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J Kumar Infraprojects Ltd.
|BSE: 532940||Sector: Infrastructure|
|NSE: JKIL||ISIN Code: INE576I01022|
|BSE 00:00 | 17 Feb||143.70||
|NSE 00:00 | 17 Feb||144.55||
|Mkt Cap.(Rs cr)||1,087|
|Mkt Cap.(Rs cr)||1087.23|
J Kumar Infraprojects Ltd. (JKIL) - Director Report
Company director report
1. The Directors have pleasure in presenting their 20th Annual Report and theAudited Accounts for the Financial Year ended March 31 2019 together with the IndependentAuditors Report thereon.
2. Financial Results
(BABA in Lakh)
3. Review of Operations of the Company
Revenue from operations for the year at BABA 278709.09 Lakh as compared to BABA205071.89 Lakh for the previous year ended March 31 2018. Profit before Tax was BABA26829.39 Lakh as against BABA 20666.57 Lakh in the previous year ended March 31 2018.Profit after Tax was BABA 17706.70 Lakh as against BABA 13655.15 Lakh in the previousyear ended March 31 2018.
4. Transfer to Reserve
The Company has not transferred any amount to the reserves during the current financialyear
Your Company has a consistent track record of dividend payment. Continuing with thistrend Directors are pleased to recommend a dividend of BABA 2.25 (45%) per equity shareof BABA 5/- each on per Equity Share Capital of the Company subject to the approval ofshareholders at the ensuing Annual General Meeting which includes Dividend DistributionTax results in appropriation of BABA 2052.50 Lakh out of profits of the Company for thecurrent year.
The dividend if approved by the members at the forthcoming Annual General Meeting willbe paid in compliance with applicable provisions of the Act.
6. 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 2018-19 the Company has transferred a sum of BABA105389/- to Investor Education & Protection Fund
related to 2010-11 the amount which was due and payable and remained unclaimed andunpaid for a period of seven years. Further the 2856 number of equity shares pertainingto such unclaimed or unpaid dividend has also been transferred to the Investor Educationand Protection Fund Authority in accordance with the provisions of Section 124(6) of theCompanies Act 2013 read with Regulation 6 of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016. The Company has uploadedthe details of unpaid and unclaimed amounts lying with the Company as on September 262018 (date of Last Annual General Meeting) on the website of the Company (
7. Share Capital
The Paid-up Equity Share Capital as on March 312019 was BABA 3783.28 Lakh. During theFinancial Year the Company has neither issued any shares nor has granted stock options orsweat equity
8. 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 FinancialStatements.
9. State of Companys Affairs Business Review
The details of the Companys affairs including its operations and projects aremore specifically given in the Management Discussion and Analysis Report which isappended to this report.
10. 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 BABA 330.25 Lakhas against BABA 346.86 Lakh.
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 2018 - 19 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 hosted onthe website of the Company www.jkumar.com
11. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining a Companys capacity to create sustainablevalue is the ability and willingness of the Company to take risks and manage themeffectively and efficiently. Many types of risks exist in the Companys operatingenvironment and emerge on a regular basis due to many factors such as changes inregulatory framework economic fundamentals etc. In order to evaluate identify andmitigate these business risks the Company has a robust Risk Management framework. Thisframework seeks to create transparency ensure effective risk mitigation process andthereby minimize adverse impact on the business objectives and enhance the Companyscompetitive advantage. The Business risks as identified are reviewed and a detailed actionplan to mitigate the identified risks is drawn up and its implementation is monitored. Thekey risk and mitigation actions are placed before the Audit Committee of the Company.
Further the Company has constituted a Risk Management Committee (RMC) in accordancewith the provisions of the Companies Act 2013. The details in this regards are morespecifically given in the Corporate Governance Report which forms a part of this report.
12. Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the Internal Audit as defined in the InternalAudit Charter covers the evolution of Internal Control System. To maintain its objectivityand
independence 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.
13. Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Whistle-Blower Policy for Directors and employees to reportgenuine concerns and to provide for adequate safeguards against victimization of personswho may use such mechanism. The Company has adopted a Whistle Blower Policy for directorsand employees to report genuine concerns and to provide for adequate safeguards againstvictimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in theCorporate Governance Report annexed to this Report. The said policy is hosted on thewebsite of the Company website www.jkumar.com.
14. Directors / Key Managerial Personnel
Re-appointment of Executive Chairman and both Managing Directors
The Board of Directors had on the recommendation of the Nomination and RemunerationCommittee and approval of the Audit Committee has approved the re-appointment of Mr.Jagdishkumar M Gupta as Executive Chairman Mr. Kamal J. Gupta Managing Director and Mr.Nalin J. Gupta Managing Director of the Company for a further period of 5 years witheffect from May 20 2019. The terms and conditions of their appointment including theirremuneration are subject to the approval of the Shareholders in the ensuing AnnualGeneral Meeting.
