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Notes to Accounts of Jaiprakash Power Ventures Ltd.

Mar 31, 2016

Note 1 - Equity shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestments, including terms and amounts

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCBs) of US$ 1 Lac each aggregating to US$ 2,000 Lacs at par on 12.02.2010. These Bonds were convertible at the option of the bondholders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

The bonds were redeemable at maturity on 13.02.2015 at a YTM of 7% p.a inclusive of coupon rate of 5% p.a. No conversion has taken place up to 31.03.2016. The status of FCCBs has been mentioned at note 6.12.

No shares have been reserved for issue under options and contracts / commitments for the sale of shares / disinvestments other than above.

Note 2 - Aggregate number and class of equity shares allotted as fully paid up pursuant to contract without payment being received in cash, allotment by way of bonus shares or shares bought back

Note 3. - The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

The Company has issued only one class of equity shares having a par value of Rs. 10/- per share which rank pari-passu in all respects including voting rights and entitlement to dividend.

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

The Authorized Share Capital provides for Preference Share at a par value of Rs. 100/- each. The Company has so far not issued any Preference Share.

Note 4 - Equity Shares in respect of each class in the Company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate 1,78,30,00,600 Equity shares are held by Jaiprakash Associates Limited, the holding company.

8,56,47,637 Equity shares are held by Jaypee Infra Ventures (A Private Company with unlimited liability), associate company of Jaiprakash Associates Limited.

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCBs) of US$ 1 Lac each aggregating to US$ 2,000 Lacs at par on 12.02.2010. These Bonds were convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

The bonds were redeemable at maturity on 13.02.2015 at a YTM of 7% p.a inclusive of coupon rate of 5% p.a. No conversion has taken place up to 31.03.2016. The status of FCCBs has been mentioned at note 6.12.

Note 5 - Calls unpaid (showing aggregate value of calls unpaid by directors and officers)

There are no calls unpaid including by directors and officers of the Company.

Note 6 - Forfeited shares (amount originally paid up)

The Company has not forfeited shares.

Note 4 - Reserves and Surplus

Security for Term Loans and Working Capital limits

7 400 MW Jaypee Vishnuprayag HEP :

Rupee Term Loans and Foreign Currency Loans aggregating to Rs.84,708.53 Lacs (Previous Year-Rs.78,272.95 Lacs) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad Bank, Dena Bank, IDBI Bank Ltd., and Power Finance Corporation Ltd., by way of :

(i) First charge on 400 MW Vishnuprayag HEP''s present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature ; and

(ii) First charge on 400 MW Vishnuprayag HEP''s all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP document.

The loans are inter-alia also secured by way of:

(i) First charge on 400 MW Vishnuprayag HEP''s all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by JAL on pari-passu basis with lenders of Nigrie Super Thermal Power Plant (except for term loan of Rs.25,000 Lacs disbursed by State Bank of India); and

(iv) Corporate Guarantee furnished by JAL, the Holding Company, for outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2016 amounting to US$ 38.53 Lacs (Previous Year US$ 69.35 Lacs ).

8 500 MW Jaypee Bina Thermal Power Plant:

6.2(a) Rupee Term Loans outstanding of Rs.1,79,115 Lacs (Previous Year Rs.1,92,861.80 Lacs) availed out of sanctioned amount of Rs. 2,25,800 Lacs (original Rs.1,92,800 Lacs and additional Rs.33,000 Lacs) from consortium of Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari-passu among all the participating Institutions and Banks viz. Punjab National Bank, Union Bank of India, Allahabad Bank, Canara Bank, Central Bank of India, State Bank of Patiala, State Bank of Hyderabad, IDBI Bank Ltd., ICICI Bank Ltd. and The Jammu and Kashmir Bank Ltd., are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to Jaypee Bina Thermal Power Plant and

(ii) Pledge of 648.09 Lacs equity shares (Previous Year 648.09 Lacs equity shares) of the Company held by JAL , on pari passu basis among the lenders. 6.2(b) The aforesaid security ranks pari-passu with working capital lenders (i.e. IDBI Bank Limited, State Bank of Patiala and Jammu & Kashmir Bank Ltd.) for working capital limits of Rs. 39,100 Lacs (Previous Year Rs.39,100 Lacs). Fund based limit outstanding Rs.17,636.32 Lacs (Previous Year Rs.16,650.84 Lacs) and Bank Guarantees/ LCs outstanding of Rs.2,167.11 Lacs (Previous Year Rs.5,457.67 Lacs).

9 1320 MW Jaypee Nigrie Super Thermal Power Plant:

6.3(a) Financial assistance outstanding of Rs.7,24,168.82 Lacs (Previous Year Rs.7,19,074.71 Lacs) availed out of sanctioned amount of Rs.7,31,500 Lacs (Original Rs. 4,82,110 Lacs, External Commercial Borrowing (ECB) amounting to Jap. Yen 15.30 Billion equivalent to Rs. 84,890 Lacs (exchange rate of agreement date) & additional Rs.1,64,500 Lacs) and short term financial assistance of Rs.15,640 Lacs (Previous Year Rs. Nil) out of sanctioned amount of Rs. 16,500 Lacs from consortium of Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari-passu among all the participating Institutions and Banks viz. Punjab National Bank, Canara Bank, Central Bank of India, Oriental Bank of Commerce, Bank of Baroda, Bank of Maharashtra, Indian Overseas Bank, Syndicate Bank, UCO Bank, United Bank of India, State Bank of Bikanar & Jaipur, State Bank of Patiala, State Bank of Hyderabad, Corporation Bank, IDBI Bank Ltd., ICICI Bank Ltd., IDFC Bank Ltd. and LIC of India, are secured by way of :

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to the Jaypee Nigrie Super Thermal Power Plant ;

(ii) Pledge of 6,291 Lacs equity shares (Previous Year - 6,291 Lacs equity shares) of the Company held by JAL on pari-passu basis with lenders of Jaypee Vishnuprayag HEP and

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company for the additional loan of Rs.1,64,500 Lacs in addition to above securities.

10(b) The working Capital facilities of Rs.60,000 Lacs sanctioned by ICICI Bank Ltd, Punjab National bank Ltd and IDBI Bank Ltd.(Previous Year Rs.60,000 Lacs ) are secured by pari-passu charge on the assets as per note 6.3 (a) (i) & 6.5. Fund based limit outstanding of Rs.37,060.46 Lacs (Previous Year-Rs. 25,177.95 Lacs) and Bank Guarantees outstanding of Rs.9,423.30 Lacs (Previous Year Rs.14,055.87 Lacs).

11 Jaypee Nigrie Cement Grinding Unit:

Rupee Term Loan of Rs. 5,000 Lacs (Previous Year-Rs.5,000 Lacs) availed out of sanctioned amount of Rs.5,000 Lacs by Canara Bank are secured by way of; first ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to the Jaypee Nigrie Cement Grinding Unit.

Amelia (North) Coal Mine:

Financial assistance of Rs. 34,885 Lacs (Previous Year -Rs.9,000 Lacs ) availed from consortium of Banks viz ICICI Bank Ltd., IDBI Bank Ltd., United Bank of India, Central Bank of India, State Bank of Patiala, Syndicate Bank, Indian Overseas Bank, Oriental Bank of Commerce, State Bank of Hyderabad, State Bank of Bikaner & Jaipur , Canara Bank, Bank of Baroda out of proposed debt amount of Rs.55,600 Lacs and the Bank Guarantee facilities of Rs.14,295.23 Lacs by ICICI Bank. Bank Guarantees outstanding of Rs.23,295.23 Lacs (Previous Year -Rs.23,295.23)given by ICICI Bank on fronting basis (which is inclusive of Rs. 14,295.23 lacs of ICICI Bank plus Counter Bank Guarantee of Rs. 9,000 Lacs given by Punjab National Bank out of working capital facilities of Jaypee Nigrie Super Thermal Power Plant), for Amelia ( North) Coal Mine are secured by way of :

First charge on the assets of Amelia (North) Coal Mine ranking pari passu with the term and working capital Lenders of Jaypee Nigrie Super Thermal Power Plant( except assets which are specifically financed under equipment finance facility which shall be excluded from security package) on reciprocal basis.

Rupee Term Loan/Corporate Loan:

(i) Rupee Term Loan of Rs.1,00,000 Lacs sanctioned by State Bank of India, is secured by way of residual charge on all movable and immovable fixed assets of the Company on pari-passu basis with, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs.15,000 Lacs by IDBI Bank, Corporate Loan of Rs 50,000 Lacs by ICICI Bank, pledge of

1,500 Lacs equity shares of the Company held by JPVL Trust (Previous Year-1,500 Lacs equity shares) and residual charge on the assets of Prayagraj Power Generation Company Ltd (a subsidiary company). As on 31.03.2016 outstanding amount of Rupee Term Loan was Rs. 50,000 Lacs (Previous Year- Rs. 75,000 Lacs).

(ii) Rupee Term Loan of Rs.1,20,000 Lacs sanctioned by ICICI Bank, is secured by way of residual charge on all movable and immovable assets of the Company on pari-passu basis with Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs15,000 Lacs by IDBI Bank Corporate Loan of Rs 50,000 Lacs by ICICI Bank, and pledge of 3,860 Lacs equity shares of the Company held by JAL (Previous Year- 3,860 Lacs equity shares), pledge of 192.11 Lacs equity shares of the Company held by JPVL Trust (Previous Year-192.11 Lacs) and Non Disposal Undertaking for 1,021.89 Lacs equity shares of the Company held by JAL (Previous Year-1021.89 Lacs). As on 31.03.2016 outstanding amount of Rupee Term Loan was Rs. 1,14,000 Lacs (Previous Year- Rs. 1,20,000 Lacs).

(iii) Rupee Term Loan of Rs.50,000 Lacs sanctioned by ICICI Bank , is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank Corporate Loan of Rs 15,000 Lacs by IDBI Bank, pledge of 1,100 Lacs equity shares of the Company held by JPVL Trust (Previous Year- 1,100 Lacs) and residual charge on the assets of Prayagraj Power Generation Company Ltd (a Subsidiary company). As on 31.03.2016 outstanding amount of Rupee Term Loan was Rs. 13,500 Lacs (Previous Year- Rs. 44,000 Lacs).

(iv) Rupee Term Loan of Rs.15,000 Lacs sanctioned by IDBI Bank , is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs 50,000 Lacs by ICICI Bank, and pledge of 315 Lacs equity shares (Previous Year 315 Lacs) of the Company held by JPVL Trust and personal guarantee of Shri Manoj Gaur, Chairman of the Company. As on 31.03.2016 outstanding amount of Rupee Term Loan was Rs.12,865 Lacs (Previous Year- Rs. 15,000 Lacs).

(v) Rupee Term Loan of Rs.1,00,000 Lacs sanctioned by Axis Bank is secured by Corporate Guarantee from JSW Energy Limited. As on 31.03.2016 outstanding amount of Rupee Term Loan was Rs. 1,00,000 Lacs (Previous Year- Rs.94,500 Lacs).

(vi) Corporate loan of Rs.40,000 Lacs availed from ICICI Bank Limited has been repaid in full. However, pledge of 1,754.79 Lacs equity shares (Previous year - Nil) of the Company held by JAL, 332.89 Lacs equity shares (Previous year - Nil) of the Company held by JPVL Trust and residual charge ranking pari-passu with other lenders viz State Bank of India and IDBI Bank Ltd on assets of the Company are yet to be released by ICICI Bank Limited.

12. Consequent upon sanction of Scheme of Arrangement by Hon''ble High Court of Himachal Pradesh vide Order dated 25th June, 2015, all loans / liabilities of Baspa HEP & Karcham Wangtoo HEP, transferred / vested to Himachal Baspa Power Company Limited. 1,206 Lacs equity shares of the Company held by JAL pledged in favour of lenders of erstwhile Karcham Wangtoo H.E.P are pending for release by ICICI Bank Ltd.

13 Baspa HEP:

Rupee Term Loan, Foreign Currency Loans and Working Capital facilities outstanding as on 31.03.2016 is Nil (Previous year-Rs.52,143.96 Lacs). The Plant including all loans, liabilities and assets has been transferred to Himachal Baspa Power Company Ltd.(HBPCL) w.e.f. 01.09.2015, as per Scheme of Arrangement sanctioned by Honb''le High Court of Himachal Pradesh at Shimla vide order dated 25.06.2015. JSW Energy Ltd. has w.e.f 01.09.2015, acquired entire shareholding of HBPCL from the Company.

14 Karcham Wangtoo HEP:

Rupee Term Loan and Working Capital facilities outstanding as on 31.03.2016 is Nil (Previous year-Rs.5,51,476.86 Lacs). The Plant including all loans, liabilities and assets has been transferred to Himachal Baspa Power Company Ltd. (HBPCL) w.e.f. 01.09.2015, as per Scheme of Arrangement sanctioned by Honb''le High Court of Himachal Pradesh at Shimla vide order dated 25.06.2015. JSW Energy Ltd. has w.e.f 01.09.2015, acquired entire shareholding of HBPCL from the Company. 6.10 Repayment of Term Loans 6.10(a) 400 MW Jaypee Vishnuprayag HEP :

i) Rupee term loans (Rs. 1,65,000 Lacs) are repayable in 54 equal quarterly installments payable in May, August, November and February every year, which commenced from November, 2009.

ii) Foreign currency loan (USD 308.20 Lacs) is repayable in 40 equal quarterly installments payable in April, July, October and January, which commenced from July, 2007.

iii) Rupee term loan of Rs. 50,000 Lacs sanctioned by State Bank of India against securitization of future receivables of Vishnuprayag HEP is repayable in 17 structured quarterly installments payable in June, September, December and March every year, which will commence from 17th June, 2017.

15.(b) 500 MW Jaypee Bina Thermal Power Plant :

Rupee term loan (Rs. 1,92,800 Lacs) are repayable in 37 equal quarterly installments commenced from 1st January, 2014 for 74% of loan and balance 26% in 38th Installment payable on 1st March , 2023.

Rupee term loan (Rs. 33,000 Lacs) are repayable in 36 equal quarterly installments commenced from 1st January, 2014 for 72% of loan and balance 28% in 37th Installment payable on 1st January, 2023. 6.10(c) 1320 MW Jaypee Nigrie Super Thermal Power Project :

32.05% of Original Rupee Term Loans availed (Rs.4,82,110 Lacs) are repayable in 28 structured quarterly installments commencing from 15th September, 2018 and balance 67.95 % of the loan shall be a bullet repayment along with 28th installment falling due on 15th June 2025 with a option to refinance of the same.

32.05% of Additional Rupee Term Loans availed (Rs.1,64,497 Lacs) are repayable in 28 structured quarterly installments commencing from 15th September, 2018 and balance 67.95 % of the loan shall be a bullet repayment along with 28th installment falling due on 15th June 2025 with a option to refinance of the same.

Short term rupee loans availed ( Rs. 15,640 Lacs) are repayable in six equal quarterly installments commenced from 1st April, 2017.

External Commercial Borrowings availed (Japanese Yen 1,53,000 Lacs) are repayable in 20 equal half yearly installments commenced from 7th Nov, 2014.

6.10(d) Jaypee Nigrie Cement Grinding Unit:

Rupee term loan (Rs. 5,000 Lacs) are repayable in 29 structured quarterly installments commenced from June, 2016.

6.10(e) Amelia (North) coal mine:

i) 50% of the Rupee term loan (Rs.34,885 Lacs availed out of Rs. 55,600 lacs sanctioned by Consortium of Banks) are repayable in 37 structured quarterly installments commencing from 12 months from the mining commencement date/plan. Balance 50% of the loan shall be a bullet repayment along with the 37th installment.

ii) Equipment finance facility (Rs. 6,297.55 Lacs) sanctioned by SREI Equipment Finance Ltd. are repayable in 47 structured monthly installments commenced from 22 October, 2015.

6.10(f) Other Financial Assistance :

i) Rupee Term Loan of Rs.1,00,000 Lacs of State Bank of India is repayable in 4 equal annual installments payable on 30th September every year from the year 2014 to 2017.

ii) Rupee Term Loan of Rs.1,20,000 Lacs of ICICI Bank Limited is repayable in 28 structured quarterly installments commenced from September, 2015.

iii) Rupee Term Loan of Rs.50,000 Lacs of ICICI Bank Limited is repayable in 4 equal monthly installments payable on 30th April 2016, 31st May 2016, 30th June 2016 and 31st July 2016. The Company shall mandatorily prepay in part or in full from the proceeds of sale/ divestment of the Company''s Project assets and/or Bara Thermal Power Project. However, the Company has since repaid Rs. 36,500 Lacs out of divestment of Baspa & Karcham Wangtoo Plants.

iv) Rupee Term Loan of Rs. 15,000 Lacs of IDBI Bank Limited is repayable in 14 quarterly equal installments commencing from July, 2015.

v) Rupee Term Loan of Rs.1,00,000 Lacs of Axis Bank Limited is now repayable by 31st May, 2016.

16 Overdue installments and interest to Banks and Financial Institutions :

Outstanding amount of loans from banks and financial institutions as mentioned in Current Liabilities (current maturities of long term debts) as at 31.03.2016, includes repayment of principal amount of loans overdue of Rs.68,848.30 Lacs, which was due for payment up to 31.03.2016. It includes redemption of FCCBs of Rs.67,718.94 Lacs (US$ 101.421 Million) which was due for payment on 31.03.2016. Further the interest amount of Rs.15,218.32 Lacs on various loans was overdue for payment as on 31.03.2016. This was on account of following reasons:-

(i) Current Revenue of 1320 MW Jaypee Nigrie Super Thermal Power Plant is based on provisional tariff (pending final tariff determination), restricted operation as long term PPA is yet to be tied up and non-availability of coal in March, 2016, as the entire capacity i.e. 2.80 MTPA coal from Amelia Coal Mine for the year 2015-16 was already utilized up to February, 2016.

(ii) Generation of 500 MW Jaypee Bina Thermal Power Plant was adversely affected due to back down instructions received from SLDC from time to time because of lower demand of power.

(iii) The general depressed economic conditions affecting the power plants in the country.

On the date of adoption of accounts by the Board of Directors, principal amount of loans over due have been paid except for FCCBs of Rs.67,718.94 Lacs for which the Company is in discussions with the Bondholders for redemption of outstanding FCCBs either from fresh FCCBs/ extending redemption period on mutually agreed terms and conditions or from financial assistance from Indian banks. The amount of interest overdue as above has been brought down to Rs.1,532.17 Lacs.

17 Unsecured Loans

i) Unsecured loan of Rs.1,000 Lacs is repayable to Government of Uttarakhand/ Uttar Pradesh, which would be paid after having decision arrived between Government of Uttar Pradesh and Government of Uttarakhand for receipt of said payment.

ii) The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCBs) of US$ 1.00 Lac each aggregating to US$ 2,000 Lac at par on 12.02.2010. These Bonds were convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

The bonds were redeemable at maturity on 13.02.2015 at a YTM of 7% p.a.(inclusive of coupon rate of 5% p.a). The Company entered into a Standstill and Voting Agreement on 3rd March, 2015 with majority of bond-holders for re-schedulement of bonds on certain terms and conditions. Reserve Bank of India had on 26th March, 2015 approved the aforesaid re-schedulement, the details whereof were incorporated in the Notes to the Financial Statements for the Financial Year 2014-15. Other existing terms & conditions of the said FCCBs remaining unchanged. Out of the total redemption amount of US$ 2,234.78 Lacs (including the yield) as on 13th February, 2015, the Company remitted an amount of US$ 1,220.57 Lacs to the bond-holders till 31.03.2016 (as detailed below), as part payment towards redemption of FCCBs in accordance with the first Standstill Agreement dated 12th February, 2015, standstill and Voting Agreement dated 3rd March, 2015 and Supplemental Trust Deed dated 31st March, 2015, executed with the said bond-holders for reschedulement of FCCBs.

The total outstanding amount in relation to FCCBs as on 31.03.2016 was US$1,014.21 Lacs, as per details given below:-

The Company paid interest @ 5% per annum up to 13th February, 2015 and interest @ 7% per annum from 14th February, 2015 to 13th February, 2016 as per terms of agreement. For the balance amount payable on or before 13th February, 2016, the Company entered into a Standstill Agreement on 11th February, 2016 valid up to 31st March, 2016 and the Company is under discussions with the bond-holders for redemption of balance amount and/ or restructuring proposal by way of elongation of maturity and/or redemption from the proceeds of fresh issuance of FCCBs.

No conversion of the FCCBs has taken place up to 31.03.2016.

Note :

1 Depreciation on Assets of Projects under implementation amounting to Rs. 568 Lacs (Previous Year 271 Lacs) has been charged to Pre-operative Expenses of New Projects pending Capitalization.

2 Other adjustment is on account of exchange fluctuation (profit) / loss on the valuation of Foreign Currency Loans for the purchase of Plant & Machinery at the exchange rate prevailing on the date of Balance Sheet.

3 Amount charged to General Reserves Rs. 12 Lacs (on a/c of mine acquired during the year) (Previous Year Rs. 1,393 Lacs) (on account of assets whose life has expired) .

2. Pursuant to Scheme of Amalgamation of erstwhile Jaypee Karcham Hydro Corporation Limited (JKHCL) and erstwhile Bina Power Supply Company Limited (BPSCL) with the Company, sanctioned by the Hon''ble High Court of Himachal Pradesh at Shimla, JPVL Trust was created on 3rd June, 2011 to hold Equity Shares allotted upon amalgamation in accordance with the share exchange ratio in terms of the said Scheme. Upon sanction of the said Scheme, the crossholdings were not cancelled and were transferred to JPVL Trust in which the Company is the sole beneficiary. Accordingly, 21,70,00,000 Equity Shares in respect of erstwhile JKHCL and 12,70,76,923 Equity Shares in respect of erstwhile BPSCL held by the Company, were transferred to JPVL Trust, as per the approved Share Exchange Ratio.

3. All Investments are trade, Long Term Investments

Note 18

Corporate Guarantee

(a) The Company has given Corporate Guarantee of US$ 1,500 Lacs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Holding Company).The principal amount of loan outstanding was US$ 1,300 Lacs as on 31.03.2016.

(b) The Company has given Corporate Guarantee of Rs.50,000 Lacs in favour of State Bank of India, for the short term loan granted by them to Prayagraj Power Generation Company Limited (a subsidiary of the Company).The principal amount of loan outstanding was Rs.8,843 Lacs as on 31.03.2016.

(c) The Company has given Corporate Guarantee of Rs.50,000 Lacs in favour of State Bank of India, for Optionally Convertible Sub Debt underwritten/ granted by them to Prayagraj Power Generation Company Limited (a subsidiary of the Company). The principal amount of loan outstanding was Rs.50,000 Lacs as on 31.03.2016.

Note 19

(i) 900 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 900 Lacs) held by the Company of Jaypee Power grid Ltd.

(Subsidiary Company) are pledged with Security Trustees,IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd. 16,183.27 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year-14,398.27) held by the Company of Prayagraj Power Generation Co. Ltd. (Subsidiary Company) are pledged with Security Trustees, SBI Cap Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Prayagraj Power Generation Co. Ltd.

ated Party Disclosures, as required in terms of ''Accounting Standard [AS] 18'' are given

Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

(a) Holding Company

Jaiprakash Associates Limited

(b) Subsidiary Companies:

(1) Jaypee Powergrid Limited

(2) Sangam Power Generation Company Limited

(3) Prayagraj Power Generation Company Limited

(4) Jaypee Arunachal Power Limited

(5) Jaypee Meghalaya Power Limited

(6) Himachal Baspa Power Company Limited (Ceased to be subsidiary w.e.f. 08.09.2015 and transactions made up to 31.08.2016, as perSupplemental Agreement dated 31.08.2015 to Securities Purchase Agreement dated 16.11.2014 executed with JSW Energy Ltd.)

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

(c) Fellow Subsidiary Companies:

(1) Jaypee Ganga Infrastructure Corporation Limited

(2) Himalyan Expressway Limited

(3) Jaypee Infratech Limited

(4) Jaypee Cement Corporation Limited(JCCL)

(5) Bhilai Jaypee Cement Limited

(6) Gujarat Jaypee Cement & Infrastructure Limited

(7) Jaypee Agra Vikas Limited

(8) Jaypee Fertilizers & Industries Limited

(9) Jaypee Assam Cement limited

(10) Himalayaputra Aviation Limited

(11) Jaypee Healthcare Limited (subsidiary of Jaypee Infratech Limited)

(12) Jaypee Cement Cricket (India) Limited

(13) Jaypee Cement Hockey (India) Limited

(14) Jaiprakash Agri Initiatives Company Limited (subsidiary of JCCL)

(15) Jaypee Sports International Limited (JPSI)-ceased to be subsidiary of JAL as it amalgamated into JAL on 16.10.2015 w.e.f the Appointed Date 01.04.2014

(d) Associate Companies / Concerns :

(1) Jaypee Infra Ventures (A Private Company with unlimited liability)

(2) Jaypee Development Corporation Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(3) JIL Information Technology Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(4) Gaur & Nagi Limited (subsidiary of JIL Information Technology Limited)

(5) Indesign Enterprises Pvt. Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(6) Jaypee Uttar Bharat Vikas Private Limited (JV Associate Co.)

(7) Kanpur Fertilisers and Cement limited (JV Associate Co.)

(8) Jaypee International Logistics Company Private Limited[(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)] (under process of striking off under Section 560 of the Companies Act, 1956)

(9) Tiger Hills Holiday Resort Private Limited (subsidiary of Jaypee Development Corporation Limited)

(10) Anvi Hotels Private Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)](under process of striking off under Section 560 of the Companies Act, 1956)

(11) Ibonshourne Limited (subsidiary of Indesign Enterprises Pvt. Limited w.e.f 11.01.2016)

(12) RPJ Minerals Private Limited

(13) Sarveshwari Stone Products Pvt. Ltd. (subsidiary of RPJ Minerals Private Limited)

(14) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private Limited)

(15) Sonebhadra Minerals Private Limited

(16) MP Jaypee Coal Limited (JV Associate Co.)

