You are here » Home » Companies » Company Overview » Jaypee Infratech Ltd

Jaypee Infratech Ltd.

BSE: 533207 Sector: Infrastructure
NSE: JPINFRATEC ISIN Code: INE099J01015
BSE 00:00 | 24 Sep 1.92 -0.03
(-1.54%)
OPEN

1.95

HIGH

1.96

LOW

1.90

NSE 00:00 | 24 Sep 1.95 0
(0.00%)
OPEN

1.90

HIGH

2.00

LOW

1.90

OPEN 1.95
PREVIOUS CLOSE 1.95
VOLUME 1250263
52-Week high 4.21
52-Week low 1.13
P/E
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.95
CLOSE 1.95
VOLUME 1250263
52-Week high 4.21
52-Week low 1.13
P/E
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jaypee Infratech Ltd. (JPINFRATEC) - Director Report

Company director report

TO THE SHAREHOLDERS

To

The Members

The Interim Resolution Professional (IRP) presents to the Members the 13th AnnualReport of the Company together with the Audited Financial Statements (Standalone andConsolidated) for the Financial Year ended 31st March 2020 which includes the Report tothe Shareholders.

Corporate Insolvency Resolution Process (CIRP)

Pursuant to the directive of Reserve Bank of India (RBI) dated 15th June 2017 IDBIBank 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 andBankruptcy Code 2016 (IBC) at Hon'ble National Company Law Tribunal (NCLT) at Allahabadto initiate Insolvency Resolution Process at the Company.

The Company has been undergoing Corporate Insolvency Resolution Process (CIRP) underthe provisions of the Insolvency and Bankruptcy Code 2016 (Insolvency Code) in terms oforder dated August 9 2017 passed by Hon'ble National Company Law Tribunal (NCLT)Allahabad Bench. 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 the CIRPthe Resolution Plan submitted by prospective Resolution Applicant as shortlisted by CoCand put to vote was not approved by CoC. Further the Hon'ble Supreme Court of India indisposal of Writ Petition (Civil) No. 744/2017 filed by some of the home-buyers revivedthe period prescribed under Insolvency Code by another 180 days w.e.f. the date of theorder i.e. 9th August 2018 and directed the Interim Resolution Professional (IRP) tofollow the provisions of Insolvency Code afresh in all respects. The order also permittedthe NCLT to grant a further extension of 90 days if required in accordance with theprovisions of Insolvency Code. Hon'ble NCLT vide its order dated 28th January 2019extended the CIRP for a period of 90 days beyond 180 days.

The Hon'ble NCLT Allahabad in an application filed by the IDBI Bank directed per itsorders dated 6th May 2019 and 21st May 2019 that CoC and IRP must be allowed to proceedfurther with the CIRP process in accordance with law. The matter was subsequently heardbefore Hon'ble National Company Law Appellate Tribunal (NCLAT). Further Hon'ble SupremeCourt of India vide order dated 6th November 2019 directed IRP to complete the CIRPwithin a period of 90 days from the date of the said order. As per directions of theorder IRP invited the Resolution Plans from two Resolution Applicants. The Committee ofCreditors approved the resolution plan submitted by NBCC (India) Limited and IRP filed thesame with Hon'ble NCLT for its approval. The Hon'ble NCLT Principal Bench New Delhiapproved the Resolution plan of the NBCC (India) Limited with certain modifications on 3rdMarch 2020.

The successful Resolution Applicant NBCC (India) Limited preferred to file an appealwith NCLAT on 20th March 2020 against the modifications made to the Resolution Plan byNCLT The Hon'ble NCLAT vide its interim order dated 22nd April 2020 directed that:

‘Meanwhile till further orders the approved ‘Resolution Plan' may beimplemented subject to outcome of this Appeal.

It was further directed that the Interim Resolution Professional may constitute‘Interim Monitoring Committee' comprising of the ‘Successful ResolutionApplicant' i.e. the Appellant and the three major Institutional Financial Creditors whowere Members of the ‘Committee of Creditors' as named above.'

Accordingly the IRP constituted the IMC comprising of NBCC India Limited IDBI BankLimited (Lender) India Infrastructure Finance Company Limited (Lender) LIC of India(Lender) and Sh. Anuj Jain (IRP) The Resolution Plan was not implemented by the ResolutionApplicant (RA). The implementation may take place post finalization of the appeals as perthe resolution plan.

Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between JaypeeKensington Boulevard Apartments Welfare Association & Ors. Vs NBCC (India) Ltd &Ors. vide its order dated 06.08.2020 has transferred all the pending appeals/cases withNCLAT 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 Hon'ble NCLAT and ordered the InterimResolution Professional (IRP) to manage the affairs of the company. The arguments in thematter before Hon'ble Supreme Court concluded on 8th October 2020 and judgement on thesame is reserved.

Features of Resolution Plan

Salient features of the Resolution plan alongwith other material information are givenin Note No. 31 of the Standalone Financial Statement and Note no. 33 of the ConsolidatedFinancial Statement. The information is provided only for the understanding of the usersof Financial Statement. The arguments in the matter before Hon'ble Supreme Court concludedon 8th October 2020 and the judgment on the same is reserved. The final outcome will bedependent upon finalization of appeal(s) by the Hon'ble Supreme Court.

Approval of the Financial Statements 2019-20 and the Report to the Shareholders

As detailed above Hon'ble NCLT Principal Bench (NCLT) approved the Resolution Plan ofNBCC (India) Limited (NBCC) with certain modifications vide order dated 3rd March 2020.The NBCC preferred to file an appeal with NCLAT on 20th March 2020 against themodifications made to the Resolution Plan by NCLT NCLAT vide its interim order dated 22ndApril 2020 gave certain directions. In accordance with the directions of NCLAT an InterimMonitoring Committee (IMC) was constituted consisting of the successful ResolutionApplicant; three Financial Creditors and the Interim Resolution Professional. The firstmeeting of IMC was held on 27th April 2020.

The Directors of the Company were of the view that since the Resolution Plan has beenapproved by NCLT the existing members of the Board of Directors have ceased to beDirectors of the Company from the date of the order i.e. 3rd March 2020 and hadreservations about approving and signing the Financial Statements of the Company for theyear ended on 31st March 2020. Accordingly the Financial Statements for 2019-20 of theCompany were considered and approved by the IMC in its meeting held on 30th July 2020. Atthat point of time the matter was under appeal before NCLAT

Subsequently Hon'ble Supreme Court vide its order dated 6th August 2020 transferredall the pending appeals/cases to itself i.e. to Supreme Court to avoid further delay inexecution of the scheme. Further it stayed the NCLAT order dated 22nd April 2020 andordered the Interim Resolution Professional to manage the affairs of the Company. Thearguments in the matter before Hon'ble Supreme Court concluded on 8th October 2020 andjudgment on the same is reserved.

The IRP in view of having entrusted with the management of the affairs of the Companyis submitting this Report in compliance with the provisions of the Companies Act 2013the rules and regulations framed thereunder ("Act") and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations"). This Report was discussed in a meeting held withthe key management persons and thereafter approved by the IRP

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company (Standalone) for the financial year ended 31stMarch 2020 is summarized below:-

Particular Current year ended 31.03.2020 Previous Year ended 31.03.2019
(A) PROFITABILITY
1 Gross Total Revenue 158759.59 129279.38
2 Total Expenses (except depreciation & finance costs) 180494.53 101480.78
3 Finance Costs 178623.11 153099.20
4 Depreciation & amortization 4927.72 5081.80
5 Total Expenses (2:4) 364045.36 259661.78
6 Profit/(Loss) before Exceptional/ Extra-ordinary item (205285.77) (130382.40)
7 Exceptional/Extra-ordinary items - -
8 Profit/(Loss) before Tax (205285.77) (130382.40)
9 Profit/(Loss) after Tax (214275.77) (132568.67)
10 Other Comprehensive Income (3.60) (4.22)
11 Total Comprehensive Income (214279.36) (132572.89)
(B) ASSETS & LIABILITIES
1 Non Current Assets 1047848.47 1062620.52
2 Current Assets 1297540.39 1369241.68
3 Total Assets (1+2) 2345388.86 2431862.20
4 Equity Share Capital 138893.35 138893.35
5 Other Equity (236017.47) (21738.10)
6. Non Current Liabilities 677665.98 681722.53
7 Current Liabilities 1764847.00 1632984.42
8 Total Equity & Liabilities (4+5+6+7) 2345388.86 2431862.20

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 toll collectionw.e.f. 16th August 2012.

