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Jaiprakash Associates Ltd.

BSE: 532532 Sector: Infrastructure
NSE: JPASSOCIAT ISIN Code: INE455F01025
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VOLUME 2331544
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Mkt Cap.(Rs cr) 4,281
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Sell Price 17.45
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OPEN 17.95
CLOSE 17.70
VOLUME 2331544
52-Week high 30.40
52-Week low 7.10
P/E
Mkt Cap.(Rs cr) 4,281
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.45
Sell Qty 24406.00

Jaiprakash Associates Ltd. (JPASSOCIAT) - Director Report

Company director report

To

The Members

Your Directors submit their report for the Financial Year ended 31st March2017:

1.0 WORKING RESULTS

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

(Rs. in Crores)
Financial year ended 31.03.2017 31.03.2016
Gross Total Revenue 6756.68 9306.53
Profit before Interest Depreciation & Tax 80.37 986.46
Less: Finance Costs 3567.28 3757.24
Less : Depreciation 878.20 913.71
Profit before Exceptional items & Tax (-) 4365.11 (-) 3684.49
Exceptional Items (-) 480.34 (-) 304.98
Profit before Tax (-) 4845.45 (-) 3989.47
Provision for Tax (including Deferred Tax) (-) 483.88 (-) 1168.86
Profit after Tax (-) 4361.57 (-) 2820.61
Other Comprehensive Income (-) 3.62 (-) 1.82
Total Comprehensive Income (-) 4365.19 (-) 2822.43
Basic Earning Per Share [Face value Rs.2 per share] in Rupees (-) 17.93 (-) 11.60
Diluted Earning Per Share [Face value Rs.2 per Share] in Rupees (-) 17.10 (-) 10.99

Note: The figures for year ended 31st March 2016 as given above haveundergone change from the figures mentioned in Directors' Report of last year due toimplementation of new Indian Accounting Standards (IND AS).

The finance cost aggregating Rs.3567.28 crores and provision for depreciationaggregating Rs.878.20 crores had been two major factors impacting operating results of theCompany during the year under report.

In line with its publically stated policy your Company remains focussed and committedon reduction of debt through sale of some of its assets to deleverage its Balance Sheetand enhance shareholders' value.

The details of steps taken by the Company/its subsidiaries in this regard are givenbelow. The Restructuring Committee which includes three Independent Directors on theBoard continues to consider various options to achieve the aforesaid objectives.

2.0 DISINVESTMENT INITIATIVES & REDUCTION OF DEBT

a. Sale of Cement Plants in Gujarat by JCCL

In 2014 Cement Plants in Gujarat with a capacity of 4.80 MTPA were demerged by JaypeeCement Corporation Limited (JCCL) a wholly owned subsidiary of the Company through aScheme of Arrangement to UltraTech Cement Limited a company of Aditya Birla Group at anenterprise value of Rs.3800 Crore besides the actual net working Capital. The saidtransaction was consummated on 12th June 2014.

b. Sale of stake in Bokaro Jaypee Cement Limited

Further in 2014 the Company signed an agreement on 24th March 2014 withDalmia Cement (Bharat) Ltd. for sale of its entire 74% stake (98901000 Equity Sharesowned by it) in Bokaro Jaypee Cement Limited a Joint Venture between the Company (JAL)and Steel Authority of India Limited (SAIL) having a Plant with an operating capacity of2.10 MTPA at a consideration of Rs.69.74 per share (against its cost of Rs.18.57 pershare). The said transaction was consummated on 29th November 2014 withthe receipt of consideration of Rs.667.57 Crore & transfer of the said shares to ShriRangam Securities & Holdings Limited an associate/affiliate of Dalmia Cement (Bharat)Limited.

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

Pursuant to approval of Board of Directors on 25th August 2014 the Companysigned a Business Transaction Agreement with Shree Cement Limited for sale of Company's1.5 MTPA Cement Grinding Unit in Panipat Haryana for a total consideration of Rs.360Crores approx. subject to adjustment for net working capital & Financial Indebtednesstaken over. The Transaction was consummated for a consideration of Rs.358.22 Crore on 27thApril 2015.

d. Sale of Baspa-II & Karcham Wangtoo HEP by JPVL Jaiprakash Power Ventures Limited(JPVL) a subsidiary of the Company till 17th February 2017 & anAssociate Company w.e.f. 18th February 2017 signed an agreement with JSWEnergy Limited for sale of Baspa-II and Karcham Wangtoo Hydro Power Plants. Pursuant toOrder of Hon'ble High Court of Himachal Pradesh at Shimla dated 25th June2015 the said plants were hived off to Himachal Baspa Power Company Limited (a subsidiaryof JPVL) and entire shareholding of Himachal Baspa Power Company Limited was sold at anEnterprise value of Rs.9700 Crores excluding minor adjustment for working capital etc.The transaction was consummated on 8th September 2015.

e. Sale of wind power plants of 49 MW of the Company

On 30th September 2015 your Company hived off the entire 49 MW capacity ofwind power plants being operated out of which 40.25 MW plants were in Maharashtra (i.e16.25 MW at Dhule & 32.75 MW at Sangli) and 8.75 MW plants were in Gujarat (all atKutch) on a slump sale basis for Rs.161 crores approx. plus adjustments for workingcapital. The transaction was consummated on 30th September 2015 itself.

f. Sale of Identified Cement Plants of the Company (JAL) & JCCL

The Company signed an Implementation Agreement on 31st March 2016 and aSupplementary Agreement on 4th July 2016 with UltraTech Cement Limited (UTCL)to divest part of the cement business comprising identified operating cement plants(including captive power plants) spread over the States of Uttar Pradesh Madhya PradeshHimachal Pradesh Uttarakhand and Andhra Pradesh besides a grinding unit which iscurrently under implementation in Uttar Pradesh to UTCL with an aggregate capacity of17.2 MTPA for an enterprise value of Rs.16189 Crores subject to some adjustmentsas agreed on a slump exchange basis.

The plant in Andhra Pradesh (having an aggregate capacity of 5.0 MTPA) is owned byJaypee Cement Corporation Limited (JCCL) a wholly owned subsidiary of the Company whileother plants (having an aggregate capacity of 12.2 MTPA) are owned by the Company itself.

Besides this an additional amount of Rs.460 Crores is payable by the Purchaser forcompletion of a Grinding Unit under implementation at Bara (owned by Prayagraj PowerGeneration Corporation Limited a subsidiary of Jaiprakash Power Ventures Limited anAssociate of the Company).

The Scheme of Arrangement (Scheme) between JAL JCCL (Transferor Companies) and UTCL(Transferee Company) and their respective shareholders and creditors was approved byshareholders & creditors of Transferor Companies as well as Transferee Company. BothNSE & BSE had sent their Observation Letters both dated 10th August 2016pursuant to SEBI regulations without any adverse remarks. Competition Commission of India(CCI) also accorded its approval to UTCL vide its Order dated 5th October 2016.National Company Law Tribunal (NCLT) at Allahabad sanctioned the Scheme vide its Orderdated 02.03.2017 (as corrected by its Order dated 09.03.2017). NCLT at Mumbai alsosanctioned the Scheme vide its Order dated 15.02.2017 for UTCL. The Company as well asUTCL have also obtained second stage approval of SEBI/ BSE post sanction by NCLT. TheCompany/JCCL also obtained approvals of State Governments of H.P. U.P. M.P. & A.P.for transfer of mines related to its cement plants under transfer to UTCL. The mininglease transfer tri-partite deeds were signed on 29th June 2017 i.e. the day ofClosing. Various agreements were signed on day of Closing including for transfer of cementplants and receiving consideration from UTCL by way of transfer of debt to UTCL andreceipt of debentures & preference shares from UTCL. Thus the transaction wasconsummated on 29th June 2017.

g. Sale of entire 74% stake in BJCL

The Company had accepted on 6th October 2016 an in-principle offer fromOrient Cement Limited (OCL) for acquisition of entire 74% equity stake of JAL inBhilai Jaypee Cement Limited (BJCL) a Joint Venture Company of JAL & SteelAuthority of India Limited

(SAIL) based on a total enterprise value of Rs.1450 Crores subject toadjustments for Working Capital & Financial Indebtedness. BJCL owns 1.1 MTPA clinkerplant at Babupur Satna M.P. and 2.2 MTPA cement Grinding Unit at Bhilai Chhattisgarh.

The Company has signed a definitive agreement on 31st May 2017 for the same.It is expected that the transaction would be consummated by 31st December 2017.

h. Debt Realignment Plan

The Company had requested its lenders to realign its debt in line with the projectedcash flow post divestment of cement plants to UTCL as mentioned in (f) above. As per theDebt Realignment Plan (DRP) the total debt of the Company and JCCL (excluding debttransferred to UTCL) has been segregated into two parts.

While one part would be retained in the Company (JAL & JCCL) other is proposed tobe transferred as part of a Real Estate undertaking to a Special Purpose Vehicle (SPV)(100% subsidiary of the Company).

The debt segregated for realignment as on 30th September 2016 was under:

(Rs. Crores)

Particulars JAL JCCL Total
Debt transferred to UTCL 9019* 1170 10189
Debt proposed to be transferred to the Special Purpose Vehicle (SPV) 12930 660 13590
Balance Debt to be retained in the Company/JCCL 5589 778 6367
Total 27538 2608 30146

*excludes adjustment paid/to be paid to lenders through redemption of RedeemablePreference Shares (RPS) issued by UTCL which are pertaining to certain ConditionsPrecedents (CPs).

The said scheme of DRP was approved by Independent Evaluation Committee (IEC) in itsmeeting held on 19th June 2017. Subsequently the scheme was placed for finalapproval before the Joint Lenders' Forum (JLF) in their meeting held on 22ndJune 2017 which has been approved by the term lenders with more than the requisite numberof 60% in value and 50% in number calculated on the basis of lenders present and voting asprescribed by RBI. In fact voting in favour of resolution was over 90%. Since the DRP hasbeen approved by the IEC & the JLF it has now become binding on all the lenders ofthe Company. Approval from major lenders has been received and from others the same isunder process.

With the formation of Real Estate SPV and transfer of debt to such SPV JAL'sobligations with respect to such debt and related liabilities would stand extinguished.

Filing of the scheme with NCLT for transfer of the Real Estate Undertaking (comprisingland certain other assets and liabilities and debt) to the SPV is expected to be taken upshortly.

It has been agreed with the lenders that for the debt remaining in the Company/JCCLrepayment of existing term loans would be made over a period of 20 years starting Q1 FY18and the Interest rate would be 9.5% p.a. or 1 year MCLR whichever is higher.

3.0 DIVIDEND

Keeping in view the losses during the year and the need to conserve the resources ofthe Company the Board has decided not to recommend any dividend for the financial year2016-17.

4.0 CHANGES IN SHARE CAPITAL

During the year under report there is no change in the Paid up Share Capital of theCompany and the same stood at Rs.4864913950 divided into 2432456975 EquityShares of Rs.2/- each as at 31st March 2017. There is no change in theAuthorised Share Capital also which is Rs.3500 crore as at 31st March2017

5.0 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

The Company presently has only one series of outstanding FCCBs i.e. FCCB-IV issued on 7thSeptember 2012 (total size US$ 150 million) due date 8th September 2017 withan outstanding size of US$ 110.40 million. Interest payments on FCCB-IV which were due on07.03.2016 07.09.2016 & 07.03.2017 of US$ 3.174 million each (aggregating US$ 9.522million) remain unpaid.

In view of strain on cash flow position of the Company the Company and majority of theBondholders discussed the proposal for restructuring of the outstanding FCCBs includingpayment of aforesaid outstanding interest and redemption of FCCBs falling due on 8thSeptember 2017. Based on the discussions with the majority of Bondholders anin-principle restructuring proposal was agreed upon. Thereafter a meeting of theBondholders was held on 15th June 2017 in Singapore wherein the Bondholdershave passed an Extra-ordinary Resolution with overwhelming majority approving theproposal to cashless exchange of existing outstanding Bonds (alongwith unpaid interestupto 31.03.2017) with the US$ 38.64 million 5.75 Convertible Bonds Due 2021 (Series ABonds) and the US$ 81.696 million 4.76% Amortising Bonds Due 2020 (Series B Bonds).

