various locations. Jaiprakash Sewa Sansthan (JSS) is not just improving lives of people but also making a better tomorrow. Also, with construction and renovation of our roads, village schools, healthcare facilities, irrigation, drainage system and religious structures. JSS is striving to build a satisfied and contented community- for a stronger nation. A desalination plant setup by the Company in the water starve district of Bhuj, in the State of Gujarat, at its cement plant is providing scarce water to over 100 villages which have struggled for this resource for generations. FORWARD LOOKING / CAUTIONARY STATEMENT Certain statements in the Management Discussion & Analysis Report detailing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. These statements being based on certain assumptions and expectation of future event, actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting domestic demand supply conditions, finish goods prices, changes in Government Regulations and Tax regime etc. The Company assumes no responsibility to publically amend, modify or revise any forward looking statements on the basis of subsequent developments, information or events.
ANNUAL REPORT 2010-11
35
AUDITORS’ REPORT
TO THE MEMBERS OF JAIPRAKASH ASSOCIATES LIMITED 1. We have audited the attached Balance Sheet of Jaiprakash Associates Limited as at 31st March 2011 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Jaiprakash Associates Limited management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the Financial Statements are prepared free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, are in agreement with the books of account; Place : Noida Dated : 12 August 2011 (d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; on the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2011 from being appointed as a director, in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956; in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: (i) (ii) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011; in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date; and
(e)
2.
(f)
3.
4.
(iii) in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date. For M.P. SINGH & ASSOCIATES Chartered Accountants Firm Regn No. 002183C (CA M.P. Singh) Partner M.No.1454
(b)
(c)
ANNEXURE TO THE AUDITORS’ REPORT
Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March 2011, of Jaiprakash Associates Limited. (i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract. A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification. Fixed assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern. (ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account. (b)
(c)
(b)
(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. (iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the
(c)
36
nature of its business, for the purchase of inventory and fixed assets and for the sale of goods /real estate, electrical energy, services & supplies under EPC contracts. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system. (v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.
(vii) In our opinion the Company has an internal audit system commensurate with the size & nature of its business. (viii) We have broadly reviewed the accounts and cost records maintained by the Cement & Power divisions of the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records. (ix) (a) As per records produced before us, the Company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it, with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable. (b) As per records produced before us the dues of Incometax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder: ` Lakhs
(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 58A, 58AA and any other provisions of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.
Name of Statute (Nature of dues) Central Excise
Period to which amount relates Commissionarate 1988-92 2000-02 2000-03 2000-04 2002-04 2003-06 2004-05 2005-06 2005-07 2006-07 2007-08 2007-09 2008-09 2006-10 2009-10 2005-10 2009-11 13.65 2.06 807.63 4.68 -
Forum where dispute is pending Appellate authoritiesHigh Tribunal Court 1.32 12.55 88.22 72.93 140.97 64.88 0.58 480.81 585.07 321.30 819.92 57.28 2.16 3.62 552.84 1,844.71 235.04 -
Supreme Court 92.49 480.15 810.29 711.14 584.78 289.77 612.94 -
Total
13.65 3.48 12.55 88.22 72.93 3.62 140.97 64.88 2.06 0.58 480.81 585.07 321.30 807.63 819.92 552.84 4.68 1,844.71 92.49 235.04 480.15 810.29 711.14 584.78 289.77 612.94 57.28
Electricity Duty & Cess 1991-02 2003-04 U.P. Trade Tax 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2007-08
ANNUAL REPORT 2010-11
37
` Lakhs Name of Statute (Nature of dues) U.P.Entry Tax 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2008-11 2010-11 M.P.Entry Tax 2000-01 2001-02 2004-05 2006-07 2007-08 2005-11 2008-11 Himachal Pradesh Entry Tax 2010-11 MPCT/CST 1999-00 2001-02 2004-05 2005-06 2006-07 2007-08 Royalty on limestone including interest Upto Dec 2008 Building and Other Construction Workers Welfare Cess 2008-11 Rural Infrastructure Tax Oct 05- Dec09 Tax on transportation of goods in Himachal Pradesh 2010-11 Service Tax 2008-09 Income Tax AY 2008-09 399.85 399.85 185.00 185.00 243.67 243.67 289.30 289.30 234.04 234.04 9,034.98 9,034.98 9.83 20.38 50.06 48.14 23.60 252.70 9.83 20.38 48.14 252.70 23.60 50.06 363.38 363.38 0.90 12.67 57.34 211.95 148.75 3,481.81 2.45 0.90 148.75 12.67 57.34 211.95 3,481.81 2.45 81.84 202.68 11.01 1,304.45 3,462.52 3,804.60 83.92 488.80 256.53 53.00 452.75 366.74 1,262.85 256.53 53.00 452.75 366.74 2,567.30 3,544.36 4,007.28 83.92 499.81 Period to which amount relates Commissionarate Forum where dispute is pending Appellate authoritiesHigh Tribunal Court Supreme Court Total
38
(x)
The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable. In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the Company. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.
(xi)
(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment. (xviii) According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. (xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end. A the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable. According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year. For M.P. SINGH & ASSOCIATES Chartered Accountants Firm Regn No. 002183C (CA M.P. Singh) Partner M.No.1454 Place : Noida Dated : 12 August 2011
(xii)
(xiii)
(xx)
(xiv)
(xxi)
(xv)
(xvi)
ANNUAL REPORT 2010-11
39
BALANCE SHEET
SCHEDULE SOURCES OF FUNDS SHAREHOLDERS FUNDS Share Capital Reserves and Surplus LOAN FUNDS Secured Loans Unsecured Loans DEFERRED TAX LIA BILITY TOTAL FUNDS EMPLOYED APPLICATION OF FUNDS FIXED ASSETS Gross Block Less: Depreciation Net Block Capital Work-in-Progress [Including Incidental Expenditure Pending Allocation] INVESTMENTS DEFERRED TAX ASSET CURRENT ASSETS, LOANS & ADVANCES Inventories Projects Under Development Sundry Debtors Cash and Bank Balances Other Current Assets Loans & Advances LESS: CURRENT LIABILITIES & PROVISIONS Current Liabilities Provisions NET CURRENT ASSETS MISCELLANEOUS EXPENDITURE TOTAL APPLICATION OF FUNDS Accounting Policies and Notes to the Accounts As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. S FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance] I H 509,101 55,564 564,665 750,568 3,232,543 520,143 65,146 585,289 724,610 2,736,551 G 166,645 161,686 281,063 246,253 2,620 456,966 1,315,233 155,363 135,605 228,503 387,918 3,038 399,472 1,309,899 F 635,268 1,830,956 648,375 2,644 389,164 1,451,032 557,626 3,283 E 1,479,641 283,953 1,195,688 1,284,714 222,846 1,061,868 C D 1,492,962 677,802 2,170,764 122,042 3,232,543 1,135,801 655,070 1,790,871 95,608 2,736,551 A B 42,529 897,208 939,737 42,493 807,579 850,072 As at 31.03.2011 ` Lakhs As at 31.03.2010 ` Lakhs
40
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED
SCHEDULE INCOME Cement Sales [Gross] Less:Excise Duty on Sales Construction Revenue Real Estate Revenue Hotel/Hospitality Revenue Power Revenue Asbestos Sheets Sales [Gross] Less:Excise Duty on Sales Other Revenue EXPENDITURE (Increase)/Decrease in Stocks & Work-in-Progress Manufacturing, Construction, Real Estate, Hotel/ Hospitality & Power Expenses Excise Duty on Stocks [Refer Schedule "S" Note No.24(b)] Personnel Selling & Distribution Expenses Other Expenses Interest Depreciation 541,833 56,627
2010-2011 ` Lakhs 394,307 (40,271) 557,561 65,113 15,199 8,746 8,799 (563) 158,287 8,310
2009-2010 ` Lakhs
J K
9,130 841
485,206 602,924 170,523 17,731 11,831 8,289 86,683 (16,256) 1,383,187
1,167,178
L
796,635 2,590 59,572 107,061 58,019 139,418 60,781
570,362 2,234 66,529 68,386 61,935 105,579 45,606
M N O P
Prior Period Adjustments Profit before Tax Provision for Tax Current Tax Deferred Tax Excess Provision for Income Tax in Earlier Years Reversed Profit after Tax Profit brought forward from Previous Year Profit Available for Appropriation Less: Transferred to Reserve for Redemption Premium on Foreign Currency Convertible Bonds Less: Transferred to Debenture Redemption Reserve Less: Transferred to General Reserve Less: Dividend Paid pertaining to Previous Year Add : Tax on Proposed Final Dividend Reversed Add : Final Dividend received by Jaiprakash Enterprises Limited [Transferor Company] Add : Final Dividend Transferred from Trusts Less: Interim Dividend Interim Dividend received by Trusts Tax on Interim Dividend Proposed Final Dividend Tax on Proposed Final Dividend Balance carried to Balance Sheet S Accounting Policies and Notes to the Accounts Earnings Per Share [EPS] [Face Value of ` 2/per share] [Refer Schedule "S" of Note No.32] Before Extraordinary Items Basic Earnings Per Share Diluted Earnings Per Share After Extraordinary Items Basic Earnings Per Share Diluted Earnings Per Share As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement]
1,207,820 175,367 84 175,451
928,941 238,237 (70) 238,167
33,009 27,073 (1,409)
58,673 116,778 264,503 381,281 15,354 50,711 11,700 11 -
43,969 23,362 -
67,331 170,836 187,968 358,804 11,732 38,354 24,000 1 396 240
8,506 (757) 8,506 1,380
1,022
17,635 286,892
7,571 (682) 1,287 11,473 1,906
705
21,555 264,503
5.49 5.27 5.49 5.27
9.09 8.63 8.08 7.68 MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman
FOR AND ON BEHALF OF THE BOARD
HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary
RAHUL KUMAR Director & C.F.O.
SHYAM DATT NAILwAL Director [Finance]
ANNUAL REPORT 2010-11
41
As at 31.03.2011 ` Lakhs SCHEDULE "A" SHARE CAPITAL Authorised 12,344,000,000 (12,344,000,000) 3,120,000 (3,120,000)
As at 31.03.2010 ` Lakhs
Equity Shares of ` 2/- each Preference Shares of ` 100/- each
246,880 3,120 250,000
246,880 3,120 250,000
Issued, Subscribed and Paid-up 2,126,433,182 (2,124,634,633) 860,865,055 (860,865,055) 20,219,850 (20,219,850) 173,178,150 (171,379,601) 124,378,825 (124,378,825) 10,000,000 (10,000,000) 218,010,985 (218,010,985) 12,500,000 (12,500,000) 707,280,317 (707,280,317) Equity Shares of ` 2/- each fully paid up comprising of Equity Shares allotted for consideration other than cash in terms of the Scheme of Amalgamation effective from 11.03.2004; Equity Shares allotted for cash under “Jaypee Employees Stock Purchase Scheme 2002”; Equity Shares allotted for cash on conversion of Foreign Currency Convertible Bonds; Equity Shares allotted in terms of Scheme of Amalgamation effective from 22.08.2006; Equity Shares allotted for cash to Promoters on Preferential Basis; Equity Shares allotted pursuant to Scheme of Amalgamation effective from 27.05.2009; Equity Shares allotted for cash under "Jaypee Employees Stock Purchase Scheme 2009” and Equity Shares allotted as Bonus Shares .
42,529 42,529
42,493 42,493
SCHEDULE "B" RESERVES AND SURPLUS General Reserve As per last Balance Sheet Add:Transfer from Profit & Loss Account Debenture Redemption Reserve As per last Balance Sheet Add :Transfer from Profit & Loss Account Revaluation Reserve As per last Balance Sheet Less:Revaluation Reserve on Lease-hold Land Reversed Less
epreciation adjusted on Revalued Assets Securities Premium Account As per last Balance Sheet Add : Shares Issued under Employees Stock Purchase Scheme, 2009 Add : On conversion of Foreign Currency Convertible Bonds into Shares Less: Premium Payable on Redemption of Debentures Less: Issue of Bonus Shares Reserve for Premium on Foreign Currency Convertible Bonds As per last Balance Sheet Add rovided for the year Capital Reserve As per last Balance Sheet Add : Gain on buy back of Foreign Currency Convertible Bonds Add :Addition during the year Capital Redemption Reserve As per last Balance Sheet Share Forfeited Account As per last Balance Sheet Surplus As per Profit & Loss Account156,393 11,700 80,470 50,711 30,392 9,835 301 212,475 1,304 1,693 36,060 15,354 27,172 -
168,093 131,181
132,393 24,000 42,116 38,354 30,731 339 197,079 28,444 1,098 14,146 24,328 11,732 11,156 136 15,880
156,393
80,470
20,256
30,392
212,086 51,414
212,475
36,060
27,172 113 1 286,892 897,208
27,172 113 1 264,503 807,579
42
As at 31.03.2011 ` Lakhs SCHEDULE "C" SECURED LOANS A. Debentures [Refer Schedule "S" Note No.5(a)] B. Term Loans (i) From Financial Institutions (ii) From Banks 877,636 (a) In Rupees 21,706 (b) In Foreign Currency (iii) From Others C. working Capital Loans From Banks For Working Capital In Rupees D. Loan from State Government [Interest Free] E. Advances from Clients: From Government Departments, Public Sector Undertakings & Others Secured against Hypothecation of Construction Material and Plant & Machinery Interest Bearing SCHEDULE "D" UNSECURED LOANS A. Foreign Currency Convertible Bonds [Refer Schedule "S"- Note No.3] (i) FCCB-II [EURO] (ii) FCCB-III [USD] B. Foreign Currency Loans from Banks [ECB] (i) ECB [USD] (ii) ECB [GBP] (iii) ECB [CAD] C. Debentures: (i) 8,63,083 8% Non-convertible Debentures of ` 100/- each fully paid-up in cash [Fully Redeemed] [Previous Year ` 75/- per Debenture Redeemed] (ii) 20,000 8.25% Non-convertible Debentures of ` 1,00,000/- each fully paid-up in cash [Fully Redeemed] [Previous Year ` 30,000/- per Debenture Redeemed] [Repayable within one year - ` Nil (Previous Year ` 14216 Lakhs)] D. Short Term Loans: (i) From Financial Institutions (ii) From Banks [Repayable within one year - ` 37515 Lakhs (Previous Year ` 71875 Lakhs)] E. Sales Tax Deferment Loan F. Bills Discounting [Repayable within one year - ` 32725 Lakhs (Previous Year ` 19684 Lakhs)] G. Commercial Papers [Maximum amount outstanding during the year ` 150000 Lakhs (Previous Year ` 50000 Lakhs)] [Repayable within one year ` 100000 Lakhs (Previous Year ` 50000 Lakhs)] H. Fixed Deposit Scheme [Repayable within one year - ` 50588 Lakhs (Previous Year ` 52629 Lakhs)] I. Deposits [from Stockists & Sales Promoters]
As at 31.03.2010 ` Lakhs
517,500 8,344 25,110 684,872 73,243 16,545
302,000
899,342 28,400
936,086
799,770
20,814 17,956
21,307 12,118
606 1,492,962
606 1,135,801
1,092 160,010 105,362 22,348 23,085
161,102
2,578 161,570 124,379 22,566 23,310
164,148
150,795
170,255
-
216
-
-
14,000
14,216
37,515
37,515 2,012 32,725 100,000
20,000 61,875
81,875 186 19,684 50,000
176,193 17,460
140,483 14,223
ANNUAL REPORT 2010-11
43
SCHEDULE "E" FIXED ASSETS
Gross Block PARTICULARS As On 01.04.2010 Addition during the year Sale/Transfer/ Disposal/ Discard during the year As On 31.03.2011 Upto 31.03.2010 D E P R E C I AT I O N For The year Sale/ Adjustment Upto 31.03.2011 As on 31.03.2011
` Lakhs
N ET B L O C K As on 31.03.2010
01
02
03 04 05 06 07 08 09 10 11 12 13 14 15
4,800 4,800 22 22 2,033 1,635 398 1,284,714 211,072 16,145 1,479,641 Previous Year 861,922 428,591 5,799 1,284,714 Capital work-In-Progress [Including Incidental Expenditure Pending Allocation]
Land (a) Leasehold Land (b) Freehold Land Building (a) Office (b) Hotel Purely Temporary Erections Railway siding Plant & Machinery Captive Thermal Power Plant Wind Turbine Generators Golf Course Miscellaneous Fixed Assets (Hotel) Motor Vehicles Furniture & Office Equipment Ships:Boat Aeroplane / Helicopter Technical Books Intangible Assets - Deferred Revenue Expenditure - Fees Paid to Franchiser - Software
52,984 31,020 141,428 20,070 2,224 11,618 833,032 113,443 26,126 3,710 3,790 9,029 18,721 9 11,050 3
1,988 5,230 47,721 11,139 151 286 134,387 565 587 151 2,165 3,928 3 2,373 -
13,759 45 1,837 27 315 158 1 3
41,213 36,205 189,149 31,209 2,375 11,904 965,582 114,008 26,713 3,710 3,914 10,879 22,491 11 13,423 -
7,699 2,891 2,224 1,892 171,740 14,082 3,524 1,377 1,584 3,737 8,272 3 1,778 3 1,591 16 433 222,846 180,131
3,563 402 151 577 45,423 6,444 1,381 176 173 805 1,520 1 702 270 4 283 61,875 46,696
384 10 226 144 1 3 768 3,981
11,262 3,293 2,375 2,469 216,779 20,526 4,905 1,553 1,747 4,316 9,648 3 2,480 1,861 20 716 283,953 222,846
41,213 36,205 177,887 27,916 9,435 748,803 93,482 21,808 2,157 2,167 6,563 12,843 8 10,943 2,939 2 1,317 1,195,688 1,061,868 635,268
52,984 31,020 133,729 17,179 9,726 661,292 99,361 22,602 2,333 2,206 5,292 10,449 6 9,272 3,209 6 1,202 1,061,868 681,791 389,164
Note: (i) Depreciation for the year, includes ` 1093 Lakhs [Previous Year ` 1089 Lakhs] on assets used for Projects under implementation and shown in Schedule “R” Expenditure During Construction Period. (ii) (iii) Sale/Transfer/Disposal of Leasehold Land for the year include ` 2850 Lakhs transferrred to Projects Under Development as shown under Schedule “Q” and also includes ` 9835 Lakhs being reversal of Revaluation Reserve on the Land transferred to Project Under Development. Capital Work-in-progress of ` 635268 Lakhs is after transfer of ` 11335 Lakhs to Projects Under Development as shown under Schedule “Q” .
