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J Kumar Infraprojects Ltd.

BSE: 532940 Sector: Infrastructure
NSE: JKIL ISIN Code: INE576I01022
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OPEN 265.50
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VOLUME 21356
52-Week high 351.95
52-Week low 152.30
P/E 7.74
Mkt Cap.(Rs cr) 2,028
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 265.50
CLOSE 269.50
VOLUME 21356
52-Week high 351.95
52-Week low 152.30
P/E 7.74
Mkt Cap.(Rs cr) 2,028
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

The Board of Directors are pleased to present the 23rd (Twenty-Third)Annual Report of the Company along with the Audited Financial Statements for the Yearended March 31 2022. A brief summary of the Company?s financials during the yearended March 31 2022 is given below:

1. FINANCIAL RESULTS

(Rs in Crores)

Particulars For the Year ended March 31 2022 For the Year ended March 31 2021
Revenue from operations 3527.20 2570.84
Other income 24.86 25.29
Total Income 3552.06 2596.13
Profit before Interest Depreciation Exceptional Items and Tax 529.46 336.67
Less: Finance Cost 99.99 104.39
Profit before Depreciation Exceptional Items and Tax 429.46 232.28
Less: Depreciation and Amortisation Expense 146.79 143.71
Profit Before Tax 282.68 88.57
Provision for Tax (Including earlier Year Taxation) 76.80 24.65
Profit After Tax 205.88 63.92
Other comprehensive income/ (loss) for the year 1.45 1.47
Total comprehensive income for the year 207.33 65.39
Paid up Capital 37.83 37.83

Note: Previous year?s figures have been regrouped/ rearrangedwherever considered necessary. Some of the key highlights of the year were:

Robust performance

•Record revenue from operations of Rs 3527 Crores

•Highest ever EBITDA of Rs 505 Crores

•Highest ever Profit after tax of Rs 206 Crores

Strong Balance Sheet

•Net debt free Company

•Reduction in Gross debt to Rs 431 Crores at the end of the FY 22as compared to Rs 531 Crores at the end of FY 21

•Credit Rating of IND A+/ Stable for fund based limits and IND A1for Non Fund based limits

2. REVIEW OF OPERATIONS OF THE COMPANY

The Company is a pure play EPC Company having a niche in constructionof Urban Infra Projects including Metros Flyover bridges Hospitals Tunneles SewageWorks Riverfront Development Roads & Expressway etc. It is renowned for undertakingdesign and construction projects on a turnkey basis meeting their clients?requirements.

During the year under review your Company has received new contractsof approximately Rs 3685 Crores (excluding GST). As of March 31 2022 the aggregatevalue of orders on hand stands at Rs 11936 Crores.

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

3. FINANCIAL PERFORMANCE

Revenue from operations for the year at Rs 3527.20

Crores as compared to Rs 2570.84 for the previous year ended March 312021. Profit before Tax was Rs 282.68 Crores as against Rs 88.57 Crores in the previousyear ended March 31 2021. Profit after Tax was Rs 205.88 Crores as against Rs 63.92Crores in the previous year ended March 31 2021.

4. EARNINGS PER SHARE (EPS)

The Basic EPS of the Company stood at Rs 27.21 for the year ended March31 2022.

5. TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during thecurrent Financial Year.

6. DIVIDEND

Your Company has a consistent track record of dividend payment.Continuing with this trend Directors are pleased to recommend a dividend of Rs 3/- (60%)per equity share of Rs 5/- each payable to those shareholders whose name appear in theRegister of Members as on the Book Closure / Record date for the Year ended March 312022 subject to the approval of Shareholders at the ensuing Annual General Meeting. Thetotal outflow on account of equity dividend will be Rs 22.70 Crores out of profits of theCompany for the current year. The dividend if approved by the members at the forthcomingAnnual General Meeting will be paid in compliance with applicable provisions of the Act.

7. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Company sends intimations to all Shareholders whose dividends areunclaimed so as to ensure that they receive their rightful dues. Efforts are also made toco-ordinate with the Registrar and Share Transfer Agents to locate the Shareholders whohave not claimed their dues. During the Year 2021-2022 the Company has transferreda sum of Rs 118567 (Rupees One Lakh Eighteen Thousand Five Hundred andSixty-Seven only) to Investor Education & Protection Fund related to 2013-14 theamount which was due and payable and remained unclaimed and unpaid for a period of sevenyears. Further the 460 number of Equity Shares pertaining to such unclaimed or unpaiddividend has also been transferred to the Investor Education and Protection Fund Authorityin accordance with the provisions of Section 124(6) of the Act read with Rule 6 of theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016. The Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on September 21 2021 (date of Last Annual General Meeting) on thewebsite of the Company www.jkumar.com as also on the Ministry of Corporate Affairswebsite.

