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J Kumar Infraprojects Ltd.

BSE: 532940 Sector: Infrastructure
NSE: JKIL ISIN Code: INE576I01022
BSE 00:00 | 23 Sep 189.55 2.70
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NSE 00:00 | 23 Sep 189.75 3.40
(1.82%)
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OPEN 186.90
PREVIOUS CLOSE 186.85
VOLUME 17543
52-Week high 231.00
52-Week low 88.00
P/E 12.28
Mkt Cap.(Rs cr) 1,434
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.90
CLOSE 186.85
VOLUME 17543
52-Week high 231.00
52-Week low 88.00
P/E 12.28
Mkt Cap.(Rs cr) 1,434
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

J Kumar Infraprojects Ltd. (JKIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 21st Annual Report of the Companyalong with the Audited Financial Statements for the Financial Year ended March 312020together with the Independent Auditor's Report thereon.

1. Financial Results

(Rs in Crores)

Particulars For the financial year ended March 31 2020 For the financial year ended March 31 2019
Revenue from operations 2970.54 2787.09
Other income 28.30 28.12
Total Revenue 2998.84 2815.21
Profit before Interest Depreciation Exceptional Items and Tax 457.21 464.42
Less : Finance Cost 97.69 93.90
Profit before Depreciation Exceptional Items and Tax 330.96 362.20
Less : Depreciation and Amortisation Expense 126.25 102.22
Profit Before Tax 233.27 268.29
Provision for Tax (Including earlier Year Taxation) 49.69 91.23
Profit After Tax 183.58 177.07
Other comprehensive income/ (loss) for the year 1.24 (0.09)
Total comprehensive income for the year 184.81 176.97
Paid up Capital 37.83 37.83

Note: Previous years figures have been regrouped/ rearranged wherever considerednecessary.

2. Review of Operations of the Company

The Company is a pure play EPC company having a niche in construction of Urban InfraProjects including Metros Flyover bridges etc. It is renowned for undertaking design andconstruction projects on a turnkey basis meeting their clients' requirements. JKIL isfocused on EPC projects having strong foothold in various sectors like UrbanInfrastructure Transportation Engineering Piling & Civil Construction etc.

Due to global pandemic Covid 19 the operations of the Company were negatively impactedduring the last quarter of FY 2020. The same will also have a major bearing in the comingfinancial year. With an order book which provides revenue visibility of 3.5 to 4 years anda healthy pipeline we remain confident that your Company will be able to regain the lostmomentum.

There was no change in nature of the business of the Company.

Financial Performance:

Revenue from operations for the year at Rs 2970.54 Crores as compared to Rs 2787.09Crores for the previous year ended March 31 2019. Profit before Tax was Rs 233.27Croresas against Rs 268.29 Crores in the previous year ended March 312019. Profit after Tax wasRs 183.58 Crores as against Rs 177.07 Crores in the previous year ended March 31 2019.

3. Transfer to Reserve

The Company has not transferred any amount to the reserves during the current financialyear

4. Dividend

Your Company has a consistent track record of dividend payment. Continuing with thistrend Directors are pleased to recommend a dividend of Rs 1.25 (25%) per equity share ofRs 5/- each payable to those shareholders whose name appear in the register of Members ason the Book Closure / Record date for the financial year ended March 312020 subject tothe approval of shareholders at the ensuing Annual General Meeting. The total dividendamount is Rs 9.46 Crores out of profits of the Company for the current year. The dividendif approved by the members at the forthcoming Annual General Meeting will be paid incompliance with applicable provisions of the Act.

5. Transfer to Investors Education and Protection Fund

The Company sends intimations to all shareholders whose dividends are unclaimed so asto ensure that they receive their rightful dues. Efforts are also made to co-ordinate withthe Registrar and Share Transfer Agents to locate the shareholders who have not claimedtheir dues. During the financial year 2019-20 the Company has transferred a sum of Rs148037 /- to Investor Education & Protection Fund related to 2011-12 the amountwhich was due and payable and remained unclaimed and unpaid for a period of seven years.Further the 2856 number of equity shares pertaining to such unclaimed or unpaid dividendhas also been transferred to the Investor Education and Protection Fund Authority inaccordance with the provisions of Section 124(6) of the Companies Act 2013 read withRegulation 6 of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016. The Company has uploaded the details of unpaid andunclaimed amounts lying with the Company as on September 24 2019 (date of Last AnnualGeneral Meeting) on the website of the Company (www.jkumar.com) as also on the Ministryof Corporate Affairs website.

