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Jaiprakash Associates Ltd.

BSE: 532532 Sector: Infrastructure
NSE: JPASSOCIAT ISIN Code: INE455F01025
BSE 00:00 | 24 Apr 2020 Jaiprakash Associates Ltd
NSE 05:30 | 01 Jan 1970 Jaiprakash Associates Ltd

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OPEN 1.83
PREVIOUS CLOSE 1.76
VOLUME 3045802
52-Week high 5.85
52-Week low 1.05
P/E
Mkt Cap.(Rs cr) 428
Buy Price 1.76
Buy Qty 9193.00
Sell Price 1.78
Sell Qty 32170.00
OPEN 1.83
CLOSE 1.76
VOLUME 3045802
52-Week high 5.85
52-Week low 1.05
P/E
Mkt Cap.(Rs cr) 428
Buy Price 1.76
Buy Qty 9193.00
Sell Price 1.78
Sell Qty 32170.00

Jaiprakash Associates Ltd. (JPASSOCIAT) - Director Report


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Company director report

To

The Members

Your Directors submit their report for the Financial Year ended 31stMarch 2019:

1.0 WORKING RESULTS

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

(Rs. in Crores)
Financial year ended 31.03.2019 31.03.2018
Gross Total Revenue 6984.38 6288.10
Profit before Interest Depreciation & Tax (PBIDT) 768.91 1210.73
Less: Finance Costs 723.80 967.54
Less : Depreciation 395.35 506.75
Profit before Exceptional items & Tax (-) 350.24 (-) 263.56
Exceptional Items - Gain/ (Loss) (-) 423.44 615.27
Profit before Tax (-) 773.68 351.71
Provision for Tax (including Deferred Tax) -- --
Profit after Tax (Net Profit) (-) 773.68 351.71
Other Comprehensive Income 3.11 (-) 10.00
Total Comprehensive Income (-) 770.57 341.71
Basic Earnings Per Share [Face value Rs. 2 per share] in Rupees (-) 3.18 1.45
Diluted Earnings Per Share [Face value Rs. 2 per Share] in Rupees (-) 3.18 1.45

The PBIDT is about 11% of the gross revenue for the year under report against 19% inthe previous year primarily on account of margin in the real estate segment. The membersare also aware that the Company has been continuously making efforts to deleverage itsbalance sheet by operational efficiency and divestment of assets for the overall benefitof stakeholders.

2.0 DISINVESTMENT INITIATIVES & REDUCTION OF DEBT

In line with the Company's publically stated policy the summary of divestments carriedout by the Company and its subsidiaries/ associate companies are given below. TheRestructuring Committee of the Board which includes three Independent Directorscontinues to consider various options in this regard. The management is concentrating itsefforts to strengthen the core competence business segment of the Company i.e. Engineering& Construction activities.

SUMMARY OF DIVESTMENTS CARRIED OUT BY THE COMPANY AND ITS SUBSIDIARIES/ ASSOCIATECOMPANIES

S No. Description of Divestment of Asset Enterprise Value Date of divestment
(Rs. In Crores)
1. Sale of 4.80 MTPA Cement Plant at Gujarat demerged by Jaypee Cement Corporation Limited (JCCL) WOS of the Company. 3800.00 12th June 2014
2. Sale of 74% stake sale in 2.10 MTPA cement grinding plant of Bokaro Jaypee Cement Limited 667.57 29th November 2014
3. Sale of 1.5 MTPA Cement Grinding Unit in Panipat Haryana 358.22 27th April 2015
4. Sale of 1091 MW at Karcham and 300 MW at Baspa II Himachal Pradesh demerged by Jaiprakash Power Ventures Limited. 9700.00 8th September 2015
5. Sale of 49 MW Wind Power Plant at Maharashtra and Gujarat 161.00 30th September 2015
6. Sale of 17.2 MTPA identified Cement plants at Uttar Pradesh Madhya Pradesh Himachal Pradesh Uttarakhand and Andhra Pradesh 16189.00 29th June 2017
TOTAL 30875.79

Sale of entire 74% stake in BJCL cancelled

The Company had accepted on 6th October 2016 an in-principle offer fromOrient Cement Limited (OCL) belonging to CK Birla Group for acquisition of entire 74%equity stake of JAL in Bhilai Jaypee Cement Limited (BJCL) a Joint Venture Company of JAL& Steel Authority of India Limited (SAIL) based on a total enterprise value of Rs.1450 crore subject to adjustments for Working Capital & Financial Indebtedness. BJCLowns 1.1 MTPA clinker plant at Babupur Satna M.P. (commissioned in December 2009) and2.2 MTPA cement Grinding Unit at Bhilai Chhattisgarh (commissioned in August 2010). Thedefinitive agreement was signed on 31st May 2017 for the same. Howeverthe long stop date expired on 31st May 2018 and the transaction had to becancelled. The Company is negotiating new proposals for this divestment.

DEBT REALIGNMENT PLAN

The Company had requested its Lenders to realign its debt in line with the cash flowprojections post divestment of cement plants. As per the Debt Realignment Plan (DRP) thetotal debt of the Company and JCCL (wholly owned subsidiary of the Company) has beensegregated into sustainable debt and unsustainable debt. While sustainable debt of JAL& JCCL is to be retained in the Company (i.e. in JAL) the unsustainable debt would betransferred to a new Real Estate Special Purpose Vehicle (SPV).

A Scheme of Arrangement (SOA) duly approved by the Board of Directors StockExchanges/SEBI shareholders secured and unsecured creditors of the Company by approx 99%by value for demerger of Company's real estate undertaking viz. SDZ Real EstateDevelopment Undertaking (SDZ-RE) comprising identified moveable and immoveable assets andliabilities (including estimated debt to the tune of Rs.11834 crore as on 1stJuly 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly ownedsubsidiary of the Company namely Jaypee Infrastructure Development Limited (JIDL) as agoing concern on a slump exchange basis was filed with Hon'ble National Company LawTribunal (NCLT) Allahabad which is pending sanction. The long stop date of the SOAoriginally provided upto 31st May 2018 has been extended till 30thSeptember 2019.

Interest accrued on apportioned debt to be transferred to SDZ-RE i.e. JIDL upon Orderof NCLT Allahabad with appointed date of 1st July 2017 has been added to thecarrying cost of the Inventory/ Projects under Development in respect of SDZ-RE since thesame has to be serviced from the assets/development of assets of the said SDZ-RE.

The DRP was approved by the Independent Evaluation Committee (IEC) on 19thJune 2017. Lenders of JAL and JCCL have appreciated the steps taken by the Company andapproved the DRP under RBI guidelines with requisite majority (more than 90%) in themeeting of Joint Lenders Forum (JLF) held on 22nd June 2017.

The status as on 31st March 2019 of the debt considered under RealignmentPlan as on 30th September 2016 is as under:

(Rs. Crores)
Particulars JAL JCCL Total JAL & JCCL as on 30.09.16 Total JAL & JCCL as on 31.03.19
Unsustainable Debt proposed to be transferred to a new Real Estate Special Purpose Vehicle (SPV) & Potential Debt Asset Swap 12930 660 13590 12477
Balance Sustainable Debt (including FITL) to be retained in the Company (Residual JAL) 5589 778 6367 5291
Total 18519 1438 19957 17768

Note: The above is net of Rs.10189 Crores already transferred to UltraTech CementLimited on sale of 17.2 MTPA cement plants as referred to above and excludes debt ofRs.1000 crore yet to be paid to Lenders through redemption of Redeemable Preference Shares(RPS) Series-A issued by UTCL related to JP Super Cement Plant in U.P. which shall beredeemed on compliance of certain conditions precedents to be completed by the Company.

