J Kumar Infraprojects Ltd
Directors Reports
Dear Shareholders,
The Board of Directors are pleased to present the 24th (Twenty-Fourth) Annual Report of
the Company along with the Audited Financial Statements for the Financial Year ended March
31, 2023. A brief summary of the Company's financials during the year ended March 31, 2023
is given below:
1. SUMMARISED FINANCIAL RESULTS:
Particulars |
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
| Revenue from operations |
4,203.14 |
3,527.20 |
| Other income |
30.43 |
24.86 |
| Total Income |
4,233.58 |
3,552.06 |
| Profit before Interest, Depreciation, Exceptional Items and Tax |
597.07 |
504.59 |
| Less: Finance Cost |
99.19 |
99.99 |
| Profit before Depreciation, Exceptional Items and Tax |
528.31 |
429.46 |
| Less: Depreciation Expense |
154.74 |
146.79 |
Profit Before Tax |
373.57 |
282.68 |
| Provision for Tax (Including earlier Year Taxation) |
99.17 |
76.80 |
Profit After Tax |
274.40 |
205.88 |
| Other comprehensive income for the year |
1.38 |
1.45 |
Total comprehensive income for the year |
275.78 |
207.33 |
Paid up Capital |
37.83 |
37.83 |
Note: Previous year's figures have been regrouped / rearranged wherever considered
necessary. Some of the key highlights of the year were:
Robust performance:
• Record revenue from operations of Rs. 4,203 crores
• Highest ever EBITDA of Rs. 597 crores
• Highest ever Profit after tax of Rs. 274 crores
Strong Balance Sheet:
• Net debt free Company.
• Gross debt to Rs. 516 crores at the end of the FY 2023 as compared to Rs.
431 crores at the end of FY 2022.
• ICRA Limited has assigned the Company's Rating as ICRA A+/ Stable for fund based
limits and Non Fund based limits and ICRA A1 for Commercial Paper.
2. REVIEW OF OPERATIONS OF THE COMPANY:
The Company is a pure play EPC Company having a niche in construction of Urban Infra
Projects including Metros, Flyover, bridges etc. It is renowned for undertaking design and
construction projects on a turnkey basis meeting their clients' requirements. JKIL is
focused on EPC projects, having strong foothold in various sectors like Urban
Infrastructure, Transportation Infrastructure, & Civil Construction, etc.
During the year under review, your Company has received new contracts of approximately
Rs. 2,652 crores (excluding GST). As of March 31, 2023, the aggregate value of
orders on hand stands at Rs. 11,853 crores.
There was no change in nature of the business of the Company.
3. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company does not have any Subsidiary/ies, Associate/s, Joint Venture/s as on the
date of this report. However the Company has 21 joint operations, referto Note No. 33 to
the Audited Financial Statements in this Annual Report.
4. FINANCIAL PERFORMANCE:
Revenue from operations for the year at Rs. 4,203 Crores as compared to Rs. 3,527
Crores for the previous year ended March 31, 2022. Profit before Tax was Rs. 373 Crores
as against Rs. 282 Crores in the previous year ended March 31, 2022. Profit after
Tax was Rs. 274 Crores as against Rs. 205 Crores in the previous year ended
March 31, 2022.
5. EARNINGS PER SHARE (EPS):
The Basic EPS of the Company stood at Rs. 36.26 for the year ended March 31,
2023.
6. TRANSFER TO RESERVE:
The Company has not transferred any amount to the reserves during the current financial
year.
7. DIVIDEND:
Your Company has a consistent track record of dividend payment. Continuing with this
trend and inline with the Dividend Distribution Policy of the Company, the Directors are
pleased to recommend a dividend of Rs. 3.50/- (70%) per equity share ofRs. 5/- each
payable to those shareholders whose name appear in the Register of Members as on the Book
Closure / Record date for the financial year ended March 31, 2023, subject to the approval
of shareholders at the ensuing Annual General Meeting. The total outflow on account of
equity dividend will be Rs. 26.48 Crores out of profits of the Company for the
current year, vis a vis Rs. 22.70 Crores paid for FY 21-22. The dividend if
approved by the members at the forthcoming Annual General Meeting, will be paid in
compliance with applicable provisions of Companies Act 2013 ("the Act").
