Mar 31, 2025
Contingent Liabilities are not recognized but are disclosed
in the notes unless the possibility of an outflow of resources
embodying economic benefits is remote. Contingent assets
are disclosed in the financial statements only when the
inflow of economic benefits is probable. Contingent liability
and Contingent assets are reviewed at each reporting date.
Commitments are future liabilities for contractual expenditure,
classified and disclosed as estimated amount of contracts
remaining to be executed on capital account and not provided
for. Other commitments related to sales/procurements made
in the normal course of business are not disclosed to avoid
excessive details.
Tax expense represents the sum of the current income tax and
deferred tax.
Current income tax assets and liabilities are measured at the
amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted in
India, at the reporting date. Interest expenses and penalties,
if any, related to income tax are included in finance cost and
other expenses respectively. Interest Income, if any, related to
income tax is included in other income.
The Company periodically evaluates positions taken in the
tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes
provisions where appropriate.
Current tax assets and current tax liabilities are offset where
the Company has a legally enforceable right to offset the
recognised amount and intends either to settle on a net basis,
or to realise the asset and settle the liability simultaneously.
Deferred tax:
Deferred tax is recognized on temporary differences between
the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes at the reporting date.
A deferred tax liability is recognised based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted, or substantively
enacted, by the end of the reporting period. Deferred tax
assets are recognised for all deductible temporary differences,
the carry forward of unused tax credits and any unused tax
losses. Deferred tax assets are recognised to the extent that
it is probable that taxable profit will be available against which
the deductible temporary differences and the carry forward of
unused tax credits and unused tax losses can be utilised.
Deferred tax assets include Minimum Alternative Tax (MAT)
paid in accordance with the tax laws in India, to the extent it
would be available for set off against future current income tax
liability. Accordingly, MAT is recognised as deferred tax asset
in the balance sheet when the asset can be measured reliably
and it is probable that the future economic benefit associated
with the asset will be realised.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
reporting date.
Current tax and deferred tax are recognised in statement
of profit and loss, except when they relate to items that are
recognised in other comprehensive income or directly in
equity respectively.
Deferred tax assets and deferred tax liabilities are offset when
the Company has legally enforceable right to offset current tax
assets against current tax liabilities and the deferred tax assets
and the deferred tax liabilities relate to income taxes levied by
the same taxation authority on the same taxable entity.
Non-current assets held for sale/ distribution to owners
and discontinued operations
The Company classifies non-current assets (or disposal
groups) as held for sale if their carrying amounts will be
recovered principally through a sale rather than through
continuing use. Held for sale is classified only if the asset
(or disposal group) is available for immediate sale in its
present condition subject only to the terms that are usual and
customary for sale for such assets (or disposal group) and its
sale is highly probable i.e. Management is committed to sale,
which is expected to be completed within one year from date
of classification.
Sale transactions include exchanges of non-current assets for
other non-current assets when the exchange has commercial
substance. Non-current assets (or disposal group) that is to be
abandoned are not classified as held for sale.
Non-current assets held for sale and disposal groups are
measured at the lower of their carrying amount and the fair
value less costs to sell except financial assets within the scope
of Ind AS 109 - Financial Instruments. Assets and liabilities
classified as held for sale are presented separately in the
balance sheet.
The determination of fair value less costs to sell includes use
of management estimates and assumptions. The fair value
of asset held for sale has been estimated using observable
inputs.
Non-current assets held for sale are not depreciated or
amortised. Interest and other expenses attributable to the
liabilities of a disposal group classified as held for sale are
continue to be recognised.
Non-current asset (or disposal group) is reclassified from held
to sale if the criteria are no longer met and measured at lower
of:
[i] Its carrying amount before the asset (or Disposal
group) was classified as held for sale, adjusted for any
depreciation, amortisation or revaluations that would
have been recognised had the asset (or disposal group)
not been classified as held for sale, and
[ii] Its recoverable amount at the date of the subsequent
decision not to sell.
Any adjustment to the carrying amount of a non-current asset
that ceases to be classified as held for sale is charged to
profit or loss from continuing operations in the period in which
criteria are no longer met.
A disposal group qualifies as discontinued operation if it is a
component of an entity that either has been disposed off, or is
classified as held for sale, and:
[i] Represents a separate major line of business or
geographical area of operations
[ii] Is part of a single co-ordinated plan to dispose of a
separate major line of business or geographical area of
operations, or
[iii] Is a subsidiary acquired exclusively with a view to resale.
Fair value measurement
The Company measures financial instruments, such as,
derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
[i] In the principal market for the asset or liability, or
[ii] In the absence of a principal market, in the most
advantageous market accessible by the Company for the
asset or liability.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in
their economic best interest.
A fair value measurement of a non-financial asset takes into
account a market participant''s ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or
disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as
a whole:
[i] Level 1 â Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
[ii] Level 2 â Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
directly or indirectly observable
[iii] Level 3 â Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial
statements at fair value on a recurring basis, the Company
determines whether transfers have occurred between levels
in the hierarchy by re-assessing categorisation (based
on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
The Company determines the policies and procedures for
both recurring fair value measurement, such as derivative
instruments and unquoted financial assets measured at fair
value, and for non-recurring measurement, such as assets
held for distribution in discontinued operations.
External valuers are involved for valuation of significant
assets, such as properties and unquoted financial assets,
and significant liabilities, such as contingent consideration.
Selection criteria include market knowledge, reputation,
independence and whether professional standards are
maintained.
At each reporting date, the Company analyses the movements
in the values of assets and liabilities which are required
to be remeasured or re-assessed as per the Company''s
accounting policies. For this analysis, the Company verifies
the major inputs applied in the latest valuation by agreeing
the information in the valuation computation to contracts and
other relevant documents.
The Company, in conjunction with the Company''s external
valuers, also compares the change in the fair value of each
asset and liability with relevant external sources to determine
whether the change is reasonable.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
Convertible Preference Shares/ Bonds [Liability]
Convertible Preference Shares/ Bonds are separated into
liability and equity components based on the terms of the
contract.
On issuance of the convertible Preference Shares/ Bonds,
the fair value of the liability component is determined using
a market rate for an equivalent non-convertible instrument.
This amount is classified as a financial liability measured at
amortised cost (net of transaction costs) until it is extinguished
on conversion or redemption.
The remainder of the proceeds is allocated to the conversion
option that is recognised as equity. Transaction costs are
deducted from equity, net of associated income tax. The
carrying amount of the conversion option is not remeasured
in subsequent years.
Transaction costs are apportioned between the liability and
equity components of the Preference Shares/ Bonds based
on the allocation of proceeds to the liability and equity
components when the instruments are initially recognised.
Earnings per share
Basic earnings per equity share is computed by dividing net
profit after tax by the weighted average number of equity
shares outstanding during the year. Diluted earnings per
equity share is computed by dividing adjusted net profit after
tax by the aggregate of weighted average number of equity
shares and dilutive potential equity shares during the year.
Financial instruments
Financial assets and liabilities are recognized when the
Company becomes a party to the contractual provisions of the
instruments.
Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise
unrestricted cash at banks and on hand and unrestricted
short-term deposits with an original maturity of three months
or less, which are subject to an insignificant risk of changes
in value.
For the purpose of the statement of cash flows, cash and
cash equivalents consist of unrestricted cash and short-term
deposits.
Initial Recognition & measurements
Financial instruments are initially measured at fair value
including transaction costs unless they are classified at fair
value through profit and loss, in which case the transaction
costs are expensed immediately. However, trade receivables
that do not contain a significant financing component are
initially measured at transaction price. Subsequent to initial
recognition, these instruments are measured in accordance
with their classification as set out below.
Subsequent measurement
Measurement of financial assets is done as below:
[i] Amortised cost, if the financial asset is held within a
business model whose object is to hold financial assets in
order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specific dates
to cash flows that are solely payments of principal and
interest on the principal amount outstanding,
[ii] Fair value through profit or loss (FVTPL)
Investment in Subsidiaries, Associates and Joint Ventures
The Company has accounted for its investments in equity
shares and compulsory convertible preference shares
of subsidiaries, associates and joint venture at cost less
accumulated impairment losses, if any except when these
investments are classified as held for sale. On disposal of
investments in subsidiaries, associates and joint venture, the
difference between net disposal proceeds and the carrying
amounts are recognised in the Statement of profit and loss.
Other Equity Investments
All equity investments [other than investment in Subsidiaries,
Associates and Joint Ventures] are measured at fair value, with
value changes recognised in Statement of Profit and Loss.
In case of funding to subsidiary companies in the form of
interest free or concession loans and preference shares,
the excess of the actual amount of the funding over initially
measured fair value is accounted as an equity investment.
De-recognition of financial assets
A financial asset (or, where applicable, a part of a financial
asset or part of a group of similar financial assets) is primarily
de-recognised when:
[i] The rights to receive cash flows from the asset have
expired, or
[ii] The Company has transferred its rights to receive cash
flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to
a third party under a âpass-through'' arrangement; and
either (a) the Company has transferred substantially all
the risks and rewards of the asset, or (b) the Company
has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control
of the asset.
On derecognising of a financial asset in its entirety, the
difference between the asset''s carrying amount and the sum
of the consideration received or receivable and the cumulative
gain or loss that had been recognised in other comprehensive
income and accumulated in equity is recognised in profit or
loss.
Impairment of financial assets
In accordance with IND AS 109, the Company applies Expected
Credit Loss (ECL) Model for measurement & recognition of
impairment loss on the following financial assets & credit risk
exposure.
[i] Financial assets that are debt instruments, and are
measured at amortised cost, e.g. loans, debt securities,
deposits, trade receivables and bank balance.
[ii] Financial assets that are debt instruments and are
measured as at FVTPL.
[iii] Lease receivables under Ind AS 17.
[iv] Trade receivables
[v] Contract assets
[vi] Loan commitments which are not measured as at FVTPL.
[vii] Financial guarantee contracts which are not measured as
at FVTPL.
The Company follows âsimplified approach'' for recognition of
impairment loss allowance on:
[i] Trade receivables including contract assets; and
[ii] All lease receivables resulting from transactions within the
scope of Ind AS 17
The application of simplified approach does not require the
Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets
and risk exposure, the Company determines that whether
there has been a significant increase in the credit risk since
initial recognition. If credit risk has not increased significantly,
12-month ECL is used to provide for impairment loss. However,
if credit risk has increased significantly, lifetime ECL is used.
If, in a subsequent period, credit quality of the instrument
improves such that there is no longer a significant increase
in credit risk since initial recognition, then the entity reverts to
recognising impairment loss allowance based on 12-month
ECL.
ECL impairment loss allowance (or reversal) is recognized
during the period as income / expense in the statement of
profit and loss.
Financial assets measured as at amortised cost, contractual
revenue receivables and lease receivables: ECL is presented
as an allowance, i.e., as an integral part of the measurement
of those assets in the balance sheet. The allowance reduces
the net carrying amount. Until the asset meets write-off criteria,
the Company does not reduce impairment allowance from the
gross carrying amount.
For assessing increase in credit risk and impairment loss,
the Company combines financial instruments on the basis
of shared credit risk characteristics with the objective of
facilitating an analysis that is designed to enable significant
increases in credit risk to be identified on a timely basis.
Equity Instruments and Financial liabilities
Equity Instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of
its liabilities. Equity instruments which are issued for cash are
recorded at the proceeds received, net of direct issue costs.
Equity instruments which are issued for consideration other
than cash are recorded at fair value of the equity instrument.
Financial liabilities
Initial recognition & measurement
All Financial liabilities are recognised initially at fair value and
in case of loan & borrowings and payable, net-off directly
attributable transaction cost.
The Company''s financial liabilities include trade and other
payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial
instruments.
Subsequent measurement
The measurement of financial liabilities depends on their
classification, as described below:
Financial liabilities at fair value through profit or loss [FVTPL]
Financial liabilities at fair value through profit or loss include
financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through
profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing
in the near term. This category also includes derivative
financial instruments entered into by the Company that are not
designated as hedging instruments in hedge relationships as
defined by Ind AS 109. Separated embedded derivatives are
also classified as held for trading unless they are designated
as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised
in the profit or loss.
Financial liabilities designated upon initial recognition at fair
value through profit or loss are designated as such at the initial
date of recognition, and only if the criteria in Ind AS 109 are
satisfied. For liabilities designated as FVTPL, fair value gains/
losses attributable to changes in own credit risk are recognized
in OCI. These gains/ loss are not subsequently transferred to
P&L. However, the Company may transfer the cumulative gain
or loss within equity. All other changes in fair value of such
liability are recognised in the statement of profit or loss.
Loans and borrowings at amortised cost
After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the
Effective Interest Rate [EIR] method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as
finance costs in the statement of profit and loss.
Where the terms of a financial liability is re-negotiated and the
Company issues equity instruments to extinguish all or part of
the liability (debt for equity swap), a gain or loss is recognised
in the Statement of Profit and Loss; measured as a difference
between the carrying amount of the financial liability and the
fair value of equity instrument issued.
Financial guarantee contracts
Financial guarantee contracts issued by the Company
are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified
debtor fails to make a payment when due in accordance with
the terms of a debt instrument. Financial guarantee contracts
are recognised initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance
of the guarantee. Subsequently, the liability is measured at
the higher of the amount of loss allowance determined as
per impairment requirements of Ind AS 109 and the amount
recognised less cumulative amortisation.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange
or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in the statement
of profit or loss.
Embedded derivatives
An embedded derivative is a component of a hybrid (combined)
instrument that also includes a non-derivative host contract -
with the effect that some of the cash flows of the combined
instrument vary in a way similar to a stand-alone derivative. An
embedded derivative causes some or all of the cash flows that
otherwise would be required by the contract to be modified
according to a specified interest rate, financial instrument
price, commodity price, foreign exchange rate, index of prices
or rates, credit rating or credit index, or other variable, provided
in the case of a non-financial variable that the variable is not
specific to a party to the contract. Reassessment only occurs
if there is either a change in the terms of the contract that
significantly modifies the cash flows that would otherwise be
required or a reclassification of a financial asset out of the fair
value through profit or loss.
If the hybrid contract contains a host that is a financial asset
within the scope of Ind AS 109, the Company does not separate
embedded derivatives. Rather, it applies the classification
requirements contained in Ind AS 109 to the entire hybrid
contract. Derivatives embedded in all other host contracts
are accounted for as separate derivatives and recorded at fair
value if their economic characteristics and risks are not closely
related to those of the host contracts and the host contracts
are not held for trading or designated at fair value though
profit or loss. These embedded derivatives are measured at
fair value with changes in fair value recognised in profit or loss,
unless designated as effective hedging instruments.
The Company reclassify all affected financial assets
prospectively when, and only when Company changes its
business model for managing financial assets but financial
liability is not reclassified in any case.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net
amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and
there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
Business combinations are accounted for using the acquisition
accounting method as at the date of the acquisition, which is
the date at which control is transferred to the Company. The
consideration transferred in the acquisition and the identifiable
assets acquired and liabilities assumed are recognised
at fair values on their acquisition date. Goodwill is initially
measured at cost, being the excess of the aggregate of the
consideration transferred and the amount recognised for non
controlling interests, and any previous interest held, over the
net identifiable assets acquired and liabilities assumed.
Transaction costs are expensed as incurred, other than those
incurred in relation to the issue of debt or equity securities. Any
contingent consideration payable is measured at fair value at
the acquisition date. Subsequent changes in the fair value of
contingent consideration are recognised in the Statement of
Profit and Loss.
Operating Segment
The Operating Segment is the level at which discrete financial
information is available. The âChief Operating Decision Makerâ
(CODM) allocates resources and assess performance at
this level. The Company has identified the below operating
segments:
1. Construction
2. Cement
3. Hotel / Hospitality & Golf Course
4. Real Estate
5. Power
6. Investments
Exceptional items
An item of income or expense which by its size, type or incidence
requires disclosure in order to improve an understanding of the
performance of the Company is treated as an exceptional item
and disclosed as such in the financial statements.
Critical accounting estimates, assumptions and judgments
Areas involving a higher degree of judgment or complexity,
and items which are more likely to be materially adjusted
due to estimates and assumptions turning out to be different
than those originally assessed are given here under. Detailed
information about each of these estimates and judgments is
included in relevant notes together with information about the
basis of calculation for each affected line item in the financial
statements.
(i) Carrying value of exposure in subsidiary and associate
companies
Equity investments in subsidiaries and associates
are carried at cost. At each balance sheet date, the
management assesses the indicators of impairment of
such equity investments. This requires assessment of
several external and internal factor which may affect the
carrying value of equity investments in subsidiaries and
associates. Similar assessment is carried for exposure
of the nature of investment in preference shares, loans
and other receivables from subsidiaries and associates.
A degree of judgement is required in establishing
recoverable amount. Judgements include considerations
of inputs such as expected earnings in future years,
liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the reported
fair value of these investments.
(ii) Evaluation of indicator of impairment of assets
The evaluation of applicability of indicators of impairment
of assets requires assessment of several external and
internal factors which could result in deterioration of
recoverable amount of assets.
(iii) Net realisable value of inventory and Inventory write down
The determination of net realisable value of inventory
involves estimates based on prevailing market conditions,
current prices and expected date of commencement
and completion of the Real Estate project, the estimated
future selling price, cost to complete projects, selling cost
and other factors.
(iv) Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised
is based on an assessment of the probability of the future
taxable income against which the deferred tax assets can
be utilised.
(v) Probable outcome of matters included under Contingent
Liabilities
At each balance sheet date basis the management
judgment, changes in facts and legal aspects, the
Company assesses the requirement of provisions against
the outstanding contingent liabilities. However the actual
future outcome may be different from this judgment.
(vi) Estimation of Defined benefit obligation
Management''s estimate of the defined benefit obligation
is based on a number of underlying assumptions such
as standard rates of inflation, mortality, discount rate
and anticipation of future salary increases. Valuation in
these assumptions may significantly impact the defined
benefit obligation amount and the annual defined benefit
expenses.
(vii) Estimated useful life of PPE and intangible assets
Useful lives of tangible and intangible assets are based
on the life prescribed in Schedule II of the Act. In cases,
where the useful lives are different from that prescribed in
Schedule II of the Act, they are based on internal technical
evaluation. Assumptions are also made, when the
Company assesses, whether an asset may be capitalised
and which components of the cost of the asset may be
capitalised. The estimation of residual value of assets is
based on management''s judgment about the condition of
such asset at the point of sale of asset.
(viii) Fair value measurement of financial instruments
Management applies valuation techniques to determine
the fair value of financial instruments (where active market
quotes are not available). This involves developing
estimates and assumptions consistent with how market
participates would price the instrument.
(ix) Lease term
The lease term is a significant component in the
measurement of both the right-of-use asset and lease
liability. Judgment is exercised in determining whether
there is reasonable certainty that an option to extend
the lease or purchase the underlying asset will be
exercised, or an option to terminate the lease will not
be exercised, when ascertaining the periods to be
included in the lease term. In determining the lease term,
all facts and circumstances that create an economical
incentive to exercise an extension option, or not to
exercise a termination option, are considered at the lease
commencement date. Factors considered may include
the importance of the asset to the Company''s operations;
comparison of terms and conditions to prevailing market
rates; incurrence of significant penalties; existence of
significant leasehold improvements; and the costs and
disruption to replace the asset. The Company reassesses
whether it is reasonably certain to exercise an extension
option, or not exercise a termination option, if there is a
significant event or significant change in circumstances.
Where the interest rate implicit in a lease cannot be readily
determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present
value of the lease liability at the lease commencement
date. Such a rate is based on what the Company
estimates it would have to pay a third party to borrow
the funds necessary to obtain an asset of a similar value
to the right-of-use asset, with similar terms, security and
economic environment.
(x) Contract estimates
The Company, being a part of construction industry,
prepares estimates in respect of each project to compute
project profitability. The two major components of contract
estimate are âclaims arising during construction period''
(described below) and âestimated costs to complete the
contract''. While estimating these components various
assumptions are considered by the management such
as (i) Work execution in the manner expected so that
the project is completed timely (ii) consumption patterns
(iii) Assets utilisation (iv) wastage at normal level (v) no
change in design and the geological factors will be same
as communicated and (vi) price escalations etc. Due
to such complexities involved in the estimate process,
contract estimates are highly sensitive to changes in
these assumptions.
(xi) Recoverability of claims
The Company has claims in respect of cost over-run
arising due to client caused delays, suspension of
projects, deviation in design and change in scope of work
etc., which are at various stages of negotiation / discussion
with the clients or under arbitration. The realisability of
these claims are estimated based on contractual terms,
historical experience with similar claims. Changes in facts
of the case or the legal framework may impact realisability
of these claims. The Company assesses the carrying value
of various claims periodically and makes adjustments for
amount arising from the legal/ arbitration proceedings/
negotiation with the clients that they may be involved in
from time to time. Interest on claims being awarded on
favourable arbitration / legal proceedings is recognised
as interest income that reflects the consideration the
Company has received or expects to receive.
Estimates and judgments are continually evaluated. They are
based on historical experience and other factors, including
expectations of future events that may have a financial impact
on the Company and that are believed to be reasonable under
the circumstances.
Recent Accounting Developments
Ministry of Corporate Affairs (âMCAâ) notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
time. For the year ended March 31, 2025, MCA has notified
Ind AS - 117 Insurance Contracts and amendments to Ind
AS 116 - Leases, relating to sale and leaseback transactions,
applicable to the Group w.e.f. April 1, 2024. The Company
has reviewed the new pronouncements and based on its
evaluation has determined that it does not have any significant
impact in its financial statements.
â2.1â Addition in Plant & Equipment includes '' Nil Lakhs [Previous year '' Nil Lakhs] on account of exchange difference during
the year.
â2.2â Building includes '' 750/- [Previous year '' 750/-] for cost of shares in Co-operative Societies.
â2.3â Property, Plant & Equipment and Intangible Assets to the extent of '' 1114340 Lakhs (Gross Value including CWIP) [Previous
Year '' 11,04,111 Lakhs] and '' 501722 Lakhs (Net Value) [Previous Year '' 5,45,411 Lakhs] are given as security for availing
financial assistance from lenders. For details of exclusive security refer Note No.13.
â2.4â For Disclosure of contractual commitments for the acquisition of Property, Plant & Equipment refer Note No.34.
â2.5â Adjustable receipts against Contracts includes advances received of '' 4284 Lakhs [Previous Year '' 9292 Lakhs] against
hypothecation of certain plant and equipments having gross value of '' 14877 Lakhs [Previous Year '' 14174 Lakhs] and
Net Value of '' 11733 Lakhs [Previous Year '' 11366 Lakhs].
â2.6â Leasehold Land represents land taken under finance lease/perpetual lease. Property, Plant & Equipment other than lease
hold land does not includes any assets taken or given on finance lease.
â2.7â Borrowing cost capitalised during the year is Nil [Previous year Nil].
â2.8â For Disclosure of lease assets refer Note No.62.
â2.9â The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee), are held in the name of the Company, except some immovable
assets in the name of amalgamated/merged entities are disclosed below:
â3.1â Losses suffered by Jaypee Agra Vikas Limited, East India Energy Private Limited and Bhilai Jaypee Cement Limited
[BJCL], subsidiary companies and erosion of their net worth, indicate an impairment loss in the carrying value of
investments as at 31st March 2025. Further, the plants of BJCL were not in operations during current year due to shortage
of working capital resulting into power disconnection, raw material shortage etc. Accordingly, an impairment assessment
has been carried out and a provision for impairment loss on investments of '' 21677 lakhs and reversal of provision of ''1
lakhs has been recognised during the year.
As at 31st March 2024, management has considered that the losses suffered by Jaypee Agra Vikas Limited, subsidiary
company and MP Jaypee Coal Field Limited, associate company and the erosion of its net worth indicate an impairment
in the carrying value of the investment. Accordingly, the management has carried out an impairment assessment and has
estimated a provision of '' 4065 lakhs in subsidiary companies and '' 4 lakhs in associate company as a diminution in the
carrying value of its investment.
The carrying value of exposure in group companies are determined by the Company on evaluation of their financial
statements. The Company uses judgment to select from variety of methods and make assumptions which are mainly
based on conditions existing at the end of each reporting period.
â3.2â Vide its Order dated 07th March 2023, the Hon''ble NCLT, New Delhi inter alia, approved the resolution plan submitted
by Suraksha Realty Limited alongwith Lakshdeep Investments and Finance Private Limited (Successful Resolution
Applicants). YEIDA, Income tax Department and the Company had filed an appeal before the Hon''ble NCLAT, challenging
the approved resolution plan. The Hon''ble NCLAT has disposed the appeals filed by YEIDA, Income Tax Department and
the Company. YEIDA and the Company have filed appeal before the Hon''ble Supreme Court challenging the Hon''ble
NCLAT Order which are pending for adjudication presently. The Company has Written off Non-Current investments
amounting '' 84926 Lakhs in Jaypee Infratech Limited pursuant to Hon''ble NCLT and Hon''ble NCLAT Orders and
implementation of Resolution Plan by Successful Resolution Applicants.
â3.3â Yes Bank Limited has invoked pledge/ non disposal undertaking of 28,09,66,000 Equity shares of Bhilai Jaypee Cement
Limited held by the Company and assigned in favour of Assets Care & Reconstruction Enterprise Limited (ACRE) vide
Assignment Agreement dated 26th September, 2018 in previous years. For details refer Note No. 43.
â3.4â Yes Bank Limited vide Deed of Assignment dated 27th December, 2017 has invoked pledge of 50,000 Equity shares of
Yamuna Expressway Tolling Private Limited held by the Company and assigned in favour of Suraksha Asset Reconstruction
Private Ltd (SARPL) in previous years. Details may be referred in Note No. 44.
â3.5â The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of
the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
â3.6â 25,00,000 11% Cumulative Redeemable Preference shares of '' 100/- each aggregating to '' 2500 lakhs allotted by Himalyan
Expressway Limited (HEL) on 05.12.2012, redeemable on expiry of ten years from the date of allotment, as consented
by the Company vide letter dated 12.11.2022, has been extended for 2 years i.e. upto 04.12.2024 on 18.11.2022 on the
same terms and conditions. HEL vide its letter dated 5th November 2024 has requested to the Company for according
its NOC/Consent for extension of time for redemption of these shares by another 8 years. The said letter has been sent
to the Resolution Professional (since powers of the board of the Company are suspended) for approval but the same is
still awaited. The investment is fully impaired.
â3.7â Madhya Pradesh State Mining Corporation Ltd. (MPSMCL), the Holding company of MP Jaypee Coal Fields Limited
[MPJCFL] informed that Madhya Pradesh State Mining Department has given approval to initiate process for voluntary
winding up of MPJCFL. MPJCFL in the EGM held on 06.02.2023 has appointed Liquidator for voluntary winding up of the
MPJCFL, associate Company and the process of liquidation is taken by Liquidator. The final approval of winding up is
pending with NCLT. The investment is impaired to the extent of '' 476 Lakhs
â3.8â Madhya Pradesh State Mining Corporation Ltd. (MPSMCL), the Holding company of Madhya Pradesh Jaypee Minerals
Limited [MPJML] informed that Madhya Pradesh State Mining Department has given approval to initiate process for
voluntary winding up of MPJML. MPJML in the EGM held on 17.01.2024 has appointed Liquidator for voluntary winding
up of the MPJML, associate Company and the process of liquidation is taken up Liquidator. The investment is fully
impaired.
â3.9â Pursuant to the Order by Hon''ble NCLAT dated 30.05.2025 upholding the Hon''ble NCLT Order dated 22.07.2024 with
respect to admission of Jaypee Cement Corporation Limited in IBC, the investment in equity shares and preference
shares of Jaypee Cement Corporation Limited is fully impaired.
â13.1â The Hon''ble NCLT Allahabad, vide its Order dated 03.06.2024 admitted the Company to Corporate Insolvency Resolution
Process (CIRP) and appointed Sh. Bhuvan Madan as Interim Resolution Professional, who was later confirmed as the
Resolution Professional (RP) by the Committee of Creditors (CoC) under Section 22 of Insolvency & Bankruptcy Code,
2016 (IBC).
As part of the CIRP the creditors of the Company were called upon to submit their claims with the RP in terms of the
applicable provisions of the IBC. The received claims have been verified/ being verified by RP and admitted basis the
provisions of the IBC and the list of creditors (updated from time to time) containing the status of claims has been
duly prepared and submitted to the Hon''ble NCLT and the IBBI. Accordingly Committee of Creditors under IBC was
constituted.
The Company has received intimation from National Asset Reconstruction Company Limited (NARCL) dated 11.03.2025
regarding assignment of loans (Including NCDs & ECB) of various lenders namely State Bank of India, ICICI Bank, IDBI
Bank, Axis Bank, Life Insurance of Corporation of India, Canara Bank, Bank of Maharastra, IFCI limited, Punjab National
Bank, Uco Bank, South Indian Bank, Punjab & Sind Bank, Jammu & Kashmir Bank, SIDBI, Standard Chartered Bank,
Karur Vyasa Bank, Exim Bank, Bank of India, Indian Overseas Bank, Indian Bank, Indusind Bank, Bank of Baroda, Union
Bank of India, Central Bank of India, Srei Equipment Finance Limited under the provisions of SARFAESI Act 2002.
The status of claims is subject to further revision on the basis of verification of additional documents/information sought
by RP as and when received and the outcome of the sub-judice matters, including application(s) filed before the NCLT
challenging the claim verification process.
The amount of claim admitted by RP is/may be different from the amount appearing in the financial statements as on 31st
March 2025. Claims will be dealt as per provision of IBC, post implementation of the approved Resolution plan, requisite
accounting adjustments will be made in the financial statements.
â13.1(a)â The Comprehensive Re-organization and Restructuring Plan (CRRP) for the Company and its wholly owned
subsidiary, namely, Jaypee Cement Corporation Limited (JCCL) had been approved by the Joint Lenders Forum on
22.06.2017. The CRRP envisaged the bifurcation of the entire debt of the Company into two parts - âSustainable Debt''
and âOther Debt'', which were proposed to be put in the following three buckets:
[i] Bucket 1 Debt of '' 1168900 Lakhs, being âother debt'', was proposed to be discharged against the sale consideration
of identified Cement Plants of the Company and its Wholly owned Subsidiary to UltraTech Cement Limited [UTCL]
[ii] Bucket 2(a) Debt of '' 636700 Lakhs, being âsustainable debt'' was proposed to be repaid in terms of the Master
Restructuring Agreement (MRA) dated 31st October, 2017.
[iii] Bucket 2(b) Debt of '' 1183355 Lakhs being âOther Debt'' was proposed to be transferred to a Special Purpose
Vehicle (SPV) alongwith identified land of the Company.
However, the Scheme of Arrangement for transfer to SPV has since been rejected by Hon''ble NCLT vide its order dated
03.06.2024 which was upheld by Hon''ble NCLAT vide its order dated 06.12.2024 and appeal of suspended Directors
not admitted by Hon''ble Supreme Court vide its order dated 10.01.2025. As stated in note no. 13.1 above, the amount
of claim(s) is/may be different than the amount appearing in the Financial statements of the Company as on 31.03.2025.
These Financial Statements reflect liability position of company based on the CRRP of 2017. Requisite accounting
adjustments for differential amounts between the claims of financial creditors and amount reflecting in financial statements
will be made subsequently in the financial statements as per the provisions of the IBC, post implementation of the
approved Resolution plan, if any.
Pursuant to the order by Hon''ble NCLT dated 22.07.2024 initiating commencement of CIRP in JCCL and upheld by
Hon''ble NCLAT vide its order dated 30.05.2025 and appointment of an Interim Resolution Processional (IRP) in terms of
the IBC; debts amounting '' 87173 Lakhs which were transferred to the Company by JCCL as part of CRRP in earlier years
are now transferred back to JCCL during the current year.
[b] Outstanding Term Loans and Non Convertible Secured Debentures as stated in Note No 13.2[a], 13.3 [a] 1, 13.3 [a] 2
and 13.3 [a] 7 above excluding Core Area Project Loan together with all interest, liquidated damages, premia on pre¬
payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are
secured by way of First Charge ranking pari-passu over movable and immovable fixed assets pertaining to Cement Division
(excluding Jaypee Super Cement Plant), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering
& Construction Division, except assets specifically charged to Lenders/Project authorities [both present and future] of the
Company.
[c] Outstanding Term Loans specified as Hold Back Loans stated at Note no. 13.3 [a] 8 above & 13.5 [c] below together with
all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in
the Master Restructuring Agreement (MRA) are secured by First Charge ranking pari-passu over movable and immovable
fixed assets of Jaypee Super Cement Plant of the company [both present and future] situated at Uttar Pradesh. The Loan
was to be repaid on redemption of âSeries A Redeemable Preference Sharesâ aggregating '' 100000 Lakhs post transfer of
Jaypee Super Plant to Ultratech Cement Limited (UTCL), the transfer of which was subject to the satisfaction of conditions
precedent as mentioned in the sanctioned scheme between the company and UTCL for transfer of identified Cement
Plants. However, UTCL''s failed to redeem âSeries A Redeemable Preference Sharesâ within the permissible time that
expired on 28th June 2022. In event of conditions precedent could not be complied with, Hold Back Loans was repayable
over the next 15 years through equal quarterly instalments, commencing from 30th September 2022.
[d] Outstanding Term Loans specified as Core Area project loan included at Note no. 13.3 [a] 1 above along with BG facility
(devolved) of '' 10000 Lakhs by Punjab & Sind Bank at Note No.13.14 below together with all interest, liquidated damages,
premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring
Agreement (MRA) are secured by way of First Charge ranking pari-passu on all immovable and movable fixed assets
pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all the
current assets including receivables pertaining to the aforesaid sports infrastructure project.
[e] Loans given by Lenders are further secured by exclusive security given to specific Lenders. Details of exclusive security as
per Master Restructuring Agreement/ Specific agreement is given below:
(i) NARCL (Assigned by State Bank of India )
(1) First Charge over 3.78 acres of Commercial Land situated at Sector - 128, Noida, (carrying value '' 3,373 lakhs)
(2) First charge ranking Pari passu over 37.763 hectare Land Situated in Chindwara, M.P, and assets related to
Mandla (North) Coal Mine (carrying value '' 90 lakhs) for term loan and Bank Guarantee Facility given for Mandla
(North) Coal Block
(ii) NARCL (Assigned by ICICI Bank Limited)
(1) First charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at
Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto
and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both
present and future.
(2) pledge of 7,50,000 11% Cumulative Preference Shares of Himalyan Expressway Limited held by the Company.
(3) pledge of 1,02,12,000 12% Cumulative Preference Shares of Jaypee Agra Vikas Limited held by the Company.
(iii) NARCL (Assigned by Standard Chartered Bank)
(1) First charge over 30.33 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 20,368 lakhs).
(iv) Asset Care & Reconstruction Enterprise Limited (assigned by Yes Bank Limited)
(1) First charge over 2.5 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25,
Gautam Budh Nagar, Uttar Pradesh (carrying value '' 1,679 lakhs).
(v) NARCL (Assigned by The Karur Vysya Bank Limited)
(1) First charge over 2.53 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 1,699 lakhs).
(vi) NARCL (Assigned by The South Indian Bank Limited)
(1) First charge over 6.19 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 4,157 lakhs).
[f] Term Loans at Note no 13.3 [a] 5 together with all interest, liquidated damages, premia on prepayment or on redemption,
costs, expenses and other monies, stipulated in the Loan Agreements is secured by Subservient Charge on current assets
of the company excluding Real Estate Division. Term Loans stated at Note no 13.3 [a] 6 above together with all interest,
liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan
Agreements secured by way of exclusive charge over certain Equipments of the Company.
[g] Loans stated at Note No.13.3 [a] 9 above includes loans that were to be transferred to Jaypee Infrastructure Development
Limited (JIDL) as per the scheme of arrangement between the company and JIDL filed with Hon''ble National Company Law
Tribunal, Allahabad, which has since been rejected as stated in note 13 (1) (a) above. It also includes loans which has been
considered to be settled against the identified real estate inventory of the company. However the said scheme has been
rejected by Hon''ble NCLT vide its order dated 03.06.2024. Further, we understand the same along with other borrowings
will be dealt as per the provision of IBC.
[h] Outstanding amount of Term Loans included in Note No. 13.3 [a] 9 above (excluding loans to be settled against the
identified inventory of the Company) and non convertible debentures at Note No.13.2 [a] and 13.5 [b] below which were
proposed to be transferred as part of SDZ Real Estate undertaking and were to be secured by way of 1st pari-passu
charge on identified land of Non-Core Area and Project Assets, situated at Jaypee Sports City near F-1 Stadium, Special
Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh, being part of SDZ Real Estate undertaking to
be transferred as specified in the Scheme of Arrangement between JAL and JIDL filed with Hon''ble National Company
Law Tribunal, Allahabad. However, sanction of Scheme since been rejected as per Note 13 (1) (a) above. Save and except
exclusive security over certain assets created in favour of specific lenders are given below:
(i) NARCL (Assigned by Canara Bank)
(1) First charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 16,794 lakhs).
(ii) NARCL (Assigned by State Bank of India)
(1) First charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 14,914 lakhs).
(2) First charge over 57.13 acres of Residential Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 38,366 lakhs).
(iii) NARCL (Assigned by IFCI Limited)
(1) First charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 3,680 lakhs).
(iv) NARCL (Assigned by Punjab National Bank)
(1) First charge over 13.00 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 8,730 lakhs).
(v) NARCL (Assigned by Indian Bank)
(1) First charge over 8.70 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector
25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 5,843 lakhs).
[i] Land a
Mar 31, 2024
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions (excluding gratuity and compensated absences) are determined based on management''s estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
When the Company expects some or all of a provision to be reimbursed (like under an insurance contract, indemnity clauses or suppliers'' warranties) and the Company is solely liable to pay the liability, the reimbursement is recognised as a separate asset. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement if the Company is not solely liable to pay the liability. The reimbursement of provision is only recognized when it is virtually certain that the company will receive the reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Restructuring Provisions:
Restructuring provisions are recognised only when the Company has a constructive obligation, which is when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an
appropriate timeline, and the employees affected have been notified of the plan''s main features.
A warranty provision is recognised for the best estimate of the expenditure that will be required to settle the company obligation of relevant goods.
Decommissioning Liability:
The Company records a provision for decommissioning costs with respect to manufacturing units/ project sites etc. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognised as part of the cost. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognised in the statement of profit and loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
The Company does recognise and measure as a provision the present obligation under an onerous contract, an onerous contract being a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
Contingent Liabilities, Contingent Assets and Commitments:
Contingent Liabilities are not recognized but are disclosed in the notes unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are disclosed in the financial statements only when the inflow of economic benefits is probable. Contingent liability and Contingent assets are reviewed at each reporting date. Commitments are future liabilities for contractual expenditure, classified and disclosed as estimated amount of contracts remaining to be executed on capital account and not provided for. Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
Tax expense represents the sum of the current income tax and deferred tax.
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted in India, at the reporting date. Interest expenses and penalties, if any, related to income tax are included in finance cost and other expenses respectively. Interest Income, if any, related to income tax is included in other income.
The Company periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Current tax assets and current tax liabilities are offset where the Company has a legally enforceable right to offset the
recognised amount and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax is recognized on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting period. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Current tax and deferred tax are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity respectively.
Deferred tax assets and deferred tax liabilities are offset when the Company has legally enforceable right to offset current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. Non-current assets held for sale/ distribution to owners and discontinued operations
The Company classifies non-current assets (or disposal groups) as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Held for sale is classified only if the asset (or disposal group) is available for immediate sale in its present condition subject only to the terms that are usual and customary for sale for such assets (or disposal group) and its sale is highly probable i.e. Management is committed to sale, which is expected to be completed within one year from date of classification.
Sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. Non-current assets (or disposal group) that is to be abandoned are not classified as held for sale.
Non-current assets held for sale and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell except financial assets within the scope of Ind AS 109 - Financial Instruments. Assets and liabilities classified as held for sale are presented separately in the balance sheet.
The determination of fair value less costs to sell includes use of management estimates and assumptions. The fair value of asset held for sale has been estimated using observable inputs.
Non-current assets held for sale are not depreciated or amortised. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale are continue to be recognised.
Non-current asset (or disposal group) is reclassified from held to sale if the criteria are no longer met and measured at lower of:
[i] Its carrying amount before the asset (or Disposal group) was classified as held for sale, adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset (or disposal group) not been classified as held for sale, and
[ii] Its recoverable amount at the date of the subsequent decision not to sell.
Any adjustment to the carrying amount of a non-current asset that ceases to be classified as held for sale is charged to profit or loss from continuing operations in the period in which criteria are no longer met.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed off, or is classified as held for sale, and:
[i] Represents a separate major line of business or geographical area of operations
[ii] Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or
[iii] Is a subsidiary acquired exclusively with a view to resale. Fair value measurement
The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
[i] In the principal market for the asset or liability, or
[ii] In the absence of a principal market, in the most advantageous market accessible by the Company for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
[i] Level 1 â Quoted (unadjusted) market prices in active markets for identical assets or liabilities
[ii] Level 2 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
[iii] Level 3 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. âThe Company determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. External valuers are involved for valuation of significant assets, such as properties and unquoted financial assets, and significant liabilities, such as contingent consideration. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company''s accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.
The Company, in conjunction with the Company''s external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. Convertible Preference Shares/ Bonds [Liability]
Convertible Preference Shares/ Bonds are separated into liability and equity components based on the terms of the contract.
On issuance of the convertible Preference Shares/ Bonds, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at
amortised cost (net of transaction costs) until it is extinguished on conversion or redemption.
The remainder of the proceeds is allocated to the conversion option that is recognised as equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not remeasured in subsequent years.
Transaction costs are apportioned between the liability and equity components of the Preference Shares/ Bonds based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised. Earnings per share
Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed by dividing adjusted net profit after tax by the aggregate of weighted average number of equity shares and dilutive potential equity shares during the year.
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.
Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise unrestricted cash at banks and on hand and unrestricted short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of unrestricted cash and short-term deposits.
Initial Recognition & measurements
Financial instruments are initially measured at fair value including transaction costs unless they are classified at fair value through profit and loss, in which case the transaction costs are expensed immediately. However, trade receivables that do not contain a significant financing component are initially measured at transaction price. Subsequent to initial recognition, these instruments are measured in accordance with their classification as set out below.
Subsequent measurement
Measurement of financial assets is done as below:
[i] Amortised cost, if the financial asset is held within a business model whose object is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding,
[ii] Fair value through profit or loss (FVTPL)
Investment in Subsidiaries, Associates and Joint Ventures The Company has accounted for its investments in equity shares and compulsory convertible preference shares of subsidiaries, associates and joint venture at cost less accumulated impairment losses, if any except when these investments are classified as held for sale. On disposal of
investments in subsidiaries, associates and joint venture, the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of profit and loss. Other Equity Investments
All equity investments [other than investment in Subsidiaries, Associates and Joint Ventures] are measured at fair value, with value changes recognised in Statement of Profit and Loss.
In case of funding to subsidiary companies in the form of interest free or concession loans and preference shares, the excess of the actual amount of the funding over initially measured fair value is accounted as an equity investment. De-recognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily de-recognised when:
[i] The rights to receive cash flows from the asset have expired, or
[ii] The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a âpass-through'' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognising of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received or receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.
Impairment of financial assets
In accordance with IND AS 109, the Company applies Expected Credit Loss (ECL) Model for measurement & recognition of impairment loss on the following financial assets & credit risk exposure.
[i] Financial assets that are debt instruments, and are measured at amortised cost, e.g. loans, debt securities, deposits, trade receivables and bank balance.
[ii] Financial assets that are debt instruments and are measured as at FVTPL.
[iii] Lease receivables under Ind AS 17.
[iv] Trade receivables
[v] Contract assets
[vi] Loan commitments which are not measured as at FVTPL.
[vii] Financial guarantee contracts which are not measured as at FVTPL.
The Company follows âsimplified approach'' for recognition of impairment loss allowance on:
[i] Trade receivables including contract assets; and
[ii] All lease receivables resulting from transactions within the scope of Ind AS 17
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
ECL impairment loss allowance (or reversal) is recognized during the period as income / expense in the statement of profit and loss.
Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis. Equity Instruments and Financial liabilities Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument. Financial liabilities Initial recognition & measurement
All Financial liabilities are recognised initially at fair value and in case of loan & borrowings and payable, net-off directly attributable transaction cost.
The Company''s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below
Financial liabilities at fair value through profit or loss [FVTPL]
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as
defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.
Loans and borrowings at amortised cost After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate [EIR] method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
Where the terms of a financial liability is re-negotiated and the Company issues equity instruments to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in the Statement of Profit and Loss; measured as a difference between the carrying amount of the financial liability and the fair value of equity instrument issued.
Financial guarantee contracts
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract -with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. An embedded derivative causes some or all of the cash flows that
otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the Company does not separate embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss, unless designated as effective hedging instruments.
The Company reclassify all affected financial assets prospectively when, and only when Company changes its business model for managing financial assets but financial liability is not reclassified in any case.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Business combinations are accounted for using the acquisition accounting method as at the date of the acquisition, which is the date at which control is transferred to the Company. The consideration transferred in the acquisition and the identifiable assets acquired and liabilities assumed are recognised at fair values on their acquisition date. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. Transaction costs are expensed as incurred, other than those incurred in relation to the issue of debt or equity securities. Any contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration are recognised in the Statement of Profit and Loss.
Operating Segment
The Operating Segment is the level at which discrete financial information is available. The âChief Operating Decision Makerâ (CODM) allocates resources and assess performance at this level. The Company has identified the below operating segments:
1 Construction
2 Cement
3. Hotel / Hospitality & Golf Course
4. Real Estate
5. Power
6. Investments Exceptional items
An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and disclosed as such in the financial statements.
Critical accounting estimates, assumptions and judgments
Areas involving a higher degree of judgment or complexity, and items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed are given here under. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.
(i) Carrying value of exposure in subsidiary and associate companies
Equity investments in subsidiaries and associates are carried at cost. At each balance sheet date, the management assesses the indicators of impairment of such equity investments. This requires assessment of several external and internal factor which may affect the carrying value of equity investments in subsidiaries and associates. Similar assessment is carried for exposure of the nature of investment in preference shares, loans and other receivables from subsidiaries and associates. A degree of judgement is required in establishing recoverable amount. Judgements include considerations of inputs such as expected earnings in future years, liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of these investments.
(ii) Evaluation of indicator of impairment of assets
The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of assets.
(iii) Net realisable value of inventory and Inventory write down The determination of net realisable value of inventory involves estimates based on prevailing market conditions, current prices and expected date of commencement and completion of the Real Estate project, the estimated future selling price, cost to complete projects, selling cost and other factors.
(iv) Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilised.
(v) Probable outcome of matters included under Contingent Liabilities
At each balance sheet date basis the management
judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However the actual future outcome may be different from this judgment.
(vi) Estimation of Defined benefit obligation
Management''s estimate of the defined benefit obligation is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Valuation in these assumptions may significantly impact the defined benefit obligation amount and the annual defined benefit expenses.
(vii) Estimated useful life of PPE and intangible assets
Useful lives of tangible and intangible assets are based on the life prescribed in Schedule II of the Act. In cases, where the useful lives are different from that prescribed in Schedule II of the Act, they are based on internal technical evaluation. Assumptions are also made, when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised. The estimation of residual value of assets is based on management''s judgment about the condition of such asset at the point of sale of asset.
(viii) Fair value measurement of financial instruments
Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participates would price the instrument.
(ix) Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgment is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Company''s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Company reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
(x) Contract estimates
The Company, being a part of construction industry, prepares estimates in respect of each project to compute project profitability. The two major components of contract estimate are âclaims arising during construction period'' (described below) and âestimated costs to complete the contract''. While estimating these components various assumptions are considered by the management such as (i) Work execution in the manner expected so that the project is completed timely (ii) consumption patterns
(iii) Assets utilisation (iv) wastage at normal level (v) no change in design and the geological factors will be same as communicated and (vi) price escalations etc. Due to such complexities involved in the estimate process, contract estimates are highly sensitive to changes in these assumptions.
(xi) Recoverability of claims
The Company has claims in respect of cost over-run arising due to client caused delays, suspension of projects, deviation in design and change in scope of work etc., which are at various stages of negotiation / discussion with the clients or under arbitration. The realisability of these claims are estimated based on contractual terms, historical experience with similar claims. Changes in facts of the case or the legal framework may impact realisability of these claims. The Company assesses the carrying value of various claims periodically and makes adjustments for amount arising from the legal/ arbitration proceedings/ negotiation with the clients that they may be involved in from time to time. Interest on claims being awarded on favourable arbitration / legal proceedings is recognised as interest income that reflects the consideration the Company has received or expects to receive.
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
Recent Accounting Developments
Ministry of Corporate Affairs (âMCAâ) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Group.
[e] Outstanding Term Loans specified as Core Area project loan included at Note no. 13.3 [a] 1 above along with BG facility (devolved) of '' 10000 Lakhs by Punjab & Sind Bank at Note No.13.14 below together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-passu on all immovable and movable fixed assets pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all the current assets including receivables pertaining to the aforesaid sports infrastructure project.
[f] Loans given by Lenders are further secured by exclusive security given to specific Lenders. Details of exclusive security as per Master Restructuring Agreement/ Specific agreement is given below:
(i) State Bank of India
(1) First Charge over 3.78 acres of Commercial Land situated at Sector - 128, Noida, (carrying value '' 3,373 lakhs)
(2) First charge ranking Pari passu over 37.763 hectare Land Situated in Chindwara, M.P, and assets related to
Mandla (North) Coal Mine (carrying value '' 2,433 lakhs) for term loan and Bank Guarantee Facility given for Mandla (North) Coal Block by State Bank of India.
(ii) ICICI Bank Limited
(1) First charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future.
(2) pledge of 7,50,000 11% Cumulative Preference Shares of Himalyan Expressway Limited held by the Company.
(3) pledge of 1,02,12,000 12% Cumulative Preference Shares of Jaypee Agra Vikas Limited held by the Company.
(iii) Standard Chartered Bank
(1) First charge over 30.33 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 19,866 lakhs).
(iv) Asset Care & Reconstruction Enterprise Limited (assigned by Yes Bank Limited)
(1) First charge over 2.5 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 1,638 lakhs).
(v) The Karur Vysya Bank Limited
(1) First charge over 2.53 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 1,657 lakhs).
(vi) The South Indian Bank Limited
(1) First charge over 6.19 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 4,054 lakhs).
[g] Term Loans sanctioned by SREI Equipment Finance Limited together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements stated at Note no 13.3 [a] 6 above is secured by Subservient Charge on current assets of the company excluding Real Estate Division. Term Loans sanctioned by SREI Equipment Finance Limited stated at Note no 13.3 [a] 7 above together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of exclusive charge over certain Equipments of the Company.
[h] Loans stated at Note No.13.3 [a] 10 above includes loans to be transferred to Jaypee Infrastructure Development Limited (JIDL) as per the scheme of arrangement between the company and JIDL filed with Hon''ble National Company Law Tribunal, Allahabad and sanction of the scheme is awaited. It also includes loans which has been considered to be settled against the identified real estate inventory of the company.
