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Notes to Accounts of Jaiprakash Associates Ltd.

Mar 31, 2015

1. Issued, Subscribed and Paid-up Share Capital in number comprises of Shares for consideration in cash 2,02,19,850 Equity Shares [Previous Year 2,02,19,850] allotted under "Jaypee Employees Stock Purchase Scheme 2002"; 1,25,00,000 Equity Shares [Previous Year 1,25,00,000] allotted under "Jaypee Employees Stock Purchase Scheme 2009";

20,16,23,717 Equity Shares [Previous Year 20,16,23,717] allotted for cash on conversion of Foreign Currency Convertible Bonds;

1,00,00,000 Equity Shares [Previous Year 1,00,00,000] allotted for cash to Promoters on Preferential Basis;

6,42,04,810 Equity Shares [Previous Year 6,42,04,810] allotted through Qualified Institutional Placement as on 06.02.2013 and

21,33,73,416 Equity Shares allotted through Qualified Institutional Placement as on 08.07.2014.

Shares for consideration other than cash

86,08,65,055 Equity Shares [Previous Year 86,08,65,055] allotted in terms of the Scheme of Amalgamation effective from 11.03.2004;

12,43,78,825 Equity Shares [Previous Year 12,43,78,825] allotted in terms of Scheme of Amalgamation effective from 22.08.2006;

21,80,10,985 Equity Shares [Previous Year 21,80,10,985] allotted pursuant to Scheme of Amalgamation effective from 27.05.2009 and

70,72,80,317 Equity Shares [Previous Year 70,72,80,317] allotted as Bonus Shares .

2. Terms / Rights

The Company has issued only one class of equity shares having a par value of Rs, 2/- per share. Each holder of equity share is entitled to one vote per share. Each share is entitled to equal dividend declared by the Company and approved by the Share holders of the Company.

In the event of liquidation, each share carries equal rights and will be entitled to receive equal amount per share out of the remaining amount available with the Company after making preferential payments.

[b] Non Convertible Secured Debentures mentioned in Note 4.1[a] are redeemable at value equal to the Face Value.

Non Convertible Debentures as stated in Note No. 4.1[a] above are further secured by way of First Charge ranking pari passu with all the lenders save and except AKA Export Finance Bank [Amount Outstanding as at 31.03.2015 - Rs, 3198 Lakhs] having prior charge on specific Fixed Assets, in favour of respective Debenture Trustees for the benefit of all Debenture Holders, on all the movable and immovable Fixed Assets of the company except Fixed assets pertaining to Wind Power Division, Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc. under various schemes framed by State Governments and any other assets specifically charged. Further, the NCDs stated above alongwith term loans specified in Sl. No.4.2(b) are also secured by way of First Pari-Passu charge over Land of the Company admeasuring 588.42 acres forming part of Non- Core Area at Jaypee Sports City near F-1 Stadium, Special Development Zone (SDZ), Sector-25, Gautam Budh Nagar, Uttar Pradesh & First Pari-Passu charge over Land admeasuring 166.96 Acres situated at Village Tappal, Kansera & Jahengarh, Aligarh, Uttar Pradesh & Land admeasuring 167.23 Acres situated at Village Chagan and Chhalesar, Agra, Uttar Pradesh, both land belonging to Jaypee Infratech Limited.

security for the benefit of all lenders on all the movable and immovable fixed assets of the Company except Fixed Assets pertaining to Wind Power Division, Real Estate Division, Fixed Assets specifically charged to State Government / State Financial Insitutions for availing interest free loans etc., under various schemes framed by State Governments and any other assets specifically charged. Further, these Loans along with Debentures as mentioned in Sl No 4.1[c] are secured by way of First Pari-Passu charge over Land of the Company admeasuring 588.42 acres forming part of Non- Core Area at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh & First Pari-Passu charge over Land admeasuring 166.96 Acres situated at Village Tappal, Kansera & Jahengarh, Aligarh, Uttar Pradesh & Land admeasuring 167.23 Acres situated at Village Chagan and Chhalesar, Agra, Uttar Pradesh both land belonging to Jaypee Infratech Limited. In addition to above.

(1) Term Loan of Rs, 40000 Lakhs sanctioned by IFCI Ltd., [at Sl. No. 55 above] is further secured by way of Exclusive Charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.

(2) Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd. [at Sl. No. 61 above] is further secured by way of (i) pari-passu charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future (ii) pledge of 18,93,16,882 equity shares of the Company held in various Trusts on pari passu charge on basis with Rupee Term Loan of Rs, 130000 Lakhs sanctioned by ICICI Bank Ltd. [at Sl. No. 8 above].

(3) Term Loan of Rs, 75000 Lakhs [at Sl.No.43 above] sanctioned by State Bank of India is further secured by way of [i] exclusive charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh. [ii] pledge of 10 crores equity shares of Jaypee Infratech Ltd., held by Jaiprakash Associates Ltd. (iii) second pari passu charge on current assets of the Company.

(4) Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd.(at S.No. 63 & 64 above), is further secured by way of (i) pari-passu charge (alongwith term loan specified at Sl.No. 4.2 [b] (2)) on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh (ii) Residual charge (subsequent to working lenders) by way of hypothecation of the Borrower''s receivables (iii) Exclusive charge on land admeasuring - 144.026 acres and 5.974 acres situated at Village Aurangpur, U.P., 283.345 acres situated at Village Jaganpur, Afjalpur, UP, 151.006 acres situated at Village Jirkanpur, Tehsil Khair, Dist. Aligarh, U.P., all belonging to Jaypee Infratech Limited.

(5) Term Loan of Rs, 50000 Lakhs sanctioned by Canara Bank (at S.No. 66 above) is further secured by way of pari passu Charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.

[c] Term Loans of Rs, 21300 Lakhs [Amount outstanding - Rs, 18933 Lakhs] sanctioned by Export Import Bank of India are secured by First Charge ranking pari passu with all the lenders save and except AKA Export Finance Bank [Amount Outstanding as at 31.03.2015 - Rs, 3198 Lakhs] having prior charge on specific Fixed Assets, in favour of Axis Trustee Services Limited [Security Trustee], holding security for the benefit of all lenders, on all the Movable Fixed Assets of the Company except movable Fixed Assets pertaining to Wind Power Division, Real Estate Division, Fixed Assets specifically charged to State Government / State Financial Insitutions for availing interest free loans etc., under various schemes framed by State Governments and any other assets specifically charged.

[d] Term Loans sanctioned by ICICI Bank - Rs, 130000 Lakhs, Bank of Maharastra - Rs, 30000 Lakhs, Canara Bank - Rs, 50000 Lakhs, Yes Bank Ltd. - Rs, 20000 Lakhs, aggregating to Rs, 230000 Lakhs [Amount outstanding Rs, 189911 Lakhs] 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 way of Subservient charge on all the fixed Assets of the company except the fixed assets pertaining to Wind Power Division, Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc. under various schemes framed by State Governments. In addition to above.

(1) Term loan of Rs, 130000 Lakhs sanctioned by ICICI Bank is further secured by way of (i) pledge of 18,93,16,882 equity shares of the Company held in various Trusts on first pari passu charge on basis with Rupee Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd., (ii) pledge of 7,50,000 - 11% Cumulative Preference Shares of Himalyan Expressway Limited and (iii) pledge of 1,02,12,000 12% Preference Shares of Jaypee Agra Vikas Ltd., owned by the Company.

(2) Term Loan of Rs, 50000 Lakhs sanctioned by Canara Bank is further secured by way of pari-passu charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.

(3) Term Loan of Rs, 20000 Lakhs sanctioned by Yes Bank Ltd. is further secured by way of exclusive charge over 11.3095 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.

[e] Term Loans sanctioned by SREI Rs, 1000 Lakhs [Amount outstanding Rs, 805 Lakhs] & TATA Motors Finance Ltd. Rs, 342 Lakhs [Amount Outstanding Rs, 303 Lakhs] 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 exclusive charge over certain Equipments of the Company.

[f] Term Loans sanctioned by SREI - Rs, 9500 Lakhs [Amount outstanding Rs, 5498 Lakhs] 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 exclusive charge on specific movable Fixed Assets at Amelia Coal Block.

[g] Term Loans sanctioned by Axis Bank Ltd. Rs, 35000 Lakhs, The South Indian Bank Rs, 10000 Lakhs and State Bank of Travancore Rs, 15000 Lakhs aggregating of Rs, 60000 Lakhs [Amount outstanding Rs, 52821 Lakhs] 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 (i) First Charge ranking Pari Passu basis on 17.52 acres of Hotel & Commercial Land purchased from Jaypee Infratech Ltd. in Village - Wazidpur, Sector -129, Noida. Entire Sale consideration has been paid by the Company to Jaypee Infratech Limited and (ii) First Charge ranking Pari Passu over 10 acres of Commercial Land of Jaypee Infratech Ltd. situated at Sector - 128, Noida.

[h] External Commercial Borrowing of USD 27 Million and Yen 1030.27 Million availed [Amount outstanding USD 6.629 Million and Yen 284.551 Million equivalent to Rs, 5306 Lakhs] 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 by equitable mortgage of immovable properties and Hypothecation of movable assets of Wind Power Project [present and future], save and except book debts subject to prior charge on specified movables created in favour of the Company''s Bankers for working Capital facilities.

[i] Term Loans sanctioned by Standard Chartered Bank Rs, 40000 Lakhs and Rs, 45000 Lakhs [Amount outstanding Rs, 57100 Lakhs] are secured against first charge ranking pari passu by way of equitable mortgage by deposit of title deed over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally secured by first charge ranking pari passu by way of Registered mortgage over land of Jaypee Infratech Ltd. admeasuring 40.1735 acres (residential 25.0040 acres and commercial 15.1695 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida, Uttar Pradesh. Out of the said 40.1735 acres of land, the Company has entered into an "Agreement to Sell" with Jaypee Infratech Limited on 15.12.2009 for purchase of 15.1695 acres of commercial land and entire sale consideration has been paid to Jaypee Infratech Limited.

[j] Term Loan sanctioned by HDFC Limited Rs, 45000 Lakhs [Amount outstanding Rs, 33089 Lakhs] is secured against first & exclusive charge by way of Registered Mortgage over (a) Leasehold property admeasuring project land of 14.20 acres at Jaypee Greens which is part and parcel of 452.26 acres of the integrated Township Jaypee Greens Greater Noida, U.P. alongwith construction thereon both present and future (b) Leasehold property admeasuring 38.20 acres at Noida, U.P. designated for the construction of Kalyspo Court 1-10 (B-1), Kalyspo Court 11,12,14,15,16 (B-3), imperial Court 1-3 (B-2) Pelican (PD-1 & PD-2) in the integrated Township in the name and style of Wish Town, Noida, U.P. The said land is registered in the name of Jaypee Infratech Limited and entire sale consideration has been paid by the Company to Jaypee Infratech Limited. and (c) First Charge on Project Land/FSI of 11,01,954 Sq. feet of B 10, Suncourt A & Town Centre Residential in Jaypee Greens, Greater Noida with construction thereon, present and future.

[k] Term Loan sanctioned by Standard Chartered Bank - Rs, 35000 Lakhs, Allahabad Bank - Rs, 10000 Lakhs, Karur Vysya Bank - Rs, 5000 Lakhs, The South Indian Bank - Rs, 10000 Lakhs and United Bank of India - Rs, 15000 Lakhs aggregating to Rs, 75000 Lakhs [Amount Outstanding - Rs, 71144 Lakhs] are secured by way of exclusive First Charge on pari- passu basis over 65.0263 Acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, U.P.

[l] Term Loan sanctioned by Yes Bank Ltd. - Rs, 52500 Lakhs [Amount Outstanding - Rs, 52500 Lakhs] is secured by way of exclusive charge over 18.02 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.

