The Members,
Your Directors submit their report for the Financial Year ended
31st March 2023. 1.0 WORKING RESULTS
The working results of the Company for the year under report are as
under:
Financial year ended |
31.03.2023 |
31.03.2022 |
Gross Total Revenue |
4162.49 |
3364.22 |
Profit before Interest, |
627.95 |
243.81 |
Depreciation & Tax (PBDIT) |
|
|
Less: Finance Costs |
885.91 |
840.24 |
Less : Depreciation |
235.25 |
254.05 |
Profit/(Loss) before |
(-)493.21 |
(-)850.48 |
Exceptional items & Tax |
|
|
Exceptional Items - Gain/ (Loss) |
(-)215.04 |
(-)18.06 |
Profit/(Loss) before Tax |
(-)708.25 |
(-)868.54 |
Provision for Tax |
12.63 |
15.24 |
(including Deferred Tax) |
|
|
Profit/(Loss) from continuing |
(-)720.88 |
(-)883.78 |
operations after Tax (Net Profit) |
|
|
Profit/(Loss) from discontinued |
(-)441.36 |
(-)348.10 |
operations after Tax (Net Profit) |
|
|
Other Comprehensive Income |
4.22 |
1.70 |
Total Comprehensive Income |
(-)1158.02 |
(-)1230.18 |
Basic Earnings Per Share [Face |
(-)4.73 |
(-)5.02 |
Value Rs.2/- per share] in Rupees |
|
|
Diluted Earnings Per Share [Face |
(-)4.73 |
(-)5.02 |
Value Rs. 2/- Per Share] in Rupees |
|
|
During the year under report, the gross total revenue of the Company
improved from Rs.3364.22 crores in FY 2021-22 to Rs.4162.49 crores in the current year due
to better performance of hospitality and real estate division. PBIDT showed improvement at
15.09% of Gross Total Revenue for the year under report against 7.25% in the year ended
31st March, 2022. There was an exceptional loss item of loss on account of 21.50 crores.
EFFORTS TO DELEVERAGE COMPANY'S BALANCE SHEET
As already reported, the Company has continuously endeavoured to
deleverage its balance sheet by enhancing operational efficiency and divestment of assets
for the overall benefit of stakeholders.
As the members are aware, in line with restructuring/ reorganization/
realignment of the debt of the Company, a
Scheme of Arrangement (SOA) was approved by the Board of
Directors, for demerger of Company's real estate undertaking viz. SDZ Real Estate
Development Undertaking (SDZ-RE) comprising identified moveable and immoveable
assets and liabilities (including estimated debt to the tune of Rs.11,834 crore as on 1st
July 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly owned
subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL)
as a going concern, on a slump exchange basis. The SOA is pending for sanction by
Hon'ble National Company Law Tribunal (NCLT), Allahabad. The long stop date of
the SOA originally provided upto 31st May 2018 was extended, from time to time and the
extension is now valid upto 30th September, 2023. 2.0 PAST DISINVESTMENT INITIATIVES
& ONGOING REDUCTION OF DEBT BY THE COMPANY
In line with the Company's publicly stated policy, the summary of
divestments carried out by the Company and its subsidiaries/ associate companies, as
already reported are once again given below:-
SUMMARY OF DIVESTMENTS CARRIED OUT BY THE COMPANY AND ITS SUBSIDIARIES/
ASSOCIATE COMPANIES
Transaction |
Enterprise value |
Date of divestment |
|
(Rs. crore) |
|
1. Sale of 4.80 MTPA Cement
Plants in Gujarat demerged by Jaypee Cement Corporation Limited (JCCL) (a wholly owned
subsidiary) |
3,800.00 |
12th June 2014 |
2. Sale of entire 74% stake
in Bokaro Jaypee Cement Limited (a subsidiary), having 2.10 MTPA cement grinding plant |
667.57 |
29th November 2014 |
3. Sale of 1.5 MTPA Cement
Grinding Unit of Company in Panipat, Haryana |
358.22 |
27th April 2015 |
4. Sale of 1091 MW HEP at
Karcham & 300 MW HEP at Baspa-II, Himachal Pradesh by Jaiprakash Power Ventures
Limited (JPVL) (then Subsidiary, now Associate of the Company) |
9,700 |
8th September 2015 |
5. Sale of 49 MW Wind Power
Plants of the Company (40.25 MW in Maharashtra & 8.75 MW in Gujarat) |
161.00 |
30th September 2015 |
Transaction |
Enterprise value (Rs.
crore) |
Date of divestment |
6. Sale of 17.2 MTPA
identified Cement Plants (including captive power plants) in Uttar Pradesh , Madhya
Pradesh, Himachal Pradesh, Uttarakhand & Andhra Pradesh (which includes 5.0 MTPA
cement plant of JCCL) |
16,189.00 |
29th June 2017 |
TOTAL |
30,875.79 |
|
DEBT RE-ALIGNMENT/DEBT REDUCTION PLAN
As already reported, the Company requested its Lenders to realign its
debt in line with the cash flow projections post divestment of cement plants at serial
no.6 at item no.2.0 above. As per the Debt Realignment Plan (DRP), the total debt
of the Company and JCCL (wholly owned subsidiary of the Company) was segregated 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 be transferred to a
new Real Estate Special Purpose Vehicle (SPV), the details whereof are mentioned below.
As mentioned above, a Scheme of Arrangement (SOA) duly approved
by the Board of Directors, Stock Exchanges/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 Estate Development Undertaking (SDZ-RE) comprising
identified moveable and immoveable assets and liabilities (including estimated debt to the
tune of Rs.11,834 crore as on 1st July 2017 (i.e. the Appointed Date) for transfer
to and vesting with the wholly owned subsidiary of the Company, namely, Jaypee
Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis
was filed with Hon'ble National Company Law Tribunal (NCLT),
Allahabad, which is pending sanction. The long stop date of the SOA
originally provided upto 31st May 2018 has been extended till 30th September, 2023.
Interest accrued on apportioned debt to be transferred to SDZ-RE i.e.
JIDL upon Order of NCLT, Allahabad, with appointed date of 1st July 2017 has been added to
the carrying cost of the Inventory/ Projects under Development in respect of SDZ-RE, since
the same has to be serviced from the assets/ development of assets of the said SDZ-RE.
The DRP was approved by the Independent Evaluation Committee (IEC) on
19th June 2017. Lenders of JAL and JCCL have appreciated the steps taken by the Company
and approved the DRP under RBI guidelines with requisite majority (more than 90%)
in the meeting of Joint Lenders Forum (JLF) held on 22nd June by ICICI Bank Limited
(the lender) 2017. The status as on 31st March 2023 of the debt considered under
Realignment Plan (initially as on 30th September 2016)' is as under:
Particulars |
JAL |
JCCL |
Total JAL & JCCL as on |
Total JAL & JCCL as on |
Total JAL & JCCL as on |
|
|
|
30.09.16 |
31.03.22 |
31.03.23 |
Unsustainable Debt proposed
to be transferred to a new Real Estate Special Purpose Vehicle (SPV) & Potential Debt
Asset Swap |
12,930 |
660 |
13,590 |
12,503 |
12,503 |
Balance |
5,589 |
778 |
6,367 |
5,090 |
5,015 |
Sustainable Debt (including
FITL) to be retained in the Company (Residual JAL)** |
|
|
|
|
|
Total |
18,519 |
1,438 |
19,957 |
17,593 |
17,518 |
Note: The above is net of Rs.10,189 crore already
transferred to UltraTech Cement Limited on sale of 17.2 MTPA cement plants as referred to
above and excludes debt of Rs.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 were not redeemed and the matter is pending before duly
constituted Arbitral Tribunal.
Post approval of DRP by all the Lenders, the Master Restructuring
Agreement (MRA) dated 31st October 2017 was signed by all the Lenders
on various dates, the last being 13th December 2017, for the
sustainable debt approved under DRP carrying interest @9.5% p.a. (linked with 1 year MCLR
with annual reset) and repayable over a period of 7 years to 20 years including moratorium
period depending on the nature of loan liability. The restructuring got stalled,
inter-alia, due to initiation of CIRP of Company's subsidiary, JIL pending litigation
at Hon'ble Supreme Court of India in the matter of Company's subsidiary, Jaypee
Infratech Limited. The restructuring is still underway and yet to be completed. In the
said matter, the Company was made to deposit a sum of Rs.750 crores with the Hon'ble
Supreme Court of India. The Hon'ble Supreme Court of India vide its Order dated 24th
March, 2021 directed that the said sum of Rs.750 crores is the asset of the Company, but
before the aforesaid sum is remitted back to the Company, a reconciliation of accounts
between JIL and the Company would be necessary which shall be carried out under the
supervision of the Principal Bench, NCLT, Delhi. After several hearings before the NCLT,
New Delhi, an order dated 7th March,
2023 was passed but due to certain inherent deficiencies in the said
order, an appeal was filed before the NCLAT and the matter is pending before the said
Appellate Tribunal.