The Average Annual Daily Traffic (AADT) for the year ended on 31st March 2020 was27156 PCUs as compared to 27808 PCUs for the previous year ended on 31st March 2019which is lower by 2.34% over the previous year.

The revenue from Toll Collection for the year ended 31st March 2020 aggregated toRs.337.72 crores as compared to Rs. 345.70 Crores for the previous year ended 31st March2019 which is lower by 2.31% over the previous year.

The Average Annual Daily Traffic (AADT) and Toll Revenue registered a Compound AnnualGrowth Rate (CAGR) of 15.58% and 20.03% respectively since commencement of commercialoperations on 16th 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 32757 nos. of residentialunits sold by the company the company has provided Offer of Possession (OOPs) for 12919nos. of residential units as off 31.03.2020; and Occupancy Certificate applied for inrespect of 13240 Units.

The revenue from real estate for the year ended 31st March 2020 aggregated to Rs.1047.72 Crores as compared to Rs.756.43 Crores for the corresponding previous year ended31st March 2019. The Resolution Plan was not implemented by the Resolution Applicant(RA). The implementation may take place post finalization of the appeals as per theresolution plan.

COVID-19 pandemic and lockdown

A pneumonia of unknown cause was detected in China and was first reported to the WorldHealth Organisation (WHO) in December 2019 and soon it spread to the world in next fewmonths. The virus was named COVID-19 and declared pandemic by World Health Organization(WHO). To safeguard the nation from the perils of COVID 19 a Janta Curfew was announcedby the Hon'ble Prime Minister on 22.03.2020 and further the nationwide lockdown wasannounced w.e.f. 00.00 hours of 25th March 2020 for a period of 21 days which wasextended from time to time till 31-05-2020 with various guidelines and precautionarymeasures announced by the Central and the State Governments.

The Government of India Government of various States and UTs have been taking severalsteps e.g. assessing the situation on day to day basis definitive preventive emergentmedical social measures to combat this life threatening disease which posed a veryserious challenge to human race.

The COVID 19 virus has hit populations around the world and has resulted in manyrestrictions including free movement of people thereby hampering businesses and day today functioning of companies. Many cities/states have been badly affected by the pandemicand the areas are marked as different zones including containment zone with differentrestrictions as per guidelines.

The Government of India and the State Governments have in phased manner lifted partiallockdown restrictions from May/ June 2020 onwards with various precautions. However somerestrictions continue in containment zones and certain areas.

The Company took all the precautions as prescribed by the Central and State Governmentssuch as sanitization of office premises social distancing wearing of masks etc.

The Resolution Plan was not implemented by the Resolution Applicant (RA). Theimplementation may take place post finalization of the appeals as per the resolution plan.Further revenue from Yamuna Expressway in respect of toll collections etc. came down dueto effect of lockdown due to COVID-19.

There is a high level of uncertainty about the time required for things to get normal.As per current assessment there is no significant impact on carrying amounts ofinventories trade receivables investments and other financial assets otherwise than asstated in the financial statements.

The eventual outcome of the impact of the global health pandemic may be different fromthose estimated as on date of the approval of the financial results.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February 2015 issued by theMinistry of Corporate Affairs (MCA) Standalone and Consolidated Financial Statements ofthe Company for the Financial Year 2019-20 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 ShareCapital of the Company. As at 31st March 2020 the Authorized Share Capital of the Companywas Rs. 3000 Crores. The Paid-up Share Capital of the Company as on 31st March 2020 wasRs. 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 2020 the Secured Redeemable NonConvertible Debentures (NCDs) of theCompany aggregates to Rs. 211.95 Crore. The said Debentures are listed on BSE Limited. TheTrustee 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 itsimplementation.

8. SUBSIDIARY COMPANY

As on 31st March 2020 the Company has one subsidiary "Jaypee Healthcare Limited(JHCL)" which was incorporated on 30th October 2012 as wholly owned subsidiary ofthe Company with a vision of promoting world-class healthcare by providing quality andaffordable medical care with commitment. Jaypee Healthcare Limited has established a 504bed Super Speciality Hospital at Noida which is currently operational.

