The 12th Annual Report of the Company together with the Audited FinancialStatements (Standalone and Consolidated) for the Financial Year ended 31st March2019 is hereby presented to the members of Company.
The Company is undergoing Corporate Insolvency Resolution Process (CIRP) under theprovisions of the Insolvency and Bankruptcy Code 2016 (Insolvency Code) in terms of orderdated August 9 2017 passed by Hon'ble National Company Law Tribunal (NCLT) AllahabadBench. Pursuant to the initiation of CIRP vide aforesaid order the adjudicatingauthority appointed Mr. Anuj Jain as Interim Resolution Professional (IRP) to carry thefunctions as mentioned under the Code and later on Committee of Creditors (CoC) approvedthe appointment of Mr. Anuj Jain the IRP as Resolution Professional (RP). As per theCIRP the Resolution Plan submitted by prospective Resolution Applicant as shortlisted byCoC and put to vote was not approved by CoC.
Further the Hon'ble 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 InsolvencyCode by another 180 days w.e.f. the date of the order i.e. 9th August 2018 and directedthe Interim Resolution Professional (IRP) to follow the provisions of Insolvency Codeafresh in all respects. The order also permitted the NCLT to grant a further extension of90 days if required in accordance with the provisions of Insolvency Code. Hon'ble NCLTvide its order dated 28.01.2019 extended the CIRP for a period of 90 days beyond 180 days.
The CIRP as directed by Hon'ble Supreme Court of India came to an end on 06.05.2019.The Hon'ble NCLT Allahabad in an application filed by the IDBI Bank directed per itsorder dated 06.05.2019/21.05.2019 that CoC and IRP must be allowed to proceed further withthe CIRP process in accordance with law and adjourned the matter for 29th July2019.
As per terms of Section 20 of Insolvency Code the management and operations of theCompany are being managed by RP/IRP on a Going Concern Basis.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company (Standalone) for the financial year ended 31stMarch 2019 is summarized below:-
| || ||(Rs. in Lacs) |
|Particular ||Current year ended 31.03.2019 ||Previous Year ended 31.03.2018 |
|(A) PROFITABILITY || || |
|1 Gross Total Revenue ||129279.39 ||(6225.16) |
|2 Total Expenses (except depreciation & finance costs) ||101480.79 ||59637.35 |
|3 Finance Costs ||153099.20 ||111921.30 |
|4 Depreciation & amortization ||5081.80 ||4053.58 |
|5 Total Expenses (2:4) ||259661.79 ||175612.23 |
|6 Profit/(Loss) before Exceptional/ Extra-ordinary item ||(130382.40) ||(181837.39) |
|7 Exceptional/Extra-ordinary items ||- ||- |
|8 Profit/(Loss) before Tax ||(130382.40) ||(181837.39) |
|9 Profit/(Loss) after Tax ||(132568.67) ||(181837.39) |
|10 Other Comprehensive Income ||(4.22) ||(34.40) |
|11 Total Comprehensive Income ||(132572.89) ||(181871.79) |
|(B) ASSETS & LIABILITIES || || |
|1 Non Current Assets ||1062620.53 ||1065763.06 |
|2 Current Assets ||1369267.02 ||785188.77 |
|3 Total Assets (1+2) ||2431887.55 ||1850951.83 |
|4 Equity Share Capital ||138893.35 ||138893.35 |
|5 Other Equity ||(21738.10) ||192328.11 |
|6. Non Current Liabilities ||681734.60 ||722136.95 |
|7 Current Liabilities ||1632997.70 ||797593.42 |
|8 Total Equity & Liabilities (4+5+6+7) ||2431887.55 ||1850951.83 |
2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
Jaypee Infratech Limited (JIL) has developed Yamuna Expressway project which inter-aliaincludes 165 km six lane access controlled expressway from Noida to Agra with provisionfor expansion to eight lanes with service roads and associated structures. YamunaExpressway was opened for the public on 9th August 2012 and commenced tollcollection w.e.f. 16th August 2012.
The Average Annual Daily Traffic (AADT) for the year ended on 31st March2019 was 27808 PCUs as compared to 26140 PCUs for the previous year ended on 31stMarch 2018 which is higher by 6.38% over the previous year.
