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Jaiprakash Associates Ltd.

BSE: 532532 Sector: Infrastructure
NSE: JPASSOCIAT ISIN Code: INE455F01025
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VOLUME 632366
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Jaiprakash Associates Ltd. (JPASSOCIAT) - Director Report

Company director report

To

The Members

Your Directors submit their report for the Financial Year ended 31stMarch 2020:

1.0 WORKING RESULTS

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

(Rs. in Crores)
Financial year ended 31.03.2020 31.03.2019
Gross Total Revenue 4687.22 6984.41
Profit before Interest 302.33 768.91
Depreciation & Tax (PBIDT)
Less: Finance Costs 802.33 723.80
Less : Depreciation 412.17 395.35
Profit/(Loss) before (-) 912.17) (-) 350.06
Exceptional items & Tax
Exceptional Items - Gain/ (Loss) 21.69 (-) 423.44
Profit/(Loss) before Tax (-) 890.48 (-) 773.50
Provision for Tax (including 1.65
Deferred Tax)
Profit/(Loss) from continued (-)892.13 (-) 773.50
operations after Tax (Net
Profit)/(Loss)
Profit/(Loss) from discontinued operations after Tax (Net (-)0.70 (-)0.18
Profit)/(Loss)
Other Comprehensive Income/ (-)2.92 3.11
Expenditure
Total Comprehensive Income (-) 895.75 (-) 770.57
Basic Earnings Per Share [Face value Rs. 2 per share] in Rupees (-) 3.67 (-) 3.18
Diluted Earnings Per Share [Face value Rs. 2 per Share] in Rupees (-) 3.67 (-) 3.18

During the year under report the gross total revenue is lower incement segment real estate and Engineering & Construction division of the Company.Turnover was affected due to market conditions and working capital constraints. PBIDT isaround 6.5% of Gross Total Revenue for the year under report against 11% in the year ended31st March 2019 primarily on account of lower operation and margins in the real estatesegment.

EFFORTS TO DELEVERAGE COMPANY'S BALANCE SHEET

The members are already aware that the Company has been continuouslymaking efforts to deleverage its balance sheet by operational efficiency and divestment ofassets for the overall benefit of stakeholders.

Pursuant to restructuring/ reorganization/ realignment of the debt ofthe Company a Scheme of Arrangement (SOA) was approved by the Board of Directorsfor demerger of Company's real estate undertaking viz. SDZ Real Estate DevelopmentUndertaking (SDZ-RE) comprising identified moveable and immoveable assets andliabilities (including estimated debt to the tune of Rs.11834 crore as on 1st July 2017(i.e. the Appointed Date) for transfer to and vesting with the wholly owned subsidiary ofthe Company namely Jaypee Infrastructure Development Limited (JIDL) as a goingconcern on a slump exchange basis which is pending sanction by Hon'ble NationalCompany Law Tribunal (NCLT) Allahabad. The long stop date of the SOA originally providedupto 31st May 2018 has been extended till 30th September 2020. Interest accrued ondebt portion to be transferred to SDZ-RE i.e. JIDL upon Order of NCLT Allahabad with appointeddate of 1st July 2017 has been added to the carrying cost of the Inventory/ Projectsunder Development in respect of SDZ-RE since the same has to be serviced from the assets/development of assets of the said SDZ-RE.

2.0 DISINVESTMENT INITIATIVES & REDUCTION OF DEBT

In line with the Company's publically stated policy the summaryof divestments carried out by the Company and its subsidiaries/ associate companies aregiven below. The Restructuring Committee of the Board which includes three IndependentDirectors continues to consider various options in this regard. The management isconcentrating its efforts to strengthen the core competence business segment of theCompany i.e. Engineering & Construction activities.

SUMMARY OF DIVESTMENTS CARRIED OUT BY THE COMPANY AND ITSSUBSIDIARIES/ASSOCIATE COMPANIES

S. Transaction No. Enterprise value Date of divestment
(Rs. crore)
1. Sale of 4.80 MTPA Cement Plants in Gujarat demerged by Jaypee Cement Corporation Limited (JCCL) (a wholly owned subsidiary) 3800.00 12th June 2014
2. Sale of entire 74% stake in Bokaro Jaypee Cement Limited (a subsidiary) having 2.10 MTPA cement grinding plant 667.57 29th November 2014
3. Sale of 1.5 MTPA 358.22 27th April
Cement Grinding 2015
Unit of Company in
Panipat Haryana
4. Sale of 1091 MW HEP at Karcham & 300 MW HEP at Baspa-II Himachal Pradesh by Jaiprakash Power Ventures Limited (JPVsL) (then Subsidiary now Associate of the Company) 9700 8th September 2015
5. Sale of 49 MW Wind Power Plants of the Company (40.25 MW in Maharashtra & 8.75 MW in Gujarat) 161.00 30th September 2015
6. Sale of 17.2 MTPA identified Cement Plants (including captive power plants) in Uttar Pradesh Madhya Pradesh Himachal Pradesh Uttarakhand & Andhra Pradesh (which includes 5.0 MTPA cement plant of JCCL) 16189.00 29th June 2017
TOTAL 30875.79

DEBT REALIGNMENT PLAN

The Company had requested its Lenders to realign its debt in line withthe cash flow projections post divestment of cement plants. As per the Debt RealignmentPlan (DRP) the total debt of the Company and JCCL (wholly owned subsidiary of theCompany) has been segregated into sustainable debt and unsustainable debt. Whilesustainable debt of JAL & JCCL is to be retained in the Company (i.e. in JAL) theunsustainable debt would be transferred to a new Real Estate Special Purpose Vehicle(SPV).

A Scheme of Arrangement (SOA) duly approved by the Board ofDirectors Stock Exchanges/SEBI shareholders secured and unsecured creditors of theCompany by approx 99% by value for demerger of Company's real estateundertaking viz. SDZ Real Estate Development Undertaking (SDZ-RE) comprisingidentified moveable and immoveable assets and liabilities (including estimated debt to thetune of Rs.11834 crore as on 1st July 2017 (i.e. the Appointed Date) for transferto and vesting with the wholly owned subsidiary of the Company namely JaypeeInfrastructure Development Limited (JIDL) as a going concern on a slump exchange basiswas filed with Hon'ble National Company Law Tribunal (NCLT)

Allahabad which is pending sanction. The long stop date of the SOAoriginally provided upto 31st May 2018 has been extended till 30th September 2020.

Interest accrued on apportioned debt to be transferred to SDZ-RE i.e.JIDL upon Order of NCLT Allahabad with appointed date of 1st July 2017 has been added tothe carrying cost of the Inventory/ Projects under Development in respect of SDZ-RE sincethe same has to be serviced from the assets/ development of assets of the said SDZ-RE.

The DRP was approved by the Independent Evaluation Committee (IEC) on19th June 2017. Lenders of JAL and JCCL have appreciated the steps taken by the Companyand approved the DRP under RBI guidelines with requisite majority (more than 90%)in the meeting of Joint Lenders Forum (JLF) held on 22nd June 2017.

The status as on 31st March 2020 of the debt considered under‘Realignment Plan as on 30th September 2016' is as under: (Rs. Crores)

Particulars JAL JCCL Total JAL & JCCL as on 30.09.16 Total JAL & JCCL as on 31.03.19 Total JAL & JCCL as on 31.03.20
Unsustainable Debt proposed to be transferred to a new Real Estate Special Purpose Vehicle (SPV) & Potential Debt Asset Swap 12930 660 13590 12477 12484
Balance Sustainable Debt (including FITL) to be retained in the Company (Residual JAL)** 5589 778 6367 5291 5152
Total 18519 1438 19957 17768 17636

Note: The above is net of Rs.10189 crore alreadytransferred to UltraTech Cement Limited on sale of 17.2 MTPA cement plants as referred toabove and excludes debt of Rs.1000 crore yet to be paid to Lenders throughredemption of Redeemable Preference Shares (RPS) Series-A issued by UTCL related to JPSuper Cement Plant in U.P. which shall be redeemed on compliance of certain conditionsprecedents to be completed by the Company.

Post approval of DRP by all the Lenders the Master RestructuringAgreement (MRA) dated 31st October 2017 was signed by all the Lenders on variousdates the last being 13th December 2017 for the sustainable debt approved under DRPcarrying interest @9.5% p.a. (linked with 1 year MCLR with annual reset) and repayableover a period of 7 years to 20 years including moratorium period depending on the natureof loan liability.

On sanction of the Scheme by NCLT the Order shall be filed with ROCand Scheme would become effective w.e.f. 1st July 2017 (the Appointed Date). NCLTis yet to sanction the said Scheme of Arrangement.

3.0 DIVIDEND

Keeping in view the cash flow stress the Board has decided not torecommend any dividend for the financial year 2019-20.

4.0 CHANGES IN SHARE CAPITAL

During the year under report there is no change in the Paid upShare Capital of the Company and the same stood at Rs. 4864913950 dividedinto 2432456975

Equity Shares of Rs 2/- each as at 31st March 2020. There is no changein the Authorised Share Capital also which is Rs.3500 crore as at 31stMarch 2020.

5.0 FOREIGN CURRENCY BONDS

As informed last year also the Company had after obtaining variousapprovals (including of Bondholders Shareholders Reserve Bank of India Singapore stockexchange BSE & NSE domestic lenders etc.) issued new Bonds (Series A and Series B)on 28th November 2017 by way of cashless exchange with (i) USD 38.640 million 5.75%Foreign Currency Convertible Bonds (FCCBs) Due 2021 (Series A

Bonds) and

(ii) USD 81.696 million 4.76% Amortising Non-Convertible ForeignCurrency Bonds Due 2020

(Series B Bonds).

Both Series A and Series B Bonds are listed on the Singapore StockExchange. The particulars about conversion outstanding amount coupon listing etc. ofthese Foreign Currency Bonds are detailed in para no. 34 of the CorporateGovernance Report forming part of 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 of the Company namely "Jaypee

Employee Stock Purchase Scheme 2009" for the ultimate benefitof the employees (including Directors) of the Company and its subsidiaries.

In terms of the Scheme the Company issued and allotted 1.25 CroresEquity Shares of Rs.2 each @ Rs. 60 per share (including premium of Rs. 58 per share)to the said Trust on 14th December 2009. The said Trust was also allotted

6250000 Equity Shares as Bonus Shares on its holding in terms ofthe Bonus Issue made by the Company on 19th December 2009.

Since inception the ‘Jaypee Group ESPS 2009 Trust' hasallocated/ transferred Equity Shares to the eligible employee under the scheme as under:

Particulars No. of Eligible Employees 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 2019-20 - - - -
Balance shares as on 31.03.2020 1232744 616373 1849117

During FY 2019-20 no further shares were allocated/ transferredby the Trust. Thus a balance of 1849117 Equity Shares (including bonus shares)are still lying with the Trust for transfer to the eligible employees in due course.

It is confirmed that:

(a) there is no employee who has been issued shares in any yearamounting to 5% or more shares issued during that year; and (b) there is no employee whois entitled to shares under the Scheme equal to or exceeding 1% of the issued capital ofthe Company.

7.0 OPERATIONS OF THE COMPANY 7.1 ENGINEERING & CONSTRUCTIONDIVISION 7.1.1 Works in Progress

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

Sl. Name of Work/Project under No. execution Location of Work/ Project Contract Price (Base Value) (Rs. in crores) Nature of Work/ Project Value of work completed (excluding escalation & extra items) As on 31.03.2020 (Rs. in crore)
Works pertaining to :
1. Turnkey execution of Srisailam Left Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project Telangana State 2018.56 (Revised) Irrigation Tunnels 1585.32
2. Construction of Diversion Tunnel Dam Intake and Desilting Arrangement including Hydro-mechanical Works and Highway Tunnel (Contract Package C-1) of Punatsanchhu – II Hydro-electric Project. Bhutan 1224(Original) 1515 (Revised) Hydro Power Generation (1020 MW) 1404.93
3. 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 Hydro Power Generation (1020 MW) 618.00
4. 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 Hydro Power Generation (720 MW) 596.99
5. Construction of Surge Shaft 2 nos. Pressure Shafts Bifurcation Pressure Shafts Cable cum Ventilation Tunnel Underground Power House & Transformer Caverns including Bus Duct Pothead Yard TRT Branch Tunnel & Outlet Portals for TRT (Contract Package- C-3) of Mangdechhu Hydroelectric Project; And Bhutan 316 Hydro Power Generation (720 MW) 315.40
Construction of part HRT and Adit-5 49 49 (work completed)
6. 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 293.52
7. 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 388.28
8. 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 (Revised 1708.29) (JAL's share - 51% of Contract Price) Irrigation Tunnels 230.45 (JAL's share)
9. New High Level Bridge in up-stream of existing Gora Bridge on river Narmada Gujarat Gujarat 142 Major Bridge 109.41
10. 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 136.48 (Work completed)
11. 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) of Arun- 3 Hydroelectric Project in Nepal. Nepal NPRs. 509.1901 crore plus INR 803.4669 crore (Equivalent INR 1121.71) Hydro Power Generation (900 MW) 146.43
12. Execution of Harsud Micro Lift Irrigation Scheme on Turnkey basis in Madhya Pradesh. (Work awarded to JAL - KDSPL JV with JAL as Lead Partner) Madhya Pradesh. 104 (JAL's Share – 75% of Contract Price) Micro Irrigation 70.58 (JAL's share)
13. Execution of Naigarhi Micro Irrigation Madhya 350 Micro Irrigation 85.62
Project (Part-I) on Turnkey basis in Madhya Pradesh Pradesh
14. Execution of Naigarhi Micro Irrigation Project (Part-II) on Turnkey basis in Madhya Pradesh Madhya Pradesh 327 Micro Irrigation 64.67
15. Execution of Ram Nagar Micro Irrigation Project on Turnkey basis in Madhya Pradesh Madhya Pradesh 306 Micro Irrigation 58.89
16. Execution of Civil and Hydro- mechanical Works (Lot-1) of Rahughat Hydroelectric Project in Nepal Nepal USD 3.5999 crore plus NPRs. 217.3368 crore (Equivalent INR 376.64) Hydro Power Generation (40 MW) 45.77
17. Construction of Civil Works for Barrage Intake Desilting tank HRT Surge Shaft Power House Tail Race Tunnel and adits etc. of Naitwar Mori Hydroelectric Project located in Distt. Uttarkashi in Uttrakhand Uttrakhand 370.87 Hydro Power Generation (60 MW) 136.60
18. Epoxy painting in Bridge Slab and Piers on concrete surface area from EL 104.00 m to 148.80m of Sardar Sarovar (Narmada) Project. Gujarat 3.55 3.09
19. Construction of Civil Works comprising of part Head Race Tunnels Adits Surge Shafts Pressure Shaft Valve House Underground Power House MIV Cavern Transformer Cavern Adits and Access Tunnels Tail Race Tunnels TRT Outlet Structure and Pothead Yard etc. of Pakal Dul Hydroelectric Project J & K (Work awarded to Afcons - JAL Joint Venture) Jammu & Kashmir 1051 (JAL's Share – 30% of Contract Price) Power Generation (1000 MW) 54.17
20. Construction of Diversion Tunnel (along with HM works) Concrete Face Rockfill Dam (CFRD) Surface & Tunnel Spillway Intake Structure Two nos. part Head Race Tunnel and Allied Structures Jammu & Kashmir 2853.01 Power Generation (1000 MW) 71.12
21. Construction of a Navigation channel for running boat service for transportation of tourists visiting Statue of Unity in the Narmada on the downstream of the Sardar Sarovar Dam and upstream of the Garudeshwar Weir approx. 6 Kms in length 60m width and 2.5m depth from the jetty near Shrestha Bharat Bhavan to the memorial and Visitor Centre near the Statute of Unity at Kevadia in Gujarat. Gujarat 72.48 107.92
22. Operation and Maintenance (O&M) of all Hydro Mechanical Electrical Equipments and Civil work of Sardar Sarovar Dam for Two (2) years Gujarat 18.39 Operation and Maint-enance 4.82

Projects being Executed by Jaiprakash Gayatri Joint Venture

Sl. Name of Work/Project under No. execution Location of Work/ Project Contract Price (Base Value) (Rs. in crores) Nature of Work/ Project Value of work completed (including escalation & extra items) As on 31.03.2020 (Rs. in crore)
1. Polavaram Project Right Main Canal Package No.– PPRMC 4 Andhra Pradesh 301.30 (JAL's Share – 51%) Irrigation Canal 351.15
2. Veligonda Feeder and Teegaleru Canal Project- (Package-2) Andhra Pradesh 392.58 (Revised) (JAL's Share – 51%) Irrigation Canal 330.94
3. GNSS Main Canal from km. 119.000 to km 141.350 including Construction of CM & CD works Andhra Pradesh 112 (JAL's Share – 51%) Irrigation Canal --

The progress of on-going works is satisfactory.