Dividend Distribution Policy of the Company is available on http://www.ikumar.com/
content/upload/l/root/dividend-distribu tion-policv.pdf
8. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:
The Company sends intimations to all shareholders whose dividends are unclaimed so as
to ensure that they receive their rightful dues. Efforts are also made to co-ordinate with
the Registrar and Share Transfer Agents to locate the shareholders who have not claimed
their dues. During the FY 22-23, the Company has transferred a sum of Rs. 1,00,956/- (Rupees
One Lakh Nine Hundred and Fifty-Six only) to Investor Education & Protection Fund
related to FY 2014-15, the amount which was due and payable and remained unclaimed
and unpaid for a period of seven years. Further 465 number of equity shares pertaining to
such unclaimed or unpaid dividend has also been transferred to the Investor Education and
Protection Fund Authority in accordance with the provisions of Section 124(6) of the Act
read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016. The Company has uploaded the details of unpaid
and unclaimed amounts lying with the Company as on September 20, 2022 (date of Last Annual
General Meeting) on the website of the Company
http://www.ikumar.com/unpaid-dividend-information, as also on the Ministry of Corporate
Affairs website.
In pursuance of Regulation 39 read with Schedule VI of the Listing Regulations, the
details of shares lying in unclaimed suspense account and unclaimed shares/dividend
transferred to Investor Education and Protection Fund, are provided in the Report on
Corporate Governance.
9. SHARE CAPITAL:
The Paid-up Share Capital as on March 31, 2023 was ?37.83 Crores. During the
Financial Year, the Company has neither issued any shares nor has granted stock options or
sweat equity. As on March 31, 2023, 99.99 % of the total paid-up capital of the Company
stands in the dematerialized form.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments as covered under the provisions of Section
186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 as at
March 31, 2023 are given in the note no. 5 & 11 to the Audited Financial Statements in
this Annual Report.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Part B of Schedule V of the Listing Regulations, a
detailed review of the business operations, performance, future outlook, major events
occurred during the year as well as state of company's affairs is given in the Management
Discussion and Analysis, which forms part of this report.
12. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
Corporate Social Responsibility has been an integral part of the way in which your
Company does business. Your Company has made conscious efforts to involve communities in
its development journey and has received appreciations from the stakeholders, which gives
a sense of pride and an encouragement to continue this resolve further and better. The
Company considers its economic, environmental and social responsibility to
fostersustainable local development as well as extend necessary support to the
underprivileged and poor sections of the society. The Board had at its meeting held on May
30, 2022, approved the Annual Action Plan of CSR activities to be undertaken during the
year in accordance with the CSR policy of the Company, which can be accessed at
http://www.ikumar. com/content/upload/l/policies-and-code-of-conduct/
corporate-social-responsibilitv-policv.pdf
On the recommendation of the CSR Committee, the Company has spent an amount of Rs. 4.05
Crores (Rupees Four Crores Five Lacs Only) towards CSR expenditure for the Financial
Year ending as on March 31, 2023.
In accordance with the provisions of section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, an Annual Report on the CSR
activities of the Company along with the CSR initiatives undertaken during the FY 22-23 is
appended to this Report as "Annexure - A".
Chief Financial Officer has certified that the funds disbursed for CSR during the
financial year 2023, have been used for the purpose and in the manner approved by the
Board.
As mandated under Section 135 of the Act, the Composition of Corporate Social
Responsibility Committee is given in the Report on Corporate Governance, forming part of
this Report. Corporate Responsibility Policy of the Company is available on the website of
the Company and can be accessed at http://www.ikumar.com/content/upload/l/policies-
and-code-of-conduct/corporate-social-responsibilitv- policv.pdf
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY, RISK MANAGEMENT AND COMPLIANCE
FRAMEWORK:
The Company has in place adequate Internal Control System, including Internal Financial
Controls, commensurate with the size, scale and complexity of its operations as approved
by the Audit Committee and Board. The Internal Financial Controls are adequate and working
effectively.