The revenue from Toll Collection for the year ended 31st March 2019aggregated to Rs.345.70 crores as compared to Rs. 325.73 Crores for the previous yearended 31st March 2018 which is higher by 6.13% over the previous year. TheAverage Annual Daily Traffic (AADT) and Toll Revenue registered a Compound Annual GrowthRate (CAGR) of 19% and 24% respectively since commencement of commercial operations on16th August 2012.
The Company has also undertaken development of its Land Parcel-1 at Noida LandParcel-3 at Mirzapur and Land Parcel-5 at Agra. Out of total 32799 nos. of residentialunits sold by the company the company has provided Offer of Possession (OOPs) for 9962nos. of residential units as off 31.03.2019; and Occupancy Certificate applied for inrespect of 12380 Units.
3. INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16th February 2015 issued bythe Ministry of Corporate Affairs (MCA) Standalone and Consolidated Financial Statementsof the Company for the Financial Year 2018-19 have been prepared as per Ind AS.
In view of ongoing CIRP 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 ShareCapital of the Company. As at 31st March 2019 the Authorized Share Capital ofthe Company was Rs. 3000 Crores. The Paid-up Share Capital of the Company as on 31stMarch 2019 was Rs. 13889334970 divided into 1388933497 Equity Shares of Rs.10 each.
During the year under report your Company has not issued any shares under any employeestock option schemes sweat equity shares or any equity shares with differential rightsas to dividend voting or otherwise. Further the Company has not bought back its ownsecurities during the year under report.
7. NON-CONVERTIBLE DEBENTURES
As at 31st March 2019 the Secured Redeemable Non-Convertible Debentures(NCDs) of the Company aggregates to Rs. 211.95 Crore. The said Debentures are listed onBSE Limited.
The Trustee for the said Debentures is M/s Axis Trustee Services Limited.
8. SUBSIDIARY COMPANY
As on 31st March 2019 the Company has one subsidiary JaypeeHealthcare Limited (JHCL) which was incorporated on 30th October 2012 aswholly owned subsidiary of the Company with a vision of promoting world-class healthcareby providing quality and affordable medical care with commitment. Jaypee HealthcareLimited has already established a 504 bed Super Speciality Hospital at Noida which iscurrently operational.
Financial Performance of the Subsidiary Company
The revenue for the financial year 2018-19 was Rs. 320.59 Crores which was higher by18.96% over previous year. The Company's earnings before interest taxes Depreciation andamortization (EBIDTA) stood at a profit of Rs. 20.86 Crores as compared to the loss of Rs.6.49 Crores in the previous year. The net loss after taxation and exceptional items wasRs. 76.44 Crores in the current financial year.
Jaypee Hospital Noida established itself as a major Transplant Centre by performing254 Transplants which includes 166 Kidney Transplants and 88 Liver Transplants. The Keyspecialties such as Cardiac Orthopedics Renal Sciences and Oncology contributed about50% of the Company's total revenue in the Financial Year 2018-19.
During the period under review Jaypee Hospital Noida conducted 606 health talks RTM& camps and 24 Continuing Medical Education (CME) programmes across the country. Thenumber of OPDs at Jaypee Hospital Noida increased by 19% from 171000 to 205000. TheInternational revenue increased by 22% from Rs 71 Crore to Rs 86 Crore over the previousYear.
During the year under review Anoopshahr unit of JHCL became operational and IPDoperations have been commenced from March 2019.
The working results of the Company for the year under review are as under:
| || ||(Rs. in Lacs) |
|Particular ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|(A) PROFITABILITY || || |
|1 Gross Total Revenue ||32058.52 ||26948.04 |
|2 Total Expenses ||39705.78 ||37188.85 |
|3 Exceptional/Extra-ordinary items ||- ||- |
|4 Profit /(Loss) before Tax ||(7647.26) ||(10240.81) |
|5 Profit/ (Loss) after Tax ||(7647.26) ||(10240.81) |
|6 Total Comprehensive Income ||(7644.24) ||(10229.27) |
|(B) ASSETS & LIABILITIES || || |
|1 Non Current Assets ||89973.81 ||92185.98 |
|2 Current Assets ||6051.33 ||6740.15 |
|3 Total Assets (1+2) ||96025.14 ||98926.13 |
|4 Equity Share Capital ||42750.00 ||42750.00 |
|5 Other Equity ||(35605.70) ||(27961.46) |
|6 Non Current Liabilities ||52225.78 ||52549.76 |
|7 Current Liabilities ||36655.06 ||31587.83 |
|8 Total Equity & Liabilities (4+5+6+7) ||96025.14 ||98926.13 |
9. CONSOLIDATED FINANCIAL STATEMENTS
The Statement containing salient features of the financial statements of the subsidiarycompany in the prescribed format AOC-1 has been annexed as Annexure-I to thisReport in terms of Section 129 (3) of the Companies Act 2013.
