jmc projects india ltd Directors report

Dear Members,

Your Directors are pleased to present their report and financial statements of the Company for the financial year ended 31 March, 2022.

Financial Results

The standalone financial highlights and performance of the Company for the financial year ended 31 March, 2022 is given herein below.

(Rs in Crores)

Particulars	For the year ended 31 March, 2022	For the year ended 31 March, 2021
Total Revenue	5,385.9	3,715.5
Profit before Depreciation, Interest, Expected credit loss provision, Tax and Exceptional items	453.7	358.3
Less: Depreciation	167.2	142.4
Interest	120.4	113.8
Profit before Expected Credit Loss Provision, Tax and Exceptional items	166.1	102.1
Expected Credit loss provision for loans and advances given to JV	227.1	-
Exceptional items	153.5	-
Tax Expenses	(57.5)	31.0
Profit for the period	(157.0)	71.1
Other Comprehensive Income (net of Tax)
Items that will not be reclassified subsequently to Profit or loss	0.1	0.8
Items that will be reclassified subsequently to Profit or Loss	30.2	(11.7)
Total Comprehensive Income for the period	(126.7)	60.2
Add: Surplus brought forward from previous year	567.5	521.3
Profit available for Appropriation	440.8	581.5
Appropriation:
Dividends	11.7	11.7
Transfer to General Reserve	-	2.2
Balance carried to Balance Sheet	429.1	567.6
TOTAL	440.8	581.5

Overview & State of the Companys Affairs Standalone Highlights: During the year ended 31 March, 2022, your Company has achieved total Revenue (i.e. Revenue from Operations & Other income) of Rs 5,385.9 crores as against Rs 3,715.5 crores for the previous year ended 31 March, 2021. Your Company has achieved Profit / (loss) before tax of (214.5) crores for the current year as against Rs 102.1 crores for the previous year after making provision aggregating Rs 380.6 crores consisting impairment of Rs 153.5 crores and expected credit loss amounting to Rs 227.1 crores against the loans / advances given to JV Company. Your Company has achieved Profit / (loss) after tax of (157.0) crores for the current year as against Rs 71.1 crores for the previous year.

Consolidated Highlights: During the year ended 31 March, 2022, your Companys Consolidated Revenue stood at Rs 5,565.0 crores as against Rs 3,871.7 crores for the previous year ended 31 March, 2021. Your Company has achieved Profit / (loss) before tax of (38.7) crores for the current year as against Rs 3.4 crores for the previous year on consolidated basis. Your Company has achieved Profit / (loss) after tax of Rs 18.2 crores for the current year as against (26.2) crores for the previous year on consolidated basis.

There has been no change in the nature of business of your Company during the year under review.

Dividend

In view of the Companys performance during the financial year under consideration, your Directors are pleased to recommend a dividend of Rs 1/- per equity share of face value of Rs 2/- each (previous year Rs 0.70 i.e. 35% per equity share of Rs 2/- each) on 16,79,05,170 equity shares of the Company. The proposal is subject to the approval of members in the ensuing Annual General Meeting. If approved, the total outgo on account of the dividend on existing equity capital would be Rs 16.79 crores.

Dividend Distribution Policy

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations), your Company has adopted the Dividend Distribution Policy. The Policy is available on Companys website at https://www.jmcprojects.com/investor/corporate governance

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of Rs 89,738/- of unpaid / unclaimed dividend was transferred during the year to the Investor Education and Protection Fund.

Appropriations

During the year under review, your Company has not transferred any amount to the General Reserve and other appropriations out of profits as mentioned in note no. 12 of the standalone financial statements.

Share Capital

As on 31 March, 2022, the paid-up equity share capital of the Company stands at Rs 33,58,10,340/- comprising of 16,79,05,170 equity shares of Rs 2/- each fully paid up. As on 31 March, 2022, 99.87% of the total paid- up capital of the Company stands in the dematerialized form.

Non-Convertible Debentures & Credit Rating

During the year under review, your Company has issued and allotted 990 Nos. of 9.80% Unsecured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 99,00,00,000/- (Rupees Ninety Nine crores Only) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited.

