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Directors Report of Jaiprakash Power Ventures Ltd.

Mar 31, 2023

The Directors of your Company are pleased to present the Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2023 is summarized below:-

(Rs. in Crore)

Particulars

Current

Previous

Year ended

Year ended

31.03.2023

31.03.2022

Net Revenue

5779.25

4596.32

Add: Other operating income

7.42

28.23

Add: Other Income

135.26

234.87

Total Income

5921.93

4859.42

Profit before Interest, Depreciation, Exceptional items & Taxation

1250.56

1347.9

Less : Finance Cost

559.70

556.09

Less : Depreciation

464.16

481.20

Add: Exceptional items (Net)

0

0

Profit /(Loss) before Tax

226.70

310.61

Add: Tax expenses (Net)

(167.68)

(202.12)

Profit after Tax/(Loss)

59.02

108.49

(Less)/Add: Other Comprehensive Income

77

(0.20)

Total Comprehensive Income

59.79

108.29

2. COMPANY’S PLANTS AND OPERATIONS

The Company continued to be engaged in the business of thermal and hydro power generation, coal mining, sand mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW, 2 MTPA Cement Grinding Unit and 3.36 MTPA Coal Mine as per details given below:-

(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.

(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit had been in operation since August 2012 and second unit since April 2013.

(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two units of 660 MW each, First unit had been in operation since September 2014 and second unit since February 2015.

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie

Cement Grinding Unit with an installed capacity of 2 MTPA.

(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 3.36 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP The annual capacity of the mine is now enhanced to 3.36 MTPA w.e.f financial year ending 31st March, 2023.

(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.

Despite erratic scheduling and major maintenance impacting the demand of energy during the year and constraint in coal procurement as well as unremunerated coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-

Plant

Plant

Availability

(%)

Plant Load Factor

(%)

Net Saleable Energy Generation (MU)

Jaypee Vishnuprayag Hydro Power Plant (400 MW)

99.51

54.53

1661.33

Jaypee Bina Thermal Power Plant[500 MW ]

83.59

68.03

2729.63

Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)

87.19

69.50

7441.49

The saleable energy generation for the year has been 11832.45 MUs as compared to 11675.33 MUs during previous year i.e higher by 157.12 MUs. The performance of various plants is given as under:-

2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant

400 MW Jaypee Vishnuprayag Hydro Electric Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand.

The performance of the Vishnuprayag Hydro Electric Power Plant during the year ended 31st March, 2023 had been very good due to better hydrology and actual energy generated during the period was more than the Design Energy generation. The energy generated during the period ended 31st March, 2023 was 1910.83 MUs as compared to 1801.23 MUs during the corresponding previous year and the net saleable energy of 1661.33 MUs as against 1565.56 MUs during the previous year

2.2 500 MWJaypee Bina Thermal Power Plant

Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal based thermal power plant having an installed capacity of

500 MW (2X250 MW).

The Company has a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC and with Government of Madhya Pradesh (GoMP) to supply 5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of (GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is being sold as merchant power.

MPPMCL has been giving restricted schedule to BINA TPP and is giving erratic and fluctuating schedules of dispatch most of days & some time scheduling very low off take, which technically rendered it unfeasible to run the Plant optimally and forcing Company to sell balance power to power exchanges at un-remunerative tariff. During FY 2022-2023, total 2729.63 MUs power were delivered out of which, 1668.56 MUs were delivered to MPPMCL and balance 1061.07 MUs were sold on power exchange and on bilateral sale basis, mainly to meet technical minimum requirement of the plant.

The gross energy generation of JBTPP was 2979.74 MUs during the year 2022-23 as compared to 2508.69 MUs during the previous year, thus washigherby 471.05 MUs.

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant

1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited respectively.

The Plant has long term PPAs with MPPMCL to supply 30% of installed capacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of GoMP Part of Energy generation is also sold on merchant basis through bilateral arrangements, through Indian Energy Exchange, Hindustan Power Exchange & Power Exchange of India Limited. The operations have been affected to some extent due to non-availability of long term PPA(s) and non-availability of coal for the part capacity of the plant. The gross energy generation of the Plant was 8036.35 MUs during the year 2022-23 as compared to 8381.90 MUs in the previous year, which was lower by 345.53 MUs. During the year 2022-23, 4038.82 MUs power was sold as merchant sales. The Company achieved a PLF of 69.50 % as compared to 72.49 % in the previous year.

2.4 Coal Mining Operations

(i) Amelia (North) Coal Mine

Amelia (North) Coal Mine has been operating at its Peak Rated Capacity (PRC) of 2.8 MTPA since 2015. Coal is being used for 2 x 660 MW Jaypee Nigrie Super Thermal Power Plant, Nigrie, M.P Looking at the scenario of sustained shortage of coal, the Ministry of Coal, Government of India, released a notification, wherein the

production capacity of coal mine can be enhanced up to 50% of the existing PRC.

Your company decided to avail above provision of enhancement of capacity and Environmental Clearance was obtained on 16th January 2023 for expansion from 2.8 MTPA to 3.36 MTPA (i.e. 20% of the existing PRC). The mine reached the PRC of 3.36 during the FY 2022-23. The Company has submitted the compliance of conditions of the Environmental Clearance and necessary steps are being taken to obtain EC for 3.92 MTPA in the FY 2023-24.

(ii) Bandha North Coal Mine

The Ministry of Coal, Government of India has allowed commercial mining of Coal on revenue sharing basis and under this scheme a partially explored Bandha North Coal Block had been put on auction. Since this coal block is adjacent to Amelia (North) Coal Mine and will be operationally and strategically favourable, the Company participated in the auction and the Coal Block was allocated to the Company for exploration. Now onwards, the block will be fully explored and Geological Report would be prepared followed by preparation and approval of Mining Plan. Thereafter processes for obtaining Environmental Clearance, Forest Clearance, Mining Lease, Land Acquisition and Mine Opening Permission would be carried out.

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. Total production of Cement in the Plant during FY 2021-22 was 24,660 MT as against 43,306.5 in FY 2020-21 mainly due to clinker supply constraints.

In terms of stipulations of Debt Resolution Plan with the lenders, the Company has to exit the non-core activity like Cement Grinding Unit (CGU). In furtherance thereto, your Company is in the process of executing an agreement with Dalmia Cement (Bharat) Limited (DCBL), for Tolling / Leasing of CGU for a period of upto Seven (7) years with an option to M/s DCBL to have a right to purchase the CGU from the Company on or before the 7th year at an Enterprise Value of Rs. 250.00 Crore.

2.6 Sand Mining Operations

During the year, the Company continued its sand operations through its sub contractor such as, excavation, storage, sale, etc. of Sand in the State of Andhra Pradesh as per tender approved by Director of Mines and Geology, (DMG) Govt. of Andhra Pradesh -in the three fields given below:-

Package 1

Srikakulam, Vizianagaram, Visakhapatnam & East Godavari districts in state of Andhra Pradesh with a minimum bid amount of Rs. 477.50 Crore inclusive of all statutory levies and consideration amount

Package 2

West Godavari, Krishna, Guntur & Prakasam districts in the state of Andhara Pradesh with a minimum bid amount of Rs. 745.70 crore inclusive of all statutory levies and consideration amount

Package 3

Nellor, Anantapur, Chittoor, Kurnool & YSR Kadapa districts in the state of Andhra Pradesh with a minimum bid amount of Rs. 305.60 crore inclusive of all statutory levies and consideration amount

Your Company has implemented the project during the current year through sub-contract and has achieved a turnover of Rs. 885.06 crore (Previous Year - 741.82 crore) from Sand Mining Operations..

3. OPERATIONS

The total income from operations for the year ended 31st March, 2023 aggregated to Rs. 5786.67 crore as compared to Rs. 4624.55 crore in the previous year i.e. higher by Rs. 1162.12 crore.

The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 226.70 crore as compared to profit of Rs. 310.61 crore in the previous year. Exceptional items for the year under review was NIL (against exceptional item which was NIL in the previous year),

The total income on consolidated basis for the year ended 31st March, 2023 aggregated to Rs. 5922.15 crore as compared to Rs. 4859.63 crore in the previous year. However, Net profit after tax and exceptional items on consolidated basis during the year under review stood at Rs. 55.42 crore as compared to net profit on consolidated basis of Rs. 107.28 crore during the previous year.

4. DIVIDEND

Due to inadequate profits in the current year, dividend was not recommended by the Board.

5 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The Share Capital of the Company comprises of Equity and Preference Share Capital.

(i) The paid up Equity Share Capital of the Company as on 31st March, 2023, was Rs. 6853,45,88,270 divided into 685,34,58,827 Equity Shares of Rs.10/-each and as on 31st March, 2023, 22.15% of the paid-up Equity Share Capital of the Company, is held by Banks, Financial Institutions and Insurance Companies. The Company has not issued any fresh shares during the year under review.

(ii) The Company also has Preference Shares issued to lenders pursuant to Debt Resolution Plan and the Framework Agreement dated 18th April, 2019, detail of which is as follows:-

(a) 0.01% Cumulative Compulsory Convertible

Preference Shares (CCCPs) aggregating to

Rs.3805.53 crore to lenders;

(b) 9.5% Cumulative Redeemable Preference

Shares (CRPs) of Rs.12.50 crore to be redeemed in 5 equal installments to Union Bank Of India ( erstwhile Corporation Bank); and

(c) 9.5% Cumulative Redeemable Preference

Shares (CRPs) of Rs. 12.02 crore to be redeemed out of the sale proceeds of Nigrie Cement Grinding Unit to Canara Bank.

Also, Your Company has not issued any: o Shares with differential

o Sweat equity shares

o Equity shares under Employees Stock Option

Scheme

7. DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014.

8. HOLDING & SUBSIDIARIES

As on 31st March, 2023, the Company had following wholly owned subsidiaries:

i) Jaypee Arunachal Power Limited;

ii) Sangam Power Generation Company Limited;

iii) Jaypee Meghalaya Power Limited;

iv) Bina Mines and Supply Limited (Previously known as Bina Power and Supply Limited)

The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-

8.1 Jaypee Arunachal Power Limited

Jaypee Arunachal Power Limited (JAPL) was incorporated by Jaiprakash Power Ventures Limited as a wholly owned subsidiary of the company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Jaiprakash Power Ventures Limited alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance, forest clearance case is under scrutiny with Nodal officer, Itanagar. Draft Rehabilitation & Resettlement Plan is submitted to State Govt for its approval. Power Purchase Agreements are to be submitted for final approval. The details have been submitted to CEA for getting concurrence of Detailed Project Report revalidated. The cases of land acquisition, extension of validity of ToR for EIA/ EMP reports are being pursued with State Government. More field surveys have been carried out.

For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for extension of Validity of TEC. Public hearing had been conducted and the final EIA & EMP report has been submitted to Ministry of Environment & Forest for environment clearance. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.

An amount of approx. Rs. 206.70 crore has been incurred in respect of the aforesaid projects upto 31st March, 2023.

Ministry of Power GOI has decided to implement these project by Public Sector Undertakings and allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-

1. Lower Siang HEP (2700 MW) to NHPC Ltd.

2. Hirong HEP (500MW) to NEEPCO

8.2 Sangam Power Generation Company Limited Sangam Power Generation Company Limited (SPGCL) was acquired by Jaiprakash Power Ventures Limited (JPVL) from Uttar Pradesh Power Corporation Limited

(UPPCL) through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that Company''s claims be settled amicably for closing the agreement(s). Due to abnormal delay in resolving the matter by UPPCL, SPGCL has withdrawn all its undertakings given to UPPCL and lodged a claim of Rs. 1,157.22 crore on them vide its letter no. SPGCL/ NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed a petition with Hon''ble Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of performance bank guarantee and payment of certain claims.

Hon''ble UPERC has concluded the hearing and vide order dated 28th June, 2019 has directed UPPCL as under:-

a) The Power Purchase Agreement dated 17th October, 2008 and Share Purchase Agreement dated 23rd July, 2009 would stand terminated. As a consequence of termination of Share Purchase Agreement, the Respondent (UPPCL) shall become the owner of SPGCL.

b) Allowed reimbursement of actual expenses of Rs. 251.37 crores and allowed simple interest @9% on Rs. 149.25 crores which include expenditure on Land, Advances and Admin. Expenses.

c) The Respondent will immediately release the Bank Guarantee provided by the Petitioner (SPGCL).

UPPCL and SPGCL had filed Appeals against the Order of UPERC with APTEL. APTEL vide its Order dated 14.07.2021 has disallowed the Appeals and directed UPERC for verification & payment of expenses allowed in its Order & release of performance guarantees.

In terms of Order passed by APTEL, SPGCL has filed application with UPERC for verification of expenses & payment of expenses with Interest and release of performance guarantee.

UPPCL and SPGCL have filed Appeals with Supreme Court against the Order passed by APTEL.

Supreme Court has stayed the Order passed by APTEL and matter is pending for final hearing.

An amount of Rs. 547.06 crore has been spent on the Project up to 31st March, 2023.

8.3 Jaypee Meghalaya Power Limited

Jaypee Meghalaya Power Limited was incorporated to implement 270MW Umngot HE Power Project and 450MW Kynshi-II HE Power Project on BOOT (Build, Own, Operate and Transfer) basis and is presently the Wholly-owned Subsidiary of Jaiprakash Power Ventures Limited (JPVL).

JPVL alongwith its associates will ultimately hold 74% of the equity of the Company and the balance 26% will be held by the Government of Meghalaya.

An aggregate amount of approx. Rs. 8.3 crores has been spent on the above said two projects upto March, 2023

a) UMNGOT HE POWER PROJECT (270MW) : As there was opposition by the local people, State Government had earlier advised that Umngot HE Power Project would not be operationalized as per MoA till further orders. The matter was being pursued with State Government for permission to resume the works. However, State Government has issued the order to terminate the MOA and begun the process for re-allocation of this project though ICB route.

b) KYNSHI H.E. PROJECT-II (3 x 150 = 450 MW)

i. The field work of survey & investigation and EIA studies have been completed. Drilling and drifting in power house area have been completed.

ii. The revised proposal for Kynshi-II HEP with involvement of lesser forest area submitted to Government of Meghalaya and MoEF. MoEF has asked Department of Atomic Energy and the State Government to give their view on uranium deposits in the vicinity of the project. Accordingly revised proposal for issuance of Term of Reference for EIA studies will be submitted.

iii. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. The water availability series for power potential studies has been approved by CEA.

iv. As it has been established that there are deposits of Uranium in the area of this project, it has become difficult to obtain clearance form Ministry of Environment and Department of Atomic Energy. Therefore, Government of Meghalaya is in process to declare this project as non-feasible and scrap the same.

8.4 Bina Mines and Supply Limited

Consequent to termination of Securities Purchase Agreement (SPA) executed with JSW, which was extended upto 31st December, 2017, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL would not be implemented. The name of the company was changed to Bina Mines and Supply Limited vide fresh certificate of incorporation dated 7th July 2021.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES

The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2023 is attached in the prescribed format AOC-1 as set out in “Annexure-A” and forms part of this Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.

The Policy on Material Subsidiaries, as approved

by the Board of Directors, may be accessed on the

Company''s website at the link: http://jppowerventures.

com/wp-content/uploads/2015/05/Policy-on-Material-

Subsidiaries-.pdf

10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL10.1 Changes in the Board

a) Shri Pritesh Vinay (DIN: 08868022) and Shri Praveen Kumar Singh (DIN: 00093039) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for reappointment.

b) Shri Jagmohan Garg (DIN: 00364981)was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 16th October, 2019 to hold his office till 15th October, 2022. He was re- appointed for another term of three years vide shareholders approval in the 27th Annual general meeting held on 24th September, 2022 from 16th October 2022 to 15th of October 2025.

c) IDBI Bank Ltd. Nominated Shri Mitesh Sinha (DIN :08921820) as Nominee Director vice Shri Ramakrishna Eda (DIN:07677647) w.e.f 27th May, 2022. The IDBI Bank Ltd again nominated Shri Sonam Bodh (DIN: 06731687) vice Shri Mitesh Sinha (DIN: 08921820) w.e.f from 6th September 2022.

d) Shri Sunil Kumar Sharma (DIN: 00008125) was appointed as a Whole-time Director on the Board of the Company from 18th March, 2023, to 31st March, 2024. Looking at his valuable contribution to the Board, Shareholders approved his appointment vide Postal Ballot dated 14th June 2023.

e) Smt. Binata Sengupta (DIN: 08779205) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 2nd July, 2020 to hold her office till 1st July, 2023. Looking at her immense contribution to the Board, approval of Shareholders is sought to reappoint her for a further period of 3 years w.e.f. 2nd July, 2023 to 1st July, 2026.

f) Dr. Vandana R Singh. (DIN: 03556920) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 27th July, 2020 to hold her office till 28th July, 2023. Looking at her immense contribution to the Board, approval of Shareholders is sought to re-appoint her for a further period of 3 years w.e.f. 27th July, 2023 to 26th July, 2026.

g) Shri Anupam Lal Das (DIN: 08812375) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 27th July, 2020 to hold his office till 28th July, 2023. Looking at his immense contribution to the Board, approval of Shareholders is sought to re-appoint him for a further period of 3 years w.e.f. 28th July 2022 to 27th July, 2026.

h) Shri Sudhir Mital (DIN: 08314675) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 7th November, 2020 to hold his office till 6th November, 2023. Looking at his immense contribution to the Board, approval of Shareholders

is sought to re-appoint him for a further period of 3 years w.e.f. 7th November, 2023 to 6th November, 2026.

i) Shri Rama Raman (DIN: 01120265) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 9th May,2023 to hold his office till 8th May,2023. He was re- a vide shareholders'' approval in the Postal Ballot dated 14th June,2023.

10.2 Key Managerial Personnel

Shri Suren Jain continued as Managing Director and CEO of the Company. Shri Praveen Kumar Singh continued as Whole-time Director of the Company.

Shri Sunil Kumar Sharma was appointed as whole time Director w.e.f. 18th March, 2023 to 31st March, 2024 vide Shareholder''s approval in the Postal Ballot dated 14th June 2023.

Shri R.K. Porwal, Chartered Accountant, continued to be CFO of the Company.

Shri Mahesh Chaturvedi (FCS 3188) continued to be Company Secretary and Compliance Officer of the Company.

10.3 Number of meetings of the Board of Directors

During the financial year 2022 -23, six meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.

10.4 Statement on declaration given by Independent Directors

The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

10.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.jppowerventures.com.

10.6 Annual evaluation by the Board of its own performance,

performance of its Committees and Individual Directors (i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in their meeting held on 11th May, 2019 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 8th May, 2023 carried out the evaluation of performance of

as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 to hold his office till the conclusion of 27th Annual General Meeting to be held in FY 2022. The Board of Directors in its meeting held on 27th May, 2022 has, on the recommendation of the Audit Committee, proposed to re-appoint M/s. Lodha & Co., Chartered Accountants as Auditors of the Company for another term of 5 (five) consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2027 at such remuneration as may be fixed by the Board of Directors of the Company.

12.2 Cost Auditors

For the Financial Year 2022-23, the Board of Directors of the Company had appointed, on the recommendations of the Audit Committee, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) to audit the Cost Records relating to “Power Generation” of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be filed within the due date.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) as Cost Auditors of the Company for auditing the Cost Records relating to “Power Generation” of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2023-24 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

12.3 Secretarial Auditor

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed M/s. VLA &Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023. Secretarial Audit Report for the Financial Year ended on 31st March, 2023, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as “Annexure-B”.

The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3) (f) (ii) of the Companies Act, 2013. The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed M/s. VLA & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the Financial Year 2023-24.

13. AUDITORS’ REPORT

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2023. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-

Board, its Committees except NRC and that of individual Directors other than independent directors, on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.

(ii) A meeting of Independent Directors was held on 6th March, 2023 without the attendance of Non-Independent Directors or any member of the Management, for evaluation of performance of Non-Independent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.

(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 as well as by the Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 9th May, 2023 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.

11 DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2023 that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2023 and profit of the Company for that period;

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

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

e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS12.1 Statutory Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed

Auditors’ Qualification

Management’s Reply

a)

As stated in note no. 44(e) of the audited standalone financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March,2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results).

In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. (Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of “Framework Agreement” (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI and is in process of discussion with SBI.

Presently Impact cannot be quantified.

b)

As stated in note no. 46 and 53(a) of the audited standalone financial statements for the year ended 31st March, 2023, no provision for diminution in value against long-term investments made in subsidiaries amounting to Rs. 78,089 lakhs including amount of Rs.55,212 lakhs investment in SPGCL (31st March,2022 Rs. 78,795 lakhs and including amount of Rs. 55,207 lakhs investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims as stated in note no.6 of accompanying financial results (note no.5 of accompanying financial results) (impact unascertainable).

No provision for diminution in value against following longterm investments of amounting to Rs.78,089 lakhs (Book Value) has been made as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and claims as stated in note no.5 (this to be read with note no.6) of accompanying financial results and management is confident that no provision for the same at this stage is considered necessary

In Lakhs

(i)

Investment in Sangam Power Generation Company Limited

55,212

(ii)

Investment in Jaypee Arunachal Power Ltd

22,872

(iii)

Investment in Jaypee Meghalaya Power Ltd

5

Total

78,089

Presently Impact cannot be quantified.

Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The Management Reply thereto were as under:-

Auditors Emphasis on matters

Management’s Reply

a)

As stated in note no. 10 of accompanying financial results regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been subcontracted on back -to -back basis. Further, as stated, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due installments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the sub-contractor. As stated in note no. 10 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good.

As per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good , since sand contracts have been sub-contracted on back -to -back basis. Further, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the subcontracts signed, the sub-contractor is liable to pay due installments amount including delay charges to DMG. Secondly, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation and there will not be any material impact on these financial statements.

Presently Impact cannot be quantified

Auditors Emphasis on matters

Management’s Reply

b)

Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500 lakhs (including carrying cost of Rs. 13,581 lakhs up to Mar23). As stated in the note in the opinion of the management, Company has crediable case in its favour.

Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UpErC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company.

The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 42,442 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.

Presently Impact cannot be quantified.

Auditors Emphasis on matters

Management’s Reply

c)

As stated in note no. 48 (i) of the audited standalone financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2022 Rs. 6,085 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable.

The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,085 lakhs) has been deposited which is in the opinion of the management good and recoverable.

Presently Impact cannot be quantified

d)

As stated in note no. 59(a) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes.

Management is in the process to confirmations/ reconciliation of balances of balances (of certain secured and unsecured borrowings (current & noncurrent), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation(including for fuel procurement and consumption processes which are in process of further strengthening).. The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs. Presently Impact cannot be quantified.

e)

For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its readability. Accordingly, these are considered good by the management as stated in Note no. 66(c) of the audited standalone financial statements for the year ended 31st March, 2023.

During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements.

Presently Impact cannot be quantified.

Auditors Emphasis on matters

Management’s Reply

f)

As stated in the note no. 52 of the audited standalone financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage (note no. 7(b) of the accompanying financial results).

Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage.

-urther, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The Management''s Reply thereto is as under:-

Auditors’ Qualification

Management’s Reply

a)

As stated in note no. 43(h) of the audited consolidated financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March,2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results).

In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement.

(Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of “Framework Agreement” (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI and is in process of discussion with SBI.

Presently Impact cannot be quantified.

Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. The Management Reply thereto were as under:-

Auditors’ emphasis on matters

Management’s Reply

a)

As stated in note no. 10 of accompanying financial results regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been subcontracted on back -to -back basis. Further, as stated, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the subcontractor. As stated in note no. 10 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good.

As per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good , since sand contracts have been sub-contracted on back -to -back basis. Further, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Secondly, Rs. 3,556 lakhs also due and recoverable from subcontractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation and there will not be any material impact on these financial statements.

Presently Impact cannot be quantified

Auditors’ emphasis on matters

Management’s Reply

b)

Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 200708 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500 lakhs (including carrying cost of Rs. 13,581 lakhs up to Mar23). As stated in the note in the opinion of the management, Company has crediable case in its favour

Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company.

The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 42,442lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.

Presently Impact cannot be quantified.

c)

As stated in Note no. 46(i) of the audited consolidated financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2022 Rs. 6,085 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable.

The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,085 lakhs) has been deposited which is in the opinion of the management good and recoverable.

Presently Impact cannot be quantified.

d)

As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59 (b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes.

Management is in the process to confirmations/ reconciliation of balances of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. (Including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs.

Presently Impact cannot be quantified

e)

For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its realisability. Accordingly, these have been considered good by the management as stated in Note no. 62(ii) of the audited consolidated financial statements for the year ended 31st March, 2023.

During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements. Presently Impact cannot be quantified.

Auditors’ emphasis on matters

Management’s Reply

f)

As stated in the note no. 65 of the audited consolidated financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage (note no. 7(b) of the accompanying financial results).

Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage.

Our opinion is not modified in respect of above stated matters in para (a) to (f).

g)

Uncertainty on the going concern - of Subsidiary

Companies:

(i) Jaypee Arunachal Power Limited: Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs) is in process of data/ information submission to the nodal agency regarding handing over of the project to the designated agency i.e. NHPC where Government of India has proposed JAPL''s project to be implemented by the central PSU (NHPC/ NEEPCO). Accordingly, no provision has been considered necessary for capital work in progress and advance given to Government of Arunachal Pradesh and JAPL is dependent on its holding company for meeting its day-today obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPL''s ability to continue as a going concern. However, the financial statements of the JAPL have been prepared by the management on a going concern basis [Note no. 64(a) of the audited consolidated financial statements for the year ended 31st March, 2023].

(i) (Government of India has proposed company''s project to be implemented by central PSU (NHPC/ NEEPCO). We are in process of data / information submission to the nodal agency regarding handing over of the project to the designated agencies i.e. NHPC, therefore no impairment provision has been considered necessary for ‘Capital work- in -progress'' and Advance given to Government of Arunachal Pradesh at this level. In the meantime company has filed an application for refund/ reimbursement of necessary fees etc. which was deposited with government agency.

(ii) Jaypee Meghalaya Power Limited: Jaypee Meghalaya Power Limited (JMPL) (where Holding Company has investment of Rs. 846 lakhs and provision for diminution of Rs. 846 lakhs) could not file application for claiming the expenses incurred for capital work in progress and therefore considering it to be prudent, provision for impairment for the same has been made. Further, accumulated losses have eroded more than 50% of the net worth of the JMPL and JMPL is dependent on its holding company for its daily operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPL''s ability to continue as a going concern. However, the financial statements of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2023].

(ii) Government of India has held up the project of the company., Since the project has been scrapped hence impairment is considered necessary for ‘capital work- in -progress'' at this level. Company has made provision of Rs. 846 Lakhs entire investment.

Auditors’ emphasis on matters

Management’s Reply

(iii) Sangam Power Generation Company Limited Sangam:

(iii) Sangam Power Generation Company Limited (SPGCL, a

Power Generation Company Limited (SPGCL) (where

Subsidiary Company) was acquired by JPVL (the Company)

Holding Company investment of Rs. 55,212 lakhs) is having

from Uttar Pradesh Power Corporation Ltd (UPPCL) in

accumulated losses and its net worth has been significantly

earlier year for implementation of 1320 MW Power Project

eroded as on 31st March 2023 and its claim against UPPCL

(Karchana STPP) at Tahsil Karchana, Distt. Allahabad,

is pending before Hon’ble Supreme Court. These conditions

Uttar Pradesh. The Company has investment of Rs.55,212

indicates the existence of a material uncertainty that may cast

lakhs (5,520 lakhs equity shares of Rs. 10/- each fully paid

significant doubt about the SPGCL’s ability to continue as a going concern. However, the financial statements have been prepared on going concern basis (this is to be read with note no. 6 of the accompanying financial results).

Our opinion on above [(g) (i) to (iii)] is not modified.

till 31/03/2023) in SPGCL. Net Worth of SPGCL has been eroded significantly as on 31st March, 2023. In view of abnormal delay in handing over the physical possession of land by UPPCL, SPGCL had written to UPPCL in earlier year and to all procurers of power that the Power Purchase Agreement (PPA) be rendered void and cannot be enforced. As advised, draft of Share Purchase Agreement (SPA) was sent to UPPCL / UPRVUNL by SPGCL for their approval but there was abnormal delay in resolving the matter by UPPCL, therefore SPGCL had withdrawn all its undertakings given to UPPCL and also had filed a petition before Hon’ble UPERC (State Commission) for release of performance bank guarantee and also for payment against claim lodged of Rs 1,15,722 lakhs. UPERC vide its Order dated 28.06.2019 has allowed claim (of SPGCL) for Rs.25,137 Lakhs along with interest @ 9% p.a. on Rs.14,925 lakhs for the period from 11.04.2014 to 31.03.2019 and also directed UPPCL to immediately release Performance Bank Guarantee (Rs. 99 crore) to SPGCL and SPGCL to transfer the entire land parcel to UPPCL. UPPCL had appealed against the said order in APTEL and SPGCL had also filed counter appeal. During the current year, APTEL vide its order dated 14th July, 2021, upheld the State Commissions order dated 28.06.2019 and directed State Commission to complete the verification of relevant documents of the claim filed by SPGCL within a period of three months from the date of pronouncement of this judgment and crystallize the total amount to be paid to SPGCL. SPGCL has filed application with Hon’ble UPERC for verification of expenditure and payment thereof and release of performance bank guarantee. Further, UPPCL has filed an appeal with Hon’ble Supreme Court against above mentioned order of APTEL and also Company has filed an appeal with Hon’ble Supreme Court against the order of APTEL. Hon’ble Supreme Court has stayed the Order of APTEL. Further pursuant to the Order dated 14th December,2021of Hon’ble Supreme Court, application filed with UPERC has been kept in abeyance. Pending these and management is confident about settlement of claims in its favour, no provision against diminution in value of investment, has been considered necessary at this stage..

