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Company SecretaryFounder ChairmanHarish K. VaidJaiprakash GaurSr. President (Corporate Affairs) & Company SecretaryBoard of DirectorsAuditorsManoj Gaur, Executive Chairman & CEOM/s. M.P. Singh & Associates,New DelhiSunil Kumar Sharma, Executive Vice ChairmanBankersAllahabad BankAndhra BankAKA Export Finance BankAxis Bank LimitedBank of Baroda BankBhutan Bank of IndiaBank of MaharashtraCanara BankCentral Bank of IndiaCiti Bank N.A.Corporation BankDruk PNB Bank Ltd.Export Import Bank of IndiaHDFC Bank LimitedHSBC Ltd.ICICI Bank LimitedIndian BankIndian Overseas BankIDBI Bank Ltd.Karur Vysya BankKarnataka BankKotak Mahindra BankOriental Bank of CommercePunjab National BankPunjab & Sind BankRafidian BankRoyal Bank of ScotlandStandard Chartered BankState Bank of IndiaState Bank of HyderabadState Bank of IndoreState Bank of MysoreState Bank of PatialaState Bank of SikkimState Bank of TravancoreState Bank of Bikaner & JaipurSyndicate BankThe Jammu & Kashmir Bank LimitedThe South Indian Bank LimitedUCO BankUnion Bank of IndiaUnited Bank of IndiaVijaya BankYes Bank LimitedA. K. Sahoo (LIC Nominee)Sarat Kumar Jain, Vice ChairmanViney Kumar (IDBI Nominee)R. N. BhardwajS. C. BhargavaV. K. ChopraHomai A. DaruwallaB. K. GoswamiS. C. GuptaDr. B. SamalR. K. SinghB.K.TapariaSunny Gaur, Managing Director (Cement)Pankaj Gaur, Jt. Managing Director (Construction)Ranvijay Singh, Whole-time DirectorShyam Datt Nailwal, Whole-time DirectorRahul Kumar, Whole-time Director & CFOContentsNotice2Directors’ Report6Secretarial Audit Report26Report on Corporate Governance27Corporate Governance Compliance Certificate39Management Discussion & Analysis Report40Business Responsibility Report50Independent Auditors’ Report61Balance Sheet66Statement of Profit and Loss67Notes (1 - 57)68Cash Flow Statement107Statement Under Section 212 of the Companies Act109Independent Auditors’ Report on Consolidated Accounts113Consolidated Accounts114Consolidated Cash Flow Statement144Proxy and Attendance SlipRegistered &Corporate OfficeDelhi OfficeWebsiteE mail ID for FixedDeposit related queriesSector 128,NOIDA-201 304Uttar PradeshJA House, 63,Basant LokVasant ViharNew Delhi 110 057www.jalindia.com jalinvestor@jalindia.co.inE mail ID for Shareholderrelated queriesjal.investor@jalindia.co.in1

ANNUAL REPORT 2012 - 2013NOTICENOTESthNOTICE is hereby given that the 16 Annual GeneralMeeting of the Members of Jaiprakash Associates Limitedwill be held on Monday, July 29, 2013 at 11.00 A.M at theAuditorium of Jaypee Institute of Information TechnologyUniversity, A-10, Sector 62, Noida- 201 307, U.P. to transactthe following business:(i)A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY.PROXIES IN ORDER TO BE EFFECTIVE MUST BERECEIVED BY THE COMPANY NOT LESS THAN 48HOURS BEFORE THE SCHEDULED TIME OF THEMEETING. A BLANK PROXY FORM IS ENCLOSED.(ii)Corporate Members intending to send theirrespective authorized representatives are requestedto send a duly certified copy of the Board/GoverningBody resolution authorizing such representatives toattend and vote at the Annual General Meeting.(iii)All documents referred to in the Notice, as wellas the Annual Report and Annual Accounts of thesubsidiary companies whose Annual Accounts havebeen consolidated with that of the Company, areopen for inspection at the Registered Office of theCompany on all working days, except Sunday andother holidays, between 11.00 A.M. and 1.00 P.M. upto the date of the Annual General Meeting.(iv)The Register of Members and Share Transfer Bookswill remain closed from July 23, 2013 to July 29, 2013(both days inclusive) for payment of dividend. Thedividend as recommended by the Board of Directors,if declared at the Annual General Meeting, will bepaid on or after August 19, 2013 to the Members, ortheir mandate, subject to the provisions of Section206A of the Companies Act, 1956, whose namesappear on the Company’s Register of Members asat the close of business hours on July 22, 2013. Inrespect of dematerialized shares, the dividend willbe payable to the “Beneficial Owners” of the shares,whose names appear in the Statement of BeneficialOwnership, as at the close of business hours onJuly 22, 2013, furnished by the National SecuritiesDepository Ltd. and Central Depository Services(India) Ltd.