jal ar fy2014
TRANSCRIPT
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Company Secretary
Harish K. Vaid
Sr. President (Corporate Affairs) & Company Secretary
Auditors
M/s. M.P. Singh & Associates,New Delhi
Bankers
Allahabad Bank
Andhra 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.
Druk PNB Bank Ltd.
Export Import Bank of India
HDFC Bank Limited
HSBC Ltd.
ICICI Bank Limited
Indian Overseas Bank
IDBI Bank Ltd.
Karur Vysya Bank
Kotak Mahindra Bank
Oriental Bank of Commerce
Punjab National Bank
Punjab & Sind Bank
Rafidian 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
The South Indian Bank Limited
UCO Bank
Union Bank of India
United Bank of India
Vijaya Bank
Yes Bank Limited
Jaiprakash Associates Limited
CIN L14106UP1995PLC019017
Registered & Corporate Office Delhi Office
Sector 128, NOIDA 201 304 (U.P.) JA House, 63,Basant Lok
Tel : +91 (120) 4609000, 2470800
Vasant Vihar
Fax: +91 (120) 4609464,4609496
New Delhi 110 057
Founder Chairman
Jaiprakash Gaur
Board of Directors
Manoj Gaur, Executive Chairman & CEO
Sunil Kumar Sharma, Executive Vice Chairman
Sarat Kumar Jain, Vice Chairman
S.C. Rathi (LIC Nominee)
R. N. Bhardwaj, Independent Director
S. C. Bhargava, Independent Director
V. K. Chopra, Independent Director
Homai A. Daruwalla, Independent Director
B. K. Goswami, Independent Direcor
Dr. B. Samal, Independent Director
K.N. Bhandari, Independent Director
Sunny Gaur, Managing Director (Cement)
Pankaj Gaur, Jt. Managing Director (Construction)
Ranvijay Singh, Whole-time Director
Rahul Kumar, Whole-time Director & CFO
Shiva Dixit, Whole-time Director
S.D. Nailwal, Whole-time Director (upto 30-06-2014)
Contents
Directors Report
2
Secretarial Audit Report 22
Report on Corporate Governance 23
Corporate Governance Compliance Certificate 37
Management Discussion & Analysis Report 38
Business Responsibility Report 50
Independent Auditors Report 63
Balance Sheet 68
Statement of Profit and Loss 69
Notes (1 - 56) 70
Cash Flow Statement 109
Statement Under Section 212 of the Companies Act
111
Independent Auditors Report on Consolidated Accounts 115
Consolidated Accounts 116
Consolidated Cash Flow Statement 151
E mail ID for Fixed Deposit E mail ID for Shareholder
related queries related queries
Website : www.jalindia.com
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ANNUAL REPORT 2013 - 2014
DIRECTORS REPORTTo
The Members,
The Directors of your Company are pleased to present the17th Annual Report together with the Audited Accounts ofthe Company for the year ended March 31, 2014.
WORKING RESULTS
The working results of the Company for the year under reportare as under:-
( `in crore)
Financial year ended 31.03.2014 31.03.2013
Gross Revenue 13,327.02 13,514.41
Profit before Interest, 3,865.77 3,488.23Depreciation & Tax
Less: Finance Costs 2,752.07 2,011.35
Less : Depreciation 773.55 726.13
Profit before Tax
340.15
750.75
Less : Provision for Tax
Current Tax 44.72 139.17
Deferred Tax (118.46) 128.95
Excess Provision for Income - 73.74 (18.65) 249.47Tax in Earlier Years reversed
Profit after Tax 413.89 501.28
Add :
Profit brought forward from 4,260.46 3,148.48Previous Year
Profit available for appropriation 4,674.35 3,649.76
Less : Transferred to :
Debenture Redemption - 7.65Reserve
General Reserve
-
-
51.00
58.65
Add :
Provision for Dividend 18.00 9.37Distribution Tax written -back
Final Dividend Transferred 9.47 9.47from Trusts (in whichCompany is sole beneficiary)
Transfer from Reserve for - 779.46Premium on FCCBs
Transfer from Debenture 259.30 286.77 - 798.30Redemption Reserve
Less: Dividend
Proposed Final Dividend - 110.95
Tax on Proposed Final - - 18.00 128.95Dividend
Balance carried to Balance Sheet
4,961.12
4,260.46Basic Earning Per Share [Face 1.87 2.34
value `2 per share] before/afterExtraordinary Items in Rupees
Diluted Earnings Per Share [Face 1.94 2.29value `2 per Share] before / after
Extraordinary Items in Rupees
In line with its publically stated policy, your Company remainsfocussed and committed on reduction of debt through sale ofsome of its assets, to deleverage its Balance Sheet andenhance shareholders value. The details of steps taken inthis regard are given elsewhere in this Report. TheRestructuring Committee, which includes two of theIndependent Directors on the Board continues to considervarious options to achieve the aforesaid objectives.
DIVIDEND
Keeping in view the need to conserve the resources of theCompany, the Board has decided not to recommend any
dividend for the financial year 2013-14.CHANGES IN SHARE CAPITAL
During the year under report, there is no change in the Paidup Share Capital of the Company and the same stood at `4,438,167,118 divided into 2,219,083,559 Equity Shares of `2 each as on March 31, 2014.
FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
The Company has presently only one series of outstandingFCCBs i.e. FCCB-IV issued on September 7, 2012 (total sizeUSD 150 million) due date September 8, 2017 with anoutstanding size of USD 110.40 million.
The particulars about conversion, outstanding amount,coupon, listing etc. of all past and present FCCBs are
detailed in para 27 of the Corporate Governance Reportforming part of this Report.
EMPLOYEE STOCK PURCHASE SCHEME
As the Members are aware, Jaypee Group ESPS, 2009Trust was created in 2009 for administering the StockPurchase Scheme of the Company namely JaypeeEmployee Stock Purchase Scheme, 2009 for the ultimatebenefit of the employees (including Directors) of theCompany and its subsidiaries.
In terms of the Scheme, the Company issued and allotted1.25 Crores Equity Shares of `2 each @ ` 60 per share(including premium of ` 58 per share) to the said Trust onDecember 14, 2009. The said Trust was also allotted62,50,000 Equity Shares as Bonus Shares on its holding, in
terms of the Bonus Issue made by the Company December19, 2009.
Since inception, the Jaypee Group ESPS, 2009 Trust hasallocated/ transferred Equity Shares to the eligible personsunder the scheme, as under:
Particulars No. of No. of original No. of Bonus Total no.Eligible Shares Shares of sharesPersons (excluding (including
Bonus) Bonus)
Total Shares 12,500,000 6,250,000 18,750,000available under
ESPS Scheme
Trasferred/ 8,032 11,263,706 5,631,852 16,895,558allocated during
2010-11
Trasferred/
4
3550
1775
5,325
allocated during
2011-12
Trasferred/ - - - -allocated during
2012-13 &2013-14
Balance shares 1,232,744 616,373 1,849,117as on 31.03.2014
During 2013-14, no further shares were allocated/ transferredby the Trust.
Thus, a balance of 1,849,117 Equity Shares (including bonusshares) are still lying with the Trust for transfer to the eligible
persons in due course.
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It is confirmed that:
(a) there is no employee who has been issued shares inany year amounting to 5% or more shares issued duringthat year; and
(b) there is no employee who is entitled to shares under the
Scheme equal to or exceeding 1% of the issued capitalof the Company.
OPERATIONS
1.0 ENGINEERING DIVISION
1.1.1 Prequalifications / Bids Under submission
During the year, your Company submittedprequalification applications for the following Works:
(i) Execution of Civil, Hydro-Mechanical and Electro-Mechanical Works of 390MW Kirthai-IHydroelectric Project in Jammu & Kashmir. Theapplication has been submitted by the Consortiumwith JAL as lead member.
(ii) Diversion Tunnel, Concrete Gravity Dam, Intake,Silt Excluder Arrangement, Pressure Shafts,Underground Power House and Tail Race Tunnels(Kiru Civil: Lot-1) for 660MW Kiru HydroelectricProject in Jammu & Kashmir.
(iii) Construction of Head Race Tunnels (from RD 1780onwards), Adit 2, Surge Shafts, Pressure Shafts,Underground Power House, Transformers Hall, TailRace Tunnels and Pothead Yard etc. [Teesta-IV :LOT-2] of 520 MW Teesta Hydroelectric Project(Stage-IV) in the District North Sikkim in the Stateof Sikkim.
(iv) Execution of Agra to Lucknow Expressway (in 5
Packages) in Uttar PradeshAgra to Firozabad (village Gurha) (km -1.8 to0.0 to 53.5) Access Controlled Expressway
Firozabad (village Gurha) to Etawah (villageMoonj) (km 53.5 to km 115.5) AccessControlled Expressway
Etawah (village Moonj) to Kannauj (villageNarmau) (km 115.5 to km 172.5) AccessControlled Expressway
Kannauj (village Narmau) to Unnao (villageNeval) (km 172.5 to km 236.5) AccessControlled Expressway
Unnao (village Neval) to Lucknow (km 236.5to km 299.5) Access Controlled Expressway
(v) Design, Execution and Completion of the ContractPackage CP1 Works: Expansion of Karkh SewageTreatment Plant including Operation and
Maintenance Services during the DefectsNotification Period for Baghdad Sewerage FacilitiesImprovement Project in Iraq.
(vi) Design, Execution and Completion of the ContractPackage CP2 Works: Rehabilitation of PumpingStations (RQ, Kadissiya and PN) includingOperation and Maintenance Services during theDefects Notification Period for Baghdad SewerageFacilities Improvement Project, in Iraq. and
(vii) Design, Execution and Completion of theContract Package CP3 Works: Rehabilitation ofPumping Stations (P5,P2, N3, N2 and TC1)including Operation and Maintenance Services
during the Defects Notification Period Baghdad forSewerage Facilities Improvement Project in Iraq.
1.1.2 Your Company has been prequalified to participate
in the tenders/ bids for the following works:
(i) Construction of Diversion Tunnel, Coffer Dam,Concrete Gravity Dam, Intake Structure andDiversion Tunnel Gates and Hoist, DesiltingChambers, Head Race Tunnels up to RD 1780metc. [Teesta-IV : LOT-1] of 520 MW TeestaHydroelectric Project (Stage-IV) in the District NorthSikkim in the State of Sikkim.