[i] âOutstanding amount of Term Loans included in Note No. 13.3 [a] 10 above (excluding loans to be settled against the identified inventory of the Company), non convertible debentures at Note No.13.2 [a] and 13.5 [b] below which are proposed to be transferred as part of SDZ Real Estate undertaking are to be secured by way of 1st pari-passu charge on identified land of Non-Core Area and Project Assets situated at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh being part of SDZ Real Estate undertaking to be transferred as specified in the Scheme of Arrangement between JAL and JIDL filed with Hon''ble National Company Law Tribunal, Allahabad (sanction of Scheme is awaited from Hon''ble NCLT), save and except exclusive security over certain assets created in favour of specific lenders are given below:
(i) Canara Bank
(1) First charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 16,380 lakhs).
(ii) State Bank of India
(1) First charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 14,546 lakhs).
(2) First charge over 57.13 acres of Residential Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 37,420 lakhs).
(iii) IFCI Limited
(1) First charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 3,589 lakhs).
(iv) United Bank of India (merged with Punjab National Bank)
(1) First charge over 13.00 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 8,515 lakhs).
(v) Allahabad Bank (merged with Indian Bank)
(1) First charge over 8.70 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 5,699 lakhs).
[j] Land admeasuring 588.42 acres of the Company (forming part of Non-Core Area ) at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 385,415 lakhs) and all assets of the company being part of SDZ real estate undertaking proposed to be transferred to JIDL as per Scheme of arrangement between the Company and JIDL. The charge on this land shall be vacated and new charge in JIDL shall be created in accordance with the Note No.13.3(i) above.
[k] (i) Interest rate applicable on loans stated at Note No.13.3 [a] 1, 13.3 [a] 2, 13.3 [a] 8 and 13.3 [a] 9 is sanctioned at
9.50% per annum with annual reset clause linked with 1 year MCLR of the respective lenders.
(ii) Interest rate applicable on loans stated at Note No.13.3 [a] 3 is 11% per annum as per revised terms sanctioned and is linked with corporate prime lending rate (CPLR) of the lender.
(iii) Interest rate applicable on loans stated at Note No.13.3 [a] 4 & 13.3 [a] 5 is 9.50% per annum.
(iv) Interest rate applicable on loans stated at Note No.13.3 [a] 6 and 13.3 [a] 7 is 13% per annum, linked with benchmark rate of the lender.
(v) Interest rate applicable on loans stated at Note No.13.3 [a] 10 is simple 9.50% per annum.
[l] Security includes security created / yet to be created / to be modified in accordance with the scheme of Restructuring/ Reorganization/Realignment of debt and other agreement with the Lenders.
[m] Outstanding amount of long term debts from Banks, Financial Institutions and Non Banking Financial Institutions included in current maturities of long term debts as at 31.03.2024 includes principal overdues amounting to '' 120,858 Lakhs. Interest accrued and due on borrowings amounting to '' 220,763 Lakhs as at 31.03.2024, both principal and interest overdues pertain to the FY 2018-19, FY 2019-20, FY 2020-21, FY 2021-22, FY 2022-23 & FY 2023-24.
[n] Loan outstanding as on Balance sheet date are after considering loans which are partly / fully paid before their respective due dates.
â13.4â Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.13[II]A are given as under :
[a] The Company has issued Foreign Currency Convertible Bonds [FCCB-2017] comprising of 110400, 5.75% Series A Convertible Bonds due September 2021 of USD 350 each aggregating to USD 38.640 Million and 110400, 4.76% Series B Non Convertible Bonds due September 2020 of USD 740 each aggregating to USD 81.696 Million at par on 28.11.2017. These Bonds were issued in exchange of outstanding existing Bonds. Series A Bonds [FCCB-2017] are convertible into equity shares of '' 2/- each fully paid at the conversion price of '' 27 per share, subject to the terms of issue, with a fixed rate of exchange of '' 64 equal to USD 1.00 at any time on or after 28.11.2018 and prior to the close of business on 23.09.2021. Unless converted, the Series A Bonds are repayable in 4 equal quarterly instalments commencing from 31.12.2020 till 30.09.2021. Series B Bonds are repayable in structured quarterly instalments from 31.03.2018 till 30.09.2020.
As at 31.03.2024, 83715 Series A Bonds aggregating to USD 29.30 Million and 110400 Series B Bonds aggregating to USD 46.040 Million are outstanding [Previous year, 83715 Series A Bonds aggregating to USD 29.30 Million and 110400 Series B Bonds aggregating to USD 46.040 Million are outstanding].
[b] Outstanding amount of Foreign Currency Convertible Bonds included in current maturities of long term debts as at 31.03.2024 includes principal overdues amounting to USD 75.340 Million [equivalent to '' 63,120 Lakhs]. Interest amounting to '' 6308 Lakhs for the FY 2023-24 (Previous Year '' 7314 Lakhs) and cumulative till 31.03.2024, '' 31155 Lakhs has not been provided on outstanding Foreign Currency Convertible Bonds (FCCBs). The above is in view of the ongoing discussions with the Bondholders for settlement/ conversion of the outstanding FCCBs into equity and waiver of interest. On conclusion of the negotiations, interest, if any, payable would be treated as expenses in the subsequent periods. Principal overdues pertain to the FY 2018-19, FY 2019-20, FY 2020-21 & FY 2021-22.
* is part of overall Scheme of Restructuring/ Reorganisation/ Realignment of debt and shall be dealt in accordance with the Scheme.
[b] The Outstanding includes '' 2,064 Lakhs proposed to be transferred to JIDL.
[c] The Outstanding includes '' 53 Lakhs is to be paid on completion of condition precedent as mentioned in 13.3 [d] above.
â13.6â The Company accepted Fixed Deposit till 31.03.2014 under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years. The Company has repaid all its outstanding Fixed Deposits and interest thereon in terms of the acceptance thereof, within the extension of time granted by the Hon''ble National Company Law Tribunal, Allahabad regularizing all such payments vide its Order dated 23.10.2017. No amount is outstanding as at 31.03.2024 and any unclaimed amount towards public deposits has since been transferred to Investor Education and Protection Fund.
Certain cheques/ warrants etc. issued by the company towards repayment of deposit to the depositors, are yet not presented in Bank by the Depositors.
â13.7â Deferred payment of Land is the amount payable to Yamuna Expressway Industrial Development Authority [YEIDA] by way of half yearly instalments for the land admeasuring 1085.3327 hectares [Inclusive of 99.9320 hectares for Village Development and Abadi Extension] allotted to the Company. Lease Deeds in respect of 965.7390 hectares have been executed and lease deeds for the balance 19.6617 hectares are yet to be executed, whereas land about 14.5993 hectares remains to be allotted. Current maturities of long term debts includes principal overdue '' 66,537 Lakhs payable to authority pertains to FY 2018-19, FY 2019-20, FY 2020-21, FY 2021-22, FY 2022-23 & FY 2023-24. Interest accrued and due on borrowings includes interest overdues '' 34,087 Lakhs payable to the Authority pertains to FY 2020-21, FY 2021-22 FY 2022-23 & FY 2023-24.
Yamuna Expressway Industrial Development Authority (YEIDA) vide its communication dated 12th February 2020 has conveyed its action relating to cancellation of the Land admeasuring 1085 Hectare (Core/Non-core area) located at Special Development Zone (SDZ), Sector -25, Sports City, Greater Noida allotted to the Company interalia, on account of alleged non-payment of dues for which an agreement for deferment of instalments had already been arrived at between the parties.
The Company challenged the above order before Hon''ble Allahabad High Court. Hon''ble Allahabad High Court granted status quo & instructed company to deposit '' 100 Crores in its order dated 25th Feb 2020. The company complied with the order inspite of the pandemic related hardships.
Hon''ble High Court vide its Order dated 29.09.2022 directed Company to further deposit ''100 crores within a month with YEIDA as upfront money for YEIDA considering the proposal of the Company. The Company has complied with the direction of Hon''ble High Court. Further, Hon''ble High Court vide its Order dated 09.11.2022 directed YEIDA to consider the proposal / revised proposal (if any) made by the Company. YEIDA has since filed compliance affidavit communicating the decison of its Board on the Company''s proposal. The Company had filed its response to the proposal as filed by YEIDA. As on date, the matter was lastly listed on 09.05.2024. Next date of hearing is 22.05.2024.
In view of the petition filed by the Company and/or settlement of pending dues by offering proportionate Land, the carrying value of the Land and other Assets i.e. Race Track, Buildings etc is continued to be shown as an Asset of the
â13.10â Lenders have assigned outstanding loan along with underlying securities as per the following:
1. Yes Bank Limited & Karnataka Bank Limited has assigned outstanding loan to Asset Care & Reconstruction Enterprise Limited
2. L& T Infrastructure Finance Company Limited has assigned outstanding loan to Asset Reconstruction Company India Ltd.
â13.11â The outstanding amount of Non-Convertible Debentures (NCDs) including interest accrued thereon is secured to the extent of 56 percent on the basis of the existing security created on the certain Assets of the company by way of equitable mortgage, registered mortgage & hypothecation. However, as per the CRRP duly approved by the lenders including Debenture holders, the outstanding NCDs forming part of Bucket 2b loans referred in Note No.38 to be converted into RTL, are to be transferred to SPV and the outstanding amount of subject NCDs to the extent of principal amount is fully secured based on the value of stipulated certain assets of the SPV to be charged on pari-passu basis in accordance with the Scheme of Arrangement for transfer of Bucket 2[b] loans along with identified assets was duly approved by the Stock Exchanges, Shareholders, Creditors and other Regulators, currently pending sanction by Hon''ble NCLT.
[B] CURRENT BORROWINGS â13.12â Working Capital Loans:
The Working Capital facilities [Fund based - '' 15000 Lakhs and Non Fund based - '' 358000 Lakhs] sanctioned/ assessed as per Restructuring plan by the Consortium of 15 member Banks with ICICI Bank Limited, as Lead, are secured by way of first charge ranking pari passu on Current Assets of the Company except Real Estate Division and Sports Division i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and second Charge ranking pari-pasu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division, except assets specifically charged to Lenders/Project Authorities [both present and future] of the Company. Bank Guarantee Limit of State Bank of India amounting to '' 8550 Lakhs is additionally secured by mortgage over Land property bearing Pocket No. B-12 admeasuring 10500 Sq Mtr of total covered area of all proposed building (FAR) and total area of all building admeasuring 2421.662 Sq mtr situated at Jaypee Greens, Gr Noida (carrying value '' 446 lakhs).
Interest rate applicable on working capital loans is sanctioned at 9.50% per annum linked with 1 year MCLR of the respective lenders.
â13.13â There are reconciliation items in cash credit accounts with banks aggregating '' 24,814 lakhs. These are mainly on account of interest rate charged by some working capital lenders which is not in accordance with rate agreed as per restructuring scheme sanctioned by lenders and other reasons.
Yamuna Expressway Industrial Development Authority [YEIDA] has invoked Bank Guarantee (BG) of '' 10000 Lakhs, issued by Punjab & Sind Bank during the financial year 19-20 . The BG Facility was secured alongwith Loan facility specified at Note No.13.3 [e] above. Amount outstanding as at 31.03.2024 is '' 10000 Lakhs. The same is over due
Performance obligation is satisfied at a point in time when the control of the goods is transferred to the customer, generally on delivery of the goods. The amounts receivable from customers become due after expiry of credit period / as per agreement terms.
The performance obligation in case of sale of undeveloped plots is satisfied once possession is handed over and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation in case of sale of developed plots is satisfied as per agreed terms in each agreement to sell/ sub lease and offer of possession and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation in case of constructed properties is satisfied upon providing "Offer for possession" or execution of sub lease deed / sale deed and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation is satisfied once the electricity has been delivered to the customer. The amounts are billed on a monthly basis and are payable within contractually agreed credit period.
The Company recognises revenue from construction contracts over time, using an input method to measure progress towards complete satisfaction of the service, as the customer simultaneously receives and consumes the benefits provided by the Company. The customer makes the payment for contracted price as per the agreement terms.
Hotel and Hospitality Revenue
The performance obligation is satisfied when the services are rendered i.e. on room stay / sale of fo
Mar 31, 2023
â2.1â Addition in Plant & Equipment includes '' Nil Lakhs [Previous year '' Nil Lakhs] on account of exchange difference during the year.
â2.2â Building includes '' 750/- [Previous year '' 750/-] for cost of shares in Co-operative Societies.
â2.3â Property, Plant & Equipment to the extent of ''11,08,881 Lakhs (Gross Value including CWIP) (Previous Year ''11,29,998 Lakhs) and '' 5,67,829 Lakhs (Net Value) (Previous Year '' 5,99,444 Lakhs) are given as security for availing financial assistance from lenders. Details of exclusive security may be referred from Note No.13.
â2.4â For Disclosure of contractual commitments for the acquisition of Property, Plant & Equipment refer Note No.33.
â2.5â Adjustable receipts against Contracts includes advances received against hypothecation of certain plant and equipments having gross value of '' 13067 Lakhs (Previous Year '' 9951 Lakhs) and Net Value of '' 10736 Lakhs (Previous Year '' 8161 Lakhs).
â2.6â Leasehold Land represents land taken under finance lease/perpetual lease. Property, Plant & Equipment other than lease hold land does not includes any assets taken or given on finance lease.
â2.7â Borrowing cost capitalised during the year is Nil [Previous year Nil]
â2.8â For Disclosure of lease assets refer Note No.61
â2.9â The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company, except some immovable assets in the name of amalgamated/merged entities are disclosed below: _
â3.1â The Trusts at Sl.No.[IV] are holding shares of 18,93,16,882 Equity Shares [Previous Year 18,93,16,882] of '' 2/- of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. The Market Value of Shares held in Trusts is '' 13158 Lakhs [Previous Year ''15713 Lakhs]
â3.2â As at 31st March 2023, management has considered that the losses suffered by Jaypee Agra Vikas Limited, subsidiary company and the erosion of its net worth indicate an impairment in the carrying value of the investment. Accordingly, the management has carried out an impairment assessment and has estimated a provision of ''1451 lakhs in subsidiary company as a diminution in the carrying value of its investment
As at 31st March 2022, management has considered that the losses suffered by Jaypee Agra Vikas Limited, subsidiary company and RPJ Minerals Limited, associates company and the erosion of its net worth indicate an impairment in the carrying value of the investment. Accordingly, the management has carried out an impairment assessment and has estimated a provision of ''1278 lakhs in subsidiary company and ''309 lakhs in associates company as a diminution in the carrying value of its investment.
The carrying value of exposure in group companies are determined by the Company on evaluation of their financial statements. The Company uses judgment to select from variety of methods and make assumptions which are mainly based on conditions existing at the end of each reporting period.
â3.3â Hon''ble Supreme Court vide its Order date 24.03.2021 exercising its powers under Article 142 of the Constitution of India directed IRP of Jaypee Infratech Limited to complete the CIRP in accordance with the Code and allowed IRP to invite modified/ fresh resolution plans from Suraksha Realty and NBCC respectively. Principal Bench, NCLT vide its Order dated 07.03.2023 has approved the plan of M/s Suraksha Realty alongwith Lakshdeep Investments and Finance Private Limited. YEIDA, Income Tax, Shri Manoj Gaur [in capacity of personal guarantor for loan obtained by Jaypee Infratech Limited] and JAL has appealed against the Order of Principal Bench, NCLT dated 07.03.2023. The matter is still pending adjudication. Details may be referred in Note No. 44.
â3.4â Yes Bank Limited has invoked pledge/ non disposal undertaking of 28,09,66,000 Equity shares of BJCL held by the Company and assigned in favour of Assets Care & Reconstruction Enterprise Limited (ACRE) vide Assignment Agreement dated 26th September, 2018. Details may be referred in Note No. 40.
â3.5â Yes Bank Limited vide Deed of Assignment dated 27th December, 2017 has invoked pledge of 50,000 Equity shares of YETL held by the Company and assigned in favour of Suraksha Asset Reconstruction Private Ltd (SARPL). Details may be referred in Note No. 41.
â3.6â The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
â3.7â On 27th May 2022, 43,50,000 equity shares of '' 10/- each of Jaypee Fertilizers & Industries Limited [JFIL] have been allotted to the Company in consideration of conversion of 43,50,000 10% compulsory convertible preference shares into equity shares. The converted equity shares rank pari-passu with the existing equity shares of JFIL.
â3.8â 25,00,000 11% Cumulative Redeemable Preference shares of ''100/- each aggregating to '' 2500 lakhs allotted by
Himalyan Expressway Limited on 05.12.2012, redeemable on expiry of ten years from the date of allotment, as consented by the Company vide letter dated 12.11.2022, has been extended for 2 years i.e. upto 04.12.2024 on 18.11.2022 on the same terms and conditions.
â3.9â 1,02,12,000 12% Non Cumulative Redeemable Preference shares of '' 100/- each aggregating to '' 10212 lakhs allotted by
Jaypee Agra Vikas Limited on 28.03.2013, redeemable on expiry of ten years from the date of allotment, in terms of Board Resolution dated 12.11.2022 of the Company, has been extended for 5 years i.e. upto 27.03.2028 on the same terms and conditions
â3.10â 15,00,000 12% Non Cumulative Redeemable Preference shares of '' 100/- each aggregating to '' 1500 lakhs allotted by Himalyaputra Aviation Limited on 23.03.2013, redeemable on expiry of ten years from the date of allotment, in terms of Board Resolution dated 12.11.2022 of the Company, has been extended for 5 years i.e. upto 22.03.2028 on the same terms and conditions.
â3.11â 2,93,64,000 12% Non Cumulative Redeemable Preference shares of '' 100/- each aggregating to '' 29364 lakhs allotted by Jaypee Ganga Infrastructure Corporation Limited on 25.03.2013, redeemable on expiry of ten years from the date of allotment, as consented by the Company vide letter dated 15.02.2023, has been extended for 5 years i.e. upto 24.03.2028 on 10.03.2023 on the same terms and conditions.
â3.12â Market value of quoted investment in equity shares of Jaypee Infratech Limited has been considered '' Nil as the trading in equity shares of Jaypee Infratech Limited have been suspended w.e.f. 08 March 2023, pursuant to approval of the resolution plan by Hon''ble NCLT Principal Bench New Delhi.
â3.13â Madhya Pradesh State Mining Corporation Ltd. (MPSMCL), the holding company of MP Jaypee Coal Fields Limited [MPJCFL] informed that Madhya Pradesh State Mining Department has given approval to initiate process for voluntary winding up of MPJCFL. MPJCFL in the EGM held on 06.02.2023 has appointed Liquidator for voluntary winding up of the MPJCFL, associate Company.
â5.1â The Company has provided interest free unsecured loan during F.Y 2011-12 of ''17800 lakhs (''11331 lakhs as on 31st March, 2023 valued at amortised cost) as sub ordinated debt in compliance of loan agreement between ICICI Bank Ltd. and wholly owned subsidiary company, Himalyan Expressway Ltd. (HEL). The loan given to HEL is repayable to the company after the repayment of loan facility provided by bank to HEL.
â5.2â Loan to subsidiary company''s maximum balance during the year is '' 11331 lakhs [Previous Year ''10117 lakhs].
â5.3â There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and their related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are:
(a) repayable on demand; or ; (b) without specifying any terms or period of repayment
â6.1â Term Deposits with Banks with Maturity more than twelve months [non current] includes '' 9929 Lakhs [Previous Year '' 7242 Lakhs] pledged as Guarantees / Margin Money / under lien with Banks, Government Departments and Others.
â6.2â Unbilled Revenue represents revenue recognised based on input method over and above the amount due from the customers as per the agreed payment schedule.
â6.3â Non-Current Security deposit include security deposit of '' 60 lakhs [Previous Year '' 60 lakhs] given to private limited company in which director of the Company is also a director.
[b] Outstanding Term Loans and Non Convertible Secured Debentures as stated in Note No 13.2[a], 13.3 [a] 1, 13.3 [a] 2 and
13.3 [a] 8 above excluding Core Area Project Loan together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-passu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division, except assets specifically charged to Lenders/Project authorities [both present and future] of the Company.
In addition to the above, the outstanding Term Loans specified as Shahabad Project Loan and are included in Note no.
13.3 [a] 1 above are further secured by first charge ranking pari-passu among Shahabad Project Lenders over movable and immovable fixed assets of Shahabad cement plant [both present and future] situated at Shahabad & Bankur Village, Gulbarga District, Karnataka of Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company.
[c] Outstanding Term Loans specified as term loans (existing), Funded Interest Term Loan & Working Capital Term Loans (excluding loan specified as Shahabad Project Loan and Core area project loan) included in Note no. 13.3 [a] 1, 13.3 [a] 2 and 13.3 [a] 8 above together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are also secured by way of Second Charge ranking pari-passu over movable and immovable fixed assets of Shahabad cement plant [both present and future] situated at Shahabad & Bankur Village, Gulbarga District, Karnataka of Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company.
[d] Outstanding Term Loans specified as Hold Back Loans stated at Note no. 13.3 [a] 9 above & 13.5 [c] below together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by First Charge ranking pari-passu over movable and immovable fixed assets of Jaypee Super Cement Plant of the company [both present and future] situated at Uttar Pradesh. The Loan was to be repaid on redemption of âSeries A Redeemable Preference Sharesâ aggregating '' 1000 Crores post transfer of Jaypee Super Plant to Ultratech Cement Limited (UTCL), the transfer of which was subject to the satisfaction of conditions precedent as mentioned in the sanctioned scheme between the company and UTCL for transfer of identified Cement Plants. However, UTCL''s failed to redeem âSeries A Redeemable Preference Sharesâ within the permissible time that expired on 28th June 2022. In event of conditions precedent could not be complied with, Hold Back Loans is repayable over the next 15 years through equal quarterly instalments, commencing from 30th September 2022.
[e] Outstanding Term Loans specified as Core Area project loan included at Note no. 13.3 [a] 1 above along with BG facility (devolved) of '' 10000 Lakhs by Punjab & Sind Bank at Note No.13.15 below together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-passu on all immovable and movable fixed assets pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all the current assets including receivables pertaining to the aforesaid sports infrastructure project.
[f] Loans given by Lenders are further secured by exclusive security given to specific Lenders. Details of exclusive security as per Master Restructuring Agreement/ Specific agreement is given below:
(i) State Bank of India
(1) First Charge over 3.78 acres of Commercial Land situated at Sector - 128, Noida, (carrying value '' 3,341 lakhs)
(2) First charge ranking Pari passu over 37.763 hectare Land Situated in Chindwara, M.P, and assets related to
Mandla (North) Coal Mine (carrying value '' 2,433 lakhs) for term loan and Bank Guarantee Facility given for Mandla (North) Coal Block by State Bank of India.
(ii) ICICI Bank Limited
(1) First charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future.
(2) pledge of 18,93,16,882 equity shares of the Company held in various Trusts, Company being the sole beneficiary of the trusts.
(3) pledge of 7,50,000 11% Cumulative Preference Shares of Himalyan Expressway Limited held by the Company.
(4) pledge of 1,02,12,000 12% Cumulative Preference Shares of Jaypee Agra Vikas Limited held by the Company.
(iii) Standard Chartered Bank
(1) First charge ranking pari passu by way of equitable mortgage by deposit of title deed over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh (carrying value '' 25,141 lakhs).
(2) First charge ranking pari passu by way of equitable mortgage over commercial land admeasuring 17.6892 acres situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida, Uttar Pradesh (carrying value '' 39,844 lakhs). The Company has entered into an âAgreement to Sellâ with Jaypee Infratech Limited on 15.12.2009 for purchase of 17.6892 acres of commercial land and entire sale consideration has been paid.
(3) Pledge of 9,41,25,000 Equity Share of Jaypee Cement Corporation Limited, held by the Company.
(4) First charge over 30.33 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 19,805 lakhs).
(iv) Asset Care & Reconstruction Enterprise Limited (assigned by Yes Bank Limited)
(1) First charge over 2.5 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 7,601 lakhs).
(v) The Karur Vysya Bank Limited
(1) First charge over 2.53 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 1,652 lakhs).
(vi) The South Indian Bank Limited
(1) First charge over 6.19 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 4,042 lakhs).
[g] Term Loan sanctioned by HDFC Limited stated at Note No.13.3 [a] 3 above is secured against first & exclusive charge by way of Registered Mortgage over (a) Leasehold property admeasuring project land of 14.20 acres at Jaypee Greens which is part and parcel of 452.26 acres of the integrated Township Jaypee Greens Greater Noida, U.P alongwith construction thereon both present and future (carrying value '' 578 lakhs) (b) Leasehold property admeasuring 38.20 acres at Noida, U.P designated for the construction of Kalyspo Court 1-10 (B-1), Kalyspo Court 11,12,14,15,16 (B-3), Imperial Court 1-3 (B-2) Pelican (PD-1 & PD-2) in the integrated Township in the name and style of Wish Town, Noida, U.P (carrying value '' 3,043 lakhs). The said land is registered in the name of Jaypee Infratech Limited and entire sale consideration has been paid by the Company to Jaypee Infratech Limited, (c) First Charge on Project Land/FAR of 97,530 Sq. feet of Town Centre Residential in Jaypee Greens, Greater Noida with construction thereon, present and future (carrying value '' 1 lakh) and (d) charge on entire sale proceeds / receivables accruing from sold and unsold area of projects referred in (a), (b) ,(c) .
Pursuant to enforcement action and subsequent realisation from sale of the part of the Secured Asset(s), the Lender has revised the terms of repayment of the balance Loan. Interest on residuary amount shall be payable at the rate of 11% per annum linked to CPLR.
[h] Term Loans sanctioned by SREI Equipment Finance Limited together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements stated at Note no
13.3 [a] 6 above is secured by Subservient Charge on current assets of the company excluding Real Estate Division. Term Loans sanctioned by SREI Equipment Finance Limited stated at Note no 13.3 [a] 7 above together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of exclusive charge over certain Equipments of the Company.
[i] Loans stated at Note No.13.3 [a] 10 above includes loans to be transferred to Jaypee Infrastructure Development Limited (JIDL) as per the scheme of arrangement between the company and JIDL filed with Hon''ble National Company Law Tribunal, Allahabad and sanction of the scheme is awaited. It also includes loans which has been considered to be settled against the identified real estate inventory of the company.
[j] Outstanding amount of Term Loans included in Note No. 13.3 [a] 10 above (excluding loans to be settled against the identified inventory of the Company), non convertible debentures at Note No.13.2 [a] and 13.5 [b] below which are proposed to be transferred as part of SDZ Real Estate undertaking are to be secured by way of 1st pari-passu charge on identified land of Non-Core Area and Project Assets situated at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh being part of SDZ Real Estate undertaking to be transferred as specified in the Scheme of Arrangement between JAL and JIDL filed with Hon''ble National Company Law Tribunal, Allahabad (sanction of Scheme is awaited from Hon''ble NCLT), save and except exclusive security over certain assets created in favour of specific lenders are given below:
(i) Canara Bank
(1) First charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 16,330 lakhs).
(ii) State Bank of India
(1) First charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 14,502 lakhs).
(2) First charge over 57.13 acres of Residential Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 37,306 lakhs).
(iii) IFCI Limited
(1) First charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 3,578 lakhs).
(iv) United Bank of India (merged with Punjab National Bank)
(1) First charge over 13.00 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 8,489 lakhs).
(v) Allahabad Bank (merged with Indian Bank)
(1) First charge over 8.70 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 5,681 lakhs).
[k] Land admeasuring 588.42 acres of the Company (forming part of Non-Core Area ) at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh (carrying value '' 384,238 lakhs) and all assets of the company being part of SDZ real estate undertaking proposed to be transferred to JIDL as per Scheme of arrangement between the Company and JIDL. The charge on this land shall be vacated and new charge in JIDL shall be created in accordance with the Note No.13.3(j) above.
[l] (i) Interest rate applicable on loans stated at Note No.13.3 [a] 1, 13.3 [a] 2, 13.3 [a] 8 and 13.3 [a] 9 is sanctioned at
9.50% per annum with annual reset clause linked with 1 year MCLR of the respective lenders.
(ii) Interest rate applicable on loans stated at Note No.13.3 [a] 3 is 11% per annum as per revised terms sanctioned and is linked with corporate prime lending rate (CPLR) of the lender.
(iii) Interest rate applicable on loans stated at Note No.13.3 [a] 4 & 13.3 [a] 5 is 9.50% per annum.
(iv) Interest rate applicable on loans stated at Note No.13.3 [a] 6 and 13.3 [a] 7 is 13% per annum, linked with benchmark rate of the lender.
(v) Interest rate applicable on loans stated at Note No.13.3 [a] 10 is simple 9.50% per annum.
[m] Security includes security created / yet to be created / to be modified in accordance with the scheme of Restructuring/ Reorganization/Realignment of debt and other agreement with the Lenders.
[n] Outstanding amount of long term debts from Banks, Financial Institutions and Non Banking Financial Institutions included in current maturities of long term debts as at 31.03.2023 includes principal overdues amounting to '' 1,02,661 Lakhs. Interest accrued and due on borrowings amounting to '' 179,105 Lakhs as at 31.03.2023, both principal and interest overdues pertain to the F.Y 2018-19, FY 2019-20, FY 2020-21, FY 2021-22 & FY 2022-23.
[o] Loan outstanding as on Balance sheet date are after considering loans which are partly / fully paid before their respective due dates.
â13.4â Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.13[II]A are given as under :
[a] The Company has issued Foreign Currency Convertible Bonds [FCCB-2017] comprising of 110400, 5.75% Series A Convertible Bonds due September 2021 of USD 350 each aggregating to USD 38.640 Million and 110400, 4.76% Series B Non Convertible Bonds due September 2020 of USD 740 each aggregating to 81.696 Million at par on 28.11.2017. These Bonds were issued in exchange of outstanding existing Bonds. Series A Bonds [FCCB-2017] are convertible into equity shares of '' 2/- each fully paid at the conversion price of '' 27 per share, subject to the terms of issue, with a fixed rate of exchange of '' 64 equal to USD 1.00 at any time on or after 28.11.2018 and prior to the close of business on 23.09.2021. Unless converted, the Series A Bonds are repayable in 4 equal quarterly instalments commencing from 31.12.2020 till 30.09.2021. Series B Bonds are repayable in structured quarterly instalments from 31.03.2018 till 30.09.2020.
As at 31.03.2023, 83715 Series A Bonds aggregating to USD 29.30 Million and 110400 Series B Bonds aggregating to USD 46.040 Million are outstanding [Previous year, 83715 Series A Bonds aggregating to USD 29.30 Million and 110400 Series B Bonds aggregating to USD 46.040 Million are outstanding].
During the previous Financial year, FCCBs aggregating to USD 4.370 Million were converted into 1,03,57,925 Equity Shares of '' 2/- each at a conversion price of '' 27 per share.
[b] Outstanding amount of Foreign Currency Convertible Bonds included in current maturities of long term debts as at 31.03.2023 includes principal overdues amounting to USD 75.340 Million [equivalent to '' 62,209 Lakhs]. Interest amounting to INR 7314 Lakhs for the current year has not been provided on outstanding Foreign Currency Convertible Bonds (FCCBs). Further, interest provided on FCCBs till 31.03.2022 aggregating '' 17533 Lakhs has been written back as Exceptional item during current year. The above is in view of the ongoing discussions with the Bondholders for settlement/ conversion of the outstanding FCCBs into equity and waiver of interest. On conclusion of the negotiations, interest, if any, payable would be treated as expenses in the subsequent periods. Principal overdues pertain to the FY 2018-19, FY 2019-20, FY 2020-21, FY 2021-22 & FY 2022-23.
â13.6â The Company accepted Fixed Deposit till 31.03.2014 under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years. The Company has repaid all its outstanding Fixed Deposits and interest thereon in terms of the acceptance thereof, within the extension of time granted by the Hon''ble National Company Law Tribunal, Allahabad regularizing all such payments vide its Order dated 23.10.2017 except for only 2 FDs aggregating approx. '' 2 lacs (including interest) which could not be repaid due to various reasons including Prohibitory Orders from various Government Agencies, unavailability of particulars of depositor/their complete addresses, etc. The amount payable on such FDs has been deposited in a separate Bank Account and the same shall also be repaid in due course in terms of the aforesaid Order of Hon''ble National Company Law Tribunal.
Certain cheques/ warrants etc. issued by the company towards repayment of deposit to the depositors, are yet not presented in Bank by the Depositors.
â13.7â Deferred payment of Land is the amount payable to Yamuna Expressway Industrial Development Authority [YEIDA] by way of half yearly instalments for the land admeasuring 1085.3327 hectares [Inclusive of 99.9320 hectares for Village Development and Abadi Extension] allotted to the Company. Lease Deeds in respect of 965.7390 hectares have been executed and lease deeds for the balance 19.6617 hectares are yet to be executed, whereas land about 14.5993 hectares remains to be allotted. Current maturities of long term debts includes principal overdue '' 55,333 Lakhs payable to authority pertains to FY 2018-19, FY 2019-20, FY 2020-21, FY 2021-22 and FY 2022-23. Interest accrued and due on borrowings includes interest overdues '' 21,204 Lakhs payable to the Authority pertains to FY 2020-21, FY 2021-22 & FY 2022-23.
Yamuna Expressway Industrial Development Authority (YEIDA) vide its communication dated 12th February 2020 has conveyed its action relating to cancellation of the Land admeasuring 1085 Hectare (Core/Non-core area) located at Special Development Zone (SDZ), Sector -25, Sports City, Greater Noida allotted to the Company interalia, on account of alleged non-payment of dues for which an agreement for deferment of instalments had already been arrived at between the parties.
The Company challenged the above order before Hon''ble Allahabad High Court. Hon''ble Allahabad High Court granted status quo & instructed company to deposit '' 100 Crores in its order dated 25th Feb 2020. The company complied with the order inspite of the pandemic related hardships.
Hon''ble High Court vide its Order dated 29.09.2022 directed Company to further deposit ''100 crores within a month with YEIDA as upfront money for YEIDA considering the proposal of the Company. The Company has complied with the direction of Hon''ble High Court. Further, Hon''ble High Court vide its Order dated 09.11.2022 directed YEIDA to consider the proposal / revised proposal (if any) made by the Company. YEIDA has since filed compliance affidavit communicating the decison of its Board on the Company''s proposal. The Company had filed its response to the proposal as filed by YEIDA. As on date, the matter is pending for adjudication.
In view of the petition filed by the Company and/or settlement of pending dues by offering proportionate Land, the carrying value of the Land and other Assets i.e. Race Track, Buildings etc is continued to be shown as an Asset of the Company and balance amount payable as liability.
â13.8â Rupee Term Loan sanctioned amounting '' 88907 Lakhs from State Bank of India outstanding of which is included in Note No 13.3 [a] 1 and interest accrued thereon along with interest accrued on ECB (now converted in to Rupee Term Loan) from State Bank of India Overseas Branch has been secured by way of Corporate Guarantee of Jaiprakash Power Ventures Ltd. [JPVL], an Associate Company.
â13.10â Lenders have assigned outstanding loan along with underlying securities as per the following:
1. Yes Bank Limited & Karnataka Bank Limited has assigned outstanding loan to Asset Care & Reconstruction Enterprise Limited
2. L& T Infrastructure Finance Company limited has assigned outstanding loan to Asset Reconstruction Company India Ltd.
â13.11â The outstanding amount of Non-Convertible Debentures (NCDs) including interest accrued thereon is secured to the extent of 57 percent on the basis of the existing security created on the certain Assets of the company by way of equitable mortgage, registered mortgage & hypothecation. However, as per the CRRP duly approved by the lenders including Debenture holders, the outstanding NCDs forming part of Bucket 2b loans referred in Note No.38 to be converted into RTL, are to be transferred to SPV and the outstanding amount of subject NCDs to the extent of principal amount is fully
secured based on the value of stipulated certain assets of the SPV to be charged on pari-passu basis in accordance with the Scheme of Arrangement for transfer of Bucket 2[b] loans along with identified assets was duly approved by the Stock Exchanges, Shareholders, Creditors and other Regulators, currently pending sanction by Hon''ble NCLT.
[B] CURRENT BORROWINGS â13.12â Secured Term Loans from Banks:
Short Term Loan given by Standard Chartered Bank is secured by way of first charge ranking pari passu by way of registered mortgage over land admeasuring 17.6892 acres situated at Village Wazidpur, Noida, Uttar Pradesh as mentioned in Note No.13.3 [f] (iii) (2) above and charge on land parcel admeasuring 11.610 acres situated at Jaypee Sports City near F1 stadium , SDZ , Sector 25, Gautam Budh Nagar being part of land referred to in Note No.13.3 [f] (iii) (4) above .
â13.13â Working Capital Loans:
The Working Capital facilities [Fund based - '' 15000 Lakhs and Non Fund based - '' 358000 Lakhs] sanctioned/ assessed as per Restructuring plan by the Consortium of 15 member Banks with ICICI Bank Limited, as Lead, are secured by way of first charge ranking pari passu on Current Assets of the Company except Real Estate Division and Sports Division i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and second Charge ranking pari-pasu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division, except assets specifically charged to Lenders/Project Authorities [both present and future] of the Company. Bank Guarantee Limit of State Bank of India amounting to '' 8550 Lakhs is additionally secured by mortgage over Land property bearing Pocket No. B-12 admeasuring 10500 Sq Mtr of total covered area of all proposed building (FAR) and total area of all building admeasuring 2421.662 Sq mtr situated at Jaypee Greens, Gr Noida.
Interest rate applicable on working capital loans is sanctioned at 9.50% per annum linked with 1 year MCLR of the respective lenders.
â13.14â There are reconciliation items in cash credit accounts with banks aggregating '' 20,155 lakhs. These are mainly on account of interest rate charged by some working capital lenders which is not in accordance with rate agreed as per restructuring scheme sanctioned by lenders and other reasons.
â13.15â Bank Guarantee Devolvement
Yamuna Expressway Industrial Development Authority [YEIDA] has invoked Bank Guarantee (BG) of ''10000 Lakhs, issued by Punjab & Sind Bank during the financial year 19-20 . The BG Facility was secured alongwith Loan facillity specified at Note No.13.3 [e] above. Amount outstanding as at 31.03.2022 is '' 10000 Lakhs. The same is over due since FY 19-20 and interest overdue is '' 6638 Lakhs pertaining to FY 2019-20, FY 2020-21, FY 2021-22 & FY 2022-23.
â20.1â Details of assets and liabilities of disposal group classified as held for sale are on account of the following:
â20.1.1â The Company has executed definitive agreements with Dalmia Cement (Bharat) Limited for divestment of the
Cement, Clinker and Power Plants. The consummation of the transaction is subject to certain conditions precedent, receipt of the requisite statutory approvals and necessary compliances including the approvals from the lenders/ JV partner of Company and regulatory authorities. Details may be referred in Note No. 54.
â20.1.2â The Scheme of Arrangement for transfer of its cement business comprising identified cement plants has been consummated on 29th June 2017 and with effect from the appointed date the business in its entirety is transferred to and vested in or be deemed to have been transferred to and vested in the transferee company on a going concern basis except Jaypee Super Plant located at Dalla, Distt. Sonebhadra U.P, the vesting of which was subject to the
conditions precedent. The matter is currently under Arbitration. Detail may be referred in Note No. 53.
â20.1.3â The Lenders of the Company in their Joint Lenders forum (JLF) meeting held on 22nd June, 2017 have approved restructuring/ realignment/ reorganisation of debt of the Company. As a part of restructuring/ reorganisation / realignment of the debt of the Company, the Scheme of Demerger of the Undertaking (SDZ -RE) comprising identified moveable and immoveable assets and liabilities to be transferred to and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis is pending for sanction with NCLT Allahabad. Detail may be referred in Note No. 54.
Nature, timing of satisfaction of performance obligations and significant payment terms Cement Sales
Performance obligation is satisfied at a point in time when the control of the goods is transferred to the customer, generally on delivery of the goods. The amounts receivable from customers become due after expiry of credit period / as per agreement terms.
The performance obligation in case of sale of undeveloped plots is satisfied once possession is handed over and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation in case of sale of developed plots is satisfied as per agreed terms in each agreement to sell/ sub lease and offer of possession and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation in case of constructed properties is satisfied upon providing "Offer for possession" or execution of sub lease deed / sale deed and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
Power Revenue
The performance obligation is satisfied once the electricity has been delivered to the customer. The amounts are billed on a monthly basis and are payable within contractually agreed credit period.
The Company recognises revenue from construction contracts over time, using an input method to measure progress towards complete satisfaction of the service, as the customer simultaneously receives and consumes the benefits provided by the Company. The customer makes the payment for contracted price as per the agreement terms.
Hotel and Hospitality Revenue
The performance obligation is satisfied when the services are rendered i.e. on room stay / sale of food and beverage / provision of banquet services etc.. It also includes membership fee received.
The performance obligation is satisfied over time by delivering the promised services as per contractual agreed terms as the customers simultaneously receive and consume the benefits provided by the Company. The amounts are billed on a monthly basis and are payable within contractually agreed credit period
The contract assets include unbilled revenue and unbilled work in progress that is the gross unbilled amount expected to be collected from customers for contract work performed till date.
The contract liabilities include the adjustable receipts against contracts received from customers for construction and interest payable thereon if any, amount received in excess of progress billings over the revenue recognised for the contract work performed till date, advances received from customers, adjustable maintenance security deposits received from real estate customers and advance membership fees as deferred income.
Unsatisfied performance obligations
Aggregate amount of the estimated transaction price allocated to the performance obligations that are unsatisfied / partially unsatisfied as of 31 March, 2023 are '' 680402 Lakhs and '' 218348 Lakhs for construction contracts and real estate services respectively. Management expects that about 43% [approx.] of the transaction price allocated to the unsatisfied performance obligations of construction contracts and 38% [approx.] of transaction price allocated to the unsatisfied performance obligation of real estate services will be recognised as revenue during the next reporting period. The remaining unsatisfied performance obligation will be recognised within next 2 to 5 years. The Company is applying practical expedient for unsatisfied performance obligation having original expected duration of one year or less.
Assets recognised from Costs incurred to obtain a contract with customer
The Company recognises incremental costs of obtaining a contract with a customer as an asset except in case where the amortisation period of the asset is one year or less. The Company amortises the same in consonance with the concept of matching cost and revenue.
â31.1â Exceptional Item for the financial year includes:
(i) Outstanding Written back interest provided till 31.03.2022 on foreign currency convertible bonds aggregating '' 17533 Lakhs.
(ii) Write off of ''18815 Lakhs receivables from Andhra Cement Limited (Associate company) due to implementation of resolution plan approved by Hon''ble NCLT, Amravati.
(iii) Provision of receivables of '' 6467 lakhs from MP Jaypee Coal Limited (MPJCL) (Associate company) has been provided for based on amount of compensation sanctioned by nominated authority to MPJCL pertaining to coal block cancelled during F.Y 2014-15.
(iv) Provision for diminution in value of non-current investements '' 1451 Lakhs.
(v) Provision on receivables amounting to '' 12304 Lakhs relating to Mandla North Coal Block reallotted by Ministry of Coal during FY 2022-23 post Order by Hon''ble High Court at Allahabad.
â31.2â Exceptional Item for the previous financial year includes:
Provision for diminution in value of non-current investements '' 1587 Lakhs and receivables '' 219 Lakhs.
|
'' Lakhs |
|||
|
As at |
As at |
||
|
31st March, 2023 |
31st March, 2022 |
||
|
NOTE No.â32â Contingent Liability not provided for in respect of: |
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|
[a] |
Claims against the Company / Disputed Liability [excluding Income Tax] not acknowledged as debts |
225,236 |
221,052 |
|
The above includes VAT/Sales Tax matter under Appeal to the extent of ''29042 Lakhs [Previous Year '' 29684 Lakhs], Excise Tax matter under Appeal to the extent of '' 27377 Lakhs [Previous Year '' 27338 Lakhs], Entry Tax matter under Appeal to the extent of '' 39407 Lakhs [Previous Year ''33920 Lakhs], Service Tax matter under Appeal to the extent of ''974 Lakhs [Previous Year '' 1861 Lakhs], Custom Duty matter under appeal to the extent of '' 8094 Lakhs [Previous Year '' 9290 Lakhs], U.P Entertainment Tax matter under appeal to the extent of '' 4573 Lakhs [Previous Year '' 4423 Lakhs], Stamp Duty matter under appeal to the extent of '' 5888 Lakhs [Previous Year '' 8729 Lakhs], Rural Infrastructure Tax matter under appeal to the extent of ''4950 Lakhs [Previous Year '' 4872 Lakhs], Electricity Duty /Cess/others matter under appeal to the extent of '' 31919 Lakhs [Previous Year '' 31109 Lakhs], Tax on Himachal Pradesh Taxation (On certain Goods Carried by Road) Act, 1999 matter under appeal to the extent of '' 25277 Lakhs [Previous Year '' 25277 Lakhs] and GST matter under appeal to the extent of '' 13879 Lakhs [Previous Year ''1419 Lakhs].. Amount deposited under Protest / under lien |
81,991 |
81,662 |
|
|
Bank Guarantee deposited under Protest [included in (b) below] |
20,012 |
20,712 |
|
|
[b] |
Outstanding amount of Bank Guarantees |
203,524 |
222,226 |
|
Margin Money deposited against the above |
9,425 |
9,552 |
|
|
The Company has got issued bank guarantees amounting '' 12937 lakhs [Previous Year ''13341 Lakhs] by foreign banks in foreign currency on the basis of counter bank guarantee issued by Indian banks in favour of respective foreign banks. |
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|
Bank Guarantee includes Guarantee amounting to '' 8845 Lakhs [Previous Year '' 10251 Lakhs] given to Banks and Others on behalf of Subsidiaries/Joint Ventures/Associates. |
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|
[c] |
Income Tax Matters under Appeal [i] The Income Tax Assessments of the Company have been completed |
24,491 |
17,290 |
|
upto Assessment Year 2018-19 for which the department has raised certain demands. Based on the decision of the Appellate authorities and the interpretation of relevant tax provisions, the Company understand that the additions/ demands made in the assessments are likely to be deleted or substantially reduced. |
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|
[ii] Demand towards TDS liability under Income Tax Act, 1961 |
3 |
3 |
|
|
[d] |
[i] The Competition Commission of India (CCI) vide its Order dated |
132,360 |
132,360 |
|
31st August, 2016 held various cement manufacturers liable for alleged contravention of certain provisions of the Competition Act, 2002 during F.Y 2009-10 & 2010-11 and interalia imposed a penalty of ''132360 lakhs on the Company. The Company had filed an Appeal against the said Order which was heard on various dates by Hon''ble National Company Law Appellate Tribunal (NCLAT). NCLAT vide its Order dated 25th July 2018 has rejected the appeals of all the cement manufacturers including that of the Company without interfering in the penalty, though, if calculated on the basis of profits earned by the Cement business, the same would have been '' 23770 lakhs only as against the penalty of ''132360 lakhs calculated on the profits for all business segments of the Company. The Company & other affected cement manufacturers filed appeal against the Order of NCLAT before Hon''ble Supreme Court which has since been admitted with the directions that the interim Order passed earlier by NCLAT in the matter will continue in the meantime. The Company''s request for rectification of Demand Notice was declined by CCI and the Company has filed a review application before Hon''ble NCLAT against the said rejection by CCI which matter is still pending. |
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|
'' Lakhs |
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|
As at |
As at |
||
|
31st March, 2023 |
31st March, 2022 |
||
|
Amount deposited under Protest / under lien for granting stay |
2,880 |
2,714 |
|
|
[ii] The Competition Commission of India vide its other order dated |
3,802 |
3,802 |
|
|
19th January, 2017 held various cement manufacturers liable for alleged contravention of certain provisions of the Competition Act, 2002 in the State of Haryana during F.Y 2012-13 to FY 2014-15 and interalia imposed a penalty of '' 3802 lakhs on the Company based on criteria of average turnover of the Company as a whole as against the ârelevant turnover'' of âCement Division''. The Company had filed an appeal against the said Order before NCLAT which has stayed the operation of impugned order and matter is pending.. |
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|
[e] |
The Competition Commission of India vide its other order dated 9th August, 2019 held the Company liable for alleged contravention of certain provisions of the Competition Act, 2002 with regard to its Real Estate Business in the State of Uttar Pradesh during FY 2009-10 to FY 2011-12 and imposed a penalty of '' 1382 lakhs on the Company based on the criteria of the relevant turnover of the Company. The Company has gone in appeal against the said Order before NCLAT which has stayed the operation of impugned Order subject to deposit of 10% of the penalty amount. The matter is pending. |
1,382 |
1,382 |
|
Amount deposited for granting stay |
138 |
138 |
|
|
[f] |
The Hon''ble High Court of Himachal Pradesh, vide order dated 04.05.2012, imposed damages of '' 10000 Lakhs holding certain contraventions of the Water (Prevention & Control of Pollution) Act, 1974, Air (Prevention & Control of Pollution) Act, 1981 & Environment Impact Assessment Notification in respect of the Company''s Cement plant at Bagheri, Himachal Pradesh. The Company has filed Special Leave Petition before the Hon''ble Supreme Court against the said Order which is pending for disposal. As per directions of the Hon''ble Supreme Court an amount of '' 10000 lakhs has been deposited with the State Government which will remain with them and not to be disbursed during the pendency of the appeal. |
10,000 |
10,000 |
|
Amount deposited for granting stay |
10,000 |
10,000 |
|
|
[g] |
As per the terms of the Agreement with the home/plot buyers rebate on account of delay in offer of possession is given at the time of offer of possession of built up property / plots. There is uncertainty in respect of estimation of liability on account of rebate to customer net of interest etc. for likely delay in possession of Built up Units under construction / plots. |
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|
The Company is accordingly accounting for said rebate on the basis of rebate allowed to the buyers at the time of offer of possession. |
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|
[h] |
Certain home buyers have filed cases with National Consumer Redressal Commission, Real Estate Regulation Authority etc. for claiming delayed compensation, interest, other expenses etc. Liability may arise depending upon the outcome of the cases, however the same is currently not ascertainable. |
||
|
[i] |
The Company and Dalmia Cement (East) Ltd. were under dispute in relation to an agreement entered between the parties for supply of clinker by the Company to Dalmia Cement (East) Ltd. Arbitration Tribunal has awarded an award (by majority) in favour of Dalmia Cement (East) Limited. The Company has challenged the order of Arbitral Tribunal before the High Court of Delhi. The matter is pending. Refer Note No. 54 [I] (a) (i). |
42,985 |
|
|
[j] |
Liability may arise along with interest & penalty as may be applicable [currently unascertainable] on contingent liability as stated in [a] to [i] above. |
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|
NOTE No.â33â Commitments: |
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|
[a] |
Estimated amount of Contracts remaining to be executed on capital account and not provided for (net of advances) |
1,063 |
4,607 |
|
NOTE No.â |
â34â |
||||
|
[a] |
Disclosure pursuant to section 186 of the Companies Act 2013; |
'' Lakhs |
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|
S. |
Nature of transaction (loan given/ |
Purpose for which the loan/ |
Amount Outstanding |
||
|
No. |
investments made/ guarantee given/security provided) |
guarantee/ security is proposed to be utilised by the recipient |
As at 31st March, 2023 |
As at 31st March, 2022 |
|
|
A |
Loans given: |
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|
[i] |
Himalyan Expressway Limited |
Funding of original project cost. Refer Note No. 5 |
11,331 |
10,117 |
|
|
B |
Corporate Guarantees given: |
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|
[i] |
MP Jaypee Coal Limited * |
Corporate Guarantees given for financial Assistance granted by Lenders |
3,050 |
2,713 |
|
|
[ii] |
Jaypee Cement Corporation Limited* |
Corporate Guarantees given for financial Assistance granted by Lenders |
46,019 |
43,308 |
|
|
[iii] |
Jaypee Infratech Limited** |
Corporate Guarantees given for financial Assistance granted by Lenders |
34,362 |
32,137 |
|
|
* Corporate Guarantee given has since been invoked, however the same has not been considered as liability in the books. |
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|
** Refer Note No. 44 |
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The Company has entered into an development agreement with Jaypee Infra Ventures Private Limited in FY 07-08. The Company has made a provision for cost of development of Land of '' 76334 lakhs for built up area to be transferred to Jaypee Infra Ventures Private Limited in terms of the agreement.