(v)Members holding shares in electronic form mayplease note that: (a) the dividend, when declared,will be credited to their respective Bank Accounts asfurnished to the respective Depository Participants,through Electronic Clearing Service (ECS), where thisfacility is available; (b) in other cases, Bank details asfurnished to the respective Depository Participantswill be printed on the Dividend Warrants as perthe applicable regulations. The Company shall notentertain any direct request from such Members fordeletion of / change of such Bank details. Further, itmay be noted that instructions, if any, already givenby the Members in respect of shares held in physicalOrdinary Business1.To receive, consider and adopt the audited BalanceSheet as at March 31, 2013, the Statement of Profit &Loss for the year ended on that date and the Reportsof the Directors and the Auditors thereon.2. To declare a dividend for the financial year 2012-13.3.To appoint a Director in place of Shri Pankaj Gaur,who retires by rotation and, being eligible, offershimself for re-appointment.4.To appoint a Director in place of Shri V.K. Chopra,who retires by rotation and, being eligible, offershimself for re-appointment.5.To appoint a Director in place of Dr. B. Samal, whoretires by rotation and, being eligible, offers himselffor re-appointment.6.To appoint a Director in place of Shri Sunny Gaur,who retires by rotation and, being eligible, offershimself for re-appointment.7.To appoint a Director in place of Shri B.K. Goswami,who retires by rotation and, being eligible, offershimself for re-appointment.8.To appoint M/s M.P. Singh & Associates, CharteredAccountants, as Statutory Auditors of the Company,to hold office from the conclusion of this AnnualGeneral Meeting until the conclusion of the nextAnnual General Meeting and to authorize the Boardof Directors to fix their remuneration.By Order of the BoardFor JAIPRAKASH ASSOCIATES LIMITEDHarish K. VaidSr. President (Corporate Affairs) &Company SecretaryPlace: NOIDADate: May 04, 20132

form will not be automatically applicable to thedividend paid on their holdings in electronic form.(vi)Members who are holding shares in physical formare requested to notify the change in their respectiveaddresses or Bank details to the Company and alwaysquote their Folio Numbers in all correspondencewith the Company. In respect of holding in electronicform, Members are requested to notify any changein addresses or Bank details to their respectiveDepository Participants.(viii) Members can avail of the nomination facility interms of Section 109A of the Companies Act, 1956by nominating in Form 2B, as prescribed underCompanies (Central Government’s) General Rules andForms, 1956, any person to whom their shares shallvest on occurrence of events stated in the said Form.Blank Forms can be supplied on request. The samecan also be downloaded from the Company’s websitewww.jalindia.com. Form 2B is to be submitted induplicate: (a) in case of shares held in physical form,to the Company and (b) in case of shares held indematerialized form, to the respective DepositoryParticipants.(ix)Pursuant to Section 205A read with Section 205Cof the Companies Act, 1956, the dividend amountswhich remain unpaid/ unclaimed for a period ofseven years, are required to be transferred to theInvestor Education and Protection Fund (IEPF) of theCentral Government. After such transfer no claimof the members whatsoever shall subsist on thesaid amount. Therefore, Members are requested toencash their Dividend warrants on priority withinthe validity period. Further, the particulars of unpaid/unclaimed dividend etc. are being uploaded on theCompany’s website www.jalindia.com in complianceof the Investor Education and Protection Fund(Uploading of information regarding unpaid andunclaimed amounts lying with companies) Rules,2012.