The scope of the Internal Audit as defined in the Internal Audit Charter covers the
evolution of Internal Control System. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor
monitors and evaluates the efficacy and adequacy of the internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal auditor, process owners
undertake corrective actions in their respective areas and thereby strengthen the
controls. During the year under review, no material or serious observation has been
received from the Internal Auditors of the Company for the inefficiency or inadequacy of
such controls.
The Company believes that internal controls are the prerequisite of governance and all
the actions should be exercised within the framework of checks and balances. It has laid
down an adequate system of internal controls, policies and procedures for ensuring orderly
and efficient conduct of the business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, timely preparation of reliable financial
disclosures and to ensure compliance with regulatory requirements.
The internal financial controls are adequate and operating effectively. Effectiveness
of internal financial controls is ensured through management reviews and controlled self
assessment.
The Company also has Risk Management Policy and framework in place which defines roles
and responsibilities at various levels of the risk management process.
Risk Management Committee ("RMC") oversees the implementation of Risk
Management Policy as well as risk management and mitigation framework. Risks are
categorised into Regulatory, Competition, Cyber Security including Data Security, Economic
& Political Environment, Environmental, Social & Governance Risks and other
critical risks. The Chief Risk Officer engages with all functional all heads to identify
internal and external events that may have an adverse impact on the achievement of
Company's objectives and periodically monitor changes in both internal and external
environment leading to emergence of a new threat/risk.
Risk Management Policy of the Company can be accessed at http://www.ikumar.com/content/
upload/l/policies-and-code-of-conduct/i-kumar- riskmanagement-policv.pdf.
14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING ("BRSR"):
SEBI, vide its circular dated May 10, 2021, made filing of BRSR mandatory for the top
1,000 listed companies (by market capitalization), replacing the existing BRR from FY
22-23, while disclosure is voluntary for FY 21-22.
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with
SEBI circulars issued from time to time, the BRSR for the financial year ended March 31,
2023 has been separately furnished in the Annual Report and forms a part of the Annual
Report. The BRSR has been prepared in accordance with the format prescribed by SEBI. It
describes various initiatives taken by the Company from environment, social and governance
perspective.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177(9) of the Act and the Listing Regulations, the
Company has established a mechanism through which all the stakeholders can report the
suspected frauds and genuine grievances to the appropriate authority and to encourage and
facilitate employees to report concerns about unethical behavior, actual/ suspected frauds
and violation of Company's Code of Conduct or Ethics Policy.
The policy provides for adequate safeguards against victimization of persons who avail
the same and provides for direct access to the Chairperson of the Audit Committee. The
policy also establishes adequate mechanism to enable employees report instances of leak of
unpublished price sensitive information.
The Audit Committee of the Company oversees the implementation of the Whistle-Blower
Policy.
The said policy is available on the website of the Company website:
http://www.ikumar.com/content/upload/l/policies-and-code-of-conduct/whistle-
blower-policv-iki.pdf
During the year under review the Company has not received any complaint(s) under the
said policy.
The same is reviewed by the Audit Committee from time to time. No concerns or
irregularities have been reported by employees/directors till date. It is affirmed that no
person has been denied access to the Audit Committee.
16. DIRECTOR AND KEY MANAGERIAL PERSONNEL("KMP"):
The Nomination & Remuneration Committee has been mandated to review, recommend
appointment/s, terms of appointment/ re-appointment of Director/s and KMPs based on the
Company policies, industry requirement and business strategy.
DIRECTORS:
POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
Policy for the appointment of Person as "Director" and evaluation of
Directors and Senior Management Personnel, of the Company can be accessed at http://
www.ikumar.com/content/upload/l/policies-and-
code-of-conduct/policv-on-the-appointment-of-
person-as-director-and-evaluation-of-directors- and-senior-management personnel.pdf which
sets out guiding principles for selection of persons who are qualified to become
Directors/lndependent Directors.
