J. KUMAR INFRAPROJECTS LIMITED

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5 BOARD OF DIRECTORS Directors AUDIT COMMITTEE Chairman Members STAKE HOLDERS RELATIONSHIP COMMITTEE Chairman Members NOMINATION AND REMUNERATION COMMITTEE Chairman Members CHIEF FINANCIAL OFFICER COMPANY SECRETARY AUDITORS BANKERS REGISTERED OFFICE CIN No. L74210MH1999PLC Mr. Jagdishkumar M. Gupta (Executive Chairman) Mrs. Kusum J. Gupta (Director) Mr. Kamal J. Gupta (Managing Director) Mr. Nalin J. Gupta (Managing Director) Mr. P. P. Vora (Independent Director) Dr. R. Srinivasan (Independent Director) Mr. Ashwani Kumar (Independent Director) Mr. A.S. Chaa (Independent Director) Dr. R. Srinivasan Mr. P. P. Vora Mr. Jagdishkumar M. Gupta Mr. A.S. Chaa Mr. Ashwani Kumar Mr. Kamal J. Gupta Mr. Nalin J. Gupta Dr. R. Srinivasan Mr. P. P. Vora Mr. Ashwani Kumar Mr. A. S. Chaa Mr. Arvind Gupta Mrs. Poornima Reddy Gupta Saharia & Co. Chartered Accountants Bank of India, Allahabad Bank, Yes Bank, Standard Chartered Bank, Bank of Baroda, Punjab National Bank, HDFC Bank, RBL Bank Limited, Union Bank of India, Bank of Maharashtra, Vijaya Bank, Dena Bank, Federal Bank, Axis Bank, 16-A, Andheri Indurial Eate, Veera Desai Road, Andheri (We), Mumbai Tel: (91-22) Fax: (91-22) Website: REGISTRAR & SHARE TRANSFER AGENT [2] Karvy Computershare Private Ltd.

6 NOTICE Notice is hereby given at e SEVENTEENTH ANNUAL GENERAL MEETING OF J. KUMAR INFRAPROJECTS LIMITED will be held at GMS Community Hall, Sitladevi Complex, 1 Floor, D.N. Nagar, Opp Indian Oil Nagar on link Road, Andheri (W), Mumbai , Maharashtra on Tuesday, 20 September, 2016 at a.m. to transact e following business: Ordinary Business: 1. To receive, consider and adopt e Audited Balance Sheet as at 31 March, 2016 and Statement of Profit and Loss for e year ended on at date and e Reports of e Directors and Auditors ereon. 2. To declare dividend on equity shares of e Company. 3. To consider and, if ought fit, to pass, wi or wiout modification(s), e following as an Ordinary Resolution: RESOLVED THAT Mr. Nalin J Gupta (DIN: ), a Director liable to retire by rotation, who retires by rotation at is Annual General meeting and being eligible has offered himself for re-appointment. 4. To appoint Auditors and to fix eir remuneration and in is regard to consider and, if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary resolution: RESOLVED THAT pursuant to e provisions of Sections 139, 142 and oer applicable provisions, if any, of e Companies Act, 2013, M/s. Gupta Saharia & Co, Chartered Accountants, bearing regiration number of e firm W be and are hereby re-appointed as e Statutory Auditors of e Company to hold office from e conclusion of is Annual General Meeting till e conclusion of e next Annual General Meeting at a remuneration to be decided by e Board of Directors in consultation wi e Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by em for e purpose of audit. SPECIAL BUSINESS: 5. To approve e remuneration of e Co Auditors for e "financial year ending March 31, 2017 and in is regard to consider and if ought, to pass, wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 148 and all oer applicable provisions of e Companies Act, 2013 and e Companies (Audit and Auditors) Rules, 2014 (including any atutory modification(s) or re-enactment ereof, for e time being in force), M/s Kirit Mehta & Co Co Auditors appointed by e Board of Directors of e Company, to conduct e audit of e co records of e Company for e "financial year ending March 31, 2017, be paid e remuneration of ` 8,00,000/- excluding taxes; RESOLVED FURTHER THAT e Board of Directors of e Company be and is hereby auorised to do all acts and take all such eps as may be necessary, proper or expedient to give effect to is resolution. 6. To appoint Joint Statutory Auditors and to fix eir remuneration and in is regard to consider and, if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary resolution: RESOLVED THAT pursuant to e provisions of Sections 139, 142 and oer applicable provisions, if any, of e Companies Act, 2013, M/s. Todi Tulsyan & Co, Chartered Accountants, bearing regiration number of e firm C be and are hereby appointed as e Joint Statutory Auditors in addition to exiing Statutory Auditor i.e M/s Gupta Saharia & Co., Chartered Accountants of e Company to hold office from e conclusion of is Annual General Meeting till e conclusion of e next Annual General Meeting at a remuneration to be decided by e Board of Directors in consultation wi e Joint Statutory Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by em for e purpose of audit. 7. To consider and, if ought fit, to pass wi or wiout modification(s), e following resolutions as Special Resolution: RESOLVED THAT pursuant to e provisions of Section 180(1)(c) of e Companies Act, 2013 and all oer applicable provisions, if any, of e Companies Act, 2013 (including any atutory modification(s) or reenactment(s) ereof, for e time being in force) and e Articles of Association of e Company, and in supersession of all earlier resolutions passed in terms of Section 180(1)(c) of e Companies Act, 2013, consent of e Company be and is hereby accorded to e Board of Directors of e Company (hereinafter referred to as e Board which term shall be deemed to include any committee ereof) to borrow any sum or sum of monies from time to time, in any form including but not limited to by way of loans, including inter corporate deposits(s), credit facilities, by issue of debentures (redeemable or oerwise) or bonds or in form of guarantee, or in any oer form, on such terms and conditions as e Board may deem fit, in bo domeic and foreign currency, [3] J. KUMAR INFRAPROJECTS LIMITED

7 from banks, financial initutions, and oer sources for e purpose of financing working capital requirements as also for acquisition of capital assets and / or for e purpose of any oer requirements of e Company bo for capital and revenue in nature, notwianding at e money or monies to be borrowed togeer wi monies already borrowed by e Company (apart from temporary loans obtained or to be obtained from e bankers in e ordinary course of business) shall not exceed at any point of time a sum aggregating to ` 5,500 Crores (Rupees Five Thousand Five Hundred Crores Only), excluding any intere on such borrowings and such borrowings will exceed e aggregate of e paid up capital of e Company and its free reserves, at is to say, reserves not set apart for any specific purpose. RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board be and is hereby auorised to approve, finalise, modify, settle and execute such documents / deeds /writings / papers / agreements as may be considered necessary or desirable by e Board and to do all such acts, deeds and ings, as it may in its absolute discretion deem necessary or desirable. 8. To consider and, if ought fit, to pass wi or wiout modification(s), e following resolutions as Special Resolution: RESOLVED THAT pursuant to e provisions of Section 180(1)(a) of e Companies Act, 2013 and all oer applicable provisions, if any, of e Companies Act, 2013, consent of e Company be and is hereby accorded to e Board of Directors of e Company (hereinafter referred to as e Board which term shall be deemed to include any committee ereof) to create such charges and/or mortgages and hypoecations in addition to e exiing charges, mortgages and hypoecations created by e Company on such terms and conditions and at such times and in such form and manner and wi such ranking as to priority as e Board may ink fit, on any of e Company s moveable / immoveable properties and/ or assets, wheresoever situated, bo present and future comprised in any undertaking or undertakings of e Company, as e case may be, in favour of e Lenders viz. Financial/Invement Initutions, Banks and Truees for e holders of debentures/bonds/oer debt inruments to secure e repayment of loans/borrowings sanctioned and/ or to be sanctioned by em from time to time, in foreign currency and / or rupee currency and / or by way of debt inruments issued / to be issued by e Company, for a sum not exceeding ` 5,500 Crores (Rupees Five Thousand Five Hundred Crores Only) in aggregate at any time as per e approval of e shareholders under Section 180(1)(c) of e Companies Act,2013. RESOLVED FURTHER THAT e Board be and is hereby auorised to finalise wi e Lenders agreements and oer documents, if any, necessary for creating e mortgage(s) and/or charge(s), hypoecation(s) as aforesaid, and do all such acts, deeds and ings and to execute all such documents, deeds and inruments in writing as may be required, incidental and/or expedient for giving effect to is resolution and to resolve any queion relating ereto, or oerwise considered by e Board to be in e be intere of e Company. By Order of e Board For J. Kumar Infraprojects Limited Date: 2 nd Augu, 2016 Poornima Reddy Place: Mumbai Company Secretary NOTES FORMING PART OF THE NOTICE I. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. HOWEVER, A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. II A form of proxy is enclosed to is notice. No inrument of proxy shall be valid unless: i) it is signed by e member or by his/her attorney duly auorised in writing or, in e case of joint holders, it is signed by e member fir named in e regier of members or his/her attorney duly auorised in writing or, in e case of body corporate, it is executed under its common seal, if any, or signed by its attorney duly auorised in writing; provided at an inrument of proxy shall be sufficiently signed by any member, who for any reason is unable to write his/her name, if his/her umb impression is affixed ereto, and atteed by a judge, magirate, regirar or sub-regirar of assurances or oer government gazetted officers or any officer of a Nationalised Bank. ii) It is duly amped and deposited at e Regiered Office of e Company not less an 48 hours before e time fixed for e meeting, togeer wi e power of attorney or oer auority (if any), under which it is signed or copy of at power of attorney certified by a notary public or a magirate unless such a power of attorney or e oer auority is previously deposited and regiered wi e Company/ Regirar and share Transfer Agent. [4]

8 III IV Corporate members intending to send eir auorised representatives to attend e Meeting are requeed to send to e Company a certified copy of e Board Resolution auorising eir representative to attend and vote on eir behalf at e Meeting. Pursuant to e Regulation 36(3) of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015, e details of Directors proposed to be appointed/re-appointed are : Shri Nalin J Gupta Shri. Nalin J. Gupta, 40 years, is a commerce graduate and a member of Indian Initution of Bridge Engineers. He is associated wi us since 1997 and carries wi him an experience of over 19 years. He is inrumental in conruction work related to roads and its widening, conruction of subway, tunnel work, flyovers and rail over bridges among oers. He has played a vital role in guiding our company in setting and developing e piling business. Details of Shares held by Shri Nalin J Gupta in J. Kumar Infraprojects Ltd No. of Shares 28,14,000 equity shares of ` 5/- each Details of oer Directorships/Committee memberships held by him in oer lied companies: NIL V. The Regier of Members and Share transfer Books of e Company will remain closed from Wednesday 14 September 2016 to Tuesday 20 September 2016 (Bo days inclusive). VI. VII. VIII. IX. Dividend as recommended by e Directors, if declared at e Annual General Meeting will be paid after Tuesday 20 September 2016, to e members whose names appear in e Company s Regier of Members as on Tuesday 20 September, 2016 (In respect of shares held in physical form) and to ose deemed members whose names appear in e atement of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as of e close of Business hours of Tuesday 13 September, 2016 (in respect of shares held in electronic form). Members desirous of obtaining any information concerning e accounts and operations of e Company are reque to e address eir queions in writing to e Company Secretary at lea seven days before e date of e meeting, so at e information required may be made available at e Meeting. Members are requeed to bring eir attendance slip and copy of e Annual Report to e Meeting. Members holding shares in physical form are requeed to notify /send e following to e Company s Regirar and Share Transfer Agent to facilitate better service: (i) (ii) Any change in eir address/mandate/bank details. Particulars of eir bank account, for printing on e dividend warrants (to help prevent fraudulent encashment ), in case e same have not been sent earlier, and (iii) Share certificate(s) held in multiple accounts in identical names or joint accounts in e same order of names for consolidation of such shareholdings into one account. X. Members holding shares in electronic form are advised at address/ bank details as furnished to e Company by e respective depositories, viz. NSDL and CDSL, will be printed on e dividend warrants. Members are requeed to inform eir respective Depository Participants of any change in address, bank details etc. XI. XII. Members holding shares in physical form and desirous of making a nomination in respect of eir shareholding in e Company, as provided under section 190A of e Companies Act, 1956, are requeed to submit e details to e Company s Regirar and Share Transfer Agent. Members, who have not enchased e dividend warrants for e financial year , , , , , and are requeed to write forwi to e Company s Share Transfer Agent giving necessary details. Karvy Computershare Pvt. Ltd. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial Dirict, Nanakramguda, Hyderabad P : srinivas.b@karvy.com / [5]

9 Members are requeed to quote eir folio numbers /DPID and Client ID numbers in all correspondence wi e Company and e Regirar and Share Transfer Agent. XIII. XIV. XV. XVI. Pursuant to e SEBI Circular No. MIRDS/DPS III/Cir -01/07 dated January 22, 2007; e Company has designated an exclusive ID viz inveor.grievances@jkumar.com on which e inveors would be able to regier eir complaints, if any. Electronic copy of e Annual Report for is being sent to all e members whose IDs are regiered wi e Company/Depository Participants(s) for communication purposes unless any member has requeed for a hard copy of e same. For members who have not regiered eir address, physical copies of e Annual Report for is being sent in e permitted mode. Electronic copy of e Notice of e 17 Annual General Meeting of e Company inter alia indicating e process and manner of e-voting along wi Attendance Slip and Proxy Form is being sent to all e members whose IDs are regiered wi e Company/Depository Participant(s) for communication purposes unless any member has requeed for a hard copy of e same. For members who have not regiered eir address, physical copies of e Notice of e 17 Annual General Meeting of e Company inter alia indicating e process and manner of e-voting along wi Attendance Slip and Proxy Form is being sent in e permitted mode. Members may also note at e 17 Annual general Meeting and e Annual Report for will also be available on e Company s website for eir download. The physical copies of e aforesaid documents will also be available at e Company s regiered office in Mumbai for inspection during normal business hours on working days. Even after regiering for e-communication, members are entitled to receive such communication in physical form, upon making a reque for e same, by po free of co. For any communication, e shareholders may also send reques to e Companys inveor id : inveor.grievances@jkumar.com. XVII. Voting rough electronic means: 1. In compliance wi provisions of Section 108 of e Companies Act, 2013, Rules 20 of e Companies (Management and Adminiration) Rules, 2014 and Regulation 44 of e SEBI (Liing Obligations and Disclosure Requirements) regulations 2015, e Company is pleased to provide e members e facility to exercise eir right to vote on resolutions proposed to be considered at e Annual General Meeting (AGM) by electronic means and e business may be transacted rough e-voting Services. The facility of caing e votes by e members using an electronic voting syem from a place oer an venue of e AGM ( remote e-voting ) will be provided by Karvy Computer Share Private limited. The facility for voting rough ballot paper shall be made available at e AGM and e members attending e meeting who have not ca eir vote by remote e-voting shall be able to exercise eir right at e meeting rough ballot paper. The members who have ca eir vote by remote e-voting prior to e AGM may also attend e AGM but shall not be entitled to ca eir vote again. 2. The remote e-voting period commences on 17 September, 2016 (9:00 am) and ends on 19 September 2016 (5:00 pm). During is period members of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of 13 September 2016, may ca eir vote by remote e-voting. The remote e-voting module shall be disabled by Karvy Computer share private Limited for voting ereafter. Once e vote on a resolution is ca by e member, e member shall not be allowed to change it subsequently PROCEDURE AND INSTRUCTIONS FOR e-voting & INSTAPOLL (A) In case a Member receives an from Karvy [for Members whose IDs are regiered wi e Company/Depository Participants (s)]: i. Launch internet browser by typing e URL: ii. iii. iv. Enter e login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already regiered wi Karvy for e-voting, you can use your exiing User ID and password for caing your vote. After entering ese details appropriately, click on LOGIN. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters wi at lea one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The syem will prompt you to change your password and update your contact details like mobile number, ID etc. on fir login. You may also enter a secret queion and answer of your choice to retrieve your password in case you forget it. It is rongly recommended at you do not share your password wi any oer person and at you take utmocare to keep your password confidential. [6]

10 v. You need to login again wi e new credentials. vi. vii. On successful login, e syem will prompt you to select e EVENT i.e., Name of e Company On e voting page, enter e number of shares (which represents e number of votes) as on e Cut-off Date under FOR/AGAINST or alternatively, you may partially enter any number in FOR and partially AGAINST but e total number in FOR/AGAINST taken togeer shall not exceed your total shareholding as mentioned herein above. You may also choose e option ABSTAIN. If e Member does not indicate eier FOR or AGAINST it will be treated as ABSTAIN and e shares held will not be counted under eier head. viii. Members holding multiple folios/demat accounts shall choose e voting process separately for each folio/demat accounts. ix. Voting has to be done for each item of e notice separately. In case you do not desire to ca your vote on any specific item, it will be treated as abained. x. You may en ca your vote by selecting an appropriate option and click on Submit. xi. xii. A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you have voted on e resolution (s), you will not be allowed to modify your vote. During e voting period, Members can login any number of times till ey have voted on e Resolution(s). Corporate/Initutional Members (i.e. oer an Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of e Board Resolution/Auority Letter etc., togeer wi atteed specimen signature(s) of e duly auorised representative(s), to e Scrutinizer at ram.devata@gmail.com wi a copy marked to evoting@karvy.com. The scanned image of e above mentioned documents should be in e naming format Corporate Name_Event No. (B) In case of Members receiving physical copy of Notice [for Members whose IDs are not regiered wi e Company/Depository Participants (s)]: i. E-Voting Event Number XXXX (EVEN), User ID and Password is provided in e Attendance Slip. ii. Please follow all eps from Sl. No. (i) to (xii) above to ca your vote by electronic means. Voting at AGM: The Members, who have not ca eir vote rough Remote e-voting can exercise eir voting rights at e AGM. The Company will make necessary arrangements in is regard at e AGM Venue. The facility for voting rough ballot shall be made available at e Meeting. Members who have already ca eir votes by Remote e-voting are eligible to attend e Meeting; however ose Members are not entitled to ca eir vote again in e Meeting. A Member can opt for only single mode of voting i.e. rough Remote e-voting or voting at e AGM. If a Member cas votes by bo modes en voting done rough Remote e-voting shall prevail and vote at e AGM shall be treated as invalid. OTHER INSTRUCTIONS a. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to e Help & Frequently Asked Queions (FAQs) and E-voting user manual available at e download section of (Karvy Website) or contact B Srinivas (Unit: J. Kumar Infraprojects Limited ) of Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial Dirict, Nanakramguda, Hyderabad or at evoting@karvy.com or phone no or call Karvy s toll free No for any furer clarifications. b. You can also update your mobile number and id in e user profile details of e folio which may be used for sending future communication(s). c. The remote e-voting period commences on 17 September, 2016 (9:00 am) and ends on 19 September 2016 (5:00 pm). During is period, Members of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of 13 September 2016 may ca eir votes electronically. A person who is not a Member as on e cut-off date should treat is Notice for information purposes only. The remote e-voting module shall be disabled for voting ereafter. Once e vote on a resolution(s) is ca by e Member, e Member shall not be allowed to change it subsequently. [7]

