Jaiprakash Associates Ltd

The Members,

The Directors of your Company are pleased to present the 13th Annual Report togetherwith the Audited Accounts of the Company for the year ended March 31, 2010.

WORKING RESULTS

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

The results of the current year reflect a robust growth over that of previous year asunder: -

DIVIDEND

For the financial year 2009-10, your Directors had declared one interim Dividend ofRe.0.54 per equity share of Rs.2 each (27%) on October 21, 2009, absorbing an aggregateamount of Rs.75.71 Crores (excluding Dividend Tax of Rs.12.87 Crores). The Board hasrecommended a final dividend (proposed) of Re.0.54 per equity share of Rs.2 each, i.e.,27% which will be paid after your approval at the ensuing Annual General Meeting. Thefinal dividend will absorb an amount of Rs.114.73 Crores (excluding dividend tax ofRs.19.06 Crores).

Thus, the total dividend of 54% for the year would result in aggregate payout ofRs.190.44 Crores (excluding Dividend Tax of Rs.31.93 Crores).

CONVERSION OF WARRANTS INTO EQUITY SHARES

In accordance with the approval of Shareholders, the Company had issued 5,00,00,000(five crore) Warrants on preferential basis to a Promoter Group Company, entitling theholder to apply for allotment of one Equity share of Rs.2 each at a premium of Rs.395 onfull payment, per Warrant, in one or more tranches. Out of the 5,00,00,000 (five crore)Warrants, 1,00,00,000 (one crore) Warrants were converted into 1,00,00,000 (one crore)Equity Shares of Rs.2 each at a premium of Rs.395 per share on October 10, 2008. Againstthe balance 4,00,00,000 (four crore) Warrants the Company had received an advance ofRs.158.80 crores. The promoters had the option to get the outstanding Warrants convertedinto equity shares by paying the balance amount by July 21, 2009, which was not receivedby the Company by the said date and the Warrant got lapsed resulting in forfeiture of theaforesaid advance of Rs.158.80 Crores.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the year under report, 99.95% of the FCCBs-1 (Issue size -USD 100 million)having aggregate face value of USD 99.95 million, have been converted and the Company hasremitted an aggregate amount of USD 66,042.95 representing maturity amount & theinterest payable on the balance 0.05% outstanding Bonds on the maturity date viz. February17, 2010. With the aforesaid redemption, FCCBs-1 stands fully extinguished from February17, 2010.

The particulars about conversion, outstanding amount, coupon, listing etc. of FCCBs-II(Issue size Euro 165 million) & FCCBs-III (Issue size - USD 400 million) are detailedin para 26 of the Corporate Governance Report forming part of this Report.

EMPLOYEE STOCK PURCHASE SCHEME

During the year, 1,25,00,000 (One Crore Twenty Five Lacs) Equity Shares of Rs.2 each ofthe Company were allotted to "Jaypee Group ESPS, 2009 Trust", on December 14,2009 on receipt of the issue price of Rs.60 per share, including premium of Rs.58 pershare, for ultimate transfer to the eligible employees (including Directors) of theCompany and its subsidiaries in terms of the SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999 under the Employee Stock Purchase Schemeof the Company namely "Jaypee Employee Stock Purchase Scheme, 2009" (theScheme).

As the allocation of shares to the eligible employees by the Trust is under process,the employee-wise details of shares issued to Senior Managerial Personnel will beavailable in due course. It is, however, confirmed that :

(a) there is no employee who shall be entitled to shares in any one year amounting to5% or more shares issued during that year; and

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

The computation of Basic and Diluted "Earnings Per Share" on account of newcapital issued during the year, including the shares issued under the ESPS, is given underNote 35 to the Notes on Accounts in Schedule T. Consequent upon issuance of shares underESPS (including Bonus thereon), the Earning Per Share (EPS) stood diluted by Re.0.02. Thestatutory auditors have certified due compliance of the guidelines on the subject.

BONUS ISSUE

During the year, the Company issued 707,280,317 Bonus Shares on December 19, 2009, inthe ratio of ONE Bonus Equity Share of Rs.2 for every TWO Equity Shares of Rs.2 each heldin the Company, as on the Record Date i.e. December 18, 2009, in terms of the Shareholdersapproval accorded through Postal Ballot on December 8, 2009.

CHANGES IN SHARE CAPITAL

The paid-up capital of the Company on April 1, 2009 stood at Rs.236,76,01,158, dividedinto 118,38,00,579 Equity Shares of Rs.2 each.

During the year under report, further shares were issued as under :-

Thus, as on March 31, 2010, the paid-up capital of the Company stood increased toRs.4,24,92,40,490, divided into 2,12,46,20,245 Equity Shares of Rs.2 each.

OPERATIONS

1.0 ENGINEERING DIVISION

1.1 New Contracts

1.1.1 During the year under report, your Company was awarded the followingcontracts :

(i) Construction of Sewer System including replacement of old sewer raising main atParikarma Marg at Varindavan, Distt. Mathura the contract value of the work awarded toyour Company is Rs.9.64 crore;

(ii) Construction of Drains in Parikarma Marg area for the project water drainage forVarindavan Town, Distt. Mathura, awarded to JAL at a contract price of Rs.9.34 crore;

Besides the aforesaid contracts, the Company was awarded the contract for developmentof section of Agra Inner Ring Road, with a length of about 20.5 kilometer which wasrequired to be implemented through a Special Purpose Vehicle (SPV). Accordingly, JaypeeAgra Vikas Limited (JAVL) was incorporated for the purpose and the project is beingimplemented by JAVL.

1.1.2 Your Company on its own has been prequalified to participate in thetenders for the following projects :

(i) Eastern Peripheral Expressway in the States of Haryana and Uttar Pradesh on BOT(Toll) basis;

(ii) 8-lane access controlled expressway on the right Bank of Upper Ganga Canal inUttar Pradesh on DBFOT basis; and

(iii)Civil & Hydro-mechanical works including Penstock liners of VishnugadPipalkoti Hydro Electric Project (4 x 111 MW) in the State of Uttarakhand on EPC contractbasis;

(iv)Setting up of an Industrial Project in Kannuar, Kerala.

1.1.3 Your Company has also submitted Application for Prequalification for Head RaceTunnel and Power House Complex (Dibang Lot:4) of 3000MW Dibang Multipurpose Project inArunachal Pradesh and is expected to be qualified soon.

1.2 Works in Progress

The status of the Projects being presently executed by the Company is given below :

Work of Sri Rama Sagar Project Flood Flow Canal Package 2 in Andhra Pradesh has beencompleted.

The progress of work on all the projects is generally satisfactory.

Operations

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

Zone-wise Capacity Chart of Cement Division is as under :

* Includes 4.3 MTPA of two JV/subsidiary companies of Jaiprakash Associates Limited.

** 2.20 MTPA of JV/Subsidiary of Jaiprakash Associates Limited.

During the financial year 2009-10, Productivity Indices of the operating units were asunder:

Note: The above figures are inclusive of trial run for newly commissioned plants.

2.1 Operational Performance

During the year the Company has successfully commissioned its Clinkerisation Plant atBaga and Grinding Facilities at Bagheri, Roorkee and Wanakbori. In addition the Companyhas successfully commissioned Captive Power Plants at Chunar and Sewagram.

Cement Production has increased to 10.69 Million Tonnes in 2009-10 from 7.63 MillionTonnes in 2008-09.

Cement dispatch including Clinker Sale has also increased to 10.98 Million Tonnes (andto 11.22 Million Tonnes after taking into account Despatches from M/s Bhilai Jaypee CementLimited, a subsidiary of Jaiprakash Associates Limited) in 2009-10 from 7.64 MillionTonnes in 2008-09.

2.2 Expansion Plans

The Company is expanding its Cement Production Capacity to 29.25 MTPA. An additionalcapacity of 4.3 MTPA is being added through Joint Ventures with SAIL (Steel Authority ofIndia Limited) taking the Group's total capacity to 33.55 MTPA by 2011 which will makeJaypee Group the 3rd largest Cement producing group in India.

The implementation of the on-going Projects is progressing satisfactorily.

3.0 HOTELS DIVISION

Presently the Hotels Division of the Company has four 5 Star luxury properties,strategically located to service the needs of discerning business and leisure travelers.In New Delhi, the Division has two hotels - Jaypee Siddharth with 94 rooms and JaypeeVasant Continental with 119 rooms. The largest property of the Company Jaypee Palace Hoteland Convention Centre is located at Agra with an inventory of 341 rooms. Jaypee ResidencyManor at Barlowganj, Mussoorie in Uttarakhand has 90 rooms and soon the hotel shall add 45rooms more to its inventory.

Jaypee Palace Hotel and Convention Centre, Agra has been awarded under the category"Best Convention Centre Hotel" by Ministry of Tourism, Govt. of India.

