The Directors present the 28th Annual Report of your Company,together with the Audited Financial Statements (Standaloneand Consolidated), prepared as per Indian AccountingStandards (Ind-AS) as prescribed under Section 134 of theCompanies Act, 2013 (“Act”) and the Auditors' Report for theFinancial Year ended March 31, 2025, which includes thisReport to the Shareholders.
Corporate Insolvency Resolution Process (CIRP) of theCompany
Pursuant to the Order dated 03 June 2024 passed by theHon'ble National Company Law Tribunal, Allahabad Bench(“NCLT”) in a Company Petition bearing number C.P 330/ALD/2018, filed by ICICI Bank Limited under Section 7 of theInsolvency and Bankruptcy Code, 2016 (“Code” or “IBC”), theCompany has been admitted into the Corporate InsolvencyResolution Process (“CIRP”) and Mr. Bhuvan Madan (havingregistration no. IBBI/IPA-001/IP-P01004/2017-2018/11655)was appointed as the Interim Resolution Professional (“IRP”)of the Company to carry out the functions as mentioned underthe Code. Subsequently, the members of the committeeof creditors of the Company (“CoC”), in their 2nd meetingheld on 30 July 2024, confirmed the IRP as the resolutionprofessional (“RP”) of the Company under Section 22 of theCode. The powers of the Board of Directors were suspendedand vested in the IRP/ RP with effect from 03 June 2024. Themanagement and control of Company was vested in its Boardof Directors till 02 June 2024.
The Resolution Professional issued Request for ResolutionPlans in the corporate insolvency resolution process of theCompany (RFRP). In response to the said RFRP the resolutionprofessional received five (5) resolution plans along withearnest money. The resolution plans so received are currentlybeing evaluated.
A copy of Hon'ble NCLT Order dated 03 June 2024, List ofCreditors, Invitation for Expression of Interest, and other detailspertaining to CIRP are available at website of the Company i.e.www.jalindia.com.
Approval of the Financial Statements for the financial year2024-25 and the Directors’ Report
The financial statements have been taken on record andsigned by the RP (subject to the disclaimers set out therein) &signed by the Chief Financial Officer of the Company.
The directors are submitting this Report in compliance withthe provisions of the Companies Act, 2013, the rules framedthereunder (“Act”) and the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”).
While the powers of Board of Directors are suspended inaccordance with the provisions of the Code, they are requiredto perform their duties and responsibilities under applicablelaws, including the Companies Act, 2013 and the SEBI(Listing Obligations and Disclosure Requirements), 2015. Inaccordance with the provisions of the Code, the ResolutionProfessional has been entrusted with the responsibility ofmanaging the affairs of the Company on a “Going Concern”basis. The Directors' Report has been reviewed by thedirectors and basis their recommendation, the same hasbeen signed by the Resolution Professional in good faithand in order to ensure compliance of the corporate debtorwith applicable laws including the Companies Act, 2013 andthe SEBI (Listing Obligations and Disclosure Requirements),2015. In doing so, the resolution professional has relied onthe assistance provided by the directors of the Company, andthe certifications, representations, warranties and statements,made by the directors of the Company, whether written ororal, in relation to the above Directors' Report. The resolutionprofessional has assumed that all the information and dataprovided to the resolution professional by the directorsand personnel of the Company is in conformity with theCompanies Act, 2013 and other applicable laws and that allsuch information as well as data give a true and fair view of theposition of the Company as of the dates and period indicatedtherein and the review is limited to the information availableat the time of signing. The Resolution Professional has notconducted any independent analysis of the informationprovided to him and accordingly, the resolution professionaldisclaims any responsibility for the said information and is notmaking any representations regarding accuracy, authenticity,veracity or completeness of the data or information in theDirectors' Report. No statement, fact, information, whetherpresent or historical, or opinion contained in the Directors'Report, should be construed as a representation or warranty,express or implied, of the resolution professional, includinghis authorized representatives and advisors. Further, actionsof the resolution professional such as the signing of theDirectors' Report have been undertaken in good faith and interms of Section 233 of the IBC, no suit, prosecution or legalproceedings shall lie against the resolution professional for thesame.
The working results of the Company for the year under
report are as under
(Rs. in Crores)
Financial year ended
31.03.2025
31.03.2024
Gross Total Revenue
3406.89
3753.39
Profit before Interest,Depreciation & Tax (PBDIT)
279.26
498.84
Less: Finance Costs
972.73
912.90
Less : Depreciation
449.25
236.56
Profit/(Loss) beforeExceptional items & Tax
(-)1142.72
(-)650.62
Exceptional Items - Gain/ (Loss)
(-)3787.01
(-)668.98
Profit/(Loss) before Tax
(-)4929.73
(-)1319.60
Provision for Tax (includingDeferred Tax)
3.63
20.23
Profit/(Loss) from continuingoperations after Tax (Net Profit)
(-)4933.36
(-)1339.93
Profit/(Loss) from discontinuedoperations after Tax (Net Profit)
-
(-)196.33
Other Comprehensive Income
15.87
(-)2.27
Total Comprehensive Income
(-)4917.49
(-)1538.53
Basic Earnings Per Share[FaceValue Rs.2/- per share]in Rupees
(-)20.10
(-)6.26
Diluted Earnings Per Share[Face Value Rs. 2/- Per Share]in Rupees
During the year under report, the gross total revenue of theCompany decreased from Rs. 3753.39 crores in FY 2023-24to Rs. 3406.89 crores in the current year. Due to increase inoperating cost and other expenses during the year, PBIDT forthe year under report has been 8.20% of Gross Total Revenueagainst 13.29% in the year ended 31st March, 2024. Therewere exceptional items of loss of Rs. 3787.00 crores mainlyon account of writing off of Trade Receivable, Depositsunder Protest in respect of Excise Duty matter, Non-currentinvestments in Jaypee Infratech Ltd., provision for loss onimpairment on “Property, Plant and Equipment” and provisionfor diminution in value of Non-current investments etc.
In line with the Company's publically stated policy, thesummary of divestments carried out by the Company and itssubsidiaries/ associate companies is as given below:
SUMMARY OF DIVESTMENTS CARRIED OUT BY THECOMPANY AND ITS SUBSIDIARIES/ ASSOCIATECOMPANIES
S.
No.
Transaction
Enterprisevalue (Rs.in crore)
Date ofdivestment
1.
Sale of 4.80 MTPA CementPlants in Gujarat demerged byJaypee Cement CorporationLimited (JCCL) (a whollyowned subsidiary)
3,800.00
12th June2014
2.
Sale of entire 74% stakein Bokaro Jaypee CementLimited (a subsidiary), having2.10 MTPA cement grindingplant
667.57
29th
November
2014
3.
Sale of 1.5 MTPA CementGrinding Unit of Company inPanipat, Haryana
358.22
27th April2015
4.
Sale of 1091 MW HEP atKarcham & 300 MW HEP atBaspa-II, Himachal Pradeshby Jaiprakash PowerVentures Limited (JPVL) (thenSubsidiary, now Associate ofthe Company)
9,700
8th
September
2015
5.
Sale of 49 MW Wind PowerPlants of the Company (40.25MW in Maharashtra & 8.75 MWin Gujarat)
161.00
30th
6.
Sale of 17.2 MTPA identifiedCement Plants (includingcaptive power plants) inUttar Pradesh, MadhyaPradesh, Himachal Pradesh,Uttarakhand & AndhraPradesh (which includes 5.0MTPA cement plant of JCCL)
16,189.00
29th June2017
TOTAL
30,875.79
Keeping in view the cash flow stress and the admission of theCompany into corporate insolvency resolution process underthe IBC, no dividend is recommended for the financial year2024-25.
