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AJR Infra & Tolling Ltd.

BSE: 532959 Sector: Engineering
NSE: AJRINFRA ISIN Code: INE181G01025
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VOLUME 218278
52-Week high 3.00
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P/E 5.39
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.23
CLOSE 1.20
VOLUME 218278
52-Week high 3.00
52-Week low 1.14
P/E 5.39
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AJR Infra & Tolling Ltd. (AJRINFRA) - Director Report

Company director report

To

The Shareholders of

AJR INFRA AND TOLLING LIMITED

(formerly Gammon Infrastructure Projects Limited)

Your Directors have pleasure in submitting their 21st AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended March 31 2022 ("Financial Year").

FINANCIAL HIGHLIGHTS

The financial highlights of the Company on stand-alone and consolidatedbasis for the Financial Year are as under:

(Rupees Lakhs)

Particulars Standalone Consolidated
Financial Year ended March 31 2022 Financial Year ended March 31 2021 Financial Year ended March 31 2022 Financial Year ended March 31 2021
Income 2676.75 4224.09 20218.90 25379.70
Earnings before Interest Tax (55621.82) 3762.36 8250.74 9854.27
Depreciation and Amortization
Financial Costs 6.94 395.91 26131.94 25545.90
Depreciation and Amortization 5.23 5.67 7144.67 8892.67
Tax Expenses 53.18 2736.08 599.96 3125.84
Minority Interest & Share of Profit of Associates N.A. N. A. (3409.36) (4337.92)
Net Profit after Tax / (Loss) (55675.00) 624.70 (95744.70) (27667.96)

DIVIDEND & RESERVES

The Board expressed its inability to recommend any dividend for theFinancial Year in view of the liquidity constraints. Hence no amount has been transferredto any reserve.

COMPANY?S BUSINESS

Your Company in consortium with Gammon Engineers And ContractorsPrivate Limited ("GECPL") is constructing a road project in the State ofOdisha on Engineering Procurement and Construction ("EPC") mode fromNational Highways Authority of India ("NHAI") under the EPC agreementdated 3rd January 2019. Subsequent to signing of Supplementary Agreementdated 29th January 2020 the Appointed Date was declared as 11thFebruary 2020.

The Company has fully mobilized and commenced the construction works atproject site. The Company has achieved 45% of financial progress as on 31stMarch 2022.

In addition to the above the Company has 4 (four) projects in the RoadSector 2 (two) in the Port Sector 4 (four) in the Power Sector and 1 (one) project inreal estate sector which are at various stages of construction under development and /or operation & maintenance through project specific Special Purpose Vehicles ("SPVs").

Out of the 4 (four) road projects and 4 (four) power projects 2 (two)operational projects in road sector viz. Patna Highway Projects Limited(‘PHPL?) & Rajahmundry Godavari Bridge Limited (‘RGBL?) and 1(one) project under development in power sector viz. Sikkim Hydro Power Ventures Limited(‘SHPVL?) were admitted to Corporate

Insolvency Resolution Process ("CIRP") under the provisionsof the Insolvency And Bankruptcy Code 2016 ("IBC") by the National Company LawTribunal ("NCLT") during the FY 2019–20.

Out of the afore-mentioned projects under CIRP:

