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Directors Report of Jaiprakash Power Ventures Ltd.
Mar 31, 2025
The Directors of your Company are pleased to present the
Thirtieth Annual Report on the business and operations of
the Company together with the Audited Financial Statements
(Standalone and Consolidated) for the Financial Year ended
31st March, 2025.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of the Company (Standalone) for
the year ended 31st March, 2025 is summarized below:-
(Rs. in Crore)
|
Particulars |
Current |
Previous |
|
Net Revenue |
5462.16 |
6758.11 |
|
Add: Other operating income |
0.03 |
4.67 |
|
Add: Other Income |
244.11 |
388.22 |
|
Total Income |
5706.30 |
7151.00 |
|
Profit before Interest, |
2098.89 |
2624.57 |
|
Less : Finance Cost |
414.13 |
449.18 |
|
Less : Depreciation |
470.20 |
465.11 |
|
Add: Exceptional items (Net) |
- |
(797.05) |
|
Profit /(Loss) before Tax |
1214.56 |
913.23 |
|
Add: Tax expenses (Net) |
(403.83) |
(227.13) |
|
Profit after Tax/(Loss) |
810.73 |
686.10 |
|
(Less)/Add: Other |
0.02 |
0.15 |
|
Total Comprehensive Income |
810.75 |
686.25 |
2. COMPANYâS PLANTS AND OPERATIONS
The Company continued to be engaged in the business of
thermal and hydro power generation, coal mining and cement
grinding. The company presently owns and operates three
Power plants with an aggregate capacity of 2220 MW, 2 MTPA
Cement Grinding Unit and 3.92 MTPA Captive Coal Mine as
per details given below:-
(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of
Uttarakhand, which is in operation since October 2006.
(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar
(M.P) consisting of two units of 250 MW each, First unit
has been in operation since August 2012 and second unit
since April 2013.
(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power
Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two
units of 660 MW each, First unit has been in operation
since September 2014 and second unit since February
2015.
(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie
Cement Grinding Unit with an installed capacity of 2
MTPA.
(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya
Pradesh, which was acquired through e-auction in
2015 with annual capacity of 3.92 MTPA. Entire coal
produced by the said coal mine is being utilized for Power
Generation at JNSTPP.
The Plant availability, Plant load factor and net saleable
energy generation of Hydro and Thermal Power Plants for the
Financial Year 2024- 25 were as under:-
|
Plant |
Plant Availability (%) |
Plant Load (%) |
Net Saleable |
|
Jaypee Vishnuprayag Hydro |
99.32 |
52.18 |
1,589.17 |
|
Jaypee Bina Thermal Power Plant |
82.61 |
68.64 |
2,716.82 |
|
Jaypee Nigrie Supercritical |
90.41 |
80.93 |
8,675.00 |
The saleable energy generation for the year has been 12,980.99
MUs as compared to 13,565.60 MUs during previous year i.e
lower by 584.61 MUs. The performance of various plants is
given as under:-
2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant
400 MW Jaypee Vishnuprayag Hydro Electric Power Plant
is located at District Chamoli, Uttarakhand. The Company
has a PPA with Uttar Pradesh Power Corporation Limited
(UPPCL) to supply 88% of net power generated and the
remaining 12% is supplied free of cost to the Government
of Uttarakhand.
The performance of the Vishnuprayag Hydro Electric
Power Plant during the year ended 31st March, 2025
has been higher than previous year due to hydrology.
During the year ended on 31st March, 2025 the energy
generated was 1828.42 MUs as compared to 1627.46
MUs during the corresponding previous year and the net
saleable energy of 1589.17 MUs as against 1413.67 MUs
during the previous year.
2.2 500 MW Jaypee Bina Thermal Power Plant
Jaypee Bina Thermal Power Plant (JBTPP) located at
Village Sirchopi, District Sagar, Madhya Pradesh, is a coal
based thermal power plant having an installed capacity of
500 MW (2X250 MW).
The Company has a Power Purchase Agreement (PPA)
with Madhya Pradesh Power Management Company Ltd.
(MPPMCL) to supply 65% of installed capacity at tariff
determined by MPERC and with Government of Madhya
Pradesh (GoMP) to supply 5% of actual generation at
variable cost which is also to be supplied to MPPMCL
on behalf of (GoMP). Thus the Plant supplies 70% of
the installed capacity on long-term basis to MPPMCL in
terms of the Power Purchase Agreements executed with
them and balance of installed capacity is being sold as
merchant power.
MPPMCL has been giving restricted schedule to BINA
TPP and is giving erratic and fluctuating schedules of
dispatch most of days & some time scheduling very low
off take, which technically renders it unfeasible to run
the Plant optimally and forcing Company to sell balance
power to power exchanges at un-remunerative tariff.
During FY 2024-2025, total 2,716.82 MUs power were
delivered out of which, 1,650.82 MUs were delivered to
MPPMCL and balance 1,065.98 MUs were sold on power
exchange and on bilateral sale basis of which 216.73 MUs
of power were sold, mainly to meet technical minimum
requirement of the plant.
The gross energy generation of JBTPP was 3,006.52 MUs
during the year 2024-25 as compared to 3,328.97 MUs
during the previous year, thus was lower by 322.45 MUs.
The Company achieved a PLF of 68.64 % as compared to
75.80 % in the previous year.
As reported in previous year, the contract for Supply
and Technical Field Advisory Support of Flue Gas
Desulphurization (FGD) was awarded to M/s. GE
Power India Ltd. on 30th March, 2024 for Rs.284.40
crores, in pursuance of which engineering activities and
some fabrication activities were taken up by M/s. GE
Power. However, on 30th December, 2024, MoEF had
issued an amendment with respect to the time line for
implementation of FGD and the revised time line is 31st
December, 2029. Accordingly, a Petition has been filed in
MPERC for further direction on the process to be followed
for implementation in view of the revised time lines.
2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power
Plant
1320 MW (2x660 MW) Coal based Jaypee Nigrie
Supercritical Thermal Power Plant is located in Nigrie
village, Tehsil Sarai in Singrauli district of Madhya
Pradesh.
The Plant has long term PPAs with MPPMCL to supply
30% of installed capacity at tariff determined by MPERC
guidelines and with GoMP to supply 7.5% of actual
generation at variable cost which is also to be supplied
to MPPMCL on behalf of GoMP Part of Energy generation
is also sold on merchant basis through bilateral
arrangements, through Indian Energy Exchange (IEX),
Hindustan Power Exchange (HPX) & Power Exchange of
India Limited (PXIL).
The gross energy generation of the Plant was 9357.73
MUs during the year 2024-25 as compared to 9840.56
MUs in the previous year, which was lower by 482.83
MUs. During the year 2024-25, 5090.54 MUs power was
sold as merchant sales. The Company achieved a PLF of
80.93 % as compared to 84.87 % in the previous year.
As reported in previous year, the contract for supply of
Flue Gas Desulphurization (FGD) was awarded to M/s.
GE Power India Ltd. on 30th March, 2024 for Rs.490.50
crores, in pursuance of which engineering activities and
some fabrication activities were taken up by M/s. GE
Power. However, on 30th December, 2024, MoEF had
issued an amendment with respect to the time line for
implementation of FGD and the revised time line is 31st
December, 2029. Accordingly, a Petition has been filed in
MPERC for further direction on the process to be followed
for implementation in view of the revised time lines.
2.4 Coal Mining Operations
(i) Amelia (North) Coal Mine
Amelia (North) Coal Mine has been operating at its
Peak Rated Capacity (PRC) of 2.8 MTPA since 2015.
Coal is being used for 2 x 660 MW Jaypee Nigrie
Super Thermal Power Plant, Nigrie, M.P Looking
at the scenario of sustained shortage of coal, the
Ministry of Coal, Government of India, released a
notification, wherein the production capacity of coal
mine can be enhanced up to 50% of the existing
Peak Rated Capacity (PRC).
After obtaining Environmental Clearance on 7th
February, 2024, the company attained the PRC of
3.92 MTPA in FY 2023-24 and achieved same PRC in
FY 2024-25 also.
(ii) Bandha North Coal Mine
The Ministry of Coal, Government of India has
allowed commercial mining of Coal on revenue
sharing basis and under this scheme a partially
explored Bandha North Coal Block had been put on
auction. Since this coal block is adjacent to Amelia
(North) Coal Mine and was to be operationally and
strategically favourable, the Company participated in
the auction and the Coal Block was allocated to the
Company for exploration.
The Coal Block Development and Production Agreement
was signed on 17th October 2022 and allocation order
issued on 12th December 2022. Since the coal block is
partially explored detailed exploration was carried out and
Geological Report is under preparation. Simultaneously
preparation of mining plan has started to adhere to the
efficiency parameters of the CBDPA.
2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie,
Distt. Singrauli in Madhya Pradesh, started commercial
operations w.e.f. 3rd June, 2015. There was no production
of Cement in the Plant during FY 2024-25 due to clinker
supply constraints.
The Company is still exploring the ways to exit the non¬
core activity of Cement Grinding.
3. OPERATIONS
The total income from operations for the year ended
31st March, 2025 aggregated to Rs. 5462.19 crore as
compared to Rs. 6762.78 crore in the previous year i.e.
lower by Rs. 1300.59 crore.
The operation resulted in (profit before exceptional items,
tax and regulatory deferral account balances) for the year
under review of Rs. 1214.56 crore as compared to profit of
Rs. 1710.28 crore in the previous year. Exceptional items
for the year under review was Nil against exceptional item
which was Rs 797.05 in the previous year.
The total income on consolidated basis for the year
ended 31st March, 2025 aggregated to Rs. 5707.55 crore
as compared to Rs. 7151.29 crore in the previous year.
However, Net profit after tax and exceptional items on
consolidated basis during the year under review stood at
Rs. 813.55 crore as compared to net profit on consolidated
basis of Rs. 1021.95 crore during the previous year.
4. DIVIDEND
Due to non-availability of distributable profits in the current
year, dividend was not recommended by the Board.
Pursuant to Regulation 43A of the SEBI (LODR)
Regulations, 2015, the Company has adopted the
Dividend Distribution Policy, setting out the broad
principles for guiding the Board and the management
in matters relating to declaration and distribution of
dividend. The Dividend Distribution Policy is available
on the website of the Company at https://www.
jppowerventures.com/wpcontent/uploads/2019/05/
JPVL_DIVIDEND-DISTRIBUTION-POLICYpdf.
5 TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
6. SHARE CAPITAL
The Share Capital of the Company comprises of Equity
and Preference Share Capital.
(i) The paid up Equity Share Capital of the Company as
on 31st March, 2025, was Rs. 6853,45,88,270 divided
into 685,34,58,827 Equity Shares of Rs.10/- each out
of which, 24% Shares are held by Promoters and
17.52% are held by Banks, Financial Institutions and
Insurance Companies. The Company has not issued
any fresh shares during the year under review.
(ii) The Company also has Preference Shares issued
to lenders pursuant to Debt Resolution Plan and the
Framework Agreement dated 18th April, 2019, detail
of which is as follows:-
(a) 0.01% Cumulative Compulsory Convertible
Preference Shares (CCCPs) aggregating to
Rs.3805.53 crore to lenders;
(b) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs.7.5 crore to be redeemed
in 3 equal installments to Union Bank of India
(erstwhile Corporation Bank); and
(c) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs. 12.02 crore to be
redeemed out of the sale proceeds of Nigrie
Cement Grinding Unit to Canara Bank.
Also, your Company has not issued any:
o Shares with differential rights
o Sweat equity shares
o Equity shares under Employees Stock Option
Scheme
7. DEPOSITS
During the year under review, the Company has not
accepted any fixed deposits within the meaning of
Section 73 of the Companies Act, 2013 (âthe Actâ) read
with the Companies (Acceptance of Deposit) Rules, 2014.
8. HOLDING & SUBSIDIARIES
As on 31st March, 2025, the Company had following
wholly owned subsidiaries:
i) Jaypee Arunachal Power Limited;
ii) Sangam Power Generation Company Limited;
iii) Jaypee Meghalaya Power Limited;
iv) Bina Mines and Supply Limited (Previously known as
Bina Power and Supply Limited)
The status of the projects implemented/being
implemented through aforesaid subsidiaries is as under:-
8.1 Jaypee Arunachal Power Limited
Jaypee Arunachal Power Limited (JAPL) was incorporated
by the Company as a wholly owned subsidiary of the
company, to set up 2700 MW Lower Siang and 500
MW Hirong H.E. Projects in the State of Arunachal
Pradesh. Jaiprakash Power Ventures Limited alongwith
its Associates was to ultimately hold 89% of the Equity
of JAPL and the balance 11% was to be held by the
Government of Arunachal Pradesh.
The Company has equity investment of Rs. 228.72
crores in the project. The project was initiated in FY
2008-09. Since then, there had been considerable
delays in obtaining different approvals for the project.
In the meanwhile Ministry of Power GOI has decided to
implement these project by Public Sector Undertakings
and allocated these projects as per the order F.No.14-
15/16/2021-H.I(259535) dated 22.12.2021 as follows:-
1. Lower Siang HEP (2700 MW) to NHPC Ltd.
2. Hirong HEP (500MW) to NEEPCO
Further, there had been continuous reluctance on the part
of the said PSUs and the possibility of the project coming
into effect has diminished, therefor, the Company has
written off the investment in the project.
8.2 Sangam Power Generation Company Limited
Sangam Power Generation Company Limited (SPGCL)
was acquired by the Company from Uttar Pradesh
Power Corporation Limited (UPPCL) through competitive
bidding process, for the implementation of 1320 MW (2
x 660 MW) Thermal Power Project (with permission to
add one additional unit at 660 MW) in Tehsil Karchana of
District Allahabad, Uttar Pradesh.
SPGCL executed Deed of Conveyance with Uttar Pradesh
Power Corporation Limited (UPPCL) but the District
Administration could not hand over physical possession
of land to SPGCL due to local villagers'' agitation.
As such, no physical activity could be started on the
ground. SPGCL has written to UPPCL and all procurers
that the Power Purchase Agreement is rendered void
and cannot be enforced. As such, it was, inter-alia,
requested that Company''s claims be settled amicably
for closing the agreement(s). Due to abnormal delay in
resolving the matter by UPPCL, SPGCL has withdrawn
all its undertakings given to UPPCL and lodged a claim
of Rs. 1,157.22 crore on them vide its letter no. SPGCL/
NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed
a petition with Hon''ble Uttar Pradesh Electricity Regulatory
Commission (UPERC) for release of performance bank
guarantee and payment of certain claims.
Hon''ble UPERC has concluded the hearing and vide
order dated 28th June, 2019 has directed UPPCL as
under:-
a) The Power Purchase Agreement dated 17th
October, 2008 and Share Purchase Agreement
dated 23rd July, 2009 would stand terminated. As
a consequence of termination of Share Purchase
Agreement, the Respondent (UPPCL) shall become
the owner of SPGCL.
b) Allowed reimbursement of actual expenses of Rs.
251.37 crores and allowed simple interest @9%
on Rs. 149.25 crores which include expenditure on
Land, Advances and Admin. Expenses.
c) The Respondent will immediately release the Bank
Guarantee provided by the Petitioner (SPGCL).
UPPCL and SPGCL had filed Appeals against the Order
of UPERC with APTEL. APTEL vide its Order dated
14.07.2021 has disallowed the Appeals and directed
UPERC for verification & payment of expenses allowed in
its Order & release of performance guarantees.
In terms of Order passed by APTEL, SPGCL has filed
application with UPERC for verification of expenses
& payment of expenses with Interest and release of
performance guarantee.
UPPCL and SPGCL have filed Appeals with Supreme
Court against the Order passed by APTEL. Hon''ble
Supreme Court has stayed the Order passed by APTEL
and matter is pending for final hearing.
An amount of Rs. 552.21 crore has been spent on the
Project up to 31st March, 2025.
During the financial year 2023-24, the Company had
written off Rs. 330.25 crores out of the total investments
made in the subsidiary.
8.3 Jaypee Meghalaya Power Limited
Jaypee Meghalaya Power Limited (JMPL) was
incorporated by the Company as a wholly owned
subsidiary to implement 270MW Umngot HE Power
Project and 450MW Kynshi-II HE Power Project on BOOT
(Build, Own, Operate and Transfer) basis.
Since then, efforts were made to operationalize the
projects but ultimately, both the above projects became
inoperative due to reasons given below:
In respect of Umngot HE Power Project (270MW),
since there was opposition by the local people, State
Government halted the project and advised that Umngot
HE Power Project would not be operationalized as per
MoA till further orders. The matter was being pursued with
State Government for permission to resume the works.
In the meanwhile, the, State Government decided vide
minutes of the meeting dated 22.04.2022 to terminate
the MOA and begun the process for re-allocation of this
project through ICB route to PSUs.
Further, in respect of Kynshi HE Project II (3X150MW)
project, it was been established that there were deposits
of Uranium in the area of project. Therefore, it became very
difficult to obtain clearance from Ministry of Environment
and Department of Atomic Energy to move further in this
respect. For the reason cited above, the Government
of Meghalaya declared this project as non-feasible and
scraped the same.
As such, both the projects had become non-feasible, the
Company wrote off the investment made in the JMPL
amounting to approx. Rs. 8.3 crores.
8.4 Bina Mines and Supply Limited
Company has extended its business in Aviation and
purchased an Augusta AW 109-E Helicopter from M/s.
Himalayaputra Aviation Limited, New Delhi.
Company is in process of seeking Non Scheduled
Operating Permit (NSOP) approval from Ministry of Civil
Aviation.
In this respect, necessary applications have been
submitted to Ministry of Civil Aviation seeking Non
Scheduled Operating Permit (NSOP) approval.
The Company''s advancement toward securing NSOP is
as under:
⢠The Pre-Application Meeting with the DGCA was
completed during the year 2024-2025, addressing
the NOC from HQ DGCA for the local acquisition of
the helicopter. The required fees for the change of
Certificate of Registration were submitted, and the
local acquisition permission is approved.
⢠A formal meeting was held with the DGCA''s
directorate team after all manuals for non-technical
assessment were submitted.
⢠The evaluation phase is currently underway, with
the DGCA reviewing various manuals, including the
Flight Safety Manual, FSDS Manual, SMS Manual,
Operations Manual, MEL, AMP test flight schedule,
weight schedule, Tech Log Book, Passenger Briefing
Card, Load & Trim Sheet, and CAME.
⢠As the Airworks CAMO office is based in Bangalore,
the Accountable Manager and Nodal Officer will be
visting the DGCA office there for the initial technical
evaluation of these documents. During this phase,
the helicopter will be grounded for approximately one
and a half months to transfer its C of R of helicopter
VTJPS from Himalyaputra Aviation Ltd to Bina Mines
and Supply Ltd.
⢠Upon approval of the manuals, the DGCA will inspect
the office facilities and evaluate the employee
strength at Bina Mines and Supply Ltd.
⢠Once all phases are complete, the final certification
phase will begin, during which the DGCA team will
conduct a proving flight on our helicopter, VTJPS, for
one hour. After the proving flight, the DGCA pilots
will issue the NOC, and the certification process will
proceed at HQ DGCA, leading to the issuance of
the NSOP with the fees for which have already been
paid.
9. REPORT ON PERFORMANCE OF SUBSIDIARIES
The performance and financial position of each of the
subsidiaries of the Company for the year ended 31st
March, 2025 is attached in the prescribed format AOC-1
as set out in âAnnexure-Aâ and forms part of this Report.
In accordance with Section 136 of the Companies Act,
2013, the Audited Financial Statements, including
the Consolidated Financial Statements and related
information of the Company and Audited Accounts of
each of its subsidiaries, are available on the website
www.jppowerventures.com. These documents will also
be available for inspection during business hours at the
Registered Office of your Company.
The Policy on Material Subsidiaries, as approved by the
Board of Directors, may be accessed on the Company''s
website at the link: https://www.jppowerventures.com/
wp-content/uploads/2025/02/Policy-on-Material-
Subsidiaries.pdf
10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, your Company''s Board had
Ten Directors, out of which six are Independent Director
including two Women Independent Director.
As required under the Act and the SEBI Regulations,
the Company has constituted following Statutory
Committees:-
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
⢠Risk Management Committee
⢠Corporate Social Responsibility Committee
All the recommendations made by the Committees
including the Audit Committee, were accepted by the
Board.
The details of Board and Committees composition,
tenure of Directors, date of meeting and other details
are available in the Corporate Governance Report, which
forms part of the Annual Report.
10.1 Changes in the Board
Following changes occurred in the board of the Company
during the year under review:
a) Shri Sunil Kumar Sharma (DIN: 00008125) and Shri
Suren Jain (DIN: 00011026) retired by rotation at the
29th Annual General Meeting held in 2024, being
eligible, were re-appointed.
b) Shri Sonam Bodh (DIN:06731687), Nominee
Director ceased to be Director from 9th July 2024
due to withdrawal of his nomination by the IDBI Bank
Limited.
c) Shri Sunil Kumar Sharma (DIN: 00008125) was re¬
appointment as a Whole-time Director on the Board
of the Company from 1st April, 2024 to 31st March,
2025.
d) Dr. Dinesh Kumar Likhi (DIN: 03552634) was re¬
appointed as an Independent Director on the Board
of the Company for second consecutive term for 3
(three) years with effect from 6th August, 2024 up to
5th August, 2027.
e) Shri Suren Jain (DIN: 00011026) was re-appointed
as Managing Director & CEO on the Board of the
Company for a further period of 5 (five) years with
effect from 12th January, 2025 up to 11th January
2030.
f) Shri Praveen Kumar Singh (DIN: 00093039) was re¬
appointed as a Whole-Time Director on the Board
of the Company for a further period of 5 (five) years
with effect from 12th August, 2024 up to 11th August,
2029.
g) Shri Pritesh Vinay, Non-Executive Director (DIN:
08868022) resigned on 21st February 2025 from the
board due to personal reasons.
h) Shri Rama Raman, Independent Director (DIN:
01120265) resigned on 12th March 2025 from the
board due to personal reasons.
i) Professor Suresh Chandra Saxena (DIN: 02254387)
was appointed, as an Independent Director on the
Board of the Company with effect from 21st March
2025 for a period of 3 (Three) years with effect from
21st March 2025 to 20th March 2028.
j) Shri Manoj Gaur (DIN: 00008480) and Shri Praveen
Kumar Singh (DIN: 00093039) shall retire by
rotation at the ensuing Annual General Meeting
and are eligible and have offered themselves for re¬
appointment.
10.2 Key Managerial Personnel
Shri Sunil Kumar Sharma (DIN: 00008125) continued to
be Whole Time Director as he was re-appointment as a
Whole-time Director on the Board of the Company from
1st April, 2025 to 31st March, 2027.
Shri Suren Jain (DIN: 00011026) continued to be
Managing Director & CEO of the Company.
Shri Praveen Kumar Singh (Din: 00093039) continued to
be Whole Time Director of the Company.
Shri R.K. Porwal, Chartered Accountant, continued to be
CFO of the Company.
Shri Mahesh Chaturvedi (FCS 3188) continued to be
Company Secretary and Compliance Officer of the
Company.
10.3 Number of meetings of the Board of Directors
During the financial year 2024-25, five meetings of the
Board of Directors were held. The maximum time gap
between two Board Meetings was not more than one
hundred and twenty (120) days. The details of date and
attendance of the Directors at the Board Meeting are
given in Report on Corporate Governance which forms
part of the Annual Report.
10.4 Statement on declaration given by Independent
Directors
The Independent Directors of your Company have
confirmed that (a) they meet the criteria of Independence
as prescribed under Section 149 of the Act and
Regulation 16 of the SEBI (LODR) Regulations 2015, and
(b) they are not aware of any circumstance or situation,
which could impair or impact their ability to discharge
duties with an objective independent judgment and
without any external influence. Further, in the opinion of
the Board, the Independent Directors fulfill the conditions
prescribed under the SEBI (LODR) Regulations 2015 and
are independent of the management of the Company.
The Independent Directors have also confirmed that they
have complied with the Company''s Code of Conduct.
10.5 Nomination & Remuneration Policy
As per provisions of the SEBI (Listing Obligation and
Disclosure Requirement) (Amendment) Regulation, 2018,
which had come into force w.e.f. 01.04.2019, in line with
the modifications, corresponding changes have been
made in the Nomination and Remuneration Policy of
the Company by the Board on the recommendation of
Nomination & Remuneration Committee. The Policy was
again reviewed on 1st May, 2025. The Nomination and
Remuneration Policy is available on our website at www.
jppowerventures.com.
10.6 Annual evaluation of performance of the Board, its
Committees and Individual Directors
(i) Pursuant to provision of Section 178 (2) of the
Companies Act, 2013, Nomination and Remuneration
Committee (NRC) of the Board in its meeting held on
11th May, 2019 had specified the manner for effective
evaluation of performance of Board, its Committees
and individual Directors. Accordingly, NRC in its
meeting held on 1st May, 2025 had carried out the
evaluation of performance of Board, its Committees
except NRC and that of individual Directors on the
basis of various attributes and parameters as well as
in accordance with Nomination and Remuneration
Policy of the Company.
(ii) A meeting of Independent Directors was held on
10th March, 2025 without the attendance of Non¬
Independent Directors or any member of the
Management, for evaluation of performance of Non¬
Independent Directors and Board as a whole and the
Chairperson as well as to assess the quality, quantity
& timeliness of information between Company
management and Board that was necessary for
Board to effectively & reasonably perform their
duties.
(iii) As per para VIII (1) of the Schedule IV of the
Companies Act, 2013 as well as Regulation 17(10)
of SEBI (LODR) Regulations, 2015, the Board of
Directors in their meeting held on 1st May, 2025
evaluated the performance of the Board as a whole,
performance of the Nomination and Remuneration
committee and also the performance of every
individual Director (including Independent Directors).
The evaluation of Independent Directors was done
by the entire Board, excluding the Director being
evaluated. Further, as per the said Regulation 17(10)
of SEBI (LODR) Regulations, 2015, the Board also
evaluated fulfilment of the criteria of independence
and their independence from the management.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013,
the Directors to the best of their knowledge and ability,
confirm in respect of the Audited Annual Accounts for the
year ended 31st March, 2025 that:
a. in the preparation of the annual accounts, the
applicable accounting standards had been followed
and that there were no material departures;
b. the Directors had, in consultation with the Statutory
Auditors, selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company for the year ended 31st March, 2025 and
profit of the Company for that period;
c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud
and other irregularities;
d. the Directors had prepared the annual accounts on a
going concern basis;
e. the Directors had laid down proper internal financial
controls to be followed and that such internal
financial controls were adequate and were operating
effectively; and
f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
12. AUDITORS
12.1 Statutory Auditors
The Board of Directors in its meeting held on 27th
May, 2022 had, on the recommendation of the Audit
Committee, re-appointed M/s. Lodha & Co. LLP Chartered
Accountants as Auditors of the Company for a second
term of 5 (five) consecutive years from the conclusion
of 27th Annual General Meeting till the conclusion of the
32nd Annual General Meeting to be held in 2027 at such
remuneration as may be fixed by the Board of Directors of
the Company from time to time.
12.2 Cost Auditors
M/s Sanjay Gupta & Associates, Cost Accountants (Firm
Registration No: 000212) were appointed to audit the
Cost Records relating to âPower Generationâ of various
plants of the Company and also for Cement Grinding Unit
for the Financial Year 2024-25. The Cost Audit Report
for the Financial Year 2024-25 will be filed within the due
date.
For FY 2025-26, pursuant to the provisions of Section
148 of the Companies Act, 2013 read with Notifications/
Circulars issued by the Ministry of Corporate Affairs from
time to time, the Board of Directors of the Company have,
on the recommendation of Audit Committee has appointed
M/s. Sanjay Gupta & Associates, Cost Accountants
(Firm Registration No: 000212) as Cost Auditors of the
Company for auditing the Cost Records relating to âPower
Generationâ of various plants of the Company and also
for Cement Grinding Unit and a Resolution for ratification
of their remuneration has been included in the Notice of
ensuing Annual General Meeting.
12.3 Secretarial Auditor
In pursuance of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board, on the recommendations of the Audit Committee,
had appointed M/s. VLA & Associates, Practicing
Company Secretary to undertake the Secretarial Audit of
the Company for the Financial Year ended 31st March,
2025.
Secretarial Audit Report for the Financial Year ended
on 31st March, 2025, issued by M/s. VLA & Associates,
Practicing Company Secretary, in Form MR-3 forms part
of this report and marked as âAnnexure-Bâ.
The Secretarial Auditor has made observation in his
Report which is outlined in Para 20 of this Report.
The said report contains no qualification/observation
except as mentioned hereinabove requiring explanation
or comments from Board under section 134(3) (f) (ii) of
the Companies Act, 2013.
In compliance with the Regulation 24 A of SEBI (LODR)
Regulations, 2015 and Section 204 of Companies Act,
2013, the Board of Directors, on the recommendations
of the Audit Committee, at their meeting held on 1st
May, 2025, approved the appointment of M/s. VLA &
Associates, Practicing Company Secretary (CP No. 7622)
as Secretarial Auditor of the Company to hold office from
Financial Year 2025-26 till 2029-30, at such remuneration
as may be decided by the Board.
13. AUDITORSâ REPORT
The Directors wish to state that the Statutory Auditors
of the Company has given modified opinion on the
Standalone Financial Statements of the Company for
the year ended 31st March, 2025. The qualification in
the Standalone Financial Statement and management
response to the aforesaid qualification is given as under:-
|
Auditorsâ Qualification |
Managementâs Reply |
|
|
1. (a) |
Note no. 44(e) regarding non provision against corporate Further, to that extent non-compliance of Ind AS 113 as As stated in note no. 44(e) of the audited standalone financial As stated in para (A) above, impact is unascertainable in the |
In the opinion of the Management there will be no material Corporate Guarantee of US$ 1,500 Lakhs in favour of Said Corporate Guarantee has no essence to lodge/ [(@) as stated in the note no. 44(e) SBI has assigned its Presently Impact cannot be quantified. |
|
1 |
As stated in para in (A) above, JAL has been admitted into |
JAL is doing Civil Work and other works for JPVL. It is |
|
(B) |
Corporate Insolvency Resolution Process (CIRP) and IRP/ |
also doing Coal Handling work at Jaypee Bina Thermal |
|
RP has been appointed. We draw the attention to the note |
Power Plant. There is regular recovery from JAL, during |
|
|
no. 51 [read with note no. 44(e)] of the audited standalone |
the current FY The Company has originally filed claim of |
|
|
financial statements that the ''Company has paid advance of |
Rs. 4,841 lakhs (net). However, as on 31st March, 2025, |
|
|
Rs. 3,434 lakhs (net) to/for carrying out certain works/repairs |
balance in the account of JAL is Rs. 3,434 lakhs (net). In |
|
|
under different contracts. Against advance payment made to |
the opinion of the Management, there are fair chances for |
|
|
JAL, no provision has been made and as stated in the said |
recovery of this amount and there is no Provision required |
|
|
note and the Company has filed claims with RP for advance Matter stated in para (A) above had also been qualified in our |
for it. |
Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The
Management Reply thereto are as under:-
|
Auditorsâ Emphasis on matters |
Managementâs Reply |
|
|
a) |
Attention is invited to note no. 44(h) of the audited standalone |
Based on the legal opinion obtained by the Company, the The Company has filed an Appeal with Appellate Tribunal |
|
b) |
As stated in note no. 48 (i) of the audited standalone financial |
In respect of Nigrie Power and Cement unit, entry tax of |
|
c) |
As stated in note no. 59(a) & 59(c) of the audited standalone |
Management is in the process to confirmations/ |
|
d) |
(i) note no. 54(b) [read with note no. 54(a)] of the audited (ii) As stated in note no. 54(b)(ii) of the audited standalone |
The Contract(s) were expired prior to 31.03.2024. |
|
e) |
As stated in note no. 47 of the audited standalone financial |
In respect of investigation conducted by the SEBI, the In this regard, the management believes that there was The Company had preferred an appeal before SEBI |
|
Auditor''s opinion is not modified in respect of above stated matters in para (a) to (e). |
||
Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The
Management''s Reply thereto are as under:-
|
Auditorsâ Qualification |
Managementâs Reply |
|
|
1. (a) |
Note no. 43(e) regarding non provision against corporate Further, to that extent non-compliance of Ind AS 113 as |
In the opinion of the Management there will be no material Corporate Guarantee of US$ 1,500 Lakhs in favour of Said Corporate Guarantee has no essence to lodge/ |
|
As stated in note no. 43(e) of the audited consolidated As stated in para (A) above, impact is unascertainable in the |
[(@) as stated in the note no. 43(e) SBI has assigned its Presently Impact cannot be quantified |
|
|
1. (B) |
As stated in para in (A) above, JAL has been admitted into Matter stated in para (A) above had also been qualified in our |
JAL is doing Civil Work and other works for JPVL. It is |
|
Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. The |
||
|
Auditorsâ emphasis on matters |
Managementâs reply |
|
|
a) |
Attention is invited to note no. 43(h) of the audited |
Based on the legal opinion obtained by the Company, The Company has filed an Appeal with Appellate Tribunal |
|
b) |
As stated in note no. 46 (i) of the audited consolidated |
In respect of Nigrie Power and Cement Grinding Unit, |
|
c) |
As stated in note no. 57(a) & 57(c) of the audited consolidated |
Management is in the process to confirmations/ |
|
d) |
(i) note no. 49(b) [ read with note no. 49(a)] of the audited |
The Contract(s) were expired prior to 31.03.2024. |
|
(ii) As stated in note no. 49(b)(ii) of the audited consolidated |
||
|
e) |
As stated in note no. 45 of the audited consolidated financial |
In respect of investigation conducted by the SEBI, the In this regard, the management believes that there was The Company had preferred an appeal before SEBI |
|
Auditor''s opinion is not modified in respect of above stated matters in para (a) to (e) |
||
|
f) |
Uncertainty on the going concern - of Subsidiary Companies: (i) Jaypee Arunachal Power Limited: Jaypee Arunachal |
(i) Financial statement of JAPL have been prepared |
|
(ii) Jaypee Meghalaya Power Limited: Jaypee Meghalaya |
(ii) Financial statement of JMPL have been prepared |
|
|
(iii) Sangam Power Generation Company Limited: Sangam |
(iii) Financial statement of SPGCL have been prepared |
|
|
Auditor''s opinion is not modified in respect of above stated matters in f (i) to (iii). |
||
14. DETAILS OF FRAUD REPORTABLE BY AUDITOR.
During the year under review, neither the statutory auditors
nor the secretarial auditors of the Company has disclosed
any instance of fraud committed in the Company by its
officers or employees required to be disclosed in terms of
Section 143(12) of the Companies Act, 2013.
15. COMMISSION TO MANAGING DIRECTOR OR WHOLE
TIME DIRECTORS OF THE COMPANY FROM ANY OF
ITS SUBSIDIARIES.
Neither the Managing Director nor any of the Whole time
Directors of the Company received any remuneration or
commission from any of its subsidiaries required to be
disclosed in terms of Section 197(14) of the Companies
Act, 2013.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti- Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013 and rules made
thereunder. An Internal Complaints Committee (ICC) is in
place as per the requirements of the said Act to redress
complaints received regarding sexual harassment. All
women employees (permanent, contractual, temporary,
trainees) are covered under this policy.
Pursuant to Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(x) of Companies (Accounts)
Rules,2014, no case has been reported during the year
under review.
17. DETAIL OF APPLICATIONS / PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.
During the year under review, pursuant to Section 134(3)
(q) of the Companies Act, 2013 read with Rule 8(5)
(xi) of Companies (Accounts) Rules,2014, there was
no applications / proceedings under insolvency and
bankruptcy code, 2016 has been initiated against the
Company
18. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT (OTS) AND THE VALUATION DONE
WHILE TAKING LOAN.
Pursuant to Section 134(3)(q) of the Companies Act read
with Rule 8(5)(xii) of Companies (Accounts) Rules, 2014,
the Company has not made any OTS with the banks /
financial institutions during the year under review, hence,
no valuation was done.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES
All Related Party Transactions were done on an arm''s
length basis and in the ordinary course of business. During
the year, the Company has not entered into any contract/
arrangement/ transaction with related parties which could
be considered material in accordance with the policy of the
Company on materiality of related party transaction.
The Board of Directors of the Company has reviewed the
Policy on Related Party Transactions on 1st February, 2025
and amended pursuant to the SEBI Notification No. SEBI/
LAD-NRO/GN/2024/218 dated 12th December 2024 vide
SEBI (LODR)(3rd Amendment) Regulations, 2024. The
amended policy on Related Party Transactions, as approved
by the Board, may be accessed on the Company''s website
at the link: https://www.jppowerventures.com/wp-
content/uploads/2025/02/Related-Party-Transaction-
Policy.pdf
The details of Related Party Transactions, as required under
Indian Accounting Standard-24 (Ind AS-24), are provided
in the accompanying Financial Statements forming part
of this Annual Report. Form AOC-2 pursuant to Section
134 (3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out as
âAnnexure-Câ to this Report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
In respect of investigation conducted by the SEBI, the
Company and its four Directors (including one ex- whole
time Director), MD and CEO and CFO had been served
Show Cause Notice (SCN) in earlier year under Rule 4(1)
of SEBI (Procedure for holding inquiry and imposing
penalties), Rules, 1995 on issues related with alleged non¬
compliances of certain accounting standards/ Ind AS etc. for
the financial years from 2012-13 to 2021-22. Vide its order
dated 27th December, 2024 SEBI has imposed the penalty
of Rs. 14 lakhs on the Company (excluding penalty of Rs.
40 lakhs imposed on MD & CEO, CFO and four Directors
(including one ex- whole time Director)). In this regard, the
management believes that there was no non-compliances
in past as full disclosure were made on the basis of, the then
decision taken, and there will be no material impacts of this
order on the state of affairs the Company. The Company had
preferred an appeal before SEBI Appellate Tribunal (SAT)
against the above referred SEBI Order, decision of which
is awaited. However, SAT vide its order dated 6th March,
2025 was pleased to stay the recovery subject to deposit
of 50% of penalty imposed by SEBI. The 50% penalty was
deposited in time by all the noticees.
21. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, copies of the Annual Returns of the
Company prepared in accordance with Section 92(1) of the
Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed
on the website of the Company and is accessible at
the web-link: https://www.jppowerventures.com/wp-
content/uploads/2025/05/MGT_7-2025.pdf
22. PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES AND SECURITY
The provisions of Section 186 of the Companies Act,
2013, with respect to a loan, guarantee or security is
not applicable to the Company for being engaged in
providing infrastructural facilities as specified in Schedule
VI appended to the Act. However, particulars of loans
given, guarantees given and securities provided and
investments made under the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to the
Financial Statements.
23. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.
24. RISK MANAGEMENT
The Provisions of SEBI (LODR) Regulations, 2015 for
constitution of Risk Management Committee is applicable
on top thousand (1000) listed entities on the basis of market
capitalization. Since the Company falls within top 500 listed
entities, accordingly, the Company has constituted the Risk
Management Committee details of which are given in the
Corporate Governance Report forming part of the Annual
Report.
The policy on Risk Management as approved by
board is available on company''s website at https://
jppowerventures.com/wp-content/uploads/2021/10/
RISK-MANAGEMENT-POLICY.pdf
In the opinion of the Board, there is no risk which may
threaten the existence of the Company as a going concern.
25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
In terms of Regulation 34 of SEBI (LODR) Regulations 2015,
the Company falls within top Five Hundred (500) listed
entities based on market capitalization as on 31st March,
2025, as such, a Business Responsibility and Sustainability
Report (BRSR) is annexed with the Annual Report.
26. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social
Responsibility (CSR) Committee and has framed a CSR
Policy. Corporate Social Responsibility Policy is available
on our website at https://jppowerventures.com/wp-
content/uploads/2024/05/CSR-Policy_May24.pdf. The
brief details of CSR Committee are provided in the Report
on Corporate Governance. The Annual Report on CSR
activities as required to be given under Section 135 of
the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as
amended is annexed herewith as âAnnexure-Dâ.
27. PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts)
Second Amendment Rules, 2015 (As per notification
dated 4th September, 2015), is annexed to this Report as
âAnnexure-Eâ.
28. MATERIAL CHANGES AND COMMITMENTS
The Board wishes to mention the following material
developments which took place after the closure of
Financial Year:
On 3rd June, 2024, the Hon''ble National Company Law
Tribunal, Allahabad Bench, has admitted Jaiprakash
Associates Limited (JAL) (the Promoter Company of the
Company, which holds 24% stake in the Company) in
Corporate Insolvency Resolution Process (CIRP) and
appointment of Interim Resolution Professional under
Section 7 of the Insolvency and Bankruptcy Code, 2016.
Further developments in regard to the process are available
in the Public Domain of JAL''s & Stock Exchanges'' website.
The Company has already clarified to stakeholders
through regulatory filings with Stock Exchanges that being
a separate legal entity managed by a separate Board of
Directors and team of executives, there is no impact on
the operational performance and financial well-being of the
Company.
In terms of Section 134(3)(l) of the Companies Act, 2013,
except as disclosed elsewhere in this report, no material
changes and commitments are perceived to affect the
Company''s financial position which have occurred between
the end of the financial year of the Company to which the
financial statements relate and date of the report and there
has been no change in the nature of business.
29. CORPORATE GOVERNANCE REPORT AND
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
A report on Corporate Governance as stipulated by
Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of
this Annual Report along with the required Certificate from
the Auditors confirming compliance with the conditions of
Corporate Governance.
As required under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report on
the operations and financial position of the Company has
been provided in a separate section which forms part of
this Annual Report.
30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Board has, pursuant to the provisions of Section
177(9) & (10) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, formulated Whistle Blower Policy and Vigil
Mechanism for Directors and Employees under which
protected disclosures can be made by a whistle blower
and provide for adequate safeguards against victimization
of Director(s) or employees(s) or any other person who
avail the mechanism.
The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
highest standards of professionalism, integrity and ethical
behavior. During the year under review, no reference has
been received under the Whistle Blower Policy and Vigil
Mechanism for Directors and Employees.
The Vigil Mechanism-cum-Whistle Blower Policy may be
accessed on the Company''s website at the link: http://
jppowerventures.com/wp-content/uploads/2016/03/
Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
31. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls, with reference to financial
statements, as designed and implemented by the Company
are adequate. During the year under review, no material or
serious observation has been received from the Internal
Auditors of the Company for insufficiency or inadequacy of
such controls.
The details pertaining to internal financial controls and
their adequacy have been disclosed in the Management
Discussion & Analysis Report forming part of the Annual
Report.
32. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
a) Statement showing details of employees as required
under Section 197(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 in
Annexure-F (I) which forms part of this Report.
b) Information pertaining to remuneration to be disclosed
by listed companies in terms of Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 have been
provided in Annexure-F(II) which forms part of this
Report.
33. ACKNOWLEDGEMENTS
The Board places on record its sincere appreciation and
gratitude to various Departments and Undertakings of
the Central Government, various State Governments,
CEA, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC,
Ministry of Power, Ministry of Coal, Government of India,
Financial Institutions, Banks, Rating Agencies, for their
continued co-operation and support to the Company. The
Board sincerely acknowledges the hard work, dedication
and commitment of the employees and the faith &
confidence reposed by the shareholders in the Company.