8. SHARE CAPITAL

The Paid-up Share Capital as on March 31 2022 was H

37.83 Crores. During the Year the Company has neither issued anyshares nor has granted stock options or sweat equity. As on March 31 2022 99.99 % of thetotal paid-up capital of the Company stands in the dematerialized form.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 ("the Act") are given inthe note no. 5 & 10 to the Audited Financial Statements.

10. STATE OF COMPANY?S AFFAIRS BUSINESS REVIEW

The details of the Company?s affairs including its operations andprojects are more specifically given in the Management Discussion and Analysis Reportwhich is appended to this report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility has been an integral part of the way inwhich your Company does business. Your Company has made conscious efforts to involvecommunitiesinitsdevelopmentjourneyandhasreceived appreciations from the Stakeholderswhich gives a sense of pride and an encouragement to continue this resolve further andbetter. On the recommendation of the CSR Committee the Company has spent an amount of Rs4.10 Crores.

In accordance with the provisions of Section 135 the Act read withCompanies (Corporate Social Responsibility Policy) Rules 2014 an Annual Report on theCSR activities of the Company along with the CSR initiatives undertaken during FY22 isappended to this Report as "Annexure-A".

As mandated under Section 135 of the Act 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

12. COMPANY RESPONSE TO COVID-19

The Company finally emerged from COVID-19 pandemic with a much strongerbalance sheet as at the end of Year 2021-2022 and ended the Financial Year with a healthypositive cash flow from operating activities. This enabled reduction of gross workingcapital and Gross debt as on March 31 2022.

The Company has considered the possible impacts of COVID-19 inpreparation of these financial statements including but not limited to assessment of goingconcern assumption recoverable values of financial assets and expects to recover thecarrying amount of these assets.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including InternalFinancial Controls commensurate with the size scale and complexity of its operations asapproved by the Audit Committee and Board. The Internal Financial Controls are adequateand working effectively.

The scope of the Internal Audit as defined in the Internal AuditCharter covers the evolution of Internal Control System. To maintain its objectivity andindependence the Internal Auditor reports to the Chairman of the Audit Committee. TheInternal Auditor monitors and evaluates the efficacy and adequacy of the internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the report of internal auditor processowners undertake corrective actions in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee.

14. BUSINESS RESPONSIBILITY REPORTING

In compliance with the Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with SEBI circulars issuedfrom time to time the Business Responsibility Report for the Financial Year ended March31 2022 has been separately furnished in the Annual Report and forms a part of the AnnualReport

15. DIVIDEND DISTRIBUTION POLICY

As required under Listing Regulations your Company has establishedDividend Distribution Policy w.e.f. December 09 2016. The Dividend Distribution Policy isavailable on the website of the Company www.jkumar.com

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Act the Company isrequired to establish an effective Vigil Mechanism for Directors and employees to reportgenuine concerns to encourage and facilitate employees to report concerns about unethicalbehavior actual/ suspected frauds and violation of Company?s Code of Conduct orEthics Policy.

The policy provides for adequate safeguards against victimization ofpersons who avail the same and provides for direct access to the Chairman of the AuditCommittee. The policy also establishes adequate mechanism to enable employees reportinstances of leak of unpublished price sensitive information. The Audit Committee of theCompany oversees the implementation of the Whistle-Blower Policy. The said policy isavailable on the website of the Company website www.jkumar.com

17. DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Nomination & Remuneration Committee has been mandated toreview recommend appointment/s terms of appointment/ re-appointment of Director/s andKMPs based on the Company policies industry requirement and business strategy.

DIRECTORS:

APPOINTMENTS / RE-APPOINTMENT

Pursuant to the provisions of Section 152 of the Act Mr. Kamal J.Gupta (DIN: 00628053) Managing Director of the Company is liable to retire by rotationat the ensuing Annual General Meeting ("AGM") of the Company and being eligiblehe offers himself for re - appointment. Necessary resolution for his re-appointment isincluded in the Notice of AGM for seeking approval of Members. The Board of Directorsrecommends his re- appointment for your approval.

Pursuant to the provisions of Section 149 150 152 of the Act readwith Schedule IV and Section 161(1) read with Companies (Appointment and Qualification ofDirectors) Rules 2014 and other applicable provisions sections rules of the Act(including any statutory modifications or re-enactment thereof for the time being inforce) and on the recommendation of the Nomination and Remuneration Committee of theCompany the Board of Directors have approved the appointment of Mr. Sidharath Kapur(DIN: 02153416) as Non-Executive Independent Director w.e.f. February 08 2022.