• in the matter related to SHPVL the Hon'ble NCLT had vide orderdated 3rd June 2022 terminated the CIRP proceedings and allowed ex-management to take upthe management of SHPVL. Consequently the Board of Directors of SHPVL has taken up themanagement of SHPVL. The Board of Directors of the Company at its meeting held on 1stSeptember 2022 approved the Share Purchase Agreement (‘SPA?) to be executedbetween the Company SHPVL and Statkraft IH Holding AS having office in Oslo Norway forsale and transfer of the 100% equity shareholding held by the Company in SHPVL toStatkraft for a total consideration of Rs.90 Crores (including repayment of theliabilities of SHPVL); • in the matter related to PHPL Hon'ble NCLT had vide itsorder dated 10th May 2022 dismissed the Company?s application filed under Section60(5) of Insolvency And Bankruptcy Code 2016. The Company has filed an appeal with theNational Company Law Appellate Tribunal New Delhi Bench against the said order passed bythe Hon?ble NCLT and • in the matter related to RGBL the Hon'ble NCLT had videits order dated 10th August 2022 dismissed the Company?s interlocutory applicationfiled under Section 12A of Insolvency And Bankruptcy Code 2016. The Company has filed anappeal with the National Company Law Appellate Tribunal Mumbai Bench against the saidorder passed by the Hon?ble NCLT. Ras Cities And Townships Private Limited awholly-owned subsidiary (‘RCTPL?) of Gammon Projects Developers Limiteda wholly-owned subsidiary of the Company entered into a Memorandum of Understanding dated13th May 2022 with the promoters of Sony Mony Developers Private Limited (‘SMDPL?)for acquiring 10000 equity shares of Rs.10/- each of SMDPL being 100% of total paid-upcapital of SMDPL. The said transfer of 10000 equity shares of SMDPL to RCTPL wascompleted on 9th June 2022.

SMDPL is in the business of acquiring property real estate by way ofpurchase lease or otherwise and to develop property real estate and to turn to accountsuch property real estate by way of sale lease renting out or otherwise.

THE FUTURE

Most players in the infrastructure industry including your Companycontinue to face a severe resource crunch over the last few years. There is a sizable gapbetween the Company?s internal accruals and the requirement of funds for capitalinvestment in the existing and new projects and revenue expenditure. The Company has alsobeen affected due to adverse market conditions and the adverse impact of COVID-19 pandemicon the economies and businesses worldwide including India. However to ease the presentsituation the Company is actively taking steps for realization of its receivables fromthe NHAI and other public sector authorities. Further upon resolution of certaincontractual obligations on few of the delayed projects release of resources stalledthereof will bring back the Company into mainstream.

The Company is taking all the necessary steps to make optimum use ofall the available resources at the discretion of the Company to get "almostready" projects commissioned at the earliest and operate the projects successfully.

SHARE CAPITAL OF THE COMPANY

There has been no change in the share capital of the Company during theFinancial Year. The paid up share capital of the Company stood at Rs. 188.36 Crores as at31st March 2022 comprising of 941830724 equity shares of Rs. 2/- each fully paid up.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company?s internal control systems with reference toFinancial Statements commensurate with the nature and size of its business operations.Your Company has maintained a proper and adequate system of internal controls. Thisensures that all Assets are safeguarded and protected against loss from unauthorized useor disposition and that the transactions are authorised recorded and reported diligently.The Management continuously reviews the internal control systems and procedures for theefficient conduct of the Company?s business.

INTERNAL AUDIT

Consequent to resignation of M/s. Nitin H Rajda & Co. CharteredAccountants as the internal auditors of the Company w.e.f. 13th November 2021 the Boardof Directors of the Company at its meeting held on 13th November 2021 appointed M/s.Bagaria & Co. LLP Chartered Accountants Mumbai as the internal auditors of theCompany.

The Internal Auditors monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliances with operating systemsaccounting procedures and policies and reports the same on quarterly basis to the AuditCommittee.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directorsbased on the representations received from the operating management and after dueenquiry confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year and of the lossesof the Company for the period; c. they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. they have prepared the annual accounts on a going concern basis;e. they have laid down adequate internal financial controls to be followed by the Companyand such internal financial controls operated effectively during the Financial Year; andf. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

Mr. Subhrarabinda Birabar has been appointed as additional directorw.e.f. 26th November 2022 in the category of Non-Executive Non-Independent Director.

Mr. Mineel Mali has been re-appointed as a Whole-Time Director of theCompany for a period of three years with effect from 1st April 2022 and the shareholdersof the Company at its Extraordinary General Meeting held on 28th April 2022 approved hisre-appointment.

Mr. Chayan Bhattacharjee and Mr. Jaysingh Ashar Non-ExecutiveDirectors of the Company resigned w.e.f. 26th July 2022 and 26th November 2022respectively. Mr. Bhattacharjee also served as a Whole-Time Director of the Company w.e.f.15th November 2019 to 31st March 2021.

