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 March 31, 2019.

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the financial year ended March 31, 2019 is given herein below.

(र in Crores)

Particulars For the year ended March 31, 2019 For the year ended March 31, 2018
Total Revenue 3,277.6 2,773.3
Profit before Depreciation, Interest & Tax 361.7 302.4
Less: Depreciation 78.1 71.7
Interest 95.1 85.8
Profit before Tax 188.5 144.9
Tax Expenses 46.4 38.8
Profit for the period 142.1 106.1
Other Comprehensive Income (net of Tax)
Items that will not be reclassified subsequently to Profit or loss (0.2) (1.2)
Items that will be reclassified subsequently to Profit or Loss 5.4 0.4
Total Comprehensive Income for the period 147.3 105.3
Add: Surplus brought forward from previous year 352.5 256.1
Profit available for Appropriation 499.8 361.4
Appropriation:
Dividend - Final-F.Y. 2017-18 10.1 5.1
Corporate Dividend Tax on Equity Dividend (including surcharge) 2.0 1.0
Items of other comprehensive income recognized directly in retained earnings 0.9 0.6
Transfer to Debenture Redemption Reserve 5.4 -
Transfer to General Reserve 2.2 2.2
Balance carried to Balance Sheet 479.2 352.5
TOTAL 499.8 361.4

OVERVIEW & STATE OF THE COMPANYS AFFAIRS

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2016 pursuant to the notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. Standalone Highlights: During the year ended March 31, 2019, your Company has achieved total Revenue (i.e.

Revenue from Operations & Other income) of र 3,277.6 crores as against र 2,773.3 crores for the previous year ended March 31, 2018. Your Company has achieved Profit before tax of र 188.5 crores for the current year as against र 144.9 crores for the previous year (an increase of 30.1% over the previous year).

Consolidated Highlights: During the year ended March 31, 2019, your Companys consolidated Revenue stood at र 3,433.6 crores as against र 2,905.7 crores for the previous year ended March 31, 2018. Your Company has achieved Profit before tax of र 115.4 crores for the current year as against र 50.5 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 improved performance during the financial year under consideration, your Directors are pleased to recommend a dividend of र 0.70 (35%) per equity share of face value of र 2/- each (previous year र 3.00 per equity share of र 10/- 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 र 11.75 crores (excluding corporate tax on dividend).

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 र 1,57,296/- of unpaid / unclaimed dividend were transferred during the year to the Investor Education and Protection Fund.

APPROPRIATIONS

During the year under review, your Company has transferred र 2.2 crores to the General Reserve and other appropriations as mentioned in note no. 12 of the standalone financial statements.

SUB-DIVISION OF FACE VALUE OF EQUITY SHARES

During the year under review, your Company has subdivided the face value of Equity Shares of the Company from र 10/- each to र 2/- each pursuant to the Special Resolution passed by the members of the Company by way of Postal Ballot on September 18, 2018. Consequential changes in the Memorandum of Association of your Company were carried out simultaneously. The record date for the sub-division of equity shares of the Company was October 05, 2018. Pursuant to sub-division, new ISIN of the Company is INE890A01024.

SHARE CAPITAL

As on March 31, 2019, the paid-up equity share capital of the Company stands at र 33,58,10,340/- comprising of 16,79,05,170 equity shares of र 2/- each fully paid up. As on March 31, 2019, 99.80% 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 1,500 Nos. of 9.95% Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (NCDs) of the face value of र 10,00,000/- (Rupees Ten Lakh Only) each, for an aggregate nominal value of र 150,00,00,000/- (Rupees One Hundred Fifty Crores Only) divided in Series I Debentures (300 nos.), Series II Debentures (450 nos.) and Series III Debentures (750 nos.) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited.

CARE Ratings Limited has assigned the rating of ‘CARE A+ (stable) to the NCDs issued by the Company and the said rating denotes stable outlook of safety for timely servicing of debt obligation and carries low credit risk.

REVIEW OF BUSINESS OPERATIONS

During the year under review, your Company has received new contracts of approx. र 5,600 crores. As on March 31, 2019, the aggregate value of orders on hand stands at around र 10,000 crores.

