‘Meanwhile till further orders, the approved ‘Resolution Plan' may be implemented subject to outcome of this Appeal. It was further directed that the Interim Resolution Professional may constitute ‘Interim Monitoring Committee' (IMC) comprising of the ‘Successful Resolution Applicant', i.e., the Appellant and the three major Institutional Financial Creditors, who were Members of the ‘Committee of Creditors' as named above.'

Accordingly, the IRP constituted the IMC comprising of NBCC India Limited, IDBI Bank Limited (Lender), India Infrastructure Finance Company Limited (Lender), LIC of India (Lender) and Sh. Anuj Jain (IRP). The Resolution Plan was not implemented by the Resolution Applicant (RA).

Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between Jaypee Kensington Boulevard Apartments Welfare Association & Ors. Vs NBCC (India) Ltd & Ors. vide its order dated 06.08.2020 transferred all the pending appeals/cases with NCLAT to itself i.e. to Supreme Court to avoid further delay in execution of scheme. Further, it stayed the order dated 22.04.2020 of Hon'ble NCLAT and ordered the Interim Resolution Professional (IRP) to manage the affairs of the company.

The arguments in the matter concluded on 8th October, 2020 and Hon'ble Supreme Court of India vide its order dated 24th March, 2021 directed to complete CIRP within 45 days from the date of the order while inviting fresh/modified resolution plans from Suraksha and NBCC only.

Pursuant to the directions of Hon'ble Supreme Court, the Interim Resolution Professional invited fresh/modified Resolution Plan from NBCC and Suraksha Realty Limited, which were put to vote by the CoC. The final Resolution Plan of Suraksha Realty Limited along with Lakshdeep Investments and Finance Private Limited (“Suraksha”) was passed with 98.66% votes. The Interim Resolution Professional has filed the resolution plan of Suraksha as approved by Committee of Creditors with the Adjudicating Authority i.e. Hon'ble National Company Law Tribunal, Principal Bench, New Delhi on 07.07.2021 and the same is pending adjudication before Adjudicating Authority.

The Hon'ble Supreme Court has also allowed the time extension application of CoC to complete the CIRP

Approval of the Financial Statements 2020-21 and the Report to the Shareholders

As the powers of the Board of Directors have been suspended, the financial statements have not been approved by the Board of Directors. However, the same has been reviewed and signed by IRP & signed by Company Secretary. The position of CFO had become vacant pursuant to resignation of former CFO since July 31,2020.

The IRP in view of having entrusted with the management of the affairs of the Company, is submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”). This Report was discussed in a meeting held with the key management persons and thereafter approved by the IRP

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company (Standalone) for the financial year ended 31st March, 2021 is summarized below:-

2 RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Jaypee Infratech Limited (JIL) has developed Yamuna Expressway project which inter-alia includes 165 km six lane access controlled expressway from Noida to Agra with provision for expansion to eight lanes with service roads and associated structures. Yamuna Expressway was opened for the public on 9th August, 2012 and commenced toll collection w.e.f. 16th August, 2012.

The Average Annual Daily Traffic (AADT) for the year ended on 31st March, 2021 was 26,767 PCUs as compared to 27,156 PCUs for the previous year ended on 31st March, 2020, which is lower by 1.43% over the previous year.

The revenue from Toll Collection for the year ended 31st March, 2021 aggregated to Rs. 334.18 crores as compared to Rs. 337.72 Crores for the previous year ended 31st March, 2020, which is lower by 1.05% over the previous year.

The Average Annual Daily Traffic (AADT) and Toll Revenue

registered a Compound Annual Growth Rate (CAGR) of 13.26% and 17.16% respectively, since commencement of commercial operations on 16th August, 2012.

The company has launched 37,510 Units till 31st March 2021 (37,510 Units till 31st March 2020) across its land parcel 1 i.e. Noida; Land parcel 3 i.e. Mirzapur & land parcel 5 i.e. Agra. Out of the said 37,510 Units, the company has sold 32,747 Units (Out of the same, Occupancy Certificate (OC) applied/ received for 13,237 Units and Offer of Possession were issued for 12,917 Units) till 31st March 2021.

