Your Directors submit their report for the Financial Year ended 31^stMarch 2019:

1.0 WORKING RESULTS

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

The PBIDT is about 11% of the gross revenue for the year under report against 19% inthe previous year primarily on account of margin in the real estate segment. The membersare also aware that the Company has been continuously making efforts to deleverage itsbalance sheet by operational efficiency and divestment of assets for the overall benefitof stakeholders.

2.0 DISINVESTMENT INITIATIVES & REDUCTION OF DEBT

In line with the Company's publically stated policy the summary of divestments carriedout by the Company and its subsidiaries/ associate companies are given below. TheRestructuring Committee of the Board which includes three Independent Directorscontinues to consider various options in this regard. The management is concentrating itsefforts to strengthen the core competence business segment of the Company i.e. Engineering& Construction activities.

SUMMARY OF DIVESTMENTS CARRIED OUT BY THE COMPANY AND ITS SUBSIDIARIES/ ASSOCIATECOMPANIES

Sale of entire 74% stake in BJCL cancelled

The Company had accepted on 6^th October 2016 an in-principle offer fromOrient Cement Limited (OCL) belonging to CK Birla Group for acquisition of entire 74%equity stake of JAL in Bhilai Jaypee Cement Limited (BJCL) a Joint Venture Company of JAL& Steel Authority of India Limited (SAIL) based on a total enterprise value of Rs.1450 crore subject to adjustments for Working Capital & Financial Indebtedness. BJCLowns 1.1 MTPA clinker plant at Babupur Satna M.P. (commissioned in December 2009) and2.2 MTPA cement Grinding Unit at Bhilai Chhattisgarh (commissioned in August 2010). Thedefinitive agreement was signed on 31^st May 2017 for the same. Howeverthe long stop date expired on 31^st May 2018 and the transaction had to becancelled. The Company is negotiating new proposals for this divestment.

DEBT REALIGNMENT PLAN

The Company had requested its Lenders to realign its debt in line with the cash flowprojections post divestment of cement plants. As per the Debt Realignment Plan (DRP) thetotal debt of the Company and JCCL (wholly owned subsidiary of the Company) has beensegregated into sustainable debt and unsustainable debt. While sustainable debt of JAL& JCCL is to be retained in the Company (i.e. in JAL) the unsustainable debt would betransferred to a new Real Estate Special Purpose Vehicle (SPV).

A Scheme of Arrangement (SOA) duly approved by the Board of Directors StockExchanges/SEBI shareholders secured and unsecured creditors of the Company by approx 99%by value for demerger of Company's real estate undertaking viz. SDZ Real EstateDevelopment Undertaking (SDZ-RE) comprising identified moveable and immoveable assets andliabilities (including estimated debt to the tune of Rs.11834 crore as on 1^stJuly 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly ownedsubsidiary of the Company namely Jaypee Infrastructure Development Limited (JIDL) as agoing concern on a slump exchange basis was filed with Hon'ble National Company LawTribunal (NCLT) Allahabad which is pending sanction. The long stop date of the SOAoriginally provided upto 31^st May 2018 has been extended till 30^thSeptember 2019.

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

The DRP was approved by the Independent Evaluation Committee (IEC) on 19^thJune 2017. Lenders of JAL and JCCL have appreciated the steps taken by the Company andapproved the DRP under RBI guidelines with requisite majority (more than 90%) in themeeting of Joint Lenders Forum (JLF) held on 22^nd June 2017.

The status as on 31^st March 2019 of the debt considered under RealignmentPlan as on 30^th September 2016 is as under:

Note: The above is net of Rs.10189 Crores already transferred to UltraTech CementLimited on sale of 17.2 MTPA cement plants as referred to above and excludes debt ofRs.1000 crore yet to be paid to Lenders through redemption of Redeemable Preference Shares(RPS) Series-A issued by UTCL related to JP Super Cement Plant in U.P. which shall beredeemed on compliance of certain conditions precedents to be completed by the Company.

Post approval of DRP by all the Lenders the Master Restructuring Agreement (MRA) dated31^st October 2017 was signed by all the Lenders on various dates the last being13^th December 2017 for the sustainable debt approved under DRP carryinginterest @9.5% p.a. (linked with 1 year MCLR with annual reset) and repayable over aperiod of 7 years to 20 years including moratorium period depending on the natureof loan liability.

