JP Power Ven. Director Discussions


To,

The Members

The Directors of your Company are pleased to present the Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2023 is summarized below:-

(Rs. in Crore)

Particulars Current Year ended 31.03.2023 Previous Year ended 31.03.2022
Net Revenue 5779.25 4596.32
Add: Other operating income 7.42 28.23
Add: Other Income 135.26 234.87
Total Income 5921.93 4859.42
Profit before Interest, Depreciation, Exceptional items & Taxation 1250.56 1347.9
Less : Finance Cost 559.70 556.09
Less : Depreciation 464.16 481.20
Add: Exceptional items (Net) 0 0
Profit /(Loss) before Tax 226.70 310.61
Add: Tax expenses (Net) (167.68) (202.12)
Profit after Tax/(Loss) 59.02 108.49
(Less)/Add: Other Comprehensive Income 77 (0.20)
Total Comprehensive Income 59.79 108.29

2. COMPANYS PLANTS AND OPERATIONS

The Company continued to be engaged in the business of thermal and hydro power generation, coal mining, sand mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW, 2 MTPA Cement Grinding Unit and 3.36 MTPA Coal Mine as per details given below:-

(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.

(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P.) consisting of two units of 250 MW each, First unit had been in operation since August 2012 and second unit since April 2013.

(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) in Distt. Singrauli (M.P.) consisting of two units of 660 MW each, First unit had been in operation since September 2014 and second unit since February 2015.

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie Cement Grinding Unit with an installed capacity of 2 MTPA.

(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 3.36 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP. The annual capacity of the mine is now enhanced to 3.36 MTPA w.e.f financial year ending 31st March, 2023.

(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor. Despite erratic scheduling and major maintenance impacting the demand of energy during the year and constraint in coal procurement as well as unremunerated coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-

Plant Plant Availability (%) Plant Load Factor (%) Net Saleable Energy Generation (MU)
Jaypee Vishnuprayag Hydro Power Plant (400 MW) 99.51 54.53 1661.33
Jaypee Bina Thermal Power Plant[500 MW ] 83.59 68.03 2729.63
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) 87.19 69.50 7441.49

The saleable energy generation for the year has been 11832.45 MUs as compared to 11675.33 MUs during previous year i.e higher by 157.12 MUs. The performance of various plants is given as under:-

2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant

400 MW Jaypee Vishnuprayag Hydro Electric Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand.

The performance of the Vishnuprayag Hydro Electric Power Plant during the year ended 31st March, 2023 had been very good due to better hydrology and actual energy generated during the period was more than the Design Energy generation. The energy generated during the period ended 31st March, 2023 was 1910.83 MUs as compared to 1801.23 MUs during the corresponding previous year and the net saleable energy of 1661.33 MUs as against 1565.56 MUs during the previous year

2.2 500 MWJaypee Bina Thermal Power Plant

Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal based thermal power plant having an installed capacity of 500 MW (2X250 MW).

The Company has a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC and with Government of Madhya Pradesh (GoMP) to supply 5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of (GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is being sold as merchant power.

MPPMCL has been giving restricted schedule to BINA TPP and is giving erratic and fluctuating schedules of dispatch most of days & some time scheduling very low off take, which technically rendered it unfeasible to run the Plant optimally and forcing Company to sell balance power to power exchanges at un-remunerative tariff. During FY 2022-2023, total 2729.63 MUs power were delivered out of which, 1668.56 MUs were delivered to MPPMCL and balance 1061.07 MUs were sold on power exchange and on bilateral sale basis, mainly to meet technical minimum requirement of the plant.

The gross energy generation of JBTPP was 2979.74 MUs during the year 2022-23 as compared to 2508.69 MUs during the previous year, thus washigherby 471.05 MUs.

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant

1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited respectively.

