The Members,
 
 The Directors of your Company are pleased to present the 14th Annual
 Report together with the Audited Accounts of the Company for the year
 ended March 31, 2011.
 
 WORKING RESULTS
 
 The working results of the Company for the year under report are as
 under:
  
                                                   (Rs. in Crores)
 
 Financial year ended                      31.03.2011         31.03.2010
 
 Gross Revenue                               13831.87           11671.78
 
 Profit before Depreciation & Tax              2362.32            2837.73
 
 Less : Depreciation                           607.81             456.06
 
 Profit before Tax                             1754.51            2381.67
 
 Less : Provision for Tax
 
 Current Tax                         330.09            439.69
 
 Deferred Tax                        270.73            233.62
 
 Excess Provision for
 Income Tax in Earlier
 Years reversed                     (14.09)    586.73     -       673.31
 
 Profit after Tax                             1167.78            1708.36
 
 Add :
 
 Profit brought forward
 from Previous Year                           2645.03            1879.68
 
 Profit available for
 appropriation                                3812.81            3588.04
 
 Less : Transferred to : 
 
 Reserve for Redemption
 Premium on FCCBs                   153.54              117.32
 
 Debenture Redemption
   Reserve                          507.11              383.54
 
 General Reserve                    117.00              240.00
 
 Dividend paid pertaining
 to Previous Year                     0.11     777.76     0.01    740.87
 
 Add :  Tax on proposed Final
 Dividend Reversed                     -                  3.96
 
 Final Dividend received
 by Jaiprakash Enterprises
 Ltd. (Transferor Company)             -                  2.40
 
 Final Dividend Transferred
 from Trusts (in which
 Company is sole
 beneficiary)                         10.22      10.22     7.05     13.41
 
 Less: Dividend
 
 Interim Dividend                    85.06               75.71
 
 Interim Dividend received
 by Trusts                          (7.57)               (6.82)
 
 Proposed Final Dividend            85.06               114.73
 
 Tax on Dividends                   13.80      176.35    31.93    215.55
 
 Balance carried to Balance
 Sheet                                        2868.92            2645.03
 
 Basic Earning Per Share
 [Face value Rs. 2 per share]
 after Extraordinary Items                       5.49               8.08
 
 Diluted Earnings Per Share
 [Face value Rs. 2 per Share]
 after Extraordinary Items                       5.27               7.68
 
 DIVIDEND
 
 For the financial year 2010-11, your Directors had declared an Interim
 Dividend of Re.0.40 per Equity Share of Rs.2 i.e. 20%, on January 28,
 2011, absorbing an aggregate amount of Rs.85.06 Crores. The Board has
 recommended a Final Dividend of Re.0.40 per Equity Share of Rs. 2 i.e
 20%, which will be paid after your approval at the ensuing Annual
 General Meeting. The final dividend will absorb an amount of Rs.85.06
 Crores, excluding Dividend Distribution Tax of Rs.13.80 Crores.
 
 Thus, the total dividend of 40% for the year would result in an
 aggregate payout of Rs.170.12 Crores, excluding Dividend Distribution
 tax of Rs.13.80 Crores.
 
 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS)
 
 The particulars about conversion, outstanding amount, coupon, listing
 etc. of FCCBs-II (Issue size – Euro 165 Mn.) & FCCBs- III (Issue size –
 US $ 400 Mn.) are detailed in para 26 of the Corporate Governance
 Report forming part of this Report. While the outstanding amounts as on
 March 31, 2011 against FCCB-II and FCCB-III were to the tune of Euro
 1.706 Mn & US $ 354.475 Mn, FCCB-I (Issue size – US $ 100 Mn.) stood
 fully extinguished from February 17, 2010. On April 9, 2011, FCCB-II
 aggregating Euro 1.451 Mn were redeemed on exercise of put option by
 the Bondholders. Thus, as on date, the outstanding amount of FCCB-II
 aggregates Euro 0.255 Mn. and that of FCCB-III aggregates US $ 354.475
 Mn.
 
 EMPLOYEE STOCK PURCHASE SCHEME
 
 During 2010-11, Jaypee Group ESPS, 2009 Trust which was created in
 2009 for administering the Stock Purchase Scheme of the Company namely
 Jaypee Employee Stock Purchase Scheme, 2009 and for the ultimate
 benefit of the employees (including Directors) of the Company and its
 subsidiaries, allocated/ transferred 1,12,63,706 Equity Shares of Rs.2
 each alongwith the Bonus thereon, to the eligible persons, in tranches,
 as per details given below, on receipt of the issue price of Rs.60 per
 share including premium of Rs.58 per share, from its total holding of
 1,25,00,000 Equity Shares which were issued & allotted by the Company
 to the Trust on December 14, 2009, in terms of the Scheme.
 
 The Company had issued Bonus Shares on December 19, 2009, in the ratio
 of ONE Bonus Equity Share of Rs.2 for every TWO Equity Shares of Rs.2
 each held in the Company, as on the Record Date, in terms of the
 Members approval accorded through Postal Ballot on December 8, 2009.
 Accordingly, Jaypee Group ESPS, 2009 Trust was allotted 62,50,000 Bonus
 Shares on its holding of 1,25,00,000 Equity Shares held on the Record
 Date.
 
 The balance shares lying with the Trust would be transferred to the
 
 The employee-wise details of shares transferred/ allocated to Senior
 Managerial Personnel by the Trust in terms of the Scheme are Annexed to
 this Report.
 
 It is confirmed that:
 
 (a) there is no employee who has been issued shares in any one year
 amounting to 5% or more shares issued during that year; and
 
 (b) there is no employee who is entitled to shares under the Scheme
 equal to or exceeding 1% of the issued capital of the Company.
 
 CHANGES IN SHARE CAPITAL
 
 The Paid-up Capital of the Company on April 1, 2010 stood at
 Rs.4,24,92,69,266 divided into 2,12,46,34,633 Equity Shares of Rs.2
 each.
 