The Jaypee Group has integrated the traditional Indian hospitality with modern systemsand processes to create a contemporary and competitive Indian hospitality brand. All thefour properties are HACCP and ISO certified (Jaypee Palace Hotel, Agra -ISO 9001:2008;Jaypee Siddharth, New Delhi Quality Management System - ISO 9001:2008 and EnvironmentManagement System - ISO 14001:2004; Jaypee Vasant Continental, New Delhi QualityManagement System -ISO 9001:2008 & Environment Management System - 14001:2004; JaypeeResidency Manor, Mussoorie ISO 22000: 2005 (FSMS) Food Safety Management System.

Jaypee Greens Golf & Spa Resort, Greater Noida is scheduled to open in July 2010 byrevealing the best in 5 star luxury. Jaypee Greens Golf and Spa Resort is set amidst 60acres of pristine land along with the international championship 18 hole Greg Norman GolfCourse and world renowned "Six Senses Spa" with 169 rooms.

The Hotel Division faced the after effects of 26/11 incident in Mumbai and continuedeconomic downturn during the year 2009-10. The situation got compounded with globalslowdown resulting in reduced business and leisure travel both within and into India.Despite these tough situations and competitive market conditions the Hotel divisionmanaged to increase the overall occupancy percentage by 2%. To offset the revenuesdecrease in room segment, the division managed to increase the revenue from its Food &Beverage operations by 5%. The performance of the Hotel Division is expected to be muchbetter in view of the improvement in the business of the Hotel Industry.

Jaypee Greens Greater Noida

Spread across 452 acres, Jaypee Greens at Greater Noida is the maiden golf centricresidential project of your Company. The project integrates Luxury Villas and Apartmentswith an 18 Hole Greg Norman Signature golf course, 9 hole Chip & Putt golf course,landscaped parks and lakes along with an Integrated Sports Club, 60 acre Nature Reserve,an upcoming Resort & Spa hotel, Town Centre etc. During the year under report, JaypeeGreens Greater Noida has bagged several prestigious International awards including the‘Best Golf Development’, ‘Best Apartment’ for Sea Court and ‘BestDevelopment’ for The Estate Homes at the prestigious ‘Bloomberg-Asia PacificInternational property Awards’ supported by New York Times held at Hong Kong. Thesewere further complimented by the ‘Upcoming Residential Township’ Award at theRealty Plus Excellence Awards.

Jaypee Greens Noida

Second real estate project - Jaypee Greens Noida being developed by Jaypee Group is anepitome of extraordinary living. Spread over 1162 acres, it has been designed as a new andexciting place to live, work and play. It offers wide range of residences from independenthomes to high-rise apartments and penthouses, numerous Graham Cooke designed golffacilities, landscaped parks and lakes along with excellent education facilities,international standard health care facilities, various recreational and entertainmentcenters.

Within the Noida development, new residential communities - Jaypee Greens Kosmos,Jaypee Greens Kensington Park have been introduced which is a combination of residentialplots and Hi rise residential apartments. In the premium segment, The Augusta Homes werewell received by the market. These exclusive homes are located on the center of the 9 Holeand the 18 Hole golf course. As a testimony to the quality and vision of WishTown, theKallisto Town Homes were awarded the ‘Best Development’ at the prestigious‘Bloomberg-Asia Pacific International property Awards’,

Jaypee Greens AMAN

Jaypee Greens third residential project Jaypee Greens AMAN at sector 151 is located onthe fast developing Noida-Greater Noida expressway and offers 2 & 3 BHK apartments.Spread over 70 acres, the project also comprises Chip & Putt golf course, Gardens,Walkways, Fountains, Sports facilities, Social amenities like Shopping Complex, SocialClub with Swimming pools, Gymnasiums. Primary and Senior Secondary Schools, Creche,Kid’s play area etc.

Jaypee Greens Sports City

The Jaypee Greens Sports City located on the Yamuna Expressway, is the latest projectlaunched by Jaypee Greens and comprises of a 350 hectare for an International Motor racingtrack, cricket, and other sports stadia. The development will be divided into variousthematic districts offering commercial, residential and institutional facilities. TheCommercial areas will offer well defined areas for elaborate financial and civic centers,along with the Residential Districts will have a vast range of products including villas,town homes, residential plots and mid to high rise apartment blocks, with regular watersupply and 24 hours electric power supply, to suit the requirements of all. Appreciationof the uniqueness of the vision behind Sports City has got International recognition atthe Bloomberg Asia Pacific Property Awards where Jaypee Greens Sports City was awarded the‘5 Star Award’ in the category for ‘Best Mixed Use Development’.

The work on all these projects is progressing satisfactorily.

A. WIND POWER PROJECT

The Company has been operating Wind Power Project of 49 MW (40.25 MW in Maharashtra and8.75 MW in Gujarat), which was fully commissioned by March 31, 2008.

The electricity generated from the Project is being sold to Maharashtra StateElectricity Distribution Company Ltd. (MSEDCL) in Maharashtra and Gujarat Urja Vikas NigamLimited (GUVNL) in Gujarat. The energy sold and the revenue from sale of electricity inthe year 2009-10 are 86.7 million Units & Rs.31.76 Crore respectively against 80million Units & Rs.28.27 Crore in the year 2008-09.

B. DEVELOPMENT OF DONGRI TAL II AND MANDLA (SOUTH) COAL BLOCKS IN MADHYA PRADESH

(a) Madhya Pradesh Jaypee Coal Limited (MPJCL) has been incorporated on May 14, 2009,as a joint venture with Madhya Pradesh State Mining Corporation Ltd.( MPSMCL) for miningand sale of Coal from Dongri Tal-II Coal Block at Singrauli in Madhya Pradesh. MPSMCL willhold 51% of the issued equity shares of MPJCL in consideration for the mining rightsgranted to the Joint Venture Company and your Company would hold 49% equity in the saidJoint Venture Company. The JV Company will thus be treated as a Government company withinthe meaning of Section 617 of the Companies Act, 1956. The progress of the Project issatisfactory and the same is expected to be commissioned by September, 2012.

(b) Madhya Pradesh Jaypee Coal Fields Limited (MPJCFL) has been incorporated on January4, 2010, as a joint venture with Madhya Pradesh State Mining Corporation Ltd. (MPSMCL) formining and sale of coal from Mandla (South) Coal Block in District Chhindwara (M.P.).

MPSMCL holds 51% of the issued equity capital of MPJCFL in consideration for the miningrights granted to the JVC from Mandla (South) Coal Block and your Company would hold 49%of the equity capital in the said company. The JV Company will thus be treated as aGovernment company within the meaning of Section 617 of the Companies Act, 1956. Necessarysteps have been taken to obtain requisite clearances including Environment Clearance.

(c) Mandla (North) Coal Block in District Chhindara (MP) has been awarded to yourCompany for mining of coal. Necessary steps have been taken to obtain requisite clearancesincluding Environment Clearance.

The Plant has successfully completed one year of operation taking 300-350 MT/ daygarbage of the city of Chandigarh as per agreement without any breakdown even on a singleday. The plant is serving the twin purpose of keeping the city clean and to conserve theenergy resources available in the form of producing fuel called Refused Derived Fuel(RDF). RDF (in fluff form), the final product of the plant, is being disposed offcommercially and is becoming popular as a good substitute of conventional fuel in theindustry located around Chandigarh.

The Plant has been awarded for "Excellence in Solid Waste Management" byAndhra Pradesh Technology Development and Promotion Center, which is a autonomous societyof CII, Govt. of AP & TIFAC (Under Govt. of India). The nominations for this awardhave been evaluated based on criteria viz. Scope of Work, Innovation/Effort, Technology,Processes and Systems, Aesthetics and Project Sustainability.

As reported in the last Annual Report, the seismic exploration activities had commencedas scheduled in the largest onshore oil-gas block in the ‘South Rewa Basin’ inMadhya Pradesh, awarded to your Company under NELP-VI Round. Your Company has 90% interestin the block and the consortium partner Prize Petroleum Company Limited who is the‘Operator’ has 10% interests. The 1st phase of exploration is scheduled to becompleted in the year 2012. The completion of 1st phase shall prima-facie establish thepresence of hydrocarbons for pursuing the next phase.

The seismic exploratory surveys have been processing as planned. Geological Survey,Gravity-Magnetic Survey (API) have been successfully completed. 2D and 3D seismic surveys(API) have been progressing well and substantial areas in the awarded oil-gas block havebeen covered. The work is also progressing well on other committed programmes includingpreparatory works for drilling of exploratory wells. The completion of 1st phase of theexploratory program is targeted to be completed on schedule.

The Company is on the constant look out for attractive ‘farm-in’opportunities in the up-stream oil & gas sector and also considering to participate inthe bidding for oil and natural gas blocks under New Exploration Licensing Policy-9thRound (NELP-IX) and for Coal Bed Methane (CBM) blocks in the next Round for which theGovernment of India is expected to announce the bidding programme by the end of 2010.

