kap chem ltd Directors report

To

The Members of

JCK Infrastructure Development Limited

Bengaluru

Your Directors have the pleasure in presenting the Forty Second Annual Report together with the Accounts for the year ended 31st March 2022 and other prescribed particulars:

1. Corporate Results:

The Companys financial performance for the year under review along with previous year figures is given hereunder:

Particulars	2021-2022	2020-2021
	(Rs In Lakhs)	(Rs In Lakhs)
Net Sales/ Income from Business operations	673.35	670.57
Other Income	27.29	65.49
Total Income	700.64	736.07
Profit Before Finance Charges & Depreciation	98.54	108.03
Less: Finance Charges	28.44	6.84
Less: Depreciation	27.07	25.91
Profit Before Tax	43.03	75.23
Less: Current Income Tax	14.16	20.45
Less: Deferred Tax	(3.09)	(2.75)
Net Profit After Tax	30.15	57.54
Proposed Dividend for the Financial Year 2021-2022	Nil	Nil
Earnings per equity share (par value of Rs 10 each) (Amount in Rs)
Earnings per share (Basic)	0.07	1.38
Earnings per share (Diluted)	0.07	1.38

The Company achieved revenue of Rs 673.35 Lakhs during the year and net profit after tax for the current reporting period is Rs 30.15 Lakhs. In the preparation of the financial statements the Company had adopted Indian Accounting Standards (Ind AS)

2. Share Capital :

The Paid-up Equity Share Capital of the Company as on March 31,2022 was Rs 4,16,66,670/- comprising of 4166667 Shares of Rs 10/- each.

3. Dividend :

Your Company is recovering from the economic disruptions caused due to continuing impact of COVID, resulting in insufficiency of profit to declare divided for FY 2021-22. Your Company is currently focused on expanding its Project Portfolio and looking to undertake several new projects which will lead to future growth in income and profitability.

4. Impact of COVID-19 on the performance:

The second wave of Covid - 19 pandemic led to devastating economic and social disruption. Due to large number of infections in India, several State Government announced Lockdown in first quarter of FY 2021-22 to prevent spread of the pandemic. The companys operations were impacted due to economic disruption caused by outbreak of omicron in December 2021, compounded by Geo - Political tensions worldwide in February 2022.

5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There is no unclaimed dividend due for transfer to Investor Education and Protection Fund in the Financial Year ended 31st March, 2022

6. Material Changes and Commitment if any affecting the Financial Position of the Company occurred between the end of the Financial year to which this Financial Statements relate and the Date of the Report:

There has been no material changes and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

7. Listing of Company’s Equity Shares :

The Company has listed and admitted to deal with 41,66,667 Equity Shares of ?10 each on Metropolitan Stock Exchange of India Limited (MSEI) w.e.f 11th May 2018 vide notice number MSE/LIST/6302/2018 dated 8th May 2018.

The Company is complying with all the requirements applicable to a Listed Entity and has paid appropriate Listing Fees.

8. Business Growth:

Your Company has a dedicated team of Management who have been instrumental in the growth of the business over the years. Your Directors believe that the Company has the potential to further scale up its business volumes and profitability and are in the process of identifying new avenues of growth and effective utilization of its existing resources.

9. Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo:

The Company is not energy intensive and has not undertaken any technology absorption activities during the reporting period. The Company does not have any Foreign Exchange Earnings or Outgo during the current reporting period.

10. Statement Concerning Development and Implementation of Risk Management Policy of the Company:

The Company framed Risk Management Policy and the Board of Directors are implementing and monitoring the risk management plan for the Company. The Board of Directors does not oversee any major risks (business/financial risks) which will adversely affect the Company.

The said policy can be viewed at Companys website viz. www.jckgroup.in

11. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013:

During the financial year there were no inter corporate investments, loans or guarantees made, under 186 of the Companies Act, 2013

12. Particulars of Contracts or Arrangements made with related parties:

The particular of Contracts or Arrangements made with related parties made pursuant to section 188 is furnished in Annexure - A and is attached to this report.