The Board took on record its appreciation for the valuable servicesrendered by Mr. Jaysingh Ashar during his tenure as a Non-Executive Director and Mr.Chayan Bhattacharjee during his tenure as a Non-Executive Director as well as Whole-TimeDirector of the Company.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Mineel Mali is liable to retire by rotation atthe ensuing Annual General Meeting and has offered himself for re-appointment.

Independent Directors of the Company have furnished necessarydeclarations to the Company under Section 149(7) of the Companies Act 2013 confirmingthat they meet with the criteria of Independence as prescribed for Independent Directorsunder Section 149(6) of the Act and Regulation 16(b) of the Securities And Exchange Boardof India (Listing Obligations & Disclosures Requirements) Regulations 2015(hereinafter "SEBI Listing Regulations").

Key Managerial Personnel

Mr. Mineel Mali has been re-appointed as a Whole-Time Director of theCompany for a period of three years with effect from 1st April 2022 and the shareholdersof the Company at its Extraordinary General Meeting held on 28th April 2022 approved hisre-appointment.

In terms of the provisions of Section 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Mr. Mineel Mali Whole-Time Director; Mr. Vinay Sharma Chief Financial Officer andMr. Kaushal Shah Company Secretary and Compliance Officer are the Key ManagerialPersonnel of the Company.

Remuneration Policy and Board Evaluation

In compliance with the provisions of the Companies Act 2013 andRegulation 19 of the SEBI Listing Regulations the Board of Directors on therecommendation of the Nomination & Remuneration Committee adopted a Policy onremuneration of Directors and Senior Management. The Remuneration Policy is stated in theCorporate Governance Report.

Performance evaluation of the Board was carried out during theFinancial Year. The details about the same are given in the Corporate Governance Report.

Familiarisation programmes for the Independent Directors

The details about the familiarization programmes for the IndependentDirectors is given in the Corporate Governance Report.

BOARD MEETINGS

The Board met ten times during the Financial Year the details of whichare given in the Corporate Governance Report. The intervening gap between the twoconsecutive meetings was within the period prescribed under the Companies Act 2013 andSEBI Listing Regulations.

EMPLOYEE STOCK OPTION SCHEME

During the Financial Year the Board has not granted any options toemployees under the ‘GIPL Employee Stock Options Scheme – 2013?(‘Scheme?). Details of the shares issued under the Scheme as also thedisclosures in compliance with SEBI (Share Based

Employee Benefits) Regulations 2014 are set out in Annexure I to thisReport.

A certificate from the Statutory Auditors of the Company as requiredunder Regulation 13 of SEBI (Share Based Employee Benefits) Regulations 2014 shall beplaced for inspection by the members on request by email.

DEPOSITS

During the Financial Year the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Act read with Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

The details of loans guarantee or investment under Section 186 of theCompanies Act 2013 are given under Notes to Accounts of financial statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered by the Company during thefinancial year were in the ordinary course of business and on arm?s length basis.Details of material related party transactions are given in the prescribed Form AOC –2 which is appended to this report as Annexure II.

The policy on Materiality of Related Party Transactions as approved bythe Board is uploaded on the Company?s website and can be accessed at the Web linkhttps://ajrinfra.in/sec_info_pdf/PolicyonRelatedPartyTransactions2021.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

In view of the nature of business activities currently being carriedout by the Company your Directors have nothing to report with respect to Conservation ofEnergy and Technology Absorption as required under Section 134(3)(m) read with Rule 8 ofthe Companies (Accounts) Rules 2014.

Foreign exchange outgo (actual outflows): Nil

Foreign exchange earned (actual inflows): Nil

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The list of subsidiaries joint ventures and associate companies of theCompany are given in Form MGT-9 annexed to this Report.