The revenue from real estate for the year ended 31st March, 2021 aggregated to Rs.36.26 Crores as compared to Rs.1047.72 Crores for the corresponding previous year ended 31st March, 2020. The Resolution Plan was not implemented by the Resolution Applicant (RA).

COVID-19 pandemic and lockdown

To safeguard the nation from the perils of COVID-19, which was declared pandemic by World Health Organisation, nationwide lockdown was announced w.e.f. 25th March, 2020 for a period of 21 days which was extended from time to time till 31st May, 2020 and further till 31st July, 2020 with various guidelines and precautionary measures announced by the Central and the State Governments. Further in April 2021 state-wide lock down was imposed which lasted till 7th June 2021.

The Government of India, Government of various States and UTs took several steps, e.g. assessing the situation on day to day basis, definitive preventive, emergent, medical, social measures to combat this life threatening disease which posed a very serious challenge to human race. The COVID-19 virus has hit populations around the world and has resulted in many restrictions, including free movement of people, thereby hampering businesses and day to day functioning of companies. Many cities/states were badly affected by the pandemic and resulted in various restrictions as per guidelines.

The lockdown restrictions were lifted from May/June, 2020 onwards with various precautions. The Company took all the precautions as prescribed by the Central and State Governments such as sanitization of office premises, social distancing, wearing of masks etc.

The Resolution Plan of NBCC as approved on 3rd March, 2020 by the Adjudicating Authority was not implemented. Further, revenue from Yamuna Expressway in respect of toll collections etc. fluctuated due to effect of lockdown owing to COVID-19.

The operations of the company have resumed / shall resume in a phased manner in compliance with the directives of both State and Central Governments. There is an uncertainty about the time required for things to get normal.

The eventual outcome of the impact of the global health pandemic may be different from those estimated as on date of the approval of the financial results.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2020-21 have been prepared as per Ind AS.

4. DIVIDEND

In view of the CIRP and losses, the matter was not considered.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves.

6. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2021 the Authorized Share Capital of the Company was Rs. 3000 crores. The Paid-up Share Capital of the Company as on 31st March, 2021 was Rs. 1388,93,34,970 divided into 138,89,33,497 Equity Shares of Rs.10 each.

During the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

7. NON-CONVERTIBLE DEBENTURES

As at 31st March, 2021, the Secured Redeemable NonConvertible Debentures (NCDs) of the Company aggregates to Rs. 211.95 crore. The said Debentures are listed on BSE Limited. The Trustee for the said Debentures is M/s Axis Trustee Services Limited.

The NCDs are part of the Resolution Plan and shall be dealt with accordingly upon its approval/implementation.

8. SUBSIDIARY COMPANY

As on 31st March, 2021, the Company has one subsidiary "Jaypee Healthcare Limited (JHCL)” which was incorporated on 30th October, 2012 as wholly owned subsidiary of the Company with a vision of promoting world-class healthcare by providing quality and affordable medical care with commitment. Jaypee Healthcare Limited has established a 504 bed Super Speciality Hospital at Noida which is currently operational.

Financial Performance of the Subsidiary Company

During the Financial year 2020-21, the revenue of the Company was Rs. 188.35 crores which was lower by 36% as compared to the previous year. The Company has incurred losses of Rs. 122.08 crores in Financial Year 2020-21.

COVID-19 and its impact

Covid-19 Pandemic has affected the world and the JHCL is no exception. The Covid-19 first wave outback developed rapidly in last quarter 2020, with a significant number of infections. Measures taken by the Indian Government to contain the virus have affected economic activities. Major impacts of Covid-19 on the Company are as under:

1. Reduction in the number of OPDs, & IPDs. Limited Patients both from Domestic & International were coming for surgeries, in view of restrictions on domestic & international travel.