The details of some of the major / prestigious contracts received during the financial year are as under. a) Construction of township for NMDC in Dhanpunji, Jagdalpur, Bastar Dist., Chhattisgarh b) Execution of Pipe water supply project for Rural Water Supply & Sanitation in Koraput Dist., Odisha c) Execution of Narmada- Jhabua-Petalwad - Thandala - Sardarpur Micro Irrigation Scheme on turnkey basis for Narmada Valley Development Authority, Madhya Pradesh d) Four laning of Madurai-Chettikulam Section of NH 785 for NHAI in Tamilnadu e) Construction of Flyover in Sakoli town on NH53 for NHAI in Maharashtra f) Construction of Flyover in Lakhani town on NH53 for NHAI in Maharashtra g) Execution of Nagalwadi Micro Irrigation Scheme on turnkey basis for Narmada Valley Development Authority, Madhya Pradesh h) Civil works for VIT University in Amravati, Andhra Pradesh i) Civil works for TSL plant for TATA Steel at Kalinganagar, Odisha j) Piped Water Supply & O&M for 337 villages of Bolagarh and Begunla Block of Khordal Dist. & 9 GPs of Sadar block in Dhenkanal Dist. of Odisha for Rural Water Supply & Sanitation, Odisha k) Contract for Design & Build MTB5 Building Ascendas ITPB SEZ for Information Technology Park Ltd. at Bengaluru, Karnataka l) Construction of commercial development Zentech Business Park for Purvankara at Bengaluru, Karnataka m) Construction of Residential Buildings of Nalanda University campus for Nalanda University in Nalanda Dist., Bihar n) Construction of mixed use Residential development Brigade Cornerstone Utopia at Varthur Hobli, Bengaluru, Karnataka

YEARS AHEAD AND PROSPECTS

Your Company has been able to built-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.

FINANCE

During the year, your Company has invested र 41.0 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 र 150.43 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 IND AS FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (र ereinafter referred to as the ‘Listing Regulations) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 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 Ind AS 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.

The performance and financial position of the Companys Subsidiaries and Jointly Controlled Entity are summarized herein below: (र in Crores)

Name of the Company % share Total Income* Profit / (Loss) for the year Share of Profit / (Loss)
Brij Bhoomi Expressway Private Limited 100 31.70 (7.89) (7.89)
(CIN : U74900MH2010PTC261958)
Wainganga Expressway Private Limited 100 57.38 (33.99) (33.99)
(CIN : U45203MH2011PTC264642)
Vindhyachal Expressway Private Limited 100 66.93 (2.33) (2.33)
(CIN : U45203MH2012PTC271978)
JMC Mining and Quarries Limited 100 - - -
(CIN : U45201GJ1996PLC028732)
Kurukshetra Expressway Private Limited 49.57 91.21 (41.35) (20.50)
(CIN : U45400HR2010PTC040303)

*Note: Total income includes Toll Revenue and other Revenue including Utility Shifting, Change of Scope, Interest income.

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 Companies Act, 2013: (a) in the preparation of the annual accounts for the financial year ended March 31, 2019, 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 profit 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 Companies Act, 2013 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 March 31, 2019 on a going concern basis; (e) they 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 of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended March 31, 2019 forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Tulsian is liable to retire by rotation at the ensuing Annual General Meeting (AGM). Mr. Manoj Tulsian, being eligible offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The brief resume of Mr. Manoj Tulsian and other relevant details are given in the accompanying Notice of AGM. On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 08, 2019, subject to the approval of the members of the Company, reappointed Mr. Manoj Tulsian as Whole-time Director designated as Whole-time Director & CFO of the Company, liable to retire by rotation for a period of 3 (three) years commencing from May 27, 2019 to May 26, 2022 (both days inclusive) on the terms and conditions as set out in the Agreement duly executed between the Company and Mr. Manoj Tulsian. Requisite proposal seeking your approval for his re-appointment and payment of remuneration forms part of the Notice convening the 33rd Annual General Meeting of the Company.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 08, 2019, subject to the approval of the members of the Company, reappointed Mr. Shailendra Kumar Tripathi as CEO & Dy. Managing Director of the Company, liable to retire by rotation for a period of 3 (three) years commencing from October 22, 2019 to October 21, 2022 (both days inclusive) on the terms and conditions as set out in the Agreement duly executed between the Company and Mr. Shailendra Kumar Tripathi. Requisite proposal seeking your approval for his re-appointment and payment of remuneration forms part of the Notice convening the 33rd Annual General Meeting of the Company. Pursuant to the provisions of the Companies Act, 2013, the members at the 28th AGM of your Company held on September 27, 2014 appointed Mr. D. R. Mehta as an Independent Director to hold office for 5 (five) consecutive years for a term up to September 26, 2019. Mr. D. R. Mehta is eligible for re-appointment as an Independent Director for a second term of up to 5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 33rd AGM of your Company, the re-appointment of Mr. D. R. Mehta as an Independent Director for a second term of 5 (five) consecutive years from September 27, 2019 to September 26, 2024.

