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Directors Report of Jaypee Infratech Ltd.

Mar 31, 2018

The 11^th Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2018 is hereby presented to the members of Company.

The Company is undergoing Corporate insolvency Resolution Process (CiR Process) under the provisions of the insolvency and Bankruptcy Code 2016 (iBC) in terms of order dated 9^th August, 2017 passed by Hon''ble National Company Law Tribunal (NCLT), Allahabad Bench. Pursuant to the initiation of CiR Process, vide aforesaid order, the adjudicating authority appointed Mr. Anuj jain, as interim Resolution Professional (iRP) to carry the functions as mentioned under the Code and later on Committee of Creditors (CoC) approved the appointment of Mr. Anuj jain, the iRP as Resolution Professional (RP). Since then, the Company''s business and assets are being managed by the RP on a going concern basis. The matter is also pending in Hon''ble Supreme Court in writ petition (Civil) No. 744/2017. Any outcome of CiR Process is subject to final decision of Hon''ble Supreme Court of India in the said matter.

As per the Corporate insolvency Resolution Process (CiRP), the Resolution Plan submitted by prospective Resolution Applicant has not been approved by CoC within the mandatory 270 days period. Until further directions from Hon''ble Supreme Court the financial statements for the year ended 31^st March, 2018 have been prepared on a going concern Basis.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company (Standalone) for the financial year ended 31 ^st March, 2018 is summarized below:-

(Rs. in Crores)

	PARTICULAR	Current year ended 31.03.2018	Previous Year ended 31.03.2017
(A)	PROFITABILITY
1	Gross Total Revenue	(62.25)	965.88
2	Total Expenses (except depreciation & finance costs)	596.37	1325.69
3	Finance Costs	1119.21	841.39
4	Depreciation & amortization	40.54	41.27
5	Total Expenses (2:4)	1756.12	2208.35
6	Profit/(Loss) before Exceptional/Extra-ordinary items	(1818.37)	(1242.47)
7	Exceptional/Extra-ordinary items	-	-
8	Profit/(Loss) before Tax	(1818.37)	(1242.47)
9	Profit/(Loss) after Tax	(1818.37)	(876.38)
10	Other Comprehensive income	(0.34)	(0.31)
11	Total Comprehensive Income	(1818.71)	(876.69)

(Rs. in Crores)

(B)	ASSETS & LIABILITIES
1	Non Current Assets	10657.63	11138.35
2	Current Assets	7861.42	7062.71
3	Total Assets (1 2)	18519.05	18201.06
4	Equity Share Capital	1388.93	1388.93
5	Other Equity	1923.28	3954.00
6	Non Current Liabilities	7221.37	7402.71
7	Current Liabilities	7985.47	5455.42
8	Total Equity & Liabilities (4 5 6 7)	18519.05	18201.06

2. RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

jaypee infratech Limited (jiL) has developed Yamuna Expressway project which inter-alia includes 165 km six lane access controlled expressway from Noida to Agra with provision for expansion to eight lane with service roads and associated structures. Yamuna Expressway was opened for the public on 9^th August, 2012 and commenced toll collection w.e.f. 16^th August, 2012.

The Average Annual Daily Traffic (AADT) for the year ended on 31^st March, 2018 was 26,140 PCUs as compared to 24,094 PCUs for the previous year ended on 31^st March, 2017, which is higher by 8.50% over the previous year.

The revenue from Toll Collection for the year ended 31^st March, 2018 aggregated to Rs. 325.73 crores as compared to Rs.292.72 Crores for the previous year ended 31^st March, 2017, which is higher by 11.28% over the previous year.

The Average Annual Daily Traffic (AADT) and Toll Revenue registered a Compound Annual Growth Rate (CAGR) of 21% and 28% respectively, since commencement of commercial operations on 16^th August, 2012.

The Company has also undertaken development of its Land Parcel-1 at Noida, Land Parcel-3 at Mirzapur and Land Parcel-5 at Agra. Out of total 32732 nos. of residential units sold by the company, the company has provided Offer of Possession (OOPs) for 7541 nos. of residential units as off 31.03.2018, out of which 2608 nos. of OOPs have been issued since 09.08.2017 i.e. commencement of Corporate insolvency Resolution Process (CiRP) against the company.

3. INDIAN ACCOuNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared as per ind AS.

4. DIVIDEND

In view of ongoing CIR Process vide order dated 09-08 2017 of Hon''ble NCLT, Allahabad Bench, the matter was not considered.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves.

6. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31^st March, 2018 the Authorized Share Capital of the Company was Rs.3000 Crores. The Paid-up Share Capital of the Company as on 31^st March, 2018 was Rs.1388,93,34,970 divided into 138,89,33,497 Equity Shares of Rs.10 each.

During the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

7. NON-CONVERTIBLE DEBENTURES

As at 31^st March, 2018, the Secured Redeemable Non-Convertible Debentures (NCDs) of the Company aggregates to Rs.211.95 Crore. The said Debentures are listed on BSE Limited.

The Trustee for the said Debentures is M/s Axis Trustee Services Limited.

8. SUBSIDIARY COMPANY

As on 31^st March, 2018, the Company has one subsidiary âjaypee Healthcare Limited (jHCL)â which was incorporated on 30^th October, 2012 as wholly owned subsidiary of the Company with a vision of promoting world-class healthcare by providing quality and affordable medical care with commitment. jaypee Healthcare Limited has already established a 504 bed Super Speciality Hospital at Noida which is currently operational.

Financial Performance of the Subsidiary Company

During the Financial year 2017-18, the annual revenue was Rs.269 Crores which was higher by 36% over previous year. The Company''s earnings before interest, taxes, Depreciation and amortization (EBiDTA) stood at a loss of Rs.6.49 Crores as compared to the loss of Rs.21.14 Crores in the previous year. The net loss after taxation and exceptional items was Rs.102.40 Crores in the current financial year. The Company anticipate a positive EBiDTA in the coming year.

jaypee Hospital, Noida established itself as a major Transplant Centre by performing 208 Transplants which includes 148 Kidney Transplants and 60 Liver Transplants. The Key specialties such as Cardiac, Orthopedics, Renal Sciences and Oncology contributed about 50% of the Company''s total revenue in the Financial Year 2017-18.

jaypee Hospital, Noida conducted 382 health talks & camps and 51 Continuing Medical Education (CME) programmes across the country. The number of OPDs at jaypee Hospital, Noida increased by 26% from 1,35,000 to 1,70,000. The international revenue increased by 65% from Rs.43 Crore to Rs.71 Crore over the previous Year.

During the year under review, the Company commenced iPD operations at jaypee Hospital, Chitta from june, 2017.

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

(Rs. In Crores.)

	Particular	Year ended 31-03-2018	Year ended 31-03-2017
(A)	PROFITABILITY
1	Gross Total Revenue	269.48	198.21
2	Total Expenses	371.89	310.95
3	Exceptional/Extra-ordinary items	-	-
4	Profit /(Loss) before Tax	(102.41)	(112.74)
5	Profit/ (Loss) after Tax	(102.41)	(112.74)
6	Total Comprehensive Income	(102.29)	(112.71)
(B)	ASSETS & LIABILITIES
1	Non Current Assets	921.86	806.22
2	Current Assets	67.40	70.23
3	Total Assets (1 2)	989.26	876.44
4	Equity Share Capital	427.50	427.50
5	Other Equity	(279.61)	(177.32)
6	Non Current Liabilities	525.50	480.35
7	Current Liabilities	315.88	145.92
8	Total Equity & Liabilities (4 5 6 7)	989.26	876.44

9. CONSOLIDATED FINANCIAL STATEMENTS

The Statement containing salient features of the financial statements of the subsidiary company, in the prescribed format AOC-1, has been annexed as Annexure-I to this Report in terms of Section 129 (3) of the Companies Act, 2013.

The Audited Financial Statements including the Consolidated Financial Statements of the Company with its subsidiary company and related information thereto alongwith the Standalone Audited Financial Statements of the subsidiary Company prepared in accordance with the indian Accounting Standard (ind AS - 110) on Consolidated Financial Statements is provided in this Annual Report and is also available on the website of the Company at www.jaypeeinfratech.com. These documents will be available for inspection during business hours at the Registered Office of the Company.

10. DIRECTORATE & KMPs

10.1 Changes in the Board / KMPs

The changes in the Board of Directors and Key Managerial Personnel upto 31-07-2017 have already been covered in the 10^th Annual Report. Thereafter, Shri R B Singh resigned from the post of Director and Chief Financial Officer w.e.f. 15^th january, 2018. Shri Pramod Kumar Aggarwal was appointed as Chief Financial Officer w.e.f. 22^nd january, 2018.

10.2 Retirement by Rotation

Shri Sunil Kumar Sharma and Shri Sameer Gaur, would retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The proposals for their re-appointment will be included in the Notice of the Annual General Meeting.

10.3 Key Managerial Personnel

The details about the Whole-time Key Managerial Personnel are given in the Corporate Governance Report which forms part of the Annual Report.

10.4 Declarations of Independence

The Company had, in due course, received Declarations of Independence from all the Independent Directors confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ).

10.5 Board Evaluation

As the Company is under CiR Process vide order dated 9^th August, 2017 of Hon''ble NCLT, Allahabad Bench, the powers of the Board of Directors continue to remain suspended and the affairs of the Company are being conducted by iRP/RP However, a meeting of the independent Directors was held on 30^th March, 2018 for the financial year 2017-18.

10.6 Familiarization of Independent Directors

The details of programmes for familiarization of independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters are available on the Company''s website at www. jay peeinf ratech. com.

10.7 Remuneration Policy

The Company has in place the following policies that were duly approved by the Board on the recommendations of the Nomination and Remuneration Committee prior to commencement of CIR Process:

a) Policy for selection of Directors and determining Directors'' independence which is annexed as Annexure II-A to this Report.

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees which is annexed as Annexure II-B to this Report.

11. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, based on internal financial controls, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by the management and with the concurrence of the Audit Committee prior to commencement of CiR Process and subsequently of the IRP that for the year ended 31^st March, 2018, the confirmation is hereby given for the Company having:

a) Followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures.

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Prepared the annual accounts on a going concern basis.

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate, operating effectively and the same are being strengthened on continuous basis from time to time.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Board met three times during the Financial Year under report as the Company is under Corporate insolvency Resolution Process vide order dated 9th August, 2017 of Hon''ble NCLT under the insolvency Code and therefore, the powers of board of directors stand suspended and are being excercised by the resolution professional in accordance with Sections 17 and 23 of the insolvency Code from the aforesaid date. The details of meetings are given in the Corporate Governance Report that forms part of this Annual Report.

13. COMMITTEES OF THE BOARD

The Board has six committees namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Finance Committee and Fund Raising Committee. The Board has a defined set of guidelines, duties and responsibilities and an established framework commensurate with the applicable provisions of the Companies Act and Listing Regulations for conducting the meetings of the said Committees. A detailed note on the Board of Directors and its committees, their scope etc. is provided under the Corporate Governance Report section of this Annual Report. The Company is under Corporate insolvency Resolution Process vide order dated 9th August, 2017 of Hon''ble NCLT under the insolvency Code and therefore, the powers of board of directors stand suspended and are being excercised by the resolution professional in accordance with Sections 17 and 23 of the insolvency Code from the aforesaid date. The details of meetings are given in the Corporate Governance Report that forms part of this Annual Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulations'') is provided in this Annual Report together with the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations.

A Certificate of the Chairman cum Managing Director and Chief Financial Officer of the Company in terms of the Listing Regulations, inter-alia, confirming correctness of the Financial Statements and Cash Flow Statements, adequacy of internal control measures and reporting of matters to the Audit Committee/iRP, is annexed to the Report on Corporate Governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations and financial position of the Company, as stipulated under Regulation 34(2)(e) the Listing Regulations is presented in a separate section forming part of this Annual Report.

16. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments made by the Company during the year, along with the purpose for which such loan or guarantee or security is utilized / proposed to be utilized are provided in Note 11, 13, 16 and 21 of the accompanying Standalone Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Till the commencement of CiR Process, all Related Party Transactions entered into were in the ordinary course of business and on an arm''s length basis and were not considered material in terms of the Company''s Policy on materiality of related party transactions, which may be accessed on the website of the Company at the following link http://www.jaypeeinfratech.com/policies/Policy-on-Related-Party-Transactions.pdf. Since commencement of CiR Process, such transactions, if any, are being carried out in accordance with insolvency Code.

Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-III to this report.

The disclosure of transactions with related parties, if any, as required under indian Accounting Standard (ind AS) 24, is set out in Note No. 44 of the accompanying Standalone Financial Statements.

18. RISK MANAGEMENT

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Risks are analysed and corrective actions are taken for managing/mitigating them. Major risks identified were/are systematically discussed at the meeting of the Audit Committee/ Board of Directors or by iRP/RP/CoC of the Company. in line with the regulatory requirements, the Company has in place framed the Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

19. VIGIL MECHANISM

The Company has in place Whistle Blower (Vigil) Mechanism for its Directors and Employees to report instances of any genuine concerns/grievances about any suspected or actual misconduct/ malpractice/ fraud/ unethical behavior without fear of intimidation or retaliation. The Policy on Whistle Blower (Vigil) Mechanism may be accessed on the Company''s website at www.jaypeeinfratech.com.

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company''s internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The compliance of checks and balances is ensured by the internal Auditor and Statutory Auditors of the Company. The Board had also adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of the reliable financial disclosures. During the year under report, the Company has, in all material respects, an adequate internal financial control systems over financial reporting and the same are operating effectively.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee, brief details whereof are provided in the Report on Corporate Governance. The Company has also framed a CSR Policy, as recommended by the CSR Committee and approved by the Board of Directors of the Company. The said CSR Policy is available on the Company''s website at www.jaypeeinfratech. com. Further, the CSR activities as mentioned in the Company''s CSR Policy are carried out under the guidance of the said Committee.

The Company was not required to spend any amount on the bases of the average net profits during the three immediately preceding financial years, on the Company''s CSR activities during the Financial Year 2017-18. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

22. AUDITORS AND AUDITORSâ REPORT

22.1 STATUTORY AUDITORS

in terms of the provisions of Section 139(2) of the Companies Act, 2013, M/s Dass Gupta & Associates, Chartered Accountants (Firm Registration No. 000112N) were appointed as the Statutory Auditors of the Company for a term of 5 consecutive years to hold office from conclusion of the 10^th AGM till the conclusion of the 15^th AGM to be held in the year 2022, subject to ratification at every Annual General Meeting. However, MCA vide notification dated 07.05.2018 has done away with the requirement of ratification at every Annual General Meeting.

M/s Dass Gupta & Associates, Chartered Accountants have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the iCAi. They have also furnished a declaration confirming their independence as well as their arm''s length relationship with the Company.

The Auditors'' Report furnished by M/s Dass Gupta & Associates on the financial statements for the financial year ended 31^st March, 2018 contains the following observations:

Point No. (viii) of Annexure-B of the Auditorsâ Report on Standalone Financial Statements

Based on the audit procedure and according to the information and explanations given to us, we are of the opinion that the company has defaulted in repayment of principal and/or interest to banks, financial institutions & debenture holders wherein the period of delay ranges from 1 to 933 days.

Details of overdue interest on borrowings amounting to Rs.22,59,00,65,360 reflected in Note no. 21 to the standalone Ind AS financial statements which was outstanding as at 31^st March, 2018 are given below:

Name of Lender	Interest Default (In '')¹	Period of Default*
Axis Bank	20,21,58,945	1 to 304 days
Corporation Bank	1,95,33,34,141	1 to 852 days
ICICI Bank	29,15,68,707	1 to 274 days
IIFCL	2,26,21,61,583	1 to 608 days
State Bank of india	1,54,39,36,543	1 to 639 days
Bank of Maharashtra	1,15,36,43,768	1 to 821 days
IDBI Bank	9,54,86,15,791	1 to 608 days
jammu & Kashmir Bank	64,96,74,541	1 to 790 days
Syndicate Bank	1,00,16,50,648	1 to 821 days
IFCI Limited	77,79,98,789	1 to 700 days
Union Bank of India	93,59,18,470	1 to 829 days
LIC of India	2,19,51,41,938	1 to 851 days
SREI Equipment Finance Limited	7,42,61,497	1 to 197 days
Total	22,59,00,65,360

*As per agreement with respective banks/financial institutions subject to CIR Process.

Details of overdue principal repayments of borrowings amounting to Rs.9,10,52,78,609/- reflected in Note no. 21 to the standalone Ind AS financial statements which was outstanding as at 31^st March, 2018 are given below:

Name of Lender	Principal Default (In '')*	Period of Default*
Axis Bank	11,95,00,000	90 days
Corporation Bank	76,00,00,000	454 days
iCiCi Bank Ltd.	6,00,00,000	89 days
State Bank of india	1,29,40,00,000	454 days
Bank of Maharashtra	77,50,00,000	454 days
iDBi Bank	1,13,00,00,000	454 days
jammu & Kashmir Bank	6,00,00,000	89 days
Syndicate Bank	77,50,00,000	454 days
iFCi Limited	4,60,00,000	89 days
Union Bank of India	76,00,00,000	454 days
LIC of India	3,24,00,00,000	933 days
SREI Equipment Finance Limited	8,57,78,609	136 days
Total	9,10,52,78,609

*As per agreement with respective banks/financial institutions subject to CIR Process

Companyâs Reply

The company is undergoing CiR Process under the provisions of the insolvency and Bankruptcy Code, 2016 (Code) in terms of Order dated 9^th August, 2017 passed by Hon''ble National Company Law Tribunal, Allahabad Bench (NCLT).

The payment to the Financial Creditors ( including lenders) is incumbent upon the final outcome of the CIR Process.

The remaining Notes to the financial statements are self-explanatory and do not call for any further comments.

During the year under report, no fraud was reported by the Auditors under second proviso to Section 143 (12) of the Companies Act, 2013.

22.2 SECRETARIAL AUDITOR

Ms. Sunita Mathur, Practising Company Secretary, is the Secretarial Auditor of the Company and conducted the secretarial audit for the Financial Year ended 31^st March, 2018, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year ended 31^st March, 2018 is annexed as Annexure V to this Report. The Secretarial Audit Report furnished by Ms Sunita Mathur for the financial year ended 31^st March, 2018 contains some observations that are self-explanatory and need no further comments. On other observations Company''s reply under section 134(3)(f)(ii) of the Companies Act, 2013 is as under:

a) Observation : Under RERA Registration of 27 projects the name of jaiprakash Associates Limited is not registered under Contractor.

Companyâs Reply : The Company is under process of compliance.

b) Observation : The Company is not complying with the provisions of the Contract Labour (Regulation & Abolition) Act, 1970 and the Contract Labour (R&A) Rules, 1975. Companyâs Reply : The Company has made the necessary compliances.

c) Observation : No Board or committee meeting was held in Quarter 3 (Period starting from 1 October 2017 to 31 December 2017.

Companyâs Reply : The Company is under Corporate insolvency Resolution Process and the powers of the Board are suspended and are being exercised by the RP/iRP Consequently no Board Meeting was held in this quarter. However, a meeting was held in january to March 2018 quarter.

d) Observation : MCA vide its letter No. SRN G10080273/2/2016 - CL-Vii dated 31^st August, 2017 has rejected and closed company application for reappointment and payment of remuneration to Smt Rekha Dixit as Whole Time Director for the period of 3 years w.e.f. 01/06/2016 to 31/05/2019 under section 196, 197 r/w Schedule V of the Companies Act, 2013.

Companyâs Reply : The application was processed in accordance with the internal procedures of the Ministry and the application was closed and filed. Section 197 of the Act has since been amended by the Companies (Amendment) Act, 2017. The new provisions of amended section have done away with the Central Government approval and the remuneration can now be approved by the shareholders. Accordingly, the Company will take requisite approvals as per the provisions as may be applicable at that point of time.

e) Observation : Subsequent to inspection under the Companies Act, 2013 Company has received two Show Cause Notices from Registrar of Companies on 29.11.2017 U/s 125 of the Companies Act, 1956( For FY ended 31.03.2014) and U/s 266F of the Companies Act, 2013 (For FY ended 31.03.2011).The Company has submitted its reply. Subsequently, vide letter dated 16^th March, 2018, the Company has informed the Registrar of Companies that it is opting to compound the offence and requested not to proceed with filing the prosecution against the Company.

Companyâs Reply : Whereas the Company believes that no violation of the provisions of Sections 125 and Section 266F was committed, however, taking into consideration the nature, extent, scope and seriousness of the act and to avoid unnecessary complications of litigation, the company has informed RoC, Kanpur that it will file compounding applications seeking certain reliefs in respect of both show cause notices.

f) Observation : RP has filed a petition in NCLT under Sections 66, 67, 48 (1) c and 44 of insolvency and Bankruptcy Code, 2016 against jaiprakash Associates Ltd. and the directors of the Company in respect of creation of security in favour of banks for the loans granted to jaiprakash Associates Limited (the holding company). The matter is sub-judice.

Companyâs Reply : The replies have been filed by the Respondents to the petition. The matter is sub-judice.

22.3 COST AuDITORS

M/s jatin Sharma & Co., Cost Accountants (Firm Registration No. 101845), is the Cost Auditor of the Company and conducted the audit of the cost records for the Financial Year 2017-18 as required under Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

23. FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013. in terms of the provisions of investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, during the year under report, the Company has transferred to the investor Education and Protection Fund the principal / interest amounts that remained unclaimed for seven years on 1^st january, 2018 and 31^st March, 2018 and were deposited with iEPF on 8^th February, 2018 and 26^th April, 2018 respectively.

The Company has been granted extensions of time for repayment of the existing fixed deposits, by the Hon''ble Company Law Board (CLB)/ National Company Law Tribunal (NCLT) vide its Orders passed from time to time and has made repayment of certain fixed deposits along with interest upto the date of maturity in compliance of the directions of Hon''ble NCLT.

As on 1^st April, 2014, when new provisions of Companies Act, 2013 regulating the acceptance of deposits by the Company were introduced, the Company had 46,253 outstanding Fixed Deposits aggregating Rs.451.76 crores (including interest). Upto 30^th April, 2018, the Company has settled 40,069 fixed deposits aggregating Rs. 332.55 crores. Consequently, there were 6124 outstanding fixed deposits aggregating Rs.119.22 crores as on that date. The Company made continuous efforts to settle remaining Fixed Deposits within the time granted / as might be granted by Hon''ble NCLT.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is annexed as Annexure VI to this Report.

25. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return for the Financial Year ended 31^st March, 2018, in prescribed Form MGT-9, in terms of Section 92(3) of the Companies Act, 2013, annexed herewith as Annexure VII to this Report.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of remuneration to be disclosed by listed companies, in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure VIII-A, which forms part of this Annual Report.

b) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure VIII-B, which forms part of this Annual Report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year under report, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy and internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under report, the Company has not received any complaint.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY; AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments which adversely affected the financial position of the Company after the end of Financial Year to the date of report except the Hon''ble NCLT, Allahabad Bench orders related to CIR Process issued from time to time.

30. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to the Management''s Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute âforward looking statements'' within the meaning of applicable laws and regulations. Though the expectations are based on reasonable assumptions, the actual results may differ.

31. ACKNOWLEDGEMENT

The Company places on record its sincere appreciation and gratitude for the assistance and co-operation received from the Financial institutions, Banks, Government authorities, Customers and Vendors during the year under report. Your Company also wishes to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For Jaypee Infratech Limited

(Company under Corporate insolvency Resolution Process)

Place: Noida Manoj Gaur

Dated: 17^th May, 2018 Chairman-cum-Managing Director

DIN- 00008480

Mar 31, 2017

The Members,

The Directors of your Company present the 10^th Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company (Standalone) for the financial year ended 31^st March, 2017 is summarized below:-

(Rs. in Crore)

	PARTICULARS	Current Year ended 31.03.2017	Previous Year ended 31.03.2016
(A)	PROFITABILITY
1	Gross Total Revenue	965.88	2808.54
2	Total Expenses (except depreciation & finance costs)	1325.69	2201.23
3	Finance Costs	841.39	1028.20
4	Depreciation & amortization	41.27	34.06
5	Total Expenses (2:4)	2208.35	3263.49
6	Profit/(Loss) before Exceptional/Extra-ordinary items	(1242.47)	(454.95)
7	Exceptional/Extra-ordinary items	-	-
8	Profit/(Loss) before Tax	(1242.47)	(454.95)
9	Profit/(Loss) after Tax	(876.39)	(357.00)
10	Other Comprehensive income	(0.30)	(0.31)
11	Total Comprehensive Income	(876.69)	(357.31)

(B)	ASSETS & LIABILITIES
1	Non Current Assets	11247.66	10738.42
2	Current Assets	6953.35	7561.45
3	Total Assets (1 2)	18201.01	18299.87
4	Equity Share Capital	1388.93	1388.93
5	Other Equity	3954.00	4618.69
6	Non Current Liabilities	7402.67	8502.92
7	Current Liabilities	5455.41	3789.33
8	Total Equity & Liabilities (4 5 6 7)	18201.01	18299.87

*Note: The figures for the year ended 31^st March, 2016 as given above have undergone change from the figures mentioned in the Directorsâ report of the last year due to implementation of the Indian Accounting Standards (Ind AS).

2. RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

Jaypee infratech Limited (JIL) has developed Yamuna Expressway project which inter-alia includes 165 km six lane access controlled expressway from Noida to Agra with provision for expansion to eight lane with service roads and associated structures. Yamuna Expressway was opened for the public on 9^th August, 2012 and commenced toll collection w.e.f. 16^th August, 2012.

The Average Annual Daily Traffic (AADT) for the year ended on 31^st March, 2017 was 24,094 PCus as compared to 20,995 PCus for the previous year ended on 31^st March, 2016, which is higher by 15% over with the previous year.

The revenue from Toll Collection for the year ended 31^st March, 2017 aggregated to Rs.292.72 crores as compared to Rs.232.96 Crores for the previous year ended 31^st March, 2016, which is higher by 25% over with the previous year.

The Average Annual Daily Traffic (AADT) and Toll revenue registered a Compound Annual Growth Rate (CAGR) of 25% and 32% respectively, since commencement of commercial operations on 16^th August, 2012.

JIL is also developing five Townships over 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations including one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, uttar Pradesh, along the Yamuna Expressway. JiL has commenced development of its Land Parcel-1 at Noida, Land Parcel-3 at Mirzapur, u.P and Land Parcel-5 at Agra.

The revenue from Real Estate sales aggregated to Rs. 595.57 crores during the year ended 31^st March, 2017 as compared to Rs.2525.88 crores for the previous year ended 31^st March, 2016. The decline in revenue from real estate is due to overall slowdown in the economy, subdued investor sentiment towards real estate and consequent delay in construction of the ongoing projects due to lack of working capital.

Except as disclosed elsewhere in this report, no material changes and commitments have occurred after the end of the Financial Year 2016-17, till the date of this Report, which may affect the financial position of the Company.

3. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated 16^th February, 2015 has issued Companies (indian Accounting Standards) Rules, 2015, according to which, certain class of companies which, inter-alia, include all listed companies whose accounting period begins on or after 1^st April, 2016, are required to comply with indian Accounting Standards (ind AS). Accordingly, Standalone and Consolidated Financial Statements of the Company for the Financial Year 2016-17 have been prepared as per ind AS.

4. DIVIDEND

Keeping in view the losses during the year and the need to conserve the resources of the Company, no dividend was recommended by the Board.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves.

6. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31^st March, 2017 the Authorized Share Capital of the Company was Rs.3000 Crores. The Paid-up Share Capital of the Company as on 31^st March, 2017 was Rs.13,88,93,34,970 divided into 1,38,89,33,497 Equity Shares of Rs.10 each.

7. NON-CONVERTIBLE DEBENTURES

As at 31^st March, 2017, the Secured Redeemable Non Convertible Debentures (NCDs) of the Company aggregates to Rs. 211.95 Crore. The said Debentures are listed on BSE Limited. During the year under report, the Company has redeemed 5880.50 NCDs of face value of Rs. 10,00,000 each, aggregatates to Rs. 588.05 Crores.

The Trustee for the said Debentures is M/s Axis Trustee Services Limited.

8. SUBSIDIARY COMPANY

As on 31^st March, 2017, the Company has one subsidiary âjaypee Healthcare Limited (JHCL)â which was incorporated on 30^th October, 2012 as wholly owned subsidiary of the Company with a vision of promoting world-class healthcare by providing quality and affordable medical care with commitment. jaypee Healthcare Limited has already established a 504 bed Super Speciality Hospital at Noida which is currently operational.

Financial Performance of the Subsidiary Company

During the Financial Year 2016-17, the annual revenue grew by 124 % to Rs. 198.21 Crores from Rs. 88.34 Crores in the previous financial year. The Companyâs Earnings before interest, taxes, and amortization (EBiDTA) stood at a loss of Rs. 21.14 Crores as compared to the loss of Rs. 14.28 Crores in the previous year. The net loss for the year under review, after taxation and exceptional items, stood at Rs. 112.74 Crores in the current financial year.

jaypee Hospital increased its footfall by conducting 12 OPDâs every month at various locations in Uttar Pradesh and Delhi, NCR region. During the year under review, around 142 health talks and camps were conducted where more than 20,000 people attended. General Healthcare services and counseling on basic Healthcare & Hygiene was provided to them. During the year under review, the Hospital conducted 60 Continuing Medical Education (CME) programmes and 176 doctors engagement workshops. The Hospital did considerably well and focused on international business during the year and to ramp up the international business the Company opened information Centre at Gurgaon, Lajpat Nagar and Saket, New Delhi. The Company intends to continue its focus on spreading awareness amongst general public by setting up information centre and conducting OPDâs at various locations in india as well as abroad to expand its footprint in the Domestic as well as international markets.

During the year under review approximately 175 Transplant Surgeries were performed at jaypee Hospital, Noida which includes 110 Kidney Transplant cases and 65 Liver Transplant cases. The hospital in a short span is emerging as a renowned Transplant institute. The Key specialties that contributed more than 10% revenue in the current financial year are Cardiac, Orthopedics, Renal Sciences & internal Medicine.

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

(Rs. in Crores)

Sl. No.	Particulars	Year ended 31.03.2017	Year ended 31.03.2016
(A)	PROFITABILITY
1	Total income during the year	198.21	88.34
2	Total expenses (except depreciation/ finance costs)	219.35	102.62
3	Finance costs	56.35	27.33
4	Depreciation & amortization	35.25	16.90
5	Total Expenses (2 3 4)	310.95	146.85
6	Profit/(Loss) before Exceptional & Extraordinary items	(112.74)	(58.51)
7	Exceptional & Extraordinary items	0	0
8	Profit (Loss) before Tax	(112.74)	(58.51)
9	Profit (Loss) after Tax	(117.74)	(58.51)
10	Other Comprehensive income	0.024	(0.089)
11	Total Comprehensive Income	(117.72)	(58.60)
(B)	LIABILITIES & ASSETS
1	Share Capital	427.50	427.50
2	Reserves & Surplus	(177.32)	(64.60)
3	Non Current Liabilities	480.34	367.92
4	Current Liabilities	145.92	117.68
5	Total Equity & Liabilities	876.44	848.50
6	Non Current Assets	806.22	788.84
7	Current Assets	70.22	59.66
8	Total Assets	876.44	848.50

9. CONSOLIDATED FINANCIAL STATEMENTS

10. DIRECTORATE

10.1 Changes in the Board

During the year under report, the following changes occurred on the Board of Directors of the Company:

Appointments:

During the financial year, Shri Sham Lal Mohan was appointed as Additional Director (independent) on the Board w.e.f. 23.11.2016. Matter relating to his appointment has been included in the Notice of the ensuing Annual General Meeting.

Shri K.P Rau and Shri S.S. Gupta were appointed as independent Directors w.e.f. 31.07.2017 and Shri Shri R. B. Singh was appointed as Additional Director & CFO w.e.f. 31.07.2017. Matter relating to their appointment has been included in the Notice of the ensuing Annual General Meeting.

Cessations:

During the financial year under report, Shri S.C. Gupta and Shri R.C. Vaish resigned as independent Directors w.e.f. 24.08.2016 and 08.12.2016 respectively. Further, Shri Sachin Gaur resigned from the office of Whole-time Director & CFO w.e.f. 31.12.2016 (closing of business hours).

Shri Arun Balakrishnan and Shri Anand Bordia resigned as independent Director w.e.f. 09.07.2016 and 13.07.2016 respectively due to personal reasons. Shri Gaurav Jain resigned as Whole-time Director w.e.f. 04.05.2017 during the period after the end of the financial year.

The nomination of Smt. Salila George as nominee of iDBi was withdrawn by iDBi w.e.f. 30.07.2017.

The Board places on record its deepest appreciation for the valuable contributions by Shri S. C. Gupta, Dr. R. C. Vaish, Shri Arun Balakrishnan and Shri Anand Bordia, independent Directors; Smt. Salila George, Nominee Director and by Shri Sachin Gaur, Whole-time Director & CFO and Shri Gaurav Jain, Whole-time Director during their association with the Company.

Shri Sameer Gaur relinquished the office of Whole-time Director/ Jt. Managing Director w.e.f. 31.08.2016 and continued as NonExecutive Director w.e.f. 01.09.2016.

Shri Rakesh Sharma and Smt. Rekha Dixit relinquished the office of Whole-time Director w.e.f. 30.06.2017 and continued as Non-Executive Director w.e.f. 01.07.2017.

The composition of the Board is in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10.2 Retirement by Rotation

Shri Manoj Gaur, Smt. Rekha Dixit and Shri Rakesh Sharma, would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The proposals for their re-appointment have been included in the Notice of the Annual General Meeting.

10.3 Key Managerial Personnel

The details about the Whole-time Key Managerial Personnel are given in the Corporate Governance Report which forms part of the Annual Report.

10.4 Declarations of Independence

The Company has received Declarations of independence from all the independent Directors confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of the Listing Regulations.

10.5 Board Evaluation

A formal evaluation of the performance of the Board, its Committees and individual Directors including the independent Directors was carried out for the year 2016 by the Board of Directors, pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section of this Annual Report.

10.6 Familiarization of Independent Directors

10.7 Remuneration Policy

The Board has on recommendations of the Nomination and Remuneration Committee adopted the following policies:

a) Policy for selection of Directors and determining Directorsâ independence which is annexed as Annexure II-A to this Report.

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees which is annexed as Annexure II-B to this Report.

11. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by the management and with the concurrence of the Audit Committee, pursuant to Section 134(5) of the Companies Act, 2013, the Board states for the year ended 31^st March, 2017, having:

a) Followed the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures.

d) Prepared the annual accounts on a going concern basis.

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

12. MEETINGS OF THE BOARD OF DIRECTORS

The Board met four times during the Financial Year under report, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two Board Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

13. COMMITTEES OF THE BOARD

Currently, the Board has six committees namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee, Finance Committee and Fund Raising Committee. The Board has a defined set of guidelines and an established framework for conducting the meetings of the said Committees.

A detailed note on the Board of Directors and its committees, their scope etc. is provided under the Corporate Governance Report section of this Annual Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of india (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ) is provided in this Annual Report together with the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations.

A Certificate of the Chief Executive Officer and Whole-time Director of the Company in terms of the Listing Regulations, inter-alia, confirming correctness of the Financial Statements and Cash Flow Statements, adequacy of internal control measures and reporting of matters to the Audit Committee, is annexed to the Report on Corporate Governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations and financial position of the Company, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ) is presented in a separate section forming part of this Annual Report.

16. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments made by the Company during the year, along with the purpose for which such loan or guarantee or security is utilized / proposed to be utilized are provided in Note 11,13,16 and 21 of the accompanying Standalone Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year under report were in the ordinary course of business and on an armâs length basis and were not considered material in terms of the Companyâs Policy on materiality of related party transactions, which may be accessed on the website of the Company at the following link http://www.jaypeeinfratech.com/ policies/Policy-on-Related-Party-Transactions.pdf.

Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-III to this report.

The disclosure of transactions with related parties, if any, as required under indian Accounting Standard (ind AS) 24, is set out in Note No. 41 of the accompanying Standalone Financial Statements.

