jaypee infratech ltd Directors report

To,

The Members,

The Interim Resolution Professional (IRP) presents to the Members the 15th Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors Report for the Financial Year ended 31st March, 2022, which includes the Report to the Shareholders.

Corporate Insolvency Resolution Process (CIRP)

Pursuant to the directive of Reserve Bank of India (RBI) dated 15th June, 2017 IDBI Bank Limited, the lead lender for consortium of lenders filed an application under section -7 of the Insolvency and Bankruptcy Code, 2016 read with Rule - 4 of the Insolvency and Bankruptcy Code, 2016 (Insolvency Code) at Honble National Company Law Tribunal (NCLT) at Allahabad to initiate Insolvency Resolution Process against the Company.

The Company has been undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (Insolvency Code) in terms of order dated August 9, 2017 passed by Honble National Company Law Tribunal (NCLT), Allahabad Bench. Pursuant to the initiation of CIRP vide aforesaid order, the Adjudicating Authority appointed Mr. Anuj Jain, as Interim Resolution Professional (IRP) to carry the functions as mentioned under the Code and later on Committee of Creditors (CoC) approved the appointment of Mr. Anuj Jain, the IRP as Resolution Professional (RP). As per the CIRP the Resolution Plan submitted by prospective Resolution Applicant as shortlisted by CoC and put to vote was not approved by CoC.

Further, the Honble Supreme Court of India, in disposal of Writ Petition (Civil) No. 744/2017 filed by some of the home-buyers revived the period prescribed under Insolvency Code by another 180 days w.e.f. the date of the order, i.e. 9th August, 2018 and directed the Interim Resolution Professional (IRP) to follow the provisions of Insolvency Code afresh in all respects. The order also permitted the NCLT to grant a further extension of 90 days, if required, in accordance with the provisions of Insolvency Code. Honble NCLT vide its order dated 28th January, 2019 extended the CIRP for a period of 90 days beyond 180 days.

The Honble NCLT, Allahabad, in an application filed by the IDBI Bank directed per its orders dated 6th May, 2019 and 21st May, 2019 that CoC and IRP must be allowed to proceed further with the CIRP in accordance with law. The matter was subsequently heard before Honble National Company Law Appellate Tribunal (NCLAT). Further, Honble Supreme Court of India vide order dated 6th November, 2019 directed IRP to complete the CIRP within a period of 90 days from the date of the said order. As per directions of the order, IRP invited the Resolution Plans from two Resolution Applicants. The Committee of Creditors approved the resolution plan submitted by NBCC (India) Limited and IRP filed the same with Honble NCLT for its approval. The Honble NCLT, Principal Bench, New Delhi approved the Resolution plan of the NBCC (India) Limited with certain modifications on 3rd March, 2020.

The successful Resolution Applicant, NBCC (India) Limited preferred to file an appeal with NCLAT on 20th March, 2020 against the modifications made to the Resolution Plan by NCLT. The Honble NCLAT vide its interim order dated 22nd April, 2020 directed that:

‘Meanwhile till further orders, the approved ‘Resolution Plan may be implemented subject to outcome of this Appeal. It was further directed that the Interim Resolution Professional may constitute ‘Interim Monitoring Committee (IMC) comprising of the ‘Successful Resolution Applicant, i.e., the Appellant and the three major Institutional Financial Creditors, who were Members of the ‘Committee of Creditors as named above.

Accordingly, the IRP constituted the IMC comprising of NBCC (India) Limited, IDBI Bank Limited (Lender), India Infrastructure Finance Company Limited (Lender), LIC of India (Lender) and Sh. Anuj Jain (IRP). The Resolution Plan was not implemented by the Resolution Applicant (RA).

Honble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between Jaypee Kensington Boulevard Apartments Welfare Association &Ors. Vs NBCC (India) Ltd & Ors. vide its order dated 06.08.2020 transferred all the pending appeals/cases with NCLAT to itself i.e. to Supreme Court to avoid further delay in execution of scheme. Further, it stayed the order dated 22.04.2020 of Honble NCLAT and ordered the Interim Resolution Professional (IRP) to manage the affairs of the company.

The arguments in the matter concluded on 08th October, 2020 and Honble Supreme Court of India vide its order dated 24th March, 2021 directed to complete CIRP within 45 days from the date of the order while inviting fresh/modified resolution plans from Suraksha and NBCC only.

Pursuant to the directions of Honble Supreme Court, the Interim Resolution Professional invited fresh/modified Resolution Plan from NBCC and Suraksha Realty Limited, which were put to vote by the CoC. The final Resolution Plan of Suraksha Realty Limited along with Lakshdeep Investments and Finance Private Limited ("Suraksha") was passed with 98.66% votes. The Interim Resolution Professional has filed the resolution plan of Suraksha as approved by Committee of Creditors with the Adjudicating Authority i.e. Honble National Company Law Tribunal, Principal Bench, New Delhi on 07.07.2021 and the same is pending adjudication before Adjudicating Authority.