In terms of the said Resolution US$ 27.60 million shall be payable upfront on theRestructuring Effective Date upon fulfillment of certain conditions precedent includingapproval of Reserve Bank of India (RBI) and the Shareholders of the Company. The Companyhas already filed application with RBI and expects its approval soon. The Company has alsosought approval of its Shareholders through postal ballot process and the same isscheduled to be obtained on 8th September 2017..

The particulars of conversion outstanding amount coupon listing etc. of all past andpresent FCCBs are detailed in para no. 33 of the Corporate Governance Report forming partof this Report.

6.0 EMPLOYEE STOCK PURCHASE SCHEME

As the Members are aware "Jaypee Group ESPS

2009 Trust" was created in 2009 for administering the Stock Purchase Scheme ofthe Company namely "Jaypee Employee Stock Purchase Scheme 2009" for theultimate benefit of the employees (including Directors) of the Company and itssubsidiaries.

In terms of the Scheme the Company issued and allotted 1.25 Crores Equity Shares ofRs.2 each @ Rs.60 per share (including premium of Rs.58 per share) to the said Trust on 14thDecember 2009. The said Trust was also allotted 6250000 Equity Shares as Bonus Shareson its holding in terms of the Bonus Issue made by the Company on 19thDecember 2009.

Since inception the Rs.Jaypee Group ESPS 2009 Trust' has allocated/ transferredEquity Shares to the eligible persons under the scheme as under:

Particulars No. of Eligible Persons No. of original Shares (excluding Bonus) No. of Bonus Shares Total no. of shares (including Bonus)
Total Shares available under ESPS Scheme 12500000 6250000 18750000
Transferred/ allocated during 2010-11 8032 11263706 5631852 16895558
Transferred/ allocated during 2011-12 4 3550 1775 5325
Transferred/ allocated during 2012-13 to 2016-17
Balance shares as on 31.03.2017 1232744 616373 1849117

During 2016-17 no further shares were allocated/ transferred by the Trust.

Thus a balance of 1849117 Equity Shares (including bonus shares) are still lyingwith the Trust for transfer to the eligible persons in due course.

It is confirmed that:

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

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

7.0 OPERATIONS OF THE COMPANY

7.1 ENGINEERING & CONSTRUCTION DIVISION

7.1.1. Pre-qualifications and Bids Under submission/ evaluation

The following prequalification applications/ Bids submitted by the Company are underevaluation:

(i) Executon of Civil Hydro-Mechanical and Electro-Mechanical Works of 390MW Kirthai-IHydroelectric Project in Jammu & Kashmir. The application has been submitted by theConsortium with JAL as lead member.

(ii) Construction of Head Race Tunnel (from RD 1780 onwards) Adit 2 Surge Shafts

Pressure Shafts Underground Power House Transformers Hall Tail Race Tunnels andPothead Yard etc. [Teesta-IV : LOT-2] of 520 MW Teesta Hydroelectric Project (Stage-IV) inthe District North Sikkim in the State of Sikkim.

(iii) Construction of Dam Intake and Underground Power House of 300 MW LakhwarMultiPurpose Project in Uttarakhand.

(iv) Construction and Rehabilitation of Embankment & Protective works includingHydraulic Structures from Simla to Hasnarpura (50KM) under RMIP (Phase-I)-Lot 1 (Simla toShaharabari About 26 KM)in Bangladesh

(v) Construction and Rehabilitation of Embankment & Protective works including

Hydraulic Structures from Simla to Hasnarpura (50KM) under RMIP (Phase-I)-Lot 2(Shaharabari to Hasnarpura About 24 KM) in Bangladesh

(vi) Civil Works for construction of Diversion Tunnel Concrete Gravity Dam IntakePressure Shafts Underground Power House and Tail Race Tunnel [Kiru Civil (LOT-1) of 624MW Kiru Hydroelectric Project District Kishtwar in J&K.

(vii) Construction of Diversion Tunnel and its HM works of 1000 MW Pakal DulHydroelectric Project in Jammu & Kashmir.

(viii) Execution of Civil and Hydro-mechanical Works (Lot-1) of Rahughat hydroelectricProject in Nepal

(ix) Rehabilitation & Reinstatement Works of Dyke No 19 & 20 in Jordan.

(x) Execution of Dhimarkheda Micro Lift Irrigation scheme in Madhya Pradesh. The Bidhas been submitted by the Consortium with JAL as lead member of the Consortium.

(xi) Execution of Chhipaner Micro Lift Irrigation scheme in Madhya Pradesh. The Bid hasbeen submitted by the Consortium with JAL as lead member of the Consortium.

(xii) Execution of Choundi Jamuna Micro Lift Irrigation Scheme in Madhya Pradesh. TheBid has been submitted by the Consortium with JAL as other member of the Consortium.

(xiii) Execution of Simrol-Ambachandan Micro Lift Irrigation Scheme in Madhya Pradesh.The Bid has been submitted by the Consortium with JAL as other member of the Consortium.

(xiv) Construction of Hydro Mechanical Works (Lot-02) for Kiru Hydroelectric Project inJammu & Kashmir.

(xv) Construction of 2nd Railway Line between Phulera and Degana (108.75 Km)[Degana-Phulera Doubling Project] on Jaipur-Jodhpur Section of North Western Railway inthe State of Rajasthan.

(xvi) Construction of Civil Works for Barrage Intake Desilting tank HRT SurgeShaft

Power House Tail Race Tunnel and adits etc. of Naitwar Mori Hydroelectric Project (60MW) located in Distt. Uttarkashi in Uttrakhand

(xvii) Upgrading works of Narayanghat Butwal [Section-1 from Km 0.575 to Km 65.000]& [Section-2 from Km 65.000 to Km 113.535] in Nepal

7.1.2 The Prequalification applications/ Bids for the following works are underpreparation:

(i) Construction of stand-alone Ring Road/ Bypass around Jammu City in Jammu &Kashmir

(ii) Construction of Head Race Tunnel (HRT) from RD 3100.35 m to RD 11778.68 m Adit 23 & 4 to HRT Surge Shaft BVC Pressure Shaft (Without Steel Liners) Power HouseComplex TRT Outfall and Switchyard (Contract Package C-2) of Arun-3 HydroelectricProject in Sankhwasabha Distt. of Nepal.

(iii) Detailed Design and Construction of Head Works (Package-I) of Tanahu Hydro PowerProject (140 MW) in Nepal

(iv) Construction Operation and Maintenance of 2-Lane Bi-Directional Zojila tunnelwith Parallel escape (Egress) Tunnel including approaches on Srinagar-Leh sectionconnecting NH-1A at Km 95.00 and at Km 118.00 in the State of Jammu & Kashmir on EPCMode.

(v) Execution of Naigarhi Micro Irrigation Project (Part-I) in Madhya Pradesh

(vi) Execution of Naigarhi Micro Irrigation Project (Part-II) in Madhya Pradesh

(vii) Execution of Ram Nagar Micro Irrigation Project in Madhya Pradesh

(viii) Execution of Left Bank Micro Irrigation system under Mohanpura Project in MadhyaPradesh

(ix) Construction of Access Controlled Nagpur Super Communication Expressway (Pacakges-1 to 16) in the State of Maharashtra

(x) Construction of Delhi-Meerut Expressway from Dasna to Meerut km 27.740 of NH-24 tokm 51.975 of NH- 58

(xi) Construction of Concrete Face Rockfill Dam (CFRD) Surface & Tunnel SpillwayIntake Structure 2 nos part Head Race Tunnel and Allied Structures of Pakal DulHydroelectric Project in Jammu & Kashmir

(xii) Construction of river diversion works Dam Intake Desilting arrangement andHRT from RD 00.000m to RD 2303.00m including Construction Adit-I (Contract Package-KC-1)of Kholangchhu Hydroelectric Project in Bhutan.

(xiii) Construction of Headrace Tunnel from RD 14091.07m to RD 15762.80 m includingConstruction Adit-VI Surge Shaft Butterfly Valve Chamber Pressure Shafts Power HouseComplex and Tail Race Tunnel (Contract Package- KC-3) of Kholangchhu Hydroelectric Projectin Bhutan.

(xiv) Construction of Civil Works comprising of part Head Race Tunnels Adits Surgeshafts Pressure shafts Valve House Underground Power House MIV cavern TransformerCavern Adits and Access tunnels Tail Race Tunnels TRT outlet structure and Pothead yardetc. of Pakal Dul H.E Project in Jammu & Kashmir

(xv) Design and Construction of 2 nos. circular shaped Head Race Tunnels of length7700m each to be excavated by two new independent TBMs and Associated works for Pakal DulHydroelectric Project Jammu & Kashmir.

7.1.3 The Company has been awarded/ or found lowest bidder for the following Works:

(i) Construction of New High Level Bridge in upstream of existing Gora Bridge on riverNarmada Gujarat at a contract price of Rs.142.20 crore

(ii) 4-laning of Biju Para-Kuru Section (from Km. 34.000 to Km. 55.000) of NH-75(Package-II) in the State of Jharkhand on EPC mode at a Conteact Price of 144.10 crore.

(iii) Construction of Dam Diversion Tunnel Intake Intake Tunnels Head Race Tunnel(from RD 0.00 to RD 3100.35) Adit-1 and Diversion Tunnel Gates (Contract Package C-1) ofArun-3 Hydroelectric Project in Nepal. JAL is the Lowest Bidder at quoted price of Rs.1061crore.

(iv) Execution of Harsud Micro Lift Irrigation Scheme in Madhya Pradesh. The Bid hasbeen submitted by the Consortium with JAL as lead member of Consortium. Consortium is theLowest Bidder at quoted price of Rs.104.43 crore.

7.1.4 Works in Progress

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

Sl. No. Name of Work/Project under execution Location of Work/ Project Contract Price (Base Value) (Rs. Crores) Nature of Work/ Project Value of work completed (excluding escalation and extra items) as on 31.03.2017 (Rs. Crores)
Works pertaining to :
1. Sardar Sarovar (Narmada) Project Gujarat 653 (anticipated) Power Generation (1200 MW) 637
2. Baglihar -II HEP Jammu & Kashmir 556 (Revised) Power Generation (450 MW) 551
3. Turnkey construction of Srisailam Left Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project Telangana State 1925 Irrigation Tunnels 1332
4. Widening and face lifting of Varindavan Parikarma Marg and construction of Kesi Ghat Bridge on Varindavan Parikarma Marg Uttar Pradesh 32 Road and Bridge Works 18
5. Construction of Diversion Tunnel Dam Intake and Desilting Arrangement including Hydro-mechanical Works and Highway Tunnel (Contract Package C-1) of Punatsanchhu-II Hydroelectric Project Bhutan 1224 Power Generation (1020 MW) 946
6. Construction of Head Race Tunnel (from Surge Shaft end) Surge Shaft Butterfly Valve Chamber Pressure Shafts Power House and Tail Race Tunnel including Hydro-Mechanical Works (Contract Package C-3) of Punatsanchhu-II Hydroelectric Project. Bhutan 856 Power Generation (1020 MW) 501
7. Construction of Diversion Tunnel Dam Spillway & Coffer Dams Intake Structure Intake Tunnels Branch HRT Silt Flushing Tunnels Vertical Shaft and 2 nos. Desilting Chambers (Contract Package-C-1) of Mangdechhu Hydroelectric Project. Bhutan 597 Power Generation (720 MW) 471
8. Construction of Surge Shaft 2 nos. Pressure Shafts Bifurcation Pressure Shafts Cable cum Ventilation Tunnel Underground Power House & Transformer Caverns including Bus Duct Pothead Yard TRT Branch Tunnel & Outlet Portals for TRT (Contract Package- C-3) of Mangdechhu Hydro-electric Project; and Construction of part HRT and Adit-5 Bhutan 316 49 Power Generation (720 MW) 266 42
9. Development of Six Lane Eastern Peripheral Expressway (NH No. NE II) in the State of Uttar Pradesh-"Package III from Km 46.500 to Km 71.000" on EPC mode Uttar Pradesh 747 Highway Project 158
10. Execution of Civil Hydro-Mechanical and Electromechanical Works on EPC basis of 240 MW Kutehr Hydroelectric Project in Himachal Pradesh Himachal Pradesh 1761 Power Generation (240 MW)
11. 4-laning of Varanasi-Gorakhpur section of NH- 29 from km 88.000 (Design chainage 84.160) to km 148.000 (Design chainage 149.540) [Package- III Birnon village to Amilla village] under NHDP Phase-IV in the state of Uttar Pradesh Uttar Pradesh 840 Highway Project
12. 4- laning of Varanasi Gorakhpur section of NH-29 from km 148.000 (Design chainage 149.540) to km 208.300 (Design chainage 215.160) [Package-IV Amilla Village to Gorakhpur] under NHDP Phase-IV on EPC mode in the State of Uttar Pradesh Uttar Pradesh 1030 Highway Project
13. Palamuru Rangareddy Lift Irrigation Scheme- PRLIS- (Package No.4)-Earth work Excavation & Construction of Twin Tunnel in between Anjanagiri Reservoir at Narlapur (V) and Veeranjaneya Reservoir at Yedula (V) from Km 8.325 to Km 23.325 in Mahabubnagar District (Work awarded to JAL-VARKS-NECL JV with JAL as Lead Partner) Telangana State 1646 (JAL's share-51% of Contract Price) Irrigation Tunnels 9 (JAL's share)
14. New High Level Bridge in up-stream of existing Gora Bridge on river Narmada Gujarat Gujarat 142 Bridge
15. Biju Para-Kuru Section (from Km. 34.000 to Km. 55.000) of NH-75 (Package-II) in the State of Jharkhand Jharkhand 144 Highway Project

