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Auditor Report of Jaiprakash Associates Ltd.

Mar 31, 2023

JAIPRAKASH ASSOCIATES LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified opinion

We have audited the accompanying Standalone Financial Statements of Jaiprakash Associates Limited (“the Company”), which comprise the Balance Sheet as at March 31st, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and Notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis of Qualified Opinion Attention is drawn to:

(i) Note No. 44 to the Standalone Financial Statements which provides that the status of insolvency proceedings of Jaypee Infratech Limited (‘JIL'') which has been undergoing Corporate Insolvency Resolution Process (“CIRP”) since 09.08.2017 in terms of the provisions of the Insolvency & Bankruptcy Code, 2016 (“IBC”) vide orders dated 09.08.2017 and 14.08.2018 passed by the Hon''ble National Company Law Tribunal (“NCLT”) Allahabad and orders dated 06.08.2020 and 24.03.2021 passed by Hon''ble Supreme Court of India. In compliances with the said order dated 24.03.2021, bids were invited, and resolution plan submitted by Suraksha Realty Limited along with Lakshdeep Investments and Finance Private Limited (Suraksha) was approved by Committee of Creditors (“CoC”) and submitted to Hon''ble NCLT Principal Bench Delhi. Principal Bench Hon''ble NCLT, New Delhi vide its Order dated 07th March 2023 approved the resolution plan of Suraksha. Yamuna Expressway Industrial Development Authority (YEIDA), Income Tax Department and the company has since then filed their objections on the Plan with Hon''ble National Company Law Appellate Tribunal. The matter is currently pending

for adjudication.

The company has not made provision of Rs. 849.26 Crores as diminution in value of the Investment in equity of JIL. Had this provision was made, the Loss would have been increased to that extent and Value of investment would have been decreased to that extent.

Matter stated above has also been qualified in our report in preceding year ended 31st March 2022.

(ii) Note No. 13.4 to Standalone Financial Statements which provides that the Company has not made provision for interest payable on Foreign Currency Convertible Bonds (FCCB) for the financial year 2022-23 amounting to Rs. 73.14 crores. Further, the company has also reversed outstanding Interest on FCCB till 31.03.2022 amounting to Rs. 175.33 crores.

Had this provision was made and interest not been reversed, the loss would have been increased to that extent and outstanding amount of interest payable on FCCB would have been increased to that extent.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the Standalone Financial Statements.

Emphasis of matter:

We invite attention to:

1. Note no. 32 [d] (i) and (ii) to Standalone Financial Statements which describes details of demands raised by Competition Commission of India (‘CCI'') and consequential appeals filed by the company.

2. Note no. 38and Note No. 39 to Standalone Financial Statements which describes the status of Comprehensive Re-organisation and Restructuring Plan (CRRP) of the company and insolvency application filed by ICICI Bank Ltd with Hon''ble NCLT, Allahabad Bench.

3. Note no. 40 to Standalone Financial Statements regarding status of invocation of Corporate Guarantee and pledged shares of Bhilai Jaypee Cement Limited (BJCL) by Yes Bank Limited against the term loan facilities granted to

Jaypee Cement Corporation Limited (subsidiary of the company).

4. Note no. 46 to Standalone Financial Statements which describes status of lease deeds and pending litigation of the land admeasuring 1085 hectares located at Special Development Zone (SDZ).

5. Note no. 48 to Standalone Financial Statements regarding status of recoverability of amount invested in the development of Coal Block due to termination notice for Mandla North Coal Mine & consequential appeals filed by the company.

6. Note no. 50 to Standalone Financial Statements regarding recoverability of trade receivables on the basis of contractual tenability, progress of negotiations/ discussions/ arbitration/ litigations/ legal opinions.

7. Note no. 51 to Standalone Financial Statements which describes status of Entry Tax matters pending under appeals pertaining to the State of Madhya Pradesh and Himachal Pradesh.

8. Note no. 13.11 to Standalone Financial Statements

which describes the status of less than hundred percent availability of security cover of Principal & Interest amount outstanding of Secured Non-Convertible Debentures in accordance with Regulation 54 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

9. Note no. 54[I](a) to Standalone Financial Statements which describes the divestment of the Cement, Clinker and Power Plants by the Company and Definitive Agreements executed by the company in this regard.

Our opinion on the Standalone Financial Statements is not modified in respect of the above stated matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters

How the matter was addressed in our audit

1. Revenue recognition from Construction Contracts

The Company recognises revenue on the basis ofpercentage of completion based on the proportion of contract costs incurred, relating to the total costs of the contract at completion. Thus, the recognition of revenue is based on estimates in relation to total estimated costs of each contract and cost incurred.

There are significant accounting judgments which includes estimates of cost of completion of the Contract, the stages of completion and timing of revenue recognition. Estimates also takes into account various contingencies in the contracts & uncertain risks, disputed claims against the company relating to different contract which are reviewed by the management on a regular basis over the contract life and adjusted appropriately.

The revenue on contracts may also include variable consideration (variations and claims). Variable consideration is recognised when the recovery of such consideration is probable.

Refer to Note No. 1 Significant Accounting Policies of the Standalone Financial Statements- ‘Revenue from contracts with customers- Revenue from construction and other contracts.

Our audit included but was not limited to the following

procedures:

• Assessing the appropriateness of the Company''s revenue recognition accounting policies in line with Ind AS 115 and testing thereof.

• Assessed the appropriateness of the estimates used as well as their operating effectiveness.

• Selection of sample of contracts for appropriate identification of performance obligations.

• Obtaining and review of the approved estimates of costs to complete for contracts on sample basis, determination of milestones & reasonableness of revenue disclosures.

2. Provisions and Contingent Liabilities

The company is involved in various disputes for which final outcomes cannot be easily predicted and which could potentially result in significant liabilities. The assessment of the risks associated with the litigations is based on complex assumptions, which require the use of judgment and such judgment relates, primarily, to the assessment of the uncertainties connected to the prediction of the outcome of the proceedings and to the adequacy of the disclosures in the Standalone Financial Statements. Because of the judgment required, the materiality of such litigations and the complexity of the assessment process, the area is a key matter for our audit.

Refer Note No. 32 to the Standalone Financial Statement.

Our audit included but was not limited to the following

procedures:

• Assessment of the process and relevant controls implemented to identify legal and tax litigations and pending administrative proceedings.

• Assessment of assumptions used in the evaluation of potential legal and tax risks performed by the legal and tax department of the company considering the legal precedence and other rulings in similar cases.

• Inquiry with legal and tax departments of the company regarding the status of the most significant disputes and inspection of the key relevant documentation.

• Analysis of opinion received from the experts as per requirement.

• Review of the adequacy of the disclosures in the notes to the Standalone Financial Statements.

3. Assessment and Recoverability of Trade Receivables

Trade Receivables are significant to the Company''s Standalone Financial Statements. The collectability of trade receivables is a key element of the company''s working capital management, which is managed on an ongoing basis by its management. Due to the nature of the Business and the requirements of customers, various contract terms are in place which impacts the timing of revenue recognition. There is a significant element of judgment. Given the magnitude and judgment involved in the impairment assessment of trade receivables, we have identified this as a key audit matter.

We performed audit procedures on existence of trade receivables, which included substantive testing of revenue transactions, trade receivable external confirmations / reconciliations on sample basis and testing the subsequent paymentsreceived, if any. Assessing the recoverability of trade receivables requires judgment and we evaluated management''s assumptions in determining the provision for expected credit losson trade receivables, by analyzing the enforceability, ageing of receivables, assessing significant overdue individual trade receivables and specific local risks, combined with the legal documentations, where applicable.