The Honble Supreme Court has also allowed the time extension application of CoC to complete the CIRP

Approval of the Financial Statements 2021-22 and the Report to the Shareholders

As the powers of the Board of Directors have been suspended, the financial statements have not been approved by the Board of Directors. However, the same has been approved and signed by IRP & signed by Company Secretary. The position of CFO had become vacant pursuant to resignation of former CFO since July 31,2020.

The IRP in view of having entrusted with the management of the affairs of the Company, is submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). This Report was discussed in a meeting held with the key management persons and thereafter approved by the IRP

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company (Standalone) for the financial year ended 31st March, 2022 is summarized below:-

(Rs. in Lacs)

	Particular	Current year ended 31.03.2022	Previous Year ended 31.03.2021
(A)		PROFITABILITY
1	Gross Total Revenue	78601.07	61582.78
2	Total Expenses (except depreciation & finance costs)	69067.30	79198.57
3	Finance Costs	236183.74	204374.50
4	Depreciation & amortization	5445.25	4859.86
5	Total Expenses (2:4)	310696.29	288432.93
6	Profit/(Loss) before Exceptional/ Extra-ordinary item	(232095.22)	(226850.15)
7	Exceptional/Extra-ordinary items	-	-
8	Profit/(Loss) before Tax	(232095.22)	(226850.15)
9	Profit/(Loss) after Tax	(232095.22)	(226850.15)
10	Other Comprehensive Income	0.64	(4.10)
11	Total Comprehensive Income	(232094.58)	(226854.25)
(B)	ASSETS & LIABILITIES
1	Non Current Assets	1003453.07	998369.44
2	Current Assets	1348054.47	1333121.21
3	Total Assets (1+2)	2351507.54	2331490.65
4	Equity Share Capital	138893.35	138893.35
5	Other Equity	(694966.30)	(462871.72)
6.	Non Current Liabilities	567996.92	622255.95
7	Current Liabilities	2339583.56	2033213.06
8	Total Equity & Liabilities (4+5+6+7)	2351507.54	2331490.65

2 RESULTS OF OPERATIONS AND STATE OF COMPANY?S AFFAIRS

Jaypee Infratech Limited (JIL) has developed Yamuna Expressway project which inter-alia includes 165 km six lane access controlled expressway from Noida to Agra with provision for expansion to eight lanes with service roads and associated structures. Yamuna Expressway was opened for the public on 09th August, 2012 and commenced toll collection w.e.f. 16th August, 2012.

The Average Annual Daily Traffic (AADT) for the year ended on 31st March, 2022 was 30685 PCUs as compared to 26,767 PCUs for the previous year ended on 31st March, 2021, which is higher by 14.63 % over the previous year.

The revenue from Toll Collection for the year ended 31st March, 2022 aggregated to Rs. 380.03 crores as compared to Rs. 334.18 Crores for the previous year ended 31st March, 2021, which is higher by 13.72% over the previous year.

The Average Annual Daily Traffic (AADT) and Toll Revenue registered a Compound Annual Growth Rate (CAGR) of

13.41% and 16.78% respectively, since commencement of commercial operations on 16th August, 2012.

The company has launched 37,510 Units till 31st March 2022 (37,510 Units till 31st March 2021) across its land parcel 1 i.e. Noida; Land parcel 3 i.e. Mirzapur & land parcel 5 i.e. Agra. Out of the said 37,510 Units, the company has sold 32,728 Units (Out of the same, Occupancy Certificate (OC) applied/ received for 13,390 Units and Offer of Possession were issued for 13,215 Units) till 31st March 2022.

The revenue from real estate for the year ended 31st March, 2022 aggregated to Rs. 108.09 Crores as compared to Rs. 36.26 Crores for the corresponding previous year ended 31st March, 2021.

There is no change in the nature of business of the company during the financial year 2021-22.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2021-22 have been prepared as per Ind AS.

4. DIVIDEND

In view of the CIRP and losses, the matter was not considered.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves.

6. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2022 the Authorized Share Capital of the Company was Rs. 3000 crores. The Paid-up Share Capital of the Company as on 31st March, 2022 was Rs. 1388,93,34,970 divided into 138,89,33,497 Equity Shares of Rs.10 each.

During the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

7. NON-CONVERTIBLE DEBENTURES

As at 31st March, 2022, the Secured Redeemable NonConvertible Debentures (NCDs) of the Company aggregates to Rs. 211.95 crore. The said Debentures are listed on BSE Limited. The Trustee for the said Debentures is M/s Axis Trustee Services Limited.

The NCDs are part of the Resolution Plan and shall be dealt with accordingly upon its approval/implementation.

8. SUBSIDIARY COMPANY

As on 31st March, 2022, the Company has one subsidiary "Jaypee Healthcare Limited (JHCL)" which was incorporated on 30th October, 2012 as wholly owned subsidiary of the Company with a vision of promoting world-class healthcare by providing quality and affordable medical care with commitment. Jaypee Healthcare Limited has established a 504 bed Super Speciality Hospital at Noida which is currently operational. During the year under review, the Company does not have any Joint venture or associate company.

