DIRECTORS' REPORT

To

The Members,

Your Directors submit their report for the Financial Year ended 31st March, 2015.

Disinvestment Initiatives

a. Sale of Cement Plants in Gujarat by JCCL

Cement Plants in Gujarat with a capacity of 4.80 MTPA have been demerged by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company through a Scheme of Arrangement to UltraTech Cement Limited, a company of Aditya Birla Group, at an enterprise value of Rs. 3,800 Crores besides the actual net working Capital. The said process was consummated on 12th June 2014.

b. Sale of stake in Bokaro Jaypee Cement Limited

Further, the Company signed an agreement on 24th March 2014 with Dalmia Cement (Bharat) Ltd. for sale of its entire 74% stake (9,89,01,000 equity shares owned by it) in Bokaro Jaypee Cement Limited, a Joint Venture between the Company (JAL) and Steel Authority of India Limited (SAIL), having a Plant with operating capacity of 2.10 MTPA, at a consideration of Rs. 69.74 per share (against its cost of Rs. 18.57 per share). The said transfer was consummated on 29th November 2014 with the receipt of consideration of Rs. 667.57 Crore & transfer of the said shares to Shri Rangam Securities & Holdings Limited, an associate/affiliate of Dalmia Cement (Bharat) Limited.

c. Sale of Cement Grinding Unit at Panipat, Haryana,

Pursuant to approval of Board of Directors on 25th August 2014, the Company signed a Business Transaction Agreement with Shree Cement Limited, for sale of Company's 1.5 MTPA Cement Grinding Unit in Panipat, Haryana for a total consideration of X 360 Crores approx., subject to adjustment for net working capital & Financial Indebtedness taken over. The Transaction has been consummated at Rs. 358.22 Crores on April 27, 2015 and will get reflected in the financial results for the current year.

d. Sale of Cement Plants at Bela & Sidhi, M.P.

Pursuant to the approval given by Board of Directors on 23rd January 2015, the Company signed an Implementation Agreement with UltraTech Cement Limited for transfer as slump exchange, of following:

Integrated Cement plant with clinker capacity of 2.1 MTPA & Cement Grinding Capacity of 2.6 MTPA at Bela, M.P along with CPP of 25 MW;

Integrated Cement plant with clinker capacity of 3.1 MTPA & Cement Grinding Capacity of 2.3 MTPA at Sidhi, M.P along with CPP of 155 MW;  for an enterprise value of Rs. 5,325 Crore, the said transfer is under process.

e. Sale of Baspa-II & Karcham Wangtoo HEP by JPVL  Jaiprakash Power Ventures Limited (JPVL) signed an agreement with JSW Energy Limited for sale of Baspa-II and Karcham Wangtoo Hydro Power Plants. Pursuant to Order of Hon'ble High Court of Himachal

Pradesh at Shimla dated June 25, 2015, the said plants have been hived off on September 8, 2015 by way of sale of entire shareholding in Himachal Baspa Power Company Limited (a subsidiary of JPVL), at a value of Rs.9700 Crores (excluding minor adjustment for working capital etc.). The transaction has been consummated.

f. Sale of wind Power plants of 49 MW

Your Company on September 30, 2015 has agreed to hive off the entire 49 MW capacity of wind power plants being operated out of which 40.25 MW was in Maharashtra (i.e 16.25 MW at Dhule & 32.75 MW at Sangli) and 8.75 MW in Gujarat (all at Kutch), on a slump sale basis. The transaction has since been consummated and will get reflected in the financial results of the current year.

Amalgamation of subsidiary company, Jaypee Sports International Limited, into the Company:

Pursuant to Order dated 14th September 2015 of Hon'ble High Court of Judicature at Allahabad, Jaypee Sports International Limited (JSIL) a wholly owned subsidiary of your Company got merged into JAL. The said Order/Scheme has become effective on 16th October 2015 i.e. the date when it has been filed with the Registrar of Companies, U.P., the Appointed Date of amalgamation being 1st April, 2014.

By virtue of the said amalgamation, all assets, liabilities, rights, privileges, powers, authorities and obligations of the said JSIL have become the assets, liabilities, rights, privileges, powers, authorities and obligations of the Jaiprakash Associates Limited from the appointed date, i.e. 1st April, 2014. As such the results of JSIL stand merged in these financial statements of the Company.

2.0 DIVIDEND

Keeping in view the losses during the year and the need to conserve the resources of the Company, the Board has decided not to recommend any dividend for the financial year 2014-15.

3.0 CHANGES IN SHARE CAPITAL

The Paid up Share Capital of the Company on 1st April 2014 stood at Rs. 4,438,167,118 divided into 2,219,083,559 Equity Shares of Rs.  2 each.

During the year under report, the Company issued and allotted 213,373,416 Equity shares of Rs.  2 each under the Qualified Institutions Placement issue on 10th July 2014 @ Rs.  70.27 per share (including premium of Rs.  68.27 per equity share) to Qualified Institutional Buyers. Thus as on 31st March 2015, the paid-up Equity Share Capital of the Company stood increased to Rs.  4,864,913,950 divided into 2,432,456,975 Equity Shares of Rs.  2/- each.

The Authorised Share Capital has increased from Rs.  2500 crore to Rs.  3500 crore pursuant to Scheme of Amalgamation of wholly owned subsidiary, Jaypee Sports International Limited, into the Company from 01.04.2014.

4.0 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

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

The particulars about conversion, outstanding amount, coupon, listing etc. of all past and present FCCBs are detailed in para 33 of the Corporate Governance Report forming part of this Report.

5.0 EMPLOYEE STOCK PURCHASE SCHEME

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

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

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

It is confirmed that:

there is no employee who has been issued shares in any year amounting to 5% or more shares issued during that year; and there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company

6.0 OPERATIONS

6.1 ENGINEERING DIVISION

6.1.1 Prequalifications / Bids Under submission

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

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

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

(iii) Civil Structure and Track Work between Sahnewal Station and Pilkhani Station (Approx. 175 Km route of Single Line) (Contract Package 301) of Eastern Dedicated Freight Corridor Project.

(iv) Civil Structure and Track Work between Dadri Station and Khurja Station (Approx. 46 Km route of Double Line) (Contract Package 302) of Eastern Dedicated Freight Corridor Project.

(v) Construction of Dam, Intake and Underground Power House of 300 MW Lakhwar Multi- Purpose Project in Uttarakhand.

(vi) Expression of Interest for Selection of Strategic Joint Venture Partner by Druk Green Power Corporation Ltd. for the establishment of a Hydropower Construction Company for executing works in Bhutan.