Financial Performance of the Subsidiary Company

During the Financial year 2019-20 the revenue of the Company was Rs. 294.77 Croreswhich was lower by 8.05% as compare to the previous year. The Company has incurred lossesof Rs. 107.55 Crores. COVID-19 and Lockdown has affected the operations and cash flow ofthe Company.

COVID-19 and its impact

COVID-19 pandemic has affected the world and the JHCL was no exception. The COVID-19outbreak has developed rapidly in 2020 with a significant number of infections. Measurestaken by the Indian Government to contain the virus have affected economic activity. Whilemany sectors are under pressure due to the spread of corona virus the Health sector isnot an exception.

Measures taken by various governments to contain the virus have affected economicactivity. The JHCL has taken a number of measures to monitor and prevent the effects ofthe COVID-19 virus such as safety and health measures for our employees (like socialdistancing and working from home to non-medical staff) and securing the supply ofmedicines that are essential. At this stage the impact on the business and results islimited. The Company will continue to follow the various national institutes' policies andadvice and in parallel will do utmost to continue its operations in the best and safestway possible without jeopardizing the health of our employees.

In India due to lockdown major impact on the Company such as:

1. Reduction in the number of OPDs surgeries etc. due to the decline in travelling ofNational and International patients.

2. Delay in payments/medical claims by Insurance companies.

3. Reduction in the occupancy of different wards.

4. Decline in cash credits for procurement of medicines and life saving drugs.

In this pandemic situation the company has made contribution by creation ofspecial/quarantine wards for COVID-19 patients at Jaypee Hospital Noida Anoopshahr andChitta.

The Company is hopeful that since now the Government has allowed the movement ofpeople the revenue of the hospital will increase in view of commencement of OPDssurgeries etc.

The working results of the Company for the year under review are as under:

Particular Year ended 31.03.2020 Year ended 31.03.2019
(A) PROFITABILITY
1 Gross Total Revenue 294.77 320.59
2 Total Expenses 402.10 397.06
3 Exceptional/Extra-ordinary items - -
4 Profit /(Loss) before Tax (107.33) (76.47)
5 Profit/ (Loss) after Tax (107.33) (76.47)
6 Total Comprehensive Income (107.55) (76.44)
(B) ASSETS & LIABILITIES
1 Non Current Assets 843.15 899.74
2 Current Assets 64.36 60.51
3 Total Assets (1+2) 907.51 960.25
4 Equity Share Capital 427.50 427.50
5 Other Equity (463.61) (356.06)
6 Non Current Liabilities 6.56 522.26
7 Current Liabilities 937.06 366.55
8 Total Equity & Liabilities (4+5+6+7) 907.51 960.25

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 this Report interms 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 Financial Statements isprovided in this Annual Report and is also available on the website of the Company atwww.jaypeeinfratech.com. These documents will be available for inspection during businesshours 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 remained suspended during theyear under review. However during previous year i.e. 2018-19 following IndependentDirectors had submitted resignations as per details given below:

S. Name of Independent Director No. Resignation submitted on
1 Shri Brij Behari Tandon 17-08-2018
2 Shri Shanti Sarup Gupta 17-08-2018
3 Shri Sundaram Balasubramanian 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 had also filed Form DIR-11 with the Ministry of Corporate Affairs.

The resignations received by Interim Resolution Professional placed for approval bythe Committee of Creditors (CoC) on 17-10-2018 in terms of the provisions of Section28(1)(j) of the Insolvency and Bankruptcy Code 2016were deemed to be rejected since41.38% of the member of CoC abstained from voting (which was considered as negative voteunder IBC).The resolution for acceptance of resignations required approval by 66% votingrights.

Thus whereas in terms of the decisions of the Committee of Creditors these directors'resignation has not been accepted the Ministry of Corporate Affairs has taken thecognizance of Form DIR-11 filed by respective Independent Director.