Projects being Executed by Jaiprakash-Gayatri Joint Venture

Sl. No. Name of Work/Project under execution Location of Work/ Project Contract Price (Base Value) (Rs. in Crores) Nature of Work/ Project Value of work completed (including escalation and extra items) as on 31.03.2017 (Rs. in Crores)
1. Polavaram Project Right Main Canal Package-4 Andhra Pradesh 301 Irrigation Canal 317
2. Veligonda Feeder and Teegaleru Canal Project-2 Andhra Pradesh 343 (Revised) Irrigation Canal 270
3. GNSS Main Canal from km. 119.000 to km 141.350 including Construction of CM & CD works Andhra Pradesh 112 Irrigation Canal
Total 12467 3630 MW 5518

The progress of on-going works is satisfactory.

7.2 CEMENT DIVISION

7.2.1 Operations

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

2016-17 2015-16
(MT) (MT)
Cement Production (MT) 8475700 10913578
Clinker Production (MT) 6652484 8514099
Cement and Clinker Sale (MT)(including Self-Consumption) 9088963 11916358

As on 31st March 2017 the Cement manufacturing capacity of the Group asa whole was 32.85 MTPA (including 5.20 MTPA under implementation).

With a view to tide over the impact of economic slowdown your Company entered into adefinitive agreement with UltraTech Cement Limited (UTCL) on 31st March 2016& a supplementary agreement on 4th July 2016 for sale of part of its cementbusiness comprising of certain operating cement plants having aggregate capacity of 12.20MTPA spread over the States of Uttar Pradesh Himachal Pradesh Uttrakhand and also of 5MTPA in Andhra Pradesh owned by JCCL its subsidiary for a total enterprise value of Rs.16189crore. The definitive agreement also includes an additional amount of Rs.460 crorepayable by UTCL for 4 MTPA grinding unit owned by Prayagraj Power Generation CompanyLimited (an Associate Company which was a subsidiary of Jaiprakash Power Ventures Limitedtill 17th February 2017) under implementation in Uttar Pradesh. Thistransaction with UTCL has been consummated on 29th June 2017 and the detailsare given in para 2.0 (f) above.

As on 31st March 2017 Zone-wise operating Capacity of Cement andCaptive Power Plant in the Cement Division of the Company was as under:

Jaiprakash Associates Limited (as on 31st March 2017):

OPER ATING CEMENT CAPACITY CAPACITY UNDER IMPLE MENTA TION TOTAL CAPAC ITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
CENTRAL ZONE (Jaypee Rewa Plant Jaypee Bela Plant Jaypee Cement Blending Unit Jaypee Ayodhya Grinding Operations Jaypee Sidhi Cement Plant) 8.55 8.55 244
UP ZONE (Dalla Cement Factory Chunar Cement Factory Jaypee Sikandrabad Cement Grinding Unit Jaypee Cement Industrial Complex) 4.00 4.00 244*
NORTH ZONE (Jaypee Himachal Cement Plant Jaypee Bagheri Cement Grinding Unit Jaypee Roorkee Cement Grinding Unit) 4.70 4.70
TOTAL 17.25 17.25 488

* Includes 120 MW at Churk under implementation.

Note: as mentioned in para 2.0 (f) above 12.20 MTPA have been transferred to UTCL on29th June 2017 on a slump exchange basis.

Jaiprakash Power Ventures Limited (as on 31st March 2017):

OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
Jaypee Nigrie Cement Grinding Unit 2.00 2.00

Prayagraj Power Generation Company Limited (as on 31st March 2017):

OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
Bara Cement Grinding Unit 4.00 4.00

Note: as mentioned in para 2.0 (f) above this unit of 4.0 MTPA which is underimplementation would also be owned by UTCL.

Bhilai Jaypee Cement Limited (as on 31st March 2017):

OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
Bhilai Jaypee Cement Limited 2.20 2.20

Note: as mentioned in para 2.0 (g) above entire 74% Equity stake owned by JAL in BJCLwill be transferred to Orient Cement Limited.

Jaypee Cement Corporation Limited (as on 31st March 2017)

OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
SOUTH ZONE (Jaypee Balaji Cement Plant Jaypee Shahabad Cement Project) 6.20 1.20* 7.40 120
GRAND TOTAL (JAL including JPVL PPGCL BJCL & JCCL) 27.65 5.20* 32.85 608

* Includes 1.20 MTPA capacity at Jaypee Shahabad Cement Project (JCCL).

Note: as mentioned in para 2.0 (f) above 5.0 MTPA (Balaji plant) of JCCL has beentransferred to UTCL on 29th June 2017 on a slump exchange basis.

After consummation of transaction with UTCL on 29th June 2017 zone-wiseoperating Capacity of Cement and Captive Power Plants in the Cement Division of the Groupare as under:

Jaiprakash Associates Limited (at present)

OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
CENTRAL ZONE (Jaypee Rewa Plant Jaypee Cement Blending Unit) 2.55 2.55 62
UP ZONE (Chunar Cement Factory) 2.50 2.50 217*
TOTAL 5.05 5.05 279

* Includes 120 MW at Churk under implementation.

Jaiprakash Power Ventures Limited (at present):

PLANT OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
Jaypee Nigrie Cement Grinding Unit 2.00 2.00

Bhilai Jaypee Cement Limited (at present):

PLANT OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
Bhilai Jaypee Cement Limited 2.20 2.20

Jaypee Cement Corporation Limited (at present):

PLANT OPERATING CEMENT CAPACITY CAPACITY UNDER IMPLEMEN TATION TOTAL CAPACITY CAPTIVE THERMAL POWER
MTPA MTPA MTPA MW
SOUTH ZONE (Jaypee Shahbad Cement Project) 1.20 1.20 2.40 60
GRAND TOTAL (JAL including JPVL BJCL & JCCL) 10.45 1.20 11.65 339

Thus after consummation of transaction with UTCL the Group (including JPVL) atpresent has an installed capacity of 11.65 MTPA (including 1.2 MTPA under implementationby JCCL).

Further as a strategic move Jaiprakash Power Ventures Limited (JPVL) and the Company(JAL) have entered into definitive agreements with Orient Cement Limited for sale ofcapacity of 2.00 MTPA of JPVL and entire 74% Equity stake owned by JAL in BJCL (havingcapacity of 2.20 MTPA) which is expected to be completed by 31st December 2017.Thereafter the Group will have total capacity of 7.45 MTPA.

7.2.2. Operational Performance (JAL)

During the financial year 2016-17 Productivity Indices of the operating units of JALwere as under:

Sl No. Indices Lime stone Crushing Raw meal Grinding Clinker Production Cement Grinding Cement Despatch including clinker sale
UNIT (MT) (MT) (MT) (MT) (MT)
1 Jaypee Rewa Plant Rewa (MP) 2021441 2103748 1404164 1706568 1768721
2 Jaypee Bela Plant Bela (MP) 1406449 1458905 963411 1253361 1387066
3 Jaypee Ayodhya Grinding Operations Tanda (UP) 56962 57747
4 Jaypee Cement Blending Unit Sadva Khurd (UP)* 47964 48110
5 Chunar Cement Grinding Unit Chunar (UP) 2081463 2084255
6 Dalla Cement Factory Dalla (UP) 2669572 2775091 1844819 397370 762647
7 Jaypee Sidhi Cement Plant Baghwar (MP) 1066429 1111690 736940 568518 619703
8 Jaypee Himachal Cement Plant-Baga 2449079 2564213 1703150 673063 658882
9 Jaypee Himachal Cement Plant-Bagheri 1269476 1274337
10 Jaypee Roorkee Grinding Unit 403120 409376
11 Jaypee Sikandrabad Grinding Unit 17835 15076
TOTAL 9612970 10013647 6652484 8475700 9085919

*Production and Despatch figures for JCBU (Blending unit) are incremental.

7.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category thefinest Championship Golf Course Integrated Sports Complex strategically located fordiscerning business and leisure travelers.

Jaypee Vasant Continental with 119 rooms and Jaypee Siddharth with 94 rooms in NewDelhi. Jaypee Palace Hotel and Convention Centre is the largest property located at Agrawith an inventory of 341 rooms with luxurious Presidential Suites and Jaypee ResidencyManor with Valley View Tower at Mussoorie has 135 rooms. Jaypee Greens Golf & SpaResort Greater Noida is a prestigious & Luxury Resort with 170 state of art roomsoverlooking the Championship 18 hole Greg Norman Golf Course.

In recognition of hospitality Jaypee Greens Golf Course Greater Noida was conferredas the "Best Tourism Friendly Golf Course" and Jaypee Vasant Continental as"Best Eco-Friendly Hotel" at National Tourism Awards 2014-15 by Ms. SumitraMahajan Speaker Lok Sabha and Shri Mahesh Sharma Minister of State for Culture andTourism

Goverment of India. Jaypee Greens Golf Course was conferred with the "Best GolfCourse 2017" by India Golf Awards hosted by www.golfingindian.com . Jaypee GreensGolf & Spa Resort Greater Noida was conferred the "Best Resort of the Year201617" at the 9th Franchise India Estate Awards. Jaypee VasantContinental was awarded the "Excellence in Environmental Sustainability" atSATTE 2017.

Ano-Tai at Jaypee Vasant Continental New Delhi was awarded as the "Best FineDining Restaurant in New Delhi" by Luxury Travel Guide Restaurant & Bar Awards2016.

Jaypee Greens Golf & Spa Resort hosted several prestigious conferences withdelegates from India and abroad. Besides this prestigious Luxury car making companiesorganized car launch events and conferences with renowned celebrities from India &World over.

Indian Green Building Council has conferred LEED certificate in "GoldCategory" to the Jaypee Residency Manor Mussoorie; "PlatinumCategory" to Jaypee Vasant Continental New Delhi and "GoldCatagory" to Jaypee Palace Hotel & Convention Centre Agra for energy &environmental design of the building. Jaypee Greens Golf Course facilitated prominent andprestigious golf events.

"Atlantis-The Club" an integrated sports complex located at Jaypee Greensoffers world class facilities for International and National sporting events &tournaments with rooms & conference halls. Atlantis has emerged as Sports AcademyDestination.

Yuvraj Singh Cricket for Excellence (YSCE) academy under the supervision of celebrityShri Yuvraj Singh is conducting coaching for more than 100 students. Bhaichung BhutiaFootball School (BBFS) the Soccer Academy is operating & conducting the coachingunder the supervision of Shri Bhaichung Bhutia former captain Indian Soccer Team. TeamTennis India Pvt. Ltd. (TTIPL) is running the academy under the supervision of AdityaSachdeva former National Level Player Coach Shri Yuki Bhambri and Shri Rohit Rajpalformer Indian Davis Cup Player. "Atlantis- The Club" has emerged as the choicedestination of Indian Film Industry for many film projects.

