JMC Projects (India) Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present their report and financial statements of the
Company for the financial year ended 31 March, 2022.
Financial Results
The standalone financial highlights and performance of the Company for the financial
year ended 31 March, 2022 is given herein below.
(Rs in Crores)
Particulars |
For the year ended 31 March, 2022 |
For the year ended 31 March, 2021 |
Total Revenue |
5,385.9 |
3,715.5 |
Profit before Depreciation, Interest, Expected credit loss provision, Tax and
Exceptional items |
453.7 |
358.3 |
Less: Depreciation |
167.2 |
142.4 |
Interest |
120.4 |
113.8 |
Profit before Expected Credit Loss Provision, Tax and Exceptional items |
166.1 |
102.1 |
Expected Credit loss provision for loans and advances given to JV |
227.1 |
- |
Exceptional items |
153.5 |
- |
Tax Expenses |
(57.5) |
31.0 |
Profit for the period |
(157.0) |
71.1 |
Other Comprehensive Income (net of Tax) |
|
|
Items that will not be reclassified subsequently to Profit or loss |
0.1 |
0.8 |
Items that will be reclassified subsequently to Profit or Loss |
30.2 |
(11.7) |
Total Comprehensive Income for the period |
(126.7) |
60.2 |
Add: Surplus brought forward from previous year |
567.5 |
521.3 |
Profit available for Appropriation |
440.8 |
581.5 |
Appropriation: |
|
|
Dividends |
11.7 |
11.7 |
Transfer to General Reserve |
- |
2.2 |
Balance carried to Balance Sheet |
429.1 |
567.6 |
TOTAL |
440.8 |
581.5 |
Overview & State of the Company's Affairs Standalone Highlights: During the
year ended 31 March, 2022, your Company has achieved total Revenue (i.e. Revenue from
Operations & Other income) of Rs 5,385.9 crores as against Rs 3,715.5 crores for the
previous year ended 31 March, 2021. Your Company has achieved Profit / (loss) before tax
of ' (214.5) crores for the current year as against Rs 102.1 crores for the previous year
after making provision aggregating Rs 380.6 crores consisting impairment of Rs 153.5
crores and expected credit loss amounting to Rs 227.1 crores against the loans / advances
given to JV Company. Your Company has achieved Profit / (loss) after tax of ' (157.0)
crores for the current year as against Rs 71.1 crores for the previous year.
Consolidated Highlights: During the year ended 31 March, 2022, your Company's
Consolidated Revenue stood at Rs 5,565.0 crores as against Rs 3,871.7 crores for the
previous year ended 31 March, 2021. Your Company has achieved Profit / (loss) before tax
of ' (38.7) crores for the current year as against Rs 3.4 crores for the previous year on
consolidated basis. Your Company has achieved Profit / (loss) after tax of Rs 18.2 crores
for the current year as against ' (26.2) crores for the previous year on consolidated
basis.
There has been no change in the nature of business of your Company during the year
under review.
Dividend
In view of the Company's performance during the financial year under consideration,
your Directors are pleased to recommend a dividend of Rs 1/- per equity share of
face value of Rs 2/- each (previous year Rs 0.70 i.e. 35% per equity
share of Rs 2/- each) on 16,79,05,170 equity shares of the Company. The proposal is
subject to the approval of members in the ensuing Annual General Meeting. If approved, the
total outgo on account of the dividend on existing equity capital would be Rs 16.79
crores.
Dividend Distribution Policy
In terms of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing
Regulations'), your Company has adopted the Dividend Distribution Policy. The Policy is
available on Company's website at https://www.jmcprojects.com/investor/corporate
governance
Unpaid / Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of Rs 89,738/- of
unpaid / unclaimed dividend was transferred during the year to the Investor Education and
Protection Fund.
Appropriations
During the year under review, your Company has not transferred any amount to the
General Reserve and other appropriations out of profits as mentioned in note no. 12
of the standalone financial statements.
Share Capital
As on 31 March, 2022, the paid-up equity share capital of the Company stands at Rs
33,58,10,340/- comprising of 16,79,05,170 equity shares of Rs 2/- each fully
paid up. As on 31 March, 2022, 99.87% of the total paid- up capital of the Company stands
in the dematerialized form.
Non-Convertible Debentures & Credit Rating
During the year under review, your Company has issued and allotted 990 Nos. of 9.80%
Unsecured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value
of Rs 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of Rs
99,00,00,000/- (Rupees Ninety Nine crores Only) on private placement basis. The said
NCDs are listed on Wholesale Debt Market Segment of BSE Limited.
