Annual Report 2014-15 Kanpur Fertilizers & Jaypee Churk Industrial Cement Limited, U.P
Total Page：16
File Type：pdf, Size：1020Kb
Annual Report 2014-15 Kanpur Fertilizers & Jaypee Churk Industrial Cement Limited, U.P. Complex, U.P. Jaypee Greens, Greater Noida, U.P. Company Secretary Founder Chairman Mohinder Paul Kharbanda Jaiprakash Gaur Sr. General Manager (Sectl.) & Company Secretary Statutory Auditors Board of Directors M/s. M.P. Singh & Associates, Chartered Accountants, New Delhi Manoj Gaur, Executive Chairman & CEO Secretarial Auditors Chandrasekaran Associates Sunil Kumar Sharma, Executive Vice Chairman Company Secretaries, New Delhi Sarat Kumar Jain, Vice Chairman Cost Auditors S.C. Rathi (LIC Nominee) J. K. Kabra & Co, Cost Accountants, New Delhi M. V. Phadke (IDBI Nominee) Registrar & Transfer Agents R. N. Bhardwaj Alankit Assignments Ltd, New Delhi Bankers S. C. Bhargava Allahabad Bank Homai A. Daruwalla Andhra Bank AKA Export Finance Bank B. K. Goswami Axis Bank Limited Bank of Baroda K. N. Bhandari Bank of Bhutan S. C. K. Patne Bank of India Bank of Maharashtra C. P. Jain Canara Bank Central Bank of India K. P. Rau Citi Bank N.A. T. R. Kakkar Corporation Bank Druk PNB Bank Ltd. Sunny Gaur, Managing Director (Cement) Export Import Bank of India HDFC Bank Limited Pankaj Gaur, Jt. Managing Director (Construction) HSBC Ltd. Ranvijay Singh, Whole-time Director ICICI Bank Limited Indian Bank Rahul Kumar, Whole-time Director & CFO Indian Overseas Bank IDBI Bank Ltd. CONTENTS IFCI Limited IndusInd Bank Directors’ Report 02 Karur Vysya Bank Karnataka Bank Secretarial Audit Report 57 Kotak Mahindra Bank Report on Corporate Governance 59 Lakshmi Vilas Bank Oriental Bank of Commerce Corporate Governance Compliance Certificate 77 Punjab National Bank Punjab & Sind Bank Management Discussion & Analysis Report 78 Rafidian Bank Business Responsibility Report 93 Royal Bank of Scotland Small Industries Development Bank of India Independent Auditors’ Report 108 Standard Chartered Bank State Bank of India Balance Sheet 112 State Bank of Hyderabad Statement of Profit and Loss 113 State Bank of Mysore State Bank of Patiala Notes (1 to 61) 114 State Bank of Travancore State Bank of Bikaner & Jaipur Cash Flow Statement 157 Syndicate Bank Independent Auditors’ Report on Consolidated Financial 159 The Jammu & Kashmir Bank Limited Statements The South Indian Bank Limited UCO Bank Consolidated Financial Statements 166 Union Bank of India United Bank of India Form AOC - 1 202 Vijaya Bank Route Map to the AGM Venue 208 Yes Bank Limited Jaiprakash Associates Limited CIN L14106UP1995PLC019017 Registered & Corporate Office Delhi Office E mail ID for Fixed Deposit E mail ID for Shareholder related queries related queries Sector 128, NOIDA 201 304 (U.P.) JA House, 63, Basant Lok Tel : +91 (120) 4609000, 2470800 Vasant Vihar [email protected] [email protected] Fax: +91 (120) 4609464,4609496 New Delhi 110 057 Website : www.jalindia.com 1 ANNUAL REPORT 2014 - 2015 DIRECTORS’ REPORT To Disinvestment Initiatives The Members, a. Sale of Cement Plants in Gujarat by JCCL Your Directors submit their report for the Financial Year Cement Plants in Gujarat with a capacity of 4.80 ended 31st March, 2015. MTPA have been demerged by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary 1.0 WORKING RESULTS of the Company through a Scheme of Arrangement to The working results of the Company for the year UltraTech Cement Limited, a company of Aditya Birla under report are as under:- Group, at an enterprise value of ` 3,800 Crores besides the actual net working Capital. The said process was (` in Crores) consummated on 12th June 2014. Financial year ended 31.03.2015 31.03.2014 b. Sale of stake in Bokaro Jaypee Cement Limited Gross Revenue 11,185.73 13,327.02 Further, the Company signed an agreement on Profit before Interest, Depreciation & Tax 2,553.74 3,865.77 24th March 2014 with Dalmia Cement (Bharat) Ltd. for sale of its entire 74% stake (9,89,01,000 equity shares Less: Finance Costs 3,436.84 2,752.07 owned by it) in Bokaro Jaypee Cement Limited, a Less : Depreciation 948.89 773.55 Joint Venture between the Company (JAL) and Steel Profit before Tax (1,831.99) 340.15 Authority of India Limited (SAIL), having a Plant with operating capacity of 2.10 MTPA, at a consideration of Less : Provision for Tax ` 69.74 per share (against its cost of ` 18.57 per share). s #URRENT4AX - 44.72 The said transfer was consummated on 29th November s $EFERRED4AX (553.25) (118.46) 2014 with the receipt of consideration of ` 667.57 Crore & transfer of the said shares to Shri Rangam Total (553.25) 73.74 Securities & Holdings Limited, an associate/affiliate of Profit after Tax (1,278.74) 413.89 Dalmia Cement (Bharat) Limited. Add : Profit brought forward from 4,961.12 4,260.46 c. Sale of Cement Grinding Unit at Panipat, Haryana, Previous