To,
The Shareholders of
AJR INFRA AND TOLLING LIMITED
(formerly Gammon Infrastructure Projects Limited)
Your Directors have pleasure in submitting their 22nd Annual
Report together with the Audited Financial Statements of the Company, for the financial
year ended March 31, 2023 ("Financial Year").
Financial Highlights
The financial highlights of the Company on stand-alone and consolidated
basis for the Financial Year are as under:
|
Standalone |
Consolidated |
| Particulars |
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
| Income |
1341.15 |
2676.75 |
13,288.98 |
20,218.90 |
| Earnings before Interest, Tax, Depreciation and Amortization |
(1,27,876.92) |
(55,621.82) |
3,182.48 |
8,250.74 |
| Financial Costs |
774.44 |
6.94 |
28,092.45 |
26,131.94 |
| Depreciation and Amortization |
2.68 |
5.23 |
5,057.08 |
7144.67 |
| Tax Expenses |
62.75 |
53.18 |
373.87 |
599.96 |
| Minority Interest & Share of Profit of Associates |
NA |
N.A. |
3956.04 |
(3,409.36) |
| Net Profit after Tax / (Loss) |
(1,27,939.67) |
(55,675.00) |
(1,60,500.50) |
(95,744.70) |
Dividend & Reserves
The Board expressed its inability to recommend any dividend for the
Financial Year in view of the liquidity constraints. Hence, no amount has been transferred
to any reserve.
Companys Business
Your Company, in consortium with Gammon Engineers And Contractors
Private Limited ("GECPL"), is constructing a road project in the State of
Odisha on Engineering, Procurement and Construction ("EPC") mode from
National Highways Authority of India ("NHAI") under the EPC agreement
dated 3rd January, 2019. Subsequent, to signing of Supplementary Agreement
dated 29th January, 2020, the Appointed Date was declared as 11th February,
2020.
The Company has fully mobilized and commenced the construction works at
project site. The Company has achieved 67.08% of financial progress as on 31st
March 2023.
In addition to the above, the Company has 3 (Three) projects in the
Road Sector, 2 (two) in the Port Sector, 4 (four) in the Power Sector and 1 (one) project
in real estate sector, which are at various stages of construction, under development and
/ or operation & maintenance through project specific Special Purpose Vehicles ("SPVs").
Out of the 4 (four) road projects and 4 (four) power projects, 2 (two)
operational projects in road sector viz., Patna Highway Projects Limited (PHPL)
& Rajahmundry Godavari Bridge Limited (RGBL) and 1 (one) project in the power
sector viz., Pravara Renewable Energy Limited (PREL) were admitted to Corporate
Insolvency Resolution Process ("CIRP") under the provisions of the
Insolvency And Bankruptcy Code, 2016 ("IBC") by the National Company Law
Tribunal ("NCLT").
Out of the afore-mentioned projects under CIRP:
In the matter related to PHPL, Honble NCLT had vide its order dated 10th
May, 2022 dismissed the Companys application filed under Section 60(5) of Insolvency And
Bankruptcy Code, 2016. The Company had filed two appeals before the Honble NCLAT against
the Honble NCLT, Delhis Order dated 10th May, 2022. One of the appeals being
Appeal no. 920 was filed challenging the approval of the Resolution Plan of Silverpoint
Luxembourg.
The second appeal being Appeal no. 922 was filed challenging the
rejection of the Resolution Plan of the Company.
Appeal no. 920 was dismissed on 25th May, 2023 against which
the Company has filed an appeal before the Honble Supreme Court of India. Appeal no. 922
was dismissed on 20th October 2023 against which the Company is about to file
an appeal before the Honble Supreme Court of India.
On 3rd September, 2022, the Company had filed a complaint
before Honble Chief Metropolitan Magistrate Court, Dwarka South West, New Delhi under
Section 200 of Code of Criminal Procedure against NHAI and the same was dismissed on 26th
September, 2023 stating that the matter, being a civil matter, cannot be tried in a
criminal court.
The Company had also filed a writ against the NHAI and various
authorities before Honble High Court of Patna.
