Home  »  Company  »  JaiprakashAssociates  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Jaiprakash Associates Ltd.

Mar 31, 2014

The Members,

The Directors of your Company are pleased to present the 17th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2014.

WORKING RESULTS

The working results of the Company for the year under report are as under:-

( Rs. in crore)

Financial year ended 31.03.2014 31.03.2013

Gross Revenue 13,327.02 13,514.41

Profit before Interest, 3,865.77 3,488.23

Depreciation & Tax

Less: Finance Costs 2,752.07 2,011.35

Less : Depreciation 773.55 726.13

Profit before Tax 340.15 750.75

Less : Provision for Tax Current Tax 44.72 139.17

Deferred Tax (118.46) 128.95

Excess Provision for Income - 73.74 (18.65) 249.47

Tax in Earlier Years reversed

Profit after Tax 413.89 501.28

Add :

Profit brought forward from 4,260.46 3,148.48 Previous Year

Profit available for appropriation 4,674.35 3,649.76

Less : Transferred to : Debenture Redemption - 7.65

Reserve t General Reserve - - 51.00 58.65

Add :

Provision for Dividend 18.00 9.37

Distribution Tax written -back Final Dividend Transferred 9.47 9.47 from Trusts (in which Company is sole beneficiary)

Transfer from Reserve for - 779.46 Premium on FCCBs

Transfer from Debenture 259.30 286.77 - 798.30

Redemption Reserve Less: Dividend

Proposed Final Dividend - 110.95

Tax on Proposed Final - - 18.00 128.95

Dividend

Balance carried to Balance Sheet 4,961.12 4,260.46

Basic Earning Per Share [Face 1.87 2.34 value Rs. 2 per share] before/ after Extraordinary Items in Rupees

Diluted Earnings Per Share [Face 1.94 2.29 value Rs. 2 per Share] before / after Extraordinary Items in Rupees

In line with its publically stated policy, your Company remains focussed and committed on reduction of debt through sale of some of its assets, to deleverage its Balance Sheet and enhance shareholders'' value. The details of steps taken in this regard are given elsewhere in this Report. The Restructuring Committee, which includes two of the Independent Directors on the Board continues to consider various options to achieve the aforesaid objectives.

DIVIDEND

Keeping in view the need to conserve the resources of the Company, the Board has decided not to recommend any dividend for the financial year 2013-14.

CHANGES IN SHARE CAPITAL

During the year under report, there is no change in the Paid up Share Capital of the Company and the same stood at Rs. 4,438,167,118 divided into 2,219,083,559 Equity Shares of Rs. 2 each as on March 31, 2014.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

The Company has presently only one series of outstanding FCCBs i.e. FCCB-IV issued on September 7, 2012 (total size USD 150 million) due date September 8, 2017 with an outstanding size of USD 110.40 million.

The particulars about conversion, outstanding amount, coupon, listing etc. of all past and present FCCBs are detailed in para 27 of the Corporate Governance Report forming part of this Report.

EMPLOYEE STOCK PURCHASE SCHEME

As the Members are aware, "Jaypee Group ESPS, 2009 Trust" was created in 2009 for administering the Stock Purchase Scheme of the Company namely "Jaypee Employee Stock Purchase Scheme, 2009" for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries.

In terms of the Scheme, the Company issued and allotted 1.25 Crores Equity Shares of Rs.2 each @ Rs. 60 per share (including premium of Rs. 58 per share) to the said Trust on December 14, 2009. The said Trust was also allotted 62,50,000 Equity Shares as Bonus Shares on its holding, in terms of the Bonus Issue made by the Company December 19, 2009.

Since inception, the ''Jaypee Group ESPS, 2009 Trust'' has allocated/ transferred Equity Shares to the eligible persons under the scheme, as under:

Particulars No. of No. of original No. of Bonus Total no. Eligible Shares Shares of shares Persons (excluding (including Bonus) Bonus)

Total Shares 12,500,000 6,250,000 18,750,000 available under ESPS Scheme

Trasferred/ 8,032 11,263,706 5,631,852 16,895,558 allocated during 2010-11

Trasferred/ 4 3550 1775 5,325 allocated during 2011-12

Trasferred/ - - - - allocated during 2012-13 & 2013-14

Balance shares 1,232,744 616,373 1,849,117 as on 31.03.2014

During 2013-14, no further shares were allocated/ transferred by the Trust.

Thus, a balance of 1,849,117 Equity Shares (including bonus shares) are still lying with the Trust for transfer to the eligible persons in due course.

It is confirmed that:

(a) there is no employee who has been issued shares in any year amounting to 5% or more shares issued during that year; and

(b) there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.

OPERATIONS

1.0 ENGINEERING DIVISION

1.1.1 Prequalifications / Bids Under submission

During the year, your Company submitted prequalification applications for the following Works:

(i) Execution of Civil, Hydro-Mechanical and Electro-Mechanical Works of 390MW Kirthai-I Hydroelectric Project in Jammu & Kashmir. The application has been submitted by the Consortium with JAL as lead member.

(ii) Diversion Tunnel, Concrete Gravity Dam, Intake, Silt Excluder Arrangement, Pressure Shafts, Underground Power House and Tail Race Tunnels (Kiru Civil: Lot-1) for 660MW Kiru Hydroelectric Project in Jammu & Kashmir.

(iii) Construction of Head Race Tunnels (from RD 1780 onwards), Adit 2, Surge Shafts, Pressure Shafts, Underground Power House, Transformers Hall, Tail Race Tunnels and Pothead Yard etc. [Teesta- IV : LOT-2] of 520 MW Teesta Hydroelectric Project (Stage-IV) in the District North Sikkim in the State of Sikkim.

(iv) Execution of Agra to Lucknow Expressway (in 5 Packages) in Uttar Pradesh

- Agra to Firozabad (village Gurha) (km -1.8 to 0.0 to 53.5) Access Controlled Expressway

- Firozabad (village Gurha) to Etawah (village Moonj) (km 53.5 to km 115.5) Access Controlled Expressway

- Etawah (village Moonj) to Kannauj (village Narmau) (km 115.5 to km 172.5) Access Controlled Expressway

- Kannauj (village Narmau) to Unnao (village Neval) (km 172.5 to km 236.5) Access Controlled Expressway

- Unnao (village Neval) to Lucknow (km 236.5 to km 299.5) Access Controlled Expressway

(v) Design, Execution and Completion of the Contract Package CP1 Works: Expansion of Karkh Sewage Treatment Plant including Operation and Maintenance Services during the Defects Notification Period for Baghdad Sewerage Facilities Improvement Project in Iraq.

(vi) Design, Execution and Completion of the Contract Package CP2 Works: Rehabilitation of Pumping Stations (RQ, Kadissiya and PN) including Operation and Maintenance Services during the Defects Notification Period for Baghdad Sewerage Facilities Improvement Project, in Iraq. and

(vii) Design, Execution and Completion of the Contract Package CP3 Works: Rehabilitation of Pumping Stations (P5,P2, N3, N2 and TC1) including Operation and Maintenance Services during the Defects Notification Period Baghdad for Sewerage Facilities Improvement Project in Iraq.

1.1.2 Your Company has been prequalified to participate in the tenders/ bids for the following works:

(i) Construction of Diversion Tunnel, Coffer Dam, Concrete Gravity Dam, Intake Structure and Diversion Tunnel Gates and Hoist, Desilting Chambers, Head Race Tunnels up to RD 1780m etc. [Teesta-IV : LOT-1] of 520 MW Teesta Hydroelectric Project (Stage-IV) in the District North Sikkim in the State of Sikkim.

(ii) Construction of Civil Works for Dam, River Diversion, Intake, Adit-1, HRT upto RD 9500m including Pranmati Nallah Crossing and Diversion Tunnel Gates (PACKAGE-I) of 252 MW Devasari Hydroelectric Project, District Chamoli, Uttarakhand; and

(iii) Construction of Civil Works of Adits-2, 3 & 4, HRT from RD 9500m to RD 17906m, Pressure Shaft, Penstocks, Surge Shaft, Valve House, Power House Complex and Tail Race Tunnel (PACKAGE- II) of 252 MW Devasari Hydroelectric Project, District Chamoli, Uttarakhand.

2.0 CEMENT DIVISION

Operations

The production and sale of Cement/ Clinker during the year, as compared to the previous year, are as under:-

2013-14 2012-13 (MT) (MT)

Cement 12,870,840 13,523,676

Production (MT)

Clinker 10,157,991 10,800,353

Production (MT)

Cement and 14,014,577 14,468,856

Clinker Sale (MT) (including Self- Consumption)

The total capacity of the Group as a whole is 38.30 MTPA (including 4.75 MTPA under implementation).

Plant in West Zone with a capacity of 4.80 MTPA is under the process of demerger 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.

Further, the Company has 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 the Plant with operating capacity of 2.10 MTPA, which is subject to the approval of SAIL and other requisite approvals.

Zone-wise operating Capacity and capacity under implementation of Cement and Captive Power Plants in the Cement Division of the Company are as under:

3.0 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category, the finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located for discerning business and leisure travellers Jaypee Vasant Continental with 119 rooms and Jaypee Siddharth with 94 rooms in New Delhi. Jaypee Palace Hotel and Convention Centre is the largest property located at Agra with an inventory of 341 rooms with luxurious Presedential Suites and Jaypee Residency Manor at Mussoorie has 94 rooms with new 45 rooms in Valley View Tower overlooking Doon Valley. Jaypee Greens Golf & Spa Resort, Greater Noida is a prestigious & Luxury Resort with 170 state of art rooms overlooking the Championship 18 hole Greg Norman Golf Course.

Jaypee Greens Golf & Spa Resort hosted several prestigious conferences from India and abroad. The Resort hosted the conferences like Asian Development Bank Conference 2013 in which Prime Ministers, Deputy Prime Ministers and Finance Ministers of various countries participated alongwith Heads of the National and International Banks. ONGC Petronet Conference was held in which the Cabinet Ministers and Oil Ministers of different countries attended the conference and stayed in the hotel. RSSIDC Conference was held for Doctors from all over the world. The leaders of the Automobile Industry from all over the world stayed to participate in the Auto Expo Mart held at Expo Centre, Greater Noida. Besides this, Prestigious car companies like Audi, Mercedes, Porsche, Tata Motors etc. organized car launch events and conferences at Jaypee Greens Golf & Spa Resort. The Formula One Management, F-1 Race Drivers and renowned celebrities from across the world during the Formula-1 and related events patronize the world-class services at Jaypee Greens Golf & Spa Resort, Atlantis-The Club & Jaypee DelCourt in October, 2013.

Jaypee Palace Hotel and Convention Centre, Agra has been conferred the award by Hon''ble Shri Shashi Tharoor, the then Minister of State (Human Resource Development) under the category "Best Hotel Based Meeting Venue" at The National Tourism Award 2012-13 by Ministry of Tourism, Government of India. The award is aimed to recognize the world class hospitality and tourism facilities in India.

Jaypee Hotels being the division of the Company was conferred 2nd Prize at the National Energy Conservation Award by Hon''ble President of India Shri Pranab Mukherjee in the august presence of Shri Jyotiraditya Madhavrao Scindia, the then Minister of State for Power. The award is the recognition of the implementation of the energy conservation measures with perfection at Jaypee Vasant Continental.

"Atlantis-The Club", an integrated sports complex located at Jaypee Greens offers world class facilities for International and National sporting events & tournaments with rooms & conference halls. Atlantis has emerged as Sports Academy Destination. Yuvraj Singh, Cricket for Excellence (YSCE), Cricket Academy under the supervision of celebrity Mr. Yuvraj Singh conducting coaching for more than 100 students. Bhaiching Bhutia Football School (BBFS), the Soccer Academy under the supervision of Mr. Bhaiching Bhutia, Former Captain – Indian Soccer Team conducting coaching on Soccer.

"Jaypee DelCourt", A Town Centre offers well appointed rooms for corporate entrepreneurs, expats, business and leisure stays.

The Company''s Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).

Global economic recovery has been very gradual with the Eurozone volatility continuing during the year, albeit at a lower intensity. The Eurozone countries continued to adopt austerity measures, as part of the fiscal adjustment.

The International tourist arrivals, worldwide have grown to 1087 billion in 2013, and are forecast to grow at moderate pace of 3% to 4% in 2014.

Foreign tourist arrivals in India during 2013 was 68.48 Lacs as against 65.78 Lacs in 2012. The Foreign exchange earnings from tourism grew by 1.6% in 2013 registering a growth of 4% in tourist arrivals in 2013.

Indian economic growth in 2013 had slowed down to 4.5%- 5% which is the lowest in a decade. The high borrowing cost to combat inflation coupled with lower private consumption, low investment in infrastructure and other sectors were responsible for this.

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected from the middle of 2014.

The business of the Hotel Division is poised for sustained growth and the outlook is bright. The Company is confident to achieve better quotient of customers'' satisfaction and to achieve higher growth coupled with optimization of the resource utilization.

4.0 REAL ESTATE DIVISION

Jaypee Greens, Greater Noida

The Company''s prestigious project - Jaypee Greens, Greater Noida spread across 452 acres is the maiden golf centric residential development. The project integrates Luxury villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 Hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve Park, a 5 star spa resort in collaboration with Six Senses Spa of Thailand, Town Centre, etc. The project has received an overwhelming response and majority of the launched units have been sold.

Jaypee Greens Wish Town Noida

Second real estate project – Jaypee Greens Noida - being developed by the Jaypee Group is a bench mark for extraordinary lifestyle experiences. Spread over 1063 acres, it has been designed as a new exciting place to Live-Work- Play. It offers wide range of residential options ranging from independent homes to high-rise apartments and penthouses, along with host of other amenities such as a 18 9 hole Graham Cooke designed golf facilities, a 525 bed Super specialty Hospital, educational facilities including the already operational Jaypee Public school and JIIT, landscaped parks and lakes, various recreational facilities and entertainment hubs and commercial centers.

During the year the Company offered possession in Pavilion Court towers and completed construction of couple of its projects launched in the earlier years and further consolidated its position in the premium residential segment with the launch of new Projects like Pavilion Court Royale and Tiara Tower.

Jaypee Greens AMAN

Jaypee Greens third residential project Jaypee Greens Aman at Sector 151, Noida is located on the Noida-Greater Noida Expressway and offers 2 & 3 BHK apartments. Spread over 89 acres, the project also comprises of Chip & Putt golf course, Gardens, Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums, Primary and Senior Secondary Schools, Creche, Kid''s play area, etc.

The Project is being developed at a fast pace and is expected to be completed soon.

Jaypee Greens Sports City

Jaypee Greens Sports City located on the Yamuna Expressway spread over 5,000 acres, is the latest project launched by Jaypee Greens and comprises of India''s first International Motor racing track, International standard cricket stadium, a long green boulevard and much more. The Project owned by Jaypee Sports International Ltd., a subsidiary of your company successfully hosted the India''s First F1 race in October, 2011 followed by two more races in October, 2012 and 2013. The development of Sports City inter-alia comprises of various thematic districts offering residential, sports, commercial and institutional facilities. The commercial zone will offer well defined areas for elaborate financial and civic centers, 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.

While the Projects already launched by the Company, viz., Kassia, Kove, Krowns and Country Home-I & II, Greencrest

Homes and Buddh Circuit studios are being developed at a faster pace, the Company has during the year launched new products: Naturvue Apartments, Udaan - low & high rise apartments and Aman-III for the affordable housing segment, all of which received a very encouraging response from the Customers.

Backed by a strong team of Architects, Engineers and Sales and Marketing professionals the Company is poised to launch many more new projects in the coming years.

DIVERSIFICATION

A. WIND POWER PROJECT

The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat). Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 89.41 Million units and Rs. 37.15 crores against 94.74 Million units and Rs. 38.19 crores respectively in the year 2012-13.

B. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

The Company had been awarded rights for mining of coal in Mandla (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been taken to obtain various clearances including Environment Clearance. Coal from this Block shall be available for captive consumption for Cement Division of the Company.

Besides the above, the Company has entered into three separate Joint Venture Agreements (JVAs) with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for development and mining of coal from coal blocks allotted to MPSMCL. All these three Joint Venture Companies (JVCs) have identical shareholding ratio of 51:49 between MPSMCL and your Company and as such these companies are Government companies, with the management control being vested with your Company.

The first JVC namely Madhya Pradesh Jaypee Minerals Limited (MPJML) is developing a coal block at Amelia (North) at Singrauli District in the State of Madhya Pradesh.

The second JVC namely MP Jaypee Coal Limited (MPJCL) is in the process of developing a coal block at Dongri Tal-II also at Singrauli in Madhya Pradesh.

Coal from these coal blocks shall be mined for supply to the 2 x 660 MW super-critical thermal power plant at Nigrie, Madhya Pradesh being set-up by Jaiprakash Power Ventures Limited (JPVL), a subsidiary of the Company.

The third JVC i.e. MP Jaypee Coal Fields Limited (MPJCFL) has been incorporated for mining and sale of coal from Mandla (South) coal block in District Chhindwara, Madhya Pradesh.

Mining of coal has since started from Amelia (North) Coal Block and that from Dongri Tal – II coal block is expected to start by August, 2014. Work on other coal blocks is progressing as per schedule.

C. REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating successfully taking daily garbage of the city of Chandigarh as per agreement. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refuse Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, is being disposed off commercially as a good substitute of conventional fuel in the industries and Power plants located around Chandigarh.

D. DIVERSIFICATION INITIATIVES

Company''s other diversification initiatives included setting-up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, Fertilizer business, Aviation project, Healthcare and Agri business, which are being implemented through different subsidiaries of the Company. The Company is also in nascent stage of diversifying and setting up of a Semi Conductor Fabrication facility in association with IBM Corporation, U.S. and Tower Semi Conductor Limited, Israel. Details of the initiatives being implemented through subsidiaries are furnished under the heading ''Subsidiaries''.

SUBSIDIARIES

As on 31st March, 2014, in terms of the provisions of Companies Act 1956, your Company had following 24 subsidiaries which are engaged in different business activities:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Limited

3. Jaypee Powergrid Limited

4. Sangam Power Generation Co. Limited

5. Prayagraj Power Generation Co. Limited

6. Jaypee Meghalaya Power Limited

7. Himachal Baspa Power Company Limited (w.e.f 14.03.14)

8. Himachal Karcham Power Company Limited (w.e.f 14.03.14)

9. Bhilai Jaypee Cement Limited

10. Bokaro Jaypee Cement Limited

11. Gujarat Jaypee Cement & Infrastructure Limited

12. Jaypee Cement Corporation Limited

13. Jaypee Assam Cement Limited

14. Jaypee Infratech Limited

15. Jaypee Ganga Infrastructure Corporation Limited

16. Himalyan Expressway Limited

17. Jaypee Agra Vikas Limited

18. Jaypee Sports International Limited

19. Jaypee Cement Cricket (India) Limited

20. Jaypee Cement Hockey (India) Limited

21. Jaypee Fertilizers & Industries Limited

22. Himalyaputra Aviation Limited

23. Jaypee Healthcare Limited

24. Jaiprakash Agri Initiatives Company Limited (w.e.f 25.03.2013)

Note : Himachal Baspa Power Company Limited and Himachal Karcham Power Company Limited were incorporated on 14th March 2014 and their first accounting year would close on 31st March 2015; their accounts have not been consolidated with Accounts of the Company (JAL) since there were no material figures therein. Accordingly, the accounts of remaining 22 subsidiaries have been consolidated with the accounts of your Company. Further, Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) and Kanpur Fertilizers & Cement Limited (KFCL) have been treated as joint ventures of JAL as per Companies Act, 1956.

The status of the aforesaid subsidiaries is as under:

POWER AND RELATED BUSINESS

1. JAIPRAKASH POWER VENTURES LIMITED (JPVL)

OPERATIONS

JPVL has three operative Hydro Power Plants, and one operative Thermal Power Plant namely:

i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;

iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal Pradesh; and

iv) 500 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh.

JPVL is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli, Madhya Pradesh.

Under the Jaypee Nigrie Super Thermal Power Project in Nigrie, the Jaypee Nigrie Cement Grinding Unit with capacity of 4 MTPA is also under implementation consisting of Two Lines-1 & 2, having the Scheduled Commissioning dates as August, 2014 & July, 2015 respectively.

300 MW Jaypee Baspa-II Hydro Power Plant

The average tariff for Baspa-II Plant for the year under report, as per the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated 6th September, 2012 and in accordance with the Power Purchase Agreement (PPA), works out to Rs. 2.75 per unit. The total generation of energy during the year was 1,345.34 MUs including 12% free Power to State Electricity Board/ Government of Himachal Pradesh and also auxiliary consumption/ transformer losses. The Net Saleable Energy during the year was 1,178.41 MUs, out of which 1,056.92 MUs was Primary Energy and 121.49 MUs was Secondary Energy.

400 MW Jaypee Vishnuprayag Hydro Power Plant

The total generation of energy during the year was 1566.83 MUs (including 1186.98 MUs deemed generation) out of which Primary Energy was 1545.88 MUs and Secondary Energy was 20.95 MUs.

Generation of 400 MW Jaypee Vishnuprayag H.E.P was suspended since 16th June, 2013 due to Force Majeure event. Generation of power resumed w.e.f. 12th April, 2014 (07:45 A.M.).

1091 MW Jaypee Karcham Wangtoo Hydro Power Plant

The average tariff for the year under report works out to Rs. 3.04 per unit. The total generation of energy during the year was 4653.24 MUs including 596.98 MUs free Power to State Government and also auxiliary consumption/ transformer losses. The Net Saleable Energy was 4056.26 MUs.

The performance of the Company''s operative Hydro Power Plants, their plant availability and the Energy Generation during the year under report was satisfactory.

500 MW JAYPEE BINA THERMAL POWER PLANT

The 500 MW coal based Jaypee Bina Thermal Power Plant (comprising of two units of 250 MW each) located at Village Sirchopi, Distt. Sagar (M.P.) has already been fully commissioned.

Based on the tariff petition filed by the Company, MPERC has approved provisional tariff for Unit-I on 12th December, 2012 and for Unit-II on 29th June, 2013.

JPVL is supplying 70% of the installed capacity on long term basis to Government of Madhya Pradesh/ Madhya Pradesh Power Management Company Ltd. in terms of the Power Purchase Agreement executed with them and balance of installed capacity is being sold on merchant power basis.

The plant performance of 500 MW Jaypee Bina Thermal Power Plant from 1st April, 2013 to 31st March, 2014 was as under:

AWARDS

JPVL was conferred with the undermentioned "National Awards for the Meritorious Performance in the Power Sector" by the then Hon''ble Union Minister of State for Power on 4th February, 2014:

1. Gold Shield for the year 2012-13 for Baspa-II Hydro Electric plant in the category of ''Performance of Hydro Power Stations''.

2. Gold Shield for the year 2011-12 for Baspa-II Hydro Electric plant in the category of ''Performance of Hydro Power Stations''.

3. Gold Shield for the year 2011-12 for Unit–IV of Karcham Wangtoo Hydro Electric plant in the category of ''Early completion of Hydro Power Projects.

4. Silver Shield for the year 2011-12 for Unit–II of Karcham Wangtoo Hydro Electric plant in the category of ''Early completion of Hydro Power Projects''.

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily to achieve commissioning of both the units in August, 2014 and December'' 2014 respectively. Supplies from L&T- MHI Boilers Private Limited and Larsen & Toubro Limited for Steam Generator and Steam Turbine Generator are being timely received. All major statutory approvals required at the current stage of the project are in place. Entire requirement of 5 Million MTPA coal for the project will be met from dedicated coal mines at Amelia (North) and Dongri Tal-II.

The Financial Closure of the project has already been achieved. As on 31st March, 2014, Project Cost has been re-appraised at Rs. 10450 crores by ICICI Bank acting as the Facility Agent and the entire additional debt has been underwritten by them.

For 400 kV D/C Transmission Line, Forest Clearance including clearance of Hon''ble Supreme Court for Wild Life Son-Ghariyal Sanctuary has been obtained. The Line profile of entire 161 kms route has been completed. Approval for the energisation of 400 kV Bays at Satna Substation has been received from Central Electricity Authority (CEA).

The overall progress of implementation of the Project continues to be satisfactory to achieve the Target COD. First unit of the Project has been successfully synchronised with the grid on 7th May, 2014.

As on 31st March, 2014 an amount of approx. Rs. 9294.56 crore has been incurred on the Project.

4 MTPA CEMENT GRINDING UNIT AT NIGRIE (M.P.)

With a view to optimally utilize the fly ash to be generated by its thermal plants, JPVL is implementing 4 MTPA Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh with its Project Cost estimated at Rs. 550 crores. An Expenditure of approx. Rs. 217.38 crores has been incurred on the project till 31st March, 2014.

In Principle Approval for the tie up of entire debt has been arranged. Some of the statutory approvals and

RTC approval for Railway Siding have already been obtained with Consent to Establish being in place for 4 MTPA and rest of the approvals are under process. The Work Order related to the Railway Siding has been awarded and the work is under progress. Civil works of the Project are progressing satisfactorily and orders for main machinery and for BoP packages have been placed for Line-1 & 2.

VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/ CERs)

1091 MW Jaypee Karcham Hydro Power Plant has already been registered by UNFCCC as a CDM project w.e.f 12th April, 2012 for ten years. Action for issuance of CERs for the first period from 12th April, 2012 to 31st July, 2012 is in progress.

Final Report on Compliance with World Commission on Dams (WCD) Recommendations was issued by TUV NORD JI/ CDM Certification Programme, Germany on 21st March, 2014.

Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee Vishnuprayag Hydro Power Plant are as under:

PROPOSED DIVESTMENT OF HYDRO POWER PROJECTS

With a view to deleverage its Balance Sheet and also to enhance Shareholders'' value, JPVL''s Board in its meeting held on 1st March, 2014 approved a Scheme of Arrangement, subject to statutory and regulatory approvals and sanction of the Scheme by the relevant High Court, for hiving off 300 MW Baspa-II HEP and 1091 MW Karcham Wangtoo HEP to two separate wholly owned subsidiaries and eventual transfer of ownership of the said wholly owned subsidiaries to the prospective buyer. Necessary action is in progress.

