Annual Report for the Year 2012-13 - Jaypee Group

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ANNUAL REPORT 2012 - 2013 (corpfiling) at www.corpfiling.co.in through the Stock Exchanges. The Results are also reported to Stock Exchanges and published in National Newspapers in English and Hindi newspapers having wide circulation. (d) Audit Qualifications The Company believes and maintains it’s Accounts in a transparent manner and aims at receiving unqualified report from the Auditors on the financial statements of the Company. VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE The Ministry of Corporate Affairs (MCA) had issued voluntary guidelines on Corporate Governance in December, 2009 to serve as benchmark for the corporate sector and help them achieve highest standard of Corporate Governance. The Company has adopted some of the guidelines proposed by MCA since FY 2011-12, details of which are given below, and endeavors to adopt the rest in a phased manner. A. Independent Directors • Independent Directors to have the option and freedom to meet Company Management periodically The Independent Directors of our Company have the option and freedom to interact with the Company management periodically as and when they deem necessary. B. Remuneration of Directors 1. Remuneration to Non-executive Directors • To retain and motivate Independent Directors of quality, our Company is paying sitting fee of ` 20,000/- for attending each meeting of the Board and Committees thereof which is maximum amount that can be paid under the Companies Act, 1956. 2. Remuneration Committee The Company has a Remuneration Committee of the Board comprising of 3 members, all being Non Executive Independent Directors. The Committee recommends/ reviews the Remuneration package of the Whole-time Directors. 3. Audit Committee of Board Constitution • The Company has an Audit Committee comprising of five members all being Non-executive Independent Directors. The Chairman of the Audit Committee is an Independent Director. All the members of Audit Committee have knowledge of financial management, audit & accounts. Enabling Powers • Audit Committee is provided with back office support and other resources of the Company, as and when required, has access to information contained in the records of the Company and has the facility of having separate discussions with both internal and external auditors as well as management. Role and Responsibilities • Role and responsibilities of the Audit Committee, inter alia, include recommending appointment, reappointment or removal of Statutory Auditors/ Cost Auditors/Internal Auditors and remuneration payable to them, review of Internal Audit Reports/ Cost Audit Reports, Quarterly and Annual Financial Results, Annual Budget and Variance Reports etc. 4. Auditors • Appointment of Auditors Audit Committee is the first point of reference regarding the appointment of auditors. Keeping in view the profile of the audit firm, qualifications and experience of audit partners, strengths and weaknesses, if any, recommends the appointment/ re-appointment of the Statutory Auditors of the Company and the remuneration payable to them. While discharging its duty, the Audit Committee examines and reviews the documentation and the certificate for proof of independence of the audit firm before recommending to the Board, with reasons, either the appointment/re-appointment or removal of the Statutory Auditor. • Need for clarity on information to be sought by Auditor There is sufficient clarity between the Company’s Management and the Auditor on the amount & nature of documents to be made available for audit purpose. 5. Appointment of Internal Auditor In order to ensure the independence and credibility of the internal audit process, Awatar & Co., Chartered Accountants, an independent firm have been appointed as the Company’s Internal Auditor. 6. Secretarial Audit As a part of good Corporate Governance practices being followed by the Company, M/s Chandrasekaran Associates, Company Secretaries, were voluntarily appointed to conduct the Secretarial Audit for the financial year 2012-13 and their report forms part of the Annual Report. 7. Institution of mechanism for Whistle Blowing The Company has not adopted any formal whistle Blowing Policy. However, the Company has not denied access of any personnel to approach the Management or the Audit Committee on any issue. 38