For and on behalf of the Board
Sd/-
MANOJGAUR
Place : New Delhi Chairman
Date : 1st May, 2025 [DIN: 00008480]
Mar 31, 2024
The Directors of your Company are pleased to present the Twenty Ninth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of the Company (Standalone) for the year ended 31st March, 2024 is summarized below:-
(Rs. in Crore)
|
Particulars |
Current Year ended 31.03.2024 |
Previous Year ended 31.03.2023 |
|
Net Revenue |
6758.11 |
5779.25 |
|
Add: Other operating income |
4.67 |
7.42 |
|
Add: Other Income |
388.22 |
135.26 |
|
Total Income |
7151.00 |
5921.93 |
|
Profit before Interest, Depreciation, Exceptional items & Taxation |
2624.57 |
1250.56 |
|
Less : Finance Cost |
449.18 |
559.70 |
|
Less : Depreciation |
465.11 |
464.16 |
|
Add: Exceptional items (Net) |
(797.05) |
0 |
|
Profit /(Loss) before Tax |
913.23 |
226.70 |
|
Add: Tax expenses (Net) |
(227.13) |
(167.68) |
|
Profit after Tax/(Loss) |
686.10 |
59.02 |
|
(Less)/Add: Other Comprehensive Income |
15 |
77 |
|
Total Comprehensive Income |
686.25 |
59.79 |
2. COMPANYâS PLANTS AND OPERATIONS
The Company continued to be engaged in the business of thermal and hydro power generation, coal mining, sand mining through sub-contractor (till May 2023) and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW, 2 MTPA Cement Grinding Unit and 3.92 MTPA Coal Mine as per details given below:-
(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.
(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit had been in operation since August 2012 and second unit since April 2013.
(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two units of 660 MW each, First unit had been in operation since September 2014 and second unit since February 2015.
(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie Cement Grinding Unit with an installed capacity of 2 MTPA.
(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 2.80 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP The annual capacity of the mine is now enhanced to 3.92 MTPA.
(vi) Till May 2023, the Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.
The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2023- 24 were as under:-
|
Plant |
Plant Availability (%) |
Plant Load Factor (%) |
Net Saleable Energy Generation (MU) |
|
Jaypee Vishnuprayag Hydro Power Plant (400 MW) |
97.87 |
46.32 |
1413.67 |
|
Jaypee Bina Thermal Power Plant [500 MW ] |
89.83 |
75.80 |
3022.83 |
|
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) |
93.03 |
84.87 |
9129.10 |
The saleable energy generation for the year has been 13,565.60 MUs as compared to 11,832.45 MUs during previous year i.e higher by 1733.15 MUs. The performance of various plants is given as under:-
2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant
400 MW Jaypee Vishnuprayag Hydro Electric Power Plant is located at District Chamoli, Uttarakhand. The Company has a PPA with Uttar Pradesh Power Corporation Limited (UPPCL) to supply 88% of net power generated and the remaining 12% is supplied free of cost to the Government of Uttarakhand.
The performance of the Vishnuprayag Hydro Electric Power Plant during the year ended 31st March, 2024 had been lower than previous year due to hydrology and actual energy generated during the year was less than the Design Energy generation in terms of PPA. The energy generated during the year ended 31st March, 2024 was 1627.46 MUs as compared to 1910.83 MUs during the corresponding previous year and the net saleable energy of 1413.67 MUs as against 1661.33 MUs during the previous year
2.2 500 MW Jaypee Bina Thermal Power Plant
Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal based thermal power plant having an installed capacity of 500 MW (2X250 MW).
The Company has a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd.
(MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC and with Government of Madhya Pradesh (GoMP) to supply 5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of (GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is being sold as merchant power.
MPPMCL has been giving restricted schedule to BINA TPP and is giving erratic and fluctuating schedules of dispatch most of days & some time scheduling very low off take, which technically rendered it unfeasible to run the Plant optimally and forcing Company to sell balance power to power exchanges at un-remunerative tariff. During FY 2023-2024, total 3022.83 MUs power were delivered out of which, 1938.64 MUs were delivered to MPPMCL and balance 1084.18 MUs were sold on power exchange and on bilateral sale basis of which 325.835 MUs of power were sold, mainly to meet technical minimum requirement of the plant.
The gross energy generation of JBTPP was 3328.97 MUs during the year 2023-24 as compared to 2979.74 MUs during the previous year, thus was higher by 349.23 MUs. The Company achieved a PLF of 75.80 % as compared to
68.03 % in the previous year.
Contract for Supply and Technical Field Advisory Support of Flue Gas Desulphurization (FGD) has been signed with M/s GE Power on 30 March 2024 for Rs. 284.40 Cr. The system will be installed by December 2026. After commissioning of this system, the Emission level of SOx from both the boilers will reduce below MoEF &CC prescribed limit of 600 mg/Nm3.
2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant
1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Village Nigrie, Tehsil Sarai in Singrauli District of Madhya Pradesh. The Plant has long term PPAs with MPPMCL to supply 30% of installed capacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of GoMP Part of Energy generation is also sold on merchant basis through bilateral arrangements, through Indian Energy Exchange, Hindustan Power Exchange & Power Exchange of India Limited.
The gross energy generation of the Plant was 9840.56 MUs during the year 2023-24 as compared to 8036.35 MUs in the previous year, which was higher by 1804.21 MUs. During the year 2023-24, 5400.59 MUs power was sold as merchant sales. The Company achieved a PLF of 84.87 % as compared to 69.50 % in the previous year. Contract for supply of Flue Gas Desulphurization (FGD) has been signed with M/s GE Power on 30 March 2024 for Rs. 490.50 Cr. The system will be installed by December 2026. After commissioning of this system, the Emission level of SOx from both the boilers will reduce to MoEF &CC prescribed limit of 200 mg/Nm3.
2.4 Coal Mining Operations
(i) Amelia (North) Coal Mine
Amelia (North) Coal Mine has been operating at its Peak Rated Capacity (PRC) of 2.8 MTPA since 2015. Coal is being used for 2 x 660 MW Jaypee Nigrie Super Thermal Power Plant, Nigrie, M.P Looking at the scenario of sustained shortage of coal, the Ministry of Coal, Government of India, released a notification, wherein the production capacity of coal mine can be enhanced up to 50% of the existing Peak Rated Capacity (PRC).
Your company decided to avail the above opportunity of enhancement of capacity and for that purpose, Environmental Clearance was obtained on 16th January 2023 for expansion from 2.8 MTPA to 3.36 MTPA (i.e. 20% of the existing PRC). The mine achieved the PRC of 3.36 during the FY 2022-23. The Company submitted the compliance of conditions of the Environmental Clearance and took necessary steps for obtaining the EC for 3.92 MTPA and finally received EC from MoEF&CC (GoI) on 7th February, 2024. The company attained the PRC of 3.92 MTPA in FY 2023-24.
(ii) Bandha North Coal Mine
The Ministry of Coal, Government of India has allowed commercial mining of Coal on revenue sharing basis and under this scheme a partially explored Bandha North Coal Block had been put on auction. Since this coal block is adjacent to Amelia (North) Coal Mine and was to be operationally and strategically favourable, the Company participated in the auction and the Coal Block was allocated to the Company for exploration.
The Coal Block Development and Production Agreement was signed on 17th October 2022 and allocation order issued on 12th December 2022. Since the coal block is partially explored detailed exploration needs to be carried out, for which experts have been engaged by the Company and the exploration work is going on.
2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. There was no production of Cement in the Plant during FY 2023-24 due to clinker supply constraints.
With a view to exit the non-core activity like Cement Grinding in terms of stipulations of Debt Resolution Plan with the lenders, the Company has initiated the process of executing an agreement with Dalmia Cement (Bharat) Limited (DCBL), for Tolling / Leasing of CGU for a period of upto Seven (7) years with an option to M/s DCBL to have a right to purchase the CGU from the Company on or before the 7th year at an Enterprise Value of Rs. 250.00 Crore.
2.6 Sand Mining Operations
During the year, the Company continued its sand operations till May, 2023 through its sub-contractor such as, excavation, storage, sale, etc. of Sand in the State of
Andhra Pradesh as per tender approved by Director of Mines and Geology, (DMG) Govt. of Andhra Pradesh -in the three fields given below:-
|
Package 1 |
Srikakulam, Vizianagaram, Visakhapatnam & East Godavari districts in state of Andhra Pradesh with a minimum bid amount of Rs. 477.50 Crore inclusive of all statutory levies and consideration amount |
|
Package 2 |
West Godavari, Krishna, Guntur & Prakasam districts in the state of Andhara Pradesh with a minimum bid amount of Rs. 745.70 crore inclusive of all statutory levies and consideration amount |
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Package 3 |
Nellor, Anantapur, Chittoor, Kurnool & YSR Kadapa districts in the state of Andhra Pradesh with a minimum bid amount of Rs. 305.60 crore inclusive of all statutory levies and consideration amount |
The Contracts dated May, 2021 (three in numbers) were for two years and concluded in May, 2023. However, the Company was allowed by DMG to sell sand from the stocks till November 2023. There has been a turnover of Rs. 721.97 crore (Previous Year - 885.06 crore) from Sand Mining Operations.
3. OPERATIONS
The total income from operations for the year ended 31st March, 2024 aggregated to Rs. 6762.78 crore as compared to Rs. 5786.67 crore in the previous year i.e. higher by Rs. 976.11 crore.
The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 913.23 crore as compared to profit of Rs. 226.70 crore in the previous year. Exceptional items for the year under review was 797.05 (against exceptional item which was NIL in the previous year).
The total income on consolidated basis for the year ended 31st March, 2024 aggregated to Rs. 7151.29 crore as compared to Rs. 5922.15 crore in the previous year. However, Net profit after tax and exceptional items on consolidated basis during the year under review stood at Rs. 1021.95 crore as compared to net profit on consolidated basis of Rs. 55.42 crore during the previous year.
4. DIVIDEND
Due to non-availability of distributable profits in the current year, dividend was not recommended by the Board.
5 TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
6. SHARE CAPITAL
The Share Capital of the Company comprises of Equity and Preference Share Capital.
(i) The paid up Equity Share Capital of the Company as on 31st March, 2024, was Rs. 6853,45,88,270 divided into 685,34,58,827 Equity Shares of Rs.10/-each out of which, 24% Shares are held by Promoters and 18.30% are held by Banks, Financial Institutions and Insurance Companies. The Company has not issued any fresh shares during the year under review.
(ii) The Company also has Preference Shares issued to lenders pursuant to Debt Resolution Plan and the
Framework Agreement dated 18th April, 2019, detail of which is as follows:-
(a) 0.01% Cumulative Compulsory Convertible Preference Shares (CCCPs) aggregating to Rs.3805.53 crore to lenders;
(b) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs. 10.00 crore to be
redeemed in 4 equal installments to Union Bank of India (erstwhile Corporation Bank); and
(c) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs. 12.02 crore to be
redeemed at the time of sale of Nigrie Cement Grinding Unit to Canara Bank.
Also, Your Company has not issued any: o Shares with differential o Sweat equity shares
o Equity shares under Employees Stock Option Scheme
7. DEPOSITS
During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014.
8. HOLDING & SUBSIDIARIES
As on 31st March, 2024, the Company had following wholly owned subsidiaries:
i) Jaypee Arunachal Power Limited;
ii) Sangam Power Generation Company Limited;
iii) Jaypee Meghalaya Power Limited;
iv) Bina Mines and Supply Limited (Previously known as Bina Power and Supply Limited)
The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-
8.1 Jaypee Arunachal Power Limited
Jaypee Arunachal Power Limited (JAPL) was incorporated by Jaiprakash Power Ventures Limited as a wholly owned subsidiary of the company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Jaiprakash Power Ventures Limited alongwith its Associates was to ultimately hold 89% of the Equity of JAPL and the balance 11% was to be held by the Government of Arunachal Pradesh.
The Company has equity investment of Rs. 228.72 crores in the project. The project was initiated in FY 2008-09. Since then, there had been considerable delays in obtaining different approvals for the project. In the meanwhile Ministry of Power GOI has decided to implement these project by Public Sector Undertakings and allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-
1. Lower Siang HEP (2700 MW) to NHPC Ltd.
2. Hirong HEP (500MW) to NEEPCO
Further, there had been continuous reluctance on the part of the said PSUs and the possibility of the project coming into effect has diminished, therefore, the Company has written off the investment in the project.
8.2 Sangam Power Generation Company Limited
Sangam Power Generation Company Limited (SPGCL) was acquired by Jaiprakash Power Ventures Limited (JPVL) from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh. SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that Company''s claims be settled amicably for closing the agreement(s). Due to abnormal delay in resolving the matter by UPPCL, SPGCL has withdrawn all its undertakings given to UPPCL and lodged a claim of Rs. 1,157.22 crore on them vide its letter no. SPGCL/ NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed a petition with Hon''ble Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of performance bank guarantee and payment of certain claims.
Hon''ble UPERC has concluded the hearing and vide order dated 28th June, 2019 has directed UPPCL as under:-
a) The Power Purchase Agreement dated 17th October, 2008 and Share Purchase Agreement dated 23rd July, 2009 would stand terminated. As a consequence of termination of Share Purchase Agreement, the Respondent (UPPCL) shall become the owner of SPGCL.
b) Allowed reimbursement of actual expenses of Rs. 251.37 crores and allowed simple interest @ 9% on Rs. 149.25 crores which include expenditure on Land, Advances and Admin. Expenses.
c) The Respondent will immediately release the Bank Guarantee provided by the Petitioner (SPGCL).
UPPCL and SPGCL had filed Appeals against the Order of UPERC with APTEL. APTEL vide its Order dated 14.07.2021 has disallowed the Appeals and directed UPERC for verification & payment of expenses allowed in its Order & release of performance guarantees.
In terms of Order passed by APTEL, SPGCL has filed application with UPERC for verification of expenses & payment of expenses with Interest and release of performance guarantee.
UPPCL and SPGCL have filed Appeals with Supreme Court against the Order passed by APTEL. Hon''ble Supreme Court has stayed the Order passed by APTEL and matter is pending for final hearing.
An amount of Rs. 552.12 crore has been spent on the Project up to 31st March, 2024.
Looking at present state of affairs, during the current financial year 2023-24, the Company has written off Rs. 330.25 crores out of the total investments made in the subsidiary.
8.3 Jaypee Meghalaya Power Limited
Jaypee Meghalaya Power Limited was incorporated to
implement 270MW Umngot HE Power Project and 450MW Kynshi-II HE Power Project on BOOT (Build, Own, Operate and Transfer) basis and is presently the Wholly- owned Subsidiary of Jaiprakash Power Ventures Limited (JPVL). JPVL alongwith its associates were to ultimately hold 74% of the equity of the Company and the balance 26% was to be held by the Government of Meghalaya.
An aggregate amount of approx. Rs. 8.3 crores had been spent on the above said two projects upto March, 2023.
In respect of Umngot HE Power Project (270MW), there was opposition by the local people, State Government had earlier advised that Umngot HE Power Project would not be operationalized as per MoA till further orders. The matter was being pursued with State Government for permission to resume the works. However, State Government has issued the order to terminate the MOA and begun the process for re-allocation of this project though ICB route.
It has been established that there are deposits of Uranium in the area of Kynshi HE Project II (3X150MW) project, it has become difficult to obtain clearance form Ministry of Environment and Department of Atomic Energy. Therefore, Government of Meghalaya is in process to declare this project as non-feasible and scrap the same. The Company has already made provision for impairment in value of investment in the subsidiary.
8.4 Bina Mines and Supply Limited
Consequent to termination of Securities Purchase Agreement (SPA) executed with JSW, which was extended upto 31st December, 2017, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL could not be implemented. The name of the company was changed to Bina Mines and Supply Limited vide fresh certificate of incorporation dated 7th July 2021.
9. REPORT ON PERFORMANCE OF SUBSIDIARIES The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2024 is attached in the prescribed format AOC-1 as set out in âAnnexure-Aâ and forms part of this Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office ofyour Company.
The Policy on Material Subsidiaries, as approved by the Board of Directors, may be accessed on the Company''s website at the link: http://jppowerventures. com/wp-content/uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf
10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL
10.1 Changes in the Board
a) Shri Sunil Kumar Sharma (DIN: 00008125) and Shri Suren Jain (DIN: 00011026) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for re-appointment.
b) Shri Jagmohan Garg, (DIN: 00364981) Independent
Director, resigned on 28th August, 2023 from the board due to personal reasons.
c) Shri Sunil Kumar Sharma (DIN: 00008125) was appointed as a Whole-time Director on the Board of the Company from 18th March, 2023, to 31st March, 2024.
e) Smt. Binata Sengupta (DIN: 08779205) was re-appointed as an Independent Director on the Board of the Company for second consecutive term w.e.f. 2nd July, 2023 to hold her office till 1st July, 2026.
f) Dr. Vandana R Singh. (DIN: 03556920) was re-appointed as an Independent Director on the Board of the Company for second consecutive term from 28th July, 2023 to hold her office till 27th July, 2026.
g) Shri Anupam Lal Das (DIN: 08812375) was re-appointed as an Independent Director on the Board of the Company for a second consecutive term years from 28th July, 2023 to hold his office till 27th July, 2026.
h) Shri Sudhir Mital (DIN: 08314675) was re-appointed as an Independent Director on the Board of the Company for a second consecutive term years from 7th November 2023 to hold his office till 6th November, 2026.
i) Shri Rama Raman (DIN: 01120265) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 9th May, 2023 to hold his office till 8th May, 2026.
j) After closure of the Financial Year, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, has approved re-appointment of Shri Dinesh Kumar Likhi (DIN: 03552634) as Independent Director for second consecutive term of three years w.e.f 6th August, 2024 till 5th August, 2027, Shri Sunil Kumar Sharma (DIN: 00008125) as Whole Time Director w.e.f. 1st April, 2024 till 31st March, 2025, Shri Suren Jain (Din: 00011026) as Managing Director & CEO w.e.f. 12th January, 2025 till 11th January, 2030 and Shri Praveen Kumar Singh (DIN: 00093039) as Whole Time Director w.e.f. 12th August, 2024 till 11th August, 2029. The Shareholders approved the above referred appointments vide postal ballot dated 17th June, 2024.
k) With effect from 9th July, 2024, Shri Sonam Bodh (Nominee-IDBI Bank Limited) ceased to be Nominee Director due to withdrawal of his nomination by the IDBI Bank Limited.
10.2 Key Managerial Personnel
Shri Suren Jain continued as Managing Director and CEO of the Company. Shri Praveen Kumar Singh continued as Whole-time Director of the Company.
Shri Sunil Kumar Sharma was appointed as whole time Director w.e.f. 18th March, 2023 to 31st March, 2024. He has been re-appointed as Whole Time Director for another term of one year w.e.f. 1st April, 2024 to hold his office till 31st March, 2025.
Shri R.K. Porwal, Chartered Accountant, continued to be CFO of the Company.
Shri Mahesh Chaturvedi (FCS 3188) continued to be Company Secretary and Compliance Officer of the Company.
10.3 Number of meetings of the Board of Directors
During the financial year 2023-24, four meetings of the
Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.
10.4 Statement on declaration given by Independent Directors
The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the SEBI (LODR) Regulations 2015 and are independent of the management of the Company.
10.5 Nomination & Remuneration Policy
As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Policy was again reviewed on 27th April, 2024. The Nomination and Remuneration Policy is available on the website at www. jppowerventures.com.
10.6 Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors
(i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in its meeting held on 11th May, 2019 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 27th April, 2024 had carried out the evaluation of performance of Board, its Committees except NRC and that of individual Directors other than independent directors, on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.
(ii) A meeting of Independent Directors was held on 16th March, 2024 without the attendance of Non-Independent Directors or any member of the Management, for evaluation of performance of Non-Independent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.
(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 as well as by the Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 27th April, 2024 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent
Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2024 that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b. the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2024 and profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. AUDITORS
12.1 Statutory Auditors
M/s. Lodha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 to hold their office till the conclusion of 27th Annual General Meeting to be held in FY 2022. The Board of Directors in its meeting held on 27th May, 2022 had, on the recommendation of the Audit Committee, proposed to re-appoint M/s. Lodha & Co., Chartered Accountants as Auditors of the Company for another term of 5 (five) consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2027 at such remuneration as may be fixed by the Board of Directors of the Company.
12.2 Cost Auditors
For the Financial Year 2023-24, the Board of Directors of the Company had appointed, on the recommendations of the Audit Committee, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) to audit the Cost Records relating to âPower Generationâ
of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2023-24. The Cost Audit Report for the Financial Year 2023-24 will be filed within the due date.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) as Cost Auditors of the Company for auditing the Cost Records relating to âPower Generationâ of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2024-25 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.
12.3 Secretarial Auditor
In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed M/s. VLA &Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2024. Secretarial Audit Report for the Financial Year ended on 31st March, 2024, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as âAnnexure-Bâ.
The Secretarial Auditor has made following observation in his Report which are self explanatory:
During the financial year, the Company and some of its directors have received intimation from SEBI asking information and role of the respective directors against which proper reply has been submitted by the Company. Further, on 10th April, 2024 the Company has received Show Cause Notice (SCN) under Rule 4(1) of SEBI (Procedure for holding inquiry and imposing penalties), Rules, 1995 read with Section 15-I of the Securities and Exchange Board of India Act, 1992 and under Rule 4(1) of the Securities Contracts (Regulations) Procedure for holding inquiry and imposing penalties) Rules, 2005 read with Section 23-I of the Securities Contracts (Regulation) Act, 1956.
It is submitted that the suitable reply to the above SCN has been submitted to SEBI and the outcome is awaited. The said report contains no qualification/observation except above requiring explanation or comments from Board under section 134(3) (f) (ii) of the Companies Act, 2013. The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed M/s. VLA & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the Financial Year 2024-25.
13. AUDITORSâ REPORT
The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2024. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-
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Auditorsâ Qualification |
Managementâs Reply |
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a) |
As stated in note no. 3 of the accompanying financial results, the Company has given/provided Corporate Guarantee (CG) of USD 1,500 lakhs (31st March, 2023 USD 1,500 lakhs) for loans granted by the lender (SBI) to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) and non-compliance of SEBI circular applicable for related party transactions and as communicated in SEBI SCN [of amounting to Rs. 70,333 lakhs (31st March, 2023 Rs. 70,333 lakhs)]. The fair valuation of above stated corporate guarantee has not been done as per the applicable IND-AS as of 31st March, 2024. Further, during the year, company has received legal demand cum recall notice from SBI against corporate guarantee provided by the Company and no provision against above stated corporate guarantee has been made in these financial results as stated in the said note, in the absence of fair valuation impact unascertained (further this to be read with note no. 13 of the accompanying financial results). |
In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of âFramework Agreementâ (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI. However further in response to their legal demand cum recall notice , the following has been replied: Said Corporate Guarantee has no essence to lodge/ invoke against any claim on or after 18.04.2019 (execution date of Framework Agreement) since the same was to be released as explained above (provisions of the Framework Agreement will be apply mutatis mutandis) and accordingly sustainability of the Resolution Plan was worked out without considering any liability on account of the said Corporate Guarantee on the basis of Financial Projections duly approved by the Consortium of Lenders of JPVL including SBI. Presently Impact cannot be quantified |
Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The Management Reply thereto were as under:-
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Auditorsâ Emphasis on matters |
Managementâs Reply |
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a) |
As stated in the note no. 7(b) of the accompanying financial results regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2023 Rs. 17,706 lakhs including claims on account of non- scheduling of power of Rs. 10,459 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company. Further, Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against the Order of MPERC which has been admitted during the quarter ended 31st December, 2023, on payment (80% of the amount) of Rs 6,249 lakhs to the Company by MPPMCL. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage. |
Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Considering above stated facts, partial payment already released by MPPMCL pursuant to APTEL directions and pending final decision of the APTEL, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good for the purpose of the recovery/ adjustment. Hence no provision has been considered necessary at this stage. |
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b) |
Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 44,456 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 28,505 lakhs (including carrying cost of Rs. 15,595 lakhs up to 31st March, 2024). As stated in the said note in the opinion of the management, Company has credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage (note no. 8 of accompanying financial results) and the amount deducted / retained by UPPCL of amounting to Rs. 28,505 lakhs is shown as recoverable and considered good by the management. |
Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 44,456 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour. |
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c) |
As stated in note no. 48 (i) of the audited standalone financial statements for the year ended 31st March, 2024, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2023 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2023 Rs. 6,685 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable. |
In respect of Nigrie Power and Cement unit, entry tax of amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable) not payable as the same, on receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority for approval, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs.6,685 lakhs (previous year Rs. 6,685 lakhs) has been deposited which is in the opinion of the management good and recoverable. |
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d) |
As stated in note no. 59(a) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2024 regarding pending confirmations/ reconciliation of balances of certain secured and unsecured borrowings (current & noncurrent), trade receivables and trade payables (including MSME parties) and other current liabilities (financial/other) (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no. 59(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs as stated in said notes. |
Management is in the process to confirmations/ reconciliation of balances of certain secured and unsecured borrowings (current & non-current), trade receivables and trade payables (including MSME parties) and other current liabilities (financial/other) (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs. |
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e) |
As stated in note no. 10 of accompanying results, three sand mining contracts were allotted to the Company which had been Sub-contracted on back-to-back basis and period of two year of contracts was over in May 2023. As stated in the said note, during the current quarter ended 31st March, 2024, the balance unsold stock (including sand stock handed over by APDMC, Prakasam) has been taken over by DMG with dues payable to APMDC for the Assets handed over by them, advance outstanding of Andhra Pradesh State Housing Corporation Limited (APSHCL) and balance dues of DMG has been adjusted there against as per letters / statements of DMG. Based on âNo due certificate'' of DMG and as per the statement received from DMG, no amount are /were remaining to be payable by the Company to DMG. Further, balances of sub-contractor is subject to confirmation and reconciliation and purchases, sale and inventory has been accounted for based on details/statement as made available by the sub-contractor/ DMG. As stated, management believes that there will be no material impact on the financial results for the year and state of affairs of the Company on final reconciliation/ confirmation. |
The Contract has expired on 13th May, 2023 however, sale of sand continued up to 30th November, 2023. Balances of sub-contractor is subject to confirmation and reconciliation and purchases, sale and inventory has been accounted for based on details/statement as made available by the subcontractor/ DMG. As Contract with Sub-contractor on back to back basis hence there will be no material impact, further based on ''No due certificate1 of DMG and as per the statement received from DMG, no amount are remaining to be paid by the Company to DMG. |
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f) |
As stated in note no.13 of the accompanying financial results, subsequent to year end, the Company, 4 Directors, MD & CEO and CFO has received show cause notice from SEBI on issues mainly related with non-compliances of certain accounting standards/Ind AS etc. w.r.t non carrying out fair valuation of corporate guarantees provided by the Company (note no. 3 of the accompanying financial results), non-provision against diminution in the value of investment made in subsidiary companies and provision against corporate guarantees provided by the company[including to the lenders of JAL (an associate)] in the FY 2012-13 to FY 2021-22, non-compliance with SEBI circular no. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 (on revised Clause 49 of the Listing agreement to be effective from October 01, 2014) read with SEBI Circular No. CIR/ CFD/ POLICY CELL/7/2014 dated September 15, 2014 (as amended) (circular on related party transactions) etc. As stated in the note no 13 presently the company and Directors are in discussions with the experts. Further, as stated in the said note, in opinion of management there will not be material impact of above stated SCN on the state of affairs of the company and profit for the year. |
Company is in consultation with expert for suitable reply to be submitted with SEBI on issue related with AS/Ind AS and issue related with compliance of circular no. CIR/ CFD/POLICY CELL/2/ 2014 dated April 17, 2014 (on revised Clause 49 of the Listing agreement to be effective from October 01,2014) read with SEBI Circular No. CIR/ CFD/POLICY CELL/7/2014 dated September 15,2014 (as amended). |
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Auditor''s opinion is not modified in respect of above stated matters in para (a) to (f). |
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Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The Managementâs Reply thereto is as under:-
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Auditorsâ Qualification |
Managementâs Reply |
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a) |
As stated in note no. 3 of the accompanying financial results, the Company has given/provided Corporate Guarantee (CG) of USD 1,500 lakhs (31st March, 2023 USD 1,500 lakhs) for loans granted by the lender (SBI) to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) and non-compliance of SEBI circular applicable for related party transactions and as communicated in SEBI SCN [of amounting to Rs. 70,333 lakhs (31st March, 2023 Rs. 70,333 lakhs)]. The fair valuation of above stated corporate guarantee has not been done as per the applicable IND-AS as of 31st March, 2024. Further, during the year, company has received legal demand cum recall notice from SBI against corporate guarantee provided by the Company and no provision against above stated corporate guarantee has been made in these financial results as stated in the said note, in the absence of fair valuation impact unascertained (further this to be read with note no. 13 of the accompanying financial results). |
In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of âFramework Agreementâ (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI. However further in response to their legal demand cum recall notice, the following has been replied: Said Corporate Guarantee has no essence to lodge/ invoke against any claim on or after 18.04.2019 (execution date of Framework Agreement) since the same was to be released as explained above (provisions of the Framework Agreement will be apply mutatis mutandis) and accordingly sustainability of the Resolution Plan was worked out without considering any liability on account of the said Corporate Guarantee on the basis of Financial Projections duly approved by the Consortium of Lenders of JPVL including SBI. Presently Impact cannot be quantified. |
Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. The Management Reply thereto were as under:-
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Auditorsâ Emphasis on matters |
Managementâs Reply |
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a) |
As stated in the note no. 7(b) of the accompanying financial results regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2023 Rs. 17,706 lakhs including claims on account of non- scheduling of power of Rs. 10,459 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company. Further, Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against the Order of MPERC which has been admitted during the quarter ended 31st December, 2023, on payment (80% of the amount) of Rs 6,249 lakhs to the Company by MPPMCL. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage. |
Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Considering above stated facts, partial payment already released by MPPMCL pursuant to APTEL directions and pending final decision of the APTEL, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good for the purpose of the recovery/ adjustment. Hence no provision has been considered necessary at this stage. |
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b) |
Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 44,456 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 200708 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 28,505 lakhs (including carrying cost of Rs. 15,595 lakhs up to 31st March, 2024). As stated in the said note in the opinion of the management, Company has credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage (note no. 8 of accompanying financial results) and the amount deducted / retained by UPPCL of amounting to Rs. 28,505 lakhs is shown as recoverable and considered good by the management. |
Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 44,456 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour. |
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c) |
As stated in Note no. 46(i) of the audited consolidated financial statements for the year ended 31st March, 2024, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2023 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2023 Rs. 6,685 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable |
In respect of Nigrie Power and Cement unit, entry tax of amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable) not payable as the same, on receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority for approval, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs.6,685 lakhs (previous year Rs. 6,685 lakhs) has been deposited which is in the opinion of the management good and recoverable. |
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d) |
As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2024 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & noncurrent), trade receivables and trade payables (including MSME parties) and other current liabilities (financial/other) (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no. 57(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs as stated in said notes. |
Management is in the process to confirmations/ reconciliation of balances of certain secured and unsecured borrowings (current & non-current), trade receivables and trade payables (including MSME parties) and other current liabilities (financial/other) (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs |
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e) |
As stated in note no. 10 of accompanying results, three sand mining contracts were allotted to the Company which had been Sub-contracted on back-to-back basis and period of two year of contracts was over in May 2023. As stated in the said note, during the current quarter ended 31st March, 2024, the balance unsold stock (including sand stock handed over by APDMC, Prakasam) has been taken over by DMG with dues payable to APMDC for the Assets handed over by them, advance outstanding of Andhra Pradesh State Housing Corporation Limited (APSHCL) and balance dues of DMG has been adjusted there against as per letters / statements of DMG. Based on âNo due certificate'' of DMG and as per the statement received from DMG, no amount are /were remaining to be payable by the Company to DMG. Further, balances of sub-contractor is subject to confirmation and reconciliation and purchases, sale and inventory has been accounted for based on details/ statement as made available by the sub-contractor/ DMG. As stated, management believes that there will be no material impact on the financial results for the year and state of affairs of the Company on final reconciliation/ confirmation. |
The Contract has expired on 13th May, 2023 however, sale of sand continued up to 30th November, 2023. Balances of sub-contractor is subject to confirmation and reconciliation and purchases, sale and inventory has been accounted for based on details/statement as made available by the sub-contractor/ DMG. As Contract with Sub-contractor on back to back basis hence there will be no material impact, further based on ''No due certificate1 of DMG and as per the statement received from DMG, no amount are remaining to be paid by the Company to DMG. |
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f) |
As stated in note no.13 of the accompanying financial results, subsequent to year end, the Company, 4 Directors, MD & CEO and CFO has received show cause notice from SEBI on issues mainly related with non-compliances of certain accounting standards/Ind AS etc. w.r.t non carrying out fair valuation of corporate guarantees provided by the Company (note no. 3 of the accompanying financial results), nonprovision against diminution in the value of investment made in subsidiary companies and provision against corporate guarantees provided by the company [including to the lenders of JAL (an associate)] in the FY 2012-13 to FY 202122, non-compliance with SEBI circular no. CIR/CFD/POLICY CELL/2/ 2014 dated April 17, 2014 (on revised Clause 49 of the Listing agreement to be effective from October 01,2014) read with SEBI Circular No. CIR/CFD/ POLICY CELL/7/ 2014 dated September 15, 2014 (as amended) (circular on related party transactions) etc. As stated in the note no 13 presently the company and Directors are in discussions with the experts. Further, as stated in the said note, in opinion of management there will not be material impact of above stated SCN on the state of affairs of the company and profit for the year. |
Company is in consultation with expert for suitable reply to be submitted with SEBI on issue related with AS/Ind AS and issue related with compliance of circular no. CIR/CFD/POLICY CELL/2/ 2014 dated April 17, 2014 (on revised Clause 49 of the Listing agreement to be effective from October 01,2014) read with SEBI Circular No. CIR/ CFD/POLICY CELL/7/2014 dated September 15,2014 (as amended). |
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Auditor''s opinion is not modified in respect of above stated matters in para (a) to (f) |
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Uncertainty on the going concern - of Subsidiary Companies: (I) Jaypee Arunachal Power Limited: Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs and amount provided there against is Rs. 22,871 lakhs). The auditors of JAPL has drawn the attention on preparation of financial statements by the management of JAPL as going concern basis on account of continuing support from holding company. Further, as stated in audit report there was continuous reluctance of PSUs to engage on the projects of JAPL and the possibility of the said projects coming into effect has diminished. Accordingly, during the year under |
(i) Financial statement of JAPL have been prepared by the management of JAPL as going concern basis on account of continuing support from holding company. |
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review, based on the report of an expert and as assessed by the management of JAPL, Rs. 22,299 lakhs against capital work in progress and advances has been provided for in the books of JAPL. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPL''s ability to continue as a going concern. |
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(ii) Jaypee Meghalaya Power Limited: Jaypee Meghalaya Power Limited (JMPL) (where Holding Company has investment of Rs. 846 lakhs and amount provided there against Rs. 846 lakhs in earlier year) could not file application for claiming the expenses incurred for capital work in progress and therefore considering it to be prudent, provision for impairment for the same has been made. Further, accumulated losses have eroded more than 50% of the net worth of the JMPL and JMPL is dependent on its holding company for its daily operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPL''s ability to continue as a going concern on which auditors of JMPL has drawn attention in their audit report. However, the financial statements of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2024], |
(ii) Financial statement of JMPL have been prepared by the management of JMPL as going concern basis on account of continuing support from holding company. |
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(iii) Sangam Power Generation Company Limited: Sangam Power Generation Company Limited (SPGCL) (where Holding Company investment of Rs. 55,212 lakhs and amount provided there against Rs. 33,025 lakhs) is having accumulated losses and its net worth has been significantly eroded as on 31st March 2024 and its claim against UPPCL is pending before Hon''ble Supreme Court. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the SPGCL''s ability to continue as a going concern on which auditors of SPGCL have drawn attention in their audit report. However, the financial statements have been prepared on going concern basis (this is to be read with note no. 5(b) of the accompanying financial results) [Note no. 64(d) of the audited consolidated financial statements for the year ended 31st March, 2024]. |
(iii) Financial statement of SPGCL have been prepared by the management of SPGCL as going concern basis on account of continuing support from holding company. |
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions were done on an arm''s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.
The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No.SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2015/05/ Policy-on-Related-Party-Transactions.pdf.
The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements
forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Câ to this Report.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.
16. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.jppowerventures. com/wp-content/uploads/2024/07/Draft-MGT-7.pdf
17. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY
The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
18. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
19. RISK MANAGEMENT
The Provisions of constitution of Risk Management Committee is applicable to the Company vide SEBI Notification dated 5.5.2021 being falling in the list of top 500 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee. Accordingly the Company has constituted the Risk Management Committee details of which are given in the Corporate Governance Report forming part of the Board Report.
The policy on Risk Management as approved by board is available on company''s website at www.jppowerventures. com.
In the opinion of the Board, there is no risk which may threaten the existence of the Company as a going concern.
20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top five hundred (500) listed entities based on market capitalization as on 31st March, 2024, as such, a Business Responsibility and Sustainability Report (BRSR) is annexed with this Annual Report.
21. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Report on Corporate Governance.
The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed herewith as âAnnexure-Dâ.
22. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as âAnnexure-Eâ.
23. MATERIAL CHANGES AND COMMITMENTS
The Board wishes to mention the following material developments which took place after the closure of Financial Year:
a) On 10th April, 2024 the Company and its four Directors, MD and CEO, and CFO have received Show Cause Notice (SCN) under Rule 4(1) of SEBI (Procedure for holding inquiry and imposing penalties), Rules, 1995 read with Section 15-I of the Securities and Exchange Board of India Act, 1992 and under Rule 4(1) of the Securities Contracts (Regulations) Procedure for holding inquiry and imposing penalties) Rules, 2005 read with Section 23-I of the Securities Contracts (Regulation) Act, 1956 on issues mainly related with non-compliances of certain Accounting Standards/Ind AS etc. during the years from 2012-13 to 2021-22. The company and its directors, after due consultation with experts have submitted the requisite reply and the outcome is awaited.
b) On 3rd June, 2024, the Hon''ble National Company Law Tribunal, Allahabad Bench, has pronounced admission of Jaiprakash Associates Limited (the Promoter Company of the Company) in Corporate Insolvency Resolution Process (CIRP) and appointment of Interim Resolution Professional under Section 7 of the Insolvency and Bankruptcy Code, 2016. The Company has already clarified to stakeholders through regulatory filings with Stock Exchanges that being a separate legal entity managed by a separate Board of Directors and team of executives, there is no impact on the operational performance and financial well-being of the Company.
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.
24. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.
As required under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.
25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and Employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior. During the year under review, no reference has been received under the Whistle Blower Policy and Vigil Mechanism for Directors and Employees.
The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
26. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.
The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
a) Statement showing details of employees as required under Section 197(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 in Annexure-F (I) which forms part of this Report.
b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.
28. ACKNOWLEDGEMENTS
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, CEA, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Ministry of Power, Ministry of Coal, Government of India, Financial Institutions, Banks, Rating Agencies, for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.
For and on behalf of the Board MANOJGAUR
Place : New Delhi Chairman
Date : 27th July, 2024 [DIN: 00008480]
Mar 31, 2023
The Directors of your Company are pleased to present the Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.
The Financial Performance of the Company (Standalone) for the year ended 31st March, 2023 is summarized below:-
|
(Rs. in Crore) |
||
|
Particulars |
Current |
Previous |
|
Year ended |
Year ended |
|
|
31.03.2023 |
31.03.2022 |
|
|
Net Revenue |
5779.25 |
4596.32 |
|
Add: Other operating income |
7.42 |
28.23 |
|
Add: Other Income |
135.26 |
234.87 |
|
Total Income |
5921.93 |
4859.42 |
|
Profit before Interest, Depreciation, Exceptional items & Taxation |
1250.56 |
1347.9 |
|
Less : Finance Cost |
559.70 |
556.09 |
|
Less : Depreciation |
464.16 |
481.20 |
|
Add: Exceptional items (Net) |
0 |
0 |
|
Profit /(Loss) before Tax |
226.70 |
310.61 |
|
Add: Tax expenses (Net) |
(167.68) |
(202.12) |
|
Profit after Tax/(Loss) |
59.02 |
108.49 |
|
(Less)/Add: Other Comprehensive Income |
77 |
(0.20) |
|
Total Comprehensive Income |
59.79 |
108.29 |
2. COMPANYâS PLANTS AND OPERATIONS
The Company continued to be engaged in the business of thermal and hydro power generation, coal mining, sand mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW, 2 MTPA Cement Grinding Unit and 3.36 MTPA Coal Mine as per details given below:-
(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.
(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit had been in operation since August 2012 and second unit since April 2013.
(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two units of 660 MW each, First unit had been in operation since September 2014 and second unit since February 2015.
(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie
Cement Grinding Unit with an installed capacity of 2 MTPA.
(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 3.36 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP The annual capacity of the mine is now enhanced to 3.36 MTPA w.e.f financial year ending 31st March, 2023.
(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.
Despite erratic scheduling and major maintenance impacting the demand of energy during the year and constraint in coal procurement as well as unremunerated coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-
|
Plant |
Plant Availability (%) |
Plant Load Factor (%) |
Net Saleable Energy Generation (MU) |
|
Jaypee Vishnuprayag Hydro Power Plant (400 MW) |
99.51 |
54.53 |
1661.33 |
|
Jaypee Bina Thermal Power Plant[500 MW ] |
83.59 |
68.03 |
2729.63 |
|
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) |
87.19 |
69.50 |
7441.49 |
The saleable energy generation for the year has been 11832.45 MUs as compared to 11675.33 MUs during previous year i.e higher by 157.12 MUs. The performance of various plants is given as under:-
2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant
400 MW Jaypee Vishnuprayag Hydro Electric Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand.
The performance of the Vishnuprayag Hydro Electric Power Plant during the year ended 31st March, 2023 had been very good due to better hydrology and actual energy generated during the period was more than the Design Energy generation. The energy generated during the period ended 31st March, 2023 was 1910.83 MUs as compared to 1801.23 MUs during the corresponding previous year and the net saleable energy of 1661.33 MUs as against 1565.56 MUs during the previous year
2.2 500 MWJaypee Bina Thermal Power Plant
Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal based thermal power plant having an installed capacity of
500 MW (2X250 MW).
The Company has a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC and with Government of Madhya Pradesh (GoMP) to supply 5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of (GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is being sold as merchant power.
MPPMCL has been giving restricted schedule to BINA TPP and is giving erratic and fluctuating schedules of dispatch most of days & some time scheduling very low off take, which technically rendered it unfeasible to run the Plant optimally and forcing Company to sell balance power to power exchanges at un-remunerative tariff. During FY 2022-2023, total 2729.63 MUs power were delivered out of which, 1668.56 MUs were delivered to MPPMCL and balance 1061.07 MUs were sold on power exchange and on bilateral sale basis, mainly to meet technical minimum requirement of the plant.
The gross energy generation of JBTPP was 2979.74 MUs during the year 2022-23 as compared to 2508.69 MUs during the previous year, thus washigherby 471.05 MUs.
2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant
1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited respectively.