2. The occupancy has fallen approx. 40 in April, 2020 as against 180 normal.

3. Organ Transplant Revenue reduced from April, 2020 to October, 2020. Substantial downfall due to Covid-19 and restriction on international patients.

4. Due to increase in demand of critical medicines/consumer

bills needed by Covid-19 patients, hospital was forced to buy the medicines/injections on cash payment basis.

Country's battle against Covid-19 Pandemic, to serve the humanity as its prime motive, Hospital contributed and continued its operations in the best and safest way without jeopardizing the health of its employees. Jaypee Hospital has created special / quarantine wards for Covid-19 patients at its various locations i.e. Noida, Anoopshahr and Chitta.

In the month of April- May, 2021, the Country was again affected by the second wave of Covid-19 Pandemic. To deal with such an emergency situation, JHCL equipped itself with proper Oxygen Beds /ICUs, Ventilators and also established its own Oxygen Plant.

The Company is providing its full support to Jaypee Institute of Information Technology (JIIT) to set up 100 Beds Sai Advance Covid Care Centre at JIIT Campus, Sector 128, Wish Town, Noida under the medical supervision/ technical support of Jaypee Hospital to fight with the likely eruption of third wave of Covid -19 Pandemic.

The Government of India has issued directions to all public/ private hospitals to have their in house oxygen plants. JHCL has proactively installed its oxygen plant on 14th June, 2021.

The working results of the Company for the year under review are as under:

company and related information thereto along with the Standalone Audited Financial Statements of the subsidiary Company prepared in accordance with the Indian Accounting Standard (Ind AS - 110) on Consolidated Financial Statements is provided in this Annual Report and is also available on the website of the Company at www.jaypeeinfratech.com. These documents will be available for inspection during business hours at the Registered Office of the Company.

10. DIRECTORATE & KMPs10.1 Changes in the Board / KMPs

Due to ongoing CIRP the Board of Directors continue to remain suspended during the year under review. During Financial Year i.e. 2018-19 following Independent Directors had submitted resignations as per details given below:

of NBCC (India) Limited having been approved, the matter for re-appointment of Directors retiring by rotation was not considered.

Further, in view of Resolution Plan of Suraksha Realty Limited, as approved by the CoC, having been filed with Adjudicating Authority, the matter for re-appointment of Directors retiring by rotation is not considered.

10.3 Key Managerial Personnel

The details about the Whole-time Key Managerial Personnel are given in the Corporate Governance Report which forms part of the Annual Report.

10.4 Declarations of Independence

The Company had received Declarations of Independence from all the Independent Directors in the beginning of Financial Year 2018-19, confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”). However, during the Financial Year 2018-19 the Independent Directors submitted resignation.

10.5 Board Evaluation

As the Company remained under CIRP from 9th August, 2017 onwards, the powers of the Board of Directors remained suspended and the affairs of the Company were being conducted by IRP/RP The Interim Monitoring Committee (IMC) was appointed subsequent to order passed by the Hon'ble NCLAT on 22nd April, 2020. IMC remained functional till 06th August, 2020 i.e. the date of Order issued by Hon'ble Supreme Court and the affairs of the Company are being conducted by IRP from the date of the said order. Consequently, no meeting of the Directors was held during the Financial Year 2020-21 for such evaluation.

10.6 Familiarization of Independent Directors

During pre-CIRP period, as and when required the Company used to conduct programmes for familiarization of Independent Directors with the Company and details of such programmes were updated on its website i.e. www.jaypeeinfratech.com. Further, roles, rights, responsibilities of Independent Directors in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters are available on the Company's website. During the period under review, it was not required to conduct programmes for familiarization of Independent Directors in view of the CIRP and the resignations submitted by the Independent Directors.

10.7 Remuneration Policy

The Company has in place the following policies that were duly approved by the erstwhile Board on the recommendations of the Nomination and Remuneration Committee prior to commencement of CIRP:

a) Policy for selection of Directors and determining Directors' independence which is annexed as Annexure II-A to this Report.