The Members of the Company have approved the appointment of Mr.Sidharath Kapur (DIN: 02153416) as Non-Executive Independent Director vide the PostalBallot Notice dated March 29 2022 and the report from the Scrutinizer dated May 05 2022.

RESIGNATION:

Mr. Padam Prakash Jain Non-Executive Independent Director resignedfrom the Board of the Company w.e.f. November 23 2021.

Dr. R. Srinivasan Non-Executive Independent Director resigned from theBoard of the Company w.e.f. March 29 2022.

The Board places on record their appreciation towards valuablecontribution made by Mr. Padam Prakash Jain and Dr. R. Srinivasan during their tenure as aDirector of the Company.

CHIEF FINANCIAL OFFICER:

Mr. Arvind Gupta ceased to be the Chief Financial Officer of theCompany w.e.f. February 08 2022. Accordingly Mr. Arvind Gupta also ceased to bethe Chief Risk Officer of the Risk Management Committee of the Company.

The Board places on record his appreciation towards valuablecontribution made by Mr. Arvind Gupta during his tenure as the Chief Financial Officer ofthe Company.

On the recommendation of the Nomination and

Remuneration the Board has approved the appointment of Mr. PraveenKumar Bhandari as the Chief Financial Officer of the Company. Accordingly Mr. PraveenKumar Bhandari was also appointed as the Chief Risk Officer of the Risk ManagementCommittee of the Company.

Mr. Praveen Kumar Bhandari has tendered resignation from thedesignation of Chief Financial Officer of the Company w.e.f. May 12 2022 after closureof business working hours due to personal reasons. Accordingly he also ceased to be theChief Risk Officer of the Risk Management Committee of the Company.

On the recommendation of the Nomination and Remuneration Committee theBoard has approved the appointment of Mr. Madan Biyani as the Chief Financial Officer ofthe Company w.e.f. May 13 2022. Accordingly Mr. Madan Biyani is also appointed as theChief Risk Officer of the Risk Management Committee of the Company.

Declaration by Independent Directors and Senior Management Personnel oncompliance of code of conduct:

The Company has received and taken on record the declarations from allthe Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") Based on the confirmation /disclosures received from the Directors and on evaluation of the relationships disclosedthe following Non-Executive Directors are Independent.

Mr. P. P. Vora Mrs. Archana Surendra Yadav Mr. Sidharath Kapur(w.e.f. February 08 2022) Mr. Padam Prakash Jain (upto November 23 2021) andDr. R. Srinivasan (upto March 29 2022)

The Company has also received declarations regarding the compliance ofthe Code for Independent Directors as prescribed in Schedule IV to the Act.

The Independent Directors of the Company have confirmed that they haveregistered their names with the Institute of Corporate Affairs for inclusion of their namein the data bank for a period of one year as per the provisions in terms of Section 150of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors)Rules 2014.

Also Senior Management Personnel including Executive Directors havesubmitted their disclosures under Regulation 23 (6) of the Listing Regulations confirmingcompliance with the Code of Conduct for Directors and Senior Management Personnel.

Familiarisation Programme:

In compliance with the requirements of the Listing

Regulations the Company undertakes a familiarisation programme for theIndependent Directors to familiarise them with their roles rights and responsibilities asIndependent Directors nature of the industry the operations of the Company businessmodel risk management etc. The details of the programme are available on the Companywebsite at www.jkumar.com

The Company issues a formal letter of appointment to the IndependentDirectors outlining their role functions duties and responsibilities the format ofwhich is available 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 and Remuneration of Managerial Personnel) Rules 2014 the following are theKey Managerial Personnel of the Company:

• Mr. Jagdishkumar M. Gupta Executive Chairman

• Mr. Kamal J. Gupta Managing Director

• Dr. Nalin J. Gupta Managing Director

• Mr. Arvind Gupta Chief Financial Officer (upto February 08 2022)*

• Mr. Praveen Kumar Bhandari Chief Financial Officer (appointed w.e.f. February08 2022 and upto May 12 2022) and

• Mr. Madan Biyani Chief Financial Officer

(w.e.f. May 13 2022) and

• Mrs. Poornima Reddy Company Secretary

*Mr. Arvind Gupta ceased to be the Chief Financial Officer of theCompany and is re-designated in the Company as Vice - President -Taxation w.e.f. February09 2022.