Pursuant to the provisions of the Companies Act, 2013, the members at the 28th AGM of your Company held on September 27, 2014 appointed Mr. Shailendra Raj Mehta as an Independent Director to hold office for 5 (five) consecutive years for a term up to September 26, 2019. Mr. Shailendra Raj Mehta is eligible for re-appointment as an Independent Director for a second term of up to

5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 33rd AGM of your Company, the re-appointment of Mr. Shailendra Raj Mehta as an Independent Director for a second term of

5 (five) consecutive years from September 27, 2019 to September 26, 2024.

Pursuant to the provisions of the Companies Act, 2013, the members at the 31st AGM of your Company held on August 10, 2017 appointed Ms. Anjali Seth as an Independent Director to hold office for 3 (three) consecutive years for a term up to May 16, 2020. Ms. Anjali Seth is eligible for re-appointment as an Independent Director for a second term of up to 5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 33rd AGM of your Company, the re-appointment of Ms. Anjali Seth as an Independent Director for a second term of 5 (five) consecutive years from May 17, 2020 to May 16, 2025. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

As on date, Mr. Shailendra Kumar Tripathi, CEO & Dy. Managing Director, Mr. Manoj Tulsian, Whole-time Director & CFO and Mr. Samir Raval, Company Secretary are the KMP of the Company. Details relating to remuneration of the Directors and KMP are mentioned in Annexure 5 of the Boards Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Companies Act, 2013 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 Companies Act, 2013 and other statutes.

The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at https://www.jmcprojects.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.

MEETINGS OF THE BOARD

During the year, the Board met 4 (four) times, the details of which are provided in 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 Companies Act, 2013. 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 30th AGM held on August 11, 2016 have approved the 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 35th AGM. The requirement of ratification of appointment of Statutory Auditors at every AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018. Thus, M/s. B S R & Co. LLP will continue to hold office till the conclusion of 35th AGM of the Company.

The Auditors Report on Standalone and Consolidated Ind AS financial statements is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. D. M. Zaveri & Co, Practicing Company Secretaries (CP No. 4363) had been appointed to undertake the secretarial audit of the Company for the financial year ended on March 31, 2019. 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 Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s.

Parikh & Associates, Practicing Company Secretaries (CP No. 1228) as the Secretarial Auditor of the Company for the financial year ending March 31, 2020. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

COST ACCOUNTS AND COST AUDIT

In terms of Section 148 of the Companies Act, 2013 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 Companies Act, 2013.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 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) as the Cost Auditors of the Company to audit the cost records for the financial year ending March 31, 2020. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As per the statutory requirement, the requisite resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice convening 33rd AGM of the Company. During the year, the Cost Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

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 some of the road projects which would ultimately results in accruing benefits to the Company. Details of loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 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 Companies Act, 2013 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. 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 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, specifying the nature, value and terms & conditions of the transactions 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) (र ) of the Companies Act, 2013 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 has 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. On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on January 31, 2019 have amended the Remuneration Policy of the Company. The amended Policy have been made effective from April 01, 2019. The major amendment in the Policy is pertaining to the definition of Senior Management Personnel of the Company and variable pay component in the Cost to Company of the employees of the Company. 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 Companies Act, 2013 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 Companies Act, 2013 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 Companies Act, 2013, 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 Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, 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 Companies Act, 2013 and content of 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

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of the Company in Form MGT-9 is annexed as Annexure 5 and forms an integral part of this report. The Annual Return as referred in Section 134(3)(a) of the Companies Act, 2013 for the financial year ended March 31, 2019 shall be placed 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 Organisation. 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.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2019 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo 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 Companies Act, 2013.