 During the year under report, 17,98,549 Equity Shares were issued on
 August 5, 2010 to the bondholders who opted for conversion of their
 2,500 bonds under FCCB-II Scheme.
 
 Thus, as on March 31, 2011, the Paid-up Capital of the Company stood
 increased to Rs.4,25,28,66,364 divided into 2,12,64,33,182 Equity
 Shares of Rs.2 each.
 
 OPERATIONS
 
 1.0 ENGINEERING DIVISION
 
 1.1 Works completed
 
 1.1.1 During the year, following works have been completed:
 
 (i) Civil and Structural works of Clinkerisation Unit at Satna and
 Grinding Unit at Bhilai of Bhilai Jaypee Cement Limited.
 
 (ii) Civil and Hydro-mechanical works of 450MW Baglihar (Stage-I)
 Hydroelectric Project in Jammu & Kashmir
 
 (iii) Construction of Drains in Parikarma Marg area for the project
 water drainage for Varindavan Town, Distt.  Mathura
 
 1.1.2 Bids Under submission
 
 During the year under report, your Company participated in the Tenders
 for the following works :
 
 (i) Civil and Hydro-mechanical works on EPC basis of 450 MW Shongtong –
 Karcham Hydroelectric Project in Himachal Pradesh;
 
 (ii) Construction of DT, Dam, Intake, Desilting arrangement (Contract
 Package C1) for Punatsangchhu-II Hydroelectric Project, Bhutan;
 
 (iii) Construction of Headrace Tunnel (HRT) from Adit-I and Adit-II
 (Contract Package C2) for Punatsangchhu-II Hydroelectric Project,
 Bhutan; and
 
 (iv) Construction of Headrace Tunnel (from Surge Shaft end), Surge
 Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and
 Tailrace Tunnel including Hydro-mechanical works (Contract Package C3)
 for Punatsangchhu-II Hydroelectric Project, Bhutan
 
 While the bid of the Company for 450 MW Shongtong – Karcham HEP is
 under evaluation by the Client, your Company has been awarded the Works
 at Sr. (ii) & (iv) above, as detailed hereinbelow.
 
 1.1.3 Your Company has also submitted Application for Prequalifcation
 for Head Race Tunnel and Power House Complex (Dibang Lot:4) of 3000MW
 Dibang Multipurpose Project in Arunachal Pradesh and Development of
 Food Parks at Bhopal/ Ratlam/ Harda in Madhya Pradesh and is expected
 to be qualified for the Projects.
 
 1.1.4 New Works Awarded
 
 Against the bid submitted during the year under report, your Company
 was awarded in July, 2011, two contracts by Punatsangchhu-II
 Hydroelectric Project Authority, Bhutan for construction of following
 pertaining to 990 MW Punatsangchhu II Hydroelectric Project ( A joint
 implementation of the Hydro Electric Project by the Royal Government of
 Bhutan and the Government of India) :-
 
 (a) Diversion Tunnel, Dam, Intake and Desilting Arrangement including
 Hydro-mechanical works and Highway Tunnel for a contract value of
 Rs.1224 Crores; and
 
 (b) Head Race Tunnel from Surge Shaft end, Surge Shaft, Butterfly Valve,
 Chamber, Pressure Shafts, Power House and Tailrace Tunnel including
 Hydro-mechanical works for a contract value of Rs.855 Crores.
 
 2.1 Operational Performance
 
 During the year the Company has successfully commissioned its 2nd Unit
 at Sewagram, Gujarat (1.2MTPA) and 2nd Grinding Facilities at
 Wanakbori, Gujarat (1.2MTPA).
 
 Cement Production has increased to 14.71 Million Tonnes in 2010-11 from
 10.69 Million Tonnes in 2009-10.
 
 Cement Dispatches including Clinker Sale has also increased to 15.22
 Million Tonnes in 2010-11 from 10.98 Million Tonnes in 2009-10 and to
 16.16 Million Tonnes in 2010-11 from 11.22 Million Tonnes in 2009-10
 after taking into account Dispatches from M/s Bhilai Jaypee Cement
 Limited, a JV of Jaiprakash Associates Limited and Steel Authority of
 India Limited (SAIL).
 
 2.2 Expansion Plans
 
 The Company is expanding its Cement Production Capacity to 30.75 MTPA.
 An additional capacity of 4.3 MTPA is being added through Joint
 Ventures with Steel Authority of India Limited (SAIL) taking the
 Group''s total capacity to 35.05 MTPA by 2012 which shall further
 strengthen Jaypee Group''s position of being the 3rd largest Cement
 producing group in India.
 
 The implementation of the on-going Projects is progressing
 satisfactorily.
 
 3.0 HOTELS DIVISION
 
 The Hotels Division of the Company has 5 five star luxury hotels, finest
 Championship Golf Course, Integrated Sports Complex and Town Centre
 strategically located to service the needs of discerning business and
 leisure travellers. In New Delhi, the Division has two hotels - Jaypee
 Siddharth with 94 rooms and Jaypee Vasant Continental with 119 rooms.
 The largest property of the Company Jaypee Palace Hotel and Convention
 Centre is located at Agra with an inventory of 341 rooms and Jaypee
 Residency Manor at Mussoorie has 90 rooms and 45 new rooms are being
 added to its inventory.
 
 Jaypee Greens Golf & Spa Resort, a prestigious presentation by Jaypee
 Hotels in the luxury segment, offers 170 state of art rooms and world
 renowned Six Senses Spa overlooking the Championship 18 hole Greg
 Norman Golf Course at Jaypee Greens, Greater Noida, U.P. It has emerged
 as a preferred choice of upmarket business travellers.
 
 The Company has India''s first Greg Norman Signature Golf Course at
 Jaypee Greens, Greater Noida. It is the finest 18 hole Championship Golf
 Course.
 