(ii) Construction of Civil Works for Dam, River
Diversion, Intake, Adit-1, HRT upto RD 9500mincluding Pranmati Nallah Crossing and DiversionTunnel Gates (PACKAGE-I) of 252 MW DevasariHydroelectric Project, District Chamoli,Uttarakhand; and
(iii) Construction of Civil Works of Adits-2, 3 & 4, HRTfrom RD 9500m to RD 17906m, Pressure Shaft,Penstocks, Surge Shaft, Valve House, PowerHouse Complex and Tail Race Tunnel (PACKAGE-II) of 252 MW Devasari Hydroelectric Project,District Chamoli, Uttarakhand.
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ANNUAL REPORT 2013 - 2014
1.2 Works in Progress
The Company is presently executing the heavy earth engineering projects listed below and the status of works is given below:
Sl. Name of the Work/Project under Execution Location of the Contract Price Nature of Work/ Value of workNo. Work/ Project (Base Value) Project completed*
(`in crores)
as on 31.03.2014(`in crores)
Works pertaining to :
1. Sardar Sarovar (Narmada) Project Gujarat 624 1200 MW 487(Revised)
Power
Generation
2. BagliharII HEP Jammu & 504 450 MW 463Kashmir (Revised) Power
Generation
3.
Turnkey construction of Srisailam Left Bank
Andhra
1,925
Irrigation
1,132
Canal Tunnel Scheme including Head Regulator
Pradesh
Tunnels
etc. of Alimineti Madhava Reddy Project
4.
Ganga Expressway (eight lane & 1047 km long)
Uttar Pradesh
30,000
Expressway
-
Connecting Greater Noida & Ballia and related
Project
activities.
5. Widening and facelifting of VarindavanUttar Pradesh 32 Road and Bridge 18Parikarma Marg and construction of Kesi Ghat worksBridge on Varindavan Parikarma Marg
6.
Construction
of
Diversion
Tunnel,
Dam,
Bhutan
1224
990 MW
481
Intake and Desilting Arrangement including
Power
Hydro-mechanical works and Highway Tunnel Generation(Contract Package C-1) of PunatsanchhuIIHydroelectric Project,
7. Construction of Head Race Tunnel (from Bhutan 856 990 MW 184Surge Shaft end), Surge Shaft, Butterfly Valve
Power
Chamber, Pressure Shafts, Power House and
Generation
Tail Race Tunnel including Hydro-Mechanicalworks (Contract Package C-3) of Punatsanchhu
II Hydroelectric Project.8. Construction of Diversion Tunnel, Dam,Bhutan 597 720 MW 136
Spillway & Coffer Dams, Intake Structure, Intake
Power
Tunnels, Branch HRT, Silt Flushing Tunnels,
Generation
Vertical Shaft and 2 nos. Desilting Chambers(Contract Package-C-1) of Mangdechhu HydroProject.
9. Construction of Surge Shaft, 2 nos. Pressure Bhutan 316 720 MW 87shafts, Bifurcation Pressure shafts, cable cum
Power
ventilation tunnel, Underground power house
Generation
& transformer caverns including bus duct, pot-head yard , TRT, branch tunnel & outlet portalsfor TRT (Contract Package- C-3) of Mangdechhu
Hydrolectric Project, and
Construction of part HRT and Adit-5
49
1
Projects being Executed by JaiprakashGayatri Joint Venture1.
Polavaram Project Right Main Canal
Andhra
301
Irrigation Canal
193
Package4
Pradesh
2.
Veligonda Feeder and Teegaleru Canal
Andhra
343
Irrigation Canal
236
Project-2
Pradesh
(Revised)
3.
Rajiv Sagar Lift Irrigation Project
Andhra
282
Lift Irrigation
227
(Dummugudem) Pradesh Project
4.
GNSS Main Canal from km. 119.000 to km
Andhra
112
Irrigation Canal
_
141.350 including construction of CM & CD Pradeshworks
Total 37,165 3,360 MW 3,645
*Excluding escalation and extra items.
The progress of work on various projects is satisfactory except for the project at Sl. No. 4 which is awaiting environmental
clearance.
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2.0 CEMENT DIVISION
Operations
The production and sale of Cement/ Clinker during the year,as compared to the previous year, are as under:-
2013-14
2012-13
(MT) (MT)
Cement 12,870,840 13,523,676Production (MT)
Clinker
10,157,991
10,800,353
Production (MT)
Cement and
14,014,577
14,468,856
Clinker Sale (MT)(including Self-Consumption)
The total capacity of the Group as a whole is 38.30 MTPA(including 4.75 MTPA under implementation).
Plant in West Zone with a capacity of 4.80 MTPA is under theprocess of demerger by Jaypee Cement Corporation Limited(JCCL), a wholly owned subsidiary of the Company through aScheme of Arrangement to UltraTech Cement Limited, acompany of Aditya Birla Group.
Further, the Company has signed an agreement on 24th
March, 2014 with Dalmia Cement (Bharat) Ltd. for sale of itsentire 74% stake (9,89,01,000 equity shares owned by it) inBokaro Jaypee Cement Limited, a Joint Venture between theCompany (JAL) and Steel Authority of India Limited (SAIL),having the Plant with operating capacity of 2.10 MTPA, whichis subject to the approval of SAIL and other requisiteapprovals.
Zone-wise operating Capacity and capacity underimplementation of Cement and Captive Power Plants in theCement Division of the Company are as under:
2.1 Operational Performance (JAL)
JAL CAPACITY-
ZONE OPERATING CAPACITY TOTAL CAPTIVE
CEMENT UNDER IMPLE- CAPACITY THERMAL
CAPACITY MENTATION POWER
MTPA MTPA MTPA MW
CENTRAL
11.45
-
11.45
244**
ZONE
UP ZONE 4.00 1.75 5.75 244**
NORTH 6.20 - 6.20 -ZONE
EAST ZONE 2.10 - 2.10 -
TOTAL 23.75* 1.75 25.50 488
*Includes 4.30 MTPA of two JVs (with SAIL) of Jaiprakash
Associates Limited.
** Includes 60 MW capacity at Sidhi and 180 MW at Churk
under implementation.
JCCL CAPACITY
ZONE OPERATING CAPACITY TOTAL CAPTIVE
CEMENT UNDER CAPACITY THERMAL
CAPACITY
IMPLE- POWER
MENTATION
MTPA MTPA MTPA MW
WEST ZONE 4.80 - 4.80 65
SOUTH 5.00 3.00 8.00 120*ZONE
TOTAL 9.80 3.00 12.80 185(JCCL)
GRAND 33.55 4.75 38.30 673
TOTAL
(JAL INCLJVs &
JCCL)
* Includes 25 MW capacity at Jagyapet (shifted from West
Zone) and 60 MW at Shahabad under implementation.
During the year, the Company has commenced operation of Unit-II and 60MW CPP at Jaypee Sidhi Cement Plant, Bhagwar.
During the financial year 2013-14, Productivity Indices of the operating units of JAL (except JCCL & JV) were as under:
Sl No. Indices Lime stone Crushing Raw meal Grinding Clinker Production Cement Grinding Cement Despatch
including clinker sale
UNIT (MT) (MT) (MT) (MT) (MT)
1
Jaypee Rewa Plant, Rewa
35,24,368
35,63,489
23,71,646
23,09,320
24,27,682
(MP)
2Jaypee Bela Plant, Bela
25,81,056 26,53,119 17,68,967 21,28,151 20,11,103(MP)
3Jaypee Ayodhya Grinding
- - - 4,84,646 4,86,045Operations, Tanda (UP)
4Jaypee Cement Blending
- - - 4,69,478 4,69,295Unit, Sadva Khurd (UP)
5Jaypee Cement Grinding
- - - 6,33,597 6,44,661
Unit, Panipat (Haryana)
6Chunar Cement Grinding
- - - 24,54,933 2,461,391
Unit, Chunar (UP)
7Dalla Cement Factory,
31,00,217 31,67,265 21,16,375 4,01,011 11,52,453
Dalla (UP)
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ANNUAL REPORT 2013 - 2014
Sl No. Indices Lime stone Crushing Raw meal Grinding Clinker Production Cement Grinding Cement Despatch
including clinker sale
UNIT (MT) (MT) (MT) (MT) (MT)
8Jaypee Sidhi Cement
25,19,493 26,39,835 17,53,724 13,40,907 13,24,898Plant, Baghwar (MP)*
9
Jaypee Himachal Cement
36,41,647
38,72,272
25,64,846
7,28,045
7,33,219Plant - Baga
10Jaypee Himachal Cement
- - - 15,59,300 15,71,929
Plant - Bagheri
11Jaypee Roorkee Grinding
- - - 7,26,796 7,39,575
Unit
12Jaypee Sikandrabad
- - - 5,52,155 5,52,533
Grinding Unit
TOTAL 1,53,66,781 1,58,95,980 1,05,75,558 1,37,88,339 1,45,74,784
* figures are inclusive of Trial Run.
3.0 HOTELS DIVISION
The Company owns and operates five luxury hotels in theFive Star category, the finest Championship Golf Course,
Integrated Sports Complex and Town Centre strategicallylocated for discerning business and leisure travellers JaypeeVasant Continental with 119 rooms and Jaypee Siddharthwith 94 rooms in New Delhi. Jaypee Palace Hotel andConvention Centre is the largest property located at Agra withan inventory of 341 rooms with luxurious Presedential Suitesand Jaypee Residency Manor at Mussoorie has 94 roomswith new 45 rooms in Valley View Tower overlooking DoonValley. Jaypee Greens Golf & Spa Resort, Greater Noida is aprestigious & Luxury Resort with 170 state of art roomsoverlooking the Championship 18 hole Greg Norman GolfCourse.
Jaypee Greens Golf & Spa Resort hosted several prestigiousconferences from India and abroad. The Resort hosted theconferences like Asian Development Bank Conference 2013
in which Prime Ministers, Deputy Prime Ministers andFinance Ministers of various countries participated alongwithHeads of the National and International Banks. ONGCPetronet Conference was held in which the Cabinet Ministersand Oil Ministers of different countries attended theconference and stayed in the hotel. RSSIDC Conference washeld for Doctors from all over the world. The leaders of theAutomobile Industry from all over the world stayed toparticipate in the Auto Expo Mart held at Expo Centre,Greater Noida. Besides this, Prestigious car companies likeAudi, Mercedes, Porsche, Tata Motors etc. organized carlaunch events and conferences at Jaypee Greens Golf & SpaResort. The Formula One Management, F-1 Race Driversand renowned celebrities from across the world during theFormula-1 and related events patronize the world-class
services at Jaypee Greens Golf & Spa Resort, Atlantis-TheClub & Jaypee DelCourt in October, 2013.
