We have audited the accompanying standalone financialstatements of Jaiprakash Power Ventures Limited (“theCompany”), which comprise the Balance sheet as at March31, 2025, the Statement of Profit and Loss (including OtherComprehensive Income), the Statement of Changes in Equityand the Statement of Cash Flow for the year then ended,and notes to the financial statements, including materialaccounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).
In our opinion and to the best of our information and accordingto the explanations given to us, except for the effects / possibleeffects of our observations stated in “Basis for QualifiedOpinion” section below, the aforesaid standalone financialstatements give the information required by the CompaniesAct, 2013 (“the Act”) in the manner so required and give atrue and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules, 2015, asamended, (“Ind AS”) and other accounting principles generallyaccepted in India, of the state of affairs of the Company asat March 31, 2025, its profit (including other comprehensiveincome), changes in equity and its cash flows for the yearended on that date.
Basis for Qualified OpinionAttention is drawn to:
(a) Note no. 44(e) of the standalone financial statementsregarding non provision against corporate guaranteeprovided to lenders (SBI) of JAL. As stated in the noteno. 44(e) of the standalone financial statements, on filingof the petition by a commercial bank before the NationalCompany Law Tribunal (NCLT) bench at Allahabad,Jaiprakash Associates Limited (JAL) (the party to whomthe company is an associate) has been admitted into/for Corporate Insolvency Resolution Process (CIRP)vide NCLT Order dated 3rd June, 2024 and IRP wasappointed. As stated in the said note, the Company hadgiven a corporate guarantee (CG) to State Bank of India(SBI) of USD 1,500 lakhs (31st March, 2024 USD 1,500Lakhs) [equivalent Rs. 123,915 lakhs, USD converted atthe exchange rate of Rs. 82.61 per USD] against loansgranted by SBI to JAL. Also, during the earlier year,the Company has received a legal demand cum recallnotice from SBI for corporate guarantee provided by theCompany, however for the reasons as stated in the saidnote, the Company has disputed the same and presentlyin process of discussion with SBI. Further as stated, theSBI has filed a case for recovery in DRT-III at Delhi againstJAL along with other parties where Company has alsobeen made a party as a corporate guarantor.
Further, to that extent non-compliance of Ind AS 113 asfair valuation has also not been carried out of stated CG.Also, drawn attention to the note no. 44(e) read with noteno. 47 where as stated in the said notes, there was/is non
-compliance of SEBI Circular dated April 17, 2014 (asalso been pointed out by the SEBI in its SCN/Order to theCompany and its four directors, MD and CEO, and CFO).
As stated in note no. 44(e) of the audited standalonefinancial statements, in the opinion of the management,pending claims of the Company before IRP and theCompany is in discussion with SBI for release of corporateguarantee in view of the Framework Agreement, presentlythe impact (amount) is unascertainable as stated in thesaid note
As stated above in para (a) impact is unascertainable inthe opinion of the management
(b) As stated in para in (a) above, JAL has been admittedinto Corporate Insolvency Resolution Process (CIRP) andIRP/RP has been appointed. We draw the attention to thenote no. 51 [read with 44(e)] of the audited standalonefinancial statements, that the Company has paid advanceof Rs. 3,434 lakhs (net) to/for carrying out certain works/repairs under different contracts. Against advancepayment made to JAL, no provision has been made andas stated in the said note and the Company has filedclaims with RP for advance amount paid and other claims[note no. 51 (read with 44(e)] which are pending, hencepresently in the opinion of the management, amount isunascertainable and not been provided for.
We conducted our audit of the standalone financialstatements in accordance with the Standards on Auditing(SAs), as specified under Section 143(10) of the Act.Our responsibilities under those Standards are furtherdescribed in the ‘Auditor's Responsibilities for theAudit of the Standalone Financial Statements' sectionof our report. We are independent of the Company inaccordance with the ‘Code of Ethics' issued by theInstitute of Chartered Accountants of India together withthe ethical requirements that are relevant to our auditof the financial statements under the provisions of theAct and the Rules there under and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our qualified opinion.Emphasis of MattersWe draw attention to the following matters:
(a) Attention is invited to note no. 44(h) of audited standalonefinancial statements regarding dues of Rs. 46,026 lakhsbeing the amount excess paid to the Company asassessed and estimated by the UPPCL as stated in noteincluding carrying cost (excess payment made to theCompany towards income tax and secondary energycharges for financial years 2007-08 to 2019-20 and 2014¬15 to 2019-20 respectively) against which UPPCL hasalso hold back Rs. 34,063 lakhs (including carrying costof Rs. 17,165 lakhs up to March 31,2025). As stated in thesaid note in the opinion of the management, Companyhas credible case in its favour and disallowance made
by the UPPCL on account of income tax and secondaryenergy charges are not in line with the terms of PPAsigned with UPPCL. Accordingly, as stated in the saidnote, no provision against the stated amount and carryingcost has been considered necessary by the managementat this stage [note no. 44(h)] and the amount deducted/retained by UPPCL of amounting to Rs. 34,063 lakhsis shown as recoverable and considered good by themanagement.