NOTE No. â38â
The Comprehensive Re-organization and Restructuring Plan (CRRP) for the Company and Jaypee Cement Corporation Limited was duly approved by the Joint Lenders'' Forum on 22nd June, 2017, based on the recommendations of the Independent Evaluation Committee (IEC) appointed by the
Reserve Bank of India envisaging bifurcation of the entire debt of the Company into two parts - âSustainable Debt'' and âOther Debt''. The entire outstanding debt has been put in three buckets making provisions for settlement/ continuation of each category of debt as under:
[i] Bucket 1 Debt of ''1168900 lakhs which is part of the âother debt'' was to be discharged against the sale of identified Cement Plants of the Company and its Wholly owned Subsidiary to UltraTech Cement Limited. The transaction of the said sale stands consummated and Bucket 1 Debt stands settled in July, 2017.
[ii] Bucket 2a Debt of '' 636700 lakhs, being âsustainable debt'' will continue as debt of the Company for which Master Restructuring Agreement (MRA) dated 31st October, 2017 has been executed by the concerned 32 Lenders. The terms of the MRA are being complied including creation of security in favour of Lenders.
[iii] Bucket 2b Debt of '' 1183355 lakhs ('' 1359000 lakhs original amount as reduced by '' 254355 lakhs settled through direct Debt Assets Swap), which is part of âOther Debt'' is to be transferred to a Special Purpose Vehicle (SPV) namely Jaypee Infrastructure Development Limited (wholly owned subsidiary of the company) alongwith identified land of the Company. The Scheme of Demerger of the Undertaking (SDZ -RE) comprising identified moveable and immoveable assets and liabilities to be transferred to and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis is pending for sanction with NCLT Allahabad. The Scheme is duly approved by the Stock Exchanges, Shareholders, Creditors, other Regulators.
Thus, the CRRP has not only been duly finalized and agreed upon with the Lenders but also implemented, as aforesaid, well within the time recommended by the Independent Advisory Committee as per Press Release dated 13th June, 2017.
The Company has reworked the finance cost in accordance with the Lenders approved debt restructuring /realignment/ reorganisation scheme in FY 2017-18 and thereafter providing interest accordingly. The Company has provided interest expenses on the debt portion that will remain with the company in accordance with the restructuring Scheme approved and Master Re-structuring Agreement (MRA) etc. signed with the Lenders. Interest aggregating to '' 106307 lakhs for the FY 202223 ('' 616200 lakhs till 31.03.23) on debt portion which will be transferred to Real Estate SPV namely âJaypee Infrastructure Development Limited (JIDL) on Order by Hon''ble National Company Law Tribunal (NCLT), Allahabad with appointed date of 01st July, 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of SDZ Real Estate Undertaking [SDZ-RE], since the same has to be serviced from the assets/ development of Assets of SDZ-RE.
NOTE No. â39â
[a] ICICI Bank Limited on the directions of the RBI has filed a petition with Hon''ble NCLT, Allahaba
Mar 31, 2021
Outstanding Term Loans and Non Convertible Secured Debentures as stated in Note No 13.2[a], 13.3 [a] 1, 13.3 [a] 2 and 13.3 [a] 8 above excluding Core Area Project Loan together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-passu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division [both present and future] of the Company and on land admeasuring 166.96 acres situated at village Tappal, Kansera & Jahengarh, Aligarh, Uttar Pradesh and land admeasuring 167.23 acres situated at village Chagan and Chhalesar, Agra, Uttar Pradesh both land belonging to Jaypee Infratech Limited (JIL), a subsidiary of the Company. Subsequent to Order dated 26th February, 2020 and 18th August, 2020 by Hon''ble Supreme Court the Land belonging to JIL mortgaged to the Lenders is to be reverted back to JIL (Refer Note No.13.10)
In addition to the above, the outstanding Term Loans specified as Shahabad Project Loan and are included in Note no. 13.3 [a] 1 above are further secured by first charge ranking pari-passu among Shahabad Project Lenders over movable and immovable fixed assets of Shahabad cement plant [both present and future] situated at Shahabad & Bankur Village, Gulbarga District, Karnataka of Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company.
Outstanding Term Loans specified as term loans (existing), Funded Interest Term Loan & Working Capital Term Loans (excluding loan specified as Shahabad Project Loan and Core area project loan) included in Note no. 13.3 [a] 1, 13.3
[a] 2 and 13.3 [a] 8 above together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are also secured by way of Second Charge ranking pari-passu over movable and immovable fixed assets of Shahabad cement plant [both present and future] situated at Shahabad & Bankur Village, Gulbarga District, Karnataka of Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company.
Outstanding Term Loans specified as Hold Back Loans stated at Note no. 13.3 [a] 9 above & 13.5 [c] below together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by First Charge ranking pari-passu over movable and immovable fixed assets of Jaypee Super Cement Plant of the company [both present and future] situated at Uttar
Pradesh. The Loan shall be repaid post transfer of Jaypee Super Plant to Ultratech Cement Limited (UTCL), the transfer of which is subject to the satisfaction of conditions precedent as mentioned in the sanctioned scheme between the company and UTCL for transfer of identified Cement Plants. In event of conditions precedent could not be complied with, within stipulated period (5 years completing on 28th June 2022 or longer period as may be agreed between the parties) or conditions are not waived by UTCL then the loan shall be repaid over the next 15 years through equal quarterly instalments, commencing from 30th September 2022.
[e] Outstanding Term Loans specified as Core Area project loan included at Note no. 13.3 [a] 1 above along with BG facility (devolved) of ''10000 Lakhs by Punjab & Sind Bank together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-passu on all immovable and movable fixed assets pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all the current assets including receivables pertaining to the aforesaid sports infrastructure project.
[f] Loans given by Lenders are further secured by exclusive security given to specific Lenders. Details of exclusive security as per Master Restructuring Agreement/ Specific agreement is given below:
(1) First charge on 90 acres of land situated at Agra belonging to Jaypee Infratech Limited subsidiary of the Company. Subsequent to Order dated 26th February, 2020 and 18th August, 2020 by Hon''ble Supreme Court the said Land mortgaged to the Bank is to be reverted back to JIL (Refer Note No.13.10)
(2) First Charge on 2.56 acres of Hotel & Commercial Land in Village - Wazidpur, Sector-129, Noida and First Charge over 3.78 acres of Commercial Land situated at Sector - 128, Noida, The Company has entered into an âAgreement to Sellâ with Jaypee Infratech Limited and entire sale consideration for the said land has been paid.
(3) Pari passu charge over 37.763 hectare Land Situated in Chindwara, M.P, and assets related to Mandla (North) Coal Mine.
(1) First charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil-Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future.
(2) First charge over land admeasuring 9.8077 acres situated at Village Aurangpur, U.P, 148.3662 acres situated at Village Jaganpur, Afjalpur, UP 151.006 acres situated at village Jirkpur, Tehsil Khair dist. Aligarh, UP all belonging to Jaypee Infratech Limited. Subsequent to Order dated 26th February 2020 by Hon''ble Supreme Court the said Land mortgaged to the Bank is to be reverted back to JIL (Refer Note No.13.10)
(3) pledge of 18,93,16,882 equity shares of the Company held in various Trusts, Company being the sole beneficiary of the trusts.
(4) pledge of 7,50,000 11% Cumulative Preference Shares of Himalyan Expressway Limited held by the Company.
(5) pledge of 1,02,12,000 12% Cumulative Preference Shares of Jaypee Agra Vikas Limited held by the Company.
(1) First charge ranking pari passu by way of equitable mortgage by deposit of title deed over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh.
(2) First charge ranking pari passu by way of equitable mortgage over land of Jaypee Infratech Ltd. admeasuring 42.6932 acres (residential 25.0040 acres and commercial 17.6892 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida, Uttar Pradesh. Out of the said 42.6932 acres of land, the Company has entered into an âAgreement to Sellâ with Jaypee Infratech Limited on 15.12.2009 for purchase of 17.6892 acres of commercial land and entire sale consideration has been paid. Subsequent to Order dated 26th February 2020 by Hon''ble Supreme Court the Land admeasuring 25.0040 acres belonging to JIL mortgaged to the Bank is to be reverted back to JIL (Refer Note No. 13.10)
(3) Pledge of 9,41,25,000 Equity Share of Jaypee Cement Corporation Limited, held by the Company.
(4) First charge over 30.33 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(iv) Asset Care & Reconstruction Enterprise Limited (assigned by Yes Bank Limited)
(1) First charge over 11.6395 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(v) The Karur Vysya Bank Limited
(1) First charge over 2.53 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(vi) The South Indian Bank Limited
(1) First charge over 6.19 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
[g] âTerm Loan sanctioned by HDFC Limited stated at Note No.13.3 [a] 3 above is secured against first & exclusive charge by way of Registered Mortgage over (a) Leasehold property admeasuring project land of 14.20 acres at Jaypee Greens which is part and parcel of 452.26 acres of the integrated Township Jaypee Greens Greater Noida, U.P alongwith construction thereon both present and future (b) Leasehold property admeasuring 38.20 acres at Noida, U.P designated for the construction of Kalyspo Court 1-10 (B-1), Kalyspo Court 11,12,14,15,16 (B-3), imperial Court 1-3 (B-2) Pelican (PD-1 & PD-2) in the integrated Township in the name and style of Wish Town, Noida, U.P The said land is registered in the name of Jaypee Infratech Limited and entire sale consideration has been paid by the Company to Jaypee Infratech Limited, (c) First Charge on Project Land/FAR of 97,530 Sq. feet of Town Centre Residential in Jaypee Greens, Greater Noida with construction thereon, present and future and (d) charge on entire sale proceeds / receivables accruing from sold and unsold area of projects referred in (a), (b) ,(c).
Pursuant to enforcement action and subsequent realisation from sale of the part of the Secured Asset(s), the Lender has revised the terms of repayment of the balance Loan. Interest on residuary amount shall be payable at the rate of 11% per annum linked to CPLR.
[h] Term Loans sanctioned by SREI Equipment Finance Limited together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements stated at Note no 13.3 [a] 6 above is secured by Subservient Charge on current assets of the company excluding Real Estate Division, extension of pledge of 551 Lakhs Equity shares of Jaiprakash Agri Initiatives Company Limited held by Jaypee Cement Corporation Limited. Term Loans sanctioned by SREI Equipment Finance Limited stated at Note no 13.3 [a] 7 above together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of exclusive charge over certain Equipments of the Company.
[i] Loans stated at Note No.13.3 [a] 10 above includes loans to be transferred to Jaypee Infrastructure Development Limited (JIDL) as per the scheme of arrangement between the company and JIDL filed with Hon''ble National Company Law Tribunal, Allahabad and sanction of the scheme is awaited. It also includes loans which has been considered to be settled against the identified real estate inventory of the company.
[j] âOutstanding amount of Term Loans included in Note No. 13.3 [a] 10 above (excluding loans to be settled against the identified inventory of the Company), non convertible debentures at Note No.13.2 [a] and 13.5 [b] which are proposed to be transferred as part of SDZ Real Estate undertaking are to be secured by way of 1st pari-passu charge on identified land of Non-Core Area and Project Assets situated at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh being part of SDZ Real Estate undertaking to be transferred as specified in the Scheme of Arrangement between JAL and JIDL filed with Hon''ble National Company Law Tribunal, Allahabad and sanction of Scheme is awaited save and except exclusive security over certain assets created in favour of specific lenders are given below:
(i) Canara Bank
(1) First charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(ii) State Bank of India
(1) First charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(2) First charge over 57.13 acres of Residential Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(iii) IFCI Limited
(1) First charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(iv) United Bank of India (merged with Punjab National Bank)
(1) First charge over 13.00 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(v) Allahabad Bank (merged with Indian Bank)
(1) First charge over 8.70 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
[k] Land admeasuring 588.42 acres of the Company (forming part of Non-Core Area ) at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh and all assets of the company being part of SDZ real estate undertaking proposed to be transferred to JIDL as per Scheme of arrangement between the Company and JIDL. The charge on this land shall be vacated and new charge in JIDL shall be created in accordance with the Note No.13.3(j) above.
[l] (i) Interest rate applicable on loans stated at Note No.13.3 [a] 1, 13.3 [a] 2, 13.3 [a] 8 and 13.3 [a] 9 is sanctioned at
9.50% per annum with annual reset clause linked with 1 year MCLR of the respective lenders.
â(ii) Interest rate applicable on loans stated at Note No.13.3 [a] 3 is 11% per annum as per revised terms sanctioned and is linked with corporate prime lending rate (CPLR) of the lender.
(iii) Interest rate applicable on loans stated at Note No.13.3 [a] 4 & 13.3 [a] 5 is 9.50% per annum.
(iv) Interest rate applicable on loans stated at Note No.13.3 [a] 6 and 13.3 [a] 7 is 13% per annum, linked with benchmark rate of the lender.
(v) Interest rate applicable on loans stated at Note No.13.3 [a] 10 is simple 9.50% per annum.
[m] Security includes security created / yet to be created / to be modified in accordance with the scheme of Restructuring/ Reorganization/Realignment of debt and other agreement with the Lenders.
[n] Outstanding amount of long term debts from Banks and Financial Institutions included in current maturities of long term debts [Refer Note No 15 - Other Current Financial Liabilities] as at 31.03.2021 includes principal overdues amounting to '' 55950 Lakhs. Interest accrued and due on borrowings amounting to '' 98813 Lakhs as at 31.03.2021, both principal and interest overdues pertain to the FY 2018-19, FY 2019-20 & FY 2020-21.
[o] Loan outstanding as on Balance sheet date are after considering loans which are partly / fully paid before their respective due dates.
â13.4â Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.13[II]A are given as under :
[a] The Company has issued Foreign Currency Convertible Bonds [FCCB-2017] comprising of 110400, 5.75% Series A Convertible Bonds due September 2021 of USD 350 each aggregating to USD 38.640 Million and 110400, 4.76% Series B Non Convertible Bonds due September 2020 of USD 740 each aggregating to 81.696 Million at par on 28.11.2017. These Bonds were issued in exchange of outstanding existing Bonds. Series A Bonds [FCCB-2017] are convertible into equity shares of '' 2/- each fully paid at the conversion price of '' 27 per share, subject to the terms of issue, with a fixed rate of exchange of '' 64 equal to USD 1.00 at any time on or after 28.11.2018 and prior to the close of business on 23.09.2021. As at 31.03.2021,96200 Series A Bonds aggregating to USD 33.670 Million and 110400 Series B Bonds aggregating to USD 46.040 Million are outstanding [Previous year, 110400 Series A Bonds aggregating to USD 38.64 Million and 110400 Series B Bonds aggregating to USD 46.040 Million are outstanding].
Unless converted, the Series A Bonds are repayable in 4 equal quarterly instalments commencing from 31.12.2020 till 30.09.2021. Series B Bonds are repayable in structured quarterly instalments from 31.03.2018 till 30.09.2020
[b] Outstanding amount of Foreign Currency Convertible Bonds included in current maturities of long term debts [Refer Note No 15 - Other Current Financial Liabilities] as at 31.03.2021 includes principal overdues amounting to USD 62.875 Million [equivalent to '' 46471 Lakhs]. Interest accrued and due on borrowings includes interest overdues amounting to USD 16.042 Million [equivalent to '' 11857 Lakhs]. Both principal and interest overdues pertain to the FY 2018-19, FY 2019-20 & FY 2020-21.
* is part of overall Scheme of Restructuring/ Reorganisation/ Realignment of debt and shall be dealt in accordance with the Scheme.
[b] The Outstanding includes '' 2,064 Lakhs proposed to be transferred to JIDL.
[c] The Outstanding includes '' 53 Lakhs is to be paid on completion of condition precedent as mentioned in 13.3 [d] above.
â13.6â The Company accepted Fixed Deposit till 31.03.2014 under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years. The Company has repaid all its outstanding Fixed Deposits and interest thereon in terms of the acceptance thereof, within the extension of time granted by the Hon''ble National Company Law Tribunal, Allahabad regularizing all such payments vide its Order dated 23.10.2017 except for only 9 FDs aggregating approx. '' 11 lacs (including interest) which could not be repaid due to various reasons including Prohibitory Orders from various Government Agencies, unavailability of particulars of depositor/their complete addresses, etc. The amount payable on such FDs has been deposited in a separate Bank Account and the same shall also be repaid in due course in terms of the aforesaid Order of Hon''ble National Company Law Tribunal.
Certain cheques/ warrants etc. issued by the company towards repayment of deposit to the depositors, are yet not presented in Bank by the Depositors.
â13.7â Deferred payment of Land is the amount payable to Yamuna Expressway Industrial Development Authority [YEIDA] by way of half yearly instalments for the land admeasuring 1085.3327 hectares [Inclusive of 99.9320 hectares for Village Development and Abadi Extension] allotted to the Company. Lease Deeds in respect of 965.7390 hectares have been executed and lease deeds for the balance 19.6617 hectares are yet to be executed, whereas land about 14.5993 hectares remains to be allotted. Current maturities of long term debts includes principal overdue '' 32924 Lakhs payable to authority pertains to FY 2018-19, FY 2019-20, and 2020-21. Interest accrued and due on borrowings includes interest overdues '' 8395 Lakhs payable to the Authority pertains to FY 2020-21.
Yamuna Expressway Industrial Development Authority (YEIDA) vide its communication dated 12th February 2020 has conveyed its action relating to cancellation of the Land admeasuring 1085 Hectare (Core/Non-core area) located at Special Development Zone (SDZ), Sector -25, Sports City, Greater Noida allotted to the Company interalia, on account of alleged non-payment of dues for which an agreement for deferment of instalments had already been arrived at between the parties.
Accordingly, the Company challenged the above order before Hon''ble Allahabad High Court as YEIDA had already deferred payment, till December 2023 (last instalment) & more than 90% of payment (including Interest) has already been made to YEIDA. High Court vide its order dated 25.02.2020 granted stay and directed Company to deposit '' 5000 lakhs by 10.03.2020 and another '' 5000 lakhs by 25.03.2020 failing which the interim protection granted by Hon''ble High Court shall stand vacated and YEIDA shall be free to proceed further. The Company could deposit '' 5500 lakhs before 31.03.2020 due to pandemic situation in the Country. Hon''ble Court vide its Order dated 08.02.2021 directed YEIDA to accept the balance of '' 5250 lakhs (including interest) and consider application of the Company for restructuring and re-computing the dues payable by the Company. The balance of '' 5250 lakhs has since been deposited with YEIDA. Further the Company has also filed its application to YEIDA for restructuring and re-computing the dues payable by the Company which is under consideration by YEIDA. The matter of restoration of lease deeds and restructuring/rescheduling of pending dues shall be taken up in the next Board Meeting of YEIDA . YEIDA Board meeting could not be held earlier because of prevailing pandemic situation in the Country.
âIn view of the petition filed by the Company and/or settlement of pending dues by offering proportionate Land, the carrying value of the Land and other Assets i.e. Race Track, Buildings etc is continued to be shown as an Asset of the Company and balance amount payable as liability."
âIn view of the petition filed by the Company and/or settlement of pending dues by offering proportionate Land, the carrying value of the Land and other Assets i.e. Race Track, Buildings etc is continued to be shown as an Asset of the Company and balance amount payable as a liability."
â13.8â Rupee Term Loan sanctioned amounting '' 88907 Lakhs from State Bank of India included in Note No 13.3 [a] 1 and interest accrued thereon along with interest accrued on ECB (now converted in to Rupee Term Loan) from State Bank of India Overseas Branch has been secured by way of Corporate Guarantee of Jaiprakash Power Ventures Ltd. [JPVL], _ an Associate Company.
â13.10â Hon''ble Supreme Court vide its Order dated 26th February, 2020 & 18th August, 2020, upheld the Order dated 16th May 2018 of Hon''ble NCLT and held that the transaction in respect of mortgage of land of Jaypee Infratech Limited (JIL) to secure the loans availed by the Company being the holding Company, to be preferential in nature and directed 758 acres of land to be reverted back to JIL. The Lenders are in process of releasing the charge created in respect of the said Land.
â13.11â Lenders have assigned outstanding loan along with underlying securities as per the following:
1. Yes Bank Limited & Karnataka Bank Limited has assigned outstanding loan to Asset Care & Reconstruction Enterprise Limited
2. L& T Infrastructure Finance Company limited has assigned outstanding loan to Asset Reconstruction Company India Ltd.
[B] CURRENT BORROWINGS â13.12â Secured Term Loans from Banks:
Short Term Loan given by Standard Chartered Bank is secured by way of first charge ranking pari passu by way of registered mortgage over land admeasuring 17.6892 acres situated at Village Wazidpur, Noida, Uttar Pradesh as mentioned in Note No.13.3 [f] (iii) (2) above and charge on land parcel admeasuring 11.610 acres situated at Jaypee Sports City near F1 stadium , SDZ , Sector 25, Gautam Budh Nagar being part of land referred to in Note No.13.3 [f] (iii)
(4) above.
â13.13â Working Capital Loans:
The Working Capital facilities [Fund based - '' 15000 Lakhs and Non Fund based - '' 358000 Lakhs] sanctioned/ assessed as per Restructuring plan by the Consortium of 15 member Banks with ICICI Bank Limited, as Lead, are secured by way of first charge ranking pari passu on Current Assets of the Company except Real Estate Division and Sports Division i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and second Charge ranking pari-pasu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division [both present and future] of the Company.
Interest rate applicable on working capital loans is sanctioned at 9.50% per annum linked with 1 year MCLR of the respective lenders.
â13.14â âThere are reconciliation items in cash credit accounts with banks aggregating '' 13310 lakhs. These are mainly on account of interest rate charged by some working capital lenders which is not in accordance with rate agreed as per restructuring scheme sanctioned by lenders and other reasons.â
â13.15â Bank Guarantee Devolvement
Yamuna Expressway Industrial Development Authority [YEIDA] has invoked Bank Guarantee of '' 10000 Lakhs. Issued by Punjab & Sind Bank during the financial year 19-20 . The BG Facility was secured alongwith Loan facillity specified at Note No.13.3 [e] above. Amount outstanding as at 31.03.2021 is '' 10000 Lakhs. The same is over due and interest overdue is '' 2640 Lakhs both pertaining to FY 2019-2020 & FY 2020-2021.
¦ j ââ â j â â ¦ . , _ w w â
The Scheme of Arrangement for transfer of its cement business has been consummated on 29th June 2017 and with effect from the appointed date the business in its entirety is transferred to and vested in or be deemed to have been transferred to and vested in the transferee company on a going concern basis except Jaypee Super Plant located at Dalla, Distt. Sonebhadra U.P, the vesting of which is subject to the conditions precedent. Detail may be referred in Note No. 50.
The Lenders of the Company in their Joint Lenders forum (JLF) meeting held on 22nd June, 2017 have approved restructuring/ realignment/ reorganisation of debt of the Company. As a part of restructuring/ reorganisation / realignment of the debt of the Company, the Scheme of Demerger of the Undertaking (SDZ -RE) comprising identified moveable and immoveable assets and liabilities to be transferred to and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis is pending for sanction with NCLT Allahabad.Detail may be referred in Note No. 52.
Performance obligation is satisfied at a point in time when the control of the goods is transferred to the customer, generally on delivery of the goods. The amounts receivable from customers become due after expiry of credit period / as per agreement terms.
The performance obligation in case of sale of undeveloped plots is satisfied once possession is handed over and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation in case of sale of developed plots is satisfied as per agreed terms in each agreement to sell/ sub lease and offer of possession and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation in case of constructed properties is satisfied upon providing âOffer for possessionâ or execution of sub lease deed / sale deed and all significant risks and rewards are vested in the customer. The customer makes the payment for contracted price as per the agreements terms.
The performance obligation is satisfied once the electricity has been delivered to the cutomer. The amounts are billed on a monthly basis and are payable within contractually agreed credit period.
The Company recognises revenue from construction contracts over time, using an input method to measure progress towards complete satisfaction of the service, as the customer simultaneously receives and consumes the benefits provided by the Company. The customer makes the payment for contracted price as per the agreement terms.
Hotel and Hospitality Revenue
The performance obligation is satisfied when the services are rendered i.e. on room stay / sale of food and beverage / provision of banquet services. It also includes membership fee received.
The performance obligaiton is satisfied over time by delivering the promised services as per contractual agreed terms as the customers simultaneously receive and consume the benefits provided by the Company. The amounts are billed on a monthly basis and are payable within contractually agreed credit period
Real Estate Facility Management Services
The performance obligaiton is satisfied over time by delivering the promised services as per contractual agreed terms as the customers simultaneously receive and consume the benefits provided by the Company. The amounts are billed on a monthly basis and are payable within contractually agreed payment terms.
of construction contracts and 16% of transaction price allocated to the unsatisfied performance obligation of real estate services will be recognised as revenue during the next reporting period. The remaining unsatisfied performance obligation will be recognised within next 2 to 5 years. The Company is applying practical expedient for unsatisfied performance obligation having original expected duration of one year or less.
Assets recognised from Costs incurred to obtain a contract with customer
The Company recognises incremental costs of obtaining a contract with a customer as an asset except in case where the amortisation period of the asset is one year or less. The Company amortises the same in consonance with the concept of matching cost and revenue.
The Company has entered into an development agreement with Jaypee Infra Ventures Private Limited in FY 07-08. The Company has made a provision for cost of development of Land of '' 76334 lakhs for built up area to be transferred to Jaypee Infra Ventures Private Limited in terms of the agreement.
The Comprehensive Re-organization and Restructuring Plan (CRRP) for the Company and Jaypee Cement Corporation Limited was duly approved by the Joint Lenders'' Forum on 22nd June, 2017, based on the recommendations of the Independent Evaluation Committee (IEC) appointed by the Reserve Bank of India envisaging bifurcation of the entire debt of the Company into two parts - âSustainable Debt'' and âOther Debt''. The entire outstanding debt has been put in three buckets making provisions for settlement/continuation of each category of debt as under:
[i] Bucket 1 Debt of '' 1168900 lakhs which is part of the âother debt'' was to be discharged against the sale of identified Cement Plants of the Company and its Wholly owned Subsidiary to UltraTech Cement Limited. The transaction of the said sale stands consummated and Bucket 1 Debt stands settled in July, 2017.
[ii] Bucket 2a Debt of '' 636700 lakhs, being âsustainable debt'' will continue as debt of the Company for which Master Restructuring Agreement (MRA) dated 31st October, 2017 has been executed by the concerned 32 Lenders. The terms of the MRA are being complied including creation of security in favour of Lenders.
[iii] Bucket 2b Debt of '' 1183355 lakhs (? 1359000 lakhs original amount as reduced by '' 254355 lakhs settled through direct Debt Assets Swap), which is part of âOther Debt'' is to be transferred to a Special Purpose Vehicle (SPV) namely Jaypee Infrastructure Development Limited (wholly owned subsidiary of the company) alongwith identified land of the Company. The Scheme of Demerger of the Undertaking (SDZ-RE) comprising identified moveable and immoveable assets and liabilities to be transferred to and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis is pending for sanction with NCLT Allahabad. The Scheme is duly approved by the Stock Exchanges, Shareholders, Creditors, other Regulators.
Thus, the CRRP has not only been duly finalized and agreed upon with the Lenders but also implemented, as aforesaid, well within the time recommended by the Independent Advisory Committee as per Press Release dated 13th June, 2017.
The Company has reworked the finance cost in accordance with the Lenders approved debt restructuring /realignment/ reorganisation scheme in FY 2017-18 and thereafter providing interest accordingly. The Company has provided interest expenses on the debt portion that will remain with the company in accordance with the restructuring Scheme
approved and Master Re-structuring Agreement (MRA) etc. signed with the Lenders. Interest aggregating to '' 106411 lakhs for the FY 2020-21 (? 403226 lakhs till 31.03.21) on debt portion which will be transferred to Real Estate SPV namely âJaypee Infrastructure Development Limited (JIDL) on Order by Hon''ble National Company Law Tribunal (NCLT), Allahabad with appointed date of 01st July, 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of SDZ Real Estate Undertaking [SDZ-RE], since the same has to be serviced from the assets/development of Assets of SDZ-RE.
ICICI Bank Limited on the directions of the RBI has filed an application with Hon''ble NCLT, Allahabad Bench under Section 7 of Insolvency & Bankruptcy Code, 2016 against the Company. The Company is contesting against the application appropriately.
Yes Bank Limited (YBL) had granted term loan facility of '' 46500 lakhs and '' 4500 lakhs to Jaypee Cement Corporation Limited (JCCL) (wholly owned subsidiary of the Company). YBL has assigned the outstanding loan, invoked Corporate Guarantee & shortfall undertaking in favour of Assets Care & Reconstruction Enterprise Limited (ACRE) along with the Security documents including invoked pledge/ non disposal undertaking of 28,09,66,000 Equity shares of BJCL shares held by Company vide Assignment Agreement dated 26th September, 2018. ACRE has informed about the transfer of the entire pledged/ NDU shares of BJCL in its name.
Since, YBL approved the CRRP and joined Master Restructuring Agreement through Deed of Accession dated 29th November 2017. Therefore, purported assignment of above facilities is not valid consequent to the approved CRRP by all lenders including YBL. The Company further communicated that there is no default of the Loan facilities in question and hence notice of invocation/ transfer of share is unwarranted. The Company has not taken cognizance of the purported assignment, invocation of pledge and transfer of shares in the name of ACRE and this fact has been communicated to YBL, ACRE and SAIL (JV Partner). The Company has filed case with Hon''ble Delhi High Court which is pending for adjudication. Since the matter is under litigation/disputed, accounting adjustments, if any, shall be carried out on settlement and management is of the opinion that it will not have material impact on financial statements.
Thus, the Company has maintained status quo ante of the shareholding in its books of accounts. Hence, the carrying value of above said equity shares of BJCL and 752 Equity shares held in the name of nominee shareholders continues to be included as part of Non-Current investments of the Company in the financial statements.
Yes Bank Limited (YBL) had granted term loan facility of '' 70000 lakhs and disbursed '' 60000 lakhs to Yamuna Expressway Tolling Limited (YETL). YBL vide Deed of Assignment dated 27th December, 2017 has assigned the outstanding amount
of above term loan in favour of Suraksha Asset Reconstruction Private Ltd (SARPL) along with the Security documents including pledge of 50000 Equity shares of '' 10/- each of YETL held by the Company (for 70% Equity shares pledge yet to be created). SARPL vide its letter dated 05.09.2018 has recalled the Loan and further vide its letter dated 12.09.2018 informed the invocation of the pledged shares of YETL.
Jaiprakash Associates Limited (JAL) vide its letter informed YBL and SARPL that they have no obligation to service or repay the debt and Company does not have copy of Deed of Assignment and as such not bound by the terms and conditions of Deed of Assignment. As on 31.03.2021 shares of YETL are in the name of the Company. Pending settlement with the Lender/ ARC, the Company continues to show the above investments as Non Current Investments.
Lender (ICICI Bank) of MP Jaypee Coal Limited (MPJPCL) has invoked the corporate guarantee given by the Company for financial assistance granted to MPJPCL and served a notice to the company to make payment of '' 2575 lakhs outstanding as on 31st August, 2018, '' 2536 lakhs outstanding as on 31.03.2021 (Previous Year '' 2289 lakhs). However the liability has not been considered in the books of accounts, as the Coal Block for which Mining Rights are held by MPJPCL is yet to be re-allotted by the Nominated Authority, Ministry of Coal & the cost of development incurred by MPJPCL is yet to be reimbursed by new bidder through Nominated Authority/ M P State Mining Corporation Limited to MPJPCL.
Lender (Yes Bank) of Jaypee Cement Corporation Limited (JCCL) has invoked the corporate guarantee & shortfall undertaking given by the Company for financial assistance being granted to JCCL and asked to make payment for '' 43836 lakhs and '' 2079 lakhs, amount outstanding as on 09.09.2018. However, the liability has not been considered in the books of accounts, as the financial assistance in question is part of approved Comprehensive Reorganization & Restructuring plan of JCCL and the Company. Outstanding as on 31.03.2021 in JCCL books is '' 40957 lakhs.
IDBI Bank Limited had filed a petition with Hon''ble National Company Law Tribunal [NCLT], Allahabad Bench [The Bench] under Section 7 of Insolvency and Bankruptcy Code, 2016 [IBC] in respect of Jaypee Infratech Limited [JIL] which was admitted vide Order dated 9th August, 2017 and Interim Resolution Professional [IRP] was appointed.
Some of the Homebuyers took the matter to Hon''ble Supreme Court, which was finally disposed off on 9th August, 2018 directing recommencement of Corporate Insolvency Resolution Process (CIRP) proceedings against JIL. During the course of the said proceedings, on the interim directions of Hon''ble Supreme Court a sum of '' 75000 Lakhs was deposited in the Supreme Court by JAL [the Holding Company of JIL]
which was to be used for payment to such homebuyers who had opted for refund through the portal created by the Amicus appointed by the Hon''ble Supreme Court. However, in view of the amendment in the IBC giving status of the Financial Creditor to the Homebuyers, following the discipline of IBC, Hon''ble Supreme Court held that the said amount cannot be used for the said purpose and directed the same to be transferred alongwith interest to NCLT, Allahabad with direction to abide by the order of NCLT.
On conclusion of the second round of CIRP as under taken under the directions of Hon''ble Supreme Court, the Principal Bench, NCLT, New Delhi had approved the Resolution Plan of NBCC (India) Limited [NBCC] with certain modifications on
03.03.2020. NBCC, the successful Resolution Applicant, had filed an appeal against the said order of NCLT approving the Resolution Plan with modifications, before Hon''ble NCLAT.
The Company [JAL] had also filed an appeal before Hon''ble NCLAT against the said NCLT Order dated 03.03.2020 holding the amount of '' 75000 lakhs deposited by JAL to form part of the Resolution Plan and also directing the payment of other amounts to JIL. The IRP Yes Bank Limited and groups of homebuyers etc had also filed appeals against the said Order of NCLT. Similarly a group of Shareholders of JIL had also filed an appeal against the said Order of NCLT claiming value for the shareholders based on the Net worth of JIL. Hon''ble NCLAT vide its interim order dated 22.04.2020 had issued notices to all the Respondents and also constituted an Interim Monitoring Committee (IMC) to remain in place till the disposal of the said appeal.
On being approached by a Group of Home buyers, Hon''ble Supreme Court vide its Order dated 06.08.2020 stayed the operation of the NCLAT Order dated 22.04.2020, transferred to itself all appeals pending before the NCLAT and also directed Resolution Professional to continue to manage the affairs of Jaypee Infratech Limited.
Hon''ble Supreme Court vide its Order date 24.03.2021 interalia held that the amount of '' 75000 lakhs and interest accrued thereupon, is the property of JAL and any amount is receivable by JIL and/ or its homebuyers from JAL shall be determined by NCLT after reconciliation of accounts of JIL & JAL in terms of the directions in the judgement. Accordingly the Company recognised interest income in its financial statements. Further the Court exercising its powers under Article 142 of the Constitution of India directed IRP to complete the CIRP within the extended time of 45 days from date of Order i.e. till 08th May, 2021 in accordance with the Code and allowed IRP to invite modified/ fresh resolution plans from Suraksha Realty and NBCC respectively, giving them time to submit the same within 2 weeks from the date of this judgement. IRP of JIL has filed an applications in Hon''ble Supreme Court for extension of time for completion of CIRP
Keeping in view Order by Hon''ble Supreme Court dated
24.03.2021, affairs of JIL being managed by IRP and further proceedings in the matter, financial statements of JIL have not been consolidated with those of the Company. Since the matter
is sub-judice and on attaining its finality, necessary effect of the outcome thereof shall be given in the Financial Statements interalia in respect of the Investments in JIL aggregating '' 84926 lakhs (? 8470 lakhs equity shares of '' 10/- each).
Hon''ble Supreme Court vide its Order dated 26th February,
2020, upheld the Order dated 16th May 2018 by NCLT and held that the transaction in respect of mortgage of land of JIL to secure the loans of Company being the holding Company, to be preferential in nature and directed 758 acres of land to be reverted back to JIL.
The Company had investments in Jaiprakash Power Ventures Limited [JPVL], an associate company (earlier a subsidiary company) aggregating to '' 174262 lakhs as on 31st March,
2021. JPVL was under debt restructuring which has since been implemented during FY 19-20. In terms of the Framework Agreement dated 18th April, 2019 entered between JPVL and its Lenders, JPVL has allotted fully paid 0.01% Cumulative Compulsory Convertible Preference Shares (CCPS) for an aggregate amount of '' 380553 Lakhs on 23.12.2019 and fully paid up 9.50% Cumulative Redeemable Preference Shares (CRPS) for an aggregate amount of '' 3452 Lakhs to its Lenders in December, 2019 on private placement basis. Further, JPVL has allotted 492,678,462 Equity Shares of '' 10/ each at '' 12 per share to FCCB holders and allotted 3,51,769,546 Equity Shares of '' 10/- each at par to JSW Energy Ltd. Considering the implementation of Debt Resolution plan, valuation of assets of JPVL, allotment of shares to FCCB Holders & JSW Energy Ltd and future better prospects no diminution is envisaged in the carrying value in the financial statements.
Yamuna Expressway Industrial Development Authority (YEIDA) vide its communication dated 12th February 2020 has conveyed its action relating to cancellation of the Land admeasuring 1085 Hectare (Core/Non-core area) located at Special Development Zone (SDZ), Sector -25, Sports City, Greater Noida allotted to the Company interalia, on account of alleged non-payment of dues for which an agreement for deferment of instalments had already been arrived at between the parties.
Accordingly, the Company challenged the above order before Hon''ble Allahabad High Court as YEIDA had already deferred payment, till December 2023 (last instalment) & more than 90% of payment (including Interest) has already been made to YEIDA. High Court vide its order dated 25.02.2020 granted stay and directed Company to deposit '' 5000 lakhs by 10.03.2020 and another '' 5000 lakhs by 25.03.2020 failing which the interim protection granted by Hon''ble High Court shall stand vacated and YEIDA shall be free to proceed further. The Company could deposit '' 5500 lakhs before 31.03.2020 due to pandemic situation in the Country. Hon''ble Court vide its Order dated 08.02.2021 directed YEIDA to accept the balance
of '' 5250 lakhs (including interest) and consider application of the Company for restructuring and re-computing the dues payable by the Company. The balance of ? 5250 lakhs has since been deposited with YEIDA. Further the Company has also filed its application to YEIDA for restructuring and recomputing the dues payable by the Company which is under consideration by YEIDA. The matter of restoration of lease deeds and restructuring/rescheduling of pending dues shall be taken up in the next Board Meeting of YEIDA . YEIDA Board meeting could not be held earlier because of prevailing pandemic situation in the Country.
Further, in view of the Hon''ble Supreme Court Order in another developer''s case where the Court has directed the Authorities to charge 8.5% interest on pending dues from the Developers, the Company is in the process of submitting of fresh application with the Hon''ble High Court for suitable directions to YEIDA.
In view of the petition filed by the Company and/or settlement of pending dues by offering proportionate Land, the carrying value of the Land and other Assets i.e. Race Track, Buildings etc is continued to be shown as an Asset of the Company and balance amount payable as liability.
In case of loss making segments of the Company, fair value of Fixed Assets of the segments based on valuations by the technical valuer or value in use based on future cash flows etc. would be more than the carrying value of the Fixed Assets of the segments and hence management is of the opinion that no impairment provisioning is required in the carrying amount of the Fixed Assets at this stage.
The Company has received Termination Notice for the Mandla North Coal Mine allotted by Nominated Authority, Ministry of Coal on account of not meeting eligibility criteria mentioned in the Coal Mines Development and Production Agreement along with instructions for invocation of the Bank Guarantee submitted by the Company, in the form of Performance Security. The Hon''ble High Court has granted a stay against the Termination Notice and invocation of Performance Guarantee, based on legal opinion no provision has been considered necessary.
Confirmations/ Reconciliation of balances of certain secured & unsecured loans, balances with banks including certain fixed deposits, trade receivables, trade and other payables (including of micro and small enterprises and including capital creditors) and loans and advances are pending. The management is confident that on confirmation / reconciliation there will not be any material impact on the financial statements.
The Scheme of Arrangement between the Company and Jaypee Cement Corporation Limited (JCCL, 100% subsidiary of the Company) and UltraTech Cement Limited (Transferee
company) and their respective shareholders and creditors as sanctioned by the Hon''ble National Company Law Tribunal, Allahabad Bench and Hon''ble National Company Law Tribunal, Mumbai Bench for transfer of its cement business, comprising identified cement plants with an aggregate capacity of 17.20 MTPA spread over the states of Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand and Andhra Pradesh and 4 MTPA Bara grinding unit (under commissioning), a unit of Prayagraj Power Generation Company Limited, an associate company (at the time of transaction) at a total Enterprise Value of '' 1618900 lakhs including Enterprise value of '' 1318900 lakhs for the Company has been consummated on 29th June 2017, being the effective date for the purpose of the Scheme.
With effect from the appointed date the business in its entirety is transferred to and vested in or be deemed to have been transferred to and vested in the transferee company on a going concern basis except Jaypee Super Plant located at Dalla, Distt. Sonebhadra U.P the vesting of which is subject to the conditions precedent.
1,00,000 non- convertible Series A Redeemable Preference Shares having a face value of '' 1,00,000 each are deposited in the escrow account by the transferee and maturity of it is subject to the satisfaction of the conditions precedent relating to the vesting of Jaypee Super Plant. Therefore, the Assets of Jaypee Super Plant are continued to be shown as Non-Currents assets classified as held for sale and Series A Redeemable preference shares issued by UTCL in escrow account as a Contingent Assets.
During the year, the Company has made payment to its Managerial Personnel in terms of their respective appointments and within the limits prescribed under the Companies Act, 2013 (âthe Actâ).
In view of default in repayment of principal and/or interest to Banks and Financial Institutions during the financial year 2019-20, the remuneration paid to Shri Pankaj Gaur, Joint Managing Director (Construction) for the period from 1st April, 2019 to 30th June, 2019 and Shri Sunny Gaur, Managing Director (Cement) for the period from 1st April, 2019 to 30th December, 2019 was based on the approval of NRC & Board and the the approval of lenders was sought for the payment of remuneration for part of the year. During the year ICICI Bank Limited vide its Letter No. MFG/2019/08/922 dated August 25, 2020 conveyed their âNo Objection'' on behalf of the Lenders, for the payment of remuneration to said managerial persons of the Company for the Financial Year 2019-20 and subsequently the shareholders approved the same by way of Special Resolution at the 23rd Annual General Meeting held on 30.09.2020. As reported earlier, the appointment and remuneration of Shri Rahul Kumar, the then Whole time director and CFO (for the period from 31.10.2015 to 30.10.2018) was rejected by MCA vide letter dated 27.12.2017 on account of non-recovery of remuneration paid to 8 managerial personnel (for the year 2014-15 and 2015-16 (upto 31.10.2015).
The Company sought clarifications from Ministry of Corporate Affairs (MCA). In view of Clarification from MCA, the recovery of remuneration from the said 8 KMPs, is not required who were appointed at a time when the Company was in profits and there were no defaults. Accordingly no further action is required in respect of the remuneration paid to the said 8 KMPs during the year 2014-15 and 2015-16 (upto 31.10.2015).
As regards waiver of recovery of remuneration paid to Shri Rahul Kumar, then Whole-time Director & CFO, in view of the clarification/ confirmation given by the MCA, the reason for rejection of application for approval of appointment and remuneration of Shri Rahul Kumar, as given by MCA does not survive. In view of amended provisions, the power to approve remuneration/waiver of recovery of remuneration stands transferred and vested in the shareholders with prior approval of the lenders. Accordingly, the Company approached the lead lender and ICICI Bank vide its letter No. MFG/2019/08/920 dated 25th August, 2020, gave No objection to the waiver of recovery of remuneration paid to Shri Rahul Kumar the then Wholetime Director & CFO for the period from 31st October, 2015 to 31st July, 2017 and subsequently the shareholders approved the same by way of Special Resolution at the 23rd Annual General Meeting held on 30.09.2020.
Trade receivables include '' 327315 lakhs, outstanding as at 31st March, 2021 (? 257995 lakhs, outstanding as at 31st March 2020) which represents various claims raised on the Clients based on the terms and conditions implicit in the Engineering & Construction Contracts in respect of closed / suspended/under construction projects. These claims are mainly in respect of cost over run arising due to suspension of works, client caused delays, changes in the scope of work, deviation in design and other factors for which Company is at various stages of negotiation/ discussion with the clients or under Arbitration/ litigation. On the basis of the contractual tenability, progress of negotiations/ discussions/ arbitration/ litigations/ legal opinions, the Management is of the view that these receivables are recoverable.
The out break of Corona Virus (Covid-19) pandemic is causing significant disturbance and slow down in economic activity during FY 20-21 and also in subsequent period. The Company''s operations and revenue during the period were impacted due to Covid-19.
There is uncertainty about the time required for things to get normal. The Management is closely monitoring the current situation and working to minimize the impact of this unprecedented situation. As per current assessment, there is no significant impact on carrying amount of inventories, trade receivables, investments and other financial assets. The eventual outcome of the impact of the global health pandemic may be different from these estimated as on date of the approval of the financial results.
There are certain Entry tax matters under Appeals aggregating to '' 29782 lakhs (excluding interest, currently unascertainable) pertaining to the State of Madhya Pradesh and Himachal Pradesh. The Company has challenged these on account of Constitutional Validity etc in Hon''ble High Courts. No provision has been made of the above in the financial statements and management is of the opinion that the Company will succeed in the appeal. The Company has deposited '' 16679 lakhs and also furnished Bank Guarantee of '' 12543 lakhs against the above. These are also included in Note No.31(a) above.
Discontinued Operations
[i] Description
The following were classified as Disposal Group held for sale:
(a) Cement Segment
Identified Cement Plants transferred to UltraTech Cement Limited [Refer Note No. 50]. The Scheme of Arrangement has been consummated w.e.f. 29th June, 2017.
With effect from the appointed date the business in its entirety is transferred to and vested in or be deemed to have been transferred to and vested in the transferee company on a going concern basis except Jaypee Super Plant located at Dalla, Distt. Sonebhadra U.P the vesting of which is subject to the conditions precedent.
(b) Real Estate Segment
SDZ-RE undertaking to be transferred and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a part of restructuring/reorganisation/ realignment of the debt of the Company through the Scheme of Demerger. [Refer Note No. 67]
This hierarchy includes financial instruments traded in active market and measured using quoted prices. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting date. The mutual funds are valued using the closing NAV declared by respective fund house.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The Company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
There were no significant changes in the classification and no significant movements between the fair value hierarchy classifications of assets and liabilities during FY 2020-21.
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values.
The Company has engaged a certified valuer for fair valuation of investment in preference shares as at reporting date. The level 3 inputs used by the Company are derived and evaluated as follows:
- Discount rates are determined using a build up method to calculate a pre tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
- Risk adjustment specific to the counterparties are derived from credit risk grading determined by the Company.
- Income approach has been used for estimation of fair value of investment in preference shares.
- Net asset value method and other valuation approaches has been used for estimation of fair value of investment in unlisted equity securities.
The carrying amounts of trade receivables including contract assets, receivable from related parties & other receivables, trade payables, other payables, interest accrued on borrowings and cash and cash equivalents, bank balances are considered to be the same as their fair values, due to their short term nature.
The fair value of unquoted equity share are based on net worth in their financial statements.
The fair value of preference share, bonds, non current trade receivables, loans and security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair value in the fair value hierarchy due to the u
Mar 31, 2018
NOTE No. â1â
CORPORATE INFORMATION
Jaiprakash Associates Limited is a Public Limited Company domiciled in India with its registered office located at Sector-128, Noida-201304 (U.P). The shares of the Company are listed on the National Stock Exchange and the Bombay Stock Exchange. The company is mainly engaged in the business of Engineering & Construction, Manufacturing of Cement, Real Estate development, Hotel, Sports etc. The Companyâs financial statements are approved for issue in accordance with a resolution of the Directors on 19th May, 2018.
â2.1â Current Investments: 6,81,03,256 Equity Shares of Jaypee Infratech Limited are held with State Bank of India [Lender] as at 31st March, 2018 on invocation of shares pledged. The same are being classified as Current Investments.
â3.1â Term Deposits with Banks with Maturity more than twelve months [non current] includes Rs.2474 Lakhs [31st March, 2017 Rs.1698 Lakhs] pledged as Guarantees / Margin Money with Banks and Others.
â3.2â Unbilled Revenue represents revenue recognised based on percentage of completion method over and above the amount due from the customers as per the agreed payment plans.
â4.1â Term Deposits with Original Maturity less than three months includes Rs.2568 Lakhs [31st March, 2017 Rs.2429 Lakhs] pledged as Guarantees / Margin Money with Banks and Others.
â4.2â Balances with Banks in Current Account in Foreign Currency includes Iraqi Dinars 27,377 Million equivalent to Rs.10 Lakhs which are not available for use by the Company.
â5.1â Term Deposits with Maturity less than twelve months includes Rs.3047 Lakhs [31st March, 2017 Rs.2752 Lakhs] pledged as Guarantees / Margin Money pledged with Banks and Others.
â5.2â Term Deposits with Maturity less than twelve months includes â Nil [31st March, 2017 Nil] earmarked for repayment of Public Deposits.
â5.3â Term Deposits excludes deposits with original maturity of less than three months.
6.1 Issued, Subscribed and Paid-up Share Capital in number comprises of
Shares for consideration in cash 2,02,19,850 Equity Shares allotted under âJaypee Employees Stock Purchase Scheme 2002â;
1.25.00.000 Equity Shares allotted under âJaypee Employees Stock Purchase Scheme 2009â; 20,16,23,717 Equity Shares allotted for cash on conversion of Foreign Currency Convertible Bonds;
1.00.00.000 Equity Shares allotted for cash to Promoters on Preferential Basis;
6,42,04,810 Equity Shares allotted through Qualified Institutional Placement as on 06.02.2013 and 21,33,73,416 Equity Shares allotted through Qualified Institutional Placement as on 08.07.2014.
Shares for consideration other than cash
86,08,65,055 Equity Shares allotted in terms of the Scheme of Amalgamation effective from 11.03.2004; 12,43,78,825 Equity Shares allotted in terms of Scheme of Amalgamation effective from 22.08.2006; 21,80,10,985 Equity Shares allotted pursuant to Scheme of Amalgamation effective from 27.05.2009 and 70,72,80,317 Equity Shares allotted as Bonus Shares effective from 19.12.2009.
6.2 Terms / Rights
The Company has issued only one class of equity shares having a par value of Rs.2/- per share. Each holder of equity share is entitled to one vote per share. Each share is entitled to equal dividend declared by the Company and approved by the Share holders of the Company.