The Board of Directors recommends the re-appointment of the Executive Chairman and boththe Managing Directors.
Directors liable to retirement by rotation
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Kamal J.Gupta Director liable to retire by rotation at the ensuing Annual General Meeting of theCompany and being eligible he offered himself for re-appointment. Necessary resolutionsfor his re-appointment are included in the Notice of AGM for seeking approval of Members.The Board of Directors recommend his reappointment for your approval.
Declaration by Independent Directors
The company has received declarations from all the Independent Directors of the companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Based on the confirmation / disclosuresreceived from the Directors and on evaluation of the relationships disclosed thefollowing Non-Executive Directors are Independent.
Dr. R. Srinivasan Mr. P. P. Vora Mr. Ajit Singh Chatha and Mr. Padam Prakash Jain.
Key Managerial Personnel: Mr. Jagdishkumar M. Gupta Executive Chairman Mr. KamalJ. Gupta Managing Director Mr. Nalin J. Gupta Managing Director Mr. Arvind Gupta ChiefFinancial Officer and Mrs. Poornima Reddy Company Secretary are Key Managerial Personnelas per section 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.There has been no changein the Key Managerial Personnel during the Financial Year under review.
15. 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 March 23 2019 evaluatedperformance of the Chairman non-independent directors of the Company and the performanceof the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee has also carried out evaluation of every Directorsperformance and the Board has carried out formal annual evaluation of its own performanceand that of its Committees and individual Directors. Further the evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated.
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.
16. 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.
17. 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.
During the financial year the Board met on six 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.
19. 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).
20. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act 2013 ("the Act") we herebystate that:
i) in the preparation of the annual accounts the applicable Ind AS had been followed;
ii) your Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and its profit forthe year ended on that date;
iii) your Directors 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) your Directors have prepared the Annual Accounts for the year ended March 31 2019on a going concern basis;
v) The Directors have laid down internal financial controls which are followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
21. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were onan arms length basis and in the ordinary course of business. There were nomaterially significant Related Party transactions entered into by the Company withPromoters Directors or Key Managerial Personnel which may have a potential conflict withthe interest 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 arms length basis the requirements of furnishingthe requisite 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.
The policy on Related Party Transactions as approved by the Board is hosted on theCompanys website www.jkumar.com.
None of the Directors/ KMPs or their relatives has any pecuniary relationships ortransactions vis-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 a Directors 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 companies business isalways reviewed by the management team and placed before the Audit Committee. The AuditCommittee reviews these risk 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.
a) Statutory Auditors
M/s Todi Tulsyan & Co Chartered Accountants were appointed as Auditors of theCompany for a term of 4 (four) consecutive years from the conclusion of the AnnualGeneral Meeting held on September 28 2017 upto the conclusion of the Annual Generalmeeting to be held in the Year 2021 subject to the ratification by shareholders of theCompany at every Annual General Meeting. However the Companies (Amendment) Act 2017 hasremoved the requirement of the Annual ratification of appointment of Statutory Auditors ofthe Company by the shareholders They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation adverse remark or disclaimer.
The Auditors Report on the Financial Statement of the Company for the FinancialYear 2018-19 does not contain any qualification reservation or adverse remark.
The Directors of your Company confirm that no frauds or instances of mis-managementwere reported by the Statutory Auditor under of Section 143(12) of the Companies Act 2013
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Virendra Bhatt & Co. Company Secretaries in practice to undertake theSecretarial Audit of the Company. The report on the Secretarial Audit is annexed herewithas " 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 2019-20.
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 the20th Annual General Meeting of the Company.
The Cost Audit Report for the financial year 2018-2019 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 Mr. Todi Tulsyan & Co Practicing Chartered Accountant confirming compliancewith the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the ManagementDiscussion & Analysis Report given in this Annual Report forms an integral part ofthis 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 equipments machinery etc. used in the construction. TheCompany is in tune with the changing trends of the modern technology/ machinery to be usedin its business.
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:
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 2019 impacting the going concernstatus of the Company and Companies operation in future. However the Interim Order datedSeptember 28 2018 wherein pending investigation SEBI has on the basis of prima facieobservations made therein directed the company to file its reply/observations within 30days of receipt of order. The Company has filed its reply within the prescribed time andthe matter is still pending before SEBI for final decision.
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 Ratings and Research (Ind-Ra) has maintained J. Kumar Infraprojects Ltds(JKIL) Long Term Issuer Rating of IND A+ on Rating Watch Negative (RWN). The detail Reporton rating is covered in Corporate 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
The Directors express their deep gratitude and thank the Central and State Governmentsas well as their respective Departments and Development Authorities connected with thebusiness of the Company contractors and consultants and also Banks FinancialInstitutions shareholders and employees of the Company for their continued support andencouragement.