The Audited Financial Statements including the Consolidated Financial Statements of theCompany with its subsidiary company and related information thereto alongwith theStandalone Audited Financial Statements of the subsidiary Company prepared in accordancewith the Indian Accounting Standard (Ind AS - 110) on Consolidated FinancialStatements is provided in this Annual Report and is also available on the website of theCompany at www.jaypeeinfratech.com. These documents will be available for inspectionduring business hours at the Registered Office of the Company.
10. DIRECTORATE & KMPs
10.1Changes in the Board / KMPs
The changes in the Board of Directors and Key Managerial Personnel upto 17-05-2018 havealready been covered in the 11th Annual Report. Thereafter following IndependentDirectors submitted resignations as per details given below:
|S. No. ||Name of Independent Director ||Resignation submitted on |
|1 ||Shri Brij Behari Tandon ||17-08-2018 |
|2 ||Shri Shanti Sarup Gupta ||17-08-2018 |
|3 ||Shri Sundaram Subramanian ||24-08-2018 |
|4 ||Shri Keshav Prasad Rau ||09-09-2018 |
|5 ||Shri Basant Kumar Goswami ||10-09-2018 |
|6 ||Shri Lalit Bhasin ||12-09-2018 |
|7 ||Shri Sham Lal Mohan ||17-09-2018 |
These Directors have also filed Form DIR-11 with the Ministry of Corporate Affairs. Theresignations were received by Interim Resolution Professional subject to approval thereofby Committee of Creditors. The same were placed for approval by the Committee of Creditorson 17-10-2018 in terms of the provisions of Section 28(1)(j) of the Insolvency andBankruptcy Code 2016. The resolution for acceptance of resignations requiring approval by66% voting rights was deemed to be rejected since 41.38% abstained from voting (which isconsidered as negative vote under IBC).
Consequently whereas in terms of the decisions of the Committee of Creditors thesedirectors' resignation has not been accepted the Ministry of Corporate Affairs has takenthe cognizance of Form DIR-11 filed by respective Independent Director.
10.2 Retirement by Rotation
Shri Manoj Gaur Managing Director and Smt. Rekha Dixit Director would retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment. The proposals for their re-appointment will be included in theNotice of the Annual General Meeting.
10.3 Key Managerial Personnel
The details about the Whole-time Key Managerial Personnel are given in the CorporateGovernance Report which forms part of the Annual Report.
10.4 Declarations of Independence
The Company received Declarations of Independence from all the Independent Directors inthe beginning of Financial Year 2018-19 confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 andRegulations 16(1)(b) and 25 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (the Listing Regulations). However during the year thereview the Independent Directors submitted resignation.
10.5 Board Evaluation
As the Company is under CIRP the powers of the Board of Directors continue to remainsuspended and the affairs of the Company are being conducted by IRP/RP. Consequently nomeeting of the Directors was held during the Financial Year 2018-19 for such evaluation.
10.6 Familiarization of Independent Directors
As and when required the Company conducts programmes for familiarization of IndependentDirectors with the Company and details of such programmes are updated on the website ofthe Company at www.jaypeeinfratech.com. Further roles rights responsibilities ofIndependent Directors in the Company nature of the industry in which the Companyoperates business model of the Company and other related matters are available on theCompany's website.
10.7 Remuneration Policy
The Company has in place the following policies that were duly approved by the Board onthe recommendations of the Nomination and Remuneration Committee prior to commencement ofCIR Process:
a) Policy for selection of Directors and determining Directors' independence which isannexed as Annexure II-A to this Report.
b) Remuneration Policy for Directors Key Managerial Personnel and other employeeswhich is annexed as Annexure II-B to this Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 based on internal financialcontrols work performed by the internal statutory cost and secretarial auditors andexternal agencies the reviews performed by the management and with the concurrence of theAudit Committee prior to commencement of CIR Process and subsequently of the IRP that forthe year ended 31st March 2019 the confirmation is hereby given for theCompany having:
a) Followed in the preparation of the annual accounts the applicable accountingstandards with proper explanation relating to material departures.
b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the Company for that period.
c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of Companies Act 2013 for safeguarding the assets ofthe 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 suchinternal financial controls are adequate and were operating effectively; and
f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate operating effectively and the same are beingstrengthened on continuous basis from time to time.