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions were done on an arm''s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No.SEBI/LAD-NRO/GN/ 2021/55 dated

9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2015/05/ Policy-on-Related-Party-Transactions.pdf.

The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-C” to this Report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.

16. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.jppowerventures. com/wp-content/uploads/2023/08/MGT_7-2023.pdf

17. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

19. RISK MANAGEMENT

The Provisions of constitution of Risk Management Committee is applicable to the Company vide SEBI Notification dated 5.5.2021 being falling in the list of top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee. Accordingly the Company has constituted the Risk Management Committee details of which are given in the Corporate Governance Report forming part of the Board Report.

The policy on Risk Management as approved by board is available on company''s website at www.jppowerventures.com

In the opinion of the Board, there is no risk which may threaten the existence of the Company as a going concern.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top thousand (1000) listed entities based on market capitalization as on 31st March, 2023, as such, a Business Responsibility and Sustainability Report (BRSR) is annexed with this Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided

in the Report on Corporate Governance.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed herewith as “Annexure-D”.

22. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as “Annexure-E”.

23. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism-cum-Whistle Blower Policy may be

accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf

26. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-F (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.

28. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, CEA, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Ministry of Power, Ministry of Coal, Government of India, Financial Institutions, Banks, Rating Agencies, for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf of the Board MANOJGAUR

Place : New Delhi Chairman

Date : 28th July, 2023 [DIN: 00008480]


Mar 31, 2022

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie Cement Grinding Unit with an installed capacity of 2 MTPA.

(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 2.80 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP.

(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.

Despite Covid related issues impacting the demand of energy in the beginning of the year and constraint in coal procurement as well as unremunerative coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-

Plant

Plant

Availability

(%)

Plant Load Factor

(%)

Net Saleable Energy Generation (MU)

Jaypee Vishnuprayag Hydro Power Plant (400 MW)

96.65

51.40

1565.56

Jaypee Bina Thermal Power Plant[500 MW ]

74.20

57.28

2314.87

Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)

87.56

72.49

7794.90

The Directors of your Company are pleased to present the Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2022.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2022 is summarized below:-

(Rs. in Crore)

Particulars

Current

Previous

Year ended

Year ended

31.03.2022

31.03.2021

Net Revenue

4596.32

3284.44

Add: Other operating income

28.23

17.27

Add: Other Income

234.87

132.66

Total Income

4859.42

3434.37

Profit before Interest, Depreciation, Exceptional items & Taxation

1347.9

1290.19

Less : Finance Cost

556.09

578.10

Less : Depreciation

481.20

479.87

Add: Exceptional items (Net)

0

243.65

Profit /(Loss) before Tax

310.61

475.87

Add: Tax expenses (Net)

(202.12)

(109.59)

Profit after Tax/(Loss)

108.49

366.28

(Less)/Add: Other Comprehensive Income

(0.20)

0.63

Total Comprehensive Income

108.29

366.91

2. COMPANY’S PLANTS AND OPERATIONS

The Company continued to be engaged in the business of thermal and hydro power generation, coal mining, sand mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW, 2 MTPA Cement Grinding Unit and 2.8 MTPA Coal Mine as per details given below:-

(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.

(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit had been in operation since August 2012 and second unit since April 2013.

(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two units of 660 MW each, First unit had been in operation since September 2014 and second unit since February 2015.

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie Cement Grinding Unit with an installed capacity of 2 MTPA.

(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 2.80 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP.

(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.

Despite Covid related issues impacting the demand of energy in the beginning of the year and constraint in coal procurement as well as unremunerative coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-

Plant

Plant

Availability

(%)

Plant Load Factor

(%)

Net Saleable Energy Generation (MU)

Jaypee Vishnuprayag Hydro Power Plant (400 MW)

96.65

51.40

1565.56

Jaypee Bina Thermal Power Plant[500 MW ]

74.20

57.28

2314.87

Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)

87.56

72.49

7794.90


The saleable energy generation for the year has been 11,675.33 MUs as compared to 10,636.74 MUs during previous year i.e. higher by 1038.59 MUs. The performance of various plants is given as under:-

2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant

400 MW Jaypee Vishnuprayag Hydro Electric Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand.

The performance of the Vishnuprayag Hydro Electric Power Plant during the year ended 31st March, 2022 had been very good due to better hydrology and actual energy generated during the period was more than the Design Energy generation. The energy generated during the period ended 31st March, 2022 was 1801.23 MUs as compared to 1778.45 MUs during the corresponding previous year and the net saleable energy of 1565.56 MUs as against 1545.37 MUs during the previous year

2.2 500 MW Jaypee Bina Thermal Power Plant

Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal

based thermal power plant having an installed capacity of 500 MW (2X250 MW).

The Company has a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC guidelines and with Government of Madhya Pradesh (GoMP) & to supply 5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of (GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is being sold as merchant power.

MPPMCL has been giving restricted schedule to BINA TPP and is giving erratic and fluctuating schedules of dispatch most of days & some time scheduling very low off take, which technically rendered it unfeasible to run the Plant optimally and forcing Company to sell balance power to power exchanges at un-remunerative tariff. During FY 2021-22, total 2314.87 MUs power were delivered out of which, 1147.29 MUs were delivered to MPPMCL and balance 1167.58 MUs were sold on power exchange and on bilateral sale basis, mainly to meet technical minimum requirement of the plant.

The gross energy generation of JBTPP was 2508.69 MUs during the year 2021-22 as compared to 1686.39 MUs during the previous year, thus was higher by 822.3MUs.

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant

1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited respectively.

The Plant has long term PPAs with MPPMCL to supply 30% of installed capacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of GoMP Part of Energy generation is also sold on merchant basis through bilateral arrangements, through Indian Energy Exchange & Power Exchange of India Limited. The operations have been affected to some extent due to non-availability of long term PPA(s) and non-availability of coal for the part capacity of the plant.

The gross energy generation of the Plant was 8381.90 MUs during the year 2021-22 as compared to 8106.40 MUs in the previous year, which was higher by 275.50MUs. During the year 2021-22, 4356.35 MUs power was sold as merchant sales. The Company achieved a PLF of 72.49 % as compared to 70.11 % in the previous year.

2.4 Amelia (North) Coal Mine Block

The Company has a captive coal mine, Amelia (North), with an annual drawing capacity of 2.8 MTPA.

The Coal production from the mine commenced w.e.f.

26th May, 2015. The coal production during the financial year 2021-22 was 2.8 Million Tonne i.e. Peak rated capacity of the mines.

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. Total production of Cement in the Plant during FY 2021-22 was 24,660 MT as against 43,306.5 in FY 2020-21 mainly due to clinker supply constraints.

2.6 Sand Mining Operations

In the previous year, your Company had participated in Bidding for Selection of Agency for conducting all sand operations, such as, excavation, storage, sale, etc. of Sand in the State of Andhra Pradesh floated by Director of Mines and Geology, (DMG) Govt. of Andhra Pradesh. In the process of selection of Agencies for conducting all sand operations for the above referred Package 1, 2 and 3, the Company qualified and secured the contract, in all the three fields given below:-

Package 1

Srikakulam, Vizianagaram, Visakhapatnam & East Godavari districts in state of Andhra Pradesh with a mimimum bid amount of Rs. 477.50 Crore inclusive of all statutory levies and consideration amount

Package 2

West Godavari, Krishna, Guntur &Prakasam districts in the state of Andhara Pradesh with a minimum bid amount of Rs. 745.70 crore inclusive of all statutory levies and consideration amount

Package 3

Nellor, Anantapur, Chittoor, Kurnool & YSR Kadapa districts in the state of Andhra Pradesh with a minimum bid amount of Rs. 305.60 crore inclusive of all statutory levies and consideration amount

Your Company has implemented the project during the current year through sub-contract and has achieved a turnover of Rs. 741.82 crore (Previous Year - NIL) from Sand Mining Operations.

3. OPERATIONS

The total income from operations for the year ended 31st March, 2022 aggregated to Rs. 4624.55 crore as compared to Rs. 3301.71 crore in the previous year i.e. higher by Rs. 1322.84 crore.

The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 310.61 crore as compared to profit of Rs. 232.22 crore in the previous year. Exceptional items for the year under review was NIL (against exceptional item of Rs. 243.65 crore in the previous year).

The total income on consolidated basis for the year ended 31st March, 2022 aggregated to Rs. 4859.63 crore as compared to Rs. 3429.01 crore in the previous year. However, Net profit after tax and exceptional items on consolidated basis during the year under review stood at Rs. 107.28 crore as compared to net profit on consolidated basis of Rs. 282.06 crore during the previous year.

4. DIVIDEND

Due to inadequate profits in the current year, dividend was not recommended by the Board.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2022, was Rs. 68,53,45,88,270 divided into 6,85,34,58,827 Equity Shares of Rs.10/- each and as on 31st March, 2022, 23.12% of the paid-up Equity Share Capital of the Company is held by Banks, Financial Institutions and Insurance Companies. The Company has not issued any fresh shares during the year under review. Also, Your Company has not issued any:

• Shares with differential voting rights

• Sweat equity shares

• Equity shares under Employees Stock Option Scheme

7. VOTING RIGHTS TO PREFERENCE SHAREHOLDERS

Pursuant to the Debt Resolution Plan and consequent Framework Agreement executed with the Lenders, the Company had allotted the following Preference Shares during the month of December, 2019:

1. 0.01% Cumulative Compulsory Convertible

Preference Shares (CCCPs) aggregating to Rs. 3805.53 crore to lenders;

2. 9.5% Cumulative Redeemable Preference Shares (CRPs) of Rs.17.50 crore to be redeemed now in 7 equal instalments to Corporation Bank, now Union Bank of India; and

3. 9.5% Cumulative Redeemable Preference Shares (CRPs) of Rs.12.02 crore to be redeemed out of the sale proceeds of Nigrie Cement Grinding Unit to Canara Bank.

The dividends were supposed to be paid on the above referred securities as per coupon rate. However, the dividends could not be paid because of inadequate/non-availability of profits during the period.

Section 47 of the Companies Act, 2013 provides that where the dividend in respect of class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

Since allotment was made in December, 2019, a period of two years has passed and the dividend has not been paid to the above referred all the three categories of preference shareholders, by virtue of Section 47 of the Companies Act, 2013, all the preference shares have become participative in general meetings and have attained the voting rights equivalent to all equity shareholders on all resolutions put before the shareholders.

On the basis of applicability of the provisions as referred to above, the resultant voting matrix has become as follows after December, 2021 onwards:-

Total Capital (Rupees)

No of Shares

Rs. (Face Value)

No. of Votes (In Proportion to Paid Up Capital)

Percentage

Equity

68,53,45,88,270

6,85,34,58,827

10

68,53,45,88,270

64.13%

CCPS

Series A

38,04,90,00,000

38,049

10,00,000

38,04,90,00,000

35.61%

Series B

63,00,000

63

1,00,000

63,00,000

0.0%

CRPS

Union Bank of India (Previously Corporation Bank)

15,00,00,000

150

10,00,000

15,00,00,000

0.14%

Canara Bank

12,02,00,000

1,202

1,00,000

12,02,00,000

0.11%

Total

1,06,86,00,88,270

1,06,86,00,88,270

100.00%

8. DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014.

9. HOLDING & SUBSIDIARIES

As on 31st March, 2022, the Company had following wholly owned subsidiaries:

i) Jaypee Arunachal Power Limited;

ii) Sangam Power Generation Company Limited;

iii) Jaypee Meghalaya Power Limited;

iv) Bina Mines and Supply Limited (Previously Bina Power and Supply Limited)

The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-

9.1 Jaypee Arunachal Power Limited

Jaypee Arunachal Power Limited (JAPL) was incorporated

by Jaiprakash Power Ventures Limited as a wholly owned subsidiary of the company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Jaiprakash Power Ventures Limited alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance, forest clearance case is under scrutiny with Nodal officer, Itanagar. Draft Rehabilitation & Resettlement Plan is submitted to State Govt for its approval. Power Purchase Agreements are to be submitted for final approval. The details have been submitted to CEA for getting concurrence of Detailed Project Report revalidated. The cases of land acquisition, extension of validity of ToR for EIA/ EMP reports are being pursued with State Government. More field surveys have been carried out.

For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for extension of Validity of TEC. Public hearing had been conducted and the final EIA & EMP report has been submitted to Ministry of Environment & Forest for environment clearance. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.

An amount of approx. Rs. 228.29 crore has been incurred in respect of the aforesaid projects upto 31st March, 2022.

Ministry of Power GOI has decided to implement these project by Public Sector Undertakings and allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-

1. Lower Siang HEP (2700 MW) to NHPC Ltd.

2. Hirong HEP (500MW) to NEEPCO Accordingly, the process of handing over these projects and recovery of expenditures incurred by JPVL is under discussion with the respective PSUs.

9.2 Sangam Power Generation Company Limited

Sangam Power Generation Company Limited (SPGCL) was acquired by Jaiprakash Power Ventures Limited (JPVL) from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the

ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that Company''s claims be settled amicably for closing the agreement(s). Due to abnormal delay in resolving the matter by UPPCL, SPGCL has withdrawn all its undertakings given to UPPCL and lodged a claim of Rs. 1,157.22 crore on them vide its letter no. SPGCL/NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed a petition with Hon''ble Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of performance bank guarantee and payment of certain claims.

Hon''ble UPERC has concluded the hearing and vide order dated 28th June, 2019 has directed UPPCL as under:-

a) The Power Purchase Agreement dated 17th October, 2008 and Share Purchase Agreement dated 23rd July, 2009 would stand terminated. As a consequence of termination of Share Purchase Agreement, the Respondent (UPPCL) shall become the owner of SPGCL.

b) Allowed reimbursement of actual expenses of Rs. 251.37 crores and allowed simple interest @9% on Rs. 149.25 crores which include expenditure on Land, Advances and Admin. Expenses.

c) The Respondent will immediately release the Bank Guarantee provided by the Petitioner (SPGCL).

UPPCL and SPGCL had filed Appeals against the Order of UPERC with APTEL. APTEL vide its Order dated 14.07.2021 has disallowed the Appeals and directed UPERC for verification & payment of expenses allowed in its Order & release of performance guarantees.

In terms of Order passed by APTEL, SPGCL has filed application with UPERC for verification of expenses & payment of expenses with Interest and release of performance guarantee.

UPPCL and SPGCL have filed Appeals with Supreme Court against the Order passed by APTEL.

Supreme Court has stayed the Order passed by APTEL and matter is pending for final hearing.

An amount of Rs. 548.19 crore has been spent on the Project up to 31st March, 2022.

9.3 Jaypee Meghalaya Power Limited

Jaypee Meghalaya Power Limited was incorporated to implement 270MW Umngot HE Power Project and 450MW Kynshi-II HE Power Project on BOOT (Build, Own, Operate and Transfer) basis and is presently the Wholly-owned Subsidiary of Jaiprakash Power Ventures Limited (JPVL).

JPVL alongwith its associates will ultimately hold 74% of the equity of the Company and the balance 26% will be held by the Government of Meghalaya.

a) UMNGOT HE POWER PROJECT (270MW) : As

there was opposition by the local people, State Government had earlier advised that Umngot HE

Power Project would not be operationalized as per MoA till further orders. The matter was being pursued with State Government for permission to resume the works. However, State Government has issued the order to terminate the MOA and begun the process for re-allocation of this project though ICB route.

b) KYNSHI H.E. PROJECT-II (3 x 150 = 450 MW)

i. The field work of survey & investigation and EIA studies have been completed. Drilling and drifting in power house area have been completed.

ii. The revised proposal for Kynshi-II HEP with involvement of lesser forest area submitted to Government of Meghalaya and MoEF. MoEF has asked Department of Atomic Energy and the State Government to give their view on uranium deposits in the vicinity of the project. Accordingly revised proposal for issuance of Term of Reference for EIA studies will be submitted.

iii. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. The water availability series for power potential studies has been approved by CEA.

iv. An aggregate amount of approx. Rs. 8.50 crores has been spent on the above said two projects upto March, 2022.

v. As it has been established that there are deposits

of Uranium in the area of this project, it has become difficult to obtain clearance form Ministry of Environment and Department of Atomic Energy. Therefore, Government of Meghalaya is in process to declare this project as non-feasible and scrap the same.

9.4 Bina Mines and Supply Limited

Consequent to termination of Securities Purchase Agreement (SPA) executed with JSW, which was extended upto 31st December, 2017, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL could not be implemented. The name of the company was changed to Bina Mines and Supply Limited vide fresh certificate of incorporation dated 7th July 2021.

10. REPORT ON PERFORMANCE OF SUBSIDIARIES

The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2022 is attached in the prescribed format AOC-1 as set out in “Annexure-A” and forms part of this Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.

The Policy on Material Subsidiaries, as approved by the Board of Directors, may be accessed on the Company''s website at the link: http://jppowerventures. com/wp-content/uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf

11. DIRECTORATE AND KEY MANAGERIAL PERSONNEL11.1 Changes in the Board

a) Dr. Dinesh Kumar Likhi (DIN: 03552634) appointed as an Independent Director w.e.f 6th August, 2021 for a term of 3 years to hold his office till 5th August, 2024

b) Shri Manoj Gaur (DIN: 00008480) and Sunil Kumar Sharma (DIN: 00008125) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for re-appointment.

c) Shri Jagmohan Garg (DIN: 00364981) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 16th October, 2019 to hold his office till 15th October, 2022. Looking at his valuable contribution to the Board, approval of Shareholders is sought to re-appoint him for a further period of 3 years w.e.f. 16th October, 2022 to 15th October, 2025.

d) The IDBI Bank Ltd has nominated Shri Mitesh Sinha (DIN 08921820) in place of Shri Ramakrishna Eda (DIN 07677647) - Nominee IDBI Bank Ltd. Hence, Shri Ramakrishna Eda resigned from the Board vide his resignation dated 17th May, 2022 and Shri Mitesh Sinha was appointed as a Nominee Director (IDBI) on 27th May, 2022.

11.2 Key Managerial Personnel

Shri Suren Jain continued as Managing Director and CEO of the Company. Shri Praveen Kumar Singh continued as Whole-time Director of the Company.

Shri R.K. Porwal, Chartered Accountant, continued to be CFO of the Company.

Shri Mahesh Chaturvedi (FCS 3188) continued to be Company Secretary and Compliance Officer of the Company.

11.3 Number of meetings of the Board of Directors

During the financial year 2021 -22, four meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.

11.4 Statement on declaration given by Independent Directors

The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed

under the Listing Regulations 2015 and are independent of the management of the Company.

11.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.jppowerventures.com.

11.6 Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors

(i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in their meeting held on 11th May, 2019 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 26th May, 2022 carried out the evaluation of performance of Board, its Committees except NRC and that of individual Directors other than independent directors, on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.

(ii) A meeting of Independent Directors was held on 8th February, 2022 without the attendance of Non-Independent Directors or any member of the Management, for evaluation of performance of NonIndependent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.

(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 as well as by the Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 27th May, 2022 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2022 that:

a. in the preparation of the annual accounts, the

applicable accounting standards had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2022 and profit of the Company for that period;

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

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

e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. AUDITORS13.1 Statutory Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 to hold his office till the conclusion of 27th Annual General Meeting to be held in FY 2022. The Board of Directors in its meeting held on 27th May, 2022 has, on the recommendation of the Audit Committee, proposed to re-appoint M/s. Lodha & Co., Chartered Accountants as Auditors of the Company for another term of 5 (five) consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2027. M/s Lodha & Co., Chartered Accountants, have confirmed their eligibility for the same and have expressed their willingness to be so reappointed at such remuneration as may be fixed by the Board of Directors of the Company.

13.2 Cost Auditors

For the Financial Year 2020-21, the Board of Directors of the Company had re-appointed, on the recommendations of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Records in respect of Power Generation and Cement Grinding Unit of the Company. The Cost Audit Report for the Financial Year ended 31st March, 2021 has been filed in Form CRA-4, with the Cost Audit Branch of the Ministry of Corporate Affairs. For the Financial Year 2021-22, on the recommendation of the Audit Committee, the Board of Directors appointed M/s Sanjay Gupta & Associates, Cost Accountants to audit the Cost Records relating to “Power Generation” of various

plants of the Company and also for Cement Grinding Unit for the Financial Year 2021-22. The Cost Audit Report for the Financial Year 2021-22 will be filed within the due date.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Sanjay Gupta & Associates, Cost Accountants as Cost Auditors of the Company for auditing the Cost Records relating to “Power Generation” of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2022-23 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

13.3 Secretarial Auditor

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee,

had appointed M/s. VLA &Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2022.

Secretarial Audit Report for the Financial Year ended on 31st March, 2022, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as “Annexure-B”.

The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed M/s. VLA & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the Financial Year 2022-23.

14. AUDITORS’ REPORT

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2022. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:

Auditors’ Qualification

Management’s Reply

a)

As stated in note no. 44(e) of audited standalone financial statements for the year ended 31st March, 2022, the Company has given/provided corporate guarantee of USD 1,500 lakhs (previous year USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (previous year Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2022 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results).

In the opinion of the Management there will be no material impact of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement.

(Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016.

Presently, Impact cannot be quantified.

b)

As stated in note no. 46 and 53(a) of audited standalone fiAs stated in note no. 46 and 53(a) of audited standalone financial statements for the year ended 31st March, 2022, no provision for diminution in value against certain long-term investments made in subsidiaries amounting to Rs. 78,795 lakhs (previous year Rs. 78,785 lakhs and including amount of Rs. 55,207 investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims as stated in note no.6 of accompanying financial results (impact unascertainable) (note no. 5 of accompanying financial results).

No provision for diminution in value against following longterm investments of amounting to Rs.78,795 lakhs (Book Value) has been made as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and claims as stated in note no.5 (this to be read with note no.6) of accompanying financial results and management is confident that no provision for the same at this stage is considered necessary.

In Lakhs

(i)

Investment in Sangam Power Generation Company Limited

55,207

(ii)

Investment in Jaypee Arunachal Power Ltd

22,872

(iii)

Investment in Jaypee Meghalaya Power Ltd

711

(iv)

Investment in Bina Mines & Supply Co. Ltd.

5

Total

78,795

Presently, Impact cannot be quantified.

Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The Management Reply thereto were as under:-

Auditors Emphasis on matters

Management’s Reply

a)

As stated in note no. 47 of audited standalone financial statements for the year ended 31st March, 2022, regarding the claims of UPPCL of Rs. 39,970 lakhs (including carrying cost of Rs. 2,916 lakhs and Rs. 729 lakhs for year ended 31st March,2022 and current quarter respectively and Rs8,193 lakhs for the financial year 2018-19 to 2020-21) against disallowances made in respect of a unit VHEP of the Company towards income tax and secondary energy charges (paid / accounted for) in earlier years which is to be refunded back to UPPCL in view of Order of UPERC. Against the Order of UPERC as stated in the note no. 8 of accompanying financial results, Company has filed an Appeal with APTEL. As stated, Company believes that it has a credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage (note no. 8 of accompanying financial results) and amount deducted / retained by UPPCL amounting to Rs.16,044 lakhs is considered good.

Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June, 2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company.

The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 39,970 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.

Presently, Impact cannot be quantified.

b)

As stated in Note no. 48(i) of the audited standalone financial statements for the year ended 31st March, 2022, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). As stated in said note, in respect of the stated unit receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending before concerned authority, for which the management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (till 31.03.2021 Rs. 5,885 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable.

The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (previous year Rs. 5,885 lakhs) has been deposited which is in the opinion of the management good and recoverable.

Presently, Impact cannot be quantified.

c)

As stated in note no. 59(a) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2022 regarding pending confirmations/ reconciliation of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs as stated in said notes

Management is in the process to confirmations/ reconciliation of balances of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Subcontractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs.

Presently, Impact cannot be quantified.

Auditors Emphasis on matters

Management’s Reply

d)

For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2022 of amounting to Rs. 12,041 lakhs (previous year Rs. 22,841 lakhs) and Rs. 9,034 lakhs (previous year Rs. 18,297 lakhs) respectively, the Management is confident about its realisability. Accordingly, these have been considered good by the management as stated in Note no. 66(c) of the audited standalone financial statements for the year ended 31st March, 2022.

During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs.12,041 lakhs and Rs. 9,034 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements.

Presently, Impact cannot be quantified.

e)

As stated in the Note no. 56 of the audited standalone financial statements for the year ended 31st March, 2022, fair value of Jaypee Nigrie Cement grinding unit being in excess as compared to the carrying value (as on 31st March 2022 carrying value amounting to Rs. 23,699 lakhs), as assessed by the management considering the expected future cash flows. Also, management is of the view that no impairment provision in the carrying amount of property, plant and equipment (including capital work-in-progress) is necessary at this stage considering above stated reasons.

As assessed by the Management, carrying value is lower than fair value, therefore, the management feel that there is no need to make provision on account of impairment at the stage.

f)

As stated in the Note no. 52 of the audited standalone financial statements for the year ended 31st March, 2022, regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2021 Rs. 19,535 lakhs) as stated in the said note, which have been disputed by MPPMCL. Company is contesting with MPPMCL and also has filed petitions with MPERC as stated in said note and in the opinion of the management, above stated amount is good and fully recoverable and hence no provision has been considered necessary by the management at this stage. (note no. 7(b) of the accompanying financial results).

Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs.17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage.

Further, the Statutory Auditors in their Reporton Consolidated Financial statements have made certain qualifications. The Management''s Reply thereto is as under:-

Auditors’ Qualification

Management’s Reply

a)

As stated in note no. 43(h) of audited consolidated financial statements for the year ended 31st March, 2022, the Company has given/provided corporate guarantee of USD 1,500 lakhs (previous year USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (previous year Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2022 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results).

Above qualification is appearing since the year ended 31st March 2018.

In the opinion of the Management there will be no material impact of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement.

(Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016.

Presently, Impact cannot be quantified.

Statutory Auditors in their Reporton Consolidated Financial statements have made Emphasis on certainmatters. The Management Reply thereto were as under:-

Auditors’ emphasis on matters

Management’s Reply

a)

As stated in note no. 48 of audited consolidated financial statements for the year ended 31st March, 2022, regarding the claims of UPPCL of Rs. 39,970 lakhs (including carrying cost of Rs. 2,916 lakhs and Rs. 729 lakhs for year ended 31st March,2022 and current quarter respectively and Rs 8,193 lakhs for the financial year 2018-19 to 2020-21) against disallowances made in respect of a unit VHEP of the Company towards income tax and secondary energy charges (paid / accounted for) in earlier years which is to be refunded back to UPPCL in view of Order of UPERC. Against the Order of UPERC as stated in the note no. 8 of accompanying financial results, Company has filed an Appeal with APTEL. As stated, Company believes that it has a credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage (note no. 8 of accompanying financial results) and amount deducted / retained by UPPCL amounting to Rs.16,044 lakhs is considered good

Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company.

The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 39,970 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.

Presently, Impact cannot be quantified.

b)

As stated in Note no. 46(i) of the audited consolidated financial statements for the year ended 31st March, 2022, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). As stated in said note, in respect of the stated unit receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending before concerned authority, for which the management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (till 31.03.2021 Rs. 5,885 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable.

The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (previous year Rs. 5,885 lakhs) has been deposited which is in the opinion of the management good and recoverable.

Presently Impact cannot be quantified.

c)

As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2022 regarding pending confirmations/reconciliation of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractor, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes.

Management is in the process to confirmations/ reconciliation of balances of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs.

Presently, Impact cannot be quantified

Auditors’ emphasis on matters

Management’s Reply

d)

For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2022 of amounting to Rs. 12,041 lakhs (previous year Rs. 22,841 lakhs) and Rs. 9,034 lakhs (previous year Rs. 18,297 lakhs) respectively, the Management is confident about its realizability. Accordingly, these have been considered good by the management as stated in Note no. 62(ii) of the audited consolidated financial statements for the year ended 31st March, 2022.

