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JMC Projects (India) Ltd.

BSE: 522263 Sector: Infrastructure
NSE: JMCPROJECT ISIN Code: INE890A01016
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VOLUME 9439
52-Week high 363.95
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P/E 16.93
Mkt Cap.(Rs cr) 1,178
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OPEN 338.70
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VOLUME 9439
52-Week high 363.95
52-Week low 183.00
P/E 16.93
Mkt Cap.(Rs cr) 1,178
Buy Price 0.00
Buy Qty 0.00
Sell Price 350.50
Sell Qty 5.00

JMC Projects (India) Ltd. (JMCPROJECT) - Director Report

Company director report

To The Members

Your Directors take pleasure in presenting the 30th Annual Report of your Companytogether with Audited Statement of Accounts for the financial year ended March 31 2016.

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the year endedMarch 31 2016 is summarized below.

(Rs. in Crores)
Financial Results For the year ended March 31 2016 For the year ended March 31 2015
Total Revenue 2490.1 2413.1
Profit before Depreciation Interest & Tax 214.5 176.6
Less: Depreciation 51.2 48.9
Interest 101.9 84.1
Profit before Tax 61.4 43.6
Provision for Tax (including Deferred Tax) 20.4 13.8
Net Profit after Tax 41.0 29.8
Add: Surplus brought forward from previous year 195.9 172.5
Profit available for Appropriation 236.9 202.3
Appropriation:
Proposed Dividend on Equity Shares of Rs. 10/- each 3.4 2.6
Corporate Dividend Tax on Equity Dividend (including surcharge) 0.7 0.5
Transferred to Debenture Redemption Reserves 0.2 1.1
Transferred to General Reserve 2.2 2.2
Balance carried to Balance Sheet 230.4 195.9
TOTAL 236.9 202.3

During the year ended March 31 2016 your Company has achieved Total Revenue (i.e.Revenue from Operation & Other income) of Rs. 2490.10 crores as against Rs. 2413.10crores for the previous year ended March 31 2015. Your Company has achieved Profit beforetax of Rs. 61.38 crores for the current year as against Rs. 43.63 crores for the previousyear (an increase of 40.68% over the previous year).

DIVIDEND

In view of the Company’s performance during the financial year underconsideration the Directors are pleased to recommend a dividend of Rs. 1/- per equityshare of face value of Rs. 10/- each (previous year Rs. 1/- per equity share) on enhancedshare capital of 33581034 equity shares. The proposal is subject to the approval ofmembers in the ensuing Annual General Meeting. If approved the total outgo on account ofthe dividend on existing equity capital would be Rs. 3.36 crores (excluding corporate taxon dividend).

APPROPRIATIONS

For the year under review it is proposed to transfer Rs. 2.25 crores to the GeneralReserve and other appropriations as mentioned in Note no. 2 of the financial statement.

SHARE CAPITAL

During the year your Company had announced Rights Issue of 7462686 Equity Shares ofRs. 10/- each at a price of Rs. 201/- per share including share premium of Rs. 191/- pershare aggregating upto Rs. 150 crore to the then existing equity shareholders in theratio of 2 fully paid-up equity shares for every 7 fully paid-up equity shares held as onrecord date of January 12 2016. The said Rights Issue as per the terms detailed in theLetter of Offer dated January 14 2016 opened on January 22 2016 and closed on February5 2016. The said issue was fully subscribed and the Company had on February 12 2016allotted 7462686 equity shares to eligible allottees resulting into increase in thepaid-up share capital of the Company from Rs. 261183480/- to Rs. 335810340/-comprising of 33581034 equity shares of Rs. 10/- each fully paid up.

UTILISATION OF RIGHTS ISSUE PROCEEDS

The Rights Issue proceeds of Rs. 150 crore has been fully utilized by March 31 2016against the objects specified in the Letter of Offer dated January 14 2016 namely (1)Reduction in fund based working capital (2) Repayment of scheduled term loans along withinterest (3) General Corporate Purposes and (4) Issue Expenses. The detailed break up ofutilization of funds raised through Rights Issue has been provided in Note no. 44 of theNotes to Accounts in financial statements.

REVIEW OF BUSINESS OPERATIONS

During the year under review your Company has received new contracts of approximatelyRs. 3155 crores. As on March 31 2016 the aggregate value of orders on hand stands at Rs.6148 Crores.

