The Interim Resolution Professional (IRP) presents to the Members the14th Annual Report of the Company together with the Audited Financial Statements(Standalone and Consolidated) for the Financial Year ended 31st March 2021 whichincludes the Report to the Shareholders.
Corporate Insolvency Resolution Process (CIRP)
Pursuant to the directive of Reserve Bank of India (RBI) dated 15thJune 2017 IDBI Bank Limited the lead lender for consortium of lenders filed anapplication under section -7 of the Insolvency and Bankruptcy Code 2016 read with Rule -4 of the Insolvency and Bankruptcy Code 2016 (Insolvency Code) at Hon'ble NationalCompany Law Tribunal (NCLT) at Allahabad to initiate Insolvency Resolution Process againstthe Company.
The Company has been undergoing Corporate Insolvency Resolution Process(CIRP) under the provisions of the Insolvency and Bankruptcy Code 2016 (Insolvency Code)in terms of order dated August 9 2017 passed by Hon'ble National Company Law Tribunal(NCLT) Allahabad Bench. Pursuant to the initiation of CIRP vide aforesaid order theadjudicating authority appointed Mr. Anuj Jain as Interim Resolution Professional (IRP)to carry the functions as mentioned under the Code and later on Committee of Creditors(CoC) approved the appointment of Mr. Anuj Jain the IRP as Resolution Professional (RP).As per the CIRP the Resolution Plan submitted by prospective Resolution Applicant asshortlisted by CoC and put to vote was not approved by CoC.
Further the Hon'ble Supreme Court of India in disposal of WritPetition (Civil) No. 744/2017 filed by some of the home-buyers revived the periodprescribed under Insolvency Code by another 180 days w.e.f. the date of the order i.e.9th August 2018 and directed the Interim Resolution Professional (IRP) to follow theprovisions of Insolvency Code afresh in all respects. The order also permitted the NCLT togrant a further extension of 90 days if required in accordance with the provisions ofInsolvency Code. Hon'ble NCLT vide its order dated 28th January 2019 extended the CIRPfor a period of 90 days beyond 180 days.
The Hon'ble NCLT Allahabad in an application filed by the IDBI Bankdirected per its orders dated 6th May 2019 and 21st May 2019 that CoC and IRP must beallowed to proceed further with the CIRP process in accordance with law. The matter wassubsequently heard before Hon'ble National Company Law Appellate Tribunal (NCLAT).Further Hon'ble Supreme Court of India vide order dated 6th November 2019 directed IRPto complete the CIRP within a period of 90 days from the date of the said order. As perdirections of the order IRP invited the Resolution Plans from two Resolution Applicants.The Committee of Creditors approved the resolution plan submitted by NBCC (India) Limitedand IRP filed the same with Hon'ble NCLT for its approval. The Hon'ble NCLT PrincipalBench New Delhi approved the Resolution plan of the NBCC (India) Limited with certainmodifications on 3rd March 2020.
The successful Resolution Applicant NBCC (India) Limited preferred tofile an appeal with NCLAT on 20th March 2020 against the modifications made to theResolution Plan by NCLT. The Hon'ble NCLAT vide its interim order dated 22nd April 2020directed that:
Meanwhile till further orders the approved ResolutionPlan' may be implemented subject to outcome of this Appeal. It was further directed thatthe Interim Resolution Professional may constitute Interim Monitoring Committee'(IMC) comprising of the Successful Resolution Applicant' i.e. the Appellant andthe three major Institutional Financial Creditors who were Members of the Committeeof Creditors' as named above.'
Accordingly the IRP constituted the IMC comprising of NBCC IndiaLimited IDBI Bank Limited (Lender) India Infrastructure Finance Company Limited(Lender) LIC of India (Lender) and Sh. Anuj Jain (IRP). The Resolution Plan was notimplemented by the Resolution Applicant (RA).
Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020between Jaypee Kensington Boulevard Apartments Welfare Association & Ors. Vs NBCC(India) Ltd & Ors. vide its order dated 06.08.2020 transferred all the pendingappeals/cases with NCLAT to itself i.e. to Supreme Court to avoid further delay inexecution 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 concluded on 8th October 2020 and Hon'bleSupreme Court of India vide its order dated 24th March 2021 directed to complete CIRPwithin 45 days from the date of the order while inviting fresh/modified resolution plansfrom Suraksha and NBCC only.
Pursuant to the directions of Hon'ble Supreme Court the InterimResolution Professional invited fresh/modified Resolution Plan from NBCC and SurakshaRealty Limited which were put to vote by the CoC. The final Resolution Plan of SurakshaRealty Limited along with Lakshdeep Investments and Finance Private Limited("Suraksha") was passed with 98.66% votes. The Interim Resolution Professionalhas filed the resolution plan of Suraksha as approved by Committee of Creditors with theAdjudicating Authority i.e. Hon'ble National Company Law Tribunal Principal Bench NewDelhi on 07.07.2021 and the same is pending adjudication before Adjudicating Authority.
The Hon'ble Supreme Court has also allowed the time extensionapplication of CoC to complete the CIRP
Approval of the Financial Statements 2020-21 and the Report to theShareholders
As the powers of the Board of Directors have been suspended thefinancial statements have not been approved by the Board of Directors. However the samehas been reviewed and signed by IRP & signed by Company Secretary. The position of CFOhad become vacant pursuant to resignation of former CFO since July 312020.