As informed last year also, the Company had, after obtainingvarious approvals (including of Bondholders, Shareholders,Reserve Bank of India, Singapore Stock Exchange, BSE &NSE, domestic lenders, etc.), issued new Bonds (Series Aand Series B) on 28th November 2017, by way of cashlessexchange with
(i) USD 38.640 million, 5.75% Foreign Currency ConvertibleBonds (FCCBs) Due 2021 (Series A Bonds), and
(ii) USD 81.696 million, 4.76% Amortising Non-ConvertibleForeign Currency Bonds Due 2020 (Series B Bonds).
Both Series A and Series B Bonds (both listed on theSingapore Stock Exchange) became due for redemption on30th September, 2021 & 30th September, 2020 respectively.However, among others, the factors like surmounting financialobligations, non availability of working capital for operations,reduced margin in cement business due to pressure oncement prices, economic downturn, the overarching impactof CoVID-19 pandemic etc. resulted in cash flow mismatchdue to which the Company was not in a position to redeemthe Bonds and the Convertible Bonds could not be convertedinto Equity shares since the market price was well below Rs.
10 prior to September 2021. Hence, the Company initiateddiscussions with certain Bondholders in the last quarter ofthe year 2023 for amending the conditions provided in theTrust Deed dated 28th November, 2017 governing the Bondsissuance. Pursuant to such discussions, the Company hasexecuted a non-binding term sheet and related accessionagreements (“Term Sheet”) in February 2024 with (i) approx.93.99% of holders (by principal value outstanding) of theSeries A Bonds and (ii) approx. 91.67% of holders (by principalvalue outstanding) of the Series B Bonds, with an aggregate of92.57% of the collective holders of the Series A Bonds and theSeries B Bonds for restructuring of the Bonds.
However, the process could not be progressed further since theCompany was admitted to Corporate Insolvency ResolutionProcess with effect from 3rd June, 2024 and the RP invitedclaims from all the creditors in terms of the Code and theregulations framed thereunder and in response to the same,the Bondholders have submitted their claims for outstandingdues to the RP through their authorized representative viz. TheBank of New York Mellon, London Branch which have beenadmitted by the Resolution Professional.
5.0 EMPLOYEE STOCK PURCHASE SCHEMEAs the Members are aware through the annual reports ofthe previous years, ‘Jaypee Group ESPS, 2009 Trust” wascreated in 2009 for administering the Stock Purchase Schemeof the Company namely ‘Jaypee Employee Stock PurchaseScheme, 2009” for the ultimate benefit of the employees(including Directors) of the Company and its subsidiaries.
In terms of the Scheme, the Company issued and allotted1.25 Crores Equity Shares of Rs.2 each @ Rs. 60 per share(including premium of Rs. 58 per share) to the said Trust
on 14th December 2009. The said Trust was also allotted
62,50,000 Equity Shares as Bonus Shares on its holding,in terms of the Bonus Issue made by the Company on 19thDecember 2009.
Since inception, the ‘Jaypee Group ESPS, 2009 Trust' hasallocated/ transferred Equity Shares to the eligible employeeunder the scheme, as under:
Particulars
No. ofEligibleEmployees
No. of originalShares(excludingBonus)
No. ofBonusShares
Total no.of shares(includingBonus)
Total Shares availableunder ESPS Scheme
12,500,000
6,250,000
18,750,000
Transferred/ allocatedduring 2010-11
8,032
11,263,706
5,631,852
16,895,558
Transferred/ allocatedduring 2011-12
4
3550
1775
5,325
Transferred/ allocatedduring 2012-13 to2024-25
Balance shares ason 31.03.2025
1,232,744
616,373
1,849,117
During FY 2024-25, no further shares were allocated/transferred by the Trust.
Thus, a balance of 18,49,117 Equity Shares (including bonusshares) are still lying with the Trust for transfer to the eligibleemployees in due course.
It is confirmed that:
(a) there is no employee who has been issued shares in anyyear amounting to 5% or more shares issued during thatyear; and
(b) there is no employee who is entitled to shares under theScheme equal to or exceeding 1% of the issued capital ofthe Company.
The Company is presently executing the following works / projects. The present status of works is given below:
Sl.
Name of Work/Projectunder execution
Location ofWork/Project
Contract Price(Base Value)(Rs. in crores)
Nature ofWork/ Project
Value of workcompleted (excludingescalation andextra items) as on31.03.2025(Rs. in crores)
Works pertaining to :
Turnkey execution of Srisailam Left BankCanal Tunnel Scheme including HeadRegulator etc. of Alimineti Madhava ReddyProject.
Telangana
State
2452.34
(Revised)
Irrigation
Tunnels
1902.09
Construction of Diversion Tunnel, Dam,Intake and Desilting Arrangementincluding Hydro-mechanical Works andHighway Tunnel (Contract Package C-1) ofPunatsanchhu - II Hydroelectric Project.
Bhutan
1224 (Original)1,519.02(Estimated)
Hydro PowerGeneration(1020 MW)
1517.08
Construction of Head Race Tunnel (fromSurge Shaft end), Surge Shaft, ButterflyValve Chamber, Pressure Shafts, PowerHouse and Tail Race Tunnel including Hydro¬Mechanical Works (Contract Package C-3)of Punatsanchhu - II Hydroelectric Project.
856 (Original)1046.53(Estimated)
1061.25
4-laning of Varanasi - Gorakhpur section ofNH-29 from km 88.000 (Design chainage84.160) to km 148.000 (Design chainage149.540) [Package-III Birnon village toAmilla village] under NHDP Phase-IV in thestate of Uttar Pradesh
Uttar Pradesh
840
Highway
Project
810.00
4- laning of Varanasi Gorakhpur section ofNH-29 from km 148.000 (Design chainage149.540) to km 208.300 (Design chainage215.160) [Package-IV Amilla Village toGorakhpur] under NHDP Phase-IV on EPCmode in the State of Uttar Pradesh
1030
1002.40
Palamuru Rangareddy Lift IrrigationScheme- PRLIS- (Package No.4)-Earthwork Excavation & Construction of TwinTunnel in between Anjanagiri Reservoir atNarlapur(V) and Veeranjaneya Reservoir atYedula(V) from Km 8.325 to Km 23.325 inMahabubnagar District (Work awarded toJAL - VARKS - NECL JV with JAL as LeadPartner)
872.14 (afterembeddedtaxes) (RevisedEstimate)(JAL's share) Escalation [TotalContract Value1646.16 (original)1849.86 (RevisedEstimate)]
831.48 (JAL's share)
7.
Construction of Dam, Diversion Tunnel,Intake, Intake Tunnels, Head Race Tunnel(from RD 0.00 to RD 3100.35), Adit - 1 andDiversion Tunnel Gates (Contract PackageC-1) of Arun-3 Hydroelectric Project inNepal.
Nepal
NP Rs. 509.1901crore plus INR803.4669 crore(Equivalent INR1121.71)
Hydro PowerGeneration(900 MW)
863.36
8.
Execution of Naigarhi Micro Irrigation Project(Part-I) on Turnkey basis in Madhya Pradesh
Madhya
Pradesh
350
Micro Irrigation
309.02
9.
Execution of Naigarh Micro IrrigationProject (Part-II) on Turnkey basis in MadhyaPradesh
327
234.13
10.
Execution of Ram Nagar Micro IrrigationProject on Turnkey basis in Madhya Pradesh
306
266.85
11
Execution of Civil and Hydro-mechanicalWorks (Lot-1) of Rahughat HydroelectricProject in Nepal
USD 35.999million plus NPRs. 217.3368crore (EquivalentINR 376.64)
Hydro PowerGeneration (40MW)
315.14
12.
Construction of Civil Works for Barrage,Intake, Desilting tank, HRT, Surge Shaft,Power House, Tail Race Tunnel and aditsetc. of Naitwar Mori Hydroelectric Projectlocated in Distt. Uttarkashi in Uttarakhand
Uttarakhand
530 (Estimated)
Hydro PowerGeneration (60MW)
524.88
13.
