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EQUITY - MARKET SCREENER

AJR Infra & Tolling Ltd
Industry :  Engineering - Turnkey Services
BSE Code
ISIN Demat
Book Value()
532959
INE181G01025
-10.3800676
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
AJRINFRA
0
64.04
EPS(TTM)
Face Value()
Div & Yield %
0
2
0
 

As on: Feb 29, 2024 09:16 PM

To,

The Shareholders of

AJR INFRA AND TOLLING LIMITED

(formerly Gammon Infrastructure Projects Limited)

Your Directors have pleasure in submitting their 22nd Annual Report together with the Audited Financial Statements of the Company, for the financial year ended March 31, 2023 ("Financial Year").

Financial Highlights

The financial highlights of the Company on stand-alone and consolidated basis for the Financial Year are as under:

Standalone Consolidated
Particulars Financial Year ended March 31, 2023 Financial Year ended March 31, 2022 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Income 1341.15 2676.75 13,288.98 20,218.90
Earnings before Interest, Tax, Depreciation and Amortization (1,27,876.92) (55,621.82) 3,182.48 8,250.74
Financial Costs 774.44 6.94 28,092.45 26,131.94
Depreciation and Amortization 2.68 5.23 5,057.08 7144.67
Tax Expenses 62.75 53.18 373.87 599.96
Minority Interest & Share of Profit of Associates NA N.A. 3956.04 (3,409.36)
Net Profit after Tax / (Loss) (1,27,939.67) (55,675.00) (1,60,500.50) (95,744.70)

Dividend & Reserves

The Board expressed its inability to recommend any dividend for the Financial Year in view of the liquidity constraints. Hence, no amount has been transferred to any reserve.

Company's Business

Your Company, in consortium with Gammon Engineers And Contractors Private Limited ("GECPL"), is constructing a road project in the State of Odisha on Engineering, Procurement and Construction ("EPC") mode from National Highways Authority of India ("NHAI") under the EPC agreement dated 3rd January, 2019. Subsequent, to signing of Supplementary Agreement dated 29th January, 2020, the Appointed Date was declared as 11th February, 2020.

The Company has fully mobilized and commenced the construction works at project site. The Company has achieved 67.08% of financial progress as on 31st March 2023.

In addition to the above, the Company has 3 (Three) projects in the Road Sector, 2 (two) in the Port Sector, 4 (four) in the Power Sector and 1 (one) project in real estate sector, which are at various stages of construction, under development and / or operation & maintenance through project specific Special Purpose Vehicles ("SPVs").

Out of the 4 (four) road projects and 4 (four) power projects, 2 (two) operational projects in road sector viz., Patna Highway Projects Limited ('PHPL') & Rajahmundry Godavari Bridge Limited ('RGBL') and 1 (one) project in the power sector viz., Pravara Renewable Energy Limited ('PREL') were admitted to Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency And Bankruptcy Code, 2016 ("IBC") by the National Company Law Tribunal ("NCLT").

Out of the afore-mentioned projects under CIRP:

In the matter related to PHPL, Hon'ble NCLT had vide its order dated 10th May, 2022 dismissed the Company's application filed under Section 60(5) of Insolvency And Bankruptcy Code, 2016. The Company had filed two appeals before the Hon'ble NCLAT against the Hon'ble NCLT, Delhi's Order dated 10th May, 2022. One of the appeals being Appeal no. 920 was filed challenging the approval of the Resolution Plan of Silverpoint Luxembourg.

The second appeal being Appeal no. 922 was filed challenging the rejection of the Resolution Plan of the Company.

Appeal no. 920 was dismissed on 25th May, 2023 against which the Company has filed an appeal before the Hon'ble Supreme Court of India. Appeal no. 922 was dismissed on 20th October 2023 against which the Company is about to file an appeal before the Hon'ble Supreme Court of India.