[m] Term loans of Rs, 89500 Lakhs sanctioned [Outstanding Rs, 59915 Lakhs] SBLCs Rs, 32597 Lakhs [Outstanding Rs, 32597 Lakhs] and Bank Guarantee Rs, 10000 Lakhs (Outstanding Rs, 10000 Lakhs) sanctioned by Banks and IFCI Limited are secured by first charge ranking pari-passu on all immovable and movable fixed assets pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all current assets including receivables pertaining to the aforesaid sports infrastructure project, subject to first charge of the working capital lenders (exclusive of SBLCs Rs, 32597 Lakhs).

[n] Term loan of Rs, 15,000 Lakhs [Outstanding Rs, 8,824 Lakhs] sanctioned by ICICI Bank Limited is secured by mortgage of non core area land admeasuring 25 Acres at Sector - 25, along Yamuna Expressway, Gautam Buddh Nagar, second charge on all immovable & movable assets of core area sports infrastructure project.

[o] Term loan of Rs, 25,000 Lakhs [Outstanding Rs, 23,437 Lakhs] sanctioned by IndusInd Bank Limited, is secured by mortgage of non core area land admeasuring 23.81 Acres at Sector - 25, along Yamuna Expressway, Gautam Buddh Nagar, first pari-passu charge on 1.8329 Acres Land [B-Type Building] at Jaypee Greens, Greater Noida and first charge on all book debts / receivables pertaining to Real Estate business of the Company on Land situated at Jaypee Sports City, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.

[p] Security includes security created / yet to be created.

[q] Outstanding amount of loans from Banks and Financial Institutions included in current maturities of long term debts and unpaid debentures [Refer Note No 10 - OTHER CURRENT LIABILITIES] as at 31.03.2015 includes principal overdues amounting to Rs, 47175 Lakhs and interest accrued and due on borrowings & unpaid matured debentures includes interest overdues amounting to Rs, 53813 Lakhs, both principal and interest overdues pertain to the period January, 2015 to March, 2015.

[r] Loans at Sl. No. 5, 7, 10, 15, 25, 31, 32, 50, 55, & 60 in 4.2[a] above are partly / fully paid before their respective due dates.

3. Loans from State Government :

[i] Interest Free Loans granted by U. P. Financial Corporation (UPFC) under Audyogik Nivesh Protshahan Yojna Scheme at Grinding Unit in Tanda (U.P.) are secured by way of First Charge on the Fixed Assets of the above said Unit of the Company. The same is repayable on or before completion of 10 years from the day on which it is received. Repayment will commence from F.Y. 2016-17.

[ii] Interest free loan granted by Directorate of Industries, Panipat, Haryana at Grinding Unit in Panipat (Haryana) is secured against Bank Guarantee. The same is repayable on or before completion of 5 years from the day on which it is received. Repayment has commenced from F.Y. 2014-15.

[iii] Interest Free Loans granted by Pradeshiya Industrial & Investment Corporation Limited at Grinding Unit in Sikandrabad (U.P.) is secured against Bank Guarantee. The same is repayable on or before completion of 10 years from the day on which it is received. Repayment will commence from F.Y. 2022-23.

4. Advances from Clients includes loan granted by Client for purchase of Plant & Machinery for the Contract on Hypothecation of Construction Material and Plant & Equipment.

5. Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.4[II]A are given as under :

The Company has issued 1,50,000, 5.75% Foreign Currency Convertible Bonds [FCCB-2012] of USD 1,000 each aggregating to USD 150 Million at par on 07.09.2012. These Bonds are convertible at the option of bond-holders into equity shares of Rs, 2/- each fully paid at the conversion price of Rs, 77.50 per share, subject to the terms of issue, with a fixed rate of exchange of Rs, 55.67 equal to USD 1.00 at any time on or after 18.10.2012 and prior to the close of business on 01.09.2017.

No conversion has taken place during F.Y. 2014-15 [Previous Year Nil]. Unless previously converted, the bonds are redeemable at maturity on 08.09.2017.

6. Jaypee Infratech Limited [subsidiary company] has provided a letter of Comfort to ICICI Bank UK Plc [at Sl. No 2 above] and ICICI Bank Canada [at Sl. No 3 above] 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.

7. External Commercial Borrowing from State Bank of India, Hongkong Branch [at Sl. No 4 above] has been secured by way of Corporate Guarantee by Jaiprakash Power Ventures Ltd. [JPVL], a subsidiary Company.

8. [i] Unsecured compulsorily convertible term loan of Rs, 25000 Lakhs [Outstanding Rs, 25000 Lakhs] sanctioned by ICICI

Bank Limited is repayable on 16.08.2020. Jaypee Infratech Limited, subsidiary company, has given an undertaking to ICICI Bank Limited to exercise the option to purchase the outstanding amount of the said facility after five years from the first drawdown date i.e. 17.08.2010 or on occurrence of the events as stipulated in the terms & conditions of the sanction.

[ii] Unsecured Loan taken from Banks at Note No.4[II]C is Loan taken from SIDBI in foreign currency [Amount Outstanding Rs, 13821 Lakhs (Previous Year Rs, 19932 Lakhs)] repayable in 14 equal half yearly installments from 30.06.12 to 30.12.18.

9. The Company accepted Fixed Deposit till 31.03.2014 under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years. In accordance with relevant provisions of Companies Act, 2013, the Company is repaying Fixed Deposits accepted from Public.

10. Deferred payment of Land is the amount payable to Yamuna Expressway Industrial Development Authority [YEIDA] by way of half yearly instalments for the land admeasuring 1085.3327 hectares [Inclusive of 99.9320 hectares for Village Development and Abadi Extension] allotted to the Company. Lease Deeds in respect of 965.7390 hectares have been executed and lease Deeds for the balance 19.6617 hectares are yet to be executed, whereas land about 14.5993 hectares remains to be allotted. Current maturities of long term debts includes principal overdue Rs, 6637 Lakhs and interest accrued and due on borrowings includes interest overdues Rs, 4195 Lakhs payable to the Authority.

11. Secured Term Loans from Banks:

(i) Short Term Loan of Rs, 35000 Lakhs sanctioned by Axis Bank Limited [Amount Outstanding Rs, 35000 Lakhs] is secured by way of (i) exclusive charge over A-2 Building [5 Star Resort cum SPA] admeasuring 30813.0 Sq. Meters [7.603 Acres] land along with building constructed thereon and other assets such as furniture and fixtures, equipments, machinery - fixed and movable, structures and any other assets situated at Jaypee Greens, Greater Noida, (ii) subservient charge on all movable Fixed Assets and Current Assets of the Company.

(ii) Short Term Loan of Rs, 50000 Lakhs [Amount Outstanding Rs, 50000 Lakhs] sanctioned by Axis Bank Limited is secured by way of Corporate Guarantee of UltraTech Cement Ltd.

(iii) Short Term Loan of Rs, 100000 Lakhs [Amount Outstanding Rs, 100000 Lakhs] sanctioned by State Bank of India is secured by way of (i) exclusive charge over 57.13 acres of Land situated at Sector-25, SDZ, Jaypee Sports City on Yamuna Expressway, Village - Aurangpur & Gunpura, Tehsil-Sadar, Distt. - Gautam Budh Nagar, Uttar Pradesh (ii) Charge/Lien to the extent of 1.50 times of the Loan Amount on an Escrow Account with State Bank of India (iii) Subservient Charge on the Fixed Assets of the Company except assets specifically charged to Lenders.

12. Working Capital Loans:

(i) The Working Capital facilities [Fund based - Rs, 500 Crores. and Non Fund based - Rs, 4265 Crores.] sanctioned by the Consortium of 19 member Banks with Canara Bank, as Lead, are secured by way of first charge ranking pari passu on Current Assets of the Company i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock- in-Process, Finished Goods, Stores & Spares and Book Debts and second charge ranking pari passu on the Fixed Assets of the Company [except Fixed Assets pertaining to Wind Power Division, Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc.] and other assets specifically charged on specific loans. Further IDBI Bank Ltd. have converted their Non Fund Based Limits [within Consortium] into Fund Based Limits to the extent of Rs, 38500 Lakhs [Amount Outstanding Rs, 32678 Lakhs].

(ii) Working Capital facility include Pre Shipment Credit by Standard Chartered Bank which is secured by way of first charge ranking pari passu by way of equitable mortgage over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh along with Term Loans sanctioned by Standard Chartered Bank Rs, 40000 Lakhs and Rs, 45000 Lakhs [Amount outstanding Rs, 57100 Lakhs].

(iii) Working Capital facility also include Buyer''s Credit etc., to the extent of Rs, 20056 Lakhs availed from Working Captial consortium member Banks out of limit sanctioned to the Company and other Banks.

13. Bill Discounting from SIDBI is secured by way of residual charge on current assets of the Company.

NOTE No. 14.

The Trusts are holding 18,93,16,882 Equity Shares [Previous Year 18,93,16,882] of Rs, 2/- of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. [The Market Value of Shares held in Trusts is Rs, 46,951 Lakhs (Previous Year Rs, 1,01,663 Lakhs)]

NOTE No. 15.

All Investments are Non-trade Investments.

NOTE No. 16.

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.

17. Term Deposits with Maturity more than twelve months includes Rs, 440 Lakhs [Previous Year Rs, 197 Lakhs] pledged as Guarantees / Margin Money with Banks and Others.

18. Term Deposits with Original Maturity less than three months includes Rs, 7 Lakhs [Previous Year Rs, 94 Lakhs] pledged as Guarantees / Margin Money with Banks and Others.

19. Term Deposits with Maturity less than twelve months includes Rs, 14527 Lakhs [Previous Year Rs, 14387 Lakhs] pledged as Guarantees / Margin Money [including Rs, Nil Lakhs (Previous Year Rs, 345 Lakhs) pledged as margin money for Performance Guarantees] with Banks and Others.

20. Balances with Banks in Current Account in Foreign Currency includes Iraqi Dinars 27,377 Million equivalent to Rs, 10 Lakhs which are not available for use by the Company.

21. Term Deposits with Maturity less than twelve months includes Rs, 16000 Lakhs [Previous Year Rs, 16000 Lakhs] earmarked for repayment of Public Deposits.

NOTE No.22.

A Pursuant to the Scheme sanctioned by Hon''ble High Court of Judicature at Allahabad u/s Section 391/394 of the Companies Act,1956 on 14th September, 2015, Jaypee Sports International Limited (100% subsidiary of the Company, now Transferor Company) engaged in business of development of Special Development Zone with sports as core activity and development of Real Estate stand merged as going concern with the company (Transferee Company). Accordingly, all Assets and Liabilities of the above said Undertakings have been transferred w.e.f Appointed date i.e. April 1st, 2014 and the Scheme has come into effect from 16th October, 2015 on filing of the Scheme with the Registrar of Companies, Kanpur.

With effect from the Appointed date, all the business undertakings, assets, liabilities, rights and obligations of the Transferor Company stood transferred to and vested in the Transferee Company in lieu of shares so held by it in the Transferor Company. Upon the scheme becoming effective, all the shares, both preference and equity, beneficially held by the Transferee Company, stand cancelled.

As per the Scheme all the business and activities carried out are for the benefit of and in trust for the Transferee Company from the Appointed date. Thus, the profit or income accruing or arising to the Transferor Company or expenditure or losses arising or incurred by them from the Appointed date are treated as profit or income or expenditure or loss as the case may be of the Transferee Company. The Scheme has accordingly been given effect to in these accounts.

