DIRECTORS' REPORT. To, The Members

Transcription

1 DIRECTORS' REPORT To, The Members The Directors of your Company are pleased to present the 4 th Annual Report together with the Audited Accounts of the Company for the year ended March 31, WORKING RESULTS The statement of Profit & Loss for the year ended 31 st March, 2012 shows the Income & Expenditure and appropriation of the profit as under:- Current Year ended INCOME From Operations 946,30,00,311 - Other Income 3,43,55,956 - Total Income EXPENDITURE Operating Expenses 768,23,91,423 - Finance Costs 117,15,94,930 - Depreciation & amortization 44,33,02,061 - Total Expenditure 929,72,88,414 - Current Tax - - Deferred Tax 60,78,863 - Profit/ (Loss) after Tax - - Profit/ (Loss) b/f from previous year Debenture Redemption Reserve Balance carried to Balance Sheet PROGRESS OF THE PROJECT / ACTIVITIES (2,01,52,848) (2,01,52,848) 5,00,00,000-11,91,33,141 (2,01,52,848) Jaypee Sports International Limited was incorporated on 20 th October, The Company was allotted around 1100 Ha of land for development of Special Development Zone (SDZ) with sports as core activity by Yamuna Expressway Industrial Development Authority (YEA). This area is inclusive of 100 Ha of land to be used for Abadi Development. The core activities are Motor Race Track, suitable for holding Formula One race and setting up a Cricket Stadium of International standard to accommodate above 1,00,000 spectators and others. The Motor Race Track known as Buddh International Circuit (BIC) was completed well in time and the Company successfully hosted the First Indian Grand Prix from 28 th to 30 th October, The success of the event was acknowledged by winning of many awards and accolades: Best Promoter of the Year FIA award, Man of the year BBC Top Gear & Man s World, Motor Sport Award of the Year CNBC TV Award, Motorsport Award of the Year Economic Times Zigwheels Award. Best Motorsport Facility Autotrack Motorsports Award etc. Buddh International Circuit (BIC) has conducted various events national and international during November, 2011 to April, BIC is focusing on generation of revenue by placing BIC as one stop destination for Exhibition, concerts, product launches and other promotional activities besides having its regular Indian Grand Prix, next F1 race having been scheduled for October, The Company has also made significant progress in development of non core area planned for group housing, plots, multi storey flats, commercial area, institutional area, roads, open space and other social activities. OUTLOOK After the spectacular success of the Indian Grand Prix 2011, Buddh International Circuit (BIC) is in the process of finalizing other national and international events and fixing its entire attention on generation of revenue for Company by placing BIC as a one stop destination for Exhibition, concerts, product launches and other promotional activities. During previous year, the Company launched its projects of development of land in Jaypee Sports City spread over 5000 acres. The work of development and marketing of these projects is progressing satisfactorily with the help of Jaiprakash Associates Limited, its holding Company. During the current year, the Company expects better results. The development of Sports City, inter-alia, comprises various thematic districts offering residential, sports, commercial and institutional facilities. The commercial zone will offer well defined area for elaborate financial and civic centres, along with Residential Districts which will have a vast range of products including villas, town homes, residential plots and mid to high rise apartment blocks, with regular water supply and 24 hours electric power supply, to suit the requirements of all. DIVIDEND Though the project relating to Formula One Track was completed but due to the paucity of profit from the other areas, the Board of Directors could not recommend any dividend for the year SHARE CAPITAL During the year under Report, the Board of Directors issued additional equity share capital of Croes to M/s Jaiprakash Associates Limited, thus raising the paid up capital from Cores to Crores. Further, the Company has issued and allotted Compulsorily Convertible Debentures (CCDs) for Crores to IFCI Ltd. DIRECTORATE During the period under Report, Smt. Rita Dixit, Director resigned from the Directorship of the Company w.e.f and Shri Ravi Sreen, Director resigned from the Directorship of the Company w.e.f

2 The Board places on record its appreciation for the valuable contribution of Smt. Rita Dixit and Shri Ravi Sreen during their tenure on the Board. In accordance with the Article No. 84 of Articles of Association and Section 259 of the Companies Act, 1956, S/Shri Manoj Gaur, Shri Sunil Kumar Sharma and Smt. Rekha Dixit, Directors, would retire by rotation in the forthcoming Annual General Meeting of the Company. They being eligible have offered themselves for reappointment. The Board in its meeting held on 26 th May, 2012 has co-opted Shri M.S. Srivastava as an Additional Director and who is proposed to be appointed as Director liable to retire by rotation in the ensuing Annual General Meeting. His brief particulars are given below: Shri M.S. Srivastava (Age 72 years) is associated with Jaypee Group for the last 32 years. He is Bachelor of Science, Lucknow University, Bachelor of Engineering, University of Roorkee and Master of Engineering (Dam Design, Hydraulic and Irrigation Engineering) University of Roorkee. Before joining Jaiprakash Associates Limited in 1981, he was working with Irrigation Department of the State of Uttar Pradesh for 20 years. He has wide experience and in-depth knowledge and acumanship in Administration, Planning and Execution of the Projects. Shri M.S. Srivastava is also Director on the Board of Jaiprakash Kashmir Energy Ltd. and Jaiprakash Associates Ltd. AUDITORS M/s Dewan PN Chopra & Co., Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. FIXED DEPOSIT The Company has not received any Fixed Deposit during the year under report. PARTICULARS OF EMPLOYEES The statement showing the particulars of employees pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 is annexed and forms an integral part of this report. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO Since your Company does not own, so far, any manufacturing facility, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable. The details of the foreign exchange out go are given in the Note No. 32 of Notes to Financial Statement. respect of the audited annual accounts for the year ended March 31, 2012:- 1. that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; 2. that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2012 and the expenditure of the Company for the period; 3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. that the Directors had prepared the annual accounts on a going concern basis. NOTES ON ACCOUNTS The Auditors Report does not contain any adverse remarks or qualifications, hence the same does not call for further information or explanation. EMPLOYEES RELATIONS Employees relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked and achieved commendable progress. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for and gratitude to various departments and undertakings of the Central and State Governments, Financial Institutions and Banks who have helped the Company by extending their best cooperation and support during the year under report, without which, the Company could not have achieved the desired progress. Your Directors also place on record their appreciation of the whole team of Executives and Staff who worked day and night to make Formula One Indian Grand Prix a great successful event. Your Directors also wish to place on record their appreciation of the continued support extended by the members, who had always been a source of inspiration to the Board. On Behalf of the Board 358 DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management and after due enquiry, confirm in Place : Noida Date : 26 th May, 2012 MANOJ GAUR CHAIRMAN

3 Annexure to the Directors Report PARTICULARS OF EMPLOYEES Information in pursuance to Sub-section 2A of Section 217 of the Companies Act, 1956 is given below: Name of Employee, Designation/Nature of Duties, Gross Remuneration (), Qualification, Age (in years), Total Experience (in years), Date of commencement of Employment, Previous Employment. A. Employed throughout the year and in receipt of remuneration aggregating 60,00,000/- or more per annum 1. Shri Sameer Gaur, Managing Director & CEO, 1,58,88703/- MBA, 42,17, w.e.f , Jaypee Infratech Ltd. 2. Shri Mohd. Azhar Bin Abd Rahman, General Manager (Operation), 88,68486/-, M.Sc., 42,15, w.e.f , CRO Scpang International Circuit, Malaysia. B. Employed for part of the year and in receipt of remuneration aggregating 5,00,000/- or more per month 1. Shri Boris Lazaric, Chief Operating Officer (Construction), 2,26,98897/-, BE (Civil) MS (Engg.),62,33, w.e.f , Lahmeyer International Gmbh, Germany. Note : Gross remuneration includes Salary, H.R.A. and other perks like Medical Reimbursement, Leave Travel Assistance, Furnishing Allowance and Company s contribution towards Provident Fund and Income Tax borne by the Company etc. but exclude provision for Gratuity & Leave Encashment. Shri Sameer Gaur is the brother of Shri Manoj Gaur and Smt. Rekha Dixit. AUDITORS REPORT TO THE MEMBERS OF JAYPEE SPORTS INTERNATIONAL LIMITED We have audited the attached Balance Sheet of JAYPEE SPORTS INTERNATIONAL LIMITED Sector-128, Noida, as at 31 st March 2012, Statement of Profit & Loss and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of company s management. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurances about whether financial statements are free from material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 1. As required by the Companies (Auditor s Report) Order, 2003 (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order to the extent applicable to the Company. 2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; ii. In our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of those books. iii. The Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account; iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable. v. On the basis of written representation received from directors and taken on record by Board of the directors, we report that none of the directors of the Company is disqualified as on 31 st March 2012 from being reappointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, vi. In our opinion and to the best of our information and according to the explanations given to us, the Balance sheet, Statement of Profit & Loss and the Cash Flow Statement read with Notes to Accounts and Accounting Policies, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: - a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012; b) In the case of Statement of Profit & Loss, of the Profit for the year ended on that date; c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. For Dewan P. N. Chopra & Co. Chartered Accountants FRN: N Ashwani Kumar Mishra Place: New Delhi Partner Dated: 26 th May, 2012 M. No