We tested the timing of revenue and trade receivables recognition based on the terms agreed with the customers. We also reviewed, on a sample basis, terms of the contract with the customers, invoices raised, etc., as a part of our audit procedures.

Furthermore, we assessed the appropriateness of the disclosures made in notes to the Standalone Financial Statements.

4. Impairment of Investment

The Company has significant investments in its subsidiaries, associates, joint ventures, and others. As of March 31, 2023, the carrying values of Company''s investment in its subsidiaries, associates, joint ventures, and other amounts to Rs. 6,93,302 lakhs. Management reviews regularly whether there are any indicators of impairment of the investments by reference to the requirements under Ind AS 36 “Impairment of Assets”.

For investments where impairment indicators exist, significant judgments are required to determine the key assumptions used in the valuation model and methodology, such as revenue growth, discount rates etc.

Considering, the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter.

Our audit included but was not limited to the following

procedures:

• Assessed the Company''s valuation methodology applied in determining the recoverable amount of the investments.

• Obtained and review the valuation report used by the management for determining the fair value (‘recoverable amount'') of its investments.

• Considered the independence, competence and objectivity of the management specialist involved in determination of valuation.

• Tested the fair value of the investment as mentioned in the valuation report to the carrying value in books.

• Made inquiries with management to evaluate relevance and reasonableness of significant assumptions and methods etc.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Director''s Report including Annexures ofDirector''s Report, Corporate Governance Report, Management Discussion and Analysis, Business Responsibility Report and Declarations but does not include the Standalone Financial Statements and our auditor''s report thereon, which we obtained prior to the date of this audit report, and Secretarial Audit Report & Certificate of Nondisqualification of directors which are expected to be made available to us after the date of this audit report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we have obtained prior to the date of this audit report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Secretarial Audit Report and Certificate of Non-disqualification of directors, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures

are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comments in the “Annexure A”, as required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought andexcept for the effects of the matter described in the ‘Basis of Qualified Opinion'' paragraph above, obtained all the information and explanations

which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the effects of the matter described in the ‘Basis of Qualified Opinion'' paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet and the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the ‘Basis of Qualified Opinion''paragraph above, in our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31stMarch2023, taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company''s Internal Financial Controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V of the Act.

h) With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the companies (Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The company has disclosed the impact of pending litigation as on 31st March 2023, on its financial position in its Standalone Financial Statements - Refer Note No. 32 to the Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company during the year ended on March 31,2023.

iv. (a) The management has represented to us that, to the best of management''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented to us that, to the best of management''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide

any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) According to the information and explanations given to us and based on our examination of the records of the company, nothing has come to our notice that has caused us to believe that the representations made above in Point no. iv(a) and iv(b) contain any material misstatement.

v. The company has not declared or paid any dividend during the year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

For DASS GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS Firm Registration No. 000112N CA PANKAJ MANGAL PARTNER

Place: New Delhi Membership No. 097890

Date: 27th May 2023 UDIN: 23097890BGZGWY5286


Mar 31, 2018

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Jaiprakash Associates Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that gives a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made there under, including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the

Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Basis of Qualified opinion

Attention is drawn to:

Note No.41 of standalone financial statements regarding the insolvency petition filed by IDBI with the Hon’ble National Company Law Tribunal (‘the NCLT’), Allahabad against the Jaypee Infratech Limited (‘JIL’) “Subsidiary” of the company. The petition has been admitted and Interim Resolution Professional (‘IRP’) personal has been appointed by the NCLT. The Hon’ble Supreme Court of India also admitted the Petition/Intervention filed by certain home buyers of Jaypee Infratech Limited and directed the company to deposit Rs.2000 Crores with its Registry. The said order was modified by the Hon’ble Supreme Court of India and accordingly company has deposited Rs.550 crores upto 31 March 2018.

In view of the pendency /ongoing CIRP/legal proceedings with the NCLT Allahabad and the Hon’ble Supreme Court of India, the impact on the carrying value of the Non Current Investment in the equity of JIL Rs.849.26 Crores, Current Receivables Rs.341.75 Crores, Corporate Guarantees amounting to Rs.232.17 Crores, to the lenders of JIL and deposit with the Hon’ble Supreme Court of India, is not ascertainable.

Qualified opinion:

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of matter:

We draw attention to the following matters:

1) As Stated in Note No. 32 [d] of the standalone financial statements,

[i] The Competition Commission of India vide its Order dated 31st August, 2016 held various cement manufacturers liable for alleged contravention of certain provisions of the Competition Act, 2002 during F.Y. 2009-10 & 2010-11 and imposed a penalty of Rs.1,323.60 Crores on the Company. The Company has filed an appeal against the said Order before the Competition Appellate Tribunal wherein the Tribunal vide its order dated 15th November, 2016 read with order dated 7th December, 2016 granted stay in depositing the penalty imposed subject to the condition that the company shall deposit 10% of the penalty calculated on the profit earned by the cement business i.e. Rs.23.77 Crores, which was duly deposited. Thereafter, the matter was heard on various dates by the Hon’ble National Company Law Tribunal (to whom the power in such matters has been transferred) and the Order has been reserved.

[ii] The Competition Commission of India vide its other order dated 19th January, 2017 held various cement manufacturers liable for alleged contravention of certain provisions of the Competition Act, 2002 in the state of Haryana during F.Y. 2012-13 to F.Y. 2014-15 and imposed a penalty of ‘38.02 Crores on the Company. The Company had filed appeal against the Order. The Competition Appellate Tribunal stayed the operation of impugned order and further proceedings will commence after the Order in the matter referred in SL. No. [i] above, is passed.

2) As stated in Note No. 38 of the standalone financial statements, State Bank of India has invoked the pledge of 10,00,00,000 Equity Shares of Jaypee Infratech Limited (JIL) held by the company and had sold 3,18,96,744 Equity Shares in the open market during the quarter ended March 31, 2018. The impact of the above said sale of shares has been taken in the standalone Financial Statements. Balance shares aggregating to 6,81,03,256 are held with trusteeship as at 31.03.2018. Pending disposal of balance shares by the Lender, the balance shares continue to be shown as part of Current Investments at cost.

3) As Stated in Note No. 39 of the standalone financial statement, Non-Current Trade receivables include Rs.2645.45 Crore, outstanding as at 31 March 2018 (Rs.2983.52 Crore, outstanding as at 31st March 2017) which represents various claims raised on the Clients based on the terms and conditions implicit in the Engineering & Construction Contracts in respect of closed/suspended/under construction projects. These claims are mainly in respect of cost over run arising due to suspension of works, client caused delays, changes in the scope of work, deviation in design and other factors for which company is at various stages of negotiation/ discussion with the clients or under Arbitration/ litigation. On the basis of the contractual tenability, progress of negotiations/ discussions/ arbitration/ litigations, the management considers these receivables are fully recoverable.

4) As stated in Note No. 40 of the standalone financial statements, the company has made an investment of Rs.340 Crores (34 crores Equity Shares of Rs.10/- each, fully paid up) in Prayagraj Power Generation Company limited (‘PPGCL’), an associate company. Lenders of PPGCL has invoked the entire pledged share of PPGCL held by Jaiprakash Power Venture Limited (‘JPVL’) [Holding Company of PPGCL] on 18th December 2017 due to default in payment of interest to Banks/Financial Institutions. Keeping in the view of above facts, the impact on the carrying amount of Equity Shares of PPGCL held by the company is currently unascertainable and considered at Book Value.