The details of some of the major contracts received during the year are as under.

Factories & Buildings

a) Construction of residential property Purva Palm Beach for Purvankara Projects atBengaluru

b) Construction of residential apartments Ozone Avenue for Ozone Urbana InfraDevelopers at Bengaluru

c) Civil works of Mantri Agara Retail Mall for Mantri Group at Bengaluru

d) Civil works at Prestige Ivy League for Prestige Group at Hyderabad

e) Construction of residential project for Tata Value Homes at Kanchipuram districtTamil Nadu

f) Civil & Architectural works for residential project Prestige Pinewood forPrestige group at Bengaluru

g) Construction of civil and finishing works of commercial project for Primeco Realtyat Bengaluru

h) Civil works for RMZ Azure office complex for RMZ Azure Projects at Bengaluru

i) Civil works at Prestige Northpoint for Prestige Group at Bengaluru

j) Construction of Administrative building School Lecture Hall Complex Hostels etc.at Central University of Bihar at Gaya for Rites Ltd.

k) Township package for Gadarwara Super Thermal Power Project (2 x 800 MW) for NTPC

Infrastructure - International

Design improvement works & management and maintenance services for Nekemte-Bureroad upgrading project at Andhode-Agamsa section at Ethiopia

Infrastructure – Domestic

a) Bhagalpur Water Supply project at Bhagalpur for Public Health Department Bhagalpur

b) Upgradation of Road from Davangere to Channagiri in state of Karnataka forGovernment of Karnataka

YEARS AHEAD AND PROSPECTS

Your Company has sufficient order book position to achieve the growth in both top lineas well as bottom line in the coming years. Your Company has already entered intointernational business by securing a road project and is looking for other opportunitiesin International market. Your Company has been able to improve margins substantiallyduring the year and would endeavor to improve the same further.

FINANCE

During the year your Company has invested Rs. 88.06 crores as loan in Special PurposeVehicles (SPVs) incorporated for its Road Projects which was funded through term loans& internal accruals.

Total addition in the fixed assets was Rs. 84.75 crores during the year which wasfunded through Rupee Term Loans and internal accruals. Your Company has sufficient fundbased & non-fund based limits to cater to its existing fund requirements.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as ‘the ListingRegulations’) and Section 129 of the Companies Act 2013 (hereinafter referred to as‘the Act’) the Consolidated Financial Statements which have been prepared bythe Company in accordance with the applicable provisions of the Act and the applicableAccounting Standards forms part of this Annual Report.

SUBSIDIARIES AND ASSOCIATE / JV COMPANIES

A statement containing the salient features of the performance and financial positionof the subsidiaries associates / joint venture company as required under Rule 5 of theCompanies (Accounts) Rules 2014 is provided in form AOC-1 marked as an Annexure 1 andforms part of this report.

The details of the policy on determining material subsidiary is available onCompany’s website at http://jmcprojects.com/cms/data_content/statutory_documents/related_party_ transactions_2015104060849.pdf

The Annual Report of the Company containing the standalone and consolidated financialstatements has been disseminated on the website of the Company athttp://www.jmcprojects.com/investor/financials. Audited annual accounts of each of thesubsidiary company have also been placed on the said website. Financial statements andrelated information of the subsidiaries are available for inspection by the members at theRegistered Office of the Company. Members interested in obtaining copy of the auditedannual accounts of the subsidiary companies may write to the Company Secretary at theCompany’s registered office or corporate office address.

The performance and financial position of the Company’s subsidiaries and JointVenture Company are summarized herein below:

(Rs. in Crores)

Name of the Company % share Total Income (Rs.) Profit/(Loss) for the year (Rs.) Share of profit / (loss) (Rs.)
Brij Bhoomi Expressway Pvt. Ltd. (CIN : U74900MH2010PTC261958) 100 29.7 (16.7) (16.7)
Wainganga Expressway Pvt. Ltd. (CIN : U45203MH2011PTC264642) 100 40.6 (51.1) (51.1)
Vindhyachal Expressway Pvt. Ltd. (CIN : U45203MH2012PTC271978) 100 51.5 (4.2) (4.2)
JMC Mining & Quarries Ltd. (CIN : U45201GJ1996PLC028732) 100 0.0 (0.0) (0.0)
Kurukshetra Expressway Pvt. Ltd. (CIN : U45400HR2010PTC040303) 49.57 73.2 (80.7) (40.0)

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief Directors of the Company make the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013.