Construction of Civil Works comprising ofpart Head Race Tunnels, Adits, Surge Shafts,Pressure Shaft, Valve House, UndergroundPower House, MIV Cavern, TransformerCavern, Adits and Access Tunnels, Tail RaceTunnels, TRT Outlet Structure and PotheadYard etc. of Pakal Dul Hydroelectric Project,J& K (Work awarded to Afcons - JAL JointVenture)
Jammu &Kashmir
1051 (JAL'sShare - 30% ofContract Price)
PowerGeneration(1000 MW)
465.53 (Total)
14.
Construction of Diversion Tunnel (along withHM works), Concrete Face Rockfill Dam(CFRD), Surface & Tunnel Spillway, IntakeStructure, Two nos. part Head Race Tunneland Allied Structures
2853.01
1077.37
15.
Five (5) years contract for Operationand Maintenance (O&M) of all HydroMechanical, Electrical Equipments and Civilwork of Sardar Sarovar Dam for the years2022 - 2027
Gujarat
52.55
Operation andMaintenance
29.70
16.
Construction of Balance Civil WorksPackage: Lot-I for Barrage, Desilting Basins,SFT, Intake Structure, Part of HRT-I & HRT-II and other associated Structures etc. ofTeesta-Vl HE Project, Sikkim.
Sikkim
1752.26 Original1880.14 Revised
Hydro PowerGeneration(500 MW)
1212.87
17
Construction of River Diversion Works,Dam, Intake, Desilting Arrangement andHRT from RD 0.00 m to RD 2,303.00 mincluding Construction of Adit-I for 600 MWKholongchhu Hydro-electric Project (KC-1)located in Trashiyangtse, Bhutan.
972.00
Hydro PowerGeneration(600 MW)
Work yet to start
18.
Construction of Head Race Tunnel from RD14,091.07 m to RD 15,762.80 m includingConstruction Adit VI, Surge Shaft, ButterflyValve Chamber, Pressure Shafts, PowerHouse Complex and Tail Race Tunnel (KC-3) for 600 MW Kholongchhu Hydro - electricProject located in Trashiyangtse, Bhutan.
621.00(JAL Share499.93
3.73
19.
Restoration of Civil Works for Dam, DesiltingChamber, Silt Flusing Tunnel and part HRT(up to Adit-I of HRT) of Teesta-V PowerStation, Sikkim
53.35
Repair &Restoration ofHydro plantcomponents
68.75
20.
Restoration of Damaged HM Componentsat Teesta-V Power Station, 510 MW (3 x170MW), located in East Sikkim District ofSikkim State
INR 106.71 croreplus EURO11.171 Lakhs
73.14
21.
Civil works for Package Package-3, Civilworks for Repair and Restoration of ConcreteDam & appurtenant structure, Power Intake,Desilting Chambers, Branch HRT, GOC,Gate Shafts and Part HRT etc. upto Adit 1 ofTeesta-V Power Station, Sikkim
65.00
21.83
22.
Package-V, Civil works for Repair andRestoration work in HRT from Adit-3downstream to Adit-5, Surge Shaft, TailRace Tunnel area etc. of Teesta-V PowerStation, Sikkim
24.90
29.31
Projects being Executed by Jaiprakash - Gayatri Joint Venture
Value of work completed(including escalationand extra items) as on31.03.2024(Rs. in crores)
Polavaram Project Right MainCanal Package No. - PPRMC 4
Andhra Pradesh
301.30
(JAL's Share - 51%)
Canal
347.82
Veligonda Feeder and TeegaleruCanal Project- (Package-2)
392.58
(Revised) (JAL'sShare - 51%)
335.41
Works:
(i) Construction of River Diversion Works, Dam,Intake, Desilting Arrangement and HRT from RD
0.00 m to RD 2,303.00 m including Constructionof Adit-I for 600 MW Kholongchhu Hydro-electricProject (KC-1) located in Trashiyangtse, Bhutan.The work has been awarded at a contract priceof Rs. 972 crore. Contract Agreement has beensigned on 10.01.2025.
(ii) Construction of Head Race Tunnel from RD14,091.07 m to RD 15,762.80 m includingConstruction Adit VI, Surge Shaft, ButterflyValve Chamber, Pressure Shafts, Power HouseComplex and Tail Race Tunnel (KC-3) for 600 MWKholongchhu Hydro - electric Project located inTrashiyangtse, Bhutan. The contract has beenawarded at a contract price of Rs. 621 crore (JALShare 499.93 crore). Contract Agreement hasbeen signed on 10.01.2025.
(iii) Restoration of Civil works for dam, DesiltingChamber, Silt Flushing Tunnel & Part HRT (up toAdit -I of HRT) of Teesta-V Power Station, Sikkim.The work has been awarded at Contract Price of
Rs. 53.35 crore. The work is under progress.
(iv) Restoration of Damaged HM Components atTeesta-V Power Station, 510 MW (3 x 170MW),located in East Sikkim District of Sikkim.The Company is the lowest Bidder and thework has been awarded at Contract Price ofRs. 106.71 crore plus EUR0 11.171 lakhs.Contract Agreement has been signed and workis under progress.
(v) Package-3, Civil Works for Repair and Restorationof Concrete Dam & Appurtenant Structure, PowerIntake, Desilting Chambers, Branch HRT, GOC,Gate Shafts and Part HRT etc. upto Adit-I forRestoration of Teesta-V Power Station, Sikkim.JAL is the lowest bidder and the work has beenawarded at Contract Price of Rs. 65 crore.Contract Agreement has been signed and workis under progress.
(vi) Package-5, Civil Works for Repair and Restorationwork in HRT from Adit-3 downstream to Adit-5,Surge Shaft, Tail Race Tunnel area etc. of Teesta-VPower Station, Sikkim has been awarded atContract Price of Rs. 24.90 crore and work isunder progress.
The capacity of Cement and Captive Power Plant in theCement Division of the Company and group companiesas on 31st March 2025/at present is as under:JAIPRAKASH ASSOCIATES LIMITED:
PLANT
OPERATING
CEMENT
CAPACITY
CAPTIVE
THERMAL
POWER
MTPA
MW
CENTRAL ZONE
(Jaypee Rewa Plant, JaypeeCement Blending Unit)
1.65
62
UP ZONE
Chunar Cement Factory
2.50
37
Churk Grinding Unit
1.00
180
5.15
279
SUBSIDIARIES & ASSOCIATE COMPANIES:
Jaypee Cement CorporationLimited (Subsidiary) - SouthZone-Jaypee ShahabadCement Plant
1.20
60
Bhilai Jaypee Cement Limited(Subsidiary) - Plants in Satna& Bhilai
2.20
Jaiprakash Power VenturesLimited (Associate) - JaypeeNigrie Cement Grinding Unit
2.00
TOTAL (Subsidiaries &Associates at present)
5.40
GRAND TOTAL AT PRESENT(JAL, JCCL, BJCL & JPVL)
10.55
339
Thus the Group (including JPVL) at present has an installedcement capacity of 10.55 MnTPA and 339 MW of Captivepower. The implementation of expansion of Jaypee ShahabadCement Plant by 1.20 Million Tonnes has been kept inabeyance.
The production and sale of Cement/ Clinker during the yearunder report, as compared to the previous year, are as under:
PARTICULARS
2024-25
(MT)
2023-24
Cement Production (MT)
350,027
1,477,447
Clinker Production (MT)
219,946
1,113,368
Cement and Clinker Sale (MT)(including Self-Consumption)
494,360
1,523,155
During the financial year 2024-25, Productivity Indices of theoperating units of the Company (JAL) were as under:
Sl
Plants
Lime
stone
Crushing
Raw mealGrinding
Clinker
Production
Cement
Grinding
CementDespatchincludingclinker sale
1
Jaypee RewaPlant, Rewa (MP)
330,564
325,882
169,469
274,035
2
Jaypee CementBlending Unit,Sadva Khurd (UP)
3
Chunar CementGrinding Unit,Chunar (UP)
180,558
220,325
Jaypee ChurkGrinding Unit
The Company owns and operates five luxury hotels in theFive Star category in Delhi, Gr. Noida, Agra & Mussoorie,the finest Championship Golf Course & Integrated SportsComplex.