On sanction of the Scheme by NCLT the Order shall be filed with ROC and Scheme wouldbecome effective w.e.f. 1^st July 2017 (the Appointed Date).The Order of theNCLT for the said Scheme of Arrangement is awaited.

3.0 DIVIDEND

Keeping in view the cash flow stress the Board has decided not to recommend anydividend for the financial year 2018-19.

4.0 CHANGES IN SHARE CAPITAL

During the year under report there is no change in the Paid up Share Capital of theCompany and the same stood at Rs. 4864913950 divided into 2432456975 Equity Sharesof Rs 2/- each as at 31^st March 2019. There is no change in the AuthorisedShare Capital also which is Rs.3500 crore as at 31^st March 2019.

5.0 FOREIGN CURRENCY BONDS

As informed last year the Company had after obtaining various approvals (includingBondholders Shareholders Reserve Bank of India Singapore Stock Exchange BSE & NSEdomestic lenders etc.) issued new Bonds (Series A and Series B) on 28^thNovember 2017 by way of cashless exchange with (i) USD 38.640 million 5.75% ForeignCurrency Convertible Bonds (FCCBs) Due 2021 (Series A Bonds) and (ii) USD 81.696 million4.76% Amortising Non-Convertible Foreign Currency Bonds Due 2020 (Series B Bonds). BothSeries A and Series B Bonds are listed on the Singapore Stock Exchange. The particularsabout conversion outstanding amount coupon listing etc. of these Foreign Currency Bondsare detailed in para no. 34 of the Corporate Governance Report forming part of thisReport.

6.0 EMPLOYEE STOCK PURCHASE SCHEME

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

In terms of the Scheme the Company issued and allotted 1.25 Crores Equity Shares ofRs.2 each @ Rs. 60 per share (including premium of Rs. 58 per share) to the saidTrust on 14^th December 2009. The said Trust was also allotted 6250000 EquityShares as Bonus Shares on its holding in terms of the Bonus Issue made by the Company on19^th December 2009.

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

During 2018-19 no further shares were allocated/ transferred by the Trust.

7.1.1 Works in Progress

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

It is confirmed that:

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

The Company is presently executing the works of the following projects and the statusof works is as under:

Pr ojects being Executed by Jaiprakash – Gayatri Joint Venture

The progress of on-going works is satisfactory.

7.1.2 The Company in FY 2018-19 was awarded the following Works which are now inconstruction stage:

(i) Construction of Diversion Tunnel (alongwith HM Works) Concrete Face Rockfill Dam(CFRD) Surface & Tunnel Spillway Intake Structure Two no's part Head Race Tunneland Allied Structures of Pakal Dul Hydroelectric Project in Jammu & Kashmir The workwas awarded at a Contract Price of Rs. 2853.01 crore.

(ii) Construction of a Navigation channel for running boat service for transportationof tourists visiting Statue of Unity in the Narmada on the downstream of the SardarSarovar Dam and upstream of the Garudeshwar Weir approx. 6 Kms in length 60m width and2.5m depth from the jetty near Shrestha Bharat Bhavan to the memorial and Visitor Centrenear the Statute of Unity at Kevadia in Gujarat. The work was awarded at a Contract Priceof Rs. 72.48 crore.

The following bids submitted by the Company are under evaluation as on the date ofthis report:

(i) Civil Works comprising Diversion Tunnel Coffer Dam Concrete Gravity DamIntake Structure Diversion Tunnel Gates & Hoists Desilting Chambers Head RaceTunnels(up to RD 1780 M ) etc. (LOT-1) of Teesta-IV HE Project Sikkim. (ii) Civil Workscomprising Head Race Tunnels (from RD 1780 onwards) Adit 2 Surge Shafts PressureShafts Underground Power House Transformer Hall Tail Race Tunnels and Pothead Yard etc.(LOT-2) of Teesta-IV HE Project Sikkim.

7.1.4 Bids under preparation

The Bids for the following works are under preparation:

(i) Construction of River Diversion Works Dam Intake Desilting Arrangement and HRTfrom RD 0.00 m to RD 2303.00 m including Construction of Adit-I for 600 MW KholongchhuHydro-electric Project (KC-1) located in Trashiyangtse Bhutan.

(ii) Construction of Head Race Tunnel from RD 14091.07 m to RD 15762.80 m includingConstruction Adit VI Surge Shaft Butterfly Valve Chamber Pressure Shafts Power HouseComplex and Tail Race Tunnel (KC-3) for 600 MW Kholongchhu Hydro - electric Projectlocated in Trashiyangtse Bhutan.