 In recognition of our hospitality, the Golf Course at Jaypee Greens,
 Greater Noida has been conferred with the prestigious BEST TOURISM
 FRIENDLY GOLF COURSE award by the MINISTRY OF TOURISM, Govt. of India.
 
 In the close proximity to the Golf Course is Atlantis-The Club, an
 integrated sports complex that offers World Class sporting events &
 tournament facilities, rooms & conference facilities and Jaypee
 DelCourt, offering hospitality with a difference, offers 27 well
 appointed rooms and 36 service apartments making it a viable
 destination for corporate entrepreneurs, expats business and leisure
 stays.
 
 The Company''s Hotels at New Delhi, Agra and Mussoorie have been
 accredited with ISO 9001 for Quality Management System (QMS), ISO 14001
 for Environment Management System (EMS), ISO 22000 for Food Safety
 Management System (FSMS) and Hazard Analysis and Critical Control Point
 (HACCP).
 
 It is the endeavour of the Company to tirelessly strive to maintain
 befitting growth rate in the hotel business and keep the staff and
 executives of the hotel well motivated and enthusiastic for facing new
 challenges emerging from the changing tastes of different segments of
 tourists and travelers and to establish a distinct niche in the hotel
 industry. The Company is confident to achieve better quotient of
 customers'' satisfaction and to achieve higher growth coupled with
 optimization of the resource utilization.
 
 The growth of the Tourism Industry has shown positive signs.  In view
 of the country''s rapid economic growth the hotel industry is expected
 to remain buoyant.
 
 4.0 REAL ESTATE DIVISION
 
 Jaypee Greens, Greater Noida
 
 Spread across 452 acres, Jaypee Greens, Greater Noida is the maiden
 golf centric residential project of your Company.  The project
 integrates Luxury Villas and Apartments with an 18 Hole Greg Norman
 Signature golf course, 9 hole chip & putt golf course, landscaped parks
 and lakes along with an integrated sports complex, 60 acre Nature
 Reserve, a 5 star spa resort, Town Centre etc. During the year under
 report, Jaypee Greens Greater Noida has bagged several prestigious
 International awards including the Best Golf Course- India at Asia
 Pacifc Property Awards 2011. A new residential development The
 Castille Apartments have also been introduced which offers
 uninterrupted views of 18 hole golf course.
 
 Jaypee Greens Wish Town Noida
 
 Second real estate project - Jaypee Greens Noida being developed by
 Jaypee Group is an epitome of extraordinary living. Spread over 1162
 acres, it has been designed as a new and exciting place to live, work
 and play. It offers wide range of residential options from independent
 homes to high-rise apartments and penthouses, along with host of other
 amenities such as numerous Graham Cooke designed golf facilities, Super
 specialty medical centers, educational facilities, landscaped parks and
 lakes, various recreational facilities and entertainment centers.
 
 Within the Noida development, new residential communities – Jaypee
 Greens The Orchards, Jaypee Greens Krescent Homes, Jaypee Greens Pebble
 Beach Residences, have been introduced which are a combination of low,
 mid and high rise residential apartments. Kingswood Oriental Villas,
 one of the most luxurious offering by Jaypee Greens, also won the
 Highly recommended Multiple Units Residential Property
 
 Award at the Asia Pacifc Property Awards 2011.
 
 Jaypee Greens AMAN
 
 Jaypee Greens third residential project Jaypee Greens AMAN at Sector
 151 is located on the 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, Social Club
 with Swimming pools, Gymnasiums. Primary and Senior Secondary Schools,
 Crθche, Kid''s play area etc.
 
 At present phase II of the project has been launched. The new phase has
 2/3 BHK apartments that offers beautiful views of lush green
 landscapes, pitch & putt golf course and aesthetically designed
 streetscapes assuring calm, convenient and complete lifestyle.
 
 Jaypee Greens Sports City
 
 The Jaypee Greens Sports City located on the Yamuna Expressway, spread
 over 5000 acres, is the latest project launched by Jaypee Greens and
 comprises of India''s first International Motor racing track scheduled to
 host India''s first F1 race in October, 2011, International standard
 cricket stadium, a 15.7 Kms long green boulevard and much more.  The
 development will be divided into various thematic districts offering
 commercial, residential and institutional facilities. The Commercial
 zone will offer well defined areas for elaborate financial and civic
 centers, along with this Residential Districts which will have a vast
 range of products including villas, town homes, residential plots and
 mid to high rise apartment blocks, with regular water supply and 24
 hours electric power supply, to suit the requirements of all.
 
 A new residential community of high rise apartments - The Kove has been
 introduced in the market. The luxurious apartments are set amidst a
 healthy and pollution free neighborhood with numerous other facilities
 like a pitch & putt golf course, various themed gardens, children play
 areas etc.
 
 The work on all these projects being developed & marketed by your
 Company is progressing satisfactorily.
 
 DIVERSIFICATION
 
 A.  WIND POWER PROJECT
 
 The Company has been operating Wind Power Project of 49 MW (40.25 MW in
 Maharashtra and 8.75 MW in Gujarat), which was fully commissioned on
 31st March, 2008. Out of the aggregate capacity of 49 MW, 16.25 MW (13
 generators each of 1.25 MW) was commissioned during December 2006 to
 March 2007 at Dhule in Maharashtra. The remaining 32.75 MW was
 commissioned at Sangli, Maharashtra (24 MW- 16 generators each of 1.5
 MW) during September 2007 to March 2008 and at Kutchh, Gujarat (8.75
 MW- 7 generators each of 1.25 MW) in March 2008. The electricity
 generated from the project is being sold to Maharashtra State
 Electricity Distribution Company Ltd. (MSEDCL) in Maharashtra and
 Gujarat Urja Vikas Nigam Limited (GUVNL) in Gujarat. The energy sold
 and the revenue from sale of electricity during the year under report
 were 78.8 Mn units and Rs.29.81 crores against 86.7 Mn units and
 Rs.31.76 crores respectively in the year 2009-10.
 