The objective of Policy for Nomination and Remuneration of Directors and Employees is
to ensure that the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate the Directors, KMP and Senior Management employees and the
said policy can be accessed at http://www.ikumar.com/
content/upload/l/policies-and-code-of-conduct/ nomination-and-remuneration-policy.pdf
APPOINTMENTS / RE-APPOINTMENT:
RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152 of the Act, Dr. Nalin J. Gupta (DIN:
00627832), Managing Director of the Company, is liable to retire by rotation at the
ensuing Annual General Meeting ("AGM") of the Company and being eligible, he
offers himself for re - appointment. Necessary resolution for his re-appointment is
included in the Notice of AGM for seeking approval of Members. Additional information,
pursuant to Regulations 36(3) of the Listing Regulations, in respect of the Director
seeking re-appointment in AGM, forms a part of the Notice. The Board of Directors
recommends his reappointment for your approval.
Based on the disclosures received by them, none of the Directors of the Company are
disqualified /debarred for being appointed as Directors as specified in Section 164(2) of
the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the SEBI Order.
APPOINTMENTS:
Pursuant to the provisions of Section 149,150,152 of the Act read with Schedule IV and
Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules,
2014, and other applicable provisions, sections, rules of the Act, (including any
statutory modifications or re-enactment thereof for the time being in force), and on the
recommendation of the Nomination and Remuneration Committee of the Company the Board of
Directors, have approved the appointment of Mr. Raghav Chandra (DIN: 00 057760) as
Non-Executive Independent Director, with effect from November 01, 2022.
The Members of the Company have approved the appointment of Mr. Raghav Chandra (DIN: 0
0057760) as Non-Executive Independent Director, vide the Postal Ballot Notice dated
November 01, 2022 and the report from the Scrutinizer dated December 15, 2022.
DEMISE:
With profound sadness and grief, the Directors of the Company, report the sad demise of
Late Mr. P. P. Vora, Non-Executive Independent Director on August 05, 2022,The Company
immensely benefitted from his leadership during his tenure both as a Member of the Board
of Directors and as a Member of Various Board Committees. The Board conveys its deep
sympathy, sorrow and condolences to his family and places on record its deep appreciation
of the valuable services rendered by Mr. P. P. Vora during his tenure on the Board of the
Company.
Declaration by Independent Directors and Senior Management Personnel on compliance of
code of conduct:
The Company has received and taken on record the declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act, sub rule (1) and (2) of Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014 as amended and Regulation
16(l)(b) of the Listing Regulations. Based on the confirmation / disclosures received from
the Directors and on evaluation of the relationships disclosed, the following
Non-Executive Directors are Independent.
Mr. Raghav Chandra (w.e.f. November 01, 2022),
Mr. Sidharath Kapur and
Mrs. Archana Yadav.
The Company has also received declarations regarding the compliance of the Code for
Independent Directors as prescribed in Schedule IV to the Act.
The Independent Directors of the Company have confirmed that they have registered their
names in the Independent Directors database with the Institute of Corporate Affairs for
inclusion of their name in the data bank for a period of one year, as per the provisions
in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.
Also Senior Management Personnel, including Executive Directors have submitted their
disclosures under Regulation 23(6) of the Listing Regulations confirming compliance with
the Code of Conduct for Directors and Senior Management Personnel. The Board is of the
opinion that the Independent Directors possess requisite qualifications, experience and
expertise in the fields of operations, finance, strategy, risk management and they hold
high standards of integrity. Skill set, expertise & competencies matrix of all the
Directors is provided in the Report on Corporate Governance forming part of this Annual
Report.
Familiarization Programme:
In compliance with the requirements of the Listing Regulations, the Company undertakes
a familiarisation programme for the Independent Directors to familiarise them with their
roles, rights and responsibilities as Independent Directors, nature of the industry, the
operations of the Company, business model, risk management etc. The details of the
programme are hosted on the Company website at: http://www.jkumar.