(17) Madhya Pradesh Jaypee Minerals Limited (JV Associate Co.)

(18) MP Jaypee Coal Fields Limited (JV Associate Co.)

(19) Jaiprakash Kashmir Energy Limited(under process of striking off under Section 560 of the Companies Act, 1956)

(20) Jaypee Hotels Limited (KMP based Associate Company)

(21) Jaypee Mining Venture Private Limited (KMP based Associate Company)

(22) Ceekay Estate Private Limited (KMP based Associate Company).

(23) Pac Pharma Drugs and Chemicals Private Limited (under process of striking off under Section 560 of the Companies Act, 1956) (KMP based Associate Company)

(24) Akasva Associates Private Limited (KMP based Associate Company)

(25) Jaiprakash Exports Private Limited (KMP based Associate Company)

(26) Bhumi Estate Developers Private Limited (KMP based Associate Company)

(27) Jaypee Technical Consultants Private Limited (KMP based Associate Company)

(28) Andhra Cements Limited (subsidiary of Jaypee Development Corporation Limited)

(29) Jaypee Jan Sewa Sansthan (''Not for profit'' Private limited Company) (KMP based Associate Company)

(30) Think Different Enterprises Private Limited (KMP based Associate Company)

(31) Dixit Holdings Private Limited (KMP based Associate Company)

(32) iValue Advisors Private Limited (KMP based Associate Company)

(33) JC World Hospitality Private Limited (KMP based Associate Company)

(34) JC Wealth & Investment Private Limited (KMP based Associate Company)

(35) C K World Hospitality Private Limited (KMP based Associate Company)

(36) Librans Venture Private Limited (KMP based Associate Company)

(37) Librans Real Estate Private Limited (KMP based Associate Company)

(e) Key Management Personnel:

Jaiprakash Power Ventures Limited

(1) Shri Manoj Gaur, Chairman

(2) Shri Sunil Kumar Sharma, Vice Chairman and CEO

(3) Shri Suren Jain, Managing Director and CFO

(4) Shri Parveen Kumar Singh, Whole-time Director

Guarantees given by the holding company on behalf of the Company and guarantee given by the Company on behalf of the holding company have been mentioned elsewhere in the Notes to Financial Statements.

Note 20

(a) Provident Fund - Defined Contribution Plan

Employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and Employees Deposit Linked Insurance charges Rs.378 Lacs during the period (Previous Year - Rs.334 Lacs) and Rs. Nil (Previous Year - Rs.28 Lacs) booked in Incidental Expenses during construction pending capitalization.

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS 15(revised). Jaiprakash Associates Limited {JAL} (the Company''s holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March, 2009 for JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the Company is participating in the Trust Fund by contributing its liability accrued up to the close of each financial year to the Trust Fund.

(c) Leave Encashment - Defined Benefit Plans - Provision has been made as per Actuarial Valuation.

Note 21

(a) As there is no taxable profit/ book profit for the period up to 31st March, 2016 no income tax amount/ MAT has been provided for the period up to 31st March, 2016.

(b) The Company has provided deferred tax assets (net) of Rs.27,489 Lacs (Previous year Rs.-716 Lacs) for the year ended 31st March, 2016.

(c) The MAT Credit Entitlement of Rs. 1,548 Lacs, which has expired has been reversed under the head in ''Surplus'' in Note No.4 (Reserves and Surplus), as the same was created out of surplus during FY 2011-12.

Note 22 Statutory Auditors'' Remuneration:

Details of remuneration (including Service Tax) paid to Statutory Auditors'' :

Note 23

To ensure coal availability for 1,320 MW Jaypee Nigrie Super Thermal Power Plant (JNSTPP), the Company participated in e-auction of coal mine conducted by Govt. of India and was allotted Amelia (North) Coal Mine in terms of Vesting Order of 23rd March, 2015. After execution of Mining lease agreement on 25th May, 2015, the Collector, Distt. Singrauli (M.P) allowed mining activities vide order dated 26th May, 2015, where after Amelia Coal Mine started mining operations. The acquisition cost of mine, mine related expenses, plant & machinery purchased from the previous mine operator and contractor i,e M.P. Jaypee Minerals Ltd (Joint Venture company of Jaiprakash Associates Ltd) and Jaiprakash Associates Ltd (the Holding company) respectively have been capitalized from the date of mine acquisition.

Note 24

In compliance of Accounting Standard-2, the Company has provided liability of Excise Duty amounting to Rs.16 Lacs (Previous year-Nil) on the stocks of Finished Goods lying at works. However, there is no impact on profit/(loss) for the current year.

Note 25

(i) The Scheme of Arrangement for transfer of businesses in relation to two of the Company''s operating Hydro-electric 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, was sanctioned by the Hon''ble High Court of Himachal Pradesh at Shimla, vide order dated 25.06.2015. Consequent upon filing of the aforesaid Scheme of Arrangement with Registrar of Companies, Chandigarh the said Scheme became effective w.e.f. 1st September,2015. Accordingly, the businesses, in respect of Baspa-II Hydro electric plant and Karcham Wang too Hydro electric plant along with their assets, liabilities, rights and interests, obligations etc stood transferred and vested in Himachal Baspa Power Company Limited (HBPCL) w.e.f. 1st September, 2015, against consideration of securities ( 12,500.50 Lacs Equity Shares of Rs.10/ each and 2,500 Non Convertible Debentures of Rs.100 each).

The Company, has concluded the Sale of Securities of Himachal Baspa Power Company Limited (HBPCL) to JSW Energy Limited at an Enterprise Value (EV) of Rs.9700 crores reduced by mutually agreed adjustments, including inter-alia Rs.300 crores which is payable upon receipt of certain additional consents and approvals

Note 26

related to the Karcham Wangtoo HEP Project debt of Baspa HE Plant and Karcham Wangtoo HE Plant has been transferred to HBPCL. The proceeds from sale of aforesaid securities were utilised for reducing Company''s debts. Consequent to sale of securities to JSW Ltd. the Company has earned profit of Rs. 103 Crs which has been shown as income from sale of securities as an exceptional item.

(ii) The carrying amount of the assets of Baspa HEP and Karcham HEP were Rs. Nil (Previous year-Rs.1,48,384 Lacs), Rs. Nil (Previous year-Rs.6,79,520 Lacs) respectively and its liabilities were Rs. Nil (Previous year-Rs.1,09,464 Lacs), Rs.Nil (Previous year-Rs.5,70,970 Lacs) respectively. The operating results of Baspa HEP and Karcham Wangtoo HEP are for the period from 01.04.2015 to 31.08.2015. The following statement shows the revenue and expense of continuing and discontinuing operations.

Expenditure incurred on Corporate Social Activities (CSR)

Gross amount of Rs. 349 Lacs (Previous year-Rs.593 Lacs) was required to be spent by the Company on the activities of CSR, as per schedule VII and as per provisions of Companies Act, 2013, whereas the Company has spent Rs.378 Lacs (Previous year-Rs.604 Lacs). Amount spent during the year:

Note 27

(a) The External Commercial Borrowings (ECBs) outstanding JPY 1,30,050 Lacs as on 31.03.2016 are fully hedged (JPY to USD) in respect of coupon as well as repayment. USD to INR portion has been hedged for 50% of outstanding i.e. JPY 65,025 Lacs (equivalent to USD 593.84 Lacs) and balance 50% portion is unheeded.

(b) The Company has outstanding exposure of USD 1,014.21 Lacs (unhedged) as on 31.03.2016 against Foreign Currency Convertible Bonds (FCCBs).

Note 28

(a) The Company is engaged in generation of Power (hydro & thermal), Cement grinding and Captive coal mining. The Company has been allotted Amelia Coal Block by Government of India for exertion of coal for supply to Jaypee Nigrie Super Thermal Power Plant. Further, the Company has set up Cement Grinding Unit at Jaypee Nigrie Super Thermal Power Plant, for gainful utilization of dry fly ash and as mandated by Ministry of Environment and Forests. As total assets employed in Cement Grinding Unit and Coal Mine are less than 10% of the total assets of the Company and the revenue for the same is also less than 10% of the total revenue of the Company, therefore separate segment reporting is not applicable.

(b) The operations of the Company are carried with similar economic and political conditions having similar kind of risks, therefore geographical segments are not applicable.

Note 29

In terms of ''Accounting Standard (AS) 28'', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

Note 30.

All the figures have been rounded off to the nearest rupees in lacs.

Note 31.

Previous Year’s figures have been regrouped/re-arranged , wherever considered necessary to make them conform to the figures for the current year.

1 The cash flow statement has been prepared under the indirect method as said out in the accounting standard (AS - 3) "Cash Flow Statement".

2 Unit-1 Refers to Baspa Project and Unit-II Refers to Karcham Project.

3 Previous Year’s figures have been regrouped/re-arranged , wherever considered necessary to make them conform to the figures for the current year.


Mar 31, 2015

Note 1 Basis of Preparation of Financial Statements

The financial statements are prepared under historical cost convention, on accrual basis, on the principles of going concern, in accordance with the generally accepted accounting principles, the relevant accounting standards and the relevant guidance notes issued by the Institute of Chartered Accountants of India (ICAI) and the applicable provisions of the Companies Act, 2013.

Note 2 - The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

The Company has issued only one class of equity shares having a par value of Rs. 10/- per share which rank pari-passu in all respects including voting rights and entitlement to dividend.

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

The Authorised Share Capital provides for Preference Share at a par value of Rs. 100/- each. The Company has so far not issued any Preference Share.

Note 3 - Equity Shares in respect of each class in the Company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate

1,78,30,00,600 Equity shares are held by Jaiprakash Associates Limited, the holding company.

85,647,637 Equity shares are held by Jaypee Infra Ventures (A Private Company with unlimited liability), associate company of Jaiprakash Associates Limited.

Note 4 - Equity shares reserved for issue under options and contracts/commitments for the sale of shares/ disinvestments, including terms and amounts

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCBs) of US$ 1 Lac each aggregating to US$ 2,000 Lacs at par on 12.02.2010. These Bonds were convertible at the option of the bond- holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

The bonds were redeemable at maturity on 13.02.2015 at a YTM of 7% p.a inclusive of coupon rate of 5% p.a. No conversion has taken place up to 31.03.2015. The FCCBs have been rescheduled, refer note 6.12(ii).

No shares have been reserved for issue under options and contracts/commitments for the sale of shares/ disinvestments other than above.

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCBs) of US$ 1 Lac each aggregating to US$ 2,000 Lacs at par on 12.02.2010. These Bonds were convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

The bonds were redeemable at maturity on 13.02.2015 at a YTM of 7% p.a inclusive of coupon rate of 5% p.a. No conversion has taken place up to 31.03.2015. The FCCBs have been rescheduled, refer note 6.12(ii).

The above is based on Standstill and Voting Agreement entered into with Bondholders for reschedulement of FCCBs as approved by Reserve Bank of India and Supplemental Trust Deed executed on 31st March, 2015.

Note 5 - Calls unpaid (showing aggregate value of calls unpaid by directors and officers)

There are no calls unpaid including by directors and officers of the Company.

Note 6 - Forfeited shares (amount originally paid up)

The Company has not forfeited shares.

Note 7 - Reserves and Surplus

300 MW Jaypee Baspa II HEP:

(a) Rupee Term Loans, Foreign Currency Loans and Working Capital Facilities aggregating to Rs.52,143.96 Lacs (Previous Year- Rs.64,506.74 Lacs) and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, Punjab National Bank, UCO Bank, Oriental Bank of Commerce, Allahabad Bank, United Bank of India, IDBI Bank Ltd., IFCI Ltd.and Power Finance Corporation Ltd, by way of :

(i) First Charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature, present & future of the Baspa II HEP ; and

(ii) First charge on all the Accounts of the Baspa II HEP including but not limited to the Trust & Retention Account, Escrow Account of HPSEB and Debt Service Reserve Account and other accounts required to be created under any Project Document or contract.

The loans are inter-alia also secured by way of :

(i) First charge on Baspa II HEP's all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties, and assets of the Baspa II HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by Jaiprakash Associates Limited, (JAL) on pari- passu basis with lenders of Jaypee Vishnuprayag HEP and Jaypee Nigrie Super Thermal Power Project ; and

(iv) Corporate Guarantee furnished by Jaiprakash Associates Limited (JAL), the Holding Company, for the Deferred Payment Guarantee issued by Power Finance Corporation Ltd.for the Foreign Currency Loans under Buyers' Credit, as on 31.03.2015 amounting to Rs. 469.00 Lacs (Previous Year Rs. 2,506.66 Lacs).

(b) The aforesaid security rank pari-passu for working capital limit (Fund based and non fund based) of Rs. 6,900 Lacs sanctioned by Punjab National Bank - Shimla with personal guarantees of Shri Jaiprakash Gaur - Founder Chairman, Shri Manoj Gaur - Chairman, Shri Sunil Kumar Sharma - Vice Chairman & CEO and Shri S. K. Jain - former Director of the Company. [Outstanding cash credit limit Rs. 2,025.20 Lacs (Previous Year Rs. 2,690.06 Lacs) and Bank Guarantees/LCs Rs. 1625.50 Lacs (Previous Year Rs. 1,600 Lacs)]

(c) The Foreign Currency Loans under Buyers' Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

400 MW Jaypee Vishnuprayag HEP :

Rupee Term Loans and Foreign Currency Loans aggregating to Rs. 78,272.95 Lacs (Previous Year Rs. 95,633.98 Lacs) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad Bank, Dena Bank, IDBI Bank Ltd. and Power Finance Corporation Ltd., by way of :

(i) First charge on 400 MW Vishnuprayag HEP's present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature ; and

(ii) First charge on 400 MW Vishnuprayag HEP's all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP document.

The loans are inter-alia also secured by way of:

(i) First charge on 400 MW Vishnuprayag HEP's all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by JAL on pari-passu basis with lenders of Baspa - II HEP and Nigrie Super Thermal Power Project (except for short term loan of Rs. 9300 Lacs disbursed by State Bank of India); and

(iv) Corporate Guarantee furnished by JAL, the Holding Company, for outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2015 amounting to US$ 69.35 Lacs (Previous Year US$ 100.17 Lacs ).

1091 MW Jaypee Karcham Wangtoo HEP:

(a) The Rupee Term Loan and Working Capital assistance of Rs. 5,51,476.86 Lacs (Previous Year Rs. 5,53,117.69 Lacs) by financial institutions and banks viz. Allahabad Bank, Union Bank of India, Infrastructure Development Finance Company Ltd (IDFC Ltd), ICICI Bank Ltd.,IFCI Ltd., IREDA Ltd., LIC of India, L&T Infrastructure Finance Company Ltd, Power Finance Corporation Ltd. and PTC India Financial Services Ltd., together with all interest, cost and other charges/dues are secured by way of :

(i) First ranking pari-passu mortgage and hypothecation of all the immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Jaypee Karcham Wangtoo HEP ;

(ii) Pledge of 3,000 Lacs (Previous Year 3,000 Lacs) equity shares of the Company held by JAL on pari passu basis with the lenders of Rupee Term Loan and Working Capital facilities. Out of shares pledged, shares of Rs. 800 Lacs will be released on perfection of securities in terms of loan agreement and further shares of Rs. 200 Lacs will be released on creation of DSRA as per terms of agreement ;

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company until the creation and perfection of the Security in terms of loan agreement and

(iv) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman until the creation and perfection of the Security in terms of loan agreement.

The outstanding Rupee Term Loans availed earlier from Allahabad Bank, Bank of India, Central Bank of India, Indian Bank, IDBI Bank Ltd., IDFC Ltd., ICICI Bank Ltd., L&T Infrastructure Finance Company Ltd., Punjab National Bank, PTC India Financial Services Ltd.,SIDBI,The Jammu & Kashmir Bank Ltd. and Union Bank of India has been repaid before 31.03.2014 and securities provided to lenders by way of pledge of 1,206 Lacs equity shares of the Company held by JAL on pari-passu basis and is yet to be released by them.

6.3(b) The aforesaid Security ranks pari-passu with working capital lender (i.e. IDBI Bank Limited) for Working Capital limit of Rs. 30,500 Lacs [Outstanding Cash credit limit Rs. 15,074.39 Lacs (Previous Year Rs. 122.37 Lacs) and Bank Guarantees/LCs of Rs. 3,286.18 Lacs (Previous Year Rs. 3,007.30 Lacs)].

500 MW Jaypee Bina Thermal Power Plant:

(a) Rupee Term Loans outstanding of Rs. 1,92,861.80 Lacs (Previous Year Rs. 2,10,927 Lacs) availed out of sanctioned amount of Rs. 2,25,800 Lacs (original Rs. 1,92,800 Lacs and additional Rs.33,000 Lacs) from consortium of and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari- passu among all the participating Institutions and Banks viz. Punjab National Bank, Union Bank of India, Allahabad Bank, Canara Bank, Central Bank of India, State Bank of Patiala, State Bank of Hyderabad, IDBI Bank Ltd., ICICI Bank Ltd. and The Jammu and Kashmir Bank Ltd., are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to Jaypee Bina Thermal Power Plant and

(ii) Pledge of 648.09 Lacs equity shares (Previous Year 648.09 Lacs equity shares) of the Company held by JAL, on pari passu basis among the lenders.

(b) The aforesaid security ranks pari-passu with working capital lenders (i.e. IDBI Bank Limited, State Bank of Patiala and Jammu & Kashmir Bank Ltd.) for working capital limit of Rs. 39,100 Lacs (Previous Year Rs. 39,100 Lacs). Fund based limit outstanding Rs. 16,650.84 Lacs (Previous Year Rs. 16,218.23 Lacs) and Bank Guarantees/LCs outstanding of Rs. 5457.67 Lacs (Previous Year Rs. 2048.01Lacs).

1320 MW Jaypee Nigrie Super Thermal Power Plant:

(a) Financial assistance outstanding of Rs. 7,19,074.71 Lacs (Previous Year Rs. 6,48,066.61Lacs) availed out of sanctioned amount of Rs. 7,31,500 Lacs (Original INR 4,82,110 Lacs, External Commercial Borrowing (ECB) amounting to Jap. Yen 15.30 Billion equivalent to Rs. 84,890 Lacs (at drawl exchange rate) and additional INR Rs. 1,64,500 Lacs) from consortium of Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari-passu among all the participating Institutions and Banks viz. Punjab National Bank, Canara Bank, Central Bank of India, Oriental Bank of Commerce, Bank of Baroda, Bank of Maharashtra, Indian Overseas Bank, Syndicate Bank, UCO Bank, United Bank of India, State Bank of Bikanar & Jaipur, State Bank of Patiala, State Bank of Hyderabad, Corporation Bank, IDBI Bank Ltd., ICICI Bank Ltd., IDFC Ltd. and LIC of India, are secured by way of:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to the Jaypee Nigrie Super Thermal Power Project ;

(ii) Pledge of 6,291 Lacs equity shares (Previous Year - 6,291 Lacs equity shares) of the Company held by JAL on pari-passu basis with lenders of Jaypee Baspa - II HEP and Jaypee Vishnuprayag HEP and

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company for the additional loan of Rs. 1,64,500 Lacs in addition to above securities.

(b) The working Capital facilities of Rs. 60,000 Lacs sanctioned by ICICI Bank Ltd, Punjab National bank Ltd and IDBI Bank Ltd. (Previous Year Rs. 10,000 Lacs by IDBI Bank Ltd.) are secured by pari-passu charge on the assets of the Plant as per (i) above. Fund based limit outstanding of Rs.25,177.95 Lacs (Previous Year-Nil) and Bank Guarantees outstanding of Rs.14,055.87 Lacs (Previous Year Rs.10,000 Lacs).

Jaypee Nigrie Cement Grinding Unit:

Rupee Term Loan of Rs.5,000.00 Lacs (Previous Year Rs. Nil) availed out of sanctioned amount of Rs.10,000 Lacs by Canara Bank are secured by way of ; first ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to the Jaypee Nigrie Cement Grinding Unit.

Amelia (North) coal mine:

Financial assistance of Rs.9,000 Lacs (Previous Year - Rs. Nil) availed from ICICI Bank Ltd. out of proposed debt amount of Rs.55,600 Lacs and the Bank Guarantee facilities of Rs.14,295.23 Lacs by ICICI Bank (Previous Year Nil). Bank Guarantees outstanding of '23,295.23 Lacs given by ICICI bank on fronting basis (which is inclusive of '14,295.23 lacs of ICICI Bank plus Counter Bank Guarantee of '9,000 Lacs given by Punjab National Bank out of working capital facilities of JNSTPP). (Previous Year - Rs. Nil) for Amelia (North) Coal Mine are secured by way of :

First charge on the assets of respective coal mines ranking pari-passu with the term and working capital Lenders of JNSTPP on reciprocal basis.

Rupee Term Loan/Corporate Loan:

(i) Rupee Term Loan of Rs.1,00,000 Lacs sanctioned by State Bank of India, is secured by way of residual charge on all movable and immovable fixed assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs.98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs.15,000 Lacs by IDBI Bank, Corporate Loan of Rs.50,000 Lacs by ICICI Bank, Corporate Loan of Rs.40,000 Lacs by ICICI Bank and pledge of 1,500 Lacs equity shares of the Company held by JPVL Trust (Previous Year-1,500 Lacs equity shares). As on 31.03.2015 outstanding amount of Rupee Term Loan was '75,000 Lacs (Previous Year- Rs.1,00,000 Lacs).

(ii) Rupee Term Loan of Rs.1,20,000 Lacs sanctioned by ICICI Bank, is secured by way of residual charge on all movable and immovable assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs.98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs. 1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.15,000 Lacs by IDBI Bank, Corporate Loan of Rs.50,000 Lacs by ICICI Bank, Corporate Loan of '40,000 Lacs by ICICI Bank and pledge of 3,860 Lacs equity shares of the Company held by JAL (Previous Year 1,451.12 Lacs), pledge of 192.10 Lacs equity shares of the Company held by JPVL Trust (Previous Year-1,610 Lacs) and Non Disposal Undertaking for 1021.89 Lacs equity shares of the Company held by JAL (Previous Year-1179.20 Lacs). As on 31.03.2015 outstanding amount of Rupee Term Loan was Rs.1,20,000 Lacs (Previous Year- Rs.1,20,000 Lacs).

(iii) Rupee Term Loan of Rs.50,000 Lacs sanctioned by ICICI Bank, is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs.98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs.15,000 Lacs by IDBI Bank, Corporate Loan of Rs.40,000 Lacs by ICICI Bank and pledge of 1100 Lacs equity shares of the Company held by JPVL Trust (Previous Year NIL) (Total 4287.68 Lacs Shares of the Company to be pledged). As on 31.03.2015 outstanding amount of Rupee Term Loan was Rs.44,000 Lacs (Previous Year- 'NIL).

(iv) Rupee Term Loan of Rs.40,000 Lacs sanctioned by ICICI Bank, is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs.98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs.15,000 Lacs by IDBI Bank, Corporate Loan of Rs.50,000 Lacs by ICICI Bank and pledge of 1754.79 Lacs equity shares of the Company held by JAL (Previous year NIL) and pledge of 332.89 equity Shares of the Company held by JPVL Trust (Previous Year NIL). As on 31.03.2015 outstanding amount of Rupee Term Loan was Rs.40,000 Lacs (Previous Year- ' NIL).

(v) Rupee Term Loan of Rs.15,000 Lacs sanctioned by IDBI Bank, is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs.98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs.50,000 Lacs by ICICI Bank, Corporate Loan of Rs.40,000 Lacs by ICICI Bank and pledge of 315 Lacs equity shares (Previous Year 315 Lacs) of the Company held by JPVL Trust and personal guarantee of Shri Manoj Gaur, Chairman of the Company. As on 31.03.2015 outstanding amount of Rupee Term Loan was Rs.15,000 Lacs (Previous Year- Rs.15,000 Lacs).

(vi) Rupee Term Loan of Rs.1,10,000 Lacs sanctioned by Yes Bank, is secured by subservient charge over movable fixed asets and current assets of the Company, pledge over 30% of paid-up capital of Prayagraj Power Generation Company Limited and personal guarantee of Shri Manoj Gaur, Chairman of the Company and Shri Suren Jain, Managing Director & CFO of the Company. As on 31.03.2015 outstanding amount of Rupee Term Loan was Rs.1,06,605 Lacs (Previous Year- Rs. NIL).

(vii) Rupee Term Loan of Rs.1,00,000 Lacs sanctioned by Axis Bank is secured by Corporate Guarantee from JSW Energy Limited. As on 31.03.2015 outstanding amount of Rupee Term Loan was Rs.94,500 Lacs (Previous Year- 'NIL).

The Non-Convertible Debentures (series II) of Rs.98,259 Lacs, subscribed by ICICI Bank Limited are secured by :

(i) Residual charge on the entire fixed assets of the Company on pari-passu basis with Corporate Loan of Rs.1,00,000 Lacs by State Bank of india, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs.15,000 Lacs by IDBI Bank, Corporate Loan of Rs.50,000 Lacs by ICICI Bank, Corporate loan of '40,000 Lacs by ICICI Bank;

(ii) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman towards repayment of principal and premium on redemption of Debentures ; and

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company. Principal amount outstanding as on 31.03.2015 Rs.24,513 Lacs.