5) As Stated in Note No. 42 of the standalone financial statement, the Company has received Termination Notice for the Mandla North Coal Mine allotted by Nominated Authority, Ministry of Coal on account of not meeting eligibility criteria mentioned in the Coal Mines Development and Production Agreement along with instructions for invocation of the Bank Guarantee submitted by JAL in the form of Performance Security. The Hon’ble High Court has granted a stay against the Termination Notice and invocation of Performance Guarantee. Since, the matter is now being sub-judice in High Court, the recoverability of the amount invested aggregating to Rs.293 Crores as on 31.03.2018 in the development of the Coal Block and impact of the invocation of the Performance Guarantee is uncertain, no provision has been considered necessary to be made in the standalone financial statements.

6) As Stated in Note No. 43 of the standalone financial statement, the Confirmations/ Reconciliation of balances of certain secured & unsecured loans, balances with banks, trade receivables, trade and other payables (including capital creditors) (including receivable/ payables from/ to related parties) and loans and advances are pending. The management is confident that on confirmation / reconciliation there will not be any material impact on the standalone financial statements.

7) As stated in Note No. 45 of the standalone financial statement, there are certain Entry tax matters under Appeals aggregating to Rs.510.59 Crores (excluding interest, currently unascertainable) pertaining to the State of Uttar Pradesh, Madhya Pradesh and Himachal Pradesh. The Company has challenged these on account of Constitutional Validity etc. in Hon’ble High Courts/ Supreme Court. No provision has been made of the above in the standalone financial statements and management is of the opinion that the Company will succeed in the appeal. The Company has already deposited Rs.299.93 Crores and also furnished Bank Guarantees of Rs.202.66 Crores against the above.

8) [i] As stated in Note no. 46 of the standalone financial statements, the Lenders of the Company in their Joint Lenders forum (‘JLF’) meeting held on 22nd June, 2017 have approved restructuring/ realignment/ reorganization of debt of the Company & its wholly owned subsidiary, JCCL. The Company has reworked the finance cost pertaining to Financial Year 2016-17 in accordance with the Lenders approved debt restructuring / realignment/ reorganization scheme.

[ii] For the FY 17-18, the Company has provided interest expenses on the debt portion that will remain with the company in accordance with the restructuring Scheme approved and Master Re-structuring Agreement (MRA) signed with the Lenders. Interest aggregating to Rs.796.39 Crores on debt portion of Rs.11,091.27 Crores which will be transferred to Real Estate SPV namely Jaypee Infrastructure Development Limited (JIDL) on order of Hon’ble National Company Law Tribunal (NCLT), Allahabad with appointed date of 1st July, 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of SDZ Real Estate Undertaking [SDZ-RE], since the same has to be serviced from the assets/development of Assets of SDZ-RE and as such no further impact in this respect on the financial results is envisaged.

[iii] As a part of restructuring / reorganization / realignment of the debt of the Company, the Scheme of Demerger of the Undertaking (SDZ -RE) comprising identified moveable and immoveable assets and liabilities to be transferred to and vested in the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis is pending for sanction with NCLT Allahabad.

Our opinion is not modified in respect of above stated matters.

Other Matter:

The comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements, have been audited by the predecessor auditors. The report of the predecessor auditors on the comparative financial information dated May 29, 2017 on the comparative financial information expressed an unmodified opinion. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in ‘‘Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and except for the possible effects of the matter described in the Basis of Qualified Opinion given above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the possible effects of the matter described in the Basis of Qualified Opinion given above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Except for the possible effects of the matter described in the Basis of Qualified Opinion paragraph above, in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015.

e) The matter described in the ‘Basis of Qualified Opinion’ and ‘Emphasis of Matter given above, in our opinion may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 32 to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There are no amounts that were due for being transferred to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) The Company has a regular programme of physical verification of its fixed assets by which substantial fixed assets are verified in a phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us, we report that, other than the immovable properties acquired on amalgamations with the Company as per schemes approved by the Hon’ble High Courts in earlier years, the title deeds are held in the name of the Company as at the balance sheet date, except the following:

Description & location of property

Gross Book Value (Rs. Lacs)

Land at Dera Mandi Gaon, New Delhi & building thereon

153

Freehold land at Rangpuri, New Delhi (Compulsorily acquired by the Government)

3

(ii) The inventory, except for goods-in-transit, has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. In respect of goods-in-transit, subsequent goods receipts have been verified or confirmations have been obtained from the parties. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any amount in the nature of loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or Other Parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has generally complied with the provisions of Sections 185 and 186 of the Act, with respect to the loans given, investments made, guarantees given and security provided.

(v) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit during the year. The Company has generally complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013, read with the Orders issued by the Hon’ble National Company Law Tribunal (NCLT) from time to time; however, there have been delays in repayment of matured fixed deposits which had matured for repayment on or before the balance sheet date and were outstanding as at 31st March 2018. However during the year, the company had repaid the deposits within the time extended by honorable NCLT except FD’s amounting to Rs.21 lakhs (including interest) which are pending repayment due to directions by the Government authorities/ courts etc.

(vi) We have broadly reviewed the books of account maintained by the Company as specified under Section 148(1) of the Act, for maintenance of cost records in respect of products manufactured by the Company, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax and other material statutory dues applicable to it to the appropriate authorities, and there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable, except for the following:

Particulars of Dues

Rs. (in Lacs)

Royalty Payable

199.41

District & National Mineral Foundation Payable

651.71

Electricity Duty Payable

3663.18

Service Tax Payable

360.04

TDS/TCS Payable

462.74

Sales Tax/Entry Tax Payable

6.07

(b) As per records produced before us and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise and Value added tax which have not been deposited as on 31 March 2018 on account of disputes are given below:

[Figures in Rs. Lacs]

Name of Statute (Nature of dues)

Period to which amount relates

Forum where dispute is pending

Total

Commissionarate

Appellate authorities Tribunal

High Court

Supreme Court

Central Excise

1988-2016

7636.26

7636.26

1996-2018

2498.77

2498.77

1997-2009

780.14

780.14

Electricity Duty & Cess

1991-2002 & 2006-2018

17157.75

17157.75

Sales Tax/VAT

1999-2002 to 2006-2015

7276.57

7276.57

2004 -2013

511.93

511.93

2000-2001,

2005-2018

8431.71

8431.71

2002-2008

9029.24

9029.24

Entry Tax

2000-2001,

2011-2015

2828.13

2828.13

2006-12

646.11

646.11

2001-2002,

2010-2018

21215.46

21215.46

Rural Infrastructure Tax

2005-2018

0.00

0.00

Tax on transportation of goods in Himachal Pradesh

2010-2018

7221.33

7221.33

Service Tax

2005-2013

69607.22

69607.22

Customs

0.00

4509.34

11.77

4521.10

Income Tax

AY 2010-11 to AY 2012-13

1673.50

1673.50

AY 12-13 to 15-16

31833.00

31833.00

Note: Net of Amount deposit under protest

(viii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion, that during the year, the Company has defaulted in repayment of principal and/or interest to banks, financial institutions, & privately placed debenture-holders wherein the period of delay ranges from 1 day to 925 days.