The Directors wish to inform that an application under Section
7 of IBC, 2016 was filed against the Company before the NCLT,
Allahabad. It was pleaded by the Company before the NCLT, Allahabad that once the SOA, as
referred to above, is passed, the default of the Company would be cured. The matter
regarding the said application u/s 7 of IBC, 2016 and SOA is being heard by the Tribunal
simultaneously.
It needs to be added that Yamuna Expressway Industrial Development
Authority (YEIDA) vide its communication dated 12th February, 2020 cancelled the land
admeasuring 1085 hectares (core/non-core area) located at Special Development Zone (SDZ),
Sector-25, Sports City, Greater Noida, allotted to the Company, inter-alia, of alleged
non-payment of dues for which an agreement for deferment of instalments had already been
arrived at between the parties. A part of the said parcel of the land is subject matter of
SOA. The Company has challenged the said Order passed by the YEIDA before the Hon'ble
Allahabad High Court and has also deposited an amount as per directions in Interim, by the
Hon'ble High Court.
The matter is pending for final hearing.
Once the Scheme is sanctioned by NCLT, the Order so passed shall be
filed with ROC and the said Scheme would become effective w.e.f. 1st July 2017 (the
Appointed Date).
Proposed Sale of Cement Business to Dalmia Cement (Bharat) Limited
The Board in its meeting held on 12th December, 2022 decided to divest
its Cement Business / assets ( including stake sale in the shares of Joint Venture/
subsidiary Company BJCL) situated in the States of Uttar Pradesh, Madhya Pradesh and
Chhatisgarh, having aggregate cement capacity of 7.4 Mn TPA, Clinker Capacity of 6.7 Mn
TPA, (including Cement Capacity of 2.2 Mn TPA & Clinker Capacity of 1.1 Mn TPA of the
Joint Venture company whose 74% equity stake is held by the Company) and Thermal Power
Plants of aggregate capacity of 280 MW, including proposed spinoff of 180 MW Thermal Power
Plant into a Special Purpose Vehicle of the Company (whose 57% equity stake will be held
by Dalmia Cement (Bharat) Limited), Company's certain land parcels situated at Sadwa
& Chunar (Uttar Pradesh), at an approximate Enterprise Value of Rs.5,586 Crores
(Rupees Five thousand five hundred & eighty six Crores only), on slump sale subject to
mutually agreed adjustments, liabilities, and other terms and conditions.
Post filing of SOA and consummation of the above referred transaction
with Dalmia Cement (Bharat) Limited, the overall debt left with the Company would be very
minimal.
3.0 DIVIDEND
Keeping in view the cash flow stress, the Board has decided not to
recommend any dividend for the financial year 2022-23.
4.0 FOREIGN CURRENCY BONDS
As informed last year also, the Company had, after obtaining various
approvals (including of Bondholders, Shareholders, Reserve Bank of India, Singapore stock
exchange, BSE & NSE, domestic lenders, etc.), issued new Bonds (Series A and Series B)
on 28th November 2017, by way of cashless exchange with (i) USD 38.640 million, 5.75%
Foreign Currency Convertible Bonds (FCCBs) Due 2021 (Series A Bonds), and
(ii) USD 81.696 million, 4.76% Amortising Non-Convertible Foreign
Currency Bonds Due 2020 (Series B Bonds). Both Series A and Series B Bonds
(both listed on the
Singapore Stock Exchange) having become due for redemption on 30th
September, 2021 & 30th September, 2020 respectively and the discussions are in
progress to finalise the modalities for conversion, etc. The particulars about conversion,
outstanding amount, coupon, listing etc. of these Foreign Currency Bonds are detailed in para
no. 33 of the Corporate Governance Report forming part of this Report.
5.0 EMPLOYEE STOCK PURCHASE SCHEME
As the Members are aware, "Jaypee Group ESPS, 2009 Trust"
was created in 2009 for administering the Stock Purchase Scheme of the Company namely
"Jaypee Employee Stock Purchase Scheme, 2009" for the ultimate benefit of
the employees (including Directors) of the Company and its subsidiaries.
In terms of the Scheme, the Company issued and allotted 1.25 Crores
Equity Shares of Rs.2 each @ Rs. 60 per share (including premium of Rs. 58 per share)
to the said Trust on 14th December 2009. The said Trust was also allotted
62,50,000 Equity Shares as Bonus Shares on its holding, in terms of
the Bonus Issue made by the Company on 19th December 2009.
Since inception, the Jaypee Group ESPS, 2009 Trust' has
allocated/ transferred Equity Shares to the eligible employee under the scheme, as under:
Particulars |
No. of Eligible Employees |
No. of original Shares
(excluding Bonus) |
No. of Bonus Shares |
Total no. of shares
(including Bonus) |
Total Shares available under
ESPS Scheme |
|
12,500,000 |
6,250,000 |
18,750,000 |
Transferred/ allocated during
2010-11 |
8,032 |
11,263,706 |
5,631,852 |
16,895,558 |
Transferred/ allocated during
2011-12 |
4 |
3550 |
1775 |
5,325 |
Transferred/ allocated during
2012-13 to 2022-23 |
- |
- |
- |
- |
Balance shares as on
31.03.2023 |
|
1,232,744 |
616,373 |
1,849,117 |
During no further shares were allocated/ transferred by the Trust.
Thus, a balance of 1,849,117 Equity Shares (including bonus shares) are still lying
with the Trust for transfer to the eligible employees in due course.
It is confirmed that:
(a) there is no employee who has been issued shares in any 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.