11 d. The voting rights of Members shall be in proportion to eir share of e paid up equity share capital of e Company as on e cut-off date i.e. 13 September e. In case a person has become a Member of e Company after dispatch of AGM Notice but on or before e cut-off date for E-voting i.e., 13 September 2016, he/she may obtain e User ID and Password in e manner as mentioned below : i. If e mobile number of e member is regiered again Folio No./ DP ID Client ID, e member may sendsms: MYEPWD <space> E-Voting Event Number+Folio No. or DP ID Client ID to Example for NSDL: MYEPWD <SPACE> In Example for CDSL: MYEPWD <SPACE> Example for Physical: MYEPWD <SPACE> XXXX ii. If address or mobile number of e member is regiered again Folio No. / DP ID Client ID, en on e home page of e member may click Forgot Password and enter Folio No. or DP ID Client ID and PAN to generate a password. iii. Member may call Karvy s toll free number iv. Member may send an reque to evoting@karvy.com. However, Karvy shall endeavour to send User ID and Password to ose new Members whose mail ids are available. XVIII. A member may participate in e AGM even after exercising his right to vote rough remote e-voting but shall not be allowed to vote again at e AGM. A person, whose name is recorded in e regier of members or in e regier of beneficial owners maintained by e depositories as on e cut-off date only shall be entitled to avail wi e facility of remote e-voting or voting at e AGM rough ballot paper. XIX. XX. XXI. Mr. D.S. M. Ram Practicing Company Secretary (Membership No. ACS and Certificate of Practice No. 4239) has been appointed as e Scrutinizer for providing facility to e members of e Company to scrutinize e voting and remote e-voting process in a fair and transparent manner. The Chairman shall, at e AGM, at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assiance of e Scrutinizer, by use of Ballot Paper for all ose members who are present at e AGM but have not ca eir votes by availing e remote e-voting facility. The Scrutinizer shall after e conclusion of voting at e general meeting, will fir count e votes ca at e meeting and ereafter unblock e votes ca rough remote e-voting in e presence of at lea two witnesses not in e employment of e Company and shall make, not later an ree days of e conclusion of e AGM, a consolidated Scrutinizer s Report of e total votes ca in favour or again, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. The Results declared along wi e report of e Scrutinizer shall be placed on e website of e Company and on e website of Karvy immediately after e declaration of result by e Chairman or a person auorized by him in writing. The results shall also be immediately forwarded to e BSE Limited and National Stock Exchange of India Limited. XXII. All documents referred to in e accompanying Notice and e Explanatory Statement shall be open for inspection at e Regiered Office of e Company during normal business hours (9.00 am to 5.00 pm) on all working days except Saturdays, up to and including e date of e Annual General Meeting of e Company. [8]

12 EXPLANATORY STATEMENT: Pursuant to Section 102 of Companies Act 2013 read wi Companies (Management and Adminiration) Rules, 2014:- Item No 5: The Board, on e recommendation of e Audit Committee, has approved e appointment and remuneration of e M/s Kirit Mehta & Co. Co Auditors to conduct e audit of e co records of e Company for e "financial year ending March 31, 2017 In accordance wi e provisions of Section 148 of e Act read wi e Companies (Audit and Auditors) Rules, 2014, e remuneration payable to e Co Auditors has to be ratified by e shareholders of e Company. Accordingly, consent of e members is sought for passing an Ordinary Resolution as set out at Item No. 5 of e Notice for ratification of e remuneration payable to e Co Auditors for e financial year ending March 31, None of e Directors / Key Managerial Personnel of e Company / eir relatives are, in any way, concerned or intereed, financially or oerwise, in e resolution set out at Item No. 5 of e Notice. The Board commends e Ordinary Resolution set out at Item No. 5 of e Notice for approval by e shareholders Item No 6: Your Directors in consultation wi e Audit Committee propose to appoint M/s Todi Tulsyan & Co., Chartered Accountants, Mumbai, (Firm Regiration No C) as Joint Statutory Auditor of e Company in addition to exiing Statutory Auditor i.e M/s Gupta Saharia & Co., Chartered Accountants ( Firm Regiration No W) to hold office till e conclusion of e next Annual General Meeting to be held in e calendar year M/s Todi Tulsyan & Co., Chartered Accountants, was eablished in 1982 and is renowned for providing quality services to a diverse and successful client base and having its head office located in Patna and has branches in Mumbai, Surat and Kolkata. The Partners of e Firm have more an of 34 years experience and having large client base. M/s Todi Tulsyan & Co., Chartered Accountants, pa experience wi atutory audit, it has e requisite experience and knowledge to carry on your Company s business and operations. In is connection, your directors are of e view at Todi Tulsyan & Co., Chartered Accountants, Mumbai will be in a position to swiftly get involved in e audit process along wi exiing auditor M/s Gupta Saharia & Co.,Chartered Accountants, to facilitate and expedite e audit process for e financial year As per Section 133 of e Companies Act, 2013 (Companies Act) read wi Rule 4 of e Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules), your Company and its Auditors are required to comply wi e Indian Accounting Standards (Ind AS) specified under e Ind AS Rules in preparation of financial atements and audit respectively for e accounting periods beginning on or after 1 April 2016, wi e comparatives for e periods ending on 31 March, In view of e above mentioned reasons, ere is likely to be significant increase in e scope of Gupta Saharia & Co Chartered Accountants work wi respect to manner of reporting of financial atements, additional disclosure requirements, manner of preparing financial atements of Company s holding, joint venture etc. In order to ensure at e transition to Ind AS does not disrupt e present operations of e Company, your Directors believe at ere is need to eablish a mechanism to ensure seamless transition to e Ind AS regime. There is also requirement to report on Internal Financial Controls under Section 14 (3) (i) of e Companies Act, 2013 by e Statutory Auditors. In is connection, your Directors believed at wi e appointment of Joint Statutory Auditors for e financial year , e Auditors (Gupta Saharia & Co Chartered Accountants and Todi Tulsyan & Co Chartered Accountants) can subsequently divide e work among emselves and complete e audit process in an efficient and time-bound manner which is e be interes of your Company. In view of e above your Board of Directors propose to appoint Todi Tulsyan & Co Chartered Accountnats as Join Statutory Auditors of e Company along wi Gupta Saharia & Co chartered Accountants to hold e office until e conclusion of next Annual General meeting. The Company has received consent letter from Todi Tulsyan & Co, Chartered Accountants, Mumbai to e effect at eir appointment, if made would be wiin e prescribed limits under Section 139 of e Companies Act 2013, and at ey are not disqualified form such appointment in terms of Section 141(3)(g) of e Companies Act, 2013 and rules made ereunder. None of e Directors / Key Managerial Personnel of e Company / eir relatives are, in any way, concerned or intereed, financially or oerwise, in e resolution set out at Item No.6 of e Notice. The Board commends e Ordinary Resolution set out at Item No. 6 of e Notice for approval by e shareholders [9]

13 ITEM NO. 7 The Shareholders had accorded eir consent to e Board of Directors in accordance wi e provisions of Section 180(1)(c) of e Companies Act, 2013 at e Annual General Meeting held on 26 Augu 2013, to borrow funds not exceeding ` 3,500 Crores (Rupees Three Thousand Five Hundred Crores Only). Keeping in view e grow plans of e Company it is proposed to increase e borrowing power of e Board of Directors in terms of Section 180(1) (c) of e Companies Act, 2013 to an aggregate limit of `5,500 Crores (Rupees Five Thousand Five Hundred Crores Only). None of e Directors or Key Managerial Personnel of e Company, or eir relatives, is/are concerned or intereed in e Resolution at Item No. 7. The Resolution mentioned at Item No.7 of e Notice is recommended for your approval. ITEM NO. 8 The Company from time to time, to finance its projects, avails term loans/ working capital facilities from Banks and Financial Initutions. The Financial assiance sanctioned/to be sanctioned to e Company requires/would require creation of charge or mortgage on e exiing or future assets of e Company. The mortgage / charge / hypoecation to be created as aforesaid may attract e provisions of Section 180(1)(a) of e Companies Act, Therefore out of abundant caution, it is considered necessary for e members to auorize e Board of Directors to create charges and/or mortgages and/or hypoecations on e Company s Assets, not amounting to sale, to an aggregate limit of ` 5,500 Crores (Rupees Five Thousand Five Hundred Crores Only) in e manner proposed in e resolution to secure funds borrowed by e Company from time and time. None of e Directors or Key Managerial Personnel of e Company, or eir relatives, is/are concerned or intereed in e Resolution at Item No. 8. The Resolution mentioned at Item No. 8 of e Notice is recommended for your approval. AGM Venue Route Map Wi Landmark [10]

14 Dear Shareholders, 1. The Directors have pleasure in presenting eir Seventeen Annual Report and e Comapny s Audited Financial Statements of Accounts for e financial year ended 31 March, 2016 togeer wi e Auditor s Report ereon. 2. Financial Results 3. Review of Operations of e Company ` ` Lakh for e previous year ended 31 March, EBIDTA margin was 18.89% as compared to 19.63% previous year ended 31 March, 2015, which slightly declined due to e fact at major tunneling work of DMRC projects were completed in FY and partially completed in FY and arted ations civil work. Margin on tunneling work is much higher compare to ations civil work. Profit before Tax was ` 15, Lakh as again ` 13, Lakh in e previous year ended 31 March, Profit after Tax was ` 10, Lakh as again ` 9, Lakh in e previous year ended 31 March, During e year under review revenue from operations for e year ended 31 March 2016 at 140, Lakh as compared to 1,34, Share Capital QIP Issue: During e year under review, in accordance wi e approval of e members at e 16 Annual General Meeting held on 15 September 2015, e Company had issued and allotted 56,06,548 Equity shares of ` 10/- each at a price of ` 730/- per share (including security premium of `720 per share ) aggregating ` Crore to e Qualified Initutional inveors as determined rough SEBI prescribed formula/guidelines on 30 October Paid up Capital Directors Report Wi e Issue and allotment of shares to e Qualified Initutional Inveors e Paid up Capital increased from 3,22,26,205 Equity Shares of `10/- each to 3,78,32,753 Equity Shares of ` 10/- each. Sub-Division of Equity Shares and Amendment to Memorandum of Association: J. KUMAR INFRAPROJECTS LIMITED ( ` in Lakh) Turnover 140, , Profit before Intere, Depreciation and Tax 26, , Less: Finance Charges 6, , Depreciation 5, , Oer Income 1, , Profit Before Tax 15, , Less : Tax Expenses Current Tax 4, , Deferred Tax Profit After Tax 10, , Profit Brought Forward from Previous Year 40, , Net Profit available for appropriation 50, , Appropriation : Less: Transfer to General Reserve 1, Dividend Paid Proposed Dividend on Equity Shares 1, , Dividend Diribution Tax Thereon Balance carried to e Balance Sheet 48, , Wi a view to broad inveor base to encourage e participation of e small inveors and also to increase e liquidity of Equity Shares of e Company, e Board of Directors at eir Meeting held on 28 June 2015 had approved e sub-division of each Equity Share of face value of ` 10/- (Rupees Ten Only) of e Company into 2 (Two) Equity Shares of face value of ` 5/- (Rupees Five Only) each subject to approval of members. The Members of e Company have approved e said sub-division at e 16 Annual General Meeting on 15 September [11]

15 Particulars Before Sub - Division After Sub - Division Furer pursuant to sub-division of Equity Share of e Company, Clause V (A) of e Memorandum of Association of e Company was amended in order to reflect e alteration in e Auorised Share Capital of e Company as aforesaid. 5. Dividend The Board of Directors have recommended dividend of 2 /- per Equity Share of 5/- each fully paid up for e year ended 31 March, Particulars of Loans, Guarantees or Invements Details of Loans, Guarantees and Invements covered under e provisions of Section 186 of e Companies Act, 2013 are given in e note no. 34 to e Financial Statements. 7. State of Company s Affairs Business Review The details of e Company s affairs including its operations and projects are more specifically given in e Management Discussion and Analysis Report, which is appended here in is report. 8. Corporate Social Responsibility Corporate Social Responsibility has been an integral part of e 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 e akeholders, which gives a sense of pride and an encouragement to continue is resolve furer and better. In view of e recommendation of e CSR Committee, e Company has spent an amount of ` Lakh as again ` Lakh. In accordance wi e provisions of section 135 of e Companies Act, 2013 read wi The Companies (Corporate Social Responsibility Policy) Rules, 2014 made ereunder an Annual report on e CSR activities of e Company alongwi e CSR initiatives undertaken during e financial year is enclosed to is report in Annexure A. 9. Business Risk Management The Company is exposed to inherent uncertainties owing to e sector in which it operates. A key factor in determining a Company s capacity to create suainable value is e risks ability and willingness of e Company to take risks and manage em effectively and efficiently. Many types of risks exi in e Company s operating environment and emerges on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate ese business risks, e Company has a robu Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and ereby minimize adverse impact on e business objectives and enhance e Company s competitive advantage. Furer, e Company has conituted a Risk Management Committee (RMC) in accordance wi e provisions of Section 134 of e Companies Act, 2013 and Rules framed ereunder. 10. Internal Control Syems and eir Adequacy The Company has an Internal Control Syem, commensurate wi e size, scale and complexity of its operations. The scope of e Internal Audit as defined in e Internal Audit Charter covers e evolution of Internal Control Syem. To maintain its objectivity and independence, e Internal Auditor reports to e Chairman of e Audit Committee. The Internal Auditor monitors and evaluates e efficacy and adequacy of e internal control syem in e Company, its compliance wi operating syems, accounting procedures and policies at all locations of e Company. Based on e report of internal auditor, process owners undertake corrective actions in eir respective areas and ereby rengen e controls. Significant audit observations and corrective actions ereon are presented to e Audit Committee. 11. Vigil Mechanism / While Blower Policy The Company has adopted a While Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards again victimization of persons who may use such mechanism. The said policy is poed on e Company s website Directors / Key Managerial Personnel No of Shares ` Face Value (in `) Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajit Singh Chaa were appointed as Independent Directors of e Company for a period of five years at e Annual General Meeting (AGM) of e Company held on 16 September, All Independent Directors have given declarations at ey meet e criteria of Independence as laid down under Section 149(6) of e Companies Act, [12] Amount (in `) ` No of Shares Face Value (in `) Amount (in `) Auorized Share Capital 4,00,00,000 10/- 40,00,00,000 8,00,00,000 5/- 40,00,00,000 Issued, Subscribed and Paid-up Capital 3,78,32,753 10/- 37,83,27,530 7,56,65,506 5/- 37,83,27,530

16 The Company has complied wi e requirement of having Key Managerial Personnel as per e provisions of section 203 of e Companies Act, In accordance wi e provisions of e Companies Act, 2013 and e Articles of Association Mr. Nalin J Gupta who is retiring by rotation at is Annual General Meeting (AGM) and has sought reappointment. Members are requeed to consider his appointment as director. 13. Board Evaluation Regulation 17 of SEBI (Liing Obligations and Disclosure Requirements) regulations, 2015 read wi Schedule IV and oer provisions of e Companies Act, 2013, mandates a formal evaluation to be done by e Board of its own performance and at of its committees and individual directors and at e Independent Directors shall evaluate non-independent Directors and e Chairman of e Board. The Independent Directors at eir meeting held on 28 March, 2016, evaluated performance of e Chairman, non-independent directors of e Company and e performance of e Board as a whole. Pursuant to provisions of Section 178 of e Companies Act, 2013, e Nomination and Remuneration Committee at its meeting held on 28 March, 2016, prior to e Board Meeting held on at day, carried out an evaluation of every director s performance and e Board at its meeting held on even date carried out formal annual evaluation of its own performance and at of its committees and individual directors. Furer, e evaluation of e Independent Directors was carried out by e entire Board, excluding e Director being evaluated. 14. Remuneration Policy The Board has, on e recommendation of e Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and eir remuneration. The Remuneration Policy along wi e criteria for determining e qualification positive attributes, independence of a director is available on e website of e Company viz Disclosure on remuneration of e managerial personnel refer Annexure B. 15. Meetings During e financial year e Board met on Seven occasions, e Audit Committee met on four occasions and e Nomination and Remuneration Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was wiin e limits prescribed by e Companies Act, 2013 and SEBI (Liing Obligations and Disclosure Requirements) Regulations, The details of e meetings are more specifically given in e Corporate Governance Report, which forms a part of is Annual Report. 16. Directors Responsibility Statement Pursuant to Section 134 (5) of e Companies Act, 2013 ( e Act ), we hereby ate at: i) in e preparation of e annual accounts, e applicable accounting andards had been followed along wi proper explanation relating to material departures, if any; ii) iii) iv) your Directors have selected such accounting policies and applied em consiently and made judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company as at 31 March, 2016 and its profit for e year ended on at date; your Directors have taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; your Directors have prepared e Annual Accounts for e year ended 31 March, 2016 on a going concern basis; v) The Directors have laid down internal financial controls which are followed by e Company and at such internal financial controls are adequate and are operating effectively. vi) The Directors have devised proper syems to ensure compliance wi e provisions of all applicable laws and at such syems are adequate and operating effectively. 17. Related Party Transactions The Related Party Transactions at were entered into during e Financial Year were on an arm s leng basis and in e ordinary course of business. There are no materially significant related party transactions entered by e Company wi Promoters, Directors, Key Managerial Personnel or oer designated persons which may have a potential conflict wi e intere of e Company at large. The Related Party Transactions are placed before e Audit Committee as also e Board for approval, wherever required. Prior omnibus approval of e Audit Committee was also obtained for e transactions at are of repetitive in nature. The transactions entered into pursuant to e omnibus approval of e Audit Committee were placed before e Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for e purpose of identification and monitoring of such transactions. [13]

17 The policy on Related Party Transactions as approved by e Board is uploaded on e Company s website. None of e Directors has any pecuniary relationships or transactions vis-à-vis e Company. Hence Form No AOC -2 is not required 18. Fixed Deposits Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during e Financial Year under review. 19. Auditors a) Statutory Auditors The Statutory Auditors, M/s. Gupta Saharia & Co, Charted Accountants, retire at is Annual General Meeting and are eligible for reappointment. The Company has received a confirmation letter from e Auditors to e effect at eir re-appointment, if made, will be wiin e prescribed limits under of e Companies Act, 2013 and at ey are not disqualified for re-appointment wiin e meaning of e said Act. As required under Liing Agreement, e auditors have also confirmed at ey hold a valid certificate issued by e Peer Review Board of e Initute of Chartered Accountants of India. The Board recommends eir reappointment as Auditors to audit e accounts of e Company for e financial year The Auditor s Report on e Financial Statement of e Company for e financial year , does not contain any qualification, reservation or adverse remark. The Directors of your Company confirm at no frauds or inances of mis-management were reported by e Statutory Auditor under of Section 143(12) of e Companies Act, 2013 b) Secretarial Auditors Pursuant to e provisions of Section 204 of e Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, e Company has appointed M/s. Virendra Bhatt & Co., Company Secretaries in practice, to undertake e Secretarial Audit of e Company. The report on e Secretarial Audit is annexed herewi as Annexure C. There were no qualifications, reservations, adverse remarks or disclaimers in e report of Secretarial Auditors of e Company. c) Co Auditors In compliance wi e provisions of section 148 of e Companies Act, 2013 e Board of Directors of e Company appointed Kirti Mehta & Co., Co Accountant as e Co Auditor of e Company for e financial year d) Appointment of Joint Statutory Auditors As per Section 133 of e Companies Act, 2013 (Companies Act) read wi Rule 4 of e Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules), Company and its Auditors are required to comply wi e Indian Accounting Standards (Ind AS) specified under e Ind AS Rules in preparation of financial atements and audit respectively for e accounting periods beginning on or after 1 April 2016, wi e comparatives for e periods ending on 31 March, In view of e above, ere is likely to be significant increase in e scope of Gupta Saharia & Co Chartered Accountants work wi respect to manner of reporting of financial atements, additional disclosure requirements, manner of preparing financial atements of Company s holding, joint venture etc. In order to ensure at e transition to Ind AS does not disrupt e present operations of e Company, your Directors believe at ere is need to eablish a mechanism to ensure seamless transition to e Ind AS regime. There is also requirement to report on Internal Financial Controls under Section 14 (3) (i) of e Companies Act, 2013 by e Statutory Auditors. In consultation wi e Audit Committee Directors appointed M/s Todi Tulsyan & Co., Chartered Accountants, Mumbai, (ICAI Firm Regiration No C) as Joint Statutory Auditor of e Company in addition to exiing Statutory Auditor i.e M/s Gupta Saharia & Co., Chartered Accountants ( Firm Regiration No W) to hold office till e conclusion of e next Annual General Meeting to be held in e calendar year Corporate Governance The Corporate Governance Report togeer wi e Certificate on Corporate Governance issued by Mr. Pawan Gupta, Practicing Chartered Accountant Practicing as atutory auditor of e company confirming compliance wi e conditions of Corporate Governance as ipulated under Regulation 34 of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and e Management Discussion & Analysis Report given in is Annual Report forms an integral part of is report. [14]