Vizag Seaport Private Limited (‘VSPL?) an associateof the Company offers its customers the berthing & handling facilities up to Baby CapeSize Vessels arriving with a draft of -14.5 m. While the commercial operations commencedin July 2004 VSPL has been handling about 7 MTPA at present. On 17th November 2021 theCompany had completed sale of 28773117 equity shares of Rs.10/- each (33.00% of thetotal paid-up capital of VSPL) held by the Company in VSPL to Shripriya Ports PrivateLimited at a consideration of Rs.26.40 Crores. Consequent to the aforesaid sale VSPLceased to be a subsidiary of the Company.

Indira Container Terminal Private Limited (‘ICTPL?) asubsidiary of the Company is a Special Purpose Vehicle promoted by the Company GammonIndia Limited and Noatum Ports Sociedad Limitada Unipersonal SLU formerly known asDragados SPL Spain for construction and development of an Offshore Container Terminal onbuild operate and transfer (BOT) basis in the Mumbai Harbor and to carry out containeroperations from the existing Ballard Pier Station Container Terminal (BPS) of Mumbai PortTrust. During the Financial Year 2021–22 ICTPL had handled 103 RORO vessels 17Steel vessels and 1 Passenger vessel with 120008 vehicle units earning revenue ofRs.48.27 Crores.

Sidhi Singrauli Road Project Limited (‘SSRPL?) awholly-owned subsidiary of the Company for designing construction finance andmaintenance of a 102.6 kms long four-lane dual carriageway on NH-75E which includes theconstruction of new bypasses of Kauchwahi Behri Karthua Bargawa and Gorbi andre-alignment of certain stretches and is located in the State of Madhya Pradesh. SSRPL wasfacing various issues like land acquisition Forest and Environmental Clearances approvalto GADs etc. since start of the project. The construction activity was halted due to lackof finance since October 2018. The Company had attempted to obtain finance to completethe SSRPL Project despite of minimal support from Madhya

Pradesh Road Development Corporation (‘MPRDC?) inresolving various issues aroused due to non-fulfilment of MPRDC?s ConditionsPrecedent. Ultimately the MPRDC had terminated the SSRPL Project on 13th August 2020.SSRPL received a letter from Punjab National Bank Lead Bank (‘PNB?) ofthe consortium of banks for the one-time settlement (‘OTS?) of the debtsof SSRPL at Rs.275 Crores. SSRPL is pursuing arbitration proceedings against MPRDC andMinistry of Road Transport and Highways in order to determine the party liable forsettlement of the afore-mentioned OTS with the PNB.

Patna Highway Projects Limited a wholly-owned material subsidiary ofthe Company has been admitted for Corporate Insolvency Resolution Process by Hon?bleNational Company Law Tribunal New Delhi Principal Bench under section 9 of Insolvency AndBankruptcy Code 2016 (‘IBC?). The Hon'ble NCLT had vide order dated 10thMay 2022 dismissed the Company?s application filed under Section 60(5) of InsolvencyAnd Bankruptcy Code 2016. The Company has filed an appeal in National Company LawAppellate Tribunal New Delhi Bench against the said order passed by the Hon?bleNCLT.

Rajahmundry Godavari Bridge Limited a subsidiary of the Company hadbeen admitted for Corporate Insolvency Resolution Process by Hon?ble National CompanyLaw Tribunal Mumbai Bench under section 7 of IBC. The Hon'ble NCLT has vide its orderdated 10th August 2022 dismissed the Company?s interlocutory application filed underSection 12A of Insolvency And Bankruptcy Code 2016. The Company has filed an appealagainst the said order passed by the Hon?ble NCLT.

Sikkim Hydro Power Ventures Limited a wholly-owned material subsidiaryof the Company had been admitted for Corporate Insolvency Resolution Process byHon?ble National Company Law Tribunal New Delhi Principal Bench under section 9 ofIBC. The Hon'ble NCLT had vide order dated 3rd June 2022 terminated the CorporateInsolvency Resolution Process and allowed ex-management to take up the management ofSHPVL. Consequently the Board of Directors of SHPVL has taken up the management of SHPVL.The Board of Directors of the Company at its meeting held on 1st September 2022 approvedthe Share Purchase Agreement to be executed between the Company SHPVL and Statkraft IHHolding AS having office in Oslo Norway for sale and transfer of the 100% equityshareholding held by the Company in SHPVL to Statkraft for a total consideration of Rs.90Crores (including repayment of the liabilities of SHPVL).