Financial Performance of the Subsidiary Company

(Rs. in crores)

	Particular	Year ended 31.03.2022	Year ended 31.03.2021
(A)	PROFITABILITY
1	Gross Total Revenue	293.09	188.35
2	Profit before Interest, Depreciation & Tax	34.45	(2.50)
3	Profit before Exceptional Items & Tax	(101.17)	(122.39)
4	Exceptional Items	8.66	-
5	Profit /(Loss) before Tax	(92.51)	(122.39)
6	Profit/ (Loss) after Tax	(92.51)	(122.39)
7	Total Comprehensive Income	(92.16)	(122.08)
(B)	ASSETS & LIABILITIES
1	Non Current Assets	648.57	808.76
2	Current Assets	66.39	49.48
3	Total Assets (1+2)	714.96	858.24
4	Equity Share Capital	427.50	427.50
5	Other Equity	(677.85)	(585.69)
6	Non Current Liabilities	129.39	140.49
7	Current Liabilities	835.91	875.94
8	Total Equity & Liabilities (4+5+6+7)	714.96	858.24

Operational Performance

During the Financial Year 2021-22, the revenue of JHCL was Rs. 293.08 Crores which has been increased by 55.61% as compared to the previous year. It incurred loss of Rs. 92.51 Crores in Financial Year 2021-22 as against a loss of Rs. 122.39 Crores incurred during the Previous Financial Year.

In the month of April-May, 2021, the Country was again affected by the second wave of Covid-19 Pandemic. To deal with such an emergency situation, JHCL equipped itself with proper Oxygen Beds /ICUs, Ventilators and also established its own Oxygen Plant.

With committed display in respective fields, all employees led by a team of able doctors helped in building a respectable name for Jaypee Hospital in Noida. Presently, the focus of the Company is on domestic and international marketing.

Jaypee Hospital at Chitta was taken over by Government of U.P for COVID Services during FY 2020-21. Low-key operations were started at Chitta Hospital w.e.f. October 11, 2021 and gradually certain key departments of the Hospital were opened such as General Medicine, Gynaecology, Pediatrics, General Surgery etc. Necessary Staff and Doctors have been appointed.

Application under IBC, 2016 by Lender

Yes Bank Limited had filed an Application under Section 7 of Insolvency & Bankruptcy Code, 2016 ("IBC") before NCLT, Allahabad Bench against Jaypee Healthcare Limited ("the Company") in December, 2019 for initiation of the CIRP process for non-payment of outstanding amount. Final arguments of both the parties were heard by a Special Bench at NCLT, Allahabad on 17th January, 2022 and as directed,

written submissions were duly filed within the prescribed time. At the end of the Financial Year, the order on the said matter was reserved by the Honble NCLT. NCLT (Allahabad Bench) has vide Order dated 27th June22 held that the proceedings in the matter be kept in abeyance till the Order on the Resolution Plan of Jaypee Infratech Limited in IA-2836/2021 in CP-77/2017 is passed by the Honble Principal Bench.

Yes Bank has also approached the NCLAT, Principal Bench, New Delhi vide Company Appeal (AT) (Insolvency) No. 873 of 2022 which was first listed on 28th July22. JHLs reply has been duly filed before NCLAT on 12th Aug22. The Appeal is now listed for 1st Sep22.

Matter has been taken up before NCLT, Allahabad on 1st Aug22. On the said date, Yes Bank mentioned that they have appealed against the Order passed by NCLT on 27th June22 before NCLAT. Hence, the matter may be taken up after the hearing before NCLAT. Matter has now been fixed before NCLT, Allahabad for 2nd Nov22.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Statement containing salient features of the financial statements of the subsidiary company, in the prescribed format AOC-1, has been annexed as Annexure-I to this Report in terms of Section 129 (3) of the Companies Act, 2013.

The Audited Financial Statements including the Consolidated Financial Statements of the Company with its subsidiary company and related information thereto along with the Standalone Audited Financial Statements of the subsidiary Company prepared in accordance with the Indian Accounting Standard (Ind AS - 110) on Consolidated Financial Statements is provided in this Annual Report and is also available on the website of the Company at www.jaypeeinfratech.com. These documents will be available for inspection during business hours at the Registered Office of the Company.

10. DIRECTORATE & KMPs

10.1 Changes in the Board / KMPs

Due to ongoing CIRP the Board of Directors continue to remain suspended during the year under review. During Financial Year 2018-19 following Independent Directors had submitted resignations as per details given below:

S. No.	Name of Independent Director	Resignation submitted on	Expiry of tenure as per term of appointment
1	Shri Brij Behari Tandon	17-08-2018	30-09-2019
2	Shri Shanti Sarup Gupta	17-08-2018	31-07-2020
3	Shri Sundaram Balasubramanian	24-08-2018	30-09-2019
4	Shri Keshav Prasad Rau	09-09-2018	31-07-2020
5	Shri Basant Kumar Goswami	10-09-2018	30-09-2019
6	Shri Lalit Bhasin	12-09-2018	08-02-2020
7	Shri Sham Lal Mohan	17-09-2018	22-11-2021

These Directors had also filed Form DIR-11 with the Ministry of Corporate Affairs.