The IRP in view of having entrusted with the management of the affairsof the Company is submitting this Report in compliance with the provisions of theCompanies Act 2013 the rules 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 financialyear ended 31st March 2021 is summarized below:-
(Rs. in Lacs)
|Particular ||Current year ended 31.03.2021 ||Previous Year ended 31.03.2020 |
|(A) PROFITABILITY || || |
|1 Gross Total Revenue ||61582.77 ||158759.59 |
|2 Total Expenses (except depreciation & finance costs) ||79198.55 ||180494.53 |
|3 Finance Costs ||204374.51 ||178623.11 |
|4 Depreciation & amortization ||4859.85 ||4927.72 |
|5 Total Expenses (2:4) ||288432.91 ||364045.36 |
|6 Profit/(Loss) before Exceptional/ Extra-ordinary item ||(226850.14) ||(205285.77) |
|7 Exceptional/Extra-ordinary items ||- ||- |
|8 Profit/(Loss) before Tax ||(226850.14) ||(205285.77) |
|9 Profit/(Loss) after Tax ||(226850.14) ||(214275.77) |
|10 Other Comprehensive Income ||(4.10) ||(3.60) |
|11 Total Comprehensive Income ||(226854.24) ||(214279.36) |
|(B) ASSETS & LIABILITIES || || |
|1 Non Current Assets ||998369.43 ||1047848.47 |
|2 Current Assets ||1333121.22 ||1297540.39 |
|3 Total Assets (1+2) ||2331490.65 ||2345388.86 |
|4 Equity Share Capital ||138893.35 ||138893.35 |
|5 Other Equity ||(462871.71) ||(236017.47) |
|6. Non Current Liabilities ||622255.96 ||677665.98 |
|7 Current Liabilities ||2033213.05 ||1764847.00 |
|8 Total Equity & Liabilities (4+5+6+7) ||2331490.65 ||2345388.86 |
2 RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
Jaypee Infratech Limited (JIL) has developed Yamuna Expressway projectwhich inter-alia includes 165 km six lane access controlled expressway from Noida to Agrawith provision for expansion to eight lanes with service roads and associated structures.Yamuna Expressway 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 31stMarch 2021 was 26767 PCUs as compared to 27156 PCUs for the previous year ended on 31stMarch 2020 which is lower by 1.43% over the previous year.
The revenue from Toll Collection for the year ended 31st March 2021aggregated to Rs. 334.18 crores as compared to Rs. 337.72 Crores for the previous yearended 31st March 2020 which is lower by 1.05% over the previous year.
The Average Annual Daily Traffic (AADT) and Toll Revenue registered aCompound Annual Growth Rate (CAGR) of 13.26% and 17.16% respectively since commencementof commercial operations on 16th August 2012.
The company has launched 37510 Units till 31st March 2021 (37510Units till 31st March 2020) across its land parcel 1 i.e. Noida; Land parcel 3 i.e.Mirzapur & land parcel 5 i.e. Agra. Out of the said 37510 Units the company has sold32747 Units (Out of the same Occupancy Certificate (OC) applied/ received for 13237Units and Offer of Possession were issued for 12917 Units) till 31st March 2021.
The revenue from real estate for the year ended 31st March 2021aggregated to Rs.36.26 Crores as compared to Rs.1047.72 Crores for the correspondingprevious year ended 31st March 2020. The Resolution Plan was not implemented by theResolution Applicant (RA).
COVID-19 pandemic and lockdown
To safeguard the nation from the perils of COVID-19 which was declaredpandemic by World Health Organisation nationwide lockdown was announced w.e.f. 25thMarch 2020 for a period of 21 days which was extended from time to time till 31st May2020 and further till 31st July 2020 with various guidelines and precautionary measuresannounced by the Central and the State Governments. Further in April 2021 state-wide lockdown was imposed which lasted till 7th June 2021.
The Government of India Government of various States and UTs tookseveral steps e.g. assessing the situation on day to day basis definitive preventiveemergent medical social measures to combat this life threatening disease which posed avery serious challenge to human race. The COVID-19 virus has hit populations around theworld and has resulted in many restrictions including free movement of people therebyhampering businesses and day to day functioning of companies. Many cities/states werebadly affected by the pandemic and resulted in various restrictions as per guidelines.
The lockdown restrictions were lifted from May/June 2020 onwards withvarious precautions. The Company took all the precautions as prescribed by the Central andState Governments such as sanitization of office premises social distancing wearing ofmasks etc.
The Resolution Plan of NBCC as approved on 3rd March 2020 by theAdjudicating Authority was not implemented. Further revenue from Yamuna Expressway inrespect of toll collections etc. fluctuated due to effect of lockdown owing to COVID-19.
The operations of the company have resumed / shall resume in a phasedmanner in compliance with the directives of both State and Central Governments. There isan uncertainty about the time required for things to get normal.
The eventual outcome of the impact of the global health pandemic may bedifferent from those estimated as on date of the approval of the financial results.
3. INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16th February 2015issued by the Ministry of Corporate Affairs (MCA) Standalone and Consolidated FinancialStatements of the Company for the Financial Year 2020-21 have been prepared as per Ind AS.
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 andPaid-up Share Capital of the Company. As at 31st March 2021 the Authorized Share Capitalof the Company was Rs. 3000 crores. The Paid-up Share Capital of the Company as on 31stMarch 2021 was Rs. 13889334970 divided into 1388933497 Equity Shares of Rs.10 each.
