JAL Annual Report Cover

1 1 Company SecretaryM M SibbalJoint President & Company SecretaryStatutory AuditorsM/s. Singh & Associates, Chartered Accountants, New DelhiSecretarial Auditors Ashok TyagiPractising Company Secretary, New Delhi Cost AuditorsJ. K. Kabra & Co., Cost Accountants, New Delhi Ragistrar & Transfer Agents Alankit Assignments Ltd, New Delhi Bankers Allahabad BankAndhra BankAKA Export Finance BankAxis Bank Limited Bank of Baroda Bank of Bhutan Bank of IndiaBank of MaharashtraCanara BankCentral Bank of IndiaCiti Bank Corporation BankDruk PNB Bank LimitedExport Import Bank of IndiaHDFC Bank LimitedHSBC LimitedICICI Bank LimitedIndian BankIndian Overseas BankIDBI Bank LimitedIFCI LimitedIndusind BankKarur Vysya Bank Karnataka BankKotak Mahindra Bank LimitedThe Lakshmi Vilas Bank LimitedOriental Bank of Commerce Punjab National Bank Punjab & Sind BankRafidian BankRoyal Bank of Scotland Small Industries Development Bank of IndiaStandard Chartered Bank State Bank of

2 IndiaSyndicate BankThe Jammu & Kashmir Bank LimitedThe South Indian Bank LimitedUCO BankUnion Bank of India United Bank of IndiaVijaya BankYes Bank LimitedJaiprakash Associates LimitedCIN:L14106UP1995 PLC019017 Registered & Corporate Office Delhi OfficeE- mail ID for Fixed Deposit related queriesE- mail ID for Shares related queriesSector 128, NOIDA 201304, : + 0120 4609000 Fax: + 0120 4609464 JA House , 63, Basant Lok Vasant Vihar, New Delhi Website: ChairmanJaiprakash GaurBoard of DirectorsManoj Gaur - Executive Chairman & CEOS unil Kumar Sharma- Executive Vice Rathi- LIC NomineeS. K. Mohapatra- IDBI NomineeShailesh Verma- SBI NomineeR. N. Bhardwaj- Independent DirectorHomai A.

3 Daruwalla- Independent DirectorB. K. Goswami- Independent DirectorK. N. Bhandari- Independent DirectorS. C. K. Patne- Independent DirectorC. P. Jain- Independent DirectorK. P. Rau- Independent DirectorT. R. Kakkar- Independent DirectorSunny Gaur- Managing Director (Cement)Pankaj Gaur- Jt. Managing Director (Construction)Ranvijay Singh- Whole-time DirectorContentsDirectors Report2 Secretarial Audit Report58 Report on Corporate Governance61 Corporate Governance Compliance Certificate79 Management Discussion & Analysis Report80 Business Responsibility Report97 Independent Auditors Report112 Balance Sheet118 Statement of Profit and Loss119 Cash Flow Statement120 Notes (1 to 52)122 Independent Auditors Report on Consolidated Financial Statements180 Consolidated Financial Statements184 Form AOC - 12362 Annual Report 2016 - 2017 Annual Report 2016 - 2017 DIRECTORS Report To The Members,Your Directors submit their Report for the Financial Year ended 31st March 2017 WORKING RESULTS The working results of the Company for the year under Report are as under:(` in Crores)Financial year Total Revenue6, , before Interest, Depreciation & : Finance Costs3.

4 Before Exceptional items & Tax(-) 4, (-) 3, Items(-) (-) before Tax(-) 4, (-) 3, for Tax (including Deferred Tax)(-) (-) 1, after Tax(-) 4, (-) 2, Comprehensive Income(-) (-) Comprehensive Income(-) 4, (-) 2, Earning Per Share [Face value ` 2 per share] in Rupees(-) (-) Earning Per Share [Face value ` 2 per Share] in Rupees(-) (-) : The figures for year ended 31st March, 2016 as given above have undergone change from the figures mentioned in Directors Report of last year due to implementation of new Indian Accounting Standards (IND AS).The finance cost aggregating ` 3, crores and provision for depreciation aggregating ` crores had been two major factors impacting operating results of the Company during the year under line with its publically stated policy, your Company remains focussed and committed on reduction of debt through sale of some of its assets, to deleverage its Balance Sheet and enhance shareholders details of steps taken by the Company / its subsidiaries in this regard are given below.