 B.  DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH
 
 (a) Madhya Pradesh Jaypee Coal Limited (MPJCL) was incorporated on May
 14, 2009, as a joint venture with Madhya Pradesh State Mining
 Corporation Ltd.  (MPSMCL) for mining and sale of Coal from Dongri
 Tal-II Coal Block at Singrauli in Madhya Pradesh. MPSMCL holds 51% of
 the issued equity shares of MPJCL in consideration for the mining
 rights granted to the Joint Venture Company and your Company holds 49%
 equity in the Joint Venture Company. The JV Company is thus treated as
 a Government Company within the meaning of Section 617 of the Companies
 Act, 1956. The progress of the Project is satisfactory.
 
 (b) Madhya Pradesh Jaypee Coal Fields Limited (MPJCFL) was incorporated
 on January 4, 2010, as a joint venture with Madhya Pradesh State Mining
 Corporation Ltd.  (MPSMCL) for mining 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 mining rights granted to the JVC from Mandla
 (South) Coal Block and JAL holds 49% of the equity capital in the said
 company. The JV Company is thus treated as a Government Company within
 the meaning of Section 617 of the Companies Act, 1956. The Company has
 received various clearances and necessary steps are being taken to
 obtain the remaining clearances including Environment Clearance.
 
 (c) Madhya Pradesh Jaypee Minerals Limited (MPJML) is a joint venture
 of your Company with Madhya Pradesh State Mining Corporation Limited
 (MPSMCL) for developing a Coal Block at Amelia (North) in Singrauli
 District in the State of Madhya Pradesh.
 
 This Company is also treated as Government Company within the meaning
 of Section 617 of the Companies Act, 1956, as MPSMCL holds 51% of the
 Equity of MPJML which has been allotted to it in consideration for the
 mining rights granted to the company, and balance 49% is held by your
 Company.
 
 Project activities relating to Mine Development have been completed.
 Various statutory approvals/ clearances including permission from the
 MP Pollution Board to operate under Air Act, 1981 and Water Act, 1984,
 purchase of 728.75 Ha of tenancy land from Govt. of MP for compensatory
 afforstation including getting Gazette Notification issued, approval of
 Eco-restoration Plan from PCCF, Bhopal are in place. The Company is now
 awaiting final clearance from the Ministry of Environment and Forest to
 start mining of Coal from Amelia (North) Coal Block.
 
 (d) Your Company had been awarded rights for mining of coal in Mandla
 (North) Coal Block in Distt Chhindwara (MP). Necessary steps have been
 taken to obtain various clearances including Environment Clearance.
 
 Coal from this Block shall be available for captive consumption for
 Cement Division of the Company.
 
 C.  ENERGY FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH
 
 The Plant is operating successfully, taking daily garbage of the city
 of Chandigarh as per agreement. The plant is serving the twin purpose
 of keeping the city clean and to conserve the energy resources
 available in the form of producing fuel called Refused Derived Fuel
 (RDF). RDF (in fufill form), the final product of the plant, is being
 disposed off commercially and is becoming popular as a good substitute
 of conventional fuel in the industry located around Chandigarh.
 
 D.  EXPLORATION AND DEVELOPMENT OF OIL AND NATURAL GAS
 
 The seismic exploration activities including surveys are progressing as
 scheduled, in the largest onshore oil-gas block in the ''South Rewa
 Basin'' in Madhya Pradesh, awarded to your Company under NELP-VI Round.
 Your Company has 90% interest in 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 be completed in
 the year 2012. The completion of 1st phase shall prima-facie establish
 the presence of hydrocarbons for pursuing the next phase.
 
 E.  DIVERSIFICATION INITIATIVES
 
 Company''s other diversification initiatives include development and
 mining of Coal, setting-up of pit-head based Thermal Power Station,
 construction of Expressways, development of Sports Complex, and
 Fertilizer business. These are being implemented through different
 subsidiaries of the Company.  Details of these initiatives are
 furnished under the heading Subsidiaries.
 
 SUBSIDIARIES
 
 During the year under report, your Company had following subsidiaries
 which are engaged in different business activities:
 
 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.  Jaypee Meghalaya Power Limited (w.e.f.26.8.2010)
 
 9.  Bhilai Jaypee Cement Limited
 
 10.  Bokaro Jaypee Cement Limited
 
 11.  Gujarat Jaypee Cement & Infrastructure Limited
 
 12.  Jaypee Cement Corporation Limited (w.e.f.22.2.2011)
 
 13.  Jaypee Infratech Limited
 
 14.  Jaypee Ganga Infrastructure Corporation Limited.
 
 15.  Himalyan Expressway Limited
 
 16.  Jaypee Agra Vikas Limited
 
 17.  Jaypee Sports International Limited
 
 18. Jaypee Fertilizers & Industries Limited**(w.e.f.3.6.2010)
 
 19.  Madhya Pradesh Jaypee Minerals Limited***.
 
 *Out of the above, Bina Power Supply Company Limited and Jaypee Karcham
 Hydro Corporation Limited (Transferor Companies) were amalgamated with
 Jaiprakash Power Ventures Limited (Transferee Company), w.e.f. the
 Appointed Date viz. April 1, 2010 in terms of the Scheme of
 Amalgamation sanctioned by Hon''ble High Court of Himachal Pradesh vide
 its Order dated July 25, 2011 which was fled with the Registrar of
 Companies on July 26, 2011 thereby making the amalgamation effective
 from the Appointed Date.
 
 **The first Financial Year of Jaypee Fertilizers & Industries Limited
 will close on August 31, 2011.
 
 ***Madhya Pradesh Jaypee Minerals Ltd.(MPJML), which was a subsidiary
 of your Company, ceased to be as such w.e.f March 3, 2011, consequent
 upon increase in the shareholding of Madhya Pradesh State Mining
 Corporation Ltd. to 51% of the capital of MPJML.
 