During the year under report your Company has not issued any sharesunder any employee stock option schemes sweat equity shares or any equity shares withdifferential rights as to dividend voting or otherwise. Further the Company has notbought back its own securities during the year under report.
7. NON-CONVERTIBLE DEBENTURES
As at 31st March 2021 the Secured Redeemable NonConvertibleDebentures (NCDs) of the Company aggregates to Rs. 211.95 crore. The said Debentures arelisted on BSE Limited. The Trustee for the said Debentures is M/s Axis Trustee ServicesLimited.
The NCDs are part of the Resolution Plan and shall be dealt withaccordingly upon its approval/implementation.
8. SUBSIDIARY COMPANY
As on 31st March 2021 the Company has one subsidiary "JaypeeHealthcare Limited (JHCL)" which was incorporated on 30th October 2012 as whollyowned subsidiary of the Company with a vision of promoting world-class healthcare byproviding quality and affordable medical care with commitment. Jaypee Healthcare Limitedhas established a 504 bed Super Speciality Hospital at Noida which is currentlyoperational.
Financial Performance of the Subsidiary Company
During the Financial year 2020-21 the revenue of the Company was Rs.188.35 crores which was lower by 36% as compared to the previous year. The Company hasincurred losses of Rs. 122.08 crores in Financial Year 2020-21.
COVID-19 and its impact
Covid-19 Pandemic has affected the world and the JHCL is no exception.The Covid-19 first wave outback developed rapidly in last quarter 2020 with a significantnumber of infections. Measures taken by the Indian Government to contain the virus haveaffected economic activities. Major impacts of Covid-19 on the Company are as under:
1. Reduction in the number of OPDs & IPDs. Limited Patients bothfrom Domestic & International were coming for surgeries in view of restrictions ondomestic & international travel.
2. The occupancy has fallen approx. 40 in April 2020 as against 180normal.
3. Organ Transplant Revenue reduced from April 2020 to October 2020.Substantial downfall due to Covid-19 and restriction on international patients.
4. Due to increase in demand of critical medicines/consumer billsneeded by Covid-19 patients hospital was forced to buy the medicines/injections on cashpayment basis.
Country's battle against Covid-19 Pandemic to serve the humanity asits prime motive Hospital contributed and continued its operations in the best and safestway without jeopardizing the health of its employees. Jaypee Hospital has created special/ quarantine wards for Covid-19 patients at its various locations i.e. Noida Anoopshahrand Chitta.
In the month of April- May 2021 the Country was again affected by thesecond wave of Covid-19 Pandemic. To deal with such an emergency situation JHCL equippeditself with proper Oxygen Beds /ICUs Ventilators and also established its own OxygenPlant.
The Company is providing its full support to Jaypee Institute ofInformation Technology (JIIT) to set up 100 Beds Sai Advance Covid Care Centre at JIITCampus Sector 128 Wish Town Noida under the medical supervision/ technical support ofJaypee Hospital to fight with the likely eruption of third wave of Covid -19 Pandemic.
The Government of India has issued directions to all public/ privatehospitals to have their in house oxygen plants. JHCL has proactively installed its oxygenplant on 14th June 2021.
The working results of the Company for the year under review are asunder:
(Rs. in crores)
|Particular ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|(A) PROFITABILITY || || |
|1 Gross Total Revenue ||188.35 ||294.77 |
|2 Total Expenses ||310.74 ||402.10 |
|3 Exceptional/Extra-ordinary items ||- ||- |
|4 Profit /(Loss) before Tax ||(122.39) ||(107.33) |
|5 Profit/ (Loss) after Tax ||(122.39) ||(107.33) |
|6 Total Comprehensive Income ||(122.08) ||(107.55) |
|(B) ASSETS & LIABILITIES || || |
|1 Non Current Assets ||808.76 ||843.15 |
|2 Current Assets ||49.48 ||64.36 |
|3 Total Assets (1+2) ||858.24 ||907.51 |
|4 Equity Share Capital ||427.50 ||427.50 |
|5 Other Equity ||(585.69) ||(463.61) |
|6 Non Current Liabilities ||140.49 ||204.06 |
|7 Current Liabilities ||875.94 ||739.56 |
|8 Total Equity & Liabilities (4+5+6+7) ||858.24 ||907.51 |
9. CONSOLIDATED FINANCIAL STATEMENTS
The Statement containing salient features of the financial statementsof the subsidiary company in the prescribed format AOC-1 has been annexed as Annexure-Ito this Report in terms of Section 129 (3) of the Companies Act 2013.
The Audited Financial Statements including the Consolidated FinancialStatements of the Company with its subsidiary company and related information theretoalong with the Standalone Audited Financial Statements of the subsidiary Company preparedin accordance with 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
10.1 Changes in the Board / KMPs
Due to ongoing CIRP the Board of Directors continue to remain suspendedduring the year under review. During Financial Year i.e. 2018-19 following IndependentDirectors had submitted resignations as per details given below:
|S. No. Name of Independent Director ||Resignation submitted on ||Expiry of tenure as per term of appointment |
|1 Shri Brij Behari Tandon ||17-08-2018 ||30-09-2019 |
|2 Shri Shanti Sarup Gupta ||17-08-2018 ||31-07-2020 |
|3 Shri Sundaram Balasubramanian ||24-08-2018 ||30-09-2019 |
|4 Shri Keshav Prasad Rau ||09-09-2018 ||31-07-2020 |
|5 Shri Basant Kumar Goswami ||10-09-2018 ||30-09-2019 |
|6 Shri Lalit Bhasin ||12-09-2018 ||08-02-2020 |
|7 Shri Sham Lal Mohan ||17-09-2018 ||22-11-2021 |
These Directors had also filed Form DIR-11 with the Ministry ofCorporate Affairs.