6.0 OPERATIONS OF THE COMPANY
6.1 ENGINEERING & CONSTRUCTION DIVISION
6.1.1 Works in Progress
The Company is presently executing the following works / projects. The
present status of works is given below:
Name of Work/Project under
execution |
Location of Work/ Project |
Contract Price (Base
Value) (Rs. in crores) |
Nature of Work/ Project |
Value of work completed
(excluding escalation and extra items) as on 31.03.2023 (Rs. in crores) |
Works pertaining to : |
|
|
|
|
1. Turnkey execution of
Srisailam Left Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava
Reddy Project. |
Telangana State |
2048.49 (Revised) |
Irrigation Tunnels |
1,657.16 |
2. Construction of Diversion Tunnel, Dam, |
Bhutan |
1,224(Original) |
Hydro Power |
1,507.82 |
Intake and Desilting Arrangement including |
|
1,519.02 |
Generation |
|
Hydro-mechanical Works and
Highway Tunnel (Contract Package C-1) of Punatsanchhu II Hydroelectric Project. |
|
(Estimated) |
(1020 MW) |
|
3. Construction of Head Race
Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts,
Power House and Tail Race Tunnel including Hydro- Mechanical Works (Contract Package C-3)
of Punatsanchhu II Hydroelectric Project. |
Bhutan |
856 (Original) 1,046.53
(Estimated) |
Hydro Power Generation (1020
MW) |
953.92 |
4. 4-laning of Varanasi -
Gorakhpur section of NH-29 from km 88.000 (Design chainage 84.160) to km 148.000 (Design
chainage 149.540) [Package-III Birnon village to Amilla village] under NHDP Phase-IV in
the state of Uttar Pradesh |
Uttar Pradesh |
840 |
Highway Project |
787.08 |
5. 4- laning of Varanasi
Gorakhpur section of NH-29 from km 148.000 (Design chainage 149.540) to km 208.300 (Design
chainage 215.160) [Package-IV Amilla Village to Gorakhpur] under NHDP Phase-IV on EPC mode
in the State of Uttar Pradesh |
Uttar Pradesh |
1,030 |
Highway Project |
941.49 |
6. Palamuru Rangareddy Lift
Irrigation Scheme- PRLIS- (Package No.4)-Earth work Excavation & Construction of Twin
Tunnel in between Anjanagiri Reservoir at Narlapur(V) and Veeranjaneya Reservoir at
Yedula(V) from Km 8.325 to Km 23.325 in Mahabubnagar District (Work awarded to JAL - VARKS
NECL JV with JAL as Lead Partner) |
Telangana State |
1,708.29 (Revised 1,621.92)
(JAL's share 823.58 (51%) of Contract Price) |
Irrigation Tunnels |
768.96 (JAL's share) |
7. New High Level Bridge in
up-stream of existing Gora Bridge on river Narmada, Gujarat |
Gujarat |
169.06 (Revised) |
Major Bridge |
160.90 (Work completed on
28.02.2023) |
8. Construction of Dam,
Diversion Tunnel, Intake, Intake Tunnels, Head Race Tunnel (from RD 0.00 to RD 3100.35),
Adit 1 and Diversion Tunnel Gates (Contract Package C-1) of Arun-3 Hydroelectric
Project in Nepal. |
Nepal |
NPRs. 509.1901 crore plus INR
803.4669 crore (Equivalent INR 1121.71) |
Hydro Power Generation (900
MW) |
711.44 |
Name of Work/Project under
execution |
Location of Work/ Project |
Contract Price (Base
Value) (Rs. in crores) |
Nature of Work/ Project |
Value of work completed
(excluding escalation and extra items) as on 31.03.2023 (Rs. in crores) |
9. Execution of Naigarhi Micro
Irrigation Project (Part-I) on Turnkey basis in Madhya Pradesh |
Madhya Pradesh |
350 |
Micro Irrigation |
273.66 |
10. Execution of Naigarh Micro
Irrigation Project (Part-II) on Turnkey basis in Madhya Pradesh |
Madhya Pradesh |
327 |
Micro Irrigation |
215.04 |
11. Execution of Ram Nagar
Micro Irrigation Project on Turnkey basis in Madhya Pradesh |
Madhya Pradesh |
306 |
Micro Irrigation |
243.58 |
12. Execution of Civil and
Hydro-mechanical Works (Lot-1) of Rahughat Hydroelectric Project in Nepal |
Nepal |
USD 35.999 million plus
NPRs. 217.3368 crore (Equivalent INR 376.64) |
Hydro Power Generation (40
MW) |
138.69 |
13. Construction of Civil
Works for Barrage, Intake, Desilting tank, HRT, Surge Shaft, Power House, Tail Race Tunnel
and adits etc. of Naitwar Mori Hydroelectric Project located in Distt. Uttarkashi in
Uttrakhand |
Uttrakhand |
500 (Revised) |
Hydro Power Generation (60
MW) |
479.12 |
14. Construction of Civil
Works comprising of part Head Race Tunnels, Adits, Surge Shafts, Pressure Shaft, Valve
House, Underground Power House, MIV Cavern, Transformer Cavern,, Adits and Access Tunnels,
Tail Race Tunnels, TRT Outlet Structure and Pothead Yard etc. of Pakal Dul Hydroelectric
Project, J& K (Work awarded to Afcons - JAL Joint Venture) |
Jammu & Kashmir |
1051 (JAL's Share
30% of Contract Price) |
Power Generation (1000 MW) |
326.20 (Total) |
15. Construction of Diversion
Tunnel (along with HM works), Concrete Face Rockfill Dam (CFRD), Surface & Tunnel
Spillway, Intake Structure, Two nos. part Head Race Tunnel and Allied Structures |
Jammu & Kashmir |
2853.01 |
Power Generation (1000 MW) |
458.54 |
16. Operation and Maintenance
(O&M) of all Hydro Mechanical, Electrical Equipments and Civil work of Sardar Sarovar
Dam for Two (2) years |
Gujarat |
23.87 (Revised) |
Operation and Maintenance |
23.87 (Work Completed on
03.05.2022) |
17. Five (5) years contract
for Operation and Maintenance (O&M) of all Hydro Mechanical, Electrical Equipments and
Civil work of Sardar Sarovar Dam for the years 2022 2027 |
Gujarat |
52.55 |
Operation and Maintenance |
9.21 |
18. Repair of Spillway Glacis
and Stilling Basin of Kurichhu Hydropower Plant, Bhutan. |
Bhutan |
27.00 (Estimated 62.68) |
Repair works of Hydro plant
components |
57.09 |
19. Construction of Balance
Civil Works Package: Lot-I for Barrage, Desilting Basins, SFT, Intake Structure, Part of
HRT-I & HRT- II and other associated Structures etc. of Teesta-Vl HE Proiect, Sikkim. |
Sikkim |
1711.15 |
Hydro Power Generation (500
MW) |
618.74 |
20 Construction of River
Diversion Works, Dam, Intake, Desilting Arrangement and HRT from RD 0.00 m to RD 2,303.00
m including Construction of Adit-I for 600 MW Kholongchhu Hydro-electric Project (KC-1)
located in Trashiyangtse, Bhutan. |
Bhutan |
972.00 |
Hydro Power Generation (600
MW) |
LoA received. Contract
Agreement yet to be signed. |
Name of Work/Project under
execution |
Location of Work/ Project |
Contract Price (Base
Value) (Rs. in crores) |
Nature of Work/ Project |
Value of work completed
(excluding escalation and extra items) as on 31.03.2023 (Rs. in crores) |
21. Construction of Head Race
Tunnel from RD 14,091.07 m to RD 15,762.80 m including Construction Adit VI, Surge Shaft,
Butterfly Valve Chamber, Pressure Shafts, Power House Complex and Tail Race Tunnel (KC- 3)
for 600 MW Kholongchhu Hydro - electric Project located in Trashiyangtse, Bhutan. |
Bhutan |
621.00 |
Hydro Power Generation (600
MW) |
LoA received. Contract
Agreement yet to be signed |
22. Execution of Semariya
Micro Irrigation Project on Turnkey basis, Madhya Pradesh |
Madhya Pradesh |
144.25 |
Micro Irrigation |
LoA received. Contract
Agreement yet to be signed |
Projects being Executed by Jaiprakash Gayatri Joint Venture
Name of Work/Project under
execution |
Location of Work/ Project |
Contract Price (Base
Value) (Rs. in crores) |
Nature of Work/ Project |
Value of work completed
(including escalation and extra items) as on 31.03.2023 (Rs. in crores) |
1. Polavaram Project Right
Main Canal Package No. PPRMC 4 |
Andhra Pradesh |
301.30 (JAL's Share
51%) |
Irrigation Canal |
347.82 |
2. Veligonda Feeder and
Teegaleru Canal Project- (Package-2) |
Andhra Pradesh |
392.58 (Revised) (JAL's
Share 51%) |
Irrigation Canal |
335.41 |
Notes :
1. Works of Eastern Peripheral Expressway Project in Uttar Pradesh has
been completed and maintenance period is also over. The Project has been handed over to
the Owner on 11.11.2022.
2. Biju Para Kuru Section of Highway in Jharkhand, where land
was made available, was completed and maintenance period of the said stretch is in
progress. Works in the balance reach has also started in October, 2021 and is being
executed alongwith maintenance for already completed reach.
3. Works of Harsud Micro Lift Irrigation Project in Madhya Pradesh have
been completed and Operation & Maintenance of same started from 01.03.2021 has also
been completed.
6.1.2 The Company has been awarded or found lowest bidder for the
following Works:
(i) Construction of River Diversion Works, Dam, Intake, Desilting
Arrangement and HRT from RD 0.00 m to RD 2,303.00 m including Construction of Adit-I for
600 MW Kholongchhu Hydro-electric Project (KC-1) located in Trashiyangtse, Bhutan. The
contract has been awarded at a contract price of Rs. 972 crore. Contract Agreement yet to
be signed.
(ii) Construction of Head Race Tunnel from RD 14,091.07 m to RD
15,762.80 m including
Construction Adit VI, Surge Shaft, Butterfly
Valve Chamber, Pressure Shafts, Power House Complex and Tail Race
Tunnel (KC-3) for 600 MW Kholongchhu Hydro - electric Project located in
Trashiyangtse, Bhutan. The contract has been awarded at a contract
price of Rs. 621crore. Contract Agreement yet to be signed.
(iii) Five (5) years contract for operation and maintenance (O & M)
of all hydro mechanical, electrical equipment's and civil work of Sardar Sarovar Dam,
Kevadia for the year 2022-27. JAL is the lowest Bidder and the Bid was awarded at Contract
price of Rs. 52.55 crore. The work has commenced since 04.05.2022.