7.1.2 The Company has been awarded or found lowest bidder for thefollowing Works:

(i) Repair of Spillway Glacis and Stilling Basin of KurichhuHydropower Plant Bhutan. The contract has been awarded at a contract price ofNu./Rs. 27 crore.

(ii) Construction of Balance Civil Works Package: Lot-I forBarrage Desilting Basins SFT Intake Structure Part of HRT-I & HRT-II and otherassociated Structures etc. of Teesta-Vl H.E. Project Sikkim. The contract has beenawarded at a contract price of Rs. 1710 crore.

(iii) Civil Works comprising Diversion Tunnel Coffer DamConcrete Gravity Dam Intake Structure Diversion Tunnel Gates & Hoists DesiltingChambers Head Race Tunnels(up to RD 1780 M ) etc. (LOT-1) of Teesta-IV HE Project Sikkim.JAL is the Lowest Bidder and quoted value of work is Rs. 1794.99 crore. (iv) CivilWorks comprising Head Race Tunnels (from RD 1780 onwards) Adit 2 Surge ShaftsPressure Shafts Underground Power House Transformer Hall Tail Race Tunnels and PotheadYard etc. (LOT-2) of Teesta-IV HE Project Sikkim. JAL is the Lowest Bidder andquoted value of work is Rs. 1058.29 crore.

7.1.3 Bids under evaluation

The following Bids submitted by the Company are under evaluation as onthe date of this report: (ii) Construction of River Diversion Works Dam IntakeDesilting Arrangement and HRT from RD

0.00 m to RD 2303.00 m including Construction of Adit-I for 600 MWKholongchhu Hydro-electric Project (KC-1) located in Trashiyangtse Bhutan.

(iii) Construction of Head Race Tunnel from RD 14091.07 m to RD15762.80 m including

Construction Adit VI Surge Shaft Butterfly

Valve Chamber Pressure Shafts Power House Complex and Tail RaceTunnel (KC-3) for 600 MW Kholongchhu Hydro - electric Project located in

Trashiyangtse Bhutan. 7.1.4 Bids under preparation

The Bids for the following works are under preparation: (i) Constructionof Civil Works for Head Race Tunnel including Intake Pressure Shafts PenstocksPower House & Transformer Cavern Tail Race Tunnel Pothead Yard Adits (LOT-4) for Dibang

Multi-purpose Project Arunachal Pradesh.

(ii) EPC Contract package for Design and Engineering ServicesCivil and Hydro-mechanical Works of 210

MW Luhri Hydro-electric Project Stage-I located in DistrictShimla and Kullu in Himachal Pradesh.

(iii) EPC contract for Civil & HM components of New

Ganderbal Hydro-electric Project capacity 93 MW (3 x 31 MW) locatedin Ganderbal District

Jammu & Kashmir.

(iv) Construction of Bhadbhut Barrage 90 nos. Vertical LiftGates of size 15.50m x 10.50m Fish Pass Navigation Lock Bridges and Approach Road acrossriver Narmada near village Bhadbhut of Bharuch District (Phase-I) in Gujarat.

7.2 CEMENT DIVISION

7.2.1 Capacity

The capacity of Cement and Captive Power Plant in the Cement Divisionof the Company and group companies as on 31st March 2020/ at present is as under:

JAIPRAKASH ASSOCIATES LIMITED:

PLANT OPERATING CEMENT CAPACITY MTPA CAPTIVE THERMAL POWER MW
CENTRAL ZONE
(Jaypee Rewa Plant Jaypee 2.55 62
Cement Blending Unit)
UP ZONE
Chunar Cement Factory 2.50 37
Churk Grinding Unit 1.00 180
TOTAL 6.05 279

SUBSIDIARIES & ASSOCIATE COMPANIES:

PLANT OPERATING CEMENT CAPACITY MTPA CAPTIVE THERMAL POWER MW
Jaypee Cement Corporation 1.20 60
Limited (Subsidiary) – South Zone- Jaypee Shahbad Cement Plant
Bhilai Jaypee Cement Limited (Subsidiary) Plants in Satna & Bhilai 2.20 -
Jaiprakash Power Ventures Limited (Associate) - Jaypee Nigrie Cement Grinding Unit 2.00 -
TOTAL (Subsidiaries & Associates at present) 5.40 60
GRAND TOTAL AT PRESENT (JAL JCCL BJCL & JPVL) 11.45 339

Thus the Group (including JPVL) at present has an installed cementcapacity of 11.45 MTPA and 339 MW of Captive power. The implementation ofexpansion of Jaypee Shahbad Cement Plant by 1.20 Million Tonnes has been kept in abeyance.

7.2.2 Operations

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

PARTICULARS 2019-20 2018-19
Cement Production (MT) 3413342 4458143
Clinker Production (MT) 1607171 2103355
Cement and Clinker Sale (MT) 3526269 4885635
(including Self-Consumption)

7.2.3. Operational Performance (JAL)

During the financial year 2019-20 Productivity

Indices of the operating units of the Company (JAL) were as under:

S. Indices No. Lime stone Crushing (MT) Raw meal Grinding (MT) Clinker Production (MT) Cement Grinding (MT) Cement Despatch including clinker sale (MT)
1. Jaypee Rewa Plant Rewa (MP) 2316621 2404885 1607171 1489592 1651190
2. Jaypee Cement Blending Unit Sadva Khurd (UP)* 78869 79322
3. Chunar Cement Grinding Unit Chunar (UP) 1619178 1608166
4. Jaypee Churk Grinding Unit 225703 224556
TOTAL 2316621 2404885 1607171 3413342 3563235

*Production and Despatch figures for JCBU (Blending unit at Sadva . Khurd)at S No 2 areincremental

7.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Starcategory the finest Championship Golf Course and Integrated Sports Complexstrategically located for discerning business and leisure travellers. Jaypee VasantContinental with 119 rooms and Jaypee

Siddharth with 102 rooms are in New Delhi. Jaypee

Palace Hotel and Convention Centre is the largest property locatedat Agra with an inventory of 341 rooms with luxurious Presidential Suites and JaypeeResidency Manor with Valley View Tower at Mussoorie has 135 rooms. Jaypee GreensGolf & Spa Resort Greater Noida is a prestigious & Luxury Resort with 170state of art rooms overlooking the Championship 18 hole Greg Norman Golf Course.

Jaypee Residency Manor Mussoorie was awarded with Himalayan TourismAward 2019 for "Excellence in Environmental Sustainability-Hotel" by PHDChambers. Jaypee Greens Golf Course was awarded with Hall of fame for Best TourismFriendly Golf Course 2019 by Ministry of Tourism. Jaypee Greens Golf and Spa Resorts wonMake My Trip Readers Choice Awards for Best Luxury Hotel in Delhi/ NCR in 2019.

Jaypee Greens Golf & Spa Resort Greater Noida was conferred withtwo SATTE Awards 2018 i.e. ‘Excellence in Customer Service-Hospitality-LuxuryHotel' and ‘Excellence in Environmental Sustainability-Hotel'. ‘Travel& Lesiure' also conferred award as Best Luxury Resort–Domestic 2018 toJaypee Greens Golf & Spa Resort. The Sunday Guardian and News X also conferred awardon Jaypee Greens Golf & Spa Resort as ‘Best Resort in Delhi NCR 2018-19'.

Jaypee Greens Golf Course facilitated prominent and prestigious golfevents at its Championship 18 hole Greg Norman Golf Course. Jaypee Greens Golf Course wasalso conferred Best Golf Course Award in 2017 by India Golf Awards. "Atlantic-TheClub" an integrated sports complex Greater Noida (U.P.) offers world classfacilities for International and National sporting events & tournaments with rooms& conference halls. It has also emerged as Sports Academy Destination. National BasketBall Association (NBA) New York U.S.A. has joined hands with the Company for Basket Ballresidential elite academy. It is also providing basketball coaching and education atJaypee Public School (JPS) Noida to prepare the basketball players for the Indian Team.Atlantic-The Club also has academy for cricket football & soccer. Indian GreenBuilding Council has conferred LEED certificate in "Gold Category" to theJaypee Residency Manor Mussoorie; "Platinum Category" to Jaypee VasantContinental New Delhi; while Jaypee Palace Hotel & Convention Centre Agra has beenpresented with the "Gold Category" for energy & environmental designof the building.

The Company's Hotels at New Delhi Agra and Mussoorie have beenaccredited with ISO 9001 for Quality Management System (QMS) ISO 14001 for EnvironmentManagement System (EMS) ISO 22000 for Food Safety Management System (FSMS) and HazardAnalysis and Critical Control Point (HACCP).

Tourism is a major engine of economic growth and an important source offoreign exchange earnings. During 2019 foreign tourist arrival increased 3.1%year-on-year to 10.89 million in the same period. The Foreign Exchange Earnings (FEE) fromtourism in 2019 increased 6.8% year-on-year to US $ 28.9 billion.

The Indian hospitality industry is undoubtedly one of the biggestcasualties of the Covid-19 outbreak as demand has declined to an all-time low. Globaltravel advisories suspension of Visas imposition of Section-144 (prohibition againstmass gatherings) India like most other countries was on a lock down in end of FY 2019-20the ramifications of which are unprecedented.

The Indian hotels sector sailed smoothly into January 2020 after arecord year in 2019 with 2020 set to be

"even bigger". The country first started feeling the rippleeffects of the global Covid-19 turmoil towards the end of February 2020 which worsened inthe beginning of March. Occupancy across hotels in key cities declined rapidly and as perour estimates has declined by a staggering 45 percentage points compared to previous year.Such a steep decline in such a short period of time has never been witnessed by thesector.

The future outlook is not very encouraging due to outbreak of coronavirus globally. It has adversely affected the last quarter of the financial year and alsoaffects the 1st & 2nd quarter of the ensuing financial year 2020-21. The tourismindustry looks for a financial package from the Govt. of

India to survive.

The silver lining to such devastation is that it has brought multiplerepresentative bodies from Travel Tourism and Hotels to collectively make representationsto the

Government and the Prime Minister's Office. As we go to print inall likelihood the Government should announce measures to revive and support thedistressed sectors with specific focus to the hospitality sector among others.

7.4 REAL ESTATE DIVISION

Jaypee Greens the real estate brand of the Jaypee Group has beencreating lifestyle experiences from building premium golf-centric residences to largeformat townships since its inception in the year 2000. Amidst a dismal real estateenvironment the Jaypee Group (i.e. Company and Jaypee Infratech Limited) has focused onensuring a faster pace of delivery in its various residential projects and has completedfor possession nearly 1614 Apartments and Commercial Shops across its different townshipsin the year 2019-20 and total of 20661 Units have been offered possession till 31st March2020.

Jaypee Greens Greater Noida

Jaypee Greens Greater Noida spread across 452 acres is themaiden golf centric residential development and integrates Luxury villas and apartmentswith an 18 Hole Greg Norman Signature golf course 9 Hole chip & putt golf courselandscaped parks and lakes along with an integrated sports complex 60 acre nature parkand a 5 star Spa resort in collaboration with Six Senses Spa of Thailand.

Possession has been offered for over 1775 units till 31st March2020 across all the projects in this township. Jaypee Greens Greater Noida is appreciatedby its residents and the industry as one of the finest golf centric township in India.

Jaypee Greens Wish Town Noida - An Integrated Township.

Jaypee Greens Noida - being developed by the Jaypee Group is the benchmark project in the region of Noida.

Spread over a sprawling 1063 acres Integrated Township developedby Jaiprakash Associates Limited encompassing projects of both Jaiprakash AssociatesLimited & Jaypee Infratech Limited offering a wide range of residential optionsranging from independent homes to high-rise apartments and penthouses along with host ofoperational amenities such as the 18+9 hole Graham Cooke designed golf facility the 500bed super specialty Jaypee Hospital educational facilities including Jaypee Public Schooland Jaypee Institute of Information Technology. The entire township is dotted withlandscaped parks recreational facilities entertainment hubs and commercial centers.

Jaypee Greens Wish Town Noida Jaiprakash Associates Limited (JAL)

In Jaypee Greens Wish Town Noida JAL has offered

2833 apartments and Commercial Shops have been completed (till31st March 2020). in projects - Pavilion Court & Heights Kalypso Court and ImperialCourt. Out of these nearly 40 apartments & commercial shops were completed in the year2019-2020 thereby enhancing the facilities for the residents.

In addition till date JAL has offered possession of 379 independentunits of Town-homes Kingswood Oriental and residential plots across multiple projectsof JAL. A large number of plot buyers have also commenced construction of their homes. JaypeeGreens Wish Town Noida & Aman Jaypee Infratech Limited (JIL) Project

In Jaypee Greens Wish Town Noida JIL projects have been developed andconstructed by Jaiprakash Associates Limited wherein JIL has handed over possession of 11254apartments and commercial shops till 31st March 2020 in projects - Klassic KosmosAman and Kensington Park Apartments. Out of these nearly 1574 residentialapartments & commercial shops in Klassic Arcade were completed in the year 2019-2020thereby enhancing the facilities for the residents.

In addition to the above 1565 independent units of KingwoodOriental Kensignton Park Plots – I & II and other residential plots have alsobeen offered for possession and a large number of plot buyers have commenced constructionof their homes.

Jaypee Greens Sports City

Jaypee Greens Sports City located adjacent to the Yamuna

Expressway is home to India's first International Motor racingtrack a long green boulevard and much more. This Sports City had hosted India'sfirst F1 race in October 2011 followed by two more races in 2012 and 2013.

The development of Sports City inter-alia comprises of various thematicdistricts offering residential sports commercial and institutional facilities. Thecommercial zone will offer well defined areas for elaborate financial and civic centersalong with residential districts which will have a vast range of products includingvillas town homes and residential plots and mid to high rise apartment blocks to suitthe requirements of all.

Jaypee Greens Sports City Jaypee International Sports (JIS)

JIS a subsidiary of Jaiprakash Associates Limited hasoffered possession of 2433 residential plots in Country Home-I & II Krowns andGreencrest Homes till 31st March 2020.

Jaypee Greens Sports City Mirzapur (Jaypee Infratech Limited)

Mirzapur Land of JIL has been developed by Jaiprakash AssociatesLimited wherein 422 residential plots in Yamuna Vihar have been offered forpossession till 31st March 2020 by Jaypee Infratech Limited.

Backed by a strong team of Architects Engineers and Sales andMarketing professionals the Company is committed to delivering all of its projects in thecoming years.

7.5 SPORTS DIVISION

Jaypee International Sports (JIS) (incorporated on 20th October2007 and amalgamated into the Company JAL on 16th October 2015) was allotted around 1100Ha. of land for development of Special Development Zone (SDZ) with sports as a coreactivity by Yamuna Expressway Industrial Development Authority (YEIDA). This area isinclusive of 100 Ha of land to be used for

Abadi Development. The core activities are sports inter-alia Motor RaceTrack suitable for Holding Formula One race and setting up a Cricket stadium ofInternational Standard to accommodate above 100000 spectators and others.

The Motor Race Track known as Buddh International Circuit (BIC) wascompleted well in time and JSIL successfully hosted the three Indian Grand Prix held inOctober 2011 October 2012 & October 2013. The success of the event wasacknowledged by winning of many awards and accolades. Buddh International Circuit (BIC) isbeing patronized as one stop destination for promotional events by automobilemanufacturers exhibitions shooting of movies concerts product launches and otherpromotional entertainment activities.

M/s. ALA Architects have designed the first phase cricket stadium whichis likely to be completed soon. Meanwhile friendly matches are being conducted from timeto time to check the quality of the pitch. Some corporate T20 matches are also beingplayed since 2015. The development of non-core area planned for group housing plotsflats etc. and other social activities is in process.

The development of non-core area planned for group housing plotsflats etc. and other social activities is in process.