6. Share Capital

The Paid-up Share Capital as on March 31 2020 was Rs 37.83 Crores. During theFinancial Year the Company has neither issued any shares nor has granted stock options orsweat equity.

7. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note no. 5 & 10 to the AuditedFinancial Statements.

8. State of Company's Affairs Business Review

The details of the Company's affairs including its operations and projects are morespecifically given in the Management Discussion and Analysis Report which is appended tothis report.

9. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which yourcompany does business. Your Company has made conscious efforts to involve communities inits development journey and has received appreciations from the stakeholders which givesa sense of pride and an encouragement to continue this resolve further and better. On therecommendation of the CSR Committee the Company has spent an amount of Rs 4.75 Crores.

In accordance with the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 an Annual Report on theCSR activities of the Company along with the CSR initiatives undertaken during theFinancial Year 2019 - 20 is appended to this Report as "Annexure-A".

As mandated under section 135 of the Companies Act 2013 the Composition of CorporateSocial Responsibility Committee is given in the Report on Corporate Governance formingpart of this Report. Corporate Social Responsibility Policy of the Company is available onthe website of the Company www.jkumar.com

10. Company Response To Covid-19

Due to novel COVID-19 outbreak Government of India announced a nationwide lockdown of21 days with effect from March 25 2020 which got extended from time to time to combatthe spread of the COVID-19 virus. In compliance with various directives issued by theState and Central authorities your Company suspended the operations at the project sitesand shut the offices with a view to safeguard the risks to the health of the employees andworkers of the Company. Critical operations such as dewatering in Metro projects etc.continued with special permission. A Decision Response Team was formed to assess thesituation and take appropriate decisions.

During the lockdown period your Company ensured food shelter and medical facilitiesfor its subcontract labours residing in labour camps and timely remittance of wages toworkmen and payments to subcontractors directly to their bank accounts. As a sociallyresponsible corporate your Company contributed Rs 50 Lakh to the PM-CARES Fundresponding to the call given by Hon'ble Prime Minister of India.

The site operations were resumed gradually at the end of third week of April 2020 at anumber of projects upon revocation of the restrictions imposed by the State and CentralGovernments and by ensuring compliance with preventive measures in terms of guidelines/instruction issued by Government of India to contain spread of COVID 19. A task force hasbeen formed to remobilise workmen and achieve Pre-Covid level of operations.

The disruption in operations due to Covid 19 pandemic in March 2020 negatively impactedour financial performance for the fourth quarter and consequently for the full financialyear 2020. With an order book which provides revenue visibility of 3.5 to 4 years and ahealthy pipeline we remain confident that your Company will be able to regain the lostmomentum. Although the external environment presents a slightly worrisome picture we areconfident and prepared to handle these uncertainties.

11. Internal Control Systems and their Adequacy

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and Board. The Internal Financial Controls are adequate and workingeffectively.

The scope of the Internal Audit as defined in the Internal Audit Charter covers theevolution of Internal Control System. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee. The Internal Auditormonitors and evaluates the efficacy and adequacy of the internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal auditor process ownersundertake corrective actions in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee.

12. Vigil Mechanism / Whistle Blower Policy

As per the provisions of Section 177(9) of the Companies Act 2013 (‘Act') theCompany is required to establish an effective Vigil Mechanism for directors and employeesto report genuine concerns. to encourage and facilitate employees to report concerns aboutunethical behaviour actual/ suspected frauds and violation of Company's Code of Conductor Ethics Policy.

The Policy has been suitably modified to meet the requirements of Vigil Mechanismunder the Companies Act 2013. The policy provides for adequate safeguards againstvictimisation of persons who avail the same and provides for direct access to the Chairmanof the Audit Committee. The policy also establishes adequate mechanism to enableemployees report instances of leak of unpublished price sensitive information. The AuditCommittee of the Company oversees the implementation of the Whistle-Blower Policy. Thesaid policy is available on the website of the Company website www.jkumar.com.

13. Director and Key Managerial Personnel (KMPs)

Directors:

The Nomination & Remuneration Committee has been mandated to review recommendappointment/s terms of appointment/ reappointment of Director/s and KMPs based on theCompany policies industry requirement and business strategy.

During the year Mr. Jagdishkumar M Gupta (DIN: 01112887) was re-appointed as ExecutiveChairman w.e.f. May 20 2019 and approval of shareholders was obtained in 20thAnnual General Meeting held on September 24 2019 for the period of 5 consecutive years onterms of remuneration as recommended by Nomination & Remuneration Committee.