13. Companys Policy relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties:

The Company has constituted Nomination and Remuneration Committee (NRC) to oversee and develop competency requirements for the Board. The NRC reviews and evaluates potential candidates for appointment and remuneration of Directors and Key Managerial Personnel and meets them prior to making recommendations of their nomination to the Board.

On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations.

The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-executive Directors are compensated by way of attendance and contribution at the Board/Committee Meetings. The Executive Directors are not paid sitting fees.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The said policy is uploaded on Companys Website ie https : //www.jckgroup.in/investors

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys website at https://www.jckgroup.in/investors

14. Disclosure on compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India as are mandatorily applicable, have been complied with.

15. Particulars of Employees and Remuneration to Employees:

The particulars of employees and disclosures required under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed to this report as Annexure - B

16. Annual Return:

The annual return under Section 92(3) of the Companies Act, 2013, read with Companies (Management & Administration) Rules 2014 is available at https://www.ickaroup.in/investors.

The link for accessing the Annual Return of the Company for the F.Y ended March 31, 2022. is https://www.ickgroup.in/pdf/JCKIDL Annual%20Return%20FY%202022.pdf

17. Number of Board Meetings conducted during the year under review:

The Board of the Directors met 4 (Four) times during the Financial Year 2021-2022.

18. Directors Responsibility Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors had 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 affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) The Directors have prepared the Annual Accounts on a going concern basis; and

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

19. Subsidiaries, Joint Ventures and Associate Companies: None.

20. Deposits: The Company has not accepted any deposits.

21. Directors and Key Managerial Persons:

The Board of Directors and committees thereto were duly constituted during the financial year ended 31st March 2022. Mr. Sachin K Shanbhag is currently the Cheif Financial Officer (CFO) of the company.

Mr. Suhas CB resigned from the post of Company Secretary of the Company with effect from closure of business hours of June 18, 2022 and Mr. Bonny Bopaiah was appointed as Company Secretary with effect from June 27, 2022.

As per Section 203 of Companies Act, 2013 the following are Key Managerial Persons of the Company:

- Mr. Krishan Kapur - Managing Director

- Mrs. Esha Krishan Kapur - Whole Time Director

- Mrs. Jyoti Kapur - Whole Time Director

- Mr. Sachin K Shanbhag - Chief Financial Officer (CFO)

- Mr. Suhas CB - Company Secretary - resigned on June 18, 2022

- Mr. Bonny Bopaiah - Company Secretary- Appointed w.e.f June 27, 2022

Mrs. Esha Krishan Kapur (DIN : 01720181) & Mr. Chandermohan Dharampal Agarwal (DIN:00746533) shall be liable to retire by rotation at the 42nd Annual General Meeting and being eligible offer themselves for re-appointment.

The Audit Committee, Nomination and Remuneration Committee, Share Transfer Committee and Stakeholder Relationship Committee were constituted with following members:

A. Audit Committee :

- Mr. Amit Kumar Majumdar - (DIN : 00194123) - Independent Director - Chairman

- Mr. Krishan Kapur - (DIN : 05183136) Managing Director - Member

- Mr. Shyamlal Agarwal - (DIN : 00676883) - Independent Director - Member

B. Nomination and Remuneration Committee :

- Mr. Amit Kumar Majumdar (DIN: 00194123) - Independent Director - Member

- Mr. Chandermohan D Agarwal (DIN: 00746533) Non-Executive Director - Member

- Mr. Shyamlal Agarwal - (DIN: 00676883) - Independent Director - Chairman

C. Stakeholders Relationship Committee :

- Mr. Amit Kumar Majumdar (DIN : 00194123) - Independent Director - Chairman

- Mr. Krishan Kapur (DIN : 05183136) Managing Director - Member

- Mrs. Jyoti Kapur (DIN : 00747833) Whole -Time Director - Member

- Mrs. Esha Krishan Kapur (DIN : 01720181) Whole-Time Director - Member

D. Share Transfer Committee:

- Mr. Krishan Kapur (DIN : 05183136) Managing Director - Chairman

- Mrs. Jyoti Kapur (DIN : 00747833) Whole -Time Director - Member

- Mrs. Esha Krishan Kapur (DIN : 01720181) Whole -Time Director - Member

The current constitution of Board of Directors is as below:

Name of the Director	Date of Appointment	Designation
Krishan Kapur	23-09-2014	Managing Director
Jyoti Kapur	21-02-2006	Whole -Time Director
Esha Krishan Kapur	01-02-2017	Whole -Time Director
Amit Kumar Majumdar	20-09-2018	Independent Director
Chandermohan Dharampal Agarwal	22-03-1981	Non - Executive Director
Shyamlal Agarwal	22-09-2021	Independent Director

22. Declaration of Independent Director:

The Independent Directors have submitted a declaration that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations. All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors.

23. Statutory Auditors:

Currently M/s P Chandrasekar LLP (Erstwhile known as M/s. P Chandrasekar & Co) (Firm Regd. No. 000580S / S200066), Chartered Accountants, are the Statutory Auditors of the Company.

24. Secretarial Auditor:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Shashikanth Nadig, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2022.

The Secretarial Audit Report issued in this regard is annexed as Annexure C

25. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their Report:

The Comments in the reports of Auditors and Secretarial Audit Report, are self-explanatory.

26. Adequacy of Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

27. Disclosures as per the Sexual Harassment of Women at Work place :

The Company has not received any complaint on sexual harassment during the financial year ended 31st March 2022. The Company has complied with provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Board of Directors has constituted Internal Complaints Committee with the following members.

(a) Jyoti Kapur - Presiding Officer

(b) Esha Krishan Kapur - Member

(c) Sunku Pravalika Sanketh - Member

(d) G. R. Harini - External Member

(e) Krishan Kapur - Member

28. Disclosure of Composition of Audit Committee and providing Vigil Mechanism:

The Board has constituted an Audit Committee in compliance with the requirements of Section 177 of Companies Act, 2013 comprising of Mr. Amit Kumar Majumdar as Chairman, and 2 other directors as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https : //www.jckgroup.in/investors

29. Annual Evaluation of performance of the Board, committees and individual Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

30. Shares:

a) Buy Back of Securities: The Company has not bought back any of its securities during the year.

b) Sweat Equity : The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares: The Company has not issued any Bonus Shares during the year under review.

d) Employee Stock Option Plan: During the Financial Year under review the Company has not issued/ allotted any shares under these schemes.

31. Corporate Social Responsibility:

The provision of Section 135 of the Companies Act 2013 is not applicable for your Company.

32. Details of significant and material orders passed by Regulators, Courts and Tribunals:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in future.

33. Reporting of Frauds:

There was no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

Also there were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

34. Maintenance of Cost Records:

During the year under review Maintenance of Cost Records is not Applicable to the Company.

35. Corporate Governance disclosure requirements under SEBI Regulations:

The compliance with the corporate governance provisions is not applicable to the Company, pursuant to Regulation 15 of SEBI (LODR) Regulations, as amended from time to time.

36. MD and CEO/CFO Certification:

The Managing Director and the Chief Financial Officer have certified to the Board in accordance with Regulation 33(2)(a) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31st March 2022.

37. Declaration regarding compliance by Board Members and Senior Management Personnel with the Companys code of conduct :

In terms of the Listing Regulations, I hereby confirm that all the Board members and Senior Management Personnel of the Company have affirmed compliance with the respective Codes of Conduct, as applicable to them for the year ended 31st March, 2022.

38. Management Discussion and Analysis Report :

The Management Discussion and Analysis Report as required under the Listing Regulations is presented in a separate section and forms part of the Annual Report as Annexure D

39. Acknowledgments :

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / association, financial institution and Central and State Government for their consistent support and encouragement. The Board of Directors wish to place on records their sincere appreciation to all the employees for their dedication, commitment and unstinted efforts towards the growth of the company.

	For and on behalf of the Board of
	JCK Infrastructure Development Limited
	Sd/-	Sd/-
	Jyoti Kapur	Krishan Kapur
Place : Bengaluru	Whole Time Director	Managing Director
Date : July 27, 2022	DIN : 00747833	ZJ ZJ DIN :05183136