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Directors Report of J Kumar Infraprojects Ltd.

Mar 31, 2023

Directorâs Report

Dear Shareholders,

The Board of Directors are pleased to present the 24^th (Twenty-Fourth) Annual Report of the Company along with the Audited
Financial Statements for the Financial Year ended March 31, 2023. A brief summary of the Company''s financials during the
year ended March 31, 2023 is given below:

1. SUMMARISED FINANCIAL RESULTS:

Particulars	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022
Revenue from operations	4,203.14	3,527.20
Other income	30.43	24.86
Total Income	4,233.58	3,552.06
Profit before Interest, Depreciation, Exceptional Items and Tax	597.07	504.59
Less: Finance Cost	99.19	99.99
Profit before Depreciation, Exceptional Items and Tax	528.31	429.46
Less: Depreciation Expense	154.74	146.79
Profit Before Tax	373.57	282.68
Provision for Tax (Including earlier Year Taxation)	99.17	76.80
Profit After Tax	274.40	205.88
Other comprehensive income for the year	1.38	1.45
Total comprehensive income for the year	275.78	207.33
Paid up Capital	37.83	37.83

Some of the key highlights of the year were:

Robust performance:

â¢ Record revenue from operations of J 4,203 crores

â¢ Highest ever EBITDA of J 597 crores

â¢ Highest ever Profit after tax of J 274 crores

Strong Balance Sheet:

â¢ Net debt free Company.

â¢ Gross debt to J 516 crores at the end of the FY 2023 as
compared to J 431 crores at the end of FY 2022.

â¢ ICRA Limited has assigned the Company''s Rating as
ICRA A / Stable for fund based limits and Non Fund
based limits and ICRA A1 for Commercial Paper.

2. REVIEW OF OPERATIONS OF THE COMPANY:

The Company is a pure play EPC Company having
a niche in construction of Urban Infra Projects
including Metros, Flyover, bridges etc. It is renowned
for undertaking design and construction projects on
a turnkey basis meeting their clients'' requirements.
JKIL is focused on EPC projects, having strong
foothold in various sectors like Urban Infrastructure,
Transportation Infrastructure, & Civil Construction, etc.

During the year under review, your Company has
received new contracts of approximately J 2,652
crores (excluding GST). As of March 31, 2023,
the aggregate value of orders on hand stands at
J 11,853 crores.

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

3. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:

The Company does not have any Subsidiary/ies,
Associate/s, Joint Venture/s as on the date of this
report. However the Company has 21 joint operations,
refer to Note No. 33 to the Audited Financial Statements
in this Annual Report.

4. FINANCIAL PERFORMANCE:

Revenue from operations for the year at J 4,203
Crores as compared to J 3,527 Crores for the previous
year ended March 31, 2022. Profit before Tax was J
373 Crores as against J 282 Crores in the previous
year ended March 31, 2022. Profit after Tax was J 274
Crores as against J 205 Crores in the previous year
ended March 31, 2022.

5. EARNINGS PER SHARE (EPS):

The Basic EPS of the Company stood at J 36.26 for the
year ended March 31, 2023.

6. TRANSFER TO RESERVE:

The Company has not transferred any amount to the
reserves during the current financial year.

7. DIVIDEND:

Your Company has a consistent track record of dividend
payment. Continuing with this trend and inline with
the Dividend Distribution Policy of the Company, the
Directors are pleased to recommend a dividend of
J 3.50/- (70%) per equity share of J 5/- each payable to
those shareholders whose name appear in the Register
of Members as on the Book Closure / Record date for
the financial year ended March 31, 2023, subject to the
approval of shareholders at the ensuing Annual General
Meeting. The total outflow on account of equity dividend
will be J 26.48 Crores out of profits of the Company
for the current year, vis a vis J 22.70 Crores paid for
FY 21-22. The dividend if approved by the members at
the forthcoming Annual General Meeting, will be paid
in compliance with applicable provisions of Companies
Act 2013 (âthe Actâ). Dividend Distribution Policy of
the Company is available on http://www.jkumar.com/
content/upload/1/root/dividend-distribution-policy.pdf

8. TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND:

The Company sends intimations to all shareholders
whose dividends are unclaimed so as to ensure that
they receive their rightful dues. Efforts are also made
to co-ordinate with the Registrar and Share Transfer
Agents to locate the shareholders who have not claimed
their dues. During the FY 22-23, the Company has
transferred a sum of J 1,00,956/- (Rupees One Lakh
Nine Hundred and Fifty-Six only) to Investor Education
& Protection Fund related to FY 2014-15, the amount
which was due and payable and remained unclaimed
and unpaid for a period of seven years. Further 465
number of equity shares pertaining to such unclaimed
or unpaid dividend has also been transferred to the
Investor Education and Protection Fund Authority in
accordance with the provisions of Section 124(6) of
the Act read with Rule 6 of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016. The Company has uploaded
the details of unpaid and unclaimed amounts lying with
the Company as on September 20, 2022 (date of Last
Annual General Meeting) on the website of the Company
http://www.ikumar.com/unpaid-dividend-information,
as also on the Ministry of Corporate Affairs website.

In pursuance of Regulation 39 read with Schedule
VI of the Listing Regulations, the details of shares
lying in unclaimed suspense account and unclaimed
shares/dividend transferred to Investor Education
and Protection Fund, are provided in the Report on
Corporate Governance.

9. SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2023 was
J37.83 Crores. During the Financial Year, the Company
has neither issued any shares nor has granted stock

options or sweat equity. As on March 31, 2023,
99.99 % of the total paid-up capital of the Company
stands in the dematerialized form.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of Loans, Guarantees and Investments as
covered under the provisions of Section 186 of the Act
read with Companies (Meetings of Board and its Powers)
Rules, 2014 as at March 31, 2023 are given in the note
no. 5 & 11 to the Audited Financial Statements in this
Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Part B of Schedule
V of the Listing Regulations, a detailed review of the
business operations, performance, future outlook,
major events occurred during the year as well as
state of company''s affairs is given in the Management
Discussion and Analysis, which forms part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY
(âCSRâ):

Corporate Social Responsibility has been an integral
part of the way in which your Company does business.
Your Company has made conscious efforts to involve
communities in its development journey and has
received appreciations from the stakeholders, which
gives a sense of pride and an encouragement to
continue this resolve further and better. The Company
considers its economic, environmental and social
responsibility to foster sustainable local development as
well as extend necessary support to the underprivileged
and poor sections of the society. The Board had at its
meeting held on May 30, 2022, approved the Annual
Action Plan of CSR activities to be undertaken during
the year in accordance with the CSR policy of the
Company, which can be accessed at http://www.ikumar.
com/content/upload/1/policies-and-code-of-conduct/
corporate-social-responsibilitv-policv.pdf

On the recommendation of the CSR Committee, the
Company has spent an amount of J 4.05 Crores (Rupees
Four Crores Five Lacs Only) towards CSR expenditure
for the Financial Year ending as on March 31, 2023.

In accordance with the provisions of section 135
of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, an Annual Report on
the CSR activities of the Company along with the CSR
initiatives undertaken during the FY 22-23 is appended
to this Report as âAnnexure - Aâ.

Chief Financial Officer has certified that the funds
disbursed for CSR during the financial year 2023, have
been used for the purpose and in the manner approved
by the Board.

As mandated under Section 135 of the Act, the
Composition of Corporate Social Responsibility
Committee is given in the Report on Corporate
Governance, forming part of this Report. Corporate
Responsibility Policy of the Company is available on
the website of the Company and can be accessed at
http://www.ikumar.com/content/upload/1/policies-
and-code-of-conduct/corporate-social-responsibilitv-
policv.pdf

13. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY, RISK MANAGEMENT AND
COMPLIANCE FRAMEWORK:

The Company has in place adequate Internal
Control System, including Internal Financial Controls,
commensurate with the size, scale and complexity of its
operations as approved by the Audit Committee and
Board. The Internal Financial Controls are adequate
and working effectively.

The scope of the Internal Audit as defined in the Internal
Audit Charter covers the evolution of Internal Control
System. To maintain its obiectivity and independence,
the Internal Auditor reports to the Chairman of the
Audit Committee. The Internal Auditor monitors and
evaluates the efficacy and adequacy of the internal
control system in the Company, its compliance with
operating systems, accounting procedures and policies
at all locations of the Company. Based on the report of
internal auditor, process owners undertake corrective
actions in their respective areas and thereby strengthen
the controls. During the year under review, no material
or serious observation has been received from the
Internal Auditors of the Company for the inefficiency or
inadequacy of such controls.

The Company believes that internal controls are the
prerequisite of governance and all the actions should
be exercised within the framework of checks and
balances. It has laid down an adequate system of
internal controls, policies and procedures for ensuring
orderly and efficient conduct of the business, including
adherence to the Company''s policies, safeguarding of its
assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records,
timely preparation of reliable financial disclosures and
to ensure compliance with regulatory requirements.

The internal financial controls are adequate and
operating effectively. Effectiveness of internal financial
controls is ensured through management reviews and
controlled self assessment.

The Company also has Risk Management Policy
and framework in place which defines roles and
responsibilities at various levels of the risk management
process.

Risk Management Committee (âRMCâ) oversees the
implementation of Risk Management Policy as well
as risk management and mitigation framework. Risks
are categorised into Regulatory, Competition, Cyber
Security including Data Security, Economic & Political
Environment, Environmental, Social & Governance Risks
and other critical risks. The Chief Risk Officer engages
with all functional all heads to identify internal and
external events that may have an adverse impact
on the achievement of Company''s objectives and
periodically monitor changes in both internal and
external environment leading to emergence of a new
threat/risk.

Risk Management Policy of the Company can be
accessed at http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/i-kumar-
riskmanagement-policv.pdf.

14. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (âBRSRâ):

SEBI, vide its circular dated May 10, 2021, made filing
of BRSR mandatory for the top 1,000 listed companies
(by market capitalization), replacing the existing
BRR from FY 22-23, while disclosure is voluntary for
FY 21-22.

In compliance with the Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ) read with
SEBI circulars issued from time to time, the BRSR for
the financial year ended March 31, 2023 has been
separately furnished in the Annual Report and forms
a part of the Annual Report. The BRSR has been
prepared in accordance with the format prescribed
by SEBI. It describes various initiatives taken by the
Company from environment, social and governance
perspective.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Act and
the Listing Regulations, the Company has established
a mechanism through which all the stakeholders can
report the suspected frauds and genuine grievances
to the appropriate authority and to encourage and
facilitate employees to report concerns about unethical
behavior, actual/ suspected frauds and violation of
Company''s Code of Conduct or Ethics Policy.

The policy provides for adequate safeguards against
victimization of persons who avail the same and
provides for direct access to the Chairperson of the
Audit Committee. The policy also establishes adequate
mechanism to enable employees report instances
of leak of unpublished price sensitive information.

The Audit Committee of the Company oversees the
implementation of the Whistle-Blower Policy.