As at 31.03.2011 ` Lakhs SCHEDULE "F" INVESTMENTS (AT COST) (A) INVESTMENTS IN SUBSIDIARIES (a) IN EQUITY SHARES - Quoted, fully paid-up (i) 1,598,000,600 Equity Shares of Jaiprakash Power Ventures Limited (1,598,000,600) of ` 10/- each (ii) 1,155,000,000 Equity Shares of Jaypee Infratech Limited of ` 10/(1,215,000,000) each [Quoted on 18.05.2011] (b) IN EQUITY SHARES - Unquoted, fully paid-up (i) 925,000,000 Equity Shares of Jaypee Karcham Hydro Corporation (925,000,000) Limited of ` 10/- each (ii) 118,090,000 Equity Shares of Himalyan Expressway Limited (118,090,000) of ` 10/- each (iii) 271,350,000 Equity Shares of Jaypee Ganga Infrastructure Corporation (271,350,000) Limited of ` 10/- each (iv) 499,877,000 Equity Shares of Jaypee Sports International Limited (499,877,000) of ` 10/- each (v) 273,800,000 Equity Shares of Jaypee Agra Vikas Limited (50,000) of ` 10/- each (vi) 13,000,000 Equity Shares of Jaypee Cement Corporation Limited (-) of ` 10/- each (vii) 6,765,000 Equity Shares of Jaypee Fertilizers & Industries Limited (-) of ` 10/- each
As at 31.03.2010 ` Lakhs
84,276 115,500 199,776
84,276 121,500 205,776
92,500 11,809 27,135 49,988 27,380 22,264 677 231,753
92,500 11,809 27,135 49,988 5 181,437
44
SCHEDULE “F” (Continued) (B) INVESTMENT IN JOINT VENTURE SUBSIDIARIES IN EQUITY SHARES - Unquoted, fully paid-up (i) 149,450,400 Equity Shares of Bhilai Jaypee Cement Limited (149,450,400) of ` 10/- each (ii) 543,160 Equity Shares of Gujarat Jaypee Cement & Infrastructure (543,160) Limited of ` 10/- each (iii) 56,866,146 Equity Shares of Bokaro Jaypee Cement Limited (45,253,839) of ` 10/- each (C) INVESTMENT IN ASSOCIATE COMPANIES IN EQUITY SHARES - Unquoted, fully paid-up (i) 10,500,000 Equity Shares of Madhya Pradesh Jaypee Minerals Limited (10,500,000) of ` 10/- each (ii) 10,000 Equity Shares of Jaiprakash Kashmir Energy Limited (10,000) of ` 10/- each (iii) 736,620 Equity Shares of RPJ Minerals Private Limited (736,620) of ` 10/- each (iv) 23,575 Equity Shares of Sonebhadra Minerals Private Limited (23,575) of ` 10/- each (v) 50,000 Equity Shares of Indesign Enterprises Private Limited, Cyprus (50,000) Cyprus Pound 1/- each (vi) 490,000 Equity Shares of MP Jaypee Coal Fields Limited (490,000) of ` 10/- each (vii) 4,900,000 Equity Shares of MP Jaypee Coal Limited (4,900,000) of ` 10/- each (D) OTHER INVESTMENTS (a) IN EQUITY SHARES - Quoted, fully paid-up (i) 15,350 Equity shares of Capital Trust Limited (15,350) of ` 10/- each (ii) 100 Equity Shares of IFCI Limited of ` 10/(100) each (` 3,500/-) (iii) 721,600 Equity Shares of Indian Overseas Bank (721,600) of ` 10/- each (iv) 868,000 Equity Shares of Sumeru Industries Limited (868,000) of ` 10/- each (v) 20,000 Equity Shares of Saket Projects Limited (20,000) of ` 10/- each (vi) 165,900 1,65,900 Equity Shares of PNB Gilts Limited (165,900) of ` 10/- each (vii) 25,000 25,000 Equity Shares of Tourism Finance Corporation of (25,000) India Limited of ` 10/- each (b) IN EQUITY SHARES - Unquoted, fully paid-up (i) 5 Equity Shares of Makers Chamber VI Premises (5) Co-operative Society Limited, Bombay of ` 50/- each (` 250/-) (ii) 5 Equity Shares of Sanukt Members Association (5) of ` 100/- each [` 500/-] (iii) 2,035,000 Equity Shares of Jaypee DSC Ventures Limited (2,035,000) of ` 10/- each (iv) 840,000 Equity Shares of UP Asbestos Limited (840,000) of ` 10/- each [` 1/-]
As at 31.03.2011 ` Lakhs
As at 31.03.2010 ` Lakhs
36,150 54 8,687 44,891
32,307 54 7,525 39,886
1,050 1 1,212 633
1,050 1 1,212 633
72 49 490 3,507
72 49 490 3,507
2 72 5 2 50 5 136
2 72 5 2 50 5 136
204 204
204 204
ANNUAL REPORT 2010-11
45
SCHEDULE “F” (Continued) (E) BULLION Gold [27 Kgs] (F) INTEREST IN BENEFICIARY TRUSTS [Refer Note 2 below] (i) JHL Trust (ii) JCL Trust (iii) GACL Trust (iv) JEL Trust
As at 31.03.2011 ` Lakhs 260
As at 31.03.2010 ` Lakhs 260
4,603 33,105 19,606 3,085
60,399 21,408 22,108
4,603 33,105 19,606 3,085
60,399 5,520 35,415
(G) IN UNITS OF EXCHANGE TRADED FUNDS, Quoted [Refer Schedule "S" Note No.21(I)] (H) IN UNITS OF MUTUAL FUNDS, Unquoted [Refer Schedule "S" Note No.21(II)] (I) SHARE APPLICATION MONEY (i) Jaypee Ganga Infrastructure Corporation Limited [Subsidiary Company] (ii) Jaypee Agra Vikas Limited [Subsidiary Company] (iii) Jaypee Fertilizers and Industries Limited [Subsidiary Company] (iv) Jaypee Sports International Limited [Subsidiary Company] (v) Gujarat Jaypee Cement & Infrastructure Limited [Joint Venture Subsidiary] (vi) Bokaro Jaypee Cement Limited [Joint Venture Subsidiary] (vii) Madhya Pradesh Jaypee Minerals Limited [Associate Company] (viii) Jaiprakash Kashmir Energy Limited [Associate Company] (ix) RPJ Minerals Private Limited [Associate Company]
29,465 16,000 10 7,500 1,112 4,184 5,511 101 50 63,933 648,375
15,050 1,315 1,112 2,743 4,715 101 50 25,086 557,626
Note: 1. Aggregate cost of: Quoted Investments in Equity Shares [Market Value ` 1345129 Lakhs Previous Year ` 1080969 Lakhs) 199,912 84,407 Quoted Investments in Units of Exchange Traded Funds (Market Value ` 23405 Lakhs (Previous Year ` 5430 Lakhs)) 21,408 5,520 363,122 Unquoted 442,613 2. The Trusts are holding shares of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. 3. Except Investments in Units of Mutual Funds, Exchange Traded Funds, all investments are Non Trade, Long Term Investments. 4. Since the Market Rate of Saket Project Limited was not available in any of the Stock Exchanges, Market Value has been considered equivalent to Face Value. 5. Jaypee Karcham Hydro Corporation Limited merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010, shares in merged entity yet to be credited. SCHEDULE "G" CURRENT ASSETS, LOANS & ADVANCES A. CURRENT ASSETS 1. INVENTORIES (As per inventories taken, valued and certified by the Management) (a) Stores and Spare Parts (at cost) (b) Construction Materials (at cost) (c) Raw Materials - Cement Division (at cost) (d) Raw Materials - Asbestos Sheets (at cost) (e) Finished Goods - Cement Division (at estimated cost or net realisable value whichever is lower) (f) Finished Goods - Asbestos Sheets (at estimated cost or net realisable value whichever is lower) (g) Stock in Process-Cement Division (at estimated cost) (h) Stock in Process - Asbestos Sheets (at estimated cost) (i) Work-in-Progress-Construction Division (at estimated cost) (j) Food and Beverages [at cost] (k) Goods in Transit 2. PROJECTS UNDER DEVELOPMENT [at cost] [Refer Schedule "Q"] 3. SUNDRY DEBTORS (Unsecured, considered good) (a) Debts outstanding for a period exceeding six months: (i) From Overseas Works
56,984 41,079 2,293 699 18,455 656 23,640 321 21,169 195 1,154
61,252 40,533 2,390 897 13,280 669 9,757 361 23,918 139 2,167
166,645 161,686
155,363 135,605
10,163
10,163
46
SCHEDULE “G” (Continued) (10,163) Less
rovision for Writing of Iraq Claims (ii) From Others 142 (iii) Considered Doubtful (142) Lessrovision for Bad and Doubtful Debts (b) Other Debts 4. CASH AND BANK BALANCES (a) Cash,Cheques in hand and in transit (b) Balances with Scheduled Banks (i) In Current & Cash Credit Account (ii) In Fixed Deposits Account [Fixed Deposits of ` 2579 Lakhs (Previous Year ` 10947 Lakhs) pledged as Margin Money (including ` 984 Lakhs [Previous Year ` 2263 Lakhs] pledged as Margin against Performance Guarantees) with Banks & Others] (iii) Balance in Dividend Account (iv) Balance in Trust & Retention Account Current Account (c) Balance with Non-Scheduled (Foreign) Banks In Current Account 5. OTHER CURRENT ASSETS Interest accrued on Fixed Deposits & Others [From Banks ` 2603 Lakhs (Previous Year ` 2894 Lakhs)] B. LOANS AND ADVANCES (Unsecured, considered good) Advances to Suppliers,Contractors,Sub-Contractors & Others Staff Imprest and Advances Claims and Refunds Receivable Prepaid Expenses Deposits with Government Department, Public Bodies and Others (a) Government Department & Public Bodies (b) Others (i) Real Estate (ii) Others Works Contract Tax/Sales Tax Recoverable Advance Tax and Income Tax Deducted at Source GRAND TOTAL SCHEDULE "H" CURRENT LIABILITIES AND PROVISIONS A. CURRENT LIABILITIES Sundry Creditors (a) Due to Micro, Small and Medium Enterprise (b) Others Advances from Customers (a) Real Estate (b) Others Due to Staff Due to Directors Adjustable receipts against Contracts (against Bank Guarantees) (a) Interest Bearing (b) Non Interest Bearing (i) From Subsidiaries / Joint Venture Subsidiaries (ii) From Others Other Liabilities Interest accrued but not due on loans Investors Education & Protection Fund: [Appropriate amounts shall be transferred to Investor Education & Protection Fund, if and when due] Unclaimed Dividend 137,045 -As at 31.03.2011 ` Lakhs
137,045 144,018 4,196
281,063
As at 31.03.2010 ` Lakhs (10,163) 32,217 148 (148) 196,286 228,503 3,310 70,537
107,596
133,061 1,138 141 241,936 121 246,253
312,914 867 29 261 387,918
2,620 858,267
3,038 910,427
121,466 893 61,558 7,578 32,622 148,870 13,903 25,249 120,001 10,004
124,779 574 48,074 5,430
195,395 12,445 57,631 456,966 1,315,233
155,254 6,170 59,191 399,472 1,309,899
189,668
189,668 103,811 9,855 8,222 39
129,709
129,709 124,380 7,711 7,030 40
21,257 108,477 4,269 112,746 134,003 35,154 27,211
14,203 172,356 4,712 191,271 39,723 19,412
1,138 509,101
867 520,143
ANNUAL REPORT 2010-11
47
SCHEDULE “H” (Continued) B. PROVISIONS For Taxation For Provident Fund For Leave Encashment For Premium on Redemption of Debentures For Proposed Final Dividend For Tax on Proposed Final Dividend GRAND TOTAL SCHEDULE "I" MISCELLANEOUS EXPENDITURE (TO THE EXTENT NOT wRITTEN OFF OR ADJUSTED) Preliminary Expenses Less: Written off during the year
As at 31.03.2011 ` Lakhs 39,176 740 4,069 1,693 8,506 1,380 55,564 564,665
As at 31.03.2010 ` Lakhs 47,731 638 3,398 11,473 1,906 65,146 585,289
SCHEDULE "J" OTHER REVENUE Dividends from Non Trade Investments [from Subsidiaries ` 8662 Lakhs (Previous Year ` 2333 Lakhs)] Dividends from Trade Investments [Mutual Funds] [Current Investments] Rent Machinery Rentals Profit on Sale of Equity Shares [Previous Year Equity Shares held through Beneficiary Trusts] Profit on Sale/Redemption of Preference Shares/Mutual Funds Foreign Currency Exchange Rate Difference Interest (including ` 11985 Lakhs [Previous Year ` 11746 Lakhs] from Banks & TDS ` 1235 Lakhs [Previous Year ` 1248 Lakhs]) Miscellaneous SCHEDULE "K" (INCREASE) / DECREASE IN STOCKS & wORK-IN-PROGRESS OPENING STOCKS Finished Goods Stock-in-process LESS:CLOSING STOCKS Finished Goods Stock-in-process wORK-IN-PROGRESS - Construction Division Opening Work-in-Progress Less:Closing Work-in-Progress
2010-11 ` Lakhs 8,690 1,489 103 607 51,316 180 131 12,233 11,934 86,683
386 386 2009-10 ` Lakhs 2,597 493 107 292 131,635 849 12,000 10,314 158,287
13,949 10,118 19,111 23,961
24,067 43,072 23,918 21,169 (19,005) 2,749 (16,256)
3,520 2,537 13,949 10,118 50,238 23,918
6,057 24,067 26,320 8,310
SCHEDULE "L" MANUFACTURING, CONSTRUCTION, REAL ESTATE, HOTEL / HOSPITALITY & POwER EXPENSES 63,307 Raw Materials Consumed - Cement Division 3,547 Raw Materials Consumed - Asbestos Sheets 394,930 Construction Expenses 6,267 Excise Duty on Clinkers 73,378 Real Estate Expenses 1,833 Consumption of Food and Beverages etc. 3,508 Hotel & Golf Course Operating Expenses 1,220 Hire Charges and Lease Rentals of Machinery 67,630 Power, Electricity and Water Charges 28,574 Repairs and Maintenance of Machinery 4,926 Repairs to Building and Camps 29,494 Stores and Spares Consumed 81,434 Coal Consumed 19,724 Packing Materials Consumed 47,626 Freight, Octroi & Transportation Charges 827,398 Less:Attributable to Self Consumption Less:Clinker Transferred for Trial Run 30,763 796,635
40,847 3,510 269,793 33,596 1,469 2,982 1,009 47,495 61,213 3,543 27,608 50,289 12,310 36,425 592,089 20,872 855 570,362
48
2010-11 ` Lakhs SCHEDULE "M" PERSONNEL Salaries, Wages & Bonus Gratuity Contribution to Provident & Other Funds Employees Compensation Expense [ESPS] - Extraordinary Item Staff Welfare SCHEDULE "N" SELLING & DISTRIBUTION EXPENSES Loading, Transportation & Other Charges Commission on Sales Sales Promotion SCHEDULE "O" OTHER EXPENSES Rent Rates & Taxes Insurance Travelling & Conveyance Bank Charges & Guarantee Commission Loss on Sale / Disposal / Discard / Write-off of Assets (Net) Financing Charges Foreign Currency Rate Difference Postage, Telephone & Telex Light Vehicles Running & Maintenance Legal & Professional Charity & Donation Security & Medical Service Provision for writing off Iraq Claims Sundry Balances Written-off Provision for Bad and Doubtful Debts Directors' Fees Amortisation of Land Premium Less:Transferred from Revaluation Reserve Miscellaneous Expenses Auditors' Remuneration: Audit Fees Tax Audit Fees To Partners in other capacity: For Taxation Matters [` 12,000/-] For Management Services Reimbursement of Expenses Preliminary, Share & Debenture Issue & Other carry forward expenses written off SCHEDULE "P" INTEREST Interest on Non-Convertible Debentures Interest on Term Loans Interest on Bank Borrowing and Others SCHEDULE "Q" PROJECTS UNDER DEVELOPMENT Opening Balance Expenses On Development during the year Transfer from Fixed Assets [Leasehold Land] Transfer from Capital Work-in-Progress Paid for Land
2009-10 ` Lakhs
52,878 858 2,655 3,181 59,572
40,542 379 2,340 21,194 2,074 66,529
75,560 19,935 11,566 107,061
45,899 10,907 11,580 68,386
1,478 9,703 4,425 4,181 4,491 179 6,412 992 1,342 6,273 5,043 6,126 4 22 342 300 50 6 1 8 42 7,241 393 338 44 6 1 6
828 7,479 3,406 3,146 3,542 98 5,698 299 990 1,028 3,880 4,485 4,799 10,163 409 12 26 55 11,150
65 58,019
57 385 61,935
30,893 74,647 33,878 139,418
22,175 66,862 16,542 105,579
135,605 2,850 11,335 26,499
72,607 51,318
ANNUAL REPORT 2010-11
49
SCHEDULE “Q” (Continued) Construction Expenses Technical Consultancy Power, Electricity and Water Charges Personnel Expenses Sales and Promotional Expenses Other Expenses Interest and Financing Charges Less:Cost of Infrastructure & Construction of Properties Developed and under Development Balance carried to SCHEDULE G - A-2 SCHEDULE "R" EXPENDITURE DURING CONSTRUCTION PERIOD Opening Balance Electricity, Power and Fuel Salary, Wages and Staff Welfare Site / Quarry Development & Survey Expenses Repair and Maintenance Legal and Professional Technical Consultancy Insurance Travelling and Conveyance LC Commission, Bank Charges and Bank Guarantee Commission Interest Financing Charges Foreign Exchange Fluctuations Safety and Security Freight and Material Handling Vehicle / Machinery Hire Charges / Lease Rent Light Vehicles Running and Maintenance Depreciation Advertisement / Business Promotion Expenses Miscellaneous Less: (i) Miscellaneous Receipt (ii) Interest Received [from Banks ` 3321 Lakhs (Previous Year ` 1077 Lakhs)] & [TDS ` 304 Lakhs ( Previous Year ` 99 Lakhs)] Less:Capitalised / Transferred During the year Carried over to Balance Sheet [included in Capital work-in-Progress]
2010-11 ` Lakhs 49,169 1,322 255 4,352 7,168 553 5,467 244,575 82,889 161,686
2009-10 ` Lakhs 36,255 1,201 136 4,113 704 449 7,548 174,331 38,726 135,605
71,084 2,350 18,065 1,019 2,407 300 536 411 895 1,862 60,757 1,513 9,259 2,650 2,814 2,254 560 1,093 3,418 4,112 187,359 123 3,321 183,915 57,377 126,538
102,974 2,783 13,715 2,693 705 1,448 1,309 915 1,044 3,263 47,481 10,363 (49,419) 1,233 2,667 2,684 639 1,089 2,795 3,947 154,328 394 1,077 152,857 81,773 71,084
50
SCHEDULE “ S “ THE ACCOUNTS General: [ii]
ACCOUNTING POLICIES AND NOTES TO
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known/materialise. Fixed Assets: Fixed Assets are stated at Cost of acquisition or construction inclusive of freight, erection & commissioning charges, duties and taxes, expenditure during construction period, interest on borrowing and financial costs upto the date of acquisition/ installation. Major Expenditure in Hotel properties involving relocation and redesigning of various outlets, guest floors and additions thereto, enhancement in the value of assets and revenue generating capacity is capitalised. Depreciation: Depreciation on Fixed Assets is provided on Straight Line Method as per the classification and in the manner specified in Schedule-XIV to the Companies Act, 1956. Investments: Long term Investments are stated at Cost and where there is permanent diminution in the value of investments a provision is made wherever applicable. Current Investments are carried at lower of cost or quoted/ fair value, computed categorywise. Dividend is accounted for as and when received. Employee Benefits: Employee Benefits are provided in the books as per AS -15 (revised) in the following manner : [ii] Provident Fund and Pension contribution - as a percentage of salary/wages is a Defined Contribution Scheme. Gratuity and Leave Encashment is a Defined Benefit obligation. The liability is provided for on the basis of actuarial valuation made at the end of each financial year. The actuarial valuation is made on Projected Unit Credit method. Stock of Cement/ Asbestos Sheets is valued at estimated cost or net realisable value, whichever is less. Value of Cement, Asbestos Sheets and Clinker lying in the factory premises includes excise duty, pursuant to the Accounting Standard (AS-2) [Revised]. The Closing stocks are valued on the basis of Weighted Average Cost Method. Material at Transit is taken at cost. Work-in-Progress/Material-in-Process estimated cost. are valued at
[A] SIGNIFICANT ACCOUNTING POLICIES The Accounts are prepared on the historical cost basis and on the principles of a going concern. Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles. Revenue/Income and Cost/Expenditure are accounted for on accrual basis. Cement Sales/ Asbestos Sheets Sales are net of Excise Duty/Value Added Tax and exclusive of Self Consumption. Construction Revenue/Income from/in respect of Contracts entered on or after 01.04.2003 are accounted as per AS-7 [Revised]. Construction Revenue/Income from/in respect of Contracts entered before 01.04.2003 are accounted as per erstwhile AS-7
Revenue Recognition: [ii] [iii]
[iv] Entrance Fee for Golf Membership is recognised in the year of receipt, irrespective of the period of membership. [v] Advances received for Time Share Weeks are reckoned as income in equal amounts spread over the Time Share period commencing from the year in which full payment is received
[vi] Escalations/Claims are taken in the accounts on the basis of receipt or as acknowledged by the client depending upon the certainty of receipt. [vii] Revenue from Real Estate Development of constructed properties is recognised based on the “Percentage of completion method”. Total sale consideration as per the legally enforceable agreements to sell entered into is recognised as revenue based on the percentage of actual project costs incurred to total estimated project cost, subject to such actual cost incurred being 30 percent or more of the total estimated project cost. Project cost includes cost of land, estimated cost of construction and development of such properties. The estimates of the saleable area and costs are reviewed periodically and effect of any changes in such estimates recognised in the period such changes are determined. Where aggregate of the payment received from customers provide insufficient evidence of their commitment to make the complete payment, revenue is recognised only to the extent of payment received. Revenue from sale / sub-lease of undeveloped land is recognized when full consideration is received against agreement to sell / sub-lease; all significant risks and rewards are transferred to the customer and possession is handed over.” Revenue from sale / sub-lease of developed land / plot is recognised based on the “Percentage of completion method” when a firm agreement has been entered into and 30 percent or more of the consideration is received and where no significant uncertainty exists regarding the amount of the consideration that will be derived from such sales and it is not unreasonable to expect ultimate collection, and all significant risks and rewards are transferred to the customer. [viii] [a] The costs that are incurred before a construction contract is secured are treated as expenses for the year in which these are incurred and charged to revenue. The costs attributable to contracts are normally identified to respective contracts. However, the costs which cannot be identified/identifiable to a specified contract are charged to the general revenue in the year in which such costs are incurred.
Inventories :
[ii] [iii]
[iv] Hotel Business - Stock of Food, Beverages, operating Stores and Supplies are valued at cost. Consumption of material is valued at Cost. Project Under Development : Project Under Development includes cost of Land purchased and other costs incurred including internal development and external development charges, construction cost, material cost, cost of services and other related costs. Foreign C urrency Transactions: Monetary Assets and Liabilities related to Foreign Currency transactions and outstanding, except assets and liabilities hedged by a hedge contract, at the close of the year, are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet.
ANNUAL REPORT 2010-11
51
[ii]
Monetary Assets and Liabilities hedged by a hedge contract are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet adjusted to the rates in the hedge contracts. The exchange difference arising either on settlement or at reporting date is recognised in the Profit & Loss Account except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets. Transactions in Foreign Currency are recorded in the Books of Account in Indian Rupees at the rate of exchange prevailing on the date of transaction.
computed by dividing adjusted net profit after tax by the aggregate of weighted average number of equity shares and dilutive potential equity shares outstanding during the year. Borrowing Costs: Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to get ready for intended use or sale. All other borrowing costs are charged to revenue. Segment Reporting: Revenue, operating results, assets and liabilities have been identified to represent separate segments on the basis of their relationship to the operating activities of the segment. Assets, Liabilities, Revenue and Expenses which are not allocable to separate segment on a reasonable basis, are included under “Unallocated”. Taxes on Income: Current Tax is determined as per the provisions of the Income Tax Act in respect of Taxable Income for the year. Deferred Tax Liability is computed as per Accounting Standard [AS-22]. Deferred Tax Asset and Deferred Tax Liability are computed by applying tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet Date. Impairment of Assets: If the carrying amount of Fixed Assets exceeds the recoverable amount on the reporting date, the carrying amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of the net selling price or the value in use determined by the present value of estimated future cash flows. Provisions, Contingent Liabilities and Contingent Assets [AS - 29]: Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements. The Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date. Accounting for Oil Activity: The Company has adopted Full Cost Method of Accounting for its Oil & Gas Exploration Activity and all costs incurred in Acquisition, Exploration and Development are accumulated. Premium on Redemption of Debentures Premium paid/ payable on Redemption of Debentures, net of tax impact, are adjusted against the Securities Premium Account.
[iii]
[iv] The Company uses foreign currency contracts to hedge its risks associated with foreign currency fluctuations. The Company does not use derivative financial instrument for speculative purposes. Lease Rentals: [ii] Operating Leases: Rentals are expensed with reference to lease terms. Finance Leases: The lower of the fair value of the assets or present value of the minimum lease rentals is capitalised as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to Profit & Loss Account.
Research and Development: Revenue expenditure on Research and Development is charged to Profit & Loss Account in the year in which it is incurred. Capital expenditure on Research and Development is shown as an addition to Fixed Assets. Miscellaneous Expenditure: [ii] Preliminary and Share Issue Expenses are written-off in the year in which they are incurred. Hotel Business - Miscellaneous Expenditure is stated at cost less accumulated amortisation. Fees paid to the Franchiser is amortised over a period of five years.