The Amalgamation has been accounted as per the "Purchase method" as prescribed by Accounting Standard [AS 14] - Accounting for Amalgamations issued by the Institute of Chartered Accountants of India and as notified by the Companies (Accounting Standards) Rules, 2006. Accordingly, the assets, liabilities and reserves of the Transferor Company have been taken over at their fair values in accordance with Para 36 to 39 of the said Accounting Standard and are detailed below:

The consideration is discharged in lieu of the shares so held by the Company in the Transferor Company. B Debenture redemption reserve Rs, 2500 Lakhs, being a statutory reserve has been transferred from Transferor Company, correspondingly debiting amalgamation adjustment account. The same has been reversed on payment of debentures during the year for which reserve was created by the Transferor Company.

Pursuant to sanction of the Scheme of Amalgamation:

Authorised Share Capital of the Company stands increased as under:

Equity Share Capital 16,094,000,000 Equity Shares of

Rs, 2/- each Preference Share Capital 28,120,000 Preference Shares of

Rs,100/- each In view of the aforesaid amalgamation effective from 01.04.2014, the figures for the current year are not comparable with those of the previous year.

[b] Securities:

[i] 1,67,59,88,510 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 1,65,67,21,000 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] are pledged as collateral security and has given Non disposal undertaking of 10,21,89,000 Equity Shares of Rs, 10/- each [Previous Year 11,79,20,000 Equity Shares] for the financial assistance granted by Lenders to JPVL for specific projects.

[ii] The Company has pledged 70,83,56,087 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 70,83,56,087 Equity Shares] of Jaypee Infratech Limited (JIL) with IDBI Trusteeship Services Limited (ITSL) (Trustee) held by the Company in favour of ITSL as collateral security for the financial assistance to JIL. The Company has also given Promoter support undertaking to IDBI led consortium loan. Outstanding amount as at 31.03.2015 is Rs, 6,55,000 Lakhs.

[iii] 3,54,27,000 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 3,54,27,000 Equity Shares] of Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL.

[iv] Nil Equity Shares of Rs, 10/- each fully paid-up [Previous Year 15,20,00,000 Equity Shares] of Jaypee Sports International Limited [JPSI] pledged as collateral security for financial assistance granted to JPSI.

[v] 1,83,67,347 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 1,83,67,347 Equity Shares] of Madhya Pradesh Jaypee Minerals Limited [MPJPML] pledged as collateral security for financial assistance granted by the lenders to MPJPML.

Letter of Credit includes Rs, Nil (Previous Year Rs, 3710 Lakhs) given on behalf of Subsidiaries/Joint Ventures/Associates.

[c] 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 Rs, 24060 Lakhs [Previous Year Rs, 24100 Lakhs]. The Liability amounting to Rs, 4775 Lakhs [Previous Year Rs, 4780 Lakhs] on account of custom duty may arise alongwith interest @15% p.a., in the event of non-fulfillment of export obligation.

[vi] 30,00,000 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 30,00,000 Equity Shares] of MP Jaypee Coal Limited [MPJCL] pledged as collateral security for financial assistance granted by the lenders to MPJCL.

[vii] 8,21,40,000 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 8,21,40,000 Equity Shares] of Jaypee Agra Vikas Limited [JAVL] pledged as collateral security for financial assistance granted by the lenders to JAVL.

[viii] The Company has executed non disposal undertaking for 12,00,00,000 Equity Shares [Previous Year 12,00,00,000 Equity Shares] of Jaypee Infratech Limited held by the Company in favour of lenders as collateral security for the financial assistance to Jaypee Fertilizers & Industries Limited. Further, the Company has given first pari passu charge on 1.85329 acres Land [B-Type Building] at Jaypee Greens, Greater Noida for financial assistance to Jaypee Fertilizers & Industries Limited and Jaypee Sports International Limited amounting to Rs, 210 crores and Rs, Nil respectively [Previous Year Rs, 210 crores and Rs, 250 crores respectively] by IndusInd Bank.

[ix] The Company has given Letter of Comfort to ICICI Bank for Non Convertible Debentures issued by Jaiprakash Power Ventures Limited. Value of debentures yet to be redeemed as at 31.03.2015 is Rs, 24513 Lakhs [Previous Year Rs, 73685 Lakhs].

[x] The Company has given Letter of Comfort to Banks for financial assistance taken by Jaiprakash Power Ventures Limited. Outstanding amount as at 31.03.2015 is Rs, 161927 Lakhs.

[xi] The Company has given Letter of Comfort for Non Convertible Debentures issued by Jaypee Infratech Limited. Value of debentures yet to be redeemed as at 31.03.2015 is Rs, 50000 Lakhs [Previous Year Rs, 50000 Lakhs].

[xii] The Company has given Letter of Comfort to SREI Infrastructure Finance Limited for providing financial assistance to Himalyaputra Aviation Limited. Outstanding amount as at 31.03.2015 is Rs, 1564 Lakhs [Previous Year Rs, 1938 Lakhs].

[xiii] The Company has given shortfall undertaking to Banks for providing financial assistance to Bhilai Jaypee Cement Limited. Outstanding amount as at 31.03.2015 is Rs, 12,116 Lakhs [Previous Year Rs, 24000 Lakhs].

[xiv] The Company has given shortfall undertaking to Banks & Financial Institutions for Term Loan & Non Fund based Limit provided to Kanpur Fertilizers & Cement Limited. Outstanding amount of loan as at 31.03.2015 is Rs, 52100 Lakhs [Previous Year Rs, 33125 Lakhs] and outstanding amount of Non Fund based limit utilized as at 31.03.2015 is Rs, 34333 Lakhs [Previous Year Rs, 32353 Lakhs].

[xv] The Company has given shortfall undertaking to Banks for providing financial assistance to Jaypee Cement Corporation limited. Outstanding amount as at 31.03.2015 is Rs, 11140 Lakhs [Previous Year Rs, 15000 Lakhs].

NOTE No.23

The Company has pledged Nil Equity Shares [Previous Year 20,35,000 Equity Shares] held in Delhi Gurgaon Super Connectivity Limited to HUDCO as Security for Loans granted by Lenders to Delhi Gurgaon Super Connectivity Limited.

NOTE No.24.

Letter of Credit facility taken from Axis Bank Limited - Rs, Nil Lakhs [Previous Year Rs, 10000 Lakhs] is secured by way of Subservient charge on the Current Assets of the company.

NOTE No.25.

In the opinion of Board of Directors, Assets other than Fixed Assets and Non-Current Investments 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.

[ii] Deferred Tax [Net Credit] amounting to Rs, 55325 Lakhs [Previous Year (Net Credit) Rs, 11846 Lakhs] has been recognised in the Statement of Profit & Loss for the year ended 31st March, 2015.

The above information is based on information available with the Management

NOTE No.26.

In compliance of Accounting Standard-2, the Company has provided liability of Excise Duty amounting to Rs, 1721 Lakhs [Previous Year Rs, 1173 Lakhs] 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 Rs, 123 Lakhs [Previous Year Debit Rs, 1182 Lakhs] related to difference between Closing and Opening Stock has been credited in the Statement of Profit & Loss.

* 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.

NOTE No. 27.

The External Commercial Borrowings [ECBs] outstanding as on 31.03.2015 of USD 32.50 million, USD 6.629 million, JPY 284.551 million, GBP 5.801 million, CAD 10.261 million and USD 140 million are hedged in respect of coupon as well as repayment. JPY to USD leg for above said ECB of JPY 284.551 million is unhedged.

Foreign Currency Convertible Bonds [2012] outstanding USD 110.40 million, Long Term Borrowings from Banks / Financial Institutions outstanding Euro 20.20 million & USD 5.071 million and Short Term Borrowings from Banks / Financial Institutions outstanding USD 31.600 million & Euro 0.50 million are unhedged as at 31.03.2015.

NOTE No.28.

The Scheme of Arrangement between Jaypee Cement Corporation Limited, wholly owned subsidiary of the Company and Ultratech Cement Limited for sale of Gujarat Cement Plant comprising an integrated 2.4. MTPA Cement Plant at Kutch and 2.4 MTPA Cement Grinding Unit at Wanakbori has been completed on 12th June, 2014. In terms of the Scheme, 1,41,637 equity shares of Rs, 10/- each, fully paid up of Ultratech Cement Limited have been allotted to the Company as per the Scheme of Arrangement for the capital held by the Company in Jaypee Cement Corporation Limited.

NOTE No.29.

The Company has sold 74% stake (9,89,01,000 equity shares owned by it) in the paid-up equity share capital of Bokaro Jaypee Cement Limited (BoJCL) [a joint venture between the Company and Steel Authority of India Ltd.] to M/s. Shri Rangam Securities & Holdings Limited, an Associates / Affiliates of M/s Dalmia Cement (Bharat) Limited, for overall consideration of Rs, 66756 Lakhs. Profit on said transaction aggregating Rs, 48071 Lakhs has been included in Profit on sale of non-current investments.

NOTE No 30.

(i) The Board of Directors have approved Implementation Agreement and Scheme of Arrangement with UltraTech Cement Limited [UTCL] for transfer of two of its Cement Plants with an aggregate grinding capacity of 4.9 Mn TPA and 180 MW Captive Thermal Power Plants at Bela and Sidhi in Madhya Pradesh to UTCL.

The transaction is subject to the approval of Shareholders and Creditors, sanction of the Scheme of Arrangement by the High Courts, approval of the Competition Commission of India and all other Statutory approvals. The Scheme have been approved by Shareholders and Creditors in the Court convened meeting held on 16th May, 2015.

(ii) The Company has entered into a Business Transfer Agreement with M/s Shree Cement Limited for sale of Company''s 1.5 MTPA Cement Grinding Unit at Panipat, Haryana. The transaction has been consummated on 27th April, 2015.

(iii) The carrying amount of assets and liabilities of the discontinuing units [as mentioned in (i) to (ii) above] are Rs, 428365 Lakhs [Previous Year Rs, 452580 Lakhs] and Rs, 130593 Lakhs [Previous Year Rs, 168453 Lakhs] respectively. The following statement shows the revenue and expense of continuing and discontinuing operations:

NOTE No.31.

Related Parties disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

Relationships

[a] Subsidiary Companies [including their subsidiaries]:

[i] 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

[vii] Jaypee Cement Corporation Limited

[viii] Jaypee Fertilizers & Industries Limited

[ix] Himalyaputra Aviation Limited

[x] Jaypee Assam Cement Limited

[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xii] Prayagraj Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiii] Jaypee Meghalaya Power Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiv] Jaypee Health Care Limited [subsidiary of Jaypee Infratech Limited]

[xv] Jaypee Cement Cricket (India) Limited [subsidiary of Jaypee Sports International Limited *]

[xvi] Jaypee Cement Hockey (India) Limited [subsidiary of Jaypee Sports International Limited *]

[xvii] Jaiprakash Agri Initiatives Company Limited [subsidiary of Jaypee Cement Corporation Limited]

[xviii] Himachal Baspa Power Company Limited [w.e.f. 14.03.2014] [subsidiary of Jaiprakash Power Ventures Limited]

[xix] Himachal Karcham Power Company Limited [w.e.f. 14.03.2014] [subsidiary of Jaiprakash Power Ventures Limited]

* merged with the Company appointed date being 01.04.2014

[b] Joint Venture Subsidiaries :

[i] Bhilai Jaypee Cement Limited

[ii] Bokaro Jaypee Cement Limited [till 28.11.2014]

[iii] Gujarat Jaypee Cement & 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]

[c] Associate Companies:

[i] Jaypee Infra Ventures [A Private Company with unlimited liability]

[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] Tiger Hills Holiday Resort Private Limited

[x] Anvi Hotels Private Limited

[xi] Sarveshwari Stone Products Private Limited

[xii] Rock Solid Cement Limited

[xiii] Jaypee International Logistics Company Private Limited

[xiv] Jaypee Hotels Limited

[xv] Jaypee Mining Venture Private Limited

[xvi] Ceekay Estates Private Limited

[xvii] Jaiprakash Exports Private Limited

[xviii] Bhumi Estate Developers Private Limited

[xix] PAC Pharma Drugs and Chemicals Private Limited

[xx] Jaypee Technical Consultants Private Limited

[xxi] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture Associate]

[xxii] Kanpur Fertilizers & Cement Limited [Joint Venture Associate]

[xxiii] Madhya Pradesh Jaypee Minerals Limited [Joint Venture Associate]

[xxiv] MP Jaypee Coal Limited [Joint Venture Associate]

[xxv] MP Jaypee Coal Fields Limited [Joint Venture Associate]

[xxvi] Andhra Cements Limited

[xxvii] Milestone Home Finance Company Private Limited [till 12.03.2014]

[xxviii] Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited Company]

[xxix] Think Different Enterprises Private Limited [w.e.f. 03.03.2015]

[xxx] Dixit Holdings Private Limited

[xxxi] iValue Advisors Private Limited

[xxxii] JC World Hospitality Pvt. Ltd.

