Jaiprakash Associates Ltd is a diversified infrastructural industrial conglomerate in India. The company is the leader in Engineering and Construction of Hydropower projects in India. They are the only integrated solution provider for Hydropower projects in the country with a track record of strong project implementation in different capacities. The company is engaged in the business of integrated engineering construction and operates at the locations of their clients and uses electric energy for implementation of various projects undertaken by them. They are also engaged in the business of manufacture and marketing of cement, power, fertilizers, real estate development, sports and owns Five Star Hotels at New Delhi, Mussourie and Agra and a Golf Course with associated recreational and residential facilities at Greater Noida as part of their real estate business.Jaiprakash Associates Ltd, a part of the Jaypee Group was incorporated in the year in the year November 15th, 1995 under the name Bela Cement Ltd. The company was promoted by Jaiprakash Gaur, a well known leader in the construction of multi-purpose river valley and hydropower projects. In the year 2000, Jaypee Rewa Cement Plant and Jaypee Bela Cement Plant were merged. In April 1, 2002, the cement division of Jaiprakash Industries Ltd was hived off and merged with the company. The name of the company was changed to Jaypee Cement Ltd.In the year 2003, Jaiprakash Industries Ltd was amalgamated with the company with effect from April 1, 2002 and the name of the company was changed from Jaypee Cement Ltd to Jaiprakash Associates Ltd with effect from March 11, 2004. Subsequently, the subsidiaries of Jaiprakash Industries Ltd, namely Jaypee Hotels Ltd, Jaiprakash Hydro-Power Ltd, Jaiprakash Power Ventures Ltd and Jaypee Karcham Hydro Corporation Ltd became the subsidiaries of the company.During the year 2003-04, the company completed the contracts such as Contract for civil and hydro-mechanical works of 300 MW Baspa-II Hydroelectric Project in Himachal Pradesh, Contract for construction of Pressure Shafts and Underground Power House Complex of the Prestigious 1,500 MW Nathpa Jhakri Hydro-electric Project in Himachal Pradesh and EPC Contract for 300 MW Chamera (stage II) Hydroelectric Project in Himachal Pradesh. During the year 2004-05, the company completed the work of concrete gravity Dam and 1,000 MW capacity surfaces Power House of Indira Sagar (Narmada), Hydro-electric Project in Madhya Pradesh.During the year 2005-06, the company completed work of construction of Dam and Power House of 1,000 MW Indira Sagar (Narmada Sagar) Hydro-electric Project. They entered into joint venture with Government of Madhya Pradesh and formed a Special Purpose Vehicle, namely Madhya Pradesh Jaypee Minerals Ltd, for development of Amelia (North) Coal Block in Sidhi (MP) at an investment of Rs 400 crore. In June 2006, Jaypee Greens Ltd merged with the company with effect from April 1, 2005.During the year 2006-07, the company completed the contracts such as, Dul-Hasti Hydroelectric Project (390 MW) in Jammu & Kashmir, Vishnuprayag Hydroelectric Project (400 MW) in Uttarakhand, Tehri Hydroelectric Project (1,000 MW) in Uttarakhand, Sardar Sarovat Hydroelectric Project (1450 MW) in Gujarat and Tala Hydroelectric Project (1,020 MW) in Bhutan. Thus, they completed the projects with power generation capacity of 4,260 MW.In October 5, 2006, Jaypee Powergrid Ltd was incorporated as a subsidiary of Jaiprakash Hydro-Power Ltd for transmission of energy from Karcham Wangtoo Hydro Electric Project of 1000 MW at Kinnaur in Himachal Pradesh from Wangtoo to the interconnecting point with the northern grid at Abdullapur, Yamunanagar, Haryana. In April 5, 2007, the company incorporated Jaypee Infratech Ltd as a wholly owned subsidiary for implementation of Taj Expressway Project comprising 165 KM 6/B lane access controlled Expressway connecting Noida & Agra and related activities including development of land and in April 11, 2007, they incorporated Bhilai Jaypee Cement Ltd in Chhattisgarh as a joint venture with Steel Authority of India Ltd. In May 25, 2007, the company incorporated Himalyan Expressway Ltd as a wholly owned subsidiary for implementation of 27.14 km long Zirakpur- Parwanoo Road Project in the States of