The Plant has long term PPAs with MPPMCL to supply 30% of installed capacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of GoMP. Part of Energy generation is also sold on merchant basis through bilateral arrangements, through Indian Energy Exchange, Hindustan Power Exchange & Power Exchange of India Limited. The operations have been affected to some extent due to non-availability of long term PPA(s) and non-availability of coal for the part capacity of the plant. The gross energy generation of the Plant was 8036.35 MUs during the year 2022-23 as compared to 8381.90 MUs in the previous year, which was lower by 345.53 MUs. During the year 2022-23, 4038.82 MUs power was sold as merchant sales. The Company achieved a PLF of 69.50 % as compared to 72.49 % in the previous year.

2.4 Coal Mining Operations (i) Amelia (North) Coal Mine

Amelia (North) Coal Mine has been operating at its Peak Rated Capacity (PRC) of 2.8 MTPA since 2015. Coal is being used for 2 x 660 MW Jaypee Nigrie Super Thermal Power Plant, Nigrie, M.P. Looking at the scenario of sustained shortage of coal, the Ministry of Coal, Government of India, released a notification, wherein the production capacity of coal mine can be enhanced up to 50% of the existing PRC.

Your company decided to avail above provision of enhancement of capacity and Environmental Clearance was obtained on 16th January 2023 for expansion from 2.8 MTPA to 3.36 MTPA (i.e. 20% of the existing PRC). The mine reached the PRC of 3.36 during the FY 2022-23. The Company has submitted the compliance of conditions of the Environmental Clearance and necessary steps are being taken to obtain EC for 3.92 MTPA in the FY 2023-24.

(ii) Bandha North Coal Mine

The Ministry of Coal, Government of India has allowed commercial mining of Coal on revenue sharing basis and under this scheme a partially explored Bandha North Coal Block had been put on auction. Since this coal block is adjacent to Amelia (North) Coal Mine and will be operationally and strategically favourable, the Company participated in the auction and the Coal Block was allocated to the Company for exploration. Now onwards, the block will be fully explored and Geological Report would be prepared followed by preparation and approval of Mining Plan. Thereafter processes for obtaining Environmental Clearance, Forest Clearance, Mining Lease, Land Acquisition and Mine Opening Permission would be carried out.

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. Total production of Cement in the Plant during FY 2021-22 was 24,660 MT as against 43,306.5 in FY 2020-21 mainly due to clinker supply constraints.

In terms of stipulations of Debt Resolution Plan with the lenders, the Company has to exit the non-core activity like Cement Grinding Unit (CGU). In furtherance thereto, your Company is in the process of executing an agreement with Dalmia Cement (Bharat) Limited (DCBL), for Tolling / Leasing of CGU for a period of upto Seven (7) years with an option to M/s DCBL to have a right to purchase the CGU from the Company on or before the 7th year at an Enterprise Value of Rs. 250.00 Crore.

2.6 Sand Mining Operations

During the year, the Company continued its sand operations through its sub contractor such as, excavation, storage, sale, etc. of Sand in the State of Andhra Pradesh as per tender approved by Director of Mines and Geology, (DMG) Govt. of Andhra Pradesh -in the three fields given below:-

Package 1 Srikakulam, Vizianagaram, Visakhapatnam & East Godavari districts in state of Andhra Pradesh with a minimum bid amount of Rs. 477.50 Crore inclusive of all statutory levies and consideration amount
Package 2 West Godavari, Krishna, Guntur & Prakasam districts in the state of Andhara Pradesh with a minimum bid amount of Rs. 745.70 crore inclusive of all statutory levies and consideration amount
Package 3 Nellor, Anantapur, Chittoor, Kurnool & YSR Kadapa districts in the state of Andhra Pradesh with a minimum bid amount of Rs. 305.60 crore inclusive of all statutory levies and consideration amount

Your Company has implemented the project during the current year through sub-contract and has achieved a turnover of Rs. 885.06 crore (Previous Year – 741.82 crore) from Sand Mining Operations..

3. OPERATIONS

The total income from operations for the year ended 31st March, 2023 aggregated to Rs. 5786.67 crore as compared to Rs. 4624.55 crore in the previous year i.e. higher by Rs. 1162.12 crore.