18 21. Extract of Annual Return The details forming part of e extract of e Annual Return in form MGT 9 is annexed herewi as Annexure D to is report. 22. Particulars of Employees The information required pursuant to Section 197 read wi rule 5 of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of e Company. Except e Executive Chairman and bo e Managing Directors of e Company no such employee was in receipt of remuneration as prescribed under e Companies Act The details of e remuneration of Executive Chairman and bo e Managing Directors are already disclosed in e corporate governance report. 23. Conservation of energy and technology absorption In view of e nature of activities which are being carried on by e Company, provisions regarding conservation of energy and technology read wi Section 134(3)(m) of e Companies Act, 2013 and Rule 8(3) of e Companies (Accounts) Rules, 2014 are not applicable. However, e Company is committed to energy conservation at every age of its operations. Various eps have been taken to reduce consumption of electrical energy by monitoring e use of equipment s, machinery etc. used in e conruction. The Company is in tune wi e changing trends of e modern technology/ machinery to be used in its business 24. Foreign Exchange earnings and outgo There were no Foreign Exchange earnings during e year under review. In respect of e Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read wi Rule 8 (3) of e Companies (Accounts) Rules, 2014 is given in Note No. 45 of Notes forming part of e financial Statements. 25. Significant and Material Orders There were no significant and material orders passed by any Regulators or Courts or Tribunals during e Financial Year 31 March, 2016 impacting e going concern atus and company s operations in future 26. Liing wi Stock Exchanges The shares of e Company are lied on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The Company confirms at it has paid e Annual Liing Fees for e year to NSE and BSE. 27. Prevention of Insider Trading Your Company has adopted e Code of Fair Disclosure and Code of Conduct for regulating e dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders. 28. Prevention of Sexual Harassment of Women at Workplace The Company has in place an Anti-Sexual Harassment Policy in line wi e requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, The Company has conituted Internal Complaints Committee (ICC) to redress e complaints received regarding sexual harassment. During e year under review, no complaints were received by e Committee for Redressal. 29. Credit Rating The Company s Financial discipline and prudence is reflected in e rong credit rating ascribed by e Rating agency as IND A+ by India Ratings. 30. Acknowledgment The Directors express eir deep gratitude and ank e Central and State Governments as well as eir respective Departments and Development Auorities connected wi e business of e Company, contractors and consultants and also Banks, Financial Initutions, shareholders and employees of e Company for eir continued support and encouragement. By Order of e Board Jagdishkumar M. Gupta Executive Chairman DIN No Place : Mumbai Date : 24 May, 2016 [15]

19 ANNEXURE A Annual Report on CSR Activities of e Company CSR Report 1 A brief outline of e Company's CSR Policy including overview of projects or programs proposed to be undertaken and a reference to e web-link to e CSR Policy and projects or programs CSR activities at J. Kumar are carried out rough:- a) Narayani Devi Tru b) Any oer tru which carries e CSR activities The Company has framed a CSR Policy in compliance wi e provisions of e Companies Act, 2013 and e same is placed on e Company's website and e web link for e same is relations/csr_policy.pdf The composition of e CSR Committee Average Net profit of e Company for e la ree financial years Prescribed CSR Expenditure (two per cent of e amount as mentioned in item 3 above) Details of e CSR spent during e financial year: a) Total Amount spent during e Financial year ended 31 March, b) Amount unspent, if any; c) Manner in which amount spent during e financial year. Dr. R. Srinivasan, Chairman (Independent) Mr. Jagdishkumar M. Gupta Mr. Kamal J. Gupta ` 12, Lakh ` Lakh ` Lakh Nil The manner in which e amount is spent is detailed below CSR Activities at J. Kumar Infraprojects Limited. (Amount in lakh) (1) (2) (3) (4) (5) (6) (7) (8) S. No CSR Project or Activity Identified Education Education Heal Heal Sector in which e Project is covered - Projects or Programs a) Local area or oers b) Specify e State and dirict where projects or programs was undertaken Conruction of School Building for girls school - Providing help for education to rural India children's Amount Outlay (budget) Project or programs wise - Amount spent on e projects or programs a) Direct Expenditure on Projects or programs b)overheads Cumulative Expenditure upto e reporting period Amount spent: Direct or rough implementing agency ` 75 Lakh ` Lakh Nav Chetna Charitable Tru The CSR Committee confirms at e implementation and monitoring of e CSR Policy is in compliance wi e CSR Objectives and Policy of e Company ` 1.20 Lakh ` Lakh Isha Education ` Lakh ` Lakh Varunarjun Tru ` Lakh ` Lakh Himalayan Initute Hospital Tru Jagdishkumar M. Gupta Executive Chairman DIN No. : Kamal J. Gupta Managing Director DIN No. : [16]

20 Corporate Social Responsibility Initiatives Heal: Site clinics: There are site clinics at e undergoing projects of e Company which run twice a mon wi e help of MBBS/MD physician s consultation and has treated workers at e conruction site in e la financial year. These site clinics take care of basic heal care of workers wi some medications. Heal checkup camps are conducted on monly basis wi e aim of detecting anemia among female workers, assess general heal condition & provide referral services for e same. Education: For Conruction of School Building for girls, Company had spent ` Lakh. (i) ANNEXURE - B Disclosure on e Remuneration of e Managerial Personnel The ratio of e remuneration of each director to e median remuneration of e employees of e company for e financial year: S. No. Name of e Director Ratio of e remuneration to e median remuneration of e employees 1 Mr. Jagdishkumar M. Gupta 51 : 1 2 Mr. Kamal J. Gupta 38 : 1 3 Mr. Nalin J. Gupta 38 : 1 (ii) The percentage increase in remuneration of each director, Chief Financial Officer and Company Secretary, during e financial year e remuneration of directors increased by NIL and KMPs by 8.79 %. (iii) The percentage decrease in e median remuneration of employees in e financial year; 3% (iv) The number of permanent employees on e rolls of company is 2,554. (v) e explanation on e relationship between average increase in remuneration of directors and company performance; Nil (vi) comparison of e remuneration of e Key Managerial Personnel again e performance of e company; Remuneration of e Key Managerial Personnel s is 0.25% of profit after tax for FY The company s profit after tax has increased by over 9.30%. (vii) variations in e market capitalisation of e company, price earnings ratio as at e closing date of e current financial year and previous financial year and percentage increase over decrease in e market quotations of e shares of e company in comparison to e rate at which e company came out wi e la public offer in case of lied companies. The Company made an Initial Public Offer in e year 2008 at price of ` 110/- per equity share of ` 10/- (including security premium of ` 100/- each). As on 31 March, 2016 as per e market price is ` per equity share of ` 5/-. Percentage increase over e la public offer price is 498%. Date Market price in ` EPS in ` P/E Ratio Market Capitalisation in ` Crore % Change March, * , (5.46%) March, , *During e year e Company s Equity Share of Face Value of ` 10/- each had been sub-divided into 2 Equity Shares of Face value of ` 5/- each. None of e P.Y. figures have been reated. (viii) average percentile increase already made in e salaries of employees oer an e managerial personnel in e la financial year and its comparison wi e percentile increase in e managerial remuneration and juification ereof and point out if ere are any exceptional circumances for increase in e managerial remuneration: - Average decrease in e remuneration of all employees excluding KMPs is 3 % - Average Increase in e remuneration of KMPs: 8.79% - Juification: KMP salary are decided on e Company s performance, individual performance and inflation. (ix) comparison of e each remuneration of e Key Managerial Personnel again e performance of e company: Each KMP is granted salary based on his/her qualification, experience, nature of job, earlier salary and many oer factors, comparison of one again e oer is not feasible. Performance of e Company has been quite satisfactory during e financial year. (x) e key parameters for any variable component of remuneration availed by e directors: NIL (xi) e ratio of e remuneration of e highe paid director to at of e employees who are not directors but receive remuneration in excess of e highe paid director during e year: NIL (xii) affirmation at e remuneration is as per e remuneration policy of e company: YES For and on behalf of e Board Place : Mumbai Date : 24 May, 2016 [17] Jagdishkumar M. Gupta Executive Chairman DIN No Kamal J. Gupta Managing Director DIN No. :

21 ANNEXURE - C Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2016 [Pursuant to section 204(1) of e companies Act, 2013 and rule No. 9 of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, J. KUMAR INFRAPROJECTS LIMITED I have conducted e secretarial audit of e compliance of applicable atutory provisions and e adherence to good corporate practices by J.Kumar Infraprojects Limited. (Hereinafter called "e Company ). Secretarial Audit was conducted in a manner at provides me a reasonable basis for evaluating e corporate conducts/atutory compliances and expressing my opinion ereon. Based on my verification of books, papers, minute books, forms and returns filed and oer records maintained by e company and also e information provided by e Company, its officers, agents and auorized representatives during e conduct of secretarial audit. I hereby report at in my opinion, e Company has, during e audit period covering e financial year ended on March 31, 2016 has prima facie complied wi e atutory provisions lied hereunder: I have examined e books, papers, minutes' books, forms and returns filed and oer records maintained by e Company for e financial year ended on March 31, 2016 according to e provisions of: (i) (ii) (iii) (iv) (v) The Companies Act, 2013 (e Act) and e rules made ere under; The Securities Contracts (Regulation) Act, 1956 ('SCRA') and e rules made ere under; The Depositories Act, 1996 and e Regulations and Bye-laws framed ere under; Foreign Exchange Management Act, 1999 and e rules and regulations made ere under to e extent of Foreign Direct Invement, Overseas Direct Invement and External Commercial Borrowings - Not Applicable during e audit period; The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act):- (a) The Securities and Exchange Board of India (Subantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009; Though e following laws are prescribed in e format of Secretarial Audit Report by e Government, e same were not applicable to e Company for e Financial year ended 31 March, 2016:- (vi) (a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (b) (c) (d) (e) The Securities and Exchange Board of India (Regirars to an Issue and Share Transfer Agents) Regulations, 1993 regarding e Companies Act and dealing wi client The Securities and Exchange Board of India (Deliing of Equity Shares) Regulations, 2009; and The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998; The Securities and Exchange Board of India (Issue and liing of Debt securities) Regulations,2008; For Oer laws applicable to e Company: I report at, e Company has various on-site projects, hence e management & Board of Directors of e Company are responsible to comply wi e provisions of e applicable laws & I rely on eir certificate for e Compliance issued by e management. I have also examined compliance wi e applicable clauses of e following: (a) (b) The Liing agreements entered into by e Company wi e BSE Limited & National Stock Exchange Limited. Secretarial Standards 1 & 2 issued by e Initute of Company Secretaries of India. During e period under review e Company has prima facie complied wi e provisions of e Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. [18]

22 1 furer report at I rely on atutory auditor's reports in relation to e financial atements and accuracy of financial figures for, Sales Tax, Weal Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under financial atements, Accounting Standard 18 and note on foreign currency transactions during our audit period. I furer report at e board of directors of e company is duly conituted wi proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in e composition of e Board of Directors at took place during e period under review were carried out in compliance wi e provisions of e Act. I furer report at as per e information provided e company has prima facie given adequate notice to all directors to schedule e Board Meetings, agenda and detailed notes on agenda were sent at lea seven days in advance, and a syem exis for seeking and obtaining furer information and clarifications on agenda items before e meeting and for meaningful participation at e meeting. 1 furer report at as per e information provided majority decision is carried rough while e dissenting members' views are captured and recorded as part of e minutes. I furer report at ere are prima facie adequate syems and processes in e company commensurate wi e size and operations of e company to monitor and ensure compliance wi applicable laws, rules, regulations and guidelines. I furer report at e management is responsible for compliances of all business laws. This responsibility includes maintenance of atutory regiers/files required by e concerned auorities and internal control of e concerned department. I furer report at during e audit period e company has no specific events like Public Issue/ Right Issue/ sweat equity, etc. except Qualified Initutional Placement. I furer report at: 1. Maintenance of Secretarial record is e responsibility of e Management of e Company. Our responsibility is to express an opinion on ese Secretarial Records based on our audit. 2. I have followed e audit practices and processes as were appropriate to obtain reasonable assurance about e correctness of e contents of e Secretarial records. The verification was done on te basis to ensure at correct facts are reflected in e Secretarial records. I believe at e processes and practices, I followed provide a reasonable basis for my opinion. 3. Where ever required, I have obtained e Management representation about e compliance of Laws, Rules and Regulations and happening of events etc. 4. The compliance of e provisions of Corporate and oer applicable Laws, Rules, Regulations, Standards is e responsibility of e Management. My examination was limited to e verification of procedures on te basis. 5. The Secretarial Audit Report is neier an assurance as to e future viability of e company nor e efficacy or effectiveness wi which e Management has conducted e affairs of e company. For Virendra Bhatt Practicing Company Secretary Place: Mumbai Date: 24 May, 2016 Virendra Bhatt ACS No 1157 COP No 124 [19]

23 ANNEXURE -D Annual Return Extracts in MGT 9 Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on e financial year ended on 31 March 2016 [Pursuant to section 92(3) of e Companies Act, 2013 and rule 12(1) of e Companies (Management and Adminiration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN : L74210MH1999PLC ii) Regiration Date : iii) Name of e Company : J. Kumar Infraprojects Limited iv) Category / Sub-Category of e Company : Company Limited by shares/indian Non Government Company v) Address of e Regiered office and contact details : 16 - A, Andheri Indurial Eate, Veera Desai Road, Andheri(W), Mumbai - 53 Telephone No. (022) , Fax No. (022) vi) Wheer lied company : Yes vii) Name, Address and Contact details of Regirar : Karvy Computershare Private Limited,Plot Nos 17 to 24, Vittal Rao Nagar, and Transfer Agent, if any Madhapur, Hyderabad , Telephone No : to 24, Fax No. : II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All e business activities contributing 10 % or more of e total turnover of e company shall be ated:- S. No. Name and Description of main products / services NIC Code of e Product / Service % to total turnover of e Company 1 Conruction % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. No. Name and Address of e Company CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section - NIL [20]

24 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding Category of Shareholders No. of Shares held at e beginning of e year as on 1 April 2015 Demat Physical Total % of Total Shares J. KUMAR INFRAPROJECTS LIMITED No. of Shares held at e end of e year as on 31 March 2016 Demat Physical Total % of Total Shares % Change during e year A. Promoters (1) Indian a) Individual/HUF 2,33,06,910-2,33,06, % 2,33,06,910-2,33,06, % -5.36% b) Central Govt c) State Govt (s) d) Bodies Corp. 95,88,644-95,88, % 95,88,644-95,88, % -2.21% e) Banks / FI f) Any Oer Sub-total (A) (1):- 3,28,95,554-3,28,95, % 3,28,95,554-3,28,95, % -7.57% (2) Foreign a) NRIs -Individuals b) Oer -Individuals c) Bodies Corp d) Banks / FI e) Any Oer Sub-total(A) (2): Total shareholding of Promoter (A) = (A)(1)+(A)(2) 3,28,95,554-3,28,95, % 3,28,95,554-3,28,95, % -7.57% B. Public Shareholding 1 Initutions a) Mutual Funds 66,03,870-66,03, % 99,57,547-99,57, % 2.91% b) Banks / FI 18,800-18, % 3,261-3, % -0.03% c) Central Govt d) State Govt e) Venture Capital Funds f) Insurance Companies 26,966-26, % 68,71,219-68,71, % 9.04% g) FIIs 1,35,14,358-1,35,14, % 1,78,25,279-1,78,25, % 2.59% h) Foreign Venture Capital Funds i) Oers (specify) % 0.00% Sub-total (B)(1):- 2,01,63,994-2,01,63, % 3,46,57,406-3,46,57, % 14.52% [21]

25 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding Category of Shareholders No. of Shares held at e beginning of e year as on 1 April 2015 Demat Physical Total % of Total Shares No. of Shares held at e end of e year as on 31 March 2016 Demat Physical Total % of Total Shares % Change during e year 2. Non- Initutions a) Bodies Corp. i) Indian 82,70,782-82,70, % 44,79,819-44,79, % -6.91% ii) Overseas b) Individuals i) Individual shareholders holding 25,60, ,60, % 28,33, ,33, % -0.23% nominal share capital upto `2 lakh ii) Individual shareholders holding 4,28,486-4,28, % 4,21,514-4,21, % -0.11% nominal share capital in excess of ` 2 lakh c) Oers (specify) 1,32,952-1,32, % 3,77,546-3,77, % 0.30% Sub-total(B)(2):- 1,13,92, ,13,92, % 81,12, ,12, % 6.95% Total Public 3,15,56, ,15,56, % 4,27,69, ,27,69, % 7.56% Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Cuodian for GDRs & ADRs Grand Total (A+B+C) 6,44,52, ,44,52, % 7,56,65, ,56,65, % S. No. (ii) and (iii) Shareholding of Promoters and change in Promoters holding Shareholder's Name Shareholding at e beginning of e year 1 April 2015 No. of Shares % of total Shares of e company % of Shares Pledged / encumbered to total shares Shareholding at e end of e year 31 March 2016 No. of Shares % of total Shares of e company % of Shares Pledged / encumbered to total shares % change in shareholding during e year 1* Jagdishkumar M Gupta 1,07,83, % 40,00,000 1,07,83, % 40,00, % 2* J. Kumar Software Syems (I) Private Limited 65,91, % - 65,91, % % 3* J. Kumar Minerals & Mines (India) Private Limited 29,96, % - 29,96, % % 4* Kusum Jagdish Gupta 28,49, % - 28,49, % % 5* Kamal Jagdish Gupta 28,45, % 20,00,000 28,45, % 20,00, % 6* Nalin Jagdish Gupta 28,14, % 20,00,000 28,14, % 20,00, % 7* Shalini Nalin Gupta 20,71, % - 20,71, % % 8* Sonal Kamal Gupta 19,44, % - 19,44, % % Total 3,28,95, % 80,00,000 3,28,95, % 80,00,000 *During e year, e Company raised funds by issuance of equity shares rough Qualified Initutional Placement (QIP) to Initutional Inveors. In view of e same, e paid up equity share capital increased to an extent of 56,06,548 equity shares. Since e promoters did not participate in e QIP ere is a decrease in e percentage of holding of e Promoters (by7.57%). [22]

26 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): SI. No. Name of e shareholders Shareholding No. of %of Shares at e Total beginning shares ( )/ of e end of e year Company ( ) Date Increase/ (decrease) Reason Cumulative Shareholding during e year ( to ) No. of Shares %of Total shares of e Company 1 SMALLCAP WORLD FUND, INC 1,780, /04/2015 1,780,000 1,780, /11/ ,000 Purchase 2,046, /12/2015 4,092,000 Stock Split 4,092, ,092,000-31/03/2016 4,092, AMERICAN FUNDS INSURANCE SERIES 1,300, /04/2015 1,300,000 1,300, GLOBAL SMALL CAPIT /11/ ,500 Purchase 1,450, /12/2015 2,901,000 Stock Split 2,901, ,901,000-31/03/2016 2,901, GMO EMERGING DOMESTIC 1,155, /04/2015 1,155,548 1,155, OPPORTUNITIES FUND /04/ ,026 Sale 1,112, /05/ ,849 Sale 1,098, /05/ ,625 Sale 1,081, /07/2015-1,335 Sale 1,079, /07/2015-7,430 Sale 1,072, /08/ ,235 Sale 875, /10/ Sale 874, /10/ ,439 Sale 863, /11/ Sale 862, /11/ ,332 Sale 830, /11/ ,500 Sale 809, /12/ ,747 Sale 764, /12/2015 1,389,896 Stock Split 1,389, /03/ Sale 1,389, /03/ ,290 Sale 1,261, ,261,429-31/03/2016 1,261, GOLDMAN SACHS INDIA FUND LIMITED 953, /04/ , , /04/ ,918 Purchase 990, /04/ ,895 Purchase 1,054, /06/ ,617 Purchase 1,100, /06/ ,322 Purchase 1,112, /06/ ,700 Purchase 1,127, /11/ ,170 Purchase 1,549, /12/2015 3,099,824 Stock Split 3,099, ,099,824-31/03/2016 3,099, [23]

