The Directors of your Company are pleased to present theThirtieth Annual Report on the business and operations ofthe Company together with the Audited Financial Statements(Standalone and Consolidated) for the Financial Year ended31st March, 2025.
The Financial Performance of the Company (Standalone) forthe year ended 31st March, 2025 is summarized below:-
(Rs. in Crore)
Particulars
CurrentYear ended31.03.2025
PreviousYear ended31.03.2024
Net Revenue
5462.16
6758.11
Add: Other operating income
0.03
4.67
Add: Other Income
244.11
388.22
Total Income
5706.30
7151.00
Profit before Interest,Depreciation, Exceptional items& Taxation
2098.89
2624.57
Less : Finance Cost
414.13
449.18
Less : Depreciation
470.20
465.11
Add: Exceptional items (Net)
-
(797.05)
Profit /(Loss) before Tax
1214.56
913.23
Add: Tax expenses (Net)
(403.83)
(227.13)
Profit after Tax/(Loss)
810.73
686.10
(Less)/Add: OtherComprehensive Income
0.02
0.15
Total Comprehensive Income
810.75
686.25
The Company continued to be engaged in the business ofthermal and hydro power generation, coal mining and cementgrinding. The company presently owns and operates threePower plants with an aggregate capacity of 2220 MW, 2 MTPACement Grinding Unit and 3.92 MTPA Captive Coal Mine asper details given below:-
(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State ofUttarakhand, 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 unithas been in operation since August 2012 and second unitsince April 2013.
(iii) 1320 MW Jaypee Nigrie Supercritical Thermal PowerPlant (JNSTPP) in Distt. Singrauli (M.P) consisting of twounits of 660 MW each, First unit has been in operationsince September 2014 and second unit since February2015.
(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie
Cement Grinding Unit with an installed capacity of 2MTPA.
(v) Amelia (North) Coal Mine in Distt. Singrauli, MadhyaPradesh, which was acquired through e-auction in2015 with annual capacity of 3.92 MTPA. Entire coalproduced by the said coal mine is being utilized for PowerGeneration at JNSTPP.
The Plant availability, Plant load factor and net saleableenergy generation of Hydro and Thermal Power Plants for theFinancial Year 2024- 25 were as under:-
Plant
Availability
(%)
Plant LoadFactor
Net SaleableEnergy Generation(MU)
Jaypee Vishnuprayag HydroPower Plant (400 MW)
99.32
52.18
1,589.17
Jaypee Bina Thermal Power Plant(500 MW)
82.61
68.64
2,716.82
Jaypee Nigrie SupercriticalThermal Power Plant (1320 MW)
90.41
80.93
8,675.00
The saleable energy generation for the year has been 12,980.99MUs as compared to 13,565.60 MUs during previous year i.elower by 584.61 MUs. The performance of various plants isgiven as under:-
400 MW Jaypee Vishnuprayag Hydro Electric Power Plantis located at District Chamoli, Uttarakhand. The Companyhas a PPA with Uttar Pradesh Power Corporation Limited(UPPCL) to supply 88% of net power generated and theremaining 12% is supplied free of cost to the Governmentof Uttarakhand.
The performance of the Vishnuprayag Hydro ElectricPower Plant during the year ended 31st March, 2025has been higher than previous year due to hydrology.During the year ended on 31st March, 2025 the energygenerated was 1828.42 MUs as compared to 1627.46MUs during the corresponding previous year and the netsaleable energy of 1589.17 MUs as against 1413.67 MUsduring the previous year.
Jaypee Bina Thermal Power Plant (JBTPP) located atVillage Sirchopi, District Sagar, Madhya Pradesh, is a coalbased thermal power plant having an installed capacity of500 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 tariffdetermined by MPERC and with Government of MadhyaPradesh (GoMP) to supply 5% of actual generation atvariable cost which is also to be supplied to MPPMCLon behalf of (GoMP). Thus the Plant supplies 70% ofthe installed capacity on long-term basis to MPPMCL interms of the Power Purchase Agreements executed withthem and balance of installed capacity is being sold asmerchant power.
MPPMCL has been giving restricted schedule to BINA
TPP and is giving erratic and fluctuating schedules ofdispatch most of days & some time scheduling very lowoff take, which technically renders it unfeasible to runthe Plant optimally and forcing Company to sell balancepower to power exchanges at un-remunerative tariff.During FY 2024-2025, total 2,716.82 MUs power weredelivered out of which, 1,650.82 MUs were delivered toMPPMCL and balance 1,065.98 MUs were sold on powerexchange and on bilateral sale basis of which 216.73 MUsof power were sold, mainly to meet technical minimumrequirement of the plant.
The gross energy generation of JBTPP was 3,006.52 MUsduring the year 2024-25 as compared to 3,328.97 MUsduring the previous year, thus was lower by 322.45 MUs.The Company achieved a PLF of 68.64 % as compared to75.80 % in the previous year.
As reported in previous year, the contract for Supplyand Technical Field Advisory Support of Flue GasDesulphurization (FGD) was awarded to M/s. GEPower India Ltd. on 30th March, 2024 for Rs.284.40crores, in pursuance of which engineering activities andsome fabrication activities were taken up by M/s. GEPower. However, on 30th December, 2024, MoEF hadissued an amendment with respect to the time line forimplementation of FGD and the revised time line is 31stDecember, 2029. Accordingly, a Petition has been filed inMPERC for further direction on the process to be followedfor implementation in view of the revised time lines.
1320 MW (2x660 MW) Coal based Jaypee NigrieSupercritical Thermal Power Plant is located in Nigrievillage, Tehsil Sarai in Singrauli district of MadhyaPradesh.
The Plant has long term PPAs with MPPMCL to supply30% of installed capacity at tariff determined by MPERCguidelines and with GoMP to supply 7.5% of actualgeneration at variable cost which is also to be suppliedto MPPMCL on behalf of GoMP Part of Energy generationis also sold on merchant basis through bilateralarrangements, through Indian Energy Exchange (IEX),Hindustan Power Exchange (HPX) & Power Exchange ofIndia Limited (PXIL).
The gross energy generation of the Plant was 9357.73MUs during the year 2024-25 as compared to 9840.56MUs in the previous year, which was lower by 482.83MUs. During the year 2024-25, 5090.54 MUs power wassold as merchant sales. The Company achieved a PLF of80.93 % as compared to 84.87 % in the previous year.
As reported in previous year, the contract for supply ofFlue Gas Desulphurization (FGD) was awarded to M/s.GE Power India Ltd. on 30th March, 2024 for Rs.490.50crores, in pursuance of which engineering activities andsome fabrication activities were taken up by M/s. GEPower. However, on 30th December, 2024, MoEF hadissued an amendment with respect to the time line forimplementation of FGD and the revised time line is 31stDecember, 2029. Accordingly, a Petition has been filed inMPERC for further direction on the process to be followedfor implementation in view of the revised time lines.
(i) Amelia (North) Coal Mine
Amelia (North) Coal Mine has been operating at itsPeak Rated Capacity (PRC) of 2.8 MTPA since 2015.Coal is being used for 2 x 660 MW Jaypee NigrieSuper Thermal Power Plant, Nigrie, M.P Lookingat the scenario of sustained shortage of coal, theMinistry of Coal, Government of India, released anotification, wherein the production capacity of coalmine can be enhanced up to 50% of the existingPeak Rated Capacity (PRC).
After obtaining Environmental Clearance on 7thFebruary, 2024, the company attained the PRC of3.92 MTPA in FY 2023-24 and achieved same PRC inFY 2024-25 also.
(ii) Bandha North Coal Mine
The Ministry of Coal, Government of India hasallowed commercial mining of Coal on revenuesharing basis and under this scheme a partiallyexplored Bandha North Coal Block had been put onauction. Since this coal block is adjacent to Amelia(North) Coal Mine and was to be operationally andstrategically favourable, the Company participated inthe auction and the Coal Block was allocated to theCompany for exploration.
The Coal Block Development and Production Agreementwas signed on 17th October 2022 and allocation orderissued on 12th December 2022. Since the coal block ispartially explored detailed exploration was carried out andGeological Report is under preparation. Simultaneouslypreparation of mining plan has started to adhere to theefficiency parameters of the CBDPA.