Ras Cities And Townships Private Limited a wholly-owned subsidiary (‘RCTPL?)of Gammon Projects Developers Limited a wholly-owned subsidiary of the Company enteredinto a Memorandum of Understanding dated 13th May 2022 with the promoters of Sony MonyDevelopers Private Limited (‘SMDPL?) for acquiring 10000 equity sharesof Rs.10/- each of SMDPL being 100% of total paid-up capital of SMDPL. The said transferof 10000 equity shares of SMDPL to RCTPL was completed on 9th June 2022.

BOARD COMMITTEES

At present the Board has the following committees to assist in itswork:

(i) Audit Committee to inter-alia oversee and review the financial reporting systemand disclosures made in its financial results;

(ii) Stakeholders? Relationship Committee to inter- alia redress investorcomplaints;

(iii) Nomination & Remuneration Committee to inter- alia approve appointments andremuneration of executive directors and lay down nomination and remuneration policies ofthe Company;

(iv) Compensation Committee to administer ‘employee stock option schemes?;

(v) Business Review Committee to review business projects and opportunities that arisefrom time to time;

(vi) Corporate Social Responsibility Committee to formulate and implement a‘corporate social responsibility policy? for the Company and

(vii) Risk Management Committee to monitor and review the risk management plan of theCompany.

The constitution of various committees its powers duties and meetingshave been elaborated in detail in the ‘Corporate Governance Report?.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any amount / shares due to be transferred toInvestor Education and Protection Fund.

VIGIL MECHANISM / WHISTLE BLOWER

In terms of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and employees to report genuine concerns has beenestablished by the Board along with whistle blower policy. The whistle blower policy havebeen uploaded on the website of the Company and the same can be accessed at the web linkhttps://ajrinfra.in/sec_info_pdf/Whistle_ Blower_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since there is no average net profit for the Company for the previousthree financial years no specific funds are required to be set aside and spent towardsthe Corporate Social Responsibility of the Company during the Financial Year. The Companyis yet to formulate the CSR Policy.

EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act 2013 an extract of Annual Returnin Form MGT 9 is appended to this Report as Annexure III.

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI Listing Regulations a Report onCorporate Governance along with Compliance Certificate issued by Mr. Veeraraghavan. NPracticing Company Secretary (Certificate of Practice Number 4334) is attached and formsintegral part of this Report (herein referred to "Corporate Governance Report").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Attention of the members is invited to a separate section titled‘Management Discussion and Analysis Report? which is covered in this AnnualReport.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year neither the statutory auditors nor thesecretarial auditor has reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board?s report.

STATUTORY AUDITORS

M/s. Nayan Parikh & Co. Chartered Accountants (FRN: 107023W) theStatutory Auditors of the Company holds office until the conclusion of the 21st AnnualGeneral Meeting ("AGM").

Based on the recommendations of the Audit Committee the Board ofDirectors has recommended appointment of M/s. Natvarlal Vepari & Co. CharteredAccountants (FRN 106971W) as the Statutory Auditors of the Company. The Company hasreceived a certificate under Section 141(3) of the Companies Act 2013 read with Rule 10of the Companies (Audit and Auditors) Rules 2014 from M/s. Natvarlal Vepari & Co.confirming their eligibility and availability for appointment as the Statutory Auditors ofthe Company.

The Board recommends appointment of M/s. Natvarlal Vepari & Co.Chartered Accountants as the Statutory Auditors at the upcoming 21st AGM of the Company.

