To,
The Members
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.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of the Company (Standalone) for the year ended 31st March,
2023 is summarized below:-
(Rs. in Crore)
Particulars |
Current Year ended 31.03.2023 |
Previous Year ended 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. COMPANY'S 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.
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 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.
2.6 Sand Mining Operations
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..
3. 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 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 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.
4. DIVIDEND
Due to inadequate 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, 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
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 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014.
8. HOLDING & SUBSIDIARIES
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 "Annexure-A"
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 PERSONNEL
10.1 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.
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 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 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 DIRECTORS' 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. AUDITORS 12.1Statutory 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 at such remuneration as
may be fixed by the Board of Directors of the Company.
12.2Cost 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
"Power Generation" 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
"Power Generation" 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.
12.3Secretarial 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 "Annexure-B".
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. AUDITORS' 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:-
Auditors' Qualification |
Management's Reply |
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 "Framework Agreement" (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. |
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 long- term
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 |
|
In Lakhs |
|
(i) |
Investment in Sangam Power Generation Company Limited |
55,212 |
|
(ii) |
Investment in Jaypee Arunachal Power Ltd |
22,872 |
|
(iii) |
Investment in Jaypee Meghalaya Power Ltd |
5 |
|
|
Total |
78,089 |
|
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:-
Auditors Emphasis on matters |
Management's Reply |
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 sub- contracted on back -to -back basis. Further, as
stated, sub- contractor 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, sub- contractor 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. 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 |
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 |
Management's Reply |
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 |
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 & 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. |
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 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. |
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. |
Further, the Statutory Auditors in their Report on Consolidated Financial statements
have made certain qualifications. The
Management's Reply thereto is as under:-
Auditors' Qualification |
Management's Reply |
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 "Framework Agreement" (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. |
Statutory Auditors in their Report on Consolidated Financial statements have made
Emphasis on certain matters. The Management Reply thereto were as under:-
Auditors' emphasis on matters |
Management's Reply |
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 sub- contracted on back -to -back basis. Further, as
stated, sub- contractor 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 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, sub- contractor 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 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 |
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. 42,442lakhs 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 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. |
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 |
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. |
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. |
Our opinion is not modified in respect of above stated matters in para (a)
to (f). |
g) Uncertainty on the going concern of Subsidiary Companies: |
(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 Capital 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. |
(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-to- day
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]. |
|
(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 capital work- in
progress' at this level. Company has made provision of Rs. 846 Lakhs entire
investment. |
(iii) Sangam Power Generation Company Limited Sangam: Power Generation Company Limited
(SPGCL) (where Holding Company investment of Rs. 55,212 lakhs) is having accumulated
losses and its net worth has been significantly eroded as on 31st March 2023 and its claim
against UPPCL is pending before Hon'ble Supreme Court. These conditions indicates the
existence of a material uncertainty that may cast significant doubt about the SPGCL's
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). |
(iii) Sangam Power Generation Company Limited (SPGCL, a Subsidiary Company) was
acquired by JPVL (the Company) 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.55,212 lakhs (5,520
lakhs equity shares of Rs. 10/- each fully paid 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 Hon'ble 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 Hon'ble UPERC for verification of expenditure and
payment thereof and release of performance bank guarantee. Further, UPPCL has filed an
appeal with Hon'ble Supreme Court against above mentioned order of APTEL and also Company
has filed an appeal with Hon'ble Supreme Court against the order of APTEL. Hon'ble Supreme
Court has stayed the Order of APTEL. Further pursuant to the Order dated 14th
December,2021of Hon'ble 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. |
Our opinion on above [(g) (i) to (iii)] is not modified. |
|
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 "Annexure-C"
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/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.
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 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 "Annexure-D".
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 "Annexure-E".
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 AnnexureF (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
AnnexureF(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.
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For and on behalf of the Board |
|
MANOJ GAUR |
Place : New Delhi |
Chairman |
Date : 28th July, 2023 |
[DIN: 00008480] |
|