E. OTHER DIVERSIFICATION INITIATIVES

Company’s other diversification initiatives include development and mining ofCoal, setting-up of pit-head based Thermal Power Station, construction of Expressways,development of Sports Complex and Fertilizer business. These are being implemented throughdifferent subsidiaries of the Company. Details of these initiatives are furnished underthe heading Subsidiaries.

SUBSIDIARIES

As on March 31, 2010, the Company has sixteen subsidiaries which are engaged indifferent business activities, as under:

1. Jaiprakash Power Ventures Limited

2. Jaypee Arunachal Power Ltd.

3. Bina Power Supply Co. Ltd.

4. Jaypee Karcham Hydro Corporation Limited

5. Jaypee Powergrid Limited.

6. Sangam Power Generation Co. Ltd.

7. Prayagraj Power Generation Co. Ltd.

8. Bhilai Jaypee Cement Limited

9. Bokaro Jaypee Cement Limited

10. Gujarat Jaypee Cement & Infrastructure Limited

11. Madhya Pradesh Jaypee Minerals Ltd.

12. Jaypee Infratech Limited

13. Jaypee Ganga Infrastructure Corporation Limited.

14. Himalyan Expressway Limited

15. Jaypee Agra Vikas Limited

16. JPSK Sports Private Limited

The status of the aforesaid subsidiaries is as under:

POWER AND RELATED BUSINESS

1. Jaiprakash Power Ventures Limited (JPVL)

(formerly known as Jaiprakash Hydro-Power Limited)

AMALGAMATION

During the year under report, erstwhile Jaiprakash Power Ventures Limited (TransferorCompany) was amalgamated with Jaiprakash Hydro-Power Limited (Transferee Company), bothsubsidiaries of your Company, w.e.f. the Appointed Date viz. April 1, 2009, and the nameof the Transferee Company was changed to Jaiprakash Power Ventures Limited (JPVL) in termsof the Scheme of Amalgamation sanctioned by Hon’ble High Court of Himachal Pradeshvide Order dated November 20, 2009 which was filed with the Registrar of Companies onDecember 14, 2009 thereby making the amalgamation effective from the said date.

OPERATIONS

Consequent upon the amalgamation, as aforesaid, all Projects including the 400 MWVishnuprayag Hydro Power Station of the Transferor company stood vested in the Transfereecompany, now known as JPVL. The performance of the company’s power stations and theEnergy generation during the year under report was quite satisfactory, as detailed below:-

NATIONAL AWARDS

Baspa-II Hydro Power Station has once again been conferred with SILVER SHIELD FOR BESTPERFORMANCE UNDER HYDRO POWER STATION PERFORMANCE AWARD FOR THE YEAR 2008-09 inrecognition of its meritorious performance. The award has been instituted by Ministry ofPower, Government of India. The award was presented by the Hon’ble Minister of Powerat a function organized at Vigyan Bhawan, Maulana Azad Road, New Delhi on January 29,2010.

400 MW Vishnuprayag Project was awarded FIRST PRIZE IN "EXCELLENCE IN FAST TRACKPOWER PROJECT EXECUTION-HYDRO" in Indian Electricals and Electronic ManufacturersAssociation (IEEMA) Power Awards-2008.

VERIFIED EMMISSION REDUCTIONS

Baspa-II Plant has 21,52,595 VERs to its credit which have been verified upto August,2009, after sale of 3,00,000 VERs for Rs.7.86 crore during the year under report. As forVishnuprayag plant, Sale consideration aggregating Rs. 33.28 crore in respect of VERsgeneration during the period October, 2008 to September, 2009 were received during theyear under report. Further, the Company’s 1320 MW Jaypee Nigrie Super Thermal PowerProject in Madhya Pradesh shall be eligible for CERs under Clean Development Mechanism(CDM). The company has appointed validation Agency for the purpose.

1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT

The work on 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie,Distt. Singrauli in Madhya Pradesh being implemented by JPVL is progressingsatisfactorily.

The expected date of commissioning for Unit - I and Unit - II are end April, 2013 andend October 2013 respectively. The Nigrie Thermal Project is expected to utilize coal fromtwo captive coal blocks, the Amelia (North) and Dongri Tal II coal block with total coalreserves of 250 MT of coal. These coal blocks contain sufficient coal reserves to fuel theNigrie Thermal project over the long term.

MEGHALAYA H.E. PROJECTS

The Government of Meghalaya (GoM) had assigned the development of 450 MW Kynshi IIHydro-electric project and 270 MW Umngot Hydro-electric project on Build, Own, Operate andTransfer (BOOT) basis to JPVL. Necessary action has been taken to start the work relatingto survey & investigation etc. at the earliest.

These projects shall be implemented through Special Purpose Vehicle(s) proposed to beincorporated for the purpose.

240 MW KERALA THERMAL POWER PROJECT

JPVL shall be implementing 240 MW Thermal Power Plant in District Kannur in the Stateof Kerala. 66.4862 hectares of Land has been leased to the company by Kerala IndustrialInfrastructure Development Corporation (KINFRA). Further Steps/ approvals are being takenfor the implementation of the Project.

2. Jaypee Arunachal Power Limited (JAPL)

Jaypee Arunachal Power Limited (JAPL), presently a wholly owned subsidiary of JPVL isimplementing 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of ArunachalPradesh. As already reported last year, in due course, JPVL alongwith its associates willhold 89% of the Equity of JAPL and the balance 11% will be held by Government of ArunachalPradesh.

The Detailed Project Report (DPR) for the Lower Siang Project has been approved byCentral Electricity Authority. Accordingly, Phase I (1500 MW) is expected to becommissioned in 2016 and Phase II (1200 MW) is being planned to be commissioned by 2018.The 500 MW Hirong Project is expected to commence operations by 2018.

3. Bina Power Supply Company Limited (BPSCL)

BPSCL, the wholly owned subsidiary of JPVL, is setting up a Coal-based Thermal PowerPlant of 500 MW (2x250 MW) in the first phase against the total proposed capacity of 1500MW at Bina, Distt. Sagar, MP. The works on the project are progressing satisfactorily.

The Project (First Phase) has been appraised by the Banks and Financial Institutionswith IDBI as the Lead Bank. Debt syndication has been accomplished and FinancialAgreements executed in November, 2009. Thus the Financial closure has been achieved.

While the First Phase of 500 MW is expected to be commissioned in September 2011, theSecond Phase of 1000 MW will be commissioned by 2013.

4. Jaypee Karcham Hydro Corporation Limited (JKHCL)

JKHCL, subsidiary of your Company, is implementing the 1000 MW Karcham WangtooHydro-electric Project in District Kinnaur, Himachal Pradesh on Build, Own & Operatebasis.

The progress of the Project is quite satisfactory and is expected to be commissioned byMarch/April, 2011, i.e., ahead of schedule by around 7 months.

5. Jaypee Powergrid Limited (JPL)

Jaypee Powergrid Limited, a joint venture of Jaiprakash Power Ventures Limited andPower Grid Corporation of India Limited, a Central Government Power Utility Undertaking,is setting up Transmission Line for evacuation of Power from the Karcham Wangtoo Project,being developed by Jaypee Group.

Central Electricity Regulatory Commission has granted Transmission Licence to thissubsidiary and other Statutory/ Regulatory approvals required for the Transmission Projectare in place.

The progress of the Project is satisfactory and is expected to be completed well beforethe commissioning of the Karcham Wangtoo Project.

6. Sangam Power Generation Co. Ltd. (SPGCL) &

7 Prayagraj Power Generation Co. Ltd.(PPGCL)

As reported last year, two super critical technology boiler based Thermal PowerProjects are being implemented by Jaiprakash Power Ventures Ltd. (JPVL), a subsidiary ofyour Company, through the Special Purpose Vehicles formed for the purpose, which arepresently the wholly owned subsidiaries of JPVL.

1980 MW Karchana Thermal Power Project in Tehsil Karchana of Allahabad District isbeing implemented by Sangam Power Generation Company Ltd. (SPGCL) and is expected to becommissioned by the year 2014.

3300 MW Bara Thermal Power Project in Tehsil Bara of Allahabad Distt is beingimplemented by Prayagraj Power Generation Company Ltd. (PPGCL). While Phase I (1980 MW) ofthis Project is planned to be commissioned by the year 2014, Phase II (1320 MW) isexpected to be commissioned by 2016.

The work on both the Projects is progressing satisfactorily.

8. Bhilai Jaypee Cement Limited (BJCL)

The Clinkerisation Unit of the 2.2 Million Tonne per annum capacity split-located plantof the company (BJCL) at Babupur, Satna has been successfully commissioned in December2009, four months ahead of schedule. The Grinding Unit at Bhilai has also beencommissioned as per schedule.