Further, the Company has fully utilized the proceeds of issue of said NCDs for the
purposes as mentioned in the offer document.
As on 31 March, 2022, the total outstanding NonConvertible Debentures (NCDs) issued and
allotted on private placement basis stands at Rs 319,00,00,000/- (Rupees Three
Hundred Nineteen crores Only) comprising of (a) 1,200 Nos. of 9.95% Secured, Rated,
Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/-
(Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 120,00,00,000/-
(Rupees One Hundred Twenty crores Only) (b) 1,000 Nos. of 9.80% Unsecured, Rated, Listed,
Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/-
(Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 100,00,00,000/-
(Rupees One Hundred crores Only) and (c) 990 Nos. of 9.80% Unsecured, Rated, Listed,
Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs 10,00,000/-
(Rupees Ten lakh Only) each, for an aggregate nominal value of Rs 99,00,00,000/-
(Rupees Ninety Nine crores Only). All above stated NCDs are listed on the Wholesale Debt
Market Segment of BSE Limited.
During the year under review, CARE Ratings has upgraded the rating/outlook as CARE
AA-/Stable (Double A minus/Outlook: Stable) to Long Term Bank Facilities &
Non-Convertible Debentures of the Company. Further, it has also upgraded the rating as
CARE A1+ (A One Plus) to Short Term Bank Facilities of the Company. India Ratings &
Research has affirmed the rating as IND AA- (Double A Minus)/ Outlook: Stable to Long Term
Bank Facilities & Non-Convertible Debentures and IND A1+ (A One Plus) to Short Term
Bank Facilities of the Company.
Review of Business Operations
During the year under review, the Company has received new contracts of more than Rs
10,000 crores including projects in Maldives, Ethiopia and Ghana. As of 31 March, 2022,
the aggregate value of orders in hand stands at approx. Rs 17,100/- crores.
The details of some of the major / prestigious contracts received during the year are
as follows:
Buildings & Factories:
Construction of one residential and one commercial project for Brigade Group at
Bengaluru.
Construction of a commercial project for Verde Commercial Real Estate at
Bengaluru.
Construction of a residential project for Puravankara Limited at Bengaluru.
Construction of a residential project for Bagmane Developers at Bengaluru.
Design and Construction work for a residential tower for Indis Appa Two Projects
Private Limited at Telangana.
Construction of a commercial project for Kukatpally Developers Private Limited
of Lakeshore Group at Hyderabad.
Construction of a residential project for Garden City Realty Private Limited and
Cybercity Developers at Vizag, Andhra Pradesh.
Construction of 3 downtown & service block at DLF Downtown, Taramani,
Chennai.
Construction of 2 residential project for Prestige Group at Ranga Reddy,
Telangana and Noida, Uttar Pradesh.
Construction of Vellor Institute of Technology Campus at Chennai.
Urban Infrastructure:
Design & Construction of 60 Km Expressway at Adama, Ethiopia.
Design & Construction of 83 Km Highway at ACCRA, Ghana.
Water:
Construction of Water and Sewerage Network at Maldives.
Construction of water supply infrastructutre for villages under Gorakhpur,
Meerut & Prayagraj districts of Uttar Pradesh under State Water and Sanitation Mission
(SWSM).
Construction of Mega Pumping Water Station (PWS) project for Cuttack District
and select blocks of Sundergarh District of Odisha under Rural Water Supply &
Sanitation (RWSS).
Construction of Piped Water Supply Projects at Gajapati & Kandhamal District
and Koraput District of Odisha under Rural Water Supply & Sanitation (RWSS).
Impact of second wave of COVID-19 Pandemic
In compliance with various directives issued by the State / Central authorities, your
Company suspended the operations at the project sites and shut the offices during the
first quarter of financial year 2021-22 with a view to safeguard the risks to the health
of the employees and workers of the Company. The site operations were resumed gradually
upon revocation of the restrictions imposed by the State / Central Governments.
Subsequently, the prices of primary materials such as Reinforcement Steel, Cement,
Aggregates, Sand, Structural Steel, Prestressing Strands, Plywood and Diesel increased
substantially, due to the demand- supply gap. The increase in material cost was not fully
compensated through the price adjustment mechanism in respective contracts, including on
account of the lag effect in indices.