The resignations received by Interim Resolution Professional, placed for approval before the CoC on 17-10-2018 in terms

of the provisions of Section 28(1)(j) of the Insolvency and Bankruptcy Code, 2016, were deemed to be rejected since 41.38% of the member of CoC abstained from voting (which was considered as negative vote under Insolvency Code). The resolution for acceptance of resignations required approval by 66% voting rights.

Thus, whereas in terms of the decisions of the CoC, the resignations of these directors have not been accepted, the Ministry of Corporate Affairs has taken the cognizance of Form DIR-11 filed by respective Independent Director.

As informed earlier the Interim Resolution Professional has filed on 07.07.2021, the resolution plan of Suraksha as approved by Committee of Creditors with the Adjudicating Authority i.e. Honble National Company Law Tribunal, Principal Bench, New Delhi. A new Board of Directors of the Company may be constituted by the Resolution Applicant in due course.

10.2 Retirement by Rotation

In view of Resolution Plan of Suraksha Realty Limited, as approved by the CoC, having been filed with Adjudicating Authority, the matter for re-appointment of Directors retiring by rotation is not considered.

10.3 Key Managerial Personnel

The details about the Whole-time Key Managerial Personnel are given in the Corporate Governance Report which forms part of the Annual Report.

10.4 Declarations of Independence

The Company had received Declarations of Independence from all the Independent Directors in the beginning of Financial Year 2018-19, confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). However, during the Financial Year 2018-19 the Independent Directors submitted resignation. After the resignation filed by the independent directors the company has not received any declaration of independence from any of the independent directors of the company.

In view of above the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors during the financial year is not provided.

10.5 Board Evaluation

As the Company remained under CIRP from 09th August, 2017 onwards, the powers of the Board of Directors remained suspended. The affairs of the Company were being conducted by IRP during Financial Year under review. Consequently, no meeting of the Directors was held during the Financial Year 2021-22 for such evaluation.

10.6 Familiarization of Independent Directors

During pre-CIRP period, as and when required the Company used to conduct programmes for familiarization of Independent Directors with the Company and details of such programmes were updated on its website i.e. www.jaypeeinfratech.com. Further, roles, rights, responsibilities of Independent Directors in the Company, nature of the industry in which the Company operates, business model of the Company and other related

matters are available on the Companys website. During the period under review, it was not required to conduct programmes for familiarization of Independent Directors in view of the CIRP and the resignations submitted by the Independent Directors.

10.7 Remuneration Policy

The Company has in place the following policies that were duly approved by the erstwhile Board on the recommendations of the Nomination and Remuneration Committee prior to commencement of CIRP:

a) Policy for selection of Directors and determining Directors independence which is annexed as Annexure II-A to this Report.

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees which is annexed as Annexure II-B to this Report.

11. RESPONSIBILITY STATEMENT UNDER SECTION 134(5)

Pursuant to Section 134(5) of the Companies Act, 2013, based on internal financial controls, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by the management and with the concurrence of the IRP that for the year ended 31st March, 2022, the confirmation is hereby given for the Company having:

a) Followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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) 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) Prepared the annual accounts on a going concern basis;

e) 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) Devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate, operating effectively and the same are being strengthened on continuous basis from time to time.

12. MEETINGS OF THE BOARD OF DIRECTORS

The powers of the Board of Directors remained suspended during CIRP period from 09.08.2017 onwards and no Board/ Committee meetings were held during the Financial Year 202122. The powers of board of directors were being exercised by the Interim Resolution Professional (IRP) in accordance with Sections 17 and 23 of the Insolvency Code. Further details are given in the Corporate Governance Report.

13. COMMITTEES OF THE BOARD

The Board had six committees namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders

Relationship Committee, Corporate Social Responsibility Committee, Finance Committee and Fund Raising Committee prior to CIRP period. The Board had a defined set of guidelines, duties and responsibilities and an established framework commensurate with the applicable provisions of the Companies Act, 2013 and Listing Regulations for conducting the meetings of the said Committees. A detailed note on the Board of Directors and its committees, their scope etc. is provided under the Corporate Governance Report section of this Annual Report. The powers of board of directors and its committees remained suspended during period under review and were being exercised by the IRP in accordance with Sections 17 and 23 of the Insolvency Code. Accordingly, no meetings of the Committees were held during the Financial Year 2021-22. Further details are given in the Corporate Governance Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) is provided in this Annual Report together with the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations.

There being no Chief Financial Officer (CFO) of the Company, the certificate in terms of the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) was not signed.

A company undergoing insolvency resolution process, however, is exempted from the requirement of, amongst others, composition of board of directors, constitution, meetings and terms of reference of the audit committee, constitution, meetings and terms of reference of the nomination and remuneration committee, constitution, meetings and terms of reference of the stakeholders relationship committee as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations and financial position of the Company, as stipulated under Regulation 34(2)(e) the Listing Regulations is presented in a separate section forming part of this Report.

16. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments made by the Company during the year, along with the purpose for which such loan or guarantee or security is utilized/proposed to be utilized are provided in Note 15, 6, 41 and 45 of the accompanying Standalone Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Till the commencement of CIRP all Related Party Transactions entered into were in the ordinary course of business and on

an arms length basis and were not considered material in terms of the Companys Policy on materiality of related party transactions, which may be accessed on the website of the Company at the following link http://www.jaypeeinfratech. com /policies/Policyon-Related-Party-Transactions.pdf. Since commencement of CIRP such transactions, if any, were being carried out in accordance with Insolvency Code.