Jaypee Palace Hotel and Convention Centre, Agra has beenconferred the award by Honble Shri Shashi Tharoor, the thenMinister of State (Human Resource Development) under thecategory Best Hotel Based Meeting Venue at TheNational Tourism Award 2012-13 by Ministry of Tourism,Government of India. The award is aimed to recognize theworld class hospitality and tourism facilities in India.
Jaypee Hotels being the division of the Company was
conferred 2nd
Prize at the National Energy ConservationAward by Honble President of India Shri Pranab Mukherjeein the august presence of Shri Jyotiraditya MadhavraoScindia,the then Minister of State for Power. The award
is the recognition of the implementation of the energyconservation measures with perfection at Jaypee Vasant
Continental.
Atlantis-The Club, an integrated sports complexlocated atJaypee Greens offers world class facilities for Internationaland National sporting events & tournaments with rooms &conference halls. Atlantis has emerged as Sports AcademyDestination. Yuvraj Singh, Cricket forExcellence (YSCE),Cricket Academy under the supervision of celebrity Mr.Yuvraj Singh conducting coaching for more than 100students. Bhaiching Bhutia Football School (BBFS), theSoccer Academy under the supervision of Mr. BhaichingBhutia, Former Captain Indian Soccer Team conductingcoaching on Soccer.
Jaypee DelCourt, A Town Centre offers well appointedrooms for corporate entrepreneurs, expats, business and
leisure stays.
The Companys Hotels at New Delhi, Agra and Mussooriehave been accredited with ISO 9001 for Quality ManagementSystem (QMS), ISO 14001 for Environment ManagementSystem (EMS), ISO 22000 for Food Safety ManagementSystem (FSMS) and Hazard Analysis and Critical ControlPoint (HACCP).
Global economic recovery has been very gradual with theEurozone volatility continuing during the year, albeit at alower intensity. The Eurozone countries continued to adoptausterity measures, as part of the fiscal adjustment.
The International tourist arrivals, worldwide have grown to1087 billion in 2013, and are forecast to grow at moderatepace of 3% to 4% in 2014.
Foreign tourist arrivals in India during 2013 was 68.48 Lacsas against 65.78 Lacs in 2012. The Foreign exchangeearnings from tourism grew by 1.6% in 2013 registering agrowth of 4% in tourist arrivals in 2013.
Indian economic growth in 2013 had slowed down to 4.5%-5% which is the lowest in a decade. The high borrowing costto combat inflation coupled with lower private consumption,low investment in infrastructure and other sectors wereresponsible for this.
The low economic growth appears to have bottomed out anda gradual increase in economic activity is expected from themiddle of 2014.
The business of the Hotel Division is poised for sustainedgrowth and the outlook is bright. The Company is confident toachieve better quotient of customers satisfaction and to
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achieve higher growth coupled with optimization of theresource utilization.
4.0 REAL ESTATE DIVISION
Jaypee Greens, Greater Noida
The Companys prestigious project - Jaypee Greens, Greater
Noida spread across 452 acres is the maiden golf centricresidential development. The project integrates Luxury villasand Apartments with an 18 Hole Greg Norman Signature golfcourse, 9 Hole chip & putt golf course, landscaped parks andlakes along with an integrated sports complex, 60 acreNature Reserve Park, a 5 star spa resort in collaboration withSix Senses Spa of Thailand, Town Centre, etc. The projecthas received an overwhelming response and majority of thelaunched units have been sold.
Jaypee Greens Wish Town Noida
Second real estate project Jaypee Greens Noida - beingdeveloped by the Jaypee Group is a bench mark forextraordinary lifestyle experiences. Spread over 1063 acres,it has been designed as a new exciting place to Live-Work-Play. It offers wide range of residential options ranging from
independent homes to high-rise apartments and penthouses,along with host of other amenities such as a 18+9 holeGraham Cooke designed golf facilities, a 525 bed Superspecialty Hospital, educational facilities including the alreadyoperational Jaypee Public school and JIIT, landscaped parksand lakes, various recreational facilities and entertainmenthubs and commercial centers.
During the year the Company offered possession in PavilionCourt towers and completed construction of couple of itsprojects launched in the earlier years and further consolidatedits position in the premium residential segment with thelaunch of new Projects like Pavilion Court Royale and TiaraTower.
Jaypee Greens AMAN
Jaypee Greens third residential project Jaypee Greens Amanat Sector 151, Noida is located on the Noida-Greater NoidaExpressway and offers 2 & 3 BHK apartments. Spread over89 acres, the project also comprises of Chip & Putt golfcourse, Gardens, Walkways, Fountains, Sports facilities,Social amenities like Shopping Complex, Social Club withSwimming pools, Gymnasiums, Primary and SeniorSecondary Schools, Creche, Kids play area, etc.
The Project is being developed at a fast pace and is expectedto be completed soon.
Jaypee Greens Sports City
Jaypee Greens Sports City located on the YamunaExpressway spread over 5,000 acres, is the latest projectlaunched by Jaypee Greens and comprises of Indias first
International Motor racing track, International standard cricketstadium, a long green boulevard and much more. The Projectowned by Jaypee Sports International Ltd., a subsidiary ofyour company successfully hosted the Indias First F1 race inOctober, 2011 followed by two more races in October, 2012and 2013. The development of Sports City inter-aliacomprises of various thematic districts offering residential,sports, commercial and institutional facilities. The commercialzone will offer well defined areas for elaborate financial andcivic centers, along with Residential Districts which will havea vast range of products including villas, town homes,residential plots and mid to high rise apartment blocks, withregular water supply and 24 hours electric power supply, tosuit the requirements of all.
While the Projects already launched by the Company, viz.,
Kassia, Kove, Krowns and Country Home-I & II, Greencrest
Homes and Buddh Circuit studios are being developed at afaster pace, the Company has during the year launched newproducts: Naturvue Apartments, Udaan - low & high riseapartments and Aman-III for the affordable housing segment,all of which received a very encouraging response from theCustomers.
Backed by a strong team of Architects, Engineers and Salesand Marketing professionals the Company is poised to launchmany more new projects in the coming years.
DIVERSIFICATION
A. WIND POWER PROJECT
The Company has been operating Wind Power Projectof 49 MW (40.25 MW in Maharashtra and 8.75 MW inGujarat). Out of the aggregate capacity of 49 MW, 16.25MW (13 generators each of 1.25 MW) wascommissioned during December 2006 to March 2007 atDhule in Maharashtra. The remaining 32.75 MW wascommissioned at Sangli, Maharashtra (24 MW- 16generators each of 1.5 MW) during September 2007 toMarch 2008 and at Kutchh, Gujarat (8.75 MW- 7generators each of 1.25 MW) in March 2008. Theelectricity generated from the project is being sold toMaharashtra State Electricity Distribution Company Ltd.(MSEDCL) in Maharashtra and Gujarat Urja VikasNigam Limited (GUVNL) in Gujarat. The energy sold andthe revenue from sale of electricity during the year underreport were 89.41 Million units and ` 37.15 croresagainst 94.74 Million units and ` 38.19 croresrespectively in the year 2012-13.
B. DEVELOPMENT OF COAL BLOCKS IN MADHYAPRADESH
The Company had been awarded rights for mining ofcoal 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 captiveconsumption for Cement Division of the Company.
Besides the above, the Company has entered into threeseparate Joint Venture Agreements (JVAs) with MadhyaPradesh State Mining Corporation Limited (MPSMCL)for development and mining of coal from coal blocksallotted to MPSMCL. All these three Joint VentureCompanies (JVCs) have identical shareholding ratio of51:49 between MPSMCL and your Company and assuch these companies are Government companies, withthe management control being vested with yourCompany.
The first JVC namely Madhya Pradesh Jaypee MineralsLimited (MPJML) is developing a coal block at Amelia(North) at Singrauli District in the State of MadhyaPradesh.
The second JVC namely MP Jaypee Coal Limited(MPJCL) is in the process of developing a coal block atDongri Tal-II also at Singrauli in Madhya Pradesh.
Coal from these coal blocks shall be mined for supply tothe 2 x 660 MW super-critical thermal power plant atNigrie, Madhya Pradesh being set-up by JaiprakashPower Ventures Limited (JPVL), a subsidiary of theCompany.
The third JVC i.e. MP Jaypee Coal Fields Limited(MPJCFL) has been incorporated for mining and sale ofcoal from Mandla (South) coal block in DistrictChhindwara, Madhya Pradesh.
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Mining of coal has since started from Amelia (North)Coal Block and that from Dongri Tal II coal block isexpected to start by August, 2014. Work on other coalblocks is progressing as per schedule.
C. REFUSE DERIVED FUEL (RDF) FROM MUNICIPALSOLID WASTE (MSW) AT CHANDIGARH
The Plant is operating successfully taking daily garbageof the city of Chandigarh as per agreement. The plant isserving the twin purpose of keeping the city clean and toconserve the energy resources available in the form ofproducing fuel called Refuse Derived Fuel (RDF). RDF(in fluff form), the final product of the plant, is beingdisposed off commercially as a good substitute ofconventional fuel in the industries and Power plantslocated around Chandigarh.
D. DIVERSIFICATION INITIATIVES
Companys other diversification initiatives includedsetting-up of pit-head based Thermal Power Station,construction of Expressways, development of SportsComplex, Fertilizer business, Aviation project,Healthcare and Agri business, which are beingimplemented through different subsidiaries of theCompany. The Company is also in nascent stage ofdiversifying and setting up of a Semi ConductorFabrication facility in association with IBM Corporation,U.S. and Tower Semi Conductor Limited, Israel. Detailsof the initiatives being implemented through subsidiariesare furnished under the heading Subsidiaries.