On 24th September, 2022, the Company had filed a FIR at
Entally Police Station, Kolkata against Mr. Sutanu Sinha, that the Resolution Professional
had forged signatures against which the Resolution Professional filed an application
before the Honble Calcutta High Court to quash the FIR. in the matter related to RGBL,
the Honble NCLT had vide its order dated 10th August, 2022, dismissed the
Companys interlocutory application filed under Section 12A of Insolvency And Bankruptcy
Code, 2016. The Company had filed an appeal. The Company had withdrawn its Interim
Application filed before the Honble National Company Law Appellate Tribunal, Principal
Bench, New Delhi (NCLAT) against the Order dated 10th August, 2022
passed by the Honble National Company Law Tribunal, Mumbai Bench dismissing the Companys
interlocutory application filed under Section 12A of Insolvency And Bankruptcy Code, 2016.
Consequent to the withdrawal of the Interim Application by the Company, the entire
ownership of RGBL stands transferred to the new purchaser as approved by the Committee of
Creditors of RGBL and hence RGBL ceased to be a subsidiary of the Company. in the matter
related to PREL, the Honble NCLT, Mumbai bench had vide its order dated 6th
January, 2023, admitted PREL for Corporate Insolvency Resolution Process and appointed Mr.
Sandeep Jawaharlal Singhal as an Interim Resolution Professional. PREL subsequently filed
an appeal with Honble National Company Law Appellate Tribunal (NCLAT) against
the aforesaid impugned order. The Honble NCLAT was pleased to grant an interim stay vide
its order dated 3rd February, 2023 which has been further extended upto 1st
November, 2023.
Sikkim Hydro Power Ventures Limited: The Board of Directors of the
Company at its meeting held on 1st September, 2022 approved the Share Purchase
Agreement (SPA) to be executed between the Company, Sikkim Hydro Power Ventures
Limited ("SHPVL") and Statkraft IH Holding AS having office in Oslo,
Norway for sale and transfer of the 100% equity shareholding held by the Company in SHPVL
to Statkraft for a total consideration of ?90 Crores (including repayment of the
liabilities of SHPVL);
Ras Cities And Townships Private Limited: Ras Cities And Townships
Private Limited, a wholly-owned subsidiary (RCTPL) of Gammon Projects Developers
Limited, a wholly-owned subsidiary of the Company entered into a Memorandum of
Understanding dated 13th May, 2022 with the promoters of Sony Mony Developers
Private Limited (SMDPL) for acquiring 10,000 equity shares of 10/- each of SMDPL
being 100% of total paid-up capital of SMDPL. The said transfer of 10,000 equity shares of
SMDPL to RCTPL was completed on 9th June, 2022.
SMDPL is in the business of acquiring property, real estate by way of
purchase, lease or otherwise and to develop property, real estate and to turn to account
such property, real estate by way of sale, lease, renting out or otherwise.
The Future
In the infrastructure sector, as with many industry peers, your Company
has encountered resource challenges in recent years. There exists a significant disparity
between the Companys internal accruals and the capital investment demands for both
ongoing and upcoming projects, as well as revenue expenditures.
The unfavourable market conditions and the profound impacts of the
global headwinds have reverberated through economies and businesses, India included.
However, in response to these challenges, the Company is actively
pursuing the realization of its receivables from entities like National Highways Authority
of India and other public sector authorities. Additionally, with the resolution of
specific contractual obligations related to delayed projects, we anticipate the release of
previously encumbered resources, which will steer the Company back into the mainstream.
Your Company is diligently implementing measures to optimize use of
available resources, to ensure that the Company overcomes its challenges.
While we acknowledge the hurdles we have faced, we maintain a
forward-looking stance. In the forthcoming year, we are optimistic about rejuvenating the
Companys financial health, bridging resource gaps, and leveraging new opportunities with
the opening of infrastructure sector in the country.
Our unwavering commitment to adapt, innovate, and seize emerging
prospects will serve as the cornerstone of our future endeavours. The resilience and
collective dedication of our team, combined with our strategic vision, are poised to guide
us towards a prosperous and sustainable future.
As the infrastructure landscape evolves, your Company with its vast
experience will continue to be a trailblazer, contributing to the nations connectivity,
convenience, and sustainable development. Our pursuit of excellence under all situations
remains the driving force propelling us toward new horizons of success.