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 annexed as Annexure-III to this report.

The disclosure of transactions with related parties, if any, as required under Indian Accounting Standard (Ind AS) 24, is set out in Note No. 56 of the accompanying Standalone Financial Statements.

18. RISK MANAGEMENT

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Risks are analyzed and corrective actions are taken for managing/mitigating them. Major risks identified were systematically discussed at the meeting of the CoC of the Company. In line with the regulatory requirements, the Company has in place the Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

19. VIGIL MECHANISM

The Company has in place Whistle Blower (Vigil) Mechanism for its Directors and Employees to report instances of any genuine concerns/grievances about any suspected or actual misconduct/ malpractice/ fraud/ unethical behavior without fear of intimidation or retaliation. The Policy on Whistle Blower (Vigil) Mechanism may be accessed on the Companys website at www.jaypeeinfratech.com.

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Companys internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The compliance of checks and balances is ensured by the Internal Auditor and Statutory Auditors of the Company. The Board had also adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of the reliable financial disclosures. During the year under report, the Company has, in all material respects, an adequate internal financial control system over financial reporting and the same are operating effectively.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company had constituted CSR Committee, brief details whereof are provided in the Report on Corporate Governance. The Company has also framed a CSR Policy, as recommended by the CSR Committee and approved by the erstwhile Board of Directors of the Company. The said CSR Policy is available on the Companys website at www.jaypeeinfratech.com. Further, the CSR activities as mentioned in the Companys CSR Policy are carried out under the guidance of IRP

The Company was not required to spend any amount on the basis of the average net profits during the three immediately

preceding financial years, on the Companys CSR activities during the Financial Year 2021-22. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

22. AUDITORS AND AUDITORS? REPORT

22.1 STATUTORY AUDITORS

In terms of the provisions of Section 139(2) of the Companies Act, 2013, M/s Dass Gupta & Associates, Chartered Accountants (Firm Registration No. 000112N), Statutory Auditors of the Company hold office till the conclusion of the ensuing AGM.

M/s Dass Gupta & Associates, Chartered Accountants have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. They have also furnished a declaration confirming their independence as well as their arms length relationship with the Company.

M/s. Dass Gupta & Associates had been appointed as the Statutory Auditors of the Company for a term of five years in the 10th Annual General Meeting and hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to the members for re-appointment of M/s Dass Gupta & Associates, as the statutory auditors of the Company to hold office for a second term of five consecutive years effective from the conclusion of this meeting until the conclusion of the AGM to be held in the year 2027. An item in this regard is included the Notice.

The Auditors Report furnished by M/s Dass Gupta & Associates on the financial statements for the financial year ended 31st March, 2022 contains the following observations:

Point No. (ix) (a) of Annexure-B of the Auditors? Report on Standalone Financial Statements

In our opinion and according to the information and explanations given to us and the records examined by us, the company has defaulted in repayment of principal and interest to banks, financial institutions & privately placed debenture holders wherein the period of delay ranges from 1 to 2394 days.

Details of overdue principal repayments and overdue interest on borrowings from banks, financial institutions & privately placed debenture holders amounting to Rs. 2,67,574 Lakhs and Rs. 9,96,397 lakhs respectively reflected in Note no. 24 & Note no. 26 to the standalone financial statements which were outstanding as at 31st March, 2022 are given below:

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date (Rs. In Lakhs)	Whether principal or interest	No. of days delay or unpaid
Term Loan	IDBI Bank-Tranche I	10,600	Principal	1 to 1550
Term Loan	IDBI Bank-Tranche II	13,950	Principal	1 to 820
Term Loan	IDBI Bank - RTL-A	15,750	Principal	1 to 1550
Term Loan	IDBI Bank - RTL-B	10,000	Principal	1 to 1915