12. MEETINGS OF THE BOARD OF DIRECTORS
The powers of the Board of Directors continue to be suspended and no Board/Committeemeetings were held during the Financial Year under report as the Company is under CIRP.The powers of board of directors are being excercised by the Resolution Professional(RP)/Interim Resolution Professional (IRP) in accordance with Sections 17 and 23 of theInsolvency
Code from the aforesaid date. Further details are given in the Corporate GovernanceReport.
13. COMMITTEES OF THE BOARD
The Board has six committees namely the Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee Corporate Social ResponsibilityCommittee Finance Committee and Fund Raising Committee. The Board has a defined set ofguidelines duties and responsibilities and an established framework commensurate with theapplicable provisions of the Companies Act and Listing Regulations for conducting themeetings of the said Committees. A detailed note on the Board of Directors and itscommittees their scope etc. is provided under the Corporate Governance Report section ofthis Annual Report. The Company is under CIRP under the Insolvency Code and therefore thepowers of board of directors stand suspended and are being excercised by the RP/IRP inaccordance with Sections 17 and 23 of the Insolvency Code from the aforesaid date. Nomeetings of the Committees were held during the Financial Year 2018-19. Further detailsare given in the Corporate Governance Report.
14. CORPORATE GOVERNANCE
The Company is committed to maintaining highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company continues to lay a strong emphasis on transparencyaccountability and integrity and has also implemented several corporate governancepractices in this regard. A separate report on Corporate Governance in terms of Regulation34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(`the Listing Regulations') is provided in this Annual Report together with theCertificate from the Statutory Auditors of the Company confirming compliance with theconditions of Corporate Governance as stipulated under the Listing Regulations.
A Certificate of the Chairman cum Managing Director and Chief Financial Officer of theCompany in terms of the Listing Regulations inter-alia confirming correctness of theFinancial Statements and Cash Flow Statements adequacy of internal control measures andreporting of matters to the Audit Committee/RP/IRP is annexed to the Report on CorporateGovernance.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the operations and financial position ofthe Company as stipulated under Regulation 34(2)(e) the Listing Regulations is presentedin a separate section forming part of this Report.
16. LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees securities and investments made by the Companyduring the year along with the purpose for which such loan or guarantee or security isutilized/proposed to be utilized are provided in Note 4 13 16 and 21 of the accompanyingStandalone Financial Statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Till the commencement of CIR Process all Related Party Transactions entered into werein the ordinary course of business and on an arm's length basis and were not consideredmaterial in terms of the Company's Policy on materiality of related party transactionswhich may be accessed on the website of the Company at the following linkhttp://www.jaypeeinfratech.com/policies/Policy-on-Related- Party-Transactions.pdf. Sincecommencement of CIR Process such transactions if any are being carried out inaccordance with Insolvency Code.
Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is annexed as Annexure-III to thisreport.
The disclosure of transactions with related parties if any as required under IndianAccounting Standard (Ind AS) 24 is set out in Note No. 45 of the accompanying StandaloneFinancial Statements.
18. RISK MANAGEMENT
The Company has put in place a mechanism to identify assess monitor and mitigatevarious risks associated with the business. Risks are analysed and corrective actions aretaken for managing/mitigating them. Major risks identified are systematically discussed atthe meeting of the CoC of the Company. In line with the regulatory requirements theCompany has in place the Risk Management Policy to identify and assess the key risk areasmonitor 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 andEmployees to report instances of any genuine concerns/grievances about any suspected oractual misconduct/ malpractice/ fraud/ unethical behavior without fear of intimidation orretaliation. The Policy on Whistle Blower (Vigil) Mechanism may be accessed on theCompany's website at www.jaypeeinfratech.com.