Jaypee Greens Golf Course facilitated prominent andprestigious golf events at its Championship 18 hole GregNorman Golf Course.
“Atlantic-The Club”, an integrated sports complex, Gr.Noida offers world class facilities for International andNational sporting events & tournaments with rooms &conference halls. It has also emerged as Sports AcademyDestination. It has academy for cricket, football & soccer,swimming, shooting, badminton, squash, basketball &lawn tennis.
Indian Green Building Council has conferred LEEDcertificate in “Gold Category” to the Jaypee ResidencyManor, Mussoorie. “Platinum Category” to JaypeeVasant Continental, New Delhi and Jaypee Palace Hotel& Convention Centre, Agra has been presented the “GoldCategory” award for energy & environmental design ofthe building.
The Jaypee Greens Golf Course has been awarded “BestLuxury Resort” by Ministry of Tourism - HRANI (2024)& “Best Luxury Resort - Domestic” by Travel & Leisure(2024). The resort's signature restaurants - La Brezza wasawarded “Best Italian Premium Dining” in both 2024 and2025, while Paatra was named “Best Italian - PremiumDining” in 2024 by Times Food Awards. The ChineseRestaurant - Ano-Tai at Jaypee Vasant Continental, NewDelhi, was awarded “Best Chinese Premium Dining”by Times Food Awards (2024). The Jaypee ResidencyManor, Mussoorie was awarded with “Best 5 Star Hotel”by Ministry of Tourism - HRANI (2024).
The Company's Hotels at New Delhi, Agra and Mussooriehave been accredited with ISO 9001 for QualityManagement System (QMS), ISO 14001 for EnvironmentManagement System (EMS), ISO 22000 for Food SafetyManagement System (FSMS) and Hazard Analysis andCritical Control Point (HACCP).
Jaypee Greens, the real estate brand of the JaypeeGroup has been creating lifestyle experiences, frombuilding premium golf-centric residences to large formattownships, since its inception in the year 2000. A total of8,104 Units were offered possession till 31st March 2025.Jaypee Greens, Greater Noida
Jaypee Greens, Greater Noida spread across 452 acresis the maiden golf centric residential development andintegrates Luxury villas and apartments with an 18 HoleGreg Norman Signature golf course, 9 Hole chip & puttgolf course, landscaped parks and lakes along with anintegrated sports complex, 60 acre nature park and a 5star Spa resort in collaboration with Six Senses Spa ofThailand.
Possession has been offered for 1,825 units till 31stMarch 2025, across all the projects in this township.Jaypee Greens Greater Noida is appreciated by itsresidents and the industry as one of the finest golf centrictownship in India.
Jaypee Greens Wish Town Noida - An IntegratedTownship.
Jaypee Greens Noida - being developed by the JaypeeGroup is the bench mark project in the region of Noida.Spread over a sprawling 1,063 acres IntegratedTownship developed by Jaiprakash Associates Limitedencompassing projects of both Jaiprakash AssociatesLimited & Jaypee Infratech Limited offering a wide rangeof residential options ranging from independent homesto high-rise apartments and penthouses, along with hostof operational amenities such as the 18 9 hole GrahamCooke designed golf facility, the 500 bed super specialtyHospital, educational facilities including Jaypee PublicSchool and Jaypee Institute of Information Technology.The entire township is dotted with landscaped parks,recreational facilities, entertainment hubs and commercialcenters.
Jaypee Greens Wish Town Noida - JaiprakashAssociates Limited (JAL)
In Jaypee Greens Wish Town Noida, JAL has offered3,440 Apartments and Commercial Shops (till 31stMarch 2025) in projects - Pavilion Court & Heights,Kalypso Court, Imperial Court etc. Out of these nearly223 apartments & commercial shops were completed inthe year 2024-2025 thereby enhancing the facilities for theresidents.
In addition, till 31st March 2025, the Company has offeredpossession of 420 independent units of Town-homes,Kingswood Oriental and residential plots across multipleprojects of JAL. A large number of plot buyers have alsocommenced construction of their homes.
Jaypee Group, with the support of UPRERA has restartedits two stalled projects Kalypso Court & Knights Court,becoming the first company in the country to completethe project on Joint basis with the customers, under thesupervision of UPRERA. The customers joined hands with
the promoter to jointly fund the project by contributingtheir balance payments so as to complete the pendingbalance finishing works in 12 Towers which include 4towers of Project Kalypso Court & 8 towers of KnightsCourt.
Jaypee Greens Sports City
Jaypee Greens Sports City, located adjacent to the YamunaExpressway, is home to India's first International Motorracing track, a long green boulevard and much more. ThisSports City had hosted India’s first F1 race in October,2011 followed by two more races in 2012 and 2013.
The development of Sports City inter-alia comprises ofvarious thematic districts offering residential, sports,commercial and institutional facilities. The commercialzone will offer well defined areas for elaborate financialand civic centers, along with residential districts whichwill have a vast range of products including villas,town homes and residential plots and mid to high riseapartment blocks, to suit the requirements of all.
Yamuna Expressway Industrial Development Authority(YEIDA) vide its communication dated 12.02.2020 hadconveyed its action relating to cancellation of the allotmentof Land admeasuring 1085 Hectare (Core/Non-core area)located at Special Development Zone (SDZ), Sector-25, Sports City, Greater Noida allotted to the Companyinter alia, on account of alleged non-payment of certaindues. The Company challenged the above order beforeHon'ble Allahabad High Court. The Hon'ble High Court ofJudicature at Allahabad vide Judgment dated 10.03.2025in the matter of Jaiprakash Associates Limited v. State ofUttar Pradesh, Writ Petition 6049 of 2020, has inter alia:(a) upheld the cancellation order passed by YEIDA, whichcancelled the allotment of YEIDA Sports City to JAL; (b)directed YEIDA as per its commitments to take over thehousing projects and ensure completion of the same; (c)directed YEIDA to appoint a Nodal Officer, who shouldbe a gazetted officer (or equivalent) to decide any issueregarding remaining amount payable by homebuyers;(d) directed YEIDA to make available necessary fundsirrespective of the sum collected by it from the allottees,for timely execution and completion of the housingprojects; and (e) directed that if any allottee chooses towithdraw from the project, the corresponding unit shallbecome available for sale by YEIDA and consequently, allrefund claims shall be borne by YEIDA.
The Company through RP has filed a Special LeavePetition bearing number 9497 of 2025 (SLP) before theHon'ble Supreme Court (SC), challenging the aforesaidjudgment and inter alia seeking a stay on the aforesaidjudgment as an interim relief. Please refer to the notes toFinancial Statements in this regard.
Possession of 2419 residential plots in Country Home-I& II, Krowns and Greencrest Homes has been offered till31st March 2025.
Backed by a strong team of Architects, Engineers andSales and Marketing professionals, the Company iscommitted to delivering all of its projects in the comingyears.
Jaypee International Sports (JIS) (a Division of JaiprakashAssociates Limited) (initially incorporated as a Companyon 20th October 2007 and amalgamated into theCompany, JAL, on 16th October 2015) was allottedaround 1100 Ha. of land for development of SpecialDevelopment Zone (SDZ) with sports as a core activityby Yamuna Expressway Industrial Development Authority(YEIDA). This area is inclusive of 100 Ha of land to be usedfor Abadi Development. The core activities are sportsinter-alia Motor Race Track, suitable for Holding FormulaOne race and setting up a Cricket stadium of InternationalStandard to accommodate above 1,00,000 spectatorsand others.