Repayment of Term Loans and Non-Convertible Debentures (a) 300 MW Jaypee BASPA-II HEP :

Rupee Term Loans (Rs.84,500 Lacs) are repayable in 56 installments payable in July, August, September and October every year, which commenced from July, 2010 except for the following variation:

Institution/Bank Repayment Schedule

IFCI Ltd

Repayment in 54 equal installments in July, August, September and October each year w.e.f. September, 2010

(b) 400 MW Jaypee Vishnuprayag HEP :

i) Rupee Term Loans (Rs.1,65,000 Lacs) are repayable in 54 equal quarterly installments payable in May, August, November and February every year, which commenced from November, 2009.

ii) Foreign currency loan (USD 308.20 Lacs) is repayable in 40 equal quarterly instalments payable in April, July, October and January every year.

iii) Short Term Loan (Rs.9,300 Lacs) from State Bank of India is now due for repayment on demand.

(c) 1091 MW Jaypee Karcham Wangtoo HEP :

(i) Rupee Term Loans (Loan-A) (Rs.4,15,295.32 lacs) are repayable in 80 structured installments payable in June, July, August, September & October every year, which will commence from 15th June, 2017.

(ii) Rupee Term Loans (Loan-B) (Rs.1,37,700 lacs) are repayable in 32 structured installments payable in June, July, August, September & October every year, which commenced from 15th June, 2014.

(d) 500 MW Jaypee Bina Thermal Power Plant :

Rupee term loan (Rs.1,92,800 Lacs) are repayable in 37 equal quarterly instalments commencing from 1st January, 2014 for 74% of loan and balance 26% in 38th Instalment payable on 1st March , 2023.

Rupee Term Loan (Rs. 33,000 Lacs) are repayable in 36 equal quarterly instalments commencing from 1st January, 2014 for 72% of loan and balance 28% in 37th Instalment payable on 1st January, 2023.

(e) 1320 MW Jaypee Nigrie Super Thermal Power Project :

Original Rupee Term Loans availed (Rs.4,82,110 Lacs) are repayable in 40 equal quarterly installments commencing from 15th September, 2015

Additional Rupee Term Loans availed (Rs.1,40,467 Lacs) are repayable in 38 structured quarterly instalments commencing from 15th March, 2016.

External Commercial Borrowings availed (Japanese Yen 1,53,000 Lacs) are repayable in 20 equal half yearly installments commenced from 7th Nov, 2014.

(f) Jaypee Nigrie Cement Grinding Unit:

Rupee term loan (Rs.5,000 Lacs) are repayable in 29 structured quarterly instalments commencing from June, 2016.

(g) Amelia (North) coal mine:

50% of the Rupee term loan (Rs.9,000 Lacs availed out of Rs.55,600 lacs sanctioned by ICICI Bank Ltd.) are repayable in 37 structured quarterly instalments commencing from 12 months from the mining commencement date/plan. Balance 50% of the loan shall be a bullet repayment along with the 37th instalment.

(h) Other Financial Assistance :

(i) Rupee Term Loan of Rs.1,00,000 Lacs of State Bank of India is repayable in 4 equal installments payable on 30th September, 2014, 30th September, 2015, 30th September, 2016, 30th September, 2017.

(ii) Rupee Term Loan of Rs.1,20,000 Lacs of ICICI Bank Limited is repayable in 28 structured quarterly installments commencing from September, 2015.

(iii) Rupee Term Loan of Rs.50,000 Lacs of ICICI Bank Limited is repayable in 4 equal monthly installments payable on 30th April 2016, 31st May 2016, 30th June 2016 and 31st July 2016 or on receipt of proceeds of sale and/ or divestment of any assets of the Company or Bara Thermal Power Project, whichever is earlier.

(iv) Rupee Term Loan of Rs.40,000 Lacs of ICICI Bank Limited is repayable in 4 equal monthly installments payable on 31st July 2015, 31st August 2015, 30th September 2015 and 31st October 2015 or on receipt of proceeds of sale /divestment of Company's assets, whichever is earlier.

(v) Rupee Term Loan of Rs.15,000 Lacs of IDBI Bank Limited is repayable in 14 quarterly equal installments commencing from July, 2015.

(vi) Rupee Term Loan of Rs.1,10,000 Lacs of Yes Bank Limited is repayable in 15 equal quarterly installments commencing from 31st August 2015 or on receipt of proceeds of sale and/or divestment of any assets of the Company, whichever is earlier.

(vii) Rupee Term Loan of Rs.1,00,000 Lacs of Axis Bank Limited is repayable on 15th March 2016.

Overdue instalments and interest to Banks and Financial Institutions :

Outstanding amount of loans from banks and financial institutions as mentioned in Current Liabilities (current maturities of long term debts) as at 31.03.2015 includes repayment of principal amount of loans overdue of '9,300 Lacs which was due for payment on 31.03.2015. Further the interest amount of '13,463 Lacs on various loans for the period February and March, 2015 was overdue for payment as on 31.03.2015. this was on account of general economic conditions which lead to inordinate delay in realisation 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 over due as above were brought down to Rs.5,000 Lacs, while interest overdue as above for February and March, 2015 had been fully cleared.

Note 10 Unsecured Loans

(i) Unsecured loan of Rs.1,000 Lacs is repayable to Government of Uttarakhand/Uttar Pradesh, which would be paid after having decision arrived between Government of Uttar Pradesh and Government of Uttarakhand for receipt of said payment.

(ii) The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1.00 Lac each aggregating to US$ 2,000 Lac at par on 12.02.2010. These Bonds were convertible at the option of the bond- holders into equity shares of Rs.10/- each fully paid up at the conversion price of Rs.85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs.46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

The bonds were redeemable at maturity on 13.02.2015 at a YTM of 7% p.a.(inclusive of coupon rate of 5% p.a) No conversion has taken place up to 31.03.2015.

Out of the total redemption amount of US$ 2,234.78 Lacs (including the yield) as on 13th February, 2015, the Company remitted an amount of US$ 250 Lacs to the Bondholders as part payment towards redemption of FCCBs in accordance with the first Standstill Agreement dated 12th February, 2015. The total outstanding amount in relation to FCCBs after the said remittance was US$1,984.78 Lacs

All the existing terms and conditions of the said FCCBs remaining un-changed.

RBI approved the aforesaid re-schedulement on 26th March, 2015 and subsequently the Bondholders holding 93.48% of the outstanding principal amount of the Bonds also approved the terms of the rescheduling.

Further to the approval of the Bondholders, a Supplemental Trust Deed was executed on 31st March, 2015 to give effect to the rescheduling including the maturity date of the Bonds to 13th February, 2016 and putting in place an instalment based redemption during the extended tenor.

In terms of the said re-scheduling, the Company paid US$ 250 Lacs (US$ 231.48 Lacs towards repayment of Principal amount and US$ 18.52 Lacs towards interest for the period from 13.02.2015 to 31.03.2015) on 31st March, 2015 and will pay a further US$ 750 Lacs upon receipts of proceeds of the sale of its Baspa-II and Karcham Wangtoo hydro power projects. Balance amount is payable on or before 13th February, 2016 linked to certain liquidity events in relation to Company requiring mandatory pre-payment.

The Company has also paid interest @ 5% per annum upto 13th February, 2015 and interest @ 7% per annum up to 31st March, 2015. Maturity Premium @ 11.739% aggregating US$ 234.78 Lacs has also been paid. Principal amount of US$ 246.70 Lacs has been paid leaving an outstanding principal amount of US$ 1,753.30 Lacs as on 31.03.2015.

Note 11 Contingent Liabilities not provided for: (Rs. in Lacs)

Figures as at the Figures as at the SI. Particulars end of current end of previous No. reporting period, reporting period, March 31, 2015 March 31, 2014

(a) Outstanding amount of 42,429 14,937 Bank Guarantee Margin Money against 1,147 244 above

(b) Claims against the Company not 53,364 28,980 acknowledged as debts.

(c) Income tax matters under 3,163 2,697 appeal

(d) The Government of Himachal Pradesh has imposed entry tax on goods entering the state of Himachal Pradesh. This was challenged by the company before the Hon'ble High Court of Himachal Pradesh at Shimla. The Hon'ble High Court on 22.09.2010 in an interim order has held that tax paid by the petitioner would be treated as deposit and not as tax.The final decision of Hon'ble High Court is awaited. The total liability as at 31st march, 2015 (Baspa & Karcham Wangtoo HEPs) is Rs. 3,894.06 Lacs (Previous Year Rs. 3,738.33 Lacs), against which Company has deposited Rs. 1,948.33Lacs (Previous Year Rs. 1,901.97 Lacs) and pledged banks FDRs of Rs. 1,915.24Lacs (Previous Year Rs. 1,822.53 Lacs).

Note 12 Commitments;

(a) Outstanding amount of Letter 8,723 8,757 of Credit

Margin Money against above - -

(b) Estimated amount of contracts INR 52,861 92,362 remaining to be executed USD 1 121 on Capital Euro - 31 Account and not JPY 389 30,580 provided for (net of advances)

Note 13

Corporate Guarantee

(a) The Company has given Corporate Guarantee of USD 1,500 Lacs in favour of State Bank of india, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited.

(b) The Company has given Corporate Gurantee of Rs. 50,000 lacs in favour of State Bank of India, for the Short Term Loan granted by them to Prayagraj Power Generation Company Limited (a subsidiary of the Company).

Note 14

Related Party Disclosures, as required in terms of 'Accounting Standard [AS] 18' are given below:

(1) Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

(a) Holding Company

Jaiprakash Associates Limited

(b) Subsidiary Companies:

(1) Jaypee Powergrid Limited

(2) Sangam Power Generation Company Limited

(3) Prayagraj Power Generation Company Limited

(4) Jaypee Arunachal Power Limited

(5) Jaypee Meghalaya Power Limited

(6) Himachal Baspa Power Company Limited

(7) Himachal Karcham Power Company Limited

(c) Fellow Subsidiary Companies:

(1) Jaypee Ganga Infrastructure Corporation Limited

(2) Himalyan Expressway Limited

(3) Jaypee Infratech Limited

(4) Jaypee Sports International Limited (JPSI)

(5) Jaypee Cement Corporation Limited (JCCL)

(6) Bhilai Jaypee Cement Limited

(7) Bokaro Jaypee Cement Limited (Up to 28.11.2014)

(8) Gujarat Jaypee Cement & Infrastructure Limited

(9) Jaypee Agra Vikas Limited

(10) Jaypee Fertilizers & Industries Limited

(11) Jaypee Assam Cement limited

(12) Himalayaputra Aviation Limited

(13) Jaypee Healthcare Limited (subsidiary of Jaypee Infratech Limited)

(14) Jaypee Cement Cricket (India) Limited (subsidiary of JPSI)

(15) Jaypee Cement Hockey (India) Limited (subsidiary of JPSI)

(16) Jaiprakash Agri Initiatives Company Limited (subsidiary of JCCL)

(d) Associate Companies/Concerns :

(1) Jaypee Infra Ventures (A Private Company with unlimited liability)

(2) Jaypee Development Corporation Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(3) JIL Information Technology Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(4) Gaur & Nagi Limited (subsidiary of JIL Information Technology Limited)

(5) Indesign Enterprises Pvt. Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(6) Jaypee Uttar Bharat Vikas Private Limited

(7) Kanpur Fertilisers and Cement limited (subsidiary of Jaypee Uttar Bharat Vikas Pvt. Limited)

(8) Jaypee International Logistics Company Private Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(9) Tiger Hills Holiday Resort Private Limited (subsidiary of Jaypee Development Corporation Limited)

(10) Anvi Hotels Private Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(11) RPJ Minerals Private Limited

(12) Sarveshwari Stone Products Pvt. Ltd. (subsidiary of RPJ Minerals Private Limited)

(13) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private Limited)

(14) Sonebhadra Minerals Private Limited

(15) MP Jaypee Coal Limited

(16) Madhya Pradesh Jaypee Minerals Limited

(17) MP Jaypee Coal Fields Limited

(18) Jaiprakash Kashmir Energy Limited

(19) Jaypee Hotels Limited

(20) Jaypee Mining Venture Private Limited

(21) Ceekay Estate Private Limited.

(22) Pac Pharma Drugs and Chemicals Private Limited

(23) Akasva Associates Private Limited

(24) Jaiprakash Exports Private Limited

(25) Bhumi Estate Developers Private Limited

(26) Jaypee Technical Consultants Private Limited

(27) Andhra Cements Limited (subsidiary of Jaypee Development Corporation Limited)

(28) Jaypee Jan Sewa Sansthan ('Not for profit' Private limited Company)

(29) Think Different Enterprises Private Limited (w.e.f 03.03.2015)

(30) Dixit Holdings Private Limited

(31) iValue Advisors Private Limited

(32) J C world Hospitality Private Limited

(e) Key Management Personnel:

Jaiprakash Power Ventures Limited

(1) Shri Manoj Gaur, Chairman

(2) Shri Sunil Kumar Sharma, Vice Chairman and CEO

(3) Shri Suren Jain, Managing Director and CFO

(4) Shri Parveen Kumar Singh, Whole-time Director

(5) Shri R.K.Narang, Whole-time Director (up to 27.06.2014)

(6) Shri Suresh Chandra,Whole-time Director (up to 30.06.2014)

Note 15

Pursuant to the Companies Act, 2013 becoming effective from 1st April, 2014, the Company has computed the depreciation based on the useful life of the assets as prescribed in Schedule II of the Act. This has resulted in reduction of depreciation of Rs. 9,113 Lacs for the year ended 31st March, 2015. The carrying amount of assets which have completed its depreciated period as on 1st April, 2014 amounting to Rs.1,393 Lacs have been adjusted against 'General Reserve'.

Note 16

(a) Provident Fund - Defined Contribution Plan

Employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and Employees Deposit Linked Insurance charges Rs.334 Lacs during the period (Previous Year - Rs.288Lacs) and Rs.28 Lacs (Previous Year - Rs.41 Lacs) booked in Incidental Expenses during construction pending capitalisation.

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS 15(revised). Jaiprakash Associates Limited {JAL} (the Company's holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March, 2009 for

JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the Company is participating in the Trust Fund by contributing its liability accrued up to the close of each financial year to the Trust Fund.

(a) Pursuant to Revised Schedule-VI of the Companies Act and Guidance Note issued by the Institute of Chartered Accountants of India requiring recognition of MAT credit in the Books of Accounts, the MAT credit entitlement has been recognised in the Books of Accounts.

(b) As there is no taxable profit for the period up to 31st March, 2015 no income tax amount has been provided for the period up to 31st March, 2015. The MAT chargeable on book profit amounting to Rs. 2,725 Lacs (Previous year Rs. 282 Lacs) up to 31st March, 2015 has been treated as MAT credit entitlement.

(c) The Company has provided deferred tax assets (net) of Rs.716 Lacs (Previous year Rs. 629 Lacs) for the year ended 31st March, 2015.

Note 17

Jaypee Nigrie Super Thermal Power Project (JNSTPP) (1320 MW) was to get coal from two dedicated coal mines namely Amelia (North) and Dongri-Tal II. Both these mines were allocated to MP State Mining Corporation Ltd (MPSMCL), which in turn have formed two JV companies with Jaiprakash Associates Ltd(JAL)for supplying the Coal to JNSTPP

However, the Hon'ble Supreme Court of India vide its judgement dated August 25, 2014 read with its order dt. September 24, 2014 had cancelled allotment of 204 coal blocks which included both, Amelia (North) & Dongri Tal II coal mine(s) allotted to MPSMCL. At the time of cancellation, Amelia (North) mine was operating mine and was supplying coal to JNSTPP Upon de-allocation Amelia (North) was permitted to continue mining and to supply Coal to JNSTPP upto 31.03.2015 only. After the cancellation of coal blocks Govt of India promulgated the coal mines (Special provisions) ordinance, 2014 on October 21, 2014. Accordingly Govt of India put up certain coal blocks under the aforesaid act for auctions which included Amelia (North) block as well.

With a view to secure coal availability for JNSTPP our company participated in coal mine auctions and was declared successful bidder for Amelia (North) (mineable reserves of 703 Lacs tonnes) and signed 'Coal Mine Development and Production Agreement' (CMPDA) on March 02, 2015

In compliance of the vesting conditions as per CMPDA, the Company has paid upfront payment and furnished Performance bank guarantee to 'Nominated Authority', Ministry of Coal. The 'Nominated Authority', has issued vesting order to the Company on March 23, 2015 covering immovable assets of the Amelia (North). Company is in the process of acquiring rest of the movable assets/other assets from erstwhile Mining JV of Amelia (North) and JAL as 'Mine Development Operator'.

In view of the above, the expenditure incurred is being treated as "Expenditure Pending Allocation" and will be capitalised once the Mine becomes operational.

Note 18

In respect of hiving off of 300 MW Jaypee Baspa HEP and 1091 MW Karcham Wangtoo HEP into subsidiaries through a Scheme of Arrangement with ultimate transfer of ownership of the said subsidiaries to TAQA India Power Ventures Private Limited led consortium. TAQA India Power Ventures Private Limited had withdrawn the acquisition arrangement of the said Power Plants mainly as a result of change in the business strategy and priorities of their group. TAQA has paid an amount of Rs.5,722.20 Lacs as break amount during financial year 2014-15 for the same.

Note 19

The Board of Directors of the Company in their meeting held on15th November, 2014 considered and approved the Scheme of Arrangement 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. Further, 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, subject to satisfaction of conditions precedent including approval of the said Scheme of Arrangement, as approved by the Board on 15th November, 2014. The proposed divestment will help the Company in deleveraging its Balance Sheet including reduction of debt and interest outgo.

The carrying amount of the assets of Baspa HEP and Karcham HEP were Rs.1,48,384 Lacs (Previous year-Rs.1,65,342 Lacs) and Rs.6,79,520 Lacs (Previous year-Rs.6,64,353 Lacs) respectively and its liabilities were Rs. 1,09,464 Lacs (Previous year-Rs.90,132 Lacs) and Rs. 5,70,970 Lacs (Previous year-Rs.5,80,879 Lacs) respectively. The following statement shows the revenue and expense of continuing and discontinuing operations.

A Power Purchase Agreement (PPA) for sale of long term power from the Karcham Wangtoo HEP to Power Trading Corporation of India Limited (PTC) was executed on 21st March 2006 by erstwhile Jaypee Karcham Hydro Corporation Limited (since merged with the Company) for a term of 35 years. Contracted power under the PPA is 704 MW. The Company is supplying contracted power to PTC under the PPA w.e.f. 1st May, 2014 (200 MW), w.e.f. 1st June 2014 (additional 200 MW) and w.e.f. 1st October 2014 (additional 104 MW). The present day quantum of contracted power supplying to PTC is 504 MW. It is expected that Company will commence supply of balance contracted power of 200 MW to PTC shortly. The Company has filed a petition on 27th October, 2014 before Central Electricity Regulatory Commission (CERC) for determination of tariff for block year 2014-2019. The said petition is under consideration of CERC.

Note 20

MPERC has approved the final tariff of Jaypee Bina Thermal Power Plant on 26th November, 2014. Accordingly, the Company had raised bill on the procurers in respect of arrears of Rs.11,423.80 lacs and interest on arrears amounting to Rs.1,214.56 Lacs, which has been recognised as income. It also includes arrears on tariff amounting to Rs.7,096.26 Lacs and interest on arrears of Rs.1,032.85 Lacs for the period ended 31.03.2014.

Note 21

Expenditure incurred on Corporate Social Activities (CSR)

Gross amount of Rs. 592.88 Lacs was required to be spent by the Company on the activities of CSR, as per schedule VII and as per provisions of Companies Act, 2013, whereas the Company has spent Rs.603.65 Lacs.

Note 22

(i) The External Commercial Borrowings (ECBs) outstanding JPY 1,45,350 Lacs as on 31.03.2015 are fully hedged (JPY to USD) in respect of coupon as well as repayment. USD to INR portion has been hedged for 50% of outstanding i.e. JPY 72,675 Lacs (equivalent to USD 663.70 Lacs) and balance 50% portion is unhedged.

(ii) The Company has outstanding exposure of USD 1,753.30 Lacs (unhedged) as on 31.03.2015 against Foreign Currency Convertible Bonds (FCCBs).

Note 23

(i) 900 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 900 Lacs) held by the Company of Jaypee Powergrid Ltd. (Subsidiary Company) are pledged with Security Trustees, IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd.

(ii) 14,398.27Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 10,904.77) held by the Company of Prayagraj Power Generation Co. Ltd. (Subsidiary Company) are pledged with Security Trustees, SBI Cap Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Prayagraj Power Generation Co. Ltd.

(a) The Company has presently one operative segment i.e. Generation of Power. The Company has set up Cement Grinding Unit at Jaypee Nigrie Super Thermal Power Plant, for gainful utilisation of dry fly ash and as mandated by Ministry of Environment and Forests. Accordingly, now the Company has two segments, Power Generation and Cement. As total assetst employed in Cement Grinding Unit are less than 10% of the total assets of the Company, therefore, separate segment reporting is not applicable.

(b) The operations of the Company are carried with similar economic and political conditions having similar kind of risks, therefore geographical segments are not applicable.

Note 24

In terms of Accounting Standard (AS) 28', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

Note 25

All the figures have been rounded off to the nearest rupees in lacs.

Note 26

Previous Year's figures have been regrouped/re-arranged, wherever considered necessary to make them conform to the figures for the current year.


Mar 31, 2014

Note 1. - The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital The Company has issued only one class of equity shares having a par value of Rs. 10/- per share which rank pari-passu in all respects including voting rights and entitlement to dividend.

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

The Authorised Share Capital provides for Preference Share at a par value of Rs. 100/- each. The Company has so far not issued any Preference Share.

Note 2. - Equity Shares in respect of each class in the Company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate 1,78,30,00,600 Equity shares are held by Jaiprakash Associates Limited, the holding company.

12,56,47,637 Equity shares are held by Jaypee Infra Ventures (A Private Company with unlimited liability), associate company of Jaiprakash Associates Limited.

Note 3.- Equity shares reserved for issue under options and contracts/commitments for the sale of shares/ disinvestments, including terms and amounts The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1 Lac each aggregating to US$ 2000 Lacs at par on 12.02.2010. These Bonds are convertible at the option of the bond- holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place upto 31st March, 2014. The bonds are redeemable at maturity on 13.02.2015 at a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2014 in US$ 1.08 Lacs (Previous Year US$1.06 Lacs) for a principal amount of US$ 1 Lac each]. A reserve aggregating to Rs. 9997 Lacs up to 31.03.2014 (Previous Year Rs. 6,875 Lacs) has been created for the redemption premium.

No shares have been reserved for issue under options and contracts/commitments for the sale of shares/ disinvestments.

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1 Lac each aggregating to US$ 2,000 Lacs at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

Note 4. - Calls unpaid (showing aggregate value of calls unpaid by directors and officers)

There are no calls unpaid including by directors and officers of the Company.

Note 5. - Forfeited shares (amount originally paid up)

The Company has not forfeited shares.

6. 300 MW Jaypee Baspa II HEP:

6.1(a) Rupee Term Loans, Foreign Currency Loans, Working Capital Facilities aggregating to Rs. 64,506.74 Lacs and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, Punjab National Bank, UCO Bank, Oriental Bank of Commerce, Allahabad Bank, United Bank of India, IDBI Bank Ltd., IFCI Ltd. and Power Finance Corporation Ltd., by way of :

(i) First Charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature, present & future of the Baspa II HEP ; and

(ii) First charge on all the Accounts of the Baspa II HEP including but not limited to the Trust & Retention Account, Escrow Account of HPSEB and Debt Service Reserve Account and other accounts required to be created under any Project Document or contract.

The loans are inter-alia also secured by way of :

(i) First charge on Baspa II HEP''s all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties, and assets of the Baspa II HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by Jaiprakash Associates Limited, (JAL) on pari-passu basis with lenders of Jaypee Vishnuprayag HEP and Jaypee Nigrie Super Thermal Power Project ; and

(iv) Corporate Guarantee furnished by Jaiprakash Associates Limited (JAL), the Holding Company, for the outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2014 amounting to Rs. 3,781.66 Lacs (Previous Year Rs. 7,115.20 Lacs).

6.1(b) The aforesaid security rank pari-passu for working capital limit (Fund based and non fund based) of Rs. 6,900 Lacs sanctioned by Punjab National Bank - Shimla with personal guarantees of Shri Jaiprakash Gaur - Founder Chairman, Shri Manoj Gaur - Chairman, Shri S.K. Sharma - Vice Chairman & CEO and Shri S. K. Jain - former Director of the Company. [Outstanding cash credit limit Rs. 2,690 Lacs (Previous Year Rs.NIL) and Bank Guarantees/LCs Rs. 1,600 Lacs (Previous Year Rs. 4,511 Lacs)]

6.1(c) The Foreign Currency Loans under Buyers'' Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

6.2 400 MW Jaypee Vishnuprayag HEP :

6.2(a) Rupee Term Loans, Foreign Currency Loans and Working Capital Facilities aggregating to Rs. 95,633.98 Lacs from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad Bank, Dena Bank, IDBI Bank Ltd., ICICI Bank Ltd. and Power Finance Corporation Ltd., by way of :

(i) First charge on 400 MW Vishnuprayag HEP''s present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature ; and

(ii) First charge on 400 MW Vishnuprayag HEP''s all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP document.

The loans are inter-alia also secured by way of:

(i) First charge on 400 MW Vishnuprayag HEP''s all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by JAL on pari-passu basis with lenders of Baspa - II HEP and Nigrie Super Thermal Power Project ; and

(iv) Corporate Guarantee furnished by JAL, the Holding Company, for outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2014 amounting to US$ 100.17 Lacs (Previous Year US$ 130.99Lacs).