27 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): SI. No. Name of e shareholders Shareholding No. of %of Shares at e Total beginning shares ( )/ of e end of e year Company ( ) Date Increase/ (decrease) Reason Cumulative Shareholding during e year ( to ) No. of Shares %of Total shares of e Company 5 BAJAJ ALLIANZ LIFE INSURANCE 927, /04/ , , COMPANY LTD /04/ ,000 Purchase 937, /04/ ,485 Sale 854, /05/2015 1,500 Sale 852, /05/ ,868 Sale 820, /05/ ,000 Purchase 830, /06/2015 9,500 Purchase 840, /07/ ,000 Purchase 855, /07/2015 1,000 Purchase 856, /08/ ,000 Purchase 876, /09/ ,000 Purchase 888, /10/ ,000 Purchase 898, /10/2015 2,516 Sale 895, /11/ ,000 Purchase 995, /12/2015 1,959,850 Stock Split 1,959, /12/ ,000 Sale 1,909, /01/ ,000 Sale 1,896, /01/ ,000 Sale 1,882, /02/2016 3,300 Sale 1,879, /03/ ,000 Sale 1,829, /03/ ,000 Purchase 1,840, /03/ ,000 Purchase 1,885, /03/ ,100 Purchase 1,914, ,914,650-31/03/2016 1,914, DSP BLACKROCK INDIA T.I.G.E.R. FUND 632, /04/ , , /05/ ,737 Purchase 643, /06/ ,190 Purchase 664, /07/ ,844 Sale 647, /07/ ,559 Sale 602, /07/2015 8,419 Sale 593, /07/ Sale 593, /09/2015 8,590 Sale 585, /12/2015 1,170,246 Stock Split 1,170, /01/ ,781 Sale 1,158, /02/2016 1,806 Sale 1,156, /03/ ,000 Purchase 1,206, ,206,659-31/03/2016 1,206, [24]

28 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): SI. No. Name of e shareholders Shareholding No. of %of Shares at e Total beginning shares ( )/ of e end of e year Company ( ) Date Increase/ (decrease) Reason Cumulative Shareholding during e year ( to ) No. of Shares %of Total shares of e Company 7 TATA AIA LIFE INSURANCE CO LTD- 535, /04/ , , WHOLE LIFE MID CAP /10/2015 1,856 Sale 533, /12/2015 1,066,288 Stock Split 1,066, /02/ Sale 1,065, /02/ ,287 Sale 1,053, /02/ ,417 Sale 950, /03/ ,000 Sale 925, /03/ ,265 Sale 914, ,630-31/03/ , MANAYA TRADERS PRIVATE LIMITED 528, /04/ , , /09/ ,178 Sale /03/ MAX LIFE INSURANCE COMPANY LIMITED 439, /04/ , , A/C - ULIF /04/2015 3,955 Purchase 443, /05/ Purchase 443, /08/2015 4,000 Purchase 447, /09/ ,648 Sale 431, /09/ ,000 Sale 420, /11/ ,000 Purchase 447, /12/ ,554 Stock Split 894, /01/2016 3,988 Purchase 898, /02/ ,000 Purchase 913, /03/ ,000 Sale 888, ,542-31/03/ , MAX LIFE INSURANCE COMPANY 430, /04/ , , LIMITED A/C - ULIF /08/2015 4,087 Purchase 434, /09/ ,000 Sale 406, /10/ ,000 Purchase 451, /11/ ,000 Purchase 478, /12/ ,740 Stock Split 957, ,740-31/03/ , *During e year e Company s Equity Share of Face Value of ` 10/- had been sub-divided into 2 Equity Shares of Face value of ` 5/- each. [25]

29 (v) Shareholding of Directors and Key Managerial Personnel S. No. Name of e Directors and Key Managerial Personnel Shareholding at e beginning of e year No. of Shares % of total shares of e company Change in Shareholdings (No. of Shares) Increase Directors Dr. R. Srinivasan Mr. P. P. Vora Mr. Ashwani Kumar Mr. Ajit Singh Chaa 5, % - - 5, % KMP Mr. Arvind Gupta Mrs. Poornima Reddy V. INDEBTEDNESS - Indebtedness of e Company including intere outanding/accrued but not due for payment. Secured Loans excluding deposits Decrease Unsecured Loans Shareholding at e end of e year No. of Shares Deposits % of total shares of e company ( ` in lakh) Total Indebtedness Indebtedness at e beginning of e financial year i) Principal Amount 51, , ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) 51, , Change in Indebtedness during e financial year Addition Reduction (16,898.83) - - (16,898.83) Net Change (16,145.15) - - (16,145.15) Indebtedness at e end of e financial year i) Principal Amount 35, , ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) 35, , [26]

30 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- J. KUMAR INFRAPROJECTS LIMITED A. Remuneration to Managing Director, Whole-time Directors and/or Manager: ( ` in lakh) S. No. Particulars of Remuneration 1. Gross salary (a) Salary as per provisions contained in section 17(1) of e Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Name of MD/WTD/ Manager 2. Stock Option Sweat Equity 4. Commission - as % of profit - Oers, specify Oers, please specify Total (A) Mr. Jagdishkumar M. Gupta Mr. Kamal J. Gupta Mr. Nalin J. Gupta Ceiling as per e Act (Being 10% of e net profits of e Company calculated as per section 198 of e Companies Act, 2013) B. Remuneration to oer directors: S. No. Particulars of Remuneration 1. Independent Directors Fee for attending board committee meetings Commission Oers, please specify Total (1) Name of Directors: Total Amount 2. Oer Non-Executive Directors Fee for attending board committee meetings Commission Oers, please specify Total (2) Total (B)=(1+2) Dr. R. Srinivasan Mr. P. P. Vora Mr. Ashwani Kumar Mr. Ajit Singh Chaa ( ` in lakh) Total Amount Total Managerial Remuneration Overall Ceiling as per e Act (Being 10% of e net profits of e Company calculated as per section 198 of e Companies Act, 2013) [27]

31 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD S. No. Particulars of Remuneration 1 Gross salary (a) Salary as per provisions contained in section 17(1) of e Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Key Managerial Personnel Company CFO Secretary 2 Stock Option Sweat Equity Commission - as % of profit - oers, specify Total Oers, please specify - - ( ` in lakh) Total Amount Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of e Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Auority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding NIL [28]

32 Civil Conruction Management Discussion and Analysis Business Verticals Transportation Enginieering Grow Highlights: Raised ` 40, lakh rough e QIP route. The company issued equity shares at a price of ` 730 per share (including security premium of ` 720 per share) of `10/- each. J. KUMAR INFRAPROJECTS LIMITED Vision To be a leading Infraructure enterprise committed to quality, cuomer satisfaction, excellence by building our rengs innovative designs, timely completion, demonrating e highe andards of workmanship and enhancement of shareholder's value. Piling Irrigation Cumulative work orders received wor ` 157, Lakhs from various auorities rough e year. LOA/Work orders received wor ` 106, Lakhs from JNPT- NHAI, Clients MMRDA NHAI MSRDC MRVC PMC, Pune MCGM TMC, Thane AMC, Ahmedabad L&T Weern Railways CIDCO Airport Auority PCMC, Pune D.M.R.C PWD JNPT-NHAI Mission To be among e leading Infraructure company in India. To deliver timely output wi highe quality andards. To ensure a safe work environment. To encourage innovation, excellence, integrity, professionalism & team work wi an optimum mix of late technologies, human intelligence & enterprise. To uphold e highe andards of business eics and lead e way in fulfilling Corporate Social Responsibility. To conquer new horizons and new heights. Dear Members, Going again e economic trend and heading Nor on financial parameters calls for a different kind of mindset. And is was successfully accomplished by Your Company if e figures are of any indication to go by. The Directors are pleased to present e 17 Annual Report on e business and operations of Your Company wi e audited financial atements and e auditors' report ereon for e financial year ended March 31, Indian Economy As per Economic Survey FY16, India showed significant improvement in overall index of macroeconomic vulnerability. Since 2013, India s index has improved by 5.3 percentage points compared wi 0.7 percentage point for China, 0.4 percentage point for all countries in India s invement grade (BBB), and a deterioration of 1.9 percentage points in e case of Brazil. As per e Central Statiics Office (CSO), e advance eimates of e grow rate of GDP at conant market prices are projected to increase to 7.6% in FY16 from 7.2% in Fy15. [29]

33 Infraructure Indury The conruction market contributes nearly 7 per cent to India's GDP. Furer, by 2025, India's conruction market is expected to emerge as e ird large in e world. The Government is e leading revenue generating segment for e conruction market, led by various public infraructure projects. The Government of India's Make in India campaign, e smart cities project and e housing-for-all scheme covered in over 300 cities is also expected to provide is necessary impetus for Infraructure indury in e years to come. Financial Review Financial Results: The summary of e financial performance of your Company for e financial year is given below: ( ` in Lakh) Particulars Year Ended March 31, 2016 Year Ended March 31, 2015 Income 1,42, ,35, Expenditure 1,27, ,21, Profit Before Tax 15, , Tax 5, , Net Profit 10, , EPS ( `) Face Value ` 5/- per share ,60, ,40, ,20, ,00, , , , , ,35, ,42, ,21, ,27, , Income Expenditure Profit Before Tax FY16 13, FY15 4, , , , Tax Net Profit EPS (Rs) Face Value ` 5/- per share Dividend: The Board of Directors are pleased to inform at for e year under review, a dividend of ` 2 /- per equity share of ` 5/- each fully paid up (previous year ` 4/- per equity share of `10/- each fully paid up), is being recommended for e financial year ended 31 March, Financial Results: The summary of e financial performance of your Company for e financial year is given below: Operational areas Transport Engineering This is e dominant segment in e company s order book which has provided 91% of Company s business (hiorically it had always provided about 80%+). Transport & Engineering comprises roads, bridges, flyovers, subways, over bridges, skywalks, railway terminus/ations etc. The company designs and conructs ese projects as per client s specifications on turnkey basis. The Company has bagged orders wor ` 156, Lakhs in Transportation vertical during FY [30] Civil conruction in e following focus areas:

34 Operational areas Civil conruction in e following focus areas: Civil Conruction JKIL s offerings in is segment include commercial buildings. Which includes office/commercial buildings, sports complexes, swimming pools etc. Irrigation Projects Piling In is segment, e company builds dams, canals, aqueducts & irrigation tanks, spillways etc. JKIL entered is segment in FY06 by acquiring hydraulic piling rigs. Currently, it has 22 such rigs which are used to build pile foundations for buildings and flyovers, marine ructures, offshore platforms etc. This segment caters to major real eate and infraructure companies. Major Projects received during e financial year Mon & Year India will inve as much as ` 2.21 Trillion in creating and upgrading infraructure in e next fiscal year, according to finance minier in his recent budget speech. Togeer wi e capital expenditure announced for e railways, e total capex outlay for roads and railways in will be a mammo 218,000 Crores according to e Finance Minier. It is also furer expected to get formal nod for 10,000 km of national highways in Grow Drivers: Order Flow Leading to Effective Cash Flows We have a order backlog of ` 3,214 Crores as on 31 March 2016, implying order book to bill ratio of 2.3X, which provides healy revenue visibility. Business Segment Orders bagged rough FY ( ` in Crore) Particulars Mar,2016 Transport Engineering 1, Work Order received from JNPT NHAI for conruction of Road Feb,2016 Transport Engineering LOA from MMRDA for conruction of Six Lane Bridge across Ul. Apr,2015 Transport Engineering Work orders from MMRDA for design & conruction of flyovers at Savita Chemical Junction, Ghansoli Naka Junction, Talavali Naka Junction, Mahape Junction The Transportation & Engineering vertical accounts for 91% of total order backlog. Your Company has emerged as e lowe bidder in two packages of Mumbai Metro line 3 wor ` 5,000 Crores. Furer, order book is spread across 40+ contracts in 4 ates, which reduces geographical risk. This apart, 95%+ of Your Company s contracts is from Government, ereby enhancing e security of payments leading to improved working capital management. In order to bid for larger projects, Your Company has entered into joint ventures wi national and international players such as China Railway No.3 Engineering Group Co. Ltd (74:26), NCC Ltd (50:50). The order inflows have gained traction. Your Company was able to bag orders wor ` 1, Crores in FY Some major orders includes Conruction of NH-348 and Amra Marg JNPT Phase III, Gavanphata interchange in Maharashtra, and Conruction of Karalphata interchange and connectivity to proposed 4 terminal of JNPT and pending underground work for Phase III at Delhi metro. ` [31]

35 MRTS Project MRTS projects will emerge as grow drivers owing to rapid urbanization and growing concerns about pollution. There is an urgent need for mass urban transport solutions among cities. India s urban population of 40 Crores spread over 300 km of operational metro track across 7 cities is currently facing traffic jams during e peak hours. Financially Healy Your Company is one among e few Infraructure companies having low debt and healy balance sheet. Your Company was successful to raise ` Crores rough QIP issue at an issue price of ` 730 per share of ` 10/- each out of which has been used meet issue expenses, general corporate purpose and to fund working capital requirements and ` 175 Crores has been parked in liquid funds for Capex requirements. Risk Management: Your Company has a syem-based approach to business risk management. Backed by rong internal control syems, e current risk management framework consis of e following elements: The Corporate Governance Policy clearly lays down e roles and responsibilities of e various entities in relation to risk management. A range of responsibilities, from e rategic to e operational, is specified in e Governance Policy. These roles are aimed at ensuring formulation of appropriate risk management policies and procedures, eir effective implementation and independent monitoring and reporting by Internal Audit. The Corporate Risk Management Cell works wi e businesses to eablish and monitor e specific profiles including bo rategic risks and operational risks. The process includes e prioritization of risks, selection of appropriate mitigation rategies and periodic reviews of e progress on e management of risks. A combination of centrally issued policies and divisionally-evolved procedures brings robuness to e process of ensuring business risks are effectively addressed. Going Forward: As per e White Paper on Infraructure Financing brought out by CRISIL Ratings and ASSOCHAM India in December, 2015, it is eimated at e country would need ` 31 lakh crores invement in infraructure during The Paper eimates at about 70 per cent of is will be required in e power, roads and urban infraructure sectors. The Paper furer eimates at over two-irds of e invement (seventy per cent) would need to be funded rough debt and irty per cent would be rough equity. Apart from public invement, Government has taken eps to mobilize oer sources of invement funds from various sources for development of basic infraructure, including rough e eablishment of Infraructure Debt Funds, Real Eate/Infraructure Business Trus (REITs/InvITs), relaxation in External Commercial Borrowing (ECB) and Foreign Direct Invement (FDI) norms, mainreaming of Public Private Partnerships (PPPs), liberalization of lending norms by banks to infraructure sector, relaxation of norms for Employees' Provident Funds Organisation (EPFO)/pension funds invement in infraructure sector, eablishment of National Infraructure Invement Fund (NIIF) etc. The Paper furer eimates at over two-irds of e invement would need to be funded rough debt and irty per cent would be rough equity. Cautionary Statement: Statements in is Management Discussion and Analysis Describing e Company's Objectives, projections, eimates and expectations may be 'forward Looking atements' wi in e meaning of applicable laws and Regulations. Actual results might differ subantially or materially from ose expressed or implied. Important developments at could effect e company's operations include a downtrend in e infraructure sector, significant changes in political and economic environment in India, exchange rate fluctuations, tax laws, litigation, labour relations and intere co. [32]

36 Corporate Governance Report The Directors are pleased to present e Company s Report on Corporate Governance for e year ended March 31, COMPANY S PHILOSOPHY ON CODE OF GOVERNANCE Corporate Governance is about maximizing shareholder s value legally, eically and on a suainable basis wi e combination of voluntary practices and compliance wi laws and regulations leading to effective control and management of e organization. Good Corporate Governance leads to long term shareholder value creation and enhances intere of oer akeholders. J. Kumar Infraprojects Limited is respected in e Indury for its professional yle of management and be business practices. It believes Corporate Governance is a way of life, raer an a mere legal compulsion. Its core values are based on integrity, respect for e law and compliance ereof, emphasis on product quality and a timely completion spirit. J. Kumar Infraporojects Limited is committed to uphold its core values of Cuomer Focus, Performance, Leadership and quality. It also focuses on e need to provide a suainable competitive return for its inveors. J. Kumar Infraprojects Limited believes at good governance generates goodwill among business partners, cuomers and inveors and earns respect from society at large. J. Kumar Infraprojects Limited s core objective is to conduct e business in such a way as to create e value at can be suained over e long terms for cuomers, akeholders, employees, business partners. The Board of J. Kumar Infraprojects Limited endeavors to achieve is fir, by leveraging e resources at its disposal and foering an environment for grow and development of human resources. 2. BOARD OF DIRECTORS ( BOARD ) 2.1. Composition and Category of e Board The Board has a combination of Executive Directors and Non-Executive Directors. The Board, as on 31 March, 2016, comprised 8 Directors of whom 4 are Independent Directors. The Board, headed by Mr. Jagdishkumar M. Gupta as e Executive Chairman, consis of eminent personalities wi expertise and experience in diversified fields of specialization. Except for Mr. Jagdishkumar M. Gupta, Executive Chairman, Mr. Kamal J Gupta, Managing Director, Mr. Nalin J Gupta,Managing Director all oer members of e Board are Non-Executive Directors. The composition of e Board and category of Directors as on 31 March, 2016 are given below: Category Name of Directors Designation No. of shares held as on 31 March, 2016 Promoter Directors Mr. Jagdishkumar M. Gupta Executive Chairman 1,07,83, Directors Profile Brief Resume of e Directors, nature of eir expertise in specific functional areas is given below: Mr. Jagdishkumar M. Gupta (DIN No ) Mr. Kamal J. Gupta Managing Director 28,45,000 Mr. Nalin J. Gupta Managing Director 28,14,000 Mrs. Kusum J. Gupta Director 28,49,020 Independent Directors Dr. R. Srinivasan Director NIL Mr. P.P.Vora Director NIL Mr. Ashwani Kumar Director NIL Mr. Ajit Singh Chaa Director 5,000 Mr. Jagdishkumar M. Gupta, 68 years, is e person inrumental in setting up is organization. He made a mode art in e year 1980 by setting up a proprietorship concern by e name of J. Kumar & Co. Since its inception, under his able leadership, we have expanded and grown as a Regiered Class I-A conruction company. Today, because of his acumen, our Company s turnover has crossed `1,40,000 lakh mark. Under his guidance we have successfully completed numerous projects including conruction of roads, bridges and flyovers, swimming pools, earen dams, airport contracts, housing and commercial complexes etc. Details of Shares held by Shri Jagdishkumar M. Gupta in J. Kumar Infraprojects Ltd J. KUMAR INFRAPROJECTS LIMITED [33]