[d] Key Management Personnel, where transactions have taken place:

[i] Shri Manoj Gaur, Executive Chairman & C.E.O.

[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman

[iii] Shri Sarat Kumar Jain, Vice Chairman

[iv] Shri Sunny Gaur, Managing Director [Cement]

[v] Shri Pankaj Gaur, Joint Managing Director [Construction]

[vi] Shri Shyam Datt Nailwal, Director [Finance] [till 30.06.2014]

[vii] Shri Ranvijay Singh, Whole-time Director

[viii] Shri Rahul Kumar, Whole-time Director & C.F.O.

[ix] Shri Shiva Dixit, Whole-time Director [w.e.f. 27.05.14]

[e] Relatives of Key Management Personnel, where transactions have taken place

[i] Shri Jaiprakash Gaur

[ii] Smt. Chandra Kala Gaur

[iii] Shri Nanak Chand Sharma

[iv] Shri Gyan Prakash Gaur

[v] Shri Suresh Kumar

[vi] Shri Pawan Kumar Jain

[vii] Shri Sameer Gaur

[viii] Smt Rita Dixit

[ix] Shri Sachin Gaur

[x] Shri Raj Kumar Singh

[xi] Shri Praveen Kumar Singh

[xii] Shri Naveen Kumar Singh

[xiii] Smt. Manju Sharma

[xiv] Smt. Nandita Gaur

[xv] Ms. Manika Gaur

[xvi] Shri Manu Bhaskar Gaur Note: Related party relationships are as identified by the Company and relied upon by the Auditors.

[a] Segments have been identified in accordance with Accounting Standards on Segmental Reporting [AS-17] taking into account the organization structure as well as differential risk and returns of these segments.

[b] Business segment has been disclosed as the primary segment.

[c] Types of Products and Services in each Business Segment:

[i] Construction Civil Engineering Construction/EPC Contracts/Expressway

[ii] Cement Manufacture and Sale of Cement and Clinker

[iii] Hotel/Hospitality/Sports Hotels, Golf Course, Resorts, Spa and Sports Event

[iv] Real Estate Real Estate Development

[v] Power Generation and Sale of Energy

[vi] Investments Investments in Subsidiaries and Joint Ventures for Cement, Power, Expressway, Sports etc.

[vii] Others Includes Coal, Waste Treatment Plant, Heavy Engineering Works, Hitech Castings, Man Power Supply etc.

[d] Segment Revenues, Operating Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis.

[e] Segment Assets exclude Miscellaneous Expenditure & Deferred Tax Asset. Segment Liabilities exclude Deferred Tax Liability.

NOTE No.32.

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to Provident & Pension Fund benefits. Rs, 3076 Lakhs [Previous Year Rs, 3098 Lakhs] has been debited in the Statement of Profit & Loss 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.

NOTE No.33

The Free-hold Land [Agricultural] purchased by the Company for Rs, 3 Lakhs 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 for settlement.

NOTE No.34

The previous year figures have been regrouped/recast/rearranged wherever considered necessary to conform to the current year''s classification.

NOTE No.35.

All the figures have been rounded off to the nearest lakh Rs,.

2. Increase in Share Capital & Securities Premium is on account of issue of shares through Qualified Institutional Placement. Increase in Securities premium is net of expenses on issue of shares.

3. Direct Taxes paid are treated as arising from Operating Activities and are not bifurcated between Investing and Financing activities.

4. During the year, Jaypee Cement Corporation Limited [JCCL] [subsidiary Company] has allotted Preference Shares for Rs, 80,000 Lakhs [Previous Year Preference Shares for Rs, 1,20,000 Lakhs] against the amount receivable from JCCL.

5. Finance Costs includes Premium paid on redemption of Debentures.

6. The Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS - 3) "Cash Flow Statement".

7. Details of Discontinuing operations may be referred from Note No."53" attached to the Balance Sheet.

8. The previous year figures have been regrouped/recast/rearranged wherever considered necessary to conform to the current year''s classification.


Mar 31, 2014

NOTE No."1" As at As at

Contingent Liability not provided for in respect of: 31.03.2014 31.03.2013 Rs. LAKHS Rs. LAKHS

[a] Claims against the Company / Disputed Liability [excluding Income Tax] not 230,699 200,783 acknowledged as debts

The above includes VAT/Sales Tax matter under Appeal to the extent of Rs. 23200 Lakhs [Previous Year Rs. 23488 Lakhs], Excise Tax matter under Appeal to the extent of Rs. 11259 Lakhs [Previous Year Rs. 6658 Lakhs] and Entry Tax matter under Appeal to the extent of Rs. 40884 Lakhs [Previous Year Rs. 36003 Lakhs]

Amount deposited under Protest 69,745 58,422

Bank Guarantee deposited under Protest [included in (b) below] 20,738 19,181

[b] Outstanding amount of Bank Guarantees 169,342 139,960 Margin Money deposited against the above 495 428 Bank Guarantee includes Bank Guarantee for Rs. 30000 Lakhs [Previous Year Rs. 31615 Lakhs] to Subsidiaries and also includes Guarantee amounting to Rs. 25759 Lakhs [Previous Year Rs. 3278 Lakhs] given to Banks and Others on behalf of Subsidiaries/Joint Ventures/Associates.

[c] Income Tax Matters

[i] The Income Tax Assessments of the company have been completed upto Assessment Year 2011-12. Tax value for matters under appeal is Rs. 6812 Lakhs for A.Y. 2011-12. Based on the decision of the Appellate authorities and the interpretation of relevant tax provisions, the Company has been legally advised that the additions made in the assessments are likely to be deleted or substantially reduced. As at 31.03.2014 there is no outstanding tax demand against the Company.

[ii] The Company has received a demand of Rs. 131122 Lakhs towards TDS assessment for the A.Y. 2006-07 to A.Y. 2013-14. The Company has filed an appeal with Commissioner of Income Tax [Appeals] against the above said demand. The Company has also filed an application U/s 154 of the Income Tax Act for rectifying the mistakes apparent from records in the demand order and the same will substantially reduce the demand. Based on the advice of the Counsels and the interpretation of relevant tax provisions, the Company believes it has strong grounds for success of the appeal. Hence no provision is considered in the Financial statements.

[d] The Competition Commission of India ("CCI") passed an order on 20th June, 2012 imposing penalty on 11 cement manufacturers including the Company, allegeing contravention of the provisions of the Competition Act, 2002, and imposed a penalty of Rs. 132360 Lakhs on the Company.

The Company has filed an appeal against the said order before the Competition Appellate Tribunal. The matter is currently pending before the Competition Appellate Tribunal. However, the Competition Appellate Tribunal has, by its orders dated September 13, 2012 and October 11, 2012, ordered that no coercive steps be taken against the Company for recovery of the penalty imposed. As per directions of the Competition Appellate Tribunal an amount of Rs. 13236 lakhs has been deposited which will remain with them and not to be disbursed during the pendency of the appeal. Based on the advice of the Counsels, as well as its own assessment, the Company believes it has strong grounds for success of the appeal. Hence no provision is considered in the Financial statements.

[e] The Hon''ble High Court of Himachal Pradesh, vide order dated 04.05.2012, imposed damages of Rs. 10000 Lakhs holding certain contraventions of the Water (Prevention & Control of Pollution ) Act, 1974 , Air (Prevention & Control of Pollution) Act, 1981 & Environment Impact Assessment Notification in respect of the Company''s Cement plant at Bagheri, Himachal Pradesh. The Company has filed Special Leave Petition before the Hon''ble Supreme Court against the said Order which is pending for disposal. As per directions of the Hon''ble Supreme Court an amount of Rs. 5000 lakhs has been deposited with the State Government which will remain with them and not to be disbursed during the pendency of the appeal. Based on advice of the Counsels no provision is considered in the Financial Statements.

NOTE No."2" Commitments:

[c] 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 Rs. 24100 Lakhs [Previous Year Rs. 24100 Lakhs] till 31.03.2015. The Liability amounting to Rs. 4780 Lakhs [Previous Year Rs. 4780 Lakhs] on account of custom duty may arise alongwith interest @15% p.a., in the event of non-fulfillment of export obligation.

[b] Securities:

[i] 1,65,67,21,000 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 1,29,45,09,231 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] are pledged as collateral security and has given Non disposal undertaking of 11,79,20,000 Equity Shares of Rs. 10/- each for the financial assistance granted by Lenders to JPVL for specific projects.

[ii] The Company has pledged 70,83,56,087 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 70,83,56,087 Equity Shares] of Jaypee Infratech Limited (JIL) with IDBI Trusteeship Services Limited (ITSL) (Trustee) of JIL held by the Company in favour of ITSL as collateral security for the financial assistance to JIL.

[iii] 3,54,27,000 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 3,54,27,000 Equity Shares] of Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL.

[iv] 15,20,00,000 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 15,20,00,000 Equity Shares] of Jaypee Sports International Limited [JPSI] pledged as collateral security for financial assistance granted to JPSI on issuance of Compulsory Convertible Debentures.

[v] 1,83,67,347 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 64,28,571 Equity Shares] of Madhya Pradesh Jaypee Minerals Limited [MPJPML] pledged as collateral security for financial assistance granted by the lenders to MPJPML.

[vi] 30,00,000 Equity Shares of Rs. 10/- each fully paid-up of MP Jaypee Coal Limited [MPJCL] pledged as collateral security for financial assistance granted by the lenders to MPJCL.

[vii] 8,21,40,000 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 8,21,40,000 Equity Shares] of Jaypee Agra Vikas Limited [JAVL] pledged as collateral security for financial assistance granted by the lenders to JAVL.

[viii] The Company has executed non disposal undertaking for 12,00,00,000 Equity Shares [Previous Year 7,00,00,000 Equity Shares] of Jaypee Infratech Limited held by the Company in favour of lenders as collateral security for the financial assistance to Jaypee Fertilizers & Industries Limited. Further, the Company has given first pari passu charge on 1.85329 acres Land [B-Type Building] at Jaypee Greens, Greater Noida for financial assistance to Jaypee Fertilizers & Industries Limited and Jaypee Sports International Limited amounting to Rs. 210 crores and Rs. 250 crores respectively by IndusInd Bank.

[ix] The Company has given Letter of Comfort to ICICI Bank for Non Convertible Debentures amounting Rs. 73685 Lakhs [Previous Year Rs. 98259 Lakhs] issued by Jaiprakash Power Ventures Limited.

[x] The Company has given Letter of Comfort for Non Convertible Debentures amounting Rs. 50000 Lakhs [Previous Year Rs. 50000 Lakhs] issued by Jaypee Infratech Limited.