In order to mitigate the impact of Covid-19 across multiple domains, the Company
deployed a cash flow driven execution strategy. The Company finally emerged from Covid-19
pandemic to achieve its highest ever Revenue in Q4 of financial year 2021-22 and ended the
financial year with a healthy positive cash flow from operating activities.
Years Ahead and Prospects
Your Company has been able to build up good order book in all segments and sectors in
domestic market. Your Company continues to work towards strengthening domestic order book
and improving the international order book going forward. The present order book and the
opportunities in the Indian Infrastructure space as well as International market gives
good visibility towards a sustainable and profitable growth going forward. Continuous
thrust on using latest technologies, digital platform and better processes would ensure
further improvement of margins going forward.
Your Company has set out the Goal for financial year 2024-25 in line with its Vision.
Your Company has consolidated its businesses under four Divisions as below:
1. Buildings & Factories
2. Water Supply
3. Infrastructure
4. International
Your Company recognises the importance of competitiveness in the business for
sustainable and profitable growth. Accordingly, the Company is committed to invest in
people, process and technology initiatives including digitalization and mechanization that
will improve productivity, increase utilization, reduce wastage and minimize cycle times
& turnaround times. The Company is committed to zero fatality in its journey towards
zero harm. The Company is committed to enhance its ESG compliance level to global
standards.
Scheme of Amalgamation of the Company with its Holding Company M/s. Kalpataru Power
Transmission Limited
Draft Scheme of Amalgamation of the Company with its Holding Company M/s. Kalpataru
Power Transmission Limited (KPTL') and their respective shareholders was approved by
the Board of Directors of the Company and KPTL on 19 February, 2022. The Scheme is subject
to receipt of necessary approvals from the Hon'ble National Company Law Tribunal, stock
exchanges, the Securities and Exchange Board of India, shareholders, creditors and such
other authorities, as may be required. The necessary application along with the requisite
documents including the draft Scheme of Amalgamation were submitted to the stock exchanges
pursuant to Regulation 37 of the Listing Regulations as amended from time to time. The
observation letter from the Stock Exchanges / SEBI is yet to be received by the Company.
Finance
During the year, your Company has invested Rs 140.4 crores as loan in Special
Purpose Vehicles (SPVs) incorporated for its Road Projects, which was funded through
internal accruals.
Total addition in the fixed assets was Rs 189.9 crores during the year, which
was funded through Rupee Term Loans and internal accruals. Your Company has sufficient
fund based & non-fund based limits to cater to its existing fund requirements.
Consolidated Financial Statements
In compliance with the Listing Regulations and Section 129 of the Companies Act, 2013
(hereinafter referred to as the Act'), the Consolidated Financial Statements which
have been prepared by the Company in accordance with the applicable provisions of the Act
and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.
Subsidiaries and Associate / JV Company
A statement containing the salient features of the performance and financial position
of the Subsidiaries, Associates / Jointly Controlled Entity as required under Rule 5 of
the Companies (Accounts) Rules, 2014 is provided in Form AOC-1 marked as Annexure 1 and
forms part of this report. The details of the Policy on determining Material Subsidiary of
the Company is available on Company's website at https://www.
jmcprojects.com/investor/corporate governance
The Annual Report of the Company containing the standalone and consolidated financial
statements has been disseminated on the website of the Company at www.jmcprojects.com.
Audited Annual Accounts of the Subsidiary Companies have also been placed on the said
website and are available for inspection by the members at the Registered Office as well
as Corporate Office of the Company. Members interested in obtaining copy of the Audited
Annual Accounts of the Subsidiary Companies may write to the Company Secretary at the
Company's Registered Office or Corporate Office address.
Kurukshetra Expressway Private Limited, a Joint Venture Company in which your Company
holds 49.57% equity stake has vide its letter dated 07 October, 2021 submitted Notice of
Termination of Concession Agreement to NHAI due to forcible suspension of toll collection
/ user fee on account of the farmer's agitation / protest with effect from 25 December,
2020. The event of forceful suspension of toll collection / user fee due to farmer's
agitation / protest amounts to Force Majeure Event of Concession Agreement.