Post approval of DRP by all the Lenders the Master Restructuring Agreement (MRA) dated31st October 2017 was signed by all the Lenders on various dates the last being13th December 2017 for the sustainable debt approved under DRP carryinginterest @9.5% p.a. (linked with 1 year MCLR with annual reset) and repayable over aperiod of 7 years to 20 years including moratorium period depending on the natureof loan liability.

On sanction of the Scheme by NCLT the Order shall be filed with ROC and Scheme wouldbecome effective w.e.f. 1st July 2017 (the Appointed Date).The Order of theNCLT for the said Scheme of Arrangement is awaited.

3.0 DIVIDEND

Keeping in view the cash flow stress the Board has decided not to recommend anydividend for the financial year 2018-19.

4.0 CHANGES IN SHARE CAPITAL

During the year under report there is no change in the Paid up Share Capital of theCompany and the same stood at Rs. 4864913950 divided into 2432456975 Equity Sharesof Rs 2/- each as at 31st March 2019. There is no change in the AuthorisedShare Capital also which is Rs.3500 crore as at 31st March 2019.

5.0 FOREIGN CURRENCY BONDS

As informed last year the Company had after obtaining various approvals (includingBondholders Shareholders Reserve Bank of India Singapore Stock Exchange BSE & NSEdomestic lenders etc.) issued new Bonds (Series A and Series B) on 28thNovember 2017 by way of cashless exchange with (i) USD 38.640 million 5.75% ForeignCurrency Convertible Bonds (FCCBs) Due 2021 (Series A Bonds) and (ii) USD 81.696 million4.76% Amortising Non-Convertible Foreign Currency Bonds Due 2020 (Series B Bonds). BothSeries A and Series B Bonds are listed on the Singapore Stock Exchange. The particularsabout conversion outstanding amount coupon listing etc. of these Foreign Currency Bondsare detailed in para no. 34 of the Corporate Governance Report forming part of thisReport.

6.0 EMPLOYEE STOCK PURCHASE SCHEME

As the Members are aware "Jaypee Group ESPS 2009 Trust" was created in 2009for administering the Stock Purchase Scheme of the Company namely "Jaypee EmployeeStock Purchase Scheme 2009" for the ultimate benefit of the employees (includingDirectors) of the Company and its subsidiaries.

In terms of the Scheme the Company issued and allotted 1.25 Crores Equity Shares ofRs.2 each @ Rs. 60 per share (including premium of Rs. 58 per share) to the saidTrust on 14th December 2009. The said Trust was also allotted 6250000 EquityShares as Bonus Shares on its holding in terms of the Bonus Issue made by the Company on19th December 2009.

Since inception the ‘Jaypee Group ESPS 2009 Trust' has allocated/ transferredEquity Shares to the eligible employee under the scheme as under:

Particulars No. of Eligible Employees No. of original Shares (excluding Bonus) No. of Bonus Shares Total no. of shares (including Bonus)
Total Shares available under ESPS Scheme 12500000 6250000 18750000
Transferred/ allocated during 2010-11 8032 11263706 5631852 16895558
Transferred/ allocated during 2011-12 4 3550 1775 5325
Transferred/ allocated during 2012-13 to 2018-19 - - - -
Balance shares as on 31.03.2019 1232744 616373 1849117

During 2018-19 no further shares were allocated/ transferred by the Trust.

7.0 OPERATIONS OF THE COMPANY

7.1 ENGINEERING & CONSTRUCTION DIVISION

7.1.1 Works in Progress

Thus a balance of 1849117 Equity Shares (including bonus shares) are still lyingwith the Trust for transfer to the eligible employees in due course.

It is confirmed that:

(a) there is no employee who has been issued shares in any year amounting to 5% or moreshares issued during that year; and (b) there is no employee who is entitled to sharesunder the Scheme equal to or exceeding 1% of the issued capital of the Company.

The Company is presently executing the works of the following projects and the statusof works is as under:

Name of Work/Project under execution Location of Work/ Project Contract Price (Base Value) (Rs. in crores) Nature of Work/ Project Value of work completed (excluding escalation and extra items) as on 31.03.2019 (Rs. in crores)
Works pertaining to :
1. Turnkey execution of Srisailam Left Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project Telangana State 1925 Irrigation Tunnels 1492.01
2. Construction of Diversion Tunnel Dam Intake and Desilting Arrangement including Hydro-mechanical Works and Highway Tunnel (Contract Package C-1) of Punatsanchhu – II Hydroelectric Project. Bhutan 1224 (Original) Hydro Power Generation (1020 MW) 1635.46 (including extra items)
3. Construction of Head Race Tunnel (from Surge Shaft end) Surge Shaft Butterfly Valve Chamber Pressure Shafts Power House and Tail Race Tunnel including Hydro- Mechanical Works (Contract Package C-3) of Punatsanchhu – II Hydroelectric Project. Bhutan 856 Hydro Power Generation (1020 MW) 552.76
4. Construction of Diversion Tunnel Dam Spillway & Coffer Dams Intake Structure Intake Tunnels Branch HRT Silt Flushing Tunnels Vertical Shaft and 2 nos. Desilting Chambers (Contract Package-C-1) of Mangdechhu Hydroelectric Project. Bhutan 597 Hydro Power Generation (720 MW) 595.95
5. Construction of Surge Shaft 2 nos. Pressure Shafts Bifurcation Pressure Shafts Cable cum Ventilation Tunnel Underground Power House & Transformer Caverns including Bus Duct Pothead Yard TRT Branch Tunnel & Outlet Portals for TRT (Contract Package- C-3) of Mangdechhu Hydroelectric Project; and Construction of part HRT and Adit-5 Bhutan 316 Hydro Power Generation (720 MW 314.40
49 49 (work completed)
6. 4-laning of Varanasi - Gorakhpur section of NH-29 from km 88.000 (Design chainage 84.160) to km 148.000 (Design chainage 149.540) [Package-III Birnon village to Amilla village] under NHDP Phase-IV in the state of Uttar Pradesh Uttar Pradesh 840 Highway Project 210.25
7. 4- laning of Varanasi Gorakhpur section of NH-29 from km 148.000 (Design chainage 149.540) to km 208.300 (Design chainage 215.160) [Package-IV Amilla Village to Gorakhpur] under NHDP Phase-IV on EPC mode in the State of Uttar Pradesh Uttar Pradesh 1030 Highway Project 254.84
8. Palamuru Rangareddy Lift Irrigation Scheme- PRLIS- (Package No.4)-Earth work Excavation & Construction of Twin Tunnel in between Anjanagiri Reservoir at Narlapur(V) and Veeranjaneya Reservoir at Yedula(V) from Km 8.325 to Km 23.325 in Mahabubnagar District (Work awarded to JAL - VARKS – NECL JV with JAL as Lead Partner) Telangana State 1646 Irrigation Tunnels 112.82 (JAL's share)
9. New High Level Bridge in up-stream of existing Gora Bridge on river Narmada Gujarat Gujarat 142 Major Bridge 68.02
10. Biju Para – Kuru Section (from Km. 34.000 to Km. 55.000) of NH-75 (Package-II) in the State of Jharkhand Jharkhand 144 Highway Project 107.20
11. Construction of Dam Diversion Tunnel Intake Intake Tunnels Head Race Tunnel (from RD 0.00 to RD 3100.35) Adit – 1 and Diversion Tunnel Gates (Contract Package C-1) of Arun-3 Hydroelectric Project in Nepal. Nepal NPRs. 509.1901 crore plus INR 803.4669 crore Hydro Power Generation (900 MW) 30.49
12. Execution of Harsud Micro Lift Irrigation Scheme on Turnkey basis in Madhya Pradesh. (Work awarded to JAL - KDSPL JV with JAL as Lead Partner) Madhya Pradesh 104 (JAL's Share – 75% of Contract Price) Micro Irrigation 49.52 (JAL's share)
13. Execution of Naigarhi Micro Irrigation Project (Part-I) on Turnkey basis in Madhya Pradesh Madhya Pradesh 350 Micro Irrigation 25.08
14. Execution of Naigarh Micro Irrigation Project (Part-II) on Turnkey basis in Madhya Pradesh Madhya Pradesh 327 Micro Irrigation 10.38
15. Execution of Ram Nagar Micro Irrigation Project on Turnkey basis in Madhya Pradesh Madhya Pradesh 306 Micro Irrigation 4.12
16. Execution of Civil and Hydro-mechanical Works (Lot-1) of Rahughat Hydroelectric Project in Nepal Nepal USD 3.5999 cr. plus NPRs. 217.3368 cr. (Equivalent INR 370.33 cr) Hydro Power Generation (40 MW) 16.96
17. Construction of Civil Works for Barrage Intake Desilting tank HRT Surge Shaft Power House Tail Race Tunnel and adits etc. of Naitwar Mori Hydroelectric Project located in Distt. Uttarkashi in Uttrakhand Uttrakhand 370.87 Hydro Power Generation (60 MW) 38.39
18. Epoxy painting in Bridge Slab and Piers on concrete surface area from EL 104.00 m to 148.80m of Sardar Sarovar (Narmada) Project. Gujarat 3.55 3.01
19. Construction of Civil Works comprising of part Head Race Tunnels Adits Surge Shafts Pressure Shaft Valve House Underground Power House MIV Cavern Transformer Cavern Adits and Access Tunnels Tail Race Tunnels TRT Outlet Structure and Pothead Yard etc. of Pakal Dul Hydroelectric Project. (Work awarded to Afcons - JAL Joint Venture) Jammu & Kashmir 1051 (JAL's Share – 30% of Contract Price) Power Generation (1000 MW) 18.25
20. Construction of Diversion Tunnel (along with HM works) Concrete Face Rockfill Dam (CFRD) Surface & Tunnel Spillway Intake Structure Two nos. part Head Race Tunnel and Allied Structures of Pakal Dul Hydroelectric Project. Jammu & Kashmir 2853.01 Power Generation (1000 MW) 11.69
21. Construction of a Navigation channel for running boat service for transportation of tourists visiting Statue of Unity in the Narmada on the downstream of the Sardar Sarovar Dam and upstream of the Garudeshwar Weir approx. 6 Kms in length 60m width and 2.5m depth from the jetty near Shrestha Bharat Bhavan to the memorial and Visitor Centre near the Statute of Unity at Kevadia in Gujarat. Gujarat 72.48 2.46

Pr ojects being Executed by Jaiprakash – Gayatri Joint Venture

Name of Work/Project under execution Location of Work/ Project Contract Price (Base Value) (Rs. in crore) Nature of Work/ Project Value of work completed (including escalation and extra items) as on 31.03.2019 (Rs. in crore)
1. Polavaram Project Right Main Canal Package No.PPRMC 4 Andhra Pradesh 301.30 (JAL's Share – 51%) Irrigation Canal 345.07
2. Veligonda Feeder and Teegaleru Canal Project- (Package-2) Andhra Pradesh 392.58 (Revised) (JAL's Share – 51%) Irrigation Canal 328.08
3. GNSS Main Canal from km. 119.000 to km 141.350 including Construction of CM & CD works Andhra Pradesh 112 (JAL's Share – 51%) Irrigation Canal --

The progress of on-going works is satisfactory.

7.1.2 The Company in FY 2018-19 was awarded the following Works which are now inconstruction stage:

(i) Construction of Diversion Tunnel (alongwith HM Works) Concrete Face Rockfill Dam(CFRD) Surface & Tunnel Spillway Intake Structure Two no's part Head Race Tunneland Allied Structures of Pakal Dul Hydroelectric Project in Jammu & Kashmir The workwas awarded at a Contract Price of Rs. 2853.01 crore.

(ii) Construction of a Navigation channel for running boat service for transportationof tourists visiting Statue of Unity in the Narmada on the downstream of the SardarSarovar Dam and upstream of the Garudeshwar Weir approx. 6 Kms in length 60m width and2.5m depth from the jetty near Shrestha Bharat Bhavan to the memorial and Visitor Centrenear the Statute of Unity at Kevadia in Gujarat. The work was awarded at a Contract Priceof Rs. 72.48 crore.

7.1.3 Bids under evaluation:

The following bids submitted by the Company are under evaluation as on the date ofthis report:

(i) Civil Works comprising Diversion Tunnel Coffer Dam Concrete Gravity DamIntake Structure Diversion Tunnel Gates & Hoists Desilting Chambers Head RaceTunnels(up to RD 1780 M ) etc. (LOT-1) of Teesta-IV HE Project Sikkim. (ii) Civil Workscomprising Head Race Tunnels (from RD 1780 onwards) Adit 2 Surge Shafts PressureShafts Underground Power House Transformer Hall Tail Race Tunnels and Pothead Yard etc.(LOT-2) of Teesta-IV HE Project Sikkim.

7.1.4 Bids under preparation

The Bids for the following works are under preparation:

(i) Construction of River Diversion Works Dam Intake Desilting Arrangement and HRTfrom RD 0.00 m to RD 2303.00 m including Construction of Adit-I for 600 MW KholongchhuHydro-electric Project (KC-1) located in Trashiyangtse Bhutan.

(ii) Construction of Head Race Tunnel from RD 14091.07 m to RD 15762.80 m includingConstruction Adit VI Surge Shaft Butterfly Valve Chamber Pressure Shafts Power HouseComplex and Tail Race Tunnel (KC-3) for 600 MW Kholongchhu Hydro - electric Projectlocated in Trashiyangtse Bhutan.

(iii) EPC Contract package for Design and Engineering Services Civil andHydro-mechanical Works of 210 MW Luhri Hydro-electric Project Stage-I located inDistrict Shimla and Kullu in Himachal Pradesh.

(iv) Construction of Bhadbhut Barrage 90 nos. Vertical Lift Gates of size 15.50m x10.50m Fish Pass Navigation Lock Bridges and Approach Road across river Narmada nearvillage Bhadbhut of Bharuch District (Phase-I) in Gujarat State.