[xi] The Company has given Letter of Comfort to SREI Infrastructure Finance Limited for Rs. 1938 Lakhs [Previous Year Rs. 2371 Lakhs] for providing financial assistance to Himalyaputra Aviation Limited

[xii] The Company has given shortfall undertaking to Banks amounting Rs. 24000 Lakhs [Previous Year Rs. 34000 Lakhs] for providing financial assistance to Bhilai Jaypee Cement Limited.

[xiii] The Company has given shortfall undertaking to ICICI Bank and State Bank of India for Term Loan amounting Rs. 33125 Lakhs [Previous Year Rs. 30000 Lakhs] & Non Fund based Limit utilized for Rs. 77000 Lakhs [Previous Year Rs. 10000 Lakhs] provided by ICICI Bank to Kanpur Fertilizers & Cement Limited.

NOTE No."3"

The Company has pledged 20,35,000 Equity Shares [Previous Year 20,35,000 Equity Shares] held in Delhi Gurgaon Super Connectivity Limited to HUDCO as Security for Loans granted by Lenders to Delhi Gurgaon Super Connectivity Limited.

NOTE No."4"

Letter of Credit facility taken from Axis Bank Limited - Rs. 10000 Lakhs [Previous Year Rs. 10000 Lakhs] is secured by way of Subservient charge on the Current Assets of the company.

NOTE No."5"

In the opinion of Board of Directors, Assets other than Fixed Assets and Non-Current Investments 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.

NOTE No."6"

Other Payables shown under the head "Other Current Liabilities" include Book Overdraft of Rs. 112 Lakhs [Previous Year Rs. 1220 Lakhs].

NOTE No."7"

In compliance of Accounting Standard-2 [Revised], the Company has provided liability of Excise Duty amounting to Rs. 1173 Lakhs [Previous Year Rs. 2130 Lakhs] 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 Rs. 1182 Lakhs [Previous Year Debit Rs. 1164 Lakhs] related to difference between Closing and Opening Stock has been credited in the Statement of Profit & Loss.

NOTE No."8"

The External Commercial Borrowings [ECBs] outstanding as on 31.03.2014 of USD 32.50 million, USD 9.52 million, JPY 408.84 million, GBP 17.42 million, CAD 30.81 million and USD 150 million are hedged in respect of coupon as well as repayment. Hedging of JPY to USD in respect of JPY 408.84 million yet to be done.

As on 31.03.2014, the Company has outstanding exposure of USD 110.40 million [unhedged] against Foreign Currency Convertible Bonds [2012].

NOTE No."9"

Related Parties disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

Relationships

[a] Subsidiary Companies [including their subsidiaries]:

[i] 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

[vii] Jaypee Cement Corporation Limited

[viii] Jaypee Fertilizers & Industries Limited

[ix] Himalyaputra Aviation Limited

[x] Jaypee Assam Cement Limited

[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xii] Prayagraj Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiii] Jaypee Meghalaya Power Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiv] Jaypee Health Care Limited [w.e.f. 30.10.2012] [subsidiary of Jaypee Infratech Limited]

[xv] Jaypee Cement Cricket (India) Limited [w.e.f. 20.10.2012] [subsidiary of Jaypee Sports International Limited]

[xvi] Jaypee Cement Hockey (India) Limited [w.e.f. 05.11.2012] [subsidiary of Jaypee Sports International Limited]

[xvii] Jaypee Agri Initiatives Company Limited [w.e.f. 25.03.2013] [subsidiary of Jaypee Cement Corporation Limited]

[xviii] Himachal Baspa Power Company Limited [w.e.f. 14.03.2014] [subsidiary of Jaiprakash Power Ventures Limited]

[xix] Himachal Karcham Power Company Limited [w.e.f. 14.03.2014] [subsidiary of Jaiprakash Power Ventures Limited]

[b] Joint Venture Subsidiaries :

[i] Bhilai Jaypee Cement Limited

[ii] Bokaro Jaypee Cement Limited

[iii] Gujarat Jaypee Cement & 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]

[c] Associate Companies:

[i] Jaypee Infra Ventures [A Private Company with unlimited liability]

[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 [till 24.03.2013]

[x] Tiger Hills Holiday Resort Private Limited

[xi] Anvi Hotels Private Limited

[xii] Sarveshwari Stone Products Private Limited

[xiii] Rock Solid Cement Limited

[xiv] Jaypee International Logistics Company Private Limited

[xv] Jaypee Hotels Limited

[xvi] Jaypee Mining Venture Private Limited

[xvii] Ceekay Estates Private Limited

[xviii] Jaiprakash Exports Private Limited

[xix] Bhumi Estate Developers Private Limited

[xx] PAC Pharma Drugs and Chemicals Private Limited

[xxi] Jaypee Technical Consultants Private Limited

[xxii] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture]

[xxiii] Kanpur Fertilizers & Cement Limited [Joint Venture]

[xxiv] Madhya Pradesh Jaypee Minerals Limited [Joint Venture]

[xxv] MP Jaypee Coal Limited [Joint Venture]

[xxvi] MP Jaypee Coal Fields Limited [Joint Venture]

[xxvii] Andhra Cements Limited

[xxviii] Milestone Home Finance Company Private Limited [w.e.f. 28.09.2012 & upto 12.03.2014]

[xxix] Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited Company] [w.e.f. 12.06.2012]

[d] Key Management Personnel, where transactions have taken place: [i] Shri Manoj Gaur, Executive Chairman & C.E.O.

[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman

[iii] Shri Sarat Kumar Jain, Vice Chairman

[iv] Shri Sunny Gaur, Managing Director [Cement]

[v] Shri Pankaj Gaur, Joint Managing Director [Construction]

[vi] Shri Shyam Datt Nailwal, Director [Finance]

[vii] Shri Ranvijay Singh, Whole time Director

[viii] Shri Ravindra Kumar Singh, Whole time Director till 14.10.2012

[ix] Shri Rahul Kumar, Whole time Director & C.F.O.

[e] Relatives of Key Management Personnel, where transactions have taken place [i] Shri Jaiprakash Gaur

[ii] Shri Nanak Chand Sharma [iii] Shri Gyan Prakash Gaur [iv] Shri Suresh Kumar [v] Shri Pawan Kumar Jain [vi] Shri Sameer Gaur [vii] Smt Rita Dixit [viii] Shri Sachin Gaur [ix] Shri Raj Kumar Singh [x] Shri Praveen Kumar Singh [xi] Shri Naveen Kumar Singh [xii] Smt. Manju Sharma [xiii] Smt Neha Goyal

Note: Related party relationships are as identified by the Company and relied upon by the Auditors.

NOTE No."10"

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to Provident Fund benefits. Rs. 3098 Lakhs [Previous Year Rs. 3014 Lakhs] has been debited in the Statement of Profit & Loss 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.

NOTE No."11"

The Free-hold Land [Agricultural] purchased by the Company for Rs. 3 Lakhs 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 for settlement.

NOTE No."12"

The Company has signed Agreement for sale of 74% stake (9,89,01,000 equity shares owned by it) in the paid-up equity share capital of Bokaro Jaypee Cement Limited (BOJCL) [a joint venture between the Company and Steel Authority of India Ltd (SAIL)] to M/s. Dalmia Cement (Bharat) Limited or any of its Associates / Affiliates. The above stake sale is subject to the approval of SAIL and such other approvals, as may be necessary from lenders of BoJCL and concerned authorities. The consideration for the transaction works out to approximately Rs. 69.74 per share.

NOTE No."13"

Figures for the previous year have been regrouped/recast/rearranged wherever considered necessary to conform to this year''s classification.

NOTE No."14"

All the figures have been rounded off to the nearest lakh Rs.


Mar 31, 2013

1.1 Issued, Subscribed and Paid-up Share Capital in number comprises of Shares for consideration in cash 20,219,850 Equity Shares [Previous Year 2,02,19,850] allotted under "Jaypee Employees Stock Purchase Scheme 2002";

12,500,000 Equity Shares [Previous Year 1,25,00,000] allotted under "Jaypee Employees Stock Purchase Scheme 2009";

201,623,717 Equity Shares [Previous Year 17,31,78,150] allotted on conversion of Foreign Currency Convertible Bonds;

10,000,000 Equity Shares [Previous Year 1,00,00,000] allotted to Promoters on Preferential Basis and 64,204,810 Equity Shares allotted through Qualified Institutional Placement as on 06.02.2013.

Shares for consideration other than cash

860,865,055 Equity Shares [Previous Year 86,08,65,055] allotted in terms of the Scheme of Amalgamation effec- tive from 11.03.2004;

124,378,825 Equity Shares [Previous Year 12,43,78,825] allotted in terms of Scheme of Amalgamation effective from 22.08.2006;

218,010,985 Equity Shares [Previous Year 21,80,10,985] allotted pursuant to Scheme of Amalgamation effective from 27.05.2009 and

707,280,317 Equity Shares [Previous Year 70,72,80,317] allotted as Bonus Shares .

2.1 Loans from State Government includes :

[i] Interest Free Loans granted by U.P.Financial Corporation (UPFC) under Audyogik Nivesh Protshahan Yojna Scheme at Grinding Unit in Tanda (U.P.) are secured by way of First Charge on the Fixed Assets of the respective Unit of the Company. The same is repayable on or before completion of 10 years from the day on which it is received. Repayment will commence from F.Y. 2016-17.

[ii] Interest free loan granted by DIC, Panipat, Haryana at Grinding Unit in Panipat (Haryana) is secured against Bank Guarantee. The same is repayable on or before completion of 5 years from the day on which it is received. Repayment will commence from F.Y. 2014-15.

[iii] Interest Free Loans granted by Pradeshiya Industrial & Investment Corporation Limited at Grinding Unit in Sikandrabad (U.P.) is secured against Bank Guarantee. The same is repayable on or before completion of 10 years from the day on which it is received. Repayment will commence from F.Y. 2022-23.

2.2 Advances from Clients includes loan granted by Client for purchase of Plant & Machinery for the Contract on Hypothecation of Construction Material and Plant & Equipment.

2.3 Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.4[II]A are given as under :

[a] The Company has issued 1,50,000, 5.75% Foreign Currency Convertible Bonds [FCCB-2012] of USD 1,000 each aggregating to USD 150 Million at par on 07.09.2012. These Bonds are convertible at the option of bond- holders into equity shares of Rs. 2/- each fully paid at the conversion price of Rs. 77.50 per share, subject to the terms of issue, with a fixed rate of exchange of Rs. 55.67 equal to USD 1.00 at any time on or after 18.10.2012 and prior to the close of business on 01.09.2017.

During the Current Financial Year 39,600 FCCBs of USD 1,000 each aggregating to USD 39.60 Million were converted into 2,84,45,567 Equity Shares of Rs. 2/- each.

Unless previously converted, the bonds are redeemable at maturity on 08.09.2017.

[b] The Company had issued 1,65,000 0.50% Foreign Currency Convertible Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165 Million at par on 09.03.2006. Unless previously converted, the bonds are redeemable at maturity on 09.03.2013 at a premium of 32.071 %.

FCCBs of Euro 0.255 Million were outstanding as on 31.03.2012. No conversion has taken place during F.Y. 2012-13. FCCBs aggregating Euro 0.255 million were redeemed on the due date alongwith the Redemption Premium amounting Euro 0.80 million.

[c] The Company had issued 4,00,000 Zero Coupon Foreign Currency Convertible Bonds [FCCB-III] of USD 1000 each aggregating to USD 400 Million at par on 11.09.2007. Unless previously converted, the bonds are redeemable at maturity on 12.09.2012 at a premium of 47.701 %.

FCCBs of USD 354.475 Million were outstanding as on 31.03.2012. No conversion has taken place during F.Y. 2012-13. FCCBs aggregating USD 354.475 million were redeemed on the due date alongwith the Redemption Premium amounting USD 169.09 million.