The performance and financial position of the Company's Subsidiaries and Jointly
Controlled Entity are summarized herein below:
(Rs in Crores)
Name of the Company |
% share |
Total Income |
Profit / (Loss) for the year |
Share of Profit / (Loss) |
Brij Bhoomi Expressway Private Limited (CIN: U74900MH2010PTC261958) |
100 |
42.20 |
10.50 |
10.50 |
Wainganga Expressway Private Limited (CIN: U45203MH2011PTC264642) |
100 |
67.59 |
(53.44) |
(53.44) |
Vindhyachal Expressway Private Limited (CIN: U45203MH2012PTC271978) |
100 |
69.34 |
(6.49) |
(6.49) |
JMC Mining and Quarries Limited (CIN: U45201GJ1996PLC028732) |
100 |
|
(0.18) |
(0.18) |
Kurukshetra Expressway Private Limited (CIN: U45400HR2010PTC040303) |
49.57 |
18.32 |
(40.12) |
(19.89) |
Directors' Responsibility Statement
To the best of their knowledge and belief, Directors of the Company make the
following statements in terms of Section 134(3)(c) of the Act:
(a) in the preparation of the annual accounts for the financial year ended 31 March,
2022, the applicable accounting standards have been followed and there is no material
departure from the same;
(b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the loss of
the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts for the financial year ended 31 March, 2022
on a going concern basis;
(e) t hey have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Corporate Governance
In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a
detailed report on Corporate Governance is given as an Annexure and forms an integral part
of this Annual Report. A Certificate from the Practicing Company Secretary confirming
compliance of the conditions of Corporate Governance as stipulated under the Listing
Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and
CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also
annexed.
Management Discussion and Analysis
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate
section on Management Discussion and Analysis for the year ended 31 March, 2022 forms an
integral part of this Annual Report.
Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Shailendra Kumar Tripathi is liable to retire by rotation at the ensuing
Annual General Meeting (AGM). Mr. Shailendra Kumar Tripathi, being eligible offers himself
for re-appointment. Your Directors recommend his re-appointment as Director of the
Company. The brief resume of Mr. Shailendra Kumar Tripathi and other relevant details are
given in the notice of 36th AGM.
The Company has received necessary declaration from each Independent Director pursuant
to applicable provisions of the Act and the Listing Regulations as amended from time to
time.
Mr. Azad Shaw, Chief Financial Officer of the Company vide his letter dated 12 May,
2022 tendered his resignation to be effective from 30 May, 2022 after the close of
business hours. The Board of Directors placed on record its sincere appreciation for the
valuable contribution and guidance provided by Mr. Azad Shaw during his tenure with the
Company.
As on date, Mr. Shailendra Kumar Tripathi, CEO & Managing Director, Mr. Azad Shaw,
Chief Financial Officer and Mr. Samir Raval, Company Secretary are the KMP of the Company.
Details relating to remuneration of the Directors are mentioned in the Corporate
Governance Report.
Performance Evaluation
Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act
read with Listing Regulations, Annual Performance Evaluation of the Board, the Directors
as well as Committees of the Board has been carried out. The performance evaluation of all
the Directors and the Board as a whole was conducted based on the criteria and framework
adopted by the Board, details of which are provided in the Corporate Governance Report.
The properly defined and systematically structured questionnaire was prepared after having
considered various aspects and benchmarks of the Board's 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 Company's strategy, business model, operations, organization structure,
finance, risk management etc. It also seeks to update the Independent Directors with their
roles, rights, responsibilities, duties under the Act and other statutes.
The policy and details of familiarization programme imparted to the Independent
Directors of the Company is available at https://www.imcproiects.com/investor/ corporate
governance
Compliance with Secretarial Standards
The Company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
Meetings of the Board
During the year, the Board met 7 (seven) times, the details of which are provided in
the Corporate Governance Report.
Committees of the Board
The Board of Directors of your Company has constituted various Committees as follows:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate
Social Responsibility Committee Risk Management Committee Share Transfer Committee
Management Committee
The details with respect to the composition, powers, roles, terms of reference, number
of meetings held, attendance at the meetings etc. of Statutory Committees are given in
detail in the Corporate Governance Report.
Audit Committee
The Audit Committee of the Board has been constituted in terms of Listing Regulations
and Section 177 of the Act. The constitution and other relevant details of the Audit
Committee are given in the Corporate Governance Report. All the recommendations made by
the Audit Committee were accepted by the Board of Directors.
Statutory Auditors & Auditors' Report
Based on the recommendations of the Audit Committee and the Board, members of the
Company at the 35th AGM held on 14 July, 2021 have approved the re-appointment
of M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022)
as the Statutory Auditors of the Company for a period of five consecutive years i.e. till
the conclusion of 40th AGM to be held in the year 2026.