com/familiarisation-proqramme/familiarisation- proqramme-2022-2023
The Company issues a formal letter of appointment to the Independent Directors
outlining their role, functions, duties and responsibilities, the format of which is
available on the Company's website at http://www. ikumar.com/appointment-letters
Key Managerial Personnel:
In terms of Section 2(51) and 203 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel), Rules 2014 the following are the Key Managerial
Personnel of the Company as on March 31, 2023:
• Mr. Jagdishkumar M. Gupta, Executive Chairman
• Mr. Kamal J. Gupta, Managing Director
• Dr. Nalin J. Gupta, Managing Director
• Mr. Madan Biyani, Chief Financial Officer (with effect from May 13, 2022)
• Mrs. Poornima Reddy, Company Secretary
17. BOARD AND DIRECTOR'S EVALUATION:
Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act
read with Regulation 17(10) of the Listing Regulations, Annual Performance Evaluation of
the Board, the Directors as well as Committees of the Board has been carried out, in
accordance with the Policy on Board Evaluation, criteria laid down which are in alignment
with the best corporate governance practices and the said policy of the Company can be
accessed at http://www. ikumar.com/content/upload/l/policies-and-code-of-
conduct/policv-on-the-appointment-of-person-as-
director-and-evaluation-of-directors-and-senior- management-personnel.pdf
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
Further, at a separate meeting of Independent Directors, performance of the Directors,
the Board as a whole and the Chairman of the Company was evaluated, taking into account
the views of executive directors and nonexecutive directors.
A consolidated report on performance evaluation was shared with the Chairman of the
Board for his review and discussion with Board and each Director. The manner of evaluation
of Board of Directors performance and matters incidental thereto, are detailed in the
Report on Corporate Governance.
18. BOARD COMMITTEES:
The Board has constituted six committees, viz., Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee, Risk Management Committee and the Committee of Directors-
Management. All the recommendations made by these Committees to the Board were accepted by
the Board. Details of committees, its composition, committee meetings held etc. are
provided in the Report on Corporate Governance.
19. AUDIT COMMITTEE:
The Audit Committee of the Board has been constituted in terms of Regulation 18 of the
Listing Regulations and Section 177 of the Act. The constitution and other relevant
details of the Audit Committee are given in the Section relating to Corporate Governance
Report forming a part of the Annual Report. All the recommendations made by the Audit
Committee were accepted by the Board of Directors.
20. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation ofthe Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration. The Remuneration Policy along with the criteria
for determining the qualification positive attributes, independence of a director is
available on the website of the Company viz: http://www.ikumar.com/content/
upload/l/policies-and-code-of-conduct/nomination- and-remuneration-policy.pdf.
the-appointment-of- person-as-director-and-evaluation-of-directors-and- senior
management-personnel.pdf
21. MEETINGS:
During the Financial Year, the Board met on seven occasions, the Audit Committee met on
four occasions, the Nomination and Remuneration Committee met on five occasions, the
Stakeholders Relationship Committee met on three occasions, Corporate Social
Responsibility Committee met on three occasions and Risk Management Committee met on two
occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was
within the limits prescribed by the Act and Listing Regulations, 2015. The details of the
meetings with respect to the Board and Committee meetings and attendance there at as
required under the Secretarial Standard-1 issued by the Institute of Company Secretaries
of India have been provided in the Corporate Governance Report forming part of this Annual
Report.
22. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief, your Directors ofthe Company make the
following statements in terms of Section 134(3)(c) and Section 134(5) ofthe Act.
i. In the preparation of the Annual Accounts, for the Financial Year ended March 31,
2023, the applicable Accounting Standards have been followed and there is no material
departure from the same;
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2023 and of the profit of the
Company for the financial year ended March 31, 2023;
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts for the year ended March 31, 2023 on a going
concern basis;
v. They had laid down Internal Financial Controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
24. RELATED PARTY TRANSACTIONS ("RPT") AND POLICY:
In line with the requirements of the Act and Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which is available on Company's website
and can be accessed at http:// www.ikumar.com/content/upload/l/policies-and-code-
ofconduct/policv-on-related-pa rtv-transactions.pdf
This Policy deals with the review and approval of related party transactions. The Board
of Directors of the Company has approved the criteria for giving the omnibus approval by
the Audit Committee within the overall framework of the Policy on Related Party
Transactions. Omnibus approval was obtained for Related Party Transactions which are of
repetitive nature and entered in the ordinary course of business and at an arm's length
basis.