2. JAYPEE ARUNACHAL POWER LIMITED (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the JPVL is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro-Electric Project, CEA approval was obtained in February, 2010 and revalidation of DPR is being in process with Central Electricity Authority (CEA). Land acquisition is in progress. Seismic data upto 31st March, 2013 has been collected and the Ministry of Environment and Forest (MoEF) Clearance Case is under scrutiny with Nodal officer, Itanagar.

In-Principle Approval has been granted and Power Purchase Agreements (PPAs) are to be submitted for final approval with respect to the Mega Power Project. Draft Rehabilitation & Resettlement Plan has been submitted to the State Government.

For 500 MW Hirong Hydro Power Project, CEA has accorded Techno-Economic Concurrence on 10th April, 2013. For the Environmental/ Forest Clearance of the Project, the EIA & EMP report has been submitted to MoEF.

3. JAYPEE POWERGRID LIMITED (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited (74%) and Power Grid Corporation of India Limited (a Central Government Power Utility Undertaking) (26%) has set up 217 Kms long 400 kV Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1091 MW Karcham Wangtoo Plant in the State of Himachal Pradesh to Abdullapur in the State of Haryana and LILO with the existing Baspa-Jhakri Double circuit line, which is operational since April, 2012.

The cumulative availability of transmission system for FY 2013-14 was 99.97%. During the Financial Year 2013-14, JPL earned aggregate transmission tariff of Rs. 196.89 crores.

JPL has declared a total dividend (interim and final) of 15.50% during FY 2013-14.

4. SANGAM POWER GENERATION COMPANY LIMITED (SPGCL)

Sangam Power Generation Company Limited (SPGCL), a wholly owned subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land was executed but physical possession is yet to be handed over. As reported last year, Hon''ble High Court of Judicature at Allahabad has quashed the notification issued by Uttar Pradesh State Government for acquisition of land for the project subject to the deposit of compensation, if any, received by the land owners. SPGCL is in the process of amicable settlement for closing the Power Purchase Agreement(s) and payment of dues with UPPCL.

5. PRAYAGRAJ POWER GENERATION COMPANY LIMITED (PPGCL)

Prayagraj Power Generation Company Limited (PPGCL), a wholly owned subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh.

Fuel Supply Agreement between PPGCL & NCL has been executed on 29th August, 2013, for Coal linkages for Phase-I. All Statutory/ Regulatory approvals required for the project are in place. Financial Closure has already been achieved. The supplies from BHEL for Boiler, Turbine and Generator for Phase-I of the Project are in progress. All major packages have been awarded except a few items relating to blending terminal and environmental monitoring system. Supply of materials is in progress. The progress on the implementation of the project is satisfactory.

An expenditure of approx. Rs. 8,680.24 crores has been incurred on the implementation of the project upto March, 2014.

6. JAYPEE MEGHALAYA POWER LIMITED (JMPL)

Jaypee Meghalaya Power Limited (JMPL) was incorporated by JPVL as its wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your Company alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

With respect to 450 MW Kynshi HEP, the field work of survey & investigation and EIA studies have already been completed. Drilling and drifting in Power house area have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest. The control levels i.e. FRL & TWL for Kynshi-II Project have been approved by State Government. Approval of Central Electricity Authority has been accorded to the water availability series for power potential studies.

With respect to the 270 MW Umngot H.E.P, the State Government has advised that the project will not be operationalized as per MoA till further orders. The matter is being pursued with the State Government for permission to resume the works.

7. HIMACHAL BASPA POWER COMPANY LIMITED (HBPCL)

Himachal Baspa Power Company Limited (HBPCL) was incorporated by JPVL as its wholly owned subsidiary on 14th March, 2014, which received the Certificate of Commencement of business on 24th March, 2014.

In terms of the proposed Scheme of Arrangement 300 MW Baspa-II H.E.P of JPVL would be hived-off to HBPCL for eventual transfer of its ownership to the prospective buyer.

8. HIMACHAL KARCHAM POWER COMPANY LIMITED (HKPCL)

Himachal Karcham Power Company Limited (HKPCL) was incorporated by JPVL as its wholly owned subsidiary on 14th March, 2014, which received the Certificate of Commencement of business on 24th March, 2014.

In terms of the proposed Scheme of Arrangement 1091 MW Karcham Wangtoo H.E.P of JPVL would be hived-off to HKPCL, for eventual transfer of its ownership to the prospective buyer.

Accordingly, these two companies have no business operations at present.

CEMENT BUSINESS

9. BHILAI JAYPEE CEMENT LIMITED (BJCL)

The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL at Satna continued to function satisfactorily. During the period under report, the Company has achieved a gross turnover of Rs. 787 crore, as against Rs. 454 crore during the Financial Year 2012-13 which comprised a period of 6 months.

The working results of the Company for the year resulted in an operating profit of Rs. 55.62 crore as against Rs. 55.46 crore during the previous year. After taking into account the impact of interest (Rs. 53.56 crore), the Cash profit comes to Rs. 2.06 crore during the Financial Year 2013-14 as against Cash profit of Rs. 26.43 crore in the previous year. After considering depreciation of Rs. 44.54 crore, the Company has incurred loss of Rs. 42.48 crore before tax.

10. BOKARO JAYPEE CEMENT LIMITED (BOJCL)

The Grinding Unit of BOJCL a joint venture between JAL & SAIL, at Bokaro, Jharkhand. During the year under report slag supply position though improved compared to the previous year, it was less than the overall requirement for achieving the targeted production. The Company was, therefore, constrained to regulate its targeted production according to the quantity of slag received from Bokaro Steel Plant (BSL). Resultantly, the Company could not reach its targeted production and the capacity utilization was limited to only 72%.

Despite under utilization of its installed capacity, the Company, backed by a strong brand image and resultant higher realization for its product, has achieved a gross turnover of Rs. 740.20 crore during the year under report. The turnover registered a growth of 18% over previous year. In the period under report, the Company earned an operating profit of Rs. 148.41 crore as against Rs. 174.89 crore in the last year. After taking into account the impact of interest (Rs. 38.95 crore), there is a cash profit of Rs. 109.46 crore during the financial year 2013-14, as against cash profit of Rs. 137.80 crore in the previous year. The net profit during the year, after considering depreciation of Rs. 23.77 crore, comes to Rs. 85.69 crore (before tax). The net profit after tax is Rs. 30.20 crore. The Company proposes to transfer a sum of Rs. 6.85 crore to the General Reserve.

11. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)

Gujarat Jaypee Cement & Infrastructure Limited (GJCIL), a Joint Venture between Jaiprakash Associates Limited (JAL) and Gujarat Mineral Development Corporation Limited (GMDC) was incorporated, inter-alia, to implement a 2.4 Million tones per annum capacity cement plant in District Kutch, Gujarat.

Out of approximately 484 hectares of land required for setting up the Project, 27 hectares are Private land and 457 hectares are Government land. Major part of Private land (22 hectares) has been purchased by the Company. However pending necessary approval from the Government of Gujarat,the Government land is yet to be acquired by the Company.

The Board is examining various options in the way forward for the Company.

12. JAYPEE CEMENT CORPORATION LIMITED (JCCL)

Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of your Company, is setting up an integrated cement plant with a 3.0 Mn tpa cement grinding capacity alongwith captive power plant at Shahabad district Gulbarga, Karnataka.

The project is scheduled to be commissioned by 1st October, 2014.

JCCL''s Plant in West Zone with a capacity of 4.8 MTPA is under the process of demerger through a Scheme of Arrangement pursuant to Section 391-394 of the Companies Act, 1956 to UltraTech Cement Limited, a company of Aditya Birla Group. The transaction is scheduled to be consummated by 12th June, 2014.

13. JAYPEE ASSAM CEMENT LIMITED (JACL)

Jaypee Assam Cement Limited (JACL) was incorporated, as a special purpose vehicle, initially as a wholly- owned subsidiary of Jaiprakash Associates Limited (JAL) for the purpose of setting up a 2 Mn tpa capacity Cement Plant in the North Cachar Hills Distt of Assam, in Joint Venture with Assam Mineral Development Corporation Ltd. (AMDC). The same shall be converted as a Joint Venture Company (JVC) between JAL and Assam Mineral Development Corporation Ltd. (AMDC) as JV partners having a shareholding ratio of 82:18 between themselves, as per the Shareholders'' Agreement (SHA). While JAL shall hold the shares for cash consideration, shares shall be allotted to AMDC in consideration of the exclusive mining rights of the mineral block identified for this Company. Under the SHA, the management and control of the JVC is vested in JAL.

As reported last year, prior to incorporation of JACL, 750 bighas of land were allotted by Dima Hasao Autonomous Council (DHAC) on 30 years lease basis to Jaiprakash Associates Limited (JAL) for the project of the Company. Necessary payment in this regard to DHAC was made by JAL as a promoter of the Company. An agreement was also executed between DHAC and JAL.

Besides the payment of Rs. 3.77 crore for the above land, JAL had also paid Rs. 10 crore to DHAC in advance as the share of royalty on limestone for a period of one year as per the Agreement executed between JAL and DHAC.

The Company had deployed necessary resources for setting-up the 2 million tonnes per annum cement plant with a 35 MW captive power plant. The Company started expeditious collection of data and preparation of Environmental Impact Assessment/Environmental Management Plan Reports for submission to Government of India, Ministry of Environment & Forest.

The Company, however, had to suspend all project activities since January, 2012 due to adverse security situation in the vicinity of the project, as reported earlier. The Company is in regular touch with concerned authorities for resumption of project activities as and when the security situation is improved.

EXPRESSWAYS AND RELATED BUSINESS

14. JAYPEE INFRATECH LIMITED (JIL)

The Yamuna Expressway had commenced its commercial operation and was opened for Public w.e.f. 9th August, 2012 and the toll collection commenced from 16th August 2012. The vehicular movements and revenue generation till date is satisfactory. The average daily traffic (ADT) has registered 69% increase and the Toll collection Revenue has registered an increase of 44% during the F.Y.2013-14.

JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway–one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. JIL has commenced development of its land parcels at Noida, Mirzapur, and Agra in U.P. JIL has launched approx. 108.06 million sq.ft. area and has sold approx. 101.20 million sq. feet area till 31st March, 2014 at an aggregate sale value of Rs. 20,067 Crores.

15. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)

The Jaypee Ganga Infrastructure Corporation Limited (JGICL) was incorporated as a wholly owned subsidiary of Jaiprakash Associates Limited for implementation of the 1047 Km long 8- lane Access- Controlled "Ganga Expressway Project" connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga on Design, Build, Finance and Operate (DBFO) basis together with the development of 12,281 hectares of land parcels at eight different locations in Uttar Pradesh in terms of the Concession Agreement executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008.

Preparatory work for the Project was started. Consequent upon the Order of Hon''ble High Court of Allahabad dated 29.05.2009 quashing the environment clearance earlier issued by State Environment Impact Assessment Authority (SEIAA), fresh application for the Environmental Clearance was filed which is still pending. Since there are lot of uncertainties in respect of Environment clearance, due to various developments like farmers unrest etc., upon the discussion with the Government / Authority, a supplementary agreement was signed with the Authority on 30th November, 2011 and UPEIDA has returned the Bank Guarantee after taking an undertaking from JGICL that the Company would revive the Bank Guarantee, when the project gets environmental clearance.

16. HIMALYAN EXPRESSWAY LIMITED (HEL)

Himalyan Expressway Ltd. was incorporated as a Special Purpose Vehicle for implementing the Zirakpur-Parwanoo Expressway project in the States of Punjab, Haryana and Himachal Pradesh. The Expressway connecting the three states became operational and the toll collection started from 6th April, 2012. Being the first in the country with Radio Frequency Identification Device (RFID) technology based electronic toll collection system, it has provided a seamless travel to long journey road users while saving cost and time. During the year under report, the toll collection at the Expressway has shown an increase.

17. JAYPEE AGRA VIKAS LIMITED (JAVL)

Jaypee Agra Vikas Limited (JAVL) was incorporated as a Special Purpose Vehicle for implementing Project for development of Inner Ring Road at Agra and other infrastructure facilities, under Integrated Urban Rejuvenation Plan on Design, Build, Finance, Operate and Transfer basis. The Company signed a Concession Agreement on 4th February, 2010 with Agra Development Authority (ADA).

The project could not progress as Agra Development Authority has not been able to fulfill its obligation in respect of ''Conditions Precedent''. As per the decision taken by ADA, the Company has received part refund of the advance given to ADA for acquisition of land and balance amount is expected to be received by September, 2014.

SPORTS AND RELATED BUSINESS

18. JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL)

Jaypee Sports International Limited (JSIL) was incorporated on 20th October, 2007. It was allotted around 1100 Ha. of land for development of Special Development Zone (SDZ) with sports as a core activity by Yamuna Expressway Industrial Development Authority (YEA). This area is inclusive of 100 Ha of land to be used for Abadi Development. This 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 JSIL successfully hosted the three Indian Grand Prix held in October, 2011, October, 2012 & October, 2013. The success of the event was acknowledged by winning of many awards and accolades.

JSIL is trying its best to generate revenue by placing Buddh International Circuit (BIC) as one stop destination for various games, launching promotional activities like motor cars, bikes and other products.

JSIL 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.

19. JAYPEE CEMENT CRICKET (INDIA) LIMITED (JCCIL)

Jaypee Cement Cricket (India) Limited (JCCIL) was incorporated on 20th October, 2012, as a wholly owned subsidiary of Jaypee Sports International Limited for the purpose of managing activity relating to Cricket playing in any format by way of franchise or otherwise. It obtained the certificate of commencement of business on 23rd October, 2012. The first financial year of JCCIL has closed on 31st March, 2014.

20. JAYPEE CEMENT HOCKEY (INDIA) LIMITED (JCHIL)

Jaypee Cement Hockey (India) Limited (JCHIL) was incorporated on 5th November, 2012, as a wholly owned subsidiary of Jaypee Sports International Limited (JSIL) to undertake the business of Hockey Sport. It obtained the certificate of commencement of business on 12th November, 2012. The first financial year of JCHIL has closed on 31st March, 2014.

JCHIL entered into the Franchisee Agreement with Hockey India League [HIL] for the Team "Jaypee Punjab Warriors". HIL was conducted between 14th January - 10th February, 2013 in the five cities namely Delhi, Jalandhar, Ranchi, Mumbai & Lucknow & between 25th January, 2014 to 23rd February, 2014 in six cities namely New Delhi, Chandigarh, Ranchi, Mumbai, Bhuvneshwar and Lucknow. The performance of the team was well appreciated.

FERTILIZER AND RELATED BUSINESS

21. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)

Jaypee Fertilizers & Industries Limited (JFIL) was incorporated as a wholly owned subsidiary of Jaiprakash Associates Limited to undertake the business of fertilizers and chemicals. The Company had participated as a strategic investor in the Rehabilitation Scheme (Scheme) of fertilizer undertaking of Duncans Industries Ltd. (DIL) which was approved by the Board for Industrial & Financial Reconstruction (BIFR) in January, 2012.

Pursuant to the Scheme, the said fertilizer undertaking (famous for ''Chand Chhap'' Urea) stands vested in Kanpur Fertilizers & Cement Limited (KFCL), in which your Company is making investments through Jaypee Uttar Bharat Vikas Private Limited (JUBVPL).

JUBVPL held 99.73% (approx.) equity shares of KFCL as on 31st March 2014. JUBVPL is a joint venture company (with equal participation) of your Company and ISG Traders Limited, an investment arm of DIL.

During the year under report, KFCL has converted feed stock from Naphtha to Natural Gas. Gas Supply Agreement has been entered into with Gail (India) Limited (GAIL) for supply of RLNG from Kanpur Terminal & CFA Kanpur and a Gas Transportation Agreement has also been signed with GAIL. Indian Oil Corporation has agreed to meet the 100% requirement of other POL products from its Plant at Kanpur such as HSD/MS/lubricants/greases, etc. The work for gas receiving station at the plant premises has already been completed.

Approval of the Ministry of fertilizer, Government of India has already been received in March, 2013 to commence production of Urea with Gas as feedstock.

After completion of NG conversion and Energy saving schemes, all three streams of the plant have started manufacturing Urea since December, 2013 onwards. Capital expenditure of Rs. 911.40 Crore towards revamping the plant has been incurred upto 31st March, 2014.

AVIATION BUSINESS

22. HIMALYAPUTRA AVIATION LIMITED (HAL)

Himalyaputra Aviation Limited (HAL)was incorporated as a wholly-owned subsidiary of your Company, to undertake the civil aviation business. HAL has obtained initial NOC from Ministry of Aviation to operate Non-Scheduled Air Transport Services.

During the year, HAL has taken steps to acquire more flying machines and other assets for its business operations.

HEALTHCARE BUSINESS

23. JAYPEE HEALTHCARE LIMITED (JHL)

Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012 as a wholly owned subsidiary of the Jaypee Infratech Limited (JIL) for the establishment of "Jaypee Hospital" with the vision of promoting world-class healthcare amongst the masses by providing quality and affordable medical care with commitment.

The Jaypee Hospital the flagship hospital of Jaypee Group, is located at Village Shahpur Bangur, NOIDA, U.P., which heralds the group''s noble intention to enter the healthcare space.

This hospital has been planned and designed as a 1200 bedded tertiary care multi-speciality facility and is currently in the process of building and commissioning 525 beds in the first phase. It shall be operational by the second quarter of 2014. The first financial year of JHL has closed on 31st March, 2014.

AGRI BUSINESS

24. JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED (JAICO)

Jaiprakash Agri Initiatives Company Limited (JAICO), was acquired by Jaypee Cement Corporation Limited, a wholly owned subsidiary of the Company on 25th March, 2013 to diversify into agri business.

The Company had set up soya and mustard processing plant at Rewa, Madhya Pradesh. Jaypee Oilseeds Processing Complex is unique in its approach and has facilities to handle all types of products and by-products from Soya and Mustard. However, in the current scenario, the production activities of Soya/ Mustard Oil have been suspended.

JAICO has also launched a dairy project which sources milk from villages along the Yamuna Expressway, that is, across Gautam Budh Nagar, Bulandshahr, Aligarh, Mathura and Agra. Work has begun on a milk-processing plant at Tappal. With the operation of this plant, JAICO will have its own brand of dairy products, including packaged milk, flavoured milk, long shelf-life milk, curd, drinkable yogurt, cheese spreads, ghee and butter.

CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011, the Audited Balance Sheets as at March 31, 2014 of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information in aggregate for each subsidiary including subsidiaries of subsidiaries has been disclosed in the consolidated Balance Sheet of the Company.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company and subsidiary companies seeking such information. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company''s Head Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com.

The Directors are of the opinion that the subsidiaries and Joint Ventures of your Company have promising future.

OUTLOOK

Keeping in view the performance and future prospects of the Company''s business, the expansions and diversifications being undertaken and the business of its subsidiaries coupled with the Company''s resolve to reduce the debt, your Company is committed to enhance the shareholders'' value.

DIRECTORATE

A. Cessation of Directorships:

Shri A.K. Sahoo, a nominee of LIC ceased to be on the Board of the Company w.e.f. May 23, 2013, consequent upon the withdrawal of his nomination by LIC.

In place of Shri A.K. Sahoo, LIC nominated Shri R.R. Dash as their nominee on the Board of the Company, who was co-opted as a Director w.e.f. July 29, 2013. However, Shri R.R. Dash ceased to be a Director due to his sad demise on October 22, 2013.

Shri B.K. Taparia, Independent Director ceased to be a Director on Board due to his sad demise on September 5, 2013.

Shri S.C. Gupta, Independent Director and Shri R.K. Singh resigned from Directorship of the Company w.e.f. February 10, 2014 and May 27, 2014 respectively, due to their personal reasons.

Shri S.D. Nailwal, Whole-time Director of the Company has requested to step down from the office of Director on expiry of his current term i.e. w.e.f. June 30, 2014. Accordingly, he shall cease to be a Director on June 30, 2014 (afternoon).

The Board places on record its appreciation for the valuable contribution of the above Directors during their respective tenure on the Board of the Company.

B. Appointments of Directors:

Shri S.C. Rathi was appointed as a Nominee of LIC w.e.f. February 10, 2014 in place of Shri R.R. Dash.

Shri K.N. Bhandari was appointed as an Independent Director of the Company, liable to retire by rotation, w.e.f. February 10, 2014, in the casual vacancy caused due to cessation of Shri B.K. Taparia.

Shri Shiva Dixit was appointed as an Additional Director & Whole-time Director of the Company w.e.f. May 27, 2014. As Shri Shiva Dixit holds office of Director upto ensuing Annual General Meeting and the proposal for his appointment as a Director has been received from a shareholder, the same has also been included in the Notice of the Annual General Meeting for your approval.

Shri Sunil Kumar Sharma (Executive Vice Chairman), Shri Pankaj Gaur [Jt. Managing Director (Construction)] and Shri Sunny Gaur [Managing Director (Cement)] were re-appointed as such for a further period of five years w.e.f. March 18, 2014, July 1, 2014 and December 31, 2014 respectively. The proposed re-appointment and remuneration of Whole-time Directors is subject to approval of the shareholders which would be sought.

Appointment of Independent Directors:

The Board of Directors in their meeting held on May 27, 2014, based on the recommendation of the Nomination & Remuneration Committee, decided to seek approval of the shareholders to the reappointment of all the seven Independent Directors namely: Shri R.N. Bhardwaj, Dr. B. Samal, Shri V.K. Chopra, Ms. Homai A. Daruwalla, Shri S.C. Bhargava, Shri B.K. Goswami and Shri K.N. Bhandari on the Board of the Company as Independent Directors for a period of three consecutive years from the date of their appointment by the shareholders, the proposals whereof have been included in the Notice of the Annual General Meeting for your approval.

Such Independent Directors will not be liable to retire by rotation in view of the provisions of the Companies Act, 2013 and Rules framed there under.

C. Retirement by rotation:

Shri Rahul Kumar and Shri S.K. Jain, Directors would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The proposals for their re-appointment have also been included in the Notice of the Annual General Meeting for your approval.

DEPOSITS

Fixed deposits received from the shareholders and the public as on March 31, 2014 stood at Rs. 2157.38 Crores. Deposits of Rs. 23.73 Crores due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2014, most of which were subsequently claimed. In view of the provisions of newly enforced Companies Act, 2013, the Company has, for the present, decided not to accept fresh Deposits/renew existing Deposits but repay the same.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended March 31, 2014 are annexed and form an integral part of this Report.

NOTES ON ACCOUNTS

The observations of Auditors and Notes on Accounts are self-explanatory.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS:

M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Based on the recommendations of the Audit Committee, the Board recommends their appointment as Company''s Auditors for a term of three consecutive financial years i.e. for 2014-15, 2015-16 & 2016-17. If appointed, they shall hold office from the conclusion of the ensuing Annual General Meeting till conclusion of the Annual General Meeting of the Company to be held in the year 2017, subject to ratification by the shareholders at every Annual General Meeting.

SECRETARIAL AUDITORS:

As a measure 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 2013- 14. The Secretarial Audit Report for the financial year ended March 31, 2014 forms part of the Annual Report.

Based on the recommendations of the Audit Committee, the Board has further re-appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2014-15 in compliance of the provisions of Section 204 of the Companies Act, 2013, which has made it mandatory for certain companies to appoint a Secretarial Auditor.

COST AUDITORS:

For the financial year 2013-14, the Board of Directors of the Company had re-appointed, on recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, (Firm''s Registration No. 2890), as Cost Auditors, subject to the approval of the Central Government, for auditing the cost accounts in respect of ''Cement Product'' and ''Wind Power''. Their appointment was approved by the Central Government. In terms of The Companies (Cost Audit Report) Rules 2011 read with Ministry of Corporate Affairs'' General Circular No. 15/2011 [File No. 52/5/CAB-2011] dated April 11, 2011, the cost audit report relating to the ''Cement Products'' & ''Wind Power'' for the financial year ended March 31, 2013, alongwith the Compliance Report, as applicable, had been filed with the Cost Audit Branch of the Ministry of Corporate Affairs on 13th November, 2013 by the Cost Auditor against the due date of filing 27th September, 2013.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company have re-appointed, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts in respect of applicable businesses of the Company for the financial year 2014-15. The requisite approval of the shareholders will be sought for the remuneration of the Cost Auditors.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement. The Company would also comply with the revised Clause 49 of the Listing Agreement as applicable from 1st October, 2014.

BUSINESS RESPONSIBILITY REPORT

In terms of Clause 55 of the Listing Agreement, a Business Responsibility Report (BRR), in the prescribed format, is annexed and forms part of this Annual Report describing the initiatives taken by the Company from an environmental, social and governance perspective, towards adoption of responsible business practices. The BRR as well as the Company''s Policy on Sustainable Development are accessible on the Company''s website www.jalindia.com.

EMPLOYEE RELATIONS

Employee 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 at all sites and other offices and achieved commendable progress.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annual accounts for the year ended March 31, 2014 :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) 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, 2014 and the profit of the Company for that period;

iii) 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;

iv) that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., Axis Bank Limited, Export- Import Bank of India and Consortium of Banks and valued customers, for their valuable support and co-operation.

Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company.

On behalf of the Board

MANOJ GAUR Executive Chairman

May 27, 2014


Mar 31, 2013

To The Members,

The Directors of your Company are pleased to present the 16th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2013.