(xi)Members would be aware that the Ordinary andSpecial Resolutions sent through notice dated May30, 2012 and September 27, 2012, to all Membersfor voting through Postal Ballot have been passedon July 14, 2012 and December 8, 2012 respectivelyby requisite majority.Relevant details in this regardare covered in the Corporate Governance Reportannexed to the Report of the Board of Directors.(xii)Members or their respective proxies are requestedto:Starting from the year 2011, the Ministry of CorporateAffairs has taken a “Green initiative in the CorporateGovernance” by allowing paperless compliancesby the Companies and has issued circulars statingthat service of notice/ documents including AnnualReport can be sent by e-mail to its members. Tosupport this green initiative of the Governmentin full measure, the Company has already sent acommunication to all the shareholders that variousnotices/ documents meant for them shall be sentelectronically to their respective e-mail addressesas obtained from Depositories/other sources, unlessspecifically requested to be sent in physical form.The members who have not registered/ updatedtheir e-mail addresses so far, are requested toregister/ update their e-mail addresses, in respectof electronic holdings with the Depository throughtheir concerned Depository Participant. Memberswho hold their shares in physical form and whoare desirous of receiving the communications/documents in electronic form are requested topromptly register their e-mail addresses with theCompany.(vii)(x)Members who are still holding shares in physicalform are advised to dematerialize their shareholdingto avail of the benefits of dematerialization whichinclude easy liquidity since trading is permitted onlyin dematerialized form, electronic transfer, savings instamp duty, prevention of forgery, etc.(a)bring copies of Annual Report sent to theMembers as copies of Annual Report shall notbe distributed at the Annual General Meeting;(b)note that no gifts/coupons shall be distributedat the Annual General Meeting; and(c)quote their Folio/Client ID & DP ID No. in allcorrespondence.(xiii) Any query relating to Accounts or any other itemsof business set out in the Agenda of the Meetingmust be sent to the Company’s Registered Office atSector 128, Noida – 201 304 (U.P) so as to reach atleast seven days before the date of the Meeting. Theenvelope may please be superscribed “AGM QUERIES– Attn.: Shri Harish K. Vaid, Sr. President (CorporateAffairs) & Company Secretary”.(xiv) Relevant details, in terms of Clause 49 of the ListingAgreement, in respect of the Directors retiring byrotation and proposed to be re-appointed are asunder:Shri Pankaj GaurShri Pankaj Gaur, 42, B.E (Instrumentation), has 20 years’experience. He worked with Jaypee Rewa and BelaCement Plants from 1993 to 1998. Since 1999, he has beenlooking after execution of Company's projects in Bhutan.3

ANNUAL REPORT 2012 - 2013Further, since 2005, he has been leading the team for thedevelopment of the Srisalem Project in Andhra Pradesh.He is Joint Managing Director (Construction) of JaiprakashAssociates Ltd. and is a Managing Director of JaypeeArunachal Power Ltd. He is also a Director on the Boards ofSangam Power Generation Company Ltd., Jaypee CementCorporation Ltd., Jaypee Meghalaya Power Ltd., AndhraCements Ltd., Jaypee Assam Cement Ltd. and Jaypee InfraVentures (A Pvt. Company with Unlimited Liability). He alsoserves as a Member of the Finance Committee of AndhraCements Ltd.Shri Pankaj Gaur holds 156,750 equity shares in theCompany in his own name and no share in the Companyis held by him for any other person on a beneficial basis.Shri V.K ChopraShri V. K. Chopra, 67, a qualified Chartered Accountant, hasbeen associated with financial sector for over four decades.His last official assignment was as Whole Time Member ofSEBI upto March, 2008. Prior to that he has been Chairmanand Managing Director of