2.3.1 Jaypee Infratech Limited has provided a letter of Comfort to ICICI Bank UK Plc [at Sl. No 2 above] and ICICI Bank Canada [at Sl. No 3 above] 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.

2.3.2 External Commercial Borrowing from State Bank of India, Hongkong Branch [at Sl. No 4 above] has been secured by way of Corporate Guarantee by Jaiprakash Power Ventures Ltd. [JPVL], a subsidiary Company and Pledge of 10 Crores Equity Shares of Rs. 2/- each of JPVL held in JPVL Trust, beneficial owner of the trust being JPVL.

2.4 Unsecured Loan taken from Banks at Note No.4[II]C is Loan taken from SIDBI in foreign currency [Amount Outstanding Rs. 21295 Lakhs] repayable in 14 equal half yearly installments from 30.06.12 to 30.12.18.

2.5 The Company accepts Fixed Deposit under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years.

3.1 Secured Term Loans from Banks includes:

(i) Working Capital Demand Loan of Rs. 10000 Lakhs availed from Axis Bank Limited secured by way of Subservient and Subsequent Charge over the Current Assets of the Company.

(ii) Short-term Loan of Rs. 200 Lakhs availed from Union Bank of India is secured against Fixed Deposits with the Bank.

(iii) Short-term Loan of Rs. 200 Lakhs availed from Oriental Bank of Commerce is secured against Fixed Deposits with the Bank.

3.2 The Working Capital facilities [both Fund and Non Fund] availed from the Consortium member Banks with Canara Bank, as Lead, are secured by way of first charge ranking pari passu on Current Assets i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and 2nd charge on the Fixed Assets of the Company [except pertaining to Wind Power, Real Estate Division and Fixed assets specifi- cally charged to State Government /State Financial Institutions for availing interest free loans etc., and other assets specifically charged on specific loans.

NOTE No. "4.1"

The Trusts are holding shares of 18,93,16,882 Equity Shares [Previous Year 18,93,16,882] of Rs. 2/- of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. [The Market Value of Shares held in Trusts is Rs. 1,23,908 Lakhs (Previous Year Rs. 1,54,672 Lakhs)]

NOTE No. "4.2"

All Investments are Non-trade Investments.

NOTE No. "4.3"

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.

"5.1" Fixed Deposit of Rs. 1750 Lakhs [Previous Year Rs. 1579 Lakhs) pledged as Margin Money including Rs. 274 Lakhs [Previous Year Rs. 708 Lakhs] pledged as Performance Guarantees] with Banks and Others.

"5.2"Cash-on-hand and Balances with Non Scheduled Banks in Foreign Currency includes Iraqi Dinars 27,377 Million equivalent to Rs. 10 Lakhs which are not available for use by the Company.

"5.3" Fixed Deposit with Banks include Rs. 4032 Lakhs [Previous Year Rs. 4566 Lakhs] with original maturity of more than 12 months.

"5.4" Fixed Deposits includes Rs. 19100 Lakhs [Previous Year Rs. 8500 Lakhs] earmarked for repayment of Public Deposits.

NOTE No."6"

The Company has pledged 20,35,000 Equity Shares [Previous Year 20,35,000 Equity Shares] held in Delhi Gurgaon Super Connectivity Limited to HUDCO as Security for Loans granted by Lenders to Delhi Gurgaon Super Connectivity Limited.

NOTE No."7"

Letter of Credit facility taken from Axis Bank Limited - Rs. 10000 Lakhs [Previous Year Rs.10000 Lakhs] is secured by way of Subservient charge on the Current Assets of the company.

NOTE No."8"

In the opinion of Board of Directors, Assets other than Fixed Assets and Non-Current Investments 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.

NOTE No."9"

During the year, the Company has issued 6,42,04,810 Equity Shares of Rs. 2/- each at an issue price of Rs. 83/- per share to Qualified Institutional Buyers. The Company received Rs. 53290 Lakhs through the said Qualified Institutional Placement.

NOTE No."10"

Other Payables shown under the head "Other Current Liabilities" include Book Overdraft of Rs. 1220 Lakhs [Previous Year Rs. 1701 Lakhs].

NOTE No."11"

Disclosure as required under Notification No.G.S.R.719 [E] dated 16th November, 2007 issued by the Department of Corporate Affairs [as certified by the Management]:

NOTE No."12"

Balances of some of the Trade Receivables, Trade Payables, 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.

NOTE No."13"

In compliance of Accounting Standard-2 [Revised], the Company has provided liability of Excise Duty amounting to Rs. 2130 Lakhs [Previous Year Rs. 1412 Lakhs] 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 Rs. (1981 Lakhs) [Previous Year Rs. 2590 Lakhs] related to difference between Closing and Opening Stock has been debited in the Statement of Profit & Loss.

NOTE No."14"

The External Commercial Borrowings [ECBs] outstanding as on 31.03.2013 of JPY 5850 million , USD 32.50 million, USD 12.42 million, JPY 533.12 million, GBP 29.03 million, CAD 51.35 million and USD 150 million are hedged in respect of coupon as well as repayment. Hedging of JPY to USD in respect of JPY 533.12 million yet to be done.

As on 31.03.2013, the Company has outstanding exposure of USD 110.40 million [unhedged] against Foreign Currency Convertible Bonds [2012].

NOTE No."15"

Related Parties disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

Relationships

[a] Subsidiary Companies [including their subsidiaries]:

[i] 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

[vii] Jaypee Cement Corporation Limited

[viii] Jaypee Fertilizers & Industries Limited

[ix] Himalyaputra Aviation Limited [w.e.f. 23.07.2011]

[x] Jaypee Assam Cement Limited [w.e.f. 10.11.2011]

[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xii] Prayagraj Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiii] Jaypee Meghalaya Power Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiv] Jaypee Health Care Limited [w.e.f. 30.10.2012] [subsidiary of Jaypee Infratech Limited]

[xv] Jaypee Cement Cricket (India) Limited [w.e.f. 20.10.2012] [subsidiary of Jaypee Sports International Limited]

[xvi] Jaypee Cement Hockey (India) Limited [w.e.f. 05.11.2012] [subsidiary of Jaypee Sports International Limited]

[xvii] Jaiprakash Agri Initiatives Company Limited [w.e.f. 25.03.2013] [subsidiary of Jaypee Cement Corporation Limited]

[b] Joint Venture Subsidiaries :

[i] Bhilai Jaypee Cement Limited

[ii] Bokaro Jaypee Cement Limited

[iii] Gujarat Jaypee Cement & 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]

[c] Associate Companies:

[i] Jaypee Infra Ventures [A Private Company with unlimited liability]

[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 [till 24.03.2013]

[x] Tiger Hills Holiday Resort Private Limited

[xi] Anvi Hotels Private Limited

[xii] Sarveshwari Stone Products Private Limited

[xiii] Rock Solid Cement Limited

[xiv] Jaypee International Logistics Company Private Limited

[xv] Jaypee Hotels Limited

[xvi] Jaypee Mining Venture Private Limited

[xvii] Ceekay Estates Private Limited

[xviii] Jaiprakash Exports Private Limited

[xix] Bhumi Estate Developers Private Limited

[xx] PAC Pharma Drugs and Chemicals Private Limited

[xxi] Jaypee Technical Consultants Private Limited

[xxii] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture]

[xxiii] Kanpur Fertilizers & Cement Limited [Joint Venture]

[xxiv] Madhya Pradesh Jaypee Minerals Limited [Joint Venture]

[xxv] MP Jaypee Coal Limited [Joint Venture]

[xxvi] MP Jaypee Coal Fields Limited [Joint Venture]

[xxvii] GM Global Mineral Mining Private Limited

[xxviii] Andhra Cements Limited [w.e.f. 10.02.2012]

[xxix] Milestone Home Finance Company Private Limited [w.e.f. 28.09.2012]

[xxx] Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited Company] [w.e.f. 12.06.2012]

[d] Key Management Personnel, where transactions have taken place:

[i] Shri Manoj Gaur, Executive Chairman & C.E.O.

[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman

[iii] Shri Sarat Kumar Jain, Vice Chairman

[iv] Shri Sunny Gaur, Managing Director [Cement]

[v] Shri Pankaj Gaur, Joint Managing Director [Construction]

[vi] Shri Shyam Datt Nailwal, Director [Finance]

[vii] Shri Ranvijay Singh, Whole time Director

[viii] Shri Ravindra Kumar Singh, Whole time Director till 14.10.2012

[ix] Shri Rahul Kumar, Whole time Director & C.F.O.

[e] Relatives of Key Management Personnel, where transactions have taken place

[i] Shri Jaiprakash Gaur

[ii] Shri Nanak Chand Sharma

[iii] Shri Gyan Prakash Gaur

[iv] Shri Suresh Kumar

[v] Shri Pawan Kumar Jain

[vi] Shri Sameer Gaur

[vii] Smt Rita Dixit

[viii] Shri Sachin Gaur

[ix] Shri Raj Kumar Singh

[x] Shri Praveen Kumar Singh

[xi] Shri Naveen Kumar Singh

[xii] Smt. Manju Sharma

[xiii] Smt Neha Goyal

NOTE No."16"

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to Provident Fund benefits. Rs. 3014 Lakhs [Previous Year Rs. 2758 Lakhs] has been debited in the Statement of Profit & Loss 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.

NOTE No."17"

The Free-hold Land [Agricultural] purchased by the Company for Rs. 3 Lakhs 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 for settlement.

NOTE No."18"

Figures for the previous year have been regrouped/recast/rearranged wherever considered necessary to conform to this year''s classification.

NOTE No."19"

All the figures have been rounded off to the nearest lakh Rs.


Mar 31, 2012

1. Loans from State Government includes :

[i] 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. The same is repayable witin 10 years from the year in which it is received, repayment will commence from F.Y. 2017-18.

[ii] Interest free loan granted by DIC, Panipat, Haryana is secured against BG. The same is repayable within 5 years from the year in which it is received, repayment will commence from F.Y. 2014-15.

2. Advances from Clients includes loan granted by Client for purchase of Plant & Machinery for the Contract on Hypothecation of Construction Material and Plant & Equipment.

3. Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.4[II]A are given as under :

[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 Rs. 10/- each fully paid at the conversion price of Rs. 558.773 per share, subject to the terms of issue, with a fixed rate of exchange of Rs. 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 Rs. 10/- each into 5 Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs. 2/- each at the conversion price of Rs. 74.5031 per share.

1451 FCCBs of Euro 1,000 each were reedeemed on 09.04.2011 (Previous Year 2500 FCCBs of Euro 1,000 each were converted into 17,98,549 Equity Shares of Rs. 2/- each on 05.08.2010).

255 FCCBs of Euro 1,000 each [Previous Year 1,706] were outstanding as on 31.03.2012. Upon conversion of the outstanding Bonds into Equity Shares, the Share Capital of the Company will increase by 1,83,452 Equity Shares of Rs. 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 31.03.2012 is Euro 1271.914 (Previous Year Euro 1222.001) per Bond]. A reserve aggregating to Rs. 48 Lakhs (Previous Year Rs. 242 Lakhs) upto 31.03.2012 has been created for the redemption premium on outstanding FCCBs.

[b] 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 Rs. 10/- each fully paid at the conversion price of Rs. 1,238.78 per share, subject to the terms of issue, with a fixed rate of exchange of Rs. 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 Rs. 10/- each into 5 Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs. 2/- each at the conversion price of Rs. 165.1707 per share.

No conversion has taken place during F.Y. 2011-12 (Previous Year Nil).