WORKING RESULTS

The working results of the Company for the year under report are as under:-

(Rs. in Crores)

Financial year ended 31.03.2013 31.03.2012

Gross Revenue 13512.08 13117.61

Profit before Depreciation & Tax 1476.88 1928.49

Less : Depreciation 726.13 614.15

Profit before Tax 750.75 1314.34

Less : Provision for Tax

- Current Tax 139.17 238.35

- Deferred Tax 128.95 49.75

- Excess Provision for Income Tax in Earlier Years reversed (18.65) 249.47 (0.14) 287.96

Profit after Tax 501.28 1026.38

Add :

- Profit brought forward 3148.48 2868.92 from Previous Year

Profit available for appropriation 3649.76 3895.30

Less : Transferred to :

- Reserve for Redemption - 268.25 Premium on FCCBs

- Debenture Redemption 7.65 269.30 Reserve

- General Reserve 51.00 58.65 102.64 640.19

Add :

- Tax on proposed Final 9.37 9.37 Dividend Reversed

- Final Dividend Transferred from Trusts (in which Company is sole beneficiary) 9.47 7.57

- Reserve for Redemption Premium on FCCBs Reversed 779.46 798.30 - 16.94

Less: Dividend

- Proposed Final Dividend 110.95 106.32

- Tax on Proposed Final 18.00 128.95 17.25 123.57 Dividend

Balance carried to Balance Sheet 4260.46 3148.48

Basic Earning Per Share [Face 2.34 4.83 value Rs. 2 per share] before/ after Extraordinary Items in Rupees

Diluted Earnings Per Share 2.29 4.64 [Face value Rs. 2 per Share] before / after Extraordinary Items in Rupees

DIVIDEND

For the financial year 2012-13, the Board has recommended dividend of Re. 0.50 per Equity Share of Rs. 2 i.e. 25% which will be paid after your approval at the ensuing Annual General Meeting. The dividend will absorb an amount of Rs.110.95 Crores, excluding Dividend Distribution Tax of Rs. 18 Crores.

CHANGES IN SHARE CAPITAL

The Paid up Share Capital of the Company on April 1, 2012 stood at Rs. 4,252,866,364 divided into 2,126,433,182 Equity Shares of Rs. 2 each.

During the year under report, further Equity Shares were issued and allotted as under;

(i) 28,445,567 Equity Shares of Rs. 2 each to the holders who opted for conversion of their Bonds under FCCB- IV Scheme @ Rs. 77.50 per share (including premium of Rs. 75.50 per share).

(ii) 64,204,810 Equity Shares of Rs. 2 each to Qualified Institutional Buyers under Qualified Institutions Placement Issue allotted on February 6, 2013 @ Rs. 83 per share (including premium of Rs. 81 per equity share).

Thus, as on March 31, 2013, the Paid-up Equity Share Capital of the Company stood increased to Rs. 4,438,167,118 divided into 2,219,083,559 Equity Shares of Rs. 2/- each.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the year under report, following developments pertaining to FCCBs took place:

Issue of FCCB - IV on September 7, 2012-5.75% FCCBs-IV were issued by the Company on September 7, 2012 for a total size of US $ 150 million to part pay the redemption of FCCB-III. These FCCBs, with maturity date of September 8, 2017, are convertible into equity shares of Rs. 2 each @ Rs. 77.50 per share (including premium of Rs. 75.50 per share). As on March 31, 2013, the outstanding amount against FCCB-IV was US $ 110.40 Million (i.e. 73.60%).

Redemption of FCCB - III on September 12, 2012 - Zero coupon FCCB-III issued on September 11, 2007 (with an issue size of US $ 400 million) and having an outstanding aggregate amount of US $ 354.475 Million as on the maturity date i.e. September 12, 2012 were redeemed at a premium of 47.701% on the due date, thus resulting into a total outflow in US$ 523.563 Million.

Redemption of FCCB - II on March 9, 2013 - 0.5% FCCB-II, issued on March 9, 2006 (with a issue size of Euro 165 million) and having an aggregate outstanding amount of Euro 0.255 million as on the maturity date i.e. March 9, 2013 were redeemed at a premium of 32.071% on the due date, resulting in an outflow of Euro 0.337 Million.

As reported earlier, FCCBs-I (Issue size US $ 100 million) had already been redeemed on February 17, 2010.

Thus the Company presently has only one series of outstanding FCCB i.e. FCCB - IV, aggregating US $ 110.40 million.

The particulars about conversion, outstanding amount, coupon, listing etc. of all past and present FCCBs are detailed in para 26 of the Corporate Governance Report forming part of this Report.

EMPLOYEE STOCK PURCHASE SCHEME

As the Members are aware, "Jaypee Group ESPS, 2009 Trust" was created in 2009 for administering the Stock Purchase Scheme of the Company namely "Jaypee Employee Stock Purchase Scheme, 2009" for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries.

In terms of the Scheme, the Company issued and allotted 1.25 Crores Equity Shares of Rs. 2 each @ Rs. 60 per share (including premium of Rs. 58 per share) to the said Trust on December 14, 2009. The said Trust was also allotted 62,50,000 Equity Shares as Bonus Shares on its holding, in terms of the Bonus Issue made by the Company on December 19, 2009.

Since inception, the ''Jaypee Group ESPS, 2009 Trust'' has allocated/ transferred Equity Shares to the eligible persons under the Scheme, as under:

Particulars No. of No. of No. of Total no. Eligible original Bonus of shares Persons Shares Shares (including (excluding Bonus) Bonus)

Total Shares available 12,500,000 6,250,000 18,750,000 under ESPS Scheme

Trasferred/ allocated 8,032 11,263,706 5,631,852 16,895,558 during 2010-11

Trasferred/ allocated 4 3550 1775 5,325 during 2011-12

Balance shares as - 1,232,744 616,373 1,849,117 on 31.03.2013

During 2012-13, no further shares were allocated/ transferred by the Trust. Thus, a balance of 1,849,117 Equity Shares (including bonus shares) are still lying with the Trust which would be transferred to the eligible persons in due course.

It is confirmed that:

(a) there is no employee who has been issued shares in any year amounting to 5% or more shares issued during that year; and

(b) there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.

OPERATIONS 1.0 ENGINEERING DIVISION

1.1 Works completed

1.1.1 During the year, following works have been completed:

(i) Zirakpur-Parwanoo Highway from Km 39.860 to Km 67.000 of NH - 22 in the States of Himachal Pradesh, Punjab and Haryana.

(ii) Yamuna Expressway [earlier known as Taj Expressway] (six lane165 km) connecting Noida & Agra and related activities in Uttar Pradesh.

(iii) Civil and Structural work, Residential Complex, Mechanical fabrication and erection and electrical fabrication, erection and installation for Grinding Plant at Bokaro of Bokaro Jaypee Cement Limited.

1.1.2 Prequalifications / Bids Under submission

Your Company has submitted prequalification applications for the following works:

(i) Execution of civil, Hydro-mechanical and Electro-mechanical works of 390MW Kirthai-I Hydroelectric Project in Jammu & Kashmir. For this work, the application has been submitted as Consortium with JAL as lead member; and

(ii) Diversion Tunnel, Concrete Gravity Dam, Intake, Silt Excluder Arrangement, Pressure Shafts, Underground Power House and Tail Race Tunnels (Kiru Civil: Lot-1) for 660MW Kiru Hydroelectric Project in Jammu & Kashmir

1.1.3 Your company has also been prequalified to participate in the tenders/ bids for the following works:

(i) Construction of Head Race Tunnel from RD 1529m to RD 13950m (Lot-2) of 600 MW Tawang - I Hydroelectric Project in Arunanchal Pradesh ;

(ii) Construction of Balance Civil Works related to Concrete Dam, Diversion Works, Intake and 1.35 Km. HRT of Vyasi Hydroelectric Project in District Dehradun, Uttarakhand

(iii) Construction of Civil Works for Dam, River Diversion, Intake, Adit-1, HRT upto RD 9500m including Pranmati Nallah Crossing and Diversion Tunnel Gates (PACKAGE-I) of 252 MW Devasari Hydroelectric Project, District Chamoli, Uttarakhand

(iv) Construction of Civil Works of Adits-2, 3 & 4, HRT from RD 9500m to RD 17906m, Pressure Shaft, Penstocks, Surge Shaft, Valve House, Power House Complex and Tail Race Tunnel (PACKAGE-II) of 252 MW Devasari Hydroelectric Project, District Chamoli, Uttarakhand.

1.2 Works in Progress

The Company is presently executing the works of the projects listed below and the status of works is given below:

The progress of work on various projects is generally satisfactory.

2.0 CEMENT DIVISION Operations

The production and sale of Cement/ Clinker during the year, as compared to the previous year, are as under:-

2012-13 2011-12 (MT) (MT)

Cement Production 13,523,676 13,341,389

Clinker Production 10,800,353 9,808,903

Cement and Clinker Sale (including 14,468,856 14,126,107 Self-Consumption)

The operative capacity of the group as a whole is 32.55 MTPA and the capacity under implementation is 2.75 MTPA. The above would take the Group''s total capacity to 35.30 MTPA including JVs capacity, which will make Jaypee Group the 3rd largest Cement producing group in India.

Zone-wise operating Capacity/Capacity under implementation and Captive Power Plant Capacity in the Cement Division of the Company are as under:-

JAL CAPACITY

Zone OPERATIONAL CAPACITY UNDER TOTAL CAPTIVE CAPACITY IMPLEMENTATION THERMAL POWER MTPA MTPA MTPA MW

CENTRAL ZONE 10.45 1.00 11.45 244**

UP ZONE 4.00 1.75 5.75 244**

NORTH ZONE 6.20 - 6.20 -

EAST ZONE 2.10 - 2.10 -

TOTAL 22.75* 2.75 25.50* 488

*Includes 4.30 MnTPA of two JVs (with SAIL) of Jaiprakash Associates Limited.

** Includes 120 MW capacity at Sidhi and 180 MW at Churk under implementation.

JCCL CAPACITY

Zone OPERATIONAL CAPACITY UNDER TOTAL CAPTIVE CAPACITY IMPLEMENTATION THERMAL POWER MTPA MTPA MTPA MW

WEST ZONE 4.80 - 4.80 90

SOUTH ZONE 5.00 - 5.00 35

TOTAL 9.80 - 9.80 125

GRAND TOTAL 32.55 2.75 35.30 313 (JAL INCL JV) & JCCL

2.1 Operational Performance (JAL)

During the year the Company successfully completed unit 2 of Jaypee Sidhi Cement Plant at Bhagwar, Madhya Pradesh which is currently under Trial run and would be commissioned during the first quarter of FY 2013-14.

During the financial year 2012-13, Productivity Indices of the operating units of JAL (except JCCL & JVs) were as under:

3.0 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category, the finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located for discerning business and leisure travellers. Jaypee Vasant Continental with 119 rooms and Jaypee Siddharth with 94 rooms in New Delhi. Jaypee Palace Hotel and Convention Centre is the largest property located at Agra with an inventory of 341 rooms with luxurious Presedential Suites and Jaypee Residency Manor at Mussoorie has 94 rooms with new 45 rooms in Valley View Tower overlooking Doon Valley. Jaypee Greens Golf & Spa Resort, Greater Noida is a prestigious & Luxury Resort with 170 state of art rooms overlooking the Championship 18 hole Greg Norman Golf Course.

Jaypee Palace Hotel & Convention Centre, Agra hosted several prestigious conferences, including "Partnership Summit 2013" organized by CII.

Jaypee Greens Golf & Spa Resort hosted successfully several prestigious conferences of corporate houses. India''s first world renowned "Six Senses Spa" is operational at the Resort and carved a niche in the industry. Jaypee Greens Golf & Spa Resort has emerged as a destination of choice for international and domestic tourists looking for a product of international standards and quality in Noida and Greater Noida. Prestigious Car Companies like Audi, Mercedes, Porsche, Tata Motors etc organized car launch events and conferences at Jaypee Greens Golf & Spa Resort.

Jaypee Greens Golf & Spa Resort has been conferred with the prestigious GeoSpa aisaSpa India Awards 2012 for Six Senses Spa as "Most Luxurious Spa (Resort)" and again another prestigious Golden Star Awards as "Most Admired Golf Resort" of the year. LABREZZA, an Italian Restaurant at Jaypee Greens Golf & Spa Resort nominated for "Best Italian Restaurant" by HT Crystal Awards 2012 -2013.Jaypee Greens Golf & Spa Resort hosted the prestigious events for NDTV Life Style Awards and Auto Build Steering Wheel Awards as hospitality partner.

Jaypee Golf Course hosted the international events "Avantha Masters 2013"as largest European tournament event with participation of 66 top international golfers and 50 Indian top golfers like Jeev Milka Singh and Jyoti Randhawa.

"Atlantis-The Club", an integrated sports complex located at Jaypee Greens offers world class facilities for International and National sporting events & tournaments with rooms & conference halls. Atlantis hosted "India Fiesta Latina - World Salsa Congress" with participation by 33 International teams and attended by the gathering of 2500 people. Atlantis has emerged as Sports Academy Destination. Yuvraj Singh, Cricket for Excellence (YSCE), Cricket Academy under the supervision of celebrity Yuvraj Singh conducting coaching for more than 100 students. Bhaichung Bhutia Football School (BBFS), the Soccer Academy under the supervision of Bhaichung Bhutia, Former Captain - Indian Soccer Team conducting coaching on Soccer.

"Jaypee DelCourt", A Town Centre offers 27 well appointed rooms for corporate entrepreneurs, expats, business and leisure stays.

Jaypee Greens Golf & Spa Resort, Atlantis-The Club & Jaypee DelCourt hosted and rendered world class services to the Formula One Management, F-1 Race Drivers and renowned celebrities from across the world during the Formula-1 and related events in October, 2012.

Yamuna Expressway, being the finest and longest expressway built by the company has changed the pattern of international and domestic tourists in Agra and Delhi - NCR. This has benefitted Jaypee Greens Golf & Spa Resort at Greater Noida and Jaypee Palace

Hotel & Convention Centre, Agra due to patronage by the tourists visiting Agra from Delhi - NCR.

The Company''s Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).

The Hotel division of the company has made significant progress in the hotel business by constant endeavour, striving tirelessly and keeping the staff and executives motivated and enthusiastic to combat the emerging new challenges to establish a distant niche in the hotel industry.

The business of the hotel division is poised for sustained growth and the outlook is bright. The Company is confident to achieve better quotient of customers'' satisfaction and to achieve higher growth coupled with optimization of the resource utilization.

4.0 REAL ESTATE DIVISION

Jaypee Greens, Greater Noida

The Company''s prestigious project - Jaypee Greens, Greater Noida spread across 452 acres is the maiden golf centric residential development. The project integrates Luxury villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 Hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve Park, a 5 star spa resort, Town Centre, etc. The project has received an overwhelming response from investors.

Jaypee Greens Wish Town Noida

Second real estate project - Jaypee Greens Noida - being developed by the Jaypee Group is a bench mark for extraordinary lifestyle experiences. Spread over 1063 acres, it has been designed as a new exciting place to Live-Work-Play. It offers wide range of residential options ranging from independent homes to high-rise apartments and penthouses, along with host of other amenities such as numerous Graham Cooke designed golf facilities, Super specialty medical centers, educational facilities, landscaped parks and lakes, various recreational facilities and entertainment hubs and commercial centers.

During the year the Company could complete construction of couple of its projects launched in the earlier years and further consolidated its position in the premium residential segment with the launch of new Projects like Kristal Court and Kasa Blanca. Your Company also launched developed plots under residential segment at Mirzapur, Distt. Gautam Budh Nagar and Agra.

Jaypee Greens AMAN

Jaypee Greens third residential project Jaypee Greens AMAN at Sector 151, Noida is located on the Noida-Greater Noida Expressway and offers 2 & 3 BHK apartments. Spread over 89 acres, the project also comprises of Chip & Putt golf course, Gardens ,Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums, Primary and Senior Secondary Schools, Creche, Kid''s play area, etc.

The Project is being developed at a faster pace and is expected to be completed soon.

Jaypee Greens Sports City

Jaypee Greens Sports City located on the Yamuna Expressway spread over 5000 acres, is the latest project launched by Jaypee Greens and comprises of India''s first International Motor racing track, International standard cricket stadium, a 15.7 kms long green boulevard and much more. The Project owned by Jaypee Sports International Ltd., a subsidiary of your company successfully hosted the India''s First F1 race in October, 2011 followed by yet another race in October, 2012. The development of Sports City inter-alia comprises of various thematic districts offering residential, sports, commercial and institutional facilities. The commercial zone will offer well defined areas for elaborate financial and civic centers, 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.

While the Projects already launched by the Company Viz Kassia, Kove, Krowns and Country Home-I are being developed at a faster pace, the Company has during the year launched certain new products - Country Home-II, Bougainvilleas, Greencrest homes and a specific product - Buddh Circuit studios for the affordable housing segment, which received a very encouraging response from the Customers.

Backed by a strong team of Architects, Engineers and Marketers the Company is poised to launch many more new projects in the coming year.

DIVERSIFICATION

A. WIND POWER PROJECT

The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat). Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 94.74 Mn units and Rs. 38.19 crores against 91.26 Mn units and Rs. 35.57 crores respectively in the year 2011-12.

B. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

The Company had been awarded rights for mining of coal in Mandla (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been taken to obtain various clearances including Environment Clearance. Coal from this Block shall be available for captive consumption for Cement Division of the Company.

Besides the above, the Company has entered into three separate joint venture agreements (JVAs) with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for development and mining of coal from coal blocks allotted to MPSMCL. All these three Joint Venture Companies (JVCs) have identical shareholding ratio of 51:49 between MPSMCL and your company and as such these companies are government companies. The management control of these three JVCs are vested with your company. Under the JVAs, your company shall be the mine developer for all the three JVCs.

The first JVC namely Madhya Pradesh Jaypee Minerals Limited (MPJML) is developing a coal block at Amelia (North) at Singrauli District in the state of Madhya Pradesh. The second JVC namely MP Jaypee Coal Limited (MPJCL) is in the process of developing a coal block at Dongri Tal-II also at Singrauli in Madhya Pradesh. Coal from these coal blocks shall be mined for supply to the 2 x 660 MW super-critical thermal power plant at Nigrie, Madhya Pradesh being set-up by Jaiprakash Power Ventures Limited (JPVL), a subsidiary of your Company. The third JVC i.e. MP Jaypee Coal Fields Limited (MPJCFL) has been incorporated for mining and sale of coal from Mandla (South) coal block in District Chhindwara, Madhya Pradesh.

Project activities relating to mine development have been completed in the case of the first JVC i.e. MPJML. Various statutory approvals and clearances from concerned authorities are in place. After having received prior approval of Ministry of Coal and stage II (final) Forest Clearance from Ministry of Environment and Forest, the Company has executed the Mining lease in February 2013. Further, to ensure availability of appropriate administrative & functional support, the required infrastructural facilities have been created which included construction of base camp, commissioning of 5 MVA Electric Sub Station, obtaining licence to store and use explosives etc. Construction of Coal Handling Plant (CHP) and Railway siding is in progress and will be completed by end of July 2013.

The Mine at the Coal Block has, since, been opened on 19th April 2013 after giving Notice of opening of Mine to the DG Mine Safety.

The second JVC viz MPJCL is in advance stage of mine development with various clearances from the concerned authorities in place. Approval for execution of Mining lease for this Coal Block has been received. Identification of land in non-coal bearing area for construction of infrastructure facilities, such as, Base Camp, Electric Sub-Station, Coal Handling Plant, Coal Silo, has been completed.

The third JVC viz MPJCFL has received Environmental Clearance on 2nd January 2013 and Forest Clearance (stage II) is expected shortly. Further, grant of previous approval for the Mining Lease has been received and Land acquisition is in progress.

C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating successfully taking daily garbage of the city of Chandigarh as per agreement. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refused Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, is being disposed off commercially as a good substitute of conventional fuel in the industry located around Chandigarh.

D. DIVERSIFICATION INITIATIVES

Company''s other diversification initiatives include setting-up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, Fertilizer business, Aviation, Healthcare and Agri business. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries.

SUBSIDIARIES

During the year under report, your Company had following 22 subsidiaries which are engaged in different business activities:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Limited

3. Jaypee Powergrid Limited

4. Sangam Power Generation Co. Limited

5. Prayagraj Power Generation Co. Limited

6. Jaypee Meghalaya Power Limited

7. Bhilai Jaypee Cement Limited

8. Bokaro Jaypee Cement Limited

9. Gujarat Jaypee Cement & Infrastructure Limited

10. Jaypee Cement Corporation Limited

11. Jaypee Assam Cement Limited

12. Jaypee Infratech Limited

13. Jaypee Ganga Infrastructure Corporation Limited.

14. Himalyan Expressway Limited

15. Jaypee Agra Vikas Limited

16. Jaypee Sports International Limited

17. Jaypee Cement Cricket (India) Limited (w.e.f 20.10.2012)

18. Jaypee Cement Hockey (India) Limited (w.e.f 05.11.2012)

19. Jaypee Fertilizers & Industries Limited

20. Himalyaputra Aviation Limited

21. Jaypee Healthcare Limited (w.e.f 30.10.2012)

22. Jaiprakash Agri Intiatives Company Limited (w.e.f 25.03.2013)

The first financial year of Jaypee Cement Cricket (India) Limited, Jaypee Cement Hockey (India) Limited and Jaypee Healthcare Limited will close on 31.03.2014. Accordingly, the accounts of remaining 19 subsidiaries have been consolidated with the accounts of your Company.

The status of the aforesaid subsidiaries is as under:

POWER AND RELATED BUSINESS

1. JAIPRAKASH POWER VENTURES LIMITED (JPVL) OPERATIONS

JPVL has three operative Hydro Power Plants and one operative Thermal Power Plant, namely:

i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;

iii) 1000 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal Pradesh; and

iv) 500 MW - Phase I (of 1200 MW) Jaypee Bina Thermal Power Plant in Madhya Pradesh.

JPVL is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh.

ENERGY GENERATION FROM HYDRO POWER PLANTS

The plant availability and the Energy Generation of each of the Hydro Power Plants for the Financial Year 2012-13 were as under:

Plant Plant Net Saleable Availability Energy Generation (%) (Million Units)

BASPA-II (300 MW) 99.87 1073.01

Vishnuprayag (400 98.81 1628.46 MW)

Karcham Wangtoo 86.12 3541.76 (1000 MW)

ENERGY GENERATION FROM JAYPEE BINA THERMAL POWER PLANT

Phase I comprising of two units of 250 MW each of coal based Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt. Sagar (M.P) has been fully commissioned on 31st August, 2012 and Unit II of 250 MW was commissioned on 7th April, 2013.

JPVL is supplying 70% of the installed capacity for Phase-I on long term basis, to Govt. of Madhya Pradesh/Madhya Pradesh Power Management Company Ltd. in terms of the Power Purchase Agreement executed with them and balance of installed capacity is being sold on merchant power basis.

The plant performance-Unit I (250 MW) from August, 2012 to March, 2013 was as under:

Million Units

FY 2012-13 Actual Generation

Gross Net Aux % PLF % PAF % Saleable

Total 2012-13 441.84 396.29 10.31% 34.57% 67.62% (Cumulative)

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily to achieve commissioning of both the units in the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited for Boiler, Steam Turbine and Generator respectively are being timely received. All major statutory approvals required at the current stage of the project are in place. Entire requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks.

The Financial Closure of the project has already been achieved. As on 31st March, 2013, an amount of approx. Rs. 7,737 crores was incurred on the implementation of Project.

AWARD

JPVL has been awarded Certificate of Merit ''For Most Admired Emerging Infrastructure Company in Power'' at the 5th KPMG-Infrastructure Today Awards, 2013, New Delhi.

VERIFIED EMISSION REDUCTIONS (VERs)

JPVL 1000 MW Jaypee Karcham Hydro Power Plant has been registered by United Nations Framework Convention on Climate Change (UNFCCC) as a CDM project w.e.f. 12th April, 2012 for ten years upto 11th April, 2022. The process for issuance of CERs for the first period from 12.04.2012 to 31.07.2012 is in progress.

Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee Vishnuprayag Hydro Power Plant are as under:

Period No. of VERs Amount sold realized (Rs. crore)

Baspa Upto FY 2012 21,03,515 26.30

FY 2012-13 9,31,149 1.95

Total 30,34,664 28.25

Vishnuprayag Upto FY 2012 81,87,173 181.20

FY 2012-13 13,03,511 41.85

Total 94,90,684 223.05

DIVERSIFICATION TO SET-UP CEMENT GRINDING UNITS

JPVL has decided to diversify its operations by setting up Cement Grinding Units at Nigrie (4 MTPA) and Bina (2MTPA) to optimally utilize the fly ash to be generated by Company''s thermal power plants. Necessary action has been initiated in that direction.

2. JAYPEE ARUNACHAL POWER LIMITED (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the JPVL is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. JPVL alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro-Electric Project, CEA approval was obtained in February, 2010 and revalidation of DPR is being in process with Central Electricity Authority (CEA). Land acquisition is in progress. Seismic data upto 31st March, 2013 has been collected and clearance from the Ministry of Environment and Forest is in process.

For 500 MW Hirong Hydro-electric Project, CEA has accorded Techno- Economic Concurrence on 10th April, 2013. The Environmental/Forest Clearence for the project is yet to be accorded.

As on 31st March, 2013 an aggregate amount of appox. Rs. 228 crores has been spent on the aforesaid two projects.

3. JAYPEE POWERGRID LIMITED (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited (a Central Government Power Utility Undertaking) has set up a 213 Km long 400 Kv Quad-Bundle Conductor Double Circuit Transmission Line for evacuation of power from the pothead yard of 1000 MW Karcham Wangtoo plant in the state of Himachal Pradesh to Abdullapur in the state of Haryana and LILO the existing Baspa-Jhakri Double circuit line.

Transmission system has been put under commercial operations w.e.f. 1st April, 2012. Capitalized value of tangible assets as on 31st March, 2013 aggregate to Rs. 995.98 crores.

The cumulative availability of transmission system for FY 2012-13 was 99.69%.

4. SANGAM POWER GENERATION CO. LIMITED (SPGCL)

Sangam Power Generation Company Limited (SPGCL), a wholly owned Subsidiary of JPVL, was acquired from Uttar Pradesh Power Corporation Limited (''UPPCL'') through competitive bidding process, for the implementation of 1980 MW-(3 x 660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land was executed but physical possession is yet to be handed over. As reported last year Hon''ble High Court of Judicature at Allahabad has quashed the notification issued by Uttar Pradesh State Government for acquisition of land for the project subject to the deposit of compensation, received by the land owners. SPGCL has approached UPPCL for amicable settlement for closing the agreement(s) and payment of dues with UPPCL and the matter is under discussion.

5. PRAYAGRAJ POWER GENERATION CO. LIMITED (PPGCL)

Prayagraj Power Generation Company Limited (PPGCL), a wholly owned subsidiary of JPVL, acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW Thermal Power Project (with approval to add two additional generation units of 660 MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh.