2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie,Distt. Singrauli in Madhya Pradesh, started commercialoperations w.e.f. 3rd June, 2015. There was no productionof Cement in the Plant during FY 2024-25 due to clinkersupply constraints.
The Company is still exploring the ways to exit the non¬core activity of Cement Grinding.
The total income from operations for the year ended31st March, 2025 aggregated to Rs. 5462.19 crore ascompared to Rs. 6762.78 crore in the previous year i.e.lower by Rs. 1300.59 crore.
The operation resulted in (profit before exceptional items,tax and regulatory deferral account balances) for the yearunder review of Rs. 1214.56 crore as compared to profit ofRs. 1710.28 crore in the previous year. Exceptional itemsfor the year under review was Nil against exceptional itemwhich was Rs 797.05 in the previous year.
The total income on consolidated basis for the yearended 31st March, 2025 aggregated to Rs. 5707.55 croreas compared to Rs. 7151.29 crore in the previous year.However, Net profit after tax and exceptional items onconsolidated basis during the year under review stood atRs. 813.55 crore as compared to net profit on consolidatedbasis of Rs. 1021.95 crore during the previous year.
Due to non-availability of distributable profits in the currentyear, dividend was not recommended by the Board.Pursuant to Regulation 43A of the SEBI (LODR)Regulations, 2015, the Company has adopted theDividend Distribution Policy, setting out the broadprinciples for guiding the Board and the managementin matters relating to declaration and distribution ofdividend. The Dividend Distribution Policy is availableon the website of the Company at https://www.jppowerventures.com/wpcontent/uploads/2019/05/JPVL_DIVIDEND-DISTRIBUTION-POLICYpdf.
No amount is proposed to be transferred to reserves.
The Share Capital of the Company comprises of Equityand Preference Share Capital.
(i) The paid up Equity Share Capital of the Company ason 31st March, 2025, was Rs. 6853,45,88,270 dividedinto 685,34,58,827 Equity Shares of Rs.10/- each outof which, 24% Shares are held by Promoters and17.52% are held by Banks, Financial Institutions andInsurance Companies. The Company has not issuedany fresh shares during the year under review.
(ii) The Company also has Preference Shares issuedto lenders pursuant to Debt Resolution Plan and theFramework Agreement dated 18th April, 2019, detailof which is as follows:-
(a) 0.01% Cumulative Compulsory Convertible
Preference Shares (CCCPs) aggregating to
Rs.3805.53 crore to lenders;
(b) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs.7.5 crore to be redeemedin 3 equal installments to Union Bank of India(erstwhile Corporation Bank); and
(c) 9.5% Cumulative Redeemable Preference
Shares (CRPs) of Rs. 12.02 crore to beredeemed out of the sale proceeds of NigrieCement Grinding Unit to Canara Bank.
Also, your Company has not issued any:o Shares with differential rights
o Sweat equity shares
o Equity shares under Employees Stock Option
Scheme
During the year under review, the Company has notaccepted any fixed deposits within the meaning ofSection 73 of the Companies Act, 2013 (“the Act”) readwith the Companies (Acceptance of Deposit) Rules, 2014.
As on 31st March, 2025, the Company had followingwholly 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 asBina Power and Supply Limited)
The status of the projects implemented/beingimplemented through aforesaid subsidiaries is as under:-
Jaypee Arunachal Power Limited (JAPL) was incorporatedby the Company as a wholly owned subsidiary of thecompany, to set up 2700 MW Lower Siang and 500MW Hirong H.E. Projects in the State of ArunachalPradesh. Jaiprakash Power Ventures Limited alongwithits Associates was to ultimately hold 89% of the Equityof JAPL and the balance 11% was to be held by theGovernment of Arunachal Pradesh.
The Company has equity investment of Rs. 228.72crores in the project. The project was initiated in FY2008-09. Since then, there had been considerabledelays in obtaining different approvals for the project.In the meanwhile Ministry of Power GOI has decided toimplement these project by Public Sector Undertakingsand allocated these projects as per the order F.No.14-15/16/2021-H.I(259535) dated 22.12.2021 as follows:-
1. Lower Siang HEP (2700 MW) to NHPC Ltd.
2. Hirong HEP (500MW) to NEEPCO
Further, there had been continuous reluctance on the partof the said PSUs and the possibility of the project cominginto effect has diminished, therefor, the Company haswritten off the investment in the project.
8.2 Sangam Power Generation Company LimitedSangam Power Generation Company Limited (SPGCL)was acquired by the Company from Uttar PradeshPower Corporation Limited (UPPCL) through competitivebidding process, for the implementation of 1320 MW (2x 660 MW) Thermal Power Project (with permission toadd one additional unit at 660 MW) in Tehsil Karchana ofDistrict Allahabad, Uttar Pradesh.
SPGCL executed Deed of Conveyance with Uttar PradeshPower Corporation Limited (UPPCL) but the DistrictAdministration could not hand over physical possessionof land to SPGCL due to local villagers' agitation.As such, no physical activity could be started on theground. SPGCL has written to UPPCL and all procurersthat the Power Purchase Agreement is rendered voidand cannot be enforced. As such, it was, inter-alia,requested that Company's claims be settled amicablyfor closing the agreement(s). Due to abnormal delay inresolving the matter by UPPCL, SPGCL has withdrawnall its undertakings given to UPPCL and lodged a claimof Rs. 1,157.22 crore on them vide its letter no. SPGCL/NOIDA/2018/01 dated 13.03.2018. Further SPGCL has fileda petition with Hon'ble Uttar Pradesh Electricity RegulatoryCommission (UPERC) for release of performance bankguarantee and payment of certain claims.
Hon'ble UPERC has concluded the hearing and videorder dated 28th June, 2019 has directed UPPCL asunder:-
a) The Power Purchase Agreement dated 17thOctober, 2008 and Share Purchase Agreementdated 23rd July, 2009 would stand terminated. Asa consequence of termination of Share Purchase
Agreement, the Respondent (UPPCL) shall becomethe 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 onLand, Advances and Admin. Expenses.
c) The Respondent will immediately release the BankGuarantee provided by the Petitioner (SPGCL).
UPPCL and SPGCL had filed Appeals against the Orderof UPERC with APTEL. APTEL vide its Order dated14.07.2021 has disallowed the Appeals and directedUPERC for verification & payment of expenses allowed inits Order & release of performance guarantees.
In terms of Order passed by APTEL, SPGCL has filedapplication with UPERC for verification of expenses& payment of expenses with Interest and release ofperformance guarantee.
UPPCL and SPGCL have filed Appeals with SupremeCourt against the Order passed by APTEL. Hon'bleSupreme Court has stayed the Order passed by APTELand matter is pending for final hearing.
An amount of Rs. 552.21 crore has been spent on theProject up to 31st March, 2025.
During the financial year 2023-24, the Company hadwritten off Rs. 330.25 crores out of the total investmentsmade in the subsidiary.
Jaypee Meghalaya Power Limited (JMPL) wasincorporated by the Company as a wholly ownedsubsidiary to implement 270MW Umngot HE PowerProject and 450MW Kynshi-II HE Power Project on BOOT(Build, Own, Operate and Transfer) basis.
Since then, efforts were made to operationalize theprojects but ultimately, both the above projects becameinoperative due to reasons given below:
In respect of Umngot HE Power Project (270MW),since there was opposition by the local people, StateGovernment halted the project and advised that UmngotHE Power Project would not be operationalized as perMoA till further orders. The matter was being pursued withState Government for permission to resume the works.In the meanwhile, the, State Government decided videminutes of the meeting dated 22.04.2022 to terminatethe MOA and begun the process for re-allocation of thisproject through ICB route to PSUs.
Further, in respect of Kynshi HE Project II (3X150MW)project, it was been established that there were depositsof Uranium in the area of project. Therefore, it became verydifficult to obtain clearance from Ministry of Environmentand Department of Atomic Energy to move further in thisrespect. For the reason cited above, the Governmentof Meghalaya declared this project as non-feasible andscraped the same.
As such, both the projects had become non-feasible, theCompany wrote off the investment made in the JMPLamounting to approx. Rs. 8.3 crores.