4 The Annexure referred to in paragraph 1 of Our Report of even date to the members of JAYPEE SPORTS INTERNATIONAL LIMITED for the year ended 31 st March 2012 On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:- (i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) As explained to us, the management has physically verified the fixed assets at reasonable intervals and no material discrepancies were noticed on such verification. (c) In our opinion, and according to the information and explanations given to us, no fixed assets have been disposed off during the year, so as to affect the going concern assumption. (ii) (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. As explained to us, no material discrepancy was noticed on physical verification of stocks by the management as compared to book records. (iii) According to the information and explanations given to us and on the basis of our examination of the books of account, no loan has been granted to or taken from any parties covered in the register maintained under Section 301 of the Companies Act, In view of our observations, other sub-clauses of clause (iii) are not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, there are generally reasonable internal control procedures for the purchase of Inventories, fixed assets & for sale of goods & services commensurate with the size of the company and the nature of its business. No continuing failures to correct major weakness in internal control system were observed. (v) (a) As per information & explanations given to us, the contracts and arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) As per information & explanations given to us and according to our verification of the records, the company has not entered into any transaction referred to in Sections 297 & 299 of the Act, thus clause regarding reasonableness of prices is not applicable. (vi) As per the information & explanations given to us, the company has not accepted any deposits from the public; hence the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable. (vii) As per information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business. (viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. (ix) (a) As per the records produced before us and according to the information and explanations given by the management, the company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess etc. with the appropriate authorities to the extent applicable to it. There are no undisputed dues at the end of the period which have remained outstanding for a period of more than six months from the date they become payable. (b) As per the records produced before us and according to the information and explanations given to us, there are no dues of Income-tax, Salestax, Customs duty, Wealth tax, Service tax, Excise duty or cess which have not been deposited on account of any dispute. (x) As the Company has been registered for a period of less than five years, Clause (x) of the Order relating to accumulated losses & cash losses is not applicable to it. (xi) Based on our audit procedures and as per information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder. (xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities. 360

5 (xiii) According to information and explanations given to us, the company is not a chit fund or a nidhi / mutual benefit fund/ society. Hence, this clause is not applicable. (xiv) According to the information and explanations given to us, the company is not a dealer or trader of shares, securities, debentures etc. Hence, this clause is not applicable. (xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from a bank or financial institution. (xvi) Based on our audit procedures and as per the information and explanations given by the management and on an overall examination of the Balance Sheet of the Company as at 31 st March, 2012 we report that the term loans have been applied for the purpose for which they were obtained. (xvii) Based on the information and explanations given to us by the management and on an overall examination of the Balance Sheet of the Company as at 31 st March, 2012, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) Based on the audit procedures performed and as per the information and explanations given to us, the company has during the year not made any preferential allotment of shares to parties listed in the register maintained u/s 301 of the Act. (xix) According to information and explanations given to us during the year covered by our audit report, the Company has issued unsecured, redeemable debentures. Since the debentures are unsecured, the Company is not required to create any security. (xx) The Company has not raised any money by public issue during the year. (xxi) Based on the audit procedures performed and as per the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of any such case by the management. For Dewan P. N. Chopra & Co. Chartered Accountants FRN: N Ashwani Kumar Mishra Place: New Delhi Partner Dated: 26 th May, 2012 M. No