 In terms of the Shareholders'' approval accorded on July 19, 2011,
 Himalayaputra Aviation Limited was incorporated on July 23, 2011, as a
 wholly-owned subsidiary of the Company to undertake aviation business.
 
 Accordingly, the accounts of remaining 15 subsidiaries have been
 consolidated alongwith the accounts of your Company.
 
 The status of the aforesaid subsidiaries is as under:
 
 POWER AND RELATED BUSINESS
 
 1.  Jaiprakash Power Ventures Limited (JPVL)
 
 AMALGAMATION
 
 During the year under report, erstwhile Jaypee Karcham Hydro
 Corporation Limited(JKHCL) and Bina Power Supply
 
 Company Limited (BPSCL) (Transferor Companies) were amalgamated with
 Jaiprakash Power Ventures Limited (Transferee Company), (all the three
 were subsidiaries of your Company) w.e.f. the Appointed Date viz. April
 1, 2010 in terms of the Scheme of Amalgamation sanctioned by Hon''ble
 High Court of Himachal Pradesh vide Order dated July 25, 2011 which was
 fled with the Registrar of Companies on July 26, 2011 thereby making
 the amalgamation effective from the said Appointed Date.
 
 Consequent upon the said amalgamation, 1000 MW Karcham Wangtoo
 Hydro-electric Power Station being implemented by JKHCL and 1250 MW
 Thermal Power Project (with 500 MW being implemented in Phase-I) at
 Bina (Madhya Pradesh) being implemented by BPSCL, stood merged with
 JPVL alongwith all their assets, liabilities, rights, titles,
 interests, contracts, agreements etc.
 
 OPERATIONS
 
 Post amalgamation, your Company holds 67.93% of equity share capital of
 JPVL which has three operative Hydro- electric Power Stations, namely,
 
 1.  300 MW Jaypee Baspa-II Hydro-electric Power Station in Himachal
 Pradesh;
 
 2.  400 MW Jaypee Vishnuprayag Hydro-electric Power Station in
 Uttarakhand; and
 
 3.  1000 MW Jaypee Karcham Wangtoo Hydro-electric Power Station in
 Himachal Pradesh. (Out of 1000 MW (4 x 250 MW) capacity of Jaypee
 Karcham Wangtoo Hydro Electric Project, first unit of 250 MW was
 commissioned on 26th May, 2011, second unit of 250 MW was commissioned
 on 23rd June, 2011 and third and fourth units of 250 MW each are
 expected to be commissioned during the quarter ending 30th September,
 2011).
 
 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 is progressing
 satisfactorily and all major statutory approvals, required at the
 current stage of the project, have been obtained. Total requirement of
 5 Million MTPA coal for the project will be met through Amelia (North)
 and Dongri Tal-II Coal Blocks. Unit-I of the project is scheduled for
 commissioning in April, 2013 and Unit-II is likely to be commissioned
 in October, 2013.
 
 1250 MW JAYPEE BINA THERMAL POWER PLANT
 
 1250 MW coal based Jaypee Bina Thermal Power Plant at
 
 Bina, Distt. Sagar (MP) is being implemented in two phases and the first
 phase of 500 MW (2 x 250 MW) is under implementation and is expected to
 be commissioned by November, 2011.
 
 VERIFIED EMMISSION REDUCTIONS (VERs)
 
 JVPL sold 3,50,000 VERs in respect of Jaypee Baspa-II Hydro-electric
 Plant during the year for Rs.8.19 crores. As for Jaypee Vishnuprayag
 Hydro-electric Plant, sale consideration in respect of 14,60,564 VERs
 aggregating Rs.30.02 crores was received during the year under report.
 Further, 1000 MW Jaypee Karcham Hydro-electric Plant in the State of
 Himachal Pradesh and 1320 MW Jaypee Nigrie Super Thermal Power Project
 in the State of Madhya Pradesh shall be eligible for CERs under Clean
 Development Mechanism (CDM).
 
 2.  Jaypee Arunachal Power Limited (JAPL)
 
 PROGRESS ON THE PROJECT
 
 JAPL is taking necessary steps to implement 2700 MW Lower Siang
 Hydro-Electric Project and 500 MW Hirong Hydro- electric Project in the
 State of Arunachal Pradesh.
 
 For 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for
 Detailed Project Report and Defence clearance have already been
 obtained. The Company is in the process of obtaining necessary
 clearance from Ministry of Environment and Forest.
 
 For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence
 Clearance. The company is in the process of obtaining CEA concurrence
 for Detailed Project Report and necessary clearance from Ministry of
 Environment and Forest.
 
 3.  Jaypee Powergrid Limited (JPL)
 
 Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
 Ventures Limited and Power Grid Corporation of India Limited, a Central
 Government Power Utility Undertaking, is setting up 213 Km long 400 Kv
 Quad Bundle Conductor Double Circuit Transmission Line for evacuation
 of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to
 Abdullapur and LILO of existing Baspa-Jhakri double circuit line.
 
 LILO line is being used for evacuation of power generated from 1000 MW
 Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at
 Abdullapur and Line Reactors at power station switchyard have also been
 commissioned by JPL, the entire transmission line is expected to be
 completed by end of September, 2011 leading to complete commissioning
 of the Project.
 
 4.  Sangam Power Generation Co. Ltd. (SPGCL)
 
 SPGCL was incorporated by Uttar Pradesh Power Corporation Limited
 (UPPCL) for implementation of 3x660 MW Thermal Power Project in Tehsil
 Karchana of district Allahabad, Uttar Pradesh. It was decided to put up
 three generation units of 660 MW each with a total capacity of 1980 MW
 in the first phase itself. SPGCL became subsidiary of JPVL w.e.f. 23rd
 July 2009.
 
 The survey works for the Row of water pipeline stands completed and
 necessary permission for laying pipelines has been requested to UPPCL.
 