Further, the Company has fully utilized the proceeds of issue of said NCDs for the purposes as mentioned in the offer document.

As on 31 March, 2022, the total outstanding NonConvertible Debentures (NCDs) issued and allotted on private placement basis stands at Rs 319,00,00,000/- (Rupees Three Hundred Nineteen crores Only) comprising of (a) 1,200 Nos. of 9.95% Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 120,00,00,000/- (Rupees One Hundred Twenty crores Only) (b) 1,000 Nos. of 9.80% Unsecured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 100,00,00,000/- (Rupees One Hundred crores Only) and (c) 990 Nos. of 9.80% Unsecured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 99,00,00,000/- (Rupees Ninety Nine crores Only). All above stated NCDs are listed on the Wholesale Debt Market Segment of BSE Limited.

During the year under review, CARE Ratings has upgraded the rating/outlook as CARE AA-/Stable (Double A minus/Outlook: Stable) to Long Term Bank Facilities & Non-Convertible Debentures of the Company. Further, it has also upgraded the rating as CARE A1+ (A One Plus) to Short Term Bank Facilities of the Company. India Ratings & Research has affirmed the rating as IND AA- (Double A Minus)/ Outlook: Stable to Long Term Bank Facilities & Non-Convertible Debentures and IND A1+ (A One Plus) to Short Term Bank Facilities of the Company.

Review of Business Operations

During the year under review, the Company has received new contracts of more than Rs 10,000 crores including projects in Maldives, Ethiopia and Ghana. As of 31 March, 2022, the aggregate value of orders in hand stands at approx. Rs 17,100/- crores.

The details of some of the major / prestigious contracts received during the year are as follows:

Buildings & Factories:

• Construction of one residential and one commercial project for Brigade Group at Bengaluru.

• Construction of a commercial project for Verde Commercial Real Estate at Bengaluru.

• Construction of a residential project for Puravankara Limited at Bengaluru.

• Construction of a residential project for Bagmane Developers at Bengaluru.

• Design and Construction work for a residential tower for Indis Appa Two Projects Private Limited at Telangana.

• Construction of a commercial project for Kukatpally Developers Private Limited of Lakeshore Group at Hyderabad.

• Construction of a residential project for Garden City Realty Private Limited and Cybercity Developers at Vizag, Andhra Pradesh.

• Construction of 3 downtown & service block at DLF Downtown, Taramani, Chennai.

• Construction of 2 residential project for Prestige Group at Ranga Reddy, Telangana and Noida, Uttar Pradesh.

• Construction of Vellor Institute of Technology Campus at Chennai.

Urban Infrastructure:

• Design & Construction of 60 Km Expressway at Adama, Ethiopia.

• Design & Construction of 83 Km Highway at ACCRA, Ghana.

Water:

• Construction of Water and Sewerage Network at Maldives.

• Construction of water supply infrastructutre for villages under Gorakhpur, Meerut & Prayagraj districts of Uttar Pradesh under State Water and Sanitation Mission (SWSM).

• Construction of Mega Pumping Water Station (PWS) project for Cuttack District and select blocks of Sundergarh District of Odisha under Rural Water Supply & Sanitation (RWSS).

• Construction of Piped Water Supply Projects at Gajapati & Kandhamal District and Koraput District of Odisha under Rural Water Supply & Sanitation (RWSS).

Impact of second wave of COVID-19 Pandemic

In compliance with various directives issued by the State / Central authorities, your Company suspended the operations at the project sites and shut the offices during the first quarter of financial year 2021-22 with a view to safeguard the risks to the health of the employees and workers of the Company. The site operations were resumed gradually upon revocation of the restrictions imposed by the State / Central Governments.

Subsequently, the prices of primary materials such as Reinforcement Steel, Cement, Aggregates, Sand, Structural Steel, Prestressing Strands, Plywood and Diesel increased substantially, due to the demand- supply gap. The increase in material cost was not fully compensated through the price adjustment mechanism in respective contracts, including on account of the lag effect in indices.