During FY 2019-20 terms of Shri Brij Behari Tandon Shri Basant Kumar Goswami and ShriSundaram Balasubraminian Independent Directors expired on 30th September 2019. The termof Shri Lalit Bhasin Independent Director expired on 8th February 2020. The term of ShriShanti Sarup Gupta and Shri Keshav Prasad Rau Independent Directors expired on 31st July2020 after the close of the FY 2019-20. These Directors had already submitted resignationsduring the financial year 2018-19.

During the year under review Shri Mohinder Paul Kharbanda erstwhile CompanySecretary retired on 31.05.2019 and Shri Surender Kumar Mata was appointed as CompanySecretary with effect from 01.06.2019.

As detailed earlier Hon'ble NCLT Principal Bench (NCLT) approved the Resolution Plan ofNBCC (India) Limited (NBCC) with certain modifications vide order dated 3rd March 2020.The Directors of the Company were of the view that since the Resolution Plan has beenapproved by NCLT the existing members of the Board of Directors have ceased to beDirectors of the Company from the date of the order i.e. 3rd March 2020. As perdirections issued by Hon'ble NCLAT vide its order dated 22nd April 2020 InterimMonitoring Committee was appointed. Hon'ble 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 has transferred all thepending appeals/ cases with NCLAT to itself i.e. to Supreme Court to avoid further delayin execution of scheme. Further it stayed the order dated 22.04.2020 of Hon'ble NCLAT andordered the Interim Resolution Professional (IRP) to manage the affairs of the company.The arguments in the matter before Hon'ble Supreme Court concluded on 8th October 2020and judgment on the same is reserved. A new Board of Directors of the Company may beconstituted by the Resolution Applicant in due course.

Consequent to NCLT Order dated 03.03.2020 approving the Resolution Plan submitted byNBCC (India) Limited Shri Pramod Kumar Aggarwal Chief Financial Officer demitted hisoffice to facilitate the successful Resolution Applicant to appoint new Chief FinancialOfficer. However the Interim Monitoring Committee in its meeting held on 27.04.2020unanimously decided that for smooth functioning/transition of the Company services ofShri Pramod Kumar Aggarwal Chief Financial Officer (CFO) would be immensely vital andrequested him to continue till 31st July 2020. The Interim Monitoring Committee in itsmeeting held on 30th July 2020 accepted the resignation of Shri Pramod Kumar AggarwalChief Financial Officer (CFO) of the Company with effect from the close of working hourson 31st July 2020 and appreciated the contribution made by Shri Aggarwal during hisassociation with the Company.

10.2 Retirement by Rotation

Shri Rakesh Sharma Director and Shri Sunil Kumar Sharma Director would have retiredby rotation at the ensuing Annual General Meeting. In view of the Resolution Plan of NBCC

(India) Limited having been approved and that the constitution of new Board ofDirectors' may take place in due course the matter for re-appointment of Directorsretiring by rotation was not considered.

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 had received Declarations of Independence from all the IndependentDirectors in the beginning of Financial Year 2018-19 confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013and Regulations 16(1)(b) and 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (the "Listing Regulations"). However during theprevious year the Independent Directors submitted resignation.

10.5 Board Evaluation

As the Company was under CIRP from 9th August 2017 till 3rd March 2020 the powers ofthe Board of Directors remained suspended and the affairs of the Company were beingconducted by IRP/RP Thereafter Interim Monitoring Committee has been appointed subsequentto order passed by the Hon'ble NCLAT on 22nd April 2020. Consequently no meeting of theDirectors was held during the Financial Year 2019-20 for such evaluation.

10.6 Familiarization of Independent Directors

During pre-CIRP period as and when required the Company used to conduct programmes forfamiliarization of Independent Directors with the Company and details of such programmeswere updated on the website of the Company at www.jaypeeinfratech.com. Further rolesrights responsibilities of Independent Directors in the Company nature of the industryin which the Company operates business model of the Company and other related matters areavailable on the Company's website. During the period under review it was not required toconduct programmes for familiarization of Independent Directors in view of the CIRP andthe resignations submitted by the Independent Directors.