The Company's Hotels at New Delhi Agra and Mussoorie have been accredited with ISO9001 for Quality Management System (QMS) ISO 14001 for Environment Management System(EMS) ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and CriticalControl Point (HACCP).

A total of 8.89 million international visitors visited India in 2016 as against 8.03millions in 2015 i.e. up by 10.7%. The number of E-Tourist Visas issued reached 1.08million in 2016 accounting for approximately 12% of total arrivals. The foreign exchangeearnings from tourism during 2016 were Rs.155650 crores with a growth of 15.1% accordingto data of Ministry of

Tourism. Tourism is a major engine of economic growth and an important source offoreign exchange earnings in many countries including India. This revision mostly reflectsa higher growth trajectory in India.

The business of the Hotel Division is poised for sustained growth due to overalloptimism in the hotel industry as the pace of domestic demand showing sure signs ofstability and growth. The outlook is bright and the Company is confident to achieve highergrowth coupled with optimization of the resource utilization.

7.4 REAL ESTATE DIVISION

Jaypee Greens Greater Noida

The Company's prestigious project-Jaypee Greens Greater Noida spread across 452 acresis the maiden golf centric residential development. The project integrates Luxury villasand Apartments with an 18 Hole Greg Norman Signature golf course 9 Hole chip & puttgolf course landscaped parks and lakes along with an integrated sports complex 60 acreNature Reserve Park a 5 Star Spa Resort in collaboration with Six Senses Spa of Thailand.

Possession of over 1500 units across the entire township have been offered to homeowners. Handover of units had commenced most recently in Moon Court apartments.

Jaypee Greens Wish Town Noida

Jaypee Greens Noida-being developed by the Jaypee Group is the bench mark project inthe region of Noida. Spread over 1063 acres it offers wide range of residential optionsranging from independent homes to high-rise apartments and penthouses along with host ofother amenities such as a 18+9 hole Graham Cooke designed golf facility the 500 bed superspecialty Jaypee Hospital educational facilities including Jaypee Public School andJaypee Institute of Information Technology. The entire township is dotted with landscapedparks recreational facilities entertainment hubs and commercial centers.

Possession of over 5000 apartments in Pavilion Court & Heights Kalypso CourtImperial Court Klassic and Kosmos have been offered. Possession in Kensington ParkApartments project will begin soon. In addition approximately 2000 independent units havealso been offered for possession across multiple projects in Wish Town Noida. Plot ownershave commenced construction of their homes.

Jaypee Greens AMAN

Jaypee Greens Aman at Sector 151 Noida is located on the Noida-Greater NoidaExpressway and offers 2 & 3 BHK apartments. Spread over 89 acres the project alsocomprises of landscaped gardens picturesque walkways sports facilities Social Club witha swimming pool & gymnasium schools

creches kid's play area and a shopping complex etc. Offer of possession has commencedin 5 towers and others will be offered subsequently.

Jaypee Greens Sports City

Jaypee Greens Sports City located on the Yamuna Expressway spread over 2500 acreshouses India's first International Motor racing track International standard cricketstadium a long green boulevard and much more. The Sports City has hosted India's First F1race in October 2011 followed by two more races in October 2012 and October 2013.

The development of Sports City inter-alia comprises of various thematic districtsoffering residential sports commercial and institutional facilities. The commercial zonewill offer well defined areas for elaborate financial and civic centers along withresidential districts which will have a vast range of products including villas townhomes and residential plots and mid to high rise apartment blocks to suit therequirements of all segments of population.

Possession close to 2000 residential plots in Country Home-I & II KrownsGreencrest Homes and Yamuna Vihar have been offered.

Backed by a strong team of Architects Engineers and Sales and Marketing professionalsthe Company is committed to deliver all of its projects progressively.

7.5 SPORTS DIVISION

The erstwhile Jaypee Sports International Limited (JSIL) was amalgamated withthe Company on 16th October 2015 (w.e.f. the Appointed Date 1st April2014) and thereafter is known as Jaypee International Sports a division ofJaiprakash Associates Limited.

JSIL (incorporated on 20th October 2007) was allotted around 1100 Ha. ofland for implementation of Special Development Zone (SDZ) with sports as a core activityby Yamuna Expressway Industrial Development Authority (YEIDA). This area is inclusive of100 Ha of land to be used for Abadi Development. The core activities are sports inter-aliaMotor Race Track suitable for Holding Formula One race and setting up a Cricket stadiumof International Standard to accommodate above 100000 spectators and others.

The Motor Race Track known as Buddh International Circuit (BIC) was completed well intime and JSIL successfully hosted three Indian Grand Prix held in October 2011 October2012 & October 2013. The success of the event was acknowledged by winning of manyawards and accolades.

The Sports division is trying its best to generate revenue by placing BuddhInternational Circuit (BIC) as one stop destination for exhibitions shooting of moviesconcerts product launches and other promotional entertainment activities.

To design the cricket stadium M/s. ALA Architects were appointed and the first phaseof construction is likely to be completed soon. Meanwhile friendly matches are beingconducted from time to time to check the quality of the pitch. Some corporate T20 matchesare also being played since October 2015. The same was found satisfactory.

Significant progress has been achieved in development of non-core area planned forgroup housing plots flats etc. and other social infrastructure activities.

8.0 DIVERSIFICATION

A. DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

Three separate joint-venture companies were set-up for three Coal Blocks i.e.

- Amelia (North) (by Madhya Pradesh Jaypee Minerals Limited)

- Dongri Tal-II (by MP Jaypee Coal Limited) and

- Mandla (South) (by MP Jaypee Coal Fields Limited)

The coal blocks had been allocated to Madhya Pradesh State Mining Corporation Ltd.(MPSMCL) with an identical shareholding ratio of 51:49 between MPSMCL and JAL.

Coal mined from Amelia (North) and Dongri Tal-II Mines was meant for supply to the 2 x660 MW Jaypee Super Critical Thermal Power Plant at Nigrie (M.P.) set up by JaiprakashPower Ventures Limited (JPVL) a subsidiary of JAL [which has now become an AssociateCompany w.e.f. 18.02.2017].

Mandla (North) Coal Block was alloted to JAL for captive use of Coal for CementPlants and CPPs.

After developing Amelia (North) Coal Block the JVC namely Madhya Pradesh JaypeeMinerals Limited (MPJML) had started supply of Coal to Jaypee Nigrie Super Thermal PowerPlant (JNSTPP). The remaining three Coal Blocks had also achieved substantial progress indeveloping the mines and obtaining clearances/ approvals.

On 24th September 2014 the Supreme Court of India through its judgment hadcancelled 204 Coal Blocks allocated between 1993 and 2011. Amelia (North) Dongri Tal-IIMandla (North) and Mandla (South) Coal Blocks were amongst the 204 Coal Blocks cancelledby the Supreme Court.

Ministry of Coal decided to reallocate all the cancelled coal blocks throughe-auction/allocation. Amelia (North) and Mandla (North) coal blocks which werecategorized as Schedule-II (Mines which are producing coal or about to produce) were putfor e-auction in first phase wherein JPVL and JAL were declared successful bidderfor these blocks respectively. Subsequently JCCL also won Mandla (South) andMajra coal mines in phase-III the auction held for coal blocks under Schedule-III.

Status of each coal mine vested to JPVL JAL and JCCL is given below:

Type of Mine Name of Mine Status
Open Cast Amelia (North) of JPVL The mining activities in Amelia (North) coal mine were started on 26.05.2015 after getting all the statutory permissions/ approvals transferred post auction to JPVL. JPVL achieved peak rated capacity of 2.8 MT both in the year 15-16 and 16-17 as per the approved mining plan.
Under Ground Mandla (North) of JAL Drivage of two inclines are in progress and 714 m and 716 m out of total length of 903 m of each incline have been completed.
Consequent upon sale of a few End Use Plants to M/s UltraTech Cement Limited Nominated Authority has been requested to include Churk Captive Power Plant in the list of End Use Plants in the vesting order issued for Mandla North Coal Mine.
Under Ground Mandla (South) of JCCL Consequent upon sale of all End Use Plants to M/s UltraTech Cement Limited Nominated Authority has been requested to allocate this block to companies in need of coal for better and optimum utilization of national resources.
The operations in the mine have been discontinued since 10.05.2016.
Open Cast and Under Ground Majra of JCCL Consequent upon sale of all End Use Plants to M/s UltraTech Cement Limited Nominated Authority has been requested to allocate this block to companies in need of coal for better and optimum utilization of national resources.
JCCL is following up the transfer of various permissions and approvals from the prior allottee of coal mine to JCCL.

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

The Plant is operating successfully taking daily garbage of the city of Chandigarh asper agreement. The plant is serving the twin purpose of keeping the city clean and toconserve the energy resources available in the form of producing fuel called RefuseDerived Fuel (RDF). RDF (in fluff form) the final product of the plant is being disposedoff commercially as a good substitute of conventional fuel in the industries and Powerplants located around Chandigarh.

C. DIVERSIFICATION INITIATIVES

Company's other diversification initiatives include setting-up of pit-head basedThermal Power Station Fertilizer business Aviation project and Healthcare which are beingimplemented through different subsidiaries/associates of the Company. Details of theinitiatives implemented through subsidiaries/ associates are furnished under the headingRs.Subsidiaries Associates & Joint Ventures' below.

9.0 SUBSIDIARIES ASSOCIATES & JOINT VENTURES

As on 31st March 2017 in terms of the provisions of Companies Act 2013your Company had following 15 subsidiaries which are engaged in different businessactivities:

1. Bhilai Jaypee Cement Limited

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited

4. Jaypee Assam Cement Limited

5. Jaypee Infratech Limited

6. Jaypee Ganga Infrastructure Corporation Limited

7. Himalyan Expressway Limited

8. Jaypee Agra Vikas Limited

9. Jaypee Infrastructure Development Limited

10. Jaypee Cement Hockey (India) Limited

11. Jaypee Fertilizers & Industries Limited

12. Himalyaputra Aviation Limited

13. Jaypee Healthcare Limited

14. Jaiprakash Agri Intiatives Company Limited

15. Yamuna Expressway Tolling Limited

Subsidiaries became Associate companies w.e.f. 18th February 2017:

Jaiprakash Power Ventures Limited (JPVL) allotted 305.80 crores equity shares to itsvarious lenders on 18.02.2017 on implementation of Strategic Debt Restructuring Scheme(SDR) as per RBI circulars. Accordingly JAL's shareholding came down from 60.69% to29.74% in JPVL.

JPVL ceased to be a subsidiary of JAL w.e.f. 18.02.2017 and has become an AssociateCompany. The following six subsidiaries of JPVL also ceased to be subsidiaries of JALw.e.f. 18.02.2017 and have become Associate Companies.

i. Jaypee Arunachal Power Limited.

ii. Jaypee Powergrid Limited.

iii. Sangam Power Generation Co. Limited.

iv. Prayagraj Power Generation Co. Limited.

v. Jaypee Meghalaya Power Limited.

vi. Bina Power Supply Limited.

Notes:

1. Jaypee Sports International Limited a wholly owned subsidiary of JAL amalgamatedwith JAL on 16.10.2015 pursuant to Order of Hon'ble High Court of Judicature at Allahabaddated 14.09.2015 (the appointed dated being 01.04.2014).

2. The name of Jaypee Cement Cricket (India) Limited was changed to JaypeeInfrastructure Development Limited w.e.f. 21.02.2017 with the objects to deal in RealEstate business

3. Yamuna Expressway Tolling Limited (earlier known as Jaypee Mining Venture Pvt.Limited and then Yamuna Expressway Tolling Pvt. Limited) became subsidiary of JAL w.e.f.25.03.2017. W.e.f. 20.04.2017 it has become wholly owned subsidiary of JAL.

4. The name of Himachal Karcham Power Company

Limited was changed to Bina Power Supply Limited

w.e.f. 28th September 2015.