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date (Rs. In Lakhs)	Whether principal or interest	No. of days delay or unpaid
Term Loan	IIFCL Tranche II	4,050	Principal	1 to 820
Term Loan	LIC-Tranche A	30,000	Principal	1 to 2394
Term Loan	LIC-Tranche C	9,429	Principal	1 to 2190
Term Loan	Corporation Bank-Tranche I	10,600	Principal	1 to 1550
Term Loan	Corporation Bank-Tranche II	1,350	Principal	1 to 820
Term Loan	Corporation Bank-RTL- B	7,000	Principal	1 to 1915
Term Loan	State Bank of Patiala - I	10,600	Principal	1 to 1550
Term Loan	State Bank of Patiala - A	4,500	Principal	1 to 1550
Term Loan	State Bank of Patiala - B	7,000	Principal	1 to 1915
Term Loan	Syndicate Bank -Tranche I	13,250	Principal	1 to 1550
Term Loan	Syndicate Bank-RTL-B	7,000	Principal	1 to 1915
Term Loan	Bank of Maharastra - Tranche-I	13,250	Principal	1 to 1550
Term Loan	Bank of Maharastra RTL-B	7,000	Principal	1 to 1915
Term Loan	ICICI Bank -RTL-A	13,500	Principal	1 to 1550
Term Loan	Union Bank of India -Tranche-I	10,600	Principal	1 to 1550
Term Loan	Union Bank of India--RTL-B	7,000	Principal	1 to 1915
Term Loan	State Bank of Hyderabad-Tranche-I	7,950	Principal	1 to 1550
Term Loan	State Bank of Hyderabad-RTL A	4,500	Principal	1 to 1550
Term Loan	State Bank of Hyderabad-RTL B	4,490	Principal	1 to 1915
Term Loan	IFCI Limited -RTL-A	10,350	Principal	1 to 1550
Term Loan	The J&K Bank -Tranche-I	10,600	Principal	1 to 1550
NCD	Axis Bank Limited NCDs -11%	21,195	Principal	1 to 1551
Term Loan	SREI Equipment Finance Limited-II	2,060	Principal	1 to 1597
Total Principal Overdue (A)	267,574
Term Loan	IDBI Bank-Tranche I	23,419	Interest	1 to 1977
Term Loan	IDBI Bank-Tranche II	375,381	Interest	1 to 2069
Term Loan	IDBI Bank - RTL-A	43,934	Interest	1 to 1977
Term Loan	IDBI Bank - RTL-B	13,094	Interest	1 to 1977
Term Loan	IIFCL Tranche II	104,460	Interest	1 to 2069
Term Loan	LIC-Tranche A	39,282	Interest	1 to 2312
Term Loan	LIC-Tranche C	35,780	Interest	1 to 2312
Term Loan	Corporation Bank-Tranche I	25,139	Interest	1 to 2251
Term Loan	Corporation Bank-Tranche II	37,859	Interest	1 to 2282
Term Loan	Corporation Bank-RTL- B	11,408	Interest	1 to 2313
Term Loan	State Bank Of Patiala - I	21,187	Interest	1 to 2100
Term Loan	State Bank Of Patiala - A	11,535	Interest	1 to 2100
Term Loan	State Bank Of Patiala - B	7,641	Interest	1 to 2100
Term Loan	Syndicate Bank -Tranche I	28,821	Interest	1 to 2251
Term Loan	Syndicate Bank-RTL-B	8,681	Interest	1 to 2282
Term Loan	Bank Of Maharastra - Tranche-I	32,881	Interest	1 to 2251
Term Loan	Bank Of Maharastra RTL-B	10,152	Interest	1 to 2282
Term Loan	ICICI Bank -RTL-A	27,935	Interest	1 to 1735
Term Loan	Union Bank Of India -Tranche-I	23,490	Interest	1 to 2260
Term Loan	Union Bank Of India--RTL-B	8,588	Interest	1 to 2290

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date (Rs. In Lakhs)	Whether principal or interest	No. of days delay or unpaid
Term Loan	State Bank Of Hyderabad-Tranche-I	14,527	Interest	1 to 1977
Term Loan	State Bank Of Hyderabad-RTL A	10,537	Interest	1 to 1977
Term Loan	State Bank Of Hyderabad-RTL B	4,468	Interest	1 to 1977
Term Loan	IFCI Limited -RTL-A	38,495	Interest	1 to 2161
Term Loan	The J&K Bank -Tranche-I	24,020	Interest	1 to 2251
NCD	AXIS Bank Limited NCDs -11%	10,942	Interest	1 to 1765
Rupee Term Loan	SREI Equipment Finance Limited-II	2,739	Interest	1 to 1658
Total Interest Overdue (B)	996,397
Total Principal and Interest Overdue (C)=(A)+(B)	1,263,981

Remarks:- As per agreements with respective banks/financial institutions subject to final outcome of CIRP (Refer Note No. 19 of the standalone financial statements)

Company?s Reply

The Company, has been undergoing Corporate Insolvency Resolution Process ("CIRP") since 09.08.2017 in terms of the provisions of the Insolvency & Bankruptcy Code, 2016 ("Insolvency Code") vide order dated 09.08.2017 and 14.08.2018 passed by the Honble National Company Law Tribunal ("NCLT") Allahabad read with order dated 09.08.2018 passed by the Honble Supreme Court of India in Writ Petition (Civil) No. 744/2017 and order dated 06.11.2019 passed by the Honble Supreme Court of India in the matter of Jaiprakash Associates Ltd. & Anr. Vs. IDBI Bank Ltd. & Anr. (Civil Appeal bearing Diary No 27229 of 2019 and Civil Appeal No 6486 of 2019).

The Honble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between Jaypee Kensington Boulevard Apartments Welfare Association &Ors. Vs NBCC (India) Ltd &Ors. vide its order dated 06.08.2020 transferred all the pending appeals/cases with NCLAT to itself. In the meantime, Honble Supreme Court directed the IRP to manage the affairs of Jaypee Infratech Limited. Further, the Honble Supreme Court vide its judgment dated 24 March 2021 has directed the Interim Resolution Professional (IRP) to complete the CIRP within the extended time of 45 days from the date of this judgment by inviting modified/fresh resolution plans from by Suraksha Realty Limited along with Lakshdeep Investments and Finance Private Limited ("Suraksha Group") and NBCC only, giving them time to submit the same within 2 weeks from the date of this judgment. It is made clear that the IRP shall not entertain any expression of interest by any other person nor shall be required to issue any new information memorandum.