STATUTORY AUDITORS? REPORT

The Statutory Auditors have qualified their opinion in theirIndependent Auditors Report as follows:

Basis of Qualified Opinion

(a) Attention is invited to Note 28 (a) of the Financial Statementrelating to the Project in the SPV; Indira Container Terminal Pvt Ltd. There existsmaterial uncertainty relating to the future of the Project where the exposure of theCompany in the SPV/project is Rs. 13304.46 lacs (funded and non-funded). The draftsettlement agreement between the SPV Ministry of Shipping (MoS) Mumbai Port Trust (MbPT)has been rejected by MbPT. The Company and the SPV are in discussion with MbPT and MoS toreconsider the Project. The credit facility is marked as NPA by the Lenders. The SPV andMbPT have initiated arbitration proceedings which are in progress. The MBPT has requestedfor conciliation proceedings which are also under active discussions. Pending conclusionof matters of material uncertainty related to the Project and decision of the OTS by thelenders not being concluded we are unable to comment whether any provision is requiredtowards possible impairment towards the said exposure.

(b) Attention is invited to Note 31(a) of the Financial Statement inrespect of PHPL where the CIRP proceedings had been initiated. NCLT has approved theresolution plan submitted by Resolution Professional and as per the NCLT Order no surplusis available to the Company. The Company has filed an appeal in NCLAT against the NCLTorder and expects favourable outcome on the matter. Pending the outcome no impairment hasbeen done by the Management against the funded exposure. On accounts of the facts statedabove there is possible impairment towards the exposure of the company in the SPV of Rs.21294.19 lacs disclosed as Equity Instruments carried at fair value through Profit andLoss (excluding non-funded exposure of Rs. 119024.39 lacs disclosed as contingentliability) unless the Management receives a favourable order in its appeal before theNCLAT.

(c) Attention is invited to Note 31(b) of the Financial Statement inrespect of RGBL where the CIRP proceedings had been initiated. NCLT has since the balanceSheet date approved the resolution plan submitted by Resolution Professional and as perthe NCLT Order no surplus is available to the Company.

The Company is proposing to file an appeal before NCLAT against theNCTL order and expects favourable outcome on the matter. Pending the outcome noimpairment has been done by the Management against the possible impairment. On accounts offacts stated above possible impairment towards the exposure of the company in SPV is Rs.108190.68 lacs disclosed as Equity Instruments carried at fair value through Profit andLoss (excluding non-funded exposure of Rs. 9811.02 lacs disclosed as contingentliabilities) unless the Management receives a favourable order in its proposed appealbeing filed before the NCLAT.

(d) Attention in invited to Note 28 (f) of the Financial Statementrelating to power project where the operation of the project is under constraints asdetailed in the note. The SPV has also invoked the arbitration against the Karkhana andthe Karkhana has approached Debt Recovery Tribunal (DRT). Based on the submission ofKarkhana that the Plant was possessed and run by Karkhana the tribunal ordered tomaintain status quo. The Company is in the process of filling its response at DRT. Alsothe SPV?s credit facilities are marked as Non-Performing Assets. Pending the outcomeof the legal proceedings and in the absence of resolution of financial and operationalconstraint under the project we are unable to comment whether any provision is requiredtowards possible impairment towards the exposure of the project. The audit of the SPV forthe year ended March 31 2022 is also not completed. Total funded and non-funded exposureof the Company in the SPV is Rs. 29677.58 lacs.

Clarification for the afore-mentioned qualified opinions by theStatutory Auditors in their Report are provided in detail in Operational Overview ofManagement & Discussion Analysis forming part of the Annual Report of the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of SEBI Listing Regulations Mr. Veeraraghavan. N Practicing CompanySecretary (Certificate of Practice Number: 4334) was appointed to undertake theSecretarial Audit of the Company.

In terms of Regulation 24A of SEBI Listing Regulations and provisionsof Section 204 of the Companies Act 2013 the Secretarial Audit Report in Form no. MR-3has been annexed to this Board Report as Annexure IV.

Observations made by the Secretarial Auditor in their Report areself-explanatory.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report.

During the Financial Year none of the employees are in receipt ofremuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of theCompanies

(Appointment & Remuneration of Managerial Personnel) Rules 2014as amended from time to time.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Board had re-constituted Internal Complaints Committee(‘Committee?) under Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 w. e. f. 28th February 2022 and theCommittee comprised of Ms. Vaishali Indulkar as the Chairperson of the Committee and Mr.Ravindra Desai Mr. S. Lakshmayyah and Advocate Ms. Madhavi Vasant Joshi as members of theCommittee.