Company has extended its business in Aviation and
purchased an Augusta AW 109-E Helicopter from M/s.Himalayaputra Aviation Limited, New Delhi.
Company is in process of seeking Non ScheduledOperating Permit (NSOP) approval from Ministry of CivilAviation.
In this respect, necessary applications have beensubmitted to Ministry of Civil Aviation seeking NonScheduled Operating Permit (NSOP) approval.
The Company's advancement toward securing NSOP isas under:
• The Pre-Application Meeting with the DGCA wascompleted during the year 2024-2025, addressingthe NOC from HQ DGCA for the local acquisition ofthe helicopter. The required fees for the change ofCertificate of Registration were submitted, and thelocal acquisition permission is approved.
• A formal meeting was held with the DGCA'sdirectorate team after all manuals for non-technicalassessment were submitted.
• The evaluation phase is currently underway, withthe DGCA reviewing various manuals, including theFlight Safety Manual, FSDS Manual, SMS Manual,Operations Manual, MEL, AMP test flight schedule,weight schedule, Tech Log Book, Passenger BriefingCard, Load & Trim Sheet, and CAME.
• As the Airworks CAMO office is based in Bangalore,the Accountable Manager and Nodal Officer will bevisting the DGCA office there for the initial technicalevaluation of these documents. During this phase,the helicopter will be grounded for approximately oneand a half months to transfer its C of R of helicopterVTJPS from Himalyaputra Aviation Ltd to Bina Minesand Supply Ltd.
• Upon approval of the manuals, the DGCA will inspectthe office facilities and evaluate the employeestrength at Bina Mines and Supply Ltd.
• Once all phases are complete, the final certificationphase will begin, during which the DGCA team willconduct a proving flight on our helicopter, VTJPS, forone hour. After the proving flight, the DGCA pilotswill issue the NOC, and the certification process willproceed at HQ DGCA, leading to the issuance ofthe NSOP with the fees for which have already beenpaid.
The performance and financial position of each of thesubsidiaries of the Company for the year ended 31stMarch, 2025 is attached in the prescribed format AOC-1as 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, includingthe Consolidated Financial Statements and relatedinformation of the Company and Audited Accounts ofeach of its subsidiaries, are available on the websitewww.jppowerventures.com. These documents will alsobe available for inspection during business hours at theRegistered Office of your Company.
The Policy on Material Subsidiaries, as approved by the
Board of Directors, may be accessed on the Company'swebsite at the link: https://www.jppowerventures.com/wp-content/uploads/2025/02/Policy-on-Material-Subsidiaries.pdf
As on 31st March, 2025, your Company's Board hadTen Directors, out of which six are Independent Directorincluding two Women Independent Director.
As required under the Act and the SEBI Regulations,the Company has constituted following StatutoryCommittees:-
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
All the recommendations made by the Committeesincluding the Audit Committee, were accepted by theBoard.
The details of Board and Committees composition,tenure of Directors, date of meeting and other detailsare available in the Corporate Governance Report, whichforms part of the Annual Report.
Following changes occurred in the board of the Companyduring the year under review:
a) Shri Sunil Kumar Sharma (DIN: 00008125) and ShriSuren Jain (DIN: 00011026) retired by rotation at the29th Annual General Meeting held in 2024, beingeligible, were re-appointed.
b) Shri Sonam Bodh (DIN:06731687), NomineeDirector ceased to be Director from 9th July 2024due to withdrawal of his nomination by the IDBI BankLimited.
c) Shri Sunil Kumar Sharma (DIN: 00008125) was re¬appointment as a Whole-time Director on the Boardof the Company from 1st April, 2024 to 31st March,2025.
d) Dr. Dinesh Kumar Likhi (DIN: 03552634) was re¬appointed as an Independent Director on the Boardof the Company for second consecutive term for 3(three) years with effect from 6th August, 2024 up to5th August, 2027.
e) Shri Suren Jain (DIN: 00011026) was re-appointedas Managing Director & CEO on the Board of theCompany for a further period of 5 (five) years witheffect from 12th January, 2025 up to 11th January2030.
f) Shri Praveen Kumar Singh (DIN: 00093039) was re¬appointed as a Whole-Time Director on the Boardof the Company for a further period of 5 (five) yearswith effect from 12th August, 2024 up to 11th August,2029.
g) Shri Pritesh Vinay, Non-Executive Director (DIN:08868022) resigned on 21st February 2025 from theboard due to personal reasons.
h) Shri Rama Raman, Independent Director (DIN:01120265) resigned on 12th March 2025 from theboard due to personal reasons.
i) Professor Suresh Chandra Saxena (DIN: 02254387)was appointed, as an Independent Director on theBoard of the Company with effect from 21st March2025 for a period of 3 (Three) years with effect from21st March 2025 to 20th March 2028.
j) Shri Manoj Gaur (DIN: 00008480) and Shri PraveenKumar Singh (DIN: 00093039) shall retire byrotation at the ensuing Annual General Meetingand are eligible and have offered themselves for re¬appointment.
Shri Sunil Kumar Sharma (DIN: 00008125) continued tobe Whole Time Director as he was re-appointment as aWhole-time Director on the Board of the Company from1st April, 2025 to 31st March, 2027.
Shri Suren Jain (DIN: 00011026) continued to beManaging Director & CEO of the Company.
Shri Praveen Kumar Singh (Din: 00093039) continued tobe Whole Time Director of the Company.
Shri R.K. Porwal, Chartered Accountant, continued to beCFO of the Company.
Shri Mahesh Chaturvedi (FCS 3188) continued to beCompany Secretary and Compliance Officer of theCompany.
During the financial year 2024-25, five meetings of theBoard of Directors were held. The maximum time gapbetween two Board Meetings was not more than onehundred and twenty (120) days. The details of date andattendance of the Directors at the Board Meeting aregiven in Report on Corporate Governance which formspart of the Annual Report.
The Independent Directors of your Company haveconfirmed that (a) they meet the criteria of Independenceas prescribed under Section 149 of the Act andRegulation 16 of the SEBI (LODR) Regulations 2015, and(b) they are not aware of any circumstance or situation,which could impair or impact their ability to dischargeduties with an objective independent judgment andwithout any external influence. Further, in the opinion ofthe Board, the Independent Directors fulfill the conditionsprescribed under the SEBI (LODR) Regulations 2015 andare independent of the management of the Company.The Independent Directors have also confirmed that theyhave complied with the Company's Code of Conduct.
As per provisions of the SEBI (Listing Obligation andDisclosure Requirement) (Amendment) Regulation, 2018,which had come into force w.e.f. 01.04.2019, in line withthe modifications, corresponding changes have beenmade in the Nomination and Remuneration Policy ofthe Company by the Board on the recommendation ofNomination & Remuneration Committee. The Policy was
again reviewed on 1st May, 2025. The Nomination andRemuneration Policy is available on our website at www.jppowerventures.com.
(i) Pursuant to provision of Section 178 (2) of theCompanies Act, 2013, Nomination and RemunerationCommittee (NRC) of the Board in its meeting held on11th May, 2019 had specified the manner for effectiveevaluation of performance of Board, its Committeesand individual Directors. Accordingly, NRC in itsmeeting held on 1st May, 2025 had carried out theevaluation of performance of Board, its Committeesexcept NRC and that of individual Directors on thebasis of various attributes and parameters as well asin accordance with Nomination and RemunerationPolicy of the Company.
(ii) A meeting of Independent Directors was held on10th March, 2025 without the attendance of Non¬Independent Directors or any member of theManagement, for evaluation of performance of Non¬Independent Directors and Board as a whole and theChairperson as well as to assess the quality, quantity& timeliness of information between Companymanagement and Board that was necessary forBoard to effectively & reasonably perform theirduties.
(iii) As per para VIII (1) of the Schedule IV of theCompanies Act, 2013 as well as Regulation 17(10)of SEBI (LODR) Regulations, 2015, the Board ofDirectors in their meeting held on 1st May, 2025evaluated the performance of the Board as a whole,performance of the Nomination and Remunerationcommittee and also the performance of everyindividual Director (including Independent Directors).The evaluation of Independent Directors was doneby the entire Board, excluding the Director beingevaluated. Further, as per the said Regulation 17(10)of SEBI (LODR) Regulations, 2015, the Board alsoevaluated fulfilment of the criteria of independenceand their independence from the management.
