Chief Financial Officer Ashok Soni Board of Directors Company Secretary Jaiprakash Gaur - Director (Founder Chairman) M M Sibbal Manoj Gaur - Executive Chairman & CEO Joint President & Company Secretary Sunil Kumar Sharma - Executive Vice Chairman Statutory Auditors Rajendra K.Goel & Co., Chartered Accountants, New R.N. Bhardwaj - Independent Director Delhi K.N. Bhandari - Independent Director Secretarial Auditors CS Ashok Tyagi Ms. Homai A Daruwalla - Independent Director Practising Company Secretary, New Delhi S.C.K. Patne - Independent Director Cost Auditors K. P. Rau - Independent Director J K Kabra & Co., Cost Accountants, New Delhi Registrar & Transfer Agents T.R. Kakkar - Independent Director Alankit Assignments Ltd, New Delhi Sunny Gaur - Managing Director (Cement) Bankers/Lenders (Resigned w.e.f. 04-07-2020) Axis Bank Limited Pankaj Gaur - Jt. Managing Director Bank of Baroda (including erstwhile Dena Bank & Vijaya (Construction) Bank) Bank of India Ranvijay Singh - Whole-time Director Bank of Maharashtra Canara Bank (including erstwhile Syndicate Bank) Central Bank of India Contents Page No. Export Import Bank of India Directors’ Report (with Annexure(1 to 9 ) 2-70 HDFC Bank Limited Secretarial Audit Report 71-76 ICICI Bank Limited Corporate Governance Report 77-101 Indian Bank (including erstwhile Allahabad Bank) Indian Overseas Bank Declaration by the Executive Chairman & CEO 102 IDBI Bank Limited Independent Auditors’ Certificate on 102 IFCI Limited Corporate Governance. Indusind Bank Ltd Management Discussion & Analysis Report 103-119 Lakshmi Vilas Bank Limited Business Responsibility Report 120-237 L&T Infrastructure Fin. Company Limited Independent Auditors’ Report on 138-150 Life Insurance Corporation of India Standalone Financial Statements Punjab National Bank (including Oriental Bank of Commerce & United Bank of India Balance Sheet 151 Punjab & Sind Bank Statement of Profit and Loss 152 Standard Chartered Bank Cash Flow Statement 153 State Bank of India Statement of Changes in Equity 154 Small Industries Development Bank of India (SIDBI) Notes (1 to 71) 155-228 Srei Equipment Finance Private Limited The Jammu & Kashmir Bank Limited Independent Auditors’ Report on 229-244 The South Indian Bank Limited Consolidated Financial Statements The Karnataka Bank Limited Consolidated Financial Statements 245-329 The Karur Vysya Bank Limited Form AOC - 1 330-332 Union Bank of India (including erstwhile Andhra Bank & Corporation Bank UCO Bank Yes Bank Limited Jaiprakash Associates Ltd CIN : L4106UP1995PLCO19017 Registered Office Corporate Office Website E- mail ID for Shares Sector 128, NOIDA 201307 (U.P.) ‘JA House’, 63, Basant Lok, www.jalindia.com related queries Tel: + 0120 2470800 Vasant Vihar, New Delhi 110057 [email protected] Fax: + 011 26145389 Tel: 011 49828500 1 ANNUAL REPORT 2019-20 DIRECTORS’ REPORT To Pursuant to restructuring/ reorganization/ realignment of the debt of the Company, a Scheme of Arrangement (SOA) The Members, was approved by the Board of Directors, for demerger of Your Directors submit their report for the Financial Year ended Company’s real estate undertaking viz. SDZ Real Estate 31st March 2020: Development Undertaking (SDZ-RE) comprising identified 1.0 WORKING RESULTS moveable and immoveable assets and liabilities (including The working results of the Company for the year under estimated debt to the tune of Rs.11,834 crore as on 1st July report are as under: 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly owned subsidiary of the Company, namely, Jaypee (Rs. in Crores) Infrastructure Development Limited (JIDL) as a going concern, Financial year ended 31.03.2020 31.03.2019 on a slump exchange basis, which is pending sanction by Hon’ble National Company Law Tribunal (NCLT), Allahabad. Gross Total Revenue 4,687.22 6,984.41 The long stop date of the SOA originally provided upto 31st Profit before Interest, 302.33 768.91 May 2018 has been extended till 30th September 2020. Depreciation & Tax (PBIDT) Interest accrued on debt portion to be transferred to SDZ- Less: Finance Costs 802.33 723.80 RE i.e. JIDL upon Order of NCLT, Allahabad, with appointed Less : Depreciation 412.17 395.35 date of 1st July 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of Profit/(Loss) before (-) 912.17) (-) 350.06 SDZ-RE, since the same has to be serviced from the assets/ Exceptional items & Tax development of assets of the said SDZ-RE. Exceptional Items - Gain/ (Loss) 21.69 (-) 423.44 2.0 DISINVESTMENT INITIATIVES & REDUCTION OF DEBT Profit/(Loss) before Tax (-) 890.48 (-) 773.50 In line with the Company’s publically stated policy, the Provision for Tax (including 1.65 – summary of divestments carried out by the Company and Deferred Tax) its subsidiaries/ associate companies are given below. The Profit/(Loss) from continued (-)892.13 (-) 773.50 Restructuring Committee of the Board, which