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Directors Report of J Kumar Infraprojects Ltd.
Mar 31, 2025
Your Board of Directors is pleased to present the 26th (Twenty-Sixth) Annual Report of J. Kumar Infraprojects Limited ("your Company"/
"JKIL") along with the Audited Financial Statements for the Financial Year ended March 31, 2025.
A brief summary of your Company''s financials during the year ended March 31, 2025 is given below:
1. STANDALONE & CONSOLIDATED FINANCIAL RESULTS:
|
Particulars |
For the Financial |
For the Financial |
|
Revenue from operations |
5,693.49 |
4,879.21 |
|
Other income |
33.00 |
28.40 |
|
Total Revenue |
5,726.49 |
4,907.61 |
|
Profit before Interest, Depreciation, Exceptional Items and Tax |
859.40 |
732.47 |
|
Less: Finance Cost |
155,09 |
123.88 |
|
Profit before Depreciation, Exceptional Items and Tax |
704.31 |
608.59 |
|
Less: Depreciation and Amortization Expense |
168,83 |
168.01 |
|
Profit Before Tax |
535.48 |
440.58 |
|
Provision for Tax (Including earlier Year Taxation) |
145.03 |
111.99 |
|
Profit After Tax |
390.45 |
328.59 |
|
Share in profit after tax of an associate |
0.76 |
2.18 |
|
Net profit after tax and share in profit of joint associates |
391.21 |
330.77 |
|
Other comprehensive income for the year |
2.66 |
0.08 |
|
Total comprehensive income for the year |
393.86 |
330.85 |
|
Paid up Capital |
37.83 |
37.83 |
Note:
1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of
the financial year and the date of this report.
2. Previous year''s figures have been regrouped/rearranged wherever considered necessary.
3. There has been no change in the nature of business of your Company
Some of the key highlights of the year were:
Performance:
⢠Record revenue from operations of '' 5,693.49 crore
⢠EBITDA of '' 826.40 crore
⢠Profit after tax of '' 390.45 crore
The key aspects of your Company''s operational performance during the FY 25 are as follows:
⢠Contracts awarded worth '' 4,700 crore in FY 25
⢠Gross debt equity ratio within comfort level at 0.23 as on Mar 31,2025
⢠Net debt equity ratio at (0.08) as on Mar 31,2025
⢠Rated ICRA A / Positive for Fund based and Non Fund based limits
⢠Consistent Increase in Revenue & Order Book with a CAGR of 17% (2008 - 2025)
Key Order Wins- FY 25
⢠Elevated road in Thane city from Anand Nagar to Saket on eastern express Highway - 1,848 crore
⢠Mula river Wakad bypass to Sangvi bridge from M/s. Pune Municipal Corporation - 298 crore
⢠Development of Hari Nagar Colony of Delhi Transport Corporation (DTC) - 521 crore
⢠Silicon City Phase-IV Group housing - 910 crore
⢠Borivali-Virar Stations of Western Railway Under Mumbai Urban Transport Project (MUTP)- Phase IIIA - 102 crore
⢠Design and Construction of Coastal Road from Jalmarg Sector-16, Kharghar to PMAY Housing scheme near Kharghar Railway Station - 1,021 crore
The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which
forms part of this Annual Report.
2. REVIEW OF OPERATIONS OF YOUR COMPANY:
Your Company is a pure play EPC Company having a niche
in construction of Urban Infra Projects including Metros,
Flyover, Bridges etc. It is renowned for undertaking design
and construction projects on a turnkey basis meeting their
clients'' requirements. JKIL is focused on EPC projects, having
strong foothold in various sectors like Urban Infrastructure,
Transportation Engineering, Piling & Civil Construction etc.
During the year under review, your Company has received
new contracts of approximately '' 4,700 crore (excluding
GST). As of March 31, 2025, the aggregate value of orders
on hand stands at '' 22,238 crore.
3. SUBSIDIARY, ASSOCIATE / JOINT VENTURE
COMPANIES:
Your Company has 26 joint operations, one Associate
Company and one Subsidiary Company, refer to Note No. 33
to the Audited Financial Statements in this Annual Report.
During the year 2023-2024, the National Company Law
Tribunal vide its order dated January 16, 2024 had approved
the Resolution Plan of Your Company in acquiring Pranav
Construction Systems Private Limited, a Company under
the Corporate Insolvency Resolution Process (CIRP). The
approved Resolution Plan provided an option to implement
the Resolution Plan through a Special Purpose Vehicle.
Accordingly, Your Company had entered into a Share
Purchase cum Share Holders'' Agreement (Agreement)
with Odette Engineers Private Limited on March 13, 2024
to acquire and hold 85% of the equity share capital of
Odette Limited in order to implement the duly approved
Resolution Plan.
However, while the Agreement was duly executed and
therefrom, the duly approved Resolution Plan was also
implemented through Odette Engineers Private Limited,
as per the terms of the Agreement, the implementation
of the said Agreement, the implement of the said
Agreement was subject to the outcome of the Appeal filed
by Revive Realty Limited, wherein it had challenged the
Resolution Plan before the Hon''ble National Company Law
Appellate Tribunal.
However, due to the lapse of considerable time without
any outcome, after due consideration, the parties mutually
decided to implement the terms of the Agreement. As on
date, Your Company is holding 85% of the equity share
capital of Odette Engineers Private Limited.
The Company will provide the Financial Statements of
the Subsidiary Company and the related information to
any member of the Company who may be interested
in obtaining the same. The financial statements of the
Subsidiary Company will also be available for inspection in
electronic mode. Members who wish to inspect the same
are requested to write to the Company by sending an
email to secretarial@jkumar.com. The Financial Statements
of subsidiary are also hosted on the website of the
Company at https://www.jkumar.com/storage/reportFile/
q4-quarterly&yearly-result-2024-2025.pdf
Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") your Company has prepared
Standalone and Consolidated Financial Statements of
your Company.
4. EARNINGS PER SHARE (EPS):
The Basic EPS of your Company stood at '' 51.70 for the
year ended March 31, 2025.
5. TRANSFER TO RESERVE:
The Board of Directors has decided to retain the entire
amount of profit in the profit and loss account. Accordingly,
your Company has not transferred any amount to the
reserves during the current financial year.
6. DIVIDEND:
Your Company has a consistent track record of
dividend payment.
Continuing with this trend and in line with the Dividend
Distribution Policy of your Company, your Directors are
pleased to recommend of '' 4/- (80%) per equity share
of '' 5/- each payable to those shareholders whose name
appear in the Register of Members as on the Book Closure
/ Record date for the financial year ended March 31, 2025
The dividend is subject to the approval of shareholders at
the ensuing Annual General Meeting (AGM). The total
outflow on account of equity dividend will be '' 30.27 crore
out of profits of your Company for the current year, vis a vis
'' 30.27 crore paid for FY 23-24. The dividend if approved by
the members at the forthcoming Annual General Meeting,
will be paid in compliance with applicable provisions of
the Act.
DIVIDEND DISTRIBUTION POLICY:
The dividend recommended is in accordance with your
Company''s Dividend Distribution Policy.
The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI Listing Regulations is available on your
Company''s website at https://www.ikumar.com/storage/
reportFile/policies/dividend-distribution-policv.pdf
7 TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND & UNCLAIMED DIVIDEND:
Your Company sends intimations to all shareholders whose
dividends are unclaimed so as to ensure that they receive
their rightful dues. Efforts are also made to co-ordinate
with the Registrar and Share Transfer Agents to locate the
shareholders who have not claimed their dues.
During the FY 24-25, your Company has transferred a
sum of '' 1,26,668 (Rupees One Lakh Twenty Six thousand
Six Hundred and Sixty-Eight only) to Investor Education &
Protection Fund ("IEPF") related to 2016-17, the amount
which was due and payable and remained unclaimed and
unpaid for a period of 7 (seven) years.
Further 1186 number of equity shares (corresponding
shares) pertaining to such unclaimed or unpaid dividend has
also been transferred to the IEPF Authority in compliance
with the provisions of Section 124 of the Act read with
Regulation 6 of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time.
Your Company has uploaded the details of unpaid and
unclaimed amounts lying with your Company as on
September 24, 2024 (date of Last Annual General Meeting)
on the website of your Company https://www.jkumar.com/
storage/reportFile/JKIL IEPF NOTICE LIST FIN DIV 1718.
jadf
I n pursuance of Regulation 39 read with Schedule VI of
the SEBI Listing Regulations, the details of shares lying
in unclaimed suspense account and unclaimed shares/
dividend transferred to Investor Education and Protection
Fund, are provided in the Report on Corporate Governance,
forming a part of the Annual Report.
8. SHARE CAPITAL:
During the year under review, there was no change in the
authorized and paid-up share capital of your Company.
The paid-up share capital as on March 31, 2025 was '' 37.83
crore. The Company has neither issued any shares nor has
granted stock options or sweat equity during the financial
year. As on March 31, 2025, 99.99 % of the total paid-up
capital of your Company stands in the dematerialized form.
9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
During the year under review, details of Loans, Guarantees
and Investments covered under the provisions of Section
186 of the Act read with Companies (Meetings of Board
and its Powers) Rules, 2014 as at March 31, 2025
The particulars of Loans, Guarantee and Investments made
during the year under review, are given in the notes forming
part of the financial statements in the note no. 5 & 10
of the Audited Financial Statements forming part of the
Annual Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Part B of Schedule V of
the (SEBI Listing Regulations), a review of the performance
and future outlook of your Company and its businesses,
as well as the state of the affairs of the business, along
with the financial and operational developments have been
discussed in detail in the Management Discussion and
Analysis Report, which forms part of the Annual Report.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
I n accordance with the provisions of section 135 of the Act
read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, an Annual Report on the CSR activities of your
Company along with the CSR initiatives undertaken during
the FY 24-25 is appended to this Report as "Annexure - A".
Your Company is committed to CSR and strongly believes
that the business objectives of your Company must be
in congruence with the legitimate development needs
of the society in which it operates to foster sustainable
local development as well as extend necessary support
to the underprivileged and poor sections of the society.
Your Board had at its meeting held on August 06, 2024,
approved the Annual Action Plan of CSR activities to be
undertaken during the year in accordance with the CSR
policy of your Company.
On the recommendation of the CSR Committee, your
Company has spent an amount of '' 7,60,00,000 crore
(Rupees Seven crore Sixty Lakh Only) towards CSR
expenditure for the Financial Year ending as on March
31, 2025.
As mandated under section 135 of the Act, the Composition
of Corporate Social Responsibility Committee is given
in the Report on Corporate Governance, forming art of
the Annual Report. Corporate Social Responsibility Policy
of your Company is available on the website of your
Companv:https://www.ikumar.com/storage/reportFile/
policies/corporate-social-responsibilitv-policv.pdf
12. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY AND COMPLIANCE
FRAMEWORK:
Your Company has in place adequate financial controls
commensurate with the size, scale, and completion of its
operations. Your Company has policies and procedures
in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and
detection of frauds, the accuracy and completion of the
accounting records and the timely preparation of reliable
financial information.
13. CYBER SECURITY:
There were no cyber security incidents or breaches or loss
of data or documents during the Financial Year 2024-25.
14. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (âBRSRâ):
I n compliance with the Regulation 34 (2) (f) of the SEBI
Listing Regulations read with SEBI circulars issued from time
to time, the BRSR for the financial year ended March 31,
2025 has been separately furnished in the Annual Report
and forms a part of the Annual Report. The BRSR has been
prepared in accordance with the format prescribed by SEBI.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177(9) of the Act and
the Listing Regulations your Company has established
a mechanism through which all the stakeholders can
report the suspected frauds and genuine grievances to
the appropriate authority and to encourage and facilitate
employees to report concerns about unethical behaviour,
actual/ suspected frauds and violation of Company''s Code
of Conduct or Ethics Policy.
The policy provides for adequate safeguards against
victimization of persons who avail the same and provides
for direct access to the Chairman of the Audit Committee.
The policy also establishes adequate mechanism to enable
employees report instances of leak of unpublished price
sensitive information. The Audit Committee of your
Company oversees the implementation of the Whistle¬
Blower Policy.
The said policy is available on your Company''s website
at: https://www.ikumar.com/storage/reportFile/policies/
whistle-blower-policv-iki.pdf
During the year under review, your Company has not
received any complaint(s) under the said policy.
16. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
Your Company''s Board consists of a total of eight (8)
members comprising of four Executive Directors and four
Independent Directors including one Woman Director as of
March 31, 2025. Nomination & Remuneration Committee
("NRC") has been mandated to review and recommend
appointment/s, terms of appointment / re-appointment of
Director/s and KMPs based on your Company''s policies,
industry requirements and business strategies.
The details of Board and Committee composition, tenure
of directors, and other details are available in the Corporate
Governance Report, which forms part of this Annual
Report. In terms of the requirement of the SEBI Listing
Regulations, your Board has identified core skills, expertise,
and competencies of the Directors in the context of your
Company''s business for effective functioning. The key skills,
expertise and core competencies of your Board of Directors
are detailed in the Corporate Governance Report, which
forms part of this Annual Report.
17. APPOINTMENT/CESSATION/CHANGE IN
DESIGNATION OF DIRECTORS:
Retirement of director by rotation:
Pursuant to the provisions of Section 152 of the Act, Dr
Nalin J. Gupta (DIN: 00627832), Managing Director of
your Company, is liable to retire by rotation at the ensuing
Annual General Meeting ("AGM") of your Company and
being eligible, he offers himself for re - appointment.
Necessary resolution for his re-appointment is included in
the Notice of AGM for seeking approval of Members.
Additional information, pursuant to Regulations 36(3) of the
Listing Regulations and Secretarial Standard - 2 in respect
of the Director seeking re-appointment in AGM, forms a
part of the Notice. The Board of Directors recommends his
re- appointment for your approval.
Based on the disclosures received by them, none of the
Directors of your Company are disqualified/debarred for
being appointed as Directors as specified in Section 164(2)
of the Act and Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
Your Company has received and taken on record the
declarations from all the Independent Directors of your
Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act,
sub rule (1) and (2) of Rule 6 of Companies (Appointment
and Qualification of Directors) Rules, 2014 as amended and
Regulation 16(1)(b) of the Listing Regulations.
Based on the confirmation/disclosures received from the
Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent:
Mr. Raghav Chandra, Mr. Sidharath Kapur, Mr. Ramesh
Kumar Choubey and Mrs. Archana Surendra Yadav.
There has been no change in the circumstances affecting
their status as Independent Directors of your Company.
The Independent Directors have also given declaration of
compliance with Section 150 of the Act and Rule 6(1) and
6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing
in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.
Also, Senior Management Personnel, including Executive
Directors have submitted their disclosures under Regulation
26 (3) of the Listing Regulations, confirming compliance
with the Code of Conduct for Directors and Senior
Management Personnel. The Board is of the opinion that
the Independent Directors possess requisite qualifications,
experience and expertise in the fields of operations, finance,
strategy, risk management and they hold high standards
of integrity, skill set, expertise & competencies matrix of
all the Directors is provided in the Report on Corporate
Governance forming part of this Annual Report.
During the year none of the Directors of the Company
are disqualified under the provisions of the Act. In line
with the requirements of Regulation 25 (10) of the listing
Regulations, the Company has in place a Director''s and
Officer''s Liability.
The Code of Conduct for Directors and Senior Management
Personnel can be accessed at https://www.jkumar.com/
storage/reportFile/policies/code-of-conduct-for-directors-
and-senior-management.pdf
Familiarization Programme:
In terms of Regulation 25 of the SEBI Listing Regulations your
Company undertakes a familiarization programme for the
Independent Directors to familiarize them with their roles,
rights and responsibilities as Independent Directors, nature
of the industry, the operations of your Company, business
model, risk management etc. The details of the programme
are hosted on your Company''s website at: https://www.
ikumar.com/storage/reportFile/familiarisation-2024-25.pdf
Your Company issues a formal letter of appointment to
the Independent Directors outlining their role, functions,
duties and responsibilities, the format of which is available
on your Company''s website at https://www.ikumar.com/
redirect/Appointment%20Letters
Key Managerial Personnel:
I n terms of Section 2(51) and Section 203 of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel), Rules 2014 the following are the
Key Managerial Personnel of your Company as on March
31, 2025:
⢠Mr. Jagdishkumar M. Gupta, Executive Chairman
⢠Mr. Kamal J. Gupta, Managing Director
⢠Dr. Nalin J. Gupta, Managing Director
⢠Mr. Pravin R. Ghag, Director- Administration
and Compliances
⢠Mr. Vasant Savla, Chief Financial Officer
⢠Mrs. Poornima Chintakindi, Company Secretary
18. BOARD AND DIRECTOR''S EVALUATION:
Pursuant to the provisions of Section 134(3), Section 149(8)
and Schedule IV of the Act read with Regulation 17(10)
of the Listing Regulations, Annual Performance Evaluation
of the Board, the Directors as well as Committees of
the Board has been carried out, in accordance with the
Policy on Board Evaluation, criteria laid down which are in
alignment with the best corporate governance practices
and the said policy of your Company can be accessed at
https://www.ikumar.com/storage/reportFile/policies/policy-
on-the-appointment-of-person-as-director-and-evaluation-
of-directors-and-senior-management-personnel.pdf
The Board of Directors has carried out an annual evaluation
of its own performance, Board Committees, and Individual
Directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
In a separate meeting of Independent Directors,
performance of Non-Independent directors, the Board as
a whole and Chairman of your Company was evaluated,
taking into account the views of Executive Directors and
Non-Executive Directors.
The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the Board composition and structure,
effectiveness of Board processes, information and
functioning, etc.
The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee Members on
the basis of criteria such as the composition of Committees,
effectiveness of committee meetings, etc.
Further, at a separate meeting of Independent Directors,
performance of the Directors, the Board as a whole and
the Chairman of your Company was evaluated, taking
into account the views of executive directors and non¬
executive directors.
The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution
of the individual director to the Board and Committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings, etc.
19. BOARD COMMITTEES:
As required under the Act and the SEBI Listing Regulations,
your Company has constituted various Statutory Committees.
The Board has constituted seven (7) committees, viz, Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders''
Relationship Committee, Risk Management Committee
and the Committee of Directors- Management Committee
(non-statutory). All the recommendations made by these
Committees to the Board were accepted by the Board.
Details of all the Committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.
20. BOARD FAMILIARISATION AND TRAINING
PROGRAMME:
Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the operations, key trends and risk universe
applicable to your Company''s business. These updates help
the Directors in keeping abreast of key changes and their
impact on your Company. Additionally, the Directors also
participate in various programmes /meetings where subject
matter experts apprise the Directors. The details of such
programmes are provided in the Corporate Governance
Report, which forms part of this Annual Report and is also
available on the website of the Company which can be
accessed at https://www.ikumar.com/storage/reportFile/
familiarisation-2024-25.pdf
21. INDEPENDENT DIRECTORS'' MEETING:
The Independent Directors met on March 25, 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independents Directors,
the Committees and your Board as a whole along with the
performance of the Chairman of your Company, taking into
account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the management and your
Board that is necessary for your Board to effectively and
reasonably perform their duties.
22. BOARD DIVERSITY:
Your Company recognizes and embraces the importance of
a diverse board in its success. The Board has adopted the
Board Diversity Policy which sets out the approach to the
diversity of the Board of Directors. The said Policy is available
on your Company''s website at https://www.ikumar.com/
storage/reportFile/policies/Board Diversity Policv.pdf
23. BOARD POLICIES:
The details of various other policies approved and adopted
by the Board as required under the Act and SEBI Listing
Regulations are provided in the below table:
|
Sr No. |
Policy |
Web-link |
|
1 |
Material Events Policy |
|
|
2 |
Website content Archival |
24. AUDIT COMMITTEE:
The Audit Committee of the Board has been constituted in
terms of Regulation 18 of the SEBI Listing Regulations and
Section 177 of the Act. The constitution and other relevant
details of the Audit Committee are given in the Section
relating to Corporate Governance Report forming a part of
the Annual Report. All the recommendations made by the
Audit Committee were accepted by the Board of Directors.
25. NOMINATION AND REMUNERATION POLICY:
In compliance with Section 178 of the Act read along with
the applicable rules thereto and Regulation 19 of LODR,
the Board on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The Remuneration
Policy along with the criteria for determining the
qualification positive attributes, independence of a director
is available on the website of your Company viz: https://
www.ikumar.com/storage/reportFile/policies/nomination-
and-remuneration-policy.pdf
The Remuneration Policy for selection of Directors and
determining Directors'' independence sets out the guiding
principles for the NRC for identifying the persons who
are qualified to become the Directors. Your Company''s
Remuneration Policy is directed towards rewarding
performance based on review of achievements. The
Remuneration Policy is in consonance with existing
industry practice.
26. MEETINGS:
During the Financial Year, the Board met on Six occasions,
the Audit Committee met on five occasions, the Nomination
and Remuneration Committee met on three occasions,
the Stakeholders Relationship Committee met on four
occasions, Corporate Social Responsibility Committee met
on four occasions and Risk Management Committee met
on two occasions The gap between two consecutive Board
Meetings and Audit Committee Meetings was within the
limits prescribed under Section 173 (1) of the Act and were
in accordance with the Listing Regulations.
The details of the meetings with respect to the Board and
Committee meetings and attendance there at as required
under the Secretarial Standard-1 issued by the Institute
of Company Secretaries of India have been provided in
the Corporate Governance Report forming part of this
Annual Report.