(a) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed (along with explanationwherever required) and there is no material departure from the same;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) they have prepared the annual accounts for the year ended March 31 2016 on a goingconcern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures of CorporateGovernance as stipulated in Listing Regulations. Pursuant to Regulation 34 read withSchedule V of the Listing Regulations a detailed report on Corporate Governance is givenas an Annexure and forms integral part of this Annual Report. A certificate from thePracticing Company Secretary confirming compliance of the conditions of CorporateGovernance as stipulated under the Listing Regulations is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis highlighting inter alia the business performance risk management internalcontrol and affairs of the Company for the year ended March 31 2016 is an integral partof this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Anjali Seth is liable to retire by rotation at the ensuing Annual GeneralMeeting (AGM). Ms. Anjali Seth being eligible offers herself for re-appointment. YourDirectors recommend her re-appointment as Director of the Company. The brief resume of Ms.Anjali Seth and other details as required under the Listing Regulations are given in theaccompanying Notice of AGM.

Mr. D. R. Mehta Mr. Shailendra Raj Mehta and Mr. M. G. Punatar as an IndependentDirectors of your Company have given a declaration confirming that they meet the criteriaof independence as laid down under Section 149 of the Act and the Regulation 16(b) ofListing Regulations.

During the year under review Mr. Manoj Kumar Singh Executive Director & KeyManagerial Personnel resigned from the services of the Company with effect from the closeof business hours on October 13 2015. The Board of Directors placed on record theirsincere appreciation for the valuable contribution made by Mr. Manoj Kumar Singh duringhis tenure as an Executive Director of the Company.

Mr. Manoj Tulsian CFO & Director (Finance) has been appointed as the WholetimeDirector of the Company designated as Wholetime Director & Chief Financial Officer fora period of 3 years with effect from May 27 2016 subject to the approval of the Membersof the Company at the ensuing Annual General Meeting. The terms and conditions of hisappointment and remuneration have been provided in the Notice convening the 30th AnnualGeneral Meeting of the Company.

During the year under review Mr. Suresh Savaliya Company Secretary and Key ManagerialPersonnel has resigned from the services of the Company with effect from the close ofbusiness hours on September 29 2015. Mr. Sandeep Kumar Sharma Treasury Head in theCompany was appointed as a Company Secretary and Key Managerial Personnel of the Companywith effect from December 31 2015. Mr. Sandeep Kumar Sharma resigned as a CompanySecretary and Key Managerial Personnel of the Company with effect from the close ofbusiness hours on May 26 2016 and in his place Mr. Samir Raval was appointed as aCompany Secretary and Key Managerial Personnel of the Company with effect from May27 2016.

The details of Directors including remuneration remuneration policy criteria forqualification independence performance evaluation of the Board Committees andDirectors meetings committees and other details are given in the Corporate GovernanceReport which is integral part of Board’s Report.

As on date Mr. Shailendra Kumar Tripathi CEO & Dy. Managing Director Mr.Manoj Tulsian Wholetime Director & CFO and Mr. Samir Raval Company Secretary are theKey Managerial Personnel of the Company. Details relating to remuneration policy of theKMP and other employees are mentioned in Annexure 5 of the Board’s Report.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with Listing Regulations 2015 an Annual Performance Evaluation of the Board theDirectors as well as Committees of the Board has been carried out. The evaluation of allthe directors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board which in detail has been provided in Corporate Governance Report. Theproperly defined and systematically structured questionnaire was prepared after havingconsidered various aspects and benchmarks of the Board’s functioning composition ofthe Board and its Committees performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors in their separate meeting. The Board of Directorsexpressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the scenarioof Engineering Procurement and Construction Industry the business model thesocio-economic environment in which the Company operates the operational and financialperformance of the Company. The familiarization programme also seeks to update theIndependent Directors with their roles rights responsibilities duties under the Act andother statutes. The policy on Company’s familiarization programme for IndependentDirectors is also posted on the Company’s website at http://jmcprojects.com/cms/data_content/statutory_documents/familiarisation_ programme_20151014060621.pdf.