During the year Mr. Kamal J Gupta (DIN: 00628053) was re-appointed as Managing Directorw.e.f. May 20 2019 and approval of shareholders was obtained in 20th AnnualGeneral Meeting held on September 24 2019 for the period of 5 consecutive years on termsof remuneration as recommended by Nomination & Remuneration Committee.

During the year Mr. Nalin J Gupta (DIN: 00627832) was re-appointed as Managing Directorw.e.f. May 20 2019 and approval of shareholders was obtained in 20th AnnualGeneral Meeting held on September 24 2019 for the period of 5 consecutive years on termsof remuneration as recommended by Nomination & Remuneration Committee.

During the year Mrs. Archana Surendra Yadav (DIN:07335198) was appointed as anIndependent Director on the Board w.e.f. August 7 2019 and approval of shareholders wasobtained in 20th Annual General Meeting held on September 24 2019 for theperiod of 5 consecutive years on terms of remuneration as recommended by Nomination &Remuneration Committee.

During the year Dr. R. Srinivasan (DIN: 00003968) was re-appointed as an IndependentDirector on the Board and approval of shareholders was obtained in 20th AnnualGeneral Meeting held on September 24 2019 for a further period of 5 consecutive years.

During the year Mr. P. P. Vora (DIN: 00003192) was re-appointed as an IndependentDirector on the Board and approval of shareholders was obtained in 20th AnnualGeneral Meeting held on September 24 2019 for a further period of 5 consecutive years

During the year Mr. Ajit Singh Chatha (DIN: 02289613) was re-appointed as anIndependent Director on the Board and approval of shareholders was obtained in 20thAnnual General Meeting held on September 20 2019 for a further period of 5 consecutiveyears

Appointments / Re-Appointment:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Nalin J.Gupta (DIN: 00627832) Managing Director of the Company liable to retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offer himself forreappointment. Necessary resolutions for his re-appointment are included in the Notice ofAGM for seeking approval of Members. The Board of Directors recommends his re- appointmentfor your approval.

Resignation:

Mrs. Kusum J. Gupta Woman Diretor resigned from the Board of the the company witheffect from August 7 2019. The Board places on record her appreciation towards valuablecontribution made by her during her tenure as a Director of the Company.

Declaration by Independent Directors and Senior Management Personnel on compliance ofcode of conduct:

The Company has received and taken on record the declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Based on theconfirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent.

Dr. R.Srinivasan Mr. P P V>ra Mr. Ajit Singh Chatha Mr. Padam Prakash Jain andMrs. Archana Surendra Yadav.

The Company has also received declarations regarding compliance the Code forIndependent Directors prescribed in Schedule IV to the Act.

The Independent Directors of the Company have confirmed that they have registered theirnames with the Institute of Corporate Affairs for inclusion of their name in the data bankfor a period of one year as per the provisions of Rule 6 of The Companies (Appointmentand Qualifications of Directors) Rules 2014.

Also Senior Management Personnel including Executive Directors have submitted theirdisclosures under Regulation 23 (6) of the Listing Regulations confirming compliance withthe Code of Conduct for Directors and Senior Management Personnel.

Familiarisation Programme:

In compliance with the requirements of the Listing Regulations the Company undertakesa familiarisation programme for the Independent Directors to familiarise them with theirroles rights and responsibilities as Independent Directors nature of the industry theoperations of the Company business model risk management etc. The details of theprogramme are available on the Company website at www.jkumar.com.

The Company issues a formal letter of appointment to the Independent Directorsoutlining their role functions duties and responsibilities the format of which isavailable on the Company's website at www.jkumar.com.

Key Managerial Personnel:

In terms of Section 203 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the following are the Key ManagerialPersonnel of the Company:

• Mr. Jagdishkumar M. Gupta Executive Chairman

• Mr. Kamal J. Gupta Managing Director

• Mr. Nalin J. Gupta Managing Director

• Mr. Arvind Gupta Chief Financial Officer and

• Mrs. Poornima Reddy Company Secretary

There has been no change in the Key Managerial Personnel during the Financial Yearunder review.

14. Board Evaluation

Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) regulations2015 read with Schedule IV and other provisions of the Companies Act 2013 mandates aformal evaluation to be done by the Board of its own performance and that of itscommittees and individual directors and that the Independent Directors shall evaluatenon-independent Directors and the Chairman of the Board.

The Independent Directors at their meeting held on June 24 2020 evaluated performanceof the Chairman non-independent directors of the Company and the performance of the Boardas a whole.