9. Bokaro Jaypee Cement Limited (BOJCL)

The work on this 2.1 Million Tonne per annum capacity Project in Bokaro is progressingon a fast-track basis and construction of plant structures are in full swing. Orders forall main items of Plant & Machinery have also been placed by the company.

The Project is expected to be commissioned by July, 2011.

10. Gujarat Jaypee Cement & Infrastructure Limited (GJCIL)

The company was incorporated as a Joint Venture between Jaiprakash Associates Limited(JAL) and Gujarat Mineral Development Corporation Limited (GMDC) to implement a 2.4Million tones per annum capacity cement plant in District Kutch, Gujarat, setting up anSEZ for mineral based industries, construction of a captive jetty in Distt. Kutch forexport of Cement and other products manufactured in the SEZ, setting up a power station toprovide for energy needs of the SEZ and setting up such other mineral based and valueadding industries in the SEZ.

Necessary action has been taken for acquisition of land and for obtaining otherstatutory approvals.

Environment impact assessment on the identified land has, in the meanwhile, been madeand clearance from State Wild Life Protection & Forest Dept has also been received forthe proposed cement plant. Environmental Clearance is expected to be received as soon asthe identified Government land is transferred in company’s name. Technicalconsultants are also working on the engineering of the Project.

11. Madhya Pradesh Jaypee Minerals Limited (MPJML)

MPJML is a joint venture of your Company with Madhya Pradesh State Mining CorporationLimited (MPSMCL) for developing a Coal Block at Amelia (North) in Singrauli District inthe State of Madhya Pradesh. In terms of the Supplementary Agreement, while MPSMCL willhold 51% Equity, balance 49% would be held by your Company. The JV Company will thus betreated as a Government company within the meaning of Section 617 of the Companies Act,1956.

The work on the Project is progressing satisfactorily and the coal mining is expectedto commence from October, 2010.

12. Jaypee Infratech Limited (JIL)

The construction of Yamuna Expressway by JIL is progressing at a fast pace. As of March31, 2010, while, the earth work has been completed to the extent of 86%, Culverts 92%,Vehicular Underpasses/Minor Bridges etc. 70%, the Interchanges have been completed to theextent of 46%. The work of Pavement Quality Concrete (PQC) / Dry Lean Concrete (DLC) hasalso started on the Project. The company has deployed a sum of Rs.6508.34 Crores on theYamuna Expressway Project which has been met through equity of Rs.1250.00 Crores, debt ofRs. 4269.05 Crores and contribution from Real Estate development amounting to Rs.989.29Crores.

During the year under review the company has also sold 203.50 Lac Sqft of the‘Build up properties’ and ‘Developed plots’ across five of itsprojects aggregating to approx. Rs. 5991 Crores sales with a pre sales collection of Rs.1067 Crores. Your Company has created a niche for its projects in the affordable housingsegment and all projects launched by your Company have been met with great success.

Land Acquisition

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

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

13. Jaypee Ganga Infrastructure Corporation Limited (JGICL)

The Company, Jaypee Ganga Infrastructure Corporation Limited (JGICL) was incorporatedon March 18, 2008 as a wholly owned subsidiary of Jaiprakash Associates Limited forimplementation of the "Ganga Expressway Project" consisting of the prestigious1047 km long 8-lane Access-Controlled Expressway connecting Greater Noida withGhazipur-Ballia along the left bank of river Ganga along with the development of 12,281hectare of land parcels at eight different locations in Uttar Pradesh. The GangaExpressway Project was awarded on Design, Build, Finance and Operate (DBFO) basis. Afterobtaining necessary approvals, the Concession Agreement was executed between Uttar PradeshExpressways Industrial Development Authority and JGICL on March 23, 2008.

PROJECT IMPLEMENTATION

Preparatory work for the Project has started and necessary steps have been taken toobtain requisite approvals including Environment Clearance. Thereafter the process ofacquisition of land for construction of the Expressway and development of Land Parcelswill be initialed.

14. Himalyan Expressway Limited (HEL)

Himalyan Expressway Limited was incorporated as a Special Purpose Vehicle forimplementation of Zirakpur-Parwanoo Expressway Project in the States of Punjab, Haryanaand Himachal Pradesh. The EPC Contract for the project is being executed by your Company.

The Project consists of 17.44 Km of widening of existing two lane carriageway to fourlane and 10.14 Km of new four - lane bypass. The existing carriageway consists of sixBridges/Flyovers and six Pedestrian/Vehicular underpasses, 24 km of service roads and 24km of drains, while the bypass consists of eleven viaducts, five vehicular underpasses, 3km of service roads and 3 km of drains.

The work on the Project is progressing satisfactorily.

15. Jaypee Agra Vikas Ltd. (JAVL)

Jaypee Agra Vikas Limited, the wholly owned subsidiary of your Company, wasincorporated on 16th November, 2009 as a Special Purpose Vehicle to undertake the work fordevelopment of section of Agra Inner Ring Road, with a length of about 20.5 Kms. The workrelating to the project is progressing satisfactorily.

16. JPSK Sports Private Limited (JPSK)

JPSK is developing a green field state-of-the-art sports complex including Car RaceTrack, a Cricket Stadium and other related integrated support infrastructure includingtownship(s), for which total land measuring around 2500 acres has been allotted to JPSK.

The work on the Project is progressing satisfactorily and the Car Race Track will beready to host the first Formula One, Grand Prix of India in the year 2011.

FERTILIZER AND CHEMICALS BUSINESS

In terms of the approval of the shareholders, the Company is looking for theopportunities to diversify into Fertilizer and Chemicals Business.

CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect ofthe subsidiaries of the Company is annexed and forms an integral part of this Report. Theconsolidated financial statements of the Company and its subsidiary companies, prepared inaccordance with Accounting Standards (AS)-21 "Consolidated Financial Statements"prescribed by the Institute of Chartered Accountants of India, form part of the AnnualReport and Accounts.

In terms of the approval of the Central Government accorded under Section 212 (8) ofthe Companies Act, 1956 the Audited Balance Sheets as at March 31, 2010 in respect of thesubsidiaries of the Company have not been attached to the Balance Sheet of the Company.However, the requisite information for each subsidiary has been disclosed.

The annual accounts of the subsidiary companies and the related detailed informationwill be made available to the investors of the Company as well as of the subsidiarycompanies seeking such information at any point of time. The annual accounts of thesubsidiary companies will also be kept for inspection by any investor in Company’sHead Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of annual accounts of subsidiaries to any shareholder on demand. The Company has alsouploaded the details of the accounts of individual subsidiary companies on its websitei.e. www.jalindia.com.

The Directors are of the opinion that the subsidiaries of your Company have brightfuture.

OUTLOOK

Keeping in view the performance and future prospects of the Company’s business,the expansions and diversifications being undertaken and the business of its subsidiaries,your Company is poised for sustained growth and the outlook is bright.

DIRECTORATE

During the period under report, Shri Gopi K. Arora ceased to be a Director of theCompany consequent upon his demise on November 5, 2009. While paying tribute to late ShriGopi K. Arora who left for his heavenly abode, the members of the Board prayed for peaceto the departed Soul.

The Board places on record its appreciation for the valuable contribution of late ShriGopi K. Arora, Director during his tenure on the Board.

During the period under report, Shri V.K. Chopra was appointed as an IndependentDirector, w.e.f. September 1, 2009, in the casual vacancy caused due to the resignation ofShri ERC Shekar.

Further, Dr. B. Samal was also appointed as an Independent Director, w.e.f. September9, 2009, in the casual vacancy caused due to withdrawal of nomination of Shri M J Subbaiahby ICICI Bank Ltd.

Shri Sunny Gaur, Managing Director (Cement) was re-appointed for five years w.e.f.December 31, 2009.

Dr. J N Gupta was co-opted as an Independent Director, w.e.f. May 3, 2010, in casualvacancy of Shri Gopi K. Arora.

S/Shri R. N. Bhardwaj, M. S. Srivastava, B. K. Taparia, S. C. Bhargava and Pankaj Gaur,Directors would retire by rotation at the forthcoming Annual General Meeting of theCompany. Proposals for their re-appointment have been included in the Notice of the AnnualGeneral meeting for your approval. Since Shri V K Chopra and Dr. B Samal hold office ofDirector till the ensuing Annual General Meeting and proposal for their appointment asDirector has been received from a shareholder, the same has also been included in theNotice of the Annual General Meeting for your approval.

DEPOSITS

Fixed deposits received from the shareholders and the public as on March 31, 2010 stoodat Rs.1404.83 Crores. Deposits of Rs.3.71 Crores due for repayment on maturity remainedunclaimed by the depositors as on March 31, 2010.

PARTICULARS OF EMPLOYEES

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO

Particulars with respect to conservation of energy, technology absorption, foreignexchange earnings & outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956,read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988for the year ended March 31, 2010 are annexed and form an integral part of this Report.

