jaiprakash associates ltd Directors report

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 COMPANYS 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 Companys 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 Honble 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 Companys 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 Companys 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 Honble 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 Companys subsidiary, JIL pending litigation at Honble Supreme Court of India in the matter of Companys 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 Honble Supreme Court of India. The Honble 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 Honble Allahabad High Court and has also deposited an amount as per directions in Interim, by the Honble 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), Companys 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) (JALs share – 823.58 (51%) of Contract Price)	Irrigation Tunnels	768.96 (JALs 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 (JALs 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 (JALs Share – 51%)	Irrigation Canal	347.82
2. Veligonda Feeder and Teegaleru Canal Project- (Package-2)	Andhra Pradesh	392.58 (Revised) (JALs 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 equipments 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 Companys 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. 2020–2.74 million, F.Y. 2021–1.52 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, Indias 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 Indias first International

Motor racing track, a long green boulevard and much more. This Sports City had hosted Indias 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 Honble 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. Honble 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 Honble 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. Honble 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 Honble 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

Companys 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 Honble 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 Companys 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 Companys 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, (Firms 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, (Firms 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 Companys Policy on Sustainable Development are accessible on the Companys 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 arms 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 COMPANYS 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