The Plant has long term PPAs with MPPMCL to supply 30% of installed capacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of GoMP Part of Energy generation is also sold on merchant basis through bilateral arrangements, through Indian Energy Exchange, Hindustan Power Exchange & Power Exchange of India Limited. The operations have been affected to some extent due to non-availability of long term PPA(s) and non-availability of coal for the part capacity of the plant. The gross energy generation of the Plant was 8036.35 MUs during the year 2022-23 as compared to 8381.90 MUs in the previous year, which was lower by 345.53 MUs. During the year 2022-23, 4038.82 MUs power was sold as merchant sales. The Company achieved a PLF of 69.50 % as compared to 72.49 % in the previous year.
(i) Amelia (North) Coal Mine
Amelia (North) Coal Mine has been operating at its Peak Rated Capacity (PRC) of 2.8 MTPA since 2015. Coal is being used for 2 x 660 MW Jaypee Nigrie Super Thermal Power Plant, Nigrie, M.P Looking at the scenario of sustained shortage of coal, the Ministry of Coal, Government of India, released a notification, wherein the
production capacity of coal mine can be enhanced up to 50% of the existing PRC.
Your company decided to avail above provision of enhancement of capacity and Environmental Clearance was obtained on 16th January 2023 for expansion from 2.8 MTPA to 3.36 MTPA (i.e. 20% of the existing PRC). The mine reached the PRC of 3.36 during the FY 2022-23. The Company has submitted the compliance of conditions of the Environmental Clearance and necessary steps are being taken to obtain EC for 3.92 MTPA in the FY 2023-24.
(ii) Bandha North Coal Mine
The Ministry of Coal, Government of India has allowed commercial mining of Coal on revenue sharing basis and under this scheme a partially explored Bandha North Coal Block had been put on auction. Since this coal block is adjacent to Amelia (North) Coal Mine and will be operationally and strategically favourable, the Company participated in the auction and the Coal Block was allocated to the Company for exploration. Now onwards, the block will be fully explored and Geological Report would be prepared followed by preparation and approval of Mining Plan. Thereafter processes for obtaining Environmental Clearance, Forest Clearance, Mining Lease, Land Acquisition and Mine Opening Permission would be carried out.
2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. Total production of Cement in the Plant during FY 2021-22 was 24,660 MT as against 43,306.5 in FY 2020-21 mainly due to clinker supply constraints.
In terms of stipulations of Debt Resolution Plan with the lenders, the Company has to exit the non-core activity like Cement Grinding Unit (CGU). In furtherance thereto, your Company is in the process of executing an agreement with Dalmia Cement (Bharat) Limited (DCBL), for Tolling / Leasing of CGU for a period of upto Seven (7) years with an option to M/s DCBL to have a right to purchase the CGU from the Company on or before the 7th year at an Enterprise Value of Rs. 250.00 Crore.
During the year, the Company continued its sand operations through its sub contractor such as, excavation, storage, sale, etc. of Sand in the State of Andhra Pradesh as per tender approved by Director of Mines and Geology, (DMG) Govt. of Andhra Pradesh -in the three fields given below:-
|
Package 1 |
Srikakulam, Vizianagaram, Visakhapatnam & East Godavari districts in state of Andhra Pradesh with a minimum bid amount of Rs. 477.50 Crore inclusive of all statutory levies and consideration amount |
|
Package 2 |
West Godavari, Krishna, Guntur & Prakasam districts in the state of Andhara Pradesh with a minimum bid amount of Rs. 745.70 crore inclusive of all statutory levies and consideration amount |
|
Package 3 |
Nellor, Anantapur, Chittoor, Kurnool & YSR Kadapa districts in the state of Andhra Pradesh with a minimum bid amount of Rs. 305.60 crore inclusive of all statutory levies and consideration amount |
Your Company has implemented the project during the current year through sub-contract and has achieved a turnover of Rs. 885.06 crore (Previous Year - 741.82 crore) from Sand Mining Operations..
The total income from operations for the year ended 31st March, 2023 aggregated to Rs. 5786.67 crore as compared to Rs. 4624.55 crore in the previous year i.e. higher by Rs. 1162.12 crore.
The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 226.70 crore as compared to profit of Rs. 310.61 crore in the previous year. Exceptional items for the year under review was NIL (against exceptional item which was NIL in the previous year),
The total income on consolidated basis for the year ended 31st March, 2023 aggregated to Rs. 5922.15 crore as compared to Rs. 4859.63 crore in the previous year. However, Net profit after tax and exceptional items on consolidated basis during the year under review stood at Rs. 55.42 crore as compared to net profit on consolidated basis of Rs. 107.28 crore during the previous year.
Due to inadequate profits in the current year, dividend was not recommended by the Board.
No amount is proposed to be transferred to reserves.
The Share Capital of the Company comprises of Equity and Preference Share Capital.
(i) The paid up Equity Share Capital of the Company as on 31st March, 2023, was Rs. 6853,45,88,270 divided into 685,34,58,827 Equity Shares of Rs.10/-each and as on 31st March, 2023, 22.15% of the paid-up Equity Share Capital of the Company, is held by Banks, Financial Institutions and Insurance Companies. The Company has not issued any fresh shares during the year under review.
(ii) The Company also has Preference Shares issued to lenders pursuant to Debt Resolution Plan and the Framework Agreement dated 18th April, 2019, detail of which is as follows:-
(a) 0.01% Cumulative Compulsory Convertible
Preference Shares (CCCPs) aggregating to
Rs.3805.53 crore to lenders;
(b) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs.12.50 crore to be redeemed in 5 equal installments to Union Bank Of India ( erstwhile Corporation Bank); and
(c) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs. 12.02 crore to be redeemed out of the sale proceeds of Nigrie Cement Grinding Unit to Canara Bank.
Also, Your Company has not issued any: o Shares with differential
o Sweat equity shares
o Equity shares under Employees Stock Option
Scheme
During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014.
As on 31st March, 2023, the Company had following wholly owned subsidiaries:
i) Jaypee Arunachal Power Limited;
ii) Sangam Power Generation Company Limited;
iii) Jaypee Meghalaya Power Limited;
iv) Bina Mines and Supply Limited (Previously known as Bina Power and Supply Limited)
The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-
8.1 Jaypee Arunachal Power Limited
Jaypee Arunachal Power Limited (JAPL) was incorporated by Jaiprakash Power Ventures Limited as a wholly owned subsidiary of the company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Jaiprakash Power Ventures Limited alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance, forest clearance case is under scrutiny with Nodal officer, Itanagar. Draft Rehabilitation & Resettlement Plan is submitted to State Govt for its approval. Power Purchase Agreements are to be submitted for final approval. The details have been submitted to CEA for getting concurrence of Detailed Project Report revalidated. The cases of land acquisition, extension of validity of ToR for EIA/ EMP reports are being pursued with State Government. More field surveys have been carried out.
For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for extension of Validity of TEC. Public hearing had been conducted and the final EIA & EMP report has been submitted to Ministry of Environment & Forest for environment clearance. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.
An amount of approx. Rs. 206.70 crore has been incurred in respect of the aforesaid projects upto 31st March, 2023.
Ministry of Power GOI has decided to implement these project by Public Sector Undertakings and allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-
1. Lower Siang HEP (2700 MW) to NHPC Ltd.
2. Hirong HEP (500MW) to NEEPCO
8.2 Sangam Power Generation Company Limited Sangam Power Generation Company Limited (SPGCL) was acquired by Jaiprakash Power Ventures Limited (JPVL) from Uttar Pradesh Power Corporation Limited
(UPPCL) through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh.
SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that Company''s claims be settled amicably for closing the agreement(s). Due to abnormal delay in resolving the matter by UPPCL, SPGCL has withdrawn all its undertakings given to UPPCL and lodged a claim of Rs. 1,157.22 crore on them vide its letter no. SPGCL/ NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed a petition with Hon''ble Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of performance bank guarantee and payment of certain claims.
Hon''ble UPERC has concluded the hearing and vide order dated 28th June, 2019 has directed UPPCL as under:-
a) The Power Purchase Agreement dated 17th October, 2008 and Share Purchase Agreement dated 23rd July, 2009 would stand terminated. As a consequence of termination of Share Purchase Agreement, the Respondent (UPPCL) shall become the owner of SPGCL.
b) Allowed reimbursement of actual expenses of Rs. 251.37 crores and allowed simple interest @9% on Rs. 149.25 crores which include expenditure on Land, Advances and Admin. Expenses.
c) The Respondent will immediately release the Bank Guarantee provided by the Petitioner (SPGCL).
UPPCL and SPGCL had filed Appeals against the Order of UPERC with APTEL. APTEL vide its Order dated 14.07.2021 has disallowed the Appeals and directed UPERC for verification & payment of expenses allowed in its Order & release of performance guarantees.
In terms of Order passed by APTEL, SPGCL has filed application with UPERC for verification of expenses & payment of expenses with Interest and release of performance guarantee.
UPPCL and SPGCL have filed Appeals with Supreme Court against the Order passed by APTEL.
Supreme Court has stayed the Order passed by APTEL and matter is pending for final hearing.
An amount of Rs. 547.06 crore has been spent on the Project up to 31st March, 2023.
8.3 Jaypee Meghalaya Power Limited
Jaypee Meghalaya Power Limited was incorporated to implement 270MW Umngot HE Power Project and 450MW Kynshi-II HE Power Project on BOOT (Build, Own, Operate and Transfer) basis and is presently the Wholly-owned Subsidiary of Jaiprakash Power Ventures Limited (JPVL).
JPVL alongwith its associates will ultimately hold 74% of the equity of the Company and the balance 26% will be held by the Government of Meghalaya.
An aggregate amount of approx. Rs. 8.3 crores has been spent on the above said two projects upto March, 2023
a) UMNGOT HE POWER PROJECT (270MW) : As there was opposition by the local people, State Government had earlier advised that Umngot HE Power Project would not be operationalized as per MoA till further orders. The matter was being pursued with State Government for permission to resume the works. However, State Government has issued the order to terminate the MOA and begun the process for re-allocation of this project though ICB route.
b) KYNSHI H.E. PROJECT-II (3 x 150 = 450 MW)
i. The field work of survey & investigation and EIA studies have been completed. Drilling and drifting in power house area have been completed.
ii. The revised proposal for Kynshi-II HEP with involvement of lesser forest area submitted to Government of Meghalaya and MoEF. MoEF has asked Department of Atomic Energy and the State Government to give their view on uranium deposits in the vicinity of the project. Accordingly revised proposal for issuance of Term of Reference for EIA studies will be submitted.
iii. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. The water availability series for power potential studies has been approved by CEA.
iv. As it has been established that there are deposits of Uranium in the area of this project, it has become difficult to obtain clearance form Ministry of Environment and Department of Atomic Energy. Therefore, Government of Meghalaya is in process to declare this project as non-feasible and scrap the same.
8.4 Bina Mines and Supply Limited
Consequent to termination of Securities Purchase Agreement (SPA) executed with JSW, which was extended upto 31st December, 2017, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL would not be implemented. The name of the company was changed to Bina Mines and Supply Limited vide fresh certificate of incorporation dated 7th July 2021.
9. REPORT ON PERFORMANCE OF SUBSIDIARIES
The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2023 is attached in the prescribed format AOC-1 as set out in âAnnexure-Aâ and forms part of this Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.
The Policy on Material Subsidiaries, as approved
by the Board of Directors, may be accessed on the
Company''s website at the link: http://jppowerventures.
com/wp-content/uploads/2015/05/Policy-on-Material-
Subsidiaries-.pdf
10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL10.1 Changes in the Board
a) Shri Pritesh Vinay (DIN: 08868022) and Shri Praveen Kumar Singh (DIN: 00093039) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for reappointment.
b) Shri Jagmohan Garg (DIN: 00364981)was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 16th October, 2019 to hold his office till 15th October, 2022. He was re- appointed for another term of three years vide shareholders approval in the 27th Annual general meeting held on 24th September, 2022 from 16th October 2022 to 15th of October 2025.
c) IDBI Bank Ltd. Nominated Shri Mitesh Sinha (DIN :08921820) as Nominee Director vice Shri Ramakrishna Eda (DIN:07677647) w.e.f 27th May, 2022. The IDBI Bank Ltd again nominated Shri Sonam Bodh (DIN: 06731687) vice Shri Mitesh Sinha (DIN: 08921820) w.e.f from 6th September 2022.
d) Shri Sunil Kumar Sharma (DIN: 00008125) was appointed as a Whole-time Director on the Board of the Company from 18th March, 2023, to 31st March, 2024. Looking at his valuable contribution to the Board, Shareholders approved his appointment vide Postal Ballot dated 14th June 2023.
e) Smt. Binata Sengupta (DIN: 08779205) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 2nd July, 2020 to hold her office till 1st July, 2023. Looking at her immense contribution to the Board, approval of Shareholders is sought to reappoint her for a further period of 3 years w.e.f. 2nd July, 2023 to 1st July, 2026.
f) Dr. Vandana R Singh. (DIN: 03556920) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 27th July, 2020 to hold her office till 28th July, 2023. Looking at her immense contribution to the Board, approval of Shareholders is sought to re-appoint her for a further period of 3 years w.e.f. 27th July, 2023 to 26th July, 2026.
g) Shri Anupam Lal Das (DIN: 08812375) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 27th July, 2020 to hold his office till 28th July, 2023. Looking at his immense contribution to the Board, approval of Shareholders is sought to re-appoint him for a further period of 3 years w.e.f. 28th July 2022 to 27th July, 2026.
h) Shri Sudhir Mital (DIN: 08314675) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 7th November, 2020 to hold his office till 6th November, 2023. Looking at his immense contribution to the Board, approval of Shareholders
is sought to re-appoint him for a further period of 3 years w.e.f. 7th November, 2023 to 6th November, 2026.
i) Shri Rama Raman (DIN: 01120265) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 9th May,2023 to hold his office till 8th May,2023. He was re- a vide shareholders'' approval in the Postal Ballot dated 14th June,2023.
Shri Suren Jain continued as Managing Director and CEO of the Company. Shri Praveen Kumar Singh continued as Whole-time Director of the Company.
Shri Sunil Kumar Sharma was appointed as whole time Director w.e.f. 18th March, 2023 to 31st March, 2024 vide Shareholder''s approval in the Postal Ballot dated 14th June 2023.
Shri R.K. Porwal, Chartered Accountant, continued to be CFO of the Company.
Shri Mahesh Chaturvedi (FCS 3188) continued to be Company Secretary and Compliance Officer of the Company.
10.3 Number of meetings of the Board of Directors
During the financial year 2022 -23, six meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.
10.4 Statement on declaration given by Independent Directors
The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.
10.5 Nomination & Remuneration Policy
As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.jppowerventures.com.
10.6 Annual evaluation by the Board of its own performance,
performance of its Committees and Individual Directors (i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in their meeting held on 11th May, 2019 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 8th May, 2023 carried out the evaluation of performance of
as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 to hold his office till the conclusion of 27th Annual General Meeting to be held in FY 2022. The Board of Directors in its meeting held on 27th May, 2022 has, on the recommendation of the Audit Committee, proposed to re-appoint M/s. Lodha & Co., Chartered Accountants as Auditors of the Company for another term of 5 (five) consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2027 at such remuneration as may be fixed by the Board of Directors of the Company.
12.2 Cost Auditors
For the Financial Year 2022-23, the Board of Directors of the Company had appointed, on the recommendations of the Audit Committee, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) to audit the Cost Records relating to âPower Generationâ of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be filed within the due date.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No: 000212) as Cost Auditors of the Company for auditing the Cost Records relating to âPower Generationâ of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2023-24 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.
12.3 Secretarial Auditor
In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed M/s. VLA &Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023. Secretarial Audit Report for the Financial Year ended on 31st March, 2023, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as âAnnexure-Bâ.
The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3) (f) (ii) of the Companies Act, 2013. The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed M/s. VLA & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the Financial Year 2023-24.
13. AUDITORSâ REPORT
The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2023. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-
Board, its Committees except NRC and that of individual Directors other than independent directors, on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.
(ii) A meeting of Independent Directors was held on 6th March, 2023 without the attendance of Non-Independent Directors or any member of the Management, for evaluation of performance of Non-Independent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.
(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 as well as by the Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 9th May, 2023 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.
11 DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2023 that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b. the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2023 and profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. AUDITORS12.1 Statutory Auditors
M/s. Lodha & Co., Chartered Accountants, were appointed
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Auditorsâ Qualification |
Managementâs Reply |
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a) |
As stated in note no. 44(e) of the audited standalone financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March,2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results). |
In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. (Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of âFramework Agreementâ (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI and is in process of discussion with SBI. Presently Impact cannot be quantified. |
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b) |
As stated in note no. 46 and 53(a) of the audited standalone financial statements for the year ended 31st March, 2023, no provision for diminution in value against long-term investments made in subsidiaries amounting to Rs. 78,089 lakhs including amount of Rs.55,212 lakhs investment in SPGCL (31st March,2022 Rs. 78,795 lakhs and including amount of Rs. 55,207 lakhs investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims as stated in note no.6 of accompanying financial results (note no.5 of accompanying financial results) (impact unascertainable). |
No provision for diminution in value against following longterm investments of amounting to Rs.78,089 lakhs (Book Value) has been made as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and claims as stated in note no.5 (this to be read with note no.6) of accompanying financial results and management is confident that no provision for the same at this stage is considered necessary |
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In Lakhs |
||||
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(i) |
Investment in Sangam Power Generation Company Limited |
55,212 |
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(ii) |
Investment in Jaypee Arunachal Power Ltd |
22,872 |
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|
(iii) |
Investment in Jaypee Meghalaya Power Ltd |
5 |
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Total |
78,089 |
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Presently Impact cannot be quantified. |
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Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The Management Reply thereto were as under:- |
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Auditors Emphasis on matters |
Managementâs Reply |
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a) |
As stated in note no. 10 of accompanying financial results regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been subcontracted on back -to -back basis. Further, as stated, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due installments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the sub-contractor. As stated in note no. 10 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good. |
As per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good , since sand contracts have been sub-contracted on back -to -back basis. Further, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the subcontracts signed, the sub-contractor is liable to pay due installments amount including delay charges to DMG. Secondly, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation and there will not be any material impact on these financial statements. Presently Impact cannot be quantified |
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|
Auditors Emphasis on matters |
Managementâs Reply |
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b) |
Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500 lakhs (including carrying cost of Rs. 13,581 lakhs up to Mar23). As stated in the note in the opinion of the management, Company has crediable case in its favour. |
Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UpErC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 42,442 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour. Presently Impact cannot be quantified. |
|
Auditors Emphasis on matters |
Managementâs Reply |
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c) |
As stated in note no. 48 (i) of the audited standalone financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2022 Rs. 6,085 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable. |
The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,085 lakhs) has been deposited which is in the opinion of the management good and recoverable. Presently Impact cannot be quantified |
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d) |
As stated in note no. 59(a) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes. |
Management is in the process to confirmations/ reconciliation of balances of balances (of certain secured and unsecured borrowings (current & noncurrent), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation(including for fuel procurement and consumption processes which are in process of further strengthening).. The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs. Presently Impact cannot be quantified. |
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e) |
For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its readability. Accordingly, these are considered good by the management as stated in Note no. 66(c) of the audited standalone financial statements for the year ended 31st March, 2023. |
During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements. Presently Impact cannot be quantified. |
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Auditors Emphasis on matters |
Managementâs Reply |
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f) |
As stated in the note no. 52 of the audited standalone financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage (note no. 7(b) of the accompanying financial results). |
Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage. |
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-urther, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The Management''s Reply thereto is as under:- |
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Auditorsâ Qualification |
Managementâs Reply |
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a) |
As stated in note no. 43(h) of the audited consolidated financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March,2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results). |
In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. (Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of âFramework Agreementâ (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI and is in process of discussion with SBI. Presently Impact cannot be quantified. |
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|
Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. The Management Reply thereto were as under:- |
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|
Auditorsâ emphasis on matters |
Managementâs Reply |
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|
a) |
As stated in note no. 10 of accompanying financial results regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been subcontracted on back -to -back basis. Further, as stated, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the subcontractor. As stated in note no. 10 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good. |
As per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 (Including payable to DMG Rs. 21,690 lakhs) is considered good , since sand contracts have been sub-contracted on back -to -back basis. Further, subcontractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Secondly, Rs. 3,556 lakhs also due and recoverable from subcontractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation and there will not be any material impact on these financial statements. Presently Impact cannot be quantified |
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|
Auditorsâ emphasis on matters |
Managementâs Reply |
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b) |
Attention is invited to note no. 8 of accompanying financial results regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 200708 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500 lakhs (including carrying cost of Rs. 13,581 lakhs up to Mar23). As stated in the note in the opinion of the management, Company has crediable case in its favour |
Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 42,442lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour. Presently Impact cannot be quantified. |
|
c) |
As stated in Note no. 46(i) of the audited consolidated financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2022 Rs. 6,085 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable. |
The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,085 lakhs) has been deposited which is in the opinion of the management good and recoverable. Presently Impact cannot be quantified. |
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d) |
As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59 (b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes. |
Management is in the process to confirmations/ reconciliation of balances of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. (Including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs. Presently Impact cannot be quantified |
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e) |
For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its realisability. Accordingly, these have been considered good by the management as stated in Note no. 62(ii) of the audited consolidated financial statements for the year ended 31st March, 2023. |
During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements. Presently Impact cannot be quantified. |
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Auditorsâ emphasis on matters |
Managementâs Reply |
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f) |
As stated in the note no. 65 of the audited consolidated financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage (note no. 7(b) of the accompanying financial results). |
Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage. |
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Our opinion is not modified in respect of above stated matters in para (a) to (f). |
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g) |
Uncertainty on the going concern - of Subsidiary Companies: (i) Jaypee Arunachal Power Limited: Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs) is in process of data/ information submission to the nodal agency regarding handing over of the project to the designated agency i.e. NHPC where Government of India has proposed JAPL''s project to be implemented by the central PSU (NHPC/ NEEPCO). Accordingly, no provision has been considered necessary for capital work in progress and advance given to Government of Arunachal Pradesh and JAPL is dependent on its holding company for meeting its day-today obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPL''s ability to continue as a going concern. However, the financial statements of the JAPL have been prepared by the management on a going concern basis [Note no. 64(a) of the audited consolidated financial statements for the year ended 31st March, 2023]. |
(i) (Government of India has proposed company''s project to be implemented by central PSU (NHPC/ NEEPCO). We are in process of data / information submission to the nodal agency regarding handing over of the project to the designated agencies i.e. NHPC, therefore no impairment provision has been considered necessary for âCapital work- in -progress'' and Advance given to Government of Arunachal Pradesh at this level. In the meantime company has filed an application for refund/ reimbursement of necessary fees etc. which was deposited with government agency. |
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(ii) Jaypee Meghalaya Power Limited: Jaypee Meghalaya Power Limited (JMPL) (where Holding Company has investment of Rs. 846 lakhs and provision for diminution of Rs. 846 lakhs) could not file application for claiming the expenses incurred for capital work in progress and therefore considering it to be prudent, provision for impairment for the same has been made. Further, accumulated losses have eroded more than 50% of the net worth of the JMPL and JMPL is dependent on its holding company for its daily operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPL''s ability to continue as a going concern. However, the financial statements of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2023]. |
(ii) Government of India has held up the project of the company., Since the project has been scrapped hence impairment is considered necessary for âcapital work- in -progress'' at this level. Company has made provision of Rs. 846 Lakhs entire investment. |
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Auditorsâ emphasis on matters |
Managementâs Reply |
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(iii) Sangam Power Generation Company Limited Sangam: |
(iii) Sangam Power Generation Company Limited (SPGCL, a |
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Power Generation Company Limited (SPGCL) (where |
Subsidiary Company) was acquired by JPVL (the Company) |
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Holding Company investment of Rs. 55,212 lakhs) is having |
from Uttar Pradesh Power Corporation Ltd (UPPCL) in |
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accumulated losses and its net worth has been significantly |
earlier year for implementation of 1320 MW Power Project |
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eroded as on 31st March 2023 and its claim against UPPCL |
(Karchana STPP) at Tahsil Karchana, Distt. Allahabad, |
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is pending before Honâble Supreme Court. These conditions |
Uttar Pradesh. The Company has investment of Rs.55,212 |
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indicates the existence of a material uncertainty that may cast |
lakhs (5,520 lakhs equity shares of Rs. 10/- each fully paid |
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significant doubt about the SPGCLâs ability to continue as a going concern. However, the financial statements have been prepared on going concern basis (this is to be read with note no. 6 of the accompanying financial results). Our opinion on above [(g) (i) to (iii)] is not modified. |
till 31/03/2023) in SPGCL. Net Worth of SPGCL has been eroded significantly as on 31st March, 2023. In view of abnormal delay in handing over the physical possession of land by UPPCL, SPGCL had written to UPPCL in earlier year and to all procurers of power that the Power Purchase Agreement (PPA) be rendered void and cannot be enforced. As advised, draft of Share Purchase Agreement (SPA) was sent to UPPCL / UPRVUNL by SPGCL for their approval but there was abnormal delay in resolving the matter by UPPCL, therefore SPGCL had withdrawn all its undertakings given to UPPCL and also had filed a petition before Honâble UPERC (State Commission) for release of performance bank guarantee and also for payment against claim lodged of Rs 1,15,722 lakhs. UPERC vide its Order dated 28.06.2019 has allowed claim (of SPGCL) for Rs.25,137 Lakhs along with interest @ 9% p.a. on Rs.14,925 lakhs for the period from 11.04.2014 to 31.03.2019 and also directed UPPCL to immediately release Performance Bank Guarantee (Rs. 99 crore) to SPGCL and SPGCL to transfer the entire land parcel to UPPCL. UPPCL had appealed against the said order in APTEL and SPGCL had also filed counter appeal. During the current year, APTEL vide its order dated 14th July, 2021, upheld the State Commissions order dated 28.06.2019 and directed State Commission to complete the verification of relevant documents of the claim filed by SPGCL within a period of three months from the date of pronouncement of this judgment and crystallize the total amount to be paid to SPGCL. SPGCL has filed application with Honâble UPERC for verification of expenditure and payment thereof and release of performance bank guarantee. Further, UPPCL has filed an appeal with Honâble Supreme Court against above mentioned order of APTEL and also Company has filed an appeal with Honâble Supreme Court against the order of APTEL. Honâble Supreme Court has stayed the Order of APTEL. Further pursuant to the Order dated 14th December,2021of Honâble Supreme Court, application filed with UPERC has been kept in abeyance. Pending these and management is confident about settlement of claims in its favour, no provision against diminution in value of investment, has been considered necessary at this stage.. |
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions were done on an arm''s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.
The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No.SEBI/LAD-NRO/GN/ 2021/55 dated
9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2015/05/ Policy-on-Related-Party-Transactions.pdf.
The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Câ to this Report.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.jppowerventures. com/wp-content/uploads/2023/08/MGT_7-2023.pdf
17. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY
The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
18. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
The Provisions of constitution of Risk Management Committee is applicable to the Company vide SEBI Notification dated 5.5.2021 being falling in the list of top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee. Accordingly the Company has constituted the Risk Management Committee details of which are given in the Corporate Governance Report forming part of the Board Report.
The policy on Risk Management as approved by board is available on company''s website at www.jppowerventures.com
In the opinion of the Board, there is no risk which may threaten the existence of the Company as a going concern.
20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top thousand (1000) listed entities based on market capitalization as on 31st March, 2023, as such, a Business Responsibility and Sustainability Report (BRSR) is annexed with this Annual Report.
21. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided
in the Report on Corporate Governance.
The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed herewith as âAnnexure-Dâ.
22. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as âAnnexure-Eâ.
23. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.
24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.
As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.
25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.
The Vigil Mechanism-cum-Whistle Blower Policy may be
accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
26. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.
The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
a) Statement showing details of employees as required under Section 197(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 in Annexure-F (I) which forms part of this Report.
b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, CEA, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Ministry of Power, Ministry of Coal, Government of India, Financial Institutions, Banks, Rating Agencies, for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.
For and on behalf of the Board MANOJGAUR
Place : New Delhi Chairman
Date : 28th July, 2023 [DIN: 00008480]
Mar 31, 2022
(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie Cement Grinding Unit with an installed capacity of 2 MTPA.
(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 2.80 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP.
(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.
Despite Covid related issues impacting the demand of energy in the beginning of the year and constraint in coal procurement as well as unremunerative coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-
|
Plant |
Plant Availability (%) |
Plant Load Factor (%) |
Net Saleable Energy Generation (MU) |
|
Jaypee Vishnuprayag Hydro Power Plant (400 MW) |
96.65 |
51.40 |
1565.56 |
|
Jaypee Bina Thermal Power Plant[500 MW ] |
74.20 |
57.28 |
2314.87 |
|
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) |
87.56 |
72.49 |
7794.90 |
The Directors of your Company are pleased to present the Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2022.
The Financial Performance of the Company (Standalone) for the year ended 31st March, 2022 is summarized below:-
|
(Rs. in Crore) |
||
|
Particulars |
Current |
Previous |
|
Year ended |
Year ended |
|
|
31.03.2022 |
31.03.2021 |
|
|
Net Revenue |
4596.32 |
3284.44 |
|
Add: Other operating income |
28.23 |
17.27 |
|
Add: Other Income |
234.87 |
132.66 |
|
Total Income |
4859.42 |
3434.37 |
|
Profit before Interest, Depreciation, Exceptional items & Taxation |
1347.9 |
1290.19 |
|
Less : Finance Cost |
556.09 |
578.10 |
|
Less : Depreciation |
481.20 |
479.87 |
|
Add: Exceptional items (Net) |
0 |
243.65 |
|
Profit /(Loss) before Tax |
310.61 |
475.87 |
|
Add: Tax expenses (Net) |
(202.12) |
(109.59) |
|
Profit after Tax/(Loss) |
108.49 |
366.28 |
|
(Less)/Add: Other Comprehensive Income |
(0.20) |
0.63 |
|
Total Comprehensive Income |
108.29 |
366.91 |
2. COMPANYâS PLANTS AND OPERATIONS
The Company continued to be engaged in the business of thermal and hydro power generation, coal mining, sand mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW, 2 MTPA Cement Grinding Unit and 2.8 MTPA Coal Mine as per details given below:-
(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.
(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit had been in operation since August 2012 and second unit since April 2013.
(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two units of 660 MW each, First unit had been in operation since September 2014 and second unit since February 2015.
(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie Cement Grinding Unit with an installed capacity of 2 MTPA.
(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was acquired through e-auction in 2015 with annual capacity of 2.80 MTPA. Entire coal produced by the said coal mine is being utilized for Power Generation at JNSTPP.
(vi) Sand mining operations such as excavation, storage, sale etc. of sand in the state of Andhra Pradesh as per Tender floated by Director of mines and Geology (DMG), Government of Andhra Pradesh through a sub-contractor.
Despite Covid related issues impacting the demand of energy in the beginning of the year and constraint in coal procurement as well as unremunerative coal prices, your Company was able to ensure smooth operations of plants. The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2021- 22 were as under:-
|
Plant |
Plant Availability (%) |
Plant Load Factor (%) |
Net Saleable Energy Generation (MU) |
|
Jaypee Vishnuprayag Hydro Power Plant (400 MW) |
96.65 |
51.40 |
1565.56 |
|
Jaypee Bina Thermal Power Plant[500 MW ] |
74.20 |
57.28 |
2314.87 |
|
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) |
87.56 |
72.49 |
7794.90 |
The saleable energy generation for the year has been 11,675.33 MUs as compared to 10,636.74 MUs during previous year i.e. higher by 1038.59 MUs. The performance of various plants is given as under:-
2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant
400 MW Jaypee Vishnuprayag Hydro Electric Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand.
The performance of the Vishnuprayag Hydro Electric Power Plant during the year ended 31st March, 2022 had been very good due to better hydrology and actual energy generated during the period was more than the Design Energy generation. The energy generated during the period ended 31st March, 2022 was 1801.23 MUs as compared to 1778.45 MUs during the corresponding previous year and the net saleable energy of 1565.56 MUs as against 1545.37 MUs during the previous year
2.2 500 MW Jaypee Bina Thermal Power Plant
Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal
based thermal power plant having an installed capacity of 500 MW (2X250 MW).
The Company has a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC guidelines and with Government of Madhya Pradesh (GoMP) & to supply 5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of (GoMP). Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is being sold as merchant power.
MPPMCL has been giving restricted schedule to BINA TPP and is giving erratic and fluctuating schedules of dispatch most of days & some time scheduling very low off take, which technically rendered it unfeasible to run the Plant optimally and forcing Company to sell balance power to power exchanges at un-remunerative tariff. During FY 2021-22, total 2314.87 MUs power were delivered out of which, 1147.29 MUs were delivered to MPPMCL and balance 1167.58 MUs were sold on power exchange and on bilateral sale basis, mainly to meet technical minimum requirement of the plant.
The gross energy generation of JBTPP was 2508.69 MUs during the year 2021-22 as compared to 1686.39 MUs during the previous year, thus was higher by 822.3MUs.
2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant
1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited respectively.
The Plant has long term PPAs with MPPMCL to supply 30% of installed capacity at tariff determined by MPERC guidelines and with GoMP to supply 7.5% of actual generation at variable cost which is also to be supplied to MPPMCL on behalf of GoMP Part of Energy generation is also sold on merchant basis through bilateral arrangements, through Indian Energy Exchange & Power Exchange of India Limited. The operations have been affected to some extent due to non-availability of long term PPA(s) and non-availability of coal for the part capacity of the plant.
The gross energy generation of the Plant was 8381.90 MUs during the year 2021-22 as compared to 8106.40 MUs in the previous year, which was higher by 275.50MUs. During the year 2021-22, 4356.35 MUs power was sold as merchant sales. The Company achieved a PLF of 72.49 % as compared to 70.11 % in the previous year.
2.4 Amelia (North) Coal Mine Block
The Company has a captive coal mine, Amelia (North), with an annual drawing capacity of 2.8 MTPA.
The Coal production from the mine commenced w.e.f.
26th May, 2015. The coal production during the financial year 2021-22 was 2.8 Million Tonne i.e. Peak rated capacity of the mines.
2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. Total production of Cement in the Plant during FY 2021-22 was 24,660 MT as against 43,306.5 in FY 2020-21 mainly due to clinker supply constraints.
In the previous year, your Company had participated in Bidding for Selection of Agency for conducting all sand operations, such as, excavation, storage, sale, etc. of Sand in the State of Andhra Pradesh floated by Director of Mines and Geology, (DMG) Govt. of Andhra Pradesh. In the process of selection of Agencies for conducting all sand operations for the above referred Package 1, 2 and 3, the Company qualified and secured the contract, in all the three fields given below:-
|
Package 1 |
Srikakulam, Vizianagaram, Visakhapatnam & East Godavari districts in state of Andhra Pradesh with a mimimum bid amount of Rs. 477.50 Crore inclusive of all statutory levies and consideration amount |
|
Package 2 |
West Godavari, Krishna, Guntur &Prakasam districts in the state of Andhara Pradesh with a minimum bid amount of Rs. 745.70 crore inclusive of all statutory levies and consideration amount |
|
Package 3 |
Nellor, Anantapur, Chittoor, Kurnool & YSR Kadapa districts in the state of Andhra Pradesh with a minimum bid amount of Rs. 305.60 crore inclusive of all statutory levies and consideration amount |
Your Company has implemented the project during the current year through sub-contract and has achieved a turnover of Rs. 741.82 crore (Previous Year - NIL) from Sand Mining Operations.
The total income from operations for the year ended 31st March, 2022 aggregated to Rs. 4624.55 crore as compared to Rs. 3301.71 crore in the previous year i.e. higher by Rs. 1322.84 crore.
The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 310.61 crore as compared to profit of Rs. 232.22 crore in the previous year. Exceptional items for the year under review was NIL (against exceptional item of Rs. 243.65 crore in the previous year).
The total income on consolidated basis for the year ended 31st March, 2022 aggregated to Rs. 4859.63 crore as compared to Rs. 3429.01 crore in the previous year. However, Net profit after tax and exceptional items on consolidated basis during the year under review stood at Rs. 107.28 crore as compared to net profit on consolidated basis of Rs. 282.06 crore during the previous year.
Due to inadequate profits in the current year, dividend was not recommended by the Board.
No amount is proposed to be transferred to reserves.
The paid up Equity Share Capital of the Company as on 31st March, 2022, was Rs. 68,53,45,88,270 divided into 6,85,34,58,827 Equity Shares of Rs.10/- each and as on 31st March, 2022, 23.12% of the paid-up Equity Share Capital of the Company is held by Banks, Financial Institutions and Insurance Companies. The Company has not issued any fresh shares during the year under review. Also, Your Company has not issued any:
⢠Shares with differential voting rights
⢠Sweat equity shares
⢠Equity shares under Employees Stock Option Scheme
7. VOTING RIGHTS TO PREFERENCE SHAREHOLDERS
Pursuant to the Debt Resolution Plan and consequent Framework Agreement executed with the Lenders, the Company had allotted the following Preference Shares during the month of December, 2019:
1. 0.01% Cumulative Compulsory Convertible
Preference Shares (CCCPs) aggregating to Rs. 3805.53 crore to lenders;
2. 9.5% Cumulative Redeemable Preference Shares (CRPs) of Rs.17.50 crore to be redeemed now in 7 equal instalments to Corporation Bank, now Union Bank of India; and
3. 9.5% Cumulative Redeemable Preference Shares (CRPs) of Rs.12.02 crore to be redeemed out of the sale proceeds of Nigrie Cement Grinding Unit to Canara Bank.
The dividends were supposed to be paid on the above referred securities as per coupon rate. However, the dividends could not be paid because of inadequate/non-availability of profits during the period.
Section 47 of the Companies Act, 2013 provides that where the dividend in respect of class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.
Since allotment was made in December, 2019, a period of two years has passed and the dividend has not been paid to the above referred all the three categories of preference shareholders, by virtue of Section 47 of the Companies Act, 2013, all the preference shares have become participative in general meetings and have attained the voting rights equivalent to all equity shareholders on all resolutions put before the shareholders.
On the basis of applicability of the provisions as referred to above, the resultant voting matrix has become as follows after December, 2021 onwards:-
|
Total Capital (Rupees) |
No of Shares |
Rs. (Face Value) |
No. of Votes (In Proportion to Paid Up Capital) |
Percentage |
|
|
Equity |
68,53,45,88,270 |
6,85,34,58,827 |
10 |
68,53,45,88,270 |
64.13% |
|
CCPS |
|||||
|
Series A |
38,04,90,00,000 |
38,049 |
10,00,000 |
38,04,90,00,000 |
35.61% |
|
Series B |
63,00,000 |
63 |
1,00,000 |
63,00,000 |
0.0% |
|
CRPS |
|||||
|
Union Bank of India (Previously Corporation Bank) |
15,00,00,000 |
150 |
10,00,000 |
15,00,00,000 |
0.14% |
|
Canara Bank |
12,02,00,000 |
1,202 |
1,00,000 |
12,02,00,000 |
0.11% |
|
Total |
1,06,86,00,88,270 |
1,06,86,00,88,270 |
100.00% |
||
8. DEPOSITS
During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014.
9. HOLDING & SUBSIDIARIES
As on 31st March, 2022, the Company had following wholly owned subsidiaries:
i) Jaypee Arunachal Power Limited;
ii) Sangam Power Generation Company Limited;
iii) Jaypee Meghalaya Power Limited;
iv) Bina Mines and Supply Limited (Previously Bina Power and Supply Limited)
The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-
9.1 Jaypee Arunachal Power Limited
Jaypee Arunachal Power Limited (JAPL) was incorporated
by Jaiprakash Power Ventures Limited as a wholly owned subsidiary of the company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Jaiprakash Power Ventures Limited alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance, forest clearance case is under scrutiny with Nodal officer, Itanagar. Draft Rehabilitation & Resettlement Plan is submitted to State Govt for its approval. Power Purchase Agreements are to be submitted for final approval. The details have been submitted to CEA for getting concurrence of Detailed Project Report revalidated. The cases of land acquisition, extension of validity of ToR for EIA/ EMP reports are being pursued with State Government. More field surveys have been carried out.
For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for extension of Validity of TEC. Public hearing had been conducted and the final EIA & EMP report has been submitted to Ministry of Environment & Forest for environment clearance. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.
An amount of approx. Rs. 228.29 crore has been incurred in respect of the aforesaid projects upto 31st March, 2022.
Ministry of Power GOI has decided to implement these project by Public Sector Undertakings and allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-
1. Lower Siang HEP (2700 MW) to NHPC Ltd.
2. Hirong HEP (500MW) to NEEPCO Accordingly, the process of handing over these projects and recovery of expenditures incurred by JPVL is under discussion with the respective PSUs.
9.2 Sangam Power Generation Company Limited
Sangam Power Generation Company Limited (SPGCL) was acquired by Jaiprakash Power Ventures Limited (JPVL) from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh.
SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession of land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the
ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that Company''s claims be settled amicably for closing the agreement(s). Due to abnormal delay in resolving the matter by UPPCL, SPGCL has withdrawn all its undertakings given to UPPCL and lodged a claim of Rs. 1,157.22 crore on them vide its letter no. SPGCL/NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed a petition with Hon''ble Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of performance bank guarantee and payment of certain claims.
Hon''ble UPERC has concluded the hearing and vide order dated 28th June, 2019 has directed UPPCL as under:-
a) The Power Purchase Agreement dated 17th October, 2008 and Share Purchase Agreement dated 23rd July, 2009 would stand terminated. As a consequence of termination of Share Purchase Agreement, the Respondent (UPPCL) shall become the owner of SPGCL.
b) Allowed reimbursement of actual expenses of Rs. 251.37 crores and allowed simple interest @9% on Rs. 149.25 crores which include expenditure on Land, Advances and Admin. Expenses.
c) The Respondent will immediately release the Bank Guarantee provided by the Petitioner (SPGCL).
UPPCL and SPGCL had filed Appeals against the Order of UPERC with APTEL. APTEL vide its Order dated 14.07.2021 has disallowed the Appeals and directed UPERC for verification & payment of expenses allowed in its Order & release of performance guarantees.
In terms of Order passed by APTEL, SPGCL has filed application with UPERC for verification of expenses & payment of expenses with Interest and release of performance guarantee.
UPPCL and SPGCL have filed Appeals with Supreme Court against the Order passed by APTEL.
Supreme Court has stayed the Order passed by APTEL and matter is pending for final hearing.
An amount of Rs. 548.19 crore has been spent on the Project up to 31st March, 2022.
9.3 Jaypee Meghalaya Power Limited
Jaypee Meghalaya Power Limited was incorporated to implement 270MW Umngot HE Power Project and 450MW Kynshi-II HE Power Project on BOOT (Build, Own, Operate and Transfer) basis and is presently the Wholly-owned Subsidiary of Jaiprakash Power Ventures Limited (JPVL).