Expenditure During Construction Period: Expenditure incurred on projects/assets during construction/ implementation is capitalised and apportioned to projects/assets on commissioning. Earnings Per Share: Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is
NOTES TO THE ACCOUNTS As at 31.03.2011 As at 31.03.2010 ` ` 01 Contingent Liability not provided for in respect of: [a] Outstanding amount of Bank Guarantees Margin Money deposited against the above Corporate Guarantees: for Term Loans, NCDs and Deferred Payment Guarantees granted by Financial Institutions & Banks for 300 MW Baspa-II HEP of Jaiprakash Power Ventures Limited [Subsidiary Company] [ii] for Rupee Term Loans and Foreign Currency Loans granted by Financial Institutions & Banks for 400 MW Vishnu Prayag HEP of Jaiprakash Power Ventures Limited [Subsidiary Company] [iii] For Performance Guarantee issued by the ICICI Bank on behalf of Jaypee Ganga Infrastructure Corporation Limited, [100% Subsidiary] 13,667,280,795 132,218,375 10,859,406,251 542,465,148
1,278,697,966
1,980,025,692
861,033,750 8,947,500,000
1,008,854,175 8,947,500,000
52
As at 31.03.2011 As at 31.03.2010 ` ` [iv] For Non Convertible Debentures issued to Axis Bank Limited by Jaypee Infratech Limited, [Subsidiary Company] [v] For Performance Guarantee issued by the Yes Bank Limited on behalf of Jaypee Sports International Limited, [Subsidiary Company] Outstanding Letters of Credit Margin Money deposited against the above The Madhya Pradesh Government through the Collector, Rewa issued a notice raising a demand on account of change in the conversion factor for calculation of Royalty on Limestone raised and interest upto December, 2008 in respect of Jaypee Rewa Plant. The Company has contested the demand and the Hon'ble Madhya Pradesh High Court has stayed the demand. Amount deposited under Protest The above contingent liability does not include demand for the period January 2009 to March 2011 which has not been raised by the Madhya Pradesh Government till 31.03.2011 Trade Tax rebate of 25% on sale of Cement manufactured with fly ash purchased within the state of U.P. has been disputed by the U.P. Trade Tax Department. The Hon'ble High Court at Allahabad disposed-off the Writ Petition on 29.01.2004 in favour of the Company. The Department has thereafter filed SLP in the Hon'ble Supreme Court of India, which has been admitted and an interim order has been passed that pending disposal of the SLP, [a] the Department shall not take any step to encash the Bank Guarantees amounting to ` 16,69,36,481/- [included in 1(a) above] [Previous Year ` 16,69,36,481/-] and granted interim stay for refund of amount of ` 16,73,31,838/- [Previous Year ` 16,73,31,838/-] deposited under protest with the Department. [ii] The Government of U.P. vide Notification dated 14.10.2004 withdrew Notification dated 27.02.1998 granting rebate on tax on sale of fly-ash based cement manufactured within the State of U.P., out of fly-ash procured within U.P. The disputed tax for the period from 15.10.2004 to 31.12.2007 in respect of Jaypee Ayodhya Grinding Operations at Tanda and Jaypee Cement Blending Unit at Sadva Khurd,Allahabad established within U.P. amounting to ` 53,76,73,870/- [Previous Year ` 53,76,73,870/] has been deposited under protest with U.P. Trade Tax Department. The above Notification dated 14.10.2004 has been challenged by the Company before the Lucknow Bench of Hon'ble Allahabad High Court on the grounds of promissory estoppel. The case has been decided in favour of the Company by Lucknow Bench of Hon'ble Allahabad High Court vide their Order dated 29.03.2010 in respect of Jaypee Ayodhya Grinding Operations Unit of the Company. The Department has thereafter filed SLP in the Hon'ble Supreme Court of India, which has been admitted and order of the Hon'ble High Court order dated 29.03.2010 has been stayed by Supreme Court of India vide their order dated 06.07.2011. However, Writ petition in respect of Jaypee Cement Blending Unit, Allahabad is still pending before the Lucknow Bench of Hon'ble High Court. The Government of U.P. has imposed Entry Tax @2% on the value of the Cement w.e.f. 16.05.2003. This was challenged by the Company before the Hon'ble High Court at Allahabad and was decided in favour of the Company. However, the Order of the Hon'ble High Court has been challenged by the Department before the Hon'ble Supreme Court of India. The Hon'ble Supreme Court has directed Hon'ble Allahabad High Court on 14.07.06 to examine the constitutional validity of U.P. Entry Tax Act. The High Court on 08.01.07 has held the above Act ultra vires. The Hon'ble Supreme Court on 17.04.07 passed an interim order sustaining the High Court Order and restricting further deposit. The final decision of Hon'ble Supreme Court is awaited. The Company has deposited ` 34,09,36,649/- [Previous Year ` 34,09,36,649/-) and furnished Indemnity Bond of ` 16,38,46,913/- [Previous Year ` 13,73,58,510/-] under protest, against the amount worked out for the period upto 23.09.2007. Govt. of U.P. has issued an ordinance viz. "Uttar Pradesh Tax on entry of goods into local areas Ordinance 2007", imposing entry tax on certain notified items including cement and clinker, on value of the goods. This was challenged by the Company in the Hon'ble High Court at Allahabad. The Hon'ble Court on 01.11.07 has passed an interim order that Entry Tax will not be realised from the Company in respect of transactions before the date of promulgation of Ordinance dated 24.09.07 provided the Company furnished security other than cash or bank guarantee for the amount of Entry Tax due for that period and entry tax in respect of the transactions for the subsequent period will also not be realised from the Company provided the Company furnishes Bank Guarantee for the amount due in respect of the transactions for that period. The final decision of the Hon'ble High Court is still awaited. As desired by the Hon'ble High Court the Company has submitted Bank Guarantee for ` 90,05,57,352/- [included in 1(a) above] [Previous Year ` 85,12,18,484/-] upto 31.03.2011. 5,741,421,718 822,172 5,000,000,000 1,000,000,000 13,246,294,462 27,075,540
[c] [d]
1,337,794,099 434,296,115
885,490,289 354,196,115
[e]
516,237,283
516,237,283
537,673,870
537,673,870
[f]
580,123,820
557,904,792
[g]
906,037,730
856,286,767
ANNUAL REPORT 2010-11
53
As at 31.03.2011 As at 31.03.2010 ` ` [h] The Govt. of M.P. vide notification No. F-III-25/06/01/V(10) dated 14.03.06 & subsequent Notification No. F-A/III-195/05/01/V(14) dated 01.04.07 and also amending Section 4 and 4 A of the Entry Tax Act had enhanced the rate of Entry Tax from 1% to 5% on raw materials used for manufacture of Cement to the extent such Cement was transferred out of the state of M.P. as stock transfer. In response to the Special Leave Petition filed by the Company, the Hon'ble Supreme Court vide its Order dated 15.09.2008 has passed an order to deposit, fifty percent of the tax by way of cash and balance fifty percent by way of Bank Guarantee till the hearing and final disposal of Special Leave Petition. The Company has deposited ` 58,21,45,729/- [Previous Year ` 46,43,68,267/-] and furnished Bank Guarantee of ` 33,01,18,221/- [included in 1(a) above] [Previous Year ` 21,19,59,685/-] upto 31.03.2011 as per the Order of Hon'ble Supreme Court. Consequent to commissioning of Captive Power Plant at Jaypee Rewa Plant, the company gave one months notice under Clause 7.26 of the Electricity Supply Code 2004 for termination of the agreement and permanent disconnection of power supply with effect from midnight of 30.08.2006, which was challenged by M.P. Poorv Kshetra Vidhyut Vitran Company Limited [MPPKVVCL] in Hon’ble High Court of M.P. at Jabalpur. On 22.06.2009, the Appellate Bench of the High Court delivered the judgment holding that the HT Agreement of 26.11.1994 was not terminated as per the provisions of the said agreement and the provisions of the Supply Code 2004 shall have no application to such agreement. Subsequently, a Special Leave Petition against this Order was filed before the Hon’ble Supreme Court. The Hon'ble Supreme Court granted Stay on the condition that the amount of ` 10 Crores deposited as Fixed Deposit at the time of Stay from the High Court of Jabalpur shall be encashed and paid to MPPKVVCL. Amount deposited under Protest [j] The Government of Himachal Pradesh has imposed tax on transportation of goods under the Himachal Pradesh Taxation (on Certain Goods Carried by Road) Act, 1999. This was challenged by the Company before the Hon'ble High Court of Himachal Pradesh at Shimla . The Hon'ble High Court vide an interim order dated 17.12.2010 held that tax paid by the petitioner would be treated as deposit till the final decision. Amount deposited under Protest [k] The District Magistrate, Sonebhadra/Mirzapur issued notice raising demand for Stamp Duty under Indian Stamp Act, 1899 in respect of sale of movable and immovable assets of U.P. State Cement Corporation Limited for ` 459 Crores executed by Official Liquidator in favour of the Company. The Company has deposited Stamp Duty of ` 8.04 Crores on ` 137.12 Crores representing valuation of immovable assets i.e. Land, Building & Civil Works as per the valuation report of a Government Approved Valuer. The Company is contesting that no demand is payable by the Company on movable assets acquired. [l] The Madhya Pradesh Government, through the Collector, Rewa issued notices raising demand on account of Rural Infrastructure Tax in M.P. from Oct 2005 to Dec 2009. The Company had challenged the legal validity of this notification before the H'ble High Court, Jabalpur. The H'ble High Court upheld the validity of this tax. Special Leave Petition against this Order has been filed before the Hon'ble Supreme Court, which has admitted the Case. Amount deposited under Protest [m] Cess Assessment Officer & Joint Commissioner of Labour, Eluru, A.P., had served a Notice under the Building and Other Construction Workers Welfare Cess Act Rules, 1998 to pay Cess @1% on the cost of construction upto 31.03.2011, being undertaken at Companies Cement Plant in Andhra Pradesh. The Company had appealed against the same in Hon'ble High Court at Hyderabad and got interim stay on 31.08.2010. [n] Excise matters under appeal Amount deposited under Protest [o] VAT / Sales Tax under appeal (other matters) Amount deposited under Protest Bank Guarantee under Protest [included in 1(a) above] [p] Entry Tax matters under Appeal Amount deposited under Protest Bank Guarantee under Protest [included in 1(a) above] [q] Electricity Duty/ Cess matters under appeal Amount deposited under Protest [r] Service Tax matters under appeal
930,571,583
676,795,421
2,912,928,721 100,000,000
1,774,309,857 100,000,000
536,125,508 511,758,363
-
286,800,000
286,800,000
78,930,376 50,000,000
78,930,376 50,000,000
23,404,000 464,348,417 66,830,821 147,649,876 77,945,837 5,727,969 190,291,232 72,847,886 39,231,385 202,969,188 9,248,936 18,500,000 39,985,192
13,235,000 132,753,773 59,736,655 58,244,146 19,981,519 98,221,019 19,000,625 36,220,133 18,497,870 9,248,936 50,576,605
54
Other Claims against the Company not acknowledged as debts Amount deposited under Protest Bank Guarantee deposited under Protest [included in 1(a) above] The Company has imported Capital Goods under Export Promotion Capital Goods Scheme [EPCG], where-under the Company is required to fulfill export obligation/ deemed exports amounting to ` 244.68 Crores [Previous Year ` 814.37 Crores] till 31.03.2015. The Liability on account of custom duty may arise alongwith interest @15% p.a., in the event of non-fulfillment of export obligation. 482,600,000 1,017,900,000 13,209,062,346 02 Estimated amount of Contracts remaining to be executed on capital account and not provided 25,337,706,219 for (net of advances) 03. [a] The Company had issued 1,65,000 Nos 0.50% Foreign Currency Convertible Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165 Million at par on 09.03.2006. These Bonds are convertible at the option of bond-holders into equity shares of ` 10/- each fully paid at the conversion price of ` 558.773 per share, subject to the terms of issue, with a fixed rate of exchange of ` 53.599 equal to Euro 1.00 at any time on or after 19.04.2006 and prior to the close of business on 02.03.2013. Post split of the Equity Shares of ` 10/- each into 5 Equity Shares of ` 2/- each on 26.12.2007 and post bonus issue of one equity share of ` 2/each against two equity shares of ` 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of ` 2/- each at the conversion price of ` 74.5031 per share. 2500 FCCBs of Euro 1,000 each were converted on 05.08.2010 into 17,98,549 Equity Shares of ` 2/- each (Previous Year 500 FCCBs of Euro 1,000 each were converted into 2,39,806 Equity Shares of ` 2/- each on 03.08.2009 and 20 FCCBs of Euro 1,000 each were converted into 14,388 Equity Shares of ` 2/- each on 29.03.2010). 1,706 FCCBs of Euro 1,000 each [Previous Year 4,206] were outstanding as on 31.03.2011. Upon conversion of the outstanding Bonds into Equity Shares, the share Capital of the Company will increase by 12,27,330 Equity Shares of ` 2/- each. Unless previously converted, the bonds are redeemable at maturity on 09.03.2013 at a premium of 32.071% ; representing a YTM of 4.50% p.a. [value as on 31.03.2011 is Euro 1222.001 (Previous Year Euro 11,73.426) per Bond]. A reserve aggregating to ` 2,42,35,170/- (Previous Year ` 4,47,21,338/-) upto 31.03.2011 has been created for the redemption premium. The Company has issued 4,00,000 Zero Coupon Foreign Currency Convertible Bonds [FCCB-III] of USD 1,000 each aggregating to USD 400 Million at par on 11.09.2007. These Bonds are convertible at the option of bond-holders into equity shares of ` 10/each fully paid at the conversion price of ` 1,238.78 per share, subject to the terms of issue, with a fixed rate of exchange of ` 40.35 equal to USD 1.00 at any time on or after 22.10.2007 and prior to the close of business on 05.09.2012. Post split of the Equity Shares of ` 10/- each into 5 Equity Shares of ` 2/- each on 26.12.2007 and post bonus issue of one equity share of ` 2/each against two equity shares of ` 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of ` 2/- each at the conversion price of ` 165.1707 per share. No conversion has taken place during F.Y. 2010-11 (Previous Year Nil). FCCBs of USD 354.475 Million (Previous Year USD 354.475 Million) were outstanding as on 31.03.2011. Upon conversion of the Bonds into Equity Shares, the Share capital of the Company will increase by 8,65,95,663 Equity shares of ` 2/- each. Unless previously converted, the bonds are redeemable at maturity on 12.09.2012 at a premium of 47.701% ; representing a YTM of 7.95% p.a. [value as on 31.03.2011 is USD 1,31,980.712 (Previous Year USD 1,22,042.014) for a principle amount of USD 1,00,000]. A reserve aggregating to ` 511,72,34,207/- (Previous Year ` 356,13,21,700) upto 31.03.2011 has been created for the redemption premium. 04 05 In the opinion of Board of Directors, the Current Assets, Loans and Advances” have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. [a] Non-Convertible Debentures [NCDs], mentioned here-under, together with interest, liquidated damages, remuneration payable to Trustees, and other monies due in respect thereof are secured as under : Nature of Mortgage Legal Mortgage in English form Legal Mortgage in English form Legal Mortgage in English form Legal Mortgage in English form Properties at Trustee Security Charge First Mortgage First Mortgage First Mortgage First Mortgage
[t]
As at 31.03.2011 As at 31.03.2010 ` ` 4,278,315,195 4,163,682,992 180,104,165 56,046,777 52,689,000 42,689,000
NCDs at Sl. No. [ii] & [iii] [iv], [v], [viii], [ix] & [x] [vi], [xi] to [xviii]
Mouje Budasan, Taluka Kadi, Dist. Axis Bank Limited Mehsana, Gujarat Mouje Dhanot, Taluka Kalol, Dist. Mehsana, Gujarat Mouje Dhanot, Taluka Kalol, Dist. Mehsana, Gujarat Mouje Dhanot, Taluka Kalol, Dist. Mehsana, Gujarat Axis Bank Limited IDBI Trusteeship Services Limited Axis Trustee Services Limited
and equitable mortgage of Immovable Properties and Hypothecation of Movables [present and future], ranking pari passu, save and except book debts and exclusive charge on assets including under Hire Purchase, subject to prior charge on specified movables created in favour of the Company’s Bankers for working capital facilities, for NCDs at Sl.No.[ii] to [x] except Sl. No. [vii] and to the extent of 40% outstanding to ` 45 crores at Sl.No. ; the balance 60% being secured by way of Bank Guarantee of ` 27 crores included under [c] below and NCDs at Sl no [iii] is secured by pari passu charge on the assets of Himachal Cement Plant and for Sl.No.[xi] to [xviii] are secured by way of equitable mortgage of Immovable Properties and Hypothecation of Movables [present and future] except the assets pertaining to Wind Power and Real Estate Division and assets specifically
ANNUAL REPORT 2010-11
55
charged to State Govt./Financial Institutions etc., ranking pari passu, save and except book debts, subject to prior charge on specified movables created in favour of the Company’s Bankers for working capital facilities. As at 31.03.2011 ` 450,000,000 875,000,000 175,000,000 3,000,000,000 1,500,000,000 4,000,000,000 6,750,000,000 5,000,000,000 4,000,000,000 1,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000 As at 31.03.2010 ` 1,050,000,000 1,375,000,000 275,000,000 3,000,000,000 1,500,000,000 4,000,000,000 9,000,000,000 5,000,000,000 4,000,000,000 1,000,000,000 -
[ii] [iii] [iv] [v] [vi] [vii] [viii] [ix] [x] [xi] [xii] [xiii] [xiv] [xv] [xvi] [xvii] [xviii]
1,800 1,500 500 3,000 1,500 4,000 9,000 5,000 4,000 1,000 5,000 5,000 5,000 2,000 2,000 2,000 2,000 2,000
2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 51,750,000,000 30,200,000,000 9,000 NCDs of ` 10,00,000/- each aggregating ` 900 crores [` 2,50,000/- per Debenture aggregating ` 225 crore redeemed], are secured against first and exclusive charge by way of equitable mortgage by deposit of title deed over the land admeasuring 364.55 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally secured by first and exclusive charge by way of Registered mortgage over land of Jaypee Infratech Ltd. admeasuring 40 acres (residential 25 acres and commercial 15 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazirpur, Greater Noida, Uttar Pradesh respectively. Out of the said 40 acres of land, the Company has entered into an “Agreement to Sell” with Jaypee Infratech Limited on 15.12.2009 for purchase of 15 acres of commercial land. IDBI Trusteeship Services Limited has been appointed as Debenture Trustee for the said NCDs. Term Loans of ` 2655.00 crores (Amount outstanding - ` 1583.23 crores.) sanctioned by Financial Institutions, Banks and Bank Guarantees to the extent of ` 27 Crores [Previous Year ` 65.30 Crores] [for partially securing Non Convertible Debentures] together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements are secured by equitable mortgage of Immovable Properties and Hypothecation of movables [present and future], save and except book debts and exclusive charge on assets including under Hire Purchase, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working capital facilities. Term Loans sanctioned by IDBI Bank - ` 1800 crores, UCO Bank - ` 500 crores, L & T Infra Finance Co. - ` 200 crores., Karnataka Bank - ` 150 crores, Yes Bank - ` 450 crores. and State Bank of India - ` 1000 crores, aggregating to ` 4100 crores together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of equitable mortgage of Immovable Properties and Hypothecation of Movables [present and future] except the assets pertaining to Wind Power and Real Estate Division and assets specifically charged to State Govt./ Financial Institutions etc, ranking pari passu, save and except book debts, subject to prior charge on specified movables created/ to be created in favour of the Company’s Bankers for working capital facilities. Term Loans sanctioned aggregating to ` 3,000 Crores, Euro 15.85 Million and USD 10.00 Million are availed for setting up of Cement Plants as per the following:
7.5% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 15.01.2009 to 15.10.2011 [` 7,50,000/- (Previous Year ` 4,16,667/- per Debenture Redeemed)]; 9.5% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 01.04.2010 to 01.01.2013 [` 4,16,667/- (Previous Year ` 83,333/-) per Debenture Redeemed]; 9% NCDs of ` 10,00,000/- each redeemable in 20 equal quarterly installments from 01.04.2008 to 01.01.2013 [` 6,50,000/- (Previous Year ` 4,50,000/-) per Debenture Redeemed]; 11.80% NCDs of ` 10,00,000/- each redeemable in 5 equal annual installments from 11.08.2012 to 11.08.2016; 12.40% NCDs of ` 10,00,000/- each redeemable in 5 equal annual installments from 04.11.2012 to 04.11.2016; 12.50% NCDs of ` 10,00,000/- each redeemable in 10 quarterly installments of ` 35 crores each and two quarterly installments of ` 25 crores each from 31.07.2012 to 30.04.2015; 11.75% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 25.09.2010 to 25.06.2013 [` 2,50,000 per Debenture redeemed] 11.75% NCDs of ` 10,00,000/- each redeemable in 5 equal half yearly installments from 15.07.2012 to 15.07.2014; 11.75% NCDs of ` 10,00,000/- each redeemable in 12 equal quarterly installments from 26.01.2014 to 26.10.2016; 11.25% NCDs of ` 10,00,000/- each redeemable on 30.11.2014; 11.5% NCDs of ` 10,00,000/- each redeemable in 5 equal half yearly installments from 23.07.2013 to 23.07.2015; 10.50% NCDs of ` 10,00,000/- each redeemable in 5 equal yearly installments from 16.07.2016 to 16.07.2020; 10.75% NCDs of ` 10,00,000/- each redeemable in 10 equal quarterly installments from 06.10.2013 to 06.01.2016; 5.60% NCDs of ` 10,00,000/- each redeemable on 03.01.2014; 5.60% NCDs of ` 10,00,000/- each redeemable on 03.07.2014; 5.60% NCDs of ` 10,00,000/- each redeemable on 03.01.2015; 5.60% NCDs of ` 10,00,000/- each redeemable on 31.07.2015 and 5.60% NCDs of ` 10,00,000/- each redeemable on 31.01.2016
[c]
[d]
[e]
56
Sanctioned Rupee Term Loan (` Crores) 330.00 455.00 400.00 125.00 160.00 500.00 US$ 10.00 Mn FCL/ECB Outstanding (` Crores) 240.21 424.63 284.07 104.05 1.90 517.90 Facility availed for setting up 5.0 Million TPA Cement Plant at Baga & Bagheri in H.P. and Grinding Unit at Panipat in Haryana 3.0 Million TPA Cement Plant in U.P.at Dalla,Churk and Chunar, 2.0 Million TPA Cement Plant in M.P. at Sidhi 1.0 Million TPA Grinding Unit at Sikandrabad 1.2 Million TPA Grinding Unit at Roorkee in Uttranchal, Two Cement Plants having installed capacity of 2.4 Million TPA each at Vayor, District Kutch in Gujarat with split location Grinding Unit at Wanakbori, District Keda in Gujarat 5.0 million Cement Plant at Jaggayyapet, District Krishna, Andhra Pradesh
Euro 15.85 Mn
1,030.00 3,000.00 Euro 15.85 Mn & USD 10.00 Mn
979.91 2,552.67