The Motor Race Track known as Buddh InternationalCircuit (BIC) was completed well in time and JISsuccessfully hosted the three Indian Grand Prix held inOctober 2011, October 2012 & October 2013. The successof the event was acknowledged by winning of manyawards and accolades. Buddh International Circuit (BIC)was envisaged as one stop destination for promotionalevents by automobile manufacturers, exhibitions,shooting of movies, concerts, product launches and other
The development of non-core area planned for grouphousing, plots, flats, etc. and other social activities are inprocess.
Please refer the detailed description of the dispute withYEIDA under the heading ‘Jaypee Greens Sports City’ inparagraph 6.4 above.
All the coal blocks including Amelia (North), Dongri Tal-II& Mandla South allotted to MPSMCL and Mandla Northto JAL were cancelled by Supreme Court verdict dated24.09.2014. Ministry of Coal decided to reallocate allthe cancelled coal blocks through e-auction/ allocation.Amelia (North) and Mandla North coal blocks categorizedas Schedule-II (Mines producing coal or about toproduce) were put for e-auction in first tranche whereinJaiprakash Power Ventures Limited (JPVL) and JAL weredeclared successful bidders for above blocks respectively.Subsequently JCCL also won Mandla South and Majracoal mines in the auction held for coal blocks in Schedule-III and tranche-III respectively.
Status of each coal mine vested to JPVL, JAL and JCCL is given below:
Type of Mine
Name of Mine
Status
Open Cast
(O/C)
Amelia (North)(JPVL)
• The mining activities in Amelia (North) coal mine were started on 26.05.2015.
• During the FY 2022-23 JPVL applied for expansion of production capacity from2.8 MTPA to 3.36 MTPA. Further it applied for expansion from 3.36 MTPA to 3.92MTPA in the FY 2023-24.
• After obtaining the Environmental Clearance, JPVL achieved peak rated capacityof 3.92 MT during the year 2023-24 and similarly in financial year 2024-25.
Under Ground
(U/G)
Bandha North(JPVL)
• The Coal Block Development and Production Agreement has been signed on17th October 2022 and allocation order has been issued on 12th December 2022.
• Since the coal block was partially explored, detailed exploration was carried out.Draft Geological Report has been submitted to Ministry of Coal for approval.
Mandla North(JAL)
• Termination letter of Coal Mine Development and Production Agreement andVesting Order has been received on 12.03.2018 and 21.03.2018.
• A writ Petition has been filed in Allahabad High Court on 27.03.2018
• The Hon'ble High Court of Allahabad saw merit in the points brought out by JALand directed that no coercive action be taken against the petitioner
• The coal block has now been allocated to M/s Dalmia Cement (Bharat) Limited.
• The court proceedings are under way and judgment is awaited.
Mandla South(JCCL)
• Arising out of process of sale of all End Use Plants with M/s Ultratech, Terminationletter of Coal Mine Development and Production Agreement and Vesting Orderhas been received on 06.03.2018.
• A writ Petition has been filed in Allahabad High Court on 19.03.2018.The Hon'ble High Court of Allahabad saw merit in the points brought out by JCCLand directed that no coercive action be taken against the petitioner
• The coal block had been put on auction but not yet allotted.
O/C and U/G
Majra (JCCL)
• Arising out of process of sale of all End Use Plants to M/s Ultratech, Nominatedauthority issued termination of the block.
• A writ Petition had been filed in Allahabad High Court on 04.08.2018 with prayerfor quashing the Impugned letter and provide relief.
• The Hon'ble High Court of Allahabad ordered that our case was disposed of andall contentions of the parties on merits are kept open.
• A dispute has been raised in the court of Special Tribunal at Nagpur on 17.10.2018.
• The tribunal proceedings are under way and judgment is awaited.
The Company had been operating the MSW Plantsatisfactorily under the Implementation Agreementwith Municipal Corporation, Chandigarh (MCC); dailygarbage of the city of Chandigarh was being used as perthe agreement; the plant was serving the twin purposeof keeping the city clean and to conserve the energyresources in the form of producing fuel called as RefuseDerived Fuel (RDF). RDF (in fluff form), the final productof the plant, was being disposed off commercially asa good substitute of conventional fuel in the industriesand Power plants located around Chandigarh.
The Implementation Agreement provided forconsideration of payment of Tipping Fee in case anyother Municipal Authority/State Government paysit. The Company approached MCC for payment ofTipping Fee for the MSW being processed at its plant inChandigarh since various other authorities had startedpaying Tipping Fee for processing of MSW. Initially,MCC declined to pay the same but consequent uponOrder of Hon'ble NGT, MCC started paying Tipping Fee.However, it stopped the payment after nine months. TheCompany invoked arbitration and approached HighCourt for confirmation of appointment of Arbitrator.
MCC issued a notice on 09.03.2020 directing handingover the Plant in 24 hours under the pretext of NGT order.The Company approached District Judge, Chandigarhunder Section 9 of Arbitration and Conciliation Act anddirections were stayed by the Ld. District Judge videorder dated 09.03.2020 and the Company was directedto invoke arbitration, in respect of issue raised, within 3months which was duly complied with. However, MCCagain issued notice on 18.06.2020 directing handingover the Plant in 24 hours, i.e., by 5 PM of 19.06.2020.The Ld. ADJ Chandigarh by order dated 19.06.2020extended the stay by one month. However, MCCillegally and forcibly entered the premises, took over thepossession of the Plant and drove out the employees ofthe Company by around 5.30 pm.
The Company again approached the Court of Ld.ADJ to restore the possession of the plant and also toinitiate contempt proceedings against the MCC and itsCommissioner.
MCC approached Hon'ble High Court against theorders of Ld. ADJ, Hon'ble High Court, persuaded both
sides for a consent order to refer the matter to Arbitratorto be appointed by Hon'ble High Court. Accordingly,Arbitral Tribunal of Sole Arbitrator has been constitutedwho has commenced the Arbitration proceedings. Theearlier matter of Arbitration in respect of Tipping Fee hasalso been referred to the same Arbitral Tribunal.
The Company's application before Ld. ADJ for contempthas been admitted for further trial.
The Arbitral proceedings in both matters are in progressin respect of the Statements of Claim/Counter Claimfiled by both sides. The Company has approached theHon'ble High Court seeking an extension of tenure ofArbitral Tribunal, which expired on 24th April 2025. Thematter is currently pending.
In contempt case before Ld. ADJ, JAL has commencedcross examination of its witnesses. The MCCapproached Hon'ble High Court seeking directionsthat no further witnesses be required to undergo cross¬examination, arguing that one cannot be compelled togive evidence against oneself. The Company has filedits reply, and after hearing the matter, the Hon'ble HighCourt directed that the case be heard by the Ld. ADJ.Subsequently, MCC approached ADJ's Court with sameplea. The matter is pending for adjudication.
8.0 SUBSIDIARIES, ASSOCIATES & JOINT VENTURESAs on 31st March 2025, in terms of the provisions ofCompanies Act 2013, your Company had followingsubsidiaries which are engaged in different businessactivities:
1. Bhilai Jaypee Cement Limited (Under CIRP)
2. Gujarat Jaypee Cement & Infrastructure Limited
3. Jaypee Cement Corporation Limited (Under CIRP)
4. Jaypee Assam Cement Limited
5. Jaypee Ganga Infrastructure Corporation Limited
6. Himalyan Expressway Limited
7. Jaypee Agra Vikas Limited
8. Jaypee Infrastructure Development Limited
9. Jaypee Cement Hockey (India) Limited
10. Jaypee Fertilizers & Industries Limited
11. Jaypee Uttar Bharat Vikas Private Limited
12. Kanpur Fertilizers & Chemicals Limited (Formerlyknown as Kanpur Fertilizers & Cement Limited)
13. Himalyaputra Aviation Limited
14. Jaiprakash Agri Intiatives Company Limited
15. Yamuna Expressway Tolling Limited
16. East India Energy Private Limited
Note: The resolution plan in respect of erstwhile Wholly OwnedSubsidiary viz. Jaypee Infratech Limited (JIL) as submitted bySuraksha Realty Limited alongwith Lakshdeep Investmentsand Finance Private Limited (Successful ResolutionApplicants) was approved by Hon'ble NCLT, New Delhi videits Order dated 7th March, 2023. Appeals filed against the saidOrder before the Hon'ble NCLAT were also disposed off byHon'ble NCLAT. As a part of implementation of the successfulresolution plan, JIL had cancelled on 21st June 2024, all theshares held by the Company. The Company has Written offNon-Current investments amounting to '84926 Lakhs in JILpursuant to Hon'ble NCLT and Hon'ble NCLAT Orders andimplementation of Resolution Plan by Successful ResolutionApplicants. Hence, JIL has ceased to be a subsidiary of theCompany during the year under report.