Accordingly, The IRP invited fresh/ modified Resolution Plan from NBCC and Suraksha Group. Consequently, both applicants have submitted their bids on 07.04.2021. Upon discussion of said resolution plan in CoC from time to time, both applicants have revised their bids. Subsequently, the CoC approved the Final Resolution Plan submitted by Suraksha Group dated June 7, 2021 (read with its addendum) on June 23, 2021 and has been submitted to the Honble NCLT principal bench Delhi on 07.07.2021. Objections were filed by ICICI bank , Yamuna Expressway Industrial

Development Authority, Jaiprakash Associates Limited and others against the approved Resolution Plan of Suraksha group with Honble NCLT Principal bench Delhi. At present, the Matter is pending before Honble NCLT Principal Bench Delhi for final adjudication.

The CoC also sought extension from Honble Supreme Court till 07.07.2021 to complete the CIRP which was granted by Honble Supreme Court vide its order dated 27.07.2021. The IRP is currently managing the operations of the JIL and accordingly, the financial results have been prepared on going concern basis.

The payment to the financial creditors (including lenders) is incumbent upon the final outcome of the CIRP

The remaining Notes to the financial statements are selfexplanatory and do not call for any further comments.

During the year under report, no fraud was reported by the Auditors under second proviso to Section 143 (12) of the Companies Act, 2013.

22.2 SECRETARIAL AUDITOR

Ms. Sunita Mathur, Practising Company Secretary, the Secretarial Auditor of the Company conducted the secretarial audit for the Financial Year ended 31st March, 2022, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year ended 31st March, 2022 is annexed as Annexure V to this Report.

The Secretarial Audit Report furnished by Ms Sunita Mathur for the financial year ended 31st March, 2022 contains some observations that are self-explanatory and need no further comments. On other observations Companys reply under section 134(3)(f)(ii) of the Companies Act, 2013 is as under:

Observation: Order of Honble Supreme Court for grant of further time beyond 45 days. The Honble Supreme Court in its VC hearing held 27th July, 2021 has granted the reliefs claimed in the application. The order was filed on 29th July 2021

Company Reply: The order was uploaded on the website of Honble Supreme Court on 28.07.2021 and the same was disclosed to Stock Exchanges within stipulated time.

Observation: a) Company has not filed Quarterly Progress Report (QPR) module on UPRERA

b) All the 27 Projects registered under it are still pending completion

Company Reply: The Company replied to the government authorities and informed that the resolution plan is under consideration and accordingly the information shall be furnished on its approval/implementation.

Observation: Environment clearance has expired on

11.10.2020. for Jaypee Greens Sports City, North (LFD- 2) Company has not made any application for renewal Company Reply: The Company shall be filing the application once the Resolution Plan which is under consideration of Adjudicating Authority is approved/implemented.

Observation: Jaypee Infratech has applied to SIEAA, UP vide online application Ref No. SIA/UP/NCP/50919/2020 dated 13.2.2020 for JP Greens Sports City (Part III) and SIA/UP/NCP/ 50900/2020 dated 13.2.2020 for JP Greens Sports City (Part I & II) seeking their approval to extend environment clearance for a period of 3 years (from 11.10.2020 to 10.10.2023). Project was deferred by the authorities on the request of Project Proponent/ Consultant

Company Reply: The Company shall be taking up the matter once the Resolution Plan which is under consideration of Adjudicating Authority is approved/implemented.

Observation: Jaypee Infratech has applied to SIEAA, UP vide it online application SIA/UP/MIS/ 168661/2020 dated 19.8.2020 seeking approval to extend environment clearance. The SEAC recommended the Proposal for extending the Validity by a Period of Three Years. However, SEIAA sent the Proposal back to SEAC to review the Proposal as it lies in Eco Sensitive Zone. Proposal was not pursued thereafter.

Company Reply: The Company shall be taking up the matter once the Resolution Plan which is under consideration of Adjudicating Authority is approved/implemented.

Observation: The Company is yet to fill the vacancy of CFO as per provisions of Section 203(1) of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 since vacancy arose due to resignation of last CFO w.e.f. July 31st, 2020

Company Reply: The RA of the Company will fill the vacancy once the resolution plan gets approved/Implemented.

22.3 SECRETARIAL STANDARDS

The Company remained under CIRP and no meeting of the Board of Directors was held during the year under report. Therefore the Secretarial Standards i.e. SS-1 and SS-2 relating to meeting of the Board of Directors and General Meetings, respectively have been followed by the company to the extent possible.