Share Capital Of The Company
There has been no change in the share capital of the Company during the
Financial Year. The paid up share capital of the Company stood at 188.36 Crores as at 31st
March, 2023 comprising of 941,830,724 equity shares of 2/- each fully paid up.
Internal Control Systems And Their Adequacy
Your Companys internal control systems with reference to Financial
Statements commensurate with the nature and size of its business operations. Your Company
has maintained a proper and adequate system of internal controls. This ensures that all
Assets are safeguarded and protected against loss from unauthorized use or disposition and
that the transactions are authorised, recorded and reported diligently. The Management
continuously reviews the internal control systems and procedures for the efficient conduct
of the Companys business.
Internal Audit
M/s. Bagaria & Co. LLP, Chartered Accountants, Mumbai are the
internal auditors of the Company.
The Internal Auditors monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliances with operating systems,
accounting procedures and policies and reports the same on quarterly basis to the Audit
Committee.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors,
based on the representations received from the operating management, and after due
enquiry, confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) they have 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 losses of the Company for the period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down adequate internal financial controls to be
followed by the Company and such internal financial controls operated effectively during
the Financial Year and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Board Of Directors And Key Managerial Personnel
Board of Directors
The Directors express their profound sorrow on sudden and untimely
demise of Mr. Chayan Bhattacharjee on 30th August, 2023 and place on record
their deep sense of appreciation for the invaluable services rendered by him during his
tenure as a Non-Executive Director as well as Whole-Time Director of the Company. Mr.
Chayan Bhattacharjee had resigned as Non-Executive Director of the Company w.e.f. 26th
July 2022.
Mr. Mineel Mali has been re-appointed as a Whole- Time Director of the
Company for a period of three years with effect from 1st April, 2022 and the
shareholders of the Company at its Extraordinary General Meeting held on 28th
April, 2022 approved his re-appointment.
Mr. Subhrarabinda Birabar has been appointed as additional director
w.e.f. 26th November, 2022 in the category of Non-Executive Non-Independent
Director and the shareholders of the Company at its Annual General Meeting held on 29th
December, 2022 approved his appointment.
Mr. Mahendra Kumar Agrawala was reappointed as an additional director
w. e. f. 31st October 2023 in the category of an independent director,
consequent to the expiry of his tenure of 5 years as an Independent Director effective
from 30th October 2023.
Mr. Jaysingh Ashar had resigned as Non-Executive Director of the
Company w.e.f. 26th November, 2022.
The Board took on record its appreciation for the valuable services
rendered by Mr. Jaysingh Ashar during his tenure as a Non-Executive Director.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Mineel Mali is liable to retire by rotation at
the ensuing Annual General Meeting and has offered himself for re-appointment.
Independent Directors of the Company have furnished necessary
declarations to the Company under Section 149(7) of the Companies Act, 2013, confirming
that they meet with the criteria of Independence as prescribed for Independent Directors
under Section 149(6) of the Act and Regulation 16(b) of the Securities And Exchange Board
of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, (hereinafter
"SEBI Listing Regulations")
Key Managerial Personnel
Mr. Mineel Mali has been re-appointed as a Whole- Time Director of the
Company for a period of three years with effect from 1st April, 2022 and the
shareholders of the Company at its Extraordinary General Meeting held on 28th
April, 2022 approved his re-appointment.
In terms of the provisions of Section 203 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Mr. Mineel Mali, Whole-Time Director; Mr. Vinay Sharma, Chief Financial Officer and
Mr. Kaushal Shah, Company Secretary and Compliance Officer are the Key Managerial
Personnel of the Company.
Remuneration Policy and Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations, the Board of Directors on the
recommendation of the Nomination & Remuneration Committee, adopted a Policy on
remuneration of Directors and Senior Management. The Remuneration Policy is stated in the
Corporate Governance Report.
Performance evaluation of the Board was carried out during the
Financial Year. The details about the same are given in the Corporate Governance Report.
Familiarisation programmes for the Independent Directors
The details about the familiarization programmes for the Independent
Directors is given in the Corporate Governance Report.
Board Meetings
The Board met four times during the Financial Year and the details of
the meetings attended by Directors at the meetings are given in the Corporate Governance
Report. The intervening gap between the two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and SEBI Listing Regulations.