6.1.3 Bids under evaluation
The Bids for the following works are under preparation: Civil works for
Upper Reservoir, Intake at Upper Reservoir, Pressure Shafts, Steel Liners, Underground
Powerhouse, Surge Chamber, Tail Race Tunnel, Tail Race Outlet Structure, Lower Reservoir
Bund,
Strengthening of Lower Reservoir, Adits and Approach Roads (Lot- 1) of
130 MW Vijayanagar Pumped Storage Project, Karnataka
6.2 CEMENT DIVISION 6.2.1 Capacity
The capacity of Cement and Captive Power Plant in the Cement Division
of the Company and group companies as on 31st March 2023/at present is as under:
JAIPRAKASH ASSOCIATES LIMITED:
PLANT |
OPERATING
CEMENT CAPACITY MTPA |
CAPTIVE
THERMAL POWER MW |
CENTRAL ZONE |
|
|
(Jaypee Rewa Plant, Jaypee |
1.65 |
62 |
Cement Blending Unit) |
|
|
UP ZONE |
|
|
Chunar Cement Factory |
2.50 |
37 |
Churk Grinding Unit |
1.00 |
180 |
TOTAL |
5.15 |
279 |
SUBSIDIARIES & ASSOCIATE
COMPANIES: |
|
PLANT |
OPERATING
CEMENT CAPACITY MTPA |
CAPTIVE THERMAL POWER MW |
Jaypee Cement Corporation |
|
|
Limited (Subsidiary)
South |
1.20 |
60 |
Zone- Jaypee Shahbad Cement |
|
|
Plant |
|
|
Bhilai Jaypee Cement Limited |
|
|
(Subsidiary)
Plants in Satna & Bhilai |
2.20 |
- |
Jaiprakash Power Ventures |
|
|
Limited (Associate) -
Jaypee |
2.00 |
- |
Nigrie Cement Grinding Unit |
|
|
TOTAL
(Subsidiaries & Associates at present) |
5.40 |
60 |
GRAND TOTAL AT
PRESENT (JAL, JCCL, BJCL & JPVL) |
10.60 |
340 |
Thus the Group (including JPVL) at present has an installed cement
capacity of 10.60 MTPA and 340 MW of Captive power. The implementation of expansion
of Jaypee Shahabad Cement Plant by 1.20 Million Tonnes has been kept in abeyance.
6.2.2 Operations
The production and sale of Cement/ Clinker during the year under
report, as compared to the previous year, are as under:
PARTICULARS |
2022-23 |
2021-22 |
|
(MT) |
(MT) |
Cement Production (MT) |
506,591 |
2,181,403 |
Clinker Production (MT) |
452,083 |
1,731,660 |
Cement and Clinker Sale
(MT) (including Self-Consumption) |
609,740 |
2,454,724 |
6.2.3. Operational Performance (JAL)
During the financial year 2022-23 , Productivity Indices of the
operating units of the Company (JAL) were as under:
Indices |
Lime stone Crushing |
Raw meal Grinding |
Clinker Production |
Cement Grinding |
Cement Despatch including
clinker sale |
UNIT |
(MT) |
(MT) |
(MT) |
(MT) |
(MT) |
1 Jaypee Rewa Plant, Rewa (MP) |
605,763 |
670,152 |
452,083 |
150,794 |
241,241 |
2 Jaypee Cement Blending Unit,
Sadva Khurd (UP)* |
|
|
|
9,481 |
10,119 |
3 Chunar Cement Grinding Unit,
Chunar (UP) |
|
|
|
294,983 |
291,783 |
4 Jaypee Churk Grinding Unit |
|
|
|
51,333 |
51,117 |
TOTAL |
605,763 |
670,152 |
452,083 |
506,591 |
594,260 |
*Production and Despatch figures for JCBU (Blending unit at Sadwa
Khurd at S. No. 2) are incremental.
6.3 HOTELS DIVISION
The Company owns and operates five luxury hotels in the
Five Star category in Delhi, Gr. Noida, Agra & Mussoorie the finest
Championship Golf Course & Integrated Sports
Complex.
Jaypee Greens Golf Course facilitated prominent and prestigious golf
events at its Championship 18 hole Greg Norman Golf Course.
"Atlantic-The Club", an integrated sports complex, Gr. Noida
offers world class facilities for International and National sporting events &
tournaments with rooms & conference halls. It has also emerged as Sports Academy
Destination. It has academy for cricket, football & soccer. Indian Green Building
Council has conferred LEED certificate in "Gold Category" to the Jaypee
Residency Manor, Mussoorie. "Platinum Category" to Jaypee Vasant
Continental, New Delhi and Jaypee Palace Hotel & Convention Centre, Agra has been
presented the "Gold Category" award for energy & environmental design
of the building.
The Times of India Group Food & Night Life Award 2022-23 bestowed
on La-Brezza as Best Italian Premium Dining at Jaypee Greens Golf & Spa Resort,
Greater Noida. 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).
Tourism is a major engine of economic growth and an important source of
foreign exchange earnings.
Foreign Tourist Arrival in F.Y. 2019 was 10.93 million, F.Y.
20202.74 million, F.Y. 20211.52 million and in F.Y. 2022 - 6.19 million.
The Indian traveller has shown unprecedented zeal through 2022 to make
up for the lost travel opportunities during the pandemic lockdowns. These "revenge
travel" urges of 2022 will become the yearly routines in 2023 and beyond, helping
continue with the growth trajectory next year. According to the market projections,
India's travel and tourism revenue is projected to show an annual growth rate of CAGR
13.59%, projected to reach a market volume of USD 31.35bn by 2027.
Ministry of Tourism published that the Foreign tourists quadrupled to
6.19 million in 2022, but nothing to worry though FTAs is still 43% lower than 2019.
The National Council of Applied Economic Research (NCAER) reports that
tourism in India shall return to pre-pandemic level by 2026. The continuing trends and
travelers' expectations indicate promising growth for the global tourism sector.
The best infrastructure in India, as well as the most competent
healthcare professionals, make it an ideal destination for dental and medical treatments
for international travelers. By 2026, medical tourism in India is expected to reach $13
billion.
Several local governments in India have been taking steps to reduce the
carbon footprint in their travel industry and support local businesses; meanwhile,
ecotourism is increasingly gaining traction across the country.
India has many sprawling landscapes that are home to some incredible
flora and fauna.
By 2029, Indian Tourism is expected to grow 6.7% to reach INR 35
Trillion and accounting for 9.2% of the total economy, about 53 million jobs
6.4 REAL ESTATE DIVISION
Jaypee Greens, the real estate brand of the Jaypee Group has
been creating lifestyle experiences, from building premium golf-centric residences to
large format townships, since its inception in the year 2000. Amidst a dismal real estate
environment, the Jaypee Group (i.e. Company and Jaypee Infratech Limited) has also taken a
hit on the pace of delivery in its various residential & commercial projects in the
year 2022-23 and total of 21,187 Units have been offered possession till 31st March
2023.
Jaypee Greens, Greater Noida
Jaypee Greens, Greater Noida spread across 452 acres is the
maiden golf centric residential development and 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 park
and a 5 star Spa resort in collaboration with Six Senses Spa of Thailand.
Possession has been offered for over 1,817 units till 31st March
2023, across all the projects in this township. Jaypee Greens Greater Noida is appreciated
by its residents and the industry as one of the finest golf centric township in India. Jaypee
Greens Wish Town Noida - An Integrated Township.
Jaypee Greens Noida - being developed by the Jaypee Group is the bench
mark project in the region of Noida.
Spread over a sprawling 1,063 acres Integrated
Township developed by Jaiprakash Associates Limited encompassing
projects of both Jaiprakash Associates Limited & Jaypee Infratech Limited offering a
wide range of residential options ranging from independent homes to high-rise apartments
and penthouses, along with host of operational amenities such as the 18+9 hole Graham
Cooke designed golf facility, the 500 bed super specialty Jaypee Hospital, educational
facilities including Jaypee Public School and Jaypee Institute of Information Technology.
The entire township is dotted with landscaped parks, recreational facilities,
entertainment hubs and commercial centers.
Jaypee Greens Wish Town Noida Jaiprakash Associates Limited (JAL)
In Jaypee Greens Wish Town Noida, JAL has offered
3,146 Apartments and Commercial Shops have been completed (till
31st March 2023). in projects - Pavilion Court & Heights, Kalypso Court and Imperial
Court. Out of these nearly 308 apartments & commercial shops were completed in
the year 2022-2023 thereby enhancing the facilities for the residents.