10.7 Remuneration Policy

The Company has in place the following policies that were duly approved by theerstwhile Board on the recommendations of the Nomination and Remuneration Committee priorto commencement of CIR 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. RESPONSIBILITY STATEMENT UNDER SECTION 134(5)

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 theIRP that for the year ended 31st March 2020 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 remained suspended during CIRP period from09.08.2017 onwards and no Board/ Committee meetings were held during the Financial Yearunder report. The powers of board of directors were being excercised by the InterimResolution Professional (IRP) in accordance with Sections 17 and 23 of the InsolvencyCode. 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 RemunerationCommittee Stakeholders' Relationship Committee Corporate Social ResponsibilityCommittee Finance Committee and Fund Raising Committee prior to CIRP period. The Boardhad a defined set of guidelines duties and responsibilities and an established frameworkcommensurate with the applicable provisions of the Companies Act and Listing Regulationsfor conducting the meetings of the said Committees. A detailed note on the Board ofDirectors and its committees their scope etc. is provided under the Corporate GovernanceReport section of this Annual Report. The powers of board of directors and its committeesremained suspended during CIRP period and were/are being excercised by the RP/IRP/IMC inaccordance with Sections 17 and 23 of the Insolvency Code from the aforesaid date.Accordingly no meetings of the Committees were held during the Financial Year 2019-20.Further details are given in the Corporate Governance Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining high 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 Chief Financial Officer and/or Interim Resolution Professional ofthe Company 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/IMC is annexed to the Report onCorporate Governance.

A company undergoing insolvency resolution process however is exempted from therequirement of amongst others composition of board of directors constitution meetingsand terms of reference of the audit committee constitution meetings and terms ofreference of the nomination and remuneration committee constitution meetings and termsof reference of the stakeholders' relationship committee as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

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 were 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 were systematically discussedat the 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 had constituted CSR Committee brief details whereof are provided in theReport on Corporate Governance. The Company has also framed a CSR Policy as recommendedby the CSR Committee and approved by the erstwhile Board of Directors of the Company. Thesaid CSR Policy is available on the Company's website at www.jaypeeinfratech.com. Furtherthe CSR activities as mentioned in the Company's CSR Policy are carried out under theguidance 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 2019-20. 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

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) StatutoryAuditors of the Company hold office till the conclusion of the 15th AGM to be held in theyear 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 2020 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 1664 days.

Details of overdue interest on borrowings amounting to Rs. 555646.77 lakhs reflectedin Note no. 21 to the standalone financial statements which were outstanding as at 31stMarch 2020 are given below:

Name of Lender Interest Default (In Rs. Lacs)* Period of Default*
Axis Bank 6478.64 1 to 1035 days
Corporation Bank 43186.04 1 to 1583 days
ICICI Bank 13678.48 1 to 1005 days
IIFCL 57532.71 1 to 1339 days
State Bank of India 39290.81 1 to 1370 days
Bank of Maharashtra 25300.56 1 to 1552 days
IDBI Bank 247933.31 1 to 1339 days
Jammu & Kashmir Bank 14157.85 1 to 1521 days
Syndicate Bank 21109.92 1 to 1552 days
IFCI Limited 19614.22 1 to 1431 days
Union Bank of India 19354.08 1 to 1560 days
LIC of India 46370.53 1 to 1582 days
SREI Equipment Finance Limited 1639.62 1 to 928 days
Total 555646.77

*As per agreements with respective banks/financial institutions subject to ongoingappeal filed by successful Resolution Applicant with Hon'ble NCLAT (Refer Note No. 16 ofthe standalone financial statements).

Details of overdue principal repayments of borrowings amounting to Rs. 173685.26 Lacsreflected in Note no. 21 to the standalone financial statements which were outstanding asat 31st March 2020 are given below:

Name of Lender Principal Default (In Rs. lacs)* Period of Default*
Axis Bank 21195.00 821 days
Corporation Bank 12350.00 1185 days
ICICI Bank 5400.00 820 days
State Bank of India 24540.00 1185 days
Bank of Maharashtra 13750.00 1185 days
IDBI Bank 23250.00 1185 days
Jammu & Kashmir Bank 5400.00 820 days
Syndicate Bank 13750.00 1185 days

 

Name of Lender Principal Default (In Rs. lacs)* Period of Default*
IFCI Limited 4140.00 820 days
Union Bank of India 12400.00 1185 days
LIC of India 34800.00 1664 days
SREI Equipment Finance Limited 2060.26 867 days
IIFCL 450.00 90 days
Total 173685.26