Pursuant to provisions of Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee has also carried out evaluation of every Director's performanceand the Board has carried out formal annual evaluation of its own performance and that ofits Committees and individual Directors. Further the evaluation of the IndependentDirectors was carried out by the entire Board excluding the Director being evaluated.

The Directors were satisfied with the evaluation results which reflect the overallengagement of the Board and its Committees and on the basis of the Report of the saidevaluation the present term of appointment of Independent Directors shall be continuedwith the Company.

15. Audit Committee

The details pertaining to the composition of the Audit Committee are included in theReport on Corporate Governance which forms part of this Report.

During the year under review there was no instance wherein the board had not acceptedany recommendation of the Audit Committee.

16. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration. The Remuneration Policy along with the criteriafor determining the qualification positive attributes independence of a director isavailable on the website of the Company viz www.jkumar. com.

17. Meetings

During the financial year the Board met on Five occasions the Audit Committee met onfour occasions and the Nomination and Remuneration Committee met on four occasions. Thegap between two consecutive Board Meetings and Audit Committee Meetings was within thelimits prescribed by the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the meetings are more specifically givenin the Corporate Governance Report which forms a part of this Annual Report.

18. Statement on Compliance of applicable Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively. The Company has duly complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on the meeting of the Board of Directors (SS-1)and General Meetings (SS-2).

19. Directors' Responsibility Statement

To the best of their knowledge and belief our Directors of the Company make thefollowing statements in terms of Section 134 (5) of the Companies Act 2013 ("theAct"):

i) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed and there is no materialdeparture from the same;

ii) 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 as at March 312020 and its profit for the yearended on that date;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 2020 on a goingconcern basis;

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

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

20. BUSINESS RESPONSIBILITY REPORTING:

Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended mandate the inclusion of the BRR as part of the Annual Report for 1000listed entities based on market capitalization. In compliance with the Regulation 32(f) ofthe Listing Regulations the Business Responsibility Report of the Company for the yearended March 31 2020 is annexed as a separate section on Business Responsibility Reportingforms a part of this Annual Report

21. Related Party Transactions

Related Party Transactions that were entered into during the Financial Year were on anarm's length basis and in the ordinary course of business. There were no materiallysignificant Related Party transactions entered into by the Company with PromotersDirectors or Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.

Since all related party transaction entered into by the company were in the ordinarycourse of business and were on an arm's length basis the requirements of furnishing therequisite details in Form AOC-2 is not applicable to the company.

The Related Party Transactions were placed before the Audit Committee and also theBoard for its approval wherever required. Prior omnibus approval of the Audit Committeewas also obtained for the transactions that were of repetitive nature. The transactionsentered into pursuant to the omnibus approval of the Audit Committee were placed beforethe Audit Committee for its review on a quarterly basis. The Company has framed a policyon Related Party Transactions for the purpose of identification and monitoring of suchtransactions. The details of Related Party Transactions entered into by the Company aremore particularly given in the para (b) (c) (d) & (e) of note no. 33 to the FinancialStatements.

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a policy on Related Party Transactions as approved by the Board andthe same is available on the Company's website www.jkumar.com.

None of / KMPs or their relatives has any pecuniary relationships or transactionsvis-a-vis the Company other than their shareholding if any in the Company.

22. Deposits/Loan from Director

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of section 73 and 74 of the act read with the Companies (Acceptance ofDeposits Rules 2014). Company has not taken or accepted any loan from Director/s of theCompany during the Financial Year under consideration.

23. Risk Management

The Company has a comprehensive risk management framework that seeks to minimizeadverse impact on business objectives and ensure appropriate identification and treatmentof risks. The company understands the risk evaluation and risk mitigation is an ongoingprocess within the organization and is fully committed to identify and mitigate the riskin the business. The identification of risks is done at strategic business andoperational levels.

The company has formulated and implemented a risk management policy in accordance withlisting regulations to identify and monitor business risk and assists in measures tocontrol and mitigate such risks.

In accordance with the policy the risk associated with the Company's business isalways reviewed by the management team and placed before the Audit Committee. The AuditCommittee reviews these risks on periodical basis and ensures that mitigation plans are inplace. The Board is briefed about the identified risks and mitigation plans undertaken.

The Company through its risk management process aims to contain the risks within therisk appetite. There are no risks which in the opinion of the Board threaten the existenceof the company. However same of the risks which may pose challenges are set out in themanagement discussion and analysis which forms part of the Annual Report.