18. RISK MANAGEMENT

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Risks are analysed and corrective actions are taken for managing / mitigating them. Major risks identified are systematically discussed at the meeting of the Audit Committee and Board of Directors of the Company. in line with the new regulatory requirement, the Company has formally framed the Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

19. VIGIL MECHANISM

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Companyâs internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The compliance of checks and balances is ensured by the internal Auditor and Statutory Auditors of the Company. The Board has also adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of the reliable financial disclosures. During the year under report, the Company has, in all material respects, an adequate internal financial control systems over financial reporting and the same are operating effectively.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee, brief details whereof are provided in the Report on Corporate Governance. The Company has also framed a CSR Policy, as recommended by the CSR Committee and approved by the Board of Directors of the Company. The said CSR Policy is available on the Companyâs website at www.jaypeeinfratech.com. Further, the CSR activities as mentioned in the Companyâs CSR Policy are carried out under the guidance of the said Committee.

The Company was required to spend Rs.3.22 crores i.e., 2% of the average net profits during the three immediately preceding financial years, on the Companyâs CSR activities during the Financial Year 2016-17. However, in view of present financial conditions and in order to preserve the funds to complete the ongoing projects of the Company, it was considered expedient not to incur any expenditure on CSR Activities during the current financial year 2016-17.

The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

22. AUDITORS AND AUDITORSâ REPORT

22.1 STATUTORY AUDITORS

In terms of the provisions of Section 139(2) of the Companies Act, 2013, M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N), the existing Statutory Auditors of the Company who were appointed for a balance term of three consecutive Financial Years 2014-15, 2015-16 & 2016-17 to hold office till the conclusion of the 10^th AGM, cannot be re-appointed.

Accordingly, the Board of Directors had recommended the appointment of M/s Dewan PN. Chopra & Co. Chartered Accountants (Firm Registration No. 000472N) for appointment as the Statutory Auditors of the Company. However, as they had subsequently expressed unwillingness for their appointment as Statutory Auditors of the Company, the Board of Directors proposed the appointment of M/s Dass Gupta & Associates, Chartered Accountants (Firm Registration No. 000112N) for appointment as the Statutory Auditors of the Company for a term of 5 consecutive years to hold office from conclusion of the 10^th AGM till the conclusion of the 15^th AGM in be held in the year 2022 and included in the Notice of the 10^th AGM of the Company. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment.

M/s Dass Gupta & Associates, have also confirmed that they have subjected themselves to the peer report process of institute of Chartered Accountants of india (iCAi) and hold a valid certificate issued by the Peer Report Board of the iCAi. They have also furnished a declaration confirming their independence as well as their armâs length relationship with the Company.

The Auditorsâ Report furnished by M/s R. Nagpal Associates on the financial statements for the financial year ended 31^st March, 2017 contains the following observations:

Point No. (v) of Annexure-B of the Auditorsâ Report on Standalone

Financial Statements

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; 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 31^st March 2017. The National Company Law Tribunal (NCLT) has vide its order dated 12.04.2017, granted time till 30.06.2017 for repayment of fixed deposits alongwith interest, in respect of deposits outstanding till 31.03.2017.

Companyâs Reply

The shareholders are aware of the impact of continuing slowdown of the economy on the infrastructure companies and severe recession in real estate sector. The Companyâs cash flow also were adversely impacted due to slow down in the real estate sector.

The Company had requested the Honâble National Company Law Tribunal (NCLT) for extension of time for repayment of matured fixed deposits. Honâble National Company Law Tribunal (NCLT) has vide its order dated 12.04.2017, granted time till 30.06.2017 for repayment of fixed deposits along with interest, in respect of those deposits outstanding till 31.03.2017.

The Company has been paying the amounts due to the Deposit holders as per the orders of Honâble Company Law Board/ Honâble National Company Law Tribunal from time to time

Point No. (viii) of Annexure-B of the Auditorsâ Report on Standalone Financial Statements

The qualifications of Statutory Auditors in para (v) of Annexure B of their Report on the default in repayment of principal and/ or interest to banks, financial institutions, & debenture holders wherein the period of delay ranges from 1 day to 568 days.

Details of overdue interest on borrowings amounting to Rs. 9,763,709,180 reflected in Note No.21 to the standalone ind AS financial statements âOther Financial liabilitiesâ which was outstanding as at 31^st March 2017 are given below:

Name of Lender	Period of default	Amount (Rs)
IDBI Bank	1 to 242 days	3,820,982,174
india infrastructure Finance Co. Ltd(IIFCL)	1 to 242 days	897,188,253
LIC of india	1 to 486 days	1,013,087,726
Corporation Bank	1 to 455 days	1,014,545,627
State Bank of Patiala	1 to 273 days	401,254,876
Syndicate Bank	1 to 455 days	544,356,287
Bank of Maharashtra	1 to 424 days	554,232,240
ICICI Bank Ltd	1 to 58 days	107,617,054
Union Bank of india	1 to 455 days	466,683,895
State Bank of Hyderabad	1 to 150 days	173,429,657
IFCI Ltd	1 to 334 days	366,397,173
jammu & Kashmir Bank	1 to 424 days	334,286,905
Axis Bank	1 to 58 days	55,191,039
SREI Equipment Finance Ltd	16 to 75 days	14,456,274
TOTAL		9,763,709,180

Details of overdue principal repayments of borrowings amounting to Rs. 4,529,800,943 reflected in Note No.21 to the standalone ind AS financial statements âOther Financial liabilitiesâ which was outstanding as at 31^st March 2017 are given below:

Name of Lender	Period of default	Amount (Rs)
LIC of india	89 to 568 days	3,120,000,000
Syndicate Bank	30 to 89 days	175,000,000
Union Bank of india	30 to 89 days	175,000,000
IDBI Bank	30 to 89 days	250,000,000
Bank of Maharashtra	30 to 89 days	175,000,000
State Bank of Patiala	30 to 89 days	175,000,000
State Bank of Hyderabad	30 to 89 days	112,250,000
Corporation Bank	30 to 89 days	175,000,000
SREI Equipment Finance Ltd	16 to 75 days	172,550,943
TOTAL		4,529,800,943

Companyâs Reply

The Company is conscientious to meet its obligations of its debt servicing to its esteemed lenders. Though the Toll Revenue for the year aggregated to Rs.292.72 Crores, the revenue from Real Estate continued to be adversely impacted due to the prevailing economic slow-down, facing challenging environment due to lacklustre demand scenario and lack of working capital funds. The NCR recorded highest level of inventory pile up because of no end users coming forward in buying the units.

The Company requested to banks for disbursement of working capital facility under RTL (B) which though was partially released but was adjusted by banks against outstanding over dues . The Companyâs request for restructuring of the debt and additional working capital facility is under active consideration by the banks/Fis.

The remaining Notes to the financial statements are self-explanatory and do not call for any further comments.

During the year under report, no fraud was reported by the Auditors under second proviso to Section 143 (12) of the Companies Act, 2013.

22.2 SECRETARIAL AUDITORS

The Board had appointed Ms. Sunita Mathur, Practicing Company Secretary to conduct the secretarial audit of the Company for the Financial Year ended 31^st March, 2017, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year ended 31^st March, 2017 is annexed as Annexure V to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board under section 134(3) (f) (ii) of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board has re-appointed Ms. Sunita Mathur, Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2017-18 as per Section 204 of the Companies Act, 2013.

22.3 COST AUDITORS

The Board of Directors has appointed M/s Jatin Sharma & Co., Cost Accountants (Firm Registration No. 101845), as the Cost Auditor of the Company to conduct audit of the cost records for the Financial Year 2017-18 as required under Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014. in this regard, they have submitted a certificate certifying their independence and armâs length relationship with the Company. Pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the ensuing AGM and has been included in the Notice of the 10^th AGM of the Company.

23. FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013. in terms of the provisions of the investor Education and Protection Fund (Awareness and Protection of investors) Rules, 2001, during the year under report, the Company is not required to transfer any money to the investor Education and Protection Fund.

The Company has been granted extensions of time for repayment of the existing fixed deposits, by the Honâble Company Law Board (CLB)/ National Company Law Tribunal (NCLT) vide its Orders passed from time to time, the last being dated 07.07.2017, vide which the extension has been granted upto 03.08.2017. As on 01.04.2014, when new provisions of Companies Act, 2013 regulating the acceptance of deposits by the Company were introduced, the Company had 46,253 outstanding Fixed Deposits aggregating Rs.390.89 Crores (including interest). As on 31.3.2017, the outstanding amount of Fixed Deposits accepted by the Company was Rs. 153.54 Crores (including interest). As on 28.07.2017, the Company has settled 36,667 Fixed Deposits aggregating Rs.247.14 Crores (including interest) and is making continuous efforts to settle the remaining 9586 Fixed Deposits aggregating Rs.143.75 Crores (including interest) within the time granted / as might be granted by Honâble NCLT.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

25. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return for the Financial Year ended 31^st March, 2017, in prescribed Form MGT-9, in terms of Section 92(3) of the Companies Act, 2013, is annexed herewith as Annexure VII to this Report.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS

During the year under report, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under report, the Company has not received any complaint.

29. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to the Managementâs Discussion and Analysis, describing the Companyâs objectives, projections, estimates and expectations, may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results may differ.

30. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude for the assistance and co-operation received from the Financial institutions, Banks, Government authorities, Customers and Vendors during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

For and on behalf of the Board

Manoj Gaur

Place: New Delhi Chairman cum Managing Director

Date: 31.07.2017 DIN: 00008480

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 8th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

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

(Rs. in Lacs)

Financial Year Standalone Consolidated 31.03.2015 31.03.2014 31.03.2015 31.03.2014

INCOME

Gross Revenue 324783 331869 325488 331869

Other Income 995 1344 1316 1344

Total Income 325778 333213 326804 333213

EXPENDITURE

Operating expenses 190709 201623 191811 201749

Finance Cost 89356 89402 89533 89402

Depreciation and

Amortization Expenses 2828 2143 3031 2143

Profit/(Loss) before Tax 42885 40045 42429 39919

Less: Provision for Tax 7385 10129 7385 10129

Profit/(Loss) alter Tax 35500 29916 35044 29790

Profit/(Loss)b/f from previous year 35244 325385 35118 325385

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2008-09) - 25536 - 25536

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2009-10) - 36249 - 36249

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2010-11) - 116813 - 116813

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2011-12) - 101471 - 101471

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2014-15) 26287 - 26287 -

Add: Transferred from Debenture

Redemption Reserve 10000 5000 10000 5000

Profit Available for Appropriation 54457 80233 53875 80107

Transferred to:

* Deferred Tax for earlier year - 34478 - 34478

* Debenture Redemption Reserve 9213 10511 9213 10511

Balance carried to Balance Sheet 45244 35244 44662 35118

Basic/Diluted Earning Per Share (Face Value of Rs.10 per share) 2.56 2.15 2.52 2.14

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Your Company's Yamuna Expressway was opened for public on 9th August, 2012 and commenced toll collection w.e.f. 16th August, 2012. Highlights of performance thereat is as under:

The Average Annual Daily Traffic (AADT) for the year ended on 31st March, 2015 was 16,490 PCUs as compared to 13,477 PCUs for the previous year ended on 31st March, 2014, higher by 22.36%. The revenue from Toll Collection for the year ended 31st March, 2015 aggregated to Rs.168.65 Crores as compared to Rs.135.17 Crores for the previous year ended 31st March, 2014, higher by 24.77%. The Average Annual Daily Traffic (AADT) and Toll revenue has registered a Compound Annual Growth Rate (CAGR) of 29.16% and 33.88% respectively since commencement of the commercial operation on 16th August, 2012.

Your Company is developing five integrated Townships over 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway- one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. The Company has commenced development of its Land Parcel-1 at Noida, Land Parcel-3 at Mirzapur, U.P and Land Parcel-5 at Agra. The Company has launched approx.113.06 million sq.ft area and has sold approx.107.10 million sq.feet area till 31st March, 2015 aggregating to sales value of Rs. 21943 Crores.

The Financial Year has been a successful year for the Company since revenue from toll collection and real estate sale has shown an increasing trend.

During the year, Jaypee Healthcare Limited, the wholly owned subsidiary of the Company also commenced operations at its 504 bedded super speciality hospital namely "Jaypee Hospital" located at Wish Town, Sector-128, Noida.

DIVIDEND

In order to conserve resources, the Board of Directors of your Company express their inability to recommend any dividend for the Financial Year 2014-15.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. The developments in business operations/performance of the Company's subsidiary consolidated with the Company are as below:

Jaypee Healthcare Limited

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

"Jaypee Hospital", the flagship hospital of Jaypee Group, is located at Wish Town, Sector - 128, Noida, U.P!

