Annual Report 2012-2013 Gateway of 165 Km Yamuna Expressway Connecting Noida to Agra
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Annual Report 2012-2013 Gateway of 165 Km Yamuna Expressway connecting Noida to Agra Toll Plaza at Mathura on Yamuna Expressway First Aid Centre at Jewar Toll Plaza on Yamuna Expressway Bankers/Lenders Board of Directors Axis Bank Limited Manoj Gaur, Chairman-cum-Managing Director Sunil Kumar Sharma, Vice Chairman Bank of Maharashtra Sameer Gaur, Joint Managing Director Corporation Bank M.J. Subbaiah Dena Bank R.N. Bhardwaj ICICI Bank Limited B.K. Goswami IDBI Bank Limited Dr. B. Samal India Infrastructure Finance Company Limited Dr. R.C. Vaish Oriental Bank of Commerce S. Balasubramanian S.C. Gupta Punjab National Bank Arun Balakrishnan Punjab & Sind Bank B.B. Tondon SREI Infrastructure Finance Limited Anand Bordia State Bank of Patiala Har Prasad State Bank of Hyderabad Rakesh Sharma, Whole-time-Director/Managing Director The Jammu & Kashmir Bank Limited Sachin Gaur, Whole-time Director & CFO Rekha Dixit, Whole-time Director UCO Bank Union Bank of India Company Secretary Sanjay Kumar Gupta Registered & Corporate Office Sector 128 Distt. Gautam Budh Nagar NOIDA-201 304 Uttar Pradesh Tel.: +91-120-4609000 Fax: +91-120-4609464 Registrar and Transfer Agent Contents Page No. Karvy Computershare Private Limited Plot No. 17 to 24, Vithalrao Nagar, Notice 2 Madhapur, Hyderabad-500 086. Directors’ Report 7 Andhra Pradesh Tel.:1-800-345 4001 Report on Corporate Governance 9 Fax : +91 40 2342 0814 Corporate Governance Compliance Certificate 14 Management Discussion & Analysis Report 14 Auditors Independent Auditors’ Report 16 R. Nagpal Associates Chartered Accountants Balance Sheet 18 B-8/14, Vasant Vihar New Delhi-110 057 Statement of Profit & Loss 19 Notes (1-40) 20 Website & E-mail Address Cash Flow Statement 33 www.jaypeeinfratech.com Proxy & Attendance Slip [email protected] 1 NOTICE “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter or vary the NOTICE is hereby given that the 6th Annual General Meeting of the terms of appointment of the appointee, including relating to Members of Jaypee Infratech Limited will be held on Monday, the remuneration, as it may, at its discretion, deem fit, from time to 29th day of July, 2013 at 4.00 P.M. at the Auditorium of Jaypee time, provided however that the remuneration after the alteration/ Institute of Information Technology University, A-10, Sector 62, variation shall not exceed the limits specified in applicable NOIDA-201 307, (U.P.) to transact the following business: provisions and Schedule XIII to the Companies Act 1956, or any Ordinary Business Statutory amendment or re-enactment thereof in force.” 1. To receive, consider and adopt the audited Balance Sheet as 11. “RESOLVED THAT pursuant to the provisions of Sections at 31st March, 2013, the Statement of Profit & Loss for the year 198, 269 and 309 read with Schedule XIII and other applicable ended on that date and the Reports of the Directors and the provisions, if any, of the Companies Act, 1956, the approval of Auditors thereon. the Company be and is hereby accorded to the re-appointment of Smt. Rekha Dixit as Whole-time Director of the Company 2. To declare Dividend for the Financial Year 2012-13. for a further period of three years with effect from 1st June, 2013 3. To appoint a Director in place of Shri Manoj Gaur, who retires by on the remuneration and terms & conditions mentioned in the rotation and, being eligible, offers himself for re-appointment. Explanatory Statement annexed to this Notice.” 4. To appoint a Director in place of Shri Sunil Kumar Sharma, “RESOLVED FURTHER THAT pursuant to Section 198 and all who retires by rotation and, being eligible, offers himself for re- other applicable provisions of the Companies Act, 1956, the appointment. remuneration as set out in the said Explanatory Statement be paid as minimum remuneration to Smt. Rekha Dixit notwithstanding 5. To appoint a Director in place of Shri B.K. Goswami, who that in any financial year of the Company during her tenure as a retires by rotation and, being eligible, offers himself for re- Whole-time Director, the Company has made no profits or profits appointment. are inadequate.” 