In addition, till date JAL has offered possession of 398 independent
units of Town-homes, Kingswood Oriental and residential plots across multiple projects
of JAL. A large number of plot buyers have also commenced construction of their homes.
During the Year Jaypee Group, with the support of UPRERA has however restarted its two
stalled projects Kalypso Court & Knights Court during this Financial Year, becoming
the first company in the country to complete the project on Joint basis with the
customers, under the supervision of UPRERA. Wherein the customers joined hands with the
promoter to jointly fund the project by contributing their balance payments so as to
complete the pending balance finishing works in 12 Towers which include 4 towers of
Project Kalypso Court & 8 towers of Knights Court
Jaypee Greens Wish Town Noida & Aman Jaypee Infratech Limited (JIL)
Project
In Jaypee Greens Wish Town Noida, JIL projects have been developed and
constructed by Jaiprakash Associates Limited wherein JIL has handed over possession of
11,254 apartments and commercial shops till 31st March 2023 in JIL projects.
In addition to the above, 1569 independent units of Kingwood Oriental,
Kensignton Park Plots I & II and other residential plots have also been offered
for possession and a large number of plot buyers have commenced construction of their
homes.
Jaypee Greens Sports City
Jaypee Greens Sports City, located adjacent to the
Yamuna Expressway, is home to India's first International
Motor racing track, a long green boulevard and much more. This Sports
City had hosted India'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
districts offering residential, sports, commercial and institutional facilities. The
commercial zone will offer well defined areas for elaborate financial and civic centers,
along with residential districts which will have a vast range of products including
villas, town homes and residential plots and mid to high rise apartment blocks, to suit
the requirements of all.
Jaypee Greens Sports City Jaypee International Sports (JIS) JIS,
a subsidiary of Jaiprakash Associates Limited has offered possession of 2,433
residential plots in Country Home-I & II, Krowns and Greencrest Homes till 31st
March 2023.
Jaypee Greens Sports City Mirzapur (Jaypee Infratech Limited)
Mirzapur Land of JIL has been developed by Jaiprakash Associates
Limited wherein, 570 residential plots in Yamuna Vihar have been offered for
possession till 31st March 2023 by Jaypee Infratech Limited.
Backed by a strong team of Architects, Engineers and Sales and
Marketing professionals, the Company is committed to delivering all of its projects in the
coming years.
6.5 SPORTS DIVISION
Jaypee International Sports (JIS) (incorporated on 20th October
2007 and amalgamated into the Company, JAL, on 16th October 2015) was allotted around 1100
Ha. of land for development of Special Development Zone (SDZ) with sports 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 core activities are sports inter-alia 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 and others.
The Motor Race Track known as Buddh International Circuit (BIC) was
completed well in time and JSIL successfully hosted the three Indian Grand Prix held in
October, 2011, October, 2012 & October, 2013. The success of the event was
acknowledged by winning of many awards and accolades. Buddh International Circuit (BIC) is
being patronized as one stop destination for promotional events by automobile
manufacturers, exhibitions, shooting of movies, concerts, product launches and other
promotional entertainment activities.
M/s. ALA Architects have designed the first phase of cricket stadium
which is likely to be completed soon.
Meanwhile friendly matches are being conducted from time to time to
check the quality of the pitch. Some corporate T20 matches are also being played since
2015. The development of non-core area planned for group housing, plots, flats, etc. and
other social activities are in process.
7.0 OTHER INITIATIVES
7.1 DEVELOPMENT OF COAL BLOCKS IN MADHYA
PRADESH
Three separate joint-venture companies were set-up for three
Coal Blocks, which had been allocated to Madhya Pradesh State Mining Corporation Ltd.
(MPSMCL), with an identical shareholding ratio of 51:49 between MPSMCL and JAL as
under:
Coal Block |
Joint-Venture Company |
Stake of JAL |
1. Amelia (North) |
Madhya Pradesh Jaypee
Minerals Limited |
49% |
2. Dongri Tal-II |
MP Jaypee Coal Limited |
49% |
3. Mandla (South) |
MP Jaypee Coal Fields Limited |
49% |
Coal mined from Amelia (North) and Dongri Tal-II Mines was for
supply to the 2 x 660 MW Super Critical 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.
After developing 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 the mines and obtaining clearances/ approvals.
Consequent to Supreme Court verdict dated 24.09.2014, allocation
of 204 coal blocks including Amelia (North), Dongrital-II, & Mandla South allotted to
MPSMCL and Mandla North to JAL were cancelled.
Ministry of Coal decided to reallocate the cancelled coal blocks
through e-auction/allocation.
Amelia (North) and Mandla North coal blocks 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 successful for above blocks
respectively. Subsequently JCCL also won Mandla South and Majra coal mines in the
auction held for coal blocks in Schedule-III and tranche-III respectively.
Status of each coal mine vested to JPVL, JAL and JCCL is given below:
Type of Mine |
Name of Mine |
Status |
Open Cast (O/C) |
Amelia (North) of JPVL |
The mining activities in
Amelia (North) coal mine were started on 26.05.2015 after getting all the statutory
permissions/approvals transferred from prior allottee to JPVL. |
|
|
Like previous years, JPVL has
achieved peak rated capacity of 2.8 MT during the year 2022-23 for supply of coal
to Nigrie thermal power plant. |
Under Ground (U/G) |
Mandla North of JAL |
Mining activities in Mandla
North coal mine were started in April 2015 and the drivage of 714 m and 716 m out
of total length of 903 m of each incline has been achieved. |
|
|
Arising out of process sale
of a few End Use Plants to M/s UltraTech Cement Limited, Nominated Authority was requested
to include Churk Captive Power Plant in the list of End Use Plants in the vesting order
issued for Mandla North Coal Mine. The request was denied and Termination letter of Coal
Mine Development and Production Agreement and Vesting Order had been received on
12.03.2018 and 21.03.2018. |
|
|
A writ Petition No. 11368
had been filed in Allahabad High Court on 27.03.2018 with prayer for quashing the impugned
letter and provides relief. The Hon'ble High Court of Allahabad saw merit in the
points brought out by JAL and directed that no coercive action be taken against the
petitioner in pursuance of Termination Letter issued by Nominated Authority. On 30th
August 2020 Nominated Authority (Ministry of Coal) filed an Affidavit with a request to
permit to allocate (auction or allot) under the Coal Mines (Special Provisions) Act, 2015
without prejudice to the penalty imposed upon the petitioner. Hon'ble High Court has
allowed the application submitted by Ministry of Coal on 30th August, 2020 and has now
permitted to make reallocation / auction of this coal block without affecting the outcome
of the writ petition on 17th February, 2021. |
Under Ground (U/G) |
Mandla South of JCCL |
The court proceedings are
under way and judgment is awaited. Mining activities in Mandla South coal mine were started
on 16th September 2015. |
|
|
Arising out of process sale
of all End Use Plants to M/s UltraTech Cement Limited, Nominated Authority was requested
to allocate this block to companies in need of coal for better and optimum utilization of
national resources. This was not accepted and accordingly the operations in the mine were
discontinued since 10.05.2016. |
|
|
Subsequently Termination
letter of Coal Mine Development and Production Agreement and Vesting Order had been
received on 06.03.2018. A writ Petition No. 11310 had been filed in Allahabad High Court
on 19.03.2018 with prayer for quashing the Impugned letter and provides relief. The
Hon'ble High Court of Allahabad saw merit in the points brought out by JCCL and
directed that no coercive action be taken against the petitioner in pursuance of
Termination Letter issued by Nominated Authority. On 8th September 2020 Nominated
Authority (Ministry of Coal) filed an Affidavit with a request to permit to allocate
(auction or allot) under the Coal Mines (Special Provisions) Act, 2015 without prejudice
to the penalty imposed upon the petitioner. Hon'ble High Court has allowed the
application submitted by Ministry of Coal on 08th September, 2020 and has now permitted to
make reallocation / auction of this coal block without affecting the outcome of the writ
petition on 17th February, 2021. |
|
|
The court proceedings are under way and
judgment is awaited. |
Type of Mine |
Name of Mine |
Status |
Open Cast and Under Ground
(O/C and U/G) |
Majra of JCCL |
Arising out of process sale
of all End Use Plants to M/s UltraTech Cement Limited, Nominated Authority has been
requested to allocate this block to companies in need of coal for better and optimum
utilization of national resources. |
|
|
Though JCCL was following up
for the transfer of various permissions and approvals from the prior allottee of coal mine
to JCCL, Nominated authority has issued termination of the block. |
|
|
A writ Petition No. 26680 had
been filed in Allahabad High Court on 04.08.2018 with prayer for quashing the Impugned
letter and provides relief. |
|
|
The Hon'ble High Court
of Allahabad ordered that the case was disposed of and all contentions of the parties on
merits are kept open. A dispute has been raised in the court of Special Tribunal at Nagpur
on 17.10.2018 Constituted under CBA Act, 1957. The tribunal proceedings are under way and
judgment is awaited. |
7.2 REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL
SOLID WASTE (MSW) AT CHANDIGARH
The Company had been operating the MSW Plant satisfactorily; daily
garbage of the city of Chandigarh was being used as per the agreement; the plant was
serving the twin purpose of keeping the city clean and to conserve the energy resources in
the form of producing fuel called as Refuse Derived Fuel (RDF). RDF (in fluff form), the
final product of the plant, was off commercially as a good substitute of conventional fuel
in the industries and Power plants located around Chandigarh. However, since June 2020 the
MSW Plant is under the possession of Municipal Corporation of Chandigarh. The
matter has been referred to the
High Court, Chandigarh for Arbitration and further directions.