On 3rd September, 2022, the Company had filed a complaint before Hon'ble Chief Metropolitan Magistrate Court, Dwarka South West, New Delhi under Section 200 of Code of Criminal Procedure against NHAI and the same was dismissed on 26th September, 2023 stating that the matter, being a civil matter, cannot be tried in a criminal court.

The Company had also filed a writ against the NHAI and various authorities before Hon'ble High Court of Patna.

On 24th September, 2022, the Company had filed a FIR at Entally Police Station, Kolkata against Mr. Sutanu Sinha, that the Resolution Professional had forged signatures against which the Resolution Professional filed an application before the Hon'ble Calcutta High Court to quash the FIR. in the matter related to RGBL, the Hon'ble NCLT had vide its order dated 10th August, 2022, dismissed the Company's interlocutory application filed under Section 12A of Insolvency And Bankruptcy Code, 2016. The Company had filed an appeal. The Company had withdrawn its Interim Application filed before the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi ('NCLAT') against the Order dated 10th August, 2022 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench dismissing the Company's interlocutory application filed under Section 12A of Insolvency And Bankruptcy Code, 2016. Consequent to the withdrawal of the Interim Application by the Company, the entire ownership of RGBL stands transferred to the new purchaser as approved by the Committee of Creditors of RGBL and hence RGBL ceased to be a subsidiary of the Company. in the matter related to PREL, the Hon'ble NCLT, Mumbai bench had vide its order dated 6th January, 2023, admitted PREL for Corporate Insolvency Resolution Process and appointed Mr. Sandeep Jawaharlal Singhal as an Interim Resolution Professional. PREL subsequently filed an appeal with Hon'ble National Company Law Appellate Tribunal ('NCLAT') against the aforesaid impugned order. The Hon'ble NCLAT was pleased to grant an interim stay vide its order dated 3rd February, 2023 which has been further extended upto 1st November, 2023.

Sikkim Hydro Power Ventures Limited: The Board of Directors of the Company at its meeting held on 1st September, 2022 approved the Share Purchase Agreement ('SPA') to be executed between the Company, Sikkim Hydro Power Ventures Limited ("SHPVL") and Statkraft IH Holding AS having office in Oslo, Norway for sale and transfer of the 100% equity shareholding held by the Company in SHPVL to Statkraft for a total consideration of ?90 Crores (including repayment of the liabilities of SHPVL);

Ras Cities And Townships Private Limited: Ras Cities And Townships Private Limited, a wholly-owned subsidiary ('RCTPL') of Gammon Projects Developers Limited, a wholly-owned subsidiary of the Company entered into a Memorandum of Understanding dated 13th May, 2022 with the promoters of Sony Mony Developers Private Limited ('SMDPL') for acquiring 10,000 equity shares of 10/- each of SMDPL being 100% of total paid-up capital of SMDPL. The said transfer of 10,000 equity shares of SMDPL to RCTPL was completed on 9th June, 2022.

SMDPL is in the business of acquiring property, real estate by way of purchase, lease or otherwise and to develop property, real estate and to turn to account such property, real estate by way of sale, lease, renting out or otherwise.

The Future

In the infrastructure sector, as with many industry peers, your Company has encountered resource challenges in recent years. There exists a significant disparity between the Company's internal accruals and the capital investment demands for both ongoing and upcoming projects, as well as revenue expenditures.

The unfavourable market conditions and the profound impacts of the global headwinds have reverberated through economies and businesses, India included.

However, in response to these challenges, the Company is actively pursuing the realization of its receivables from entities like National Highways Authority of India and other public sector authorities. Additionally, with the resolution of specific contractual obligations related to delayed projects, we anticipate the release of previously encumbered resources, which will steer the Company back into the mainstream.

Your Company is diligently implementing measures to optimize use of available resources, to ensure that the Company overcomes its challenges.

While we acknowledge the hurdles we have faced, we maintain a forward-looking stance. In the forthcoming year, we are optimistic about rejuvenating the Company's financial health, bridging resource gaps, and leveraging new opportunities with the opening of infrastructure sector in the country.