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 theyear ended 31st March, 2025 that:
a. in the preparation of the annual accounts, theapplicable accounting standards had been followedand that there were no material departures;
b. the Directors had, in consultation with the StatutoryAuditors, selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany for the year ended 31st March, 2025 andprofit of the Company for that period;
c. the Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraudand other irregularities;
d. the Directors had prepared the annual accounts on agoing concern basis;
e. the Directors had laid down proper internal financialcontrols to be followed and that such internalfinancial controls were adequate and were operatingeffectively; and
f. the Directors had devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.
The Board of Directors in its meeting held on 27thMay, 2022 had, on the recommendation of the AuditCommittee, re-appointed M/s. Lodha & Co. LLP CharteredAccountants as Auditors of the Company for a secondterm of 5 (five) consecutive years from the conclusionof 27th Annual General Meeting till the conclusion of the32nd Annual General Meeting to be held in 2027 at suchremuneration as may be fixed by the Board of Directors ofthe Company from time to time.
M/s Sanjay Gupta & Associates, Cost Accountants (FirmRegistration No: 000212) were appointed to audit theCost Records relating to “Power Generation” of variousplants of the Company and also for Cement Grinding Unitfor the Financial Year 2024-25. The Cost Audit Reportfor the Financial Year 2024-25 will be filed within the duedate.
For FY 2025-26, pursuant to the provisions of Section148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs fromtime to time, the Board of Directors of the Company have,on the recommendation of Audit Committee has appointedM/s. Sanjay Gupta & Associates, Cost Accountants(Firm Registration No: 000212) as Cost Auditors of theCompany for auditing the Cost Records relating to “PowerGeneration” of various plants of the Company and alsofor Cement Grinding Unit and a Resolution for ratificationof their remuneration has been included in the Notice ofensuing Annual General Meeting.
In pursuance of Section 204 of the Companies Act, 2013read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, theBoard, on the recommendations of the Audit Committee,had appointed M/s. VLA & Associates, PracticingCompany Secretary to undertake the Secretarial Audit ofthe Company for the Financial Year ended 31st March,2025.
Secretarial Audit Report for the Financial Year endedon 31st March, 2025, issued by M/s. VLA & Associates,Practicing Company Secretary, in Form MR-3 forms partof this report and marked as “Annexure-B”.
The Secretarial Auditor has made observation in hisReport which is outlined in Para 20 of this Report.
The said report contains no qualification/observationexcept as mentioned hereinabove requiring explanationor comments from Board under section 134(3) (f) (ii) ofthe Companies Act, 2013.
In compliance with the Regulation 24 A of SEBI (LODR)Regulations, 2015 and Section 204 of Companies Act,2013, the Board of Directors, on the recommendationsof the Audit Committee, at their meeting held on 1stMay, 2025, approved the appointment of M/s. VLA &Associates, Practicing Company Secretary (CP No. 7622)
as Secretarial Auditor of the Company to hold office fromFinancial Year 2025-26 till 2029-30, at such remunerationas may be decided by the Board.
The Directors wish to state that the Statutory Auditorsof the Company has given modified opinion on theStandalone Financial Statements of the Company forthe year ended 31st March, 2025. The qualification inthe Standalone Financial Statement and managementresponse to the aforesaid qualification is given as under:-
Auditors’ Qualification
Management’s Reply
1.
(a)
Note no. 44(e) regarding non provision against corporateguarantee provided to lenders (SBI) of JAL. As stated in thenote no. 44(e) of the audited standalone financial statements,on filing of the petition by a commercial bank before theNational Company Law Tribunal (NCLT) bench at Allahabad,Jaiprakash Associates Limited (JAL) (the party to whomthe company is an associate) has been admitted into/forCorporate Insolvency Resolution Process (CIRP) vide NCLTOrder dated 3rd June, 2024 and IRP was appointed. Asstated in the said note, the Company had given a corporateguarantee (CG) to State Bank of India (SBI) of USD 1,500lakhs (31st March, 2024 USD 1,500 Lakhs) [equivalent Rs.123,915 lakhs, USD converted at the exchange rate of Rs.82.61 per USD] against loans granted by SBI to JAL. Also,during the earlier year, the Company has received a legaldemand cum recall notice from SBI for corporate guaranteeprovided by the Company, however for the reasons asstated in the said note, the Company has disputed the sameand presently in process of discussion with SBI. Further asstated, the SBI has filed a case for recovery in DRT-III at Delhiagainst JAL along with other parties where Company hasalso been 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 standalone financialstatements in the opinion of the management, pendingclaims of the Company before IRP and the Company is indiscussion with SBI for release of corporate guarantee inview of the Framework Agreement, presently the impact(amount) is unascertainable as stated in the said note.
As stated in para (A) above, impact is unascertainable in theopinion of the management.
In the opinion of the Management there will be no materialimpact of the fair valuation of the following guarantee onthe financial result/ statement of affairs. Accordingly fairvaluation is not being considered and recorded in thisfinancial statement.
Corporate Guarantee of US$ 1,500 Lakhs in favour ofState Bank of India, Hong Kong branch for the creditfacilities granted by lenders to Jaiprakash AssociatesLimited (Party to whom the company is Associate). Theprincipal amount of loan outstanding of US$ 1,300 Lakhs(equivalent to Rs. 70,333 lakhs) has been converted intorupee term loan by State Bank of India vide sanctionletter dated 28th December, 2016. Subsequent to theaccounting of the impact of “Framework Agreement”(Framework Agreement with its lenders for debtrestructuring in earlier year), the Company had initiatedprocess for the release of the guarantee provided to SBI.However, further in response to their legal demand cumrecall notice, the following has been replied :
Said Corporate Guarantee has no essence to lodge/invoke against any claim on or after 18.04.2019 (executiondate of Framework Agreement) since the same wasto be released by the State Bank of India (@), beingone of the participant of the DRP as explained above(provisions of the Framework Agreement will be applymutatis mutandis) and accordingly sustainability of theResolution Plan was worked out without considering anyliability on account of the said Corporate Guarantee onthe basis of Financial Projections duly approved by theConsortium of Lenders of JPVL including SBI.
[(@) as stated in the note no. 44(e) SBI has assigned itsfund based claim outstanding due for JAL to the NationalReconstruction Company Limited]
Presently Impact cannot be quantified.
1
As stated in para in (A) above, JAL has been admitted into
JAL is doing Civil Work and other works for JPVL. It is
(B)
Corporate Insolvency Resolution Process (CIRP) and IRP/
also doing Coal Handling work at Jaypee Bina Thermal
RP has been appointed. We draw the attention to the note
Power Plant. There is regular recovery from JAL, during
no. 51 [read with note no. 44(e)] of the audited standalone
the current FY The Company has originally filed claim of
financial statements that the 'Company has paid advance of
Rs. 4,841 lakhs (net). However, as on 31st March, 2025,
Rs. 3,434 lakhs (net) to/for carrying out certain works/repairs
balance in the account of JAL is Rs. 3,434 lakhs (net). In
under different contracts. Against advance payment made to
the opinion of the Management, there are fair chances for
JAL, no provision has been made and as stated in the said
recovery of this amount and there is no Provision required
note and the Company has filed claims with RP for advanceamount paid and other claims note no. 51 [read with noteno. 44(e)] which are pending, hence presently in the opinionof the management, amount in unascertainable and notbeen provided for.
Matter stated in para (A) above had also been qualified in ouraudit report on the standalone financial results/statementsfor the quarter/year ended March 31, 2024 and limitedreview report for the preceding quarter ended December 31,2024. Matter stated in para (B) had also been qualified inour limited review on the standalone financial results, for thepreceding quarter ended December 31,2024.
for it.
Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. TheManagement Reply thereto are as under:-
Auditors’ Emphasis on matters
a)
Attention is invited to note no. 44(h) of the audited standalonefinancial statements regarding dues of Rs. 46,026 lakhs beingthe amount excess paid to the Company as assessed andestimated by the UPPCL as stated in note including carryingcost (excess payment made to the Company towardsincome tax and secondary energy charges for financial years2007-08 to 2019-20 and 2014-15 to 2019-20 respectively)against which UPPCL has also hold back Rs. 34,063 lakhs(including carrying cost of Rs. 17,165 lakhs up to March31, 2025). As stated in the said note in the opinion of themanagement, Company has credible case in its favour anddisallowance made by the UPPCL on account of income taxand secondary energy charges are not in line with the termsof PPA signed with UPPCL. Accordingly, as stated in the saidnote, no provision against the stated amount and carryingcost has been considered-necessary by the management atthis stage (note no. 44(h) of the audited standalone financialstatements) and the amount deducted / retained by UPPCLof amounting to Rs. 34,063 lakhs is shown as recoverableand considered good by the management.
Based on the legal opinion obtained by the Company, theaction of UPPCL is not as per the terms of the Power PurchaseAgreement (PPA), and the Company had filed a petition withUttar Pradesh Electricity Regulatory Commission (UPERC)against UPPCL for the aforesaid recovery. UPERC vide itsorder dated 12th June, 2020 has disallowed the claims ofthe Company and upheld the recovery/proposed recoveryof excess payment made by UPPCL to company.
The Company has filed an Appeal with Appellate Tribunalfor Electricity (APTEL) against the above stated Order ofUPERC and the appeal is pending hence no provision inthese financial statements considered necessary againstthe disallowances of income tax and secondary energycharges of Rs. 46,026 lakhs including carrying cost, asmentioned above as Company believes that it has crediblecase in its favour.
b)
As stated in note no. 48 (i) of the audited standalone financialstatements, no provision has been considered necessary bythe management against Entry Tax in respect of Unit- NigrieSTPP (including Nigrie Cement Grinding Unit) amountingto Rs. 10,871 lakhs (March 31, 2024 Rs. 10,871 lakhs) andinterest thereon (impact unascertainable). In respect of thestated unit, receipts of approval for extension of the time foreligibility for exemption from payment of entry tax is pendingfrom concerned authority, as stated in the said note, forwhich the company has made representations before theconcerned authority and management is confident forfavourable outcome. Against the above entry tax demand,till date of Rs. 6,685 lakhs (31st March, 2024 Rs. 6,685lakhs) has been deposited and shown as part of other non¬current assets which in the opinion of the management isgood and recoverable.
In respect of Nigrie Power and Cement unit, entry tax ofamounting to Rs. 10,871 lakhs (previous year Rs. 10,871lakhs) and interest thereon (impact unascertainable) notpayable as the same, on receipts of approval for extensionof the time for eligibility of exemption from payment ofEntry tax is pending from concerned authority for approval,for which 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 (previous yearRs. 6,685 lakhs) has been deposited which is in theopinion of the management good and recoverable.
c)
As stated in note no. 59(a) & 59(c) of the audited standalonefinancial statements regarding pending confirmations/reconciliation of balances of certain secured [includinginterest recompense, note no 44 (g)] and unsecuredborrowings, trade receivables and trade payables (includingMSME parties, CHAs and of Sub-contractor (read withnote no. 54 of the audited standalone financial statements)and others current financial liabilities (including capitalcreditors), receivables/payables from/to related parties,loans & advances and inventory lying with third parties/intransit. In this regard, as stated in the note, internal control isbeing strengthened through process automation (includingfor as stated in note no. 59(b) regarding of fuel procurementand consumption processes which are in process of furtherstrengthening). The management is confident that onconfirmation/reconciliation there will not be any materialimpact on the state of affairs as stated in said notes.
Management is in the process to confirmations/reconciliation of balances of certain secured andunsecured borrowings (current & non-current), tradereceivables and trade payables (including MSME parties)and other current liabilities (financial/other) (includingcapital creditors and of Sub-contractors, CHAs andreceivables/payables from/to related parties), loans &advances and inventory lying with third parties/in transit. Inthis regard, as stated in the note, internal control is beingstrengthened through process automation (including forfuel procurement and consumption processes which arein process of further strengthening). The management isconfident that on confirmation/reconciliation there will notbe any material impact on the state of affairs.
d)
(i) note no. 54(b) [read with note no. 54(a)] of the auditedstandalone financial statements regarding show cause/demand notices from DMG of Rs. 1,79,083 lakhs receivedby the Company for recovery against illegal extraction andsale of sand and FIRs has also been filed by the DMGagainst the officials of the Company, as sated in the saidnote. As stated in the said note, sand mining Contracts wereSub-contracted on back- to back basis and ‘Guarantees'provided by the Sub-contractor to DMG had been releasedalong with issuance of ‘No due certificate' by the DMG.Further, as stated in the note against the demand notices ofDMG of Rs. 1,68,615 lakhs the Hon'ble High Court AP hasgranted stay. As stated in the said note and the reasonsexplained by the management, the demands of DMG foralleged extraction and sale of sand are without any cogentbasis and also has been legally advised, in view/opinion ofthe management there is no need to make any provisionagainst stated demands and there will be no impact on thestate of affairs of the Company.
(ii) As stated in note no. 54(b)(ii) of the audited standalonefinancial statements read with note no. 54(a) , balance ofsub-contractor is subject to confirmation and reconciliationas on 31st March, 2025. Further, as stated in the said noteno. 7(b)(ii) purchases, sale and inventory were accountedfor based on details/statement as made available by thesub-contractor. As stated, management believes thatthere will be no material impact on the profit for the yearand state of affairs of the Company, on final reconciliation/confirmation.
The Contract(s) were expired prior to 31.03.2024.Balances of sub-contractor is subject to confirmationand reconciliation and purchases, sale and inventoryhad been accounted for in earlier year based on details/statement as made available by the sub-contractor/ DMG.As Contracts with Sub-contractor were on back to backbasis hence there will be no material impact, further basedon ‘No Due Certificate' of DMG and as per the statementreceived from DMG, no amount are /were remaining tobe payable by the Company to DMG. The Company haschallenged the demand notices of DMG as subsequentto the expiry of Contracts period, the DMG had appointedanother party to carry out sand mining activities also thereis no cogent basis for raising the demand notice(s) onthe Company by DMG. Further, based on legal opinion,the Company has creditable case in its favour. Further,Hon'ble High Court of AP has granted stay on appealsfiled by the Company.
e)
As stated in note no. 47 of the audited standalone financialstatements, the SEBI vide its Order dated 27th December2024 imposed penalty of Rs. 14 lakhs on the Company(on MD & CEO, CFO and four directors Rs. 40 lakhs) aftercompletion of investigation on issues (post show causenotice) mainly related with non-compliances of certainaccounting standards/Ind AS etc. w.r.t. non carrying outfair valuation of corporate guarantees (CG) provided by theCompany (note no. 44(e) of the audited standalone financialstatements), non-provision against impairment of financialassets etc. (investment) and non-compliance of SEBIcircular no. CIR/CFO/POLICY CELL/2/2014 dated April 17,2014 (on revised Clause 49 of the Listing agreement to beeffective from October 01, 2014) read with SEBI CircularNo. CIR/CFO /POLICY CELL/7/2014 dated September 15,2014 (as amended) (circular on related party transactions).Against the above stated Order of the SEBI for imposingpenalty on the Company, the Company had preferred anappeal before SEBI Appellate Tribunal (SAT), decision ofwhich is awaited. In opinion of management, there will notbe material impact of above stated Order on the state ofaffairs of the company and profit for the quarter/year ended31st March, 2025 and on the state of the affairs.
In respect of investigation conducted by the SEBI, theCompany and its four Directors, MD and CEO and CFOhad been served Show Cause Notice (SCN) in earlier yearunder Rule 4(1) of SEBI (Procedure for holding inquiryand imposing penalties), Rules, 1995 on issues relatedwith alleged non-compliances of certain accountingstandards/Ind AS etc. for the financial years from 2012¬13 to 2021-22. Vide its order dated 27th December, 2024SEBI has imposed the penalty of Rs. 14 lakhs on theCompany (and penalty of Rs. 40 lakhs on MD & CEO,CFO and four directors).
In this regard, the management believes that there wasno non-compliances in past as full disclosure were madeon the basis of the then decision taken, and there will beno material impacts of this order on the state of affairs theCompany.