(iii) EPC Contract package for Design and Engineering Services Civil andHydro-mechanical Works of 210 MW Luhri Hydro-electric Project Stage-I located inDistrict Shimla and Kullu in Himachal Pradesh.

(iv) Construction of Bhadbhut Barrage 90 nos. Vertical Lift Gates of size 15.50m x10.50m Fish Pass Navigation Lock Bridges and Approach Road across river Narmada nearvillage Bhadbhut of Bharuch District (Phase-I) in Gujarat State.

7.2.1 Capacity

The capacity of Cement and Captive Power Plant in the Cement Division of the Companyand group companies as on 31^st March 2019/ at present is as under:

JAIPRAKASH ASSOCIATES LIMITED:

Note: 1.00 MTPA grinding unit at Churk and 60 MW Captive power plant at Churk werecommissioned during FY 2018-19.

OTHER SUBSIDIARY & ASSOCIATE COMPANIES:

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

7.2.2 Operations

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

7.2.3. Operational Performance (JAL)

During the financial year 2018-19 Productivity Indices of the operating units of theCompany (JAL) were as under:

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

7.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category the finestChampionship Golf Course and Integrated Sports Complex strategically located fordiscerning business and leisure travellers. Jaypee Vasant Continental with 119 rooms andJaypee Siddharth with 102 rooms are in New Delhi. Jaypee Palace Hotel and ConventionCentre is the largest property located at Agra with an inventory of 341 rooms withluxurious Presidential Suites and Jaypee Residency Manor with Valley View Tower atMussoorie has 135 rooms. Jaypee Greens Golf & Spa Resort Greater Noida is aprestigious & Luxury Resort with 170 state of art rooms overlooking the Championship18 hole Greg Norman Golf Course.

Jaypee Greens Golf & Spa Resort Greater Noida was conferred with two SATTE Awards2018 i.e. ‘Excellence in Customer Service-Hospitality-Luxury Hotel' and‘Excellence in Environmental Sustainability-Hotel'. ‘Travel & Lesiure' alsoconferred award as Best Luxury Resort–Domestic 2018 to Jaypee Greens Golf & SpaResort. The Sunday Guardian and News X also conferred award on Jaypee Greens Golf &Spa Resort as ‘Best Resort in Delhi NCR 2018-19'.

Jaypee Greens Golf Course facilitated prominent and prestigious golf events at itsChampionship 18 hole Greg Norman Golf Course. Jaypee Greens Golf Course was also conferredBest Golf Course Award in 2017 by India Golf Awards. "Atlantic-The Club" anintegrated sports complex Greater Noida (U.P.) offers world class facilities forInternational and National sporting events & tournaments with rooms & conferencehalls. It has also emerged as Sports Academy Destination. National Basket Ball Association(NBA) New York U.S.A. has joined hands with the Company for Basket Ball residentialelite academy. It is also providing basketball coaching and education at Jaypee PublicSchool (JPS) Noida to prepare the basketball players for the Indian Team. Atlantic-TheClub also has academy for cricket football & soccer. Indian Green Building Councilhas conferred LEED certificate in "Gold Category" to the Jaypee Residency ManorMussoorie; "Platinum Category" to Jaypee Vasant Continental New Delhi; whileJaypee Palace Hotel & Convention Centre Agra has been presented with the "GoldCategory" for energy & environmental design of the building.

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

Tourism is a major engine of economic growth and an important source of foreignexchange earnings. The ADRs (Average Daily Rates) revival is witnessed in 2018 bydisplaying upward trend in almost all key markets. During 2018 foreign tourist arrivalincreased 5.2% year-on-year to 10.56 million in the same period. The Foreign ExchangeEarnings (FEE) from tourism in 2018 increased 4.7% year-on-year to US $ 28.59 billion. TheGovt. of India is working to achieve one percent share in world's international touristarrivals by 2020 and two per cent share by 2025. The launch of several branding andmarketing initiatives by the Govt. of India such as ‘Incredible India' and‘Athiti Devo Bhava' have provided a focused impetus to growth.

The outlook is bright and the Company is confident to achieve higher growth coupledwith optimization of the resource utilization.