During the year, the Statutory Auditors had not reported any matter under Section
143(12) of the Act. Therefore, no detail is required to be disclosed under Section
134(3)(ca) of the Act.
The Auditor's Report on Standalone and Consolidated financial statements is a part of
this Annual Report. The Statutory Auditors of the Company has issued Audit Reports on the
Standalone and Consolidated Annual Financial Statement of the Company with unmodified
opinion. There were no qualifications, reservation or adverse remark or disclaimer made by
Statutory Auditor in their report on the Standalone Annual Financial Statement.
The explanations of your Board of Directors in relation to remarks appearing in para
(xxi) of Annexure A to Independent Auditor's Report under Companies (Auditor's Report)
Order, 2020 (CARO) issued by Statutory Auditors of the Company on consolidated financial
statements as a result of remarks by respective statutory auditors of Kurukshetra
Expressway Private Limited ("KEPL" or "Concessionaire"),
a joint venture of the Company and Wainganga Expressway Private Limited ("WEPL"),
a wholly owned subsidiary company, are as under:
Name of the Company |
Clause no. of CARO report of respective company |
Remarks appearing in respective Company's CARO report |
Explanation |
KEPL |
Clause (ix)(a) |
According to the information and explanations given to us and as per the books of
accounts and records examined by us, read with the fact that the project has been
terminated and there are no operations, in our opinion, the company has defaulted in the
repayment of loans and payment of interest thereon to its lenders as and when the same
were due and hence the facilities granted by the banks / NBFC have been classified as
Non-Performing Assets (NPA). The details w.r.t. the amount of borrowing and interest
overdue may be referred to at Note No. 11 of the accompanying financial statements. |
KEPL, a joint venture (49.57%) of the Company, served a notice of termination of
Concession Agreement ("CA") vide letter dated October 7, 2021 to the National
Highways Authority of India ("NHAI") on account of continuous disruption and
blockade of traffic at National Highway-71 due to farmer agitation with stoppage of toll
collection that resulted into cash losses. |
|
|
|
The provisions of Concession Agreement provide for termination where events which are
not in control of KEPL, and obliges NHAI paying KEPL for repayment of Debt Due along with
Adjusted Equity after necessary adjustments. However, pending receipt of final termination
payment from NHAI, KEPL could not pay the loan and interest to its lenders in October 2021
and consequently the outstanding amount of loan and interest was classified as NPA
(Non-performing asset) by the lenders. KEPL has received a copy of the letter dated
February 3, 2022 from an Independent Engineer ("IE") appointed by NHAI in which
the IE has sought to limit the amount payable (net of other deductions) as
"Termination Payment". KEPL do not agree to it. |
|
Clause (xvii) |
The company has incurred cash losses of Rs 3,857.11 Lacs & Rs 5,652.68 Lacs
respectively in the current as well as the immediately preceding previous year. |
|
|
Clause (xix) |
On the basis of the financial ratios, ageing and expected dates of realisation of
assets and payment of financial liabilities, other information accompanying the financial
statements and our knowledge of the Board of Directors and Management plans and based on
our examination |
|
|
|
|
Although, the Company and other promoter of KEPL have, jointly and severally given
shortfall undertakings' to the Senior |
|
|
of the evidence supporting the assumptions indicate that a material uncertainty exists
as on the date of the audit report indicating that the company may not be able to meet its
liabilities existing at the date of balance sheet as and when they fall due within a
period of one year from the balance sheet date. However, as represented to us, the company
is reasonably sure of receiving the amount of claims and shall be able to meet the
liabilities, though with some delay. |
Lenders in case there is any shortfall between amounts received from NHAI and that
payable by KEPL to its lenders, however, upon receipt of termination payment and other
claims filed against NHAI and based on management's assessment and legal advise, KEPL
believes that it will be able to meet its liabilities. |
|
|
|
The Company has made provision for impairment of its entire Equity investment in KEPL,
expected credit loss against the entire amount of loan given (including amount paid on
behalf of other promoter) to it and potential Shortfall, if any. |
|
|
|
The Company has made above provisions without prejudice to its and KEPL legal rights
and claims against NHAI and will continue to pursue these amounts against KEPL. Further,
it will seek KEPL to pursue their claims and termination payment against NHAI
notwithstanding the above recognition. |
WEPL |
Clause (ix)(a) |
According to the information and explanations given to us and as per the books of
accounts and records examined by us, in our opinion, the company has defaulted in the
repayment of loans and payment of interest thereon to its lenders as and when the same
were due, there were delay of 90 days during the year. As at the reporting date the
aggregate amount of default pertaining to interest and principal aggregated to Rs 772.80
Lacs and Rs 1,222.60 Lacs respectively for which the details may be referred to at Note
No. 9(a) of the accompanying financial statements. |
WEPL, a wholly owned subsidiary of the Company has been incurring losses due to