The said policy is available on the website of the
Company website: http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/whistle-
blower-policy-iki.pdf

During the year under review the Company has not
received any complaint(s) under the said policy.

The same is reviewed by the Audit Committee from
time to time. No concerns or irregularities have been
reported by employees/directors till date. It is affirmed
that no person has been denied access to the Audit
Committee.

16. DIRECTOR AND KEY MANAGERIAL PERSONNEL
(âKMP"):

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

DIRECTORS:

POLICIES ON APPOINTMENT AND REMUNERATION
OF DIRECTORS:

Policy for the appointment of Person as âDirectorâ
and evaluation of Directors and Senior Management
Personnel, of the Company can be accessed at http://
www.ikumar.com/content/upload/l/policies-and-
code-of-conduct/policy-on-the-appointment-of-
person-as-director-and-evaluation-of-directors-
and-senior-management personnel.pdf which sets
out guiding principles for selection of persons who are
qualified to become Directors/Independent Directors.

The objective of Policy for Nomination and Remuneration
of Directors and Employees is to ensure that the level
and composition of remuneration is reasonable and
sufficient to attract, retain and motivate the Directors,
KMP and Senior Management employees and the said
policy can be accessed at http://www.ikumar.com/
content/upload/l/policies-and-code-of-conduct/
nomination-and-remuneration-policy.pdf

APPOINTMENTS / RE-APPOINTMENT:

RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Act, Dr.
Nalin J. Gupta (DIN: 00627832), Managing Director of
the Company, is liable to retire by rotation at the ensuing
Annual General Meeting (âAGMâ) of the Company and
being eligible, he offers himself for re - appointment.
Necessary resolution for his re-appointment is included
in the Notice of AGM for seeking approval of Members.
Additional information, pursuant to Regulations 36(3)
of the Listing Regulations, in respect of the Director

seeking re-appointment in AGM, forms a part of the
Notice. The Board of Directors recommends his reÂ¬
appointment for your approval.

Based on the disclosures received by them, none of the
Directors of the Company are disqualified /debarred
for being appointed as Directors as specified in Section
164(2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules,
2014 and the SEBI Order.

APPOINTMENTS:

Pursuant to the provisions of Section 149, 150, 152 of the
Act read with Schedule IV and Section 161(1) read with
Companies (Appointment and Qualification of Directors)
Rules, 2014, and other applicable provisions, sections,
rules of the Act, (including any statutory modifications
or re-enactment thereof for the time being in force),
and on the recommendation of the Nomination and
Remuneration Committee of the Company the Board
of Directors, have approved the appointment of Mr.
Raghav Chandra (DIN: 00 057760) as Non-Executive
Independent Director, with effect from November 01,
2022.

The Members of the Company have approved the
appointment of Mr. Raghav Chandra (DIN: 0 0057760)
as Non-Executive Independent Director, vide the Postal
Ballot Notice dated November 01, 2022 and the report
from the Scrutinizer dated December 15, 2022.

DEMISE:

With profound sadness and grief, the Directors of the
Company, report the sad demise of Late Mr. P. P. Vora,
Non-Executive Independent Director on August 05,
2022.The Company immensely benefitted from his
leadership during his tenure both as a Member of the
Board of Directors and as a Member of Various Board
Committees. The Board conveys its deep sympathy,
sorrow and condolences to his family and places on
record its deep appreciation of the valuable services
rendered by Mr. P. P. Vora during his tenure on the
Board of the Company.

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

The Company has received and taken on record the
declarations from all the Independent Directors of
the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6)
of the Act, sub rule (1) and (2) of Rule 6 of Companies
(Appointment and Qualification of Directors) Rules,
2014 as amended and Regulation 16(1)(b) of the Listing
Regulations. Based on the confirmation / disclosures
received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive
Directors are Independent.

Mr. Raghav Chandra (w.e.f. November 01, 2022), Mr.
Sidharath Kapur and Mrs. Archana Yadav.

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

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

Also Senior Management Personnel, including Executive
Directors have submitted their disclosures under Regulation
23(6) of the Listing Regulations confirming compliance with
the Code of Conduct for Directors and Senior Management
Personnel. The Board is of the opinion that the Independent
Directors possess requisite qualifications, experience and
expertise in the fields of operations, finance, strategy, risk
management and they hold high standards of integrity. Skill
set, expertise & competencies matrix of all the Directors is
provided in the Report on Corporate Governance forming
part of this Annual Report.

Familiarization Programme:

In compliance with the requirements of the Listing
Regulations, the Company undertakes a familiarisation
programme for the Independent Directors to familiarise
them with their roles, rights and responsibilities as
Independent Directors, nature of the industry, the
operations of the Company, business model, risk
management etc. The details of the programme are
hosted on the Company website at: http://www.jkumar.
com/familiarisation-programme/familiarisation-
programme-2022-2023

The Company issues a formal letter of appointment to
the Independent Directors outlining their role, functions,
duties and responsibilities, the format of which is
available on the Company''s website at http://www.
ikumar.com/appointment-letters

Key Managerial Personnel:

In terms of Section 2(51) and 203 of the Act, read with
the Companies (Appointment and Remuneration of
Managerial Personnel), Rules 2014 the following are the
Key Managerial Personnel of the Company as on March
31, 2023:

â¢ Mr. Jagdishkumar M. Gupta, Executive Chairman

â¢ Mr. Kamal J. Gupta, Managing Director

â¢ Dr. Nalin J. Gupta, Managing Director

â¢ Mr. Madan Biyani, Chief Financial Officer (with
effect from May 13, 2022)

â¢ Mrs. Poornima Reddy, Company Secretary

17. BOARD AND DIRECTOR''S EVALUATION:

Pursuant to the provisions of Section 134(3), Section
149(8) and Schedule IV of the Act read with Regulation
17(10) of the Listing Regulations, Annual Performance
Evaluation of the Board, the Directors as well as
Committees of the Board has been carried out, in
accordance with the Policy on Board Evaluation,
criteria laid down which are in alignment with the best
corporate governance practices and the said policy
of the Company can be accessed at http://www.
ikumar.com/content/upload/1/policies-and-code-of-
conduct/policy-on-the-appointment-of-person-as-
director-and-evaluation-of-directors-and-senior-
management-personnel.pdf

The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on
the basis of criteria such as the board composition and
structure, effectiveness of board processes, information
and functioning, etc.

The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
Members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings,
etc.

Further, at a separate meeting of Independent Directors,
performance of the Directors, the Board as a whole and
the Chairman of the Company was evaluated, taking
into account the views of executive directors and nonÂ¬
executive directors.

A consolidated report on performance evaluation was
shared with the Chairman of the Board for his review and
discussion with Board and each Director. The manner
of evaluation of Board of Directors performance and
matters incidental thereto, are detailed in the Report on
Corporate Governance.

18. BOARD COMMITTEES:

The Board has constituted six committees, viz.,
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders'' Relationship Committee,
Risk Management Committee and the Committee of
Directors- Management. All the recommendations
made by these Committees to the Board were accepted
by the Board. Details of committees, its composition,
committee meetings held etc. are provided in the Report
on Corporate Governance.

19. AUDIT COMMITTEE:

The Audit Committee of the Board has been constituted
in terms of Regulation 18 of the Listing Regulations
and Section 177 of the Act. The constitution and other
relevant details of the Audit Committee are given
in the Section relating to Corporate Governance

Report forming a part of the Annual Report, All the
recommendations made by the Audit Committee were
accepted by the Board of Directors,

20. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for
selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration,
The Remuneration Policy along with the criteria for
determining the qualification positive attributes,
independence of a director is available on the website
of the Company viz: http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/nomination-
and-remuneration-policy.pdf. the-appointment-of-
person-as-director-and-evaluation-of-directors-and-
senior management-personnel.pdf

21. MEETINGS:

During the Financial Year, the Board met on seven
occasions, the Audit Committee met on four occasions,
the Nomination and Remuneration Committee met
on five occasions, the Stakeholders Relationship
Committee met on three occasions, Corporate Social
Responsibility Committee met on three occasions and
Risk Management Committee met on two occasions.
The gap between two consecutive Board Meetings
and Audit Committee Meetings was within the limits
prescribed by the Act and Listing Regulations, 2015.
The details of the meetings with respect to the Board
and Committee meetings and attendance there at as
required under the Secretarial Standard-1 issued by
the Institute of Company Secretaries of India have been
provided in the Corporate Governance Report forming
part of this Annual Report.

22. STATEMENT ON COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS:

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

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

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, your Directors
of the Company make the following statements in terms
of Section 134(3)(c) and Section 134(5) of the Act.

i. In the preparation of the Annual Accounts, for the
Financial Year ended March 31, 2023, the applicable
Accounting Standards have been followed and there
is no material departure from the same;

ii. They have selected such accounting policies and
applied them consistently and made iudgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at March 31, 2023 and of the
profit of the Company for the financial year ended
March 31, 2023;

iii. They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

iv. They have prepared the Annual Accounts for the
year ended March 31, 2023 on a going concern
basis;

v. They had laid down Internal Financial Controls
to be followed by the Company and that such
Internal Financial Controls are adequate and were
operating effectively;

vi. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

24. RELATED PARTY TRANSACTIONS (âRPTâ)
AND POLICY:

In line with the requirements of the Act and Listing
Regulations, your Company has formulated a Policy
on Related Party Transactions which is available on
Company''s website and can be accessed at http://
www.ikumar.com/content/upload/1/policies-and-code-
ofconduct/policv-on-related-partv-transactions.pdf

This Policy deals with the review and approval of
related party transactions. The Board of Directors
of the Company has approved the criteria for giving
the omnibus approval by the Audit Committee within
the overall framework of the Policy on Related Party
Transactions. Omnibus approval was obtained for
Related Party Transactions which are of repetitive
nature and entered in the ordinary course of business
and at an arm''s length basis.

Pursuant to Regulation 23(3) of the Listing Regulations
and Rule 6A of the Companies (Meetings of Board
and its Powers) Rules, 2014, the Audit Committee
granted omnibus approval to the transactions likely to
be entered into by the Company with related parties
during the year which are of repetitive nature.

All RPTs entered into by the Company during the
financial year were in accordance with the Company''s
Policy on RPTs and in pursuance of approval granted
by the Audit Committee. Pursuant to Regulation 23 of
the Listing Regulations, all Related Party Transactions
were placed before the Audit Committee on a quarterly

basis for their review and approval. There were no
material Related Party Transactions entered into by
the Company during the Financial Year under review.
Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) and Section 188(1)
of the Act in Form AOC-2 is not applicable to your
Company. The related party disclosures as specified
in Para A of Schedule V read with Regulation 34 (3) of
the Listing Regulations are more particularly given in
the para (b) (c) (d) & (e) of note no. 33 to the Financial
Statements which sets out RPT disclosures pursuant to
IND AS-24.Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the reports on
related party transactions with the Stock Exchanges.
None of the KMPs or their relatives has any pecuniary
relationships or transactions vis-a-vis, the Company,
other than their shareholding, if any, in the Company.