During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 12,041 lakhs and Rs. 9,034 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements.

Presently, Impact cannot be quantified.

e)

As stated in the Note no. 54 of the audited consolidated financial statements for the year ended 31st March, 2022, fair value of Jaypee Nigrie Cement grinding unit being in excess as compared to the carrying value (as on 31st March 2022 carrying value amounting to Rs. 23,699 lakhs), as assessed by the management considering the expected future cash flows. Also, management is of the view that no impairment provision in the carrying amount of property, plant and equipment (including capital work-in-progress) is necessary at this stage considering above stated reasons.

As assessed by the Management, carrying value is lower than fair value, therefore, the management feel that there is no need to make provision on account of impairment at the stage.

f)

As stated in the Note no. 65 of the audited consolidated financial statements for the year ended 31st March, 2022 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2021 Rs. 19,535 lakhs) as stated in the said note, which have been disputed by MPPMCL. Company is contesting with MPPMCL and also has filed petitions with MPERC as stated in said note and in the opinion of the management, above stated amount is good and fully recoverable and hence no provision has been considered necessary by the management at this stage. (note no. 7(b) of the accompanying financial results).

Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage.

Our Opinion is not modified for matters stated in para (a) to (f).

g)

Uncertainty on the going concern - of Subsidiary

Companies:

(i) Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs) is in process of data/information submission to the nodal agency regarding handing over of the project to the designated agency i.e. NHPC where Government of India has proposed JAPL''s project to be implemented by the central PSU (NHPC/ NEEPCO). Accordingly, no provision has been considered necessary for capital work in progress and advance given to Government of Arunachal Pradesh and JAPL is dependent on its holding company for meeting its day-today obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPL''s ability to continue as a going concern. However, the financial statements of the JAPL have been prepared by the management on a going concern basis [Note no. 64(a) of the audited consolidated financial statements for the year ended 31st March, 2022].

(i) Government of India has proposed company''s project to be implemented by central PSU (NHPC/ NEEPCO). We are in process of data / information submission to the nodal agency regarding handing over of the project to the designated agencies i.e. NHPC, therefore no impairment provision has been considered necessary for ‘Capital work- in -progress'' and Advance given to Government of Arunachal Pradesh at this level.

Auditors’ emphasis on matters

Management’s Reply

(ii) Jaypee Meghalaya Power Limited (JMPL) (where Holding Company has investment of Rs. 846 lakhs) is in process to file an application for refund/ reimbursementof necessary fees etc. which was deposited with government agency in this regard along with other expenditures incurred as the project has been held up by Government of India, hence no impairment is considered necessary for capital work in progress and JMPL is dependent on its holding company for meeting its day-to-day obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPL''s ability to continue as a going concern. However, the financial statements of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2022].

(ii) Government of India has held up the project of the company and we are in the process to file an application for refund/ reimbursement of necessary fees etc. which was deposited with the Government agency in this regard along with other expenditures incurred, hence no impairment is considered necessary for ‘capital work- in -progress’ at this level. Company has made provision of Rs. 135 Lakhs against the investment of Rs. 846 Lakhs.

(iii) Sangam Power Generation Company Limited (SPGCL) (where Holding company investment of Rs. 55,207 lakhs) is having accumulated losses and its net worth has significantly eroded as on 31st March 2022 and its claim against UPPCL is pending before Hon’ble Supreme Court. These conditions, indicates the existence of a material uncertainty that may cast significant doubt about the SPGCL’s ability to continue as a going concern. However, the financial statements have been prepared on going concern basis. [this is to be read with as stated in note no. 6 of the accompanying financial results].

Our opinion on above [(i) to (iii)] is not modified

(iii) Sangam Power Generation Company Limited (SPGCL, a Subsidiary Company) was acquired by JPVL (theCompany) from Uttar Pradesh Power Corporation Ltd (UPPCL) in earlier year for implementation of 1320 MW Power Project (Karchana STPP) at Tahsil Karchana, Distt. Allahabad, Uttar Pradesh. The Company has investment of Rs.55,207 lakhs (5,520 lakhs equity shares of Rs. 10/- each fully paid till 31/03/2022) in SPGCL. Net Worth of SPGCL have been eroded significantly as on 31st March, 2022. In view of abnormal delay in handing over the physical possession of land by UPPCL, SPGCL had written to UPPCL in earlier year and to all procurers of power that the Power Purchase Agreement (PPA) be rendered void and cannot be enforced. As advised, draft of Share Purchase Agreement (SPA) was sent to UPPCL / UPRVUNL by SPGCL for their approval but there was abnormal delay in resolving the matter by UPPCL, therefore SPGCL had withdrawn all its undertakings given to UPPCL and also had filed a petition before Hon’ble UPERC (State Commission) for release of performance bank guarantee and also for payment against claim lodged of Rs 1,15,722 lakhs. UPERC vide its Order dated 28.06.2019 has allowed claim (of SPGCL) for Rs.25,137 Lakhs along with interest @ 9% p.a. on Rs.14,925 lakhs for the period from 11.04.2014 to 31.03.2019 and also directed UPPCL to immediately release Performance Bank Guarantee (Rs. 99 crore) to SPGCL and SPGCL to transfer the entire land parcel to UPPCL. UPPCL had appealed against the said order in APTEL and SPGCL had also filed counter appeal. During the current year, APTEL vide its order dated 14th July, 2021, upheld the State Commissions order dated 28.06.2019 and directed State Commission to complete the verification of relevant documents of the claim filed by SPGCL within a period of three months from the date of pronouncement of this judgment and crystallize the total amount to be paid to SPGCL. SPGCL has filed application with Hon’ble UPERC for verification of expenditure and payment thereof and release of performance bank guarantee. Further, UPPCL has filed an appeal with Hon’ble Supreme Court against above mentioned order of APTEL and also Company has filed an appeal with Hon’ble Supreme Court against the order of APTEL. Hon’ble Supreme Court has stayed the Order of APTEL. Further pursuant to the Order of Hon’ble Supreme Court, application filed with UPERC has been kept in abeyance. Pending these and management is confident about settlement of claims in its favour, no provision against diminution in value of investment, has been considered necessary at this stage.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions were done on an arm''s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No.SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: https://www.jppowerventures.com/wp-content/ uploads/2022/06/Policy-on-Related-Party.pdf The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-C” to this Report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.

17. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.jppowerventures. com/wp-content/uploads/2022/08/MGT_7-2022.pdf

18. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

20. RISK MANAGEMENT

The Provisions of constitution of Risk Management

Committee has been made applicable by the SEBI vide its Notification dated 5.5.2021 wherein it has made it mandatory for top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee. According the Company has constituted and Risk Management Committee details of which are given to the Corporate Governance Report forming part of the Board Report.

The policy on Risk Management as approved by board is available on company''s website at www.jppowerventures. com

In the opinion of the Board, there is no risk which may threaten the existence of the Company as a going concern.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2022, as such, a Business Responsibility and Sustainability Report (BRSR) is annexed with this Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Report on Corporate Governance.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed herewith as “Annexure-D”.

23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as

“Annexure-E”.

24. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.

25. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from

the Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

26. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf

27. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or

inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-F (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.

29. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Financial Institutions, Banks and Rating Agencies for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf of the BoardMANOJGAUR

Place : New Delhi Chairman

Date : 27th May, 2022 [DIN: 00008480]


Mar 31, 2018

To,

The Members

The Directors of your Company are pleased to present the Twenty Third Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2018, is summarized below:-

(Rs. in Crore)

Particulars

Current Year ended 31.03.2018

Previous Year ended 31.03.2017

Net Revenue

3355.80

2778.81

Add: Other operating income

25.51

13.00

Add: Other Income

348.75

87.62

Total Income

3730.06

2879.43

Profit before Interest, Depreciation, Exceptional items & Taxation

1359.94

1064.95

Less : Finance Cost

1491.78

1802.28

Less : Depreciation

486.86

486.84

Less: Exceptional items (Net)

0.00

0.00

Profit before Tax/(Loss)

(618.70)

(1224.17)

Add: Tax expenses

91.39

463.56

Profit after Tax/(Loss)

(527.31)

(760.61)

Add : Other Comprehensive Income

(0.04)

0.43

Total Comprehensive Income

(527.35)

(760.18)

2. COMPANY’S PLANTS AND OPERATIONS

The Company is engaged in the business of thermal and hydro power generation, coal mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW as per details given below:

1. 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.

2. 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit has been in operation since August 2012 and second unit since April 2013.

3. 1320 MW Jaypee Nigrie Super Thermal Power Project in Distt. Singrauli (M.P). consisting of two units of 660 MW each, First unit has been in operation since September 2014 and second unit since February 2015.

Further, the Company has Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was allotted in e-auction. Entire coal produced by the said coal mine is being utilized for Power Generation at 1320 MW Jaypee Nigrie Super Thermal Power Project in Distt. Singrauli (M.P).

Besides the above, the Company also has a Cement Grinding facility called Jaypee Nigrie Cement Grinding Unit with a capacity of 2 MTPA.

The company had also implemented 1980 MW Bara Thermal Power Plant of which, all the three units of 660 MW each are operational through its erstwhile subsidiary i.e. Prayagraj Power Generation Company Limited (PPGCL), which had ceased to be subsidiary of the Company, consequent upon invocation of entire pledged shares held by the Company in PPGCL, by SBICAP Trustee Company Limited on behalf of banks/financial institutions on 18th December, 2017.

The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2017-18 were as under:

Plant

Plant Availability (%)

Plant Load Factor (%)

Net Saleable Energy Generation (M U)

Jaypee Vishnuprayag Hydro Power Plant (400 MW)

99.07

61.55

1871.32

Jaypee Bina Thermal Power Plant [500 MW -Phase I (of 1200 MW)]

83.42

56.29

2265.48

Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)

84.66

66.49

7272.25

The saleable energy generation for the year has been 11,409.05 MUs as compared to 9,344.69 MUs during previous year i.e. higher by 2,064.36 MUs. The performance of various projects/plants in operation is given as under:-

2.1 400 MW Jaypee Vishnuprayag Hydro Power Plant

400 MW Jaypee Vishnuprayag Hydro Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has executed a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand. The plant had always generated units higher than Design Energy of 1,774.42 MUs, except for the year 2013-14 wherein it was under shutdown from 16th June, 2013 to 12th April, 2014 due to floods in Alaknanda river basin.

The performance of Vishnuprayag Hydro Power Plant during the Financial Year 2017-18 has been very good. Actual energy generated during the year was more than the Design Energy. The total generation of energy during the Financial Year 201718 was 2,156.85 MUs and net saleable energy was 1,871.32 MUs as against the generation of 2,042.03 MUs and net saleable energy of 1,770.20 MUs, during the previous year, respectively.

2.2 500 MW (Phase I of 1200 MW) Jaypee Bina Thermal Power Plant

Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal based thermal power plant having an installed capacity of 500 MW (2X250 MW).

The Company has executed a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC guidelines and 5% of actual generation at variable cost. Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is to be sold as merchant power.

MPPMCL had restricted offtake to 70%/60% of the contracted capacity due to the low demand of power in the State, from most of the power producer(s) in Madhya Pradesh since last 2 years. However, more recently MPPMCL is not adhering to the above restriction of 70%/60% of the contracted capacity and is giving despatch schedules erratically, which is technically not feasible, requiring Company to sell balance power to power exchanges at the market/prevailing prices. During the year 2017-18, 1,126.38 MUs power were sold through exchange.

The gross energy generation of JBTPP was 2,465.31 MUs during the year 2017-18 as compared to 812.83 MUs during the previous year, thus was higher by 1,652.48 MUs. In the previous year, generation was lower due to lower scheduling by SLDC.

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant

1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited.

The gross energy generation of the Plant was 7,688.93 MUs during the year 2017-18 as compared to 7,266.96 MUs in the previous year, which was higher by 421.97 MUs.

The Company achieved a PLF of 66.49% as compared to 62.85% in the previous year. The Plant has long term PPAs for 37.5% (Including 7.5% on variable cost) with MPPMCL. Energy was also sold on merchant power basis through bilateral arrangements and through Indian Energy Exchange & Power Exchange of India Limited. The operations have been adversely affected due to non-availability of long term PPA(s) and non-availability of coal for the entire capacity of the plant.

2.4 Amelia (North) Coal Mine Block

The Company has a captive coal mine, Amelia (North), with an annual drawing capacity of 2.8 MTPA as per the Coal Mine Development and Production Agreement.

The Coal production from the mine started on 26th May 2015. The coal production during the financial year 2017-18 was 2.80 Million Tonne as against the Peak rated capacity of the plant at 2.8 MTPA .

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. An expenditure of Rs 300 crore (approx.) has been incurred on the Project. Total production of Cement in the Plant during FY 2017-18 was 1,17,786 T as against 2,422 T in FY 2016-17.

The Plant could achieve production of Cement only 6% of the installed capacity in the year under reference because of nonavailability of Clinker.

The Company had signed a Business Transfer Agreement with Orient Cement Limited (OCL) for sale of this Grinding Unit as a going concern on 31st May, 2017, which on expiry of date of one year i.e. 31st May, 2018 has been terminated by OCL.

3. OPERATIONS

The total income from operations for the year ended 31st March, 2018 was Rs. 3381.31 crore as compared to Rs. 2791.81 crore last year resulting in increase of Rs. 589.50 crore.

Further, Other Income of Rs. 348.75 crore (including Ind AS adjustments of Rs. 81.62 crore) as against income of Rs. 87.62 crore (including Ind AS adjustments of Rs.45.09 crore) in the previous year is mainly on account of (i) an amount of Rs. 228.48 crore received from JSW Energy Limited during current Year as deferred consideration on transfer of shares of Himachal Baspa Power Company Limited. (ii) Interest on Income Tax refund Rs. 6.20 crore (Previous Year Nil).

The operation resulted in a net loss for the year under review of Rs. 527.35 crore as compared to net loss of Rs. 760.18 crore in the previous year.

Though income from the operations on consolidated basis for the year ended 31st March, 2018 had increased to Rs. 5231.06 crore as compared to Rs. 4744.72 crore in the previous year, however, total loss on the consolidated basis for the year ended 31st March, 2018 was at Rs.1690.35 crore as compared to total loss on the consolidated basis of Rs. 1293.86 crore of last year. The main reason for higher loss was due to loss of Rs. 982.08 crore (Previous year Rs. 546.06 crore) incurred by Prayagraj Power Generation Company Limited an erstwhile subsidiary company (till 17.12.2017) .

4. DIVIDEND

Due to losses suffered by the Company in the current year, no dividend was recommended by the Board.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2018, was Rs.5,996 crore divided into 599.60 crore Equity Shares of Rs.10/- each, as on 30th June, 2018, 49.85% of the paid-up Equity Share Capital of the Company, is held by Banks and Financial Institutions.

Your Company has not issued any :

- shares with differential rights

- sweat equity shares

- equity shares under Employees Stock Option Scheme

7. STRATEGIC DEBT RESTRUCTURING (SDR) SCHEME

Due to unsatisfactory operations, the Company had not been able to service the lenders dues regularly. In order to overcome the financial stress, the Company/ Lenders are in process of formulating a revival plan. Accordingly, in the Joint Lender Forum (JLF) meeting dated 25 July 2016, the Lenders invoked SDR. Consequent to that the Company has allotted 30,580 lakh equity shares valued Rs. 3,05,800 lakh on 18.02.2017 to Banks and Financial Institutions upon conversion of part of outstanding loans/ interest towards implementation of SDR Scheme as per RBI guidelines, after getting requisite approval of Shareholders, etc. Accordingly the equity share capital of the Company was increased to Rs. 5,99,600 lakh from Rs. 2,93,800 lakh and as on 30th June, 2018 the lenders shareholding stood at 49.85% of paid up capital.

The lenders, who are holding equity share capital of the Company, have to offload the shareholding as per RBI guidelines. The lenders had invited bids for divestment of part of their equity in the Company. The bids received by Lenders were not found acceptable by the Lenders. Therefore, lender(s) decided to close the process and intimate the bidders/ advisors suitably. Thereafter, resolution/ revival plan is under consideration of Lender(s) as per revised RBI guidelines dated 12.02.2018 for the Stressed Assets.

Meanwhile in the meeting of the lenders held on 19th March, 2018, the Company submitted the proposal for deep restructuring of the loan facilities, which is under consideration of Banks.

8. US$ 200 MILLioN FCCBs

The Company had issued Foreign Currency Convertible Bonds during the Financial Year 2009-10 for US $ 200 Million. The Company has partially redeemed FCCBs along with premium due thereon upto 13th February, 2015 and also paid interest upto 13th February, 2016. As on date, the principal amount of outstanding FCCBs is US$ 101.42 million. The Company entered into a Standstill Agreement on 11th February, 2016, wherein the standstill period was extended until 31st March, 2016. Pursuant to discussions with the Bondholders, the Company and certain Bondholders holding 75.76% of the principal amount of the FCCBs, had further entered into a Standstill Agreement pursuant to which, participating Bondholders had agreed to ‘standstill’ upto 15th May, 2017, subject to certain conditions.

The Reserve Bank of India vide its letter dated 26th April, 2017 approved the proposal subject to the consent of the Bondholders and Joint Lenders’ Forum (JLF). However, the Company is in further discussions with the bondholder(s) for restructuring of outstanding amount of FCCBs and with the lenders for their consent on the proposal.

9. HoLDING & SUBSIDIARIES

Consequent upon conversion of loan into equity under Strategic Debt Restructuring Scheme and holding of 49.85% shares by Banks and Financial Institutions, Jaiprakash Associates Limited (JAL), the Promoter of the company, ceased to be holding Company of your Company w.e.f. 18th February, 2017. However, since 29.74 % shares of the company are held by JAL as such, your Company is an Associate company of JAL.

As on 31st March, 2018, the Company had following subsidiaries:

i) Jaypee Powergrid Limited;

ii) Prayagraj Power Generation Company Limited;*

iii) Jaypee Arunachal Power Limited;

iv) Sangam Power Generation Company Limited;

v) Jaypee Meghalaya Power Limited;

vi) Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited).

Note:

* Till 17th December, 2017 (Details given in para 9.2 below)

The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-

9.1 Jaypee Powergrid Limited (JPL)

JPL is a Joint Venture Company with Power Grid Corporation of India Limited and has set up Transmission System comprising of 400 kV Quad Bundle Conductor Double Circuit Line from Karcham Wangtoo HEP Pothead yard at Wangtoo to Abdullapur (219.80 KM), which has been in commercial operation w.e.f. 1st April, 2012 and another LILO of Baspa-Nathpa-Jhakri Transmission Line (4 KM) has been in commercial operation w.e.f. 1st June, 2011. The total capital expenditure on the project has been Rs. 1004.28 crore as on 31.03.2018. The System is operating satisfactorily with cumulative availability of transmission system for F.Y 2017 18 at 99.84%. Total revenue of Rs.168.74 crore was earned from the system during F.Y 2017-18. Interim dividend @ 6% was declared & paid during F.Y 2017-18 and final dividend @ 9% has been recommended by the Board of Directors for approval of the shareholders of the Company.

9.2 Prayagraj Power Generation Company Limited

Prayagraj Power Generation Company Limited (PPGCL), acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, has implemented 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh. Unit-I, Unit-II and Unit III were commissioned on 29th February, 2016, 10th September, 2016 and 26th May, 2017, respectively.

Power Purchase Agreement has been executed with U.P Power Corporation Limited for 25 years for sale of Power to the extent of 90%, balance 10% to be sold on merchant basis. Fuel Supply Agreement has been entered into between PPGCL & Northern Coalfields Limited, for Coal linkages for Phase-I of 1980 MW.

The operations of PPGCL had been unsatisfactory due to paucity of working capital/ limited resource of the Company, as such the Company has not been able to operate all the three Units; thus resulting in losses. Therefore, PPGCL has not been able to pay interest regularly from February, 2017 onwards to lenders.

The lenders in the JLF meeting held on 20th November, 2017 decided to invoke the entire pledge of shares of JPVL’s holding in PPGCL pledged as collateral security for financing of PPGCL. On 18.12.2017 SBICAP Trustee Company Ltd. transferred the entire shareholding of the Company in PPGCL (equivalent to 89.47% of total capital of the PPGCL) in its name on behalf of the Lender(s).

Consequent to invocation of pledged shares, PPGCL ceased to be subsidiary of the Company w.e.f. 18th December 2017. Lenders have since commenced the process for sale of shares/change of Management of PPGCL by inviting Expression of Interest/definitive Bids from the prospective bidder(s). Reportedly, the lender(s) have received two bids, which are under examination. In the meantime, PPGCL has also submitted its proposal for deep restructuring vide its letter dated 16th March, 2018 for the consideration of lender(s).

9.3 Jaypee Arunachal Power Limited

Jaypee Arunachal Power Limited (JAPL) was incorporated by your Company as a wholly owned subsidiary of the Company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA up to February, 2019. The matter regarding land acquisition, extension of validity of Terms of Reference for EIA/ EMP reports, are being pursued with State Government. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance. More field surveys have been carried out.

For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for further extension of validity of concurrence for the DPR. Public hearing had been conducted and the final EIA & EMP report has been submitted. MoEF has asked for additional Cumulative Impact studies of Siang Basin. The same have been carried out and submitted. After its review by MoEF, extension of validity of concurrence for the DPR will be accorded. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.

An amount of approx. Rs. 228.30 crore has been incurred in respect of the aforesaid projects upto 31st March, 2018.

9.4 Sangam Power Generation Company Limited

Sangam Power Generation Company Limited (SPGCL) was acquired by the Company from Uttar Pradesh Power Corporation Limited through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh.

All major statutory approvals for Phase-1, are in place and Coal linkage for 4.68 MTPA by Northern Coalfield Limited has been issued for Phase-1 of the Project.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited but the District Administration could not hand over physical possession of land to SPGCL due to local villagers’ agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that SPGCL’s claims be settled amicably for closing the agreement(s). UPPCL had requested the SPGCL to submit supporting documents regarding claim, which have been furnished to UPPCL and are under their review.

An amount of Rs. 546.37 crore has been spent on the Project up to 31st March, 2018.

9.5 Jaypee Meghalaya Power Limited

Jaypee Meghalaya Power Limited (JMPL) was incorporated by your company as its wholly owned subsidiary to implement 270 MW Umngot HE Project in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II HE Project in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your company alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

With respect to these projects, the State Government has advised that these projects will not be operationalized as per MoA till further orders. The matter was taken up with state government and the works of Kynshi-II HEP was resumed after signing the amendments to MOA. The matter is still under examination by the State Government for Umngot HE Project.

The field work of Survey & Investigation and EIA studies have already been completed. Drilling and drafting in Power House area have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest (MOEF) GOI. In reply to the observation of the MOEF, Uranium Corporation of India has issued ‘No Objection Certificate’ with respect to uranium deposit in the vicinity of the Project. Accordingly revised proposal for issuance of Term of Reference for EIA studies was submitted. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. Approval of Central Electricity Authority has been accorded in respect of water availability potential of Power Generation.

An aggregate amount of approx. Rs. 8.50 crore has been spent on the above said two projects upto March, 2018.

9.6 Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited)

A subsidiary company as Himachal Karcham Power Company Limited was incorporated on 14th March, 2014. The name of the Company was subsequently changed from Himachal Karcham Power Company Limited to Bina Power Supply Limited w.e.f. 28th September, 2015.

The long stop date in respect of Securities Purchase Agreement (SPA) between the Company and JSW Energy Limited, for purchase of 100% shareholding of Bina Power Supply Limited, which was extended upto 31st December, 2017 had since expired and with the elapsing of the long stop date, the SPA entered between the Company and JSW Energy Limited stood terminated. With the termination of SPA, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL shall also not be implemented.

10. REPORT ON PERFORMANCE OF SUBSIDIARIES

The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2018 is attached in the prescribed format AOC-1 as set out in “Annexure-A” and forms part of this Report.

I n accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.

The Policy on Material Subsidiaries, as approved by the Board of Directors, may be accessed on the Company’s website at the link: http://jppowerventures.com/wp-content/ uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf

11. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

11.1 Changes in the Board

(a) Shri Atanu Sen, Independent Director, due to his preoccupation and other engagements has resigned from the Board of the Company, as such has ceased to be director of the Company w.e.f. 13th September, 2017. The Board records its deep appreciation for his valuable contribution during his association as Independent Director of the Company.

(b) Shri G. P Gaur, Non Executive Non Independent Director, due to his pre-occupation and other engagements has resigned from the Board of the Company, w.e.f. 11th December, 2017. The Board records its deep appreciation for his valuable contribution during his association as Director of the Company.

(c) In accordance with the provisions of the Companies Act, 2013, Shri Suren Jain - Managing Director and Chief Financial Officer and Shri Praveen Kumar Singh - Whole Time Director, shall retire by rotation and are eligible for re-appointment.

(d) The Securities and Exchange Board of India vide notification dated 9th May, 2018, amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, by inserting to the sub-regulation (1A) to the Regulation 17, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018, which inter-alia, provides that w.e.f. 1st April, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless approval of shareholders is obtained by way of a Special Resolution to that effect. Accordingly, it is proposed to pass a Special Resolution for each director in the ensuing Annual General meeting in respect of continuation of following Directors beyond the age of 75 years:-

(i) Shri B. B. Tandon as an Independent Director.

(ii) Shri A. K. Goswami as an Independent Director

(iii) Shri S. S. Gupta as an Independent Director

(iv) Dr. J. N. Gupta as an Independent Director

(v) Shri K. N. Bhandari as an Independent Director

(vi) Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha as a Non-Executive & Non-Independent Director

11.2 As already reported, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons have been designated as Key Managerial Personnel of the Company by the Board:-

(i) Shri Sunil Kumar Sharma, Vice-Chairman & CEO

(ii) Shri Suren Jain, Managing Director & CFO

(iii) Shri Praveen Kumar Singh, Whole-time Director

(iv) Shri M. K. V. Rama Rao, Whole time Director

(v) Shri A. K. Rastogi, Joint President and Company Secretary

11.3 Nomination & Remuneration Policy

The Board has, on the recommendations of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. During the year, there has been no change to the Policy. Hence, the same is not annexed to this Report, but is available on our website at www.jppowerventures.com.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2017-18, four meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board has carried out an annual performance evaluation of its performance, of the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were done on an arm’s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company’s website at the link: http://jppowerventures.com/wp-content/uploads/ 2015/05/Policy-on-Related-Party-Transactions.pdf.

The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-B” to this Report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Company’s operations in future have been passed by the Regulators or Courts or Tribunals.

17. AUDITORS

17.1 Statutory Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 subject to ratification of their appointment in the AGM every year pursuant to the provisions of Companies Act, 2013. However, requirement of ratification of appointment of Auditors at every Annual General Meeting has been done away vide Companies (Amendment) Act 2017, hence, resolution for ratification of appointment of Auditors is not included in the Notice calling Annual General Meeting for the F.Y 2017-18

17.2 Cost Auditors

For the Financial Year 2017-18, the Board of Directors of the Company had re-appointed, on the recommendations of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Records in respect of Power Generation and Cement Grinding Unit of the Company. The Cost Audit Report for the Financial Year ended 31st March, 2017 has been filed in Form CRA-4, with the Cost Audit Branch of the Ministry of Corporate Affairs. The Cost Audit Report for the Financial Year 2017-18 will be filed within the due date.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Kabra & Associates, Cost Accountants as Cost Auditors of the Company for auditing the Cost Records relating to “Power Generation” of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2018-19 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

17.3 Secretarial Audit

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, has re-appointed M/s. SGS Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2019.

Secretarial Audit Report for the Financial Year ended on 31st March, 2018, issued by M/s. SGS Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as “Annexure-C”.

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

18. auditors’ report

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2018. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-

The Auditors have stated that their opinion is not modified in respect of above stated matters.

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Consolidated Financial Statements of the Company for the year ended 31st March, 2018. The qualification in the Consolidated Financial Statement and management response to the aforesaid qualification is given as under:-

The Auditors in their Report have also made the following observations as per Annexure-A to Auditors’ Report on Standalone financial statements as on 31st March, 2018:-

“According to the records of the Company, undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, wherever applicable, have generally been deposited though with delays with the appropriate authorities during the year in some cases which have been paid with applicable interest amount and there are no such undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March, 2018, except interest on VAT and Electricity duty / cess of Rs. 264 lakhs and Rs. 4,157 lakhs respectively.”

In reply to the Observations of the Statutory Auditors in their Report on Standalone Annual Audited Financial Statements, the Company would like to say that the Observations of the Statutory Auditors referred to above pertains to outstanding dues for a period exceeding 6 (six) months as on the Balance Sheet date and pertains to non-deposit of Interest on VAT under M.P VAT Act 2002 and Interest on Electricity Duty / Cess in respect of Company’s Nigrie Cement Grinding Unit and 1320 MW Jaypee Nigrie Super Thermal Power Plant respectively.