includes three operations after Tax (Net Independent Directors, continues to consider various options Profit)/(Loss) in this regard. The management is concentrating its efforts Profit/(Loss) from discontinued (-)0.70 (-)0.18 to strengthen the core competence business segment of the operations after Tax (Net Company i.e. Engineering & Construction activities. Profit)/(Loss) SUMMARY OF DIVESTMENTS CARRIED OUT BY Other Comprehensive Income/ (-)2.92 3.11 THE COMPANY AND ITS SUBSIDIARIES/ASSOCIATE Expenditure COMPANIES Total Comprehensive Income (-) 895.75 (-) 770.57 S. Transaction Enterprise Date of Basic Earnings Per Share [Face (-) 3.67 (-) 3.18 No. value divestment value Rs. 2 per share] in Rupees (Rs. crore) Diluted Earnings Per Share [Face (-) 3.67 (-) 3.18 1. Sale of 4.80 MTPA 3,800.00 12th June value Rs. 2 per Share] in Rupees Cement Plants in 2014 Gujarat demerged During the year under report, the gross total revenue is lower in by Jaypee Cement cement segment, real estate and Engineering & Construction Corporation Limited division of the Company. Turnover was affected due to market (JCCL) (a wholly conditions and working capital constraints. PBIDT is around owned subsidiary) 6.5% of Gross Total Revenue for the year under report against 11% in the year ended 31st March, 2019 primarily on account 2. Sale of entire 74% 667.57 29th of lower operation and margins in the real estate segment. stake in Bokaro November Jaypee Cement 2014 EFFORTS TO DELEVERAGE COMPANY’S BALANCE Limited (a subsidiary), SHEET having 2.10 MTPA cement grinding plant The members are already aware that the Company has been continuously making efforts to deleverage its balance sheet by 3. Sale of 1.5 MTPA 358.22 27th April operational efficiency and divestment of assets for the overall Cement Grinding 2015 benefit of stakeholders. Unit of Company in Panipat, Haryana 2 Interest accrued on apportioned debt to be transferred to SDZ- S. Transaction Enterprise Date of RE i.e. JIDL upon Order of NCLT, Allahabad, with appointed No. value divestment (Rs. crore) date of 1st July 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of 4. Sale of 1091 MW 9,700 8th SDZ-RE, since the same has to be serviced from the assets/ HEP at Karcham September development of assets of the said SDZ-RE. & 300 MW HEP at 2015 Baspa-II, Himachal The DRP was approved by the Independent Evaluation Pradesh by Jaiprakash Committee (IEC) on 19th June 2017. Lenders of JAL and Power Ventures JCCL have appreciated the steps taken by the Company and Limited (JPVsL) approved the DRP under RBI guidelines with requisite (then Subsidiary, majority (more than 90%) in the meeting of Joint Lenders now Associate of the Forum (JLF) held on 22nd June 2017. Company) The status as on 31st March 2020 of the debt considered 5. Sale of 49 MW Wind 161.00 30th under ‘Realignment Plan as on 30th September 2016’ is as Power Plants of the September under: Company (40.25 MW 2015 (Rs. Crores) in Maharashtra & 8.75 MW in Gujarat) Particulars JAL JCCL Total JAL Total JAL Total JAL & JCCL & JCCL & JCCL 6. Sale of 17.2 MTPA 16,189.00 29th June as on as on as on identified Cement 2017 30.09.16 31.03.19 31.03.20 Plants (including Unsustainable 12,930 660 13,590 12,477 12,484 captive power plants) Debt proposed in Uttar Pradesh , to be transferred Madhya Pradesh, to a new Real Himachal Pradesh, Estate Special Purpose Uttarakhand & Andhra Vehicle (SPV) & Pradesh (which Potential Debt includes 5.0 MTPA Asset Swap cement plant of JCCL) Balance 5,589 778 6,367 5,291 5,152 TOTAL 30,875.79 Sustainable Debt (including FITL) to be DEBT REALIGNMENT PLAN retained in the Company The Company had requested its Lenders to realign its debt in (Residual line with the cash flow projections post divestment of cement JAL)** plants. As per the Debt Realignment Plan (DRP), the total Total 18,519 1,438 19,957 17,768 17,636 debt of the Company and JCCL (wholly owned subsidiary of the Company) has been segregated into sustainable debt and Note: The above is net of Rs.10,189 crore already transferred unsustainable debt. While sustainable debt of JAL & JCCL is to UltraTech Cement Limited on sale of 17.2 MTPA cement to be retained in the Company (i.e. in JAL), the unsustainable plants as referred to above and excludes debt of Rs.1000 crore debt would be transferred to a new Real Estate Special yet to be paid to Lenders through redemption of Redeemable Purpose Vehicle (SPV). Preference Shares (RPS) Series-A issued by UTCL related to JP Super Cement Plant in U.P. which shall be redeemed on A Scheme of Arrangement (SOA) duly approved by the Board compliance of certain conditions precedents to be completed of Directors, Stock Exchanges/SEBI, shareholders, secured by the Company. and unsecured creditors of the Company by approx 99% by value for demerger of Company’s real estate undertaking Post approval of DRP by all the Lenders, the Master viz.