Directors' Report To The Members, 1. Your 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. 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. 3. 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 4. 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. 5. 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. 6. 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. 7. 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". 8. 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. 9. 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. 10. 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 ; 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. Auditors a) Statutory Auditors The Statutory Auditors, M/s. Gupta Saharia & Co, Chartered 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 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. 17. 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. 18. 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. 19. 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. 20. 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 21. 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. 22. 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. 23. 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 24. 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 . 25. 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 Executive Chairman DIN No. : 01112887 Date: 29th May, 2015 Place : Mumbai |