Punjab, Haryana and Himachal Pradesh on BOT basis. During the year 2007-08, the company completed the contracts, namely Teesta- V Hydro-electric Project (510 MW) in Sikkim, Omkareshwar Hydro-electric Project (520 MW) in Madhya Pradesh and construction of civil works of Zone-III Laole-Quazigund Section of Katra-Baramullah Railway Line in J&K. Also, they handed over the 390 MW Dulhasti Hydro Electric Project in the State of Jammu & Kashmir to NHPC. They commissioned the Wind Turbine Generators with an aggregate capacity of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat).During the year, the company signed an agreement with Gujarat Mineral Development Corporation Ltd for setting up a 2.4 MTPA cement plant in Gujarat through a Special Purpose Vehicle, namely Gujarat Jaypee Cement & Infrastructure Ltd. Also, the company along with the affiliates acquired 74% equity shares in JPSK Sports Pvt Ltd. In March 2008, the company commissioned the phase I of Chunar and Dalla Cement Plants in UP and Grinding Unit at Panipat in Haryana. In April 23, 2008, the company incorporated a subsidiary namely Jaypee Arunachal Power Ltd to put up a Power Project in joint venture with Government of Arunachal Pradesh. During the year 2008-09, Jaypee Hotels Ltd, Jaypee Cement Ltd, Jaiprakash Enterprises Ltd and Gujarat Anjan Cement Ltd were amalgamated with the company with effect from April 1, 2008. The company acquired Bina Power Supply Company Ltd, which was incorporated to set up 1250 MW (two phases of 625 MW each) coal fired Thermal Power Plant at Bina in Madhya Pradesh. The company through their subsidiary, JPSK Sports Pvt Ltd targets to host the very first F1 Race in India in the year 2011.During the year, the company completed the work of 450 MW Baglihar-I Hydroelectric Project in J & K State. They commissioned their Cement Plant at Dalla and Sidhi and Grinding Facilities at Sevagram. In August 2008, the company signed four MoU with Madhya Pradesh Government to invest Rs 13,000 crore for setting up two cement manufacturing units, an aluminium production factory and a power plant for generating power. The power generation from these units would commence from 2011-2012. In addition, the company entered into a MoU with Government of Chhattisgarh for setting up a cement plant of 2 MTPA, Clinker plant of 1.5 MTPA & a captive power plant of 25 MW in Chhattisgarh. They also entered into another MOU for, setting up an integrated aluminium complex and a captive thermal power plant in Rewa. In February 2009, the company received Letter of Intent (LoI) from Sangam Power Generation Company Limited for setting up of 2 x 66O MW Super Critical Technology - Karchhana Thermal Power Project at Allahabad, with approved coal linkage. In May 14, 2009, MP Jaypee Coal Ltd was incorporated as a joint venture with Madhya Pradesh State Mining Corporation Ltd for mining and sale of Coal from Dongri Tal-II Coal Block at Singrauli in Madhya Pradesh.During the year 2009-10, the company commissioned three new cement plants with aggregate capacity of 4.4 MTPA and their clinker manufacturing unit in Himachal Pradesh. The three new cements plants were Wanakbori (1.2 MTPA), Gujarat; Bagheri (2 MTPA), Himachal Pradesh and Roorkee (1.2 MTPA) Uttarakhand. Also, the company in joint venture with SAIL commissioned the cement plant of 2.2 MTPA capacity ahead of schedule (Units in Madhya Pradesh & Chattisgarh).In May 14, 2009, Madhya Pradesh Jaypee Coal Ltd (MPJCL) was incorporated as a joint venture with Madhya Pradesh State Mining Corporation Ltd (MPSMCL) for mining and sale of Coal from Dongri Tal-II Coal Block at Singrauli in Madhya Pradesh. In January 4, 2010, Madhya Pradesh Jaypee Coal Fields Ltd (MPJCFL) was incorporated on as a joint venture with Madhya Pradesh State Mining Corporation Ltd (MPSMCL) for mining and sale of coal from Mandla (South) Coal Block in District Chhindwara (MP).During the year 2010-11, the company completed the Civil and Structural works of Clinkerisation Unit at Satna and Grinding Unit at Bhilai of Bhilai Jaypee Cement Ltd, Civil and Hydro-mechanical works of 450MW Baglihar (Stage-I) Hydroelectric Project in Jammu & Kashmir and the construction of Drains in Parikarma Marg area for the project water drainage for Varindavan Town, Distt. Mathura. Also, the company submitted