SUBSIDIARIES
As on 31st March, 2014, in terms of the provisions ofCompanies Act 1956, your Company had following 24subsidiaries which are engaged in different businessactivities:
1. Jaiprakash Power Ventures Limited2. Jaypee Arunachal Power Limited
3. Jaypee Powergrid Limited
4. Sangam Power Generation Co. Limited
5. Prayagraj Power Generation Co. Limited
6. Jaypee Meghalaya Power Limited
7. Himachal Baspa Power Company Limited(w.e.f 14.03.14)
8. Himachal Karcham Power Company Limited(w.e.f 14.03.14)
9. Bhilai Jaypee Cement Limited
10. Bokaro Jaypee Cement Limited
11. Gujarat Jaypee Cement & Infrastructure Limited
12. Jaypee Cement Corporation Limited13. Jaypee Assam Cement Limited
14. Jaypee Infratech Limited
15. Jaypee Ganga Infrastructure Corporation Limited
16. Himalyan Expressway Limited
17. Jaypee Agra Vikas Limited
18. Jaypee Sports International Limited
19. Jaypee Cement Cricket (India) Limited
20. Jaypee Cement Hockey (India) Limited
21. Jaypee Fertilizers & Industries Limited
22. Himalyaputra Aviation Limited
23. Jaypee Healthcare Limited
24. Jaiprakash Agri Initiatives Company Limited
(w.e.f 25.03.2013)
Note : Himachal Baspa Power Company Limited andHimachal Karcham Power Company Limited wereincorporated on 14th March 2014 and their first accountingyear would close on 31st March 2015; their accounts havenot been consolidated with Accounts of the Company (JAL)since there were no material figures therein. Accordingly, the
accounts of remaining 22 subsidiaries have beenconsolidated with the accounts of your Company. Further,Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) andKanpur Fertilizers & Cement Limited (KFCL) have beentreated as joint ventures of JAL as per Companies Act, 1956.
The status of the aforesaid subsidiaries is as under:
POWER AND RELATED BUSINESS
1. JAIPRAKASH POWER VENTURES LIMITED
(JPVL) OPERATIONS
JPVL has three operative Hydro Power Plants, and oneoperative Thermal Power Plant namely:
i) 300 MW Jaypee Baspa-II Hydro Power Plant in
Himachal Pradesh;
ii) 400 MW Jaypee Vishnuprayag Hydro Power Plantin Uttarakhand;
iii) 1091 MW Jaypee Karcham Wangtoo Hydro PowerPlant in Himachal Pradesh; and
iv) 500 MW Jaypee Bina Thermal Power Plant inMadhya Pradesh.
JPVL is also implementing 1320 MW (2 x 660 MW)Jaypee Nigrie Super Thermal Power Project in Nigrie,Distt. Singrauli, Madhya Pradesh.
Under the Jaypee Nigrie Super Thermal Power Projectin Nigrie, the Jaypee Nigrie Cement Grinding Unit withcapacity of 4 MTPA is also under implementation
consisting of Two Lines-1 & 2, having the ScheduledCommissioning dates as August, 2014 & July, 2015respectively.
The Plant Availability and Energy Generation of each ofthe Hydro Power Plants & Thermal Power Plants for theFinancial Year 2013-14 were as under:
Plant Plant Net Saleable
Availability Energy(%) Generation (M. U.)
Jaypee BASPA-II (300 99.98 1178.41
MW)
Jaypee Vishnuprayag 92.11* 1566.83*(400 MW)*
Jaypee Karcham
99.76
4056.26
Wangtoo (1091MW)
500 MWPhase I (of 94.86 1416.471200 MW) JaypeeBina Thermal PowerPlant
* Deemed Plant Availability.
*Generation of Jaypee Vishnuprayag HEP wassuspended since 16th June, 2013 due to Force Majeureevent. Capacity charges and Energy charges during thisperiod due to Force Majeure are admissible as per PPA(Power Purchase Agreement).
* Generation of 1566.83 MUs includes deemedgeneration of 1186.98 MUs.
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300 MW Jaypee Baspa-II Hydro Power Plant
The average tariff for Baspa-II Plant for the year underreport, as per the Multi Year Tariff (MYT) Order dated15th July, 2011 and Order dated 6th September, 2012and in accordance with the Power Purchase Agreement(PPA), works out to ` 2.75 per unit. The total generationof energy during the year was 1,345.34 MUs including12% free Power to State Electricity Board/ Governmentof Himachal Pradesh and also auxiliary consumption/transformer losses. The Net Saleable Energy during theyear was 1,178.41 MUs, out of which 1,056.92 MUs wasPrimary Energy and 121.49 MUs was SecondaryEnergy.
400 MW Jaypee Vishnuprayag Hydro Power Plant
The total generation of energy during the year was1566.83 MUs (including 1186.98 MUs deemedgeneration) out of which Primary Energy was 1545.88MUs and Secondary Energy was 20.95 MUs.
Generation of 400 MW Jaypee Vishnuprayag H.E.P was
suspended since 16th June, 2013 due to Force Majeureevent. Generation of power resumed w.e.f. 12th April,2014 (07:45 A.M.).
1091 MW Jaypee Karcham Wangtoo Hydro PowerPlant
The average tariff for the year under report works out to` 3.04 per unit. The total generation of energy during theyear was 4653.24 MUs including 596.98 MUs freePower to State Government and also auxiliaryconsumption/ transformer losses. The Net SaleableEnergy was 4056.26 MUs.
The performance of the Companys operative HydroPower Plants, their plant availability and the EnergyGeneration during the year under report was
satisfactory.500 MW JAYPEE BINA THERMAL POWER PLANT
The 500 MW coal based Jaypee Bina Thermal PowerPlant (comprising of two units of 250 MW each) locatedat Village Sirchopi, Distt. Sagar (M.P.) has already beenfully commissioned.
Based on the tariff petition filed by the Company,MPERC has approved provisional tariff for Unit-I on 12thDecember, 2012 and for Unit-II on 29th June, 2013.
JPVL is supplying 70% of the installed capacity on longterm basis to Government of Madhya Pradesh/ MadhyaPradesh Power Management Company Ltd. in terms of
the Power Purchase Agreement executed with them andbalance of installed capacity is being sold on merchantpower basis.
The plant performance of 500 MW Jaypee Bina ThermalPower Plant from 1st April, 2013 to 31st March, 2014was as under:
(Million Units)
FY 2013-14 Actual Generation
Gross Net Aux % PLF %PAF %
Saleable
Total 2013-14 1562.641416.47 9.35 36.31 94.86(Cumulative)
AWARDS
JPVL was conferred with the undermentioned NationalAwards for the Meritorious Performance in the PowerSector by the then Honble Union Minister of State forPower on 4th February, 2014:
1. Gold Shield for the year 2012-13 for Baspa-II HydroElectric plant in the category of Performance ofHydro Power Stations.
2. Gold Shield for the year 2011-12 for Baspa-II HydroElectric plant in the category of Performance ofHydro Power Stations.
3. Gold Shield for the year 2011-12 for UnitIV ofKarcham Wangtoo Hydro Electric plant in thecategory of Early completion of Hydro PowerProjects.
4. Silver Shield for the year 2011-12 for UnitII ofKarcham Wangtoo Hydro Electric plant in thecategory of Early completion of Hydro PowerProjects.
1320 MW JAYPEE NIGRIE SUPER THERMALPOWER PROJECT
The implementation of 1320 MW (2 X 660 MW) JaypeeNigrie Super Thermal Power Project in Nigrie, Distt.Singrauli in Madhya Pradesh is progressing satisfactorilyto achieve commissioning of both the units in August,2014 and December 2014 respectively. Supplies fromL&T- MHI Boilers Private Limited and Larsen & ToubroLimited for Steam Generator and Steam TurbineGenerator are being timely received. All major statutoryapprovals required at the current stage of the project arein place. Entire requirement of 5 Million MTPA coal forthe project will be met from dedicated coal mines atAmelia (North) and Dongri Tal-II.
The Financial Closure of the project has already beenachieved. As on 31st March, 2014, Project Cost hasbeen re-appraised at ` 10450 crores by ICICI Bankacting as the Facility Agent and the entire additionaldebt has been underwritten by them.
For 400 kV D/C Transmission Line, Forest Clearanceincluding clearance of Honble Supreme Court for WildLife Son-Ghariyal Sanctuary has been obtained. TheLine profile of entire 161 kms route has been completed.Approval for the energisation of 400 kV Bays at SatnaSubstation has been received from Central ElectricityAuthority (CEA).
The overall progress of implementation of the Projectcontinues to be satisfactory to achieve the Target COD.
First unit of the Project has been successfullysynchronised with the grid on 7th May, 2014.
As on 31st March, 2014 an amount of approx.
` 9294.56 crore has been incurred on the Project.
4 MTPA CEMENT GRINDING UNIT AT NIGRIE (M.P.)
With a view to optimally utilize the fly ash to begenerated by its thermal plants, JPVL is implementing 4MTPA Cement Grinding Unit at Nigrie, Distt. Singrauli inMadhya Pradesh with its Project Cost estimated at ` 550crores. An Expenditure of approx. ` 217.38 crores hasbeen incurred on the project till 31st March, 2014.
In Principle Approval for the tie up of entire debt hasbeen arranged. Some of the statutory approvals and
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RTC approval for Railway Siding have already beenobtained with Consent to Establish being in place for 4MTPA and rest of the approvals are under process. TheWork Order related to the Railway Siding has beenawarded and the work is under progress. Civil works ofthe Project are progressing satisfactorily and orders for
main machinery and for BoP packages have beenplaced for Line-1 & 2.
VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/
CERs)
1091 MW Jaypee Karcham Hydro Power Plant hasalready been registered by UNFCCC as a CDM projectw.e.f 12th April, 2012 for ten years. Action for issuanceof CERs for the first period from 12th April, 2012 to 31stJuly, 2012 is in progress.
Final Report on Compliance with World Commission onDams (WCD) Recommendations was issued by TUVNORD JI/ CDM Certification Programme, Germany on21st March, 2014.
Details regarding VERs of Jaypee Baspa-II Hydro PowerPlant and Jaypee Vishnuprayag Hydro Power Plant areas under:
No. of VERs Amount realized
sold (`crore)
Baspa-II 34,79,664 28.95
Vishnuprayag 94,90,684 213.24
PROPOSED DIVESTMENT OF HYDRO POWER PROJECTS
With a view to deleverage its Balance Sheet and also toenhance Shareholders value, JPVLs Board in itsmeeting held on 1st March, 2014 approved a Scheme ofArrangement, subject to statutory and regulatory
approvals and sanction of the Scheme by the relevantHigh Court, for hiving off 300 MW Baspa-II HEP and1091 MW Karcham Wangtoo HEP to two separatewholly owned subsidiaries and eventual transfer ofownership of the said wholly owned subsidiaries to theprospective buyer. Necessary action is in progress.
2. JAYPEE ARUNACHAL POWER LIMITED (JAPL)
Jaypee Arunachal Power Limited (JAPL), a whollyowned subsidiary of the JPVL is implementing the 2700MW Lower Siang and 500 MW Hirong H.E. Projects inthe State of Arunachal Pradesh. Your Companyalongwith its associates will ultimately hold 89% of theEquity of JAPL and the balance 11% will be held by theGovernment of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro-Electric Project,CEA approval was obtained in February, 2010 andrevalidation of DPR is being in process with CentralElectricity Authority (CEA). Land acquisition is inprogress. Seismic data upto 31st March, 2013 has beencollected and the Ministry of Environment and Forest(MoEF) Clearance Case is under scrutiny with Nodalofficer, Itanagar.