The resignations received by Interim Resolution Professional placedfor approval before the CoC on 17-10-2018 in terms of the provisions of Section 28(1)(j)of the Insolvency and Bankruptcy Code 2016 were deemed to be rejected since 41.38% ofthe member of CoC abstained from voting (which was considered as negative vote underInsolvency Code). The resolution for acceptance of resignations required approval by 66%voting rights.
Thus whereas in terms of the decisions of the CoC the resignations ofthese directors have not been accepted the Ministry of Corporate Affairs has taken thecognizance of Form DIR-11 filed by respective Independent Director.
As informed earlier the Interim Resolution Professional has filed on07.07.2021 the resolution plan of Suraksha as approved by Committee of Creditors with theAdjudicating Authority i.e. Hon'ble National Company Law Tribunal Principal Bench NewDelhi. A new Board of Directors of the Company may be constituted by the ResolutionApplicant in due course.
Shri Pramod Kumar Aggarwal Chief Financial Officer (CFO) of theCompany resigned with effect from the close of working hours on 31st July 2020 and thecontribution made by Shri Aggarwal during his association with the Company is appreciated.
10.2 Retirement by Rotation
Shri Rakesh Sharma Director and Shri Sunil Kumar Sharma Director wereto retire by rotation at the last Annual General Meeting held in 2020 however in view ofthe Resolution Plan
of NBCC (India) Limited having been approved the matter forre-appointment of Directors retiring by rotation was not considered.
Further in view of Resolution Plan of Suraksha Realty Limited asapproved by the CoC having been filed with Adjudicating Authority the matter forre-appointment of Directors retiring by rotation is not considered.
10.3 Key Managerial Personnel
The details about the Whole-time Key Managerial Personnel are given inthe Corporate Governance Report which forms part of the Annual Report.
10.4 Declarations of Independence
The Company had received Declarations of Independence from all theIndependent Directors in the beginning of Financial Year 2018-19 confirming that theymeet the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (the "Listing Regulations"). However during theFinancial Year 2018-19 the Independent Directors submitted resignation.
10.5 Board Evaluation
As the Company remained under CIRP from 9th August 2017 onwards thepowers of the Board of Directors remained suspended and the affairs of the Company werebeing conducted by IRP/RP The Interim Monitoring Committee (IMC) was appointed subsequentto order passed by the Hon'ble NCLAT on 22nd April 2020. IMC remained functional till06th August 2020 i.e. the date of Order issued by Hon'ble Supreme Court and the affairsof the Company are being conducted by IRP from the date of the said order. Consequentlyno meeting of the Directors was held during the Financial Year 2020-21 for suchevaluation.
10.6 Familiarization of Independent Directors
During pre-CIRP period as and when required the Company used toconduct programmes for familiarization of Independent Directors with the Company anddetails of such programmes were updated on its website i.e. www.jaypeeinfratech.com.Further roles rights responsibilities of Independent Directors in the Company natureof the industry in which the Company operates business model of the Company and otherrelated matters are available on the Company's website. During the period under review itwas not required to conduct programmes for familiarization of Independent Directors inview of the CIRP and the resignations submitted by the Independent Directors.
10.7 Remuneration Policy
The Company has in place the following policies that were duly approvedby the erstwhile Board on the recommendations of the Nomination and Remuneration Committeeprior to commencement of CIRP:
a) Policy for selection of Directors and determining Directors'independence which is annexed as Annexure II-A to this Report.
b) Remuneration Policy for Directors Key Managerial Personnel andother employees which is annexed as Annexure II-B to this Report.
11. RESPONSIBILITY STATEMENT UNDER SECTION 134(5)
Pursuant to Section 134(5) of the Companies Act 2013 based oninternal financial controls work performed by the internal statutory cost andsecretarial auditors and external agencies the reviews performed by the management andwith the concurrence of the IRP that for the year ended 31st March 2021 the confirmationis hereby given for the Company having:
a) Followed in the preparation of the annual accounts the applicableaccounting standards with proper explanation relating to material departures.
b) Selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period.
c) Taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) Prepared the annual accounts on a going concern basis.
e) Laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f) Devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate operating effectively and thesame are being strengthened on continuous basis from time to time.
12. MEETINGS OF THE BOARD OF DIRECTORS
The powers of the Board of Directors remained suspended during CIRPperiod from 09.08.2017 onwards and no Board/ Committee meetings were held during theFinancial Year under report. The powers of board of directors were being excercised by theInterim Resolution Professional (IRP) in accordance with Sections 17 and 23 of theInsolvency Code. Further details are given in the Corporate Governance Report.
IMC comprising of NBCC India Limited IDBI Bank Limited (Lender) IndiaInfrastructure Finance Company Limited (Lender) LIC of India (Lender) and Sh. Anuj Jain(IRP) took various decisions between the period it was functional i.e. 20.04.2020 to06.08.2020. Thereafter Interim Resolution Professional (IRP) is managing the affairs ofthe company as per directions of the Hon'ble Supreme Court.