37 No. of Shares 1,07,83,050 equity shares of `5/- each Details of oer Directorships/Committee memberships held by him in oer lied companies: NIL Mr. Kamal J Gupta (DIN No ) Mr. Kamal J. Gupta, 43 years, has done his Bachelors in Civil Engineering. He has been associated wi us since 1997 and carries wi him an experience of more an 19 years in conruction field. He plays a vital role in execution of projects wiin e ipulated time frame and has successfully completed various projects such as flyovers, skywalks, swimming pool and rail over bridges. Presently he is looking after e civil conruction works, metro railways, and flyovers among oers. Details of Shares held by Shri Kamal J Gupta in J. Kumar Infraprojects Ltd No. of Shares 28,45,000 equity shares of `5/- each Details of oer Directorships/Committee memberships held by him in oer lied companies: NIL Mr. Nalin J Gupta (DIN No ) Mr. Nalin J. Gupta, 40 years, is a commerce graduate and a member of Indian Initution of Bridge Engineers. He is associated wi us since 1997 and carries wi him an experience of over 19 years. He is inrumental in conruction work related to roads and its widening, conruction of subway, tunnel work, flyovers and rail over bridges among oers. He has played a vital role in guiding our company in setting and developing e piling business. Details of Shares held by Shri Nalin J Gupta in J. Kumar Infraprojects Ltd No. of Shares 28,14,000 equity shares of ` 5/- each Details of oer Directorships/Committee memberships held by him in oer lied companies: NIL Dr. R. Srinivasan (DIN No ) Dr. R. Srinivasan, aged 85 years, holds a Doctorate in Banking and Finance, and has extensive managerial expertise. He has held several senior managerial positions in e public sector banks as Chairman and Managing Director of Bank of India and Allahabad Bank. He is also serving on e board of e several companies focussed on software, pharmaceuticals, gems & jewellery, tea, paint in addition to mutual fund indury. Details of Shares held by Dr.R.Srinivasan in J. Kumar Infraprojects Ltd No. of Shares NIL Details of oer Directorships/Committee memberships held by him in oer lied companies: Name of Company Designation (in Board) Committee 1. Williamson Magor & Co.ltd. Non Executive And Independent Director Audit, Nomination And Remuneration, 2. Graphite India Limited Non Executive And Independent Director Audit, Nomination And Remuneration, 3. Goldiam International Limited Non Executive And Independent Director Audit, Nomination And Remuneration, Stakeholder Relationship Committee 4. Mcleod Russel India Limited Non Executive And Independent Director Audit Committee, Nomination & Remuneration Committee 5. K.P.R.Agrochem Limited Non Executive And Independent Director - Mr. Padmanabh P. Vora (DIN No ) Mr. Padmanabh P. Vora, aged 73 years, is an Independent Director of our Company and has over 33 years experience in finance, banking and management. He holds a Bachelor s degree in Commerce and is a Chartered Accountant by profession. During his career as a banker, he has held several preigious positions in e indury such as serving as e Chairman-cum-Managing Director of e Indurial Development Bank of India from which he retired in Details of Shares held by Shri P.P.Vora in J. Kumar Infraprojects Ltd No. of Shares NIL [34]

38 Details of oer Directorships/Committee memberships held by him in oer lied companies: Name of Company Designation (in Board) Committee 1. National Securities Depository Limited Independent Director Chairman of Audit Committee 2. Reliance Home Finance Limited Independent Director Chairman of Audit Committee 3. Phoenix Lamps Limited (Earlier Halonix Limited) Independent Director Chairman of Audit Committee 4. Omaxe limited Independent Director Member of Audit Committee 5. Reliance Capital Truee Company Limited Independent Director Member of Audit Committee 6. NSDL Database management Limited Independent Director Chairman of Audit Committee Mr. Ashwani Kumar (DIN No ) Mr. Ashwani Kumar, aged 70 years is a Po Graduate from Allahabad University and has over four decade experience in Income Tax Department. He joined e Indian Revenue Service in November 1973 and retired as Chief Commissioner of Income Tax from Chennai. Details of Shares held by Mr. Ashwani Kumar in J. Kumar Infraprojects Ltd. No. of Shares - NIL Details of oer Directorships/Committee memberships held in oer lied companies by him are as follows: Directorship Designation (in Board) Committee 1. ABG Shipyard Limited Independent Director Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and Risk Management Committee 2. Weern India Shipyard Limited Independent Director Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee Mrs. Kusum J. Gupta (DIN No ) Mrs. Kusum J. Gupta, 61 years, is wife of Jagdishkumar M. Gupta, Executive Chairman of our Company. Details of Shares held by Mrs Kusum J Gupta in J. Kumar Infraprojects Ltd No. of Shares 28,49,020 equity shares of ` 5/- each Details of oer Directorships/Committee memberships held by her in oer lied companies: NIL Mr. Ajit Singh Chaa (DIN No ) Mr Ajit Singh Chaa aged 80 years is graduated wi Honors in Electrical Engineering from Government Engineering College, Jabalpur and joined e I.A.S cadre of Punjab in 1963 and held wide range of assignments from e field to e secretariat such as Deputy Commissioner of Patiala, Sangrur, Ludhiana, Managing Director, Punjab State Indurial development corporation Ltd, Joint Secretary, Miniry of Commerce, and Principal Secretary, department of Induries, Cooperation, housing, Irrigation and Power, Home and Juice and as Chief Secretary to e Govt. of Punjab. Details of Shares held by Mr. Ajit Singh Chaa in J. Kumar Infraprojects Ltd No. of Shares 5,000 shares of ` 5/- each Details of oer Directorships/Committee memberships held by him in oer lied companies: Name of Company Designation (in Board) Committee 1. Steel Strips Wheels Limited Independent Director - 2. Indian Acrylics Limited Independent Director - 3. Nahar Indurial Enterprises Limited Independent Director - 4. Cotton Country Retail Limited Independent Director Member of Audit Committee 5. Monte Carlo Fashions Limited Independent Director - 6. WWICS Director - [35]

39 2.3 Attendance at Board Meetings, La Annual General Meeting, relationship between Directors inter-se, No. of Directorships and Committee Memberships/ Chairpersonships The details of attendance of each Director at e Board Meetings held during e year and e la Annual General Meeting (AGM) along wi e number of Companies and Committees where she/he is a Director /Member/ Chairman and e relationship between e Directors inter-se, as on March 31, 2016, are given below: Name Relationship wi oer directors Attendance No. of Board / Committees (oer an J. Kumar Infraprojects Limited ) as at 31 March, 2016 Board Meetings A.G.M. No. of Committees (held on 15 oer Held Attended Chairperson / Member September, directorships Chairman 2015) Mr. Jagdishkumar M. Gupta The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships in Foreign Companies, Companies regiered under Section 8 of e Companies Act, 2013 and Private Limited Companies. None of e Directors is a member in more an 10 committees or is Chairman of more an 5 committees among e Companies mentioned above. The Committees considered for e above purpose are ose specified in e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 (i.e. Audit Committee and Stakeholders Relationship Committee.) 2.4 Meetings of e Board of Directors Faer of Kamal J Gupta and Nalin J Gupta and Husband of Mrs Kusum J Gupta Seven Board Meetings were held during e financial year The dates on which e meetings were held are as follows: 7 7 Yes Mrs Kusum J Gupta Wife of Mr. Jagdishkumar M. Gupta and 7 7 yes Moer of Mr. kamal J Gupta and Mr.Nalin J Gupta Mr. Kamal J Gupta Son of Mr. Jagdishkumar M. Gupta and 7 6 yes Mrs Kusum J Gupta and Broer of Mr. Nalin J Gupta Mr. Nalin J Gupta Son of Mr. Jagdishkumar M. Gupta and 7 6 yes Mrs Kusum J Gupta and Broer of Mr. Kamal J Gupta Dr. R. Srinivasan yes Mr. P.P.Vora yes Mr. Ajit Singh Chaa yes 5-1 Mr. Ashwani Kumar yes S. No. Date of Meeting Board Streng No. of Directors present 1 29 May July October October November February March [36]

40 2.5. Details of Directors being appointed/re-appointed: As per e provisions of e Companies Act, 2013, two-irds of e total number of Directors, oer an Independent Directors should be retiring Directors. One-ird of ese retiring Directors are required to retire every year, and if eligible, ese directors qualify for reappointment. Independent Directors of e Company are not liable for retirement by rotation. At e ensuing Annual General Meeting Mr. Nalin J Gupta, retires by rotation and being eligible offers himself for re-appointment. Furer a detailed profile of Directors to be appointed / re-appointed along wi additional information required under Regulation 36(3) of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 is provided separately by way of an Annexure to e Notice of e Annual General Meeting Familiarization Programme imparted to Independent Directors As required by e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 and e provisions of e Companies Act, 2013, e Board has framed a Familiarization Programme for e Independent Directors of e Company in order to update em wi e nature of indury in which e Company operates, business model of e Company and familiarize em wi eir roles, rights and responsibilities, etc. The abovementioned Familiarization Programme was uploaded on e Website of e Company and e web link for e same is jkumar.com. 3. AUDIT COMMITTEE The Audit Committee acts as a link between e Statutory Auditors, Internal Auditors and e Board of Directors. Its purpose is to assi e Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing e Company s eablished syems and processes for internal financial controls, governance and reviewing e Company s atutory, internal audit activities and reviewing related party transactions Composition, Meetings and Attendance The Audit Committee of e Board comprises of 4 Directors, Dr. R. Srinivasan as e Chairman, Mr.P.P.Vora, Mr. Ajit Singh Chaa and Mr. Jagdishkumar M. Gupta as its Members. Majority members of e Audit Committee are Independent Directors and have expert knowledge of Finance and Accounting. Dr.R. Srinivasan, e Chairman of e Audit Committee was present at e la Annual General Meeting held on 15 September, The Executive Chairman, Managing Directors, Chief Financial Officer and Company Secretary are permanent invitees for e meetings. The Statutory Auditors and e Internal Auditors were also invited for e meetings. The Company Secretary functions as Secretary to e Committee. The Committee oversees e accounting and financial reporting process of e Company, e performance of e internal auditors, performance and remuneration of e atutory auditors and e safeguards employed by em. During e financial year , e Audit Committee met four (4) times i.e. on 29 May 2015, 29 July 2015, 10 November 2015 and 11 February The attendance details are given below:- No. of Meetings during e Name of e Directors Designation Financial Year Held Attended Dr. R. Srinivasan Chairman 4 4 Mr. P.P.Vora Member 4 4 Mr. Ajit Singh Chaa Member 4 3 Mr. Jagdishkumar M. Gupta Member Terms of reference The terms of reference of is Committee are wide enough to cover e matters specified for Audit Committee under Part C of Schedule II wi reference to Regulation 18 of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 as well as under e provisions of Section 177 of e Companies Act, The terms of reference of e committee are are as follows: 1. Oversight of e Company s financial reporting process and e disclosure of its financial information to ensure at e financial atement is correct, sufficient and credible; 2. Recommendation for appointment, remuneration and terms of appointment of auditors of e Company; [37]

41 3. Approval of payment to Statutory Auditors for any oer services rendered by e atutory auditors in terms of Section 144 of e Companies Act 2013; 4. Reviewing, wi e management, e Audited Annual Financial Statements and Independent Auditor's Report ereon before submission to e Board for approval, wi particular reference to: a. Matters required to be included in e Director s Responsibility Statement to be included in e Board s Report in terms of Clause (c) of sub-section 3 of Section 134 of e Companies Act, 2013; b. Changes, if any, in Accounting Policies and practices and reasons for e same; c. Major accounting entries involving eimates based on e exercise of judgment by management; d. Significant adjuments made in e financial atements arising out of audit findings; e. Compliance wi Liing and oer legal requirements relating to Financial Statements; f. Disclosure of any Related Party Transactions; g. Qualifications in e draft Audit Report; 5. Reviewing wi e management, e quarterly financial atements before submission to e board for approval; 6. Reviewing wi e management, e atement of uses / application of funds raised rough an issue (public issue, rights issue, preferential issue, etc.), e atement of funds utilized for purposes oer an ose ated in e offer document / prospectus / notice and e report submitted by e monitoring agency monitoring e utilization of proceeds of a public or rights issue, and making appropriate recommendations to e Board to take up eps in is matter; 7. Review and monitor e auditor s independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of e company wi related parties; 9. Scrutiny of inter-corporate loans and invements; 10. Valuation of undertakings or assets of e company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management syems; 12. Reviewing, wi e management, performance of atutory and internal auditors, adequacy of e internal control syems; 13. Reviewing e adequacy of internal audit function, if any, including e ructure of e internal audit department, affing and seniority of e official heading e department, reporting ructure coverage and frequency of internal audit; 14. Discussion wi internal auditors of any significant findings and follow up ere on; 15. Reviewing e findings of any internal inveigations by e internal auditors into matters where ere is suspected fraud or irregularity or a failure of internal control syems of a material nature and reporting e matter to e Board; 16. Discussion wi atutory auditors before e audit commences, about e nature and scope of audit as well as po-audit discussion to ascertain any area of concern; 17. To look into e reasons for subantial defaults, if any, in e payment to e depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors; 18. To review e functioning of e While Blower mechanism; 19. Approval of appointment of CFO (i.e., e whole-time Finance Director or any oer person heading e finance function or discharging at function) after assessing e qualifications, experience and background, etc. of e candidate; 20. Carrying out any oer function as is mentioned in e terms of reference of e Audit Committee; 21. To grant omnibus approval for related party transactions wherever required and to review e transactions made in pursuance of such omnibus approval. 4. NOMINATION AND REMUNERATION COMMITTEE 4.1. Composition, Meeting and Attendance The Nomination and Remuneration Committee (NRC) consied of Four Directors and all are Independent Directors, Dr. R. Srinivasan as e Chairman, Mr.P.P.Vora, Mr. Ajit Singh Chaa, and Mr. Ashwani Kumar were e members of e Committee. [38]

42 During e financial year , e Nomination and Remuneration Committee met twice i.e. 28 July 2015 and 28 March The details of e meetings held during e year and attendance of directors are incorporated in e following table:- No. of meetings during e year Name of e Directors Designation Held Attended Dr. R. Srinivasan Chairman 2 2 Mr.P.P.Vora Member 2 2 Mr. Ajit Singh Chaa Member 2 2 Mr. Ashwani Kumar Member Terms of reference The Committee determines e remuneration of e Executive Directors, Non-Executive Directors and Senior Management Personnel including Key Managerial Personnel. The terms of reference of e Nomination and Remuneration Committee are wide enough to cover e matters specified under Part D Schedule II wi reference to Regulation 19(4) and 20(4) of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 as well as under e provisions of Section 177 of e Companies Act, 2013, which are as under. 1. To formulate e criteria for determining qualifications, positive attributes and independence of Directors. 2. To identify persons who are qualified to become directors and who may be appointed in senior management as per e criteria laid down and to recommend to e Board eir appointment and removal. 3. To carry out evaluation of every Director s performance. 4. To recommend to e Board a Policy, relating to e remuneration of directors, including Managing Director(s) and Whole-time Director(s), Key Managerial Personnel and oer employees. While formulating e policy, e NRC shall ensure a. The level of Composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of e quality required to run e Company successfully. b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to e working of e Company and it goals. d. Carrying out any oer function as is mentioned in e under e Provisions of Companies Act, 2013 and Liing Agreement. Remuneration Policy Pursuant to e provisions of Section 178 of e Companies Act, 2013, e Company has formulated remuneration policy and e same has been uploaded on e website of e Company Performance Evaluation: During e year under review, pursuant to e provisions of e Companies Act, 2013 and as Liing Agreement, e Board adopted a formal mechanism for evaluating its performance and as well as at of its Committees and individual Directors, including e Chairman of e Board. The exercise was carried out rough a ructured evaluation process covering various aspects of e Board s functioning such as composition of e Board and Board Committees, experience, competencies, performance of specific duties, obligations and governance issues etc. Separate exercise was carried out to evaluate e performance of individual Directors including e Chairman who were evaluated on parameters such as attendance, contribution at e meetings and oerwise, independent judgment, etc. The evaluation of e Independent Directors was carried out by e entire Board and at of e Chairman and e Non-Independent Directors were carried out by e Independent Directors. The Directors were satisfied wi e evaluation results, which reflected e overall engagement of e Board and its Committees wi e Company Criteria for performance evaluation of Directors The Board of Directors has approved e criteria for performance evaluation of Directors as recommended by e Nomination and Remuneration Committee. The said criteria inter alia includes following: [39]

43 Attendance at e Board meetings. Active participation in e meetings. Underanding e critical issues affecting e Company. Prompts Board discussion on rategic issues. Brings relevant experience to e Board and uses it effectively. Underands and evaluates e risk environment of e organization. Conducts himself/herself in a manner at is eical and consient wi e laws of e land. Maintains confidentiality wherever required. Communicates in an open and conructive manner. Seeks satisfaction and accomplishment rough serving on e Board 5. REMUNERATION OF DIRECTORS 5.1. Remuneration paid to Non-Executive Directors of e Company The Non-Executive Directors of e Company have been paid sitting fees for attending each meeting of e Board of Directors, Audit Committee and Nomination and Remuneration Committee ereof during e Financial Year The non-executive Directors do not have any oer pecuniary relationship wi e Company apart from receiving sitting fees and reimbursement of expenses incurred for attending meetings of e board and Committees ereof. The Company has not granted any ock option to any of its Non-Executive Directors. The details of e sitting fees paid during e Financial year are given below: Name of e Director ( ` in lakh) Sitting Fees Dr. R. Srinivasan 3.39 Mr.P.P.Vora 2.76 Mr. Ajit Singh Chaa 1.74 Mr. Ashwani Kumar Remuneration paid to e Executive Directors of e Company The remuneration of e Executive Directors is decided on e recommendation of e Nomination and Remuneration Committee and approved by e Board of Directors and shareholders. Any change in remuneration is also effected in e same manner and/or in line wi e applicable atutory approvals. The remuneration package of e Executive Directors comprises of gross salary includes all e gross salary includes all e perquisites and allowances, as aforesaid, shall include accommodation (furnished or oerwise) or house rent allowance in lieu ereof ; house maintenance allowance, medical reimbursement ; club fees, medical insurance and such oer perquisites and/or allowances. The said perquisites and allowances shall be evaluated, wherever applicable, as per e provisions of Income Tax Act, 1961 or any rules ere under or any atutory modification(s) or re-enactment ereof; in e absence of any such Rules, perquisites and allowances shall be evaluated at actual co. Reimbursement of Expenses: Reimbursement of expenses incurred for traveling, boarding and lodging during business trips, provision of car for use on e Company s business and telephone expenses at residence shall be reimbursed and not considered as perquisites. The aggregate of e salary, special pay, allowances and perquisites in any financial year shall be subject to e limits prescribed from time to time under section 198 Act as may for e time being, be in force, or oerwise as may be permissible at law. The details of Remuneration for Financial Year are summarized below: Name of e Directors Designation Salary & Allowances Tax Deduction at Source Net Pay Mr. Jagdishkumar M Gupta Executive Chairman Mr. Kamal J Gupta Managing Director Mr. Nalin J Gupta Managing Director The tenure of office of e Executive Directors of e Company is for a period of 5 years from eir respective date of appointments and can be terminated by eier party by giving ree mons notice in writing. [40] ( ` in lakh)

44 6. STAKEHOLDERS RELATIONSHIP COMMITTEE 6.1. Composition The Committee consis of 3 (ree) Directors namely, Mr. Ashwani Kumar, an Independent Director as e Chairman and Mr. Kamal J Gupta and Mr. Nalin J Gupta as its members Company Secretary & Compliance Officer Name of e Company Secretary and e Compliance Officer Designation Mr. Poornima Reddy Company Secretary 6.3. Details of Shareholders Complaints Complaints Pending as on 01/04/2015 Complaints Received during e Year Complaints Resolved during e Year Complaints Pending as on 31/03/2016 Nil Nil 7. INDEPENDENT DIRECTORS MEETINGS A meeting of e Independent Directors was held on 28 March, 2016, to consider e following: Evaluation of e performance of e Non Independent Directors and Board of Directors as a whole. Evaluation of e performance of e Chairman of e Company, taking into account e views of e Executive and Non Executive Directors. Evaluation of e quality, content and timeliness of flow of information between e Management and e Board at is necessary for e Board to effectively and reasonably perform its duties. 8. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE 8.1. Composition, Meetings and Attendance: The Corporate Social Responsibility Committee consis of Dr. R. Srinivasan (Chairman), Mr. Jagdishkumar M. Gupta and Mr. Nalin J Gupta are Members. During e year under review, e Corporate Social Responsibility Committee met on two times ie 19 November 2015 and 11 February General Body Meetings and Poal Ballot: 9.1. Location and time, where Annual General Meeting (AGM) / Extra Ordinary General Meeting (EGM) for e la 3 years were held is given below: Financial Year AGM / EGM Date Time Location Monday, 26 Augu, 2013 Tuesday, 16 September, 2014 Tuesday, 15 September, Special Resolutions passed in e previous ree Annual General Meetings (AGM): AGM Date of AGM Special Resolution A.M A.M A.M GMS Community Centre Hall, Sitladevi Complex, 1 Floor, D.N. Nagar Opp: Indian Oil Nagar On Link Road, Andheri (W), Mumbai GMS Community Centre Hall, Sitladevi Complex, 1 Floor, D.N. Nagar Opp: Indian Oil Nagar On Link Road, Andheri (W), Mumbai GMS Community Centre Hall, Sitladevi Complex, 1 Floor, D.N. Nagar Opp: Indian Oil Nagar On Link Road, Andheri (W), Mumbai Annual Tuesday, 16 a) To Appoint Mr. Jagdishkumar M. Gupta as Executive Chairman for a period of five years. General Meeting September, b) To Adopt New set of Articles of Association for Company in conformity wi e 2014 Companies Act, 2013, c) To Maintain e Regier of Members and related books at a place oer an e Regiered Office of e Company. [41]