Consequent to change in personnel of the Company and its subsidiariesthe Board had re-constituted Committee w.e.f. 1st September 2022. The Committeenow comprises of Ms. Charushila Choche as Chairperson Mr. Ravindra Desai Mr. S.Lakshmayyah and Ms. Akansha Rathi Company Secretary in Practice and InsolvencyProfessional as the members of the Committee.

During the Financial Year no complaint was filed before the InternalComplaints Committee.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

On 20th May 2022 the Company had entered into a Settlement Agreementwith BIF India Holdings Pte. Limited (‘Brookfield?) Andhra Expressway PrivateLimited Rajahmundry Expressway Private Limited Kosi Bridge Infrastructure CompanyPrivate Limited Gorakhpur Infrastructure Company Private Limited and Mumbai NasikExpressway Private Limited (collectively referred to as ‘Divested SPVs?) tosettle the claims made by Brookfield and the Divested SPVs against the Company inarbitration proceedings before the Singapore International Arbitration Centre. As per theterms of the Settlement Agreement the Company shall pay to Brookfield and the DivestedSPVs an aggregate sum of:

(i) Rs.40 Crores (together with interest payable till date); and (ii)the amounts comprising the subject matter of the Divested SPV?s claims in the SIACArbitration (subject to refund of tax adjusted) on account of demands from the TaxAuthorities which as on 8th February 2021 were Rs.28.96 Crores; On 20th May 2022 theCompany had entered into an Assignment Agreement in order to meet its obligations for thepayment of the Settlement Sum by the Company to Brookfield and the Divested SPVs andassigned its rights title benefits and interest arising out of:

(a) The Company?s entitlement to MNEL Receivables; and (b) TheCompany?s entitlement to the proceeds receivable by GICL and KBICL respectively fromthe GICL Arbitration Proceedings and KBICL Proceedings respectively; On 2nd September2022 the Company entered into a Share Purchase Agreement with Sikkim Hydro Power VenturesLimited material wholly-owned subsidiary and M/s. Statkraft IH Holding AS having officein Oslo Norway for sale and transfer of sale of 62735942 equity shares of Rs.10/- eachheld by the Company to Statkraft for a total consideration of Rs.90 Crores (includingrepayment of the liabilities of SHPVL). Upon completion of the formalities comprised underShare Purchase Agreement the Company shall cease to be a shareholder of SHPVL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS

Patna Highway Projects Limited a wholly-owned material subsidiary ofthe Company has been admitted for Corporate Insolvency Resolution Process by Hon?bleNational Company Law Tribunal New Delhi Principal Bench under section 9 of Insolvency AndBankruptcy Code 2016 (‘IBC?). The Hon'ble NCLT had vide order dated 10th May2022 dismissed the Company?s application filed under Section 60(5) of Insolvency AndBankruptcy Code 2016. The Company has filed an appeal in National Company Law AppellateTribunal New Delhi Bench against the said order passed by the Hon?ble NCLT.

Rajahmundry Godavari Bridge Limited a subsidiary of the Company hadbeen admitted for Corporate Insolvency Resolution Process by Hon?ble National CompanyLaw Tribunal Mumbai Bench under section 7 of IBC. The Hon'ble NCLT has vide its orderdated 10th August 2022 dismissed the Company?s interlocutory application filed underSection 12A of Insolvency And Bankruptcy Code 2016. The Company has filed an appealagainst the said order passed by the Hon?ble NCLT.

No other significant or material orders were passed by the Regulatorsor Courts or Tribunals which impacts the going concern status and Company?soperations in future.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the supportreceived by the Company from its shareholders and employees. The Directors also wish toacknowledge the co-operation and assistance received by the Company from its businesspartners bankers financial institutions and various Governments Semi Government andLocal Authorities.

For and on behalf of the Board of
AJR INFRA AND TOLLING LIMITED
(formerly Gammon Infrastructure Projects Limited)
Mineel Mali Jaysingh Ashar
Whole-Time Director Director
DIN: 06641595 DIN: 07015068
Email : nvr54@ymail.com

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