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH 2017

As on 31st March 2017 the Company (JAL) has following Associate Companies[as per Section 2(6) of Companies Act 2013 i.e. in which it holds 20% or more of totalshare capital] and Joint Ventures:

• Jaiprakash PowerVentures Limited

• Madhya Pradesh Jaypee Minerals Limited

• MP Jaypee Coal Limited

• MP Jaypee Coal Fields Limited

• Jaypee Uttar BharatVikas Pvt. Limited

• Kanpur Fertilizers & Cement Limited

• RPJ Minerals Pvt. Limited and

• Sonebhadra Minerals Pvt. Limited.

Note:

Jaypee Uttar Bharat Vikas Pvt. Limited (JUBVPL) has become subsidiary of JaypeeFertilizers & Industries Limited (JFIL) w.e.f. 26th July 2017. As KanpurFertilizers & Cement Limited (KFCL) is a subsidiary of JUBVPL. Accordingly w.e.f. 26thJuly 2017 KFCL has also become subsidiary of JFIL. Thus both JUBVPL & KFCL have alsobecome subsidiaries of the Company (JAL) w.e.f. 26th July 2017 as JFIL is asubsidiary of JAL. Further w.e.f. 27th July 2017 JUBVPL has become the whollyowned subsidiary of JFIL & JAL.

The status of the aforesaid Subsidiaries is given in Annexure-1 and of theAssociates & Joint Ventures in Annexure-2.

10.0 CONSOLIDATED FINANCIAL STATEMENTS

The statement (in prescribed form AOC-1) as required under Section 129 of theCompanies Act 2013 in respect of the Subsidiaries and Associate companies of theCompany is annexed and forms an integral part of this Report.

The consolidated financial statements of the Company & its Subsidiary companiesalongwith

Associate companies as mentioned in form AOC-1 for the year ended31st March 2017 prepared in accordance with Accounting Standard (Ind AS-110)"Consolidated Financial Statements" prescribed by the Institute of CharteredAccountants of India form part of the Annual Report and Financial Statements.

The Financial Statements of the subsidiary companies and the related detailedinformation (as per Section 129 of the Companies Act 2013) will be made available to theshareholders of the Company and subsidiary companies seeking such information. Thefinancial statements of the subsidiary companies will also be kept for inspection by anyshareholders in Company's Head Office and also that of the subsidiaries. Further theCompany shall furnish a hardcopy of financial statements of subsidiary companies to anyshareholder on demand.

The Company has also uploaded the Financial Statements of individual subsidiarycompanies on its website i.e. www.jalindia.com.

The Directors are of the opinion that the subsidiaries and Joint Ventures/ Associatecompanies of your Company have promising future except which have been specificallymentioned in the status contained in Annexure 1 & 2.

11.0 OUTLOOK

Keeping in view the performance and future prospects of the Company's business theexpansion and diversifications being undertaken the business of its subsidiaries and theCompany's resolve to reduce the debt your Company is committed to enhance theshareholders' value.

12.0 DIRECTORATE

12.1 Cessation of Directorships:

(i) As reported last year also Shri Sarat Kumar Jain a Director and ViceChairman of the Company resigned w.e.f. 6th June 2016 on healthgrounds. The Board places on record its deepest appreciation for his valuable contributionduring his tenure as Director/ Vice Chairman of the Company.

(ii) The nomination of Shri Madhav P. Phadke as nominee of IDBI was withdrawnby IDBI w.e.f. 27th November 2016. The Board places on record itsappreciation for his valuable contribution during his tenure as Director of the Company.

(iii) Shri S.C. Bhargava an Independent Director resigned w.e.f. 22ndApril 2017 due to his personal reasons. The Board places on record its appreciationfor his valuable contribution during his tenure as Director of the Company.

(iv) Shri Rahul Kumar Whole-time Director & CFO resigned w.e.f. 31stJuly 2017 due to his personal reasons. The Board places on record its appreciation forhis valuable contribution during his tenure as Director & CFO of the Company.

12.2 Appointments of Directors:

(i) Shri Subrat Kumar Mohapatra was appointed as its nominee by IDBI Bank Limitedon the Board of the Company w.e.f. 28th November 2016 not liable toretire by rotation. He replaced Shri Madhav P. Phadke.

(ii) Shri Shailesh Verma was appointed as its nominee by State Bank of India on theBoard of the Company w.e.f. 26th December 2016 not liable to retire byrotation.

The composition of the Board is in compliance of the requirements of the Companies Act2013 and the SEBI (LODR) Regulations 2015.

Proposal for re-appointment of Independent Directors

The tenure of following Independent Directors would be expiring in the month ofSeptember/ November 2017 as per the details given below:

S. No. Name of Independent Director

Tenure

From to
1. Shri B.K. Goswami 27.09.2014 26.09.2017
2. Shri R.N. Bhardwaj 27.09.2014 26.09.2017
3. Ms. Homai A. Daruwalla 27.09.2014 26.09.2017
4. Shri K.N. Bhandari 27.09.2014 26.09.2017
5. Shri S.C.K. Patne 27.09.2014 26.09.2017
6. Shri C.P. Jain 27.09.2014 26.09.2017
7. Shri K.P. Rau 27.09.2014 26.09.2017
8. Shri T.R. Kakkar 12.11.2014 11.11.2017

The Board has accepted the recommendations of the Nomination and Remuneration Committeeand has recommended the re-appointment of the above Independent Directors for the secondterm of five consecutive years.

The proposals for their re-appointment have been included in the Notice of the AnnualGeneral Meeting for your approval.

Proposal for re-appointment of Shri Ranvijay Singh Whole-time Director

Upon approval by the Nomination and Remuneration Committee the Board has approved there-appointment of Shri Ranvijay Singh as a Whole-time Director of the Company for a periodof three years w.e.f. 14th December 2017 subject to such approvals as may berequired. The proposal for re-appointment and remuneration of Shri Ranvijay Singh has beenincluded in the Notice of the Annual General Meeting for your approval.

12.3 Retirement by rotation:

Shri Ranvijay Singh and Shri Pankaj Gaur.

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

12.4 Wholetime Key Managerial Personnel:

The details about the Wholetime Key Managerial Personnel are given in the CorporateGovernance Report enclosed herewith.

13.0 DEPOSITS

Your Company had a track record of being regular in repayment of deposits and paymentof interest thereon. As on 1st April 2014 the Company had outstandingfixed deposits and interest payable thereon aggregating Rs.2722.53 Crores whichwere to be repaid over a period of three years from the date of their respectiveacceptance. However under the new provisions of the Companies Act 2013 the outstandingdeposits were required to be repaid by 31st March 2015.

In view of changed provisions under the Companies Act 2013 the Company decided tostop accepting fresh deposits/ renewing the existing deposits. Since the amount raised bythe Company stood deployed

in its business it was not feasible to repay such a huge amount within the saidperiod. Accordingly the Company approached Hon'ble Company Law Board (CLB) forextension of time for repayment of outstanding Fixed Deposits. Seeing the satisfactoryprogress Hon'ble CLB has from time to time extended the time for such repayment finallytill 30th June 2016.

National Company Law Tribunal (NCLT) was constituted w.e.f. 1st June2016 which has acquired the jurisdictional authority over the matter. Hon'ble NCLT videits Order dated 30th May 2017 had further extended the time upto 30thJune 2017 for repayment of outstanding deposits and interest thereon.

Throughout the Company has been compliant with the orders of the Hon'ble CLB/NCLT.

As on 31st March 2017 an aggregate amount of Rs.1279.62 Crores waspayable towards repayment of deposits and interest thereon. Thus between the period from1st April 2014 to 31st March 2017 the Company had settled/repaidFDs aggregating Rs.1442.91 Crores (including interest payable thereon).

Upon consummation of transaction of transfer of identified cement plants to UltratechCement Limited on 29th June 2017 as mentioned in para.

2.0 (f) above the Company has repaid remaining deposits and interest thereon. As on25.07.2017 only Rs.5.15 Crores was due to 257 deposit-holders which pertain to casesunder litigation and some transmission cases which too shall be settled in due course oftime.

14.0 AUDITORS AND AUDITORS' REPORT

14.1 STATUTORY AUDITORS:

M/s. M.P. Singh & Associates Chartered Accountants (Firm's RegistrationNo.002183C) were appointed as Statutory Auditors of the Company for a term of threeconsecutive financial years i.e. for 2014-15 2015-16 & 2016-17 in 17thAnnual General Meeting (AGM) held on 27th September 2014. They hold office fromthe conclusion of the 17th AGM held on 27th September 2014 tillconclusion of the 20th AGM to be held in the year 2017.

The Board has recommended the appointment of M/s. Rajendra K. Goel & Co. CharteredAccountants (Firm's Registration No.001457N) as Statutory Auditors of the Company to holdoffice from the conclusion of the 20th AGM till the conclusion of the 25thAGM to be held in the year 2022 subject to ratification by the members at every AGM.

Necessary proposal for their appointment has been included in the Notice of the AGM foryour approval.

14.2 SECRETARIAL AUDITORS:

CS Ashok Tyagi (FCS-2968; CP No. 7322) Practising Company Secretary was appointedas Secretarial Auditors of the Company on 28th May 2016 by the Board ofDirectors based on recommendations of the Audit Committee as per Section 204 of theCompanies Act 2013 for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended 31st March 2017 forms part of the Directors' Report.

Based on the recommendations of the Audit Committee the Board has re-appointed CSAshok Tyagi (FCS-2968; CP No. 7322) Practising Company Secretary to conduct theSecretarial Audit for the financial year 2017-18 as per Section 204 of the Companies Act2013.

14.3 COST AUDITORS:

For the financial year 2016-17 M/s. J.K. Kabra & Co. Cost Accountants(Firm's Registration No. 2890) are carrying out the cost audit in respect of applicablebusinesses of the Company and their report will be filed with Central Government in duecourse.

For the financial year 2017-18 the Board of Directors of the Company havere-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 costaccounts in respect of applicable businesses of the Company.

Their remuneration is subject to ratification by shareholders for which a proposal iscontained in the Notice of AGM.

15.0 REPORTS ON CORPORATE GOVERNANCE MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESSRESPONSIBILITY

15.1 Corporate Governance Report and Management Discussion & Analysis Report

Report on Corporate Governance and Management Discussion & Analysis Report interms of Regulation 34 and 53 read with Schedule V of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (LODR) are annexed and form part of thisAnnual Report.

A certificate from the Auditors confirming compliance with the conditions of CorporateGovernance is also annexed. The Company is complying with the Corporate Governance normslaid down in LODR.

15.2 Business Responsibility Report

In terms of Regulation 34 of LODR a Business Responsibility Report (BRR) in theprescribed format is annexed and forms part of this Annual Report describing theinitiatives taken by the Company from an environmental social and governance perspectivetowards adoption of responsible business practices.

The BRR as well as the Company's Policy on Sustainable Development are accessible onthe 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 toplace on record their sincere appreciation for the excellent spirit with which the entireteam 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

No case has been filed by any woman during the Calendar year 2016 & 2017 (tilldate) pertaining to sexual harassment of women at work place. The Company has formed anRs.Internal Complaints Committee' pursuant to the provisions of Rs.The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013' for the purposeof prevention of sexual harassment of women at workplace. The said Committee gave itsReport for the Calendar Year 2016 as well as Interim Report for the Calendar year 2017(till date) which confirms that no case has been filed during the said periods.

17.0 Other Requirements of Companies Act 2013

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

The extract of the Annual Return as provided under Section 92(3) (in form MGT-9) isenclosed as Annexure-3.

17.2 THE NUMBER OF MEETINGS OF THE BOARD

The total no. of meetings of the Board of Directors held during the Financial year2016-17 is 6 (Six).

The Board Meetings were held on:

(i) 28th May 2016

(ii) 4th July 2016

(iii) 9th September 2016

(iv) 6th October 2016

(v) 10th December 2016 and

(vi) 10th February 2017.

17.3 Directors' Responsibility Statement

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

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

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

c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of Companies Act 2013 for safeguarding the assets ofthe 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 suchinternal financial controls are adequate and were operating effectively; and

f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate operating effectively and the same are beingstrengthened 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 Act2013 and LODR the Company has received declarations from all the Independent Directors ofthe 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 itsdetails are given under Corporate Governance Report.