Pursuant to Regulation 23(3) ofthe Listing Regulations and Rule 6A of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Audit Committee granted omnibus
approval to the transactions likely to be entered into by the Company with related parties
during the year which are of repetitive nature.
All RPTs entered into by the Company during the financial year were in accordance with
the Company's Policy on RPTs and in pursuance of approval granted by the Audit Committee.
Pursuant to Regulation 23 of the Listing Regulations, all Related Party Transactions were
placed before the Audit Committee on a quarterly basis for their review and approval.
There were no material Related Party Transactions entered into by the Company during the
Financial Year under review. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) and Section 188(1) of the Act in Form AOC-2 is not
applicable to your Company. The related party disclosures as specified in Para A of
Schedule V read with Regulation 34 (3) of the Listing Regulations are more particularly
given in the para (b) (c) (d) & (e) of note no. 33 to the Financial Statements which
sets out RPT disclosures pursuant to IND AS-24.Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the reports on related party transactions with the
Stock Exchanges. None of the KMPs or their relatives has any pecuniary relationships or
transactions vis-a-vis, the Company, other than their shareholding, if any, in the
Company.
25. DEPOSITS / LOAN FROM DIRECTOR:
During the year under review, the Company has not accepted any deposits from the public
within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of
Deposits Rules 2014). The Company has not taken or accepted any loan from Director/s of
the Company during the Financial Year under consideration.
26. RISK MANAGEMENT:
The Company has a comprehensive Risk Management framework that seeks to minimize
adverse impact on business objectives and ensure appropriate identification and treatment
of risks. The Company understands the risk evaluation and risk mitigation is an ongoing
process within the organization and is fully committed to identify and mitigate the risk
in the business. The identification of risks is done at strategic, business and
operational levels.
The Company has formulated and implemented a Risk Management policy which can be
accessed at http:// www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/i-kumar-risk-management-policv.pdf in accordance with the Listing
Regulations, to identify and monitor business risk and assist in measures to control and
mitigate such risks.
In accordance with the policy, the risk associated with the Company's business is
always reviewed and evaluated by the management team and placed before the Audit Committee
and the Risk Management Committee. The Committee and Board reviews these risks on a
periodical basis and ensures that mitigation plans are in place. The Committee and Board
is briefed about the identified risks and mitigation plans undertaken.
The Company through its Risk Management process aims to contain the risks within the
risk appetite. There are no risks which in the opinion of the Board threaten the existence
of the Company. To further endeavor, your Board constantly formulates strategies directed
at mitigating these risks which are implemented at the Executive Management level and a
regular update is provided to the Committee and the Board.
27. AUDITORS AND AUDIT REPORTS:
a) Statutory Auditors:
M/s. Todi Tulsyan & Co., Chartered Accountants (Firm Registration Number 002180C)
as Statutory Auditors of the Company. At the 22nd AGM held on September 21, 2021 the
members had approved re-appointment, to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the 27th AGM, to be held in 2026.
The Auditors' Report on the financial statements of the Company for the financial year
ended 31 March 2023 is enclosed with the financial statements, which forms part of this
Annual Report. Notes on financial statement referred to in the Auditor's Report are self
explanatory and do not call for any further comments.
The Auditor's Report on financial statements of the Company for the Financial Year
ended March 31, 2023, does not contain any qualification, reservation, adverse remark or
disclaimer and therefore, do not call for any further explanations or comments from the
Board under Section 134 (3) (c) (a) of the Act.
The Statutory Auditors have not reported any instance of fraud committed in the Company
by its Officers or Employees to the Audit Committee under section 143(12) of the Act,
details of which needs to be mentioned in this Report.
b) Secretarial Auditor and Audit Report:
Pursuant to the provisions of Section 204(1) of the Act, the Company has appointed M/s.