20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company's internal financial control systems are commensurate with the nature ofits business and the size and complexity of its operations. The compliance of checks andbalances is ensured by the Internal Auditor and Statutory Auditors of the Company. TheBoard had also adopted policies and procedures for ensuring orderly and efficient conductof its business including adherence to the Company's Policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of the reliable financial disclosures. Duringthe year under report the Company has in all material respects an adequate internalfinancial control system over financial reporting and the same are operating effectively.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted the CSR Committee brief details whereof are provided inthe Report on Corporate Governance. The Company has also framed a CSR Policy asrecommended by the CSR Committee and approved by the Board of Directors of the Company.The said CSR Policy is available on the Company's website at www.jaypeeinfratech. com.Further the CSR activities as mentioned in the Company's CSR Policy are carried out underthe guidance of the said Committee/RP/IRP.
The Company was not required to spend any amount on the bases of the average netprofits during the three immediately preceding financial years on the Company's CSRactivities during the Financial Year 2018-19. The Annual Report on CSR activities asrequired 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-IVto this Report.
22. AUDITORS AND AUDITORS' REPORT
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) StatutoryAuditors of the Company hold office till the conclusion of the 15th AGM to beheld in the year 2022.
M/s Dass Gupta & Associates Chartered Accountants have confirmed that they havesubjected themselves to the peer review process of the Institute of Chartered Accountantsof 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 theirarm's length relationship with the Company.
The Auditors' Report furnished by M/s Dass Gupta & Associates on the financialstatements for the financial year ended 31st March 2019 contains the followingobservations:
Point No. (viii) of Annexure-B of the Auditors' Report on Standalone FinancialStatements
Based on the audit procedure and according to the information and explanations given tous we are of the opinion that the company has defaulted in repayment of principal and/orinterest to banks financial institutions & debenture holders wherein the period ofdelay ranges from 1 to 1217 days.
Details of overdue interest on borrowings amounting to Rs. 377223.25 Lacs reflectedin Note no. 21 to the standalone financial statements which were outstanding as at 31stMarch 2019 are given below:
|Name of Lender ||Interest Default ||Period of Default* |
| ||(In Rs. lacs)* || |
|Axis Bank ||4247.06 ||1 to 669 days |
|Corporation Bank ||30467.05 ||1 to 1217 days |
|ICICI Bank ||7838.13 ||1 to 639 days |
|IIFCL ||38715.26 ||1 to 973 days |
|State Bank of India ||26371.22 ||1 to 1004 days |
|Bank of Maharashtra ||17819.01 ||1 to 1186 days |
|IDBI Bank ||165628.69 ||1 to 973 days |
|Jammu & Kashmir Bank ||10079.65 ||1 to 1155 days |
|Syndicate Bank ||15227.69 ||1 to 1186 days |
|IFCI Limited ||12979.92 ||1 to 1065 days |
|Union Bank of India ||14046.77 ||1 to 1194 days |
|LIC of India ||32730.40 ||1 to 1216 days |
|SREI Equipment Finance Limited ||1072.40 ||1 to 562 days |
|Total ||377223.25 || |
*As per agreements with respective banks/financial institutions subject to CIR Process.
Details of overdue principal repayments of borrowings amounting to Rs. 131895.26 Lacsreflected in Note no. 21 to the standalone financial statements which were outstanding asat 31st March 2019 are given below:
|Name of Lender ||Principal Default ||Period of Default* |
| ||(In Rs. Lacs)* || |
|Axis Bank ||11195.00 ||455 days |
|Corporation Bank ||10000.00 ||819 days |
|ICICI Bank Ltd. ||3000.00 ||454 days |
|State Bank of India ||18740.00 ||819 days |
|Bank of Maharashtra ||10750.00 ||819 days |
|IDBI Bank ||16500.00 ||819 days |
|Jammu & Kashmir Bank ||3000.00 ||454 days |
|Syndicate Bank ||10750.00 ||819 days |
|IFCI Limited ||2300.00 ||454 days |
|Union Bank of India ||10000.00 ||819 days |
|LIC of India ||33600.00 ||1298 days |
|SREI Equipment Finance Limited ||2060.26 ||501 days |
|Total ||131895.26 || |
*As per agreements with respective banks/financial institutions subject to CIR Process.
The company is undergoing CIR Process under the provisions of the Insolvency andBankruptcy Code 2016 (Code) in terms of Order dated 9th August 2017 passed byHon'ble National Company Law Tribunal Allahabad Bench (NCLT) and continue to be underCIRP vide subsequent orders of Hon'ble Supreme Court/NCLT.
The payment to the Financial Creditors (Including lenders) is incumbent upon the finaloutcome of the CIR Process.