The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 226.70 crore as compared to profit Rs. 310.61 crore in the previous year. Exceptional items for the year under review was NIL (against exceptional item which was NIL in the previous year), The total income on consolidated basis for the year ended 31st March, 2023 aggregated to Rs. 5922.15 crore as compared to Rs. 4859.63 crore in the previous year.

However, Net profit after tax and exceptional items consolidated basis during the year under review stood at Rs. 55.42 crore as compared to net profit on consolidated basis of Rs. 107.28 crore during the previous year.

4. DIVIDEND

Due to inadequate profits in the current year, dividend was not recommended by the Board.

5 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The Share Capital of the Company comprises of Equity and Preference Share Capital.

(i) The paid up Equity Share Capital of the Company as on 31st March, 2023, was Rs. 6853,45,88,270 divided into 685,34,58,827 Equity Shares of Rs.10/- each and as on 31st March, 2023, 22.15% of the paid-up Equity Share Capital of the Company, is held by Banks, Financial Institutions and Insurance Companies. The Company has not issued any fresh shares during the year under review.

(ii) The Company also has Preference Shares issued to lenders pursuant to Debt Resolution Plan and the Framework Agreement dated 18th April, 2019, detail of which is as follows:-

(a) 0.01% Cumulative Compulsory Convertible Preference Shares (CCCPs) aggregating to Rs.3805.53 crore to lenders;

(b) 9.5% Cumulative Redeemable Preference Shares (CRPs) of Rs.12.50 crore to be redeemed in 5 equal installments to Union Bank Of India ( erstwhile Corporation Bank); and

(c) 9.5% Cumulative Redeemable Preference Shares (CRPs) of Rs.12.02 crore to be redeemed out of the sale proceeds of Nigrie Cement Grinding Unit to Canara Bank.

Also, Your Company has not issued any: o Shares with differential o Sweat equity shares o Equity shares under Employees Stock Option Scheme

7. DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014.

8. HOLDING & SUBSIDIARIES

As on 31st March, 2023, the Company had following wholly owned subsidiaries:

i) Jaypee Arunachal Power Limited;

ii) Sangam Power Generation Company Limited;

iii) Jaypee Meghalaya Power Limited;

iv) Bina Mines and Supply Limited (Previously known as Bina Power and Supply Limited) The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-

8.1 Jaypee Arunachal Power Limited

Jaypee Arunachal Power Limited (JAPL) was incorporated by Jaiprakash Power Ventures Limited as a wholly owned subsidiary of the company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Jaiprakash Power Ventures Limited alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.

For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance, forest clearance case is under scrutiny with Nodal officer, Itanagar. Draft Rehabilitation & Resettlement Plan is submitted to State Govt for its approval. Power Purchase Agreements are to be submitted for final approval. The details have been submitted to CEA for getting concurrence of Detailed Project Report revalidated. The cases of land acquisition, extension of validity of ToR for EIA/ EMP reports are being pursued with State Government. More field surveys have been carried out.

For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for extension of Validity of TEC. Public hearing had been conducted and the final EIA & EMP report has been submitted to Ministry of Environment & Forest for environment clearance. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.

An amount of approx. Rs. 206.70 crore has been incurred in respect of the aforesaid projects upto 31st March, 2023.

Ministry of Power GOI has decided to implement these project by Public Sector Undertakings and allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-

1. Lower Siang HEP (2700 MW) to NHPC Ltd.

2. Hirong HEP (500MW) to NEEPCO

8.2 Sangam Power Generation Company Limited

Sangam Power Generation Company Limited (SPGCL) was acquired by Jaiprakash Power Ventures Limited (JPVL) from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh. SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to local villagers agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that Companys claims be settled amicably for closing the agreement(s). Due to abnormal delay in resolving the matter by UPPCL, SPGCL has withdrawn all its undertakings given to UPPCL and lodged a claim of Rs. 1,157.22 crore on them vide its letter no. SPGCL/NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed a petition with Honble Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of performance bank guarantee and payment of certain claims.