The overdue interest on borrowings amounts to Rs.24,647.50 lacs as reflected in the standalone Ind AS financial statements “Other Financial liabilities” which was outstanding as at 31st March 2018.

The overdue principal repayments of borrowings amounts to Rs.37,247.31 lacs as reflected in the standalone Ind AS financial statements “Other Financial liabilities” which was outstanding as at 31st March 2018.

Lender wise details for overdue interest & overdue principal repayments are given below:

Name of Bank/FI/Debenture holders

Overdue Principal repayments as at 31.3.2018

Period of default for overdue principal repayments

Overdue Interest as at 31.3.2018

Period of default for overdue interest

(Rs. in lacs)

(Rs. in lacs)

Allahabad Bank

4.72

1-60 Days

Axis Bank Limited

188.46

1-547 Days

Bank of Baroda

1.27

1-60 Days

Bank of India

17.82

1-60 Days

Bank of Maharashtra

90.73

1-60 Days

IDBI Bank Ltd.

250.06

1-60 Days

ICICI Bank Ltd.

594.20

1-60 Days

Canara Bank

336.86

1-547 Days

Central Bank of India

1.25

1-60 Days

Corporation Bank

16.98

1-60 Days

HDFC

1250.00

1-60 Days

914.24

1-60 Days

Karnataka Bank

8.43

1-60 Days

KarurVysya Bank

932.35

1-275 Days

3.88

1-60 Days

Lakshmi Vilas Bank

20.90

1-60 Days

Oriental Bank of Commerce

17.17

1-60 Days

Punjab & Sind Bank

0.91

1-60 Days

Indusind Bank Ltd

81.27

1-60 Days

Standard Chartered Bank

79.07

1-60 Days

State Bank of India

3143.84

1-364 Days

Syndicate Bank

0.24

1-60 Days

The South Indian Bank Ltd

13.82

1-60 Days

The Jammu & Kashmir Bank Ltd

5.58

1-60 Days

Uco Bank

17.72

1-60 Days

United Bank of India

9.2

1-60 Days

Yes Bank Ltd

178.32

1-60 Days

IFCI Ltd.

55.10

1-60 Days

LIC Term Loan

64.96

1-60 Days

L&T Infrastructure Finance Co Ltd

10.73

1-60 Days

Deferred Payment of Land

32831.55

13-925 Days

18519.8

13-925 Days

Foreign Currency Loans/Bonds

2233.42

1 Days

Total

37247.32

24647.53

The company has not defaulted in repayment dues to the Government.

(ix) According to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained. The Company did not raise money by way of initial public offer or further public offer (including debt instruments) during the year.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made payment to its Managerial Personnel in terms of their respective appointments and within the limits prescribed under the Companies Act, 2013 during the year. However, in view of default in repayment of principal and / or interest to Banks and Financial Institutions during the year ended 31-3-2015, 31.03.2016 and 31.03.2017, the Central Government has vide its letter dated 27-12-2017 directed the Company to recover the remuneration paid to its Managing and Wholetime Directors. It is understood that the Company is in the process of making application to Central Government for waiver of said recovery. In case such waiver is not approved by the Central Government, the Company intends to seek approval of the Banks / Public Financial Institutions / Secured Creditors and the shareholders for such waiver, in terms of Section 197 of the Companies Act, as amended in due course. The Company’s Nomination and Remuneration Committee & the Board of Directors have already consented for such course of action.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of JAIPRAKASH ASSOCIATES LTD (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajendra K. Goel & Co.

Chartered Accountants

Firm Registration Number: 001457N

(R. K. Goel)

Partner

Membership No. 006154

Place : New Delhi

Date : May 19, 2018


Mar 31, 2017

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Jaiprakash Associates Limited (“the Company") which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made there under, including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

Without qualifying our opinion, we draw attention to note 32(d) of the standalone Ind AS financial statements, relating to the order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of the Competition Act, 2002 during F.Y.2009- 10 & 2010-11 and imposing a penalty of '' 132360 lacs on the Company. The Company has filed an appeal against the said Order before the Competition Appellate Tribunal wherein the Tribunal granted stay in depositing the penalty imposed subject to the condition that the Company shall deposit 10% of the penalty calculated on the profit earned by the cement business i.e. ''2377 lacs, which has since been deposited. Further, The Competition Commission of India vide its other order dated 19th January, 2017 held various cement manufacturers liable for alleged contravention of certain provisions of the Competition Act, 2002 in the state of Haryana during F.Y.2012-13 to F.Y. 2014-15 and imposed a penalty of ''3802 lacs on the Company. The Company has filed appeal against the order before Competition Appellate Tribunal.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the year ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 28, 2016 and November 14, 2015 respectively. adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter. Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 32 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There are no amounts that were due for being transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8 November, 2016 of the Ministry of Finance, during the period from 8 November, 2016 to 30 December, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. - Refer Note 45 to the standalone Ind AS financial statements.

2. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order") issued by the Central Government in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in “Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act")

We have audited the internal financial controls over financial reporting of JAIPRAKASH ASSOCIATES LTD (“the Company") as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) According to the information and explanations given to us and the records examined by us, we report that, other than the immovable properties acquired on amalgamations with the Company as per schemes approved by the Hon''ble High Courts in earlier years, the title deeds are held in the name of the Company as at the balance sheet date, except the following:

Description & location of

Gross Book

property

Value

(Rs, lacs)

Land at Dera Mandi Gaon, New

153

Delhi & building thereon

Freehold land at Rangpuri,

New Delhi (Compulsorily

3

acquired by the Government)

(ii) (a) As explained to us, the Inventory has been physically

verified by the management at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act. Hence, the provisions of Clauses 3(iii)(a), 3(iii)(b), and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees, and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(v) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit during the year. The Company has generally complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013, read with the Orders issued by the Hon''ble National Company Law Tribunal (NCLT) from time to time; however, there have been delays in repayment of matured fixed deposits which had matured for repayment on or before the balance sheet date and were outstanding as at 31st March 2017. The Company has been granted extension from time to time for repayment of its outstanding deposits by the Hon''ble NCLT, the last interim extension having been granted till 30th May 2017.

(vi) We have broadly reviewed the accounts and cost records maintained by the segments of the Company where cost records have been prescribed by the Central Government under section 148(1) of the Companies Act, 2013, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records.

(vii)(a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities, and there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable, except for the following:

Particulars of dues

Rs, (In lacs)

Royalty Payable

3537.60

Excise Duty payable

198.82

District & National Mineral Foundations Payable

2266.37

Electricity Duty Payable

4327.97

Service Tax Payable

207.19

TDS Payable

230.60

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax or Sales-tax or Service Tax, or duty of Customs or duty of Excise, or Value Added Tax which have not been deposited on account of any dispute, except for the following:

_Figures in Rs, Lacs

Name of Statute (Nature of dues)

Period to which amount relates

Forum where dispute is pending

Total

Commissionarate

Appellate

authorities-

Tribunal

High Court

Supreme

Court

Central Excise

1988-2016

2,624.60

-

-

-

2,624.60

1996-2017

-

5,195.41

-

-

5,195.41

1997-2009

-

-

780.14

-

780.14

Figures in '' Lacs

Name of Statute (Nature of dues)