Dhrumil M. Shah & Co. LLP Practicing Company Secretaries, (FCS: 8021 and COP: 8978) to
undertake the Secretarial Audit of the records and documents of the Company for the
financial year ended March 31, 2023. For the Financial Year ended March 31, 2023 the
Secretarial Audit Report pursuant to the said Section and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014, as issued by Mr. Dhrumil M. Shah
(Partner) of M/s. Dhrumil M. Shah & Co. LLP, Practising Company Secretaries. (FCS 8021
and COP 8978) in Form MR-3 is annexed here to and forms part of this Report "Annexure-B".
The Secretarial Auditors' Report to the Members of the Company for the Financial Year
ended March 31, 2023 does not contain any qualification(s), reservation or adverse
observations.
On the recommendations of the Audit Committee, Board of Directors have appointed M/s.
Dhrumil Shah & Co., LLP, Practicing Company Secretaries, to conduct the secretarial
audit of the Company for Financial Year ended March 31, 2024. They have consented and
confirmed their eligibility for the said re appointment.
Annual Secretarial Compliance Report:
The Company has also undertaken an audit for the FY 2022 - 23 pursuant to SEBI Circular
No. CIR/ CFD/ CMO/l/27/2019 dated February 08, 2019 for all applicable compliances as per
the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued
thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the
Stock Exchanges.
c) Internal Auditors:
On the recommendation of the Audit Committee, the Board of Directors has appointed M/s.
B.N. Kedia & Co., Chartered Accountants, (ICAI Registration No. of the Firm : 01652N)
as Internal Auditors of the Company for the Financial Year 2022-23. M/s. B. N. Kedia &
Co., has conducted the Internal Audit of the Company. Internal Audit Report was presented
in the each Audit Committee Meeting and the Board of Directors. No instances of fraud,
suspected fraud, irregularity or failure of internal control systems of material nature
were reported by the internal auditors during the year.
M/s. B. N. Kedia & Co., has also consented to act as the Internal Auditor of the
Company for the Financial Year 2023-24.
d) Cost Records:
The Company maintains cost accounts and records as per the provisions of Section 148(1)
of the Act and the same are audited by the Cost Auditors. In accordance with Section
148(6) of the Act read with Rule 6(6) of the Companies (Cost Records and Audit) Rules,
2014, cost audit report, in Form No. CRA-4 (in XBRL mode), for the year ended March 31,
2022, was filed with the Ministry of Corporate Affairs, within the prescribed time.
In compliance with the provisions of Section 148 of the Act read with the Companies
(Audit and Auditors) Rules 2014, and based on the recommendation ofthe Audit Committee,
the Board of Directors of the Company has appointed M/s. Vaibhav Joshi & Associates.,
Cost & Management Accountants, (Membership Number: 15797) (Firm Registration Number:
101329) as the Cost Auditors of the Company for the FY 22-23 and FY 23-24, to conduct
audit of the cost accounts and records maintained by the Company to the extent applicable.
They have confirmed that their appointment is in accordance with the applicable
provisions of the Act and rules framed thereunder and that they are not disqualified to be
appointed as the Cost Auditors of the Company for the year ending March 31, 2024. In
accordance with the provisions of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration to be paid to the Cost Auditor for FY 2024 is
required to be ratified by the members. Accordingly, the Board of Directors recommends the
same for approval by members at the ensuing AGM. The proposal forms a part ofthe notice of
the AGM. During the year under review, the Statutory, Internal, Secretarial and Cost
Auditors have not reported to the Audit Committee, any instances of fraud committed
against the Company by its officers or employees, the details of which need to be
mentioned in the Directors' report.
28. REPORT ON CORPORATE GOVERNANCE:
Pursuant to the provisions of Chapter IV read with Schedule V ofthe Listing
Regulations, a separate section on Corporate Governance has been incorporated in the
Annual Report for the information of the members of the Company.
The Corporate Governance Report together with the Certificate on Corporate Governance
issued by Mr. Dhrumil M. Shah, (FCS: 8021 and COP: 8978) Practicing Company Secretaries,
Partner of M/s. Dhrumil M. Shah & Co. LLP confirming compliance with the conditions of
Corporate Governance as stipulated under Regulation 34 ofthe Listing Regulations, 2015.