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees which is annexed as Annexure II-B to this Report.

of this Annual Report. The powers of board of directors and its committees remained suspended during CIRP period and were/are being excercised by the RP/IRP/IMC in accordance with Sections 17 and 23 of the Insolvency Code from the aforesaid date. Accordingly, no meetings of the Committees were held during the Financial Year 2020-21. Further details are given in the Corporate Governance Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations') is provided in this Annual Report together with the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations.

The Chief Financial Officer (CFO) of the Company having resigned w.e.f. 31st July, 2020 the certificate in terms of the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) was not signed.

A company undergoing insolvency resolution process, however, is exempted from the requirement of, amongst others, composition of board of directors, constitution, meetings and terms of reference of the audit committee, constitution, meetings and terms of reference of the nomination and remuneration committee, constitution, meetings and terms of reference of the stakeholders' relationship committee as required under SEBI (Listing obligation and disclosure requirement) Regulations, 2015.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations and financial position of the Company, as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section forming part of this Report.

16. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments made by the Company during the year, along with the purpose for which such loan or guarantee or security is utilized/proposed to be utilized are provided in Note 4,5,12, 13,16 and 21 of the accompanying Standalone Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Till the commencement of CIRP all Related Party Transactions entered into were in the ordinary course of business and on an arm's length basis and were not considered material in terms of the Company's Policy on materiality of related party transactions, which may be accessed on the website of the Company at the following link http://www.jaypeeinfratech. com/policies/Policyon-Related-Party-Transactions.pdf. Since commencement of CIRP such transactions, if any, were being carried out in accordance with Insolvency Code.

Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-III to this report.

The disclosure of transactions with related parties, if any, as required under Indian Accounting Standard (Ind AS) 24, is set out in Note No. 44 of the accompanying Standalone Financial Statements.

18. RISK MANAGEMENT

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Risks are analyzed and corrective actions are taken for managing/mitigating them. Major risks identified were systematically discussed at the meeting of the CoC/IMC of the Company. In line with the regulatory requirements, the Company has in place the Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

19. VIGIL MECHANISM

The Company has in place Whistle Blower (Vigil) Mechanism for its Directors and Employees to report instances of any genuine concerns/grievances about any suspected or actual misconduct/ malpractice/ fraud/ unethical behavior without fear of intimidation or retaliation. The Policy on Whistle Blower (Vigil) Mechanism may be accessed on the Company's website at www.jaypeeinfratech.com.

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company's internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The compliance of checks and balances is ensured by the Internal Auditor and Statutory Auditors of the Company. The Board had also adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of the reliable financial disclosures. During the year under report, the Company has, in all material respects, an adequate internal financial control system over financial reporting and the same are operating effectively.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR )

The Company had constituted CSR Committee, brief details whereof are provided in the Report on Corporate Governance. The Company has also framed a CSR Policy, as recommended by the CSR Committee and approved by the erstwhile Board of Directors of the Company. The said CSR Policy is available on the Company's website at www.jaypeeinfratech.com. Further, the CSR activities as mentioned in the Company's CSR Policy are carried out under the guidance of the said Committee/RP/IRP

The Company was not required to spend any amount on the bases of the average net profits during the three immediately preceding financial years, on the Company's CSR activities during the Financial Year 2020-21. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

*As per agreements with respective banks/financial institutions subject to ongoing appeal filed by successful Resolution Applicant with Hon'ble NCLAT (Refer Note No. 16 of the standalone financial statements.).

Details of overdue principal repayments of borrowings amounting to Rs. 2,11,925.26 Lacs reflected in Note no. 21 to the standalone financial statements which were outstanding as at 31st March, 2021 are given below:

*As per agreements with respective banks/financial institutions subject to ongoing appeal filed by successful Resolution Applicant with Hon'ble NCLAT (Refer Note No. 16 of the standalone financial statements.).