development of alternate routes, changes in rules /regulations/ policies by the Government
and NHAI. WEPL has initiated arbitration proceedings against NHAI as per the provisions of
the Concession Agreement (executed with NHAI) for losses suffered by it on account of
aforesaid reasons (including breach of contractual obligations) and sought reliefs in
relation to waiver of premium payment, compensation for future shortfall etc. As the
matter is currently sub- judice and losses suffered due to aforesaid reasons, there have
been delay in payments to lenders. Having said that, while there have been substantial
reduction in toll revenue due to traffic diversion to alternate routes, economic slowdown
etc., WEPL has been paying its debt obligations through its accruals which is further
supplemented by infusion of funds from internal accruals by the Company to maintain the
loan account of the lenders as Standard, as per the RBI Guidelines. |
Branch Audit
Members' approval is being sought vide item no. 5 of the notice, for authorizing the
Board of Directors (which term shall be deemed to include any Committee of the Board
constituted to exercise its powers, including the powers conferred by the Resolution at
item no. 5) to appoint Branch Auditors for the purpose of auditing the accounts of the
Branch Offices of the Company outside India.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act, M/s. Parikh & Associates,
Practicing Company Secretaries had been appointed to undertake the secretarial audit of
the Company for the financial year ended on 31 March, 2022. The Secretarial Audit Report
is annexed herewith as Annexure 2, which forms an integral part of this report. The said
report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year, the Secretarial Auditors had not reported any matter under Section
143(12) of the Act. Therefore, no detail is required to be disclosed under Section
134(3)(ca) of the Act.
Based on the recommendation of the Audit Committee, the Board of Directors of the
Company has appointed M/s. Parikh & Associates, Practicing Company Secretaries as the
Secretarial Auditors of the Company for the financial year ending 31 March, 2023. The
Company has received their written consent that the appointment is in accordance with the
applicable provisions of the Act and rules framed thereunder.
Cost Accounts and Cost Audit
In terms of Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014, it is stated that the cost accounts and records are made and maintained by the
Company as specified by the Central Government under sub-section (1) of Section 148 of the
Act.
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, your Company is required to appoint Cost Auditor for the
audit of cost records of the Company.
The Board of Directors of the Company, on the recommendation of the Audit Committee,
approved the appointment of and remuneration payable to M/s. K. G. Goyal & Associates,
Cost Accountants (Firm Registration No. 000024) and M/s. S. K. Sahu & Associates, Cost
Accountants (Firm Registration No. 100807) as the Cost Auditors of the Company to audit
the cost records for the financial year ending 31 March, 2023. The Company has received
their written consent stating that the appointment is in accordance with the applicable
provisions of the Act and rules framed thereunder. As per the statutory requirement, the
requisite resolutions for ratification of remuneration of the Cost Auditors by the members
of the Company has been set out in the Notice convening 36th AGM of the
Company.
During the year, the Cost Auditors had not reported any matter under Section 143(12) of
the Act. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the
Act.
Particulars of Loans, Guarantees and Investments
Your Company has extended the support to the financial needs of Wholly Owned
Subsidiaries, being the Special Purpose Vehicle formed for the road projects. Details of
loans, guarantees and investments are given in the note no. 34 to the standalone financial
statements.
Stock Options
Your Company does not have any stock options scheme.
Related Party Transactions
In line with the requirements of the Act and Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which is available on Company's website
at https://www.jmcprojects.com/ investor/corporate governance. This Policy deals with the
review and approval of related party transactions.
Omnibus approval was obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and at an arm's length basis.
Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were
placed before the Audit Committee on a quarterly basis for their review and approval.
There were no material related party transactions entered into by the Company during
the financial year under review. Accordingly, the disclosure of related party transactions
as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to your
Company.
The related party disclosures as specified in Para A of Schedule V read with Regulation
34(3) of the Listing Regulations are given in the Financial Statements.
Vigil Mechanism / Whistle Blower Policy
Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism for
Directors and employees to report genuine concerns regarding unethical behavior and
mismanagement, if any. The said mechanism also provides for strict confidentiality,
adequate safeguards against victimization of persons who use such mechanism and makes
provision for direct access to the Chairperson of the Audit Committee in appropriate
cases. No personnel have been denied access to the Audit Committee pertaining to the
Whistle Blower Policy.