All Statutory/Regulatory approvals required for the project are in place. Financial Closure has been achieved. The supplies from BHEL for Boiler, Turbine and Generator are in progress and the progress on the implementation of project is satisfactory.

An expenditure of approx. Rs. 6394 crores has been incurred on the implementation of the project till 31st March, 2013.

6. JAYPEE MEGHALAYA POWER LIMITED (JMPL)

Jaypee Meghalaya Power Limited (JMPL) was incorporated by Jaiprakash Power Ventures Limited as its wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II H.E.P in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. JPVL alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

The field work of survey & investigation and EIA studies have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest. The control levels i.e. FRL & TWL for Kynshi-II Project have been approved by State Government. Approval of Central Electricity Authority has been accorded to the water availability series for power potential studies.

As on 31st March, 2013, an aggregate amount of approx. Rs. 8.50 crores has been spent on the projects.

CEMENT BUSINESS

7. BHILAI JAYPEE CEMENT LIMITED (BJCL)

The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL at Satna continued to function satisfactorily with 100% utilization of installed capacity. However, Bhilai grinding unit''s capacity utilization remained at sub-optimal level due to lesser availability of slag from Bhilai Steel Plant.

During the period under report, comprising a period of six months, the Company has achieved a gross turnover of Rs. 454 crore, as against Rs.1116 crore during the Financial Year 2011-12 which comprised a period of 18 months. The working results of BJCL for the year under report (6 months) resulted in an operating profit of Rs. 55.46 crore as against Rs. 72.86 crore during the previous year (18 months).

With the positive signs as above, BJCL is hopeful that once the grinding unit is able to operate at full capacity, the Company would be in a position to improve its financial position further.

8. BOKARO JAYPEE CEMENT LIMITED (BOJCL)

The Grinding Unit of BOJCL, a joint venture between JAL & SAIL, at Bokaro, Jharkhand achieved an overall capacity utilization of 59% during the year under report. Lower production level was due to lesser availability of slag from Bokaro Steel Plant. Slag supply position, however, gradually started improving in the last quarter of the year and the unit achieved 85% capacity utilization in the month of March 2013. Considering the recent trend of supply, BOJCL is hopeful that during 2013-14 slag availability is likely to improve which would enable the grinding unit to achieve a higher capacity utilisation.

Despite lower capacity utilization, the Company has achieved a gross turnover of Rs. 627.36 crores during the year under report, backed by a strong brand image and resultant higher realization for its product. The turnover increased by 130.49% over previous year''s turnover.

9. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)

Gujarat Jaypee Cement & Infrastructure Limited (GJCIL), a Joint Venture between Jaiprakash Associates Limited (JAL) and Gujarat Mineral Development Corporation Limited (GMDC) was incorporated, inter-alia, to implement a 2.4 Million tones per annum capacity cement plant in District Kutch, Gujarat.

Out of approximately 484 hectares of land required for setting up the Project, 27 hectares are Private land and 457 hectares are Government land. Major part of Private land (22 hectares) has been purchased by GJCIL. However pending necessary approval from the Government of Gujarat, the Government land is yet to be acquired. The matter is under persuasion with the State Government.

Further activities on Project implementation can commence after acquisition of Government land.

10. JAYPEE CEMENT CORPORATION LIMITED (JCCL)

Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of your Company, is setting up an integrated cement plant alongwith captive power plant at Shahabad district Gulbarga, Karnataka.

The project is scheduled to be commissioned by October, 2014.

11. JAYPEE ASSAM CEMENT LIMITED (JACL)

For the purpose of setting up a 2 Mn tpa capacity Cement Plant in the North Cachar Hills Distt of Assam, in Joint Venture with Assam Mineral Development Corporation Ltd. (AMDC), Jaypee Assam Cement Limited has been formed, as a special purpose vehicle, initially as wholly-owned subsidiary of JAL. The same shall be converted as a Joint Venture Company (JVC) with JAL and AMDC as JV partners having a shareholding ratio of 82:18 between themselves, as per the Shareholders'' Agreement. While JAL shall hold the shares for cash consideration, shares shall be allotted to AMDC in consideration of the exclusive mining rights of the mineral block identified for this Company. Under the SHA, the management and control of the JVC is vested in JAL.

As reported last year, prior to incorporation of JACL, 750 bighas of land was allotted by Dima Hasao Autonomous Council (DHAC) on 30 years lease basis to Jaiprakash Associates Limited (JAL) for the project of JACL. Necessary payment in this regard to DHAC was made by JAL as a promoter of JACL. An agreement was also executed between DHAC and JAL.

Besides the payment of Rs. 3.77 crore for the above land, JAL had also paid Rs. 10 crore to DHAC in advance as the share of royalty on limestone for a period of one year as per the Agreement executed between JAL and DHAC. JACL had deployed necessary resources in right earnest for setting-up the 2 Mn tpa cement plant with a 35 MW captive power plant. For getting environment clearance for the proposed project, JACL started expeditious collection of data and preparation of Environmental Impact Assessment/Environmental Management Plan Reports for submission to Government of India, Ministry of Environment & Forest.

JACL was, however, compelled to suspend all project activities since January 2012 due to adverse security situation resulting in loss of precious human life after abduction of one of the Senior Executives of the Company, as reported last year. JACL is in touch with concerned authorities for resumption of project activities as and when the security situation is improved.

EXPRESSWAYS AND RELATED BUSINESS

12. JAYPEE INFRATECH LIMITED (JIL)

The Yamuna Expressway has commenced its commercial operation and was opened for Public w.e.f. 09.08.2012 and the toll collection commenced from 16.08.2012. The vehicular movements and revenue generation till date is satisfactory.

JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway-one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. JIL has commenced development of its land parcels at Noida, Mirzapur, Distt. Gautam Budh Nagar and Agra and has sold 527 million sq. feet of area as of 31.03.2013.

13. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)

The Jaypee Ganga Infrastructure Corporation Limited (JGICL) was incorporated as a wholly owned subsidiary of Jaiprakash Associates Limited for implementation of the 1047 km long 8-lane Access- Controlled "Ganga Expressway Project" connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga on Design, Build, Finance and Operate (DBFO) basis together with the development of 12,281 hectares of land parcels at eight different locations in Uttar Pradesh in terms of the Concession Agreement executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008.

Preparatory work for the Project was started. Consequent upon the Order of Hon''ble High Court of Allahabad dated 29.05.2009 quashing the environment clearance earlier issued by State Environment Impact Assessment Authority (SEIAA), fresh application for the Environmental Clearance was filed which is still pending. Since there are lot of uncertainties in respect of Environment clearance, due to various developments like farmers unrest etc, upon the discussion with the Government/Authority, a supplementary agreement was signed with the Authority on 30th November, 2011 and UPEIDA has returned the Bank Guarantee after the undertaking from JGICL that the Company would revive the Bank Guarantee, when the project gets environmental clearance.

14. HIMALYAN EXPRESSWAY LIMITED (HEL)

HEL was incorporated as a Special Purpose Vehicle (SPV) for the implementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The Expressway connecting the three states has become operational and the toll collection at the rates approved by the National Highways Authority of India (NHAI) has started with effect from 6th April, 2012.

15. JAYPEE AGRA VIKAS LIMITED (JAVL)

Jaypee Agra Vikas Limited was incorporated as a Special Purpose Vehicle for implementing Project for development of Inner Ring Road at Agra and other infrastructure facilities, under Integrated Urban Rejuvenation Plan on design, build, finance, operate and transfer basis.

During the year under report, the project almost halted as Agra Development Authority has not been able to fulfill its obligation in respect of ''Condition Precedent'' viz handing over of 90% of ROW Land to Company by December 31, 2011. Due to change in State Government policies, there is a rethinking on the project.

SPORTS AND RELATED BUSINESS

16. JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL)

Jaypee Sports International Limited was incorporated on 20th October, 2007. It 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 JSIL successfully hosted the First Indian Grand Prix from 28th to 30th October, 2011. The success of the event was acknowledged by winning of many awards and accolades.

During the year under report, JSIL once again successfully hosted Formula One, Grand Prix from 26th to 28th October, 2012. Besides this, many other events to promote sports of motor bike and cycles were conducted at the Buddh International Circuit (BIC) and major events included: Auto Cross Event (21st to 23rd December, 2012), Gautam Singhania Track Day (10th & 11th January, 2013), General Motors Car Launch (22nd & 23rd January, 2013), Tata Motors Car Launch (27th to 29th January, 2013), Lamborghini Track Days (22nd to 24th February, 2013).

JSIL is trying its best to generate revenue by placing Buddh International Circuit (BIC) as one stop destination for various games, launching promotional activities like motor cars, bikes and other products.

JSIL 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.

17. JAYPEE CEMENT CRICKET (INDIA) LIMITED (JCCIL)

JCCIL was incorporated on 20th October, 2012, as wholly owned subsidiary of Jaypee Sports International Limited {JSIL} to undertake the business of Cricket Sport. It obtained the certificate of Commencement of business on 23rd October, 2012. The first financial year of JCCIL shall close on 31.03.2014.

18. JAYPEE CEMENT HOCKEY (INDIA) LIMITED (JCHIL)

JCHIL was incorporated on 5th November, 2012, as wholly owned subsidiary of Jaypee Sports International Limited (JSIL) to undertake the business of Hockey Sport. It obtained the certificate of Commencement of business on 12th November, 2012. The first financial year of JCHIL shall close on 31.03.2014.

JCHIL entered into the Franchisee Agreement with Hockey India League [HIL] for the Team "Jaypee Punjab Warriors". The team consisted of exceptional players like Jaap Stockmann, Jamie Dwyer, Robert Hammond, Dharamveer Singh, S.V.Sunil and Mark Knowles. HIL was conducted between 14th January- 10th February, 2013 in the five cities namely New Delhi, Jalandhar, Ranchi, Mumbai & Lucknow. Match schedule consisted of 12 preliminary matches and two play-off matches. The performance of the team was well appreciated.

FERTILIZER AND RELATED BUSINESS

19. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)

JFIL was incorporated as a wholly owned subsidiary of Jaiprakash Associates Limited to undertake the business of fertilizers and chemicals. The Company had participated as a strategic investor in the Rehabilitation scheme (Scheme) of fertilizer undertaking of Duncans Industries Limited (DIL) which was approved by the Board of Industrial and Financial Reconstruction (BIFR) in January, 2012.

Pursuant to the scheme, the said fertilizer undertaking stands vested in Kanpur Fertilizers & Cement Ltd (KFCL). in which your Company is making investments through Jaypee Uttar Bharat Vikas Pvt. Ltd. (JUBVPL). JUBVPL is a joint venture company (with equal participation) of your Company and ISG Traders Ltd., an investment arm of DIL.

It is expected that KFCL will start the production of Urea under the brand name "Jaypee Chand Chaap Urea" by the end of May, 2013.

AVIATION BUSINESS

20. HIMALYAPUTRA AVIATION LIMITED (HAL)

HAL was incorporated as a wholly-owned subsidiary of your Company, pursuant to the Shareholders'' approval accorded on July 19, 2011, to undertake the civil aviation business. HAL has obtained initial NOC from Ministry of Aviation to operate Non-Scheduled Air Transport Services.

During the year, HAL has acquired some flying machines for its operations and obtained necessary permits to operate the same. HAL is taking steps to acquire more flying machines and other assets for its business operations.

HEALTHCARE BUSINESS

21. JAYPEE HEALTHCARE LIMITED (JHL)

Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012 as a wholly owned subsidiary of the Jaypee Infratech Limited (JIL). JHCL is developing a state-of-the-art 504 bed multi-speciality hospital in village Shahpur Bangur, Noida, UP, which is expected to be launched in the current financial year. The First financial year of JHL shall close on 31.03.2014

AGRI BUSINESS

22. JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED (JAICO)

JAICO was acquired by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company on 25th March, 2013 to diversify into agri business. Currently JAICO has set up a Soya and Mustard processing plant at Rewa, Madhya Pradesh known as ''Jaypee Oilseeds Processing Complex'' which is unique in its approach and has facilities to handle all types of products and by-products from Soya and Mustard.

JAICO has also launched a dairy project which will source milk from villages along the Yamuna Expressway, that is, across Gautam Budh Nagar, Bulandshahr, Aligarh, Mathura and Agra. Work has begun on a milk-processing plant at Tappal. With the operation of this plant, JAICO plans to have its own brand of dairy products, including packaged milk, flavoured milk, long shelf-life milk, curd, drinkable yogurt, cheese spreads, ghee and butter.

CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011, the Audited Balance Sheets as at March 31, 2013 of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information in aggregate for each subsidiary including subsidiaries of subsidiaries has been disclosed in the consolidated Balance Sheet of the Company.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company and subsidiary companies seeking such information. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company''s Head Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com.

The Directors are of the opinion that the, subsidiaries and Joint Ventures of your Company have promising future.

OUTLOOK

Keeping in view the performance and future prospects of the Company''s business, the expansions and diversifications being undertaken and the business of its subsidiaries, your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

During the period under report, Shri R. K. Singh ceased to be a Whole-time Director of the Company on completion of his tenure of 5 years on October 14, 2012 but continued to be a Director on the Board of the Company, w.e.f. 15th October, 2012. The Board places on record its appreciation for the valuable contribution of Shri R.K. Singh during his tenure as Whole-time Director of the Company and expressed the confidence that the benefit of his experience would continue to be available to the Company as a Director.

Shri Ranvijay Singh was re-appointed as a Whole-time Director of the Company for a further period of 5 years w.e.f. December14, 2012.

Further S/Shri Pankaj Gaur, V.K Chopra, B. Samal, Sunny Gaur, and B.K. Goswami would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

DEPOSITS

Fixed deposits received from the shareholders and the public as on March 31, 2013 stood at Rs. 2355.57 Crores. Deposits of Rs. 21.78 Crores due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2013, most of which were subsequently claimed/renewed.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended March 31, 2013 are annexed and form an integral part of this Report.

NOTES ON ACCOUNTS

The observations of Auditors and Notes on Accounts are self-explanatory.

AUDITORS'' AND AUDITORS'' REPORT

Statutory Auditors:

M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Secretarial Auditors:

As a measure 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. The Secretarial Audit Report for the financial year ended March 31, 2013 forms part of the Annual Report.

The Board has further re-appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2013-14.

Cost Auditors:

For the financial year 2012-13, the Board of Directors of the Company had re-appointed, after recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, (Firm''s Registration No. 2890), as Cost Auditors for auditing the cost accounts in respect of ''Cement Product'' and ''Wind Power''. Their appointment was approved by the Central Government. In terms of The Companies (Cost Audit Report) Rules 2011, as amended, the cost audit report relating to the Cement Products & Wind Power for the financial year ended March 31, 2012, had been duly filed with the Cost Audit Branch of the Ministry of Corporate Affairs. In terms of The Companies (Cost Accounting Records) Rules 2011, as amended, the Compliance Report for the financial year March 31, 2012 as applicable has been duly filed.

For the financial year 2013-14, the Board of Directors of the Company have re-appointed, on the recommendations of the Audit Committee, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts in respect of ''Cement Product'' and ''Wind Power''.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement. Further, the Company is implementing, in a phased manner, recommendations contained in the Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India, details of which are given under the head ''Voluntary Guidelines on Corporate Governance" in the Corporate Governance Report forming part of this Report.

BUSINESS RESPONSIBILITY REPORT

In terms of new Clause 55 of the Listing Agreement, a Business Responsibility Report (BRR), in the prescribed format, is annexed and forms part of this Annual Report describing the initiatives taken by the Company from an environmental, social and governance perspective, towards adoption of responsible business practices. The BRR as well as the Company''s Policy on Sustainable Development are accessible on the Company''s website www.jalindia.com.

EMPLOYEE RELATIONS

Employee 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 at all sites and other offices and achieved commendable progress.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annual accounts for the year ended March 31, 2013:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) 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, 2013 and the profit of the Company for that period;

iii) 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;

iv) that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited, Export- Import Bank of India and Consortium of Banks and valued customers, for their valuable support and co-operation.

Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company.

On behalf of the Board

MANOJ GAUR

Executive Chairman

May 04, 2013


Mar 31, 2012

The Directors of your Company are pleased to present the 15th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

WORKING RESULTS

The working results of the Company for the year under report, (excluding the working results of five undertakings of the Company viz. South Cement Plant, West Cement Plant, Asbestos Sheet Plants, Foundry and Heavy Engineering Works, hived off into wholly owned subsidiary, namely, Jaypee Cement Corporation Limited w.e.f. the Appointed Date, i.e., April 1, 2011), are as under:

(Rs. in Crores)

Financial year ended 31.03.2012 31.03.2011

Gross Revenue 13117.61 13318.71

Profit before Depreciation & Tax 1928.49 2362.32

Less : Depreciation 614.15 607.81

Profit before Tax 1314.34 1754.51

Less : Provision for Tax

- Current Tax 238.35 330.09

- Deferred Tax 49.75 270.73

- Excess Provision for Income

Tax in Earlier Years reversed (0.14) 287.96 (14.09) 586.73

Profit after Tax 1026.38 1167.78

Add :

- Profit brought forward from Previous Year 2868.92 2645.03

Profit available for appropriation 3895.30 3812.81

Less : Transferred to :

- Reserve for Redemption

Premium on FCCBs 268.25 153.54

- Debenture Redemption

Reserve 269.30 507.11

- General Reserve 102.64 117.00

- Dividend paid pertaining to Previous Year - 640.19 0.11 777.76

Add :

- Tax on proposed Final

Dividend Reversed 9.37 -

- Final Dividend Transferred from Trusts (in which Company is sole beneficiary) 7.57 16.94 10.22 10.22

Less: Dividend

- Interim Dividend - 85.06

- Interim Dividend transferred from Trusts - (7.57)

- Proposed Final Dividend 106.32 85.06

- Tax on Proposed Final 17.25 123.57 13.80 176.35

Dividend

Balance carried to Balance Sheet 3148.48 2868.92

Basic Earning Per Share [Face value Rs. 2 per share] before/after

Extraordinary Items 4.83 5.49

Diluted Earnings Per Share [Face value Rs. 2 per Share] before / after

Extraordinary Items 4.64 5.27

DIVIDEND

For the financial year 2011-12, the Board has recommended dividend of Rs. 0.50 per Equity Share of Rs. 2 i.e. 25% which will be paid after your approval at the ensuing Annual General Meeting. The dividend will absorb an amount of Rs. 106.32 Crores, excluding Dividend Distribution Tax of Rs. 17.25 Crores.

HIVING OFF OF CERTAIN UNDERTAKINGS OF THE COMPANY INTO ITS WHOLLY OWNED SUBSIDIARY COMPANY

The Scheme of Arrangement between Jaiprakash Associates Limited (Demerged/ Transferor Company) and its wholly owned subsidiary namely Jaypee Cement Corporation Limited (JCCL) (Resulting/Transferee Company) and their respective Members and Creditors for hive off of five undertakings of the Company (South Cement Plant, West Cement Plant, Asbestos Sheet Plants, Foundry and Heavy Engineering Works) into JCCL w.e.f. the Appointed Date, i.e., April 1, 2011, as approved by the Members and Creditors of both the companies, was sanctioned by the Hon'ble High Court of Judicature at Allahabad on April 9, 2012.

Consequent upon the sanction of the Scheme, the certified copy of the Order dated April 9, 2012 of the Hon'ble High Court was filed by the respective Companies with the Registrar of Companies on April 18, 2012 and the Scheme having thus become effective, all the five undertakings stood hived off from your Company into JCCL w.e.f. April 1, 2011, being the Appointed Date.

Your Directors believe that the hive off would, inter-alia, facilitate unlocking and enhancing shareholders' value.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the year under report, FCCBs-II aggregating Euro 1.451 million were redeemed on April 9, 2011, on exercise of put option by the bondholders. There was no other change in conversion or redemption of FCCBs during the year.

As on March 31, 2012, the outstanding amounts against FCCB-II and FCCB-III were to the tune of Euro 0.255 Million (i.e. 0.155% of the Issue size) & US $ 354.475 Million (i.e. 88.619% of the Issue size) respectively; FCCB-I (Issue size US $ 100 Million) stood fully extinguished on February 17, 2010.

The particulars about conversion, outstanding amount, coupon, date of redemption, listing etc. of FCCBs-II (Issue size – Euro 165 Million.) & FCCBs-III (Issue size – US $ 400 Million.) are detailed in para 26 of the Corporate Governance Report forming part of this Report.

EMPLOYEE STOCK PURCHASE SCHEME

As the Members are aware, "Jaypee Group ESPS, 2009 Trust" was created in 2009 for administering the Stock Purchase Scheme of the Company namely "Jaypee Employee Stock Purchase Scheme, 2009" for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries.

During 2010-11, the said Trust had allocated/ transferred 1,12,63,706 Equity Shares of Rs. 2 each alongwith the Bonus Shares thereon, to 8,032 eligible persons, in tranches, as per details given in the table below (on receipt of the issue price of Rs. 60 per share including premium of Rs. 58 per share), from its total holding of 1,25,00,000 Equity Shares which were issued & allotted by the Company to the Trust on December 14, 2009, in terms of the Scheme.

During 2011-12, the Trust further allocated/ transferred 3,550 Equity Shares alongwith the Bonus Shares thereon, to 4 more eligible persons, thereby leaving a balance of 18,49,117 Equity Shares including Bonus shares with the Trust which would be transferred to the eligible persons in due course.

During financial year 2011-12, none of the shares was transferred/ allocated to Senior Managerial Personnel by the Trust in terms of the Scheme.

It is confirmed that:

(a) there is no employee who has been issued shares in any one year amounting to 5% or more shares issued during that year; and

(b) there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.

CHANGES IN SHARE CAPITAL

During the year under report, there was no change in the Paid-up Equity Share Capital of the Company.

Thus, as on March 31, 2012, the Paid-up Capital of the Company stood at Rs. 4,25,28,66,364 divided into 2,12,64,33,182 Equity Shares of Rs. 2 each.

OPERATIONS

1.0 ENGINEERING DIVISION

1.1 Works completed

1.1.1 During the year, following works have been completed:

(i) Turnkey execution of 1000 MW Karcham Wangtoo Hydroelectric Project in Himachal Pradesh;

(ii) Construction of Sewer System including replacement of old sewer raising main at Parikarma Marg at Varindavan, Distt. Mathura, Uttar Pradesh.

1.1.2 Prequalification’s / Bids Under submission

Your company is preparing Prequalification’s/ Bids to participate in the tenders for the following works :

Prequalification’s for :

i. 600 MW Tawang – I Hydroelectric Project in

Arunachal Pradesh :

1. Lot – 1 : Civil works comprising construction of Barrage, Intake, Desilting Chambers, Silt Flushing Tunnels, Part Head Race Tunnel upto RD 1529m;

2. Lot – 2 : Head Race Tunnel from RD 1529m to RD 13950m; and

3. Lot – 3 : Civil works comprising Surge Shaft, Pressure Shaft, Underground Power House, Tail Race System & Pothead Yard & Part of Head Race Tunnel from RD 13950m to 13987m

ii. Tawang – II Hydroelectric Project in Arunanchal Pradesh :

1. Lot – 1 : Civil works for construction of Diversion Tunnel, Barrage, Intake, Desilting Chambers, Silt Flushing Tunnels, Part Head Race Tunnel upto RD 1944m;

2. Lot – 2 : Civil works for construction of Head Race Tunnel from RD 1944m to RD 15947m; and

3. Lot – 3 : Civil works comprising Surge Shaft, Pressure Shaft, Underground Power House, Tail Race System & Pothead Yard & Part of Head Race Tunnel from RD 15947m to 15989m.

iii. Teesta-IV Hydroelectric Project in Sikkim:

1. Lot – 1 : Construction of all Civil works comprising of Diversion Tunnel, Coffer Dam, Concrete Gravity Dam, Intake Structure and Diversion Tunnel Gates & Hoists, Desilting Chambers, Head Race Tunnels upto RD 1780m; and

2. Lot – 2 : Construction of all Civil works comprising Head Race Tunnels (from RD 1780 onwards), Adit 2, Surge Shafts, Pressure Shafts, Underground Power House, Transformer Hall, Tail Race Tunnels and Pothead Yard etc.

1.1.3 Your Company has also submitted Application for Prequalification for balance work related to Concrete Dam, Diversion works, Intake and 1.35 Km HRT of Vyasi Hydroelectric Project, District Dehradun, Uttarakhand and is expected to be qualified for the Project.

1.1.4 New Contracts

During the year reported, your Company was awarded the following contracts :

(i) Construction of Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydro-mechanical works and Highway Tunnel (Contract Package C-1) of Punatsanchhu – II Hydroelectric Project, Bhutan. The contract value of the work awarded to your Company is Rs. 1,224 Crores.

(ii) Construction of Head Race Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tail Race Tunnel including Hydro-Mechanical works (Contract Package C-3) of Punatsanchhu–II Hydroelectric Project, Bhutan, awarded to JAL at a contract price of Rs. 856 Crores.

(iii) Construction of Diversion Tunnel, Dam, Spillway & Coffer Dams, Intake Structure, Intake Tunnels, Branch HRT, Silt Flushing Tunnels, Vertical Shaft and 2 nos. Desilting Chambers (Contract Package-C-1) of Mangdechhu Hydroelectric Project, Bhutan, awarded to JAL at a contract price of Rs. 597 Crores.

(iv) Construction of Surge Shaft, 2 nos. Pressure shafts, Bifurcation Pressure shafts, cable cum ventilation tunnel, Underground power house & transformer caverns including bus duct, pothead yard , TRT, branch tunnel & outlet portals for TRT (Contract Package- C-3) of Mangdechhu Hydroelectric Project awarded to JAL at a contract price of Rs. 316 crores.