Honble UPERC has concluded the hearing and vide order dated 28th June, 2019 has directed UPPCL as under:-

a) The Power Purchase Agreement dated 17th October, 2008 and Share Purchase Agreement dated 23rd July, 2009 would stand terminated. As a consequence of termination of Share Purchase Agreement, the Respondent (UPPCL) shall become the owner of SPGCL.

b) Allowed reimbursement of actual expenses of Rs. 251.37 crores and allowed simple interest @9% on Rs. 149.25 crores which include expenditure on Land, Advances and Admin. Expenses.

c) The Respondent will immediately release the Bank Guarantee provided by the Petitioner (SPGCL).

UPPCL and SPGCL had filed Appeals against the Order of UPERC with APTEL. APTEL vide its Order dated 14.07.2021 has disallowed the Appeals and directed UPERC for verification & payment of expenses allowed in its Order & release of performance guarantees.

In terms of Order passed by APTEL, SPGCL has filed application with UPERC for verification of expenses & payment of expenses with Interest and release of performance guarantee.

UPPCL and SPGCL have filed Appeals with Supreme Court against the Order passed by APTEL.

Supreme Court has stayed the Order passed by APTEL and matter is pending for final hearing.

An amount of Rs. 547.06 crore has been spent on the Project up to 31st March, 2023.

8.3 Jaypee Meghalaya Power Limited

Jaypee Meghalaya Power Limited was incorporated to implement 270MW Umngot HE Power Project and 450MW Kynshi-II HE Power Project on BOOT (Build, Own, Operate and Transfer) basis and is presently the Wholly- owned Subsidiary of Jaiprakash Power Ventures Limited (JPVL).

JPVL alongwith its associates will ultimately hold 74% of the equity of the Company and the balance 26% will be held by the Government of Meghalaya.

An aggregate amount of approx. Rs. 8.3 crores has been spent on the above said two projects upto March, 2023

a) UMNGOT HE POWER PROJECT (270MW) : As there was opposition by the local people, State Government had earlier advised that Umngot HE Power Project would not be operationalized as per MoA till further orders. The matter was being pursued with State Government for permission to resume the works. However, State Government has issued the order to terminate the MOA and begun the process for re-allocation of this project though ICB route.

b) KYNSHI H.E. PROJECT-II (3 x 150 = 450 MW)

i. The field work of survey & investigation and EIA studies have been completed. Drilling and drifting in power house area have been completed.

ii. The revised proposal for Kynshi-II HEP with involvement of lesser forest area submitted to Government of Meghalaya and MoEF. MoEF has asked Department of Atomic Energy and the State Government to give their view on uranium deposits in the vicinity of the project. Accordingly revised proposal for issuance of Term of Reference for EIA studies will be submitted.

iii. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. The water availability series for power potential studies has been approved by CEA.

iv. As it has been established that there are deposits of Uranium in the area of this project, it has become difficult to obtain clearance form Ministry of Environment and Department of Atomic Energy. Therefore, Government of Meghalaya is in process to declare this project as non-feasible and scrap the same.

8.4 Bina Mines and Supply Limited

Consequent to termination of Securities Purchase Agreement (SPA) executed with JSW, which was extended upto 31st December, 2017, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL would not be implemented. The name of the company was changed to Bina Mines and Supply Limited vide fresh certificate of incorporation dated 7th July 2021.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES

The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2023 is attached in the prescribed format AOC-1 as set out in "Annexure-A" and forms part of this Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.