The said Whistle Blower Policy has been disseminated on the Company's website at
https://www.jmcprojects. com/investor/corporate governance
Remuneration Policy
The Board of Directors have framed a Policy which lays down a framework in relation to
remuneration of Directors, KMP and other employees of the Company. The salient features of
this Policy is given in the Corporate Governance Report. The said Policy is available on
the Company's website at https://www.jmcprojects.com/ investor/corporate governance
Particulars of Employees
The statement of disclosure of Remuneration under Section 197(12) of the Act read with
the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (Rules') is appended as Annexure 3 to this Report.
The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Rules is provided in a separate annexure forming part of this Report.
However, the Annual Report is being sent to the Members of the Company excluding the said
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at
the Registered Office as well as Corporate Office of your Company. Any Member interested
in obtaining a copy of the said statement may write to the Company Secretary of the
Company.
Corporate Social Responsibility (CSR)
In accordance with the requirements of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended, your Company has
constituted a CSR Committee, which comprises of Mr. D. R. Mehta, Chairman, Mr. S. K.
Tripathi and Mr. Kamal Jain as its members. The Company has framed a CSR Policy in
compliance with the provisions of the Act and the same is placed on the Company's website
at https://www.jmcprojects.com/ investor/corporate governance
Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been annexed to this Report as Annexure 4 which
forms an integral part of this report.
Extract of Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the extract of
the annual return in Form MGT-9 for the financial year ended 31 March, 2022 is available
on the website of the Company at https://www.jmcprojects.com/investor/financials
Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo
Your Company gives significant emphasis on improvement in methods and processes in its
areas of Construction and Operations. Your Company focuses on Research & Development
across various functions in the Organization. The primary focus of research is to
continually refine the frequently used systems at our project sites to derive
optimization, reduction in breakdowns, improve effectiveness and efficiency of use. All
the above leads to get a competitive edge for any project.
Some of the new initiatives implemented during the year includes:
1. Saving power requirements for construction works through increased use of solar
power systems, energy efficient equipment, power saving devices and loT solutions;
2. Saving fuel requirements for construction works through deployment of fuel
management devices in plant and machinery, fuel catalysts and loT solutions;
3. Saving water requirements for construction works through discharge control,
filtrations, treatment and reuse for construction purposes.
The Company has undertaken the following initiatives for overall efficiency
improvement:
Raising productivity of employees, through structured manning norms, with the
support of PwC and
Developing the JMC Control Tower, a web and mobile app for its project site
teams.
Your Company has tied up with specialized Vendors and Joint Venture partners for
complex EPC projects such as the Steel Plant in Aurangabad and the mega Irrigation Project
in Jhabua. The Company is committed to absorb the technology needed for sustainable
business operations in these areas going forward.
The information as required under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 for the financial year ended 31 March, 2022 with respect
to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo has been annexed to this Report as Annexure 5 which forms an integral part of this
report.
Business Responsibility Report
As stipulated under the Listing Regulations, the Business Responsibility Report
describing the initiatives taken by the Company from an environmental, social and
governance perspective has been annexed to this Report as Annexure 6 which forms an
integral part of this report.
Public Deposits
During the year under review, your Company has not accepted any public deposits under
Chapter V of the Act.
Risk Management
Your Company has constituted Risk Management Committee as per the statutory
requirement. The Risk Management Committee identifies the risks at both enterprise level
and at project level.
The Company has formulated a Risk Management Policy and has in place a mechanism to
inform the Board Members about risk assessment. The risk assessment includes review of
strategic risks of the group at the domestic and international level, including Sectoral
developments, risk related to market, financial, geographical, political and reputational
issues, Environment, Social and Governance (ESG) risks, cyber security and risk
minimization initiatives. The Committee periodically reviews the risk to ensure that
executive management controls risk by means of a properly designed framework.
More details in respect to the risk management are given in the Management Discussion
and Analysis Report forming part of this Annual Report.
Internal Financial Control and its Adequacy
Your Company has in place policies and procedures for ensuring the orderly and
efficient conduct of its business which includes adherence to the 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 etc. Internal Financial Controls being an integral part of the risk management
process takes care of financial risks and its reporting risks.