6 BALANCE SHEET AS AT 31 st MARCH, 2012 Particulars Note No. As at As at I. EQUITY AND LIABILITIES (1) Shareholders funds (a) Share capital 2 5,670,000,000 5,520,000,000 (b) Reserves and surplus 3 117,133,348 (20,152,848) (c) Money received against share warrants - - 5,787,133,348 5,499,847,152 (2) Share application money pending allotment - 900,000,000 (3) Non-current liabilities (a) Long-term borrowings 4 21,197,994,011 17,108,433,780 (b) Deferred Tax Liabilities (net) 5 60,781,863 - (c) Other Long-term liabilities - - (d) Long-term provisions 6 4,154,612 2,171,054 21,262,930,486 17,110,604,834 (4) Current liabilities (a) Short-term borrowings - - (b) Trade payables 1,143,348, ,560,804 (c) Other current liabilities 7 11,315,190,462 5,720,116,059 (d) Short-term provisions 8 43,465,975 1,041,312 12,502,005,392 6,195,718,174 Total 39,552,069,226 29,706,170,160 ASSETS (5) Non-current assets Fixed assets (a) (i) Tangible assets 9 23,011,101,332 7,089,340,998 (ii) Intangible assets 9 12,941,946 (iii) Capital work-in-progress 9A 48,771,989 5,596,068,676 (iv) Intangible assets under development - - (b) Non-current investments - - (c) Deferred tax assets (net) - - (d) Long term loans and advances ,216, ,082,311 (e) Other non-current assets ,307,031,978 12,839,491,984 (6) Current assets (a) Current investments - - (b) Inventories 11 14,167,996,552 14,249,696,593 (c) Trade receivables ,377,741 - (d) Cash and cash equivalents ,575,049 1,673,685,623 (e) Short-term loans and advances 14 1,103,192, ,669,381 (f) Other current assets ,895, ,626,580 16,245,037,248 16,866,678,176 Total 39,552,069,226 29,706,170,160 Statement of Profit and Loss for the year ended 31 st March, 2012 Income Note No For the Year ended March 31, 2012 For the Year ended Revenue from operations 16 9,463,000,311 - Other income 17 34,355,956 - Total Revenue 9,497,356,267 - Expenses Cost of sales 18 7,096,058,232 - Employees benefits expenses ,307,649 - Finance Costs 20 1,171,594,930 - Depreciation & amortisation expenses 444,740,055 - Other expenses ,587,342 - Total Expenses 9,299,288,208 - Profit before exceptional and extraordinary items and tax 198,068,059 - Exceptional items - - Profit before extraordinary items and tax 198,068,059 - Extraordinary Items - - Profit before tax 198,068,059 - Tax expense Current tax Minimum Alternate Tax 40,018,778 MAT Credit Entitlement (40,018,778) - Deferred tax 60,781,863 Profit for the period from continuing operation 137,286,196 - Profit from discontinuing operations - - Tax expenses of discontinuing operations - - Profit from discontinuing operations (after tax) - - Profit for the period - - Earning per equity share 22 Basic Diluted Significant Accounting Policies 1 Significant Accounting Policies 1 As per our report of even date attached For and on behalf of the Board As per our report of even date attached For and on behalf of the Board For Dewan P N Chopra & Co. Chartered Accountants Manoj Gaur Chairman For Dewan P N Chopra & Co. Chartered Accountants Manoj Gaur Chairman Ashwani Kumar Mishra Partner M.No Firm Regn. No N Sameer Gaur Managing Director & CEO Ashwani Kumar Mishra Partner M.No Firm Regn. No N Sameer Gaur Managing Director & CEO Place: Noida Dated: 26 th May, 2012 P N Kumar Company Secretary Place: Noida Dated: 26 th May, 2012 P N Kumar Company Secretary 362

7 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012 Note Basis of preparation of Financial Statements a. The accounts are prepared on historical cost basis and on the principles of a going concern. b. Accounting policies not specifically referred to otherwise, are consistent and in consonance with generally accepted accounting principles and Accounting Standards issued by the Institute of Chartered Accountants of India. 1.2 Significant Accounting Policies A. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known/ materialize. B. Fixed Assets Fixed assets are stated at cost of acquisition or construction inclusive of freight, erection and commissioning charges, duties and taxes, expenditure during construction period, Interest on borrowings and financing costs upto the date of acquisition / installation. C. Depreciation Depreciation on Fixed Assets is provided on Straight Line Method as per the classification and in the manner specified in Schedule XIV to the Companies Act, D. Leased Assets (i) Operating Lease: Rentals are expensed with reference to lease terms. (ii) Financial Leases: The lower of the fair value of the assets or present value of the minimum lease rentals is capitalised as Fixed Assets and corresponding amount shown as Lease Liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to the Profit and Loss Account. E. Impairment of Assets If the carrying amount of Fixed Assets exceeds the recoverable amount on the reporting date, the carrying amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of net selling price or the value in use determined by the present value of estimated future cash flows. F. Expenditure during Construction Period (i) Expenditure during construction period, pending allocation, not directly attributable / identifiable to the Core and Non-core activities i.e. development of Sports Project and Real Estate are apportioned to Capital workin-progress and Project under Development in the year in which such expenses are incurred in the ratio of 35% and 65%. (ii) Expenditure incurred on the Project / Assets during Construction / Implementation is capitalized and apportioned to Project / Assets on commissioning of the