In-Principle Approval has been granted and PowerPurchase Agreements (PPAs) are to be submitted forfinal approval with respect to the Mega Power Project.Draft Rehabilitation & Resettlement Plan has beensubmitted to the State Government.
For 500 MW Hirong Hydro Power Project, CEA hasaccorded Techno-Economic Concurrence on 10th April,
2013. For the Environmental/ Forest Clearance of theProject, the EIA & EMP report has been submitted toMoEF.
3. JAYPEE POWERGRID LIMITED (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of
Jaiprakash Power Ventures Limited (74%) and PowerGrid Corporation of India Limited (a Central GovernmentPower Utility Undertaking) (26%) has set up 217 Kmslong 400 kV Quad Bundle Conductor Double CircuitTransmission Line for evacuation of Power from thepothead yard of 1091 MW Karcham Wangtoo Plant inthe State of Himachal Pradesh to Abdullapur in the Stateof Haryana and LILO with the existing Baspa-JhakriDouble circuit line, which is operational since April,2012.
The cumulative availability of transmission system for FY2013-14 was 99.97%. During the Financial Year 2013-14, JPL earned aggregate transmission tariff of ` 196.89crores.
JPL has declared a total dividend (interim and final) of15.50% during FY 2013-14.
4. SANGAM POWER GENERATION COMPANY LIMITED(SPGCL)
Sangam Power Generation Company Limited (SPGCL),a wholly owned subsidiary of JPVL, was acquired fromUttar Pradesh Power Corporation Limited (UPPCL)through competitive bidding process, for theimplementation of 1980 MW (3 x 660 MW) ThermalPower Project in Tehsil Karchana of district Allahabad,Uttar Pradesh. Conveyance Deed of land was executedbut physical possession is yet to be handed over. Asreported last year, Honble High Court of Judicature atAllahabad has quashed the notification issued by UttarPradesh State Government for acquisition of land for the
project subject to the deposit of compensation, if any,received by the land owners. SPGCL is in the process ofamicable settlement for closing the Power PurchaseAgreement(s) and payment of dues with UPPCL.
5. PRAYAGRAJ POWER GENERATION COMPANYLIMITED (PPGCL)
Prayagraj Power Generation Company Limited(PPGCL), a wholly owned subsidiary of JPVL, wasacquired from Uttar Pradesh Power Corporation Limitedthrough competitive bidding process, is implementing1980 MW (3x660 MW) Thermal Power Project (withpermission to add two additional generation units of660MW each) in Tehsil Bara of district Allahabad, UttarPradesh.
Fuel Supply Agreement between PPGCL & NCL hasbeen executed on 29th August, 2013, for Coal linkagesfor Phase-I. All Statutory/ Regulatory approvals requiredfor the project are in place. Financial Closure hasalready been achieved. The supplies from BHEL forBoiler, Turbine and Generator for Phase-I of the Projectare in progress. All major packages have been awardedexcept a few items relating to blending terminal andenvironmental monitoring system. Supply of materials isin progress. The progress on the implementation of theproject is satisfactory.
An expenditure of approx. ` 8,680.24 crores has beenincurred on the implementation of the project uptoMarch, 2014.
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6. JAYPEE MEGHALAYA POWER LIMITED (JMPL)
Jaypee Meghalaya Power Limited (JMPL) wasincorporated by JPVL as its wholly owned subsidiary toimplement 270 MW Umngot H.E.P. in the Umngot RiverBasin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin onBOOT (Build, Own, Operate and Transfer) basis. YourCompany alongwith its associates will ultimately hold74% of the equity of JMPL and the balance 26% will beheld by the Government of Meghalaya.
With respect to 450 MW Kynshi HEP, the field work ofsurvey & investigation and EIA studies have alreadybeen completed. Drilling and drifting in Power housearea have been completed. The revised proposal forKynshi-II HEP with involvement of lesser forest area hasbeen submitted to State Government and Ministry ofEnvironment and Forest. The control levels i.e. FRL &TWL for Kynshi-II Project have been approved by StateGovernment. Approval of Central Electricity Authorityhas been accorded to the water availability series forpower potential studies.
With respect to the 270 MW Umngot H.E.P, the StateGovernment has advised that the project will not beoperationalized as per MoA till further orders. The matteris being pursued with the State Government forpermission to resume the works.
7. HIMACHAL BASPA POWER COMPANY LIMITED(HBPCL)
Himachal Baspa Power Company Limited (HBPCL) wasincorporated by JPVL as its wholly owned subsidiary on14th March, 2014, which received the Certificate ofCommencement of business on 24th March, 2014.
In terms of the proposed Scheme of Arrangement 300MW Baspa-II H.E.P of JPVL would be hived-off to
HBPCL for eventual transfer of its ownership to theprospective buyer.
8. HIMACHAL KARCHAM POWER COMPANY LIMITED(HKPCL)
Himachal Karcham Power Company Limited (HKPCL)was incorporated by JPVL as its wholly ownedsubsidiary on 14th March, 2014, which received theCertificate of Commencement of business on 24thMarch, 2014.
In terms of the proposed Scheme of Arrangement 1091MW Karcham Wangtoo H.E.P of JPVL would be hived-off to HKPCL, for eventual transfer of its ownership tothe prospective buyer.
Accordingly, these two companies have no business
operations at present.
CEMENT BUSINESS
9. BHILAI JAYPEE CEMENT LIMITED (BJCL)
The Clinkerisation plant of BJCL, a joint venturebetween JAL & SAIL at Satna continued to functionsatisfactorily. During the period under report, theCompany has achieved a gross turnover of ` 787 crore,as against ` 454 crore during the Financial Year 2012-13which comprised a period of 6 months.
The working results of the Company for the yearresulted in an operating profit of ` 55.62 crore as against` 55.46 crore during the previous year. After taking intoaccount the impact of interest (` 53.56
crore), the Cash profit comes to ` 2.06 crore during theFinancial Year 2013-14 as against Cash profit of` 26.43 crore in the previous year. After consideringdepreciation of ` 44.54 crore, the Company has incurredloss of ` 42.48 crore before tax.
10. BOKARO JAYPEE CEMENT LIMITED (BOJCL)
The Grinding Unit of BOJCL a joint venture between JAL& SAIL, at Bokaro, Jharkhand. During the year underreport slag supply position though improved comparedto the previous year, it was less than the overallrequirement for achieving the targeted production. TheCompany was, therefore, constrained to regulate itstargeted production according to the quantity of slagreceived from Bokaro Steel Plant (BSL). Resultantly, theCompany could not reach its targeted production andthe capacity utilization was limited to only 72%.
Despite under utilization of its installed capacity, theCompany, backed by a strong brand image andresultant higher realization for its product, has achieved
a gross turnover of ` 740.20 crore during the year underreport. The turnover registered a growth of 18% overprevious year. In the period under report, the Companyearned an operating profit of ` 148.41 crore as against `174.89 crore in the last year. After taking into accountthe impact of interest (` 38.95 crore), there is a cashprofit of ` 109.46 crore during the financial year 2013-14,as against cash profit of` 137.80 crore in the previous year. The net profitduring the year, after considering depreciation of ` 23.77crore, comes to ` 85.69 crore (before tax). The net profitafter tax is ` 30.20 crore. The Company proposes totransfer a sum of ` 6.85 crore to the General Reserve.
11. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE
LIMITED (GJCIL)Gujarat Jaypee Cement & Infrastructure Limited(GJCIL), a Joint Venture between Jaiprakash AssociatesLimited (JAL) and Gujarat Mineral DevelopmentCorporation Limited (GMDC) was incorporated, inter-alia, to implement a 2.4 Million tones per annumcapacity cement plant in District Kutch, Gujarat.
Out of approximately 484 hectares of land required forsetting up the Project, 27 hectares are Private land and457 hectares are Government land. Major part of Privateland (22 hectares) has been purchased by theCompany. However pending necessary approval fromthe Government of Gujarat,the Government land is yetto be acquired by the Company.
The Board is examining various options in the wayforward for the Company.
12. JAYPEE CEMENT CORPORATION LIMITED (JCCL)
Jaypee Cement Corporation Limited (JCCL), a whollyowned subsidiary of your Company, is setting up anintegrated cement plant with a 3.0 Mn tpa cementgrinding capacity alongwith captive power plant atShahabad district Gulbarga, Karnataka.
The project is scheduled to be commissioned by 1stOctober, 2014.
JCCLs Plant in West Zone with a capacity of 4.8 MTPAis under the process of demerger through a Scheme ofArrangement pursuant to Section 391-394 of theCompanies Act, 1956 to UltraTech Cement Limited,
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a company of Aditya Birla Group. The transaction isscheduled to be consummated by 12th June, 2014.
13. JAYPEE ASSAM CEMENT LIMITED (JACL)
Jaypee Assam Cement Limited (JACL) wasincorporated, as a special purpose vehicle, initially as a
wholly-owned subsidiary of Jaiprakash AssociatesLimited (JAL) for the purpose of setting up a 2 Mn tpacapacity Cement Plant in the North Cachar Hills Distt ofAssam, in Joint Venture with Assam MineralDevelopment Corporation Ltd. (AMDC). The same shallbe converted as a Joint Venture Company (JVC)between JAL and Assam Mineral DevelopmentCorporation Ltd. (AMDC) as JV partners having ashareholding ratio of 82:18 between themselves, as perthe Shareholders' Agreement (SHA). While JAL shallhold the shares for cash consideration, shares shall beallotted to AMDC in consideration of the exclusivemining rights of the mineral block identified for thisCompany. Under the SHA, the management and controlof the JVC is vested in JAL.
As reported last year, prior to incorporation of JACL, 750bighas of land were allotted by Dima HasaoAutonomous Council (DHAC) on 30 years lease basis toJaiprakash Associates Limited (JAL) for the project ofthe Company. Necessary payment in this regard toDHAC was made by JAL as a promoter of the Company.An agreement was also executed between DHAC andJAL.
Besides the payment of ` 3.77 crore for the above land,JAL had also paid ` 10 crore to DHAC in advance as theshare of royalty on limestone for a period of one year asper the Agreement executed between JAL and DHAC.
The Company had deployed necessary resources forsetting-up the 2 million tonnes per annum cement plantwith a 35 MW captive power plant. The Company startedexpeditious collection of data and preparation ofEnvironmental Impact Assessment/EnvironmentalManagement Plan Reports for submission toGovernment of India, Ministry of Environment & Forest.