27. STATEMENT ON COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS & SEBI (LODR)
REGULATIONS, 2015::
As per SEBI Listing Regulations, the Corporate Governance
Report with the Auditors'' Certificate thereon, and the
Management Discussion and Analysis, the Business
Responsibility and Sustainability Report ("BRSR") form part
of the Director''s Report.
Your Company has complied with the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI). Your Company has in place
proper systems to ensure compliance with the provisions
of the applicable secretarial standards issued by the ICSI
and such systems are adequate and operating effectively.
28. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief, your Directors of
your Company make the following statements in terms of
Section 134(3)(c) and Section 134(5) of the Act:
i . i n the preparation of the annual accounts, for the
Financial Year ended March 31, 2025, the applicable
Accounting Standards have been followed and there
is no material departure from the same;
ii. we 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 your Company as
at March 31, 2025 and of the profit of your Company
for the financial year ended March 31, 2025;
i i i. we 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 your Company and for
preventing and detecting fraud and other irregularities;
i v. we have prepared the Annual Accounts for the year
ended March 31, 2025 on a going concern basis;
v. we had laid down Internal Financial Controls to
be followed by your Company and that such
Internal Financial Controls are adequate and were
operating effectively;
vi. we have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
29. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions entered into during FY 2024¬
25 were in the ordinary course of business and at arm''s
length. The Audit Committee has approved the related
party transactions for FY 2024-25 and also approved
the estimated related party transactions for FY 2025-26,
as required under the law. There were no Related Party
Transactions that have any conflict of interest. Further,
during the year under review, the Company has entered
into material related party transactions for the design,
construction, and operation of a twin tunnel from Film City,
Goregaon to Khindipada (Amar Nagar), Mulund, including a
box tunnel (cut and cover) at Film City, along with electrical,
mechanical, and associated works. These transactions were
undertaken in the ordinary course of business and on an
arm''s length basis, and are integral to the execution of
the Project.
The disclosure of particulars of contracts or arrangements
entered into with related parties during the financial year,
as required under Section 188(1) of the Companies Act,
2013, is provided in Form AOC-2, as Annexure-B to this
Report. The updated Related Party Transactions Policy has
been hosted on the Company''s website at https://www.
jkumar.com/storage/reportFile/POLICY RPT.pdf
30. PUBLIC DEPOSITS:
Your Company has not accepted any public deposits during
the financial year under consideration.
31. RISK MANAGEMENT:
Your Company has a comprehensive Risk Management
framework that seeks to minimize adverse impact on
business objectives and ensure appropriate identification
and treatment of risks. Your Company understands the
risk evaluation and risk mitigation is an ongoing process
within the organization and is fully committed to identify
and mitigate the risk in the business. The identification of
risks is done at strategic, business and operational levels.
The Board of Directors of your Company has a Risk
Management Committee to frame, implement and
monitor the risk management plan for your Company.
Your Company has formulated and implemented a
Risk Management policy in accordance with the Listing
Regulations to identify and monitor business risk and assist
in measures to control and mitigate such risks. The same
can be accessed at the website of your Company: https://
www.ikumar.com/storage/reportFile/policies/i-kumar-risk-
management-policv.pdf
In accordance with the policy, the risk associated with your
Company''s business is always reviewed and evaluated
by the management team and placed before the Audit
Committee and the Risk Management Committee. The
Committee and Board reviews these risks on a periodical
basis and ensures that mitigation plans are in place. The
Committee and Board is briefed about the identified risks
and mitigation plan undertaken.
Your Company through its Risk Management process aims
to contain the risks within the risk appetite. There are no risks
which in the opinion of the Board threaten the existence of
your Company. To further endeavour, your Board constantly
formulates strategies directed at mitigating these risks
which are implemented at the Executive Management level
and a regular update is provided to the Committee and
the Board.
32. AUDITORS AND AUDIT REPORTS:
a) Statutory Auditors:
M/s. Todi Tulsyan & Co., Chartered Accountants (Firm
Registration Number 002180C) as Statutory Auditors of
your Company, conducted the Statutory Audit for the
Financial Year 2024-25, the Auditors'' Report on the financial
statements of your Company for the financial year ended
March 31, 2025 is enclosed with the financial statements,
which forms part of this Annual Report. Notes on financial
statement referred to in the Auditor''s Report are self¬
explanatory and do not call for any further comments.
The Auditors'' Report on the financial statements of your
Company and the subsidiary Company for the financial
year ended March 31, 2025 is enclosed with the financial
statements, which forms part of this Annual Report. Notes
on financial statement referred to in the Auditor''s Report are
self-explanatory and do not call for any further comments.
The Auditor''s Report on Consolidated and Standalone
financial statements of your Company for the Financial Year
ended March 31, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer and therefore, do
not call for any further explanations or comments from the
Board under Section 134 (3) (c) (a) of the Act.
The Statutory Auditors have not reported any instance of
fraud committed in your Company nor in the subsidiary
Company by its Officers or Employees to the Audit
Committee under section 143(12) of the Act, details of
which needs to be mentioned in this Report.
b) Secretarial Auditors and Audit Report:
Pursuant to Section 204 of the Companies Act, 2013 read
with Rules made thereunder, the Board had appointed
M/s Dhrumil M. Shah & Co. LLP (ICSI Unique Code
S2010MH130700), Practicing Company Secretaries to
conduct the Secretarial Audit of the Company.
The Secretarial Audit Report in Form MR 3 for the financial
year ended March 31, 2025, is annexed to this report as
"Annexure C" and forms an integral part of this Report. The
Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks.
The Annual Secretarial Audit Report issued by the
Secretarial Auditor in terms of Regulation 24A of the Listing
Regulations has been submitted to the Stock Exchanges
within the statutory timelines and is available on the
website of the Company https://www.jkumar.com/.
Pursuant to the amendments to the SEBI Listing Regulations,
the Board, on the recommendation of the Audit Committee,
has approved and recommended to the Members, the
appointment of M/s Dhrumil M. Shah & Co. LLP (ICSI Unique
Code S2010MH130700), as the Secretarial Auditor of the
Company, for a period of five consecutive years inclusive
of FY 2026. Brief details as required under the SEBI Listing
Regulations, are provided in the Notice of 26th AGM. The
Directors recommend the appointment of M/s Dhrumil M.
Shah & Co. LLP (ICSI Unique Code S2010MH130700), as
the Secretarial Auditor same for approval by the Members.
c) Internal Auditors:
As per the provisions of section 138 of the Act read with
rule 13 of the Companies (Accounts) Rules, 2014, and on
the recommendation of the Audit Committee, the Board
of Directors has appointed. B.N. Kedia & Co., Chartered
Accountants, (ICAl Registration No. of the Firm: 01652N)
as Internal Auditors of your Company for the Financial
Year 2025-26. M/s. B. N. Kedia & Co., have conducted the
Internal Audit of your Company. Internal Audit Report was
presented in both, the Audit Committee Meeting and the
Meeting of the Board of Directors. No instances of fraud,
suspected fraud, irregularity or failure of internal control
systems of material nature were reported under section 143
(12) of the Act, by the internal auditors during the year.
d) Cost Audit & Records:
M/s. Vaibhav Joshi & Associates, Cost & Management
Accountants, (Membership Number: 1 5797) (Firm
Registration Number: 101329) were appointed as Cost
Auditors of your Company for conducting the audit of the
cost records maintained by your Company for the Financial
Year 2025.
On the recommendation of the Audit Committee, the
Board of Directors have appointed M/s. Kirit Mehta & Co.,
Cost Accountants, (Membership Number: 15797) as the
Cost Auditors of your Company for conducting the audit
of the cost records maintained by your Company for the
Financial Year 2026.
They have further confirmed their independent status.
Further, a resolution seeking members approval for the
ratification of remuneration payable to the M/s. Kirit Mehta
& Co. for the Financial Year 2026 in view of the provisions
of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules 2014 forms part of the notice of the
26th Annual General Meeting of your Company and the
same is recommended for your consideration and approval.
33. REPORT ON CORPORATE GOVERNANCE:
Pursuant to the provisions of Chapter IV read with Schedule
V of the Listing Regulations a separate section on Corporate
Governance has been incorporated in the Annual Report
for the information of the members of your Company. The
Corporate Governance Report together with the Certificate
on Corporate Governance issued by M/s. Dhrumil M. Shah,
Practicing Company Secretaries, (FCS: 8021 and COP: 8978)
confirming compliance with the conditions of Corporate
Governance as stipulated under Regulation 34 of the Listing
Regulations and the Management Discussion & Analysis
Report given in this Annual Report forms an integral part
of this report.
34. ANNUAL RETURN:
I n accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Amendment
Rules, 2022, the Annual Return in Form MGT-7 and as referred
in Section 134(3)(a) of the Act for the financial year ended
March 31, 2025 is available on the website of your Company
at https://www.ikumar.com/redirect/Annual%20Returns
35. PARTICULARS OF EMPLOYEES:
The statement of disclosure of Remuneration under Section
197(12) of the Act read with the Rule 5(1) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Rules") as amended from time-
to-time forms part of this report and is appended as
"Annexure D" to this report..
The provisions as contained regarding the particulars of
employees, as required under Section 197 of the Act,
read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
applicable to the Company. However, in terms of Section
136 of the Act, the Annual Report is being sent to the
shareholders and others entitled thereto, excluding the said
detail, which is available for inspection by the shareholders
at the Registered Office of your Company during business
hours on working days of your Company. If any shareholder
is interested in obtaining a copy thereof, such shareholder
may write to your Company Secretary in this regard.
36. CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION:
I n view of the nature of activities which are being carried
on by your Company, provisions regarding conservation of
energy and technology read with Section 134(3)(m) of the
Act and Rule 8(3) of the Companies (Accounts) Rules, 2014
are not applicable. However, your Company is committed to
energy conservation at every stage of its operations. Various
steps have been taken to reduce consumption of electrical
energy by monitoring the use of equipment''s, machinery
etc. used in the construction. Your Company is in tune with
the changing trends of the modern technology/ machinery
to be used in its business.
37. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was Foreign Exchange revenue during the year under
review. In respect of the Foreign Exchange outgo, disclosure
of information as required under section 134 (3) (m) of the
Act read with Rule 8 (3) of the Companies (Accounts) Rules,
2014 is given in below:
|
Particulars |
('' in crore) |
|
Foreign Exchange Earnings Foreign |
61.55 65.77 |
38. SIGNIFICANT AND MATERIAL ORDERS:
I n view of Rule 8(5)(vii) of The Companies (Accounts)
Rules, 2014, there were no significant and material orders
passed by any Regulators or Courts or Tribunals during the
Financial Year ended March 31, 2025, impacting the going
concern status of your Company and Companies operation
in future.
39. LISTING WITH STOCK EXCHANGES:
The shares of your Company are listed on National Stock
Exchange of India Ltd. (NSE) and the BSE Ltd. (BSE). Your
Company confirms that it has paid the Annual Listing Fees
for the Financial Year 25-26 to NSE and BSE.
40. PREVENTION OF INSIDER TRADING:
Your Company has adopted the Code of Fair Disclosure
and Code of Conduct for regulating the dissemination
of Unpublished Price Sensitive Information and trading in
securities by Insiders and the same can be accessed at https://
www.ikumar.com/redirect/Insider%20Trading%20Caution
41. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:
The Company has formulated a policy on Prevention of
Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company has an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual
harassment of women employees at workplace. During the
financial year ended March 31, 2025, the Company has not
received any complaints pertaining to Sexual Harassment.
42. CREDIT RATING AGENCY:
Your Company''s financial discipline and prudence is
reflected in the strong credit ratings ascribed by ICRA
Limited with a rating of A /Positive for fund based limits
and A /Positive for Non Fund based limits and reaffirmed
to A1 for Commercial Paper. The detailed report on credit
ratings is covered in Corporate Governance Report, which
forms a part of the Annual Report.
43. CHANGE INTHE NATURE OF BUSINESS (IF ANY):
There is no material change in the type of business your
Company is carrying.
44. SUCCESSION PLAN:
Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The NRC implements this mechanism in concurrence with
your Board.
45. MATERIAL CHANGES AND COMMITMENTS
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:
There were no reportable material changes or commitment,
occurred between the end of the Financial Year and the
date of this report, which may have any effect on the
financial position of your Company.
46. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company''s officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.
47. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is
required in respect of the following items, as there were
no transactions/events of these nature during the year
under review:
1. i ssue of equity shares with differential rights as to
dividend, voting or otherwise.
2. i ssue of Shares (Including Sweat Equity Shares) to
employees of your Company under any scheme.
3. significant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern
status and your Company''s operation in future.
4. voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under Section
67(3)c) of the Act).
5. application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.
6. revision of financial statements and Directors'' Report
of your Company.
48. ACKNOWLEDGMENT:
Your Directors are highly grateful for all the guidance,
support and assistance received and take this opportunity
to thank the customers, vendors, supply chain partners,
employees, Financial Institutions, Banks, Central and State
Government, Regulatory Authorities, Stock Exchanges
and all the esteemed stakeholders for their continued co¬
operation, faith and support reposed in your Company
and look forward for the same in equal measure in the
coming years.
For and on behalf of the Board of Directors
Jagdishkumar M. Gupta Place: Mumbai
Executive Chairman Date: May 20, 2025
DIN: 01112887
Mar 31, 2024
Your Board of Directors are pleased to present the 25th (Twenty-Fifth) Annual Report of J. Kumar Infraprojects Limited ("your Company"/ "JKIL") along with the Audited Financial Statements for the Financial Year ended March 31,2024.
A brief summary of your Company''s financials during the year ended March 31,2024 is given below:
1. Standalone & Consolidated Financial Results:
|
(H in Crore) |
||
|
Particulars |
For the Financial year ended March 31, 2024 |
For the Financial year ended March 31, 2023 |
|
Revenue from operations |
4,879.21 |
4,203.14 |
|
Other income |
28.40 |
30.44 |
|
Total Revenue |
4,907.61 |
4,233.58 |
|
Profit before Interest, Depreciation, Exceptional Items and Tax |
732.47 |
627.51 |
|
Less: Finance Cost |
123.88 |
99.20 |
|
Profit before Depreciation, Exceptional Items and Tax |
608.59 |
528.31 |
|
Less: Depreciation and Amortization Expense |
168.01 |
154.74 |
|
Profit Before Tax |
440.58 |
373.57 |
|
Provision for Tax (Including earlier Year Taxation) |
111.99 |
99.18 |
|
Profit After Tax |
328.59 |
274.40 |
|
Share in profit after tax of an associate |
2.18 |
0 |
|
Net profit after tax and share in profit of joint associates |
330.77 |
274.39 |
|
Other comprehensive incomefor the year |
0.08 |
1.39 |
|
Total comprehensive income for the year |
330.85 |
275.78 |
|
Paid up Capital |
37.83 |
37.83 |
Note:
1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.
2. Previous year''s figures have been regrouped / rearranged wherever considered necessary.
3. There has been no change in the nature of business of your Company Some of the key highlights of the year were:
Performance:
¦ Record revenue from operations of H48,79.21 crores
¦ EBITDA of H704.06 crores
¦ Profit after tax of H328.59 crores
The key aspects of your Company''s operational performance during the FY 24 are as follows:
¦ Highest ever contracts awarded worth H 11,810 crores in FY 24
¦ Gross debt equity ratio within comfort level at 0.22x as on Mar 31,2024
¦ Net debt equity ratio at 0.04x as on Mar 31,2024
¦ Rated ICRA A / Stable for Fund based and Non Fund based limits
¦ Consistent Increase in Revenue & Order Book with a CAGR of ~22% (2008 - 2024)
Key Order Wins- FY 24
¦ Secured Goregaon Mulund Link Road Project (Road Tunnel) - Rs.3,088 Cr.
¦ Bagged Chennai Elevated Corridor Package 1 to 4 - Rs. 3,570 Crores
¦ Bagged Versova - Dahisar Costal Road - Package B (Bangur Nagar to Mindspace Malad) - Rs. 1,278 Croresdiameter of Tunnel Boring Machine which is going to be the largest diameter TBM driven Road Tunnel Project in INDIA
The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
2. REVIEW OF OPERATIONS OF YOUR COMPANY:
Your Company is a pure play EPC Company having a niche in construction of Urban Infra Projects including Metros, Flyover, bridges etc. It is renowned for undertaking design and construction projects on a turnkey basis meeting their clients'' requirements. JKIL is focused on EPC projects, having strong foothold in various sectors like Urban Infrastructure, Transportation Engineering, Piling & Civil Construction etc.
During the year under review, your Company has received new contracts of approximately H 11,810 Crores (excluding GST). As of March 31,2024, the aggregate value of orders on hand stands at H21,011 Crores.
3. SUBSIDIARY, ASSOCIATE / JOINT VENTURE COMPANIES:
Pursuant to the provisions of Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 your Company has one associate Company namely J. Kumar - NCC Private Limited, with effect from 13th October, 2023, wherein the Company is holding 49% of the share capital.
Your Company has 21 joint operations, refer to Note No. 33 to the Audited Financial Statements in this Annual Report.
As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Associate Companies is prepared in Form AOC-1 and is attached to the Financial Statements of the Company.
During the year under review National Company Law Tribunal vide its order dated January 16, 2024 approved the acquisition of M/s. Pranav Construction Systems Private Limited, a Company under the Corporate Insolvency Resolution Process.(CIRP)
The approved Resolution Plan will be implemented through a Special Purpose Vehicle with Odette Engineers Private Limited on 13th March, 2024 for which share subscription agreement executed wherein your Company holds 85% of the equity share capital.
However, the implementation of the aforesaid resolution plan is subject approvals from the Hon''ble National Company Law Appellate Tribunal (NCLAT) and / or any other regulatory authority under applicable laws.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") your Company has prepared standalone and consolidated financial statements of your Company.
4. EARNINGS PER SHARE (EPS):
The Basic EPS of your Company stood at H43.43 for the year ended March 31,2024.
5. TRANSFER TO RESERVE:
The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, your Company has not transferred any amount to the reserves during the current financial year.
6. DIVIDEND:
Your Company has a consistent track record of dividend payment.
Continuing with this trend and in line with the Dividend Distribution Policy of your Company, your Directors are pleased to recommend a dividend of H4.00 (80%) per equity share of H5/- each payable to those shareholders whose name appear in the Register of Members as on the Book Closure / Record date for the financial year ended March 31, 2024.
The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM). The total outflow on account of equity dividend will be H30.27 Crores out of profits of your Company for the current year, vis a vis H26.48 Crores paid for FY 22-23. The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid in compliance with applicable provisions of Companies Act 2013 ("the Act").
DIVIDEND DISTRIBUTION POLICY:
The dividend recommended is in accordance with your Company''s Dividend Distribution Policy.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website at https://www.jkumar.com/pdf/policies/dividend-distribution-policy.pdf
7. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:
Your Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate with the Registrar and Share Transfer Agents to locate the shareholders who have not claimed their dues.
During the FY 23-24, your Company has transferred a sum of H2,16,506/- (Rupees Two Lakhs Sixteen Thousand Five Hundred and Six only) to Investor Education & Protection Fund ("IEPF") related to 2015-16, the amount which was due and payable and remained unclaimed and unpaid for a period of 7 (seven) years.
Further 1,297 number of equity shares (corresponding shares) pertaining to such unclaimed or unpaid dividend has also been transferred to the IEPF Authority in compliance with the provisions of Section 124 of the Act read with Regulation 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.
Your Company has uploaded the details of unpaid and unclaimed amounts lying with your Company as on September 26, 2023 (date of Last Annual General Meeting) on the website of your Company https://www.jkumar.com/ unpaid-dividend.html as also on the Ministry of Corporate Affairs website.
In pursuance of Regulation 39 read with Schedule VI of the SEBI Listing Regulations, the details of shares lying in unclaimed suspense account and unclaimed shares/ dividend transferred to Investor Education and Protection Fund, are provided in the Report on Corporate Governance, forming a part of the Annual Report.
UNCLAIMED DIVIDENDS:
Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this Annual Report.
8. SHARE CAPITAL:
During the year under review, there was no change in the authorized and paid up share capital of your Company.
The Paid-up Share Capital as on March 31, 2024 was H37.83 Crores. The Company has neither issued any shares nor has granted stock options or sweat equity during the financial year. As on March 31, 2024, 99.99 % of the total paid-up capital of your Company stands in the dematerialized form.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 as at March 31,2024
The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements in the note no. 5 & 10 of the Audited Financial Statements forming part of the Annual Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Part B of Schedule V of the (SEBI Listing Regulations), a review of the performance and future outlook of your Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Annual Report.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In accordance with the provisions of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, an Annual Report on the CSR activities of your Company along with the CSR initiatives undertaken during the FY 23-24 is appended to this Report as "Annexure - A".
Your Company is committed to CSR and strongly believes that the business objectives of your Company must be in congruence with the legitimate development needs of the society in which it operates to foster sustainable local development as well as extend necessary support to the underprivileged and poor sections of the society. Your Board had at its meeting held on January 30, 2024, approved the Annual Action Plan of CSR activities to be undertaken during the year in accordance with the CSR policy of your Company.
On the recommendation of the CSR Committee, your Company has spent an amount of H5.20 Crores (Rupees Five Crores Twenty Lakhs Only) towards CSR expenditure for the Financial Year ending as on March 31,2024.