*As per agreements with respective banks/financial institutions subject to ongoingappeal filed by successful Resolution Applicant with Hon'ble NCLAT (Refer Note No. 16 ofthe 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 ("IBC") vide order dated 09.08.2017 and 14.08.2018 passedby the Hon'ble National Company Law Tribunal ("NCLT") Allahabad read with orderdated 09.08.2018 passed by the Hon'ble Supreme Court of India in Writ Petition (Civil) No.744/2017 and order dated 06.11.2019 passed by the Hon'ble Supreme Court of India in thematter of Jaiprakash Associates Ltd. & Anr. Vs. IDBI Bank Ltd. & Anr. (CivilAppeal bearing Diary No 27229 of 2019 and Civil Appeal No 6486 of 2019).

In terms of Hon'ble Supreme Court order dated 06.11.2019 the Committee of Creditor("CoC") approved the Resolution Plan of NBCC India Limited ("NBCC") on16.12.2019. The approved resolution plan was filed with Adjudicating Authority for itsapproval. The NCLT vide its order dated 03.03.2020 has approved the Resolution Plan withfew modifications.

The Successful Resolution Applicant (NBCC) preferred to file an appeal before theHon'ble National Company Law Appellate Tribunal ("NCLAT") against the Hon'bleNCLT order dated 03.03.2020 against certain modifications made to its Resolution Plan.

The Resolution Plan is not being implemented by the Resolution Applicant (RA). Theimplementation may take place post finalization of the appeals as per the resolution plan.

Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between JaypeeKensington Boulevard Apartments Welfare Association & Ors. Vs NBCC (India) Ltd &Ors. vide its order dated 06.08.2020 transferred all the pending appeals/cases with NCLATto itself i.e. to Supreme Court to avoid further delay in execution of scheme. Further itstayed the order dated 22.04.2020 and in the meanwhile Hon'ble Supreme Court has orderedthe Interim Resolution Professional (IRP) to manage the affairs of the company. Thearguments in the matter before Hon'ble Supreme Court concluded on 8th October 2020 andjudgement on the same is reserved.

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 selfexplanatory and do not call forany 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 the Secretarial Auditor of the Companyconducted the secretarial audit for the Financial Year ended 31st March 2020 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the Financial Year ended 31st March 2020 is annexed as Annexure V tothis Report.

The Secretarial Audit Report furnished by Ms Sunita Mathur for the financial year ended31st March 2020 contains some observations that are self-explanatory and need no furthercomments. On other observations Company's reply under section 134(3)(f)(ii) of theCompanies Act 2013 is as under:

Observation : Disclosure to the Stock Exchanges in respect of order of National CompanyLaw Appellate Tribunal New Delhi dated 01.08.2019 under Regulation 30 (6) read with subclause 16(l) of schedule III part A clause A of LODR was not made.

Company's Reply : The Hon'ble NCLT in its order dated 16.05.2018 had directed thatsecurities provided by the Company to the lenders of holding company be released and thesecurity interest created by the Company in favour of lenders of holding company bedischarged as it found the transactions fraudulent undervalued and preferential. HoweverHon'ble NCLAT when approached by the concerned lenders and holding company set aside theorder passed by NCLT vide its order dated 01.08.2019. The Hon'ble Supreme Court whilehearing the matter under Miscellaneous Application No.1122/2019 in Writ Petition (C)No.744 of 2017 Chitra Sharma passed an order on 02.08.2019 to maintain a status quo by allconcerned. The disclosure was made to the Stock Exchanges when final order in the matterwas passed by the Hon'ble Supreme Court on 26th February 2020.

Observation : Disclosure of approval of resolution plan of NBCC with certainmodifications by Hon'ble NCLT Principal Bench (Delhi) pronounced on 03.03.2020 wasrequired to be made as per following provisions of LODR: —

1. Pursuant to Regulation 30 (6) read with sub clause 16(m) of Schedule III Part AClause A.

2. Pursuant to Regulation 23(4) 24(5) 24(6) & 37(7) to avail the benefit ofexception from applicability of respective regulation if applicable.