29. ANNUAL RETURN:
In accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Amendment Rules, 2022, the Annual Return in Form MGT-7 and as referred in
Section 134(3)(a) of the Act for the financial year ended March 31, 2023 is available on
the website of the Company at http://www.ikumar.
com/annual-return/annual-return-2022-2023.
30. PARTICULARS OF EMPLOYEES:
The statement of disclosure of Remuneration under Section 197(12) of the Act read with
the Rule 5(1) and (3) ofthe Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Rules") as amended from time-to-time forms part of this
report and is appended as "Annexure - C" to this Report.
The information as per the provisions of the above Section of the Act read with Rule
5(2) and 5(3) of the Rules is provided in a separate Annexure forming part of this Report.
However, the Annual Report is being sent to the Members of the Company excluding the said
Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection
at the Registered Office of your Company, during working hours from Monday to Friday as
stipulated under Section 136 of the Act. The same will be made available to interested
members upon getting request.
31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the Company,
provisions regarding conservation of energy and technology read with Section 134(3)(m) of
the Act and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However,
the Company is committed to energy conservation at every stage of its operations. Various
steps have been taken to reduce consumption of electrical energy by monitoring the use of
equipment's, machinery etc. used in the construction. The Company is in tune with the
changing trends of the modern technology/ machinery to be used in its business.
32. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was Foreign Exchange revenue during the year under review. In respect of the
Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of
the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in below:
Particulars |
(Rs in Crores) |
Foreign Exchange Earnings |
11.76 |
Foreign Exchange Outgo |
82.66 |
33. SIGNIFICANT AND MATERIAL ORDERS:
There were no significant and material orders passed by any Regulators or Courts or
Tribunals during the Financial Year ended March 31, 2023, impacting the going concern
status of the Company and Companies operation in future.
34. LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and
the BSE Ltd. (BSE). The Company confirms that it has paid the Annual Listing Fees for the
FY 23-24 to NSE and BSE.
35. PREVENTION OF INSIDER TRADING:
Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating
the dissemination of Unpublished Price Sensitive Information and trading in securities by
Insiders, and the same can be accessed at www.ikumar.com/content/upload/l/code-
of-conduct-for-prohibition-of-insider-tradinq/ikil-code-
of-conduct-for-prohibition-of-insider-tradinq-.pdf
36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has constituted Internal Complaints Committee to redress the
complaints received regarding sexual harassment. The policy is uploaded on the Company's
website at www.ikumar.com/con ten t/upload/l/policies-and-
code-of-conduct/anti-sexual-harassment-policv
DISCLOSURES AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to provide a healthy environment to all employees that
enables them to work without the fear of prejudice and gender bias. Your Company has in
place a gender-neutral Prevention of Sexual Harassment Policy in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The same can be accessed at www.ikumar.com/content/
upload/l/policies-andcode-of-conduct/anti-sexual- harassment-policv
Your Company through this Policy has constituted a Committee and has established a
grievance procedure for protection against victimization.
During the year under review, no complaints were received by the Committee for
Redressal.
37. CHANGE IN CREDIT RATING AGENCY:
ICRA Limited has assigned the Company's Rating as ICRA A+/ Stable for fund based limits
and for Non Fund based limits and ICRA A1 for Commercial Paper. The detail Report on
rating is covered in Corporate Governance Report.
38. CHANGE IN THE NATURE OF BUSINESS (IF ANY):
There is no material change in the type of business the Company is carrying.
39. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF THE REPORT:
There were no reportable material changes or commitment, occurred between the end of
the Financial Year and the date of this report, which may have any effect on the financial
position of the Company.
40. ACKNOWLEDGMENT:
Your Directors take this opportunity to thankthe customers, vendors, supply chain
partners, employees, Financial Institutions, Banks, Central and State Government,
Regulatory Authorities, Stock Exchanges and all the various stakeholders for their
continued co-operation and support to the Company and look forward for the same in equal
measure in the coming years.
|
By the Order of the Board |
| Place: Mumbai |
Jagdishkumar M. Gupta |
| Date: May 23, 2023 |
Executive Chairman |