(vii) Expression of Interest for Selection of consortium partner of Multipurpose Dam Projects in the Republic of Kenya

6.1.2 The Company has submitted Bid for the following

Works:

(i) Execution of Civil and Hydro-Mechanical Works on EPC basis, of 118 MW Nikachhu Hydropower Project in Bhutan

(ii) Construction of Dindi Balancing Reservoir of SLBC Tunnel Scheme across Dindi river near Mothia Thanda of Teldevarapalli (V), Chandampet (M), Nalgonda District. in Andhra Pradesh.

However, the Company has not been the lowest bidder for the contract.

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

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

(ii) Construction of Civil Works of Adits-2, 3 & 4, HRT from RD 9500m to RD 17906m, Pressure Shaft, Penstocks, Surge Shaft, Valve House, Power House Complex and Tail Race

Tunnel (PACKAGE-II) of 252 MW Devasari

Hydroelectric Project, District Chamoli, Uttarakhand.

(iii) Execution of Civil, Hydro-Mechanical and Electro-mechanical Works on EPC basis, of 240 MW Kutehr Hydroelectric Project in Himachal Pradesh. For this project the Company has been the lowest bidder.

6.1.4 Works in Progress

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

6.2 CEMENT DIVISION

6.2.1 Operations

The Cement manufacturing capacity of the Group as a whole is 31.65 MTPA (including 3.86 MTPA under implementation).

Plants in West Zone with a capacity of 4.80 MTPA have been hived off by Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of the Company through a Scheme of Arrangement to UltraTech Cement Limited, a company of Aditya Birla Group in June 2014. Company's stake (74%) in Bokaro Jaypee Cement Limited, a Joint Venture between the Company

(JAL) and Steel Authority of India Limited (SAIL),

having a Plant with operating capacity of 2.10 MTPA has also been sold to Shri Rangam Securities Limited, an associate/ affiliate of Dalmia Cement (Bharat) Limited in November 2014.

Further Jaypee Panipat Cement Grinding unit in Haryana with a capacity of 1.50 MTPA has been hived off to Shree Cement Limited on 27.04.2015. Jaypee Bela Plant & Jaypee Sidhi Cement Plant in Madhya Pradesh with a capacity of 4.90 MTPA are under the process of hive off to UltraTech Cement Limited. .

6.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category, the finest Championship Golf Course, Integrated Sports Complex and Town Centre strategically located for discerning business and leisure travellers. Jaypee Vasant Continental with 119 rooms and Jaypee Siddharth with 94 rooms in New Delhi. Jaypee Palace Hotel and Convention Centre is the largest property located at Agra with an inventory of 341 rooms with luxurious Presidential Suites and Jaypee Residency Manor with Valley View Tower at Mussoorie has 135 rooms. Jaypee Greens Golf & Spa Resort, Greater Noida is a prestigious & Luxury Resort with 170 state of art rooms overlooking the Championship 18 hole Greg Norman Golf Course.

Jaypee Greens Golf & Spa Resort hosted several prestigious conferences from India and abroad. The Resort hosted the conferences like Asian Development Bank Conference 2013 in

which Prime Ministers, Deputy Prime Ministers and Finance Ministers of various countries participated alongwith Heads of the National and International Banks.

Indian Green Building Council has conferred LEED certificate in "Gold Category" to the Jaypee Residency Manor, Mussoorie and "Platinum Category" to Jaypee Vasant Continental, New Delhi for energy & environmental design of the building.

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

The International tourist arrivals, worldwide have grown to 1138 million in 2014, and the forecast indicates a moderate pace of growth from 3% to 4% in FY 2015.

Foreign tourist arrivals in India during 2014 was 74.62 Lacs as against 68.48 Lacs in FY 2013.

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

6.4 REAL ESTATE DIVISION

Jaypee Greens, Greater Noida

The Company's prestigious project - Jaypee Greens, Greater Noida spread across 452 acres is the maiden golf centric residential development. The project integrates Luxury villas and Apartments with an 18 Hole Greg Norman Signature golf course, 9 Hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre Nature Reserve Park, a 5 star spa resort in collaboration with Six Senses Spa of Thailand, Town Centre, In the current year the Company offered possession of apartments in Castille, Star Court and Crescent Court. It also introduced the ready to move in "Ashok residences" apartments which have received an encouraging response.

Jaypee Greens Wish Town Noida

Jaypee Greens Wish Town Noida -being developed by the Jaypee Group is a bench mark for extraordinary lifestyle experiences. Spread over 1063 acres, it offers wide range of residential options ranging from independent homes to high-rise apartments and penthouses, along with host of other amenities such as a 18+9 hole Graham Cooke designed golf facilities, a 504 bed Super specialty Hospital, educational facilities including the already operational Jaypee Public school and Jaypee Institute of Information Technology (JIIT), landscaped parks and lakes and upcoming recreational facilities, entertainment hubs and commercial centers.

During the year the Company offered possession in majority of the towers of Pavilion Court and close to 4000 apartments are nearing possession in various project. This year also saw the launch of the first commercial project "Wish Point" and it was well received with majority of the project being sold out in this year itself.

Jaypee Greens AMAN

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

The Project is expected to commence offering possession of apartments soon.

Jaypee Greens Sports City

Jaypee Greens Sports City located on the Yamuna Expressway spread over 5,000 acres, comprises India's first International Motor racing track, International standard cricket stadium, a long green boulevard and much more. The Project is partly owned by erstwhile Jaypee Sports International Ltd., a wholly owned subsidiary of your Company (since been merged into your company) successfully hosted India's First F1 race in October, 2011 followed by two more races in October, 2012 and 2013. The development of Sports City inter-alia comprises of various thematic districts offering residential, sports, commercial and institutional facilities. The commercial zone will offer well defined areas for elaborate financial and civic centers, along with Residential Districts which will have a vast range of products including villas, town homes, residential plots and mid to high rise apartment blocks, to suit the requirements of all.

While the Projects already launched by the Company, viz., Kassia, Kove, Krowns and Country Home-I & II, Greencrest Homes, Buddh Circuit studios, Naturvue Apartments, Udaan and Aman are under development, the Company has during the year launched new products:, Sports Ville -Expandable Villas and Tanishq Square- a unique Shop cum Office complex of commercial plots, all of which received a very encouraging response from Customers.

Backed by a strong team of Architects, Engineers, Sales and Marketing professionals the Company is committed to deliver all of its projects in the coming years.

6.5 SPORTS DIVISION

As mentioned above, the erstwhile Jaypee Sports International Limited (JSIL) has been amalgamated into the Company on 16.10.2015 w.e.f. 01.04.2014 and now it is known as Jaypee International Sports, a division of Jaiprakash Associates Limited.

JSIL was incorporated on 20th October, 2007. It was allotted around 1100 Ha. Of land for development of Special Development Zone (SDZ) with sports as a core activity by Yamuna Expressway Industrial Development Authority

YEA). This area is inclusive of 100 Ha of land to be used for Abadi Development. The core activities are sports which inter-alia include Motor Race Track, suitable for Holding Formula One race and setting up a Cricket stadium of International Standard to accommodate above 1,00,000 spectators and others.