The Company, however, had to suspend all projectactivities since January, 2012 due to adverse securitysituation in the vicinity of the project, as reported earlier.The Company is in regular touch with concernedauthorities for resumption of project activities as andwhen the security situation is improved.
EXPRESSWAYS AND RELATED BUSINESS
14. JAYPEE INFRATECH LIMITED (JIL)The Yamuna Expressway had commenced its
commercial operation and was opened for Public w.e.f.9th August, 2012 and the toll collection commencedfrom 16th August 2012. The vehicular movements andrevenue generation till date is satisfactory. The averagedaily traffic (ADT) has registered 69% increase and theToll collection Revenue has registered an increase of44% during the F.Y.2013-14.
JIL has also been provided the right to develop 25million square meters of land for commercial,amusement, industrial, institutional & residentialpurposes etc. across five different locations along theYamuna Expresswayone in Noida, two locations inDistrict Gautam Budh Nagar (part of NCR) and one
location in each of District Aligarh & District Agra, UttarPradesh. JIL has commenced development of its landparcels at Noida, Mirzapur, and Agra in U.P. JIL haslaunched approx. 108.06 million sq.ft. area and has soldapprox. 101.20 million sq. feet area till 31st March, 2014at an aggregate sale value of
` 20,067 Crores.15. JAYPEE GANGA INFRASTRUCTURE
CORPORATION LIMITED (JGICL)
The Jaypee Ganga Infrastructure Corporation Limited(JGICL) was incorporated as a wholly owned subsidiaryof Jaiprakash Associates Limited for implementation ofthe 1047 Km long 8- lane Access- Controlled GangaExpressway Project connecting Greater Noida withGhazipur-Ballia along the left bank of river Ganga onDesign, Build, Finance and Operate (DBFO) basistogether with the development of 12,281 hectares ofland parcels at eight different locations in Uttar Pradeshin terms of the Concession Agreement executedbetween Uttar Pradesh Expressways Industrial
Development Authority and JGICL on March 23, 2008.
Preparatory work for the Project was started.Consequent upon the Order of Honble High Court ofAllahabad dated 29.05.2009 quashing the environmentclearance earlier issued by State Environment ImpactAssessment Authority (SEIAA), fresh application for theEnvironmental Clearance was filed which is still pending.Since there are lot of uncertainties in respect ofEnvironment clearance, due to various developmentslike farmers unrest etc., upon the discussion with theGovernment / Authority, a supplementary agreementwas signed with the Authority on 30th November, 2011and UPEIDA has returned the Bank Guarantee aftertaking an undertaking from JGICL that the Company
would revive the Bank Guarantee, when the project getsenvironmental clearance.
16. HIMALYAN EXPRESSWAY LIMITED (HEL)
Himalyan Expressway Ltd. was incorporated as aSpecial Purpose Vehicle for implementing the Zirakpur-Parwanoo Expressway project in the States of Punjab,Haryana and Himachal Pradesh. The Expresswayconnecting the three states became operational and thetoll collection started from 6th April, 2012. Being the firstin the country with Radio Frequency IdentificationDevice (RFID) technology based electronic toll collectionsystem, it has provided a seamless travel to long journeyroad users while saving cost and time. During the yearunder report, the toll collection at the Expressway has
shown an increase.
17. JAYPEE AGRA VIKAS LIMITED (JAVL)
Jaypee Agra Vikas Limited (JAVL) was incorporated asa Special Purpose Vehicle for implementing Project fordevelopment of Inner Ring Road at Agra and otherinfrastructure facilities, under Integrated UrbanRejuvenation Plan on Design, Build, Finance, Operateand Transfer basis. The Company signed a ConcessionAgreement on 4th February, 2010 with AgraDevelopment Authority (ADA).
The project could not progress as Agra DevelopmentAuthority has not been able to fulfill its obligation inrespect of 'Conditions Precedent. As per the decision
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taken by ADA, the Company has received part refund ofthe advance given to ADA for acquisition of land andbalance amount is expected to be received bySeptember, 2014.
SPORTS AND RELATED BUSINESS
18. JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL)
Jaypee Sports International Limited (JSIL) wasincorporated on 20th October, 2007. It was allottedaround 1100 Ha. of land for development of SpecialDevelopment Zone (SDZ) with sports as a core activityby Yamuna Expressway Industrial DevelopmentAuthority (YEA). This area is inclusive of 100 Ha of landto be used for Abadi Development. This core activitiesare Motor Race Track, suitable for Holding Formula Onerace and setting up a Cricket stadium of InternationalStandard to accommodate above 1,00,000 spectatorsand others.
The Motor Race Track known as Buddh InternationalCircuit (BIC) was completed well in time and JSIL
successfully hosted the three Indian Grand Prix held inOctober, 2011, October, 2012 & October, 2013. Thesuccess of the event was acknowledged by winning ofmany awards and accolades.
JSIL is trying its best to generate revenue by placingBuddh International Circuit (BIC) as one stop destinationfor various games, launching promotional activities likemotor cars, bikes and other products.
JSIL has also made significant progress in developmentof non core area planned for group housing, plots, multistorey flats, commercial area, institutional area, roads,open space and other social activities.
19. JAYPEE CEMENT CRICKET (INDIA) LIMITED (JCCIL)
Jaypee Cement Cricket (India) Limited (JCCIL) was
incorporated on 20th October, 2012, as a wholly ownedsubsidiary of Jaypee Sports International Limited for thepurpose of managing activity relating to Cricket playingin any format by way of franchise or otherwise. Itobtained the certificate of commencement of businesson 23rd October, 2012. The first financial year of JCCILhas closed on 31st March, 2014.
20. JAYPEE CEMENT HOCKEY (INDIA) LIMITED (JCHIL)
Jaypee Cement Hockey (India) Limited (JCHIL) wasincorporated on 5th November, 2012, as a wholly ownedsubsidiary of Jaypee Sports International Limited (JSIL)to undertake the business of Hockey Sport. It obtainedthe certificate of commencement of business on 12th
November, 2012. The first financial year of JCHIL hasclosed on 31st March, 2014.
JCHIL entered into the Franchisee Agreement withHockey India League [HIL] for the Team Jaypee PunjabWarriors. HIL was conducted between 14th January -10th February, 2013 in the five cities namely Delhi,Jalandhar, Ranchi, Mumbai & Lucknow & between 25thJanuary, 2014 to 23rd February, 2014 in six citiesnamely New Delhi, Chandigarh, Ranchi, Mumbai,Bhuvneshwar and Lucknow. The performance of theteam was well appreciated.
FERTILIZER AND RELATED BUSINESS
21. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)
Jaypee Fertilizers & Industries Limited (JFIL) was
incorporated as a wholly owned subsidiary of JaiprakashAssociates Limited to undertake the business offertilizers and chemicals. The Company had participatedas a strategic investor in the Rehabilitation Scheme(Scheme) of fertilizer undertaking of Duncans IndustriesLtd. (DIL) which was approved by the Board for
Industrial & Financial Reconstruction (BIFR) in January,2012.
Pursuant to the Scheme, the said fertilizer undertaking(famous for Chand Chhap Urea) stands vested inKanpur Fertilizers & Cement Limited (KFCL), in whichyour Company is making investments through JaypeeUttar Bharat Vikas Private Limited (JUBVPL).
JUBVPL held 99.73% (approx.) equity shares of KFCLas on 31st March 2014. JUBVPL is a joint venturecompany (with equal participation) of your Company andISG Traders Limited, an investment arm of DIL.
During the year under report, KFCL has converted feedstock from Naphtha to Natural Gas. Gas SupplyAgreement has been entered into with Gail (India)
Limited (GAIL) for supply of RLNG from KanpurTerminal & CFA Kanpur and a Gas TransportationAgreement has also been signed with GAIL. Indian OilCorporation has agreed to meet the 100% requirementof other POL products from its Plant at Kanpur such asHSD/MS/lubricants/greases, etc. The work for gasreceiving station at the plant premises has already beencompleted.
Approval of the Ministry of fertilizer, Government of Indiahas already been received in March, 2013 to commenceproduction of Urea with Gas as feedstock.
After completion of NG conversion and Energy savingschemes, all three streams of the plant have startedmanufacturing Urea since December, 2013 onwards.Capital expenditure of ` 911.40 Crore towards
revamping the plant has been incurred upto 31stMarch,2014.
AVIATION BUSINESS
22. HIMALYAPUTRA AVIATION LIMITED (HAL)
Himalyaputra Aviation Limited (HAL)was incorporated asa wholly-owned subsidiary of your Company, toundertake the civil aviation business. HAL has obtainedinitial NOC from Ministry of Aviation to operate Non-Scheduled Air Transport Services.
During the year, HAL has taken steps to acquire moreflying machines and other assets for its businessoperations.
HEALTHCARE BUSINESS
23. JAYPEE HEALTHCARE LIMITED (JHL)
Jaypee Healthcare Limited (JHCL) was incorporated on30th October, 2012 as a wholly owned subsidiary of theJaypee Infratech Limited (JIL) for the establishment ofJaypee Hospital with the vision of promoting world-class healthcare amongst the masses by providingquality and affordable medical care with commitment.
The Jaypee Hospital the flagship hospital of JaypeeGroup, is located at Village Shahpur Bangur, NOIDA,U.P., which heralds the groups noble intention to enterthe healthcare space.
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This hospital has been planned and designed as a 1200bedded tertiary care multi-speciality facility and iscurrently in the process of building and commissioning525 beds in the first phase. It shall be operational by thesecond quarter of 2014. The first financial year of JHLhas closed on 31st March, 2014.
AGRI BUSINESS
24. JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED(JAICO)
Jaiprakash Agri Initiatives Company Limited (JAICO),was acquired by Jaypee Cement Corporation Limited, awholly owned subsidiary of the Company on 25th March,2013 to diversify into agri business.
The Company had set up soya and mustard processingplant at Rewa, Madhya Pradesh. Jaypee OilseedsProcessing Complex is unique in its approach and hasfacilities to handle all types of products and by-productsfrom Soya and Mustard. However, in the currentscenario, the production activities of Soya/ Mustard Oilhave been suspended.
JAICO has also launched a dairy project which sourcesmilk from villages along the Yamuna Expressway, thatis, across Gautam Budh Nagar, Bulandshahr, Aligarh,Mathura and Agra. Work has begun on a milk-processing plant at Tappal. With the operation of thisplant, JAICO will have its own brand of dairy products,including packaged milk, flavoured milk, long shelf-lifemilk, curd, drinkable yogurt, cheese spreads, ghee andbutter.