In the event of liquidation, each share carries equal rights and will be entitled to receive equal amount per share out of the remaining amount available with the Company after making preferential payments.
â3.1â Nature and purpose of Reserves
Equity component of compound financial instruments
This is the equity portion of the issued foreign currency convertible bonds. The liability component is reflected in financial liabilities.
Capital Reserve:
During amalgamation, the excess of net assets taken, over the cost of consideration paid is treated as capital reserve. It also include capital profits on foreign currency convertible bonds buyback, on demerger and on forfeiture of advance amount of share warrants.
General Reserve:
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013. Also General Reserve includes reserve transfer on amalgamation/ demerger scheme in accordance with the Scheme sanctioned by Honâble High Courts/National Company Law Tribunal.
Securities Premium Reserve:
The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve.
Capital Redemption Reserve:
The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.
Debenture Redemption Reserve:
The Company has recognised Debenture Redemption Reserve [DRR] as per the provisions of the Companies Act 1956/Companies Act, 2013. As per the provision, the Company shall credit adequate amount to DRR from its profits every year until such debentures are redeemed. The amount credited to DRR shall not be utilised by the Company except for the redemption of debentures.
Share Forfeited Account
Share forfeited account represents the amount of shares forfeited due to cancellation of partly paid shares. The forfeited share can be re-issued at discount or at premium.
Retained Earnings:
Retained earnings are the profit or loss that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
[A] NON CURRENT BORROWINGS
â4.1â The Lenders in the Joint Lender Forum has approved the Scheme of Restructuring/Reorganization/Realignment of Debt in accordance of the RBI guidelines during FY 2017-18. The Lenders has revised the terms of repayment and interest through the scheme besides other things mentioned in the scheme of restructuring of debt. The specific terms of interest and repayment and security created / yet to be created as per scheme are given in the following Notes.
Total Value of Debentures as at 31.03.2017 includes Rs.2368 lakhs as prepaid financing charges.
[b] Non Convertible Secured Debentures mentioned in Note 14.2[a] above are redeemable at value equal to the Face Value. Interest accrued on Non Convertible Secured Debentures is at the simple rate of 9.5% per annum.
[c] As per the Scheme of Restructuring/ Reorganisation/ Reallignment of debt, the outstanding value of debentures are considered to be transferred to Jaypee Infrastructure Development Ltd (JIDL) on sanction of the scheme of arrangement between the company and JIDL by Honâble National Company Law Tribunal, Allahabad.
[d] Security :Non-Convertible Debentures [NCDs] mentioned at Sl No.14.2[a] above, together with interest, liquidated damages, remuneration payable to Trustees, and other monies due in respect thereof are secured as under :
Further security to be created against Non-Convertible Debentures may be reffered at Note No 14.3 [k] below. The above security shall get released on transfer of outstanding amounts to Jaypee Infrastructure Development Limited on sanction of Scheme by the NCLT, Allahabad.
*Total amount outstanding as at 31.03.2018 includes Rs.6 lakhs (Previous year Rs.19174 lakhs) as prepaid financing charges.
[b] Outstanding Term Loans as stated in Note no 14.3 [a] (i) 1 and 14.3 [a] (i) 9 above excluding Core Area Project Loan together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-pasu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division [both present and future] of the Company and on land admeasuring 166.96 acres situated at village Tappal, Kansera & Jahengarh, Aligarh, Uttar Pradesh and land admeasuring 167.23 acres situated at village Chagan and Chhalesar, Agra, Uttar Pradesh both land belonging to Jaypee Infratech Limited (JIL), a subsidiary of the Company.
In addition to the above, the outstanding Term Loans specified as Shahabad Project Loan and are included in Note no. 14.3 [a] (i) 1 above are further secured by first charge ranking pari-passu among Shahabad Project Lenders over movable and immovable fixed assets of Shahabad cement plant [both present and future] situated at Shahabad & Bankur Village, Gulbarga District, Karnataka of Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company.
[c] Outstanding Term Loans specified as term loans (existing), Funded Interest Term Loan & Working Capital Term Loans (excluding loan specified as Shahabad Project Loan and Core area project loan) included in Note no.
4.2 [a] (i) 1 and 14.3 [a] (i) 9 above together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are also secured by way of Second Charge ranking pari-passu over movable and immovable fixed assets of Shahabad cement plant [both present and future] situated at Shahabad & Bankur Village, Gulbarga District, Karnataka of Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company.
[d] Outstanding Term Loans specified as Hold Back Loans stated at Note no. 14.3 [a] (i)10 above together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by First Charge ranking pari-pasu over movable and immovable fixed assets of Jaypee Super Cement Plant of the company [both present and future] situated at Uttar Pradesh. The Loan shall be repaid post transfer of Jaypee Super Plant to UltraTech Cement Limited (UTCL), the transfer of which is subject to the satisfaction of conditions precedent as mentioned in the sanctioned scheme between the company and UTCL for transfer of identified Cement Plants. In event of conditions precedent could not be complied with within stipulated period or not waiver of conditions by UTCL then the loan shall be repaid over the next 15 years through equal quarterly instalments.
[e] Outstanding Term Loans specified as Core Area project loan included at Note no. 14.3 [a] (i) 1 above along with BG facility of Rs.100 Crs. sanctioned by Punjab & Sind Bank together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Master Restructuring Agreement (MRA) are secured by way of First Charge ranking pari-pasu on all immovable and movable fixed assets pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all the current assets including receivables pertaining to the aforesaid sports infrastructure project.
[f] Loans given by Lenders are further secured by exclusive security given to specific Lenders. Details of exclusive security as per Master Restructuring Agreement/ Specific agreement is as per the following:
(i) State Bank of India
(1) Pledge of 6,81,03,256 Equity Shares of Jaypee Infratech Limited held by the Company (since been invoked)
(2) First charge on 90 acres of land situated at Agra belonging to Jaypee Infratech Limited subsidiary of the Company.
(3) First Charge on 2.56 acres of Hotel & Commercial Land in Village - Wazidpur, Sector -129, Noida and First Charge over 3.78 acres of Commercial Land situated at Sector - 128, Noida, The Company has entered into an âAgreement to Sellâ with Jaypee Infratech Limited and entire sale consideration for the said land has been paid.
(4) pari passu charge over 37.763 hectare Land Situated in Chindwara, M.P., and assets related to Mandla (North) Coal Mine.
(ii) ICICI Bank Limited
(1) First charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future.
(2) First charge over land admeasuring 9.8077 acres situated at Village Aurangpur, U.P., 148.3662 acres situated at Village Jaganpur, Afjalpur, UP, 151.006 acres situated at village Jirkpur, Tehsil Khair Dist. Aligarh, UP, all belonging to Jaypee Infratech Limited.
(3) pledge of 18,93,16,882 equity shares of the Company held in various Trusts, Company being the sole beneficiary of the trusts.
(4) pledge of 7,50,000 11% Cumulative Preference Shares of Himalyan Expressway Limited held by the Company.
(5) pledge of 1,02,12,000 12% Cumulative Preference Shares of Jaypee Agra Vikas Limited held by the Company.
(iii) Standard Chartered Bank
(1) First charge ranking pari passu by way of equitable mortgage by deposit of title deed over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh.
(2) First charge ranking pari passu by way of equitable mortgage over land of Jaypee Infratech Ltd. admeasuring 42.6932 acres (residential 25.0040 acres and commercial 17.6892 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida, Uttar Pradesh. Out of the said 42.6932 acres of land, the Company has entered into an âAgreement to Sellâ with Jaypee Infratech Limited on 15.12.2009 for purchase of 17.6892 acres of commercial land and entire sale consideration has been paid.
(3) Pledge of 9,41,25,000 Equity Share of Jaypee Cement Corporation Limited, held by the Company.
(4) First charge over 30.33 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(iv) Yes Bank Limited
(1) First charge over 9.13 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(v) The Karur Vysya Bank Limited
(1) First charge over 2.53 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(vi) The South Indian Bank Limited
(1) First charge over 6.19 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
[g] Term Loan sanctioned by HDFC Limited stated at sl no 14.3 [a] (i) 2 above is secured against first & exclusive charge by way of Registered Mortgage over (a) Leasehold property admeasuring project land of 14.20 acres at Jaypee Greens which is part and parcel of 452.26 acres of the integrated Township Jaypee Greens Greater Noida, U.P. alongwith construction thereon both present and future (b) Leasehold property admeasuring 38.20 acres at Noida, U.P. designated for the construction of Kalyspo Court 1-10 (B-1), Kalyspo Court 11,12,14,15,16 (B-3), imperial Court 1-3 (B-2) Pelican (PD-1 & PD-2) in the integrated Township in the name and style of Wish Town, Noida, U.P. The said land is registered in the name of Jaypee Infratech Limited and entire sale consideration has been paid by the Company to Jaypee Infratech Limited. and (c) First Charge on Project Land/ FSI of 11,01,954 Sq. feet of B 10, Suncourt A & Town Centre Residential in Jaypee Greens, Greater Noida with construction thereon, present and future.
[h] Term Loans sanctioned by SREI Equipment Finance Limited together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements stated at Note no 14.3 [a] (i) 5 above is secured by Subservient Charge on current assets of the company excluding Real Estate Division, extension of pledge of 5.51 Cr Equity shares of Jaiprakash Agri Initiatives Company Limited held by Jaypee Cement Coproration Limited. Term Loans sanctioned by SREI Equipment Finance Limited & TATA Motors Finance Ltd. stated at Note no 14.3 [a] (i) 6 to 8 above together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of exclusive charge over certain Equipments of the Company.
[i] Outstanding Loan of AKA Export Finance Bank stated at Sl.No. 14.3[a] [i] 4 above was secured on specific assets transferred to UTCL. In replacement of this security, certain land of the Company has been offered to secure the said outstanding facility.
[j] Loans stated at sl no 14.3 [a] (i) 11 above includes loans to be transferred to Jaypee Infrastructure Development Limited (JIDL) as per the scheme of arrangement between the company and JIDL filed with Honâble National Company Law Tribunal, Allahabad and sanction of the scheme is awaited. It also includes loans which has been considered to be settled against the identified real estate inventory of the company.
[k] Outstanding amount of Term Loans included in Note No. 14.3 [a] (i) 11 above and non convertible debentures at sl no 14.2 [i] (a) which are proposed to be transferred as part of SDZ Real Estate undertaking are to be secured by way of 1st pari-passu charge on identified land of Non-Core Area and Project Assets situated at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh being part of SDZ Real Estate undertaking to be transferred as specified in Scheme of Arrangement between JAL and JIDL filed with Honâble National Company Law Tribunal, Allahabad and sanction of scheme is awaited save and except exclusive security over certain assets created in favour of specific lenders as given below:
(i) Canara Bank
(1) First charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(ii) State Bank of India
(1) First charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(2) First charge over 57.13 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(iii) IFCI Limited
(1) First charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(iv) United Bank of India
(1) First charge over 13.00 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(v) Allahabad Bank
(1) First charge over 8.70 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
[l] Land admeasuring 588.42 acres of the Company (forming part of Non-Core Area ) at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh and all assets of the company being part of SDZ real estate undertaking proposed to be transferred to JIDL as per scheme of arrangement between the company and JIDL. The charge on this land shall be vacated and new charge in JIDL shall be created in accordance with the Note no (j) above.
[m] Security includes security created / yet to be created and to be modified in accordance with the scheme of Restructuring/Reorganization/Realignment of debt and other agreement with the Lenders as at 31.03.2018.
[n] Outstanding amount of long term debts from Banks and Financial Institutions included in current maturities of long term debts [Refer Note No 15 - Other Current Financial Liabilities] as at 31.03.2018 includes principal overdues amounting to Rs.1250 Lakhs and interest accrued and due on borrowings amounting to Rs.3309 Lakhs, both principal and interest overdues pertain to the F.Y 2017-18.
[o] Loan outstanding as on Balance sheet date are after considering loans which are partly / fully paid before their respective due dates.
â4.3â Loans from State Government:
[a] I nterest Free Loans granted by U.P.Financial Corporation (UPFC) under Audyogik Nivesh Protshahan Yojna Scheme at Grinding Unit in Tanda (U.P.) are secured by way of First Charge on the Fixed Assets of the above said Unit of the Company and partly against bank guarantee. The same is repayable on or before completion of 10 years from the day on which it is received. Period of repayment has commenced from F.Y. 2016-17.
[b] I nterest Free Loans granted by Pradeshiya Industrial & Investment Corporation Limited at Grinding Unit in Sikandrabad (U.P.) is secured against Bank Guarantee. The same is repayable on or before completion of 10 years from the day on which it is received. Repayment will commence from F.Y. 2022-23.
Post transfer of cement plants, the above loans were fully repaid by the company.
â4.4â Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.14[II]A are given as under :
[a] The Company has issued Foreign Currency Convertible Bonds [FCCB-2017] comprising of 110400, 5.75% Series A Convertible Bonds due September 2021 of USD 350 each aggregating to USD 38.640 Million and 110400, 4.76% Series B Non Convertible Bonds due September 2020 of USD 740 each aggregating to 81.696 Million at par on 28.11.2017. These Bonds were issued in exchange of outstanding existing Bonds. Series A Bonds [FCCB-2017] are convertible into equity shares of Rs.2/- each fully paid at the conversion price of Rs.27 per share, subject to the terms of issue, with a fixed rate of exchange o Rs.64 equal to USD 1.00 at any time on or after 28.11.2018 and prior to the close of business on 23.09.2021. As at 31.03.2018, 110400 Series A Bonds aggregating to USD 38.64 Million and 110400 Series B Bonds aggregating to USD 54.096 Million are outstanding.
No conversion has taken place during F.Y. 2017-18. Unless previously converted, the Series A Bonds are redeemable at maturity on 30.09.2021.
[b] The Company had issued 1,50,000, 5.75% Foreign Currency Convertible Bonds [FCCB-2012] due September 2017 of USD 1,000 each aggregating to USD 150 Million at par on 07.09.2012. Outstanding Bonds aggregating to US$ 110.40 Million along with certain interest accrued were exchanged with Foreign Currency Convertible Bonds [FCCB -2017] Series A & Series B Bonds aggregating to USD 120.336 Million.
* is part of overall scheme of Restructuring/ Reorganisation/ Realignment of debt and shall be dealt in accordance with the scheme. Rs.2,064 Lakhs is proposed to be transferred to JIDL.
â4.5â The Company accepted Fixed Deposit till 31.03.2014 under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years. The Company has repaid all its outstanding Fixed Deposits and interest thereon in terms of the acceptance thereof, within the extension of time granted by the Honâble National Company Law Tribunal regularizing all such payments vide its Order dated 23.10.2017 except for only 33 FDs aggregating approx. Rs.21 lacs (including interest) which could not be repaid due to various reasons including Prohibitory Orders from various Government Agencies, unavailability of particulars of depositor/their complete addresses, etc. The amount payable on such FDs has been deposited in a separate Bank Account and the same shall also be repaid in due course in terms of the aforesaid Order of Honâble National Company Law Tribunal.
â4.6â Deferred payment of Land is the amount payable to Yamuna Expressway Industrial Development Authority [YEIDA] by way of half yearly instalments for the land admeasuring 1085.3327 hectares [Inclusive of 99.9320 hectares for Village Development and Abadi Extension] allotted to the Company. Lease Deeds in respect of 965.7390 hectares have been executed and lease Deeds for the balance 19.6617 hectares are yet to be executed, whereas land about 14.5993 hectares remains to be allotted. Current maturities of long term debts includes principal overdue Rs.32832 Lakhs and interest accrued and due on borrowings includes interest overdues Rs.18520 Lakhs payable to the Authority.
â4.7â Rupee Term Loan sanctioned amounting Rs.889.07 Crores from State Bank of India included in Note No 14.3 [a] (i)1 has been secured by way of Corporate Guarantee by Jaiprakash Power Ventures Ltd. [JPVL], an Associate Company.
â4.8â Term Loans and Other Loans guaranteed by Directors of the Company in personal capacity are given as under:
[B] CURRENT BORROWINGS
â4.9âSecured Term Loans from Banks:
Short Term Loan by Standard Chartered Bank is secured by way of first charge ranking pari passu by way of secured by first charge ranking pari passu by way of registered mortgage over land admeasuring 17.6892 acres situated at Village Wazidpur, Noida, Uttar Pradesh as mentioned in note no 14.3 [f] (iii) (2) above and charge on land parcel admeasuring 11.610 acres situated at Jaypee Sports City near F1 stadium, SDZ, Sector 25, Gautam Budh Nagar being part of land referred to in Note no. 14.3[f] (iii) (4) above.
â4.10âWorking Capital Loans:
[a] The Working Capital facilities [Fund based -Rs.150 Crores. and Non Fund based - Rs.3580 Crores] sanctioned by the Consortium of 15 member Banks with ICICI Bank Limited, as Lead, are secured by way of first charge ranking pari passu on Current Assets of the Company except Real Estate Division i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and second Charge ranking pari-pasu over movable and immovable fixed assets pertaining to Cement Division (excluding Jaypee Super Cement Plant, Mandla (North) coal block), Power division, Hotel Division (consisting of 5 Five Star Hotels) and Engineering & Construction Division [both present and future] of the Company.
Liabilities directly associated with assets in disposal group classified as held for sale as at 31.03.2017 do not include long term borrowings that will get transferred as part of the Scheme of Arrangement.
[p] Outstanding amount of current borrowings as at 31.03.2018 includes overdues amounting to Rs.3751 Lakhs (including bill discounting overdues - Rs.932 lakhs).
â5.1â Liabilities as at 31.03.2017 directly associated with assets in disposal group classified as held for sale do not include long term borrowings that will get transferred as part of the Scheme of Arrangement.
NOTE No.â6â
The Scheme of Arrangement between the Company and Jaypee Cement Corporation Limited (JCCL, 100% subsidiary of the Company) and UltraTech Cement Limited (Transferee company) and their respective shareholders and creditors as sanctioned by the Honâble National Company Law Tribunal, Allahabad Bench and Honâble National Company Law Tribunal, Mumbai Bench for transfer of its cement business, comprising identified cement plants with an aggregate capacity of 17.20 MTPA spread over the states of Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand and Andhra Pradesh and 4 MTPA Bara grinding unit (under commissioning), a unit of Prayagraj Power Generation Company Limited, an associate company at a total Enterprise Value of Rs.16,189 Crores including Enterprise value of Rs.13,189 Crores for the Company has been consumated on 29th June 2017, being the effective date for the purpose of the Scheme.
With effect from the appointed date the business in its entiriety is transferred to and vested in or be deemed to have been transferred to and vested in the transferee company on a going concern basis.
The Consideration for the above has been discharged by the transferee company by way of issue of 13200 Non- Convertible redeemable debentures having a face value of Rs.10,00,000 each, 1,00,000 non-convertible Series A Redeemable Preference Shares having a face value of Rs.1,00,000 each and 50,000 non- convertible Series B Reedemable Preference Shares having a face value of Rs.1,00,000 each.
Non- Convertible redeemable debentures and Non- convertible Series B Reedemable Preference Shares had been redeemed. Series A Redeemable Preference Shares are deposited in the escrow account and maturity is subject to the satisfaction of the conditions precedent relating to the Jaypee Super Plant.
Since the vesting of the Jaypee Super Plant is subject to the conditions precedent, the Assets of Plant are continued to be shown as Non-Currents assets classified as held for sale and Series A Redeemable preference shares issued by UTCL in escrow account as a Contingent Assets.
The Accounting has been done in accordance with the treatment as given in the Scheme. Assets and Liabilities of the Demerged Undertakings transferred are as per the following:
The Companyâs significant leasing arrangements are in respect of operating leases for land, building and plant machinery with lease terms between 3 years to 30 years. The Company has option under some of the lease arrangements to lease the assets for additional terms of 30 years.
The Company has provided Rs.2736 lakhs (Previous Year Rs.3523 lakhs) in Profit & Loss Account during the year towards minimum lease payments.
[d] Finance Lease commitments - as a Lessee
The company has finance leases for land. The Companyâs obligation under finance leases are secured by the lessorâs title to the leasehold land. Future minimum lease payments under finance leases and the present value of the net minimum lease payments are as under:
[i] 1,45,43,29,855 Equity Shares of Rs.10/- each fully paid-up [Previous Year 1,45,43,29,855 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] are pledged as collateral security and has given Non disposal undertaking of 10,21,88,566 Equity Shares of Rs.10/- each [Previous Year 10,21,88,566 Equity Shares] for the financial assistance granted by Lenders to JPVL for specific projects.
[ii] The Company has pledged 70,83,56,087 Equity Shares of Rs.10/- each fully paid-up [Previous Year 70,83,56,087 Equity Shares] of Jaypee Infratech Limited (JIL) with IDBI Trusteeship Services Limited (ITSL) (Trustee) held by the Company in favour of ITSL as collateral security for the financial assistance to JIL. The Company has also given Promoter support undertaking to IDBI led consortium loan. Outstanding amount of loan as at 31.12.2017 is Rs.1036136 Lakhs [Previous Year Rs.8,10,274 Lakhs].
[iii] 3,54,27,000 Equity Shares of Rs.10/- each fully paid-up [Previous Year 3,54,27,000 Equity Shares] of Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL. The Company has also given support undertaking to ICICI Bank. Outstanding amount of loan as at 31.03.2018 is Rs.24562 Lakhs [Previous Year Rs.23668 Lakhs].
[iv] 1,83,67,347 Equity Shares of Rs.10/- each fully paid-up [Previous Year 1,83,67,347 Equity Shares] of Madhya Pradesh Jaypee Minerals Limited [MPJPML] pledged as collateral security for financial assistance granted by the lenders to MPJPML. The loans have been paid by MPJPML, security yet to be released.
[v] The Company has given Letter of Comfort to Banks for financial assistance taken by Jaiprakash Power Ventures Limited. Outstanding amount of loan as at 31.03.2018 is Rs.98705 Lakhs [Previous Year Rs.98705 Lakhs].
[vi] The Company has given shortfall undertaking to Banks & Financial Institutions for Term Loan & Non Fund based Limit provided to Kanpur Fertilizers & Cement Limited. Outstanding amount of loan as at 31.03.2018 is Rs.21609 Lakhs [Previous Year Rs.31543 Lakhs] and outstanding amount of Working Capital and Non Fund based limit utilized as at 31.03.2018 is Rs.51518 Lakhs [Previous Year Rs.56448 Lakhs].
[vii] The Company has given shortfall undertaking to Banks for providing Non Fund based limit to Jaypee Cement Corporation Limited. Outstanding amount of Working Capital as at 31.03.2018 is Rs.35 Lakhs [Previous Year Rs.2010 Lakhs] and Outstanding amount of Non Fund based limit as at 31.03.2018 is Rs.13996 Lakhs [Previous Year Rs.7268 Lakhs].
[viii] 11,39,05,440 Equity Shares of Bhilai Jaypee Cement Limited (BJCL) of Rs.10/- each fully paid-up are pledged (since been invoked) as collateral security and Non Disposal undertaking for 16,70,61,312 Equity share of BJCL of Rs.10/each fully paid-up held by the Company has been given for financial assistance granted by Yes Bank to Jaypee Cement Corporation Limited. Outstanding amount of loan in JCCL is Rs.441.41 Crores. The pledge and NDU has also been extended for financial assistance including overdraft facility granted by Yes Bank to Kanpur Fertilizer & Cement Limited (KFCL). Outstanding amount of loan in KFCL is Rs.13600 lakhs.
[ix] 15,000 Equity Shares of Yamuna Expressway Tolling Limited (YETL) of Rs.10/- each fully paid-up held by the company are pledged as security for Term loan granted by Yes Bank to YETL (assigned to Suraksha Asset Reconstruction Company Limited). Further Non Disposal undertaking of 35,000 Equity share of YETL held by the Company has been given in favour of lenders. Outstanding amount of loan as at 31.03.2018 is Rs.600 Crores.
The Company has accounted for deferred tax assets on temporary differences, including those on unabsorbed depreciation and business losses, to the extent of deferred tax liability recognized at the balance sheet date, for which it is reasonably certain that future taxable income would be generated by reversal of such deferred tax liability.
NOTE No.â7â
[i] State Bank of India has invoked the pledge of 10,00,00,000 Equity Shares of Jaypee Infratech Limited (JIL) held by the Company and had sold 3,18,96,744 Equity Shares in the open market during the quarter ended March 31, 2018. The impact of the above said sale of shares has been taken in the Financial Statements. Balance shares aggregating to 6,81,03,256 are held with the trusteeship as at 31.03.2018. Pending disposal of balance shares by the Lender, the balance shares continue to be shown as part of Current Investments at cost.
[ii] IndusInd Bank has invoked the pledge of 6,00,00,000 Equity Shares of Jaypee Infratech Limited (JIL) held by the Company. IndusInd Bank through its trusteeship services had sold 4,80,00,000 Equity shares in the open market during the quarter ended March 31, 2018. The proceeds from the sale of shares has been adjusted against the Borrowing outstanding of Himalayaputra Aviation Limited (100% subsidiary of the Company). The impact of the above said sale of shares has been taken in the Statement of Profit and Loss. Balance shares aggregating to 1,20,00,000 are transferred back to Company . Thus effective invocation being for 4,80,00,000 Equity Shares of JIL.
[iii] Yes Bank Limited has invoked the pledge of 113905440 Equity Shares of Rs.10-/ each of Bhilai Jaypee Cement Limited held by the Company. Pending settlement with the Lender against its dues, the Company continues to be beneficiary owner of the shares as at 31st March, 2018. Hence, the same has been included as part of investments of the Company in the financial statements.
NOTE No.â8â
Non Current Trade receivables include Rs.2645.45 Crore, outstanding as at 31st March 2018 (Rs.2983.52 Crore, outstanding as at 31st March 2017) which represents various claims raised on the Clients based on the terms and conditions implicit in the Engineering & Construction Contracts in respect of closed / suspended/under construction projects. These claims are mainly in respect of cost over run arising due to suspension of works, client caused delays, changes in the scope of work, deviation in design and other factors for which Company is at various stages of negotiation/ discussion with the clients or under Arbitration/ litigation. On the basis of the contractual tenability, progress of negotiations/ discussions/ arbitration/ litigations, the management considers these receivables are fully recoverable.
NOTE No.â9â
The Company has made an investments of Rs.340 Crores (34 crores Equity Shares of Rs.10/- each, fully paid up ) in Prayagraj Power Generation Company Limited [PPGCL], an associate company. Lenders of PPGCL has invoked the entire pledged shares of PPGCL held by Jaiprakash Power Ventures Limited [JPVL] [holding company of PPGCL ] on 18th December 2017 due to default in payment of interest to Banks/ Financial Institutions . Keeping in view the above facts , the impact on the carrying value of the Equity shares of PPGCL held by the Company is currently unascertainable and considered at Book Value.
NOTE No.â10â
IDBI Bank Limited had filed Petition with Honâble National Company Law Tribunal [NCLT], Allahabad Bench [the Bench] U/s 7 of Insolvency & Bankrupty Code, 2016 in respect of Jaypee Infratech Limited [JIL] [Subsidiary of the Company] which was admitted vide Order dated 9th August, 2017 and Interim Resolution Professional (IRP) was appointed to carry the functions as mentioned under the Code.
While admitting the Petitions / Interventions filed by certain home buyers of Jaypee Infratech Limited, Honâble Supreme Court vide its various Orders gave directions to Jaiprakash Associates Limited to deposit a sum of Rs.2000 Crores with the Court on 11th September, 2017, which was modified vide its order(s) dated 22nd November,2017 and 21st March,2018 to deposit in instalment an amount of Rs.750 Crores by 10th May, 2018. The Company has deposited Rs.750 Crores (including Rs.550 Crores till 31st March 2018) with the Honâble Supreme Court till date.
In view of the ongoing IRP/ legal proceedings with Honâble National Company Law Tribunal (NCLT), Allahabad Bench and Honâble Supreme Court, the impact on the carrying value of the Investments in JIL amounting Rs.849.26 Crores (84,70,00,000 Equity Shares of Rs.10/- each excluding shares invoked by State Bank of India) , Current Receivables amounting Rs.341.75 Crores, Corporate Guarantee given to Lenders of JIL amounting Rs.232.17 Crores and deposit of Rs.550 Crores [till 31st March, 2018] with the Registrar, Supreme Court is currently unascertainable. Hence no provision is considered necessary in the Financial Statements for the year ended on 31st March 2018 by the Management.
NOTE No.â11â
The Company has received Termination Notice for the Mandla North Coal Mine allotted by Nominated Authority, Ministry of Coal on account of not meeting eligibility criteria mentioned in the Coal Mines Development and Production Agreement along with instructions for invocation of the Bank Guarantee submitted by the Company, in the form of Performance Security. The Honâble High Court has granted a stay against the Termination Notice and invocation of Performance Guarantee. Since, the matter is now being sub-judice in High Court, the recoverability of the amount invested aggregating to Rs.293.01 Crores as on 31.03.2018 in the development of the Coal Block and impact of the invocation of the Performance Guarantee is uncertain, no provision has been considered necessary to be made in the Financial statements.
NOTE No.â12â
Confirmations/ Reconciliation of balances of certain secured & unsecured loans, balances with banks, trade receivables, trade and other payables (including capital creditors) and loans and advances are pending. The management is confident that on confirmation / reconciliation there will not be any material impact on the financial statements.
NOTE No.â13â
During the year, the Company has made payment to its Managerial Personnel in terms of their respective appointments and within the limits prescribed under the Companies Act, 2013. However, in view of default in repayment of principal and / or interest to Banks and Financial Institutions during the year ended 31-3-2015, the Central Government has vide its letter dated 27-12-2017 directed the Company to recover the remuneration paid to its Managing and Whole-time Directors. The Management has been advised to approach the Central Government for reconsideration/ waiver of said recovery. In case the same is not approved by the Central Government, the Company intends to seek approval of the Banks / Public Financial Institutions / Secured Creditors and the shareholders for such waiver, in terms of Section 197 of the Companies Act, 2013, as amended in due course. The Companyâs Nomination and Remuneration Committee & the Board of Directors have already consented for such course of action.
NOTE No.â14â
There are certain Entry tax matters under Appeals aggregating to Rs.510.59 Crores (excluding interest, currently unascertainable) pertaining to the State of Uttar Pradesh, Madhya Pradesh and Himachal Pradesh. The Company has challenged these on account of Constitutional Validity etc in Honâble High Courts/ Supreme Court. No provision has been made of the above in the financial statements and management is of the opinion that the Company will succeed in the appeal. The Company has already deposited Rs.299.93 Crores and also furnished Bank Guarantee of Rs.202.66 Crores against the above. These are also included in Note No.31(a) above.
NOTE No.â15â
[i] The Lenders of the Company in their Joint Lenders forum (JLF) meeting held on 22nd June, 2017 have approved restructuring/ realignment/ reorganisation of debt of the Company & its wholly owned subsidiary, JCCL. The Company has reworked the finance cost pertaining to Financial Year 2016-17 in accordance with the Lenders approved debt restructuring /realignment/ reorganisation scheme.
[ii] For the FY 2017-18, the Company has provided interest expenses on the debt portion that will remain with the company in accordance with the restructuring Scheme approved and Master Re-structuring Agreement (MRA) signed with the Lenders. Interest aggregating to Rs.796.39 Crores on debt portion of Rs.11091.27 Crores which will be transferred to Real Estate SPV namely âJaypee Infrastructure Development Limited (JIDL) on Order by Honâble National Company Law Tribunal (NCLT), Allahabad with appointed date of 01st July, 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of SDZ Real Estate Undertaking [SDZ-RE],since the same has to be serviced from the assets/development of Assets of SDZ-RE and as such no further impact in this respect on the Financial results is envisaged.
[iii] As a part of restructuring / reorganisation / realignment of the debt of the Company, the Scheme of Demerger of the Undertaking (SDZ -RE) comprising identified moveable and immoveable assets and liabilities to be transferred to and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis is pending for sanction with NCLT Allahabad.
NOTE No.â16â
[i] The following were classified as Disposal Group held for sale:
(a) Identified Cement Plants transferred to UltraTech Cement Limited (Refer note No 31).The Scheme of Arrangement has been consummated w.e.f. 29th June, 2017.
(b) 74% stake in Bhilai Jaypee Cement Limited for sale of which the Company has entered definitive agreement with Orient Cement Limited (OCL).The transaction is subject to regulatory and other approvals.
(c) SDZ-RE undertaking to be transferred and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a part of restructuring / reorganisation / realignment of the debt of the Company through the Scheme of Demerger. The scheme is subject to sanction by National Company Law Tribunal, Allahabad.
[d] Other Related Companies where transaction have taken place:
1 Jaypee Development Corporation Limited
2 Andhra Cements Limited
3 JIL Information Technology Limited
4 Gaur & Nagi Limited
5 Jaypee International Logistics Company Private Limited
6 Tiger Hills Holiday Resort Private Limited
7 Indesign Enterprises Private Limited
8 Jaypee Hotels Limited
9 Yamuna Expressway Tolling Private Limited [formerly known as Jaypee Mining Venture Pvt. Ltd.] [Associate Company till 24.03.2017]
10 JC World Hospitality Pvt. Ltd.
11 Jaiprakash Kashmir Energy Limited
12 Kram Infracon Private Limited
[e] Key Management Personnel, where transactions have taken place:
1 Shri Manoj Gaur, Executive Chairman & C.E.O.
2 Shri Sunil Kumar Sharma, Executive Vice Chairman
3 Shri Sunny Gaur, Managing Director [Cement]
4 Shri Pankaj Gaur, Joint Managing Director [Construction]
5 Shri Ranvijay Singh, Whole time Director
6 Shri Rahul Kumar, Whole time Director & C.F.O. [till 31.07.2017]
7 Shri Naveen Kumar Singh [relative of key management personnel]
8 Shri Raj Kumar Singh [relative of key management personnel]
Note: Related party relationships are as identified by the Company and relied upon by the Auditors.
[a] Segments have been identified in accordance with Indian Accounting Standard on Operating Segment [IND AS-108] taking into account the organisation structure as well as differential risk and returns of these segments.
[b] Business segment has been disclosed as the primary segment.
[c] The Company has determined following reporting segment based on the information reviewed by the Companyâs Chief Operating Decision Maker [CODM]:
[i] Construction Civil Engineering Construction/EPC Contracts/Expressway
[ii] Cement Manufacture and Sale of Cement and Clinker
[iii] Hotel/Hospitality Hotels, Golf Course, Resorts & Spa
[iv] Sports Events Sports related Events
[v] Real Estate Real Estate Development and Maintenance
[vi] Power Generation and Sale of Energy
[vii] Investments Investments in Subsidiaries, Associates and Others
[viii] Others Includes Coal Extraction, Waste Treatment Plant ,Heavy Engineering Works, Hitech Castings, Man Power Supply etc.
The above business segments have been identified considering - [i] the nature of product and services, [ii] differing risks and returns [iii] the internal organisation and management structure and [iv] the internal financial reporting system.
Non-Current Assets for this purpose consists of property, plant and equipment, Capital Work in Progress and intangible assets including under development.
Revenue from Major Customers
The Company is not reliant on revenue from transaction of the any single external customer and does not receive 10% or more of the revenue from transaction with any single external customers.
[d] Segment Revenues, Operating Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis.
[e] Segment Assets exclude Deferred Tax Asset. Segment Liabilities exclude Deferred Tax Liability and Loans.
Level 1:
This hierarchy includes financial instruments measured using quoted prices. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting date. The mutual funds are valued using the closing NAV declared by respective fund house.
Level 2:
Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3:
The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
There were no significant changes in the classification and no significant movements between the fair value hierarchy classifications of assets and liabilities during FY 2017-18.
(b) Valuation technique used to determine fair value (Level I)
Specific valuation technique used to value financial instruments include:
- the use of quoted market price or NAV declared
- the fair value of the remaining financial instruments is determined using the discounted cash flow analysis.
(c) Fair value measurements using significant unobservable inputs (Level 3)
The following table presents the changes in level 3 items for the period ended 31st March 2018 and 31st March 2017
(d) Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents, bank balances are considered to be the same as their fair values.
The fair value of non current borrowings are based on discounted cash flows using a weighted average cost of capital. They are classified as level 3 fair value in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
NOTE No.â17â
Financial Risk Management
The Companyâs activities expose it to market risk, liquidity risk and credit risk. The Companyâs focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
(a) Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Companyâs exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
Credit Risk Management
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. Trade receivables, Unbilled Revenue and Work in Progress, Loans and Other receivables are typically unsecured. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of the adoption of Ind AS 109, the Company uses ECL model to assess the impairment loss or gain. The Company uses a provision matrix to compute the ECL allowance for trade receivables and unbilled revenues. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies and the Companyâs historical experience for customers.
Credit Risk Exposure
The allowance for life time ECL on trade receivables and other receivables for the year ended 31st March 2018 is Rs.575 Lakhs and for the year ended 31st March 2017 is Rs.1739 Lakhs.
Credit risk on cash and cash equivalents and bank balances is limited as the Company generally invest in deposits with bank. Investments primarily include investments in liquid mutual fund units, quoted and unquoted equity shares, preference shares and quoted bonds.
[b] Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due.
[i] Liquidity Risk Management
The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, bonds and finance lease. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short term surplus cash generated , over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits and other highly marketable debt investments with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
[c] Market Risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
[i] Foreign Currency Risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The company is exposed to foreign exchange risk arising from foreign currency borrowings [ECB]. Foreign currency risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Companyâs functional currency (INR). The risk is managed through a forecast of highly probable foreign currency cash flows.
Foreign Currency Risk Management
The Companyâs risk management committee is responsible to frame, implement and monitor the risk management plant of the Company. The committee carry out risk assessment with regard to foreign exchange variances and suggests risk minimization procedures and implement the same.
Sensitivity Analysis
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.
[ii] Interest Rate Risk
The Companyâs main interest rate risk arises from long term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Companyâs fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rate.
Interest Rate Risk Management
The Companyâs risk management committee ensures all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimised, managed and critical risks when impact the achievement of the Companyâs objective or threatens its existence are periodically reviewed.
[iii] Price Risk
The price risk for the company is risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Price Risk Management
To manage its price risk arising from investments, the Company diversifies its portfolios. Diversification of the portfolio is done in accordance with the limits set by the Company.
Price Risk Exposure
The Companyâs exposure to price risk arises from investments held by the Company and classified in the balance sheet as fair value through profit or loss.
NOTE No.â18â
Capital Management
For the purpose of the Companyâs capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The objective of the companyâs capital management is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits other stakeholders and maintain an optimal capital structure to reduce the cost of capital. The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The company monitors capital structure using gearing ratio, which is net debt divided by total equity plus net debt. The company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.
NOTE No.â19â
(a) Provident Fund - Defined Contribution Plan
Employerâs Contribution to Provident and Pension Fund benefits Rs.2131 Lakhs [31st March 2017 Rs.2720 Lakhs] is recognised as an expense for the year
(b) Gratuity and Leave encashment - Defined Benefit Plans - Provision made as per actuarial valuation. The Company has a Trust namely Jaiprakash Associates Employees Gratuity Fund Trust to manage funds towards Gratuity Liability of the Company. SBI Life Insurance Company Limited and ICICI Prudential Life Insurance Company Limited have been appointed for management of the Trust Fund for the benefit of the employees.
NOTE No.â20â
The Free-hold Land [Agricultural] purchased by the Company for Rs.3 Lakhs measuring 7 Bighas at Rangpuri, New Delhi had been notified for acquisition U/s 4 & 6 of the Land Acquisition Act. The Companyâs claim for compensation is pending for settlement.
NOTE No.â21â
113905440 Equity Shares of Rs.10/- each of Bhilai Jaypee Cement Limited held by the Company are pledged as collateral security. These shares have since been invoked by the Lender. The Company continues to be beneficiary owner of the shares as at 31st March, 2018 and the sale proceeds of these shares to be transferred to the Lender for settlement of outstanding dues. Hence, the same has been included as part of Investments of the Company in the financial statements.
NOTE No.â22â
Jaiprakash Associates Limited (JAL) had awarded orders on Tecpro systems Limited (TSL) for various projects (Cement plant and Captive Power Plants) for supply, erection (only Churk Power Plant), Supervision of erection & commissioning, performance and testing of the Coal Handling Plants at Sidhi, chunar, Rewa, Churk, JP Super. However, TSL did not complete the entire work as per the terms & conditions of the contracts, and there were delays in design and engineering, Supply of Plant and Equipments for all these plants.
Due to these delays, an amount of Rs.12,03,33,844/- is recoverable from TSL on account of liquidated damages and other miscellaneous recoveries. The total credit available in respective of books is Rs.931 Lakhs and therefore a net amount of Rs.272 Lakhs is recoverable from TSL.
NOTE No.â23â
The Scheme of demerger of the SDZ -RE Undertaking comprising identified moveable and immovable assets and liabilities of the Company to be transferred to and vested in the wholly owned subsidiary of the Company, namely Jaypee Infrastructure Development Limited as a going concern, on a slump exchange basis, is pending sanction by National Company Law Tribunal [NCLT], Allahabad. Since the appointed date is 1st July, 2017, post sanction of the Scheme by Honâble NCLT, Allahabad, the figures of the current financial year will be reinstated.
NOTE No.â24â
The Results exclude the financial results for the identified Cement Plants transferred to M/s UltraTech Cement Limited by the Company on 29th June, 2017 and hence figures for the year ended 31st March, 2018 are not comparable with the previous corresponding period.
NOTE No.â25â
The previous year figures have been regrouped/recast/rearranged wherever considered necessary to conform to the current yearâs classification.
NOTE No.â26â
All the figures have been rounded off to the nearest lakh Rs..
Mar 31, 2017
"1" The Trusts at Sl.No.[IV] are holding shares of 18,93,16,882 Equity Shares [31st March, 2016 18,93,16,882, 1st April, 2015 18,93,16,882] of Rs, 2/- of Jaiprakash Associates Limited, the sole beneficiary of which is the Company. The Market Value of Shares held in Trusts is Rs, 26,031 Lakhs [31st March, 2016 Rs, 14,577 Lakhs, 1st April, 2015 Rs, 46,951 Lakhs].
"2" Term Deposits with Original Maturity less than three months includes Rs, 2429 Lakhs [31st March, 2016 Rs, 8 Lakhs, 1st April, 2015 Rs, 7 Lakhs] pledged as Guarantees / Margin Money with Banks and Others.
"3" Balances with Banks in Current Account in Foreign Currency includes Iraqi Dinars 27,377 Million equivalent to Rs, 10 Lakhs which are not available for use by the Company.
"4" Term Deposits with Maturity less than twelve months includes Rs, 2752 Lakhs [31st March, 2016 Rs, 2034 Lakhs, 1st April, 2015 Rs, 14527 Lakhs] pledged as Guarantees / Margin Money pledged with Banks and Others
â5" Term Deposits with Maturity less than twelve months includes Rs, Nil [31st March, 2016 Nil, 1st April, 2015 Rs, 16000 Lakhs] earmarked for repayment of Public Deposits.
â6" Term Deposits excludes deposits with original maturity of less than three months.
"7" Issued, Subscribed and Paid-up Share Capital in number comprises of Shares for consideration in cash 2,02,19,850 Equity Shares allotted under "Jaypee Employees Stock Purchase Scheme 2002";
1.25.00.000 Equity Shares allotted under "Jaypee Employees Stock Purchase Scheme 2009"; 20,16,23,717 Equity Shares allotted for cash on conversion of Foreign Currency Convertible Bonds;
1.00.00.000 Equity Shares allotted for cash to Promoters on Preferential Basis;
6,42,04,810 Equity Shares allotted through Qualified Institutional Placement as on 06.02.2013 and 21,33,73,416 Equity Shares allotted through Qualified Institutional Placement as on 08.07.2014.
Shares for consideration other than cash
86,08,65,055 Equity Shares allotted in terms of the Scheme of Amalgamation effective from 11.03.2004; 12,43,78,825 Equity Shares allotted in terms of Scheme of Amalgamation effective from 22.08.2006; 21,80,10,985 Equity Shares allotted pursuant to Scheme of Amalgamation effective from 27.05.2009 and 70,72,80,317 Equity Shares allotted as Bonus Shares effective from 19.12.2009.
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.
Securities Premium Reserve:
The amount received in excess of face value of the equity shares is recognized in Securities Premium Reserve. Capital Redemption Reserve:
The Company has recognized Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back. Debenture Redemption Reserve:
The Company has recognized Debenture Redemption Reserve [DRR] as per the provisions of the Companies Act 1956. As per the provision, the Company shall credit adequate amount to DRR from its profits every year until such debentures are redeemed. The amount credited to DRR shall not be utilised by the Company except for the redemption of debentures.
Share Forfeited Account
Share forfeited account represents the amount of shares forfeited due to cancellation of shares. The forfeited share can be re-issued at discount or at premium.
Retained Earnings:
Retained earnings are the profit or loss that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
Non Convertible Debentures as stated in Note No.14.1[a] above are further secured by way of First Charge ranking pari passu with all the lenders specified at S. No.14.2 (b) save and except AKA Export Finance Bank [Amount Outstanding as at 31st March, 2017 - Rs, 2661 Lakhs] having prior charge on specific Fixed Assets, in favour of respective Debenture Trustees for the benefit of all Debenture Holders, on all the movable and immovable Fixed Assets of the company except Fixed assets pertaining to Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc. under various schemes framed by the State Governments and any other assets specifically charged. Further, the NCDs stated above alongwith term loans specified in Sl. No.14.2(b) are also secured by way of First Pari-Passu charge over Land of the Company admeasuring 588.42 acres forming part of Non-Core Area at Jaypee Sports City near F-1 Stadium, Special Development Zone (SDZ), Sector-25, Gautam Budh Nagar, Uttar Pradesh & First Pari-Passu charge over Land admeasuring 166.96 Acres situated at Village Tappal, Kansera & Jahengarh, Aligarh, Uttar Pradesh & Land admeasuring 167.23 Acres situated at Village Chagan and Chhalesar, Agra, Uttar Pradesh, both land belonging to Jaypee Infratech Limited.
* including Rs, 19174 lakhs as prepaid financing charges as at 31st March, 2017
[b] Term Loans of Rs,1924050 Lakhs sanctioned [Amount outstanding Rs, 1404490 Lakhs] by Financial Institutions, Banks together with all interest, liquidated damages, premia on pre-payment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements are secured by First Charge ranking pari pasu with all the lenders save and except AKA Export Finance Bank [Amount outstanding as at 31.03.2017 - Rs, 2661 Lakhs having prior charge on Fixed Assets pertaining to Himachal Cement Plant] in favour of Axis Trustee Services Limited [Security Trustee], holding security for the benefit of all lenders on all the movable and immovable fixed assets of the Company except Fixed Assets pertaining to Real Estate Division, Fixed Assets specifically charged to State Government / State Financial Institutions for availing interest free loans etc., under various schemes framed by State Governments and any other assets specifically charged. Further, these Loans along with Debentures as mentioned in Sl No.14.1[c] are secured by way of First Pari-Passu charge over Land of the Company admeasuring 588.42 acres forming part of Non-Core Area at Jaypee Sports City near F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh Nagar, Uttar Pradesh & First Pari-Passu charge over Land admeasuring 166.96 Acres situated at Village Tappal, Kansera & Jahengarh, Aligarh, Uttar Pradesh & Land admeasuring 167.23 Acres situated at Village Chagan and Chhalesar, Agra, Uttar Pradesh both land belonging to Jaypee Infratech Limited. In addition to above
(1) Term Loan of Rs, 40000 Lakhs sanctioned by IFCI Ltd., [at Sl. No.44 above] is further secured by way of Exclusive Charge over 5.48 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(2) Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd. [at Sl.No.49 above] is further secured by way of (i) pari-passu charge on all immovable properties admeasuring 100 acres of Land of Jaypee Infratech Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh, Uttar Pradesh together with all buildings and structures thereto and all Plant & Machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future (ii) pledge of 18,93,16,882 equity shares of the Company held in various Trusts on pari passu charge on basis with Rupee Term Loan of Rs, 130000 Lakhs sanctioned by ICICI Bank Ltd. [at Sl.No.5 above].
(3) Term Loan of Rs, 75000 Lakhs [at Sl.No.33 above] sanctioned by State Bank of India is further secured by way of [i] exclusive charge over 22.2078 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh. [ii] pledge of 10 crores equity shares of Jaypee Infratech Ltd., held by Jaiprakash Associates Ltd. (iii) second pari passu charge on current assets of the Company.
(4) Term Loan of Rs, 50000 Lakhs sanctioned by Canara Bank (at Sl.No. 53 above) is further secured by way of pari passu Charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.
(5) Term Loan of Rs, 120000 Lakhs sanctioned by ICICI Bank Ltd. (at Sl.No. 78 above) is further secured by way of First Charge over land admeasuring 9.8077 acres situated at Village Aurangpur, U.P., 148.3662 acres situated at Village Jaganpur, Afjalpur, UP, 151.006 acres situated at Village Jirkanpur, Tehsil Khair, Dist. Aligarh, U.P., all belonging to Jaypee Infratech Limited.
[c] Term Loans of Rs, 21300 Lakhs [Amount outstanding - Rs, 12780 Lakhs] sanctioned by Export Import Bank of India (at sl no 40 to 43 above) are secured by First Charge ranking pari passu with all the lenders save and except AKA Export Finance Bank [Amount Outstanding as at 31.03.2017 - Rs, 2661 Lakhs] having prior charge on specific Fixed Assets, in favour of Axis Trustee Services Limited [Security Trustee], holding security for the benefit of all lenders, on all the Movable Fixed Assets of the Company except movable Fixed Assets pertaining to Real Estate Division, Fixed Assets specifically charged to State Government / State Financial Institutions for availing interest free loans etc., under various schemes framed by State Governments and any other assets specifically charged.
[d] Term Loans sanctioned by ICICI Bank - Rs, 130000 Lakhs, Bank of Maharastra - Rs, 30000 Lakhs, Yes Bank Ltd. -Rs, 20000 Lakhs, Canara Bank - Rs, 50000 Lakhs, aggregating to Rs, 230000 Lakhs [Amount outstanding Rs, 152046 Lakhs] (at sl no 5, 28, 36 & 48 above) together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements are secured by way of Subservient charge on all the fixed Assets of the company except the fixed assets pertaining to Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc. under various schemes framed by State Governments. In addition to above
(1) Term loan of Rs, 130000 Lakhs sanctioned by ICICI Bank (at sl no 5 above) is further secured by way of (i) pledge of 18,93,16,882 equity shares of the Company held in various Trusts on first pari passu charge basis with Rupee Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd., (ii) pledge of 7,50,000 -11% Cumulative Preference Shares of Himalyan Expressway Limited and (iii) pledge of 1,02,12,000 12% Preference Shares of Jaypee Agra Vikas Ltd., owned by the Company.
(2) Term Loan of Rs, 50000 Lakhs sanctioned by Canara Bank (at sl no 48 above) is further secured by way of pari-passu charge over 25.007 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.
(3) Term Loan of Rs, 20000 Lakhs sanctioned by Yes Bank Ltd. (at sl no 36 above) is further secured by way of exclusive charge over 11.3095 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.
[e] Term Loans sanctioned by SREI Rs, 1000 Lakhs [Amount outstanding Rs, 169 Lakhs] (at sl no 45 above) & TATA Motors Finance Ltd. Rs, 342 Lakhs [Amount Outstanding Rs, 154 Lakhs](at sl no 63 & 64 above) together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of exclusive charge over certain Equipments of the Company.