Our unwavering commitment to adapt, innovate, and seize emerging prospects will serve as the cornerstone of our future endeavours. The resilience and collective dedication of our team, combined with our strategic vision, are poised to guide us towards a prosperous and sustainable future.

As the infrastructure landscape evolves, your Company with its vast experience will continue to be a trailblazer, contributing to the nation's connectivity, convenience, and sustainable development. Our pursuit of excellence under all situations remains the driving force propelling us toward new horizons of success.

Share Capital Of The Company

There has been no change in the share capital of the Company during the Financial Year. The paid up share capital of the Company stood at ' 188.36 Crores as at 31st March, 2023 comprising of 941,830,724 equity shares of ' 2/- each fully paid up.

Internal Control Systems And Their Adequacy

Your Company's internal control systems with reference to Financial Statements commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business.

Internal Audit

M/s. Bagaria & Co. LLP, Chartered Accountants, Mumbai are the internal auditors of the Company.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and reports the same on quarterly basis to the Audit Committee.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the operating management, and after due enquiry, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the losses of the Company for the period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls operated effectively during the Financial Year and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Board Of Directors And Key Managerial Personnel

Board of Directors

The Directors express their profound sorrow on sudden and untimely demise of Mr. Chayan Bhattacharjee on 30th August, 2023 and place on record their deep sense of appreciation for the invaluable services rendered by him during his tenure as a Non-Executive Director as well as Whole-Time Director of the Company. Mr. Chayan Bhattacharjee had resigned as Non-Executive Director of the Company w.e.f. 26th July 2022.

Mr. Mineel Mali has been re-appointed as a Whole- Time Director of the Company for a period of three years with effect from 1st April, 2022 and the shareholders of the Company at its Extraordinary General Meeting held on 28th April, 2022 approved his re-appointment.

Mr. Subhrarabinda Birabar has been appointed as additional director w.e.f. 26th November, 2022 in the category of Non-Executive Non-Independent Director and the shareholders of the Company at its Annual General Meeting held on 29th December, 2022 approved his appointment.

Mr. Mahendra Kumar Agrawala was reappointed as an additional director w. e. f. 31st October 2023 in the category of an independent director, consequent to the expiry of his tenure of 5 years as an Independent Director effective from 30th October 2023.

Mr. Jaysingh Ashar had resigned as Non-Executive Director of the Company w.e.f. 26th November, 2022.

The Board took on record its appreciation for the valuable services rendered by Mr. Jaysingh Ashar during his tenure as a Non-Executive Director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mineel Mali is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.

Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013, confirming that they meet with the criteria of Independence as prescribed for Independent Directors under Section 149(6) of the Act and Regulation 16(b) of the Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, (hereinafter "SEBI Listing Regulations")

Key Managerial Personnel

Mr. Mineel Mali has been re-appointed as a Whole- Time Director of the Company for a period of three years with effect from 1st April, 2022 and the shareholders of the Company at its Extraordinary General Meeting held on 28th April, 2022 approved his re-appointment.

In terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mineel Mali, Whole-Time Director; Mr. Vinay Sharma, Chief Financial Officer and Mr. Kaushal Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Remuneration Policy and Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management. The Remuneration Policy is stated in the Corporate Governance Report.

Performance evaluation of the Board was carried out during the Financial Year. The details about the same are given in the Corporate Governance Report.

Familiarisation programmes for the Independent Directors

The details about the familiarization programmes for the Independent Directors is given in the Corporate Governance Report.

Board Meetings

The Board met four times during the Financial Year and the details of the meetings attended by Directors at the meetings are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

Employee Stock Option Scheme

The exercise period as per the GIPL Employee 3 Stock Options Scheme-2013 ('Scheme') is completed and the Scheme is closed.

Deposits

During the Financial Year, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014.