CONSOLIDATED FINANCIAL STATEMENTS
The statement as required under Section 212 of theCompanies Act, 1956, in respect of the subsidiaries of the
Company is annexed and forms an integral part of thisReport. The consolidated financial statements of theCompany and its subsidiary companies, prepared inaccordance with Accounting Standards AS-21 ConsolidatedFinancial Statements prescribed by the Institute of CharteredAccountants of India, form part of the Annual Report andAccounts.
In terms of the general exemption granted under Section 212(8) of the Companies Act, 1956 by the Ministry of CorporateAffairs vide its General Circular No. 2/2011 dated February 8,2011, the Audited Balance Sheets as at March 31, 2014 ofthe subsidiaries of the Company have not been attached tothe Balance Sheet of the Company. However, the requisiteinformation in aggregate for each subsidiary includingsubsidiaries of subsidiaries has been disclosed in theconsolidated Balance Sheet of the Company.
The annual accounts of the subsidiary companies and therelated detailed information will be made available to theshareholders of the Company and subsidiary companiesseeking such information. The annual accounts of thesubsidiary companies will also be kept for inspection by anyshareholders in Companys Head Office and also thatof thesubsidiaries. Further, the Company shall furnish a hardcopyof annual accounts of subsidiaries to any shareholder ondemand. The Company has also uploaded the details of theaccounts of individual subsidiary companies on its websitei.e. www.jalindia.com.
The Directors are of the opinion that the subsidiaries andJoint Ventures of your Company have promising future.
OUTLOOK
Keeping in view the performance and future prospects of theCompanys business, the expansions and diversificationsbeing undertaken and the business of its subsidiaries coupledwith the Companys resolve to reduce the debt, yourCompany is committed to enhance the shareholders value.
DIRECTORATE
A. Cessation of Directorships:
Shri A.K. Sahoo, a nominee of LIC ceased to be on theBoard of the Company w.e.f. May 23, 2013, consequentupon the withdrawal of his nomination by LIC.
In place of Shri A.K. Sahoo,LIC nominated Shri R.R.Dash as their nominee on the Board of the Company, who was co-opted as a Director w.e.f. July 29, 2013.However, Shri R.R. Dash ceased to be a Director due tohis sad demise on October 22, 2013.
Shri B.K. Taparia, Independent Director ceased to be aDirector on Board due to his sad demise on September
5, 2013.
Shri S.C. Gupta, Independent Director and Shri R.K.Singh resigned from Directorship of the Companyw.e.f.February 10, 2014 and May 27, 2014 respectively, dueto their personal reasons.
Shri S.D. Nailwal, Whole-time Director of the Companyhas requested to step down from the office of Directoron expiry of his current term i.e. w.e.f. June 30, 2014.Accordingly, he shall cease to be a Director on June 30,2014 (afternoon).
The Board places on record its appreciation for thevaluable contribution of the above Directors during theirrespective tenure on the Board of the Company.
B. Appointments of Directors:Shri S.C. Rathi was appointed as a Nominee of LICw.e.f. February 10, 2014 in place of Shri R.R. Dash.
Shri K.N. Bhandari was appointed as an IndependentDirector of the Company, liable to retire by rotation,w.e.f. February 10, 2014, in the casual vacancy causeddue to cessation of Shri B.K. Taparia.
Shri Shiva Dixit was appointed as an AdditionalDirector & Whole-time Director of the Company w.e.f.May 27, 2014. As Shri Shiva Dixit holds office of Directorupto ensuing Annual General Meeting and the proposalfor his appointment as a Director has been receivedfrom a shareholder, the same has also been included inthe Notice of the Annual General Meeting for your
approval.Shri Sunil Kumar Sharma (Executive Vice Chairman),Shri Pankaj Gaur [Jt. Managing Director (Construction)]and Shri Sunny Gaur [Managing Director (Cement)]were re-appointed as such for a further period of fiveyears w.e.f. March 18, 2014, July 1, 2014 and December31, 2014 respectively. The proposed re-appointmentand remuneration of Whole-time Directors is subject toapproval of the shareholders which would be sought.
Appointment of Independent Directors:
The Board of Directors in their meeting held on May 27,2014, based on the recommendation of the Nomination& Remuneration Committee, decided to seek approval ofthe shareholders to the
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reappointment of all the seven Independent Directorsnamely: Shri R.N. Bhardwaj, Dr. B. Samal, Shri V.K.Chopra, Ms. Homai A. Daruwalla, Shri S.C. Bhargava,Shri B.K. Goswami and Shri K.N. Bhandari on the Boardof the Company as Independent Directors for a period ofthree consecutive years from the date of their
appointment by the shareholders, the proposals whereofhave been included in the Notice of the Annual GeneralMeeting for your approval.
Such Independent Directors will not be liable to retire byrotation in view of the provisions of the Companies Act,2013 and Rules framed there under.
C. Retirement by rotation:
Shri Rahul Kumar and Shri S.K. Jain, Directors wouldretire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible, offerthemselves for re-appointment. The proposals for theirre-appointment have also been included in the Notice ofthe Annual General Meeting for your approval.
DEPOSITS
Fixed deposits received from the shareholders and the publicas on March 31, 2014 stood at ` 2157.38 Crores. Deposits of` 23.73 Crores due for repayment on maturity remainedunclaimed by the Depositors as on March 31, 2014, most ofwhich were subsequently claimed. In view of the provisions ofnewly enforced Companies Act, 2013, the Company has, forthe present, decided not to accept fresh Deposits/renewexisting Deposits but repay the same.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuantto Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, asamended, is annexed and forms an integral part of this
Report.
PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO
Particulars with respect to conservation of energy, technologyabsorption, foreign exchange earnings & outgo, pursuant toSection 217(1)(e) of the Companies Act, 1956, read with theCompanies (Disclosure of Particulars in the Report of Boardof Directors) Rules, 1988 for the year ended March 31, 2014are annexed and form an integral part of this Report.
NOTES ON ACCOUNTS
The observations of Auditors and Notes on Accounts are self-
explanatory.
AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS:
M/s. M.P. Singh & Associates, Chartered Accountants,Auditors of the Company shall retire at the conclusion of theensuing Annual General Meeting and, being eligible, offerthemselves for re-appointment. Based on therecommendations of the Audit Committee, the Boardrecommends their appointment as Companys Auditors for aterm of three consecutive financial years i.e. for 2014-15,2015-16 & 2016-17. If appointed, they shall hold office fromthe conclusion of the ensuing Annual General Meeting tillconclusion of the Annual General Meeting of the Company tobe held in the year 2017, subject to ratification by the
shareholders at every Annual General Meeting.
SECRETARIAL AUDITORS:
As a measure of good Corporate Governance practices beingfollowed by the Company, M/s Chandrasekaran Associates,Company Secretaries, were voluntarily appointed to conductthe Secretarial Audit for the financial year 2013-14. TheSecretarial Audit Report for the financial year ended March31, 2014 forms part of the Annual Report.
Based on the recommendations of the Audit Committee, theBoard has further re-appointed M/s ChandrasekaranAssociates, Company Secretaries, to conduct the SecretarialAudit for the financial year 2014-15 in compliance of theprovisions of Section 204 of the Companies Act, 2013, whichhas made it mandatory for certain companies to appoint aSecretarial Auditor.
COST AUDITORS:
For the financial year 2013-14, the Board of Directors of theCompany had re-appointed, on recommendations of the AuditCommittee, M/s. J.K. Kabra & Co., Cost Accountants, (FirmsRegistration No. 2890), as Cost Auditors, subject to theapproval of the Central Government, for auditing the costaccounts in respect of Cement Product and Wind Power.Their appointment was approved by the Central Government.In terms of The Companies (Cost Audit Report) Rules 2011read with Ministry of Corporate Affairs General Circular No.15/2011 [File No. 52/5/CAB-2011] dated April 11, 2011, thecost audit report relating to the Cement Products & WindPower for the financial year ended March 31, 2013,alongwith the Compliance Report, as applicable, had beenfiled with the Cost Audit Branch of the Ministry of CorporateAffairs on 13th November, 2013 by the Cost Auditor againstthe due date of filing 27th September, 2013.
Based on the recommendations of the Audit Committee, theBoard of Directors of the Company have re-appointed, M/s.J.K. Kabra & Co., as Cost Auditors of the Company forauditing the cost accounts in respect of applicable businessesof the Company for the financial year 2014-15. The requisiteapproval of the shareholders will be sought for theremuneration of the Cost Auditors.
CORPORATE GOVERNANCE
Report on Corporate Governance and ManagementDiscussion & Analysis Report, in terms of Clause 49 of theListing Agreement are annexed and form part of this AnnualReport. A certificate from the Auditors confirming compliancewith the conditions of Corporate Governance is also annexed.
The Company is complying with the Corporate Governancenorms laid down in Clause 49 of the Listing Agreement. TheCompany would also comply with the revised Clause 49 ofthe Listing Agreement as applicable from 1st October, 2014.
BUSINESS RESPONSIBILITY REPORT
In terms of Clause 55 of the Listing Agreement, a BusinessResponsibility Report (BRR), in the prescribed format, isannexed and forms part of this Annual Report describing theinitiatives taken by the Company from an environmental,social and governance perspective, towards adoption ofresponsible business practices. The BRR as well as theCompanys Policy on Sustainable Development areaccessible on the Companys website www.jalindia.com.
EMPLOYEE RELATIONS
Employee relations continued to be cordial throughout the
year. Your Directors wish to place on record their sincere
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appreciation for the excellent spirit with which the entire teamof the Company worked at all sites and other offices andachieved commendable progress.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956,
the Directors, based on the representation received from theoperating management, certifications by the CEO and CFO tothe Board of Directors and after due enquiry, confirm inrespect of the audited annual accounts for the year endedMarch 31, 2014 :
i) that in the preparation of the annual accounts, theapplicable accounting standards had been followed andthat there were no material departures;
ii) that the Directors had, in consultation with the StatutoryAuditors, selected such accounting policies and appliedthem consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company for theyear ended March 31, 2014 and the profit of theCompany for that period;
iii) that the Directors had taken proper and sufficient carefor the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;
iv) that the Directors had prepared the annual accounts ona going concern basis.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation forand gratitude to various Departments and Undertakings of theCentral and State Governments, Industrial DevelopmentBank 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 valuedcustomers, for their valuable support and co-operation.