JPVL alongwith its associates will ultimately hold 74% of the equity of the Company and the balance 26% will be held by the Government of Meghalaya.
a) UMNGOT HE POWER PROJECT (270MW) : As
there was opposition by the local people, State Government had earlier advised that Umngot HE
Power Project would not be operationalized as per MoA till further orders. The matter was being pursued with State Government for permission to resume the works. However, State Government has issued the order to terminate the MOA and begun the process for re-allocation of this project though ICB route.
b) KYNSHI H.E. PROJECT-II (3 x 150 = 450 MW)
i. The field work of survey & investigation and EIA studies have been completed. Drilling and drifting in power house area have been completed.
ii. The revised proposal for Kynshi-II HEP with involvement of lesser forest area submitted to Government of Meghalaya and MoEF. MoEF has asked Department of Atomic Energy and the State Government to give their view on uranium deposits in the vicinity of the project. Accordingly revised proposal for issuance of Term of Reference for EIA studies will be submitted.
iii. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. The water availability series for power potential studies has been approved by CEA.
iv. An aggregate amount of approx. Rs. 8.50 crores has been spent on the above said two projects upto March, 2022.
v. As it has been established that there are deposits
of Uranium in the area of this project, it has become difficult to obtain clearance form Ministry of Environment and Department of Atomic Energy. Therefore, Government of Meghalaya is in process to declare this project as non-feasible and scrap the same.
9.4 Bina Mines and Supply Limited
Consequent to termination of Securities Purchase Agreement (SPA) executed with JSW, which was extended upto 31st December, 2017, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL could not be implemented. The name of the company was changed to Bina Mines and Supply Limited vide fresh certificate of incorporation dated 7th July 2021.
10. REPORT ON PERFORMANCE OF SUBSIDIARIES
The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2022 is attached in the prescribed format AOC-1 as set out in âAnnexure-Aâ and forms part of this Report.
In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.
The Policy on Material Subsidiaries, as approved by the Board of Directors, may be accessed on the Company''s website at the link: http://jppowerventures. com/wp-content/uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf
11. DIRECTORATE AND KEY MANAGERIAL PERSONNEL11.1 Changes in the Board
a) Dr. Dinesh Kumar Likhi (DIN: 03552634) appointed as an Independent Director w.e.f 6th August, 2021 for a term of 3 years to hold his office till 5th August, 2024
b) Shri Manoj Gaur (DIN: 00008480) and Sunil Kumar Sharma (DIN: 00008125) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for re-appointment.
c) Shri Jagmohan Garg (DIN: 00364981) was appointed as an Independent Director on the Board of the Company for a term of three consecutive years from 16th October, 2019 to hold his office till 15th October, 2022. Looking at his valuable contribution to the Board, approval of Shareholders is sought to re-appoint him for a further period of 3 years w.e.f. 16th October, 2022 to 15th October, 2025.
d) The IDBI Bank Ltd has nominated Shri Mitesh Sinha (DIN 08921820) in place of Shri Ramakrishna Eda (DIN 07677647) - Nominee IDBI Bank Ltd. Hence, Shri Ramakrishna Eda resigned from the Board vide his resignation dated 17th May, 2022 and Shri Mitesh Sinha was appointed as a Nominee Director (IDBI) on 27th May, 2022.
Shri Suren Jain continued as Managing Director and CEO of the Company. Shri Praveen Kumar Singh continued as Whole-time Director of the Company.
Shri R.K. Porwal, Chartered Accountant, continued to be CFO of the Company.
Shri Mahesh Chaturvedi (FCS 3188) continued to be Company Secretary and Compliance Officer of the Company.
11.3 Number of meetings of the Board of Directors
During the financial year 2021 -22, four meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.
11.4 Statement on declaration given by Independent Directors
The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed
under the Listing Regulations 2015 and are independent of the management of the Company.
11.5 Nomination & Remuneration Policy
As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.jppowerventures.com.
11.6 Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors
(i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in their meeting held on 11th May, 2019 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 26th May, 2022 carried out the evaluation of performance of Board, its Committees except NRC and that of individual Directors other than independent directors, on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.
(ii) A meeting of Independent Directors was held on 8th February, 2022 without the attendance of Non-Independent Directors or any member of the Management, for evaluation of performance of NonIndependent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.
(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 as well as by the Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 27th May, 2022 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.
12. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2022 that:
a. in the preparation of the annual accounts, the
applicable accounting standards had been followed and that there were no material departures;
b. the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2022 and profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. AUDITORS13.1 Statutory Auditors
M/s. Lodha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 to hold his office till the conclusion of 27th Annual General Meeting to be held in FY 2022. The Board of Directors in its meeting held on 27th May, 2022 has, on the recommendation of the Audit Committee, proposed to re-appoint M/s. Lodha & Co., Chartered Accountants as Auditors of the Company for another term of 5 (five) consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2027. M/s Lodha & Co., Chartered Accountants, have confirmed their eligibility for the same and have expressed their willingness to be so reappointed at such remuneration as may be fixed by the Board of Directors of the Company.
For the Financial Year 2020-21, the Board of Directors of the Company had re-appointed, on the recommendations of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Records in respect of Power Generation and Cement Grinding Unit of the Company. The Cost Audit Report for the Financial Year ended 31st March, 2021 has been filed in Form CRA-4, with the Cost Audit Branch of the Ministry of Corporate Affairs. For the Financial Year 2021-22, on the recommendation of the Audit Committee, the Board of Directors appointed M/s Sanjay Gupta & Associates, Cost Accountants to audit the Cost Records relating to âPower Generationâ of various
plants of the Company and also for Cement Grinding Unit for the Financial Year 2021-22. The Cost Audit Report for the Financial Year 2021-22 will be filed within the due date.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Sanjay Gupta & Associates, Cost Accountants as Cost Auditors of the Company for auditing the Cost Records relating to âPower Generationâ of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2022-23 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.
In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee,
had appointed M/s. VLA &Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2022.
Secretarial Audit Report for the Financial Year ended on 31st March, 2022, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as âAnnexure-Bâ.
The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.
The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed M/s. VLA & Associates, Company Secretaries, Delhi as Secretarial Auditors of the Company for the Financial Year 2022-23.
The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2022. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:
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Auditorsâ Qualification |
Managementâs Reply |
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a) |
As stated in note no. 44(e) of audited standalone financial statements for the year ended 31st March, 2022, the Company has given/provided corporate guarantee of USD 1,500 lakhs (previous year USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (previous year Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2022 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results). |
In the opinion of the Management there will be no material impact of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. (Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Presently, Impact cannot be quantified. |
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b) |
As stated in note no. 46 and 53(a) of audited standalone fiAs stated in note no. 46 and 53(a) of audited standalone financial statements for the year ended 31st March, 2022, no provision for diminution in value against certain long-term investments made in subsidiaries amounting to Rs. 78,795 lakhs (previous year Rs. 78,785 lakhs and including amount of Rs. 55,207 investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims as stated in note no.6 of accompanying financial results (impact unascertainable) (note no. 5 of accompanying financial results). |
No provision for diminution in value against following longterm investments of amounting to Rs.78,795 lakhs (Book Value) has been made as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and claims as stated in note no.5 (this to be read with note no.6) of accompanying financial results and management is confident that no provision for the same at this stage is considered necessary. |
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In Lakhs |
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(i) |
Investment in Sangam Power Generation Company Limited |
55,207 |
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(ii) |
Investment in Jaypee Arunachal Power Ltd |
22,872 |
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(iii) |
Investment in Jaypee Meghalaya Power Ltd |
711 |
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|
(iv) |
Investment in Bina Mines & Supply Co. Ltd. |
5 |
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Total |
78,795 |
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Presently, Impact cannot be quantified. |
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Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The Management Reply thereto were as under:- |
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|
Auditors Emphasis on matters |
Managementâs Reply |
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a) |
As stated in note no. 47 of audited standalone financial statements for the year ended 31st March, 2022, regarding the claims of UPPCL of Rs. 39,970 lakhs (including carrying cost of Rs. 2,916 lakhs and Rs. 729 lakhs for year ended 31st March,2022 and current quarter respectively and Rs8,193 lakhs for the financial year 2018-19 to 2020-21) against disallowances made in respect of a unit VHEP of the Company towards income tax and secondary energy charges (paid / accounted for) in earlier years which is to be refunded back to UPPCL in view of Order of UPERC. Against the Order of UPERC as stated in the note no. 8 of accompanying financial results, Company has filed an Appeal with APTEL. As stated, Company believes that it has a credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage (note no. 8 of accompanying financial results) and amount deducted / retained by UPPCL amounting to Rs.16,044 lakhs is considered good. |
Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June, 2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 39,970 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour. Presently, Impact cannot be quantified. |
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b) |
As stated in Note no. 48(i) of the audited standalone financial statements for the year ended 31st March, 2022, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). As stated in said note, in respect of the stated unit receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending before concerned authority, for which the management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (till 31.03.2021 Rs. 5,885 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable. |
The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (previous year Rs. 5,885 lakhs) has been deposited which is in the opinion of the management good and recoverable. Presently, Impact cannot be quantified. |
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c) |
As stated in note no. 59(a) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2022 regarding pending confirmations/ reconciliation of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs as stated in said notes |
Management is in the process to confirmations/ reconciliation of balances of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Subcontractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs. Presently, Impact cannot be quantified. |
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Auditors Emphasis on matters |
Managementâs Reply |
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d) |
For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2022 of amounting to Rs. 12,041 lakhs (previous year Rs. 22,841 lakhs) and Rs. 9,034 lakhs (previous year Rs. 18,297 lakhs) respectively, the Management is confident about its realisability. Accordingly, these have been considered good by the management as stated in Note no. 66(c) of the audited standalone financial statements for the year ended 31st March, 2022. |
During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs.12,041 lakhs and Rs. 9,034 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements. Presently, Impact cannot be quantified. |
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e) |
As stated in the Note no. 56 of the audited standalone financial statements for the year ended 31st March, 2022, fair value of Jaypee Nigrie Cement grinding unit being in excess as compared to the carrying value (as on 31st March 2022 carrying value amounting to Rs. 23,699 lakhs), as assessed by the management considering the expected future cash flows. Also, management is of the view that no impairment provision in the carrying amount of property, plant and equipment (including capital work-in-progress) is necessary at this stage considering above stated reasons. |
As assessed by the Management, carrying value is lower than fair value, therefore, the management feel that there is no need to make provision on account of impairment at the stage. |
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f) |
As stated in the Note no. 52 of the audited standalone financial statements for the year ended 31st March, 2022, regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2021 Rs. 19,535 lakhs) as stated in the said note, which have been disputed by MPPMCL. Company is contesting with MPPMCL and also has filed petitions with MPERC as stated in said note and in the opinion of the management, above stated amount is good and fully recoverable and hence no provision has been considered necessary by the management at this stage. (note no. 7(b) of the accompanying financial results). |
Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs.17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage. |
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Further, the Statutory Auditors in their Reporton Consolidated Financial statements have made certain qualifications. The Management''s Reply thereto is as under:- |
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|
Auditorsâ Qualification |
Managementâs Reply |
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a) |
As stated in note no. 43(h) of audited consolidated financial statements for the year ended 31st March, 2022, the Company has given/provided corporate guarantee of USD 1,500 lakhs (previous year USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (previous year Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2022 and also no provision there against has been made in these financial results (in the absence of fair valuation impact unascertained) (note no. 3 of accompanying financial results). Above qualification is appearing since the year ended 31st March 2018. |
In the opinion of the Management there will be no material impact of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. (Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Presently, Impact cannot be quantified. |
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Statutory Auditors in their Reporton Consolidated Financial statements have made Emphasis on certainmatters. The Management Reply thereto were as under:- |
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Auditorsâ emphasis on matters |
Managementâs Reply |
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a) |
As stated in note no. 48 of audited consolidated financial statements for the year ended 31st March, 2022, regarding the claims of UPPCL of Rs. 39,970 lakhs (including carrying cost of Rs. 2,916 lakhs and Rs. 729 lakhs for year ended 31st March,2022 and current quarter respectively and Rs 8,193 lakhs for the financial year 2018-19 to 2020-21) against disallowances made in respect of a unit VHEP of the Company towards income tax and secondary energy charges (paid / accounted for) in earlier years which is to be refunded back to UPPCL in view of Order of UPERC. Against the Order of UPERC as stated in the note no. 8 of accompanying financial results, Company has filed an Appeal with APTEL. As stated, Company believes that it has a credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage (note no. 8 of accompanying financial results) and amount deducted / retained by UPPCL amounting to Rs.16,044 lakhs is considered good |
Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 39,970 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour. Presently, Impact cannot be quantified. |
|
b) |
As stated in Note no. 46(i) of the audited consolidated financial statements for the year ended 31st March, 2022, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). As stated in said note, in respect of the stated unit receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending before concerned authority, for which the management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (till 31.03.2021 Rs. 5,885 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable. |
The Company has not made provision against Entry Tax in respect of Nigrie Power and Cement unit amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (previous year Rs. 5,885 lakhs) has been deposited which is in the opinion of the management good and recoverable. Presently Impact cannot be quantified. |
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c) |
As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2022 regarding pending confirmations/reconciliation of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractor, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes. |
Management is in the process to confirmations/ reconciliation of balances of balances (this is to be read with note no. 11 of accompanying financial results) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/ payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs. Presently, Impact cannot be quantified |
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Auditorsâ emphasis on matters |
Managementâs Reply |
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d) |
For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2022 of amounting to Rs. 12,041 lakhs (previous year Rs. 22,841 lakhs) and Rs. 9,034 lakhs (previous year Rs. 18,297 lakhs) respectively, the Management is confident about its realizability. Accordingly, these have been considered good by the management as stated in Note no. 62(ii) of the audited consolidated financial statements for the year ended 31st March, 2022. |
During the year company has operational profit however losses incurred in previous years and it expects turnaround of the sector and accordingly Deferred tax assets in respect of unabsorbed depreciation and business losses and MAT credit entitlement have been recognized amounting to Rs. 12,041 lakhs and Rs. 9,034 lakhs, owing to reasonable certainty of availability of future taxable income to realize such assets. Accordingly, these have been considered good and no provision there against at this stage is considered necessary in the financial statements. |
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Presently, Impact cannot be quantified. |
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e) |
As stated in the Note no. 54 of the audited consolidated financial statements for the year ended 31st March, 2022, fair value of Jaypee Nigrie Cement grinding unit being in excess as compared to the carrying value (as on 31st March 2022 carrying value amounting to Rs. 23,699 lakhs), as assessed by the management considering the expected future cash flows. Also, management is of the view that no impairment provision in the carrying amount of property, plant and equipment (including capital work-in-progress) is necessary at this stage considering above stated reasons. |
As assessed by the Management, carrying value is lower than fair value, therefore, the management feel that there is no need to make provision on account of impairment at the stage. |
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f) |
As stated in the Note no. 65 of the audited consolidated financial statements for the year ended 31st March, 2022 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2021 Rs. 19,535 lakhs) as stated in the said note, which have been disputed by MPPMCL. Company is contesting with MPPMCL and also has filed petitions with MPERC as stated in said note and in the opinion of the management, above stated amount is good and fully recoverable and hence no provision has been considered necessary by the management at this stage. (note no. 7(b) of the accompanying financial results). |
Considering the prevailing Madhya Pradesh Electricity Grid Code (revision -ii), 2019 (MPEGC, 2019) and legal opinion taken by the Association of Private Electricity Generating Stations of MP, the MPPMCL is liable to make payment of capacity charges for declared availability of Contracted Capacity under PPA and invoices had been raised as per the terms of PPA signed between company and MPPMCL. Further, during the year, Company has also filed petitions with Madhya Pradesh Electricity Regulatory Commission (MPERC) for the recovery of capacity charges as stated above. Considering above stated facts and pending decision of the MPERC, amount stated above which is overdue for payment, has been considered good and fully recoverable by the management Accordingly, the amount of Rs. 17,706 Lakhs has been considered good and fully recoverable hence no provision has been considered necessary at this stage. |
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Our Opinion is not modified for matters stated in para (a) to (f). |
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g) |
Uncertainty on the going concern - of Subsidiary Companies: (i) Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs) is in process of data/information submission to the nodal agency regarding handing over of the project to the designated agency i.e. NHPC where Government of India has proposed JAPL''s project to be implemented by the central PSU (NHPC/ NEEPCO). Accordingly, no provision has been considered necessary for capital work in progress and advance given to Government of Arunachal Pradesh and JAPL is dependent on its holding company for meeting its day-today obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPL''s ability to continue as a going concern. However, the financial statements of the JAPL have been prepared by the management on a going concern basis [Note no. 64(a) of the audited consolidated financial statements for the year ended 31st March, 2022]. |
(i) Government of India has proposed company''s project to be implemented by central PSU (NHPC/ NEEPCO). We are in process of data / information submission to the nodal agency regarding handing over of the project to the designated agencies i.e. NHPC, therefore no impairment provision has been considered necessary for âCapital work- in -progress'' and Advance given to Government of Arunachal Pradesh at this level. |
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Auditorsâ emphasis on matters |
Managementâs Reply |
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(ii) Jaypee Meghalaya Power Limited (JMPL) (where Holding Company has investment of Rs. 846 lakhs) is in process to file an application for refund/ reimbursementof necessary fees etc. which was deposited with government agency in this regard along with other expenditures incurred as the project has been held up by Government of India, hence no impairment is considered necessary for capital work in progress and JMPL is dependent on its holding company for meeting its day-to-day obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPL''s ability to continue as a going concern. However, the financial statements of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2022]. |
(ii) Government of India has held up the project of the company and we are in the process to file an application for refund/ reimbursement of necessary fees etc. which was deposited with the Government agency in this regard along with other expenditures incurred, hence no impairment is considered necessary for âcapital work- in -progressâ at this level. Company has made provision of Rs. 135 Lakhs against the investment of Rs. 846 Lakhs. |
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(iii) Sangam Power Generation Company Limited (SPGCL) (where Holding company investment of Rs. 55,207 lakhs) is having accumulated losses and its net worth has significantly eroded as on 31st March 2022 and its claim against UPPCL is pending before Honâble Supreme Court. These conditions, indicates the existence of a material uncertainty that may cast significant doubt about the SPGCLâs ability to continue as a going concern. However, the financial statements have been prepared on going concern basis. [this is to be read with as stated in note no. 6 of the accompanying financial results]. Our opinion on above [(i) to (iii)] is not modified |
(iii) Sangam Power Generation Company Limited (SPGCL, a Subsidiary Company) was acquired by JPVL (theCompany) from Uttar Pradesh Power Corporation Ltd (UPPCL) in earlier year for implementation of 1320 MW Power Project (Karchana STPP) at Tahsil Karchana, Distt. Allahabad, Uttar Pradesh. The Company has investment of Rs.55,207 lakhs (5,520 lakhs equity shares of Rs. 10/- each fully paid till 31/03/2022) in SPGCL. Net Worth of SPGCL have been eroded significantly as on 31st March, 2022. In view of abnormal delay in handing over the physical possession of land by UPPCL, SPGCL had written to UPPCL in earlier year and to all procurers of power that the Power Purchase Agreement (PPA) be rendered void and cannot be enforced. As advised, draft of Share Purchase Agreement (SPA) was sent to UPPCL / UPRVUNL by SPGCL for their approval but there was abnormal delay in resolving the matter by UPPCL, therefore SPGCL had withdrawn all its undertakings given to UPPCL and also had filed a petition before Honâble UPERC (State Commission) for release of performance bank guarantee and also for payment against claim lodged of Rs 1,15,722 lakhs. UPERC vide its Order dated 28.06.2019 has allowed claim (of SPGCL) for Rs.25,137 Lakhs along with interest @ 9% p.a. on Rs.14,925 lakhs for the period from 11.04.2014 to 31.03.2019 and also directed UPPCL to immediately release Performance Bank Guarantee (Rs. 99 crore) to SPGCL and SPGCL to transfer the entire land parcel to UPPCL. UPPCL had appealed against the said order in APTEL and SPGCL had also filed counter appeal. During the current year, APTEL vide its order dated 14th July, 2021, upheld the State Commissions order dated 28.06.2019 and directed State Commission to complete the verification of relevant documents of the claim filed by SPGCL within a period of three months from the date of pronouncement of this judgment and crystallize the total amount to be paid to SPGCL. SPGCL has filed application with Honâble UPERC for verification of expenditure and payment thereof and release of performance bank guarantee. Further, UPPCL has filed an appeal with Honâble Supreme Court against above mentioned order of APTEL and also Company has filed an appeal with Honâble Supreme Court against the order of APTEL. Honâble Supreme Court has stayed the Order of APTEL. Further pursuant to the Order of Honâble Supreme Court, application filed with UPERC has been kept in abeyance. Pending these and management is confident about settlement of claims in its favour, no provision against diminution in value of investment, has been considered necessary at this stage. |
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions were done on an arm''s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.
The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No.SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: https://www.jppowerventures.com/wp-content/ uploads/2022/06/Policy-on-Related-Party.pdf The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Câ to this Report.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.
17. ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.jppowerventures. com/wp-content/uploads/2022/08/MGT_7-2022.pdf
18. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY
The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
19. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
20. RISK MANAGEMENT
The Provisions of constitution of Risk Management
Committee has been made applicable by the SEBI vide its Notification dated 5.5.2021 wherein it has made it mandatory for top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee. According the Company has constituted and Risk Management Committee details of which are given to the Corporate Governance Report forming part of the Board Report.
The policy on Risk Management as approved by board is available on company''s website at www.jppowerventures. com
In the opinion of the Board, there is no risk which may threaten the existence of the Company as a going concern.
21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2022, as such, a Business Responsibility and Sustainability Report (BRSR) is annexed with this Annual Report.
22. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Report on Corporate Governance.
The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed herewith as âAnnexure-Dâ.
23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as
24. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.
25. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from
the Auditors confirming compliance with the conditions of Corporate Governance.
As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.
26. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
27. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or
inadequacy of such controls.
The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
a) Statement showing details of employees as required under Section 197(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 in Annexure-F (I) which forms part of this Report.
b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Financial Institutions, Banks and Rating Agencies for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.
For and on behalf of the BoardMANOJGAUR
Place : New Delhi Chairman
Date : 27th May, 2022 [DIN: 00008480]
Mar 31, 2018
To,
The Members
The Directors of your Company are pleased to present the Twenty Third Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of the Company (Standalone) for the year ended 31st March, 2018, is summarized below:-
(Rs. in Crore)
|
Particulars |
Current Year ended 31.03.2018 |
Previous Year ended 31.03.2017 |
|
Net Revenue |
3355.80 |
2778.81 |
|
Add: Other operating income |
25.51 |
13.00 |
|
Add: Other Income |
348.75 |
87.62 |
|
Total Income |
3730.06 |
2879.43 |
|
Profit before Interest, Depreciation, Exceptional items & Taxation |
1359.94 |
1064.95 |
|
Less : Finance Cost |
1491.78 |
1802.28 |
|
Less : Depreciation |
486.86 |
486.84 |
|
Less: Exceptional items (Net) |
0.00 |
0.00 |
|
Profit before Tax/(Loss) |
(618.70) |
(1224.17) |
|
Add: Tax expenses |
91.39 |
463.56 |
|
Profit after Tax/(Loss) |
(527.31) |
(760.61) |
|
Add : Other Comprehensive Income |
(0.04) |
0.43 |
|
Total Comprehensive Income |
(527.35) |
(760.18) |
2. COMPANYâS PLANTS AND OPERATIONS
The Company is engaged in the business of thermal and hydro power generation, coal mining and cement grinding. The company presently owns and operates three Power plants with an aggregate capacity of 2220 MW as per details given below:
1. 400 MW Vishnuprayag Hydro-Electric Plant in the State of Uttarakhand, which is in operation since October 2006.
2. 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar (M.P) consisting of two units of 250 MW each, First unit has been in operation since August 2012 and second unit since April 2013.
3. 1320 MW Jaypee Nigrie Super Thermal Power Project in Distt. Singrauli (M.P). consisting of two units of 660 MW each, First unit has been in operation since September 2014 and second unit since February 2015.
Further, the Company has Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh, which was allotted in e-auction. Entire coal produced by the said coal mine is being utilized for Power Generation at 1320 MW Jaypee Nigrie Super Thermal Power Project in Distt. Singrauli (M.P).
Besides the above, the Company also has a Cement Grinding facility called Jaypee Nigrie Cement Grinding Unit with a capacity of 2 MTPA.
The company had also implemented 1980 MW Bara Thermal Power Plant of which, all the three units of 660 MW each are operational through its erstwhile subsidiary i.e. Prayagraj Power Generation Company Limited (PPGCL), which had ceased to be subsidiary of the Company, consequent upon invocation of entire pledged shares held by the Company in PPGCL, by SBICAP Trustee Company Limited on behalf of banks/financial institutions on 18th December, 2017.
The Plant availability, Plant load factor and net saleable energy generation of Hydro and Thermal Power Plants for the Financial Year 2017-18 were as under:
|
Plant |
Plant Availability (%) |
Plant Load Factor (%) |
Net Saleable Energy Generation (M U) |
|
Jaypee Vishnuprayag Hydro Power Plant (400 MW) |
99.07 |
61.55 |
1871.32 |
|
Jaypee Bina Thermal Power Plant [500 MW -Phase I (of 1200 MW)] |
83.42 |
56.29 |
2265.48 |
|
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) |
84.66 |
66.49 |
7272.25 |
The saleable energy generation for the year has been 11,409.05 MUs as compared to 9,344.69 MUs during previous year i.e. higher by 2,064.36 MUs. The performance of various projects/plants in operation is given as under:-
2.1 400 MW Jaypee Vishnuprayag Hydro Power Plant
400 MW Jaypee Vishnuprayag Hydro Power Plant is located at District Chamoli, Uttarakhand. The main equipment for the project was supplied by Alstom (France). The Company has executed a PPA with Uttar Pradesh Power Corporation Limited to supply 88% of net power generated and the remaining 12% is supplied free of cost to Uttarakhand Power Corporation Limited for delivery to the Government of Uttarakhand. The plant had always generated units higher than Design Energy of 1,774.42 MUs, except for the year 2013-14 wherein it was under shutdown from 16th June, 2013 to 12th April, 2014 due to floods in Alaknanda river basin.
The performance of Vishnuprayag Hydro Power Plant during the Financial Year 2017-18 has been very good. Actual energy generated during the year was more than the Design Energy. The total generation of energy during the Financial Year 201718 was 2,156.85 MUs and net saleable energy was 1,871.32 MUs as against the generation of 2,042.03 MUs and net saleable energy of 1,770.20 MUs, during the previous year, respectively.
2.2 500 MW (Phase I of 1200 MW) Jaypee Bina Thermal Power Plant
Jaypee Bina Thermal Power Plant (JBTPP) located at Village Sirchopi, District Sagar, Madhya Pradesh, is a coal based thermal power plant having an installed capacity of 500 MW (2X250 MW).
The Company has executed a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC guidelines and 5% of actual generation at variable cost. Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is to be sold as merchant power.
MPPMCL had restricted offtake to 70%/60% of the contracted capacity due to the low demand of power in the State, from most of the power producer(s) in Madhya Pradesh since last 2 years. However, more recently MPPMCL is not adhering to the above restriction of 70%/60% of the contracted capacity and is giving despatch schedules erratically, which is technically not feasible, requiring Company to sell balance power to power exchanges at the market/prevailing prices. During the year 2017-18, 1,126.38 MUs power were sold through exchange.
The gross energy generation of JBTPP was 2,465.31 MUs during the year 2017-18 as compared to 812.83 MUs during the previous year, thus was higher by 1,652.48 MUs. In the previous year, generation was lower due to lower scheduling by SLDC.
2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant
1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh. Steam Generator and Steam Turbine Generator have been procured from L&T-MHI and Larsen & Toubro Limited.
The gross energy generation of the Plant was 7,688.93 MUs during the year 2017-18 as compared to 7,266.96 MUs in the previous year, which was higher by 421.97 MUs.
The Company achieved a PLF of 66.49% as compared to 62.85% in the previous year. The Plant has long term PPAs for 37.5% (Including 7.5% on variable cost) with MPPMCL. Energy was also sold on merchant power basis through bilateral arrangements and through Indian Energy Exchange & Power Exchange of India Limited. The operations have been adversely affected due to non-availability of long term PPA(s) and non-availability of coal for the entire capacity of the plant.
2.4 Amelia (North) Coal Mine Block
The Company has a captive coal mine, Amelia (North), with an annual drawing capacity of 2.8 MTPA as per the Coal Mine Development and Production Agreement.
The Coal production from the mine started on 26th May 2015. The coal production during the financial year 2017-18 was 2.80 Million Tonne as against the Peak rated capacity of the plant at 2.8 MTPA .
2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. An expenditure of Rs 300 crore (approx.) has been incurred on the Project. Total production of Cement in the Plant during FY 2017-18 was 1,17,786 T as against 2,422 T in FY 2016-17.
The Plant could achieve production of Cement only 6% of the installed capacity in the year under reference because of nonavailability of Clinker.
The Company had signed a Business Transfer Agreement with Orient Cement Limited (OCL) for sale of this Grinding Unit as a going concern on 31st May, 2017, which on expiry of date of one year i.e. 31st May, 2018 has been terminated by OCL.
3. OPERATIONS
The total income from operations for the year ended 31st March, 2018 was Rs. 3381.31 crore as compared to Rs. 2791.81 crore last year resulting in increase of Rs. 589.50 crore.
Further, Other Income of Rs. 348.75 crore (including Ind AS adjustments of Rs. 81.62 crore) as against income of Rs. 87.62 crore (including Ind AS adjustments of Rs.45.09 crore) in the previous year is mainly on account of (i) an amount of Rs. 228.48 crore received from JSW Energy Limited during current Year as deferred consideration on transfer of shares of Himachal Baspa Power Company Limited. (ii) Interest on Income Tax refund Rs. 6.20 crore (Previous Year Nil).
The operation resulted in a net loss for the year under review of Rs. 527.35 crore as compared to net loss of Rs. 760.18 crore in the previous year.
Though income from the operations on consolidated basis for the year ended 31st March, 2018 had increased to Rs. 5231.06 crore as compared to Rs. 4744.72 crore in the previous year, however, total loss on the consolidated basis for the year ended 31st March, 2018 was at Rs.1690.35 crore as compared to total loss on the consolidated basis of Rs. 1293.86 crore of last year. The main reason for higher loss was due to loss of Rs. 982.08 crore (Previous year Rs. 546.06 crore) incurred by Prayagraj Power Generation Company Limited an erstwhile subsidiary company (till 17.12.2017) .
4. DIVIDEND
Due to losses suffered by the Company in the current year, no dividend was recommended by the Board.
5. TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
6. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March, 2018, was Rs.5,996 crore divided into 599.60 crore Equity Shares of Rs.10/- each, as on 30th June, 2018, 49.85% of the paid-up Equity Share Capital of the Company, is held by Banks and Financial Institutions.
Your Company has not issued any :
- shares with differential rights
- sweat equity shares
- equity shares under Employees Stock Option Scheme
7. STRATEGIC DEBT RESTRUCTURING (SDR) SCHEME
Due to unsatisfactory operations, the Company had not been able to service the lenders dues regularly. In order to overcome the financial stress, the Company/ Lenders are in process of formulating a revival plan. Accordingly, in the Joint Lender Forum (JLF) meeting dated 25 July 2016, the Lenders invoked SDR. Consequent to that the Company has allotted 30,580 lakh equity shares valued Rs. 3,05,800 lakh on 18.02.2017 to Banks and Financial Institutions upon conversion of part of outstanding loans/ interest towards implementation of SDR Scheme as per RBI guidelines, after getting requisite approval of Shareholders, etc. Accordingly the equity share capital of the Company was increased to Rs. 5,99,600 lakh from Rs. 2,93,800 lakh and as on 30th June, 2018 the lenders shareholding stood at 49.85% of paid up capital.
The lenders, who are holding equity share capital of the Company, have to offload the shareholding as per RBI guidelines. The lenders had invited bids for divestment of part of their equity in the Company. The bids received by Lenders were not found acceptable by the Lenders. Therefore, lender(s) decided to close the process and intimate the bidders/ advisors suitably. Thereafter, resolution/ revival plan is under consideration of Lender(s) as per revised RBI guidelines dated 12.02.2018 for the Stressed Assets.
Meanwhile in the meeting of the lenders held on 19th March, 2018, the Company submitted the proposal for deep restructuring of the loan facilities, which is under consideration of Banks.
8. US$ 200 MILLioN FCCBs
The Company had issued Foreign Currency Convertible Bonds during the Financial Year 2009-10 for US $ 200 Million. The Company has partially redeemed FCCBs along with premium due thereon upto 13th February, 2015 and also paid interest upto 13th February, 2016. As on date, the principal amount of outstanding FCCBs is US$ 101.42 million. The Company entered into a Standstill Agreement on 11th February, 2016, wherein the standstill period was extended until 31st March, 2016. Pursuant to discussions with the Bondholders, the Company and certain Bondholders holding 75.76% of the principal amount of the FCCBs, had further entered into a Standstill Agreement pursuant to which, participating Bondholders had agreed to âstandstillâ upto 15th May, 2017, subject to certain conditions.
The Reserve Bank of India vide its letter dated 26th April, 2017 approved the proposal subject to the consent of the Bondholders and Joint Lendersâ Forum (JLF). However, the Company is in further discussions with the bondholder(s) for restructuring of outstanding amount of FCCBs and with the lenders for their consent on the proposal.
9. HoLDING & SUBSIDIARIES
Consequent upon conversion of loan into equity under Strategic Debt Restructuring Scheme and holding of 49.85% shares by Banks and Financial Institutions, Jaiprakash Associates Limited (JAL), the Promoter of the company, ceased to be holding Company of your Company w.e.f. 18th February, 2017. However, since 29.74 % shares of the company are held by JAL as such, your Company is an Associate company of JAL.
As on 31st March, 2018, the Company had following subsidiaries:
i) Jaypee Powergrid Limited;
ii) Prayagraj Power Generation Company Limited;*
iii) Jaypee Arunachal Power Limited;
iv) Sangam Power Generation Company Limited;
v) Jaypee Meghalaya Power Limited;
vi) Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited).
Note:
* Till 17th December, 2017 (Details given in para 9.2 below)
The status of the projects implemented/being implemented through aforesaid subsidiaries is as under:-
9.1 Jaypee Powergrid Limited (JPL)
JPL is a Joint Venture Company with Power Grid Corporation of India Limited and has set up Transmission System comprising of 400 kV Quad Bundle Conductor Double Circuit Line from Karcham Wangtoo HEP Pothead yard at Wangtoo to Abdullapur (219.80 KM), which has been in commercial operation w.e.f. 1st April, 2012 and another LILO of Baspa-Nathpa-Jhakri Transmission Line (4 KM) has been in commercial operation w.e.f. 1st June, 2011. The total capital expenditure on the project has been Rs. 1004.28 crore as on 31.03.2018. The System is operating satisfactorily with cumulative availability of transmission system for F.Y 2017 18 at 99.84%. Total revenue of Rs.168.74 crore was earned from the system during F.Y 2017-18. Interim dividend @ 6% was declared & paid during F.Y 2017-18 and final dividend @ 9% has been recommended by the Board of Directors for approval of the shareholders of the Company.
9.2 Prayagraj Power Generation Company Limited
Prayagraj Power Generation Company Limited (PPGCL), acquired from Uttar Pradesh Power Corporation Limited through competitive bidding process, has implemented 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units of 660MW each) in Tehsil Bara of district Allahabad, Uttar Pradesh. Unit-I, Unit-II and Unit III were commissioned on 29th February, 2016, 10th September, 2016 and 26th May, 2017, respectively.
Power Purchase Agreement has been executed with U.P Power Corporation Limited for 25 years for sale of Power to the extent of 90%, balance 10% to be sold on merchant basis. Fuel Supply Agreement has been entered into between PPGCL & Northern Coalfields Limited, for Coal linkages for Phase-I of 1980 MW.
The operations of PPGCL had been unsatisfactory due to paucity of working capital/ limited resource of the Company, as such the Company has not been able to operate all the three Units; thus resulting in losses. Therefore, PPGCL has not been able to pay interest regularly from February, 2017 onwards to lenders.
The lenders in the JLF meeting held on 20th November, 2017 decided to invoke the entire pledge of shares of JPVLâs holding in PPGCL pledged as collateral security for financing of PPGCL. On 18.12.2017 SBICAP Trustee Company Ltd. transferred the entire shareholding of the Company in PPGCL (equivalent to 89.47% of total capital of the PPGCL) in its name on behalf of the Lender(s).
Consequent to invocation of pledged shares, PPGCL ceased to be subsidiary of the Company w.e.f. 18th December 2017. Lenders have since commenced the process for sale of shares/change of Management of PPGCL by inviting Expression of Interest/definitive Bids from the prospective bidder(s). Reportedly, the lender(s) have received two bids, which are under examination. In the meantime, PPGCL has also submitted its proposal for deep restructuring vide its letter dated 16th March, 2018 for the consideration of lender(s).
9.3 Jaypee Arunachal Power Limited
Jaypee Arunachal Power Limited (JAPL) was incorporated by your Company as a wholly owned subsidiary of the Company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State of Arunachal Pradesh. Your Company alongwith its Associates will ultimately hold 89% of the Equity of JAPL and the balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro Electric Project, Central Electricity Authority (CEA) concurrence for Detailed Project Report (DPR) was obtained in February, 2010 and the concurrence has been extended by CEA up to February, 2019. The matter regarding land acquisition, extension of validity of Terms of Reference for EIA/ EMP reports, are being pursued with State Government. Based on the recommendations of State Government, Regional unit of MOEF, GOI is processing the forest clearance. More field surveys have been carried out.
For 500 MW Hirong Hydro Electric Project, CEA concurrence for the DPR has been obtained. The Company has requested CEA for further extension of validity of concurrence for the DPR. Public hearing had been conducted and the final EIA & EMP report has been submitted. MoEF has asked for additional Cumulative Impact studies of Siang Basin. The same have been carried out and submitted. After its review by MoEF, extension of validity of concurrence for the DPR will be accorded. Based on the recommendations of State Government, Regional unit of MoEF, GOI is processing the forest clearance.
An amount of approx. Rs. 228.30 crore has been incurred in respect of the aforesaid projects upto 31st March, 2018.
9.4 Sangam Power Generation Company Limited
Sangam Power Generation Company Limited (SPGCL) was acquired by the Company from Uttar Pradesh Power Corporation Limited through competitive bidding process, for the implementation of 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana of District Allahabad, Uttar Pradesh.
All major statutory approvals for Phase-1, are in place and Coal linkage for 4.68 MTPA by Northern Coalfield Limited has been issued for Phase-1 of the Project.
SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation Limited but the District Administration could not hand over physical possession of land to SPGCL due to local villagersâ agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that SPGCLâs claims be settled amicably for closing the agreement(s). UPPCL had requested the SPGCL to submit supporting documents regarding claim, which have been furnished to UPPCL and are under their review.
An amount of Rs. 546.37 crore has been spent on the Project up to 31st March, 2018.
9.5 Jaypee Meghalaya Power Limited
Jaypee Meghalaya Power Limited (JMPL) was incorporated by your company as its wholly owned subsidiary to implement 270 MW Umngot HE Project in the Umngot River Basin of Meghalaya and 450 MW Kynshi-II HE Project in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your company alongwith its associates will ultimately hold 74% of the equity of JMPL and the balance 26% will be held by the Government of Meghalaya.
With respect to these projects, the State Government has advised that these projects will not be operationalized as per MoA till further orders. The matter was taken up with state government and the works of Kynshi-II HEP was resumed after signing the amendments to MOA. The matter is still under examination by the State Government for Umngot HE Project.
The field work of Survey & Investigation and EIA studies have already been completed. Drilling and drafting in Power House area have been completed. The revised proposal for Kynshi-II HEP with involvement of lesser forest area has been submitted to State Government and Ministry of Environment and Forest (MOEF) GOI. In reply to the observation of the MOEF, Uranium Corporation of India has issued âNo Objection Certificateâ with respect to uranium deposit in the vicinity of the Project. Accordingly revised proposal for issuance of Term of Reference for EIA studies was submitted. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. Approval of Central Electricity Authority has been accorded in respect of water availability potential of Power Generation.
An aggregate amount of approx. Rs. 8.50 crore has been spent on the above said two projects upto March, 2018.
9.6 Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited)
A subsidiary company as Himachal Karcham Power Company Limited was incorporated on 14th March, 2014. The name of the Company was subsequently changed from Himachal Karcham Power Company Limited to Bina Power Supply Limited w.e.f. 28th September, 2015.
The long stop date in respect of Securities Purchase Agreement (SPA) between the Company and JSW Energy Limited, for purchase of 100% shareholding of Bina Power Supply Limited, which was extended upto 31st December, 2017 had since expired and with the elapsing of the long stop date, the SPA entered between the Company and JSW Energy Limited stood terminated. With the termination of SPA, the Scheme of Arrangement for transfer of 500 MW Bina Project from the Company to its subsidiary BPSL shall also not be implemented.
10. REPORT ON PERFORMANCE OF SUBSIDIARIES
The performance and financial position of each of the subsidiaries of the Company for the year ended 31st March, 2018 is attached in the prescribed format AOC-1 as set out in âAnnexure-Aâ and forms part of this Report.
I n accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office of your Company.
The Policy on Material Subsidiaries, as approved by the Board of Directors, may be accessed on the Companyâs website at the link: http://jppowerventures.com/wp-content/ uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf
11. DIRECTORATE AND KEY MANAGERIAL PERSONNEL
11.1 Changes in the Board
(a) Shri Atanu Sen, Independent Director, due to his preoccupation and other engagements has resigned from the Board of the Company, as such has ceased to be director of the Company w.e.f. 13th September, 2017. The Board records its deep appreciation for his valuable contribution during his association as Independent Director of the Company.
(b) Shri G. P Gaur, Non Executive Non Independent Director, due to his pre-occupation and other engagements has resigned from the Board of the Company, w.e.f. 11th December, 2017. The Board records its deep appreciation for his valuable contribution during his association as Director of the Company.
(c) In accordance with the provisions of the Companies Act, 2013, Shri Suren Jain - Managing Director and Chief Financial Officer and Shri Praveen Kumar Singh - Whole Time Director, shall retire by rotation and are eligible for re-appointment.
(d) The Securities and Exchange Board of India vide notification dated 9th May, 2018, amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, by inserting to the sub-regulation (1A) to the Regulation 17, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018, which inter-alia, provides that w.e.f. 1st April, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless approval of shareholders is obtained by way of a Special Resolution to that effect. Accordingly, it is proposed to pass a Special Resolution for each director in the ensuing Annual General meeting in respect of continuation of following Directors beyond the age of 75 years:-
(i) Shri B. B. Tandon as an Independent Director.
(ii) Shri A. K. Goswami as an Independent Director
(iii) Shri S. S. Gupta as an Independent Director
(iv) Dr. J. N. Gupta as an Independent Director
(v) Shri K. N. Bhandari as an Independent Director
(vi) Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha as a Non-Executive & Non-Independent Director
11.2 As already reported, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons have been designated as Key Managerial Personnel of the Company by the Board:-
(i) Shri Sunil Kumar Sharma, Vice-Chairman & CEO
(ii) Shri Suren Jain, Managing Director & CFO
(iii) Shri Praveen Kumar Singh, Whole-time Director
(iv) Shri M. K. V. Rama Rao, Whole time Director
(v) Shri A. K. Rastogi, Joint President and Company Secretary
11.3 Nomination & Remuneration Policy
The Board has, on the recommendations of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. During the year, there has been no change to the Policy. Hence, the same is not annexed to this Report, but is available on our website at www.jppowerventures.com.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2017-18, four meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.
13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. ANNUAL EVALUATION OF BOARDâS PERFORMANCE
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board has carried out an annual performance evaluation of its performance, of the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were done on an armâs length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.