25. DEPOSITS / LOAN FROM DIRECTOR:

During the year under review, the Company has not
accepted any deposits from the public within the
meaning of section 73 and 74 of the Act read with the
Companies (Acceptance of Deposits Rules 2014). The
Company has not taken or accepted any loan from
Director/s of the Company during the Financial Year
under consideration.

26. RISK MANAGEMENT:

The Company has a comprehensive Risk Management
framework that seeks to minimize adverse impact
on business objectives and ensure appropriate
identification and treatment of risks. The Company
understands the risk evaluation and risk mitigation
is an ongoing process within the organization and is
fully committed to identify and mitigate the risk in the
business. The identification of risks is done at strategic,
business and operational levels.

The Company has formulated and implemented a Risk
Management policy which can be accessed at http://
www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/i-kumar-risk-management-policv.pdf
in accordance with the Listing Regulations, to identify
and monitor business risk and assist in measures to
control and mitigate such risks.

In accordance with the policy, the risk associated with the
Company''s business is always reviewed and evaluated
by the management team and placed before the Audit
Committee and the Risk Management Committee.
The Committee and Board reviews these risks on a
periodical basis and ensures that mitigation plans are
in place. The Committee and Board is briefed about the
identified risks and mitigation plans undertaken.

The Company through its Risk Management process
aims to contain the risks within the risk appetite. There
are no risks which in the opinion of the Board threaten
the existence of the Company. To further endeavor,
your Board constantly formulates strategies directed

at mitigating these risks which are implemented at the

Executive Management level and a regular update is

provided to the Committee and the Board.

27. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

M/s. Todi Tulsyan & Co., Chartered Accountants
(Firm Registration Number 002180C) as Statutory
Auditors of the Company. At the 22^nd AGM held on
September 21, 2021 the members had approved
re-appointment, to hold office for a period of five
years from the conclusion of that AGM till the
conclusion of the 27^th AGM, to be held in 2026.

The Auditors'' Report on the financial statements of
the Company for the financial year ended 31 March
2023 is enclosed with the financial statements,
which forms part of this Annual Report. Notes on
financial statement referred to in the Auditor''s
Report are self explanatory and do not call for any
further comments.

The Auditor''s Report on financial statements of
the Company for the Financial Year ended March
31, 2023, does not contain any qualification,
reservation, adverse remark or disclaimer and
therefore, do not call for any further explanations or
comments from the Board under Section 134 (3) (c)
(a) of the Act.

The Statutory Auditors have not reported any
instance of fraud committed in the Company by
its Officers or Employees to the Audit Committee
under section 143(12) of the Act, details of which
needs to be mentioned in this Report.

b) Secretarial Auditor and Audit Report :

Pursuant to the provisions of Section 204(1) of the
Act, the Company has appointed M/s. Dhrumil M.
Shah & Co. LLP Practicing Company Secretaries,
(FCS: 8021 and COP: 8978) to undertake the
Secretarial Audit of the records and documents of
the Company for the financial year ended March
31, 2023. For the Financial Year ended March 31,
2023 the Secretarial Audit Report pursuant to
the said Section and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules,
2014, as issued by Mr. Dhrumil M. Shah (Partner)
of M/s. Dhrumil M. Shah & Co. LLP, Practising
Company Secretaries. (FCS 8021 and COP 8978)
in Form MR-3 is annexed here to and forms part of
this Report âAnnexure-Bâ. The Secretarial Auditors''
Report to the Members of the Company for the
Financial Year ended March 31, 2023 does not
contain any qualification(s), reservation or adverse
observations.

On the recommendations of the Audit Committee,
Board of Directors have appointed M/s. Dhrumil

Shah & Co., LLP, Practicing Company Secretaries,
to conduct the secretarial audit of the Company for
Financial Year ended March 31, 2024. They have
consented and confirmed their eligibility for the said
re appointment.

Annual Secretarial Compliance Report:

The Company has also undertaken an audit for the
FY 2022 - 23 pursuant to SEBI Circular No. CIR/
CFD/ CMO/I/27/2019 dated February 08, 2019
for all applicable compliances as per the Securities
and Exchange Board of India Regulations and
Circular/ Guidelines issued thereunder. The Report
(Annual Secretarial Compliance Report) has been
submitted to the Stock Exchanges.

c) Internal Auditors:

On the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. B.N. Kedia
& Co., Chartered Accountants, (ICAI Registration
No. of the Firm : 01652N) as Internal Auditors of the
Company for the Financial Year 2022-23. M/s. B. N.
Kedia & Co., has conducted the Internal Audit of the
Company. Internal Audit Report was presented in
the each Audit Committee Meeting and the Board
of Directors. No instances of fraud, suspected fraud,
irregularity or failure of internal control systems
of material nature were reported by the internal
auditors during the year.

M/s. B. N. Kedia & Co., has also consented to act
as the Internal Auditor of the Company for the
Financial Year 2023-24.

d) Cost Records:

The Company maintains cost accounts and records
as per the provisions of Section 148(1) of the Act
and the same are audited by the Cost Auditors.
In accordance with Section 148(6) of the Act read
with Rule 6(6) of the Companies (Cost Records and
Audit) Rules, 2014, cost audit report, in Form No.
CRA-4 (in XBRL mode), for the year ended March
31, 2022, was filed with the Ministry of Corporate
Affairs, within the prescribed time.

In compliance with the provisions of Section
148 of the Act read with the Companies (Audit
and Auditors) Rules 2014, and based on the
recommendation of the Audit Committee, the Board
of Directors of the Company has appointed M/s.
Vaibhav Joshi & Associates., Cost & Management
Accountants, (Membership Number: 15797)
(Firm Registration Number: 101329) as the Cost
Auditors of the Company for the FY 22-23 and
FY 23-24, to conduct audit of the cost accounts
and records maintained by the Company to the
extent applicable.

They have confirmed that their appointment is in
accordance with the applicable provisions of the Act
and rules framed thereunder and that they are not
disqualified to be appointed as the Cost Auditors of
the Company for the year ending March 31, 2024.
In accordance with the provisions of Section 148
of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration to be paid
to the Cost Auditor for FY 2024 is required to be
ratified by the members. Accordingly, the Board of
Directors recommends the same for approval by
members at the ensuing AGM. The proposal forms a
part of the notice of the AGM. During the year under
review, the Statutory, Internal, Secretarial and Cost
Auditors have not reported to the Audit Committee,
any instances of fraud committed against the
Company by its officers or employees, the details of
which need to be mentioned in the Directors'' report.

28. REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Chapter IV read with
Schedule V of the Listing Regulations, a separate section
on Corporate Governance has been incorporated in the
Annual Report for the information of the members of
the Company.

The Corporate Governance Report together with the
Certificate on Corporate Governance issued by Mr.
Dhrumil M. Shah, (FCS: 8021 and COP: 8978) Practicing
Company Secretaries, Partner of M/s. Dhrumil M. Shah
& Co. LLP confirming compliance with the conditions of
Corporate Governance as stipulated under Regulation
34 of the Listing Regulations, 2015.

29. ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with
the Companies (Management and Administration)
Amendment Rules, 2022, the Annual Return in Form
MGT-7 and as referred in Section 134(3)(a) of the Act
for the financial year ended March 31, 2023 is available
on the website of the Company at http://www.ikumar,
com/annual-return/annual-return-2022-2023.

30. PARTICULARS OF EMPLOYEES:

The statement of disclosure of Remuneration under
Section 197(12) of the Act read with the Rule 5(1) and
(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (âRulesâ) as
amended from time-to-time forms part of this report
and is appended as âAnnexure - Câ to this Report.

The information as per the provisions of the above
Section of the Act read with Rule 5(2) and 5(3) of the
Rules is provided in a separate Annexure forming part
of this Report. However, the Annual Report is being
sent to the Members of the Company excluding the said

Annexure. In terms of Section 136 of the Act, the said
Annexure is open for inspection at the Registered Office
of your Company, during working hours from Monday to
Friday as stipulated under Section 136 of the Act. The
same will be made available to interested members
upon getting request.

31. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION:

In view of the nature of activities which are being carried
on by the Company, provisions regarding conservation of
energy and technology read with Section 134(3)(m) of the
Act and Rule 8(3) of the Companies (Accounts) Rules, 2014
are not applicable. However, the Company is committed
to energy conservation at every stage of its operations.
Various steps have been taken to reduce consumption
of electrical energy by monitoring the use of equipment''s,
machinery etc. used in the construction. The Company is in
tune with the changing trends of the modern technology/
machinery to be used in its business.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

Particulars	J (in Crores)
Foreign Exchange Earnings	11.76
Foreign Exchange Outgo 82.66

33. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed
by any Regulators or Courts or Tribunals during the
Financial Year ended March 31, 2023, impacting the
going concern status of the Company and Companies
operation in future.

34. LISTING WITH STOCK EXCHANGES:

The shares of the Company are listed on National Stock
Exchange of India Ltd. (NSE) and the BSE Ltd. (BSE). The
Company confirms that it has paid the Annual Listing
Fees for the FY 23-24 to NSE and BSE.

35. PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of Fair Disclosure
and Code of Conduct for regulating the dissemination
of Unpublished Price Sensitive Information and
trading in securities by Insiders. and the same can be
accessed at wwwjkumar.com/content/upload/1/code-
of-conduct-for-prohibition-of-insider-trading/ikil-code-
of-conduct-for-prohibition-of-insider-trading-.pdf

36. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
constituted Internal Complaints Committee to redress
the complaints received regarding sexual harassment.
The policy is uploaded on the Company''s website at
www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/anti-sexual-harassment-policy

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

Your Company is committed to provide a healthy
environment to all employees that enables them to
work without the fear of prejudice and gender bias. Your
Company has in place a gender-neutral Prevention of
Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
same can be accessed at www.ikumar.com/content/
upload/1/policies-andcode-of-conduct/anti-sexual-
harassment-policy

Your Company through this Policy has constituted a
Committee and has established a grievance procedure
for protection against victimization.

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

37. CHANGE IN CREDIT RATING AGENCY:

ICRA Limited has assigned the Company''s Rating
as ICRA A / Stable for fund based limits and for Non
Fund based limits and ICRA A1 for Commercial Paper.
The detail Report on rating is covered in Corporate
Governance Report.

38. CHANGE IN THE NATURE OF BUSINESS
(IF ANY):

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

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

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

Your Directors take this opportunity to thank the customers,
vendors, supply chain partners. employees. Financial
Institutions. Banks, Central and State Government.
Regulatory Authorities. Stock Exchanges and all the
various stakeholders for their continued co-operation and
support to the Company and look forward for the same in
equal measure in the coming years.

Place: Mumbai Jagdishkumar M. Gupta

Date: May 23. 2023 Executive Chairman

Mar 31, 2018

Dear Shareholders,

1. The Directors have pleasure in presenting their 19th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2018 together with the Independent Auditorâs Report thereon.