It has been built across a sprawling 25 acre campus comprising of 504 Beds & is operational with various facilities like OPD operation for Internal Medicine, Radiology, Lab, and Executive Health Check up in the first phase from 1st April, 2014. This healthcare facility is Jaypee Group's noble intention to make its foray into the healthcare domain.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the credit rating assigned by CARE Ratings Agency viz. Long Term Bank Facilities CARE BBB-.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2015, the Company is having only one subsidiary. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. During the year under report, the Board of Directors reviewed the affairs of its subsidiary. In accordance with Section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary company, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is annexed as Annexure-I of the Boards' report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of subsidiary are available on the Company's website at www.jaypeeinfratech.com. These documents will also be available for inspection during business hours at our Registered office at Noida, Uttar Pradesh.

During the year the Company has made investment in Jaypee Healthcare Limited by subscribing to 17,75,00,000 equity shares of Rs. 10/- each aggregating to Rs. 177.50 crores.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit and loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the report on Corporate Governance.

TRANSFER TO RESERVES

During the Financial Year 2014-15, the Company is maintaning a balance of Rs. 23,615 Lacs in General Reserve. An amount of Rs. 45,244 Lacs is proposed to be retained in the surplus.

CHANGES IN SHARE CAPITAL

The Equity Shares of the Company are being traded on National Stock Exchange of India Limited and BSE Limited since 21st May, 2010.

During the year under review, there is no change in Authorized and Paid-up Share capital of the Company. As at 31st March, 2015, the Authorised Share Capital was Rs.30,00,00,00,000 divided into 250,00,00,000 Equity Shares of Rs.10/- each and 5,00,00,000 Redeemable Preference Shares of Rs.100/- each. Paid-up Share Capital of the Company is Rs.1388,93,34,970 divided into 138,89,33,497 Equity Shares of Rs. 10/- each.

REDEEMABLE NON-CONVERTIBLE DEBENTURES

As on 31st March 2015, Secured Redeemable Non-Convertible Debentures of the Company stood at Rs. 1300 Crore. The same are listed on BSE Limited. Trustee for the said Debentures is Axis Trustee Service Limited, 2nd Floor, Red Fort Capital Parsvnath Tower, Bhai Veer Singh Marg, Gole Market, New Delhi-110001.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.jaypeeinfratech.com.

RISK MANAGEMENT

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Risks are analysed and corrective actions are taken for managing/ mitigating them. Major risks identified are systematically discussed at the meeting of the Audit Committee and Board of Directors of the Company. In line with the new regulatory requirement, the Company has formally framed the Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

The Company has introduced several improvements to the Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Jaypee Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures. Hence, the Company has in place adequate internal financial controls with reference to financial statements.

DIRECTORATE

Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Rakesh Sharma, Smt. Rekha Dixit and Shri Manoj Gaur, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, the following changes occurred on the Board of the Company:

S. Name Designation No.

1. Shri Pramod Whole-time Kumar Aggarwal Director

2. Shri Gaurav Jain Whole-time Director

3. Shri K.P Nair IDBI Nominee Director

4. Shri M.J. Subbaiah Independent Director

5. Shri P. Uma Shankar Additional Director (Independent)

6. Shri T.R. Kakkar Additional Director (Independent)

7. Dr. B. Samal Independent Director

8. Shri Har Prasad Non-Executive Director

9. Shri R.N. Bhardwaj Independent Director

10. Shri Lalit Bhasin Additional Director (Independent)

11. Shri G.A. Tadas IDBI Nominee Director

12. Shri Sanjay Kumar Company Gupta Secretary

13. Smt. Suman Lata Company Secretary

S. Name Dateof Dateof No. Appointment Resignation/ Withdrawal of Nomination

1. Shri Pramod 26/05/2014 Kumar Aggarwal

2. Shri Gaurav Jain 26/05/2014

3. Shri K.P Nair 26/08/2014

4. Shri M.J. Subbaiah 01/09/2014

5. Shri P. Uma Shanka 22/09/2014

6. Shri T.R. Kakkar 22/09/2014 10/11/2014

7. Dr. B. Samal 23/09/2014

8. Shri Har Prasad 23/09/2014

9. Shri R.N. Bhardwaj 24/09/2014

10. Shri Lalit Bhasin 09/02/2015

11. Shri G.A. Tadas 09/02/2015

12. Shri Sanjay Kumar Gupta 26/07/2014

13. Smt. Suman Lata 22/09/2014

The Board places on record its appreciation for the valuable contribution made by Shri K.P Nair, Shri M.J. Subbaiah, Shri T.R. Kakkar, Dr. B. Samal, Shri Har Prasad and Shri R.N. Bhardwaj during their tenure as Directors and Shri Sanjay Kumar Gupta, during his tenure as Company Secretary of the Company.

Declarations by the Independent Directors

The Company has received declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Performance Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors, the Board as a whole and its various committees was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Familiarization of Independent Directors

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.jaypeeinfratech.com.

The Nomination and Remuneration Policy is annexed herewith as Annexure II segregated in two parts is as under:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not exercised Employee Stock option Scheme.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s R. Nagpal Associates, Chartered Accountants were appointed as Statutory Auditors at the 7th Annual General Meeting of the Company, for a term of three consecutive financial years i.e. for 2014-15, 2015-16 & 2016-17 and they shall hold office till the conclusion of the 10th Annual General Meeting of the Company to be held in the year 2017, subject to ratification by the Shareholders at every Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Auditors' Report contains the following observations:

Point No. (V) of Annexure to the Auditors' Report which is self explanatory

"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; 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 2015. The New Delhi Bench of the Hon'ble Company Law Board has vide its order dated 29.04.2015, granted thirty days time from 30.04.2015 to clear matured fixed deposits and six months time from 30.04.2015 to clear pre matured fixed deposits alongwith interest".

Point No. (IX) of Annexure to Auditors' Report

"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 some instances of delay in payment of interest to financial institutions, banks and debenture holders ranging for a period from 1 day to 88 days, these have been subsequently made good, except over-due interest on borrowings amounting to Rs. 1,623,419,479/- which is outstanding as at 31st March 2015 for a period of 1 to 58 days and which is being reflected under Note No.8 -'Other Current Liabilities' in the financial statements".

Company's Reply

The Hon'ble National Green Tribunal (NGT) vide its order dated 28.10.2013 had directed that no completion certificate shall be issued by the Authority concerned for such buildings being constructed within 10 Km radius of Okhla Bird Sanctuary till the Ministry of Environment & Forests (MoEF) in consultation with National Wildlife Board issues Notification for declaring Eco Sensitive Zone area around Okhla Bird Sanctuary & the matter is Anally decided by the Supreme Court of India. The said order has restrained the New Okhla Industrial Development Authority (NOIDA) from issuing the completion certificate for the completed Units ready for handing over the possession to the customers. This also led to increase in the finished inventory and declining Real estate sales which adversely affected the cash flow of the Company. The stalemate continues at the time of adoption of accounts. Interest accured and due on borrowings aggregating to Rs. 162,34,19,479/- mentioned in 'Other Current Liabilities' as at 31.03.2015 is the amount due on various loans for the period from January 2015 to March, 2015. On the day of adoption of accounts by the Board of Directors, the interest accrued and due amount to Rs. 18,41,14,575/-

The remaining notes to the financial statements are self explanatory and do not call for any further comments.

Secretarial Auditors

The Board has appointed Ms. Sunita Mathur, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed Shri Sanjay Mehra, Cost Accountants, as Cost Auditors of the Company for auditing the cost accounts of the Company for the Financial Year 2014-15.

Based on the recommendations of the Audit Committee, the Board has further re-appointed Shri Sanjay Mehra, Cost Accountants, as Cost Auditors of the Company for auditing the cost accounts of the Company for the Financial Year 2015-16.

The requisite approval of the shareholders will be sought to fix the remuneration of the Cost Auditors.

COMMITTEES OF THE BOARD

Currently, the Board has six committees, the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Finance Committee and Fund Raising Committee.

The Board has a defined set of guidelines and an established framework for conducting the meetings of the said Committees. A detailed note on the Board and its committees, scope etc. is provided under the Corporate Governance Report section of this Annual Report. The composition of the committees and compliances are as per the applicable provisions of the Companies Act, 2013 read with Rules and Listing Agreement.

Audit Committee

The Audit Committee, constituted by the Board of Directors pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of Listing Agreement consists of three Directors namely Shri Anand Bordia, Chairman, Shri B.K. Goswami and Shri Sachin Gaur, Members. Shri Anand Bordia and Shri B.K. Goswami are the Independent Directors. All the members of the committee have knowledge of financial and accounting matters. All the recommendations made by the Audit Committee were accepted by the Board.

The Company has adopted the Whistle Blower (Vigil) Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.jaypeeinfratech.com.

Nomination And Remuneration Committee

The Nomination and Remuneration Committee, constituted by the Board of Directors pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement consists of three Directors namely Dr. R.C. Vaish, Chairman, Shri Anand Bordia and Shri Sunil Kumar Sharma, Members. Dr. R.C. Vaish and Shri Anand Bordia are Independent Directors.

The Committee is responsible to identify persons who are qualified to become directors or senior management employees and recommend to the Board their appointment/removal, oversee and administer executive compensation etc.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee of the Board of Directors consists of three Directors namely Shri Sunil Kumar Sharma, Chairman and Shri Sameer Gaur, Shri Sachin Gaur, Members.

The Committee's function is to consider and resolve the grievances of security holders of the Company.

Corporate Social Responsibility (CSR) Committee

The CSR Committee, constituted by the Board of Directors pursuant to Section 135 of the Companies Act, 2013 read with Rules made thereunder, comprises of three Directors with Shri Sachin Gaur and Smt Rekha Dixit as Members under the Chairmanship of Shri Anand Bordia, an Independent Director.

The CSR Policy, as recommended by the CSR Committee has been approved by the Board of Directors of the Company and is available on the Company's website at www.jaypeeinfratech.com. Further, the CSR activities as mentioned in the Company's CSR policy are carried out as per the instructions of the said Committee. During the year under report, the Company has spent over 2% of the Company's Average Net Profits for three immediately preceding financial years on CSR activities.

The financial data pertaining to the Company's CSR activities for the financial year ended 31st March, 2015 is presented in the prescribed format annexed as Annexure IV to the Board's report.

Finance Committee

The Finance Committee consists of four Directors namely Shri B.K. Goswami, Shri B.B. Tandon, Shri Sameer Gaur and Shri Sachin Gaur. The Chairman of the Finance Committee is an Independent Director. Role of the Finance Committee, inter alia, includes to facilitate the availing of funds requirements from Banks/Financial Institutions/ Companies/ other persons/ firms/ body corporate.

Fund Raising Committee

The Fund Raising Committee of the Board consists of three Directors namely, Shri Sachin Gaur, Chairman, Shri Gaurav Jain and Shri Pramod Kumar Aggarwal. Role of the Fund Raising Committee, inter alia, includes dealing with all matter connected with the raising of funds by issue of QIP ECB, ADRs, GDRs, Public issue of Non- convertible Debentures and/or private placement of Non-convertible Debentures etc.

MEETINGS OF BOARD OF DIRECTORS

The Board met five times during the Financial Year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

FIXED DEPOSITS

Outstanding Fixed deposits received from the shareholders and the public as on 31st March, 2015 were Rs. 292.38 Crores which were required to be paid by 31st March, 2015. In view of the provisions of newly enforced Companies Act, 2013, the Company has, at present, decided not to accept fresh deposits/renew existing deposits but repay the same.

On the Company's request, the Hon'ble Company Law Board (CLB) vide its Order dated 31st March, 2015 followed by Order dated 29th April, 2015, extended the time for payment in respect of, deposits matured upto 31st March, 2015, upto 30th April, 2015 and for deposits maturing after 31st March, 2015, extension was granted upto 31st October, 2015.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement which forms part of this Annual report.