(b) As stated in note no. 48 (i) of the audited standalonefinancial statements no provision has been considerednecessary by the management against Entry Tax inrespect of Unit- Nigrie STPP (including Nigrie CementGrinding Unit) amounting to Rs. 10,871 lakhs (March31,2024 Rs. 10,871 lakhs) and interest thereon (impactunascertainable). In respect of the stated unit, receiptsof approval for extension of the time for eligibility forexemption from payment of entry tax is pending fromconcerned authority, as stated in the said note, forwhich the company has made representations beforethe concerned authority and management is confidentfor favourable outcome. Against the above entry taxdemand, till date of Rs. 6,685 lakhs (31st March, 2024Rs. 6,685 lakhs) has been deposited and shown as partof other non-current assets which in the opinion of themanagement is good and recoverable.
(c) As stated in note no. 59(a) & 59(c) of the auditedstandalone financial statements regarding pendingconfirmations/reconciliation of balances of certainsecured [including interest recompense, note no 44 (g)]and unsecured borrowings, trade receivables and tradepayables (including MSME parties, CHAs and of Sub¬contractor [read with note no. 54 of the audited standalonefinancial statements]) and others current financial liabilities(including capital creditors), receivables/payables from/to related parties, loans & advances and inventory lyingwith third parties/in transit. In this regard, as stated inthe note, internal control is being strengthened throughprocess automation (including for as stated in note no.59(b) regarding of fuel procurement and consumptionprocesses which are in process of further strengthening).The management is confident that on confirmation/reconciliation there will not be any material impact on thestate of affairs as stated in said notes.
(d) (i) Note no. 54 (b) [read with 54(a)] of audited
standalone financial statements, regarding showcause/demand notices from DMG of Rs. 1,79,083lakhs received by the Company for recovery againstillegal extraction and sale of sand and FIRs hasalso been filed by the DMG against the officials ofthe Company, as sated in the said note. As statedin the said note, sand mining Contracts were Sub¬contracted on back- to back basis and ‘Guarantees'provided by the Sub-contractor to DMG had beenreleased along with issuance of ‘No due certificate'by the DMG. Further, as stated in the note againstthe demand notices of DMG of Rs. 1,68,615 lakhsthe Hon'ble High Court AP has granted stay. Asstated in the said note and the reasons explained by
the management, the demands of DMG for allegedextraction and sale of sand are without any cogentbasis and also has been legally advised, in view/opinion of the management there is no need to makeany provision against stated demands and there willbe no impact on the state of affairs of the Company.(ii) As stated in note no. 54(b)(ii) [read with 54(a)] of theaudited standalone financial statements, balanceof sub-contractor is subject to confirmation andreconciliation as on 31st March, 2025. Further, asstated in the said note no. 54 (b)(ii) purchases, saleand inventory were accounted for based on details/statement as made available by the sub-contractor.As stated, management believes that there will be nomaterial impact on the profit for the year and stateof affairs of the Company, on final reconciliation/confirmation.
(e) As stated in note no. 47 of the audited standalonefinancial statements the SEBI vide its Order dated 27thDecember 2024 imposed penalty of Rs. 14 lakhs on theCompany (on MD & CEO, CFO and four directors Rs. 40lakhs) after completion of investigation on issues (postshow cause notice) mainly related with non-compliancesof certain accounting standards/Ind AS etc. w.r.t. noncarrying out fair valuation of corporate guarantees (CG)provided by the Company [note no. 44(e)], non-provisionagainst impairment of financial assets etc. (investment)and non-compliance of SEBI circular no. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (on revisedClause 49 of the Listing agreement to be effective fromOctober 01, 2014) read with SEBI Circular No. CIR/CFO/POLICY CELL/7/2014 dated September 15, 2014 (asamended) (circular on related party transactions). Againstthe above stated Order of the SEBI for imposing penaltyon the Company, the Company had preferred an appealbefore SEBI Appellate Tribunal (SAT), decision of whichis awaited. In opinion of management, there will not bematerial impact of above stated Order on the state ofaffairs of the company and profit for the year ended 31stMarch, 2025 and on the state of the affairs.