In order to mitigate the impact of Covid-19 across multiple domains, the Company deployed a cash flow driven execution strategy. The Company finally emerged from Covid-19 pandemic to achieve its highest ever Revenue in Q4 of financial year 2021-22 and ended the financial year with a healthy positive cash flow from operating activities.

Years Ahead and Prospects

Your Company has been able to build up good order book in all segments and sectors in domestic market. Your Company continues to work towards strengthening domestic order book and improving the international order book going forward. The present order book and the opportunities in the Indian Infrastructure space as well as International market gives good visibility towards a sustainable and profitable growth going forward. Continuous thrust on using latest technologies, digital platform and better processes would ensure further improvement of margins going forward.

Your Company has set out the Goal for financial year 2024-25 in line with its Vision.

Your Company has consolidated its businesses under four Divisions as below:

1. Buildings & Factories

2. Water Supply

3. Infrastructure

4. International

Your Company recognises the importance of competitiveness in the business for sustainable and profitable growth. Accordingly, the Company is committed to invest in people, process and technology initiatives including digitalization and mechanization that will improve productivity, increase utilization, reduce wastage and minimize cycle times & turnaround times. The Company is committed to zero fatality in its journey towards zero harm. The Company is committed to enhance its ESG compliance level to global standards.

Scheme of Amalgamation of the Company with its Holding Company M/s. Kalpataru Power Transmission Limited

Draft Scheme of Amalgamation of the Company with its Holding Company M/s. Kalpataru Power Transmission Limited (‘KPTL) and their respective shareholders was approved by the Board of Directors of the Company and KPTL on 19 February, 2022. The Scheme is subject to receipt of necessary approvals from the Honble National Company Law Tribunal, stock exchanges, the Securities and Exchange Board of India, shareholders, creditors and such other authorities, as may be required. The necessary application along with the requisite documents including the draft Scheme of Amalgamation were submitted to the stock exchanges pursuant to Regulation 37 of the Listing Regulations as amended from time to time. The observation letter from the Stock Exchanges / SEBI is yet to be received by the Company.

Finance

During the year, your Company has invested Rs 140.4 crores as loan in Special Purpose Vehicles (SPVs) incorporated for its Road Projects, which was funded through internal accruals.

Total addition in the fixed assets was Rs 189.9 crores during the year, which was funded through Rupee Term Loans and internal accruals. Your Company has sufficient fund based & non-fund based limits to cater to its existing fund requirements.

Consolidated Financial Statements

In compliance with the Listing Regulations 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 Indian Accounting Standards (Ind AS) forms part of this Annual Report.

Subsidiaries and Associate / JV Company

A statement containing the salient features of the performance and financial position of the Subsidiaries, Associates / Jointly Controlled Entity as required under Rule 5 of the Companies (Accounts) Rules, 2014 is provided in Form AOC-1 marked as Annexure 1 and forms part of this report. The details of the Policy on determining Material Subsidiary of the Company is available on Companys website at https://www. jmcprojects.com/investor/corporate governance

The Annual Report of the Company containing the standalone and consolidated financial statements has been disseminated on the website of the Company at www.jmcprojects.com. Audited Annual Accounts of the Subsidiary Companies have also been placed on the said website and are available for inspection by the members at the Registered Office as well as Corporate Office of the Company. Members interested in obtaining copy of the Audited Annual Accounts of the Subsidiary Companies may write to the Company Secretary at the Companys Registered Office or Corporate Office address.

Kurukshetra Expressway Private Limited, a Joint Venture Company in which your Company holds 49.57% equity stake has vide its letter dated 07 October, 2021 submitted Notice of Termination of Concession Agreement to NHAI due to forcible suspension of toll collection / user fee on account of the farmers agitation / protest with effect from 25 December, 2020. The event of forceful suspension of toll collection / user fee due to farmers agitation / protest amounts to Force Majeure Event of Concession Agreement.