Project. G. Project under Development The stock of land and plot of non core area is valued at cost (average cost) or as revalued on conversion to stock-in-trade, as applicable. Cost shall include acquisition cost of land, land development expenses, internal development costs, construction costs, material costs, borrowing costs and cost of services etc. H. Capital Work-in-Progress Capital work-in-progress represents capital expenditure incurred in respect of core activity i.e. development of Sports Project and is carried at cost, which includes land development expenses, internal development charges, construction costs, advances to contractors & others, Cost of Equipment, stores & spares consumed, borrowing costs capitalised, technical consultancy fee, Formula One Race Promotion Expenses and other direct expenditure. I. Inventories The closing stocks are valued on the basis of weighted average cost method. J. Investments Investments are stated at cost and where there is permanent diminution in the value of Investments a provision is made, wherever applicable. Dividend is accounted for as and when received. K. Revenue Recognition: (a) Constructed Properties Revenue from real estate development of constructed properties is recognised based on the percentage of completion method. Total sale consideration as per the legally enforceable agreements to sell entered into with the buyer is recognised as revenue based on the percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred being 30 percent or more of the total estimated project cost. Project cost includes cost of land, estimated cost of construction and development of such properties. The estimates of the saleable area and costs are reviewed periodically and effect of any changes in such estimates is recognized in the period such changes are determined. Where aggregate of the payment received from customers provide insufficient evidence of their commitment to make the complete payment, revenue is recognized only to the extent of payment received. (b) Undeveloped Land Revenue from sale / sub-lease of undeveloped land is recognised when full consideration is received against agreement to sell / sub-lease; all significant risks and rewards are transferred to the customer and possession is handed over. (c) Developed Land Revenue from sale / sub-lease of developed land / plot is recognised based on the percentage of completion method when a firm agreement has been entered into and thirty (30) percent or more of the consideration is received and where no significant uncertainty exists regarding the amount of the consideration that will be derived from such sales and it is not unreasonable to expect ultimate collection, and all significant risks and rewards are transferred to the customer. The risks and rewards are effectively transferred to the customers when: 363

8 (i) a legally enforceable agreement for sale/ sublease has been entered into with the buyer and all the conditions of the agreement are satisfied even though the legal title is not passed or the possession of the leased plot is not given to the buyer. (ii) the buyer has a right under the sub-lease to sell or transfer his interest in the property, subject to the condition that the purchaser or transferee agrees in writing to abide by the terms and conditions of the sale/ sub-lease. L. Borrowing Costs Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to get ready for intended use or sale. All other borrowing costs are charged to revenue. M. Foreign Currency Transactions (i) Monetary assets and liabilities related to foreign currency transactions and outstanding at the close of the year are expressed in Indian Rupees at the rate of exchange prevailing on the date of Balance Sheet. (ii) Transactions in foreign currency are recorded in the books of account in Indian Rupees at the rate of exchange prevailing on the date of transaction. N. Employee Benefits Employee Benefits are provided in the books as per AS-15 (revised) in the following manner: (i) Provident Fund and Pension Contribution as a percentage of salary / wages is a Defined Contribution Scheme. (ii) Gratuity and Leave Encashment is a defined benefit obligation. The liability is provided for on the basis of Actuarial Valuation made at the end of each Financial Year. The Actuarial Valuation is made on Projected Unit Credit method. O. Miscellaneous Expenditure Preliminary Expenses are written off in the year in which the same are incurred in terms of Accounting Standard (AS-26). P. Taxes on Income (i) Current Tax is determined as per the provisions of the Income Tax Act in respect of the Taxable Income. (ii) Deferred Tax Liability is computed as per Accounting Standard (AS-22). Deferred Tax Asset and Deferred Tax Liability are computed by applying tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Q. Earnings Per Share Basic earnings Per Equity Share is computed by dividing the net profit or loss after tax by the weighted average number of Equity Shares outstanding during the year. R. Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statements. Note 2 Share Capital Authorised 750,000,000 Equity Shares of 10/- each 25,000,000 Redeemable Preference Shares of 100/- each Issued 567,000,000 Equity Shares of 10/- each fully paid-up. Subscribed & Paid up 567,000,000 Equity Shares of 10/- each fully paid-up. March 31,2012 7,500,000,000 7,500,000,000 2,500,000,000 2,500,000,000 10,000,000,000 10,000,000,000 5,670,000,000 5,520,000,000 5,670,000,000 5,520,000,000 Note 2.1 Reconciliation of the number of the equity shares outstanding Particulars March 31, 2012 Number Number Shares outstanding at the beginning of the year 552,000,000 5,520,000, ,000,000 5,520,000,000 Shares issued during the year 15,000, ,000, Shares outstanding at the end of the year 567,000,000 5,670,000, ,000,000 5,520,000,000 Note 2.2: The Rights attached to the each class of shares (I) The company has only one class of equity shares having a par value of 10/- per share. Each shareholder is eligible for one vote per share and is entitled for dividend. (II) Preference shareholder is entitled for dividend at a fixed rate and is not entitled to vote at the General Meetings of the company. Note 2.3 The Equity shares held by the holding company and its Associates Name of the equity shareholders Jaiprakash Associates Limited Jaypee Development Corporation Limited Jaypee Infra Ventures (A private company with unlimited liability) Nature of Relationship Holding company Subsidiary of Associate company Associate Company March 31, ,877, ,877,000 50,000,000 50,000,000 2,110,000 2,110,000 Note 2.4 The equity shares held by the shareholders more than 5% of the aggregate shares in the company. Name of the equity shareholders Jaiprakash Associates Limited Jaypee Development Corporation Limited March 31, 2012 Number of shares held % of holding Number of shares held % of holding 514,877, ,877, ,000, ,000,

9 Note 3 Reserves & Surplus March 31, 2012 Debenture Redemption Reserve 50,000,000 - Surplus Profit / (Loss) brought forward from (20,152,848) (20,152,848) previous year Add: Profit for the year 137,286,196 - Less : Transfer to Debenture Redemption Reserve (50,000,000) 67,133, ,133,348 (20,152,848) Note '4' Long Term Borrowings A. Secured Loans Term Loans from Banks & Financial Institutions 8,717,162,580 5,311,518,829 B. Unsecured Loan Term Loans from Bank 1,000,000,000 - C. Other unsecured assistance I. Debentures (10,000 Redeemable debentures of 1,00,000 each) 1,000,000,000 - ii. From Banks & Financial Institutions 2,500,000,000 2,500,000,000 Total 3,500,000,000 2,500,000,000 D. Deferred payment for land 7,980,831,431 9,296,914,951 Total (A+B+C+D) 21,197,994,011 17,108,433, Security and terms of repayment for Long Term Secured Borrowings (i) Term loans of 771,71,62, from Banks & Financial Institution are secured / to be secured by first pari-passu charge on all immovable and movable fixed assets pertaining to the core area sports project (both present and future) and second pari-passu charge on all current assets including receivables pertaining to the aforesaid sports infrastructure project, subject to first charge of the working capital lenders and personal guarantee of Shri Manoj Gaur, Chairman & Shri Sameer Gaur, MD & CEO. Terms of repayment: Repayable in 24 equal quarterly instalments commencing from October, Last instalment due in second quarter (July - September) of FY (ii) Term loan of 100,00,00,000/- from a bank, secured by subservient charge on current assets of Sports Infrastructure Project, corporate guarantee of Jaiprakash Associates Limited, the holding company and personal guarantee of Shri Manoj Gaur, Chairman & Shri Sameer Gaur, MD & CEO. Terms of repayment: Repayable in twelve equal quarterly instalments from the date of first disbursement, after moratorium period of two years, commencing from In case put option is exercised by a bank at the end of two years from the date of first disbursement, repayable in four equal quarterly instalments commencing from Terms of repayment of Unsecured Loan Term loan of 100,00,00,000/- from a bank, subject to Corporate Guarantee of Jaiprakash Associates Limited, the holding company and personal guarantee of Shri Manoj Gaur, Chairman & Shri Sameer Gaur, MD & CEO. Terms of repayment: Repayable in four equal quarterly instalments from the date of first disbursement, after moratorium period of two years, commencing from Terms of repayment of Other unsecured assistance (i) Compulsorily Convertible Debentures (CCDs) are subject to pledge of 15.2 crore equity shares of 10/- each by Jaiprakash Associates Limited and personal guarantee of Shri Manoj Gaur, Chairman & Shri Sameer Gaur, MD & CEO. Terms of Redemption: Redeemable at the end of 14 th, 15 th & 16 th quarters from date of draw down i.e , in case put option is exercised by IFCI Limited. The said CCDs can be redeemed at the end of 12 th & 14 th quarter from initial subscription if call option is exercised by the company. (ii) Unsecured facility of 250,00,00,000/- from ICICI Bank Limited by way of Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS). Jaypee Infratech Limited, a fellow subsidiary company, has given an undertaking to ICICI Bank Limited to exercise the option to purchase the outstanding amount of the said facility after five years or under the circumstances as stipulated in the terms & conditions of the sanction. 