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

The particulars relating to conservation of energy, terchnology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

EXTRACT OF THE ANNUAL RETURN

Extract of Annual Return of the Company for the Financial Year ended 31st March, 2015 in Form No. MGT-9 is annexed herewith as Annexure VI to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure VIIA.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure VIIB.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company has not purchased its own shares.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its subsidiary company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no frauds were reported to the Audit Committee/ Board of Directors during the Financial Year 2014-2015.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Place: Noida Manoj Gaur Date: 28th May, 2015 Chairman cum Managing Director

Mar 31, 2014

The Members

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

Financial Year ended 31.03.2014 31.03.2013

INCOME

Sales 331869 327434

Other Income 1344 1786

Total Income 333213 329220

EXPENDITURE

Operating expenses 201623 179762

Finance Cost 89402 61150

Depreciation and Amortization Expenses 2143 1492

293168 242404

Profit/(Loss) before Tax 40045 86816

Less:

Provision for Tax 10128 17370

Profit/(Loss) after Tax 29917 69446

- Profit/(Loss) b/f from previous year 325385 280069

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2008-09) 25536 -

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2009-10) 36249 -

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2010-11) 116813 -

Less: Transferred to Special Reserve u/s 80 IA(6) (FY 2011-12) 101471 -

Add: Transferred from Debenture Redemption Reserve 5000 -

Profit Available for Appropriation 80233 349515

Transferred to:

- Deferred Tax for earlier year 34478 -

- Debenture Redemption Reserve 10511 7880

- Proposed Final Dividend on Equity Shares 13889 -

- Dividend Distribution Tax on Proposed Final Dividend - 2361

Balance carried to Balance Sheet 35244 325385

Basic/Diluted Earnings Per Share

(Face value of Rs. 10 per share) 2.15 5.00

OPERATIONS

Your Company''s Yamuna Expressway achieved COD on 7th August,2012, was opened for public on 9th August, 2012 and commenced Toll collection w.e.f. 16th August,2012. The average daily traffic (ADT) has registered 69% increase and the Toll collection Revenue has registered an increase of 44% during the F.Y.2013-14.

Your Company is developing five integrated Townships over 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway Â one in Noida, two locations in District

Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. The Company has commenced development of its Land Parcel-1 at Noida, Land Parcel-3 at Mirzapur, U.P. and Land Parcel-5 at Agra. The Company has launched approx. 108.06 million sq.ft. area and has sold approx. 101.20 million sq.feet area till 31st March,2014 aggregating to sales value of Rs.20,067 Crores.

DIVIDEND

In order to conserve resources the Directors of your Company express their inability to recommend any dividend for the Financial Year 2013-14.

CHANGES IN CAPITAL STRUCTURE

The Equity Shares of the Company are being traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited since 21st May, 2010.

During the year under review, there was no change in Authorized and Paid-up capital of the Company. As at 31st March, 2014 the Authorised Capital was Rs.30,00,00,00,000 divided into 250,00,00,000 Equity Shares of Rs.10/-each and 5,00,00,000 Redeemable Preference Shares of Rs.100/-each. Paid-up capital of the Company was Rs.1388,93,34,970 divided into 138,89,33,497 Equity Shares of Rs. 10 each.

REDEEMABLE NON-CONVERTIBLE DEBENTURES

As on 31st March 2014 Secured Redeemable Non-Convertible Debentures of the Company stood at Rs. 1300 Crore. The same has been listed on the Bombay Stock Exchange.

OUTLOOK

The development of Yamuna Expressway has not only reduced the travel time between NCR to Agra to less than two hours but has opened a new era of economic development in the region across different segments Residential, Commercial, Institutional, Industrial and Recreational. With India emerging to be a major economic power strongly focused on infrastructure development, the economy is expected to come back leading to rise in real estate demand as part of urban development. The future outlook of the Company is bright.

DIRECTORATE

During the period under report, the designation of Shri Sameer Gaur was changed from Director to Whole-time Director w.e.f. 1st August 2013. Shri K.P.Nair was nominated by IDBI Bank Ltd. as their Nominee on the Board w.e.f. 29th July 2013. In the casual vacancy caused due to resignation of Shri B.K.Taparia , Shri Arun Balakrishnan was co-opted as Director w.e.f. 17th May 2012. As Shri B.K.Taparia was due for retirement by rotation at this Annual General Meeting, therefore the proposal for appointment of Shri Arun Balakrishnan as Director of the Company has been included in the Notice of the Annual General Meeting.

During the Current Year 2014-2015 Shri Gaurav Jain and Shri Pramod Kumar Aggarwal were appointed as Additional Directors and designated as Whole-time Directors of the Company with effect from 26th May 2014.

In terms of Section 255 of the Companies Act, 1956 and Articles of Association of the Company, Shri Sameer Gaur, Shri Sachin Gaur,Shri Har Prasad, would retire by rotation at the forthcoming Annual General Meeting of the Company, and being eligible offer themselves for re- appointment. The proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

Further, to comply with the requirement of Section 149 of the Companies Act, 2013, the Board has proposed the appointment of Shri M.J.Subbaiah, Shri R.N.Bhardwaj, Shri B.K.Goswami, Dr.B Samal, Dr.R.C.Vaish, Shri S.Balasubramanian, Shri S.C.Gupta, Shri Arun Balakrishnan, Shri B.B.Tandon and Shri Anand Bordia, Independent Directors for five years, who were earlier liable to retire by rotation in terms of Section 255 of the Companies Act 1956. Now the Board has proposed their appointment as Independent Directors for the term of five years, w.e.f. 1st October 2014.

Similarly the proposal for approval of appointment and remuneration of Whole-time Directors, Shri Sameer Gaur, Shri Gaurav Jain and Shri Pramod Kumar Aggarwal have been included in the Notice of the Annual General Meeting.

AUDITORS

M/s R. Nagpal Associates, Chartered Accountants, the existing Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Pursuant to Section 141 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility to be re-appointed as Statutory Auditors of the Company. The Board commends their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

FIXED DEPOSITS

Fixed deposits received from the Shareholders and the public as on 31st March, 2014 stood at Rs. 363.19 Crores.

INCORPORATION OF SUBSIDIARY COMPANY

Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012 as a wholly owned subsidiary of the Company. JHCL is developing 504 bed multi-specialty hospital in Sector-128, Noida, U P. The hospital is expected to commence its first phase of commercial operations during the current year.

The Company has made an investment of Rs.250 Crores in 25 Crores Equity Shares of Rs.10/-each at par of JHCL as on 31st March, 2014 including Rs.175.88 Crores invested by way of transfer of project including partly built-up building of the hospital and other assets.

The Company has consolidated Financial Statements with its subsidiary Company namely Jaypee Healthcare Limited (JHCL)

PARTICULARS OF EMPLOYEES

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

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable. The particulars regarding Foreign Exchange Earnings and Outgo appear at Note no. 33 of Notes to the Financial Statements.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders on the Financial Statements of the Company for the Financial Year ended 31st March, 2014 does not contain any qualification.

The observations of Auditors'' and Notes to the Financial Statements are self-explanatory.

CORPORATE GOVERNANCE

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

The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement and a few norms which are otherwise listed in voluntary Guidelines of the Corporate Governance.

EMPLOYEE RELATIONS

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the contribution made by employees at all levels.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and gratitude to various Departments of Central Government and Government of Uttar Pradesh, Yamuna Expressway Industrial Development Authority (YEA), Banks, Financial Institutions, other authorities and real estate customers for their valuable co-operation to the Company.

Your Directors also wish to place on record their appreciation of wholehearted and continued support of the Members and Depositors which had always been a source of strength for the Company.

On behalf of the Board

Manoj Gaur

Place: Noida Chairman Cum

Date: 26th May, 2014 Managing Director

Mar 31, 2013

To, The Members

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

Financial Year ended 31.03.2013 31.03.2012

INCOME

Sales 327434 315590

Other Income 1786 1303

Total Income 329220 316893

EXPENDITURE

Operating expenses 179762 150672

Finance Cost 61150 6323

Depreciation and Amortization Expenses 1492 159

242404 157154

Profit/(Loss) before Tax 86816 159739

Less:

Provision for Tax 17370 31961

Provision for earlier Year Tax - -

Excess Provision for Tax written back - (1194)

Profit/(Loss) after Tax 69446 128972

- Profit/(Loss) b/f from previous year 280069 178598

Profit Available for Appropriation 349515 307570

Transferred to:

- General Reserve - -

- Debenture Redemption Reserve 7880 11358

- Interim Dividend on Equity Shares - 6945

- Dividend Distribution Tax on Interim Dividend - 1127

- Proposed Final Dividend on Equity Shares 13889 6945

- Dividend Distribution Tax on Proposed Final Dividend 2361 1127

Balance carried to Balance Sheet 325385 280069

Basic/Diluted Earning Per Share (Face value of Rs. 10 per share) 5.00 9.29

OPERATIONS

Your Company''s Yamuna Expressway commenced its commercial operations and was opened for Public w.e.f. 9th August, 2012 and the toll collection commenced from 16th August, 2012. The vehicular movements and revenue generation till date is satisfactory.

Your Company is developing five integrated Townships over 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expessway -one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. The Company has commenced development of its land parcels at Noida, Mirzapur, Distt. Gautam Budh Nagar and Agra and has sold 527 lacs sq. feet of area as on 31st March, 2013.

DIVIDEND

The Board has recommended a dividend of Rs. 1.00 (10%) per equity shares of Rs. 10 each for the year 2012-13 absorbing an amount of Rs.138.89 Crores (excluding Dividend Distribution Tax of Rs. 23.61 Crores), which will be paid after the same is approved by the members at the ensuing Annual General Meeting.

CHANGES IN CAPITAL STRUCTURE

The Equity Shares f the Company are being traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited since 21st May, 2010.

During the year under review, there was no change in paid-up capital of the Company. As at 31st March, 2013 the paid-up capital of the Company was Rs. 1388,93,34,970 divided into 138,89,33,497 Equity Shares of Rs. 10 each.

During the year under review, the Authorised Capital of the Company increased from Rs. 15,000,000,000 to Rs. 30,000,000,000.

REDEEMABLE NON-CONVERTIBLE DEBENTURES

Your Company during 2012-13 has issued 5000- 8% Secured Redeemable Non Convertible Debentures of Rs. 10 Lacs each aggregating to Rs. 500 Crores to Axis Bank. The same has been listed on the Bombay Stock Exchange.

OUTLOOK

Yamuna Expressway, the rapid transit corridor between Delhi and Agra has significantly reduced the travel time from Greater Noida to Agra bringing lot of benefits to the people in terms of good connectivity and faster transit besides providing a leg up to tourism. The expressway can be extended to 8 lanes in future and would provide direct access to the forthcoming Yamuna Economic Zone and the Aviation Hub. With India rearing to be a major economic power, the India''s infrastructure sector coupled with urban development is expected to demonstrate robust growth in near future. The future outlook of the Company is bright.

DIRECTORATE

During the period under report, Shri S C Bhargava resigned from the Board of Directors of the Company w.e.f. 5th November, 2012. The Directors of the Company place on record their appreciation for the valuable contribution made by Shri S C Bhargava during his tenure as an Independent Director of the Company.

In the casual vacancy so caused due to resignation of Shri S C Bhargava, Shri Anand Bordia was co-opted as Director w.e.f. 12th November, 2012, and the proposal for his appointment as director in the Company has been included in the Notice of the Annual General Meeting.

In terms of Section 255 of the Companies Act, 1956 and Articles of Association of the Company, S/Shri Manoj Gaur, Sunil Kumar Sharma, B K Goswami, S C Gupta and Smt Rekha Dixit would retire by rotation at the forthcoming Annual General Meeting of the Company, and being eligible offer themselves for re-appointment. The proposal for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

Similarly the proposal for re-appointment and remuneration of Whole-time Directors, Shri Sachin Gaur and Smt. Rekha Dixit have been included in the Notice of the Annual General Meeting. AUDITORS

M/s R. Nagpal Associates, Chartered Accountants, the existing Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Pursuant to Section 224(1 B) of the Companies Act, 1956, they have furnished a Certificate regarding their eligibility to be re-appointed as Statutory Auditors of the Company. The Board commends their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

FIXED DEPOSITS

Fixed deposits received from the Shareholders and the public as on 31st March, 2013 stood at Rs. 390.61 Crores. Deposits of Rs. 300 lacs due for repayment on maturity remained unclaimed by the Depositors as on 31st March, 2013, most of which were subsequently claimed/ renewed.

INCORPORATION OF SUBSIDIARY COMPANY

Jaypee Healthcare Limited (JHCL) was incorporated on 30th October, 2012 as a wholly owned subsidiary of the Company. JHCL is developing 504 bed multi-specialty hospital in village Shahpur Bangur, Noida, UP

The Company has made an investment of Rs. 200 Crores in 20 Crores Equity Shares of Rs. 10/- each at par of JHCL as on 31st March, 2013 including Rs. 175.88 Crores invested by way of transfer of projects including partly built-up building of the hospital and other assets. Besides this, the Company has advanced Rs. 5.43 Crores towards share application money.