6.3 1000 MW Jaypee Karcham Wangtoo HEP:

6.3 (a) The Rupee Term Loan assistance of Rs. 5,53,117.69 Lacs (Previous Year Rs. 4,47,303.84 Lacs) by financial institutions and banks viz. Allahabad Bank, Union Bank of India, Infrastructure Development Finance Company Ltd (IDFC Ltd), ICICI Bank Ltd.,IFCI Ltd., IREDA Ltd., LIC of India, L&T Infrastructure Finance Company Ltd, Power Finance Corporation Ltd. and PTC Financial Services Ltd., together with all interest, cost and other charges/dues are secured by way of :

(i) First ranking pari-passu mortgage and hypothecation of all the immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Jaypee Karcham Wangtoo HEP and

(ii) Pledge of 3,000 Lacs (Previous Year 1,206 Lacs) equity shares of the Company held by JAL on pari passu basis with the lenders of Rupee Term Loan and Working Capital facilities. Out of shares pledged, shares of Rs. 800 Lacs will be released on perfection of securities in terms of loan agreement and further shares of Rs. 200 Lacs will be released on creation of DSRA as per terms of agreement.

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company until the creation and perfection of the Security in terms of loan agreement.; and

(iv) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman until the creation and perfection of the Security in terms of loan agreement.

The outstanding Rupee Term Loans availed earlier from Allahabad Bank, Bank of India, Central Bank of India, Indian Bank, IDBI Bank Ltd., IDFC Ltd., ICICI Bank Ltd., L&T Infrastructure Finance Company Ltd., Punjab National Bank, PTC Financial Services Ltd.,SIDBI,The Jammu & Kashmir Bank Ltd., and Union Bank of India has been repaid before 31.03.2014 and securities provided to lenders by way of pledge of 1206 Lacs equity shares of the Company held by JAL on pari-passu basis and First ranking pari- passu mortgage and hypothecation of all the immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Jaypee Karcham Wangtoo HEP is yet to be released by them.

6.3(b) The aforesaid Security ranks pari-passu with working capital lender (i.e. IDBI Bank Limited) for Working Capital limit of Rs. 30,500 Lacs [Outstanding Cash credit limit Rs. 122.37 Lacs (Previous Year Rs. 9,486 Lacs) and Bank Guarantees/LCs of Rs. 3,007.30 Lacs (Previous Year Rs. 2,867 Lacs)].

6.4 500 MW Jaypee Bina Thermal Power Plant:

6.4(a) Rupee Term Loans of Rs. 2,10,927 Lacs (Previous Year Rs. 2,19,774 Lacs) availed out of sanctioned amount of Rs. 2,25,800 Lacs (original Rs. 1,92,800 Lacs and additional Rs. 33,000 Lacs) from consortium of and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari-passu among all the participating Institutions and Banks viz. Punjab National Bank, Union Bank of India, Allahabad Bank, Canara Bank, Central Bank of India, State Bank of Patiala, State Bank of Hyderabad, IDBI Bank Ltd., ICICI Bank Ltd. and The Jammu and Kashmir Bank Ltd., are secured by:

(i) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to Jaypee Bina Thermal Power Plant ; and

(ii) Pledge of 648.09 Lacs equity shares (Previous Year 648.09 Lacs equity shares) of the Company held by JAL, on pari passu basis among the lenders.

6.4(b) The aforesaid security ranks pari-passu with working capital lenders (i.e. IDBI Bank Limited, State Bank of Patiala and Jammu & Kashmir Bank Ltd.) for working capital limit of Rs. 39,100 Lacs (Previous Year Rs. 31,700 Lacs). Fund based limit outstanding Rs. 16,218.23 Lacs (Previous Year Rs. 14221.34 Lacs) and Bank Guarantees/LCs outstanding of Rs. 2048.01 Lacs (Previous Year Rs. 7,704.20 Lacs).

6.5 1320 MW Jaypee Nigrie Super Thermal Power Project :

6.5(a) Financial assistance of Rs. 6,48,066.61 Lacs (Previous Year Rs. 4,88,612.62 Lacs) availed out of sanctioned amount of Rs. 7,31,500 Lacs (Original INR 4,82,110 Lacs, External Commercial Borrowing (ECB) amounting to Jap. Yen 15.30 Billion equivalent to Rs. 84,890 Lacs and additional INR Rs. 1,64,500 Lacs) from consortium of Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari- passu among all the participating Institutions and Banks viz. Punjab National Bank, Canara Bank, Central Bank of India, Oriental Bank of Commerce, Bank of Baroda, Bank of Maharashtra, Indian Overseas Bank, Syndicate Bank, UCO Bank, United Bank of India, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Hyderabad, Corporation Bank, IDBI Bank Ltd., ICICI Bank Ltd., IDFC Ltd. and LIC of India, are secured by way of :

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to the Jaypee Nigrie Super Thermal Power Project; and

(ii) Pledge of 6,291 Lacs equity shares (Previous Year - 6,291 Lacs equity shares) of the Company held by JAL on pari-passu basis with lenders of Jaypee Baspa - II HEP and Jaypee Vishnuprayag HEP

6.5(b) Bank Guarantee limit of Rs. 10,000 Lacs sanctioned by IDBI Bank Limited. Bank Guarantees outstanding for Rs. 10,000 Lacs (Previous Year Rs. 10,000 Lacs). The said Bank Guarantee is secured by way of subservient charge on the movable assets of the Jaypee Nigrie STPP and also by personal guarantee of Shri Manoj Gaur, Chairman of the Company.

6.6 Rupee Term Loan/Corporate Loan:

(i) Rupee Term Loan of Rs. 1,00,000 Lacs sanctioned by ICICI Bank Limited together with all interests, liquidated damages, front end fee, premia on prepayment, costs, charges, expenses and other monies is secured by (i) second charge on all movable and immovable assets of Sangam Power Generation Company Limited and Prayagraj Power Generation Company Limited (subsidiaries of the Company), (ii) first ranking charge on the designated bank account of the Company, (iii) pledge of 3,971 Lacs equity shares of Rs. 10/- each fully paid up (Previous Year-4,800 Lacs equity shares) of the Company held by JAL. As on 31.03.2014 outstanding amount of Rupee Term Loan was Rs. 30,000 Lacs (Previous Year-Rs. 70,000 Lacs).

(ii) Rupee Term Loan of Rs.1,00,000 Lacs sanctioned by State Bank of India, is secured by residual charge on all movable and immovable fixed assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs.98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs.1,20,000 Lacs by ICICI bank, Corporate Loan of Rs15,000 Lacs by IDBI Bank and pledge of 1,500 Lacs equity shares of the Company held by JPVL Trust (Previous Year-1,500 Lacs equity shares). As on 31.03.2014 outstanding amount of Rupee Term Loan was Rs. 1,00,000 Lacs (Previous Year- Rs. 1,00,000 Lacs).

(iii) Rupee Term Loan of Rs. 1,20,000 Lacs sanctioned by ICICI Bank, is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs. 98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs. 1,00,000 Lacs by State Bank of india, Corporate Loan of Rs. 15,000 Lacs by IDBI Bank and pledge of 1,451.12 Lacs equity shares of the Company held by JAL (Previous Year Nil), pledge of 1,610 Lacs equity shares of the Company held by JPVL Trust (Previous Year-Nil), pledge of 833.68 Lacs equity shares of the Company held by Jaypee Infra Ventures (a private company with unlimited liability) (Previous Year-Nil) and Non Disposal Undertaking for 1179.20 Lacs equity shares of the Company held by JAL (Previous Year-Nil). As on 31.03.2014 outstanding amount of Rupee Term Loan was Rs. 1,20,000 Lacs (Previous Year- Rs. Nil).

(iv) Rupee Term Loan of Rs. 15,000 Lacs sanctioned by IDBI Bank, is secured by residual charge on all movable and immovable assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs. 98,259 Lacs) subscribed by ICICI Bank, Corporate Loan of Rs. 1,00,000 Lacs by State Bank of india, Corporate Loan of Rs. 1,20,000 Lacs by ICICI bank and pledge of 315 Lacs equity shares of the Company held by JPVL Trust and personal guarantee of Shri Manoj Gaur, Chairman of the Company. As on 31.03.2014 outstanding amount of Rupee Term Loan was Rs. 15,000 Lacs (Previous Year - Rs. Nil).

6.7 The Non-Convertible Debentures (series II) of Rs. 98,259 Lacs, subscribed by ICICI Bank Limited are secured by :

(i) Residual charge on the entire fixed assets of the Company ;

(ii) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman towards repayment of principal and premium on redemption of Debentures; and

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company.

6.8 Repayment of Term Loans and Non-Convertible Debentures

6.8(a) 300 MW Jaypee BASPA-II HEP :

Rupee Term Loans (Rs. 84,500 Lacs) are repayable in 56 installments payable in July, August, September and October every year, which commenced from July, 2010 except for the following variation:

6.8(b) 400 MW Jaypee Vishnuprayag HEP :

i) Rupee Term Loans (Rs. 1,65,000 Lacs) are repayable in 54 equal quarterly installments payable in May, August, November and February every year, which commenced from November, 2009.

ii) Short Term Loan (Rs. 5,000 Lacs) from State Bank of India is repayable as a bullet repayment on completion of 12 months (i.e on 31.03.2015) from the date of disbursement.

6.8(c) 1000 MW Jaypee Karcham Wangtoo HEP :

(i) Rupee Term Loans (Loan-A) (Rs. 4,15,295.32 lacs) are repayable in 80 structured installments payable in June, July, August, September & October every year, which commenced from 15th June, 2017.

(ii) Rupee Term Loans (Loan-B) (Rs. 1,37,700 lacs) are repayable in 32 structured installments payable in June, July, August, September & October every year, which commenced from 15th June, 2014.

6.8(d) 500 MW Jaypee Bina Thermal Power Plant :

Rupee term loan (Rs. 1,92,800 Lacs) are repayable in 37 equal quarterly instalments commencing from 1st January, 2014 for 74% of loan and balance 26% in 38th Instalment payable on 1st March, 2023.

Rupee Term Loan (Rs. 33,000 Lacs) are repayable in 36 equal quarterly instalments commencing from 1st January, 2014 for 72% of loan and balance 28% in 37th Instalment payable on 1st January, 2023''.

6.8(e) 1320 MW Jaypee Nigrie Super Thermal Power Project : Original Rupee Term Loans availed (Rs. 4,80,570.00 Lacs) are repayable in 40 equal quarterly installments commencing from November, 2014.

Additional Rupee Term Loans availed (Rs. 83,083.71 Lacs) are repayable in 38 structured quarterly instalments commencing from May, 2015.

External Commercial Borrowings availed (Japanese Yen 1,43,000 Lacs) are repayable in 20 equal half yearly installments commencing from November, 2014.

6.8(f) Other Financial Assistance :

(i) Rupee Term Loan of Rs. 1,00,000 Lacs of ICICI Bank Limited is repayable in 9 quarterly installments payable in May, August, November and February each year which commenced from August, 2012.

(ii) Rupee Term Loan of Rs. 1,00,000 Lacs of State Bank of India is repayable in 4 equal installments payable on 30th September, 2014, 30th September, 2015, 30th September, 2016, 30th September, 2017.

(iii) Rupee Term Loan of Rs. 1,20,000 Lacs of ICICI Bank Limited is repayable in 28 structured quarterly installments commencing from September, 2015.

(iv) Rupee Term Loan of Rs. 15,000 Lacs of IDBI Bank Limited is repayable in 14 quarterly equal installments commencing from April, 2015.

6.9 Unsecured Loans

(i) Unsecured loan of Rs. 1,000 Lacs is repayable to Government of Uttarakhand/Uttar Pradesh, which would be paid after having decision arrived between Government of Uttar Pradesh and Government of Uttarakhand for receipt of said payment.

(ii) The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1 Lac each aggregating to US$ 2000 Lacs at par on 12.02.2010. These Bonds are convertible at the option of the bond- holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place upto 31st March, 2014. The bonds are redeemable at maturity on 13.02.2015 at a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2014 in US$ 1.08 Lacs (Previous Year US$1.06 Lacs) for a principal amount of US$ 1 Lac each]. A reserve aggregating to Rs. 9,997 Lacs up to 31.03.2014 (Previous Year Rs. 6,875 Lacs) has been created for the redemption premium.

As on 31.03.2014 the Company has outstanding exposure of US$ 2000 Lacs against FCCB unhedged, pending conversion into equity share capital. (An amount of US$ 50.67 Lacs (hedged)(Previous Year US $.145.03 Lacs) out of FCCB funds is parked overseas pending utilization as on 31.03.2014)

(i) Short Term Loan of Rs. 11,000 Lacs sanctioned by State Bank of India during the year is secured by first Pari-passu charge on future receivables of the Jaypee Vishnuprayag HEP under Power Purchase Agreement and first Pari-passu charge on movable and immovable assets of Jaypee Vishnuprayag HEP assignment of project documents and insurance benefits etc. An amount of Rs. 5,000 Lacs was disbursed during the year and outstanding amount of Loan as on 31.03.2014 was Rs. 5,000 Lacs (Previous Year- Rs. Nil). Equitable mortgage on immovable properties in favour of State Bank of India is yet to be created

(ii) For other security and repayments, refer note no. 6.1 to 6.9.

7.Note :

1 Aggregate cost of : Quoted Investments (Market Value Rs. Nil) (Previous Year Rs. Nil) - Unquoted (Previous Year Rs. 4,43,417 Lacs) (See Note No. 2 below) 480,499

2. Pursuant to Scheme of Amalgamation of erstwhile Jaypee Karcham Hydro Corporation Limited (JKHCL) and erstwhile Bina Power Supply Company Limited (BPSCL) with the Company, sanctioned by the Hon''ble High Court of Himachal Pradesh at Shimla, JPVL Trust was created on 3rd June, 2011 to hold Equity Shares allotted upon amalgamation in accordance with the share exchange ratio in terms of the said Scheme. Upon sanction of the said Scheme, the cross holdings were not cancelled and were transferred to JPVL Trust in which the Company is the sole beneficiary. Accordingly, 21,70,00,000 Equity Shares in respect of erstwhile JKHCL and 12,70,76,923 Equity Shares in respect of erstwhile BPSCL held by the Company, were transferred to JPVL Trust, as per the approved Share Exchange Ratio.

Note 8

In the opinion of the Board of Directors, the "Non Current Assets and Long Term Loans and Advances", have a value on realisation, in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

Note 9 Contingent Liabilities not provided for: (Rs. in Lacs)

Figures as at the Figures as at the SI. Particulars end of current end of previous No. reporting period, reporting period, March 31, 2014 March 31, 2013

(a) Outstanding amount of 14,937 22,613 Bank Guarantee Margin Money against above 244 244

(b) Claims against the Company not acknowledged as debts. 28,980 18,987

(c) Income tax matters under 2,697 2,533 appeal

(d) The Government of Himachal Pradesh has imposed entry tax on goods entering the state of Himachal Pradesh. This was challenged by the company before the Hon''ble High Court of Himachal Pradesh at Shimla. The Hon''ble High Court on 22.09.2010 in an interim order has held that tax paid by the petitioner would be treated as deposit and not as tax. The final decision of Hon''ble High Court is awaited. The total liability as at 31st March, 2014 (Baspa & Karcham Wangtoo HEPs) is Rs. 3738.33 Lacs (Previous Year Rs. 3,581.77 Lacs), against which Company has deposited Rs. 1901.97 Lacs (Previous Year Rs. 1,822.95 Lacs) under protest and pledged banks FDRs of Rs. 1822.53 Lacs (Previous Year Rs. 1,646.94 Lacs).

Note 10

Corporate Guarantee

The Company has given Corporate Guarantee of USD 1,500 Lacs (equivalent to Rs. 84,000 Lacs) in favour of State Bank of india, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited.

Note 11

Advance to Suppliers, Contractors and others shown under "Long Term Loans and Advances" in Note ''16'' and under "Short Term Loans & Advances" in Note ''21'' includes Advance to Jaiprakash Associates Limited under EPC contract, the holding Company for Rs. Nil (Previous Year Rs. 586.84 Lacs) and Rs. Nil (Previous Year Rs. 311.46 Lacs) respectively. Maximum amount outstanding during the Year was Rs. 898.30 Lacs (Previous Year Rs. 756.21Lacs).

Note 12

(a) Provident Fund - Defined Contribution Plan

Employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and Employees Deposit Linked Insurance charges Rs. 288 Lacs during the period (Previous Year Rs. 213 Lacs) and Rs. 41 Lacs (Previous Year Rs. 55 Lacs) booked in Incidental Expenses during construction pending capitalisation.

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS 15(revised). Jaiprakash Associates Limited {JAL} (the Company''s holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March, 2009 for JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the Company is participating in the Trust Fund by contributing its liability accrued up to the close of each financial year to the Trust Fund.

(c) Leave Encashment - Defined Benefit Plans - Provision has been made as per Actuarial Valuation.

Details of Gratuity and Leave encashment as per Accounting Standard-AS-15(Revised):

Note 13

(a) Pursuant to Revised Schedule-VI of the Companies Act and Guidance Note issued by the Institute of Chartered Accountants of India requiring recognition of MAT credit in the Books of Accounts, the MAT credit entitlement and Deferred Tax Liability (Net) has been recognised in the Books of Accounts from the financial year 2011-12.

(b) As there is no taxable profit for the period up to 31st March, 2014, no income tax amount has been provided for the period up to 31st March, 2014. The MAT chargeable on book profit up to 31st March, 2014 has been treated as MAT credit entitlement. Further deferred tax assets of Rs. 629 Lacs has been created for the year ended 31st March, 2014.

(c) Wealth Tax liability of Rs. 1Lac has been provided in Statement of Profit & Loss.

Note 14

The Board of Directors of the Company in their meeting held on 1st March, 2014 considered and accepted the disinvestment of two of the Company''s operating plants namely, 300 MW Jaypee Baspa Hydro Electric Plant (Baspa HEP) and 1000 MW Jaypee Karcham Wangtoo Hydro Electric Plant (Karcham HEP) subject to requisite statutory and regulatory approvals. The disinvestment is proposed to be by way of hiving off of the aforesaid plants into two seperate wholly owned subsidiaries namely Himachal Baspa Power Company Limited and Himachal Karcham Power Company Limited through a Scheme of Arrangement to be sanctioned by Hon''ble High Court of Himachal Pradesh with ultimate transfer of ownership of the said subsidiaries to the purchasers, viz Consortium led by TAQA India Power Ventures Private Limited (an indirectly owned and controlled subsidiary of Abu Dhabi National Energy Company PJSC), INDO-INFRA INC. (a large institutional Canadian investor) and India Infrastructure Fund-II (acting through IDFC Alternatives Limited). The company will use the proceeds from disinvestment to retire its debts as well as to fund the equity required for implementing its thermal power projects.

The carrying amount of the assets of Baspa HEP and Karcham HEP were Rs. 1,65,342 Lacs (Previous year-Rs. 1,83,776 Lacs) and Rs. 6,64,353 Lacs (Previous year-Rs. 6,91,023 Lacs) respectively and its liabilities were Rs. 90,132 Lacs (Previous year-Rs. 96,163 Lacs) and Rs. 5,80,879 Lacs (Previous year-Rs. 5,47,054 Lacs) respectively. The following statement shows the revenue and expense of continuing and discontinuing operations.

Note 15

Due to natural calamity in Uttarakhand, energy generation of 400 MW Jaypee Vishnuprayag H.E. Plant was suspended w.e.f. 16th June, 2013. Restoration and associated works including clearing of debris has since been completed and the Plant has commenced energy generation from 12th April, 2014. The H.E.Plant was adequately insured including all risks with Business Interruption provisions. Company has received interim insurance claim amount of Rs. 25 crores (approx.) which has been used for restoration work. Commercial aspects of this Force Majeure event are under process, in accordance with Power Purchase Agreement with Uttar Pradesh Power Corporation Limited (UPPCL).

Note 16

A Power Purchase Agreement (PPA) for sale of power from the Karcham Wangtoo HEP to Power Trading Corporation of India Limited (PTC) was executed on 21st March 2006 by erstwhile Jaypee Karcham Hydro Corporation Limited (since merged with the Company) for a term of 35 years, which was declared void by the Company in the year 2009 and disputed by PTC resulting in continued litigation at different levels. Subsequently the Company and the PTC mutually considered it prudent to end the dispute and accordingly after a series of discussions, a Settlement Agreement was executed between the Company and PTC on 5th August 2013 for restoration of the PPA and supply of power by the Company to PTC. Consequently legal cases filed either by PTC or the Company have been withdrawn and a Petition for determination of tariff has been filed by the Company before Central Electricity Regulatory Commission (CERC) on 3rd September 2013, which is under consideration of CERC. Since the Company and the PTC were keen on commencement of supply of power at the earliest and the process for determination of tariff by CERC was likely to take more time, the Company filed an application with CERC on 6th February 2014 for fixation of Provisional Tariff which is also under consideration of CERC and it is expected that the Provisional Tariff shall be fixed by CERC shortly. In the mean time the Company has commenced supply of part contracted power to PTC w.e.f. 1st May, 2014.

Note 17

(i) 900 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 900 Lacs) held by the Company of Jaypee Powergrid Ltd. (Subsidiary Company) are pledged with Security Trustees, IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd.

(ii) 8864.77 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 7,844.77 Lacs) held by the Company of Prayagraj Power Generation Co. Ltd. (Subsidiary Company) are pledged with Security Trustees, SBI Cap Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Prayagraj Power Generation Co. Ltd.

Note 18

(a) The Company has presently one operative segment i.e. Generation of Power. The Company has commenced construction of Cement Grinding Unit at Jaypee Nigrie Super Thermal Power Plant, for gainful utilisation of dry fly ash and as mandated by Ministry of Environment and Forests. Accordingly, now the Company has two segments, Power Generation and Cement. As total assets employed in Cement Grinding Unit are less than 10% of the total assets of the Company, therefore, separate segment reporting is not applicable.

(b) The operations of the Company are carried within the similar economic and political conditions, having similar kind of risk, therefore geographical segments are not applicable.

Note 19

In terms of ''Accounting Standard (AS) 28'', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

Note 20

All the figures have been rounded off to the nearest rupees in lacs.

Note 21

Previous Year''s figures have been regrouped/re-arranged, wherever considered necessary to make them conform to the figures for the current year.


Mar 31, 2013

Note 1 Basis of Preparation of Financial Statements

(a) The accounts are prepared on the historical cost basis and on the principles of going concern.

(b) Accounting policies not specifically referred to otherwise are being consistently followed and are in accordance with generally accepted accounting principles.

Note 2.1 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

The Company has issued only one class of equity shares having a par value of Rs. 10/- per share which rank pari-passu in all respects including voting rights and entitlement to dividend.

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

The Authorised Share Capital provides for Preference Share at a par value of Rs. 100/- each. The Company has so far not issued any Preference Share.

Note 2.2 Equity Shares in respect of each class in the Company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate 1,78,30,00,600 Equity shares are held by Jaiprakash Associates Limited, the holding company.

12,56,47,637 Equity shares are held by Jaypee Infra Ventures (A Private Company with unlimited liability), associate company of Jaiprakash Associates Limited.

Note 2.3 Equity shares reserved for issue under options and contracts/commitments for the sale of shares/ disinvestments, including terms and amounts

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1 Lac each aggregating to US$ 2000 Lacs at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price ofRs. 85.8139 per share, subject to the terms of issue with a Axed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place upto 31st March, 2013.

The bonds are redeemable at maturity on 13.02.2015 at a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2013 in US$ 1.06 Lacs (Previous Year US$1.04 Lacs) for a principal amount of US$ 1 Lac each]. A reserve aggregating to Rs. 6,875 Lacs up to 31.03.2013 (Previous Year Rs. 3,935 Lacs) has been created for the redemption premium.

No shares have been reserved for issue under options and contracts/commitments for the sale of shares/disinvestments.

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1 Lac each aggregating to US$ 2,000 Lacs at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a Axed exchange rate ofRs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015. Note 3.8 Calls unpaid (showing aggregate value of calls unpaid by directors and officers)

There are no calls unpaid including by directors and officers of the Company.

Note 2.4 Forfeited shares (amount originally paid up)

The Company has not forfeited shares.

3.1 300 MW Jaypee Baspa II HEP:

3.1(a) Rupee Term Loans, Foreign Currency Loans, Working Capital Facilities aggregating to Rs. 73,211.36 Lacs and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari-passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, Punjab National Bank, UCO Bank, Oriental Bank of Commerce, Allahabad Bank, United Bank of India, IDBI Bank Ltd., IFCI Ltd. and Power Finance Corporation Ltd., by way of :

(i) First Charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature, present & future of the Baspa II HEP ; and

(ii) First charge on all the Accounts of the Baspa II HEP including but not limited to the Trust & Retention Account, Escrow Account of HPSEB and Debt Service Reserve Account and other accounts required to be created under any Project Document or contract.

The loans are inter-alia also secured by way of :

(i) First charge on Baspa II HEP''s all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties, and assets of the Baspa II HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by Jaiprakash Associates Limited, (JAL) on pari-passu basis with lenders of Jaypee Vishnuprayag HEP and Jaypee Nigrie Super Thermal Power Project ; and

(iv) Corporate Guarantee furnished by Jaiprakash Associates Limited (JAL), the Holding Company, for the outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2013 amounting to Rs. 7,115.20 Lacs (Previous Year Rs. 10,289.42 Lacs).