The Policy on Material Subsidiaries, as approved by the Board of Directors, may be accessed on the Companys website at the link: http://jppowerventures. com/wp-content/uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf

10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

10.1 Changes in the Board

a) Shri Pritesh Vinay (DIN: 08868022) and Shri Praveen Kumar Singh (DIN: 00093039) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for reappointment.

b) Shri Jagmohan Garg (DIN: 00364981)was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 16th October, 2019 to hold his office till 15th October, 2022. He was re- appointed for another term of three years vide shareholders approval in the 27th Annual general meeting held on 24th September, 2022 from 16th October 2022 to 15th of October 2025.

c) IDBI Bank Ltd. Nominated Shri Mitesh Sinha (DIN :08921820) as Nominee Director vice Shri Ramakrishna Eda (DIN:07677647) w.e.f 27th May, 2022. The IDBI Bank Ltd again nominated Shri Sonam Bodh (DIN: 06731687) vice Shri Mitesh Sinha (DIN: 08921820) w.e.f from 6th September 2022.

d) Shri Sunil Kumar Sharma (DIN: 00008125) was appointed as a Whole-time Director on the Board of the Company from 18th March, 2023, to 31st March, 2024. Looking at his valuable contribution to the Board, Shareholders approved his appointment vide Postal Ballot dated 14th June 2023.

e) Smt. Binata Sengupta (DIN: 08779205) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 2nd July, 2020 to hold her office till 1st July, 2023. Looking at her immense contribution to the Board, approval of Shareholders is sought to reappoint her for a further period of 3 years w.e.f. 2nd July, 2023 to 1st July, 2026.

f) Dr. Vandana R Singh. (DIN: 03556920) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 27th July, 2020 to hold her office till 28th July, 2023 Looking at her immense contribution to the Board, approval of Shareholders is sought to re-appoint her for a further period of 3 years w.e.f. 27th July, 2023 to 26th July, 2026.

g) Shri Anupam Lal Das (DIN: 08812375) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 27th July, 2020 to hold his office till 28th July, 2023 Looking at his immense contribution to the Board, approval of Shareholders is sought to re-appoint him for a further period of 3 years w.e.f. 28th July 2022 to 27th July, 2026.

h) Shri Sudhir Mital (DIN: 08314675) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 7th November, 2020 to hold his office till 6th November, 2023. Looking at his immense contribution to the Board, approval of Shareholders is sought to re-appoint him for a further period of 3 years w.e.f. 7th November, 2023 to 6th November, 2026.

i) Shri Rama Raman (DIN: 01120265) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 9th May,2023 to hold his office till 8th May,2023. He was re- a vide shareholders approval in the Postal Ballot dated 14th June,2023.

10.2 Key Managerial Personnel

Shri Suren Jain continued as Managing Director and CEO of the Company. Shri Praveen Kumar Singh continued as Whole-time Director of the Company.

Shri Sunil Kumar Sharma was appointed as whole time Director w.e.f. 18th March, 2023 to 31st March, 2024 vide Shareholders approval in the Postal Ballot dated 14th June 2023.

Shri R.K. Porwal, Chartered Accountant, continued to be CFO of the Company.

Shri Mahesh Chaturvedi (FCS 3188) continued to be Company Secretary and Compliance Officer of the Company.

10.3 Number of meetings of the Board of Directors

During the financial year 2022 -23, six meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.

10.4 Statement on declaration given by Independent Directors The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

10.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.jppowerventures.com.

10.6 Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors

(i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in their meeting held on 11th May, 2019 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 8th May, 2023 carried out the evaluation of performance of Board, its Committees except NRC and that of individual Directors other than independent directors, on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.

(ii) A meeting of Independent Directors was held on 6th March, 2023 without the attendance of Non-Independent Directors or any member of the Management, for evaluation of performance of Non-Independent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.

(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 as well as by the Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 9th May, 2023 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.

11 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2023 that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; b. the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2023 and profit 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 the 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 proper internal financial controls to be followed and that such internal financial controls were 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 and operating effectively.

12. AUDITORS 12.1Statutory Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 to hold his office till the conclusion of 27th Annual General Meeting to be held in FY 2022. The Board of Directors in its meeting held on 27th May, 2022 has, on the recommendation of the Audit Committee, proposed to re-appoint M/s. Lodha & Co., Chartered Accountants as Auditors of the Company for another term of 5 (five) consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2027 at such remuneration as may be fixed by the Board of Directors of the Company.