4.4 Deferred payment for land Land admeasuring hectares (previous year: Ha.) (Inclusive of ha for Village Development and Abadi Extension, as per terms of allotment) has been allotted to the Company by Yamuna Expressway Industrial Development Authority (YEA). Lease Deeds in respect of ha (Previous year: ) have been executed and lease Deeds for the balance ha are being executed, whereas land about ha is expected to be allotted shortly. Principal amount amounting to 798,08,31,431/- (previous year: 929,69,14,951/- payable in half yearly instalments for land admeasuring hactare in respect of which Lease Deeds have been executed (inclusive of ha) for Village Development & Abadi Extension payable to YEA in twenty half yearly instalments alongwith interest on reducing prevailing SBI PLR. Last instalment shall be due in December, Note 5 Deferred Tax Liabilities (Net) March 31, 2012 A Deferred Tax Liability 631,424,700 - On account of Depreciation B Deferred Tax Assets On account of Unabsorbed 570,642,837 - Lossess carried forward Total 60,781,863 - Note 6 Long Term Provisions Provision for Employee Benefits - Provision for Leave Encashment 4,154,612 2,171,054 4,154,612 2,171,054 Note 7 Other current liabilities (i) Current maturities of longterm 2,905,242,444 1,987,701,658 debts (ii) Interest accrued but not due 1,120,635, ,413,848 (iii) Advances from Customers 4,662,108,988 2,235,957,817 (iv) Creditors for capital 810,198,692 - expenditure (v) Over drawn bank balances 218,276, ,072,829 (vi) Other payables - Related 1,501,810,634 1,348,321 Party (vii) Other payables - Employees 10,668,130 7,021,870 (viii) Other payables 86,249, ,599,716 11,315,190,462 5,720,116,059 Note 8 Short term provisions (i) Income Tax 42,513, ,549 (ii) Employee Benefits Provision for Leave 952, ,763 encashment 43,465,975 1,041,

10 Note 9 Fixed Assets PARTICULARS As On Additions during the year GROSS BLOCK DEPRECIATION NET BLOCK Sale / As On Upto For the year Tfd to Pre On Sale / Upto As On Adjustment / Operative Adjustment / Transfer Transfer As On A. Tangible Assets Leasehold Land 6,969,808, ,780,142-7,335,589, ,335,589,095 6,969,808,953 Purely Temporary 167,168, ,168,703 83,584,352-83,584,352 83,584,352 Erections Buildings - 5,168,501,880-5,168,501,880 86,313,981-86,313,981 5,082,187,898 Race Track - 5,849,125,274-5,849,125, ,916, ,916,725 5,710,208,549 Plant & Machinery 30,154,216 4,152,762,558-4,182,916,774 1,299,195 99,809, , ,359,631 4,081,557,143 28,855,021 Furniture & 9,007,534 87,930,855-96,938, ,786 3,253,407 99,781 3,829,974 93,108,415 8,530,748 Fixtures Office Equipments 54,091, ,930, ,022,446 1,009,957 10,216, ,639 11,676, ,346,024 53,081,927 Computers 11,111, ,038, ,149,708 1,255,304 18,347, ,199 19,917, ,231,752 9,855,970 Motor Vehicles 20,557,408 26,281,029-46,838,437 1,349,029 2,859, ,767 4,550,332 42,288,105 19,208,379 Total 7,094,731,270 16,366,519,437-23,461,250,706 5,390, ,302,061 1,457, ,149,374 23,011,101,332 7,089,340,998 Previous Year 5,944,137,300 1,150,593,969-7,094,731, ,978 4,494, ,390,271 7,089,340,998 B. Intangible Assets Computer Software 14,379,940 14,379,940 1,437,994-1,437,994 12,941,946 Capital work- in- Progress inclusive of Incidental Expenditure during Construction, pending allocation (Refer Note 9A) 48,771,989 5,596,068,676 Note 9A Capital Work-in-Progress March 31, 2012 Opening Balance 5,490,027,642 1,015,038,774 Construction Costs 4,671,483,966 3,441,608,051 Plant & Machinery 507,228,133 96,139,973 Project Expenses 792,981, ,634,199 Cricket Stadium 43,165,344 5,606,645 11,504,886,518 5,490,027,642 Incidental Expenditure during Construction 303,743, ,041,034 (Refer to Note 9B) 11,808,630,471 5,596,068,676 Less: Capitalised on ,759,858,482-48,771,989 5,596,068,676 March 31, 2012 Add : Provision for Wealth Tax - 146,650 Provision for Income Tax no more required - (2,411,000) 303,743, ,974,384 Less: 65% being Common Expenses, apportioned to Project - 196,933,350 Under Development Transferred to Capital Work in Progress (Net of Apportionment) (Refer to Note 9A) 303,743, ,041,034 Note 9B Incidental expenditure during construction, pending allocation Opening Balance 106,041, ,468,054 Salary, Wages, Bonus and other Benefits 90,384, ,623,578 Contribution to Provident Fund 1,395,892 3,025,580 Rent 1,154,297 - Rates & Taxes 1,402,337 1,665,205 Travelling & Conveyance 15,234,401 18,771,471 Vehicle Running & Maintenance 1,414,841 1,057,512 Consultancy & Professional Fee 55,753,987 20,086,590 Insurance 1,288,974 2,977,855 Postage & Telephone 1,423,691 1,577,208 Bank Charges & Bank Guarantee Commission 5,497,286 11,427,638 Security Service Charges 13,290,187 - Electricity & Power Charges 2,971,415 33,516 Repair & Maintenance 2,552,758 55,494 Printing & Stationery 1,933,548 2,110,238 Miscellaneous 547,954 5,864,502 Depreciation 1,457,043 4,494, ,743, ,238,734 Note 10 Long Term Loans and Advances (Unsecured, considered good) Advance for land 179,696, ,855,061 MAT Credit Entitlement 40,018,778 - Security Deposits: With Govt. Department & Public Bodies 10,700,000 10,700,000 With Others 3,801,750 2,527, ,216, ,082,311 Note 11 Inventories (As per inventories taken, valued and certified by the Management) Stores & Spares (at weighted average) 116,693,056 - Project Under Development (at cost) 14,051,303,496 14,249,696,593 14,167,996,552 14,249,696,