MEETINGS OF THE BOARD

During the year your Board met six (6) times the details of which are available inCorporate Governance Report annexed to this report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulationsand Section 177 of the Act. The constitution and other relevant details of the AuditCommittee are given in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directors.

AUDITORS & AUDITORS’ REPORT

The observation made in the Auditors Report on the Company’s financial statementsfor the financial year ended March 31 2016 are self-explanatory and therefore do notrequire for any further comments/information. The auditors’ report does not containany qualification or adverse remarks.

M/s. Kishan M. Mehta & Co Chartered Accountants (Firm Registration No. 105229W)Statutory Auditors of the Company hold office until the conclusion of the forthcomingAnnual General Meeting and have expressed their unwillingness to be re-appointed.

A special notice has been received under Section 115 read with Section 140(4)(i) of theCompanies Act 2013 from a member proposing appointment of M/s. B S R & Co. LLPChartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditorsof the Company. Your Company has received a letter from M/s. B S R & Co. LLPChartered Accountants expressing their willingness to be appointed and to the effect thattheir appointment if made would be within the prescribed limits under Section 141(3) (g)of the Act and that they are not disqualified for the appointment. The requisiteresolution for approval by the members of the Company has been set out in the Notice ofthe 30th Annual General Meeting of your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act M/s. D. M. Zaveri & CoPracticing Company Secretaries (PCS Registration No. 4363) had been appointed to undertakethe secretarial audit of the Company for the year ended on March 31 2016. The secretarialaudit report is annexed herewith as an Annexure 2 which forms an integral part of thisreport. The said report does not contain any qualification reservation or adverse remarksor disclaimer. During the year the Secretarial Auditors had not reported any matter underSection 143(12) of the Act and therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.

The Board of Directors of the Company on the recommendation of the Audit Committee hasappointed M/s. D. M. Zaveri & Co Practicing Company Secretaries (CP No. 4363) asSecretarial Auditor of the Company for the financial year ended March 31 2017.

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 your Company is required to appoint cost auditor for the audit of costrecords of the Company. The Board of Directors of the Company on the recommendation of theAudit Committee had appointed M/s. K. G. Goyal & Associates Cost Accountants(Registration No. 000024) as Cost Auditors of the Company to audit the cost records forthe financial year ending March 31 2017. Your Company has received their written consentthat the appointment is in accordance with the applicable provisions of the Act and rulesframed thereunder. The remuneration of Cost Auditors has been approved by the Board ofDirectors on the recommendation of the Audit Committee and the requisite resolution forratification of remuneration of the Cost Auditors by the members of the Company has beenset out in the Notice of the 30th Annual General Meeting of your Company.

Cost Audit Report for the financial year ended on March 31 2015 issued by the CostAuditor M/s. K. G. Goyal & Associates has been filed with the Central Government asper the requirement of the Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company has given guarantee loan etc. to Wholly Owned Subsidiaries (WOS) andJoint Venture Company to meet their business needs. Your Company has extended the supportto the financial needs of WOS being the special purpose vehicle formed for some of theroad projects which would ultimately results in accruing benefits to the Company.

Details of loans guarantees and investments as required under the provisions ofSection 186 of the Act are mentioned in this Report and more details are given in thenotes to the financial statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a policy on related party transactions which is also available onCompany’s website at http://www.jmcprojects.com/cms/data_content/statutory_documents/realated_party_ transactions_20151014060849.pdf. Thispolicy deals with the review and approval of related party transactions. The Board ofDirectors of the Company has approved the criteria for giving the omnibus approval by theAudit Committee within the overall framework of the policy on related party transactions.

Prior omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and at arm’s lengthbasis. Pursuant to Regulation 23 of the Listing Regulations all related partytransactions were placed before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions for their review and approval.

There were no material related party transactions made by the Company during thefinancial year under review. Accordingly the disclosure of related party transactions asrequired under Section 134(3) (h) of the Act in form AOC-2 is not applicable to yourCompany.

The related party disclosures as specified in Para A of Schedule V read with Regulation34(3) of the Listing Regulations are given in the Financial Statements.