As mandated under section 135 of the Act, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of the Annual Report. Corporate Social Responsibility Policy of your Company is available on the website of your Company: https://www.jkumar.com/corporate-social-responsibility. html
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY, RISK MANAGEMENT AND COMPLIANCE FRAMEWORK:
Your Company has in place adequate financial controls commensurate with the size, scale, and completion of its operations. Your Company has policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds, the accuracy and completion of the accounting records and the timely preparation of reliable financial information.
Your Company also has Risk Management Policy and framework in place which defines roles and responsibilities at various levels of the risk management process.
Risk Management Committee ("RMC") oversees the implementation of Risk Management Policy as well as risk management and mitigation framework. Risks are categorized into Regulatory, Competition, Cyber Security including Data Security, Economic & Political Environment, Environmental, Social & Governance Risks and other critical risks.
The Chief Risk Officer engages with all functional all heads to identify internal and external events that may have an adverse impact on the achievement of Company''s objectives and periodically monitor changes in both internal and external environment leading to emergence of a new threat/risk.
Risk Management Policy of your Company can be accessed at https://www.jkumar.com/pdf/policies/j-kumar-risk-management-policy.pdf
13. CYBER SECURITY:
There were no cyber security incidents or breaches or loss of data or documents during the Financial Year 2023-24.
14. BUSINESS RESPONSIBILITYANDSUSTAINABILITY REPORTING ("BRSR"):
In compliance with the Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI circulars issued from time to time, the BRSR for the financial year ended March 31, 2024 has been separately furnished in the Annual Report and forms a part of the Annual Report. The BRSR has been prepared in accordance with the format prescribed by SEBI.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177(9) of the Act and the Listing Regulations your Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority and to encourage and facilitate employees to report concerns about unethical behavior, actual/ suspected frauds and violation of Company''s Code of Conduct or Ethics Policy.
The policy provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairman of the Audit Committee. The policy also establishes adequate mechanism to enable employees report instances of leak of unpublished price sensitive information. The Audit Committee of your Company oversees the implementation of the Whistle-Blower Policy.
The said policy is available on your Company''s website at: https://www.jkumar.com/pdf/policies/whistle-blower-policy-jki.pdf
During the year under review, your Company has not received any complaint(s) under the said policy.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company''s Board consists of a total of eight (8) members comprising of four Executive Directors and four Independent Directors including one Woman Director as of March 31, 2024. Nomination & Remuneration Committee has been mandated to review and recommend appointment/s, terms of appointment / re-appointment of Director/s and KMPs based on your Company''s policies, industry requirements and business strategies.
The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning. The key skills, expertise and core competencies of your Board of Directors are detailed in the Corporate Governance
Report, which forms part of this Annual Report.
POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
Your Company''s policy on appointment of Directors can be accessed from the website of your Company: https://www. jkumar.com/pdf/policies/code-of-conduct-for-directors-and-senior-management.pdf
Policy for the appointment of Person as "Director" and evaluation of Directors and Senior Management Personnel, of your Company can be accessed at https://www. jkumar.com/pdf/policies/policy-on-the-appointment-of-person-as-director-and-evaluation-of-directors-and-senior-management-personnel.pdf which sets out guiding principles for selection of persons who are qualified to become Directors/Independent Directors.
The objective of Policy for Nomination and Remuneration of Directors and Employees is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel ("KMP") and Senior Management employees and the said policy can be accessed at https://www.jkumar.com/ pdf/policies/nomination-and-remuneration-policy.pdf
Appointment/Cessation/Change in Designation of Directors:
RETIREMENT OF DIRECTOR BY ROTATION:
Pursuant to the provisions of Section 152 of the Act, Dr. Kamal J. Gupta (DIN: 00628053), Managing Director of your Company, is liable to retire by rotation at the ensuing
Annual General Meeting ("AGM") of your Company and being eligible, he offers himself for re - appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members.
Additional information, pursuant to Regulations 36(3) of the Listing Regulations and Secretarial Standard - 2 in respect of the Director seeking re-appointment in AGM, forms a part of the Notice. The Board of Directors recommends his reappointment for your approval.
Based on the disclosures received by them, none of the Directors of your Company are disqualified/debarred for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
APPOINTMENT:
Pursuant to the provisions of Section 149, 150, 152 of the Act read with Schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Act, (including any statutory modifications or reenactment thereof for the time being in force), and on the recommendation of the Nomination and Remuneration Committee of your Company the Board of Directors, have approved the appointment of Mr. Ramesh Choubey (DIN: 10545097) as Non-Executive Independent Director, with effect from March 28, 2024 , Mr. Pravin Ghag as Director (Administration and Compliances) (DIN: 10566207) with effect from March 28, 2024.
The Members of your Company have approved the appointment of Mr. Ramesh Choubey (DIN: 10545097) as Non-Executive Independent Director, with effect from March 28, 2024, Mr. Pravin Ghag as Director (Administration and Compliances) (DIN: 10566207) with effect from March 28, 2024 vide the Postal Ballot Notice dated March 28, 2024 and the report from the Scrutinizer dated May 16, 2024.
RE-APPOINTMENT:
The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on March 28, 2024, recommended and approved the re-appointment and payment of remuneration to Mr. Jagdishkumar M. Gupta (DIN: 01112887) as Whole-time Director- Executive Chairman, Mr. Kamal J. Gupta (DIN: 00628053) as Managing Director and Dr. Nalin J. Gupta (DIN: 00627832) as Managing Director of your Company for a further period of 5 years with effect from May 20, 2024 till May 19, 2029, (both days inclusive).
The Company sought shareholders approval vide Postal Ballot Notice dated March 28, 2024 and on May 16, 2024, the Members approved the re-appointment and the payment of remuneration of Mr. Jagdishkumar M. Gupta (DIN: 01112887) as Whole-time Director- Executive Chairman, Mr. Kamal J. Gupta (DIN: 00628053) as Managing Director and Dr. Nalin J. Gupta (DIN: 00627832) as Managing Director of your
Company for a further period of 5 years with effect from May 20, 2024 till May 19, 2029, (both days inclusive)
Declaration by Independent Directors and Senior Management Personnel on compliance of code of conduct:
Your Company has received and taken on record the declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended and Regulation 16(1)(b) of the Listing Regulations.
Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent.
Mr. Raghav Chandra, Mr. Sidharath Kapur, Mr. Ramesh Kumar Choubey and Mrs. Archana Surendra Yadav.
There has been no change in the circumstances affecting their status as independent directors of your Company.
The Independent Directors have also given declaration of compliance with Section 150 of the Act and Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Also Senior Management Personnel, including Executive Directors have submitted their disclosures under Regulation 23(6) of the Listing Regulations, confirming compliance with the Code of Conduct for Directors and Senior Management Personnel. The Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in the fields of operations, finance, strategy, risk management and they hold high standards of integrity. Skill set, expertise & competencies matrix of all the Directors is provided in the Report on Corporate Governance forming part of this Annual Report.
During the year name of the directors of the Company are disqualified under the provisions of the Companies Act, 2013. In line with the requirements of Regulation 25 (10) of the listing Regulations, the Company has in place a Director''s and Officer''s liability.
Familiarization Programme:
In terms of Regulation 25 of the SEBI Listing Regulations your Company undertakes a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, nature of the industry, the operations of your Company, business model, risk management etc. The details of the programme are hosted on your Company''s website at: https://www. jkumar.com/familiarisation.html
Your Company issues a formal letter of appointment to the Independent Directors outlining their role, functions, duties and responsibilities, the format of which is available
on your Company''s website at https://www.jkumar.com/ appointment-letters.html
Key Managerial Personnel:
In terms of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 the following are the Key Managerial Personnel of your Company as on March 31,2024:
¦ Mr. Jagdishkumar M. Gupta, Executive Chairman
¦ Mr. Kamal J. Gupta, Managing Director
¦ Dr. Nalin J. Gupta, Managing Director
¦ Mr. Pravin R. Ghag, Director- Administration and Compliances
¦ Mr. Madan Biyani, Chief Financial Officer (up to 21st February, 2024)
¦ Mrs. Poornima Reddy, Company Secretary
18. BOARD AND DIRECTOR''S EVALUATION:
Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Regulation 17(10) of the Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out, in accordance with the Policy on Board Evaluation, criteria laid down which are in alignment with the best corporate governance practices and the said policy of your Company can be accessed at https://www. jkumar.com/pdf/policies/policy-on-the-appointment-of-person-as-director-and-evaluation-of-directors-and-senior-management-personnel.pdf
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of your Company was evaluated, taking into account the views of executive directors and non-executive directors.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of committee meetings, etc.
Further, at a separate meeting of Independent Directors, performance of the Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
19. BOARD COMMITTEES:
As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. The Board has constituted six committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, Risk Management Committee and the Committee of Directors- Management Committee (non-statutory). All the recommendations made by these Committees to the Board were accepted by the Board.
Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Board Familiarisation and Training Programme:
Your Board is regularly updated on changes in statutory provisions, as applicable to your Company. Your Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report and is also available on the website of the Company which can be accessed at https://www.jkumar.com/familiarisation.html
Independent Directors'' Meeting:
The Independent Directors met on March 28, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independents Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.
20. BOARD DIVERSITY:
Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website at wwwjkumar.com
21. BOARD POLICIES:
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in the below table.
|
Sr No. |
Policy |
Web-link |
|
1 |
Vigil Mechanism / Whistle Blower Policy [Regulation 22 of SEBI Listing Regulations and as defined under Section 177 of the Act] Policy for procedure of inquiry in case of leak or suspected leak of unpublished price sensitive information [Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations] |
|
|
2 |
||
|
3 |
Code of Practices and Procedures for Fair disclosure of unpublished price sensitive information [Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations] |
|
|
4 |
Terms of Appointment of Independent Directors [Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV to the Act] |
https://www.jkumar.com/pdf/policies/policy-on-the- |
|
5 |
Familiarization Program [Regulations 25(7) and 46 of SEBI Listing Regulations] |
|
|
6 |
Related party transactions [Regulation 23 of SEBI Listing Regulations and as defined under the Act] |
|
|
7 |
Material Events Policy [Regulation 30 of SEBI Listing Regulations] |
|
|
8 |
Policy on Preservation of Documents [Regulation 9 of SEBI Listing Regulations] |
|
|
9 |
Nomination and Remuneration Policy of Directors, KMP and other Employees [Regulation 19 of the SEBI Listing Regulations and as defined under Section 178 of the Act] |
|
|
10 |
CSR Policy [Section 135 of the Act] |
|
|
11 |
Dividend Distribution Policy [Regulation 43A of the SEBI Listing Regulations] |
|
|
12 13 |
Code of Conduct [Regulation 17 of the SEBI Listing Regulations] Policy on Board Diversity [Regulation 19 of the SEBI Listing Regulations] |
|
|
14 |
Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders [Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations] |
|
|
15 |
Website content Archival Policy [SEBI Listing Regulations] |
22. AUDIT COMMITTEE:
The Audit Committee of the Board has been constituted in terms of Regulation 18 of the SEBI Listing Regulations and Section 177 of the Act. The constitution and other relevant details of the Audit Committee are given in the Section relating to Corporate Governance Report forming a part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.
23. NOMINATION AND REMUNERATION POLICY:
In compliance with Section 178 of the Act read along with the applicable rules thereto and Regulation 19 of LODR, the Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy along with the criteria for determining the qualification positive attributes, independence of a director is available on the website of your Company viz: https://www.jkumar.com/ pdf/policies/nomination-and-remuneration-policy.pdf
The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
24. MEETINGS:
During the Financial Year, the Board met on eight occasions, the Audit Committee met on six occasions, the Nomination and Remuneration Committee met on two occasions, the Stakeholders Relationship Committee met on three occasions, Corporate Social Responsibility Committee met on four occasions and Risk Management Committee met on three occasions.The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed under Section 173 (1) of the Act and were in accordance with the Listing Regulations. The details of the meetings with respect to the Board and Committee meetings and attendance there at as required under the Secretarial Standard-1 issued by the Institute of Company Secretaries of India have been provided in the Corporate Governance Report forming part of this Annual Report.
25. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director''s Report.
Your Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). Your Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the ICSI and such systems are adequate and operating effectively.
26. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief, your Directors of your Company make the following statements in terms of Section 134(3)(c) and Section 134(5) of the Act:
i. In the preparation of the annual accounts, for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed and there is no material departure from the same;
ii. We 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 your Company as at March 31, 2024 and of the profit of your Company for the financial year ended March 31,2024;
iii. We 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 your Company and for preventing and detecting fraud and other irregularities;
iv. We have prepared the Annual Accounts for the year ended March 31,2024 on a going concern basis;
v. We had laid down Internal Financial Controls to be followed by your Company and that such Internal Financial Controls are adequate and were operating effectively;
vi. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions entered during the financial year were in the ordinary course of the business of the Company and were on an arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company and the link for the same is https:// www.jkumar.com/
28. PUBLIC DEPOSITS :
Your Company has not accepted any public deposits during the financial year under consideration.
29. RISK MANAGEMENT:
Your Company has a comprehensive Risk Management framework that seeks to minimize adverse impact on business objectives and ensure appropriate identification and treatment of risks. Your Company understands the risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risk in the business. The identification of risks is done at strategic, business and operational levels.
The Board of Directors of your Company has a Risk Management Committee to frame, implement and monitor the risk management plan for your Company. Your Company has formulated and implemented a Risk Management policy in accordance with the Listing Regulations to identify and monitor business risk and assist in measures to control and mitigate such risks. The same can be accessed at the website of your Company: https://www.jkumar.com/pdf/policies/j-kumar-risk-management-policy.pdf
In accordance with the policy, the risk associated with your Company''s business is always reviewed and evaluated by the management team and placed before the Audit Committee and the Risk Management Committee. The Committee and Board reviews these risks on a periodical basis and ensures that mitigation plans are in place. The Committee and Board is briefed about the identified risks and mitigation plans undertaken.
Your Company through its Risk Management process aims to contain the risks within the risk appetite. There are no risks which in the opinion of the Board threaten the existence of your Company. To further endeavor, your Board constantly formulates strategies directed at mitigating these risks which are implemented at the Executive Management level and a regular update is provided to the Committee and the Board.
30. AUDITORS AND AUDIT REPORTS:
a) Statutory Auditors:
M/s. Todi Tulsyan & Co., Chartered Accountants (Firm Registration Number 002180C) as Statutory Auditors of your Company, conducted the Statutory Audit for the Financial Year 2023-24, the Auditors'' Report on the financial statements of your Company for the financial year ended 31 March 2024 is enclosed with the financial statements, which forms part of this Annual Report. Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.
The Auditors'' Report on the financial statements of your Company for the financial year ended 31 March 2024 is enclosed with the financial statements, which forms part of this Annual Report. Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.
The Auditor''s Report on Consolidated and Standalone financial statements of your Company for the Financial Year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer and therefore, do not call for any further explanations or comments from the Board under Section 134 (3) (c) (a) of the Act.
The Statutory Auditors have not reported any instance of fraud committed in your Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
b) Secretarial Auditors and Audit Report:
Pursuant to the provisions of Section 204(1) of the Act, your Company has appointed M/s. Dhrumil M. Shah, Practicing Company Secretaries, (FCS: 8021 and COP: 8978) to undertake the Secretarial Audit of the records and documents of your Company for the financial year ended March 31, 2024. For the Financial Year ended March 31, 2024 the Secretarial Audit Report pursuant to the said Section and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, in Form MR-3 is annexed here to and forms part of this Report "Annexure - B". The Secretarial Auditors'' Report to the Members of your Company for the Financial Year ended March 31, 2024 does not contain any qualification(s), reservation or adverse observations.
c) Annual Secretarial Compliance Report:
The Annual Secretarial Compliance Report issued in terms of Regulation 24A of the Listing Regulations forms part of the Annual Report and has been submitted to the stock exchanges within 60 days of the end of the financial year. During the Year 2024, your Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.
d) Internal Auditors:
As per the provisions of section 138 of the Act read with rule 13 of the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee, the Board of Directors has appointed. B.N. Kedia & Co., Chartered Accountants, (ICAI Registration No. of the Firm: 01652N) as Internal Auditors of your Company for the Financial Year 2023-24. M/s. B. N. Kedia & Co., have conducted the
Internal Audit of your Company. Internal Audit Report was presented in both, the Audit Committee Meeting and the Meeting of the Board of Directors. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported under section 143(12) of the Act, by the internal auditors during the year.
e) Cost Audit & Records:
On the recommendation of the Audit Committee, the Board of Directors appointed M/s. Vaibhav Joshi & Associates., Cost & Management Accountants, (Membership Number: 15797) (Firm Registration Number: 101329) as the Cost Auditors of your Company for conducting the audit of the cost records maintained by your Company for the Financial year 2025. M/s. Vaibhav Joshi & Associates., Cost & Management Accountants, have confirmed that they are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.
They have further confirmed their independent status. Further, a resolution seeking members'' approval for the ratification of remuneration payable to the Cost Auditors for the Financial Year 2025 in view of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014 forms part of the notice of the 25th Annual General Meeting of your Company and the same is recommended for your consideration and approval.
31. REPORT ON CORPORATE GOVERNANCE:
Pursuant to the provisions of Chapter IV read with Schedule V of the Listing Regulations a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members of your Company.
The Corporate Governance Report together with the Certificate on Corporate Governance issued by M/s. Dhrumil M. Shah, Practicing Company Secretaries, (FCS: 8021 and COP: 8978) confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the Listing Regulations and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.
32. ANNUAL RETURN:
In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2022, the Annual Return in Form MGT-7 and as
referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2024 is available on the website of your Company at http://www.jkumar.com/annual-return/annual-return-2023-2024
33. PARTICULARS OF EMPLOYEES:
The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5(1) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") as amended from time-to-time forms part of this report.
The provisions as contained regarding the particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is applicable to the Company. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said detail, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to your Company Secretary in this regard.
34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by your Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Act and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, your Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipment''s, machinery etc. used in the construction. Your Company is in tune with the changing trends of the modern technology/ machinery to be used in its business.
35. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was Foreign Exchange revenue during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in below:
|
Particulars |
H (in Crores) |
|
Foreign Exchange Earnings Foreign Exchange Outgo |
39.23 39.10 |
36. SIGNIFICANT AND MATERIAL ORDERS:
In view of Rule 8(5)(vii) of The Companies (Accounts) Rules, 2014, there were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year ended March 31, 2024, impacting the going concern status of your Company and Companies operation in future.
37. LISTING WITH STOCK EXCHANGES:
The shares of your Company are listed on National Stock Exchange of India Ltd. (NSE) and the BSE Ltd. (BSE). Your Company confirms that it has paid the Annual Listing Fees for the Financial Year 24-25 to NSE and BSE.
38. PREVENTION OF INSIDER TRADING:
Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders and the same can be accessed at https://www.jkumar.com/pdf/investorTradingCaution/ investorcaution.pdf
39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the financial year ended March 31, 2024, the Company has not received any complaints pertaining to Sexual Harassment.
40. CREDIT RATING AGENCY:
Your Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by ICRA Limited with a rating of A / (Stable) for fund based limits and A (Stable) for Non Fund based limits and reaffirmed to A1 for Commercial Paper. The detailed report on credit ratings is covered in Corporate Governance Report, which forms a part of the Annual Report.
41. CHANGE IN THE NATURE OF BUSINESS (IF ANY):
There is no material change in the type of business your Company is carrying.
42. SUCCESSION PLAN:
Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in concurrence with your Board.
43. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of your Company.
44. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
45. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors'' Report of your Company.
46. ACKNOWLEDGMENT:
Your Directors are highly grateful for all the guidance, support and assistance received and take this opportunity to thank the customers, vendors, supply chain partners,
employees, Financial Institutions, Banks, Central and State Government, Regulatory Authorities, Stock Exchanges and all the esteemed stakeholders for their continued cooperation, faith and support reposed in your Company and look forward for the same in equal measure in the coming years.
Your Directors would like to place on record their sincere appreciation for the dedicated efforts and consistent contributions made by the employees at all levels to ensure that your Company continues to grow and excel.
Mar 31, 2023
Directorâs Report
Dear Shareholders,
The Board of Directors are pleased to present the 24th (Twenty-Fourth) Annual Report of the Company along with the Audited
Financial Statements for the Financial Year ended March 31, 2023. A brief summary of the Company''s financials during the
year ended March 31, 2023 is given below:
1. SUMMARISED FINANCIAL RESULTS:
|
Particulars |
For the financial |
For the financial |
|
Revenue from operations |
4,203.14 |
3,527.20 |
|
Other income |
30.43 |
24.86 |
|
Total Income |
4,233.58 |
3,552.06 |
|
Profit before Interest, Depreciation, Exceptional Items and Tax |
597.07 |
504.59 |
|
Less: Finance Cost |
99.19 |
99.99 |
|
Profit before Depreciation, Exceptional Items and Tax |
528.31 |
429.46 |
|
Less: Depreciation Expense |
154.74 |
146.79 |
|
Profit Before Tax |
373.57 |
282.68 |
|
Provision for Tax (Including earlier Year Taxation) |
99.17 |
76.80 |
|
Profit After Tax |
274.40 |
205.88 |
|
Other comprehensive income for the year |
1.38 |
1.45 |
|
Total comprehensive income for the year |
275.78 |
207.33 |
|
Paid up Capital |
37.83 |
37.83 |
Some of the key highlights of the year were:
Robust performance:
⢠Record revenue from operations of J 4,203 crores
⢠Highest ever EBITDA of J 597 crores
⢠Highest ever Profit after tax of J 274 crores
Strong Balance Sheet:
⢠Net debt free Company.