7.2 CEMENT DIVISION

7.2.1 Capacity

The capacity of Cement and Captive Power Plant in the Cement Division of the Companyand group companies as on 31st March 2019/ at present is as under:

JAIPRAKASH ASSOCIATES LIMITED:

PLANT OPERATING CEMENT CAPACITY MTPA CAPTIVE THERMAL POWER MW
CENTRAL ZONE
(Jaypee Rewa Plant Jaypee Cement Blending Unit) 2.55 62
UP ZONE
Chunar Cement Factory 2.50 37
Churk Grinding Unit 1.00 180
TOTAL 6.05 279

Note: 1.00 MTPA grinding unit at Churk and 60 MW Captive power plant at Churk werecommissioned during FY 2018-19.

OTHER SUBSIDIARY & ASSOCIATE COMPANIES:

PLANT OPERATING CEMENT CAPACITY MTPA CAPTIVE THERMAL POWER MW
Jaypee Cement Corporation Limited (subsidiary) – South Zone- Jaypee Shahbad Cement Plant 1.20 60
Bhilai Jaypee Cement Limited (subsidiary) – Plants in Satna & Bhilai 2.20 -
Jaiprakash Power Ventures Limited (associate) - 2.00 -
Jaypee Nigrie Cement Grinding Unit
TOTAL (Subsidiaries & Associates at present) 5.40 60
GRAND TOTAL AT PRESENT (JAL JCCL BJCL & JPVL) 11.45 339

Thus the Group (including JPVL) at present has an installed cement capacity of 11.45MTPA and 339 MW of Captive power. The implementation of expansion of Jaypee Shahbad CementPlant by 1.20 Million Tonnes has been kept in abeyance.

7.2.2 Operations

The production and sale of Cement/ Clinker during the year under report as compared tothe previous year are as under:

Particulars 2018-19 2017-18 2017-18
(OPERATING) (HIVED OFF)
Cement Production (MT) 4458143 3582430 480565
Clinker Production (MT) 2103355 1957230 638790
Cement and Clinker Sale (MT)(including Self-Consumption) 4885635 3929087 602753

7.2.3. Operational Performance (JAL)

During the financial year 2018-19 Productivity Indices of the operating units of theCompany (JAL) were as under:

S. No. Indices Lime stone Crushing Raw meal Grinding Clinker Production Cement Grinding Cement Despatch including clinker sale
PRESENT UNITS (MT) (MT) (MT) (MT) (MT)
1 Jaypee Rewa Plant Rewa (MP) 3108650 3158367 2103355 2187901 2642460
2 Jaypee Cement Blending Unit Sadva Khurd (UP)* 111726 111676
3 Chunar Cement Grinding Unit Chunar (UP) 2040730 2039923
3 Jaypee Churk Grinding Unit 117786 114161
TOTAL 3108650 3158367 2103355 4458143 4908220

*Production and Despatch figures for JCBU (Blending unit at Sadva Khurd) at S.No.2 areincremental

7.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category the finestChampionship Golf Course and Integrated Sports Complex strategically located fordiscerning business and leisure travellers. Jaypee Vasant Continental with 119 rooms andJaypee Siddharth with 102 rooms are in New Delhi. Jaypee Palace Hotel and ConventionCentre is the largest property located at Agra with an inventory of 341 rooms withluxurious Presidential Suites and Jaypee Residency Manor with Valley View Tower atMussoorie has 135 rooms. Jaypee Greens Golf & Spa Resort Greater Noida is aprestigious & Luxury Resort with 170 state of art rooms overlooking the Championship18 hole Greg Norman Golf Course.

Jaypee Greens Golf & Spa Resort Greater Noida was conferred with two SATTE Awards2018 i.e. ‘Excellence in Customer Service-Hospitality-Luxury Hotel' and‘Excellence in Environmental Sustainability-Hotel'. ‘Travel & Lesiure' alsoconferred award as Best Luxury Resort–Domestic 2018 to Jaypee Greens Golf & SpaResort. The Sunday Guardian and News X also conferred award on Jaypee Greens Golf &Spa Resort as ‘Best Resort in Delhi NCR 2018-19'.

Jaypee Greens Golf Course facilitated prominent and prestigious golf events at itsChampionship 18 hole Greg Norman Golf Course. Jaypee Greens Golf Course was also conferredBest Golf Course Award in 2017 by India Golf Awards. "Atlantic-The Club" anintegrated sports complex Greater Noida (U.P.) offers world class facilities forInternational and National sporting events & tournaments with rooms & conferencehalls. It has also emerged as Sports Academy Destination. National Basket Ball Association(NBA) New York U.S.A. has joined hands with the Company for Basket Ball residentialelite academy. It is also providing basketball coaching and education at Jaypee PublicSchool (JPS) Noida to prepare the basketball players for the Indian Team. Atlantic-TheClub also has academy for cricket football & soccer. Indian Green Building Councilhas conferred LEED certificate in "Gold Category" to the Jaypee Residency ManorMussoorie; "Platinum Category" to Jaypee Vasant Continental New Delhi; whileJaypee Palace Hotel & Convention Centre Agra has been presented with the "GoldCategory" for energy & environmental design of the building.

The Company's Hotels at New Delhi Agra and Mussoorie have been accredited with ISO9001 for Quality Management System (QMS) ISO 14001 for Environment Management System(EMS) ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and CriticalControl Point (HACCP).

Tourism is a major engine of economic growth and an important source of foreignexchange earnings. The ADRs (Average Daily Rates) revival is witnessed in 2018 bydisplaying upward trend in almost all key markets. During 2018 foreign tourist arrivalincreased 5.2% year-on-year to 10.56 million in the same period. The Foreign ExchangeEarnings (FEE) from tourism in 2018 increased 4.7% year-on-year to US $ 28.59 billion. TheGovt. of India is working to achieve one percent share in world's international touristarrivals by 2020 and two per cent share by 2025. The launch of several branding andmarketing initiatives by the Govt. of India such as ‘Incredible India' and‘Athiti Devo Bhava' have provided a focused impetus to growth.

The outlook is bright and the Company is confident to achieve higher growth coupledwith optimization of the resource utilization.

7.4 REAL ESTATE DIVISION

Jaypee Greens the real estate brand of the Jaypee Group has been creating lifestyleexperiences from building premium golf-centric residences to large format townshipssince its inception in the year 2000. Amidst a dismal real estate environment the JaypeeGroup (i.e. Company and its Subsidiary Jaypee Infratech Limited i.e. JIL) has focused onensuring delivery in its various residential projects and has completed for possessionnearly 5860 Apartments across its different townships in the year 2018-19 and 19047Units till 31st March 2019.

Jaypee Greens Greater Noida

Jaypee Greens Greater Noida spread across 452 acres is the maiden golf centricresidential development and integrates Luxury villas and apartments with an 18 Hole GregNorman Signature golf course 9 Hole chip & putt golf course landscaped parks andlakes along with an integrated sports complex 60 acre nature park and a 5 star Spa resortin collaboration with Six Senses Spa of Thailand.