The Company is generally depositing undisputed statutory dues applicable to it like PF, ESI, Income-tax, GST, VAT, Electricity Duty / Cess and Custom Duty, etc. The Statutory Liability as mentioned in Audit Report pertains to interest on VAT and interest on Electricity Duty/ Cess due to delay in payment. The liability on account of interest on VAT is being paid and for interest on Electricity Duty/ Cess, the company has requested the concerned Authority for its waiver and is hopeful of getting the waiver of the same.

The Auditors have mentioned in their Report that during the year the company has defaulted in repayment of Principal and interest to Banks and Financial Institutions, wherein the period of delay ranges from 1 day to 728 Days and reported as follows:

“In our opinion, on the basis of audit procedures and according to the information and explanations given to us, there are no dues to debenture holders; however, the company has defaulted in repayment of dues (including interest) to financial institution and banks wherein the delay ranges from 1 day to 728 day as per details given in report. The default pertains to overdue outstanding interest of Rs. 1270.93 crore, overdue principal outstanding of Rs. 1500.82 crore (refer note No. 24.9(1) and note No. 61 to standalone financial statements) and default in repayment of dues during the year Rs. 174.17 crore.”

The Directors wish to state that the delay in payment of outstanding dues of the appropriate authorities, banks and financial institutions was primarily because of the following reasons:-

i) In respect of 500 MW Jaypee Bina Thermal Power Plant (JBTPP), the Company has executed a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC guidelines and 5% of actual generation at variable cost. Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is to be sold as merchant power.

The MPPMCL has restricted offtake to 70%/60% of the contracted capacity from all the power producer(s) in Madhya Pradesh. However, MPPMCL is also not adhering to the above restriction of 70%/60% of the contracted capacity and is giving despatch schedules erratically, which is technically not feasible, requiring Company to sell balance power to power exchanges at the unremunerative market prices. During the year 2017-18, 1,126.38 MUs power were sold through exchange.

ii) The Company had acquired coal mine at Amelia (North) at a negative bid of Rs. 712 PMT through e-auction conducted by Government of India for meeting part of the coal requirement of 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) and the Coal mine allocation condition require that 85% of Amelia Coal shall be used for sales through long term PPA(s) to DISCOMS, the balance 15% can be used for sale on merchant basis.

The Company achieved a PLF of 66.49% as compared to 62.85% in the previous year. The Plant has long term PPAs only for 37.5% (Including 7.5% on variable cost) with MPPMCL. Energy was also sold on merchant power basis through bilateral arrangements and through Indian Energy Exchange & Power Exchange of India Limited. The merchant power rates are not very attractive and hardly cover variable cost. The operations have been adversely affected due to non-availability of long term PPA(s) and lower merchant power rates.

iii) The Company has a captive coal mine, Amelia (North), with an annual mining capacity of 2.8 MTPA as per the Coal Mine Development and Production Agreement (CMDPA). Allocation of Amelia (North), coal block, which was already in production & supplying coal to JNSTPP was cancelled by the Hon’ble Supreme Court in September 2014. In order to keep JNSTPP operational, the Company secured Amelia (N) coal block against stiff competition at a negative bid of INR 712 PMT, which is not passed through the tariff.

The financial performance and cash flows of the Company have been adversely impacted due to reasons explained above. In order to overcome the financial stress, the Company/ Lenders are in process of finalizing a revival plan. Accordingly, in the Joint Lender Forum (JLF) meeting dated 25 July 2016, the Lenders invoked Strategic Debt Restructuring (SDR). Consequent to that the Company has allotted 30,580 Lakhs equity shares valued Rs. 3,05,800 Lakhs on 18.02.2017 to Banks and Financial Institutions upon conversion of part of outstanding loans/ interest towards implementation of SDR Scheme as per RBI guidelines, after obtained requisite approval of Shareholders/ Board of Directors etc. Accordingly the equity share capital of the Company was increased to Rs. 5,99,600 Lakhs from Rs. 2,93,800 Lakhs and the lenders shareholding stood at 49.85% of paid up capital as on 30th June, 2018.

The lenders, who are holding equity share capital of the Company, have to offload the shareholding as per RBI guidelines. The lenders had invited bids for divestment of part of their equity in the Company. The bids received by Lenders and many condition precedent were not found favourable by the Lenders. Therefore lender(s) decided to close the process and intimate the bidders/ advisors suitably. Thereafter, resolution/ revival plan is under formulation as per revised RBI guidelines dated 12.02.2018.

Further the Auditors have given Qualified opinion in the Annexure-A to their report on Consolidated financial statements in respect of Internal Financial Controls as under:

“According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2018:-

(i) Evaluation and assessment of recoverability including provision to be made there against in respect of investments made in trust were not carried out which could potentially result, in the Holding Company not recognizing sufficient provision there against.[note no. 52(a) & (b)].

(ii) Fair valuation of corporate guarantees provided by the Holding Company for loans granted by the lenders to Jaiprakash Associates Limited (the party to whom the company is associate) and to PPGCL (erstwhile subsidiary of Company) as per applicable IND-AS as on 31 March 2018, has not been carried out which could potentially have material impact in the financial statements. [note no. 43(h)].”

The Directors wish to state in respect of above observations as under:-

(i) No provision for diminution in value of investment in Beneficiary Trust (JPVL Trust) amounting to Rs.1,98,594 Lakhs (which in turn holding investment in the Company) has been made by the management, as in the opinion of the management, such diminution is temporary in nature considering the intrinsic value of the assets, future prospects etc.

The Company has made investment of Rs. 2,89,038 Lakhs (Including Investment and loan component of compound financial instrument - Optionally Convertible Preference Shares) (26,192 Lakhs Equity Shares of Rs. 10/- each fully paid and 2,700 Lakhs Optionally Convertible Preference Shares of Rs.10/- each fully paid) in Prayagraj Power Generation Company Ltd. (PPGCL) (erstwhile Subsidiary Company). The entire shares were pledged with Security Trustees, SBICAP Trustee Company Ltd., as collateral security for the financial assistance granted by lenders to PPGCL. Security Trustee for lender(s) of PPGCL has invoked the entire pledge of Equity and Preference Shares of PPGCL on 18th December, 2017 held by the Company due to default in payment of interest to banks/ financial institutions because of unsatisfactory operations mainly due to paucity of working capital limits etc. Consequent upon invocation of entire pledged shares, PPGCL ceased to be subsidiary of the Company w.e.f 18th December, 2017. Pending disposal/ transfer of shares by the Lenders, no provision has been considered necessary in these financial statements by the management, as impact, if any is currently unascertainable.

(ii) The Company has given Corporate Guarantee of US$ 1,500 Lakhs (Previous year US$ 1,500 Lakhs) in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is associate).The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 84,557 Lakhs) has been converted to rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016.

The Company has also given Corporate Guarantees of Rs. 50,000 Lakhs and Rs. 60,000 Lakhs in favour of State Bank of India, for Optionally Convertible Sub Debt and Optionally Convertible Short Term Loan respectively granted by them to Prayagraj Power Generation Company Limited (PPGCL) (erstwhile subsidiary of the Company).

Fair valuation in respect of above guarantees as at 31st March, 2018, as per applicable Ind-AS 113 has not been done. However, in the opinion of the Management there will be no material impact on the fair valuation of the above mentioned guarantees on the financial statement.

19 EXTRACT oF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, read with notification dated 31st July, 2018, issued by Ministry of Corporate Affairs, Government of India, Form No-MGT-9, which is Extract of the Annual Return for the Financial Year ended 31st March, 2018 made under provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http:// jppowerventures.com/wp-content/uploads/2018/08/MGT-9_ Extract_of_Annual_Return_31.03.2018.pdf.

20. PARTICULARS oF LoANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities except for making investments. Particulars of investments are given in Note No. 7, 8 and14 to the Financial Statements. However, particulars of loans given, guarantees given and securities provided under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

21. RISK MANAGEMENT

Since the company does not fall within top 100 listed entities as per market capitalization, the provision of SEBI (LODR) Regulations, 2015, regarding constitution of Risk Management Committee are not applicable to the company. However, the Company has developed and implemented a Risk Management Policy which inter-alia:

a) Establishes a framework for identification, assessment, monitoring, mitigation and reporting of risks; and

b) ensures that all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized, managed and critical risks which impact the achievement of Company’s objective or threatens its existence are periodically reviewed.

c) ensures systematic and uniform assessment of risks related with construction and operations of power projects.

d) assures business growth with financial stability.

22. MATERIAL CHANGES AND CoMMITMENTS

I n terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business

23. corporate social responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Report on Corporate Governance.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as “Annexure-D”.

24. CoRPoRATE GoVERNANCE AND MANAGEMENT DISCUSSIoN AND ANALYSIS REPoRT

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

25. BUSINESS RESPoNSIBILITY REPoRT

I n terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2018, as such, a Business Responsibility Report (BRR), in the prescribed format, is annexed and forms part of this Annual Report describing the initiatives taken by the Company from an environmental, social and governance perspective, towards adoption of responsible business practices.

The BRR as well as the Company’s Policy on Sustainable Development are accessible on the Company’s website www.jppowerventures.com.

26. DIVIDEND DISTRIBUTioN PoLICY

In terms of Regulation 43A of SEBI (LODR) Regulations, 2015, since the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2018, the Company has formulated a dividend distribution policy containing the matters specified in the Regulation, which is annexed as ‘Annexure E’ and forms part of this Directors Report. The Dividend distribution policy is also available on the website of the Company.

27. directors’ responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2018 that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2018 and loss of the Company for that period;

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

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

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

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company’s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf

29. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.

30. DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-F(I) which forms part of this Report.

b) I nformation pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.

32. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as “Annexure-G”.

33. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Financial Institutions, Banks, Rating Agencies, for their continued cooperation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf of the Board

MANOJ GAUR

Chairman

[DIN: 00008480]

Place : New Delhi

Date : 4th August, 2018


Mar 31, 2017

To,

The Members

The Directors OF your Company are pleased to present the Twenty Second Annual Report on the business and operations OF the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2017.

1. FINANCIAL HIGHLIGHTS

The Financial Performance OF the Company (Standalone) for the year ended 31st March, 2017, is summarized below:-

(Rs, in Crore)

Particulars

Current Year ended 31.03.2017

Previous Year ended 31.03.2016

Net Revenue

2815.10

3916.79

Add: Other operating income

13.00

11.87

Add: Other Income

87.62

127.64

Total Income

2915.72

4056.30

Profit before Interest, Depreciation, Exceptional items & Taxation

1041.67

2481.53

Less : Finance Cost

1779.00

2341.61

Less : Depreciation

486.84

566.08

Less: Exceptional items (Net)

0.00

47.40

Profit before Tax/(Loss)

(1224.17)

(473.56)

Add: Deferred Tax reversal

463.56

241.76

Profit after Tax/(Loss)

(760.61)

(231.80)

Add : Other Comprehensive Income

0.43

(0.80)

Total Comprehensive Income

(760.18)

(231.00)

Ministry OF Corporate Affairs vide Notification dated 16th February, 2015, has issued Companies (Indian Accounting Standards) Rules, 2015, according to which, certain class OF companies which, inter-alia, include all listed companies, whose accounting period begins on or after 1st April, 2016, are required to comply with Indian Accounting Standards (Ind AS). Accordingly, Standalone and Consolidated Financial Statements OF the Company for the Financial Year 2016-17 have been prepared as per Ind AS.

2. company’s plants and operations

Your Company has power generation capacity OF 2,220 MW comprising OF one Hydro Power Plant and two Thermal Power Plants, namely:

i) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;

ii) 500 MW - Phase I (OF 1200 MW) Jaypee Bina Thermal Power Plant in Madhya Pradesh; and

iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant in Nigrie, Distt. Singrauli, Madhya Pradesh.

Further, your Company also has Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh which was allotted in e-auction. Entire coal produced by the said coal mine is being utilized for power generation at 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant.

Besides the above, your Company also has a cement grinding facility ‘Jaypee Nigrie Cement Grinding Unit'' at Nigrie (M.P) with a capacity OF 2 MTPA, which commenced its operations w.e.f. 3rd June, 2015.

The Plant availability, Plant load factor and net saleable energy generation OF Hydro Power Plant and Thermal Power Plants for the Financial Year 2016-17 were as under:

Plant

Plant

Availability

(%)

Plant Load Factor (%)

Net Saleable Energy Generation (M U)

Jaypee Vishnuprayag Hydro Power Plant (400 MW)

99.02

58.28

1770.20

Jaypee Bina Thermal Power Plant

[500 MW - Phase I (OF 1200 MW)]

87.75

18.56

741.31

Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)

88.11

62.85

6833.18

The saleable energy generation for the year has been 9,344.69 MUs as compared to 10,978.98 MUs during previous year i.e. lower by 1,634.29 MUs as the Company''s Baspa-II and Karcham Wangtoo HEP have been transferred to Himachal Baspa Power Corporation Limited (HBPCL) w.e.f 01.09.2015 as per Scheme OF Arrangement sanctioned by Honb''le High Court OF Himachal Pradesh and further JSW Energy Limited has acquired the holding OF JPVL in HBPCL. The saleable energy generation for the year when compared to previous year, if Baspa-II and Karcham Wangtoo HEP generation was not there in the previous year, could have been 7252.23 MUs. As such, on comparable basis, the generation this year was higher by 2092.46 MUs. The performance OF various projects/ plants in operation is given as under:-

2.1 400 MW Jaypee Vishnuprayag Hydro Power Plant

The performance OF Vishnuprayag Hydro Power Plant during the Financial Year 2016-17 has been very good. Actual energy generated during the year was more than the Design Energy. The total generation OF energy during the Financial Year 2016-17 was 2042.01 MUs and net saleable energy was 1770.20 MUs as against generation OF 1048.29 MUs, during the previous year. The generation last year was lower, as the plant was not in operations from 25th June, 2015 to 10th September, 2015 due to floods in river Alakhnanda and further shut down OF plant from 20th February, 2016 to 11th March, 2016 as per instructions OF UPPCL for maintenance OF transmission towers / lines. However, the sales had been billed for deemed generations (designed energy) OF 603 MUs as per terms OF PPA.

2.2 500 MW (Phase I OF 1200 MW) Jaypee Bina Thermal Power Plant

The energy generation OF Bina Thermal Power Plant (2X250 MW) was 741.31 MUs during the year 2016-17 as compared to 1,208.78 MUs during the previous year. Thus the generation was lower by 467.47 MUs due to shut down OF Unit 1 and Unit 2 as per the back down instructions from SLDC, from time to time because OF lower demand OF power in the State.

The Plant supplies 70% OF the installed capacity on long-term basis to Govt. OF Madhya Pradesh/Madhya Pradesh Power Management Company Ltd. (MPPMCL), in terms OF the Power Purchase Agreements executed with them and balance OF installed capacity is to be sold as merchant power.

MPPMCL had initially restricted Offtake to 70%/60% OF the contracted capacity from all the power producer(s) in Madhya Pradesh up to August, 2016. From September, 2016 onwards, MPPMCL is not adhering to the above restriction OF 70%/60% OF the contracted capacity and is giving dispatch schedule OF 4-5 hours only or a schedule OF very low Off take, which is technically not feasible, requiring Company to sell balance power to power exchanges at their prevailing prices.

Based on Tariff Petition filed by the Company, MPERC has approved Project Cost vide its order dated 26th November, 2014/ Revised Order dated 8th May, 2015 at '' 3471.73 crore. This Project Cost was marginally revised to '' 3484.12 crore in True Up order dated June 03, 2016 for the Fin. Year 2014-15. Multi Year Tariff Order (MYT) for Financial Year 2016-19 was issued on August 08, 2016 (based on Revised Project Cost OF '' 3,484.12 crore).

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP)

Both units OF 660 MW each OF JNSTPP are under Commercial Operations. The energy generation OF the Plant was 6,833.18 MUs during the year 2016-17 as compared to 4,995.16 MUs in the previous year, which was higher by 1,838.02 MUs due to increase in merchant power sales.

Since company has acquired coal mine at Amelia (North) through e-auction conducted by Government OF India for meeting part OF the coal requirement OF JNSTPP and the Coal mine allocation condition requires that 85% OF Amelia Coal shall be used for sales by PPA(s) to DISCOMS, company targeted to achieve a PLF OF about 75% during the Financial Year. However, the company could achieve a PLF OF 62.85% only. The Plant has long term PPAs for 37.5% (Including 7.5% on variable cost) with MPPMCL. Energy was also sold on merchant power basis through bilateral arrangements and through Indian Energy Exchange & Power Exchange OF India Limited. The Company had participated in a Bid OF UPPCL for supply OF 450 MW and emerged L1. However, UPPCL has since decided to annul the aforesaid bid process.

Company has filed final tariff petition based on audited accounts for the F.Y 2014-15 and computation OF final cost estimated at Rs, 12,400 crore [inclusive OF investment for Amelia (North) Coal Mine]. The Cost OF the project has gone up mainly on account OF increased Interest during Construction period due to delay in commissioning OF Transmission Lines and Railway Sidings, increased fuel cost for testing and investment for acquisition OF Amelia (North) Coal Mine in the auctions by Ministry OF Coal, Govt. OF India. Motion hearing was held on 19th January, 2016 and related replies have been submitted before MPERC. Public hearing as required under MPERC Guidelines was held on 26.04.2016. The final Tariff Order for the period up to 31/03/2015 has been passed by MPERC on 24.05.2017. The Tariff for 2015-16 has also been allowed on provisional basis on the Capex as on 31.03.2015. In the said Order, capex on account OF delay in COD has been reduced by Rs, 400 Cr, apprx. and grossing up OF RoE by MAT has also not been allowed. The Company is in the process OF filing review petition with MPERC/APTEL for the same.

2.4 Amelia (North) Coal Mine Block

The Coal production from the mine started on 26th May 2015. Peak rated capacity OF the plant is 2.8 MTPA. The coal production during the financial year 2016-17 was 27,99,887 Tonne as against the capacity OF 28,00,000 TPA.

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. An expenditure OF Rs, 300 crore (approx.) had been incurred till 31st March, 2017. The plant recorded cement production OF 2,422 MT with a total revenue OF Rs, 13.48 crore. The sales during 2016-17 were lower due to nonavailability OF clinker. The company has signed an agreement with Orient Cement Limited (OCL) for sale OF this Grinding Unit as a going concern on 31st May, 2017.

3. OPERATIONS

The total income from operations for the year ended 31st March, 2017 has declined to Rs, 2828.10 crore from Rs, 3928.66 crore last year, as there have been no revenue in respect OF Baspa-II and Karcham Wangtoo HEPs, during the year 201617 as these Plants have been transferred to HBPCL w.e.f 01.09.2015 as per Scheme OF Arrangement sanctioned by HonbRs,le High Court OF Himachal Pradesh at Shimla, vide order dated 25.06.2015, becoming effective w.e.f. 1st September, 2015. Thereafter, the entire securities (Equity Shares and Nonconvertible Debentures) issued by HBPCL to the Company in terms OF Scheme OF Arrangement were transferred and sold to JSW Energy Limited at an enterprise value OF Rs, 9,700 crore subject to mutually agreed adjustments, which resulted in reduction OF debt and interest outgo for the Company.

Further, other income OF Rs, 87.62 crore was lower as compared to Rs, 127.64 crore during the previous year, mainly on account OF receipt OF insurance claim OF Rs, 53.02 crore in respect OF Vishnuprayag HEP during the previous year.

The operation resulted in Loss OF Rs, 760.18 crore for the year 2016-17 as compared to Rs, 231.00 crore in the previous year. The increase in losses was mainly on account OF following:-

i) Financial Operations for the year ended 31.03.2016 included profit OF Baspa-II HEP (Rs, 123.14 crore) & Karcham Wangtoo HEP (Rs, 475.99 crore) up to

31.08.2015, which were not available in the current year due to transfer OF Plants to HBPCL/ JSW.

ii) Lower profit in Bina TPP in the current year as compared to previous year, due to lower energy generation because OF frequent back down instructions and despatch schedule for lesser hours by SLDC, leading to operations becoming un-economical.

iii) Loss suffered by Nigrie STPP mainly due to restricted generation on account OF non availability OF long Term PPAs, non availability OF corridor for tied up power and also lower merchant power rates.

iv) As per revised tariff norms adopted by MPERC for the FY 2016-17 to FY 2018-19, Annual Fixed Charges (AFC) have been capped at Normative Availability (85%) and the incentive earlier payable on availability beyond Normative Availability have been done away with. This has adversely affected both Bina TPP and Nigrie STPP.

Though income from operations on consolidated basis for the year ended 31st March, 2017 had increased to Rs, 4,693.93 crore as compared to Rs, 4,158.25 crore in the previous year ended 31st March, 2016, however, total Loss on the consolidated basis for the year ended 31st March, 2017 was at Rs, 1293.88 crore as compared to total Loss on the consolidated basis OF Rs, 242.54 crore for the year ended 31st March, 2016. The main reason for higher loss was due to loss OF Rs, 546.06 crore (Previous year Rs, 45.63 crore), in respect OF a subsidiary company viz. Prayagraj Power Generation Company Limited.

4. DIVIDEND

Due to losses suffered by the Company in the current year, no dividend was recommended by the Board.

5. TRANSFER To RESERVES

No amount is proposed to be transferred to reserves.

6. SHIFTING OF REGISTERED OFFICE OF THE CoMPANY

The Registered Office OF the Company was shifted from the State OF Himachal Pradesh to State OF Madhya Pradesh and after approval dated 2nd December, 2015 OF Regional Director (Northern Region Bench) Ministry OF Corporate Affairs (MCA), necessary form was filed with MCA. The Registrar OF Companies, M.P, after registering the documents vide letter dated 21.03.2017 has since allotted new Corporate Identification Number (CIN) to the Company.

7. SHARE CAPITAL

The paid up Equity Share Capital OF the Company as on 31st March, 2016, was Rs, 2,938 crore. During the year 2016-17, upon implementation OF Strategic Debt Restructuring Scheme (SDR), 23 Lenders have converted part OF their outstanding debt aggregating to Rs, 3,058 crore into Equity Shares OF Rs, 10 each at a price OF Rs, 10 per shares. After obtaining approval OF Stock exchanges, the Stake holders, Committee at its meeting held on 18th February 2017 had allotted 305.80 crore Equity Shares OF Rs, 10/- each to the lenders . Thus, out OF total paid-up Equity Share Capital OF Rs, 5,996 crore divided into 599.60 crore Equity Shares OF Rs, 10/- each, 51% OF the post-issue expanded paid-up Equity Share Capital OF the Company, is held by Banks and Financial Institutions.

Your Company has not issued any :

- shares with differential rights

- sweat equity shares

- equity shares under Employees Stock Option Scheme

8. US$ 200 MILLION FCCBs

The Company issued Foreign Currency Convertible Bonds during the Financial Year 2009-10 for US $ 200 Million. The Company has partially redeemed FCCBs along with premium due thereon up to 13th February, 2015 and also paid interest up to 13th February, 2016. As on date, the principal amount OF outstanding FCCBs is US$ 101.42 million. The Company entered into a Standstill Agreement on 11th February, 2016, wherein the standstill period was extended until 31st March,

2016. Pursuant to discussions with the Bondholders, the Company and certain Bondholders holding 75.76% OF the principal amount OF the FCCBs, had further entered into a Standstill Agreement pursuant to which, participating Bondholders had agreed to ‘standstill'' up to 15th May, 2017, subject to certain conditions, which also included remittance to them an amount equivalent to ''150 crores from the part proceeds OF liquidity events OF Sale OF 2 MTPA Nigrie Cement Grinding Unit and/or sale OF entire shareholding OF Sangam Power Generation Company Limited (SPGCL) to UPPCL/ UPRVUNL.

The Reserve Bank OF India vide its letter dated 26th April, 2017 approved the proposal subject to the consent OF the Bondholders and Joint Lenders'' Forum (JLF). The Company has approached JLF for its approval, which is under process and the Company is in further discussions with the bondholder(s) for restructuring OF outstanding amount OF FCCBs.

9. HOLDING & SUBSIDIARY COMPANIES

Consequent upon holding OF 51% shares by Banks and Financial Institutions on conversion OF loan into equity under SDR, Jaiprakash Associates Limited, the Promoter, has ceased to be holding Company OF your Company w.e.f. 18th February, 2017

As on 31st March, 2017, the Company has following six subsidiaries:

i) Jaypee Powergrid Limited;

ii) Prayagraj Power Generation Company Limited;

iii) Jaypee Arunachal Power Limited;

iv) Sangam Power Generation Company Limited;

v) Jaypee Meghalaya Power Limited;

vi) Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited).

The status OF the projects implemented/being implemented through aforesaid subsidiaries is as under:-

9.1 Jaypee Powergrid Limited (JPL)

The Company is a Joint Venture Company with Power Grid Corporation OF India Limited and has set up Transmission System comprising OF 400 kV Quad Bundle Conductor Double Circuit Line from Karcham Wangtoo HEP Pothead yard at Wang too to Abdullapur (223.80 KM), which has been in commercial operation w.e.f. 1st April, 2012 and LILO OF Baspa-Nathpa-Jhakri Transmission Line (4 KM) that has been in commercial operation w.e.f. 1st June, 2011. The total capital expenditure on the project has been '' 1,006.92 crore as on 31.03.2017. The System is operating satisfactorily with cumulative availability OF transmission system for F.Y 2016-17 at 99.96%. Revenue OF ''175.02 crore was earned from the system during F.Y 2016-17. Two interim dividends @ 6.5% and 4% were declared & paid during F.Y 2016-17 and final dividend @ 2.5% has been paid.

9.2 Prayagraj Power Generation Company Limited (PPGCL)

Prayagraj Power Generation Company Limited, acquired by the Company from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units OF 660MW each) in Tehsil Bara OF district Allahabad, Uttar Pradesh.

Unit-I, Unit-II and Unit III OF the project were commissioned on 29th February, 2016, 10th September, 2016 and 26th May, 2017, respectively and the Project is now fully commissioned on 26th May, 2017.

Power Purchase Agreement has been executed with U.P Power Corporation Limited (UPPCL) for 25 years for sale OF Power to the extent OF 90%, balance 10% to be sold on merchant basis and Fuel Supply Agreement has been entered into between PPGCL & Northern Coalfields Limited, for Coal linkages for Phase-I OF 1980 MW.

The Project Cost was further revised from Rs, 14,596 crore to Rs, 15,537 crore due to reasons beyond CompanyRs,s control. Thus, the Project Cost OF Rs, 15,537 crore is being met through Equity OF Rs, 4,543.50 crore and the balance OF Rs, 10,993.50 crore through debt.

For the two Units commissioned during the year under review, the Plant Availability Factor (PAF) and Plant Load Factor (PLF) was 60.74% and 53.58% respectively. The gross generation and net saleable energy during the financial year 2016-17 was 4410.48 MUs and 4064.23 MUs respectively.

An expenditure OF approx. Rs, 14,650 crore had been incurred on the implementation OF the project up to March, 2017.

The operations OF PPGCL had been unsatisfactory due to unavailability OF coal, paucity OF working capital funds / limited resource OF the Company. As such the Company has not been able to operate all the three Units; thus resulting in losses. Therefore, the Company has not been able to pay interest regularly from February, 2017 onwards to lenders. Lenders evaluated the option for restructuring OF debt (flexible structuring / SDR / S4A in JLF meeting held on 26th May, 2017) and agreed to invoke RBI''s “Scheme for Sustainable Structuring OF Stressed Assets (S4A)” dated 13th June, 2016 as amended from time to time.

9.3 Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL) was incorporated by your Company as a wholly owned subsidiary OF the Company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State OF Arunachal Pradesh. Your Company along with its Associates will ultimately hold 89% OF the Equity OF JAPL and the balance 11% will be held by the Government OF Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro Electric Project, CEA approval was obtained in February, 2010 and the concurrence has been extended by CEA up to February 2019. The process OF land acquisition, extension OF validity OF Terms OF Reference for EIA/ EMP reports are being pursued with State Government. Based on the recommendations OF State Government, Regional unit OF MOEF, GOI is processing the forest clearance. More field surveys have been carried out.

For 500 MW Hirong Hydro Electric Project, CEA has issued concurrence for the DPR. The Company has requested CEA for extension OF Validity OF TEC. In view OF the Cumulative Impact studies OF Siang Basin, the same is under consideration. Public hearing had been conducted and the final EIA & EMP report has been submitted. MoEF has asked for additional studies. The impact OF Cumulative Impact studies OF Siang Basin has been studied and submitted. Based on the recommendations OF State Government, Regional unit OF MoEF, GOI is processing the forest clearance.

An amount OF Rs, 228.29 crore has been incurred in respect OF the aforesaid projects up to 31st March, 2017.