As on 31st March, 2025, the Company (JAL) has followingAssociate Companies [as per Section 2(6) of Companies Act,2013 i.e. in which it holds 20% or more of total share capital]and Joint Ventures:
1. Jaiprakash Power Ventures Limited, (24,00%)
2. Madhya Pradesh Jaypee Minerals Limited, (49.00%)
3. MP Jaypee Coal Limited, (49.00%)
4. MP Jaypee Coal Fields Limited, (49.00%)
5. RPJ Minerals Pvt. Limited, and (43.83%)
6. Sonebhadra Minerals Pvt. Limited. (48.76%)
Jaiprakash Power Ventures Limited (JPVL) was asubsidiary of JAL, however, w.e.f. 18.02.2017 it became anAssociate Company. Thus, the following subsidiaries of JPVLalso ceased to be subsidiaries of JAL w.e.f. 18.02.2017 andbecame Associate Companies:
1. Jaypee Arunachal Power Limited
2. Sangam Power Generation Company Limited
3. Jaypee Meghalaya Power Limited
4. Bina Mines & Supply Limited (Erstwhile Bina PowerSupply Limited)
Note- A: Prayagraj Power Generation Company Limited
(PPGCL) is no more a subsidiary of JPVL w.e.f. 18.12.2017,hence no more an Associate of JAL w.e.f. 18.12.2017. JAL,however, continues to hold 10.53% equity stake in PPGCL.
Note-B: Jaypee Powergrid Limited is no more a subsidiaryof JPVL w.e.f. 25.03.2021, hence no more an Associate of JALw.e.f. 25.03.2021.
The status of the aforesaid Subsidiaries is given in Annexure-1and of the Associates & Joint Ventures in Annexure-2.
9.0 CONSOLIDATED FINANCIAL STATEMENTSThe statement (in prescribed form AOC-1) as required underSection 129 of the Companies Act, 2013, in respect of theSubsidiaries and Associate companies of the Company isannexed and forms an integral part of this Report.
The consolidated financial statements of the Company &
its subsidiary/associate companies, as mentioned in formAOC-1 , for the year ended 31st March 2025, preparedin accordance with Accounting Standard (IND AS-110)“Consolidated Financial Statements” prescribed by the Instituteof Chartered Accountants of India, form part of the AnnualReport and Financial Statements.
The Financial Statements of the subsidiary/associate companiesand the related detailed information (as per Section 129 of theCompanies Act, 2013) will be made available to the shareholdersof the Company and subsidiary/associate companies seekingsuch information. The financial statements of the subsidiary/associate companies will also be kept for inspection by anyshareholder at Company's Corporate Office/RegisteredOffice and also that of the subsidiaries. Further, the Companyshall furnish a hardcopy of financial statements of subsidiary/associate companies to any shareholder on demand.
The Company has also uploaded the Financial Statements ofsubsidiary companies on its website i.e. www.jalindia.com.
Post divestment of part of cement business and other assets todeleverage the balance sheet of the Company, the Companyis putting its best efforts to enhance its presence in its corebusiness i.e. Engineering & Construction activities. TheCompany has at present an order book of E&C Contracts ofaround Rs. 18,300 crores.
The performance during the year is considered reasonablysatisfactory. The future prospects of the Company's businessand the business of its subsidiaries are as disclosed in this report.
(i) Re-appointment of Shri Jaiprakash Gaur Ji, ChairmanEmeritus & Director w.e.f. 30th September 2024
During the year under report, Shri Jaiprakash Gaur Ji,Chairman Emeritus & Director who retired by rotation atthe last Annual General Meeting of the Company, wasre-appointed by the shareholders in the same meetingheld on 30th September, 2024.
(ii) Re-appointment of Shri Manoj Gaur, ExecutiveChairman & CEO w.e.f. 1st April 2024
Shri Manoj Gaur, Executive Chairman & CEO was re¬appointed for a period of 1 year from 1st April, 2024 to31st March, 2025, by the Board of Directors on 30thJanuary, 2024 and by the shareholders on 9th May 2024by passing a resolution through postal ballot process.
(iii) Re-appointment of Shri Pankaj Gaur as ManagingDirector w.e.f. 1st July 2024
Shri Pankaj Gaur was re-appointed as the ManagingDirector of the Company for one year from 1st July, 2024to 30th June, 2025, pursuant to the resolution passedby the Nomination & Remuneration Committee (NRC)on 11th May, 2024; resolution passed by the Board ofDirectors on 11th May, 2024 and an Ordinary Resolutionpassed by the Shareholders on 30th September 2024.
(iv) Re-appointment of Shri Naveen Kumar Singh asWhole-time Director w.e.f 30th September 2024Shri Naveen Kumar Singh was re-appointed as theWhole-time Director of the Company for one yearfrom 30th September, 2024 to 29th September, 2025,
pursuant to the resolution passed by the Nomination& Remuneration Committee (NRC) on 11th May, 2024;resolution passed by the Board of Directors on 11thMay, 2024 and an Ordinary Resolution passed by theShareholders on 30th September 2024.
(v) Resignation of Shri Rama Raman, IndependentDirector with effect from 12th March 2025.
Shri Rama Raman, who joined the Company on 24thSeptember 2022, as an Independent Director, resignedas the Director of the Company w.e.f 12th March, 2025due to his personal reasons.
(vi) Resignation of Ms. Vidya Basarkod, IndependentDirector with effect from 25th March 2025.
Ms. Vidya Basarkod, who joined the Company on 24thSeptember 2022, as an Independent Director, resignedas the Director of the Company w.e.f 25th March, 2025due to her personal reasons.
As per sub-regulation (2A) of Regulation 15 of theSEBI Listing Regulations, the provisions of Regulations17, 18, 19, 20 and 21 of the SEBI Listing Regulationswith regard to composition of Board and its variousCommittees and meetings thereof are not applicable tothe Company due to the Company being under CIRP.
The term of Independent Directors of the Company isas under:
Names ofIndependentDirectors
DIN
Tenure
From
to
Dr. P .K. Agrawal
08311041
10-02-2022
09-02-2027
Dr. Y. Medury
01752495
10-08-2022
09-08-2027
Shri K. M. Singh
02223301
24-09-2022
23-09-2027
Shri N. K. Grover
08543115
The term of three Executive Directors of the Company is as under:
Names ofExecutiveDirectors
Designation
Shri Manoj Gaur
Executive Chairman& CEO
00008480
01.04.2024 to
Shri Pankaj Gaur
Whole-time Director(designated asManaging Director)
00008419
01.07.2024 to
30.06.2025
Shri NaveenKumar Singh
Whole-time Director
00215393
30-09-2024 to29-09-2025
Shri Jaiprakash Gaur Ji (DIN 00008085), Director & FounderChairman and Shri Sunil Kumar Sharma (DIN 01859229),Director & Vice Chairman are the Non-executive Non¬independent directors.