7.3 OTHER DIVERSIFICATION INITIATIVES THROUGH
AFFILIATES
Company's other diversification initiatives include setting-up of
pit-head based Thermal Power Station, Fertilizer business, Aviation and Healthcare, which
are being implemented through different subsidiaries/ associates of the Company.
Details of the initiatives implemented through subsidiaries/ associates are furnished
under the heading Subsidiaries, Associates & Joint Ventures' below.
8.0 SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
As on 31st March 2023, in terms of the provisions of Companies
Act 2013, your Company had following subsidiaries which are engaged in different
business activities:
1. Bhilai Jaypee Cement Limited
2. Gujarat Jaypee Cement & Infrastructure Limited
3. Jaypee Cement Corporation Limited
4. Jaypee Assam Cement Limited
5. Jaypee Ganga Infrastructure Corporation Limited
6. Himalyan Expressway Limited
7. Jaypee Agra Vikas Limited
8. Jaypee Infrastructure Development Limited
9. Jaypee Cement Hockey (India) Limited 10. Jaypee Fertilizers &
Industries Limited 11. Jaypee Uttar Bharat Vikas Private Limited 12. Kanpur Fertilizers
& Chemicals Limited (Formerly known as Kanpur Fertilizers & Cement Limited) 13.
Himalyaputra Aviation Limited disposed 14. Jaiprakash Agri Intiatives Company Limited 15.
Yamuna Expressway Tolling Limited 16. East India Energy Private Limited (w.e.f. 29th
December, 2022) Note: The status of two subsidiaries viz. Jaypee Infratech Limited (JIL)
and Jaypee Healthcare Limited (JHCL) as subsidiary of JAL is subject to Order of
Hon'ble Supreme Court dated 24th March 2021. As on date, the Company is holding
60.98% of the share capital of Jaypee Infratech Limited while JIL was holding 100% share
capital of JHCL. Upon invocation of pledge on those shares of JHCL, by the Lenders, JIL
shareholding has reduced to 36.35% and it is now an associate of JIL. If the Resolution
Plan is fully implemented, the Company/JAL (being promoter) would cease to hold any shares
of Jaypee Infratech Limited.
ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH, 2023
As on 31st March, 2023, 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 total share capital] and Joint Ventures:
1. Jaiprakash Power Ventures Limited, (Shareholding of JAL reduced
from 29.74% to 26.06% in January 2020 pursuant to Debt restructuring by
JPVL; and further to 24.00% in March 2022, through sale of shares on stock
exchanges, to comply with the terms of the debt restructuring.)
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) was a subsidiary of JAL,
however, w.e.f. 18.02.2017 it became an Associate Company. Thus, the following
subsidiaries of JPVL also ceased to be subsidiaries of JAL w.e.f. 18.02.2017 and
became Associate Companies:
1. Jaypee Arunachal Power Limited
2. Sangam Power Generation Company Limited
3. Jaypee Meghalaya Power Limited
4. Bina Power Supply Limited
Note-A: Prayagraj Power Generation Company Limited is no more a
subsidiary of JPVL w.e.f. 18.12.2017, hence no more an Associate of JAL w.e.f. 18.12.2017.
JAL, however, continues to hold 10.53% equity stake in PPGCL.
Note-B: Jaypee Powergrid Limited is no more a subsidiary of JPVL
w.e.f. 25.03.2021, hence no more an Associate of JAL w.e.f. 25.03.2021.
The status of the aforesaid Subsidiaries is given in Annexure-1 and
of the Associates & Joint Ventures in Annexure-2. 9.0 CONSOLIDATED FINANCIAL
STATEMENTS
The statement (in prescribed form AOC-1) as required under
Section 129 of the Companies Act, 2013, in respect of the
Subsidiaries and Associate companies of the Company is annexed and
forms an integral part of this Report.
The consolidated financial statements of the Company & its
subsidiary/ associate companies, as mentioned in form
AOC-1, for the year ended 31st March 2023, prepared in
accordance with Accounting Standard (IND AS-110) "Consolidated Financial
Statements" prescribed by the Institute of Chartered Accountants of India, form part
of the Annual Report and Financial Statements. The Financial Statements of the
subsidiary/associate companies and the related detailed information (as per Section 129 of
the Companies Act, 2013) will be made available to the shareholders of the Company and
subsidiary/associate companies seeking such information. The financial statements of the
subsidiary/associate companies will also be kept for inspection by any shareholder at
Company's Corporate Office/ Registered Office and also that of the subsidiaries.
Further, the Company shall furnish a hardcopy of financial statements of
subsidiary/associate companies to any shareholder on demand.
The Company has also uploaded the Financial Statements of subsidiary
companies on its website i.e. www.jalindia. com. (Note: Please see if it is done before
Annual Report is issued)
The Directors are of the opinion that the subsidiaries and Joint
Ventures/ Associate companies of your Company have promising future, except as
specifically mentioned in this
Report & its annexures.
10.0 OUTLOOK
Post divestment of part of cement business and other assets to
deleverage the balance sheet of the Company, the management is putting its best efforts to
enhance its presence in its core business i.e. Engineering & Construction activities.
The Company has at present a strong order book of E&C Contracts.
The performance during the year is considered reasonably satisfactory.
However, the future prospects of the Company's business and the business of its
subsidiaries are bright. The Company is committed to reduce the debt and enhance the
shareholders' value.
11.0 DIRECTORATE
11.1 Appointment of Directors during FY 2022-23:
(i) Appointment of Independent Directors
Pursuant to approval of the Nomination & Remuneration Committee
(NRC) and the the Board, Shri Narinder Kumar Grover (DIN- 08543115) and Dr. Y. Medury
(DIN: 01752495) were appointed as Additional Directors (Independent) of the Company. Shri
Narinder Kumar Grover and Dr. Y. Meduri shall not be liable to retire by rotation and
their term shall be of 5 (Five) consecutive years w.e.f. 10th August, 2022 to 9th August,
2027. Further, pursuant to approval by the NRC and the Board, Shri Rama Raman (DIN:
01120265), Shri Krishna Mohan Singh (DIN: 02223301) and Smt. Vidya Basarkod (DIN:
02799562) were appointed as Additional Directors (Independent) and shall be liable to
retire by rotation and their term shall be for 5 (five) consecutive years w.e.f. 24th
September, 2022 to 23rd September, 2027.
The brief profiles of Independent Directors so appointed are as
follows:-
Shri Narinder Kumar Grover (DIN: 08543115), aged about 74 years had
a rich experience of over 39 years in Financial Sector. He is a Cost Accountant and MBA
from Faculty of Management Studies, Delhi. He has rich experience in the field of Finance
and Accounts, having worked in organizations including Siemens Limited, United India
Insurance Company Limited, retired as Managing Director of Central Railside Warehouse
Company Limited.
Dr. Y. Medury (DIN: 01752495), aged about 65 years, had a rich
experience of over 39 years in Educational Sector.
He graduated with a B. Tech (Hons.) from IIT, Kharagpur and MS and PHD
from University of Wisconsin, USA. He was the Founding Vice-Chancellor of Bennett
University, Greater Noida. Presently Dr. Medury is Vice Chancellor of Mahindra University,
Hyderabad.