application for Pre-qualification for Head Race Tunnel and Power House Complex (Dibang Lot: 4) of 3000MW Dibang Multipurpose Project in Arunachal Pradesh and Development of Food Parks at Bhopal/ Ratlam/ Harda in Madhya Pradesh and is expected to be qualified for the Projects.In Cement division, the company successfully commissioned their 2nd Unit at Sewagram, Gujarat (1.2MTPA) and 2nd Grinding Facilities at Wanakbori, Gujarat (1.2MTPA). During the year under report, erstwhile Jaypee Karcham Hydro Corporation Ltd (JKHCL) and Bina Power Supply Company Ltd (BPSCL) were amalgamated with Jaiprakash Power Ventures Ltd (all the three were subsidiaries of the company) with effect from the appointed date, April 1, 2010. In February 19, 2011, the company acquired Jaypee Cement Corporation Ltd. In July 2011, the company was awarded two contracts by Punatsangchhu-II Hydroelectric Project Authority, Bhutan for construction of following pertaining to 990 MW Punatsangchhu II Hydroelectric Project.The company is expanding their Cement Production Capacity to 30.75 MTPA. An additional capacity of 4.3 MTPA is being added through Joint Ventures with Steel Authority of India Ltd (SAIL) taking the Groups total capacity to 35.05 MTPA by 2012 which shall further strengthen Jaypee Groups position of being the 3rd largest Cement producing group in India.The company decides to demerge companys Cement Plants in Gujarat & Andhra Pradesh and their other units viz. Asbestos Sheet Plants, Heavy Engineering Workshop & Hi Tech Casting Centre / Foundry into their wholly owned subsidiary, namely, Jaypee Cement Corporation Ltd.In 2014, Cement Plants in Gujarat with a capacity of 4.80 MTPA were demerged by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company through a Scheme of Arrangement to UltraTech Cement Limited, a company of Aditya Birla Group, at an enterprise value of Rs.3800 Crore besides the actual net working Capital. The said transaction was consummated on 12th June 2014.Further in 2014, the Company signed an agreement on 24th March, 2014 with Dalmia Cement (Bharat) Ltd. for sale of its entire 74% stake (9,89,01,000 Equity Shares owned by it) in Bokaro Jaypee Cement Limited, a Joint Venture between the Company (JAL) and Steel Authority of India Limited (SAIL), having a Plant with an operating capacity of 2.10 MTPA, at a consideration of Rs.69.74 per share (against its cost of Rs.18.57 per share). The said transaction was consummated on 29th November 2014 with the receipt of consideration of Rs.667.57 Crore & transfer of the said shares to Shri Rangam Securities & Holdings Limited, an associate/affiliate of Dalmia Cement (Bharat) Limited.Pursuant to approval of Board of Directors on 25th August 2014, the Company signed a business transaction agreement with Shree Cement Limited for sale of Companys 1.5 MTPA Cement Grinding Unit in Panipat, Haryana for a total consideration of Rs.360 Crores approx., subject to adjustment for net working capital & Financial Indebtedness taken over. The Transaction was consummated for a consideration of Rs.358.22 Crore on 27th April 2015.Jaiprakash Power Ventures Limited (JPVL), a listed subsidiary of the Company signed an agreement with JSW Energy Limited for sale of Baspa-II and Karcham Wangtoo Hydro Power Plants. Pursuant to Order of Honble High Court of Himachal Pradesh at Shimla dated 25th June 2015, the said plants were hived off by sale of entire shareholding in Himachal Baspa Power Company Limited (a subsidiary of JPVL), at an Enterprise value of Rs. 9,700 Crores. The transaction was consummated on 8th September 2015.The Company on 30th September 2015 hived off its 49 MW capacity wind power plants, out of which 40.25 MW plants were in Maharashtra and 8.75 MW plants were in Gujarat, on a slump sale basis for a total consideration of approx. Rs. 161 Crore. The transaction was consummated on 30th September 2015 itself.Pursuant to the approval given by Board of Directors on 23rd January 2015, the Company signed an Implementation Agreement with UltraTech Cement Limited (UTCL) for transfer of an integrated Cement plant with clinker capacity of 2.1 MTPA & Cement Grinding Capacity of 2.6 MTPA at Bela, M.P. along with CPP of 25 MW and integrated Cement plant with clinker capacity of 3.1 MTPA & Cement Grinding Capacity of 2.3 MTPA at