[f] Term Loans sanctioned by State Bank of India Rs, 15000 Lakhs [Amount outstanding Rs, 9375 Lakhs] (at sl. No 26 above) together with all interest, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monies, stipulated in the Loan Agreements secured by way of (i) First Charge on 2.56 acres of Hotel & Commercial Land purchased from Jaypee Infratech Ltd. in Village - Wazidpur, Sector -129, Noida. Entire Sale consideration has been paid by the Company to Jaypee Infratech Limited and (ii) First Charge over 3.78 acres of Commercial Land of Jaypee Infratech Ltd. situated at Sector - 128, Noida.
[g] Term Loans sanctioned by Standard Chartered Bank Rs, 40000 Lakhs, Rs, 45000 Lakhs and Rs, 62000 Lakhs [Amount outstanding Rs, 71283 Lakhs] (at sl. no 24,27 & 79 above) are secured against first charge ranking pari passu by way of equitable mortgage by deposit of title deed over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally secured by first charge ranking pari passu by way of equitable mortgage over land of Jaypee Infratech Ltd. admeasuring 39.5132 acres (residential 25.0040 acres and commercial 14.5092 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida, Uttar Pradesh. Out of the said 39.5132 acres of land, the Company has entered into an âAgreement to Sell" with Jaypee Infratech Limited on 15.12.2009 for purchase of 14.5092 acres of commercial land and entire sale consideration has been paid to Jaypee Infratech Limited. Term Loan of Rs, 62000 Lakhs sanctioned by Standard Chartered Bank in two tranche of Rs, 53816 Lakhs and Rs, 8184 Lakhs is further secured by way of pledge of 9,41,25,000 Equity Share of Jaypee Cement Corporation Limited. Second tranche of Rs, 8184 Lakhs is further secured by way of pari passu charge alongwith loan mentioned in Sl.No.[j] below over land admeasuring 26.3158 hectares approx (part of 40 hectares in Jaypee Sports City Near F stadium, SEZ Sector 25, Gautam Budh Nagar).
[h] Term Loan sanctioned by HDFC Limited Rs, 45000 Lakhs [Amount outstanding Rs, 29301 Lakhs] (at sl. no 38 above ) is secured against first & exclusive charge by way of Registered Mortgage over (a) Leasehold property admeasuring project land of 14.20 acres at Jaypee Greens which is part and parcel of 452.26 acres of the integrated Township Jaypee Greens Greater Noida, U.P. along with construction thereon both present and future (b) Leasehold property admeasuring 38.20 acres at Noida, U.P. designated for the construction of Kalyspo Court 1-10 (B-1), Kalyspo Court 11,12,14,15,16 (B-3), imperial Court 1-3 (B-2) Pelican (PD-1 & PD-2) in the integrated Township in the name and style of Wish Town, Noida, U.P. The said land is registered in the name of Jaypee Infratech Limited and entire sale consideration has been paid by the Company to Jaypee Infratech Limited. and (c) First Charge on Project Land/FSI of 11,01,954 Sq. feet of B 10, Suncourt A & Town Centre Residential in Jaypee Greens, Greater Noida with construction thereon, present and future.
[i] Term Loan sanctioned by Standard Chartered Bank - Rs, 35000 Lakhs, United Bank of India - Rs, 15000 Lakhs, Allahabad Bank - Rs, 10000 Lakhs, Karur Vysya Bank - Rs, 5000 Lakhs & The South Indian Bank - Rs, 10000 Lakhs aggregating to Rs, 75000 Lakhs [Amount Outstanding - Rs, 56206 Lakhs] (at sl no 31,32,34,35,37 above) are secured by way of exclusive First Charge on pari- passu basis over 65.0263 Acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, U.P.
[j] Term Loan sanctioned by Yes Bank Ltd. - Rs, 52500 Lakhs [Amount Outstanding - Rs, 34125 Lakhs] (at sl no 30 above) is secured by way of exclusive charge over 18.02 acres of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.
[k] Term loans of Rs, 100000 Lakhs sanctioned [Outstanding Rs, 43147 Lakhs] (at sl no 65 to 73 above), SBLCs Rs, 33295 Lakhs [Outstanding Rs, 33295 Lakhs] and Bank Guarantee Rs, 10000 Lakhs (Outstanding Rs, 10000 Lakhs) sanctioned by Banks and IFCI Limited are secured by first charge ranking pari-passu on all immovable and movable fixed assets pertaining to the core area sports infrastructure project [both present and future] and second pari-passu charge on all current assets including receivables pertaining to the aforesaid sports infrastructure project, subject to first charge of the working capital lenders (exclusive of SBLCs Rs, 33295 Lakhs).
[l] Term loan of Rs, 15,000 Lakhs [Outstanding Rs, 4412 Lakhs] sanctioned by ICICI Bank (at sl no 74 above) Limited is secured by mortgage of non core area land admeasuring 25 Acres at Sector - 25, along Yamuna Expressway, Gautam Buddh Nagar, second charge on all immovable & movable assets of core area sports infrastructure project.
[m] Term loan of Rs, 5000 Lakhs [Outstanding Rs, 3900 Lakhs] sanctioned by The Karur Vysya Bank Ltd. at Sl. No. 84 above is secured by First Charge on identified real estate inventory.
[n] Term loan of Rs, 15000 Lakhs [Outstanding Rs, 12000 Lakhs] sanctioned by State Bank of India at Sl. No. 92 above is secured by pari passu charge over Current Assets of the Company and pari passu Charge over land 37.763 hect. Situated in Chindwara, M.P., pari passu charge over assets related to Mandla (North) Coal Mine.
[o] Security includes security created / yet to be created.
[p] Outstanding amount of long term debts from Banks and Financial Institutions included in current maturities of long term debts and unpaid debentures [Refer Note No 16 - Other Current Financial Liabilities] as at 31.03.2017 includes principal overdues amounting to Rs, 217612 Lakhs and interest accrued and due on borrowings & interest on unpaid matured debentures amounting to Rs, 279495 Lakhs, both principal and interest overdues pertain to the F.Y. 2015-16 and F.Y. 2016-17.
[q] Loan outstanding as on Balance sheet date are after considering loans which are partly / fully paid before their respective due dates.
"8" Loans from State Government:
[a] I nterest Free Loans granted by U.P.Financial Corporation (UPFC) under Audyogik Nivesh Protshahan Yojna Scheme at Grinding Unit in Tanda (U.P.) are secured by way of First Charge on the Fixed Assets of the above said Unit of the Company and partly against bank guarantee. The same is repayable on or before completion of 10 years from the day on which it is received. Period of repayment has commenced from F.Y. 2016-17.
[b] I nterest Free Loans granted by Pradeshiya Industrial & Investment Corporation Limited at Grinding Unit in Sikandrabad (U.P.) is secured against Bank Guarantee. The same is repayable on or before completion of 10 years from the day on which it is received. Repayment will commence from F.Y. 2022-23.
9" Details of Foreign Currency Convertible Bonds (Unsecured) at Note No.14[II]A are given as under :
The Company has issued 1,50,000, 5.75% Foreign Currency Convertible Bonds [FCCB-2012] of USD 1,000 each aggregating to USD 150 Million at par on 07.09.2012. These Bonds are convertible at the option of bond-holders into equity shares of Rs, 2/- each fully paid at the conversion price of Rs, 77.50 per share, subject to the terms of issue, with a fixed rate of exchange of Rs, 55.67 equal to USD 1.00 at any time on or after 18.10.2012 and prior to the close of business on 01.09.2017. As at 31.03.2017, 110400 Bonds aggregating to USD 110.40 Million are outstanding.
No conversion has taken place during F.Y. 2016-17 [Previous Year Nil]. Unless previously converted, the bonds are redeemable at maturity on 08.09.2017.
"10" Unsecured Loan taken from subsidiary at Note No.14[II]E is taken from Himalyaputra Aviation Limited [Amount Outstanding Rs, 6500 Lakhs] repayable in 20 structured quarterly instalments from 30.12.17 to 30.09.22
"11" The Company accepted Fixed Deposit till 31.03.2014 under Fixed Deposits Scheme from Public which are repayable in one year, two years and three years. In accordance with relevant provisions of Companies Act, 2013, the Company is repaying Fixed Deposits accepted from Public. HonRs,ble National Company Law Tribunal has allowed further time till 30th May 2017 to repay the Unpaid/ Unclaimed Matured Public Deposits
"12" Deferred payment of Land is the amount payable to Yamuna Expressway Industrial Development Authority [YEIDA] by way of half yearly installments for the land admeasuring 1085.3327 hectares [Inclusive of 99.9320 hectares for Village Development and Abadi Extension] allotted to the Company. Lease Deeds in respect of 965.7390 hectares have been executed and lease Deeds for the balance 19.6617 hectares are yet to be executed, whereas land about 14.5993 hectares remains to be allotted. Current maturities of long term debts includes principal overdue Rs, 33185 Lakhs and interest accrued and due on borrowings includes interest over dues Rs, 26847 Lakhs payable to the Authority.
"13" Rupee Term Loan from State Bank of India [at Sl. No 94 above] has been secured by way of Corporate Guarantee by Jaiprakash Power Ventures Ltd. [JPVL], a subsidiary Company.
[B] CURRENT BORROWINGS
"14.12" Secured Term Loans from Banks & Others:
[a] Short Term Loan of Rs, 100000 Lakhs [Amount Outstanding Rs, 100000 Lakhs] sanctioned by State Bank of India is secured by way of (i) exclusive charge over 57.13 acres of Land of the Company situated at Sector-25, SDZ, Jaypee Sports City on Yamuna Expressway, Village - Aurangpur & Gunpura, Tehsil-Sadar, Distt. - Gautam Budh Nagar, Uttar Pradesh (ii) Charge/Lien to the extent of 1.50 times of the Loan Amount on an Escrow Account with State Bank of India (iii) Subservient Charge on the Fixed Assets of the Company except assets specifically charged to Lenders (iii) STL further secured by way of Registered mortgaged over 90 acres of land situated at Agra of Jaypee Infratech Ltd.
[b] Short Term Loan of Rs, 54000 Lakhs [Amount Outstanding Rs, 54000 Lakhs] sanctioned by IndusInd Bank Ltd. is secured by way of (1) Subservient charge on entire movable fixed and current assets of the Company (excluding charge on assets of Bela & Sidhi Plants) (2) Cross collateralization of Jaypee Greens property i.e. 1.85329 acres situated in Block Surajpur Kasna Road at Sector No.19 and 25 in Greater Noida Industrial Development Area, Distt. Gautam Budh Nagar, Uttar Pradesh and 12,00,00,000 equity shares of Jaypee Infratech Limited (JIL) held by the Company as collateral for IBLRs,s facility in Jaypee Fertilizer and Industries Limited (JFIL). (3) commercial land of non- core area admeasuring 23.80 acres situated at Sector -25, SDZ, Jaypee Sports City, Yamuna Expressway (4) current assets of Sports Division and (5) Charge on the escrow account.
[c] Short Term Loan of Rs, 4250 Lakhs [Amount Outstanding Rs, 3000 Lakhs] sanctioned by SREI Equipment Finance Limited is secured by way of Hypothecation on certain equipment of the Company.
"14" Outstanding amount of long term debts from Banks and Financial Institutions included in current maturities of long term debts and unpaid debentures [Refer Note No 16 - Other Current Financial Liabilities] as at 31.03.2017 includes principal over dues amounting to Rs, 157553 Lakhs and interest accrued and due on borrowings & interest on unpaid matured debentures amounting to Rs, 24858 Lakhs, both principal and interest over dues.
"15" Working Capital Loans:
[a] The Working Capital facilities [Fund based - Rs, 500 Crores. and Non Fund based - Rs, 4265 Crores.] sanctioned by the Consortium of 19 member Banks with Canara Bank, as Lead, are secured by way of first charge ranking pari passu on Current Assets of the Company i.e. Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and second charge ranking pari passu on the Fixed Assets of the Company [except Fixed Assets pertaining to Real Estate Division and Fixed assets specifically charged to State Government /State Financial Institutions for availing interest free loans etc.] and other assets specifically charged on specific loans. Further IDBI Bank Ltd. have converted their Non Fund Based Limits [within Consortium] into Fund Based Limits to the extent of Rs, 35000 Lakhs [Amount Outstanding Rs, 35000 Lakhs].
[b] Working Capital facility includes Pre Shipment Credit by Standard Chartered Bank which is secured by way of first charge ranking pari passu by way of equitable mortgage over the land admeasuring 355.84 acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally secured by first charge ranking pari passu by way of equitable mortgage over land of Jaypee Infratech Ltd. admeasuring 39.5132 acres (residential land - 25.0040 acres and commercial land - 14.5092 acres) situated at village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida, Uttar Pradesh. Out of the said 39.5132 acres of land, the Company has entered into an âAgreement to Sell" with Jaypee Infratech Limited on 15.12.2009 for purchase of 14.5092 acres of commercial land and entire sale consideration has been paid to Jaypee Infratech Limited) along with Long Term Loans sanctioned by Standard Chartered Bank Rs, 40000 Lakhs, Rs, 45000 Lakhs and Rs, 62000 Lakhs [Amount outstanding Rs, 71283 Lakhs].
[c] Working Capital facility also include Buyer''s Credit etc., to the extent of Rs, 2475 Lakhs availed from Working Capital consortium member Banks out of limit sanctioned to the Company and other Banks.
[d] Working Capital Demand Loan of Rs, 20000 Lakhs (Outstanding Rs, 16127 Lakhs) sanctioned by Axis Bank Ltd. is secured by subservient and subsequent charge on Current Assets of the Company.
"16" Bill Discounting of Rs, 17500 Lakhs [Outstanding Rs, 3603 Lakhs] from SIDBI is secured by way of residual charge on current assets of the Company.
"17" Short Term Unsecured Loan of Rs, 50000 Lakhs [Amount Outstanding Rs, 50000 Lakhs] sanctioned by Axis Bank Limited is secured by way of Corporate Guarantee of UltraTech Cement Ltd.
Short Term Inter Corporate Deposit (Unsecured) of Rs, 2000 Lakhs is taken from UltraTech Cement Limited
"18" Liabilities directly associated with assets in disposal group classified as held for sale do not include long term borrowings that will get transferred as part of the Scheme of Arrangement.
[b] Securities
[i] 1,45,43,29,855 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 1,37,59,88,510 Equity Shares] of Jaiprakash Power Ventures Limited [JPVL] are pledged as collateral security and has given Non disposal undertaking of 10,21,88,566 Equity Shares of Rs, 10/- each [Previous Year 10,21,88,566 Equity Shares] for the financial assistance granted by Lenders to JPVL for specific projects.
[ii] The Company has pledged 70,83,56,087 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 70,83,56,087 Equity Shares] of Jaypee Infratech Limited (JIL) with IDBI Trusteeship Services Limited (ITSL) (Trustee) held by the Company in favour of ITSL as collateral security for the financial assistance to JIL. The Company has also given Promoter support undertaking to IDBI led consortium loan. Outstanding amount as at 31.03.2017 is Rs, 8,10,274 Lakhs [Previous Year Rs, 8,10,710 Lakhs].
[iii] 3,54,27,000 Equity Shares of Rs, 10/- each fully paid-up [Previous Year 3,54,27,000 Equity Shares] of Himalyan Expressway Limited [HEL] held by the Company are pledged as collateral security for financial assistance granted by the Lenders to HEL. The Company has also given support undertaking to ICICI Bank. Outstanding amount as at 31.03.2017 is Rs, 23668 Lakhs [Previous Year Rs, 24425 Lakhs].
[iv] 1,83,67,347 Equity Shares of Rs, 10/- each fully paid-up Previous Year 1,83,67,347 Equity Shares] of Madhya Pradesh Jaypee Minerals Limited [MPJPML] pledged as collateral security for financial assistance granted by the lenders to MPJPML. The loans have been paid by MPJPML, security yet to be released.
[v] The Company has executed non disposal undertaking for 12,00,00,000 Equity Shares [Previous Year 12,00,00,000 Equity Shares] of Jaypee Infratech Limited held by the Company in favour of lenders as collateral security for the financial assistance to Jaypee Fertilizers & Industries Limited. Further, the Company has given first pari passu charge on 1.85329 acres Land [B-Type Building] at Jaypee Greens, Greater Noida alongwith Corporate Guarantee for financial assistance to Jaypee Fertilizers & Industries Limited.
[vi] The Company has given Letter of Comfort to Banks for financial assistance taken by Jaiprakash Power Ventures Limited. Outstanding amount as at 31.03.2017 is Rs, 98705 Lakhs [Previous Year Rs, 164500 Lakhs].
[viii] The Company has given shortfall undertaking to Banks & Financial Institutions for Term Loan & Non Fund based Limit provided to Kanpur Fertilizers & Cement Limited. Outstanding amount of loan as at 31.03.2017 is Rs, 31543 Lakhs [Previous Year Rs, 42770 Lakhs] and outstanding amount of Working Capital and Non Fund based limit utilized as at 31.03.2017 is Rs, 56448 Lakhs [Previous Year Rs, 62394 Lakhs].
[ix] The Company has given shortfall undertaking to Banks for providing financial assistance and Non Fund based limit to Jaypee Cement Corporation Limited. Outstanding amount of loan as at 31.03.2017 is Rs, 188867 Lakhs [Previous Year Rs, 10000 Lakhs]. Outstanding amount of Working Capital as at 31.03.2017 is Rs, 2010 Lakhs and Outstanding amount of Non Fund based limit as at 31.03.2017 is Rs, 7268 Lakhs.
The above information is based on information available with the Management
NOTE No."9" The following were classified as Disposal Group held for sale:
[i] The Company has approved the Definitive agreement with UltraTech Cement Limited [UTCL] for transfer of part of its cement business [including that of its 100% subsidiary Jaypee Cement Corporation Ltd. (JCCL)], comprising identified Cement Plants with an aggregate capacity of 17.20 MTPA [including Power Plant at Siddhi] spread over the states of Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand and Andhra Pradesh and 4 MTPA Bara Grinding Unit [under commissioning] a unit of Prayagraj Power Generation Company Limited, an associate Company at a total Enterprise Value of Rs, 16189 Crores. The Scheme of Arrangement has been sanctioned by National Company Law Tribunal vide its order dated 2nd March 2017. The scheme has already been approved by Competition Commission of India [CCI], Stock Exchanges, Shareholders, Secured Creditors and Unsecured Creditors of the Company, JCCL & UTCL in their respective meetings. The Scheme shall be made effective upon receipt of the remaining approvals as mentioned in the Scheme.
[ii] During the FY 2015-16 the company transferred its Grinding Unit in Panipat, Haryana and 49 MW capacity wind power plants.
NOTE No."10"
Related Parties disclosures, as required in terms of â Indian Accounting Standard [Ind AS] 24" are given below: Relationships
[a] Subsidiary Companies [including their subsidiaries]:
1 Jaypee Infratech Limited [JIL]
2 Himalyan Expressway Limited
3 Jaypee Ganga Infrastructure Corporation Limited
4 Jaypee Agra Vikas Limited
5 Jaypee Cement Corporation Limited [JCCL]
6 Jaypee Fertilizers & Industries Limited
7 Himalyaputra Aviation Limited
8 Jaypee Assam Cement Limited
9 Jaypee Health Care Limited [subsidiary of JIL]
10 Jaypee Infrastructure Development Ltd [formerly known as Jaypee Cement Cricket (India) Ltd.]
11 Jaypee Cement Hockey (India) Limited
12 Jaiprakash Agri Initiatives Company Limited [Subsidiary of JCCL]
13 Himachal Baspa Power Company Limited [Subsidiary till 07.09.2015]
14 Yamuna Expressway Tolling Limited [Subsidiary w.e.f 25.03.2017]
15 Bhilai Jaypee Cement Limited
16 Gujarat Jaypee Cement & Infrastructure Limited
17 Jaiprakash Power Ventures Limited [JPVL]
18 Sangam Power Generation Company Limited [Subsidiary of JPVL]
19 Prayagraj Power Generation Company Limited [Subsidiary of JPVL]
20 Jaypee Meghalaya Power Limited [Subsidiary of JPVL]
21 Bina Power Supply Limited [Subsidiary of JPVL]
22 Jaypee Powergrid Limited [Subsidiary of JPVL]
23 Jaypee Arunachal Power Limited [Subsidiary of JPVL]
Companies mentioned at Sl.No.17 to 23 ceased to be Subsidiary of the Company w.e.f. 18.02.2017.
[b] Associate Companies:
1 Jaiprakash Power Ventures Limited [JPVL]
2 Jaypee Powergrid Limited [Subsidiary of JPVL]
3 Jaypee Arunachal Power Limited [Subsidiary of JPVL]
4 Sangam Power Generation Company Limited [Subsidiary of JPVL]
5 Prayagraj Power Generation Company Limited [Subsidiary of JPVL]
6 Jaypee Meghalaya Power Limited [Subsidiary of JPVL]
7 Bina Power Supply Limited [Subsidiary of JPVL]
8 Jaypee Infra Ventures [A Private Company with unlimited liability]
9 Jaypee Development Corporation Limited
10 JIL Information Technology Limited
11 Gaur & Nagi Limited
12 Indesign Enterprises Private Limited
13 Sonebhadra Minerals Private Limited
14 RPJ Minerals Private Limited
15 Tiger Hills Holiday Resort Private Limited
16 Sarveshwari Stone Products Private Limited
17 Rock Solid Cement Limited
18 Jaypee International Logistics Company Private Limited
19 Jaypee Hotels Limited
20 Yamuna Expressway Tolling Private Limited [formerly known as Jaypee Mining Venture Pvt. Ltd.] [associate till 24.03.2017]
21 Ceekay Estates Private Limited
22 Jaiprakash Exports Private Limited
23 Bhumi Estate Developers Private Limited
24 Jaypee Technical Consultants Private Limited
25 Jaypee Uttar Bharat Vikas Private Limited
26 Kanpur Fertilizers & Cement Limited
27 Madhya Pradesh Jaypee Minerals Limited
28 MP Jaypee Coal Limited
29 MP Jaypee Coal Fields Limited
30 Andhra Cements Limited
31 Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited Company]
32 Think Different Enterprises Private Limited
33 JC World Hospitality Pvt. Ltd.
34 Ibonshourne Limited [w.e.f. 11.01.2016]
35 JC Wealth & Investment Private Limited
36 CK World & Hospitality Private Limited
37 Librans Venture Private Limited
38 Librans Real Estate Private Limited
39 Samvridhi Advisors LLP
40 Jaiprakash Kashmir Energy Limited
41 Anvi Hotels Private Limited
42 PAC Pharma Private Limited
43 Kram Infracon Private Limited
Companies mentioned at Sl.No.1 to 7 became an associate company in place of subsidiary w.e.f. 18.02.2017.
[c] Key Management Personnel, where transactions have taken place:
1 Shri Manoj Gaur, Executive Chairman & C.E.O.
2 Shri Sunil Kumar Sharma, Executive Vice Chairman
3 Shri Sarat Kumar Jain, Vice Chairman [till 06.06.2016]
4 Shri Sunny Gaur, Managing Director [Cement]
5 Shri Pankaj Gaur, Joint Managing Director [Construction]
6 Shri Ranvijay Singh, Whole time Director
7 Shri Rahul Kumar, Whole time Director & C.F.O.
8 Shri Shiva Dixit, Whole time Director [till 20.07.2015]
9 Shri Naveen Kumar Singh [relative of key management personnel]
Note: Related party relationships are as identified by the Company and relied upon by the Auditors.
Transactions carried out with related parties referred to above in ordinary course of business
[c] The Company has determined following reporting segment based on the information reviewed by the Company''s Chief Operating Decision Maker [CODM]:
[i] Construction Civil Engineering Construction/EPC Contracts/Expressway
[ii] Cement Manufacture and Sale of Cement and Clinker
[iii] Hotel/Hospitality Hotels, Golf Course, Resorts & Spa
[iv] Sports Events Sports related Events
[v] Real Estate Real Estate Development
[vi] Power Generation and Sale of Energy
[vii] Investments Investments in Subsidiaries and Joint Ventures for Cement, Power, Expressway, Sports etc.
[viii] Others Includes Coal Extraction, Waste Treatment Plant, Heavy Engineering Works,
Hitech Castings, Man Power Supply etc.
The above business segments have been identified considering - [i] the nature of product and services, [ii] the differing raises and returns, [iii] the internal organization and management structure and [iv] the internal financial reporting system.
Non-Current Assets for this purpose consists of property, plant and equipment, Capital Work in Progress and intangible assets including under development.
Revenue from Major Customers
The Company is not reliant on revenue from transaction of the any single external customer and does not receive 10% or more of the revenue from transaction with any single external customers.
[d] Segment Revenues, Operating Results, Assets and Liabilities include the amounts identifiable to each segment and amounts allocated on a reasonable basis.
[e] Segment Assets exclude Deferred Tax Asset. Segment Liabilities exclude Deferred Tax Liability.
Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. This is the case of unlisted equity shares and preference shares. The fair value of preference shares is determined using discounted cash flow analysis.
The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
There were no significant changes in the classification and no significant movements between the fair value hierarchy classifications of assets and liabilities during FY 2016-17.
(b) Valuation technique used to determine fair value (Level I)
Specific valuation technique used to value financial instruments include:
- the use of quoted market price or NAV declared
- the fair value of the remaining financial instruments is determined using the discounted cash flow analysis.
(c) Fair value measurements using significant unobservable inputs (Level 3)
The following table presents the changes in level 3 items for the period ended 31st March 2017 and 31st March 2016
(d) Fair value of financial assets and liabilities measured at amortized cost
The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents, bank balances are considered to be the same as their fair values.
The fair value for loans, security deposits are calculated based on cash flows discounted using weighted average cost of capital.
The fair value of noncurrent borrowings are based on discounted cash flows using a weighted average cost of capital. They are classified as level 3 fair value in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Note No."43"
Financial Risk Management
The Company''s activities expose it to market risk, liquidity risk and credit risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
(a) Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
(i) Credit risk management
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. Trade receivables, Loans and Other receivables are typically unsecured. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of the adoption of Ind AS 109, the Company uses ECL model to assess the impairment loss or gain. The Company uses a provision matrix to compute the ECL allowance for trade receivables and unbilled revenues. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies and the Company''s historical experience for customers.
Credit risk on cash and cash equivalents and bank balances is limited as the Company generally invest in deposits with bank. Investments primarily include investments in liquid mutual fund units, quoted and unquoted equity shares, preference shares and quoted bonds.
(b) Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due.
(i) Liquidity risk management
The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, bonds and finance lease. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits and other highly marketable debt investments with appropriate maturities to optimize the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
(c) Market Risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
(i) Foreign Currency Risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The company is exposed to foreign exchange risk arising from foreign currency borrowings [ECB]. Foreign currency risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the Company''s functional currency (INR). The risk is managed through a forecast of highly probable foreign currency cash flows.
Foreign Currency Risk Management
The Company''s risk management committee is responsible to frame, implement and monitor the risk management plant of the Company. The committee carry out risk assessment with regard to foreign exchange variances and suggests risk minimization procedures and implement the same.
Interest Rate Risk Management
The Company''s risk management committee ensures all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized, managed and critical risks when impact the achievement of the Company''s objective or threatens its existence are periodically reviewed.
(iii) Price Risk
The price risk for the company is risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Price Risk Management
To manage its price risk arising from investments, the Company diversifies its portfolios. Diversification of the portfolio is done in accordance with the limits set by the Company.
Price risk exposure
The Company''s exposure to price risk arises from investments held by the Company and classified in the balance sheet as fair value through profit or loss.
Note No."44"
Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The objective of the company''s capital management is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits other stakeholders and maintain an optimal capital structure to reduce the cost of capital. The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The company monitors capital structure using gearing ratio, which is net debt divided by total equity plus net debt. The company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.
(a) Provident Fund - Defined Contribution Plan
Employer''s Contribution to Provident and Pension Fund benefits Rs, 2720 Lakhs [31st March 2016 Rs, 2885 Lakhs] is recognized as an expense for the year
(b) Gratuity and Leave encashment - Defined Benefit Plans - Provision made as per actuarial valuation. The Company has a Trust namely Jaiprakash Associates Employees Gratuity Fund Trust to manage funds towards Gratuity Liability of the Company. SBI Life Insurance Company Limited and ICICI Prudential Life Insurance Company Limited have been appointed for management of the Trust Fund for the benefit of the employees.
NOTE No."48"
The Free-hold Land [Agricultural] purchased by the Company for Rs, 3 Lakhs measuring 7 Bighas at Rangpuri, New Delhi had been notified for acquisition U/s 4 & 6 of the Land Acquisition Act. The Company''s claim for compensation is pending for settlement.
NOTE No."49"
First-time adoption of Ind AS
These financial statements, for the year ended 31st March 2017, are the first financial statements the company has prepared under Ind AS. For periods up to and including the year ended 31st March 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31 March 2017, together with the comparative period data as at and for the year ended 31 March 2016, as described in the significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at 1st April 2015, the Company''s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1st April 2015 and the financial statements as at and for the year ended 31st March 2016.
The figures for the previous period have been restated, regrouped and reclassified wherever required to comply with the requirement of Ind AS and Schedule III.
[a] Mandatory Exceptions from retrospective application
The company has applied the following exceptions to the retrospective application of Ind AS as mandatorily required under Ind AS 101.
[i] The estimates at 1st April 2015 and at 31st March 2016 are consistent with those made for the same dates in accordance with Indian GAAP. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1st April 2015, the date of transition to Ind AS and as at 31st March 2016.
[ii] Classification and measurement of financial assets
The classification of financial assets is made on the basis of the facts and circumstances that existed on the date of transition to Ind AS.
[iii] Government loans
The Company has elected to apply the requirement of Ind AS 109 and Ind AS 20 retrospectively as all the required information needed had been obtained at the time of initially accounting of the loan.
[b] Optional Exemptions from retrospective application
[i] Business Combination
The Company has applied the exemption as provided in Ind AS 101 and not applied Ind AS 103 â"Business Combinations" for acquisitions of subsidiaries, or of interest in associates and joint venture and transactions which are considered business combinations for Ind AS, that occurred prior to the date of transition i.e. 1st April 2015. The carrying amounts of assets & liabilities in accordance with previous GAAP are considered as their deemed cost.
[ii] Deemed Cost
The Company has elected to measure all of its property, plant and equipment and intangible assets at the previous GAAP carrying value as its deemed cost on the date of transition to Ind AS.
[iii] Long Term Foreign Currency Monetary Items
The Company has elected to continue the policy of capitalizing exchange differences arising from translation of long term foreign currency monetary items.
[iv] Investments in subsidiaries, joint ventures and associates
The Company has elected to measure its investments in subsidiaries, joint ventures and associates at previous GAAP carrying value as its deemed cost on the date of transition to Ind AS.
Government Grant
Under Indian GAAP, interest free loans and VAT deferment loans from Government [Govt.] were disclosed as liability. Under Ind AS, such Govt. loans are required to be fair valued and Govt. Grant to be recognized.
Accordingly, Interest free loan and VAT deferment loans have been recognized at fair value. The difference between carrying value and fair value has been recognized as income from Government Grant over the period in which the company recognizes as expenses the related costs for which the grants are intended to compensate.
Compound financial instruments
The Company has issued Foreign Currency Convertible Bonds [FCCBs]. The FCCBs are convertible into equity shares at predetermined price at the option of bond holder. Under Indian GAAP, the FCCBs were recognized as liability. Under Ind AS, FCCBs are separated into liability and equity components based on the terms of the contract. Interest on liability component is recognized using the effective interest method.
II Defined benefit liabilities
Both under Indian GAAP and Ind AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, were charged to profit & loss. Under Ind AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income (OCI).
III Fair Valuation of Investments
Under Indian GAAP, the Company accounted for long term investments in unquoted and quoted equity shares as investment measured at cost less provision for diminution other than temporary in the value of investments.
Under Ind AS, the Group has designated investments (other than investment in subsidiaries, associates and joint ventures) as Fair Value through Profit & Loss (FVTPL) investments. Ind AS requires FVTPL investments to be measured at fair value. At the date of transition to Ind AS, difference between the instruments fair value and Indian GAAP carrying amount has been recognized in retained earnings and subsequently in the profit & loss for the year ended 31st March 2016.
Under Indian GAAP, the Company accounted for long term investments in preference shares of Group companies as investment measured at cost less provision for diminution other than temporary in the value of investments. Under Ind AS, the Company has designated those investments as FVTPL debt investments. Ind AS requires such debt instruments to be measured at fair value. At the date of transition to Ind AS, difference between the instruments fair value and the Indian GAAP carrying amount has been recognized in retained earnings.
Financial Guarantees
Under Indian GAAP, financial guarantees given for the assistances to group companies were disclosed as contingent liability. Under Ind AS, such financial guarantees are required to be recognized at fair value. Accordingly, the Company has fair valued these financial guarantees and recognized as deemed investment in subsidiaries, joint venture and associates. Corresponding liability has been created and recognized as Income over the period of guarantee as income from corporate guarantee.
IV Trade Receivables
Under Indian GAAP, the Company has created provision for impairment of receivables consists only in respect of specific amount for incurred losses. Under Ind AS, impairment allowance has been determined based on Expected Loss model (ECL).
Provisions
Under Indian GAAP, the Company has accounted for provisions, including long-term provision, at the undiscounted amount. In contrast, Ind AS 37 requires that where the effect of time value of money is material, the amount of provision should be the present value of the expenditures expected to be required to settle the obligation. The discount rate(s) should not reflect risks for which future cash flow estimates have been adjusted. Ind AS 37 also provides that where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognized as borrowing cost.
Security Deposits
Under Indian GAAP, interest free security deposits that are refundable in cash on completion of the lease term are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at fair value. Accordingly, the Company has fair valued these security deposits. Difference between the fair value and transaction value of the security deposits have been recognized as prepaid rent.
Property, Plant and Equipments
Lease arrangements were assessed and recognized as finance lease asset with corresponding finance lease obligation at the date of transition to Ind AS.
Prior Period Income and Expenses
Under Indian GAAP, prior period income / expenses were recognized in the current period as a result of errors or omissions in the preparation of financial statements of prior period. Under Ind AS, prior period income/ expenses shall be recognized in the relevant previous years and financial statements shall be restated for this purpose.
Sale of goods
Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit and loss. Discount on sales has been adjusted from sales under IND AS.
V Deferred tax
Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.
In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity.
NOTE No."11"
Jaiprakash Associates Limited (JAL) had awarded orders on Tecpro systems Limited (TSL) for various projects (Cement plant and Captive Power Plants) for supply, erection (only Churk Power Plant), Supervision of erection & commissioning, performance and testing of the Coal Handling Plants at Sidhi, chunar, Rewa, Churk, JP Super. However, TSL did not complete the entire work as per the terms & conditions of the contracts, and there were delays in design and engineering, Supply of Plant and Equipments for all these plants.
Due to these delays, an amount of Rs, 12,03,33,844/- is recoverable from TSL on account of liquidated damages and other miscellaneous recoveries. The total credit available in respective of books is Rs, 931 Lakhs and therefore a net amount of Rs,272 Lakhs is recoverable from TSL.
NOTE No."12"
The previous year figures have been regrouped/recast/rearranged wherever considered necessary to confirm to the current year''s classification.
NOTE No."13"
All the figures have been rounded off to the nearest lakh Rs,.
Mar 31, 2015
1. Issued, Subscribed and Paid-up Share Capital in number comprises of
Shares for consideration in cash 2,02,19,850 Equity Shares [Previous
Year 2,02,19,850] allotted under "Jaypee Employees Stock Purchase Scheme
2002"; 1,25,00,000 Equity Shares [Previous Year 1,25,00,000] allotted under
"Jaypee Employees Stock Purchase Scheme 2009";
20,16,23,717 Equity Shares [Previous Year 20,16,23,717] allotted for
cash on conversion of Foreign Currency Convertible Bonds;
1,00,00,000 Equity Shares [Previous Year 1,00,00,000] allotted for cash
to Promoters on Preferential Basis;
6,42,04,810 Equity Shares [Previous Year 6,42,04,810] allotted through
Qualified Institutional Placement as on 06.02.2013 and
21,33,73,416 Equity Shares allotted through Qualified Institutional
Placement as on 08.07.2014.
Shares for consideration other than cash
86,08,65,055 Equity Shares [Previous Year 86,08,65,055] allotted in
terms of the Scheme of Amalgamation effective from 11.03.2004;
12,43,78,825 Equity Shares [Previous Year 12,43,78,825] allotted in
terms of Scheme of Amalgamation effective from 22.08.2006;
21,80,10,985 Equity Shares [Previous Year 21,80,10,985] allotted
pursuant to Scheme of Amalgamation effective from 27.05.2009 and
70,72,80,317 Equity Shares [Previous Year 70,72,80,317] allotted as
Bonus Shares .
2. Terms / Rights
The Company has issued only one class of equity shares having a par
value of Rs, 2/- per share. Each holder of equity share is entitled to
one vote per share. Each share is entitled to equal dividend declared
by the Company and approved by the Share holders of the Company.
In the event of liquidation, each share carries equal rights and will
be entitled to receive equal amount per share out of the remaining
amount available with the Company after making preferential payments.
[b] Non Convertible Secured Debentures mentioned in Note 4.1[a] are
redeemable at value equal to the Face Value.
Non Convertible Debentures as stated in Note No. 4.1[a] above are
further secured by way of First Charge ranking pari passu with all the
lenders save and except AKA Export Finance Bank [Amount Outstanding as
at 31.03.2015 - Rs, 3198 Lakhs] having prior charge on specific Fixed
Assets, in favour of respective Debenture Trustees for the benefit of
all Debenture Holders, on all the movable and immovable Fixed Assets of
the company except Fixed assets pertaining to Wind Power Division, Real
Estate Division and Fixed assets specifically charged to State
Government /State Financial Institutions for availing interest free
loans etc. under various schemes framed by State Governments and any
other assets specifically charged. Further, the NCDs stated above
alongwith term loans specified in Sl. No.4.2(b) are also secured by way
of First Pari-Passu charge over Land of the Company admeasuring 588.42
acres forming part of Non- Core Area at Jaypee Sports City near F-1
Stadium, Special Development Zone (SDZ), Sector-25, Gautam Budh Nagar,
Uttar Pradesh & First Pari-Passu charge over Land admeasuring 166.96
Acres situated at Village Tappal, Kansera & Jahengarh, Aligarh, Uttar
Pradesh & Land admeasuring 167.23 Acres situated at Village Chagan and
Chhalesar, Agra, Uttar Pradesh, both land belonging to Jaypee Infratech
Limited.
security for the benefit of all lenders on all the movable and
immovable fixed assets of the Company except Fixed Assets pertaining to
Wind Power Division, Real Estate Division, Fixed Assets specifically
charged to State Government / State Financial Insitutions for availing
interest free loans etc., under various schemes framed by State
Governments and any other assets specifically charged. Further, these
Loans along with Debentures as mentioned in Sl No 4.1[c] are secured by
way of First Pari-Passu charge over Land of the Company admeasuring
588.42 acres forming part of Non- Core Area at Jaypee Sports City near
F-1 Stadium, Special Development Zone [SDZ], Sector-25, Gautam Budh
Nagar, Uttar Pradesh & First Pari-Passu charge over Land admeasuring
166.96 Acres situated at Village Tappal, Kansera & Jahengarh, Aligarh,
Uttar Pradesh & Land admeasuring 167.23 Acres situated at Village
Chagan and Chhalesar, Agra, Uttar Pradesh both land belonging to Jaypee
Infratech Limited. In addition to above.
(1) Term Loan of Rs, 40000 Lakhs sanctioned by IFCI Ltd., [at Sl. No.
55 above] is further secured by way of Exclusive Charge over 5.48 acres
of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ,
Sector 25, Gautam Budh Nagar, Uttar Pradesh.
(2) Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd. [at Sl.
No. 61 above] is further secured by way of (i) pari-passu charge on all
immovable properties admeasuring 100 acres of Land of Jaypee Infratech
Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh,
Uttar Pradesh together with all buildings and structures thereto and
all Plant & Machinery attached to the earth or permanently fastened to
anything attached to the earth, both present and future (ii) pledge of
18,93,16,882 equity shares of the Company held in various Trusts on
pari passu charge on basis with Rupee Term Loan of Rs, 130000 Lakhs
sanctioned by ICICI Bank Ltd. [at Sl. No. 8 above].
(3) Term Loan of Rs, 75000 Lakhs [at Sl.No.43 above] sanctioned by
State Bank of India is further secured by way of [i] exclusive charge
over 22.2078 acres of Commercial Land situated at Jaypee Sports City
near F1 Stadium, SDZ, Sector 25, Gautam Budh Nagar, Uttar Pradesh. [ii]
pledge of 10 crores equity shares of Jaypee Infratech Ltd., held by
Jaiprakash Associates Ltd. (iii) second pari passu charge on current
assets of the Company.
(4) Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd.(at
S.No. 63 & 64 above), is further secured by way of (i) pari-passu
charge (alongwith term loan specified at Sl.No. 4.2 [b] (2)) on all
immovable properties admeasuring 100 acres of Land of Jaypee Infratech
Ltd., situated at Village - Tappal, Tehsil - Khair, Distt. - Aligarh,
Uttar Pradesh (ii) Residual charge (subsequent to working lenders) by
way of hypothecation of the Borrower''s receivables (iii) Exclusive
charge on land admeasuring - 144.026 acres and 5.974 acres situated at
Village Aurangpur, U.P., 283.345 acres situated at Village Jaganpur,
Afjalpur, UP, 151.006 acres situated at Village Jirkanpur, Tehsil
Khair, Dist. Aligarh, U.P., all belonging to Jaypee Infratech Limited.
(5) Term Loan of Rs, 50000 Lakhs sanctioned by Canara Bank (at S.No. 66
above) is further secured by way of pari passu Charge over 25.007 acres
of Commercial Land situated at Jaypee Sports City near F1 Stadium, SDZ
Sector-25, Gautam Budh Nagar, Uttar Pradesh.
[c] Term Loans of Rs, 21300 Lakhs [Amount outstanding - Rs, 18933
Lakhs] sanctioned by Export Import Bank of India are secured by First
Charge ranking pari passu with all the lenders save and except AKA
Export Finance Bank [Amount Outstanding as at 31.03.2015 - Rs, 3198
Lakhs] having prior charge on specific Fixed Assets, in favour of Axis
Trustee Services Limited [Security Trustee], holding security for the
benefit of all lenders, on all the Movable Fixed Assets of the Company
except movable Fixed Assets pertaining to Wind Power Division, Real
Estate Division, Fixed Assets specifically charged to State Government
/ State Financial Insitutions for availing interest free loans etc.,
under various schemes framed by State Governments and any other assets
specifically charged.
[d] Term Loans sanctioned by ICICI Bank - Rs, 130000 Lakhs, Bank of
Maharastra - Rs, 30000 Lakhs, Canara Bank - Rs, 50000 Lakhs, Yes Bank
Ltd. - Rs, 20000 Lakhs, aggregating to Rs, 230000 Lakhs [Amount
outstanding Rs, 189911 Lakhs] together with all interest, liquidated
damages, premia on prepayment or on redemption, costs, expenses and
other monies, stipulated in the Loan Agreements are secured by way of
Subservient charge on all the fixed Assets of the company except the
fixed assets pertaining to Wind Power Division, Real Estate Division
and Fixed assets specifically charged to State Government /State
Financial Institutions for availing interest free loans etc. under
various schemes framed by State Governments. In addition to above.
(1) Term loan of Rs, 130000 Lakhs sanctioned by ICICI Bank is further
secured by way of (i) pledge of 18,93,16,882 equity shares of the
Company held in various Trusts on first pari passu charge on basis with
Rupee Term Loan of Rs, 150000 Lakhs sanctioned by ICICI Bank Ltd., (ii)
pledge of 7,50,000 - 11% Cumulative Preference Shares of Himalyan
Expressway Limited and (iii) pledge of 1,02,12,000 12% Preference
Shares of Jaypee Agra Vikas Ltd., owned by the Company.
(2) Term Loan of Rs, 50000 Lakhs sanctioned by Canara Bank is further
secured by way of pari-passu charge over 25.007 acres of Commercial
Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25,
Gautam Budh Nagar, Uttar Pradesh.
(3) Term Loan of Rs, 20000 Lakhs sanctioned by Yes Bank Ltd. is further
secured by way of exclusive charge over 11.3095 acres of Commercial
Land situated at Jaypee Sports City near F1 Stadium, SDZ Sector-25,
Gautam Budh Nagar, Uttar Pradesh.
[e] Term Loans sanctioned by SREI Rs, 1000 Lakhs [Amount outstanding
Rs, 805 Lakhs] & TATA Motors Finance Ltd. Rs, 342 Lakhs [Amount
Outstanding Rs, 303 Lakhs] together with all interest, liquidated
damages, premia on prepayment or on redemption, costs, expenses and
other monies, stipulated in the Loan Agreements secured by way of
exclusive charge over certain Equipments of the Company.
[f] Term Loans sanctioned by SREI - Rs, 9500 Lakhs [Amount outstanding
Rs, 5498 Lakhs] together with all interest, liquidated damages, premia
on prepayment or on redemption, costs, expenses and other monies,
stipulated in the Loan Agreements secured by way of exclusive charge on
specific movable Fixed Assets at Amelia Coal Block.
[g] Term Loans sanctioned by Axis Bank Ltd. Rs, 35000 Lakhs, The South
Indian Bank Rs, 10000 Lakhs and State Bank of Travancore Rs, 15000
Lakhs aggregating of Rs, 60000 Lakhs [Amount outstanding Rs, 52821
Lakhs] together with all interest, liquidated damages, premia on
prepayment or on redemption, costs, expenses and other monies,
stipulated in the Loan Agreements secured by way of (i) First Charge
ranking Pari Passu basis on 17.52 acres of Hotel & Commercial Land
purchased from Jaypee Infratech Ltd. in Village - Wazidpur, Sector
-129, Noida. Entire Sale consideration has been paid by the Company to
Jaypee Infratech Limited and (ii) First Charge ranking Pari Passu over
10 acres of Commercial Land of Jaypee Infratech Ltd. situated at Sector
- 128, Noida.
[h] External Commercial Borrowing of USD 27 Million and Yen 1030.27
Million availed [Amount outstanding USD 6.629 Million and Yen 284.551
Million equivalent to Rs, 5306 Lakhs] from ICICI Bank Ltd for setting
up of Wind Power Project in Maharashtra & Gujarat together with all
interest, liquidated damages, premia on prepayment or on redemption,
costs, expenses and other monies, stipulated in the Loan Agreements, is
secured by equitable mortgage of immovable properties and Hypothecation
of movable assets of Wind Power Project [present and future], save and
except book debts subject to prior charge on specified movables created
in favour of the Company''s Bankers for working Capital facilities.
[i] Term Loans sanctioned by Standard Chartered Bank Rs, 40000 Lakhs
and Rs, 45000 Lakhs [Amount outstanding Rs, 57100 Lakhs] are secured
against first charge ranking pari passu by way of equitable mortgage by
deposit of title deed over the land admeasuring 355.84 acres at Jaypee
Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally
secured by first charge ranking pari passu by way of Registered
mortgage over land of Jaypee Infratech Ltd. admeasuring 40.1735 acres
(residential 25.0040 acres and commercial 15.1695 acres) situated at
village Sultanpur, Noida, Uttar Pradesh and Village Wazidpur, Noida,
Uttar Pradesh. Out of the said 40.1735 acres of land, the Company has
entered into an "Agreement to Sell" with Jaypee Infratech Limited on
15.12.2009 for purchase of 15.1695 acres of commercial land and entire
sale consideration has been paid to Jaypee Infratech Limited.
[j] Term Loan sanctioned by HDFC Limited Rs, 45000 Lakhs [Amount
outstanding Rs, 33089 Lakhs] is secured against first & exclusive
charge by way of Registered Mortgage over (a) Leasehold property
admeasuring project land of 14.20 acres at Jaypee Greens which is part
and parcel of 452.26 acres of the integrated Township Jaypee Greens
Greater Noida, U.P. alongwith construction thereon both present and
future (b) Leasehold property admeasuring 38.20 acres at Noida, U.P.
designated for the construction of Kalyspo Court 1-10 (B-1), Kalyspo
Court 11,12,14,15,16 (B-3), imperial Court 1-3 (B-2) Pelican (PD-1 &
PD-2) in the integrated Township in the name and style of Wish Town,
Noida, U.P. The said land is registered in the name of Jaypee Infratech
Limited and entire sale consideration has been paid by the Company to
Jaypee Infratech Limited. and (c) First Charge on Project Land/FSI of
11,01,954 Sq. feet of B 10, Suncourt A & Town Centre Residential in
Jaypee Greens, Greater Noida with construction thereon, present and
future.
[k] Term Loan sanctioned by Standard Chartered Bank - Rs, 35000 Lakhs,
Allahabad Bank - Rs, 10000 Lakhs, Karur Vysya Bank - Rs, 5000 Lakhs,
The South Indian Bank - Rs, 10000 Lakhs and United Bank of India - Rs,
15000 Lakhs aggregating to Rs, 75000 Lakhs [Amount Outstanding - Rs,
71144 Lakhs] are secured by way of exclusive First Charge on pari-
passu basis over 65.0263 Acres of Commercial Land situated at Jaypee
Sports City near F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, U.P.
[l] Term Loan sanctioned by Yes Bank Ltd. - Rs, 52500 Lakhs [Amount
Outstanding - Rs, 52500 Lakhs] is secured by way of exclusive charge
over 18.02 acres of Commercial Land situated at Jaypee Sports City near
F1 Stadium, SDZ Sector-25, Gautam Budh Nagar, Uttar Pradesh.
[m] Term loans of Rs, 89500 Lakhs sanctioned [Outstanding Rs, 59915
Lakhs] SBLCs Rs, 32597 Lakhs [Outstanding Rs, 32597 Lakhs] and Bank
Guarantee Rs, 10000 Lakhs (Outstanding Rs, 10000 Lakhs) sanctioned by
Banks and IFCI Limited are secured by first charge ranking pari-passu
on all immovable and movable fixed assets pertaining to the core area
sports infrastructure project [both present and future] and second
pari-passu charge on all current assets including receivables
pertaining to the aforesaid sports infrastructure project, subject to
first charge of the working capital lenders (exclusive of SBLCs Rs,
32597 Lakhs).
[n] Term loan of Rs, 15,000 Lakhs [Outstanding Rs, 8,824 Lakhs]
sanctioned by ICICI Bank Limited is secured by mortgage of non core
area land admeasuring 25 Acres at Sector - 25, along Yamuna Expressway,
Gautam Buddh Nagar, second charge on all immovable & movable assets of
core area sports infrastructure project.
[o] Term loan of Rs, 25,000 Lakhs [Outstanding Rs, 23,437 Lakhs]
sanctioned by IndusInd Bank Limited, is secured by mortgage of non core
area land admeasuring 23.81 Acres at Sector - 25, along Yamuna
Expressway, Gautam Buddh Nagar, first pari-passu charge on 1.8329 Acres
Land [B-Type Building] at Jaypee Greens, Greater Noida and first charge
on all book debts / receivables pertaining to Real Estate business of
the Company on Land situated at Jaypee Sports City, SDZ, Sector 25,
Gautam Budh Nagar, Uttar Pradesh.
