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Directors Report of Jaiprakash Power Ventures Ltd.

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

 
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