The Company had preferred an appeal before SEBIAppellate Tribunal (SAT) against the above referred SEBIOrder, decision of which is awaited. However, SAT vide itsorder dated 6th March, 2025, while admitting the Appeal,was pleased to stay the recovery subject to deposit of50% of penalty imposed by SEBI. The 50% penalty wasdeposited in time by all the noticees.
Auditor's opinion is not modified in respect of above stated matters in para (a) to (e).
Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. TheManagement's Reply thereto are as under:-
Note no. 43(e) regarding non provision against corporateguarantee provided to lenders (SBI) of JAL. As stated inthe note no. 43(e) of the audited consolidated financialstatements, on filing of the petition by a commercial bankbefore the National Company Law Tribunal (NCLT) bench atAllahabad, Jaiprakash Associates Limited (JAL) (the partyto whom the company is an associate) has been admittedinto/for Corporate Insolvency Resolution Process (CIRP) videNCLT Order dated 3rd June, 2024 and IRP was appointed. Asstated in the said note, the Company had given a corporateguarantee (CG) to State Bank of India (SBI) of USD 1,500lakhs (31st March, 2024 USD 1,500 Lakhs) [equivalent Rs.123,915 lakhs, USD converted at the exchange rate of Rs.82.61 per USD] against loans granted by SBI to JAL. Also,during the earlier year, the Company has received a legaldemand cum recall notice from SBI for corporate guaranteeprovided by the Company, however for the reasons as statedin the said note, the Company has disputed the same andpresently in process of discussion with SBI. Further as stated,the SBI has filed a case for recovery in DRT-III at Delhi againstJAL along with other parties where Company has also beenmade 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. 43(e) read with noteno. 45 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).
Corporate Guarantee of US$ 1,500 Lakhs in favour ofState Bank of India, Hong Kong branch for the creditfacilities granted by lenders to Jaiprakash AssociatesLimited (Party to whom the company is Associate). Theprincipal amount of loan outstanding of US$ 1,300 Lakhs(equivalent to Rs. 70,333 lakhs) has been converted intorupee term loan by State Bank of India vide sanction letterdated 28th December, 2016. Subsequent to the accountingof the impact of “Framework Agreement” (FrameworkAgreement with its lenders for debt restructuring in earlieryear), the Company had initiated process for the releaseof the guarantee provided to SBI. However further inresponse to their legal demand cum recall notice, thefollowing has been replied:
Said Corporate Guarantee has no essence to lodge/invoke against any claim on or after 18.04.2019 (executiondate of Framework Agreement) since the same was tobe released by the State bank of India (@) as explainedabove (provisions of the Framework Agreement will beapply mutatis mutandis) and accordingly sustainability ofthe Resolution Plan was worked out without consideringany liability on account of the said Corporate Guaranteeon the basis of Financial Projections duly approved by theConsortium of Lenders of JPVL including SBI.
As stated in note no. 43(e) of the audited consolidatedfinancial statements in the opinion of the management,pending claims of the Company before IRP and the Companyis in discussion with SBI for release of corporate guaranteein view of the Framework Agreement, presently the impact(amount) is unascertainable as stated in the said note.
[(@) as stated in the note no. 43(e) SBI has assigned itsfund based claim outstanding due for JAL to the NationalReconstruction Company Limited]
Presently Impact cannot be quantified
As stated in para in (A) above, JAL has been admitted intoCorporate Insolvency Resolution Process (CIRP) and IRP/RP has been appointed. We draw the attention to the noteno. 53 read with note no. 43(e) of the audited consolidatedfinancial statements that the Company has paid advance ofRs. 3,434 lakhs (net) to/for carrying out certain works/repairsunder different contracts. Against advance payment made toJAL, no provision has been made and as stated in the saidnote and the Company has filed claims with RP for advanceamount paid and other claims [note no. 53 read with note no.43(e)] which are pending, hence presently in the opinion ofthe management, amount is unascertainable and not beenprovided for.
Matter stated in para (A) above had also been qualified in ouraudit report on the consolidated financial results /statementsfor the quarter/year ended March 31,2024 and limited reviewreport for the preceding quarter ended December 31, 2024.Matter stated in para (B) had also been qualified in ourlimited review on the consolidated financial results, for thepreceding quarter ended December 31,2024.
JAL is doing Civil Work and other works for JPVL. It isalso doing Coal Handling work at Jaypee Bina ThermalPower Plant. There is regular recovery from JAL, duringthe current FY The Company has originally filed claim ofRs. 4,841 lakhs (net). However, as on 31st March,2025,balance in the account of JAL is Rs. 3,434 lakhs (net). Inthe opinion of the Management, there are fair chances forrecovery of this amount and there is no Provision requiredfor it.
Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. TheManagement Reply thereto are as under:-
Auditors’ emphasis on matters
Management’s reply
Attention is invited to note no. 43(h) of the auditedconsolidated financial statements regarding dues of Rs.46,026 lakhs being the amount excess paid to the Companyas assessed and estimated by the UPPCL as stated innote including carrying cost (excess payment made tothe Company towards income tax and secondary energycharges for financial years 2007-08 to 2019-20 and 2014-15to 2019-20 respectively) against which UPPCL has also holdback Rs. 34,063 lakhs (including carrying cost of Rs. 17,165lakhs up to March 31,2025). As stated in the said note in theopinion of the management, Company has credible case inits favour and disallowance made by the UPPCL on accountof income tax and secondary energy charges are not inline with the terms of PPA signed with UPPCL. Accordingly,as stated in the said note, no provision against the statedamount and carrying cost has been considered necessaryby the management at this stage [note no. 43(h) of theaudited consolidated financial statements] and the amountdeducted / retained by UPPCL of amounting to Rs. 34,063lakhs is shown as recoverable and considered good by themanagement.
Based on the legal opinion obtained by the Company,the action of UPPCL is not as per the terms of the powerpurchase agreement (PPA), and the Company hadfiled a petition with Uttar Pradesh Electricity RegulatoryCommission (UPERC) against UPPCL for the aforesaidrecovery. UPERC vide its order dated 12th June,2020 hasdisallowed the claims of the Company and upheld therecovery/proposed recovery of excess payment made byUPPCL to company.
As stated in note no. 46 (i) of the audited consolidatedfinancial statements, no provision has been considerednecessary by the management against Entry Tax in respectof Unit- Nigrie STPP (including Nigrie Cement Grinding Unit)amounting to Rs. 10,871 lakhs (March 31, 2024 Rs. 10,871lakhs) and interest thereon (impact unascertainable). Inrespect of the stated unit, receipts of approval for extensionof the time for eligibility for exemption from payment of entrytax is pending from concerned authority, as stated in thesaid note, for which the company has made representationsbefore the concerned authority and management isconfident for favourable outcome. Against the above entrytax demand, till date of Rs. 6,685 lakhs (31st March, 2024 Rs.6,685 lakhs) has been deposited and shown as part of othernon-current assets which in the opinion of the managementis good and recoverable.
In respect of Nigrie Power and Cement Grinding Unit,entry tax of amounting to Rs. 10,871 lakhs (previousyear Rs. 10,871 lakhs) and interest thereon (impactunascertainable) not payable as the same, on receiptsof approval for extension of the time for eligibility ofexemption from payment of Entry tax is pending fromconcerned authority for approval, for which the companyhas made representations before the concerned authorityand management is confident for favourable outcome.Against the above entry tax demand, till date of Rs.6,685lakhs (previous year Rs. 6,685 lakhs) has been depositedwhich is in the opinion of the management good andrecoverable.
As stated in note no. 57(a) & 57(c) of the audited consolidatedfinancial statements regarding pending confirmations/reconciliation of balances of certain secured [includinginterest recompense, note no.43 (g)] and unsecuredborrowings, trade receivables and trade payables (includingMSME parties, CHAs and of Sub-contractor [read with noteno. 49 of the audited consolidated financial statements] andothers current financial liabilities (including capital creditors),receivables/payables from/to related parties, loans &advances and inventory lying with third parties/in transit. Inthis regard, as stated in the note, internal control is beingstrengthened through process automation (including foras stated in note no. 57(b) regarding of fuel procurementand consumption processes which are in process of furtherstrengthening). The management is confident that onconfirmation/reconciliation there will not be any materialimpact on the state of affairs as stated in said notes.