5 The Restructuring Committee, which includes three Independent Directors on the Board, continues to consider various options to achieve the aforesaid DISINVESTMENT INITIATIVES & REDUCTION OF DEBTa. Sale of Cement Plants in Gujarat by JCCL In 2014, Cement Plants in Gujarat with a capacity of MTPA were demerged by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company through a Scheme of Arrangement to UltraTech Cement Limited, a company of Aditya Birla Group, at an enterprise value of ` 3,800 Crore besides the actual net working Capital. The said transaction was consummated on 12th June, Sale of stake in Bokaro Jaypee Cement Limited Further in 2014, the Company signed an agreement on 24th March, 2014 with Dalmia Cement (Bharat) Ltd.

6 For sale of its entire 74% stake (9,89,01,000 Equity Shares owned by it) in Bokaro Jaypee Cement Limited, a Joint Venture between the Company (JAL) and Steel Authority of India Limited (SAIL), having a Plant with an operating capacity of MTPA, at a consideration of ` per share (against its cost of ` per share). The said transaction was consummated on 29th November, 2014 with the receipt of consideration of ` Crore & transfer of the said shares to Shri Rangam Securities & Holdings Limited, an associate/affiliate of Dalmia Cement (Bharat) Sale of Cement Grinding Unit of Company at Panipat, Haryana, Pursuant to approval of Board of Directors on 25th August, 2014, the Company signed a Business Transaction Agreement with Shree Cement Limited for sale of Company s MTPA Cement Grinding Unit in Panipat, Haryana for a total consideration of ` 360 Crores approx.

7 , subject to adjustment for net working capital & Financial Indebtedness taken over. The Transaction was consummated for a consideration of ` Crore on 27th April, Sale of Baspa-II & Karcham Wangtoo HEP by JPVL Jaiprakash Power Ventures Limited (JPVL), a subsidiary of the Company till 17th February, 2017 & an Associate Company 18th February, 2017, signed an agreement with JSW Energy Limited for sale of Baspa-II and Karcham Wangtoo Hydro Power Plants. Pursuant to Order of Hon ble High Court of Himachal Pradesh at Shimla dated 25th June, 2015, the said plants were hived off to Himachal Baspa Power Company Limited (a subsidiary of JPVL), and entire shareholding of Himachal Baspa Power Company Limited was sold at an Enterprise value of ` 9700 Crores, excluding minor adjustment for working capital etc.

8 The transaction was consummated on 8th September, Sale of wind power plants of 49 MW of the Company On 30th September, 2015, your Company hived off the entire 49 MW capacity of wind power plants being operated, out of which MW plants were in Maharashtra ( MW at Dhule & MW at Sangli) and MW plants were in Gujarat (all at Kutch), on a slump sale basis for ` 161 crores approx. plus adjustments for working capital. The transaction was consummated on 30th September, 2015 Sale of Identified Cement Plants of the Company (JAL) & JCCL The Company signed an Implementation Agreement on 31st March 2016 and a Supplementary Agreement on 4th July 2016, with UltraTech Cement Limited (UTCL) to divest part of the cement business comprising identified operating cement plants (including captive power plants)

9 Spread over the States of Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand and Andhra Pradesh, besides a grinding unit which is currently under implementation in Uttar Pradesh, to UTCL with an aggregate capacity of MTPA for an enterprise value of ` 16,189 Crores, subject to some adjustments as agreed, on a slump exchange basis. The plant in Andhra Pradesh (having an aggregate capacity of MTPA) is owned by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company, while other plants (having an aggregate capacity of MTPA) are owned by the Company itself.

10 Besides this, an additional amount of ` 460 Crores is payable by the Purchaser for completion of a Grinding Unit under implementation at Bara (owned by Prayagraj Power Generation Corporation Limited, a subsidiary of Jaiprakash Power Ventures Limited, an Associate of the Company). The Scheme of Arrangement (Scheme) between JAL, JCCL (Transferor Companies) and UTCL (Transferee Company) and their respective shareholders and creditors was approved by shareholders & creditors of Transferor Companies as well as Transferee Company. Both NSE & BSE had sent their Observation Letters, both dated 10th August 2016 pursuant to SEBI regulations without any adverse remarks.