11 Note 11A Project Under Development March 31, 2012 Opening Balances * 1,570,877, ,503,360 Land 13,318,194,266 12,273,318,209 Lease Rent 356,372, ,567,880 Construction Expenses 1,670,594, ,351,038 Consultancy Fee 15,883,200 19,262,287 Interest and Financial Charge 527,293, ,245,077 Subvention Discount 168,562,483 - Other Expenses - 32,515,392 Apportionment of 65% being Common Expenses 327,485, ,933,350 7,955,263,979 14,249,696,593 Less: Cost of Sales taken to Profit & Loss A/c (Refer Note No. 18) 3,903,960,482-14,051,303,496 14,249,696,593 * Exclusive of land, lease rent and common expenses 12,67,88,19,439/- Note 12 Trade Receivable (a) Secured, Considered good - - (b) Unsecured, Considered good - - (i) Over Six Months - - (ii) Others 157,377, ,377,741 - Note 16 Revenue from Operations March 31, 2012 Sports Events 1,402,043,873 - Real Estate 8,060,956,438-9,463,000,311 - Note 17 Other Income Interest from Banks 34,355,956-34,355,956 - Note 18 Cost of Sales Sports Event Expenses (inclusive of promotion fee 197,70,15,716/-) 3,192,097,750 - Real Estate Expenses 3,903,960,482-7,096,058,232 - Note 19 Employees Benefits Expenses Salary, Wages, Bonus & Other Benefits 157,934,323 - Contribution to Provident Fund 3,604,436 Staff Welfare Expenses 15,768, ,307,649 - Note 13 Cash And Cash Equivalents Cash in hand 1,313,576 2,119,453 Cheques / Drafts in hand 46,201,020 - In Current Accounts 81,947, ,566,170 In Fixed Deposit Accounts 560,113,092 1,360,000,000 (Inclusive of 25,01,13,092/- in No-Lien Account (previous year: ) 689,575,049 1,673,685,623 Note 14 Short Term Loans And Advances Unsecured, considered good (i) Advances to suppliers, contractors & others 983,116, ,449,937 (ii) Advances to Related Party 101,035,800 - (iii) Advances to employees 801, ,480 (iv) Payment of Income Tax (inclusive of TDS) 17,340,969 4,557,964 (v) Others 898,384-1,103,192, ,669,381 Note 15 Other Current Assets Interest accured on Fixed Deposits 5,238,585 8,632,747 Prepaid expenses 121,656, ,993, ,895, ,626,580 Note 20 Finance Costs Interest 1,066,607,630 - Other Financing Charges 104,987,300-1,171,594,930 - Note 21 Other Expenses Rent 61,726,704 - Rates & Taxes 19,658,357 - Travelling & Conveyance 30,441,467 - Vehicle Running & Maintenance 1,414,841 - Consultancy & Professional Fee 136,246,439 - Insurance 42,594,904 - Electricity, Power & Fuel Charges 10,328,536 - Security Service Charges 72,319,964 - Repair & Maintenance 6,050,839 - Foreign Currency Rate Difference 430,440 Postage & Telephone 25,893,349 - Printing & Stationery 1,933,548 - Miscellaneous 547, ,587,

12 Note 22 EPS for the year ended 31 st March, 2012 At the beginning of the year No. of Shares Amount Days Weighted Average no. of equity shares 552,000,000 5,520,000, ,000,000 Issued during the year 15,000, ,000, , ,081,967 Profit After Tax 137,286,196 Weighted average 552,081,967 number of equity shares Earning per share Basic 0.25 Diluted 0.25 Note 23 Contingent liabilities not provided for in respect of: (a) An irrevocable standby letter of credit for (US $ 44,136,532.26) 234,45,32, (previous year ). (b) Outstanding amount of Bank Guarantees: 100,93,00,000/- (Previous year: 100,00,00,000/-) (c) Outstanding letters of credit: (Previous year: 9,84,73,198.65). Note 24 In the opinion of Board of Directors, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet. Note 25 Incidental Expenditure during Construction Period, Pending Allocation in Note 9B has been prepared giving the necessary disclosures as required under Part II of Schedule VI to the Companies Act, Note 26 Project under Development represents expenditure incurred in respect of Non-core activity i.e. development of Real Estate, which includes acquisition cost of land, land development expenses, internal development costs, construction costs, material costs, borrowing costs and cost of services etc. : 1405,13,03,496/- (previous year : 1424,96,96,593/). Note 27 Interest received 3,43,55,956/- (TDS 33,30,376/-) on temporary placement of funds in Fixed Deposit with Banks (previous year: 2,86,53,631/- (TDS 35,44,791.56). Note 28 Balances of some of the Creditors, Loans and Advances are subject to confirmation from the respective parties. The management does not expect any material difference affecting the Financial Statements for the year. Note 29 Provision for Income Tax of 4,00,18,778/- (Previous Year: ) towards minimum alternative tax (MAT) as tax payable u/s 115 JB of Income Tax Act, 1961 has been made. The MAT paid by the company for the year is allowed to be carried forward for a period upto next 10 years to be adjusted against the normal tax payable, if any, in those years. Therefore the same has been shown as MAT credit entitlement for the current year as per revised Schedule VI. Note 30 The provision for Wealth Tax 3,21,500/- (previous year 1,46,650/-). Note 31 March 31, 2012 Auditors Remuneration Audit Fee 1,123, ,500 Taxation Matters 2,068, ,750 Company Law Matters - 220,600 Travelling Expenses 231, ,941 3,422,779 1,621,791 Note 32 a) Value of imports on CIF basis Capital Equipment 374,670,007 77,060,558 Others 8,642,782 1,791, ,312,789 78,852,310 b) Expenditure in foreign currency Promotion fee of F1 Race 1,977,015,716 - Technical fees 122,301, ,795,842 Foreign Travel 5,304,377 3,368,088 Computer Software 10,297,758 - Advertisement 2,345,651 - Others 15,882,039 10,276,892 c) Other Income in foreign currency Sharing of Contribution to National Sports Development Fund 2,133,147, ,440,822 48,939,519 - Circuit Rights Fee 51,420,000 - Fees for marketing of 51,420,000 - Paddock Club tickets Real Estate Collection 6,744,439 - Hire Charges of equipments 55,818,007 - Sale of F1 Race Tickets 11,608,571 - Miscellaneous 12,043, ,993,655 - Note 33 Disclosure as required under Notification No. G.S.R. 719 (E) dated 16 th November, 2007 issued by the Department of Company Affairs (as certified by the Management): S. Particulars No. a) The principal amount and interest due thereon remaining unpaid to any supplier -Principal Amount -Interest Amount As on As on