Employee Stock Option Scheme
The exercise period as per the GIPL Employee 3 Stock Options
Scheme-2013 (Scheme) is completed and the Scheme is closed.
Deposits
During the Financial Year, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Act, read with Companies (Acceptance of
Deposits) Rules, 2014.
Particulars Of Loans, Guarantees, Investments And Securities
The details of loans, guarantee or investment under Section 186 of the
Companies Act, 2013 are given under Notes to Accounts of financial statements.
Contracts Or Arrangements With Related Parties
All related party transactions entered by the Company during the
financial year were in the ordinary course of business and on arms length basis. Details
of material related party transactions are given in the prescribed Form AOC - 2 which is
appended to this report as Annexure 1.
The policy on Materiality of Related Party Transactions as approved by
the Board is uploaded on the Companys website and can be accessed at the Web link
https://airinfra.in/sec info pdf/ PolicyonRelatedPartyTransactions2021.pdf
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo
In view of the nature of business activities currently being carried
out by the Company, your Directors have nothing to report with respect to Conservation of
Energy and Technology Absorption as required under Section
134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014.
Foreign exchange outgo (actual outflows): Nil Foreign exchange earned
(actual inflows): Nil
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The list of subsidiaries, ioint ventures and associate companies of the
Company are given in Form MGT-7 (Annual Return), which is uploaded on the Companys
website and can be accessed at the weblink https:// www.airinfra.in/AnnualReturns.html
Vizag Seaport Private Limited (VSPL), an associate of the
Company offers its customers the berthing and handling facilities up to Baby Cape Size
Vessels arriving with a draft of -14.5 m. While the commercial operations commenced in
July 2004, VSPL has been handling about 7 MTPA at present. During the FY 2022-23, VSPL
handled 7.62 Million Tonnes (for FY 2021-22 - 6.57 Million Tonnes) earning revenue of
25,578.51 lakhs.
Indira Container Terminal Private Limited (ICTPL), a
subsidiary of the Company is a Special Purpose Vehicle promoted by the Company, Gammon
India Limited and Noatum Ports Sociedad Limitada Unipersonal SLU, formerly known as
Dragados SPL, Spain for construction and development of an Offshore Container Terminal on
build, operate and transfer (BOT) basis in the Mumbai Harbor and to carry out container
operations from the existing Ballard Pier Station Container Terminal (BPS) of Mumbai Port
Trust. During the Financial Year 2022- 23, ICTPL had handled 100 RORO vessels and 39 Steel
vessels with 95,466 vehicle units earning revenue of ?53.17 Crores. During the previous
Financial Year 2021-22, ICTPL had handled 103 RORO vessels, 17 Steel vessels and 1
Passenger vessel with 120,008 vehicle units earning revenue of ?48.27 Crores.
Sidhi Singrauli Road Project Limited (SSRPL), a wholly- owned
subsidiary of the Company for designing, construction, finance and maintenance of a 102.6
kms long, four-lane dual carriageway on NH-75E, which includes the construction of new
bypasses of Kauchwahi, Behri, Karthua, Bargawa and Gorbi and re-alignment of certain
stretches and is located in the State of Madhya Pradesh. SSRPL was facing various issues
like land acquisition, Forest and Environmental Clearances, approval to GADs etc. since
start of the project. The construction activity was halted due to lack of finance since
October, 2018. The Company had attempted to obtain finance to complete the SSRPL Project
despite of minimal support from Madhya Pradesh Road Development Corporation (MPRDC)
in resolving various issues aroused due to non-fulfilment of MPRDCs Conditions Precedent.
Ultimately, the MPRDC had terminated the SSRPL Project on 13th August, 2020.
SSRPL received a letter from Punjab National Bank, Lead Bank (PNB) of the
consortium of banks for the one-time settlement (OTS) of the debts of SSRPL at
?275 Crores. SSRPL is pursuing arbitration proceedings against MPRDC and Ministry of Road
Transport and Highways in order to determine the party liable for settlement of the
afore-mentioned OTS with the PNB.