7.4 REAL ESTATE DIVISION

Jaypee Greens the real estate brand of the Jaypee Group has been creating lifestyleexperiences from building premium golf-centric residences to large format townshipssince its inception in the year 2000. Amidst a dismal real estate environment the JaypeeGroup (i.e. Company and its Subsidiary Jaypee Infratech Limited i.e. JIL) has focused onensuring delivery in its various residential projects and has completed for possessionnearly 5860 Apartments across its different townships in the year 2018-19 and 19047Units till 31^st March 2019.

Jaypee Greens Greater Noida

Jaypee Greens Greater Noida spread across 452 acres is the maiden golf centricresidential development and integrates Luxury villas and apartments with an 18 Hole GregNorman Signature golf course 9 Hole chip & putt golf course landscaped parks andlakes along with an integrated sports complex 60 acre nature park and a 5 star Spa resortin collaboration with Six Senses Spa of Thailand.

Possession has been offered for over 1775 units till 31^st March 2019across all the projects in this township. Jaypee Greens Greater Noida is appreciated byits residents and the industry as one of the finest golf centric township in India.

Jaypee Greens Wish Town Noida

Jaypee Greens Noida - being developed by the Jaypee Group is the bench mark project inthe region of Noida. Spread over 1063 acres it offers a wide range of residentialoptions ranging from independent homes to high-rise apartments and penthouses along withhost of operational amenities such as the 18+9 hole Graham Cooke designed golf facilitythe 500 bed super specialty Jaypee Hospital educational facilities including JaypeePublic School and Jaypee Institute of Information Technology. The entire township isdotted with landscaped parks recreational facilities entertainment hubs and commercialcenters.

In Jaypee Greens Wish Town Noida over 12881 apartments have been completed (till 31^stMarch 2019) in projects namely Pavilion Court & Heights Kalypso Court ImperialCourt Klassic Kosmos Aman and in Kensington Park apartments. 5860 (approx.) (510 byJAL & 5350 by JIL) residential apartments were completed in the year 2018-19.

In addition approximately 1931 (369 by JAL & 1562 by JIL) independent units ofTownhomes and residential plots have also been offered for possession across multipleprojects and a large number of plot buyers have commenced construction of their homes.Along with these residential units possession of retail shops in Imperial Pavilion andKlassic Arcades has also been offered thereby enhancing the facilities for the residents.

Jaypee Greens Sports City

Jaypee Greens Sports City located adjacent to the Yamuna Expressway is home toIndia's first International

Motor racing track a long green boulevard and much more. This Sports City had hostedIndia's first F1 race in October 2011 followed by two more races in 2012 and 2013.

The development of Sports City inter-alia comprises of various thematic districtsoffering residential sports commercial and institutional facilities. The commercial zonewill offer well defined areas for elaborate financial and civic centers along withresidential districts which will have a vast range of products including villas townhomes and residential plots and mid to high rise apartment blocks to suit therequirements of all. Over 2460 residential plots in Country Home-I & II KrownsGreencrest Homes and Yamuna Vihar have been offered for possession till 31^stMarch 2019 by Jaypee Group.

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

7.5 SPORTS DIVISION

Jaypee Sports International Limited (JSIL) (incorporated on 20^th October2007 and amalgamated into the Company JAL on 16^th October 2015) wasallotted around 1100 Ha. of land for development of Special Development Zone (SDZ) withsports as a core activity by Yamuna Expressway Industrial Development Authority (YEIDA).This area is inclusive of 100 Ha of land to be used for Abadi Development. The coreactivities are sports inter-alia Motor Race Track suitable for Holding Formula One raceand setting up a Cricket stadium of International Standard to accommodate above 100000spectators and others.

The Motor Race Track known as Buddh International

Circuit (BIC) was completed well in time and JSIL successfully hosted three IndianGrand Prix held in October 2011 October 2012 & October 2013. The success of theevent was acknowledged by winning of many awards and accolades. Buddh InternationalCircuit (BIC) is being patronized as one stop destination for promotional events byautomobile manufacturers exhibitions shooting of movies concerts product launches andother promotional entertainment activities.

M/s. ALA Architects have designed the first phase of cricket stadium which is likely tobe completed soon. Meanwhile friendly matches are being conducted from time to time tocheck the quality of the pitch. Some corporate T20 matches are also being played since2015. The development of non-core area planned for group housing plots flats etc. andother social activities is in process.