1.2 Works in Progress

Status of works being executed by the Company on different Projects is given below:

Sl. Name of the Project Location of Contract Nature of Value No. under Execution the Project Price (Base Project of work Value) comple ted (Rs. in crores) as on 31.03. 2012 (Rs.in crores)

Works pertaining to :

1. Sardar Sarovar Gujarat 526 Power 465 (Narmada) Project Generation (1200 MW)

2. Baglihar –II HEP Jammu & 504 Power 172 Kashmir (Revised) Generation 1 (450 MW)

3. Turnkey construction Andhra 1,925 Irrigation 821 of Srisailam Left Pradesh Tunnels Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project

4. Yamuna Expressway Uttar 6,000 Expressway 5,778 [earlier known as Pradesh Project Taj Expressway] (NCR) (six lane165 km) connecting Noida & Agra and related activities

5. Zirakpur-Parwanoo Punjab, 656 Highway 650 Highway From Km Haryana & (Revised) Project 39.860 to Km 67.000 Of Himachal NH - 22 on BOT basis Pradesh

6. Ganga Expressway Uttar 30,000 Expressway - (Eight lane & 1,047 Pradesh Project km long) connecting Greater Noida & Ballia and related activities

Works pertaining to :

7. Civil and Structural Jharkhand 101 Cement 95 work, Residential Project Complex, Mechanical fabrication and erection and electrical fabrication, erection and installation for Grinding Plant at Bokaro of Bokaro Jaypee Cement Limited.

8. Widening and Uttar 32 Road and 16 facelifting of Pradesh Bridge works Varindavan Parikarma Marg and construction of Kesi Ghat Bridge on Varindavan Parikarma Marg 9. Construction of Bhutan 1224 Power 28 Diversion Tunnel, Generation Dam, Intake and (990 MW) Desilting Arrangement including Hydro- mechanical works and Highway Tunnel (Contract Package C-1) of Punatsanchhu - II Hydroelectric Project, Bhutan

10. Construction of Head Bhutan 856 Power 11 Race Tunnel (from Generation Surge Shaft end), Surge (990 MW) Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tail Race Tunnel including Hydro- Mechanical works (Contract Package C-3) of Punatsanchhu - II Hydroelectric Project, Bhutan

11. Construction of Bhutan 597 Power Diversion Tunnel, Generation Dam, Spillway & Coffer (720 MW) Dams, Intake Structure, Intake Tunnels, Branch HRT, Silt Flushing Tunnels, Vertical Shaft and 2 nos. Desilting Chambers (Contract Package- C-1) of Mangdechhu Hydrolectric Project.

Works pertaining to :

12. Construction of Surge Bhutan 316 Power Shaft, 2 nos. Pressure Generation shafts, Bifurcation (720 MW) Pressure shafts, cable cum ventilation tunnel, Underground power house & transformer caverns including bus duct, pothead yard ,TRT, branch tunnel & outlet portals for TRT (Contract Package- C-3) of Mangdechhu Hydrolectric Project.

Projects being Executed by Jaiprakash - Gayatri Joint Venture

1. Polavaram Project Andhra 301 Irrigation 164 Right Main Canal Pradesh Canal Package - 4

2. Veligonda Feeder Andhra 343 Irrigation 235 and Teegaleru Pradesh (Revised) Canal Canal Project-2

3. Rajiv Sagar Lift Andhra 282 Lift 144 Irrigation Project Pradesh Irrigation (Dummugudem) Project

4. GNSS Main Andhra 112 Irrigation Canal from km. Pradesh Canal 119.000 to km 141.350 including construction of CM & CD works

Total 43,7751 3,360 MW 8,5791

The progress of work on all the projects is generally satisfactory.

2.0 CEMENT DIVISION

Operations

The production and sale of Cement/ Clinker during the year, as compared to the previous year, are as under:-

2011-12 2010-11* (MT) (MT)

Cement Production (MT) 13,341,389 14,675,679

Clinker Production (MT) 9,808,903 11,529,728

Cement and Clinker Sale (MT) 14,126,107 15,094,616 (including Self-Consumption)

* Figures for the FY 10-11 also include the figures of the hived off undertakings.

As already stated, your Company hived off part of its Cement Business to its wholly owned subsidiary, namely, Jaypee Cement Corporation Limited (JCCL) through a Scheme of Arrangement.

The operative capacity of the group as a whole is 33.30 MTPA and the capacity under implementation is 2.75 MTPA. The above would take the Group's total capacity to 36.05 MTPA by 2013 including JV capacity. On completion, this will make Jaypee Group the 3rd largest Cement producing group in India.

The implementation of the on-going Projects is progressing satisfactorily.

Zone-wise operating Capacity/Capacity under implementation and Captive Power Plant Capacity in the Cement Division of the Company are as under :-

JAL CAPACITY

ZONE CAPACITY CAPACITY TOTAL CAPTIVE OPERATIVE UNDER THERMAL IMPLEMEN- POWER TATION MTPA MTPA MTPA (MW)

CENTRAL ZONE 11.20 1.00 12.20 124

UP ZONE 4.00 1.75 5.75 64

NORTH ZONE 6.20 - 6.20 -

EAST ZONE 2.10 - 2.10 -

TOTAL 23.50* 2.75 26.25 188

*Includes 4.30 MnTPA of two Joint Ventures of the Company with SAIL(JV)

JCCL CAPACITY

ZONE CAPACITY CAPACITY TOTAL CAPTIVE OPERATIVE UNDER THERMAL IMPLEMEN- POWER TATION

MTPA MTPA MTPA (MW)

WEST ZONE 4.80 - 4.80 90

SOUTH ZONE 5.00 - 5.00 35

TOTAL 9.80 - 9.80 125

GRAND TOTAL 33.30 2.75 36.05 313 (JAL INCL JV) & JCCL

During the financial year 2011-12, Productivity Indices of the operating units of JAL (except JCCL & JV) were as under:

Sl. Indices Lime stone Raw meal Clinker Cement Cement No. Crushing Grinding Production Grinding Despa tch inclu ding clinker sale UNIT (MT) (MT) (MT) (MT) (MT)

1 Jaypee Rewa 3,693,842 3,802,246 2,545,300 2,557,000 2,592,864 Plant, Rewa (MP)

2 Jaypee Bela 2,604,064 2,672,060 1,776,326 2,131,460 2,268,137 Plant, Bela (MP)

3 Jaypee - - - 877,347 885,084 Ayodhya Grinding Operations, Tanda (UP)

4 Jaypee Cement - - - 180,672 180,672 Blending Unit, Sadva Khurd (UP)

5 Jaypee Cement - - - 1,076,579 1,075,131 Grinding Unit, Panipat (Haryana)

6 Chunar - - - 2,029,941 2,038,542 Cement Grinding Unit, Chunar (UP)

7 Dalla Cement 2,964,531 3,050,623 2,030,464 391,173 837,480 Factory, Dalla (UP)

8 Jaypee Sidhi 1,661,716 1,736,891 1,160,440 1,098,830 1,192,401 Cement Plant, Baghwar (MP)

9 Jaypee 3,413,651 3,464,828 2,296,373 58,998 55,484 Himachal Cement Plant - Baga_

10 Jaypee - - - 1,700,737 1,711,386 Himachal Cement Plant - Bagheri

11 Jaypee - - - 836,859 834,108 Roorkee Grinding Unit

12 Jaypee - - - 520,331 517,700 Sik andrabad Grinding Unit

TOTAL 14,337,804 14,726,648 9,808,903 13,459,9 -27 14,188,990

* Above figures are inclusive of Trial Run for newly commissioned plants.

2.1 Operational Performance

During the year, the Company has successfully commissioned its Grinding Unit at Baga, Himachal Pradesh (1.50 MTPA). The Company has also commissioned a slag based cement plant of 2.10 MTPA capacity, in joint venture with Steel Authority of India Ltd. at Bokaro, Chattisgarh.

3.0 HOTELS DIVISION

The Hotels Division of the Company has 5 five-star luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and shortly new valley view 45 rooms shall be added to its inventory.

Jaypee Greens Golf & Spa Resort, Greater Noida is a prestigious & Luxury Resort with 170 state-of-the art rooms overlooking the Championship 18 hole Greg Norman Golf Course. India's first world renowned "Six Senses Spa" at the Resort shall soon be operational. Internationally our Sales and representative offices in Tokyo, Japan and UAE are promoting our latest offering Jaypee Greens Golf & Spa Resort in Far East and Middle East markets and also creating awareness about other Jaypee Hotels properties. Jaypee Greens Golf & Spa Resort has emerged as a destination of choice for people who are looking for a product and standards of international quality in Noida and Greater Noida.

The Company has India's first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course. This Golf Course was conferred with the prestigious "BEST TOURISM FRIENDLY GOLF COURSE" award by the MINISTRY OF TOURISM, Govt. of India.

"Atlantis-The Club", an integrated sports complex located at Jaypee Greens offers World Class sporting events & tournament facilities, rooms & conference facilities. "Jaypee DelCourt", Town Centre offers 27 well appointed rooms and 36 service apartments for corporate entrepreneurs, expats, business and leisure stays.

Jaypee Greens Golf & Spa Resort, Atlantis-The Club & Jaypee Del Court hosted the Formula One Management, Drivers of F-1 Race and other renowned celebrities from across the world during the Formula-1 and related events in October, 2011.

On the opening of Yamuna Expressway, we expect a change in the travel pattern of international and domestic tourists, who are moving into and out of Agra from Delhi NCR whereby properties at Greater Noida would surely benefit.

The Company's Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).

It is the endeavour of the Company to tirelessly strive to maintain befitting growth rate in the hotel business and keep the staff and executives of the hotel well motivated and enthusiastic for facing new challenges emerging from the changing tastes of different segments of tourists and travelers and to establish a distinct niche in the hotel industry. The Company is confident to achieve better quotient of customers' satisfaction and to achieve higher growth coupled with optimization of the resource utilization.

Keeping in view the performance and future prospects of the Hospitality Sector, the business of the hotel division is poised for sustained growth and the outlook is bright.

4.0 REAL ESTATE DIVISION

Jaypee Greens, Greater Noida

The Company's prestigious project - Jaypee Greens, Greater Noida spread across 452 acres is the maiden golf-centric residential development. The project integrates Luxury villas and Apartments with an 18-Hole Greg Norman Signature golf course, 9 Hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve Park, a 5 star spa resort, Town Centre, etc. The project has received an overwhelming response from investors.

Japyee Greens Wish Town Noida

Second real estate project – Jaypee Greens Noida - being developed by the Jaypee Group is a bench mark for extraordinary lifestyle experiences. Spread over 1063 acres, it has been designed as a new exciting place to Live-Work-Play. It offers wide range of residential options ranging from independent homes to high-rise apartments and penthouses, along with host of other amenities such as numerous Graham Cooke designed golf facilities, Super specialty medical centers, educational facilities, landscaped parks and lakes, various recreational facilities and entertainment hubs and commercial centers.

During the year the company further consolidated its position in Luxury Apartments – Jaypee Greens Boomerang Residencies and Jaypee Greens Pebble Court. Your company also launched Commercial Space – Jaypee Chambers and Residential Apartments – Jaypee Greens Garden Isles.

Jaypee Greens AMAN

Jaypee Greens third residential project Jaypee Greens AMAN at Sector 151, Noida is located on the Noida-Greater Noida Expressway and offers 2 & 3 BHK apartments spread over 89 acres. This project also comprises Chip & Putt golf course, Gardens, Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums, Primary and Senior Secondary Schools, Creche, Kid's play area, etc.

Last year, Phase II of the project was launched with 2/3 BHK apartments which received a very encouraging response from customers.

Jaypee Greens Sports City

Jaypee Greens Sports City located on the Yamuna Expressway spread over 5000 acres, is the latest project launched by Jaypee Greens and comprises India's first International Motor racing track, International standard cricket stadium, a 15.7 kms long green boulevard and much more. Your company successfully hosted the India's First F1 race in October, 2011 and next F1 race is scheduled for October, 2012. 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 areas for elaborate financial and civic centers, 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.

During the year, Residential Plotted Development "Jaypee Greens – Yamuna Vihar" was successfully launched. Commercial Space – Jaypee Square (Shop-Cum-Office) was a great success too. High Rise Apartments, Jaypee Greens - The Kove - introduced last year continues to do well and received excellent response.

A new product comprising residential plots of Jaypee Greens - Country Homes II - has been recently introduced in the market. The plotted development is set amidst a healthy and pollution-free neighborhood with numerous facilities like a chip & putt Golf course, various themed gardens, children play areas, etc.

Work on all these projects being developed & marketed by your Company is progressing satisfactorily.

DIVERSIFICATION

A. WIND POWER PROJECT

The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat), which was fully commissioned on 31st March, 2008. Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 91.26 Mn units and Rs. 35.57 crores against 78.8 Mn units and Rs. 29.81 crores respectively in the year 2010-11.

B. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

The Company had been awarded rights for mining of coal in Mandla (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been taken to obtain various clearances including Environment Clearance. Coal from this Block shall be available for captive consumption for Cement Division of the Company.

Besides the above, the Company has entered into three separate joint venture agreements (JVAs) with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for development and mining of coal from coal blocks allotted to MPSMCL. All these three Joint Venture Companies (JVCs) have identical shareholding ratio of 51 : 49 between MPSMCL and your company and as such these companies are government companies. The management control of these three JVCs are vested with your company. Under the JVAs, your company shall be the mine developer for all the three JVCs.

The first JVC namely Madhya Pradesh Jaypee Minerals Limited (MPJML) is developing a coal block at Amelia (North) at Singrauli District in the State of Madhya Pradesh. The second JVC namely MP Jaypee Coal Limited (MPJCL) is in the process of developing a coal block at Dongri Tal-II at Singrauli in Madhya Pradesh. Coal from these coal blocks shall be mined for supply to the 2 x 660 MW super-critical thermal power plant at Nigrie, Madhya Pradesh being set- up by Jaiprakash Power Ventures Limited (JPVL). The third JVC i.e. MP Jaypee Coal Fields Limited (MPJCFL) has been incorporated for mining and sale of coal from Mandla (South) coal block in District Chhindwara, Madhya Pradesh.

Project activities relating to mine development have been completed in the case of the first JVC i.e. MPJML. Various statutory approvals and clearances from concerned authorities are in place. Report on compliance of conditions mentioned in Stage -1 Forest Clearance was submitted to MoEF who made some observations and desired preparation of Wild Life Conservation Plan. The matter is actively being pursued for early preparation of the above plan for approval of MoEF. Once final clearances from MoEF and Forest are received, this JVC shall start mining of coal.

The second JVC viz MPJCL is in advance stage of mine development with various clearances from the concerned authorities in place.

The third JVC viz MPJCFL has received various clearances for mine development and remaining clearance are under consideration with the government authorities.

C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating successfully taking daily garbage of the city of Chandigarh as per agreement. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refused Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, is being disposed off commercially and is becoming popular as a good substitute of conventional fuel in the industry located around Chandigarh.

D. DIVERSIFICATION INITIATIVES

Company's other diversification initiatives include setting- up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, Fertilizer business and Aviation project. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries.

SUBSIDIARIES

During the year under report, your Company had following subsidiaries which are engaged in different business activities:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Limited

3. Jaypee Powergrid Limited.

4. Sangam Power Generation Co. Limited

5. Prayagraj Power Generation Co. Limited

6. Jaypee Meghalaya Power Limited

7. Bhilai Jaypee Cement Limited

8. Bokaro Jaypee Cement Limited

9. Gujarat Jaypee Cement & Infrastructure Limited

10. Jaypee Cement Corporation Limited

11. Jaypee Assam Cement Limited (w.e.f.30.08.2011)

12. Jaypee Infratech Limited

13. Jaypee Ganga Infrastructure Corporation Limited.

14. Himalyan Expressway Limited

15. Jaypee Agra Vikas Limited

16. Jaypee Sports International Limited

17. Jaypee Fertilizers & Industries Limited

18. Himalayaputra Aviation Limited (w.e.f. 23.07.2011)

Accordingly, the accounts of 18 subsidiaries have been consolidated with the accounts of your Company.

The status of the aforesaid subsidiaries is as under:

POWER AND RELATED BUSINESS

1. JAIPRAKASH POWER VENTURES LIMITED (JPVL)

OPERATIONS

The Company now has three operative Hydro-Electric Power Plants, namely,

i) 300 MW Jaypee Baspa-II Hydro-Electric Power Plant in Himachal Pradesh;

ii) 400 MW Jaypee Vishnuprayag Hydro-Electric Power Plant in Uttarakhand; and

iii) 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant in Himachal Pradesh.

The Company is also implementing two Thermal Power Projects, namely,

i) 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh.

ii) 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I of 500 MW shall be fully commissioned in FY 2012-13.)

The performance of the Company's operative Plants, their plant availability and the Energy Generation during the year under report were very good. The Plant Availability and Energy Generation of each of the Plants for the Financial Year from 1st April, 2011 to 31st March, 2012 were as under:

Plant Plant Net Saleable Availability Energy Generation (%) (Million Units)

BASPA-II (300 MW) 99.97 1221.83

Vishnuprayag (400 MW) 98.58 1889.20

Karcham Wangtoo 99.70 2248.12 (1000MW)

NATIONAL AWARDS

Baspa-II Hydro Power Plant was conferred with Gold Shield for the year 2009-10 and a Silver Shield for the year 2010- 11, by Ministry of Power, Government of India under the category 'Performance of Hydro Power Stations'.

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily to achieve commissioning of both the units in the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited for Steam Generator and Steam Turbine Generator respectively are being received timely. All major statutory approvals, required at the current stage of the project are in place. Entire requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks.

The Financial Closure of the project has already been achieved. As on 31st March, 2012, an amount of approx. Rs. 3776 crore has already been incurred on the Project.

1250 MW JAYPEE BINA THERMAL POWER PLANT

Jaypee Bina Thermal Power Plant is located at Village Sirchopi, Distt. Sagar, M.P This 1250 MW coal-based Thermal Power Plant is being implemented in two phases comprising Phase I (2x250 = 500 MW) and Phase II (3x250 = 750 MW). First unit of Phase I i.e. 250 MW is expected to be commissioned by July, 2012 and the second unit of 250 MW in further four to six months.

The Company shall supply 70% of the installed capacity for phase-I to Govt. of Madhya Pradesh / MP Power Trading Corporation Ltd. (MPPTCL) in terms of the Power Purchase Agreement executed with them and balance of installed capacity will be sold on merchant power basis. An amount of around Rs. 2700 crores has already been spent upto 31st March, 2012 in this project.

DIVERSIFICATION TO SET-UP CEMENT GRINDING UNITS IN JPVL

With a view to optimally utilize the fly ash that would be generated by the thermal power plants being set up by JPVL at Nigrie and Bina, it has decided to set-up two cement grinding & blending units, as per details given below :

i) 4 MTPA Cement Grinding & Blending Unit at Jaypee Nigrie Thermal Power Project.

ii) 2 MTPA Cement Grinding & Blending Unit at Jaypee Bina Thermal Power Plant.

2. JAYPEE ARUNACHAL POWER LIMITED (JAPL)

Jaypee Arunachal Power Limited (JAPL), a wholly-owned subsidiary of JPVL is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro-Electric Project, investigations, land acquisition and seismic data collection are in progress. JAPL is in the process of obtaining clearance from the Ministry of Environment and Forest.

For 500 MW Hirong Hydro-electric Project, Detailed Project Report has been submitted to Central Electricity Authority and is in advance stage of concurrence.

While an amount of around Rs. 206 crore has been spent on the 2700 MW Lower Siang Hydro-Electric Project till 31st March, 2012, around Rs. 28 crore has been spent on 500 MW Hirong Hydro-Electric Project till 31st March, 2012.

3. JAYPEE POWERGRID LIMITED (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, a Central Government Power Utility Undertaking has set up 213 Km long 400 Kv Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing Baspa-Jhakri Double circuit line.

Transmission system was commissioned on 6th March, 2012 and has been put under commercial operations w.e.f. 1st April, 2012. Pending capitalization, capital expenditure as on 31st March, 2012 was Rs. 976 crore.

4. SANGAM POWER GENERATION COMPANY LIMITED (SPGCL)

SPGCL was acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, for implementation of 1980 MW (3x660 MW) Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land was executed but physical possession was yet to be handed over. In view of order dated 13th April, 2012 of Hon'ble High Court of Judicature at Allahabad, quashing the notification issued by the Government of Uttar Pradesh for acquisition of land, further implications are being examined by the State Government/ Company.

5. PRAYAGRAJ POWER GENERATION COMPANY LIMITED (PPGCL)

PPGCL which was acquired by Jaiprakash Power Ventures Limited from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh.

All Statutory/Regulatory approvals required for the current stage of the project are in place. Financial Closure for entire debt of Rs. 8085 Crore has been achieved. The supplies from BHEL for Boiler, Turbine and Generator are in progress and the works on the project are progressing satisfactorily.

An expenditure of approx. Rs. 2622 Crores has been incurred on the project till 31st March, 2012.

6. JAYPEE MEGHALAYA POWER LIMITED (JMPL)

JMPL was incorporated by Jaiprakash Power Ventures Limited (JPVL) as its wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin on Build, Own, Operate and Transfer(BOOT) basis. JPVL alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.

The works on the project are in initial stages. An amount of around Rs. 5.80 crore has been spent on Kynsi-II Hydro- electric Power Project and Rs.1.35 crore on Unmgot Hydro- Electric Power Project till 31st March, 2012.

CEMENT BUSINESS

7. BHILAI JAYPEE CEMENT LIMITED (BJCL)

The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL, at Satna and grinding plant at Bhilai are functionally capable of producing at more than the respective rated capacities. However, the grinding plant had been perennially facing shortage of slag due to lesser supply from Bhilai Steel Plant (BSP) than committed under the long-term agreement. Resultantly, there had been significant shortfall in production than planned. The production at the clinkerisation plant, being inter-linked with the production at the grinding plant, has also been facing problem due to restricted outflow of clinker and during the year this plant had to be shut down for two months for large accumulation of clinker stock. The matter regarding augmentation of slag supply is under constant persuasion with SAIL.

8. BOKARO JAYPEE CEMENT LIMITED (BOJCL)

On completion of project activities, the Grinding Unit of the Company, a joint venture between JAL & SAIL, at Bokaro, Jharkhand has been timely and successfully commissioned. Despatch of cement has also started from this unit from June 2011. Though a new entrant in the field, with a good brand image, the Company's product has been well accepted in the market as a premium product.

The cost of the Project, initially estimated at Rs. 405 crores plus a contingency of 10% (Rs.40.50 crores) i.e. Rs. 445.50 crores, has escalated to Rs. 495 Crores for various factors, beyond control of the Company.

Funding towards the Project Cost up to Rs. 445.50 crore has been financed in terms of the Shareholders' Agreement (SHA) executed between JAL and SAIL. The project cost beyond Rs. 445.50 crore has been financed by JAL through cash contributions made from time to time.

9. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)

GJCIL, is a Joint Venture between JAL and Gujarat Mineral Development Corporation Limited (GMDC), inter-alia, to implement a 2.4 Million tonnes per annum capacity cement plant in District Kutch, Gujarat.

GJCIL requires approximately 484 hectares of land for setting up the Project. The land identified for the Project comprises 27 hectares of Private land and 457 hectares of Government land.

Major part of Private land (22 hectares) has been purchased by GJCIL. However, pending approval and issue of the new Jantri for fixing the rates for valuation of Government land by the Government of Gujarat, the Government land is yet to be acquired by GJCIL. The matter is under active and close persuasion with the State Government.

Further activities on Project implementation shall commence after acquisition of Government land.

10. JAYPEE CEMENT CORPORATION LIMITED (JCCL)

JCCL, a wholly owned subsidiary of your Company, is setting up an integrated cement plant with 3.0 Mn tpa cement grinding capacity alongwith 26 MW captive power plant at estimated project cost of Rs.1400 Crores at Shahabad Distt., Gulbarga, Karnataka. The project is scheduled to be commissioned by September 30, 2013.

As stated earlier in this Report, the five undertakings of your Company, viz., South Cement Plant, West Cement Plant, Asbestos Sheet Plants, Foundry and Heavy Engineering Works, stood hived off into JCCL w.e.f. April 1, 2011.

With a view to unlock the shareholders' value, JCCL is now looking for a strategic investor and is also considering other options of restructuring its cement business.

11. JAYPEE ASSAM CEMENT LIMITED (JACL)

For the purpose of setting up a 2 Million Ton per annum capacity Cement Plant in the North Cachar Hills Distt of Assam, in Joint Venture with Assam Mineral Development Corporation Ltd. (AMDC), Jaypee Assam Cement Limited has been formed, as a special purpose vehicle, initially as wholly-owned subsidiary of JAL. The same shall be converted as a Joint Venture Company (JVC) with JAL and AMDC as JV partners having a shareholding ratio of 82:18 between themselves, as per the Shareholders' Agreement.

While JAL shall hold the shares for cash consideration, shares shall be allotted to AMDC in consideration of the exclusive mining rights of the mineral block identified for this Company. Under the SHA, the management and control of the JVC is vested in JAL. The indicative estimate of the Project Cost is Rs.1050 Crores with a debt equity ratio of 70 : 30.

Project Status

Pending incorporation of JACL, 750 bighas of land was allotted to JAL in January, 2011 by Dima Hasao Autonomous Council in the vicinity of AMDC land on 30 years' lease. On payment of necessary premium amount, an agreement in this regard has been executed between Dima Hasao Autonomus Council and your Company (JAL). Formal agreement for transfer of this land to JACL shall be executed among JAL, Dima Hasao Autonomous Council and JACL in due course.

Government of India, Ministry of Environment & Forest (MoEF) has, vide its letter F. No. J-11011/420/2011-1A-II(I) dated October 13, 2011, prescribed Terms of Reference for preparation of EIA/EMP Report for the proposed 2 MTPA Cement plant and 35 MW Captive Power Plant. The Company had deployed necessary resources for expeditious collection of data and preparation of EIA/EMP Report for submission to MoEF.

However, due to adverse security situation resulting in loss of precious human life after abduction of one of the senior executives of the Company, all project activities had to be suspended since mid-January 2012.

EXPRESSWAYS AND RELATED BUSINESS

12. JAYPEE INFRATECH LIMITED (JIL)

The construction of Yamuna Expressway, as on 31st March, 2012 was complete as far as the Earth work, Culverts, Vehicular Underpasses and Minor Bridges Interchanges and Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC). Though the Concession Agreement envisaged the completion of the Expressway by April, 2013, but the Project is expected to achieve commercial operations by June, 2012.

JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. in five different locations along the Yamuna Expressway - one in Noida, two in District Gautam Budh Nagar (part of NCR) and one each in District Aligarh & District Agra, Uttar Pradesh. JIL has fully developed its land parcels at Noida and Mirzapur and has sold 109 lac sq. feet area during Financial Year 2011-12 and plans to sell 184 lac sq. feet area during 2012-13.

13. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)

JGICL was incorporated as a wholly-owned subsidiary of Jaiprakash Associates Limited for implementation of the "Ganga Expressway Project" consisting of the prestigious 1047 km long 8-lane Access-Controlled Expressway connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga on Design, Build, Finance and Operate (DBFO) basis together with the development of 12,281 hectares of land parcels at eight different locations in Uttar Pradesh in terms of the Concession Agreement executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008.

Preparatory work for the Project was started. Consequent upon the Order of Hon'ble High Court of Allahabad dated 29.05.2009 quashing the Environment Clearance earlier issued by State Environment Impact Assessment Authority (SEIAA), fresh application for the Environmental Clearance was filed which is still pending. Since there are lot of uncertainties in respect of Environment Clearance, due to various developments like farmers unrest etc, the Government of Uttar Pradesh agreed to return the Bank Guarantee on the condition that Company would revive the Bank Guarantee, when called upon after the project gets Environmental Clearance.

14. HIMALYAN EXPRESSWAY LIMITED (HEL)

HEL, was incorporated as a Special Purpose Vehicle (SPV) for the implementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The construction of Plain Section of 17.4 km (fourteen lane toll plaza) and 10.19 km By-pass section has been completed and the project stands successfully commissioned.

HEL has started collecting the toll w.e.f. 6th April, 2012. The project was formally inaugurated and dedicated to the Nation on 19th April, 2012 in the presence of Dr. C.P.Joshi, Hon'ble Union Minister, Ministry of Road Transport and Highways, Ms.Kumari Selja, Hon'ble Union Minister, Ministry of Culture and Ministry of Housing & Urban Poverty Alleviation, Shri Bhupinder Singh Hooda, Hon'ble Chief Minister of Haryana, Shri SP Singh Badal, Hon'ble Chief Minister of Punjab and official representative of Prof. Prem Kumar Dhumal, Hon'ble Chief Minister of Himachal Pradesh.

15. JAYPEE AGRA VIKAS LIMITED (JAVL)

JAVL was incorporated as a Special Purpose Vehicle for implementing Project for Development of Inner Ring Road at Agra and other infrastructure facilities, under Integrated Urban Rejuvenation Plan on design, build, finance, operate and transfer basis.

During the year under report, there has not been any significant progress on the project due to non fullfilment of the 'Conditions Precedent to the Agreement' viz. handing over of 90% of ROW land to the Company by December 31, 2011, by Agra Development Authority.

SPORTS AND RELATED BUSINESS

16. JAYPEE SPORTS INTERNATIONAL LIMITED (JSIL)

JSIL was incorporated on 20th October, 2007. 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.

The Motor Race Track known as Buddha International Circuit (BIC) was completed well in time and the Company successfully hosted the First Indian Grand Prix from 28th to 30th October, 2011. 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. BIC has successfully conducted various events national and international during November, 2011 to April, 2012. 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, 2012.

The Company has also made significant progress in development of non core area planned for group housing, plots, multi storey flats, commercial area, institutional, road, open space and other social activities.

FERTILIZER AND RELATED BUSINESS

17. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)

JFIL was incorporated as a wholly owned subsidiary of Jaiprakash Associates Limited to undertake the business of fertilizers and chemicals. The Company is participating as a strategic investor in the Rehabilitation Scheme (Scheme) of Fertilizer Undertaking of Duncans Industries Ltd. (DIL) which has been approved by the Board of Industrial & Financial Reconstruction (BIFR) vide its Order dated 16th January, 2012.

Pursuant to the Scheme, the said fertilizer undertaking stands vested in Kanpur Fertilizers & Cement Ltd. in which your Company is making investments through Jaypee Uttar Bharat Vikas Pvt. Ltd. (JUBVPL). JUBVPL is a joint venture company (with equal equity participation) of your Company and ISG Traders Ltd., an investment arm of DIL.

AVIATION BUSINESS

18. HIMALAYAPUTRA AVIATION LIMITED (HAL)

HAL was incorporated as a wholly-owned subsidiary on July 23, 2011 under the Companies Act, 1956, pursuant to the Shareholders' approval accorded on July 19, 2011, to undertake the civil aviation business. It obtained the Certificate for Commencement of Business on July 28, 2011.

The Company has obtained initial NOC from Ministry of Aviation to operate Non-Scheduled Air Transport Services and is taking proactive steps to acquire flying machines, other assets and manpower for its business operations.

CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs vide its General Circular No.2/2011 dated February 8, 2011, the Audited Balance Sheets as at March 31, 2012 of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information in aggregate for each subsidiary including subsidiaries of subsidiaries has been disclosed in the consolidated Balance Sheet of the Company.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company's Head Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia. com.

The Directors are of the opinion that the subsidiaries and Joint Ventures of your Company have bright future.

OUTLOOK

Keeping in view the performance and future prospects of the Company's business, the expansions and diversifications being undertaken and the business of its subsidiaries, your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

During the period under report, Dr. J.N. Gupta, Independent Director, resigned from the Directorship of the Company and consequently ceased to be a Director of the Company w.e.f. February 14, 2012. Further, Shri M.S. Srivastava, Director resigned from the Directorship of the Company w.e.f. May 25, 2012. The Board placed on record its appreciation for the valuable contribution of Dr. J.N. Gupta and Shri M.S. Srivasatava during their tenure as Directors of the Company.

Ms. Homai A. Daruwalla has been appointed as Additional Director of the Company w.e.f. February 14, 2012. Ms. Homai A. Daruwalla is an Independent Director on the Board of the Company. Necessary proposal for her appointment as Director of the Company has been included in the Notice of the Annual General Meeting for your approval.

S/Shri S. K. Jain, Ranvijay Singh, R. N. Bhardwaj, B.K. Taparia and S.C. Bhargava would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

DEPOSITS

Fixed deposits received from the shareholders and the public as on March 31, 2012 stood at Rs. 2061.70 Crores. Deposits of Rs. 9.53 Crores due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2012, most of which were subsequently claimed/renewed.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended March 31, 2012 are annexed and form an integral part of this Report.

NOTES ON ACCOUNTS

The observations of Auditors and Notes on Accounts are self- explanatory.

AUDITORS

Statutory Auditors:

M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Secretarial Auditors:

As a measure of good Corporate Governance practices being followed by the Company, M/s Chandrasekaran Associates, Company Secretaries, were voluntarily re-appointed to conduct the Secretarial Audit for the financial year 2011-12. The Secretarial Audit Report for the financial year ended March 31, 2012 forms part of the Annual Report.

Cost Auditors:

For the financial year 2011-12, the Board of Directors of the

Company had re-appointed, on the recommendation of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, (Firm's Registration No. 2890), as Cost Auditors for auditing the cost accounts in respect of the Cement products pertaining to various units of the Company. Their appointment was approved by the Central Government. In terms of The Companies (Cost Audit Report) Rules, 2011 the cost audit report relating to Cement Plants of the Company, for the financial year ended March 31, 2011, had been filed within the due date, on September 27, 2011 with the Cost Audit Branch of the Ministry of Corporate Affairs.

For the financial year 2012-13, the Board of Directors of the Company have appointed, on the recommendation of the Audit Committee, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts relating to the products 'Cement & Clinker' and 'Wind Power'.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement. Further, the Company is implementing, in a phased manner, recommendations contained in the Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India, details of which are given under the head "Voluntary Guidelines on Corporate Governance" in the Corporate Governance Report forming part of this Report.

EMPLOYEE RELATIONS

Employee 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 at all sites and other offices and achieved commendable progress.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annual accounts for the year ended March 31, 2012 :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) 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 profit of the Company for that period;

iii) 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;

iv) that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited, Export-Import Bank of India and Consortium of Banks and valued customers, for their valuable support and co-operation.

Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company.

On behalf of the Board

MANOJ GAUR

May 30, 2012 Executive Chairman


Mar 31, 2011

The Members,

The Directors of your Company are pleased to present the 14th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.

WORKING RESULTS

The working results of the Company for the year under report are as under: (Rs. in Crores)

Financial year ended 31.03.2011 31.03.2010

Gross Revenue 13831.87 11671.78

Profit before Depreciation & Tax 2362.32 2837.73

Less : Depreciation 607.81 456.06

Profit before Tax 1754.51 2381.67

Less : Provision for Tax

Current Tax 330.09 439.69

Deferred Tax 270.73 233.62

Excess Provision for Income Tax in Earlier Years reversed (14.09) 586.73 - 673.31

Profit after Tax 1167.78 1708.36

Add :

Profit brought forward from Previous Year 2645.03 1879.68

Profit available for appropriation 3812.81 3588.04

Less : Transferred to :

Reserve for Redemption Premium on FCCBs 153.54 117.32

Debenture Redemption Reserve 507.11 383.54

General Reserve 117.00 240.00

Dividend paid pertaining to Previous Year 0.11 777.76 0.01 740.87

Add : Tax on proposed Final Dividend Reversed - 3.96

Final Dividend received by Jaiprakash Enterprises Ltd. (Transferor Company) - 2.40

Final Dividend Transferred from Trusts (in which Company is sole beneficiary) 10.22 10.22 7.05 13.41

Less: Dividend

Interim Dividend 85.06 75.71

Interim Dividend received by Trusts (7.57) (6.82)

Proposed Final Dividend 85.06 114.73

Tax on Dividends 13.80 176.35 31.93 215.55

Balance carried to Balance Sheet 2868.92 2645.03

Basic Earning Per Share [Face value Rs. 2 per share] after Extraordinary Items 5.49 8.08

Diluted Earnings Per Share [Face value Rs. 2 per Share] after Extraordinary Items 5.27 7.68

DIVIDEND

For the financial year 2010-11, your Directors had declared an Interim Dividend of Re.0.40 per Equity Share of Rs.2 i.e. 20%, on January 28, 2011, absorbing an aggregate amount of Rs.85.06 Crores. The Board has recommended a Final Dividend of Re.0.40 per Equity Share of Rs. 2 i.e 20%, which will be paid after your approval at the ensuing Annual General Meeting. The final dividend will absorb an amount of Rs.85.06 Crores, excluding Dividend Distribution Tax of Rs.13.80 Crores.

Thus, the total dividend of 40% for the year would result in an aggregate payout of Rs.170.12 Crores, excluding Dividend Distribution tax of Rs.13.80 Crores.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS)

The particulars about conversion, outstanding amount, coupon, listing etc. of FCCBs-II (Issue size – Euro 165 Mn.) & FCCBs- III (Issue size – US $ 400 Mn.) are detailed in para 26 of the Corporate Governance Report forming part of this Report. While the outstanding amounts as on March 31, 2011 against FCCB-II and FCCB-III were to the tune of Euro 1.706 Mn & US $ 354.475 Mn, FCCB-I (Issue size – US $ 100 Mn.) stood fully extinguished from February 17, 2010. On April 9, 2011, FCCB-II aggregating Euro 1.451 Mn were redeemed on exercise of put option by the Bondholders. Thus, as on date, the outstanding amount of FCCB-II aggregates Euro 0.255 Mn. and that of FCCB-III aggregates US $ 354.475 Mn.

EMPLOYEE STOCK PURCHASE SCHEME

During 2010-11, "Jaypee Group ESPS, 2009 Trust" which was created in 2009 for administering the Stock Purchase Scheme of the Company namely "Jaypee Employee Stock Purchase Scheme, 2009 and for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries, allocated/ transferred 1,12,63,706 Equity Shares of Rs.2 each alongwith the Bonus thereon, to the eligible persons, in tranches, as per details given below, on receipt of the issue price of Rs.60 per share including premium of Rs.58 per share, from its total holding of 1,25,00,000 Equity Shares which were issued & allotted by the Company to the Trust on December 14, 2009, in terms of the Scheme.

The Company had issued Bonus Shares on December 19, 2009, in the ratio of ONE Bonus Equity Share of Rs.2 for every TWO Equity Shares of Rs.2 each held in the Company, as on the Record Date, in terms of the Members approval accorded through Postal Ballot on December 8, 2009. Accordingly, Jaypee Group ESPS, 2009 Trust was allotted 62,50,000 Bonus Shares on its holding of 1,25,00,000 Equity Shares held on the Record Date.

The balance shares lying with the Trust would be transferred to the

The employee-wise details of shares transferred/ allocated to Senior Managerial Personnel by the Trust in terms of the Scheme are Annexed to this Report.

It is confirmed that:

(a) there is no employee who has been issued shares in any one year amounting to 5% or more shares issued during that year; and

(b) there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.

CHANGES IN SHARE CAPITAL

The Paid-up Capital of the Company on April 1, 2010 stood at Rs.4,24,92,69,266 divided into 2,12,46,34,633 Equity Shares of Rs.2 each.

During the year under report, 17,98,549 Equity Shares were issued on August 5, 2010 to the bondholders who opted for conversion of their 2,500 bonds under FCCB-II Scheme.

Thus, as on March 31, 2011, the Paid-up Capital of the Company stood increased to Rs.4,25,28,66,364 divided into 2,12,64,33,182 Equity Shares of Rs.2 each.

OPERATIONS

1.0 ENGINEERING DIVISION

1.1 Works completed

1.1.1 During the year, following works have been completed:

(i) Civil and Structural works of Clinkerisation Unit at Satna and Grinding Unit at Bhilai of Bhilai Jaypee Cement Limited.

(ii) Civil and Hydro-mechanical works of 450MW Baglihar (Stage-I) Hydroelectric Project in Jammu & Kashmir

(iii) Construction of Drains in Parikarma Marg area for the project water drainage for Varindavan Town, Distt. Mathura

1.1.2 Bids Under submission

During the year under report, your Company participated in the Tenders for the following works :

(i) Civil and Hydro-mechanical works on EPC basis of 450 MW Shongtong – Karcham Hydroelectric Project in Himachal Pradesh;

(ii) Construction of DT, Dam, Intake, Desilting arrangement (Contract Package C1) for Punatsangchhu-II Hydroelectric Project, Bhutan;

(iii) Construction of Headrace Tunnel (HRT) from Adit-I and Adit-II (Contract Package C2) for Punatsangchhu-II Hydroelectric Project, Bhutan; and

(iv) Construction of Headrace Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tailrace Tunnel including Hydro-mechanical works (Contract Package C3) for Punatsangchhu-II Hydroelectric Project, Bhutan

While the bid of the Company for 450 MW Shongtong – Karcham HEP is under evaluation by the Client, your Company has been awarded the Works at Sr. (ii) & (iv) above, as detailed hereinbelow.

1.1.3 Your Company has also submitted Application for Prequalifcation 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.

1.1.4 New Works Awarded

Against the bid submitted during the year under report, your Company was awarded in July, 2011, two contracts by Punatsangchhu-II Hydroelectric Project Authority, Bhutan for construction of following pertaining to 990 MW Punatsangchhu II Hydroelectric Project ( A joint implementation of the Hydro Electric Project by the Royal Government of Bhutan and the Government of India) :-

(a) Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydro-mechanical works and Highway Tunnel for a contract value of Rs.1224 Crores; and

(b) Head Race Tunnel from Surge Shaft end, Surge Shaft, Butterfly Valve, Chamber, Pressure Shafts, Power House and Tailrace Tunnel including Hydro-mechanical works for a contract value of Rs.855 Crores.

2.1 Operational Performance

During the year the Company has successfully commissioned its 2nd Unit at Sewagram, Gujarat (1.2MTPA) and 2nd Grinding Facilities at Wanakbori, Gujarat (1.2MTPA).

Cement Production has increased to 14.71 Million Tonnes in 2010-11 from 10.69 Million Tonnes in 2009-10.

Cement Dispatches including Clinker Sale has also increased to 15.22 Million Tonnes in 2010-11 from 10.98 Million Tonnes in 2009-10 and to 16.16 Million Tonnes in 2010-11 from 11.22 Million Tonnes in 2009-10 after taking into account Dispatches from M/s Bhilai Jaypee Cement Limited, a JV of Jaiprakash Associates Limited and Steel Authority of India Limited (SAIL).

2.2 Expansion Plans

The Company is expanding its 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 Limited (SAIL) taking the Group's total capacity to 35.05 MTPA by 2012 which shall further strengthen Jaypee Group's position of being the 3rd largest Cement producing group in India.

The implementation of the on-going Projects is progressing satisfactorily.

3.0 HOTELS DIVISION

The Hotels Division of the Company has 5 five star luxury hotels, finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located to service the needs of discerning business and leisure travellers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms and Jaypee Residency Manor at Mussoorie has 90 rooms and 45 new rooms are being added to its inventory.

Jaypee Greens Golf & Spa Resort, a prestigious presentation by Jaypee Hotels in the luxury segment, offers 170 state of art rooms and world renowned "Six Senses Spa" overlooking the Championship 18 hole Greg Norman Golf Course at Jaypee Greens, Greater Noida, U.P. It has emerged as a preferred choice of upmarket business travellers.

The Company has India's first Greg Norman Signature Golf Course at Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf Course.

In recognition of our hospitality, the Golf Course at Jaypee Greens, Greater Noida has been conferred with the prestigious "BEST TOURISM FRIENDLY GOLF COURSE" award by the MINISTRY OF TOURISM, Govt. of India.

In the close proximity to the Golf Course is Atlantis-The Club, an integrated sports complex that offers World Class sporting events & tournament facilities, rooms & conference facilities and Jaypee DelCourt, offering hospitality with a difference, offers 27 well appointed rooms and 36 service apartments making it a viable destination for corporate entrepreneurs, expats business and leisure stays.

The Company's Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).

It is the endeavour of the Company to tirelessly strive to maintain befitting growth rate in the hotel business and keep the staff and executives of the hotel well motivated and enthusiastic for facing new challenges emerging from the changing tastes of different segments of tourists and travelers and to establish a distinct niche in the hotel industry. The Company is confident to achieve better quotient of customers' satisfaction and to achieve higher growth coupled with optimization of the resource utilization.

The growth of the Tourism Industry has shown positive signs. In view of the country's rapid economic growth the hotel industry is expected to remain buoyant.

4.0 REAL ESTATE DIVISION

Jaypee Greens, Greater Noida

Spread across 452 acres, Jaypee Greens, Greater Noida is the maiden golf centric residential project of your Company. The project integrates Luxury Villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve, a 5 star spa resort, Town Centre etc. During the year under report, Jaypee Greens Greater Noida has bagged several prestigious International awards including the "Best Golf Course- India" at Asia Pacifc Property Awards 2011. A new residential development "The Castille Apartments" have also been introduced which offers uninterrupted views of 18 hole golf course.

Jaypee Greens Wish Town Noida

Second real estate project - Jaypee Greens Noida being developed by Jaypee Group is an epitome of extraordinary living. Spread over 1162 acres, it has been designed as a new and exciting place to live, work and play. It offers wide range of residential options from independent homes to high-rise apartments and penthouses, along with host of other amenities such as numerous Graham Cooke designed golf facilities, Super specialty medical centers, educational facilities, landscaped parks and lakes, various recreational facilities and entertainment centers.

Within the Noida development, new residential communities – Jaypee Greens The Orchards, Jaypee Greens Krescent Homes, Jaypee Greens Pebble Beach Residences, have been introduced which are a combination of low, mid and high rise residential apartments. Kingswood Oriental Villas, one of the most luxurious offering by Jaypee Greens, also won the "Highly recommended Multiple Units Residential Property"

Award at the Asia Pacifc Property Awards 2011.

Jaypee Greens AMAN

Jaypee Greens third residential project Jaypee Greens AMAN at Sector 151 is located on the fast developing Noida- Greater Noida expressway and offers 2 & 3 BHK apartments. Spread over 70 acres, the project also comprises Chip & Putt golf course, Gardens, Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums. Primary and Senior Secondary Schools, Crèche, Kid's play area etc.

At present phase II of the project has been launched. The new phase has 2/3 BHK apartments that offers beautiful views of lush green landscapes, pitch & putt golf course and aesthetically designed streetscapes assuring calm, convenient and complete lifestyle.

Jaypee Greens Sports City

The Jaypee Greens Sports City located on the Yamuna Expressway, spread over 5000 acres, is the latest project launched by Jaypee Greens and comprises of India's first International Motor racing track scheduled to host India's first F1 race in October, 2011, International standard cricket stadium, a 15.7 Kms long green boulevard and much more. The development will be divided into various thematic districts offering commercial, residential and institutional facilities. The Commercial zone will offer well defined areas for elaborate financial and civic centers, along with this 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.

A new residential community of high rise apartments - The Kove has been introduced in the market. The luxurious apartments are set amidst a healthy and pollution free neighborhood with numerous other facilities like a pitch & putt golf course, various themed gardens, children play areas etc.

The work on all these projects being developed & marketed by your Company is progressing satisfactorily.

DIVERSIFICATION

A. WIND POWER PROJECT

The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat), which was fully commissioned on 31st March, 2008. Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 78.8 Mn units and Rs.29.81 crores against 86.7 Mn units and Rs.31.76 crores respectively in the year 2009-10.

B. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

(a) Madhya Pradesh Jaypee Coal Limited (MPJCL) was incorporated on May 14, 2009, 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. MPSMCL holds 51% of the issued equity shares of MPJCL in consideration for the mining rights granted to the Joint Venture Company and your Company holds 49% equity in the Joint Venture Company. The JV Company is thus treated as a Government Company within the meaning of Section 617 of the Companies Act, 1956. The progress of the Project is satisfactory.

(b) Madhya Pradesh Jaypee Coal Fields Limited (MPJCFL) was incorporated on January 4, 2010, 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 (M.P.).

MPSMCL holds 51% of the issued equity capital of MPJCFL in consideration for the mining rights granted to the JVC from Mandla (South) Coal Block and JAL holds 49% of the equity capital in the said company. The JV Company is thus treated as a Government Company within the meaning of Section 617 of the Companies Act, 1956. The Company has received various clearances and necessary steps are being taken to obtain the remaining clearances including Environment Clearance.

(c) Madhya Pradesh Jaypee Minerals Limited (MPJML) is a joint venture of your Company with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for developing a Coal Block at Amelia (North) in Singrauli District in the State of Madhya Pradesh.

This Company is also treated as Government Company within the meaning of Section 617 of the Companies Act, 1956, as MPSMCL holds 51% of the Equity of MPJML which has been allotted to it in consideration for the mining rights granted to the company, and balance 49% is held by your Company.

Project activities relating to Mine Development have been completed. Various statutory approvals/ clearances including permission from the MP Pollution Board to operate under Air Act, 1981 and Water Act, 1984, purchase of 728.75 Ha of tenancy land from Govt. of MP for compensatory afforstation including getting Gazette Notification issued, approval of Eco-restoration Plan from PCCF, Bhopal are in place. The Company is now awaiting final clearance from the Ministry of Environment and Forest to start mining of Coal from Amelia (North) Coal Block.

(d) Your Company had been awarded rights for mining of coal in Mandla (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been taken to obtain various clearances including Environment Clearance.

Coal from this Block shall be available for captive consumption for Cement Division of the Company.

C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating successfully, taking daily garbage of the city of Chandigarh as per agreement. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refused Derived Fuel (RDF). RDF (in fufill form), the final product of the plant, is being disposed off commercially and is becoming popular as a good substitute of conventional fuel in the industry located around Chandigarh.

D. EXPLORATION AND DEVELOPMENT OF OIL AND NATURAL GAS

The seismic exploration activities including surveys are progressing as scheduled, in the largest onshore oil-gas block in the 'South Rewa Basin' in Madhya Pradesh, awarded to your Company under NELP-VI Round. Your Company has 90% interest in the block and the consortium partner Prize Petroleum Company Limited who is the 'Operator' has 10% interests. The 1st phase of exploration is scheduled to be completed in the year 2012. The completion of 1st phase shall prima-facie establish the presence of hydrocarbons for pursuing the next phase.

E. DIVERSIFICATION INITIATIVES

Company's other diversification initiatives include development and mining of Coal, setting-up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex, and Fertilizer business. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries.

SUBSIDIARIES

During the year under report, your Company had following subsidiaries which are engaged in different business activities:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Ltd.

3. Bina Power Supply Co. Ltd.*

4. Jaypee Karcham Hydro Corporation Limited*

5. Jaypee Powergrid Limited.

6. Sangam Power Generation Co. Ltd.

7. Prayagraj Power Generation Co. Ltd.

8. Jaypee Meghalaya Power Limited (w.e.f.26.8.2010)

9. Bhilai Jaypee Cement Limited

10. Bokaro Jaypee Cement Limited

11. Gujarat Jaypee Cement & Infrastructure Limited

12. Jaypee Cement Corporation Limited (w.e.f.22.2.2011)

13. Jaypee Infratech Limited

14. Jaypee Ganga Infrastructure Corporation Limited.

15. Himalyan Expressway Limited

16. Jaypee Agra Vikas Limited

17. Jaypee Sports International Limited

18. Jaypee Fertilizers & Industries Limited**(w.e.f.3.6.2010)

19. Madhya Pradesh Jaypee Minerals Limited***.

*Out of the above, Bina Power Supply Company Limited and Jaypee Karcham Hydro Corporation Limited (Transferor Companies) were amalgamated with Jaiprakash Power Ventures Limited (Transferee Company), w.e.f. the Appointed Date viz. April 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon'ble High Court of Himachal Pradesh vide its Order dated July 25, 2011 which was fled with the Registrar of Companies on July 26, 2011 thereby making the amalgamation effective from the Appointed Date.

**The first Financial Year of Jaypee Fertilizers & Industries Limited will close on August 31, 2011.

***Madhya Pradesh Jaypee Minerals Ltd.(MPJML), which was a subsidiary of your Company, ceased to be as such w.e.f March 3, 2011, consequent upon increase in the shareholding of Madhya Pradesh State Mining Corporation Ltd. to 51% of the capital of MPJML.

In terms of the Shareholders' approval accorded on July 19, 2011, Himalayaputra Aviation Limited was incorporated on July 23, 2011, as a wholly-owned subsidiary of the Company to undertake aviation business.

Accordingly, the accounts of remaining 15 subsidiaries have been consolidated alongwith the accounts of your Company.