13. COMMITTEES OF THE BOARD
The Board had six committees namely the Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee Corporate SocialResponsibility Committee Finance Committee and Fund Raising Committee prior to CIRPperiod. The Board had a defined set of guidelines duties and responsibilities and anestablished framework commensurate with the applicable provisions of the Companies Act andListing Regulations for conducting the meetings of the said Committees. A detailed note onthe Board of Directors and its committees their scope etc. is provided under theCorporate Governance Report section of this Annual Report. The powers of board ofdirectors and its committees remained suspended during CIRP period and were/are beingexcercised by the RP/IRP/IMC in accordance with Sections 17 and 23 of the Insolvency Codefrom the aforesaid date. Accordingly no meetings of the Committees were held during theFinancial Year 2020-21. Further details are given in the Corporate Governance Report.
14. CORPORATE GOVERNANCE
The Company is committed to maintaining high standards of CorporateGovernance and adheres to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India (SEBI). The Company continues to lay a strong emphasis ontransparency accountability and integrity and has also implemented several corporategovernance practices in this regard. A separate report on Corporate Governance in terms ofRegulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (the Listing Regulations') is provided in this Annual Reporttogether with the Certificate from the Statutory Auditors of the Company confirmingcompliance with the conditions of Corporate Governance as stipulated under the ListingRegulations.
The Chief Financial Officer (CFO) of the Company having resigned w.e.f.31st July 2020 the certificate in terms of the Regulation 17(8) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) was notsigned.
A company undergoing insolvency resolution process however isexempted from the requirement of amongst others composition of board of directorsconstitution meetings and terms of reference of the audit committee constitutionmeetings and terms of reference of the nomination and remuneration committeeconstitution meetings and terms of reference of the stakeholders' relationship committeeas required under SEBI (Listing obligation and disclosure requirement) Regulations 2015.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the operations andfinancial position of the Company as stipulated under Regulation 34(2)(e) of the ListingRegulations is presented in a separate section forming part of this Report.
16. LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees securities and investments madeby the Company during the year along with the purpose for which such loan or guarantee orsecurity is utilized/proposed to be utilized are provided in Note 4512 1316 and 21 ofthe accompanying Standalone Financial Statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Till the commencement of CIRP all Related Party Transactions enteredinto were in the ordinary course of business and on an arm's length basis and were notconsidered material in terms of the Company's Policy on materiality of related partytransactions which may be accessed on the website of the Company at the following linkhttp://www.jaypeeinfratech.com/policies/Policyon-Related-Party-Transactions.pdf. Sincecommencement of CIRP such transactions if any were being carried out in accordance withInsolvency Code.
Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed as Annexure-III tothis report.
The disclosure of transactions with related parties if any asrequired under Indian Accounting Standard (Ind AS) 24 is set out in Note No. 44 of theaccompanying Standalone Financial Statements.
18. RISK MANAGEMENT
The Company has put in place a mechanism to identify assess monitorand mitigate various risks associated with the business. Risks are analyzed and correctiveactions are taken for managing/mitigating them. Major risks identified were systematicallydiscussed at the meeting of the CoC/IMC of the Company. In line with the regulatoryrequirements the Company has in place the Risk Management Policy to identify and assessthe key risk areas monitor and report compliance and effectiveness of the policies andprocedures.
19. VIGIL MECHANISM
The Company has in place Whistle Blower (Vigil) Mechanism for itsDirectors and Employees to report instances of any genuine concerns/grievances about anysuspected or actual misconduct/ malpractice/ fraud/ unethical behavior without fear ofintimidation or retaliation. The Policy on Whistle Blower (Vigil) Mechanism may beaccessed on the Company's website at www.jaypeeinfratech.com.
20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company's internal financial control systems are commensurate withthe nature of its business and the size and complexity of its operations. The complianceof checks and balances is ensured by the Internal Auditor and Statutory Auditors of theCompany. The Board had also adopted policies and procedures for ensuring orderly andefficient conduct of its business including adherence to the Company's Policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of the reliable financialdisclosures. During the year under report the Company has in all material respects anadequate internal financial control system over financial reporting and the same areoperating effectively.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR )
The Company had constituted CSR Committee brief details whereof areprovided in the Report on Corporate Governance. The Company has also framed a CSR Policyas recommended by the CSR Committee and approved by the erstwhile Board of Directors ofthe Company. The said CSR Policy is available on the Company's website atwww.jaypeeinfratech.com. Further the CSR activities as mentioned in the Company's CSRPolicy are carried out under the guidance of the said Committee/RP/IRP
The Company was not required to spend any amount on the bases of theaverage net profits during the three immediately preceding financial years on theCompany's CSR activities during the Financial Year 2020-21. The Annual Report on CSRactivities as required under Section 135 of the Companies Act 2013 read with Rule 8 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed herewith asAnnexure-IV to this Report.
22. AUDITORS AND AUDITORS' REPORT
22.1 STATUTORY AUDITORS
In terms of the provisions of Section 139(2) of the Companies Act2013 M/s Dass Gupta & Associates Chartered Accountants (Firm Registration No.000112N) Statutory Auditors of the Company hold office till the conclusion of the 15thAGM to be held in the year 2022.
M/s Dass Gupta & Associates Chartered Accountants have confirmedthat they have subjected themselves to the peer review process of the Institute ofChartered Accountants of India (ICAI) and hold a valid certificate issued by the PeerReview Board of the ICAI. They have also furnished a declaration confirming theirindependence as well as their arm's length relationship with the Company.