3.1(b) The aforesaid security rank pari-passu for working capital limit (Fund based and non fund based) of Rs. 6,900 Lacs sanctioned by Punjab National Bank - Shimla with personal guarantees of Shri Jaiprakash Gaur - Founder Chairman, Shri Manoj Gaur - Chairman, Shri S.K. Sharma - Vice Chairman & CEO and Shri S. K. Jain-former Director of the Company. [Outstanding cash credit limit Rs. Nil (Previous Year Rs. 51 Lacs) and Bank Guarantees/LCs Rs. 4,511 Lacs (Previous Year Rs. 4,000 Lacs)]

3.1(c) The Foreign Currency Loans under Buyers'' Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

3.2 400 MW Jaypee Vishnuprayag HEP :

3.2(a) Rupee Term Loans, Foreign Currency Loans and Working Capital Facilities aggregating to Rs. 1,13,213.46 Lacs from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad Bank, Dena Bank, IDBI Bank Ltd., ICICI Bank Ltd. and Power Finance Corporation Ltd., by way of :

(i) First charge on 400 MW Vishnuprayag HEP''s present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature ; and

(ii) First charge on 400 MW Vishnuprayag HEP''s all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP document.

The loans are inter-alia also secured by way of:

(i) First charge on 400 MW Vishnuprayag HEP''s all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Plant ;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP ;

(iii) Pledge of 6,291 Lacs equity shares of the Company held by JAL on pari-passu basis with lenders of Baspa - II HEP and Nigrie Super Thermal Power Project ; and

(iv) Corporate Guarantee furnished by JAL, the Holding Company, for outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2013 amounting to US$ 130.99 Lacs (Previous Year US$ 161.81Lacs ).

3.2(b) Working Capital Loan of Rs. 6,000 Lacs sanctioned by ICICI Bank Ltd. (outstanding Rs. 600 Lacs), is secured by second mortgage/hypothecation and charge on all movable and immovable assets of 400 MW Jaypee Vishnuprayag HEP (including all revenues, receipts, receivables and intangible properties) both present and future and second charge on bank accounts including Trust and Retention accounts of the Plant.

3.3 1000 MW Jaypee Karcham Wangtoo HEP:

3.3(a) The Rupee Term Loan assistance of Rs. 4,47,304 Lacs (Previous Year Rs. 4,56,123 Lacs) by financial institutions and banks viz. Punjab National Bank, Union Bank of India, Allahabad Bank, Indian Bank, Central Bank of India, Bank of India, IDBI Bank Ltd., ICICI Bank Ltd., Jammu and Kashmir Bank Ltd., Infrastructure Development Finance Company Ltd. and SIDBI, together with all interest, cost and other charges/dues are secured by way of :

(i) First ranking pari-passu mortgage and hypothecation of all the immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Jaypee Karcham Wangtoo HEP and English mortgage on immovable property at Vadgaon, Taluka Mawal, District Pune, Maharashtra ; and

(ii) Pledge of 1,206 Lacs (Previous Year 1,206 Lacs) equity shares of the Company held by JAL on pari passu basis with the lenders of Rupee Term Loan and Working Capital facilities.

3.3(b) The aforesaid Security ranks pari-passu with working capital lender (i.e. IDBI Bank Limited) for Working Capital limit of Rs. 30,500 Lacs [Outstanding Cash credit limit Rs. 9,486 Lacs (Previous Year Rs. Nil) and Bank Guarantees/LCs of Rs. 2,867 Lacs (Previous Year Rs.182 Lacs)].

3.4 500 MW Jaypee Bina Thermal Power Plant:

3.4(a) Rupee Term Loans of Rs. 2,19,774 Lacs (Previous Year Rs. 1,87,888 Lacs) availed out of amount of Rs. 2,25,800 Lacs (existing Rs. 1,92,800 Lacs and additional Rs. 33,000 Lacs) from consortium of Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. Punjab National Bank, Union Bank of India, Allahabad Bank, Canara Bank, Central Bank of India, State Bank of Patiala, State Bank of Hyderabad, IDBI Bank Ltd., ICICI Bank Ltd. and The Jammu and Kashmir Bank Ltd., are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to Jaypee Bina Thermal Power Plant ; and

(ii) Pledge of 648.09 Lacs equity shares (Previous Year 648.09 Lacs equity shares) of the Company held by JAL, on pari-passu basis with the lenders.

3.4(b) The aforesaid security ranks pari-passu with working capital lenders (i.e. IDBI Bank Limited, State Bank of Patiala and Jammu & Kashmir Bank Ltd.) for working capital limit of Rs. 31,700 Lacs (Previous Year Rs. 7,500 Lacs). Fund based limit outstanding Rs. 14,221 Lacs (Previous Year Rs. Nil) and Bank Guarantees/LCs outstanding of Rs. 7,704.20 (Previous Year Rs. 4,808 Lacs).

3.5 1320 MW Jaypee Nigrie Super Thermal Power Project :

3.5(a) Financial assistance of Rs. 4,88,613 Lacs (Previous Year Rs. 2,23,169 Lacs) availed out of amount of Rs. 5,67,000 Lacs (INR 4,82,110 Lacs and External Commercial Borrowing (ECB) amounting to Jap. Yen 15.30 Billion equivalent to Rs. 84,890 Lacs) from consortium of Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari-passu among all the participating Institutions and Banks viz. Punjab National Bank, Canara Bank, Central Bank of India, Oriental Bank of Commerce, Bank of Baroda, Bank of Maharashtra, Indian Overseas Bank, Syndicate Bank, UCO Bank, United Bank of India, State Bank of Bikanar & Jaipur, State Bank of Patiala, State Bank of Hyderabad, Corporation Bank, IDBI Bank Ltd., ICICI Bank Ltd., IDFC Ltd. and LIC of India, are secured by way of :

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, and all revenues and receivables pertaining to the Jaypee Nigrie Super Thermal Power Project ; and

(ii) Pledge of 6,291 Lacs equity shares (Previous Year 6,291 Lacs equity shares) of the Company held by JAL on pari-passu basis with lenders of Jaypee Baspa - II HEP and Jaypee Vishnuprayag HEP

3.5(b) Bank Guarantee limit of Rs. 10,000 Lacs sanctioned by IDBI Bank Limited. Bank Guarantees outstanding for Rs. 10,000 Lacs (Previous Year Rs. 10,000 Lacs). The said Bank Guarantee is secured by way of subservient charge on the movable assets of the Jaypee Nigrie STPP and also by personal guarantee of Shri Manoj Gaur, Chairman of the Company.

3.6 Rupee Term Loan/Corporate Loan:

(i) Rupee Term Loan of Rs. 1,00,000 Lacs sanctioned by ICICI Bank Limited together with all interests, liquidated damages, front end fee, premia on prepayment, costs, charges, expenses and other monies is secured by (i) second charge on all present and future movable and immovable properties and assets of Sangam Power Generation Company Limited and Prayagraj Power Generation Company Limited (subsidiaries of the Company) and first charge on the designated bank account together with all the monies therein, (ii) pledge of 4,800Lacs equity shares of Rs. 10/- each fully paid up (Previous Year - 5,279 Lacs equity shares) of the Company held by JAL. As on 31.03.2013 outstanding amount of Rupee Term Loan was Rs. 70,000 Lacs (Previous Year Rs. 1,00,000 Lacs).

(ii) Rupee Term Loan of Rs. 1,00,000 Lacs sanctioned by State Bank of India during the financial year 2012-13, is secured by residual charge on all movable and immovable fixed assets of the Company on pari-passu basis with Non-Convertible Debentures (Rs. 98,259 Lacs) subscribed by ICICI Bank and pledge of 1,500 Lacs equity shares of the Company held by JPVL Trust. As on 31.03.2013 outstanding amount of Rupee Term Loan was Rs. 1,00,000 Lacs (Previous Year-Nil).

3.7 The Non-Convertible Debentures (series II) of Rs. 98,259 Lacs, subscribed by ICICI Bank Limited are secured by :

(i) Residual charge on the entire fixed assets of the Company ;

(ii) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman towards repayment of principal and premium on redemption of Debentures ; and

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company.

3.8 Repayment of Term Loans and Non-Convertible Debentures

3.8(a) 300 MW Jaypee BASPA-II HEP :

Rupee Term Loans (Rs. 84,500 Lacs) are repayable in 56 installments payable in July, August, September and October every year, which commenced from July, 2010 except for the following variation:

3.8(b) 400 MW Jaypee Vishnuprayag HEP :

Rupee Term Loans (Rs. 1,65,000 Lacs) are repayable in 54 equal quarterly installments payable in February, May, August and November every year, which commenced from November, 2009.

3.8(c) 1000 MW Jaypee Karcham Wangtoo HEP :

Rupee Term Loans (Rs. 4,79,254 lacs) are repayable in 75 equal installments payable in June, July, August, September & October every year, which commenced 15th June, 2012.

3.8(d) 500 MW Jaypee Bina Thermal Power Plant :

Rupee term Loans (Rs.1,92,800 Lacs) are repayable in 40 equal quarterly installments which commenced from 1st March, 2013 for 80% of loan and balance 20% in 41st Installment payable on 1st March, 2023.

Rupee term Loans (Rs. 33,000 Lacs) are repayable in 40 equal quarterly installments which commenced from 1st January, 2013 for 80% of loan and balance 20% in 41st Installment payable on 1st January, 2023.

3.8(e) 1320 MW Jaypee Nigrie Super Thermal Power Project :

Rupee Term Loans (Rs. 4,17,250 Lacs) are repayable in 40 equal quarterly installments commencing from November, 2014.

External Commercial Borrowings (Japanese Yen 1,21,800 Lacs) are repayable in 20 equal half yearly installments commencing from November, 2014.

3.8(f) Other Financial Assistance :

(i) Rupee Term Loan of Rs. 1,00,000 Lacs of ICICI Bank Limited is repayable in 9 quarterly installments payable in February, May, August and November each year which commenced from August, 2012.

(ii) Rupee Term Loan of Rs. 1,00,000 Lacs (Amount drawn Rs. 50,000 Lacs) of State Bank of India is repayable in 4 equal installments payable on 30th September, 2014, 30th September, 2015, 30th September, 2016, 30th September, 2017.

3.9 Unsecured Loans

(i) Unsecured loan of Rs. 1,000 Lacs is repayable to Government of Uttarakhand/Uttar Pradesh, which would be paid after having decision arrived between Government of Uttar Pradesh and Government of Uttarakhand for receipt of said payment.

(ii) The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1 Lac each aggregating to US$ 2000 Lacs at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a Axed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place upto 31st March, 2013.

The bonds are redeemable at maturity on 13.02.2015 at a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2013 in US$ 1.06 Lacs (Previous Year US$1.04 Lacs) for a principal amount of US$ 1 Lac each]. A reserve aggregating to Rs. 6,875 Lacs up to 31.03.2013 (Previous Year - Rs. 3,935 Lacs) has been created for the redemption premium.

As on 31.03.2013 the Company has outstanding exposure of US$ 2000 Lacs against FCCB unhedged, pending conversion into equity share capital. (An amount of US$ 145.03 Lacs (hedged)(Previous Year US $.242.64 Lacs) out of FCCB funds is parked overseas pending utilization as on 31.03.2013.)

Note 4

In the opinion of the Board of Directors, the "Non Current Assets and Long Term Loans and Advances", have a value on realisation, in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

Note 5

Corporate Guarantee

The Company has given Corporate Guarantee of USD 1500 Lacs (equivalent to Rs. 84,000 Lacs) in favour of State Bank of india, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited.

Note 6

Advance to Suppliers, Contractors and others shown under "Long Term Loans and Advances" in Note ''16'' and under "Short Term Loans & Advances" in Note ''21'' includes Advance to Jaiprakash Associates Limited, the holding Company under EPC Contract for Rs. 586.84 Lacs (Previous Year Rs. 7,145.79 Lacs) and Rs. 311.46 Lacs (Previous Year Rs. 134.41 Lacs) respectively. Maximum amount outstanding during the Year was Rs. 756.21 Lacs (Previous Year Rs. 24,579 Lacs ).

Note 7

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

(1) Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

(a) Holding Company

Jaiprakash Associates Limited

(b) Subsidiary Companies:

(1) Jaypee Powergrid Limited

(2) Sangam Power Generation Company Limited

(3) Prayagraj Power Generation Company Limited

(4) Jaypee Arunachal Power Limited

(5) Jaypee Meghalaya Power Limited

(c) Fellow Subsidiary Companies:

(1) Jaypee Ganga Infrastructure Corporation Limited

(2) Himalyan Expressway Limited

(3) Jaypee Infratech Limited

(4) Jaypee Sports International Limited

(5) Jaypee Cement Corporation Limited (JCCL)

(6) Bhilai Jaypee Cement Limited

(7) Bokaro Jaypee Cement Limited

(8) Gujarat Jaypee Cement & Infrastructure Limited

(9) Jaypee Agra Vikas Limited

(10) Jaypee Fertilizers & Industries Limited

(11) Jaypee Assam Cement limited

(12) Himalayaputra Aviation Limited

(13) Jaypee Healthcare Limited (w.e.f. 30.10.2012)

(14) Jaypee Cement Cricket (India) Limited (w.e.f. 20.10.2012)

(15) Jaypee Cement Hockey (India) Limited (w.e.f. 05.11.2012)

(16) Jaiprakash Agri Initiatives Company Limited (subsidiary of JCCL w.e.f. 25.03.2013)

(d) Associate Companies/Concerns:

(1) Jaypee Infra Ventures (A Private Company with unlimited liability)

(2) Jaypee Development Corporation Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(3) JIL Information Technology Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(4) Gaur & Nagi Limited (subsidiary of JIL Information Technology Limited)

(5) Indesign Enterprises Pvt. Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(6) GM Global Mineral Mining Private Limited (subsidiary of Indesign Enterprises Pvt. Limited)

(7) Jaypee International Logistics Company Private Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(8) Tiger Hills Holiday Resort Private Limited (subsidiary of Jaypee Development Corporation Limited)

(9) Anvi Hotels Private Limited [(subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)]

(10) Jaypee Uttar Bharat Vikas Private Limited

(11) Kanpur Fertilisers and Cement limited (subsidiary of Jaypee Uttar Bharat Vikas Pvt. Limited)

(12) RPJ Minerals Private Limited

(13) Sarveshwari Stone Products Pvt. Ltd. (subsidiary of RPJ Minerals Private Limited)

(14) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private Limited)

(15) Sonebhadra Minerals Private Limited

(16) MP Jaypee Coal Limited

(17) Madhya Pradesh Jaypee Minerals Limited

(18) MP Jaypee Coal Fields Limited

(19) Jaiprakash Kashmir Energy Limited

(20) Jaypee Hotels Limited

(21) Milestone Home Finance Company Private Limited (subsidiary of Jaypee Hotels Limited w.e.f. 28.09.2012)

(22) Jaypee Mining Venture Private Limited

(23) Ceekay Estate Private Limited

(24) Pac Pharma Drugs and Chemicals Private Limited

(25) Akasva Associates Private Limited

(26) Jaiprakash Exports Private Limited

(27) Bhumi Estate Developers Private Limited

(28) Jaypee Technical Consultants Private Limited

(29) Andhra Cements Limited (subsidiary of Jaypee Development Corporation Limited)

(30) Jaypee Jan Sewa Sansthan (Rs.Not for profit'' Private limited Company w.e.f. 12.06.2012)

(e) Key Management Personnel:

Jaiprakash Power Ventures Limited

(1) Shri Manoj Gaur, Chairman

(2) Shri Sunil Kumar Sharma, Vice Chairman and CEO

(3) Shri Suren Jain, Managing Director and CFO

(4) Shri R.K. Narang, Whole-time Director

(5) Shri Suresh Chandra, Whole-time Director

(6) Shri Parveen Kumar Singh, Whole-time Director

(7) Shri Dharam Paul Goyal, Whole-time Director (up to 31.03.2013)

(8) Shri Ravindra Mohan Chadha, Whole-time Director (up to 31.03.2013)

Guarantees given by the holding company on behalf of the Company and guarantee given by the Company on behalf of the holding company have been mentioned elsewhere in the Notes to Financial Statements.

Note 8

(a) Provident Fund - Defined Contribution Plan

Employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and Employees Deposit Linked Insurance charges Rs. 213 Lacs during the year (Previous Year 157.00 Lacs) and Rs. 55 Lacs (Previous Year Rs. 60 Lacs) booked in Incidental Expenses during construction pending capitalisation.

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS 15(revised). Jaiprakash Associates Limited {JAL} (the Company''s holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March, 2009 for JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the Company is participating in the Trust Fund by contributing its liability accrued up to the close of each financial year to the Trust Fund.

Note 9

(a) Pursuant to Revised Schedule-VI of the Companies Act, 1956 and Guidance Note issued by the Institute of Chartered Accountants of India requiring recognition of MAT credit in the Books of Accounts, the MAT credit entitlement and Deferred Tax Liability (Net) has been recognised in the Books of Accounts from the financial year 2011-12.

(b) As there is no taxable profit up to 31st March, 2013, no income tax amount has been provided for the period up to 31st March, 2013. The MAT chargeable on book profit up to 31st March, 2013 has been treated as MAT credit entitlement. Further deferred tax liability of Rs. 1,989 Lacs has been provided for the year ended 31st March, 2013.

(c) Wealth Tax liability of Rs. 0.96 Lacs has been provided in Statement of Profit & Loss.

Note 10

(a) A Power Purchase Agreement (PPA) for sale of 704 MW power, out of 1000 MW power from the Karcham Wangtoo HEP to Power Trading Corporation (India) Limited (PTC) was executed by erstwhile JKHCL (since merged with the Company) on 21st March, 2006 for a term of 35 years with the stipulation that the tariff for sale of power shall be as approved by Central Electricity Regulatory Commission (CERC) based on the completion cost to be approved by Central Electricity Authority (CEA)/Central Electricity Regulatory Commission. It was subsequently found that the Electricity Act, 2003, does not provide for the determination of tariff for sale of power by a Generating Company to a Trading company and therefore based on the legal opinion the said PPA was considered to be void and PTC was informed accordingly. PTC had approached the Hon''ble High Court of Delhi with a prayer for restraining the Company from entering into agreement for sale of aforesaid power to any third party which was rejected. The PTC then filed a SLP in the Hon''ble Supreme Court against the order of Hon''ble High Court of Delhi, which is pending.

During the proceedings before Hon''ble High Court of Delhi, PTC invoked the arbitration clause of the PPA against Company''s stand that the PPA was void and an Arbitral Tribunal consisting of three members was constituted. The Arbitral Tribunal, by its majority Award dated 28th April, 2011, dismissed the claim of PTC and declared the PPA to be void. PTC challenged the said Award before the Hon''ble High Court of Delhi. The Learned Single bench Judge of the Hon''ble High Court of Delhi vide its judgment and order dated 15th May, 2012 set aside the majority Award and concluded that the PPA is not void. Company filed an Appeal against the said judgment before the Division Bench of the Hon''ble High Court of Delhi which is pending.

(b) The Haryana Power Generation Corporation Limited (HPGCL) with whom the PTC had entered into a Power Sale Agreement (PSA) for sale of 200 MW out of 704 MW power covered by the PPA has approached Haryana Electricity Regulatory Commission (HERC) to direct the Company to supply 200 MW power to PTC for onward supply to HPGCL. The Company has taken a position that HPGCL has no privity of contract with the Company and HERC has no jurisdiction in the matter. HERC has however held that it has jurisdiction in the matter and therefore the Company has filed an Appeal before the Appellate Tribunal for Electricity (APTEL) against the order of HERC. APTEL vide its order dated 20th July, 2012 set aside the HERC''s order and held that HERC has no jurisdiction in the matter. PTC has filed a Civil Appeal before Supreme Court of India with a prayer to set aside the APTEL Judgment dated 20th July, 2012 which is pending.

Note 11

(i) 900 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 840 Lacs) held by the Company of Jaypee Powergrid Ltd. (Subsidiary Company) are pledged with Security Trustees, IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd.

(ii) 7,844.77 Lacs Equity Shares of Rs. 10/- each fully paid (Previous Year 3,535.27 Lacs) held by the Company of Prayagraj Power Generation Co. Ltd. (Subsidiary Company) are pledged with Security Trustees, SBI Cap Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Prayagraj Power Generation Co. Ltd.

Note 12

(a) The Company has presently one operative segment i.e. Generation of Power. The Company had commenced construction of Cement Grinding Unit at Jaypee Nigrie Super Thermal Power Plant, for gainful utilisation of dry fly ash and as mandated by Ministry of Environment and Forests. Accordingly, now the Company has two segments, Power Generation and Cement. As total assets employed in Cement Grinding Unit are less than 10% of the total assets of the Company, therefore, separate segment reporting is not applicable.

(b) The operations of the Company are carried within the Country and therefore geographical segments are not applicable.

Note 13

In terms of ''Accounting Standard (AS) 28'', the assets are not impaired because the recoverable amount of Axed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

Note 14

All the figures have been rounded offto the nearest rupees in lacs.

Note 15

Previous Year''s figures have been regrouped/re-arranged , wherever considered necessary to make them conform to the figures for the current year.


Mar 31, 2012

Note 1

Corporate Information

Jaiprakash Power Ventures Limited, a part of Jaypee Group was incorporated in the year 1994. The Company is engaged in the business of generation of Power. The Company owns and operates the 300 MW Jaypee Baspa II Hydro Electric Plant at District Kinnaur, Himachal Pradesh, 400 MW Jaypee Vishnuprayag Hydro Electric Plant at District Chamoli, Uttrakhand and 1000 MW Jaypee Karcham Wangtoo Hydro Electric Plant at District Kinnaur, Himachal Pradesh.

The Company is also implementing the following Thermal Power Plants:

(a) 500 MW (Phase I) Jaypee Bina Thermal Power Plant at Village Sirchopi, District Sagar, Madhya Pradesh. It is expected to commence operations in the financial year 2012-13.

(b) 1320 MW Jaypee Nigrie Super Critical Thermal Power Plant at District Singrauli, Madhya Pradesh. It is expected to commence operations in the financial year 2013-14.

The Company is setting up/planning following Power Plants through its subsidiaries:

(a) 1980 MW (Phase I) Thermal Power Plant through Prayagraj Power Generation Company Limited at Bara, District Allahabad.

(b) 1320 MW (Phase I) Thermal Power Plant through Sangam Power Generation Company Limited at Karchana, District Allahabad.

(c) 2700 MW Lower Siang and 500 MW Hirong Hydro Electric Plants through Jaypee Arunachal Power Limited in Arunachal Pradesh.

(d) 450 MW Kynshi and 270 MW Umngot Hydro Electric Plants through Jaypee Meghalaya Power Limited in Meghalaya.

The Company through its subsidiary Jaypee Powergrid Limited has developed 217 Km long power transmission line to evacuate power from 1000 MW Jaypee Karcham Wangtoo Hydro electric Plant

Note 2

2(i) Basis of Preparation of Financial Statements

(a) The accounts are prepared on the historical cost basis and on the principle of a going concern.

(b) Accounting policies not specifically referred to otherwise are being consistently followed and are in accordance with generally accepted accounting principles.

Note 3.1 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

Equity Shares having a par value of " 10/- per share. Each holder of equity shares is entitled to one vote per share and entitled to dividend.

Preference Shares having a par value of " 100/- per share, with power to the Company to convert Preference Shares into Equity Shares at any time and from time to time to increase, reduce or modify the capital and to divide all or any of the shares in the capital of the Company, for the time being , and to classify and reclassify such shares from shares of one class into shares of other class or classes and to attach there to respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions and to vary, modify or abortage any such rights , privileges, conditions or restrictions, in accordance with the provisions of Articles of Association of the Company and the provisions of the Companies Act, 1956. Preference share holders are entitled to dividend at a fixed rate and is not entitled to vote at the General Meeting of the Company. The Company has not issued any class of Preference Shares.

Note 3.2 Equity Shares in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate 1,78,30,00,600 Equity Shares are held by Jaiprakash Associates Limited, the holding company.

21,46,22,624 Equity Shares are held by Jaypee Infra Ventures (A Private Company with unlimited liability), associate company of Jaiprakash Associates Limited.

Note 3.3 Equity Shares reserved for issue under options and contracts/commitments for the sale of shares/ disinvestments, including terms and amounts

The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1.00 Lacs each aggregating to US$ 200 Million at par on 12.02.2010. These Bonds are convertible at the option of the bond- holders into equity shares of " 10/- each fully paid up at the conversion price of " 85.8139 per share, subject to the terms of issue with a fixed exchange rate of " 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place till date upto financial year 2011-12.

The bonds are redeemable at maturity on 13.02.2015 at a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2012 in US$ 1.04 Lacs (Previous Year - US$1.02 Lacs) for a principal amount of US$ 1.00 Lacs each]. A reserve aggregating to " 3,935 Lacs up to 31.03.2012 (Previous year- " 2,089 Lacs) has been created for the redemption premium.

No shares reserved for issue under options and contracts/ commitments for the sale of shares/disinvestments.

Note 3.4 Calls unpaid (showing aggregate value of calls unpaid by directors and officers)

There are no calls unpaid including by directors and officers of the Company.

Note 3.5 Forfeited shares (amount originally paid up)

No shares have been forfeited .

4.1 300 MW Jaypee Baspa II HEP:

4.1(a) Rupee Term Loans, Foreign Currency Loans, Working Capital Facilities and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, Punjab National Bank, UCO Bank, Oriental Bank of Commerce, Allahabad Bank, United Bank of India, IDBI Bank Ltd, IFCI Ltd. and Power Finance Corporation Ltd. by

(i) First Charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature, present & future of the Baspa II HEP.

(ii) First charge on all the Accounts of the Baspa II HEP including but not limited to the Trust & Retention Account, Escrow Account of HPSEB and Debt Service Reserve Account and other accounts required to be created under any Project Document or contract.

The loans are inter-alia also secured by way of:

(i) First charge on Baspa II HEP's all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Project;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties, and assets of the Baspa II HEP.