Period to which amount relates

Forum where dispute is pending

Total

Commission rate

Appellate

authorities-

Tribunal

High Court

Supreme

Court

Electricity Duty & Cess

1991-2002 & 2006-2017

-

-

12,643.47

-

12,643.47

Sales Tax/VAT

1999-2002 to 2006-2015

4,727.39

-

-

4,727.39

2004 -2013

-

630.98

-

-

630.98

2000-2001,

2005-2017

-

-

8,944.59

-

8,944.59

2002-2008

-

-

-

9,029.24

9,029.24

Entry Tax

2000-2001,

2011-2015

192.36

-

-

-

192.36

2006-12

-

240.29

-

-

240.29

2001-2002,

2010-2017

-

-

3,266.23

-

3,266.23

2005-2017

-

-

-

20,709.11

20,709.11

Rural Infrastructure Tax

2005-2017

-

-

-

3,043.51

3,043.51

Tax on transportation of goods in Himachal Pradesh

2010-2017

8,140.97

8,140.97

Service Tax

2005-2013

338.90

69,529.13

-

-

69,868.03

Levy on transport of limestone

2007-2011

-

-

-

555.20

555.20

Cess under Building and other Construction

2008-2012

-

-

-

-

-

Water Cess

2003-2013

-

-

-

-

-

Customs

-

4,487.03

-

-

4,487.03

Income Tax

AY 2014-15

1,674.00

-

-

-

1,674.00

AY 08-09 to 13-14

-

-

17,545.16

-

17,545.16

(viii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion, that during the year, the Company has defaulted in repayment of principal and/or interest to banks, financial institutions, & privately placed debenture-holders wherein the period of delay ranges from 1 day to 634 days.

The overdue interest on borrowings amounts to Rs, 3,31,202.11 lacs as reflected in the standalone Ind AS financial statements “Other Financial liabilities" which was outstanding as at 31st March 2017.

The overdue principal repayments of borrowings amounts to Rs, 375,179.13 lacs as reflected in the standalone Ind AS financial statements “Other Financial liabilities" which was outstanding as at 31st March 2017.

Lender wise details for overdue interest & overdue principal repayments are given below:

Name of Bank/FI/Debenture holders

Overdue Principal repayments as at 31.3.2017

Period of default for overdue principal repayments

Overdue Interest as at 31.3.2017

Period of default for overdue interest

(Rs,in lacs)

(Rs,in lacs)

Allahabad Bank

2,000.00

1-305 Days

1,292.57

1-335 Days

Axis Bank Limited

-

0.20

1 Day

Bank of India

2,631.50

1-386 Days

859.88

1- 366 Days

Bank of Maharashtra

11,119.00

1-549 Days

15,930.32

1-549 Days

IDBI Bank Ltd

-

33,330.09

1-336 Days

ICICI Bank Ltd.

68,924.41

1-336 Days

76,162.52

1-336 Days

Canara Bank

-

15,452.03

1-547 Days

Central Bank of India

-

350.35

1-336 Days

Corporation Bank

3,157.80

1-477 Days

1,934.29

1-488 Days

Exim Bank

8,756.67

1-365 Days

1,588.93

1-335 Days

Karnataka Bank

4,434.00

1-547 Days

3,437.73

1-549 Days

Karur Vysya Bank

1,204.36

1 Day

418.57

1-60 Days

Name of Bank/FI/Debenture holders

Overdue

Period of

Overdue Interest

Period of

Principal

default for

as at 31.3.2017

default for

repayments as at

overdue principal

overdue interest

31.3.2017

repayments

(Rs,in lacs)

(Rs,in lacs)

Lakshmi Vilas Bank

2,105.20

1-295 Days

1,600.33

1-336 Days

Oriental Bank of Commerce

2,105.20

1-295 Days

962.87

1-275 Days

Punjab & Sind Bank

5,389.00

1-547 Days

2,263.88

1-549 Days

State Bank of Bikaner & Jaipur

1,125.00

1-182 Days

392.82

1-181 Days

Indusind Bank Ltd

-

1,172.99

1-59 Days

Standard Chartered Bank

16,283.17

1-275 Days

19,023.34

1-486 Days

State Bank of Hyderabad

4,500.00

1-275 Days

1,553.92

1-275 Days

State Bank of Indore

1,125.00

1-456 Days

496.76

1-455 Days

Bank of India

-

573.42

1-336 Days

State Bank of India

159,166.55

1-479 Days

70,504.95

1-457 Days

State Bank of Travancore

3,750.00

1-278 Days

1,615.57

1-304 Days

Syndicate Bank

2,496.00

1-455 Days

1,179.61

1-455 Days

The South Indian Bank Ltd

1,000.00

60 Days

903.75

1-60 Days

The Jammu & Kashmir Bank Ltd

1,871.94

275 days

851.42

1-244 Days

Uco Bank

11,664.00

1-273 Days

5,180.08

1-275 Days

United Bank of India

4,500.00

1-455 Days

3,201.54

1-454 Days

Yes Bank Ltd

1,000.00

1 Day

246.21

1 Day

AKA Ausfuhrkredit GmbH

2,661.38

84- 634 Days

75.30

84-634Days

IFCI Ltd.

18,405.78

1-321 Days

11,540.78

1-440 Days

LIC - NCDs

29,000.00

1-341 Days

10,545.29

1-341 Days

LIC Term Loan

-

4,666.78

1-305 Days

SIDBI

3,553.18

91- 275 Days

740.91

1-276 Days

L&T Infrastructure Finance Co Ltd

1,250.00

1 Day

-

Other Including Deferred Payment of Land and Foreign Currency Loans/Bonds

41,152.11

24-570 Days

375,179.13

331,202.11

The Company has not defaulted in repayment dues to the Government.

(ix) The Company has not raised moneys by way of further public offer. Further, in our opinion and according to the information and explanations given to us, the moneys raised by way of debt instruments and term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) I n our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with ScheduleV to the Companies Act, 2013.

(xii) The Company is not a Nidhi company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) I n our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) I n our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For M.P. Singh & Associates

Chartered Accountants

Firm Registration Number: 002183C

(CA Ravinder Nagpal) Partner

Membership No. 081594

Place : New Delhi

Date : May 29, 2017


Mar 31, 2015

We have audited the accompanying financial statements of Jaiprakash Associates Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

Without qualifying our opinion, we draw attention to note 36(d) of the financial statements, relating to the order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of the Competition Act, 2002 and imposing a penalty of Rs, 132360 lacs on the Company. As per directions of the Competition Appellate Tribunal an amount of Rs, 13747 lacs has been deposited which will remain with them and not be disbursed during the pendency of the appeal. Based on the advice of the Company''s counsels as well as its own assessment, the Company believes that it has strong grounds for the success of the appeal, and hence no provision has been considered necessary by the Company in this regard.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 36 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date to the members of Jaiprakash Associates Limited on the accounts of the Company for the year ended 31st March 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification.

(ii) (a) As explained to us, the Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods /real estate, electrical energy services & supplies under EPC contracts. During the course of our audit we have not observed any major weakness in such internal control system.

(v) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit during the year. The Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013; however, with regard to repayment of unpaid matured deposits which had matured for repayment on or before the balance sheet date and were outstanding as at 31st March 2015, the New Delhi Bench of the Hon''ble Company Law Board, vide its order dated 16.02.2015 and subsequent orders for extension of time, the last order being issued on 16.09.2015, has granted time up to 31.12.2015 to repay the balance of unpaid deposits matured as at 31.03.2015 and deposits matured after 31.03.2015.