FCCBs of USD 354.475 Million (Previous Year USD 354.475 Million) were outstanding as on 31.03.2012. Upon conversion of the Bonds into Equity Shares, the Share capital of the Company will increase by 8,65,95,663 Equity shares of Rs. 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 31.03.2012 is USD 1,42,681.717 (Previous Year USD 1,31,980.712) for a principle amount of USD 1,00,000]. A reserve aggregating to Rs. 77963 Lakhs (Previous Year Rs. 51172 Lakhs) upto 31.03.2012 has been created for the redemption premium on outstanding FCCBs.

5. 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.

6. Unsecured Loan taken from Banks at Note No.4[II]C is Loan taken from SIDBI in foreign currency [Amount Outstanding Rs. 23772 Lakhs] repayable in 14 equal half yearly instalments from 30.06.12 to 30.12.2018.

7. The Company accepts Fixed Deposit under Fixed Deposits Scheme from Public which are repayable in one year, two year and three years.

8.The Working Capital facilities [both Fund and Non Fund] availed from the Consortium member Banks with Canara Bank, as Lead, are secured by way of first charge ranking pari passu on Current Assets i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and 2nd charge on the Fixed Assets of the Company [except pertaining to Wind Power, Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc., and other assets specifically charged on specific loans.

9. Maximum balance of Commercial Papers outstanding during the year Rs. 100000 Lakhs [Previous Year Rs. 150000 Lakhs].

NOTE No. 10

The Trusts are holding 18,93,16,882 Equity Shares [Previous Year 18,93,16,882] of Rs. 2/- of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. [The Market Value of Shares held in Trusts is Rs. 154672 Lakhs (Previous Year Rs. 175686 Lakhs)]

NOTE No.11

All Investments are Non-trade Investments.

NOTE No.12

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.

NOTE No.13

Jaypee Karcham Hydro Corporation Limited merged with Jaiprakash Power Ventures Limited w.e.f. 01.04.2010, shares on merger credited during F.Y. 2011-12.

"20.2" Cash-in-hand and Balances with Non Scheduled Banks in Foreign Currency includes Iraqi Dinars 27,377 Million equivalent to Rs. 10 Lakhs which are not available for use by the Company.

NOTE No.14

Pursuant to the Scheme sanctioned by Hon'ble High Court of Judicature at Allahabad u/s 391/394 of the Companies Act,1956 on 9th April, 2012, (i) South Cement Undertaking, (ii) West Cement Undertaking , (iii) Asbestos Undertaking, (iv) Heavy Engineering Works undertaking & (v) Foundry Undertaking stand demerged and transferred to and vested in the Transferee Company i.e.Jaypee Cement Corporation Limited [100% subsidiary of the Company]. Accordingly, all Assets and Liabilities of the above said Undertakings have been transferred w.e.f Appointed date i.e. April 1st, 2011 and the Scheme has come into effect from April 18th, 2012 on filing of the Scheme with the Registrar of Companies.

With effect from the Appointed date, all the business undertakings, assets, liabilities, rights and obligations of each of the Demerged Undertakings stood transferred to and vested in the Transferee Company for a net consideration of Rs. 4030.98 crores.

With effect from the Appointed date all the businesses and activities carried on by the abovesaid Demerged undertakings of the Transferor Company is in trust for and for the benefit of the Transferee Company. Thus, the Profit or Income accruing or arising in respect of Demerged Undertakings or expenditure or losses arising or incurred by them from the Appointed date are treated as profit or income or expenditure or loss as the case may be of the Transferee Company. The Scheme has accordingly been given effect to in these Accounts.

NOTE No.15 As at As at 31.03.2012 31.03.2011 Rs. Lakhs Rs. Lakhs

Contingent Liability not provided for in respect of:

[a] Claims against the Company / Disputed Liability [including Tax] not acknowledged as 178,347 139,487 debts

Amount deposited under Protest 42,745 25,934

Bank Guarantee deposited under Protest [included in (b) below] 14,945 14,953

Indemnity Bond - 1,638

[b] Outstanding amount of Bank Guarantees 163,927 136,673

Margin Money deposited against the above 884 1,322

The Outstanding Amount of Bank Guarantees as at 31.03.2012 do not include Bank Guarantees given for Demerged undertakings amounting Rs 2326 Lakhs

[c] Income Tax matters under appeal 4,082 400

[a] Estimated amount of Contracts remaining to be executed on capital account and not 58,119 132,091 provided for (net of advances)

[b] Outstanding Letters of Credit 36,178 57,414

Margin Money deposited against the above 2 8

The Outstanding Letter of Credit as at 31.03.2012 do not include Bank Guarantees given for Demerged undertakings amounting Rs. 805 Lakhs

[c] 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 Rs. 24468 Lakhs [Previous Year Rs. 24468 Lakhs] till 31.03.2015. The Liability amounting to Rs. 4826 Lakhs [Previous Year Rs. 4826 Lakhs] on account of custom duty may arise alongwith interest @15% p.a., in the event of non-fulfillment of export obligation.

[b] Securities for Subsidiaries:

[i] 134,24,09,231 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 108,37,00,000 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] 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 Rs. 198257 Lakhs [Previous Year Rs. 198257 Lakhs] issued by Jaiprakash Power Ventures Limited.

[iii] Nil Equity Shares of Rs. 10/- each fully paid-up [Previous Year 27,75,00,000 Equity Shares] of Jaypee Karcham Hydro Corporation Limited [JKHCL] [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.

[iv] The Company has pledged 36,78,00,000 Equity Shares of Rs. 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.

[v] 6,02,25,900 Equity Shares of Rs. 10/- each fully paid-up [Previous Year 6,02,25,900 Equity Shares] of Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL.

[vi] 15,20,00,000 Equity Shares of Jaypee Sports International Limited [JPSI] pledged as collateral security for financial assistance granted to JPSI on issuance of Compulsory Convertible Debentures.

NOTE No.16

The Company has pledged 20,35,000 Equity Shares held in Delhi Gurgaon Super Connectivity Limited to HUDCO as Security for Loans granted by Lenders to Delhi Gurgaon Super Connectivity Limited.

NOTE No.17

Letter of Credit facility taken from Axis Bank Limited - Rs. 10000 Lakhs is secured by way of Subservient charge on the Current Assets of the Company.

NOTE No.18

In the opinion of Board of Directors, Assets other than Fixed Assets and Non-Current Investments 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.

NOTE No.19

[a] The Provision for Taxation made in the Statement of Profit & Loss includes Rs. 45 Lakhs [Previous Year Rs. 40 Lakhs] towards Provision for Wealth Tax Expense for the year.

NOTE No.20

Other Payables shown under the head "Other Current Liabilities" include Book Overdraft of Rs. 1701 Lakhs [Previous Year Rs. 858 Lakhs].

NOTE No.21

Disclosure as required under Notification No.G.S.R.719 [E] dated 16th November, 2007 issued by the Department of Corporate Affairs [as certified by the Management]:

NOTE No.22

Balances of some of the Trade Receivables, Trade Payables, 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.

NOTE No.23

[a] In compliance of Accounting Standard-2 [Revised], the Company has provided liability of Excise Duty amounting to Rs. 1412 Lakhs [Previous Year Rs. 3784 Lakhs] on the stocks of Finished Goods lying at Works. However, there is no impact on the profit for the current year.

[b] The Excise Duty of Rs. (1981 Lakhs) [Previous Year Rs. 2590 Lakhs] related to difference between Closing and Opening Stock has been debited in the Statement of Profit & Loss.

NOTE No.24

The External Commercial Borrowings [ECBs] outstanding as on 31.03.2012 of JPY 13493.025 million , USD 32.50 million, USD 15.31 million, JPY 655.41 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 655.41 million yet to be done.

As on 31.03.2012, the Company has outstanding exposure of Euro 0.255 Million [unhedged] against Foreign Currency Convertible Bonds [FCCB-II] [Previous Year Euro 1.706 Million] and USD 354.475 Million against Foreign Currency Convertible Bonds [FCCB-III] (Previous Year USD 354.475 Million) (USD 250 Million hedged ,balance unhedged) pending conversion into Equity Share Capital.

NOTE No.25

Related Parties disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

Relationships

[a] Subsidiary Companies [including their subsidiaries]:

[i] 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

[vii] Jaypee Cement Corporation Limited [w.e.f. 22.02.2011]

[viii] Jaypee Fertilizers & Industries Limited [w.e.f. 03.06.2010]

[ix] Himalyaputra Aviation Limited [w.e.f. 23.07.2011]

[x] Jaypee Assam Cement Limited [w.e.f. 30.08.2011]

[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xii] Prayagraj Power Generation Company Limited [subsidiary of Jaiprakash Power Ventures Limited]

[xiii] Jaypee Meghalaya Power Limited [w.e.f. 26.08.2010] [subsidiary of Jaiprakash Power Ventures Limited]

[b] Joint Venture Subsidiaries :

[i] Bhilai Jaypee Cement Limited

[ii] Bokaro Jaypee Cement Limited

[iii] Gujarat Jaypee Cement & 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]

[c] Associate Companies:

[i] Jaypee Infra Ventures [A Private Company with unlimited liability]

[ii] Jaypee Ventures Private Limited [merged with Jaypee Infra Ventures at SL No (i) above]

[iii] Jaypee Development Corporation Limited

[iv] Jaiprakash Kashmir Energy Limited

[v] JIL Information Technology Limited

[vi] Gaur & Nagi Limited

[vii] Indesign Enterprises Private Limited

[viii] Sonebhadra Minerals Private Limited

[ix] RPJ Minerals Private Limited

[x] Jaiprakash Agri Initiatives Company Limited

[xi] Tiger Hills Holiday Resort Private Limited

[xii] Anvi Hotels Private Limited

[xiii] Sarveshwari Stone Products Private Limited

[xiv] Rock Solid Cement Limited

[xv] Jaypee International Logistics Company Private Limited

[xvi] Jaypee Hotels Limited

[xvii] Jaypee Mining Venture Private Limited

[xviii] Ceekay Estates Private Limited

[xix] Jaiprakash Exports Private Limited

[xx] Bhumi Estate Developers Private Limited

[xxi] PAC Pharma Drugs and Chemicals Private Limited

[xxii] Jaypee Technical Consultants Private Limited

[xxiii] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture] [w.e.f. 21.06.2010]

[xxiv] Kanpur Fertilizers & Cement Limited [Joint Venture] [w.e.f. 26.09.2010]

[xxv] Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011][Joint Venture]

[xxvi] MP Jaypee Coal Limited [Joint Venture]

[xxvii] MP Jaypee Coal Fields Limited [Joint Venture]

[xxviii] GM Global Mineral Mining Private Limited

[xxix] Andhra Cements Limited [w.e.f. 10.02.2012]

[d] Key Management Personnel:

[i] Shri Manoj Gaur, Executive Chairman & C.E.O.

[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman

[iii] Shri Sarat Kumar Jain, Vice Chairman

[iv] Shri Sunny Gaur, Managing Director [Cement]

[v] Shri Pankaj Gaur, Joint Managing Director [Construction]

[vi] Shri Shyam Datt Nailwal, Director [Finance]

[vii] Shri Ranvijay Singh, Whole time Director

[viii] Shri Ravindra Kumar Singh, Whole time Director

[ix] Shri Rahul Kumar, Whole time Director & C.F.O.

[e] Relatives of Key Management Personnel, where transactions have taken place

[i] Shri Jaiprakash Gaur

[ii] Shri Nanak Chand Sharma

[iii] Shri Gyan Prakash Gaur

[iv] Shri Suresh Kumar

[v] Shri Pawan Kumar Jain

[vi] Shri Sameer Gaur

[vii] Smt Rita Dixit

[viii] Shri Sachin Gaur

[ix] Shri Raj Kumar Singh

[x] Shri Praveen Kumar Singh

[xi] Shri Naveen Kumar Singh

[xii] Smt. Manju Sharma

[xiii] Smt Neha Goyal

NOTE No.26

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to Provident Fund benefits. Rs. 2,758 Lakhs [Previous Year Rs. 2,655 Lakhs] has been debited in the Statement of Profit & Loss 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.