Company’s Reply

The Company, has been undergoing Corporate Insolvency Resolution Process (“CIRP”) since 09.08.2017 in terms of the provisions of the Insolvency & Bankruptcy Code, 2016 (“Insolvency Code”) vide order dated 09.08.2017 and 14.08.2018 passed by the Hon'ble National Company Law Tribunal (“NCLT”) Allahabad read with order dated 09.08.2018 passed by the Hon'ble Supreme Court of India in Writ Petition (Civil) No. 744/2017 and order dated 06.11.2019 passed by the Hon'ble Supreme Court of India in the matter of Jaiprakash Associates Ltd. & Anr. Vs. IDBI Bank Ltd. & Anr. (Civil Appeal bearing Diary No 27229 of 2019 and Civil Appeal No 6486 of 2019).

The Hon'ble Supreme Court in the Civil Appeal Diary No(s). 14741/2020 between Jaypee Kensington Boulevard Apartments Welfare Association & Ors. Vs NBCC (India) Ltd & Ors. vide its order dated 06.08.2020 transferred all the pending appeals/cases with NCLAT to itself. In the meantime, Hon'ble Supreme Court directed the IRP to manage the affairs of Jaypee Infratech Limited. Further, the Hon'ble Supreme Court vide its judgment dated 24 March 2021 has directed the Interim Resolution Professional (IRP) to complete the CIRP within the extended time of 45 days from the date of this judgment by inviting modified/fresh resolution plans from by Suraksha Realty Limited along with Lakshdeep Investments and Finance Private Limited (“Suraksha Group”) and NBCC only, giving them time to submit the same within 2 weeks from the date of this judgment. It is made clear that the IRP shall not entertain any expression of interest by any other person nor shall be required to issue any new information memorandum.

Accordingly, The IRP invited fresh/ modified Resolution Plan from NBCC and Suraksha Group. Consequently, both applicants have submitted their bids on 07.04.2021. Upon discussion of said resolution plan in CoC from time to time,

both applicants have revised their bids. Subsequently, the CoC approved the Final Resolution Plan submitted by Suraksha Group dated June 7, 2021 (read with its addendum) on June 23, 2021 and has been submitted to the Hon'ble NCLT principal bench Delhi on 07.07.2021. Objections were filed by ICICI bank , Yamuna Expressway Industrial Development Authority, Jaiprakash Associates Limited and others against the approved Resolution Plan of Suraksha group with Hon'ble NCLT Principal bench Delhi. At present, the Matter is pending before Hon'ble NCLT Principal Bench Delhi for final adjudication.

The CoC also sought extension from Hon'ble Supreme Court till 07.07.2021 to complete the CIRP which was granted by Hon'ble Supreme Court vide its order dated 27.07.2021. The IRP is currently managing the operations of the JIL and accordingly, the financial results have been prepared on going concern basis.

The payment to the financial creditors (including lenders) is incumbent upon the final outcome of the CIRP

The remaining Notes to the financial statements are selfexplanatory and do not call for any further comments.

During the year under report, no fraud was reported by the Auditors under second proviso to Section 143 (12) of the Companies Act, 2013.

22.2 SECRETARIAL AUDITOR

Ms. Sunita Mathur, Practising Company Secretary, the Secretarial Auditor of the Company conducted the secretarial audit for the Financial Year ended 31st March, 2021, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year ended 31st March, 2021 is annexed as Annexure V to this Report.

The Secretarial Audit Report furnished by Ms. Sunita Mathur for the financial year ended 31st March, 2021 contains some observations that are self-explanatory and need no further comments. On other observations Company's reply under section 134(3)(f)(ii) of the Companies Act, 2013 is as under:

Observation: Review Petitions filed by State Bank of India and ors. and Axis Bank and ors. under Review Petition (Civil) Diary Nos. 13559/2020 and 13684/2020 have been dismissed by Hon'ble Supreme Court vide order dated 18th August, 2020 (uploaded on 20.08.2020).

18th August, 2020 order Intimation was made on 21/8/2020

Company Reply: The order was uploaded on the website of Hon'ble Supreme Court on 20.08.2020 and the same was disclosed to Stock Exchanges within stipulated time.