Patna Highway Projects Limited, an erstwhile wholly- owned material
subsidiary of the Company has been admitted for Corporate Insolvency Resolution Process by
Honble National Company Law Tribunal, New Delhi Principal Bench under section 9 of
Insolvency And Bankruptcy Code 2016 (IBC). The Honble NCLT had vide its order
dated 10th May, 2022 dismissed the Companys application filed under Section
60(5) of Insolvency And Bankruptcy Code, 2016. The Company had filed two appeals before
the Honble NCLAT against the Honble NCLT, Delhis Order dated 10th May, 2022.
One of the appeals being Appeal no. 920 was filed challenging the approval of the
Resolution Plan of Silverpoint Luxembourg. The second appeal being Appeal no. 922 was
filed challenging the rejection of the Resolution Plan of the Company.
Appeal no. 920 was dismissed on 25th May, 2023 against which
the Company has filed an appeal before the Honble Supreme Court of India. Appeal no. 922
was dismissed on 20th October 2023 against which the Company is about to file
an appeal before the Honble Supreme Court of India.
On 3rd September, 2022, the Company had filed a complaint
before Honble Chief Metropolitan Magistrate Court, Dwarka South West, New Delhi under
Section 200 of Code of Criminal Procedure against NHAI and the same was dismissed on 26th
September, 2023 stating that the matter, being a civil matter, cannot be tried in a
criminal court. The Company had also filed a writ against the NHAI and various authorities
before Honble High Court of Patna.
On 24th September, 2022, the Company had filed a FIR at
Entally Police Station, Kolkata against Mr. Sutanu Sinha, that the Resolution Professional
had forged signatures against which the Resolution Professional filed an application
before the Honble Calcutta High Court to quash the FIR.
Rajahmundry Godavari Bridge Limited (RGBL), an erstwhile
subsidiary of the Company, had been admitted for Corporate Insolvency Resolution Process
by Honble National Company Law Tribunal, Mumbai Bench under section 7 of IBC. The Honble
NCLT has vide its order dated 10th August, 2022 dismissed the Companys
interlocutory application filed under Section 12A of Insolvency And Bankruptcy Code, 2016.
The Company had filed an appeal against the said order passed by the Honble NCLT. Later
on, the Company withdrew its Interim Application filed before the Honble National Company
Law Appellate Tribunal, Principal Bench, New Delhi (NCLAT) against the Order
dated 10th August, 2022 passed by the Honble NCLT. Consequent to the
withdrawal of the Interim Application by the Company, the entire ownership of RGBL stands
transferred to the new purchaser as approved by the Committee of Creditors of RGBL and
hence RGBL ceases to be a subsidiary of the Company.
Sikkim Hydro Power Ventures Limited (SHPVL) is the Special
Purpose Vehicle incorporated for developing Rangit II Hydroelectric Power Project in
Sikkim on BOOT basis (SHPVL Project). SHPVL Project involves the development of a
66 MW run-of-the-river Hydroelectric Power Project on Rimbi River, a tributary of River
Rangit.
The Honble NCLT had vide order dated 3rd June, 2022
terminated the Corporate Insolvency Resolution Process and allowed ex-management to take
up the management of SHPVL. Consequently, the Board of Directors of SHPVL has taken up the
management of SHPVL. The Board of Directors of the Company at its meeting held on 1st
September, 2022 approved the Share Purchase Agreement to be executed between the Company,
SHPVL and Statkraft IH Holding AS having office in Oslo, Norway for sale and transfer of
the 100% equity shareholding held by the Company in SHPVL to Statkraft for a total
consideration of ?90 Crores (including repayment of the liabilities of SHPVL).
Ras Cities And Townships Private Limited, a wholly- owned subsidiary (RCTPL)
of Gammon Projects Developers Limited, a wholly-owned subsidiary of the Company entered
into a Memorandum of Understanding dated 13th May, 2022 with the promoters of
Sony Mony Developers Private Limited (SMDPL) for acquiring 10,000 equity shares
of 10/- each of SMDPL being 100% of total paid-up capital of SMDPL. The said transfer of
10,000 equity shares of SMDPL to RCTPL was completed on 9th June, 2022.