INTERNAL FINANCIAL CONTROL

Your Board is responsible for ensuring that Internal Financial Controls which have beenlaid down in the Company are adequate and functioning efficiently and effectively. YourCompany has in place policies procedure control framework and management systems forensuring the orderly and efficient conduct of its business including adherence toCompany’s policies. These have been established at the entity and process levels andare designed to ensure compliance to internal control requirements regulatory compliancesand appropriate recording of financial information.

The top management and the Audit Committee evaluate internal financial control systemperiodically.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle-Blower Policy for establishing a vigil mechanism fordirectors and employees to report genuine concerns regarding unethical behavior andmismanagement if any. The said mechanism also provides for strict confidentialityadequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the chairperson of the Audit Committee in appropriatecases.

No personnel have been denied access to the Audit Committee pertaining to whistleblower policy.

The said Whistle-Blower Policy has been disseminated at investor relation section onthe Company’s website http:// www.jmcprojects.com/cms/data_content/statutory_documents/whistleblower_policy_20151014055834.pdf

REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The main objective of the said policy is to ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the DirectorsKMP and senior management employees. This policy also lays down criteria for selection andappointment of Board Members. The details of this policy are explained in the CorporateGovernance Report. The details of the remuneration policy of the Company is available onthe Company’s website www.jmcprojects.com

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197(12) of the Act read withthe Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure 3 to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report. However as per first proviso to Section 136(1) of the Act and secondproviso to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Report and Financial Statements are being sent to the members of theCompany excluding the statement of particulars of employees under Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Any member interestedin obtaining a copy of the said statement may write to the Company Secretary at theRegistered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act your Company hasconstituted a CSR Committee which comprises Mr. D. R. Mehta Chairman of the Company asits Chairman Mr. S. K. Tripathi and Mr. Kamal Jain as its members. The Company has alsoframed a CSR Policy in compliance with the provisions of the Act and content of the sameis placed on the Company’s website at website http://www.jmcprojects.com/cms/data_content/statutory_documents/csr_ policy_20151014060800.pdf. The thrust areasfor CSR include care and empowerment of underprivileged and differently abled persons andeducation. The CSR Policy provides about areas of activities thrust area types ofprojects programs modes of undertaking projects / programs process approval resourcesetc.

Your Company has spent Rs. 70 lacs on the CSR front through the Foundation notfulfilling the established track record criteria of three years specified by the Companies(Corporate Social Responsibility Policy) Rules 2014. However the amount to be spentunder Section 135(5) of the Act for CSR Activities during the year under report isintended to be spent in a phased manner in future upon identification of suitable projectswithin the Company’s CSR Policy.

The report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been annexed to this Report as an Annexure 4 whichforms an integral part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company is annexed as an Annexure 5 and formsan integral part of this report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year under review and thedate of this report.

EMPLOYEE STOCK OPTION SCHEME

The Company had earlier granted 600000 Stock Options to the eligible employees. Thesestock options were entitled for conversion into equity shares within four years from thedate of vesting of the stock options at the discretion of the employees concerned. Thelast date for exercise of these options was July 21 2015 however no grantee hasexercised any option during the exercise period and hence all the vested stock optionshave lapsed as on July 21 2015.

The Company has no outstanding GDRs/ADRs/warrants/options or any other ConvertibleInstruments as on March 31 2016.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134(3) (m) of the Act read with the Companies(Accounts) Rules 2014 with respect to conservation of energy technology absorption andforeign exchange earnings and outgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company provisionspertaining to conservation of energy and technology absorption are not much relevant tothe Company and hence not provided. However the Company has used technology in respect toinformation and engineering in its operations. Your Company always put effort forconservation of energy wherever possible.

Foreign Exchange earning & Outgo

(Rs. in Crores)

Particular Year 2015-16 Year 2014-15
Foreign Exchange earned 41.00 14.76
Foreign Exchange used / outgo 64.11 10.21

The detail information on foreign exchange expenditure is furnished in the Notes infinancial statements.

DEPOSITS

Your Company has not accepted or renewed any deposits under chapter V of the Act andCompanies (Acceptance of Deposits) Rules 2014 from public / members during the year. Allthe deposits which were accepted / renewed in the past have been repaid on its respectivematurity dates during the year and the Company has also made redemption (includinginterest thereon) by issuing redemption cheques dated March 31 2016 of all theoutstanding deposits whose maturity dates were beyond March 31 2016 and also redeemed allunclaimed deposits on that date. There has been no default in the repayment of depositsand interest due thereon. There were no deposits which were due claimed and remainedunpaid by the Company as on March 31 2016.