The performance and financial position of the Companys Subsidiaries and Jointly Controlled Entity are summarized herein below:

(Rs in Crores)

Name of the Company	% share	Total Income	Profit / (Loss) for the year	Share of Profit / (Loss)
Brij Bhoomi Expressway Private Limited (CIN: U74900MH2010PTC261958)	100	42.20	10.50	10.50
Wainganga Expressway Private Limited (CIN: U45203MH2011PTC264642)	100	67.59	(53.44)	(53.44)
Vindhyachal Expressway Private Limited (CIN: U45203MH2012PTC271978)	100	69.34	(6.49)	(6.49)
JMC Mining and Quarries Limited (CIN: U45201GJ1996PLC028732)	100		(0.18)	(0.18)
Kurukshetra Expressway Private Limited (CIN: U45400HR2010PTC040303)	49.57	18.32	(40.12)	(19.89)

Directors Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended 31 March, 2022, the applicable accounting standards have been followed and there is no material departure from the same;

(b) they 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 loss of the Company for that period;

(c) 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;

(d) they have prepared the annual accounts for the financial year ended 31 March, 2022 on a going concern basis;

(e) t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

Management Discussion and Analysis

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended 31 March, 2022 forms an integral part of this Annual Report.

Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shailendra Kumar Tripathi is liable to retire by rotation at the ensuing Annual General Meeting (AGM). Mr. Shailendra Kumar Tripathi, being eligible offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The brief resume of Mr. Shailendra Kumar Tripathi and other relevant details are given in the notice of 36^th AGM.

The Company has received necessary declaration from each Independent Director pursuant to applicable provisions of the Act and the Listing Regulations as amended from time to time.

Mr. Azad Shaw, Chief Financial Officer of the Company vide his letter dated 12 May, 2022 tendered his resignation to be effective from 30 May, 2022 after the close of business hours. The Board of Directors placed on record its sincere appreciation for the valuable contribution and guidance provided by Mr. Azad Shaw during his tenure with the Company.

As on date, Mr. Shailendra Kumar Tripathi, CEO & Managing Director, Mr. Azad Shaw, Chief Financial Officer and Mr. Samir Raval, Company Secretary are the KMP of the Company. Details relating to remuneration of the Directors are mentioned in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Boards functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

Familiarization Programme for Independent Directors

The Familiarization Programme seeks to update the Independent Directors on various matters covering Companys strategy, business model, operations, organization structure, finance, risk management etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Act and other statutes.

The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at https://www.imcproiects.com/investor/ corporate governance

Compliance with 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.

Meetings of the Board

During the year, the Board met 7 (seven) times, the details of which are provided in the Corporate Governance Report.

Committees of the Board

The Board of Directors of your Company has constituted various Committees as follows:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee Risk Management Committee Share Transfer Committee Management Committee

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

Audit Committee

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

Statutory Auditors & Auditors Report

Based on the recommendations of the Audit Committee and the Board, members of the Company at the 35^th AGM held on 14 July, 2021 have approved the re-appointment of M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company for a period of five consecutive years i.e. till the conclusion of 40^th AGM to be held in the year 2026.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Auditors Report on Standalone and Consolidated financial statements is a part of this Annual Report. The Statutory Auditors of the Company has issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of the Company with unmodified opinion. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in their report on the Standalone Annual Financial Statement.

The explanations of your Board of Directors in relation to remarks appearing in para (xxi) of Annexure A to Independent Auditors Report under Companies (Auditors Report) Order, 2020 (CARO) issued by Statutory Auditors of the Company on consolidated financial statements as a result of remarks by respective statutory auditors of Kurukshetra Expressway Private Limited ("KEPL" or "Concessionaire"), a joint venture of the Company and Wainganga Expressway Private Limited ("WEPL"), a wholly owned subsidiary company, are as under:

Name of the Company	Clause no. of CARO report of respective company	Remarks appearing in respective Companys CARO report	Explanation
KEPL	Clause (ix)(a)	According to the information and explanations given to us and as per the books of accounts and records examined by us, read with the fact that the project has been terminated and there are no operations, in our opinion, the company has defaulted in the repayment of loans and payment of interest thereon to its lenders as and when the same were due and hence the facilities granted by the banks / NBFC have been classified as Non-Performing Assets (NPA). The details w.r.t. the amount of borrowing and interest overdue may be referred to at Note No. 11 of the accompanying financial statements.	KEPL, a joint venture (49.57%) of the Company, served a notice of termination of Concession Agreement ("CA") vide letter dated October 7, 2021 to the National Highways Authority of India ("NHAI") on account of continuous disruption and blockade of traffic at National Highway-71 due to farmer agitation with stoppage of toll collection that resulted into cash losses.
			The provisions of Concession Agreement provide for termination where events which are not in control of KEPL, and obliges NHAI paying KEPL for repayment of Debt Due along with Adjusted Equity after necessary adjustments. However, pending receipt of final termination payment from NHAI, KEPL could not pay the loan and interest to its lenders in October 2021 and consequently the outstanding amount of loan and interest was classified as NPA (Non-performing asset) by the lenders. KEPL has received a copy of the letter dated February 3, 2022 from an Independent Engineer ("IE") appointed by NHAI in which the IE has sought to limit the amount payable (net of other deductions) as "Termination Payment". KEPL do not agree to it.
	Clause (xvii)	The company has incurred cash losses of Rs 3,857.11 Lacs & Rs 5,652.68 Lacs respectively in the current as well as the immediately preceding previous year.
	Clause (xix)	On the basis of the financial ratios, ageing and expected dates of realisation of assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination
			Although, the Company and other promoter of KEPL have, jointly and severally given ‘shortfall undertakings to the Senior
		of the evidence supporting the assumptions indicate that a material uncertainty exists as on the date of the audit report indicating that the company may not be able to meet its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. However, as represented to us, the company is reasonably sure of receiving the amount of claims and shall be able to meet the liabilities, though with some delay.	Lenders in case there is any shortfall between amounts received from NHAI and that payable by KEPL to its lenders, however, upon receipt of termination payment and other claims filed against NHAI and based on managements assessment and legal advise, KEPL believes that it will be able to meet its liabilities.
			The Company has made provision for impairment of its entire Equity investment in KEPL, expected credit loss against the entire amount of loan given (including amount paid on behalf of other promoter) to it and potential Shortfall, if any.
			The Company has made above provisions without prejudice to its and KEPL legal rights and claims against NHAI and will continue to pursue these amounts against KEPL. Further, it will seek KEPL to pursue their claims and termination payment against NHAI notwithstanding the above recognition.
WEPL	Clause (ix)(a)	According to the information and explanations given to us and as per the books of accounts and records examined by us, in our opinion, the company has defaulted in the repayment of loans and payment of interest thereon to its lenders as and when the same were due, there were delay of 90 days during the year. As at the reporting date the aggregate amount of default pertaining to interest and principal aggregated to Rs 772.80 Lacs and Rs 1,222.60 Lacs respectively for which the details may be referred to at Note No. 9(a) of the accompanying financial statements.	WEPL, a wholly owned subsidiary of the Company has been incurring losses due to development of alternate routes, changes in rules /regulations/ policies by the Government and NHAI. WEPL has initiated arbitration proceedings against NHAI as per the provisions of the Concession Agreement (executed with NHAI) for losses suffered by it on account of aforesaid reasons (including breach of contractual obligations) and sought reliefs in relation to waiver of premium payment, compensation for future shortfall etc. As the matter is currently sub- judice and losses suffered due to aforesaid reasons, there have been delay in payments to lenders. Having said that, while there have been substantial reduction in toll revenue due to traffic diversion to alternate routes, economic slowdown etc., WEPL has been paying its debt obligations through its accruals which is further supplemented by infusion of funds from internal accruals by the Company to maintain the loan account of the lenders as Standard, as per the RBI Guidelines.