45 9.3. Poal Ballot AGM Date of AGM Special Resolution 16 Annual Tuesday, 15 a) Sub Division of 1 (One) equity share of Face Value of 10/- each into 2 Equity Share of General Meeting September, ` 5/ b) Issue of furer shares. There was no Poal Ballot conducted in e Financial Year The Company does not propose to pass any Special Resolution rough Poal Ballot as on e date of is report. 10. Means of Communication: The Quarterly Results were earlier published in The Economic Times & Mumbai Lakshadeep and are currently published in Financial Express & Mumbai Lakshadeep and simultaneously hoed on e Company's website i.e. and also submitted wi e BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Management Discussion and Analysis Report forms a part of is Annual Report. The inveor presentations made are displayed on e Website of e Company at The Company s website contains a separate dedicated section Inveors Relations where shareholders information is available. The Annual Report of e Company is also available on e website in a user friendly and downloadable form. 11. General Shareholder Information Annual General Meeting Date Time Venue 20 September, A.M. GMS Community Centre Hall, Sitladevi Complex, 1 Floor, D.N. Nagar. Opp. Indian Oil Nagar, Financial Year: Dividend Payment Date : Dividend, if declared by shareholder at e AGM shall be paid after 20 September, 2016 i.e. wiin 30 days of declaration Liing of Securities on Stock Exchanges On Link Road, Andheri (W), Mumbai a) Liing on Stock Exchanges The BSE Limited (BSE) (Equity Shares) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Mumbai Name of e Exchange Stock Code Bombay Stock Exchange Limited (BSE) National Stock Exchange of India Limited JKIL ISIN Demat INE576I01022 b) The Company has paid Annual Liing Fees for e period to BSE Limited and National Stock Exchange Limited wiin due date, specified in e Liing Regulations, ` [42]

46 11.5. Stock Market Data The high / low of e market price of e shares of e Company is given below: Mon BSE Limited (BSE) National Stock Exchange of India Limited (NSE) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Sources: BSE, NSE websites Stock Performance v/s BSE Sensex and CNX Nifty The performance of J Kumar Infraprojects Ltd. Equity Shares relative to e BSE Sensex and CNX Nifty is given in e charts below: The Securities of e Company were not suspended from trading Share Transfer Agent High ( `) Low ( `) Share price movement BSE Karvy Computershare Pvt. Ltd. has been appointed as one point agency for dealing wi shareholders. Shareholders correspondence should be addressed to e Company s Share Transfer Agent at e address mentioned below: Regiered Office : Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial Dirict, Nanakramguda, Hyderabad P : F: Mumbai Liasoning : Karvy Computershare Pvt. Ltd., Unit No. 7, Andheri Indurial Eate, Veera Desai Road, Andheri (W), Office Mumbai Share Transfers Syem (Physical Form): Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 BSE SENSEX JKIL Sensex (closing) The Board has delegated e auority for approving transfer, transmission, etc. of e Company s equity shares to e Share Transfer Committee comprising of. The Share Certificates in Physical Form are generally processed and returned wiin 15 days from e date of receipt, if e application and supporting documents are complete in all respects. A summary of e transfers / transmissions so approved by e Committee is placed at every Board Meeting [43] High ( `) Low ( `) Share price movement NSE CNX NIFTY (Closing) Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 NSE NIFTY JKIL

47 The Company obtains from a Company Secretary in practice half yearly certificate of compliance wi e share transfer formalities, wiin e ipulated period, as required under Regulation 40 (9) of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and e same is duly filed wi e Stock Exchanges wiin ipulated time prescribed under e SEBI (Liing Obligations and Disclosure Requirements) Regulations, The Company conducts Reconciliation of Share Capital Audit on a quarterly basis in accordance wi e SEBI (Depositories and Participants) Regulations, Company Secretary in practice has been appointed by e Company to conduct e said audit. The Reconciliation of Share Capital Audit Reports issued by, which are submitted to e Stock Exchanges wiin e ipulated period, inter alia, confirms at e equity shares of e Company held in dematerialized form and in physical form tally wi e issued and paid-up equity share capital of e Company Diribution of Shareholding as on 31 March, 2016 Slab of shareholding No. of shareholders % of shareholders No. of shares % of shares held , ,635, , , , , , , & above ,247, Shareholding Pattern as on 31 March, , ,665, Category No. of shares held % of shares held A Promoters Holding 1 Indian promoters 23,306, Bodies Corporate / Group Companies 9,588, Persons acting in concert - - Sub Total (1 + 2) / Total A 32,895, B Non Promoters Holding 3 Initutional Inveors a Mutual Funds and UTI 9,957, b Banks, Financial Initutions, Insurance Companies 6,874, (Central / State Govt., Initutions / Non Govt. Initutions) c Foreign Initutional Inveors /Foreign Portfolio Inveors 17,825, d Foreign Nationals Sub-total (3a+3b+3c) 34,657, Oers a Private Corporate Bodies 4,479, b Indian Public 3,255, c Non Resident Indians 108, d NBFCs Regiered wi RBI 133, e Clearing Member 135, Sub-total (4a+4b+4c) 8,112, Total B 42,769, C Non Promoter - Non Public - - Grand total (A+B+C) 75,665, [44]

48 Dematerialization of shares and liquidity As at 31 March, 2016; 7,56,65,506 Equity Shares representing 99.99% of e Company s paid-up Equity Share Capital have been dematerialized. Trading in Equity Shares of e Company is permitted only in dematerialized form as per e notification issued by SEBI. Shareholders seeking demat / remat of eir shares need to approach eir Depository Participants (DP) wi whom ey maintain a demat account. The DP will generate an electronic reque and will send e physical share certificates to e Share Transfer Agent of e Company. Upon receipt of e reque and share certificates, e Share Transfer Agent will verify e same. Upon verification, e Share Transfer Agent will reque National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) to confirm e demat reque. The demat account of e respective shareholder will be credited wi equivalent number of shares. In case of rejection of e reque, e same shall be communicated to e shareholder. In case of remat, upon receipt of e reque from e shareholder, e DP generates a reque and verification of e same is done by e Share Transfer Agent. The Share Transfer Agent en reque NSDL/ CDSL to confirm e same. Approval of e Company is sought and equivalent numbers of shares are issued in physical form to e shareholder. The share certificate is dispatched wiin one mon from e date of issue of shares in physical form. Liquidity The shares of e Company are frequently traded on e Stock Exchange Outanding GDRs / ADRs / Warrants or any Convertible Inruments There are no outanding ADRs/ GDRs/ Warrants or any convertible inruments Address for correspondence J. Kumar Infraprojects Ltd., Unit No. 16-A, Andheri Indurial Eate,Veera Desai Road, Andheri (We),Mumbai Oer Disclosures Materially significant related party transactions, pecuniary or business relationship wi e Company. There have been no materially significant related party transactions, pecuniary transactions or relationships between e Company and its Directors at may have potential conflict wi e interes of e Company at large. Pursuant to e requirements of Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015, e Company formulated e policies on Material subsidiaries and on dealing wi Related Party Transactions. The same is uploaded on e website of e Company Subsidiary Companies. The Company does not have any material unlied Indian subsidiary as per e provisions of e SEBI (Liing Obligation and Disclosure Requirements) Regulations, Details of non compliance, penalties, rictures imposed by e Stock Exchanges or Securities and Exchange Board of India There were no such inances of non-compliance by e Company nor have any penalties, rictures been imposed by e Securities and Exchange Board of India or any oer atutory auority during e la ree years on any matter related to e capital markets While Blower Policy/Vigil Mechanism The Company has eablished a vigil mechanism for Directors and Employees to report eir genuine concerns about uneical behavior, actual or suspected fraud or violation of e company s code of conduct. The mechanism provides for adequate safeguards again victimization of e While Blower. The mechanism provides for addressing e complaints to complaints redressal Committees and direct access to e Chairperson of e Audit Committee in exceptional circumances. The While Blower Policy is available on Company s website i.e Details of Compliance wi mandatory requirements and adoption of e non - mandatory requirements The Company has duly complied wi all e mandatory Corporate Governance requirements. In addition to e above e Company has complied wi e following non-mandatory requirements: Since e Financial Results are published in newspapers having wide circulation and simultaneously also uploaded on e website of e Company and Stock Exchanges, only e Annual Reports are sent to all e Stakeholders. [45]

49 The Company has appointed separate persons as Chairman and Managing Director. The Internal Auditor reports directly to e Audit Committee Risk Management Business Risk Evaluation and Management is an ongoing process wiin e Company. The Company has a robu risk management framework to identify, monitor and minimize risks as also identify business opportunities. For e identification, assessment and minimization of e risk, e Board conituted a Risk Management Committee to frame e Risk Management framework and to implement and monitor e same. Composition, Meetings and Attendance of e Committee The Risk Management Committee consis of four members wi CFO as its members. During e year under review, no such meetings held. 13. Non Compliance of any requirement of Corporate Governance Report: The Company has complied wi all mandatory requirements as mentioned in Schedule V Para C sub-paras (2) to (10) of Securities and Exchange Board of India (Liing Obligation and Disclosure Requirements) Regulations, 2015 along wi some of e non-mandatory requirements. 14. Compliance wi Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 The Company has complied wi all e requirements as specified in e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 including e Corporate Governance requirements specified under Regulation 17 to 27 and clauses (b) to (i) of sub-regulations (2) of regulation Disclosures wi respect to Suspense Account/ unclaimed suspense account Sr. No. Particulars 1 Aggregate number of shareholders and e outanding shares in e suspense account lying at e beginning of e year i.e. as on 1 April, Number of shareholders who approached issuer for transfer of shares from suspense account during e year Number of shareholders to whom shares were transferred from suspense account during e year Aggregate number of shareholders and e outanding shares in e suspense account lying at e end of e year 31 March, Unclaimed Dividends All e Shareholders whose dividend is unclaimed are requeed to claim eir dividend. Transfer to Inveor Education & Protection Fund 3,986 Equity Shares of ` 5 /- each During e year under review, e Company has credited ` 157,245/- (Rupees One Lac Fifty Seven Thousand Two hundred Forty Five only)- (being e Unpaid Dividend for Financial Year lying in e unclaimed / unpaid dividend account to e Inveor Education & Protection Fund pursuant to Section 125C of e Companies Act, 2013, read wi Inveor Education & Protection Fund (Awareness and Protection of Inveors) Rules, Status Nil Nil 3,986 Equity Shares of ` 5 /- each Declaration regarding compliance by e Board Members and Senior Management Personnel wi e Company's Code of Conduct Declaration by e CEO & Managing Director under Regulation 34 Schedule V Para D of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulation, 2015 To, The Members of J. Kumar Infraprojects Limited I, Kamal J Gupta Managing Director of J. Kumar Infraprojects Limited hereby confirm at all e members of e Board of Directors and Senior Management Personnel have affirmed compliance wi e Code of Conduct for e year ended 31 March, Place: Mumbai Date: 24 May, 2016 [46] Kamal J Gupta Managing Director DIN:

50 Revenue (` in Crores) 1,001 1,187 1,343 1, PAT (` in Crores) FY12 FY13 FY14 FY15 FY16 0 FY12 FY13 FY14 FY15 FY16 Debt Equity Ratio Order Book (` in Crores) FY12 FY13 FY14 FY15 FY16 4,000 3,500 3,000 2,500 2,000 1,500 1, ,513 FY 12 3,661 FY 13 3,123 FY 14 3,024 FY 15 3,214 FY 16 Outanding as on 31 March, 2016 Work Order Segment-wise (` in Crores) Work Order Geographically (` in Crores) Irrigation - 86 Piling - 14 Delhi- 385 Gujarat- 216 Transportation - 3,115 Maharashtra- 2,613 [47]

51 To The Shareholders of J. Kumar Infraprojects Limited AUDITORS' CERTIFICATE ON COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE We have examined e compliance of conditions of Corporate Governance by J. Kumar Infraprojects Limited ( e Company ) for e year ended on 31 March 2016, as ipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) read wi Schedule V of Securities and Exchange Board of India ( Liing Regulations 2015). The compliance of conditions of Corporate Governance is e responsibility of e Management. Our examination was limited to procedures and implementation ereof, adopted by e Company for ensuring e compliance of e provisions relating to Corporate Governance. It is neier an audit nor an expression of opinion on e Financial Statements of e Company. In our opinion and to e be of our information and according to e explanations given to us, we certify at e Company has complied in all material aspects wi e conditions of Corporate Governance as ipulated in e above-mentioned Liing Regulations/Agreement. In our opinion and to e be of our information and according to e explanations given to us. We certify at e Company has complied wi e conditions of Corporate Governance as ipulated in e above mentioned Liing Regulations/ Liing Agreements (as applicable). We furer ate at such compliance is neier an assurance as to e future viability of e Company nor e efficiency or effectiveness wi which e management has conducted e affairs of e Company. For Gupta Saharia & Co Chartered Accountants Firm Reg.No.: W Place: Mumbai Date: 24 May, 2016 Pawan Gupta Partner Membership No: CERTIFICATION BY CEO, CFO UNDER REGULATION 17 (8) OF SEBI LISTING REGULATION We e undersigned, in our respective capacities as Managing Director and Chief Financial Officer of J.Kumar Infraprojects limited ( e Company ) to e be of our knowledge and belief certify at: In relation to e Audited Financial Accounts of e Company as at March 31, 2016, we hereby certify at a) We have reviewed financial atements and e cash flow atement for e year and at to e be of our knowledge and belief : i. These atements do not contain any materially untrue atement or omit any material fact or contain atements at might be misleading; ii. These atements togeer present a true and fair view of e company s affairs and are in compliance wi exiing accounting andards, applicable laws and regulations. b) There are to e be of our knowledge and brief, no transactions entered into by e company during e year which are fraudulent, illegal or violate e company s Code of Conduct. c) We accept responsibility for eablishing and maintaining internal controls for financial reporting and we have evaluated e effectiveness of e internal control syems of e company pertaining to financial reporting and have disclosed to e auditors and e Audit committee, deficiencies in e design or Operation of internal controls, if any, of which we are aware and e eps we have taken or propose to take to rectify ese deficiencies. d) We have indicated to e Auditors and e Audit Committee: i. Significant changes in internal control over financial reporting during e year; ii. iii. Significant changes in accounting policies during e year and e same have been disclosed in e notes to e financial atements; and Inances of significant fraud of which we have become aware and e involvement erein, if any, of e management or an employee having a significant role in e company s internal control syem over financial reporting. Place: Mumbai Date: 24 May 2016 Kamal J. Gupta Managing Director DIN: [ 48] Arvind Gupta Chief Financial Officer

52 To e Members of J. Kumar Infraprojects Limited Report on Financial Statements 1. We have audited e accompanying financial atements of J. Kumar Infraprojects Limited ( e Company ), which comprise e Balance Sheet as at March 31, 2016, and e Statement of Profit and Loss, e Cash Flow Statement for e year en ended, and a summary of significant accounting policies and oer explanatory information. Management's Responsibility for e Financial Statements 2. The Management and Board of Directors of e Company are responsible for e matter ated in Section 134(5) of e Companies Act, 2013 ( e Act ) wi respect to e preparation of ese financial atements at give a true and fair view of e financial position, financial performance and cash flows of e Company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under section 133 of e Act, read wi Rule 7 of Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance wi e provision of e act for safeguarding e assets of e company and for preventing and detecting frauds and oer irregularities; selection and application of appropriate accounting policies; making judgement and eimates at are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. Auditors' Responsibility 3. Our responsibility is to express an opinion on ese financial atements based on our audit. We have taken into account e provisions of e Act, e accounting and auditing andards and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder and e order under Section 143 (11) of e Act. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those andards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free from material misatements. 4. An audit involves performing procedures to obtain audit evidence about e amounts and disclosures in e financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Company's preparation and presentation of e financial atements, at give a true and fair view, in order to design audit procedures at are appropriate in e circumances. An audit also includes evaluating e appropriateness of accounting policies used and e reasonableness of e accounting eimates made by company's management and Board of Directors, as well as evaluating e overall presentation of e financial atements. 5. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e financial atements. Opinion 6. In our opinion and to e be of our information and according to e explanations given to us, e aforesaid financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India of e ate of affairs of e company as at 31 March 2016, its profit and its Cash flows for e year ended on at date. Report on Oer Legal and Regulatory Requirements. 7. As required by e Companies (Auditor's Report) Order, 2015 ( e Order ) issued by e Central Government of India in terms of sub-section (11)of Section 143 of e Act, we give in e Annexure A a atement on e matters specified in paragraphs 3 and 4 of e Order. 8. As required by section 143(3) of e Act, we report at: J. KUMAR INFRAPROJECTS LIMITED INDEPENDENT AUDITORS' REPORT a. We have sought and obtained all e information and explanations which to e be of our knowledge and belief were necessary for e purpose of our audit; b. In our opinion, proper books of account as required by law have been kept by e Company so far as appears from our examination of ose books; c. The Balance Sheet, e Statement of Profit and Loss, and e Cash Flow Statement dealt wi by is Report are in agreement wi e books of account; d. In our opinion, e aforesaid Financial Statements comply wi e applicable Accounting Standards specified under section 133 of e Act, read wi rule 7 of e Companies (Accounts) Rules 2014; e. On e basis of written representations received from e directors as at March 31, 2016, taken on record by e Board of Directors, none of [49]

53 e directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164(2) of e Act. f. Wi respect to e adequacy of e internal financial controls over financial reporting of e Company and e operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unmodified opinion on e adequacy and operating effectiveness of e Company's internal financial controls over financial reporting. g. In our opinion and to e be of our information and according to e explanations gives to us, we report as under wi respect to oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014: i. The company does not have any pending litigation which would impact its financial position. ii. iii. The Company does not have any long term contract including derivative contracts; as such e queion of commenting on any material foreseeable losses ereon does not arise. There has been no delay in transferring amounts, required to be transferred, to e Inveor Education and Protection Fund. For Gupta Saharia and Co. Chartered Accountants Firm Reg. No W Place: Mumbai Date: 24 May, 2016 Pawan Gupta Partner Membership No. : ANNEXURE A TO INDEPENDENT AUDITORS' REPORT The Annexure referred to in paragraph 7 our report of e even date to e members of J. Kumar Infraprojects Limited on e accounts of e company for e year ended 31 March 2016 on e basis of such checks as we considered appropriate and according to e information and explanation given to us during e course of our audit, we report at: 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets; (b) (c) As explained to us, fixed assets have been physically verified by e management at regular Intervals, as informed to us no material discrepancies were noticed on such verification. As explained to us, title deeds of all e immovable properties are in e name of e company. 2 (a) As explained to us, inventories have been physically verified during e year by e management at reasonable intervals. The frequency of e verification is reasonable and no material discrepancies were noticed on such verification. 3. According to e information and explanations given to us and on e basis of our examination of e books of account, e Company has not granted any loans, secured or unsecured, to companies, firms or oer parties lied in e regier maintained under Section 189 of e Companies Act, According to e information and explanations given to us and on e basis of our examination of e books of account, e company has not granted Loans, Invements, guarantees and security as per section 185 and 186 of Companies Act, The Company has not accepted any deposits from e public covered under section 73 to 76 of e Companies Act, We have reviewed e co records maintained by e Company pursuant to e Companies (Co Records and Audit) Rules, 2014 prescribed by e Central Government under Section 148 (1) of e Companies Act, 2013, and are of e opinion at e prescribed co records have been maintained. We have, however have not made a detailed examination of e records wi a view to determine wheer ey are accurate or complete however, Co Audit has been prescribed for e company and co audit has been conducted by e Co Auditor. 7. (a) According to e information and explanation given to us and based on e records of e company examined by us, e Company is regular in depositing wi appropriate auorities undisputed atutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, VAT, Service Tax, Excise duty, Cuom duty, Cess and oer atutory dues, as applicable. [50]