Observation: In accordance to LODR Regulation 30 (2) Events specified in Para A of Part A of Schedule III are deemed to be material events and listed entity shall make disclosure of such events. Further, Regulation 29 requires prior intimation of meeting of Board wherein proposals specified in the regulations are to be considered.

Hon'ble NCLAT vide its interim order dated April 22, 2020, directed that the Interim Resolution Professional may constitute ‘Interim Monitoring Committee' (IMC). Hence, in the case of company under CIRP the powers are vested in the IRP/CoC and in present case, IMC. Hence, prior / post meetings intimation / disclosure was required to be given to

No disclosure /Intimation of events were made except post intimation of IMC meeting of 30.04.2020 and 30.07.2020.

Company Reply: The Listing Regulations requires that the intimation of meetings of Committee of Creditors only is required to be given and accordingly, no disclosure of meeting of Interim Monitoring Committee was required to be given.

Observation: Intimation of Constitution of COC on 31st March, 2021 should have been made in compliance of Regulation 30 and Schedule III Part A, Clause A, sub-clause 16(e). However, the intimation was furnished on 8.04.2021

Company Reply: The list of Committee of Creditors as of cutoff date 31.03.2021 was filed with the Adjudicating authority on 07.04.2021 and in accordance with requirements of the Listing Regulations requires that the intimation was made to the Stock Exchanges on 08.04.2021.

Observation: National Stock Exchange of India Limited letter Ref. No. NSE/CM/Surveillance/10186 dated 9th December, 2020 has sought Clarification on Movement in price.

Company Reply: The Company clarified suitably.

Observation:

1. Company has not filed Quarterly Progress Report (QPR) module on UPRERA

2. UPRERA has issued Notices dated 09/02/2020 to all the 27 Projects registered under it to submit revised dates of completion for the project.

Company Reply: The Company replied to the government authorities and informed that the Resolution Plan is under consideration and accordingly the information shall be furnished on its approval/implementation.

Observation: Environment Clearance & Consent to Operate issued for Jaypee Greens Sports City, North (LFD-2) was valid till 11.10.2020. Company has not filed for extension.

Company Reply: The Company shall be filing the application once the Resolution Plan under consideration of Adjudicating Authority is approved/implemented.

22.3 SECRETARIAL STANDARDS

The Company remained under CIRP and no meeting of the Board of Directors was held during the year under report. Therefore the Secretarial Standards i.e. SS-1 and SS-2 relating to meeting of the Board of Directors and General Meetings, respectively have been followed by the company to the extent possible.

22.4 COST AUDIT AND COST AUDITORS

The Company has made and maintained the cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

M/s Jatin Sharma & Co., Cost Accountants (Firm Registration No. 101845), is the Cost Auditor of the Company to audit the cost records for the Financial Year 2020-21 as required under Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

23. FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013. As on 1st April, 2014, when new provisions of Companies Act, 2013 regulating the acceptance of deposits by the Company were introduced, the Company had 46,253 outstanding Fixed Deposits aggregating Rs.363.19 crores (excluding interest). Upto 31st March, 2021, the Company has settled 40,584 fixed deposits aggregating Rs.250.02 crores. Consequently, there were 5669 outstanding fixed deposits aggregating Rs.113.17 crores as on that date.

The Company was granted extensions of time for repayment of the existing fixed deposits, by the Hon'ble Company Law Board (CLB)/ National Company Law Tribunal (NCLT) vide its Orders passed from time to time and has made repayment of certain fixed deposits along with interest upto the date of maturity in compliance of the directions of Hon'ble NCLT

Further, it is mandatory for adjudicating authority to announce moratorium when commencing the Insolvency Resolution process under Section 14 of Insolvency Code prohibiting transferring, encumbering, alienating or disposing off by the Company any of its assets or any legal right or beneficial interest therein; any action to foreclose, recover or enforce any security interest created by the Company in respect of its property including any action under the SARFAESI Act, 2002. Accordingly, the Adjudicating Authority had announced the moratorium in its order dated August 9, 2017 and the same continues till the completion of CIRP