⢠Gross debt to J 516 crores at the end of the FY 2023 as
compared to J 431 crores at the end of FY 2022.
⢠ICRA Limited has assigned the Company''s Rating as
ICRA A / Stable for fund based limits and Non Fund
based limits and ICRA A1 for Commercial Paper.
2. REVIEW OF OPERATIONS OF THE COMPANY:
The Company is a pure play EPC Company having
a niche in construction of Urban Infra Projects
including Metros, Flyover, bridges etc. It is renowned
for undertaking design and construction projects on
a turnkey basis meeting their clients'' requirements.
JKIL is focused on EPC projects, having strong
foothold in various sectors like Urban Infrastructure,
Transportation Infrastructure, & Civil Construction, etc.
During the year under review, your Company has
received new contracts of approximately J 2,652
crores (excluding GST). As of March 31, 2023,
the aggregate value of orders on hand stands at
J 11,853 crores.
There was no change in nature of the business of the
Company.
3. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:
The Company does not have any Subsidiary/ies,
Associate/s, Joint Venture/s as on the date of this
report. However the Company has 21 joint operations,
refer to Note No. 33 to the Audited Financial Statements
in this Annual Report.
Revenue from operations for the year at J 4,203
Crores as compared to J 3,527 Crores for the previous
year ended March 31, 2022. Profit before Tax was J
373 Crores as against J 282 Crores in the previous
year ended March 31, 2022. Profit after Tax was J 274
Crores as against J 205 Crores in the previous year
ended March 31, 2022.
The Basic EPS of the Company stood at J 36.26 for the
year ended March 31, 2023.
The Company has not transferred any amount to the
reserves during the current financial year.
7. DIVIDEND:
Your Company has a consistent track record of dividend
payment. Continuing with this trend and inline with
the Dividend Distribution Policy of the Company, the
Directors are pleased to recommend a dividend of
J 3.50/- (70%) per equity share of J 5/- each payable to
those shareholders whose name appear in the Register
of Members as on the Book Closure / Record date for
the financial year ended March 31, 2023, subject to the
approval of shareholders at the ensuing Annual General
Meeting. The total outflow on account of equity dividend
will be J 26.48 Crores out of profits of the Company
for the current year, vis a vis J 22.70 Crores paid for
FY 21-22. The dividend if approved by the members at
the forthcoming Annual General Meeting, will be paid
in compliance with applicable provisions of Companies
Act 2013 (âthe Actâ). Dividend Distribution Policy of
the Company is available on http://www.jkumar.com/
content/upload/1/root/dividend-distribution-policy.pdf
8. TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND:
The Company sends intimations to all shareholders
whose dividends are unclaimed so as to ensure that
they receive their rightful dues. Efforts are also made
to co-ordinate with the Registrar and Share Transfer
Agents to locate the shareholders who have not claimed
their dues. During the FY 22-23, the Company has
transferred a sum of J 1,00,956/- (Rupees One Lakh
Nine Hundred and Fifty-Six only) to Investor Education
& Protection Fund related to FY 2014-15, the amount
which was due and payable and remained unclaimed
and unpaid for a period of seven years. Further 465
number of equity shares pertaining to such unclaimed
or unpaid dividend has also been transferred to the
Investor Education and Protection Fund Authority in
accordance with the provisions of Section 124(6) of
the Act read with Rule 6 of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016. The Company has uploaded
the details of unpaid and unclaimed amounts lying with
the Company as on September 20, 2022 (date of Last
Annual General Meeting) on the website of the Company
http://www.ikumar.com/unpaid-dividend-information,
as also on the Ministry of Corporate Affairs website.
In pursuance of Regulation 39 read with Schedule
VI of the Listing Regulations, the details of shares
lying in unclaimed suspense account and unclaimed
shares/dividend transferred to Investor Education
and Protection Fund, are provided in the Report on
Corporate Governance.
9. SHARE CAPITAL:
The Paid-up Share Capital as on March 31, 2023 was
J37.83 Crores. During the Financial Year, the Company
has neither issued any shares nor has granted stock
options or sweat equity. As on March 31, 2023,
99.99 % of the total paid-up capital of the Company
stands in the dematerialized form.
10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
Details of Loans, Guarantees and Investments as
covered under the provisions of Section 186 of the Act
read with Companies (Meetings of Board and its Powers)
Rules, 2014 as at March 31, 2023 are given in the note
no. 5 & 11 to the Audited Financial Statements in this
Annual Report.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Part B of Schedule
V of the Listing Regulations, a detailed review of the
business operations, performance, future outlook,
major events occurred during the year as well as
state of company''s affairs is given in the Management
Discussion and Analysis, which forms part of this report.
12. CORPORATE SOCIAL RESPONSIBILITY
(âCSRâ):
Corporate Social Responsibility has been an integral
part of the way in which your Company does business.
Your Company has made conscious efforts to involve
communities in its development journey and has
received appreciations from the stakeholders, which
gives a sense of pride and an encouragement to
continue this resolve further and better. The Company
considers its economic, environmental and social
responsibility to foster sustainable local development as
well as extend necessary support to the underprivileged
and poor sections of the society. The Board had at its
meeting held on May 30, 2022, approved the Annual
Action Plan of CSR activities to be undertaken during
the year in accordance with the CSR policy of the
Company, which can be accessed at http://www.ikumar.
com/content/upload/1/policies-and-code-of-conduct/
corporate-social-responsibilitv-policv.pdf
On the recommendation of the CSR Committee, the
Company has spent an amount of J 4.05 Crores (Rupees
Four Crores Five Lacs Only) towards CSR expenditure
for the Financial Year ending as on March 31, 2023.
In accordance with the provisions of section 135
of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, an Annual Report on
the CSR activities of the Company along with the CSR
initiatives undertaken during the FY 22-23 is appended
to this Report as âAnnexure - Aâ.
Chief Financial Officer has certified that the funds
disbursed for CSR during the financial year 2023, have
been used for the purpose and in the manner approved
by the Board.
As mandated under Section 135 of the Act, the
Composition of Corporate Social Responsibility
Committee is given in the Report on Corporate
Governance, forming part of this Report. Corporate
Responsibility Policy of the Company is available on
the website of the Company and can be accessed at
http://www.ikumar.com/content/upload/1/policies-
and-code-of-conduct/corporate-social-responsibilitv-
policv.pdf
13. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY, RISK MANAGEMENT AND
COMPLIANCE FRAMEWORK:
The Company has in place adequate Internal
Control System, including Internal Financial Controls,
commensurate with the size, scale and complexity of its
operations as approved by the Audit Committee and
Board. The Internal Financial Controls are adequate
and working effectively.
The scope of the Internal Audit as defined in the Internal
Audit Charter covers the evolution of Internal Control
System. To maintain its obiectivity and independence,
the Internal Auditor reports to the Chairman of the
Audit Committee. The Internal Auditor monitors and
evaluates the efficacy and adequacy of the internal
control system in the Company, its compliance with
operating systems, accounting procedures and policies
at all locations of the Company. Based on the report of
internal auditor, process owners undertake corrective
actions in their respective areas and thereby strengthen
the controls. During the year under review, no material
or serious observation has been received from the
Internal Auditors of the Company for the inefficiency or
inadequacy of such controls.
The Company believes that internal controls are the
prerequisite of governance and all the actions should
be exercised within the framework of checks and
balances. It has laid down an adequate system of
internal controls, policies and procedures for ensuring
orderly and efficient conduct of the 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,
timely preparation of reliable financial disclosures and
to ensure compliance with regulatory requirements.
The internal financial controls are adequate and
operating effectively. Effectiveness of internal financial
controls is ensured through management reviews and
controlled self assessment.
The Company also has Risk Management Policy
and framework in place which defines roles and
responsibilities at various levels of the risk management
process.
Risk Management Committee (âRMCâ) oversees the
implementation of Risk Management Policy as well
as risk management and mitigation framework. Risks
are categorised into Regulatory, Competition, Cyber
Security including Data Security, Economic & Political
Environment, Environmental, Social & Governance Risks
and other critical risks. The Chief Risk Officer engages
with all functional all heads to identify internal and
external events that may have an adverse impact
on the achievement of Company''s objectives and
periodically monitor changes in both internal and
external environment leading to emergence of a new
threat/risk.
Risk Management Policy of the Company can be
accessed at http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/i-kumar-
riskmanagement-policv.pdf.
14. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (âBRSRâ):
SEBI, vide its circular dated May 10, 2021, made filing
of BRSR mandatory for the top 1,000 listed companies
(by market capitalization), replacing the existing
BRR from FY 22-23, while disclosure is voluntary for
FY 21-22.
In compliance with the Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ) read with
SEBI circulars issued from time to time, the BRSR for
the financial year ended March 31, 2023 has been
separately furnished in the Annual Report and forms
a part of the Annual Report. The BRSR has been
prepared in accordance with the format prescribed
by SEBI. It describes various initiatives taken by the
Company from environment, social and governance
perspective.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177(9) of the Act and
the Listing Regulations, the Company has established
a mechanism through which all the stakeholders can
report the suspected frauds and genuine grievances
to the appropriate authority and to encourage and
facilitate employees to report concerns about unethical
behavior, actual/ suspected frauds and violation of
Company''s Code of Conduct or Ethics Policy.
The policy provides for adequate safeguards against
victimization of persons who avail the same and
provides for direct access to the Chairperson of the
Audit Committee. The policy also establishes adequate
mechanism to enable employees report instances
of leak of unpublished price sensitive information.
The Audit Committee of the Company oversees the
implementation of the Whistle-Blower Policy.
The said policy is available on the website of the
Company website: http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/whistle-
blower-policy-iki.pdf
During the year under review the Company has not
received any complaint(s) under the said policy.
The same is reviewed by the Audit Committee from
time to time. No concerns or irregularities have been
reported by employees/directors till date. It is affirmed
that no person has been denied access to the Audit
Committee.
16. DIRECTOR AND KEY MANAGERIAL PERSONNEL
(âKMP"):
The Nomination & Remuneration Committee has been
mandated to review, recommend appointment/s,
terms of appointment/ re-appointment of Director/s
and KMPs based on the Company policies, industry
requirement and business strategy.
DIRECTORS:
POLICIES ON APPOINTMENT AND REMUNERATION
OF DIRECTORS:
Policy for the appointment of Person as âDirectorâ
and evaluation of Directors and Senior Management
Personnel, of the Company can be accessed at http://
www.ikumar.com/content/upload/l/policies-and-
code-of-conduct/policy-on-the-appointment-of-
person-as-director-and-evaluation-of-directors-
and-senior-management personnel.pdf which sets
out guiding principles for selection of persons who are
qualified to become Directors/Independent Directors.
The objective of Policy for Nomination and Remuneration
of Directors and Employees is to ensure that the level
and composition of remuneration is reasonable and
sufficient to attract, retain and motivate the Directors,
KMP and Senior Management employees and the said
policy can be accessed at http://www.ikumar.com/
content/upload/l/policies-and-code-of-conduct/
nomination-and-remuneration-policy.pdf
APPOINTMENTS / RE-APPOINTMENT:
RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152 of the Act, Dr.
Nalin J. Gupta (DIN: 00627832), Managing Director of
the Company, is liable to retire by rotation at the ensuing
Annual General Meeting (âAGMâ) of the Company and
being eligible, he offers himself for re - appointment.
Necessary resolution for his re-appointment is included
in the Notice of AGM for seeking approval of Members.
Additional information, pursuant to Regulations 36(3)
of the Listing Regulations, in respect of the Director
seeking re-appointment in AGM, forms a part of the
Notice. The Board of Directors recommends his re¬
appointment for your approval.
Based on the disclosures received by them, none of the
Directors of the Company are disqualified /debarred
for being appointed as Directors as specified in Section
164(2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules,
2014 and the SEBI Order.
APPOINTMENTS:
Pursuant to the provisions of Section 149, 150, 152 of the
Act read with Schedule IV and Section 161(1) read with
Companies (Appointment and Qualification of Directors)
Rules, 2014, and other applicable provisions, sections,
rules of the Act, (including any statutory modifications
or re-enactment thereof for the time being in force),
and on the recommendation of the Nomination and
Remuneration Committee of the Company the Board
of Directors, have approved the appointment of Mr.
Raghav Chandra (DIN: 00 057760) as Non-Executive
Independent Director, with effect from November 01,
2022.
The Members of the Company have approved the
appointment of Mr. Raghav Chandra (DIN: 0 0057760)
as Non-Executive Independent Director, vide the Postal
Ballot Notice dated November 01, 2022 and the report
from the Scrutinizer dated December 15, 2022.
DEMISE:
With profound sadness and grief, the Directors of the
Company, report the sad demise of Late Mr. P. P. Vora,
Non-Executive Independent Director on August 05,
2022.The Company immensely benefitted from his
leadership during his tenure both as a Member of the
Board of Directors and as a Member of Various Board
Committees. The Board conveys its deep sympathy,
sorrow and condolences to his family and places on
record its deep appreciation of the valuable services
rendered by Mr. P. P. Vora during his tenure on the
Board of the Company.
Declaration by Independent Directors and Senior
Management Personnel on compliance of code
of conduct:
The Company has received and taken on record the
declarations from all the Independent Directors of
the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6)
of the Act, sub rule (1) and (2) of Rule 6 of Companies
(Appointment and Qualification of Directors) Rules,
2014 as amended and Regulation 16(1)(b) of the Listing
Regulations. Based on the confirmation / disclosures
received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive
Directors are Independent.
Mr. Raghav Chandra (w.e.f. November 01, 2022), Mr.
Sidharath Kapur and Mrs. Archana Yadav.
The Company has also received declarations regarding
the compliance of the Code for Independent Directors
as prescribed in Schedule IV to the Act.
The Independent Directors of the Company have
confirmed that they have registered their names in
the Independent Directors database with the Institute
of Corporate Affairs for inclusion of their name in the
data bank for a period of one year, as per the provisions
in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014.
Also Senior Management Personnel, including Executive
Directors have submitted their disclosures under Regulation
23(6) of the Listing Regulations confirming compliance with
the Code of Conduct for Directors and Senior Management
Personnel. The Board is of the opinion that the Independent
Directors possess requisite qualifications, experience and
expertise in the fields of operations, finance, strategy, risk
management and they hold high standards of integrity. Skill
set, expertise & competencies matrix of all the Directors is
provided in the Report on Corporate Governance forming
part of this Annual Report.
Familiarization Programme:
In compliance with the requirements of the Listing
Regulations, the Company undertakes a familiarisation
programme for the Independent Directors to familiarise
them with their roles, rights and responsibilities as
Independent Directors, nature of the industry, the
operations of the Company, business model, risk
management etc. The details of the programme are
hosted on the Company website at: http://www.jkumar.
com/familiarisation-programme/familiarisation-
programme-2022-2023
The Company issues a formal letter of appointment to
the Independent Directors outlining their role, functions,
duties and responsibilities, the format of which is
available on the Company''s website at http://www.
ikumar.com/appointment-letters
Key Managerial Personnel:
In terms of Section 2(51) and 203 of the Act, read with
the Companies (Appointment and Remuneration of
Managerial Personnel), Rules 2014 the following are the
Key Managerial Personnel of the Company as on March
31, 2023:
⢠Mr. Jagdishkumar M. Gupta, Executive Chairman
⢠Mr. Kamal J. Gupta, Managing Director
⢠Dr. Nalin J. Gupta, Managing Director
⢠Mr. Madan Biyani, Chief Financial Officer (with
effect from May 13, 2022)
⢠Mrs. Poornima Reddy, Company Secretary
17. BOARD AND DIRECTOR''S EVALUATION:
Pursuant to the provisions of Section 134(3), Section
149(8) and Schedule IV of the Act read with Regulation
17(10) of the Listing Regulations, Annual Performance
Evaluation of the Board, the Directors as well as
Committees of the Board has been carried out, in
accordance with the Policy on Board Evaluation,
criteria laid down which are in alignment with the best
corporate governance practices and the said policy
of the Company can be accessed at http://www.
ikumar.com/content/upload/1/policies-and-code-of-
conduct/policy-on-the-appointment-of-person-as-
director-and-evaluation-of-directors-and-senior-
management-personnel.pdf
The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on
the basis of criteria such as the board composition and
structure, effectiveness of board processes, information
and functioning, etc.
The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
Members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings,
etc.
Further, at a separate meeting of Independent Directors,
performance of the Directors, the Board as a whole and
the Chairman of the Company was evaluated, taking
into account the views of executive directors and non¬
executive directors.
A consolidated report on performance evaluation was
shared with the Chairman of the Board for his review and
discussion with Board and each Director. The manner
of evaluation of Board of Directors performance and
matters incidental thereto, are detailed in the Report on
Corporate Governance.
The Board has constituted six committees, viz.,
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders'' Relationship Committee,
Risk Management Committee and the Committee of
Directors- Management. All the recommendations
made by these Committees to the Board were accepted
by the Board. Details of committees, its composition,
committee meetings held etc. are provided in the Report
on Corporate Governance.
The Audit Committee of the Board has been constituted
in terms of Regulation 18 of the Listing Regulations
and Section 177 of the Act. The constitution and other
relevant details of the Audit Committee are given
in the Section relating to Corporate Governance
Report forming a part of the Annual Report, All the
recommendations made by the Audit Committee were
accepted by the Board of Directors,
20. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for
selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration,
The Remuneration Policy along with the criteria for
determining the qualification positive attributes,
independence of a director is available on the website
of the Company viz: http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/nomination-
and-remuneration-policy.pdf. the-appointment-of-
person-as-director-and-evaluation-of-directors-and-
senior management-personnel.pdf
During the Financial Year, the Board met on seven
occasions, the Audit Committee met on four occasions,
the Nomination and Remuneration Committee met
on five occasions, the Stakeholders Relationship
Committee met on three occasions, Corporate Social
Responsibility Committee met on three occasions and
Risk Management Committee met on two occasions.
The gap between two consecutive Board Meetings
and Audit Committee Meetings was within the limits
prescribed by the Act and Listing Regulations, 2015.
The details of the meetings with respect to the Board
and Committee meetings and attendance there at as
required under the Secretarial Standard-1 issued by
the Institute of Company Secretaries of India have been
provided in the Corporate Governance Report forming
part of this Annual Report.
22. STATEMENT ON COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS:
The Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.
The Company has in place proper systems to ensure
compliance with the provisions of the applicable
secretarial standards issued by The Institute of
Company Secretaries of India and such systems are
adequate and operating effectively.
23. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief, your Directors
of the Company make the following statements in terms
of Section 134(3)(c) and Section 134(5) of the Act.
i. In the preparation of the Annual Accounts, for the
Financial Year ended March 31, 2023, the applicable
Accounting Standards have been followed and there
is no material departure from the same;
ii. They have selected such accounting policies and
applied them consistently and made iudgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at March 31, 2023 and of the
profit of the Company for the financial year ended
March 31, 2023;
iii. 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;
iv. They have prepared the Annual Accounts for the
year ended March 31, 2023 on a going concern
basis;
v. They had laid down Internal Financial Controls
to be followed by the Company and that such
Internal Financial Controls are adequate and were
operating effectively;
vi. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.
24. RELATED PARTY TRANSACTIONS (âRPTâ)
AND POLICY:
In line with the requirements of the Act and Listing
Regulations, your Company has formulated a Policy
on Related Party Transactions which is available on
Company''s website and can be accessed at http://
www.ikumar.com/content/upload/1/policies-and-code-
ofconduct/policv-on-related-partv-transactions.pdf
This Policy deals with the review and approval of
related party transactions. The Board of Directors
of the Company has approved the criteria for giving
the omnibus approval by the Audit Committee within
the overall framework of the Policy on Related Party
Transactions. Omnibus approval was obtained for
Related Party Transactions which are of repetitive
nature and entered in the ordinary course of business
and at an arm''s length basis.
Pursuant to Regulation 23(3) of the Listing Regulations
and Rule 6A of the Companies (Meetings of Board
and its Powers) Rules, 2014, the Audit Committee
granted omnibus approval to the transactions likely to
be entered into by the Company with related parties
during the year which are of repetitive nature.
All RPTs entered into by the Company during the
financial year were in accordance with the Company''s
Policy on RPTs and in pursuance of approval granted
by the Audit Committee. Pursuant to Regulation 23 of
the Listing Regulations, all Related Party Transactions
were placed before the Audit Committee on a quarterly
basis for their review and approval. There were no
material Related Party Transactions entered into by
the Company during the Financial Year under review.
Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) and Section 188(1)
of the Act in Form AOC-2 is not applicable to your
Company. The related party disclosures as specified
in Para A of Schedule V read with Regulation 34 (3) of
the Listing Regulations are more particularly given in
the para (b) (c) (d) & (e) of note no. 33 to the Financial
Statements which sets out RPT disclosures pursuant to
IND AS-24.Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the reports on
related party transactions with the Stock Exchanges.
None of the KMPs or their relatives has any pecuniary
relationships or transactions vis-a-vis, the Company,
other than their shareholding, if any, in the Company.
25. DEPOSITS / LOAN FROM DIRECTOR:
During the year under review, the Company has not
accepted any deposits from the public within the
meaning of section 73 and 74 of the Act read with the
Companies (Acceptance of Deposits Rules 2014). The
Company has not taken or accepted any loan from
Director/s of the Company during the Financial Year
under consideration.