The above outstanding together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, are secured/to be secured by equitable mortgage of immovable properties and Hypothecation of movables of respective Cement Plants [present and future], save and except book debts, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working Capital facilities. [f] Term Loans of ` 1200.00 crores obtained from Banks for setting up 240 MW Captive Thermal Power Plant including 1.00 Million TPA Grinding Unit and Coal Washery at Churk Industrial Complex in Uttar Pradesh and 120 MW Captive Thermal Power Plant including Coal Washery at Sidhi in Madhya Pradesh together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, are secured/to be secured by equitable mortgage of immovable properties and Hypothecation of movables of respective Thermal Power Plants (present and future), save and except book debts, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers. “Term Loans of ` 100 Crores availed [Amount outstanding ` 84 crores] from L&T Infrastructure Finance Co. Ltd. together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, are secured/to be secured on equitable mortgage of immovable properties and Hypothecation of movables of Himachal Cement Plant (present and future), save and except book debts, as residual charge. Term Loan of ` 200 Crs. availed from Canara Bank together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, is secured/to be secured on equitable mortgage of immovable properties and Hypothecation of movables of the Company except assets pertaining to Wind Power and Real Estate Division (present and future), save and except book debts, as residual charge. External Commercial Borrowing of USD 27 Million and Yen 1030.27 Million availed [Amount outstanding USD 18.21 Million and Yen 781.70 Million] from ICICI Bank Ltd for setting up of Wind Power Project in Maharashtra & Gujarat together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements, is secured/to be secured by equitable mortgage of immovable properties and Hypothecation of movables of Wind Power Project [present and future], save and except book debts subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working Capital facilities. Term Loans of ` 325.00 crores (Amount outstanding - ` 82.89 crores) sanctioned by Exim Bank of India, IDBI Bank Ltd., Union Bank of India and IDFC Ltd., for commissioning of Tunnel Boring Machines [TBMs] at Srisailam Project Site, in Andhra Pradesh are secured / to be secured by hypothecation of all movable fixed assets relating to TBMs [present and future], save and except book debts, ranking pari passu, subject to prior charge on specified movables created/to be created in favour of the Company’s Bankers for working Capital facilities. The Working Capital facilities availed from the Consortium member Banks with Canara Bank, as Lead, are secured by way of first charge on Current Assets i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts [except pertaining to Overseas Works and Projects under development] ranking pari-passu and 2nd charge on the Fixed Assets of the Company, both present and future except assets exclusively charged. Interest Free Loans granted by U.P. Financial Corporation (UPFC) under Audyogik Nivesh Protshahan Yojna Scheme are secured by way of First Charge on the Fixed Assets of the respective Units of the Company. [a] The Provision for Taxation made in the Profit & Loss Account includes ` 40,00,000/- [Previous Year ` 40,00,000/-] towards Provision for Wealth Tax Expense for the year. Deferred Tax Deferred Tax Liability on account of: Depreciation Others As at 31.03.2011 ` 9,272,848,098 2,931,338,221 12,204,186,319 As at 31.03.2010 ` 7,937,546,439 1,623,222,624 9,560,769,063
[g]
[h]
[j]
[k]
[l] 06
ANNUAL REPORT 2010-11
57
As at 31.03.2011 ` Deferred Tax Assets on account of: Employees' Benefits Others
As at 31.03.2010 `
131,208,904 270,141,881 133,219,805 58,140,266 264,428,709 328,282,147 11,939,757,610 Net Deferred Tax Liability 9,232,486,916 [ii] Deferred Tax [Net] amounting to ` 270,72,70,694/- [Previous Year ` 233,62,15,197/-] has been recognised in the Profit & Loss Account for the year ended 31st March, 2011. Disclosure as per Accounting Standard - 7 [Revised] [a] 54,544,959,865 Contract Revenue during the period 49,039,000,568 Direct Expenses during the period [c] 5,505,959,297 Profits recognised during the period before depreciation [d] 12,803,551,993 Advances received [Outstanding] [e] 1,360,018,146 Retention Money [Outstanding] * * Retention Money [Outstanding] is after adjusting amounts released against furnishing of Bank Guarantees. The above information is in respect of Contracts entered into on or after 01.04.2003. 08 09 63,526,764,145 38,916,419,290 Capital Work-in-Progress includes Civil Works, Machinery Under Erection and in transit, Advances to Suppliers, Construction and Erection Materials, Pre-operative Expenses and also Expenditure related to Projects under Implementation. The Company has transferred the Jaypee Rewa Soya Processing Unit which was under implementation in District Rewa, Madhya Pradesh to Jaiprakash Agri Initiatives Company Limited by virtue of Project Transfer Agreement dated 23.08.2010. The Excess of Assets over the Liabilities amounting ` 37,55,09,955/- transferred by the Company has been paid by Jaiprakash Agri Initiatives Company Limited. The Free-hold Land [Agricultural] purchased by the Company for ` 2,96,407/- measuring 7 Bighas at Rangpuri, New Delhi had been notified for acquisition U/s 4 & 6 of the Land Acquisition Act. The Company’s claim for compensation is pending settlement. 108,37,00,000 Equity Shares of ` 10/- each fully paid up [Previous Year 127,80,09,900 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] [subsidiary company] are pledged as collateral security for the financial assistance granted by Lenders to JPVL for specific projects. [ii] The Company has given letter of Comfort to ICICI Bank for Non Convertible Debentures amounting ` 1982.57 Crores issued by Jaiprakash Power Ventures Limited. 27,75,00,000 Equity Shares of ` 10/- each fully paid-up [Previous Year 27,75,00,000 Equity Shares] of Jaypee Karcham Hydro Corporation Limited [JKHCL] [Subsidiary Company (merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010)] are pledged with ITSL as collateral security for financial assistance granted by Lenders to JKHCL. The Company has pledged 36,78,00,000 Equity Shares of ` 10/- each fully paid-up [Previous Year 36,78,00,000 Equity Shares] of Jaypee Infratech Limited (JIL) (Subsidiary Company) with IDBI Trusteeship Services Limited (ITSL) (Trustee) and executed non disposal undertaking for further 25,74,60,000 Equity Shares [25,74,60,000 Equity Shares] of JIL held by the Company in favour of ITSL as collateral security for the financial assistance to JIL. 6,02,25,900 Equity Shares of ` 10/- each fully paid-up of [Previous Year 6,01,80,000 Equity Shares] Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL. The Company has pledged 20,35,000 Equity Shares held in Jaypee DSC Ventures Limited to HUDCO as Security for Loans granted by Lenders to Jaypee DSC Ventures Limited. Jaypee Infratech Limited has mortgaged 40 acres of Land in favour of IDBI Trusteeship Securities Limited for securing the Debentures of ` 900 crores issued by the Company to Standard Chartered Bank [Amount outstanding as on 31.03.2011 is ` 675 crores]. [ii] Jaypee Infratech Limited has provided a letter of Comfort to ICICI Bank UK Plc and ICICI Bank Canada for the financial assistance of GBP 34.84 Million (equivalent to USD 50 Million) and CAD 61.625 Million (equivalent to USD 50 Million) respectively. Jaypee Infratech Limited [subsidiary company] had made Initial Public Offer in May, 2010. In the said IPO, the Company had offered for sale of 6,00,00,000 equity shares of ` 10/- each to public. The Company has earned a Profit of ` 513,16,07,875/- on sale of above said shares and has been credited to Profit and Loss Account. Other Liabilities shown under the head “Current Liabilities & Provisions” include Book Overdraft of ` 8,58,18,591/- [Previous Year ` 75,42,31,350/-]. Disclosure as required under Notification No.G.S.R.719 [E] dated 16th November, 2007 issued by the Department of Company Affairs [as certified by the Management]: S. No. a) Particulars The principal amount and interest due thereon remaining unpaid to any supplier Principal Amount Interest Amount The amount of interest paid by the buyer in terms of section16, of the Micro, Small and Medium Enterprise Development Act, 2006 along with the amounts of payment made to the supplier beyond the appointed day 2010-2011 Nil Nil Nil 2009-2010 Nil Nil Nil 45,091,388,076 37,224,419,343 7,866,968,733 18,530,351,360 975,488,969
10 11
12 13
14 15 16
17 18 19
b)
58
The amount of interest due and payable for the year of delay in making payment (which have been paid beyond the appointed date during year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act,2006 d) The amount of interest accrued and remaining unpaid e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium Enterprise Development Act, 2006 The above information is based on information available with the Management 20 21
c)
2010-2011 Nil
2009-2010 Nil
Nil Nil
Nil Nil
Balances of some of the Debtors, Creditors, Loans & Advances are subject to reconciliation / confirmation from the respective parties. The Management does not expect any material difference affecting the Financial Statements for the year. Particulars of Investments in Units of Exchange Traded Funds [ETF] and Mutual Funds as on date of Balance Sheet: Name of Mutual Fund/ ETF [a] [c] [II] [a] [c] [d] [e] [f] [g] [h] [j] [k] [l] [m] [n] [o] [p] [q] [r]
445,081 811,880,715 616,112 1,139,250,170 34,800 189,652,855 1,095,993 2,140,783,740 4,636,642 53,557 22,577,075 13,580,438 115,010 2,338,817 44,988 3,775,988 960,384 25,000,000 10,000,000 10,000,000 5,000,000 10,000,000 15,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 75,000,000 100,000,000 475,000,000 300,000,000 20,000,000 30,000,000 50,849,348 150,000,000 10,000,000 250,000,000 100,000,000 100,000,000 50,000,000 100,000,000 150,000,000 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000 -
163,648 173,850 337,498 4,636,642 102,702 3,854,486 2,473,092 115,010 89,942 5,230,262 7,019,282 4,947,115 10,117,688 9,764,683 5,205,404 1,309,628 308,602 28,318
ANNUAL REPORT 2010-11
59
[ae] 22
LIC MF Income Plus Fund - Daily Dividend Reinvestment
- 252,696,605 2,526,966,053 148,082,899 2,210,849,348 307,899,461 3,541,452,431
[a] Particulars of investments [non trade] made subsequent to the date of previous Balance Sheet: Name of Company In Subsidiaries Jaypee Agra Vikas Limited 27,37,50,000 [Previous Year 50,000] Equity Shares of ` 10/- each Jaypee Cement Corporation Limited 1,30,00,000 Equity Shares of ` 10/- each Jaypee Fertilizers & Industries Limited 67,65,000 Equity Shares of ` 10/- each Jaypee Sports International Limited NIL [Previous Year 49,92,60,000] Equity Shares of ` 10/- each Jaypee Infratech Limited NIL [Previous Year 26,00,00,000] Equity Shares of ` 10/- each Himalyan Expressway Limited NIL[Previous Year 2,30,40,000] Equity Shares of ` 10/- each In Joint Venture Subsidiaries Bhilai Jaypee Cement Limited [ Previous Year 1,73,62,250] Equity Shares of ` 10/- each Bokaro Jaypee Cement Limited 1,16,12,307 [Previous Year 2,65,54,609] Equity Shares of `10/- each In Associates MP Jaypee Coal Limited NIL [Previous Year 49,00,000] Equity Shares of ` 10/- each MP Jaypee Coal Fields Limited NIL [Previous Year 4,90,000] Equity Shares of ` 10/- each Share Application Money Share Application Money paid to Jaypee Agra Vikas Limited [pending for allotment ` 160,00,00,000] Share Application Money paid to Jaypee Ganga Infrastructure Corporation Limited - [pending for allotment ` 294,65,00,000] Share Application Money paid to Bokaro Jaypee Cement Limited - [pending for allotment ` 41,84,38,540] Share Application Money paid to Madhya Pradesh Jaypee Minerals Limited - [pending for allotment ` 55,10,87,000] Share Application Money paid to Jaypee Sports International Limited - [pending for allotment ` 75,00,00,000] Share Application Money paid to Jaypee Fertilizers & Industries Limited - [pending for allotment ` 10,00,000] 2010-2011 ` 2,737,500,000 2,226,400,000 67,650,000 116,123,070 1,468,500,000 1,441,500,000 144,089,270 79,600,000 750,000,000 1,000,000 2009-2010 ` 500,000 4,992,600,000 2,600,000,000 230,400,000
[a] [c] [d] [e] [f]
[g] [h]
1,639,800,000 265,546,090
[j]
49,000,000 4,900,000
[k] [l] [m] [n] [o] [p]
131,500,000 1,485,000,000 225,253,910 164,692,000 -
Particulars of other current investments made subsequent to the date of previous Balance Sheet: Name of Funds Investment in Units of Mutual Funds/ETFs purchased and redeemed during the year Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment Reliance Money Manager Fund - Institutional Option - Daily Dividend Plan ICICI Prudential Flexible Income Premium Plan - Daily Dividend HDFC Cash Management Fund - Treasury Advantage Plan - Retail Daily Dividend Option - Reinvestment Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment LIC MF - Liquid Fund - Dividend Plan LIC MF - Income Plus Fund - Daily Dividend Plan Birla Sunlife Saving Fund - Institutional Premium - Daily Dividend - Reinvestment Units 2010-11 ` Units 2009-10 `
[a] [c] [d]
4,317 251,785 3,786,526
43,196 252,130,066 400,368,368
40,157,687 351,476 4,728,803
401,849,934 351,874,973 500,000,000
[e] [f] [g] [h]
17,398 55,037,998
174,525 552,994,291
1,495,289 25,000,000
15,000,000 251,187,500
761,315,099 8,359,315,923 327,897,409 3,600,346,340 378,440,774 3,784,407,738 360,000,000 3,600,000,000 55,073,131 551,805,232 -
60
Name of Funds [j]
ICICI Prudential Liquid Super Institutional Plan - Dividend Daily Reliance Monthly Interval Fund Series II Institutional Dividend Plan 4,025,893 403,218,784 [k] ICICI Prudential Liquid Super Institutional Plan Dividend Weekly 35,672,286 379,239,204 [l] HDFC Cash Management Fund Savings Plan Weekly Dividend 302,208,456 3,214,410,015 [m] HDFC Cash Management Fund Savings Plan Daily Dividend 10,316,129 103,238,660 [n] Reliance Quarterly Interval Fund Series III Institutional Dividend Plan 150,688,426 2,524,076,344 [o] SBI Magnum Insta Cash Fund Daily Dividend 250,544 250,561,417 [p] Axis Liquid Fund Institutional Daily Dividend Reinvestment 191,150 1,921,232 [r] Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan 102,423 1,221,453 [q] Birla Sun Life Dynamic Bond Fund - Monthly Dividend Plan
2010-11 ` 10,583,869 1,058,626,024 29,994,901 300,000,000
Units
Units
2009-10 `
ANNUAL REPORT 2010-11
61
Name of Funds [af] [ag] [ah] IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend HDFC Top 200 Fund Growth Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Investment in Mutual Fund/ETFs purchased earlier but redeemed during the year Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment HDFC Cash Management Fund - Treasury Advantage Plan - Retail Daily Dividend Option - Reinvestment Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment ICICI Prudential Flexible Income Plan - Daily Dividend LIC MF - Liquid Fund - Daily Dividend Plan Templeton India Short Term Income Retail Plan - Growth Templeton India Short Term Income Retail Plan - Monthly Dividend ICICI Prudential Institutional Short Term Plan - Cumulative ICICI Prudential Institutional Short Term Plan - Monthly Dividend IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Birla Sun Life Dynamic Bond Fund - Monthly Dividend Plan
Units -
2010-11 ` -
Units 4,947,115 115,010 10,117,688
2009-10 ` 50,000,000 20,000,000 101,178,004
[a]
5,205,404
52,301,295
-
-
[c] [d] [e] [f] [g] [h] [j] [k] [l] [c] 23
1,309,628 308,602
13,137,538 3,088,121
-
-
28,318 2,994,232 252,696,605 2,526,966,053 102,702 185,000,000 89,942 100,000,000 5,230,262 7,019,282 4,947,115 10,117,688 9,764,683 100,000,000 85,000,000 50,000,000 101,178,004 101,787,188
As on 31.03.2011 the Trusts holds 18,93,16,882 Equity shares [Previous Year 18,93,16,882] of Rs 2/- each of the Company. During the year no shares were sold out of the shares held in trusts. 2010-11 833,836,905 219,361,162 6,802,722 691,066,682 148,807,922 383,881,074 2,283,756,467 2009-2010 559,052,376 185,218,828 9,924,613 571,092,438 118,009,240 260,832,877 1,704,130,372
Cost of Limestone raised included in raw materials consumed: Royalty and Cess Salaries and Wages Power and Fuel Stores and Spares Consumed Factory and Administrative Overheads Payment to Mining Contractors
24
[a]
In compliance of Accounting Standard-2 [Revised], the Company has provided liability of Excise Duty amounting to ` 37,84,88,302/- [Previous Year ` 19,63,87,657/-] on the stocks of Finished Goods lying at Works. However, there is no impact on the profit for the current year. The Excise Duty of ` 25,90,17,459/- [Previous Year ` 22,34,44,115/-] related to difference between Closing and Opening Stock has been debited in the Profit & Loss Account separately.
25
Sundry Debtors include the following debts due from the Companies under the same Management as defined U/s 370(1-B) of the Companies Act, 1956: As at As at 31.03.2011 31.03.2010 ` ` 606,016,690 29,060,690 698,494,947 3,872,733,393 4,078,356,960 5,756,323,262 1,218,459,014 93,206,140 271,531,723 117,362,991 53,165,326 453,370,551 45,009,597 5,757,634 335,323,842 132,129,988 128,588,383 27,313 10,167 -
[a] [c] [d] [e] [f] [g] [h] [j] [k]
Jaiprakash Power Ventures Limited Jaypee Karcham Hydro Corporation Limited * Jaypee Infratech Limited Himalyan Expressway Limited Bina Power Supply Company Limited * Bhilai Jaypee Cement Limited Bokaro Jaypee Cement Limited Jaypee Sports International Limited Prayagraj Power Generation Company Limited Jaypee Arunachal Power Limited Jaypee Ganga Infrastructure Corporation Limited
62
[l] [m] 26 [a]
Madhya Pradesh Jaypee Minerals Limited Jaypee Powergrid Limited * merged with Jaiprakash Power Ventures Limited Details of balances with Foreign Banks in Current Account: Name of the Bank Balance as at 31.03.2011 Amount of Maximum balance during the year 27,380,207 27,380,207 711,196 14,676,062 33,942 29,509 8,047 90,557 7,967 7,727,547 33,972 29,578 8,047 90,557 7,967
-
93,878 10,676
Balance as at 31.03.2010 27,380,207 7,449,818 7,727,547 31,655 29,578 8,008 90,557 7,967
01 02 03 04 05 06 07 08
Rafidian Bank, Subkusoor, Baghdad [I.D.] Bank of Bhutan, Phuentsholing, Bhutan [Nu] [A/c No.7311] Bank of Bhutan, Phuentsholing, Bhutan [Nu] [A/c No.268] Royal Bank of Scotland [GBP] [A/c No.21872175] Royal Bank of Scotland [USD] Royal Bank of Scotland [EURO] ICICI Bank U.K. Plc London [EURO] ICICI Bank U.K. Plc London [USD] (b)
details of Fixed Deposits & Balances in Current Account with foreign Branches of Indian Banks: ` As at 31.03.2011 Values ` As at 31.03.2010 Values 722,558 1,050,000 721,621 7,808 24,277 84,676 6,106 5,624 1,350 187,234 558 2009-2010 ` 40,485,000 4,858,200 26,911,603 72,254,803
[ii]
Fixed Deposits with: 01 State Bank of India, London [USD] 02 State Bank of India, London [GBP] Current Account with: 01 Canara Bank, London [USD] 02 State Bank of India, London [EURO] 03 Canara Bank, London [EURO] 04 Bank of Baroda, London [EURO] 05 Bank of India, Jersey [USD] 06 Bank of India, London [USD] 07 Bank of India, Tokyo [USD] 08 Syndicate Bank, London [USD] 09 Bank of Baroda, London [USD]
729,081 1,067,396 681,214 7,887 12,547 73,370 2,956 5,624 1,350 187,194 558 2010-2011 ` 45,504,677 5,460,561 30,793,120 81,758,358
27.
Managerial remuneration paid/payable to Whole-time Directors [excluding Provisions for Gratuity & Leave Encashment on retirement] Salaries Provident Fund Contribution Perquisites Managerial remuneration paid/payable to Whole-time Directors of Transferor Companies [excluding Provisions for Gratuity & Leave Encashment on retirement] Salaries Provident Fund Contribution Perquisites
-
1,857,419 222,891 1,295,605 3,375,915
ANNUAL REPORT 2010-11
63
28
Additional information pursuant to the provisions of paragraphs 3 & 4 of Part II of Schedule VI to the Companies Act, 1956. Particulars Statistical Data: [A] Cement [a] Capacity & Production: Installed Capacity - Per annum Production - Portland Cement - Clinker (Production for Sale) *as on 31.03.2011 **as certified by the Management. 2010-2011 Qty. MT Sales : Cement [exclusive of self-consumption] Clinker Less: Excise Duty [c] 2010-2011 Qty. (MT) 2009-2010 Qty. (MT)
21,500,000* 14,675,679** 525,380**
19,100,000* 10,516,145** 369,834**
2010-2011 Value (`)
2009-2010 Qty. MT
2009-2010 Value (`)
13,261,821 52,827,194,693 525,380 1,356,114,403 54,183,309,096 5,662,737,591 48,520,571,505
9,153,059 38,370,442,689 369,834 1,060,258,338 39,430,701,027 4,027,137,241 35,403,563,786 136,459 316,863,358 465,067 1,327,961,605
Particulars in respect of Opening Stock and Closing Stock: 465,067 1,327,961,605 Opening Stock - Cement * 569,299 1,845,425,366 Closing Stock - Cement * * after adjusting 13,07,415 MT Self Consumption (Previous Year 10,30,140 MT) and 2,211 MT screening and transit loss [Previous Year 4,338 MT] Cement Product - Asbestos Sheets [a] Capacity & Production: 100,000* Installed Capacity - Per annum 96,063** Production - Asbestos Sheet *as on 31.03.2011 *as certified by the Management. Sales : 95,436 913,030,459 Asbestos Sheet [exclusive of self-consumption] 84,118,563 Less: Excise Duty 828,911,896 [c] Particulars in respect of Opening Stock and Closing Stock: 18,171 103,009,507 Opening Stock - Asbestos Sheet * 16,806 65,601,151 Closing Stock - Asbestos Sheet * * after adjusting 923 MT [Previous Year 1,319 MT] Self Consumption and 1069 MT [Previous Year 1,469 MT] Dry waste loss and rejected sheets loss 2010-11 [C] wind Power [a] Capacity & Production: 49 Mw Licensed Capacity 49 Mw Installed Capacity 429 Million Unit Net Saleable Design Energy [annual basis] [ii] Production details and Parameters 78.80 Million Unit Net Saleable Energy [18.4%] 94% Plant Availability Sales : 298,151,757 Sale of Wind Power
100,000* 101,622**
93,202
879,818,850 56,255,124 823,563,726
12,539 18,171
56,101,848 66,933,266
2009-10
49 MW 49 MW 429 Million Unit 86.70 Million Unit 92% 317,638,385
64
[D] Details of Raw Materials, Stores and Spares Consumed: [a] Raw Materials: * Cement Division Indigenous : (96.32% (Previous Year 100%)) Limestone Raised Clinker Gypsum Laterite/Iron Ore Fly Ash [ii] Imported: (3.68%) (Previous Year NIL)) Gypsum Cement Product - Asbestos Sheets Indigenous : (35.62% (Previous Year 29.61%)) Cement OPC Pulp Fly Ash Imported: (64.38%) (Previous Year 70.39%)) Fibre Stores and Spares:
2010-2011 Qty. MT
2010-2011 Value (`)
2009-2010 Qty. MT
2009-2010 Value (`)
16,891,823 327,223 428,698 406,050 3,282,265 77,404
2,283,756,467 1,222,182,567 1,017,802,104 366,961,846 1,186,875,692 231,996,104 6,309,574,780
12,290,821 1,704,130,372 211,380 701,990,455 324,205 765,420,953 308,038 128,842,444 2,384,082 784,330,219 4,084,714,443
37,333 766 25,863 6,882
102,305,782 13,262,807 12,190,943 230,880,922 358,640,454
38,994 597 27,511 7,186
85,103,213 9,763,898 8,716,815 246,229,570 349,813,496
[ii]
[E]
[F]
[G]
[H]
2010-2011 2009-2010 ` ` 2,735,100,476 92.73% 2,641,618,429 Indigenous 95.68% 214,319,676 7.27% [ii] Imported 119,137,833 4.32% 2,949,420,152 100% 2,760,756,262 100% The Central Government in exercise of the powers conferred under section 211(4) of the Companies Act, 1956 has granted exemption vide Ministry of Corporate Affairs letter No.46/119/2010-CL-III dated 14.05.2010 to the effect that the disclosure of quantitative details in compliance of paras 3(i)(a) and 3(ii)(d) of Part-II of Schedule-VI to the Companies Act, 1956 as amended vide Notification No.GSR 494(E) dated 30th October, 1973 shall not be necessary for the Hotel Business of the Company for the F.Y. 2010-11. 2010-2011 2009-2010 ` ` Value of Imports [On CIF Basis]: 610,862,969 Stores and Spares 3,924,363,997 4,659,481,588 Capital Equipment [including Capital Work-in-Progress] 3,925,636,825 6,755,728 Steel Plates 314,880 640,775,941 Raw Materials 251,486,834 4,192,220,880 Hydro Mechanical and Electromechanical Equipment 1,306,913,315 11,389,932 Others 112,807 Expenditure in Foreign Currency [including Expenditure During Construction Period]: 20,841,909 Travelling 16,767,388 241,513,642 Technical Fees 191,778,361 871,584 Financial and Bank Charges 2,922,761 1,106,402,571 Interest 896,743,657 55,860,782 Others including Foreign currency rate difference 67,233,977 Foreign Currency Rate Difference [Adjusted in Capitalisation] 920,746,008 [including (gain)/loss on forward contracts] (4,793,490,578) Earnings in Foreign Exchange [including Income during Construction Period]: 49,709,579 Cement Exports [FOB Value] 29,622,495 231,242,380 Hospitality 208,154,523 2,465,049 Interest 77,427,946 175,148 Others 34,664,108 67,287,101 Advance received from Real Estate Customers 54,623,855 Dividend Paid to Non-Resident Share Holders in Foreign Currency
ANNUAL REPORT 2010-11
65
29
Number of Share Holders Number of Shares * Dividend Paid (`) * Face Value ` 2 per share The External Commercial Borrowings [ECBs] outstanding as on 31.03.2011 of JPY 21136.05 million , USD 32.50 million, USD 18.21 million, JPY 781.70 million, GBP 34.84 million and CAD 61.625 million are hedged in respect of coupon as well as repayment. Hedging of JPY to USD in respect of JPY 781.70 million yet to be done. As on 31.03.2011, the Company has outstanding exposure of Euro 1.706 Million against Foreign Currency Convertible Bonds [FCCBII] [Previous Year Euro 4.206 Million] and USD 354.475 Million against Foreign Currency Convertible Bonds [FCCB-III] (Previous Year USD 354.475 Million) unhedged pending conversion into Equity Share Capital.