 5.  Prayagraj Power Generation Co. Ltd. (PPGCL)
 
 PPGCL was incorporated by Uttar Pradesh Power Corporation Limited for
 implementation of 3*660 MW Thermal Power Project (with permission to
 construct two additional generation units of 660MW each) in Tehsil Bara
 of District Allahabad, Uttar Pradesh. PPGCL became subsidiary of JPVL
 w.e.f. 23rd July 2009.
 
 The construction of temporary base camp and Boundary Wall is nearing
 completion. Major Plant, Equipment and Machinery required for execution
 of civil work had reached the Project
 
 Site. Boiler Foundation for Unit-I is completed and for Unit- II & III
 is in progress. Concrete work in TG building, bunker bay and coal mill
 is in progress. Excavation work for water reservoir, water channel,
 chimney etc. and road work is in progress.
 
 Phase-I (1980 MW) of the Project is planned for commissioning by 2014
 and the Phase- II (1320MW) would be commissioned by 2016.
 
 6.  Jaypee Meghalaya Power Limited (JMPL)
 
 JMPL is implementing 270 MW Umngot HE Project in the Umngot river in
 the State of Meghalaya and 450 MW Kynshi- II Hydro-electric Power
 Project in the Kynshi River Basin of Meghalaya on BOOT (Build,
 Own,Operate and Transfer) basis.
 
 Jaiprakash Power Ventures Limited (JPVL), its holding company, had
 entered into Memorandum of Understandings with Government of Meghalaya
 for development and commissioning of Projects. In terms of the
 Memorandum of Understandings, the Projects are to be implemented
 through a Special Purpose Vehicle and accordingly JMPL was got
 incorporated by JPVL as its wholly owned subsidiary for this purpose.
 
 CEMENT BUSINESS
 
 7.  Bhilai Jaypee Cement Limited (BJCL)
 
 As informed in the last report to the shareholders, the Clinkerisation
 Unit of the split-located project of BJCL at Babupur, Satna was
 successfully commissioned in December 2009.
 
 After completion of the project activities of the Grinding Unit at
 Bhilai, on schedule, despatch of cement from this Unit has started from
 June 2010.
 
 8.  Bokaro Jaypee Cement Limited (BOJCL)
 
 Implementation of the 2.1 million tonnes per annum capacity Cement
 Plant at Bokaro in the State of Jharkhand has reached the final stages.
 After successful trial runs, the first cement mill has been
 commissioned..
 
 9.  Gujarat Jaypee Cement & Infrastructure Limited (GJCIL)
 
 GJCIL was incorporated as a Joint Venture between Jaiprakash Associates
 Limited (JAL) and Gujarat Mineral Development Corporation Limited
 (GMDC), inter-alia, to implement a 2.4 Million tones per annum capacity
 cement plant in District Kutch, Gujarat.
 
 Approximately 484 hectares of land is required for setting up the
 cement plant. Pending approval and issue of the new Jantri for fixing
 the rates for valuation of Government land by the Government of
 Gujarat, the Government land is yet to be acquired by the Company. The
 matter is under active and close persuation with the State Government.
 
 Environment Impact Assessment on the identified land has, in the
 meanwhile, been made and clearance from State Wild Life Protection &
 Forest Deptt has also been received for the proposed cement plant.
 Further progress on this issue depends upon expeditious acquisition of
 Government land.
 
 10.  Jaypee Cement Corporation Limited (JCCL)
 
 In terms of the approval of the Shareholders accorded through Postal
 Ballots on February 19, 2011, the Company had acquired 100% stake in
 the equity capital of Jaypee Cement Corporation Limited (earlier known
 as Zawar Cement Private Limited), thereby making it a wholly owned
 subsidiary. The assets of the said company include area of 519.933
 Hectares of freehold land (191.593 Ha together with buildings and
 structures thereon and the mining freehold land 328.34 Ha) at Bankur
 Village of Chittapur Taluka, Distt. Gulbarga, Karnataka.  It is
 proposed to set up an integrated cement plant with a 3.0 Mn tpa cement
 grinding capacity alongwith 26 MW captive power plant at estimated
 project cost of Rs.1400 Crores at Shahabad Distt., Gulbarga, Karnataka,
 which is proposed to be funded by Term Loans of Rs.910 Crores and
 Equity Share Capital of Rs.490 Crores. The project is scheduled to be
 commissioned by September 30, 2013. Orders for procurement of main
 Plant & Machinery have been placed.  Financial closure is also likely
 to be achieved by September, 2011.
 
 EXPRESSWAYS AND RELATED BUSINESS
 
 11.  Jaypee Infratech Limited (JIL)
 
 The construction of Yamuna Expressway is progressing at a fast pace.
 While the Earth work, Culverts, Vehicular Underpasses and Minor Bridges
 are nearing completion, the Interchanges have been completed to the
 extent of 85%.  The work of Pavement Quality Concrete (PQC) / Dry Lean
 Concrete (DLC) has also been completed to the extent of 80%. Though the
 Concession Agreement envisages the completion of the Expressway by
 April, 2013, the Project is expected to achieve commercial operations
 by March, 2012.
 
 JIL has also been provided the right to develop 25 million square
 meters of land for commercial, amusement, industrial, institutional &
 residential purposes etc. across five different locations along the
 Yamuna Expressway - one in Noida, two locations in District Gautam Budh
 Nagar (part of NCR) and one location in each of District Aligarh &
 District Agra, Uttar Pradesh. JIL is presently developing an aggregate
 of 3.49 million Square meters saleable area at Noida land parcel.
 