Board Committees
At present, the Board has the following committees to assist in its
work:
i. Audit Committee to, inter-alia, oversee and review the financial
reporting system and disclosures made in its financial results;
ii. Stakeholders Relationship Committee to, inter-alia, redress
investor complaints;
iii. Nomination & Remuneration Committee to, inter- alia, approve
appointments and remuneration of executive directors and lay down nomination and
remuneration policies of the Company;
iv. Compensation Committee to administer employee stock option
schemes;
v. Business Review Committee to review business, projects and
opportunities that arise from time to time;
vi. Corporate Social Responsibility Committee to formulate and
implement a corporate social responsibility policy for the Company and
vii. Risk Management Committee to monitor and review the risk
management plan of the Company.
The constitution of various committees, its powers, duties and meetings
during the Financial Year have been elaborated in detail in the Corporate Governance
Report.
Transfer To Investor Education And Protection Fund
Your Company does not have any amount / shares due to be transferred to
Investor Education and Protection Fund.
Vigil Mechanism / Whistle Blower
In terms of Section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for Directors and employees to report genuine concerns has been
established by the Board along with whistle blower policy. The whistle blower policy have
been uploaded on the website of the Company and the same can be accessed at the web link
https://airinfra.in/sec info pdf/Whistle Blower Policy. pdf
Corporate Social Responsibility (CSR)
Since there is no average net profit for the Company for the previous
three financial years, no specific funds are required to be set aside and spent towards
the Corporate Social Responsibility of the Company during the Financial Year. The Company
is yet to formulate the CSR Policy.
Annual Return
In accordance with the Companies Act, 2013, Annual Return in Form MGT-7
is uploaded on the Companys website and can be accessed at the weblink https://
www.airinfra.in/AnnualReturns.html
Report On Corporate Governance
In terms of Regulation 34 of the SEBI Listing Regulations, a Report on
Corporate Governance along with Compliance Certificate issued by Mr. Veeraraghavan. N,
Practicing Company Secretary (Certificate of Practice Number 4334) is attached and forms
integral part of this Report (herein referred to "Corporate Governance
Report").
Management Discussion And Analysis Report
Attention of the members is invited to a separate section titled
Management Discussion and Analysis Report which is covered in this Annual Report.
Secretarial Standards
The Company complies with all applicable Secretarial Standards.
Reporting Of Frauds By Auditors
During the Financial Year, neither the statutory auditors nor the
secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Boards report.
Statutory Auditors
M/s. Natvarlal Vepari & Co., Chartered Accountants (FRN: 106971W
W), the Statutory Auditors of the Company, holds office until the conclusion of the 26th
Annual General Meeting ("AGM").
Statutory Auditors Report
The Statutory Auditors have qualified their opinion in their
Independent Auditors Report as follows:
Basis for Qualified Opinion
a) Attention is invited to Note 27 (a) of the Financial Statement,
relating to the Project in the SPV;
Indira Container Terminal Pvt Ltd. There exists material uncertainty
relating to the future of the Project where the exposure of the Company in the SPV/project
is 13,249.48 lacs (funded and non- funded). The draft settlement agreement between the
SPV, Ministry of Shipping (MoS), Mumbai Port Trust (MbPT) has been rejected by MbPT. The
Company and the SPV are in discussion with MbPT and MoS to reconsider the Project. The
credit facility is marked as NPA by the Lenders. The SPV and MbPT have initiated
arbitration proceedings which are in progress. The MBPT has requested for conciliation
proceedings which are also under active discussions. Also, the lead Bank has approached
NCLT Mumbai Bench against its outstanding dues and submitted its application under
Insolvency and Bankruptcy Code, 2016. After seeking extension, the SPV has filed its reply
and the matter is listed for the next hearing on November 7, 2023. Pending conclusion of
matters of material uncertainty related to the Project, decision of the OTS by the lenders
not being concluded and the outcome of NCLT matter, we are unable to comment whether any
provision is required towards possible impairment towards the said exposure.
b) Attention is invited to Note 30 (a) of the Statement in respect of
PHPL where the CIRP proceedings had been initiated. NCLT has approved the resolution plan
vide order dated May 10,2022 submitted by Resolution Professional and as per the NCLT
Order no surplus is available to the Company. The Company has filed an appeal in NCLAT
against the NCLT order and expects favourable outcome on the matter. Pending the outcome,
no impairment has been done by the Management against the funded exposure. On accounts of
the facts stated above and in Note 3(a), there is possible impairment towards the exposure
of the company in the SPV of 1,40,318.70 lacs unless the Management receives a
favourable order in its appeal before the NCLAT.
c) Attention is invited to Note 27 (f) of the Financial Statement,
relating to power project where the operation of the project is under constraints as
detailed in the note. The SPV has also invoked the arbitration against the Karkhana and
the Karkhana has approached Debt Recovery Tribunal (DRT).