The Company has a comprehensive Risk Management
framework that seeks to minimize adverse impact
on business objectives and ensure appropriate
identification and treatment of risks. The Company
understands the risk evaluation and risk mitigation
is an ongoing process within the organization and is
fully committed to identify and mitigate the risk in the
business. The identification of risks is done at strategic,
business and operational levels.
The Company has formulated and implemented a Risk
Management policy which can be accessed at http://
www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/i-kumar-risk-management-policv.pdf
in accordance with the Listing Regulations, to identify
and monitor business risk and assist in measures to
control and mitigate such risks.
In accordance with the policy, the risk associated with the
Company''s business is always reviewed and evaluated
by the management team and placed before the Audit
Committee and the Risk Management Committee.
The Committee and Board reviews these risks on a
periodical basis and ensures that mitigation plans are
in place. The Committee and Board is briefed about the
identified risks and mitigation plans undertaken.
The Company through its Risk Management process
aims to contain the risks within the risk appetite. There
are no risks which in the opinion of the Board threaten
the existence of the Company. To further endeavor,
your Board constantly formulates strategies directed
at mitigating these risks which are implemented at the
Executive Management level and a regular update is
provided to the Committee and the Board.
27. AUDITORS AND AUDIT REPORTS:
a) Statutory Auditors:
M/s. Todi Tulsyan & Co., Chartered Accountants
(Firm Registration Number 002180C) as Statutory
Auditors of the Company. At the 22nd AGM held on
September 21, 2021 the members had approved
re-appointment, to hold office for a period of five
years from the conclusion of that AGM till the
conclusion of the 27th AGM, to be held in 2026.
The Auditors'' Report on the financial statements of
the Company for the financial year ended 31 March
2023 is enclosed with the financial statements,
which forms part of this Annual Report. Notes on
financial statement referred to in the Auditor''s
Report are self explanatory and do not call for any
further comments.
The Auditor''s Report on financial statements of
the Company for the Financial Year ended March
31, 2023, does not contain any qualification,
reservation, adverse remark or disclaimer and
therefore, do not call for any further explanations or
comments from the Board under Section 134 (3) (c)
(a) of the Act.
The Statutory Auditors have not reported any
instance of fraud committed in the Company by
its Officers or Employees to the Audit Committee
under section 143(12) of the Act, details of which
needs to be mentioned in this Report.
b) Secretarial Auditor and Audit Report :
Pursuant to the provisions of Section 204(1) of the
Act, the Company has appointed M/s. Dhrumil M.
Shah & Co. LLP Practicing Company Secretaries,
(FCS: 8021 and COP: 8978) to undertake the
Secretarial Audit of the records and documents of
the Company for the financial year ended March
31, 2023. For the Financial Year ended March 31,
2023 the Secretarial Audit Report pursuant to
the said Section and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules,
2014, as issued by Mr. Dhrumil M. Shah (Partner)
of M/s. Dhrumil M. Shah & Co. LLP, Practising
Company Secretaries. (FCS 8021 and COP 8978)
in Form MR-3 is annexed here to and forms part of
this Report âAnnexure-Bâ. The Secretarial Auditors''
Report to the Members of the Company for the
Financial Year ended March 31, 2023 does not
contain any qualification(s), reservation or adverse
observations.
On the recommendations of the Audit Committee,
Board of Directors have appointed M/s. Dhrumil
Shah & Co., LLP, Practicing Company Secretaries,
to conduct the secretarial audit of the Company for
Financial Year ended March 31, 2024. They have
consented and confirmed their eligibility for the said
re appointment.
Annual Secretarial Compliance Report:
The Company has also undertaken an audit for the
FY 2022 - 23 pursuant to SEBI Circular No. CIR/
CFD/ CMO/I/27/2019 dated February 08, 2019
for all applicable compliances as per the Securities
and Exchange Board of India Regulations and
Circular/ Guidelines issued thereunder. The Report
(Annual Secretarial Compliance Report) has been
submitted to the Stock Exchanges.
c) Internal Auditors:
On the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. B.N. Kedia
& Co., Chartered Accountants, (ICAI Registration
No. of the Firm : 01652N) as Internal Auditors of the
Company for the Financial Year 2022-23. M/s. B. N.
Kedia & Co., has conducted the Internal Audit of the
Company. Internal Audit Report was presented in
the each Audit Committee Meeting and the Board
of Directors. No instances of fraud, suspected fraud,
irregularity or failure of internal control systems
of material nature were reported by the internal
auditors during the year.
M/s. B. N. Kedia & Co., has also consented to act
as the Internal Auditor of the Company for the
Financial Year 2023-24.
d) Cost Records:
The Company maintains cost accounts and records
as per the provisions of Section 148(1) of the Act
and the same are audited by the Cost Auditors.
In accordance with Section 148(6) of the Act read
with Rule 6(6) of the Companies (Cost Records and
Audit) Rules, 2014, cost audit report, in Form No.
CRA-4 (in XBRL mode), for the year ended March
31, 2022, was filed with the Ministry of Corporate
Affairs, within the prescribed time.
In compliance with the provisions of Section
148 of the Act read with the Companies (Audit
and Auditors) Rules 2014, and based on the
recommendation of the Audit Committee, the Board
of Directors of the Company has appointed M/s.
Vaibhav Joshi & Associates., Cost & Management
Accountants, (Membership Number: 15797)
(Firm Registration Number: 101329) as the Cost
Auditors of the Company for the FY 22-23 and
FY 23-24, to conduct audit of the cost accounts
and records maintained by the Company to the
extent applicable.
They have confirmed that their appointment is in
accordance with the applicable provisions of the Act
and rules framed thereunder and that they are not
disqualified to be appointed as the Cost Auditors of
the Company for the year ending March 31, 2024.
In accordance with the provisions of Section 148
of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration to be paid
to the Cost Auditor for FY 2024 is required to be
ratified by the members. Accordingly, the Board of
Directors recommends the same for approval by
members at the ensuing AGM. The proposal forms a
part of the notice of the AGM. During the year under
review, the Statutory, Internal, Secretarial and Cost
Auditors have not reported to the Audit Committee,
any instances of fraud committed against the
Company by its officers or employees, the details of
which need to be mentioned in the Directors'' report.
28. REPORT ON CORPORATE GOVERNANCE:
Pursuant to the provisions of Chapter IV read with
Schedule V of the Listing Regulations, a separate section
on Corporate Governance has been incorporated in the
Annual Report for the information of the members of
the Company.
The Corporate Governance Report together with the
Certificate on Corporate Governance issued by Mr.
Dhrumil M. Shah, (FCS: 8021 and COP: 8978) Practicing
Company Secretaries, Partner of M/s. Dhrumil M. Shah
& Co. LLP confirming compliance with the conditions of
Corporate Governance as stipulated under Regulation
34 of the Listing Regulations, 2015.
29. ANNUAL RETURN:
In accordance with Section 92(3) of the Act read with
the Companies (Management and Administration)
Amendment Rules, 2022, the Annual Return in Form
MGT-7 and as referred in Section 134(3)(a) of the Act
for the financial year ended March 31, 2023 is available
on the website of the Company at http://www.ikumar,
com/annual-return/annual-return-2022-2023.
30. PARTICULARS OF EMPLOYEES:
The statement of disclosure of Remuneration under
Section 197(12) of the Act read with the Rule 5(1) and
(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (âRulesâ) as
amended from time-to-time forms part of this report
and is appended as âAnnexure - Câ to this Report.
The information as per the provisions of the above
Section of the Act read with Rule 5(2) and 5(3) of the
Rules is provided in a separate Annexure forming part
of this Report. However, the Annual Report is being
sent to the Members of the Company excluding the said
Annexure. In terms of Section 136 of the Act, the said
Annexure is open for inspection at the Registered Office
of your Company, during working hours from Monday to
Friday as stipulated under Section 136 of the Act. The
same will be made available to interested members
upon getting request.
31. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION:
In view of the nature of activities which are being carried
on by the Company, provisions regarding conservation of
energy and technology read with Section 134(3)(m) of the
Act and Rule 8(3) of the Companies (Accounts) Rules, 2014
are not applicable. However, the Company is committed
to energy conservation at every stage of its operations.
Various steps have been taken to reduce consumption
of electrical energy by monitoring the use of equipment''s,
machinery etc. used in the construction. The Company is in
tune with the changing trends of the modern technology/
machinery to be used in its business.
32. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was Foreign Exchange revenue during the year
under review. In respect of the Foreign Exchange outgo,
disclosure of information as required under section 134
(3) (m) of the Act read with Rule 8 (3) of the Companies
(Accounts) Rules, 2014 is given in below:
|
Particulars |
J (in Crores) |
|
Foreign Exchange Earnings |
11.76 |
|
Foreign Exchange Outgo 82.66 |
|
33. SIGNIFICANT AND MATERIAL ORDERS:
There were no significant and material orders passed
by any Regulators or Courts or Tribunals during the
Financial Year ended March 31, 2023, impacting the
going concern status of the Company and Companies
operation in future.
34. LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock
Exchange of India Ltd. (NSE) and the BSE Ltd. (BSE). The
Company confirms that it has paid the Annual Listing
Fees for the FY 23-24 to NSE and BSE.
35. PREVENTION OF INSIDER TRADING:
Your Company has adopted the Code of Fair Disclosure
and Code of Conduct for regulating the dissemination
of Unpublished Price Sensitive Information and
trading in securities by Insiders. and the same can be
accessed at wwwjkumar.com/content/upload/1/code-
of-conduct-for-prohibition-of-insider-trading/ikil-code-
of-conduct-for-prohibition-of-insider-trading-.pdf
36. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:
The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
constituted Internal Complaints Committee to redress
the complaints received regarding sexual harassment.
The policy is uploaded on the Company''s website at
www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/anti-sexual-harassment-policy
DISCLOSURES AS REQUIRED UNDER SECTION 22 OF
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
Your Company is committed to provide a healthy
environment to all employees that enables them to
work without the fear of prejudice and gender bias. Your
Company has in place a gender-neutral Prevention of
Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
same can be accessed at www.ikumar.com/content/
upload/1/policies-andcode-of-conduct/anti-sexual-
harassment-policy
Your Company through this Policy has constituted a
Committee and has established a grievance procedure
for protection against victimization.
During the year under review, no complaints were
received by the Committee for Redressal.
37. CHANGE IN CREDIT RATING AGENCY:
ICRA Limited has assigned the Company''s Rating
as ICRA A / Stable for fund based limits and for Non
Fund based limits and ICRA A1 for Commercial Paper.
The detail Report on rating is covered in Corporate
Governance Report.
38. CHANGE IN THE NATURE OF BUSINESS
(IF ANY):
There is no material change in the type of business the
Company is carrying.
39. MATERIAL CHANGES AND COMMITMENTS
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:
There were no reportable material changes or
commitment, occurred between the end of the Financial
Year and the date of this report, which may have any
effect on the financial position of the Company.
Your Directors take this opportunity to thank the customers,
vendors, supply chain partners. employees. Financial
Institutions. Banks, Central and State Government.
Regulatory Authorities. Stock Exchanges and all the
various stakeholders for their continued co-operation and
support to the Company and look forward for the same in
equal measure in the coming years.
Place: Mumbai Jagdishkumar M. Gupta
Date: May 23. 2023 Executive Chairman
Mar 31, 2018
Dear Shareholders,
1. The Directors have pleasure in presenting their 19th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2018 together with the Independent Auditorâs Report thereon.
2. Financial Results
(Rs. in Lakh)
|
Particulars |
For the financial year ended March 31, 2018 |
For the financial year ended March 31, 2017 |
|
Revenue from operations |
2,05,071.89 |
1,60,426.14 |
|
Other income |
2,853.14 |
3,110.12 |
|
Total Income |
2,07,925.03 |
1,63,536.26 |
|
Profit before Interest , Depreciation , Exceptional Items and Tax |
34,973.91 |
28,169.41 |
|
Less : Finance Cost |
7,033.77 |
6,619.87 |
|
Profit before Depreciation , Exceptional Items and Tax |
27,940.14 |
21,549.54 |
|
Less : Depreciation and Amortisation Expense |
7,273.57 |
5,564.82 |
|
Profit Before Tax |
20,666.57 |
15,984.72 |
|
Provision for Tax (Including earlier Year Taxation) |
7,011.42 |
5,252.84 |
|
Profit After Tax |
13,655.15 |
10,731.88 |
|
Other comprehensive income/ (loss) for the year |
(32.30) |
17.86 |
|
Total comprehensive income for the year |
13,622.85 |
10,749.74 |
|
Paid up Capital |
3,783.28 |
3,783.28 |
3. Dividend
The Board of Directors have recommended dividend of Rs.2/- per Equity Share of Rs.5/- each fully paid up for the year ended March 31, 2018.
4. Transfer to Reserve
The Company has not transferred any amount to the reserves during the current financial year.
5. Review of Operations of the Company
Revenue from operations for the year at Rs.2,05,071.89 Lakh as compared to ''. 1,60,426.14 Lakh for the previous year ended March 31, 2017. Profit before Tax was Rs.20,666.57 Lakh as against Rs.15,984.72 Lakh in the previous year ended March 31, 2017. Profit after Tax was Rs.13,655.15 Lakh as against Rs.10,731.88 Lakh in the previous year ended March 31, 2017.
6. Share Capital
The Paid-up Equity Share Capital as on March 31, 2018 was Rs.3,783.28 Lakh. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity
7. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 5 & 10 to the Financial Statements.
8. State of Companyâs Affairs Business Review
The details of the Companyâs affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.
9. Corporate Social Responsibility
Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. On the recommendation of the CSR Committee, the Company has spent an amount of Rs.279.85 Lakh as against Rs.298.10 Lakh .
In accordance with the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, an Annual Report on the CSR activities of the Company along with the CSR initiatives undertaken during the Financial Year 2017 - 18 is appended to this Report as âAnnexure-A.â
As mandated under section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.jkumar.com
10. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companyâs capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companyâs operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risk and mitigation actions are placed before the Audit Committee of the Company.
Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regards are more specifically given in the Corporate Governance Report which forms a part of this report.
11. Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
12. Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Report. The said policy is hosted on the website of the Company website www.jkumar.com.
13. Directors / Key Managerial Personnel
Dr. R. Srinivasan, Mr. P.P. Vora, *Mr. Ashwani Kumar and Mr. Ajit Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on September 16, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
*Mr. Ashwani Kumar Independent Director resigned from the Board on September 28, 2018 due to health issues and the same approved by the Board. The Board places on record its appreciation towards valuable contribution made by Mr. Ashwani Kumar during his tenure as a Director of the Company. On the recommendation of the Nomination and Remuneration Committee the Board has appointed Mr. Padam Prakash Jain Independent director on November 14, 2017 and the same is subject to the approval of the shareholders in the 19th Annual General Meeting of the Company.
The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr Jagdishkumar M Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought reappointment. Your Directors recommend re-appointment of his appointment as director.
The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/re-appointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.
14. Board Evaluation
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 read with Schedule IV and other provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its committees and individual directors and that the Independent Directors shall evaluate non-independent Directors and the Chairman of the Board.
The Independent Directors at their meeting held on March 20, 2018, evaluated performance of the Chairman, non-independent directors of the Company and the performance of the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also, carried out evaluation of every Directorâs performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.
15. Audit Committee
The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.
During the year under review, there was no instance wherein the board had not accepted any recommendation of the Audit Committee.
16. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy along with the criteria for determining the qualification positive attributes, independence of a director is available on the website of the Company viz www. jkumar.com.
17. Meetings
During the financial year the Board met on Six occasions, the Audit Committee met on four occasions and the Nomination and Remuneration Committee met on five occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.
18. Directorsâ Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii) your Directors 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 as at March 31, 2018 and its profit for the year ended on that date;
iii) your Directors 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;
iv) your Directors have prepared the Annual Accounts for the year ended March 31, 2018 on a going concern basis;
v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
19. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were on an armâs length basis and in the ordinary course of business. There were no materially significant Related Party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
Since all related party transaction entered into by the company were in the ordinary course of business and were on an armâs length basis, the requirements of furnishing the requisite details in Form AOC-2 is not applicable to the company.
The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the para (b) (c) & (d) of note no 33 to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is hosted on the Companyâs website www.jkumar.com.
None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-a-vis the Company, other than their shareholding, if any, in the Company.
20. Fixed Deposits
Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the Financial Year under review.
21. Auditors
a) Statutory Auditors
M/s Todi Tulsyan & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 4 (four) consecutive years, from the conclusion of the Annual General Meeting held on 28th September, 2017 upto the conclusion of the Annual General meeting to be held in the Year 2021 subject to the ratification by shareholders of the Company at every Annual General Meeting. However, the Companies (Amendment) Act, 2017, has removed the requirement of the Annual ratification of appointment of Statutory Auditors of the Company by the shareholders They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Auditorâs Report on the Financial Statement of the Company for the Financial Year 2017-18, does not contain any qualification, reservation or adverse remark.
The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditor under of Section 143(12) of the Companies Act, 2013.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Virendra Bhatt & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith as â Annexure âBâ.
There were no qualifications, reservations, adverse remarks or disclaimers in the report of Secretarial Auditors of the Company.
c) Cost Auditors
The Board of Directors has appointed M/s Kirit Mehta & Co, Cost & Management Accountants on the recommendation of the Audit Committee, for auditing the cost records of the Company for the Financial Year 2018-19.
In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Kirit Mehta & Co, as Cost Auditors, in included in the Notice convening the 19th Annual General Meeting of the Company.
22. Corporate Governance
The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Dilip Kumar, Practicing Chartered Accountant Member of Todi Tulsyan & Co, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.
23. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure âCâ to this report.
24. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. Except the Executive Chairman and both the Managing Directors of the Company no such employee was in receipt of remuneration as prescribed under the Companies Act 2013. The details of the remuneration of Executive Chairman and both the Managing Directors are already disclosed in the corporate governance report.
The ratio of the remuneration of each Director of the median employees remuneration and other details 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 , is given in âAnnexure âDâ and forms part of this report.
25. Conservation of energy and technology absorption
In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipmentâs, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business
26. Foreign Exchange earnings and outgo
There were Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given here below.
27. Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year March 31, 2018 however The Company had received notice through BSE Ltd and National Stock Exchange Ltd that directions issued by Securities and Exchange Board of India (hereinafter referred to as âSEBIâ of âRegulatorâ) dated August 07, 2017 vide which it had directed the Exchanges to impose certain restrictions on the trading of the Company for suspecting it to be a shell company by placing the Company in Grade VI of the Graded Surveillance Measures. In pursuance of these directions of SEBI, the Exchanges placed the Company in Grade VI of the Graded Surveillance Measures. The appeal preferred by the Company was disposed by the Honâble Tribunal vide its order dated August 11, 2017 passed an interim order in favour of Our Company granting stay on the SEBI Order, as a result of which, the securities of Our Company were removed from the category of Stage VI of GSM, and the trading in the securities of Our Company was resumed on all platform of stock exchanges. Subsequently, the Honâble Tribunal confirmed the interim directions qua Our Company with a direction to SEBI to complete the investigation at the earliest and pass the order.
There were various queries raised by SEBI and Our Company has promptly replied to all the queries raised by SEBI. Thereafter, Our Company attended the hearing before SEBI on November 28, 2017 and January 09, 2018 and made its submissions providing requisite documents as and when sought by SEBI. Our Company has made submissions before SEBI and NSE that Our Company is neither a shell company nor has violated the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ) by misusing the books of accounts/funds by facilitation of accommodation entities and Our Company is presently awaiting the order.
28. Listing with Stock Exchanges
The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE and BSE.
29. Prevention of Insider Trading
Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders.
30. Prevention of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.
31. Change in the Nature of Business (if any)
There is no material change in the type of business the Company is carrying.
32. Material Changes and commitments occurred between the end of the Financial Year and the date of the report
There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company
33. Acknowledgement
The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.
By Order of the Board
Jagdishkumar M. Gupta
Executive Chairman
Place: Mumbai
Date: May 29, 2018
Mar 31, 2017
DIRECTORS'' REPORT
Dear Shareholders,
1. The Directors have pleasure in presenting their 18th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2017 together with the Independent Auditor''s Report thereon.
2. Standalone Financial Results (As per Ind AS)
(Rs, in Lakhs)
|
Particulars |
For the financial year ended 31st March, 2017 |
For the financial year ended 31st March, 2016 |
|
Revenue from Operations |
1,43,749.52 |
1,40,862.85 |
|
Other Income |
2,872.14 |
1,746.82 |
|
Total Income |
1,46,621.66 |
1,42,609.67 |
|
Profit before Interest, Depreciation, Exceptional Items and Tax |
27,635.05 |
26,574.75 |
|
Less: Finance Costs |
6,594.50 |
6,164.85 |
|
Profit before Depreciation, Exceptional Items and Tax |
21,040.55 |
20,409.91 |
|
Less: Depreciation and Amortization Expense |
5,562.91 |
5,120.97 |
|
Profit Before Tax |
15,477.64 |
15,288.94 |
|
Provision for Tax (Including earlier Year Taxation) |
4,926.90 |
5,438.85 |
|
Profit After Tax |
10,550.74 |
9,850.09 |
|
Other comprehensive income/(loss) for the year |
17.86 |
10.42 |
|
Total comprehensive income for the year |
10,568.60 |
9,860.51 |
|
Paid up Capital |
3,783.28 |
3,783.28 |
3. Dividend
The Board of Directors have recommended dividend of Rs, 2 /- per Equity Share of Rs, 5/- each fully paid up for the year ended 31st March, 2017.