The status of the aforesaid subsidiaries is as under:

POWER AND RELATED BUSINESS

1. Jaiprakash Power Ventures Limited (JPVL)

AMALGAMATION

During the year under report, erstwhile Jaypee Karcham Hydro Corporation Limited(JKHCL) and Bina Power Supply

Company Limited (BPSCL) (Transferor Companies) were amalgamated with Jaiprakash Power Ventures Limited (Transferee Company), (all the three were subsidiaries of your Company) w.e.f. the Appointed Date viz. April 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon'ble High Court of Himachal Pradesh vide Order dated July 25, 2011 which was fled with the Registrar of Companies on July 26, 2011 thereby making the amalgamation effective from the said Appointed Date.

Consequent upon the said amalgamation, 1000 MW Karcham Wangtoo Hydro-electric Power Station being implemented by JKHCL and 1250 MW Thermal Power Project (with 500 MW being implemented in Phase-I) at Bina (Madhya Pradesh) being implemented by BPSCL, stood merged with JPVL alongwith all their assets, liabilities, rights, titles, interests, contracts, agreements etc.

OPERATIONS

Post amalgamation, your Company holds 67.93% of equity share capital of JPVL which has three operative Hydro- electric Power Stations, namely,

1. 300 MW Jaypee Baspa-II Hydro-electric Power Station in Himachal Pradesh;

2. 400 MW Jaypee Vishnuprayag Hydro-electric Power Station in Uttarakhand; and

3. 1000 MW Jaypee Karcham Wangtoo Hydro-electric Power Station in Himachal Pradesh. (Out of 1000 MW (4 x 250 MW) capacity of Jaypee Karcham Wangtoo Hydro Electric Project, first unit of 250 MW was commissioned on 26th May, 2011, second unit of 250 MW was commissioned on 23rd June, 2011 and third and fourth units of 250 MW each are expected to be commissioned during the quarter ending 30th September, 2011).

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The work on 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is progressing satisfactorily and all major statutory approvals, required at the current stage of the project, have been obtained. Total requirement of 5 Million MTPA coal for the project will be met through Amelia (North) and Dongri Tal-II Coal Blocks. Unit-I of the project is scheduled for commissioning in April, 2013 and Unit-II is likely to be commissioned in October, 2013.

1250 MW JAYPEE BINA THERMAL POWER PLANT

1250 MW coal based Jaypee Bina Thermal Power Plant at

Bina, Distt. Sagar (MP) is being implemented in two phases and the first phase of 500 MW (2 x 250 MW) is under implementation and is expected to be commissioned by November, 2011.

VERIFIED EMMISSION REDUCTIONS (VERs)

JVPL sold 3,50,000 VERs in respect of Jaypee Baspa-II Hydro-electric Plant during the year for Rs.8.19 crores. As for Jaypee Vishnuprayag Hydro-electric Plant, sale consideration in respect of 14,60,564 VERs aggregating Rs.30.02 crores was received during the year under report. Further, 1000 MW Jaypee Karcham Hydro-electric Plant in the State of Himachal Pradesh and 1320 MW Jaypee Nigrie Super Thermal Power Project in the State of Madhya Pradesh shall be eligible for CERs under Clean Development Mechanism (CDM).

2. Jaypee Arunachal Power Limited (JAPL)

PROGRESS ON THE PROJECT

JAPL is taking necessary steps to implement 2700 MW Lower Siang Hydro-Electric Project and 500 MW Hirong Hydro- electric Project in the State of Arunachal Pradesh.

For 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for Detailed Project Report and Defence clearance have already been obtained. The Company is in the process of obtaining necessary clearance from Ministry of Environment and Forest.

For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence Clearance. The company is in the process of obtaining CEA concurrence for Detailed Project Report and necessary clearance from Ministry of Environment and Forest.

3. Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, a Central Government Power Utility Undertaking, is setting up 213 Km long 400 Kv Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing Baspa-Jhakri double circuit line.

LILO line is being used for evacuation of power generated from 1000 MW Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at Abdullapur and Line Reactors at power station switchyard have also been commissioned by JPL, the entire transmission line is expected to be completed by end of September, 2011 leading to complete commissioning of the Project.

4. Sangam Power Generation Co. Ltd. (SPGCL)

SPGCL was incorporated by Uttar Pradesh Power Corporation Limited (UPPCL) for implementation of 3x660 MW Thermal Power Project in Tehsil Karchana of district Allahabad, Uttar Pradesh. It was decided to put up three generation units of 660 MW each with a total capacity of 1980 MW in the first phase itself. SPGCL became subsidiary of JPVL w.e.f. 23rd July 2009.

The survey works for the Row of water pipeline stands completed and necessary permission for laying pipelines has been requested to UPPCL.

5. Prayagraj Power Generation Co. Ltd. (PPGCL)

PPGCL was incorporated by Uttar Pradesh Power Corporation Limited for implementation of 3*660 MW Thermal Power Project (with permission to construct two additional generation units of 660MW each) in Tehsil Bara of District Allahabad, Uttar Pradesh. PPGCL became subsidiary of JPVL w.e.f. 23rd July 2009.

The construction of temporary base camp and Boundary Wall is nearing completion. Major Plant, Equipment and Machinery required for execution of civil work had reached the Project

Site. Boiler Foundation for Unit-I is completed and for Unit- II & III is in progress. Concrete work in TG building, bunker bay and coal mill is in progress. Excavation work for water reservoir, water channel, chimney etc. and road work is in progress.

Phase-I (1980 MW) of the Project is planned for commissioning by 2014 and the Phase- II (1320MW) would be commissioned by 2016.

6. Jaypee Meghalaya Power Limited (JMPL)

JMPL is implementing 270 MW Umngot HE Project in the Umngot river in the State of Meghalaya and 450 MW Kynshi- II Hydro-electric Power Project in the Kynshi River Basin of Meghalaya on BOOT (Build, Own,Operate and Transfer) basis.

Jaiprakash Power Ventures Limited (JPVL), its holding company, had entered into Memorandum of Understandings with Government of Meghalaya for development and commissioning of Projects. In terms of the Memorandum of Understandings, the Projects are to be implemented through a Special Purpose Vehicle and accordingly JMPL was got incorporated by JPVL as its wholly owned subsidiary for this purpose.

CEMENT BUSINESS

7. Bhilai Jaypee Cement Limited (BJCL)

As informed in the last report to the shareholders, the Clinkerisation Unit of the split-located project of BJCL at Babupur, Satna was successfully commissioned in December 2009.

After completion of the project activities of the Grinding Unit at Bhilai, on schedule, despatch of cement from this Unit has started from June 2010.

8. Bokaro Jaypee Cement Limited (BOJCL)

Implementation of the 2.1 million tonnes per annum capacity Cement Plant at Bokaro in the State of Jharkhand has reached the final stages. After successful trial runs, the first cement mill has been commissioned..

9. Gujarat Jaypee Cement & Infrastructure Limited (GJCIL)

GJCIL was incorporated as a Joint Venture between Jaiprakash Associates Limited (JAL) and Gujarat Mineral Development Corporation Limited (GMDC), inter-alia, to implement a 2.4 Million tones per annum capacity cement plant in District Kutch, Gujarat.

Approximately 484 hectares of land is required for setting up the cement plant. Pending approval and issue of the new Jantri for fixing the rates for valuation of Government land by the Government of Gujarat, the Government land is yet to be acquired by the Company. The matter is under active and close persuation with the State Government.

Environment Impact Assessment on the identified land has, in the meanwhile, been made and clearance from State Wild Life Protection & Forest Deptt has also been received for the proposed cement plant. Further progress on this issue depends upon expeditious acquisition of Government land.

10. Jaypee Cement Corporation Limited (JCCL)

In terms of the approval of the Shareholders accorded through Postal Ballots on February 19, 2011, the Company had acquired 100% stake in the equity capital of Jaypee Cement Corporation Limited (earlier known as Zawar Cement Private Limited), thereby making it a wholly owned subsidiary. The assets of the said company include area of 519.933 Hectares of freehold land (191.593 Ha together with buildings and structures thereon and the mining freehold land 328.34 Ha) at Bankur Village of Chittapur Taluka, Distt. Gulbarga, Karnataka. It is proposed to set up an integrated cement plant with a 3.0 Mn tpa cement grinding capacity alongwith 26 MW captive power plant at estimated project cost of Rs.1400 Crores at Shahabad Distt., Gulbarga, Karnataka, which is proposed to be funded by Term Loans of Rs.910 Crores and Equity Share Capital of Rs.490 Crores. The project is scheduled to be commissioned by September 30, 2013. Orders for procurement of main Plant & Machinery have been placed. Financial closure is also likely to be achieved by September, 2011.

EXPRESSWAYS AND RELATED BUSINESS

11. Jaypee Infratech Limited (JIL)

The construction of Yamuna Expressway is progressing at a fast pace. While the Earth work, Culverts, Vehicular Underpasses and Minor Bridges are nearing completion, the Interchanges have been completed to the extent of 85%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) has also been completed to the extent of 80%. Though the Concession Agreement envisages the completion of the Expressway by April, 2013, the Project is expected to achieve commercial operations by March, 2012.

JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway - one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. JIL is presently developing an aggregate of 3.49 million Square meters saleable area at Noida land parcel.

12. Jaypee Ganga Infrastructure Corporation Limited (JGICL)

JGICL was incorporated on March 18, 2008 as a wholly owned subsidiary of your Company for implementation of the "Ganga Expressway Project" consisting of the prestigious 1047 km long 8-lane Access-Controlled Expressway connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga together with the development of 12,281 hectares of land parcels at eight different locations in Uttar Pradesh. The Ganga Expressway Project was awarded on Design, Build, Finance and Operate (DBFO) basis. After obtaining necessary approvals, the Concession Agreement was executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008. The Project of the Company is still in the development stage. Preparatory work for the Project was started and necessary steps were being taken to obtain requisite approvals including Environment Clearance, when the Hon'ble High Court of Allahabad vide its Order dated 29.05.2009, quashed the environment clearance earlier issued by State Environment Impact Assessment Authority (SEIAA) on 23.08.2007. In compliance to SEIAA direction dated 18th January, 2011, the EIA application was submitted to MOEF on 16th April, 2011. The process of acquisition of land for construction of the Expressway and development of Land Parcels will be initiated after the environment clearance is obtained.

13. Himalyan Expressway Limited (HEL)

HEL was incorporated as a Special Purpose Vehicle (SPV) for implementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The Project consists of 17.39 Km of widening of existing two – lane carriageway to four – lane and 10.14 Km of new four - lane bypass. The work of the existing carriageway has been completed except some finishing work e.g. installation of signage's, lighting, wearing coat on service road, road marking and load test on structures etc, whereas the work on Bypass is progressing fast and is expected to be completed by December 2011.

14. Jaypee Agra Vikas Ltd. (JAVL)

JAVL is implementing Project for Development of Inner Ring Road at Agra under Integrated Urban Rejuvenation Plan on design, build, finance, operate and transfer (DBFOT) basis and other infrastructure facilities, which include:

(a) 20.5 km starting NH-2 near Kuberpur Village and ending at NH-3 near village Rohta as a 6 lane road extendable to 8 lanes

(b) Upgradation of section of Fatehabad Road starting from junction point of the above road with Fatehabad road near Budhera Village upto Taj Mahal parking area including:

- Construction of 4 lane elevated road plus 2 lane service roads on either side at grade for 2.5 km length

- Upgradation of existing Fatehabad road of 3 km length at grade to 4 lane facility along with 2 lane service road on either side to provide improved access to Taj Mahal.

In terms of the bid, the Project was to be implemented through a Special Purpose Vehicle. As such JAVL was incorporated by JAL as its wholly owned subsidiary. Concession Agreement has been signed between Agra Development Authority and JAVL and JAVL.

SPORTS AND RELATED BUSINESS

15. Jaypee Sports International Limited (JPSIL)

JPSIL has been 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. The motor race track is nearing completion to host the First Indian Grand Prix scheduled to be held in end of October, 2011. The development of basic infrastructure for making of Cricket Stadium has already commenced and this would attain faster pace after October, 2011. The non-core activities planned are group housing, plots, multistory fats, commercial area, institutional, roads, open space and other social activities. The works on the Project are progressing satisfactorily.

FERTILIZERS AND RELATED BUSINESS

16. Jaypee Fertilizers & Industries Limited (JFIL)

In terms of the approval of the Company's shareholders accorded on August 31, 2010 for investment in Fertilizer business, JFIL was incorporated as wholly owned subsidiary. JFIL has proposed to participate as a strategic investor in the Revival Scheme of a Fertilizer Plant which is presently under consideration before the Board of Industrial & Financial Reconstruction (BIFR). The hearing before BIFR is in advance stages and the decision is expected shortly.

CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the general exemption granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs vide its General Circular No.2/2011 dated February 8, 2011, the Audited Balance Sheets as at March 31, 2011 of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information in aggregate for each subsidiary including subsidiaries of subsidiaries has been disclosed in the consolidated Balance Sheet of the Company.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of

the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company's Head office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com.

The Directors are of the opinion that the subsidiaries and Joint Ventures of your Company have bright future.

OUTLOOK

Keeping in view the performance and future prospects of the Company's business, the expansions and diversifications being undertaken and the business of its subsidiaries, your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

During the period under report, Shri Jaiprakash Gaur resigned from the Board w.e.f. October 31, 2010, which was reluctantly accepted by the Board in its meeting held on October 31, 2010.

The Board placed on record its deepest appreciation for Shri Jaiprakash Gaur, the Founder of the Jaypee Group & a visionary leader with humility and accomplishments, for his immense contribution in developing the Company and taking it to glorious height of all round excellence with potential for quantum leaps in future.

On the request of the members of the Board, Shri Jaiprakash Gaur acceded to be a Permanent Invitee in the future meetings of the Board in his capacity as Founder Chairman of Jaypee Group.

Further, Shri K P Rau, a nominee of IDBI Bank Limited ceased to be on the Board of the Company w.e.f. November 1, 2010 consequent upon the withdrawal of nomination by his nominating institution.

The Board places on record its appreciation for the valuable contributions of Shri Rau during his tenure on the Board.

During the period under report, Shri Rahul Kumar, CFO was co- opted as a Director w.e.f. October 31, 2010 in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur. Shri Rahul Kumar was, further, appointed as a Whole-time Director & CFO of the Company for a period of five years w.e.f. October 31, 2010. Since Shri Rahul Kumar holds office of Director till the ensuing Annual General Meeting and proposal for his appointment as Director has been received from a shareholder, the same has also been included in the Notice of the Annual General Meeting for your approval.

Shri Viney Kumar was appointed as Nominee of IDBI Bank Limited w.e.f. November 1, 2010 in place of Shri K P Rau.

Shri Manoj Gaur, Executive Chairman & CEO was re-appointed as such for a further period of five years w.e.f. April 1, 2011, with substantial powers of management.

S/Shri Sunny Gaur, B K Goswami, S C Gupta, R K Singh and S D Nailwal, Directors would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General meeting for your approval.

DEPOSITS

Fixed deposits received from the shareholders and the public as on March 31, 2011 stood at Rs.1761,92,85,000. Deposits of Rs.7,76,70,000 due for repayment on maturity remained unclaimed by the Depositors as on March 31, 2011, most of which were subsequently claimed/renewed.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended March 31, 2011 are annexed and form an integral part of this Report.

NOTES ON ACCOUNTS

The observations of Auditors and Notes on Accounts are self- explanatory.

AUDITORS

Statutory Auditors:

M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

Secretarial Auditors :

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 2010-11 and their report forms part of the Annual Report.

Cost Auditors:

For the financial year 2010-11, the Board of Directors of the Company had appointed, after recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, as Cost Auditors for auditing the cost accounts in respect of the Cement products pertaining to various units of the Company. In terms of The Companies (Cost Audit Report) Rules, the cost audit report relating to thirteen Cement Plants of the Company, for the financial year ended March 31, 2010, had been fled with the Central Government.

For the financial year 2011-12, the Board of Directors of the Company have re-appointed, on the recommendations of the Audit Committee, M/s. J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost accounts relating to the Cement/ Cement products manufactured by the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement. Further, the Company is implementing, in a phased manner, recommendations contained in the Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India, details of which are given under the head 'Voluntary Guidelines on Corporate Governance" in the Corporate Governance Report forming part of this Report.

EMPLOYEE RELATIONS

Employee 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 at all sites and other offices and achieved commendable progress.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annual accounts for the year ended March 31, 2011 :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) 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, 2011 and the Profit of the Company for that period;

iii) 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;

iv) that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited, Export-Import Bank of India and Consortium of Banks and valued customers, for their valuable support and co- operation.

Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company. On behalf of the Board

MANOJ GAUR

August 12, 2011 Executive Chairman


Mar 31, 2010

The Directors of your Company are pleased to present the 13th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

WORKING RESULTS

The working results of the Company for the year under report are as under:

(Rs. in Crores)

Financial year ended 31.03.2010 31.03.2009

Gross Revenue 11671.78 6147.99

Profit before Depreciation & Tax 2837.73 1559.95

Less : Depreciation 456.06 308.97

Profit before Tax 2381.67 1250.98

Less : Provision for Tax

- Current Tax 439.69 256.96

- Deferred Tax 233.62 89.44

- Fringe Benefit Tax - 673.31 7.57 353.97 Profit after Tax 1708.36 897.01 Add : - Profit brought forward 1879.68 1512.93

- Loss transferred from

Transferor Companies - 70.71

- DRR no longer required 100.00 1979.68 55.00 1638.64 Profit available for appropriation 3688.04 2535.65 Less : Transferred to :

- Reserve for Redemption Premium on FCCBs 117.32 165.12

- Debenture Redemption Reserve 483.54 278.90

- General Reserve 240.00 90.00

- Dividend paid pertaining to Previous Year (including Dividend Tax) 0.01 840.87 0.09 534.11

Add :

- Tax on proposed Final Dividend Reversed 3.69 7.96

- Final Dividend received from

Jaypee Hotels Ltd.(Transferor Company) - 7.22

- Final Dividend received by Jaiprakash

Enterprises Ltd. (Transferor Company) 2.40 3.21

- Final Dividend Transferred from Trusts 7.05 13.41 - 18.39 Dividend :

Less :

- Interim Dividend 75.71 71.02

- Interim Dividend received by Trusts (6.82) -

- Interim Dividend received by Jaiprakash

Enterprises Ltd. (Transferor Company) - (2.41)

- Proposed Final Dividend 114.73 56.07

- Tax on Dividends 31.93 215.55 15.57 140.25 Balance carried to Balance Sheet 2645.03 1879.68

Basic Earning Per Share (Post Bonus) 9.09 4.31 [Face value Rs. 2 per share]

Diluted Earnings Per Share (Post Bonus) 8.63 4.01

[Face value Rs. 2 per share]

The results of the current year reflect a robust growth over that of previous year as under: -

Sl. Results Unit Year ended Year ended Increase No. 31.03.2010 31.03.2009

1 Profit before tax Rs. Crore 2381.67 1250.98 90.38%

2 Profit after tax Rs. Crore 1708.36 897.01 90.45%

3 Earning per share (Face Value Rs.2) (as adjusted for the capital increased during the year) Rs. 9.09 4.31 110.90%

DIVIDEND

For the financial year 2009-10, your Directors had declared one interim Dividend of Re.0.54 per equity share of Rs.2 each (27%) on October 21, 2009, absorbing an aggregate amount of Rs.75.71 Crores (excluding Dividend Tax of Rs.12.87 Crores). The Board has recommended a final dividend (proposed) of Re.0.54 per equity share of Rs.2 each, i.e., 27% which will be paid after your approval at the ensuing Annual General Meeting. The final dividend will absorb an amount of Rs.114.73 Crores (excluding dividend tax of Rs.19.06 Crores).

Thus, the total dividend of 54% for the year would result in aggregate payout of Rs.190.44 Crores (excluding Dividend Tax of Rs.31.93 Crores).

CONVERSION OF WARRANTS INTO EQUITY SHARES

In accordance with the approval of Shareholders, the Company had issued 5,00,00,000 (five crore) Warrants on preferential basis to a Promoter Group Company, entitling the holder to apply for allotment of one Equity share of Rs.2 each at a premium of Rs.395 on full payment, per Warrant, in one or more tranches. Out of the 5,00,00,000 (five crore) Warrants, 1,00,00,000 (one crore) Warrants were converted into 1,00,00,000 (one crore) Equity Shares of Rs.2 each at a premium of Rs.395 per share on October 10, 2008. Against the balance 4,00,00,000 (four crore) Warrants the Company had received an advance of Rs.158.80 crores. The promoters had the option to get the outstanding Warrants converted into equity shares by paying the balance amount by July 21, 2009, which was not received by the Company by the said date and the Warrant got lapsed resulting in forfeiture of the aforesaid advance of Rs.158.80 Crores.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the year under report, 99.95% of the FCCBs-1 (Issue size - USD 100 million) having aggregate face value of USD 99.95 million, have been converted and the Company has remitted an aggregate amount of USD 66,042.95 representing maturity amount & the interest payable on the balance 0.05% outstanding Bonds on the maturity date viz. February 17, 2010. With the aforesaid redemption, FCCBs-1 stands fully extinguished from February 17, 2010.

The particulars about conversion, outstanding amount, coupon, listing etc. of FCCBs-II (Issue size – Euro 165 million) & FCCBs-III (Issue size - USD 400 million) are detailed in para 26 of the Corporate Governance Report forming part of this Report.

EMPLOYEE STOCK PURCHASE SCHEME

During the year, 1,25,00,000 (One Crore Twenty Five Lacs) Equity Shares of Rs.2 each of the Company were allotted to “Jaypee Group ESPS, 2009 Trust”, on December 14, 2009 on receipt of the issue price of Rs.60 per share, including premium of Rs.58 per share, for ultimate transfer to the eligible employees (including Directors) of the Company and its subsidiaries in terms of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 under the Employee Stock Purchase Scheme of the Company namely “Jaypee Employee Stock Purchase Scheme, 2009” (the Scheme).

As the allocation of shares to the eligible employees by the Trust is under process, the employee-wise details of shares issued to Senior Managerial Personnel will be available in due course. It is, however, confirmed that :

(a) there is no employee who shall be entitled to shares in any one year amounting to 5% or more shares issued during that year; and

(b) there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.

The computation of Basic and Diluted “Earnings Per Share” on account of new capital issued during the year, including the shares issued under the ESPS, is given under Note 35 to the Notes on Accounts in Schedule T. Consequent upon issuance of shares under ESPS (including Bonus thereon), the Earning Per Share (EPS) stood diluted by Re.0.02. The statutory auditors have certified due compliance of the guidelines on the subject.

BONUS ISSUE

During the year, the Company issued 707,280,317 Bonus Shares on December 19, 2009, in the ratio of ONE Bonus Equity Share of Rs.2 for every TWO Equity Shares of Rs.2 each held in the Company, as on the Record Date i.e. December 18, 2009, in terms of the Shareholders approval accorded through Postal Ballot on December 8, 2009.

CHANGES IN SHARE CAPITAL

The paid-up capital of the Company on April 1, 2009 stood at Rs.236,76,01,158, divided into 118,38,00,579 Equity Shares of Rs.2 each.

During the year under report, further shares were issued as under :- - 21,80,10,985 Equity Shares on June 14, 2009 (to the shareholders of the Transferor companies in terms of the Scheme of Amalgamation sanctioned by Hon’ble High Court of Judicature at Allahabad on May 15, 2009)

- 30,28,364 Equity Shares on August 03, 2009, October 14, 2009 & January 28, 2010 (to the holders of FCCBs)

- 1,25,00,000 Equity Shares on December 14, 2009 (to “Jaypee Group ESPS, 2009 Trust”) and

- 70,72,80,317 Equity Shares on December 19, 2009 (to the shareholders as Bonus Shares).

Thus, as on March 31, 2010, the paid-up capital of the Company stood increased to Rs.4,24,92,40,490, divided into 2,12,46,20,245 Equity Shares of Rs.2 each.

OPERATIONS

1.0 ENGINEERING DIVISION

1.1 New Contracts

1.1.1 During the year under report, your Company was awarded the following contracts :

(i) Construction of Sewer System including replacement of old sewer raising main at Parikarma Marg at Varindavan, Distt. Mathura the contract value of the work awarded to your Company is Rs.9.64 crore;

(ii) Construction of Drains in Parikarma Marg area for the project water drainage for Varindavan Town, Distt. Mathura, awarded to JAL at a contract price of Rs.9.34 crore;

Besides the aforesaid contracts, the Company was awarded the contract for development of section of Agra Inner Ring Road, with a length of about 20.5 kilometer which was required to be implemented through a Special Purpose Vehicle (SPV). Accordingly, Jaypee Agra Vikas Limited (JAVL) was incorporated for the purpose and the project is being implemented by JAVL.

1.1.2 Your Company on its own has been prequalified to participate in the tenders for the following projects :

(i) Eastern Peripheral Expressway in the States of Haryana and Uttar Pradesh on BOT (Toll) basis;

(ii) 8-lane access controlled expressway on the right Bank of Upper Ganga Canal in Uttar Pradesh on DBFOT basis; and

(iii) Civil & Hydro-mechanical works including Penstock liners of Vishnugad Pipalkoti Hydro Electric Project (4 x 111 MW) in the State of Uttarakhand on EPC contract basis;

(iv)Setting up of an Industrial Project in Kannuar, Kerala.

1.1.3 Your Company has also submitted Application for Prequalification for Head Race Tunnel and Power House Complex (Dibang Lot:4) of 3000MW Dibang Multipurpose Project in Arunachal Pradesh and is expected to be qualified soon.

2.1 Operational Performance

During the year the Company has successfully commissioned its Clinkerisation Plant at Baga and Grinding Facilities at Bagheri, Roorkee and Wanakbori. In addition the Company has successfully commissioned Captive Power Plants at Chunar and Sewagram.

Cement Production has increased to 10.69 Million Tonnes in 2009-10 from 7.63 Million Tonnes in 2008-09.

Cement dispatch including Clinker Sale has also increased to 10.98 Million Tonnes (and to 11.22 Million Tonnes after taking into account Despatches from M/s Bhilai Jaypee Cement Limited, a subsidiary of Jaiprakash Associates Limited) in 2009-10 from 7.64 Million Tonnes in 2008-09.