Possession has been offered for over 1775 units till 31st March 2019across all the projects in this township. Jaypee Greens Greater Noida is appreciated byits residents and the industry as one of the finest golf centric township in India.

Jaypee Greens Wish Town Noida

Jaypee Greens Noida - being developed by the Jaypee Group is the bench mark project inthe region of Noida. Spread over 1063 acres it offers a wide range of residentialoptions ranging from independent homes to high-rise apartments and penthouses along withhost of operational amenities such as the 18+9 hole Graham Cooke designed golf facilitythe 500 bed super specialty Jaypee Hospital educational facilities including JaypeePublic School and Jaypee Institute of Information Technology. The entire township isdotted with landscaped parks recreational facilities entertainment hubs and commercialcenters.

In Jaypee Greens Wish Town Noida over 12881 apartments have been completed (till 31stMarch 2019) in projects namely Pavilion Court & Heights Kalypso Court ImperialCourt Klassic Kosmos Aman and in Kensington Park apartments. 5860 (approx.) (510 byJAL & 5350 by JIL) residential apartments were completed in the year 2018-19.

In addition approximately 1931 (369 by JAL & 1562 by JIL) independent units ofTownhomes and residential plots have also been offered for possession across multipleprojects and a large number of plot buyers have commenced construction of their homes.Along with these residential units possession of retail shops in Imperial Pavilion andKlassic Arcades has also been offered thereby enhancing the facilities for the residents.

Jaypee Greens Sports City

Jaypee Greens Sports City located adjacent to the Yamuna Expressway is home toIndia's first International

Motor racing track a long green boulevard and much more. This Sports City had hostedIndia's first F1 race in October 2011 followed by two more races in 2012 and 2013.

The development of Sports City inter-alia comprises of various thematic districtsoffering residential sports commercial and institutional facilities. The commercial zonewill offer well defined areas for elaborate financial and civic centers along withresidential districts which will have a vast range of products including villas townhomes and residential plots and mid to high rise apartment blocks to suit therequirements of all. Over 2460 residential plots in Country Home-I & II KrownsGreencrest Homes and Yamuna Vihar have been offered for possession till 31stMarch 2019 by Jaypee Group.

Backed by a strong team of Architects Engineers and Sales and Marketing professionalsthe Company is committed to delivering all of its projects in the coming years.

7.5 SPORTS DIVISION

Jaypee Sports International Limited (JSIL) (incorporated on 20th October2007 and amalgamated into the Company JAL on 16th October 2015) wasallotted around 1100 Ha. of land for development of Special Development Zone (SDZ) withsports as a core activity by Yamuna Expressway Industrial Development Authority (YEIDA).This area is inclusive of 100 Ha of land to be used for Abadi Development. The coreactivities are sports inter-alia Motor Race Track suitable for Holding Formula One raceand setting up a Cricket stadium of International Standard to accommodate above 100000spectators and others.

The Motor Race Track known as Buddh International

Circuit (BIC) was completed well in time and JSIL successfully hosted three IndianGrand Prix held in October 2011 October 2012 & October 2013. The success of theevent was acknowledged by winning of many awards and accolades. Buddh InternationalCircuit (BIC) is being patronized as one stop destination for promotional events byautomobile manufacturers exhibitions shooting of movies concerts product launches andother promotional entertainment activities.

M/s. ALA Architects have designed the first phase of cricket stadium which is likely tobe completed soon. Meanwhile friendly matches are being conducted from time to time tocheck the quality of the pitch. Some corporate T20 matches are also being played since2015. The development of non-core area planned for group housing plots flats etc. andother social activities is in process.

8.0 OTHER INITIATIVES

8.1 DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

Three separate joint-venture companies were set-up for three Coal Blocks i.e.

-- Amelia (North) (by Madhya Pradesh Jaypee Minerals Limited) -- Dongri Tal-II (by MPJaypee Coal Limited) and

-- Mandla (South) (by MP Jaypee Coal Fields Limited).

These coal blocks had been allocated to Madhya Pradesh State Mining Corporation Ltd.(MPSMCL) with an identical shareholding ratio of 51:49 between MPSMCL and JAL. Coal minedfrom Amelia (North) and Dongri Tal-II Mines was for supply to the 2 x 660 MW SuperCritical Thermal Power Plant at Nigrie (M.P.) set up by Jaiprakash Power Ventures Limited(JPVL) a subsidiary of JAL (now an Associate Company w.e.f. 18.02.2017). Mandla (North)Coal Block owned by JAL was for captive use of Coal for Cement Plants and CPPs. Afterdeveloping Amelia (North) Coal Block the JVC viz Madhya Pradesh Jaypee Minerals Limited(MPJML) had started supply of Coal to Jaypee Nigrie Super Thermal Power Plant (JNSTPP).The remaining three Coal Blocks had also achieved substantial progress in developing themines and obtaining clearances/ approvals.

Consequent to Supreme Court verdict dated 24.09.2014 allocation of 204 coal blocksincluding Amelia (North) Dongrital-II & Mandla South allotted to MPSMCL and MandlaNorth to JAL were cancelled. Subsequently Ministry of Coal decided to reallocate thecancelled coal blocks through e-auction/allocation. Amelia (North) and Mandla North coalblocks which were categorized as schedule-II (Mines producing coal or about to produce)were put for e-auction in first tranche wherein JPVL and JAL were declared successfulbidder for above blocks respectively. Subsequently JCCL also won Mandla South and Majracoal mines in the auction held for coal blocks in Schedule-III and tranche-IIIrespectively.

Status of each coal mine vested to JPVL JAL and JCCL is given below:

Type of Mine Name of Mine Status
Open Cast (O/C) Amelia (North) of JPVL The mining activities in Amelia (North) coal mine were started on 26.05.2015 after getting all the statutory permissions/approvals transferred from prior allottee to JPVL. Like previous years JPVL has achieved peak rated capacity of 2.8 MT during the year 18-19 for supply of coal to Nigrie thermal power plant.
Under Ground (U/G) Mandla North of JAL Mining activities in Mandla North coal mine were started in April 2015 and the drivage of 714 m and 716 m out of total length of 903 m of each incline has been achieved.
Arising out of process sale of a few End Use Plants to M/s UltraTech Cement Limited Nominated Authority was requested to include Churk Captive Power Plant in the list of End Use Plants in the vesting order issued for Mandla North Coal Mine. The request was denied and Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 12.03.2018 and 21.03.2018.
A writ Petition No. 11368 has been filed in Allahabad High Court on 27.03.2018 with prayer for quashing the impugned letter and provide relief.
The Hon'ble High Court of Allahabad saw merit in the points brought out by JAL and directed that no coercive action be taken against the petitioner in pursuance of Termination Letter issued by Nominated Authority. The court proceedings are under way and judgment is awaited.
Under Ground (U/G) Mandla South of JCCL Mining activities in Mandla South coal mine were started on 16th September 2015.
Arising out of process sale of all End Use Plants to M/s UltraTech Cement Limited Nominated Authority was requested to allocate this block to companies in need of coal for better and optimum utilization of national resources. This was not accepted and accordingly the operations in the mine were discontinued since 10.05.2016.
Subsequently Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 06.03.2018.
A writ Petition No. 11310 has been filed in Allahabad High Court on 19.03.2018 with prayer for quashing the Impugned letter and provide relief.
The Hon'ble High Court of Allahabad saw merit in the points brought out by JCCL and directed that no coercive action be taken against the petitioner in pursuance of Termination Letter issued by Nominated Authority. The court proceedings are under way and judgment is awaited.
Open Cast and Under Ground (O/C and U/G) Majra of JCCL Arising out of process sale of all End Use Plants to M/s UltraTech Cement Limited Nominated Authority has been requested to allocate this block to companies in need of coal for better and optimum utilization of national resources.
Though JCCL was following up for the transfer of various permissions and approvals from the prior allottee of coal mine to JCCL Nominated authority has issued termination of the block.
A writ Petition No. 26680 has been filed in Allahabad High Court on 04.08.2018 with prayer for quashing the Impugned letter and provide relief.
The Hon'ble High Court of Allahabad ordered that the case was disposed of and all contentions of the parties on merits are kept open. A dispute has been raised in the court of Special Tribunal at Nagpur on 17.10.2018 Constituted under CBA Act 1957. The tribunal proceedings are under way and judgment is awaited.