Branch Audit

Members approval is being sought vide item no. 5 of the notice, for authorizing the Board of Directors (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by the Resolution at item no. 5) to appoint Branch Auditors for the purpose of auditing the accounts of the Branch Offices of the Company outside India.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, M/s. Parikh & Associates, Practicing Company Secretaries had been appointed to undertake the secretarial audit of the Company for the financial year ended on 31 March, 2022. The Secretarial Audit Report is annexed herewith as Annexure 2, which forms an integral part of this report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Parikh & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year ending 31 March, 2023. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Cost Accounts and Cost Audit

In terms of Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to appoint Cost Auditor for the audit of cost records of the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of and remuneration payable to M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) and M/s. S. K. Sahu & Associates, Cost Accountants (Firm Registration No. 100807) as the Cost Auditors of the Company to audit the cost records for the financial year ending 31 March, 2023. The Company has received their written consent stating that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. As per the statutory requirement, the requisite resolutions for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice convening 36^th AGM of the Company.

During the year, the Cost Auditors had not reported any matter under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Particulars of Loans, Guarantees and Investments

Your Company has extended the support to the financial needs of Wholly Owned Subsidiaries, being the Special Purpose Vehicle formed for the road projects. Details of loans, guarantees and investments are given in the note no. 34 to the standalone financial statements.

Stock Options

Your Company does not have any stock options scheme.

Related Party Transactions

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 Companys website at https://www.jmcprojects.com/ investor/corporate governance. This Policy deals with the review and approval of 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 arms length basis. 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) 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 given in the Financial Statements.

Vigil Mechanism / Whistle Blower Policy

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Companys website at https://www.jmcprojects. com/investor/corporate governance

Remuneration Policy

The Board of Directors have framed a Policy which lays down a framework in relation to remuneration of Directors, KMP and other employees of the Company. The salient features of this Policy is given in the Corporate Governance Report. The said Policy is available on the Companys website at https://www.jmcprojects.com/ investor/corporate governance

Particulars of Employees

The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules) is appended as Annexure 3 to this Report.

The information as per the provisions of Section 197(12) 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 as well as Corporate Office of your Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

Corporate Social Responsibility (CSR)

In accordance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, your Company has constituted a CSR Committee, which comprises of Mr. D. R. Mehta, Chairman, Mr. S. K. Tripathi and Mr. Kamal Jain as its members. The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Companys website at https://www.jmcprojects.com/ investor/corporate governance

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as Annexure 4 which forms an integral part of this report.

Extract of Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the extract of the annual return in Form MGT-9 for the financial year ended 31 March, 2022 is available on the website of the Company at https://www.jmcprojects.com/investor/financials

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Your Company gives significant emphasis on improvement in methods and processes in its areas of Construction and Operations. Your Company focuses on Research & Development across various functions in the Organization. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in breakdowns, improve effectiveness and efficiency of use. All the above leads to get a competitive edge for any project.

Some of the new initiatives implemented during the year includes:

1. Saving power requirements for construction works through increased use of solar power systems, energy efficient equipment, power saving devices and loT solutions;

2. Saving fuel requirements for construction works through deployment of fuel management devices in plant and machinery, fuel catalysts and loT solutions;

3. Saving water requirements for construction works through discharge control, filtrations, treatment and reuse for construction purposes.

The Company has undertaken the following initiatives for overall efficiency improvement:

• Raising productivity of employees, through structured manning norms, with the support of PwC and

• Developing the JMC Control Tower, a web and mobile app for its project site teams.

Your Company has tied up with specialized Vendors and Joint Venture partners for complex EPC projects such as the Steel Plant in Aurangabad and the mega Irrigation Project in Jhabua. The Company is committed to absorb the technology needed for sustainable business operations in these areas going forward.

The information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31 March, 2022 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been annexed to this Report as Annexure 5 which forms an integral part of this report.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been annexed to this Report as Annexure 6 which forms an integral part of this report.

Public Deposits

During the year under review, your Company has not accepted any public deposits under Chapter V of the Act.

Risk Management

Your Company has constituted Risk Management Committee as per the statutory requirement. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment. The risk assessment includes review of strategic risks of the group at the domestic and international level, including Sectoral developments, risk related to market, financial, geographical, political and reputational issues, Environment, Social and Governance (ESG) risks, cyber security and risk minimization initiatives. The Committee periodically reviews the risk to ensure that executive management controls risk by means of a properly designed framework.