The Auditors' Report furnished by M/s Dass Gupta & Associates onthe financial statements for the financial year ended 31st March 2021 contains thefollowing observations:
Point No. (viii) of Annexure-B of the Auditors' Report onStandalone Financial Statements
Based on the audit procedure and according to the information andexplanations given to us we are of the opinion that the company has defaulted inrepayment of principal and/or interest to banks financial institutions & debentureholders wherein the period of delay ranges from 1 to 2029 days.
Details of overdue interest on borrowings amounting to Rs. 760482.00lakhs reflected in Note no. 21 to the standalone financial statements which wereoutstanding as at 31st March 2021 are given below:
|Name of Lender ||Interest Default (In Rs. Lacs)* ||Period of Default* |
|Axis Bank ||8716.31 ||1 to 1400 days |
|Corporation Bank ||57746.94 ||1 to 1948 days |
|ICICI Bank ||20704.25 ||1 to 1370 days |
|IIFCL ||79352.86 ||1 to 1704 days |
|State Bank of India ||53621.82 ||1 to 1735 days |
|Bank of Maharashtra ||33570.09 ||1 to 1917 days |
|IDBI Bank ||343833.68 ||1 to 1704 days |
|Jammu & Kashmir Bank ||18776.69 ||1 to 1886 days |
|Syndicate Bank ||28805.16 ||1 to 1917 days |
|IFCI Limited ||28007.53 ||1 to 1796 days |
|Union Bank of India ||25330.36 ||1 to 1925 days |
|LIC of India ||59860.93 ||1 to 1947 days |
|SREI Equipment Finance Limited ||2155.38 ||1 to 1293 days |
|Total ||760482.00 || |
*As per agreements with respective banks/financial institutions subjectto ongoing appeal filed by successful Resolution Applicant with Hon'ble NCLAT (Refer NoteNo. 16 of the standalone financial statements.).
Details of overdue principal repayments of borrowings amounting to Rs.211925.26 Lacs reflected in Note no. 21 to the standalone financial statements whichwere outstanding as at 31st March 2021 are given below:
|Name of Lender ||Principal Default (In Rs. lacs)* ||Period of Default* |
|Axis Bank ||21195.00 ||1 to 1186 days |
|Corporation Bank ||15550.00 ||1 to 1550 days |
|ICICI Bank ||7800.00 ||1 to 1185 days |
|State Bank of India ||30340.00 ||1 to 1550 days |
|Bank of Maharashtra ||16750.00 ||1 to 1550 days |
|IDBI Bank ||34650.00 ||1 to 1550 days |
|Jammu & Kashmir Bank ||7800.00 ||1 to 1185 days |
|Syndicate Bank ||16750.00 ||1 to 1550 days |
|IFCI Limited ||5980.00 ||1 to 1185 days |
|Union Bank of India ||14800.00 ||1 to 1550 days |
|LIC of India ||36000.00 ||1 to 2029 days |
|SREI Equipment Finance Limited ||2060.26 ||1 to 1232 days |
|IIFCL ||2250.00 ||1 to 455 days |
|Total ||211925.26 || |
*As per agreements with respective banks/financial institutions subjectto ongoing appeal filed by successful Resolution Applicant with Hon'ble NCLAT (Refer NoteNo. 16 of the standalone financial statements.).
The Company has been undergoing Corporate Insolvency ResolutionProcess ("CIRP") since 09.08.2017 in terms of the provisions of the Insolvency& Bankruptcy Code 2016 ("Insolvency Code") vide order dated 09.08.2017 and14.08.2018 passed by the Hon'ble National Company Law Tribunal ("NCLT")Allahabad read with order dated 09.08.2018 passed by the Hon'ble Supreme Court of India inWrit Petition (Civil) No. 744/2017 and order dated 06.11.2019 passed by the Hon'bleSupreme Court of India in the matter of Jaiprakash Associates Ltd. & Anr. Vs. IDBIBank Ltd. & Anr. (Civil Appeal bearing Diary No 27229 of 2019 and Civil Appeal No 6486of 2019).
The Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020between Jaypee Kensington Boulevard Apartments Welfare Association & Ors. Vs NBCC(India) Ltd & Ors. vide its order dated 06.08.2020 transferred all the pendingappeals/cases with NCLAT to itself. In the meantime Hon'ble Supreme Court directed theIRP to manage the affairs of Jaypee Infratech Limited. Further the Hon'ble Supreme Courtvide its judgment dated 24 March 2021 has directed the Interim Resolution Professional(IRP) to complete the CIRP within the extended time of 45 days from the date of thisjudgment by inviting modified/fresh resolution plans from by Suraksha Realty Limited alongwith Laksh deep Investments and Finance Private Limited ("Suraksha Group") andNBCC only giving them time to submit the same within 2 weeks from the date of thisjudgment. It is made clear that the IRP shall not entertain any expression of interest byany other person nor shall be required to issue any new information memorandum.
Accordingly The IRP invited fresh/ modified Resolution Plan from NBCCand Suraksha Group. Consequently both applicants have submitted their bids on 07.04.2021.Upon discussion of said resolution plan in CoC from time to time both applicants haverevised their bids. Subsequently the CoC approved the Final Resolution Plan submitted bySuraksha Group dated June 7 2021 (read with its addendum) on June 23 2021 and has beensubmitted to the Hon'ble NCLT principal bench Delhi on 07.07.2021. Objections were filedby ICICI bank Yamuna Expressway Industrial Development Authority Jaiprakash AssociatesLimited and others against the approved Resolution Plan of Suraksha group with Hon'bleNCLT Principal bench Delhi. At present the Matter is pending before Hon'ble NCLTPrincipal Bench Delhi for final adjudication.