8.0 OTHER INITIATIVES

8.1 DEVELOPMENT OF COAL BLOCKS IN MADHYA

PRADESH

Three separate joint-venture companies were set-up for threeCoal Blocks which had been allocated to Madhya Pradesh State Mining Corporation Ltd.(MPSMCL) with an identical shareholding ratio of 51:49 between MPSMCL and JAL asunder:

S. Coal Block No. Joint-Venture Company Stake of JAL
1. Amelia (North) Madhya Pradesh Jaypee Minerals Limited 49%
2. Dongri Tal-II MP Jaypee Coal Limited 49%
3. Mandla (South) MP Jaypee Coal Fields Limited 49%

Coal mined from Amelia (North) and Dongri Tal-II Mines was for supplyto the 2 x 660 MW Super Critical Thermal Power Plant at Nigrie (M.P.) set up byJaiprakash Power Ventures Limited (JPVL) a subsidiary of JAL (now an Associate Companyw.e.f. 18.02.2017). Mandla (North) Coal Block owned by JAL was for captive use ofCoal for Cement Plants and CPPs.

After developing Amelia (North) Coal Block the JVC viz Madhya PradeshJaypee Minerals Limited (MPJML) had started supply of Coal to Jaypee Nigrie Super ThermalPower Plant (JNSTPP). The remaining three Coal Blocks had also achieved substantialprogress in developing the mines and obtaining clearances/ approvals.

Consequent to Supreme Court verdict dated 24.09.2014 allocationof 204 coal blocks including Amelia (North) Dongrital-II & Mandla South allotted toMPSMCL and Mandla North to JAL were cancelled.

Ministry of Coal decided to reallocate the cancelled coal blocksthrough e-auction/allocation.

Amelia (North) and Mandla North coal blocks which were categorizedas schedule-II (Mines producing coal or about to produce) were put for e-auction in firsttranche wherein

JPVL and JAL were declared successful for above blocksrespectively. Subsequently JCCL also won Mandla South and Majra coal mines in theauction held for coal blocks in Schedule-III and tranche-III respectively.

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

Type of Mine Name of Mine Status
Open Cast (O/C) 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 from prior allottee to JPVL. Like previous years JPVL has achieved peak rated capacity of 2.8 MT during the year 19-20 for supply of coal to Nigrie thermal power plant.
Under Ground (U/G) Mandla North of JAL Mining activities in Mandla North coal mine were started in April 2015 and the drivage of 714 m and 716 m out of total length of 903 m of each incline has been achieved.
Arising out of process sale of a few End Use Plants to M/s UltraTech Cement Limited Nominated Authority was requested to include Churk Captive Power Plant in the list of End Use Plants in the vesting order issued for Mandla North Coal Mine. The request was denied and Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 12.03.2018 and 21.03.2018.
A writ Petition No. 11368 has been filed in Allahabad High Court on 27.03.2018 with prayer for quashing the impugned letter and provide relief. The Hon'ble High Court of Allahabad saw merit in the case brought out by JAL and directed that no coercive action be taken against the petitioner in pursuance of Termination Letter issued by Nominated Authority. The court proceedings are under way and judgment is awaited.
Under Ground (U/G) Mandla South of JCCL Mining activities in Mandla South coal mine were started on 16th September 2015.
Arising out of process sale of all End Use Plants to M/s UltraTech Cement Limited Nominated Authority was requested to allocate this block to companies in need of coal for better and optimum utilization of national resources. This was not accepted and accordingly the operations in the mine were discontinued since 10.05.2016.
Subsequently Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 06.03.2018.
A writ Petition No. 11310 has been filed in Allahabad High Court on 19.03.2018 with prayer for quashing the Impugned letter and provide relief. The Hon'ble High Court of Allahabad saw merit in the case brought out by JCCL and directed that no coercive action be taken against the petitioner in pursuance of Termination Letter issued by Nominated Authority. The court proceedings are under way and judgment is awaited.
Open Cast and Under Ground (O/C and U/G) Majra of JCCL Arising out of process 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.
Though JCCL was following up for the transfer of various permissions and approvals from the prior allottee of coal mine to JCCL Nominated authority has issued termination of the block.
A writ Petition No. 26680 has been filedin Allahabad High Court on 04.08.2018 with prayer for quashing the Impugned letter and provide relief.
The Hon'ble High Court of Allahabad ordered that the case was disposed of and all contentions of the parties on merits are kept open. A dispute has been raised in the court of Special Tribunal at Nagpur on 17.10.2018 Constituted under CBA Act 1957. The tribunal proceedings are under way and judgment is awaited.

8.2 REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL

SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating satisfactorily. Daily garbage of the city ofChandigarh is being used as per the agreement. The plant is serving the twin purpose ofkeeping the city clean and to conserve the energy resources in the form of producing fuelcalled as

Refuse Derived Fuel (RDF). RDF (in fluff form) the final product ofthe plant is being disposed off commercially as a good substitute of conventional fuel inthe industries and Power plants located around Chandigarh.

8.3 OTHER DIVERSIFICATION INITIATIVES THROUGH

AFFILIATES

Company's other diversification initiatives include setting-up ofpit-head based Thermal Power Station Fertilizer business Aviation and Healthcare whichare being implemented through different subsidiaries/ associates of the Company.Details of the initiatives implemented through subsidiaries/ associates are furnishedunder the heading ‘Subsidiaries Associates & Joint Ventures' below.

8.4 COMPANY'S EFFORTS DURING COVID-19 PANDEMIC

The entire world has been shaken due to WHO's declaredinternational pandemic COVID-19 and India had been no exception to it. The Company is wellaware of socio-economic dangers besides threatening to the mankind always posed by thispandemic and therefore took every step to combat the same. The guidelines with respect tolockdown declared by Central Government or the State Governments were complied with. TheCompany has always been at forefront to protect its employees as well as all concernedstakeholders.

In the light of above pandemic the Company took various precautionarymeasures to safeguard the interest of the employees and workmen as well as their families.As a step in that direction and taking into account the directives of both the Central andState Governments the Company suspended activities/ work at all its offices in theNational Capital Region

(NCR) and operations of its cement plants production and dispatches ofcement were stopped altogether. Further the construction work at various engineering andconstruction sites across the country as well as real estate sites were also temporarilysuspended. MSW Plant being essential service for public health continued its operations.The hotels of the Company including it restaurants were also temporarily closed incompliance with government directives. Most of the office work and necessary bankingoperations including disbursement of salaries & wages other payments were carried outby staff from their homes.

During the Lockdown [which started from third week of March 2020 and ason the date of this report i.e. 27th May 2020 would continue at least till 31st May 2020]due to the Corona virus pandemic Jaypee Group has taken several steps of takingresponsibility of workers and their families in order to discharge their socialobligations and prevent migration of daily wagers. The impact of COVID-19 and lockdown isbeing given in the Management Discussion & Analysis Report. In the wake of theCOVID-19 pandemic the Company/ Jaypee Group made its humble contribution to the Nationduring the War against Covid-19: i. Jaypee Group donated an amount of Rs. 4.27 crore asGroup's contribution to combat the threat posed by COVID-19 through various channels.On the clarion call of Hon'ble Prime Minister Shri Narendra Modi the Group has comeforward and contributed Rs. 3 crore in PM CARES Fund Rs. 50 lacs in Uttar Pradesh CM CAREFund Rs. 51 lacs in Madhya Pradesh CM CARE Fund Rs. 21 lacs in Uttrakhand CM CARE fundand Rs.5 lacs to Municipal Corporation Chandigarh. ii. Jaypee Group also contributedtowards Medical Facilities. Jaypee Healthcare Limited has committed itself to extendsupport to the noble cause of fight against COVID-19. On behalf of our revered FounderChairman Shri Jaiprakash Gaur ji Jaypee Healthcare Limited handed over the Group'sHospitals at Chitta Bulandshahr and Anoopshahr to the District Magistrate for thewelfare of Covid -19 patients. The 48 bed Jaypee Hospital at Chitta with all the existinginfrastructure and facilities was dedicated in treating Covid- 19 patients and 35 bedJaypee Hospital Anoopshahr along with the boys hostel adjacent to the hospital functionedas isolation units. These facilities would remain with the District Magistrate till theend of this Pandemic. Jaypee Hospital at Noida has also earmarked 20 beds isolation wardto treat Covid-19 patients. There is a separate team of doctors and support staff to caterto these patients. iii. With an aim to help the Government and administration in this timeof crisis Jaypee's Buddha International Circuit and Jaypee Atlantis Club have alsobeen converted into shelter homes for needy persons. Apart from providing space on behalfof the Company other necessary help and co-operation is also being provided. iv.Voluntary contributions have been made by the Executive Chairman Executive Vice Chairmanother executives and staff members of Jaypee Group which would enable Jaypee Hospital tostock medicines and all related articles to use them to combat Covid-19. v. Jaypee Grouphas been distributing food packets and dry ration kits to workers around its variousproject locations. During the lockdown due to the Corona virus pandemic Jaypee Group hastaken the responsibility of over 1000 workers and their families in order to dischargetheir social obligations and prevent migration of daily wagers. Everyday food packets arebeing provided to:

Needy people at Rewa Karhiya Mandi Itaura Bypass & Chakghat atSadwa(Prayagraj) at Chunar( Varanasi) at Anoopshahr and at Panki Kanpur.

Besides this ration kits are being distributed by the Company to morethan 2000 Workers working on the Company's projects in Noida Greater Noida andresiding in the labour camps at Wish Town Noida at Jaypee Greens Greater Noida at Amanat Nagli Labour Camp and at Kanpur. Ration kits include rice flour lentils oil andother essential items. vi. Further the Company has been instrumental in helping &supporting the last-mile workers in the vicinity of various project locations of the Groupby providing them and their families with the essential items during these dire times.The Company & the Jaypee Group wishes to express its utmost sincerity in standing forthe welfare of mankind at this time of unprecedented global crisis. While humanity atlarge is combating the onslaught of fatal COVID-19 we at Jaypee Group stand strong anddevoted to serve the Humanity. Citing the reference of the Founder Chairman ShriJaiprakash Gaur ji the Company states that "In line with his vision ofcontributing to the society this humble offering from the Jaypee Group will empower theCountry States and

Society to fight the deadly COVID-19. We also pray that every componentof the society comes forward to actualize the clarion call of our Hon'ble PrimeMinister Shri Narendra Modi ji for Sankalp aur Sanyam".

9.0 SUBSIDIARIES ASSOCIATES & JOINT VENTURES

As on 31st March 2020 in terms of the provisions of CompaniesAct 2013 your Company had following subsidiaries which are engaged in differentbusiness activities:

1. Bhilai Jaypee Cement Limited

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited

4. Jaypee Assam Cement Limited

5. Jaypee Ganga Infrastructure Corporation Limited

6. Himalyan Expressway Limited

7. Jaypee Agra Vikas Limited

8. Jaypee Infrastructure Development Limited

9. Jaypee Cement Hockey (India) Limited 10. Jaypee Fertilizers &Industries Limited 11. Jaypee Uttar Bharat Vikas Private Limited 12. Kanpur Fertilizers& Chemicals Limited 13. Himalyaputra Aviation Limited 14. Jaiprakash Agri IntiativesCompany Limited 15. Yamuna Expressway Tolling Limited 16. Jaypee Infratech Limited 17.Jaypee Healthcare Limited The following subsidiaries are subject to Order dated 3rd March2020 of Hon'ble NCLT (Principal Bench) New Delhi viz. (1) Jaypee Infratech Limited(JIL) and (2) Jaypee Healthcare Limited (Wholly owned subsidiary of JIL).

Note: Hon'ble NCLT (Principal Bench) New Delhi in terms ofits Order dated 3rd March 2020 has approved the Resolution Plan (RP) (with certainmodifications)

Jaypee Infratech Limited (JIL). JIL has been under the IRP since 9thAugust 2017 and an Interim Monitoring Committee (IMC) has been constitution since 22ndApril 2020 and the Order dated 3rd March 2020 of NCLT has been assailed by various partiesincluding the successful Resolution Applicant. As on date the Company is holding 60.98%of the share capital of Jaypee Infratech Limited (JIL) while JIL holds 100% share capitalof JHCL. Post appeal procedure of Resolution Plan if the Resolution Plan is fullyimplemented the Company/JAL (being promoter) would cease to hold any shares of JaypeeInfratech Limited and Jaypee Healthcare Limited (wholly owned subsidiary of JIL) wouldalso cease to be a step down subsidiary of JAL.

ASSOCIATES & JOINT VENTURES AS ON 31ST

MARCH 2020

As on 31st March 2020 the Company (JAL) has following AssociateCompanies [as per Section 2(6) of Companies Act 2013 i.e. in which it holds 20% or moreof total share capital] and Joint Ventures:

1. JaiprakashPowerVenturesLimited(Shareholding of JAL reduced from29.74% to 26.06% in January 2020 pursuant to Debt restructuring by JPVL)

2. Madhya Pradesh Jaypee Minerals Limited (49.00%)

3. MP Jaypee Coal Limited (49.00%)

4. MP Jaypee Coal Fields Limited (49.00%)

5. RPJ Minerals Pvt. Limited and (43.83%)

6. Sonebhadra Minerals Pvt. Limited. (48.76%) Jaiprakash PowerVentures Limited (JPVL) was a subsidiary of JAL however w.e.f. 18.02.2017 itbecame an Associate Company. Thus the following subsidiaries of JPVL also ceased to besubsidiaries of JAL w.e.f. 18.02.2017 and became Associate Companies:

1. Jaypee Arunachal Power Limited

2. Jaypee Powergrid Limited

3. Sangam Power Generation Company Limited

4. Jaypee Meghalaya Power Limited

5. Bina Power Supply Limited

Note: Prayagraj Power Generation Company Ltd. (PPGCL) wasSubsidiary of JPVL from 23.07.2009 to 17.12.2017 only. On 18.12.2017 the Lenders ofPPGCL through their trustee SBI Cap Trustee Company Limited had invoked the pledge on2619189200 equity shares (i.e. 88.51% Equity share capital) & 27 crore optionallyconvertible preference shares of PPGCL which were held by JPVL. The said shares weretransferred in favour of the trustee on 18.12.2017. Thus PPGCL is no more a subsidiary ofJPVL w.e.f. 18.12.2017.W.e.f. 04.12.2019 the management control of PPGCL has been givento Renascent Power Ventures Private Limited Mumbai and all existing Directors of PPGCLhad resigned. This was pursuant to the Share Purchase Agreement (SPA) signed by Lenders ofPPGCL on 14.11.2018 with Resurgent Power Ventures Pte. Limited Singapore (as theInvestor) and Renascent Power Ventures Private Limited Mumbai (as the Purchaser) to sellto the Purchaser the Shares of PPGCL. JAL however continues to hold 11.49% Equity Sharesof PPGCL.

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

Annexure-2.

10.0 CONSOLIDATED FINANCIAL STATEMENTS The statement (inprescribed form AOC-1) as required under Section 129 of the Companies Act 2013 inrespect of the Subsidiaries and Associate companies of the Company is annexed andforms an integral part of this Report.

The consolidated financial statements of the

Company & its subsidiary/ associate companies as mentioned inform AOC-1 for the year ended 31st March 2020 prepared in accordance withAccounting Standard (IND AS-110) "Consolidated Financial Statements" prescribedby the Institute of Chartered Accountants of India form part of the Annual Report andFinancial Statements. The Financial Statements of the subsidiary/associate companies andthe related detailed information (as per Section 129 of the Companies Act 2013) will bemade available to the shareholders of the Company and subsidiary/associate companiesseeking such information. The financial statements of the subsidiary/ associate companieswill also be kept for inspection by any shareholder at Company's Corporate Office/Registered Office and also that of the subsidiaries.

Further the Company shall furnish a hardcopy of financial statementsof subsidiary/associate companies to any shareholder on demand. The Company has alsouploaded the Financial Statements of subsidiary companies on its website i.e.www.jalindia.com.

The Directors are of the opinion that the subsidiaries and JointVentures/ Associate companies of your

Company have promising future except as specifically mentioned in thisReport & its annexures.

11.0 OUTLOOK

Post divestment of part of cement business and other assets todeleverage the balance sheet of the Company the management is putting its best efforts toenhance its presence in its core business i.e. Engineering & Construction activities.The Company has at present a strong order book of E&C Contracts. The performanceduring the year is considered satisfactory. However the future prospects of the Companysecuring more construction contracts post COVID-19 appears to be bright and the businessof its subsidiaries are bright. The Company is committed to reduce the debt and enhancethe shareholders' value.

12.0 DIRECTORATE

12.1 Cessation of Directorships:

(i) Shri C.P. Jain (Independent Director) w.e.f. 9th July 2019 ShriC.P. Jain (DIN 00011964) resigned as Independent Director w.e.f. 9th July 2019 mentioningthat due to his age he had now decided to slow down and step down from almost all theBoard of Directors where he was an Independent Director. He was appointed by Shareholdersas an Independent Director for five years from

September 2017 till 26th September 2022. The Board places on record itsappreciation for the valuable contribution of Shri Jain during his tenure on the Board ofthe Company.