The Company has not consolidated Financial Statement of its subsidiary company as the latter has not closed its first Financial Year on 31st March, 2013.

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY; TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable. The particulars regarding Foreign Exchange Earnings and Outgo appear at Note no.36 of Notes to the Financial Statements.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders on the Financial Statements of the Company for the Financial Year ended 31st March, 2013 does not contain any qualification.

The observations of Auditors'' and Notes to the Financial Statements are self-explanatory.

CORPORATE GOVERNANCE

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

The Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement and a few norms which are otherwise listed in voluntary Guidelines of the Corporate Governance.

EMPLOYEE RELATIONS

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the contribution made by employees at all levels.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and gratitude to various Departments of Central Government and Government of Uttar Pradesh, Yamuna Expressway Industrial Development Authority (YEA), Banks, Financial Institutions, other authorities and real estate customers for their valuable co-operation to the Company.

Your Directors also wish to place on record their appreciation of wholehearted and continued support of the Members and Depositors which had always been a source of strength for the Company.

On behalf of the Board

Manoj Gaur

Place: New Delhi Chairman Cum

Date: 27th April, 2013 Managing Director

Mar 31, 2012

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

Financial Year ended 31.03.2012 31.03.2011

INCOME

Sales 315590 277870

Other Income 1303 1993

Total Income 316893 279863

EXPENDITURE

Operating expenses 150672 96526

Finance Cost 6323 1010

Depreciation and Amortization Expenses 159 863

157154 98399

Profit/(Loss) before Tax 159739 181464

Less:

Provision for Tax 31961 36834

Provision for earlier Year Tax - 1123

Excess Provision for Tax written back (1194) -

Profit/(Loss) after Tax 128972 143506

- Profit/(Loss) b/f from previous year 178598 61785

Profit Available for Appropriation 307570 205291

Transferred to:

- General Reserve - 3600

- Debenture Redemption Reserve 11358 2875

- Interim Dividend on Equity Shares 6945 10417

- Dividend Distribution Tax on Interim Dividend 1127 1730

- Proposed Final Dividend on Equity Shares 6945 6945

- Dividend Distribution Tax on Proposed Final Dividend 1127 1127

Balance carried to Balance Sheet 280069 178598

Basic/Diluted Earning Per Share (Face value oP 10 per share) 9.29 10.48

OPERATIONS

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

JIL has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expessway Ãone in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra, Uttar Pradesh. JIL has commenced development of its land parcels at Noida and Mirzapur, Distt. Gautam Budh Nagar and has sold 45 million sq. feet of area as of 31.03.2012 including 10.9 million sq. feet during the Financial Year 2011-12.

DIVIDEND

For the Financial Year 2011-12, your Directors had declared one interim Dividend of Rs. 0.50 per Equity Share of Rs. 10 each i.e. (5%) on 12th November, 2011 aggregating Rs. 69.45 crore (excluding Dividend Tax of Rs. 11.27 Crore).The Board has further recommended a dividend of Rs. 0.50 per Equity Share of Rs. 10 each i.e. (5%) which will be paid after your approval at the ensuing Annual General Meeting. The final dividend will absorb an amount of Rs. 69.45 crore (excluding Dividend Tax of Rs. 11.27 Crore).

Thus, the total dividend of 10% for the year would result in aggregate payout of Rs. 138.90 Crore (excluding Dividend Tax of Rs. 22.54 Crore)

CHANGES IN CAPITAL STRUCTURE

The Equity Shares of the Company are being traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited, since 21st May, 2010.

As at 31st March, 2012 the paid-up capital of the Company was Rs. 1388,93,34,970/- divided into 138,89,33,497 Equity Shares of Rs. 10/- each and there was no change in the capital structure of your Company during the year under report.

OUTLOOK

In view of various new projects being undertaken by the Company, on its "Land for Development", the Company is expected to maintain a niche position in its area of operation in the forthcoming years. The future outlook of the Company is bright.

DIRECTORATE

During the period under report, the designation of Shri Manoj Gaur has been changed from Chairman cum Chief Executive Officer to Chairman cum Managing Director of the Company in the Board Meeting held on 7th May, 2011.

Smt. Rita Dixit ceased to be on the Board of the Company w.e.f. 15th June, 2011. Your Board places on record its appreciation for the valuable contribution made by Smt. Rita Dixit during her tenure as Whole-time Director of the Company.

Shri Rakesh Sharma was co-opted as an Additional Director on 14th March, 2012 and was appointed as Whole-time Director/Managing Director for a period of three years w.e.f. 1st April, 2012.

Shri Har Prasad has resigned from the office of Whole-time Director w.e.f. 31st March, 2012 (A.N.). He, however, continues to be Non- Executive Director of the Company. The Board places on record its appreciation for the valuable contribution of Shri Har Prasad during his tenure as Whole-time Director of the Company.

Shri B. K. Taparia ceased to be on the Board of the Company w.e.f. 5th May, 2012. Your Board places on record its appreciation for the valuable contribution made by Shri B. K. Taparia during his tenure as an Independent Director of the Company.

Shri Arun Balakrishnan was co-opted as Director w.e.f. 17th May, 2012 in the casual vacancy caused due to resignation of Shri B.K. Taparia

S/Shri M.J. Subbaiah, R.N. Bhardwaj, Dr. R.C. Vaish, Dr. B. Samal, S. Balasubramanian and B.B. Tandon, Directors would retire by rotatation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

Similarly, the proposals for the appointment of Shri Rakesh Sharma as Whole-time Director and Shri Arun Balakrishnan as Director of the Company have been included in the Notice of the Annual General Meeting for your approval.

AUDITORS

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

FIXED DEPOSITS

Fixed deposits received from the shareholders and the public as on 31st March, 2012 stood at Rs. 149.73 Crores. Deposits of Rs. 82.20 lacs due for repayment on maturity remained unclaimed by the Depositors as on 31st March, 2012, most of which were subsequently claimed/ renewed.

PARTICULARS OF EMPLOYEES

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

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable. The particulars regarding Foreign Exchange Earnings and Outgo appear at Serial Nos.33 of Notes to the Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

NOTES ON ACCOUNTS

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

CORPORATE GOVERNANCE

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

While the Company is complying with the Corporate Governance norms laid down in Clause 49 of the Listing Agreement, the Corporate Governance Voluntary Guidelines, 2009, proposed by the Ministry of Corporate Affairs, Government of India, are being examined for adoption in a phased manner.

EMPLOYEE RELATIONS

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the contribution made by employees at all levels.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and gratitude to various Departments of Central Government and Government of Uttar Pradesh, Yamuna Expressway Industrial Development Authority (YEA), Banks, Financial Institutions, other authorities and real estate customers for their valuable co-operation to the Company.

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

On behalf of the Board

Manoj Gaur

Place: NOIDA Chairman Cum

Date: 17th May, 2012 Managing Director

Mar 31, 2011

The Members

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

Financial Year ended 31.03.2011 31.03.2010

INCOME

Sales 277870.30 64065.47

Other Income 1992.85 1220.06

Total Income 279863.15 65285.53

EXPENDITURE

Operating expenses 96767.51 4856.10

Interest 769.15 75.96

Depreciation 862.82 1618.69

98399.48 6550.75

Profit/(Loss) before Tax 181463.67 58734.78

Less:

Provision for Tax 37957.31 9986.00

Profit/(Loss) after Tax 143506.36 48748.78

- Profit/(Loss) b/f from

previous year 61785.04 25536.26

Profit Available for Appropriation 205291.40 74285.04

Transferred to:

- General Reserve 3600.00 0.00

- Debenture Redemption Reserve 2875.22 12500.00

- Interim Dividend on Equity Shares 10417.00 0.00

- Dividend Distribution Tax

on Interim Dividend 1730.13 0.00

- Proposed Final Dividend on

Equity Shares 6944.67 0.00

- Dividend Distribution Tax

on Proposed Final Dividend 1126.60 0.00

Balance carried to Balance Sheet 178597.78 61785.04

Basic/Diluted Earning Per Share

(Face value of Rs. 10 per share) 10.48 4.33

OPERATIONS

The construction of Yamuna Expressway is progressing at a fast pace. As on 31st March, 2011, while, the Earth work, Culverts, Vehicular Underpasses and Minor Bridges are nearing completion, the Interchanges have been completed to the extent of 79%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) has also been completed to the extent of 65%. Though the COD of the project was earlier envisaged as 1st April, 2011 but due to change in the scope of the Project with addition of new structures, construction of service roads and disruption of work during August' 2010 to October' 2010, the Project is now expected to achieve commercial operations by March, 2012, though the Concession Agreement envisages the completion of the Expressway by April, 2013. The enhancement in scope of project has also led to consequential increase in the project cost, which is now estimated to be Rs. 13300 crores and is proposed to be funded through Debt of Rs. 7000 crores and Equity (including the internal accruals from real estate sales) of Rs. 6300 crores. Your Company has deployed a sum of Rs. 9854 crores on the Yamuna Expressway Project till 31st March, 2011 which has been met through equity of Rs.1624 crores, debt of Rs. 5376 crores and contribution from Real estate development amounting to Rs. 2854 crores.

Your Company has also been provided the right to develop 25 million square meters of land for commercial, amusement, industrial, institutional & residential purposes etc. across five different locations along the Yamuna Expressway one in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh & District Agra. Your Company is presently developing an aggregate of 375 Lac Sqft of saleable area at Noida land parcel. During the year, your Company could sell 123.80 Lac Sqft area aggregating approx. sale value of Rs. 4095 crores with advances from Pre-sales aggregating to Rs. 3145 crores.

LAND ACQUISITION

The Yamuna Expressway Industrial Development Authority (YEA) has transferred almost entire land needed for Right of Way (ROW) of Yamuna expressway to your Company.

Your Company has also been transferred Land for Development of approx. 6026 acres as of March, 31, 2011 of which 1232 acres is located in Noida, 2354 acres in two other land parcels in District Gautam Budh Nagar under NCR region, 1225 acres in District Aligarh & 1215 acres in District Agra for commercial, amusement, industrial, institutional and /or residential purposes etc.

DIVIDEND

For the Financial Year 2010-11, your Directors had declared one interim Dividend of Rs. 0.75 per Equity Share of Rs. 10 each i.e. (7.5%) on 24th January, 2011 aggregating 104.17 crore (excluding Dividend Tax of Rs. 17.30 Crore). The Board has recommended a final dividend (proposed) of Rs. 0.50 per Equity Share of Rs. 10 each i.e.(5%) which will be paid after your approval at the ensuing Annual General Meeting. The final dividend will absorb an amount of Rs. 69.45 crore (excluding Dividend Tax of Rs. 11.26 Crore).

Thus, the total dividend of 12.5% for the year would result in aggregate payout of Rs. 173.62 Crore (excluding Dividend Tax of Rs. 28.56 Crore)

CHANGES IN CAPITAL STRUCTURE

Your Company successfully concluded in month of April/May 2010 the Initial Public Offer of 22,29,33,497 Equity Shares of face value of Rs. 10 each at a price of Rs. 102 per equity share (including a share premium of Rs. 92 per equity share, with 5% discount on Issue Price to Retail Category Investors) consisting of a fresh issue of 16,29,33,497 Equity Shares by the Company aggregating Rs. 1650 Crore and an Offer for Sale of 6,00,00,000 Equity Shares by Jaiprakash Associates Limited (JAL), the Holding Company.

As at 31st March, 2011 the paid-up capital of the Company was Rs. 1388,93,34,970/- divided into 138,89,33,497 Equity Shares of Rs. 10/- each, out of which 11,55,00,000 Equity Shares (i.e. 83.16%) were held by JAL (Holding Company).

The Equity Shares of the Company are being traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited, since 21st May, 2010.

DEBENTURES

Your Company has issued 10000 Ã 2% secured Redeemable Non Convertible Debentures of Rs. 10 Lacs each aggregating to Rs. 1000 Crore to Axis Bank. The same are listed on Bombay Stock Exchange.