Particulars Of Loans, Guarantees, Investments And Securities

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 are given under Notes to Accounts of financial statements.

Contracts Or Arrangements With Related Parties

All related party transactions entered by the Company during the financial year were in the ordinary course of business and on arm's length basis. Details of material related party transactions are given in the prescribed Form AOC - 2 which is appended to this report as Annexure 1.

The policy on Materiality of Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Web link https://airinfra.in/sec info pdf/ PolicyonRelatedPartyTransactions2021.pdf

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

In view of the nature of business activities currently being carried out by the Company, your Directors have nothing to report with respect to Conservation of Energy and Technology Absorption as required under Section

134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014.

Foreign exchange outgo (actual outflows): Nil Foreign exchange earned (actual inflows): Nil

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The list of subsidiaries, ioint ventures and associate companies of the Company are given in Form MGT-7 (Annual Return), which is uploaded on the Company's website and can be accessed at the weblink https:// www.airinfra.in/AnnualReturns.html

Vizag Seaport Private Limited ('VSPL'), an associate of the Company offers its customers the berthing and handling facilities up to Baby Cape Size Vessels arriving with a draft of -14.5 m. While the commercial operations commenced in July 2004, VSPL has been handling about 7 MTPA at present. During the FY 2022-23, VSPL handled 7.62 Million Tonnes (for FY 2021-22 - 6.57 Million Tonnes) earning revenue of ' 25,578.51 lakhs.

Indira Container Terminal Private Limited ('ICTPL'), a subsidiary of the Company is a Special Purpose Vehicle promoted by the Company, Gammon India Limited and Noatum Ports Sociedad Limitada Unipersonal SLU, formerly known as Dragados SPL, Spain for construction and development of an Offshore Container Terminal on build, operate and transfer (BOT) basis in the Mumbai Harbor and to carry out container operations from the existing Ballard Pier Station Container Terminal (BPS) of Mumbai Port Trust. During the Financial Year 2022- 23, ICTPL had handled 100 RORO vessels and 39 Steel vessels with 95,466 vehicle units earning revenue of ?53.17 Crores. During the previous Financial Year 2021-22, ICTPL had handled 103 RORO vessels, 17 Steel vessels and 1 Passenger vessel with 120,008 vehicle units earning revenue of ?48.27 Crores.

Sidhi Singrauli Road Project Limited ('SSRPL'), a wholly- owned subsidiary of the Company for designing, construction, finance and maintenance of a 102.6 kms long, four-lane dual carriageway on NH-75E, which includes the construction of new bypasses of Kauchwahi, Behri, Karthua, Bargawa and Gorbi and re-alignment of certain stretches and is located in the State of Madhya Pradesh. SSRPL was facing various issues like land acquisition, Forest and Environmental Clearances, approval to GADs etc. since start of the project. The construction activity was halted due to lack of finance since October, 2018. The Company had attempted to obtain finance to complete the SSRPL Project despite of minimal support from Madhya Pradesh Road Development Corporation ('MPRDC') in resolving various issues aroused due to non-fulfilment of MPRDC's Conditions Precedent. Ultimately, the MPRDC had terminated the SSRPL Project on 13th August, 2020. SSRPL received a letter from Punjab National Bank, Lead Bank ('PNB') of the consortium of banks for the one-time settlement ('OTS') of the debts of SSRPL at ?275 Crores. SSRPL is pursuing arbitration proceedings against MPRDC and Ministry of Road Transport and Highways in order to determine the party liable for settlement of the afore-mentioned OTS with the PNB.