18. BOARD EVALUATION

Pursuant to the provisions of Section 134(3) Section 149(8) andSchedule IV of the Act read with Listing Regulations Annual Performance Evaluation of theBoard the Directors as well as Committees of the Board has been carried out. Theperformance evaluation of all the Directors and the Board as a whole was conducted basedon the criteria and framework adopted by the Board details of which are provided in theCorporate Governance Report. The performance evaluation of the Independent Directors wascarried out by the entire Board and the performance evaluation of the Chairman andNon-Independent Directors was carried out by the Independent Directors in their separatemeeting. The Board of Directors expressed their satisfaction with the evaluation process.

19. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms ofListing Regulations and Section 177 of the Act. The constitution and other relevantdetails of the Audit Committee are given in the Corporate Governance Report. All therecommendations made by the Audit Committee were accepted by the Board of Directors.

20.REMUNERATION POLICY

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel Senior Management and their remuneration. The Remuneration Policyalong with the criteria for determining the qualification positive attributesindependence of a director is available on the website of the Company viz www.jkumar.com

21. MEETINGS

During the Financial Year the Board met on Five occasions the AuditCommittee met on Four occasions and the Nomination and Remuneration Committee met on Twooccasions. The gap between two consecutive Board Meetings and Audit Committee Meetings waswithin the limits prescribed by the Act and SEBI Listing Regulations 2015. The details ofthe meetings are more specifically given in the Corporate Governance Report which forms apart of this Annual Report.

22. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.

The Company has in place proper systems to ensure compliance with theprovisions of the applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

23. DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and belief the Directors of the Companymake the following statements in terms of Section 134(3)(c) and Section 134(5) of the Act

i. nI the preparation of the annual accounts for the Year ended March31 2022 the applicable Accounting Standards have been followed and there is no materialdeparture from the same;

ii. They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andits profit for that period; the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 312022 on a going concern basis;

v. They have laid down Internal Financial Controls to be followed bythe Company and that such Internal Financial Controls are adequate and were operatingeffectively;

vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

24.RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany?s website at www.jkumar.com This Policy deals with the review and approval ofrelated party transactions.

The Board of Directors of the Company has approved the criteria forgiving the omnibus approval by the Audit Committee within the overall framework of thePolicy on Related Party Transactions. Omnibus approval was obtained for Related PartyTransactions which are of repetitive nature and entered in the ordinary course of businessand at an arm?s length basis.

Pursuant to Regulation 23 of the Listing Regulations all Related PartyTransactions were placed before the Audit Committee on a quarterly basis for their reviewand approval. There were no material Related Party Transactions entered into by theCompany during the Financial Year under review. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) and Section 188(1) of the Act inForm AOC-2 is not applicable to your Company. The related party disclosures as specifiedin Para A of Schedule V read with Regulation 34 (3) of the Listing Regulations are moreparticularly given in the para (b) (c) (d) & (e) of note no. 33 to the FinancialStatements.

Pursuant to Regulation 23(9) of the Listing Regulations your Companyhas filed the reports on related party transactions with the Stock Exchanges.

None of the KMPs or their relatives has any pecuniary relationships ortransactions vis-?-vis the Company other than their shareholding if any in theCompany.

25. DEPOSITS/LOAN FROM DIRECTOR

During the year under review the Company has not accepted any depositsfrom 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 fromDirector/s of the Company during the Financial Year under consideration.

26.RISK MANAGEMENT

The Company has a comprehensive risk management framework that seeks tominimize adverse impact on business objectives and ensure appropriate identification andtreatment of risks. The Company understands the risk evaluation and risk mitigation is anongoing process within the organization and is fully committed to identify and mitigatethe risk in the business. The identification of risks is done at strategic business andoperational levels.

The Company has formulated and implemented a risk management policy inaccordance with the Listing Regulations to identify and monitor business risk and assistsin measures to control and mitigate such risks.

In accordance with the policy the risk associated with theCompany?s business is always reviewed and evaluated by the management team and placedbefore the Audit Committee and the Risk Management Committee. The Committee and Boardreviews these risks on periodical basis and ensures that mitigation plans are in place.The Committee and Board is briefed about the identified risks and mitigation plansundertaken.

The Company through its Risk management process aims to contain therisks within the risk appetite. There are no risks which in the opinion of the Boardthreaten the existence of the Company. However same of the risks which may posechallenges are set out in the management discussion and analysis which forms part of theAnnual Report. To further endeavor your Board constantly formulates strategies directedat mitigating these risks which get implemented at the Executive Management level and aregular update is provided to the Committee and the Board.