The policy on Related Party Transactions, as approved by the Board, may be accessed on the Companyâs website at the link: http://jppowerventures.com/wp-content/uploads/ 2015/05/Policy-on-Related-Party-Transactions.pdf.
The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Bâ to this Report.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders impacting the going concern status and Companyâs operations in future have been passed by the Regulators or Courts or Tribunals.
17. AUDITORS
17.1 Statutory Auditors
M/s. Lodha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the 22nd Annual General Meeting held on 15th September, 2017 subject to ratification of their appointment in the AGM every year pursuant to the provisions of Companies Act, 2013. However, requirement of ratification of appointment of Auditors at every Annual General Meeting has been done away vide Companies (Amendment) Act 2017, hence, resolution for ratification of appointment of Auditors is not included in the Notice calling Annual General Meeting for the F.Y 2017-18
17.2 Cost Auditors
For the Financial Year 2017-18, the Board of Directors of the Company had re-appointed, on the recommendations of the Audit Committee, M/s. Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Records in respect of Power Generation and Cement Grinding Unit of the Company. The Cost Audit Report for the Financial Year ended 31st March, 2017 has been filed in Form CRA-4, with the Cost Audit Branch of the Ministry of Corporate Affairs. The Cost Audit Report for the Financial Year 2017-18 will be filed within the due date.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. Kabra & Associates, Cost Accountants as Cost Auditors of the Company for auditing the Cost Records relating to âPower Generationâ of various plants of the Company and also for Cement Grinding Unit for the Financial Year 2018-19 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.
17.3 Secretarial Audit
In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, has re-appointed M/s. SGS Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2019.
Secretarial Audit Report for the Financial Year ended on 31st March, 2018, issued by M/s. SGS Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as âAnnexure-Câ.
The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.
18. auditorsâ report
The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2018. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-
The Auditors have stated that their opinion is not modified in respect of above stated matters.
The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Consolidated Financial Statements of the Company for the year ended 31st March, 2018. The qualification in the Consolidated Financial Statement and management response to the aforesaid qualification is given as under:-
The Auditors in their Report have also made the following observations as per Annexure-A to Auditorsâ Report on Standalone financial statements as on 31st March, 2018:-
âAccording to the records of the Company, undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, wherever applicable, have generally been deposited though with delays with the appropriate authorities during the year in some cases which have been paid with applicable interest amount and there are no such undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March, 2018, except interest on VAT and Electricity duty / cess of Rs. 264 lakhs and Rs. 4,157 lakhs respectively.â
In reply to the Observations of the Statutory Auditors in their Report on Standalone Annual Audited Financial Statements, the Company would like to say that the Observations of the Statutory Auditors referred to above pertains to outstanding dues for a period exceeding 6 (six) months as on the Balance Sheet date and pertains to non-deposit of Interest on VAT under M.P VAT Act 2002 and Interest on Electricity Duty / Cess in respect of Companyâs Nigrie Cement Grinding Unit and 1320 MW Jaypee Nigrie Super Thermal Power Plant respectively.
The Company is generally depositing undisputed statutory dues applicable to it like PF, ESI, Income-tax, GST, VAT, Electricity Duty / Cess and Custom Duty, etc. The Statutory Liability as mentioned in Audit Report pertains to interest on VAT and interest on Electricity Duty/ Cess due to delay in payment. The liability on account of interest on VAT is being paid and for interest on Electricity Duty/ Cess, the company has requested the concerned Authority for its waiver and is hopeful of getting the waiver of the same.
The Auditors have mentioned in their Report that during the year the company has defaulted in repayment of Principal and interest to Banks and Financial Institutions, wherein the period of delay ranges from 1 day to 728 Days and reported as follows:
âIn our opinion, on the basis of audit procedures and according to the information and explanations given to us, there are no dues to debenture holders; however, the company has defaulted in repayment of dues (including interest) to financial institution and banks wherein the delay ranges from 1 day to 728 day as per details given in report. The default pertains to overdue outstanding interest of Rs. 1270.93 crore, overdue principal outstanding of Rs. 1500.82 crore (refer note No. 24.9(1) and note No. 61 to standalone financial statements) and default in repayment of dues during the year Rs. 174.17 crore.â
The Directors wish to state that the delay in payment of outstanding dues of the appropriate authorities, banks and financial institutions was primarily because of the following reasons:-
i) In respect of 500 MW Jaypee Bina Thermal Power Plant (JBTPP), the Company has executed a Power Purchase Agreement (PPA) with Madhya Pradesh Power Management Company Ltd. (MPPMCL) to supply 65% of installed capacity at tariff determined by MPERC guidelines and 5% of actual generation at variable cost. Thus the Plant supplies 70% of the installed capacity on long-term basis to MPPMCL in terms of the Power Purchase Agreements executed with them and balance of installed capacity is to be sold as merchant power.
The MPPMCL has restricted offtake to 70%/60% of the contracted capacity from all the power producer(s) in Madhya Pradesh. However, MPPMCL is also not adhering to the above restriction of 70%/60% of the contracted capacity and is giving despatch schedules erratically, which is technically not feasible, requiring Company to sell balance power to power exchanges at the unremunerative market prices. During the year 2017-18, 1,126.38 MUs power were sold through exchange.
ii) The Company had acquired coal mine at Amelia (North) at a negative bid of Rs. 712 PMT through e-auction conducted by Government of India for meeting part of the coal requirement of 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP) and the Coal mine allocation condition require that 85% of Amelia Coal shall be used for sales through long term PPA(s) to DISCOMS, the balance 15% can be used for sale on merchant basis.
The Company achieved a PLF of 66.49% as compared to 62.85% in the previous year. The Plant has long term PPAs only for 37.5% (Including 7.5% on variable cost) with MPPMCL. Energy was also sold on merchant power basis through bilateral arrangements and through Indian Energy Exchange & Power Exchange of India Limited. The merchant power rates are not very attractive and hardly cover variable cost. The operations have been adversely affected due to non-availability of long term PPA(s) and lower merchant power rates.
iii) The Company has a captive coal mine, Amelia (North), with an annual mining capacity of 2.8 MTPA as per the Coal Mine Development and Production Agreement (CMDPA). Allocation of Amelia (North), coal block, which was already in production & supplying coal to JNSTPP was cancelled by the Honâble Supreme Court in September 2014. In order to keep JNSTPP operational, the Company secured Amelia (N) coal block against stiff competition at a negative bid of INR 712 PMT, which is not passed through the tariff.
The financial performance and cash flows of the Company have been adversely impacted due to reasons explained above. In order to overcome the financial stress, the Company/ Lenders are in process of finalizing a revival plan. Accordingly, in the Joint Lender Forum (JLF) meeting dated 25 July 2016, the Lenders invoked Strategic Debt Restructuring (SDR). Consequent to that the Company has allotted 30,580 Lakhs equity shares valued Rs. 3,05,800 Lakhs on 18.02.2017 to Banks and Financial Institutions upon conversion of part of outstanding loans/ interest towards implementation of SDR Scheme as per RBI guidelines, after obtained requisite approval of Shareholders/ Board of Directors etc. Accordingly the equity share capital of the Company was increased to Rs. 5,99,600 Lakhs from Rs. 2,93,800 Lakhs and the lenders shareholding stood at 49.85% of paid up capital as on 30th June, 2018.
The lenders, who are holding equity share capital of the Company, have to offload the shareholding as per RBI guidelines. The lenders had invited bids for divestment of part of their equity in the Company. The bids received by Lenders and many condition precedent were not found favourable by the Lenders. Therefore lender(s) decided to close the process and intimate the bidders/ advisors suitably. Thereafter, resolution/ revival plan is under formulation as per revised RBI guidelines dated 12.02.2018.
Further the Auditors have given Qualified opinion in the Annexure-A to their report on Consolidated financial statements in respect of Internal Financial Controls as under:
âAccording to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2018:-
(i) Evaluation and assessment of recoverability including provision to be made there against in respect of investments made in trust were not carried out which could potentially result, in the Holding Company not recognizing sufficient provision there against.[note no. 52(a) & (b)].
(ii) Fair valuation of corporate guarantees provided by the Holding Company for loans granted by the lenders to Jaiprakash Associates Limited (the party to whom the company is associate) and to PPGCL (erstwhile subsidiary of Company) as per applicable IND-AS as on 31 March 2018, has not been carried out which could potentially have material impact in the financial statements. [note no. 43(h)].â
The Directors wish to state in respect of above observations as under:-
(i) No provision for diminution in value of investment in Beneficiary Trust (JPVL Trust) amounting to Rs.1,98,594 Lakhs (which in turn holding investment in the Company) has been made by the management, as in the opinion of the management, such diminution is temporary in nature considering the intrinsic value of the assets, future prospects etc.
The Company has made investment of Rs. 2,89,038 Lakhs (Including Investment and loan component of compound financial instrument - Optionally Convertible Preference Shares) (26,192 Lakhs Equity Shares of Rs. 10/- each fully paid and 2,700 Lakhs Optionally Convertible Preference Shares of Rs.10/- each fully paid) in Prayagraj Power Generation Company Ltd. (PPGCL) (erstwhile Subsidiary Company). The entire shares were pledged with Security Trustees, SBICAP Trustee Company Ltd., as collateral security for the financial assistance granted by lenders to PPGCL. Security Trustee for lender(s) of PPGCL has invoked the entire pledge of Equity and Preference Shares of PPGCL on 18th December, 2017 held by the Company due to default in payment of interest to banks/ financial institutions because of unsatisfactory operations mainly due to paucity of working capital limits etc. Consequent upon invocation of entire pledged shares, PPGCL ceased to be subsidiary of the Company w.e.f 18th December, 2017. Pending disposal/ transfer of shares by the Lenders, no provision has been considered necessary in these financial statements by the management, as impact, if any is currently unascertainable.
(ii) The Company has given Corporate Guarantee of US$ 1,500 Lakhs (Previous year US$ 1,500 Lakhs) in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is associate).The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 84,557 Lakhs) has been converted to rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016.
The Company has also given Corporate Guarantees of Rs. 50,000 Lakhs and Rs. 60,000 Lakhs in favour of State Bank of India, for Optionally Convertible Sub Debt and Optionally Convertible Short Term Loan respectively granted by them to Prayagraj Power Generation Company Limited (PPGCL) (erstwhile subsidiary of the Company).
Fair valuation in respect of above guarantees as at 31st March, 2018, as per applicable Ind-AS 113 has not been done. However, in the opinion of the Management there will be no material impact on the fair valuation of the above mentioned guarantees on the financial statement.
19 EXTRACT oF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013, read with notification dated 31st July, 2018, issued by Ministry of Corporate Affairs, Government of India, Form No-MGT-9, which is Extract of the Annual Return for the Financial Year ended 31st March, 2018 made under provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http:// jppowerventures.com/wp-content/uploads/2018/08/MGT-9_ Extract_of_Annual_Return_31.03.2018.pdf.
20. PARTICULARS oF LoANS, INVESTMENTS, GUARANTEES AND SECURITY
The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities except for making investments. Particulars of investments are given in Note No. 7, 8 and14 to the Financial Statements. However, particulars of loans given, guarantees given and securities provided under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
21. RISK MANAGEMENT
Since the company does not fall within top 100 listed entities as per market capitalization, the provision of SEBI (LODR) Regulations, 2015, regarding constitution of Risk Management Committee are not applicable to the company. However, the Company has developed and implemented a Risk Management Policy which inter-alia:
a) Establishes a framework for identification, assessment, monitoring, mitigation and reporting of risks; and
b) ensures that all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized, managed and critical risks which impact the achievement of Companyâs objective or threatens its existence are periodically reviewed.
c) ensures systematic and uniform assessment of risks related with construction and operations of power projects.
d) assures business growth with financial stability.
22. MATERIAL CHANGES AND CoMMITMENTS
I n terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business
23. corporate social responsibility
The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Report on Corporate Governance.
The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as âAnnexure-Dâ.
24. CoRPoRATE GoVERNANCE AND MANAGEMENT DISCUSSIoN AND ANALYSIS REPoRT
A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.
As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.
25. BUSINESS RESPoNSIBILITY REPoRT
I n terms of Regulation 34 of SEBI (LODR) Regulations 2015, the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2018, as such, a Business Responsibility Report (BRR), in the prescribed format, is annexed and forms part of this Annual Report describing the initiatives taken by the Company from an environmental, social and governance perspective, towards adoption of responsible business practices.
The BRR as well as the Companyâs Policy on Sustainable Development are accessible on the Companyâs website www.jppowerventures.com.
26. DIVIDEND DISTRIBUTioN PoLICY
In terms of Regulation 43A of SEBI (LODR) Regulations, 2015, since the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2018, the Company has formulated a dividend distribution policy containing the matters specified in the Regulation, which is annexed as âAnnexure Eâ and forms part of this Directors Report. The Dividend distribution policy is also available on the website of the Company.
27. directorsâ responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2018 that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2018 and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Companyâs website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
29. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.
The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.
30. DEPOSITS
During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
a) Statement showing details of employees as required under Section 197(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 in Annexure-F(I) which forms part of this Report.
b) I nformation pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-F(II) which forms part of this Report.
32. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as âAnnexure-Gâ.
33. ACKNOWLEDGEMENTS
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Financial Institutions, Banks, Rating Agencies, for their continued cooperation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.
For and on behalf of the Board
MANOJ GAUR
Chairman
[DIN: 00008480]
Place : New Delhi
Date : 4th August, 2018
Mar 31, 2017
To,
The Members
The Directors OF your Company are pleased to present the Twenty Second Annual Report on the business and operations OF the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2017.
1. FINANCIAL HIGHLIGHTS
The Financial Performance OF the Company (Standalone) for the year ended 31st March, 2017, is summarized below:-
(Rs, in Crore)
|
Particulars |
Current Year ended 31.03.2017 |
Previous Year ended 31.03.2016 |
|
Net Revenue |
2815.10 |
3916.79 |
|
Add: Other operating income |
13.00 |
11.87 |
|
Add: Other Income |
87.62 |
127.64 |
|
Total Income |
2915.72 |
4056.30 |
|
Profit before Interest, Depreciation, Exceptional items & Taxation |
1041.67 |
2481.53 |
|
Less : Finance Cost |
1779.00 |
2341.61 |
|
Less : Depreciation |
486.84 |
566.08 |
|
Less: Exceptional items (Net) |
0.00 |
47.40 |
|
Profit before Tax/(Loss) |
(1224.17) |
(473.56) |
|
Add: Deferred Tax reversal |
463.56 |
241.76 |
|
Profit after Tax/(Loss) |
(760.61) |
(231.80) |
|
Add : Other Comprehensive Income |
0.43 |
(0.80) |
|
Total Comprehensive Income |
(760.18) |
(231.00) |
Ministry OF Corporate Affairs vide Notification dated 16th February, 2015, has issued Companies (Indian Accounting Standards) Rules, 2015, according to which, certain class OF companies which, inter-alia, include all listed companies, whose accounting period begins on or after 1st April, 2016, are required to comply with Indian Accounting Standards (Ind AS). Accordingly, Standalone and Consolidated Financial Statements OF the Company for the Financial Year 2016-17 have been prepared as per Ind AS.
2. companyâs plants and operations
Your Company has power generation capacity OF 2,220 MW comprising OF one Hydro Power Plant and two Thermal Power Plants, namely:
i) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;
ii) 500 MW - Phase I (OF 1200 MW) Jaypee Bina Thermal Power Plant in Madhya Pradesh; and
iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant in Nigrie, Distt. Singrauli, Madhya Pradesh.
Further, your Company also has Amelia (North) Coal Mine in Distt. Singrauli, Madhya Pradesh which was allotted in e-auction. Entire coal produced by the said coal mine is being utilized for power generation at 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant.
Besides the above, your Company also has a cement grinding facility âJaypee Nigrie Cement Grinding Unit'' at Nigrie (M.P) with a capacity OF 2 MTPA, which commenced its operations w.e.f. 3rd June, 2015.
The Plant availability, Plant load factor and net saleable energy generation OF Hydro Power Plant and Thermal Power Plants for the Financial Year 2016-17 were as under:
|
Plant |
Plant Availability (%) |
Plant Load Factor (%) |
Net Saleable Energy Generation (M U) |
|
Jaypee Vishnuprayag Hydro Power Plant (400 MW) |
99.02 |
58.28 |
1770.20 |
|
Jaypee Bina Thermal Power Plant [500 MW - Phase I (OF 1200 MW)] |
87.75 |
18.56 |
741.31 |
|
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW) |
88.11 |
62.85 |
6833.18 |
The saleable energy generation for the year has been 9,344.69 MUs as compared to 10,978.98 MUs during previous year i.e. lower by 1,634.29 MUs as the Company''s Baspa-II and Karcham Wangtoo HEP have been transferred to Himachal Baspa Power Corporation Limited (HBPCL) w.e.f 01.09.2015 as per Scheme OF Arrangement sanctioned by Honb''le High Court OF Himachal Pradesh and further JSW Energy Limited has acquired the holding OF JPVL in HBPCL. The saleable energy generation for the year when compared to previous year, if Baspa-II and Karcham Wangtoo HEP generation was not there in the previous year, could have been 7252.23 MUs. As such, on comparable basis, the generation this year was higher by 2092.46 MUs. The performance OF various projects/ plants in operation is given as under:-
2.1 400 MW Jaypee Vishnuprayag Hydro Power Plant
The performance OF Vishnuprayag Hydro Power Plant during the Financial Year 2016-17 has been very good. Actual energy generated during the year was more than the Design Energy. The total generation OF energy during the Financial Year 2016-17 was 2042.01 MUs and net saleable energy was 1770.20 MUs as against generation OF 1048.29 MUs, during the previous year. The generation last year was lower, as the plant was not in operations from 25th June, 2015 to 10th September, 2015 due to floods in river Alakhnanda and further shut down OF plant from 20th February, 2016 to 11th March, 2016 as per instructions OF UPPCL for maintenance OF transmission towers / lines. However, the sales had been billed for deemed generations (designed energy) OF 603 MUs as per terms OF PPA.
2.2 500 MW (Phase I OF 1200 MW) Jaypee Bina Thermal Power Plant
The energy generation OF Bina Thermal Power Plant (2X250 MW) was 741.31 MUs during the year 2016-17 as compared to 1,208.78 MUs during the previous year. Thus the generation was lower by 467.47 MUs due to shut down OF Unit 1 and Unit 2 as per the back down instructions from SLDC, from time to time because OF lower demand OF power in the State.
The Plant supplies 70% OF the installed capacity on long-term basis to Govt. OF Madhya Pradesh/Madhya Pradesh Power Management Company Ltd. (MPPMCL), in terms OF the Power Purchase Agreements executed with them and balance OF installed capacity is to be sold as merchant power.
MPPMCL had initially restricted Offtake to 70%/60% OF the contracted capacity from all the power producer(s) in Madhya Pradesh up to August, 2016. From September, 2016 onwards, MPPMCL is not adhering to the above restriction OF 70%/60% OF the contracted capacity and is giving dispatch schedule OF 4-5 hours only or a schedule OF very low Off take, which is technically not feasible, requiring Company to sell balance power to power exchanges at their prevailing prices.
Based on Tariff Petition filed by the Company, MPERC has approved Project Cost vide its order dated 26th November, 2014/ Revised Order dated 8th May, 2015 at '' 3471.73 crore. This Project Cost was marginally revised to '' 3484.12 crore in True Up order dated June 03, 2016 for the Fin. Year 2014-15. Multi Year Tariff Order (MYT) for Financial Year 2016-19 was issued on August 08, 2016 (based on Revised Project Cost OF '' 3,484.12 crore).
2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant (JNSTPP)
Both units OF 660 MW each OF JNSTPP are under Commercial Operations. The energy generation OF the Plant was 6,833.18 MUs during the year 2016-17 as compared to 4,995.16 MUs in the previous year, which was higher by 1,838.02 MUs due to increase in merchant power sales.
Since company has acquired coal mine at Amelia (North) through e-auction conducted by Government OF India for meeting part OF the coal requirement OF JNSTPP and the Coal mine allocation condition requires that 85% OF Amelia Coal shall be used for sales by PPA(s) to DISCOMS, company targeted to achieve a PLF OF about 75% during the Financial Year. However, the company could achieve a PLF OF 62.85% only. The Plant has long term PPAs for 37.5% (Including 7.5% on variable cost) with MPPMCL. Energy was also sold on merchant power basis through bilateral arrangements and through Indian Energy Exchange & Power Exchange OF India Limited. The Company had participated in a Bid OF UPPCL for supply OF 450 MW and emerged L1. However, UPPCL has since decided to annul the aforesaid bid process.
Company has filed final tariff petition based on audited accounts for the F.Y 2014-15 and computation OF final cost estimated at Rs, 12,400 crore [inclusive OF investment for Amelia (North) Coal Mine]. The Cost OF the project has gone up mainly on account OF increased Interest during Construction period due to delay in commissioning OF Transmission Lines and Railway Sidings, increased fuel cost for testing and investment for acquisition OF Amelia (North) Coal Mine in the auctions by Ministry OF Coal, Govt. OF India. Motion hearing was held on 19th January, 2016 and related replies have been submitted before MPERC. Public hearing as required under MPERC Guidelines was held on 26.04.2016. The final Tariff Order for the period up to 31/03/2015 has been passed by MPERC on 24.05.2017. The Tariff for 2015-16 has also been allowed on provisional basis on the Capex as on 31.03.2015. In the said Order, capex on account OF delay in COD has been reduced by Rs, 400 Cr, apprx. and grossing up OF RoE by MAT has also not been allowed. The Company is in the process OF filing review petition with MPERC/APTEL for the same.
2.4 Amelia (North) Coal Mine Block
The Coal production from the mine started on 26th May 2015. Peak rated capacity OF the plant is 2.8 MTPA. The coal production during the financial year 2016-17 was 27,99,887 Tonne as against the capacity OF 28,00,000 TPA.
2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, started commercial operations w.e.f. 3rd June, 2015. An expenditure OF Rs, 300 crore (approx.) had been incurred till 31st March, 2017. The plant recorded cement production OF 2,422 MT with a total revenue OF Rs, 13.48 crore. The sales during 2016-17 were lower due to nonavailability OF clinker. The company has signed an agreement with Orient Cement Limited (OCL) for sale OF this Grinding Unit as a going concern on 31st May, 2017.
3. OPERATIONS
The total income from operations for the year ended 31st March, 2017 has declined to Rs, 2828.10 crore from Rs, 3928.66 crore last year, as there have been no revenue in respect OF Baspa-II and Karcham Wangtoo HEPs, during the year 201617 as these Plants have been transferred to HBPCL w.e.f 01.09.2015 as per Scheme OF Arrangement sanctioned by HonbRs,le High Court OF Himachal Pradesh at Shimla, vide order dated 25.06.2015, becoming effective w.e.f. 1st September, 2015. Thereafter, the entire securities (Equity Shares and Nonconvertible Debentures) issued by HBPCL to the Company in terms OF Scheme OF Arrangement were transferred and sold to JSW Energy Limited at an enterprise value OF Rs, 9,700 crore subject to mutually agreed adjustments, which resulted in reduction OF debt and interest outgo for the Company.
Further, other income OF Rs, 87.62 crore was lower as compared to Rs, 127.64 crore during the previous year, mainly on account OF receipt OF insurance claim OF Rs, 53.02 crore in respect OF Vishnuprayag HEP during the previous year.
The operation resulted in Loss OF Rs, 760.18 crore for the year 2016-17 as compared to Rs, 231.00 crore in the previous year. The increase in losses was mainly on account OF following:-
i) Financial Operations for the year ended 31.03.2016 included profit OF Baspa-II HEP (Rs, 123.14 crore) & Karcham Wangtoo HEP (Rs, 475.99 crore) up to
31.08.2015, which were not available in the current year due to transfer OF Plants to HBPCL/ JSW.
ii) Lower profit in Bina TPP in the current year as compared to previous year, due to lower energy generation because OF frequent back down instructions and despatch schedule for lesser hours by SLDC, leading to operations becoming un-economical.
iii) Loss suffered by Nigrie STPP mainly due to restricted generation on account OF non availability OF long Term PPAs, non availability OF corridor for tied up power and also lower merchant power rates.
iv) As per revised tariff norms adopted by MPERC for the FY 2016-17 to FY 2018-19, Annual Fixed Charges (AFC) have been capped at Normative Availability (85%) and the incentive earlier payable on availability beyond Normative Availability have been done away with. This has adversely affected both Bina TPP and Nigrie STPP.
Though income from operations on consolidated basis for the year ended 31st March, 2017 had increased to Rs, 4,693.93 crore as compared to Rs, 4,158.25 crore in the previous year ended 31st March, 2016, however, total Loss on the consolidated basis for the year ended 31st March, 2017 was at Rs, 1293.88 crore as compared to total Loss on the consolidated basis OF Rs, 242.54 crore for the year ended 31st March, 2016. The main reason for higher loss was due to loss OF Rs, 546.06 crore (Previous year Rs, 45.63 crore), in respect OF a subsidiary company viz. Prayagraj Power Generation Company Limited.
4. DIVIDEND
Due to losses suffered by the Company in the current year, no dividend was recommended by the Board.
5. TRANSFER To RESERVES
No amount is proposed to be transferred to reserves.
6. SHIFTING OF REGISTERED OFFICE OF THE CoMPANY
The Registered Office OF the Company was shifted from the State OF Himachal Pradesh to State OF Madhya Pradesh and after approval dated 2nd December, 2015 OF Regional Director (Northern Region Bench) Ministry OF Corporate Affairs (MCA), necessary form was filed with MCA. The Registrar OF Companies, M.P, after registering the documents vide letter dated 21.03.2017 has since allotted new Corporate Identification Number (CIN) to the Company.
7. SHARE CAPITAL
The paid up Equity Share Capital OF the Company as on 31st March, 2016, was Rs, 2,938 crore. During the year 2016-17, upon implementation OF Strategic Debt Restructuring Scheme (SDR), 23 Lenders have converted part OF their outstanding debt aggregating to Rs, 3,058 crore into Equity Shares OF Rs, 10 each at a price OF Rs, 10 per shares. After obtaining approval OF Stock exchanges, the Stake holders, Committee at its meeting held on 18th February 2017 had allotted 305.80 crore Equity Shares OF Rs, 10/- each to the lenders . Thus, out OF total paid-up Equity Share Capital OF Rs, 5,996 crore divided into 599.60 crore Equity Shares OF Rs, 10/- each, 51% OF the post-issue expanded paid-up Equity Share Capital OF the Company, is held by Banks and Financial Institutions.
Your Company has not issued any :
- shares with differential rights
- sweat equity shares
- equity shares under Employees Stock Option Scheme
8. US$ 200 MILLION FCCBs
The Company issued Foreign Currency Convertible Bonds during the Financial Year 2009-10 for US $ 200 Million. The Company has partially redeemed FCCBs along with premium due thereon up to 13th February, 2015 and also paid interest up to 13th February, 2016. As on date, the principal amount OF outstanding FCCBs is US$ 101.42 million. The Company entered into a Standstill Agreement on 11th February, 2016, wherein the standstill period was extended until 31st March,
2016. Pursuant to discussions with the Bondholders, the Company and certain Bondholders holding 75.76% OF the principal amount OF the FCCBs, had further entered into a Standstill Agreement pursuant to which, participating Bondholders had agreed to âstandstill'' up to 15th May, 2017, subject to certain conditions, which also included remittance to them an amount equivalent to ''150 crores from the part proceeds OF liquidity events OF Sale OF 2 MTPA Nigrie Cement Grinding Unit and/or sale OF entire shareholding OF Sangam Power Generation Company Limited (SPGCL) to UPPCL/ UPRVUNL.
The Reserve Bank OF India vide its letter dated 26th April, 2017 approved the proposal subject to the consent OF the Bondholders and Joint Lenders'' Forum (JLF). The Company has approached JLF for its approval, which is under process and the Company is in further discussions with the bondholder(s) for restructuring OF outstanding amount OF FCCBs.
9. HOLDING & SUBSIDIARY COMPANIES
Consequent upon holding OF 51% shares by Banks and Financial Institutions on conversion OF loan into equity under SDR, Jaiprakash Associates Limited, the Promoter, has ceased to be holding Company OF your Company w.e.f. 18th February, 2017
As on 31st March, 2017, the Company has following six subsidiaries:
i) Jaypee Powergrid Limited;
ii) Prayagraj Power Generation Company Limited;
iii) Jaypee Arunachal Power Limited;
iv) Sangam Power Generation Company Limited;
v) Jaypee Meghalaya Power Limited;
vi) Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited).
The status OF the projects implemented/being implemented through aforesaid subsidiaries is as under:-
9.1 Jaypee Powergrid Limited (JPL)
The Company is a Joint Venture Company with Power Grid Corporation OF India Limited and has set up Transmission System comprising OF 400 kV Quad Bundle Conductor Double Circuit Line from Karcham Wangtoo HEP Pothead yard at Wang too to Abdullapur (223.80 KM), which has been in commercial operation w.e.f. 1st April, 2012 and LILO OF Baspa-Nathpa-Jhakri Transmission Line (4 KM) that has been in commercial operation w.e.f. 1st June, 2011. The total capital expenditure on the project has been '' 1,006.92 crore as on 31.03.2017. The System is operating satisfactorily with cumulative availability OF transmission system for F.Y 2016-17 at 99.96%. Revenue OF ''175.02 crore was earned from the system during F.Y 2016-17. Two interim dividends @ 6.5% and 4% were declared & paid during F.Y 2016-17 and final dividend @ 2.5% has been paid.
9.2 Prayagraj Power Generation Company Limited (PPGCL)
Prayagraj Power Generation Company Limited, acquired by the Company from Uttar Pradesh Power Corporation Limited through competitive bidding process, is implementing 1980 MW (3x660 MW) Thermal Power Project (with permission to add two additional generation units OF 660MW each) in Tehsil Bara OF district Allahabad, Uttar Pradesh.
Unit-I, Unit-II and Unit III OF the project were commissioned on 29th February, 2016, 10th September, 2016 and 26th May, 2017, respectively and the Project is now fully commissioned on 26th May, 2017.
Power Purchase Agreement has been executed with U.P Power Corporation Limited (UPPCL) for 25 years for sale OF Power to the extent OF 90%, balance 10% to be sold on merchant basis and Fuel Supply Agreement has been entered into between PPGCL & Northern Coalfields Limited, for Coal linkages for Phase-I OF 1980 MW.
The Project Cost was further revised from Rs, 14,596 crore to Rs, 15,537 crore due to reasons beyond CompanyRs,s control. Thus, the Project Cost OF Rs, 15,537 crore is being met through Equity OF Rs, 4,543.50 crore and the balance OF Rs, 10,993.50 crore through debt.
For the two Units commissioned during the year under review, the Plant Availability Factor (PAF) and Plant Load Factor (PLF) was 60.74% and 53.58% respectively. The gross generation and net saleable energy during the financial year 2016-17 was 4410.48 MUs and 4064.23 MUs respectively.
An expenditure OF approx. Rs, 14,650 crore had been incurred on the implementation OF the project up to March, 2017.
The operations OF PPGCL had been unsatisfactory due to unavailability OF coal, paucity OF working capital funds / limited resource OF the Company. As such the Company has not been able to operate all the three Units; thus resulting in losses. Therefore, the Company has not been able to pay interest regularly from February, 2017 onwards to lenders. Lenders evaluated the option for restructuring OF debt (flexible structuring / SDR / S4A in JLF meeting held on 26th May, 2017) and agreed to invoke RBI''s âScheme for Sustainable Structuring OF Stressed Assets (S4A)â dated 13th June, 2016 as amended from time to time.
9.3 Jaypee Arunachal Power Limited (JAPL)
Jaypee Arunachal Power Limited (JAPL) was incorporated by your Company as a wholly owned subsidiary OF the Company, to set up 2700 MW Lower Siang and 500 MW Hirong H.E. Projects in the State OF Arunachal Pradesh. Your Company along with its Associates will ultimately hold 89% OF the Equity OF JAPL and the balance 11% will be held by the Government OF Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro Electric Project, CEA approval was obtained in February, 2010 and the concurrence has been extended by CEA up to February 2019. The process OF land acquisition, extension OF validity OF Terms OF Reference for EIA/ EMP reports are being pursued with State Government. Based on the recommendations OF State Government, Regional unit OF MOEF, GOI is processing the forest clearance. More field surveys have been carried out.
For 500 MW Hirong Hydro Electric Project, CEA has issued concurrence for the DPR. The Company has requested CEA for extension OF Validity OF TEC. In view OF the Cumulative Impact studies OF Siang Basin, the same is under consideration. Public hearing had been conducted and the final EIA & EMP report has been submitted. MoEF has asked for additional studies. The impact OF Cumulative Impact studies OF Siang Basin has been studied and submitted. Based on the recommendations OF State Government, Regional unit OF MoEF, GOI is processing the forest clearance.
An amount OF Rs, 228.29 crore has been incurred in respect OF the aforesaid projects up to 31st March, 2017.
9.4 Sangam Power Generation Company Limited (SPGCL)
Sangam Power Generation Company Limited was acquired by JPVL from Uttar Pradesh Power Corporation Limited (UPPCL) through competitive bidding process, for the implementation OF 1320 MW (2 x 660 MW) Thermal Power Project (with permission to add one additional unit at 660 MW) in Tehsil Karchana OF District Allahabad, Uttar Pradesh.
All major statutory approvals for Phase-1, are in place and Coal linkage for 4.68 MTPA by Northern Coalfield Limited has been issued for Phase-1 OF the Project.
SPGCL executed Deed OF Conveyance with Uttar Pradesh Power Corporation Limited (UPPCL) but the District Administration could not hand over physical possession OF land to SPGCL due to local villagers'' agitation. As such, no physical activity could be started on the ground. SPGCL has written to UPPCL and all procurers that the Power Purchase Agreement is rendered void and cannot be enforced. As such, it was, inter-alia, requested that SPGCL''s claims be settled amicably for closing the agreement(s). UPPCL had requested SPGCL to submit supporting documents regarding claim, which have been furnished to UPPCL and are under their review.
A Committee has been constituted under the Chairmanship OF Managing Director, Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited for amicably closing the PPA. Draft OF Share Purchase Agreement, as prepared by Company''s Legal Counsel, has been sent to U.P Power Corporation Limited (UPPCL)/Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited (UPRVUNL) for approval. The response from U.P Government is awaited. An amount OF '' 546.58 crore has been spent on the Project up to 31st March, 2017.
9.5 Jaypee Meghalaya Power Limited (JMPL)
Jaypee Meghalaya Power Limited was incorporated by your company as its wholly owned subsidiary to implement 270 MW Umngot H.E.P in the Umngot River Basin OF Meghalaya and 450 MW Kynshi-II Hydro-Electric Power Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and Transfer) basis. Your company along with its associates will ultimately hold 74% OF the equity OF JMPL and the balance 26% will be held by the Government OF Meghalaya.
The field work OF Survey & Investigation and EIA studies have already been completed. The revised proposal for Kynshi-II HEP with involvement OF lesser forest area has been submitted to State Government and Ministry OF Environment and Forest (MOEF). Based on the observation OF the MOEF, Uranium Corporation OF India has issued âNo Objection Certificate'' with respect to uranium deposit in the vicinity OF the Project. Accordingly revised proposal for issuance OF Term OF Reference for EIA studies was submitted. The control levels i.e. Full Reservoir Level & Tail Water Level for Kynshi-II Project has been approved by State Government. Approval OF Central Electricity Authority has been accorded in respect OF water availability potential OF Power Generation.
With respect to the 270 MW Umngot H.E.P the State Government has advised that the project will not be operational zed as per MoA till further orders. The matter is being examined by the State Government.
An aggregate amount OF approx. Rs, 8.50 crore has been spent on the above said two projects up to March, 2017.
9.6 Bina Power Supply Limited (Formerly known as Himachal Karcham Power Company Limited)
A subsidiary company as Himachal Karcham Power Company Limited was incorporated on 14th March, 2014. The name OF the Company was subsequently changed from Himachal Karcham Power Company Limited to Bina Power Supply Limited w.e.f. 28th September, 2015.
This Company is under discussions/exploring various options for going ahead with the Scheme OF Arrangement between the Company, Bina Power Supply Limited, their Shareholders and Creditors in respect OF Bina Power Project. Meanwhile, the long stop date in respect OF Securities Purchase Agreement between the Company and JSW Energy Limited has been extended up to 31st December, 2017.
10. report on performance OF subsidiaries
The performance and financial position OF each OF the subsidiaries OF the Company for the year ended 31st March,
2017 is attached in the prescribed format AOC-1 as set out in âAnnexure-Aâ and forms part OF this Report.
I n accordance with Section 136 OF the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information OF the Company and Audited Accounts OF each OF its subsidiaries, are available on the website www.jppowerventures.com. These documents will also be available for inspection during business hours at the Registered Office OF your Company.
The Policy on material subsidiaries, as approved by the Board OF Directors, may be accessed on the Company''s website at the link: http://jppowerventures.com/wp-content/ uploads/2015/05/Policy-on-Material-Subsidiaries-.pdf
11. directorate and key managerial personnel
11.1 Changes in the Board
(a) Shri S. D. Nailwal, Non Executive Non-Independent Director, stepped down from the Board with effect from 18th November, 2016. The Board records its deep appreciation for his valuable contribution during his long association as Director OF the Company.
(b) Shri Arun Balakrishnan, Independent Director, due to personal reasons resigned from the Board OF the Company, as such has ceased to be director OF the Company w.e.f. 9th July, 2017. The Board records its deep appreciation for his valuable contribution during his association as Independent Director OF the Company.
(c) Shri Dharam Paul Goyal, Non-Executive Non Independent Director, resigned from the Board OF the Company, as such has ceased to be director OF the Company w.e.f. 24th July, 2017. The Board records its deep appreciation for his valuable contribution during his association as Director OF the Company.
(d) Shri M. K. V. Rama Rao was co-opted on the Board as Additional Director OF the Company with effect from 9th December, 2016. He was also designated as Whole-time Director OF the Company w.e.f. 9th December, 2016. His APPOINTMENT /confirmation as Director has been included in the Notice convincing the ensuing Annual General Meeting.
(e) In accordance with the provisions OF the Companies Act, 2013, Shri Manoj Gaur, Shri G. P. Gaur and Ms. Sunita Joshi, shall retire by rotation and are eligible for reappointment.
(f) In accordance with the provisions OF Section 149 OF the Companies Act, 2013 and Securities and Exchange Board OF India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri R.N. Bhardwaj, Shri B.B. Tandon, Dr J.N. Gupta, Shri A.K. Goswami, Shri S.S. Gupta, were appointed as Independent Directors, for a term OF three successive years from 20th
September, 2014 to 19th September, 2017 and Shri K.N. Bhandari, Shri S.L. Mohan and Shri Atanu Sen, were appointed as Independent Directors, for a term OF three successive years from 30th September, 2014 to 29th September, 2017. Further Shri K.P Rao was appointed as Independent Director for a term OF three years from 30th May, 2015 to 29th May, 2018. As such, their tenure as Independent Directors shall expire on 19th September, 2017, 29th September, 2017 and 29th May,
2018 respectively.
(g) In terms OF Section 149 OF the Companies Act, 2013, such Directors are eligible for re-APPOINTMENT as Independent Directors in the ensuing Annual General Meeting OF the Company.
(h) The Nomination & Remuneration Committee and Board in their meeting held on 31st July, 2017 has recommended their re-APPOINTMENT for a period OF three years. The Special Resolutions for their re-APPOINTMENT as Independent Directors have been included in the Notice OF the Annual General Meeting scheduled to be held on 15th September, 2017.
11.2 Pursuant to the provisions OF Section 203 OF the Companies Act, 2013 read with Rule 8 and 8A OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014, the following persons were designated as Key Managerial Personnel OF the Company by the Board:-
(i) Shri Sunil Kumar Sharma, Vice-Chairman & CEO
(ii) Shri Suren Jain, Managing Director & CFO
(iii) Shri Praveen Kumar Singh, Whole-time Director
(iv) Shri M.K.V. Rama Rao, Whole time Director
(v) Shri M.M. Sibbal, Vice President and Company Secretary*
*Consequent upon acceptance OF resignation OF Shri M.M. Sibbal w.e.f. 31st May, 2017, Shri A.K. Rastogi has been appointed as Joint President and Company Secretary w.e.f. 1st June, 2017
11.3 Nomination & Remuneration Policy
The Board has, on the recommendations OF the Nomination & Remuneration Committee adopted a policy for selection and APPOINTMENT OF Directors, Senior Management Personnel and their remuneration. During the year, there has been no change to the Policy. Hence, the same is not annexed to this Report, but is available on the Company''s website at www.jppowerventures.com.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2016-17, six meetings OF the Board OF Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details OF date and attendance OF the Directors at the Board Meeting are given in Report on Corporate Governance which forms part OF this Annual Report.
13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet the criteria OF independence as stipulated under Section 149(6) OF the Companies Act, 2013 and Regulation 16(1)(b) and 25(1) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. ANNUAL EVALUATION OF BOARDâS PERFORMANCE
Pursuant to the provisions OF Section 134(3)(p) OF the Companies Act, 2013 read with Rule 8(4) OF the Companies (Account) Rules, 2014 and Regulation 17(10) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation OF its own performance, the Directors individually as well as the evaluation OF the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance, which form part OF this Annual Report.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were done on an arm''s length basis and in the ordinary course OF business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy OF the Company on materiality OF related party transaction.
The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: http://jppowerventures.com/wp-content/uploads/ 2015/05/Policy-on-Related-Party-Transactions.pdf.
The details OF Related Party Transactions, as required under Ind AS-24, are provided in the accompanying Financial Statements forming part OF this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) OF the Companies Act, 2013 read with Rule 8(2) OF the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Bâ to this Report.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.
17. AUDITORS
17.1 Statutory Auditors
As per the provisions OF the Companies Act, 2013, the period OF Office OF M/s. R. Nagpal Associates, Chartered Accountants OF the Company expires at the conclusion OF the ensuing Annual General Meeting.
It is proposed to appoint M/s. Lodha & Co., Chartered Accountants, for terms OF 5 (five) consecutive years M/s. Lodha & Co., Chartered Accountants have confirmed their eligibility and qualification required under the Companies Act, 2013 for holding the Office as Statutory Auditors OF the Company.
17.2 Cost Auditors
For the Financial Year 2016-17, the Board OF Directors OF the Company had re-appointed, on the recommendations OF the Audit Committee, M/s.Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as Cost Auditors for auditing the Cost Accounts in respect OF Power Plants and Cement Grinding Unit OF the Company. The Cost Audit Report for the Financial Year ended 31st March, 2016 has been filed in Form CRA-4, with the Cost Audit Branch OF the Ministry OF Corporate Affairs. The Cost Audit Report for the Financial Year 2016-17 will be filed within the due date.
Pursuant to the provisions OF Section 148 OF the Companies
Act, 2013 read with Notifications/Circulars issued by the Ministry OF Corporate Affairs from time to time, the Board OF Directors OF the Company have, on the recommendation OF Audit Committee, appointed M/s. Kabra & Associates, Cost Accountants as Cost Auditors OF the Company for auditing the Cost Records relating to âPower Generationâ OF various plants and also for Cement Grinding Unit OF the Company for the Financial Year 2017-18 and a Resolution for ratification OF their remuneration has been included in the Notice for ensuing Annual General Meeting.