Patna Highway Projects Limited, an erstwhile wholly- owned material subsidiary of the Company has been admitted for Corporate Insolvency Resolution Process by Hon'ble National Company Law Tribunal, New Delhi Principal Bench under section 9 of Insolvency And Bankruptcy Code 2016 ('IBC'). The Hon'ble NCLT had vide its order dated 10th May, 2022 dismissed the Company's application filed under Section 60(5) of Insolvency And Bankruptcy Code, 2016. The Company had filed two appeals before the Hon'ble NCLAT against the Hon'ble NCLT, Delhi's Order dated 10th May, 2022. One of the appeals being Appeal no. 920 was filed challenging the approval of the Resolution Plan of Silverpoint Luxembourg. The second appeal being Appeal no. 922 was filed challenging the rejection of the Resolution Plan of the Company.

Appeal no. 920 was dismissed on 25th May, 2023 against which the Company has filed an appeal before the Hon'ble Supreme Court of India. Appeal no. 922 was dismissed on 20th October 2023 against which the Company is about to file an appeal before the Hon'ble Supreme Court of India.

On 3rd September, 2022, the Company had filed a complaint before Hon'ble Chief Metropolitan Magistrate Court, Dwarka South West, New Delhi under Section 200 of Code of Criminal Procedure against NHAI and the same was dismissed on 26th September, 2023 stating that the matter, being a civil matter, cannot be tried in a criminal court. The Company had also filed a writ against the NHAI and various authorities before Hon'ble High Court of Patna.

On 24th September, 2022, the Company had filed a FIR at Entally Police Station, Kolkata against Mr. Sutanu Sinha, that the Resolution Professional had forged signatures against which the Resolution Professional filed an application before the Hon'ble Calcutta High Court to quash the FIR.

Rajahmundry Godavari Bridge Limited (RGBL), an erstwhile subsidiary of the Company, had been admitted for Corporate Insolvency Resolution Process by Hon'ble National Company Law Tribunal, Mumbai Bench under section 7 of IBC. The Hon'ble NCLT has vide its order dated 10th August, 2022 dismissed the Company's interlocutory application filed under Section 12A of Insolvency And Bankruptcy Code, 2016. The Company had filed an appeal against the said order passed by the Hon'ble NCLT. Later on, the Company withdrew its Interim Application filed before the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi ('NCLAT') against the Order dated 10th August, 2022 passed by the Hon'ble NCLT. Consequent to the withdrawal of the Interim Application by the Company, the entire ownership of RGBL stands transferred to the new purchaser as approved by the Committee of Creditors of RGBL and hence RGBL ceases to be a subsidiary of the Company.

Sikkim Hydro Power Ventures Limited ('SHPVL') is the Special Purpose Vehicle incorporated for developing Rangit II Hydroelectric Power Project in Sikkim on BOOT basis ('SHPVL Project'). SHPVL Project involves the development of a 66 MW run-of-the-river Hydroelectric Power Project on Rimbi River, a tributary of River Rangit.

The Hon'ble NCLT had vide order dated 3rd June, 2022 terminated the Corporate Insolvency Resolution Process and allowed ex-management to take up the management of SHPVL. Consequently, the Board of Directors of SHPVL has taken up the management of SHPVL. The Board of Directors of the Company at its meeting held on 1st September, 2022 approved the Share Purchase Agreement to be executed between the Company, SHPVL and Statkraft IH Holding AS having office in Oslo, Norway for sale and transfer of the 100% equity shareholding held by the Company in SHPVL to Statkraft for a total consideration of ?90 Crores (including repayment of the liabilities of SHPVL).

Ras Cities And Townships Private Limited, a wholly- owned subsidiary ('RCTPL') of Gammon Projects Developers Limited, a wholly-owned subsidiary of the Company entered into a Memorandum of Understanding dated 13th May, 2022 with the promoters of Sony Mony Developers Private Limited ('SMDPL') for acquiring 10,000 equity shares of '10/- each of SMDPL being 100% of total paid-up capital of SMDPL. The said transfer of 10,000 equity shares of SMDPL to RCTPL was completed on 9th June, 2022.