54 (b) According to e information and explanation given to us and based on e records of e company examined by us, ere are no dues of Employee Provident Fund, Employee State Insurance Scheme, Income tax, VAT, Service Tax, Excise duty, Cuom duty, etc. which have not been deposited on account of any disputes. As informed to us e Company is having disputed atutory liability as under: Nature of Dues Assessment Year Amount ( ` in lakh) Forum where dispute is pending Income Tax to , CIT (Appeal) Order have been received on 29/03/2016 and orders are partly in favour of e company. The Order Giving Effect to CIT (A) orders is pending wi Assessing Officer. 8. According to e records of e Company examined by us and e information and explanation given to us, e Company has not defaulted in repayment of loans or borrowings to any financial initutions or banks as at balance sheet date. 9. According to e records of e company examined by us and e information and explanation given to us, e company has not raised money by way of initial public offer or furer public offer (including debt inruments) and e money raised by term loan of ` Lakh are applied for e purposes for which ey are raised. 10. During e course of our examination of e books and records of e company, carried out in accordance wi e generally accepted auditing practices in India, and according to e information and explanations given to us, we have neier come across any inance of material fraud on or by e company, noticed or reported during e year, nor have we been informed of any such case by e management. 11. According to e records of e company examined by us, managerial remuneration has been paid or provided in accordance wi e requisite approvals mandated by e provisions of section 197 read wi schedule V of e companies Act. 12. The company is not a Nidhi company hence is clause is not applicable 13. According to e records of e company examined by us and e information and explanation given to us, all transactions wi e related parties are in compliance wi section 177 and 188 of companies Act,2013 and e details have been disclosed in e financial atement as required by applicable accounting andards 14. According to e records of e company examined by us and according to e information and explanation provided to us, e company has made private allotment of shares during e year. The requirement of Section 42 is complied wi and e net proceeds of e issue have been partially utilized towards Working Capital and balance unutilized amount of `17, Lakh inveed in Mutual Funds. 15. According to e records of e company examined by us and e information and explanation given to us, e company has not entered into any non-cash transactions wi directors or persons connected wi him. 16. According to e records of e company examined by us and e information and explanation given to us e company is not required to be regiered under section 45 IA of e Reserve Bank of India Act For Gupta Saharia and Co. Chartered Accountants Firm Reg. No W Place: Mumbai Date: 24 May, 2016 Pawan Gupta Partner Membership No. : [51]

55 ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 8(f) under 'Report on Oer Legal and Regulatory Requirements' of our report of even date) Report on e Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of e Companies Act, 2013 ( e Act ) We have audited e internal financial controls over financial reporting of J. KUMAR INFRAPROJECTS LIMITED ( e Company ) as of March 31, 2016 in conjunction wi our audit of e financial atements of e Company for e year ended on at date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for eablishing and maintaining internal financial controls based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Initute of Chartered Accountants of India. These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to company's policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditors' Responsibility Our responsibility is to express an opinion on e Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (e Guidance Note ) issued by e Initute of Chartered Accountants of India and e Standards on Auditing prescribed under Section 143(10) of e Companies Act, 2013, to e extent applicable to an audit of internal financial controls. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was eablished and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls syem over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an underanding of internal financial controls over financial reporting, assessing e risk at a material weakness exis, and teing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor's judgement, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e Company's internal financial controls syem over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial atements for external purposes in accordance wi generally accepted accounting principles. A company's internal financial control over financial reporting includes ose policies and procedures at (1) pertain to e maintenance of records at, in reasonable detail, accurately and fairly reflect e transactions and dispositions of e assets of e company; (2) provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial atements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorisations of management and directors of e company; and (3) provide reasonable assurance regarding prevention or timely detection of unauorised acquisition, use, or disposition of e company's assets at could have a material effect on e financial atements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, to e be of our information and according to e explanations given to us, e Company has, in all material respects, an adequate internal financial controls syem over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Initute of Chartered Accountants of India. For Gupta Saharia and Co. Chartered Accountants Firm Reg. No W Place: Mumbai Date: 24 May, 2016 [52] Pawan Gupta Partner Membership No. :

56 I. EQUITY AND LIABILITIES Balance Sheet as at Particulars 31 March, 2016 Note No. As at 31 March, 2016 ( ` in lakh) As at 31 March, Shareholders Funds (a) Share Capital 2 3, , (b) Reserves and Surplus 3 124, , Non-Current Liabilities (a) Long-Term Borrowings 4 2, , (b) Deferred Tax Liabilities (Net) 5 1, , (c) Long-Term Provisions Current Liabilities (a) Short-Term Borrowings 7 29, , (b) Trade Payables 11, , (c) Oer Current Liabilities 8 20, , (d) Short-Term Provisions 9 2, , TOTAL 196, , II. ASSETS 1 Non-Current Assets (a) Fixed Assets (i) Tangible Assets 10(i) 42, , (ii) Capital Work-in-Progress 10(ii) 6, , (b) Non-Current Invements 11 17, (c) Oer Non-Current Assets 12 18, , Current Assets (a) Inventories 13 48, , (b) Trade Receivables 14 29, , (c) Cash and Cash Equivalents 15 17, , (d) Short-Term Loans and Advances 16 10, , (e) Oer Current Assets 17 4, , TOTAL 196, , Significant Accounting Policies 1 J. KUMAR INFRAPROJECTS LIMITED The Accompanying Notes are an integral part of e Financial Statements As per our report of even date attached For Gupta Saharia & Co. Chartered Accountants Firm Reg. No W For and on behalf of e Board of Directors of J. Kumar Infraprojects Limited Pawan Gupta Partner Membership No. : Place : Mumbai Date : 24 May, 2016 Jagdishkumar M. Gupta Executive Chairman DIN No. : Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Nalin J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer [53]

57 Statement of Profit and Loss for e year ended 31 March, 2016 (` in lakh) For e For e Particulars Note No. year ended year ended 31 March, March, 2015 I. Revenue From Operations (Gross) , , Less: Excise Duty Revenue From Operations (Net) 140, , II. Oer Income 19 1, , III. Total Revenue (I + II) 142, , IV. Expenses: Co of Raw Materials Consumed 20 83, , Changes in Inventories of Work in Progress 21 5, , Employee Benefits Expense 22 7, , Finance Cos 23 6, , Depreciation and Amortization Expense 10 (i) 5, , Oer Expenses 24 19, , Total Expenses 127, , V Profit Before Tax ( III - IV) 15, , VI Tax Expense: (1) Current Tax 4, , (2) Deferred Tax VII Profit for e Period (V-VI) 10, , VIII Earnings per equity share (Face Value of ` 5/- (P.Y. `10/-) per share fully paid ) 25 (1) Basic ( in `) (2) Diluted (in `) Significant Accounting Policies 1 The Accompanying Notes are an integral part of e Financial Statements As per our report of even date attached For Gupta Saharia & Co. Chartered Accountants Firm Reg. No W For and on behalf of e Board of Directors of J. Kumar Infraprojects Limited Pawan Gupta Partner Membership No. : Place : Mumbai Date : 24 May, 2016 Jagdishkumar M. Gupta Executive Chairman DIN No. : Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Nalin J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer [54]

58 Cash Flow Statement for e year ended 31 March, 2016 (` in lakh) Particulars CASH FLOW FROM OPERATING ACTIVITIES Net Operating Profit before Taxation & Extraordinary Item as per Statement of Profit and Loss 15, , Adjument for: Depreciation 5, , Depreciation and Deffered tax adjued in General Reserve Loss on Sale of Fixed Assets Loss on sale of Invement Intere & Rent Received (1,326.20) (1,228.00) Preliminary Expenses W/off Unrealised Gain Due to Foreign Currency Fluctuation (Net) 0.02 (155.60) Dividend Received (423.99) - Intere & Finance Charges paid 6, , Operating Profit before Working Capital Changes 24, , Adjuments for Changes in Working Capital Inventories 5, , Trade Receivables (9,472.67) (6,886.63) Short Term Loans and Advances (2,436.41) 6, Oer Current Assets (997.09) 1, Oer Non Current Assets (4,415.29) Trade Payable (2,146.19) (4,625.00) Current Liabilities (4,820.77) (9,552.09) Long Term Provision (56.68) Movement in Working Capital Limits (14,114.57) (15,513.62) Cash Generated From Operations 10, , Direct Taxes Refund/ (Paid) - Net (4,347.34) (3,871.78) Net Cash From Operating Activities (A) 6, , CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (5,109.91) (15,474.37) (Increase)/Decrease in Capital Work in Progress (426.42) 11, Purchase of Share - (15.23) Purchase of Mutual Fund (40,750.00) - Sale of Mutual Fund 23, Sale of Share Sale of Fixed Assets FDR wi various Bank (Hypoecated) (995.32) (2,548.04) Intere & Rent Received 1, , Net Cash From Inveing Activities (B) (22,638.50) (5,345.34) CASH FLOW FROM FINANCING ACTIVITIES Dividend Paid (1,551.50) (1,413.87) Issue of Share Capital Increase in Security Premium 40, , Increase/(Decrease) in Long Term Borrowing (7,497.41) (10,114.91) Increase/(Decrease) in Short Term Borrowing (8,647.73) 5, Increase/ (Decrease) in Un-claim Dividend 1.15 (0.95) Intere & Finance Charges Paid (6,105.80) (7,676.30) Net Cash From Financing Activities (C) 17, Net Increase/(Decrease) in Cash and Cash Equivalent (A+B+C) Cash and Cash Equivalent at e Beginnig of e year 1, , Cash and Cash Equivalent at e End of e year (Refer Note 15) 2, , Notes: 1. Cash flow atement has been prepared under e "Indirect meod" as set out in e Accounting Standard 3 2. Previous year's figures have been regrouped/ reclassified wherever applicable. J. KUMAR INFRAPROJECTS LIMITED As per our report of even date attached For Gupta Saharia & Co. Chartered Accountants Firm Reg. No W Pawan Gupta Partner Membership No. : Place : Mumbai Date : 24 May, 2016 [55] Jagdishkumar M. Gupta Executive Chairman DIN No. : For and on behalf of e Board of Directors of J. Kumar Infraprojects Limited Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Nalin J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer

59 Notes forming part of e Financial Statements Note 1 : SIGNIFICANT ACCOUNTING POLICIES 1.1 Corporate Information : J. Kumar Infraprojects Limted (e Company) is a public Limited Company domiciled in India and Incorporated under e provisions of e Companies Act, Its shares are lied on e two ock exchanges in India - BSE and NSE. The Company is engaged in execution of contracts of various infraructure projects including Transportaion Engineering, Irrigation Projects, Civil Conruction and Piling Work etc. 1.2 Basis of preparation of financial atements : The financial atements of J. Kumar Infraprojects Limited (e Company) have been prepared in accordance wi generally accepted accounting principles in India (Indian GAAP) including e accounting andards notified under e relevant provisions of e Companies Act, Furer, e guidance notes/announcements issued by e Initute of Chartered Accountants of India (ICAI) are also considered, wherever applicable except to e extent where compliance wi oer atutory promulgations viz. SEBI guidelines override e same requiring a different treatment. The financial atements have been prepared under e hiorical co convention, on accrual basis, on e principles of going concern. The accounting policies have been consiently applied by e Company and are consient wi ose used in e previous year. 1.3 Financial Statements - Presentation and Disclosures : The Balance Sheet and e Statement of Profit and Loss are prepared and presented in e format prescribed in e Schedule III of e Companies Act, 2013 ( e Act ). The Cash Flow Statement has been prepared and presented as per e requirements of Accounting Standard (AS) 3 Cash Flow Statements. The disclosure requirements wi respect to items in e Balance Sheet and Statement of Profit and Loss, as prescribed in e Revised Schedule III of e Act, are presented by way of notes forming part of accounts along wi e oer notes required to be disclosed under e notified Accounting Standards and e Liing Agreement. 1.4 Use of Eimates : The preparation and presentation of financial atements requires eimates and assumptions to be made at affect e reported amount of assets and liabilities and disclosures of contingent liabilities as on date of e financial atements and reported amount of revenue and expenses during e reporting period. Alough ese eimates are based on e management s be knowledge of current events and actions, uncertainty about ese assumptions and eimates could result in e outcomes requiring a material adjument to e carrying amounts of assets and liabilities in future periods. Difference between e actual results and eimates is recognised in e period in which e results are known / materialized. 1.5 Revenue Recognition: Revenue is recognized to e extent at it is probable at e economic benefits will flow to e Company and e revenue can be reliably measured. The Company follows e percentage completion meod as mentioned in Revised Accounting Standard (AS) 7 Conruction Contracts on e basis of physical measurement of work actually completed at e balance sheet date, taking into account e contractual price and revision ereto by eimating total revenue and total co till completion of e contract and profit so determined has been accounted for proportionate to e percentage of actual work done. Claims are accounted as income in e year of receipt of arbitration award or acceptance by client or evidence of acceptance received. Intere income is recognised on a time proportion basis taking into account e amount outanding and e rate applicable. Dividend is recognized as and when e right to receive payment is eablished by e Balance Sheet date. 1.6 Fixed Assets: (i) Tangible Assets Co comprises co of acquisition or conruction of assets (excluding revalued assets) less accumulated depriciation and impairment losses if any including borrowing cos attributable to bringing e assets to eir intended use. [56]

60 Notes forming part of e Financial Statements J. KUMAR INFRAPROJECTS LIMITED (ii) Capital Work in Progress 1.7 Depreciation: Tangible assets under inallation or under conruction as at balance sheet date are shown as Capital work-in-progress. Depreciation is provided based on useful life of e assets as prescribed in Schedule II of e Companies Act, Depreciation is provided prorata to e period of use on all additions during e year except addition below ` 5,000/- which are depreciated at e rate of 100% in e year of purchase. Depreciation on assets sold, discarded or demolished during e year is being provided at eir respective rates on pro-rata up to e date on which such assets are sold, discarded or demolished. 1.8 Impairment of Assets: The Company assesses at each reporting date wheer ere is an indication at an asset may be impaired as per AS - 28 on Impairment of Assets. If any indication exis, or when annual impairment teing for an asset is required, e Company eimates e asset s recoverable amount. An asset s recoverable amount is e higher of an asset s or cash-generating unit s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless e asset does not generate cash inflows at are largely independent of ose from oer assets or groups of assets. Where e carrying amount of an asset or CGU exceeds its recoverable amount, e asset is considered impaired and is written down to its recoverable amount. In assessing value in use, e eimated future cash flows are discounted to eir present value using a pre-tax discount rate at reflects current market assessments of e time value of money and e risks specific to e asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses are recognised in atement of profit or loss. During e year no assets were impaired. 1.9 Valuation of Inventories: Inventories are valued as follows: Raw materials, components, ores and spares: Raw materials, components, ores and spares are valued at lower of co or net realisable value. Co is determined on a FIFO basis and includes all applicable duties and taxes. Contract work-in-progress: Cos incurred at relate to future activities on e contract are recognised as contract work-in-progress. Contract work-inprogress comprises of conruction co and oer directly attributable overhead valued at co Invements: Invements, which are readily realisable and intended to be held for not more an one year from e date on which such invements are made, are classified as current invements. All oer invements are classified as long-term invements. On initial recognition, all invements are measured at co. The co comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties etc.if an invement is acquired, or partly acquired, by e issue of shares or oer securities, e acquisition co is e fair value of e securities issued. If an invement is acquired in exchange for anoer asset, e acquisition is determined by reference to e fair value of e asset given up or by reference to e fair value of e invement acquired, whichever is more clearly evident.however, all e invements are aquired in exchange of monetary assets. Long term invements are carried at co. However, provision for diminution in value is made to recognise a decline oer an temporary in nature in e value of e invements. On disposal of an invement, e difference between its carrying amount and net disposal proceeds is charged or credited to e atement of profit and loss Accounting for Taxes on Income : Tax expense comrises bo current and deferred tax. Current tax is measured at e amount expected to be paid to / recovered from e tax auorities, using e applicable effective tax rates. Deferred tax assets and liabilities are recognised for future tax consequences attributable to timing differences between taxable income and accounting income at are capable of reversal in one or more subsequent periods and are [57]

61 Notes forming part of e Financial Statements measured using relevant enacted or subantively enacted effective tax rate as on e balance sheet date, to e extent e timing differences are expected to cryallise. Deferred tax assets are reviewed for e appropriateness of eir respective carrying values at each balance sheet date. e company reaseesses recognised deferred tax assets and liabilities and recognises inrecognised deferred tax assets to e extent ey become reasonably certain or virtually certain of realisation, as e case may be Foreign Currency Translations : i) Initial recognition : Foreign currency transaction are recorded in e reporting currency, by applying to e foreign currency amount e exchange rate between e reporting currency and e foreign currency at e date of transaction. ii) iii) Conversion : Foreign currency monetary items are reported using e closing rate. Non-monetary items which are carried in terms of hiorical co denominated in a foreign currency are reported using e exchange rate at e date of e transaction; and non-monetary items which are carried at fair value or oer similar valuation denominated in a foreign currency are reported using e exchange rates at exied when e values were determined. Non -monetarry assets are carried at fair value. Exchange differences : Exchange differences arising on e settlement of monetary items or on reporting company s monetary items at rates different from ose at which ey were initially recorded during e year, or reported in previous financial atements, are recognised as income or as expenses in e year in which ey arise. Exchange difference arising on long term foreign currency monetory items related to acquisition of fixed assets are added / deducted from e co of asset Borrowing Co : Borrowing co includes intere, amortization of ancillary cos incurred in connection wi e arrangement of borrowings and exchange differences arising from foreign currency borrowings to e extent ey are regarded as an adjument to e intere co. Borrowing cos directly attributable to e acquisition, conruction or production of an asset at necessarily takes a subantial period of time to get ready for its intended use are capitalized as part of e co of e respective asset. All oer borrowing cos are expensed in e period ey occur Earnings Per Share : Basic earnings per share are calculated by dividing e net profit or loss for e year attributable to equity shareholders by e weighted average number of equity shares outanding during e year. The weighted average number of equity shares outanding during e year is adjued for events of bonus issue; bonus element in a rights issue, share split; and reverse share split (consolidation of shares). For e purpose of calculating diluted earnings per share, e net profit or loss for e period attributable to equity shareholders and e weighted average number of shares outanding during e period are adjued for e effects of all dilutive potential equity shares Provisions : Provisions are recognised when e Company has a present obligation, as a result of pa events, for which it is probable at an outflow of economic benefits will be required to settle e obligation and a reliable eimate can be made for e amount of e obligation. Provisions are not discounted to eir present values and are determined based on be eimate required to settle e obligation at e balance sheet date. These are reviewed at each balance sheet date and adjued to reflect e current be eimates Contingent Liabilities and Contingent Assets : A contingent liability is a possible obligation at arises from pa events whose exience will be confirmed by e occurrence or non-occurrence of one or more uncertain future events beyond e control of e company or a present obligation at is not recognized because it is not probable at an outflow of resources will be required to settle e obligation. A contingent liability also arises in extremely rare cases where ere is a liability at cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its exience in e financial atements. Contingent assets are neier recognized nor disclosed in e financial atements. [58]