The Motor Race Track known as Buddh International Circuit (BIC) was completed well in time and JSIL successfully hosted the three Indian Grand Prix held in October, 2011, October, 2012 & October, 2013. The success of the event was acknowledged by winning of many awards and accolades.

This division is trying its best to generate revenue by placing Buddh International Circuit (BIC) as one stop destination for exhibitions, shooting of movies, concerts, product launches and other promotional entertainment activities.

To design the cricket stadium, M/s. ALA Architects were appointed and the first phase of construction is likely to be completed soon.

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

7.0 DIVERSIFICATION

A. WIND POWER PROJECT

The Company had been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and 8.75 MW in Gujarat). Out of the aggregate capacity of 49 MW, 16.25 MW (13 generators each of 1.25 MW) was commissioned during December 2006 to March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75 MW- 7 generators each of 1.25 MW) in March 2008. The electricity generated from the project is being sold to Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity during the year under report were 78.12 Million units and X 33.29 crores against 89.41 Million units and X 37.15 crores respectively in the year 2013-14.

The Board has approved to hive off the said Wind Power Plants (entire 49 MW) on

September 30, 2015 and the transaction has since been consummated.

B. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

The Company had been granted mining rights in Amelia (North), Dongrital-II, Mandla (South) and Mandla (North) Coal Blocks located in the State of Madhya Pradesh. Three separate joint-venture companies were set-up for the first three Coal Blocks which had been allocated to the Madhya Pradesh State Mining Corporation Ltd. (MPSMCL), with an identical shareholding ratio of 51 : 49 between MPSMCL and company. Coal mined from Amelia (North) and Dongrital-II Mines was for supply to the 2 x 660 MW Super Critical Thermal Power Plant at Nigrie, M.P. being set up by Jaiprakash Power Venture Ltd.(JPVL), a subsidiary of Company. Mandla (North) Coal Block was for captive use of Coal for companies Cement Plants.

After developing Amelia (North) Coal Block, the JVC namely MPJML had started supply of Coal to the Nigrie Super Thermal Power Plant. The remaining three Coal Blocks had also achieved substantial progress in developing the mines and obtaining clearances / approvals.

On 24th September 2014, the Supreme Court of India through its judgement had cancelled 204 Coal Blocks allocated between 1993 and 2011. Amelia (North), Dongrital-II, Mandla (North) and Mandla (South) Coal Blocks were amongst the 204 Coal Blocks cancelled by the Supreme Court. The Court however allowed 42 operational Coal Blocks including Amelia (North) Coal Block to continue to operate till 31st March, 2015 by paying additional levy.

Subsequent to the Supreme Court judgement, the Nominated Authority of the Ministry of Coal started the process for electronic auction of Coal Blocks which had earlier been cancelled pursuant to Court order. In the first phase of e-auction, JPVL has emerged successful by bagging Amelia (North) Coal Mine, reserved for the power sector. The e-auction for this Mine was done through reverse bidding process aimed at minimizing impact on power tariff of the end use power plant.

Further, the Company has won Mandla (North) Coal Mine. In the second phase,

JCCL, wholly owned subsidiary of the Company, has been successful in securing Mandla (South) Coal Mine. Both these mines were earmarked by the Government for specific end use of iron & steel, production of cement, and for captive use in the plants. Accordingly, Coal mined from these two Mines would be for captive use of cement plants of the respective Company The Company and JPVL have also signed Coal Mine Development and Production Agreement (CMPDA) with the Government for Mandla North and Amelia North Coal Mines respectively.

Third round of e-auction was held in the month of August 2015 and Jaypee Cement Corporation Limited (JCCL), a subsidiary of the Company, was declared successful bidder for Majra coal mine. Vesting order was issued vide No. 104/34/2015/NA dated  30.09.2015

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

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

D. DIVERSIFICATION INITIATIVES

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

8.0 SUBSIDIARIES

As on 31st March 2015, in terms of the provisions of Companies Act, 2013, your Company had following subsidiaries which are engaged in different business activities:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Limited

3. Jaypee Powergrid Limited

4. Sangam Power Generation Co. Limited

5. Prayagraj Power Generation Co. Limited

6. Jaypee Meghalaya Power Limited

7. Himachal Baspa Power Company Limited (no more a subsidiary of JPVL w.e.f. 08.09.2015, and consequently of JAL also, as JPVL sold all its shares in it on 08.09.2015. Since, it was a subsidiary of Company on 31.03.2015, its financial statements have been consolidated with the financial statements of JAL, the Company.)

8. Bina Power Supply Limited (the name of Himachal Karcham Power Company Limited has since been changed to Bina Power Supply Limited w.e.f. 28.09.2015)

9. Bhilai Jaypee Cement Limited

10. Gujarat Jaypee Cement & Infrastructure Limited

11. Jaypee Cement Corporation Limited

12. Jaypee Assam Cement Limited

13. Jaypee Infratech Limited

14. Jaypee Ganga Infrastructure Corporation Limited

15. Himalyan Expressway Limited

16. Jaypee Agra Vikas Limited

17. Jaypee Cement Cricket (India) Limited

18. Jaypee Cement Hockey (India) Limited

19. Jaypee Fertilizers & Industries Limited

20. Himalyaputra Aviation Limited

21. Jaypee Healthcare Limited

22. Jaiprakash Agri Intiatives Company Limited

Note-1: Bokaro Jaypee Cement Limited (BOJCL) ceased to be a subsidiary of the Company w.e.f 29.11.2014, consequent to sale of its entire 74% stake in BOJCL (as mentioned above in para 6.2.)

Note-2: Jaypee Sports International Limited, a wholly owned subsidiary of your Company, amalgamated into JAL, the Company on 16.10.2015 pursuant to Order of Hon'ble High Court of Judicature at Allahabad dated

14.09.2015, the appointed dated being 01.04.2014. Since the amalgamation is with effect from 01.04.2014, in financial statements, it has been treated as a division of the Company for financial year 2014-15.)

Due to merger of Jaypee Sports International Limited into the Company and divestment in Himachal Baspa Power Company Limited, as on date of signing of this report, your Company has 21 subsidiaries.

The status of the aforesaid subsidiaries is as under: POWER AND RELATED BUSINESS

1. JAIPRAKASH POWER VENTURES LIMITED (JPVL)

As on 31st March 2015, JPVL had three operative Hydro Power Plants and two operative Thermal Power Plants, namely:

i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh (since hived off by JPVL on 8.09.2015);

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

iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal Pradesh (since hived off by JPVL on 08.09.2015);

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

v) 1320 MW Jaypee Nigrie Super Thermal Power Plant in Nigrie, Distt. Singrauli, Madhya Pradesh.