(iii) Pledge of 6,291 Lacs shares of the Company held by Jaiprakash Associates Limited, (JAL) on pari-passu basis with lenders of Jaypee Vishnuprayag HEP and Jaypee Nigrie Super Thermal Power Project.

(iv) Corporate Guarantee furnished by Jaiprakash Associates Limited (JAL), the Holding Company, for the outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2012 amounting to Rs. 10,289.42 Lacs (Previous Year- Rs. 12,786.98 Lacs).

4.1(b) The aforesaid security rank pari-passu for working capital limit (Fund based and non fund based) outstanding Rs. 4,051 Lacs against limit of Rs. 6,900 Lacs sanctioned by Punjab National Bank, Shimla with personal guarantees of Shri Jaiprakash Gaur, Founder Chairman, Shri Manoj Gaur, Chairman, Shri S.K. Sharma, Vice Chairman & CEO and Shri S. K. Jain, former Director of the Company.

4.1(c) The Foreign Currency Loans under Buyers' Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

4.2 400 MW Jaypee Vishnuprayag HEP :

4.2(a) Rupee Term Loans, Foreign Currency Loans and Working Capital Facilities from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other charges are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad Bank, Dena Bank, IDBI Bank Ltd., ICICI Bank Ltd., and Power Finance Corporation Ltd.

(i) First charge on 400 MW Vishnuprayag HEP's present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature, and

(ii) First charge on 400 MW Vishnuprayag HEP's all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP document.

The loans are inter-alia also secured by way of:

(i) First charge on 400 MW Vishnuprayag HEP's all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Project.

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP.

(iii) Pledge of 6,291 Lacs shares of the Company held by JAL on pari-passu basis with lenders of Baspa – II HEP and Nigrie Super Thermal Power Project.

(iv) Corporate Guarantee furnished by JAL, the Holding Company, for outstanding financial assistance of Power Finance Corporation Ltd., as on 31.03.2012 amounting to US$ 161.81 Lacs (Previous Year $ 192.63 Lacs).

4.2(b) Working Capital Loan of Rs. 6,000 Lacs sanctioned by ICICI Bank Ltd., is secured by second mortgage/ hypothecation and charge on all movable and immovable assets of 400 MW Jaypee Vishnuprayag HEP (including all revenues, receipts, receivables and intangible properties) both present and future and second charge on bank accounts including Trust and Retention accounts of the Plant.

4.3 1000 MW Jaypee Karcham Wangtoo HEP:

4.3(a) The Rupee Term Loan assistance of Rs. 4,56,123 Lacs (Previous Year - Rs. 4,18,919 Lacs) by financial institutions and banks together with all interest, cost and other charges/dues are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all the immovable and movable assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Jaypee Karcham Wangtoo HEP and English mortgage on immovable property at Vadgaon, Taluka Mawal, District Pune, Maharashtra.

(ii) Pledge of 12,06,00,000 equity shares of the Company held by JAL on pari passu basis with the lenders.

In the Previous year 32,55,00,000 equity shares of erstwhile Jaypee Karcham Hydro Corporation Limited (JKHCL) held by Jaiprakash Power Ventures Ltd (JPVL), earlier Holding Company of JKHCL and 27,75,00,000 equity shares of JKHCL held by Jaiprakash Associates Limited (JAL) were pledged with lenders on pari passu basis. Consequent to amalgamation, of JKHCL with JPVL 60,30,00,000 equity shares were converted into 12,06,00,000 equity shares of JPVL (6,51,00,000 equity shares held by JPVL and 5,55,00,000 equity shares held by JAL). 6,51,00,000 equity shares held by JPVL were released and replaced by JAL. Thus total 12,06,00,000 equity shares held by JAL were pledged.

4.3(b) The aforesaid Security ranks pari-passu with working capital lender (i.e. IDBI Bank Limited) for Working Capital limit of Rs. 30,500 Lacs (Outstanding Bank Guarantees of Rs. 182 Lacs) (Previous Year – Nil).

4.4 500 MW Jaypee Bina Thermal Power Plant :

4.4(a) Financial Assistance of Rs.1,87,888 Lacs (Previous Year Rs.1,16,668 Lacs) from consortium of Financial Institutions and Banks with all interest, cost and other charges/dues are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movable assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Jaypee Bina Thermal Power Plant.

(ii) Pledge of 6,48,09,231 equity shares of the Company held by JAL, on pari-passu basis with the lenders.

In the Previous Year, 42,12,60,000 equity shares of erstwhile Bina Power Supply Company Ltd. (BPSCL) (earlier the Subsidiary Company), held by Jaiprakash Power Ventures Ltd. (earlier the Holding Company) were pledged with lenders on pari pasu basis. Consequent to amalgamation of BPSCL with JPVL, the pledged shares of BPSCL were converted to 6,48,09,231 equity shares of JPVL, which were got released from the lenders and similar number of shares of JPVL held by JAL were pledged .

4.4(b) The aforesaid Security ranks pari-passu with working capital lender (i.e. IDBI Bank Limited) for working capital limit of Rs. 7,500 Lacs. Bank Guarantees outstanding of Rs.4,808 Lacs (Previous Year – Rs. 3,235 Lacs).

4.5 1320 MW Jaypee Nigrie Super Thermal Power Project :

4.5(a) Financial assistance of Rs. 2,23,169 Lacs (Previous year Rs. 40,120 Lacs) availed out of amount of Rs. 5,67,000 Lacs (INR 4,82,110 Lacs and External Commercial Borrowing (ECB) amounting to Jap. Yen 15.30 Billion equivalent to Rs. 84,890 Lacs) sanctioned by consortium of Financial Institutions and Banks with all interest, cost and other charges/dues are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movable assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to the Jaypee Nigrie Super Thermal Power Project.

(ii) Pledge of 6,291 Lacs equity shares (Previous Year 6,291 Lacs ) of the Company held by JAL on pari-passu basis with lenders of Jaypee Baspa – II HEP and Jaypee Vishnuprayag HEP.

4.5(b) Bank Guarantee limit of Rs.10,000 Lacs sanctioned by IDBI Bank Limited. Bank Guarantees outstanding for Rs. 10,000 Lacs (Previous Year- Rs. 7,565 Lacs). The said Bank Guarantee is secured by way of subservient charge on the movable assets of the Jaypee Nigrie STPP and also by personal guarantee of Shri Manoj Gaur, Chairman of the Company.

4.6 Rupee Term Loan/Corporate Loan:

The Rupee Term Loan of Rs.1,00,000 Lacs sanctioned by ICICI Bank Limited together with all interests, liquidated damages, front end fee, premia on prepayment, costs, charges, expenses and other monies is secured by (i) second charge on all present and future movable and immovable properties and assets of Sangam Power Generation Company Limited and Prayagraj Power Generation Company Limited (subsidiaries of the Company) and first charge on the designated bank account together with all the monies therein (ii) pledge of 52,79,00,000 equity shares of Rs. 10/- each fully paid up (Previous Year 45,46,00,000 equity shares) of the Company held by JAL.

4.7 The Non-Convertible Debentures Series I of Rs. 99,998 Lacs and series II of Rs. 98,259 Lacs, subscribed by ICICI Bank Limited are secured by :

(i) Residual charge on the entire fixed assets of the Company.

(ii) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman towards repayment of principal and interest on the Debentures.

(iii) Letter of Comfort from Jaiprakash Associates Limited, the holding company.

4.8 Repayment of Term Loans and Non-Convertible Debentures

4.8(a) 300 MW BASPA-II HEP :

All Rupee Term Loans are repayable in 56 installments payable in July, August, September and October each year commenced from July, 2010 onwards, with the following variation:

4.8(b) 400 MW Vishnuprayag HEP :

Rupee Term Loan of " 1,65,000 Lacs is repayable in 54 equal quarterly installments payable in February, May, August and November each year commenced from November, 2009 onwards.

4.8(c) 1000 MW Jaypee Karcham Wangtoo HEP :

All Rupee Term Loans are repayable in 75 equal installments payable in June, July, August, September & October each year commencing from 15th June, 2012 to 15th October, 2026.

4.8(d) 500 MW Jaypee Bina Thermal Power Project :

All Rupee Term Loans are repayable in 40 equal quarterly installments in March, June, September and December each year commencing from March, 2013 for 80% of loan and balance 20% in 41st Installment payable on 1st March, 2023.

4.8(e) 1320 MW Jaypee Nigrie Super Thermal Power Project :

All Rupee Term Loans are repayable in 40 equal quarterly installments commencing from November, 2014.

ECB is repayable in 20 equal half yearly installments commencing from November, 2014.

4.8(f) Other Loans :

(i) Rupee Term Loan of "1,00,000 Lacs of ICICI Bank Limited are repayable in 9 quarterly installments payable in February, May, August and November each year commencing from August, 2012 onwards.

4.9 Unsecured Loans

(i) Unsecured loan of "1,000 Lacs is repayable to Government of Uttarakhand, which would be paid after having decision arrived between Government of Uttar Pradesh and Government of Uttarakhand for receipt of said payment.

(ii) The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1.00 Lacs each aggregating to US$ 200 Million at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of " 10/- each fully paid up at the conversion price of " 85.8139 per share, subject to the terms of issue with a fixed exchange rate of " 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place till date upto financial year 2011-12.

The bonds are redeemable at maturity on 13.02.2015 at a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2012 in US$ 1.04 Lacs (Previous Year - US$1.02 Lacs) for a principal amount of US$ 1.00 Lacs each]. A reserve aggregating to " 3,935 Lacs up to 31.03.2012 (Previous year- " 2,089 Lacs) has been created for the redemption premium.

As on 31.03.2012 the Company has outstanding exposure of US$ 200 Million against FCCB unhedged, pending conversion into equity share capital. (An amount of US$ 242.64 Lacs (hedged) out of FCCB funds is parked overseas pending utilization as on 31.03.2012).

Note - 5

In the opinion of the Board of Directors, the "Non Current Assets and Long Term Loans and Advances", have a value on realisation, in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

Note - 6

Disclosure as required under Notification No. G.S.R. 719 (E) dated 16th November, 2007 issued by the Ministry of Corporate Affairs (As certified by the Management):

(Rs.in Lacs)

Figures as at Figures as at the end of the end of Particulars current reporting previous reporting period, period, March 31, 2012 March 31, 2011

Note 6 Contingent Liabilities:

(i) Outstanding amount of Letter of Credit 41,802 12,331

Margin Money against above 244 191

(ii) Outstanding amount of Bank Guarantee 20,056 11,630

Margin Money against above 208 199

(iii) Estimated amount of contracts remaining to be INR 273,196 312,033

executed on Capital Account USD 415 771

and not provided for (net of Euro 165 219 advances) JPY 87,071 124,499 Can. Dollar - 1

(iv) Claims against the Company not acknowledged as debts. 188 191

(v) Income tax matters under appeal 795 1,895

(vi) The Government of Himachal Pradesh has imposed entry tax on the goods entering the state of Himachal Pradesh. This was challenged by the Company before the Hon'ble High Court of Himachal Pradesh at Shimla. The Hon'ble High Court passed an interim order that tax paid by the Company would be treated as deposit and not as tax payment. The final decision of Hon'ble High Court is awaited. The total liability as at 31st March, 2012 is Rs.3,363.60 Lacs (Previous Year Rs.2,714.69 Lacs) against which the Company has deposited Rs.1,834.53 Lacs.

Note - 7

Advance to Suppliers, Contractors and others shown under "Long Term Loans and Advances" in Note '17' and under " Short Term Loans & Advances" in Note '22' includes Advance to Jaiprakash Associates Limited, the holding Company under EPC Contract for Rs. 7,145.79 Lacs ( Previous Year Rs. 395.14 Lacs ) and Rs.134.41 Lacs (Previous Year Rs. 3,620.86 Lacs) respectively. Maximum amount outstanding during the Year was Rs. 5,718.39 Lacs (Previous year Rs. 24,579 Lacs ).

Note - 8

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

(1) Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

(a) Holding Company

Jaiprakash Associates Limited

(b) Subsidiary Companies:

(1) Jaypee Powergrid Limited

(2) Sangam Power Generation Company Limited

(3) Prayagraj Power Generation Company Limited

(4) Jaypee Arunachal Power Limited

(5) Jaypee Meghalaya Power Limited

(c) Fellow Subsidiary Companies:

(1) Jaypee Ganga Infrastructure Corporation Limited

(2) Himalyan Expressway Limited

(3) Jaypee Infratech Limited

(4) Jaypee Sports International Limited

(5) Jaypee Cement Corporation Limited

(6) Bhilai Jaypee Cement Limited

(7) Bokaro Jaypee Cement Limited

(8) Gujarat Jaypee Cement & Infrastructure Limited

(9) Jaypee Agra Vikas Limited

(10) Jaypee Fertilizers & Industries Limited

(11) Jaypee Assam Cement Limited (w.e.f. 30.08.2011)

(12) Himalayaputra Aviation Limited (w.e.f. 23.07.2011)

(d) Associate Companies/Concerns :

(1) Jaypee Infra Ventures (A Private Company with unlimited liability) - (The erstwhile Jaypee Ventures Private limited merged in the Company w.e.f. 01.04.2011, the appointed date)

(2) Jaypee Development Corporation Limited (subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)

(3) JIL Information Technology Limited (subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)

(4) Gaur & Nagi Limited (subsidiary of JIL Information Technology Limited)

(5) Indesign Enterprises Pvt. Limited (subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)

(6) Indus Hotels UK Limited (subsidiary of Indesign Enterprises Pvt. Limited) (up to 05.07.2011)

(7) GM Global Mineral Mining Private Limited (Subsidiary of Indesign Enterprises Pvt. Limited)

(8) Jaiprakash Agri Initiatives Company Limited (subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)

(9) Jaypee International Logistics Company Private Limited (subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)

(10) Tiger Hills Holiday Resort Private Limited (subsidiary of Jaypee Development Corporation Limited)

(11) Anvi Hotels Private Limited (subsidiary of Jaypee Infra Ventures (A Private Company with unlimited liability)

(12) Jaypee Uttar Bharat Vikas Private Limited

(13) Kanpur Fertilizers and Cement limited (subsidiary of Jaypee Uttar Bharat Vikas Pvt. Limited )

(14) RPJ Minerals Private Limited

(15) Sarveshwari Stone Products Pvt. Ltd. (subsidiary of RPJ Minerals Private Limited)

(16) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private Limited)

(17) Sonebhadra Minerals Private Limited

(18) MP Jaypee Coal Limited

(19) Madhya Pradesh Jaypee Minerals Limited

(20) MP Jaypee Coal Fields Limited

(21) Jaiprakash Kashmir Energy Limited

(22) Jaypee Hotels Limited

(23) Jaypee Mining Venture Private Limited

(24) Ceekay Estate Private Limited

(25) Pac Pharma Drugs and Chemicals Private Limited

(26) Akasva Associates Private Limited

(27) Sparton Growth Fund Private Limited - Upto 30.6.2011

(28) Jaiprakash Exports Private Limited

(29) Bhumi Estate Developers Private Limited

(30) Jaypee Technical Consultants Private Limited

(31) Essjay Enterprises Private Limited - Upto 30.6.2011

(32) Angad Growth Fund Private Limited - Upto 30.6.2011

(33) Andhra Cements Limited (subsidiary of Jaypee Development Corporation Limited (w.e.f. 10.02.2012)

(e) Key Management Personnel:

Jaiprakash Power Ventures Limited

(1) Shri Manoj Gaur, Chairman

(2) Shri Sunil Kumar Sharma, Vice Chairman and CEO

(3) Shri Suren Jain, Managing Director and CFO

(4) Shri R.K. Narang, Whole-time Director

(5) Shri Suresh Chandra, Whole-time Director

(6) Shri Dharam Paul Goyal, Whole-time Director (w.e.f. 12.08.2011)*

(7) Shri Parveen Kumar Singh, Whole-time Director (w.e.f. 12.08.2011)*

(8) Shri Ravindra Mohan Chadha, Whole-time Director (w.e.f. 12.08.2011)*

(9) Shri P.K.Jain, Whole-time Director of erstwhile Bina Power Supply Company Limited (up to 30.06.2011)

(10) Shri V.K.Sriwastava, Whole-time Director of erstwhile Bina Power Supply Company Limited (up to 25.07.2011)

* Shri Dharam Paul Goyal was Managing Director of erstwhile Jaypee Karcham Hydro Corporation Limited (JKHCL) up to 11.08.2011 and Shri Ravindra Mohan Chadha & Shri Praveen Kumar Singh were Whole-time Directors of erstwhile JKHCL up to 11.08.2011

Note - 9

Pursuant to the Memorandum of Understanding signed with Power Grid Corporation of India Limited (PGCIL), a Joint Venture Company in the name of 'Jaypee Powergrid Ltd.' (JPL) had been incorporated on 05.10.2006 by the Company for developing a Transmission System for the evacuation of power to be generated by the 1000 MW Karcham Wangtoo Hydro Electric Project in the State of Himachal Pradesh, to a suitable interconnection point. The Shareholders' Agreement had been signed with PGCIL on 22.02.2007 with 74% Equity Participation by the Company and the balance 26% Equity is to be contributed by PGCIL.

Note - 10

Earnings Per Share is computed in accordance with Accounting Standard-20 issued by the Institute of Chartered Accountants of India.

Note 11

(a) Provident Fund - Defined Contribution Plan

Employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and Employees Deposit Linked Insurance charges " 157.00 Lacs during the year (Previous Year " 90.16 Lacs) and " 60.05 Lacs (Previous year " 86.86 Lacs) booked in Incidental Expenses (Pending Capitalisation).

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS-15 (Revised). Jaiprakash Associates Limited (JAL) (the Company's holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March, 2009 for JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the Company is participating in the Trust Fund by contributing its liability accrued up to the close of each financial year to the Trust Fund.

Note - 12

(a) Pursuant to Revised Schedule-VI of the Companies Act, 1956 and Guidance Note issued by the Institute of Chartered Accountants of India requiring recognition of MAT credit in the Books of Accounts, it has been decided to opt for benefit under Section 80 (IA) of the Income Act, 1961 from a subsequent year in respect of Jaypee Karcham Hydro electric Plant. Therefore the MAT credit entitlement and Deferred Tax Liability (Net) has been recognised in the Books of Accounts from the current year. Necessary adjustments of MAT credit entitlement/Deferred Tax Liability (Net) in respect of earlier years have been disclosed in Note No. 4 under the heading "Surplus".

(b) A provision of Rs. 9,265 Lacs (Previous Year Rs. 4,116 Lacs) towards Minimum Alternate Tax (MAT) as Tax payable under Section 115JB of Income Tax Act, 1961 has been made. MAT paid by the Company for the year is allowed to be carried forward for a period up to next 10 years to be adjusted against the normal tax payable, if any, in those years, therefore the same has been shown as MAT Credit entitlement for the current year as per revised Schedule VI. Further an amount of Rs. 23,201 Lacs available to the Company as MAT Credit entitlement for earlier years have been added to "Surplus" with a corresponding debit to MAT credit entitlement under "Short Term Loans and Advances"- Ref. Note 22.

(c) Wealth Tax Liability of Rs. 1.11 Lacs has been provided in Statement of Profit and Loss.

Note - 13

(a) A Power Purchase Agreement (PPA) for sale of 704 MW power, out of 1000 MW power from the Karcham Wangtoo HEP to Power Trading Corporation (India) Limited (PTC) was executed by erstwhile JKHCL (since merged with the Company) on 21st March, 2006 for a term of 35 years with the stipulation that the tariff for sale of power shall be as approved by Central Electricity Regulatory Commission (CERC) based on the completion cost to be approved by Central Electricity Authority (CEA)/Central Electricity Regulatory Commission. It was subsequently found that the Electricity Act, 2003, does not provide for the determination of tariff for sale of power by a Generating Company to a Trading company and therefore based on the legal opinion the said PPA was considered to be void and PTC was informed accordingly. PTC had approached the Hon'ble High Court of Delhi with a prayer for restraining the Company from entering into agreement for sale of aforesaid power to any third party which was rejected. The PTC then filed a SLP in the Hon'ble Supreme Court against the order of Hon'ble High Court of Delhi, which is pending.

During the proceedings before Hon'ble High Court of Delhi, PTC invoked the arbitration clause of the PPA against Company's stand that the PPA was void and an Arbitral Tribunal consisting of three members was constituted. The Arbitral Tribunal, by its majority Award dated 28th April, 2011, dismissed the claim of PTC and declared the PPA to be void. PTC challenged the said Award before the Hon'ble High Court of Delhi. The Learned Single Judge of the Hon'ble High Court of Delhi vide its judgment and order dated 15th May, 2012 set aside the majority Award and concluded that the PPA is not void. Company shall file an Appeal against the said judgment before the Division Bench of the Hon'ble High Court of Delhi.

(b) The Haryana Power Generation Corporation Limited (HPGCL) with whom the PTC had entered into a Power Sale Agreement (PSA) for sale of 200 MW out of 704 MW power covered by the PPA has approached Haryana Electricity Regulatory Commission (HERC) to direct the company to supply 200 MW power to PTC for onward supply to HPGCL. The Company has taken a position that HPGCL has no privity of contract with the Company and HERC has no jurisdiction in the matter. HERC has however held that it has jurisdiction in the matter and therefore the Company has filed an Appeal before the Appellate Tribunal for Electricity (APTEL) against the order of HERC. APTEL after hearing the parties has reserved its judgment in the matter.

Note - 14

300 MW BASPA-II HEP: The Company has claimed tax on income (Minimum Alternate Tax) as per actual during the tax holiday period available to the Company under section 80-IA of the Income Tax Act, 1961. Appellate Tribunal of Electricity has also confirmed the claim of the Company. HPSEB has filed an appeal with Hon'ble Supreme Court of India against the same. Accordingly the receivables to the extent of Rs. 8,607 Lacs (Previous year Rs. 7,698 Lacs) from HPSEB are subject to final decision on the application/appeal and other legal remedies.

Note - 15

(i) 8,40,00,000 Equity Shares of Rs. 10/- each fully paid (Previous Year 7,50,00,000) held by the Company of Jaypee Powergrid Ltd. (Subsidiary Company) are pledged with Security Trustees, IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd.

(ii) 35,35,26,798 Equity Shares of Rs. 10/- each fully paid (previous year 25,96,86,798) held by the Company of Prayagraj Power Generation Co. Ltd. (Subsidiary Company) are pledged with Security Trustees, SBI Cap Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Prayagraj Power Generation Co. Ltd.

Note - 16

The Company has presently one operative segment i.e. Generation of Power; hence, separate segment reporting is not applicable.

Note - 17

In terms of 'Accounting Standard (AS) 28', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

Note - 18

All the figures have been rounded off to the nearest rupees in lacs.

Note - 19

Previous Year's figures have been regrouped/re-arranged as per revised Schedule VI to Companies Act, 1956 wherever considered necessary to make them conform to the figures for the year.


Mar 31, 2011

1. Amalgamation

Pursuant to the Scheme of Amalgamation ["the Scheme"] U/s 391/394 of the Companies Act, 1956, the erstwhile Jaypee Karcham Hydro Corporation Limited (JKHCL) and Bina Power Supply Company Limited (BPSCL) (Amalgamating Companies) stand merged with Jaiprakash Power Ventures Limited (Amalgamated Company) w.e.f 01.04.2010 ["the Appointed date"] in terms of the Order dated 25.07.2011of Hon'ble High Court of Himachal Pradesh at Shimla sanctioning the Scheme and is effective from 26.07.2011. The Amalgamating Companies are in Power generation business. JKHCL is setting up 1000 MW Hydro-electric Power Project and BPSCL is setting up 1250 MW Thermal Power Project. The Amalgamated Company is engaged in generation of hydro-electric power (300 MW at Baspa HEP & 400 MW at Vishnuprayag HEP) and implementing 1320 MW Super Critical Thermal Power Project at Nigrie.

With effect from the Appointed date, all the business undertakings, assets, liabilities, rights and obligations of the Amalgamating Companies stood transferred to and vested in the Amalgamated Company in consideration for issue of one equity shares of Rs. 10/- each in the Amalgamated Company for every five equity share of Rs. 10/- each held in JKHCL (Amalgamating Company) and for issue of two equity shares of Rs. 10/- each in the Amalgamated Company for every thirteen equity share of Rs. 10/- each held in BPSCL (Amalgamating Company).

The Amalgamating Companies carried on all the businesses and activities for the benefit of and in trust for the Amalgamated Company from the 'Appointed date'. Thus, the profit or income accruing or arising to the Amalgamating Companies or expenditure or losses arising or incurred from the 'Appointed date' are treated as profit or income or expenditure or loss as the case may be of the Amalgamated Company. The Scheme has accordingly been given effect to in these accounts.

The Amalgamation has been accounted for under the "Pooling of Interests method" as prescribed in Accounting Standard 14 - Accounting for Amalgamations [AS-14] issued by the Institute of Chartered Accountants of India. Accordingly, the assets, liabilities and reserves of the Amalgamating Companies have been taken over at their book values on the Appointed dated i.e.

In view of aforesaid amalgamations with effect from 01.04.2010, the figures for the current year are not comparable with those of the previous year.

2. Contingent Liabilities:

Particulars (Amount in Rs.)