17.6 COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE (IFANY)

17.6.1BY THE STATUTORY AUDITORS

The observations of Statutory Auditors and Notes to the financial statements areself-explanatory.

Their observations/qualifications and reply of management is given in Annexure-4.

17.6.2BY THE COMPANY SECRETARY IN PRACTICE IN SECRETARIAL AUDIT REPORT

The observations of Secretarial Auditors are selfexplanatory. Their observations andreply of management is given in Annexure-4.

17.7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Particulars of Loans Guarantees or Investments are given are given in the notes tofinancial statements especially under Note No. 14 16 & 34 of the FinancialStatements.

17.8 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013.

The particulars as per the prescribed Format (AOC-2) are enclosed as Annexure 5.

All the related party transactions during the year were on an arm's length basis and inordinary course of business.

17.9 STATE OF COMPANY AFFAIRS IS MENTIONED IN THE BEGINNING OF DIRECTORS' REPORT

The State of Company Affairs is given in para no. 1 2 7 & 8 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 THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial positionof the Company between 31st March 2017 and the date of this report except thedivestments reported above.

17.13 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars with respect to conservation of energy technology absorption foreignexchange earnings & outgo pursuant to Section 134 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 for the year ended 31st March 2017 areannexed as Annexure 6 and form an integral part of this Report.

17.14 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICYFOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THEOPINION 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 aregiven in the Corporate Governance Report.

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

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

The details about the Corporate Social Responsibility (CSR) Policy are given inCorporate Governance Report.

The said Policy of the Company is available on the following link: [www.jalindia.com/attachment/

CSRpolicy.pdf]

The Initiatives taken by Company during the year are given in Annexure-7.

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

The Annual Evaluation of Board its Committees and Directors is done as per theCriteria laid down by the Nomination and Remuneration Committee (NRC). The Board carriedevaluation of its performance and also of Executive Directors of the Company.

The Board also carried out the evaluation of its committees. The Committees of Boardand their composition is as under:

A) AUDIT COMMITTEE

1. Shri R.N. Bhardwaj Chairman

2. Shri B.K. Goswami Member

3. Shri S.C. Bhargava Member (resigned w.e.f. 22nd April 2017)

4. Shri K.P. Rau Member

B) STAKEHOLDERS RELATIONSHIP COMMITTEE

1. Shri T.R. Kakkar Chairman (w.e.f. 4th July 2016)

2. Shri S.K Sharma Member

3. Shri Rahul Kumar Member (resigned w.e.f. 31st July 2017)

(Note : Shri S.K. Jain was Chairman of this committee till 6th June 2016i.e. the date when he resigned from the Board.)

C) NOMINATION & REMUNERATION COMMITTEE

1. Shri B.K. Goswami Chairman

2. Shri T.R. Kakkar (w.e.f. 20th May 2017)

3. Ms. H.A. Daruwalla Member.

(Note : Shri S.C. Bhargava Member resigned w.e.f. 22nd April 2017)

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 (resigned w.e.f. 31st July 2017)

E) CSR (Corporate Social Responsibility) COMMITTEE

1. Shri B.K. Goswami Chairman

2. Shri T.R. Kakkar Member

3. Shri Sunny Gaur Member

4. Shri Pankaj Gaur Member

5. Shri Rahul Kumar Member (resigned w.e.f.

31st July 2017)

F) FINANCE COMMITTEE

1. Shri B. K. Goswami Chairman

2. Shri Sunil Kumar Sharma Member

3. Shri Rahul Kumar Member (resigned w.e.f. 31st July 2017)

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 (resigned w.e.f.

31st July 2017)

H) COMMITTEE FOR STATUTORY POLICIES

1. Shri Manoj Gaur Chairman

2. Shri R.N. Bhardwaj Member

3. Shri S.C. Bhargava Member (resigned w.e.f. 22nd April 2017)

4. Shri Rahul Kumar Member (resigned w.e.f. 31st July 2017)

I) FINANCIAL RESTRUCTURING COMMITTEE

1. Shri B. K. Goswami Chairman

2. Shri Sunil Kumar Sharma Member

3. Shri K.N. Bhandari Member

4. Shri C.P. Jain Member

5. Shri Rahul Kumar Member (resigned w.e.f. 31st July 2017)

The Independent Directors also carried out evaluation of Board of DirectorsExecutive Chairman & other Directors in their meeting held on 25th March2017.

More details are given in Corporate Governance Report.

17.17 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR 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 impactingthe going concern status except as reported in Notes to Financial Statements/Directors'Report.

17.18 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS.

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

The Internal Audit of the Company for FY 2016-17 has been carried out as under:

1. by M/s Ernst & Young LLP for Cement Division (Cement & Asbestos Sheets)

2. by M/s Dewan PN Chopra & Co. Chartered Accountants for rest of the business ofthe Company (Engineering Power Real Estate etc.).

3. by an In-house Internal Audit Department headed by Shri R.B. Singh CharteredAccountant.

4. Internal Audit of some Regional Marketing Offices (RMOs) is being carried out bylocal firms of Chartered Accountants engaged to assist the Internal Audit Department asunder:

i. M/s Manish Goyal & Associates Gwalior for RMOs at Hydrabad Chennai BangaloreAllahabad & Lucknow.

ii. M/s Lodha & Co. New Delhi for RMOs at Delhi Chandigarh & Patna.

5. The Internal Audit of Hotel Division is carried out as under:

i. M/s V.P. Jain & Associates for Jaypee Vasant Continental New Delhi

ii. M/s Pankaj Oswal & Co. for Jaypee Siddharth New Delhi and Jaypee Greens Golf& Spa Resort Gr. Noida

iii M/s Subodh Taparia & Co. for Jaypee Palace Agra and Jaypee Residency ManorMussoorie.

The Audit Committee regularly interacts with the Internal Auditors the StatutoryAuditors and senior executives of the Company responsible for financial management andother affairs. It studies the internal control systems and checks & balances forcontinuous updation and improvements therein.

The Audit Committee also regularly reviews & monitors the budgetary control systemof the Company as well as system for cost control financial controls accountingcontrols physical verification controls etc.

The Audit Committee has regularly observed that proper internal financial controls arein place including with reference to financial statements.

Based on recommendations of the Audit Committee the Board has appointed the aboveInternal Auditors for the first quarter of FY 2017-18 (i.e. 1st April 2017 to30th June 2017). Similarly M/s Ernst & Young LLP have been appointed asInternal Auditors for all units of the Company for the remaining 2nd 3rd& 4th quarters of FY 2017-18 (i.e. 1st July 2017 to 31stMarch 2018).

17.19 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Details are enclosed as Annexure-8.

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-9.

18.0 ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to variousDepartments and Undertakings of the Central and State Governments Industrial DevelopmentBank of India The Life Insurance Corporation of India General Insurance Corporation ofIndia and its

Subsidiaries IFCI Limited ICICI Bank Limited Axis Bank Limited Export-Import Bankof India and Consortium of Banks and valued customers and the employees of the Company fortheir valuable support and co-operation.

Your Directors also wish to place on record their appreciation of the wholehearted andcontinued support extended by the Shareholders and Investors as well as employees of theCompany which has always been a source of strength for the Company.

On behalf of the Board
MANOJ GAUR
Executive Chairman & CEO
DIN: 0008480
Place : New Delhi
Date : 5th August 2017.

ANNEXURE 6 OF THE DIRECTORS' REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO(I) CONSERVATION OF ENERGY

The Company is engaged in the business of Integrated Engineering Construction andoperates at the locations of its clients and uses electric energy for implementation ofvarious projects undertaken by it.

Besides the Company is also engaged in the business of manufacture and marketing ofCement and owns five star hotels at New Delhi Mussoorie and Agra and a Golf Course withassociated recreational and residential facilities at Greater Noida as part of its RealEstate Business.

The Company ensures that all possible measures are taken to conserve energy includingidentification of potential areas of saving energy installation of energy efficientequipment such as capacitor control panels to improve power factor and use of energyefficient lamps and compact florescent lamps wherever possible.

The energy conservation measures undertaken by the Company ensure savings in energycosts and thereby improving operational efficiency. There are no specific additionalinvestments or proposed investments for reduction of consumption of energy since theprimary investments decisions are always taken such that energy is spent to the minimumlevel. In particular the Company has taken following measures for conservation of energy:

IN CEMENT DIVISION

1.0 STEPS TAKEN Jaypee Rewa Plant

i) Unit-I Raw mill fan has been replaced by high efficiency fan which has resulted inpower saving of 175 kW i.e. 12.60 Lac units per annum. This has reduced the Specific PowerConsumption by 0.93 kWh/MT of clinker.

ii) New 30kVAr LT Capacitors have been connected additionally to improve power factorwhich has reduced line loss by 8496 kWh per annum in Cement mill & Packing Plant area.

iii) To stop idle running of neutralizing pit spray water pump a pressure switch hasbeen installed in discharge header so that the pump automatically stops after attainingmaximum pressure of 7.5 kg/cm2 (which indicates no water usage) which has resulted inpower saving of 200 kWh per day.

iv) Wireless system in place of CCRD in Coal stacker Coal Reclamer and LS Reclaimer ofU-1 has been installed which resulted in power saving of 10kW.

v) 02 no's of MV VFDs (Siemens Make) have been installed for boiler feed pumps in CPP#3. CPP. Aux. power consumption has reduced from 4.7% of generation to 2.0%. Saving of10000 kWh per day.

Jaypee Bela Plant

i) Replacement of Conventional Tubelight with LED Rods in Offices resulted in savingof 52560 kWh and Rs.3.15 lacs per annum.

ii) Pre-heater both string cyclone KS-6 and CS-6 provided with Dip tube. Both stringout let temperature reduced by 15 to 20 C. Resulted in reduction of Specific HeatConsumption by 11 Kcal/Kg of Clinker and saving of Rs.260 lacs per annum.

Jaypee Ayodhya Grinding Operations

i) Stopping Bag Filter fan (591FN-9) & Compressed air. (Saving-11 KW). Annualsaving-5048 KWH

ii) Installation of short belt and diverter to stop the long belt of Packer (Saving-4.0KW). Annual Saving-1836 KWH

iii) Installation of geared motor in place of drum motor in 652LM-1 (Saving-0.67 KW).Annual Saving-307 KWH

Jaypee Sidhi Cement Plant

i) 04 out of 08 rotary feeders to be removed from sun-1 cooler ESP.

ii) Coal mill-2 fine coal transport blower RPM to be restricted at 70%.

iii) While taking lime stone from Sun1 circuit to Sun2 circuit running of 312 BC2should be reduced by connecting 312BC3 belt directly to hopper no. 2 of Sun2.

iv) 212BC-4 belt length to be reduced.

Jaypee Dalla Cement Factory

i) Optimization of Air flow in RP air chute for material conveying by stopping one ofthe two blower provided for areation.

ii) Extended the length of Classifier grid cone discharge pipe up to 300 mm to reduceResidue during Petcoke grinding and increase coal mill productivity to reduce Sp. Power.

iii) Reduction in system voltage from 6.6KV and above to 6.5KV.

Jaypee Chunar Cement Factory

i) Optimisation of Silo and Classifier bottom air used for Aeration.

ii) Fly Ash Feeding in auto mode and one common aeration blower used for two fly ashsilo.

iii) CP5 air compressor motor pulley diameter decreased by 10% Optimisation of airpressure from (6.5-7.5) to (5.5-6.3).

iv) Cement Mill modification in the B.D.C discharge Air slide & Fan 511 FN-1Re-grading of Grinding Media of all cement mills once in six months.

v) Optimization in running of cement mills auxiliary including Fans.

vi) Optimisation of equipment used for De

Watering system in cable cellar at TG building construct a drain line and 7.5 kw Pumpspare.

Jaypee Himachal Cement Plant

i) Reduction in cement grinding power by improvement in grinding section clinkergranulometry & consuming more flyash reduction in clikerization power and Specificheat consumption by controlling False air ingress into the system reduction in Raw millgrinding power by reducing in put size of the lime stone reduction in radiation losses inpyro section by improved thermal insulation increased usage of Pet coke plastic wasteand RDF regular energy monitoring and energy audits.