NOTES ON ACCOUNTS

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

AUDITORS

M/s. M. P. Singh & Associates, Chartered Accountants, Auditors of the Company shallretire at the conclusion of the ensuing Annual General Meeting and, being eligible, offerthemselves for re-appointment.

CORPORATE GOVERNANCE

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

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

EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the excellent spirit with which the entireteam of the Company worked at all sites and other offices and achieved commendableprogress.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on therepresentation received from the operating management, certifications by the CEO and CFOto the Board of Directors and after due enquiry, confirm in respect of the audited annualaccounts for the year ended March 31, 2010 :

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

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

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

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to variousDepartments and Undertakings of the Central and State Governments, Industrial DevelopmentBank of India, The Life Insurance Corporation of India, General Insurance Corporation ofIndia and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited,Export-Import Bank of India and Consortium of Banks and valued customers, for theirvaluable support and co-operation.

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

ANNEXURE TO THE DIRECTORS’ REPORT

Information in pursuance to Sub-section 2A of Section 217 of the Companies Act, 1956 isgiven below:

Name of Employees, Designation/Nature of Duties, Gross Remuneration (Rs.),Qualification, Age (in years), Total Experience (in years), Date of commencement ofEmployment, Previous Employment:

A. Employed throughout the year and in receipt of remuneration aggregatingRs.24,00,000/- or more per annum

1. Shri Manoj Gaur, Executive Chairman, Rs.20,996,400, B.E. (Civil Hons.), 46, 25,November 1,1985, Jaiprakash Industries Limited.

2. Shri Sunil Kumar Sharma, Executive Vice-Chairman, Rs.19,700,722, B.Sc., 50, 32,January 1,1986, Jaiprakash Industries Limited.

3. Shri Sunny Gaur, Managing Director (Cement), Rs.8,400,652, Graduate, 41,17, February1, 1992, Jaiprakash Industries Limited.

4. Shri Pankaj Gaur, Joint Managing Director (Construction), Rs.7,377,606, B.E(Instrumentation), 39, 17, March 12, 2004, Jaiprakash Industries Limited.

5. Shri S. D. Nailwal, Director (Finance), Rs.5,317,270, B.A. (Com.), F.C.S, 62, 44,July 1, 1986, Jaypee Hotels Limited.

6. Shri R. K. Singh, Whole Time Director, Rs.4,665,955, B.Sc., B.E (Hons.) (CivilEngineering), 65, 42, September 1, 2007, Railway Board, Indian Railways.

7. Shri Ranvijay Singh, Whole Time Director, Rs.5,796,198, B.E (Civil), 44, 22,December, 14, 2007, Gujarat Anjan Cement Limited.

8. Shri G. P. Gaur, Executive Director, Rs.4,197,531, Intermediate, 62, 42, January 1,1986, Jaiprakash Industries Limited.

9. Shri Naveen Kumar Singh, Executive General Manager, Rs.4,339,731, B.Com, 35, 12,September 1, 1997, First Employment.

10. Shri Rahul Kumar, C.F.O., Rs.5,735,160, F.C.A., 42, 17, November 1, 2006,Jaiprakash Enterprises Limited.

11. Shri B. M Subbanna, President, Rs.2,875,791, LME, A.M.I.E.,70, 47, August 1, 1991,ECC.

12. Brig. Yogendra Parimu, President (HR), Rs.3,719,406, B.E.(Civil),69, 47, July 1,1995, Corps of Engineers, Indian Army.

13. Shri Atal Behari Kaushal, Sr. Joint President, Rs.3,144,136,B.Sc. Engg. (Mech.),70, 44, December 3, 1997, CCI.

14. Shri Virendra Singh Bajaj, President, Rs.3,063,074, B.Sc. Engg.(Chem), 59, 38,October 31, 1998, Union Beverages. 15. Shri B. P. S. Kwatra, President, Rs.3,281,798,M.SC.(AG), 67, 42,January 1, 2003, Prism Cement Limited.

16. Shri Bhanwar Lal Saini, Sr. President, Rs.3,376,674, A.M.I.E, 62, 43, October 25,2005, ACC Ltd. 17. Shri Sharad C. Agarwal, Joint President, Rs. 2,605,864,

M.B.A., 53, 29, November 4, 2006, Surya Roshni Limited . 18. Shri Ram Bahadur Singh,CFO Cement, Rs.4,871,607, F.C.A., 60, 37, July 15,1993, THDC Limited.

19. Shri Vijai Kumar Jain, Chief Technology Officer (Cement), Rs.4,984,089,B.E.(Mechanical), 59, 39, June 2, 1999, Prism Cement Limited.

20. Shri D. G. Kadkade, Chief Advisor (Engineering Services), Rs.3,385,579, B.E(Civil), FIE(I), Ph.D.(Philosophy), 79, 56, September 1, 2007, Jaypee Ventures Pvt. Ltd.

21. Dr. Yajulu Medury, Chief Operating Officer (Education),Rs.4,946,103, Ph.D(Engineering Mechanics), 52, 25, December 15, 2001, Educational Consultants India Limited.22. Shri Harish K. Vaid, Sr. President (Corporate Affairs) & Company Secretary,Rs.4,481,254, B.Com., D.C.A, LL.B, F.C.S., 56, 37, January 1,1986, Jaiprakash IndustriesLimited.

23. Shri S. K. Bansal, President, Rs.3,128,649, B.Sc., B. Arch (Roorkee), 73, 48,October 22,1981, Govind Ballabh Pant University.

24. Shri Dilbagh Singh, Sr. G.M. (Aviation), Rs.3,259,297, B.Sc.Commercial HelicopterPilot license, 55, 34, April 18, 2000, Indian Air Force. 25. Shri Ranbir Singh Kanwar,Chief Pilot, Rs.2,846,880, B.Sc. Commercial Helicopter Pilot license, 51, 29, June 15,2001, Indian Army.

26. Shri Chandra Kant Vyas, Pilot, Rs. 2,762,917, B.Sc., RHSCPMI, Type Examiner MI-26,52,

30, October 3, 2006, Indian Air Force . 27. Shri Sudhir Bagga, Pilot, Rs.2,627,790,B.Sc, CPL, 50,

28, July 2, 2007 Indian Air Force.

28. Shri Vijay Kumar, Pilot, Rs.2,672,917, BA, CHPL, FRTOL, IR Current, 52, 30, July 2,2007, Sahara Airlines.

29. Shri Paramjeet Singh, Pilot, Rs.2,757,917, M.Sc., B.Ed, QFI, IRIE, 49, 26, August25, 2007, Indian Air Force.

30. Shri Capt. Arfam Hamid Mir, Pilot, Rs.2,654,795, BA, CPL, FRTO, IR & MULTI, 41,20, August 26, 2008, Indian Air Force. 31. Shri Navneet Goswami, Pilot, Rs.2,765,996,B.Sc., PGDBM, CHPL, FRTO, 48, 26, July 7,2008, Indian Air Force.

32. Shri Anjan Kumar Bajpaie, Joint President, Rs.2,426,432, M.Com., LLB., F.C.S., 61,34, March 1, 2006, NTPC Limited.

33. Shri Chandrasekhar L., Sr. Joint President, Rs.2,503,066, B.Sc., C.A, C.S., 52, 26,March 23, 2009, Orchid Chemicals Pharmaceuticals Ltd.

34. Shri Surinder Kumar Bagal, President, Rs.2,511,352, B.Sc. (Eng. Mech.), M.B.A., 62,37, August 7, 2008, Birla Group.

35. Shri Ajay Sharma, Executive President, Rs. 3,188,589, M.B.M., LL.B., 54, 31, April26, 1986, J.K. Synthetic.

36. Shri G. V. Bhatt, Sr. President, Rs.2,949,708, B.Sc., Engg.(Mech.), 67, 44, July10, 1995, Shree Cement.

37. Shri Anil Goyle, Jt. President, Rs.2,568,545, B.E. (Mech.), 60, 35, March 13,2008,Cement Engineering Services.

38. Shri C. S. Jain, President, Rs.2,717,096, C A., 61, 36, June 17, 2008, MaiharCement.

39. Shri V. S. Srinivasaraghavan, President, Rs.2,732,239, I.C.W.A.,

52, 28, January 9, 2009, ACC Limited.

40. Shri Sita Ram Yadav, President, Rs.2,501,455, B.Sc. Eng. (Elect.), 61, 38, February2, 2009, Jindal India Thermal Power Ltd.

41. Shri Sachendra Pratab Singh Sisodiya, Pilot, Rs. 2,749,646, M.Sc., CHPL, FRTOL,RTR(A), 49, 26, June 12, 2008, Indian Air Force.

42. Shri P. K. Jain, Whole-time Director in erstwhile JEL,

Rs.4,828,883, MA, 61, 39, February 1, 2001, Jaiprakash Associates Limited.