More details in respect to the risk management are given in the Management Discussion and Analysis Report forming part of this Annual Report.

Internal Financial Control and its Adequacy

Your Company has in place policies and procedures for ensuring the orderly and efficient conduct of its business which includes adherence to the Companys 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 etc. Internal Financial Controls being an integral part of the risk management process takes care of financial risks and its reporting risks.

As a part of an internal process, the effectiveness of internal financial controls is being observed and obtained by way of management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the internal auditors during the internal audit process. Your Companys internal financial controls are designed effectively considering the nature of the industry it belongs and it is operating as anticipated.

More details in respect to internal control system and its adequacy are given in the Management Discussion and Analysis Report forming part of this Annual Report.

Human Resource Management

Your Company has endeavoured, as always, to give due importance to its people resources and in supporting business through acquisition of right talent from the market and all-round development of the existing talent. Your Company has built a strong workforce of dedicated and motivated human resources by focusing on manpower development through upskilling and re-skilling of the workforce in this dynamic business environment, developing an internal leadership pipeline through development programs organized by leading management institutes, coaching of key personnel, strengthening communication internally across the organization as well as externally on social media and through several other people initiatives.

During the year, your Company has enrolled hundreds of apprentices under National Apprenticeship Promotion Scheme (NAPS) and is continuously providing them with inputs to develop their technical skills and to meet organization needs. Your Company has maintained its focus on measures to safeguard the health and wellbeing of its human resources by undertaking continuous health-check drives and immunization drives across all locations to combat Covid-19. The people resources continue to excel in their personal journey and to strengthen your Company in meeting the current as well as future challenges in the industry.

Quality, Health & Safety Management System

Your Company has an established Integrated Management System comprising Quality Management System (QMS) confirming to ISO 9001:2015, Environmental Management System (EMS) conforming to ISO 14001:2015 and Occupational Health & Safety Management System (OHSMS) conforming to ISO 45001:2018 at all offices and projects. During the year under review, TUV-SUD Asia Pacific (TUV-SUD Group) has audited the Companys Management System and confirmed compliance to the requirement of the International Standards.

Your Company is adequately maintaining the system to ensure customer satisfaction, process driven working, quality of products and services, protection of environment, safeguarding the occupational health, safety of all employees and compliance to applicable legal and other non-regulatory requirements pertaining to environment, health and safety along with continual improvements to the system.

During the year under review, your Company took extra precautions to safeguard its employees, workmen and other personnel at the project sites from the adverse impact of Covid-19 Pandemic.

Your Company has been consistently adopting best construction practices, latest technology equipment and

IT software with uncompromising Quality, Environment, Health and Safety standards which are appreciated by our clients / associates and Govt. bodies through awards / accreditations in the recent past i.e. National Safety Council Awards, CIDC Vishwa Karma Awards for Best Construction Project and EHS, Global HR Excellence Award in training and development and Innovative retention strategy, Gold Award from RoSPA (UK), British Safety Council Merit Certificate International Award and OHSAI 4Star Award.

Your Company has put in considerable efforts in Training workmen and Staff, Knowledge sharing by arranging seminars from IIT professors, Quality Council of India, CIDC, Eminent Industry experts / Product Specialists. Your Company as an Industry Expert has also taken Seminars of relevant topics for Indian Concrete Institute, NHAI, Engineering colleges and others for skill upgradation.

Your Company has overall secured a very high Customer Satisfaction score in its annual QMS feedbacks and has followed a very efficient and professional process for continual improvements.

Other Disclosures and Information

a) Significant and Material Orders passed by the Authority

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations.

b) Sexual Harassment of Women at workplace

Your Company has adopted a Policy under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint about sexual harassment during the year under review.

c) Material Changes and Commitments affecting financial position

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report.

Appreciation

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilization of the Companys resources led to sustainable growth of the Organization. Your Directors expresses their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

Acknowledgement

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and associates.

For and on behalf of the Board of Directors
	Shailendra Kumar Tripathi CEO & Managing Director
Date: 12 May, 2022	Manish Mohnot Non-Executive Director
Place: Mumbai