(vi) We have broadly reviewed the accounts and cost records maintained by the Cement, Power & Real Estate divisions of the Company as prescribed by the Central Government under section 148(1) of the Companies Act, 2013, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records.

(vii) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Provident Fund, Employees'' State Insurance, Income-tax, Service Tax, Sales Tax/ Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, and there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable, except for royalty on limestone amounting to Rs, 858 lacs and electricity duty Rs, 241 lacs.

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax, Sales-tax, Wealth tax, Service Tax, Customs duty, Excise Duty, Value Added Tax or Cess which have not been deposited on account of any dispute, except for the following:

(Rs, lacs)

Name of Statute Period to Forum where dispute is pending (Nature of dues) which amount Commissionarate Appellate relates authorities- Tribunal

Central Excise 1988 - 2015 2,409.66 -

2001 - 2015 - 4,409.46

1995 - 2009 - -

1994 - 1995 - -

Electricity Duty & Cess 1991 - 2002 & - - 2006 - 2015

Sales Tax/VAT 1999 - 2002 & 1,836.21 -

2006 - 2015

2004 - 2005 & - 70.67

2007 - 2011

1998 - 2001, - -

2005 - 2008,

2012 - 2015

2002 - 2008

Entry Tax 2000 - 2001, 643.73 - 2006 - 2008, 2010 - 2012

2010 - 11 - 123.31

2001 - 2002, - -

2011 - 2015

2007 - 2015 - -

Royalty on limestone Up to June - - 2014

Rural Infras- tructure Tax 2005 - 2015 - -

Tax on trans portation 2010 - 2015 - - of goods in Himachal Pradesh

Service Tax 2005 - 2012 - 69,040.13

Levy on transport of 2007 - 2011 - - limestone

Customs - 4,909.85

Income Tax AY 2014-15 1,728.72 -

(Rs, lacs)

Name of Statute Forum where dispute is pending Total (Nature of dues) High Court Supreme Court

Central Excise - - 2,409.66

- - 4,409.46

842.29 - 842.29

- 16.43 16.43

Electricity Duty & Cess 12,612.26 - 12,612.26

Sales Tax/VAT - - 1,836.21

- - 70.67

7,140.73 - 7,140.73

- 9,029.24 9,029.24

Entry Tax - - 643.73

- - 123.31

2,166.29 - 2,166.29

- 19,392.85 19,392.85

Royalty on limestone 16,211.03 - 16,211.03

Rural Infra structure Tax - 1,016.12 1,016.12 Tax on tran sportation - 5,387.17 5,387.17 of goods in Himachal Pradesh

Service Tax - - 69,040.13

Levy on transport of - 582.70 582.70

limestone

Customs - - 4,909.85

Income Tax - - 1,728.72

(c) There are no amounts that were due for being transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder.

(viii) The company does not have any accumulated losses at the end of the financial year, and has incurred cash losses amounting to Rs, 61792 lacs during the financial year covered by our audit and cash losses amounting to Rs, Nil in the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder, except (a) some instances of delay in payment of interest to financial institutions, banks and debenture holders ranging for a period from 24 day to 119 days, which have been subsequently made good, (b) over-due interest on borrowings amounting to Rs, 58008 lacs which is outstanding as at 31st March 2015 for a period of 1 to 83 days and which is being reflected under Note No. 10 - ''Other Current Liabilities'' in the financial statements, and (c) over-due principal repayments of borrowings amounting to Rs, 53812 lacs which is outstanding as at 31st March 2015 for a period of 16 to 83 days and which is being reflected under Note No. 10 - ''Other Current Liabilities'' in the financial statements.

(x) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the company.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M. P. SINGH & ASSOCIATES

Chartered Accountants

Firm Registration Number 002183C



(CA. Ravinder Nagpal)

Partner

M.No. 081594

Place : Noida

Dated : 14th November, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Jaiprakash Associates Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

Without qualifying our opinion, we draw attention to note 34(d) of the financial statements, relating to the order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of the Competition Act, 2002 and imposing a penalty of Rs. 132360 lacs on the Company. As per directions of the Competition Appellate Tribunal an amount of Rs. 13236 lacs has been deposited which will remain with them and not be disbursed during the pendency of the appeal. Based on the advice of the Company''s counsels as well as its own assessment, the Company believes that it has strong grounds for the success of the appeal, and hence no provision has been considered necessary by the Company in this regard.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(Rs. lacs)

Forum where dispute is pending Period to Name of Statute Appellate which amount Supreme Total (Nature of dues) relates Commissi -onarate authorities- High Court Court Tribunal

Central Excise 1988-1992 13.65 - - - 13.65

2000-2002 - 1.32 2.16 - 3.48

2000-2004 - 88.22 - - 88.22

2004-2005 - 150.59 - - 150.59

2005-2007 2.06 - - - 2.06

2005-200 - 64.88 - - 64.88

2005-2008 - 328.69 - - 328.69

2009-2010 2.52 2.02 - - 4.54

2000-2003 - 12.55 - - 12.55

2002-2004 - 72.93 - - 72.93

2004-2006 - - 1.80 - 1.80

2006-2007 - 53.75 - - 53.75

2006-2008 - 10.29 - - 10.29

2007-2008 - 480.81 - - 480.81

2008-2009 - 17.38 224.15 - 241.53

2008-2010 306.19 - - - 306.19

2008-2011 317.42 763.59 - - 1,081.01

2006-2010 138.35 542.28 - - 680.62

2009-2011 1.89 578.70 - - 580.59

2010-2011 24.73 - - - 24.73

2010-2012 3.80 0.16 - - 3.96

2011-2012 5.34 - - - 5.34

2012-2013 13.54 - - - 13.54

2013-2014 - 551.76 - - 551.76

Electricity Duty & Cess 1991-2002 - - 1,844.71 - 1,844.71

2003-2004 - - - 92.49 92.49

2006-2011 - - 10,643.33 - 10,643.33

2008-2014 - - 104.09 - 104.09

U.P. Trade Tax 1998-1999 - - 241.71 - 241.71

2007-2008 130.36 - - - 130.36

2008-2009 12.36 - - - 12.36

2009-2010 - 4.00 - - 4.00

2001-2001 - - 0.73 - 0.73

2010-2011 23.71 - - - 23.71

MPCT/CST 1999-2000 9.83 - - - 9.83

2001-2002 20.38 - - - 20.38

2004-2005 - 58.25 - - 58.25

2005-2006 - - 266.19 - 266.19

2002-2008 - - - 9,029.24 9,029.24

2000-2001 - - 227.23 - 227.23

2006-2008 427.41 - - - 427.41

2007-2008 - - 90.49 - 90.49

2008-2009 - 2.05 - - 2.05

2009-2010 2.93 265.52 - - 268.45

2012-2014 - - 86.85 - 86.85

2010-2011 582.18 170.09 - - 752.26

2013-2014 - - 988.55 - 988.55

Himachal VAT 2013-2014 - - 2,266.69 - 2,266.69

U.P. Entry Tax 2007-2008 - - - 1054.15 1054.15

2008-2009 - - - 2835.65 2835.65

2009-2010 - - - 3161.19 3161.19

2010-2011 - - - 404.42 404.42

2011-2012 - - - 510.95 510.95

2012-2013 - - - 4.28 4.28

2013-2014 - - - 19.97 19.97

M.P.Entry Tax 2000-2001 0.90 - - - 0.90

2001-2002 - - 148.76 - 148.76

2006-2007 9.40 - - - 9.40

2005-2014 - - - 7,729.81 7,729.81

2007-2008 92.07 0.33 - - 92.41

2009-2014 - - - 1,026.89 1,026.89

2010-2011 190.74 5.43 - - 196.16

Himachal Entry Tax 2010-2011 - - 196.07 - 196.07

2011-2012 - - 507.87 - 507.87

2012-2013 - - 335.99 - 335.99

2013-2014 - - 410.00 - 410.00

Royalty on limestone incl Upto Dec 2012 - - 13,738.42 - 13,738.42 interest

Rural Infrastructure Tax Oct 05- Dec-13 - - - 375.31 375.31

Jan-07- Mar- 13 - - - 203.91 203.91

Tax on trans -portation of goods in Himachal 2010-2011 - - - 243.67 243.67 Pradesh