Besides the above mentioned power projects, JPVL has implemented Jaypee Nigrie Cement Grinding Unit with capacity of 2 MTPA , the commissioning activities of which has started and its commercial operations are expected to commence shortly.

Following the cancellation of coal blocks in terms of judgment dated 25th August, 2014 read with order dated 25th September, 2014 of Hon'ble Supreme Court of India, the Central Government conducted e-auction of coal mines in which your Company participated and was allotted Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, during the year.

300 MW Jaypee Baspa-II Hydro Power Plant (since hived off by JPVL on 08.09.2015)

The average tariff for Baspa-II Hydro Power Plant for the year under report, as per the Multi Year Tariff (MYT) Order dated 15th July, 2011, Order dated 6th September, 2012 and in accordance with the Power Purchase Agreement (PPA) works out to Rs.  2.77 per unit. The total generation of energy during the year was 1256.96 MUs including 12% free Power to State Electricity Board/Government of Himachal Pradesh and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 1100.47 MUs, out of which 1056.92 MUs was Primary Energy and 43.55 MUs was Secondary Energy.

400 MW Jaypee Vishnuprayag Hydro Power Plant

The average tariff during the year under report for 400 MW Vishnuprayag Hydro Power Plant works out to Rs.  2.47 per unit. The total generation of energy during the year was 1815.92 MUs (including 22.15 MUs deemed generation) .The net saleable energy during the year was 1573.96 MUs out of which Primary Energy was 1545.87 MUs and Secondary Energy was 28.09 MUs.

1091 MW Jaypee Karcham Wangtoo Hydro Power Plant (since hived off by JPVL on 08.09.2015)

The average realization for the year under report works out to Rs.  3.93 per unit. The total generation of energy during the year was 4240.25 MUs including 531.84 MUs free Power to State Government and also auxiliary consumption/transformer losses. The Net Saleable Energy during the year was 3708.41 MUs.

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

500 MW Phase I (of 1200 MW) Jaypee Bina Thermal Power Plant

Based on the tariff petition filed by JPVL, MPERC has approved final tariff for Unit-I and Unit-II on 26th November, 2014. Your Company is supplying 70% of the installed capacity on long-term basis to Govt. of Madhya Pradesh/Madhya Pradesh Power Management Company Ltd., in terms of the Power Purchase Agreement executed with them and balance of installed capacity is being sold as merchant power.

The plant performance of 500 MW Jaypee Bina Thermal Power Plant from 1st April, 2014 to 31st March, 2015 was as under:

1320 MW Jaypee Nigrie Super Thermal Power Plant (JNSTPP)

Two units of 660 MW each have successfully achieved commercial operation on 3rd September, 2014 and 21st February, 2015 respectively. Further, as mentioned above, your Company has acquired coal mine at Amelia (North) through e-auction conducted by Government of India for meeting the coal requirement of JNSTPP. Madhya Pradesh Electricity Regulatory Commission has approved the provisional blended tariff of JNSTPP. Your Company is supplying 37.5% of the installed capacity on long term basis to Government of Madhya Pradesh and Madhya Pradesh Power Management Company Limited in terms of Power Purchase Agreement executed with them and the balance capacity is sold on merchant basis.

Jaypee Nigrie Cement Grinding Unit at Nigrie

The commissioning activities of 2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, having estimated project cost of Rs.  335 crore has started and commercial operations are expected to commence shortly. An expenditure of approximately Rs. 299.56 crore had been incurred till 31st March, 2015. The statutory approvals required for the current stage of the project are in place.

Verified/Certified Emmission Reductions (VERs/CERs)

As already reported, 1091 MW Jaypee Karcham Hydro Power Plant has already been registered by UNFCCC as a CDM Project w.e.f 1st January, 2013 for ten years upto 31st December, 2022. The Project has been validated and verified by TUV NORD, Germany for issue of VERs for the period from 13th May, 2011 to 11th April, 2012. The project is validated by TUV NORD JI/CDM Certification Programme, Germany as compliant with World Commission on Dams (WCD) Recommendations.

As for financial year 2013-14, JPVL had sold from time to time 34,79,664 VERs aggregating Rs.  28.95 crores in respect of Jaypee Baspa-II Hydro Power Plant and 94,90,664 VERs aggregating Rs.  213.24 crores in respect of Jaypee Vishnuprayag Hydro Power Plant. No further

VERs could be sold in respect of the aforesaid plants during the financial year 2014-15

2. JAYPEE ARUNACHAL POWER LIMITED (JAPL)

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

As already reported, for the 2700 MW Lower Siang Hydro Electric Project, CEA approval was obtained in February, 2010 and the concurrence has been extended by CEA for another three years. Land acquisition is in progress. In-principle Approval has been granted and Power Purchase Agreements (PPAs) are to be submitted for final approval with respect to the grant of Mega Power status of the project. Draft Rehabilitation & Resettlement Plan has been submitted to the State Government. The State Government has recommended the forest clearance case to Ministry of Environment and Forest (MOEF) and the same is under examination by Regional unit of MOEF since February, 2015.

For 500 MW Hirong Hydro Power Project, CEA has accorded Techno-Economic Concurrence on 10th April, 2013. For the Environmental/Forest Clearance of the Project, the EIA & EMP Reports have been submitted to MoEF. The State Government has recommended the forest clearance case to Ministry of Environment and Forest (MOEF) and the same is under examination by Regional Unit of MOEF since February, 2015.

An aggregate amount of Rs.  228.29 crore has been spent on the Projects upto 31st March, 2015.

3. JAYPEE POWERGRID LIMITED (JPL)

Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power Ventures Limited and Power Grid Corporation of India Limited (a Central Government Power Utility Undertaking) has set up 217 kms. long 400 kV Quad Bundle Conductor Double Circuit Transmission Line for evacuation of Power from the pothead yard of 1091 MW Karcham Wangtoo Plant in the State of Himachal Pradesh to Abdullapur in the State of Haryana and LILO with the existing Baspa-Jhakri Double circuit line. The cumulative availability of transmission system for FY. 2014-15 was 99.98%. During the Financial Year 2014-15, JPL earned an aggregate transmission tariff of Rs.  195.47 crore. JPL declared two interim dividends aggregating to 13% during FY 2014-15 and paid dividend of Rs.  28.86 crore to the Company.

SANGAM POWER GENERATION COMPANY LIMITED (SPGCL)

Sangam Power Generation Company Limited was acquired by JPVL from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil Karchana of District Allahabad, Uttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to the company due to local villagers agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, the Company's claims be settled amicably for closing the agreement(s). As already reported, necessary supporting documents in support of the company's claim have been furnished to UPPCL which is under their review.