(ii) Shri S.C. Rathi LIC Nominee w.e.f. 30th August 2019 Shri S.C.Rathi LIC Nominee (DIN 02976025) ceased to be a Director pursuant his resignation w.e.f.30th August 2019 due to his personal reasons. The Board places on record itsappreciation for the valuable contribution of Shri Rathi during his tenure on the Board ofthe Company.

12.2 The composition of the Board

The composition of the Board is in compliance of the requirements ofthe Companies Act 2013 and the SEBI (LODR) Regulations.

12.3 Present tenure of Directors

The term of Independent Directors of the Company is as under:

S. Names of No. Independent DIN Tenure
Directors From to
1. Shri R.N. Bhardwaj 01571764 27.09.2017 26.09.2022
2. Ms. Homai A. 00365880 27.09.2017 26.09.2022
Daruwalla
3. Shri K.N. Bhandari 00191219 27.09.2017 26.09.2022
4. Shri S.C.K. Patne 00616104 27.09.2017 26.09.2022
5. Shri K.P. Rau 02327446 27.09.2017 26.09.2022
6. Shri T.R. Kakkar 01425589 12.11.2017 11.11.2022

Note: The above were re-appointed for 5 years each in 20th AGM held on23.09.2017.

The term of five Executive Directors of the Company is as

S. Names of No. Executive Directors Designation DIN Tenure
1. Shri Manoj Gaur Executive Chairman & CEO 00008480 01.04.2019 to 31.03.2022
2. Shri Sunil Kumar Sharma Executive Vice- Chairman 00008125 18.03.2019 to 17.03.2022
3. Shri Sunny Gaur Managing Director (Cement) 00008293 31.12.2019 to 30.12.2022
4. Shri Pankaj Gaur Jt. Managing Director (Construction) 00008419 01.07.2019 to 30.06.2022
5. Shri Ranvijay Singh Whole-time Director 00020876 14.12.2017 to 13.12.2020

Non-Executive Non-Independent Director: There is no tenure for ShriJaiprakash Gaur ji (DIN 00008085) Director & Founder Chairman as he is liable toretire by rotation.

12.5 Retirementby rotation:

Shri Pankaj Gaur Director would retire by rotation at theforthcoming Annual General Meeting of the Company. The proposal for approval for hisre-appointment has been included in the Notice of the Annual General Meeting.

12.6 Whole-time Key Managerial Personnel:

The details about the Wholetime Key Managerial Personnel are given inPara No. 22 of the Corporate Governance Report enclosed herewith.

12.7 Re-appointment of Shri Ranvijay Singh Whole-time Director

Accepting the recommendations of the Nomination and RemunerationCommittee the Board has approved on 27th May 2020 the re-appointment of Shri RanvijaySingh as a Whole-time Director of the Company for a period of three years w.e.f. 14thDecember 2020 at his existing terms of remuneration. The said appointment is subject toapproval of the Lenders and Shareholders. The proposal for reappointment has been includedin the Notice of the Annual General Meeting.

12.8 Voluntary cut in remuneration by Whole-time Directors and SeniorManagement Personnel of the Company.

In view of COVID-19 outbreak in India which has exacted in huge tollon the societal economic and industrial health of the nation Jaypee Group contributed tothe nation in many ways in the war against life threatening disease. Amongst the steps toconserve the financial resources of the Company the

Whole-time Directors and Senior Management Personnel of the Companyhave voluntarily taken cut in their remuneration ranging from 30% to 53% in theirrespective approved salary compensation packages for the financial year 2020-21. Otherstaff have taken gradual voluntary cut in their respective remuneration.

13.0 DEPOSITS

Your Company enjoyed respectable track record of under: compliance ofPublic Deposit rules prescribed by Government of India from time to time. As on 1stApril 2014 the Company had outstanding fixed deposits and interest payable thereonaggregating Rs.2722.53 Crores which have since been repaid except for minoramount which will also be repaid in due course. An outstanding amount of about Rs. 14Lakh as on 31st March 2020 on account of fixed deposits represents some casesunder litigation and some transmission cases which too shall be settled in due coursewithout any delay on the part of the Company.

14.0 AUDITORS AND AUDITORS' REPORT 14.1 STATUTORY AUDITORS:

M/s. Rajendra K. Goel & Co. Chartered Accountants (Firm'sRegistration No.001457N) were appointed as

Statutory Auditors of the Company for a term of five consecutive

Financial Years i.e. for 2017-18 to 2021-22 in 20th Annual GeneralMeeting (AGM) held on 23rd September 2017.

They hold office from the conclusion of the 20th AGM held on

23rd September 2017 till conclusion of the 25th AGM to be held in theyear 2022. Pursuant to amendment in provisions of the Companies Act 2013 w.e.f.07.05.2018 ratification of appointment of statutory auditors by the shareholders atevery AGM is not required.

14.2 SECRETARIAL AUDITORS:

CS Ashok Tyagi (COP No. 7322) Practising Company Secretary wasappointed as Secretarial Auditor of the Company on 28th May 2019 by the Board ofDirectors based on recommendations of the Audit Committee as per Section 204 of theCompanies Act 2013 for the Financial Year 2019-

20. The Secretarial Audit Report for the financial year ended

31st March 2020 forms part of the Directors' Report.

Based on the recommendations of the Audit Committee the Board hasappointed Ashok Tyagi & Associates (COP

No. 7322) Practising Company Secretaries to conduct theSecretarial Audit for the Financial Year 2020-21 as per Section 204 of theCompanies Act 2013.

14.3 COST AUDITORS:

For the Financial Year 2019-20 M/s. J.K. Kabra & Co. CostAccountants (Firm's Registration No. 2890) are carrying out the cost audit inrespect of applicable businesses of the

Company and their report will be filed with Central Government in duecourse.

For the Financial Year 2020-21 the Board of Directors of theCompany have re-appointed based on recommendations of the Audit Committee M/s. J.K.Kabra & Co. Cost Accountants (Firm's Registration No. 2890) as CostAuditors for auditing the cost accounts in respect of applicable businesses of theCompany.

Their remuneration is subject to ratification by shareholders for whicha proposal is contained in the Notice of AGM.

15.0 REPORTS ON CORPORATE GOVERNANCE MANAGEMENT DISCUSSION &ANALYSIS AND BUSINESS

RESPONSIBILITY

The Report on Corporate Governance and Management Discussion &Analysis Report and Business Responsibility Report (BRR) in prescribed format in terms ofRegulation 34 and 53 read with Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (LODR) are annexed and form part of this AnnualReport. compliance with the Acertificate conditions of Corporate Governance is alsoannexed. The Company is complying with the Corporate Governance norms laid down in LODR.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. YourDirectors wish to place on record their sincere team spirit & appreciation for theemployees' confidence determination in facing the challenges at all works sites andall offices and achieving satisfactory progress.

CASES FILED PERTAINING TO SEXUAL HARASSMENT

OF WOMEN AT WORK PLACE

There was no case filed by any woman during the Calendar year 2019 norduring Calendar year 2020 (till date) pertaining to sexual harassment of women at workplace. The Company has formed an ‘Internal Complaints Committee' pursuant to theprovisions of ‘The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013' for the purpose of prevention of sexual harassment of womenat workplace. The said Committee gave its Report for the Calendar Year 2019 as well asInterim Report for the Calendar

Year 2020 (till date) which confirms that no such case has been filedduring the said periods.

17.0 OTHER REQUIRMENTS OF COMPANIES ACT 2013 17.1 EXTRACT OF THEANNUAL RETURN UNDER SECTION 92 (3)

The extract of the Annual Return as provided under Section 92(3) (inform MGT-9) is enclosed as Annexure-3.

17.2 THE NUMBER OF MEETINGS OF THE BOARD

The total no. of meetings of the Board of Directors held during theFinancial Year 2019-20 is 4 (Four) i.e. (i) 28th May 2019 (ii) 27th July 2019(iii) 9th November 2019 and (iv) 13th February 2020.

The details of meetings attended by Directors is given in CorporateGovernance Report in Para 2.0.

17.3 DIRECTORS' RESPONSIBILITY STATEMENT

Based on internal financial controls work performed by the

Internal Statutory Cost and Secretarial Auditors and externalagencies the reviews performed by the management with the concurrence of the AuditCommittee pursuant to Section 134(5) of the Companies Act 2013 the Board states thefollowing for the year ended 31st March 2020: a) in the preparation of the annualaccounts the applicable accounting standards had been followed alongwith with properexplanation relating to material departures; b) the Directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period; c) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) the Directors had prepared the annual accounts on a going concernbasis; e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f) the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate operatingeffectively and the same are being strengthened on continuous basis from time to time.

17.4 STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT

DIRECTORS UNDER SECTION 149 (6) & (7)

In Compliance with the provisions of Section 149(6) & 149 (7) ofthe Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 [LODR] Company has received requisite declarations from all theIndependent Directors of the Company.

17.5 NOMINATION AND REMUNERATION POLICY UNDER

SECTION 178(3).

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

17.6 COMMENT ON QUALIFICATION RESERVATION OR

ADVERSE REMARK OR DISCLAIMER MADE (IF ANY) BY THE STATUTORY AUDITORSAND BY THE SECRETARIAL AUDITORS

The observation of Statutory Auditors & Secretarial Auditors andNotes to the financial statements are self-explanatory. Their observations/qualificationsand reply of management are given in Annexure-4.

17.7 PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS UNDER SECTION 186

The Particulars of Loans Guarantees or Investments are given in thenotes to financial statements especially under Note No.

3 5 6 31 and 33 of the Financial Statements.

17.8 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars as per the prescribed Format (AOC-2) areenclosed as Annexure 5. All the related party transactions during the year were onan arm's length basis and in ordinary 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 FINANCIALPOSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting thefinancial position of the Company which have occurred between 31st March 2020 and thedate of this Report. 17.13 CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to conservation of energy technologyabsorption foreign exchange earnings & outgo pursuant to Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 for the year ended 31stMarch 2020 are annexed as Annexure 6 and form an integral part of this Report.

17.14 STATEMENT INDICATING DEVELOPMENT AND

IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDINGIDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINION OF THE BOARD MAYTHREATEN THE EXISTENCE OF THE COMPANY. i) The Company has a Risk Management policyas approved by Board and its details are given in the Corporate Governance Report. ii) Inthe opinion of the Board there is no risk which may threaten the existence of theCompany.

17.15 DETAILS ABOUT THE POLICY DEVELOPED AND

IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITYINITIATIVES TAKEN DURING THE YEAR

The details about the Corporate Social Responsibility (CSR) Policyare given in Corporate Governance Report. The said Policy of the Company is available onthe 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 MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS.

The Annual Evaluation of Board its Committees and Directors is done asper the Criteria laid down by the Nomination and Remuneration Committee (NRC). TheNRC carried out the evaluation of performance of the Board its Committees (other thanNRC) and also of Executive Directors of the Company at its meeting held on 27th May2020. The Board also carried out the evaluation of NRC at its meeting held on 27thMay 2020. The composition of Committees of the Board is as under:

1. AUDIT COMMITTEE
a. Shri K.N. Bhandari Chairman
b. Shri K.P. Rau Member
c. Ms. H.A. Daruwalla Member
d. Shri S.C.K. Patne Member
2. STAKEHOLDERS' RELATIONSHIP COMMITTEE
a. Shri T.R. Kakkar Chairman
b. Shri Sunil Kumar Sharma Member
c. Shri Sunny Gaur Member
3. NOMINATION & REMUNERATION COMMITTEE
a. Shri T.R. Kakkar Chairman
b. Ms. H.A. Daruwalla Member
c. Shri S.C.K. Patne Member
4. RESTRUCTURING COMMITTEE
a. Shri R.N. Bhardwaj Chairman
b. Ms. H.A. Daruwalla Member
c. Shri Sunny Gaur Member
5. CSR COMMITTEE
a. Ms. H.A. Daruwalla Chairperson
b. Shri T.R. Kakkar Member
c. Shri Sunil Kumar Sharma Member
d. Shri Pankaj Gaur Member
6. FINANCE COMMITTEE
a. Shri S.C.K. Patne Chairman
b. Shri T.R. Kakkar Member
c. Shri Sunil Kumar Sharma Member
d. Shri Ranvijay Singh Member
7. RISK MANAGEMENT COMMITTEE
a. Shri Manoj Gaur Chairman
b. Shri Sunil Kumar Sharma Member
c. Shri K.N. Bhandari Member
d. Shri R.N. Bhardwaj Member
8. COMMITTEE FOR STATUTORY POLICIES
a. Shri Manoj Gaur Chairman
b. Shri R.N. Bhardwaj Member
c. Shri S.C.K. Patne Member

The Independent Directors also carried out evaluation of Boardof Directors Executive Chairman & other Directors in their meeting held on 13thFebruary 2020.

The details of the same are given in Corporate Governance Report parano. 9.0.

17.17 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant passed by the regulators or courts ortribunals impacting the going concern status. Details of Orders of Competition CommissionNCLT and Supreme Court are given in Notes to Financial Statements/ Directors Report.

17.18 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has laid down adequate internal financial controls &checks which are effective and operational. The Internal Audit of the Company for FY2019-20 has been carried out by M/s Ernst & Young LLP for all divisions& units of the Company. The Audit Committee regularly interacts with the InternalAuditors the Statutory Auditors and senior executives of the

Company responsible for financial management and other affairs. TheAudit Committee evaluates the internal control systems and checks & balances forcontinuous updation and improvements therein. The Audit Committee also regularly reviews& monitors the budgetary control system of the Company as well as system for costcontrol financial controls accounting controls physical verification etc.

The Audit Committee has regularly observed that proper internalfinancial controls are in place including with reference to financial statements.

Based on recommendations of the Audit Committee the Board hasappointed the following as Internal Auditors for F.Y. 2020-21:

(i) M/s. Ernst & Young LLP for Cement & allied businessincluding Sales & Marketing CPP etc.; (ii) M/s. R. Nagpal Associates forEngineering & Construction Division; and (iii) M/s. Dewan P.N. Chopra & Co.for Real Estate and Hotel business

17.19 DETAILS PERTAINING TO REMUNERATION AS PER

RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES

2014

The Details are given in Annexure - 8.

17.20 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(2) & (3) OFTHE COMPANIES (APPOINTMENT AND REMUNERATION

OF MANAGERIAL PERSONNEL) RULES 2014.

The Details are given in Annexure-9. 18.0 ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for andgratitude to various Departments and Undertakings of the Central and State GovernmentsConsortium of Banks and Financial Institutions and valued Clients & Customers of theCompany for their valuable support and co-operation. Your Directors also wish to place onrecord their appreciation of the whole-hearted and continued support extended by theShareholders and Investors as well as employees of the Company which has always been asource of strength for the Company.

On behalf of the Board
MANOJ GAUR
Place : New Delhi Executive Chairman & CEO
Date : 27th May 2020. DIN: 0008480

ANNEXURE-1 OF DIRECTORS REPORT SUBSIDIARIES AS ON 31ST MARCH 2020

The status of the Subsidiaries of JAL is as under:

CEMENT BUSINESS

1. BHILAI JAYPEE CEMENT LIMITED (BJCL)

BJCL is a joint venture between JAL & SAIL. The clinkerisationplant of BJCL is at Satna M.P. and cement plant is at Bhilai Jharkhand. The totalcapacity of the same is 2.20 MTPA.

The working of BJCL for FY 2019-20 has resulted in an operating loss ofRs. 17.95 crore as against operating profit of Rs. 11.79 crore during the previous year.After taking into account the impact of interest of Rs. 14.43 crore and depreciation ofRs. 37.69 crore BJCL has incurred a loss of Rs.70.07 crore before tax.

The financial position of BJCL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 229.76 283.15
2 Total Expenses 299.83 322.15
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax (70.07) (38.99)
5 Profit after Tax (92.03) (41.65)
6 Total Comprehensive (91.98) (41.63)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 652.44 711.65
2 Current Assets 45.01 44.98
3 Total Assets (1+2) 697.45 756.63
4 Equity Share Capital 379.68 379.68
5 Other Equity (457.86) (365.89)
6 Non Current Liabilities 12.68 12.68
7 Current Liabilities 762.95 730.16
8 Total Equity & 697.45 756.63
Liabilities (4+5+6+7)

2. GUJARAT JAYPEE CEMENT & INFRASTRUCTURE LIMITED (GJCIL)

GJCIL a Joint Venture between Jaiprakash Associates Limited (JAL) andGujarat Mineral Development Corporation Limited (GMDC) was incorporated inter-alia toimplement a 2.4 Million tonnes per annum capacity cement plant in District Kutch Gujarat.Out of approximately 484 hectares of land required for setting up the Project 27 hectaresare Private land and 457 hectares are Government land.