6. To appoint a Director in place of Shri S.C. Gupta, who retires by “RESOLVED FURTHER THAT the Chairman of the Company rotation and, being eligible, offers himself for re-appointment. be and is hereby authorised to fix the inter-se ceilings/limits of 7. To appoint a Director in place of Smt. Rekha Dixit, who retires various perquisites.” by rotation and, being eligible, offers herself for re-appointment. “RESOLVED FURTHER THAT the Board of Directors of the 8. To appoint M/s R. Nagpal Associates, Chartered Accountants, Company be and is hereby authorized to alter or vary the terms of as Statutory Auditors of the Company, to hold office from the appointment of the appointee, including relating to remuneration, conclusion of this Annual General Meeting until the conclusion as it may, at its discretion, deem fit, from time to time, provided of the next Annual General Meeting and to authorize the Board however that the remuneration after the alteration/variation shall of Directors to fix their remuneration. not exceed the limits specified in Schedule XIII to the Companies Act 1956 or any Statutory amendment or re-enactment thereof in Special Business force.” To consider and, if thought fit, to pass, with or without modification(s) By Order of the Board the following resolutions: For JAYPEE INFRATECH LIMITED As Ordinary Resolution: Place : New Delhi SANJAY KUMAR GUPTA 9. “RESOLVED THAT Shri Anand Bordia be and is hereby Date : 27th April, 2013 Company Secretary appointed a Director of the Company, liable to retire by rotation.” NOTES: 10. “RESOLVED THAT pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII and other applicable (i) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE provisions, if any, of the Companies Act, 1956, the approval of the MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND Company be and is hereby accorded to the re-appointment of AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED Shri Sachin Gaur as Whole-time Director of the Company for NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER a further period of three years with effect from 10th September, TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY 2013 on the remuneration and terms & conditions mentioned in NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME the Explanatory Statement annexed to this Notice.” OF THE MEETING. A BLANK PROXY FORM IS ENCLOSED. “RESOLVED FURTHER THAT pursuant to Section 198 and all (ii) Corporate Members intending to send their respective other applicable provisions of the Companies Act, 1956, the authorized representatives are requested to send a duly certified remuneration as set out in the said Explanatory Statement be paid copy of the Board/Governing Body resolution authorizing as minimum remuneration to Shri Sachin Gaur notwithstanding such representatives to attend and vote at the Annual General that in any financial year of the Company during his tenure as a Meeting. Whole-time Director, the Company has made no profits or profits (iii) All documents referred to in the Notice as well as the Annual are inadequate.” Report are open for inspection at the Registered Office of “RESOLVED FURTHER THAT the Chairman of the Company the Company on all working days, except Sunday and other be and is hereby authorised to fix the inter-se ceilings/limits of holidays, between 11:00 A.M. and 1:00 P.M. up to the date of the various perquisites.” Annual General Meeting. 2 (iv) Relevant Explanatory Statement pursuant to Section 173(2) of (b) note that no gifts/coupons shall be distributed at the the Companies Act, 1956 in respect of resolutions set out under Annual General Meeting; and item Nos. 9 to 11 is annexed hereto. (c) quote their Folio/Client ID & DP ID No. in all (v) The Register of Members and Share Transfer Books will remain correspondence. closed from Tuesday, the 23rd July, 2013 to Monday, the 29th (xii) Any query relating to Accounts or any other items of business set July, 2013 (both days inclusive). out in the Agenda of the Meeting must be sent to the Company’s (vi) Members who are holding shares in physical form are requested Registered Office at Sector 128, NOIDA – 201 304, U.P. at least to notify the change in their respective addresses or Bank details seven days before the date of the Meeting. The envelope may to the Company and always quote their Folio Numbers in all please be superscribed “AGM QUERIES – Attn.: Shri Sanjay Kumar Gupta, Company Secretary”. correspondence with the Company. Those holding shares in electronic form are requested to notify any change in addresses (xiii) Relevant details, in terms of Clause 49 of the Listing Agreement, or Bank details to their respective Depository Participants. in respect of the Directors retiring by rotation and proposed to be re-appointed are as under: (vii) Members can avail of the nomination facility in terms of Section 109A of the Companies Act, 1956 by nominating in Form 2B, as Shri Manoj Gaur, aged about 48 years, holds a Degree in Civil prescribed under Companies (Central Government’s) General Engineering from Birla Institute of Technology and Science, Rules and Forms, 1956, any person to whom their shares shall Pilani. vest on occurrence of events stated in the said Form. Blank Shri Manoj Gaur has over 25 years rich experience in all spheres Forms can be supplied on request. Form 2B is to be submitted of Corporate Management. Shri Manoj Gaur is Chairman- in duplicate: (a) in case of shares held in physical form, to the cum-Managing Director of Jaypee Infratech Limited.