4. Transfer to Reserve
The Company has not transferred any amount to the reserves during the current financial year.
5. Review of Operations of the Company
Revenue from standalone operations for the year at Rs, 1,43,749.52 Lakhs as compared to Rs, 1,40,862.85 Lakhs for the previous year ended 31st March, 2016. Profit before Tax was Rs, 15,477.64 Lakhs as against Rs, 15,288.94 Lakhs in the previous year ended 31st March, 2016. Profit after Tax was Rs, 10,550.74 Lakhs as against Rs, 9,850.09 Lakhs in the previous year ended 31st March, 2016.
Revenue from Consolidation for the year at Rs, 1,57,280.66 Lakhs as compared to Rs, 1,50,777.31 Lakhs for the previous year ended 31st March, 2016. Profit before Tax was Rs, 15,779.92 Lakhs as against Rs, 15,297.88 Lakhs in the previous year ended 31st March, 2016. Profit after Tax was Rs, 10,555.66 Lakhs as against Rs, 9,606.45 in the previous year ended 31st March, 2016.
6. Performance and Financial Position of Subsidiary and Joint Ventures.
As required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter referred to as ''Listing regulations, 2015'') and Section 129 of the Companies Act, 2013 (hereinafter referred to as the ''Act''), the Consolidated financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Accounting Standards, form part of this Annual Report.
A statement containing the salient features of the performance and financial position of the said Subsidiary and Joint Ventures as required under Rule 5 of the Companies(Accounts) Rules, 2014 is provided in Form AOC-1- marked as âAnnexure Aâ and forms part of the Consolidate Financial Statements.
7. Share Capital
The Paid-up Equity Share Capital as on March 31, 2017 was Rs, 3,783.28 Lakhs. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity
8. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 10 and 3 to the Financial Statements.
9. State of Company''s Affairs Business Review
The details of the Company''s affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.
10. Corporate Social Responsibility
Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. On the recommendation of the CSR Committee, the Company has spent an amount of Rs, 265 Lakhs as against Rs, 278.33 Lakhs.
In accordance with the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014, an Annual Report on the CSR activities of the Company along with the CSR initiatives undertaken during the Financial Year 2016 - 17 is appended to this Report as âAnnexure-B.â
As mandated under section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.jkumar.com
11. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risk and mitigation actions are placed before the Audit Committee of the Company.
Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regards are more specifically given in the Corporate Governance Report which forms a part of this report.
12. Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
13. Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Report. The said policy is hosted on the website of the Company website www.jkumar.com.
14. Directors / Key Managerial Personnel
Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajith Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 16th September, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mrs. Kusum J Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought re-appointment. Your Directors recommend re-appointment of her appointment as director.
15. Board Evaluation
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 read with Schedule IV and other provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its committees and individual directors and that the Independent Directors shall evaluate non-independent Directors and the Chairman of the Board.
The Independent Directors at their meeting held on 28th March, 2017, evaluated performance of the Chairman, non-independent directors of the Company and the performance of the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also, carried out evaluation of every Director''s performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.
16. Audit Committee
The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.
During the year under review, there was no instance wherein the board had not accepted any recommendation of the Audit Committee.
17. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy along with the criteria for determining the qualification positive attributes, independence of a director is available on the website of the Company viz www.jkumar.com.
18. Meetings
During the financial year the Board met on Six occasions, the Audit Committee met on five occasions and the Nomination and Remuneration Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.
19. Directors'' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii) your Directors 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 as at 31st March, 2017 and its profit for the year ended on that date;
iii) your Directors 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;
iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2017 on a going concern basis;
v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
20. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the para C & D of note no 32 to the Standalone Financial Statements.
The policy on Related Party Transactions as approved by the Board is hosted on the Company''s website www.jkumar.com.
None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-a-vis the Company, other than their shareholding, if any, in the Company.
Since all related party transaction entered into by the company were in the ordinary course of business and were on an armâs length basis, the requirement of furnishing the requisite details in Form AOC - 2 is not applicable to the company.
21. Fixed Deposits
Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the Financial Year under review.
22. Auditors
a) Statutory Auditors
The Statutory Auditors, M/s. Gupta Saharia & Co, Charted Accountants, Chartered Accountants, Mumbai (Firm Registration No. 103446W) have completed their maximum permissible tenure in terms of the provisions of Section 139 (2) of the Companies Act, 2013. In view of this, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommended to the members of the Company the appointment of present joint statutory auditors, M/s Todi Tulsyan & Co Chartered Accountants, having Firm Registration No. 002180C were appointed the joint statutory auditors of the Company at the 17th Annual General Meeting held on 20th September 2016, for a period of one year from the conclusion of the 17th Annual General Meeting held on 20th September 2016 until the conclusion of 18th Annual General meeting to be held on 28th September 2017, as the Statutory Auditors of the Company for a period of 4 (four) years commencing from conclusion of this Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in the year 2021. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for appointment as per the provisions of the Act. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Board recommends their appointment as Statutory Auditors to audit the accounts of the Company for a period of 4 (four) years commencing from the Financial Year 2017-18 to 202021, subject to ratification of their appointment by the members of the Company at every Annual General Meeting.
The Auditor''s Report on the Standalone Financial Statement and Consolidated Financial Statements of the Company for the Financial Year 2016-17, does not contain any qualification, reservation or adverse remark.
The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditor under of Section 143(12) of the Companies Act, 2013
The board places on records its sincere appreciation of services rendered by M/s Gupta Saharia & Company, Chartered Accountant, during the tenure as the statutory auditor of the company.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Virendra Bhatt & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith as â Annexure âCâ.
There were no qualifications, reservations, adverse remarks or disclaimers in the report of Secretarial Auditors of the Company
23. Corporate Governance
The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Pawan Gupta, Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.
24. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure âDâ to this report.
25. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. Except the Executive Chairman and both the Managing Directors of the Company no such employee was in receipt of remuneration as prescribed under the Companies Act 2013. The details of the remuneration of Executive Chairman and both the Managing Directors are already disclosed in the corporate governance report.
The ratio of the remuneration of each Director of the median employeeâs remuneration and other details 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, is given in âAnnexure âEâ and forms part of this report.
26. Conservation of energy and technology absorption
In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipment''s, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business
27. Foreign Exchange earnings and outgo
There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No. 47 of Notes forming part of the financial Statements.
28. Business Responsibility Report.
As required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments Regulations, 2015), the Business Responsibility Report forms part of this Annual Report.
29. Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year 31st March, 2016 however MCGM (Municipal Corporation of Greater Mumbai) has finalized their enquiry and investigation reports and issued orders under No:Dir/ES&P/493/cont, to M/s J. Kumar Infraprojects Ltd-K.R.Construction (J.V) and M/s J. Kumar Infraporjects Ltd (Who is the lead partner in the Joint Venture) and M/s K.R. Constructions who are the partners of the joint venture are deregistered for the period of 7 (Seven) Years from the date of serving of this order on them and hence, blacklisted for 7 (Seven) Years from competing, entering in any contract with and for carrying out any work with MCGM and supply to MCGM departments along with Directors of M/s J. Kumar Infraprojects Limited namely Mr. Jagdishkumar Madanlal Gupta, Mr. Kamal Jagdish Gupta and Mr. Nalin Jagdish Gupta, and their Authorized Signatories as per Rules Governing the Registration of Contractor/s for Civil, Mechanical Electrical and Electronics Engineering Works- 2015. However the Company has made an appeal to the Municipal Commissioner of MCGM and awaiting the decision of the commissioner of MCGM, the work order of MCGM is 3% of total work order, hence the impact of the company''s operations are at minuscule.
30. Listing with Stock Exchanges
The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE)and BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to NSE and BSE.
31. Prevention of Insider Trading
Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders.
32. Prevention of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.
33. Change in the Nature of Business (if any)
There is no material change in the type of business the Company is carrying.
34. Material Changes and commitments occurred between the end of the Financial Year and the date of the report
There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company
35. Acknowledgement
The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.
By Order of the Board
Jagdishkumar M. Gupta
Executive Chairman
Place : Mumbai
Date : 29th May, 2017
Mar 31, 2016
Dear Shareholders,
1. The Directors have pleasure in presenting their Seventeenth Annual Report and the Companyâs Audited Financial Statements of Accounts for the financial year ended 31st March, 2016 together with the Auditorâs Report thereon.
2. Financial Results
(Rs. in Lakh)
|
2015-2016 |
2014-2015 |
|
|
Turnover |
140,862.85 |
134,318.56 |
|
Profit before Interest, Depreciation and Tax |
26,603.97 |
26,360.56 |
|
Less: Finance Charges |
6,105.80 |
7,676.30 |
|
Depreciation |
5,120.97 |
4,735.23 |
|
Other Income |
1,765.62 |
1,304.82 |
|
Profit Before Tax |
15,377.20 |
13,949.03 |
|
Less : Tax Expenses |
||
|
Current Tax |
4,680.00 |
3,890.00 |
|
Deferred Tax |
381.04 |
620.41 |
|
Profit After Tax |
10,316.16 |
9,438.62 |
|
Profit Brought Forward from Previous Year |
40,554.48 |
33,805.36 |
|
Net Profit available for appropriation |
50,870.64 |
43,243.98 |
|
Appropriation : |
||
|
Less: |
||
|
Transfer to General Reserve |
1,031.62 |
943.86 |
|
Dividend Paid |
- |
194.14 |
|
Proposed Dividend on Equity Shares |
1,513.31 |
1,289.05 |
|
Dividend Distribution Tax Thereon |
308.08 |
262.45 |
|
Balance carried to the Balance Sheet |
48,017.63 |
40,554.48 |
3. Review of Operations of the Company
During the year under review revenue from operations for the year ended 31st March 2016 at Rs. 140,862.85 Lakh as compared to Rs.1,34,318.56 Lakh for the previous year ended 31st March, 2015. EBIDTA margin was 18.89% as compared to 19.63% previous year ended 31st March, 2015, which slightly declined due to the fact that major tunneling work of DMRC projects were completed in FY 14-15 and partially completed in FY 15-16 and started stations civil work. Margin on tunneling work is much higher compare to stations civil work. Profit before Tax was Rs. 15,377.20 Lakh as against Rs. 13,949.03 Lakh in the previous year ended 31st March, 2015. Profit after Tax was Rs. 10,316.16 Lakh as against Rs. 9,438.62 Lakh in the previous year ended 31st March, 2015.
4. Share Capital QIP Issue:
During the year under review, in accordance with the approval of the members at the 16th Annual General Meeting held on 15th September 2015, the Company had issued and allotted 56,06,548 Equity shares of Rs. 10/- each at a price of Rs. 730/- per share (including security premium of Rs.720 per share ) aggregating Rs. 409.28 Crore to the Qualified Institutional investors as determined through SEBI prescribed formula/guidelines on 30th October 2015.
Paid up Capital
With the Issue and allotment of shares to the Qualified Institutional Investors the Paid up Capital increased from 3,22,26,205 Equity Shares of Rs.10/- each to 3,78,32,753 Equity Shares of Rs. 10/- each.
Sub-Division of Equity Shares and Amendment to Memorandum of Association:
With a view to broad investor base to encourage the participation of the small investors and also to increase the liquidity of Equity Shares of the Company, the Board of Directors at their Meeting held on 28th June 2015 had approved the sub-division of each Equity Share of face value of Rs. 10/- (Rupees Ten Only) of the Company into 2 (Two) Equity Shares of face value of Rs. 5/- (Rupees Five Only) each subject to approval of members. The Members of the Company have approved the said sub-division at the 16th Annual General Meeting on 1541 September 2015.
|
Particulars |
Before Sub - Division |
After Sub - Division |
||||
|
No of Shares |
F ace Value (in Rs.) |
Amount (in Rs.) |
No of Shares |
Face Value (in Rs.) |
Amount (in Rs.) |
|
|
Authorized Share Capital |
4,00,00,000 |
10/- |
40,00,00,000 |
8,00,00,000 |
5/- |
40,00,00,000 |
|
Issued, Subscribed and Paid-up Capital |
3,78,32,753 |
10/- |
37,83,27,530 |
7,56,65,506 |
5/- |
37,83,27,530 |
Further pursuant to sub-division of Equity Share of the Company, Clause V (A) of the Memorandum of Association of the Company was amended in order to reflect the alteration in the Authorised Share Capital of the Company as aforesaid.
5. Dividend
The Board of Directors have recommended dividend of Rs. 2 /- per Equity Share of Rs. 5/- each fully paid up for the year ended 31st March, 2016.
6. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 34 to the Financial Statements.
7. State of Companyâs Affairs Business Review
The details of the Companyâs affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended here in this report.
8. Corporate Social Responsibility
Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. In view of the recommendation of the CSR Committee, the Company has spent an amount of Rs. 376.20 Lakh as against Rs. 249.94 Lakh.
In accordance with the provisions of section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under an Annual report on the CSR activities of the Company along with the CSR initiatives undertaken during the financial year 2015-16 is enclosed to this report in Annexure âAâ.
9. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companyâs capacity to create sustainable value is the risks ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companyâs operating environment and emerges on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage.
Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of Section 134 of the Companies Act, 2013 and Rules framed there under.
10. Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
11. Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Companyâs website www.jkumar.com.
12. Directors / Key Managerial Personnel
Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajit Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 16th September, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr. Nalin J Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought reappointment. Members are requested to consider his appointment as director.
13. Board Evaluation
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 read with Schedule IV and other provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its committees and individual directors and that the Independent Directors shall evaluate non-independent Directors and the Chairman of the Board.
The Independent Directors at their meeting held on 28th March, 2016, evaluated performance of the Chairman, non-independent directors of the Company and the performance of the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee at its meeting held on 28th March, 2016, prior to the Board Meeting held on that day, carried out an evaluation of every directorâs performance and the Board at its meeting held on even date carried out formal annual evaluation of its own performance and that of its committees and individual directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
14. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy along with the criteria for determining the qualification positive attributes, independence of a director is available on the website of the Company viz www.jkumar.com. Disclosure on remuneration of the managerial personnel refer âAnnexure âBâ.
15. Meetings
During the financial year the Board met on Seven occasions, the Audit Committee met on four occasions and the Nomination and Remuneration Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.
16. Directorsâ Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii) your Directors 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 as at 31st March, 2016 and its profit for the year ended on that date;
iii) your Directors 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;
iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2016 on a going concern basis;
v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
17. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were on an armâs length basis and in the ordinary course of business. There are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that are of repetitive in nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Hence Form No AOC -2 is not requiredâ
18. Fixed Deposits
Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the Financial Year under review.
19. Auditors
a) Statutory Auditors
The Statutory Auditors, M/s. Gupta Saharia & Co, Charted Accountants, retire at this Annual General Meeting and are eligible for reappointment. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act. As required under Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2016-2017.
The Auditorâs Report on the Financial Statement of the Company for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.
The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditor under of Section 143(12) of the Companies Act, 2013
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Virendra Bhatt & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith as âAnnexure âCâ.
There were no qualifications, reservations, adverse remarks or disclaimers in the report of Secretarial Auditors of the Company.
c) Cost Auditors
In compliance with the provisions of section 148 of the Companies Act, 2013 the Board of Directors of the Company appointed Kirti Mehta & Co., Cost Accountant as the Cost Auditor of the Company for the financial year 2016-17.
d) Appointment of Joint Statutory Auditors
As per Section 133 of the Companies Act, 2013 (Companies Act) read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules), Company and its Auditors are required to comply with the Indian Accounting Standards (Ind AS) specified under the Ind AS Rules in preparation of financial statements and audit respectively for the accounting periods beginning on or after 1st April 2016, with the comparatives for the periods ending on 31st March, 2017.
In view of the above, there is likely to be significant increase in the scope of Gupta Saharia & Co Chartered Accountants work with respect to manner of reporting of financial statements, additional disclosure requirements, manner of preparing financial statements of Companyâs holding, joint venture etc. In order to ensure that the transition to Ind AS does not disrupt the present operations of the Company, your Directors believe that there is need to establish a mechanism to ensure seamless transition to the Ind AS regime. There is also requirement to report on Internal Financial Controls under Section 14 (3) (i) of the Companies Act, 2013 by the Statutory Auditors.
In consultation with the Audit Committee Directors appointed M/s Todi Tulsyan & Co., Chartered Accountants, Mumbai, (ICAI Firm Registration No 002180C) as Joint Statutory Auditor of the Company in addition to existing Statutory Auditor i.e. M/s Gupta Saharia & Co., Chartered Accountants (Firm Registration No 103446W) to hold office till the conclusion of the next Annual General Meeting to be held in the calendar year 2017.
20. Corporate Governance
The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Pawan Gupta, Practicing Chartered Accountant Practicing as statutory auditor of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.
21. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure âDâ to this report.
22. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. Except the Executive Chairman and both the Managing Directors of the Company no such employee was in receipt of remuneration as prescribed under the Companies Act 2013. The details of the remuneration of Executive Chairman and both the Managing Directors are already disclosed in the corporate governance report.
23. Conservation of energy and technology absorption
In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipmentâs, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business
24. Foreign Exchange earnings and outgo
There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No. 45 of Notes forming part of the financial Statements.
25. Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year 31st March, 2016 impacting the going concern status and companyâs operations in future
26. Listing with Stock Exchanges
The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to NSE and BSE.
27. Prevention of Insider Trading
Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders.
28. Prevention of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.
29. Credit Rating
The Companyâs Financial discipline and prudence is reflected in the strong credit rating ascribed by the Rating agency as âIND A â by India Ratings.
30. Acknowledgment
The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.
By Order of the Board
Jagdishkumar M. Gupta
Executive Chairman
DIN No. 01112887
Place: Mumbai
Date: 24th May, 2016
Mar 31, 2015
Dear Members,
1. The Directors have pleasure in presenting their 16th Annual Report
together with the Audited Financial Statements of Accounts for the year
ended 31st March, 2015 together with the Auditor''s Report thereon.
2. Financial Highlights
(Rs. in Lacs)
2014-2015 2013-2014
Profit before Interest, Depreciation & Tax 26,360.56 21,663.01
Less: Depreciation 4,735.23 3,476.02
Interest 7,676.30 5,763.72
Profit before Tax 13,949.03 12,423.28
Less: Tax Expenses
Current Year 3,890.00 3,826.00
DeferredTax 620.41 192.26
Profit after Tax 9,438.62 8,405.02
Balance brought forward from previous year 33,805.36 27460.56
Amount Available for Appropriation 43,243.98 35,865.58
Appropriations
Dividend Paid 194.14 -
Proposed Dividend on Equity shares 1,289.05 1,042.55
Tax on Dividend 262.45 177.18
Transfer to General Reserve 943.86 840.50
Balance Carried to Balance Sheet 40,554.48 33,805.36
Earnings per Share (in Rs.)
(Equity shares of face value ofRs. 10/-) 31.71 30.23
3. Operations of the Company
During the year ended 31st March, 2015, your Company has earned income
of Rs. 1,35,623.38 Lacs as compared to Rs. 1,19,759.16 Lacs for the
previous year ended 31st March, 2014. Profit before Tax was Rs.
13,949.03 Lacs as against Rs.12,423.28 Lacs in the previous year ended
31st March, 2014. Profit after Tax was Rs. 9,438.62 Lacs as against Rs.
8,405.02 Lacs in the previous year ended 31st March, 2014.
4. Share Capital
Qualified Institutional Placement (QIP ) Issue:
During the year under review, in accordance with your approval through
Postal Ballot on 14th July 2014, the Company had issued and allotted on
23rd July 2014, 44,25,000 Equity shares of Rs. 10/- each at a price of
Rs 309.98/- per share ( including securities premium of Rs. 299.98/-
per share ) aggregating Rs. 137.17 Crores to the Qualified
Institutional investors as determined through SEBI prescribed
formula/guidelines.
Paid up Capital
With the Issue and allotment of shares to the Qualified Institutional
Investors the Paid up Capital increased from 2,78,01,205 Equity Shares
of Rs. 10/- each to 3,22,26,205 Equity Shares ofRs. 10/- each
5. Dividend and Transferred to Reserves
Your Directors have recommended dividend of Rs. 4/- per Equity Share of
Rs. 10/- each fully paid up for the year ended 31st March, 2015. The
Company transferred Rs.943.86 lacs to General Reserves.
6. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
note no. 34 to the Financial Statements.
7. State of Company''s Affairs Business Review
The details of the Company''s affairs including its operations and
projects are more specifically given in the Management Discussion and
Analysis Report, which is appended to this report, as required by
Clause 49 of the Listing Agreement entered into with the Stock
Exchanges.
8. Corporate Social Responsibility
Corporate Social Responsibility has been an integral part of the way in
which your company does business. Your Company has made conscious
efforts to involve communities in its development j ourney and has
received appreciations from the stakeholders, which gives a sense of
pride and an encouragement to continue this resolve further and better.
On the recommendation of the CSR Committee, the Company has spent an
amount of Rs. 100 Lakhs as against Rs. 224.40 Lakhs.
In accordance with the provisions of section 135 of the Companies Act,
2013 read with The Companies (Corporate Social Responsibility Policy)
Rules, 2014 made thereunder an Annual report on the CSR activities of
the Company alongwith the CSR initiatives undertaken during the
financial year 2014-15 is enclosed to this report in Annexure "A".