Your Directors also wish to place on record their appreciationof the wholehearted and continued support extended by theShareholders and Investors, which had always been a sourceof strength for the Company.
On behalf of the Board
MANOJ GAUR
Executive Chairman
May 27, 2014
ANNEXURE TO THE DIRECTORS REPORT
Information in pursuance to Sub-section 2A of Section 217 ofthe Companies Act, 1956 is given below:
Name of Employees, Designation/ Nature of Duties, GrossRemuneration (`), Qualification, Age (in years), totalExperience (in years), Date of commencement ofEmployment, Previous Employment:
A. Employed throughout the year and in receipt ofremuneration aggregating ` 60,00,000/- or more perannum
1.
Shri Manoj Gaur, Executive Chairman & CEO, `60,945,194, B.E. (Civil Hons.), 50, 29, November1,1985, Jaiprakash Industries Limited.
2. Shri Sunil Kumar Sharma, Executive Vice-Chairman, `40,304,350, B.Sc., 54, 36, January 1,1986, JaiprakashIndustries Limited.
3.
Shri Sunny Gaur, Managing Director(Cement), `21,434,739, Graduate, 45, 23, February 1, 1992,Jaiprakash Industries Limited.
4. Shri Pankaj Gaur, Joint Managing Director(Construction), ` 19,942,703, B.E (Instrumentation), 43,21, March 12, 2004, Jaiprakash Industries Limited.
5. Shri S.D. Nailwal, Whole-time Director, ` 12,250,798,B.A.(Com.), F.C.S., 66, 48, July 1, 1986, Jaypee HotelsLimited.
6. Shri Ranvijay Singh, Whole-time Director, ` 17,199,175,B.E. (Civil), 48, 26, December 14, 2007, Gujarat AnjanCement Limited.
7. Shri Rahul Kumar, Whole-time Director & C.F.O.,` 14,845,382, F.C.A., 46, 21, November 1, 2006,Jaiprakash Enterprises Limited.
8. Dr. Yajulu Medury, Chief Operating Officer (Education),
` 11,730,988, Ph.D (Engineering Mechanics), 56, 29,December 15, 2001, Educational Consultants IndiaLimited.
9. Shri Harish K. Vaid, Sr. President (Corporate Affairs) &Company Secretary, ` 12,764,861, B.Com., D.C.P, LL.B,F.C.S., 60, 41, January 1,1986, Jaiprakash IndustriesLimited.
10. Shri Ram Bahadur Singh, C.F.O. (Cement), `14,008,757, F.C.A., 64, 41, July 15,1993, THDC Limited.
11. Shri Alok Gaur, Executive President, ` 9,091,475,B.E.(Electrical), 51, 28, December 1, 2009, GujaratAnjan Cement Limited.
12. Shri Vijay Kumar Jain, Chief TechnologyOfficer(Cement), ` 14,125,354, B.E.(Mechanical), 63, 43,June 2, 1999, Prism Cement Limited.
13.
Shri Naveen Kumar Singh, Executive President, `18,599,081, B.Com, 39, 16, September 1, 1997, JaypeeCement Limited.
14. Shri Amit Sharma, Executive President, ` 10,301,412,B.E. (Instrumentation) & M.B.A., 45, 23, April 1, 2011,MP Jaypee Minerals Limited.
15. Shri C.S Jain, Sr. President, ` 6,661,480, CharteredAccountant, 65, 40, April 1, 2006, Maihar Cement.
16. Shri Ashok Kumar Sharma, Executive President, `9,486,150, M.Sc 60, 40, April 1, 1995, Jaypee TechnicalConsultants Private Limited.
17. Shri Ajay Sharma, Executive President, ` 13,079,206,LLB, MBM (HR) 58, 35, April 26 1986, J.K. Synthetics
Limited.18. Shri Bhanwar Lal Saini, Senior President, ` 7,809,434,
Dipl. In Mechanical, AMIE 66, 47, October 25 2005,Kesoram Industries Limited.
19. Shri G.V. Bhat, Senior President, ` 7,690,417, B.Sc.Engg. (Mechanical), 71, 48, July 10 1995, RajasthanBeverages.
20. Shri K.V. Rajendran, Sr.President (HR), ` 9,060,609,B.Sc.(Physics),PG Diploma in Radiological Physics, 61,34, February 1, 2013, Dalmia (Bros) Private Limited.
21. Shri Ravinder Mohan Bhardwaj, Chief OperatingOfficer
(Central Zone), ` 10,531,653 B.Tech
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(Mechanical), PG Diploma in Management, 63, 43,January 7, 2013 Reliance Cementation Private Limited.
22. Dr. Vikram Singh Raghuvanshi, Chief Executive (HealthCare), ` 11,991,846 MBBS, PGDHA, MBA-HCA 45, 20,May 7, 2012, Self Employed.
23. Shri Surinder Kumar Bagai, President, ` 6,349,009, B.E,MBA, 65, 42, August 7, 2008, Aditya Birla Group.
24. Shri Virender Singh Bajaj, President (Co-ordination), `6,741,822 B.Sc, Engineering (Chemical) 62, 26, October1, 2011, Jaiprakash Associates Limited.
B. Employed for part of the year and in receipt ofremuneration aggregating ` 5,00,000/- or more permonth.
1. Shri B.P.S Kwatra, Advisor (Marketing Co-ordination), `1,616,448, M.Sc (AG), 71, 46, January 2, 2003, PrismCement Limited.
Notes:
1. Gross remuneration includes Salary, House Rent andother perks like Medical Reimbursement, Leave Travel
Assistance, Furnishing Allowance, Companyscontribution towards Provident Fund etc. but excludesprovision for Gratuity & Leave Encashment.
2. Shri Manoj Gaur, Executive Chairman is brother of ShriSunny Gaur, Managing Director (Cement). Shri RanvijaySingh is brother of Shri Naveen Kumar Singh.
3. Executive Chairman, Executive Vice-Chairman andWhole-time Directors hold their respective offices for aperiod of five years from the date of their appointment/re-appointment.
4. The nature of employment of employees is regular andis governed as per service rules of the Company. Theyperform such managerial duties in their respective areaof expertise as assigned from time to time.
5. The other terms & conditions of each of the abovepersons are as per the contract/ letter of appointment /resolution and rules of the Company.
Information pursuant to Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules,1988 forming part of the report of the Board of Directorsfor the year ended March 31, 2014
A. CONSERVATION OF ENERGY
The Company is engaged in the business of IntegratedEngineering Construction and operates at the locationsof its clients and uses electric energy for implementationof various projects undertaken by it.
Besides, the Company is also engaged in the business
of manufacture and marketing of Cement and owns fivestar hotels at New Delhi, Mussoorie and Agra and a GolfCourse with associated recreational and residentialfacilities at Greater Noida as part of its Real EstateBusiness.
The Company ensures that all possible measures aretaken to conserve energy including identification ofpotential areas of saving energy, installation of energyefficient equipment such as capacitor control panels toimprove power factor and use of energy efficient lampsand compact florescent lamps, wherever possible.
The energy conservation measures undertaken by theCompany ensure savings in energy costs and therebyimproving operational efficiency. There are no specific
additional investments or proposed investments forreduction of consumption of energy since the primaryinvestments decisions are always taken such thatenergy is spent to the minimum level. In particular, theCompany has taken following measures for conservationof energy:
Form A prescribed under the Companies (Disclosures ofParticulars in the Report of the Board of Directors) Rules,1988 in respect of Cement Business is appended.
CONSERVATION OF ENERGY
ENERGY CONSERVATION MEASURES :
AT JAYPEE REWA PLANT :
i Unit-I Kiln Nose ring fan motor 37 Kw changed withhigher efficiency motor.
ii Nose ring fan cable shifted from MCC-11 to MCC-9 toreduce line losses.
iii Lighting supply source connected to concerned areasfor LC-1 & LC-3 to reduce line losses.
iv Unit-2 coling tower fan (15 Kw motor) made off as notrequired from Nov-13 to Feb-14.
AT JAYPEE BELA PLANT :
Installation of Capicitors in 6 No's. Compressor Motors usedin utility. Power Factor improved from 0.93 to 0.96. EnergySaving of 28000 units per month is achieved.
AT JAYPEE SIDHI PLANT :
i 391-AS4 airslide inclination was increased from 6.5 to 9degree to avoid jamming resulting in reduced powerconsumption by stopping extra airslide blower
ii Stacker belt take-up was modified for smooth operation& maintenance by removing 5 no. pulleys also resultingin improved power consumption (around 6-8 KWh
reduction)AT JAYPEE HIMACHAL CEMENT PLANT : BAGHA
i Use of carbon black as fuel instead of imported coalconsumption to Reduced coal consumption cost per tonof clinker
ii Reduction in sieve size on crusher product from 100 mmto 75 mm from 10.00 % to 2.6 % to increase raw millsproduction and reduce specific power consumption.
AT JAYPEE ROORKEE CEMENT GRINDING UNIT :
i Stopping of 2 x 2.2 kW Air Slide Blowers by doing theaeration of Fine Air Slide through Reject Air Slideaeration blowers.
ii Stopping of 2 x 0.75 kW Drive by removal of Wet FlyAsh Spillage Conveyor below Apron Conveyor.
AT JAYPEE HIMANCHAL CEMENT GRINDING &BLENDING UNIT BAGHERI :
i Power Factor is maintained yearly average at 0.99 byinstalling Additional Capacitor Banks. AdditionalCapacitor Banks installed which improved power factorfrom 0.96 Average to 0.99 Average.
ii Auto switching of External Lights during dark only byapplying timer.
AT JAYPEE CEMENT GRINDING UNIT - PANIPAT :
i Extra capacity margin available in Clinker TransportBagfilter 512 BF-6 for 512 BC-6 belt conveyor .Its extra
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capacity to be utilized for 512 BC-7 belt conveyor and itsbagfilter fan 512 FN-6 has been stopped..
ii Cooling Tower fan (Drive:-30 KW) stopped for winterseason.
AT JAYPEE CHUNNAR CEMENT UNIT :
i To avoid idle running of cement silo air slide blowers itsmotor feeders circuit modified with two nos. relay &contactor in MCC feeder: Saving 0.08 Kwh/ Mt ofcement.
ii To avoid idle running of axillaries drives of cement millsits motor feeders circuit modified with on delay timer &contactor at MCC: Saving 0.10Kwh/ Mt of cement.
iii Grinding media optimization: Saving 1.20 Kwh/ Mt ofcement.
iv Relocation of wagon loading machines & belt conveyordrive system. Power savi