8.1 DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

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

-- Amelia (North) (by Madhya Pradesh Jaypee Minerals Limited) -- Dongri Tal-II (by MPJaypee Coal Limited) and

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

These coal blocks had been allocated to Madhya Pradesh State Mining Corporation Ltd.(MPSMCL) with an identical shareholding ratio of 51:49 between MPSMCL and JAL. Coal minedfrom Amelia (North) and Dongri Tal-II Mines was for supply to the 2 x 660 MW SuperCritical Thermal Power Plant at Nigrie (M.P.) set up by Jaiprakash Power Ventures Limited(JPVL) a subsidiary of JAL (now an Associate Company w.e.f. 18.02.2017). Mandla (North)Coal Block owned by JAL was for captive use of Coal for Cement Plants and CPPs. Afterdeveloping Amelia (North) Coal Block the JVC viz Madhya Pradesh Jaypee Minerals Limited(MPJML) had started supply of Coal to Jaypee Nigrie Super Thermal Power Plant (JNSTPP).The remaining three Coal Blocks had also achieved substantial progress in developing themines and obtaining clearances/ approvals.

Consequent to Supreme Court verdict dated 24.09.2014 allocation of 204 coal blocksincluding Amelia (North) Dongrital-II & Mandla South allotted to MPSMCL and MandlaNorth to JAL were cancelled. Subsequently Ministry of Coal decided to reallocate thecancelled coal blocks through e-auction/allocation. Amelia (North) and Mandla North coalblocks which were categorized as schedule-II (Mines producing coal or about to produce)were put for e-auction in first tranche wherein JPVL and JAL were declared successfulbidder for above blocks respectively. Subsequently JCCL also won Mandla South and Majracoal mines in the auction held for coal blocks in Schedule-III and tranche-IIIrespectively.

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

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

The Plant is operating satisfactorily. Daily garbage of the city of Chandigarh is beingused as per the agreement. The plant is serving the twin purpose of keeping the city cleanand to conserve the energy resources in the form of producing fuel called as RefuseDerived Fuel (RDF). RDF (in fluff form) the final product of the plant is being disposedoff commercially as a good substitute of conventional fuel in the industries and Powerplants located around Chandigarh.

8.3 OTHER DIVERSIFICATION INITIATIVES THROUGH AFFILIATES

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

9.0 SUBSIDIARIES ASSOCIATES & JOINT VENTURES

As on 31^st March 2019 in terms of the provisions of Companies Act 2013your Company had following 17 subsidiaries which are engaged in different businessactivities:

1. Bhilai Jaypee Cement Limited

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited

4. Jaypee Assam Cement Limited

5. Jaypee Infratech Limited

6. Jaypee Ganga Infrastructure Corporation Limited

7. Himalyan Expressway Limited

8. Jaypee Agra Vikas Limited

9. Jaypee Infrastructure Development Limited

10. Jaypee Cement Hockey (India) Limited

11. Jaypee Fertilizers & Industries Limited

12. Jaypee Uttar Bharat Vikas Private Limited

13. Kanpur Fertilizers & Cement Limited

14. Himalyaputra Aviation Limited

15. Jaypee Healthcare Limited

16. Jaiprakash Agri Intiatives Company Limited

17. Yamuna Expressway Tolling Limited

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH 2019

As on 31^st March 2019 the Company (JAL) has following Associate Companies[as per Section 2(6) of Companies Act 2013 i.e. in which it holds 20% or more of totalshare capital] and Joint Ventures:

1. Jaiprakash Power Ventures Limited (29.74%)

2. Madhya Pradesh Jaypee Minerals Limited (49.00%)

3. MP Jaypee Coal Limited (49.00%)

4. MP Jaypee Coal Fields Limited (49.00%)

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

6. Sonebhadra Minerals Pvt. Limited. (48.76%) Jaiprakash Power Ventures Limited (JPVL)is no more a subsidiary of JAL w.e.f. 18.02.2017 and has become an Associate Company fromthat date. Therefore the following subsidiaries of JPVL also ceased to be subsidiaries ofJAL w.e.f. 18.02.2017 and had become Associate Companies being subsidiaries of JPVL:

1. Jaypee Arunachal Power Limited

2. Jaypee Powergrid Limited

3. Sangam Power Generation Company Limited

4. Prayagraj Power Generation Company Limited (It is no more a subsidiary of JPVLw.e.f. 18.12.2017 hence no more an Associate of JAL w.e.f. 18.12.2017.)

5. Jaypee Meghalaya Power Limited

6. Bina Power Supply Limited

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

Annexure-2.