43. Shri Alok Gaur, Whole-time Director in erstwhile GACL, Rs.3,295,600, B.Tech., 47,27, October 1, 2007, JIL Information Technology Ltd.

B. Employed for part of the year and in receipt of remuneration aggregating Rs.2,00,000/- or more per month.

1. Shri Allan Henry Le Roux, Gen. Manager (Tolling), Rs.4,724,280, N5 DigitalElectronics, 48, 31, September 1, 2009, Soma Isolux NH One Tollway Pvt. Ltd., Gurgaon.

2. Shri Grant Raymond Jeffries, Gen. Manager, Rs.401,078, M.B.A., 41, 22, March 2,2010, Centra Grand Island Maldives.

3. Shri Franck Turmine, Head Pastry Chef, Rs.912,490, CAP Pastry Chef/Confectionery,46, 25, December 31, 2009, Hotel De Franc/ Jersy.

4. Shri K. Swaminathan, President (Supply Chain Management), Rs.2,175,551, C.A., 50,25, June 18, 2009, Lafarge India Ltd.

5. Shri Badal Chandra Ghosh, President, Rs.1,887,158, B.Sc., Engg. (Mech.), 62, 33, May9, 2009, Reliance India Ltd.

6. Shri Ravi Sreen, Managing Director in erstwhile JHL, Rs.1,506,150, F.C.A., 56, 31,November 1, 2007, Millennium & Copthorne International Ltd. Singapore.

7. Smt. Manju Sharma, Whole-time Director in erstwhile JHL, Rs.1,170,000, B.A. Hons.(Maths), 46, 21, April 1, 1998, Jaypee Hotels Limited .

8. Shri Jehangir Darasha Mehta, President, Rs.738,918, LL.B., 66, 45 January 5, 2010,Hindalco Industries Ltd.

9. Shri Karlheinz Klaus, Gen. Manager, Rs. 2,096,832, Diploma in Mech. Engg.,59, 28,January 15, 2010, Polysius, Germany.

10. Shri Raina Dora, Vice President, Rs.612,152, B. Arch., 51, 30 January 18, 2010,Ansal API.

11. Shri Ashok Kumar Dembla, President (Technical Co-ordination),

Rs. 3,047,049, A.I.M.A., 51, 29, April 2, 2009, Humboldt Wedag International.

12. Shri Bipin Chand, Jt. President, Rs.1,067,253, B.Sc. (Engg.), LL.B., 58, 36,December 18, 2009, NDZ-III, New Delhi.

13. Shri Vijay Sardana, Chief Operating Officer, Rs. 725,393, B.Sc.,

M.Sc., M.B.A., PGDM, 43, 20, December 23, 2009, Achiever Resources Pvt. Ltd.

14. Shri Ashok Kumar Jain, President, Rs.1,048,364, B.E.(Chem.),

61, 37, November 2, 2009, SAIL.

15. Shri Richard Brydon, Project Manager Tunnel, Rs.3,054,443, B.E.(Mining Engineering)and Master Degree in Geotechnical Engineering, 46, 21, February 16, 2008, DaweooEngineering, South Korea.

16. Shri Tiziano Fabbro, TBM Consultant, Rs.810,156, Newzealand Grade B Tunnel ManagerCertificate, 55, 34, June 23, 2008, Luzon Hydro Corporation, Phillipines

17. Shri Pawan Bhargav, Vice President, Rs.1,501,591, B.Sc., M.B.A., 51, 29, June 2,2008, Feddars Lloyd.

Notes:

1. Salary paid to above employees includes salary paid as Directors of erstwhilecompanies till May 27,2009. Details of salary given as Directors is given below:

2. Gross remuneration includes Salary, House Rent and other perks like MedicalReimbursement, Leave Travel Assistance, Furnishing Allowance, Books and periodicalsAllowance, Company’s contribution towards Provident Fund etc. but excludes provisionfor Gratuity & Leave Encashment.

3. Shri Manoj Gaur, Executive Chairman, is son of Shri Jaiprakash Gaur, FounderChairman and brother of Shri Sunny Gaur, Managing Director (Cement).

4. Shri G. P. Gaur, Executive Director, is brother of Shri Jaiprakash Gaur, FounderChairman and father of Shri Pankaj Gaur, Joint Managing Director (Construction).

5. Shri Naveen Kumar Singh is brother of Shri Ranvijay Singh, Whole-time Director.

6. The Executive Chairman, Executive Vice-Chairman and Whole-time Directors hold theirrespective offices for a period of five years from the date of their appointment/re-appointment.

A.Conservation of Energy

The Company is engaged in the business of Integrated Engineering Construction andoperates at the locations of its clients and uses electric energy for implementation ofvarious projects undertaken by it. Besides, the Company is also engaged in the business ofmanufacture and marketing of Cement and owns five star hotels at New Delhi, Mussoorie andAgra and a Golf Course with associated recreational and residential facilities at GreaterNoida as part of its Real Estate Business.

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

The energy conservation measures undertaken by the Company ensure savings in energycosts and thereby improving operational efficiency. In particular, the Company has takenfollowing measures for conservation of energy:

Form A prescribed under the Companies (Disclosures of Particulars in the Report of theBoard of Directors) Rules, 1988 in respect of Cement Business is appended.

At Jaypee Rewa Plant

Cement Plant

1 Silo feeding group air slide blowers (591FN9 & 591FNA ) starting / stoppinginterlocks has been Changed in Cement Mill-I .

2 Hopper top bag filter fan ( 511FN3 / 511BFI ) replaced with new high efficiency fanin Cement Mill-I &2

3 Cement Mill - 3 Hopper top bag filter fan (511FN4) replaced with new high efficiencyfan.

4 Cement Mill - 4 Hopper top bag filter fan (511FN8) replaced with new high efficiencyfan.

5 Cement Silo-6 top bag filter fan (593FN8/593BF4) replaced with new high efficiencyfan.

6 Packer-3 bag filter fan (653FN1/653BF1) replaced with new high efficiency fan.

7 Cement Mill - 4 Silo BE bottom pit bag filter fan (594FNB) replaced with new highefficiency fan.

8 Cement Mill - 3 Weigh Feeder bag filter fan (533FN1) replaced with new highefficiency fan.

9 Packer-2 bag filter fan (652FN1/652BF1) replaced with new high efficiency fan.

10 Packer-1 bag filter fan (651FN1/651BF1) replaced with new high efficiency fan.

11 Cement Mill-1 KCP BF inlet duct entry angle changed from almost horizontal to tapper& inlet area also enlarged .

12 Cement Mill - 1 Product Air Slide Bag Filter Fan (591BF2 / 591FN- B) replaced withnew high efficiency fan.

13 Cement Mill - 3 Reject BE dedusting Bag Filter Fan (553FN7) replaced with new highefficiency fan.

14 Packer-5 bag filter fan (655FN1/655BF1) replaced with new high efficiency fan.

15 Packer-6 bag filter fan (656FN1/656BF1) replaced with new high efficiency fan.

16 Packer-7 bag filter fan (657FN1/657BF1) replaced with new high efficiency fan.

17 Cement Mill - 3 Hopper top bag filter fan (511FN4) replaced with new high efficiencyfan.

18 Dry Flyash silo top bag filter fan (K12FN4) replaced with new high efficiency fan.

19 PD pump dry flyash storage bin top 02 nos. dedusting bag filter fans (561FN1 &562FN1) replaced with one bigger size

20 Cement Mill - 2 reject air slide dedusting bag filter (552FNE) of 18.5 kW wasstopped permanently

21 K51 CV3 is replaced by air slide to reduced maintenance and Breakdowns in extractionfrom dryer bin through K51 RA -4

22 CM-03 reject A/S inclination increased to avoid jamming problem.

23 Analog type flowmeters fixed inplace of pressure switches in Lubricaion circuit ofall four cement mills Seprator G/B .

24 Old water cooling tower replaced with new one for better & efficient cooling .

25 511 FN 2 bag filter fan at U-2 clinker yard over pan conveyor replaced with highefficiency fan

26 594 FN-3 at CM-4 product A/S replaced with high efficiency fan

27 551 FN-A in CM-01 replaced with high efficiency fan.

28 Fan 70039 on Silo 02 top replaced with high efficiency fan.

29 Turbo pre cleaner installed before suction filter of service air compressors

30 Installation of PID controller in packers compressor to reduced unloading compressortiming

31 Air dryer of 1000 CFM is installed in-line packing plant compressor for dry airavailability at packers

32 Pulse valves of CM-1 KCP bag filter by highly reliable ASCO make pulse valve toimprove bag filter performance.

33 Sequence controllers for CM-1 & CM-2 KCP bag filter pulse valves are installedto reduce loading of costly DO boards of ABB DCS system

34 200 KVAR New HT capacitor bank connected parallel to CM-2 separator fan to improvepower factor from 0.94 to 0.96.