8.2 REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Plant is operating satisfactorily. Daily garbage of the city of Chandigarh is beingused as per the agreement. The plant is serving the twin purpose of keeping the city cleanand to conserve the energy resources in the form of producing fuel called as RefuseDerived Fuel (RDF). RDF (in fluff form) the final product of the plant is being disposedoff commercially as a good substitute of conventional fuel in the industries and Powerplants located around Chandigarh.

8.3 OTHER DIVERSIFICATION INITIATIVES THROUGH AFFILIATES

Company's other diversification initiatives include setting-up of pit-head basedThermal Power Station Fertilizer business Aviation and Healthcare which are beingimplemented through different subsidiaries/associates of the Company. Details of theinitiatives implemented through subsidiaries/ associates are furnished under the heading‘Subsidiaries Associates & Joint Ventures' below.

9.0 SUBSIDIARIES ASSOCIATES & JOINT VENTURES

As on 31st March 2019 in terms of the provisions of Companies Act 2013your Company had following 17 subsidiaries which are engaged in different businessactivities:

1. Bhilai Jaypee Cement Limited

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited

4. Jaypee Assam Cement Limited

5. Jaypee Infratech Limited

6. Jaypee Ganga Infrastructure Corporation Limited

7. Himalyan Expressway Limited

8. Jaypee Agra Vikas Limited

9. Jaypee Infrastructure Development Limited

10. Jaypee Cement Hockey (India) Limited

11. Jaypee Fertilizers & Industries Limited

12. Jaypee Uttar Bharat Vikas Private Limited

13. Kanpur Fertilizers & Cement Limited

14. Himalyaputra Aviation Limited

15. Jaypee Healthcare Limited

16. Jaiprakash Agri Intiatives Company Limited

17. Yamuna Expressway Tolling Limited

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH 2019

As on 31st March 2019 the Company (JAL) has following Associate Companies[as per Section 2(6) of Companies Act 2013 i.e. in which it holds 20% or more of totalshare capital] and Joint Ventures:

1. Jaiprakash Power Ventures Limited (29.74%)

2. Madhya Pradesh Jaypee Minerals Limited (49.00%)

3. MP Jaypee Coal Limited (49.00%)

4. MP Jaypee Coal Fields Limited (49.00%)

5. RPJ Minerals Pvt. Limited and (43.83%)

6. Sonebhadra Minerals Pvt. Limited. (48.76%) Jaiprakash Power Ventures Limited (JPVL)is no more a subsidiary of JAL w.e.f. 18.02.2017 and has become an Associate Company fromthat date. Therefore the following subsidiaries of JPVL also ceased to be subsidiaries ofJAL w.e.f. 18.02.2017 and had become Associate Companies being subsidiaries of JPVL:

1. Jaypee Arunachal Power Limited

2. Jaypee Powergrid Limited

3. Sangam Power Generation Company Limited

4. Prayagraj Power Generation Company Limited (It is no more a subsidiary of JPVLw.e.f. 18.12.2017 hence no more an Associate of JAL w.e.f. 18.12.2017.)

5. Jaypee Meghalaya Power Limited

6. Bina Power Supply Limited

The status of the aforesaid Subsidiaries is given in Annexure-1 and of theAssociates & Joint Ventures in

Annexure-2.

10.0 CONSOLIDATED FINANCIAL STATEMENTS

The statement (in prescribed form AOC-1) as required under Section 129 of the CompaniesAct 2013 in respect of the Subsidiaries and Associate companies of the Company isannexed and forms an integral part of this Report. The consolidated financial statementsof the Company & its subsidiary/ associate companies as mentioned in form AOC-1 forthe year ended 31st March 2019 prepared in accordance with Accounting Standard(IND AS-110) "Consolidated Financial Statements" prescribed by the Institute ofChartered Accountants of India form part of the Annual Report and Financial Statements.The Financial Statements of the subsidiary/associate companies and the related detailedinformation (as per Section 129 of the Companies Act 2013) will be made available to theshareholders of the Company and subsidiary/associate companies seeking such information.The financial statements of the subsidiary/ associate companies will also be kept forinspection by any shareholder at Company's Corporate Office/ Registered Office and alsothat of the subsidiaries. Further the Company shall furnish a hardcopy of financialstatements of subsidiary/associate companies to any shareholder on demand. The Company hasalso uploaded the Financial Statements of subsidiary companies on its website i.e.www.jalindia.com. The Directors are of the opinion that the subsidiaries and JointVentures/ Associate companies of your Company have promising future except asspecifically mentioned in this Report & its annexures.

11.0 OUTLOOK

Post divestment of part of cement business and other assets to deleverage the balancesheet of the Company the management is putting its best efforts to enhance its presencein its core business i.e. Engineering & Construction activities. The Company has atpresent a order book about 11500 crore plus escalation of E&C Contracts.

The performance during the year is considered satisfactory. The future prospects of theCompany's business and the business of its subsidiaries is bright. The Company iscommitted to reduce the debt and enhance the shareholders' value.

12.0 DIRECTORATE

12.1 Cessation of Directorships:

(i) Shri Shailesh Verma (nominee of SBI) w.e.f. 18.05.2018 As reported lastyear Shri Shailesh Verma (DIN 07688801) ceased to be a Director of the Company w.e.f.18.05.2018. The Board places on record its appreciation for the valuable contribution ofShri Verma during his tenure on the Board of the Company.

(ii) Shri B.K. Goswami (Independent Director) w.e.f. 22.11.2018 Shri B.K.Goswami (DIN 00003782) has resigned from the office of Independent Director of the Companyw.e.f. 22.11.2018 due to his personal reasons. The Board places on record its appreciationfor the valuable contribution of Shri Goswami during his tenure on the Board of theCompany.

12.2 Co-option of Shri Jaiprakash Gaur ji Founder Chairman as a Director w.e.f.19.05.2018

As reported last year the Founder Chairman Shri Jaiprakash Gaur ji (DIN00008085) was co-opted on the Board of the Company for availing his expert guidance andvision on a regular basis especially in the present scenario for rejuvenation of variousbusiness segments of the Company w.e.f. 19.05.2018.