9. Business Risk Management
Pursuant to Clause 49 of the Listing Agreement, the Company has
constituted a Risk Management Committee (RMC). The details of Committee
and its terms of reference are set out in the Corporate Governance
Report.
The Company has a robust Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage.
The business risk framework defines the risk identification and its
management approach across the enterprise at various levels including
documentation and reporting. The framework helps in identifying risks
trend, exposure and potential impact analysis on a Company''s business.
10. Internal Control Systems and their Adequacy
The Company has an internal financial control system commensurate with
the size and scale of its operations and the same has been operating
effectively. The Internal Auditor evaluates the efficacy and adequacy
of internal control system, accounting procedures and policies adopted
by the Company for efficient conduct of its business, adherence to
Company''s policies, safeguarding of Company''s assets, prevention and
detection of frauds and errors and timely preparation of reliable
financial information etc. Based on the report of internal audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
11. Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Whistle Blower Policy for directors and
employees to report genuine concerns and to provide for adequate
safeguards against victimization of persons who may use such mechanism.
The said policy is posted on the Company''s website www.jkumar.com.
12. Directors / Key Managerial Personnel
Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajit Singh
Chatha were appointed as Independent Directors of the Company for a
period of five years at the Annual General Meeting (AGM) of the Company
held on 16th September, 2014. All Independent Directors have given
declarations that they meet the criteria of Independence as laid down
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
The Company has complied with the requirement of having Key Managerial
Personnel as per the provisions of section 203 of the Companies Act,
2013.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association Mr. Kamal J Gupta who is retiring by rotation
at this Annual General Meeting (AGM) and has sought reappointment.
Members are requested to consider his appointment as director.
13. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report refer Annexure B for
disclosure on remuneration of the managerial personnel.
14. Meetings
During the year Eight Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report.
15. Directors'' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we
hereby state that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) your Directors 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 as at 31st March, 2015 and its profit for the year ended
on that date;
iii) your Directors 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;
iv) your Directors have prepared the Annual Accounts for the year ended
31st March, 2015 on a going concern basis;
v) your Directors have laid down internal financial controls which are
followed by the Company and that such internal financial controls are
adequate and are operating effectively.
vi) your Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
16. Related Party Transactions
Company had entered a Contract/Purchase Agreement with J. Kumar
Developers Limited for the purpose of purchase of Corporate Office
space and entered into an MOU and also entered Leave and License
agreement with J. Kumar & Co., Mr. Jagdishkumar M. Gupta and Mr. Kamal
J. Gupta for premises of Unit no 16-A, 14,134,145 and 146 for business
purpose and the same was approved by the Members through Postal Ballot
dated 20th May 2014 on 3rd July 2014 and these transactions were
carried out as part of the business requirements of the company and
would be on an arm''s length basis and were in the ordinary course of
business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. The Company has framed a Related Party
Transactions Policy for purpose of identification and monitoring of
such transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company. Since
all the related party transactions entered into by the Company were in
the ordinary course of business and were on arms length basis, the
requirement of furnishing the requisite details in form AOC-2 is not
applicable to the Company.
17. Auditors
a) Statutory Auditors
The Statutory Auditors, M/s. Gupta Saharia & Co, Chartered
Accountants., retire at this Annual General Meeting and are eligible
for re-appointment. The Company has received a confirmation letter from
the Auditors to the effect that their re-appointment, if made, will be
within the prescribed limits under of the Companies Act, 2013 and that
they are not disqualified for re-appointment within the meaning of the
said Act. As required under Clause 49 of the Listing Agreement, the
auditors have also confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered Accountants of
India. Your Board recommends their reappointment as Auditors to audit
the accounts of the Company for the financial year 2015-2016. The notes
of financial statements referred to in the Auditors Report are self
explanatory and do not call for any further comments. The Auditors''
Report does not contain any qualification, observation or adverse
remarks.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Mohd Akram &
Co., Company Secretary in practice, to undertake the Secretarial Audit
of the Company. Your report on the Secretarial Audit is annexed
herewith as " Annexure "C".
c) Cost Auditors
In compliance with the provisions of section 148 of the Companies Act,
2013 the Board of Directors of the Company appointed Kirti Mehta & Co.,
Cost Accountant as the Cost Auditor of the Company for the financial
year 2014-15.
18. Corporate Governance
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended together with a Certificate on
Corporate Governance issued by the Statutory Auditor of the Company
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49.
19. Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure "D" to this report.
20. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, except the
Executive Chairman and both the Managing Directors of the Company no
such employee was in receipt of remuneration as prescribed under the
Companies Act 2013. The details of the remuneration of Executive
Chairman and both the Managing Directors are disclosed in the corporate
governance report.
21. Conservation of energy and technology absorption
In view of the nature of activities which are being carried out by the
Company, provisions regarding conservation of energy and technology
read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of
the Companies (Accounts) Rules, 2014 are not applicable. However, the
Company is committed to energy conservation at every stage of its
operations. Various steps have been taken to reduce consumption of
electrical energy by monitoring the use of equipment''s, machinery etc.
used in the construction. The Company is in tune with the changing
trends of the modern technology/ machinery to be used in its business
22. Foreign Exchange earnings and outgo
There were no Foreign Exchange earnings during the year under review.
In respect of the Foreign Exchange outgo, disclosure of information as
required under section 134 (3) (m) of Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No.
45 of Notes forming part of the financial Statements.
23. Listing with Stock Exchanges
The shares of the Company are listed on National Stock Exchange of
India Ltd. (NSE) and BSE Ltd. The Company confirms that it has paid the
Annual Listing Fees for the year 2015-16 to NSE and BSE.
24. Prevention of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has
constituted Internal Complaints Committee (ICC) to redress the
complaints received regarding sexual harassment. During the year under
review, no complaints were received by the Committee for Redressal
25. Credit Rating
The Company''s Financial discipline and prudence is reflected in the
strong credit rating ascribed by the Rating agency as "IND A" by India
Ratings .
26. Acknowledgment
Your Directors express their deep gratitude and thank the Central and
State Governments as well as their respective Departments and
Development Authorities connected with the business of the Company,
contractors and consultants and also Banks, Financial Institutions,
shareholders and employees of the Company for their continued support
and encouragement.
For and on behalf of the Board
Jagdishkumar M. Gupta
Date: 29th May, 2015 Executive Chairman
Place : Mumbai DIN No. : 01112887
Mar 31, 2014
TO THE MEMBERS:
The Directors have great pleasure in presenting this 15th Annual
Report together with the Audited Accounts for the year ended 31st March
2014.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
2013-2014 2012-2013
Profit before Interest, Depreciation & Tax 21,663.02 17,622.92
Less: Depreciation 3,476.02 2,441.06
Interest 5,763.72 4,063.75
Profit before Tax 12,423.28 11,118.11
Less: Tax Expenses
Current Year 3,826.00 3,455.00
Deferred Tax 192.26 88.83
Profit/Loss After Tax 8,405.02 7,574.29
Balance brought forward from previous year 27,460.56 21,774.59
Amount Available for Appropriation 35,865.58 29,348.88
Appropriations
Dividend on Equity shares 1,042.55 973.04
Tax on Dividend 177.18 157.85
Transfer to General Reserve 840.50 757.43
Balance Carried to Balance Sheet 33,805.36 27,460.56
Earnings per Share (In Rs)
(equity shares of face value of Rs 10/-each) 30.23 27.24
OUT LOOK:
The overall infra growth environment for the construction sector during
the year gone by was very challenging. But your Company, with its
strong execution capabilities and strong balance sheet has sailed
steadily through these difficult times. Government has recently taken a
number of measures to fast track infrastructure growth and a few
encouraging signs are already visible. The inflation though sticky,
with tight liquidity scenario, is expected to cool in the coming
months. This may lead to a fall in interest rate in the system. Your
Company has already built a strong and diversified order book of Rs.
4,15,318.36 Lakh( including L1 ) for the year, which, gives it good
revenue visibility for more than two years. It is expected that the
years ahead would bring great opportunities in the key business areas
that your Company is focused in.
Business Review:
During the year under review, your Company has posted a income of
Rs.1,19,759.16 lacs, as compared to Rs. 1,00,953.46 lacs in the
previous Financial Year. The Company recorded a net profit of Rs.
8,405.02 lacs as against Rs. 7,574.29 lacs in the corresponding
previous financial year.
Your Directors are pleased to inform that during the year under report,
the Company has secured the following major contracts:
Sl.
No. Name of the Project Nature of Work Amount of
Contract
(Rs. in Lacs)
1 W266 Concreting of various roads
in Western Suburbs Road Work 20,493.83
2 Design and Construction Flyover
Grade Separator will All Allied
Work Including Transportation and
Enginering Work 10,926.10
Shifting of Utilities at KSB Chowk
3 Increase the Scope of Jogeswari
ROB Work Road Work 9,986.14
4 Construction of Bridge Over Mulla
River Near Balewadi Survey No.
46/47 Pune Transportation and
Enginering Work 3145.00
5 Design And Construction of
Flyover at Kherwadi Junction,
Bandra East , Mumbai Transportation and
Enginering Work 2200.00
TOTAL 46,751.07
The total balance value of works in hand as on March 31, 2014 is Rs
4,15,318.36 Lakhs ( including L1 )
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs 3.75/- per
share i.e 37.50% (Previous year''s dividend was 35.00%) on the Company''s
Equity Paid up share capital of Rs 278,012,050/- (previous year''s
capital of Rs 278,012,050/-).
DIRECTORS:
Shri Jagdishkumar Gupta, is liable to retire by rotation at the ensuing
Annual General Meeting and are eligible for re-appointment.
The Board of Directors at their meeting held on 13th February 2014
appointed Mr. Ajith Singh Chatha as an Additional Director of the
Company with effect from 13th February 2014. Mr. Ajith Singh Chatha
holds office up to the date of the forthcoming Annual General Meeting
of the Company and is eligible for reappointment.
The Board of Directors at their meeting held on 20th May 2014 appointed
Mrs Kusum J Gupta as an Additional Director of the Company with effect
from 20th May 2014. Mrs Kusum J Gupta holds office up to the date of
the forthcoming Annual General Meeting of the Company and is eligible
for reappointment. Details of the proposal for appointment of Mrs Kusum
J Gupta are mentioned in the explanatory Statement under Section 102 of
the Companies Act 2013 of the Notice of 15th Annual General meeting of
the Company.
In modification of the earlier resolution passed by the shareholders at
the Annual General Meeting of the Company held on September 21, 2010
The Board of Directors of the Company (the ''Board''), are seeking
appointment of Mr. Jagdishkumar M. Gupta as Executive Chairman retiring
by rotation, and both Mr. Kamal J Gupta and Mr. Nalin J Gupta as
Managing Directors retiring by rotation for a period of 5 (five) years
with effect from 20th May 2014 Details of the proposal for appointment
of Mr. Jagdishkumar M. Gupta, Mr. Kamal J Gupta and Mr. Nalin J Gupta
are mentioned in the explanatory Statement under Section 102 of the
Companies Act 2013 of the Notice of 15th Annual General meeting of the
Company.
In accordance with the provisions of Section 149 of the Companies Act,
2013, your Board of Directors are seeking the appointment of Dr. R.
Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar
as Independent Directors for 5 (five) consecutive years for a term upto
the conclusion of the 20th Annual General Meeting of the Company in the
calendar year 2019.
The Company has received Notices under Section 160 of the Companies
Act, 2013 from members signifying their intention to propose Dr. R.
Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar
as a candidate for the office of Independent Director at the ensuing
Annual General meeting.
The Company has also receive the requisite disclosure/declarations from
Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr.
Ashwani Kumar as required under Section 149 and other applicable
provisions of the Companies Act, 2013.
A brief profile of the above Directors containing details of their
qualifications, expertise, other directorships, committee memberships
etc, has been given in the Explanatory Statement to the Notice of the
ensuing Annual General Meeting of the Company.
AUDITORS:
M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing annual general meeting, and being
eligible, offer themselves for re-appointment.
The retiring auditors M/s. Gupa Saharia & Co. offers himself for
re-appointment.
The Audit Committee and the Board of Director recommends the
re-appointment of M/s Gupta Saharia & Co, Chartered Accountants as the
Auditors of the Company.
AUDITORS REPORT:
The Auditor''s Report to the shareholders does not contain any
qualification.
DEPOSITS:
The Company has not accepted deposits by way of invitation to the
public and therefore, provisions of Section 58A of the Companies Act,
1956 are not applicable to the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As stipulated in Section 217(2AA) of the Companies Act, 1956 your
Directors confirm that:
i in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures; ii. the selected accounting policies were applied
consistently and the Directors 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 as at March 31, 2014 and of the Profits of
the Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis.
ACCREDITING
Striving to maintain Design and Engineering Procurement, Construction,
Consultancy and Related Services for Infrastructure Projects including
Bridges, Flyovers, Buildings, Roads and structures according to the
Client Specified Requirements. The Company has upgraded its Quality
Management Systems to the international standards as per ISO 9001:2008.
Apart from that company has got the ISO 14001:2004 and OHSAS 18001:
2007 for Environmental Management System and Occupational Health and
Safety Management Systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
ON CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Company''s Auditors
confirming compliance forms part of this Report.
STATUTORY INFORMATION
The particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are required to be annexed to the Directors'' Report,
however no such employee was in the receipt of remuneration as
prescribed u/s 217(2A)(a).
Information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is given in the annexure to this Report.
INDUSTRIAL RELATIONS:
The Industrial relations of your Company have been cordial during the
year. Your Directors wish to place on record the commitment and
involvement of the employees at all levels and looks forward to their
continued co-operation.
ACKNOWLEDGMENTS
Your Board of Directors would like to acknowledge and place on record
their sincere appreciation to all the stake holders Clients, Financial
Institutions, Banks, Central and State Governments, the Company''s
valued investors and all other business partners for their continued
co-operation and excellent support received during the year.
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees
The Board of Directors is thankful to the esteemed shareholders for
their continued support and the confidence reposed in the Company and
its management.
For and on behalf of the Board of Directors
Jagdishkumar M. Gupta
Chairman and Managing Director
Place : Mumbai
Date : 20th May 2014
Mar 31, 2013
TO THE MEMBERS:
The Directors have great pleasure in presenting this 14th Annual Report
together with the Audited Accounts for the year ended 31st March 2013.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
2012-2013 2011-2012
Profit before Interest,
Depreciation & Tax 17,622.92 15,668.10
Less: Depreciation 2,441.06 1,888.29
Interest 4,063.75 3,661.84
Profit before Tax 11,118.11 10,117.97
Less: Tax Expenses
Current Year 3,455.00 3,250.00
Deferred Tax 88.83 61.41
Profit/(Loss) After Tax 7,574.29 6,806.57
Balance brought
forward from previous year 21,774.59 16,375.68
Amount Available for Appropriation 29,348.88 23,182.25
Appropriations
Proposed Dividend on Equity shares 973.04 625.53
Tax on Dividend 157.85 101.48
Transfer to General Resere 757.43 680.66
Balance Carried to Balance Sheet 27,460.55 21,774.59
Earnings per Share (In Rs.) 27.24 24.48
(Equity Shares of face value
of Rs. 10/- each)
Business Review:
During the year under review, your Company has posted an income of Rs.
1,00,953.46 lacs, as compared to Rs. 93,828.05 lacs in the previous
Financial Year. The Company recorded a net profit of Rs. 7,574.29 lacs
as against Rs. 6,806.57 lacs in the corresponding previous Financial
Year.
Your Directors are pleased to inform that during the year under report,
the Company has secured the following maj or contracts:
SI. No. Name of Work Nature of Work Contract
Value (Rs. In Lacs)
1 Design and Construction of Tunnel by Shied TBM, Tunnels, Stations and
Ramp by Cut & Cover Tunneling Work 101,085 method between Lajpat Nagar
and Hazrat Nizamuddin stations (Both Including) for
underground works on Mukundpur - Yamuna Vihar corridor of Delhi MRTS
Project of Phase- Ill (to be completed jointly with JV)
2 Design and Construction of Tunnel by Shied TBM, Tunnels by Cut &
Cover, Underground Tunneling Work 37,585 Station at Naraina Vihar &
Ramps at Mayapuri and Delhi Canft for underground works on
Mukundpur - Yamuna - Vihar corridor of Delhi MRTS Project of Phase-Ill
(to be completed jointly with JV
3 Design & Construction of Depot-cum-Workshop at Taloja for Navi Mumbai
Metro Line -1 Civil Work 13,200 Tender No. C.A.NO. 02/CIDCO/RP/SE
(TP-III&HQ)/2011-12
4 Widening and improvement of Ambadi- Washind (SH-40 and MDR-45) for
21.25 Km length Roads Work 11,07 5 with bridge for 2 2 lanes
(Package-II)
5 Development of Model Road Phase-2 Roads Work 6,821
6 Necessary widening, regarding and resurfacing of different roads
above 60ft width of Nikol Roads Work 5,587 ward East Zone, North zone
and South Zone and Ring Road
7 CC-09: Design and Construction of Badli Mor (earlier Shalimar Place)
elevated station on Civil Work 4,646 Jahangir Puri-Badli corridor of
Delhi MRTS Ph-II Project.
8 Training of Mithi river (Widening, Deepening, R.C.C. Retaining wall
and service road) from Civil Work 4,307 Airportnewbridgeto Marwa F. O.
B in L ward group no. 2
9 Various Others Projects Civil Works 2,904 Total 187,210
The total balance value of works in hand as on March 3 V 2013 is Rs.
4,40,795 Lakhs (including LI).
Decisions are awaited from various clients for tenders submitted by the
Company (Directly or in JV) for 2 Projects amounting to about Rs. 153
Crores which are currently under evaluation. The Company is confident
of securing a sizeable share of these new projects.
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 3.50 per
share i.e 35.00% (Previous year''s dividend was 22.50%) on the Company''s
Equity Paid up share capital of Rs. 278,012,050/- (previous year''s
capital ofRs. 278,012,050/-).
DIRECTORS:
Retirement by rotation
In accordance with Section 255 & 256 of the Companies Act, 1956 read
with Article of the Articles of Association of the Company, Shri Kamal
J. Gupta and Shri Nalin J. Gupta are liable to retire by rotation at
the ensuing Annual General Meeting and are eligible for re-appointment.
Your Directors recommend the re-appointment of Shri Kamal J. Gupta and
Shri Nalin J. Gupta as directors. None of these directors is
disqualified as per the provisions of Section 274 (1) (g) of the
CompaniesAct, 1956, to be re-appointed as directors of your Company.
A brief profile of the above Directors containing details of their
qualifications, expertise, other directorships, committee memberships
etc, has been given in the Report on the Corporate Governance as well
as in the Notice of the ensuing Annual General Meeting.
AUDITORS:
M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing annual general meeting, and being
eligible, offer themselves for re-appointment.
Your Company has received a letter from M/s Gupta Saharia & Co,
Chartered Accountants; to the effect that their re-appointment as
statutory auditors, if made, will be within the limits prescribed under
Section 224( IB) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
AUDITORS REPORT:
The Auditor''s Report to the shareholders does not contain any
qualification.
DEPOSITS:
The Company has not accepted deposits by way of invitation to the
public and therefore, provisions of Section 58A of the CompaniesAct,
1956 are not applicable to the Company.
DIRECTORS'' RESPONSBILITY STATEMENT:
As stipulated in Section 217(2AA) of the CompaniesAct, 1956 your
Directors confirm that:
i in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. the selected accounting policies were applied consistently and the
Directors 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 as at March 31,2013 and of the Profits of the Company for the
year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis.
ACCREDITATIONS
Your Company is pleased to inform you that it has bagged Best Practices
certification in Investor relations, amongst mid-cap Infrastructure
companies, from the Investor Relations society.
Striving to maintain Design and Engineering Procurement, Construction,
Consultancy and Related Services for Infrastructure Projects including
Bridges, Flyovers, Buildings, Roads and structures according to the
Client Specified Requirements, the Company has upgraded its Quality
Management Systems to the international standards as per ISO 9001:2008.
Apart from that company has got the ISO 14001:2004 and OHSAS 18001:
2007 for Environmental Management System and Occupational Health and
Safety Management Systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OFTHE DIRECTORS ON
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Company''s Auditors
confirming compliance forms part of this Report.
STATUTORY INFORMATION
The particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are required to be annexed to the Directors'' Report,
however no such employee was in the receipt of remuneration as
prescribed u/s 217(2A)(a).
Information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is given in the annexure to this Report.
INDUSTRIALRELATIONS:
The Industrial relations of your Company have been cordial during the
year. Your Directors wish to place on record the commitment and
involvement of the employees at all levels and looks forward to their
continued co-operation.
ACKNOWLEDGEMENTS
Your Board of Directors would like to acknowledge and place on record
their sincere appreciation to all the stake holders - Clients,
Financial Institutions, Banks, Central and State Governments, the
Company''s valued investors and all other business partners for their
continued co-operation and excellent support received during the year.
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees
The Board of Directors is thankful to the esteemed shareholders for
their continued support and the confidence reposed in the Company and
its management.