OUTLOOK

Keeping in view the performance and future prospects of the Company's business and the booming economy in India coupled with growth in Automobile Industry and increasing absorption across the Real estate markets, your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

During the period under report, Shri Jaiprakash Gaur resigned from the Board of the Company on 28th May, 2010. The Board places on record its deepest appreciation and gratitude for the everlasting contribution of Shri Jaiprakash Gaur, Founder Chairman, for his pioneering efforts for the successful launch and planned implementation of the Project of the Company. On the request of the members of the Board Shri Jaiprakash Gaur accepted to continue to be associated with the Company as a Permanent Invitee to the Board so that it can be benefited by his vision and legendary knowledge.

Smt. Rekha Dixit, was co-opted as a Director in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur on 28th May, 2010 and was appointed as a Whole-time Director for three years, w.e.f. 1st June, 2010.

Further, Shri Sushil Kumar Dodeja, Whole-time Director, Shri Om Prakash Arya, Managing Director-cum-Chief Executive Officer and Shri Anand Bordia, Whole-time Director and Chief Financial Officer had resigned w.e.f. 21st September, 2010, 20th December, 2010 and 31st January, 2011, respectively. Your Board places on record its appreciation for the valuable contribution made by Shri Sushil Kumar Dodeja, Shri Om Prakash Arya and Shri Anand Bordia, during their respective tenure as Directors of the Company.

Shri Sameer Gaur, consequent upon his resignation from Whole-time Office of Director on 31st October, 2010 continued as Director, liable to retire by rotation, and was designated as the Joint Managing Director of the Company (without remuneration) w.e.f. 24th January, 2011.

Shri Sachin Gaur, Whole-time Director of the Company was designated as the "Whole-time Director and Chief Financial Officer" w.e.f. 1st February 2011.

In view of the resignation of Shri Om Prakash Arya, Managing Director-cum-Chief Executive Officer and in terms of the requirements of Listing Agreement Shri Manoj Gaur was designated as "Chief Executive Officer" w.e.f. 1st February 2011.Futher the Board in its meeting held on 7 May, 2011, designated Shri Manoj Gaur as Chairman cum Managing Director.

Shri B.K Goswami, Shri S.C Gupta, Shri Bal Krishna Taparia, Shri Sameer Gaur, Shri Har Prasad and Shri Sachin Gaur would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

AUDITORS

M/s R. Nagpal Associates, Chartered Accountants, the existing Auditors of the Company shall retire at the conclusion of the ensuring Annual General Meeting and being eligible offer themselves for re- appointment.

FIXED DEPOSITS

Fixed Deposits received from the public as on 31st March, 2011 stood at Rs. 82.12 crore. There were no deposits due for repayment on maturity which remained unclaimed by the depositors as on March 31, 2011.

PARTICULARS OF EMPLOYEES

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

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable. The particulars regarding Foreign Exchange Earnings and Outgo appear at Serial Nos.15 of Notes to the Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for that period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

NOTES ON ACCOUNTS

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

CORPORATE GOVERNANCE

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

While the Company is complying the Corporate Governance norms laid down in Clause 49 of the Listing Agreement, the Corporate Governance Voluntary Guidelines, 2009, proposed by the Ministry of Corporate Affairs, Government of India, are being examined for adoption in a phased manner.

EMPLOYEE RELATIONS

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the contribution made by employees at all levels.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and gratitude to various Departments of Central Government and Government of Uttar Pradesh, Yamuna Expressway Industrial Development Authority (YEA), Banks, Financial Institutions, other authorities and real estate customers for their valuable co-operation to the Company.

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

On behalf of the Board

Date: May 7, 2011 Manoj Gaur

Place: NOIDA Chairman Cum Managing Director

Mar 31, 2010

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

FINANCIAL RESULTS

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

(Rupees in Lacs)

Financial Year ended 31.03. 2010 31.03.2009

INCOME

Sales 64065.47 55454.27

Other Income 1220.06 171.42

65285.53 55625.69

EXPENDITURE

Operating expenses 4932.06 23868.26

Depreciation 1618.69 1396.89

6550.75 25265.15

Profit/(Loss) before Tax 58734.78 30360.54

Less: Provision for Tax:

Current Tax 9986.00 3658.00

Fringe Benefit Tax 0 29.40

Profit/(Loss) after Tax 48748.78 26673.14

- Profit/(Loss) b/f from

previous year 25536.26 (1136.88)

Balance carried to

Balance Sheet 74285.04 25536.26

Basic/Diluted Earning Per Share

(Face value Rs. 10 per share) 4.33 2.76

OPERATIONS

The construction of Yamuna Expressway is progressing at a fast pace. As of 31st March, 2010, while, the earth work has been completed to the extent of 86%, Culverts 92%, Vehicular Underpasses/Minor Bridges etc. 70%, the Interchanges have been completed to the extent of 46%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) has also started on the Project. Your Company has deployed a sum of Rs.6508.34 Crore on the Yamuna Expressway Project which has been met through equity of Rs.1250.00 Crore, debt of Rs. 4269.05 Crore and contribution from Real Estate development amounting to Rs.989.29 Crore.

Your Company has also been provided the right to develop 25 million square meters of land across five different locations along the Yamuna Expressway: One in Noida, two locations in District Gautam Budh Nagar (part of NCR) and one location in each of District Aligarh and District Agra for residential, commercial, amusement, industrial and institutional purposes. Of the total developable area of approx 53 crores sq.ft, approx. 31 crores sq. ft. is under NCR region, with remaining 22 crores sq.ft being in District Aligarh and District Agra. Your Company has in its possession approx. 3745 acres of land as of 31st March, 2010 and is presently developing an aggregate 2.43 crores square feet of saleable area across five residential projects and one commercial project at Noida, which were approximately 88% sold on square foot basis, as of March 31, 2010. Your Company is able to create a niche for its projects under the affordable housing segment and could during the year under review sell approx. 2.03 Crores sq.ft aggregating to approx. sales value of Rs 5992 Crores with advances from pre-sales aggregating to Rs 1670 Crores.

Your Company has also appointed during the year M/s. SOM India LLC, USA to carry out the Master Planning for its Land Parcel- 2 at Jaganpur & Land Parcel-3 at Mirzapur comprising of 1235 acre each in the NCR region.

LAND ACQUISITION

The Yamuna Expressway Industrial Development Authority (YEA) has transferred almost entire land needed for Right of Way (ROW) to your Company.

Your Company has also been transferred land for development of approximately 3745 acres as of March 31, 2010 of which 1211 acres is located in Noida, 2225 acres in two other land parcels in District Gautam Budh Nagar and 309 acres in District Agra for commercial, amusement, industrial, institutional, and/ or residential purposes.

DIVIDEND

Keeping in view the need to conserve the resources for completion of the CompanyÃs Project, no dividend has been recommended for the year.

CHANGES IN CAPITAL STRUCTURE

During the year, the Authorised Share Capital of the Company has been increased from Rs. 1000 Crore divided into 100,00,00,000 Equity Shares of Rs. 10 each to Rs. 1500 Crore divided into 150,00,00,000 Equity Shares of Rs. 10 each w.e.f. 22nd June 2009. Your Company has allotted 26,00,00,000 Equity Shares of Rs. 10/- each at par, to Jaiprakash Associates Limited (JAL), the Holding Company during the year. The total issued and paid-up share capital of the Company as at 31st March, 2010 was Rs. 1226 Crore out of which Rs. 1215 Crore (i.e. 99.10%) was held by JAL.

Your Company has successfully concluded the Initial Public Offer of 22,29,33,497 Equity Shares of face value of Rs. 10 each at a price of Rs. 102 per equity share (including a share premium of Rs. 92 per equity share, with 5% discount on Issue Price to Retail Category Investors), consisting of a fresh issue of 16,29,33,497 Equity Shares by the Company aggregating Rs. 1650 Crore and an Offer for Sale of 6,00,00,000 Equity Shares (Ãoffer for saleÃ) by Jaiprakash Associates Limited (Ãthe Selling ShareholderÃ) in the month of April/May, 2010.

The basis of allotment had been approved by National Stock Exchange of India Limited and the allotment had been made by the Board through IPO Committee, on May 14, 2010. Post IPO, total Issued and Paid-up share capital of the Company has increased to Rs.1388.93 Crore divided into 138,89,33,497 Equity Shares of Rs. 10 each, out of which 83.16% is presently held by Jaiprakash Associates Limited, the Holding Company.

The Equity Shares of the Company are being traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited, since 21st May, 2010.

OUTLOOK

Keeping in view the performance and future prospects of the CompanyÃs business and the booming economy in India coupled with growth in Automobile Industry and increasing absorption across the Real Estate Markets, your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

Shri Suresh Kumar had resigned as a Director of the Company on 30th April, 2009. Your Board placed on record its deep appreciation for the valuable contribution made by Shri Suresh Kumar during his tenure as Director of the Company.

During the year under report, the Board of the Company was reconstituted to bring the same in line with the requirements of the Corporate Governance. Shri P.K. Jain and Shri G. P. Gaur had offered to step down and resigned w.e.f. 14th November, 2009 to facilitate the re-constitution of the Board. The Board was reconstituted and the following Directors, namely S/Shri M.J. Subbaiah, R.N. Bhardwaj, S.C. Bhargava, B.K. Goswami, S. Balasubramanian, S.C. Gupta, B.K. Taparia, B.B. Tandon, Dr. B. Samal and Dr. R.C. Vaish were co-opted as Additional Directors w.e.f. 16th November, 2009.

Shri O.P.Arya has been appointed and designated as the Managing Director-cum-Chief Executive Officer effective 1st November 2009. Shri Anand Bordia, Whole-time Director has been designated as the Chief Financial Officer of the Company.

Shri Jaiprakash Gaur resigned from the Board of the Company on 28th May, 2010. Your Board placed on record its deepest appreciation and gratitude for the everlasting contribution of Shri Jaiprakash Gaur, Founder Chairman, for his pioneering efforts for the successful launch and planned implementation of the Project of the Company. On the request of the members of the Board Shri Jaiprakash Gaur accepted to continue to be associated with the Company as a Permanent Invitee to the Board so that it can be benefited by his vision and legendary knowledge.

Smt. Rekha Dixit, co-opted as a Director in the casual vacancy caused due to the resignation of Shri Jaiprakash Gaur on 28th May, 2010 has been appointed to hold office as a Whole-time Director of the Company w.e.f. 1st June, 2010.

S/Shri Manoj Gaur, Anand Bordia and Sunil Kumar Sharma, Directors would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re-appointment have been included in the notice of the Annual General Meeting for your approval.

Similarly, the proposals for the appointment of S/Shri M.J. Subbaiah, R.N. Bhardwaj, S.C. Bhargava, B.K. Goswami, S. Balasubramanian, S.C. Gupta, B.K. Taparia, B.B. Tandon, Dr. B. Samal, Dr. R.C. Vaish, Mr. O.P. Arya and Smt.Rekha Dixit as Directors of the Company and also for the appointment/re-appointment and remuneration of S/Shri Sameer Gaur, Har Prasad, Sachin Gaur and Smt. Rita Dixit, Smt.Rekha Dixit as Whole-time Directors of the Company have been included in the notice of the Annual General Meeting for your approval.

AUDITORS

M/s R. Nagpal Associates, Chartered Accountants, the existing Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. Pursuant to Section 224(1B) of Companies Act, 1956, they have furnished a Certificate regarding their eligibility to be re-appointed as Statutory Auditors of the Company. The Board proposes their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposit during the year under report within the meaning of Section 58A of the Companies Act, 1956 & Rules made there under.

PARTICULARS OF EMPLOYEES

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

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable. The particulars regarding Foreign Exchange Earnings and Outgo appear as Note Nos. 3 & 17 of Schedule N to the Annual Accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management and after due enquiry, confirm in respect of the audited annual accounts for the year ended March 31, 2010:

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

ii) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2010.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

NOTES ON ACCOUNTS

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

CORPORATE GOVERNANCE

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

While the Company is complying the Corporate Governance norms laid down in Clause 49 of the Listing Agreement, the Corporate Governance Voluntary Guidelines, 2009, proposed by the Ministry of Corporate Affairs, Government of India, are being examined for adoption in a phased manner.

EMPLOYEE RELATIONS

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the contribution made by employees at all levels.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and gratitude to various Departments of Central Government and Government of Uttar Pradesh, Yamuna Expressway Industrial Development Authority (YEA), Banks, Financial Institutions, other authorities, real estate customers and stakeholders, for their valuable sustained support and co-operation to the Company.

On behalf of the Board

MANOJGAUR

May 28,2010 CHAIRMAN

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