11.5 Retirement by rotation:
Shri Pankaj Gaur, Director would retire by rotation at theforthcoming Annual General Meeting of the Company.The proposal for approval of his re-appointment shall beincluded in the Notice of the Annual General Meeting.
11.6 The tenure of Shri Manoj Gaur, Executive Chairman & CEOhas expired on 31st March, 2025. Tenure of Shri PankajGaur as the Whole Time Director (designated as ManagingDirector) has expired on 30th June, 2025 and that of ShriNaveen Kumar Singh as the Whole-time Director wouldexpire on 29th September, 2025 and it is proposed toappoint them as ‘director’ for a period of one year each.The proposal for approval of their appointment as ‘director’shall be included in the Notice of the Annual GeneralMeeting.
11.7 Whole-time Key Managerial Personnel:
The details about the Whole-time Key Managerial Personnelare given in Para No. 23 of the Corporate GovernanceReport enclosed herewith.
12.0 DEPOSITS
The Company enjoyed respectable track record ofcompliance of Public Deposit rules prescribed byGovernment of India from time to time. As on 1st April2014, the Company had outstanding fixed deposits andinterest payable thereon aggregating Rs. 2,722.53 Crores.Entire amount of fixed deposits has since been repaid.
M/s. Dass Gupta & Associates, CharteredAccountants, New Delhi (Firm Registration No.000112 N with ICAI), were appointed as StatutoryAuditors of the Company for four years viz. FinancialYear 2021-22 to 2024-25 (i.e. a total term of fiveconsecutive years including FY 2020-21), to hold officeuntil the conclusion of annual general meeting to beheld in the calendar year 2025 at a remuneration asmay be decided by the Board of Directors.
They hold a valid Certificate issued by the Peer ReviewBoard of ICAI. The terms of their appointment includethe provisions as contained under Clause 6A & 6Bof SEBI Circular No. CIR/CFD/CMD1/114/2019 dated18th October 2019. The Shareholders of the Companyapproved their appointment by passing an OrdinaryResolution on 21st March 2021.
They are proposed to be re-appointed for another termof 5 financial years i.e. from financial year 2025-26 to2029-30, to hold office until the conclusion of annualgeneral meeting to be held in the calendar year 2030.The proposal for approval of their re-appointmentshall be included in the Notice of the Annual GeneralMeeting.
M/s VKC & Associates, Practising CompanySecretaries (Firm Registration No. P2018DE077000),
were appointed as Secretarial Auditors of the Companyby the Board of Directors, based on recommendationsof the Audit Committee, as per Section 204 of theCompanies Act, 2013, for the Financial Year 2024¬25. Their Secretarial Audit Report for the financial yearended 31st March 2025 forms part of this Report.
As per the provisions of Regulation 24A of the SEBI(Listing Obligations & Disclosure Requirements)Regulations, 2015, the Secretarial Audit Reportof Material Unlisted Subsidiary Companies of the
Company viz. Kanpur Fertilizers & Chemicals Limitedand Jaypee Cement Corporation Limited for theFinancial Year ended 31st March, 2025 also form partof the Annual Report of the Company.
M/s. VKC & Associates are proposed to be re¬appointed for another term of 5 financial years i.e. fromfinancial year 2025-26 to 2029-30, to hold office untilthe conclusion of annual general meeting to be held inthe calendar year 2030. The proposal for approval oftheir re-appointment shall be included in the Notice ofthe Annual General Meeting.
For the Financial Year 2024-25, M/s. J.K. Kabra& Co., Cost Accountants, (Firm’s RegistrationNo. 2890) are carrying out the cost audit in respectof maintenance of cost records as specified by theCentral Government for applicable businesses of theCompany and their report will be filed with CentralGovernment in due course.
M/s. J.K. Kabra & Co., Cost Accountants are proposedto be re-appointed for the Financial Year 2025-26, forauditing the cost accounts maintained by the Companyin respect of applicable businesses of the Company.Their remuneration is subject to ratification byshareholders for which a proposal shall be included inthe Notice of AGM.
14.0 REPORTS ON CORPORATE GOVERNANCE,MANAGEMENT DISCUSSION & ANALYSIS ANDBUSINESS RESPONSIBILITY
The Report on Corporate Governance andManagement Discussion & Analysis Report andBusiness Responsibility & Sustainability Report (BRSR)in prescribed format, in terms of Regulation 34 and 53read with Schedule V of SEBI LODR are annexed andform part of this Annual Report.
A certificate from the Auditors confirming compliancewith the conditions of Corporate Governance isalso annexed. The Company is complying with theCorporate Governance norms laid down in SEBI LODRexcept those provisions which are not applicable tothe Company due to being under CIRP
15.0 EMPLOYEE RELATIONS & PREVENTION OFSEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Employee relations continued to be cordial throughoutthe year. The directors of your Company wish to placeon record his sincere appreciation for the employees'confidence, team spirit & determination in facing thechallenges at all work sites and all offices and also co¬operating in the smooth conduct of CIRP!
CASES FILED PERTAINING TO SEXUALHARASSMENT OF WOMEN AT WORK PLACEThere was no case filed by any woman during theCalendar year 2024 nor during Calendar year 2025(till 31st March 2025) pertaining to sexual harassmentof women at work place. The Company has formedan ‘Internal Complaints Committee' pursuant to theprovisions of ‘The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)Act, 2013' for the purpose of prevention of sexualharassment of women at workplace. The saidCommittee gave its Report which confirms that nosuch case has been filed during the above mentionedperiods.
The web-link for Annual Return as required providedunder Section 92(3) is http://www.jalindia.com/annual-return.html.
Only 1 (One) meeting of the Board of Directors washeld during the Financial Year 2024-25 i.e. on 11th May2024. No meeting of the Board of Directors took placeafter commencement of CIRP of the Company w.e.f 3rdJune 2024. The details of meeting held and attendedby Directors are given in Corporate Governance Reportin Para 2.0.
Based on internal financial controls, work performedby the Internal, Statutory, Cost and Secretarial Auditorsand external agencies, the reviews performed by thedirectors of the Company with the supervision of theResolution Professional, pursuant to Section 134(5) ofthe Companies Act, 2013, the confirmation is herebygiven for the Company for the year ended 31st March2025 that:
a) the directors followed in the preparation of theannual accounts, the applicable accountingstandards alongwith with proper explanationrelating to material departures;
b) the directors selected such accounting policiesand applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company at the end ofthe financial year and of the profit and loss of theCompany for that period;
c) the directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions ofCompanies Act, 2013 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities;
d) the directors have prepared the annual accountson a going concern basis;
e) the directors have laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate andwere operating effectively; and
f) the directors have devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate, operating effectively and the same arebeing strengthened on continuous basis fromtime to time.
16.4 STATEMENT ON DECLARATIONS GIVEN BYINDEPENDENT DIRECTORS UNDER SECTION 149
(6) & (7)
In Compliance with the provisions of Section 149(6) &149 (7) of the Companies Act, 2013 and SEBI (ListingObligation and Disclosure Requirements), Regulations,2015, the Company has received requisite declarationsfrom all the Independent Directors of the Company.
16.5 NOMINATION AND REMUNERATION POLICYUNDER SECTION 178(3).
The Company has a policy on Nomination andRemuneration as approved by Board and more detailson this are given under Corporate Governance Report.
16.6 COMMENTS ON QUALIFICATIONS, RESERVATIONSOR ADVERSE REMARKS OR DISCLAIMERS MADE(IF ANY) BY THE STATUTORY AUDITORS AND BYTHE SECRETARIAL AUDITORS
The observations of Statutory Auditors & SecretarialAuditors and Notes to the financial statements are self¬explanatory.
Their observations/qualifications and reply ofmanagement are given in Annexure 3.
16.7 PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186
The Particulars of Loans, Guarantees or Investmentsare given in the notes to financial statements especiallyunder Note No. 3, 5 and 35 of the Financial Statements.