Jaypee Himachal Cement Grinding & Blending Unit

i) Removal of damper gate from 521FN4 fan operating with VFD. Removal of damper hasimproved inlet draft and power saving achieved upto 2 KW per day.

ii) Circuits of Silo Heaters modified as per the root blowers running status. The idlerunning of 12 heaters when plant not in operation was eliminated hence saving the power ofapprox 13 KW/heater.

2.0 STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCES OF ENERGY.

Jaypee Rewa Plant

i) Regular use of pet coke in Kiln.

ii) RDF (Refuse-derived fuel) is being used in Kiln

iii) Tyre chips is being used in Kiln.

3.0 CAPITAL INVESTMENT ON ENERGY CONSERVATION

EQUIPMENTS

i) Unit-I Raw mill fan has been replaced by high efficiency fan which has resulted inpower saving of 175 kW i.e. 12.60 Lac units per annum. This has reduced the Specific PowerConsumption by 0.93 kWh/MT of clinker. Capital invested Rs.53.93 Lac.

ii) Wireless system in place of CCRD in Coal stacker Coal Reclaimer and LS Reclaimerof U-1 has been installed which resulted in power saving of 10kW. Capital invested Rs.2.2Lac.

iii) 02 no's of MV VFDs (Siemens Make) have been installed for boiler feed pumps inCPP#3. CPP. Aux. power consumption has reduced from 4.7% of generation to 2.0%. Saving of10000 kWh per day. Capital invested Rs.150.0 Lac.

IN CONSTRUCTION DIVISION

Across its various construction sites the Company has taken a plethora of energyconservation measures which have been proved to be effective in achieving the objective.The Company consistently explores the possibility of integrating new technologicaladvancements made in the field of construction into its working to keep it at par with thebest practices followed in the Industry

Energy conservation measures in Construction Division:

1.0 CONSERVATION IN ELECTRIC ENERGY

1. Necessary thrust is being given for more use of HPSV lamps for illumination ofPlants & Townships. For minor lighting conventional lighting systems (Tubelights/CFLs) are being replaced in phased manner by LED lights. Provision of timers inHigh Mast and street lights ensures better control of duration of lighting in tune withavailability of natural light. All these measures are surefire ways to achieve energyconservation consistently.

2. At Bara Thermal Power Project the sub-station building has been designed to housepanels for Phase-I as well as for Phase-II and is totally air- conditioned. Since atpresent only 400 KV switch yard is made functional same has been isolated from thecomplex by putting wooden partitions to reduce the air-conditioning load and consequentlythe power consumption.

3. At Bara Construction Power supply sub-station (33 KV) is equipped with 300 KVARcapacitor banks to improve power factor and the resultant reduction in electricityconsumption.

4. At Punatsangchhu-II and Mangdechhu hydroelectric projects Automatic Power FactorCorrection Panels are being used. Power factor is maintained around

0.97 and 0.96 respectively for these locations reducing energy consumption.

5. At Punatsangchhu-II the total electric load is being controlled by two load centresfor ease of management of the contract demand at the load centre. As a result the energycharges came down by about 12%.

6. At Mangdechhu the water supply arrangement for Surge Shaft & Pressure ShaftComplex and for Aggregate Processing Plant at Dam is being made from natural streamthrough pipelines by gravity thereby avoiding lifting of water from river. This translatesinto noteworthy savings in energy.

7. At Bagihar in 1100m Cross-Country Conveyor (spanning from Chakwa Main AggregateProcessing Plant to Aggregate Stock Pile at Dam site) 2x160 kW motors were replaced withsingle 200 kW motor achieving about 38% energy saving.

8. At Punatsangchhu-II and Mangdechhu hydroelectric projects Cement feeding toCIFA/Schwing Stetter batching plants is being done through belt conveyor in place of DPGC.This provision has reduced the electricity load by 40 kW approx.

9. At Durga Cement Works (Dachepally) use of Capacitor Banks in Sub-Station not onlyresults in reduced power consumption through improvement of power factor but also renderbetter protection to the equipments.

10. Optimum Capacity Utilization of plant & machinery run on electricityespecially high KW consuming ones.

11. As an energy conservation initiative Centralised Hot Water Arrangement withAutomatic Temperature Control has been implemented in residential colonies atPunatsangchhu-II and Mangdechhu.

12. Use of star rated appliances ensure energy efficiency and perceivable savings inenergy costs.

13. Inculcated the habit amongst the staff & workers to switch off ACs CoolersFans and lights during nonoccupancy and avoidable periods.

14. Site Specific Energy Conservation measures adopted at Shahabad Project:-

(a) Contract Demand of power is reduced from 10600 KVA to 1000 KVA for constructionactivity. Hence on an average Rs.10.00 lac per month is saved. Contract demand wasincreased to 5000 KVA at the time of commissioning of Plant.

(b) Lighting during construction activity was provided strictly as per requirement.

(c) Capacitor banks have been installed for 11 KV substations to boost up P.F.

(d) Energy Saving measures proposed to be taken in near future:

(i) Fixed magnet to be installed on the 562 BC-3 belt to avoid the frequently divertfeed towards reject side which will result in reduced power consumption due to increasedfeed

(ii) Presently 7 Nos 11KW blowers are installed in cement mill silo feeding systemwhich after study can be reduced to 5.5 KW. As silo top after Elevator the 5.5 and 2.5KW blower installed resulting in reduced power consumption.

(iii) In Fly ash system presently 9 kw blower installed which is slightly higher whichcan be reduced to 3.5 kw.

15. Site Specific Energy Conservation measures adopted at Srisailam Project:-

(a) At Srisailam we have availed power supply from Southern Power Distribution Companyof Telangana State (Erstwhile A.P); at one metering point at each of the locations at 33KV and distributed same ourselves to various load centres at that location; at 11 KV.This gives us the advantage of Diversity of loads between all load centres resulting inless recorded demand on the meter and consequent reduction in billing demand in excess of80% of CMD.

(b) We have made agreement with the distribution company for the Rs.optimum' ContractedMaximum Demand (CMD) in KVA at 60% of connected load in KW viz 5750 KVA at 33 KV at Inletfor 9000 KW & 6950 KVA at 33 KV at Outlet for 11000 KW.

(c) The above CMD was availed in 3 to 5 phases at each location in relation withincreasing loads to minimize monthly minimum demand charge which is chargeable for 80% ofCMD irrespective of monthly power consumption.

(d) We have installed 2 MVAR 11 KVAR Capacitor Banks at each of the two 6.3 + 1.5 MvA33/11 KV substations one at Inlet & other at Outlet. The cost of each bank is aroundRs.4.00 lacs against which we have saved minimum 48-60 lac KVAH units of 12 croresconsumed by us till March 2015 at Rs.10 to 12 per unit if compared to PF of 0.95 whichis stipulated by Discom.

(e) It is to be noted that consumer using 100 KW Load at unity P.F. consumes 100 KWH/Hr & draws 100 kVaH units from lines doing full justice to himself. However theother consumer having same 100 KWH load at 0.5 PF say consumes 100 KWH/Hr for which hedraws 200 KVAH units from lines & pays Discom for 200 KVAH units wasting 100 KVAHunits in magnetization of field which is apparent power. Capacitor Load draws capacitivecurrent from lines neutralizing the inductive current of Motors bringing current vectorin phase with voltage vector to the extent of PF.

(f) Once the PF is taken care-of the other measures like controlling lightingconsumption by having automatic switching off devices or by going in for energy savinglamps etc. form a small part which also we have considered by using HPSV Tower lights forarea lighting & CFL lamps/Tube lights for internal lighting to avail 60-80Lumens/Watt against 10-15 Lumens/ Watt of incandescent; at of course higher initial andreplacement cost.

(g) We have also deployed for camp/office MCB distribution board in place of SwitchFuse distribution by which we save 6% watt loss due to concealed contacts in MCBs.

(h) For all cutter Head Motors of 12 nos x 315 KW; Conveyor stations 5 nos x 300 KW x 2and Ventilation Fan stations 3 nos x 350 x 2 Variable Frequency Drives of MitsubishiVacon are deployed providing Rs.SOFT START' and drawl of only active current from linessaving apparent power consumption upto 10%.

Also the chilled water pumps which feed cold water to TBM round the clock VFDs areused for 3 nos. stations x 55KW x 2.

Also all the 5T 12.5T 25T 35T 80T Cranes used in PSP & TBM pit are VFD drivenensuring jerk free movements in all directions ensuring safety & saving inconsumption.

(i) As regard standby power supply in case of grid failure we have made thecentralized DG station at each location (Inlet & Outlet) installing at each of them 6nos x 1000 KVA 415 volts acoustic DG sets stepping up each of them to 11 KV by having 6x 1000 KVA 415/11000 volts step up Transformers with all required switchgear for theirparallel operating & synchronizing 6 MVA DG supply with grid supply at 11 KV availingadvantage of diversity of loads on various load centres as only required no. of sets arerun & synchronized for the varying loads.

2.0 CONSERVATION IN FUEL (HIGH SPEED DIESEL) CONSUMPTION (AT DCW)

1. Training was imparted by specialists from Indian Oil Corporation to all theoperators of heavy earth moving machinery and material handling equipment for adopting thebest operating techniques while using them.

2. By tuning up of machines run on High Speed Diesel through intensive maintenance andupkeep to maintain them in good Rs.health' giving priority to those which arecomparatively ageing.

3. By minimizing idle running of equipment in general and heavy duty cranes/high hpequipment trucks etc in particular and by maintaining optimum tyre pressure timelychange of filters tuning up etc.

4. By close monitoring of average fuel consumption of all equipment and striving tomatch it with the best norms.

5. By optimum Capacity Loading of Heavy Earth Moving Equipments during transportation.

IN REAL ESTATE DIVISION

Your Company is one of the leading players in development of infrastructure andintegrated townships in the country which has consistently embraced modern sustainableand innovative technologies available in the field of civil engineering and constructionin its quest to deliver best in class products and services to its discerning customers.With an innovative mindset the Company has been exploring every available avenue toachieve maximum energy saving & optimization possible.

As in everyday life in Industry also even small changes lead to significantdifference in overall energy consumption. The Company has adopted this very approach inits working by introducing energy efficient plant & equipment attaining optimalusage and adoption of smart technology/ innovative products etc. Reducing the quantum ofenergy that we use is of utmost importance as it not only results in cost savings but alsoin corresponding reduction in the consumption of nonrenewable natural resources which aredepleting very fast. Keeping this in mind the Company has been taking well plannedactions for reduction of fuel consumption through up-gradation modernization andpreventive maintenance of its plant & equipment machinery vehicles tools etc.Technical innovation and the ability to absorb latest in technology are keys to growsustain and to improve competitiveness of businesses. The Company endeavours to keep aRs.Technology Watch' on the ground breaking innovations-particularly in constructiontechnology to keep abreast with the latest happenings around the world.

Energy Conservation Measures in Real Estate Division

1. Rationalization of no. of Bollard & Pole Lights

By increasing the distance between adjacent lighting fixtures and providing energyefficient lights with better optics in street lights bollard spike and footpath lightswe have achieved appropriate lux level. This has resulted in confirmed savings of Rs.1.5crores in capital investment and subsequent recurring energy conservation.

2. Basement Ventilation

Reduction in ACPH (Air Changes per Hour) of Axial flow fans & Jet fans in emergencymode from 30 ACPH to 18 ACPH and static pressure reduction from 25mm to 20mm has resultedin corresponding reduction of motor sizes & their capacity as well as in deletion offresh air fans (wherever required) in basement of buildings culminating in substantialenergy savings.

3. Air Conditioning

Adopted VRV System of air conditioning to optimize the individual outdoor & indoorunits and also substituted the Ductable splits in the rooms with High Wall Split unitswherever applicable achieving significant energy savings due to reduction of equipmentcapacity and removal of ducts. Energy efficient star rated split air conditioners arebeing installed in the flats wherever applicable thus saving energy & reducingoverall load on the system.

4. Lift Speed Optimization

Optimized the Lift speed numbers & carrying capacity within the permissibleparameters of handling capacity & average waiting period resulting in substantialenergy saving when operationalized.

5. Rationalization of Electrical Points

Reduced the number of Electrical Points provided in Residential Towers by maintainingminimum permissible lux level in flats which will cut down electricity consumption byapprox. 15-20% varying from project to project.