Board Committees

At present, the Board has the following committees to assist in its work:

i. Audit Committee to, inter-alia, oversee and review the financial reporting system and disclosures made in its financial results;

ii. Stakeholders' Relationship Committee to, inter-alia, redress investor complaints;

iii. Nomination & Remuneration Committee to, inter- alia, approve appointments and remuneration of executive directors and lay down nomination and remuneration policies of the Company;

iv. Compensation Committee to administer 'employee stock option schemes';

v. Business Review Committee to review business, projects and opportunities that arise from time to time;

vi. Corporate Social Responsibility Committee to formulate and implement a 'corporate social responsibility policy' for the Company and

vii. Risk Management Committee to monitor and review the risk management plan of the Company.

The constitution of various committees, its powers, duties and meetings during the Financial Year have been elaborated in detail in the 'Corporate Governance Report'.

Transfer To Investor Education And Protection Fund

Your Company does not have any amount / shares due to be transferred to Investor Education and Protection Fund.

Vigil Mechanism / Whistle Blower

In terms of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Board along with whistle blower policy. The whistle blower policy have been uploaded on the website of the Company and the same can be accessed at the web link https://airinfra.in/sec info pdf/Whistle Blower Policy. pdf

Corporate Social Responsibility (CSR)

Since there is no average net profit for the Company for the previous three financial years, no specific funds are required to be set aside and spent towards the Corporate Social Responsibility of the Company during the Financial Year. The Company is yet to formulate the CSR Policy.

Annual Return

In accordance with the Companies Act, 2013, Annual Return in Form MGT-7 is uploaded on the Company's website and can be accessed at the weblink https:// www.airinfra.in/AnnualReturns.html

Report On Corporate Governance

In terms of Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of Practice Number 4334) is attached and forms integral part of this Report (herein referred to "Corporate Governance Report").

Management Discussion And Analysis Report

Attention of the members is invited to a separate section titled 'Management Discussion and Analysis Report' which is covered in this Annual Report.

Secretarial Standards

The Company complies with all applicable Secretarial Standards.

Reporting Of Frauds By Auditors

During the Financial Year, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

Statutory Auditors

M/s. Natvarlal Vepari & Co., Chartered Accountants (FRN: 106971W W), the Statutory Auditors of the Company, holds office until the conclusion of the 26th Annual General Meeting ("AGM").

Statutory Auditors' Report

The Statutory Auditors have qualified their opinion in their Independent Auditors Report as follows:

Basis for Qualified Opinion

a) Attention is invited to Note 27 (a) of the Financial Statement, relating to the Project in the SPV;

Indira Container Terminal Pvt Ltd. There exists material uncertainty relating to the future of the Project where the exposure of the Company in the SPV/project is ' 13,249.48 lacs (funded and non- funded). The draft settlement agreement between the SPV, Ministry of Shipping (MoS), Mumbai Port Trust (MbPT) has been rejected by MbPT. The Company and the SPV are in discussion with MbPT and MoS to reconsider the Project. The credit facility is marked as NPA by the Lenders. The SPV and MbPT have initiated arbitration proceedings which are in progress. The MBPT has requested for conciliation proceedings which are also under active discussions. Also, the lead Bank has approached NCLT Mumbai Bench against its outstanding dues and submitted its application under Insolvency and Bankruptcy Code, 2016. After seeking extension, the SPV has filed its reply and the matter is listed for the next hearing on November 7, 2023. Pending conclusion of matters of material uncertainty related to the Project, decision of the OTS by the lenders not being concluded and the outcome of NCLT matter, we are unable to comment whether any provision is required towards possible impairment towards the said exposure.

b) Attention is invited to Note 30 (a) of the Statement in respect of PHPL where the CIRP proceedings had been initiated. NCLT has approved the resolution plan vide order dated May 10,2022 submitted by Resolution Professional and as per the NCLT Order no surplus is available to the Company. The Company has filed an appeal in NCLAT against the NCLT order and expects favourable outcome on the matter. Pending the outcome, no impairment has been done by the Management against the funded exposure. On accounts of the facts stated above and in Note 3(a), there is possible impairment towards the exposure of the company in the SPV of ' 1,40,318.70 lacs unless the Management receives a favourable order in its appeal before the NCLAT.

c) Attention is invited to Note 27 (f) of the Financial Statement, relating to power project where the operation of the project is under constraints as detailed in the note. The SPV has also invoked the arbitration against the Karkhana and the Karkhana has approached Debt Recovery Tribunal (DRT).