The CoC also sought extension from Hon'ble Supreme Court till07.07.2021 to complete the CIRP which was granted by Hon'ble Supreme Court vide its orderdated 27.07.2021. The IRP is currently managing the operations of the JIL and accordinglythe financial results have been prepared on going concern basis.
The payment to the financial creditors (including lenders) is incumbentupon the final outcome of the CIRP
The remaining Notes to the financial statements are self-explanatoryand do not call for any further comments.
During the year under report no fraud was reported by the Auditorsunder second proviso to Section 143 (12) of the Companies Act 2013.
22.2 SECRETARIAL AUDITOR
Ms. Sunita Mathur Practising Company Secretary the SecretarialAuditor of the Company conducted the secretarial audit for the Financial Year ended 31stMarch 2021 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The Secretarial Audit Report for the Financial Year ended 31st March 2021 isannexed as Annexure V to this Report.
The Secretarial Audit Report furnished by Ms. Sunita Mathur for thefinancial year ended 31st March 2021 contains some observations that are self-explanatoryand need no further comments. On other observations Company's reply under section134(3)(f)(ii) of the Companies Act 2013 is as under:
Observation: Review Petitions filed by State Bank of India and ors. andAxis Bank and ors. under Review Petition (Civil) Diary Nos. 13559/2020 and 13684/2020 havebeen dismissed by Hon'ble Supreme Court vide order dated 18th August 2020 (uploaded on20.08.2020). 18th August 2020 order Intimation was made on 21/8/2020
Company Reply: The order was uploaded on the website of Hon'ble SupremeCourt on 20.08.2020 and the same was disclosed to Stock Exchanges within stipulated time.
Observation: In accordance to LODR Regulation 30 (2) Events specifiedin Para A of Part A of Schedule III are deemed to be material events and listed entityshall make disclosure of such events. Further Regulation 29 requires prior intimation ofmeeting of Board wherein proposals specified in the regulations are to be considered.
Hon'ble NCLAT vide its interim order dated April 22 2020 directedthat the Interim Resolution Professional may constitute Interim MonitoringCommittee' (IMC). Hence in the case of company under CIRP the powers are vested in theIRP/CoC and in present case IMC. Hence prior / post meetings intimation / disclosure wasrequired to be given to stock exchanges. Whereas during Financial Year 01.04.2020 to31.03.2021a total of 10 IMC meetings were held on following dates:
|S.No. IMC Date ||S.No. ||IMC Date |
|(i) 27.04.2020 ||(vi) ||11.06.2020 |
|(ii) 30.04.2020 ||(vii) ||27.06.2020 |
|(iii) 07.05.2020 ||(viii) ||30.06.2020 |
|(iv) 23.05.2020 ||(ix) ||21.07.2020 |
|(v) 01.06.2020 ||(x) ||30.07.2020 |
No disclosure /Intimation of events were made except post intimation ofIMC meeting of 30.04.2020 and 30.07.2020.
Company Reply: The Listing Regulations requires that the intimation ofmeetings of Committee of Creditors only is required to be given and accordingly nodisclosure of meeting of Interim Monitoring Committee was required to be given.
Observation: Intimation of Constitution of COC on 31st March 2021should have been made in compliance of Regulation 30 and Schedule III Part A Clause Asub-clause 16(e). However the intimation was furnished on 8.04.2021
Company Reply: The list of Committee of Creditors as of cutoff date31.03.2021 was filed with the Adjudicating authority on 07.04.2021 and in accordance withrequirements of the Listing Regulations requires that the intimation was made to the StockExchanges on 08.04.2021.
Observation: National Stock Exchange of India Limited letter Ref. No.NSE/CM/Surveillance/10186 dated 9th December 2020 has sought Clarification on Movement inprice.
Company Reply: The Company clarified suitably.
1. Company has not filed Quarterly Progress Report (QPR) module onUPRERA
2. UPRERA has issued Notices dated 09/02/2020 to all the 27 Projectsregistered under it to submit revised dates of completion for the project.
Company Reply: The Company replied to the government authorities andinformed that the Resolution Plan is under consideration and accordingly the informationshall be furnished on its approval/implementation.
Observation: Environment Clearance & Consent to Operate issued forJaypee Greens Sports City North (LFD-2) was valid till 11.10.2020. Company has not filedfor extension.
Company Reply: The Company shall be filing the application once theResolution Plan under consideration of Adjudicating Authority is approved/implemented.
22.3 SECRETARIAL STANDARDS
The Company remained under CIRP and no meeting of the Board ofDirectors was held during the year under report. Therefore the Secretarial Standards i.e.SS-1 and SS-2 relating to meeting of the Board of Directors and General Meetingsrespectively have been followed by the company to the extent possible.
22.4 COST AUDIT AND COST AUDITORS
The Company has made and maintained the cost records specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013.
M/s Jatin Sharma & Co. Cost Accountants (Firm Registration No.101845) is the Cost Auditor of the Company to audit the cost records for the FinancialYear 2020-21 as required under Section 148(3) of the Companies Act 2013 and Rule 14 ofthe Companies (Audit and Auditors) Rules 2014.