[p] Security includes security created / yet to be created.
[q] Outstanding amount of loans from Banks and Financial Institutions
included in current maturities of long term debts and unpaid debentures
[Refer Note No 10 - OTHER CURRENT LIABILITIES] as at 31.03.2015
includes principal overdues amounting to Rs, 47175 Lakhs and interest
accrued and due on borrowings & unpaid matured debentures includes
interest overdues amounting to Rs, 53813 Lakhs, both principal and
interest overdues pertain to the period January, 2015 to March, 2015.
[r] Loans at Sl. No. 5, 7, 10, 15, 25, 31, 32, 50, 55, & 60 in 4.2[a]
above are partly / fully paid before their respective due dates.
3. Loans from State Government :
[i] Interest Free Loans granted by U. P. Financial Corporation (UPFC)
under Audyogik Nivesh Protshahan Yojna Scheme at Grinding Unit in Tanda
(U.P.) are secured by way of First Charge on the Fixed Assets of the
above said Unit of the Company. The same is repayable on or before
completion of 10 years from the day on which it is received. Repayment
will commence from F.Y. 2016-17.
[ii] Interest free loan granted by Directorate of Industries, Panipat,
Haryana at Grinding Unit in Panipat (Haryana) is secured against Bank
Guarantee. The same is repayable on or before completion of 5 years
from the day on which it is received. Repayment has commenced from F.Y.
2014-15.
[iii] Interest Free Loans granted by Pradeshiya Industrial & Investment
Corporation Limited at Grinding Unit in Sikandrabad (U.P.) is secured
against Bank Guarantee. The same is repayable on or before completion
of 10 years from the day on which it is received. Repayment will
commence from F.Y. 2022-23.
4. Advances from Clients includes loan granted by Client for purchase
of Plant & Machinery for the Contract on Hypothecation of Construction
Material and Plant & Equipment.
5. Details of Foreign Currency Convertible Bonds (Unsecured) at Note
No.4[II]A are given as under :
The Company has issued 1,50,000, 5.75% Foreign Currency Convertible
Bonds [FCCB-2012] of USD 1,000 each aggregating to USD 150 Million at
par on 07.09.2012. These Bonds are convertible at the option of
bond-holders into equity shares of Rs, 2/- each fully paid at the
conversion price of Rs, 77.50 per share, subject to the terms of issue,
with a fixed rate of exchange of Rs, 55.67 equal to USD 1.00 at any
time on or after 18.10.2012 and prior to the close of business on
01.09.2017.
No conversion has taken place during F.Y. 2014-15 [Previous Year Nil].
Unless previously converted, the bonds are redeemable at maturity on
08.09.2017.
6. Jaypee Infratech Limited [subsidiary company] has provided a
letter of Comfort to ICICI Bank UK Plc [at Sl. No 2 above] and ICICI
Bank Canada [at Sl. No 3 above] for the financial assistance of GBP
34.84 Million [equivalent to USD 50 Million] and CAD 61.625 Million
[equivalent to USD 50 Million] respectively.
7. External Commercial Borrowing from State Bank of India, Hongkong
Branch [at Sl. No 4 above] has been secured by way of Corporate
Guarantee by Jaiprakash Power Ventures Ltd. [JPVL], a subsidiary
Company.
8. [i] Unsecured compulsorily convertible term loan of Rs, 25000 Lakhs
[Outstanding Rs, 25000 Lakhs] sanctioned by ICICI
Bank Limited is repayable on 16.08.2020. Jaypee Infratech Limited,
subsidiary company, has given an undertaking to ICICI Bank Limited to
exercise the option to purchase the outstanding amount of the said
facility after five years from the first drawdown date i.e. 17.08.2010
or on occurrence of the events as stipulated in the terms & conditions
of the sanction.
[ii] Unsecured Loan taken from Banks at Note No.4[II]C is Loan taken
from SIDBI in foreign currency [Amount Outstanding Rs, 13821 Lakhs
(Previous Year Rs, 19932 Lakhs)] repayable in 14 equal half yearly
installments from 30.06.12 to 30.12.18.
9. The Company accepted Fixed Deposit till 31.03.2014 under Fixed
Deposits Scheme from Public which are repayable in one year, two years
and three years. In accordance with relevant provisions of Companies
Act, 2013, the Company is repaying Fixed Deposits accepted from Public.
10. Deferred payment of Land is the amount payable to Yamuna Expressway
Industrial Development Authority [YEIDA] by way of half yearly
instalments for the land admeasuring 1085.3327 hectares [Inclusive of
99.9320 hectares for Village Development and Abadi Extension] allotted
to the Company. Lease Deeds in respect of 965.7390 hectares have been
executed and lease Deeds for the balance 19.6617 hectares are yet to be
executed, whereas land about 14.5993 hectares remains to be allotted.
Current maturities of long term debts includes principal overdue Rs,
6637 Lakhs and interest accrued and due on borrowings includes interest
overdues Rs, 4195 Lakhs payable to the Authority.
11. Secured Term Loans from Banks:
(i) Short Term Loan of Rs, 35000 Lakhs sanctioned by Axis Bank Limited
[Amount Outstanding Rs, 35000 Lakhs] is secured by way of (i) exclusive
charge over A-2 Building [5 Star Resort cum SPA] admeasuring 30813.0
Sq. Meters [7.603 Acres] land along with building constructed thereon
and other assets such as furniture and fixtures, equipments, machinery
- fixed and movable, structures and any other assets situated at Jaypee
Greens, Greater Noida, (ii) subservient charge on all movable Fixed
Assets and Current Assets of the Company.
(ii) Short Term Loan of Rs, 50000 Lakhs [Amount Outstanding Rs, 50000
Lakhs] sanctioned by Axis Bank Limited is secured by way of Corporate
Guarantee of UltraTech Cement Ltd.
(iii) Short Term Loan of Rs, 100000 Lakhs [Amount Outstanding Rs,
100000 Lakhs] sanctioned by State Bank of India is secured by way of
(i) exclusive charge over 57.13 acres of Land situated at Sector-25,
SDZ, Jaypee Sports City on Yamuna Expressway, Village - Aurangpur &
Gunpura, Tehsil-Sadar, Distt. - Gautam Budh Nagar, Uttar Pradesh (ii)
Charge/Lien to the extent of 1.50 times of the Loan Amount on an Escrow
Account with State Bank of India (iii) Subservient Charge on the Fixed
Assets of the Company except assets specifically charged to Lenders.
12. Working Capital Loans:
(i) The Working Capital facilities [Fund based - Rs, 500 Crores. and
Non Fund based - Rs, 4265 Crores.] sanctioned by the Consortium of 19
member Banks with Canara Bank, as Lead, are secured by way of first
charge ranking pari passu on Current Assets of the Company i.e.
Hypothecation of Stocks of Raw Materials, Work-in-Progress, Stock-
in-Process, Finished Goods, Stores & Spares and Book Debts and second
charge ranking pari passu on the Fixed Assets of the Company [except
Fixed Assets pertaining to Wind Power Division, Real Estate Division
and Fixed assets specifically charged to State Government /State
Financial Institutions for availing interest free loans etc.] and other
assets specifically charged on specific loans. Further IDBI Bank Ltd.
have converted their Non Fund Based Limits [within Consortium] into
Fund Based Limits to the extent of Rs, 38500 Lakhs [Amount Outstanding
Rs, 32678 Lakhs].
(ii) Working Capital facility include Pre Shipment Credit by Standard
Chartered Bank which is secured by way of first charge ranking pari
passu by way of equitable mortgage over the land admeasuring 355.84
acres at Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh along
with Term Loans sanctioned by Standard Chartered Bank Rs, 40000 Lakhs
and Rs, 45000 Lakhs [Amount outstanding Rs, 57100 Lakhs].
(iii) Working Capital facility also include Buyer''s Credit etc., to the
extent of Rs, 20056 Lakhs availed from Working Captial consortium
member Banks out of limit sanctioned to the Company and other Banks.
13. Bill Discounting from SIDBI is secured by way of residual charge on
current assets of the Company.
NOTE No. 14.
The Trusts are holding 18,93,16,882 Equity Shares [Previous Year
18,93,16,882] of Rs, 2/- of Jaiprakash Associates Limited, the sole
beneficiary of which is the Company. [The Market Value of Shares held
in Trusts is Rs, 46,951 Lakhs (Previous Year Rs, 1,01,663 Lakhs)]
NOTE No. 15.
All Investments are Non-trade Investments.
NOTE No. 16.
Since the Market Rate of Saket Project Limited was not available in any
of the Stock Exchanges, Market Value has been considered equivalent to
Face Value.
17. Term Deposits with Maturity more than twelve months includes Rs,
440 Lakhs [Previous Year Rs, 197 Lakhs] pledged as Guarantees / Margin
Money with Banks and Others.
18. Term Deposits with Original Maturity less than three months
includes Rs, 7 Lakhs [Previous Year Rs, 94 Lakhs] pledged as Guarantees
/ Margin Money with Banks and Others.
19. Term Deposits with Maturity less than twelve months includes Rs,
14527 Lakhs [Previous Year Rs, 14387 Lakhs] pledged as Guarantees /
Margin Money [including Rs, Nil Lakhs (Previous Year Rs, 345 Lakhs)
pledged as margin money for Performance Guarantees] with Banks and
Others.
20. Balances with Banks in Current Account in Foreign Currency
includes Iraqi Dinars 27,377 Million equivalent to Rs, 10 Lakhs which
are not available for use by the Company.
21. Term Deposits with Maturity less than twelve months includes Rs,
16000 Lakhs [Previous Year Rs, 16000 Lakhs] earmarked for repayment of
Public Deposits.
NOTE No.22.
A Pursuant to the Scheme sanctioned by Hon''ble High Court of Judicature
at Allahabad u/s Section 391/394 of the Companies Act,1956 on 14th
September, 2015, Jaypee Sports International Limited (100% subsidiary
of the Company, now Transferor Company) engaged in business of
development of Special Development Zone with sports as core activity
and development of Real Estate stand merged as going concern with the
company (Transferee Company). Accordingly, all Assets and Liabilities
of the above said Undertakings have been transferred w.e.f Appointed
date i.e. April 1st, 2014 and the Scheme has come into effect from 16th
October, 2015 on filing of the Scheme with the Registrar of Companies,
Kanpur.
With effect from the Appointed date, all the business undertakings,
assets, liabilities, rights and obligations of the Transferor Company
stood transferred to and vested in the Transferee Company in lieu of
shares so held by it in the Transferor Company. Upon the scheme
becoming effective, all the shares, both preference and equity,
beneficially held by the Transferee Company, stand cancelled.
As per the Scheme all the business and activities carried out are for
the benefit of and in trust for the Transferee Company from the
Appointed date. Thus, the profit or income accruing or arising to the
Transferor Company or expenditure or losses arising or incurred by them
from the Appointed date are treated as profit or income or expenditure
or loss as the case may be of the Transferee Company. The Scheme has
accordingly been given effect to in these accounts.
The Amalgamation has been accounted as per the "Purchase method" as
prescribed by Accounting Standard [AS 14] - Accounting for
Amalgamations issued by the Institute of Chartered Accountants of India
and as notified by the Companies (Accounting Standards) Rules, 2006.
Accordingly, the assets, liabilities and reserves of the Transferor
Company have been taken over at their fair values in accordance with
Para 36 to 39 of the said Accounting Standard and are detailed below:
The consideration is discharged in lieu of the shares so held by the
Company in the Transferor Company. B Debenture redemption reserve Rs,
2500 Lakhs, being a statutory reserve has been transferred from
Transferor Company, correspondingly debiting amalgamation adjustment
account. The same has been reversed on payment of debentures during the
year for which reserve was created by the Transferor Company.
Pursuant to sanction of the Scheme of Amalgamation:
Authorised Share Capital of the Company stands increased as under:
Equity Share Capital 16,094,000,000 Equity Shares of
Rs, 2/- each Preference Share Capital 28,120,000 Preference Shares of
Rs,100/- each In view of the aforesaid amalgamation effective from
01.04.2014, the figures for the current year are not comparable
with those of the previous year.
[b] Securities:
[i] 1,67,59,88,510 Equity Shares of Rs, 10/- each fully paid-up
[Previous Year 1,65,67,21,000 Equity Shares] of Jaiprakash Power
Ventures Limited [JPVL] are pledged as collateral security and has
given Non disposal undertaking of 10,21,89,000 Equity Shares of Rs,
10/- each [Previous Year 11,79,20,000 Equity Shares] for the financial
assistance granted by Lenders to JPVL for specific projects.
[ii] The Company has pledged 70,83,56,087 Equity Shares of Rs, 10/-
each fully paid-up [Previous Year 70,83,56,087 Equity Shares] of Jaypee
Infratech Limited (JIL) with IDBI Trusteeship Services Limited (ITSL)
(Trustee) held by the Company in favour of ITSL as collateral security
for the financial assistance to JIL. The Company has also given
Promoter support undertaking to IDBI led consortium loan. Outstanding
amount as at 31.03.2015 is Rs, 6,55,000 Lakhs.
[iii] 3,54,27,000 Equity Shares of Rs, 10/- each fully paid-up
[Previous Year 3,54,27,000 Equity Shares] of Himalyan Expressway
Limited [HEL] held by the Company are pledged as collateral security
for financial assistance granted by the Lenders to HEL.
[iv] Nil Equity Shares of Rs, 10/- each fully paid-up [Previous Year
15,20,00,000 Equity Shares] of Jaypee Sports International Limited
[JPSI] pledged as collateral security for financial assistance granted
to JPSI.
[v] 1,83,67,347 Equity Shares of Rs, 10/- each fully paid-up [Previous
Year 1,83,67,347 Equity Shares] of Madhya Pradesh Jaypee Minerals
Limited [MPJPML] pledged as collateral security for financial
assistance granted by the lenders to MPJPML.
Letter of Credit includes Rs, Nil (Previous Year Rs, 3710 Lakhs) given
on behalf of Subsidiaries/Joint Ventures/Associates.
[c] The Company has imported Capital Goods under Export Promotion
Capital Goods Scheme [EPCG], where-under the Company is required to
fulfill export obligation/deemed exports amounting to Rs, 24060 Lakhs
[Previous Year Rs, 24100 Lakhs]. The Liability amounting to Rs, 4775
Lakhs [Previous Year Rs, 4780 Lakhs] on account of custom duty may
arise alongwith interest @15% p.a., in the event of non-fulfillment of
export obligation.
[vi] 30,00,000 Equity Shares of Rs, 10/- each fully paid-up [Previous
Year 30,00,000 Equity Shares] of MP Jaypee Coal Limited [MPJCL] pledged
as collateral security for financial assistance granted by the lenders
to MPJCL.
[vii] 8,21,40,000 Equity Shares of Rs, 10/- each fully paid-up
[Previous Year 8,21,40,000 Equity Shares] of Jaypee Agra Vikas Limited
[JAVL] pledged as collateral security for financial assistance granted
by the lenders to JAVL.
[viii] The Company has executed non disposal undertaking for
12,00,00,000 Equity Shares [Previous Year 12,00,00,000 Equity Shares]
of Jaypee Infratech Limited held by the Company in favour of lenders as
collateral security for the financial assistance to Jaypee Fertilizers
& Industries Limited. Further, the Company has given first pari passu
charge on 1.85329 acres Land [B-Type Building] at Jaypee Greens,
Greater Noida for financial assistance to Jaypee Fertilizers &
Industries Limited and Jaypee Sports International Limited amounting to
Rs, 210 crores and Rs, Nil respectively [Previous Year Rs, 210 crores
and Rs, 250 crores respectively] by IndusInd Bank.
[ix] The Company has given Letter of Comfort to ICICI Bank for Non
Convertible Debentures issued by Jaiprakash Power Ventures Limited.
Value of debentures yet to be redeemed as at 31.03.2015 is Rs, 24513
Lakhs [Previous Year Rs, 73685 Lakhs].
[x] The Company has given Letter of Comfort to Banks for financial
assistance taken by Jaiprakash Power Ventures Limited. Outstanding
amount as at 31.03.2015 is Rs, 161927 Lakhs.
[xi] The Company has given Letter of Comfort for Non Convertible
Debentures issued by Jaypee Infratech Limited. Value of debentures yet
to be redeemed as at 31.03.2015 is Rs, 50000 Lakhs [Previous Year Rs,
50000 Lakhs].
[xii] The Company has given Letter of Comfort to SREI Infrastructure
Finance Limited for providing financial assistance to Himalyaputra
Aviation Limited. Outstanding amount as at 31.03.2015 is Rs, 1564 Lakhs
[Previous Year Rs, 1938 Lakhs].
[xiii] The Company has given shortfall undertaking to Banks for
providing financial assistance to Bhilai Jaypee Cement Limited.
Outstanding amount as at 31.03.2015 is Rs, 12,116 Lakhs [Previous Year
Rs, 24000 Lakhs].
[xiv] The Company has given shortfall undertaking to Banks & Financial
Institutions for Term Loan & Non Fund based Limit provided to Kanpur
Fertilizers & Cement Limited. Outstanding amount of loan as at
31.03.2015 is Rs, 52100 Lakhs [Previous Year Rs, 33125 Lakhs] and
outstanding amount of Non Fund based limit utilized as at 31.03.2015 is
Rs, 34333 Lakhs [Previous Year Rs, 32353 Lakhs].
[xv] The Company has given shortfall undertaking to Banks for providing
financial assistance to Jaypee Cement Corporation limited. Outstanding
amount as at 31.03.2015 is Rs, 11140 Lakhs [Previous Year Rs, 15000
Lakhs].
NOTE No.23
The Company has pledged Nil Equity Shares [Previous Year 20,35,000
Equity Shares] held in Delhi Gurgaon Super Connectivity Limited to
HUDCO as Security for Loans granted by Lenders to Delhi Gurgaon Super
Connectivity Limited.
NOTE No.24.
Letter of Credit facility taken from Axis Bank Limited - Rs, Nil Lakhs
[Previous Year Rs, 10000 Lakhs] is secured by way of Subservient charge
on the Current Assets of the company.
NOTE No.25.
In the opinion of Board of Directors, Assets other than Fixed Assets
and Non-Current Investments have a value on realisation in the ordinary
course of business at least equal to the amount at which they are
stated in the Balance Sheet.
[ii] Deferred Tax [Net Credit] amounting to Rs, 55325 Lakhs [Previous
Year (Net Credit) Rs, 11846 Lakhs] has been recognised in the Statement
of Profit & Loss for the year ended 31st March, 2015.
The above information is based on information available with the
Management
NOTE No.26.
In compliance of Accounting Standard-2, the Company has provided
liability of Excise Duty amounting to Rs, 1721 Lakhs [Previous Year Rs,
1173 Lakhs] on the stocks of Finished Goods lying at Works. However,
there is no impact on the profit for the current year.
The Excise Duty of Rs, 123 Lakhs [Previous Year Debit Rs, 1182 Lakhs]
related to difference between Closing and Opening Stock has been
credited in the Statement of Profit & Loss.
* Retention Money [Outstanding] is after adjusting amounts released
against furnishing of Bank Guarantees The above information is in
respect of Contracts entered into on or after 01.04.2003.
NOTE No. 27.
The External Commercial Borrowings [ECBs] outstanding as on 31.03.2015
of USD 32.50 million, USD 6.629 million, JPY 284.551 million, GBP 5.801
million, CAD 10.261 million and USD 140 million are hedged in respect
of coupon as well as repayment. JPY to USD leg for above said ECB of
JPY 284.551 million is unhedged.
Foreign Currency Convertible Bonds [2012] outstanding USD 110.40
million, Long Term Borrowings from Banks / Financial Institutions
outstanding Euro 20.20 million & USD 5.071 million and Short Term
Borrowings from Banks / Financial Institutions outstanding USD 31.600
million & Euro 0.50 million are unhedged as at 31.03.2015.
NOTE No.28.
The Scheme of Arrangement between Jaypee Cement Corporation Limited,
wholly owned subsidiary of the Company and Ultratech Cement Limited for
sale of Gujarat Cement Plant comprising an integrated 2.4. MTPA Cement
Plant at Kutch and 2.4 MTPA Cement Grinding Unit at Wanakbori has been
completed on 12th June, 2014. In terms of the Scheme, 1,41,637 equity
shares of Rs, 10/- each, fully paid up of Ultratech Cement Limited have
been allotted to the Company as per the Scheme of Arrangement for the
capital held by the Company in Jaypee Cement Corporation Limited.
NOTE No.29.
The Company has sold 74% stake (9,89,01,000 equity shares owned by it)
in the paid-up equity share capital of Bokaro Jaypee Cement Limited
(BoJCL) [a joint venture between the Company and Steel Authority of
India Ltd.] to M/s. Shri Rangam Securities & Holdings Limited, an
Associates / Affiliates of M/s Dalmia Cement (Bharat) Limited, for
overall consideration of Rs, 66756 Lakhs. Profit on said transaction
aggregating Rs, 48071 Lakhs has been included in Profit on sale of
non-current investments.
NOTE No 30.
(i) The Board of Directors have approved Implementation Agreement and
Scheme of Arrangement with UltraTech Cement Limited [UTCL] for transfer
of two of its Cement Plants with an aggregate grinding capacity of 4.9
Mn TPA and 180 MW Captive Thermal Power Plants at Bela and Sidhi in
Madhya Pradesh to UTCL.
The transaction is subject to the approval of Shareholders and
Creditors, sanction of the Scheme of Arrangement by the High Courts,
approval of the Competition Commission of India and all other Statutory
approvals. The Scheme have been approved by Shareholders and Creditors
in the Court convened meeting held on 16th May, 2015.
(ii) The Company has entered into a Business Transfer Agreement with
M/s Shree Cement Limited for sale of Company''s 1.5 MTPA Cement Grinding
Unit at Panipat, Haryana. The transaction has been consummated on 27th
April, 2015.
(iii) The carrying amount of assets and liabilities of the
discontinuing units [as mentioned in (i) to (ii) above] are Rs, 428365
Lakhs [Previous Year Rs, 452580 Lakhs] and Rs, 130593 Lakhs [Previous
Year Rs, 168453 Lakhs] respectively. The following statement shows the
revenue and expense of continuing and discontinuing operations:
NOTE No.31.
Related Parties disclosures, as required in terms of "Accounting
Standard [AS] 18" are given below:
Relationships
[a] Subsidiary Companies [including their subsidiaries]:
[i] Jaiprakash Power Ventures Limited
[ii] Jaypee Infratech Limited
[iii] Himalyan Expressway Limited
[iv] Jaypee Ganga Infrastructure Corporation Limited
[v] Jaypee Sports International Limited *
[vi] Jaypee Agra Vikas Limited
[vii] Jaypee Cement Corporation Limited
[viii] Jaypee Fertilizers & Industries Limited
[ix] Himalyaputra Aviation Limited
[x] Jaypee Assam Cement Limited
[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash
Power Ventures Limited]
[xii] Prayagraj Power Generation Company Limited [subsidiary of
Jaiprakash Power Ventures Limited]
[xiii] Jaypee Meghalaya Power Limited [subsidiary of Jaiprakash Power
Ventures Limited]
[xiv] Jaypee Health Care Limited [subsidiary of Jaypee Infratech
Limited]
[xv] Jaypee Cement Cricket (India) Limited [subsidiary of Jaypee Sports
International Limited *]
[xvi] Jaypee Cement Hockey (India) Limited [subsidiary of Jaypee Sports
International Limited *]
[xvii] Jaiprakash Agri Initiatives Company Limited [subsidiary of
Jaypee Cement Corporation Limited]
[xviii] Himachal Baspa Power Company Limited [w.e.f. 14.03.2014]
[subsidiary of Jaiprakash Power Ventures Limited]
[xix] Himachal Karcham Power Company Limited [w.e.f. 14.03.2014]
[subsidiary of Jaiprakash Power Ventures Limited]
* merged with the Company appointed date being 01.04.2014
[b] Joint Venture Subsidiaries :
[i] Bhilai Jaypee Cement Limited
[ii] Bokaro Jaypee Cement Limited [till 28.11.2014]
[iii] Gujarat Jaypee Cement & Infrastructure Limited
[iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[c] Associate Companies:
[i] Jaypee Infra Ventures [A Private Company with unlimited liability]
[ii] Jaypee Development Corporation Limited
[iii] Jaiprakash Kashmir Energy Limited
[iv] JIL Information Technology Limited
[v] Gaur & Nagi Limited
[vi] Indesign Enterprises Private Limited
[vii] Sonebhadra Minerals Private Limited
[viii] RPJ Minerals Private Limited
[ix] Tiger Hills Holiday Resort Private Limited
[x] Anvi Hotels Private Limited
[xi] Sarveshwari Stone Products Private Limited
[xii] Rock Solid Cement Limited
[xiii] Jaypee International Logistics Company Private Limited
[xiv] Jaypee Hotels Limited
[xv] Jaypee Mining Venture Private Limited
[xvi] Ceekay Estates Private Limited
[xvii] Jaiprakash Exports Private Limited
[xviii] Bhumi Estate Developers Private Limited
[xix] PAC Pharma Drugs and Chemicals Private Limited
[xx] Jaypee Technical Consultants Private Limited
[xxi] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture
Associate]
[xxii] Kanpur Fertilizers & Cement Limited [Joint Venture Associate]
[xxiii] Madhya Pradesh Jaypee Minerals Limited [Joint Venture
Associate]
[xxiv] MP Jaypee Coal Limited [Joint Venture Associate]
[xxv] MP Jaypee Coal Fields Limited [Joint Venture Associate]
[xxvi] Andhra Cements Limited
[xxvii] Milestone Home Finance Company Private Limited [till
12.03.2014]
[xxviii] Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited
Company]
[xxix] Think Different Enterprises Private Limited [w.e.f. 03.03.2015]
[xxx] Dixit Holdings Private Limited
[xxxi] iValue Advisors Private Limited
[xxxii] JC World Hospitality Pvt. Ltd.
[d] Key Management Personnel, where transactions have taken place:
[i] Shri Manoj Gaur, Executive Chairman & C.E.O.
[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
[iii] Shri Sarat Kumar Jain, Vice Chairman
[iv] Shri Sunny Gaur, Managing Director [Cement]
[v] Shri Pankaj Gaur, Joint Managing Director [Construction]
[vi] Shri Shyam Datt Nailwal, Director [Finance] [till 30.06.2014]
[vii] Shri Ranvijay Singh, Whole-time Director
[viii] Shri Rahul Kumar, Whole-time Director & C.F.O.
[ix] Shri Shiva Dixit, Whole-time Director [w.e.f. 27.05.14]
[e] Relatives of Key Management Personnel, where transactions have
taken place
[i] Shri Jaiprakash Gaur
[ii] Smt. Chandra Kala Gaur
[iii] Shri Nanak Chand Sharma
[iv] Shri Gyan Prakash Gaur
[v] Shri Suresh Kumar
[vi] Shri Pawan Kumar Jain
[vii] Shri Sameer Gaur
[viii] Smt Rita Dixit
[ix] Shri Sachin Gaur
[x] Shri Raj Kumar Singh
[xi] Shri Praveen Kumar Singh
[xii] Shri Naveen Kumar Singh
[xiii] Smt. Manju Sharma
[xiv] Smt. Nandita Gaur
[xv] Ms. Manika Gaur
[xvi] Shri Manu Bhaskar Gaur Note: Related party relationships are as
identified by the Company and relied upon by the Auditors.
[a] Segments have been identified in accordance with Accounting
Standards on Segmental Reporting [AS-17] taking into account the
organization structure as well as differential risk and returns of
these segments.
[b] Business segment has been disclosed as the primary segment.
[c] Types of Products and Services in each Business Segment:
[i] Construction Civil Engineering Construction/EPC
Contracts/Expressway
[ii] Cement Manufacture and Sale of Cement and Clinker
[iii] Hotel/Hospitality/Sports Hotels, Golf Course, Resorts, Spa and
Sports Event
[iv] Real Estate Real Estate Development
[v] Power Generation and Sale of Energy
[vi] Investments Investments in Subsidiaries and Joint Ventures for
Cement, Power, Expressway, Sports etc.
[vii] Others Includes Coal, Waste Treatment Plant, Heavy Engineering
Works, Hitech Castings, Man Power Supply etc.
[d] Segment Revenues, Operating Results, Assets and Liabilities include
the amounts identifiable to each segment and amounts allocated on a
reasonable basis.
[e] Segment Assets exclude Miscellaneous Expenditure & Deferred Tax
Asset. Segment Liabilities exclude Deferred Tax Liability.
NOTE No.32.
(a) Provident Fund - Defined Contribution Plan
All employees are entitled to Provident & Pension Fund benefits. Rs,
3076 Lakhs [Previous Year Rs, 3098 Lakhs] has been debited in the
Statement of Profit & Loss during the year.
(b) Gratuity and Leave encashment - Defined Benefit Plans - Provision
made as per actuarial valuation. The Company has a Trust namely
Jaiprakash Associates Employees Gratuity Fund Trust to manage funds
towards Gratuity Liability of the Company. SBI Life Insurance Company
Limited and ICICI Prudential Life Insurance Company Limited has been
appointed for management of the Trust Fund for the benefit of the
employees.
NOTE No.33
The Free-hold Land [Agricultural] purchased by the Company for Rs, 3
Lakhs measuring 7 Bighas at Rangpuri, New Delhi had been notified for
acquisition U/s 4 & 6 of the Land Acquisition Act. The Company''s claim
for compensation is pending for settlement.
NOTE No.34
The previous year figures have been regrouped/recast/rearranged
wherever considered necessary to conform to the current year''s
classification.
NOTE No.35.
All the figures have been rounded off to the nearest lakh Rs,.
2. Increase in Share Capital & Securities Premium is on account of
issue of shares through Qualified Institutional Placement. Increase in
Securities premium is net of expenses on issue of shares.
3. Direct Taxes paid are treated as arising from Operating Activities
and are not bifurcated between Investing and Financing activities.
4. During the year, Jaypee Cement Corporation Limited [JCCL]
[subsidiary Company] has allotted Preference Shares for Rs, 80,000
Lakhs [Previous Year Preference Shares for Rs, 1,20,000 Lakhs] against
the amount receivable from JCCL.
5. Finance Costs includes Premium paid on redemption of Debentures.
6. The Cash Flow Statement has been prepared under the indirect method
as set out in the Accounting Standard (AS - 3) "Cash Flow Statement".
7. Details of Discontinuing operations may be referred from Note
No."53" attached to the Balance Sheet.
8. The previous year figures have been regrouped/recast/rearranged
wherever considered necessary to conform to the current year''s
classification.
Mar 31, 2014
NOTE No."1" As at As at
Contingent Liability not provided
for in respect of: 31.03.2014 31.03.2013
Rs. LAKHS Rs. LAKHS
[a] Claims against the Company /
Disputed Liability [excluding Income
Tax] not 230,699 200,783
acknowledged as debts
The above includes VAT/Sales Tax
matter under Appeal to the extent
of Rs. 23200 Lakhs [Previous Year
Rs. 23488 Lakhs], Excise Tax matter
under Appeal to the extent of
Rs. 11259 Lakhs [Previous Year
Rs. 6658 Lakhs] and Entry Tax
matter under Appeal to the extent
of Rs. 40884 Lakhs [Previous
Year Rs. 36003 Lakhs]
Amount deposited under Protest 69,745 58,422
Bank Guarantee deposited under
Protest [included in (b) below] 20,738 19,181
[b] Outstanding amount of Bank
Guarantees 169,342 139,960
Margin Money deposited against the above 495 428
Bank Guarantee includes Bank Guarantee
for Rs. 30000 Lakhs [Previous Year
Rs. 31615 Lakhs] to Subsidiaries and also
includes Guarantee amounting to Rs.
25759 Lakhs [Previous Year Rs. 3278 Lakhs]
given to Banks and Others on behalf of
Subsidiaries/Joint Ventures/Associates.
[c] Income Tax Matters
[i] The Income Tax Assessments of the company have been completed upto
Assessment Year 2011-12. Tax value for matters under appeal is Rs. 6812
Lakhs for A.Y. 2011-12. Based on the decision of the Appellate
authorities and the interpretation of relevant tax provisions, the
Company has been legally advised that the additions made in the
assessments are likely to be deleted or substantially reduced. As at
31.03.2014 there is no outstanding tax demand against the Company.
[ii] The Company has received a demand of Rs. 131122 Lakhs towards TDS
assessment for the A.Y. 2006-07 to A.Y. 2013-14. The Company has filed
an appeal with Commissioner of Income Tax [Appeals] against the above
said demand. The Company has also filed an application U/s 154 of the
Income Tax Act for rectifying the mistakes apparent from records in the
demand order and the same will substantially reduce the demand. Based
on the advice of the Counsels and the interpretation of relevant tax
provisions, the Company believes it has strong grounds for success of
the appeal. Hence no provision is considered in the Financial
statements.
[d] The Competition Commission of India ("CCI") passed an order on 20th
June, 2012 imposing penalty on 11 cement manufacturers including the
Company, allegeing contravention of the provisions of the Competition
Act, 2002, and imposed a penalty of Rs. 132360 Lakhs on the Company.
The Company has filed an appeal against the said order before the
Competition Appellate Tribunal. The matter is currently pending before
the Competition Appellate Tribunal. However, the Competition Appellate
Tribunal has, by its orders dated September 13, 2012 and October 11,
2012, ordered that no coercive steps be taken against the Company for
recovery of the penalty imposed. As per directions of the Competition
Appellate Tribunal an amount of Rs. 13236 lakhs has been deposited which
will remain with them and not to be disbursed during the pendency of
the appeal. Based on the advice of the Counsels, as well as its own
assessment, the Company believes it has strong grounds for success of
the appeal. Hence no provision is considered in the Financial
statements.
[e] The Hon''ble High Court of Himachal Pradesh, vide order dated
04.05.2012, imposed damages of Rs. 10000 Lakhs holding certain
contraventions of the Water (Prevention & Control of Pollution ) Act,
1974 , Air (Prevention & Control of Pollution) Act, 1981 & Environment
Impact Assessment Notification in respect of the Company''s Cement plant
at Bagheri, Himachal Pradesh. The Company has filed Special Leave
Petition before the Hon''ble Supreme Court against the said Order which
is pending for disposal. As per directions of the Hon''ble Supreme Court
an amount of Rs. 5000 lakhs has been deposited with the State Government
which will remain with them and not to be disbursed during the pendency
of the appeal. Based on advice of the Counsels no provision is
considered in the Financial Statements.
NOTE No."2" Commitments:
[c] The Company has imported Capital Goods under Export Promotion
Capital Goods Scheme [EPCG], where-under the Company is required to
fulfill export obligation/deemed exports amounting to Rs. 24100 Lakhs
[Previous Year Rs. 24100 Lakhs] till 31.03.2015. The Liability amounting
to Rs. 4780 Lakhs [Previous Year Rs. 4780 Lakhs] on account of custom duty
may arise alongwith interest @15% p.a., in the event of non-fulfillment
of export obligation.
[b] Securities:
[i] 1,65,67,21,000 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 1,29,45,09,231 Equity Shares] of Jaiprakash Power Ventures Limited
[JPVL] are pledged as collateral security and has given Non disposal
undertaking of 11,79,20,000 Equity Shares of Rs. 10/- each for the
financial assistance granted by Lenders to JPVL for specific projects.
[ii] The Company has pledged 70,83,56,087 Equity Shares of Rs. 10/- each
fully paid-up [Previous Year 70,83,56,087 Equity Shares] of Jaypee
Infratech Limited (JIL) with IDBI Trusteeship Services Limited (ITSL)
(Trustee) of JIL held by the Company in favour of ITSL as collateral
security for the financial assistance to JIL.
[iii] 3,54,27,000 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 3,54,27,000 Equity Shares] of Himalyan Expressway Limited [HEL]
held by the Company are pledged as collateral security for financial
assistance granted by the Lenders to HEL.
[iv] 15,20,00,000 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 15,20,00,000 Equity Shares] of Jaypee Sports International Limited
[JPSI] pledged as collateral security for financial assistance granted
to JPSI on issuance of Compulsory Convertible Debentures.
[v] 1,83,67,347 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 64,28,571 Equity Shares] of Madhya Pradesh Jaypee Minerals Limited
[MPJPML] pledged as collateral security for financial assistance
granted by the lenders to MPJPML.
[vi] 30,00,000 Equity Shares of Rs. 10/- each fully paid-up of MP Jaypee
Coal Limited [MPJCL] pledged as collateral security for financial
assistance granted by the lenders to MPJCL.
[vii] 8,21,40,000 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 8,21,40,000 Equity Shares] of Jaypee Agra Vikas Limited [JAVL]
pledged as collateral security for financial assistance granted by the
lenders to JAVL.
[viii] The Company has executed non disposal undertaking for
12,00,00,000 Equity Shares [Previous Year 7,00,00,000 Equity Shares] of
Jaypee Infratech Limited held by the Company in favour of lenders as
collateral security for the financial assistance to Jaypee Fertilizers
& Industries Limited. Further, the Company has given first pari passu
charge on 1.85329 acres Land [B-Type Building] at Jaypee Greens,
Greater Noida for financial assistance to Jaypee Fertilizers &
Industries Limited and Jaypee Sports International Limited amounting to
Rs. 210 crores and Rs. 250 crores respectively by IndusInd Bank.
[ix] The Company has given Letter of Comfort to ICICI Bank for Non
Convertible Debentures amounting Rs. 73685 Lakhs [Previous Year Rs. 98259
Lakhs] issued by Jaiprakash Power Ventures Limited.
[x] The Company has given Letter of Comfort for Non Convertible
Debentures amounting Rs. 50000 Lakhs [Previous Year Rs. 50000 Lakhs] issued
by Jaypee Infratech Limited.
[xi] The Company has given Letter of Comfort to SREI Infrastructure
Finance Limited for Rs. 1938 Lakhs [Previous Year Rs. 2371 Lakhs] for
providing financial assistance to Himalyaputra Aviation Limited
[xii] The Company has given shortfall undertaking to Banks amounting Rs.
24000 Lakhs [Previous Year Rs. 34000 Lakhs] for providing financial
assistance to Bhilai Jaypee Cement Limited.
[xiii] The Company has given shortfall undertaking to ICICI Bank and
State Bank of India for Term Loan amounting Rs. 33125 Lakhs [Previous
Year Rs. 30000 Lakhs] & Non Fund based Limit utilized for Rs. 77000 Lakhs
[Previous Year Rs. 10000 Lakhs] provided by ICICI Bank to Kanpur
Fertilizers & Cement Limited.
NOTE No."3"
The Company has pledged 20,35,000 Equity Shares [Previous Year
20,35,000 Equity Shares] held in Delhi Gurgaon Super Connectivity
Limited to HUDCO as Security for Loans granted by Lenders to Delhi
Gurgaon Super Connectivity Limited.
NOTE No."4"
Letter of Credit facility taken from Axis Bank Limited - Rs. 10000 Lakhs
[Previous Year Rs. 10000 Lakhs] is secured by way of Subservient charge
on the Current Assets of the company.
NOTE No."5"
In the opinion of Board of Directors, Assets other than Fixed Assets
and Non-Current Investments have a value on realisation in the ordinary
course of business at least equal to the amount at which they are
stated in the Balance Sheet.
NOTE No."6"
Other Payables shown under the head "Other Current Liabilities" include
Book Overdraft of Rs. 112 Lakhs [Previous Year Rs. 1220 Lakhs].
NOTE No."7"
In compliance of Accounting Standard-2 [Revised], the Company has
provided liability of Excise Duty amounting to Rs. 1173 Lakhs [Previous
Year Rs. 2130 Lakhs] on the stocks of Finished Goods lying at Works.
However, there is no impact on the profit for the current year.
The Excise Duty of Rs. 1182 Lakhs [Previous Year Debit Rs. 1164 Lakhs]
related to difference between Closing and Opening Stock has been
credited in the Statement of Profit & Loss.
NOTE No."8"
The External Commercial Borrowings [ECBs] outstanding as on 31.03.2014
of USD 32.50 million, USD 9.52 million, JPY 408.84 million, GBP 17.42
million, CAD 30.81 million and USD 150 million are hedged in respect of
coupon as well as repayment. Hedging of JPY to USD in respect of JPY
408.84 million yet to be done.
As on 31.03.2014, the Company has outstanding exposure of USD 110.40
million [unhedged] against Foreign Currency Convertible Bonds [2012].
NOTE No."9"
Related Parties disclosures, as required in terms of "Accounting
Standard [AS] 18" are given below:
Relationships
[a] Subsidiary Companies [including their subsidiaries]:
[i] Jaiprakash Power Ventures Limited
[ii] Jaypee Infratech Limited
[iii] Himalyan Expressway Limited
[iv] Jaypee Ganga Infrastructure Corporation Limited
[v] Jaypee Sports International Limited
[vi] Jaypee Agra Vikas Limited
[vii] Jaypee Cement Corporation Limited
[viii] Jaypee Fertilizers & Industries Limited
[ix] Himalyaputra Aviation Limited
[x] Jaypee Assam Cement Limited
[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash
Power Ventures Limited]
[xii] Prayagraj Power Generation Company Limited [subsidiary of
Jaiprakash Power Ventures Limited]
[xiii] Jaypee Meghalaya Power Limited [subsidiary of Jaiprakash Power
Ventures Limited]
[xiv] Jaypee Health Care Limited [w.e.f. 30.10.2012] [subsidiary of
Jaypee Infratech Limited]
[xv] Jaypee Cement Cricket (India) Limited [w.e.f. 20.10.2012]
[subsidiary of Jaypee Sports International Limited]
[xvi] Jaypee Cement Hockey (India) Limited [w.e.f. 05.11.2012]
[subsidiary of Jaypee Sports International Limited]
[xvii] Jaypee Agri Initiatives Company Limited [w.e.f. 25.03.2013]
[subsidiary of Jaypee Cement Corporation Limited]
[xviii] Himachal Baspa Power Company Limited [w.e.f. 14.03.2014]
[subsidiary of Jaiprakash Power Ventures Limited]
[xix] Himachal Karcham Power Company Limited [w.e.f. 14.03.2014]
[subsidiary of Jaiprakash Power Ventures Limited]
[b] Joint Venture Subsidiaries :
[i] Bhilai Jaypee Cement Limited
[ii] Bokaro Jaypee Cement Limited
[iii] Gujarat Jaypee Cement & Infrastructure Limited
[iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[c] Associate Companies:
[i] Jaypee Infra Ventures [A Private Company with unlimited liability]
[ii] Jaypee Development Corporation Limited
[iii] Jaiprakash Kashmir Energy Limited
[iv] JIL Information Technology Limited
[v] Gaur & Nagi Limited
[vi] Indesign Enterprises Private Limited
[vii] Sonebhadra Minerals Private Limited
[viii] RPJ Minerals Private Limited
[ix] Jaiprakash Agri Initiatives Company Limited [till 24.03.2013]
[x] Tiger Hills Holiday Resort Private Limited
[xi] Anvi Hotels Private Limited
[xii] Sarveshwari Stone Products Private Limited
[xiii] Rock Solid Cement Limited
[xiv] Jaypee International Logistics Company Private Limited
[xv] Jaypee Hotels Limited
[xvi] Jaypee Mining Venture Private Limited
[xvii] Ceekay Estates Private Limited
[xviii] Jaiprakash Exports Private Limited
[xix] Bhumi Estate Developers Private Limited
[xx] PAC Pharma Drugs and Chemicals Private Limited
[xxi] Jaypee Technical Consultants Private Limited
[xxii] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture]
[xxiii] Kanpur Fertilizers & Cement Limited [Joint Venture]
[xxiv] Madhya Pradesh Jaypee Minerals Limited [Joint Venture]
[xxv] MP Jaypee Coal Limited [Joint Venture]
[xxvi] MP Jaypee Coal Fields Limited [Joint Venture]
[xxvii] Andhra Cements Limited
[xxviii] Milestone Home Finance Company Private Limited [w.e.f.
28.09.2012 & upto 12.03.2014]
[xxix] Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited
Company] [w.e.f. 12.06.2012]
[d] Key Management Personnel, where transactions have taken place: [i]
Shri Manoj Gaur, Executive Chairman & C.E.O.
[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
[iii] Shri Sarat Kumar Jain, Vice Chairman
[iv] Shri Sunny Gaur, Managing Director [Cement]
[v] Shri Pankaj Gaur, Joint Managing Director [Construction]
[vi] Shri Shyam Datt Nailwal, Director [Finance]
[vii] Shri Ranvijay Singh, Whole time Director
[viii] Shri Ravindra Kumar Singh, Whole time Director till 14.10.2012
[ix] Shri Rahul Kumar, Whole time Director & C.F.O.
[e] Relatives of Key Management Personnel, where transactions have
taken place [i] Shri Jaiprakash Gaur
[ii] Shri Nanak Chand Sharma [iii] Shri Gyan Prakash Gaur [iv] Shri
Suresh Kumar [v] Shri Pawan Kumar Jain [vi] Shri Sameer Gaur [vii] Smt
Rita Dixit [viii] Shri Sachin Gaur [ix] Shri Raj Kumar Singh [x] Shri
Praveen Kumar Singh [xi] Shri Naveen Kumar Singh [xii] Smt. Manju
Sharma [xiii] Smt Neha Goyal
Note: Related party relationships are as identified by the Company and
relied upon by the Auditors.
NOTE No."10"
(a) Provident Fund - Defined Contribution Plan
All employees are entitled to Provident Fund benefits. Rs. 3098 Lakhs
[Previous Year Rs. 3014 Lakhs] has been debited in the Statement of
Profit & Loss during the year.
(b) Gratuity and Leave encashment - Defined Benefit Plans - Provision
made as per actuarial valuation. The Company has a Trust namely
Jaiprakash Associates Employees Gratuity Fund Trust to manage funds
towards Gratuity Liability of the Company. SBI Life Insurance Company
Limited and ICICI Prudential Life Insurance Company Limited has been
appointed for management of the Trust Fund for the benefit of the
employees.
NOTE No."11"
The Free-hold Land [Agricultural] purchased by the Company for Rs. 3
Lakhs measuring 7 Bighas at Rangpuri, New Delhi had been notified for
acquisition U/s 4 & 6 of the Land Acquisition Act. The Company''s claim
for compensation is pending for settlement.
NOTE No."12"
The Company has signed Agreement for sale of 74% stake (9,89,01,000
equity shares owned by it) in the paid-up equity share capital of
Bokaro Jaypee Cement Limited (BOJCL) [a joint venture between the
Company and Steel Authority of India Ltd (SAIL)] to M/s. Dalmia Cement
(Bharat) Limited or any of its Associates / Affiliates. The above stake
sale is subject to the approval of SAIL and such other approvals, as
may be necessary from lenders of BoJCL and concerned authorities. The
consideration for the transaction works out to approximately Rs. 69.74
per share.
NOTE No."13"
Figures for the previous year have been regrouped/recast/rearranged
wherever considered necessary to conform to this year''s classification.
NOTE No."14"
All the figures have been rounded off to the nearest lakh Rs.
Mar 31, 2013
1.1 Issued, Subscribed and Paid-up Share Capital in number comprises of
Shares for consideration in cash 20,219,850 Equity Shares [Previous
Year 2,02,19,850] allotted under "Jaypee Employees Stock Purchase
Scheme 2002";
12,500,000 Equity Shares [Previous Year 1,25,00,000] allotted under
"Jaypee Employees Stock Purchase Scheme 2009";
201,623,717 Equity Shares [Previous Year 17,31,78,150] allotted on
conversion of Foreign Currency Convertible Bonds;
10,000,000 Equity Shares [Previous Year 1,00,00,000] allotted to
Promoters on Preferential Basis and 64,204,810 Equity Shares allotted
through Qualified Institutional Placement as on 06.02.2013.
Shares for consideration other than cash
860,865,055 Equity Shares [Previous Year 86,08,65,055] allotted in
terms of the Scheme of Amalgamation effec- tive from 11.03.2004;
124,378,825 Equity Shares [Previous Year 12,43,78,825] allotted in
terms of Scheme of Amalgamation effective from 22.08.2006;
218,010,985 Equity Shares [Previous Year 21,80,10,985] allotted
pursuant to Scheme of Amalgamation effective from 27.05.2009 and
707,280,317 Equity Shares [Previous Year 70,72,80,317] allotted as
Bonus Shares .
2.1 Loans from State Government includes :
[i] Interest Free Loans granted by U.P.Financial Corporation (UPFC)
under Audyogik Nivesh Protshahan Yojna Scheme at Grinding Unit in Tanda
(U.P.) are secured by way of First Charge on the Fixed Assets of the
respective Unit of the Company. The same is repayable on or before
completion of 10 years from the day on which it is received. Repayment
will commence from F.Y. 2016-17.
[ii] Interest free loan granted by DIC, Panipat, Haryana at Grinding
Unit in Panipat (Haryana) is secured against Bank Guarantee. The same
is repayable on or before completion of 5 years from the day on which
it is received. Repayment will commence from F.Y. 2014-15.
[iii] Interest Free Loans granted by Pradeshiya Industrial & Investment
Corporation Limited at Grinding Unit in Sikandrabad (U.P.) is secured
against Bank Guarantee. The same is repayable on or before completion
of 10 years from the day on which it is received. Repayment will
commence from F.Y. 2022-23.
2.2 Advances from Clients includes loan granted by Client for purchase
of Plant & Machinery for the Contract on Hypothecation of Construction
Material and Plant & Equipment.
2.3 Details of Foreign Currency Convertible Bonds (Unsecured) at Note
No.4[II]A are given as under :
[a] The Company has issued 1,50,000, 5.75% Foreign Currency Convertible
Bonds [FCCB-2012] of USD 1,000 each aggregating to USD 150 Million at
par on 07.09.2012. These Bonds are convertible at the option of bond-
holders into equity shares of Rs. 2/- each fully paid at the conversion
price of Rs. 77.50 per share, subject to the terms of issue, with a
fixed rate of exchange of Rs. 55.67 equal to USD 1.00 at any time on or
after 18.10.2012 and prior to the close of business on 01.09.2017.
During the Current Financial Year 39,600 FCCBs of USD 1,000 each
aggregating to USD 39.60 Million were converted into 2,84,45,567 Equity
Shares of Rs. 2/- each.
Unless previously converted, the bonds are redeemable at maturity on
08.09.2017.
[b] The Company had issued 1,65,000 0.50% Foreign Currency Convertible
Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165 Million at
par on 09.03.2006. Unless previously converted, the bonds are
redeemable at maturity on 09.03.2013 at a premium of 32.071 %.
FCCBs of Euro 0.255 Million were outstanding as on 31.03.2012. No
conversion has taken place during F.Y. 2012-13. FCCBs aggregating Euro
0.255 million were redeemed on the due date alongwith the Redemption
Premium amounting Euro 0.80 million.
[c] The Company had issued 4,00,000 Zero Coupon Foreign Currency
Convertible Bonds [FCCB-III] of USD 1000 each aggregating to USD 400
Million at par on 11.09.2007. Unless previously converted, the bonds
are redeemable at maturity on 12.09.2012 at a premium of 47.701 %.
FCCBs of USD 354.475 Million were outstanding as on 31.03.2012. No
conversion has taken place during F.Y. 2012-13. FCCBs aggregating USD
354.475 million were redeemed on the due date alongwith the Redemption
Premium amounting USD 169.09 million.