Year Pursuant to approval of Board of Directors on Profit available for appropriation 3,682.38 4,674.35 25th August 2014, the Company signed a Business Add : Transaction Agreement with Shree Cement Limited, s Provision for Dividend Distribution Tax - 18.00 for sale of Company’s 1.5 MTPA Cement Grinding written –back Unit in Panipat, Haryana for a total consideration ` s Final Dividend Transferred from Trusts - 9.47 of 360 Crores approx., subject to adjustment for (in which Company is sole beneficiary) net working capital & Financial Indebtedness taken over. The Transaction has been consummated at s Transfer from Debenture Redemption 155.40 259.30 ` Reserve 358.22 Crores on April 27, 2015 and will get reflected in the financial results for the current year. Total addition 155.40 286.77 d. Sale of Cement Plants at Bela & Sidhi, M.P. Balance carried to Balance Sheet 3,837.78 4,961.12 Pursuant to the approval given by Board of Directors Basic Earning Per Share [Face value Rs. 2 (5.39) 1.87 rd per share] in Rupees on 23 January 2015, the Company signed an Implementation Agreement with UltraTech Cement Diluted Earnings Per Share (5.10) 1.94 Limited for transfer as slump exchange, of following: [Face value ` 2 per Share] in Rupees Integrated Cement plant with clinker capacity of 2.1 The finance cost aggregating ` 3,436.84 crores and high MTPA & Cement Grinding Capacity of 2.6 MTPA at provision for depreciation aggregating ` 948.89 crores had been two major factors leading to the deteriorating Bela, M.P along with CPP of 25 MW; operating results of the Company during the year under Integrated Cement plant with clinker capacity of 3.1 report. MTPA & Cement Grinding Capacity of 2.3 MTPA at In line with its publically stated policy, your Company Sidhi, M.P along with CPP of 155 MW; remains focussed and committed on reduction of debt for an enterprise value of ` 5,325 Crore, the said through sale of some of its assets, to deleverage its Balance transfer is under process. Sheet and enhance shareholders’ value. e. Sale of Baspa-II & Karcham Wangtoo HEP by JPVL The details of steps taken by the Company/its subsidiaries in this regard are given below. The Restructuring Committee Jaiprakash Power Ventures Limited (JPVL) signed which includes three of the Independent Directors on the an agreement with JSW Energy Limited for sale of Baspa-II and Karcham Wangtoo Hydro Power Plants. Board continues to consider various options to achieve the Pursuant to Order of Hon’ble High Court of Himachal aforesaid objectives. 2 Pradesh at Shimla dated June 25, 2015, the said 4.0 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs) plants have been hived off on September 8, 2015 by way of sale of entire shareholding in Himachal Baspa The Company presently has only one series of th Power Company Limited (a subsidiary of JPVL), at a outstanding FCCBs i.e. FCCB-IV issued on 7 value of Rs.9700 Crores (excluding minor adjustment September 2012 (total size USD 150 million) due date for working capital etc.). The transaction has been 8th September 2017 with an outstanding size of USD consummated. 110.40 million. f. Sale of wind Power plants of 49 MW The particulars about conversion, outstanding amount, coupon, listing etc. of all past and present FCCBs are Your Company on September 30, 2015 has agreed detailed in para 33 of the Corporate Governance to hive off the entire 49 MW capacity of wind power Report forming part of this Report. plants being operated out of which 40.25 MW was in Maharashtra (i.e 16.25 MW at Dhule & 32.75 MW 5.0 EMPLOYEE STOCK PURCHASE SCHEME at Sangli) and 8.75 MW in Gujarat (all at Kutch), on As the Members are aware, “Jaypee Group ESPS, a slump sale basis. The transaction has since been 2009 Trust” was created in 2009 for administering consummated and will get reflected in the financial the Stock Purchase Scheme of the Company namely results of the current year. “Jaypee Employee Stock Purchase Scheme, 2009” Amalgamation of subsidiary company, Jaypee Sports for the ultimate benefit of the employees (including International Limited, into the Company: Directors) of the Company and its subsidiaries. Pursuant to Order dated 14th September 2015 of In terms of the Scheme, the Company issued and ` ` Hon’ble High Court of Judicature at Allahabad, Jaypee allotted 1.25 Crores Equity Shares of 2 each @ 60 ` Sports International Limited (JSIL) a wholly owned per share (including premium of 58 per share) to the th subsidiary of your Company got merged into JAL. said Trust on 14 December 2009. The said Trust was The said Order/Scheme has become effective on 16th also allotted 62,50,000 Equity Shares as Bonus Shares October 2015 i.e. the date when it has been filed with on its holding, in terms of the Bonus Issue made by the th the Registrar of Companies, U.P., the Appointed Date Company on 19 December 2009.