Major part of Private land (22 hectares) was purchased by GJCIL.However pending necessary approval from the Government of Gujarat the Government land isyet to be acquired by GJCIL. Both the Promoters viz. JAL and GMDC have given their consentfor closing/winding up of the operations of GJCIL. GMDC has been requested for the wayforward for sale/ surrender of the private land purchased by GJCIL and the matter is underexamination with GMDC. JAL is also exploring the possibility of off-loading its equitystake in GJCIL in favour of a third party after determining a fair value of shares.

The financial position of GJCIL for the financial year

2019-20 is as under:

(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 0.02 0.02
2 Total Expenses 0.02 0.02
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax - -
5 Profit after Tax - -
6 Total Comprehensive - -
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 0.10 0.10
2 Current Assets 0.35 0.34
3 Total Assets (1+2) 0.45 0.44
4 Equity Share Capital 0.73 0.73
5 Other Equity (0.29) (0.30)
6 Non Current Liabilities - -
7 Current Liabilities 0.01 0.01
8 Total Equity & 0.45 0.44
Liabilities (4+5+6+7)

3. JAYPEE CEMENT CORPORATION LIMITED (JCCL)

Jaypee Cement Corporation Limited (JCCL) a wholly owned subsidiary ofyour Company has a 1.20 MTPA cement grinding unit at Shahabad District GulbargaKarnataka alongwith a 60 MW captive power plant. Another 1.20 MTPA cement capacity atJaypee Shahabad Cement Project has been kept in abeyance.

The financial position of JCCL for the financial year 2019-20 is asunder: (Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 171.31 183.45
2 Total Expenses 413.55 327.18
3 Exceptional/Extra- -
ordinary items (Gain)
4 Profit before Tax (242.24) (143.73)
5 Profit after Tax (358.92) (143.73)
6 Total Comprehensive (740.48) (143.47)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 1372.65 1752.67
2 Current Assets 238.48 418.51
3 Total Assets (1+2) 1611.13 2171.18
4 Equity Share Capital 627.50 627.50
5 Other Equity (945.90) (205.40)
6 Non Current Liabilities 1322.99 1654.21
7 Current Liabilities 606.54 94.87
8 Total Equity & 1611.13 2171.18
Liabilities (4+5+6+7)

4. JAYPEE ASSAM CEMENT LIMITED (JACL)

Jaypee Assam Cement Limited (JACL) was incorporated as a specialpurpose vehicle initially as a wholly-owned subsidiary of Jaiprakash Associates Limited(JAL) for the purpose of setting up a 2 MTPA capacity Cement Plant in the North CacharHills Distt of Assam in Joint Venture with Assam Mineral Development Corporation Ltd.(AMDC). It would be converted as a Joint Venture Company (JVC) between JAL and AMDC as JVpartners having a shareholding ratio of 82:18 between themselves as per theShareholders' Agreement (SHA). While JAL shall hold the shares for cashconsideration shares to AMDC shall be allotted in consideration of the exclusive miningrights of the mineral block identified for this Company.

Under the SHA the management and control of the JVC is vested in JAL.750 bighas of land was allotted by DimaHasao Autonomous Council (DHAC) on 30 years leasebasis to JAL for the project of JACL. Necessary payment in this regard to DHAC was made byJAL as a promoter of JACL. An agreement was also executed between DHAC and JAL. Besidesthe payment of Rs 3.77 crore for the above land JAL had also paid Rs. 10 crore to DHAC inadvance as the share of royalty on limestone for a period of one year as per the Agreementexecuted between JAL and DHAC.

JACL had deployed necessary resources in right earnest for setting-upthe 2 million tonnes per annum cement plant with a 35 MW captive power plant. For gettingenvironment clearance for the proposed project JACL started expeditious collection ofdata and preparation of Environmental Impact Assessment/Environmental Management PlanReports for submission to Government of India Ministry of Environment & Forest. JACLwas however compelled to suspend all project activities since January 2012 due toadverse security situation in the vicinity of the project as reported last year also.JACL is in regular touch with concerned authorities for resumption of project activitiesas and when the security situation is improved.

The financial position of JACL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses 0.01 0.02
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax (0.01) (0.02)
5 Profit after Tax (0.01) (0.02)
6 Total Comprehensive (0.01) (0.02)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets - -
2 Current Assets 0.05 0.01
3 Total Assets (1+2) 0.05 0.01
4 Equity Share Capital 0.06 0.06
5 Other Equity (1.09) (1.08)
6 Non Current Liabilities 1.07 1.01
7 Current Liabilities 0.01 0.02
8 Total Equity & 0.05 0.01
Liabilities (4+5+6+7)

EXPRESSWAYS AND RELATED BUSINESS

5. JAYPEE GANGA INFRASTRUCTURE CORPORATION LIMITED (JGICL)

Jaypee Ganga Infrastructure Corporation Limited (JGICL) wasincorporated on 18th March 2008 as a wholly owned subsidiary of Jaiprakash AssociatesLimited for implementation of the 1047 Km long 8-lane Access-Controlled "GangaExpressway Project" connecting Greater Noida with Ghazipur - Balia along the leftbank of river Ganga on Design Build Finance and Operate (DBFO) basis together with thedevelopment of 12281 hectares of land parcels at eight different locations in UttarPradesh in terms of the Concession Agreement executed between Uttar Pradesh ExpresswaysIndustrial Development Authority (UPEIDA) and JGICL on 23rdMarch 2008.

Preparatory work for the Project was started. Consequent upon the Orderof Hon'ble High Court of Allahabad dated 29th May 2009 quashing the environmentclearance issued by State Environment Impact Assessment Authority and pursuant toSupplementary Agreement dated 30th November 2011 UPEIDA had released Bank Guaranteesubject to the stipulation that after the environmental clearance is obtained from theCompetent Authority the Company shall re-submit the

Bank Guarantees within such time as may be fixed by

UPEIDA.

In view of uncertainty & inordinate delay in granting environmentalclearance by the appropriate authorities it was decided to rescind the ConcessionAgreement dated 23rd March 2008 by mutual consent and settlement agreement had beenforwarded by UPEIDA to the Govt. of Uttar Pradesh for approval. Out of the settled amountof Rs.25.96 crore JGICL has received Rs.22.50 crore.

The financial position of JGICL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31.03.2020 Year ended 31.03.2019
(A) PROFITABILITY
1 Total Turnover 0.04 0.02
2 Total Expenses 22.47 25.92
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax (22.43) (25.90)
5 Profit after Tax (22.43) (25.90)
6 Total Comprehensive (22.43) (25.90)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 3.68 3.71
2 Current Assets 2.94 2.97
3 Total Assets (1+2) 6.62 6.68
4 Equity Share Capital 271.35 271.35
5 Other Equity (473.74) (451.30)
6 Non Current Liabilities 209.01 186.62
7 Current Liabilities - 0.01
8 Total Equity & 6.62 6.68
Liabilities (4+5+6+7)

6. HIMALYAN EXPRESSWAY LIMITED (HEL)

HEL was incorporated as a Special Purpose Vehicle (SPV) forimplementing the Zirakpur - Parwanoo Expressway project in the States of Punjab Haryanaand Himachal Pradesh. The Expressway connecting the three states became operational andthe toll collection started from 6th April 2012.

Being the first in the country with Radio Frequency IdentificationDevice (RFID) technology based electronic toll collection system the Expressway hasprovided a seamless travel to long journey road users while saving cost and time. Thehighlights of the Company's performance during the year under report are as under:

Year ended 31st March 2020 Year ended 31st March 2019
The revenue from Toll Collection Rs. 42.71 crores Rs. 42.97 crores
The Average Annual 51844 54164
Daily Traffic (AADT) PCUs PCUs
The Average Annual Rs. 11.67 Rs. 11.77
Daily Toll Revenue Lakhs Lakhs
(AADR)

The financial position of HEL for the financial year 2019-

20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 48.00 50.20
2 Total Expenses 113.91 87.43
3 E x c e p t i o n a l / E x t r a - - -
ordinary items
4 Profit before Tax (65.91) (37.23)
5 Profit after Tax (65.91) (37.23)
6 Total Comprehensive (65.98) (37.22)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 551.86 585.89
2 Current Assets 5.23 7.58
3 Total Assets (1+2) 557.09 593.47
4 Equity Share Capital 118.09 118.09
5 Other Equity (122.50) (56.53)
6 Non Current Liabilities 237.46 414.35
7 Current Liabilities 324.04 117.56
8 Total Equity & Liabilities 557.09 593.47
(4+5+6+7)

7. JAYPEE AGRA VIKAS LIMITED (JAVL)

Jaypee Agra Vikas Limited (JAVL) was incorporated on 16th November 2009as a Special Purpose Vehicle for implementing project for development of Inner Ring Roadfor Agra and other infrastructure facilities under integrated Urban Rejuvenation Plan onDesign Build Finance Operate and Transfer basis. JAVL signed a Concession Agreement on4th February 2010 with Agra Development Authority (ADA) for the implementation ofthe Agra Inner Ring Road Project.

The project could not be implemented as ADA was not able to fulfill itsobligations in respect of ‘Conditions

Precedent'. Pursuant to Settlement Agreement dated 29th October2014 the concession agreement dated 4th February 2010 has been rescinded by mutualconsent and JAVL had received part refund of the advances made to ADA for acquisition ofland and balance Rs. 14.63 crore (approx.) is yet to be received by JAVL.

The financial position of JAVL for the financial year 2019

20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Total Turnover - -
2 Total Expenses 7.88 7.05
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax (7.88) (7.05)
5 Profit after Tax (7.88) (7.05)
6 Total Comprehensive (7.88) (7.05)
Income
(B)ASSETS & LIABILITIES
1 Non Current Assets 14.78 14.79
2 Current Assets 122.90 122.98
3 Total Assets (1+2) 137.68 137.77
4 Equity Share Capital 273.80 273.80
5 Other Equity (208.82) (200.94)
6 Non Current Liabilities 72.69 64.90
7 Current Liabilities 0.01 0.01
8 Total Equity & 137.68 137.77
Liabilities (4+5+6+7)

INFRASTRUCTURE DEVELOPMENT BUSINESS

8. JAYPEE INFRASTRUCTURE DEVELOPMENT LIMITED (JIDL)

[formerly known as Jaypee Cement Cricket (India) Limited ]

Jaypee Cement Cricket (India) Limited (JCCIL) was incorporatedon 20th October 2012 as a wholly owned subsidiary of the erstwhile Jaypee SportsInternational Limited (JSIL) / now of the Company (JAL) as JSIL got merged into JALeffective from 16th October 2015 (the appointed date being 1st April 2014) to undertakethe business of Cricket Sports.

Name of JCCIL had been changed to Jaypee Infrastructure DevelopmentLimited (JIDL) as per new Certificate of Incorporation issued by Registrar

Companies Kanpur pursuant to change of name dated 21st February 2017.

The Objects Clause of the said company had also been altered toundertake business of Development of Infrastructure etc.

Pursuant to the Scheme of Arrangement between JIDL and JaiprakashAssociates Limited [JAL] the holding Company and their respective Shareholders and

Creditors JAL's identified moveable and immovable assets andliabilities i.e. SDZ Real Estate Development Undertaking would be transferred as agoing concern on slump exchange basis to JIDL through the said Scheme of Arrangementwhich is pending for sanction before NCLT Allahabad.

The financial position of JIDL for the financial year 2019-

20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Total Turnover - -
2 Total Expenses - 0.01
3 E x c e p t i o n a l / E x t r a - - -
ordinary items
4 Profit before Tax - (0.01)
5 Profit after Tax - (0.01)
6 Total Comprehensive Income - (0.01)
(B) ASSETS & LIABILITIES
1 Non Current Assets - -
2 Current Assets 0.05 -
3 Total Assets (1+2) 0.05 -
4 Equity Share Capital 0.05 0.05
5 Other Equity (0.54) (0.54)
6 Non Current Liabilities - -
7 Current Liabilities 0.54 0.49
8 Total Equity & Liabilities 0.05 -
(4+5+6+7)

SPORTS AND RELATED BUSINESS

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

JCHIL was incorporated on 5th November 2012 as a wholly ownedsubsidiary of Jaypee Sports International Limited (JSIL) / now of JAL (due to merger ofJSIL into JAL) to undertake the business of Hockey Sport. JCHIL entered into theFranchisee Agreement with

Hockey India League (HIL) for the Team "Jaypee PunjabWarriors". Jaypee Punjab Warriors was the champion in HIL 2016 and runners up in HIL2014 & 2015 editions of HIL. No matches were held during FY 2017-18 or thereafter dueto cancellation of the 2018 2019 and 2020 of the Hockey India League.

The financial position of JCHIL for the financial

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Total Turnover 0.24 0.35
2 Total Expenses 0.95 0.39
3 E x c e p t i o n a l / E x t r a - - -
ordinary items
4 Profit before Tax (0.71) (0.04)
5 Profit after Tax (0.71) (0.04)
6 Total Comprehensive Income (0.71) (0.04)
(B) ASSETS & LIABILITIES
1 Non Current Assets 0.03 -
2 Current Assets 3.15 3.52
3 Total Assets (1+2) 3.18 3.52
4 Equity Share Capital 1.00 1.00
5 Other Equity (30.05) (29.34)
6 Non Current Liabilities - -
7 Current Liabilities 32.23 31.86
8 Total Equity & Liabilities 3.18 3.52
(4+5+6+7)

FERTILIZER AND RELATED BUSINESS

10. JAYPEE FERTILIZERS & INDUSTRIES LIMITED (JFIL)

JFIL was incorporated on 3rd June 2010 to carry on the businessdirectly or by making investment in other companies having similar objects including thatof manufacturers fabricators processors producers importers exporters buyerssellers etc. of all kinds of fertilizers and chemicals. It is a wholly owned subsidiary ofJaiprakash Associates Limited and undertook the business of fertilizers and chemicals. TheCompany had participated as a strategic investor in the ‘Rehabilitation Scheme'(Scheme) of fertilizer undertaking of Duncans Industries Limited (DIL) which was approvedby the Board for Industrial & Financial Reconstruction (BIFR) in January 2012 underSection 18(6A) & 18(7) of Sick Industrial Companies (Special Provisions) Act 1985.

Pursuant to the Scheme the said fertilizer undertaking which isfamous for ‘Chand Chhap' Urea stood vested in Kanpur Fertilizers& Cement Limited (KFCL) in which JFIL had made investments directly and through

Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) and held 91.26%equity shares of KFCL as on 31st March 2020.

The commercial operations at the plant commenced w.e.f. 1st June 2014.All the three Urea and Ammonia streams four bagging lines in bagging plant two boilershaving capacity of 70 TPH one boiler with the capacity of

35 TPH AFBC boiler Hydrolyser stripper unit for treating nitrogenouseffluent and ETP are operating satisfactorily.

During the year under Report KFCL has achieved 100% capacityutilization. Energy consumption of KFCL plant has reduced to 6.97 GCal per ton of ureafrom 7.12 GCal per ton of urea in the previous year 2018-19. While many sectors are underpressure due to the spread of corona virus the fertilizer sector is not an exception dueto shortage of manpower stressed cash flow and lack of farmer participation to purchasefertilizers through POS machine.

Consequent to lockdown the plant operations of KFCL with all threetrains could be stabilized on 20th April 2020. In view of poor availability oflabour/staff the shortfall in production during April was around 20000 MT. There isstill shortage of trucks for inward and outward movement affecting production. KFCL ismaking efforts to improve the cash flow through better management of cash collected fromdealers and also liasioning for higher quantum of subsidy during May and June 2020.Henceforth the investment of JFIL/ KFCL will remain protected.