17.3 Secretarial Audit
In pursuance OF Section 204 OF the Companies Act, 2013 read with Rule 9 OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014, the Board, on the recommendations OF the Audit Committee, has re-appointed M/s. SGS Associates, a firm OF Company Secretaries in Practice, to undertake the Secretarial Audit OF the Company for the Financial Year ended 31st March, 2018.
Secretarial Audit Report for the Financial Year ended on 31st March, 2017, issued by M/s. SGS Associates, Company Secretaries, in Form MR-3 forms part OF this report is attached as âAnnexure-Câ.
The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) OF the Companies Act, 2013.
18. auditorsâ report
The Directors wish to state that the Statutory Auditors OF the Company have given unmodified opinion on the Standalone Financial Statements OF the Company for the year ended 31st March, 2017. However, the Auditors in their Report have made the following observations:-
âAs per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Provident Fund, Employees'' State Insurance, Income-tax, Service Tax, Sales Tax/ Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, except the following dues which are outstanding for a period exceeding six months as on the Balance Sheet date:
|
Name OF Statute (Nature OF dues) |
Department |
Amount in Rs, Lacs (Including Interest) |
|
VAT |
MPVAT |
602.59 |
|
Interest on Excise Duty |
Excise Department |
31.96 |
|
Development Cess/ |
Chief Electrical |
9,266.60 |
|
Electricity Duty |
Inspector, Govt OF MP |
I n reply to the Observations OF the Statutory Auditors in their Report on Standalone Annual Audited Financial Statements, the Company would like to say that the Observations OF the Statutory Auditors referred to above pertains to outstanding dues for a period exceeding 6 (six) months as on the Balance Sheet date and pertains to non-deposit OF Statutory Dues i.e. VAT, Interest on Excise Duty and Development Cess/ Electricity Duty in respect OF Company''s 1320 MW Jaypee Nigrie Super Thermal Power Plant as per the details given in the report.
The Company is generally depositing undisputed statutory dues applicable to it like PF, ESI, Income-tax, Service Tax, Sales-tax, VAT, Wealth tax, Custom Duty, etc. The existing outstanding as on 29th May, 2017, as against mentioned in Auditors Report, is as under:-
|
Name OF Statute (Nature OF dues) |
Department |
Amount in Rs, Lacs (Including Interest) |
|
VAT |
MPVAT |
599 |
|
Interest on Excise Duty |
Excise Department |
- |
|
Development Cess/ |
Chief Electrical |
6,767 |
|
Electricity Duty |
Inspector, Govt OF MP |
The above outstanding dues would also be cleared shortly.
The Auditors have in their Report mentioned that During the year the company has defaulted in repayment OF Principal and interest to Banks and Financial institution/debenture holders, wherein the period OF delay ranges from 1day to 364 Days, which have, however been subsequently made good during the year.â
âAs per Information and records produced before us details OF Overdue Interest on borrowings amounting to Rs, 42,432.18 lacs was reflected in Note No.32 to the financial statements âOther Financial liabilitiesâ which was outstanding as at 31st March, 2017 as per the details given in the report.â
âAs per Information and records produced before us details OF Overdue Principal Repayment OF borrowings amounting to Rs, 3,743.08 lacs reflected in Note No 32 which was outstanding as at 31st March 2017.â
The Directors wish to state that the delay in payment OF outstanding dues OF the appropriate authorities, banks and financial institutions was primarily because OF following reasons:
- Current Revenue OF 1320 MW Jaypee Nigrie Super Thermal Power Plant was mainly due to restricted generation on account OF non availability OF long Term PPAs, non availability OF corridor for tied up capacity and also lower merchant power rates.
- Generation OF 500 MW Jaypee Bina Thermal Power Plant was adversely affected due to frequent back down instructions/despatch schedule for lesser hours by SLDC, leading to un-economical operations.
- I n respect OF Nigrie STPP and Bina TPP as per revised tariff norms adopted by MPERC for the FY 2016-17 to FY 2018-19, Annual Fixed Charges (AFC) have been capped at Normative Availability (85%) and the incentive earlier available on availability beyond Normative Availability have been done away.
- This is apart from the general depressed economic conditions affecting the power plants in the country.
As regards outstanding overdues interest and overdue principal repayment OF borrowings OF banks and financial institutions. Your Company would like to say that overdues interest and overdue principal repayment OF borrowings has since been reduced to '' 36,572 Lakhs and '' 3,163 Lakhs respectively as on 29th May, 2017. The Company was in process/ discussions with lender(s) for implementation OF full resolution plan, which inter-alia includes implementation OF flexible restructuring OF project loans OF Bina Thermal Power Plant under 5/25 Scheme and restructuring OF balance loans OF Company under S4A Scheme OF Reserve Bank OF India.
The Director further with to state that the "opinion" OF Independent Auditors in their report on the consolidated financial statements pertains to wholly owned subsidiary OF the Company i.e. Sangam Power Generation Co. Ltd. (SPGCL) incorporated for development OF 1320 MW Power Project at Tehsil Karchna, Dist. Allahabad, Uttarpradesh., SPGCL incurred expenditure during the construction and incidental expenditure to selling up OF project which has been carried forward as âCapital Work in Progress'' and Capital Advances. In view OF abnormal delay in handling over the possession OF land, the company has requested Uttar Pradesh Power Corporation Ltd. (UPPCL) to take over the project and refund OF investment made by it. Uttar Pradesh Power Corporation Limited has in principle agreed to take over the project. Hence the management does not expect any material adjustment in the carrying value OF assets including Capital Work in Progress and capital advances. However, the management expects that the claims filed by SPGCL would be amicably settled soon.
Further, the Auditors OF the Company have given emphasis on the following matter in their report on Consolidated Financial Statement OF the Company, as under:
âSangam Power Generation Company Limited (SPGCL), a subsidiary OF the Company, is yet to appoint management person as per the requirement OF the Act. Our Opinion is not qualified in respect OF this matter.â
âJaypee Meghalaya Power Limited (JMPL) a subsidiary OF the Company is yet to appoint Company Secretary as per the requirement OF Section 203 OF the Companies Act, 2013. Our Opinion is not qualified in respect OF this matter.â
In reply to para relating to Emphasis OF matter OF their Report, the Company would like to say that since SPGCL and JMPL were lying dormant without any operation and source OF income, they could not appoint necessary Key Managerial Personnel to meet the requirements OF Companies Act, 2013.
19. EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) OF the Companies Act, 2013, Form No-MGT-9, Extract OF the Annual Return for the Financial Year ended 31st March, 2017 made under provisions OF Section 92(3) OF the Companies Act, 2013 read with Rule 12(1) OF the Companies (Management and Administration) Rules, 2014 is attached as âAnnexure-Dâ which forms part OF this Report.
20. PARTICULARS OF LoANS, INVESTMENTS, GUARANTEES AND SECURITY
The provisions OF Section 186 OF the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities except for making investments. Particulars OF investments are given in Note No. 7 & 8 to the Financial Statements. However, particulars OF loans given, guarantees given and securities provided under the provisions OF Section 186 OF the Companies Act, 2013 are given in the Notes to the Financial Statements.
21. RISK MANAGEMENT
Since the company does not fall within top 100 listed entities as per market capitalization, the provision OF SEBI (LODR) Regulations 2015, regarding constitution OF Risk Management Committee are not applicable to the company. However, the Company has developed and implemented a Risk Management Policy which inter-alia:
a) Establishes a framework for identification, assessment, monitoring, mitigation and reporting OF risks; and
b) ensures that all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized, managed and critical risks which impact the achievement OF Company''s objective or threatens its existence are periodically reviewed.
c) ensures systematic and uniform assessment OF risks related with construction and operations OF power projects.
d) assures business growth with financial stability.
22. MATERIAL CHANGES AND COMMITMENTS
I n terms OF Section 134(3)(l) OF the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position which have occurred between the end OF the financial year OF the Company to which the financial statements relate and date OF the report and there has been no change in the nature OF business.
23. corporate social responsibility
The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details OF CSR Committee are provided in the Report on Corporate Governance.
The Annual Report on CSR activities as required to be given under Section 135 OF the Companies Act, 2013 and Rule 8 OF the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as âAnnexure-Eâ.
24. CORPORATE GOVERNANCE AND MANAGEMENT discussion and analysis report
A report on Corporate Governance as stipulated by Regulation 34(3) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part OF this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions OF Corporate Governance.
As required under Regulation 34(2)(e) OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position OF the Company has been provided in a separate section which forms part OF this Annual Report.
25. BUSINESS RESPONSIBILITY REPORT
I n terms OF Regulation 34 OF SEBI (LODR) regulations 2015, the Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2017, as such , a Business Responsibility Report (BRR), in the prescribed format, is annexed and forms part OF this Annual Report describing the initiatives taken by the Company from an environmental, social and governance perspective, towards adoption OF responsible business practices.
The BRR as well as the Company''s Policy on Sustainable Development are accessible on the Company''s website www. jppowerventures.com.
26. DIVIDEND DISTRIBUTION POLICY
I n terms OF Regulation 43A OF SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, since the
Company falls within top five hundred listed entities based on market capitalization as on 31st March, 2017, the Company has formulated a dividend distribution policy containing the matters specified in the Regulation, which is annexed as âAnnexure F'' and forms part OF this Annual Report. The Dividend distribution policy is also available on the website OF the Company.
27. directorsâ responsibility statement
Pursuant to Section 134(5) OF the Companies Act, 2013, the Directors to the best OF their knowledge and ability, confirm for the year ended 31st March, 2017 that:
a) in the preparation OF the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view OF the state OF affairs OF the Company for the year ended 31st March, 2017 and loss OF the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance OF adequate accounting records in accordance with the provisions OF the Companies Act, 2013 for safeguarding the assets OF the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions OF all applicable laws and that such systems were adequate and operating effectively.
28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
As already reported, the Board has, pursuant to the provisions OF Section 177(9) & (10) OF the Companies Act, 2013 read with Rule 7 OF the Companies (Meetings OF Board and its Powers) Rules, 2014 and Regulation 22 OF the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization OF Director(s) or employees(s) or any other person who avail the mechanism.
The Company believes in the conduct OF the affairs OF its constituents in a fair and transparent manner by adopting highest standards OF professionalism, integrity and ethical behavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: http:// jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
29. INTERNAL FINANCIAL Controls
The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors OF the Company for insufficiency or inadequacy OF such controls.
The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part OF this Report.
30. Deposits
During the year under review, the Company has not accepted any fixed deposits within the meaning OF Section 73 OF the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance OF Deposit) Rules, 2014.
31. PARTICULARS OF Employees AND RELATED disclosures
a) Statement showing details OF employees as required under Section 197(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 in Annexure-G(I) which forms part OF this Report.
b) I information pertaining to remuneration to be disclosed by listed companies in terms OF Section 197(12) OF the Companies Act, 2013 read with Rule 5(1) OF the Companies (APPOINTMENT and Remuneration OF Managerial Personnel) Rules, 2014 have been provided in Annexure-G(II) which forms part OF this Report.
32. PARTICULARS OF ENERGY CONSERVATION,
technology absorption and foreign exchange
EARNINGS AND outgo
The information on conservation OF energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) OF the Companies Act, 2013 read with Rule 8 OF The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as âAnnexure-Hâ.
33. Acknowledgements
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings OF the Central Government, various State Governments, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC, Financial Institutions, Banks, Rating Agencies, for their continued cooperation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment OF the employees and the faith & confidence reposed by the shareholders in the Company.
For and on behalf OF the Board
MANoJ GAUR
Chairman
[DIN: 00008480]
Place : New Delhi
Date : 31st July, 2017
Mar 31, 2015
Dear Members
The Directors of your Company are pleased to present the Twentieth
Annual Report together with the Audited Financial Statements of the
Company for the Year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
The Financial Performance of the Company for the year under report are
as under :
(Rs. in Crores)
Particulars Current Year Previous Year
31.03.2015 31.03.2014
Net Revenue 3935.53 2689.78
Add: Other operating income 8.60 3.45
Add: Other Income 117.79 47.27
Total Income 4061.92 2740.50
Profit before Interest,
Depreciation & Taxation 2708.42 1907.79
Less : Finance Cost 2117.55 1447.68
Less : Depreciation 465.28 446.59
Less: Extra-Ordinary items (Net) (4.46) (0.08)
Profit before Tax 130.05 13.44
Less: Deferred Tax Charge/(reversal) (7.16) (6.29)
Profit after Tax 137.21 19.73
1. COMPANY'S PLANTS AND OPERATIONS
At present, your Company has three operative Hydro Power Plants and two
operative Thermal Power Plants, namely:
i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;
ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;
iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal
Pradesh;
iv) 500 MW - Phase I (of 1200 MW) Jaypee Bina Thermal Power Plant in
Madhya Pradesh; and
v) 1320 MW Jaypee Nigrie Super Thermal Power Plant in Nigrie, Distt.
Singrauli, Madhya Pradesh.
Besides the above mentioned power projects, the Company has implemented
Jaypee Nigrie Cement Grinding Unit at Nigrie (M.P) with capacity of 2
MTPA, the commissioning activities of which has started and its
commercial operations are expected to commence shortly.
Following the cancellation of coal blocks in terms of judgment dated
25th August, 2014 read with order dated 24th September, 2014 of Hon'ble
Supreme Court of India, the Central Government conducted e-auction of
coal mines in which your Company participated and was allotted Amelia
(North) Coal Mine in Distt. Singrauli, Madhya Pradesh, during the year.
The Plant Availability and Energy Generation of each of the Hydro Power
Plants & Thermal Power Plants for the Financial Year 2014-15 were as
under:
Plant Plant Net Saleable
Availability (%) Energy
Generation
(M U)
Jaypee Baspa-II Hydro Power 99.84 1100.47
Plant (300 MW)
Jaypee Vishnuprayag Hydro Power 99.13 1573.96
Plant (400 MW)
Jaypee Karcham Wangtoo Hydro 99.65 3708.41
Power Plant (1091MW)
Jaypee Bina Thermal Power Plant 92.47 2236.95
[500 MW - Phase I (of 1200 MW)]
Jaypee Nigrie Super 58.33 1800.27
Thermal Power Plant (1320 MW)
300 MW Jaypee Baspa-II Hydro Power Plant
The average tariff for Baspa-II Hydro Power Plant for the year under
report, as per the Multi Year Tariff (MYT) order dated 15th July, 2011,
order dated 6th September, 2012 and in accordance with the Power
Purchase Agreement (PPA) works out to Rs.2.77 per unit. The total
generation of energy during the year was 1256.96 MUs including 12% free
Power to State Electricity Board/Government of Himachal Pradesh and
also auxiliary consumption/transformer losses. The Net Saleable Energy
during the year was 1100.47 MUs, out of which 1056.92 MUs was Primary
Energy and 43.55 MUs was Secondary Energy.
400 MW Jaypee Vishnuprayag Hydro Power Plant
The average tariff during the year under report for 400 MW Vishnuprayag
Hydro Power Plant works out to Rs. 2.47 per unit. The total generation
of energy during the year was 1815.92 MUs (including 22.15 MUs deemed
generation). The net saleable energy during the year was 1573.96 MUs
out of which Primary Energy was 1545.87 MUs and Secondary Energy was
28.09 MUs. Generation of Power at 400 MW Jaypee Vishnuprayag H.E.P was
suspended since 16th June, 2013 due to Force Majeureevent. Generation
of power resumed w.e.f. 12th April, 2014 (07:45 A.M.).
1091 MW Jaypee Karcham Wangtoo Hydro Power Plant
The average realization for the year under report works out to Rs.3.93
per unit. The total generation of energy during the year was 4240.25
MUs including 531.84 MUs free Power to State Government and also
auxiliary consumption/transformer losses. The Net Saleable Energy
during the year was 3708.41 MUs.
The performance of the Company's operative Hydro Power Plants, their
plant availability and the Energy Generation during the year under
report was satisfactory.
500 MW Phase I (of 1200 MW) Jaypee Bina Thermal Power Plant
The Directors of your Company are pleased to report that based on the
tariff petition filed by the Company, MPERC has approved final tariff
for Unit-I and Unit-II on 26th November, 2014. Your Company is
supplying 70% of the installed capacity on long-term basis to Govt. of
Madhya Pradesh/Madhya Pradesh Power Management Company Ltd., in terms
of the Power Purchase Agreement executed with them and balance of
installed capacity is being sold as merchant power.
The plant performance of 500 MW Jaypee Bina Thermal Power Plant from
1st April, 2014 to 31st March, 2015 was as under:
(in million units)
Actual Generation
FY 2014-15 Gross Net Saleable Aux % PLF % PAF %~
Total 2444.74 2236.95 8.50% 55.36% 92.47%
1320 MW Jaypee Nigrie Super Thermal Power Plant (JNSTPP)
The Directors of your Company are pleased to inform that two units of
660 MW each have successfully achieved commercial operation on 3rd
September, 2014 and 21st February, 2015 respectively. Further, as
mentioned above, your Company has acquired coal mine at Amelia (North)
through e-auction conducted by Government of India for meeting part of
the coal requirement of JNSTPP. Madhya Pradesh Electricity Regulatory
Commission has approved the provisional blended tariff of JNSTPP. Your
Company is supplying 37.5% of the installed capacity on long term basis
to Government of Madhya Pradesh and Madhya Pradesh Power Management
Company Limited in terms of Power Purchase Agreement executed with them
and the balance capacity is sold on merchant basis.
(in million units)
Actual Generation
FY 2014-15 Gross Net Saleable Aux % PLF % PAF %
Total 1970.02 1800.27 7.84% 38.03% 58.33%
Jaypee Nigrie Cement Grinding Unit at Nigrie
The commissioning activities of 2 MTPA Jaypee Nigrie Cement Grinding
Unit at Nigrie, Distt. Singrauli in Madhya Pradesh, having estimated
project cost of Rs. 335 crore has started and commercial operations are
expected to commence shortly. An expenditure of approximately Rs.
299.56 crore had been incurred till 31st March, 2015. The statutory
approvals required for the current stage of the project are in place.
Verified/Certified Emmission Reductions (VERs/CERs)
As reported earlier, 1091 MW Jaypee Karcham Hydro Power Plant has
already been registered by UNFCCC as a CDM Project w.e.f 1st January,
2013 for ten years upto 31st December, 2022. The Project has been
validated and verified by TUV NORD, Germany for issue of VERs for the
period from 13th May, 2011 to 11th April, 2012. The project is
validated by TUV NORD JI/CDM Certification Programme, Germany as
compliant with World Commission on Dams (WCD) Recommendations.
As reported in the Annual Report for financial year 2013-14, the
Company had sold from time to time 34,79,664 VERs aggregating Rs. 28.95
crores in respect of Jaypee Baspa-II Hydro Power Plant and 94,90,664
VERs aggregating Rs. 213.24 crores in respect of Jaypee Vishnuprayag
Hydro Power Plant. No further VERs could be sold in respect of the
aforesaid plants during the financial year 2014-15.
2. SHARE CAPITAL
The paid up equity share capital as at 31st March, 2015 is Rs.
29,38,00,30,840. During the year under review, your Company has not
issued any shares with differential rights, sweat equity shares and
equity shares under employees stock option scheme. Your Company has
not bought back its own shares during the year under review.
3. DIVIDEND
In order to conserve resources for meeting the Company's requirements
for ongoing works/investment in subsidiaries executing power projects,
the Directors of your Company express their inability to recommend any
dividend for the Financial Year 2014-15.
4. TRANSFER TO RESERVES
The Company proposes to transfer an amount of Rs. 2160 lacs to the
Debenture Redemption Reserve. An amount of Rs. 11561 lacs is proposed
to be retained as Surplus.
5. DIVESTMENT OF HYDRO POWER PROJECTS
Following the withdrawal from the acquisition transaction of 300 MW
Jaypee Baspa-II Hydro electric plant and 1091 MW Jaypee Karcham Wangtoo
Hydro-electric plant by TAQA India Power Ventures Private Limited, the
Board of Directors of the Company in their meeting held on 15th
November, 2014 considered and approved the Scheme of Arrangement
(Scheme) for transfer of businesses in relation to two of the Company's
operating Hydro- electric Power plants namely, 300 MW Jaypee Baspa-II
Hydro electric plant and 1091 MW Jaypee Karcham Wangtoo Hydro- electric
plant, to Himachal Baspa Power Company Limited (HBPCL), a subsidiary of
the Company, as a going concern, on slump exchange basis, subject to
sanction of the said Scheme by the Hon'ble High Court of Himachal
Pradesh at Shimla and such other approvals, as may be required.
The Scheme received "No Objection" from the Stock Exchanges/ SEBI.
Thereafter, the Hon'ble High Court of Himachal Pradesh at Shimla
directed to convene the meetings of Shareholders and Creditors of the
Company on 28th February, 2015 where the said Scheme was approved by
them. The Company has filed a Petition before the Hon'ble High Court of
Himachal Pradesh at Shimla for sanction of the said Scheme,which is
pending as on date.
Pursuant to the approval accorded by the Board of Directors in its
meeting held on 16th November, 2014, the Company entered into a
Securities Purchase Agreement with JSW Energy Limited (JSW) regarding
sale of securities of HBPCL to JSW for a base Enterprise Value of
Rs.9700 crores, subject to mutually agreed adjustments and satisfaction
of conditions precedent as per Securities Purchase Agreement & sanction
of the said Scheme of Arrangement by the Hon'ble High Court. The
proposed divestment of projects will help the Company in deleveraging
its Balance Sheet including reduction of debt and interest outgo.
6. SUBSIDIARIES
The Company has following subsidiaries:
i) Jaypee Powergrid Limited;
ii) Prayagraj Power Generation Company Limited;
iii) Jaypee Arunachal Power Limited;
iv) Sangam Power Generation Company Limited;
v) Jaypee Meghalaya Power Limited;
vi) Himachal Baspa Power Company Limited; and
vii) Himachal Karcham Power Company Limited.
The status of the projects implemented / being implemented through
aforesaid subsidiaries is summarised below:
i) Jaypee Powergrid Limited (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
Ventures Limited and Power Grid Corporation of India Limited (a Central
Government Power Utility Undertaking) has set up 217 kms. long 400 kV
Quad Bundle Conductor Double Circuit Transmission Line for evacuation of
Power from the pothead yard of 1091 MW Karcham Wangtoo Plant in the
State of Himachal Pradesh to Abdullapur in the State of Haryana and LILO
with the existing Baspa-Jhakri Double circuit line. The cumulative
availability of transmission system for FY 2014-15 was 99.98%. During
the Financial Year 2014-15, JPL earned an aggregate transmission tariff
of Rs.195.47 crore. JPL declared two interim dividends aggregating 13%
during FY 2014-15 and paid dividend of Rs.28.86 crore to the Company.
ii) Prayagraj Power Generation Company Limited (PPGCL)
Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh
Power Corporation Limited (UPPCL) through competitive bidding process,
is implementing 1980 MW (3x660 MW) Thermal Power Project (with
permission to add two additional generation units of 660MW each) in
Tehsil Bara of District Allahabad, Uttar Pradesh.
Power Purchase Agreement with UPPCL has been executed for 25 years for
90% sale of power with balance 10% to be sold on merchant basis.
Fuel supply agreement between PPGCL & NCL has been executed on 29th
August, 2013 for coal linkages for Phase-I of 1980 MW.
All statutory / regulatory approvals required for the project are in
place. The supplies from BHEL for Boiler, Turbine and Generator for
Phase-I of the Project are in progress. All major packages have been
awarded and supply of materials is in progress.
The delay in receiving startup power has delayed the commissioning
activities of the power plant. Startup power was finally received on
10th November, 2014 and pre- commissioning activities related to Unit-1
have commenced thereafter.
The revised Project Cost of Rs. 13,870 crores, as approved by the
lenders, would be financed through Rs. 4,021 crores as equity and Rs.
9849 crore as debt. PPGCL is in the process of arranging additional
debt requirement of Rs.1,764 crores of the revised project cost. An
expenditure of approximately Rs.11,540 crore has been incurred on the
implementation of the Project upto 31st March, 2015.
Boiler light up of Unit-I has been achieved on 31st March, 2015.
At the current stage of the implementation of the project, it is
envisaged to achieve COD of the project by March, 2016.
iii) Jaypee Arunachal Power Limited (JAPL)
Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
Company is implementing 2700 MW Lower Siang and 500 MW Hirong H.E.
Projects in the State of Arunachal Pradesh. Your Company alongwith its
associates will ultimately hold 89% of the Equity of JAPL and the
balance 11% will be held by the Government of Arunachal Pradesh.
As already reported, for the 2700 MW Lower Siang Hydro Electric Project,
CEA approval was obtained in February, 2010 and the concurrence has been
extended by CEA for another three years. Land acquisition is in
progress. In-principle Approval has been granted and Power Purchase
Agreement (PPA) is to be submitted for final approval with respect to
the grant of Mega Power status of the project. Draft Rehabilitation &
Resettlement Plan has been submitted to the State Government. The State
Government has recommended the forest clearance case to Ministry of
Environment and Forest (MOEF) and the same is under examination by
Regional unit of MOEF since February, 2015.
For 500 MW Hirong Hydro Electric Project, CEA has accorded
Techno-Economic Concurrence on 10th April, 2013. For the
Environmental/Forest Clearance of the Project, the EIA & EMP reports
have been submitted to MoEF. The State Government has recommended the
forest clearance case to Ministry of Environment and Forest (MOEF) and
the same is under examination by Regional Unit of MOEF since February,
2015.
An aggregate amount of Rs. 228.29 crore has been spent on the Projects
upto 31st March, 2015.
iv) Sangam Power Generation Company Limited (SPGCL)
Sangam Power Generation Company Limited was acquired from Uttar Pradesh
Power Corporation Limited (UPPCL) through competitive bidding process,
for the implementation of 1980 MW (2 x 660 MW) (with permission to add
one additional generation unit of 660 MW) Thermal Power Project in
Tehsil Karchana of District Allahabad, Uttar Pradesh.
SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation
Limited (UPPCL) but the District Administration could not hand over
physical possession of land to SPGCL due to agitation of local
villagers. As such, no physical activity could be started on the
ground. SPGCL has written to UPPCL and all procurers that the Power
Purchase Agreement is rendered void and cannot be enforced. As such,
SPGCL's claims be settled amicably for closing the agreement(s). As
already reported, necessary documents in support of the company's claim
have been furnished to UPPCL which is under their review.
An aggregate amount of Rs. 548.60 crore has been spent on the Project
upto 31st March, 2015.
v) Jaypee Meghalaya Power Limited (JMPL)
Jaypee Meghalaya Power Limited was incorporated by your Company as its
wholly owned subsidiary to implement 270 MW Umngot H.E.P in the Umngot
River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power
Projects in the Kynshi River Basin on BOOT (Build, Own, Operate and
Transfer) basis. Your Company along with its associates will ultimately
hold 74% of the equity of JMPL and the balance 26% will be held by the
Government of Meghalaya.
With respect to 450 MW Kynshi-II, the field work of survey &
investigation and EIA studies have already been completed. Drilling and
drifting in power house area have been completed. The revised proposal
for Kynshi-II HEP with involvement of lesser forest area has been
submitted to State Government and Ministry of Environment and Forest
(MOEF). Based on the observation of MOEF, Uranium Corporation of India
issued No Objection Certificate with respect to uranium deposit in the
vicinity of the Project. Accordingly revised proposal for issuance of
terms of reference for Environment Impact Assessment studies is under
preparation. The control levels i.e. full reservoir level & tail
reservoir level for Kynshi-II
Project have been approved by State Government. Approval of Central
Electricity Authority has been accorded to the water availability
series for power potential studies.
With respect to the 270 MW Umngot H.E.P the State Government has
advised that the project will not be operationalized as per Memorandum
of Agreement till further orders. The matter is being pursued with the
State Government for permission to resume the works.
An aggregate amount of Rs. 8.50 crore has been spent on the Projects
upto 31st March, 2015.
vi) Himachal Baspa Power Company Limited (HBPCL)
Himachal Baspa Power Company Limited (HBPCL) was incorporated on 14th
March, 2014 and it received Certificate of Commencement of Business on
24th March, 2014. HBPCL is 99% subsidiary of the Company.
As mentioned hereinabove, pursuant to the proposed Scheme of
Arrangement between the Company and HBPCL, 300 MW Jaypee Baspa-II Hydro
Power Plant and 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant are
proposed to be transferred and vested in this company after the Scheme
becomes effective.
vii) Himachal Karcham Power Company Limited (HKPCL)
Himachal Karcham Power Company Limited (HKPCL) was incorporated on 14th
March, 2014 and it received Certificate of Commencement of Business on
24th March, 2014. HKPCL is a wholly owned subsidiary of the Company and
presently it is not carrying on any operations.
7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
No company has ceased to be subsidiary, associate or joint venture of
the Company during the year under review.
The performance and financial position of each of the subsidiaries,
associates and joint venture company for the year ended 31st March,
2015 is attached in the prescribed format AOC-1 as set out in
"Annexure-A" and forms part of the Directors' Report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of each of
its subsidiaries, are available on the website www.jppowerventures.com.
These documents will also be available for inspection during business
hours at the Registered Office of your Company.
The Policy for determining material subsidiaries as approved may be
accessed on the Company's website at the weblink:
http://jppowerventures.com/index.php/policies.
8. DIRECTORATE AND KEY MANAGERIAL PERSONNEL
8.1 During the year under report, the following changes took place in
the Board of the Company:
a) As already reported in the Annual Report for Financial Year 2013-14,
Shri S.D. Nailwal and Ms. Sunita Joshi were appointed as Additional
Directors with effect from 17th May, 2014 and their
appointments/confirmation as Directors were approved by the members in
the Annual General Meeting held on 20th September, 2014.
b) Dr.R.C.Vaish ceased to be Director consequent upon his resignation
w.e.f 29th September, 2014;
c) Shri S.C.Bhargava ceased to be Director consequent upon his
resignation w.e.f 31st March, 2015;
d) Shri K.N. Bhandari, Shri Arun Balakrishnan, Shri S.L. Mohan and Shri
Atanu Sen have been appointed as Additional Directors (Independent)
w.e.f 30th September, 2014. In accordance with the provisions of
Section 149 and other applicable provisions of the Companies Act, 2013,
the Resolutions for approval of their respective appointment as
Independent Directors have been included in the Notice for ensuing
Annual General Meeting.
e) Shri Subroto Gupta ceased to be the Nominee Director consequent upon
his resignation / withdrawal of his nomination by IDBI Bank w.e.f. 6th
September, 2014 and Shri Umesh Jain has been appointed as Nominee
Director consequent upon his nomination by IDBI Bank Ltd. w.e.f. 30th
September, 2014; and
f) Shri K.P Rau has been appointed as Additional Director (Independent)
w.e.f 30th May, 2015 in place of Shri S.C. Bhargava and the Resolution
for his appointment as Independent Director has been included in the
Notice for ensuing Annual General Meeting.
The Board places on record its appreciation for the valuable
contribution of Dr. R. C. Vaish, Shri S. C. Bhargava and Shri Subroto
Gupta during their respective tenures as Directors of the Company.
8.2 Shri Manoj Gaur, Shri Suren Jain and Shri Praveen Kumar Singh would
retire as Directors by rotation at the ensuing Annual General Meeting
and being eligible, they offer themselves for re- appointment.
8.3 During the year under report, the Board met seven times, the
details whereof are given in Report on Corporate Governance. The
meetings of Board of Directors were held on 17th May, 2014, 26th July,
2014, 30th September, 2014, 8th November, 2014, 15th November, 2014,
16th November, 2014 and 9th February, 2015.
8.4 All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
8.5 Pursuant to the provisions of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the Directors
individually as well as the evaluation of the Committees constituted by
it. The manner in which the formal annual evaluation has been carried
out has been explained in the Report on Corporate Governance.
8.6 Pursuant to the provisions of Section 203 of the Companies Act,
2013 read with Rule 8 & Rule 8A of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has confirmed and noted Shri Sunil Kumar Sharma,
Vice-Chairman & CEO, Shri Suren Jain, Managing Director & CFO, Shri
Praveen Kumar Singh, Whole-time Director and Shri M. M. Sibbal, Senior
General Manager and Company Secretary as Key Managerial Personnel of
the Company.
8.7 Nomination & Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration
Committee adopted a policy for selection and appointment of Directors,
Senior Management and their remuneration. Brief features of the said
Policy are:
a) Nomination and Remuneration Committee shall formulate the criteria
for determining qualifications, positive attributes and independence of
a Director;
b) Nomination and Remuneration Committee shall identify persons who are
qualified to become Director and persons who may be appointed in Key
Managerial and Senior Management positions;
c) While selecting Independent Directors, the Nomination and
Remuneration Committee shall identify persons of integrity who possess
relevant expertise and experience required for the position;
d) Non-Executive/Independent Director may receive remuneration by way
of sitting fees for attending meetings of Board or Committee thereof,
an amount as may be approved by the Board of Directors within the
limits prescribed under the Companies Act, 2013 and the Rules made
thereunder, provided that the amount of such fees shall not exceed Rs.
one lac per meeting of the Board or Committee or such amount as may be
prescribed by the Central Government from time to time. The sitting
fees for Independent Directors and Woman Directors shall not be less
than the sitting fee payable to other directors;
e) An Independent Director shall not be entitled to any stock option of
the Company;
f) Other employees of the Company shall be paid remuneration as per the
Company's HR policies. The break up of the pay scale and quantum of
perquisites including employer's contribution to PF, pension scheme,
medical expenses, etc. shall be as per the Company's HR policy.
The Company shall reimburse actual expenditure incurred by the
Directors in the performance of their duties as per the rules and
policies of the Company.
Remuneration of other employees shall be reviewed/ decided on an annual
basis or earlier if deemed necessary, based on performance appraisal of
individual employees taking into account several factors such as job
profile, qualifications, seniority, experience, commitment including
time commitment, performance and their roles and duties in the
organisation.
g) The age, term of appointment and retirement of Managing
Director/Whole-time Director shall be determined in accordance with the
provisions of Companies Act, 2013 read with Rules made thereunder;
h) Managing Director/Whole-time Director and Key Managerial Personnel
shall be paid the remuneration within the overall limit prescribed
under the Companies Act, 201 3 and the Rules made thereunder as
recommended by the Nomination and Remuneration Committee subject to the
approval of the Board;
i) The Company shall provide suitable training to Independent Directors
to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the
company operates, business model of the Company, etc.;
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. During the year, the Company had not entered into
any contract/ arrangement/transaction with related parties which could
be considered material in accordance with the policy of the Company on
materiality of related party transaction.
The policy on Related Party Transactions and dealing with Related Party
Transactions as approved by the Board may be accessed on the Company's
website at http://jppowerventures.com/index.php/policies.
The details of Related Party Transactions as required under Accounting
Standard-18 are provided in the accompanying financial statements
forming part of this Annual Report. Form AOC-2 pursuant to Section 134
(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out as "Annexure-B" to this Report.
10. US$ 200 MILLION FCCBs
The Company issued 5% Foreign Currency Convertible Bonds (FCCBs)
aggregating to US$ 200 million on 12th February, 2010 which were due
for redemption on 13th February, 2015. No conversion of bonds into
equity shares had taken place upto 13th February, 2015.
The Company entered into a Standstill and Voting Agreement on 3rd
March, 2015 with the Bondholders for reschedulement of FCCBs which was
subsequently approved by the Bondholders of 93.48% of outstanding
principal amount of Bonds and also by Reserve Bank of India. The
details in respect of the reschedulement are given in the Notes to the
Financial Statements.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts which may impact the going concern status of the
Company and its future operations.
12. AUDITORS
12.1 Statutory Auditors
As the members are aware in accordance with the provisions of Section
139 of the Companies Act, 2013 and the Rules made thereunder, M/s. R.
Nagpal Associates, Chartered Accountants (Firm Registration No.
002626N), were appointed as Statutory Auditors of the Company in the
last Annual General Meeting (AGM) for a period of three consecutive
years till the conclusion of Twenty Second AGM of the Company to be
held in the year 2017. The appointment of Statutory Auditors has to be
ratified at every AGM. The Statutory Auditors, being eligible, offer
themselves for re-appointment. The Company has obtained a written
consent and a certificate from the Statutory Auditors to the effect
that their re-appointment, if made, would be in accordance with the
conditions as may be prescribed and they fulfill the criteria laid down
in Section 141 of the Companies Act, 2013.
Based on the recommendations of the Audit Committee, the Board has
recommended the ratification of appointment of M/s. R. Nagpal
Associates, Chartered Accountants as Statutory Auditors of the Company
to hold office till the conclusion of the Twenty Second Annual General
Meeting to be held in the year 2017, subject to ratification of their
appointment in every AGM.
12.2 Cost Auditors
For the financial year 2014-15, the Board of Directors of the Company
had re-appointed, on the recommendation of the Audit Committee, M/s.
Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as
Cost Auditors for auditing the Cost Accounts in respect of 'Generation,
transmission, distribution and supply of Electricity', other than for
Captive Generation' pertaining to various Power Plants of the Company.
The Cost Audit Report relating to the Power plants of the Company, for
the Financial Year ended 31st March, 2014 has been filed within due
date, with the Cost Audit Branch of the Ministry of Corporate Affairs.
The Cost Audit Report for the Financial Year 2014-15 will be filed
within the due date.
For the Financial Year 2015-16, the Board of Directors of the Company
have on the recommendation of Audit Committee, re-appointed M/s. Kabra
& Associates, Cost Accountants as Cost Auditors of the Company for
auditing the Cost Records relating to 'Generation, transmission,
distribution and supply of Electricity', other than for Captive
Generation and the Resolution for ratification of their remuneration
has been included in the Notice for ensuing Annual General Meeting.
12.3 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board on the recommendations of
the Audit Committee, has appointed M/s. SGS Associates, a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of
the Company for the financial year ended 31st March, 2016.
Secretarial Audit Report for the financial year ended on 31st March,
2015, issued by M/s. SGS Associates, Company Secretaries, in form MR-3
forms part of this report and marked as "Annexure-C".
The said report does not contain any qualification or observation
requiring explanation or comments from Board under section
134(3)(f)(ii) of the Companies Act, 2013.
13. AUDITORS' REPORT
The observation of Auditors' and Notes to the financial statements are
self- explanatory.
The Directors wish to state that the qualification of Statutory Auditors
in para (ix) to Annexure referred to in para 1 of their Report on the
stand-alone financial statements pertains to repayment of principal
amount of Loan and interest on loans. The Directors wish to state that
outstanding amount of loans from banks and financial institutions as
mentioned in current liabilities (current maturities of long term debts)
as at 31st March, 2015 includes repayment of principal amount of loans
overdue of Rs. 9300 lacs which was due for repayment on 31st March,
2015. Further, the interest of Rs. 13463 lacs on various loans for the
period February and March, 2015 was overdue for payment as on 31st
March, 2015. This was on account of general economic conditions which
lead to inordinate delay in realization of payments against sale of
power from power procurers. On the date of adoption of Accounts by the
Board of Directors, principal amount of loans overdue as above were
brought down to Rs. 5000 lacs, while interest overdue as above for
February and March, 2015 had been fully cleared.
The Directors further wish to state that the "Qualified Opinion" of the
Independent Auditors' Report on consolidated financial statements
pertains to wholly owned subsidiary of the Company i.e. Sangam Power
Generation Company Limited (SPGCL), incorporated for implementation of
Thermal Power project at Karchana, Distt. Allahabad (U.P) with 2 x 660
MW capacity. SPGCL had executed conveyance deeds in respect of the
land for the project but physical possession of the land could not be
handed over by the District Administration due to continuous agitation
by the local villagers. Despite various steps having been taken by
SPGCL for implementation of the project, no physical activity could be
started on the ground because of non-availability of the land for the
reasons beyond the control of SPGCL.
SPGCL is in correspondence with U.P. Power Corporation Limited and
State Government to close Power Purchase Agreement/ other agreements
and refund of amounts incurred by it and the matter is under
examination of the authorities. However, the management of SPGCL does
not expect any material adjustment in carrying value assets including
Capital Work in Progress. The Auditors were unable to comment on
whether any adjustment in carrying value of assets and liabilities were
to be made and its possible effects on SPGCL. However, the management
of SPGCL expects that the claims filed by SPGCL would be amicably
settled soon.
In reply to para relating to Emphasis of matter of their Report on
consolidated financial statements, it is stated here that since SPGCL
is lying dormant without any source of income, it could not appoint any
Key Managerial Personnel to meet the requirements of Companies Act,
2013.
14. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March, 2015 made under provisions of Section 92(3) of the Act is
attached as "Annexure-D" which forms part of this Report.
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company being an infrastructure Company, the provisions of Section
186 of the Companies Act, 2013 except for making investments are not
attracted. Particulars of investments are given in Note Nos. 15 & 18 to
the financial statements. However, particulars of loans given,
guarantees given and securities provided covered under the provisions
of Section 186 of the Companies Act, 2013 are given in the Notes to the
Financial Statements.
16. RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy
which inter-alia:
a) defines framework for identification, assessment, monitoring,
mitigation and reporting of risks; and
b) ensures that all the current and future material risk exposures are
identified, assessed, quantified, appropriately mitigated, minimized,
managed and critical risks which impact the achievement of Company's
objective or threatens its existence are periodically reviewed.
17. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3) (i) of the Companies Act, 2013, it is
reported that, except as disclosed elsewhere in this report, no
material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year
of the Company and date of this report.
18. CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility
(CSR), the Company has undertaken projects in the areas of promoting
education, employment oriented vocational training, healthcare, rural
area development, empowerment of women, environment sustainability etc.
These projects are in accordance with the activities covered under
Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as
"Annexure-E".
19. CORPORATE GOVERNANCE
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
also annexed.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Directors, based on the representation received from the
operating management, certification by CEO and CFO to the Board of
Directors and after due enquiry, confirm in respect of the Audited
Annual Accounts for the year ended 31st March, 2015 that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed and that there were no material departures;
b) the Directors had, in consultation with the Statutory Auditors,
selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company for
the year ended 31st March, 2015 and the profit of the Company for that
period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis;
e) the Directors had laid proper internal financial controls to be
followed and that such internal financial controls were adequate and
were operating effectively; and
f) Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws that such systems were adequate,
operating effectively and the same are being strengthened on continuous
basis from time to time.
21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in terms of the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board
and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement,
formulated Whistle Blower Policy and Vigil Mechanism for Directors and
employees under which protected disclosures can be made by a whistle
blower.
22. INTERNAL FINANCIAL CONTROL
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for insufficiency or
inadequacy of such controls.
The information about internal financial controls is set out in the
Management Discussion & Analysis Report which forms part of this
Report.
23. DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the details relating to deposits
as also requirement for furnishing of details of deposits which are not
in compliance with Chapter V of the Act is not applicable.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 ("the Act") read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said Rules
forms part of this Annual Report and is provided as "Annexure- F(I)" in
this report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as "Annexure- F(II)" to this Report.
25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 of the
Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as "Annexure-G".
26. ACKNOWLEDGEMENT
The Board places on record its sincere appreciation and gratitude to
various Departments and Undertakings of the Central Government, Govt.
of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh,
Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of
Meghalaya, HPSEB, UPPCL, MPPMCL, APTEL, CERC, HPERC, UPERC, MPERC,
Financial Institutions, Banks, Rating Agencies and other authorities
for their continued co-operation and support to the Company. The Board
sincerely acknowledges the faith and confidence reposed by the members
in the Company.