2.2 Expansion Plans

The Company is expanding its Cement Production Capacity to 29.25 MTPA. An additional capacity of 4.3 MTPA is being added through Joint Ventures with SAIL (Steel Authority of India Limited) taking the Groups total capacity to 33.55 MTPA by 2011 which will make Jaypee Group the 3rd largest Cement producing group in India.

The implementation of the on-going Projects is progressing satisfactorily.

3.0 HOTELS DIVISION

Presently the Hotels Division of the Company has four 5 Star luxury properties, strategically located to service the needs of discerning business and leisure travelers. In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hotel and Convention Centre is located at Agra with an inventory of 341 rooms. Jaypee Residency Manor at Barlowganj, Mussoorie in Uttarakhand has 90 rooms and soon the hotel shall add 45 rooms more to its inventory.

Jaypee Palace Hotel and Convention Centre, Agra has been awarded under the category "Best Convention Centre Hotel" by Ministry of Tourism, Govt. of India.

The Jaypee Group has integrated the traditional Indian hospitality with modern systems and processes to create a contemporary and competitive Indian hospitality brand. All the four properties are HACCP and ISO certified (Jaypee Palace Hotel, Agra - ISO 9001:2008; Jaypee Siddharth, New Delhi Quality Management System - ISO 9001:2008 and Environment Management System - ISO 14001:2004; Jaypee Vasant Continental, New Delhi Quality Management System - ISO 9001:2008 & Environment Management System - 14001:2004; Jaypee Residency Manor, Mussoorie ISO 22000: 2005 (FSMS) Food Safety Management System.

Jaypee Greens Golf & Spa Resort, Greater Noida is scheduled to open in July 2010 by revealing the best in 5 star luxury. Jaypee Greens Golf and Spa Resort is set amidst 60 acres of pristine land along with the international championship 18 hole Greg Norman Golf Course and world renowned "Six Senses Spa" with 169 rooms.

The Hotel Division faced the after effects of 26/11 incident in Mumbai and continued economic downturn during the year 2009-10. The situation got compounded with global slowdown resulting in reduced business and leisure travel both within and into India. Despite these tough situations and competitive market conditions the Hotel division managed to increase the overall occupancy percentage by 2%. To offset the revenues decrease in room segment, the division managed to increase the revenue from its Food & Beverage operations by 5%. The performance of the Hotel Division is expected to be much better in view of the improvement in the business of the Hotel Industry.

4.0 REAL ESTATE DIVISION

Jaypee Greens Greater Noida

Spread across 452 acres, Jaypee Greens at Greater Noida is the maiden golf centric residential project of your Company. The project integrates Luxury Villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 hole Chip & Putt golf course, landscaped parks and lakes along with an Integrated Sports Club, 60 acre Nature Reserve, an upcoming Resort & Spa hotel, Town Centre etc. During the year under report, Jaypee Greens Greater Noida has bagged several prestigious International awards including the ‘Best Golf Development’, ‘Best Apartment’ for Sea Court and ‘Best Development’ for The Estate Homes at the prestigious ‘Bloomberg-Asia Pacific International property Awards’ supported by New York Times held at Hong Kong. These were further complimented by the ‘Upcoming Residential Township’ Award at the Realty Plus Excellence Awards.

Jaypee Greens Noida

Second real estate project - Jaypee Greens Noida being developed by Jaypee Group is an epitome of extraordinary living. Spread over 1162 acres, it has been designed as a new and exciting place to live, work and play. It offers wide range of residences from independent homes to high-rise apartments and penthouses, numerous Graham Cooke designed golf facilities,

landscaped parks and lakes along with excellent education facilities, international standard health care facilities, various recreational and entertainment centers.

Within the Noida development, new residential communities - Jaypee Greens Kosmos, Jaypee Greens Kensington Park have been introduced which is a combination of residential plots and Hi rise residential apartments. In the premium segment, The Augusta Homes were well received by the market. These exclusive homes are located on the center of the 9 Hole and the 18 Hole golf course. As a testimony to the quality and vision of WishTown, the Kallisto Town Homes were awarded the ‘Best Development’ at the prestigious ‘Bloomberg-Asia Pacific International property Awards’,

Jaypee Greens AMAN

Jaypee Greens third residential project Jaypee Greens AMAN at sector 151 is located on the fast developing Noida-Greater Noida expressway and offers 2 & 3 BHK apartments. Spread over 70 acres, the project also comprises Chip & Putt golf course, Gardens, Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, Social Club with Swimming pools, Gymnasiums. Primary and Senior Secondary Schools, Crèche, Kid’s play area etc.

Jaypee Greens Sports City

The Jaypee Greens Sports City located on the Yamuna Expressway, is the latest project launched by Jaypee Greens and comprises of a 350 hectare for an International Motor racing track, cricket, and other sports stadia. The development will be divided into various thematic districts offering commercial, residential and institutional facilities. The Commercial areas will offer well defined areas for elaborate financial and civic centers, along with the Residential Districts 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. Appreciation of the uniqueness of the vision behind Sports City has got International recognition at the Bloomberg Asia Pacific Property Awards where Jaypee Greens Sports City was awarded the ‘5 Star Award’ in the category for ‘Best Mixed Use Development’.

The work on all these projects is progressing satisfactorily.

DIVERSIFICATION

A. WIND POWER PROJECT

The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat), which was fully commissioned by March 31, 2008.

The electricity generated from the Project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity in the year 2009-10 are 86.7 million Units & Rs.31.76 Crore respectively against 80 million Units & Rs.28.27 Crore in the year 2008-09.

B. DEVELOPMENT OF DONGRI TAL II AND MANDLA (SOUTH) COAL BLOCKS IN MADHYA PRADESH

(a) Madhya Pradesh Jaypee Coal Limited (MPJCL) has been incorporated on May 14, 2009, 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. MPSMCL will hold 51% of the issued equity shares of MPJCL in consideration for the mining rights granted to the Joint Venture Company and your Company would hold 49% equity in the said Joint Venture Company. The JV

Company will thus be treated as a Government company within the meaning of Section 617 of the Companies Act, 1956. The progress of the Project is satisfactory and the same is expected to be commissioned by September, 2012.

(b) Madhya Pradesh Jaypee Coal Fields Limited (MPJCFL) has been incorporated on January 4, 2010, 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 (M.P.).

MPSMCL holds 51% of the issued equity capital of MPJCFL in consideration for the mining rights granted to the JVC from Mandla (South) Coal Block and your Company would hold 49% of the equity capital in the said company. The JV Company will thus be treated as a Government company within the meaning of Section 617 of the Companies Act, 1956. Necessary steps have been taken to obtain requisite clearances including Environment Clearance.

(c) Mandla (North) Coal Block in District Chhindara (MP) has been awarded to your Company for mining of coal. Necessary steps have been taken to obtain requisite clearances including Environment Clearance.

C. ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant has successfully completed one year of operation taking 300-350 MT/ day garbage of the city of Chandigarh as per agreement without any breakdown even on a single day. The plant is serving the twin purpose of keeping the city clean and to conserve the energy resources available in the form of producing fuel called Refused Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, is being disposed off commercially and is becoming popular as a good substitute of conventional fuel in the industry located around Chandigarh.

The Plant has been awarded for “Excellence in Solid Waste Management” by Andhra Pradesh Technology Development and Promotion Center, which is a autonomous society of CII, Govt. of AP & TIFAC (Under Govt. of India). The nominations for this award have been evaluated based on criteria viz. Scope of Work, Innovation/Effort, Technology, Processes and Systems, Aesthetics and Project Sustainability.

D. EXPLORATION AND DEVELOPMENT OF OIL AND NATURAL GAS

As reported in the last Annual Report, the seismic exploration activities had commenced as scheduled in the largest onshore oil- gas block in the ‘South Rewa Basin’ in Madhya Pradesh, awarded to your Company under NELP-VI Round. Your Company has 90% interest in the block and the consortium partner Prize Petroleum Company Limited who is the ‘Operator’ has 10% interests. The 1st phase of exploration is scheduled to be completed in the year 2012. The completion of 1st phase shall prima-facie establish the presence of hydrocarbons for pursuing the next phase.

The seismic exploratory surveys have been processing as planned. Geological Survey, Gravity-Magnetic Survey (API) have been successfully completed. 2D and 3D seismic surveys (API) have been progressing well and substantial areas in the awarded oil-gas block have been covered. The work is also progressing well on other committed programmes including preparatory works for drilling of exploratory wells. The completion of 1st phase of the exploratory program is targeted to be completed on schedule.

The Company is on the constant look out for attractive ‘farm-in’ opportunities in the up-stream oil & gas sector and also considering to participate in the bidding for oil and natural gas blocks under New Exploration Licensing Policy-9th Round (NELP-IX) and for Coal Bed Methane (CBM) blocks in the next Round for which the Government of India is expected to announce the bidding programme by the end of 2010.

E. OTHER DIVERSIFICATION INITIATIVES

Company’s other diversification initiatives include development and mining of Coal, setting-up of pit-head based Thermal Power Station, construction of Expressways, development of Sports Complex and Fertilizer business. These are being implemented through different subsidiaries of the Company. Details of these initiatives are furnished under the heading Subsidiaries.

SUBSIDIARIES

As on March 31, 2010, the Company has sixteen subsidiaries which are engaged in different business activities, as under:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Ltd.

3. Bina Power Supply Co. Ltd.

4. Jaypee Karcham Hydro Corporation Limited

5. Jaypee Powergrid Limited.

6. Sangam Power Generation Co. Ltd.

7. Prayagraj Power Generation Co. Ltd.

8. Bhilai Jaypee Cement Limited

9. Bokaro Jaypee Cement Limited

10. Gujarat Jaypee Cement & Infrastructure Limited

11. Madhya Pradesh Jaypee Minerals Ltd.

12. Jaypee Infratech Limited

13. Jaypee Ganga Infrastructure Corporation Limited.

14. Himalyan Expressway Limited

15. Jaypee Agra Vikas Limited

16. JPSK Sports Private Limited

The status of the aforesaid subsidiaries is as under:

POWER AND RELATED BUSINESS

1. Jaiprakash Power Ventures Limited (JPVL) (formerly known as Jaiprakash Hydro-Power Limited)

AMALGAMATION

During the year under report, erstwhile Jaiprakash Power Ventures Limited (Transferor Company) was amalgamated with Jaiprakash Hydro-Power Limited (Transferee Company), both subsidiaries of your Company, w.e.f. the Appointed Date viz. April 1, 2009, and the name of the Transferee Company was changed to Jaiprakash Power Ventures Limited (JPVL) in terms of the Scheme of Amalgamation sanctioned by Hon’ble High Court of Himachal Pradesh vide Order dated November 20, 2009 which was filed with the Registrar of Companies on December 14, 2009 thereby making the amalgamation effective from the said date.

OPERATIONS

Consequent upon the amalgamation, as aforesaid, all Projects including the 400 MW Vishnuprayag Hydro Power Station of the Transferor company stood vested in the Transferee company, now known as JPVL. The performance of the company’s power stations and the Energy generation during the year under report was quite satisfactory, as detailed below:-

Plant Plant Generation (million units) Availability (%) Net Saleable Energy

300 MW BASPA-II 99.83% 1139.03

400 MW Vishnuprayag 98.96% 1717.08

NATIONAL AWARDS

Baspa-II Hydro Power Station has once again been conferred with SILVER SHIELD FOR BEST PERFORMANCE UNDER HYDRO POWER STATION PERFORMANCE AWARD FOR THE YEAR 2008-09 in recognition of its meritorious performance. The award has been instituted by Ministry of Power, Government of India. The award was presented by the Hon’ble Minister of Power at a function organized at Vigyan Bhawan, Maulana Azad Road, New Delhi on January 29, 2010.

400 MW Vishnuprayag Project was awarded FIRST PRIZE IN “EXCELLENCE IN FAST TRACK POWER PROJECT EXECUTION-HYDRO” in Indian Electricals and Electronic Manufacturers Association (IEEMA) Power Awards-2008.

VERIFIED EMMISSION REDUCTIONS

Baspa-II Plant has 21,52,595 VERs to its credit which have been verified upto August, 2009, after sale of 3,00,000 VERs for Rs.7.86 crore during the year under report. As for Vishnuprayag plant, Sale consideration aggregating Rs. 33.28 crore in respect of VERs generation during the period October, 2008 to September, 2009 were received during the year under report. Further, the Company’s 1320 MW Jaypee Nigrie Super Thermal Power Project in Madhya Pradesh shall be eligible for CERs under Clean Development Mechanism (CDM). The company has appointed validation Agency for the purpose.

FURTHER GROWTH

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The work on 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh being implemented by JPVL is progressing satisfactorily.

The expected date of commissioning for Unit - I and Unit - II are end April, 2013 and end October 2013 respectively. The Nigrie Thermal Project is expected to utilize coal from two captive coal blocks, the Amelia (North) and Dongri Tal – II coal block with total coal reserves of 250 MT of coal. These coal blocks contain sufficient coal reserves to fuel the Nigrie Thermal project over the long term.

MEGHALAYA H.E. PROJECTS

The Government of Meghalaya (GoM) had assigned the development of 450 MW Kynshi – II Hydro-electric project and 270 MW Umngot Hydro-electric project on Build, Own, Operate and Transfer (BOOT) basis to JPVL. Necessary action has been taken to start the work relating to survey & investigation etc. at the earliest.

These projects shall be implemented through Special Purpose Vehicle(s) proposed to be incorporated for the purpose.

240 MW KERALA THERMAL POWER PROJECT

JPVL shall be implementing 240 MW Thermal Power Plant in District Kannur in the State of Kerala. 66.4862 hectares of Land has been leased to the company by Kerala Industrial Infrastructure Development Corporation (KINFRA). Further Steps/ approvals are being taken for the implementation of the Project.

2. Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), presently a wholly owned subsidiary of JPVL is implementing 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. As already reported last year, in due course, JPVL alongwith its associates will hold 89% of the Equity of JAPL and the balance 11% will be held by Government of Arunachal Pradesh.

The Detailed Project Report (DPR) for the Lower Siang Project has been approved by Central Electricity Authority. Accordingly, Phase I (1500 MW) is expected to be commissioned in 2016 and Phase II (1200 MW) is being planned to be commissioned by 2018. The 500 MW Hirong Project is expected to commence operations by 2018.

3. Bina Power Supply Company Limited (BPSCL)

BPSCL, the wholly owned subsidiary of JPVL, is setting up a Coal- based Thermal Power Plant of 500 MW (2x250 MW) in the first phase against the total proposed capacity of 1500 MW at Bina, Distt. Sagar, MP. The works on the project are progressing satisfactorily.

The Project (First Phase) has been appraised by the Banks and Financial Institutions with IDBI as the Lead Bank. Debt syndication has been accomplished and Financial Agreements executed in November, 2009. Thus the Financial closure has been achieved.

While the First Phase of 500 MW is expected to be commissioned in September 2011, the Second Phase of 1000 MW will be commissioned by 2013.

4. Jaypee Karcham Hydro Corporation Limited (JKHCL)

JKHCL, subsidiary of your Company, is implementing the 1000 MW Karcham Wangtoo Hydro-electric Project in District Kinnaur, Himachal Pradesh on Build, Own & Operate basis.

The progress of the Project is quite satisfactory and is expected to be commissioned by March/April, 2011, i.e., ahead of schedule by around 7 months.

5. Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited, a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited, a Central Government Power Utility Undertaking, is setting up Transmission Line for evacuation of Power from the Karcham Wangtoo Project, being developed by Jaypee Group.

Central Electricity Regulatory Commission has granted Transmission Licence to this subsidiary and other Statutory/ Regulatory approvals required for the Transmission Project are in place.

The progress of the Project is satisfactory and is expected to be completed well before the commissioning of the Karcham Wangtoo Project.

6. Sangam Power Generation Co. Ltd. (SPGCL) &

7 Prayagraj Power Generation Co. Ltd.(PPGCL)

As reported last year, two super critical technology boiler based Thermal Power Projects are being implemented by Jaiprakash Power Ventures Ltd. (JPVL), a subsidiary of your Company, through the Special Purpose Vehicles formed for the purpose, which are presently the wholly owned subsidiaries of JPVL.

1980 MW Karchana Thermal Power Project in Tehsil Karchana of Allahabad District is being implemented by Sangam Power Generation Company Ltd. (SPGCL) and is expected to be commissioned by the year 2014.

3300 MW Bara Thermal Power Project in Tehsil Bara of Allahabad Distt is being implemented by Prayagraj Power Generation Company Ltd. (PPGCL). While Phase I (1980 MW) of this Project is planned to be commissioned by the year 2014, Phase II (1320 MW) is expected to be commissioned by 2016.

The work on both the Projects is progressing satisfactorily.

CEMENT BUSINESS

8. Bhilai Jaypee Cement Limited (BJCL)

The Clinkerisation Unit of the 2.2 Million Tonne per annum capacity split-located plant of the company (BJCL) at Babupur, Satna has been successfully commissioned in December 2009, four months ahead of schedule. The Grinding Unit at Bhilai has also been commissioned as per schedule.

9. Bokaro Jaypee Cement Limited (BOJCL)

The work on this 2.1 Million Tonne per annum capacity Project in Bokaro is progressing on a fast-track basis and construction of plant structures are in full swing. Orders for all main items of Plant & Machinery have also been placed by the company.

The Project is expected to be commissioned by July, 2011.

10. Gujarat Jaypee Cement & Infrastructure Limited (GJCIL)

The company was incorporated as a Joint Venture between Jaiprakash Associates Limited (JAL) and Gujarat Mineral Development Corporation Limited (GMDC) to implement a 2.4 Million tones per annum capacity cement plant in District Kutch, Gujarat, setting up an SEZ for mineral based industries, construction of a captive jetty in Distt. Kutch for export of Cement and other products manufactured in the SEZ, setting up a power station to provide for energy needs of the SEZ and setting up such other mineral based and value adding industries in the SEZ.

Necessary action has been taken for acquisition of land and for obtaining other statutory approvals.

Environment impact assessment on the identified land has, in the meanwhile, been made and clearance from State Wild Life Protection & Forest Dept has also been received for the proposed cement plant. Environmental Clearance is expected to be received as soon as the identified Government land is transferred in company’s name. Technical consultants are also working on the engineering of the Project.

COAL MINING

11. Madhya Pradesh Jaypee Minerals Limited (MPJML)

MPJML is a joint venture of your Company with Madhya Pradesh State Mining Corporation Limited (MPSMCL) for developing a Coal Block at Amelia (North) in Singrauli District in the State of Madhya Pradesh. In terms of the Supplementary Agreement, while MPSMCL will hold 51% Equity, balance 49% would be held by your Company. The JV Company will thus be treated as a Government company within the meaning of Section 617 of the Companies Act, 1956.

The work on the Project is progressing satisfactorily and the coal mining is expected to commence from October, 2010.

EXPRESSWAYS AND RELATED BUSINESS

12. Jaypee Infratech Limited (JIL)

The construction of Yamuna Expressway by JIL is progressing at a fast pace. As of March 31, 2010, while, the earth work has been completed to the extent of 86%, Culverts 92%, Vehicular Underpasses/Minor Bridges etc. 70%, the Interchanges have been completed to the extent of 46%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) has also started on the Project. The company has deployed a sum of Rs.6508.34 Crores on the Yamuna Expressway Project which has been met through equity of Rs.1250.00 Crores, debt of Rs. 4269.05 Crores and contribution from Real Estate development amounting to Rs.989.29 Crores.

During the year under review the company has also sold 203.50 Lac Sqft of the ‘Build up properties’ and ‘Developed plots’ across five of its projects aggregating to approx. Rs. 5991 Crores sales with a pre sales collection of Rs. 1067 Crores. Your Company has created a niche for its projects in the affordable housing segment and all projects launched by your Company have been met with great success.

Land Acquisition

The Yamuna Expressway Industrial Development Authority (YEA) has transferred almost entire land needed for Right of Way (ROW) to the Company.

The company has also been transferred land for development of approximately 3745 acres as of March 31,2010 of which 1211 acres is located in Noida, 2225 acres in two other land parcels in District Gautam Budh Nagar and 309 acres in District Agra for commercial, amusement, industrial, institutional, and/ or residential purposes.

13. Jaypee Ganga Infrastructure Corporation Limited (JGICL)

The Company, Jaypee Ganga Infrastructure Corporation Limited (JGICL) was incorporated on March 18, 2008 as a wholly owned subsidiary of Jaiprakash Associates Limited for implementation of the “Ganga Expressway Project” consisting of the prestigious 1047 km long 8-lane Access-Controlled Expressway connecting Greater Noida with Ghazipur-Ballia along the left bank of river Ganga along with the development of 12,281 hectare of land parcels at eight different locations in Uttar Pradesh. The Ganga Expressway Project was awarded on Design, Build, Finance and Operate (DBFO) basis. After obtaining necessary approvals, the Concession Agreement was executed between Uttar Pradesh Expressways Industrial Development Authority and JGICL on March 23, 2008.

PROJECT IMPLEMENTATION

Preparatory work for the Project has started and necessary steps have been taken to obtain requisite approvals including Environment Clearance. Thereafter the process of acquisition of land for construction of the Expressway and development of Land Parcels will be initialed.

14. Himalyan Expressway Limited (HEL)

Himalyan Expressway Limited was incorporated as a Special Purpose Vehicle for implementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryana and Himachal Pradesh. The EPC Contract for the project is being executed by your Company.

The Project consists of 17.44 Km of widening of existing two – lane carriageway to four – lane and 10.14 Km of new four - lane bypass. The existing carriageway consists of six Bridges/Flyovers and six Pedestrian/Vehicular underpasses, 24 km of service roads and 24 km of drains, while the bypass consists of eleven viaducts, five vehicular underpasses, 3 km of service roads and 3 km of drains.

The work on the Project is progressing satisfactorily.

15. Jaypee Agra Vikas Ltd. (JAVL)

Jaypee Agra Vikas Limited, the wholly owned subsidiary of your Company, was incorporated on 16th November, 2009 as a Special Purpose Vehicle to undertake the work for development of section of Agra Inner Ring Road, with a length of about 20.5 Kms. The work relating to the project is progressing satisfactorily.

SPORTS AND RELATED BUSINESS

16. JPSK Sports Private Limited (JPSK)

JPSK is developing a green field state-of-the-art sports complex including Car Race Track, a Cricket Stadium and other related integrated support infrastructure including township(s), for which total land measuring around 2500 acres has been allotted to JPSK.

The work on the Project is progressing satisfactorily and the Car Race Track will be ready to host the first Formula One, Grand Prix of India in the year 2011.

FERTILIZER AND CHEMICALS BUSINESS

In terms of the approval of the shareholders, the Company is looking for the opportunities to diversify into Fertilizer and Chemicals Business.

CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies, prepared in accordance with Accounting Standards (AS)-21 “Consolidated Financial Statements” prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

In terms of the approval of the Central Government accorded under Section 212 (8) of the Companies Act, 1956 the Audited Balance Sheets as at March 31, 2010 in respect of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information for each subsidiary has been disclosed.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company as well as of the subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in Company’s Head Office and also that of the subsidiaries. Further, the Company shall furnish a hard copy of annual accounts of subsidiaries to any shareholder on demand. The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com.

The Directors are of the opinion that the subsidiaries of your Company have bright future.

OUTLOOK

Keeping in view the performance and future prospects of the Company’s business, the expansions and diversifications being undertaken and the business of its subsidiaries, your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

During the period under report, Shri Gopi K. Arora ceased to be a Director of the Company consequent upon his demise on November 5, 2009. While paying tribute to late Shri Gopi K. Arora who left for his heavenly abode, the members of the Board prayed for peace to the departed Soul.

The Board places on record its appreciation for the valuable contribution of late Shri Gopi K. Arora, Director during his tenure on the Board.

During the period under report, Shri V.K. Chopra was appointed as an Independent Director, w.e.f. September 1, 2009, in the casual vacancy caused due to the resignation of Shri ERC Shekar.

Further, Dr. B. Samal was also appointed as an Independent Director, w.e.f. September 9, 2009, in the casual vacancy caused due to withdrawal of nomination of Shri M J Subbaiah by ICICI Bank Ltd.

Shri Sunny Gaur, Managing Director (Cement) was re-appointed for five years w.e.f. December 31, 2009.

Dr. J N Gupta was co-opted as an Independent Director, w.e.f. May 3, 2010, in casual vacancy of Shri Gopi K. Arora.

S/Shri R. N. Bhardwaj, M. S. Srivastava, B. K. Taparia, S. C. Bhargava and Pankaj Gaur, Directors would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General meeting for your approval. Since Shri V K Chopra and Dr. B Samal hold office of Director till the ensuing Annual General Meeting and proposal for their appointment as Director has been received from a shareholder, the same has also been included in the Notice of the Annual General Meeting for your approval.

DEPOSITS

Fixed deposits received from the shareholders and the public as on March 31, 2010 stood at Rs.1404.83 Crores. Deposits of Rs.3.71 Crores due for repayment on maturity remained unclaimed by the depositors as on March 31, 2010.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is annexed and forms an integral part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended March 31, 2010 are annexed and form an integral part of this Report.

NOTES ON ACCOUNTS

The observations of Auditors and Notes on Accounts are self- explanatory.

AUDITORS

M/s. M. P. Singh & Associates, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

While the Company is complying the Corporate Governance norms laid down in Clause 49 of the Listing Agreement, the Corporate Governance Voluntary Guidelines, 2009, proposed by the Ministry of Corporate Affairs, Government of India, are being examined for adoption in a phased manner.

EMPLOYEE RELATIONS

Employee 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 at all sites and other offices and achieved commendable progress.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, certifications by the CEO and CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annual accounts for the year ended March 31, 2010 :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii) 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, 2010 and the profit of the Company for that period;

iii) 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;

iv) that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Industrial Development Bank of India, The Life Insurance Corporation of India, General Insurance Corporation of India and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited, Export-Import Bank of India and Consortium of Banks and valued customers, for their valuable support and co-operation.

Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company.

On behalf of the Board

MANOJ GAUR May 30, 2010 Executive Chairman

Find IFSC