2. Financial Results

(Rs. in Lakh)

Particulars	For the financial year ended March 31, 2018	For the financial year ended March 31, 2017
Revenue from operations	2,05,071.89	1,60,426.14
Other income	2,853.14	3,110.12
Total Income	2,07,925.03	1,63,536.26
Profit before Interest , Depreciation , Exceptional Items and Tax	34,973.91	28,169.41
Less : Finance Cost	7,033.77	6,619.87
Profit before Depreciation , Exceptional Items and Tax	27,940.14	21,549.54
Less : Depreciation and Amortisation Expense	7,273.57	5,564.82
Profit Before Tax	20,666.57	15,984.72
Provision for Tax (Including earlier Year Taxation)	7,011.42	5,252.84
Profit After Tax	13,655.15	10,731.88
Other comprehensive income/ (loss) for the year	(32.30)	17.86
Total comprehensive income for the year	13,622.85	10,749.74
Paid up Capital	3,783.28	3,783.28

3. Dividend

The Board of Directors have recommended dividend of Rs.2/- per Equity Share of Rs.5/- each fully paid up for the year ended March 31, 2018.

4. Transfer to Reserve

The Company has not transferred any amount to the reserves during the current financial year.

5. Review of Operations of the Company

Revenue from operations for the year at Rs.2,05,071.89 Lakh as compared to ''. 1,60,426.14 Lakh for the previous year ended March 31, 2017. Profit before Tax was Rs.20,666.57 Lakh as against Rs.15,984.72 Lakh in the previous year ended March 31, 2017. Profit after Tax was Rs.13,655.15 Lakh as against Rs.10,731.88 Lakh in the previous year ended March 31, 2017.

6. Share Capital

The Paid-up Equity Share Capital as on March 31, 2018 was Rs.3,783.28 Lakh. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity

7. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 5 & 10 to the Financial Statements.

8. State of Companyâs Affairs Business Review

The details of the Companyâs affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.

9. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. On the recommendation of the CSR Committee, the Company has spent an amount of Rs.279.85 Lakh as against Rs.298.10 Lakh .

In accordance with the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, an Annual Report on the CSR activities of the Company along with the CSR initiatives undertaken during the Financial Year 2017 - 18 is appended to this Report as âAnnexure-A.â

As mandated under section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.jkumar.com

10. Business Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companyâs capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companyâs operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risk and mitigation actions are placed before the Audit Committee of the Company.

Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regards are more specifically given in the Corporate Governance Report which forms a part of this report.

11. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

12. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Report. The said policy is hosted on the website of the Company website www.jkumar.com.

13. Directors / Key Managerial Personnel

Dr. R. Srinivasan, Mr. P.P. Vora, *Mr. Ashwani Kumar and Mr. Ajit Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on September 16, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

*Mr. Ashwani Kumar Independent Director resigned from the Board on September 28, 2018 due to health issues and the same approved by the Board. The Board places on record its appreciation towards valuable contribution made by Mr. Ashwani Kumar during his tenure as a Director of the Company. On the recommendation of the Nomination and Remuneration Committee the Board has appointed Mr. Padam Prakash Jain Independent director on November 14, 2017 and the same is subject to the approval of the shareholders in the 19th Annual General Meeting of the Company.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr Jagdishkumar M Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought reappointment. Your Directors recommend re-appointment of his appointment as director.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/re-appointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

14. Board Evaluation

Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 read with Schedule IV and other provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its committees and individual directors and that the Independent Directors shall evaluate non-independent Directors and the Chairman of the Board.

The Independent Directors at their meeting held on March 20, 2018, evaluated performance of the Chairman, non-independent directors of the Company and the performance of the Board as a whole.

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also, carried out evaluation of every Directorâs performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.

15. Audit Committee

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

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

16. Remuneration Policy

17. Meetings

During the financial year the Board met on Six occasions, the Audit Committee met on four occasions and the Nomination and Remuneration Committee met on five occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.

18. Directorsâ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and its profit for the year ended on that date;

iii) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended March 31, 2018 on a going concern basis;

v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year were on an armâs length basis and in the ordinary course of business. There were no materially significant Related Party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

Since all related party transaction entered into by the company were in the ordinary course of business and were on an armâs length basis, the requirements of furnishing the requisite details in Form AOC-2 is not applicable to the company.

The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the para (b) (c) & (d) of note no 33 to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Companyâs website www.jkumar.com.

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

20. Fixed Deposits

Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the Financial Year under review.

21. Auditors

a) Statutory Auditors

M/s Todi Tulsyan & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 4 (four) consecutive years, from the conclusion of the Annual General Meeting held on 28th September, 2017 upto the conclusion of the Annual General meeting to be held in the Year 2021 subject to the ratification by shareholders of the Company at every Annual General Meeting. However, the Companies (Amendment) Act, 2017, has removed the requirement of the Annual ratification of appointment of Statutory Auditors of the Company by the shareholders They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditorâs Report on the Financial Statement of the Company for the Financial Year 2017-18, does not contain any qualification, reservation or adverse remark.

The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditor under of Section 143(12) of the Companies Act, 2013.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Virendra Bhatt & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith as â Annexure âBâ.

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

c) Cost Auditors

The Board of Directors has appointed M/s Kirit Mehta & Co, Cost & Management Accountants on the recommendation of the Audit Committee, for auditing the cost records of the Company for the Financial Year 2018-19.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Kirit Mehta & Co, as Cost Auditors, in included in the Notice convening the 19th Annual General Meeting of the Company.

22. Corporate Governance

The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Dilip Kumar, Practicing Chartered Accountant Member of Todi Tulsyan & Co, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.

23. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure âCâ to this report.

24. Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. Except the Executive Chairman and both the Managing Directors of the Company no such employee was in receipt of remuneration as prescribed under the Companies Act 2013. The details of the remuneration of Executive Chairman and both the Managing Directors are already disclosed in the corporate governance report.

The ratio of the remuneration of each Director of the median employees remuneration and other details in terms of section 197 (12) of the companies Act , 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014 , is given in âAnnexure âDâ and forms part of this report.

25. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipmentâs, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business

26. Foreign Exchange earnings and outgo

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

27. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year March 31, 2018 however The Company had received notice through BSE Ltd and National Stock Exchange Ltd that directions issued by Securities and Exchange Board of India (hereinafter referred to as âSEBIâ of âRegulatorâ) dated August 07, 2017 vide which it had directed the Exchanges to impose certain restrictions on the trading of the Company for suspecting it to be a shell company by placing the Company in Grade VI of the Graded Surveillance Measures. In pursuance of these directions of SEBI, the Exchanges placed the Company in Grade VI of the Graded Surveillance Measures. The appeal preferred by the Company was disposed by the Honâble Tribunal vide its order dated August 11, 2017 passed an interim order in favour of Our Company granting stay on the SEBI Order, as a result of which, the securities of Our Company were removed from the category of Stage VI of GSM, and the trading in the securities of Our Company was resumed on all platform of stock exchanges. Subsequently, the Honâble Tribunal confirmed the interim directions qua Our Company with a direction to SEBI to complete the investigation at the earliest and pass the order.

There were various queries raised by SEBI and Our Company has promptly replied to all the queries raised by SEBI. Thereafter, Our Company attended the hearing before SEBI on November 28, 2017 and January 09, 2018 and made its submissions providing requisite documents as and when sought by SEBI. Our Company has made submissions before SEBI and NSE that Our Company is neither a shell company nor has violated the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ) by misusing the books of accounts/funds by facilitation of accommodation entities and Our Company is presently awaiting the order.

28. Listing with Stock Exchanges

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE and BSE.

29. Prevention of Insider Trading

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

30. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

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

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

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

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

33. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Jagdishkumar M. Gupta

Executive Chairman

Place: Mumbai

Date: May 29, 2018

Mar 31, 2017

DIRECTORS'' REPORT

Dear Shareholders,

1. The Directors have pleasure in presenting their 18th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2017 together with the Independent Auditor''s Report thereon.

2. Standalone Financial Results (As per Ind AS)

(Rs, in Lakhs)

Particulars	For the financial year ended 31st March, 2017	For the financial year ended 31st March, 2016
Revenue from Operations	1,43,749.52	1,40,862.85
Other Income	2,872.14	1,746.82
Total Income	1,46,621.66	1,42,609.67
Profit before Interest, Depreciation, Exceptional Items and Tax	27,635.05	26,574.75
Less: Finance Costs	6,594.50	6,164.85
Profit before Depreciation, Exceptional Items and Tax	21,040.55	20,409.91
Less: Depreciation and Amortization Expense	5,562.91	5,120.97
Profit Before Tax	15,477.64	15,288.94
Provision for Tax (Including earlier Year Taxation)	4,926.90	5,438.85
Profit After Tax	10,550.74	9,850.09
Other comprehensive income/(loss) for the year	17.86	10.42
Total comprehensive income for the year	10,568.60	9,860.51
Paid up Capital	3,783.28	3,783.28

3. Dividend

The Board of Directors have recommended dividend of Rs, 2 /- per Equity Share of Rs, 5/- each fully paid up for the year ended 31st March, 2017.

4. Transfer to Reserve

The Company has not transferred any amount to the reserves during the current financial year.

5. Review of Operations of the Company

Revenue from standalone operations for the year at Rs, 1,43,749.52 Lakhs as compared to Rs, 1,40,862.85 Lakhs for the previous year ended 31st March, 2016. Profit before Tax was Rs, 15,477.64 Lakhs as against Rs, 15,288.94 Lakhs in the previous year ended 31st March, 2016. Profit after Tax was Rs, 10,550.74 Lakhs as against Rs, 9,850.09 Lakhs in the previous year ended 31st March, 2016.

Revenue from Consolidation for the year at Rs, 1,57,280.66 Lakhs as compared to Rs, 1,50,777.31 Lakhs for the previous year ended 31st March, 2016. Profit before Tax was Rs, 15,779.92 Lakhs as against Rs, 15,297.88 Lakhs in the previous year ended 31st March, 2016. Profit after Tax was Rs, 10,555.66 Lakhs as against Rs, 9,606.45 in the previous year ended 31st March, 2016.

6. Performance and Financial Position of Subsidiary and Joint Ventures.

As required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter referred to as ''Listing regulations, 2015'') and Section 129 of the Companies Act, 2013 (hereinafter referred to as the ''Act''), the Consolidated financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Accounting Standards, form part of this Annual Report.

A statement containing the salient features of the performance and financial position of the said Subsidiary and Joint Ventures as required under Rule 5 of the Companies(Accounts) Rules, 2014 is provided in Form AOC-1- marked as âAnnexure Aâ and forms part of the Consolidate Financial Statements.

7. Share Capital

The Paid-up Equity Share Capital as on March 31, 2017 was Rs, 3,783.28 Lakhs. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity

8. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 10 and 3 to the Financial Statements.