9.4 Sangam Power Generation Company Limited (SPGCL)

Sangam Power Generation Company Limited was acquired by JPVL from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation OF 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana OF District Allahabad, Uttar Pradesh.

All major statutory approvals for Phase-1, are in place and Coal linkage for 4.68 MTPA by Northern Coalfield Limited has been issued for Phase-1 OF the Project.

SPGCL executed Deed OF Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession OF land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that SPGCL''s claims be settled amicably for closing the agreement(s). UPPCL had requested SPGCL to submit supporting documents regarding claim, which have been furnished to UPPCL and are under their review.

A Committee has been constituted under the Chairmanship OF Managing Director, Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited for amicably closing the PPA. Draft OF Share Purchase Agreement, as prepared by Company''s Legal Counsel, has been sent to U.P Power Corporation Limited (UPPCL)/Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited (UPRVUNL) for approval. The response from U.P Government is awaited. An amount OF '' 546.58 crore has been spent on the Project up to 31st March, 2017.

9.5 Jaypee Meghalaya Power Limited (JMPL)

Jaypee Meghalaya Power Limited was incorporated by your company as its wholly owned subsidiary to implement 270 MW Umngot H.E.P in the Umngot River Basin OF Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your company along with its associates will ultimately hold 74% OF the equity OF JMPL and the balance 26% will be held by the Government OF Meghalaya.

The field work OF Survey & Investigation and EIA studies have already been completed. The revised proposal for Kynshi-II HEP with involvement OF lesser forest area has been submitted to State Government and Ministry OF Environment and Forest (MOEF). Based on the observation OF the MOEF, Uranium Corporation OF India has issued ‘No Objection Certificate'' with respect to uranium deposit in the vicinity OF the Project. Accordingly revised proposal for issuance OF Term OF Reference for EIA studies was submitted. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. Approval OF Central Electricity Authority has been accorded in respect OF water availability potential OF Power Generation.

With respect to the 270 MW Umngot H.E.P the State Government has advised that the project will not be operational zed as per MoA till further orders. The matter is being examined by the State Government.

An aggregate amount OF approx. Rs, 8.50 crore has been spent on the above said two projects up to March, 2017.

9.6 Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited)

A subsidiary company as Himachal Karcham Power Company Limited was incorporated on 14th March, 2014. The name OF the Company was subsequently changed from Himachal Karcham Power Company Limited to Bina Power Supply Limited w.e.f. 28th September, 2015.

This Company is under discussions/exploring various options for going ahead with the Scheme OF Arrangement between the Company, Bina Power Supply Limited, their Shareholders and Creditors in respect OF Bina Power Project. Meanwhile, the long stop date in respect OF Securities Purchase Agreement between the Company and JSW Energy Limited has been extended up to 31st December, 2017.

10. report on performance OF subsidiaries

The performance and financial position OF each OF the subsidiaries OF the Company for the year ended 31st March,

2017 is attached in the prescribed format AOC-1 as set out in “Annexure-A” and forms part OF this Report.

I n accordance with Section 136 OF the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information OF the Company and Audited Accounts OF each OF its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office OF your Company.

The Policy on material subsidiaries, as approved by the Board OF Directors, may be accessed on the Company''s website at the link: http://jppowerventures.com/wp-content/ uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf

11. directorate and key managerial personnel

11.1 Changes in the Board

(a) Shri S. D. Nailwal, Non Executive Non-Independent Director, stepped down from the Board with effect from 18th November, 2016. The Board records its deep appreciation for his valuable contribution during his long association as Director OF the Company.

(b) Shri Arun Balakrishnan, Independent Director, due to personal reasons resigned from the Board OF the Company, as such has ceased to be director OF the Company w.e.f. 9th July, 2017. The Board records its deep appreciation for his valuable contribution during his association as Independent Director OF the Company.

(c) Shri Dharam Paul Goyal, Non-Executive Non Independent Director, resigned from the Board OF the Company, as such has ceased to be director OF the Company w.e.f. 24th July, 2017. The Board records its deep appreciation for his valuable contribution during his association as Director OF the Company.

(d) Shri M. K. V. Rama Rao was co-opted on the Board as Additional Director OF the Company with effect from 9th December, 2016. He was also designated as Whole-time Director OF the Company w.e.f. 9th December, 2016. His APPOINTMENT /confirmation as Director has been included in the Notice convincing the ensuing Annual General Meeting.

(e) In accordance with the provisions OF the Companies Act, 2013, Shri Manoj Gaur, Shri G. P. Gaur and Ms. Sunita Joshi, shall retire by rotation and are eligible for reappointment.

(f) In accordance with the provisions OF Section 149 OF the Companies Act, 2013 and Securities and Exchange Board OF India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri R.N. Bhardwaj, Shri B.B. Tandon, Dr J.N. Gupta, Shri A.K. Goswami, Shri S.S. Gupta, were appointed as Independent Directors, for a term OF three successive years from 20th

September, 2014 to 19th September, 2017 and Shri K.N. Bhandari, Shri S.L. Mohan and Shri Atanu Sen, were appointed as Independent Directors, for a term OF three successive years from 30th September, 2014 to 29th September, 2017. Further Shri K.P Rao was appointed as Independent Director for a term OF three years from 30th May, 2015 to 29th May, 2018. As such, their tenure as Independent Directors shall expire on 19th September, 2017, 29th September, 2017 and 29th May,

2018 respectively.

(g) In terms OF Section 149 OF the Companies Act, 2013, such Directors are eligible for re-APPOINTMENT as Independent Directors in the ensuing Annual General Meeting OF the Company.

(h) The Nomination & Remuneration Committee and Board in their meeting held on 31st July, 2017 has recommended their re-APPOINTMENT for a period OF three years. The Special Resolutions for their re-APPOINTMENT as Independent Directors have been included in the Notice OF the Annual General Meeting scheduled to be held on 15th September, 2017.

11.2 Pursuant to the provisions OF Section 203 OF the Companies Act, 2013 read with Rule 8 and 8A OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014, the following persons were designated as Key Managerial Personnel OF the Company by the Board:-

(i) Shri Sunil Kumar Sharma, Vice-Chairman & CEO

(ii) Shri Suren Jain, Managing Director & CFO

(iii) Shri Praveen Kumar Singh, Whole-time Director

(iv) Shri M.K.V. Rama Rao, Whole time Director

(v) Shri M.M. Sibbal, Vice President and Company Secretary*

*Consequent upon acceptance OF resignation OF Shri M.M. Sibbal w.e.f. 31st May, 2017, Shri A.K. Rastogi has been appointed as Joint President and Company Secretary w.e.f. 1st June, 2017

11.3 Nomination & Remuneration Policy

The Board has, on the recommendations OF the Nomination & Remuneration Committee adopted a policy for selection and APPOINTMENT OF Directors, Senior Management Personnel and their remuneration. During the year, there has been no change to the Policy. Hence, the same is not annexed to this Report, but is available on the Company''s website at www.jppowerventures.com.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2016-17, six meetings OF the Board OF Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details OF date and attendance OF the Directors at the Board Meeting are given in Report on Corporate Governance which forms part OF this Annual Report.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria OF independence as stipulated under Section 149(6) OF the Companies Act, 2013 and Regulation 16(1)(b) and 25(1) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions OF Section 134(3)(p) OF the Companies Act, 2013 read with Rule 8(4) OF the Companies (Account) Rules, 2014 and Regulation 17(10) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation OF its own performance, the Directors individually as well as the evaluation OF the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance, which form part OF this Annual Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were done on an arm''s length basis and in the ordinary course OF business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy OF the Company on materiality OF related party transaction.

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: http://jppowerventures.com/wp-content/uploads/ 2015/05/Policy-on-Related-Party-Transactions.pdf.

The details OF Related Party Transactions, as required under Ind AS-24, are provided in the accompanying Financial Statements forming part OF this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) OF the Companies Act, 2013 read with Rule 8(2) OF the Companies (Accounts) Rules, 2014 is set out as “Annexure-B” to this Report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.

17. AUDITORS

17.1 Statutory Auditors

As per the provisions OF the Companies Act, 2013, the period OF Office OF M/s. R. Nagpal Associates, Chartered Accountants OF the Company expires at the conclusion OF the ensuing Annual General Meeting.

It is proposed to appoint M/s. Lodha & Co., Chartered Accountants, for terms OF 5 (five) consecutive years M/s. Lodha & Co., Chartered Accountants have confirmed their eligibility and qualification required under the Companies Act, 2013 for holding the Office as Statutory Auditors OF the Company.

17.2 Cost Auditors

For the Financial Year 2016-17, the Board OF Directors OF the Company had re-appointed, on the recommendations OF the Audit Committee, M/s.Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Accounts in respect OF Power Plants and Cement Grinding Unit OF the Company. The Cost Audit Report for the Financial Year ended 31st March, 2016 has been filed in Form CRA-4, with the Cost Audit Branch OF the Ministry OF Corporate Affairs. The Cost Audit Report for the Financial Year 2016-17 will be filed within the due date.

Pursuant to the provisions OF Section 148 OF the Companies

Act, 2013 read with Notifications/Circulars issued by the Ministry OF Corporate Affairs from time to time, the Board OF Directors OF the Company have, on the recommendation OF Audit Committee, appointed M/s. Kabra & Associates, Cost Accountants as Cost Auditors OF the Company for auditing the Cost Records relating to “Power Generation” OF various plants and also for Cement Grinding Unit OF the Company for the Financial Year 2017-18 and a Resolution for ratification OF their remuneration has been included in the Notice for ensuing Annual General Meeting.

17.3 Secretarial Audit

In pursuance OF Section 204 OF the Companies Act, 2013 read with Rule 9 OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014, the Board, on the recommendations OF the Audit Committee, has re-appointed M/s. SGS Associates, a firm OF Company Secretaries in Practice, to undertake the Secretarial Audit OF the Company for the Financial Year ended 31st March, 2018.

Secretarial Audit Report for the Financial Year ended on 31st March, 2017, issued by M/s. SGS Associates, Company Secretaries, in Form MR-3 forms part OF this report is attached as “Annexure-C”.

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) OF the Companies Act, 2013.

18. auditors’ report

The Directors wish to state that the Statutory Auditors OF the Company have given unmodified opinion on the Standalone Financial Statements OF the Company for the year ended 31st March, 2017. However, the Auditors in their Report have made the following observations:-

“As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Provident Fund, Employees'' State Insurance, Income-tax, Service Tax, Sales Tax/ Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, except the following dues which are outstanding for a period exceeding six months as on the Balance Sheet date:

Name OF Statute (Nature OF dues)

Department

Amount in Rs, Lacs (Including Interest)

VAT

MPVAT

602.59

Interest on Excise Duty

Excise Department

31.96

Development Cess/

Chief Electrical

9,266.60

Electricity Duty

Inspector, Govt OF MP

I n reply to the Observations OF the Statutory Auditors in their Report on Standalone Annual Audited Financial Statements, the Company would like to say that the Observations OF the Statutory Auditors referred to above pertains to outstanding dues for a period exceeding 6 (six) months as on the Balance Sheet date and pertains to non-deposit OF Statutory Dues i.e. VAT, Interest on Excise Duty and Development Cess/ Electricity Duty in respect OF Company''s 1320 MW Jaypee Nigrie Super Thermal Power Plant as per the details given in the report.

The Company is generally depositing undisputed statutory dues applicable to it like PF, ESI, Income-tax, Service Tax, Sales-tax, VAT, Wealth tax, Custom Duty, etc. The existing outstanding as on 29th May, 2017, as against mentioned in Auditors Report, is as under:-

Name OF Statute (Nature OF dues)

Department

Amount in Rs, Lacs (Including Interest)

VAT

MPVAT

599

Interest on Excise Duty

Excise Department

-

Development Cess/

Chief Electrical

6,767

Electricity Duty

Inspector, Govt OF MP

The above outstanding dues would also be cleared shortly.

The Auditors have in their Report mentioned that During the year the company has defaulted in repayment OF Principal and interest to Banks and Financial institution/debenture holders, wherein the period OF delay ranges from 1day to 364 Days, which have, however been subsequently made good during the year.”

“As per Information and records produced before us details OF Overdue Interest on borrowings amounting to Rs, 42,432.18 lacs was reflected in Note No.32 to the financial statements “Other Financial liabilities” which was outstanding as at 31st March, 2017 as per the details given in the report.”

“As per Information and records produced before us details OF Overdue Principal Repayment OF borrowings amounting to Rs, 3,743.08 lacs reflected in Note No 32 which was outstanding as at 31st March 2017.”

The Directors wish to state that the delay in payment OF outstanding dues OF the appropriate authorities, banks and financial institutions was primarily because OF following reasons:

- Current Revenue OF 1320 MW Jaypee Nigrie Super Thermal Power Plant was mainly due to restricted generation on account OF non availability OF long Term PPAs, non availability OF corridor for tied up capacity and also lower merchant power rates.

- Generation OF 500 MW Jaypee Bina Thermal Power Plant was adversely affected due to frequent back down instructions/despatch schedule for lesser hours by SLDC, leading to un-economical operations.

- I n respect OF Nigrie STPP and Bina TPP as per revised tariff norms adopted by MPERC for the FY 2016-17 to FY 2018-19, Annual Fixed Charges (AFC) have been capped at Normative Availability (85%) and the incentive earlier available on availability beyond Normative Availability have been done away.

- This is apart from the general depressed economic conditions affecting the power plants in the country.

As regards outstanding overdues interest and overdue principal repayment OF borrowings OF banks and financial institutions. Your Company would like to say that overdues interest and overdue principal repayment OF borrowings has since been reduced to '' 36,572 Lakhs and '' 3,163 Lakhs respectively as on 29th May, 2017. The Company was in process/ discussions with lender(s) for implementation OF full resolution plan, which inter-alia includes implementation OF flexible restructuring OF project loans OF Bina Thermal Power Plant under 5/25 Scheme and restructuring OF balance loans OF Company under S4A Scheme OF Reserve Bank OF India.

The Director further with to state that the "opinion" OF Independent Auditors in their report on the consolidated financial statements pertains to wholly owned subsidiary OF the Company i.e. Sangam Power Generation Co. Ltd. (SPGCL) incorporated for development OF 1320 MW Power Project at Tehsil Karchna, Dist. Allahabad, Uttarpradesh., SPGCL incurred expenditure during the construction and incidental expenditure to selling up OF project which has been carried forward as ‘Capital Work in Progress'' and Capital Advances. In view OF abnormal delay in handling over the possession OF land, the company has requested Uttar Pradesh Power Corporation Ltd. (UPPCL) to take over the project and refund OF investment made by it. Uttar Pradesh Power Corporation Limited has in principle agreed to take over the project. Hence the management does not expect any material adjustment in the carrying value OF assets including Capital Work in Progress and capital advances. However, the management expects that the claims filed by SPGCL would be amicably settled soon.

Further, the Auditors OF the Company have given emphasis on the following matter in their report on Consolidated Financial Statement OF the Company, as under:

“Sangam Power Generation Company Limited (SPGCL), a subsidiary OF the Company, is yet to appoint management person as per the requirement OF the Act. Our Opinion is not qualified in respect OF this matter.”

‘Jaypee Meghalaya Power Limited (JMPL) a subsidiary OF the Company is yet to appoint Company Secretary as per the requirement OF Section 203 OF the Companies Act, 2013. Our Opinion is not qualified in respect OF this matter.”

In reply to para relating to Emphasis OF matter OF their Report, the Company would like to say that since SPGCL and JMPL were lying dormant without any operation and source OF income, they could not appoint necessary Key Managerial Personnel to meet the requirements OF Companies Act, 2013.

19. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) OF the Companies Act, 2013, Form No-MGT-9, Extract OF the Annual Return for the Financial Year ended 31st March, 2017 made under provisions OF Section 92(3) OF the Companies Act, 2013 read with Rule 12(1) OF the Companies (Management and Administration) Rules, 2014 is attached as “Annexure-D” which forms part OF this Report.

20. PARTICULARS OF LoANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions OF Section 186 OF the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities except for making investments. Particulars OF investments are given in Note No. 7 & 8 to the Financial Statements. However, particulars OF loans given, guarantees given and securities provided under the provisions OF Section 186 OF the Companies Act, 2013 are given in the Notes to the Financial Statements.

21. RISK MANAGEMENT

Since the company does not fall within top 100 listed entities as per market capitalization, the provision OF SEBI (LODR) Regulations 2015, regarding constitution OF Risk Management Committee are not applicable to the company. However, the Company has developed and implemented a Risk Management Policy which inter-alia:

a) Establishes a framework for identification, assessment, monitoring, mitigation and reporting OF risks; and

b) ensures that all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized, managed and critical risks which impact the achievement OF Company''s objective or threatens its existence are periodically reviewed.

c) ensures systematic and uniform assessment OF risks related with construction and operations OF power projects.

d) assures business growth with financial stability.

22. MATERIAL CHANGES AND COMMITMENTS

I n terms OF Section 134(3)(l) OF the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end OF the financial year OF the Company to which the financial statements relate and date OF the report and there has been no change in the nature OF business.

23. corporate social responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details OF CSR Committee are provided in the Report on Corporate Governance.

The Annual Report on CSR activities as required to be given under Section 135 OF the Companies Act, 2013 and Rule 8 OF the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as “Annexure-E”.

24. CORPORATE GOVERNANCE AND MANAGEMENT discussion and analysis report

A report on Corporate Governance as stipulated by Regulation 34(3) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part OF this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions OF Corporate Governance.

As required under Regulation 34(2)(e) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position OF the Company has been provided in a separate section which forms part OF this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

I n terms OF Regulation 34 OF SEBI (LODR) regulations 2015, the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2017, as such , a Business Responsibility Report (BRR), in the prescribed format, is annexed and forms part OF this Annual Report describing the initiatives taken by the Company from an environmental, social and governance perspective, towards adoption OF responsible business practices.

The BRR as well as the Company''s Policy on Sustainable Development are accessible on the Company''s website www. jppowerventures.com.

26. DIVIDEND DISTRIBUTION POLICY

I n terms OF Regulation 43A OF SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, since the

Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2017, the Company has formulated a dividend distribution policy containing the matters specified in the Regulation, which is annexed as ‘Annexure F'' and forms part OF this Annual Report. The Dividend distribution policy is also available on the website OF the Company.

27. directors’ responsibility statement

Pursuant to Section 134(5) OF the Companies Act, 2013, the Directors to the best OF their knowledge and ability, confirm for the year ended 31st March, 2017 that:

a) in the preparation OF the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view OF the state OF affairs OF the Company for the year ended 31st March, 2017 and loss OF the Company for that period;

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

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

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

f) the Directors had devised proper systems to ensure compliance with the provisions OF all applicable laws and that such systems were adequate and operating effectively.

28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions OF Section 177(9) & (10) OF the Companies Act, 2013 read with Rule 7 OF the Companies (Meetings OF Board and its Powers) Rules, 2014 and Regulation 22 OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization OF Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct OF the affairs OF its constituents in a fair and transparent manner by adopting highest standards OF professionalism, integrity and ethical behavior.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf

29. INTERNAL FINANCIAL Controls

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors OF the Company for insufficiency or inadequacy OF such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part OF this Report.

30. Deposits

During the year under review, the Company has not accepted any fixed deposits within the meaning OF Section 73 OF the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance OF Deposit) Rules, 2014.

31. PARTICULARS OF Employees AND RELATED disclosures

a) Statement showing details OF employees as required under Section 197(12) OF the Companies Act, 2013 read with Rule 5(2) and 5(3) OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014 has been provided in Annexure-G(I) which forms part OF this Report.

b) I information pertaining to remuneration to be disclosed by listed companies in terms OF Section 197(12) OF the Companies Act, 2013 read with Rule 5(1) OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014 have been provided in Annexure-G(II) which forms part OF this Report.

32. PARTICULARS OF ENERGY CONSERVATION,

technology absorption and foreign exchange

EARNINGS AND outgo

The information on conservation OF energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) OF the Companies Act, 2013 read with Rule 8 OF The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as “Annexure-H”.

33. Acknowledgements

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings OF the Central Government, various State Governments, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Financial Institutions, Banks, Rating Agencies, for their continued cooperation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment OF the employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf OF the Board

MANoJ GAUR

Chairman

[DIN: 00008480]

Place : New Delhi

Date : 31st July, 2017


Mar 31, 2015

Dear Members

The Directors of your Company are pleased to present the Twentieth Annual Report together with the Audited Financial Statements of the Company for the Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The Financial Performance of the Company for the year under report are as under :

(Rs. in Crores)

Particulars Current Year Previous Year 31.03.2015 31.03.2014

Net Revenue 3935.53 2689.78

Add: Other operating income 8.60 3.45

Add: Other Income 117.79 47.27

Total Income 4061.92 2740.50

Profit before Interest, Depreciation & Taxation 2708.42 1907.79

Less : Finance Cost 2117.55 1447.68

Less : Depreciation 465.28 446.59

Less: Extra-Ordinary items (Net) (4.46) (0.08)

Profit before Tax 130.05 13.44

Less: Deferred Tax Charge/(reversal) (7.16) (6.29)

Profit after Tax 137.21 19.73

1. COMPANY'S PLANTS AND OPERATIONS

At present, your Company has three operative Hydro Power Plants and two operative Thermal Power Plants, namely:

i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;

iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal Pradesh;

iv) 500 MW - Phase I (of 1200 MW) Jaypee Bina Thermal Power Plant in Madhya Pradesh; and

v) 1320 MW Jaypee Nigrie Super Thermal Power Plant in Nigrie, Distt. Singrauli, Madhya Pradesh.

Besides the above mentioned power projects, the Company has implemented Jaypee Nigrie Cement Grinding Unit at Nigrie (M.P) with capacity of 2 MTPA, the commissioning activities of which has started and its commercial operations are expected to commence shortly.

Following the cancellation of coal blocks in terms of judgment dated 25th August, 2014 read with order dated 24th September, 2014 of Hon'ble Supreme Court of India, the Central Government conducted e-auction of coal mines in which your Company participated and was allotted Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, during the year.

The Plant Availability and Energy Generation of each of the Hydro Power Plants & Thermal Power Plants for the Financial Year 2014-15 were as under:

Plant Plant Net Saleable Availability (%) Energy Generation (M U)

Jaypee Baspa-II Hydro Power 99.84 1100.47 Plant (300 MW)

Jaypee Vishnuprayag Hydro Power 99.13 1573.96 Plant (400 MW)

Jaypee Karcham Wangtoo Hydro 99.65 3708.41 Power Plant (1091MW)

Jaypee Bina Thermal Power Plant 92.47 2236.95 [500 MW - Phase I (of 1200 MW)]

Jaypee Nigrie Super 58.33 1800.27 Thermal Power Plant (1320 MW)

300 MW Jaypee Baspa-II Hydro Power Plant

The average tariff for Baspa-II Hydro Power Plant for the year under report, as per the Multi Year Tariff (MYT) order dated 15th July, 2011, order dated 6th September, 2012 and in accordance with the Power Purchase Agreement (PPA) works out to Rs.2.77 per unit. The total generation of energy during the year was 1256.96 MUs including 12% free Power to State Electricity Board/Government of Himachal Pradesh and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 1100.47 MUs, out of which 1056.92 MUs was Primary Energy and 43.55 MUs was Secondary Energy.

400 MW Jaypee Vishnuprayag Hydro Power Plant

The average tariff during the year under report for 400 MW Vishnuprayag Hydro Power Plant works out to Rs. 2.47 per unit. The total generation of energy during the year was 1815.92 MUs (including 22.15 MUs deemed generation). The net saleable energy during the year was 1573.96 MUs out of which Primary Energy was 1545.87 MUs and Secondary Energy was 28.09 MUs. Generation of Power at 400 MW Jaypee Vishnuprayag H.E.P was suspended since 16th June, 2013 due to Force Majeureevent. Generation of power resumed w.e.f. 12th April, 2014 (07:45 A.M.).

1091 MW Jaypee Karcham Wangtoo Hydro Power Plant

The average realization for the year under report works out to Rs.3.93 per unit. The total generation of energy during the year was 4240.25 MUs including 531.84 MUs free Power to State Government and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 3708.41 MUs.

The performance of the Company's operative Hydro Power Plants, their plant availability and the Energy Generation during the year under report was satisfactory.

500 MW Phase I (of 1200 MW) Jaypee Bina Thermal Power Plant

The Directors of your Company are pleased to report that based on the tariff petition filed by the Company, MPERC has approved final tariff for Unit-I and Unit-II on 26th November, 2014. Your Company is supplying 70% of the installed capacity on long-term basis to Govt. of Madhya Pradesh/Madhya Pradesh Power Management Company Ltd., in terms of the Power Purchase Agreement executed with them and balance of installed capacity is being sold as merchant power.

The plant performance of 500 MW Jaypee Bina Thermal Power Plant from 1st April, 2014 to 31st March, 2015 was as under:

(in million units)

Actual Generation

FY 2014-15 Gross Net Saleable Aux % PLF % PAF %~

Total 2444.74 2236.95 8.50% 55.36% 92.47%

1320 MW Jaypee Nigrie Super Thermal Power Plant (JNSTPP)

The Directors of your Company are pleased to inform that two units of 660 MW each have successfully achieved commercial operation on 3rd September, 2014 and 21st February, 2015 respectively. Further, as mentioned above, your Company has acquired coal mine at Amelia (North) through e-auction conducted by Government of India for meeting part of the coal requirement of JNSTPP. Madhya Pradesh Electricity Regulatory Commission has approved the provisional blended tariff of JNSTPP. Your Company is supplying 37.5% of the installed capacity on long term basis to Government of Madhya Pradesh and Madhya Pradesh Power Management Company Limited in terms of Power Purchase Agreement executed with them and the balance capacity is sold on merchant basis.

(in million units)

Actual Generation

FY 2014-15 Gross Net Saleable Aux % PLF % PAF %

Total 1970.02 1800.27 7.84% 38.03% 58.33%

Jaypee Nigrie Cement Grinding Unit at Nigrie

The commissioning activities of 2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, having estimated project cost of Rs. 335 crore has started and commercial operations are expected to commence shortly. An expenditure of approximately Rs. 299.56 crore had been incurred till 31st March, 2015. The statutory approvals required for the current stage of the project are in place.

Verified/Certified Emmission Reductions (VERs/CERs)

As reported earlier, 1091 MW Jaypee Karcham Hydro Power Plant has already been registered by UNFCCC as a CDM Project w.e.f 1st January, 2013 for ten years upto 31st December, 2022. The Project has been validated and verified by TUV NORD, Germany for issue of VERs for the period from 13th May, 2011 to 11th April, 2012. The project is validated by TUV NORD JI/CDM Certification Programme, Germany as compliant with World Commission on Dams (WCD) Recommendations.

As reported in the Annual Report for financial year 2013-14, the Company had sold from time to time 34,79,664 VERs aggregating Rs. 28.95 crores in respect of Jaypee Baspa-II Hydro Power Plant and 94,90,664 VERs aggregating Rs. 213.24 crores in respect of Jaypee Vishnuprayag Hydro Power Plant. No further VERs could be sold in respect of the aforesaid plants during the financial year 2014-15.

2. SHARE CAPITAL

The paid up equity share capital as at 31st March, 2015 is Rs. 29,38,00,30,840. During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. Your Company has not bought back its own shares during the year under review.

3. DIVIDEND

In order to conserve resources for meeting the Company's requirements for ongoing works/investment in subsidiaries executing power projects, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2014-15.

4. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. 2160 lacs to the Debenture Redemption Reserve. An amount of Rs. 11561 lacs is proposed to be retained as Surplus.

5. DIVESTMENT OF HYDRO POWER PROJECTS

Following the withdrawal from the acquisition transaction of 300 MW Jaypee Baspa-II Hydro electric plant and 1091 MW Jaypee Karcham Wangtoo Hydro-electric plant by TAQA India Power Ventures Private Limited, the Board of Directors of the Company in their meeting held on 15th November, 2014 considered and approved the Scheme of Arrangement (Scheme) for transfer of businesses in relation to two of the Company's operating Hydro- electric Power plants namely, 300 MW Jaypee Baspa-II Hydro electric plant and 1091 MW Jaypee Karcham Wangtoo Hydro- electric plant, to Himachal Baspa Power Company Limited (HBPCL), a subsidiary of the Company, as a going concern, on slump exchange basis, subject to sanction of the said Scheme by the Hon'ble High Court of Himachal Pradesh at Shimla and such other approvals, as may be required.

The Scheme received "No Objection" from the Stock Exchanges/ SEBI. Thereafter, the Hon'ble High Court of Himachal Pradesh at Shimla directed to convene the meetings of Shareholders and Creditors of the Company on 28th February, 2015 where the said Scheme was approved by them. The Company has filed a Petition before the Hon'ble High Court of Himachal Pradesh at Shimla for sanction of the said Scheme,which is pending as on date.