12.2Cost Auditors

For the Financial Year 2022-23, the Board of Directors of the Company had appointed, on the recommendations of the Audit Committee, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) to audit the Cost Records relating to "Power Generation" of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be filed within the due date.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) as Cost Auditors of the Company for auditing the Cost Records relating to "Power Generation" of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2023-24 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

12.3Secretarial Auditor

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed M/s. VLA &Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023.

Secretarial Audit Report for the Financial Year ended on 31st March, 2023, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as "Annexure-B".

The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3) (f) (ii) of the Companies Act, 2013. The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed M/s. VLA & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the Financial Year 2023-24.

13. AUDITORS REPORT

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the

Standalone Financial Statements of the Company for the year ended 31st March, 2023. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-

Auditors Qualification Managements Reply
a) As stated in note no. 44(e) of the audited standalone financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March,2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results). In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. (Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of "Framework Agreement" (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI and is in process of discussion with SBI.
Presently Impact cannot be quantified.
b) As stated in note no. 46 and 53(a) of the audited standalone financial statements for the year ended 31st March, 2023, no provision for diminution in value against long-term investments made in subsidiaries amounting to Rs. 78,089 lakhs including amount of Rs.55,212 lakhs investment in SPGCL (31st March,2022 Rs. 78,795 lakhs and including amount of Rs. 55,207 lakhs investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims as stated in note no.6 of accompanying financial results (note no.5 of accompanying financial results) (impact unascertainable). No provision for diminution in value against following long- term investments of amounting to Rs.78,089 lakhs (Book Value) has been made as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and claims as stated in note no.5 (this to be read with note no.6) of accompanying financial results and management is confident that no provision for the same at this stage is considered necessary

In Lakhs

(i) Investment in Sangam Power Generation Company Limited 55,212
(ii) Investment in Jaypee Arunachal Power Ltd 22,872
(iii) Investment in Jaypee Meghalaya Power Ltd 5
Total 78,089
Presently Impact cannot be quantified.

Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The Management Reply thereto were as under:-

Auditors Emphasis on matters Managements Reply
a) As stated in note no. 10 of accompanying financial results regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been sub- contracted on back -to -back basis. Further, as stated, sub- contractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due installments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the sub-contractor. As stated in note no. 10 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good. As per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good , since sand contracts have been sub-contracted on back -to -back basis. Further, sub- contractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub- contracts signed, the sub-contractor is liable to pay due installments amount including delay charges to DMG. Secondly, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation and there will not be any material impact on these financial statements.
Presently Impact cannot be quantified
b) Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500 lakhs (including carrying cost of Rs. 13,581 lakhs up to Mar23). As stated in the note in the opinion of the management, Company has crediable case in its favour. Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company.
The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 42,442 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.
Presently Impact cannot be quantified.

 

Auditors Emphasis on matters Managements Reply
c) As stated in note no. 48 (i) of the audited standalone financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2022 Rs. 6,085 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable. The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,085 lakhs) has been deposited which is in the opinion of the management good and recoverable.
Presently Impact cannot be quantified
d) As stated in note no. 59(a) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes. Management is in the process to confirmations/ reconciliation of balances of balances (of certain secured and unsecured borrowings (current & non- current), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation(including for fuel procurement and consumption processes which are in process of further strengthening).. The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs.
Presently Impact cannot be quantified.
e) For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its realisability. Accordingly, these are considered good by the management as stated in Note no. 66(c) of the audited standalone financial statements for the year ended 31st March, 2023. During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements.
Presently Impact cannot be quantified.
f) As stated in the note no. 52 of the audited standalone financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage (note no. 7(b) of the accompanying financial results). Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage.

Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The

Managements Reply thereto is as under:-

Auditors Qualification Managements Reply
a) As stated in note no. 43(h) of the audited consolidated financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March,2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results). In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement.
(Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of "Framework Agreement" (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI and is in process of discussion with SBI.
Presently Impact cannot be quantified.

Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. The Management Reply thereto were as under:-

Auditors emphasis on matters Managements Reply
a) As stated in note no. 10 of accompanying financial results regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been sub- contracted on back -to -back basis. Further, as stated, sub- contractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the sub- contractor. As stated in note no. 10 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good. As per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good , since sand contracts have been sub-contracted on back -to -back basis. Further, sub- contractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Secondly, Rs. 3,556 lakhs also due and recoverable from sub- contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation and there will not be any material impact on these financial statements.
Presently Impact cannot be quantified
b) Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007- 08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500 lakhs (including carrying cost of Rs. 13,581 lakhs up to Mar23). As stated in the note in the opinion of the management, Company has crediable case in its favour Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company.
The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 42,442lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.
Presently Impact cannot be quantified.
c) As stated in Note no. 46(i) of the audited consolidated financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2022 Rs. 6,085 lakhs) has been deposited and shown as part of other non- current assets which in the opinion of the management is good and recoverable. The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,085 lakhs) has been deposited which is in the opinion of the management good and recoverable.
Presently Impact cannot be quantified.
d) As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59 (b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes. Management is in the process to confirmations/ reconciliation of balances of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. (Including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs.
Presently Impact cannot be quantified
e) For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its realisability. Accordingly, these have been considered good by the management as stated in Note no. 62(ii) of the audited consolidated financial statements for the year ended 31st March, 2023. During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements. Presently Impact cannot be quantified.
f) As stated in the note no. 65 of the audited consolidated financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage (note no. 7(b) of the accompanying financial results). Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage.
Our opinion is not modified in respect of above stated matters in para (a) to (f).
g) Uncertainty on the going concern – of Subsidiary Companies: (i) (Government of India has proposed companys project to be implemented by central PSU (NHPC/ NEEPCO). We are in process of data / information submission to the nodal agency regarding handing over of the project to the designated agencies i.e. NHPC, therefore no impairment provision has been considered necessary for ‘Capital work- in –progress and Advance given to Government of Arunachal Pradesh at this level. In the meantime company has filed an application for refund/ reimbursement of necessary fees etc. which was deposited with government agency.
(i) Jaypee Arunachal Power Limited: Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs) is in process of data/ information submission to the nodal agency regarding handing over of the project to the designated agency i.e. NHPC where Government of India has proposed JAPLs project to be implemented by the central PSU (NHPC/ NEEPCO). Accordingly, no provision has been considered necessary for capital work in progress and advance given to Government of Arunachal Pradesh and JAPL is dependent on its holding company for meeting its day-to- day obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPLs ability to continue as a going concern. However, the financial statements of the JAPL have been prepared by the management on a going concern basis [Note no. 64(a) of the audited consolidated financial statements for the year ended 31st March, 2023].
(ii) Jaypee Meghalaya Power Limited: Jaypee Meghalaya Power Limited (JMPL) (where Holding Company has investment of Rs. 846 lakhs and provision for diminution of Rs. 846 lakhs) could not file application for claiming the expenses incurred for capital work in progress and therefore considering it to be prudent, provision for impairment for the same has been made. Further, accumulated losses have eroded more than 50% of the net worth of the JMPL and JMPL is dependent on its holding company for its daily operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPLs ability to continue as a going concern. However, the financial statements of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2023]. (ii) Government of India has held up the project of the company., Since the project has been scrapped hence impairment is considered necessary for ‘capital work- in –progress at this level. Company has made provision of Rs. 846 Lakhs entire investment.