16.8 PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1)
The particulars as per the prescribed Format (AOC-2)are enclosed as Annexure 4.
All the related party transactions during the year wereon an arm's length basis and in ordinary course ofbusiness.
16.9 STATE OF COMPANY AFFAIRS
The State of Company Affairs is given in para no. 1, 6,7 and 8 of this Report.
16.10 AMOUNT, IF ANY WHICH COMPANY PROPOSESTO CARRY TO ANY RESERVES
NIL.
16.11 AMOUNT, IF ANY WHICH COMPANY RECOMMENDSSHOULD BE PAID BY WAY OF DIVIDEND
16.12 MATERIAL CHANGES AND COMMITMENTS, IFANY, AFFECTING THE FINANCIAL POSITIONOF THE COMPANY WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAROF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THEREPORT
There are no material changes and commitments,affecting the financial position of the Company whichhave occurred between 31st March 2025 and thedate of this Report.
16.13 CONSERVATION OF ENERGY TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO
Particulars with respect to conservation of energy,technology absorption, foreign exchange earnings &outgo, pursuant to Section 134 of the Companies Act,2013, read with Companies (Accounts) Rules 2014for the year ended 31st March 2025 are annexed asAnnexure 5 and form an integral part of this Report.
16.14 STATEMENT INDICATING DEVELOPMENT ANDIMPLEMENTATION OF A RISK MANAGEMENTPOLICY FOR THE COMPANY INCLUDINGIDENTIFICATION THEREIN OF ELEMENTS OF RISK,IF ANY, WHICH MAY THREATEN THE EXISTENCEOF THE COMPANY.
i) The Company has a Risk Management policy asapproved by Board and its details are given in theCorporate Governance Report.
ii) In the opinion of the directors, there is no riskwhich may threaten the existence of the Company.
16.15 DETAILS ABOUT THE POLICY DEVELOPED ANDIMPLEMENTED BY THE COMPANY ON CORPORATESOCIAL RESPONSIBILITY INITIATIVES TAKENDURING THE YEAR
The details about the Corporate Social Responsibility(CSR) Policy are given in Corporate GovernanceReport. The said Policy of the Company is availableon the following link: [www.jalindia.com/attachment/CSRpolicy.pdf]
The Initiatives taken by Company during the year aregiven in Annexure - 6.
16.16 STATEMENT INDICATING THE MANNER IN WHICHFORMAL ANNUAL EVALUATION HAS BEEN MADEBY THE BOARD OF ITS OWN PERFORMANCEAND THAT OF ITS COMMITTEES AND INDIVIDUALDIRECTORS.
During the period under report, the Annual Evaluationof Board, its Committees and Directors for the financialyear 2023-24 was done as per the criteria laid down bythe Nomination and Remuneration Committee (NRC).The NRC carried out the evaluation of performance ofthe Board, its Committees (other than NRC) and alsoof Executive Directors of the Company for the financialyear 2023-24 at its meeting held on 11th May 2024.The Board also carried out the evaluation of NRC at itsmeeting held on 11th May 2024.
The composition of Committees of the Board is asunder:
1. AUDIT COMMITTEE
Dr. P K. Agrawal
Chairman
Shri N K Grover
Member
Dr. Y Medury
# Ms.Vidya Basarkod
2. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
*Shri Rama Raman
Shri Sunil Kumar Sharma
Shri Naveen Kumar Singh
3. NOMINATION & REMUNERATION COMMITTEE
Dr.Y Medury
#Smt. Vidya Basarkod
4. CSR COMMITTEE
Shri K M Singh
5. FINANCE COMMITTEE
Dr. PK. Agrawal
6. RISK MANAGEMENT COMMITTEE
5
* Resigned w.e.f. 12.03.2025
# Resigned w.e.f. 25.03.2025
Under the provisions of the Code, the powers of theboard of directors (including its sub-committees)remain suspended during the CIRP and are vested inand exercised by the resolution professional. Pleasealso refer to Regulation 15(2A) and (2B) of the SEBI(Listing Obligations and Disclosure Requirements),2015 in this regard.
16.17 THE DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE
As mentioned previously, the Company has beenadmitted into CIRP vide order of the Hon'ble NationalCompany Law Tribunal, Allahabad dated 3 June 2024.Details of Orders of Competition Commission, NCLTand Supreme Court are given in Notes to FinancialStatements/ this Report.
16.18 DETAILS IN RESPECT OF ADEQUACY OFINTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
Your Company has approved internal financial controlsand policies/ procedures for orderly and efficientconduct of the business including safeguardingof assets, prevention and detection of frauds anderrors, ensuring accuracy and completeness of theaccounting records and the timely preparation ofreliable financial information. The Audit Committeeevaluated the internal financial control systemperiodically until commencement of CIRP YourCompany has adopted accounting policies whichare in line with the Indian Accounting Standards(Ind-AS) notified under Section 133 of the Act readwith the Companies (Indian Accounting Standards)Rules, 2015. These are in accordance with GenerallyAccepted Accounting Principles in India.
The Internal Audit of the Company for FY 2024-25 hasbeen carried out by
(i) M/s. R. Nagpal Associates for Engineering &Construction Division; and
(ii) M/s. DPNC Global LLP for Real Estate, Cementand Allied Business & Hotels business.
The following have been appointed as InternalAuditors for F.Y 2025-26:
(i) M/s. R. Nagpal Associates for Hotel Division,Cement Division and Heavy Engineering Works(HEW); and
(ii) M/s. DPNC Global LLP for Engineering &Construction Division and Real Estate Project(REP).
During the year under review, the Statutory Auditorsand Secretarial Auditors have not reported anyinstance of fraud in respect of the Company by itsofficers or employees as required under Section143(12) of the Companies Act, 2013.
The Company has adopted a whistle blower policyand has established the necessary vigil mechanism fordirectors and employees in confirmation with Section177 of the Companies Act, 2013 and Regulation 22of SEBI LODR, to facilitate reporting of the genuineconcerns about unethical or improper activity, withoutfear of retaliation.
The vigil mechanism of the Company provides foradequate safeguards against victimization of whistleblowers who avail of the mechanism. The said policyis uploaded on the website of your Company and thelink of the same is given in the Corporate GovernanceReport forming part of the Annual Report.
16.21 DETAILS PERTAINING TO REMUNERATIONAS PER RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014
The Details are given in Annexure - 7.
16.22 DETAILS PERTAINING TO REMUNERATIONAS PER RULE 5(2) & (3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014.
The Details are given in Annexure- 8.
Pursuant to the order dated 3rd June, 2024 passed bythe Hon'ble NCLT, Allahabad Bench in CP (IB) No.330/ALD/2018, initiating the CIRP against the Company, allother applications filed against the Company underIBC have been disposed of. Further, no new applicationhas been filed/allowed after initiation of CIRP as barredby IBC and Order dated 3rd June, 2024 of the Hon'bleNCLT
All the provisions of applicable Secretarial Standardsissued by the Institute of Company Secretaries ofIndia (ICSI) i.e. Secretarial Standard-1 and SecretarialStandard-2 pertaining to ‘Meetings of the Board ofDirectors' and ‘General Meetings' respectively havebeen duly complied with by the Company during theperiod under report.
The Directors of your Company wish to place onrecord their appreciation for and gratitude to variousDepartments and Undertakings of the Central and StateGovernments, the resolution professional, Committeeof Creditors and Banks/Financial Institutions and
valued Clients & Customers of the Company for theirvaluable support and co-operation.
The Directors of your Company also wish to place onrecord their appreciation of the whole-hearted andcontinued support extended by the Shareholdersand Investors, as well as employees of the Company,which has always been a source of strength for theCompany.
For Jaiprakash Associates Limited
Resolution ProfessionalPlace: Noida Regn. No. IBBI/IPA-001/
Date : 30th June, 2025 IP-P01004/2017-2018/11655