12.3 The composition of the Board

The composition of the Board is in compliance of the requirements of the Companies Act2013 and the SEBI (LODR) Regulations.

12.4 Present tenure of Directors

The term of seven Independent Directors (reappointed in 20th AGM held on 23rdSeptember 2017) of the Company is as under:

S. No. Name of Independent Director Tenure
From To
1. Shri R.N. Bhardwaj 27.09.2017 26.09.2022
2. Ms. Homai A. Daruwalla 27.09.2017 26.09.2022
3. Shri K.N. Bhandari 27.09.2017 26.09.2022
4. Shri S.C.K. Patne 27.09.2017 26.09.2022
5. Shri C.P. Jain 27.09.2017 26.09.2022
6. Shri K.P. Rau 27.09.2017 26.09.2022
7. Shri T.R. Kakkar 12.11.2017 11.11.2022

The term of five Executive Directors of the Company is as under:

S. No. Names of Executive Directors Designation Tenure
1. Shri Manoj Gaur Executive Chairman & CEO 01.04.2019 to 31.03.2022
2. Shri Sunil Kumar Sharma Executive Vice- Chairman 18.03.2019 to 17.03.2022
3. Shri Sunny Gaur Managing Director (Cement) 31.12.2014 to 30.12.2019 & proposed 31.12.2019 to 30.12.2022
4. Shri Pankaj Gaur Jt. Mg. Director (Construction) 01.07.2015 to 30.06.2019 & proposed 01.07.2019 to 30.06.2022
5. Shri Ranvijay Singh Whole-time Director 14.12.2017 to 13.12.2020

Note: The approval for proposal of re-appointment of S. No. 1 & 2 above is beingsought through postal ballots (whose results are expected in September 2019). The proposalfor approval of re-appointment of S. No. 3 & 4 above is contained in the Notice ofAGM.

There is no tenure for other two Directors viz. Shri Jaiprakash Gaur ji (the FounderChairman being liable to retire by rotation) and Shri S.C. Rathi (being nominee of LIC).

12.5 Retirement by rotation:

Shri Ranvijay Singh Director would retire by rotation at the forthcoming AnnualGeneral Meeting of the Company. The proposal for approval for his re-appointmenthas been included in the Notice of the Annual General Meeting.

12.6 Wholetime Key Managerial Personnel:

The details about the Wholetime Key Managerial Personnel are given in Para No. 22 ofthe Corporate Governance Report enclosed herewith.

13.0 DEPOSITS

Your Company enjoyed respectable track record of compliance of Public Deposit rulesprescribed by Government of India from time to time. As on 1st April 2014 theCompany had outstanding fixed deposits and interest payable thereon aggregatingRs.2722.53 Crores which have since been repaid except for minor amount which will alsobe repaid in due course. An outstanding amount of about Rs. 20 lacs as on 31stMarch 2019 on account of fixed deposits represents some cases under litigation and sometransmission cases which too shall be settled in due course without any delay on the partof the Company.

14.0 AUDITORS AND AUDITORS' REPORT 14.1 STATUTORY AUDITORS:

M/s. Rajendra K. Goel & Co. Chartered Accountants (Firm's RegistrationNo.001457N) were appointed as Statutory Auditors of the Company for a term of fiveconsecutive Financial Years i.e. for 2017-18 to 2021-22 in 20th Annual GeneralMeeting (AGM) held on 23rd September 2017. They hold office from theconclusion of the 20th AGM held on 23rd September 2017 tillconclusion of the 25th AGM to be held in the year 2022. Pursuant to amendmentin provisions of the Companies Act 2013 w.e.f. 07.05.2018 ratification of appointment ofstatutory auditors by the shareholders at every AGM is not required.

14.2 SECRETARIAL AUDITORS:

CS Ashok Tyagi (COP No. 7322) Practising Company Secretary was appointed asSecretarial Auditor of the Company on 19th May 2018 by the Board of Directorsbased on recommendations of the Audit Committee as per Section 204 of the Companies Act2013 for the Financial Year 2018-19. The Secretarial Audit Report for the financial yearended 31st March 2019 forms part of the Directors' Report.

Based on the recommendations of the Audit Committee the Board has further re-appointedCS Ashok Tyagi (COP No. 7322) Practising Company Secretary to conduct the SecretarialAudit for the Financial Year 2019-20 as per Section 204 of the Companies Act 2013.

14.3 COST AUDITORS:

For the Financial Year 2018-19 M/s. J.K. Kabra & Co. Cost Accountants (Firm'sRegistration No. 2890) are carrying out the cost audit in respect of applicable businessesof the Company and their report will be filed with Central Government in due course.

For the Financial Year 2019-20 the Board of Directors of the Company havere-appointed based on recommendations of the Audit Committee M/s. J.K. Kabra & Co.Cost Accountants (Firm's Registration No. 2890) as Cost Auditors for auditing the costaccounts in respect of applicable businesses of the Company. Their remuneration is subjectto ratification by shareholders for which a proposal is contained in the Notice of AGM.

15.0 REPORTS ON CORPORATE GOVERNANCE MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESSRESPONSIBILITY

The Report on Corporate Governance and Management Discussion & Analysis Reportand Business Responsibility

Report (BRR) in prescribed format in terms of Regulation 34 and 53 read with ScheduleV of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR) areannexed and form part of this Annual Report. A certificate from the Auditors confirmingcompliance with the conditions of Corporate Governance is also annexed. The Company iscomplying with the Corporate Governance norms laid down in LODR. The BRR as well as theCompany's Policy on Sustainable Development are accessible on the Company's websitewww.jalindia.com

16.0 EMPLOYEE RELATIONS & PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACEEMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the employees' confidence team spirit& determination in facing the challenges at all works sites and all offices andachieving satisfactory progress.

CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

There was no case filed by any woman during the Calendar year 2018 nor during Calendaryear 2019 (till date) pertaining to sexual harassment of women at work place. The Companyhas formed an ‘Internal Complaints Committee' pursuant to the provisions of ‘TheSexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013' for the purpose of prevention ofsexual harassment of women at workplace. The said Committee gave its Report for theCalendar Year 2018 as well as Interim Report for the Calendar Year 2019 (till date) whichconfirms that no such case has been filed during the said periods.

17.0 OTHER REQUIRMENTS OF COMPANIES ACT 2013 17.1 EXTRACT OF THE ANNUAL RETURN UNDERSECTION 92 (3)

The extract of the Annual Return as provided under Section 92(3) (in form MGT-9) isenclosed as Annexure-3. 17.2 THE NUMBER OF MEETINGS OF THE BOARD

The total no. of meetings of the Board of Directors held during the Financial Year2018-19 is 5 (Five) i.e. 19th May 2018 (ii) 30th July 2018.(iii) 3rd November 2018 (iv) 8th February 2019 and (v) 16thMarch 2019. The details of meetings attended by Directors is given in Corporate GovernanceReport in Para 2.0.

17.3 DIRECTORS' RESPONSIBILITY STATEMENT

Based on internal financial controls work performed by the Internal Statutory Costand Secretarial Auditors and external agencies the reviews performed by the managementwith the concurrence of the Audit Committee pursuant to Section 134(5) of the CompaniesAct 2013 the Board states the following for the year ended 31st March 2019:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had 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.