The financial position of JFIL for the financial year 2019-

20 is as under:

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 1.17 2.44
2 Total Expenses 3.15 4.64
3 Exceptional/Extra- - -
ordinary Items
4 Profit/(Loss) before Tax (1.98) (2.20)
5 Profit after Tax (2.01) (2.22)
6 Total Comprehensive (2.16) (2.22)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 796.10 796.13
2 Current Assets 5.22 5.06
3 Total Assets (1+2) 801.32 801.19
4 Equity Share Capital 496.50 496.50
5 Other Equity 284.61 286.77
6 Non Current Liabilities -- 0.12
7 Current Liabilities 20.21 17.80
8 Total Equity & 801.32 801.19
Liabilities (4+5+6+7)

11. JAYPEE UTTAR BHARAT VIKAS PRIVATE LIMITED (JUBVPL)

JUBVPL was incorporated on 31st May 2010 as Joint Venture Company ofJaypee Fertilizers & Industries Limited (JFIL) a wholly owned subsidiary of JAL andISG Traders Limited (an investment arm of the promoter group of Duncans IndustriesLimited/DIL) with equal equity participation.

100% of its equity share capital is held by JFIL. JUBVPL had become asubsidiary of JFIL (& consequently of JAL also) w.e.f. 26th July 2017 and awholly-owned subsidiary of JFIL & JAL w.e.f. 27th July 2017.

As mentioned above in the status of Jaypee Fertilizers & IndustriesLimited (JFIL) JFIL had made investments in KFCL directly and through JUBVPL and held91.26% equity shares of KFCL as on 31st March 2020. 68.76% equity shares of KFCL are heldby JUBVPL.

The financial position of JUBVPL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/19
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses 0.01 0.02
3 Exceptional/Extra- - -
ordinary Items
4 Profit/(Loss) before Tax (0.01) (0.02)
5 Profit after Tax (0.01) (0.02)
6 Total Comprehensive (0.01) (0.02)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 400.00 400.00
2 Current Assets - -
3 Total Assets (1+2) 400.00 400.00
4 Equity Share Capital 20.00 20.00
5 Other Equity 379.92 379.93
6 Non Current Liabilities - -
7 Current Liabilities 0.08 0.07
8 Total Equity & Liabilities 400.00 400.00
(4+5+6+7)

12. KANPUR FERTILIZERS & CEMENT LIMITED (KFCL)

Kanpur Fertilizers & Cement Limited (KFCL) was incorporated on 31stMay 2010. KFCL is a subsidiary of Jaypee Uttar Bharat Vikas Private Limited (JUBVPL) andJUBVPL is a wholly owned subsidiary of JFIL. As on 31st March 2020 68.76% of KFCL'sEquity share capital is held by JUBVPL and 22.50% is held by JFIL (total 91.26%).

Since JUBVPL became a subsidiary of JFIL w.e.f. 26th July 2017 KFCLalso became a subsidiary of JFIL w.e.f. 26th July 2017. As mentioned above in the statusof Jaypee Fertilizers & Industries Limited (JFIL) KFCL is operating a fertilizerundertaking which is famous for ‘Chand Chhap' Urea. The commercialoperations at the plant commenced w.e.f. 1st June 2014. All the three Urea and Ammoniastreams four bagging lines in bagging plant two boilers having capacity of 70 TPH oneboiler with the capacity of 35 TPH AFBC boiler Hydrolyser stripper unit for treatingnitrogenous effluent and ETP are operating satisfactorily. During the year under ReportKFCL has achieved 100% capacity utilization. Energy consumption of KFCL plant hasreduced to 6.97 GCal per ton of urea from 7.12 GCal per ton of urea in the previousyear 2018-19. Delay in subsidy resulted into delay in payment of interest to GAIL andKESCO and also delay in repayment of term loan of IIFCL. State Bank of India didn'tallow repayment of loan from Yes Bank Limited (YBL) which was due since 30th June 2019.Yes Bank loan has been declared as NPA and the rating of the Company has been downgradedto "D" from "BBB-". While many sectors are under pressure due to thespread of corona virus the fertilizer sector is not an exception due to shortage ofmanpower stressed cash flow and lack of farmer participation to purchase fertilizersthrough POS machine.

Measures taken by various governments to contain the virus haveaffected economic activity. The Company has taken a number of measures to monitor andprevent the effects of the COVID-19 virus for safety and health measures for people (likesocial distancing and working from home) and securing the supply of materials that areessential to production process. At this stage the impact on fertilizer business andresults is limited. KFCL will continue to follow the various national policies &advice and parallel will also do its utmost to continue its operations in the best andsafest way possible without jeopardizing the health of people.

In India the lockdown on fertilizer movements and operations has ledto substantial losses in domestic urea production. The major impact of COVID-19 on KFCLare:

1. Due to poor availability of contract labour and our own employeesthe production and revenue of KFCL would be affected and it may experience negativeresults.

2. The plant could not be run on full capacity due to very slow receiptof bags and coal.

3. Supply of urea by road would be affected due to poor availability oftrucks.

4. POS sales under DBT has been badly affected as the farmers arehesitant to scan the fingers on the machines. This has resulted into stocks remainingunbilled for subsidy.

5. There is severe cash crunch consequent upon delay in receipt ofsubsidy; and thus power supply can be adversely affected.

6. GoI has not fixed the energy norms for subsidy payment to KFCL fromFY 19-20 onwards.

Consequent to lockdown the plant operations of KFCL with all threetrains could be stabilized on 20th April 2020. In view of poor availability oflabour/staff the shortfall in production during April was around 20000 MT. There isstill shortage of trucks for inward and outward movement affecting production. KFCL ismaking efforts to improve the cash flow through better management of cash collected fromdealers and also liasioning for higher quantum of subsidy during May and June 2020.Henceforth the investment of KFCL will remain protected.

The financial position of KFCL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 2479.92 2477.37
2 Total Expenses 2469.14 2473.89
3 Exceptional/Extra- 8.56 0.08
ordinary Items
(expenses)
4 Profit before Tax 2.22 3.40
5 Profit after Tax 0.87 2.32
6 Total Comprehensive 0.83 2.29
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 818.62 946.22
2 Current Assets 1563.93 1275.12
3 Total Assets (1+2) 2382.55 2221.34
4 Equity Share Capital 290.96 290.96
5 Other Equity 534.92 534.09
6 Non Current Liabilities 172.16 243.09
7 Current Liabilities 1384.51 1153.20
8 Total Equity & 2382.55 2221.34
Liabilities (4+5+6+7)

AVIATION BUSINESS

13. HIMALYAPUTRA AVIATION LIMITED (HAL)

HAL was incorporated on 23rd July 2011 as a wholly-owned subsidiary ofyour Company to undertake the civil aviation business scheduled or non-scheduled privatepassenger and/or private cargo operations. HAL had obtained initial NOC from Ministry ofAviation to operate Non-Scheduled Air Transport Services. HAL has also obtained therenewal of the Non-Scheduled Air Transport Services Operators Permit (NSOP) fromthe Ministry of Aviation to operate Non-Scheduled Air Transport Services till 9thOctober 2023 which would again be renewed in due course.

The financial position of HAL for the financial year 2019-20 is asunder:

(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 36.31 25.21
2 Total Expenses 27.15 22.10
3 Exceptional/Extra- ordinary items - -
4 Profit before Tax 9.15 3.11
5 Profit after Tax 9.15 3.11
6 Total Comprehensive Income 9.23 3.12
(B) ASSETS & LIABILITIES
1 Non Current Assets 37.12 29.35
2 Current Assets 6.06 8.04
3 Total Assets (1+2) 43.18 37.39
4 Equity Share Capital 10.00 10.00
5 Other Equity (30.69) (39.40)
6 Non Current Liabilities 41.15 9.68
7 Current Liabilities 22.72 57.11
8 Total Equity & Liabilities (4+5+6+7) 43.18 37.39

AGRI BUSINESS

14. JAIPRAKASH AGRI INITIATIVES COMPANY LIMITED

(JAICO)

Jaiprakash Agri Initiatives Company Limited (JAICO) was acquired byJaypee Cement Corporation Limited a wholly owned subsidiary of the Company on 25th March2013 to diversify into agri business.

JAICO had set up soya and mustard processing plant at Rewa MadhyaPradesh. Jaypee Oilseeds Processing Complex has facilities to handle all types of productsand by-products from Soya and Mustard. However the production activities of Soya/ Mustardoil have been stopped and the plant is under preventive maintenance.

The financial position of JAICO for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 0.05 0.23
2 Total Expenses 17.26 18.89
3 Exceptional/Extra- ordinary items (loss) -- (28.66)
4 Profit before Tax (17.21) (47.32)
5 Profit after Tax (17.21) (47.32)
6 Total Comprehensive Income (17.21) (47.32)
Year ended 31/03/2020 Year ended 31/03/2019
(B) ASSETS & LIABILITIES
1 Non Current Assets 47.71 51.92
2 Current Assets 6.45 6.47
3 Total Assets (1+2) 54.16 58.39
4 Equity Share Capital 55.10 55.10
5 Other Equity (145.49) (128.28)
6 Non Current Liabilities 56.74 50.66
7 Current Liabilities 87.81 80.91
8 Total Equity & Liabilities (4+5+6+7) 54.16 58.39

REAL ESTATE BUSINESS

15. YAMUNA EXPRESSWAY TOLLING LIMITED (YETL)

(Formerly known as Jaypee Mining Venture Private Limited)

Jaypee Mining Ventures Private Limited (JMVPL) was incorporatedon 31st March 2010. Name of JMVPL was changed to Yamuna Expressway Tolling Private Limited(YETPL) on 24th March 2017. Name of YETPL consequent upon conversion to a publiccompany was changed to Yamuna Expressway Tolling Limited (YETL) on 5th April 2017.

The said company became a subsidiary of JAL w.e.f. 25th March 2017and wholly owned subsidiary of JAL w.e.f. 20th April 2017.

The Objects Clause of the said company had also been altered toundertake business of Development of Infrastructure & Real Estate and operating &maintaining expressways including toll collection.

The financial position of YETL for the financial year 2019-20 is asunder:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses 67.49 61.14
3 Exceptional/Extra- ordinary items
4 Profit before Tax (67.49) (61.14)
5 Profit after Tax (67.49) (61.14)
6 Total Comprehensive Income (67.49) (61.14)
(B) ASSETS & LIABILITIES
1 Non Current Assets - -
2 Current Assets 607.35 607.35
3 Total Assets (1+2) 607.35 607.35
4 Equity Share Capital 0.05 0.05
5 Other Equity (159.07) (91.58)
6 Non Current Liabilities 468.00 534.00
7 Current Liabilities 298.37 164.88
8 Total Equity & 607.35 607.35
Liabilities (4+5+6+7)

16 & 17.

NOTE ABOUT TWO SUBSIDIARIES VIZ. JAYPEE

INFRATECH LIMITED (JIL) AND JAYPEE HEALTHCARE LIMITED (JHCL WHOLLYOWNED SUBSIDIARY OF JIL)

Hon'ble NCLT (Principal Bench) New Delhi in terms of its Orderdated 3rd March 2020 has approved the

Resolution Plan (with certain modifications) of Jaypee

Infratech Limited (JIL). NBCC (India) Limited was thereby declared asthe successful Resolution Applicant.

However NBCC (India) Limited has filed an appeal against the saidOrder of NCLT before Hon'ble NCLAT. NCLAT vide its Order dated 22nd April 2020issued notices to all the Respondents and also constituted an

Interim Monitoring Committee (IMC) which is to remain in place tillthe disposal of the said appeal. Further the Order dated 3rd March 2020 of NCLT has beensubjected to the outcome of the appeals before NCLAT.

The Company [JAL] has also filed an appeal before

Hon'ble NCLAT against the said NCLT Order dated 3rd

March 2020 for certain modifications in the Resolution

Plan. Notices have been issued to the Respondents and theimplementation of the Plan has been subjected to the outcome of JAL's appeal. TheIRP Yes Bank Limited and a group of homebuyers have also filed appeals against the saidOrder of NCLT and thus the implementation of the Resolution Plan has been subjected to theoutcome of the appeals.

Thus JIL has been under the IRP since 9th August 2017 and an InterimMonitoring Committee (IMC) has been constitution since 22nd April 2020 and the Order dated3rd March 2020 of NCLT has been assailed by various parties including the successfulResolution Applicant.

Since JIL could not make available its Financial Statements upto 31stMarch 2020 to JAL its Financial Statements upto 31st December 2019 only have beenconsolidated in the Financial Statements of JAL (i.e. the last date upto which itsFinancial Statements were available). Similarly the Financial Statements of JaypeeHealthcare Limited (JHCL) (wholly owned subsidiary of JIL) have been consolidated upto31st December 2019 only.

As on date the Company is holding 60.98% of the share capitalof Jaypee Infratech Limited (JIL)while JIL holds 100% share capital of JHCL. Postappeal procedure of Resolution Plan if the Resolution Plan is fully implemented theCompany/JAL (being promoter) would cease to hold any shares of Jaypee Infratech Limitedand Jaypee Healthcare Limited (wholly owned subsidiary of JIL)would also cease to be astep down subsidiary of JAL.

Brief information about JIL & JHCL is as under:

A. JAYPEE INFRATECH LIMITED (JIL)

Jaypee Infratech Limited (JIL) has developed Yamuna

Expressway project which inter-alia includes 165 km six lane accesscontrolled expressway from Noida to Agra with provision for expansion to eight lane withservice roads and associated structures. Yamuna Expressway was opened for public on 9thAugust 2012 and commenced toll collection w.e.f. 16th August 2012. JIL has also undertakendevelopment of its Land Parcel-1 at Noida Land Parcel-3 at Mirzapur and Land Parcel-5 atAgra. The Company was under Corporate Insolvency Resolution Process pursuant to NCLTAllahabad Order dated 9th August 2017; thereafter some home-buyers had filed cases inHon'ble Supreme Court against the said Order. Pursuant to Order of Hon'bleSupreme Court the Corporate Insolvency Resolution Process was started afresh afterconsidering home-buyers as creditors. JIL is however still proceeding with construction& handing over of apartments/units every month to homebuyers. On 3rd March 2020Hon'ble NCLT (Principal Bench) New Delhi has approved the

Resolution Plan (RP) with modifications. The financial position of JILforthe period ended 31st December 2019 is as under: (Rs. in Crore)

s 9 months period ended 31/12/2019 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 1271.68 1292.80
2 Total Expenses 2505.54 2596.62
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax (1233.86) (1303.82)
5 Profit after Tax (1233.86) (1325.69)
6 Total Comprehensive (1233.90) (1325.73)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 10592.93 10626.21
2 Current Assets 13042.53 13692.67
3 Total Assets (1+2) 23635.46 24318.88
4 Equity Share Capital 1388.93 1388.93
5 Other Equity (1451.28) (217.38)
6 Non Current Liabilities 6532.38 6817.35
7 Current Liabilities 17165.43 16329.98
8 Total Equity & 23635.46 24318.88
Liabilities (4+5+6+7)

B. JAYPEE HEALTHCARE LIMITED (JHCL)

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

Group is located at Wish Town Sector 128 NOIDA U.P. It has beenbuilt across a sprawling 25 acre campus comprising of 504 Beds and was made operational infirst phase from 1st April 2014 with various facilities like

OPD Radiology Lab and Executive Health Check up. Jaypee HospitalNoida established itself as a major Transplant Centre by performing variousTransplants which includes Kidney Transplants and Liver Transplants. The Key specialtiessuch as Cardiac Orthopedics Renal Sciences and Oncology contribute about 50% ofJHCL's total revenue. It also conducts various health talks RTM & camps andContinuing Medical Education (CME) programmes across the country. Jaypee HospitalChitta is also operating successfully. Its Key specialties are Obst.&GynaeOrthopedics Urology & General Surgery which contributed majority of its totalrevenue.

During FY 2018-19 Anoopshahr Unit of JHCL became operationaland IPD operations commenced from March 2019.

Jaypee Healthcare Limited has committed itself to extend support to thenoble cause of fight against

COVID-19 and handed over the Hospitals at Chitta Bulandshahr andAnoopshahr to the District Magistrate for the welfare of Covid -19 patients. The 48 bedJaypee Hospital at Chitta with all the existing infrastructure and facilities wasdedicated in treating Covid- 19 patients and 35 bed Jaypee Hospital Anoopshahr along withthe boys hostel adjacent to the hospital functioned as isolation units. These facilitieswould remain with the District Magistrate till the end of this Pandemic. Jaypee Hospitalat Noida has also earmarked 20 beds isolation ward to treat Covid-19 patients. There is aseparate team of doctors and support staff to cater to these patients.