During FY 2010-2011 Interim Div. Ist Final Div. for F.Y. F.Y. 2010-2011 2009-2010 164 164 898,879 863,898 359,552 466,505
Interim Div. Ist F.Y. 2009-2010 146 635,260 343,040
During FY 2009-10 Final Div. for Interim Div. IInd F.Y. 2008-2009 F.Y. 2008-2009 147 88 706,210 686,610 282,484 205,983
30
Related Parties disclosures, as required in terms of “Accounting Standard [AS] 18” are given below: Relationships [a] Subsidiary Companies [including their subsidiaries]: Jaiprakash Power Ventures Limited [ii] Jaypee Infratech Limited [iii] Himalyan Expressway Limited [iv] Jaypee Ganga Infrastructure Corporation Limited [v] Jaypee Sports International Limited [vi] Jaypee Agra Vikas Limited [w.e.f. 16.11.2009] [vii] Jaypee Cement Corporation Limited [w.e.f. 22.02.2011] [viii] Jaypee Fertilizers & Industries Limited [w.e.f. 03.06.2010] [ix] Sangam Power Generation Company Limited [w.e.f. 23.07.2009][subsidiary of Jaiprakash Power Ventures Limited] [x] Prayagraj Power Generation Company Limited [w.e.f. 23.07.2009][subsidiary of Jaiprakash Power Ventures Limited] [xi] Jaypee Meghalaya Power Limited [w.e.f. 26.08.2010] [subsidiary of Jaiprakash Power Ventures Limited] [xii] Jaypee Karcham Hydro Corporation Limited [xiii] Bina Power Supply Company Limited [subsidiary of Jaiprakash Power Ventures Limited] Subsidiary Companies at Sl.No.[xii] & [xiii] merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010 Joint Venture Subsidiaries : Bhilai Jaypee Cement Limited [ii] Bokaro Jaypee Cement Limited [iii] Gujarat Jaypee Cement and Infrastructure Limited [iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of Jaiprakash Power Ventures Limited] [v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of Jaiprakash Power Ventures Limited] [vi] Madhya Pradesh Jaypee Minerals Limited [till 02.03.2011] Associate Companies: Jaypee Ventures Private Limited [ii] Jaypee Development Corporation Limited [iii] Jaiprakash Kashmir Energy Limited [iv] JIL Information Technology Limited [v] Gaur & Nagi Limited [vi] Indesign Enterprises Private Limited [vii] Sonebhadra Minerals Private Limited [viii] RPJ Minerals Private Limited [ix] Jaiprakash Agri Initiatives Company Limited [x] Tiger Hills Holiday Resort Private Limited [xi] Anvi Hotels Private Limited [xii] Sarveshwari Stone Products Private Limited [xiii] Rock Solid Cement Limited [xiv] MP Jaypee Coal Limited [xv] Jaypee International Logistics Company Private Limited [xvi] Jaypee Hotels Limited [xvii] Jaypee Mining Venture Private Limited [xviii] Jaypee Infra Ventures (A Private Company with unlimited liability) [xix] Indus Hotels UK Limited [xx] Ceekay Estates Private Limited
[c]
66
Jaiprakash Exports Private Limited Bhumi Estate Developers Private Limited PAC Pharma Drugs and Chemicals Private Limited Jaypee Technical Consultants Private Limited Jaypee Uttar Bharat Vikas Private Limited Kanpur Fertilizers & Cement Limited Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011] MP Jaypee Coal Fields Limited GM Global Mineral Mining Private Limited Ibonshourne Limited Vasujai Estates Private Limited Samsun Estates Private Limited Sunvin Estates Private Limited Manumanik Estates Private Limited Arman Estates Private Limited Suneha Estates Private Limited Pee Gee Estates Private Limited Vinamra Housing & Constructions Private Limited Associate Companies at Sl.No.[xxxi] to [xxxviii] merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009 [d] Key Management Personnel: Shri Manoj Gaur, Executive Chairman & C.E.O. [ii] Shri Sunil Kumar Sharma, Executive Vice Chairman [iii] Shri Sunny Gaur, Managing Director [Cement] [iv] Shri Pankaj Gaur, Joint Managing Director [Construction] [v] Shri Shyam Datt Nailwal, Director [Finance] [vi] Shri Ranvijay Singh, Whole time Director [vii] Shri Ravindra Kumar Singh, Whole time Director [viii] Shri Rahul Kumar, Whole time Director & C.F.O. [e] Relatives of Key Management Personnel, where transactions have taken place Shri Gyan Prakash Gaur [ii] Shri Naveen Kumar Singh [iii] Smt Neha Goyal [iv] Shri Pawan Kumar Jain [till 31.03.2010] [v] Smt.Rekha Dixit [till 31.08.2009] [vi] Smt Manju Sharma [till 30.06.2009] Note: Related party relationships are as identified by the Company and relied upon by the Auditors. Transactions carried out with related parties referred to above in ordinary course of business Nature of Transactions Income Contract Receipts Sale of Cement/ Other Material Real Estate Revenue Dividend Received Machinery/Helicopter Hire Charges Rent Interest Hotel Revenue Others Referred in 1(a) Referred in 1(b) above (`) above (`) 51,361,172,400 (41,677,208,658) 720,047,329 (121,275,128) 866,249,550 (233,250,450) 28,261,990 (6,879,166) 4,032,000 (6,432,000) 9,998,991 (7,515,744) 78,191,184 (78,917,488) 429,721,111 (892,428,960) 80,791,807 (169,476,028) 1,249,999 (162,500) 185,752 (176,996) 84,414,232 (54,848,658) Referred in 1(c) above (`) 12,621,050 (3,141,966) 2,535,655,207 (23,004,493) 9,835,833 (150,000) 80,958 (112,474) 4,335,189 Referred in 1(d) above (`) Referred in 1(e) above (`) -
[xxi] [xxii] [xxiii] [xxiv] [xxv] [xxvi] [xxvii] [xxviii] [xxix] [xxx] [xxxi] [xxxii] [xxxiii] [xxxiv] [xxxv] [xxxvi] [xxxvii] [xxxviii]
ANNUAL REPORT 2010-11
67
Nature of Transactions Expenditure Management Fees Lease Rent Technical Consultancy Purchase of Clinker/ Other Material Interest Paid Salaries & Other Amenities etc. Security & Medical Services Rent Fixed Assets Purchased Others Others Paid for Land (Real Estate) Purchase of Shares during the year Sale/Redemption of Shares during the year
Referred in 1(a) Referred in 1(b) above (`) above (`) 2,052,700,000 (5,131,750,000) 2,805,150,000 (7,823,500,000) 982,364,480 (555,982,090) 500,423,070 (1,905,346,090) -
Referred in 1(c) above (`) 123,861,597 353,990,934 (399,763,349) 29,375,791 (22,019,903) 948,611,218 (660,550,104) 6,618,000 (6,000,000) 12,462,669 176,000 2,226,400,000 (53,900,000) (84,000,000)
Referred in 1(d) above (`) 81,758,358 (72,254,803) -
Referred in 1(e) above (`) 10,255,663 (15,904,026) -
31
Outstandings as at 31st March Receivables Advances to Suppliers, Mobilisa8,583,482,172 346,809,332 17,105,479,935 tion Advances, Security Deposits (10,739,444,606) (639,002,492) (12,339,111,769) and Debtors Payables Mobilisation & Machinery Advanc10,815,212,038 47,934,785 486,376,427 3,895,142 es, Unsecured Loans, Security/ (17,154,142,945) (119,744,970) (217,124,170) (3,970,580) Earnest Money and Creditors Note: 1. Guarantees provided for Subsidiaries & Associates are disclosed elsewhere in the Notes to the Account. 2. Previous Year figures are given in brackets. Segment Information Business Segment
Particulars [A] Segment Revenue External 60,527,151,728 (55,891,384,085) Inter Segment Revenue 50,960,160,573 (37,393,537,013) 3,597,699,669 (2,357,590,488) 1,787,043,656 (1,531,295,540) 23,281,700 (12,016,897) 17,102,670,365 (6,535,740,309) 313,752,127 (320,298,385) ,035,853,349 (393,947,644) 103,534,670 (256,032,093) 1,356,961,586 1,232,048,437) Construction Cement / Cement Hotel/Hospitality Products Real Estate Power Investments Others Unallocated
27,200 -
250,800 (490,835)
(`) Total
133,187,128,054 (103,554,283,506) 3,620,981,369 (2,369,607,385)
Segment Results Profit/(Loss) before Tax and Interest 9,263,914,893 (11,710,435,030) 8,396,030,735 (10,578,712,819) 151,549,871 (89,822,931) 8,708,466,670 (2,596,840,864) 121,932,847 (162,028,716) 1,035,853,349 (393,947,644) (39,208,094) (-) (69,601,879) (-) 1,283,287,680 (1,254,636,805) 26,355,252,591 (24,346,753,078) 13,941,786,880 (10,557,945,737) Profit before Tax 12,413,465,711 (13,788,807,341)
Less:interest Expenses
68
Particulars
Construction
Cement / Cement Hotel/Hospitality Products
Real Estate
Power
Investments
Others
Unallocated
Total 5,131,607,875 (13,163,538,746) (1,016,261,224)
Profit on Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] Provision for writing off claims - Iraq woks
Employee Compensation Expense - [ESPS]
(2,119,375,000)
Profit before Tax
17,545,073,586 (23,816,709,863)
[C]
Other Information Provision for Tax Current Tax 3,300,866,445 (4,396,896,775) Deferred Tax 2,707,270,694 (2,336,215,197) Income Tax provision of earlier years reversed 140,932,629 Profit after Tax 11,677,869,076 (17,083,597,891) Segment Assets Segment Liabilities Loans 51,607,637,837 (50,665,096,451) 19,458,519,384 (24,064,593,307) 163,875,320,428 31,751,885,251) 13,304,135,420 (10,542,576,637) 6,381,687,741 (5,433,808,079) 737,307,940 (509,513,193) 38,123,757,819 1,088,245,492) 12,004,297,680 3,586,625,753) ,666,998,332 ,026,817,684) 800,771,581 (267,019,816) 4,837,459,594 ,762,643,308) 3,000,813,210 (2,029,544,299) 237,505,823 (127,971,258) 33,937,142,369 7,058,588,701) 8,935,276,196 8,092,661,024) 377,430,817,330 (328,816,629,265) 55,477,814,024 (57,190,960,988) 217,076,309,102 (179,087,248,132) Capital Expenditure during the year including Capital work-inProgress Depreciation 1,983,404,558 (1,817,991,923) 30,458,722,227 (24,637,969,116) 1,545,565,793 (693,608,746) 350,045,973 (534,481,146) 10,571,622,721 (2,480,730,188) 911,178,941 (658,869,503) 1,015,738,102 (23,560,423) 46,836,278,315 (30,847,211,045)
1,152,335,319 (1,078,626,958)
4,469,231,856 (3,058,299,318) 73,176,372 (50,699,286)
162,172,707 (170,640,180) 2,098,320 (2,267,876)
15,931,212 (6,266,252) 2,299,063 (3,245,782)
138,075,950 (142,742,897) -
-
46,456,182 (20,828,158) -
93,931,520 (83,207,548) (38,530,311)
6,078,134,746 (4,560,611,311) 77,573,755 (94,743,255)
Non Cash expenditure other than depreciation
-
[a] [c]
Segments have been identified in accordance with Accounting Standards on Segmental Reporting [AS-17] taking into account the organisation structure as well as differential risk and returns of these segments. Business segment has been disclosed as the primary segment. Types of Products and Services in each Business Segment: [ii] [iii] [v] Construction Cement/Cement Products Hotel/Hospitality Power Civil Engineering Construction/EPC Contracts/Expressway Manufacture and Sale of Cement, Clinker and Cement Products Hotels, Golf Course, Resorts and SPA Real Estate Development Generation and Sale of Energy Investments in Subsidiaries and Joint Ventures for Cement, Power, Expressway, Sports etc. Includes Heavy Engineering Works, Hitech Castings, Coal, Waste Treatment Plant etc.
[iv] Real Estate [vi] Investments [vii] Others [d] [e] 32
Segment Revenues, Operating Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis. Segment Assets exclude Miscellaneous Expenditure & Deferred Tax Asset. Segment Liabilities exclude Deferred Tax Liability. In accordance with the Accounting Standard [AS-20] on “Earnings Per Share”, computation of Basic and Diluted Earnings Per Share is as under: 2010-2011 ` [a] Net Profit for Basic Earnings Per Share as per Profit & Loss Account after extraordinary item Add Employee Compensation Expense - [ESPS] [Extraordinary Item] Net Profit for Basic Earnings Per Share as per Profit & Loss Account before extraordinary item Add Adjustment for the purpose of Diluted Earnings Per Share 11,677,869,076 11,677,869,076 242,533 2009-2010 ` 17,083,597,892 2,119,375,000 19,202,972,892 1,383,627
ANNUAL REPORT 2010-11
69
Net Profit for Diluted Earnings Per Share as per Profit & Loss Account after extraordinary item Net Profit for Diluted Earnings Per Share as per Profit & Loss Account before extraordinary item Weighted average number of equity shares for Earnings Per Share computation: [ii] [iii] [iv] [v] Number of Equity Shares at the beginning of the year Number of Shares allotted during the year Weighted average shares allotted during the year Number of potential Equity Shares Weighted average for: [a] [c] [ii] [d] [ii] [e] 33 (a) Basic Earnings Per Share Diluted Earnings Per Share
11,678,111,609 11,678,111,609
17,084,981,519 19,204,356,519
2,124,634,633 1,798,549 1,177,680 88,443,882 2,125,812,313 2,214,256,195 ` 5.49 ` 5.27 ` 5.49 ` 5.27 ` 2.00
1,183,800,579 940,834,054 929,811,772 111,696,159 2,113,612,351 2,225,308,510 ` 9.09 ` 8.63 ` 8.08 ` 7.68 ` 2.00
Earnings Per Share before extraordinary Basic Diluted Basic Diluted
Earnings Per Share after extraordinary
Face Value Per Share Provident Fund - Defined Contribution Plan
All employees are entitled to Provident Fund benefits. ` 26,54,77,875/- [Previous Year ` 23,40,37,877/-] has been debited in the Profit & Loss Account during the year. (b) Gratuity and Leave encashment - Defined Benefit Plans - Provision made as per actuarial valuation. The Company has a Trust namely Jaiprakash Associates Employees Gratuity Fund Trust to manage funds towards Gratuity Liability of the Company. SBI Life Insurance Company Limited and ICICI Prudential Life Insurance Company Limited has been appointed for management of the Trust Fund for the benefit of the employees. (`) Sl No. I Particulars FY 2010-2011 GRATUITY Expenses recognised in the Statement of Profit & Loss Account/IEDC for the year ended 1 2 3 4 5 6 7 8 II Current Service Cost Interest Cost Employee Contribution Expected Return on Plan Assets Actuarial (Gains)/ Losses Past Service Cost Settlement Cost Total Expenses 80,930,146 37,343,501 (46,722,460) 36,692,408 648,424 108,892,019 115,672,968 27,184,624 (43,841,036) 99,016,556 (22,361,217) 67,906,633 79,653,688 174,627,585 57,824,870 32,442,980 77,487,342 17,486,555 LEAVE ENCASHMENT FY 2009-2010 GRATUITY LEAVE ENCASHMENT
Net Asset / (Liability) recognised in the Balance Sheet 1 2 3 4 Present Value of Defined Benefit Obligation Fair Value of Plan Assets Funded Status [Surplus/ [Deficit] Net Asset/ (Liability) 607,757,641 720,265,318 112,507,677 112,507,677 406,904,901 (406,904,901) (406,904,901) 466,793,768 519,138,443 52,344,675 52,344,675 339,807,808 (339,807,808) (339,807,808)
70
Sl No. III
Particulars
FY 2010-2011 GRATUITY LEAVE ENCASHMENT 339,807,808
FY 2009-2010 GRATUITY LEAVE ENCASHMENT 218,581,937
Change in Obligation during the Year 1 Present value of Defined Benefit Obligation at the beginning of the year Current Service Cost Interest Cost Settlement Cost Past Service Cost Employee Contributions Expected Return on Plan Assets Actuarial (Gains) / Losses Benefit Payments Actual return on plan assets Present Value of Defined Benefit Obligation at the end of the year Plan Assets at the beginning of the year Assets acquired on amalgamation in previous year Settlements Expected return on Plan Assets Contribution by Employer Actual Benefit Paid Actual Return on Plan Assets Plan Assets at the end of the year 466,793,768 405,537,254
2 3 4 5 6 7 8 9 10 11 IV
80,930,146 37,343,501 648,424 (46,722,460) 36,692,408 (24,103,482) 56,175,336 607,757,641
115,672,968 27,184,624 (43,841,036) (31,919,463) 406,904,901
57,824,870 32,442,980 (22,361,217) (21,399,275) 14,749,156 466,793,768
77,487,342 17,486,555 79,653,688 (53,401,714) 339,807,808
Change in Assets during the Year 1 2 3 4 5 6 7 8 519,138,443 169,055,021 (24,103,482) 56,175,336 720,265,318 525,788,562 (21,399,275) 14,749,156 519,138,443 -
(c)
Actuarial Assumptions (i) (ii) Discount Rate Mortality 8.00% LIC (1994-1996) Upto 30 years - 2%, 30-44 years - 5%, Above 44 years - 3% 5.50%
(iii) Turnover Rate (iv) Future Salary Increase 34
For the purpose of Regulation 3[e] of the Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers] Regulations, 1997, the “Group” constitute Shri Jaiprakash Gaur, his associates and Companies as disclosed to Stock Exchanges from time to time which include Jaiprakash Associates Limited (JAL), its Subsidiaries given under Sl.No.30(a) & (b) above, its Associates given under Sl.No.30(c) above and Siddharth Utility Private Limited. Figures for the previous year have been regrouped/recast/rearranged wherever considered necessary to conform to this year’s classification. All the figures have been rounded off to the nearest lakh ` except in the Notes to the Account].
35 36
As per our report of even date attached to the Balance Sheet Signatures to Schedules “ A “ to “ S “ For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary
FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman RAHUL KUMAR Director & C.F.O. SHYAM DATT NAILwAL Director [Finance]
ANNUAL REPORT 2010-11
71
BALANCE SHEET ABSTRACT AND COMPANY’s GENERAL BUSINESS PROFILE PURSUANT TO PART-IV OF SCHEDULE-VI TO THE COMPANIES ACT, 1956
I Registration Details: Registration No. Balance Sheet Date Capital raised during the period (Amount in ` Lakhs) Public Issue Bonus Issue * On conversion of Foreign Currency Conversion Bonds (FCCB’s) into Shares. Position of Mobilisation and Deployment of Funds (Amount in ` Lakhs) Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserve & Surplus Secured Loans Unsecured Loans Deferred Tax Liability Application of Funds Net Fixed Assets (including Capital Work-in-Progress) Investments Deferred Tax Asset Net Current Assets Miscellaneous Expenditure Accumulated Losses Performance of Company (Amount in ` Lakhs) Turnover Total Expenditure Profit/Loss Before Tax (+) Profit/Loss After Tax (+) Before Extraordinary Items Basic Earnings Per Share in ` Diluted Earnings Per Share in ` After Extraordinary Items Basic Earnings Per Share in ` Diluted Earnings Per Share in ` Dividend Rate (%) Generic Names of three Principal Products/Services of the Company (as per Monetary terms) Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description Item Code No. (ITC Code) Product/Services Description 19017 31.03.2011 State Code No. 20
II
36 * Nil
Rights Issue Private Placement Preferential Allotment
Nil Nil Nil
III
3,232,543 3,232,543 42,529 897,208 1,492,962 677,802 122,042 3,232,543 1,830,956 648,375 2,644 750,568 3,232,543 1,383,187 1,207,736 175,451 116,778 5.49 5.27 5.49 5.27 40%
IV
V
252329.01 Portland Cement Not Applicable Civil Construction / EPC Contractors Not Applicable Hotel / Hospitality & Golf Course Not Applicable Real Estate Not Applicable Thermal & Wind Power
FOR AND ON BEHALF OF THE BOARD For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance]
72
CASH FLOw STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011 2010-2011 ` Lakhs (A) CASH FLOw FROM OPERATING ACTIVITIES: Net Profit before Tax as per Profit & Loss Account Add back: (a) (b) (c) (d) (e) Depreciation Miscellaneous Expenses (Amortized) Interest on Borrowings Employee Compensation Expense [ESPS] Loss on sale of Assets [Net] 60,781 774 139,418 179 201,152 376,603 Deduct: (a) (b) (c) (d) (e) Interest Income Dividend Income Profit on Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] Profit on Sale/Redemption of Preference Shares/Mutual Funds Other Income (12,233) (10,179) (51,316) (180) (710) (74,618) 301,985 (11,282) (11,896) (52,560) (59,054) (18,068) (152,860) Add: Increase in Trade Payables & Other Liabilities Cash Generated from Operations Deduct: Tax Paid [except Tax paid on Profit on sale of Equity Shares] CASH INFLOw / (OUTFLOw) FROM OPERATING ACTIVITIES (B) CASH FLOw FROM INVESTING ACTIVITIES: Outflow: (a) (b) (c) Purchase of Fixed Assets (including CWIP) Purchase of Investments in Equity Shares [including Share Application Money] Purchase of Investments in units of Mutual Fund/ Exchange Traded Funds (468,299) (94,168) (308,473) (116,742) “A” (28,367) 120,758 (27,068) 18,532 149,125 54,462 45,600 (32,501) (62,998) (126,299) (50,683) (272,481) (12,000) (3,090) (131,635) (849) (399) (147,973) 263,619 45,606 948 105,579 21,194 98 173,425 411,592 175,451 238,167 2009-2010 ` Lakhs
Operating Profit before Working Capital Changes Deduct: (a) (b) (c) (d) (e) Increase in Inventories Increase in Projects under Development Increase in Sundry Debtors Increase in Loans and Advances Decrease in Trade Payables & Other Liabilities
(292,969) (855,436)
(179,144) (604,359) 821 149,185 168,079 10,244 3,090 373,744 (10,228) 399 331,818 (22,371) (294,912)
Inflow: (a) (b) (c) (d) (e) (f) Sale/Transfer of Fixed Assets (including CWIP) Sale/Redemption of Investments in Preference Shares/Mutual Fund Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] Interest Received Dividend Received Other Income 2,320 290,568 57,316 12,651 10,179 710
Deduct: Tax Paid on Profit on Sale of Equity Shares NET CASH USED IN INVESTING ACTIVITIES “B” (491,920)
ANNUAL REPORT 2010-11
73
2010-2011 ` Lakhs (C) CASH FLOw FROM FINANCING ACTIVITIES: Inflow: (a) (b) (c) (d) Increase in Share Capital (Refer Note No.3) Increase in Security Premium (Refer Note No.3) Increase in Borrowings (Net of Repayments) Capital Reserve on Buy back of Foreign Currency Convertible Bonds 36 1,304 379,893 381,233 Outflow: (a) (b) Interest paid Dividend Paid (including Tax on Dividend) “C” “A+B+C” (131,619) (20,117) (151,736) NET CASH FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AS AT 01.04. (OPENING BALANCE) CASH AND CASH EQUIVALENTS AS AT 31.03. (CLOSING BALANCE) Notes: 1. Cash and Cash Equivalents: Cash-in-hand and Balances with Scheduled Banks in Rupees [including ` 1138 Lakhs lying in Unpaid Dividend Account (Previous Year ` 867 Lakhs) which are not available for use by the Company]. Cash-in-hand and Balances with Non Scheduled Banks in Foreign Currency [including Iraqi Dinars 27,377 Million (equivalent to ` 9.63 Lakhs) which are not available for use by the Company] 2. 3. 246,132 229,497 (141,665) 387,918 246,253 (98,059) (17,551) 311 8,348 480,254 136
2009-2010 ` Lakhs
489,049
(115,610) 373,439 97,059 290,859 387,918
387,657
121
261
Against the working capital cash credit limit of ` 26,300 Lakhs (Previous year ` 26,300 Lakhs) sanctioned by the Banks the outstanding balance as on 31st March, 2011 is ` 20,814 Lakhs (Previous Year ` 15,150 Lakhs) Increase in Share Capital & Share Premium is on account of (i) (ii) Conversion of Foreign Currency Convertible Bonds into Equity Shares. Correspondingly, the Borrowings have been decreased. Issue of Equity Shares under ESPS Scheme.
4. 5.
Direct Taxes paid are treated as arising from Operating Activities (except relating to sale of Equity Shares) and are not bifurcated between Investing and Financing activities. Previous year figures have been regrouped/rearranged wherever necessary.