Consequent to prohibitions in place by virtue of moratorium u/s 14 of Insolvency Code as detailed above, preferential payment to a class of creditors is impermissible under the Code. This view was substantiated by Hon'ble Supreme Court in the above mentioned writ petition, while disallowing refund to some of the home-buyers who had opted for refund of amount paid for the purchase of home. Hon'ble NCLT on September 26, 2018 also took similar view in the petition CP No. 10/03/2015 of the company dealing with outstanding Fixed Deposits (whose holders are also Financial Creditor) and the same was disposed of accordingly. Consequent to the above, the Company did not make any payments to any class of creditors during the period under review.

During the CIRP period, the IRP had sent communication/ issued advertisements and interalia Fixed Deposit holders were requested to file their claim. The claims filed upto 06.12.2019 were part of the Resolution Plan of NBCC (India) Limited

The Hon'ble NCLT, Principal Bench vide its order dated 3rd March, 2020 directed that FD holders, who have not made claims which have been reflected in the records of the Corporate Debtor, the Resolution Plan Applicant shall make a provision to clear their dues as and when the unclaimed FD holder claims it, and this right will remain in force as long as they are entitled to claim under Companies Act 2013. The NBCC (India) Limited had inter-alia filed an appeal against the NCLT order with the Hon'ble NCLAT.

The matter was transferred to the Hon'ble Supreme Court and in

its Order dated March 24, 2021, it has interalia directed:

“225.3. It is made clear that the IRP shall not entertain any expression of interest by any other person nor shall be required to issue any new information memorandum. The said resolution applicants shall be expected to proceed on the basis of the information memorandum already issued by IRP and shall also take into account the facts noticed and findings recorded in this judgment.”

Accordingly, accepting any new claims received after December 6, 2019 would lead to updating of information memorandum which is clearly prohibited in terms of the above direction.

The CoC has approved the Final Resolution Plan read with its addendum submitted by Suraksha on June 23, 2021 and all claims received post December 6, 2019 have not been incorporated in the Committee of Creditors (“CoC") and are/ were forwarded to Suraksha.

Further the CoC approved resolution plan of Suraksha states that against the Claims filed subsequent to IM however prior to NCLT Approval Date, an amount of Rs.

9.16 Crore shall be paid to Fixed Depositors, on pro-rata basis as full and final settlement of all the claims of Fixed Deposit holders.

The list of claims which were not forming part of the CoC constituted as on December 6, 2019 and have been received post December 6, 2019 are being forwarded to Suraksha from time to time and are also available on the website of the Company www.jaypeeinfratech.com.

The Final Resolution plan (read with its addendum) of Suraksha has proposed that claims which have not been received till the date of approval of the Resolution Plan by the Hon'ble NCLT, such claims shall stand abated, extinguished and settled in perpetuity without any claim whatsoever.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is annexed as Annexure VI to this Report.

25. ANNUAL RETURN

The Company has placed Annual Returns in terms of Section 92(3) of the Companies Act, 2013 at www.jaypeeinfratech.com/ sebi.html

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of remuneration to be disclosed by listed companies, in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure VII-A, which forms part of this Annual Report.

b) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with

Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure VII-B, which forms part of this Annual Report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under report, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy and Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under report, the Company has not received any complaint.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments which adversely affected the financial position of the Company after the end of Financial Year to the date of report except the Hon'ble NCLT/NCLAT/Hon'ble Supreme Court order(s) related to matters under CIRP

30. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to the Management's Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Though the expectations are based on reasonable assumptions, the actual results may differ.

31. ACKNOWLEDGEMENT

The Company places on record its sincere appreciation and gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, Customers and Vendors during the year under report. Your Company also wishes to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For Jaypee Infratech Limited

Place: Noida Anuj Jain

Dated: 19th November, 2021 Interim Resolution Professional

IP Registration No. IBBI/IPA-001/ IP-P00142/2017-18/10306