(i) Outstanding amount of Letter of Credit (Previous Year Rs. 98,74,476/-) 1,23,31,33,810

Margin Money against above (Previous Year Rs. 1,37,16,821/-) 1,90,68,000

(ii) Outstanding amount of Bank Guarantee (Previous Year Rs. 62,11,99,000/-) 1,16,29,54,540

Margin Money against above 1,98,73,549 (Previous Year Rs. 15,36,095/-)

(iii) Estimated amount of contracts remaining to be executed on Capital Account and INR 3,12,033.31 Lac

not provided for (net of advances) USD 771.42 Lac

(Previous Year INR 1,91,257.61 Lac, Euro 219.45 Lac

USD 586.31 Lac, Euro 219.62 Lac, JPY 1,24,498.82 Lac

JPY 2,30,530.43 Lac) CD 1.41 Lac

(iv) Claims against the company not acknowledged as debts. (Previous Year Rs. 2,93,35,073/-) 1,91,12,889

(v) Income tax matters under appeal (Previous Year Nil) 18,95,23,051

(vi) The Government of Himachal Pradesh has imposed entry tax on the goods entering the state of Himachal Pradesh. This was challenged by the Company before the Hon'ble High Court of Himachal Pradesh at Shimla. The Hon'ble High Court passed an interim order that tax paid by the petitioner would be treated as deposit and not as tax payment. The final decision of Hon'ble High Court is awaited. The total liability as at 31st March, 2011 is Rs. 27,14,69,392/- (Previous year Rs. Nil), against which Company has deposited Rs. 13,75,24,925/-.

3. Security for Term Loans and Non-Convertible Debentures

3.1 300 MW BASPA-II HEP :

3.1 (a) Rupee Term Loans, Foreign Currency Loans, Working Capital Facilities and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other monies stipulated in the Loan Agreements/Deferred Payment Guarantee Agreement are secured ranking pari passu among all the participating Institutions and Banks viz State Bank of India, Andhra Bank, Punjab National Bank, UCO Bank, Oriental Bank of Commerce, Allahabad Bank, United Bank of India, IDBI Bank Ltd, IFCI Ltd, and Power Finance Corporation, by

(i) First Charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature, present & future of the Baspa II HEP.

(ii) First charge on all the Accounts of the Baspa II HEP including but not limited to the Trust & Retention Account, Escrow Account of HPSEB and Debt Service Reserve Account and other accounts required to be created under any Project Document or contract.

The loans are inter-alia collaterally secured by;

(i) First charge on Baspa II HEP's all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Project;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties, and assets of the Baspa II HEP.

3.1 (b) The Foreign Currency Loans under Buyers' Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

3.2 400 MW Vishnuprayag HEP :

Rupee Term Loans, Foreign Currency Loans and Working Capital Facilities from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other monies stipulated in the Loan Agreements are secured ranking pari passu among all the participating Institutions and Banks viz. State Bank of India, Andhra Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Travancore, Bank of India, Oriental Bank of Commerce, Allahabad Bank, Dena Bank, IDBI Bank Ltd, ICICI Bank Ltd and Power Finance Corporation.

(i) First charge on 400 MW Vishnuprayag HEP's present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature and

(ii) First charge on 400 MW Vishnuprayag HEP's all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP Document.

The loans are inter-alia collaterally secured by :

(i) First charge on 400 MW Vishnuprayag HEP's all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Project;

(ii) First ranking equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties and assets of the 400 MW Vishnuprayag HEP.

3.3 1320 MW Jaypee Nigrie Super Thermal Power Project :

Financial Assistance of Rs.401.20 Crores (Previous year NIL) availed out of amount of Rs.5670 crores sanctioned by consortium of Financial Institutions and Banks viz. Bank of Baroda, Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank of India, ICICI Bank Limited ,IDBI Bank Limited, IDFC Bank Limited, Indian Overseas Bank, Life Insurance Corporation of India, Oriental Bank of Commerce ,Punjab National Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Hyderabad, Syndicate Bank, UCO Bank, United Bank of India, with all interest, cost and other charges/ dues are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to the Jaypee Nigrie Super Thermal Power Project.

(ii) Pledge of 62.91 Crores (approx 30% of paid-up equity) shares of the Company held by JAL on pari-passu basis with lenders of Baspa – II HEP and Vishnuprayag HEP.

(iii) Bank Guarantee of Rs.75.65 Crores (Previous Year- Rs.62.04 Crores) by IDBI Bank Limited for Jaypee Nigrie Super Thermal Power Project is having a subservient charge by way of hypothecation on the movable assets of the Nigrie Project. Bank Guarantee facility is also secured by personal guarantee of Shri Manoj Gaur, Chairman of the Company.

3.4 500 MW Bina Thermal Power Project :

Financial Assistance of Rs. 1166.68 Crores (Previous Year Rs. 431.71 Crores) from consortium of Financial Institutions and Banks with all interest, cost and other charges/dues are secured by:

(i) First ranking pari-passu mortgage and hypothecation of all immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Bina Thermal Power Project.

(ii) Pledge of 42,12,60,000 (Previous Year–11,43,20,861) equity shares of erstwhile BPSCL held by Jaiprakash Power Ventures Ltd. (JPVL) (earlier the holding company), on pari- passu basis. Consequent to amalgamation of BPSCL with JPVL, the pledge of shares would get changed as might be approved by lenders.

(iii) The aforesaid Security rank pari-passu with Bridge Loan Facility and working capital lenders. Bridge Loan is Nil (Previous Year - Rs. 20.29 Crs.) and Bank Guarantee Rs. 32.35 Crs.(Previous Year - Rs. 27.78 Crs).

3.5 1000 MW Karcham Wangtoo HEP :

The financial assistance disbursed/to be disbursed by financial institutions and banks by way of Rupee Term Loans together with all interest, cost and other charges/dues are secured by:

(i) legal mortgage created in English Form on immovable property at Vadgaon, Taluka Mawal, District Pune, Maharashtra in favour of the security trustee.

(ii) First ranking pari-passu mortgage and hypothecation of all the immovable and movables assets both present and future, all intangible assets, uncalled capital and all revenues and receivables pertaining to Karcham Wangtoo Project. Charge on all licences, permits, approvals, assignments, concessions, and consents in connection with the Project, charge on all the Company's Accounts except Distribution Account on which there shall be a floating charge which would get converted into a fixed charge in case of any default.

(iii) Pledge of 32,55,00,000 (Previous Year-12,00,00,000) number equity shares in Jaypee Karcham Hydro Corporation Limited (earlier Subsidiary Company) held by Jaiprakash Power Ventures Ltd. (earlier the Holding Company) and pledge of 27,75,00,000 (Previous Year - 27,75,00,000) number Equity Shares in Jaypee Karcham Hydro Corporation Limited (earlier Subsidiary Company) held by Jaiprakash Associates Limited as on 31.03.2011 with the lenders. Consequent to amalgamation of JKHCL with JPVL, the pledge of shares would get changed as might be approved by lenders.

3.6 (a) Rupee Term Loans, Foreign Currency Loans, of Baspa II

HEP, Vishnuprayag HEP and Nigrie STPP from Financial Institutions and Banks, together with all interest, guarantee commission, cost, expenses and other monies stipulated in the Loan Agreements are interalia secured ranking pari passu by pledge of 62.91 Crore (Sixty Two Crore Ninety One Lakh ) equity shares of Rs. 10/- each, of the Company held by Jaiprakash Associates Ltd, to be shared on pari-passu basis with the lenders of the Baspa II HEP, Vishnuprayag HEP and Nigrie Project.

(b) The Rupee Term Loan of Rs.1,000 Crore sanctioned by ICICI Bank Limited together with all interests, liquidated damages, front end fee, premia on prepayment, costs, charges, expenses and other monies is secured by (i) second charge on all present and future movable and immovable properties and assets of Sangam Power Generation Company Limited and Prayagraj Power Generation Company Limited (subsidiaries of the Company) and first charge on the designated bank account together with all the monies therein (ii) pledge of 45.46 Crore Equity shares of Rs. 10/- each fully paid up of the Company held by JAL.

3.7 The Non-Convertible Debentures Series I of Rs. 999.98 Crore and series II of Rs. 982.59 Crores subscribed by ICICI Bank Limited are secured by :

(i) Residual charge on the entire fixed assets of the Company.

(ii) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman towards repayment of principal and interest on the Debentures.

(iii) Letter of Comfort from Jaiprakash Associates Limited the Holding Company.

4. Security for Working Capital Loan

4(a) 300 MW BASPA-II HEP : The working capital facilities sanctioned by Punjab National Bank- Shimla are inter - alia secured by security mentioned in 3.1(a) above and personal guarantees of Shri Jaiprakash Gaur - Founder Chairman, Shri Manoj Gaur - Chairman, Shri S.K. Sharma - Vice Chairman & CEO and Shri S. K. Jain - Director of the Company.

4(b) 400 MW Vishnuprayag HEP : Working Capital Loan is secured by second mortgage/ hypothecation and charge on all movable and immovable assets of 400 MW Vishnuprayag HEP (including all revenues, receipts, receivables and intangible properties) both present and future and second charge on bank accounts including Trust and Retention Accounts of 400 MW Vishnuprayag HEP.

5. Repayment of Term Loans and Non-Convertible Debentures

5.1 300 MW BASPA-II HEP :

All Rupee Term Loans are repayable in 56 installments payable in July, August, September and October each year commencing from July 2010, with the following variation:

Institution/Bank Repayment Schedule

PFC Repayment in 39 Equal Installments in July, August, September and October each year w.e.f July, 2005

IFCI Repayment in 54 Equal Installments in July, August, September and October each year w.e.f September, 2010

IDBI FCL Repayment in 40 Equal Installments in June, September, December and March each year w.e.f September, 2004

5.2 400 MW Vishnuprayag HEP :

Rupee Term Loan of Rs.1650 Crore are repayable in 54 quarterly installments payable in February, May, August and November each year commencing from November 2009.

5.3 1320 MW Jaypee Nigrie Super Thermal Power Project :

All Rupee Term Loans sanctioned by Bank of Baroda, Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank of India, ICICI Bank Limited ,IDBI Bank Limited, IDFC Bank Limited, Indian Overseas Bank, Life Insurance Corporation of India, Oriental Bank of Commerce ,Punjab National Bank, State Bank of Bikaner & Jaipur, State Bank of Patiala, State Bank of Hyderabad, Syndicate Bank, UCO Bank, United Bank of India, are repayable in 40 equal quarterly installments commencing from November, 2014.

5.4 1000 MW Karcham Wangtoo HEP :

All Rupee Term Loans are repayable in 75 equal installments payable in June, July, August, September & October each year commencing from 15th June, 2012 to 15th October, 2026.

5.5 500 MW Bina Thermal Power Project :

All Rupee Term Loans sanctioned by Allahabad Bank, Bank of Rajasthan, Canara Bank, Central Bank of India, Jammu & Kashmir Bank, Punjab National Bank, IDBI Bank Limited, State Bank of Patiala, State Bank of Hyderabad and Union Bank of India, 90% are repayable in 40 equal installments in March, June, September and December each year commencing from March, 2013 and balance 10% in 41st Installment payable on 1st March, 2023.

5.6 Other Loans :

5.6 (a) Rupee Term Loan of Rs.1,000 Crore of ICICI Bank are repayable in 9 quarterly installments payable in February, May, August and November each year commencing from August, 2012.

6. Collateral Security

6(a) 300 MW BASPA-II HEP : Jaiprakash Associates Limited (JAL), the holding Company, has furnished Corporate Guarantees for the financial assistance outstanding as on 31.03.2011 amounting to Rs.127,86,97,966/-(Previous Year Rs.198,00,25,692/-) to the Financial Institutions and Banks and have also by way of pledge of shares of the Company held by JAL as given in point 3.6(a) herein above.

6(b) 400 MW Vishnuprayag HEP : JAL, the Holding Company has furnished Corporate Guarantees for financial assistance outstanding as on 31.03.2011 amounting to US$ 1,92,62,500 and have also by way of pledge of shares of the Company held by JAL as given in para 3.6(a) herein above.

6(c) 1320 MW Jaypee Nigrie Super Thermal Power Project :

Pledge of 62.91 Crore shares of the Company held by JAL on pari-passu basis with lenders of Baspa - II HEP, Vishnuprayag HEP and Nigrie STPP as mentioned in para 3.6(a) herein above.

6(d) 1000 MW Karcham Wangtoo HEP :

Pledge of 32.55 Crore (Previous Year - 12.00 Crore) Equity Shares in Jaypee Karcham Hydro Corporation Limited (earlier Subsidary Company) held by Jaiprakash Power Ventures Ltd.(earlier the Holding Company) and pledge of 27.75 Crore (Previous Year - 27.75 Crore) Equity Shares in Jaypee Karcham Hydro Corporation Limited (earlier Subsidiary company) held by Jaiprakash Associates Limited as on 31.03.2011 with the lenders. Consequent to amalgamation of JKHCL with JPVL, the pledge of shares would get changed as might be approved by lenders.

6(e) 500 MW Bina Thermal Power Project :

Pledge of 42,12,60,000 (Previous Year – 11,43,20,861) number Equity Shares in Bina Power Supply Company Limited (earlier Subsidiary Company) held by Jaiprakash Power Ventures Limited (earlier the Holding Company) as on 31.03.2011 with the lenders. Consequent to amalgamation of BPSCL with JPVL, the pledge of shares would get changed as might be approved by lenders.

7. Unsecured Loans

Unsecured loan of Rs. 10 Crore is repayable to Government of Uttarakhand in the year 2011-12.

8. The Company had issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 1,00,000 each aggregating to US$ 200 Million at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place during the financial year 2010-11.

Unless previously converted, the bonds are redeemable at maturity on 13.02.2015 representing a YTM of 7% p.a. inclusive of coupon rate of 5% p.a. [value as on 31.03.2011 in US$ 1,02,263 (Previous Year 1,00,263) for a principal amount of US$ 1,00,000 ]. A reserve aggregating to Rs.20,88,29,640 up to 31.03.2011 (Previous year 2,42,69,640/-) has been created for the redemption premium.

As on 31.03.2011 the Company has outstanding exposure of US$ 200 Million against FCCB unhedged, pending conversion into equity share capital. (US$ 10,34,09,991.91(hedged) is parked overseas pending utilization as on 31.03.2011).

9. Plant & Machinery includes a sum of Rs 64,67,14,114/- (Previous year Rs 64,67,14,114/-) being the cost paid for Inter Connection Facility (ICF) established by Satluj Jal Vidyut Nigam Limited (SJVNL) at their Switch Yard at Jhakri for evacuation of power generated by 300 MW BASPA-II HEP. The O&M Cost of ICF is paid by the company to SJVNL.

10. In the opinion of the Board of Directors, the "Current Assets, Loans and Advances", have a value on realisation, in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

11. The Trust and Retention Accounts (refer Schedule 'I') is maintained pursuant to the stipulations of the 'Financing Agreements' executed with the Lenders.

12. The Rupee value of Foreign Currency Loans has been considered at the bank TT selling rate as at 31.03.2011. Accordingly Exchange Fluctuation for the period 01.04.2010 to 31.03.2011 amounting to Rs.1890.30 Lacs has been credited to the cost of Plant and Machinery/Incidental expenditure during construction for projects under implementation.

13. Additional Information pursuant to the provisions of Paragraph 3 and 4 of Part-II of Schedule VI to the Companies Act, 1956.

14. Managerial remuneration paid/payable to Managing Director/ Whole-time Directors (excluding Provisions for Gratuity and

16. 300 MW BASPA-II HEP: The Himachal Pradesh Electricity Regulatory Commission (HPERC) have passed the Multi Year Tariff (MYT) Order dated 30th March, 2009 & Review Order dated 10th September, 2009 and 23rd June, 2010 for F. Y. 09, 10 and 11 and has also trued up the Tariff for F. Y. 04 to 08 based on actual for the period. The Company has filed Appeals with Appellate Tribunal for rectification of certain items of Tariffs inter- alia including MAT for FY 04 to 08 and for FY 09 to FY10 and Rate of Interest on Arrears. Accordingly, the receivables to the extent of Rs. 76.98 Crore (Previous Year Rs. 56.07 Crore) from HPSEB in respect of review items are subject to final decision on the Application/Appeal and other legal remedies available to the Company.

17. As per accounting policy the Advance against Depreciation amounting to Rs.7905 lacs (Previous Year Rs.7905 lacs) has been treated as Deferred Revenue.

18. Advance to Suppliers, Contractors and others shown under "Loan and Advances" in Schedule "D" includes Advance to Jaiprakash Associates Limited, the holding Company under EPC Contract Rs. 4016 Lacs (Previous Year Rs.23059 Lacs). Maximum amount outstanding during the Year Rs.24579 Lacs.

19. Related Party Disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

(1) Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

(a) Holding Company:

Jaiprakash Associates Limited

(b) Subsidiary Companies:

(1) Jaypee Powergrid Limited

(2) Sangam Power Generation Company Limited

(3) Prayagraj Power Generation Company Limited

(4) Jaypee Arunachal Power Limited

(5) Jaypee Meghalaya Power Limited (w.e.f. 26.08.2010)

(c) Fellow Subsidiary Companies:

(1) Jaypee Ganga Infrastructure Corporation Limited

(2) Himalayan Expressway Limited

(3) Jaypee Infratech Limited

(4) Jaypee Sports International Limited

(5) Jaypee Cement Corporation Limited (w.e.f. 22.02.2011)

(6) Bhilai Jaypee Cement Limited

(7) Bokaro Jaypee Cement Limited

(8) Gujarat Jaypee Cement & Infrastructure Limited

(9) Jaypee Agra Vikas Limited

(10) Jaypee Fertilizers & Industries Limited (w.e.f.03.06.2010)

(d) Associate Companies/Concerns :

(1) Jaypee Ventures Private Limited

(2) Jaypee Development Corporation Limited (subsidiary of Jaypee Ventures Private Limited)

(3) JIL Information Technology Limited (subsidiary of Jaypee Ventures Private Limited)

(4) Gaur & Nagi Limited (subsidiary of JIL Information Technology Limited)

(5) Indesign Enterprises Pvt. Limited (subsidiary of Jaypee Ventures Private Limited)

(6) Indus Hotels UK Limited (subsidiary of Indesign Enterprises Pvt. Limited)

(7) GM Global Mineral Mining Private Limited (subsidiary of Indesign Enterprises Pvt. Limited) (w.e.f. 16.07.2010)

(8) Ibonshourne Limited (subsidiary of Indesign Enterprises Pvt. Limited) (w.e.f. 13.10.2010)

(9) Jaiprakash Agri Initiatives Company Limited (subsidiary of Jaypee Ventures Private Limited)

(10) Jaypee International Logistics Company Private Limited (subsidiary of Jaypee Ventures Private Limited)

(11) Tiger Hills Holiday Resort Private Limited (subsidiary of Jaypee Development Corporation Limited)

(12) Anvi Hotels Private Limited (subsidiary of Jaypee Ventures Private Limited)

(13) Jaypee Uttar Bharat Vikas Pvt. Limited (w.e.f. 21.06.2010)

(14) Kanpur Fertilisers and Cement limited (Subsidiary of Jaypee Uttar Bharat Vikas Pvt. Limited) (w.e.f. 26.09.2010)

(15) RPJ Minerals Private Limited

(16) Sarveshwari Stone Products Pvt. Ltd. (subsidiary of RPJ Minerals Private Limited)

(17) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private Limited)

(18) Sonebhadra Minerals Private Limited

(19) MP Jaypee Coal Limited

(20) Madhya Pradesh Jaypee Minerals Limited

(21) MP Jaypee Coal Fields Limited

(22) Jaiprakash Kashmir Energy Limited

(23) Jaypee Hotels Limited

(24) Jaypee Mining Venture Private Limited

(25) Ceekay Estate Private Limited

(26) Pac Pharma Drugs and Chemicals Private Limited

(27) Akasva Associates Private Limited

(28) Sparton Growth Fund Private Limited

(29) Jaypee Infra Ventures (A Private Company with unlimited liability)

(30) Sunvin Estates Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(31) Manumanik Estates Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(32) Arman Estate Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(33) Suneha Estates Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(34) Pee Gee Estates Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(35) Vinamra Housing & Constructions Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(36) Vasujai Estates Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(37) Samsun Estates Private Limited (since merged with Jaypee Ventures Private Limited w.e.f. 01.04.2009)

(38) Jaiprakash Exports Pvt. Ltd.

(39) Bhumi Estate Developers Pvt. Ltd.

(40) Jaypee Technical Consultants Pvt. Ltd.

(41) Essjay Enterprises Pvt. Ltd.

(42) Angad Growth Fund Pvt. Ltd.

(e) Key management Personnel:

Jaiprakash Power Ventures Limited

(1) Shri Manoj Gaur, Chairman

(2) Shri S.K. Sharma, Vice Chairman and CEO

(3) Shri Suren Jain, Managing Director and CFO

(4) Shri G.P. Gaur, Whole-time Director,(w.e.f. 01.02.2011)

(5) Shri R.K. Narang, Whole-time Director,

(6) Shri Suresh Chandra, Whole-time Director

(7) Shri J.N. Gaur, Whole-time Director (Up to 30.09.2010)

Bina Power Supply Company Limited – Amalgamating company

(1) Shri P. K. Jain, Whole-time Director

(2) Shri V.K. Sriwastva, Whole-time Director

Jaypee Karcham Hydro Corporation Limited – Amalgamating company

(1) Shri Dharam Paul Goyal, Managing Director

(2) Shri Parveen Kumar Singh, Whole-time Director

(3) Shri Ravindra Mohan Chadha, Whole-time Director

20. Earnings Per Share is computed in accordance with Accounting Standard –20 issued by the Institute of Chartered Accountants of India.

21 (a) Provident Fund - Defined Contribution Plan

Employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and DLI charges Rs.90,16,424/- during the year (Previous Year Rs.87,66,633/-) and Rs. 86,86,230/- (Previous year Rs.17,69,106/-) booked in Incidental Expenses (Pending Capitalisation).

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS 15(revised). Jaiprakash Associates Limited {JAL} (the company's holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March, 2009 for JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the Company is participating in the Trust Fund by contributing its liability accrued up to the close of each financial year to the Trust Fund.

(c) Leave Encashment - Defined Benefit Plans - Provision has been made as per Actuarial Valuation.

Previous year figures have been given in bracket.

Actuarial Assumptions

(i) Discount Rate 8% (P.Y. 8%)

(ii) Mortality LIC(1994-96(Duly Modified)[ P.Y LIC(1994-96)

{Duly Modified}]

(iii) Turnover Rate Upto 30 Years:3%, 31-44:2%, Above 44:1%

(iv) Future Salary 5.5% (P.Y 5.50%) Increase

22 (a) As per computation made by the Company, provision of Rs.4116 Lacs (Previous Year Rs. 5157 Lacs) towards Minimum Alternate Tax (MAT) as Tax payable under Section 115JB of Income Tax Act, 1961 has been made. The MAT paid by the Company for the year is allowed to be carried forward for a period up to next 10 years to be adjusted against the normal tax payable, if any, in those years.

(b) Provision for deferred tax has not been made as no deferred tax liability arises on account of Tax holiday period.

(c) Wealth Tax Liability of Rs. 1,62,120/- has been provided in Incidental Expenses Pending Capitalisation in respect of Project under Implementation.

23. The erstwhile amalgamating company Jaypee Karcham Hydro Corporation Limited had executed a Power Purchase Agreement (PPA) for sale of 704 MW power, out of 1000 MW power from Karcham Wangtoo Project to Power Trading Corporation (India) Limited (PTC) on 21st March, 2006 for a term of 35 years with the stipulation that the tariff for sale of power shall be as approved by Central Electricity Regulatory Commission (CERC) based on the completion cost as approved by Central Electricity Authority (CEA)/Central Electricity Regulatory Commission. It was subsequently found that the Electricity Act, 2003 does not provide for the determination of tariff for sale of power by

a Generating Company to a Trading Company and therefore based on the legal opinion the said PPA was considered to be void and PTC was informed accordingly. The PTC had disputed the position taken by the Company and the dispute was referred to arbitration. The Arbitral Tribunal have pronounced the order on 28th April, 2011 by majority verdict in favour of the Company and held that the PPA executed with PTC was void. The PTC had also approached the Hon'ble High Court of Delhi for restraining the Company from entering into agreement for sale of aforesaid power to any third party which was rejected. The PTC then filed a SLP in the Hon'ble Supreme Court against the order of Hon'ble High Court, which is pending.

24. Pursuant to the Memorandum of Understanding signed with Power Grid Corporation of India Limited (PGCIL), a Joint Venture Company in the name of `Jaypee Powergrid Ltd.' (JPPGL) had been incorporated on 05.10.2006 by the Company for developing a Transmission System for the evacuation of power to be generated by the 1000 MW Karcham Wangtoo Hydro Electric Project in the State of Himachal Pradesh, to a suitable interconnection point. The Shareholders' Agreement had been signed with PGCIL on 22.02.2007 with 74% Equity Participation with a provision of minimum 51% Equity Participation by the Company and balance 23%, if required, by affiliates. The balance 26% Equity is to be contributed by PGCIL.

25 (c) (i) 7,50,00,000 Equity Shares of Rs. 10/- each fully paid (Previous Year 5,25,00,000) held by the Company of Jaypee Powergrid Ltd. (Subsidiary Company) are pledged with IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd.

(ii) 32,55,00,000 Equity Shares of Rs.10/- each fully paid (Previous Year 12,00,00,000) held by the Company (earlier the Holding Company) of Jaypee Karcham Hydro Corporation Limited (earlier the Subsidiary Company) are pledged with IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Karcham Hydro Corporation Limited. Consequent to amalgamation of JKHCL with JPVL, the pledge of shares would get changed as might be approved by lenders.

(iii) 42,12,60,000 Equity Shares of Rs.10/- each fully paid (Previous Year 11,43,20,861) held by the Company (earlier the Holding Company) of Bina Power Supply Company Limited (earlier the Subsidiary Company) are pledged with IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Bina Power Supply Company Limited. Consequent to amalgamation of BPSCL with JPVL, the pledge of shares would get changed as might be approved by lenders.