2011-2012 - - - 759.67 759.67

2012-2013 - - - 366.04 366.04

2013-2014 - - - 2,026.40 2,026.40

Service Tax 2009-2010 - 5.13 - - 5.13

Levy on transport of 2007-2011 - - - 582.70 582.70 limestone

Water Cess 2003-2013 - - 197.55 - 197.55

Customs Duty 2012-2013 - 5,781.56 - - 5,781.56

FY 2005-2006 Income Tax –TDS 1,31, 122.00 - - - 1,31,122.00 to 2012-2013

(x) The company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii)According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year. For M.P. SINGH & ASSOCIATES

Chartered Accountants Firm Registration No. 002183C

CA Ravinder Nagpal

Place : Noida Partner

Dated : 27th May, 2014 M.No.081594


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jaiprakash Associates Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

Without qualifying our opinion, we draw attention to note 34(d) of the financial statements, relating to the order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of the Competition Act, 2002 and imposing a penalty of Rs. 1,323.6 crores on the Company. The Company is advised by its counsels that it has a good case for the Competition Appellate Tribunal setting aside the order passed by CCI, and accordingly no provision has been considered necessary by the Company in this regard.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE referred to in paragraph 1 of our report of even date to the members of Jaiprakash Associates Limited on the accounts of the Company for the year ended 31st March 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification.

(c) Fixed assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods /real estate, electrical energy, services & supplies under EPC contracts. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 58a, 58AA and any other provisions of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

(viii) We have broadly reviewed the accounts and cost records maintained by the Cement & Power divisions of the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records.

(ix) (a) As per records produced before us, the Company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it, with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

(Rs. lacs)

Period to Name of Statute which amount (Nature of dues) relates Commissionarate

Central Excise 1988-92 13.65

2000-02 -

2000-04 -

2004-05 -

Name of Statute Forum where dispute is pending Appellate Supreme Total authorities- High Court Court Tribunal

Central Excise - - - 13.65

1.32 2.16 - 3.48

88.22 - - 88.22

150.59 - - 150.59

(x) The company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvii)According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii)According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year.

For M.P. SINGH & ASSOCIATES

Chartered Accountants

Firm Registration No. 002183C

(CA Ravinder Nagpal)

Place : Noida Partner

Dated : 4th May, 2013 M.No.081594


Mar 31, 2012

1. We have audited the attached Balance Sheet of Jaiprakash Associates Limited as at 31st March, 2012 and also the annexed Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Jaiprakash Associates Limited management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the Financial Statements are prepared free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report, are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2012 from being appointed as a director, in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2012, of Jaiprakash Associates Limited.

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification.

(c) Fixed assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods / real estate, electrical energy, services & supplies under EPC contracts. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 58A, 58AA and any other provisions of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

(viii) We have broadly reviewed the accounts and cost records maintained by the Cement & Power divisions of the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records.

(ix) (a) As per records produced before us, the Company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute are stated hereunder:

(Rs. lacs)

Forum where dispute is pending Period to Name of Statute (Nature of dues) which amount Appellate Supreme relates Commissio narate authorities- High Court Court Tribunal Central Excise 1988-92 - - - -

1999-01 - 0.65 - -

2000-02 - 1.32 - 2.16

2000-04 - 88.22 - -

2004-05 - 140.97 - -

2005-07 2.06 - - -

2005-06 - 64.88 - -

2007-09 - 585.07 - -

2009-10 2.52 819.92 - -

2000-01 - - - -

2000-03 7.11 12.55 - -

2002-04 - 72.93 - -

2004-06 - - 1.80 -

2006-07 - 0.58 - -

2007-08 - 480.81 - -

2008-09 19.08 321.30 - -

2006-10 - 552.28 - -

2009-11 580.72 - - -

Electricity Duty & Cess 1991- 2002 - - 1,844.71 -

2003- 2004 - - - 50.64

2003- 2004 - - - 41.85

U.P. Trade Tax 1998-99 - - - 241.71

1999-00 - - - 480.15

2000-01 - - 0.73 810.29

2001-02 - - - 711.14

2002-03 - - - 584.78

2003-04 - - - 289.77

2004-05 - - - 612.94

2007-08 68.47 57.28 - -

2010-11 3.76 - - -

U.P.Entry Tax 2008-12 - - - 44.20

2007-08 - - - 1,054.14

2008-09 - - - 2,817.38

2009-10 - - - 3,145.02

2010-11 - - - 401.49

2011-12 - - - 555.05

M.P.Entry Tax 2000-01 0.90 - - -

2001-02 - - 148.75 -

2006-07 57.34 - - - 2005-12 - - - 4,785.81

2007-08 95.39 - - -

2009-11 - - - 206.94

Himachal Entry Tax 2010-11 - - 261.27 -

2011-12 - - 509.97 -

MPCT/CST 1999-00 - 9.83 - -

2001-02 20.38 - - -

2004-05 - 34.65 - -

2005-06 - - 266.19 -

2002-08 - - - 9,030.66

2000-01 - - 227.23 -

2007-08 16.82 - 90.49 -

2009-10 - - - -

2010-11 - - - -

2011-12 - - 89.15 -

Royalty on limestone incl interest Upto Dec 2008 - - 8,844.98 -

Rural Infrastruc ture Tax Oct 05- Dec 09 - - - 289.30

Tax on transport ation of goods in 2010-11 - - 243.67 - Himachal Pradesh

2011-12 - - 759.67 -

Service Tax 2008-09 - 138.65 - -

2009-10 - 5.13 - -

Forest Transit fee - - - 1,730.99

Levy on transport of limestone 2007- 2011 - - - 582.70

Income Tax AY 2009-10 4,082.16 - - -



Name of statute (Nature of dues ) Total

Central Excise 13.65

0.65

3.48

88.22

140.97

2.06

64.88

585.07

822.44

-

19.66

72.93

1.80

0.58

480.81

340.38

552.28

580.72

Electricity Duty & Cess 1,844.71

50.64

41.85

U.P. Trade Tax 241.71

480.15

811.02

711.14

584.78

289.77

612.94

125.75

3.76

U.P. Trade Tax 44.20

1,054.14

2,817.38

3,145.02

401.49

555.05

M.P. Entry Tax 0.90

148.75

57.34

4,785.81

95.39

206.94

Himachal Entry Tax 261.27

509.97

MPCT/CST 9.83

20.38

34.65

266.19

9,030.66

227.23

107.31

-

-

89.15

Royalty on limestone incl interst 8,844.98

Rural Infrastructure Tax 289.30

Tax on transportation of goods in 243.67 Himachal Pradesh

759.67

Service Tax 138.65

5.13

Forest Transit fee 1,730.99

Levy on transport of limestone 582.70

Income Tax 4,082.16

(x) The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii)According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year.