Pursuant to the approval accorded by the Board of Directors in its meeting held on 16th November, 2014, the Company entered into a Securities Purchase Agreement with JSW Energy Limited (JSW) regarding sale of securities of HBPCL to JSW for a base Enterprise Value of Rs.9700 crores, subject to mutually agreed adjustments and satisfaction of conditions precedent as per Securities Purchase Agreement & sanction of the said Scheme of Arrangement by the Hon'ble High Court. The proposed divestment of projects will help the Company in deleveraging its Balance Sheet including reduction of debt and interest outgo.

6. SUBSIDIARIES

The Company has following subsidiaries:

i) Jaypee Powergrid Limited;

ii) Prayagraj Power Generation Company Limited;

iii) Jaypee Arunachal Power Limited;

iv) Sangam Power Generation Company Limited;

v) Jaypee Meghalaya Power Limited;

vi) Himachal Baspa Power Company Limited; and

vii) Himachal Karcham Power Company Limited.

The status of the projects implemented / being implemented through aforesaid subsidiaries is summarised below:

i) Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited (a Central Government Power Utility Undertaking) has set up 217 kms. long 400 kV Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1091 MW Karcham Wangtoo Plant in the State of Himachal Pradesh to Abdullapur in the State of Haryana and LILO with the existing Baspa-Jhakri Double circuit line. The cumulative availability of transmission system for FY 2014-15 was 99.98%. During the Financial Year 2014-15, JPL earned an aggregate transmission tariff of Rs.195.47 crore. JPL declared two interim dividends aggregating 13% during FY 2014-15 and paid dividend of Rs.28.86 crore to the Company.

ii) Prayagraj Power Generation Company Limited (PPGCL)

Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, is implementing 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of District Allahabad, Uttar Pradesh.

Power Purchase Agreement with UPPCL has been executed for 25 years for 90% sale of power with balance 10% to be sold on merchant basis.

Fuel supply agreement between PPGCL & NCL has been executed on 29th August, 2013 for coal linkages for Phase-I of 1980 MW.

All statutory / regulatory approvals required for the project are in place. The supplies from BHEL for Boiler, Turbine and Generator for Phase-I of the Project are in progress. All major packages have been awarded and supply of materials is in progress.

The delay in receiving startup power has delayed the commissioning activities of the power plant. Startup power was finally received on 10th November, 2014 and pre- commissioning activities related to Unit-1 have commenced thereafter.

The revised Project Cost of Rs. 13,870 crores, as approved by the lenders, would be financed through Rs. 4,021 crores as equity and Rs. 9849 crore as debt. PPGCL is in the process of arranging additional debt requirement of Rs.1,764 crores of the revised project cost. An expenditure of approximately Rs.11,540 crore has been incurred on the implementation of the Project upto 31st March, 2015.

Boiler light up of Unit-I has been achieved on 31st March, 2015.

At the current stage of the implementation of the project, it is envisaged to achieve COD of the project by March, 2016.

iii) Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the Company is implementing 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

As already reported, for the 2700 MW Lower Siang Hydro Electric Project, CEA approval was obtained in February, 2010 and the concurrence has been extended by CEA for another three years. Land acquisition is in progress. In-principle Approval has been granted and Power Purchase Agreement (PPA) is to be submitted for final approval with respect to the grant of Mega Power status of the project. Draft Rehabilitation & Resettlement Plan has been submitted to the State Government. The State Government has recommended the forest clearance case to Ministry of Environment and Forest (MOEF) and the same is under examination by Regional unit of MOEF since February, 2015.

For 500 MW Hirong Hydro Electric Project, CEA has accorded Techno-Economic Concurrence on 10th April, 2013. For the Environmental/Forest Clearance of the Project, the EIA & EMP reports have been submitted to MoEF. The State Government has recommended the forest clearance case to Ministry of Environment and Forest (MOEF) and the same is under examination by Regional Unit of MOEF since February, 2015.

An aggregate amount of Rs. 228.29 crore has been spent on the Projects upto 31st March, 2015.

iv) Sangam Power Generation Company Limited (SPGCL)

Sangam Power Generation Company Limited was acquired from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1980 MW (2 x 660 MW) (with permission to add one additional generation unit of 660 MW) Thermal Power Project in Tehsil Karchana of District Allahabad, Uttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to agitation of local villagers. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, SPGCL's claims be settled amicably for closing the agreement(s). As already reported, necessary documents in support of the company's claim have been furnished to UPPCL which is under their review.

An aggregate amount of Rs. 548.60 crore has been spent on the Project upto 31st March, 2015.

v) Jaypee Meghalaya Power Limited (JMPL)

Jaypee Meghalaya Power Limited was incorporated by your Company as its wholly owned subsidiary to implement 270 MW Umngot H.E.P in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your Company along with its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

With respect to 450 MW Kynshi-II, the field work of survey & investigation and EIA studies have already been completed. Drilling and drifting in power house area have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest (MOEF). Based on the observation of MOEF, Uranium Corporation of India issued No Objection Certificate with respect to uranium deposit in the vicinity of the Project. Accordingly revised proposal for issuance of terms of reference for Environment Impact Assessment studies is under preparation. The control levels i.e. full reservoir level & tail reservoir level for Kynshi-II Project have been approved by State Government. Approval of Central Electricity Authority has been accorded to the water availability series for power potential studies.

With respect to the 270 MW Umngot H.E.P the State Government has advised that the project will not be operationalized as per Memorandum of Agreement till further orders. The matter is being pursued with the State Government for permission to resume the works.

An aggregate amount of Rs. 8.50 crore has been spent on the Projects upto 31st March, 2015.

vi) Himachal Baspa Power Company Limited (HBPCL)

Himachal Baspa Power Company Limited (HBPCL) was incorporated on 14th March, 2014 and it received Certificate of Commencement of Business on 24th March, 2014. HBPCL is 99% subsidiary of the Company.

As mentioned hereinabove, pursuant to the proposed Scheme of Arrangement between the Company and HBPCL, 300 MW Jaypee Baspa-II Hydro Power Plant and 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant are proposed to be transferred and vested in this company after the Scheme becomes effective.

vii) Himachal Karcham Power Company Limited (HKPCL)

Himachal Karcham Power Company Limited (HKPCL) was incorporated on 14th March, 2014 and it received Certificate of Commencement of Business on 24th March, 2014. HKPCL is a wholly owned subsidiary of the Company and presently it is not carrying on any operations.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

No company has ceased to be subsidiary, associate or joint venture of the Company during the year under review.

The performance and financial position of each of the subsidiaries, associates and joint venture company for the year ended 31st March, 2015 is attached in the prescribed format AOC-1 as set out in "Annexure-A" and forms part of the Directors' Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the weblink: http://jppowerventures.com/index.php/policies.

8. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

8.1 During the year under report, the following changes took place in the Board of the Company:

a) As already reported in the Annual Report for Financial Year 2013-14, Shri S.D. Nailwal and Ms. Sunita Joshi were appointed as Additional Directors with effect from 17th May, 2014 and their appointments/confirmation as Directors were approved by the members in the Annual General Meeting held on 20th September, 2014.

b) Dr.R.C.Vaish ceased to be Director consequent upon his resignation w.e.f 29th September, 2014;

c) Shri S.C.Bhargava ceased to be Director consequent upon his resignation w.e.f 31st March, 2015;

d) Shri K.N. Bhandari, Shri Arun Balakrishnan, Shri S.L. Mohan and Shri Atanu Sen have been appointed as Additional Directors (Independent) w.e.f 30th September, 2014. In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, the Resolutions for approval of their respective appointment as Independent Directors have been included in the Notice for ensuing Annual General Meeting.

e) Shri Subroto Gupta ceased to be the Nominee Director consequent upon his resignation / withdrawal of his nomination by IDBI Bank w.e.f. 6th September, 2014 and Shri Umesh Jain has been appointed as Nominee Director consequent upon his nomination by IDBI Bank Ltd. w.e.f. 30th September, 2014; and

f) Shri K.P Rau has been appointed as Additional Director (Independent) w.e.f 30th May, 2015 in place of Shri S.C. Bhargava and the Resolution for his appointment as Independent Director has been included in the Notice for ensuing Annual General Meeting.

The Board places on record its appreciation for the valuable contribution of Dr. R. C. Vaish, Shri S. C. Bhargava and Shri Subroto Gupta during their respective tenures as Directors of the Company.

8.2 Shri Manoj Gaur, Shri Suren Jain and Shri Praveen Kumar Singh would retire as Directors by rotation at the ensuing Annual General Meeting and being eligible, they offer themselves for re- appointment.

8.3 During the year under report, the Board met seven times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 17th May, 2014, 26th July, 2014, 30th September, 2014, 8th November, 2014, 15th November, 2014, 16th November, 2014 and 9th February, 2015.

8.4 All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8.5 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

8.6 Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 & Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has confirmed and noted Shri Sunil Kumar Sharma, Vice-Chairman & CEO, Shri Suren Jain, Managing Director & CFO, Shri Praveen Kumar Singh, Whole-time Director and Shri M. M. Sibbal, Senior General Manager and Company Secretary as Key Managerial Personnel of the Company.

8.7 Nomination & Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. Brief features of the said Policy are:

a) Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director;

b) Nomination and Remuneration Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions;

c) While selecting Independent Directors, the Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience required for the position;

d) Non-Executive/Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof, an amount as may be approved by the Board of Directors within the limits prescribed under the Companies Act, 2013 and the Rules made thereunder, provided that the amount of such fees shall not exceed Rs. one lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The sitting fees for Independent Directors and Woman Directors shall not be less than the sitting fee payable to other directors;

e) An Independent Director shall not be entitled to any stock option of the Company;

f) Other employees of the Company shall be paid remuneration as per the Company's HR policies. The break up of the pay scale and quantum of perquisites including employer's contribution to PF, pension scheme, medical expenses, etc. shall be as per the Company's HR policy.

The Company shall reimburse actual expenditure incurred by the Directors in the performance of their duties as per the rules and policies of the Company.

Remuneration of other employees shall be reviewed/ decided on an annual basis or earlier if deemed necessary, based on performance appraisal of individual employees taking into account several factors such as job profile, qualifications, seniority, experience, commitment including time commitment, performance and their roles and duties in the organisation.

g) The age, term of appointment and retirement of Managing Director/Whole-time Director shall be determined in accordance with the provisions of Companies Act, 2013 read with Rules made thereunder;

h) Managing Director/Whole-time Director and Key Managerial Personnel shall be paid the remuneration within the overall limit prescribed under the Companies Act, 201 3 and the Rules made thereunder as recommended by the Nomination and Remuneration Committee subject to the approval of the Board;

i) The Company shall provide suitable training to Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the Company, etc.;

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at http://jppowerventures.com/index.php/policies.

The details of Related Party Transactions as required under Accounting Standard-18 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-B" to this Report.

10. US$ 200 MILLION FCCBs

The Company issued 5% Foreign Currency Convertible Bonds (FCCBs) aggregating to US$ 200 million on 12th February, 2010 which were due for redemption on 13th February, 2015. No conversion of bonds into equity shares had taken place upto 13th February, 2015.

The Company entered into a Standstill and Voting Agreement on 3rd March, 2015 with the Bondholders for reschedulement of FCCBs which was subsequently approved by the Bondholders of 93.48% of outstanding principal amount of Bonds and also by Reserve Bank of India. The details in respect of the reschedulement are given in the Notes to the Financial Statements.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which may impact the going concern status of the Company and its future operations.

12. AUDITORS

12.1 Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N), were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) for a period of three consecutive years till the conclusion of Twenty Second AGM of the Company to be held in the year 2017. The appointment of Statutory Auditors has to be ratified at every AGM. The Statutory Auditors, being eligible, offer themselves for re-appointment. The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with the conditions as may be prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board has recommended the ratification of appointment of M/s. R. Nagpal Associates, Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the Twenty Second Annual General Meeting to be held in the year 2017, subject to ratification of their appointment in every AGM.

12.2 Cost Auditors

For the financial year 2014-15, the Board of Directors of the Company had re-appointed, on the recommendation of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Accounts in respect of 'Generation, transmission, distribution and supply of Electricity', other than for Captive Generation' pertaining to various Power Plants of the Company. The Cost Audit Report relating to the Power plants of the Company, for the Financial Year ended 31st March, 2014 has been filed within due date, with the Cost Audit Branch of the Ministry of Corporate Affairs. The Cost Audit Report for the Financial Year 2014-15 will be filed within the due date.

For the Financial Year 2015-16, the Board of Directors of the Company have on the recommendation of Audit Committee, re-appointed M/s. Kabra & Associates, Cost Accountants as Cost Auditors of the Company for auditing the Cost Records relating to 'Generation, transmission, distribution and supply of Electricity', other than for Captive Generation and the Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

12.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. SGS Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2016.

Secretarial Audit Report for the financial year ended on 31st March, 2015, issued by M/s. SGS Associates, Company Secretaries, in form MR-3 forms part of this report and marked as "Annexure-C".

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

13. AUDITORS' REPORT

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

The Directors wish to state that the qualification of Statutory Auditors in para (ix) to Annexure referred to in para 1 of their Report on the stand-alone financial statements pertains to repayment of principal amount of Loan and interest on loans. The Directors wish to state that outstanding amount of loans from banks and financial institutions as mentioned in current liabilities (current maturities of long term debts) as at 31st March, 2015 includes repayment of principal amount of loans overdue of Rs. 9300 lacs which was due for repayment on 31st March, 2015. Further, the interest of Rs. 13463 lacs on various loans for the period February and March, 2015 was overdue for payment as on 31st March, 2015. This was on account of general economic conditions which lead to inordinate delay in realization of payments against sale of power from power procurers. On the date of adoption of Accounts by the Board of Directors, principal amount of loans overdue as above were brought down to Rs. 5000 lacs, while interest overdue as above for February and March, 2015 had been fully cleared.

The Directors further wish to state that the "Qualified Opinion" of the Independent Auditors' Report on consolidated financial statements pertains to wholly owned subsidiary of the Company i.e. Sangam Power Generation Company Limited (SPGCL), incorporated for implementation of Thermal Power project at Karchana, Distt. Allahabad (U.P) with 2 x 660 MW capacity. SPGCL had executed conveyance deeds in respect of the land for the project but physical possession of the land could not be handed over by the District Administration due to continuous agitation by the local villagers. Despite various steps having been taken by SPGCL for implementation of the project, no physical activity could be started on the ground because of non-availability of the land for the reasons beyond the control of SPGCL.

SPGCL is in correspondence with U.P. Power Corporation Limited and State Government to close Power Purchase Agreement/ other agreements and refund of amounts incurred by it and the matter is under examination of the authorities. However, the management of SPGCL does not expect any material adjustment in carrying value assets including Capital Work in Progress. The Auditors were unable to comment on whether any adjustment in carrying value of assets and liabilities were to be made and its possible effects on SPGCL. However, the management of SPGCL expects that the claims filed by SPGCL would be amicably settled soon.

In reply to para relating to Emphasis of matter of their Report on consolidated financial statements, it is stated here that since SPGCL is lying dormant without any source of income, it could not appoint any Key Managerial Personnel to meet the requirements of Companies Act, 2013.

14. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under provisions of Section 92(3) of the Act is attached as "Annexure-D" which forms part of this Report.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company being an infrastructure Company, the provisions of Section 186 of the Companies Act, 2013 except for making investments are not attracted. Particulars of investments are given in Note Nos. 15 & 18 to the financial statements. However, particulars of loans given, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

16. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy which inter-alia:

a) defines framework for identification, assessment, monitoring, mitigation and reporting of risks; and

b) ensures that all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized, managed and critical risks which impact the achievement of Company's objective or threatens its existence are periodically reviewed.

17. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3) (i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of promoting education, employment oriented vocational training, healthcare, rural area development, empowerment of women, environment sustainability etc. These projects are in accordance with the activities covered under Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure-E".

19. CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2015 that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2015 and the profit of the Company for that period;

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

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

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

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

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower.

22. INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

23. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 ("the Act") read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as "Annexure- F(I)" in this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as "Annexure- F(II)" to this Report.

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-G".

26. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, Govt. of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh, Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of Meghalaya, HPSEB, UPPCL, MPPMCL, APTEL, CERC, HPERC, UPERC, MPERC, Financial Institutions, Banks, Rating Agencies and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the members in the Company.

For and on behalf of the Board

MANOJGAUR Place : Noida Chairman Date : 30th May, 2015 [DIN: 00008480]


Mar 31, 2014

Dear Members

The Directors of your Company are pleased to present the Nineteenth Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2014.

WORKING RESULTS

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

(Rs. in Crore) Particulars Current Year Previous Year 31.03.2014 31.03.2013

Gross Revenue 2699.28 2231.52

Less: Rebate for prompt payments 24.51 22.75

2674.77 2208.77

Add: Other operating income 2.73 43.85

Add: Other Income 63.00 38.18

Total Income 2740.50 2290.80

Profit before Interest,

Depreciation & Taxation 1907.79 1797.09

Less: Interest 1447.68 1124.09

Less: Depreciation 446.59 323.89

13.52 349.11

Less: Exceptional items (Net) 0.08 -

Profit before tax 13.44 349.11

Less: Deferred Tax Charge/(reversal) (6.29) 19.89

Less: Previous Year Tax Adjustment - 0.07

Profit after Tax 19.73 329.15

OPERATIONS

Your Company is the largest Hydro Power generating Company in the Private Sector in the country, currently operating three Hydro Power Plants and one Thermal Power Plant, namely:

i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;

iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal Pradesh; and

iv) 500 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh.

Your Company is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project at Nigrie, Distt. Singrauli, Madhya Pradesh.

To effectively use the fly ash from the Thermal Power Plant and to make the plant environment friendly, a Cement Grinding Unit at Nigrie (M.P) is being set up which is expected to be commissioned by August, 2014 (Line I) and July, 2015 (Line II) of 2 MTPA each.

The Plant Availability and Energy Generation of each of the Power Plants for the Financial Year 2013-14 were as under:

Plants Plant Net Saleable Availability Energy (%) Generation (MU)

Jaypee Baspa-II (300 MW) HEP 99.98 1178.41

Jaypee Vishnuprayag (400 MW) HEP 92.11* 1566.83**

Jaypee Karcham Wangtoo (1091 MW) HEP 99.76 4056.26

500 MW Jaypee Bina Thermal Power Plant 94.86 1416.47

* Deemed Plant Availability.

** Generation of Jaypee Vishnuprayag HEP was suspended since 16th June, 2013 due to Force Majeure event. During such period, capacity charges and energy charges are admissible as per Power Purchase Agreement (PPA).

** Generation of 1566.83 MUs includes deemed generation of 1186.98 MUs.

300 MW Jaypee Baspa-II Hydro Power Plant

The average tariff for Baspa-II Plant for the year under report, as per the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated 6th September, 2012 and in accordance with the Power Purchase Agreement (PPA) works out to Rs. 2.75 per unit. The total generation of energy during the year was 1345.34 MUs including 12% free Power to State Electricity Board/Government of Himachal Pradesh and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 1178.41 MUs, out of which 1056.92 MUs was Primary Energy and 121.49 MUs was Secondary Energy.

400 MW Jaypee Vishnuprayag Hydro Power Plant

The average tariff during the year under report for 400 MW Vishnuprayag Plant works out to Rs. 2.27 per unit. The total generation of energy during the year was 1566.83 MUs (including 1186.98 MUs deemed generation) out of which Primary Energy was 1545.88 MUs and Secondary Energy was 20.95 MUs. Generation of 400 MW Jaypee Vishnuprayag H.E.P was suspended since 16th June, 2013 due to Force Majeure event. Generation of power resumed w.e.f. 12th April, 2014 (07:45 A.M.).

1091 MW Jaypee Karcham Wangtoo Hydro Power Plant

The average realization for the year under report works out to Rs. 3.04 per unit. The total generation of energy during the year was 4653.24 MUs including 596.98 MUs free Power to State Government and also auxiliary consumption/transformer losses. The Net Saleable Energy was 4056.26 MUs.

The performance of the Company''s operative Hydro Power Plants, their plant availability and the Energy Generation during the year under report was satisfactory.

500 MW JAYPEE BINA THERMAL POWER PLANT

The Directors of your Company are pleased to report that two units of 250 MW each of coal based Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt. Sagar (M.P) have been fully commissioned.

Based on the tariff petition filed by the Company, MPERC has approved provisional tariff for Unit-I on 12th December, 2012 and for Unit-II on 29th June, 2013.

Your Company is supplying 70% of the installed capacity on long- term basis to Govt. of Madhya Pradesh/Madhya Pradesh Power Management Company Ltd., in terms of the Power Purchase Agreement executed with them and balance of installed capacity is being sold as merchant power.

The plant performance of 500 MW Jaypee Bina Thermal Power Plant from 1st April, 2013 to 31st March, 2014 was as under:

Million units

Actual Generation FY 2013-14 Gross Net Aux % PLF % PAF % Saleable

Total 2013-14 1562.64 1416.47 9.35 36.31 94.86 (Cumulative)

AWARD

Your Company was conferred with the following "National Awards for the Meritorious Performance in the Power Sector" by Hon''ble Union Minister of State for Power (Independent Charge), Shri Jyotiraditya M. Scindia on 4th February, 2014.

1. Gold Shield for the year 2012-13 for Baspa-II Hydro Electric plant in the category of ''Performance of Hydro Power Stations'';

2. Gold Shield for the year 2011-12 for Baspa-II Hydro Electric plant in the category of ''Performance of Hydro Power Stations'';

3. Gold Shield for the year 2011-12 for Unit-IV of Karcham Wangtoo Hydro Electric plant in the category of ''Early completion of Hydro Power Projects; and

4. Silver Shield for the year 2011-12 for Unit-II of Karcham Wangtoo Hydro Electric plant in the category of ''Early completion of Hydro Power Projects''.

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PLANT

The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project at Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily to achieve commissioning of first unit in August, 2014 and second unit in December, 2014. Steam Generator and Steam Turbine Generator have been supplied by L&T- MHI Boilers Private Limited and Larsen & Toubro Limited. All major statutory approvals are in place. Entire requirement of 5 Million MTPA coal for the Project will be met from dedicated coal mines at Amelia (North) and Dongri Tal-II.

As the members are already aware, the Financial Closure of the Project has already been achieved. As on 31st March, 2014, Project Cost has been re-appraised at Rs. 10450 crore by ICICI Bank acting as the Facility Agent and the entire additional debt had been underwritten by them.

For 400 kV D/C Transmission Line, Forest Clearance, including approval of Hon''ble Supreme Court of India for Wild Life Son- Ghariyal Sanctuary has been obtained. The Line profile of entire 161 kms route has been completed. Approval for the energisation of 400 kV Bays at Satna Substation has been received from Central Electricity Authority (CEA).

The overall progress of implementation of the Project continues to be satisfactory to achieve the Target COD. First unit of the Project has been successfully synchronised with the grid on 7th May, 2014.

As on 30th June, 2014, an amount of approximately Rs. 9809 crore had been incurred on the Project.

4 MTPA CEMENT GRINDING UNIT

The Directors wish to report that the Company is implementing 4 MTPA Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh with its Project Cost estimated at Rs. 550 crore. An expenditure of approximately Rs. 253 crore had been incurred till 30th June, 2014. The statutory approvals required for the current stage of the Project have been obtained. The Work Order related to the Railway Siding has been awarded and the work is under progress. Civil works of the Project are progressing satisfactorily and orders for main machinery and for BoP packages have been placed for Line-I & II.

VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/CERs)

As already reported, 1091 MW Jaypee Karcham Hydro Power Plant Electric Project has already been registered by UNFCCC as a CDM Project w.e.f 12th April, 2012 for ten years. Action for issuance of CERs for the first period from 12th April, 2012 to 31st July, 2012 is in progress. The Project has been validated and verified for issue of 21,36,881 tonnes of VERs for the period from 13th May, 2011 to 11th April, 2012.

Final Report on Compliance with World Commission on Dams (WCD) Recommendations was issued by TUV NORD JI/ CDM Certification Programme, Germany on 21st March, 2014.

Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee Vishnuprayag Hydro Power Plant are as under:

No. of VERs sold Amount realized (Rs. in crore)

Baspa 34,79,664 28.95

Vishnuprayag 94,90,684 213.24

DIVIDEND

In order to conserve resources for meeting the Company''s expansion plans/investment in subsidiaries executing Power projects, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2013-14.

PROPOSED DIVESTMENT OF HYDRO POWER PROJECTS

With a view to deleverage the Company''s Balance Sheet and also to enhance Shareholders'' value, the Board in its meeting held on 1st March, 2014 approved a Scheme of Arrangement, subject to statutory and regulatory approvals and sanction of the Scheme by the relevant High Court, for hiving off 300 MW Baspa-II HEP and 1091 MW Karcham Wangtoo HEP to two separate wholly owned subsidiaries and eventual transfer of ownership of the said wholly owned subsidiaries to a consortium led by TAQA India Power Ventures Private Limited (TAQA). However, the Company has received a notice from TAQA in July, 2014 intimating their withdrawal from the said transaction as a result of a change in the business strategy and priorities of their group. With withdrawal of TAQA, the Acquisition Agreement dated 1st March, 2014 automatically stands terminated. Further, this withdrawal makes TAQA liable to make payment of break fee of US $ 9 million in terms of the said Agreement for which necessary notice has been issued to TAQA.

However, your Company in line with publically stated policy of Jaypee Group, remains focused and committed on reduction of debt through sale of some of its assets, to deleverage its Balance Sheet and enhance Shareholders'' value.

SUBSIDIARY COMPANIES

The Company has following subsidiaries :

i) Jaypee Powergrid Limited;

ii) Jaypee Arunachal Power Limited;

iii) Prayagraj Power Generation Company Limited;

iv) Sangam Power Generation Company Limited;

v) Jaypee Meghalaya Power Limited;

vi) Himachal Baspa Power Company Limited;

vii) Himachal Karcham Power Company Limited.

Status of the Projects implemented/being implemented through aforesaid subsidiaries is summarised below:

i) Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited (a Central Government Power Utility Undertaking) has set up 217 kms. long 400 kV Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1091 MW Karcham Wangtoo Plant in the State of Himachal Pradesh to Abdullapur in the State of Haryana and LILO with the existing Baspa-Jhakri Double circuit line.

The cumulative availability of transmission system for FY 2013- 14 was 99.97%.

During the Financial Year 2013-14, JPL earned an aggregate transmission tariff of Rs. 196.89 crore. JPL declared two interim dividends aggregating to 12% during FY 2013-14 and paid dividend of Rs. 26.64 crore to the Company. JPL has further declared final dividend @ 3.50% for the said financial year. Accordingly, the total dividend shall be 15.50% during FY 2013-14.

ii) Prayagraj Power Generation Company Limited (PPGCL)

Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of District Allahabad, Uttar Pradesh.

Fuel Supply Agreement between PPGCL & Northern Coalfields Limited has been executed on 29th August, 2013, for Phase-I. All Statutory/Regulatory approvals required for the current stage of the Project are in place. Financial Closure has already been achieved and for the revised project costs, steps are being taken to fund the additional financial assistance.

The supplies from BHEL for Boiler, Turbine and Generator for Phase-I of the Project are in progress. All major packages have been awarded. Supply of materials is in progress. The progress on the implementation of the Project is satisfactory.

An expenditure of approximately Rs. 9372 crore has been incurred on the implementation of the Project upto 30th June, 2014.

iii) Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the Company is implementing 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

As already reported, for the 2700 MW Lower Siang Hydro- Electric Project, CEA approval was obtained in February, 2010 and revalidation of DPR is in process with CEA. Land acquisition is in progress.

In-principle Approval has been granted and Power Purchase Agreements (PPAs) are to be submitted for final approval with respect to the grant of Mega Power status of the project. Draft Rehabilitation & Resettlement Plan has been submitted to the State Government.

For 500 MW Hirong Hydro Power Project, CEA has accorded Techno-Economic Concurrence on 10th April, 2013. For the Environmental/Forest Clearance of the Project, the EIA & EMP Reports have been submitted to MoEF An aggregate amount of approximately Rs. 228 crore has been spent on the Projects upto 30th June, 2014.

iv) Sangam Power Generation Company Limited (SPGCL)

Sangam Power Generation Company Limited was acquired from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil Karchana of District Allahabad, Uttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the district administration could not hand over physical possession of land to the Company due to local villagers agitation. As such, no physical activity could be started on the ground.

SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, the Company''s claims be settled amicably for closing the agreement(s). Necessary supporting documents in support of the Company''s claim have been furnished to UPPCL which is under their review.

v) Jaypee Meghalaya Power Limited (JMPL)

Jaypee Meghalaya Power Limited was incorporated by your Company as its wholly-owned subsidiary to implement two Hydro-electric Projects i.e. 270 MW Umngot H.E.P in the Umngot River Basin and 450 MW Kynshi-II H.E.P in the Kynshi River Basin both in Meghalaya on BOOT (Build, Own, Operate and Transfer) basis. Your Company alongwith its associates will ultimately hold 74% of the Equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

As already reported, with respect to 450 MW Kynshi-II H.E.P, the field work of survey & investigation and EIA studies have already been completed. Drilling and drifting in Power house area have been completed. The revised proposal with involvement of lesser forest area has been submitted to the State Government and Ministry of Environment and Forest. The control levels i.e. FRL & TWL have been approved by the State Government. Approval of CEA has been accorded to the water availability series for power potential studies.

With respect to 270 MW Umngot H.E.P the State Government has advised that the project will not be operationalized as per MoA till further orders. The matter is being pursued with the State Government for permission to resume the works.

An expenditure of approximately Rs. 8.50 crore has been incurred on the Projects upto 30th June, 2014.

vi) Himachal Baspa Power Company Limited (HBPCL)

vii) Himachal Karcham Power Company Limited (HKPCL)

The above named wholly-owned subsidiaries were incorporated on 14th March, 2014, and the Certificate of Commencement of business were obtained on 24th March, 2014.

These companies were incorporated as a sequel to the proposed transaction of divestment of Baspa-II & Karcham Wangtoo Hydro Power Projects, as mentioned hereinbefore.

CONSOLIDATED FINANCIAL STATEMENTS

A statement under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of the Annual Accounts. The consolidated financial statements of the Company and its subsidiary companies are prepared in accordance with the Accounting Standard (AS-21) "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, forms part of the Annual Report.

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, a general exemption has been granted by the Central Government for not attaching the Balance Sheets of the subsidiary companies, as was required under the provisions of Section 212 of the Companies Act, 1956, provided certain conditions as mentioned in the above said circular are fulfilled, which are as under:

i. The Company shall present in the Annual Report the consolidated financial statements of holding company and all subsidiaries duly audited by its Statutory Auditors;

ii. The Consolidated Financial Statements shall be prepared in strict compliance with applicable Accounting Standards and, where applicable, the Listing Agreements as prescribed by the Securities and Exchange Board of India; and

iii. The Company shall disclose in the consolidated Balance Sheet, the following information in aggregate for each subsidiary including subsidiaries of subsidiaries:- (a) capital (b) reserves

(c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

The Board in its meeting held on 17th May, 2014 had consented for not attaching the Balance Sheets in respect of the subsidiaries of the Company. Accordingly, the requisite information for each subsidiary has been disclosed. The Annual accounts of the subsidiary companies and the related detailed information will be made available to the Shareholders/Investors of the Company/subsidiary companies seeking such information.

The Annual Accounts of the Company will also be kept for inspection by the Shareholders in the Company''s Corporate Office and also that of the subsidiaries. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jppowerventures.com. The Directors of your Company are of the opinion that the subsidiaries of your Company have bright future.

DIRECTORATE

During the year under Report, Shri B.K. Taparia ceased to be Director of the Company w.e.f. 5th September, 2013, due to his sad demise in an accident.

The Board places on record its appreciation for the invaluable contribution of late Shri B.K. Taparia during his tenure of over nine years as Director of the Company and also pays rich tributes to his humane qualities.

Shri S.D. Nailwal and Ms. Sunita Joshi were co-opted on the Board as additional Directors of the Company with effect from 17th May, 2014. Their appointment/confirmation as Director has been included in the Notice convening the ensuing Annual General Meeting.

Shri R.K. Narang and Shri Suresh Chandra resigned as Director/ Whole-time Director with effect from 27th June, 2014 and 30th June, 2014 respectively, due to personal reasons. Dr. R.L. Gupta resigned from the office of Non-Executive Director with effect from 23rd July, 2014 for the personal reasons. The Board places on record its appreciation for the valuable contributions of Shri R.K. Narang, Shri Suresh Chandra and Dr. R.L. Gupta during the tenure of their respective offices on the Board of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, Shri R.N. Bhardwaj, Shri B.B. Tandon, Shri A.K. Goswami, Shri S.S. Gupta, Shri S.C. Bhargava and Dr.J.N. Gupta are proposed to be appointed as Independent Directors, for a term of three successive years from 20th September, 2014 to 19th September, 2017. The resolutions in respect of appointment of each of such Independent Directors have been included in the notice convening ensuing Annual General Meeting.

Shri Sunil Kumar Sharma, Shri D.P Goyal and Shri G.P Gaur, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A Certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, certification by the CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31st March, 2014:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that there were no material departures;

ii) that the Directors had, in consultation with the Statutory Auditors, selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2014 and the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

DEPOSITS

The Company did not invite/accept any Fixed Deposits from the Public during the year under report.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2011 is annexed to this Report and forms integral part of this Report.

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

Particulars in respect of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March, 2014, are annexed and form an integral part of this Report.

AUDITORS'' REPORT

The Auditors'' Report to the Shareholders on the Accounts of the Company for the Financial Year ended 31st March, 2014 does not contain any qualification.

The observations of Auditors'' and Notes to the Financial statements are self- explanatory.

STATUTORY AUDITORS

M/s. R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N), Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their re- appointment, if made, would be in accordance with the conditions as may be prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board has recommended the appointment of M/s. R. Nagpal Associates, Chartered Accountants as Statutory Auditors of the Company for a period of three consecutive years to hold office from the commencement of this Annual General Meeting (AGM) till the conclusion of the Twenty Second Annual General Meeting to be held in the year 2017, subject to ratification of their appointment in every AGM.

COST AUDITORS

For the financial year 2013-14, the Board of Directors of the Company had re-appointed, on the recommendation of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Accounts in respect of ''Electricity'' pertaining to various Power Plants of the Company. Their appointment was approved by the Central Government. In terms of the Companies (Cost Audit Report) Rules, 2011, the Cost Audit Report relating to Power plants of the Company, for the Financial Year ended 31st March, 2013 has been filed within due date, with the Cost Audit Branch of the Ministry of Corporate Affairs. The Cost Audit Report for the Financial Year 2013-14 will be filed within the due date.

For the Financial Year 2014-15, the Board of Directors of the Company have on the recommendation of Audit Committee, re-appointed M/s. Kabra & Associates, Cost Auditors of the Company for auditing the Cost Records relating to the product ''Electricity''.

EMPLOYEE RELATIONS

The Employee relations continued to be co-ordial. The Directors wish to place on record their sincere appreciation for the contribution of the employees of the Company at all levels.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, Govt. of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh, Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of Meghalaya, HPSEB, UPPCL, MPPMCL, APTEL, CERC, HPERC, UPERC, MPERC, Financial Institutions, Banks, Rating Agencies and other authorities for their continued co-operation and support to the Company.

The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

On behalf of the Board MANOJ GAUR Place : Noida Chairman Date : 26th July, 2014 (DIN - 00008480)


Mar 31, 2013

To The Members,

The Directors of your Company are pleased to present the Eighteenth Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2013.

WORKING RESULTS

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

(Rs. in Crores)

Particulars Current Year Previous Year 31.03.2013 31.03.2012

Gross Revenue 2,231.52 1,591.40

Less: Rebate for prompt payments 22.75 15.71

2,208.77 1,575.69

Add: Sale of VERs 43.81 39.87

Add: Other Income 38.22 70.74

Total Income 2,290.80 1,686.30

Profit before Interest, Depreciation & Taxation 1,797.09 1,552.49

Less : Interest 1,124.09 859.45

Less : Depreciation 323.89 230.05

349.11 462.99

Less: Tax Expense* - -

Less: Deferred Tax Charge 19.89 61.28

Less/(Add): Previous Year Tax Adjustment 0.07 (1.24)

Profit after Taxation 329.15 402.95

*Current year Tax (MAT) Rs.69.85 crores (previous year Rs.92.65 crores) has been adjusted against MAT credit entitlement as per revised Schedule VI.

OPERATIONS

Your Company now has three operative Hydro Power Plants, and one operative Thermal Power Plant namely:

i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;

iii) 1000 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal Pradesh; and

iv) 500 MW - (Phase I of 1200 MW) Jaypee Bina Thermal Power Plant in Madhya Pradesh.

Your Company is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli, Madhya Pradesh.

The Plant Availability and Energy Generation of each of the Hydro Power Plants for the Financial Year 2012-13 were as under:

Plants Plant Net Saleable Availability Energy (%) Generation (Million Units)

Jaypee BASPA-II (300 MW) 99.87 1,073.01

Jaypee Vishnuprayag (400 MW) 98.81 1,628.46

Jaypee Karcham Wangtoo (1000MW) 86.12 3,541.76

300 MW Jaypee Baspa-II Hydro Power Plant

The average tariff for Baspa-II Plant for the year under report, as per the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated 6th September, 2012 and in accordance with the Power Purchase Agreement (PPA), works out to be Rs.2.70 per unit. The total generation of the energy during the year was 1239.70 MUs including 12% Free Power to State Electricity Board/Government of Himachal Pradesh and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 1073.01 MUs, out of which 1050.06 MUs was Primary Energy and 22.95 MUs was Secondary Energy.

400 MW Jaypee Vishnuprayag Hydro Power Plant

The average tariff for the year under report for 400 MW Vishnuprayag Plant works out to Rs. 2.56 per unit. The total generation of energy during the year was 1877.35 MUs including 12% free Power to State Government and also auxiliary consumption/ transformer losses. The Net Saleable Energy was 1628.46 MUs out of which Saleable Primary Energy was 1545.87 MUs and saleable Secondary Energy was 82.59 MUs.

1000 MW Jaypee Karcham Wangtoo Hydro Power Plant

The average tariff for the year under report works out to be Rs.3.63 per unit. The total generation of energy during the year was 4056.74 MUs including 12% free Power to State Government and also auxiliary consumption/transformer losses. The Net Saleable Energy was 3541.76 MUs.

The performance of the Company''s operative Hydro Power Plants, their plant availability and the Energy Generation during the year under report was satisfactory. The operations during the current year were impacted on account of, (i) Lower water availability due to extended winter, in respect of hydro power plants, namely Baspa- II, Vishnuprayag and Karcham waangtoo, (ii) Karcham Wangtoo Hydro Power Plant after one year of successful operation, coinciding with winter season was closed for routine inspection and regular maintenance from 21st December, 2012 to 7th February, 2013 (iii) Vishnuprayag Hydro Power Plant was closed due to maintenance work undertaken by UPPCL in a section of transmission line between Vishnuprayag and Muzaffarnagar from 11th December, 2012 to 22nd January, 2013.

The profitability of the Company was also affected because of transmission charges for evacuation of power of Karcham Wangtoo Hydro Power Plant. Since the transmission system from Wangtoo to Abdullapur developed by Jaypee Powergrid Limited (JPL), a subsidiary of the Company was commissioned w.e.f. 1st April, 2012, the long term open access (LTOA) charges in respect of Karcham Wangtoo Hydro Power Plant became payable by the Company from the said date. LTOA from M/s PTC India Limited got transferred to the Company in January, 2013, LTOA charges became payable in current year. In the previous year, LTOA charges were not payable as the transmission line of JPL was under construction.

500 MW- Phase I (of 1200MW) Jaypee Bina Thermal Power Plant

The Directors of your Company are pleased to report that Phase I comprising of two units of 250 MW each of coal based Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt. Sagar (M.P) has been fully commissioned. Unit I of 250 MW was commissioned on 31st August, 2012 and Unit II of 250 MW was commissioned on 7th April, 2013.

Your Company is supplying 70% of the installed capacity for Phase-I on long term basis, to Govt. of Madhya Pradesh / Madhya Pradesh Power Management Company Ltd. in terms of the Power Purchase Agreement executed with them and balance of installed capacity is being sold on merchant power basis.

The plant performance of - Unit I (250MW) from August, 2012 to March, 2013 was as under :

Million units

FY 2012-13 Actual Generation

Gross Net Saleable Aux % PLF % PAF %

Total 2012-13 (Cumulative) 441.841 396.29 10.31% 34.57% 67.62%

The Directors wish to report that during the current year the depreciation and interest are charged on 61% (approx.) of the cost, capitalized as per Accounting Standard issued by ICAI, whereas the revenue realized is based upon the provisional tariff order of MPERC for the first unit of 250 MW which allows 50% of the cost incurred.

AWARD

The Company has been awarded Certificate of Merit ''For Most Admired Emerging Infrastructure Company in Power'' at the 5th KPMG-Infrastructure Today Awards, 2013.

1320 MW Jaypee Nigrie Super Thermal Power Plant

The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily to achieve commissioning of both the units in the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited for Boiler, Steam Turbine and Generator are being timely received. All major statutory approvals required at the current stage of the project are in place. Entire requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks.

As the members are aware, the Financial Closure of the project has already been achieved. As on 31st March, 2013, an amount of approx. Rs.7,737 crores was incurred on the implementation of Project.

DIVERSIFICATION TO SET-UP CEMENT GRINDING UNITS

It was reported last year that the Company had decided to diversify its operations by setting up Cement Grinding Units at Nigrie (4 MTPA) and Bina (2MTPA) to optimally utilize the fly ash to be generated by Company''s thermal power plants.

The Directors wish to report that Company''s 4MTPA Cement Grinding Unit at Nigrie, Distt.Singrauli in Madhya Pradesh is estimated to cost Rs.530 crores. In principle approval for the tie up of entire debt has been arranged. Some of statutory approvals like MOEF clearance & RTC approval for Railway siding have already been obtained and rest of the approvals are under process. Civil works of the Project are progressing satisfactorily and orders for main machinery and for majority of BOP packages have been placed. First line of Grinding Unit is expected to be commissioned by March, 2014 and second line by June, 2014.

VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/CERs)

We are pleased to inform that 1000 MW Jaypee Karcham Hydro Power Plant has been registered by UNFCCC as a CDM project w.e.f. 12th April, 2012 for ten years upto 11th April, 2022. The process for issuance of CERs for the first period from 12th April, 2012 to 31st July, 2012 is in progress.

Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee Vishnuprayag Hydro Power Plant are as under :

Period No. of VERs sold Amount realized (Rs. in crores)

Baspa Upto FY 2012 21,03,515 26.30

FY 2012-13 9,31,149 1.95

Total 30,34,664 28.25

Vishnuprayag Upto FY 2012 81,87,173 181.20

FY 2012-13 13,03,511 41.85

Total 94,90,684 223.05

SHARE CAPITAL

During the year the Company has raised an amount of approx Rs. 950 crores through Placement of 31,32,45,961 equity shares of Rs.10/- each at a premium of Rs.20.33 per share to Qualified institutional Buyers. Consequently, the issued subscribed and paid up share capital of the Company has increased from Rs. 2,624.75 crores to Rs.2,938 crores.

DIVIDEND

In order to conserve resources for meeting the Company''s expansion plans/investment in subsidiaries executing Power Projects, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2012-13.

SUBSIDIARY COMPANIES

The Company has following subsidiaries:

i) Jaypee Powergrid Limited

ii) Prayagraj Power Generation Company Limited

iii) Jaypee Arunachal Power Limited

iv) Sangam Power Generation Company Limited

v) Jaypee Meghalaya Power Limited

Status of the projects implemented/being implemented through aforesaid subsidiaries is summarised below:

i) Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited (a Central Government Power Utility Undertaking) has set up 213 Km long 400 Kv Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant in the State of Himachal Pradesh to Abdullapur in the State of Haryana and also LILO with the existing Baspa-Jhakri Double circuit line.

Transmission system has been put under commercial operations w.e.f. 1st April, 2012. Capitalised value of tangible assets as on 31st March, 2013 aggregated to Rs.995.98 crores.

The cumulative availability of transmission system for FY 2012-13 was 99.69%.

During the Financial Year 2012-13, JPL earned aggregate transmission tariff of Rs.206.05 crores, against which Rs.155.04 crores have been received as on date and the balance of Rs.51.01 crores is expected to be received shortly.

ii) Prayagraj Power Generation Company Limited (PPGCL)

Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW Thermal Power Project (with approval to add two additional units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh.

All Statutory/Regulatory approvals required for the project are in place. Financial Closure has been achieved. The supplies from BHEL for Boiler, Turbine and Generator are in progress and the progress on the implementation of project is satisfactory.

An expenditure of approx. Rs.6,394 crores has been incurred on the implementation of the project till 31st March, 2013.

iii) Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro Power Project, CEA approval was obtained in February, 2010 and revalidation of DPR is in process with Central Electricity Authority (CEA). Land acquisition is in progress. Seismic data upto 31st March, 2013 has been collected and clearance from the Ministry of Environment and Forest is in process.

For 500 MW Hirong Hydro Power Project, CEA has accorded Techno -Economic Concurrence on 10th April 2013. The Environmental/ Forest Clearance for the project is yet to be accorded.

As on 31st March, 2013 an aggregate amount of approx. Rs.228 crores has been spent on the aforesaid two projects.

iv) Sangam Power Generation Company Limited (SPGCL)

Sangam Power Generation Company Limited was acquired from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land was executed but physical possession is yet to be taken. As reported last year Hon''ble High Court of judicature at Allahabad has quashed the notification issued by Uttar Pradesh State Government for acquisition of land for the project subject to the deposit of compensation, received by the land owners. We have approached UPPCL for amicable settlement for closing the agreement(s) and payment of dues with UPPCL and the matter is under discussion.

v) Jaypee Meghalaya Power Limited (JMPL)

Jaypee Meghalaya Power Limited was incorporated by your Company as its wholly owned subsidiary to implement 270 MW Umngot H.E.P in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II H.E.P in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your Company alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

The field work of survey & investigation and EIA studies have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest. The control levels i.e. FRL & TWL for Kynshi-II Project have been approved by State Government. Approval of Central Electricity Authority has been accorded to the water availability series for power potential studies.

As on 31st March, 2013, an aggregate amount of approx. Rs.8.50 crores has been spent on the projects.

CONSOLIDATED FINANCIAL STATEMENTS

A statement under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of the Annual Accounts. The consolidated financial statements of the Company and its subsidiary companies are prepared in accordance with Accounting Standards (AS-21) "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report.

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, a general exemption has been granted by the Central Government for not attaching the Balance Sheets of the subsidiary companies, as was required under the provisions of Section 212 of the Companies Act, 1956 provided certain conditions as mentioned in the above said circular are fulfilled, which are as under:-

i. The Company shall present in the Annual Report the consolidated financial statements of holding company and all subsidiaries duly audited by its Statutory Auditors;

ii. The Consolidated Financial Statements shall be prepared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India; and

iii. The Company shall disclose in the consolidated Balance Sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries:- (a) capital (b) reserves

(c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

The Board in its meeting held on 27th April, 2013 had consented for not attaching the Balance Sheets in respect of the subsidiaries of the Company. Accordingly, the requisite information for each subsidiary has been disclosed. The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders/investors of the Company/subsidiary companies seeking such information.

The annual accounts of the subsidiary companies will also be kept for inspection by the members at the Company''s Corporate Office and also that of the subsidiaries. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jppowerventures.com. The Directors of your Company are of the opinion that the subsidiaries of your Company have bright future.

OUTLOOK

Your Company''s current operational generation capacity of 2200 MW (300MW Baspa-II Hydro Power Plant, 400 MW Vishnuprayag Hydro Power Plant, 1000 MW Karcham Wangtoo Hydro Power Plant and 500 MW Bina TPP) is likely to increase to 3520 MW in the coming year with commissioning of 1320 MW Nigrie Super Thermal Power Plant and to 5500 MW by 2015 with the commissioning of 1980 MW Bara Thermal Power Plant being set up by Company''s subsidiary.

The Directors of your Company envisage a bright future outlook for the Company in view of the increased operational capacities.

DIRECTORATE

During the year under Report, Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha and Shri D.P. Goyal resigned as Whole-time Directors w.e.f. 31st March, 2013. They, however, continue as Non-Executive Directors on the Board.

The Board places on record its appreciation for the valuable contribution of Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha and Shri D.P Goyal during their respective tenures as Whole-time Directors.

Shri A.K.Goswami, Shri R.N.Bhardwaj, Shri S.C.Bhargawa, Shri Suren Jain, Shri Praveen Kumar Singh and Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha would retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The status of compliance of Corporate Governance Voluntary Guidelines, 2009, of the Ministry of Corporate Affairs, Government of India, is given in Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certification by the CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31st March, 2013:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2013 and the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company did not invite/accept any Fixed Deposits from the public during the year under report.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2011 is annexed to this report and forms integral part of this report.

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

Particulars in respect of conservation of Energy, Technology Absorption, and Foreign Exchange earnings and outgo, as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March, 2013, are annexed and form an integral part of this report.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders on the Accounts of the Company for the Financial Year ended 31st March, 2013 does not contain any qualification.

The observations of Auditors'' and Notes to the Financial Statements are self-explanatory.

STATUTORY AUDITORS

M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in conformitywith the limits specified in the said section.

COST AUDITORS

For the financial year 2012-13, the Board of Directors of the Company had re-appointed on the recommendation of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm''s Registration No. 000075) as Cost Auditors for auditing the cost accounts in respect of ''Electricity'' pertaining to various Power Plants of the Company. Their appointment was approved by the Central Government. In terms of The Companies (Cost Audit Report) Rules, 2011 the cost audit report relating to Power Plants of the Company, for the financial year ended 31st March, 2012 had been filed within the due date i.e. 31st January, 2013, with the Cost Audit Branch of the Ministry of Corporate Affairs.

For the financial year 2013-14, the Board of Directors of the Company have appointed, on the recommendation of the Audit Committee, M/s. Kabra & Associates, as Cost Auditors of the Company for auditing the cost accounts relating to the product ''Electricity''.

EMPLOYEE RELATIONS

The Employee relations continued to be co-ordial. The Directors wish to place on record their sincere appreciation for the contribution of the Employees of the Company at all levels.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, Govt. of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh, Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of Meghalaya, HPSEB, MPPMCL, APTEL, CERC, HPERC, UPERC, UPPCL, MPERC, Financial Institutions, Banks, Rating Agencies, SBI Capital Markets Limited and other authorities for their continued co- operation and support to the Company.

The Board sincerely acknowledges the faith and confidence reposed by the shareholders in the Company.

On behalf of the Board

Place: New Delhi MANOJ GAUR

Date : 27th April, 2013 Chairman


Mar 31, 2012

The Directors of your Company are pleased to present the Seventeenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

WORKING RESULTS

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

(Rs.in Crores)

Particulars Current Year Previous Year 31.03.2012 31.03.2011

Gross Revenue 1591.40 709.77

Less: Rebate for prompt payments 15.71 11.09

1575.69 698.68

Add: Sale of VERs 39.87 38.21

Add: Other Income 70.74 103.85

Total Income 1686.30 840.74

Profit before Interest, Depreciation & Taxation 1552.49 759.83

Less : Interest 859.45 448.44

Less : Depreciation 230.05 94.91

462.99 216.48

Less: Extra-Ordinary items (Net) - 10.02

462.99 206.46

Less: Provision for Taxation* - 41.35

Less: Deferred Tax Charge 61.28 -

Add: Previous Year Tax Adjustment 1.24 -

Profit after Taxation 402.95 165.11

*Current year Tax (MAT) Rs. 92.65 crores has been adjusted against MAT credit entitlement as per revised Schedule VI.

OPERATIONS

Your Company now has three operative Hydro-Electric Plants, namely,

i) 300 MW Jaypee Baspa-II Hydro-Electric Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro-Electric Plant in Uttarakhand; and

iii) 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Plant in Himachal Pradesh.

Your Company is also implementing two Thermal Power Projects, namely,

i) 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh in two phases comprising of Phase-I (500W) and Phase-II (750MW)

ii) 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh.

The performance of the Company's operative Plants, their plant availability and the Energy Generation during the year under report was quite satisfactory. The Plant Availability and Energy Generation of each of the Plants for the Financial Year 2011-12 were as under:

Plant/Installed Capacity Plant Net Saleable Availability Energy (%) Generation (Million Units)

BASPA-II (300 MW) 99.97 1221.83

Vishnuprayag (400 MW) 98.58 1889.20

Karcham Wangtoo (1000MW) 99.70 2248.12

300 MW Jaypee Baspa-II Hydro-Electric Plant

The average tariff for Baspa-II Plant for the year under report, as per the Multi Year Tariff (MYT) Order dated 30th March, 2009 and in accordance with the Power Purchase Agreement (PPA), works out to 2.69 per unit. The generation of the energy of Baspa-II plant during the year was 1401.67 MUs including 12% Free Power to Himachal Pradesh State Electricity Board (HPSEB)/Government of Himachal Pradesh and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 1221.83 MUs, out of which 1050.06 MUs was Primary Energy and 155 MUs was Secondary Energy and balance 16.77 MUs was supplied to HPSEB without any charges, besides their entitlement to 12% free power.

400 MW Jaypee Vishnuprayag Hydro-Electric Plant

The average tariff for the year under report for 400 MW Vishnuprayag Plant works out to " 2.39 per unit. The total generation including 12% free Power to State Government and also auxiliary consumption/ transformer losses was 2176.86 MUs. The Net Saleable Energy was 1889.20 MUs out of which Saleable Primary Energy was 1545.88 MUs and balance Saleable Secondary Energy was 343.32 MUs.

1000 MW Jaypee Karcham Wangtoo Hydro-Electric Plant

The Directors of your Company are pleased to report that Karcham Wangtoo Hydro-electric Plant, the largest operating Hydro-electric Plant in private sector in the Country, was fully commissioned on 13th September, 2011. The average tariff realised for the year under report works out to " 3.89 per unit. The total generation including 12% free Power to State Government and also auxiliary consumption/ transformer losses was 2543.13 MUs. The Net Saleable Energy was 2248.12 MUs. Aggregate Sale of energy from the plant during the financial year 2011-12 was " 874.26 crores.

NATIONAL AWARD

The Directors are pleased to inform that Baspa-II Hydro-Electric Plant was conferred with Gold Shield for the year 2009-10 and a Silver Shield for the year 2010-11, by Ministry of Power, Government of India under the category 'Performance of Hydro-Power Stations'.

PROJECTS UNDER IMPLEMENTATION

1250 MW JAYPEE BINA THERMAL POWER PLANT

1250 MW Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt. Sagar (M.P.) is being implemented in two phases comprising of Phase-I (2 x 250=500MW) and Phase-II (3 x 250=750 MW). First unit of Phase-I i.e. 250 MW is expected to be commissioned in second quarter of the current financial year (2012-13) and the second unit of 250 MW in next four to six months thereafter.

Your Company shall supply 70% of the installed capacity for Phase-I to Govt. of Madhya Pradesh/MPPTCL in terms of the Power Purchase Agreement executed with them and balance power will be sold on merchant basis. An amount of around " 2700 crores has already been incurred on the Project upto 31st March, 2012.

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily to achieve commissioning of both the units in the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited for Steam Generator and Steam Turbine Generator respectively are being timely received. All major statutory approvals, required at the current stage of the project are in place. Entire requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks.

The Financial Closure of the project has already been achieved. As on 31st March, 2012, an amount of approx. Rs. 3776 crores has been incurred on the Project.

VERIFIED EMMISSION REDUCTIONS (VERs) / CERTIFIED EMMISSION REDUCTIONS (CERs)

Your Company sold 11,38,515 VERs in respect of Jaypee Baspa-II Hydro-electric Plant during the year for Rs. 2.46 crores. In respect of Jaypee Vishnuprayag Hydro-electric Plant, sale consideration for 15,99,150 VERs was Rs. 37.41 crores during the year under report.

The Company's 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Plant in the State of Himachal Pradesh has submitted request for registration as Clean Development Mechanism (CDM) project with United Nations Framework Convention on Climate Change (UNFCCC) and UNFCCC decision is expected in the first quarter of the current financial year (2012-13). Upon registration as CDM project, expected amount of reduction shall be 3,541,917 metric tonnes Co2 equivalent per annum. The Company is quite confident of grant of registration by UNFCCC. Further, the Company's 1320 MW Jaypee Nigrie Super Thermal Power Project in the State of Madhya Pradesh is likely to be eligible for CERs under Clean Development Mechanism (CDM).

DIVERSIFICATION PLAN TO SET-UP CEMENT GRINDING UNITS

The Directors are pleased to report, pursuant to approval accorded by the Members under Section 149 (2A)(b) of the Companies Act, 1956 by way of Special Resolution for commencement of new activities (passed through Postal Ballot on 21st December, 2010), have decided to diversify the Company's operations by setting-up of Cement Grinding Units at Nigrie (4 MTPA) and at Bina (2 MTPA) to optimally utilize the Fly Ash to be generated by Company's Thermal Power Plants viz. Jaypee Nigrie Thermal Power Project and Jaypee Bina Thermal Power Plant. Necessary plans have been initiated in this regard.

DIVIDEND

In order to conserve resources for meeting the Company's expansion plans/investment in subsidiaries executing Thermal and Hydro- Power Plants, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2011-12.