An aggregate amount of Rs.  548.60 crore has been spent on the Projects up to 31st March, 2015.

5. PRAYAGRAJ POWER GENERATION COMPANY LIMITED (PPGCL)

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

Power Purchase Agreement with UPPCL has been executed for 25 years for 90% Sale of Power with balance 10% to be sold on merchant basis.

Fuel Supply Agreement between PPGCL & NCL has been executed on 29th August, 2013 for Coal linkages for Phase-I.

All Statutory/ Regulatory approvals required for the project are in place. The supplies from BHEL for Boiler, Turbine and Generator for Phase-I of the Project are in progress. All major packages have been awarded and supply of materials is in progress.

The delay in receiving startup power has delayed the commissioning activities of the power plant. Startup power was finally received on 10th November, 2014 and pre-commissioning activities related to Unit-1 have commenced thereafter.

The revised Project Cost of Rs.  13,870 crores, as approved by the lenders, would be financed through Rs. 4,021 crores as equity and Rs.  9849 crore as Debt. PPGCL is in the process of arranging additional debt requirement of Rs.  1,764 crores of the revised project cost. An expenditure of approximately Rs. 11,540 crore has been incurred on the implementation of the Project upto 31st March, 2015.

Boiler light up of Unit-I has been achieved on 31st March, 2015. At the current stage of the implementation of the project, it is envisaged to achieve COD of the project by January, 2016

6. JAYPEE MEGHALAYA POWER LIMITED (JMPL)

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

With respect to 450 MW Kynshi-II the field work of survey & investigation and EIA studies have already been completed. Drilling and drifting in Power house area have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest (MOEF). Based on the observation of the MOEF, Uranium Corporation of India issued No Objection Certificate with respect to uranium deposit in the vicinity of the Project. Accordingly revised proposal for issuance of terms of reference for environment impact assessment studies is under preparation. The control levels i.e. full reservoir level & tail reservoir level for Kynshi-II Project have been approved by State Government. Approval of Central Electricity Authority has been accorded to the water availability series for power potential studies.

With respect to the 270 MW Umngot H.E.P, the State

Government has advised that the project will not be operationalized as per Memorandum of Agreement till further orders. The matter is being pursued with the State Government for permission to resume the works.

An aggregate amount of Rs.  8.50 crore has been spent on the Projects up to 31st March, 2015.

HIMACHAL BASPA POWER COMPANY LIMITED (HBPCL)

Himachal Baspa Power Company Limited (HBPCL) was incorporated on 14th March, 2014 and it had received Certificate of Commencement of Business on 24th March, 2014. HBPCL is 99% subsidiary of the JPVL.

Pursuant to the Scheme of Arrangement between the JPVL and HBPCL, 300 MW Jaypee Baspa-II Hydro Power Plant and 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant were transferred to and vested in HBPCL w.e.f. 01.09.2015. JPVL has since sold its entire stake in HBPCL on 08.09.2015 and thus w.e.f. 08.09.2015, it is no more a subsidiary of JPVL as well as of JAL.

. BINA POWER SUPPLY LIMITED (BPSL)

Bina Power Supply Limited (BPSL) was originally incorporated as Himachal Karcham Power Company Limited (HKPCL) on 14th March, 2014 and it had received Certificate of Commencement of Business on 24th March, 2014. The name of HKPCL has since been changed to Bina Power Supply Limited w.e.f.  28.09.2015.

It is a wholly owned subsidiary of the JPVL and it is not carrying on any operations.

CEMENT BUSINESS

9. BHILAI JAYPEE CEMENT LIMITED (BJCL)

The Clinkerisation plant of BJCL, a joint venture between JAL & SAIL at Satna continued to function satisfactorily. During the period under report, the Company has achieved a gross turnover of Rs.  615.54 crore, as against Rs.  697.78 crore during the Financial  Year 2013-14.

The operations of the Company during the year resulted in an operating profit of Rs.  39.42 crore as against Rs.  55.62 crore during the previous year. After taking into account the impact of interest (Rs. 42.82crore) and considering depreciation of Rs. 35.87 crore, the Company has incurred loss of Rs.  39.27 crore before tax

10. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)

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

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

The financial position of GJCIL for the financial year

11. JAYPEE CEMENT CORPORATION LIMITED (JCCL)

Jaypee Cement Corporation Limited (JCCL), a wholly owned subsidiary of your Company, has a 5.0 MTPA capacity integrated cement plant along with captive power plant of 35 MW at Jaggaiahpet, District Krishna, Andhra Pradesh. Another captive power plant of 25 MW is under implementation at this plant.

JCCL has, during the year, also commissioned a 1.14 MTPA cement grinding unit at Shahabad District Gulbarga, Karnataka. A 60 MW captive power plant is in advanced stage of implementation at this site.

JCCL's Plant in West Zone with a capacity of 4.8 MTPA was demerged, through a Scheme of Arrangement pursuant to Section 391-394 of the Companies Act, 1956, to UltraTech Cement Limited, a company of Aditya Birla Group. The said transaction was consummated on 12th June 2014.

12. JAYPEE ASSAM CEMENT LIMITED (JACL)

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

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

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

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

JACL was, however, compelled to suspend all project activities since January 2012 due to adverse security situation in the vicinity of the project, as reported last year. Your directors are in regular touch with concernedauthorities for resumption of project activities as and when the security situation is improved.

EXPRESSWAYS AND RELATED BUSINESS

13. JAYPEE INFRATECH LIMITED (JIL)

Jaypee Infratech Limited (JIL) Yamuna Expressway was opened for public on 9th August, 2012 and commenced toll collection w.e.f. 16th August, 2012. Highlights of performance there at 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.

JIL 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.  21,943 Crores.

The Financial Year has been a successful year for JIL 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 JIL also commenced operations at its 504 bedded super speciality hospital namely "Jaypee Hospital" located at Wishtown, Sector-128, Noida.

14. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)

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

Preparatory work for the Project was started. Consequent upon the Order of Hon'ble High Court of Allahabad dated 29.05.2009 quashing the environment clearance earlier issued by State Environment Impact Assessment Authority (SEIAA), fresh application for the Environmental Clearance was filed which is still pending. Since there are lot of uncertainties in respect of Environment clearance, due to various developments like farmers unrest etc., upon the discussion with the Government / Authority, a supplementary agreement was signed with the Authority on 30th November, 2011 and UPEIDA has returned the Bank Guarantee after taking an undertaking from JGICL that the Company would revive the Bank Guarantee, when the project gets environmental clearance. In the meeting held on 12th September, 2014, it was agreed between UPEIDA and JGICL to terminate the Agreement of Ganga Expressway and the settlement agreement has been forwarded to the Government of U.P for approval which is pending.