24. Auditors

a) Statutory Auditors

M/s Todi Tulsyan & Co. Chartered Accountants (Firm Registration No. 002180C) wereappointed as Statutory Auditors of the Company for a term of 4 (four) consecutive yearsfrom the conclusion of the 18th Annual General Meeting upto the conclusion ofthe 22nd Annual General meeting. The requirement of ratification of appointmentof Statutory Auditors at every AGM has been omitted pursuant to Companies. Amendment Act2017 notifed on May 07 2018. Thus M/s Todi Tulsyan & Co. Chartered Accountantswill continue to hold office till the conclusion of 22nd AGM.

The Auditor's Report on financial statements is a part of this Annual Report. There hasbeen no qualification reservation adverse remark or disclaimer given by the Auditors intheir Report.

During the year the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3)(ca) 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 hasappointed M/s. Virendra Bhatt & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year ended March 312020. The report onthe Secretarial Audit is annexed herewith as " Annexure B".

There were no qualifications reservations adverse remarks or disclaimers in thereport of Secretarial Auditors of the Company.

c) Cost Auditors

The Board of Directors has appointed M/s Kirit Mehta & Co. Cost & ManagementAccountants on the recommendation of the Audit Committee for auditing the cost records ofthe Company for the Financial Year 2020-21.

In terms of Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 appropriate resolution seeking your ratification of the remunerationof M/s Kirit Mehta & Co. as Cost Auditors in included in the Notice convening the 21stAnnual General Meeting of the Company.

The Cost Audit Report for the financial year 2019-2020 will be filed within the periodstipulated under Companies Act 2013

25. Corporate Governance

The Corporate Governance Report together with the Certificate on Corporate Governanceissued by M/s. Todi Tulsyan & Co. Practicing Chartered Accountant confirmingcompliance with the conditions of Corporate Governance as stipulated under Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and theManagement Discussion & Analysis Report given in this Annual Report forms an integralpart of this report.

26. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure "C" to this report.

27. 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 employeesof the Company and the ratio of the remuneration of each Director of the median employeesremuneration and other details in terms of section 197 (12) of the companies Act 2013read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in Annexure "D" and forms part of thisreport.

28. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Companyprovisions regarding conservation of energy and technology read with Section 134(3)(m) ofthe Companies Act 2013 and Rule 8(3) of the Companies (Accounts) Rules 2014 are notapplicable. However the Company is committed to energy conservation at every stage of itsoperations. Various steps have been taken to reduce consumption of electrical energy bymonitoring the use of equipment's machinery etc. used in the construction. The Company isin tune with the changing trends of the modern technology/ machinery to be used in itsbusiness.

29. Foreign Exchange earnings and outgo

There were Foreign Exchange revenue during the year under review. In respect of theForeign Exchange outgo disclosure of information as required under section 134 (3) (m) ofCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is givenin below:

Particulars Rs in Crores
Foreign Exchange Earnings 266.45
Foreign Exchange Outgo 99.24

30. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts orTribunals during the Financial Year ended 31st March 2020 impacting the goingconcern status of the Company and Companies operation in future.

During the period under review SEBI in its Final Order dated 07th October2019 observed that in view of the materials adduced by the Company there are no adequatecircumstances forming the reasonable grounds to believe that there is misrepresentation offinancials and in light of evidence and the facts and circumstances the directionsincluding that of forensic audit issued by SEBI vide the Interim Order dated 28thSeptember 2018 were revoked.

31. Listing with Stock Exchanges

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) andBSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year2019-20 to NSE and BSE.

32. Prevention of Insider Trading

Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulatingthe dissemination of Unpublished Price Sensitive Information and trading in securities byInsiders.

33. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company has constituted Internal Complaints Committee (ICC) to redress thecomplaints received regarding sexual harassment. During the year under review nocomplaints were received by the Committee for Redressal.

34. Credit Rating Agency:

India Rating Research (Ind-Ra) has maintained J. Kumar Infraprojects Ltd's (JKIL) LongTerm and Short Term Issuer Rating of IND A+. The detail Report on rating is covered inCorporate Governance Report.

35. Change in the Nature of Business (if any)

There is no material change in the type of business the Company is carrying.

36. Material Changes and commitments occurred between the end of the Financial Year andthe date of the report

There were no reportable material changes or commitment occurred between the end ofthe Financial Year and the date of this report which may have any effect on the financialposition of the Company

37. Acknowledgment

Your Directors take this opportunity to thank the customers vendors supply chainpartners employees Financial Institutions Banks Central and State GovernmentRegulatory authorities Stock Exchanges and all the various stakeholders for theircontinued co-operation and support to the Company..

By Order of the Board
Place: Mumbai Jagdishkumar M. Gupta
Date: June 26 2020 Executive Chairman

.