FOR AND ON BEHALF OF THE BOARD For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance]
74
ANNEXURE TO THE BALANCE SHEET AS AT 31ST MARCH, 2011 STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO COMPANY’S INTEREST IN THE SUBSIDIARY COMPANIES
Jaiprakash Power Ventures Limited [JPVL] [A] 31.03.2011 31.03.2011 [C] 31.03.2011 [D] 31.03.2011 Jaypee Ganga Infrastructure Corporation Limited Bhilai Jaypee Cement Limited Jaypee Infratech Limited Jaypee Gujarat Jaypee Cement & Power Grid Ltd. [Subsidiary of Infrastructure JPVL] Limited [E] [F] 31.03.2011 31.03.2011 Himalayan Expressway Limited [G] 31.03.2011
01
Name of Subsidiary Company
02 03
04 05
1783000600* 67.93% 04.03.1995
271,350,000 100.00% 2,946,500,000 18.03.2008
149,450,400 74.00% 11.04.2007
1,155,000,000 83.16% 05.04.2007
543,160 74.00% 111,198,400 26.12.2007
185,000,000 74.00% 30.01.2007
118,090,000 100.00% 25.05.2007
` 11222 Lakhs ` 52479 Lakhs
-
(` 8177 Lakhs) ` 119336 Lakhs (` 357 Lakhs) ` 61720 Lakhs
-
(` 136 Lakhs) -
-
` 11665 Lakhs
-
-
` 8662 Lakhs -
-
-
-
06
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial Year of the Subsidiary Company ended on Number of Shares held by Jaiprakash Associates Limited and its nominees in the Subsidiaries Companies at the end of the financial year of the Subsidiary Companies (i) Equity Shares of ` 10/- each - fully paid-up (ii) Extent of holding (iii) Share Application Money (`) Date from which it became Subsidiary Company The net aggregate of Profit / (Loss) of the Subsidiary Companies as far as it concerns the members of the Holding Company: (i) Not dealt with in the Holding Company’s Accounts: (a) For the Financial Year of the Subsidiary (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary (ii) Dealt with in the Holding Company’s Accounts: (a) For the Financial Year of the Subsidiary (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary Changes in the interest of Jaiprakash Associates Limited between the end of the Subsidiary’s Financial Year and 31st March, 2011 Number of Shares acquired Material changes between the end of the Subsidiary’s Financial Year and 31st March, 2011 (i) Fixed Assets (Net Addition) (Capital Work-in-Progress) (ii) Investments (iii) Moneys lent by the Subsidiary (iv) Moneys borrowed by the Subsidiary Company other than for meeting Current Liabilities
ANNUAL REPORT 2010-11
75
76
Jaypee Sports International Limited [P] Bokaro Jaypee Sangam Jaypee Arunachal Power Cement Power Limited Generation Limited [Subsidiary of Co. Limited JPVL] [Subsidiary of JPVL] [J] [K] 31.03.2011 31.03.2011 31.03.2011 6,765,000 100.00% 1,000,000 03.06.2010 Prayagraj Jaypee Power Meghalaya Generation Power Limited Co. Limited [Subsidiary of [Subsidiary of JPVL] JPVL] [L] [M] 31.03.2011 31.03.2011 Jaypee Agra Vikas Limited Jaypee Cement Corporation Limited Jaypee Fertilizers & Industries Limited** FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman RAM BAHADUR SINGH C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. SHYAM DATT NAILwAL Director [Finance]
ANNEXURE TO THE BALANCE SHEET AS AT 31ST MARCH, 2011 STATEMENT PURSUANT TO SECTION 212 OF THE COMPNIES ACT, 1956 RELATING TO COMPANY’S INTEREST IN THE SUBSIDIARY COMPANIES
01 Name of Subsidiary Company
[H] [N] [O] 02 Financial Year of the Subsidiary Company ended on 31.03.2011 31.03.2011 31.03.2011 03 Number of Shares held by Jaiprakash Associates Limited and its nominees in the Subsidiaries Companies at the end of the financial year of the Subsidiary Companies 499,877,000 56,866,146 200,000,000 551,977,200 509,189,800 50,000 273,800,000 13,000,000 (i) Equity Shares of ` 10/- each - fully paid-up (ii) Extent of holding 90.56% 74.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 750,000,000 418,438,540 - 1,690,000,000 49,500,000 3,100,000,000 750,000,000 (iii) Share Application Money (`) 04 Date from which it became Subsidiary Company 07.03.2008 13.03.2008 23.04.2008 23.07.2009 23.07.2009 26.08.2010 16.11.2009 22.02.2011 05 The net aggregate of Profit / (Loss) of the Subsidiary Companies as far as it concerns the members of the Holding Company: (i) Not dealt with in the Holding Company’s Accounts: (` 2 Lakhs) (` 200 Lakhs) (` 2333 Lakhs) (a) For the Financial Year of the Subsidiary - (` 25 Lakhs) (` 99 Lakhs) - (` 126 Lakhs) (` 7 Lakhs] (` 6 Lakhs] (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary (` 182 Lakhs) (ii) Dealt with in the Holding Company’s Accounts: (a) For the Financial Year of the Subsidiary (b) For the Previous Financial Years since it became the Holding Company’s Subsidiary 06 - Changes in the interest of Jaiprakash Associates Limited between the end of the Subsidiary’s Financial Year and 31st March, 2011 Number of Shares acquired - Material changes between the end of the Subsidiary’s Financial Year and 31st March, 2011 (i) Fixed Assets (Net Addition) (Capital Work-in-Progress) (ii) Investments (iii) Moneys lent by the Subsidiary (iv) Moneys borrowed by the Subsidiary Company other than for meeting Current Liabilities * Jaypee Karcham Hydro Corporation Limited & Bina Power Supply Company Limited merged with Jaiprakash Power Ventures Limited [JPVL] w.e.f 01.04.2010. The Shares in merged entity yet to be credited. However the shares are taken into consideration in computing % of shares held in JPVL. ** First financial year of the Company will be ending in 31.08.2011.
As per our report of even date attached to the Balance Sheet
Signatures to Schedules “ A “ to “ S “
For M.P. Singh & Associates Chartered Accountants
M.P. SINGH Partner M.No.1454, Firm Regn No.002183C
Place : Noida Dated : 12th August, 2011
GOPAL DAS BANSAL Sr. Vice-President [Accounts]
AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF JAIPRAKASH ASSOCIATES LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF JAIPRAKASH ASSOCIATES LIMITED AND ITS SUBSIDIARIES
The Board of Directors Jaiprakash Associates Limited 1. We have audited the attached Consolidated Balance Sheet of Jaiprakash Associates Limited and its subsidiaries, as at 31st March 2011, and also the Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Jaiprakash Associates Limited management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing by accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs. 37,130.99 Crores as at 31st March 2011, the total revenues of Rs. 3,972.24 Crores and total cash flows amounting to Rs. 186.20 Crores for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us. Our opinion is based solely on the report of other auditors.
4.
We report that the consolidated financial statements have been prepared by the Jaiprakash Associates Limited management in accordance with the requirements of Accounting Standards (AS) 21 ‘Consolidated Financial Statements’, and Accounting Standards (AS) 23 ‘Accounting for Investments in Associates in Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Consolidated Balance Sheet, of the state of affairs of Jaiprakash Associates Limited and its subsidiaries as at 31st March, 2011; (b) in the case of the Consolidated Profit and Loss Account, of the profit of Jaiprakash Associates Limited and its subsidiaries for the year ended on the date; and (c) in the case of the Consolidated Cash Flow Statement, of the cash flows of Jaiprakash Associates Limited and its subsidiaries for the year ended on that date. For M.P. SINGH & ASSOCIATES Chartered Accountants Firm Regn.No.002183C
5.
2.
3.
Place : Noida Dated :12 August 2011
(CA M.P. SINGH) Partner M.No.1454
ANNUAL REPORT 2010-11
77
CONSOLIDATED BALANCE SHEET
SCHEDULE SOURCES OF FUNDS SHAREHOLDERS FUNDS Share Capital Reserves and Surplus MINORITY INTEREST (in Subsidiaries) Share Capital Share Capital Suspense Reserves and Surplus Share Application Money DEFERRED REVENUE LOAN FUNDS Secured Loans Unsecured Loans DEFERRED TAX LIABILITY TOTAL FUNDS EMPLOYED APPLICATION OF FUNDS FIXED ASSETS Gross Block Less: Depreciation Net Block Capital Work-in-Progress [Including Incidental Expenditure Pending Allocation] INVESTMENTS DEFERRED TAX ASSET CURRENT ASSETS, LOANS & ADVANCES CURRENT ASSETS Inventories Projects under Development Sundry Debtors Cash and Bank Balances Other Current Assets Loans & Advances LESS: CURRENT LIABILITIES & PROVISIONS Current Liabilities Provisions NET CURRENT ASSETS MISCELLANEOUS EXPENDITURE TOTAL APPLICATION OF FUNDS Accounting Policies and Notes to the Consolidated Accounts As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. F 1,993,552 349,349 1,644,203 2,565,592 G H 166,889 543,106 267,115 681,860 12,966 608,865 2,280,801 I 686,188 149,601 835,789 J T FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILwAL Director [Finance] 1,445,012 57 5,971,199 516,644 90,723 607,367 1,378,353 3,341 4,601,563 141,591 380,696 145,168 848,519 12,764 456,982 1,985,720 4,209,795 311,112 5,223 1,848,684 284,687 1,563,997 1,545,929 3,109,926 105,864 4,079 C D E 3,524,802 919,699 As At 31.03.2011 ` Lakhs As At 31.03.2010 ` Lakhs
A B
42,529 1,035,382 92,142 34,408 140,211 24,000
1,077,911
42,493 811,534 67,940 30,991 1,708
854,027
290,761 31,302
100,639 23,397
4,444,501 126,724 5,971,199
2,616,081 911,027
3,527,108 96,392 4,601,563
78
CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED
SCHEDULE INCOME Cement Sales [Gross] Less: Excise Duty on Sales Construction Revenue Real Estate/ Infrastructure Revenue Hotel/Hospitality Revenue Sale of Energy Sale of VERs Asbestos Sheets Sales [Gross] Less: Excise Duty on Sales Other Revenue EXPENDITURE (Increase)/Decrease in Stocks & Work -in-Progress Manufacturing, Construction, Real Estate , Infrastructure, Hotel/ Hospitality & Power Expenses Excise Duty on Stocks Personnel Selling & Distribution Expenses Other Expenses Interest Depreciation N O P Q L M (29,489) 455,735 3,836 52,493 111,543 57,846 187,469 64,635 904,068 310,229 Adjustment of Tariff for FY 04 to FY 08 Prior Period Adjustments [Net] Profit before Tax Provision for Taxation Current Tax Deferred Tax Excess Provision for Income Tax in Earlier Years Reversed Net Profit after Tax and before Minority Interest and Share in Earnings of Associates Minority Share Holders Interest Share in Earnings of Associates Net Profit for the Period Profit brought forward from Previous Year Profit Available for Appropriation Less: Dividend Paid Pertaining to Previous year Less: Transferred to Reserve for Redemption Premium on Foreign Currency Convertible Bonds Less:Transferred to Debenture Redemption Reserve Less:Transferred to General Reserve Add: Tax on Proposed Final Dividend Reversed 75,116 29,159 (1,409) 102,866 205,903 (26,536) (85) 179,282 166,200 345,482 11 17,200 76,523 15,300 59,144 23,351 82,495 118,184 (6,266) 111,918 152,192 264,110 1 11,975 47,986 24,000 396 (1,002) (458) 308,769 10,091 243,445 2,268 59,409 60,459 57,709 128,638 47,220 609,239 201,272 (593) 200,679 K 9,078 837 8,241 88,363 1,214,297 157,956 810,511 562,133 60,262 501,871 85,015 427,658 17,629 81,699 3,821 392,173 40,218 351,955 131,864 67,565 15,122 73,707 4,111 8,793 (562) 2010-2011 ` Lakhs 2009-2010 ` Lakhs
ANNUAL REPORT 2010-11
79
SCHEDULE Add: Final Dividend Received by Jaiprakash Enterprises Limited [Transferor Company] Add: Final Dividend Transferred from Trusts Add: Minority Shareholders Interest for Appropriation Less:Interim Dividend Less:Interim Dividend received by Trusts Tax on Interim Dividend Proposed Final Dividend Tax on Proposed Final Dividend Balance carried to Balance Sheet Accounting Policies and Notes to the Consolidated Accounts T 10,260 (757) 1,730 9,675 2,506
2010-2011 ` Lakhs 1,022 26,536 7,571 (682) 1,287 11,473 23,414 240,592 1,906
2009-2010 ` Lakhs 240 705 6,266
21,555 166,200
Earnings Per Share [EPS] [Face Value of ` 2/- per Share] [Refer Schedule “T” of Sl.No.14] Before Extraordinary Items Basic Earnings per Share Diluted Earnings per Share After Extraordinary Items Basic Earnings per Share Diluted Earnings per Share 8.43 8.10 5.30 5.03 8.43 8.10 6.30 5.98
As per our report of even date attached to the Balance Sheet For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary
FOR AND ON BEHALF OF THE BOARD MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman RAHUL KUMAR Director & C.F.O. SHYAM DATT NAILwAL Director [Finance]
80
As at 31.03.2011 ` Lakhs CONSOLIDATED SCHEDULE “A” SHARE CAPITAL Authorised 12,34,40,00,000 Equity Shares of ` 2/- each (12,34,40,00,000) 31,20,000 Preference Shares of ` 100/- each (31,20,000) Issued, Subscribed and Paid-up 2,126,433,182 Equity Shares of ` 2/- each fully paid up comprising of (2,124,634,633) 860,865,055 Equity Shares allotted for consideration other than cash (860,865,055) in terms of the Scheme of Amalgamation effective from 11.03.2004; 20,219,850 20,219,850 173,178,150 (171,379,601) Equity Shares allotted for cash under “Jaypee Employees Stock Purchase Scheme 2002”; Equity Shares allotted for cash on conversion of Foreign Currency Convertible Bonds;
As at 31.03.2010 ` Lakhs
246,880 3,120 250,000
246,880 3,120 250,000
124,378,825 Equity Shares allotted in terms of Scheme of Amalgamation (124,378,825) effective from 22.08.2006 ; 10,000,000 Equity Shares allotted for cash to Promoters on Preferential (10,000,000) Basis; 218,010,985 (218,010,985) 12,500,000 (12,500,000) Equity Shares allotted pursuant to Scheme of Amalgamation effective from 27.05.2009; Equity Shares allotted for cash under “Jaypee Employees Stock Purchase Scheme 2009” and 42,529 42,529 42,493 42,493
707,280,317 Equity Shares allotted as Bonus Shares. (707,280,317)
CONSOLIDATED SCHEDULE “B” RESERVES AND SURPLUS General Reserve As per last Balance sheet Add : Transfer from Profit & Loss Account / Debenture Redemption Reserve Add: Adjustment * Capital Redemption Reserve As per last Balance sheet Debenture Redemption Reserve As per last Balance sheet Add : Transfer from Profit and Loss Account Less : Transfer to General Reserve Revaluation Reserve As per last Balance sheet Less: Revaluation Reserved on Lease-hold Land Reversed Less: Depreciation adjusted on Revalued Assets Capital Reserve As per last Balance sheet Add : Gain on buy back of Foreign Currency Convertible Bonds Add : Addition during the year Securities Premium Account As per last Balance sheet Add : Shares Issued under Employees Stock Purchase Scheme,2009 243,476 238,778 28,444 32,736 63,340 96,076 11,156 136 21,444 32,736 30,390 9,835 301 20,254 30,729 339 30,390 97,802 76,523 12,500 161,825 49,816 47,986 97,802 113 113 170,841 27,800 27 198,668 141,289 24,000 5,552 170,841
ANNUAL REPORT 2010-11
81
CONSOLIDATED SCHEDULE “B” (Contd.) Add : On conversion of Foreign Currency Convertible Bonds into Shares Add : Premium on issue of Shares Less: Premium payable on Redemption of Debentures Less: Goodwill Written off as per Scheme of Amalgamation Less: Issue of Bonus Shares Less: Pre IPO Expenses Reserve for Premium on Foreign Currency Convertible Bonds As per last Balance sheet Add : Provided for the Year Share Forfeited Account As per last Balance sheet Capital Reserve on Consolidation Less Goodwill arising on Consolidation adjusted Surplus As per Profit & Loss Account Less: Minority Share Holders Interest in Reserve & Surplus *Adjustment is on account of Madhya Pradesh Jaypee Minerals Limited extinguishing as subsidiary of the Company. [Previous Year - on account of Goodwill written off in earlier years now reversed]. 240,592 1,175,593 140,211 1,035,382 166,200 842,525 30,991 811,534 64,663 16,358 48,305 1 85,800 21,137 64,663 1 36,303 17,200 53,503 24,328 11,975 36,303 1,304 148,707 28,570 8,661 356,256 1,098 10,698 14,146 243,476
CONSOLIDATED SCHEDULE “C” DEFERRED REVENUE Advance against depreciation As per last Balance Sheet Add: Addition during the Year Add : Prior Period Adjustments CONSOLIDATED SCHEDULE “D” SECURED LOANS A. NON CONVERTIBLE DEBENTURES B. TERM LOANS 1. From Financial Institutions (a) In Rupees (b) In Foreign Currency 2. From Banks (a) In Rupees (b) In Foreign Currency 3. 4. From Others Buyers Credit 2,422,385 21,706 36,680 6,412 2,661,317 C. WORKING CAPITAL LOANS From Banks For Working Capital In Rupees 29,166 22,716 1,827,997 73,243 16,545 8,012 2,112,153 165,142 8,992 174,134 175,764 10,592 815,757 468,488 23,397 7,905 31,302 15,867 7,905 (375) 23,397
82
CONSOLIDATED SCHEDULE “D” (Contd.) D. ADVANCES FROM CLIENTS FROM GOVERNMENT DEPARTMENTS, PUBLIC SECTOR UNDERTAKINGS & OTHERS Secured against hypothecation of Construction Material and Plant & Machinery Interest Bearing E. LOAN FROM STATE GOVERNMENT [INTEREST FREE] CONSOLIDATED SCHEDULE “E” UNSECURED LOANS A. Foreign Currency Convertible Bonds B. Foreign Currency Loans from Banks [ECB] ECB [USD] ECB [GBP] ECB [CAD] C. Non Convertible Debentures [Repayable within one year - ` NIL ( Previous Year ` 14,216 Lakhs)] D. Short Term Loans From Financial Institutions From Banks From Others [Repayable within one year - ` 49,557 Lakhs; Previous Year ` 126,875 Lakhs)] E. Sales Tax Deferment Loan F. Commercial Papers [Maximum Amount outstanding during the Year ` 150,000 Lakhs] (Repayable within one year - ` 100,000 Lakhs; Previous Year ` 50,000 Lakhs) G. Bills Discounting (Repayable within one year - ` 32,725 Lakhs; Previous Year ` 19,684 Lakhs) H. Fixed Deposit Scheme (Repayable within one year - ` 52,974 Lakhs; Previous Year ` 52,629 Lakhs) I. From Others (Including Deposits from Stockists & Sales Promoters )
As At 31.03.2011 ` Lakhs
As At 31.03.2010 ` Lakhs
606 17,956 3,524,802
606 12,118 2,616,081
250,502 105,362 22,348 23,085 150,795 124,379 22,566 23,310
254,448
170,255 14,216
74,557 1,000 75,557
20,000 116,875 1,000 137,875
2,012 100,000
186 50,000
32,725
19,684
184,405
140,483
123,703 919,699
123,880 911,027
ANNUAL REPORT 2010-11
83
CONSOLIDATED SCHEDULE “F” - FIXED ASSETS
Particulars As on 01.04.2010 GROSS BLOCK Addition Sale/Transfer/ during the Discard/ year Adjustment during the year As on 31.03.2011 Upto 31.03.2010 DEPRECIATION For the Sale/ year Adjustment Upto 31.03.2011
` Lakhs
NETBLOCK As on As on 31.03.2011 31.03.2010
Goodwill on Amalgamation Land (a) Leasehold Land (b) Freehold Land Building Purely Temporary Erections Plant & Machinery Captive Thermal Power Plant Hydraulic Works Wind Turbine Generators Railway siding Golf Course Miscellaneous Fixed Assets (Hotel) Motor Vehicles Furniture & Office Equipment Ships:Boat Aeroplane / Helicopter Capital Assets - Not owned by the Company (Roads) Mining Rights Technical Books Intangible Assets - Deferred Revenue Expenditure - Fees Paid to Franchiser - Software PREVIOUS YEAR CAPITAL wORK-IN-PROGRESS
106,979 122,113 40,787 183,202 6,482 1,042,776 113,443 135,929 26,126 11,618 3,710 3,790 12,615 20,876 9 11,050 269 450 3 4,800 22 1,635 1,848,684 1,225,155
13,215 11,124 61,648 151 169,939 565 587 2,759 151 2,788 5,355 29 2,373 652 271,336 653,878
106,979 14,016 233 933 3,141 26 413 273 1 450 3 126,468 30,349
121,312 51,678 243,917 6,633 1,209,574 114,008 135,929 26,713 14,377 3,710 3,915 14,990 25,958 37 13,423 269 4,800 22 2,287 1,993,552 1,848,684
10,698 134 11,938 5,768 197,573 14,082 17,759 3,524 1,893 1,377 1,582 5,517 8,750 3 1,777 269 3 1,591 16 433 284,687 225,642
589 4,451 864 53,932 6,444 3,684 1,381 598 176 173 989 1,752 1 702 270 4 286 76,296 68,597
10,698 39 445 10 262 176 1 3 11,634 9,552
723 16,350 6,632 251,060 20,526 21,443 4,905 2,491 1,553 1,745 6,244 10,326 3 2,479 269 1,861 20 719 349,349 284,687
120,589 51,678 227,567 1 958,514 93,482 114,486 21,808 11,886 2,157 2,170 8,746 15,632 34 10,944 2,939 2 1,568 1,644,203 1,563,997 2,565,592
96,281 121,979 40,787 171,264 714 845,203 99,361 118,170 22,602 9,725 2,333 2,208 7,098 12,126 6 9,273 450 3,209 6 1,202 1,563,997 999,513 1,545,929
Note: Depreciation for the year, includes ` 11,456 Lakhs [Previous ` 9,119 Lakhs] on assets used for Projects under implementation and shown in Schedule “S” Expenditure During Construction Period. [ii] Sale/Transfer/Disposal of Leasehold Land for the year include ` 2850 Lakhs transferred to Projects Under Development as shown under Schedule “R” and also includes ` 9835 Lakhs being reversal of Revaluation Reserve on the Land transferred to Project Under Development. [iii] Capital Work-in-progress of ` 25,65,592 Lakhs is after transfer of ` 11335 Lakhs to Projects Under Development as shown under Schedule “R” . CONSOLIDATED SCHEDULE “G” As at 31.03.2011 ` Lakhs INVESTMENTS (AT COST) Other Investments (A) INVESTMENT IN ASSOCIATE COMPANIES In EQUITY SHARES - Unquoted , fully paid up (i) 10,000 Equity Shares of Jaiprakash Kashmir Energy Limited (10,000) of ` 10/- each (ii) 50,000 Equity Shares of Indesign Enterprises (P) Limited Cyprus (50,000) of Cyprus Pound 1/- each (iii) 736,620 Equity Shares of RPJ Minerals Private Limited (736,620) of ` 10/- each (iv) 23,575 Equity Shares of Sonebhadra Minerals Private Limited (23,575) of ` 10/- each (v) 10,500,000 Equity Shares of Madhya Pradesh Jaypee Minerals Limited of ` 10/- each (vi) 490,000 Equity Shares of MP Jaypee Coal Fields Limited (490,000) of ` 10/- each (vii) 4,900,000 Equity Shares of MP Jaypee Coal Limited (4,900,000) of ` 10/- each As at 31.03.2010 ` Lakhs
1 72 36 16 993 45 490 1,653
1 72 1,213 633 -
49 490 2,458
84
(Contd.) (i) (ii) (iii) (iv) (v) (vi) (vii) OTHER INVESTMENTS [a] In EQUITY SHARES - Quoted , fully paid up 15,350 Equity shares of Capital Trust Limited (15,350) of ` 10/- each 100 Equity Shares of IFCI Limited ` 10/(100) each (` 3,500/-) 721,600 Equity Shares of Indian Overseas Bank (721,600) Limited of ` 10/- each 165,900 Equity Shares of PNB Gilts Limited (165,900) of ` 10/- each 25,000 Equity Shares of Tourism Finance Corporation of (25,000) India Limited of ` 10/- each 868,000 Equity Shares of Sumeru Industries Limited (868,800) of ` 1/- each 20,000 Equity Shares of Saket Projects Limited (20,000) of ` 10/- each In EQUITY SHARES - Unquoted , fully paid up 5 Equity Shares of Makers Chamber VI Premises (5) Co-operative Society Limited, Bombay of ` 50/- each [` 250] 5 Equity Shares of Sanukt Members Association (5) of ` 100/- each [` 500] 2,035,000 Equity Shares of Jaypee DSC Ventures Limited (2,035,000) of ` 10/- each 840,000 Equity Shares of UP Asbestos Limited (840,000) of ` 10/- each [` 1] 6,765,000 Equity Shares of Jaypee Fertilizers & Industries Limited (-) of ` 10/- each - Equity Shares of Jaypee Agra Vikas Limited (50,000) of ` 10/- each BULLION Gold [27 kgs] INTEREST IN BENEFICIARY TRUST JHL Trust JCL Trust GACL Trust JEL Trust JPVL Trust IN UNITS OF EXCHANGE TRADED FUNDS, Quoted [Refer Schedule “T” of Sl.No.09(I) ] IN UNITS OF MUTUAL FUNDS , Unquoted [Refer Schedule “T” of Sl.No.09(II)] SHARE APPLICATION MONEY Jaypee Kashmir Energy Limited RPJ Minerals Pvt Ltd. Jaypee Agra Vikas Limited Madhya Pradesh Jaypee Minerals Limited [Associate Company] Jaypee Fertilizers & Industries Limited
As at 31.03.2011 ` Lakhs
As at 31.03.2010 ` Lakhs
2 72 50 5 6 2 137
2 72 50 5 6 2 137
(i)
204 677 -
204 881 5 209
(ii) (iii) (iv) (v) (vii)
(C) [D] (i) (ii) (iii) (iv) (v) [E] [F] [G] (i) (ii) (iii) (iv) (v)
260 4,603 33,105 19,606 3,085 198,594 4,603 33,105 19,606 3,085 -
260
258,993 21,408 22,108
60,399 5,520 35,415
101 50 5,511 10
5,672 311,112
101 50 1,315 -
1,466 105,864
Note: 1. Aggregate cost of Quoted Investments in Equity Shares [Market Value ` 1094 Lakhs Previous Year ` 721 Lakhs) Quoted Investments in Units of Exchange Traded Funds (Market Value ` 23405 Lakhs (Previous Year ` 5430 Lakhs)) Unquoted 2. Except investments in Units of Mutual Funds, Exchange Traded Funds , all investments are Non Trade, Long term Investments. 3. Since the Market Rate of Saket Project Limited was not available in any of the Stock Exchanges, Market Value has been considered equivalent to Face Value.