27. AUDITORS a) Statutory Auditors

The Auditor?s Report on Financial statements for the Year endedMarch 31 2022 does not contain any qualification reservation adverse remark ordisclaimer and therefore do not call for any further explanations or comments from theBoard under Section 134 (3) (c) (a) of the Act.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act the Company hasappointed M/s. Pusphendra Pratap Singh Practicing Company Secretaries (FCS: F11584 andCOP: 15570) to undertake the

Secretarial Audit of the Company for the Year ended March 312022. The report on the Secretarial Audit is annexed herewith as "Annexure - B".

There were no qualification reservation adverse remark or disclaimerin 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 (Firm Registration Number.000353) on the recommendation ofthe Audit Committee for auditing the cost records of the Company for the FY22.

In terms of Section 148 of the Act read with the Companies (Audit andAuditors) Rules 2014 appropriate resolution seeking ratification of the remuneration ofM/s Vaibhav Joshi & Associates (Membership Number: 15797) as Cost Auditors isincluded in the Notice convening the 23rd Annual General Meeting of the Company.

28.CORPORATE GOVERNANCE

The Corporate Governance Report together with the Certificate onCorporate Governance issued by M/s. Pushpendra Pratap Singh Practicing CompanySecretaries (FCS: F11584 and COP: 15570) confirmingcompliancewiththeconditionsofCorporateGovernance as stipulated under Regulation 34 of theSEBI Listing Regulations 2015 and the Management Discussion & Analysis Report givenin this Annual Report forms an integral part of this report.

29.ANNUAL RETURN

Pursuant to Section 92 (3) of the Act a copy of the Annual Return forthe Financial Year ended March 31 2022 has been placed on the website of the Company atwww.jkumar.com

30. PARTICULARS OF EMPLOYEES

The statement of disclosure of Remuneration under Section 197(12) ofthe Act read with the Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (‘Rules?) is appended as "Annexure - C"to this Report.

The information as per the provisions of the above Section of the Actread with Rule 5(2) and 5(3) of the Rules is provided in a separate Annexure forming partof this Report. However the Annual Report is being sent to the Members of the Companyexcluding the said Annexure. In terms of Section 136 of the Act the said Annexure is openfor inspection at the Corporate Office of your Company.

31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by theCompany provisions regarding conservation of energy and technology read with Section134(3)(m) of the Act 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. TheCompany is in tune with the changing trends of the modern technology/ machinery to be usedin its business.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were Foreign Exchange revenue during the year under review. Inrespect of the Foreign Exchange outgo disclosure of information as required under Section134 (3) (m) of Companies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules2014 is given in below:

Particulars (RS in Crores)
Foreign Exchange Earnings 0.46
Foreign Exchange Outgo 25.32

33. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by any Regulatorsor Courts or Tribunals during the Year ended March 31 2022 impacting the going concernstatus of the Company and Companies operation in future.

34. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on National Stock Exchange ofIndia Ltd. (NSE) and the BSE Ltd. (BSE). The Company confirms that it has paid the AnnualListing Fees for FY23 to NSE and BSE.

35. PREVENTION OF INSIDER TRADING

Your Company has adopted the Code of Fair Disclosure and Code ofConduct for regulating the dissemination of Unpublished Price Sensitive Information andtrading in securities by Insiders.

36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company has constituted Internal Complaint Committee (ICC)to redress the complaints received regarding sexual harassment.

DISCLOSURES AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company is committed to provide a healthy environment to allemployees that enables them to work without the fear of prejudice and gender bias. YourCompany has in place a gender-neutral Prevention of Sexual Harassment (POSH) Policy inline with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Your Company through this Policy has constituted an Internal ComplaintsCommittee (ICC) and has established a grievance procedure for protection againstvictimization.

During the year under review no complaints were received by theCommittee for Redressal.

37. CREDIT RATING AGENCY

India Rating Research (Ind-Ra) has maintained J. Kumar InfraprojectsLtd?s (JKIL) Long Term and Short Term Issuer Rating of IND A+. The detail Report onrating 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 iscarrying.

39. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR AND THE DATE OF THE REPORT

There were no reportable material changes or commitment occurredbetween the end of the Financial Year and the date of this report which may have anyeffect on the financial position of the Company

40.ACKNOWLEDGMENT

Your Directors take this opportunity to thank the customers vendorssupply chain partners employees Financial Institutions Banks Central and StateGovernment Regulatory Authorities Stock Exchanges and all the various Stakeholders fortheir continued cooperation and support to the Company.

By Order of the Board
Place: Mumbai Jagdishkumar M. Gupta
Date: May 30 2022 Executive Chairman

.