For and on behalf of the
Board of Directors
Jagdishkumar M. Gupta
Chairman cum Managing Director
Place: Mumbai
Date -.29th May 2013
Mar 31, 2012
The Directors have great pleasure in presenting this 13th Annual
Report together with the Audited Accounts for the year ended 31" March
2012.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
2011-2012 2010-2011
Profit before Interest,
Depreciation & Tax 15,668.10 15,052.72
Less: Depreciation 1,888.29 1,585.11
Interest 3,661.84 2,771.27
Profit before Tax 10,117.97 10,696.34
Less: Tax Expenses
Current Tax 3,250.00 3,260.00
Deferred Tax 61.41 44.76
Profit/Loss After Tax 6,806.57 7,391.58
Balance brought forward from
previous year 16,375.68 11,468.75
Amount Available for Appropriation 23,182.25 18,860.34
Appropriations
Dividend on Equity shares 625.53 625.53
Tax on Dividend 101.48 103.96
Transfer to General Reserve 680.66 1,755.16
Balance Carried to Balance Sheet 21,774.59 16,375.68
Earnings per Share (In Rs.)
(Equity Shares of face value
of Rs. 10/-) 24.48 26.59
Business Review:
During the year under review, your Company has posted a revenue of Rs.
93,828.05 lacs, as compared to Rs. 95,627.38 lacs in the previous
Financial Year. The Company recorded a net profit of Rs. 6,806.57 lacs
as against Rs. 7,391.58 lacs in the corresponding previous financial
year. The infrastructure industry had a setback owing to decelerated on
the overall economy front. The overall GDP, for instance, fell from
8.4% in FY'11 to 6.5% in FY'12. Factors like tight monetary policy and
hardening of international prices of crude oil etc too had a bearing on
the industry. The Company's performance too moved in tandem with the
fortunes of the infrastructure industry; however EBIDTA margin has
improved by 16.70% to 15.74% compared to FY' 11.
Your Directors are pleased to inform that during the year under report,
the Company has secured the following major contracts:
SI. Name of Work Nature of Work Amount of
No. Contract
(Rs. In
Lacs)
1 Construction of 61m Railway span of
Milan ROB Santacruz, Mumbai ROB 4,224.00
2 Implementation of Mumbai Monorail Project
from Gadge Maharaj Chowk to Chembur
via Wadala. Monorail 9,000.00
- Construction of Foundations & sub-
structure etc including station buildings
at Gadge Maharaj Chowk, Lower Parel and the
Link way's Piling at Wadala Depot, Bhakti
Park & Mysore Colony.
3 Design & Construction of 4.91Km Elevated
Viaduct for Navi Mumbai Metro
Project between Navi Mumbai 14,596.35
Chainage 5130m to Chainage 10740m excluding
five stations viz Central Park,
Pethapada, Sector- Metro
34 (Kharghar), Panchanand and Pendhar each
of length 140m on Belapur - Taloja -
Khandeshwar Corridor of Navi Mumbai Metro.
4 Design and Construction of two flyover
with Slip road on Shilphata Mahape
road (SH 40) @ Ch. Flyover 7,180.00
0/000 to 1/500 (at pipe line junction)
and Ch 5/000 to 6/800 (at Mahape)
5 Contract CC-02: Design and Construction of
viaduct and two elevated stations
namely Rohini Delhi Metro 15,283.05
Sector-18 & Badli on Jahangirpuri-Badli
Corridor (Extension of Line-2) of
Delhi MRTS PH-III Project
6 Widening & Strengthening of Ambadi-Vashind
(SH-40 and MDR-45) for 21.25 km length with Road 11,075.43
bridges for 2 2 lanes (Package-II)
7 Construction ofESIC Medical college, Alwar Civil 51,951.00
8 Widening & Improvement to SionPanvel
Special Highway Road Road 60,000.00
The total balance value of works in hand as on March 31 st, 2012 is Rs.
2,51,253 Lacs.
Decisions are awaited from various clients for tenders submitted by the
Company (Directly or in JV) for 8 Projects amounting to about Rs.
4,262.71 Crores which are currently under evaluation. The Company is
confident of securing a sizeable share of these new projects.
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 2.25 per
share i.e 22.50% (Previous year's dividend was 22.50%) on the Company's
Equity Paidup share capital of Rs. 278,012,050/- (previous year's
capital ofRs. 278,012,050/-).
DIRECTORS:
Retirement by rotation
In accordance with Section 255 & 256 of the Companies Act, 1956 read
with Article of the Articles of Association of the Company, Shri
P.P.Vora, and Shri Ashwani Kumar are liable to retire by rotation at
the ensuing Annual General Meeting and are eligible for re-appointment.
Your Directors recommend the re-appointment of Shri P.P.Vora, and Shri
Ashwani Kumar as directors. None of these directors is disqualified as
per the provisions of Section 274 (1) (g) of the Companies Act, 1956,
to be re-appointed as directors of your Company.
A brief profile of the above Directors containing details of their
qualifications, expertise, other directorships, committee memberships
etc, has been given in the Report on the Corporate Governance as well
as in the Notice of the ensuing Annual General Meeting.
Resignation of Directors
Mr. R. H. Tadvi, Independent Director f the Company had resigned from
the Board and from the Share Transfer and Investor Grievances Committee
w.e.f 2nd August, 2012 and the same is approved by the Board of
Directors in its meeting held on 14th August, 2012.
AUDITORS:
M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing annual general meeting, and being
eligible, offer themselves for re-appointment.
Your Company has received a letter from M/s Gupta Saharia & Co,
Chartered Accountants; to the effect that their re-appointment as
statutory auditors, if made, will be within the limits prescribed under
Section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
AUDITORS REPORT:
The Auditor's Report to the shareholders does not contain any
qualification.
DEPOSITS:
The Company has not accepted deposits by way of invitation to the
public and therefore, provisions of Section 58Aof the Companies Act,
1956 are not applicable to the Company.
DIRECTORS' RESPONSBILITY STATEMENT:
As stipulated in Section 217(2 AA) of the Companies Act, 1956 your
Directors confirm that:
i in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. the selected accounting policies were applied consistently and the
Directors 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 as at March 31,2012 and of the Profits of the Company for the
year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis.
ACCREDITIONS
Striving to maintain Design and Engineering Procurement, Construction,
Consultancy and Related Services for Infrastructure Projects including
Bridges, Flyovers, Buildings, Roads and structures according to the
Client Specified Requirements. The Company has upgraded its Quality
Management Systems to the international standards as per ISO 9001:2008.
Apart from that company has got the ISO 14001:2004 and OHSAS 18001:
2007 for Environmental Management System and Occupational Health and
Safety Management Systems
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OFTHE DIRECTORS ON
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Company's Auditors
confirming compliance forms part of this Report.
STATUTORY INFORMATION
The particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are required to be annexed to the Directors' Report,
however no such employee was in the receipt of remuneration as
prescribed u/s 217(2A)(a).
Information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is given in the annexure to this Report.
INDUSTRIAL RELATIONS:
The Industrial relations of your Company have been cordial during the
year. Your Directors wish to place on record the commitment and
involvement of the employees at all levels and looks forward to their
continued co-operation.
ACKNOWLEDGEMENTS
Your Board of Directors would like to acknowledge and place on record
their sincere appreciation to all the stake holders Clients, Financial
Institutions, Banks, Central and State Governments, the Company's
valued investors and all other business partners for their continued
co-operation and excellent support received during the year.
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees
The Board of Directors is thankful to the esteemed shareholders for
their continued support and the confidence reposed in the Company and
its management.
For and on behalf of the Board of Directors
Jagdishkumar M. Gupta
Chairman cum Managing Director
Place : Mumbai
Date : 14th August, 2012
Mar 31, 2011
TO THE MEMBERS:
The Directors have great pleasure in presenting this 12th Annual
Report together with the Audited Accounts for the year ended 31st March
2011.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
Particulars 2010-2011 2009-2010
Turnover 95,627.38 77,011.40
Profit before Interest,
Depreciation & Tax 15,052.72 13,437.15
Less: Interest 2,771.27 1,480.75
Profit before Depreciation & Tax 12,281.46 11,956.40
Less: Depreciation 1,585.11 1,446.87
Profit before Taxation 10,696.34 10,509.53
Less: Provisions for Taxation 3,304.76 3,512.75
Profit for the Year 7,391.58 6,996.78
Add: Balance brought forward from
previous year 11,468.75 5,295.00
Amount available for appropriations 18,860.34 12,291.78
Less: Appropriations
Transfer to General Reserve 1,755.16 -
Interim dividend on Equity shares - 705.53
Proposed Dividend on Equity shares 625.52 -
Tax on Dividend 103.96 117.49
Balance carried to Balance Sheet 16,375.68 11,468.76
Earning Per Shares (in Rs.) 26.59 29.04
* Figures regrouped wherever necessary.
Business Review:
During the year under review, your Company has posted a turnover of Rs.
95,627.38 lacs, an increase of about 24% as compared to Rs. 77,011.40
lacs in the previous Financial Year. The Company recorded a net profit
of Rs. 7,391.58 lacs as against Rs. 6,996.78 lacs in the corresponding
previous financial year depicting a rise 6%. Your Company could achieve
a rise in overall profitability through a judicious mix of strategies
and cost control measures.
Your Directors are pleased to inform that during the year under report,
the Company has secured the following major contracts:
Sr. Name of Work Nature of Contract
No. Work Value
(Rs. In Lacs)
1 Construction of Phase -II-BRTS Road 11,675.00
Corridors for the City of
Ahmedabad -Package -IÃ
AMC/BRTS/2009/Phase-II-
Package-I
2 Construction of Foundation & Flyover 9,000.00
Sub-Structure of Piers including
Station buildings between Gadge
Maharaj Chowk to Chembur via
Wadala
3 Construction of 61 m Railway ROB 4,224.00
Span of Milan ROB Santacruz,
Mumbai
4 Remolding and widening of Flyover 1,925.00
existing box cell culvert at
Eastern Express Highway
5 Modernization of Integrated Civil 3,329.00
Border Check Post
6 Piling Wok from Various
parties Piling 6,095.00
Total 36,248.00
The total balance value of works in hand as on March 31, 2011 is Rs.
1,26,036 Lakhs including the Company's share in integrated joint
venture projects.
Decisions are awaited from various clients for tenders submitted by the
Company (Directly or in JV) for 26 Projects amounting to about Rs
12,265.44 Crores and Tenders for various packages for 18 projects worth
about Rs 2,100 Crores have been submitted . The Company has also
submitted prequalification bids for 4 Projects worth over Rs 148.00
Crores, which are currently under evaluation. The Company is confident
of securing a sizeable share of these new projects
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs 2.25 per share
i.e 22.50% (Previous year's dividend was 22.50%) on the Company's
Equity Paid up share capital of Rs 278,012,050 (previous year's capital
of Rs 278,012,050).
DIRECTORS:
Retirement by rotation
In accordance with Section 255 & 256 of the Companies Act, 1956 read
with Article of the Articles of Association of the Company, Dr. R.
Srinivasan, and Shri R.H. Tadvi are liable to retire by rotation at the
ensuing Annual General Meeting and are eligible for re- appointment.
Your Directors recommend the re-appointment of Dr. R. Srinivasan, and
Shri R.H. Tadvi as directors. None of these directors is disqualified
as per the provisions of Section 274 (1) (g) of the Companies Act,
1956, to be re-appointed as directors of your Company.
A brief profile of the above Directors containing details of their
qualifications, expertise, other directorships, committee memberships
etc, has been given in the Report on the Corporate Governance as well
as in the Notice of the ensuing Annual General Meeting.
AUDITORS:
M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing annual general meeting, and being
eligible, offer themselves for re-appointment.
Your Company has received a letter from M/s Gupta Saharia & Co,
Chartered Accountants, to the effect that their re-appointment as
statutory auditors, if made, will be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
AUDITORS REPORT:
The Auditor's Report to the shareholders does not contain any
qualification.
DEPOSITS:
The Company has not accepted deposits by way of invitation to the
public and therefore, provisions of Section 58A of the Companies Act,
1956 are not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated in Section 217(2AA) of the Companies Act, 1956 your
Directors confirm that:
i in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. the selected accounting policies were applied consistently and the
Directors 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 as at March 31, 2011 and of the Profits of the Company for the
year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis.
ACCREDITIONS
Striving to maintain Design and Engineering Procurement, Construction,
Consultancy and Related Services for Infrastructure Projects including
Bridges, Flyovers, Buildings, Roads and structures according to the
Client Specified Requirements. the Company has upgraded its Quality
Management Systems to the international standards as per ISO 9001:2000.
Certification of Excellence Company has received Certificate of
excellence from IBEF (India Brand Equity Foundation) in recognition of
exemplary growth and sustainable success in the Infrastructure
Industry.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
ON CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Company's Auditors
confirming compliance forms part of this Report.
STATUTORY INFORMATION
The particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are required to be annexed to the Directors' Report,
however no such employee was in the receipt of remuneration as
prescribed u/s 217(2A)(a).
Information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is given in the annexure to this Report.
INDUSTRIAL RELATIONS:
The Industrial relations of your Company have been cordial during the
year. Your Directors wish to place on record the commitment and
involvement of the employees at all levels and looks forward to their
continued co-operation.
ACKNOWLEDGEMENTS
Your Board of Directors would like to acknowledge and place on record
their sincere appreciation to all the stake holders à Clients,
Financial Institutions, Banks, Central and State Governments, the
Company's valued investors and all other business partners for their
continued co-operation and excellent support received during the year.
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees
The Board of Directors is thankful to the esteemed shareholders for
their continued support and the confidence reposed in the Company and
its management.
For and on behalf of the Board of Directors
Jagdishkumar M. Gupta
Chairman and Managing Director
Place : Mumbai
Date : 9th August, 2011
Mar 31, 2010
The Directors have great pleasure in presenting this Eleventh Annual
Report together with the Audited Accounts for the year ended March 31,
2010.
FINANCIAL HIGHLIGHTS:
Rs. in Lacs
Particulars 2009-2010 2008-2009
Turnover 77011.40 41361.40
Profit before Interest,
Depreciation and Tax 13437.15 6754.70
Less: Interest 1480.75 798.23
Profit before Depreciation
and Tax 11956.40 5956.47
Less: Depreciation 1446.87 1067.11
Profit before Taxation 10509.53 4889.36
Less: Provisions for Taxation 3512.75 1596.59
Profit for the Year 6996.78 3292.77
Add: Balance brought forward
from previous year 5295.00 2487.18
Amount available for
appropriations 12291.78 5779.95
Less Appropriations
Interim dividend on
Equity shares 705.53 -
Dividend on Equity shares - 414.49
Tax on Dividend 117.49 70.46
Balance carried to
Balance Sheet 11468.76 5294.99
Earning Per Shares (in Rs.) 29.04 15.89
- Figures regrouped wherever
necessary.
Business Review:
During the year under review, your Company has posted a turnover of Rs.
77011.40 lacs , an increase of about 86% as compared to Rs.41361.40
lacs in the previous Financial Year. The Company recorded a net profit
of Rs.6996.78 lacs as against Rs.3292.77 lacs in the corresponding
previous financial year depicting a rise of 112.49 %. Your Company
could achieve a rise in overall profitability through a judicious mix
of strategies and cost control measures.
Your Directors are pleased to inform that during the year under report,
the Company has secured the following major contracts:
Sr, Name of Work Nature of Contract
No. Work Value
(Rs. In Lacs)
1 Construction of Eastern Flyover 16803
Freeway Section from Panjarpole
Chembur Mankhurd Link Road
2 Construction of Flyover at Flyover 13137
Kapurbwadi Junction on
Ghodbunder Road
3 Construction of Road BRTS Road 5711
from Nashik Phata Flyover
Approch to Kaspate Vasti
4 Construction of Flyover at Flyover 4894
Amar Mahal Junction
connecting
SCLR with Eastern Express
Highway
5 Construction of Barrage @ Barrage 9258
Pulgaon on Wardha River with
Mechanical Gate Connection
[Total 49803
The total balance value of works in hand as on March 31, 2010 is Rs.
146,499 Lakhs including the Companys share alongwith joint venture
projects.
Decisions are awaited from various clients for tenders submitted by the
Company (Individually or in JV) for 3 Projects amounting to about Rs.
406.58 Crores. Company has submitted RFQ for 10 Projects amounting to
about Rs. 3,140 Crores, and Tenders for various packages for 9 projects
worth about Rs. 2,000 Crores have been submitted . The Company has also
submitted prequalification bids for 7 Projects worth over Rs. 187.66
Crores, which are currently under evaluation. The Company is confident
of securing a sizeable share of these new projects.
DIVIDEND:
An interim dividend of Rs. 2.25 per share i.e 22.50% (Previous years
full dividend was 20%) was paid on May 26, 2010 on the Companys Equity
Paid up share capital of Rs. 278,012,050 (Compared to the previous
years capital of Rs. 207,244,200) to those shareholders whose names
stood on the Register of Members on the record date i.e Wednesday May
19, 2010. The Directors have decided not to recommend any final
dividend for the year 2009-10.
CONVERVERSION OF PREFERENTIAL WARRANTS TO EQUITY SHARE CAPITAL:
During the year under review, your Company had converted preferential
warrants to 40,00,000 Equity Shares of Rs 10/- each on August 19, 2009
(these were issued and allotted to the Individuals and/or corporates
belonging and /or not belonging to the Promoter/ Promoter Group of the
Company at a price of Rs 60/- per Equity Share (including premium of Rs
50/- per Equity Share) on preferential basis on May 20, 2009)
subsequently the Paid up Share Capital has been increased from Rs.
207,244,200 to Rs. 247,244,200, the main purpose of conversion to
Equity shares was to increase the net worth of the Company for bidding
of the high value projects.
RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT:
During the year under review, your Company successfully raised funds
aggregating Rs.5,545.90 lacs through Qualified Institutional Placement
of Equity Shares of face value of Rs 10/- each at an issue price of Rs.
180.25 per Equity Share inclusive of premium of Rs. 170.25 per Equity
Share).
This has resulted in increasing the Paid up Equity Share Capital of the
Company from 2,47,24,420 Equity Shares of Rs 10/ each aggregating Rs.
24,72,44,200/- ( Rupees Twenty Four Crores Seventy Two Lakhs Fourty
Four Thousand Two Hundred only) to 2,78,01,205 Equity Shares of Rs 10/-
each aggregating Rs. 27,80,12,050/- (Rupees Twenty Seven Crores Eighty
Lakhs Twleve Thousand Fifty only).
The entire issue proceeds of preferential warrants and QIP aggregating
Rs.7,945.90 lacs have been utilized by the Company towards financing of
capital expenditure, meeting the working capital requirements of the
Company in terms of the objects of the issue.
DIRECTORS:
Retirement by rotation
In accordance with Section 255 & 256 of the Companies Act, 1956 read
with Article of the Articles of Association of the Company, Shri. Kamal
J Gupta, & Shri Nalin J Gupta are liable to retire by rotation at the
ensuing Annual General Meeting and are eligible for re-appointment.
Your Directors recommend the re-appointment of Shri. Kamal J Gupta and
Shri Nalin J Gupta, as directors. None of these directors is
disqualified as per the provisions of Section 274 (1) (g) of the
Companies Act, 1956, to be re-appointed as directors of your Company.
Appointment of the Directors of the Company
The Board of Director of the Company at its Meeting held on January 25,
2010 appointed Mr. Ashwani Kumar as an Additional Director of the
Company with effect from January 25, 2010, who holds office upto the
date of the forthcoming Annual General meeting and is eligible for
appointment as a Director of the Company.
AUDITORS:
M/s. Gupta Saharia & Co. Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing AGM, and being eligible, offer
themselves for re-appointment.
Your Company has received a letter from M/s Gupta Saharia & Co.
Chartered Accountants, to the effect that their re-appointment as
statutory auditors, if made, will be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
AUDITORS REPORT:
The Auditors Report to the shareholders does not contain any
qualification.
DEPOSITS:
The Company has not accepted deposits by way of invitation to the
public and therefore, provisions of Section 58A of the Companies Act,
1956 are not applicable to the Company.
DIRECTORS RESPONSBILITY STATEMENT:
As stipulated in Section 217(2AA) of the Companies Act, 1956 your
Directors confirm that:
i In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. The Directors 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 profit or
loss of the company for that period;
iii. The Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a
going concern basis.
ACCREDITIONS
Striving to maintain Design and Engineering Procurement, Construction,
Consultancy and Related Services for Infrastructure Projects including
Bridges, Flyovers, Buildings, Roads and structures according to the
Client Specified Requirements, the Company has upgraded its Quality
Management Systems to the international standards as per ISO 9001:2008.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
ON CORPORATE GOVERNANCE
The "Management Discussion and Analysis" and report of the
Directors on Corporate Governance for the year under review, as
stipulated under Clause 49 of the listing agreement with the stock
exchanges, form part of this report.
STATUTORY INFORMATION
The particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are required to be annexed to the Directors Report.
Information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is given in the annexure to this Report.
INDUSTRIAL RELATIONS:
The Industrial relations of your Company have been cordial during the
year. Your Directors wish to place on record the commitment and
involvement of the employees at all levels and looks forward to their
continued co-operation.
ACKNOWLEDGEMENTS
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees.
Your Board of Directors take this opportunity to express their grateful
appreciation for the encouragement and support received by the Company
from the local authorities, bankers, customers, suppliers and business
associates.
The Board of Directors is thankful to the esteemed shareholders for
their continued support and the confidence reposed in the Company and
its management.
For and on behalf of the Board of Directors
Jagdishkumar M. Gupta
Chairman Cum Managing Director
Place : Mumbai
Date : July 21, 2010
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