137 21,408 283,895
132 5,520 98,746
ANNUAL REPORT 2010-11
85
As at 31.03.2011 ` Lakhs CONSOLIDATED SCHEDULE “H” CURRENT ASSETS, LOANS & ADVANCES A. CURRENT ASSETS 1. INVENTORIES (As per inventories taken valued and certified by the Management) (a) Stores and Spare Parts (at cost) (b) Construction Materials (at cost) (c) Raw Materials - Cement Division (at cost) (d) Raw Materials - Asbestos Sheets (at cost) (e) Finished Goods - Cement Division (at estimated cost or net realisable value whichever is lower) (f) Finished Goods - Asbestos Sheets (at estimated cost or net realisable value whichever is lower) (g) Food and Beverage (at cost) (h) Stock in Process - Cement Division (at estimated cost) (i) Stock in Process - Asbestos Division (at estimated cost) (j) Work-in-Progress- Construction Division (at estimated cost) (k) Goods in Transit (at Cost) 2. PROJECTS UNDER DEVELOPMENT [at cost] [Refer Schedule R] 3. SUNDRY DEBTORS (Unsecured, considered good) (a) Debts outstanding for a period exceeding six months (i) From Overseas Works Less: Provision for writing of Iraq Claims (ii) From Others (iii) Considered Doubtful Less: Provision for Bad & Doubtful Debts (b) Other Debts 4. CASH AND BANK BALANCES (a) Cash,Cheques in hand & in transit (b) Balances with Scheduled Banks (i) In Current & Cash Credit Account (ii) In Fixed Deposits Account [Fixed Deposits of ` 10864 Lakhs (Previous Year ` 12396 Lakhs) pledged as Margin Money with Banks & Others] (iii) Balance in Dividend Account (c) Balance with Non-Scheduled (Foreign) Banks (i) In Current Account (d) In Trust & Retention Account (i) In Current Account (i) In Fixed Deposit Account 5. OTHER CURRENT ASSETS (a) Interest accrued on Fixed Deposits & Others [From Banks ` 6934 Lakhs (Previous Year ` 3609 Lakhs)] (b) Deferred Receivable
As at 31.03.2010 ` Lakhs
59,873 41,080 3,727 699 20,630
62,819 41,642 3,638 897 13,474
656
669
195 31,758 321 6,753 1,197 166,889 543,106
139 9,757 361 6,027 2,168 141,591 380,696
10,163 (10,163) 170,090 142 (142)
170,090 97,025 4,403
267,115
10,163 (10,163) 42,162 148 (148) 103,006 10,759 118,888 698,490
145,168
159,538 455,754
1,353
616,645 121
1,062 261 4,381 14,678 7,223
32,049 28,642
60,691 8,539
681,860
848,519
4,427
12,966 1,671,936
5,541
12,764 1,528,738
86
CONSOLIDATED SCHEDULE “H” (Contd.) B. LOANS AND ADVANCES (Unsecured, Considered Good) Advances to Suppliers, Contractors, Sub-Contractors & Others Advances for Land Staff Imprest and Advances Claims and Refunds Receivable Prepaid Expenses Deposits with Govt. Deptts.Public Bodies and others (a) Govt. Deptts.& Public Bodies (b) Others (i) Real Estate (ii) Others Work Contract Tax/ Sales Tax Recoverable Advance Tax & Income Tax deducted at source GRAND TOTAL CONSOLIDATED SCHEDULE “ I “ CURRENT LIABILITIES AND PROVISIONS A. CURRENT LIABILITIES Sundry Creditors (a) Due to Micro, Small and Medium Enterprises (b) Others Advance from Customers (a) Real Estate (b) Others Due to Staff Due to Directors Adjustable Receipts against Contracts (Against Bank Guarantees) (a) Interest Bearing (b) Non Interest Bearing Other Liabilities Expenses Payable Interest accrued but not due on loans Investor Education and Protection Fund: (Appropriate amounts shall be transferred to “Investor Education and Protection Fund” if and when due) Unclaimed Dividend B. PROVISIONS For Taxation For Gratuity For Provident Fund For Leave Encashment For Premium on Redemption of Debentures For Proposed Final Dividend For Tax on Proposed Final Dividend GRAND TOTAL CONSOLIDATED SCHEDULE “J “ MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) Preliminary Expenses Share & Debenture Issue Expenses
As at 31.03.2011 ` Lakhs
As at 31.03.2010 ` Lakhs
135,792 63,668 944 61,662 19,324 43,156 148,870 716 35,227 120,001 487
133,504 23,276 1,061 48,075 14,323
192,742 12,445 122,288 608,865 2,280,801
155,715 6,170 74,858 456,982 1,985,720
-
-
225,287 321,407 9,801
225,287
157,877 246,626 7,711
157,877
331,208 8,856 42
254,337 7,437 44
21,256 4,269
25,525 62,520 166 31,231
14,203 4,712
18,915 52,799 1,517 22,656
1,353 686,188 103,231 342 767 4,510 28,570 9,675 2,506 149,601 835,789
1,062 516,644 72,869 115 655 3,705 11,473 1,906 90,723 607,367
57 57
455 2,886 3,341
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2010-2011 ` Lakhs CONSOLIDATED SCHEDULE ‘’K” OTHER REVENUE Dividends from Non Trade Investments Dividends from Trade Investments [Mutual Funds] [Current Investments] Rent Machinery Rentals Profit on Sale of Equity Shares [Previous Year Profit on sale of shares held in beneficiary Trusts] Profit on Sale/Redemption of Preference Shares/ Mutual Funds Foreign Currency Exchange Rate Difference Interest (including ` 22,179 Lakhs from Banks), (TDS ` 2,289 Lakhs) Miscellaneous CONSOLIDATED SCHEDULE “L” (INCREASE) / DECREASE IN STOCKS & wORK IN PROGRESS OPENING STOCK Finished Goods Stock-in-process Opening Stock of new Subsidiary LESS:CLOSING STOCK Finished Goods Stock-in-process WORK-IN-PROGRESS- CONSTRUCTION DIVISION Opening Work-in-Progress Less: Closing Work-in-Progress 6,027 6,753 (726) (29,489) CONSOLIDATED SCHEDULE “M” MANUFACTURING ,CONSTRUCTION, REAL ESTATE INFRASTRUCTURE, HOTEL/ HOSPITALITY & POwER EXPENSES Raw Materials Consumed -Cement Division Raw Materials Consumed -Asbestos Sheets Construction Expenses Excise Duty on Clinkers Real Estate Infrastructure Expenses O & M charges for ICF to SJVNL Consumption of Food & Beverages etc. Hotel & Golf Course Operating Expenses Hire Charges & Lease Rentals of Machinery Power, Electricity & Water Charges Repairs & Maintenance of Machinery Repairs to Building and Camps Stores and Spares Consumed 59,564 3,547 16,047 6,267 152,405 158 1,833 3,507 380 72,639 5,957 4,486 16,743 34,302 6,027 21,286 32,079 53,365 (28,763) 14,123 10,118 14,123 10,118 361 24,602 3,520 2,537 72 1,489 262 164 51,316 180 127 23,749 11,004 88,363
2009-2010 ` Lakhs
264 494 61 58 131,635 849 15,840 8,755 157,956
6,057
24,241
28,275 10,091
36,887 3,510 20,785 33,771 214 1,468 2,982 131 46,766 18,822 2,538 13,889
88
CONSOLIDATED SCHEDULE “M” (Contd.) Coal Consumed Packing Materials Consumed Freight, Octroi & Transportation Charges Less:Attributable to Self Consumption Less:Clinker Transferred for Trial Run
2010-2011 ` Lakhs 91,703 20,685 38,184 494,105 38,370 455,735
2009-2010 ` Lakhs 52,195 12,310 21,329 267,597 23,297 855 243,445
CONSOLIDATED SCHEDULE “N” PERSONNEL Salaries, Wages & Bonus Gratuity Contribution to Provident & Other Funds Staff Welfare Employees Compensation Expense [ESPS] - Extraordinary Item 46,126 1,063 2,169 3,135 52,493 CONSOLIDATED SCHEDULE “O” SELLING & DISTRIBUTION EXPENSES Loading, Transportation & Other Charges Commission on Sales Sales Promotion 82,305 20,079 9,159 111,543 CONSOLIDATED SCHEDULE “P” OTHER EXPENSES Rent Rates & Taxes Insurance Travelling & Conveyance Bank Charges & Guarantee Commission Loss on Sale / Disposal/ Discard/Write-off of Assets (Net) Financing Charges Foreign Currency Rate Difference Postage,Telephone & Telex Light Vehicle Running & Maintenance Legal & Professional Charity & Donation Security & Medical Services Sundry Balances written off Provision for writing off Iraq Claims Provision for Bad and Doubtful Debts Directors’ Fees Amortisation of Land Premium Less: Transferred from Revaluation reserve 342 299 43 1,619 4,921 3,716 4,105 4,352 179 10,481 920 1,232 7,978 4,981 5,234 4 42 393 338 55 823 2,530 3,367 2,883 3,450 98 7,265 133 971 846 4,951 4,473 3,560 415 10,163 12 62 45,899 6,373 8,187 60,459 34,158 419 1,774 1,864 21,194 59,409
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CONSOLIDATED SCHEDULE “P” (Contd.) Miscellaneous Expenses Auditors’ Remuneration: Audit Fees Tax Audit Fees Other Services To Partners in other capacity: For Taxation Matters [` 12,000/-] For Management Services Reimbursement of Expenses Preliminary, Share & Debenture Issue & Other carry forward expenses written off 1 9 10 97 13 3
2010-2011 ` Lakhs 7,904 78 13
2009-2010 ` Lakhs 11,107
1 6 123 12 57,846 98 447 57,709
CONSOLIDATED SCHEDULE “Q” INTEREST Interest on Non -Convertible Debentures Interest on Term Loans Interest on Bank Borrowing & Others 31,561 120,680 35,228 187,469 CONSOLIDATED SCHEDULE “R” PROJECTS UNDER DEVELOPMENT Opening Balance as on 1st April Purchase of Land for development Expenses On Development during the year Transfer from Fixed Assets [Leasehold Land] Transfer from Capital Work in Progress Construction Expenses Technical Consultancy Personnel Expenses Sales and Promotional Expenses Interest and Financing Charges Administrative and Other Expenses Less: Cost of Infrastructure & Construction of Properties developed and under Development Balance Carried to Schedule H- A-2 2,850 11,335 149,376 2,744 4,415 14,661 31,485 2,109 705,022 161,916 543,106 60,223 2,345 4,782 703 29,256 3,411 419,597 38,901 380,696 380,696 105,351 113,869 205,008 24,582 86,759 17,297 128,638
90
2010-2011 ` Lakhs CONSOLIDATED SCHEDULE “S” EXPENDITURE DURING CONSTRUCTION PERIOD Opening Balance Opening Balance of new Subsidiaries Electricity, Power and Fuel Salary, Wages & Staff Welfare Site / Quarry Development, Compensation & Survey Expenses Repair and Maintenance Consultancy, Legal and Professional Insurance License, Application Fee, Rent, Rates and Taxes Safety & Security LC Commission,Bank Charges and Bank Guarantee Commission Freight and Material Handling Environmental, Ecology, Afforestation, Catchment Area Treatment and Compensation Light Vehicle running & Maintenance Travelling and Conveyance Vehicle/ Machinery Hire Charges and Lease Rent Directors’ Sitting Fees Miscellaneous Advertisement / Business Promotion Expenses Foreign Exchange Fluctuations Interest and Financial Charges Audit Fees Depreciation Less: Interest Received Miscellaneous Receipt Less: Provision for Taxation Less:Capitalised/ Transferred During the Year Carried Over to Balance Sheet [included in Capital work-in-Progress] 8,472 1,038 9,510 171 9,339 603,612 61,473 542,139 2,120 865 2,985 414 320,734 2,735 23,691 2,924 2,832 7,624 2,280 460 2,801 3,530 3,496 1,168 1,008 1,958 2,357 15 6,350 3,556 7,496 204,434 46 11,456 612,951
2009-2010 ` Lakhs
211,222 757 3,270 17,585 13,111 1,256 9,182 3,996 600 1,287 7,292 2,977 8,929 931 1,771 2,739 21 4,713 3,867 (49,750) 157,330 32 9,119 412,237
2,571 409,666 88,932 320,734
ANNUAL REPORT 2010-11
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CONSOLIDATED SCHEDULE “ T’’ ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED ACCOUNTS [A] SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation Statements: of Consolidated Financial
The liability is provided for on the basis of actuarial valuation made at the end of each financial year. The actuarial valuation is made on Projected Unit Credit method. Inventories: The inventories resulting from intra-group transactions are stated at cost after deducting unrealised profit on such transaction. The inventories are valued on the basis of weighted Average Cost Method. Stock of Cement/ Asbestos Sheets is valued at estimated cost or net realisable value, whichever is less. Value of Cement, Asbestos Sheets and Clinker lying in the factory premises includes excise duty, pursuant to the Accounting Standard (AS-2) [Revised].
The Consolidated Financial Statements are prepared in accordance with Accounting Standards [AS 21] on Consolidated Financial Statements, Accounting for Investment in Associates in Consolidated Financial Statements [AS 23] and Financial Reporting of Interests in Joint Ventures [AS 27]. The Financial statements of the Subsidiary Companies including Joint Venture Subsidiaries used in the consolidation are drawn upto the same reporting date, as that of the Parent Company, Jaiprakash Associates Limited (JAL). The Accounts are prepared on the historical cost basis and on the principles of a going concern.
[ii] [iii]
[ii]
[iii]
[iv] Work-in-Progress and Material-in-Process are valued at estimated cost. [v] Hotel Business - Stock of Food, Beverages, operating Stores and Supplies are valued at cost. Consumption of material is valued at Cost. Monetary Assets and Liabilities related to Foreign Currency transactions and outstanding, except assets and liabilities hedge by a hedged contract, at the close of the year, are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet. Monetary Assets and Liabilities hedged by a hedge contract are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet adjusted to the rates in the hedge contracts. The exchange difference arising either on settlement or at reporting date is recognised in the Profit & Loss Account except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets. Transactions in Foreign Currency are recorded in the Books of Account in Indian Rupees at the rate of exchange prevailing on the date of transaction.
[iv] Accounting Policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles. Principles of Consolidation: The Financial Statements of JAL and its subsidiaries including Joint Venture Subsidiaries are consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances, intra-group transactions and unrealised profits/ losses. The Financial Statements of JAL and its subsidiaries are consolidated using uniform accounting policies for like transactions and other events in similar circumstances. The difference between the cost to JAL of its investments in each of the subsidiaries over its share of equity in the respective subsidiary, on the acquisition date, is recognised in the financial statement as Goodwill or Capital Reserve, as the case may be, Goodwill is amortised over a period of ten years.
Foreign C urrency Transactions:
[ii]
[ii]
[iii]
[iii]
Revenue Recognition: Revenue/Income and Cost/Expenditure are accounted for on accrual basis as they are earned or incurred. Fixed Assets: Fixed Assets are stated at Cost of acquisition or construction inclusive of freight, erection & commissioning charges, duties and taxes, expenditure during construction period, interest on borrowing and financial cost upto the date of acquisition/ installation. Depreciation: Depreciation has been provided @ 2.71% p.a. on straight line method on Hydro Electric Plant as approved by the Ministry of Company Affairs, Government of India. Depreciation on Fixed Assets other than (i) above is provided on Straight Line Method as per the classification and on the basis of Schedule-XIV to the Companies Act, 1956.
[iv] The Company uses foreign currency contracts to hedge its risks associated with foreign currency fluctuations. The Company does not use derivative financial instrument for speculative purposes. Research and Development: Revenue expenditure on Research and Development is charged to Profit & Loss Account in the year in which it is incurred. Capital expenditure on Research and Development is shown as an addition to Fixed Assets. Expenditure During Construction Period: Expenditure incurred on projects during implementation is capitalised and apportioned to various assets on commissioning of the project. Earnings Per Share: Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed by dividing adjusted net profit after tax by the aggregate of weighted average number of equity shares and dilutive potential equity shares outstanding during the year. Borrowing Costs: Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to get ready for intended use or sale. All other borrowing costs are charged to revenue. Segment Reporting: Revenue, operating results, assets and liabilities have been identified
[ii]
Investments: Long term Investments are stated at Cost and where there is permanent diminution in the value of investments a provision is made wherever applicable. Current Investments are carried at lower of cost or quoted/ fair value, computed categorywise. Dividend is accounted for as and when received. Employee Benefits: Employee Benefits are provided in the books as per AS -15 (revised) in the following manner : [ii] Provident Fund and Pension contribution - as a percentage of salary/wages is a Defined Contribution Scheme. Gratuity and Leave Encashment is a defined benefit obligation.