The remaining Notes to the financial statements are self explanatory and do not callfor any further comments.
During the year under report no fraud was reported by the Auditors under secondproviso to Section 143 (12) of the Companies Act 2013.
22.2 SECRETARIAL AUDITOR
Ms. Sunita Mathur Practising Company Secretary is the Secretarial Auditor of theCompany and conducted the secretarial audit for the Financial Year ended 31stMarch 2019 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The Secretarial Audit Report for the Financial Year ended 31stMarch 2019 is annexed as Annexure V to this Report.
The Secretarial Audit Report furnished by Ms Sunita Mathur for the financial year ended31st March 2019 contains some observations that are self-explanatory and needno further comments.
M/s Jatin Sharma & Co. Cost Accountants (Firm Registration No. 101845) is theCost Auditor of the Company to audit the cost records for the Financial Year 2018-19 asrequired 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 the Company has not accepted any fixed deposits under Chapter V of theCompanies Act 2013. As on 1st April 2014 when new provisions of CompaniesAct 2013 regulating the acceptance of deposits by the Company were introduced theCompany had 46253 outstanding Fixed Deposits aggregating Rs. 363.19 crores (excludinginterest). Upto 31st March 2019 the Company has settled 40584 fixed depositsaggregating Rs. 250.02 crores. Consequently there were 5669 outstanding fixed depositsaggregating Rs.113.17 crores as on that date.
The Company was granted extensions of time for repayment of the existing fixeddeposits by the Hon'ble Company Law Board (CLB)/ National Company Law Tribunal (NCLT)vide its Orders passed from time to time and has made repayment of certain fixed depositsalong with interest upto the date of maturity in compliance of the directions of Hon'bleNCLT.
Further it is mandatory for adjudicating authority to announce moratorium whencommencing the Insolvency Resolution process under Section 14 of Insolvency Codeprohibiting transferring encumbering alienating or disposing off by the Company any ofits assets or any legal right or beneficial interest therein; any action to forecloserecover or enforce any security interest created by the Company in respect of its propertyincluding any action under the SARFAESI Act 2002. Accordingly the Adjudicating Authorityhad announced the moratorium in its order dated August 9 2017 and the same continues tillthe completion of CIRP.
Consequent to prohibitions in place by virtue of moratorium u/s 14 of IBC Code asdetailed above preferential payment to a class of creditors is impermissible under theCode. This view was substantiated by Hon'ble Supreme Court in the above mentioned writpetition while disallowing refund to some of the home-buyers who had opted for refund ofamount paid for the purchase of home. Hon'ble NCLT on September 26 2018 also took similarview in the petition CP No. 10/03/2015 of the company dealing with outstanding FixedDeposits (whose holders are also Financial Creditor) and the same was disposed ofaccordingly. Consequent to the above the Company is not making any payments to any classof creditors during ongoing CIRP.
24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 as amended is annexed as AnnexureVI to this Report.
25. EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return for the Financial Year ended 31st March 2019in prescribed Form MGT-9 in terms of Section 92(3) of the Companies Act 2013 annexedherewith as Annexure VII to this Report.
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
a) Statement showing details of remuneration to be disclosed by listed companies interms 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 has been provided as AnnexureVIII-A which forms part of this Annual Report.
b) Statement showing details of employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been provided in Annexure VIII-Bwhich forms part of this Annual Report.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under report no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status of the Company andits operations in future.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy and Internal ComplaintsCommittee in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year under report theCompany has not received any complaint.
29. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments which adversely affected the financialposition of the Company after the end of Financial Year to the date of report except theHon'ble NCLT Allahabad Bench/NCLAT order(s) related to CIR Process issued from time totime.
30. CAUTIONARY STATEMENT
Statements in the Annual Report particularly those which relate to the Management'sDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute `forward looking statements' within the meaning ofapplicable laws and regulations. Though the expectations are based on reasonableassumptions the actual results may differ.
The Company places on record its sincere appreciation and gratitude for the assistanceand co-operation received from the Financial Institutions Banks Governmentauthorities Customers and Vendors during the year under report. Your Company also wishesto place on record its deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For Jaypee Infratech Limited |
| ||(Company under Corporate Insolvency Resolution Process) |
|Place: Noida ||Manoj Gaur |
|Dated: 27th May 2019 ||Chairman-cum-Managing Director |
| ||DIN- 00008480 |