9. State of Company''s Affairs Business Review

The details of the Company''s affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.

10. Corporate Social Responsibility

In accordance with the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,

2014, an Annual Report on the CSR activities of the Company along with the CSR initiatives undertaken during the Financial Year 2016 - 17 is appended to this Report as âAnnexure-B.â

11. Business Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risk and mitigation actions are placed before the Audit Committee of the Company.

12. Internal Control Systems and their Adequacy

13. Vigil Mechanism / Whistle Blower Policy

14. Directors / Key Managerial Personnel

Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajith Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 16th September, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mrs. Kusum J Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought re-appointment. Your Directors recommend re-appointment of her appointment as director.

15. Board Evaluation

The Independent Directors at their meeting held on 28th March, 2017, evaluated performance of the Chairman, non-independent directors of the Company and the performance of the Board as a whole.

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

16. Audit Committee

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

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

17. Remuneration Policy

18. Meetings

During the financial year the Board met on Six occasions, the Audit Committee met on five occasions and the Nomination and Remuneration Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.

19. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and its profit for the year ended on that date;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2017 on a going concern basis;

v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the para C & D of note no 32 to the Standalone Financial Statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company''s website www.jkumar.com.

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

Since all related party transaction entered into by the company were in the ordinary course of business and were on an armâs length basis, the requirement of furnishing the requisite details in Form AOC - 2 is not applicable to the company.

21. Fixed Deposits

Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the Financial Year under review.

22. Auditors

a) Statutory Auditors

The Statutory Auditors, M/s. Gupta Saharia & Co, Charted Accountants, Chartered Accountants, Mumbai (Firm Registration No. 103446W) have completed their maximum permissible tenure in terms of the provisions of Section 139 (2) of the Companies Act, 2013. In view of this, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommended to the members of the Company the appointment of present joint statutory auditors, M/s Todi Tulsyan & Co Chartered Accountants, having Firm Registration No. 002180C were appointed the joint statutory auditors of the Company at the 17th Annual General Meeting held on 20th September 2016, for a period of one year from the conclusion of the 17th Annual General Meeting held on 20th September 2016 until the conclusion of 18th Annual General meeting to be held on 28th September 2017, as the Statutory Auditors of the Company for a period of 4 (four) years commencing from conclusion of this Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in the year 2021. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for appointment as per the provisions of the Act. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Board recommends their appointment as Statutory Auditors to audit the accounts of the Company for a period of 4 (four) years commencing from the Financial Year 2017-18 to 202021, subject to ratification of their appointment by the members of the Company at every Annual General Meeting.

The Auditor''s Report on the Standalone Financial Statement and Consolidated Financial Statements of the Company for the Financial Year 2016-17, does not contain any qualification, reservation or adverse remark.

The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditor under of Section 143(12) of the Companies Act, 2013

The board places on records its sincere appreciation of services rendered by M/s Gupta Saharia & Company, Chartered Accountant, during the tenure as the statutory auditor of the company.

b) Secretarial Auditors

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Secretarial Auditors of the Company

23. Corporate Governance

The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Pawan Gupta, Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure âDâ to this report.

25. Particulars of Employees

The ratio of the remuneration of each Director of the median employeeâs remuneration and other details in terms of section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in âAnnexure âEâ and forms part of this report.

26. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipment''s, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business

27. Foreign Exchange earnings and outgo

There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No. 47 of Notes forming part of the financial Statements.

28. Business Responsibility Report.

As required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments Regulations, 2015), the Business Responsibility Report forms part of this Annual Report.

29. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year 31st March, 2016 however MCGM (Municipal Corporation of Greater Mumbai) has finalized their enquiry and investigation reports and issued orders under No:Dir/ES&P/493/cont, to M/s J. Kumar Infraprojects Ltd-K.R.Construction (J.V) and M/s J. Kumar Infraporjects Ltd (Who is the lead partner in the Joint Venture) and M/s K.R. Constructions who are the partners of the joint venture are deregistered for the period of 7 (Seven) Years from the date of serving of this order on them and hence, blacklisted for 7 (Seven) Years from competing, entering in any contract with and for carrying out any work with MCGM and supply to MCGM departments along with Directors of M/s J. Kumar Infraprojects Limited namely Mr. Jagdishkumar Madanlal Gupta, Mr. Kamal Jagdish Gupta and Mr. Nalin Jagdish Gupta, and their Authorized Signatories as per Rules Governing the Registration of Contractor/s for Civil, Mechanical Electrical and Electronics Engineering Works- 2015. However the Company has made an appeal to the Municipal Commissioner of MCGM and awaiting the decision of the commissioner of MCGM, the work order of MCGM is 3% of total work order, hence the impact of the company''s operations are at minuscule.

30. Listing with Stock Exchanges

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE)and BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to NSE and BSE.

31. Prevention of Insider Trading

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

32. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

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

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

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

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

35. Acknowledgement

By Order of the Board

Jagdishkumar M. Gupta

Executive Chairman

Place : Mumbai

Date : 29th May, 2017

Mar 31, 2016

Dear Shareholders,

1. The Directors have pleasure in presenting their Seventeenth Annual Report and the Companyâs Audited Financial Statements of Accounts for the financial year ended 31^st March, 2016 together with the Auditorâs Report thereon.

2. Financial Results

(Rs. in Lakh)

	2015-2016	2014-2015
Turnover	140,862.85	134,318.56
Profit before Interest, Depreciation and Tax	26,603.97	26,360.56
Less: Finance Charges	6,105.80	7,676.30
Depreciation	5,120.97	4,735.23
Other Income	1,765.62	1,304.82
Profit Before Tax	15,377.20	13,949.03
Less : Tax Expenses
Current Tax	4,680.00	3,890.00
Deferred Tax	381.04	620.41
Profit After Tax	10,316.16	9,438.62
Profit Brought Forward from Previous Year	40,554.48	33,805.36
Net Profit available for appropriation	50,870.64	43,243.98
Appropriation :
Less:
Transfer to General Reserve	1,031.62	943.86
Dividend Paid	-	194.14
Proposed Dividend on Equity Shares	1,513.31	1,289.05
Dividend Distribution Tax Thereon	308.08	262.45
Balance carried to the Balance Sheet	48,017.63	40,554.48

3. Review of Operations of the Company

During the year under review revenue from operations for the year ended 31^st March 2016 at Rs. 140,862.85 Lakh as compared to Rs.1,34,318.56 Lakh for the previous year ended 31^st March, 2015. EBIDTA margin was 18.89% as compared to 19.63% previous year ended 31^st March, 2015, which slightly declined due to the fact that major tunneling work of DMRC projects were completed in FY 14-15 and partially completed in FY 15-16 and started stations civil work. Margin on tunneling work is much higher compare to stations civil work. Profit before Tax was Rs. 15,377.20 Lakh as against Rs. 13,949.03 Lakh in the previous year ended 31^st March, 2015. Profit after Tax was Rs. 10,316.16 Lakh as against Rs. 9,438.62 Lakh in the previous year ended 31^st March, 2015.

4. Share Capital QIP Issue:

During the year under review, in accordance with the approval of the members at the 16^th Annual General Meeting held on 15^th September 2015, the Company had issued and allotted 56,06,548 Equity shares of Rs. 10/- each at a price of Rs. 730/- per share (including security premium of Rs.720 per share ) aggregating Rs. 409.28 Crore to the Qualified Institutional investors as determined through SEBI prescribed formula/guidelines on 30^th October 2015.

Paid up Capital

With the Issue and allotment of shares to the Qualified Institutional Investors the Paid up Capital increased from 3,22,26,205 Equity Shares of Rs.10/- each to 3,78,32,753 Equity Shares of Rs. 10/- each.

Sub-Division of Equity Shares and Amendment to Memorandum of Association:

With a view to broad investor base to encourage the participation of the small investors and also to increase the liquidity of Equity Shares of the Company, the Board of Directors at their Meeting held on 28^th June 2015 had approved the sub-division of each Equity Share of face value of Rs. 10/- (Rupees Ten Only) of the Company into 2 (Two) Equity Shares of face value of Rs. 5/- (Rupees Five Only) each subject to approval of members. The Members of the Company have approved the said sub-division at the 16^th Annual General Meeting on 15⁴¹ September 2015.

Particulars	Before Sub - Division			After Sub - Division
Particulars	No of Shares	F ace Value (in Rs.)	Amount (in Rs.)	No of Shares	Face Value (in Rs.)	Amount (in Rs.)
Authorized Share Capital	4,00,00,000	10/-	40,00,00,000	8,00,00,000	5/-	40,00,00,000
Issued, Subscribed and Paid-up Capital	3,78,32,753	10/-	37,83,27,530	7,56,65,506	5/-	37,83,27,530

Further pursuant to sub-division of Equity Share of the Company, Clause V (A) of the Memorandum of Association of the Company was amended in order to reflect the alteration in the Authorised Share Capital of the Company as aforesaid.

5. Dividend

The Board of Directors have recommended dividend of Rs. 2 /- per Equity Share of Rs. 5/- each fully paid up for the year ended 31^st March, 2016.

6. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 34 to the Financial Statements.

7. State of Companyâs Affairs Business Review

The details of the Companyâs affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended here in this report.

8. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. In view of the recommendation of the CSR Committee, the Company has spent an amount of Rs. 376.20 Lakh as against Rs. 249.94 Lakh.

In accordance with the provisions of section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under an Annual report on the CSR activities of the Company along with the CSR initiatives undertaken during the financial year 2015-16 is enclosed to this report in Annexure âAâ.

9. Business Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companyâs capacity to create sustainable value is the risks ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companyâs operating environment and emerges on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage.

Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of Section 134 of the Companies Act, 2013 and Rules framed there under.

10. Internal Control Systems and their Adequacy

11. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Companyâs website www.jkumar.com.

12. Directors / Key Managerial Personnel

Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajit Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 16^th September, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr. Nalin J Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought reappointment. Members are requested to consider his appointment as director.

13. Board Evaluation

The Independent Directors at their meeting held on 28^th March, 2016, evaluated performance of the Chairman, non-independent directors of the Company and the performance of the Board as a whole.

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee at its meeting held on 28^th March, 2016, prior to the Board Meeting held on that day, carried out an evaluation of every directorâs performance and the Board at its meeting held on even date carried out formal annual evaluation of its own performance and that of its committees and individual directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

14. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy along with the criteria for determining the qualification positive attributes, independence of a director is available on the website of the Company viz www.jkumar.com. Disclosure on remuneration of the managerial personnel refer âAnnexure âBâ.

15. Meetings

During the financial year the Board met on Seven occasions, the Audit Committee met on four occasions and the Nomination and Remuneration Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.

16. Directorsâ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and its profit for the year ended on that date;

iv) your Directors have prepared the Annual Accounts for the year ended 31^st March, 2016 on a going concern basis;

v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year were on an armâs length basis and in the ordinary course of business. There are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that are of repetitive in nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Hence Form No AOC -2 is not requiredâ

18. Fixed Deposits

Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the Financial Year under review.