Based on the submission of Karkhana that the Plant was possessed and
run by Karkhana, the tribunal ordered to maintain status quo. The Company is in the
process of filling its response at DRT. Also, the SPVs credit facilities are marked as
Non- Performing Assets. Pending the outcome of the legal proceedings and in the absence of
resolution of financial and operational constraint under the project, we are unable to
comment whether any provision is required towards possible impairment towards the exposure
of the project. The Audit Report of SPV contains disclaimer of opinion for illegal
occupancy of the factory by Karkhana and that the access to facility and records and
transactions for the period from January 1, 2022 to March 31, 2023 are not available with
the Company. The Company on a prudent basis has provided for the entire funded exposure
amounting to 10,700.04 lacs. Total non-funded exposure outstanding as at March 31, 2023
is 19,167.00 lacs.
d) We invite attention to Note 29 of the Financial Statement, wherein
during the earlier year, Western Coalfields Limited (WCF) had encashed Bank Guarantee
amounting 1,514.01 lacs given in favour of Aparna Infraenergy India Private Limited (one
of the SPVs sold to BIF India Holding Pte Ltd on February 29, 2016). Subsequent to
encashment the Company has filed an application for converting earlier injunction
application to suit for recovery of damages. The Management is hopeful of getting
favourable decision on the matter and recovery of damages based on legal advice on the
matter. Pending the outcome, the Company has shown guarantee encashment amount as
receivable from Western Coal Fields.
Clarification for the afore-mentioned qualified opinions by the
Statutory Auditors in their Report are provided in detail in Operational Overview of
Management & Discussion Analysis forming part of the Annual Report of the Company.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations,
Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of
Practice Number: 4334) was appointed to undertake the Secretarial Audit of the Company.
In terms of Regulation 24A of SEBI Listing Regulations and provisions
of Section 204 of the Companies Act, 2013 the Secretarial Audit Report in Form no. MR-3
has been annexed to this Board Report as Annexure 2.
Observations made by the Secretarial Auditor in their Report are
self-explanatory.
Particulars Of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure
3.
During the Financial Year, none of the employees are in receipt of
remuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time.
Information Under The Sexual Harrassment Of Women At Workplace
(Prevention, Prohibition And Redressal) Act, 2013
Consequent to change in personnel of the Company and its subsidiaries,
the Board had re-constituted Internal Complaints Committee (Committee) w.e.f. 1st
September, 2022. The Committee now comprises of Ms. Charushila Choche as Chairperson, Mr.
Ravindra Desai, Mr. S. Lakshmayyah and Ms. Akansha Rathi,
Company Secretary in Practice and Insolvency Professional as the
members of the Committee.
During the Financial Year, no complaint was filed before the Internal
Complaints Committee.
Material Changes And Commitments Affecting The Financial Position Of
The Company Between The End Of The Financial Year And The Date Of The Report
There were no material changes and commitments after the closure of the
year till the date of this report, which affect the financial position of the Company.
Significant And Material Orders Passed By The Regulators / Courts /
Tribunals
No significant or material orders were passed by the Regulators or
Courts or Tribunals till the date of this report which impacts the going concern status
and Companys operations in future.
Acknowledgements
The Board wishes to place on record their appreciation for the support
received by the Company from its shareholders and employees. The Directors also wish to
acknowledge the co-operation and assistance received by the Company from its business
partners, bankers, financial institutions and various Governments, Semi Government and
Local Authorities.
| For and on behalf of the Board of, |
| AJR INFRA AND TOLLING LIMITED |
| (formerly Gammon Infrastructure Projects Limited) |
| Mineel Mali |
| Whole-Time Director |
| DIN: 06641595 |
| Subhrarabinda Birabar |
| Director |
| DIN: 03249632 |
| Mumbai, |
| Dated: October 30, 2023 |
+91-9892691696