Further, pursuant to approval by the Nomination & Remuneration
Committee (NRC) and the Board, Shri Rama Raman (DIN: 01120265), Shri Krishna Mohan Singh
(DIN: 02223301) and Smt. Vidya Basarkod (DIN: 02799562) were appointed as Additional
Directors (Independent) of the Company. Independent Directors so appointed shall not be
liable to retire by rotation and their term shall be of 5 (Five) consecutive years w.e.f.
24th September, 2022 to 23rd September, 2027.
Shri Rama Raman (DIN: 01120265), aged about 61 years, graduated
with a B.Tech in Electronics and Telecommunications from IIT BHU Varanasi. Shri Rama Raman
was a member of Indian Administrative service and carries with him experience of 34 years
of Public administration. In this journey he held the positions of Dy. MD PICUP, Executive
Director REC Ltd, District Collector of seven districts of UP, Director Ministry of Home
affairs Govt. of India, Chairman & CEO of Noida, Greater Noida and YEIDA and
Additional Chief Secretary Govt. of UP and Managing Director in Uttar Pradesh State
Handloom Corporation Limited.
Shri Krishna Mohan Singh (DIN: 02223301), aged about 65 years,
is a BE (Electrical) from Gorakhpur University (U.P.). He started his professional career
with NHPC Ltd. in May, 1979 as an Executive Trainee and retired from the post of Chairman
and Managing Director of NHPC Ltd.
He had also served as Ex-Officio Chairman of NHDC Ltd and Chief
Executive Director of NHDC Ltd. He also has 38 years of extensive experience in Hydro
Power Sector.
Smt. Vidya Basarkod (DIN: 02799562), aged about 62 years, is a
civil engineer by profession with a B.E (Civil Engg.) & M. Tech in Structural
Engineering from Indian Institute of Technology, Mumbai. She is also Fellow of Institution
of Civil Engineers, UK. Smt. Vidya Basarkod started her career with Mott McDonald as
Divisional Director. She has also served as Senior Vice President and CEO Airports with
Reliance ADA Group. Smt. Vidya Basarkod has also worked with Jaypee Infratech Limited as
President (Sales & Marketing) from Dec 2011 to Apr 2016.
In the opinion of the Board, Independent Directors so appointed,
namely, Shri Narinder Kumar Grover, Dr. Y. Medury, Shri Rama Raman, Shri Krishna Mohan
Singh and Smt. Vidya Basarkod are persons of integrity and fulfil the conditions specified
under the Act read with
Rules there under and the SEBI Listing Regulations for his appointment
as Independent (Non-Executive) Directors of the Company and are independent of the
Management. Other details are given in the Corporate Governance Report.
(i) Shri Atul K. Gupta was appointed as Independent
Director w.e.f. 24.09.2022 for a term of 5 (five) years. However, due
to personal reasons he resigned from the Board w.e.f. 27th February, 2023.
(ii) Shri R K Singh, Non-Executive Non-Independent Director of the
Company resigned from the Board for w.e.f. 21-09-2022. We regret to inform about the sad
demise of Shri R.K. Singh on 1st June, 2023 due to illness.
(iii) Shri R.B. Singh ceases to be Whole-time Director w.e.f. 9th
February, 2023 but continues to be on the Board as Director.
(iv) Shri Sunil Kumar Sharma ceases to be Whole-time Director w.e.f.
17th March, 2023 but shall hold his office as Director upto the date of Annual
General Meeting.
11.2 The composition of the Board
The composition of the Board is in compliance of the requirements of
the Companies Act, 2013 and the SEBI (LODR) Regulations.
11.3 Present tenure of Directors
The term of Independent Directors of the Company is as under:
Names of |
DIN |
Tenure |
Independent Directors |
|
From |
to |
1. Dr. P.K. Agrawal |
08311041 |
10-02-2022 |
09-02-2027 |
2. Shri N. K. Grover |
08543115 |
10-08-2022 |
09-08-2027 |
3. Dr. Y. Medury |
01752495 |
10-08-2022 |
09-08-2027 |
4. Shri Rama Raman |
01120265 |
24-09-2022 |
23-09-2027 |
5. Shri K. M. Singh |
02223301 |
24-09-2022 |
23-09-2027 |
6. Smt.Vidya Basarkod |
02799562 |
24-09-2022 |
23-09-2027 |
The term of three Executive Directors |
of the Company is as under: |
Names of Executive
Directors |
Designation |
DIN |
Tenure |
1. Shri Manoj Gaur |
Executive Chairman & CEO |
00008480 |
01.04.2023 to 31.03.2024 |
2. Shri Pankaj Gaur |
Jt. Managing Director
(Construction) |
00008419 |
01.07.2023 to 30.06.2024 |
2. Shri Ranvijay Singh |
Whole-time Director |
00020876 |
14.12.2020 to 13.12.2023 |
11.5 Retirement by rotation:
Shri Pankaj Gaur,Dy.ManagingDirector(Construction) would retire
by rotation at the forthcoming Annual General Meeting of the Company. The proposal for
approval for his re-appointment has been included in the Notice of the Annual General
Meeting.
11.6 Whole-time Key Managerial Personnel:
The details about the Whole-time Key Managerial Personnel are given in Para
No. 22 of the Corporate Governance Report enclosed herewith.
12.0 DEPOSITS
Your Company enjoyed respectable track record of compliance of Public
Deposit rules prescribed by Government of India from time to time. As on 1st April
2014, the Company had outstanding fixed deposits and interest payable thereon
aggregating Rs. 2,722.53 Crores. Entire amount has since been repaid except for
minor amount of about Rs. 1.78 Lakh (as on 31st March 2023) which represents
the amount of some cases under litigation and some transmission cases, which too shall be
settled in due course without any delay on the part of the Company.
13.0 AUDITORS AND AUDITORS' REPORT
13.1 STATUTORY AUDITORS:
M/s. Dass Gupta & Associates, Chartered Accountants, New Delhi
(Firm Registration No. 000112 N with ICAI), were appointed as Statutory Auditors of
the Company for four years viz. Financial
Year 2021-22 to 2024-25 (i.e. a total term of five consecutive
years including FY 2020-21), to hold office until the conclusion of annual general meeting
to be held in the calendar year 2025 at a remuneration as may be decided by the Board of
Directors.
They are having a valid Certificate issued by the Peer
Review Board of ICAI. The terms of their appointment include the
provisions of Clause 6A & 6B of SEBI Circular No. CIR/CFD/CMD1/114/2019 dated 18th
October 2019. The Shareholders of the Company have already approved the same by passing an
Ordinary Resolution on 21st March 2021.
13.2 SECRETARIAL AUDITORS:
M/s Ashok Tyagi & Associates, Practising Company Secretaries,
were appointed as Secretarial Auditor of the Company by the Board of Directors, based on
recommendations of the Audit Committee, as per Section 204 of the Companies Act, 2013, for
the Financial Year 2022-23. Their Secretarial Audit Report for the financial year
ended 31st March 2023 forms part of the Directors' Report.
As per the provisions of Regulation 24A of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report
of Material Unlisted Subsidiary Company of the Company viz. Kanpur Fertilizers &
Chemicals Limited for the Financial Year ended 31st March, 2023 also forms part of the
Annual Report of the Company. Based on the recommendations of the Audit Committee, the
Board has re-appointed M/s. Ashok Tyagi & Associates, Practising Company
Secretaries, to conduct the Secretarial Audit for the Financial Year 2023-24 as
per Section 204 of the Companies Act, 2013.
13.3 COST AUDITORS:
For the Financial Year 2022-23, M/s. J.K. Kabra
& Co., Cost Accountants, (Firm's Registration No. 2890)
are carrying out the cost audit in respect of maintenance of cost records as specified by
the
Central Government for applicable businesses of the
Company and their report will be filed with Central
Government in due course.
For the Financial Year 2022-23, the Board of Directors of the
Company have re-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 cost accounts maintained by the Company in respect of
applicable businesses of the Company.
Their remuneration is subject to ratification by shareholders for which
a proposal is contained in the Notice of AGM.
14.0 REPORTS ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION &
ANALYSIS AND
BUSINESS RESPONSIBILITY
The Report on Corporate Governance and Management Discussion &
Analysis Report and Business Responsibility Report (BRR) in prescribed format, in terms of
Regulation 34 and 53 read with Schedule V of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (LODR) 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 LODR. The BRSR as well as the Company's
Policy on Sustainable Development are accessible on the Company's website
www.jalindia.com.