Our opinion is not modified in respect of above statedmatters in para (a) to (e).
Key Audit Matters
Key audit matters are those matters that, in ourprofessional judgment, were of most significance inour audit of the standalone financial statements for thefinancial year ended March 31,2025. These matters wereaddressed in the context of our audit of the standalonefinancial statements as a whole, and in forming ouropinion thereon, and we do not provide a separateopinion on these matters.
In addition to the matter described in the “Basis forQualified Opinion” and “Emphasis of Matters” sectionwe have determined the matters described below to bethe key audit matter to be communicated in our report.For each matter below, our description of how our auditaddressed the matter is provided in that context:
Description of Key Audit Matter
Audit procedure to address the key auditmatter
Accounting for revenue
Company’s power sales
Ou
procedures included:
revenues are accounted for in
1.
Considering the Company’s accounting
accordance with provisional/
policies with respect to accounting of
multi-year tariff orders and
the true up adjustments;
sometime based on past
2.
Reviewed past completed assessment/
provisional approved/notified
final price determination;
tariff rates determined by
3.
Assessing the appropriateness of
regulator which are subject
the Company’s revenue recognition
to true up. The method of
accounting policies in line with Ind AS
determining such tariff is
115 (“Revenue from Contracts with
complex and judgmental
Customers”) and the testing thereof.
and requires estimates and
4.
Where relevant internal assessment,
assumptions with respect to
reading external legal advice obtained by
the annual capacity charges
management;
consisting of depreciation,
5.
Meeting with Sr. management/officials
interest on loan, return on equity,
and reading subsequent correspondence
interest on working capital
including regulatory orders issued by the
and operation & maintenance
concerned authority from time to time;
expenses etc. which may vary
6.
Verification of basis for the raising
and require adjustments at
invoices (including for the earlier period)
the time of true up and may
and realization made against the same
have significant impact on
with the orders of the regulators; and
the revenue (Note no. 31 and
7.
Reading the loan agreements with the
61 of the standalone financial
lenders to assess applicable interest rate
statements).
and other charges and/or other terms/conditions of such agreements.
8.
Performing analytical procedures oncurrent year revenue based on themonthly/seasonal trends and whereappropriate, conducting furtherenquiries and testing.
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Annual report, but does not include thestandalone financial statements and our auditors' reportthereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other information ismaterially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appearsto be materially misstated. If, based on the work we haveperformed, we conclude that there is a material misstatementof this other information, we are required to report that fact. Wehave nothing to report in this regard.
Responsibilities of Management and Those Charged withGovernance for the Standalone Financial Statements
The Company's Board of Directors is responsible for thematters stated in Section 134(5) of the Act with respect to thepreparation of these standalone financial statements that givea true and fair view of the financial position/state of affairs,financial performance, total comprehensive income, changesin equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015, as amended.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and the design, implementation and maintenanceof adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation andpresentation of the standalone financial statements that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, managementis responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters relatedto going concern and using the going concern basis ofaccounting unless management either intends to liquidate theCompany or to cease operations, or has no realistic alternativebut to do so.
Those Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence thatis sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing ouropinion on whether the Company has adequate internalfinancial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by the management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's abilityto continue as a going concern. If we conclude thata material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosuresin the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditionsmay cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of suchcommunication.