92
to represent separate segments on the basis of their relationship to the operating activities of the segment. Assets, Liabilities, Revenue and Expenses which are not allocable to separate segment on a reasonable basis, are included under “Unallocated”. Taxes on Income: Deferred Tax Liability is provided in accordance with Accounting Standard [AS-22]. Deferred Tax Asset and Deferred Tax Liability are stated as the aggregate of respective figures in the separate Balance Sheets. Provisions, Contingent Liabilities and Contingent Assets [AS29]: Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements. Premium on Redemption of Debentures Premium paid/ payable on Redemption of Debentures, net of tax impact, are adjusted against the Securities Premium Account. NOTES TO THE ACCOUNTS 01 [a] Subsidiaries The Consolidated Financial Statements present the Consolidated Accounts of Jaiprakash Associates Limited with its following Subsidiaries: Name of Subsidiaries / Joint Venture Subsidiaries Country of Incorporation Proportion of Ownership Interest as at 31st March, 2011 India 67.93% India India India India India 100% 74% 83.16% 74% 74%
[n] [o]
Jaypee Agra Vikas Limited India 100% Jaypee Cement Corporation India 100% Limited [p] Jaypee Fertilizers & India 100% Industries Limited * Jaypee Karcham Hydro Corporation Limited merged with Jaiprakash Power Ventures Limited [JPVL] w.e.f 01.04.2010. The Shares in merged entity has been allotted on 06.08.2011, However the shares are taken into consideration in computing % of shares held in JPVL Significant Accounting Policies and Notes to these Consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding the consolidated position of the Companies. Recognising this purpose, the Company has disclosed such Policies and Notes from the individual financial statements, which fairly present the needed disclosure. The Consolidated Financial Statements does not include the financial statements of Jaypee Fertilizers & Industries Limited [Subsidiary Company] since the first financial year of Jaypee Fertilizers & Industries Limited will be ending on 31.08.2011. Contingent Liability not provided for in respect of : ` Lakhs As at 31.03.2011 [a] Outstanding amount of Bank Guarantees Margin Money deposited against the above Outstanding Letters of Credit Margin Money deposited against the above [c] Liability on account of Custom duty on non fulfillment of Export obligation under EPCG scheme Matters under Appeal [ with Excise, Sales Tax, and other Government Authorities] Amount deposited under protest Bank Guarantee deposited under protest [included in 02[a] above] [e] [f] Income tax matters under Appeal Other Claims against the Company not acknowledged as debts Amount deposited under protest 253,747 1,980 139,364 217 4,826 As at 31.03.2010 221,967 5,531 161,018 408 10,179
02
[a]
Jaiprakash Power Ventures Limited [JPVL]* Jaypee Ganga Infrastructure Corporation Limited[JGICL] [c] Bhilai Jaypee Cement Limited [BJCL] [d] Jaypee Infratech Limited [JIL] [e] Gujarat Jaypee Cement and Infrastructure Limited [GJCIL] [f] Jaypee Power Grid Limited [JPPGL] (Subsidiary of Jaiprakash Power Ventures Limited) [g] Himalyan Expressway Limited [HEL] [h] Jaypee Sports International Limited [JPSI] Bokaro Jaypee Cement Limited[BoJCL] [j] Jaypee Arunachal Power Limited (Joint Venture Subsidiary of JPVL) [k] Sangam Power Generation Company Limited (Subsidiary of Jaiprakash Power Ventures Limited) [l] Prayagraj Power Generation Company Limited (Subsidiary of Jaiprakash Power Ventures Limited) [m] Jaypee Meghalaya Power Limited (Subsidiary of Jaiprakash Power Ventures Limited)
[d]
99,449
64,913
28,720 16,064
21,224 14,037
India India India India
100% 90.56% 74% 100%
2,309 42,975
3,326 42,077
1,801 527
560 427
India
100%
Bank Guarantee deposited under protest [included in 02[a] above] 03 Estimated amount of Contract remaining to be executed on capital account and not provided for (net of advances)
India
100%
5,027,390
5,726,031
India
100%
04
In the opinion of Board of Directors, the “Current Assets, Loans and Advances” have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
ANNUAL REPORT 2010-11
93
05
(a)
The provision for taxation is the sum of provisions made for taxation in the separate accounts of the Holding and Subsidiaries. Deferred Tax: (i) Deferred Tax Liability on account of: Depreciation Others Deferred Tax Assets on account of: Employees’ Benefits Others Net Deferred Tax Liability 1,742 3,481 5,223 121,501 2,713 1,366 4,079 92,313 08 As at 31-3-2011 97,410 29,314 126,724 (` Lakhs) As at 31-3-2010 80,160 16,232 96,392 07 06
(ii)
(b)
Deferred Tax [Net] amounting to ` 29,159 Lakhs [Previous year ` 23,351 Lakhs] has been recognised in the Consolidated Profit & Loss Account for the year ended 31.03.2011. Plant & Machinery includes a sum of ` 6,467 Lakhs [Previous Year ` 6,467 Lakhs] 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 Baspa-II Hydro-Electric Project. The maintenance cost of ICF is paid to SJVNL. The Trust and Retention Account [refer Schedule “H”] is maintained pursuant to the stipulations of the “Financing Agreements” executed with the Lenders. (` Lakhs) As at 31-3-2011 Capital Work-in-progress includes Civil Works, Machinery Under Erection and in transit, Construction, Advance to Suppliers, Pre-operative Expenses and Incidental Expenditure Pending Allocation As at 31-3-2010
2,565,592
1,545,929
09
Particulars of Investments in Units of Exchange Traded Funds [ETF] & Mutual Funds as on date of Balance Sheet: Name of Mutual Fund/ ETF [a] [c] [II] [a] [c] [d] [e] [f] [g] [h] [j] [k] [l] [m] [n] [o] [p] [q] [r]
94
Name of Mutual Fund/ ETF [v] [w] [x] [y] [z] [aa] [ab] [ac] [ad] [ae] ICICI Prudential Institutional Short Term Plan - Cumulative ICICI Prudential Institutional Short Term Plan - Monthly Dividend IDFC Super Saver Income Fund - Short Term - Plan C Monthly Dividend Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan Birla Sun Life Dynamic Bond Fund - Retail Plan - Monthly Dividend Kotak Flexi Debt Scheme Institutional - Daily Dividend Reinvestment HDFC Cash Management Fund - Treasury Advantage Plan - Retail - Daily Dividend Reinvestment Birla Sunlife Saving Fund - Institutional - Daily Dividend Reinvestment ICICI Prudential Flexible Income Plan Premium - Daily Dividend LIC MF Income Plus Fund - Daily Dividend Reinvestment
Units -
2010-11 ` Lakhs -
Units 5,230,262 7,019,282 4,947,115 10,117,688 9,764,683 5,205,404
2009-10 ` Lakhs 1,000 850 500 1,012 1,018 523
148,082,899
22,108
1,309,628 308,602 28,318 252,696,605 307,899,461
131 31 30 25,270 35,415
10
Managerial remuneration paid/payable by the Company and its subsidiaries to Managing/ Whole-time Directors [excluding Provisions for Gratuity & Leave Encashment on Retirement]: 2010-11 ` Lakhs Salaries Provident Fund Contribution Perquisites 1,309 123 701 2,133 2009-10 ` Lakhs 1,004 115 716 1,835
[xv] [xvi] [xvii] [xviii] [xix] [xx] [xxi] [xxii] [xxiii] [xxiv] [xxv] [xxvi] [xxvii] [xxviii] [xxix] [xxx] [xxxi] [xxxii] [xxxiii]
Jaypee International Logistics Company Private Limited Jaypee Hotels Limited Jaypee Mining Venture Private Limited Jaypee Infra Ventures Indus Hotels UK Limited Ceekay Estates Private Limited Jaiprakash Exports Private Limited Bhumi Estate Developers Private Limited PAC Pharma Drugs and Chemicals Private Limited Jaypee Technical Consultants Private Limited Jaypee Uttar Bharat Vikas Private Limited Kanpur Fertilizers & Cement Limited Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011] MP Jaypee Coal Fields Limited GM Global Mineral Mining Private Limited Ibonshourne Limited Power Grid Corporation of India Limited Steel Authority of India Limited Gujarat Limited Mineral Development Corporation
11
Share Capital Suspense in Minority Interest represent Equity Shares to be allotted by Jaiprakash Power Ventures Limited [JPVL] [Subsidiary Company] on Amalgamation of Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited with JPVL. Related Parties disclosures, as required in terms of Accounting Standard [AS 18] are given below: [a] Associate Companies: [ii] [iii] [iv] [v] [vi] [vii] [viii] [ix] [x] [xi] [xii] [xiii] [xiv] Jaypee Ventures Private Limited Jaypee Development Corporation Limited Jaiprakash Kashmir Energy Limited JIL Information Technology Limited Gaur & Nagi Limited Indesign Enterprises Private Limited Sonebhadra Minerals Private Limited RPJ Minerals Private Limited Jaiprakash Agri Initiatives Company Limited Tiger Hills Holiday Resort Private Limited Anvi Hotels Private Limited Sarveshwari Stone Products Private Limited Rock Solid Cement Limited MP Jaypee Coal Limited
12
[xxxiv] Vasujai Estates Private Limited [xxxv] Samsun Estates Private Limited [xxxvi] Sunvin Estates Private Limited [xxxvii] Manumanik Estates Private Limited [xxxviii] Arman Estates Private Limited [xxxix] Suneha Estates Private Limited [xl] [xli] Pee Gee Estates Private Limited Vinamra Limited Housing & Constructions Private
ANNUAL REPORT 2010-11
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Associate Companies at Sl.No.[xxxiv] to [xli] merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009 Key Management Personnel: Whole time Director Jaiprakash Associates Limited Shri Manoj Gaur, Executive Chairman & C.E.O. [ii] Shri Sunil Kumar Sharma, Executive Vice Chairman [iii] Shri Sunny Gaur [iv] Shri Pankaj Gaur [v] Shri Shyam Datt Nailwal [vi] Shri Ranvijay Singh [vii] Shri Ravindra Kumar Singh [viii] Shri Rahul Kumar Jaiprakash Power Ventures Limited Shri Suren Jain, Managing Director and CFO [ii] Shri G.P.Gaur (w.e.f. 01.02.2011) [iii] Shri R.K.Narang [iv] Shri Suresh Chandra [v] Shri J.N.Gaur (till 30.09.2010) Jaypee Karcham Hydro Corporation Limited * Shri Dharam Paul Goyal, Managing Director [ii] Shri Praveen Kumar Singh [iii] Shri Ravindra Mohan Chadha Bina Power Supply Company Limited * Shri P. K. Jain [ii] Shri V.K. Srivastav * merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010 Jaypee Infratech Limited Shri Sameer Gaur (till 31.10.2010) [ii] Shri Sachin Gaur [iii] Smt Rita Dixit [iv] Smt Rekha Dixit (w.e.f. 01.06.2010) [v] Shri Har Prasad [vi] Shri Om Prakash Arya (till 20.12.2010) [vii] Shri Anand Bordia (till 31.01.2011) [viii] Shri S.K.Dodeja (till 21.09.2010) Jaypee Power Grid Limited Shri Rajiv Ranjan Bhardwaj, Managing Director [ii] Shri Prabhakar Singh Himalyan Expressway Limited Shri K.C. Batra Bhilai Jaypee Cement Limited Shri Sunil Joshi [ii] Shri K.P. Sharma Jaypee Sports International Limited Shri Sameer Gaur, Managing Director & CEO (w.e.f. 01.11.2010) [ii] Smt Rekha Dixit (01.04.2010 to 30.05.2010) Prayagraj Power Generation Company Limited Shri Rakesh Sharma, Managing Director [ii] Shri Ramesh Chandra Srivastav (w.e.f. 12.08.2010) [iii] Shri Arun Gupta (till 31.08.2010) Sangam Power Generation Company Limited Shri Siddeshwar Sen (w.e.f. 01.08.2010)
[c]
[ii] Shri V.K. Agarwal (w.e.f. 15.11.2010) Relatives of Key Management Personnel, where transactions have taken place Shri Gyan Prakash Gaur [ii] Shri Naveen Kumar Singh [iii] Smt. Neha Goyal [iv] Shri P.K.Jain [till 31.03.2010] [v] Smt. Manju Sharma [till 30.06.2009] [vi] Smt. Rekha Dixit [till 31.08.2009]
Transactions carried out with related parties referred to above: ` Lakhs Nature of Transactions Income Cement Sales Sales of Land Service Charges Dividend Others Expenses Design Engineering and Technical Consultancy Management Fees Security & Medical Services Salaries & Other Amenities etc. Rent Fixed Assets & Other Materials Purchased Other Expenses Others Purchase of Shares Sale/Redemption of Preference Shares during the year Shares Allotted during the year Shares Application Received during the year Outstanding Receivables Referred in 1(a) above 126 (31) 25,357 99 (3) (230) 43 Referred in 1(b) above Referred in 1(c) above -
18,128 (14,432) 1,239 9,897 (6,606) 186 (60) 1,770 (2,836) 273 (576) 22,264 (539) (840) 2,358 24,000 -
2,133 (1,835) -
103 (159) 3 (5)
171,387 (123,487) Payables 4,956 58 (2,765) (51) Note: Previous Year figures are given in brackets.
96
13
Segment Information Business Segment:
Cement / Cement Products Hotel / Hospitality/ Sports
` Lakhs
Infrastructure Project
Particulars [A] Segment Revenue External Inter Segment Revenue Segment Results Profit/(Loss) before Tax, Interest and Minority Interest Less: Interest Profit before Tax Profit on Sale of Equity Shares (Previous Year held through beneficiary Trust) Provision for writing off claims - Iraq Works Employee Compensation Expense - [ESPS] Profit before Tax Provision for Tax Current Tax Deferred Tax Excess Provision for Income Tax in Earlier Years Reversed Profit after Tax before Minority Interest [C] Other Information Segment Assets Segment Liabilities Total Loan and Interest payable thereon Capital Expenditure during the year including CWIP Depreciation Non Cash expenditure other than deprecation
Construction
Power
Real Estate
Investments
Others
Unallocated
Total
86,836 (132,739) 517,909 (402,384) 51,318 (49,421)
525,669 (371,867) 42,669 (24,815) 78,436 (105,614)
257,886 (2,500) 20,527 (61,581) 170,116 (2,268)
17,769 (15,236) 334 (197) 1,515 (898)
78,442 (73,788) 55,340 (54,109)
171,027 (65,357) 90,495 (25,982)
1,741 (1,607) 1,741 (1,607)
224 (1,222) 812 (1,338) (-) 785 (-) (100)
23,387 (14,560) (-) 3,254 (-) (10,760)
1,162,981 (678,876) 582,251 (490,315) 444,922 (229,039) (-) 187,469 (-) (128,638) 257,453 (100,401)
51,316 (131,635) (-) (-) (10,163) (-) (-) (21,194) 308,769 (200,679) 75,116 (59,144) 29,159 (23,351) 1,409 (-) 205,903 (118,184) 418,934 (377,588) 86,107 (68,290) 1,785,096 (1,423,446) 152,728 (111,341) 1,168,924 (685,913) 195,503 (129,306) 202,955 (127,785) 19,823 (6,327) 1,654,691 (1,168,465) 55,182 (28,457) 449,993 (366,081) 146,392 (138,905) 311,112 (105,864) 30,000 (25,772) 2,322 (1,178) 759,749 (890,206) 165,551 (110,184) 6,781,454 (5,171,120) 823,608 (593,988) 4,444,501 (3,527,108) 19,834 (18,180) 1,985 (2,992) 340,062 (297,328) 48,526 (31,219) 738 (507) 278,404 (261,707) 863 (59) 76,921 (77,301) 1,622 (1,706) 21 (23) 554,130 (452,013) 10,076 (10,141) 32 (3) 3,500 (5,300) 159 (63) 23 (32) 9,112 (8,176) 465 (208) 10,158 (237) 939 (832) 645 (1,134) 1,292,121 (1,120,242) 64,635 (47,220) 1,459 (1,699)
ANNUAL REPORT 2010-11
97
[a] [c]
Segments have been identified in accordance with Accounting Standards on Segmental Reporting [AS-17] taking into account the organisational structure as well as differential risk and returns of these segments. Business Segment has been disclosed as the primary segment. Types of Products and Services in each Business Segment: [ii] [iii] [v] Construction Cement/Cement Products Hotel/Hospitality/Sports Power Civil Engineering Construction/EPC Contracts/Expressway Manufacture and Sale of Cement, Clinker and Cement Products Hotels, Golf Course, Resorts, SPA and Sports Real Estate Development Generation and Sale of Power [Hydro, Wind and Thermal Power] Expressways Investments in Companies Includes Heavy Engineering Works, Hitech Castings, Coal, Waste Treatment Plant.
[iv] Real Estate [vi] Infrastructure Projects [vii] Investments [viii] Others [d] [e] 14
Segment Revenues, Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis. Segment Assets exclude Miscellaneous Expenditure & Deferred Tax Asset. Segment Liability exclude Deferred Tax Liability.
In accordance with the Accounting Standard [AS-20] on ‘Earnings Per Share”’ computation of Basic and Diluted Earnings per Share is as under: 2010-2011 ` Lakhs 2009-2010 ` Lakhs 111918 21194 133112 14 111932 133126
[a]
Net Profit for Basic Earnings Per Share as per Profit & Loss Account after extraordinary item Add Employee Compensation Expense - [ESPS] [Extraordinary Item] Net Profit for Basic Earnings Per Share as per Profit & Loss Account before extraordinary item Add Adjustment for the purpose of Diluted Earnings Per Share Net Profit for Diluted Earnings Per Share as per Profit & Loss Account after extraordinary item Net Profit for Diluted Earnings Per Share as per Profit & Loss Account before extraordinary item
179279 179279 2 179281 179281
Weighted average number of equity shares for Earnings Per Share computation: [ii] [iii] [iv] [v] Number of Equity Shares at the beginning of the year Number of Shares allotted during the year Weighted average shares allotted/to be allotted during the year Number of potential Equity Shares Weighted average for: [a] Basic Earnings Per Share Diluted Earnings Per Share 2,125,812,313 2,214,256,195 ` 8.43 ` 8.10 ` 8.43 ` 8.10 ` 2.00 2,113,612,351 2,225,308,510 ` 6.30 ` 5.98 ` 5.30 ` 5.03 ` 2.00 2,124,634,633 1,798,549 1,177,680 88,443,882 1,183,800,579 940,834,054 929,811,772 111,696,159
[c]
Earnings Per Share before extraordinary [ii] Basic Diluted Basic Diluted
[d]
Earnings Per Share after extraordinary [ii]
[e]
Face Value Per Share
98
15
The Central Government in exercise of the powers conferred by sub-section 8 of section 212 of the Companies Act 1956 has directed vide Ministry of Corporate Affairs General Circular no 2/2011 dated 08th February 2011 that the provisions contained in sub-section (1) of section 212 of the Companies Act 1956, requiring annual accounts of the Subsidiaries to be attached to the annual accounts of the Holding Company, shall not apply subject to, inter alia, Board of directors of the Company has by Resolution given consent for not attaching the Balance Sheet of the Subsidiary companies, presentation of Audited Consolidated Financial Statements in compliance with applicable Accounting Standards, and disclosure of following information: ` Lakhs
Prayagraj Power Generation Co. Ltd. Jaypee Power Grid Ltd. Jaypee Himalyan Infra-tech Expressway Ltd Ltd. Bhilai Jaypee Cement Ltd. Jaypee Arunachal Power Ltd Bokaro Jaypee Cement Ltd Madhya Pradesh Jaypee Minerals Ltd.
Jaiprakash
Power Ventures Ltd.
Sangam Power Generation Co. Ltd.
Capital (including Share Application Money) Reserves
Total Assets
Total Liabilities (including Loans)
262,476 (209,568) 254,589 (128,212) 1,838,130 (912,506) 1,321,065 (574,726)
55,198 (15,198) -7 (-7) 55,248 (23,759) 57 (8,568)
67,819 (24,319) -6 (-6) 142,540 (84,359) 74,727 (60,046)
25,000 (22,250) (184) 84,800 (68,205) 59,984 (45,955)
138,893 (122,600) 337,400 (76,685) 1,422,545 (972,617) 946,252 (773,332)
11,809 (11,809) 8,429 (5,500) 51,259 (31,639) 31,021 (14,330)
20,196 (20,196) 6,972 (14,179) 101,235 (95,547) 74,067 (61,172)
Jaypee Ganga Infrastructure Corporation Ltd. 56,600 (42,185) 56,751 (42,393) 151 (208) 20,000 (16,250) -225 (-126) 20,009 (16,854) 234 (730) 11,869 (9,267) -34 39,947 (14,097) 28,112 (4,830)
Jaypee Gujarat Jaypee Agra Jaypee Jaypee Jaypee * Bina Power Sports Jaypee Vikas Ltd. Meghalaya Cement Karcham * Supply International Cement & Power Ltd. Corporation Hydro Company Ltd. Infrastructure Ltd. Corp. Ltd. Ltd. Ltd. 64,200 1,185 58,380 500 8,800 (55,200) (1,185) - (132,500) (22,416) -202 -200 -2 -3452 (-202) (-201) (-85) 297,117 1,258 70,690 501 13,662 (191,030) (1,234) - (474,121) (74,447) 233,119 73 12,510 3 8,314 (136,032) (49) - (341,822) (52,116)
(6,215) (6,326) (111)
Investment Details (including Share held in Trusts and Share Application Money)
Turnover (including Other Income)
Profit Before Taxation
Provision for Taxation
(-201) -
(-85) -
-
Profit After Taxation 8,071 (-6) (48,749) (-64) (-483) (-126) -
360,630 (142,096) 84,074 (71,778) 20,646 (30,339) 4,135 (5,185) 16,511 -202 -
(-7) (-7) -
(-6) -
-184 -184
279,863 (65,286) 181,464 (58,735) 37,958 (9,986) 143,506
(-64) -
33,287 (5,618) -8,869 (-490) 2,181 (-7) -11,050
-
-99 (-126) -99
-34 -34
-202 -
-
-200 -200 -
-2 -2 -
-2413 (80) -2333 -
(-201) -
(-85) -
-
(25,154)
Proposed Dividend [including Dividend Distribution Tax]
-
* Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010. 16 Figures for the previous year have been regrouped/ recast/ rearranged wherever considered necessary to confirm to this year’s classification. 17 Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Parent Company’s Financial statements. For and on behalf of the Board MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman Gopal Das Bansal Sr. Vice-President [Accounts] Ram Bahadur Singh C.F.O. [Cement] Harish K. Vaid Sr. President [Corporate Affairs] & Company Secretary Rahul Kumar Director & C.F.O. Shyam Datt Nailwal Director [Finance]
Signatures to Schedules “A” to “T” For M.P. Singh & Associates Chartered Accountants
M.P. Singh Partner M.No.1454, Firm Regn No.002183C
ANNUAL REPORT 2010-11
Place : Noida Dated : 12th August, 2011
99
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2011 2010-2011 ` Lakhs (A) CASH FLOW FROM OPERATING ACTIVITIES: Net Profit before Tax and Minority Shareholders Interest as per Profit & Loss Account Add back: (a) Depreciation (b) Deferred Revenue on account of advance against depreciation (c) Miscellaneous Expenses (Amortized) (d) Interest on Borrowings (e) Employee Compensation Expense (f) Loss on sale of fixed assets 308,769 2009-2010 ` Lakhs 200,679
64,635 7,905 1,419 187,469 179 261,607 570,376
47,220 7,530 2,015 128,638 21,194 98 206,695 407,374 (15,840) (758) (131,635) (849) (119) (77,232) 493,144 (149,201) 258,173 (68,884) (33,434) (265,268) 656 (49,030) (398,358) 94,786 (415,960) (157,787) 161,389 3,602 (35,688) (32,086)
Deduct: (a) Interest Income (b) Dividend Income (c) Profit on Sale of Equity Shares [Previous Year - held through Beneficiary Trusts] (d) Profit on Sale/Redemption of Preference Shares/Mutual Funds (e) Other Income Operating Profit before Working Capital Changes Deduct: (a) (Increase)/ Decrease in Sundry Debtors (b) (Increase)/ Decrease in Inventories (c) (Increase)/ Decrease in Projects under Development (d) (Increase)/Decrease in Other Receivables (e) (Increase)/ Decrease in Loan and Advances
(23,749) (1,561) (51,316) (180) (426)
(121,506) (24,741) (148,225) 1,114 (105,000)
Add: Increase/ (Decrease) in Trade Payables & other Liabilities Cash Generated from Operations Deduct: Tax Paid [except Tax paid on Profit on sale of Equity Shares] CASH INFLOW / (OUTFLOW) FROM OPERATING ACTIVITIES “A” (B) CASH FLOW FROM INVESTING ACTIVITIES: Outflow: (1,290,924) (a) For Fixed Assets and Capital Work in progress (28,426) (b) Purchase of Investments in Equity Shares [including Share Application Money] (312,969) (c) Purchase of Investments in units of Mutual Fund/ Exchange Traded Funds (301) (d) Miscellaneous Expenditure Inflow: (a) Sale/Transfer of Fixed Assets (b) Sale/Redemption of Investments in shares/Mutual Fund (c) Sale of Equity Shares [Previous Year held in beneficiary trusts] (d) Interest Received (e) Dividend Received (f) Other Income Deduct: Tax Paid on Profit on Sale of Equity Shares NET CASH USED IN INVESTING ACTIVITIES
160,930 255,716 (80,547) 175,169
(1,120,242) (1,877) (179,144) (2,995) (1,632,620) (1,304,258) 3,702 149,185 168,079 13,204 758 119 394,640 (10,228) (1,248,208) 335,047 (22,371) (991,582)
2,336 310,568 57,316 22,433 1,561 426
“B”
100
2010-2011 ` Lakhs (C) CASH FLOW FROM FINANCING ACTIVITIES: Inflow: (a) Increase in Share Capital (Refer Note No.1) (b) Increase in Security Premium (Refer Note No. 1 & 2) (c) Increase in Minority Interest (d) Increase in Capital Reserve (e) Increase in Borrowings (Net) Outflow (a) Interest Paid (b) Dividend Paid (including Tax on Dividend) NET CASH FROM FINANCING ACTIVITIES CASH AND CASH EQUIVALENT ADJUSTMENT NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AS AT 01.04 (OPENING BALANCE) CASH AND CASH EQUIVALENTS AS AT 31.03. (CLOSING BALANCE)
2009-2010 ` Lakhs
36 144,236 46,857 2,929 914,840 1,108,898 (178,894) (23,601) (202,495) “C” “D” “A+B+C+D” 906,403 (23) (166,659) 848,519 681,860
311 8,348 9,624 5,700 1,595,093 1,619,076 (119,503) (19,527) (139,030) 1,480,046 456,378 392,141 848,519
Notes: 1. 2. 3. 4. Increase in Share Capital & Security Premium is on account of Conversion of Foreign Currency Convertible Bonds issued by the Parent Company into Equity Shares. Correspondingly, the Borrowings have been decreased. Increase in Security Premium also includes premium received on Public Issue of Equity Shares by Jaypee Infratech Limited [Subsidiary Company]. Impact in Cash Flows on account of changes in ownership of Subsidiaries have been effected. Previous Year Figures had been regrouped/rearranged wherever necessary.
FOR AND ON BEHALF OF THE BOARD For M.P. Singh & Associates Chartered Accountants M.P. SINGH Partner M.No.1454, Firm Regn No.002183C GOPAL DAS BANSAL RAM BAHADUR SINGH Place : Noida Dated : 12th August, 2011 Sr. Vice-President [Accounts] C.F.O. [Cement] HARISH K. VAID Sr. President [Corporate Affairs] & Company Secretary RAHUL KUMAR Director & C.F.O. MANOJ GAUR Executive Chairman & C.E.O. SUNIL KUMAR SHARMA Executive Vice Chairman SHYAM DATT NAILWAL Director [Finance]
ANNUAL REPORT 2010-11 101
NOTES
102
Registered Office: Sector-128, Noida-201 304 (U.P.) Delhi Office: 63, Basant Lok, Vasant Vihar, New Delhi - 110 057.
ATTENDANCE SLIP
NAME OF THE SHAREHOLDER / PROXY* DP iD** Client iD** Folio No. No. of Shares held
i hereby record my presence at the 14th Annual General Meeting of the Company held on Tuesday, September 27, 2011 at 11.30 A.M. at the Auditorium of Jaypee institute of information Technology University, A-10, Sector 62, NOiDA- 201 307 (U.P. )
SiGNATURE OF THE SHAREHOLDER / PROXY* * Strike out whichever is not applicable ** Applicable for investor holding shares in electronic form. Note: Please handover the slip at the entrance of the meeting venue
Cut here
Registered Office: Sector-128, Noida-201 304 (U.P.) Delhi Office: 63, Basant Lok, Vasant Vihar, New Delhi - 110 057.
PROXY
i/We ............................................................................................................. of ............................................................................................... in the district of .................................................................................................................................. being a Member(s) of the above named Company hereby appoint ...................................................................................................................... of ................................ in the district of .............................................................................. or failing him/her .......................................................... of ....................... in the district of ................................................................................ as my/our proxy to attend and vote for me/on my/our behalf at the 14th Annual General Meeting of the Company to be held on Tuesday, September 27, 2011 at 11.30 A.M. at the Auditorium of Jaypee institute of information Technology University, A-10, Sector 62, NOiDA- 201 307 (U.P. ) Signed at .......................................................................................... this ........................... day of .................................................... 2011.
Folio No. No. of Shares held
DP iD** Client iD** Affix Re.1 Revenue Stamp
* Applicable for investors holding shares in electronic form. Note: 1. 2. The Proxy need not be a member. The form of proxy, duly signed across Re. 1 revenue stamp should reach the Company, not less than 48 hours before the time fixed for the meeting.
1.50 MnTPA Jaypee Himachal Cement Plant, Baga, H.P .
2.4 MnTPA Jaypee Gujarat Cement Plant, Sewagram, Gujarat
2 MnTPA Jaypee Sidhi Cement Plant, Sidhi, M.P .
900 MW Baglihar Dam, J&K
Down Stream view of 1000 MW Karcham Dam, H.P .
Jaypee University of Information Technology, Waknaghat, H.P .
Residential Community at Jaypee Greens, Greater Noida, U.P .
Jaypee Greens Golf and Spa Resort, Greater Noida, U.P .
Jaypee Palace Hotel, Agra, U.P .
BOOK POST
If undelivered please return to:
Registered Office : Sector-128, Noida-201 304, Uttar Pradesh (India) Ph.: +91-120-4609000 Fax: +91-120-4609496 Website : www.jalindia.com
doc_797121673.pdf