(iv) 25,96,86,798 Equity Shares of Rs. 10/- each fully paid (previous year 1,18,62,300) held by the company of Prayagraj Power Generation Co. Ltd. (Subsidiary Company) are pledged with SBI Cap Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Prayagraj Power Generation Co. Ltd.

26. In terms of Scheme of Amalgamation as approved by the Hon'ble High Court of Himachal Pradesh at Shimla vide order dated 25.07.2011, the Company has decided to write off the balance lying in Goodwill of Rs.962.81Crore created out of earlier Amalgamation from 'Amalgamation Reserve' arising on merger of Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited with the Company. In previous year Goodwill was written off from Share Premium Account amounting to Rs.106.98 Crore.

28. The Company has presently one operative segment i.e. Generation of Power; hence, separate segment reporting is not applicable.

29. In terms of 'Accounting Standard (AS) 28', the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

30. All the figures have been rounded off to the nearest rupees in lacs except in the Notes to the Accounts.

31. Previous Year's figures have been regrouped/re-arranged wherever considered necessary to make them conform to the figures for the year.


Mar 31, 2010

1. Amalgamation

Pursuant to the Scheme of Amalgamation ["the Scheme"] U/s 391/394 of the Companies Act, 1956, (i) erstwhile Jaiprakash Power Ventures Limited (Amalgamating Company) engaged in business of generation of Hydro-electric Power ( 400 MW HEP) and implementing 1320 MW Super Critical Thermal Power Project stand merged with Jaiprakash Hydro Power Limited (Amalgamated Company) engaged in generation of hydro power (300 MW HEP) w.e.f 01.04.2009 ["the Appointed date"] in terms of the Order dated 14.12.2009 of Honble High Court of Himachal Pradesh at Shimla sanctioning the Scheme and is effective from 14.12.2009.

With effect from the Appointed date, all the business undertakings, assets, liabilities, rights and obligations of the Amalgamating Company stood transferred to and vested in the Amalgamated Company in consideration for issue of three equity shares of Rs. 10/- each in the Amalgamated Company for every one equity share of Rs. 10/- each held in Jaiprakash Power Ventures Limited (Amalgamating Company);

The Amalgamating Company carried on all the businesses and activities for the benefit of and in trust for the Amalgamated Company from the Appointed date. Thus, the profit or income accruing or arising to the Amalgamating Company or expenditure or losses arising or incurred from the Appointed date are treated as profit or income or expenditure or loss as the case may be of the Amalgamated Company. The Scheme has accordingly been given effect to in these accounts.

2. Contingent Liabilities:

Rupees

(i) Outstanding amount of Letter of Credit (Previous Year Rs. 1,33,04,896/-) 98,74,476

Margin Money against above (Previous Year Rs. 6,85,362/-) 1,37,16,821

(ii) Outstanding amount of Bank Guarantee (Previous Year Nil) 62,11,99,000

Margin Money against above

(Previous Year Nil) 15,36,095

(iii) Estimated amount of contracts INR 1,91,257.61 lac

remaining to be executed on USD 586.31 lac

Capital Account (net of advances) EURO 219.62 lac

and not provided for JPY 2,30,530.43 lac (Previous Year - Nil)

(iv) Claims against the company not acknowledged as debts. (Previous Year Rs. 6,29,13,672/-) 2,93,35,073

3. Security for Term Loans and Non-Convertible Debentures

3.1 300 MW BASPA-II HEP

3.1 (a) Rupee Term Loans, Foreign Currency Loans, Working Capital Facilities and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, guarantee commission, liquidated damages, premia on prepayment or on redemption, cost, expenses and other monies stipulated in the Loan Agreements/Deferred Payment Guarantee Agreement are secured by hypothecation of the 300 MW BASPA-II HEP (Baspa Project) movable assets (present and future), equitable mortgage on the immovable assets of the Baspa Project and pledge of 29,49,99,900 equity shares of Rs. 10 each fully paid up of the Company held by Jaiprakash Associates Limited (JAL) – Holding Company, and assignment of all the rights, titles and interest of the Company in all project documents, licenses, permits, approvals etc. of Baspa Project ranking pari-passu among all the participating Institutions and Banks of Baspa Project viz. IDBI, PFC, IFCI, LIC, Bank of Baroda, Punjab National Bank, Indian Overseas Bank, State Bank of Indore and State Bank of Hyderabad.The outstanding Loans of LIC, Bank of Baroda, Indian Overseas Bank, State Bank of Hyderabad has since been paid after 31st March 2010 and security in respect of each of these lenders is yet to be satisfied.

3.1 (b) The Foreign Currency Loans under Buyers Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

3.1 (c) The Non Convertible Debentures, (NCDs) together with all interest, liquidated damages, remuneration payable to Trustees, premium on prepayment or on redemption, cost, expenses and other monies stipulated in the Subscription Agreements/Trustee Agreement are secured by a legal mortgage in English form by way of first mortgage and charge on Companys properties at Mouje Dhanot, Taluka Kalol, District Mehsana in the state of Gujarat in favour of IDBI Trusteeship Services Ltd. (Trustees) for NCDs of Rs.15,000 Lacs subscribed by ICICI Bank Ltd and Axis Bank Ltd (Trustees) for NCDs of Rs 17,400 Lacs subscribed by Axis Bank Ltd and hypothecation of the Baspa Projects movable assets (present and future), equitable mortgage on the immovable assets of the Baspa Project and pledge of shares as stated in 4.1(a) above held by Jaiprakash Associates Ltd. in the Company, ranking pari-passu among all the participating Institutions and Banks of Baspa Project. The outstanding amount of NCDs of ICICI Bank Ltd. has since been paid after 31st March 2010 and security in respect of the same is yet to be satisfied.

4.1 (d) As per terms of sanction the Term Loan availed from

Allahabad Bank for Rs. 80 crores together with all interest, guarantee commission, liquidated damages, premia on prepayment or on redemption, cost, expenses and other monies stipulated in the Finance Documents (dated 19.12.2009 & 11.05.2010) is secured by hypothecation of the 300 MW BASPA-II HEP (Baspa Project) movable assets (present and future), equitable mortgage on the immovable assets of the Baspa Project, assignment of all the rights, titles and interest of the Company in all project documents, licenses, permits, approvals etc. of Baspa Project ranking pari-passu among all the participating Institutions and Banks of Baspa Project and pledge of 62.91 Crore (Sixty Two Crore Ninety One Lakh )paid-up shares of Rs. 10/- each, i.e. approx. 30 (thirty)% paid-up equity share capital of the Borrower, to be shared on pari-passu basis with the lenders of the Vishnuprayag Project and Nigrie Project The security for the said loan is yet to be created.

4.2 400 MW Vishnuprayag HEP

4.2 (a) The financial assistance sanctioned and disbursed by financial institutions and Banks viz. ICICI Bank Ltd. (ICICI), Industrial Development Bank of India Ltd. (IDBI), Life Insurance Corporation of India (LIC), Power Finance Corporation Ltd. (PFC), Punjab National Bank (PNB) and Rural Electrification Corporation Ltd. (REC), (Lenders) by way of Rupee Term Loans, Non Convertible Redeemable Debentures taken by LIC and Foreign Currency Loans from PFC together with all interests, liquidated damages, Front- End Fees, Management fees and any other amount due and payable to the above lenders, premia on prepayment, costs, charges, expenses and other monies, any increase as a result of revaluation/ devaluation/ fluctuations in the rate of exchange under the Common Loan Agreement, respective Facility Agreements and all amounts payable to the Lenders, Facility Agent, Debenture and Security Trustees under the Financing Documents of 400 MW Vishnuprayag HEP is secured by Mortgage and charge over all the immoveable and moveable assets both present and future of Vishnyprayag Project, all intangible assets, undertaking and uncalled capital, charge on all revenues and receivables of the Company from 400 MW Vishnuprayag HEP, Companys rights under each of the 400 MW Vishnuprayag HEP documents duly acknowledged and consented by the relevant counter parties, charge on all licenses, permits, approvals, assignments, concessions and consents in connection with the 400 MW Vishnuprayag HEP, charge on all the Companys 400 MW Vishnuprayag HEP accounts, except Distribution Account on which there shall be a floating charge which shall get converted into a fixed charge in case of any default, charge on all the construction and operating period Insurance Policies of the Project, on a pari-passu basis with the security created or to be created in favour of Lenders and further secured by way of pledge of 741,600,000 Equity shares of Rs. 10 each fully paid up of the Company held by JAL. Financial assistance sanctioned by PFC is further secured by Corporate Guarantee(s) given by Jaiprakash Associates Limited.

The Rupee Term Loan of all the Financial Institutions and Banks have been repaid by the Company out of the proceeds of Rupee Term Loan (Rs. 1650 crore) against securitization of receivables. However, the Security is yet to be satisfied by the said Lenders.

4.2 (b) The Rupee Term Loan of Rs.1650 Crore sanctioned and disbursed by a consortium of ten banks together with all interests, costs, expenses and other monies is primarily secured by (i) first charge on 400 MW Vishnuprayag HEPs present and future book debts, operating cash flows, receivables, commissions, revenue of whatsoever nature and (ii) first charge on 400 MW Vishnuprayag HEPs all the accounts including the Trust & Retention Account, Escrow Account of Uttar Pradesh Power Corporation Limited and Debt Service Reserve Account and each of the other accounts required to be created by the Company under any 400 MW Vishnuprayag HEP Document. The loan is inter-alia secured by;

(i) first charge on 400 MW Vishnuprayag HEPs all intangible assets, hypothecation of all the movable assets, assignment of Project Agreements and Escrow Agreement, all present and future rights, titles, interests, benefits, claims and demands whatsoever with respect to the Insurance Policies, claims and benefits to all monies receivable there under and all other claims there under in respect of all the insured assets of the Project;

(ii) pledge of 62.91 Crore ( approx 30% of paid-up equity) shares of the Company held by JAL on pari- passu basis with lenders of Baspa – II HEP and Nigrie Thermal Power Project; and (iii) first equitable mortgage on all rights, titles, interests and benefits in respect of immovable properties, and assets of the 400 MW Vishnuprayag HEP.

Since the Security has not been satisfied by the previous Lenders as mentioned in Clause No. 4.2(a) above, the Security (including pledge and Undertaking by Sponsor i.e. Jaiprakash Associates Limited to keep their shareholding atleast to the extent of 51% of the Paid-up Share Capital) in favour of new Lenders is yet to be created.

4.3 The Rupee Term Loan of Rs.1,000 Crore sanctioned by ICICI Bank Limited together with all interests, liquidated damages, front end fee, premia on prepayment, costs, charges, expenses and other monies is secured by (i) second charge on all present and future movable and immovable properties and assets of Sangam Power Generation Company Limited and Prayagraj Power Generation Company Limited (subsidiaries of the Company) (ii) first charge on all the dividend receipts of the Company from Bina Power Supply Company Limited and Jaypee Karcham Hydro Corporation Limited and on designated account together with all the monies therein; (iii) pledge of 2414.1 Lakh Equity shares of Rs. 10 each fully paid up of the Company held by JAL.

4.4 The Non-Convertible Debentures of Rs. 999.98 crore subscribed by ICICI Bank Limited are secured by :

(i) Residual charge on the entire fixed assets of the Company. The said security is, however, yet to be created.

(ii) Unconditional and irrevocable personal guarantee of Shri Manoj Gaur, Chairman towards repayment of principal and interest on the Debentures.

(iii) Letter of Comfort from Jaiprakash Associates Limited.

5. Security for Working Capital Loan

5(a) 300 MW BASPA-II HEP : The working capital facilities sanctioned by Punjab National Bank- Shimla are inter - alia secured by security mentioned in 4.1 (a) above and personal guarantees of Shri Jaiprakash Gaur - Founder Chairman, Shri Manoj Gaur - Chairman, Shri S.K. Sharma - Vice Chairman & CEO and Shri S. K. Jain - Director of the Company.

5(b) 400 MW Vishnuprayag HEP : Working Capital Loan is secured by second mortgage/ hypothecation and charge on all movable and immovable assets of 400 MW Vishnuprayag HEP (including all revenues, receipts, receivables and intangible properties) both present and future and second charge on bank accounts including Trust and Retention Accounts of 400 MW Vishnuprayag HEP.

6. 400 MW Vishnuprayag HEP :

6.1 (a) Rupee Term Loan of Rs.1650 Crore are repayable in 54 quarterly installments payable in February, May, August and November each year commencing from November 2009.

6.2 (b) Secured Redeemable Non Convertible Debentures

(NCDs):-

(i) 11.25% NCDs held by LIC redeemable in 40 equal quarterly installments commencing from 15.07.2007 and ending on 15.04.2017, the interest is payable on quarterly rests.

(ii) 9% NCDs held by LIC redeemable in 40 equal quarterly installments commencing from 15.07.2007 and ending on 15.04.2017, the interest is payable on monthly rests.

NCDs mentioned at Sl. No.6.2(b) (i) & (ii) have been Prematurely Redeemed/paid, however, the letter for satisfaction of charge is yet to be obtained.

6.3 Other Loans :

6.3 (a) Rupee Term Loan of Rs.1,000 Crore of ICICI Bank are repayable in 9 quarterly installments payable in February May, August and November each year commencing from August 2012.

7. Unsecured Loans

7 (a) The Short Term Loan (repayable within 12 months) availed from IDBI of Rs. 150 crores is inter-alia secured by personal guarantee of Shri Manoj Gaur, Chairman and subservient changes on Assets of 1320 MW Nigrie Super Thermal Power Project.

7 (b) The Short Term Loan (repayable within 6 months) availed from Punjab National Bank to the extent of Rs. 200 crores is inter-alia secured by personal guarantee of Shri Manoj Gaur, Chairman and negative lien on the receivables of the 300 MW BASPA-II HEP

7(c) Unsecured loan of Rs. 10 Crore is repayable to Government of Uttarakhand in two equal annual installments of Rs. 5 Crore each in the year 2010-11 and 2011-12.

8 Collateral Security

8(a) 300 MW BASPA-II HEP : Jaiprakash Associates Limited (JAL), the holding Company, has furnished Corporate Guarantees for the financial assistance outstanding as on 31.03.2010 amounting to Rs.1,98,00,25,692/- (Previous Year Rs. 248,41,11,445/-) to the Financial Institutions and Banks and have also by way of pledge of shares of the Company held by JAL as given in point 4.1(a) herein above.

8(b) 400 MW Vishnuprayag HEP : JAL, the Holding Company has furnished Corporate Guarantees for financial assistance outstanding as on 31.03.2010 amounting to US$ 22,344,500.

9. The Company has issued 2,000 Nos. 5% Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each aggregating to US$ 200 Million at par on 12.02.2010. These Bonds are convertible at the option of the bond-holders into equity shares of Rs. 10/- each fully paid up at the conversion price of Rs. 85.8139 per share, subject to the terms of issue with a fixed exchange rate of Rs. 46.14 equal to US$ 1 at any time on or after 25.03.2010 and prior to the close of business on 06.02.2015.

No conversion has taken place during the FY 2009-10.

Unless previously converted, the bonds are redeemable at maturity on 13.02.2015 at a premium of 16.50%; representing a YTM of 7% p.a. (value as on 31.03.10 in US$ 100,263 (Previous Year NIL) for a principal amount of US$ 100,000) A reserve aggregating to Rs. 24,269,640 (Previous Year NIL) upto 31.03.10 has been created for the redemption premium.

As on 31.03.2010 the Company has outstanding exposure of US$ 200 Million against FCCB unhedged, pending conversion into equity share capital. US$ 17,55,46,551 are parked overseas pending utilization as on 31.03.10

10. Plant & Machinery includes a sum of Rs 64,67,14,114/- (Previous Year Rs. 62,86,78,388/-) being the cost paid for Inter Connection Facility (ICF) established by Satluj Jal Vidyut Nigam Limited (SJVNL) at their Switch Yard at Jhakri for evacuation of power generated by 300 MW BASPA-II HEP. The O&M Cost of ICF is paid by the company to SJVNL.

11. In the opinion of the Board of Directors, the "Current Assets, Loans and Advances", have a value on realisation, in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

12. The Trust and Retention Accounts (refer Schedule I) is maintained pursuant to the stipulations of the Financing Agreements executed with the Lenders.

13. The Rupee value of Foreign Currency Loans has been considered at the bank TT selling rate as at 31st March 2010. Accordingly Exchange Fluctuation for the period 01.04.2009 to 31.03.2010 amounting to Rs 2627.21 Lacs has been credited to the cost of Plant and Machinery.

The amalgamating Company had accounted for Foreign Exchange differences on the Rupee Value of Foreign Currency Loans in the Profit and Loss Account. For uniform accounting, this has been changed to align with Accounting Policy of the amalgamated Company as mentioned in Clause No.(f) (iii) of the Accounting Policy. On account of this change an amount of Rs. 1370.06 Lacs for the year under review has been credited to the cost of Plant & Machinery of the amalgamating Company and is included in Rs.2627.21 Lacs mentioned above.

14. Additional Information pursuant to the provisions of Paragraph 3 and 4 of Part-II of Schedule VI to the Companies Act, 1956:

15. 300 MW BASPA-II HEP: The Himachal Pradesh Electricity Regulatory Commission (HPERC) have passed the Multi Year Tariff (MYT) Order dated 30th March 2009 & Review Order dated 10th September 2009 for F. Y. 09, 10 and 11 and has also truedup the Tariff for F. Y. 04 to 08 based on actuals for the period. The Company has filed Clarificatory Review Application with HPERC and an Appeal with Appellate Tribunal for rectification of certain items of Tariffs inter-alia including MAT for FY 04 to 08 and for FY 09 to FY10. Accordingly, the receivables to the extent of Rs. 56.07 Crores. from HPSEB in respect of review items are subject to final decision on the Application/Appeal and other legal remedies available to the Company.

16. As per accounting policy the Advance against Depreciation amounting to Rs. 7905 lacs (Previous Year Rs.2,352 lacs) has been treated as Deferred Revenue

17. Related Party Disclosures, as required in terms of "Accounting Standard [AS] 18" are given below:

(1) Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

(a) Holding Company:

Jaiprakash Associates Limited

(b) Subsidiary Companies:

(1) Jaypee Powergrid Limited

(2) Bina Power Supply Company Limited

(3) Jaypee Arunachal Power Limited

(4) Sangam Power Generation Company Limited

(5) Prayagraj Power Generation Company Limited

(c) Fellow Subsidiary Companies:

(1) Jaypee Karcham Hydro Corporation Limited

(2) Himalayan Expressway Limited

(3) Jaypee Infratech Limited

(4) JPSK Sports Private Limited

(5) Madhya Pradesh Jaypee Minerals Limited

(6) Bhilai Jaypee Cement Limited

(7) Bokaro Jaypee Cement Limited

(8) Gujarat Jaypee Cement & Infrastructure Limited

(9) Jaypee Agra Vikas Limited(w.e.f.16.11.2009)

(10) Jaypee Ganga Infrastructure Corporation Limited.

(d) Associate Companies / Concerns :

(1) Jaypee Ventures Private Limited

(2) Jaypee Development Corporation Limited (subsidiary of Jaypee Ventures Private Ltd.)

(3) JIL Information Technology Limited ( subsidiary of Jaypee Ventures Private Limited)

(4) Gaur & Nagi Limited( subsidiary of JIL Information Technology Limited)

(5) Jaiprakash Kashmir Energy Limited

(6) Indesign Enterprises Pvt. Limited( subsidiary of Jaypee Ventures Private Limited) (w.e.f. 24.08.2009)

(7) Sonebhadra Minerals Pvt. Limited

(8) RPJ Minerals Pvt. Limited

(9) Jaypee Petroleum Private Limited(subsidiary of Jaypee Ventures Private Limited)

(10) Jaypee Hydro-Carbons Private Limited(subsidiary of Jaypee Ventures Private Limited)

(11) Tiger Hills Holiday Resort Private Limited(subsidiary of Jaypee Development Corporation Limited) (w.e.f. 27.10.2009)

(12) Anvi Hotels Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 01.05.2009)

(13) Vasujai Estates Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(14) Samsun Estates Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(15) Sunvin Estates Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(16) Manumanik Estates Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(17) Arman Estate Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(18) Suneha Estates Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(19) Pee Gee Estates Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(20) Vinamra Housing & Constructions Private Limited (subsidiary of Jaypee Ventures Private Limited) (w.e.f. 27.02.2010)

(21) Sarveshwari Stone Products Private Limited(subsidiary of RPJ Minerals Private Limited) (w.e.f. 23.10.2009)

(22) Rock Solid Cement Limited (subsidiary of RPJ Minerals Private Limited)

(23) MP Jaypee Coal Limited (w.e.f. 14.05.2009)

(24) MP Jaypee Coal Fields Limited (w.e.f. 04.01.2010)

(25) Jaypee Spa Infocom Limited (subsidiary of Jaypee Ventures Private Limited) (Upto 25.02.2010)

(e) Key management Personnel:

(1) Shri Manoj Gaur, Chairman

(2) Shri S.K. Sharma, Vice Chairman and CEO

(3) Shri Suresh Kumar, Executive Chairman (upto 30.06.2009(*)

(4) Shri Suren Jain, Managing Director and CFO (*)

(5) Shri Arun Gupta, Whole-time Director (upto 14.12.2009(*)

(6) Shri Ravi Chadha, Whole-time Director ( 01.04.2009 to 14.12.2009) (*)

(7) Shri J.N. Gaur, Whole-time Director

(8) Shri R.K. Narang, Whole-time Director,

(9) Shri Suresh Chandra, Whole-time Director

(*) Directors of erstwhile Jaiprakash Power Ventures Limited (Amalgamating Company)

18. (a) Provident Fund - Defined Contribution Plan

All employees are entitled to Provident Fund benefits. Amount debited to Profit and Loss account including Administrative and DLI charges Rs. 87,66,633 during the year (Previous Year Rs. 40,38,212) and Rs. 17,69,106 booked in Incidental Expenses (Pending Capitalisation).

(b) Gratuity - The liability for Gratuity is provided on the basis of Actuarial Valuation made at the end of each financial year. The Actuarial Valuation is made on Projected Unit Credit method as per AS 15(revised).Jaiprakash Associates Limited {JAL} (the companys holding company) has constituted a Gratuity Fund Trust under the name Jaiprakash Associates Employees Gratuity Fund Trust vide Trust Deed dated 30th March,2009 for JAL and its subsidiaries and appointed SBI Life Insurance Co. Ltd. for the management of the Trust Funds for the benefits of employees. As a subsidiary of JAL, the company is participating in the Trust Fund by contributing its liability accrued upto the close of each financial year to the Trust Fund.

19. (a) As per Computation made by the Company, provision of Rs. 5157 Lacs (Previous Year Rs. 1826 Lacs) towards Minimum Alternate Tax (MAT) as Tax payable under section 115JB of Income Tax Act, 1961 has been made. The MAT paid by the company for the year is allowed to be carried forward for a period upto next 10 years to be adjusted against the normal tax payable, if any, in those years.

(b) Provision for deferred tax has not been made as no deferred tax liability arises on account of Tax holiday period.

(c) No Provision towards Fringe Benefit Tax (FBT) (as Tax payable) under section 115W of Income Tax Act, 1961 (Since abolished by Finance Act 2009) has been made for the year from 01.04.2009 to 31.03.2010 (Previous Year Rs. 701,077).

(d) Wealth Tax Liability of Rs. 1,17,460 has been provided in Profit & Loss Account and Rs. 41,977 has been provided in Incidental Expenses Pending Capitalisation in respect of Project under Implementation.

20. (a) Pursuant to the Memorandum Of Understanding signed with Power Grid Corporation of India Limited (PGCIL), a Joint Venture Company in the name of Jaypee Powergrid Ltd. (JPPGL) had been incorporated on 05.10.2006 by the Company for developing a Transmission System for the evacuation of power to be generated by the 1000 MW Karcham Wangtoo Hydro Electric Project in the State of Himachal Pradesh, to a suitable interconnection point. The Shareholders Agreement had been signed with PGCIL on 22.02.2007 with 74% Equity Participation with a provision of minimum 51% Equity Participation by the Company and balance 23%, if required, by affiliates. The 26% Equity to be contributed by PGCIL.

21.(c) (i) 5,25,00,000 Equity Shares of Rs. 10/- each fully paid (previous year 2,25,00,000 held by the company of Jaypee Powergrid Ltd. (Subsidiary Company) are pledged with IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Powergrid Ltd.

22.(c) (ii) 12,00,00,000 Equity Shares of Rs. 10/- each fully paid (previous year Nil) held by the company of Jaypee Karcham Hydro Corporation Ltd. (Fellow Subsidiary Company) are pledged with IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Jaypee Karcham Hydro Corporation Ltd.

23. (c) (iii) 11,43,20,861 Equity Shares of Rs. 10/- each fully paid (previous year Nil) held by the company of Bina Power Supply Company Ltd. (Subsidiary Company) are pledged with IDBI Trusteeship Services Ltd., as collateral security for the financial assistance granted by lenders to Bina Power Supply Company Ltd.

24. In terms of Scheme of Amalgamation as approved by the Honble High Court of Himachal Pradesh at Shimla the Company has decided to write off the Goodwill arising on Amalgamation from Share Premium Account for the period under review and accordingly the amount of Rs. 106.98 crore has been adjusted from Share Premium Account. Goodwill arising on amalgamation will be written off over a period of ten years.

25. The Company has presently one operative segment i.e. Generation of Power, hence, separate segment reporting is not applicable.

26. In terms of Accounting Standard (AS) 28, the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

27. All the figures have been rounded off to the nearest rupees in lacs except in the Notes to the Accounts.

28. Previous Years figures have been regrouped/re-arranged wherever considered necessary to make them conform to the figures for the year.

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