19. Auditors

a) Statutory Auditors

The Statutory Auditors, M/s. Gupta Saharia & Co, Charted Accountants, retire at this Annual General Meeting and are eligible for reappointment. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act. As required under Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2016-2017.

The Auditorâs Report on the Financial Statement of the Company for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditor under of Section 143(12) of the Companies Act, 2013

b) Secretarial Auditors

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

c) Cost Auditors

In compliance with the provisions of section 148 of the Companies Act, 2013 the Board of Directors of the Company appointed Kirti Mehta & Co., Cost Accountant as the Cost Auditor of the Company for the financial year 2016-17.

d) Appointment of Joint Statutory Auditors

As per Section 133 of the Companies Act, 2013 (Companies Act) read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules), Company and its Auditors are required to comply with the Indian Accounting Standards (Ind AS) specified under the Ind AS Rules in preparation of financial statements and audit respectively for the accounting periods beginning on or after 1^st April 2016, with the comparatives for the periods ending on 31^st March, 2017.

In view of the above, there is likely to be significant increase in the scope of Gupta Saharia & Co Chartered Accountants work with respect to manner of reporting of financial statements, additional disclosure requirements, manner of preparing financial statements of Companyâs holding, joint venture etc. In order to ensure that the transition to Ind AS does not disrupt the present operations of the Company, your Directors believe that there is need to establish a mechanism to ensure seamless transition to the Ind AS regime. There is also requirement to report on Internal Financial Controls under Section 14 (3) (i) of the Companies Act, 2013 by the Statutory Auditors.

In consultation with the Audit Committee Directors appointed M/s Todi Tulsyan & Co., Chartered Accountants, Mumbai, (ICAI Firm Registration No 002180C) as Joint Statutory Auditor of the Company in addition to existing Statutory Auditor i.e. M/s Gupta Saharia & Co., Chartered Accountants (Firm Registration No 103446W) to hold office till the conclusion of the next Annual General Meeting to be held in the calendar year 2017.

20. Corporate Governance

The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Pawan Gupta, Practicing Chartered Accountant Practicing as statutory auditor of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report forms an integral part of this report.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure âDâ to this report.

22. Particulars of Employees

23. Conservation of energy and technology absorption

24. Foreign Exchange earnings and outgo

There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No. 45 of Notes forming part of the financial Statements.

25. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year 31^st March, 2016 impacting the going concern status and companyâs operations in future

26. Listing with Stock Exchanges

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to NSE and BSE.

27. Prevention of Insider Trading

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

28. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

29. Credit Rating

The Companyâs Financial discipline and prudence is reflected in the strong credit rating ascribed by the Rating agency as âIND A â by India Ratings.

30. Acknowledgment

By Order of the Board

Jagdishkumar M. Gupta

Executive Chairman

DIN No. 01112887

Place: Mumbai

Date: 24^th May, 2016

Mar 31, 2015

Dear Members,

1. The Directors have pleasure in presenting their 16th Annual Report together with the Audited Financial Statements of Accounts for the year ended 31st March, 2015 together with the Auditor''s Report thereon.

2. Financial Highlights

(Rs. in Lacs)

2014-2015 2013-2014

Profit before Interest, Depreciation & Tax 26,360.56 21,663.01

Less: Depreciation 4,735.23 3,476.02

Interest 7,676.30 5,763.72

Profit before Tax 13,949.03 12,423.28

Less: Tax Expenses

Current Year 3,890.00 3,826.00

DeferredTax 620.41 192.26

Profit after Tax 9,438.62 8,405.02

Balance brought forward from previous year 33,805.36 27460.56

Amount Available for Appropriation 43,243.98 35,865.58

Appropriations

Dividend Paid 194.14 -

Proposed Dividend on Equity shares 1,289.05 1,042.55

Tax on Dividend 262.45 177.18

Transfer to General Reserve 943.86 840.50

Balance Carried to Balance Sheet 40,554.48 33,805.36

Earnings per Share (in Rs.)

(Equity shares of face value ofRs. 10/-) 31.71 30.23

3. Operations of the Company

During the year ended 31st March, 2015, your Company has earned income of Rs. 1,35,623.38 Lacs as compared to Rs. 1,19,759.16 Lacs for the previous year ended 31st March, 2014. Profit before Tax was Rs. 13,949.03 Lacs as against Rs.12,423.28 Lacs in the previous year ended 31st March, 2014. Profit after Tax was Rs. 9,438.62 Lacs as against Rs. 8,405.02 Lacs in the previous year ended 31st March, 2014.

4. Share Capital

Qualified Institutional Placement (QIP ) Issue:

During the year under review, in accordance with your approval through Postal Ballot on 14th July 2014, the Company had issued and allotted on 23rd July 2014, 44,25,000 Equity shares of Rs. 10/- each at a price of Rs 309.98/- per share ( including securities premium of Rs. 299.98/- per share ) aggregating Rs. 137.17 Crores to the Qualified Institutional investors as determined through SEBI prescribed formula/guidelines.

Paid up Capital

With the Issue and allotment of shares to the Qualified Institutional Investors the Paid up Capital increased from 2,78,01,205 Equity Shares of Rs. 10/- each to 3,22,26,205 Equity Shares ofRs. 10/- each

5. Dividend and Transferred to Reserves

Your Directors have recommended dividend of Rs. 4/- per Equity Share of Rs. 10/- each fully paid up for the year ended 31st March, 2015. The Company transferred Rs.943.86 lacs to General Reserves.

6. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 34 to the Financial Statements.

7. State of Company''s Affairs Business Review

The details of the Company''s affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

8. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development j ourney and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. On the recommendation of the CSR Committee, the Company has spent an amount of Rs. 100 Lakhs as against Rs. 224.40 Lakhs.

In accordance with the provisions of section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder an Annual report on the CSR activities of the Company alongwith the CSR initiatives undertaken during the financial year 2014-15 is enclosed to this report in Annexure "A".

9. Business Risk Management

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The details of Committee and its terms of reference are set out in the Corporate Governance Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company''s business.

10. Internal Control Systems and their Adequacy

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

11. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Company''s website www.jkumar.com.

12. Directors / Key Managerial Personnel

Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajit Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 16th September, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr. Kamal J Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought reappointment. Members are requested to consider his appointment as director.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report refer Annexure B for disclosure on remuneration of the managerial personnel.

14. Meetings

During the year Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

15. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and its profit for the year ended on that date;

iii) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2015 on a going concern basis;

v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi) your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. Related Party Transactions

Company had entered a Contract/Purchase Agreement with J. Kumar Developers Limited for the purpose of purchase of Corporate Office space and entered into an MOU and also entered Leave and License agreement with J. Kumar & Co., Mr. Jagdishkumar M. Gupta and Mr. Kamal J. Gupta for premises of Unit no 16-A, 14,134,145 and 146 for business purpose and the same was approved by the Members through Postal Ballot dated 20th May 2014 on 3rd July 2014 and these transactions were carried out as part of the business requirements of the company and would be on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The Company has framed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Since all the related party transactions entered into by the Company were in the ordinary course of business and were on arms length basis, the requirement of furnishing the requisite details in form AOC-2 is not applicable to the Company.

17. Auditors

a) Statutory Auditors

The Statutory Auditors, M/s. Gupta Saharia & Co, Chartered Accountants., retire at this Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2015-2016. The notes of financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, observation or adverse remarks.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mohd Akram & Co., Company Secretary in practice, to undertake the Secretarial Audit of the Company. Your report on the Secretarial Audit is annexed herewith as " Annexure "C".

c) Cost Auditors

In compliance with the provisions of section 148 of the Companies Act, 2013 the Board of Directors of the Company appointed Kirti Mehta & Co., Cost Accountant as the Cost Auditor of the Company for the financial year 2014-15.

18. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by the Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

19. Extract of Annual Return

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

20. Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, except the Executive Chairman and both the Managing Directors of the Company no such employee was in receipt of remuneration as prescribed under the Companies Act 2013. The details of the remuneration of Executive Chairman and both the Managing Directors are disclosed in the corporate governance report.

21. Conservation of energy and technology absorption

In view of the nature of activities which are being carried out by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipment''s, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business

22. Foreign Exchange earnings and outgo

There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No. 45 of Notes forming part of the financial Statements.

23. Listing with Stock Exchanges

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE.

24. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal

25. Credit Rating

The Company''s Financial discipline and prudence is reflected in the strong credit rating ascribed by the Rating agency as "IND A" by India Ratings .

26. Acknowledgment

Your Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

For and on behalf of the Board

Jagdishkumar M. Gupta Date: 29th May, 2015 Executive Chairman Place : Mumbai DIN No. : 01112887

Mar 31, 2014

TO THE MEMBERS:

The Directors have great pleasure in presenting this 15th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs) 2013-2014 2012-2013

Profit before Interest, Depreciation & Tax 21,663.02 17,622.92

Less: Depreciation 3,476.02 2,441.06

Interest 5,763.72 4,063.75

Profit before Tax 12,423.28 11,118.11

Less: Tax Expenses

Current Year 3,826.00 3,455.00

Deferred Tax 192.26 88.83

Profit/Loss After Tax 8,405.02 7,574.29

Balance brought forward from previous year 27,460.56 21,774.59

Amount Available for Appropriation 35,865.58 29,348.88 Appropriations

Dividend on Equity shares 1,042.55 973.04

Tax on Dividend 177.18 157.85

Transfer to General Reserve 840.50 757.43

Balance Carried to Balance Sheet 33,805.36 27,460.56 Earnings per Share (In Rs) (equity shares of face value of Rs 10/-each) 30.23 27.24

OUT LOOK:

The overall infra growth environment for the construction sector during the year gone by was very challenging. But your Company, with its strong execution capabilities and strong balance sheet has sailed steadily through these difficult times. Government has recently taken a number of measures to fast track infrastructure growth and a few encouraging signs are already visible. The inflation though sticky, with tight liquidity scenario, is expected to cool in the coming months. This may lead to a fall in interest rate in the system. Your Company has already built a strong and diversified order book of Rs. 4,15,318.36 Lakh( including L1 ) for the year, which, gives it good revenue visibility for more than two years. It is expected that the years ahead would bring great opportunities in the key business areas that your Company is focused in.

Business Review:

During the year under review, your Company has posted a income of Rs.1,19,759.16 lacs, as compared to Rs. 1,00,953.46 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 8,405.02 lacs as against Rs. 7,574.29 lacs in the corresponding previous financial year.