Management is in the process to confirmations/reconciliation of balances of certain secured andunsecured borrowings (current & non-current), tradereceivables and trade payables (including MSME parties)and other current liabilities (financial/other) (includingcapital creditors and of Sub-contractors, CHAs andreceivables/payables from/to related parties), loans &advances and inventory lying with third parties/in transit. Inthis regard, as stated in the note, internal control is beingstrengthened through process automation (including forfuel procurement and consumption processes which arein process of further strengthening). The management isconfident that on confirmation /reconciliation there will notbe any material impact on the state of affairs.
(i) note no. 49(b) [ read with note no. 49(a)] of the auditedconsolidated financial statements regarding show cause/demand notices from DMG of Rs. 1,79,083 lakhs received bythe Company for recovery against illegal extraction and saleof sand and FIRs has also been filed by the DMG against theofficials of the Company, as sated in the said note. As statedin the said note, sand mining Contracts were Sub-contractedon back- to back basis and ‘Guarantees' provided by the Sub¬contractor to DMG had been released along with issuance of‘No due certificate' by the DMG. Further, as stated in the noteagainst the demand notices of DMG of Rs. 1,68,615 lakhsthe Hon'ble High Court AP has granted stay. As stated in thesaid note and the reasons explained by the management, thedemands of DMG for alleged extraction and sale of sand arewithout any cogent basis and also has been legally advised,in view/opinion of the management there is no need to makeany provision against stated demands and there will be noimpact on the state of affairs of the Company.
The Contract(s) were expired prior to 31.03.2024.Balances of sub-contractor is subject to confirmation andreconciliation and purchases, sale and inventory had beenaccounted for in earlier year based on details/statement asmade available by the sub-contractor/ DMG. As Contractswith Sub-contractor were on back to back basis hencethere will be no material impact, further based on ‘No duecertificate' of DMG and as per the statement received fromDMG, no amount are /were remaining to be payable bythe Company to DMG. The Company has challenged thedemand notices of DMG as subsequent to the expiry ofContracts period, the DMG had appointed another partyto carry out sand mining activities also there is no cogentbasis for raising the demand notice(s) on the Company byDMG. Further, based on legal opinion, the Company hascreditable case in its favour. Further, Hon'ble High Courtof AP has granted stay on appeals filed by the Company.
(ii) As stated in note no. 49(b)(ii) of the audited consolidatedfinancial statements read with note no. 49(a), balance of sub¬contractor is subject to confirmation and reconciliation ason 31st March, 2025. Further, as stated in the said note no.7(b)(ii) purchases, sale and inventory were accounted forbased on details/statement as made available by the sub¬contractor. As stated, management believes that there willbe no material impact on the profit for the year and state ofaffairs of the Company, on final reconciliation/ confirmation
As stated in note no. 45 of the audited consolidated financialstatements, the SEBI vide its Order dated 27th December2024 imposed penalty of Rs. 14 lakhs on the Company(on MD & CEO, CFO and four directors Rs. 40 lakhs) aftercompletion of investigation on issues (post show causenotice) mainly related with non-compliances of certainaccounting standards/Ind AS etc. w.r.t. non carrying outfair valuation of corporate guarantees (CG) provided by theCompany [note no. 43(e) of the audited consolidated financialstatements], non-provision against impairment of financialassets etc. (investment)and non-compliance of SEBI circularno. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (onrevised Clause 49 of the Listing agreement to be effectivefrom October 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 penalty onthe Company, the Company had preferred an appeal beforeSEBI Appellate Tribunal (SAT), decision of which is awaited.In opinion of management, there will not be material impactof above stated Order on the state of affairs of the companyand profit for the year ended 31st March, 2025 and on thestate of the affairs.
In respect of investigation conducted by the SEBI, theCompany and its four Directors, MD and CEO and CFOhad been served Show Cause Notice (SCN) in earlier yearunder Rule 4(1) of SEBI (Procedure for holding inquiry andimposing penalties), Rules, 1995 on issues related withalleged non-compliances of certain accounting standards/Ind AS etc. for the financial years from 2012-13 to 2021¬22. Vide its order dated 27th December, 2024 SEBI hasimposed the penalty of Rs. 14 lakhs on the Company(and penalty of Rs. 40 lakhs on MD & CEO, CFO and fourdirectors).
Auditor's opinion is not modified in respect of above stated matters in para (a) to (e)
f)
Uncertainty on the going concern - of Subsidiary Companies:
(i) Jaypee Arunachal Power Limited: Jaypee ArunachalPower Limited (JAPL) (where Holding Company hasinvestment of Rs. 22,872 lakhs and impairment provisionmade there against is Rs. 22,871 lakhs). The auditors ofJAPL has drawn the attention, in their audit report abouterosion in the net worth of the JAPL without modifyingtheir opinion, on preparation of financial statements by themanagement of JAPL as going concern basis on account ofcontinuing support from holding company. These conditionsindicate the existence of a material uncertainty that may castsignificant doubt about the JAPL's ability to continue as agoing concern. However, the financial statements/results ofthe JAPL have been prepared by the management on a goingconcern basis Note no. 64(a) of the audited consolidatedfinancial statements.
(i) Financial statement of JAPL have been preparedby the management of JAPL as going concern basis onaccount of continuing support from holding company.
(ii) Jaypee Meghalaya Power Limited: Jaypee MeghalayaPower Limited (JMPL)'s (where Holding Company hasinvestment of Rs. 846 lakhs and impairment provisionmade there against Rs. 846 lakhs) accumulated losseshave eroded more than 50% of the net worth of the JMPLand JMPL is dependent on its holding company for its dailyoperations. These conditions indicate the existence of amaterial uncertainty that may cast significant doubt aboutthe JMPL's ability to continue as a going concern on whichauditors of JMPL has drawn attention. The auditors hasnot modified the opinion in their audit report. However, thefinancial statements/results of the JMPL have been preparedby the management on a going concern basis [Note no.64(b) of the audited consolidated financial statements].
(ii) Financial statement of JMPL have been preparedby the management of JMPL as going concern basis onaccount of continuing support from holding company.
(iii) Sangam Power Generation Company Limited: SangamPower Generation Company Limited (SPGCL) (where HoldingCompany investment of Rs. 55,212 lakhs and impairmentprovision made there against Rs. 33,025 lakhs) is havingaccumulated losses and its net worth has been significantlyeroded as on 31st March 2025 and its claim against UPPCLis pending before Hon'ble Supreme Court. These conditionsindicate the existence of a material uncertainty that may castsignificant doubt about the SPGCL's ability to continue asa going concern on which auditors of SPGCL have drawnattention. The auditors has not modified the opinion in theiraudit report. However, the financial statements have beenprepared on going concern basis [Note no. 64(d) of theaudited consolidated financial statements].
(iii) Financial statement of SPGCL have been preparedby the management of SPGCL as going concern basis onaccount of continuing support from holding company.
Auditor's opinion is not modified in respect of above stated matters in f (i) to (iii).
During the year under review, neither the statutory auditorsnor the secretarial auditors of the Company has disclosedany instance of fraud committed in the Company by itsofficers or employees required to be disclosed in terms ofSection 143(12) of the Companies Act, 2013.
15. COMMISSION TO MANAGING DIRECTOR OR WHOLETIME DIRECTORS OF THE COMPANY FROM ANY OFITS SUBSIDIARIES.
Neither the Managing Director nor any of the Whole timeDirectors of the Company received any remuneration orcommission from any of its subsidiaries required to bedisclosed in terms of Section 197(14) of the CompaniesAct, 2013.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT THE WORK PLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti- Sexual HarassmentPolicy in line with the requirements of The SexualHarassment of Women at the Work Place (Prevention,Prohibition and Redressal) Act, 2013 and rules madethereunder. An Internal Complaints Committee (ICC) is inplace as per the requirements of the said Act to redresscomplaints received regarding sexual harassment. All
women employees (permanent, contractual, temporary,trainees) are covered under this policy.
Pursuant to Section 134(3)(q) of the Companies Act,2013 read with Rule 8(5)(x) of Companies (Accounts)Rules,2014, no case has been reported during the yearunder review.
During the year under review, pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(xi) of Companies (Accounts) Rules,2014, there wasno applications / proceedings under insolvency andbankruptcy code, 2016 has been initiated against theCompany
18. THE DETAILS OF DIFFERENCE BETWEEN AMOUNTOF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT (OTS) AND THE VALUATION DONEWHILE TAKING LOAN.