For and on behalf of the Board
MANOJGAUR
Place : Noida Chairman
Date : 30th May, 2015 [DIN: 00008480]
Mar 31, 2014
Dear Members
The Directors of your Company are pleased to present the Nineteenth
Annual Report together with the Audited Accounts of the Company for the
Year ended 31st March, 2014.
WORKING RESULTS
The working results of the Company for the year under report are as
under:
(Rs. in Crore)
Particulars Current Year Previous Year
31.03.2014 31.03.2013
Gross Revenue 2699.28 2231.52
Less: Rebate for prompt payments 24.51 22.75
2674.77 2208.77
Add: Other operating income 2.73 43.85
Add: Other Income 63.00 38.18
Total Income 2740.50 2290.80
Profit before Interest,
Depreciation & Taxation 1907.79 1797.09
Less: Interest 1447.68 1124.09
Less: Depreciation 446.59 323.89
13.52 349.11
Less: Exceptional items (Net) 0.08 -
Profit before tax 13.44 349.11
Less: Deferred Tax Charge/(reversal) (6.29) 19.89
Less: Previous Year Tax Adjustment - 0.07
Profit after Tax 19.73 329.15
OPERATIONS
Your Company is the largest Hydro Power generating Company in the
Private Sector in the country, currently operating three Hydro Power
Plants and one Thermal Power Plant, namely:
i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;
ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;
iii) 1091 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal
Pradesh; and
iv) 500 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh.
Your Company is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie
Super Thermal Power Project at Nigrie, Distt. Singrauli, Madhya
Pradesh.
To effectively use the fly ash from the Thermal Power Plant and to make
the plant environment friendly, a Cement Grinding Unit at Nigrie (M.P)
is being set up which is expected to be commissioned by August, 2014
(Line I) and July, 2015 (Line II) of 2 MTPA each.
The Plant Availability and Energy Generation of each of the Power
Plants for the Financial Year 2013-14 were as under:
Plants Plant Net Saleable
Availability Energy
(%) Generation
(MU)
Jaypee Baspa-II (300 MW) HEP 99.98 1178.41
Jaypee Vishnuprayag (400 MW) HEP 92.11* 1566.83**
Jaypee Karcham Wangtoo (1091 MW) HEP 99.76 4056.26
500 MW Jaypee Bina Thermal Power Plant 94.86 1416.47
* Deemed Plant Availability.
** Generation of Jaypee Vishnuprayag HEP was suspended since 16th June,
2013 due to Force Majeure event. During such period, capacity charges
and energy charges are admissible as per Power Purchase Agreement
(PPA).
** Generation of 1566.83 MUs includes deemed generation of 1186.98 MUs.
300 MW Jaypee Baspa-II Hydro Power Plant
The average tariff for Baspa-II Plant for the year under report, as per
the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated
6th September, 2012 and in accordance with the Power Purchase Agreement
(PPA) works out to Rs. 2.75 per unit. The total generation of energy
during the year was 1345.34 MUs including 12% free Power to State
Electricity Board/Government of Himachal Pradesh and also auxiliary
consumption/transformer losses. The Net Saleable Energy during the year
was 1178.41 MUs, out of which 1056.92 MUs was Primary Energy and 121.49
MUs was Secondary Energy.
400 MW Jaypee Vishnuprayag Hydro Power Plant
The average tariff during the year under report for 400 MW Vishnuprayag
Plant works out to Rs. 2.27 per unit. The total generation of energy
during the year was 1566.83 MUs (including 1186.98 MUs deemed
generation) out of which Primary Energy was 1545.88 MUs and Secondary
Energy was 20.95 MUs. Generation of 400 MW Jaypee Vishnuprayag H.E.P
was suspended since 16th June, 2013 due to Force Majeure event.
Generation of power resumed w.e.f. 12th April, 2014 (07:45 A.M.).
1091 MW Jaypee Karcham Wangtoo Hydro Power Plant
The average realization for the year under report works out to Rs. 3.04
per unit. The total generation of energy during the year was 4653.24
MUs including 596.98 MUs free Power to State Government and also
auxiliary consumption/transformer losses. The Net Saleable Energy was
4056.26 MUs.
The performance of the Company''s operative Hydro Power Plants, their
plant availability and the Energy Generation during the year under
report was satisfactory.
500 MW JAYPEE BINA THERMAL POWER PLANT
The Directors of your Company are pleased to report that two units of
250 MW each of coal based Jaypee Bina Thermal Power Plant located at
Village Sirchopi, Distt. Sagar (M.P) have been fully commissioned.
Based on the tariff petition filed by the Company, MPERC has approved
provisional tariff for Unit-I on 12th December, 2012 and for Unit-II on
29th June, 2013.
Your Company is supplying 70% of the installed capacity on long- term
basis to Govt. of Madhya Pradesh/Madhya Pradesh Power Management
Company Ltd., in terms of the Power Purchase Agreement executed with
them and balance of installed capacity is being sold as merchant power.
The plant performance of 500 MW Jaypee Bina Thermal Power Plant from
1st April, 2013 to 31st March, 2014 was as under:
Million units
Actual Generation
FY 2013-14 Gross Net Aux % PLF % PAF %
Saleable
Total 2013-14 1562.64 1416.47 9.35 36.31 94.86
(Cumulative)
AWARD
Your Company was conferred with the following "National Awards for the
Meritorious Performance in the Power Sector" by Hon''ble Union Minister
of State for Power (Independent Charge), Shri Jyotiraditya M. Scindia
on 4th February, 2014.
1. Gold Shield for the year 2012-13 for Baspa-II Hydro Electric plant
in the category of ''Performance of Hydro Power Stations'';
2. Gold Shield for the year 2011-12 for Baspa-II Hydro Electric plant
in the category of ''Performance of Hydro Power Stations'';
3. Gold Shield for the year 2011-12 for Unit-IV of Karcham Wangtoo
Hydro Electric plant in the category of ''Early completion of Hydro
Power Projects; and
4. Silver Shield for the year 2011-12 for Unit-II of Karcham Wangtoo
Hydro Electric plant in the category of ''Early completion of Hydro
Power Projects''.
1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PLANT
The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal
Power Project at Nigrie, Distt. Singrauli in Madhya Pradesh is
progressing satisfactorily to achieve commissioning of first unit in
August, 2014 and second unit in December, 2014. Steam Generator and
Steam Turbine Generator have been supplied by L&T- MHI Boilers Private
Limited and Larsen & Toubro Limited. All major statutory approvals are
in place. Entire requirement of 5 Million MTPA coal for the Project
will be met from dedicated coal mines at Amelia (North) and Dongri
Tal-II.
As the members are already aware, the Financial Closure of the Project
has already been achieved. As on 31st March, 2014, Project Cost has
been re-appraised at Rs. 10450 crore by ICICI Bank acting as the
Facility Agent and the entire additional debt had been underwritten by
them.
For 400 kV D/C Transmission Line, Forest Clearance, including approval
of Hon''ble Supreme Court of India for Wild Life Son- Ghariyal Sanctuary
has been obtained. The Line profile of entire 161 kms route has been
completed. Approval for the energisation of 400 kV Bays at Satna
Substation has been received from Central Electricity Authority (CEA).
The overall progress of implementation of the Project continues to be
satisfactory to achieve the Target COD. First unit of the Project has
been successfully synchronised with the grid on 7th May, 2014.
As on 30th June, 2014, an amount of approximately Rs. 9809 crore had
been incurred on the Project.
4 MTPA CEMENT GRINDING UNIT
The Directors wish to report that the Company is implementing 4 MTPA
Cement Grinding Unit at Nigrie, Distt. Singrauli in Madhya Pradesh with
its Project Cost estimated at Rs. 550 crore. An expenditure of
approximately Rs. 253 crore had been incurred till 30th June, 2014.
The statutory approvals required for the current stage of the Project
have been obtained. The Work Order related to the Railway Siding has
been awarded and the work is under progress. Civil works of the Project
are progressing satisfactorily and orders for main machinery and for
BoP packages have been placed for Line-I & II.
VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/CERs)
As already reported, 1091 MW Jaypee Karcham Hydro Power Plant Electric
Project has already been registered by UNFCCC as a CDM Project w.e.f
12th April, 2012 for ten years. Action for issuance of CERs for the
first period from 12th April, 2012 to 31st July, 2012 is in progress.
The Project has been validated and verified for issue of 21,36,881
tonnes of VERs for the period from 13th May, 2011 to 11th April, 2012.
Final Report on Compliance with World Commission on Dams (WCD)
Recommendations was issued by TUV NORD JI/ CDM Certification Programme,
Germany on 21st March, 2014.
Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee
Vishnuprayag Hydro Power Plant are as under:
No. of VERs sold Amount realized (Rs. in crore)
Baspa 34,79,664 28.95
Vishnuprayag 94,90,684 213.24
DIVIDEND
In order to conserve resources for meeting the Company''s expansion
plans/investment in subsidiaries executing Power projects, the
Directors of your Company express their inability to recommend any
dividend for the Financial Year 2013-14.
PROPOSED DIVESTMENT OF HYDRO POWER PROJECTS
With a view to deleverage the Company''s Balance Sheet and also to
enhance Shareholders'' value, the Board in its meeting held on 1st
March, 2014 approved a Scheme of Arrangement, subject to statutory and
regulatory approvals and sanction of the Scheme by the relevant High
Court, for hiving off 300 MW Baspa-II HEP and 1091 MW Karcham Wangtoo
HEP to two separate wholly owned subsidiaries and eventual transfer of
ownership of the said wholly owned subsidiaries to a consortium led by
TAQA India Power Ventures Private Limited (TAQA). However, the Company
has received a notice from TAQA in July, 2014 intimating their
withdrawal from the said transaction as a result of a change in the
business strategy and priorities of their group. With withdrawal of
TAQA, the Acquisition Agreement dated 1st March, 2014 automatically
stands terminated. Further, this withdrawal makes TAQA liable to make
payment of break fee of US $ 9 million in terms of the said Agreement
for which necessary notice has been issued to TAQA.
However, your Company in line with publically stated policy of Jaypee
Group, remains focused and committed on reduction of debt through sale
of some of its assets, to deleverage its Balance Sheet and enhance
Shareholders'' value.
SUBSIDIARY COMPANIES
The Company has following subsidiaries :
i) Jaypee Powergrid Limited;
ii) Jaypee Arunachal Power Limited;
iii) Prayagraj Power Generation Company Limited;
iv) Sangam Power Generation Company Limited;
v) Jaypee Meghalaya Power Limited;
vi) Himachal Baspa Power Company Limited;
vii) Himachal Karcham Power Company Limited.
Status of the Projects implemented/being implemented through aforesaid
subsidiaries is summarised below:
i) Jaypee Powergrid Limited (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
Ventures Limited and Power Grid Corporation of India Limited (a Central
Government Power Utility Undertaking) has set up 217 kms. long 400 kV
Quad Bundle Conductor Double Circuit Transmission Line for evacuation
of Power from the pothead yard of 1091 MW Karcham Wangtoo Plant in the
State of Himachal Pradesh to Abdullapur in the State of Haryana and
LILO with the existing Baspa-Jhakri Double circuit line.
The cumulative availability of transmission system for FY 2013- 14 was
99.97%.
During the Financial Year 2013-14, JPL earned an aggregate transmission
tariff of Rs. 196.89 crore. JPL declared two interim dividends
aggregating to 12% during FY 2013-14 and paid dividend of Rs. 26.64
crore to the Company. JPL has further declared final dividend @ 3.50%
for the said financial year. Accordingly, the total dividend shall be
15.50% during FY 2013-14.
ii) Prayagraj Power Generation Company Limited (PPGCL)
Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh
Power Corporation Limited through competitive bidding process, is
implementing 1980 MW (3x660 MW) Thermal Power Project (with permission
to add two additional generation units of 660MW each) in Tehsil Bara of
District Allahabad, Uttar Pradesh.
Fuel Supply Agreement between PPGCL & Northern Coalfields Limited has
been executed on 29th August, 2013, for Phase-I. All
Statutory/Regulatory approvals required for the current stage of the
Project are in place. Financial Closure has already been achieved and
for the revised project costs, steps are being taken to fund the
additional financial assistance.
The supplies from BHEL for Boiler, Turbine and Generator for Phase-I of
the Project are in progress. All major packages have been awarded.
Supply of materials is in progress. The progress on the implementation
of the Project is satisfactory.
An expenditure of approximately Rs. 9372 crore has been incurred on the
implementation of the Project upto 30th June, 2014.
iii) Jaypee Arunachal Power Limited (JAPL)
Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
Company is implementing 2700 MW Lower Siang and 500 MW Hirong H.E.
Projects in the State of Arunachal Pradesh. Your Company alongwith its
associates will ultimately hold 89% of the Equity of JAPL and the
balance 11% will be held by the Government of Arunachal Pradesh.
As already reported, for the 2700 MW Lower Siang Hydro- Electric
Project, CEA approval was obtained in February, 2010 and revalidation
of DPR is in process with CEA. Land acquisition is in progress.
In-principle Approval has been granted and Power Purchase Agreements
(PPAs) are to be submitted for final approval with respect to the grant
of Mega Power status of the project. Draft Rehabilitation &
Resettlement Plan has been submitted to the State Government.
For 500 MW Hirong Hydro Power Project, CEA has accorded Techno-Economic
Concurrence on 10th April, 2013. For the Environmental/Forest Clearance
of the Project, the EIA & EMP Reports have been submitted to MoEF An
aggregate amount of approximately Rs. 228 crore has been spent on the
Projects upto 30th June, 2014.
iv) Sangam Power Generation Company Limited (SPGCL)
Sangam Power Generation Company Limited was acquired from Uttar Pradesh
Power Corporation Limited (UPPCL) through competitive bidding process,
for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in
Tehsil Karchana of District Allahabad, Uttar Pradesh.
SPGCL executed Deed of Conveyance with Uttar Pradesh Power Corporation
Limited (UPPCL) but the district administration could not hand over
physical possession of land to the Company due to local villagers
agitation. As such, no physical activity could be started on the
ground.
SPGCL has written to UPPCL and all procurers that the Power Purchase
Agreement is rendered void and cannot be enforced. As such, the
Company''s claims be settled amicably for closing the agreement(s).
Necessary supporting documents in support of the Company''s claim have
been furnished to UPPCL which is under their review.
v) Jaypee Meghalaya Power Limited (JMPL)
Jaypee Meghalaya Power Limited was incorporated by your Company as its
wholly-owned subsidiary to implement two Hydro-electric Projects i.e.
270 MW Umngot H.E.P in the Umngot River Basin and 450 MW Kynshi-II
H.E.P in the Kynshi River Basin both in Meghalaya on BOOT (Build, Own,
Operate and Transfer) basis. Your Company alongwith its associates will
ultimately hold 74% of the Equity of JMPL and the balance 26% will be
held by the Government of Meghalaya.
As already reported, with respect to 450 MW Kynshi-II H.E.P, the field
work of survey & investigation and EIA studies have already been
completed. Drilling and drifting in Power house area have been
completed. The revised proposal with involvement of lesser forest area
has been submitted to the State Government and Ministry of Environment
and Forest. The control levels i.e. FRL & TWL have been approved by the
State Government. Approval of CEA has been accorded to the water
availability series for power potential studies.
With respect to 270 MW Umngot H.E.P the State Government has advised
that the project will not be operationalized as per MoA till further
orders. The matter is being pursued with the State Government for
permission to resume the works.
An expenditure of approximately Rs. 8.50 crore has been incurred on the
Projects upto 30th June, 2014.
vi) Himachal Baspa Power Company Limited (HBPCL)
vii) Himachal Karcham Power Company Limited (HKPCL)
The above named wholly-owned subsidiaries were incorporated on 14th
March, 2014, and the Certificate of Commencement of business were
obtained on 24th March, 2014.
These companies were incorporated as a sequel to the proposed
transaction of divestment of Baspa-II & Karcham Wangtoo Hydro Power
Projects, as mentioned hereinbefore.
CONSOLIDATED FINANCIAL STATEMENTS
A statement under Section 212 of the Companies Act, 1956 in respect of
the subsidiaries of the Company is annexed and forms an integral part
of the Annual Accounts. The consolidated financial statements of the
Company and its subsidiary companies are prepared in accordance with
the Accounting Standard (AS-21) "Consolidated Financial Statements"
prescribed by the Institute of Chartered Accountants of India, forms
part of the Annual Report.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, a general exemption has
been granted by the Central Government for not attaching the Balance
Sheets of the subsidiary companies, as was required under the
provisions of Section 212 of the Companies Act, 1956, provided certain
conditions as mentioned in the above said circular are fulfilled, which
are as under:
i. The Company shall present in the Annual Report the consolidated
financial statements of holding company and all subsidiaries duly
audited by its Statutory Auditors;
ii. The Consolidated Financial Statements shall be prepared in strict
compliance with applicable Accounting Standards and, where applicable,
the Listing Agreements as prescribed by the Securities and Exchange
Board of India; and
iii. The Company shall disclose in the consolidated Balance Sheet, the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries:- (a) capital (b) reserves
(c) total assets (d) total liabilities (e) details of investment
(except in case of investment in the subsidiaries) (f) turnover (g)
profit before taxation (h) provision for taxation (i) profit after
taxation (j) proposed dividend.
The Board in its meeting held on 17th May, 2014 had consented for not
attaching the Balance Sheets in respect of the subsidiaries of the
Company. Accordingly, the requisite information for each subsidiary has
been disclosed. The Annual accounts of the subsidiary companies and the
related detailed information will be made available to the
Shareholders/Investors of the Company/subsidiary companies seeking such
information.
The Annual Accounts of the Company will also be kept for inspection by
the Shareholders in the Company''s Corporate Office and also that of the
subsidiaries. The Company has also uploaded the details of the accounts
of individual subsidiary companies on its website i.e.
www.jppowerventures.com. The Directors of your Company are of the
opinion that the subsidiaries of your Company have bright future.
DIRECTORATE
During the year under Report, Shri B.K. Taparia ceased to be Director
of the Company w.e.f. 5th September, 2013, due to his sad demise in an
accident.
The Board places on record its appreciation for the invaluable
contribution of late Shri B.K. Taparia during his tenure of over nine
years as Director of the Company and also pays rich tributes to his
humane qualities.
Shri S.D. Nailwal and Ms. Sunita Joshi were co-opted on the Board as
additional Directors of the Company with effect from 17th May, 2014.
Their appointment/confirmation as Director has been included in the
Notice convening the ensuing Annual General Meeting.
Shri R.K. Narang and Shri Suresh Chandra resigned as Director/
Whole-time Director with effect from 27th June, 2014 and 30th June,
2014 respectively, due to personal reasons. Dr. R.L. Gupta resigned
from the office of Non-Executive Director with effect from 23rd July,
2014 for the personal reasons. The Board places on record its
appreciation for the valuable contributions of Shri R.K. Narang, Shri
Suresh Chandra and Dr. R.L. Gupta during the tenure of their respective
offices on the Board of the Company.
In accordance with the provisions of Section 149 of the Companies Act,
2013 and Clause 49 of the Listing Agreement with the Stock Exchanges,
Shri R.N. Bhardwaj, Shri B.B. Tandon, Shri A.K. Goswami, Shri S.S.
Gupta, Shri S.C. Bhargava and Dr.J.N. Gupta are proposed to be
appointed as Independent Directors, for a term of three successive
years from 20th September, 2014 to 19th September, 2017. The
resolutions in respect of appointment of each of such Independent
Directors have been included in the notice convening ensuing Annual
General Meeting.
Shri Sunil Kumar Sharma, Shri D.P Goyal and Shri G.P Gaur, Directors
would retire by rotation at the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment.
CORPORATE GOVERNANCE
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A Certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
also annexed.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the operating
management, certification by the CEO and CFO to the Board of Directors
and after due enquiry, confirm that in respect of the Audited Annual
Accounts for the year ended 31st March, 2014:
i) that in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed and that there were no material
departures;
ii) that the Directors had, in consultation with the Statutory
Auditors, selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended 31st March, 2014 and the profit of the
Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate Accounting Records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that the Directors had prepared the Annual Accounts on a going
concern basis.
DEPOSITS
The Company did not invite/accept any Fixed Deposits from the Public
during the year under report.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended vide Companies (Particulars of
Employees) (Amendment) Rules, 2011 is annexed to this Report and forms
integral part of this Report.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of Energy, Technology Absorption
and Foreign Exchange earnings and outgo, as per Section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 for the
year ended 31st March, 2014, are annexed and form an integral part of
this Report.
AUDITORS'' REPORT
The Auditors'' Report to the Shareholders on the Accounts of the Company
for the Financial Year ended 31st March, 2014 does not contain any
qualification.
The observations of Auditors'' and Notes to the Financial statements are
self- explanatory.
STATUTORY AUDITORS
M/s. R. Nagpal Associates, Chartered Accountants (Firm Registration No.
002626N), Statutory Auditors of the Company shall retire at the
conclusion of the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment.
As required under the provisions of Section 139 of the Companies Act,
2013, the Company has obtained a written consent and a certificate from
the Statutory Auditors to the effect that their re- appointment, if
made, would be in accordance with the conditions as may be prescribed
and they fulfill the criteria laid down in Section 141 of the Companies
Act, 2013.
Based on the recommendations of the Audit Committee, the Board has
recommended the appointment of M/s. R. Nagpal Associates, Chartered
Accountants as Statutory Auditors of the Company for a period of three
consecutive years to hold office from the commencement of this Annual
General Meeting (AGM) till the conclusion of the Twenty Second Annual
General Meeting to be held in the year 2017, subject to ratification of
their appointment in every AGM.
COST AUDITORS
For the financial year 2013-14, the Board of Directors of the Company
had re-appointed, on the recommendation of the Audit Committee, M/s.
Kabra & Associates, Cost Accountants (Firm Registration No. 0075) as
Cost Auditors for auditing the Cost Accounts in respect of
''Electricity'' pertaining to various Power Plants of the Company. Their
appointment was approved by the Central Government. In terms of the
Companies (Cost Audit Report) Rules, 2011, the Cost Audit Report
relating to Power plants of the Company, for the Financial Year ended
31st March, 2013 has been filed within due date, with the Cost Audit
Branch of the Ministry of Corporate Affairs. The Cost Audit Report for
the Financial Year 2013-14 will be filed within the due date.
For the Financial Year 2014-15, the Board of Directors of the Company
have on the recommendation of Audit Committee, re-appointed M/s. Kabra
& Associates, Cost Auditors of the Company for auditing the Cost
Records relating to the product ''Electricity''.
EMPLOYEE RELATIONS
The Employee relations continued to be co-ordial. The Directors wish to
place on record their sincere appreciation for the contribution of the
employees of the Company at all levels.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation and gratitude to
various Departments and Undertakings of the Central Government, Govt.
of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh,
Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of
Meghalaya, HPSEB, UPPCL, MPPMCL, APTEL, CERC, HPERC, UPERC, MPERC,
Financial Institutions, Banks, Rating Agencies and other authorities
for their continued co-operation and support to the Company.
The Board sincerely acknowledges the faith and confidence reposed by
the Shareholders in the Company.
On behalf of the Board
MANOJ GAUR
Place : Noida Chairman
Date : 26th July, 2014 (DIN - 00008480)
Mar 31, 2013
To The Members,
The Directors of your Company are pleased to present the Eighteenth
Annual Report together with the Audited Accounts of the Company for the
Year ended 31st March, 2013.
WORKING RESULTS
The working results of the Company for the year under report are as
under :
(Rs. in Crores)
Particulars Current Year Previous Year
31.03.2013 31.03.2012
Gross Revenue 2,231.52 1,591.40
Less: Rebate for prompt payments 22.75 15.71
2,208.77 1,575.69
Add: Sale of VERs 43.81 39.87
Add: Other Income 38.22 70.74
Total Income 2,290.80 1,686.30
Profit before Interest, Depreciation
& Taxation 1,797.09 1,552.49
Less : Interest 1,124.09 859.45
Less : Depreciation 323.89 230.05
349.11 462.99
Less: Tax Expense* - -
Less: Deferred Tax Charge 19.89 61.28
Less/(Add): Previous Year Tax Adjustment 0.07 (1.24)
Profit after Taxation 329.15 402.95
*Current year Tax (MAT) Rs.69.85 crores (previous year Rs.92.65 crores)
has been adjusted against MAT credit entitlement as per revised
Schedule VI.
OPERATIONS
Your Company now has three operative Hydro Power Plants, and one
operative Thermal Power Plant namely:
i) 300 MW Jaypee Baspa-II Hydro Power Plant in Himachal Pradesh;
ii) 400 MW Jaypee Vishnuprayag Hydro Power Plant in Uttarakhand;
iii) 1000 MW Jaypee Karcham Wangtoo Hydro Power Plant in Himachal
Pradesh; and
iv) 500 MW - (Phase I of 1200 MW) Jaypee Bina Thermal Power Plant in
Madhya Pradesh.
Your Company is also implementing 1320 MW (2 x 660 MW) Jaypee Nigrie
Super Thermal Power Project in Nigrie, Distt. Singrauli, Madhya
Pradesh.
The Plant Availability and Energy Generation of each of the Hydro Power
Plants for the Financial Year 2012-13 were as under:
Plants Plant Net Saleable
Availability Energy
(%) Generation
(Million Units)
Jaypee BASPA-II (300 MW) 99.87 1,073.01
Jaypee Vishnuprayag (400 MW) 98.81 1,628.46
Jaypee Karcham Wangtoo (1000MW) 86.12 3,541.76
300 MW Jaypee Baspa-II Hydro Power Plant
The average tariff for Baspa-II Plant for the year under report, as per
the Multi Year Tariff (MYT) Order dated 15th July, 2011 and Order dated
6th September, 2012 and in accordance with the Power Purchase Agreement
(PPA), works out to be Rs.2.70 per unit. The total generation of the
energy during the year was 1239.70 MUs including 12% Free Power to
State Electricity Board/Government of Himachal Pradesh and also
auxiliary consumption/transformer losses. The Net Saleable Energy
during the year was 1073.01 MUs, out of which 1050.06 MUs was Primary
Energy and 22.95 MUs was Secondary Energy.
400 MW Jaypee Vishnuprayag Hydro Power Plant
The average tariff for the year under report for 400 MW Vishnuprayag
Plant works out to Rs. 2.56 per unit. The total generation of energy
during the year was 1877.35 MUs including 12% free Power to State
Government and also auxiliary consumption/ transformer losses. The Net
Saleable Energy was 1628.46 MUs out of which Saleable Primary Energy
was 1545.87 MUs and saleable Secondary Energy was 82.59 MUs.
1000 MW Jaypee Karcham Wangtoo Hydro Power Plant
The average tariff for the year under report works out to be Rs.3.63
per unit. The total generation of energy during the year was 4056.74
MUs including 12% free Power to State Government and also auxiliary
consumption/transformer losses. The Net Saleable Energy was 3541.76
MUs.
The performance of the Company''s operative Hydro Power Plants, their
plant availability and the Energy Generation during the year under
report was satisfactory. The operations during the current year were
impacted on account of, (i) Lower water availability due to extended
winter, in respect of hydro power plants, namely Baspa- II,
Vishnuprayag and Karcham waangtoo, (ii) Karcham Wangtoo Hydro Power
Plant after one year of successful operation, coinciding with winter
season was closed for routine inspection and regular maintenance from
21st December, 2012 to 7th February, 2013 (iii) Vishnuprayag Hydro
Power Plant was closed due to maintenance work undertaken by UPPCL in a
section of transmission line between Vishnuprayag and Muzaffarnagar
from 11th December, 2012 to 22nd January, 2013.
The profitability of the Company was also affected because of
transmission charges for evacuation of power of Karcham Wangtoo Hydro
Power Plant. Since the transmission system from Wangtoo to Abdullapur
developed by Jaypee Powergrid Limited (JPL), a subsidiary of the
Company was commissioned w.e.f. 1st April, 2012, the long term open
access (LTOA) charges in respect of Karcham Wangtoo Hydro Power Plant
became payable by the Company from the said date. LTOA from M/s PTC
India Limited got transferred to the Company in January, 2013, LTOA
charges became payable in current year. In the previous year, LTOA
charges were not payable as the transmission line of JPL was under
construction.
500 MW- Phase I (of 1200MW) Jaypee Bina Thermal Power Plant
The Directors of your Company are pleased to report that Phase I
comprising of two units of 250 MW each of coal based Jaypee Bina
Thermal Power Plant located at Village Sirchopi, Distt. Sagar (M.P) has
been fully commissioned. Unit I of 250 MW was commissioned on 31st
August, 2012 and Unit II of 250 MW was commissioned on 7th April, 2013.
Your Company is supplying 70% of the installed capacity for Phase-I on
long term basis, to Govt. of Madhya Pradesh / Madhya Pradesh Power
Management Company Ltd. in terms of the Power Purchase Agreement
executed with them and balance of installed capacity is being sold on
merchant power basis.
The plant performance of - Unit I (250MW) from August, 2012 to March,
2013 was as under :
Million units
FY 2012-13 Actual Generation
Gross Net Saleable Aux % PLF % PAF %
Total 2012-13
(Cumulative) 441.841 396.29 10.31% 34.57% 67.62%
The Directors wish to report that during the current year the
depreciation and interest are charged on 61% (approx.) of the cost,
capitalized as per Accounting Standard issued by ICAI, whereas the
revenue realized is based upon the provisional tariff order of MPERC
for the first unit of 250 MW which allows 50% of the cost incurred.
AWARD
The Company has been awarded Certificate of Merit ''For Most Admired
Emerging Infrastructure Company in Power'' at the 5th
KPMG-Infrastructure Today Awards, 2013.
1320 MW Jaypee Nigrie Super Thermal Power Plant
The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal
Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is
progressing satisfactorily to achieve commissioning of both the units
in the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited
for Boiler, Steam Turbine and Generator are being timely received. All
major statutory approvals required at the current stage of the project
are in place. Entire requirement of 5 Million MTPA coal for the project
will be met through Amelia (North) and Dongri Tal-II Coal Blocks.
As the members are aware, the Financial Closure of the project has
already been achieved. As on 31st March, 2013, an amount of approx.
Rs.7,737 crores was incurred on the implementation of Project.
DIVERSIFICATION TO SET-UP CEMENT GRINDING UNITS
It was reported last year that the Company had decided to diversify its
operations by setting up Cement Grinding Units at Nigrie (4 MTPA) and
Bina (2MTPA) to optimally utilize the fly ash to be generated by
Company''s thermal power plants.
The Directors wish to report that Company''s 4MTPA Cement Grinding
Unit at Nigrie, Distt.Singrauli in Madhya Pradesh is estimated to cost
Rs.530 crores. In principle approval for the tie up of entire debt has
been arranged. Some of statutory approvals like MOEF clearance & RTC
approval for Railway siding have already been obtained and rest of the
approvals are under process. Civil works of the Project are progressing
satisfactorily and orders for main machinery and for majority of BOP
packages have been placed. First line of Grinding Unit is expected to
be commissioned by March, 2014 and second line by June, 2014.
VERIFIED/CERTIFIED EMMISSION REDUCTIONS (VERs/CERs)
We are pleased to inform that 1000 MW Jaypee Karcham Hydro Power Plant
has been registered by UNFCCC as a CDM project w.e.f. 12th April, 2012
for ten years upto 11th April, 2022. The process for issuance of CERs
for the first period from 12th April, 2012 to 31st July, 2012 is in
progress.
Details regarding VERs of Jaypee Baspa-II Hydro Power Plant and Jaypee
Vishnuprayag Hydro Power Plant are as under :
Period No. of VERs sold Amount
realized
(Rs. in
crores)
Baspa Upto FY 2012 21,03,515 26.30
FY 2012-13 9,31,149 1.95
Total 30,34,664 28.25
Vishnuprayag Upto FY 2012 81,87,173 181.20
FY 2012-13 13,03,511 41.85
Total 94,90,684 223.05
SHARE CAPITAL
During the year the Company has raised an amount of approx Rs. 950
crores through Placement of 31,32,45,961 equity shares of Rs.10/- each
at a premium of Rs.20.33 per share to Qualified institutional Buyers.
Consequently, the issued subscribed and paid up share capital of the
Company has increased from Rs. 2,624.75 crores to Rs.2,938 crores.
DIVIDEND
In order to conserve resources for meeting the Company''s expansion
plans/investment in subsidiaries executing Power Projects, the
Directors of your Company express their inability to recommend any
dividend for the Financial Year 2012-13.
SUBSIDIARY COMPANIES
The Company has following subsidiaries:
i) Jaypee Powergrid Limited
ii) Prayagraj Power Generation Company Limited
iii) Jaypee Arunachal Power Limited
iv) Sangam Power Generation Company Limited
v) Jaypee Meghalaya Power Limited
Status of the projects implemented/being implemented through aforesaid
subsidiaries is summarised below:
i) Jaypee Powergrid Limited (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
Ventures Limited and Power Grid Corporation of India Limited (a Central
Government Power Utility Undertaking) has set up 213 Km long 400 Kv
Quad Bundle Conductor Double Circuit Transmission Line for evacuation
of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant in the
State of Himachal Pradesh to Abdullapur in the State of Haryana and
also LILO with the existing Baspa-Jhakri Double circuit line.
Transmission system has been put under commercial operations w.e.f. 1st
April, 2012. Capitalised value of tangible assets as on 31st March,
2013 aggregated to Rs.995.98 crores.
The cumulative availability of transmission system for FY 2012-13 was
99.69%.
During the Financial Year 2012-13, JPL earned aggregate transmission
tariff of Rs.206.05 crores, against which Rs.155.04 crores have been
received as on date and the balance of Rs.51.01 crores is expected to
be received shortly.
ii) Prayagraj Power Generation Company Limited (PPGCL)
Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh
Power Corporation Limited through competitive bidding process, is
implementing 1980 MW Thermal Power Project (with approval to add two
additional units of 660MW each) in Tehsil Bara of district Allahabad,
Uttar Pradesh.
All Statutory/Regulatory approvals required for the project are in
place. Financial Closure has been achieved. The supplies from BHEL for
Boiler, Turbine and Generator are in progress and the progress on the
implementation of project is satisfactory.
An expenditure of approx. Rs.6,394 crores has been incurred on the
implementation of the project till 31st March, 2013.
iii) Jaypee Arunachal Power Limited (JAPL)
Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E.
Projects in the State of Arunachal Pradesh. Your Company alongwith its
associates will ultimately hold 89% of the Equity of JAPL and the
balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro Power Project, CEA approval was
obtained in February, 2010 and revalidation of DPR is in process with
Central Electricity Authority (CEA). Land acquisition is in progress.
Seismic data upto 31st March, 2013 has been collected and clearance
from the Ministry of Environment and Forest is in process.
For 500 MW Hirong Hydro Power Project, CEA has accorded Techno
-Economic Concurrence on 10th April 2013. The Environmental/ Forest
Clearance for the project is yet to be accorded.
As on 31st March, 2013 an aggregate amount of approx. Rs.228 crores has
been spent on the aforesaid two projects.
iv) Sangam Power Generation Company Limited (SPGCL)
Sangam Power Generation Company Limited was acquired from Uttar Pradesh
Power Corporation Limited (UPPCL) through competitive bidding process,
for the implementation of 1980 MW (3 x 660 MW) Thermal Power Project in
Tehsil Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed
of land was executed but physical possession is yet to be taken. As
reported last year Hon''ble High Court of judicature at Allahabad has
quashed the notification issued by Uttar Pradesh State Government for
acquisition of land for the project subject to the deposit of
compensation, received by the land owners. We have approached UPPCL for
amicable settlement for closing the agreement(s) and payment of dues
with UPPCL and the matter is under discussion.
v) Jaypee Meghalaya Power Limited (JMPL)
Jaypee Meghalaya Power Limited was incorporated by your Company as its
wholly owned subsidiary to implement 270 MW Umngot H.E.P in the Umngot
River Basin of Meghalaya and 450 MW Kynshi-II H.E.P in the Kynshi River
Basin on BOOT (Build, Own, Operate and Transfer) basis. Your Company
alongwith its associates will ultimately hold 74% of the equity of JMPL
and the balance 26% will be held by the Government of Meghalaya.
The field work of survey & investigation and EIA studies have been
completed. The revised proposal for Kynshi-II HEP with involvement of
lesser forest area has been submitted to State Government and Ministry
of Environment and Forest. The control levels i.e. FRL & TWL for
Kynshi-II Project have been approved by State Government. Approval of
Central Electricity Authority has been accorded to the water
availability series for power potential studies.
As on 31st March, 2013, an aggregate amount of approx. Rs.8.50 crores
has been spent on the projects.
CONSOLIDATED FINANCIAL STATEMENTS
A statement under Section 212 of the Companies Act, 1956 in respect of
the subsidiaries of the Company is annexed and forms an integral part
of the Annual Accounts. The consolidated financial statements of the
Company and its subsidiary companies are prepared in accordance with
Accounting Standards (AS-21) "Consolidated Financial Statements"
prescribed by the Institute of Chartered Accountants of India, form
part of the Annual Report.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by Ministry of Corporate Affairs, a general exemption has been
granted by the Central Government for not attaching the Balance Sheets
of the subsidiary companies, as was required under the provisions of
Section 212 of the Companies Act, 1956 provided certain conditions as
mentioned in the above said circular are fulfilled, which are as
under:-
i. The Company shall present in the Annual Report the consolidated
financial statements of holding company and all subsidiaries duly
audited by its Statutory Auditors;
ii. The Consolidated Financial Statements shall be prepared in strict
compliance with applicable Accounting Standards and where applicable,
Listing Agreement as prescribed by the Securities and Exchange Board of
India; and
iii. The Company shall disclose in the consolidated Balance Sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries:- (a) capital (b) reserves
(c) total assets (d) total liabilities (e) details of investment
(except in case of investment in the subsidiaries) (f) turnover (g)
profit before taxation (h) provision for taxation (i) profit after
taxation (j) proposed dividend.
The Board in its meeting held on 27th April, 2013 had consented for not
attaching the Balance Sheets in respect of the subsidiaries of the
Company. Accordingly, the requisite information for each subsidiary has
been disclosed. The annual accounts of the subsidiary companies and the
related detailed information will be made available to the
shareholders/investors of the Company/subsidiary companies seeking such
information.
The annual accounts of the subsidiary companies will also be kept for
inspection by the members at the Company''s Corporate Office and also
that of the subsidiaries. The Company has also uploaded the details of
the accounts of individual subsidiary companies on its website i.e.
www.jppowerventures.com. The Directors of your Company are of the
opinion that the subsidiaries of your Company have bright future.
OUTLOOK
Your Company''s current operational generation capacity of 2200 MW
(300MW Baspa-II Hydro Power Plant, 400 MW Vishnuprayag Hydro Power
Plant, 1000 MW Karcham Wangtoo Hydro Power Plant and 500 MW Bina TPP)
is likely to increase to 3520 MW in the coming year with commissioning
of 1320 MW Nigrie Super Thermal Power Plant and to 5500 MW by 2015 with
the commissioning of 1980 MW Bara Thermal Power Plant being set up by
Company''s subsidiary.
The Directors of your Company envisage a bright future outlook for the
Company in view of the increased operational capacities.
DIRECTORATE
During the year under Report, Lt. Gen. (Retd.) Shri Ravindra Mohan
Chadha and Shri D.P. Goyal resigned as Whole-time Directors w.e.f. 31st
March, 2013. They, however, continue as Non-Executive Directors on the
Board.
The Board places on record its appreciation for the valuable
contribution of Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha and Shri
D.P Goyal during their respective tenures as Whole-time Directors.
Shri A.K.Goswami, Shri R.N.Bhardwaj, Shri S.C.Bhargawa, Shri Suren
Jain, Shri Praveen Kumar Singh and Lt. Gen. (Retd.) Shri Ravindra Mohan
Chadha would retire by rotation at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment.
CORPORATE GOVERNANCE
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
also annexed.
The status of compliance of Corporate Governance Voluntary Guidelines,
2009, of the Ministry of Corporate Affairs, Government of India, is
given in Report on Corporate Governance.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the operating
management, certification by the CEO and CFO to the Board of Directors
and after due enquiry, confirm that in respect of the Audited Annual
Accounts for the year ended 31st March, 2013:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed and that there were no material
departures;
ii) that the Directors had, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended 31st March, 2013 and the profit of the
Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that the Directors had prepared the annual accounts on a going
concern basis.
DEPOSITS
The Company did not invite/accept any Fixed Deposits from the public
during the year under report.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended vide Companies (Particulars of
Employees) (Amendment) Rules, 2011 is annexed to this report and forms
integral part of this report.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of Energy, Technology
Absorption, and Foreign Exchange earnings and outgo, as per Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 for the year ended 31st March, 2013, are annexed and form an
integral part of this report.
AUDITORS'' REPORT
The Auditors'' Report to the shareholders on the Accounts of the
Company for the Financial Year ended 31st March, 2013 does not contain
any qualification.
The observations of Auditors'' and Notes to the Financial Statements
are self-explanatory.
STATUTORY AUDITORS
M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of
the Company shall retire at the conclusion of the ensuing Annual
General Meeting and, being eligible, offer themselves for re-
appointment.
As required under the provisions of Section 224(1B) of the Companies
Act, 1956, the Company has obtained a written certificate from the
Statutory Auditors to the effect that their re-appointment, if made,
would be in conformitywith the limits specified in the said section.
COST AUDITORS
For the financial year 2012-13, the Board of Directors of the Company
had re-appointed on the recommendation of the Audit Committee, M/s.
Kabra & Associates, Cost Accountants (Firm''s Registration No.
000075) as Cost Auditors for auditing the cost accounts in respect of
''Electricity'' pertaining to various Power Plants of the Company.
Their appointment was approved by the Central Government. In terms of
The Companies (Cost Audit Report) Rules, 2011 the cost audit report
relating to Power Plants of the Company, for the financial year ended
31st March, 2012 had been filed within the due date i.e. 31st January,
2013, with the Cost Audit Branch of the Ministry of Corporate Affairs.
For the financial year 2013-14, the Board of Directors of the Company
have appointed, on the recommendation of the Audit Committee, M/s.
Kabra & Associates, as Cost Auditors of the Company for auditing the
cost accounts relating to the product ''Electricity''.
EMPLOYEE RELATIONS
The Employee relations continued to be co-ordial. The Directors wish to
place on record their sincere appreciation for the contribution of the
Employees of the Company at all levels.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation and gratitude to
various Departments and Undertakings of the Central Government, Govt.
of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh,
Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of
Meghalaya, HPSEB, MPPMCL, APTEL, CERC, HPERC, UPERC, UPPCL, MPERC,
Financial Institutions, Banks, Rating Agencies, SBI Capital Markets
Limited and other authorities for their continued co- operation and
support to the Company.
The Board sincerely acknowledges the faith and confidence reposed by
the shareholders in the Company.
On behalf of the Board
Place: New Delhi MANOJ GAUR
Date : 27th April, 2013 Chairman
Mar 31, 2012
The Directors of your Company are pleased to present the Seventeenth
Annual Report together with the Audited Accounts of the Company for the
year ended 31st March, 2012.