(iii) Sangam Power Generation Company Limited Sangam: Power Generation Company Limited (SPGCL) (where Holding Company investment of Rs. 55,212 lakhs) is having accumulated losses and its net worth has been significantly eroded as on 31st March 2023 and its claim against UPPCL is pending before Honble Supreme Court. These conditions indicates the existence of a material uncertainty that may cast significant doubt about the SPGCLs ability to continue as a going concern. However, the financial statements have been prepared on going concern basis (this is to be read with note no. 6 of the accompanying financial results). (iii) Sangam Power Generation Company Limited (SPGCL, a Subsidiary Company) was acquired by JPVL (the Company) from Uttar Pradesh Power Corporation Ltd (UPPCL) in earlier year for implementation of 1320 MW Power Project (Karchana STPP) at Tahsil Karchana, Distt. Allahabad, Uttar Pradesh. The Company has investment of Rs.55,212 lakhs (5,520 lakhs equity shares of Rs. 10/- each fully paid till 31/03/2023) in SPGCL. Net Worth of SPGCL has been eroded significantly as on 31st March, 2023. In view of abnormal delay in handing over the physical possession of land by UPPCL, SPGCL had written to UPPCL in earlier year and to all procurers of power that the Power Purchase Agreement (PPA) be rendered void and cannot be enforced. As advised, draft of Share Purchase Agreement (SPA) was sent to UPPCL / UPRVUNL by SPGCL for their approval but there was abnormal delay in resolving the matter by UPPCL, therefore SPGCL had withdrawn all its undertakings given to UPPCL and also had filed a petition before Honble UPERC (State Commission) for release of performance bank guarantee and also for payment against claim lodged of Rs 1,15,722 lakhs. UPERC vide its Order dated 28.06.2019 has allowed claim (of SPGCL) for Rs.25,137 Lakhs along with interest @ 9% p.a. on Rs.14,925 lakhs for the period from 11.04.2014 to 31.03.2019 and also directed UPPCL to immediately release Performance Bank Guarantee (Rs. 99 crore) to SPGCL and SPGCL to transfer the entire land parcel to UPPCL. UPPCL had appealed against the said order in APTEL and SPGCL had also filed counter appeal. During the current year, APTEL vide its order dated 14th July, 2021, upheld the State Commissions order dated 28.06.2019 and directed State Commission to complete the verification of relevant documents of the claim filed by SPGCL within a period of three months from the date of pronouncement of this judgment and crystallize the total amount to be paid to SPGCL. SPGCL has filed application with Honble UPERC for verification of expenditure and payment thereof and release of performance bank guarantee. Further, UPPCL has filed an appeal with Honble Supreme Court against above mentioned order of APTEL and also Company has filed an appeal with Honble Supreme Court against the order of APTEL. Honble Supreme Court has stayed the Order of APTEL. Further pursuant to the Order dated 14th December,2021of Honble Supreme Court, application filed with UPERC has been kept in abeyance. Pending these and management is confident about settlement of claims in its favour, no provision against diminution in value of investment, has been considered necessary at this stage.
Our opinion on above [(g) (i) to (iii)] is not modified.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions were done on an arms length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No.SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Companys website at the link: http:// jppowerventures.com/wp-content/uploads/2015/05/ Policy-on-Related-Party-Transactions.pdf.

The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-C" to this Report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Companys operations in future have been passed by the Regulators or Courts or Tribunals.

16. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.jppowerventures. com/wp-content/uploads/2023/08/MGT_7-2023.pdf

17. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

19. RISK MANAGEMENT

The Provisions of constitution of Risk Management Committee is applicable to the Company vide SEBI Notification dated 5.5.2021 being falling in the list of top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee. Accordingly the Company has constituted the Risk Management Committee details of which are given in the Corporate Governance Report forming part of the Board Report.

The policy on Risk Management as approved by board is available on companys website at www.jppowerventures.com In the opinion of the Board, there is no risk which may threaten the existence of the Company as a going concern.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top thousand (1000) listed entities based on market capitalization as on 31st March, 2023, as such, a Business Responsibility and Sustainability Report (BRSR) is annexed with this Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Report on Corporate Governance.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed herewith as "Annexure-D".

22. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as "Annexure-E".

23. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Companys website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf

26. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure–F (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure–F(II) which forms part of this Report.

28. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, CEA, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Ministry of Power, Ministry of Coal, Government of India, Financial Institutions, Banks, Rating Agencies, for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf of the Board
MANOJ GAUR
Place : New Delhi Chairman
Date : 28th July, 2023 [DIN: 00008480]