For M.P. SINGH & ASSOCIATES

Chartered Accountants

Firm Registration No.002183C

(CA M.P. SINGH)

Place : Noida Partner

Dated : 30th May, 2012 M.No.1454


Mar 31, 2011

1. We have audited the attached Balance Sheet of Jaiprakash Associates Limited as at 31st March 2011 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Jaiprakash Associates Limited management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the Financial Statements are prepared free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and Significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2011 from being appointed as a director, in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with Significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

(ii) in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March 2011, of Jaiprakash Associates Limited.

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification.

(c) Fixed assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods /real estate, electrical energy, services & supplies under EPC contracts. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 58A, 58AA and any other provisions of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

(viii) We have broadly reviewed the accounts and cost records maintained by the Cement & Power divisions of the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records.

(ix) (a) As per records produced before us, the Company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it, with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income- tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

Rs. Lakhs

Forum where dispute is pending Name of Statute Period to which Appellate authorities- High Supreme Total (Nature of dues) amount relates Commissionarate Tribunal Court Court

Central Excise

1988-92 13.65 - - - 13.65

2000-02 - 1.32 2.16 - 3.48

2000-03 - 12.55 - - 12.55

2000-04 - 88.22 - - 88.22

2002-04 - 72.93 - - 72.93

2003-06 - - 3.62 - 3.62

2004-05 - 140.97 - - 140.97

2005-06 - 64.88 - - 64.88

2005-07 2.06 - - - 2.06

2006-07 - 0.58 - - 0.58

2007-08 - 480.81 - - 480.81

2007-09 - 585.07 - - 585.07

2008-09 - 321.30 - - 321.30

2006-10 807.63 - - - 807.63

2009-10 - 819.92 - - 819.92

2005-10 - - 552.84 - 552.84

2009-11 4.68 - - - 4.68

Electri- city Duty & Cess

1991-02 - - 1,844.71 - 1,844.71

2003-04 - - - 92.49 92.49

U.P. Trade Tax

1998-99 - - 235.04 - 235.04

1999-00 - - - 480.15 480.15

2000-01 - - - 810.29 810.29

2001-02 - - - 711.14 711.14

2002-03 - - - 584.78 584.78

2003-04 - - - 289.77 289.77

2004-05 - - - 612.94 612.94

2007-08 - 57.28 - - 57.28

U.P. Entry Tax

2003-04 - - - 256.53 256.53

2004-05 - - - 53.00 53.00

2005-06 - - - 452.75 452.75

2006-07 - - - 366.74 366.74

2007-08 - - 1,304.45 1,262.85 2,567. 30

2008-09 81.84 - 3,462.52 - 3,544.36

2009-10 202.68 - 3,804.60 - 4,007.28

2008-11 - - 83.92 - 83.92

2010-11 11.01 - 488.80 - 499.81

M.P. Entry Tax

2000-01 0.90 - - - 0.90

2001-02 - - 148.75 - 148.75

2004-05 12.67 - - - 12.67

2006-07 57.34 - - - 57.34

2007-08 211.95 - - - 211.95

2005-11 - - - 3,481.81 3,481. 81

2008-11 - - - 2.45 2.45

Himachal Pradesh Entry Tax 2010-11 - - 363.38 - 363.38

MPCT/ CST 1999-00 9.83 - - - 9.83

2001-02 20.38 - - - 20.38

2004-05 - 48.14 - - 48.14

2005-06 - - 252.70 - 252.70

2006-07 - 23.60 - - 23.60

2007-08 50.06 - - - 50.06

Royalty on limestone including interest

Upto Dec 2008 - - 9,034.98 - 9,034. 98

Building and Other Construc- tion Workers Welfare Cess 2008-11 - - 234.04 - 234.04

Rural Infra- struc- ture Tax

Oct 05- Dec09 - - - 289.30 289.30

Tax on transport- ation of goods in Himachal Pradesh

2010-11 - - 243.67 - 243.67

Service Tax 2008-09 - 185.00 - - 185.00

Income Tax AY 2008-09 399.85 - - - 399.85

(x) The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end.

(xx) A the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year.

For M.P. SINGH & ASSOCIATES

Chartered Accountants

Firm Regn No. 002183C

(CA M.P. Singh)

Partner M.No.1454

Place : Noida

Dated : 12 August 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Jaiprakash Associates Limited as at 31st March 2010 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Jaiprakash Associates Limited management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the Financial Statements are prepared free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Sub- section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2010 from being appointed as a director, in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

(ii) in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March 2010, of Jaiprakash Associates Limited. (i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The situation of the moveable assets used in the construction activity keeps on changing from works sites depending upon requirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. According to the information given to us and to the best of our knowledge, no material discrepancies were noticed on such physical verification.

(c) Fixed assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods /real estate, electrical energy, services & supplies under EPC contracts. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 58A, 58AA and any other provisions of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) In our opinion the Company has an internal audit system commensurate with the size & nature of its business.

(viii) We have broadly reviewed the accounts and cost records maintained by the Cement & Power divisions of the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records.

(ix) (a) As per records produced before us, the Company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it, with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

(Rs.Lakhs.)

Name of Statute Period to which Forum where dispute is pending (Nature of dues) amount relates Commissi onarate Appellate authorities- High Tribunal Court

Income Tax AY 2007-08 505.77

Central Excise 1988-91 13.65

2000-02

2000-04 88.22

2004-05 140.14

2005-07 2.06

2005-08 2.05

2005-10 481.89

Electricity Cess 2003-04 U.P. Trade Tax 1998-99 241.71

1999-00

2000-01

2001-02

2002-03

2003-04

2004-05

U.P.Entry Tax 2003-04

2004-05

2005-06

2006-07

2007-08

2008-09 123.06

2009-10 239.57

M.P.Entry Tax 2000-01 0.90

2001-02 148.75

2006-07 57.34

2007-10 2,124.27

2007-08 222.58

MPCT/CST 1999-00 9.83

2001-02 20.38

2005-06 76.05 34.65

Royalty on limestone Upto Dec 2008 5,312.94 Building and Other Construction Workers Welfare Cess 2008-10 132.35

Rural Infrastructure Tax Oct 05- Dec09

Total Name of Statue Supreme Court

Income Tax Central Excise 505.77

13.65

2.16 2.16

88.22

140.14

2.06

2.05

481.89

Electricity Cess U.P. Trade Tax 92.49 92.49

241.71

480.15 480.15

810.29 810.29 711.14 711.14 584.78 584.78 289.77 289.77 612.94 612.94

U.P.Entry Tax 213.66 213.66 133.00 133.00 449.43 449.43 375.61 375.61

2,293.71 2,293.71

3,462.52 3,585.58

3,804.60 4,044.17

M.P.Entry Tax 0.90

148.75

57.34

2,124.27

222.58

MPCT/CST 9.83

20.38

110.70

Royalty on limestone Building and Other Construction Workers Welfare Cess Rural Infrastructure Tax 5,312.94

132.35

289.30 289.30

(x) The company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of Para 4 of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the year under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non- convertible debentures issued and outstanding at the year end.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year.

For M.P. SINGH & ASSOCIATES Chartered Accountants

(CA M.P. Singh)

Partner Place : New Delhi M. No.1454

Dated : 30th May, 2010 Firm Regn. No. 002183C

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