Corporation Bank and SIDBI,Executive Director of Oriental Bank of Commerce (OBC)and General Manager of Central Bank of India. Currently,he is a Director on the Boards of Reliance Capital PensionFund Ltd., SIDBI Venture Capital Ltd., Havells India Ltd.,PNB Metlife India Insurance Company Ltd., Dewan HousingFinance Corporation Ltd., Rolta India Ltd., ResponsiveIndustries Ltd., India Infoline Finance Ltd., Future ValueRetail Ltd., Milestone Capital Advisors Ltd., Future RetailLtd., Bhartiya International Ltd., Milestone Home FinanceCompany Pvt. Ltd., Pegasus Assets Reconstruction Pvt. Ltd.,Bandhan Financial Service Pvt. Ltd. and Religare InvescoAsset Management Company Pvt. Ltd.He is a Chairman of (i) Audit Committee of PNB MetlifeIndia Insurance Company Ltd., Havells India Ltd.,Milestone Capital Advisors Ltd. and Religare Invesco AssetManagement Company Pvt. Ltd. and (ii) ShareholdersGrievance Committee of Future Retail Ltd. Further, he isa Member of (i) Audit Committee of the Company, RoltaIndia Ltd., Dewan Housing Finance Corporation Ltd.,Reliance Capital Pension Fund Ltd. and Pegasus AssetsReconstruction Pvt. Ltd., (ii) Remuneration Committee ofHavells India Ltd. and Religare Invesco Asset ManagementCompany Pvt. Ltd., (iii) Investment Committee of PNBMetlife India Insurance Company Ltd., Reliance CapitalPension Fund Ltd. and SIDBI Venture Capital Ltd., (iv) RiskManagement Committee of India Infoline Finance Ltd., PNBMetlife India Insurance Company Ltd. and Reliance CapitalPension Fund Ltd., (v) Corporate Social ResponsibilityCommittee of Dewan Housing Finance Corporation Ltd.,(vi) Asset Liability Committee of India Infoline Finance Ltd.and (vii) Operations/IT Committee of Religare Invesco AssetManagement Company Pvt. Ltd.4Shri Chopra does not hold any equity share (either in hisname or in the name of any other person on a beneficialbasis) in the Company.Dr B. SamalDr. B. Samal, 70, holds a Master’s Degree (gold medalist) inAgricultural Economics and a Doctorate in Economics fromKalyani University, West Bengal. He also holds a Diplomain ‘Bank Management’ conducted by the National Instituteof Bank Management, Pune. He has, in the past, served invarious positions including as the Chairman & ManagingDirector of Allahabad Bank & Industrial Investment Bank ofIndia Limited and as a Member of the Securities AppellateTribunal.He is a Executive Chairman of Industrial Investment TrustLtd. He is also a Director on the Boards of Jaypee InfratechLtd., IITL Projects Ltd., ARSS Infrastructure Projects Ltd.,Mayfair Hotels and Resorts Ltd., Surana Industries Ltd.,Reliance Capital Ltd., Vipul Ltd., T.K. International Ltd.,World Resorts Ltd., Capital Infra Projects Pvt. Ltd., IITInsurance Broking and Risk Management Pvt. Ltd. and MRGHotels Pvt. Ltd.He is Chairman of (i) Audit Committee of Vipul Ltd., SuranaIndustries Ltd., World Resorts Ltd. and T.K. InternationalLtd. and (ii) Shareholders Investors Grievances Committeeof Reliance Capital Ltd. Further, he is a Member of (i)Audit Committee of May Fair Hotels and Resorts Ltd., ARSSInfrastructure Projects Ltd. and Reliance Capital Ltd. and(ii) Shareholders Investor Grievance Committee of ARSSInfrastructure Projects Ltd.Dr. Samal does not hold any equity share (either in hisname or in the name of any other person on a beneficialbasis) in the Company.Shri Sunny GaurShri Sunny Gaur, 44, is a graduate having 22 years’ experiencein various aspects of the cement business, including settingup, operation and maintenance of cement plants, finance,accounts and general administration.He is Managing Director (Cement) of Jaiprakash AssociatesLtd. and Managing Director of Madhya Pradesh JaypeeMinerals Ltd. He is also a Director on the Boards ofBokaro Jaypee Cement Ltd., Bhilai Jaypee Cement Ltd.,Himalyaputra Aviation Ltd., Jaypee Assam Cement Ltd.,Jaypee Agra Vikas Ltd., Prayagraj Power GenerationCompany Ltd., MP Jaypee Coal Ltd., MP Jaypee Coal FieldsLtd., Jaiprakash Agri Initiatives Company Ltd., JaypeeHealthcare Ltd., Jaypee Cement Cricket (India) Ltd., KanpurFertilizers & Cement Ltd., Jaypee Mining Venture Pvt. Ltd.,Jaypee Infra Ventures (A Pvt. Company with UnlimitedLiability) and Indesign Enterprises Pvt. Ltd.He is Chairman of Allotment & Share Transfer Committeeand Remuneration Committee of Madhya Pradesh Jaypee