Your Directors are pleased to inform that during the year under report, the Company has secured the following major contracts:

Sl. No. Name of the Project Nature of Work Amount of Contract (Rs. in Lacs)

1 W266 Concreting of various roads in Western Suburbs Road Work 20,493.83

2 Design and Construction Flyover Grade Separator will All Allied Work Including Transportation and Enginering Work 10,926.10 Shifting of Utilities at KSB Chowk

3 Increase the Scope of Jogeswari ROB Work Road Work 9,986.14

4 Construction of Bridge Over Mulla River Near Balewadi Survey No. 46/47 Pune Transportation and Enginering Work 3145.00

5 Design And Construction of Flyover at Kherwadi Junction, Bandra East , Mumbai Transportation and Enginering Work 2200.00

TOTAL 46,751.07

The total balance value of works in hand as on March 31, 2014 is Rs 4,15,318.36 Lakhs ( including L1 )

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs 3.75/- per share i.e 37.50% (Previous year''s dividend was 35.00%) on the Company''s Equity Paid up share capital of Rs 278,012,050/- (previous year''s capital of Rs 278,012,050/-).

DIRECTORS:

Shri Jagdishkumar Gupta, is liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The Board of Directors at their meeting held on 13th February 2014 appointed Mr. Ajith Singh Chatha as an Additional Director of the Company with effect from 13th February 2014. Mr. Ajith Singh Chatha holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

The Board of Directors at their meeting held on 20th May 2014 appointed Mrs Kusum J Gupta as an Additional Director of the Company with effect from 20th May 2014. Mrs Kusum J Gupta holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment. Details of the proposal for appointment of Mrs Kusum J Gupta are mentioned in the explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of 15th Annual General meeting of the Company.

In modification of the earlier resolution passed by the shareholders at the Annual General Meeting of the Company held on September 21, 2010 The Board of Directors of the Company (the ''Board''), are seeking appointment of Mr. Jagdishkumar M. Gupta as Executive Chairman retiring by rotation, and both Mr. Kamal J Gupta and Mr. Nalin J Gupta as Managing Directors retiring by rotation for a period of 5 (five) years with effect from 20th May 2014 Details of the proposal for appointment of Mr. Jagdishkumar M. Gupta, Mr. Kamal J Gupta and Mr. Nalin J Gupta are mentioned in the explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of 15th Annual General meeting of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar as Independent Directors for 5 (five) consecutive years for a term upto the conclusion of the 20th Annual General Meeting of the Company in the calendar year 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar as a candidate for the office of Independent Director at the ensuing Annual General meeting.

The Company has also receive the requisite disclosure/declarations from Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar as required under Section 149 and other applicable provisions of the Companies Act, 2013.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

The retiring auditors M/s. Gupa Saharia & Co. offers himself for re-appointment.

The Audit Committee and the Board of Director recommends the re-appointment of M/s Gupta Saharia & Co, Chartered Accountants as the Auditors of the Company.

AUDITORS REPORT:

The Auditor''s Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITING

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements. The Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008. Apart from that company has got the ISO 14001:2004 and OHSAS 18001: 2007 for Environmental Management System and Occupational Health and Safety Management Systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors'' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta Chairman and Managing Director

Place : Mumbai Date : 20th May 2014

Mar 31, 2013

TO THE MEMBERS:

The Directors have great pleasure in presenting this 14th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

2012-2013 2011-2012

Profit before Interest, Depreciation & Tax 17,622.92 15,668.10

Less: Depreciation 2,441.06 1,888.29

Interest 4,063.75 3,661.84

Profit before Tax 11,118.11 10,117.97

Less: Tax Expenses

Current Year 3,455.00 3,250.00

Deferred Tax 88.83 61.41

Profit/(Loss) After Tax 7,574.29 6,806.57

Balance brought forward from previous year 21,774.59 16,375.68

Amount Available for Appropriation 29,348.88 23,182.25

Appropriations

Proposed Dividend on Equity shares 973.04 625.53

Tax on Dividend 157.85 101.48

Transfer to General Resere 757.43 680.66

Balance Carried to Balance Sheet 27,460.55 21,774.59

Earnings per Share (In Rs.) 27.24 24.48

(Equity Shares of face value of Rs. 10/- each)

Business Review:

During the year under review, your Company has posted an income of Rs. 1,00,953.46 lacs, as compared to Rs. 93,828.05 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 7,574.29 lacs as against Rs. 6,806.57 lacs in the corresponding previous Financial Year.

Your Directors are pleased to inform that during the year under report, the Company has secured the following maj or contracts:

SI. No. Name of Work Nature of Work Contract

Value (Rs. In Lacs)

1 Design and Construction of Tunnel by Shied TBM, Tunnels, Stations and Ramp by Cut & Cover Tunneling Work 101,085 method between Lajpat Nagar and Hazrat Nizamuddin stations (Both Including) for

underground works on Mukundpur - Yamuna Vihar corridor of Delhi MRTS Project of Phase- Ill (to be completed jointly with JV)

2 Design and Construction of Tunnel by Shied TBM, Tunnels by Cut & Cover, Underground Tunneling Work 37,585 Station at Naraina Vihar & Ramps at Mayapuri and Delhi Canft for underground works on

Mukundpur - Yamuna - Vihar corridor of Delhi MRTS Project of Phase-Ill (to be completed jointly with JV

3 Design & Construction of Depot-cum-Workshop at Taloja for Navi Mumbai Metro Line -1 Civil Work 13,200 Tender No. C.A.NO. 02/CIDCO/RP/SE (TP-III&HQ)/2011-12

4 Widening and improvement of Ambadi- Washind (SH-40 and MDR-45) for 21.25 Km length Roads Work 11,07 5 with bridge for 2 2 lanes (Package-II)

5 Development of Model Road Phase-2 Roads Work 6,821

6 Necessary widening, regarding and resurfacing of different roads above 60ft width of Nikol Roads Work 5,587 ward East Zone, North zone and South Zone and Ring Road

7 CC-09: Design and Construction of Badli Mor (earlier Shalimar Place) elevated station on Civil Work 4,646 Jahangir Puri-Badli corridor of Delhi MRTS Ph-II Project.

8 Training of Mithi river (Widening, Deepening, R.C.C. Retaining wall and service road) from Civil Work 4,307 Airportnewbridgeto Marwa F. O. B in L ward group no. 2

9 Various Others Projects Civil Works 2,904 Total 187,210

The total balance value of works in hand as on March 3 V 2013 is Rs. 4,40,795 Lakhs (including LI).

Decisions are awaited from various clients for tenders submitted by the Company (Directly or in JV) for 2 Projects amounting to about Rs. 153 Crores which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3.50 per share i.e 35.00% (Previous year''s dividend was 22.50%) on the Company''s Equity Paid up share capital of Rs. 278,012,050/- (previous year''s capital ofRs. 278,012,050/-).

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Shri Kamal J. Gupta and Shri Nalin J. Gupta are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend the re-appointment of Shri Kamal J. Gupta and Shri Nalin J. Gupta as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the CompaniesAct, 1956, to be re-appointed as directors of your Company.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co, Chartered Accountants; to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224( IB) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditor''s Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the CompaniesAct, 1956 are not applicable to the Company.

DIRECTORS'' RESPONSBILITY STATEMENT:

As stipulated in Section 217(2AA) of the CompaniesAct, 1956 your Directors confirm that:

i in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the Profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITATIONS

Your Company is pleased to inform you that it has bagged Best Practices certification in Investor relations, amongst mid-cap Infrastructure companies, from the Investor Relations society.

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements, the Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008. Apart from that company has got the ISO 14001:2004 and OHSAS 18001: 2007 for Environmental Management System and Occupational Health and Safety Management Systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OFTHE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors'' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIALRELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta

Chairman cum Managing Director

Place: Mumbai

Date -.29th May 2013

Mar 31, 2012

The Directors have great pleasure in presenting this 13th Annual Report together with the Audited Accounts for the year ended 31" March 2012.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

2011-2012 2010-2011

Profit before Interest, Depreciation & Tax 15,668.10 15,052.72

Less: Depreciation 1,888.29 1,585.11

Interest 3,661.84 2,771.27

Profit before Tax 10,117.97 10,696.34

Less: Tax Expenses

Current Tax 3,250.00 3,260.00

Deferred Tax 61.41 44.76

Profit/Loss After Tax 6,806.57 7,391.58

Balance brought forward from previous year 16,375.68 11,468.75

Amount Available for Appropriation 23,182.25 18,860.34

Appropriations

Dividend on Equity shares 625.53 625.53

Tax on Dividend 101.48 103.96

Transfer to General Reserve 680.66 1,755.16

Balance Carried to Balance Sheet 21,774.59 16,375.68

Earnings per Share (In Rs.) (Equity Shares of face value of Rs. 10/-) 24.48 26.59

Business Review:

During the year under review, your Company has posted a revenue of Rs. 93,828.05 lacs, as compared to Rs. 95,627.38 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 6,806.57 lacs as against Rs. 7,391.58 lacs in the corresponding previous financial year. The infrastructure industry had a setback owing to decelerated on the overall economy front. The overall GDP, for instance, fell from 8.4% in FY'11 to 6.5% in FY'12. Factors like tight monetary policy and hardening of international prices of crude oil etc too had a bearing on the industry. The Company's performance too moved in tandem with the fortunes of the infrastructure industry; however EBIDTA margin has improved by 16.70% to 15.74% compared to FY' 11.

Your Directors are pleased to inform that during the year under report, the Company has secured the following major contracts:

SI. Name of Work Nature of Work Amount of No. Contract (Rs. In Lacs)

1 Construction of 61m Railway span of Milan ROB Santacruz, Mumbai ROB 4,224.00

2 Implementation of Mumbai Monorail Project from Gadge Maharaj Chowk to Chembur via Wadala. Monorail 9,000.00 - Construction of Foundations & sub- structure etc including station buildings at Gadge Maharaj Chowk, Lower Parel and the Link way's Piling at Wadala Depot, Bhakti Park & Mysore Colony.

3 Design & Construction of 4.91Km Elevated Viaduct for Navi Mumbai Metro Project between Navi Mumbai 14,596.35 Chainage 5130m to Chainage 10740m excluding five stations viz Central Park, Pethapada, Sector- Metro

34 (Kharghar), Panchanand and Pendhar each of length 140m on Belapur - Taloja - Khandeshwar Corridor of Navi Mumbai Metro.

4 Design and Construction of two flyover with Slip road on Shilphata Mahape road (SH 40) @ Ch. Flyover 7,180.00 0/000 to 1/500 (at pipe line junction) and Ch 5/000 to 6/800 (at Mahape)

5 Contract CC-02: Design and Construction of viaduct and two elevated stations namely Rohini Delhi Metro 15,283.05 Sector-18 & Badli on Jahangirpuri-Badli Corridor (Extension of Line-2) of Delhi MRTS PH-III Project

6 Widening & Strengthening of Ambadi-Vashind (SH-40 and MDR-45) for 21.25 km length with Road 11,075.43 bridges for 2 2 lanes (Package-II)

7 Construction ofESIC Medical college, Alwar Civil 51,951.00

8 Widening & Improvement to SionPanvel Special Highway Road Road 60,000.00

The total balance value of works in hand as on March 31 st, 2012 is Rs. 2,51,253 Lacs.