2.3.1 Jaypee Infratech Limited has provided a letter of Comfort to
ICICI Bank UK Plc [at Sl. No 2 above] and ICICI Bank Canada [at Sl. No
3 above] for the financial assistance of GBP 34.84 Million [equivalent
to USD 50 Million] and CAD 61.625 Million [equivalent to USD 50
Million] respectively.
2.3.2 External Commercial Borrowing from State Bank of India, Hongkong
Branch [at Sl. No 4 above] has been secured by way of Corporate
Guarantee by Jaiprakash Power Ventures Ltd. [JPVL], a subsidiary
Company and Pledge of 10 Crores Equity Shares of Rs. 2/- each of JPVL
held in JPVL Trust, beneficial owner of the trust being JPVL.
2.4 Unsecured Loan taken from Banks at Note No.4[II]C is Loan taken
from SIDBI in foreign currency [Amount Outstanding Rs. 21295 Lakhs]
repayable in 14 equal half yearly installments from 30.06.12 to
30.12.18.
2.5 The Company accepts Fixed Deposit under Fixed Deposits Scheme from
Public which are repayable in one year, two years and three years.
3.1 Secured Term Loans from Banks includes:
(i) Working Capital Demand Loan of Rs. 10000 Lakhs availed from Axis
Bank Limited secured by way of Subservient and Subsequent Charge over
the Current Assets of the Company.
(ii) Short-term Loan of Rs. 200 Lakhs availed from Union Bank of India
is secured against Fixed Deposits with the Bank.
(iii) Short-term Loan of Rs. 200 Lakhs availed from Oriental Bank of
Commerce is secured against Fixed Deposits with the Bank.
3.2 The Working Capital facilities [both Fund and Non Fund] availed
from the Consortium member Banks with Canara Bank, as Lead, are secured
by way of first charge ranking pari passu on Current Assets i.e.
Hypothecation of Stocks of Raw Materials, Work-in-Progress,
Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and
2nd charge on the Fixed Assets of the Company [except pertaining to
Wind Power, Real Estate Division and Fixed assets specifi- cally
charged to State Government /State Financial Institutions for availing
interest free loans etc., and other assets specifically charged on
specific loans.
NOTE No. "4.1"
The Trusts are holding shares of 18,93,16,882 Equity Shares [Previous
Year 18,93,16,882] of Rs. 2/- of Jaiprakash Associates Limited, the
sole beneficiary of which is the Company. [The Market Value of Shares
held in Trusts is Rs. 1,23,908 Lakhs (Previous Year Rs. 1,54,672
Lakhs)]
NOTE No. "4.2"
All Investments are Non-trade Investments.
NOTE No. "4.3"
Since the Market Rate of Saket Project Limited was not available in any
of the Stock Exchanges, Market Value has been considered equivalent to
Face Value.
"5.1" Fixed Deposit of Rs. 1750 Lakhs [Previous Year Rs. 1579 Lakhs)
pledged as Margin Money including Rs. 274 Lakhs [Previous Year Rs. 708
Lakhs] pledged as Performance Guarantees] with Banks and Others.
"5.2"Cash-on-hand and Balances with Non Scheduled Banks in Foreign
Currency includes Iraqi Dinars 27,377 Million equivalent to Rs. 10
Lakhs which are not available for use by the Company.
"5.3" Fixed Deposit with Banks include Rs. 4032 Lakhs [Previous Year
Rs. 4566 Lakhs] with original maturity of more than 12 months.
"5.4" Fixed Deposits includes Rs. 19100 Lakhs [Previous Year Rs. 8500
Lakhs] earmarked for repayment of Public Deposits.
NOTE No."6"
The Company has pledged 20,35,000 Equity Shares [Previous Year
20,35,000 Equity Shares] held in Delhi Gurgaon Super Connectivity
Limited to HUDCO as Security for Loans granted by Lenders to Delhi
Gurgaon Super Connectivity Limited.
NOTE No."7"
Letter of Credit facility taken from Axis Bank Limited - Rs. 10000
Lakhs [Previous Year Rs.10000 Lakhs] is secured by way of Subservient
charge on the Current Assets of the company.
NOTE No."8"
In the opinion of Board of Directors, Assets other than Fixed Assets
and Non-Current Investments have a value on realisation in the ordinary
course of business at least equal to the amount at which they are
stated in the Balance Sheet.
NOTE No."9"
During the year, the Company has issued 6,42,04,810 Equity Shares of
Rs. 2/- each at an issue price of Rs. 83/- per share to Qualified
Institutional Buyers. The Company received Rs. 53290 Lakhs through the
said Qualified Institutional Placement.
NOTE No."10"
Other Payables shown under the head "Other Current Liabilities" include
Book Overdraft of Rs. 1220 Lakhs [Previous Year Rs. 1701 Lakhs].
NOTE No."11"
Disclosure as required under Notification No.G.S.R.719 [E] dated 16th
November, 2007 issued by the Department of Corporate Affairs [as
certified by the Management]:
NOTE No."12"
Balances of some of the Trade Receivables, Trade Payables, Loans &
Advances are subject to reconciliation / confirmation from the
respective parties. The Management does not expect any material
difference affecting the Financial Statements for the year.
NOTE No."13"
In compliance of Accounting Standard-2 [Revised], the Company has
provided liability of Excise Duty amounting to Rs. 2130 Lakhs [Previous
Year Rs. 1412 Lakhs] on the stocks of Finished Goods lying at Works.
However, there is no impact on the profit for the current year.
The Excise Duty of Rs. (1981 Lakhs) [Previous Year Rs. 2590 Lakhs]
related to difference between Closing and Opening Stock has been
debited in the Statement of Profit & Loss.
NOTE No."14"
The External Commercial Borrowings [ECBs] outstanding as on 31.03.2013
of JPY 5850 million , USD 32.50 million, USD 12.42 million, JPY 533.12
million, GBP 29.03 million, CAD 51.35 million and USD 150 million are
hedged in respect of coupon as well as repayment. Hedging of JPY to USD
in respect of JPY 533.12 million yet to be done.
As on 31.03.2013, the Company has outstanding exposure of USD 110.40
million [unhedged] against Foreign Currency Convertible Bonds [2012].
NOTE No."15"
Related Parties disclosures, as required in terms of "Accounting
Standard [AS] 18" are given below:
Relationships
[a] Subsidiary Companies [including their subsidiaries]:
[i] Jaiprakash Power Ventures Limited
[ii] Jaypee Infratech Limited
[iii] Himalyan Expressway Limited
[iv] Jaypee Ganga Infrastructure Corporation Limited
[v] Jaypee Sports International Limited
[vi] Jaypee Agra Vikas Limited
[vii] Jaypee Cement Corporation Limited
[viii] Jaypee Fertilizers & Industries Limited
[ix] Himalyaputra Aviation Limited [w.e.f. 23.07.2011]
[x] Jaypee Assam Cement Limited [w.e.f. 10.11.2011]
[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash
Power Ventures Limited]
[xii] Prayagraj Power Generation Company Limited [subsidiary of
Jaiprakash Power Ventures Limited]
[xiii] Jaypee Meghalaya Power Limited [subsidiary of Jaiprakash Power
Ventures Limited]
[xiv] Jaypee Health Care Limited [w.e.f. 30.10.2012] [subsidiary of
Jaypee Infratech Limited]
[xv] Jaypee Cement Cricket (India) Limited [w.e.f. 20.10.2012]
[subsidiary of Jaypee Sports International Limited]
[xvi] Jaypee Cement Hockey (India) Limited [w.e.f. 05.11.2012]
[subsidiary of Jaypee Sports International Limited]
[xvii] Jaiprakash Agri Initiatives Company Limited [w.e.f. 25.03.2013]
[subsidiary of Jaypee Cement Corporation Limited]
[b] Joint Venture Subsidiaries :
[i] Bhilai Jaypee Cement Limited
[ii] Bokaro Jaypee Cement Limited
[iii] Gujarat Jaypee Cement & Infrastructure Limited
[iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[c] Associate Companies:
[i] Jaypee Infra Ventures [A Private Company with unlimited liability]
[ii] Jaypee Development Corporation Limited
[iii] Jaiprakash Kashmir Energy Limited
[iv] JIL Information Technology Limited
[v] Gaur & Nagi Limited
[vi] Indesign Enterprises Private Limited
[vii] Sonebhadra Minerals Private Limited
[viii] RPJ Minerals Private Limited
[ix] Jaiprakash Agri Initiatives Company Limited [till 24.03.2013]
[x] Tiger Hills Holiday Resort Private Limited
[xi] Anvi Hotels Private Limited
[xii] Sarveshwari Stone Products Private Limited
[xiii] Rock Solid Cement Limited
[xiv] Jaypee International Logistics Company Private Limited
[xv] Jaypee Hotels Limited
[xvi] Jaypee Mining Venture Private Limited
[xvii] Ceekay Estates Private Limited
[xviii] Jaiprakash Exports Private Limited
[xix] Bhumi Estate Developers Private Limited
[xx] PAC Pharma Drugs and Chemicals Private Limited
[xxi] Jaypee Technical Consultants Private Limited
[xxii] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture]
[xxiii] Kanpur Fertilizers & Cement Limited [Joint Venture]
[xxiv] Madhya Pradesh Jaypee Minerals Limited [Joint Venture]
[xxv] MP Jaypee Coal Limited [Joint Venture]
[xxvi] MP Jaypee Coal Fields Limited [Joint Venture]
[xxvii] GM Global Mineral Mining Private Limited
[xxviii] Andhra Cements Limited [w.e.f. 10.02.2012]
[xxix] Milestone Home Finance Company Private Limited [w.e.f.
28.09.2012]
[xxx] Jaypee Jan Sewa Sansthan [''Not for Profit'' Private Limited
Company] [w.e.f. 12.06.2012]
[d] Key Management Personnel, where transactions have taken place:
[i] Shri Manoj Gaur, Executive Chairman & C.E.O.
[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
[iii] Shri Sarat Kumar Jain, Vice Chairman
[iv] Shri Sunny Gaur, Managing Director [Cement]
[v] Shri Pankaj Gaur, Joint Managing Director [Construction]
[vi] Shri Shyam Datt Nailwal, Director [Finance]
[vii] Shri Ranvijay Singh, Whole time Director
[viii] Shri Ravindra Kumar Singh, Whole time Director till 14.10.2012
[ix] Shri Rahul Kumar, Whole time Director & C.F.O.
[e] Relatives of Key Management Personnel, where transactions have
taken place
[i] Shri Jaiprakash Gaur
[ii] Shri Nanak Chand Sharma
[iii] Shri Gyan Prakash Gaur
[iv] Shri Suresh Kumar
[v] Shri Pawan Kumar Jain
[vi] Shri Sameer Gaur
[vii] Smt Rita Dixit
[viii] Shri Sachin Gaur
[ix] Shri Raj Kumar Singh
[x] Shri Praveen Kumar Singh
[xi] Shri Naveen Kumar Singh
[xii] Smt. Manju Sharma
[xiii] Smt Neha Goyal
NOTE No."16"
(a) Provident Fund - Defined Contribution Plan
All employees are entitled to Provident Fund benefits. Rs. 3014 Lakhs
[Previous Year Rs. 2758 Lakhs] has been debited in the Statement of
Profit & Loss during the year.
(b) Gratuity and Leave encashment
Defined Benefit Plans - Provision made as per actuarial valuation. The
Company has a Trust namely Jaiprakash Associates Employees Gratuity
Fund Trust to manage funds towards Gratuity Liability of the Company.
SBI Life Insurance Company Limited and ICICI Prudential Life Insurance
Company Limited has been appointed for management of the Trust Fund for
the benefit of the employees.
NOTE No."17"
The Free-hold Land [Agricultural] purchased by the Company for Rs. 3
Lakhs measuring 7 Bighas at Rangpuri, New Delhi had been notified for
acquisition U/s 4 & 6 of the Land Acquisition Act. The Company''s claim
for compensation is pending for settlement.
NOTE No."18"
Figures for the previous year have been regrouped/recast/rearranged
wherever considered necessary to conform to this year''s classification.
NOTE No."19"
All the figures have been rounded off to the nearest lakh Rs.
Mar 31, 2012
1. Loans from State Government includes :
[i] Interest Free Loans granted by U.P. Financial Corporation (UPFC)
under Audyogik Nivesh Protshahan Yojna Scheme are secured by way of
First Charge on the Fixed Assets of the respective Units of the
Company. The same is repayable witin 10 years from the year in which it
is received, repayment will commence from F.Y. 2017-18.
[ii] Interest free loan granted by DIC, Panipat, Haryana is secured
against BG. The same is repayable within 5 years from the year in which
it is received, repayment will commence from F.Y. 2014-15.
2. Advances from Clients includes loan granted by Client for purchase
of Plant & Machinery for the Contract on Hypothecation of Construction
Material and Plant & Equipment.
3. Details of Foreign Currency Convertible Bonds (Unsecured) at Note
No.4[II]A are given as under :
[a] The Company had issued 1,65,000 Nos 0.50% Foreign Currency
Convertible Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165
Million at par on 09.03.2006. These Bonds are convertible at the option
of bond-holders into equity shares of Rs. 10/- each fully paid at the
conversion price of Rs. 558.773 per share, subject to the terms of issue,
with a fixed rate of exchange of Rs. 53.599 equal to Euro 1.00 at any
time on or after 19.04.2006 and prior to the close of business on
02.03.2013. Post split of the Equity Shares of Rs. 10/- each into 5
Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one
equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as
on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs.
2/- each at the conversion price of Rs. 74.5031 per share.
1451 FCCBs of Euro 1,000 each were reedeemed on 09.04.2011 (Previous
Year 2500 FCCBs of Euro 1,000 each were converted into 17,98,549 Equity
Shares of Rs. 2/- each on 05.08.2010).
255 FCCBs of Euro 1,000 each [Previous Year 1,706] were outstanding as
on 31.03.2012. Upon conversion of the outstanding Bonds into Equity
Shares, the Share Capital of the Company will increase by 1,83,452
Equity Shares of Rs. 2/- each.
Unless previously converted, the bonds are redeemable at maturity on
09.03.2013 at a premium of 32.071%; representing a YTM of 4.50% p.a.
[value as on 31.03.2012 is Euro 1271.914 (Previous Year Euro 1222.001)
per Bond]. A reserve aggregating to Rs. 48 Lakhs (Previous Year Rs. 242
Lakhs) upto 31.03.2012 has been created for the redemption premium on
outstanding FCCBs.
[b] The Company has issued 4,00,000 Zero Coupon Foreign Currency
Convertible Bonds [FCCB-III] of USD 1,000 each aggregating to USD 400
Million at par on 11.09.2007. These Bonds are convertible at the option
of bond-holders into equity shares of Rs. 10/- each fully paid at the
conversion price of Rs. 1,238.78 per share, subject to the terms of
issue, with a fixed rate of exchange of Rs. 40.35 equal to USD 1.00 at
any time on or after 22.10.2007 and prior to the close of business on
05.09.2012. Post split of the Equity Shares of Rs. 10/- each into 5
Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one
equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as
on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs.
2/- each at the conversion price of Rs. 165.1707 per share.
No conversion has taken place during F.Y. 2011-12 (Previous Year Nil).
FCCBs of USD 354.475 Million (Previous Year USD 354.475 Million) were
outstanding as on 31.03.2012. Upon conversion of the Bonds into Equity
Shares, the Share capital of the Company will increase by 8,65,95,663
Equity shares of Rs. 2/- each.
Unless previously converted, the bonds are redeemable at maturity on
12.09.2012 at a premium of 47.701%; representing a YTM of 7.95% p.a.
[value as on 31.03.2012 is USD 1,42,681.717 (Previous Year USD
1,31,980.712) for a principle amount of USD 1,00,000]. A reserve
aggregating to Rs. 77963 Lakhs (Previous Year Rs. 51172 Lakhs) upto
31.03.2012 has been created for the redemption premium on outstanding
FCCBs.
5. Jaypee Infratech Limited has provided a letter of Comfort to
ICICI Bank UK Plc and ICICI Bank Canada for the financial assistance of
GBP 34.84 Million (equivalent to USD 50 Million) and CAD 61.625 Million
(equivalent to USD 50 Million) respectively.
6. Unsecured Loan taken from Banks at Note No.4[II]C is Loan taken
from SIDBI in foreign currency [Amount Outstanding Rs. 23772 Lakhs]
repayable in 14 equal half yearly instalments from 30.06.12 to
30.12.2018.
7. The Company accepts Fixed Deposit under Fixed Deposits Scheme from
Public which are repayable in one year, two year and three years.
8.The Working Capital facilities [both Fund and Non Fund] availed
from the Consortium member Banks with Canara Bank, as Lead, are secured
by way of first charge ranking pari passu on Current Assets i.e.
Hypothecation of Stocks of Raw Materials, Work-in-Progress,
Stock-in-Process, Finished Goods, Stores & Spares and Book Debts and
2nd charge on the Fixed Assets of the Company [except pertaining to
Wind Power, Real Estate Division and Fixed assets specifically charged
to State Government /State Financial Institutions for availing interest
free loans etc., and other assets specifically charged on specific
loans.
9. Maximum balance of Commercial Papers outstanding during the year Rs.
100000 Lakhs [Previous Year Rs. 150000 Lakhs].
NOTE No. 10
The Trusts are holding 18,93,16,882 Equity Shares [Previous Year
18,93,16,882] of Rs. 2/- of Jaiprakash Associates Limited, the sole
beneficiary of which is the Company. [The Market Value of Shares held
in Trusts is Rs. 154672 Lakhs (Previous Year Rs. 175686 Lakhs)]
NOTE No.11
All Investments are Non-trade Investments.
NOTE No.12
Since the Market Rate of Saket Project Limited was not available in any
of the Stock Exchanges, Market Value has been considered equivalent to
Face Value.
NOTE No.13
Jaypee Karcham Hydro Corporation Limited merged with Jaiprakash Power
Ventures Limited w.e.f. 01.04.2010, shares on merger credited during
F.Y. 2011-12.
"20.2" Cash-in-hand and Balances with Non Scheduled Banks in Foreign
Currency includes Iraqi Dinars 27,377 Million equivalent to Rs. 10 Lakhs
which are not available for use by the Company.
NOTE No.14
Pursuant to the Scheme sanctioned by Hon'ble High Court of Judicature
at Allahabad u/s 391/394 of the Companies Act,1956 on 9th April, 2012,
(i) South Cement Undertaking, (ii) West Cement Undertaking , (iii)
Asbestos Undertaking, (iv) Heavy Engineering Works undertaking & (v)
Foundry Undertaking stand demerged and transferred to and vested in the
Transferee Company i.e.Jaypee Cement Corporation Limited [100%
subsidiary of the Company]. Accordingly, all Assets and Liabilities of
the above said Undertakings have been transferred w.e.f Appointed date
i.e. April 1st, 2011 and the Scheme has come into effect from April
18th, 2012 on filing of the Scheme with the Registrar of Companies.
With effect from the Appointed date, all the business undertakings,
assets, liabilities, rights and obligations of each of the Demerged
Undertakings stood transferred to and vested in the Transferee Company
for a net consideration of Rs. 4030.98 crores.
With effect from the Appointed date all the businesses and activities
carried on by the abovesaid Demerged undertakings of the Transferor
Company is in trust for and for the benefit of the Transferee Company.
Thus, the Profit or Income accruing or arising in respect of Demerged
Undertakings or expenditure or losses arising or incurred by them from
the Appointed date are treated as profit or income or expenditure or
loss as the case may be of the Transferee Company. The Scheme has
accordingly been given effect to in these Accounts.
NOTE No.15 As at As at
31.03.2012 31.03.2011
Rs. Lakhs Rs. Lakhs
Contingent Liability not
provided for in respect of:
[a] Claims against the Company /
Disputed Liability [including
Tax] not acknowledged as 178,347 139,487
debts
Amount deposited under Protest 42,745 25,934
Bank Guarantee deposited under
Protest [included in (b) below] 14,945 14,953
Indemnity Bond - 1,638
[b] Outstanding amount of
Bank Guarantees 163,927 136,673
Margin Money deposited
against the above 884 1,322
The Outstanding Amount of
Bank Guarantees as at
31.03.2012 do not include Bank
Guarantees given for Demerged
undertakings amounting Rs
2326 Lakhs
[c] Income Tax matters under appeal 4,082 400
[a] Estimated amount of Contracts
remaining to be executed on capital
account and not 58,119 132,091
provided for (net of advances)
[b] Outstanding Letters of Credit 36,178 57,414
Margin Money deposited against
the above 2 8
The Outstanding Letter of Credit as at 31.03.2012 do not include Bank
Guarantees given for Demerged undertakings amounting Rs. 805 Lakhs
[c] The Company has imported Capital Goods under Export Promotion
Capital Goods Scheme [EPCG], where-under the Company is required to
fulfill export obligation/deemed exports amounting to Rs. 24468 Lakhs
[Previous Year Rs. 24468 Lakhs] till 31.03.2015. The Liability amounting
to Rs. 4826 Lakhs [Previous Year Rs. 4826 Lakhs] on account of custom duty
may arise alongwith interest @15% p.a., in the event of non-fulfillment
of export obligation.
[b] Securities for Subsidiaries:
[i] 134,24,09,231 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 108,37,00,000 Equity Shares] of Jaiprakash Power Ventures Limited
[JPVL] are pledged as collateral security for the financial assistance
granted by Lenders to JPVL for specific projects.
[ii] The Company has given letter of Comfort to ICICI Bank for Non
Convertible Debentures amounting Rs. 198257 Lakhs [Previous Year Rs. 198257
Lakhs] issued by Jaiprakash Power Ventures Limited.
[iii] Nil Equity Shares of Rs. 10/- each fully paid-up [Previous Year
27,75,00,000 Equity Shares] of Jaypee Karcham Hydro Corporation Limited
[JKHCL] [merged with Jaiprakash Power Ventures Limited w.e.f
01.04.2010] are pledged with ITSL as collateral security for financial
assistance granted by Lenders to JKHCL.
[iv] The Company has pledged 36,78,00,000 Equity Shares of Rs. 10/- each
fully paid-up [Previous Year 36,78,00,000 Equity Shares] of Jaypee
Infratech Limited (JIL) (Subsidiary Company) with IDBI Trusteeship
Services Limited (ITSL) (Trustee) and executed non disposal undertaking
for further 25,74,60,000 Equity Shares [25,74,60,000 Equity Shares] of
JIL held by the Company in favour of ITSL as collateral security for
the financial assistance to JIL.
[v] 6,02,25,900 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 6,02,25,900 Equity Shares] of Himalyan Expressway Limited [HEL]
held by the Company are pledged as collateral security for financial
assistance granted by the Lenders to HEL.
[vi] 15,20,00,000 Equity Shares of Jaypee Sports International Limited
[JPSI] pledged as collateral security for financial assistance granted
to JPSI on issuance of Compulsory Convertible Debentures.
NOTE No.16
The Company has pledged 20,35,000 Equity Shares held in Delhi Gurgaon
Super Connectivity Limited to HUDCO as Security for Loans granted by
Lenders to Delhi Gurgaon Super Connectivity Limited.
NOTE No.17
Letter of Credit facility taken from Axis Bank Limited - Rs. 10000 Lakhs
is secured by way of Subservient charge on the Current Assets of the
Company.
NOTE No.18
In the opinion of Board of Directors, Assets other than Fixed Assets
and Non-Current Investments have a value on realisation in the ordinary
course of business at least equal to the amount at which they are
stated in the Balance Sheet.
NOTE No.19
[a] The Provision for Taxation made in the Statement of Profit & Loss
includes Rs. 45 Lakhs [Previous Year Rs. 40 Lakhs] towards Provision for
Wealth Tax Expense for the year.
NOTE No.20
Other Payables shown under the head "Other Current Liabilities" include
Book Overdraft of Rs. 1701 Lakhs [Previous Year Rs. 858 Lakhs].
NOTE No.21
Disclosure as required under Notification No.G.S.R.719 [E] dated 16th
November, 2007 issued by the Department of Corporate Affairs [as
certified by the Management]:
NOTE No.22
Balances of some of the Trade Receivables, Trade Payables, Loans &
Advances are subject to reconciliation / confirmation from the
respective parties. The Management does not expect any material
difference affecting the Financial Statements for the year.
NOTE No.23
[a] In compliance of Accounting Standard-2 [Revised], the Company has
provided liability of Excise Duty amounting to Rs. 1412 Lakhs [Previous
Year Rs. 3784 Lakhs] on the stocks of Finished Goods lying at Works.
However, there is no impact on the profit for the current year.
[b] The Excise Duty of Rs. (1981 Lakhs) [Previous Year Rs. 2590 Lakhs]
related to difference between Closing and Opening Stock has been
debited in the Statement of Profit & Loss.
NOTE No.24
The External Commercial Borrowings [ECBs] outstanding as on 31.03.2012
of JPY 13493.025 million , USD 32.50 million, USD 15.31 million, JPY
655.41 million, GBP 34.84 million and CAD 61.625 million are hedged in
respect of coupon as well as repayment. Hedging of JPY to USD in
respect of JPY 655.41 million yet to be done.
As on 31.03.2012, the Company has outstanding exposure of Euro 0.255
Million [unhedged] against Foreign Currency Convertible Bonds [FCCB-II]
[Previous Year Euro 1.706 Million] and USD 354.475 Million against
Foreign Currency Convertible Bonds [FCCB-III] (Previous Year USD
354.475 Million) (USD 250 Million hedged ,balance unhedged) pending
conversion into Equity Share Capital.
NOTE No.25
Related Parties disclosures, as required in terms of "Accounting
Standard [AS] 18" are given below:
Relationships
[a] Subsidiary Companies [including their subsidiaries]:
[i] Jaiprakash Power Ventures Limited
[ii] Jaypee Infratech Limited
[iii] Himalyan Expressway Limited
[iv] Jaypee Ganga Infrastructure Corporation Limited
[v] Jaypee Sports International Limited
[vi] Jaypee Agra Vikas Limited
[vii] Jaypee Cement Corporation Limited [w.e.f. 22.02.2011]
[viii] Jaypee Fertilizers & Industries Limited [w.e.f. 03.06.2010]
[ix] Himalyaputra Aviation Limited [w.e.f. 23.07.2011]
[x] Jaypee Assam Cement Limited [w.e.f. 30.08.2011]
[xi] Sangam Power Generation Company Limited [subsidiary of Jaiprakash
Power Ventures Limited]
[xii] Prayagraj Power Generation Company Limited [subsidiary of
Jaiprakash Power Ventures Limited]
[xiii] Jaypee Meghalaya Power Limited [w.e.f. 26.08.2010] [subsidiary
of Jaiprakash Power Ventures Limited]
[b] Joint Venture Subsidiaries :
[i] Bhilai Jaypee Cement Limited
[ii] Bokaro Jaypee Cement Limited
[iii] Gujarat Jaypee Cement & Infrastructure Limited
[iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[vi] Madhya Pradesh Jaypee Minerals Limited [till 02.03.2011]
[c] Associate Companies:
[i] Jaypee Infra Ventures [A Private Company with unlimited liability]
[ii] Jaypee Ventures Private Limited [merged with Jaypee Infra Ventures
at SL No (i) above]
[iii] Jaypee Development Corporation Limited
[iv] Jaiprakash Kashmir Energy Limited
[v] JIL Information Technology Limited
[vi] Gaur & Nagi Limited
[vii] Indesign Enterprises Private Limited
[viii] Sonebhadra Minerals Private Limited
[ix] RPJ Minerals Private Limited
[x] Jaiprakash Agri Initiatives Company Limited
[xi] Tiger Hills Holiday Resort Private Limited
[xii] Anvi Hotels Private Limited
[xiii] Sarveshwari Stone Products Private Limited
[xiv] Rock Solid Cement Limited
[xv] Jaypee International Logistics Company Private Limited
[xvi] Jaypee Hotels Limited
[xvii] Jaypee Mining Venture Private Limited
[xviii] Ceekay Estates Private Limited
[xix] Jaiprakash Exports Private Limited
[xx] Bhumi Estate Developers Private Limited
[xxi] PAC Pharma Drugs and Chemicals Private Limited
[xxii] Jaypee Technical Consultants Private Limited
[xxiii] Jaypee Uttar Bharat Vikas Private Limited [Joint Venture]
[w.e.f. 21.06.2010]
[xxiv] Kanpur Fertilizers & Cement Limited [Joint Venture] [w.e.f.
26.09.2010]
[xxv] Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011][Joint
Venture]
[xxvi] MP Jaypee Coal Limited [Joint Venture]
[xxvii] MP Jaypee Coal Fields Limited [Joint Venture]
[xxviii] GM Global Mineral Mining Private Limited
[xxix] Andhra Cements Limited [w.e.f. 10.02.2012]
[d] Key Management Personnel:
[i] Shri Manoj Gaur, Executive Chairman & C.E.O.
[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
[iii] Shri Sarat Kumar Jain, Vice Chairman
[iv] Shri Sunny Gaur, Managing Director [Cement]
[v] Shri Pankaj Gaur, Joint Managing Director [Construction]
[vi] Shri Shyam Datt Nailwal, Director [Finance]
[vii] Shri Ranvijay Singh, Whole time Director
[viii] Shri Ravindra Kumar Singh, Whole time Director
[ix] Shri Rahul Kumar, Whole time Director & C.F.O.
[e] Relatives of Key Management Personnel, where transactions have
taken place
[i] Shri Jaiprakash Gaur
[ii] Shri Nanak Chand Sharma
[iii] Shri Gyan Prakash Gaur
[iv] Shri Suresh Kumar
[v] Shri Pawan Kumar Jain
[vi] Shri Sameer Gaur
[vii] Smt Rita Dixit
[viii] Shri Sachin Gaur
[ix] Shri Raj Kumar Singh
[x] Shri Praveen Kumar Singh
[xi] Shri Naveen Kumar Singh
[xii] Smt. Manju Sharma
[xiii] Smt Neha Goyal
NOTE No.26
(a) Provident Fund - Defined Contribution Plan
All employees are entitled to Provident Fund benefits. Rs. 2,758 Lakhs
[Previous Year Rs. 2,655 Lakhs] has been debited in the Statement of
Profit & Loss during the year.
(b) Gratuity and Leave encashment
Defined Benefit Plans - Provision made as per actuarial valuation. The
Company has a Trust namely Jaiprakash Associates Employees Gratuity
Fund Trust to manage funds towards Gratuity Liability of the Company.
SBI Life Insurance Company Limited and ICICI Prudential Life Insurance
Company Limited has been appointed for management of the Trust Fund for
the benefit of the employees.
NOTE No.27
For the purpose of Regulation 3[e][i] of the Securities and Exchange
Board of India [Substantial Acquisition of Shares and Takeovers]
Regulations, 1997, the "Group" constituted Shri Jaiprakash Gaur, his
associates and Companies as disclosed to Stock Exchanges from time to
time which include Jaiprakash Associates Limited (JAL), its
Subsidiaries given under Note No.51(a) & (b) above, its Associates
given under Note No.51(c) above and Siddharth Utility Private Limited.
These Regulations have now been substituted by Securities and Exchange
Board of India [Substantial Acquisition of Shares and Takeovers]
Regulations, 2011,
NOTE No.28
The Free-hold Land [Agricultural] purchased by the Company for Rs. 3
Lakhs measuring 7 Bighas at Rangpuri, New Delhi had been notified for
acquisition U/s 4 & 6 of the Land Acquisition Act. The Company's claim
for compensation is pending settlement.
NOTE No.29
Figures for the previous year have been regrouped/recast/rearranged
wherever considered necessary to conform to this year's classification
in accordance with revised Schedule VI.
NOTE No.30
All the figures have been rounded off to the nearest lakh
Mar 31, 2011
As at 31.03.2011 As at 31.03.2010
Rs. Rs.
01 Contingent Liability not
provided for in respect of:
[a] Outstanding amount of Bank
Guarantees 13,667,280,795 10,859,406,251
Margin Money deposited
against the above 132,218,375 542,465,148
[b] Corporate Guarantees: [i] for Term Loans, NCDs and Deferred Payment
Guarantees granted by Financial Institutions & Banks for 300 MW
Baspa-II HEP of Jaiprakash Power Ventures Limited [Subsidiary Company]
1,278,697,966 1,980,025,692
[ii] for Rupee Term Loans and Foreign Currency Loans granted by
Financial Institutions & Banks for 400 MW Vishnu Prayag HEP of
Jaiprakash Power Ventures Limited [Subsidiary Company]
861,033,750 1,008,854,175
[iii] For Performance Guarantee issued by the ICICI Bank on behalf of
Jaypee Ganga Infrastructure Corporation Limited, [100% Subsidiary]
8,947,500,000 8,947,500,000
[iv] For Non Convertible Debentures issued to Axis Bank Limited by
Jaypee Infratech Limited, [Subsidiary Company]
- 5,000,000,000
[v] For Performance Guarantee issued by the Yes Bank Limited on behalf
of Jaypee Sports International Limited, [Subsidiary Company]
- 1,000,000,000
[c] Outstanding Letters of Credit5,741,421,718 13,246,294,462
Margin
Money deposited against the above 822,172 27,075,540
[d] The Madhya Pradesh Government through the Collector, Rewa issued a
notice raising a demand on account of change in the conversion factor
for calculation of Royalty on Limestone raised and interest upto
December, 2008 in respect of Jaypee Rewa Plant. The Company has
contested the demand and the Hon'ble Madhya Pradesh High Court has
stayed the demand. 1,337,794,099 885,490,289
Amount deposited under Protest 434,296,115 354,196,115
The above contingent liability does not include demand for the period
January 2009 to March 2011 which has not been raised by the Madhya
Pradesh Government till 31.03.2011
[e] [i] Trade Tax rebate of 25% on sale of Cement manufactured with fly
ash purchased
within the state of U.P. has been disputed by the U.P. Trade Tax
Department. The Hon'ble High Court at Allahabad disposed-off the Writ
Petition on 29.01.2004 in favour of the Company. The Department has
thereafter fled SLP in the Hon'ble Supreme Court of India, which has
been admitted and an interim order has been passed that pending
disposal of the SLP, [a] the Department shall not take any step to
encash the Bank Guarantees amounting to Rs. 16,69,36,481/- [included in
1(a) above] [Previous Year Rs. 16,69,36,481/-] and [b] granted interim
stay for refund of amount of Rs. 16,73,31,838/- [Previous Year Rs.
16,73,31,838/-] deposited under protest with the Department.
516,237,283 516,237,283
[ii] The Government of U.P. vide Notification dated 14.10.2004 withdrew
Notification dated 27.02.1998 granting rebate on tax on sale of fly-ash
based cement manufactured within the State of U.P., out of fly-ash
procured within U.P. The disputed tax for the period from 15.10.2004 to
31.12.2007 in respect of Jaypee Ayodhya Grinding Operations at Tanda
and Jaypee Cement Blending Unit at Sadva Khurd,Allahabad established
within U.P. amounting to Rs. 53,76,73,870/- [Previous Year Rs.
53,76,73,870/- ] has been deposited under protest with U.P. Trade Tax
Department. The above Notification dated 14.10.2004 has been challenged
by the Company before the Lucknow Bench of Hon'ble Allahabad High Court
on the grounds of promissory estoppel. The case has been decided in
favour of the Company by Lucknow Bench of Hon'ble Allahabad High Court
vide their Order dated 29.03.2010 in respect of Jaypee Ayodhya Grinding
Operations Unit of the Company. The Department has thereafter fled SLP
in the Hon'ble Supreme Court of India, which has been admitted and
order of the Hon'ble High Court order dated 29.03.2010 has been stayed
by Supreme Court of India vide their order dated 06.07.2011.
537,673,870 537,673,870 However, Writ petition in respect of Jaypee
Cement Blending Unit, Allahabad is still pending before the Lucknow
Bench of Hon'ble High Court.
[f] The Government of U.P. has imposed Entry Tax @2% on the value of
the Cement w.e.f. 16.05.2003. This was challenged by the Company
before the Hon'ble High Court at Allahabad and was decided in favour of
the Company. However, the Order of the Hon'ble High Court has been
challenged by the Department before the Hon'ble Supreme Court of India.
The Hon'ble Supreme Court has directed Hon'ble Allahabad High Court on
14.07.06 to examine the constitutional validity of U.P. Entry Tax Act.
The High Court on 08.01.07 has held the above Act ultra vires. The
Hon'ble Supreme Court on 17.04.07 passed an interim order sustaining
the High Court Order and restricting further deposit. The final
decision of Hon'ble Supreme Court is awaited. The Company has deposited
Rs. 34,09,36,649/- [Previous Year Rs. 34,09,36,649/-) and furnished
Indemnity Bond of Rs. 16,38,46,913/- [Previous Year Rs. 13,73,58,510/-]
under protest, against the amount worked out for the period upto
23.09.2007. 580,123,820 557,904,792
[g] Govt. of U.P. has issued an ordinance viz. "Uttar Pradesh Tax on
entry of goods into local areas Ordinance 2007", imposing entry tax on
certain notifed items including cement and clinker, on value of the
goods. This was challenged by the Company in the Hon'ble High Court at
Allahabad. The Hon'ble Court on 01.11.07 has passed an interim order
that Entry Tax will not be realised from the Company in respect of
transactions before the date of promulgation of Ordinance dated
24.09.07 provided the Company furnished security other than cash or
bank guarantee for the amount of Entry Tax due for that period and
entry tax in respect of the transactions for the subsequent period will
also not be realised from the Company provided the Company furnishes
Bank Guarantee for the amount due in respect of the transactions for
that period. The final decision of the Hon'ble High Court is still
awaited. As desired by the Hon'ble High Court the Company has submitted
Bank Guarantee for Rs. 90,05,57,352/- [included in 1(a) above] [Previous
Year Rs. 85,12,18,484/-] upto 31.03.2011. 906,037,730 856,286,767
[h] The Govt. of M.P. vide Notification No. F-III-25/06/01/V(10) dated
14.03.06 & subsequent Notification No. F-A/III-195/05/01/V(14) dated
01.04.07 and also amending Section 4 and 4 A of the Entry Tax Act had
enhanced the rate of Entry Tax from 1% to 5% on raw materials used for
manufacture of Cement to the extent such Cement was transferred out of
the state of M.P. as stock transfer. In response to the Special Leave
Petition fled by the Company, the Hon'ble Supreme Court vide its Order
dated 15.09.2008 has passed an order to deposit, ffty percent of the
tax by way of cash and balance ffty percent by way of Bank Guarantee
till the hearing and final disposal of Special Leave Petition.
The Company has deposited Rs. 58,21,45,729/- [Previous Year Rs.
46,43,68,267/-] and furnished Bank Guarantee of Rs. 33,01,18,221/-
[included in 1(a) above] [Previous Year Rs. 21,19,59,685/-] upto
31.03.2011 as per the Order of Hon'ble Supreme Court. 930,571,583
676,795,421
[i] Consequent to commissioning of Captive Power Plant at Jaypee Rewa
Plant, the company gave one months notice under Clause 7.26 of the
Electricity Supply Code 2004 for termination of the agreement and
permanent disconnection of power supply with effect from midnight of
30.08.2006, which was challenged by M.P. Poorv Kshetra Vidhyut Vitran
Company Limited [MPPKVVCL] in Hon'ble High Court of M.P. at Jabalpur.
On 22.06.2009, the Appellate Bench of the High Court delivered the
judgment holding that the HT Agreement of 26.11.1994 was not terminated
as per the provisions of the said agreement and the provisions of the
Supply Code 2004 shall have no application to such agreement.
Subsequently, a Special Leave Petition against this Order was fled
before the Hon'ble Supreme Court. The Hon'ble Supreme Court granted
Stay on the condition that the amount of Rs. 10 Crores deposited as Fixed
Deposit at the time of Stay from the High Court of Jabalpur shall be
encashed and paid to MPPKVVCL. 2,912,928,721 1,774,309,857
Amount deposited under Protest 100,000,000 100,000,000
[j] The Government of Himachal Pradesh has imposed tax on
transportation of goods under the Himachal Pradesh Taxation (on Certain
Goods Carried by Road) Act, 1999. This was challenged by the Company
before the Hon'ble High Court of Himachal Pradesh at Shimla . The
Hon'ble High Court vide an interim order dated 17.12.2010 held that tax
paid by the petitioner would be treated as deposit till the final
decision. 536,125,508 -
Amount deposited under Protest 511,758,363 -
[k] The District Magistrate, Sonebhadra/Mirzapur issued notice raising
demand for Stamp Duty under Indian Stamp Act, 1899 in respect of sale
of movable and immovable assets of U.P. State Cement Corporation
Limited for Rs. 459 Crores executed by Offcial Liquidator in favour of
the Company. The Company has deposited Stamp Duty of Rs. 8.04 Crores on Rs.
137.12 Crores representing valuation of immovable assets i.e. Land,
Building & Civil Works as per the valuation report of a Government
Approved Valuer. The Company is contesting that no demand is payable by
the Company on movable assets acquired. 286,800,000 286,800,000
[l] The Madhya Pradesh Government, through the Collector, Rewa issued
notices raising demand on account of Rural Infrastructure Tax in M.P.
from Oct 2005 to Dec 2009. The Company had challenged the legal
validity of this Notification before the H'ble High Court, Jabalpur. The
H'ble High Court upheld the validity of this tax. Special Leave
Petition against this Order has been fled before the Hon'ble Supreme
Court, which has admitted the Case. 78,930,376 78,930,376
Amount deposited under Protest 50,000,000 50,000,000
[m] Cess Assessment officer & Joint Commissioner of Labour, Eluru, A.P.,
had served a Notice under the Building and Other Construction Workers
Welfare Cess Act Rules, 1998 to pay Cess @1% on the cost of
construction upto 31.03.2011, being undertaken at Companies Cement
Plant in Andhra Pradesh. The Company had appealed against the same in
Hon'ble High Court at Hyderabad and got interim stay on 31.08.2010.
23,404,000 13,235,000
[n] Excise matters under appeal 464,348,417 132,753,773
Amount deposited under Protest 66,830,821 59,736,655
[o] VAT / Sales Tax under appeal (other matters) 147,649,876 58,244,146
Amount deposited under Protest 77,945,837 19,981,519
Bank Guarantee under Protest [included in 1(a) above] 5,727,969 -
[p] Entry Tax matters under Appeal 190,291,232 98,221,019
Amount deposited under Protest 72,847,886 19,000,625
Bank Guarantee under Protest [included in 1(a) above] 39,231,385
36,220,133
[q] Electricity Duty/ Cess matters under appeal 202,969,188 18,497,870
Amount deposited under Protest 9,248,936 9,248,936
[r] Service Tax matters under appeal 18,500,000 -
[s] Income Tax matters under appeal 39,985,192 50,576,605
[t] Other Claims against the Company not acknowledged as debts
4,278,315,195 4,163,682,992
Amount deposited under Protest 180,104,165 56,046,777
Bank Guarantee deposited under Protest [included in 1(a) above]
52,689,000 42,689,000
[u] The Company has imported Capital Goods under Export Promotion
Capital Goods Scheme [EPCG], where-under the Company is required to
fulfill export obligation/ deemed exports amounting to Rs. 244.68 Crores
[Previous Year Rs. 814.37 Crores] till 31.03.2015. The Liability on
account of custom duty may arise alongwith interest @15% p.a., in the
event of non-fulfillment of export obligation. 482,600,000
1,017,900,000 02 Estimated amount of Contracts remaining to be executed
on capital account and not provided 13,209,062,346 25,337,706,219 for
(net of advances) 03. [a] The Company had issued 1,65,000 Nos 0.50%
Foreign Currency Convertible Bonds [FCCB-II] of Euro 1000 each
aggregating to Euro 165 Million at par on 09.03.2006. These Bonds are
convertible at the option of bond-holders into equity shares of Rs. 10/-
each fully paid at the conversion price of Rs. 558.773 per share, subject
to the terms of issue, with a fixed rate of exchange of Rs. 53.599 equal
to Euro 1.00 at any time on or after 19.04.2006 and prior to the close
of business on 02.03.2013. Post split of the Equity Shares of Rs. 10/-
each into 5 Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus
issue of one equity share of Rs. 2/- each against two equity shares of Rs.
2/- each as on 19.12.2009, the Bonds are/will be converted into Equity
shares of Rs. 2/- each at the conversion price of Rs. 74.5031 per share.
2500 FCCBs of Euro 1,000 each were converted on 05.08.2010 into
17,98,549 Equity Shares of Rs. 2/- each (Previous Year 500 FCCBs of Euro
1,000 each were converted into 2,39,806 Equity Shares of Rs. 2/- each on
03.08.2009 and 20 FCCBs of Euro 1,000 each were converted into 14,388
Equity Shares of Rs. 2/- each on 29.03.2010).
1,706 FCCBs of Euro 1,000 each [Previous Year 4,206] were outstanding
as on 31.03.2011. Upon conversion of the outstanding Bonds into Equity
Shares, the share Capital of the Company will increase by 12,27,330
Equity Shares of Rs. 2/- each.
Unless previously converted, the bonds are redeemable at maturity on
09.03.2013 at a premium of 32.071% ; representing a YTM of 4.50% p.a.
[value as on 31.03.2011 is Euro 1222.001 (Previous Year Euro 11,73.426)
per Bond]. A reserve aggregating to Rs. 2,42,35,170/- (Previous Year Rs.
4,47,21,338/-) upto 31.03.2011 has been created for the redemption
premium.
[b] The Company has issued 4,00,000 Zero Coupon Foreign Currency
Convertible Bonds [FCCB-III] of USD 1,000 each aggregating to USD 400
Million at par on 11.09.2007. These Bonds are convertible at the option
of bond-holders into equity shares of Rs. 10/- each fully paid at the
conversion price of Rs. 1,238.78 per share, subject to the terms of
issue, with a fixed rate of exchange of Rs. 40.35 equal to USD 1.00 at any
time on or after 22.10.2007 and prior to the close of business on
05.09.2012. Post split of the Equity Shares of Rs. 10/- each into 5
Equity Shares of Rs. 2/- each on 26.12.2007 and post bonus issue of one
equity share of Rs. 2/- each against two equity shares of Rs. 2/- each as
on 19.12.2009, the Bonds are/will be converted into Equity shares of Rs.
2/- each at the conversion price of Rs. 165.1707 per share.
No conversion has taken place during F.Y. 2010-11 (Previous Year Nil).
FCCBs of USD 354.475 Million (Previous Year USD 354.475 Million) were
outstanding as on 31.03.2011. Upon conversion of the Bonds into Equity
Shares, the Share capital of the Company will increase by 8,65,95,663
Equity shares of Rs. 2/- each.
Unless previously converted, the bonds are redeemable at maturity on
12.09.2012 at a premium of 47.701% ; representing a YTM of 7.95% p.a.
[value as on 31.03.2011 is USD 1,31,980.712 (Previous Year USD
1,22,042.014) for a principle amount of USD 1,00,000]. A reserve
aggregating to Rs. 511,72,34,207/- (Previous Year Rs. 356,13,21,700) upto
31.03.2011 has been created for the redemption premium.
04 In the opinion of Board of Directors, the Current Assets, Loans and
Advances" have a value on realisation in the ordinary course of
business at least equal to the amount at which they are stated in the
Balance Sheet.
[b] 9,000 NCDs of Rs. 10,00,000/- each aggregating Rs. 900 crores [Rs.
2,50,000/- per Debenture aggregating Rs. 225 crore redeemed], are secured
against first and exclusive charge by way of equitable mortgage by
deposit of title deed over the land admeasuring 364.55 acres at Jaypee
Greens Golf Course, Greater Noida, Uttar Pradesh and collaterally
secured by first and exclusive charge by way of Registered mortgage over
land of Jaypee Infratech Ltd. admeasuring 40 acres (residential 25
acres and commercial 15 acres) situated at village Sultanpur, Noida,
Uttar Pradesh and Village Wazirpur, Greater Noida, Uttar Pradesh
respectively. Out of the said 40 acres of land, the Company has
entered into an "Agreement to Sell" with Jaypee Infratech Limited on
15.12.2009 for purchase of 15 acres of commercial land. IDBI
Trusteeship Services Limited has been appointed as Debenture Trustee
for the said NCDs.
[c] Term Loans of Rs. 2655.00 crores (Amount outstanding - Rs. 1583.23
crores.) sanctioned by Financial Institutions, Banks and Bank
Guarantees to the extent of Rs. 27 Crores [Previous Year Rs. 65.30 Crores]
[for partially securing Non Convertible Debentures] together with all
interest, liquidated damages, premia on prepayment or on redemption,
costs, expenses and other monies, stipulated in the Loan Agreements are
secured by equitable mortgage of Immovable Properties and Hypothecation
of movables [present and future], save and except book debts and
exclusive charge on assets including under Hire Purchase, ranking pari
passu, subject to prior charge on specified movables created/to be
created in favour of the Company's Bankers for working capital
facilities.
[d] Term Loans sanctioned by IDBI Bank - Rs. 1800 crores, UCO Bank - Rs.
500 crores, L & T Infra Finance Co. - Rs. 200 crores., Karnataka Bank - Rs.
150 crores, Yes Bank - Rs. 450 crores. and State Bank of India - Rs. 1000
crores, aggregating to Rs. 4100 crores together with all interest,
liquidated damages, premia on prepayment or on redemption, costs,
expenses and other monies, stipulated in the Loan Agreements secured by
way of equitable mortgage of Immovable Properties and Hypothecation of
Movables [present and future] except the assets pertaining to Wind
Power and Real Estate Division and assets specifically charged to State
Govt./ Financial Institutions etc, ranking pari passu, save and except
book debts, subject to prior charge on specified movables created/ to be
created in favour of the Company's Bankers for working capital
facilities.
[e] Term Loans sanctioned aggregating to Rs. 3,000 Crores, Euro 15.85
Million and USD 10.00 Million are availed for setting up of Cement
Plants as per the following:
The above outstanding together with all interest, liquidated damages,
premia on prepayment or on redemption, costs, expenses and other
monies, stipulated in the Loan Agreements, are secured/to be secured by
equitable mortgage of immovable properties and Hypothecation of
movables of respective Cement Plants [present and future], save and
except book debts, ranking pari passu, subject to prior charge on
specified movables created/to be created in favour of the Company's
Bankers for working Capital facilities.
[f] Term Loans of Rs. 1200.00 crores obtained from Banks for setting up
240 MW Captive Thermal Power Plant including 1.00 Million TPA Grinding
Unit and Coal Washery at Churk Industrial Complex in Uttar Pradesh and
120 MW Captive Thermal Power Plant including Coal Washery at Sidhi in
Madhya Pradesh together with all interest, liquidated damages, premia
on prepayment or on redemption, costs, expenses and other monies,
stipulated in the Loan Agreements, are secured/to be secured by
equitable mortgage of immovable properties and Hypothecation of
movables of respective Thermal Power Plants (present and future), save
and except book debts, ranking pari passu, subject to prior charge on
specified movables created/to be created in favour of the Company's
Bankers.
[g] "Term Loans of Rs. 100 Crores availed [Amount outstanding Rs. 84
crores] from L&T Infrastructure Finance Co. Ltd. together with all
interest, liquidated damages, premia on prepayment or on redemption,
costs, expenses and other monies, stipulated in the Loan Agreements,
are secured/to be secured on equitable mortgage of immovable properties
and Hypothecation of movables of Himachal Cement Plant (present and
future), save and except book debts, as residual charge.