Minerals Ltd. Further, he is a Member of Audit Committeeof Prayagraj Power Generation Company Ltd., MP JaypeeCoal Ltd. and Madhya Pradesh Jaypee Minerals Ltd.Shri Sunny Gaur holds 238,045 equity shares in the Companyin his own name and no share in the Company is held byhim for any other person on a beneficial basis.Shri Sunny Gaur is brother of Shri Manoj Gaur, ExecutiveChairman & CEO of the Company.Shri B.K GoswamiShri B.K. Goswami, 78, holds a Master’s degree in Englishfrom University of Punjab. A former officer of the IndianAdministrative Services, he has held various positions withvarious Departments of Government of India and variousState Governments, including serving as the Chairman TeaBoard of India, Chief Secretary, Government of Jammu &Kashmir, Secretary, Department of Civil Supplies, SecretaryTourism, Government of India, Advisor to Governor of U.P.and Jammu & Kashmir.Besides the above, he was Chairman of Jammu & KashmirTourism Development Corporation, Board of Governors,Institute of Hotel Management & Catering Technology,Bombay & New Delhi & Task Force on Tourism constitutedby Government of Kerala.Presently, he is a Director on the Boards of Jaypee InfratechLtd., Jaypee Development Corporation Ltd., JaypeeMeghalaya Power Ltd., Nectar Life Sciences Ltd., L H SugarFactories Ltd., Simbhaoli Sugars Ltd., B & A Ltd., GlobalTrust Capital Finance Pvt. Ltd., New Kennilworth HotelPvt. Ltd., Conservation Corporation of India Pvt. Ltd., MataSecurities India Pvt. Ltd. and Joy Hotel and Resorts Pvt. Ltd.He is Chairman of Finance Committee of the Companyand Jaypee Infratech Ltd. Further, he is a Member of AuditCommittee of the Company, Jaypee Infratech Ltd., B & ALtd., Simbhaoli Sugars Ltd. and Nectar Life Sciences Ltd.and also a Member of Remuneration Committee of theCompany.Shri Goswami holds 5,000 equity shares in the Company inhis own name and no share in the Company is held by himfor any other person on a beneficial basis.By Order of the BoardFor JAIPRAKASH ASSOCIATES LIMITEDPlace: NOIDADate: May 04, 2013Harish K. VaidSr. President (Corporate Affairs) &Company SecretaryRegd. Office: Sector128, Noida-201304,Uttar Pradesh, India.5

ANNUAL REPORT 2012 - 2013DIRECTORS’ REPORTDIVIDENDToThe Members,The Directors of your Company are pleased to present the16th Annual Report together with the Audited Accounts ofthe Company for the year ended March 31, 2013.WORKING RESULTSThe working results of the Company for the year underreport are as under:( in Crores)Financial year ended31.03.2013Gross s : Depreciation726.13614.15Profit before Tax750.751314.34Profit before Depreciation & TaxLess : Provision for Tax Current Tax139.17238.35 Deferred Tax128.9549.75 Excess Provision forIncome Tax in Earlier Yearsreversed(18.65)249.47(0.14)287.96CHANGES IN SHARE CAPITALThe Paid up Share Capital of the Company on April 1, 2012stood at 4,252,866,364 divided into 2,126,433,182 EquityShares of 2 each.During the year under report, further Equity Shares wereissued and allotted as under;(i)28,445,567 Equity Shares of 2 each to the holderswho opted for conversion of their Bonds under FCCBIV Scheme @ 77.50 per share (including premium of 75.50 per share).(ii)64,204,810 Equity Shares of 2 each to QualifiedInstitutional Buyers under Qualified InstitutionsPlacement Issue allotted on February 6, 2013 @ 83 per share (including premium of 81 per equitysh

Jaiprakash Gaur Board of Directors Manoj Gaur, Executive Chairman & CEO Sunil Kumar Sharma, Executive Vice Chairman Sarat Kumar Jain, Vice Chairman A. K. Sahoo (LIC Nominee) Viney Kumar (IDBI Nominee) R. N. Bhardwaj S. C. Bhargava V. K. Chopra Homai A. Daruwalla B. K. Goswami S. C. Gupta Dr. B. Samal R. K. Singh B.K

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