The financial position of JHCL for the period ended 31st December2019 is as under:

(Rs. in Crore)
9 months Period ended 31.12.2019 Year ended 31.03.2019
(A) PROFITABILITY
1 Gross Total Revenue 225.70 320.59
2 Total Expenses 301.40 397.06
3 Exceptional/Extra- - -
ordinary items
4 Profit /(Loss) before Tax (75.69) (76.47)
5 Profit/ (Loss) after Tax (75.69) (76.47)
6 Total Comprehensive (75.87) (76.44)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 871.14 899.74
2 Current Assets 60.77 60.51
3 Total Assets (1+2) 931.91 960.25
4 Equity Share Capital 427.50 427.50
5 Other Equity (431.93) (356.06)
6 Non Current Liabilities 530.29 522.26
7 Current Liabilities 406.05 366.55
8 Total Equity & 931.91 960.25
Liabilities (4+5+6+7)

ANNEXURE-2. OF DIRECTORS REPORT ASSOCIATES & JOINT VENTURES AS ON31ST MARCH 2020

As on 31st March 2020 the Company (JAL) has following AssociateCompanies and Joint Ventures viz. Jaiprakash Power Ventures Limited Madhya Pradesh JaypeeMinerals Limited MP Jaypee Coal Limited MP Jaypee Coal Fields Limited RPJ MineralsPrivate Limited and Sonebhadra Minerals Private Limited.

Their status has been discussed below:

1. JAIPRAKASH POWER VENTURES LIMITED (JPVL) SHAREHOLDING OF JAL IN JPVL& JPVL's

SUBSIDIARIES

W.e.f. 18.02.2017 Jaiprakash Power Ventures Limited (JPVL) became anAssociate Company of JAL in place of a subsidiary and JAL's holding was reduced to29.74% of its total share capital.JAL's holding has further reduced from 29.74%to 26.06% in January 2020 pursuant to Debt restructuring by JPVL.

The subsidiaries of JPVL are as under:

S. No. Subsidiaries of JPVL
1 Jaypee Powergrid Ltd.
74% subsidiary of JPVL w.e.f. 30.01.2007 26% is held by Power Grid Corporation of India Limited.
2 Jaypee Arunachal Power Ltd.
100% Subsidiary of JPVL w.e.f. 23.04.2008.
3 Sangam Power Generation Company Ltd.
*100% Subsidiary of JPVL w.e.f. 23.07.2009
4 Jaypee Meghalya Power Ltd.
100% Subsidiary of JPVL w.e.f. 26.08.2010.
5 Bina Power Supply Ltd.
100% Subsidiary of JPVL w.e.f. 14.03.2014.

Note: Prayagraj Power Generation Company Ltd. (PPGCL) wasSubsidiary of JPVL from 23.07.2009 to 17.12.2017 only. On 18.12.2017 the Lendersof PPGCL through their trustee SBI Cap Trustee Company Limited had invoked the pledgeon 2619189200 equity shares (i.e. 88.51% Equity share capital) & 27 croreoptionally convertible preference shares of PPGCL which were held by JPVL. The said shareswere transferred in favour of the trustee on 18.12.2017. Thus PPGCL is no more asubsidiary of JPVL w.e.f. 18.12.2017. w.e.f. 04.12.2019 the management control ofPPGCL has been given to

Renascent Power Ventures Private Limited Mumbai and all existingDirectors of PPGCL had resigned. This was pursuant to the Share Purchase Agreement (SPA)signed by Lenders of PPGCL on 14.11.2018 with Resurgent Power Ventures Pte. Ltd.Singapore (as the Investor) and Renascent Power Ventures Private Limited Mumbai (as thePurchaser) to sell to the Purchaser the Shares of PPGCL. JAL however continues tohold 11.49% Equity Shares of PPGCL.

1.1 JPVL's PLANTS AND OPERATIONS

JPVL is engaged in the business of thermal and hydro power generationcoal mining and cement grinding. The company presently owns and operates three Powerplants with an aggregate capacity of 2220 MW Cement Grinding Unit and Coal Mine as perdetails given below: (i) 400 MW Vishnuprayag Hydro-Electric Plant in the State ofUttarakhand which is in operation since October 2006.

(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P.)consisting of two units of 250 MW each First unit had been in operation since August 2012and second unit since April 2013. (iii) 1320 MW Jaypee Nigrie Super-critical Thermal PowerPlant (JNSTPP) in Distt. Singrauli (M.P.) consisting of two units of 660 MW each Firstunit had been in operation since September 2014 and second unit since February 2015.

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie CementGrinding Unit with an installed capacity of 2 MTPA.

(v) Amelia (North) Coal Mine in Distt. Singrauli Madhya Pradesh whichwas acquired through e-auction in2015 with annual capacity of 2.80 MTPA. Entire coalproduced by the said coal mine is being utilized for Power Generation at JNSTPP. The Plantavailability Plant load factor and net saleable energy generation of Hydro and ThermalPower Plants for the Financial Year 2019 - 20 were as under:

Plant Plant Availability (%) Plant Load Factor (%) Net Saleable Energy Generation (MU)
Jaypee Vishnuprayag Hydro Power Plant (400 MW) 99.33% 56.88% 1735.77
Jaypee Bina Thermal Power Plant [500 MW - Phase I (of 1200 MW)] 84.91% 56.49% 2259.99
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) 86.02% 54.44% 5806.44

The saleable energy generation for the year has been 9802.20 MUs ascompared to 10656.28 MUs during previous year i.e. lower by 854.08 MUs.

The performance of various plants in operation is given as under:

400 MW Jaypee Vishnuprayag Hydro Power Plant

400 MW Jaypee Vishnuprayag Hydro Power Plant is located at DistrictChamoli Uttarakhand. The main equipment for the project was supplied by Alstom (France).JPVL has a PPA with

Uttar Pradesh Power Corporation Limited to supply 88% of net powergenerated and the remaining 12% is supplied free of cost to Uttarakhand Power CorporationLimited for delivery to the Government of Uttarakhand. The performance of VishnuprayagHydro Power Plant during the Financial Year 2019-20 has been very good. Actual energygenerated during the year was more than the Design Energy. The total generation of energyduring the Financial Year 2019-20 was 1998.59 MUs and net saleable energy was 1735.77 MUsas against the generation of 1932.02 MUs and net saleable energy of 1676.52 MUs duringthe previous year respectively. The difference between the last year and current yeargeneration being attributable to hydrology.

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

Jaypee Bina Thermal Power Plant (JBTPP) located at Village SirchopiDistrict Sagar Madhya Pradesh is a coal based thermal power plant having an installedcapacity of 500 MW (2X250 MW).

JPVL has executed a Power Purchase Agreement (PPA) with Madhya PradeshPower Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariffdetermined by MPERC guidelines and with Government of Madhya Pradesh (GoMP) to supply 5%of actual generation at variable cost which is also to be supplied to MPPCL on behalf of(GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCLin terms of the Power Purchase Agreements executed with them and balance of installedcapacity is to be sold as merchant power.

MPPMCL had restricted off-take to 70%/60% of the contracted capacitydue to low demand of power in the State. However MPPMCL is not adhering to the aboverestriction of 70%/60% of the contracted capacity and is giving despatch schedules of 3-5hours per day only or schedule very low off take which is technically not feasible to runthe Plant optimally forcing Company to sell balance power to power exchanges atunremunerative prices. During the year 2019-20 a total of 1673.18 MUs power could be soldthrough power exchange out of which 27.15 MUs were at the remunerative rate 68.04 MUswere on Bilateralbasis and balance 1577.99 MUs were to meet technical minimum requirementof the plant.

The gross energy generation of JBTPP was 2480.94 MUs during the year2019 -20 as compared to 2503.87 MUs during the previous year thus was lower by 22.93 MUs.

1320 MW Jaypee Nigrie Supercritical Thermal Power Plant

1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal PowerPlant is located in Nigrie village Tehsil Sarai in Singrauli district of Madhya Pradesh.Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen& Toubro Limited respectively.

The Plant has long term PPAs with MPPMCL to supply 30% of installedcapacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actualgeneration at variable cost which is also to be supplied to MPPMCL on behalf of GoMP. Partof Energy generation is also sold on merchant basis through bilateral arrangements andthrough Indian Energy Exchange & Power Exchange of India Limited. The operations havebeen adversely affected due to non-availability of long term PPA(s) and non-availabilityof coal for the part capacity of the plant.

The gross energy generation of the Plant was 6312.59 MUs during theyear 2019-20 as compared to 7330.44 MUs in the previous year which was lower by 1017.85MUs. During the year 2019 -20 2554.86 MUs power was sold as merchant sales. . The Companyachieved a PLF of 54.44 % as compared to 63.39 % in the previous year.

Amelia (North) Coal Mine Block

JPVL has a captive coal mine Amelia (North) with an annual drawingcapacity of 2.8 MTPA. The Coal production from the mine commenced w.e.f. 26th May 2015.The coal production during the financial year 2019-20 was 2.8 Million Tonne i.e.

Peak rated capacity of the plant.

Jaypee Nigrie Cement Grinding Unit at Nigrie

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie Distt. Singrauliin Madhya Pradesh started commercial operations w.e.f. 3rd June 2015. Its totalproduction of Cement during FY 2019-20 was Nil as against 48561 MT in FY 2018 -19 mainlybecause of non-availability of Clinker.

The financial position of JPVL for the financial year 2019-20 is asunder: (Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 3358.37 3874.09
2 Total Expenses 3525.04 4460.22
3 Exceptional items [gain/ (2513.61) 52.68
(-) loss]
4 Profit before Tax (2680.28) (533.45)
5 Profit after Tax (3504.63) (377.88)
6 Total Comprehensive (3505.05) (377.76)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 16407.59 19635.76
2 Current Assets 1288.33 4332.81
3 Total Assets (1+2) 17695.92 23968.57
4 Equity Share Capital 6840.45 5996.00
4A Instrument entirely equity in nature 3805.53 -
5 Other Equity (414.81) 2991.70
6 Non Current Liabilities 5454.96 7811.37
7 Current Liabilities 2009.79 7169.50
8 Total Equity & Liabilities 17695.92 23968.57
(4 + 7)

1.2 JAYPEE POWERGRID LIMITED (JPL)

Jaypee Powergrid Limited (JPL) is a joint venture company of JPVL withPower Grid Corporation of India Limited and has set up Transmission System comprising of400 kV Quad Bundle Conductor Double Circuit Line from Karcham Wangtoo HEP Pothead yard atWangtoo to Abdullapur (219.80 KM) which has been in commercial operation w.e.f. 1st April2012 and another LILO of Baspa-Nathpa-Jhakri Transmission Line (4 KM) has been incommercial operation w.e.f. 1st June 2011. The total capital expenditure on the projecthas been Rs. 1004.47 crore as on 31.03.2020. The System is operating satisfactorilywith cumulative availability of transmission system for FY 2019-20 at 99.53%. Totalrevenue of Rs.164.58 crore was earned from the system during FY 2019-20.

The financial position of JPL for the financial year 2019-

20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 163.50 164.85
2 Total Expenses 96.59 100.53
3 E x c e p t i o n a l / E x t r a - - -
ordinary items
4 Profit before Tax 66.91 64.32
5 Profit after Tax 57.28 52.61
6 Total Comprehensive 57.27 52.62
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 653.04 704.92
2 Current Assets 75.13 105.82
2A Regulatory Deferral 27.73 37.75
Account Balances
3 Total Assets (1+2+2A) 755.90 848.49
4 Equity Share Capital 300.00 300.00
5 Other Equity 132.54 95.16
6 Non Current Liabilities 224.94 316.71
7 Current Liabilities 98.42 136.62
8 Total Equity & 755.90 848.49
Liabilities (4+5+6+7)

1.3 JAYPEE ARUNACHAL POWER LIMITED (JAPL)

Jaypee Arunachal Power Limited (JAPL) was incorporated by JPVL as itswholly owned subsidiary to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projectsin the State of Arunachal Pradesh. JPVL alongwith its Associates will ultimately hold 89%of the Equity of JAPL and the balance 11% will be held by the Government of ArunachalPradesh.

For the 2700 MW Lower Siang Hydro Electric Project

Central Electricity Authority (CEA) concurrence for Detailed ProjectReport (DPR) was obtained in February 2010 and the concurrence had been extended by CEA.Based on the recommendations of State Government Regional unit of MOEF GOI is processingthe forest clearance forest clearance case is under scrutiny with Nodal officerItanagar. Draft Rehabilitation & Resettlement Plan is submitted to State Govt. for itsapproval. Power Purchase Agreements are to be submitted for final approval.The detailssubmitted to

CEA for getting concurrence of Detailed Project Report revalidated. Thecases of land acquisition extension of validity of ToR for EIA/ EMP reports are beingpursued with State Government. More field surveys have been carried out.

For 500 MW Hirong Hydro Electric Project CEA concurrence forthe DPR has been obtained. The Company has requested CEA for extension of Validity of TEC.In view of the Cumulative Impact studies of Siang Basin the same is under consideration.Public hearing had been conducted and the final EIA & EMP report has been submitted toMinistry of Environment & Forest for environment clearance. MoEF has asked foradditional Cumulative Impact studies of Siang Basin. The impact of Cumulative Impactstudies of Siang Basin has been studied and submitted. After its review by MoEF extensionof validity of concurrence for the DPR will be accorded. Based on the recommendations ofState Government Regional unit of MoEF GOI is processing the forest clearance.

An amount of approx. Rs.228.30 crore has been incurred inrespect of the aforesaid projects upto 31st March 2020.

The financial position of JAPL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses 0.18 0.39
3 Exceptional/Extra- ordinary items - -
4 Profit before Tax (0.18) (0.39)
5 Profit after Tax (0.18) (0.39)
6 Total Comprehensive Income (0.18) (0.39)
(B) ASSETS & LIABILITIES
1 Non Current Assets 226.26 226.37
2 Current Assets 0.16 0.11
3 Total Assets (1+2) 226.42 226.48
4 Equity Share Capital 228.62 228.52
5 Other Equity (3.86) (3.68)
6 Non Current Liabilities - -
7 Current Liabilities 1.66 1.64
8 Total Equity & 226.42 226.48
Liabilities (4+5+6+7)

1.4 SANGAM POWER GENERATION COMPANY LIMITED

(SPGCL)

Sangam Power Generation Company Limited (SPGCL) was acquired by JPVLfrom Uttar Pradesh Power Corporation Limited (UPPCL) through competitive biddingprocess for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (withpermission to add one additional unit at 660 MW) in Tehsil Karchana of District AllahabadUttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh Power CorporationLimited (UPPCL) but the District Administration could not hand over physical possession ofland to SPGCL due to local villagers' agitation. As such no physical activity couldbe started on the ground. SPGCL has written to UPPCL and all procurers that the PowerPurchase Agreement is rendered void and cannot be enforced. As such it was inter-aliarequested that Company's claims be settled amicably for closing the agreement(s). Dueto abnormal delay in resolving the matter by UPPCL SPGCL has withdrawn all itsundertakings given to UPPCL and lodged a claim of Rs. 1157.22 Crore on them vide itsletter no. SPGCL/NOIDA/2018/01 dated 13.03.2018.

Further SPGCL has filed a petition with Hon'ble Uttar

Pradesh Electricity Regulatory Commission (UPERC) for release ofperformance bank guarantee and payment of certain claims.

Hon'ble UPERC has concluded the hearing and vide order dated 28thJune 2019 has directed UPPCL as under: a) The Power Purchase Agreement dated 17thOctober 2008 and Share Purchase Agreement dated 23rd July 2009 would stand terminated.As a consequence of termination of Share Purchase Agreement the Respondant (UPPCL) shallbecome the owner of SPGCL. b) Allowed reimbursement of actual expenses of Rs. 251.37crores and allowed simple interest @9% on Rs. 149.25 crores which include expenditure onLand Advances and Admin. Expenses. c) The Respondent will immediately release the BankGuarantee provided by the Petitioner (SPGCL).

UPPCL has filed reserved. SPGCL has also filed a counter appeal withAPTEL.

An amount of Rs. 549.22 crore has been spent on the Project upto 31st March 2020.