Based on the submission of Karkhana that the Plant was possessed and run by Karkhana, the tribunal ordered to maintain status quo. The Company is in the process of filling its response at DRT. Also, the SPV's credit facilities are marked as Non- Performing Assets. Pending the outcome of the legal proceedings and in the absence of resolution of financial and operational constraint under the project, we are unable to comment whether any provision is required towards possible impairment towards the exposure of the project. The Audit Report of SPV contains disclaimer of opinion for illegal occupancy of the factory by Karkhana and that the access to facility and records and transactions for the period from January 1, 2022 to March 31, 2023 are not available with the Company. The Company on a prudent basis has provided for the entire funded exposure amounting to ' 10,700.04 lacs. Total non-funded exposure outstanding as at March 31, 2023 is ' 19,167.00 lacs.

d) We invite attention to Note 29 of the Financial Statement, wherein during the earlier year, Western Coalfields Limited (WCF) had encashed Bank Guarantee amounting ' 1,514.01 lacs given in favour of Aparna Infraenergy India Private Limited (one of the SPV's sold to BIF India Holding Pte Ltd on February 29, 2016). Subsequent to encashment the Company has filed an application for converting earlier injunction application to suit for recovery of damages. The Management is hopeful of getting favourable decision on the matter and recovery of damages based on legal advice on the matter. Pending the outcome, the Company has shown guarantee encashment amount as receivable from Western Coal Fields.

Clarification for the afore-mentioned qualified opinions by the Statutory Auditors in their Report are provided in detail in Operational Overview of Management & Discussion Analysis forming part of the Annual Report of the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations,

Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of Practice Number: 4334) was appointed to undertake the Secretarial Audit of the Company.

In terms of Regulation 24A of SEBI Listing Regulations and provisions of Section 204 of the Companies Act, 2013 the Secretarial Audit Report in Form no. MR-3 has been annexed to this Board Report as Annexure 2.

Observations made by the Secretarial Auditor in their Report are self-explanatory.

Particulars Of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure 3.

During the Financial Year, none of the employees are in receipt of remuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

Information Under The Sexual Harrassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

Consequent to change in personnel of the Company and its subsidiaries, the Board had re-constituted Internal Complaints Committee ('Committee') w.e.f. 1st September, 2022. The Committee now comprises of Ms. Charushila Choche as Chairperson, Mr. Ravindra Desai, Mr. S. Lakshmayyah and Ms. Akansha Rathi,

Company Secretary in Practice and Insolvency Professional as the members of the Committee.

During the Financial Year, no complaint was filed before the Internal Complaints Committee.

Material Changes And Commitments Affecting The Financial Position Of The Company Between The End Of The Financial Year And The Date Of The Report

There were no material changes and commitments after the closure of the year till the date of this report, which affect the financial position of the Company.

Significant And Material Orders Passed By The Regulators / Courts / Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals till the date of this report which impacts the going concern status and Company's operations in future.

Acknowledgements

The Board wishes to place on record their appreciation for the support received by the Company from its shareholders and employees. The Directors also wish to acknowledge the co-operation and assistance received by the Company from its business partners, bankers, financial institutions and various Governments, Semi Government and Local Authorities.

For and on behalf of the Board of,
AJR INFRA AND TOLLING LIMITED
(formerly Gammon Infrastructure Projects Limited)
Mineel Mali
Whole-Time Director
DIN: 06641595
Subhrarabinda Birabar
Director
DIN: 03249632
Mumbai,
Dated: October 30, 2023