DECLARATION BY THE EXECUTIVE CHAIRMAN & CEO UNDER CLAUSE 49 (1D) OF THE LISTING AGREEMENT I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management, as approved by the Board, for the financial year ended March 31, 2013. MANOJ GAUR Place : NOIDA Executive Chairman & CEO Date : May 04, 2013 Jaiprakash Associates Limited To The Members of Jaiprakash Associates Limited CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE We have examined the compliance of conditions of Corporate Governance by Jaiprakash Associates Limited for the year ended on 31 st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. We state that no investor grievance is pending for a period exceeding one month against the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For M.P.SINGH & ASSOCIATES Chartered Accountants Firm Registration No.002183 C (CA Ravinder Nagpal) Place: Noida Partner Dated: May 4, 2013 M.No. 081594 39
Page 5 and 6: Company Secretary Harish K. Vaid Sr
Page 7 and 8: (vi) form will not be automatically
Page 9 and 10: Minerals Ltd. Further, he is a Memb
Page 11 and 12: Thus the Company presently has only
Page 13 and 14: The operative capacity of the group
Page 15 and 16: Jaypee Greens AMAN Jaypee Greens th
Page 17 and 18: JPVL is also implementing 1320 MW (
Page 19 and 20: that once the grinding unit is able
Page 21 and 22: 31.03.2014. 18. JAYPEE CEMENT HOCKE
Page 23 and 24: CORPORATE GOVERNANCE Report on Corp
Page 25 and 26: Information pursuant to Companies (
Page 27 and 28: At Roorkee Plant Technology under a
Page 29 and 30: FORM B [See rule 2] Form for disclo
Page 31 and 32: CORPORATE GOVERNANCE REPORT In the
Page 33 and 34: INFORMATION PLACED BEFORE THE BOARD
Page 35 and 36: DETAILS OF SPECIAL RESOLUTION(S) PA
Page 37 and 38: aggregate of the total number of sh
Page 39 and 40: 98.36% of the Share Capital of the
Page 41: SECTOR PROJECT NAME STATE Construct
Page 45 and 46: Monetary Fund (IMF) in its World Ec
Page 47 and 48: II. CEMENT As per the report of ICR
Page 49 and 50: or more. In 2012-13, the achievemen
Page 51 and 52: JAYPEE IN REAL ESTATE The Group did
Page 53 and 54: aspects, along with the Management
Page 55 and 56: In addition the Company provides fi
Page 57 and 58: ) Expressways: The Company undertak
Page 59 and 60: employees characterized by trust an
Page 61 and 62: Some of the specific energy conserv
Page 63 and 64: carried out for each of the program
Page 65 and 66: INDEPENDENT AUDITORS’ REPORT TO T
Page 67 and 68: ANNEXURE TO THE AUDITORS’ REPORT
Page 69 and 70: Name of Statute (Nature of dues) Pe
Page 71 and 72: Statement of Profit & Loss for THE
Page 73 and 74: Investments: Long term Investments
Page 75 and 76: NOTE No. “2” SHARE CAPITAL As A
Page 77 and 78: NOTE No. “4” As At 31.03.2013 `
Page 79 and 80: NCDs mentioned at Sl. No . 4.1[a] a
Page 81 and 82: SL. No. Banks/ Financial Institutio
Page 83 and 84: 4.4 Advances from Clients includes
Page 85 and 86: NOTE No. "8" SHORT-TERM BORROWINGS
Page 87 and 88: NOTE No. "12" FIXED ASSETS PARTICUL
Page 89 and 90: As At 31.03.2013 ` Lakhs As At 31.0
Page 91 and 92: NOTE No. "15" OTHER NON-CURRENT ASS
Page 93 and 94:
As At 31.03.2013 ` Lakhs Having mat
Page 95 and 96:
2012-2013 ` Lakhs 2011-2012 ` Lakhs
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NOTE No."32" Projects Under Develop
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NOTE No."36" Corporate Guarantees a
Page 101 and 102:
NOTE No."43" As at 31.03.2013 ` Lak
Page 103 and 104:
[E] Dividend Paid to Non-Resident S
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[d] Key Management Personnel, where
Page 107 and 108:
NOTE No."52" Segment Information -
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` Lakhs Sl No. I II III IV Particul
Page 111 and 112:
CASH FLOW STATEMENT FOR THE YEAR EN
Page 113 and 114:
ANNEXURE TO THE BALANCE SHEET AS AT
Page 115 and 116:
ANNEXURE TO THE BALANCE SHEET AS AT
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INDEPENDENT AUDITORS’ REPORT TO T
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CONSOLIDATED STATEMENT OF PROFIT &
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[ii] The Closing stocks of Stores &
Page 123 and 124:
CONSOLIDATED NOTE No. “3” RESER
Page 125 and 126:
CONSOLIDATED NOTE No. “5” LONG-
Page 127 and 128:
CONSOLIDATED NOTE No. “11” OTHE
Page 129 and 130:
CONSOLIDATED NOTE No. “14” NON-
Page 131 and 132:
CONSOLIDATED NOTE No. “15” As A
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CONSOLIDATED NOTE No. “21” CASH
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CONSOLIDATED NOTE No.”27” 2012-
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CONSOLIDATED NOTE No.”34” INCID
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CONSOLIDATED NOTE No.”36” Conti
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[b] [xiv] [xv] [xvi] [xvii] [xviii]
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Transactions carried out with relat
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` Lakhs 2012-2013 2011-2012 Capital
Page 147 and 148:
Name of Company Jaypee Ganga Infras
Page 149 and 150:
(C) 2012-2013 ` Lakhs CASH FLOW FRO
Page 151:
Registered Office: Sector-128, Noid
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Annual Report for the Year 2012-13 - Jaypee Group

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