Materiality is the magnitude of misstatements in the standalonefinancial statements that, individually or in aggregate, makesit probable that the economic decisions of a reasonablyknowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate the effectof any identified misstatements in the standalone financialstatements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order,2020 (“the Order”), issued by the Central Governmentof India in terms of sub-section (11) of Section 143 ofthe Companies Act, 2013, we give in the “Annexure A” astatement on the matters specified in paragraphs 3 and 4of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books, exceptfor the matters stated in paragraph 2(i)(vi) belowon reporting under Rule 11 (g) of the Companies(Audit and Auditors) Rules, 2014 (as amended) (“theRules”);
(c) The Balance Sheet, the Statement of Profit and Lossincluding Other Comprehensive Income, Statementof Changes in Equity and the Statement of CashFlow dealt with by this Report are in agreement withthe books of account;
(d) In our opinion, except for the effect / possible effect ofthe matters described in ‘Basis for Qualified Opinion'section above, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the CompaniesAct,2013;
(e) The matters described in ‘Basis for QualifiedOpinion' paragraph above, in our opinion, may havean adverse effect on the functioning of the Company;
(f) On the basis of the written representations receivedfrom the directors as on March 31st, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31st, 2025 frombeing appointed as a director in terms of Section 164(2) of the Act;
(g) With respect to the maintenance of accounts andother matters connected therewith, reference ismade to our remarks in paragraph 2(i) (vi) below onreporting under Rule 11(g) of the Rules;
(h) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company withreference to these standalone financial statementsand the operating effectiveness of such controls,refer to our separate Report in “Annexure B” tothis report. Our report express modified opinion onthe adequacy and operation effectiveness of thecompany's internal financial controls over financialreporting with reference to these standalone financialstatements;
(i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of ourinformation and according to the explanations givento us:
i) The Company has disclosed the impact ofpending litigations on its financial position in itsfinancial statements - Refer Note no. 44 to thestandalone financial statements;
ii) The Company has made provision, as requiredunder the applicable law or accountingstandards, for material foreseeable losses, ifany, on long-term contracts including derivativecontracts;
iii) There were no amount which required to betransferred, to the Investor Education andProtection Fund by the Company during theyear ended 31st March, 2025.
iv) a) The management has represented thatto the best of its knowledge and belief,as disclosed in Note No. 68(iii) of thestandalone financial statements, no funds(which are material either individually or inaggregate) have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the company to or inany other person(s) or entity(ies), includingforeign entities (“Intermediaries”), with theunderstanding, whether recorded in writingor otherwise, that the Intermediary shall,whether, directly or indirectly lend or investin other persons or entities identified inany manner whatsoever by or on behalf ofthe company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
b) The management has represented thatthat to the best of its knowledge and belief,as disclosed in Note No. 68(iv) of thestandalone financial statements, no funds(which are material either individually orin aggregate) have been received by thecompany from any person(s) or entity(ies),including foreign entities (“FundingParties”), with the understanding, whetherrecorded in writing or otherwise, thatthe company shall, whether, directly orindirectly, lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of the FundingParty (“Ultimate Beneficiaries”) or provideany guarantee, security or the like onbehalf of the Ultimate Beneficiaries.
c) Based on such audit procedures thatwe have considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (a) and (b) above as requiredby Rule 11 ( e) of Companies (Audit &Auditors) Rules, 2014, as amended,contain any material mis-statement.
v) The Company has not declared or paid dividendduring the year, accordingly the provisions ofsection 123 of the Companies Act, 2013 are notapplicable.
vi) Based on our examination which included testchecks, the company has a widely used ERPas its accounting software for maintaining itsbooks of account during the year ended 31stMarch,2025, which has feature of recordingaudit trail (edit log) facility and the same hasoperated throughout the year for all transactionrecorded in the software except (a) the audit trailfeature was not enabled throughout the year forthe relevant table at application level. There is nomapping performed to ensure completeness ofaudit trail on all applicable tables at applicationlevel; and (b) for privileged access to specificusers to make direct changes to audit trailsetting. During the course of the audit we didnot come across any instance of audit trailfeature being tampered with in in respect of theaccounting software. Further, the audit trail, tothe extent maintained in the prior year, has beenpreserved by the Company as per the statutoryrequirements for record retention. (Note no.70(b) of the standalone financial statements).
3. In our opinion and to the best of our information andaccording to the explanation given to us, the managerialremuneration for the year ended 31st March, 2025 hasbeen paid/ provided for by the Company to its directors inaccordance with the provisions of Section 197 read withSchedule V to the Act except commission to directorswhich is subject to approval of shareholders in ensuinggeneral meeting [refer note no. 62 (B) (ii)].
Chartered Accountants
ICAI Firm Registration Number: 301051E/E300284
Partner
Membership Number:085155
UDIN : 25085155BMOTZL5505
Place: New Delhi
Date: 1st May, 2025