15.0 EMPLOYEE RELATIONS & PREVENTION OF
SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
EMPLOYEE RELATIONS
Employee relations continued to be cordial throughout the year. Your
Directors wish to place on record their sincere appreciation for the employees'
confidence, team spirit & determination in facing the challenges at all works sites
and all offices and achieving satisfactory progress.
CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE
There was no case filed by any woman during the
Calendar year 2022 nor during Calendar year 2023 (till date)
pertaining to sexual harassment of women at work place. The Company has formed an
Internal Complaints Committee' pursuant to the provisions of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'
for the purpose of prevention of sexual harassment of women at workplace. The said
Committee gave its Report for the Calendar Year 2022 as well as Interim Report for the
Calendar Year 2023 (till date), which confirms that no such case has been filed during the
said periods.
16.0 OTHER REQUIRMENTS OF COMPANIES ACT, 2013 16.1 EXTRACT OF THE
ANNUAL RETURN UNDER
SECTION 92 (3)
The web-link for Annual Return as required provided under Section 92(3)
is http://www.jalindia.com/ annual-return.html. 16.2 THE NUMBER OF MEETINGS OF THE
BOARD
The total no. of meetings of the Board of Directors held during the
Financial Year 2022-23 is 9 (Nine) on 29-05-2022, 04-07-2022, 10-08-2022, 24-09-2022,
10-10-2022, 12-11-2022, 12-12-2022, 14-02-2023
& 28-03-2023. The details of meetings held and meetings attended by
Directors is given in Corporate Governance Report in Para 2.0
17.1 DIRECTORS' RESPONSIBILITY STATEMENT
Based on internal financial controls, work performed by the Internal,
Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by
the management, with the concurrence of the Audit Committee, pursuant to Section 134(5) of
the Companies Act, 2013, the Board states the following for the year ended 31st March
2023: a) in the preparation of the annual accounts, the applicable accounting
standards had been followed alongwith with proper explanation relating to material
departures; b) the Directors had 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 at the end of the
financial year and of the profit and loss of the
Company for that period; c) the Directors had taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; 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 the Company and that such internal financial controls
are adequate and were operating effectively; and f) the Directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate, operating effectively and the same are being strengthened on
continuous basis from time to time.
17.2 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 Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirements), Regulations, 2015 [LODR], Company has received requisite
declarations from all the Independent Directors of the Company.
17.3 NOMINATION AND REMUNERATION POLICY
UNDER SECTION 178(3).
The Company has a policy on Nomination and Remuneration as approved by
Board and its details are given under Corporate Governance Report.
17.4 COMMENT ON QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE (IF ANY) BY THE STATUTORY AUDITORS
AND BY THE SECRETARIAL AUDITORS
The observation of Statutory Auditors & Secretarial
Auditors and Notes to the financial statements is self-explanatory.
Their observations/qualifications and reply of management are given in Annexure-3.
17.5 PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The Particulars of Loans, Guarantees or Investments are given in the
notes to financial statements especially under Note No. 3, 4, 6 and 34 of the
Financial Statements.
17.6 PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)
The particulars as per the prescribed Format (AOC-2) are
enclosed as Annexure 4. All the related party transactions during the year were on
an arm's length basis and in ordinary course of business.
17.7 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.
17.8 AMOUNT, IF ANY, WHICH COMPANY PROPOSES
TO CARRY TO ANY RESERVES
NIL.
17.9 AMOUNT, IF ANY, WHICH COMPANY
RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND
NIL.
17.10 MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments, affecting the
financial position of the Company which have occurred between 31st March 2023 and the
date of this Report. 17.11 CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of energy, technology
absorption, foreign exchange earnings & outgo, pursuant to Section 134 of the
Companies Act, 2013, read with Companies (Accounts) Rules 2014 for the year ended 31st
March 2023 are annexed as Annexure 5 and form an integral part of this Report.
17.12 STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION 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 are given in the Corporate Governance Report. ii) In
the opinion of the Board, there is no risk which may threaten the existence of the
Company.
17.13 DETAILS ABOUT THE POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES TAKEN DURING THE YEAR
The details about the Corporate Social Responsibility (CSR) Policy
are given in Corporate Governance Report. The said Policy of the Company is available on
the following link: [www.jalindia.com/attachment/ CSRpolicy.pdf]
The Initiatives taken by Company during the year are given in Annexure
- 6.
17.14 STATEMENT INDICATING THE MANNER IN WHICH
FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS.
The Annual Evaluation of Board, its Committees and Directors is done as
per the Criteria laid down by the Nomination and Remuneration Committee (NRC).
The NRC carried out the evaluation of performance of the Board, its
Committees (other than NRC) and also of Executive Directors of the Company at its meeting
held on 29th May 2023). The Board also carried out the evaluation of NRC at its
meeting held on 27th May 2023.
The composition of Committees of the Board is as under:
1. AUDIT COMMITTEE |
|
1. Shri P. K. Agrawal |
Chairman |
2. Shri N K Grover |
Member |
3. Dr. Y. Medury |
Member |
4. Ms.Vidya Basarkod |
Member |
2. STAKEHOLDERS' RELATIONSHIP COMMITTEE
1. Shri Rama Raman |
Chairman |
2. Shri Sunil Kumar Sharma |
Member |
3. Shri Ranvijay Singh |
Member |
3. NOMINATION & REMUNERATION COMMITTEE
1. Dr.Y. Medury |
Chairman |
2. Shri P K Agrawal |
Member |
3. Smt. Vidya Basarkod |
Member |
4. CSR COMMITTEE |
|
1. Shri Rama Raman |
Chairman |
2. Shri K M Singh |
Member |
3. Shri Sunil Kumar Sharma |
Member |
4. Shri Pankaj Gaur |
Member |
5. FINANCE COMMITTEE |
|
1. Shri Sunil Kumar Sharma |
Member |
2. Shri P.K. Agrawal |
Member |
3. Shri N K Grover |
Member |
6. RISK MANAGEMENT COMMITTEE |
1. Shri Manoj Gaur |
Chairman |
2. Shri Sunil Kumar Sharma |
Member |
3. Shri Pankaj Gaur |
Member |
4. Shri RamaRaman |
Member |
5 Smt. Vidya Basarkod |
Member |
The Independent Directors also carried out evaluation of Board of
Directors, Executive Chairman & other Directors in their meeting held on 8th March
2023. The details of the same are given in Corporate Governance Report, para no. 9.0.
17.15 THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no significant or courts or tribunals impacting the going
concern status. Details of Orders of Competition Commission, NCLT and Supreme Court are
given in Notes to Financial Statements/ Directors Report.
17.16 DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has laid down adequate internal financial controls &
checks which are effective and operational.
The Internal Audit of the Company for FY 2022-23 has been carried out
by (i) M/s. R. Nagpal & Associates for Engineering & Construction Division; and
(ii) M/s. Dewan P.N. Chopra & Co. for Real Estate, Cement and Allied Business &
Hotels business. The Audit Committee regularly interacts with the Internal Auditors, the
Statutory Auditors and senior executives of the Company responsible for financial
management and other affairs. The Audit Committee evaluates the internal control systems
and checks & balances for continuous updation and improvements therein. The Audit
Committee also regularly reviews & monitors the budgetary control system of the
Company as well as system for cost control, financial controls, accounting controls,
physical verification, etc.
The Audit Committee has regularly observed that proper internal
financial controls are in place including with reference to financial statements.
Based on recommendations of the Audit Committee, the Board has
appointed the following as Internal Auditors for F.Y. 2023-24:
(i) M/s. R. Nagpal & Associates for Engineering & Construction
Division; and (ii) M/s. Dewan P.N. Chopra & Co. for Real Estate, Cement and Allied
Business & Hotels business.
17.19 DETAILS PERTAINING TO REMUNERATION
AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The Details are given in Annexure - 7.
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- 8.
18.0 ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for and
gratitude to various Departments and Undertakings of the Central and State Governments,
Consortium of Banks and Financial Institutions and valued Clients & Customers of the
Company for their valuable support and co-operation. Your Directors also wish to place on
record their appreciation of the whole-hearted and continued support extended by the
Shareholders and Investors, as well as employees of the Company, which has
|
always been a source of strength for the
Company. |
|
On behalf of the Board |
|
MANOJ GAUR |
|
Executive Chairman & CEO |
|
DIN: 0008480 |
Place |
: New Delhi |
Date |
: 27th May, 2023 |