17.4 STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6)& (7)

In Compliance with the provisions of Section 149(6) & 149 (7) of the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 [LODR]Company has received requisite declarations from all the Independent Directors of theCompany.

17.5 NOMINATION AND REMUNERATION POLICY UNDER SECTION 178(3)

The Company has a policy on Nomination and Remuneration as approved by Board and itsdetails are given under Corporate Governance Report.

17.6 COMMENT ON QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE (IFANY) BY THE STATUTORY AUDITORS AND BY THE COMPANY SECRETARY IN PRACTICE INSECRETARIAL AUDIT REPORT

The observations of Statutory Auditors & Secretarial Auditors and Notes to thefinancial statements are self-explanatory.

Their observations/qualifications and reply of management are given in Annexure4 . 17.7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Particulars of Loans Guarantees or Investments are given in the notes to financialstatements especially under Note No. 3 4 6 and 34 of the Financial Statements.

17.8 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1)

The particulars as per the prescribed Format (AOC-2) are enclosed as Annexure 5.All the related party transactions during the year were on an arm's length basis and inordinary course of business.

17.9 STATE OF COMPANY AFFAIRS IS MENTIONED IN THE BEGINNING OF DIRECTORS' REPORT

The State of Company Affairs is given in para no. 1 2 7 & 8 above.

17.10 AMOUNT IF ANY WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES

NIL.

17.11 AMOUNT IF ANY WHICH COMPANY RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND

NIL.

17.12 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 are no material changes and commitments affecting the financial position of theCompany which have occurred between 31st March 2019 and the date of thisReport.

17.13 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars with respect to conservation of energy technology absorption foreignexchange earnings & outgo pursuant to Section 134 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 for the year ended 31st March 2019 areannexed as Annexure 6 and form an integral part of this Report.

17.14 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICYFOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THEOPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY.

i) The Company has a Risk Management policy as approved by Board and its details aregiven in the Corporate Governance Report.

ii) In the opinion of the Board there is no risk which may threaten the existence ofthe Company.

17.15 DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATESOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The details about the Corporate Social Responsibility (CSR) Policy are given inCorporate Governance Report. The said Policy of the Company is available on the followinglink: [www.jalindia.com/attachment/ CSRpolicy.pdf].

The Initiatives taken by Company during the year are given in Annexure - 7.

17.16 STATEMENT INDICATING THE MANNER IN WHICH

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Annual Evaluation of Board its Committees and Directors is done as per theCriteria laid down by the Nomination and Remuneration Committee (NRC). The NRC carried outthe evaluation of performance of the Board its Committees (other than NRC) and also ofExecutive Directors of the Company at its meeting held on 27th May 2019. TheBoard also carried out the evaluation of NRC at its meeting held on 28th May2019.

The composition of Committees of the Board is as under:

1. AUDIT COMMITTEE
1. Shri K. N. Bhandari Chairman
2. Shri K.P. Rau Member
3. Ms. H.A. Daruwalla Member
4. Shri S.C.K. Patne Member
2. ST AKEHOLDERS' RELATIONSHIP COMMITTEE
1. Shri T. R. Kakkar Chairman
2. Shri Sunil Kumar Sharma Member
3. Shri Sunny Gaur Member
3. NOMINATION & REMUNERATION COMMITTEE
1. Shri T.R. Kakkar Chairman
2. Ms. H.A. Daruwalla Member
3. Shri S.C.K. Patne Member

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 ShriT.R. Kakkar (earlier Member) is Chairman and Shri S.C.K. Patne is Member.)

4. RESTRUCTURING COMMITTEE
1. Shri R.N. Bhardwaj Chairman
2. Shri C.P. Jain Member
3. Ms. H.A. Daruwalla Member
4. Shri Sunny Gaur Member

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 ShriR.N. Bhardwaj is Chairman.)

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

1. Ms. H.A. Daruwalla Chairperson
2. Shri T.R. Kakkar Member
3. Shri Sunil Kumar Sharma Member
4. Shri Pankaj Gaur Member

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 Ms. H.A.Daruwalla is Chairperson Shri Sunil Kumar Sharma is Member and Shri Sunny Gaur is no morea Member.)

6. FINANCE COMMITTEE
1. Shri S.C.K. Patne Chairman
2. Shri T.R. Kakkar Member
3. Shri Sunil Kumar Sharma Member
4. Shri Ranvijay Singh Member

(Note: Shri B.K. Goswami Chairman resigned w.e.f. 22.11.18. W.e.f. 08.02.19 ShriS.C.K. Patne is Chairman. Shri T.R. Kakkar had become Member w.e.f. 19.05.18.)

7. RISK MANANGEMENT COMMITTEE

1. Shri Manoj Gaur Chairman
2. Shri K.N. Bhandari Member
3. Shri R.N. Bhardwaj Member
4. Shri Sunil Kumar Sharma Member
8. COMMITTEE FOR STATUTORY POLICIES
1. Shri Manoj Gaur Chairman
2. Shri R.N. Bhardwaj Member
3. Shri C.P. Jain Member
4. Shri S.C.K. Patne Member

The FINANCIAL RESTRUCTURING COMMITTEE of the Board has been discontinued w.e.f. 8thFebruary 2019 and the scope & functions of this Committee would be carried out byalready constituted RESTRUCTURING COMMITTEE.

The Independent Directors also carried out evaluation of Board of Directors ExecutiveChairman & other Directors in their meeting held on 8th February 2019. Thedetails of the same are given in Corporate Governance Report para no. 9.0.

17.17 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant order passed by the regulators or courts or tribunals impactingthe going concern status. Details of Orders of Competition Commission NCLT and SupremeCourt are given in Notes to Financial Statements/ Directors Report.

17.18 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

The Company has laid down adequate internal financial controls & checks which areeffective and operational. The Internal Audit of the Company for FY 2018-19 has beencarried out by M/s Ernst & Young LLP for all divisions & units of the Company. TheAudit Committee regularly interacts with the Internal Auditors the Statutory Auditors andsenior executives of the Company responsible for financial management and other affairs.The Committee evaluates the internal control systems and checks & balances forcontinuous updation and improvements therein. The Audit Committee also regularly reviews& monitors the budgetary control system of the Company as well as system for costcontrol financial controls accounting controls physical verification etc. The AuditCommittee has regularly observed that proper internal financial controls are in placeincluding with reference to financial statements.

Based on recommendations of the Audit Committee the Board has appointed M/s Ernst& Young LLP as Internal Auditors for F.Y. 2019-20 for all divisions/units of theCompany.

17.19 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Details are given in Annexure - 8.

17.20 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(2) & (3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Details are given in Annexure-9. 18.0 ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to variousDepartments and Undertakings of the Central and State Governments Consortium of Banks andFinancial Institutions and valued Clients & Customers of the Company for theirvaluable support and co-operation. Your Directors also wish to place on record theirappreciation of the whole-hearted and continued support extended by the Shareholders andInvestors as well as employees of the Company which has always been a source of strengthfor the Company.

On behalf of the Board
MANOJ GAUR
Executive Chairman & CEO
DIN: 0008480
Place: Greater Noida
Date : 28th May 2019


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