[h] Term Loan of Rs. 200 Crs. availed from Canara Bank together with all
interest, liquidated damages, premia on prepayment or on redemption,
costs, expenses and other monies, stipulated in the Loan Agreements, is
secured/to be secured on equitable mortgage of immovable properties and
Hypothecation of movables of the Company except assets pertaining to
Wind Power and Real Estate Division (present and future), save and
except book debts, as residual charge.
[i] External Commercial Borrowing of USD 27 Million and Ye n 1030.27
Million availed [Amount outstanding USD 18.21 Million and Yen 781.70
Million] from ICICI Bank Ltd for setting up of Wind Power Project in
Maharashtra & Gujarat together with all interest, liquidated damages,
premia on prepayment or on redemption, costs, expenses and other
monies, stipulated in the Loan Agreements, is secured/to be secured by
equitable mortgage of immovable properties and Hypothecation of
movables of Wind Power Project [present and future], save and except
book debts subject to prior charge on specified movables created/to be
created in favour of the Company's Bankers for working Capital
facilities.
[j] Term Loans of Rs. 325.00 crores (Amount outstanding - Rs. 82.89 crores)
sanctioned by Exim Bank of India, IDBI Bank Ltd., Union Bank of India
and IDFC Ltd., for commissioning of Tunnel Boring Machines [TBMs] at
Srisailam Project Site, in Andhra Pradesh are secured / to be secured
by hypothecation of all movable fixed assets relating to TBMs [present
and future], save and except book debts, ranking pari passu, subject to
prior charge on specified movables created/to be created in favour of
the Company's Bankers for working Capital facilities.
[k] The Working Capital facilities availed from the Consortium member
Banks with Canara Bank, as Lead, are secured by way of first charge on
Current Assets i.e. Hypothecation of Stocks of Raw Materials,
Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and
Book Debts [except pertaining to Overseas Works and Projects under
development] ranking pari-passu and 2nd charge on the Fixed Assets of
the Company, both present and future except assets exclusively charged.
[l] Interest Free Loans granted by U.P. Financial Corporation (UPFC)
under Audyogik Nivesh Protshahan Yojna Scheme are secured by way of
First Charge on the Fixed Assets of the respective Units of the
Company.
06 [a] The Provision for Taxation made in the Profit & Loss Account
includes Rs. 40,00,000/- [Previous Year Rs. 40,00,000/-] towards Provision
for Wealth Tax Expense for the year.
09 The Company has transferred the Jaypee Rewa Soya Processing Unit
which was under implementation in District Rewa, Madhya Pradesh to
Jaiprakash Agri Initiatives Company Limited by virtue of Project
Transfer Agreement dated 23.08.2010. The Excess of Assets over the
Liabilities amounting Rs. 37,55,09,955/- transferred by the Company has
been paid by Jaiprakash Agri Initiatives Company Limited.
10 The Free-hold Land [Agricultural] purchased by the Company for Rs.
2,96,407/- measuring 7 Bighas at Rangpuri, New Delhi had been notifed
for acquisition U/s 4 & 6 of the Land Acquisition Act. The Company's
claim for compensation is pending settlement.
11 [i] 108,37,00,000 Equity Shares of Rs. 10/- each fully paid up
[Previous Year 127,80,09,900 Equity Shares] of Jaiprakash Power
Ventures Limited [JPVL] [subsidiary company] are pledged as collateral
security for the financial assistance granted by Lenders to JPVL for
specific projects. [ii] The Company has given letter of Comfort to
ICICI Bank for Non Convertible Debentures amounting Rs. 1982.57 Crores
issued by Jaiprakash Power Ventures Limited.
12 27,75,00,000 Equity Shares of Rs. 10/- each fully paid-up [Previous
Year 27,75,00,000 Equity Shares] of Jaypee Karcham Hydro Corporation
Limited [JKHCL] [Subsidiary Company (merged with Jaiprakash Power
Ventures Limited w.e.f. 01.04.2010)] are pledged with ITSL as
collateral security for financial assistance granted by Lenders to
JKHCL.
13 The Company has pledged 36,78,00,000 Equity Shares of Rs. 10/- each
fully paid-up [Previous Year 36,78,00,000 Equity Shares] of Jaypee
Infratech Limited (JIL) (Subsidiary Company) with IDBI Trusteeship
Services Limited (ITSL) (Trustee) and executed non disposal undertaking
for further 25,74,60,000 Equity Shares [25,74,60,000 Equity Shares] of
JIL held by the Company in favour of ITSL as collateral security for
the financial assistance to JIL.
14 6,02,25,900 Equity Shares of Rs. 10/- each fully paid-up of [Previous
Year 6,01,80,000 Equity Shares] Himalyan Expressway Limited [HEL] held
by the Company are pledged as collateral security for financial
assistance granted by the Lenders to HEL.
15 The Company has pledged 20,35,000 Equity Shares held in Jaypee DSC
Ventures Limited to HUDCO as Security for Loans granted by Lenders to
Jaypee DSC Ventures Limited.
16 [i] Jaypee Infratech Limited has mortgaged 40 acres of Land in
favour of IDBI Trusteeship Securities Limited for securing the
Debentures of Rs. 900 crores issued by the Company to Standard Chartered
Bank [Amount outstanding as on 31.03.2011 is Rs. 675 crores]. [ii]
Jaypee Infratech Limited has provided a letter of Comfort to ICICI Bank
UK Plc and ICICI Bank Canada for the financial assistance of GBP 34.84
Million (equivalent to USD 50 Million) and CAD 61.625 Million
(equivalent to USD 50 Million) respectively.
17 Jaypee Infratech Limited [subsidiary company] had made Initial
Public Offer in May, 2010. In the said IPO, the Company had offered for
sale of 6,00,00,000 equity shares of Rs. 10/- each to public. The Company
has earned a Profit of Rs. 513,16,07,875/- on sale of above said shares
and has been credited to Profit and Loss Account.
18 Other Liabilities shown under the head "Current Liabilities &
Provisions" include Book Overdraft of Rs. 8,58,18,591/- [Previous Year Rs.
75,42,31,350/-].
20 Balances of some of the Debtors, Creditors, Loans & Advances are
subject to reconciliation / confirmation from the respective parties.
The Management does not expect any material difference affecting the
Financial Statements for the year.
24 [a] In compliance of Accounting Standard-2 [Revised], the Company
has provided liability of Excise Duty amounting to Rs. 37,84,88,302/-
[Previous Year Rs. 19,63,87,657/-] on the stocks of Finished Goods lying
at Works. However, there is no impact on the Profit for the current
year.
[b] The Excise Duty of Rs. 25,90,17,459/- [Previous Year Rs.
22,34,44,115/-] related to difference between Closing and Opening Stock
has been debited in the Profit & Loss Account separately.
29 The External Commercial Borrowings [ECBs] outstanding as on
31.03.2011 of JPY 21136.05 million , USD 32.50 million, USD 18.21
million, JPY 781.70 million, GBP 34.84 million and CAD 61.625 million
are hedged in respect of coupon as well as repayment. Hedging of JPY
to USD in respect of JPY 781.70 million yet to be done.
As on 31.03.2011, the Company has outstanding exposure of Euro 1.706
Million against Foreign Currency Convertible Bonds [FCCB- II] [Previous
Year Euro 4.206 Million] and USD 354.475 Million against Foreign
Currency Convertible Bonds [FCCB-III] (Previous Year USD 354.475
Million) unhedged pending conversion into Equity Share Capital.
30 Related Parties disclosures, as required in terms of "Accounting
Standard [AS] 18" are given below:
Relationships
[a] Subsidiary Companies [including their subsidiaries]:
[i] Jaiprakash Power Ventures Limited
[ii] Jaypee Infratech Limited
[iii] Himalyan Expressway Limited
[iv] Jaypee Ganga Infrastructure Corporation Limited
[v] Jaypee Sports International Limited
[vi] Jaypee Agra Vikas Limited [w.e.f. 16.11.2009]
[vii] Jaypee Cement Corporation Limited [w.e.f. 22.02.2011]
[viii] Jaypee Fertilizers & Industries Limited [w.e.f. 03.06.2010]
[ix] Sangam Power Generation Company Limited
[w.e.f. 23.07.2009][subsidiary of Jaiprakash Power Ventures Limited]
[x] Prayagraj Power Generation Company Limited
[w.e.f. 23.07.2009][subsidiary of Jaiprakash Power Ventures Limited]
[xi] Jaypee Meghalaya Power Limited [w.e.f. 26.08.2010] [subsidiary of
Jaiprakash Power Ventures Limited]
[xii] Jaypee Karcham Hydro Corporation Limited
[xiii] Bina Power Supply Company Limited [subsidiary of Jaiprakash
Power Ventures Limited]
Subsidiary Companies at Sl.No.[xii] & [xiii] merged with Jaiprakash
Power Ventures Limited w.e.f. 01.04.2010
[b] Joint Venture Subsidiaries :
[i] Bhilai Jaypee Cement Limited
[ii] Bokaro Jaypee Cement Limited
[iii] Gujarat Jaypee Cement and Infrastructure Limited
[iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[v] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[vi] Madhya Pradesh Jaypee Minerals Limited [till 02.03.2011]
[c] Associate Companies:
[i] Jaypee Ventures Private Limited
[ii] Jaypee Development Corporation Limited
[iii] Jaiprakash Kashmir Energy Limited
[iv] JIL Information Technology Limited
[v] Gaur & Nagi Limited
[vi] Indesign Enterprises Private Limited
[vii] Sonebhadra Minerals Private Limited
[viii] RPJ Minerals Private Limited
[ix] Jaiprakash Agri Initiatives Company Limited
[x] Tiger Hills Holiday Resort Private Limited
[xi] Anvi Hotels Private Limited
[xii] Sarveshwari Stone Products Private Limited
[xiii] Rock Solid Cement Limited
[xiv] MP Jaypee Coal Limited
[xv] Jaypee International Logistics Company Private Limited
[xvi] Jaypee Hotels Limited
[xvii] Jaypee Mining Venture Private Limited
[xviii] Jaypee Infra Ventures (A Private Company with unlimited
liability)
[xix] Indus Hotels UK Limited
[xx] Ceekay Estates Private Limited
[xxi] Jaiprakash Exports Private Limited
[xxii] Bhumi Estate Developers Private Limited
[xxiii] PAC Pharma Drugs and Chemicals Private Limited
[xxiv] Jaypee Technical Consultants Private Limited
[xxv] Jaypee Uttar Bharat Vikas Private Limited
[xxvi] Kanpur Fertilizers & Cement Limited
[xxvii] Madhya Pradesh Jaypee Minerals Limited [w.e.f. 03.03.2011]
[xxviii] MP Jaypee Coal Fields Limited
[xxix] GM Global Mineral Mining Private Limited
[xxx] Ibonshourne Limited
[xxxi] Vasujai Estates Private Limited
[xxxii] Samsun Estates Private Limited
[xxxiii] Sunvin Estates Private Limited
[xxxiv] Manumanik Estates Private Limited
[xxxv] Arman Estates Private Limited
[xxxvi] Suneha Estates Private Limited
[xxxvii] Pee Gee Estates Private Limited
[xxxviii] Vinamra Housing & Constructions Private Limited
Associate Companies at Sl.No.[xxxi] to [xxxviii] merged with Jaypee
Ventures Private Limited w.e.f. 01.04.2009
[d] Key Management Personnel:
[i] Shri Manoj Gaur, Executive Chairman & C.E.O.
[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
[iii] Shri Sunny Gaur, Managing Director [Cement]
[iv] Shri Pankaj Gaur, Joint Managing Director [Construction]
[v] Shri Shyam Datt Nailwal, Director [Finance]
[vi] Shri Ranvijay Singh, Whole time Director
[vii] Shri Ravindra Kumar Singh, Whole time Director
[viii] Shri Rahul Kumar, Whole time Director & C.F.O.
[e] Relatives of Key Management Personnel, where transactions have
taken place
[i] Shri Gyan Prakash Gaur
[ii] Shri Naveen Kumar Singh
[iii] Smt Neha Goyal
[iv] Shri Pawan Kumar Jain [till 31.03.2010]
[v] Smt.Rekha Dixit [till 31.08.2009]
[vi] Smt Manju Sharma [till 30.06.2009] Note: Related party
relationships are as identified by the Company and relied upon by the
Auditors.
34 For the purpose of Regulation 3[e][i] of the Securities and Exchange
Board of India [Substantial Acquisition of Shares and Takeovers]
Regulations, 1997, the "Group" constitute Shri Jaiprakash Gaur, his
associates and Companies as disclosed to Stock Exchanges from time to
time which include Jaiprakash Associates Limited (JAL), its
Subsidiaries given under Sl.No.30(a) & (b) above, its Associates given
under Sl.No.30(c) above and Siddharth Utility Private Limited.
35 Figures for the previous year have been regrouped/recast/rearranged
wherever considered necessary to conform to this year's classification.
36 All the figures have been rounded off to the nearest lakh Rs. except in
the Notes to the Account].
Mar 31, 2010
(In Rupees)
As at 31.03.10 As at 31.03.09
01 Contingent Liability not
provided for in respect of:
[a] Outstanding amount of Bank
Guarantees 10,859,406,251 10,151,734,003
Margin Money deposited against
the above 542,465,148 508,729,004
[b] Corporate Guarantees:
[i] for Term Loans, NCDs and
Deferred Payment Guarantees granted by
Financial Institutions & Banks for
300 MW Baspa-II HEP of Jaiprakash
Power Ventures Limited [Subsidiary
Company] 1,980,025,692 2,484,111,445
[ii] for Rupee Term Loans and
Foreign Currency Loans granted by
Financial Institutions & Banks for
400 MW Vishnu Prayag HEP of Jaipra
kash Power Ventures Limited [
Subsidiary Company] 1,008,854,175 3,149,197,013
[iii] For Performance Guarantee
issued by the ICICI Bank on behalf of
Jaypee Ganga Infrastructure
Corporation Limited,
[100% Subsidiary] 8,947,500,000 8,947,500,000
[iv] For Non Convertible Debentures
issued to Axis Bank Limited by
Jaypee Infratech Limited,
[Subsidiary Company] 5,000,000,000 -
[v] For Performance Guarantee
issued by the Yes Bank Limited
on behalf of JPSK Sports Private
Limited, [Subsidiary Company] 1,000,000,000 -
[c] Claims against the Company not
acknowledged as debts 4,163,682,992 4,087,541,800
Amount deposited under Protest 56,046,777 56,046,777
Bank Guarantee deposited under
Protest [included in 1(a) above] 42,689,000 85,378,000
[d] Outstanding Letters of Credit 13,246,294,462 11,282,615,413
Margin Money deposited against
the above 27,075,540 13,018,467
[e] The Company has imported Capital Goods under Export Promotion
Capital Goods Scheme [EPCG], where- under the Company is required to
fulfill export obligation/deemed exports amounting to Rs.814.37 Crores
[Previous Year Rs.814.37 Crores] till F.Y. 2013-14 & 2014-15. The
Liability on account of custom duty aggregating to Rs.101.79 Crores
[Previous Year Rs.101.79 Crores] may arise alongwith interest @15%
p.a., in the event of non-fulfillment of export obligation.
[f] The Madhya Pradesh Government through the Collector, Rewa issued a
notice raising a demand on account of change in the conversion factor
for calculation of Royalty on Limestone raised upto December, 2008 in
respect of Jaypee Rewa Plant. The Company has contested the demand and
the Honble Madhya Pradesh High Court has stayed the demand.
885,490,289 263,450,569
Amount deposited under Protest 354,196,115 23,345,768
The above contingent liability does not include demand for the period
January 2009 to March 2010 which has not been raised by the Madhya
Pradesh Government till 31.03.2010
[g] [i] Trade Tax rebate of 25% on sale of Cement manufactured with fly
ash purchased within the state of U.P. has been disputed by the U.P.
Trade Tax Department. The Honble High Court at Allahabad disposed-
off the Writ Petition on 29.01.2004 in favour of the Company. The
Department has thereafter filed SLP in the Honble Supreme Court of
India, which has been admitted and an interim order has been passed
that pending disposal of the SLP, [a] the Department shall not take any
step to encash the Bank Guarantees amounting to Rs.16,69,36,481/-
[included in 1(a) above] [Previous Year Rs.16,69,36,481/-] and [b]
granted interim stay for refund of amount of Rs.16,73,31,838/-
[Previous Year Rs.16,73,31,838/-] deposited under protest with the
Department. 516,237,283 516,237,283
[ii] The Government of U.P. vide Notification dated 14.10.2004 withdrew
Notification dated 27.02.1998 granting rebate on tax on sale of fly-ash
based cement manufactured within the State of U.P., out of fly- ash
procured within U.P. The above Notification dated 14.10.2004 has been
challenged by the Company before the Lucknow Bench of Honble Allahabad
High Court on the grounds of promissory estoppel in respect of Jaypee
Ayodhya Grinding Operations Unit of the Company established in the
State of U.P. The disputed tax for the period from 15.10.2004 to
31.12.2007 in respect of Jaypee Ayodhya Grinding Operations at Tanda
and Jaypee Cement Blending Unit at Sadva Khurd,Allahabad established
within U.P. amounting to Rs.53,76,73,870/- [Previous Year
Rs.53,76,73,870/-] has been deposited under protest with U.P. Trade Tax
Department. The case has been decided in favour of the Company by
Lucknow Bench of Honble Allahabad High Court vide their Order dated
29.03.2010. The Government of U.P. may appeal against the Order within
90 days before the Honble Supreme Court. 537,673,870 537,673,870
[h] The Government of U.P. has imposed Entry Tax @2% on the value of
the Cement w.e.f. 16.05.2003. This was challenged by the Company
before the Honble High Court at Allahabad and was decided in favour of
the Company. However, the Order of the Honble High Court has been
challenged by the Department before the Honble Supreme Court of India.
The Honble Supreme Court has directed Honble Allahabad High Court on
14.07.06 to examine the constitutional validity of U.P. Entry Tax Act.
The High Court on 08.01.07 has held the above Act ultra vires. The
Honble Supreme Court on 17.04.07 passed an interim order sustaining
the High Court Order and restricting further deposit. The final
decision of Honble Supreme Court is awaited. The Company has
deposited Rs.34,09,36,649/- [Previous Year Rs.34,09,36,649/-) and
Indemnity Bond/Bank Guarantee of Rs.13,73,58,510/- [included in 1(a)
above] [Previous Year 13,73,58,510/-] under protest, against the amount
worked out for the period upto 23.09.2007. 557,904,792 557,904,792
[i] Govt. of U.P. has issued an ordinance viz. "Uttar Pradesh Tax on
entry of goods into local areas Ordinance 2007", imposing entry tax on
certain notified items including clinker, on value of the goods. This
was challenged by the Company in the Honble High Court at Allahabad.
The Honble Court on 01.11.07 has passed an interim order that Entry
Tax will not be realised from the Company in respect of transactions
before the date of promulgation of Ordinance dated 24.09.07 provided
the Company furnished security other than Cash or Bank Guarantee for
the amount of Entry Tax due for that period and entry tax in respect of
the transactions for the subsequent period will also not be realised
from the Company provided the Company furnishes Bank Guarantee for the
amount due in respect of the transactions for that period. The final
decision of the Honble High Court is still awaited. As desired by the
Honble High Court the Company has submitted Bank Guarantee for Rs
85,12,18,484/- [included in 1(a) above] [Previous Year
Rs.43,15,13,000/-] upto 31.03.2010. 856,286,767 475,826,467
[j] The Govt. of M.P. vide notification No. F-III-25/06/01/V(10) dated
14.03.06 & subsequent Notification No. F-A/III- 195/05/01/V(14) dated
01.04.07 and also amending Section 4 and 4 A of the Entry Ta x Act had
enhanced the rate of Entry Tax from 1% to 5% on raw materials used for
manufacture of Cement to the extent such Cement was transferred out of
the state of M.P. as stock transfer. In response to the Special Leave
Petition filed by the Company, the Honble Supreme Court vide its Order
dated 15.09.2008 has passed an order to deposit, fifty percent of the
tax by way of cash and balance fifty percent by way of Bank Guarantee
till the hearing and final disposal of Special Leave Petition. The
Company has deposited Rs.46,43,68,267/- [Previous Year
33,13,39,392/-]and furnished Bank Guarantee of Rs.21,19,59,685/-
[included in 1(a) above] [Previous Year Rs.7,86,59,685/-] upto
31.03.2010 as per the Order of Honble Supreme Court. 676,795,421
410,556,911
[k] Consequent to commissioning of captive power plant at Jaypee Rewa
Plant, the company gave one months notice under Clause 7.26 of the
Electricity Supply Code 2004 for termination of the agreement and
permanent disconnection of power supply with effect from midnight of
30.08.2006, which was challenged by M.P. Power Trading Corporation
Limited (MPPTCL) in HonÃble High Court of M.P. at Jabalpur. On
22.06.2009, the Appellate Bench of the High Court delivered the
judgment holding that the HT Agreement of 26.11.1994 was not terminated
as per the provisions of the said agreement and the provisions of the
Supply Code 2004 shall have no application to such agreement.
Subsequently, a Special Leave Petition against this Order was filed
before the HonÃble Supreme Court. The Honble Supreme Court granted
Stay on the condition that the amount of Rs.10 Crores deposited along
with interest at the time of Stay from the High Court of Jabalpur shall
be paid to MPPTCL. 1,774,309,857 -
Amount deposited under Protest 100,000,000 -
[l] The District Magistrate, Sonebhadra/Mirzapur issued notice raising
demand for Stamp Duty under Indian Stamp Act, 1899 in respect of sale
of movable and immovable assets of U.P. State Cement Corporation
Limited for Rs.459 Crores executed by Official Liquidator in favour of
the Company. The Company has deposited Stamp Duty of Rs.8.04 Crores on
Rs.137.12 Crores representing valuation of immovable assets i.e. Land,
Building & Civil Works as per the valuation report of a Government
Approved Valuer. The Company is contesting that no demand is payable by
the Company on immovable assets acquired. 286,800,000 -
[m] The Madhya Pradesh Government, through the Collector, Rewa issued
notices raising demand on account of Rural Infrastructure Tax in
M.P.from Oct 2005 to Dec 2009. The Company had challenged the legal
validity of this notification before the Hble High Court, Jabalpur.
The Hble High Court upheld the validity of this tax. Special Leave
Petition against this Order has been filed before the Honble Supreme
Court, which has admitted the Case. 78,930,376 -
Amount deposited under Protest 50,000,000 -
[n] Cess Assessment Officer & Joint Commissioner of Labour, Eluru,
A.P., had served a Notice under the Building and Other Construction
Workers Welfare Cess Act Rules, 1998 to pay Cess @1% on the cost of
construction upto 31.03.2010, being undertaken at Companies Cement
Plant in Andhra Pradesh. Memorandum of Quash Petition is filed before
the Principal Secretary, Labour Employment and Training & Factories
Department, Government of A.P. Secretariat, Hyderabad, which has
admitted the petition. 13,235,000 -
[o] Bihar Sales Tax under appeal 17,120,206 17,120,206
Amount deposited under Protest 17,120,206 17,120,206
[p] Excise matters under appeal 132,753,773 111,109,983
Amount deposited under Protest 59,736,655 49,017,169
[q] Trade Tax under appeal (other matters) 24,198,041 24,198,041
Amount deposited under Protest 27,000 27,000
[r] M.P. Entry Tax under Appeal 61,958,558 30,553,964
Amount deposited under Protest 19,000,625 15,678,000
[s] U.P. Entry Tax under Appeal 36,262,461 12,305,657
Bank Guarantee under Protest [included in 1(a) above] 36,220,133
10,848,231
[t] MPCT/CST under appeal 16,925,899 3,661,933
Amount deposited under Protest 2,834,313 640,763
[u] Electricity Cess under appeal 18,497,870 18,497,870
Amount deposited under Protest 9,248,936 9,248,936
[v] Income Tax matters under appeal 50,576,605 70,878,692
02 Estimated amount of Contracts remaining to be executed on capital
account and not provided for (net of advances) 25,337,706,219
18,225,925,048
03 [a] The Company had issued 1,00,000 Nos 0.50% Foreign Currency
Convertible Bonds [FCCB - I] of USD 1,000 each aggregating to USD 100
Million, at par, on 16.02.2005. These Bonds were convertible at the
option of bond-holders into equity shares of Rs.10/- each fully paid,
at the conversion price of Rs.236.31 per share, subject to the terms of
issue, with a fixed rate of exchange of Rs.43.785 equal to USD 1.00 at
any time on or after 29.03.2005 and prior to the close of business on
10.02.2010. The FCCBs have been fully converted into equity shares /
redeemed. 10 FCCBs of USD 1,000 each were converted on 14.10.2009 into
9,264 Equity Shares of Rs.2/- each and 2000 FCCBs of USD 1,000 each
were converted on 28.01.2010 into 27,79,294 Equity Shares of Rs.2/-
each (Previous Year NIL). 50 FCCBs of USD 1000 each were redeemed on
17.02.2010 [due date] at a premium of 31.959%.
[b] The Company had issued 1,65,000 Nos 0.50% Foreign Currency
Convertible Bonds [FCCB-II] of Euro 1000 each aggregating to Euro 165
Million at par on 09.03.2006. These Bonds are convertible at the option
of bond-holders into equity shares of Rs.10/- each fully paid at the
conversion price of Rs. 558.773 per share, subject to the terms of
issue, with a fixed rate of exchange of Rs. 53.599 equal to Euro 1.00
at any time on or after 19.04.2006 and prior to the close of business
on 02.03.2013.
Post split of the Equity Shares of Rs 10/- each into 5 Equity Shares of
Rs 2/- each on 26.12.2007 and post bonus issue of one equity share of
Rs 2/- each against two equity shares of Rs 2/- each as on 19.12.2009,
the Bonds are/will be converted into Equity shares of Rs 2/- each at
the conversion price of Rs 74.5031 per share.
500 FCCBs of Euro 1,000 each were converted on 03.08.2009 into 2,39,806
Equity Shares of Rs.2/- each and 20 FCCBs of Euro 1,000 each were
converted on 29.03.2010 into 14,388 Equity Shares of Rs.2/- each
(Previous Year 1,31,810 FCCBs of Euro 1,000 each were converted into
1,26,43,545 Equity Shares of Rs.10/- each and 23,714 FCCBs of Euro
1,000 each were converted into 1,13,73,546 Equity Shares of Rs.2/-
each). 4,206 FCCBs of Euro 1,000 each [Previous Year 4,726] were
outstanding as on 31.03.2010. Upon conversion of the outstanding Bonds
into Equity Shares, the share Capital of the Company will increase by
30,25,879 Equity Shares of Rs.2/- each. Unless previously converted,
the bonds are redeemable at maturity on 09.03.2013 at a premium of
32.071% ; representing a YTM of 4.50% p.a. [value as on 31.03.2010 is
Euro 1,173.426 (Previous Year Euro 1,128.406) per Bond]. A reserve
aggregating to Rs. 4,47,21,338/- (Previous Year 4,15,26,524/-) upto
31.03.2010 has been created for the redemption premium.
[c] The Company has issued 4,00,000 Zero Coupon Foreign Currency
Convertible Bonds [FCCB-III] of USD 1,000 each aggregating to USD 400
Million at par on 11.09.2007. These Bonds are convertible at the option
of bond-holders into equity shares of Rs 10/- each fully paid at the
conversion price of Rs. 1,238.78 per share, subject to the terms of
issue, with a fixed rate of exchange of Rs. 40.35 equal to USD 1.00 at
any time on or after 22.10.2007 and prior to the close of business on
05.09.2012.
Post split of the Equity Shares of Rs 10/- each into 5 Equity Shares of
Rs 2/- each on 26.12.2007 and post bonus issue of one equity share of
Rs 2/- each against two equity shares of Rs 2/- each as on 19.12.2009,
the Bonds are/will be converted into Equity shares of Rs 2/- each at
the conversion price of Rs 165.1707 per share.
No conversion has taken place during F.Y. 2009-10 (Previous Year
Rs.Nil).
During the year the Company has bought back FCCBs aggregating USD 1
million (Previous Year USD 40.025 million) at an average discount of
33.70% (Previous Year 47%) and the gain amounting to 1,36,29,287
(Previous Year Rs 86,64,19,134) has been credited to Capital Reserve.
FCCBs of USD 354.475 Million (Previous Year USD 355.475 Million) were
outstanding as on 31.03.2010. Upon conversion of the Bonds into Equity
Shares, the Share capital of the Company will increase by 8,65,95,663
Equity shares of Rs. 2/- each. Unless previously converted, the bonds
are redeemable at maturity on 12.09.2012 at a premium of 47.701% ;
representing a YTM of 7.95% p.a. [value as on 31.03.2010 is USD
1,22,042.014 (Previous Year USD 1,12,926.204) for a principle amount of
USD 1,00,000]. A reserve aggregating to Rs. 356,13,21,700/- (Previous
Year 2,36,40,97,848) upto 31.03.2010 has been created for the
redemption premium.
04 Pursuant to the notification dated March 31,2009 issued by the
Ministry of Corporate Affairs, the Company has exercised the option
available under the newly inserted Paragraph 46 to the Accounting
Standard AS - 11"The effect of changes in Foreign Exchange Rates" to
add or deduct the FE fluctuation to capital cost of the Assets.
Accordingly the foreign exchange fluctuation for the financial year
2009-10 on long term loans for projects already commissioned has been
adjusted to cost of Capital Assets.
05 In the opinion of Board of Directors, the Current Assets, Loans and
Advances" have a value on realisation in the ordinary course of
business at least equal to the amount at which they are stated in the
Balance Sheet.
06 [a] Non-Convertible Debentures [NCDs], mentioned here-under,
together with interest, liquidated damages, remuneration payable to
Trustees, and other monies due in respect thereof are secured as under
:
[i] 1,800 7.5%NCDs of Rs.10,00,000/- each redeemable in 12 equal
quarterly installments from 15.01.2009 to 15.10.2011 [Rs.4,16,666.67
per Debenture Redeemed];
[ii] 1,500 9.5%NCDs of Rs.10,00,000/- each redeemable in 12 equal
quarterly installments from 01.04.2010 to 01.01.2013 [Rs.83,333.33 per
Debenture Redeemed];
[iii] 500 9%NCDs of Rs.10,00,000/- each redeemable in 20 equal
quarterly installments from 01.04.2008 to 01.01.2013 [Rs 4,50,000/- per
Debenture Redeemed];
[iv] 3,000 11.80% NCDs of Rs.10,00,000/- each redeemable in 5 equal
annual installments from 11.08.2012 to 11.08.2016;
[v] 1,500 12.40% NCDs of Rs.10,00,000/- each redeemable in 5 equal
annual installments from 04.11.2012 to 04.11.2016;
[vi] 4,000 12.50% NCDs of Rs.10,00,000/- each redeemable in 10
quarterly instalments of Rs.35 crores each and two quarterly
instalments of Rs.25 crores each from
31.07.2012 to 30.04.2015; [vii]5,000 11.75% NCDs of Rs.10,00,000/- each
redeemable in 5 equal half yearly installments from 15.07.2012 to
15.07.2014; [viii]4,000 11.75% NCDs of Rs.10,00,000/- each redeemable
in 12 equal quarterly installments from 26.01.2014 to 26.10.2016; [ix]
1,000 11.25% NCDs of Rs.10,00,000/- each redeemable on 30.11.2014 and
[x] 9,000 11.75%NCDs of Rs.10,00,000/- each redeemable in 12 equal
quarterly installments from 25.09.2010 to 25.06.2013
[b] 9,000 NCDs of Rs.10,00,000/- each aggregating Rs.900 crores, are
secured against first and exclusive charge by way of equitable mortgage
and deposit of title deed over the land admeasuring 364.55 acres at
Jaypee Greens Golf Course, Greater Noida, Uttar Pradesh and
collaterally secured by first and exclusive charge by way of Registered
mortgage over land of Jaypee Infratech Ltd. admeasuring 40 acres
(residential 25 acres and commercial 15 acres) situated at village
Sultanpur, Noida, Uttar Pradesh and Village Wazirpur, Greater Noida,
Uttar Pradesh respectively. Out of the said 40 acres of land the
Company has entered into an "Agreement to Sell" with Jaypee Infratech
Limited on 15.12.2009 for purchase of 15 acres of land. IDBI
Trusteeship Services Limited has been appointed as Debenture Trustee
for the said NCDs.
[c] Term Loans [excluding outstanding term loan of Rs.200 crores from
Canara Bank] including External Commercial Borrowings from Financial
Institutions, Banks and Bank Guarantees to the extent of Rs.65.30
Crores [Previous Year Rs.103.13 Crores] [for partially securing Non
Convertible Debentures] together with all interest, liquidated damages,
premia on prepayment or on redemption, costs, expenses and other
monies, stipulated in the Loan Agreements are secured by equitable
mortgage of Immovable Properties and Hypothecation of movables [present
and future], save and except book debts and exclusive charge on assets
including under Hire Purchase, ranking pari passu, subject to prior
charge on specified movables created/to be created in favour of the
Companys Bankers for working capital facilities.
[d] Term Loans [excluding outstanding term loans of Rs 165.45 Crores
from L&T Infrastructure Finance Co. Limited] including External
Commercial Borrowings obtained from Banks for setting up of 5.0 Million
TPA Cement Plant at Baga & Bagheri in H.P. and Grinding Unit at Panipat
in Haryana,1.2 Million TPA Grinding Unit at Roorkee in Uttranchal, 3.0
Million TPA Cement Plant in U.P.at Dalla,Churk and Chunar and 2.0
Million TPA Cement Plant in M.P. at Sidhi, two Cement Plants having
installed capacity of 2.4 Million TPA each at Vayor, District Kutch in
Gujarat with split location Grinding Unit at Wanakbori, District Keda
in Gujarat, 5.0 million Cement Plant at Jaggayyapet, District Krishna,
Andhra Pradesh, 1.0 Million TPA Grinding Unit at Sikandrabad together
with all interest, liquidated damages, premia on prepayment or on
redemption, costs, expenses and other monies, stipulated in the Loan
Agreements, are secured/to be secured by equitable mortgage of
immovable properties and Hypothecation of movables of respective Cement
Plants [present and future], save and except book debts, ranking pari
passu, subject to prior charge on specified movables created/to be
created in favour of the Companys Bankers for working Capital
facilities.
[e] Term Loans of Rs.50 Crores each from IFCI Limited and OBC against
their respective sanction of Rs.100 Crores each for setting up of
Resort Cum Spa at Greater Noida in Uttar Pradesh and Rs.20 Crores
sanctioned by OBC for construction of additional rooms in Hotel Jaypee
Siddharth, Rajendra Place, New Delhi, together with all interest,
liquidated damages, premia on prepayment or on redemption, costs,
expenses and other monies stipulated in the loan agreements, are
secured by way of first charge rankging pari passu on the fixed assets
of the Resort Cum Spa and collateral security of existing immovable
properties of Hotel Siddharth and Hotel Vasant Continental at New Delhi
and Jaypee Palace at Agra, ranking pari passu, subject to prior charge
on specified assets created/ to be created in favour of the Bankers and
to the extent charged by way of primary security against cash credit
facility from Indian Overseas Bank against first charge over the
Inventories and Book Debts.
[f] Term Loans from Banks for setting up 22 MW Captive Thermal Power
Plant at Wanakbori, Gujarat, 240 MW Captive Thermal Power Plant
including 1.00 Million TPA Grinding Unit and Coal Washery at Churk
Industrial Complex in Uttar Pradesh and 120 MW Captive Thermal Power
Plant including Coal Washery at Sidhi in Madhya Pradesh together with
all interest, liquidated damages, premia on prepayment or on
redemption, costs, expenses and other monies, stipulated in the Loan
Agreements, are secured/to be secured by equitable mortgage of
immovable properties and Hypothecation of movables of respective
Thermal Power Plants (present and future), save and except book debts,
ranking pari passu, subject to prior charge on specified movables
created/to be created in favour of the CompanyÃs Bankers.
[g] Term Loans of Rs.100.00 Crores and Rs.65.45 Crores availed from L&T
Infrastructure Finance Co. Ltd. together with all interest, liquidated
damages, premia on prepayment or on redemption, costs, expenses and
other monies, stipulated in the Loan Agreements, are secured/to be
secured on equitable mortgage of immovable properties and Hypothecation
of movables of Himachal Cement Plant & Gujarat Cement Plant
respectively (present and future), save and except book debts as
residual charge.
[h] Term Loan of Rs.200 Crs. availed from Canara Bank together with all
interest, liquidated damages, premia on prepayment or on redemption,
costs, expenses and other monies, stipulated in the Loan Agreements, is
secured/to be secured on equitable mortgage of immovable properties and
Hypothecation of movables of the Company except assets pertaining to
Wind Power and Real Estate Division (present and future), save and
except book debts as residual charge.
[i] External Commercial Borrowing of USD 21.10 Million and Yen 905.98
Million from ICICI Bank Ltd., obtained for setting up of Wind Power
Project in Maharashtra & Gujarat together with all interest, liquidated
damages, premia on prepayment or on redemption, costs, expenses and
other monies, stipulated in the Loan Agreements, is secured/to be
secured by equitable mortgage of immovable properties and Hypothecation
of movables of Wind Power Project [present and future], save and except
book debts subject to prior charge on specified movables created/to be
created in favour of the Companys Bankers for working Capital
facilities.
[j] Term Loans from Exim Bank of India, IDBI Bank Ltd., Union Bank of
India and IDFC Ltd., availed for commissioning of Tunnel Boring
Machines [TBMs] at Srisailam Project Site, in Andhra Pradesh are
secured / to be secured by hypothecation of all movable fixed assets
relating to TBMs [present and future], save and except book debts,
ranking pari passu, subject to prior charge on specified movables
created/to be created in favour of the Companys Bankers for working
Capital facilities.
[k] The Working Capital facilities availed from the Consortium member
Banks with Canara Bank, as lead, are secured by way of first charge on
Current Assets i.e. Hypothecation of Stocks of Raw Materials,
Work-in-Progress, Stock-in-Process, Finished Goods, Stores & Spares and
Book Debts [except pertaining to Overseas Works and Projects under
development] ranking pari- passu and 2nd charge on the Fixed Assets of
the Company, both present and future except assets exclusively charged.
[l] Interest Free Loans granted by U.P.Financial Corporation (UPFC)
under Audyogik Nivesh Protshahan Yojna Scheme are secured by way of
First Charge on the Fixed Assets of the respective Units of the
Company.
07 Conveyance Deed in respect of Ahmedabad office is yet to be
executed. However the Company has already taken possession from the
Society viz. Sanukt Members Association, as per rules of the Society of
which the Company is a member.
08 Sub- Lease in respect of Real Estate Land purchased from Jaypee
Infratech Limited is yet to be executed.
09 The option of converting warrants into equity shares having lapsed
on 22nd July, 2009 the amount of advance of Rs.158.80 crores received
against the said warrants has been forfeited and credited to Capital
Reserve Account.
10 [a] The Provision for Taxation made in the Profit & Loss Account
includes Rs.40,00,000/- [Previous Year Rs.40,00,000/-] towards
Provision for Wealth Tax Expense for the year.
11 [a] Capital Work-in-Progress includes
Civil Works, Machinery Under Erection and in transit, Advances to
Suppliers, Construction and Erection Materials, Pre-operative Expenses
and also Expenditure related to Project sunder Implementation
38,916,419,290 50,819,408,530
[b] Rs.459 crores (Previous Year Rs.459 Crores) was deposited with the
Honble High Court of Judicature at Allahabad for purchase of assets
located at Dalla, Churk and Chunar [U.P] of U.P. State Cement
Corporation Limited [in liquidation]. Out of this an amount of
Rs.441.31Crores (Previous Year 441.31 Crores) has been capitalised till
31.03.2010 and balance Rs.17.69 Crores (Previous Year Rs.17.69 Crores)
is included in Capital Work in Progress.
12 The Free-hold Land [Agricultural] purchased by the Company for
Rs.2,96,407/- measuring 7 Bighas at Rangpuri, New Delhi has been
notified for acquisition U/s 4 & 6 of the Land Acquisition Act. The
Companys claim for compensation is pending settlement.
13 [i] 29,49,99,900 Equity Shares of Rs.10/- each fully paid up
[Previous Year 29,49,99,900 Equity Shares] of Jaiprakash Power Ventures
Limited [JPVL] [subsidiary company] are pledged with IFCI Limited as
collateral security for the financial assistance granted by Lenders to
JPVLs 300 MW of Baspa-II HEP. As on 31.03.2010 loan outstanding was Rs
198 Crores [Previous Year Rs.741.17 crores].
[ii] 74,16,00,000 Equity Shares of Rs.10/- each fully paid up [Previous
Year 24,72,00,000 Equity Shares] of Jaiprakash Power Ventures Limited
[JPVL] [subsidiary company] are pledged with IDBI Trusteeship Services
Limited [ITSL] as collateral security for the financial assistance
granted by PFC, PNB, ICICI, IDBI, REC and LIC to JPVL As on 31.03.2010
Rupee loan outstanding was Rs NIL [Previous Year Rs.900.37 crores] and
Foreign Currency Loan outstanding was 22.3445 Million USD equivalent to
Rs.100.89 crores [Previous Year 25.4265 Million USD equivalent to
Rs.129.48 crores].
[iii] 24,14,10,000 Equity Shares of Rs.10/- each fully paid up of
Jaiprakash Power Ventures Limited [JPVL] [subsidiary company] are
pledged as collateral security for the financial assistance of Rs 1,000
crores granted by ICICI Bank to JPVL As on 31.03.2010 Rupee loan
outstanding was Rs 750 crores.
[iv] The Company has given letter of Comfort to ICICI Bank for Non
Covertible Debentures of Rs.999.98 Crores issued by Jaiprakash Power
Ventures Limited.
14 27,75,00,000 Equity Shares of Rs.10/- each fully paid-up [Previous
Year 27,75,00,000 Equity Shares including 5,25,00,000 Equity Shares
pledged on 2nd April 2009] of Jaypee Karcham Hydro Corporation Limited
[JKHCL] [Subsidiary Company] are pledged with ITSL as collateral
security for financial assistance granted by Lenders to JKHCL. As on
31.03.2010 loan outstanding was Rs 2876.27 Crores [Previous Year
Rs.1909.74 crores].
15 The Company has pledged 36,78,00,000 Equity Shares of Rs 10/- each
fully paid up of Jaypee Infratech Limited (JIL) (Subsidiary Company)
with IDBI Trusteeship Services Limited (ITSL) (Trustee) and executed
non disposal undertaking for further 25,74,60,000 Equity Shares of JIL
held by the Company in favour of ITSL as collateral security for the
financial assistance to JIL. As on 31.03.2010 loan outstanding was Rs
5721 crore [Previous Year Rs 1675 crores].
16 6,01,80,000 Equity Shares of Rs.10/- each fully paid-up of Himalayan
Expressway Limited [HEL] are pledged with Axis Bank Limited as
collateral security for financial assistance granted to HEL. As on
31.03.2010 loan outstanding is Rs.129.02 Crores [Previous Year Rs.114
Crores] as against sanctioned loan of Rs.239.70 Crores from consortium
of Banks.
17 The Company has pledged 20,35,000 Equity Shares held in Jaypee DSC
Ventures Limited to HUDCO as Security for Loans granted to Jaypee DSC
Ventures Limited.
18 [i] Jaypee Infratech Limited has mortgaged 50 acres of Land for the
term Loan of Rs 600 crore granted by Standard Chartered Bank to the
Company. [ii] Jaypee Infratech Limited has provided a letter of
comfort to ICICI Bank UK Plc and ICICI Bank Canada for the financial
assistance of GBP 34.84 Million (equivalent to USD 50 Million) and CAD
61.625 Million (equivalent to USD 50 Million) respectively.
19 Jaypee Infratech Limited [subsidiary company] has made Initial
Public Offer in May, 2010. In the said IPO, the Company has offered for
sale of 6,00,00,000 equity shares of Rs.10/- each to public. The
Company has collected Rs.590,89,21,014/- against the above said shares.
The Profit on sale of above said shares will be booked in the Quarter
Ending June, 2010.
20 Other Liabilities shown under the head "Current Liabilities &
Provisions" include Book Overdraft of Rs.75,42,31,350/- [Previous Year
Rs.13,03,11,728/-].
21 Balances of some of the Debtors, Creditors, Loans & Advances are
subject to reconciliation / confirmation from the respective parties.
The Management does not expect any material difference affecting the
Financial Statements for the year.
22 [a] In compliance of Accounting Standard-2 [Revised], the Company
has provided liability of Excise Duty amounting to Rs.19,63,87,657/-
[Previous Year Rs.4,73,02,710/-] on the stocks of Finished Goods lying
at Works. However, there is no impact on the profit for the current
year. [b] The Excise Duty of Rs.22,34,44,115/- [Previous Year
Rs.4,57,79,150/- debit] related to difference between Closing and
Opening Stock has been credited in the Profit & Loss Account
separately.
23 The External Commercial Borrowings [ECBs] outstanding as on
31.03.2010 of JPY 25447.50 million , USD 32.50 million, USD 21.10
million and USD 5 million, JPY 905.98 million, GBP 34.84 million and
CAD 61.625 million are hedged in respect of coupon as well as
repayment. Hedging of JPY to USD in respect of JPY 905.98 million will
be done as soon as FE rates stabilise.
As on 31.03.2010, the Company has outstanding exposure of Euro 4.206
Million against Foreign Currency Convertible Bonds [FCCB-II] [Previous
Year Euro 4.726 Million] and USD 354.475 Million against Foreign
Currency Convertible Bonds [FCCB-III] (Previous Year USD 355.475
Million) unhedged pending conversion into Equity Share Capital.
USD 1.683 million [Previous Year USD 33.617 Million], Euro 1.682
Million [Previous Year Euro 21.494 Million] and CAD Nil [Previous Year
CAD 61.625 Million] are parked overseas pending utilization.
24 Related Parties disclosures, as required in terms of "Accounting
Standard [AS] 18" are given below:
Relationships
[a] Subsidiary Companies [including their subsidiaries]:
[i] Jaiprakash Power Ventures Limited [previously known as
Jaiprakash Hydro Power Limited]
[ii] Jaypee Karcham Hydro Corporation Limited
[iii] Jaypee Infratech Limited
[iv] Himalayan Expressway Limited
[v] Jaypee Ganga Infrastructure Corporation Limited
[vi] Bina Power Supply Company Limited [subsidiary of Jaiprakash Power
Ventures Limited]
[vii] Sangam Power Generation Company Limited [w.e.f. 23.07.2009]
[subsidiary of Jaiprakash Power Ventures Limited] [viii] Prayagraj
Power Generation Company Limited [w.e.f. 23.07.2009] [subsidiary of
Jaiprakash Power Ventures Limited]
[ix] JPSK Sports Private Limited [Previous Year Joint Venture
Subsidiary]
[x] Jaypee Agra Vikas Limited [w.e.f. 16.11.2009]
[b] Joint Venture Subsidiaries :
[i] Madhya Pradesh Jaypee Minerals Limited
[ii] Bhilai Jaypee Cement Limited
[iii] Bokaro Jaypee Cement Limited
[iv] Jaypee Powergrid Limited [Joint Venture Subsidiary Company of
Jaiprakash Power Ventures Limited]
[v] Gujarat Jaypee Cement and Infrastructure Limited
[vi] Jaypee Arunachal Power Limited [Joint Venture Subsidiary Company
of Jaiprakash Power Ventures Limited]
[c] Associate Companies:
[i] Jaypee Ventures Private Limited
[ii] Jaypee Development Corporation Limited
[iii] Jaiprakash Kashmir Energy Limited
[iv] JIL Information Technology Limited
[v] Gaur & Nagi Limited
[vi] Indesign Enterprises Private Limited
[vii] Sonebhadra Minerals Private Limited
[viii] RPJ Minerals Private Limited
[ix] Jaypee Petroleum Private Limited
[x] Jaypee Hydro Carbons Private Limited
[xi] Jaypee Spa Infocom Limited [upto 25.02.2010]
[xii] Tiger Hills Holiday Resort Private Limited [w.e.f. 27.10.2009]
[xiii] Anvi Hotels Private Limited [w.e.f. 01.05.2009]
[xiv] Vasujai Estates Private Limited [w.e.f. 27.02.2010]
[xv] Samsun Estates Private Limited [w.e.f. 27.02.2010]
[xvi] Sunvin Estates Private Limited [w.e.f. 27.02.2010]
[xvii] Manumanik Estates Private Limited [w.e.f. 27.02.2010]
[xviii] Arman Estates Private Limited [w.e.f. 27.02.2010]
[xix] Suneha Estates Private Limited [w.e.f. 27.02.2010]
[xx] Pee Gee Estates Private Limited [w.e.f. 27.02.2010]
[xxi] Vinamra Housing & Constructions Private Limited [w.e.f.
27.02.2010]
[xxii] Sarveshwari Stone Products Private Limited [w.e.f. 23.10.2009]
[xxiii] Rock Solid Cement Limited [w.e.f. 08.03.2010]
[xxiv] MP Jaypee Coal Limited [w.e.f. 14.05.2009]
[xxv] MP Jaypee Coal Fields Limited [w.e.f. 04.01.2010]
[d] Key Management Personnel:
[i] Shri Manoj Gaur, Executive Chairman
[ii] Shri Sunil Kumar Sharma, Executive Vice Chairman
Whole-time Directors:
[i] Shri Sunny Gaur, Managing Director [Cement]
[ii] Shri Pankaj Gaur, Joint Managing Director [Construction]
[iii] Shri S.D. Nailwal, Whole time Director
[iv] Shri Ranvijay Singh, Whole time Director
[v] Shri R.K.Singh, Whole time Director
[e] Relatives of Key Management Personnel, where transactions have
taken place
[i] Shri Gyan Prakash Gau
[ii] Shri P.K.Jain
[iii] Smt.Rekha Dixit
[iv] Shri Naveen Kumar Singh
[v] Smt Manju Sharma
[vi] Smt Neha Sharma
Note: Related party relationships are as identified by the Company and
relied upon by the Auditors.
25 (a) Provident Fund - Defined Contribution Plan
All employees are entitled to Provident Fund benefits.
Rs.23,40,37,877/-[Previous Year Rs.18,39,52,056/-] has been debited in
the Profit & Loss Account during the year.
(b) Gratuity and Leave encashment - Defined Benefit Plans - Provision
made as per actuarial valuation. The Company has created a Trust
namely. Jaiprakash Associates Employees Gratuity Fund Trust vide Trust
Deed dated 30th March, 2009 and has submitted the same for registration
with Income Tax Authorities. SBI Life Insurance Company Limited has
been appointed for management of the Trust Fund for the benefit of the
employees.
26 For the purpose of Regulation 3[e][i] of the Securities and Exchange
Board of India [Substantial Acquisition of Shares and Takeovers]
Regulations, 1997, the "Group" constitute Shri Jaiprakash Gaur, his
associates and Companies as disclosed to Stock Exchanges from time to
time which include Jaiprakash Associates Limited (JAL), its
Subsidiaries given under Sl.No.33(a) & (b) above, its Associates given
under Sl.No.33(c) above and other Companies namely, Siddharth Utility
Private Limited, Ironwill Holdings Private Limited and Ironwill
Investments Private Limited.
27 Figures for the previous year have been regrouped/recast/rearranged
wherever considered necessary to conform to this years classification.
28 All the figures have been rounded off to the nearest lakh rupees
[except in the Notes to the Account].
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