6. Master Plan Services

Being an integrated township the central DG stations have been put up at two placesinstead of providing individual DGs for each cluster. This resulted in saving of space inproviding diesel tanks at individual cluster level. The DGs will be synchronized throughPLC system thus running at optimum load as per the requirement.

7. Panels (Additional Capacitor Bank & STATCON)

Using Additional Capacitor bank & Statcon has improved Power factor from 0.95 to0.99 thereby reducing energy consumption and bringing in substantial and recurring savingsof energy in times to come.

8. Block Work

The shift from Conventional Bricks to FAB/HCB/CLC Blocks which provides better Thermalinsulation is expected to considerably reduce running of Air Conditioners and consequentenergy conservation.

9. Lights in Basement & Common Areas

The basements of all the residential towers have been provided/ proposed with T5/T8energy efficient tube light fixtures and the common areas with CFL/LED lights instead ofconventional lamps paving the way for consistent energy saving throughout the year.

10. VFD Driven Motors

The VFD system has been provided on the heavy power consuming motors so as to regulateenergy consumption as per load requirement. This will provide substantial power saving incase of air conditioning ventilation system & heavy duty fire pumps.

11. Solar Water Heating & Lights

Solar hot water system has been provided for Kitchens in case of all units of varioustowers. Solar lights have been provided for the common areas such as service centers roadlighting parks switching stations grid stations STPs etc. for energy conservationefficacy.

12. Road Lighting System

The road lighting system has been provided with the dual dial preset timers to achieveenergy saving during the night at preset timing thus resulting in everyday energy saving.

13. Occupancy Sensors and Blind Axial Vanes

Office and institutional buildings are provided with Occupancy Sensors and Blind AxialVanes for automatic switching off/on of lights & fans as per occupancy in the areas toavoid energy consumption when not occupied.

(II) TECHNOLOGY ABSORPTION

For efficient execution of contracts awarded to the Company it imports various itemsof equipments in order to ensure use of contemporary technology.

The Company has inter-alia taken the following steps towards technology absorptionadoption and innovation:

IN CEMENT DIVISION

1.0 EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION.

Jaypee Rewa Plant

i) Unit-1 Raw Mill/Kiln ESP has been converted into Bag House to reduce emission levelbelow specified norms as statutory compliance. After bag house conversion stack emissionrecorded <25 mg/Nm3.

ii) Proxy switches were provided in Long travel Cross travel and hoist of the EOTcranes of Old Gunny Bag Godown (2 Nos) & New Gunny bag Godown (1 No) to safeguard overtravel by modifying the circuit.

iii) Schenck-make Clinker Panweigher installed in Unit-2 for online weighment ofclinker produced from kiln.

iv) 02 no's of MV VFDs-Siemens Make installed for boiler feed pumps in Shiva-3.

v) The conventional light fittings mercury vapour lamps etc have been replaced by LEDlights.

Jaypee Bela Plant

i) For monitoring of cement bags loaded into wagons through respective wagon loadingmachines all 8 No's wagon loading machine has been equipped with Bag counters and it hasbeen also connected with central control room of Railway siding to generate onlinereports.

ii) To facilitate feeding of dry flyash in Cement Mills an online Electric heater ofcapacity 30 KW has been installed in line of blowers of K11BL1 & BL2 so that moistflyash can be dried upto 110C by automatically switching on the heaters at 100C andswitching off at 110C using RTD.

Jaypee Sidhi Cement Plant

i) Cooling Tower Fan to be interlock with Cooling Tower Water Temperature.

ii) Raw mill-1 separator gear box cooling water booster pump to be interlock with thegear box temperature.

iii) Sun-II LS Hopper 332 BC2 belt conveyor to be directly connected with hopper no.01.

iv) Coal mill -1 fan motor to be replaced with 500kw motor available with us.

v) Lime Stone Stacker Boom Belt Idler Frame Orientation to be changed for smoothrunning while Boom is up.

vi) Fine Coal Bin (Sun-II) De dusting to be studies for operated with one bag filteronly.

vii) 04 out of 08 rotary feeders to be removed from sun-II cooler ESP.

viii) Coal Mill-1 exhaust Fan damper to be removed.

Jaypee Dalla Cement Factory

i) Installation of Air Blaster at Calciner to avoid Jamming and loss of productionduring use of increased % of Petcoke.

ii) Use of Refratherm bricks in preburning zone to Reduce kiln shell radiation &Sp. Heat of clinker.

iii) Installation of VFD's for Fans Pumps & Blowers for energy conservation.

Jaypee Ayodhya Grinding Operations

Installation of geared motor in place of drum motor

in 652LM-1.

Jaypee Himachal Cement Plant

i) Installation of VFD drives for Crusher bag house fans installation of Delta- Starswitches for energy conservation on various drives installation of auto drain system incompressed air reservoirs usage of waste heat from cooler to dry wet Fly ash. replacementof conventional lights with LED.

ii) Replacement of GRR with MVFD in cooler ESP Fan VFD for Bag house fans and Preheater fans VFD drives for Bag dust collectors study of WHRS and procurement of latestequipment for monitoring of energy consumption.

Jaypee Himachal Cement Grinding & Blending Unit

i) Installation of VFD drive (removed from a fan operating in full RPM) for 75 KW waterpump to operate on reduce flow during main plant stoppage and packing plant operation.Power Saving of 20 KW.

ii) Automatic operation of cooling tower fan through temperature sensor to maintainrequired water temperature. Power Saving of 18 KW.

Jaypee Roorkee Cement Grinding Unit

i) Stopping of Cooling Tower Fan in winter season and during night hours.

ii) Optimization of Material Handling Equipments to run at maximum capacity.

2.0 BENEFITS DERIVED.

Jaypee Rewa Plant

i) Conversion of Unit-2 Raw Mill/Kiln ESP to Bag House to reduce emission level in viewof statutory requirement of stack emission <30 mg/Nm3.

ii) Installation of Solar power of 750 kW in first phase under RPO.

iii) Provision for clinker wagon loading from unit- 1 clinker silo is to be made. Anadditional belt conveyor of length30 meters will be installed which can feed the clinkerto wagon loading steel silo feeding belt 514-BC2.

iv) Medium Voltage V/F Drive is to be installed for 1200KW motor of Coal Mill Fan. Asaving of 5.28 lac units (KWH) per year will be achieved.

v) To increase petcoke usage upto 60% in Unit- 1 & Unit-2 an arrangement for finepetcoke extraction from Kiln fine coal bin and feeding it to Pre-calciner screw pump (FKPump) is to be made to facilitate petcoke use in pre-calciner.

vi) Medium voltage variable frequency drives will also to be provided for Shiva-1 CPPboiler feed pumps to reduce auxiliary power consumption.

Jaypee Sidhi Cement Plant

i) Raw Mill-2 dam ring height reduced by 30 mm (From 210mm to 180mm). Which resultpower reduction of 0.75KWH/T Mat.

ii) Blower 392 FN5 (7.5 KWh) to be stopped because 392 FN7 (KWh) is sufficient for silotop air slides.

3.0 IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST 3 YEARS RECKONED FROM THEBEGINNING OF THE FINANCIAL YEAR) -

a) The details of technology imported-NIL

b) The year of import- NIL

c) Whether the technology been fully absorbed-

NIL

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof -

NIL

4.0 EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT:

Research and Development work in respect of new engineering techniques for achievinghigher efficiencies is a continuous process in the Company.

IN CONSTRUCTION DIVISION

-TECHNOLOGY ABSORPTION AND THE BENEFITS

Recognizing the opportunities for innovation the Company has adopted several steps tocreate a climate for continuous adoption of technological advancements for consistentimprovement in safety quality speed aesthetics and costs. Seamless integration ofadvanced technology into the working has been a priority area for the Company to staycompetitive and cost effective.

The efforts made towards technology absorption and the benefits derived are as under:

1. At Bara energy efficient motors have been selected in coal handling ash handlingwater system with VVFD system (Variable Voltage & Frequency Drive). Cranes have beenselected with VVFD system.

2. At Dachepally (DCW) equipments operating with variable loads are fitted with VVVF(Variable Voltage Variable Frequency) devices to ensure optimum power consumption. This isbeing done in phased manner giving first priority to equipment with high powerconsumption.

3. At Punatsangchhu-II and Mangdechhu VVVFDs are provided for the operation ofVentilation Fans. This has yielded an energy saving of 7213738 KW and a correspondingsaving of Rs.186.11 lacs for Punatsanchhu-II and 3955070 KWH and a corresponding savingof Rs.116.67 lacs for Mangdechhu.

4. At Baglihar Programmable Logic Controller (PLC) was installed at Centralized DieselGenerator Station at Chanderkote to synchronize the operation of all diesel generators forbetter response time.

5. With passage of time due to near exhaustion of ideal/convenient sites onlydifficult sites with worse rock mass conditions are available for putting up HydropowerPlants for generation of electricity. For supporting of poor geological conditionsencountered during excavation of large caverns of Power House and Transformer Hall inBaglihar HE project updated practice propagated by Dr. Nick Burton was used. In thismethod rock bolt coupled with Steel Fibre Reinforced Shotcrete was adopted. To meet therevised requirements the design mix of shotcrete was finalized at site which generally isnot done. For this purpose test beams with various proposed mixes were prepared at siteand tested for energy absorption in strain controlled machine at IIT Delhi and SeRcChennai.

6. Very poor rock-mass conditions encountered at Baglihar Site were very difficult tobe handled with present day technology available. Different support measures were exploredand finally in order to expedite the excavation of large caverns 30m long High capacityrockbolts (around 100 Ton) were introduced.

Technology to be adopted: Further the Company proposes the Use of Solar Lights forstreet lighting of Plants and Townships which is under active consideration though thisis already under use sporadically in some areas where the Company is working; use of stormwater discharge for flushing purposes in the Township thereby considerably reducing useof treated water for flushing; and use of precast technology for faster construction.

IN REAL ESTATE DIVISION

- TECHNOLOGY ABSORPTION MEASURES

1. FTTH over Cables

Adopted FTTH (Fibre-To-The-Home) technology for data transmission through SingleOptical fiber cable for TV data & telephony entailing much less running cost andbetter user experience over conventional data cables with conventional technology.

2. Rising Mains over conventional cabling

Using Rising Mains over conventional cabling for transmission of electricity fromElectrical Substation to residential towers making maintenance-free technology availablefor more reliability and reduced Amperes rating in top floors. This has opened up anotheravenue for significant energy & cost saving.

3. Grass Crete paver over Concrete pavers

Usage of Grass Crete pavers over Concrete pavers in Landscaping & Fire Tender Areaspromotes conversion of Carbon dioxide (Green House Gas) into Oxygen and has an "AirConditioning Effect". It also contributes in cooling the atmosphere & reducing"Urban Island Effect". Grass Crete pavers are even 100% recyclable & havethe ability to clean pollutants by bioremediations reduce soil erosion & soilmigration.

4. Pranav Shuttering/Mivan Shuttering over

Conventional Shuttering

Using Pranav & Mivan Shuttering over conventional shuttering resulting in improvedslab cycle better surface quality & finish.

5. Block work

Usage of Block-work improves strength of structure thus reducing consumption of aresource (Steel) by 0. 2.0.3 kg/sq.ft.

6. Zero Discharge

Zero Discharge Policy is being followed. Sewer is treated in STPs and treated water isused for flushing & horticulture.

(III) FOREIGN EXCHANGE EARNINGS AND OUTGO

The activities related to exports are as under:

1. Export of cement

2. Export income from hospitality business

3. Export income from real estate business

The Company is making continuous effort to explore and develop the existing as well asnew export markets for its products. However there is no specific export plan for thesame.

The Foreign Exchange earned in terms of actual inflows during the year is Rs.63530Lakhs (previous year Rs.78243 Lakhs). The Foreign Exchange outgo in terms of actualoutflows during the year is Rs.33097 Lakhs (previous year Rs.53448 Lakhs) which excludesRs.99359 Lakhs (previous year Rs.24616 Lakhs) towards repayment of loan.

Manoj Gaur

Executive Chairman & CEO

DIN-00008480