WORKING RESULTS
The working results of the Company for the year under report are as
under :
(Rs.in Crores)
Particulars Current Year Previous Year
31.03.2012 31.03.2011
Gross Revenue 1591.40 709.77
Less: Rebate for prompt payments 15.71 11.09
1575.69 698.68
Add: Sale of VERs 39.87 38.21
Add: Other Income 70.74 103.85
Total Income 1686.30 840.74
Profit before Interest,
Depreciation & Taxation 1552.49 759.83
Less : Interest 859.45 448.44
Less : Depreciation 230.05 94.91
462.99 216.48
Less: Extra-Ordinary items (Net) - 10.02
462.99 206.46
Less: Provision for Taxation* - 41.35
Less: Deferred Tax Charge 61.28 -
Add: Previous Year Tax Adjustment 1.24 -
Profit after Taxation 402.95 165.11
*Current year Tax (MAT) Rs. 92.65 crores has been adjusted against MAT
credit entitlement as per revised Schedule VI.
OPERATIONS
Your Company now has three operative Hydro-Electric Plants, namely,
i) 300 MW Jaypee Baspa-II Hydro-Electric Plant in Himachal Pradesh;
ii) 400 MW Jaypee Vishnuprayag Hydro-Electric Plant in Uttarakhand; and
iii) 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Plant in Himachal
Pradesh.
Your Company is also implementing two Thermal Power Projects, namely,
i) 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh in two
phases comprising of Phase-I (500W) and Phase-II (750MW)
ii) 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in
Nigrie, Distt. Singrauli in Madhya Pradesh.
The performance of the Company's operative Plants, their plant
availability and the Energy Generation during the year under report was
quite satisfactory. The Plant Availability and Energy Generation of
each of the Plants for the Financial Year 2011-12 were as under:
Plant/Installed Capacity Plant Net Saleable
Availability Energy
(%) Generation
(Million Units)
BASPA-II (300 MW) 99.97 1221.83
Vishnuprayag (400 MW) 98.58 1889.20
Karcham Wangtoo (1000MW) 99.70 2248.12
300 MW Jaypee Baspa-II Hydro-Electric Plant
The average tariff for Baspa-II Plant for the year under report, as per
the Multi Year Tariff (MYT) Order dated 30th March, 2009 and in
accordance with the Power Purchase Agreement (PPA), works out to 2.69
per unit. The generation of the energy of Baspa-II plant during the
year was 1401.67 MUs including 12% Free Power to Himachal Pradesh State
Electricity Board (HPSEB)/Government of Himachal Pradesh and also
auxiliary consumption/transformer losses. The Net Saleable Energy
during the year was 1221.83 MUs, out of which 1050.06 MUs was Primary
Energy and 155 MUs was Secondary Energy and balance 16.77 MUs was
supplied to HPSEB without any charges, besides their entitlement to 12%
free power.
400 MW Jaypee Vishnuprayag Hydro-Electric Plant
The average tariff for the year under report for 400 MW Vishnuprayag
Plant works out to " 2.39 per unit. The total generation including 12%
free Power to State Government and also auxiliary consumption/
transformer losses was 2176.86 MUs. The Net Saleable Energy was 1889.20
MUs out of which Saleable Primary Energy was 1545.88 MUs and balance
Saleable Secondary Energy was 343.32 MUs.
1000 MW Jaypee Karcham Wangtoo Hydro-Electric Plant
The Directors of your Company are pleased to report that Karcham
Wangtoo Hydro-electric Plant, the largest operating Hydro-electric
Plant in private sector in the Country, was fully commissioned on 13th
September, 2011. The average tariff realised for the year under report
works out to " 3.89 per unit. The total generation including 12% free
Power to State Government and also auxiliary consumption/ transformer
losses was 2543.13 MUs. The Net Saleable Energy was 2248.12 MUs.
Aggregate Sale of energy from the plant during the financial year
2011-12 was " 874.26 crores.
NATIONAL AWARD
The Directors are pleased to inform that Baspa-II Hydro-Electric Plant
was conferred with Gold Shield for the year 2009-10 and a Silver Shield
for the year 2010-11, by Ministry of Power, Government of India under
the category 'Performance of Hydro-Power Stations'.
PROJECTS UNDER IMPLEMENTATION
1250 MW JAYPEE BINA THERMAL POWER PLANT
1250 MW Jaypee Bina Thermal Power Plant located at Village Sirchopi,
Distt. Sagar (M.P.) is being implemented in two phases comprising of
Phase-I (2 x 250=500MW) and Phase-II (3 x 250=750 MW). First unit of
Phase-I i.e. 250 MW is expected to be commissioned in second quarter of
the current financial year (2012-13) and the second unit of 250 MW in
next four to six months thereafter.
Your Company shall supply 70% of the installed capacity for Phase-I to
Govt. of Madhya Pradesh/MPPTCL in terms of the Power Purchase Agreement
executed with them and balance power will be sold on merchant basis. An
amount of around " 2700 crores has already been incurred on the Project
upto 31st March, 2012.
1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT
The implementation of 1320 MW (2 X 660 MW) Jaypee Nigrie Super Thermal
Power Project in Nigrie, Distt. Singrauli in Madhya Pradesh is
progressing satisfactorily to achieve commissioning of both the units
in the year 2014. Supplies from L&T- MHI and Larsen & Toubro Limited
for Steam Generator and Steam Turbine Generator respectively are being
timely received. All major statutory approvals, required at the
current stage of the project are in place. Entire requirement of 5
Million MTPA coal for the project will be met through Amelia (North)
and Dongri Tal-II Coal Blocks.
The Financial Closure of the project has already been achieved. As on
31st March, 2012, an amount of approx. Rs. 3776 crores has been incurred
on the Project.
VERIFIED EMMISSION REDUCTIONS (VERs) / CERTIFIED EMMISSION REDUCTIONS
(CERs)
Your Company sold 11,38,515 VERs in respect of Jaypee Baspa-II
Hydro-electric Plant during the year for Rs. 2.46 crores. In respect of
Jaypee Vishnuprayag Hydro-electric Plant, sale consideration for
15,99,150 VERs was Rs. 37.41 crores during the year under report.
The Company's 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Plant in
the State of Himachal Pradesh has submitted request for registration as
Clean Development Mechanism (CDM) project with United Nations Framework
Convention on Climate Change (UNFCCC) and UNFCCC decision is expected
in the first quarter of the current financial year (2012-13). Upon
registration as CDM project, expected amount of reduction shall be
3,541,917 metric tonnes Co2 equivalent per annum. The Company is quite
confident of grant of registration by UNFCCC. Further, the Company's
1320 MW Jaypee Nigrie Super Thermal Power Project in the State of
Madhya Pradesh is likely to be eligible for CERs under Clean
Development Mechanism (CDM).
DIVERSIFICATION PLAN TO SET-UP CEMENT GRINDING UNITS
The Directors are pleased to report, pursuant to approval accorded by
the Members under Section 149 (2A)(b) of the Companies Act, 1956 by way
of Special Resolution for commencement of new activities (passed
through Postal Ballot on 21st December, 2010), have decided to
diversify the Company's operations by setting-up of Cement Grinding
Units at Nigrie (4 MTPA) and at Bina (2 MTPA) to optimally utilize the
Fly Ash to be generated by Company's Thermal Power Plants viz. Jaypee
Nigrie Thermal Power Project and Jaypee Bina Thermal Power Plant.
Necessary plans have been initiated in this regard.
DIVIDEND
In order to conserve resources for meeting the Company's expansion
plans/investment in subsidiaries executing Thermal and Hydro- Power
Plants, the Directors of your Company express their inability to
recommend any dividend for the Financial Year 2011-12.
SUBSIDIARY COMPANIES
The Company has following subsidiaries :
i) Jaypee Powergrid Limited
ii) Prayagraj Power Generation Company Limited
iii) Jaypee Arunachal Power Limited
iv) Sangam Power Generation Company Limited
v) Jaypee Meghalaya Power Limited
The Directors wish to report that your Company through its subsidiaries
is implementing Power Projects with an aggregate capacity of 9200 MW
comprising of Hydro-Electric Projects (3920 MW) and Thermal Power
Projects (5280 MW) besides an operative 217 Km (including LILO) long
Transmission System.
Status of the projects implemented/being implemented through aforesaid
subsidiaries is summarised below:
i) Jaypee Powergrid Limited (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
Ventures Limited and Power Grid Corporation of India Limited, (a
Central Government Power Utility Undertaking) has set up 217 Km long
(including LILO) 400 Kv Quad Bundle Conductor Double Circuit
Transmission System for evacuation of Power from the pothead yard of
1000 MW Karcham Wangtoo Plant to Abdullapur and LILO of existing
Baspa-Jhakri Double circuit line.
The Directors of your Company are pleased to report that Transmission
system was commissioned on 6th March, 2012 and has been put to
commercial operations w.e.f. 1st April, 2012. Pending capitalization,
capital expenditure as on 31st March, 2012 was Rs. 976 crores.
ii) Prayagraj Power Generation Company Limited (PPGCL)
Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh
Power Corporation Limited through competitive bidding process, is
implementing 1980 MW Thermal Power Project (with permission to add two
additional generation units of 660 MW each) in Tehsil Bara of District
Allahabad, Uttar Pradesh.
All statutory/regulatory approvals required for the current stage of
the project are in place. Financial Closure for entire debt of Rs. 8085
crores has been achieved. The supplies from BHEL for Boiler, Turbine
and Generator are in progress and the works on the project are
progressing satisfactorily.
An expenditure of approx. Rs. 2622 crores has been incurred on the
project till 31st March, 2012.
iii) Jaypee Arunachal Power Limited (JAPL)
Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E.
Projects in the State of Arunachal Pradesh. Your Company alongwith its
associates will ultimately hold 89% of the Equity of JAPL and the
balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro-electric Project, Central Electricity
Authority (CEA) concurrence for Detailed Project Report and Defence
clearance has already been obtained. Detailed Project Report for this
project has been concurred by CEA with the estimated completion cost of
Rs.19,990.74 crores. JAPL is in the process of obtaining clearance from
the Ministry of Environment and Forest.
For 500 MW Hirong Hydro-electric Project, Detailed Project Report has
been submitted to CEA and is in advance stage of concurrence.
While an amount of around Rs. 206 crores has been spent on the 2700 MW
Lower Siang Hydro-electric Project till 31st March, 2012, and approx. Rs.
28 crores has been spent on 500 MW Hirong Hydro-electric Project till
31st March, 2012.
iv) Sangam Power Generation Company Limited (SPGCL)
Sangam Power Generation Company Limited was acquired from Uttar Pradesh
Power Corporation Limited through competitive bidding process, for the
implementation of 1980 MW (3 x 660 MW) Thermal Power Project in Tehsil
Karchana of district Allahabad, Uttar Pradesh. Conveyance Deed of land
was executed but physical possession is yet to be handed over. In view
of order of Hon'ble High Court of judicature at Allahabad, quashing the
notification issued by Uttar Pradesh Government for acquisition of
land, further implications of the same are being examined by the State
Government/Company.
v) Jaypee Meghalaya Power Limited (JMPL)
Jaypee Meghalaya Power Limited was incorporated by your Company as its
wholly owned subsidiary to implement 270 MW Umngot H.E.P. in the Umngot
River Basin of Meghalaya and 450 MW Kynshi-II Hydro-Electric Power
Projects in the Kynshi River Basin Basin of Meghalaya on BOOT (Build,
Own, Operate and Transfer) basis. Your Company alongwith its associates
will ultimately hold 74% of the equity of JMPL and the balance 26% will
be held by the Government of Meghalaya.
The works on the project are in initial stages. While an amount of
around Rs. 5.80 crores has been spent on Kynshi-II Hydro-electric Project
and Rs.1.35 crores on Unmgot Hydro- electric Project till 31st March,
2012.
CONSOLIDATED FINANCIAL STATEMENTS
A statement under Section 212 of the Companies Act, 1956 in respect of
the subsidiaries of the Company is annexed and forms an integral part
of the Annual Accounts. The consolidated financial statements of the
Company and its subsidiary companies are prepared in accordance with
Accounting Standards (AS-21) "Consolidated Financial Statements"
prescribed by the Institute of Chartered Accountants of India, form
part of the Annual Report.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by Ministry of Corporate Affairs, a general exemption has been
granted by the Central Government for not attaching the Balance Sheets
of the subsidiary companies, as was required under the provisions of
Section 212 of the Companies Act, 1956 provided certain conditions as
mentioned in the above said circular are fulfilled, which are as
under:- i. The Company shall present in the Annual Report the
Consolidated Financial Statements of holding company and all
subsidiaries duly audited by its Statutory Auditors;
ii. The Consolidated Financial Statements shall be prepared in strict
compliance with applicable Accounting Standards and the Listing
Agreement as prescribed by the Securities and Exchange Board of India;
and
iii. The Company shall disclose in the Consolidated Balance Sheet the
following information in aggregate for each subsidiary (a) capital (b)
reserves (c) total assets (d) total liabilities (e) details of
investment (except in case of investment in the subsidiaries) (f)
turnover (g) profit before taxation (h) provision for taxation (i)
profit after taxation (j) proposed dividend.
The Board in its meeting held on 17th May, 2012 had decided for not
attaching the Balance Sheets in respect of the subsidiaries of the
Company. Accordingly, the requisite information for each subsidiary
company has been disclosed in Note no. 45 to consolidated notes to the
financial statements for the year ended 31st March, 2012. The annual
accounts of the subsidiary companies and the related detailed
information will be made available to the Members requesting for such
information.
The annual accounts of the subsidiary companies will also be kept for
inspection by the shareholders in Company's Corporate Office and also
that of the subsidiaries. The Company has also uploaded the details of
the accounts of individual subsidiary companies on its website i.e.
www.jppowerventures.com.
The Directors of your Company are of the opinion that the Project of
the subsidiaries of your Company have bright future.
OUTLOOK
Keeping in view the performance of three Hydro-electric Plants of the
Company, viz. 300 MW Baspa-II Hydro-electric Plant, 400 MW Vishnuprayag
Hydro-electric Plant, 1000 MW Karcham Wangtoo Hydro-electric Plant and
the expected Commissioning of first phase of 500 MW of Jaypee Bina
Thermal Power Plant during the current financial year (2012-13) and
that of 1320 MW Jaypee Nigrie Super Power Plant in 2014, the Company's
further expansion in Hydro Power as also in Thermal Power through its
subsidiaries and the diversification plans to setup Cement Grinding
Units, the Directors of your Company envisage a bright future outlook
for the Company.
DIRECTORATE
During the year under report, IDBI Bank Ltd. withdrew the nomination of
Shri B.K. Batra as Nominee Director with effect from 13th January,
2012.
The Board places on record its appreciation for the valuable
contribution of Shri B.K. Batra, during his tenure as Director on the
Board.
Shri Subroto Gupta was nominated by IDBI Bank Ltd. as their nominee on
the Board w.e.f.17th February, 2012.
Dr. J.N. Gupta was co-opted on the Board as Non-Executive Independent
Director w.e.f. 14th March, 2012. Proposal for his appointment has been
included in the Notice of Annual General Meeting for your approval.
Shri Manoj Gaur, Shri S.S. Gupta, Shri G.P. Gaur, Shri Suresh Chandra,
and Shri B.B. Tandon would retire by rotation at the forthcoming Annual
General Meeting and, being eligible, offer themselves for re-
appointment.
CORPORATE GOVERNANCE
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
also annexed.
The Company is complying the Corporate Governance norms laid down under
Clause 49 of the Listing Agreement with the Stock Exchanges. Further,
the Company is implementing in a phased manner, recommendations
contained in the Corporate Governance Voluntary Guidelines, 2009 issued
by the Ministry of Corporate Affairs, Government of India. The status
of same is given in Report on Corporate Governance under the head
"Voluntary Guidelines on Corporate Governance".
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representation received from the operating management,
certification by the CEO and CFO to the Board of Directors and after
due enquiry, confirm in respect of the Audited Annual Accounts for the
year ended 31st March, 2012 that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed and that there were no material departures;
ii) the Directors had, in consultation with the Statutory Auditors,
selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company for
the year ended 31st March, 2012 and the profit of the Company for that
period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) the Directors had prepared the annual accounts on a going concern
basis.
DEPOSITS
The Company did not invite/accept any Fixed Deposits from the public
during the year under report.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended vide Companies (Particulars of
Employees) (Amendment) Rules, 2011 is annexed and forms an integral
part of this Report.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as per Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 for the year ended 31st March, 2012, are annexed and form an
integral part of this Report.
AUDITORS' REPORT
The Auditors' Report to the shareholders on the Accounts of the Company
for the Financial Year ended 31st March, 2012 does not contain any
qualification or adverse remark.
The observations of Auditors' and Notes to the Financial Statements are
self-explanatory.
STATUTORY AUDITORS
M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of
the Company shall retire at the conclusion of the ensuing Annual
General Meeting and, being eligible, offer themselves for
re-appointment. As required under the provisions of Section 224(1B) of
the Companies Act, 1956, the Company has obtained a written certificate
from the Statutory Auditors to the effect that their re-appointment, if
made, would be in conformity with the limits specified in the said
Section.
COST AUDITORS
Ministry of Corporate Affairs, Cost Audit Branch vide Order No. 52/26/
CAB-2010 dated 2nd May, 2011 had mandated certain specified industries
including an Electricity Industry, to get the Cost Accounts audited.
Accordingly, the Board of Directors, had appointed M/s. Kabra &
Associates, as Cost Auditors for the Financial Year 2011-12 for
auditing the Cost Accounting Records of the Company. In terms of the
Companies (Cost Audit Report) Rules, 2011 the Cost Auditors would file
their Report to the Central Government within prescribed time.
Certificate under section 224(1B) of the Companies Act, 1956 and
written confirmation about their independence and arm's length
relationship with the Company have been obtained from M/s. Kabra and
Associates, Cost Auditors, as pre-requisite for their re-appointment as
Cost Auditors for the Financial Year 2012-13. For the Financial Year
2012-13, the Board of Directors of the Company have re-appointed, on
the recommendations of the Audit Commitee, M/s. Kabra & Associates, as
Cost Auditors of the Company for auditing the Cost Accounting Records
relating to Electricity.
EMPLOYEES RELATIONS
Employees relations continued to be cordial throughout the year. The
Directors wish to place on record their sincere appreciation for the
excellent spirit with which the entire team of the Company worked at
all sites/offices and achieved commendable progress.
ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere
appreciation and gratitude to various Departments and Undertakings of
the Central Government, Goverments of Himachal Pradesh, Uttarakhand,
Uttar Pradesh, Madhya Pradesh, Arunachal Pradesh & Meghalaya, HPSEB,
APTEL, CERC, HPERC, MPERC, UPERC, UPPCL, Financial Institutions, Banks,
Rating Agencies, SBI Capital Markets Limited and other authorities for
their continued co-operation and support to the Company.
Your Directors sincerely acknowledge the faith and confidence reposed
by the members in the Company.
On behalf of the Board
Place : Noida MANOJ GAUR
Date : 17th May, 2012 Chairman
Mar 31, 2011
The Members
The Directors of your Company are pleased to present the Sixteenth
Annual Report together with the Audited Accounts of the Company for the
Year ended 31st March, 2011.
AMALGAMATION OF JAYPEE KARCHAM HYDRO CORPORATION LIMITED AND BINA POWER
SUPPLY COMPANY LIMITED WITH THE COMPANY.
The Scheme of Amalgamation of Jaypee Karcham Hydro Corporation Limited
(JKHCL) and Bina Power Supply Company Limited (BPSCL) with your Company
was sanctioned by Hon'ble High Court of Himachal Pradesh at Shimla on
14th June, 2011 with the appointed date being 1st April, 2010. The
Scheme of Amalgamation has come into effect from the date of filing of
the said Order with the Registrar of Companies, Punjab, Himachal
Pradesh and Chandigarh on 26th July, 2011.
Consequent upon the said amalgamation, 1000 MW Jaypee Karcham Wangtoo
Hydro-Electric Power Plant being implemented by erstwhile JKHCL and
1250 MW Jaypee Bina Thermal Power Plant (500 MW being implemented in
Phase-I) by erstwhile BPSCL stood merged with your Company alongwith
all their assets, liabilities, rights, titles, interests, contracts,
agreements etc. Thus, your Company now has an operating capacity of
1200 MW (Hydro) and under implementation generating capacity of 3070 MW
(500 MW Hydro & 2570 MW Thermal of which 500 MW Hydro will get
commissioned by September, 2011 and 500 MW Thermal by March/June,
2012). Your Company, as of date, is the largest producer of hydro power
in Private Sector in India.
The Directors of your Company wish to further report that the aforesaid
amalgamation has enabled creation of an integrated Corporate Structure
for Development of Power Business of Jaypee Group. The aforesaid
combination shall lead to achievement of economies of scale,
operational and managerial efficiencies and enhanced resource
mobilization capacity required for growth. We reasonably expect that it
would result in reduction in overall cost, optimization of resources, a
much healthier and stronger Balance Sheet and your Company shall have
enough competitive strength to participate in high growth opportunities
available in the Power Sector with an ultimate corporate goal of
enhancement of the Shareholders' wealth.
WORKING RESULTS
The working results of the Company for the year under report, post
amalgamation, are as under:-
(Rs. in Crores)
Current Year Previous Year
31.03.2011 31.03.2010
Gross Revenue* 709.77 659.42
Less: Rebate for prompt payments 11.09 9.81
698.68 649.61
Add: Sale of VERs 38.21 41.12
Add: Other Income 103.85 27.06
Total Income 840.74 717.79
Profit before Interest, Depreciation
& Taxation 759.83 634.93
Less : Interest 448.44 236.43
Less : Depreciation 94.91 95.10
216.48 303.40
Less: Extra-Ordinary items (Net) 10.02 Ã
206.46 303.40
Less: Provision for taxation 41.35 51.85
Profit after taxation 165.11 251.55
*These revenues are from 300 MW Baspa-II Hydro-Electric Power Plant and
400 MW Vishnuprayag Hydro- Electric Power Plant. The generation of
power from 2 units of 250 MW each of 1000 MW Karcham-Wangtoo
Hydro-Electric Power Plant started in May/June, 2011.
CHANGES IN SHARE CAPITAL
Consequent upon sanction of the aforesaid Scheme of Amalgamation by the
Hon'ble High Court of Himachal Pradesh at Shimla:
(i) The Authorised Share Capital of the Transferor companies stood
clubbed with the Authorised Share Capital of your Company aggregating
to Rs.11,300 crores divided into 830 crore Equity Shares of Rs.10/-
each and 30 crores Preference Shares of Rs.100/- each; and
(ii) The Shareholders of the Transferor companies were allotted the
Equity Shares of the Company as on the Record Date, i.e., 5th August,
2011, fixed by the Company. 40,20,00,000 Equity Shares of Rs. 10/- each
of the Company were allotted to the shareholders of erstwhile JKHCL in
the ratio of One Equity Share of Rs. 10/- for every Five Equity Shares
of Rs. 10/- each in erstwhile JKHCL and 12,70,76,923 Equity Shares of
Rs. 10/- each were allotted to the shareholders of erstwhile BPSCL in
the ratio of Two Equity Shares of Rs. 10/- each for every Thirteen
Equity shares of Rs. 10/- each in erstwhile BPSCL. The cross holdings
were transferred to JPVL Trust in which the company is the sole
beneficiary.
Accordingly, 18,50,00,000 Equity Shares of Rs. 10/- each were allotted
to Jaiprakash Associates Limited, the holding company and 34,40,76,923
Equity Shares of Rs.10/- each were allotted to JPVL Trust.
Consequently, the Paid up Equity Share Capital of the Company has
increased to Rs. 2624.76 crores.
OPERATIONS
Your Company now has three operative Hydro-Electric Power Plants,
namely,
1. 300 MW Jaypee Baspa-II Hydro-Electric Power Plant in Himachal
Pradesh;
2. 400 MW Jaypee Vishnuprayag Hydro-Electric Power Plant in
Uttarakhand; and
3. 1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant in
Himachal Pradesh. (2 units of 250 MW each commissioned in May/June,
2011).
Besides the above, your Company also has two Thermal Power Projects
which are under implementation, namely,
1. 1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I
of 500 MW is currently under implementation).
2. 1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in
Nigrie, Distt. Singrauli in Madhya Pradesh.
The performance of the Company's operative Plants, their plant
availability and the Energy Generation during the year under report was
satisfactory. The Plant Availability and Energy Generation of each of
the Plants for the Financial year from 1st April, 2010 to 31st March,
2011 were as under:
Plant Plant Availability (%) Generation (Million Units)
Net Saleable Energy
BASPA-II 98.92% 1291.61
(300 MW)
Vishnuprayag 98.84% 1757.26
(400 MW)
The tariff for Baspa-II Plant for the year under report, as per the
Multi Year Tariff (MYT) Order dated 30th March, 2009 and in accordance
with the Power Purchase Agreement (PPA), works out to Rs. 2.68 per
unit. The generation of the energy of Baspa-II plant during the year
was 1467.74 MUs including 12% Free Power to Himachal Pradesh
State Electricity Board/ Government of Himachal Pradesh. The Net
Saleable Energy during the year was 1291.61 MUs, out of which 1050.06
MUs was Primary Energy and 155 MUs was Secondary Energy. The Plant
recorded the highest level of power generation since commencement of
commercial operations. This resulted in an additional supply of 86.55
Million Units to HPSEB without any charges, besides their entitlement
to 12% free power.
The tariff for the year under report for 400 MW Vishnuprayag Plant
works out to Rs.2.20 per unit. The total generation including 12% free
Power to State Government was 2022.69 MUs. The Net Saleable Energy was
1757.26 MUs out of which Saleable Primary Energy was 1545.88 MUs and
saleable Secondary Energy was 211.38 MUs.
The Directors of your Company are pleased to report that out of the
1000 MW (4 x 250 MW) capacity of Jaypee Karcham Wangtoo Hydro Electric
Plant, first unit of 250 MW was commissioned on 26th May, 2011, second
unit of 250 MW was commissioned on 23rd June, 2011 and third and fourth
units of 250 MW each are expected to be commissioned during the quarter
ending 30th September, 2011. Accordingly, 1000 MW Jaypee Karcham
Wangtoo Hydro-Electric plant of the Company would become the largest
operating Hydro-electric Plant in private sector in the Country.
The details of the Plant Availability and Energy Generated for all the
three Plants for the period from 1st April, 2011 to 31st July, 2011
were as under:
Plant Plant Availability (%) Generation (Million Units)
Net Saleable Energy
BASPA-II HEP 99.97% 602.96
(300 MW)
VISHNUPRAYAG 99.96% 857.19
HEP (400 MW)
KARCHAM 98.29% 599.48
WANGTOO HEP (Unit-I commissioned
(1000 MW) on 26th May, 2011)
(Unit-II commissioned on
23rd June, 2011)
1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT
As the members are already aware, your Company is implementing 1320 MW
(2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie,
Distt. Singrauli in Madhya Pradesh for which all major statutory
approvals, required at the current stage of the project, have been
obtained. Total requirement of 5 Million MTPA coal for the project will
be met through Amelia (North) and Dongri Tal-II Coal Blocks.
Orders for Steam Generator and Steam Turbine Generator have already
been placed with L&T- MHI and Larsen & Toubro Limited and the supply of
the plant and machineries from the suppliers is in progress.
The Company has since achieved its Financial Closure for the said
Project and the entire debt of Rs. 5670 crore has been tied up and the
financing documents have since been executed. As on 31st July, 2011, an
amount of approx. Rs.1568 crore has already been incurred on the
Project.
Unit-I of the project is scheduled for commissioning in April, 2013 and
Unit-II is likely to be commissioned in October, 2013.
1250 MW JAYPEE BINA THERMAL POWER PLANT
Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt.
Sagar (M.P.) being implemented by erstwhile Bina Power Supply Company
Limited, now stands merged with your Company. 1250 MW coal based
Thermal Power Plant is being implemented in two phases, first phase (2
x 250 MW) is expected to be commissioned by March/ June, 2012.
All statutory approvals required at the current stage of the project
are in place. First phase of the project has been appraised by the
Banks and Financial Institutions with IDBI Bank as lead Bank. Financial
closure for the project has already been achieved and the entire debt
of Rs.1928 crores has been tied up and the financial documents have
been executed.
Central Coalfields Ltd. and South Eastern Coalfields Ltd. have issued
Letters of Intent for Coal supplies and Fuel Supply Agreements are
expected to be signed shortly.
Power Purchase Agreement has been executed on 5th January, 2011 with MP
Power Trading Corporation Limited and the Company shall supply 70% of
installed capacity of Phase-I for 25 years at the rate determined by
the appropriate Regulatory Commission, which is inclusive of 5% of net
power generated to be supplied at variable energy charges to Government
of Madhya Pradesh / MP Power Trading Corporation Limited. Balance
installed capacity will be available for sale to other parties for
which requisite arrangements are being made.
Boiler, Turbine and Generator has been sourced from BHEL and
implementation of the project is satisfactory to achieve scheduled
commissioning of the first unit in the current financial year.
An expenditure of approx. Rs.2183 crores has been incurred on the
project till 31st July, 2011.
240 MW KERALA THERMAL POWER PROJECT
Your Company did not pursue 240 MW Thermal Power Project in Kerala,
since the major part of the land leased by Kerala Industrial
Infrastructure Development Corporation to the Company fell under
Coastal Regulatory Zone which could not be permitted by the Ministry of
Environment and Forest for setting-up of the said project or for
allowing any further industrial activity. Your Company has since
obtained refund of lease premium amount including annual license fee by
surrendering lease of the land to the respective authority.
VERIFIED EMMISSION REDUCTIONS (VERs)
Your Company sold 3,50,000 VERs in respect of Jaypee Baspa-II
Hydro-electric Plant during the year for Rs.8.19 crores. As for Jaypee
Vishnuprayag Hydro-electric Plant, sale consideration in respect of
14,60,564 VERs aggregating Rs.30.02 crores was received during the year
under report. Further, the Company's 1000 MW Jaypee Karcham
Hydro-electric Plant in the State of Himachal Pradesh and 1320 MW
Jaypee Nigrie Super Thermal Power Project in the State of Madhya
Pradesh shall be eligible for CERs under Clean Development Mechanism
(CDM).
DIVIDEND
In order to conserve resources for meeting the Company's expansion
plans/investment in subsidiaries executing Thermal and Hydro- Power
Plants, the Directors of your Company express their inability to
recommend any dividend for the Financial Year 2010-11.
SUBSIDIARY COMPANIES
The Company has following subsidiaries:-
1. Jaypee Powergrid Limited.
2. Jaypee Arunachal Power Limited.
3. Prayagraj Power Generation Company Limited.
4. Sangam Power Generation Company Limited.
5. Jaypee Meghalaya Power Limited.
The Directors wish to report that your Company through its subsidiaries
is implementing Power Projects with an aggregate capacity of 9200 MW
comprising of (3920 MW Hydro and 5280 MW Thermal) besides a 213 Km long
Transmission System.
Status of the projects being implemented through aforesaid subsidiaries
is summarised below:
1. Jaypee Powergrid Limited (JPL)
Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
Ventures Limited and Power Grid Corporation of India Limited, a Central
Government Power Utility Undertaking, is setting up 213 Km long 400 Kv
Quad Bundle Conductor Double Circuit Transmission Line for evacuation
of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to
Abdullapur and LILO of existing Baspa-Jhakri double circuit line.
LILO line is being used for evacuation of power generated from 1000 MW
Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at
Abdullapur and Line Reactors at power station switchyard have also been
commissioned by JPL, the entire transmission line is expected to be
completed in all respects in the current financial year leading to
complete commissioning of the Project.
An expenditure of Rs. 831 crores has been incurred on the project till
31st July, 2011.
JPL has since filed Tariff Petition with the Central Electricity
Regulatory Commission for determining of Transmission Tariff.
2. Jaypee Arunachal Power Limited (JAPL)
Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E.
Projects in the State of Arunachal Pradesh. Your Company alongwith its
associates will ultimately hold 89% of the Equity of JAPL and the
balance 11% will be held by the Government of Arunachal Pradesh.
For the 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for
Detailed Project Report and Defence clearance has already been
obtained. Detailed Project Report for this project has been concurred
by Central Electricity Authority with the estimated completion cost of
Rs 19990.74 crores. JAPL is in the process of obtaining clearance from
the Ministry of Environment and Forest.
For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence
Clearance. JAPL is in the process of obtaining CEA concurrence for
Detailed Project Report and clearance from the Ministry of Environment
and Forest.
While an amount of around Rs. 184 crore has been spent on the 2700 MW
Lower Siang Hydro-Electric Project till 31st July, 2011, around Rs.23
crore has been spent on 500 MW Hirong Hydro- Electric Project till 31st
July, 2011.
3. Prayagraj Power Generation Company Limited (PPGCL)
Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh
Power Corporation Limited through competitive bidding process, is
implementing 1980 MW Thermal Power Project (with permission to add two
additional generation units of 660MW each) in Tehsil Bara of district
Allahabad, Uttar Pradesh.
During the year under report, PPGCL had awarded a contract for carrying
out civil, structural & architectural work of its project. Order for
Boiler, Turbine and Generator (BTG) has already been placed with BHEL.
Various Statutory/Regulatory approvals have been/are being obtained.
Financial Closure for entire debt of Rs. 8085 Crore has been achieved.
The phase-I of the project is planned for commissioning by June, 2015.
The works on the project are progressing satisfactorily.
An expenditure of approx. Rs.1556 crores has been incurred on the
project till 31st July, 2011.
4. Sangam Power Generation Company Limited (SPGCL)
Sangam Power Generation Company Limited acquired from Uttar Pradesh
Power Corporation Limited through competitive bidding process, is
implementing 1980 MW Ã (3 x 660 MW) Thermal Power Project in Tehsil
Karchana of district Allahabad, Uttar Pradesh.
SPGCL is in the process of obtaining various approvals.
5. Jaypee Meghalaya Power Limited (JMPL)
Your Company has entered into Memorandum of Agreement with Government
of Meghalaya for development and implementation of 270 MW Umngot in the
Umngto River Basin of Meghalaya and 450 MW Kynshi-II Hydro-electric
Power Projects in the Kynshi River Basin of Meghalaya. In terms of said
Memorandum of Agreement, 270 MW Umngot and 450 MW Kynsi-II
Hydro-electric Power Projects are to be implemented through a Special
Purpose Vehicle. For this purpose, Jaypee Meghalaya Power Limited was
incorporated on 26th August, 2010 by your Company as its wholly owned
subsidiary to implement the said Projects on BOOT (Build, Own, Operate
and Transfer) basis. Your Company alongwith its associates will
ultimately hold 74% of the equity of JMPL and the balance 26% will be
held by the Government of Meghalaya.
Project transfer agreement was signed between your Company and Jaypee
Meghalaya Power Limited on 1st January, 2011 and accordingly, both 270
MW Umngot and 450 MW Kynsi-II Hydro- electric Power Projects were
transferred in the name of Jaypee Meghalaya Power Limited.
CONSOLIDATED FINANCIAL STATEMENTS
A statement under Section 212 of the Companies Act, 1956 in respect of
the subsidiaries of the Company is annexed and forms an integral part
of the Annual Accounts. The consolidated financial statements of the
Company and its subsidiary companies are prepared in accordance with
Accounting Standards (AS-21) "Consolidated Financial Statements"
prescribed by the Institute of Chartered Accountants of India, form
part of the Annual Report.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by Ministry of Corporate Affairs, a general exemption has been
granted by the Central Government for not attaching the Balance Sheets
of the subsidiary companies, as was required under the provisions of
Section 212 of the Companies Act, 1956 provided certain conditions as
mentioned in the above said circular are fulfilled, which are as
under:-
i. The Company shall present in the Annual Report the consolidated
financial statements of holding company and all subsidiaries duly
audited by its Statutory Auditors;
ii. The Consolidated Financial Statements shall be prepared in strict
compliance with applicable Accounting Standards and, where applicable,
Listing Agreement as prescribed by the Securities and Exchange Board of
India; and
iii. The Company shall disclose in the consolidated Balance Sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries:- (a) capital (b) reserves (c) total
assets (d) total liabilities (e) details of investment (except in case
of investment in the subsidiaries) (f) turnover (g) profit before
taxation (h) provision for taxation (i) profit after taxation (j)
proposed dividend;
The Board in its meeting held on 11th August, 2011 had consented for
not attaching the Balance Sheets in respect of the subsidiaries of the
Company. Accordingly, the requisite information for each subsidiary has
been disclosed. The annual accounts of the subsidiary companies and the
related detailed information will be made available to the
shareholders/investors of the Company/subsidiary companies seeking such
information.
The annual accounts of the subsidiary companies will also be kept for
inspection by the shareholders in Company's Corporate Office and also
that of the subsidiaries. The Company has also uploaded the details of
the accounts of individual subsidiary companies on its website i.e.
www.jppowerventures.com.
The Directors of your Company are of the opinion that the subsidiaries
of your Company have bright future.
OUTLOOK
Keeping in view the performance of the two Hydro-Electric Power Plants
of the Company, viz. 300 MW Baspa-II Hydro- Electric Power Plant, 400
MW Vishnuprayag Hydro-Electric Power Plant, full generation from 1000
MW Karcham Wangtoo Hydro- Electric Power Plant during the next year,
commissioning of 500 MW Jaypee Bina Thermal Power Plant and the
Company's further expansion in Hydro Power and Thermal Power enabling
the Company (including its subsidiaries) to generate aggregate power
capacity of 13,470 MW, the Directors of your Company envisage a bright
future outlook for the Company in the Power Sector.
DIRECTORATE
Shri J.N. Gaur resigned from the office of Director with effect from
30th September, 2010 and also ceased to be the Whole-time Director with
effect from the said date after serving three terms of five years each.
The Board places on record its appreciation for the valuable
contribution of Shri J.N. Gaur during his tenure as Director/ Whole-
time Director of the Company more particularly during the period of
construction of Baspa-II project and its smooth operation.
Shri Praveen Kumar Singh was co-opted on the Board with effect from
30th October, 2010 in the casual vacancy caused due to resignation of
Shri J.N. Gaur. Shri Praveen Kumar Singh has also been appointed as
Whole-time Director of the Company with effect from 12th August, 2011.
Life Insurance Corporation of India (LIC) withdrew the nomination of
Shri B.K. Gupta as Nominee Director with effect from 1st March, 2011
and Dr. E.R.C. Shekar resigned from the office of Director of the
Company with effect from 8th May, 2011. The Board places on record its
appreciation for the valuable contribution of Shri B.K. Gupta (Nominee
Director à LIC) and Dr. E.R.C. Shekar, during their tenure as Directors
on the Board.
Shri S.K. Jain and Dr. D.G. Kadkade have resigned from the office of
Director of the Company with effect from 9th August, 2011. The Board
places on record its deepest appreciation for the valuable contribution
of Shri S.K. Jain who was associated with Baspa-II project right from
day one and that of Dr. D.G. Kadkade, during their tenure as Directors
on the Board.
Shri Dharam Paul Goyal and Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha
were co-opted on the Board with effect from 12th August, 2011 in casual
vacancies caused due to resignation of Shri S.K. Jain and Dr. D.G.
Kadkade respectively. Shri D.P. Goyal and Lt. Gen. (Retd.) Shri
Ravindra Mohan Chadha have also been appointed as Whole- time Directors
of the Company with effect from 12th August, 2011.
Shri G.P. Gaur was appointed as Whole-time Director of the Company for
a period of 5 years with effect from 1st February, 2011. He resigned
from the office of Whole-time Director with effect from 30th June,
2011. He, however, continues to be Non-Executive Director of the
Company. The Board places on record its appreciation for the valuable
contribution of Shri G.P. Gaur during his tenure as Whole- time
Director of the Company.
Shri Sunil Kumar Sharma, Dr. R.C. Vaish, Shri B.K. Taparia, Dr. R.L.
Gupta and Shri R.K. Narang would retire by rotation at the forthcoming
Annual General Meeting and, being eligible, offer themselves for
re-appointment.
CORPORATE GOVERNANCE
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Auditors
confirming compliance with the conditions of Corporate Governance is
also annexed.
The status of compliance of Corporate Governance Voluntary Guidelines,
2009, of the Ministry of Corporate Affairs, Government of India, is
given in Report on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the operating
management, certification by the CEO and CFO to the Board of Directors
and after due enquiry, confirm that in respect of the Audited Annual
Accounts for the year ended 31st March, 2011:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed and that there were no material
departures;
ii) that the Directors had, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended 31st March, 2011 and the profit of the
Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that the Directors had prepared the annual accounts on a going
concern basis.
DEPOSITS
The Company did not invite/accept any Fixed Deposits from the public
during the year under report.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended vide Companies (Particulars of
Employees) (Amendment) Rules, 2011 is annexed to this report and forms
integral part of this report.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of Energy, Technology Absorption
and Foreign Exchange earnings and outgo, as per Section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 for the
year ended 31st March, 2011, are annexed and form as integral part to
this report.
AUDITORS' REPORT
The Auditors' Report to the shareholders on the Accounts of the Company
for the financial year ended 31st March, 2011 does not contain any
qualification.
The observations of Auditors' and Notes on Accounts are self-
explanatory.
AUDITORS
M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of
the Company shall retire at the conclusion of the ensuing Annual
General Meeting and, being eligible, offer themselves for re-
appointment.
As required under the provisions of Section 224 (1B) of the Companies
Act, 1956, the Company has obtained a written certificate from the
Statutory Auditors to the effect that their re-appointment, if made,
would be in conformity with the limits specified in the said section.
COST AUDITORS
Ministry of Corporate Affairs, Cost Audit Branch vide Order No. 52/26/
CAB-2010 dated 2nd May, 2011 has mandated your Company, being an
Electricity Industry, to appoint Cost Auditors since your Company's
aggregate value of net worth exceeds Rs. 5 crores, aggregate value of
turnover exceeds Rs.20 crores and the Company's Equity & Debt were
listed at Stock Exchanges. Accordingly, the Board of Directors of your
Company, upon recommendations of the Audit Committee, had appointed
M/s. Kabra & Associates, a firm of Cost Accountants, as Cost Auditors
for the Financial Year 2011-12 for auditing the Cost Accounting Records
of the Company. In terms of the Companies (Cost Audit Report) Rules,
the Cost Auditor is required to file his report to the Central
Government within 180 days from the close of the Company's financial
year to which the report relates.
As required under the provisions of Section 224 (1B) of the Companies
Act, 1956, the Company has obtained a written certificate from the Cost
Auditors to the effect that their appointment was in conformity with
the limits specified in the said Section.
PERSONNEL AND INDUSTRIAL RELATIONS
The industrial relations continued to be cordial. The Directors wish to
place on record their sincere appreciation for the contribution of the
workers and officers of the Company at all levels.
ACKNOWLEDGEMENTS
The Board places on record its sincere appreciation and gratitude to
various Departments and Undertakings of the Central Government, Govt.
of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh,
Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of
Meghalaya, HPSEB, CERC, HPERC, UPERC, UPPCL, Financial Institutions,
Banks, Rating Agencies, SBI Capital Markets Limited and other
authorities for their continued co-operation and support to the
Company.
The Board sincerely acknowledges the faith and confidence reposed by
the shareholders in the Company.
On behalf of the Board
Place: Noida MANOJ GAUR
Date : 11th August, 2011 Chairman
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