10.0 CONSOLIDATED FINANCIAL STATEMENTS

The statement (in prescribed form AOC-1) as required under Section 129 of the CompaniesAct 2013 in respect of the Subsidiaries and Associate companies of the Company isannexed and forms an integral part of this Report. The consolidated financial statementsof the Company & its subsidiary/ associate companies as mentioned in form AOC-1 forthe year ended 31^st March 2019 prepared in accordance with Accounting Standard(IND AS-110) "Consolidated Financial Statements" prescribed by the Institute ofChartered Accountants of India form part of the Annual Report and Financial Statements.The Financial Statements of the subsidiary/associate companies and the related detailedinformation (as per Section 129 of the Companies Act 2013) will be made available to theshareholders of the Company and subsidiary/associate companies seeking such information.The financial statements of the subsidiary/ associate companies will also be kept forinspection by any shareholder at Company's Corporate Office/ Registered Office and alsothat of the subsidiaries. Further the Company shall furnish a hardcopy of financialstatements of subsidiary/associate companies to any shareholder on demand. The Company hasalso uploaded the Financial Statements of subsidiary companies on its website i.e.www.jalindia.com. The Directors are of the opinion that the subsidiaries and JointVentures/ Associate companies of your Company have promising future except asspecifically mentioned in this Report & its annexures.

11.0 OUTLOOK

Post divestment of part of cement business and other assets to deleverage the balancesheet of the Company the management is putting its best efforts to enhance its presencein its core business i.e. Engineering & Construction activities. The Company has atpresent a order book about 11500 crore plus escalation of E&C Contracts.

The performance during the year is considered satisfactory. The future prospects of theCompany's business and the business of its subsidiaries is bright. The Company iscommitted to reduce the debt and enhance the shareholders' value.

12.1 Cessation of Directorships:

(i) Shri Shailesh Verma (nominee of SBI) w.e.f. 18.05.2018 As reported lastyear Shri Shailesh Verma (DIN 07688801) ceased to be a Director of the Company w.e.f.18.05.2018. The Board places on record its appreciation for the valuable contribution ofShri Verma during his tenure on the Board of the Company.

(ii) Shri B.K. Goswami (Independent Director) w.e.f. 22.11.2018 Shri B.K.Goswami (DIN 00003782) has resigned from the office of Independent Director of the Companyw.e.f. 22.11.2018 due to his personal reasons. The Board places on record its appreciationfor the valuable contribution of Shri Goswami during his tenure on the Board of theCompany.

12.2 Co-option of Shri Jaiprakash Gaur ji Founder Chairman as a Director w.e.f.19.05.2018

As reported last year the Founder Chairman Shri Jaiprakash Gaur ji (DIN00008085) was co-opted on the Board of the Company for availing his expert guidance andvision on a regular basis especially in the present scenario for rejuvenation of variousbusiness segments of the Company w.e.f. 19.05.2018.

12.3 The composition of the Board

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

12.4 Present tenure of Directors

The term of seven Independent Directors (reappointed in 20^th AGM held on 23^rdSeptember 2017) of the Company is as under:

The term of five Executive Directors of the Company is as under:

Note: The approval for proposal of re-appointment of S. No. 1 & 2 above is beingsought through postal ballots (whose results are expected in September 2019). The proposalfor approval of re-appointment of S. No. 3 & 4 above is contained in the Notice ofAGM.

There is no tenure for other two Directors viz. Shri Jaiprakash Gaur ji (the FounderChairman being liable to retire by rotation) and Shri S.C. Rathi (being nominee of LIC).

12.5 Retirement by rotation:

Shri Ranvijay Singh Director would retire by rotation at the forthcoming AnnualGeneral Meeting of the Company. The proposal for approval for his re-appointmenthas been included in the Notice of the Annual General Meeting.

12.6 Wholetime Key Managerial Personnel:

The details about the Wholetime Key Managerial Personnel are given in Para No. 22 ofthe Corporate Governance Report enclosed herewith.

13.0 DEPOSITS

Your Company enjoyed respectable track record of compliance of Public Deposit rulesprescribed by Government of India from time to time. As on 1^st April 2014 theCompany had outstanding fixed deposits and interest payable thereon aggregatingRs.2722.53 Crores which have since been repaid except for minor amount which will alsobe repaid in due course. An outstanding amount of about Rs. 20 lacs as on 31^stMarch 2019 on account of fixed deposits represents some cases under litigation and sometransmission cases which too shall be settled in due course without any delay on the partof the Company.