Company's Reply : The order copy was made available on 05.03.2020 and accordinglyreporting was done on 06.03.2020

Observation : Disclosure of list of creditors as required to be displayed by thecorporate debtor under Regulation 13(2) (c) of the IBBI (Insolvency Resolution Process forCorporate Persons) Regulations 2016 pursuant to Regulation 30 (6) read with sub clause16(e) of Schedule III Part A Clause A was not made.

Company's Reply : The Regulation 13(2)(c) of the IBBI (Insolvency Resolution Processfor Corporate Persons) Regulations 2016 requires list of creditors presented at the firstmeeting of the Committee of Creditor to be displayed at the website of the Company andListing Regulations requires disclosure of that list to the Stock Exchanges. The CorporateInsolvency Resolution Process of the Company recommenced on 9th August 2018 and the listof creditor presented to the Committee was displayed on the website and also disclosed tothe Stock exchanges.

Other Matters

The matter in respect of Show Cause Notice from SEBI in respect of violations withregard to NCDs was replied to by the Company and the hearing took place on 18th August2020. The order is yet to be issued by SEBI.

The Company has submitted the information sought by the Serious Fraud InvestigationOffice (SFIO) Ministry of Corporate Affairs in matter of investigation initiated by SFIOunder Section 212(1)(c ) of the Companies Act 2013

22.3 SECRETARIAL STANDARDS

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

22.4 COST AUDITORS

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 2019-20 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 Companies Act 2013regulating the acceptance of deposits by the Company were introduced the Company had46253 outstanding Fixed Deposits aggregating Rs.363.19 crores (excluding interest). Upto31st March 2020 the Company has settled 40584 fixed deposits aggregating Rs.250.02crores. Consequently there were 5669 outstanding fixed deposits aggregating Rs.113.17crores 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 did not make any payments to any classof creditors during the period under review.

The Hon'ble NCLT Principal Bench vide its order dated 3rd March 2020 has directedthat FD holders who have not made claims which have been reflected in the records of theCorporate Debtor the Resolution Plan Applicant shall make a provision to clear their duesas and when the unclaimed FD holder claims it and this right will remain in force as longas they are entitled to claim under Companies Act 2013. The NBCC (India) Limited hasinter-alia filed an appeal against the NCLT order with the Hon'ble NCLAT. The Hon'bleNCLAT vide its interim order dated 22nd April 2020 directed that:

‘Meanwhile till further orders the approved ‘Resolution Plan' may beimplemented subject to outcome of this Appeal.

It was further directed that the Interim Resolution Professional may constitute‘Interim Monitoring Committee' comprising of the ‘Successful ResolutionApplicant' i.e. the Appellant and the three major Institutional Financial Creditors whowere Members of the ‘Committee of Creditors' as named above.'

Accordingly the IRP constituted the IMC comprising of NBCC India Limited IDBI BankLimited (Lender) India Infrastructure Finance Company Limited (Lender) LIC of India(Lender) and Sh. Anuj Jain (IRP). The Resolution Plan was not implemented by theResolution Applicant (RA). The implementation may take place post finalization of theappeals as per the resolution plan.

Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between JaypeeKensington Boulevard Apartments Welfare Association & Ors. Vs NBCC (India) Ltd &Ors. vide its order dated 06.08.2020 transferred all the pending appeals/cases with NCLATto itself i.e. to Supreme Court to avoid further delay in execution of scheme. Further itstayed the order dated 22.04.2020 and in the meanwhile Hon'ble Supreme Court has orderedthe Interim Resolution Professional (IRP) to manage the affairs of the company. Thearguments in the matter before Hon'ble Supreme Court concluded on 8th October 2020 andjudgement on the same is reserved.

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 2020 inprescribed 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/NCLAT/Hon'ble Supreme Court order(s) related to matters under CIRP

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.

31. ACKNOWLEDGEMENT

The Company places on record its sincere appreciation and gratitude for the assistanceand co-operation received from the Financial Institutions Banks Government authoritiesCustomers and Vendors during the year under report. Your Company also wishes to place onrecord its deep sense of appreciation for the committed services by the Company'sexecutives staff and workers.

For Jaypee Infratech Limited
Place: Noida Anuj Jain
Dated: 18th November 2020 Interim Resolution Professional
IP Registration No. IBBI/IPA-001/ IP-P00142/2017-18/10306

.