As a part of an internal process, the effectiveness of internal financial controls is
being observed and obtained by way of management reviews, continuous monitoring by
functional experts and testing of the internal financial control systems by the internal
auditors during the internal audit process. Your Company's internal financial controls are
designed effectively considering the nature of the industry it belongs and it is operating
as anticipated.
More details in respect to internal control system and its adequacy are given in the
Management Discussion and Analysis Report forming part of this Annual Report.
Human Resource Management
Your Company has endeavoured, as always, to give due importance to its people resources
and in supporting business through acquisition of right talent from the market and
all-round development of the existing talent. Your Company has built a strong workforce of
dedicated and motivated human resources by focusing on manpower development through
upskilling and re-skilling of the workforce in this dynamic business environment,
developing an internal leadership pipeline through development programs organized by
leading management institutes, coaching of key personnel, strengthening communication
internally across the organization as well as externally on social media and through
several other people initiatives.
During the year, your Company has enrolled hundreds of apprentices under National
Apprenticeship Promotion Scheme (NAPS) and is continuously providing them with inputs to
develop their technical skills and to meet organization needs. Your Company has maintained
its focus on measures to safeguard the health and wellbeing of its human resources by
undertaking continuous health-check drives and immunization drives across all locations to
combat Covid-19. The people resources continue to excel in their personal journey and to
strengthen your Company in meeting the current as well as future challenges in the
industry.
Quality, Health & Safety Management System
Your Company has an established Integrated Management System comprising Quality
Management System (QMS) confirming to ISO 9001:2015, Environmental Management System (EMS)
conforming to ISO 14001:2015 and Occupational Health & Safety Management System
(OHSMS) conforming to ISO 45001:2018 at all offices and projects. During the year under
review, TUV-SUD Asia Pacific (TUV-SUD Group) has audited the Company's Management System
and confirmed compliance to the requirement of the International Standards.
Your Company is adequately maintaining the system to ensure customer satisfaction,
process driven working, quality of products and services, protection of environment,
safeguarding the occupational health, safety of all employees and compliance to applicable
legal and other non-regulatory requirements pertaining to environment, health and safety
along with continual improvements to the system.
During the year under review, your Company took extra precautions to safeguard its
employees, workmen and other personnel at the project sites from the adverse impact of
Covid-19 Pandemic.
Your Company has been consistently adopting best construction practices, latest
technology equipment and
IT software with uncompromising Quality, Environment, Health and Safety standards which
are appreciated by our clients / associates and Govt. bodies through awards /
accreditations in the recent past i.e. National Safety Council Awards, CIDC Vishwa Karma
Awards for Best Construction Project and EHS, Global HR Excellence Award in training and
development and Innovative retention strategy, Gold Award from RoSPA (UK), British Safety
Council Merit Certificate International Award and OHSAI 4Star Award.
Your Company has put in considerable efforts in Training workmen and Staff, Knowledge
sharing by arranging seminars from IIT professors, Quality Council of India, CIDC, Eminent
Industry experts / Product Specialists. Your Company as an Industry Expert has also taken
Seminars of relevant topics for Indian Concrete Institute, NHAI, Engineering colleges and
others for skill upgradation.
Your Company has overall secured a very high Customer Satisfaction score in its annual
QMS feedbacks and has followed a very efficient and professional process for continual
improvements.
Other Disclosures and Information
a) Significant and Material Orders passed by the Authority
There are no significant or material orders passed by the Regulators or Courts or
Tribunals which impacts the going concern status of the Company and its future operations.
b) Sexual Harassment of Women at workplace
Your Company has adopted a Policy under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. There was no complaint about sexual harassment during the year under review.
c) Material Changes and Commitments affecting financial position
There are no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year under review and the
date of this report.
Appreciation
Your Company has been able to perform better with the continuous improvement in all
functions and areas which coupled with an efficient utilization of the Company's resources
led to sustainable growth of the Organization. Your Directors expresses their deep sense
of appreciation and extend their sincere thanks to every employee and associates for their
dedicated and sustained contribution and they look forward the continuance of the same in
future.
Acknowledgement
Your Directors wish to place on record their appreciation for the continuous
assistance, support and co-operation received from all the stakeholders viz. financial
institutions, banks, governments, authorities, shareholders, clients, suppliers, customers
and associates.
For and on behalf of the Board of Directors |
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Shailendra Kumar Tripathi CEO & Managing Director |
Date: 12 May, 2022 |
Manish Mohnot Non-Executive Director |
Place: Mumbai |
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