14.0 AUDITORS AND AUDITORS' REPORT 14.1 STATUTORY AUDITORS:

M/s. Rajendra K. Goel & Co. Chartered Accountants (Firm's RegistrationNo.001457N) were appointed as Statutory Auditors of the Company for a term of fiveconsecutive Financial Years i.e. for 2017-18 to 2021-22 in 20^th Annual GeneralMeeting (AGM) held on 23^rd September 2017. They hold office from theconclusion of the 20^th AGM held on 23^rd September 2017 tillconclusion of the 25^th AGM to be held in the year 2022. Pursuant to amendmentin provisions of the Companies Act 2013 w.e.f. 07.05.2018 ratification of appointment ofstatutory auditors by the shareholders at every AGM is not required.

14.2 SECRETARIAL AUDITORS:

CS Ashok Tyagi (COP No. 7322) Practising Company Secretary was appointed asSecretarial Auditor of the Company on 19^th May 2018 by the Board of Directorsbased on recommendations of the Audit Committee as per Section 204 of the Companies Act2013 for the Financial Year 2018-19. The Secretarial Audit Report for the financial yearended 31^st March 2019 forms part of the Directors' Report.

Based on the recommendations of the Audit Committee the Board has further re-appointedCS Ashok Tyagi (COP No. 7322) Practising Company Secretary to conduct the SecretarialAudit for the Financial Year 2019-20 as per Section 204 of the Companies Act 2013.

14.3 COST AUDITORS:

For the Financial Year 2018-19 M/s. J.K. Kabra & Co. Cost Accountants (Firm'sRegistration No. 2890) are carrying out the cost audit in respect of applicable businessesof the Company and their report will be filed with Central Government in due course.

For the Financial Year 2019-20 the Board of Directors of the Company havere-appointed based on recommendations of the Audit Committee M/s. J.K. Kabra & Co.Cost Accountants (Firm's Registration No. 2890) as Cost Auditors for auditing the costaccounts in respect of applicable businesses of the Company. Their remuneration is subjectto ratification by shareholders for which a proposal is contained in the Notice of AGM.

The Report on Corporate Governance and Management Discussion & Analysis Reportand Business Responsibility

Report (BRR) in prescribed format in terms of Regulation 34 and 53 read with ScheduleV of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR) areannexed and form part of this Annual Report. A certificate from the Auditors confirmingcompliance with the conditions of Corporate Governance is also annexed. The Company iscomplying with the Corporate Governance norms laid down in LODR. The BRR as well as theCompany's Policy on Sustainable Development are accessible on the Company's websitewww.jalindia.com

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

Employee relations continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the employees' confidence team spirit& determination in facing the challenges at all works sites and all offices andachieving satisfactory progress.

CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

There was no case filed by any woman during the Calendar year 2018 nor during Calendaryear 2019 (till date) pertaining to sexual harassment of women at work place. The Companyhas formed an ‘Internal Complaints Committee' pursuant to the provisions of ‘TheSexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013' for the purpose of prevention ofsexual harassment of women at workplace. The said Committee gave its Report for theCalendar Year 2018 as well as Interim Report for the Calendar Year 2019 (till date) whichconfirms that no such case has been filed during the said periods.

17.0 OTHER REQUIRMENTS OF COMPANIES ACT 2013 17.1 EXTRACT OF THE ANNUAL RETURN UNDERSECTION 92 (3)

The extract of the Annual Return as provided under Section 92(3) (in form MGT-9) isenclosed as Annexure-3. 17.2 THE NUMBER OF MEETINGS OF THE BOARD

The total no. of meetings of the Board of Directors held during the Financial Year2018-19 is 5 (Five) i.e. 19^th May 2018 (ii) 30^th July 2018.(iii) 3^rd November 2018 (iv) 8^th February 2019 and (v) 16^thMarch 2019. The details of meetings attended by Directors is given in Corporate GovernanceReport in Para 2.0.

17.3 DIRECTORS' RESPONSIBILITY STATEMENT

Based on internal financial controls work performed by the Internal Statutory Costand Secretarial Auditors and external agencies the reviews performed by the managementwith the concurrence of the Audit Committee pursuant to Section 134(5) of the CompaniesAct 2013 the Board states the following for the year ended 31^st March 2019:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate operating effectively and thesame are being strengthened on continuous basis from time to time.

17.4 STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6)& (7)

In Compliance with the provisions of Section 149(6) & 149 (7) of the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 [LODR]Company has received requisite declarations from all the Independent Directors of theCompany.