15. HIMALYAN EXPRESSWAY LIMITED (HEL)

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

The highlights of HEL's performance during 2014-15 , are as under:

The revenue from Toll Collection for the year ended 31st March, 2015 was Rs.  33.62 crores, as compared to Rs.  30.84 crores for the previous year ended 31st March, 2014, higher by approx. 9%.

The Average Annual Daily Traffic (AADT) for the year ended 31st March, 2015 was 44,295 PCUs, as compared to 43,883 PCUs for the previous year ended 31st March, 2014, higher by approx. 1%.

The Average Annual Daily Toll Revenue (AADR) for the year ended 31st March, 2015 was Rs.  9.21 Lacs, as compared to Rs.  8.45 Lacs for the previous year ended 31st March, 2014, higher by approx. 9%.

During the third year of commercial operation, HEL has shown an improved performance over the previous years.

16. JAYPEE AGRA VIKAS LIMITED (JAVL)

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

The project could not progress as ADA has not been able to fulfill its obligation in respect of 'Condition Precedent'. Recently, as per the decision taken by ADA, the Company has received part refund of the advance given to ADA for acquisition of land and the balance amount of X24.31 cr approx shall be refunded to JAVL after the direction of GoUP (Revenue Department).

SPORTS AND RELATED BUSINESS

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

JCCIL was incorporated on 20th October, 2012, as wholly owned subsidiary of Jaypee Sports International Limited (JSIL)/ now of JAL (due to merger of JSIL into JAL) to undertake the business of Cricket Sport. It obtained the certificate of commencement of business on 23rd October, 2012. The progress in the Company will commence once the cricket stadium is ready.

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

JCHIL was incorporated on 5th November, 2012, as wholly owned subsidiary of Jaypee Sports International Limited (JSIL)/ now of JAL (due to merger of JSIL into JAL) to undertake the business of Hockey Sport. It obtained the certificate of commencement of business on 12th November, 2012.

JCHIL entered into the Franchisee Agreement with Hockey India League [HIL] for the Team "Jaypee Punjab Warriors". The performace of Jaypee Punjab Warriors in HIL conducted in the year 2013 & 2014 was well appreciated.

HIL season 2015 was scheduled from 22nd January, 2015 to 22nd February, 2015 Jaypee Punjab warriors finished second in the leaugue and was also awarded with Airtel Maximum Goal Award.

19. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)

JFIL was incorporated on 03.06.2010 to carry on the business directly or by making investment in other companies having similar objects including that of  manufacturers, fabricators, processors, producers, importers, exporters, buyers, sellers etc. of all kinds of fertilizers and chemicals. It is a wholly owned subsidiary of Jaiprakash Associates Limited and undertook the business of fertilizers and chemicals. The Company had participated as a strategic investor in the 'Rehabilitation Scheme' (Scheme) of fertilizer undertaking of Duncans Industries Ltd. (DIL) which was approved by the Board for Industrial & Financial Reconstruction (BIFR) in January, 2012.

Pursuant to the Scheme, the said fertilizer undertaking which is famous for 'Chand Chhap' Urea stood vested in Kanpur Fertilizers & Cement Limited (KFCL), in which JFIL has been making investments through

Jaypee Uttar Bharat Vikas Private Limited (JUBVPL),

a Joint Venture, which held 99.73% (approx.) equity shares of KFCL as on 31.03.2015.

KFCL has been moving progressively towards implementation of its Scheme and has so far spent a sum of X 1,232 crore upto 31.03.2015 towards Capex (including Capital Advances) on its ongoing revamping, modernization and up gradation of its fertilizer plant. The commercial operations at the plant commenced w.e.f. 01.06.2014 and all the 03 Urea and Ammonia streams, all the 04 bagging lines in bagging plant, 02 boilers having capacity of 70 TPH & 01 boiler with the capacity of 35 TPH and Hydrolyser stripper unit for treating nitrogenous effluent are operating satisfactory whereas ETP plant is under commissioning and new AFBC boiler construction job is in progress.

During the year under report, KFCL has generated gross revenue of Rs.  2,614.71 crore and its Urea production stood at 6,41,488 MT and sales at 6,49,801 MT. The Net Profit during the financial year 2014-15 was at Rs.  12.63 crore translating to basic earning per equity share at Rs.  0.63 for the financial year 2014-15.

AVIATION BUSINESS

20. HIMALYAPUTRA AVIATION LIMITED (HAL)

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

HEALTHCARE BUSINESS 21. JAYPEE HEALTHCARE LIMITED (JHL)

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

"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, Radiology, Lab, and Executive Health Check up in first phase from 1st April, 2014. This healthcare facility is Jaypee Group's noble intention to make its foray into the healthcare domain.

AGRI BUSINESS

22. JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED (JAICO)

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

JAICO had set up soya and mustard processing plant at Rewa, Madhya Pradesh. Jaypee Oilseeds Processing Complex has facilities to handle all types of products and by-products from Soya and Mustard. However, the production activities of Soya/ Mustard oil has been stopped and the plant is under preventive maintenance since February, 2013.

Two milk processing undertakings of JAICO in the name of Shree Krishna Dugdh Sanyantra which were set up in October 2012 at Mathura and Tappal in the State of Uttar Pradesh had been incurring operating losses. Therefore, the company sold the said two undertakings in January & February, 2015, after taking approval from Shareholders in January, 2015.

9.0 CONSOLIDATED FINANCIAL STATEMENTS

The statement (in prescribed form AOC-1) as required under Section 129 of the Companies Act, 2013, in respect of the subsidiaries and associates of the Company is annexed and forms an integral part of this Report. The consolidated financial statements of the Company and its subsidiary companies for the year ended 31st March 2015 , prepared in accordance with Accounting Standard AS-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company and subsidiary companies seeking such information. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in Company's Head Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand.

The Company has also uploaded the details of the accounts of individual subsidiary companies on its website i.e. www.jalindia.com

10.0 OUTLOOK

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

11.0 DIRECTORATE

A. Cessation of Directorships:

Shri Viney Kumar, a nominee of IDBI Bank Limited ceased to be on the Board of the Company w.e.f. June 23, 2014 consequent upon the withdrawal of his nomination by the Bank.

Shri V. K Chopra and Dr. B. Samal, Independent Directors resigned from Directorship of the Company w.e.f. September 16, 2014 and September 30, 2014 respectively due to personal reasons.

Shri Shiva Dixit, Wholetime Director resigned w.e.f. 20th July 2015 due to his personal reasons.

B. Appointments of Independent Directors:

The Board in its meetings held on September 27, 2014 and November 12, 2014, based on the recommendation of the Nomination & Remuneration Committee, appointed the following persons as Additional/ Independent Directors for a period of three consecutive years from the date of their appointment by the Board, subject to approval of the shareholders, keeping in view their integrity, relevant expertise and experience, to comply with the provisions of revised Clause 49 of the Listing Agreement of having atleast half of the Board as Independent Directors.