Decisions are awaited from various clients for tenders submitted by the Company (Directly or in JV) for 8 Projects amounting to about Rs. 4,262.71 Crores which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.25 per share i.e 22.50% (Previous year's dividend was 22.50%) on the Company's Equity Paidup share capital of Rs. 278,012,050/- (previous year's capital ofRs. 278,012,050/-).

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Shri P.P.Vora, and Shri Ashwani Kumar are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend the re-appointment of Shri P.P.Vora, and Shri Ashwani Kumar as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as directors of your Company.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting.

Resignation of Directors

Mr. R. H. Tadvi, Independent Director f the Company had resigned from the Board and from the Share Transfer and Investor Grievances Committee w.e.f 2nd August, 2012 and the same is approved by the Board of Directors in its meeting held on 14th August, 2012.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co, Chartered Accountants; to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditor's Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58Aof the Companies Act, 1956 are not applicable to the Company.

DIRECTORS' RESPONSBILITY STATEMENT:

As stipulated in Section 217(2 AA) of the Companies Act, 1956 your Directors confirm that:

i in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the Profits of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITIONS

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements. The Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008. Apart from that company has got the ISO 14001:2004 and OHSAS 18001: 2007 for Environmental Management System and Occupational Health and Safety Management Systems

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OFTHE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta Chairman cum Managing Director

Place : Mumbai

Date : 14th August, 2012

Mar 31, 2011

TO THE MEMBERS:

The Directors have great pleasure in presenting this 12th Annual Report together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particulars 2010-2011 2009-2010

Turnover 95,627.38 77,011.40

Profit before Interest,

Depreciation & Tax 15,052.72 13,437.15

Less: Interest 2,771.27 1,480.75

Profit before Depreciation & Tax 12,281.46 11,956.40

Less: Depreciation 1,585.11 1,446.87

Profit before Taxation 10,696.34 10,509.53

Less: Provisions for Taxation 3,304.76 3,512.75

Profit for the Year 7,391.58 6,996.78

Add: Balance brought forward from

previous year 11,468.75 5,295.00

Amount available for appropriations 18,860.34 12,291.78

Less: Appropriations

Transfer to General Reserve 1,755.16 -

Interim dividend on Equity shares - 705.53

Proposed Dividend on Equity shares 625.52 -

Tax on Dividend 103.96 117.49

Balance carried to Balance Sheet 16,375.68 11,468.76

Earning Per Shares (in Rs.) 26.59 29.04

* Figures regrouped wherever necessary.

Business Review:

During the year under review, your Company has posted a turnover of Rs. 95,627.38 lacs, an increase of about 24% as compared to Rs. 77,011.40 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 7,391.58 lacs as against Rs. 6,996.78 lacs in the corresponding previous financial year depicting a rise 6%. Your Company could achieve a rise in overall profitability through a judicious mix of strategies and cost control measures.

Your Directors are pleased to inform that during the year under report, the Company has secured the following major contracts:

Sr. Name of Work Nature of Contract No. Work Value (Rs. In Lacs)

1 Construction of Phase -II-BRTS Road 11,675.00 Corridors for the City of Ahmedabad -Package -IÃ AMC/BRTS/2009/Phase-II- Package-I

2 Construction of Foundation & Flyover 9,000.00 Sub-Structure of Piers including Station buildings between Gadge Maharaj Chowk to Chembur via Wadala

3 Construction of 61 m Railway ROB 4,224.00 Span of Milan ROB Santacruz, Mumbai

4 Remolding and widening of Flyover 1,925.00 existing box cell culvert at Eastern Express Highway

5 Modernization of Integrated Civil 3,329.00 Border Check Post

6 Piling Wok from Various parties Piling 6,095.00

Total 36,248.00

The total balance value of works in hand as on March 31, 2011 is Rs. 1,26,036 Lakhs including the Company's share in integrated joint venture projects.

Decisions are awaited from various clients for tenders submitted by the Company (Directly or in JV) for 26 Projects amounting to about Rs 12,265.44 Crores and Tenders for various packages for 18 projects worth about Rs 2,100 Crores have been submitted . The Company has also submitted prequalification bids for 4 Projects worth over Rs 148.00 Crores, which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs 2.25 per share i.e 22.50% (Previous year's dividend was 22.50%) on the Company's Equity Paid up share capital of Rs 278,012,050 (previous year's capital of Rs 278,012,050).

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Dr. R. Srinivasan, and Shri R.H. Tadvi are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re- appointment.

Your Directors recommend the re-appointment of Dr. R. Srinivasan, and Shri R.H. Tadvi as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as directors of your Company.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co, Chartered Accountants, to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditor's Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITIONS

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements. the Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2000.

Certification of Excellence Company has received Certificate of excellence from IBEF (India Brand Equity Foundation) in recognition of exemplary growth and sustainable success in the Infrastructure Industry.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders Ã Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta

Chairman and Managing Director

Place : Mumbai

Date : 9th August, 2011

Mar 31, 2010

The Directors have great pleasure in presenting this Eleventh Annual Report together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS:

Rs. in Lacs

Particulars 2009-2010 2008-2009

Turnover 77011.40 41361.40

Profit before Interest,

Depreciation and Tax 13437.15 6754.70

Less: Interest 1480.75 798.23

Profit before Depreciation

and Tax 11956.40 5956.47

Less: Depreciation 1446.87 1067.11

Profit before Taxation 10509.53 4889.36

Less: Provisions for Taxation 3512.75 1596.59

Profit for the Year 6996.78 3292.77

Add: Balance brought forward

from previous year 5295.00 2487.18

Amount available for

appropriations 12291.78 5779.95

Less Appropriations

Interim dividend on

Equity shares 705.53 -

Dividend on Equity shares - 414.49

Tax on Dividend 117.49 70.46

Balance carried to

Balance Sheet 11468.76 5294.99

Earning Per Shares (in Rs.) 29.04 15.89

- Figures regrouped wherever necessary.

Business Review:

During the year under review, your Company has posted a turnover of Rs. 77011.40 lacs , an increase of about 86% as compared to Rs.41361.40 lacs in the previous Financial Year. The Company recorded a net profit of Rs.6996.78 lacs as against Rs.3292.77 lacs in the corresponding previous financial year depicting a rise of 112.49 %. Your Company could achieve a rise in overall profitability through a judicious mix of strategies and cost control measures.

Your Directors are pleased to inform that during the year under report, the Company has secured the following major contracts:

Sr, Name of Work Nature of Contract

No. Work Value

(Rs. In Lacs)

1 Construction of Eastern Flyover 16803

Freeway Section from Panjarpole

Chembur Mankhurd Link Road

2 Construction of Flyover at Flyover 13137

Kapurbwadi Junction on

Ghodbunder Road

3 Construction of Road BRTS Road 5711

from Nashik Phata Flyover

Approch to Kaspate Vasti

4 Construction of Flyover at Flyover 4894

Amar Mahal Junction connecting

SCLR with Eastern Express Highway

5 Construction of Barrage @ Barrage 9258

Pulgaon on Wardha River with

Mechanical Gate Connection

[Total 49803

The total balance value of works in hand as on March 31, 2010 is Rs. 146,499 Lakhs including the Companys share alongwith joint venture projects.

Decisions are awaited from various clients for tenders submitted by the Company (Individually or in JV) for 3 Projects amounting to about Rs. 406.58 Crores. Company has submitted RFQ for 10 Projects amounting to about Rs. 3,140 Crores, and Tenders for various packages for 9 projects worth about Rs. 2,000 Crores have been submitted . The Company has also submitted prequalification bids for 7 Projects worth over Rs. 187.66 Crores, which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects.

DIVIDEND:

An interim dividend of Rs. 2.25 per share i.e 22.50% (Previous years full dividend was 20%) was paid on May 26, 2010 on the Companys Equity Paid up share capital of Rs. 278,012,050 (Compared to the previous years capital of Rs. 207,244,200) to those shareholders whose names stood on the Register of Members on the record date i.e Wednesday May 19, 2010. The Directors have decided not to recommend any final dividend for the year 2009-10.

CONVERVERSION OF PREFERENTIAL WARRANTS TO EQUITY SHARE CAPITAL:

During the year under review, your Company had converted preferential warrants to 40,00,000 Equity Shares of Rs 10/- each on August 19, 2009 (these were issued and allotted to the Individuals and/or corporates belonging and /or not belonging to the Promoter/ Promoter Group of the Company at a price of Rs 60/- per Equity Share (including premium of Rs 50/- per Equity Share) on preferential basis on May 20, 2009) subsequently the Paid up Share Capital has been increased from Rs. 207,244,200 to Rs. 247,244,200, the main purpose of conversion to Equity shares was to increase the net worth of the Company for bidding of the high value projects.

RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT:

During the year under review, your Company successfully raised funds aggregating Rs.5,545.90 lacs through Qualified Institutional Placement of Equity Shares of face value of Rs 10/- each at an issue price of Rs. 180.25 per Equity Share inclusive of premium of Rs. 170.25 per Equity Share).

This has resulted in increasing the Paid up Equity Share Capital of the Company from 2,47,24,420 Equity Shares of Rs 10/ each aggregating Rs. 24,72,44,200/- ( Rupees Twenty Four Crores Seventy Two Lakhs Fourty Four Thousand Two Hundred only) to 2,78,01,205 Equity Shares of Rs 10/- each aggregating Rs. 27,80,12,050/- (Rupees Twenty Seven Crores Eighty Lakhs Twleve Thousand Fifty only).

The entire issue proceeds of preferential warrants and QIP aggregating Rs.7,945.90 lacs have been utilized by the Company towards financing of capital expenditure, meeting the working capital requirements of the Company in terms of the objects of the issue.

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Shri. Kamal J Gupta, & Shri Nalin J Gupta are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend the re-appointment of Shri. Kamal J Gupta and Shri Nalin J Gupta, as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as directors of your Company.

Appointment of the Directors of the Company

The Board of Director of the Company at its Meeting held on January 25, 2010 appointed Mr. Ashwani Kumar as an Additional Director of the Company with effect from January 25, 2010, who holds office upto the date of the forthcoming Annual General meeting and is eligible for appointment as a Director of the Company.

AUDITORS:

M/s. Gupta Saharia & Co. Chartered Accountants, Statutory Auditors of the Company retire at the ensuing AGM, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co. Chartered Accountants, to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditors Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS RESPONSBILITY STATEMENT:

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii. The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

ACCREDITIONS

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements, the Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

The "Management Discussion and Analysis" and report of the

Directors on Corporate Governance for the year under review, as stipulated under Clause 49 of the listing agreement with the stock exchanges, form part of this report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors Report.

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees.

Your Board of Directors take this opportunity to express their grateful appreciation for the encouragement and support received by the Company from the local authorities, bankers, customers, suppliers and business associates.

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta

Chairman Cum Managing Director

Place : Mumbai

Date : July 21, 2010

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