Pursuant to Section 134(3)(q) of the Companies Act readwith Rule 8(5)(xii) of Companies (Accounts) Rules, 2014,the Company has not made any OTS with the banks /financial institutions during the year under review, hence,no valuation was done.
All Related Party Transactions were done on an arm'slength basis and in the ordinary course of business. Duringthe year, the Company has not entered into any contract/arrangement/ transaction with related parties which couldbe considered material in accordance with the policy of theCompany on materiality of related party transaction.
The Board of Directors of the Company has reviewed thePolicy on Related Party Transactions on 1st February, 2025and amended pursuant to the SEBI Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12th December 2024 videSEBI (LODR)(3rd Amendment) Regulations, 2024. Theamended policy on Related Party Transactions, as approvedby the Board, may be accessed on the Company's websiteat the link: https://www.jppowerventures.com/wp-content/uploads/2025/02/Related-Party-Transaction-Policy.pdf
The details of Related Party Transactions, as required underIndian Accounting Standard-24 (Ind AS-24), are providedin the accompanying Financial Statements forming partof this Annual Report. Form AOC-2 pursuant to Section134 (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.
In respect of investigation conducted by the SEBI, theCompany and its four Directors (including one ex- wholetime Director), MD and CEO and CFO had been servedShow Cause Notice (SCN) in earlier year under Rule 4(1)of SEBI (Procedure for holding inquiry and imposingpenalties), Rules, 1995 on issues related with alleged non¬compliances of certain accounting standards/ Ind AS etc. forthe financial years from 2012-13 to 2021-22. Vide its orderdated 27th December, 2024 SEBI has imposed the penaltyof Rs. 14 lakhs on the Company (excluding penalty of Rs.40 lakhs imposed on MD & CEO, CFO and four Directors(including one ex- whole time Director)). In this regard, themanagement believes that there was no non-compliancesin past as full disclosure were made on the basis of, the thendecision taken, and there will be no material impacts of thisorder on the state of affairs the Company. The Company hadpreferred an appeal before SEBI Appellate Tribunal (SAT)against the above referred SEBI Order, decision of whichis awaited. However, SAT vide its order dated 6th March,2025 was pleased to stay the recovery subject to depositof 50% of penalty imposed by SEBI. The 50% penalty wasdeposited in time by all the noticees.
Pursuant to Section 92(3) read with section 134(3)(a) of theCompanies Act, 2013, copies of the Annual Returns of theCompany prepared in accordance with Section 92(1) of theCompanies Act, 2013 read with Rule 11 of the Companies(Management and Administration) Rules, 2014 are placedon the website of the Company and is accessible atthe web-link: https://www.jppowerventures.com/wp-content/uploads/2025/05/MGT_7-2025.pdf
The provisions of Section 186 of the Companies Act,2013, with respect to a loan, guarantee or security isnot applicable to the Company for being engaged inproviding infrastructural facilities as specified in ScheduleVI appended to the Act. However, particulars of loansgiven, guarantees given and securities provided andinvestments made under the provisions of Section 186of the Companies Act, 2013 are given in the Notes to theFinancial Statements.
The Company is in compliance with the applicableSecretarial Standards issued by the Institute of CompanySecretaries of India and approved by the CentralGovernment under Section 118(10) of the Act.
The Provisions of SEBI (LODR) Regulations, 2015 forconstitution of Risk Management Committee is applicableon top thousand (1000) listed entities on the basis of marketcapitalization. Since the Company falls within top 500 listedentities, accordingly, the Company has constituted the RiskManagement Committee details of which are given in theCorporate Governance Report forming part of the AnnualReport.
The policy on Risk Management as approved byboard is available on company's website at https://jppowerventures.com/wp-content/uploads/2021/10/RISK-MANAGEMENT-POLICY.pdf
In the opinion of the Board, there is no risk which maythreaten the existence of the Company as a going concern.
In terms of Regulation 34 of SEBI (LODR) Regulations 2015,the Company falls within top Five Hundred (500) listedentities based on market capitalization as on 31st March,2025, as such, a Business Responsibility and SustainabilityReport (BRSR) is annexed with the Annual Report.
The Company has constituted Corporate SocialResponsibility (CSR) Committee and has framed a CSRPolicy. Corporate Social Responsibility Policy is availableon our website at https://jppowerventures.com/wp-content/uploads/2024/05/CSR-Policy_May24.pdf. Thebrief details of CSR Committee are provided in the Reporton Corporate Governance. The Annual Report on CSRactivities as required to be given under Section 135 ofthe Companies Act, 2013 and Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules, 2014 asamended is annexed herewith as “Annexure-D”.
27. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8 of The Companies (Accounts)
Second Amendment Rules, 2015 (As per notificationdated 4th September, 2015), is annexed to this Report as“Annexure-E”.
The Board wishes to mention the following materialdevelopments which took place after the closure ofFinancial Year:
On 3rd June, 2024, the Hon'ble National Company LawTribunal, Allahabad Bench, has admitted JaiprakashAssociates Limited (JAL) (the Promoter Company of theCompany, which holds 24% stake in the Company) inCorporate Insolvency Resolution Process (CIRP) andappointment of Interim Resolution Professional underSection 7 of the Insolvency and Bankruptcy Code, 2016.Further developments in regard to the process are availablein the Public Domain of JAL's & Stock Exchanges' website.The Company has already clarified to stakeholdersthrough regulatory filings with Stock Exchanges that beinga separate legal entity managed by a separate Board ofDirectors and team of executives, there is no impact onthe operational performance and financial well-being of theCompany.
In terms of Section 134(3)(l) of the Companies Act, 2013,except as disclosed elsewhere in this report, no materialchanges and commitments are perceived to affect theCompany's financial position which have occurred betweenthe end of the financial year of the Company to which thefinancial statements relate and date of the report and therehas been no change in the nature of business.
29. CORPORATE GOVERNANCE REPORT ANDMANAGEMENT DISCUSSION AND ANALYSISREPORT
A report on Corporate Governance as stipulated byRegulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 forms part ofthis Annual Report along with the required Certificate fromthe Auditors confirming compliance with the conditions ofCorporate Governance.
As required under Regulation 34(2)(e) of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Management Discussion and Analysis Report onthe operations and financial position of the Company hasbeen provided in a separate section which forms part ofthis Annual Report.
The Board has, pursuant to the provisions of Section177(9) & (10) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers)Rules, 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, formulated Whistle Blower Policy and VigilMechanism for Directors and Employees under whichprotected disclosures can be made by a whistle blowerand provide for adequate safeguards against victimizationof Director(s) or employees(s) or any other person whoavail the mechanism.
The Company believes in the conduct of the affairs of itsconstituents in a fair and transparent manner by adoptinghighest standards of professionalism, integrity and ethicalbehavior. During the year under review, no reference hasbeen received under the Whistle Blower Policy and VigilMechanism for Directors and Employees.
The Vigil Mechanism-cum-Whistle Blower Policy may beaccessed on the Company's website at the link: http://jppowerventures.com/wp-content/uploads/2016/03/Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf
The Internal Financial Controls, with reference to financialstatements, as designed and implemented by the Companyare adequate. During the year under review, no material orserious observation has been received from the InternalAuditors of the Company for insufficiency or inadequacy ofsuch controls.
The details pertaining to internal financial controls andtheir adequacy have been disclosed in the ManagementDiscussion & Analysis Report forming part of the AnnualReport.
a) Statement showing details of employees as requiredunder Section 197(12) of the Companies Act, 2013read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 has been provided inAnnexure-F (I) which forms part of this Report.
b) Information pertaining to remuneration to be disclosedby listed companies in terms of Section 197(12)of the Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 have beenprovided in Annexure-F(II) which forms part of thisReport.
The Board places on record its sincere appreciation andgratitude to various Departments and Undertakings ofthe 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 theircontinued co-operation and support to the Company. TheBoard sincerely acknowledges the hard work, dedicationand commitment of the employees and the faith &confidence reposed by the shareholders in the Company.
Sd/-
Place : New Delhi Chairman
Date : 1st May, 2025 [DIN: 00008480]