The financial position of SPGCL for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 0.25 0.27
2 Total Expenses 2.24 3.62
3 Exceptional/Extra- - -
ordinary items (loss)
4 Profit before Tax (1.99) (3.35)
5 Profit after Tax (2.60) (7.31)
6 Total Comprehensive (2.55) (7.31)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 228.77 228.75
2 Current Assets 4.78 4.61
3 Total Assets (1+2) 233.55 233.36
4 Equity Share Capital 551.98 551.98
5 Other Equity (326.44) (323.83)
6 Non Current Liabilities - -
7 Current Liabilities 8.01 5.21
8 Total Equity & Liabilities 233.55 233.36
(4+5+6+7)

1.5 JAYPEE MEGHALAYA POWER LIMITED (JMPL)

Jaypee Meghalaya Power Limited (JMPL) was incorporated by JPVL as itswholly owned subsidiary to implement 270 MW Umngot HE Project in the Umngot River Basin ofMeghalaya and 450 MW Kynshi-II HE Project in the Kynshi River Basin on BOOT (Build OwnOperate and Transfer) basis. JPVL alongwith its associates will ultimately hold 74% of theequity of JMPL and the balance 26% will be held by the Government of Meghalaya.

There has not been any change in the progress status as reported in thelast year's Annual Report.

An aggregate amount of approx. Rs. 8.50 crores has been spent onthe above said two projects upto March 2020.

The financial position of JPML for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses 0.02 0.11
3 Exceptional/Extra-ordinary items -
4 Profit before Tax (0.02) (0.11)
5 Profit after Tax (0.02) (0.11)
6 Total Comprehensive (0.02) (0.11)
Income
(B) ASSETS & LIABILITIES
1 Non Current Assets 8.10 8.12
2 Current Assets 0.13 0.14
3 Total Assets (1+2) 8.23 8.26
4 Equity Share Capital 8.41 8.41
5 Other Equity (0.29) (0.26)
6 Non Current Liabilities - -
7 Current Liabilities 0.11 0.11
8 Total Equity & Liabilities 8.23 8.26
(4+5+6+7)

1.6 BINA POWER SUPPLY LIMITED (BPSL)

(Formerly known as Himachal Karcham Power Company Limited/ HKPCL)

Himachal Karcham Power Company Limited (HKPCL) was incorporatedas a subsidiary company of JPVL on 14th March 2014. The name of HKPCL was subsequentlychanged to Bina Power Supply Limited (BPSL) w.e.f. 28th September 2015. Presentlyit is not carrying on any operations.

A Securities Purchase Agreement (SPA) was entered into betweenJPVL and JSW Energy Limited (JSWEL) for purchase of 100% shareholding of BPSL andthus transfer of 500 MW Bina Project from JPVL to its subsidiary BPSL. Consequent totermination of the said SPA (which was extended upto 31st December 2017) the Scheme ofArrangement for transfer of 500 MW Bina Project from JPVL to BPSL would not beimplemented.

The financial position of BPSL for the financial year 2019-20 is asunder:

(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses - -
3 Exceptional/Extra- ordinary items - -
4 Profit before Tax - -
5 Profit after Tax - -
6 Total Comprehensive Income - -
(B) ASSETS & LIABILITIES
1 Non Current Assets - -
2 Current Assets 0.03 0.03
3 Total Assets (1+2) 0.03 0.03
4 Equity Share Capital 0.05 0.05
5 Other Equity (0.02) (0.02)
6 Non Current Liabilities - -
7 Current Liabilities - -
8 Total Equity & Liabilities (4+5+6+7) 0.03 0.03

1.7 NOTE ON ERSTWHILE SUBSIDIARY OF JPVL VIZ. PRAYAGRAJ POWERGENERATION COMPANY

LIMITED (PPGCL):

Prayagraj Power Generation Company Limited (PPGCL) acquired by JPVLfrom Uttar Pradesh Power Corporation Limited through competitive bidding process hadimplemented 1980 MW (3x660 MW) Thermal Power Project in Tehsil Bara of District AllahabadUttar Pradesh and all the three units were in operation. Since the operations of PPGCLwere not satisfactory due to paucity of working capital/ limited resource of the Companythus resulting in losses. As such the Company was not being able to pay interestregularly from February 2017 onwards. The lenders in the JLF meeting held on 20thNovember 2017 decided to invoke the entire pledge of shares of Company's holding inPPGCL pledged as collateral security for financing of PPGCL and on 18.12.2017

SBICAP Trustee Company Limited (SBICAP) transferred the entireshareholding of Company in PPGCL (equivalent to 89.47% of total capital of PPGCL) in itsname on behalf of the Lender(s). SBICAP vide letter dated 19th December 2018 had furtherinformed that the Lenders had further decided to change the ownership of PPGCL by way oftransfer of the Pledged Equity Shares and Pledged Preference Shares under a ResolutionPlan in accordance with the extant guidelines and regulations of the Reserve Bank ofIndia.

A Share Purchase Agreement (SPA) was entered into on 13th November2018 by and amongst the Banks and Financial Institutions (as the Lenders) Resurgent PowerVentures Pte. Ltd. Singapore (as the Investor) Renascent Power Ventures Private LimitedMumbai (as the Purchaser) PPGCL (as the Company) and SBICAP Trustee Company Limited (asthe Seller) to sell to the Purchaser on the completion of commencement date the EquityShares and the Preference Shares together with all rights benefits and entitlementsattaching thereto free and clear of any Encumbrances for the consideration in accordancewith this Agreement. For approval of change in Management of PPGCL SBI approached toUPPCL who asked SBI to approach to UPERC for their approval. UPERC in its order dated29th March 2019 has approved the change of Management subject to Resurgent Powerreducing fixed capacity charges by Rs. 0.14 per unit in each year for the remaining termsof the PPA starting from

01.04.2020 and also withdraw all the cases filed by

PPGCL against UPPCL in UPERC. Against the order of

UPERC Resurgent Power filed Appeal in APTEL. APTEL vide its orderdated the 27th September 2019 upheld the approvals/waiver/ relaxation granted by UPERCbut without any reduction of adopted tariff.

SBICAP Trustee vide its letter dated 2nd December 2019 had informedthat all the equity shares and preference shares would be transferred to new entity viz.Renascent Power Ventures Private Limited w.e.f. 4th December 2019. The shares held byJPVL in PPGCL have since been transferred to Renascent Power Ventures Private Limited andall the existing directors of PPGCL had resigned from the Board of PPGCL w.e.f. 4thDecember 2019.

2. MADHYA PRADESH JAYPEE MINERALS LIMITED (MPJML)

Incorporated on 21st February 2006 MPJML is a JV Associate of JAL.TheJV Partner of this company is Madhya Pradesh State Mining Corporation Limited (MPSMCL).49% of its share capital is held by JAL and

51% by MPSMCL.

Amelia (North) Coal Mine was allotted to Madhya Pradesh StateMining Corporation Limited (MPSMCL) by Ministry of Coal in the year 2005. MPSMCLdecided to develop the Coal Mine through JV route and selected Jaiprakash AssociatesLimited as JV partner through competitive bidding. MPJML was incorporated for productionand supply of coal to Jaiprakash Power Venture Limited (JPVL) for its 2 X 660 MWNigrie Thermal Power Plant. MPJML after obtaining necessary approvals and permissions fromstatutory authorities including permission to open the mine started production in December2013 with coal production of 4600 tonne in the year 2013-14. The production in Amelia(North) coal block was enhanced synchronizing the same with commissioning of Unit I (I X660MW) of Nigrie Thermal Power Plant in the month of September 2014.

Hon'ble Supreme Court of India through its judgment dated 24thSeptember 2014 cancelled 204 Coal Mines allocated between 1993 and 2011. Amelia (North)Coal Mine was amongst 204 Coal Mines cancelled by Hon'ble Supreme Court of India.Subsequent to cancellation of the Coal Block by Hon'ble Supreme Court of India duringFY 2014-15 the said coal block was allocated to new allottee (JPVL) by the Ministry ofCoal Government of India. In terms of The Coal Mines (Special Provisions) Act 2015 thenew allottee was to pay to the prior allottee a fixed amount for the value of Land andMine

Infrastructure cost of preparation of geological report borne by theprior allottee cost of obtaining all statutory licenses permits permissions approvalsclearances or consents relevant to mining operations borne by the prior allottee and thetransaction expenses.

The Ministry of Coal (MOC) had admitted an amount of Rs.136.58crores (including transaction expenses of Rs.16.85 Lacs) to MPJML as acompensation for land and mine infrastructure.

After cancellation of Amelia (North) Coal Mine MPJML is left with nobusiness operation to do. Therefore MPSMCL the holding Company of MPJML is seekinglegal advice for initiating action for winding up the Company. JAL has already given itsapproval for winding up of MPJML.

The financial position of MPJML for the financial year

2019-20 is as under:

(Rs. in Crore)

Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 0.29 1.47
2 Total Expenses 0.04 0.04
3 Exceptional/Extra- - -
ordinary items
4 Profit before Tax 0.25 1.43
5 Profit after Tax 0.21 1.03
6 Total Comprehensive 0.21 1.03
Income
(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(B) ASSETS & LIABILITIES
1 Non Current Assets 7.11 6.87
2 Current Assets 5.38 5.40
3 Total Assets (1+2) 12.49 12.27
4 Equity Share Capital 61.22 61.22
5 Other Equity (148.43) (148.64)
6 Non Current Liabilities 98.99 98.99
7 Current Liabilities 0.71 0.70
8 Total Equity & Liabilities 12.49 12.27
(4+5+6+7)

3. MP JAYPEE COAL LIMITED (MPJPCL)

Incorporated on 14th May 2009 MPJPCL is a JV Associate of JAL. The JVPartner of this company is Madhya Pradesh State Mining Corporation Limited (MPSMCL). 49%of its share capital is held by JAL and 51% by MPSMCL.

Dongri Tal-II Coal Mine was allocated to Madhya Pradesh StateMining Corporation Limited (MPSMCL) by Ministry of Coal in the year 2008. MPSMCL decidedto develop the Coal Mine through JV route and selected Jaiprakash Associates Limited as JVpartner through competitive bidding. MPJPCL was incorporated as a special purpose vehiclefor producing and supplying coal from Dongri Tal II to Jaiprakash Power Ventures Limited(JPVL) for its 2 X 660 MW Nigrie Super Thermal Power Plant. MPJPCL had made substantialprogress in obtaining approvals and permissions from statutory authorities and haddeveloped the Coal Mine and was about to start production of Coal. In the meantime on24th September 2014 the Supreme Court of India through its judgment cancelled 204 CoalMines allocated between 1993 and 2011. Dongri Tal-II Mine was amongst 204 Coal Minescancelled by the Supreme Court of India. Subsequent to cancellation of Coal Blocks theMinistry of Coal through the Nominated Authority had started the process for electronicauction of Coal Mines. However Dongri Tal-II is yet to be allocated to a new party. Thenew allottee will pay to the company (MPJPCL) a fixed amount for the value of land andMine Infrastructure etc. In view of this till the auction of Coal Block and itsreallocation to a new party and receipt of compensation amount MPJPCLneeds to continueits operations for protection of its rights maintenance of infrastructure etc.

The financial position of MPJPCL for the financial year

2019-20 is as under:

(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 0.01 0.02
2 Total Expenses 2.73 3.29
3 Exceptional/Extra- ordinary items - -
4 Profit before Tax (2.72) (3.27)
5 Profit after Tax (2.72) (3.27)
6 Total Comprehensive Income (2.72) (3.27)
(B) LIABILITIES & ASSETS
1 Non Current Assets 82.71 82.75
2 Current Assets 0.35 0.31
3 Total Assets (1+2) 83.06 83.06
4 Equity Share Capital 10.00 10.00
5 Other Equity (44.86) (42.13)
6 Non Current Liabilities - -
7 Current Liabilities 117.92 115.19
8 Total Equity & Liabilities 83.06 83.06
(4+5+6+7)

4. MP JAYPEE COAL FIELDS LIMITED (MPJPCFL)

Incorporated on 4th January 2010 MPJCFL is a JV Associate of JAL. TheJV Partner of this company is Madhya Pradesh State Mining Corporation Limited (MPSMCL).49% of its share capital is held by JAL and

51% by MPSMCL.

Mandla (South) Coal Mine was allotted to Madhya Pradesh StateMining Corporation Limited (MPSMCL) by the Ministry of Coal in the year 2007. MPSMCLdecided to develop the Coal Mine through the JV route and MPJCFL was incorporated formining and sale of coal produced from Mandla (South) Coal Mine.

While the mining activities including the process of obtainingnecessary approvals and permissions were in progress the Supreme Court of India vide itsjudgement dated 24th September 2014 cancelled 204 Coal Blocks allocated between 1993 and2011. Mandla (South) Coal Mine was amongst the Mines cancelled by the Supreme Court.Subsequent to the Supreme Court judgment the Ministry of Coal through the process ofe-auctioning had allocated Mandla (South) Coal Block to Jaypee Cement Corporation Limited(JCCL) a wholly-owned subsidiary of JAL in March 2015. MPJPCFL had incurred anexpenditure of approx. Rs.

26.90 crore on the Mandla (South) Coal Mine. MPJCFL accordinglypreferred a claim with the Nominated Authority Ministry of Coal as per procedure. Asagainst the claim of Rs. 26.90 crore the Ministry has admitted an amount of Rs.22.91crore as compensation for the expenditure incurred by MPJCFL on creating ‘MiningInfrastructure'.

After cancellation of Mandla (South) Coal Block MPJCFL is left with nobusiness operation to do. Therefore the Board of MPJCFL had decided to obtain consent ofits promoters viz. JALand MPSMCL for initiating the process for voluntary winding up ofMPJCFL. Consent of JAL has since been received while consent of MPSMCL is being awaited.

The financial position of MPJPCFL for the financial year 2019-20 is asunder:

(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue 0.02 0.02
2 Total Expenses 0.01 0.01
3 Exceptional/Extra- ordinary items - -
4 Profit before Tax 0.01 0.01
5 Profit after Tax 0.01 0.01
6 Total Comprehensive Income 0.01 0.01
(B) ASSETS & LIABILITIES
1 Non Current Assets - -
2 Current Assets 0.40 0.38
3 Total Assets (1+2) 0.40 0.38
4 Equity Share Capital 10.00 10.00
5 Other Equity (9.61) (9.62)
6 Non Current Liabilities - -
7 Current Liabilities 0.01 -
8 Total Equity & 0.40 0.38
Liabilities (4+5+6+7)

5. RPJ MINERALS PRIVATE LIMITED (RPJM)

RPJM did not undertake any operational activity during the year 2019-20pertaining to its business of mining of minerals etc. JAL holds 43.83% of its Equityshare capital. RPJM has two wholly-owned subsidiaries viz. Sarveshwari Stone ProductsPrivate Limited (SSPPL) and Rock Solid Cement Limited (RSCL) which are alsoengaged in similar lines of business activities. The Government of Madhya Pradesh hasgranted Prospecting License for limestone to both these companies in Distt. Satna inMadhya Pradesh. RSCL has carried on detailed geological investigation and application forMining Lease has been submitted to the Government of Madhya Pradesh (GOMP). ForSSPPL

detailed geological investigation is on and it shall submit in duecourse necessary application for Mining Lease to GOMP.

The financial position of RPJM for the Financial Year 2019-20 isas under:

(Rs. in Crore)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue (from other income) 0.05 0.05
2 Total Expenses 0.17 0.35
3 Profit before Tax (0.12) (0.29)
4 Profit after Tax (0.12) (0.29)
5 Total Comprehensive Income (0.12) (0.29)
(B) ASSETS & LIABILITIES
1 Non Current Assets 12.65 12.67
2 Current Assets 3.02 3.14
3 Total Assets (1+2) 15.67 15.81
4 Equity Share Capital 1.68 1.68
5 Other Equity 5.55 5.67
6 Non Current Liabilities - -
7 Current Liabilities 8.44 8.46
8 Total Equity & Liabilities (4+5+6+7) 15.67 15.81

6. SONEBHADRA MINERALS PRIVATE LIMITED (SMPL)

SMPL did not undertake any operational activity during the year 2019-20pertaining to its business of mining of minerals etc. JAL holds 48.76% of its Equityshare capital. The financial position of SMPL for the Financial Year

2019-20 is as under:

(Rs. Crores)
Year ended 31/03/2020 Year ended 31/03/2019
(A) PROFITABILITY
1 Gross Total Revenue - -
2 Total Expenses 0.03 0.01
3 Profit before Tax (0.03) (0.01)
4 Profit after Tax (0.03) (0.01)
5 Total Comprehensive Income (0.03) (0.01)
(B) ASSETS & LIABILITIES
1 Non Current Assets 0.23 0.25
2 Current Assets - -
3 Total Assets (1+2) 0.23 0.25
4 Equity Share Capital 0.48 0.48
5 Other Equity (0.54) (0.51)
6 Non Current Liabilities - -
7 Current Liabilities 0.29 0.28
8 Total Equity & Liabilities (4+5+6+7) 0.23 0.25

.