Credit Analysis and Research Limited (CARE) has assigned CARE A+ rating to the depositsremained outstanding till March 31 2016 which indicate adequate degree of safetyregarding timely servicing of financial obligations.

RISK MANAGEMENT

At JMC risks are measured estimated and controlled with the objective to mitigateadverse impact. Your Company’s fundamental approach to risk management includesanticipate identify and measure the risk. Your Company has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. Majorrelevant risk elements includes increase in price in inputs material market riskregulatory and legal risk oversight in estimation and others. Major areas in riskmanagement which is in place includes group assurance cell internal audit programsprocess of estimation contract management SOPs and effective use of ERP in decisionmaking process.

More details in respect to the risk management are given in Management Discussion andAnalysis Report (MDA).

INTERNAL CONTROL

Your Company has internal control system for major processes to ensure reliability offinancial reporting achievement of operational and strategic goals safeguarding ofassets and economical efficient use of resource and compliance with applicable laws andregulations. Your Company’s internal control systems are commensurate with thenature size and complexity of its business and operations. Your Company also hasdocumented standard operating procedures (SOPs) for various processes.

The internal audit department monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies of the Company. Significant observations and actions thereon arepresented to the Audit Committee. Internal audit department also assess opportunities forimprovement in business process systems and control provides recommendations and followsup on improvement and corrective actions whenever necessary.

Further details in respect to internal control are given in Management Discussion andAnalysis Report (MDA).

HUMAN RESOURCE MANAGEMENT

Your Company firmly believes that employees are corner stone of the organization andinvesting in them thoughtfully and strategically reaps rewards that pay-off in the longrun. Through regular training and skill enhancement program your Company strives to bringcongruence between personal career goals of the employees and overall objective of theorganization. Your Company has put in comprehensive system in place for identifying andaddressing various training needs at all the levels of the organization. Your Companybelieves this will help in creating challenges and empowering work environment thatrewards dedication and work ethics to our employees. Your Company also organizes focuseddevelopmental programs to build and strengthen employees’ technical/functional andbehavioral competencies across levels of our organization. These training programs includeself-awareness personal effectiveness managerial competencies project managementformwork skills upgradation etc.

Your Company continues to conduct engagement programs for employees and their familieslike annual picnic medical check-up yoga sessions blood donation sports tournamentscelebrating festivals distribution of long service awards etc. The Welfare Trust of theCompany helps the needy employees for their financial support.

QUALITY HEALTH & SAFETY MANAGEMENT SYSTEM

To strive for excellence through continual improvement and to maintain its commitmentto customer’s expectations for quality and services your Company adheres to theQuality Management Systems as per International Standard ISO 9001:2008. Your Company hasalso implemented International Standard ISO 14001:2004 (Environmental Management System)and BS OHSAS 18001:2007 (Occupational Health

& Safety Assessment Series) to protect our Environment safeguarding theoccupational health and safety of all our employees and adopted Integrated ManagementSystem by integrating ISO 9001:2008 ISO 14001:2004 and BS OHSAS 18001:2007. Your Companyhas been consistently pursuing best construction practices with uncompromising qualityenvironment and safety standards which are recognized by our clients / associates andGovt. bodies through awards / accreditations.

OTHERS INFORMATION / DISCLOSURES

There are no significant or material orders passed by the regulator or courts ortribunal which impact the going concern status of the Company and its future operations.

Your Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. There was no complaintabout sexual harassment during the year under review.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in allfunctions and areas which coupled with an efficient utilization of the Company’sresources led to sustainable and profitable growth of the organization. Your Directorsexpress their deep sense of appreciation and extend their sincere thanks to everyexecutive employee and associates for their dedicated and sustained contribution and theylook forward the continuance of the same in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuousassistance support and cooperation received from all the stakeholders viz. financialinstitutions banks governments authorities shareholders clients suppliers customersand associates.

For and on behalf of the Board of Directors

Shailendra Kumar Tripathi

CEO & Dy. Managing Director

Manoj Tulsian

Wholetime Director & CFO

Date: May 27 2016

Place: Mumbai