Shri C. P. Jain, Shri K. P. Rau and Shri S.C.K. Patne  were appointed as Independent Directors on the Board of the Company w.e.f. September 27, 2014, not liable to retire by rotation.

Shri T.R. Kakkar was appointed as Independent Director on the Board of the Company w.e.f. November 12, 2014, not liable to retire by rotation.

Shri MV Phadke was appointed as IDBI Nominee Director on the Board of the Company w.e.f. 10th June 2015, not liable to retire by rotation.

With the above co-options, the composition of the Board is in compliance of the requirements of the Companies Act, 2013 and the Listing Agreement.

Necessary proposals for their appointment as Director of the Company have been included in the Notice of the Annual General Meeting for your approval.

C. Retirement by rotation:

Shri Ranvijay Singh and Shri Pankaj Gaur,

Directors would retire by rotation at the forthcoming Annual General Meeting of the Company. The proposals for their re-appointment have also been included in the Notice of the Annual General Meeting for your approval.

12.0 DEPOSITS

Your Company had a track record of being regular in repayment of deposits and payment of interest thereon. As on 1st April, 2014, the Company had outstanding fixed deposits and interest payable thereon aggregating Rs. 2,722.53 Crores, which were to be repaid over a period of three years from the date of their respective acceptance. However, under the new provisions, the outstanding deposits were required to be repaid by 31st March, 2015. Due to the changed provisions under the Companies Act, 2013, the Company decided to stop accepting fresh deposits/ renewing the existing deposits. Since the amount raised by the Company stood deployed in its business, it was not feasible to repay such a huge amount within the said period. Accordingly, the Company approached Hon'ble Company Law Board for extension of time for repayment of outstanding Fixed Deposits. Seeing the satisfactory progress, Hon'ble Company Law Board has from time to time extended the time for such repayment, finally till 31st December, 2015. In the meantime, the Company, in compliance with the orders of the Hon'ble Company Law Board, had been making repayments of deposits and payment of interest due thereon. As on 31st March, 2015, an aggregate amount of Rs.1,816.18 Crores was payable towards repayment of deposits and interest thereon. Since 1st April, 2014, against an aggregate outstanding of Rs. 2,722.53 Crores, the Company has, till date, settled FDs aggregating Rs. 1,215.11 Crores including interest payable thereon. Your Company has a firm resolve to repay the outstanding deposits and interest payable thereon, aggregating approximately Rs. 1,507 Crores, at the earliest possible, out of its resources including the proceeds of the impending divestments.

13.0 AUDITORS

A) STATUTORY AUDITORS:

M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the Company are appointed as Statutory Auditor of the Company for a term of three consecutive financial years i.e. for 2014-15, 2015-16 & 2016-17. They hold office from the conclusion of the last Annual General Meeting held on 27th September 2014 till conclusion of the Annual General Meeting of the Company to be held in the year 2017, subject to ratification by the shareholders at every Annual General Meeting. Necessary proposal for ratification of their appointment has been included in the Notice of the AGM for your approval.

B) SECRETARIAL AUDITORS:

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditor of the Company by the Board of Directors as per Section 204 of the Companies Act 2013 for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March 2015 forms part of the Director Report.

Based on the recommendations of the Audit Committee, the Board has further re-appointed M/s Chandrasekaran Associates, Company

Secretaries, to conduct the Secretarial Audit for the financial year 2015-16 as per Section 204 of the Companies Act, 2013.

C) COST AUDITORS:

For the financial year 2014-15, the Board of Directors of the Company re-appointed, based on recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, (Firm's Registration No. 2890), as Cost Auditors, for auditing the cost accounts in respect of applicable businesses of the Company. The remuneration is subject to ratification by shareholders for which a proposal is contained in the Notice of AGM.

14.0 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.

15.0 BUSINESS RESPONSIBILITY REPORT

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

16.0 EMPLOYEE RELATIONS & PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and all offices and achieved commendable progress.

CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

There was no case filed by any woman during the Calendar year 2014 nor during Calendar year 2015 (till date) pertaining to sexual harassment of women at work place. The Company has formed an 'Internal Complaints Committee' pursuant to the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013' for the purpose of prevention of sexual harassment of women at workplace. The said Committee gave its Report for the Calendar Year 2014 as well as Interim Report for the Calendar year 2015 (till date) confirming that no such case has been filed during the said periods.

17.0 REQUIREMENTS AS PER SECTION 134 (3) OF COMPANIES ACT, 2013

17.1 EXTRACT OF THE ANNUAL RETURN UNDER SECTION 92 (3) -

The extract of the Annual Return as provided u/s 92(3) (in form MGT-9) is enclosed as Annexure- 1.

17.2 THE NUMBER OF MEETINGS OF THE BOARD -

The total no. of meetings of the Board of Directors held during the Financial year 2014­15 is 8 (Eight). The Board Meetings were held on: i) 27.05.2014, ii) 12.08.2014, iii) 25.08.2014, iv) 27.09.2014, v) 12.11.2014, vi) 23.12.2014, vii) 23.01.2015 and viii) 10.02.2015.

17.3 DIRECTORS' 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 having:

(a) Followed 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.

17.4 STATEMENT ON DECLARATIONS GIVEN BY

INDEPENDENT DIRECTORS UNDER SECTION 149 (6) & (7)

In Compliance with the provisions of Section 149(6) & 149 (7) the Companies Act, 2013 and Clause 49 of Listing Agreement, Company has received declarations from all the Independent Directors of the Company.

17.5 NOMINATION AND REMUNERATION POLICY UNDER SECTION 178(3).

The Company has a policy on Nomination and Remuneration as approved by Board and its details are given under Corporate Governance Report.

17.6 COMMENT ON QUALIFICATION, RESERVATION

OR ADVERSE REMARK OR DISCLAIMER MADE (IF ANY)-

a. by the Statutory Auditors

The observation of Statutory Auditors and Notes to the financial statements are self-explanatory.

The qualification of Statutory Auditors in para (vii)(a) of the Annexure referred to in para 1 of their Report on the standalone financial statements pertains to non-payment of some dues which were subsequently made/being made good.

The qualification in para (ix) of the said Annexure pertains to some delay in repayment of principal amount of loans and interest on loans, which has been subsequently repaid/being repaid.

The delays occurred due to cash flow problem faced by the Company, for which your Directors are taking necessary steps including the divestment initiatives as mentioned in the beginning of the Directors Report.

The qualified opinion given on the consolidated financial statements pertains to:

(i) Sangam Power Generation Company Limited (SPGCL), a subsidiary of the Company relating to the inability to comment on the requirement of adjustment in carrying value of assets and liabilities.