Crusher

1 In Mines, new high efficiency water pump installed along with small motor of 37 kW

Unit-I

1 New V/F installed in cooler fan 471FNA.

2 New V/F installed in cooler fan 471FND.

Unit-II

1 New Enmass conveyor installed for diverting raw meal from U-2 raw mill to U-1 silo.

2 New high efficiency water pump installed along with small motor of 125 kW instead ofold 160 kW motor .

At Jaypee Bela Plant

1 Raw Mill (Loesche Mill) grit cone cylindrical portion was extended by about 1 mtr.This resulted in uniform distribution of Lime Stone to all 4 rollers and reduction in ?Pby 100 - 120 mmWG. Saving of 100 KW power in cyclone fan and increase in output of unitsby 10 tph observed.

2 High efficiency dust collector fans installed in Packer No.1 & 5; thereby savingin power by 20 KW total in both fans.

At Jaypee Sidhi Plant

1 Raw Mill reject elevator motor replaced by 75 KW to 90 KW as that was the onlyrestriction for increasing the output of Mill. This resulted in the increase of output by30 TPH and reduction in power consumption.

2 Cement Mill silo elevator motor replaced by 75 KW to 90 KW as that was the onlyrestriction for increasing the output of Mill. This resulted in increase of output by 20TPH and reduction in power consumption.

3 Cooler ESP only three chambers are charged at a time and one remains at standby,keeping the stack emission below 50 mg/nm3 which as resulted in reduction in powerconsumption.

At Dalla Cement Factory

1 K-5 Raw Mill : Raw mill feed belt and reject group venting fan (332 FN3) 22Kw stoppedand venting line modified.

2 K-5 Raw Mill : CB Silo top distribution chamber aeration blower fan (15Kw) has beenreplaced with 9.3 Kw fan and it is working normal.

3 K-5 Kiln Feed : Kiln Feed Airslide blower fan (5.5Kw) has been stopped aftermodifying the slope & aeration line.

4 K-5 Kiln Feed : Preheater top distributor air slide blower fan 432FN-3 (7.5Kw) hasbeen stopped for proper distribution and power saving.

5 K-5 Kiln : Cooler fan No- 8,9 & A inlet louver damper has been removed for powersaving.

6 CPP : Provided Variable frequency drive in following equipments for power saving: 1.ID fan (280Kw.), 2. FD Fan (700Kw), ACC (90Kw), Coal Feeder & Coal Impactor.

At Jaypee Gujarat Cement Plant

Proposed installation of VFD or High efficiency dust collector fans[replacement ofexisting fan] installed in Packer No.1 & 2; thereby saving in power by 10 KW total inboth fans.

At Jaypee Himachal Cement Plant

Equipments performance yet to established. It is under study to optimize the optimaluse of energy.

B. Research and Development

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

C. Technology absorption, adaptation and innovation

For efficient execution of contracts awarded to the Company, it imports various itemsof equipment in order to ensure use of contemporary technology. The Company has,inter-alia, taken the following steps towards technology absorption, adoption andinnovation:

Cement Plant

1 Cement Mill-1 KCP BF bottom screw conveyor discharge flap valve replaced with newrotary air lock

2 Shell & Tube type heat exchanger replaced with new Plate type heat exchanger inthe following area :- Cement Mill I - Gear Box NO I & 2 , Osepa Drive Gear Box, OsepaBearing, Inter Slide Shoe Bearing Cement Mill 2 - Gear Box NO 2 , Osepa Drive Gear Box,Osepa Bearing, Inter Slide Shoe Bearing , Outlet Slide Shoe bearing Cement Mill 3 - OsepaDrive Gear Box, Osepa Bearing Cement Mill 4 - Gear Box NO 1, Osepa Drive Gear Box, OsepaBearing, Inter Slide Shoe Bearing , Sepol Drive Gear Box

3 Cement Mill - 1 HBFA feeding Rotary Air Lock, new V/F installed and it's WF bottomair mslide angle also changed.

4 Cement Mill-2 KCP BF bottom screw conveyor discharge flap valve replaced with newrotary air lock .

5 Three obsolete CGL make ACB'S retrofitted with Schneider make ACB'S for betterinsulation level & shorter maintenance.

6 Solid state relay in packer 05 spouts is installed to enhance the availability ofspouts & motor life.

7 Installation of new belt in Clinker Silo extraction to direct BC - 16 A belt.

8 551 FN2 reject air slide 30 KW stand by blower replaced with 7.5 KW blower

Crusher

1 PBL Magnetic separator installed over LS Reclaimer belt

2 Installation of Dust Suppression System above Laterite Hopper to suppress thefugitive Dust .

Unit-I

1 Installation of standby blowers for kiln feed, silo extraction & nose ring fan toreduce the duration of breakdowns.

2 Installation of new belt in Clinker Silo extraction to direct BC - 16 A belt.

3 ABB analog DC replaced with digital DC drive to reduce the failure rate of U-1 Coolergrate 02 significantly

4 Limestone reclaimer DC drive (slow travel) along with panel replaced with new ACdrive & panel to reduce the breakdowns.

5 New TFT monitors are installed for more clear picture and lesser power consumption.

6 Silo feed standby Elevator 431BE-3 commissioned and kiln feed standby Elevator 431BE-4 erected to reduce the breakdown

7 In Raw mill Transport Screw conveyor no.42 replaced by enmass conveyor.

8 DALOG system installed to transmit on line data of RAW mill gear box .

9 Silo aeration blower rpm reduced by 10%

10 Use of both the element of duplex RTD for raw mill roller bearing temperaturemonitoring to avoid false tripping of raw mill

11 Isolator switches replaced with new one in 471FN 9, 471 FN F & Clinker breakerto reduce flashing probability.

12 New CO analyzer of coal bin(kiln) of ABB make installed to have more accurate andstable readings and lesser maintenance.

13 Enhancement of cooling blower capacity in LC - III to reduce failure probability.

14 In-house Design / Fabrication and Erection of 12 Nos Silencers on Cooler Fans toreduce the Noise Level .

Unit-II

1 Cooler grate - 1 & 2 replaced with new IKN pendulum type hydraulic cooler grate .

2 Swirlex burner replaced with Duo-Flex burner & Old PA fan .

3 Raw Mill Main ESP 3rd & 4th field electrodes replaced with Pipe & Spike typeelectrodes .

4 RAMDE relay replaced by SPAM relay in Raw Mill motor feeder to reduce earth fallsetting from 50% to 1% onwards.

Cement Plant

1 Cement Mill - 1 Osepa Fan casing & Osepa's Multicyclones leakage were arrested byapplying Whytheat "K" SPL castable .

2 Cement Mill - 2 & 3 Osepa Fan casing leakage were arrested by applying Whytheat"K" SPL castable .

3 Cement Mill - 3 Flyash Dryer & it's cyclone and Osepa's Multicyclones leakagewere arrested by applying LC-45

4 Cement Mill - 2 Osepa's Multicyclones leakage were arrested by applying LC-45

5 Cement Mill - 4 Sepol Fan casing & Sepol's Multicyclones leakage were arrested byapplying Firecrete castable .

Crusher

In Mines, new high efficiency water pump installed along with small motor of 37 kW

Unit-I

Raw Mill Classifier area reduced by introducing new plate inside it and one plate alsoinstalled .

2 To control the flow of gases Duly fabricated cone to enhance mill output & toreduce mill DP.

3 Cermaic tiles installed on Raw Mill body at top side, in front of classifer, toreduce the wear.

4 Kiln feed bin extraction replaced from Polysius make control valves

5 Two Knife Gate Valves Pneumatically operated ,are fixed at fine coal bin extractionat the inlet of the FK Pump

6 Raw Mill Auxiliary drive motor is replaced with 990 rpm instead of 1440 rpm,to reduceover load trippings .

7 LC - 1 LT capacitor connected for crusher for improving the power factor.

8 20 Meter duly, fabricated departmentally, duct replaced in Coal Mill Circuit toreduce the False Air entry in Coal Circuit.

9 Replacement of Rotary air lock of Coal Mill Bag Filter with higher size to reduce thejamming .

Unit-II

1 Modification of the Nozzle Ring by changing its direction to improve the gas flow

2 30 Degree Troughing Idlers of GCT Reject Belt Conveyor is replaced with 45 Degreetroughing idlers to control the fugitive dust .

3 Installation of the pipe below the RM classifier cone and connection of the inletchute with the same to control the material flow .

Technology already absorbed

1 Refractory bricks of Kiln replaced by RHI bricks to increase life of lining comparedto 70% Alumina bricks. Lining life achieved 342 days.

2 Dip tube of Calciner String Cyclone Stage-4 replaced with hanging design and castsegmented material 5840 (Superior to GR.7) suitable for 600 to 900 ^oC forbetter life and plant performance.

3 Cement Mill No.1 shell liners and diaphragm was added to run the mill duringemergency without Roller Press.

4 Extra air blasters at Kiln inlet were installed. This has eliminated jamming at Kilninlet, during high ash content in coal.