22.4 COST AUDIT AND COST AUDITORS

The Company has made and maintained the cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

M/s Jatin Sharma & Co., Cost Accountants (Firm Registration No. 101845), is the Cost Auditor of the Company to audit the cost records for the Financial Year 2021-22 as required under Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

23. FIXED DEPOSITS

During the year under report, the Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013. As on 1st April, 2014, when new provisions of Companies Act, 2013 regulating the acceptance of deposits by the Company were introduced, the Company had 46,253 outstanding Fixed Deposits aggregating Rs.363.19 crores (excluding interest). Upto 31st March, 2022, the Company has settled 40,584 fixed deposits aggregating Rs. 250.02 crores. Consequently, there were 5669 outstanding fixed deposits aggregating Rs.113.17 crores as on that date.

The Company was granted extensions of time for repayment of the existing fixed deposits, by the Honble Company Law Board (CLB)/ National Company Law Tribunal (NCLT) vide its Orders passed from time to time and has made repayment of certain fixed deposits along with interest upto the date of maturity in compliance of the directions of Honble NCLT

Further, it is mandatory for adjudicating authority to announce moratorium when commencing the Insolvency Resolution process under Section 14 of Insolvency Code prohibiting transferring, encumbering, alienating or disposing off by the Company any of its assets or any legal right or beneficial interest therein; any action to foreclose, recover or enforce any security interest created by the Company in respect of its property including any action under the SARFAESI Act, 2002. Accordingly, the Adjudicating Authority had announced the moratorium in its order dated August 9, 2017 and the same continues till the completion of CIRP

Consequent to prohibitions in place by virtue of moratorium u/s 14 of Insolvency Code as detailed above, preferential payment to a class of creditors is impermissible under the Code. This view was substantiated by Honble Supreme Court in the above mentioned writ petition, while disallowing refund to some of the home-buyers who had opted for refund of amount paid for the purchase of home. Honble NCLT on September 26, 2018 also took similar view in the petition CP No. 10/03/2015 of the company dealing with outstanding Fixed Deposits (whose holders are also Financial Creditor) and the same was disposed of accordingly. Consequent to the above, the Company did not make any payments to any class of creditors during the period under review.

During the CIRP period, the IRP had sent communication/ issued advertisements and interalia Fixed Deposit holders were requested to file their claim. The claims filed upto 06.12.2019 were part of the Resolution Plan of NBCC (India) Limited

The Honble Supreme Court and in its Order dated March 24, 2021, it has interalia directed:

"225.3. It is made clear that the IRP shall not entertain any expression of interest by any other person nor shall be required to issue any new information memorandum. The said resolution applicants shall be expected to proceed on the basis of the information memorandum already issued by IRP and shall also take into account the facts noticed and findings recorded in this judgment."

Accordingly, accepting any new claims received after December 6, 2019 would lead to updating of information memorandum which is clearly prohibited in terms of the above direction.

The CoC has approved the Final Resolution Plan read with its addendum submitted by Suraksha on June 23, 2021 and all claims received post December 6, 2019 have not been incorporated in the Committee of Creditors ("CoC") and are/ were forwarded to Suraksha.

Further the CoC approved resolution plan of Suraksha states that against the Claims filed subsequent to IM however prior to NCLT Approval Date, an amount of Rs. 9.16 Crore shall be paid to Fixed Depositors, on pro-rata basis as full and final settlement of all the claims of Fixed Deposit holders.

The list of claims which were not forming part of the CoC constituted as on December 6, 2019 and have been received post December 6, 2019 are being forwarded to Suraksha from time to time and are also available on the website of the Company www.jaypeeinfratech.com.

The Final Resolution plan (read with its addendum) of Suraksha has proposed that claims which have not been received till the date of approval of the Resolution Plan by the Honble NCLT, such claims shall stand abated, extinguished and settled in perpetuity without any claim whatsoever.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is annexed as Annexure VI to this Report.

25. ANNUAL RETURN

The Company has placed Annual Returns in terms of Section 92(3) of the Companies Act, 2013 at www.jaypeeinfratech. com/sebi.html

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of remuneration to be disclosed by listed companies, in terms of Section197(12) of the Companies Act, 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure VII-A, which forms part of this Annual Report.

b) 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 VII-B, which forms part of this Annual Report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE

During the year under report, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future. However, Securities and Exchange Board of India passed an order dated 14.03.2022 imposing a penalty of Rs. 7 lacs for non-compliance with SEBI LODR. The Company appealed against the order with Appellate Authority i.e. Securities Appellate Tribunal and vide order dated 12.07.2022 the order dated 14.03.2022 of SEBI has been quashed.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy and Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under report, the Company has not received any complaint.

29. 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 were no material changes and commitments which adversely affected the financial position of the Company after the end of Financial Year to the date of report except the Honble NCLT/NCLAT/Honble Supreme Court order(s) related to matters under CIRP

30. INVESTOR EDUCATION AND PROTECTION FUND

Refer Report on Corporate Governance para on Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (‘IEPF) for additional details.

31. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to the Managements Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Though the expectations are based on reasonable assumptions, the actual results may differ.

32. ACKNOWLEDGEMENT

The Company places on record its sincere appreciation and gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, Customers and Vendors during the year under report. Your Company also wishes to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	For Jaypee Infratech Limited
Place: Noida	Anuj Jain
Dated:26th August, 2022	Interim Resolution Professional
	IP Registration No. IBBI/IPA-001/
	IP-P00142/2017-18/10306