17.5 NOMINATION AND REMUNERATION POLICY UNDER SECTION 178(3)

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

17.6 COMMENT ON QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE (IFANY) BY THE STATUTORY AUDITORS AND BY THE COMPANY SECRETARY IN PRACTICE INSECRETARIAL AUDIT REPORT

The observations of Statutory Auditors & Secretarial Auditors and Notes to thefinancial statements are self-explanatory.

Their observations/qualifications and reply of management are given in Annexure4 . 17.7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Particulars of Loans Guarantees or Investments are given in the notes to financialstatements especially under Note No. 3 4 6 and 34 of the Financial Statements.

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

The particulars as per the prescribed Format (AOC-2) are enclosed as Annexure 5.All the related party transactions during the year were on an arm's length basis and inordinary course of business.

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

The State of Company Affairs is given in para no. 1 2 7 & 8 above.

17.10 AMOUNT IF ANY WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES

NIL.

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

NIL.

17.12 MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between 31^st March 2019 and the date of thisReport.

17.13 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars with respect to conservation of energy technology absorption foreignexchange earnings & outgo pursuant to Section 134 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 for the year ended 31^st March 2019 areannexed as Annexure 6 and form an integral part of this Report.

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

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

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

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

The details about the Corporate Social Responsibility (CSR) Policy are given inCorporate Governance Report. The said Policy of the Company is available on the followinglink: [www.jalindia.com/attachment/ CSRpolicy.pdf].

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

17.16 STATEMENT INDICATING THE MANNER IN WHICH

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Annual Evaluation of Board its Committees and Directors is done as per theCriteria laid down by the Nomination and Remuneration Committee (NRC). The NRC carried outthe evaluation of performance of the Board its Committees (other than NRC) and also ofExecutive Directors of the Company at its meeting held on 27^th May 2019. TheBoard also carried out the evaluation of NRC at its meeting held on 28^th May2019.

The composition of Committees of the Board is as under:

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 ShriT.R. Kakkar (earlier Member) is Chairman and Shri S.C.K. Patne is Member.)

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 ShriR.N. Bhardwaj is Chairman.)

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 Ms. H.A.Daruwalla is Chairperson Shri Sunil Kumar Sharma is Member and Shri Sunny Gaur is no morea Member.)

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 ShriS.C.K. Patne is Chairman. Shri T.R. Kakkar had become Member w.e.f. 19.05.18.)

7. RISK MANANGEMENT COMMITTEE

The FINANCIAL RESTRUCTURING COMMITTEE of the Board has been discontinued w.e.f. 8^thFebruary 2019 and the scope & functions of this Committee would be carried out byalready constituted RESTRUCTURING COMMITTEE.

The Independent Directors also carried out evaluation of Board of Directors ExecutiveChairman & other Directors in their meeting held on 8^th February 2019. Thedetails of the same are given in Corporate Governance Report para no. 9.0.

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

There is no significant order passed by the regulators or courts or tribunals impactingthe going concern status. Details of Orders of Competition Commission NCLT and SupremeCourt are given in Notes to Financial Statements/ Directors Report.

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

The Company has laid down adequate internal financial controls & checks which areeffective and operational. The Internal Audit of the Company for FY 2018-19 has beencarried out by M/s Ernst & Young LLP for all divisions & units of the Company. TheAudit Committee regularly interacts with the Internal Auditors the Statutory Auditors andsenior executives of the Company responsible for financial management and other affairs.The Committee evaluates the internal control systems and checks & balances forcontinuous updation and improvements therein. The Audit Committee also regularly reviews& monitors the budgetary control system of the Company as well as system for costcontrol financial controls accounting controls physical verification etc. The AuditCommittee has regularly observed that proper internal financial controls are in placeincluding with reference to financial statements.

Based on recommendations of the Audit Committee the Board has appointed M/s Ernst& Young LLP as Internal Auditors for F.Y. 2019-20 for all divisions/units of theCompany.

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

The Details are given in Annexure - 8.

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

The Details are given in Annexure-9. 18.0 ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to variousDepartments and Undertakings of the Central and State Governments Consortium of Banks andFinancial Institutions and valued Clients & Customers of the Company for theirvaluable support and co-operation. Your Directors also wish to place on record theirappreciation of the whole-hearted and continued support extended by the Shareholders andInvestors as well as employees of the Company which has always been a source of strengthfor the Company.