23. FIXED DEPOSITS
During the year the Company has not accepted any fixed deposits underChapter V of the Companies Act 2013. As on 1st April 2014 when new provisions ofCompanies Act 2013 regulating the acceptance of deposits by the Company were introducedthe Company had 46253 outstanding Fixed Deposits aggregating Rs.363.19 crores (excludinginterest). Upto 31st March 2021 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 theexisting fixed deposits by the Hon'ble Company Law Board (CLB)/ National Company LawTribunal (NCLT) vide its Orders passed from time to time and has made repayment of certainfixed deposits along with interest upto the date of maturity in compliance of thedirections of Hon'ble NCLT
Further it is mandatory for adjudicating authority to announcemoratorium when commencing the Insolvency Resolution process under Section 14 ofInsolvency Code prohibiting transferring encumbering alienating or disposing off by theCompany any of its assets or any legal right or beneficial interest therein; any action toforeclose recover or enforce any security interest created by the Company in respect ofits property including any action under the SARFAESI Act 2002. Accordingly theAdjudicating Authority had announced the moratorium in its order dated August 9 2017 andthe same continues till the completion of CIRP
Consequent to prohibitions in place by virtue of moratorium u/s 14 ofInsolvency Code as detailed above preferential payment to a class of creditors isimpermissible under the Code. This view was substantiated by Hon'ble Supreme Court in theabove mentioned writ petition while disallowing refund to some of the home-buyers who hadopted for refund of amount paid for the purchase of home. Hon'ble NCLT on September 262018 also took similar view in the petition CP No. 10/03/2015 of the company dealing withoutstanding Fixed Deposits (whose holders are also Financial Creditor) and the same wasdisposed of accordingly. Consequent to the above the Company did not make any payments toany class of creditors during the period under review.
During the CIRP period the IRP had sent communication/ issuedadvertisements and interalia Fixed Deposit holders were requested to file their claim. Theclaims filed upto 06.12.2019 were part of the Resolution Plan of NBCC (India) Limited
The Hon'ble NCLT Principal Bench vide its order dated 3rd March 2020directed that FD holders who have not made claims which have been reflected in therecords of the Corporate Debtor the Resolution Plan Applicant shall make a provision toclear their dues as and when the unclaimed FD holder claims it and this right will remainin force as long as they are entitled to claim under Companies Act 2013. The NBCC (India)Limited had inter-alia filed an appeal against the NCLT order with the Hon'ble NCLAT.
The matter was transferred to the Hon'ble Supreme Court and in itsOrder dated March 24 2021 it has interalia directed: "225.3. It is made clear thatthe IRP shall not entertain any expression of interest by any other person nor shall berequired to issue any new information memorandum. The said resolution applicants shall beexpected to proceed on the basis of the information memorandum already issued by IRP andshall also take into account the facts noticed and findings recorded in thisjudgment."
Accordingly accepting any new claims received after December 6 2019would lead to updating of information memorandum which is clearly prohibited in terms ofthe above direction.
The CoC has approved the Final Resolution Plan read with its addendumsubmitted by Suraksha on June 23 2021 and all claims received post December 6 2019 havenot been incorporated in the Committee of Creditors ("CoC") and are/ wereforwarded to Suraksha.
Further the CoC approved resolution plan of Suraksha states thatagainst the Claims filed subsequent to IM however prior to NCLT Approval Date an amountof Rs. 9.16 Crore shall be paid to Fixed Depositors on pro-rata basis as full and finalsettlement of all the claims of Fixed Deposit holders.
The list of claims which were not forming part of the CoC constitutedas on December 6 2019 and have been received post December 6 2019 are being forwarded toSuraksha from time to time and are also available on the website of the Companywww.jaypeeinfratech.com.
The Final Resolution plan (read with its addendum) of Suraksha hasproposed that claims which have not been received till the date of approval of theResolution Plan by the Hon'ble NCLT such claims shall stand abated extinguished andsettled in perpetuity without any claim whatsoever.
24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 as amendedis annexed as Annexure VI to this Report.
25. ANNUAL RETURN
The Company has placed Annual Returns in terms of Section 92(3) of theCompanies Act 2013 at www.jaypeeinfratech.com/ sebi.html
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
a) Statement showing details of remuneration to be disclosed by listedcompanies in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beenprovided as Annexure VII-A which forms part of this Annual Report.
b) Statement showing details of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been provided inAnnexure VII-B which forms part of this Annual Report.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under report no significant and material orders werepassed by the Regulators or Courts or Tribunals impacting the going concern status of theCompany and its operations in future.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy and InternalComplaints Committee in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reportthe Company has not received any complaint.
29. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments which adversely affectedthe financial position of the Company after the end of Financial Year to the date ofreport except the Hon'ble NCLT/NCLAT/Hon'ble Supreme Court order(s) related to mattersunder CIRP
30. CAUTIONARY STATEMENT
Statements in the Annual Report particularly those which relate to theManagement's Discussion and Analysis describing the Company's objectives projectionsestimates and expectations may constitute forward looking statements' within themeaning of applicable laws and regulations. Though the expectations are based onreasonable assumptions the actual results may differ.
The Company places on record its sincere appreciation and gratitude forthe assistance and co-operation received from the Financial Institutions BanksGovernment authorities Customers and Vendors during the year under report. Your Companyalso wishes to place on record its deep sense of appreciation for the committed servicesby the Company's executives staff and workers.
| ||For Jaypee Infratech Limited |
| ||Anuj Jain |
| ||Interim Resolution Professional |
|Place: Noida ||IP Registration No. IBBI/IPA-001/ |
|Dated: 19th November 2021 ||IP-P00142/2017-18/10306 |