 12.  Jaypee Ganga Infrastructure Corporation Limited (JGICL)
 
 JGICL was incorporated on March 18, 2008 as a wholly owned subsidiary
 of your Company for implementation of the Ganga Expressway Project
 consisting of the prestigious 1047 km long 8-lane Access-Controlled
 Expressway connecting Greater Noida with Ghazipur-Ballia along the left
 bank of river Ganga together with the development of 12,281 hectares of
 land parcels at eight different locations in Uttar Pradesh. The Ganga
 Expressway Project was awarded on Design, Build, Finance and Operate
 (DBFO) basis. After obtaining necessary approvals, the Concession
 Agreement was executed between Uttar Pradesh Expressways Industrial
 Development Authority and JGICL on March 23, 2008. The Project of the
 Company is still in the development stage. Preparatory work for the
 Project was started and necessary steps were being taken to obtain
 requisite approvals including Environment Clearance, when the Hon''ble
 High Court of Allahabad vide its Order dated 29.05.2009, quashed the
 environment clearance earlier issued by State Environment Impact
 Assessment Authority (SEIAA) on 23.08.2007. In compliance to SEIAA
 direction dated 18th January, 2011, the EIA application was submitted
 to MOEF on 16th April, 2011. The process of acquisition of land for
 construction of the Expressway and development of Land Parcels will be
 initiated after the environment clearance is obtained.
 
 13.  Himalyan Expressway Limited (HEL)
 
 HEL was incorporated as a Special Purpose Vehicle (SPV) for
 implementation of Zirakpur-Parwanoo Expressway Project in the States of
 Punjab, Haryana and Himachal Pradesh.  The Project consists of 17.39 Km
 of widening of existing two – lane carriageway to four – lane and 10.14
 Km of new four - lane bypass. The work of the existing carriageway has
 been completed except some finishing work e.g. installation of
 signage''s, lighting, wearing coat on service road, road marking and
 load test on structures etc, whereas the work on Bypass is progressing
 fast and is expected to be completed by December 2011.
 
 14.  Jaypee Agra Vikas Ltd. (JAVL)
 
 JAVL is implementing Project for Development of Inner Ring Road at Agra
 under Integrated Urban Rejuvenation Plan on design, build, finance,
 operate and transfer (DBFOT) basis and other infrastructure facilities,
 which include:
 
 (a) 20.5 km starting NH-2 near Kuberpur Village and ending at NH-3 near
 village Rohta as a 6 lane road extendable to 8 lanes
 
 (b) Upgradation of section of Fatehabad Road starting from junction
 point of the above road with Fatehabad road near Budhera Village upto
 Taj Mahal parking area including:
 
 - Construction of 4 lane elevated road plus 2 lane service roads on
 either side at grade for 2.5 km length
 
 - Upgradation of existing Fatehabad road of 3 km length at grade to 4
 lane facility along with 2 lane service road on either side to provide
 improved access to Taj Mahal.
 
 In terms of the bid, the Project was to be implemented through a
 Special Purpose Vehicle. As such JAVL was incorporated by JAL as its
 wholly owned subsidiary.  Concession Agreement has been signed between
 Agra Development Authority and JAVL and JAVL.
 
 SPORTS AND RELATED BUSINESS
 
 15.  Jaypee Sports International Limited (JPSIL)
 
 JPSIL has been allotted around 1100 Ha of land for development of
 Special Development Zone (SDZ) with sports as core activity by Yamuna
 Expressway Industrial Development Authority (YEA). This area is
 inclusive of 100 Ha of land to be used for Abadi Development. The core
 activities are Motor Race Track, suitable for holding Formula One race
 and setting up a Cricket Stadium of international standard to
 accommodate above 1,00,000 spectators. The motor race track is nearing
 completion to host the First Indian Grand Prix scheduled to be held in
 end of October, 2011.  The development of basic infrastructure for
 making of Cricket Stadium has already commenced and this would attain
 faster pace after October, 2011. The non-core activities planned are
 group housing, plots, multistory fats, commercial area, institutional,
 roads, open space and other social activities. The works on the Project
 are progressing satisfactorily.
 
 FERTILIZERS AND RELATED BUSINESS
 
 16.  Jaypee Fertilizers & Industries Limited (JFIL)
 
 In terms of the approval of the Company''s shareholders accorded on
 August 31, 2010 for investment in Fertilizer business, JFIL was
 incorporated as wholly owned subsidiary.  JFIL has proposed to
 participate as a strategic investor in the Revival Scheme of a
 Fertilizer Plant which is presently under consideration before the
 Board of Industrial & Financial Reconstruction (BIFR). The hearing
 before BIFR is in advance stages and the decision is expected shortly.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The statement as required under Section 212 of the Companies Act, 1956,
 in respect of the subsidiaries of the Company is annexed and forms an
 integral part of this Report. The consolidated financial statements of
 the Company and its subsidiary companies, prepared in accordance with
 Accounting Standards AS-21 Consolidated Financial Statements
 prescribed by the Institute of Chartered Accountants of India, form
 part of the Annual Report and Accounts.
 
 In terms of the general exemption granted under Section 212 (8) of the
 Companies Act, 1956 by the Ministry of Corporate Affairs vide its
 General Circular No.2/2011 dated February 8, 2011, the Audited Balance
 Sheets as at March 31, 2011 of the subsidiaries of the Company have not
 been attached to the Balance Sheet of the Company. However, the
 requisite information in aggregate for each subsidiary including
 subsidiaries of subsidiaries has been disclosed in the consolidated
 Balance Sheet of the Company.
 
 The annual accounts of the subsidiary companies and the related
 detailed information will be made available to the shareholders of
 
 the Company and subsidiary companies seeking such information at any
 point of time. The annual accounts of the subsidiary companies will
 also be kept for inspection by any shareholders in Company''s Head office
 and also that of the subsidiaries. Further, the Company shall furnish a
 hardcopy of annual accounts of subsidiaries to any shareholder on
 demand. The Company has also uploaded the details of the accounts of
 individual subsidiary companies on its website i.e. www.jalindia.com.
 
 The Directors are of the opinion that the subsidiaries and Joint
 Ventures of your Company have bright future.
 
 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 Jaiprakash Gaur resigned from the
 Board w.e.f. October 31, 2010, which was reluctantly accepted by the
 Board in its meeting held on October 31, 2010.
 