NOTE No.27

For the purpose of Regulation 3[e][i] of the Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers] Regulations, 1997, the "Group" constituted 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 Note No.51(a) & (b) above, its Associates given under Note No.51(c) above and Siddharth Utility Private Limited. These Regulations have now been substituted by Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers] Regulations, 2011,

NOTE No.28

The Free-hold Land [Agricultural] purchased by the Company for Rs. 3 Lakhs 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.

NOTE No.29

Figures for the previous year have been regrouped/recast/rearranged wherever considered necessary to conform to this year's classification in accordance with revised Schedule VI.

NOTE No.30

All the figures have been rounded off to the nearest lakh


Mar 31, 2011

As at 31.03.2011 As at 31.03.2010 Rs. Rs.

01 Contingent Liability not provided for in respect of:

[a] Outstanding amount of Bank Guarantees 13,667,280,795 10,859,406,251

Margin Money deposited against the above 132,218,375 542,465,148

[b] Corporate Guarantees: [i] 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] 1,278,697,966 1,980,025,692

[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]

861,033,750 1,008,854,175

[iii] For Performance Guarantee issued by the ICICI Bank on behalf of Jaypee Ganga Infrastructure Corporation Limited, [100% Subsidiary] 8,947,500,000 8,947,500,000

[iv] For Non Convertible Debentures issued to Axis Bank Limited by Jaypee Infratech Limited, [Subsidiary Company] - 5,000,000,000

[v] For Performance Guarantee issued by the Yes Bank Limited on behalf of Jaypee Sports International Limited, [Subsidiary Company]

- 1,000,000,000

[c] Outstanding Letters of Credit5,741,421,718 13,246,294,462 Margin Money deposited against the above 822,172 27,075,540

[d] 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. 1,337,794,099 885,490,289

Amount deposited under Protest 434,296,115 354,196,115

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

[e] [i] 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 fled 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 Rs. 16,69,36,481/- [included in 1(a) above] [Previous Year Rs. 16,69,36,481/-] and [b] granted interim stay for refund of amount of Rs. 16,73,31,838/- [Previous Year Rs. 16,73,31,838/-] deposited under protest with the Department. 516,237,283 516,237,283

[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 Rs. 53,76,73,870/- [Previous Year Rs. 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 fled 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. 537,673,870 537,673,870 However, Writ petition in respect of Jaypee Cement Blending Unit, Allahabad is still pending before the Lucknow Bench of Hon'ble High Court.

[f] 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 Rs. 34,09,36,649/- [Previous Year Rs. 34,09,36,649/-) and furnished Indemnity Bond of Rs. 16,38,46,913/- [Previous Year Rs. 13,73,58,510/-] under protest, against the amount worked out for the period upto 23.09.2007. 580,123,820 557,904,792

[g] 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 notifed 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 Rs. 90,05,57,352/- [included in 1(a) above] [Previous Year Rs. 85,12,18,484/-] upto 31.03.2011. 906,037,730 856,286,767

[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 fled by the Company, the Hon'ble Supreme Court vide its Order dated 15.09.2008 has passed an order to deposit, ffty percent of the tax by way of cash and balance ffty percent by way of Bank Guarantee till the hearing and final disposal of Special Leave Petition.

The Company has deposited Rs. 58,21,45,729/- [Previous Year Rs. 46,43,68,267/-] and furnished Bank Guarantee of Rs. 33,01,18,221/- [included in 1(a) above] [Previous Year Rs. 21,19,59,685/-] upto 31.03.2011 as per the Order of Hon'ble Supreme Court. 930,571,583 676,795,421

[i] 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 fled before the Hon'ble Supreme Court. The Hon'ble Supreme Court granted Stay on the condition that the amount of Rs. 10 Crores deposited as Fixed Deposit at the time of Stay from the High Court of Jabalpur shall be encashed and paid to MPPKVVCL. 2,912,928,721 1,774,309,857

Amount deposited under Protest 100,000,000 100,000,000

[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. 536,125,508 -

Amount deposited under Protest 511,758,363 -

[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 Rs. 459 Crores executed by Offcial Liquidator in favour of the Company. The Company has deposited Stamp Duty of Rs. 8.04 Crores on Rs. 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. 286,800,000 286,800,000

[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 fled before the Hon'ble Supreme Court, which has admitted the Case. 78,930,376 78,930,376

Amount deposited under Protest 50,000,000 50,000,000

[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. 23,404,000 13,235,000

[n] Excise matters under appeal 464,348,417 132,753,773

Amount deposited under Protest 66,830,821 59,736,655

[o] VAT / Sales Tax under appeal (other matters) 147,649,876 58,244,146

Amount deposited under Protest 77,945,837 19,981,519

Bank Guarantee under Protest [included in 1(a) above] 5,727,969 -

[p] Entry Tax matters under Appeal 190,291,232 98,221,019

Amount deposited under Protest 72,847,886 19,000,625

Bank Guarantee under Protest [included in 1(a) above] 39,231,385 36,220,133

[q] Electricity Duty/ Cess matters under appeal 202,969,188 18,497,870

Amount deposited under Protest 9,248,936 9,248,936

[r] Service Tax matters under appeal 18,500,000 -

[s] Income Tax matters under appeal 39,985,192 50,576,605

[t] Other Claims against the Company not acknowledged as debts 4,278,315,195 4,163,682,992

Amount deposited under Protest 180,104,165 56,046,777

Bank Guarantee deposited under Protest [included in 1(a) above] 52,689,000 42,689,000

[u] 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 Rs. 244.68 Crores [Previous Year Rs. 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 02 Estimated amount of Contracts remaining to be executed on capital account and not provided 13,209,062,346 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 Rs. 10/- each fully paid at the conversion price of Rs. 558.773 per share, subject to the terms of issue, with a fixed rate of exchange of Rs. 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 Rs. 10/- each into 5 Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs. 2/- each at the conversion price of Rs. 74.5031 per share.

2500 FCCBs of Euro 1,000 each were converted on 05.08.2010 into 17,98,549 Equity Shares of Rs. 2/- each (Previous Year 500 FCCBs of Euro 1,000 each were converted into 2,39,806 Equity Shares of Rs. 2/- each on 03.08.2009 and 20 FCCBs of Euro 1,000 each were converted into 14,388 Equity Shares of Rs. 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 Rs. 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 Rs. 2,42,35,170/- (Previous Year Rs. 4,47,21,338/-) upto 31.03.2011 has been created for the redemption premium.

[b] 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 Rs. 10/- each fully paid at the conversion price of Rs. 1,238.78 per share, subject to the terms of issue, with a fixed rate of exchange of Rs. 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 Rs. 10/- each into 5 Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs. 2/- each at the conversion price of Rs. 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 Rs. 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 Rs. 511,72,34,207/- (Previous Year Rs. 356,13,21,700) upto 31.03.2011 has been created for the redemption premium.

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.

[b] 9,000 NCDs of Rs. 10,00,000/- each aggregating Rs. 900 crores [Rs. 2,50,000/- per Debenture aggregating Rs. 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.

[c] Term Loans of Rs. 2655.00 crores (Amount outstanding - Rs. 1583.23 crores.) sanctioned by Financial Institutions, Banks and Bank Guarantees to the extent of Rs. 27 Crores [Previous Year Rs. 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.

[d] Term Loans sanctioned by IDBI Bank - Rs. 1800 crores, UCO Bank - Rs. 500 crores, L & T Infra Finance Co. - Rs. 200 crores., Karnataka Bank - Rs. 150 crores, Yes Bank - Rs. 450 crores. and State Bank of India - Rs. 1000 crores, aggregating to Rs. 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.

[e] Term Loans sanctioned aggregating to Rs. 3,000 Crores, Euro 15.85 Million and USD 10.00 Million are availed for setting up of Cement Plants as per the following:

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 Rs. 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.

[g] "Term Loans of Rs. 100 Crores availed [Amount outstanding Rs. 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.

[h] Term Loan of Rs. 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.

[i] External Commercial Borrowing of USD 27 Million and Ye n 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.

[j] Term Loans of Rs. 325.00 crores (Amount outstanding - Rs. 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.

[k] 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.

[l] 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.

06 [a] The Provision for Taxation made in the Profit & Loss Account includes Rs. 40,00,000/- [Previous Year Rs. 40,00,000/-] towards Provision for Wealth Tax Expense for the year.

09 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 Rs. 37,55,09,955/- transferred by the Company has been paid by Jaiprakash Agri Initiatives Company Limited.

10 The Free-hold Land [Agricultural] purchased by the Company for Rs. 2,96,407/- measuring 7 Bighas at Rangpuri, New Delhi had been notifed for acquisition U/s 4 & 6 of the Land Acquisition Act. The Company's claim for compensation is pending settlement.

11 [i] 108,37,00,000 Equity Shares of Rs. 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 Rs. 1982.57 Crores issued by Jaiprakash Power Ventures Limited.

12 27,75,00,000 Equity Shares of Rs. 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.

13 The Company has pledged 36,78,00,000 Equity Shares of Rs. 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.

14 6,02,25,900 Equity Shares of Rs. 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.

15 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.

16 [i] Jaypee Infratech Limited has mortgaged 40 acres of Land in favour of IDBI Trusteeship Securities Limited for securing the

Debentures of Rs. 900 crores issued by the Company to Standard Chartered Bank [Amount outstanding as on 31.03.2011 is Rs. 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.

17 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 Rs. 10/- each to public. The Company has earned a Profit of Rs. 513,16,07,875/- on sale of above said shares and has been credited to Profit and Loss Account.

18 Other Liabilities shown under the head "Current Liabilities & Provisions" include Book Overdraft of Rs. 8,58,18,591/- [Previous Year Rs. 75,42,31,350/-].

20 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.

24 [a] In compliance of Accounting Standard-2 [Revised], the Company has provided liability of Excise Duty amounting to Rs. 37,84,88,302/- [Previous Year Rs. 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.

[b] The Excise Duty of Rs. 25,90,17,459/- [Previous Year Rs. 22,34,44,115/-] related to difference between Closing and Opening Stock has been debited in the Profit & Loss Account separately.

29 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 [FCCB- II] [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.

30 Related Parties disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

Relationships

[a] Subsidiary Companies [including their subsidiaries]:

[i] 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

[b] Joint Venture Subsidiaries :

[i] 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]

[c] Associate Companies:

[i] 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

[xxi] Jaiprakash Exports Private Limited

[xxii] Bhumi Estate Developers Private Limited

[xxiii] PAC Pharma Drugs and Chemicals Private Limited

[xxiv] Jaypee Technical Consultants Private Limited

[xxv] Jaypee Uttar Bharat Vikas Private Limited

[xxvi] Kanpur Fertilizers & Cement Limited

[xxvii] Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011]

[xxviii] MP Jaypee Coal Fields Limited

[xxix] GM Global Mineral Mining Private Limited

[xxx] Ibonshourne Limited

[xxxi] Vasujai Estates Private Limited

[xxxii] Samsun Estates Private Limited

[xxxiii] Sunvin Estates Private Limited

[xxxiv] Manumanik Estates Private Limited

[xxxv] Arman Estates Private Limited

[xxxvi] Suneha Estates Private Limited

[xxxvii] Pee Gee Estates Private Limited

[xxxviii] 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:

[i] 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

[i] 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.

34 For the purpose of Regulation 3[e][i] 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.

35 Figures for the previous year have been regrouped/recast/rearranged wherever considered necessary to conform to this year's classification.

36 All the figures have been rounded off to the nearest lakh Rs. except in the Notes to the Account].

 
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