SUBSIDIARY COMPANIES

The Company has following subsidiaries :

i) Jaypee Powergrid Limited

ii) Prayagraj Power Generation Company Limited

iii) Jaypee Arunachal Power Limited

iv) Sangam Power Generation Company Limited

v) Jaypee Meghalaya Power Limited

The Directors wish to report that your Company through its subsidiaries is implementing Power Projects with an aggregate capacity of 9200 MW comprising of Hydro-Electric Projects (3920 MW) and Thermal Power Projects (5280 MW) besides an operative 217 Km (including LILO) long Transmission System.

Status of the projects implemented/being implemented through aforesaid subsidiaries is summarised below:

i) Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, (a Central Government Power Utility Undertaking) has set up 217 Km long (including LILO) 400 Kv Quad Bundle Conductor Double Circuit Transmission System for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing Baspa-Jhakri Double circuit line.

The Directors of your Company are pleased to report that Transmission system was commissioned on 6th March, 2012 and has been put to commercial operations w.e.f. 1st April, 2012. Pending capitalization, capital expenditure as on 31st March, 2012 was Rs. 976 crores.

ii) Prayagraj Power Generation Company Limited (PPGCL)

Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW Thermal Power Project (with permission to add two additional generation units of 660 MW each) in Tehsil Bara of District Allahabad, Uttar Pradesh.

All statutory/regulatory approvals required for the current stage of the project are in place. Financial Closure for entire debt of Rs. 8085 crores has been achieved. The supplies from BHEL for Boiler, Turbine and Generator are in progress and the works on the project are progressing satisfactorily.

An expenditure of approx. Rs. 2622 crores has been incurred on the project till 31st March, 2012.

iii) Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro-electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report and Defence clearance has already been obtained. Detailed Project Report for this project has been concurred by CEA with the estimated completion cost of Rs.19,990.74 crores. JAPL is in the process of obtaining clearance from the Ministry of Environment and Forest.

For 500 MW Hirong Hydro-electric Project, Detailed Project Report has been submitted to CEA and is in advance stage of concurrence.

While an amount of around Rs. 206 crores has been spent on the 2700 MW Lower Siang Hydro-electric Project till 31st March, 2012, and approx. Rs. 28 crores has been spent on 500 MW Hirong Hydro-electric Project till 31st March, 2012.

iv) Sangam Power Generation Company Limited (SPGCL)

Sangam Power Generation Company Limited was acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land was executed but physical possession is yet to be handed over. In view of order of Hon'ble High Court of judicature at Allahabad, quashing the notification issued by Uttar Pradesh Government for acquisition of land, further implications of the same are being examined by the State Government/Company.

v) Jaypee Meghalaya Power Limited (JMPL)

Jaypee Meghalaya Power Limited was incorporated by your Company as its wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin Basin of Meghalaya on BOOT (Build, Own, Operate and Transfer) basis. Your Company alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

The works on the project are in initial stages. While an amount of around Rs. 5.80 crores has been spent on Kynshi-II Hydro-electric Project and Rs.1.35 crores on Unmgot Hydro- electric Project till 31st March, 2012.

CONSOLIDATED FINANCIAL STATEMENTS

A statement under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of the Annual Accounts. The consolidated financial statements of the Company and its subsidiary companies are prepared in accordance with Accounting Standards (AS-21) "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report.

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, a general exemption has been granted by the Central Government for not attaching the Balance Sheets of the subsidiary companies, as was required under the provisions of Section 212 of the Companies Act, 1956 provided certain conditions as mentioned in the above said circular are fulfilled, which are as under:- i. The Company shall present in the Annual Report the Consolidated Financial Statements of holding company and all subsidiaries duly audited by its Statutory Auditors;

ii. The Consolidated Financial Statements shall be prepared in strict compliance with applicable Accounting Standards and the Listing Agreement as prescribed by the Securities and Exchange Board of India; and

iii. The Company shall disclose in the Consolidated Balance Sheet the following information in aggregate for each subsidiary (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

The Board in its meeting held on 17th May, 2012 had decided for not attaching the Balance Sheets in respect of the subsidiaries of the Company. Accordingly, the requisite information for each subsidiary company has been disclosed in Note no. 45 to consolidated notes to the financial statements for the year ended 31st March, 2012. The annual accounts of the subsidiary companies and the related detailed information will be made available to the Members requesting for such information.

The annual accounts of the subsidiary companies will also be kept for inspection by the shareholders in Company's Corporate Office and also that of the subsidiaries. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jppowerventures.com.

The Directors of your Company are of the opinion that the Project of the subsidiaries of your Company have bright future.

OUTLOOK

Keeping in view the performance of three Hydro-electric Plants of the Company, viz. 300 MW Baspa-II Hydro-electric Plant, 400 MW Vishnuprayag Hydro-electric Plant, 1000 MW Karcham Wangtoo Hydro-electric Plant and the expected Commissioning of first phase of 500 MW of Jaypee Bina Thermal Power Plant during the current financial year (2012-13) and that of 1320 MW Jaypee Nigrie Super Power Plant in 2014, the Company's further expansion in Hydro Power as also in Thermal Power through its subsidiaries and the diversification plans to setup Cement Grinding Units, the Directors of your Company envisage a bright future outlook for the Company.

DIRECTORATE

During the year under report, IDBI Bank Ltd. withdrew the nomination of Shri B.K. Batra as Nominee Director with effect from 13th January, 2012.

The Board places on record its appreciation for the valuable contribution of Shri B.K. Batra, during his tenure as Director on the Board.

Shri Subroto Gupta was nominated by IDBI Bank Ltd. as their nominee on the Board w.e.f.17th February, 2012.

Dr. J.N. Gupta was co-opted on the Board as Non-Executive Independent Director w.e.f. 14th March, 2012. Proposal for his appointment has been included in the Notice of Annual General Meeting for your approval.

Shri Manoj Gaur, Shri S.S. Gupta, Shri G.P. Gaur, Shri Suresh Chandra, and Shri B.B. Tandon would retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re- appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The Company is complying the Corporate Governance norms laid down under Clause 49 of the Listing Agreement with the Stock Exchanges. Further, the Company is implementing in a phased manner, recommendations contained in the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India. The status of same is given in Report on Corporate Governance under the head "Voluntary Guidelines on Corporate Governance".

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certification by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2012 that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2012 and the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company did not invite/accept any Fixed Deposits from the public during the year under report.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2011 is annexed and forms an integral part of this Report.

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

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March, 2012, are annexed and form an integral part of this Report.

AUDITORS' REPORT

The Auditors' Report to the shareholders on the Accounts of the Company for the Financial Year ended 31st March, 2012 does not contain any qualification or adverse remark.

The observations of Auditors' and Notes to the Financial Statements are self-explanatory.

STATUTORY AUDITORS

M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

COST AUDITORS

Ministry of Corporate Affairs, Cost Audit Branch vide Order No. 52/26/ CAB-2010 dated 2nd May, 2011 had mandated certain specified industries including an Electricity Industry, to get the Cost Accounts audited. Accordingly, the Board of Directors, had appointed M/s. Kabra & Associates, as Cost Auditors for the Financial Year 2011-12 for auditing the Cost Accounting Records of the Company. In terms of the Companies (Cost Audit Report) Rules, 2011 the Cost Auditors would file their Report to the Central Government within prescribed time.

Certificate under section 224(1B) of the Companies Act, 1956 and written confirmation about their independence and arm's length relationship with the Company have been obtained from M/s. Kabra and Associates, Cost Auditors, as pre-requisite for their re-appointment as Cost Auditors for the Financial Year 2012-13. For the Financial Year 2012-13, the Board of Directors of the Company have re-appointed, on the recommendations of the Audit Commitee, M/s. Kabra & Associates, as Cost Auditors of the Company for auditing the Cost Accounting Records relating to Electricity.

EMPLOYEES RELATIONS

Employees relations continued to be cordial throughout the year. The Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites/offices and achieved commendable progress.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, Goverments of Himachal Pradesh, Uttarakhand, Uttar Pradesh, Madhya Pradesh, Arunachal Pradesh & Meghalaya, HPSEB, APTEL, CERC, HPERC, MPERC, UPERC, UPPCL, Financial Institutions, Banks, Rating Agencies, SBI Capital Markets Limited and other authorities for their continued co-operation and support to the Company.

Your Directors sincerely acknowledge the faith and confidence reposed by the members in the Company.

On behalf of the Board

Place : Noida MANOJ GAUR

Date : 17th May, 2012 Chairman


Mar 31, 2011

The Members

The Directors of your Company are pleased to present the Sixteenth Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2011.

AMALGAMATION OF JAYPEE KARCHAM HYDRO CORPORATION LIMITED AND BINA POWER SUPPLY COMPANY LIMITED WITH THE COMPANY.

The Scheme of Amalgamation of Jaypee Karcham Hydro Corporation Limited (JKHCL) and Bina Power Supply Company Limited (BPSCL) with your Company was sanctioned by Hon'ble High Court of Himachal Pradesh at Shimla on 14th June, 2011 with the appointed date being 1st April, 2010. The Scheme of Amalgamation has come into effect from the date of filing of the said Order with the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh on 26th July, 2011.

Consequent upon the said amalgamation, 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant being implemented by erstwhile JKHCL and 1250 MW Jaypee Bina Thermal Power Plant (500 MW being implemented in Phase-I) by erstwhile BPSCL stood merged with your Company alongwith all their assets, liabilities, rights, titles, interests, contracts, agreements etc. Thus, your Company now has an operating capacity of 1200 MW (Hydro) and under implementation generating capacity of 3070 MW (500 MW Hydro & 2570 MW Thermal of which 500 MW Hydro will get commissioned by September, 2011 and 500 MW Thermal by March/June, 2012). Your Company, as of date, is the largest producer of hydro power in Private Sector in India.

The Directors of your Company wish to further report that the aforesaid amalgamation has enabled creation of an integrated Corporate Structure for Development of Power Business of Jaypee Group. The aforesaid combination shall lead to achievement of economies of scale, operational and managerial efficiencies and enhanced resource mobilization capacity required for growth. We reasonably expect that it would result in reduction in overall cost, optimization of resources, a much healthier and stronger Balance Sheet and your Company shall have enough competitive strength to participate in high growth opportunities available in the Power Sector with an ultimate corporate goal of enhancement of the Shareholders' wealth.

WORKING RESULTS

The working results of the Company for the year under report, post amalgamation, are as under:-

(Rs. in Crores)

Current Year Previous Year

31.03.2011 31.03.2010

Gross Revenue* 709.77 659.42

Less: Rebate for prompt payments 11.09 9.81

698.68 649.61

Add: Sale of VERs 38.21 41.12

Add: Other Income 103.85 27.06

Total Income 840.74 717.79

Profit before Interest, Depreciation

& Taxation 759.83 634.93

Less : Interest 448.44 236.43

Less : Depreciation 94.91 95.10

216.48 303.40

Less: Extra-Ordinary items (Net) 10.02 –

206.46 303.40

Less: Provision for taxation 41.35 51.85

Profit after taxation 165.11 251.55

*These revenues are from 300 MW Baspa-II Hydro-Electric Power Plant and 400 MW Vishnuprayag Hydro- Electric Power Plant. The generation of power from 2 units of 250 MW each of 1000 MW Karcham-Wangtoo Hydro-Electric Power Plant started in May/June, 2011.

CHANGES IN SHARE CAPITAL

Consequent upon sanction of the aforesaid Scheme of Amalgamation by the Hon'ble High Court of Himachal Pradesh at Shimla:

(i) The Authorised Share Capital of the Transferor companies stood clubbed with the Authorised Share Capital of your Company aggregating to Rs.11,300 crores divided into 830 crore Equity Shares of Rs.10/- each and 30 crores Preference Shares of Rs.100/- each; and

(ii) The Shareholders of the Transferor companies were allotted the Equity Shares of the Company as on the Record Date, i.e., 5th August, 2011, fixed by the Company. 40,20,00,000 Equity Shares of Rs. 10/- each of the Company were allotted to the shareholders of erstwhile JKHCL in the ratio of One Equity Share of Rs. 10/- for every Five Equity Shares of Rs. 10/- each in erstwhile JKHCL and 12,70,76,923 Equity Shares of Rs. 10/- each were allotted to the shareholders of erstwhile BPSCL in the ratio of Two Equity Shares of Rs. 10/- each for every Thirteen Equity shares of Rs. 10/- each in erstwhile BPSCL. The cross holdings were transferred to JPVL Trust in which the company is the sole beneficiary.

Accordingly, 18,50,00,000 Equity Shares of Rs. 10/- each were allotted to Jaiprakash Associates Limited, the holding company and 34,40,76,923 Equity Shares of Rs.10/- each were allotted to JPVL Trust.

Consequently, the Paid up Equity Share Capital of the Company has increased to Rs. 2624.76 crores.

OPERATIONS

Your Company now has three operative Hydro-Electric Power Plants, namely,

1. 300 MW Jaypee Baspa-II Hydro-Electric Power Plant in Himachal Pradesh;

2. 400 MW Jaypee Vishnuprayag Hydro-Electric Power Plant in Uttarakhand; and

3. 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant in Himachal Pradesh. (2 units of 250 MW each commissioned in May/June, 2011).

Besides the above, your Company also has two Thermal Power Projects which are under implementation, namely,

1. 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I of 500 MW is currently under implementation).

2. 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh.

The performance of the Company's operative Plants, their plant availability and the Energy Generation during the year under report was satisfactory. The Plant Availability and Energy Generation of each of the Plants for the Financial year from 1st April, 2010 to 31st March, 2011 were as under:

Plant Plant Availability (%) Generation (Million Units) Net Saleable Energy

BASPA-II 98.92% 1291.61

(300 MW)

Vishnuprayag 98.84% 1757.26

(400 MW)

The tariff for Baspa-II Plant for the year under report, as per the Multi Year Tariff (MYT) Order dated 30th March, 2009 and in accordance with the Power Purchase Agreement (PPA), works out to Rs. 2.68 per unit. The generation of the energy of Baspa-II plant during the year was 1467.74 MUs including 12% Free Power to Himachal Pradesh

State Electricity Board/ Government of Himachal Pradesh. The Net Saleable Energy during the year was 1291.61 MUs, out of which 1050.06 MUs was Primary Energy and 155 MUs was Secondary Energy. The Plant recorded the highest level of power generation since commencement of commercial operations. This resulted in an additional supply of 86.55 Million Units to HPSEB without any charges, besides their entitlement to 12% free power.

The tariff for the year under report for 400 MW Vishnuprayag Plant works out to Rs.2.20 per unit. The total generation including 12% free Power to State Government was 2022.69 MUs. The Net Saleable Energy was 1757.26 MUs out of which Saleable Primary Energy was 1545.88 MUs and saleable Secondary Energy was 211.38 MUs.

The Directors of your Company are pleased to report that out of the 1000 MW (4 x 250 MW) capacity of Jaypee Karcham Wangtoo Hydro Electric Plant, first unit of 250 MW was commissioned on 26th May, 2011, second unit of 250 MW was commissioned on 23rd June, 2011 and third and fourth units of 250 MW each are expected to be commissioned during the quarter ending 30th September, 2011. Accordingly, 1000 MW Jaypee Karcham Wangtoo Hydro-Electric plant of the Company would become the largest operating Hydro-electric Plant in private sector in the Country.

The details of the Plant Availability and Energy Generated for all the three Plants for the period from 1st April, 2011 to 31st July, 2011 were as under:

Plant Plant Availability (%) Generation (Million Units)

Net Saleable Energy

BASPA-II HEP 99.97% 602.96

(300 MW)

VISHNUPRAYAG 99.96% 857.19

HEP (400 MW)

KARCHAM 98.29% 599.48

WANGTOO HEP (Unit-I commissioned

(1000 MW) on 26th May, 2011)

(Unit-II commissioned on

23rd June, 2011)

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

As the members are already aware, your Company is implementing 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh for which all major statutory approvals, required at the current stage of the project, have been obtained. Total requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks.

Orders for Steam Generator and Steam Turbine Generator have already been placed with L&T- MHI and Larsen & Toubro Limited and the supply of the plant and machineries from the suppliers is in progress.

The Company has since achieved its Financial Closure for the said Project and the entire debt of Rs. 5670 crore has been tied up and the financing documents have since been executed. As on 31st July, 2011, an amount of approx. Rs.1568 crore has already been incurred on the Project.

Unit-I of the project is scheduled for commissioning in April, 2013 and Unit-II is likely to be commissioned in October, 2013.

1250 MW JAYPEE BINA THERMAL POWER PLANT

Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt. Sagar (M.P.) being implemented by erstwhile Bina Power Supply Company Limited, now stands merged with your Company. 1250 MW coal based Thermal Power Plant is being implemented in two phases, first phase (2 x 250 MW) is expected to be commissioned by March/ June, 2012.

All statutory approvals required at the current stage of the project are in place. First phase of the project has been appraised by the Banks and Financial Institutions with IDBI Bank as lead Bank. Financial closure for the project has already been achieved and the entire debt of Rs.1928 crores has been tied up and the financial documents have been executed.

Central Coalfields Ltd. and South Eastern Coalfields Ltd. have issued Letters of Intent for Coal supplies and Fuel Supply Agreements are expected to be signed shortly.

Power Purchase Agreement has been executed on 5th January, 2011 with MP Power Trading Corporation Limited and the Company shall supply 70% of installed capacity of Phase-I for 25 years at the rate determined by the appropriate Regulatory Commission, which is inclusive of 5% of net power generated to be supplied at variable energy charges to Government of Madhya Pradesh / MP Power Trading Corporation Limited. Balance installed capacity will be available for sale to other parties for which requisite arrangements are being made.

Boiler, Turbine and Generator has been sourced from BHEL and implementation of the project is satisfactory to achieve scheduled commissioning of the first unit in the current financial year.

An expenditure of approx. Rs.2183 crores has been incurred on the project till 31st July, 2011.

240 MW KERALA THERMAL POWER PROJECT

Your Company did not pursue 240 MW Thermal Power Project in Kerala, since the major part of the land leased by Kerala Industrial Infrastructure Development Corporation to the Company fell under Coastal Regulatory Zone which could not be permitted by the Ministry of Environment and Forest for setting-up of the said project or for allowing any further industrial activity. Your Company has since obtained refund of lease premium amount including annual license fee by surrendering lease of the land to the respective authority.

VERIFIED EMMISSION REDUCTIONS (VERs)

Your Company sold 3,50,000 VERs in respect of Jaypee Baspa-II Hydro-electric Plant during the year for Rs.8.19 crores. As for Jaypee Vishnuprayag Hydro-electric Plant, sale consideration in respect of 14,60,564 VERs aggregating Rs.30.02 crores was received during the year under report. Further, the Company's 1000 MW Jaypee Karcham Hydro-electric Plant in the State of Himachal Pradesh and 1320 MW Jaypee Nigrie Super Thermal Power Project in the State of Madhya Pradesh shall be eligible for CERs under Clean Development Mechanism (CDM).

DIVIDEND

In order to conserve resources for meeting the Company's expansion plans/investment in subsidiaries executing Thermal and Hydro- Power Plants, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2010-11.

SUBSIDIARY COMPANIES

The Company has following subsidiaries:-

1. Jaypee Powergrid Limited.

2. Jaypee Arunachal Power Limited.

3. Prayagraj Power Generation Company Limited.

4. Sangam Power Generation Company Limited.

5. Jaypee Meghalaya Power Limited.

The Directors wish to report that your Company through its subsidiaries is implementing Power Projects with an aggregate capacity of 9200 MW comprising of (3920 MW Hydro and 5280 MW Thermal) besides a 213 Km long Transmission System.

Status of the projects being implemented through aforesaid subsidiaries is summarised below:

1. Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, a Central Government Power Utility Undertaking, is setting up 213 Km long 400 Kv Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing Baspa-Jhakri double circuit line.

LILO line is being used for evacuation of power generated from 1000 MW Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at Abdullapur and Line Reactors at power station switchyard have also been commissioned by JPL, the entire transmission line is expected to be completed in all respects in the current financial year leading to complete commissioning of the Project.

An expenditure of Rs. 831 crores has been incurred on the project till 31st July, 2011.

JPL has since filed Tariff Petition with the Central Electricity Regulatory Commission for determining of Transmission Tariff.

2. Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for Detailed Project Report and Defence clearance has already been obtained. Detailed Project Report for this project has been concurred by Central Electricity Authority with the estimated completion cost of Rs 19990.74 crores. JAPL is in the process of obtaining clearance from the Ministry of Environment and Forest.

For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence Clearance. JAPL is in the process of obtaining CEA concurrence for Detailed Project Report and clearance from the Ministry of Environment and Forest.

While an amount of around Rs. 184 crore has been spent on the 2700 MW Lower Siang Hydro-Electric Project till 31st July, 2011, around Rs.23 crore has been spent on 500 MW Hirong Hydro- Electric Project till 31st July, 2011.

3. Prayagraj Power Generation Company Limited (PPGCL)

Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh.

During the year under report, PPGCL had awarded a contract for carrying out civil, structural & architectural work of its project. Order for Boiler, Turbine and Generator (BTG) has already been placed with BHEL. Various Statutory/Regulatory approvals have been/are being obtained. Financial Closure for entire debt of Rs. 8085 Crore has been achieved. The phase-I of the project is planned for commissioning by June, 2015. The works on the project are progressing satisfactorily.

An expenditure of approx. Rs.1556 crores has been incurred on the project till 31st July, 2011.

4. Sangam Power Generation Company Limited (SPGCL)

Sangam Power Generation Company Limited acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW – (3 x 660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh.

SPGCL is in the process of obtaining various approvals.

5. Jaypee Meghalaya Power Limited (JMPL)

Your Company has entered into Memorandum of Agreement with Government of Meghalaya for development and implementation of 270 MW Umngot in the Umngto River Basin of Meghalaya and 450 MW Kynshi-II Hydro-electric Power Projects in the Kynshi River Basin of Meghalaya. In terms of said Memorandum of Agreement, 270 MW Umngot and 450 MW Kynsi-II Hydro-electric Power Projects are to be implemented through a Special Purpose Vehicle. For this purpose, Jaypee Meghalaya Power Limited was incorporated on 26th August, 2010 by your Company as its wholly owned subsidiary to implement the said Projects on BOOT (Build, Own, Operate and Transfer) basis. Your Company alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

Project transfer agreement was signed between your Company and Jaypee Meghalaya Power Limited on 1st January, 2011 and accordingly, both 270 MW Umngot and 450 MW Kynsi-II Hydro- electric Power Projects were transferred in the name of Jaypee Meghalaya Power Limited.

CONSOLIDATED FINANCIAL STATEMENTS

A statement under Section 212 of the Companies Act, 1956 in respect of the subsidiaries of the Company is annexed and forms an integral part of the Annual Accounts. The consolidated financial statements of the Company and its subsidiary companies are prepared in accordance with Accounting Standards (AS-21) "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report.

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, a general exemption has been granted by the Central Government for not attaching the Balance Sheets of the subsidiary companies, as was required under the provisions of Section 212 of the Companies Act, 1956 provided certain conditions as mentioned in the above said circular are fulfilled, which are as under:-

i. The Company shall present in the Annual Report the consolidated financial statements of holding company and all subsidiaries duly audited by its Statutory Auditors;

ii. The Consolidated Financial Statements shall be prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India; and

iii. The Company shall disclose in the consolidated Balance Sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend;

The Board in its meeting held on 11th August, 2011 had consented for not attaching the Balance Sheets in respect of the subsidiaries of the Company. Accordingly, the requisite information for each subsidiary has been disclosed. The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders/investors of the Company/subsidiary companies seeking such information.

The annual accounts of the subsidiary companies will also be kept for inspection by the shareholders in Company's Corporate Office and also that of the subsidiaries. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jppowerventures.com.

The Directors of your Company are of the opinion that the subsidiaries of your Company have bright future.

OUTLOOK

Keeping in view the performance of the two Hydro-Electric Power Plants of the Company, viz. 300 MW Baspa-II Hydro- Electric Power Plant, 400 MW Vishnuprayag Hydro-Electric Power Plant, full generation from 1000 MW Karcham Wangtoo Hydro- Electric Power Plant during the next year, commissioning of 500 MW Jaypee Bina Thermal Power Plant and the Company's further expansion in Hydro Power and Thermal Power enabling the Company (including its subsidiaries) to generate aggregate power capacity of 13,470 MW, the Directors of your Company envisage a bright future outlook for the Company in the Power Sector.

DIRECTORATE

Shri J.N. Gaur resigned from the office of Director with effect from 30th September, 2010 and also ceased to be the Whole-time Director with effect from the said date after serving three terms of five years each. The Board places on record its appreciation for the valuable contribution of Shri J.N. Gaur during his tenure as Director/ Whole- time Director of the Company more particularly during the period of construction of Baspa-II project and its smooth operation.

Shri Praveen Kumar Singh was co-opted on the Board with effect from 30th October, 2010 in the casual vacancy caused due to resignation of Shri J.N. Gaur. Shri Praveen Kumar Singh has also been appointed as Whole-time Director of the Company with effect from 12th August, 2011.

Life Insurance Corporation of India (LIC) withdrew the nomination of Shri B.K. Gupta as Nominee Director with effect from 1st March, 2011 and Dr. E.R.C. Shekar resigned from the office of Director of the Company with effect from 8th May, 2011. The Board places on record its appreciation for the valuable contribution of Shri B.K. Gupta (Nominee Director – LIC) and Dr. E.R.C. Shekar, during their tenure as Directors on the Board.

Shri S.K. Jain and Dr. D.G. Kadkade have resigned from the office of Director of the Company with effect from 9th August, 2011. The Board places on record its deepest appreciation for the valuable contribution of Shri S.K. Jain who was associated with Baspa-II project right from day one and that of Dr. D.G. Kadkade, during their tenure as Directors on the Board.

Shri Dharam Paul Goyal and Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha were co-opted on the Board with effect from 12th August, 2011 in casual vacancies caused due to resignation of Shri S.K. Jain and Dr. D.G. Kadkade respectively. Shri D.P. Goyal and Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha have also been appointed as Whole- time Directors of the Company with effect from 12th August, 2011.

Shri G.P. Gaur was appointed as Whole-time Director of the Company for a period of 5 years with effect from 1st February, 2011. He resigned from the office of Whole-time Director with effect from 30th June, 2011. He, however, continues to be Non-Executive Director of the Company. The Board places on record its appreciation for the valuable contribution of Shri G.P. Gaur during his tenure as Whole- time Director of the Company.

Shri Sunil Kumar Sharma, Dr. R.C. Vaish, Shri B.K. Taparia, Dr. R.L. Gupta and Shri R.K. Narang would retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The status of compliance of Corporate Governance Voluntary Guidelines, 2009, of the Ministry of Corporate Affairs, Government of India, is given in Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certification by the CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31st March, 2011:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2011 and the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company did not invite/accept any Fixed Deposits from the public during the year under report.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) (Amendment) Rules, 2011 is annexed to this report and forms integral part of this report.

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

Particulars in respect of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March, 2011, are annexed and form as integral part to this report.

AUDITORS' REPORT

The Auditors' Report to the shareholders on the Accounts of the Company for the financial year ended 31st March, 2011 does not contain any qualification.

The observations of Auditors' and Notes on Accounts are self- explanatory.

AUDITORS

M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

As required under the provisions of Section 224 (1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

COST AUDITORS

Ministry of Corporate Affairs, Cost Audit Branch vide Order No. 52/26/ CAB-2010 dated 2nd May, 2011 has mandated your Company, being an Electricity Industry, to appoint Cost Auditors since your Company's aggregate value of net worth exceeds Rs. 5 crores, aggregate value of turnover exceeds Rs.20 crores and the Company's Equity & Debt were listed at Stock Exchanges. Accordingly, the Board of Directors of your Company, upon recommendations of the Audit Committee, had appointed M/s. Kabra & Associates, a firm of Cost Accountants, as Cost Auditors for the Financial Year 2011-12 for auditing the Cost Accounting Records of the Company. In terms of the Companies (Cost Audit Report) Rules, the Cost Auditor is required to file his report to the Central Government within 180 days from the close of the Company's financial year to which the report relates.

As required under the provisions of Section 224 (1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost Auditors to the effect that their appointment was in conformity with the limits specified in the said Section.

PERSONNEL AND INDUSTRIAL RELATIONS

The industrial relations continued to be cordial. The Directors wish to place on record their sincere appreciation for the contribution of the workers and officers of the Company at all levels.

ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, Govt. of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh, Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of Meghalaya, HPSEB, CERC, HPERC, UPERC, UPPCL, Financial Institutions, Banks, Rating Agencies, SBI Capital Markets Limited and other authorities for their continued co-operation and support to the Company.

The Board sincerely acknowledges the faith and confidence reposed by the shareholders in the Company.

On behalf of the Board

Place: Noida MANOJ GAUR

Date : 11th August, 2011 Chairman

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