Sidhi, M.P. along with CPP of 155 MW, for an enterprise value of Rs. 5,325 Crore. The said transaction was also approved by Honble High Court of Judicature at Allahabad on 6th August 2015. However, pursuant to provisions of Mines and Minerals Development and Regulation Act, (MMDRA), the issues pertaining to transfer of captive mines could not be solved. Consequently, UTCL withdrew its petition filed before Bombay High Court, which was allowed by the Said Court on 26th February 2016. Thus, the said Scheme stood revoked and cancelled. Subsequently, the Company signed a Memorandum of Understanding (MOU) with UTCL on 28th February 2016 to divest part of the cement business of the Company comprising identified operating cement plants (including captive power plants) spread over the States of Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand, Andhra Pradesh and Karnataka, besides a grinding unit which is currently under implementation in Uttar Pradesh, to UTCL at an aggregate capacity of 18.40 MTPA for an enterprise value of Rs. 16,500 Crores. Besides this, an additional amount of Rs. 470 Crores would be paid by purchaser for completion of a Grinding Unit under implementation at Bara (owned by Prayagraj Power Generation Corporation Limited, a subsidiary of Jaiprakash Power Ventures Limited as well as of the Company). The plants in Andhra Pradesh and Karnataka were owned by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company. The Company, on 31st March 2016, has signed an Implementation Agreement with UTCL whereby the 1.2 MTPA capacity Shahabad Plant at Karnataka of JCCL (valued at approx. Rs. 600 crores) was excluded from the transaction and the estimated enterprise value stood reduced to Rs. 15,900 Crores. On 4th July 2016, a Supplementary Agreement was also signed with UTCL whereby enterprise values were increased by Rs. 289 Crores, taking it to Rs. 16,189 Crores for the same assets with an aggregate Capacity of 17.2 MTPA. It is expected that the transaction shall be consummated by March 2017.Pursuant to Order dated 14th September 2015 of Honble High Court of Judicature at Allahabad, Jaypee Sports International Limited (JSIL) a wholly owned subsidiary of the Company got merged into JAL on 16th October 2015 (the date when the Said Order was filed with the Registrar of Companies, U.P.), with effect from 1st April 2014 (the Appointed Date of amalgamation). By virtue of the said amalgamation, all assets, liabilities, rights, privileges, powers, authorities and obligations of the Said JSIL became the assets, liabilities, rights, privileges, powers, authorities and obligations of Jaiprakash Associates Limited from the appointed date, i.e. 1st April, 2014. This has resulted into better synergies of business of JSIL with the Company.The Company had accepted, on 6th October 2016, an in-principle offer from Orient Cement Limited (OCL), belonging to CK Birla Group, for acquisition of entire 74% equity stake of JAL in Bhilai Jaypee Cement Limited (BJCL), a Joint Venture Company of JAL & Steel Authority of India Limited (SAIL), based on a total enterprise value of Rs. 1,450 Crores subject to adjustments for Working Capital & Financial Indebtedness. BJCL owns 1.1 MTPA clinker plant at Babupur, Satna, M.P. (commissioned in December, 2009) and 2.2 MTPA cement Grinding Unit at Bhilai, Chhattisgarh (commissioned in August, 2010).The Company had requested its lenders to realign its debt in line with the cash flow projections post divestment of cement plants as mentioned above. As per the Debt Realignment Plan (DRP), the total debt of the Company and JCCL (wholly owned subsidiary of the Company) has been segregated into sustainable debt and unsustainable debt. While sustainable debt of JAL & JCCL is to be retained in the Company (i.e. in JAL), the unsustainable debt would be transferred to a new Real Estate Special Purpose Vehicle (SPV) the scheme of demerger of which is pending sanction by NCLT, Allahabad. The DRP was approved by Independent Evaluation Committee (IEC) on 19th June 2017. Lenders of JAL and JCCL have appreciated the steps taken by the Company and approved the DRP under RBI guidelines with complete majority (more than 90%) in the meeting of Joint Lenders Forum (JLF) held on 22nd June 2017.
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