 The Board placed on record its deepest appreciation for Shri Jaiprakash
 Gaur, the Founder of the Jaypee Group & a visionary leader with
 humility and accomplishments, for his immense contribution in
 developing the Company and taking it to glorious height of all round
 excellence with potential for quantum leaps in future.
 
 On the request of the members of the Board, Shri Jaiprakash Gaur
 acceded to be a Permanent Invitee in the future meetings of the Board
 in his capacity as Founder Chairman of Jaypee Group.
 
 Further, Shri K P Rau, a nominee of IDBI Bank Limited ceased to be on
 the Board of the Company w.e.f. November 1, 2010 consequent upon the
 withdrawal of nomination by his nominating institution.
 
 The Board places on record its appreciation for the valuable
 contributions of Shri Rau during his tenure on the Board.
 
 During the period under report, Shri Rahul Kumar, CFO was co- opted as
 a Director w.e.f. October 31, 2010 in the casual vacancy caused due to
 the resignation of Shri Jaiprakash Gaur. Shri Rahul Kumar was, further,
 appointed as a Whole-time Director & CFO of the Company for a period of
 five years w.e.f. October 31, 2010.  Since Shri Rahul Kumar holds office
 of Director till the ensuing Annual General Meeting and proposal for
 his appointment as Director has been received from a shareholder, the
 same has also been included in the Notice of the Annual General Meeting
 for your approval.
 
 Shri Viney Kumar was appointed as Nominee of IDBI Bank Limited w.e.f.
 November 1, 2010 in place of Shri K P Rau.
 
 Shri Manoj Gaur, Executive Chairman & CEO was re-appointed as such for
 a further period of five years w.e.f. April 1, 2011, with substantial
 powers of management.
 
 S/Shri Sunny Gaur, B K Goswami, S C Gupta, R K Singh and S D Nailwal,
 Directors would retire by rotation at the forthcoming Annual General
 Meeting of the Company. Proposals for their re-appointment have been
 included in the Notice of the Annual General meeting for your approval.
 
 DEPOSITS
 
 Fixed deposits received from the shareholders and the public as on
 March 31, 2011 stood at Rs.1761,92,85,000. Deposits of Rs.7,76,70,000
 due for repayment on maturity remained unclaimed by the Depositors as
 on March 31, 2011, most of which were subsequently claimed/renewed.
 
 PARTICULARS OF EMPLOYEES
 
 A statement showing the particulars of employees, pursuant to Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975, as amended, is annexed and forms an integral
 part of this Report.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS & OUTGO
 
 Particulars with respect to conservation of energy, technology
 absorption, foreign exchange 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, 1988 for
 the year ended March 31, 2011 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
 
 Statutory Auditors:
 
 M/s. M.P. Singh & Associates, Chartered Accountants, Auditors of the
 Company shall retire at the conclusion of the ensuing Annual General
 Meeting and, being eligible, offer themselves for re- appointment.
 
 Secretarial Auditors :
 
 As a part of good Corporate Governance practices being followed by the
 Company, M/s Chandrasekaran Associates, Company Secretaries, were
 voluntarily appointed to conduct the Secretarial Audit for the financial
 year 2010-11 and their report forms part of the Annual Report.
 
 Cost Auditors:
 
 For the financial year 2010-11, the Board of Directors of the Company
 had appointed, after recommendations of the Audit Committee, M/s. J.K.
 Kabra & Co., Cost Accountants, as Cost Auditors for auditing the cost
 accounts in respect of the Cement products pertaining to various units
 of the Company. In terms of The Companies (Cost Audit Report) Rules,
 the cost audit report relating to thirteen Cement Plants of the
 Company, for the financial year ended March 31, 2010, had been fled with
 the Central Government.
 
 For the financial year 2011-12, the Board of Directors of the Company
 have re-appointed, on the recommendations of the Audit Committee, M/s.
 J.K. Kabra & Co., as Cost Auditors of the Company for auditing the cost
 accounts relating to the Cement/ Cement products manufactured by the
 Company.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance and Management Discussion & Analysis
 Report, in terms of Clause 49 of the Listing Agreement are annexed and
 form part of this Annual Report. A certificate from the Auditors
 confirming compliance with the conditions of Corporate Governance is
 also annexed.
 
 The Company is complying with the Corporate Governance norms laid down
 in Clause 49 of the Listing Agreement. Further, the Company is
 implementing, in a phased manner, recommendations contained in the
 Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of
 Corporate Affairs, Government of India, details of which are given
 under the head ''Voluntary Guidelines on Corporate Governance in the
 Corporate Governance Report forming part of this Report.
 
 EMPLOYEE RELATIONS
 
 Employee relations continued to be cordial throughout the year.  Your
 Directors wish to place on record their sincere appreciation for the
 excellent spirit with which the entire team of the Company worked at
 all sites and other offices and achieved commendable progress.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on the representation received from the operating
 management, certifications by the CEO and CFO to the Board of Directors
 and after due enquiry, confirm in respect of the audited annual accounts
 for the year ended March 31, 2011 :
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed and that there were no material
 departures;
 
 ii) that the Directors had, in consultation with the Statutory
 Auditors, selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company for the year ended March 31, 2011 and the Profit of the
 Company for that period;
 
 iii) that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv) that the Directors had prepared the annual accounts on a going
 concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their appreciation for and
 gratitude to various Departments and Undertakings of the Central and
 State Governments, Industrial Development Bank of India, The Life
 Insurance Corporation of India, General Insurance Corporation of India
 and its Subsidiaries, IFCI Limited, ICICI Bank Ltd., AXIS Bank Limited,
 Export-Import Bank of India and Consortium of Banks and valued
 customers, for their valuable support and co- operation.
 
 Your Directors also wish to place on record their appreciation of the
 wholehearted and continued support extended by the Shareholders and
 Investors, which had always been a source of strength for the Company.
  
                                                On behalf of the Board
 
                                                            MANOJ GAUR
 
 August 12, 2011                                    Executive Chairman