SPGCL was incorporated for implementation of Thermal Power project at Karchana, Distt.

Allahabad (U.P.) with 2x660 MW capacity.

SPGCL had executed conveyance deeds in respect of the land for the project but physical possession of the land could not be handed over by the District Administration due to continuous agitation by the local villagers. Despite various steps having been taken by SPGCL for implementation of the project, no physical activity could be started on the ground because of non-availability of the land for the reasons beyond the control of SPGCL. SPGCL is in correspondence with U.P. Power Corporation Limited and State Government to close Power Purchase Agreement/ other agreements and to refund the amounts incurred by SPGCL and the matter is under examination of the authorities. However, the management of SPGCL does not expect any material adjustment in carrying value of assets including Capital Work in Progress. The Auditors were unable to comment on whether any adjustment in carrying value of assets and liabilities were to be made and its possible effects on SPGCL. However, the management of SPGCL expects that the claims filed by SPGCL would be amicably settled soon.

(ii) Jaypee Fertilizers & Industries Limited (JFIL), a subsidiary of the Company in para (iii) for non-repayment of a loan given by JFIL:

The reply of management is given in Audit Report itself and hence needs no further explanation.

(iii) Para (vii)(a) of the Annexure referred to in para 1 of their Report on non­payment of some dues of the Company:

The reply of management is same as given above related to standalone financial statement.

(vi) Para (ix) of the Annexure referred to in para 1 on some delay in repayment of principal amount of loans and interest on loans of Company and some of its subsidiaries:

The reply of management is same as given above related to standalone financial statement.

b. by the Company Secretary in Practice in Secretarial Audit Report

The observations of Secretarial Auditors are self- explanatory. There are no qualifications/ adverse remarks.

17.7 PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186

The particulars of Loans, Guarantees or Investments are given in the notes to financial statements especially under Note No. 13, 16, 38 & 39.

17.8 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars are given as per the prescribed Format enclosed as Annexure 2. All the related party transactions during the year were on an arm's length basis and in ordinary course of business.

17.9 STATE OF COMPANY AFFAIRS

The state of Company affairs is given in para no. 1, 6 & 7 above.

17.10 AMOUNT, IF ANY, WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES NIL.

17.11 AMOUNT, IF ANY, WHICH COMPANY RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND NIL.

17.12 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 are no material changes and commitments, affecting the financial position of the Company between 31.03.2015 and the date of this report except the amalgamation and divestments reported above.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules 2014 for the year ended 31st March 2015 are annexed as Annexure-3 and form an integral part of this Report.

17.14 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY.

(i) The Company has a Risk Management policy as approved by Board and its details are given in the Corporate Governance Report.

(ii) In the opinion of the Board, there is no risk which may threaten the existence of the Company.

17.15 DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The details about the Corporate Social Responsibility (CSR) Policy are given in Corporate Governance Report. The said Policy is available on following link [www.jalindia.com/attachment/ CSRpolicy.pdf]

The Initiatives taken by Company during the year are given in Annexure - 4.

17.16 STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS.

The Annual Evaluation of Board, it's Committees and Directors is done as per the Criteria laid Down by the Nomination and Remuneration Committee (NRC). The Board carried evaluation of its performance and executive directors of the Company on 02.03.2015.

The Board also carried out the evaluation of its following committees:

A) AUDIT COMMITTEE

1. Shri R.N. Bhardwaj, Chairman,

2. Shri B.K. Goswami, Member,

3. Shri S.C. Bhargava, Member

4. Shri K.P. Rau, Member

B) STAKEHOLDERS RELATIONSHIP COMMITTEE

1. Shri S.K. Jain, Chairman

2. Shri Sunil Kumar Sharma, Member

3. Shri Rahul Kumar, Member

C) NOMINATION & REMUNERATION COMMITTEE

1. Shri B.K. Goswami, Chairman

2. Shri S.C. Bhargava, Member

3. Ms. H.A. Daruwalla, Member.

D) RESTRUCTURING COMMITTEE

1. Shri B. K. Goswami, Chairman

2. Shri C.P. Jain, Member

3. Ms. H.A. Daruwalla, Member

4. Shri Sunny Gaur, Member

5. Shri Rahul Kumar, Member

E) CSR (Corporate Social Responsibility)

COMMITTEE

1. Shri B.K. Goswami, Chairman

2. Shri Sunny Gaur, Member

3. Shri Pankaj Gaur, Member

4. Shri Rahul Kumar, Member

5. Shri T.R. Kakkar, Member.

F) FINANCE COMMITTEE

1. Shri B. K. Goswami, Chairman

2. Shri Sunil Kumar Sharma, Member

3. Shri Rahul Kumar, Member

G) RISK MANAGEMENT COMMITTEE

1. Shri Manoj Gaur, Chairman,

2. Shri K.N. Bhandari, Member

3. Shri Pankaj Gaur, Member

4. Shri Rahul Kumar, Member.

H) COMMITTEE FOR STATUTORY POLICIES

1. Shri Manoj Gaur, Chairman

2. Shri R.N. Bhardwaj, Member

3. Shri S.C. Bhargava, Member

4. Shri Rahul Kumar, Member

More details are given in Corporate Governance Report.

17.17 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant order passed by the regulators or courts or tribunals impacting the going concern status, except as reported in notes to accounts.

17.18 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has laid down strong internal financial controls & checks which are effective and operational.

The Company had appointed M/s. N. Awatar & Co., Chartered Accountants as Internal Auditors. The said firm carried out the assignment upto 30th September 2014. The Company w.e.f 12th November 2014 appointed M/s EY as Internal Auditors for Cement Division (Cement & Asbestos Sheets) and M/s Dewan PN Chopra & Co., Chartered Accountants, for rest of the business of the Company (Engineering, Power, Real Estate, Hospitality etc.).

In addition, the Internal Audit Department of the Company, manned by Chartered Accountants and headed by Shri R.B. Singh, Chief Internal Auditor (a Chartered Accountant), is fully effective through out the year as Internal Auditors.

The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management and other affairs. It studies the internal control systems and checks & balances for continuous updation and improvements therein. The Audit Committee also regularly reviews & monitors the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. The Audit Committee has regularly observed that proper internal financial controls are in place including with reference to financial statements.

17.19 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT

AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

The Details are enclosed as Annexure - 5.

The whole-time Directors of the Company have voluntarily foregone upto 50% of their salaries to support the Company in this period of hardship and difficulties.

17.20 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The Details are enclosed as Annexure - 6.

18.0 ACKNOWLEDGMENT

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

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

On behalf of the Board

MANOJ GAUR

Executive Chairman & CEO

DIN: 00008480

Place : Noida

Date : November 14, 2015