5 Lime Stone Reclaimer chain drive contactor replaced by vacuum contactor; therebyreducing flashover and frequent sparking.

6 ESP discharge of Mill-1 which is coarser (Blain 280 m2/Kg) is now being taken at Milldischarge to avoid more fine grinding of 100% product. This has resulted in increased milloutput and reduction in Specific Power Consumption.

7 Communication system between LS Stacker and LC-1 by CCRD & Cable is replaced byLOTUS wireless system. This has resulted reduced maintenance and better uninterruptedcommunication.

8 Coating of clinker lumps jams the clinker breaker chute resulting in stoppage ofKiln. Additional side doors have been provided on both sides. This has resulted intoreduced down time providing better workability and safe working environment.

9 Packer No.5 has been modified from double discharge to single discharge. This hasavoided bag bursting and dust nuisance due to less air quantity required and more fillingtime available.

10 Additional Air Blaster (4 Nos) installed at inlet of cooler vent duct to eliminatecoating formation and thus plant stoppage.

Technology under absorption

1 Upgradation of cooler water spray system for better cooling of clinker and improvedESP efficiency.

2 Replacement of 2 Nos. 60 KW DC motors and their thyrister panels by AC motors of 2Nos. 90 KW and V/F panels. This will upgrade the air requirement and save the energy tothe tune of 6 KW.

3 Upgradation of XRF X-ray machine in lab.

4 Installation of V/F drive and AC motor instead of existing DC motor and thyristorpanel for cooler fan No. 471FN8. This will reduce the maintenance cost and save energyalso.

5 Upgradation of PA system for better and efficient system between field and CCR.

6 Installation of P&V system for Cement Mill compressor house to improve theefficiency of compressors and reduce maintenance cost.

7 Installation of AMCL blower for coal firing for energy saving. One blower will run inplace of two blowers.

8 Modification of bulk loading system with weighing arrangement. This will increaseloading tonnage and reduce the fugitive emission to minimum.

9 Upgradation of cooler ESP to meet the requirement of Pollution Control Board.

10 Installation of water spray system in PC top stage cyclone to reduce lump formationby presently installed spray system in down comer duct. These lumps do damage the PC faninlet damper due to sudden collapse and restrict gas flow and coating formation in fanblades causing high vibrations.

Technology already absorbed

1 Extra air blasters at Kiln inlet were installed. This has eliminated jamming at Kilninlet, during high ash content in coal.

2 Additional Coal Hopper installed for feeding coal to CPP. By doing this two coalpiles (Blended) are being made for cement which has resulted in maintaining desired coalash and improved the clinker quality.

3 Coating of clinker lumps jams the clinker breaker chute resulting in stoppage ofKiln. Additional doors have been provided on both sides. This has resulted into reduceddown time providing better workability and safe working environment.

4 Lime stone belt conveyor BC5 tail drum raised by 3 mtrs. to avoid material jamming attail drum. Resulted in smooth running of Mill and reduced down time.

5 Packer no. 1 & 2 elevators dedusting modified which has resulted in smoothoperation of packer and reduced the dust emissions in the area.

6 Upgradation of Lime stone weigh feeder which helped in increasing the running hrs. ofRaw Mill. Resulting in productivity and energy saving.

7 Installation of Kay blowers and reducing in RPM which improve efficiency and reducedpower consumption.

8 Upgradation of PA system for better and efficient system between Field and PackingPlant CCR.

9 Modification in existing burner pipe to improve the quality of clinker and refractorylife.

Technology under absorption

1 Modification of fly ash unloading hopper dedusting system in progress.

2 Modification of Kiln String Cyclone V down pipe is in process which will improvequality of clinker and reduce power.

3 Installation of soft starter for reverse air fan, resulting in energy saving.

4 Installation of P&V system for Cement Mill compressor house to improve theefficiency of compressors and reduce maintenance cost.

5 Reduction of RPM for compressors to reduce power consumption.

6 Modification of bulk loading system with weighing arrangement. This will increaseloading tonnage and reduce the fugitive emission to minimum.

Technology already absorbed

1 K-5 Raw Mill : Raw Mill grit cone modification to improve carrying capacity andreduce DP of the mill.

2 K-5 Raw Mill : installation of dalog system in Raw Mill RENK gear box for onlinemonitoring and feedback for preventive and corrective measures.

3 K-5 Kiln Feed : Kiln feed airslide distribution chamber at preheater top dischargechute modified to improve the material distribution in preheater both strings.

4 K-5 Cooler : Cooler fans outlet duct modified to increase the flow of all coolerfans.

5 K-5 Coal Mill : Installation of Surge hopper in Coal Mill inlet duct to reduce theabnormality in operating parameters during material surging from preheater.

6 K-5 Coal Mill : In all four chamber of Coal Mill Bagfilter ,slope provided by fixingplate to guide gas and stop the fine dust accumulation.

7 CPP : Modification in secondary air duct by providing Orifice to increase the suctionpressure of PA fan.

8 K-4 LS Crusher :Installation of Post screen system to achieve final product size-20mm to increase the Raw Mill output from 75 to 92TPH.

9 K-4 Raw Mill : Classifying liners with controlled flow diagram installed in Iindchamber of Raw Mill.

Technology under absorption

1 K-5 ,Kiln :Installation of VFD for Reverse Air fan in RABH.

2 K-5 Coal Mill : Installation of fine coal transfer from K-5 to K-4 to reduce powerconsumption and increase availability.

3 K-5 Coal Mill :Installation of additional coal feeding system for K-5 & CPP toincrease the availability of both CPP & K-5.

4 K-4, K-5 & CPP :Detailed Energy audit for Both cement plant and Captive PowerPlant by M/S CII for Energy Conservation.

5 LS Crusher :Installation of dust suppression system at five locations to reduce thefugitive dust emission in LS crusher & Transport area.

6 K-5 Cooler :Installation of P & V system in Cooler hydraulic room to reduce thebreak down and failure of hydraulic pump and accessories.

7 K-5 Cooler : Balance Cooler fans inlet louver damper is to be removed for powersaving.

8 K-4, K-5 & CPP : Wagon tripler with Coal Crusher, Stacker & reclaimer isbeing installed for improving the quality & Quantity of Coal for K-4, K-5 & CPP.

9 K-5 : Lime stone Crusher with reclaimer and stacker is being installed for improvingthe quantity and quality of limestone in the plant.

10 K-4 & K-5 : Roller press is being installed in combination with K#4 Raw mill forincreasing the quantity of Raw meal for increasing the output of K#4 & K#5 CementPlant.

Technology already absorbed

1 Extra air blasters at Kiln inlet were installed. This has eliminated jamming at Kilninlet.

2 Snowman formation in cooler. Resulting plant stoppage for removal / breaking.Additional side doors have been provided on side of cooler body. This has resulted intoreduced down time providing better workability and safe working environment.

3 Additional Air Blaster (4 Nos) installed at inlet of cooler inlet wall which willfacilitate the dislodging of snowman without plant stoppage.

Technology under absorption

Upgradation of PA system for better and efficient system between field and CCR.

Technology already absorbed

1 All process fans (having HT motors) speed is controlled through GRR (In the range of60% - 100%). This facilitates in running the process fans at desired speed to reducethermal loss & saving in electrical energy.

2 All cooler fans runs through VVFD panels. This has advantage of tuning the requiredprocess parameters and saving in electrical energy.

3 Adequate nos. of air blasters are installed to avoid jamming and to eliminate thecoating formation, hence minimizing unwanted stoppage of plant.

4 All the coal dosing roots blower are started through soft starter to reduce jerk onpower system and avoid unwanted failure of switchgears and motors.

5 Deep Pan Conveyor runs through VVFD panels to increase /decrease the speed of bucketsas per clinker output, thus reduces energy consumption.

Technology under absorption

1 Jet Air Blower (Stand By) is to be operated through VVFD panels to regulate the speedof motor as per process requirement and reduce energy consumption.

2 Clinker Hammer Crusher soft starter panel capacity is not adequate to start the drivein soft start mode. This runs in DOL mode. Higher capacity of soft starter is to beinstalled for smooth starting of drive and avoiding jerk on power system for eliminatingbreak down of panel & motor.

3 To grind PET COKE, coal mill tables needs to rotate at lower rpm as compare togrinding of normal coal. For this GRR is to be installed. This shall facilitate in PETCOKE grinding and energy saving.

4 Refectory bricks of Kiln are to be replaced by RHI Bricks to enhance the life ofbrick lining.

D. Foreign Exchange Earnings and Outgo

Particulars of Foreign Exchange earnings and outgo are given in

Schedule ‘T’ Notes to the Accounts under Note No.31 (G & H)

FORM A

II. (b) COAL FOR CTPP

B: CONSUMPTION PER UNIT OF PRODUCTION