RISK MANAGEMENT

Risk Management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach in addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the Company is exposed to are financial risks, commodity price risks, regulatory risks, human resource risks, strategic risks etc.

More details in respect to the risk management are given in Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The management has established internal control systems commensurate with the size and complexity of the business. The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. The Company follows well-documented Standard Operating Procedures (SOPs). The operating effectiveness of various controls is periodically tested and deficiencies, if any, are promptly rectified.

More details in respect to Internal Financial Controls and its adequacy are given in Management Discussion and Analysis Report.

HUMAN RESOURCE MANAGEMENT

HR AUTOMATION AND DIGITAL TRANSFORMATION:

The Human Resource function of your Company has embarked on the journey of digital transformation by launching of "Human Tree" (SAP Success Factor HR Services Platform). The modules for employee collaboration (People Konnect) and Performance Management are already made live in this year. Human Tree is the best in class employee life cycle management platform and this has enabled employees across all divisions to collaborate and connect with each other and ensured information availability on their fingertips.

BEST IN CLASS TALENT:

The talent acquisition has played a vital role in attracting best in class talent from industry for key positions and hiring bright students from well-known construction management institute and management colleges. Your Company has professionally qualified, technically skilled and highly trained manpower working at its Project Sites and Offices.

STRENGTHENING PEOPLE CAPABILITIES:

Your Company continues to strengthen its people capabilities to build a sustainable business. The Company has significantly improved its score on training man-days over past three years crossing 11,000+ man-days of trainings this year. There were numerous programs like cadre wise Behavioral trainings, Process Excellence Series, Customized functional trainings delivered across locations. Skill building and certification of labours through skill India initiative provided skilled labour to project sites, which in turn contributed to the quality of Projects. The newly launched E-learning module has been added advantage and has enabled employees for anytime, anywhere, self-paced learning.

LEADERSHIP DEVELOPMENT AND BUILDING TALENT POOL:

There is a focused effort on leadership development through structured intervention like 360-degree feedback, Coaching, Action Learning Program and Executive Shaper Programs in your Company. The talent management process of the Company ensures continuous talent availability across functions and all regions.

BUILDING A SUPPORTIVE WORK ENVIRONMENT FOR EMPLOYEES:

To ensure employees take pride in their work and contribute willingly towards the organization mission and goals, your Company practices various employee engagement initiatives.

The below initiatives are well established within your Company.

Pravesh: For proper handholding and support of new hires Shabash: Appreciation of exemplary performance Prosper: Career Progression path for employees Reassure: Redeployment of employee after project completion Health at Work: Yoga Session, Health Check-up, Health advisory talks etc.

Labour Engagement: Activities for Labour at sites and their children. Karo Daan Yek Muskaan Fun at Work: Birthday Celebration, Festival Celebration, Annual Celebrations, Sports, Motivational movies- Bioscope etc.

Converse: Your Company also continues to put special emphasis on Employee Communication through SAMVAD Meeting, Coffee with HR, Town Halls, Leadership interactions, Newsletters to ensure alignment of employees with the Companys Mission and Goals.

VALUES AND CODE OF CONDUCT:

Your Company has adopted six organization values viz. Business Ethics, Quality, Respect, Pride, Humility and Prudence, which guide the way you work and handle business.

The Code of Conduct of your Company promotes commitment to integrity and high ethical standards of professional and personal conduct by employees. It also ensures good Corporate Governance and transparent processes in managing the affairs of the Company. Overall, your Company has best in class employee practices, policies and process to support the business growth.

QUALITY, HEALTH & SAFETY MANAGEMENT SYSTEM

Your Company has an established Integrated Management System comprising Quality Management Systems (QMS) confirming to ISO 9001:2015, Environmental Management System (EMS) conforming to ISO 14001:2015 and Occupational Health & Safety Assessment Series conforming to BS OHSAS 18001:2007 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 in terms of quality and services, protection of Environment, safeguarding the occupational health, safety of all our employees and compliance to applicable legal and other non-regulatory requirements pertaining to environment, health and safety along with continual improvements to the system. 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 recognized by our clients / associates and Govt. bodies through awards / accreditations in 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).

OTHER DISCLOSURES AND INFORMATION3

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 and profitable growth of the Organization. Your Directors express 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 & Dy. Managing Director
Place: Mumbai Manoj Tulsian
Date: May 08, 2019 Whole-time Director & CFO