62 Notes forming part of e Financial Statements 1.17 Segmental Reporting : As e Management information syem of e Company recognises and monitors Conruction as e only business segment, e accounting andards Segmental Reporting does not apply Operating Lease : Leases where e lessor effectively retains subantially all e risks and benefits of ownership of e leased term, are classified as operating leases. Operating lease payments are recognized as an expense in e atement of profit and loss on a raight-line basis over e lease term Retirement and oer employee benefits : J. KUMAR INFRAPROJECTS LIMITED i) Retirement benefit in e form of Provident Fund is a defined contribution scheme. The contributions are charged to e atement of profit and loss of e year when e contributions are due. The company has no obligation oer an e contribution payable to e provident fund. ii) iii) Gratuity liability is defined benefit obligation and is provided for on e basis of an actuarial valuation on projected unit credit meod made at e end of each financial year. Actuarial gains/losses are immediately taken to e atement of profit and loss and are not deferred Accounting for interes in Joint Ventures : Interes in joint ventures are accounted as follows: Form of joint venture Jointly controlled entities Unincorporated joint ventures: Company s share in profits or losses of unincorporated joint ventures is accounted for on determination of e profits or losses by e joint ventureres. In respect of contracts executed in integrated joint venture under profit sharing arrangements, net invement in e joint venture is reflected as Current Assets Cash and cash equivalents : Cash and cash equivalents for purpose of e cash flow atements comprise cash at bank and in hand and short term invements wi an original maturity of ree mons or less Forward Exchange Contract The company has used forward cover contracts to hedge its exposure to e movements in foreign currency exchange rates. Such forward covers are used to reduce e risk which may result from foreign rates fluctuations, and is not used by e company for trading or speculation purposes. Buyers' Credit is not hedged by e Company as its exposure to e movements in foreign currency exchange rates is adjued again inflows Cash Flow Statement : Cash Flow Statement is prepared segregating e cash flows from operating, inveing and financing activities. Cash flow from operating activities is reported using indirect meod. Under e indirect meod, e net profit is adjued for e effects of : i) Transactions of a non-cash nature ii) Any deferrals or accruals of pa or future operating cash receipts or payments and iii) Items of income or expense associated wi inveing or financing cash flows Cash and cash equivalents (including bank balances) are reflected as such in e Cash Flow Statement. Those cash and cash equivalents which are not available for general use as on e date of Balance Sheet are also included under is category wi a specific disclosure. [59]

63 Notes forming part of e Financial Statements NOTE 2 : SHARE CAPITAL 2(a) Share Capital Auorised, Issued, Subscribed and Paid up: Auorised Particulars As at 31 March, 2016 As at 31 March, 2015 Number ` in lakh Number ` in lakh Equity Shares of ` 5/- each ( P. Y. ` 10/- each) 80,000,000 4, ,000,000 4, Issued, Subscribed & Fully Paid up Equity Shares of ` 5/- each ( P. Y. ` 10/- each) 75,665,506 3, ,226,205 3, Fully paid up (refer foot note no. 2(b)) Total 75,665,506 3, ,226,205 3, (b) The company has only one class of shares referred to as Equity Shares having a face value of ` 5/-* each (P.Y. `10/-). resulting to increase in number of Equity shares from 3,78,32,753 of ` 10/- each to Equity Shares 7,56,65,506 of ` 5/- each. Each Equity share is entitled to one vote per share held. The dividend proposed by e Board of Directors is subject to e approval of e Shareholders in e ensuring Annual General Meeting. * Board of Directors at eir Meeting held on 28 June, 2015 had approved e sub-division of each Equity Share of face value of `10/- (Rupees Ten Only) of e Company into 2 (Two) Equity Shares of face value of ` 5/- (Rupees Five Only) furer e Members of e Company have approved e said sub-division at e 16 Annual General Meeting on 15 September, The record date for e spilt of share 11 December, (c) The company has not issued any bonus shares during e la five years immediately preceeding e balance sheet date. 2(d) In e event of liquidation of e Company, e holders of equity shares will be entitled to receive remaining assets of e company, after disribution of all preferential amounts. The diribution will be in proportion to e number of equity shares held by e shareholders. 2(e) During e year, e Company has issued and allotted 56,06,548 (Previous Year 44,25,000) Equity Shares having a face value of ` 10/- each at a premium of ` (Previous Year ` ) per share to e Qualified Initutional Inveors rank Pari Passu wi exiing Equity Shares including rights in respect of dividends. 2(f) The reconciliation of number of shares outanding is set out below : Equity Shares Particulars As at 31 March, 2016 Equity Shares As at 31 March, 2015 Number ` in lakh Number ` in lakh Shares outanding at e beginning of e year * 64,452,410 3, ,801,205 2, Shares issued during e year 11,213, ,425, Shares outanding at e end of e year 75,665,506 3, ,226,205 3, * Board of Directors at eir Meeting held on 28 June, 2015 had approved e sub-division of each Equity Share of face value of `10/- (Rupees Ten Only) of e Company into 2 (Two) Equity Shares of face value of ` 5/- (Rupees Five Only) furer e Members of e Company have approved e said sub-division at e 16 Annual General Meeting on 15 September, The record date for e spilt of share 11 December, (g) Shareholders holding more an 5% of e equity shares at e end of e year: Name of Shareholder Equity Shares Equity Shares As at 31 March, 2016 As at 31 March, 2015 No. of Shares held % of Holding No. of Shares held % of Holding Jagdishkumar M. Gupta 10,783, % 5,391, % J. Kumar Software Syems (I) Private Limited 6,591, % 3,295, % Smallcap World Fund, Inc. 4,092, % 1,780, % [60]

64 Notes forming part of e Financial Statements NOTE 3 : RESERVES AND SURPLUS ( ` in lakh) Particulars J. KUMAR INFRAPROJECTS LIMITED As at As at 31 March, March, 2015 a. Securities Premium Account Opening Balance 28, , Add : Additions during e year (Refer Foot Note 3.1) 40, , Closing Balance 68, , b. General Reserve Opening Balance 6, , Less : Depreciation as per Schedule II ( Refer Note 47) Add : Deferred Tax ( Refer Note 47) Add : Transfer during e year ( Refer Note 38) 1, Closing Balance 7, , c. Surplus as per Statement of Profit and Loss Opening Balance 40, , Add : Profit for e current year 10, , Amount available for appropriation 50, , Less : Appropriation Transfer to General Reserve ( Refer Note 38) 1, Dividend Paid ( Refer Foot Note 3.2 ) Proposed Dividend ( Refer Foot Note 3.3 ) 1, , Dividend Diribution Tax on Proposed Dividend Closing Balance 48, , Total 124, , During e year, e Company has issued and allotted 56,06,548 (Previous Year 44,25,000) Equity Shares having a face value of `10/- each at premium of ` (Previous Year ` ) per share to e Qualified Initutional Inveors rank Pari Passu wi exiing Equity Shares including rights in respect of dividends. 3.2 During e previous year e company has paid dividend of ` 3.75 per equity shares issued on additional 44,25,000 euity shares issued on rd 23 July, 2014 and alloted after balance sheet date but before book closure date i.e. 6 September, The Directors recommended payment of final dividend of `2/- per equity share of ` 5/- on each of e number of shares outanding as on e record date. NOTE 4 : LONG TERM BORROWINGS ( ` in lakh) Particulars Non - Current Portions Current Maturity As at As at As at As at 31 March, March, March, March, 2015 Secured Term Loans External Commercial Borrowings (ECB) from banks , , , Buyers Credit (Unhedged) (Refer Note 44) 1, , , , Oers Borrowings Total 2, , , , ECB Loan of USD 10 Million from Standard Chartered Bank bearing intere rate ranging from 8.48% p.a. to 11.95% p.a. on fully hedged. The loans are repayable in 4 years in quarterely inalments from e respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypoecation of Plant & Machinery and personal guarantee of Mr. Jagdishkumar M. Gupta and Mr. Nalin J. Gupta. ECB Loan of USD 7.90 Million from Standard Chartered Bank bearing intere rate ranging from 12.60% p.a. to 12.70% p.a. on fully [61]

65 Notes forming part of e Financial Statements hedged. The loans are repayable in 5 years in quarterely inalments from e respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypoecation of Plant & Machinery and personal guarantee of Mr. Jagdishkumar M.Gupta and Mr. Nalin J. Gupta. Buyers Credit of USD Million from Union Bank of India, Vijaya Bank, Standard Chartered Bank, Bank of Maharashtra and Dena Bank bearing intere rate ranging from 2.00% p.a. to 3.35% p.a. unhedged. The loans are repayable in 3 Years in Quarterly inallment from e respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypoecation of Plant & Machinery and personal guarantee of of Mr. Jagdishkumar M.Gupta and Mr. Nalin J. Gupta. Oer term Loans includes loan from HDFC Bank bearing intere rate ranging from 9.30% p.a. to 11% p.a. The loans are repayable in 36 mons to 48 mons in equal monly inalments from e respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypoecation of Plant & Machinery and personal guarantee of Mr. Jagdishkumar M.Gupta. Oer term Loans includes loan from ICICI Bank bearing intere rate ranging from 8.45% p.a. to 10.59% p.a. The loans are repayable in 29 mons to 48 mons in equal monly inalments from e respective dates of disbursement of loans. The above loans are secured by hypoecation of Plant & Machinery. NOTE 5 : DEFERRED TAX LIABILITY ( ` in lakh) Particulars As at As at 31 March, March, 2015 Related to Fixed Assets Opening Balance 1, Less : Adjued in General Reserve (Refer Note 47) Addittion during e year (Refer Note 28) Total 1, , NOTE 6 : LONG TERM PROVISIONS ( ` in lakh) Particulars As at As at 31 March, March, 2015 Provision for employee benefits Gratuity (Funded) (Refer Note 30) Total NOTE 7 : SHORT TERM BORROWINGS ( ` in lakh) Particulars As at As at 31 March, March, 2015 Secured Loan repayable on Demand from Banks Working Capital Loans From Consortium of Banks (Refer Foot Note 7.1) 25, , Overdraft facility (Refer Foot Note 7.2) 4, , Overdaft facility again Earne Money Deposit (Refer Foot Note 7.3) Total 29, , Working Capital Loan (Cash Credit ) from banks under consortium limit is secured again hypoecation of ock and book debts, details of security and limits (Refer Note 31 and 32).The intere rate ranging from 10.75% p.a. to % p.a. 7.2 Overdraft facility from banks secured again Fixed Deposit receipts and are personal guarantee of promoter Directors. The intere rate ranging from 8% p.a. to 10.05% p.a. 7.3 Overdraft facility again Earne Money Deposit (EMD) wiin Guarantee limit and details of security (Refer Note 31).The intere rate is 11.70% p.a. and repayable wiin 6 mons from e date of disbursement [62]

66 Notes forming part of e Financial Statements NOTE 8 : OTHER CURRENT LIABILITIES ( ` in lakh) Particulars As at As at 31 March, March, 2015 NOTE 9 : SHORT TERM PROVISIONS ( ` in lakh) Particulars J. KUMAR INFRAPROJECTS LIMITED (a) Current Maturities of Long Term Borrowings 3, , (b) Oer Payables i) Security Deposits 9, , ii) Unclaimed Dividend iii) Salary and Employee Benefits iv) Oer Liabilities 6, , v) Duties and Taxes Total 20, , As at As at 31 March, March, 2015 i) Proposed Dividend ( ` 2/- per share on F.V. `5/- each, p.y. ` 4/- per share on F.V. `10/- each) 1, , ii) Dividend Diribution Tax on Proposed Dividend iii) Provision for Income Tax & Weal Tax (Net of Advance Tax) Total 2, , NOTE 10 : FIXED ASSETS (i) Tangible Assets (At Co) (Refer note 47) (Owned unless ated oerwise) Name of Assets Gross Block As on Deductions / As on As on Additions Adjument For e year Depreciation Upto Deductions Adjuments Net Block As on ( ` in lakh) As on Land and Building 1, , , , Computers Furniture & Fixtures 1, , Plant & Machinery 55, , , , , , , , Vehicles 1, , Total 60, , , , , , , , Previous Year 45, , , , , , , (ii) Capital Work In Progress (At Co) Name of Asset As on Transferred to Fixed Asset Addition During e year ( ` in lakh) As on Capital WIP 6, , Previous Year 17, , , [63]

67 Notes forming part of e Financial Statements NOTE 11 : NON CURRENT INVESTMENTS (at co unless oerwise specified) TRADE INVESTMENTS NOTE 12 : OTHER NON CURRENT ASSETS Particulars [64] ( ` in lakh) As at As at 31 March, March, 2015 QUOTED Invement in Equity Shares KDJ Holidayscapes and Resorts Limited (2,34,500 (P.Y. 2,34,500) Equity Shares of ` 10/- each, market value ` 7.84 (P.Y. ` 15.75) per share ) Indian Infotech and Software Ltd (1,00,000 (P.Y. 1,00,000) Equity Shares of ` 10/- each, market value ` 0.16 (P.Y ) per share) Invement in Mutual Fund HDFC Arbitrage Fund - Wholesale Plan - Normal Dividend - Regular Plan 12, (11,55,86, ( P.Y. Nil ), market value `10.44 (P.Y. Nil ) per unit) Birla Sun Life Cash Manager - Grow - Regular Plan 2, (6,95, ( P.Y. Nil ), market value ` (P.Y. Nil ) per unit) DSP Black Rock Money Manager Fund - Regular - Daily Dividend (75,57, ( P.Y. Nil ), market value ` (P.Y. Nil ) per unit) DSP Black Rock ultra Short Term Fund - Direct Plan - Daily Dividend 2, (2,50, ( P.Y. Nil ), market value `1, (P.Y. Nil ) per unit) HDFC Infraructure Fund Grow (20,000 (P.Y. 20,000), Market Value ` (P.Y. ` 16.71) per unit ) UNQUOTED Kisan Vikas Patra (15 Nos. (P.Y. 15 Nos.) Certificates of ` 50,000/- each) Total 17, Particulars ( ` in lakh) As at As at 31 March, March, 2015 (a) Aggregate amount of quoted invements and market value ereof; Book Value 17, Market Value 17, (b) Aggregate amount of unquoted invements; Book Value (c) Aggregate provision for diminution in value of invements - - ( ` in lakh) Particulars As at As at 31 March, March, 2015 Security Deposits 14, , Oer Deposits 3, , Total 18, ,557.90

68 Notes forming part of e Financial Statements NOTE 13 : INVENTORIES Particulars ( ` in lakh) As at As at 31 March, March, 2015 a. Raw Materials and components (Valued at Co or Market Price whichever is less) 14, , b. Work-in-progress (Valued at Co ) 34, , Total 48, , NOTE 14 : TRADE RECEIVABLES ( ` in lakh) Particulars J. KUMAR INFRAPROJECTS LIMITED As at As at 31 March, March, 2015 a. Aggregate amount of Trade Receivables outanding for a period more an six mons from e date ey are due for payment Unsecured, considered good b. Unsecured, considered good, oer an (a) above 28, , Total 29, , NOTE 15 : CASH AND BANK BALANCES ( ` in lakh) Particulars As at As at 31 March, March, 2015 Cash and Cash Equivalents Cash on hand Balance wi Banks Current Accounts 2, , Sub Total 2, , Oer Bank Balances Un - Claimed Dividend Fixed Deposit Receipts (FDR) wi various banks- ( Lien Marked ) a) Margin money again Bank Guarantees and Oers 8, , b) Margin money again Overdraft Facility 5, , c) Margin money again Earne Money Deposit d) Margin money for Working Capital facility e) Wi auorities Sub Total 14, , Total 17, , NOTE 16 : SHORT TERM LOANS AND ADVANCES ( ` in lakh) Particulars As at As at 31 March, March, 2015 Oers (mention wheer secured, considered good) Advances recoverable in Cash or in Kind or for a value to be received 10, , Total 10, , [65]

69 Notes forming part of e Financial Statements NOTE 17 : OTHER CURRENT ASSETS ( ` in lakh) Particulars As at As at 31 March, March, 2015 Accrued Intere on Fixed Deposits 1, , Duties and Taxes 2, , Oer Current Assets Total 4, , NOTE 18 : REVENUE FROM OPERATIONS ( ` in lakh) Particulars Contract Revenue (Refer Note 29) 132, , Income from Boring and Chiseling 2, , Sales - Ready Mix Concrete 4, , Profit from Joint Venture (Refer Note 33(II) ) 1, , Total 140, , NOTE 19 : OTHER INCOME ( ` in lakh) Particulars Dividend Received Intere on FDR 1, , Intere Received from Oers License fees (Refer Note 40(b)) Miscellaneous Income Total 1, , NOTE 20 : COST OF RAW MATERIALS CONSUMED ( ` in lakh) Particulars Inventory at e beginning of e year 14, , Add: Purchases during e Year 82, , , , Less: Inventory at e end of e year 14, , Total 83, , NOTE 21 : CHANGES IN INVENTORIES OF WORK IN PROGRESS ( ` in lakh) Particulars (Increase) / Decrease in Stock of Work-In-Progress Work in Progress at e beginning of e Year 39, , Less : Work in Progress at e end of e Year 34, , Total 5, , [66]

70 Notes forming part of e Financial Statements NOTE 22 : EMPLOYEE BENEFIT EXPENSES ( ` in lakh) Particulars Salary, Bonus & Gratuity 7, , Leave Encashment Provident Fund & Oer Fund Staff Welfare Total 7, , NOTE 23 : FINANCE COSTS ( ` in lakh) Particulars Bank Guarantee Commission and L.C. Charges Bank Intere 4, , Intere on Term Loan Financial and Oer Charges Total 6, , NOTE 24 : OTHER EXPENSES ( ` in lakh) Particulars Oer Direct Expenses Dewatering & Fabrication Charges Royalty Soil Excavation and Oer Expenses Water Charges Conruction Site Workers Wages and Oers 7, , Transport Charges 2, , Sub Total 10, , Adminiration, Selling & Oer Expenses Auditor Remuneration (Refer Foot Note 24.1) Insurance Directors Remuneration (Refer Note 27) Directors Sitting Fees Donation Electricity Charges , General Expenses 1, Operating & Oer Expenses 3, , Corporate Social Responsibility (CSR) Expenses Preliminary Expenses w/off Rates & Taxes Rent Paid ( Refer Note 40(a) ) Repairs & Maintaenance - Plant & Machinary Oers Telephone Expenses Traveling Expenses Sub Total 8, , Total 19, , [67] J. KUMAR INFRAPROJECTS LIMITED

71 Notes forming part of e Financial Statements 24.1: Auditor Remuneration ( ` in lakh) Particulars Audit Fees Taxation matter For certification and oer Services Total NOTE 25 : EARNINGS PER SHARE (EPS) Particulars Nominal Value per Equity share (refer note no. 49)* Weighed Average no. of equity shares outanding during e year * 69,183,409 59,530,356 PAT for e purpose of EPS ( ` in lakh) 10, , EPS (Basic & Diluted) (in `)* * Refer note 49 and previous year figures reated in view of split of shares. 26 Disclouser required pursuant to Accounting Standard - 28 "Impairment of Assets" The Compamy has carried out imparment te on its fixed assets as on e date of Balance Sheet and e Management is of e opinion at ere is no asset for which provision for impairment is required to be made as per Accounting Standard - 28 on Impairement of Assets. 27 Directors Remuneration: ( `in lakh) Particulars Mr. Jagdishkumar M. Gupta Mr. Kamal J. Gupta Mr. Nalin J. Gupta Total Disclosure required pursuant to Accounting Standard 22 Accounting for Taxes on Income Deferred Tax Liabilities arise during e year Particulars [68] ( ` in lakh) Due to difference in Depreciation Net Deferred Tax Liabilities Adjued in General Reserve - (15.25) Balance Carried Forward to Balance Sheet Charge to Statement of Profit and Loss Disclosure required pursuant to Accounting Standard 7 Conruction Contract ( ` in lakh) Particulars Amount of contract revenue recognized as revenue in e period 132, , Contract co incurred and recognized Profits (less recognized losses) up to e reporting date 99, , Advances received from cuomer for contract work 4, , Amount of Retention 14, , Gross amount due from cuomer for contract work 28, ,362.24

72 Notes forming part of e Financial Statements 30 Disclosure required pursuant to Accounting Standard 15 Employee Benefits (Revised) The Companies defined benefit plan consis of gratuity as per e Gratuity Act, Disclosure required as per Accounting Standard 15 in respect of defined benefit plan is as under:- (` in lakh) Accounting Disclosures Statement GRATUITY GRATUITY Period of accounting to to Assumptions as at I. Mortality IALM( )Ult IALM( )Ult II. III. IV. Intere / Discount Rate 7.77% 7.77% Rate of increase in compensation 10.00% 10.00% Rate of return (expected) on plan assets 9.00% 9.00% Employee Attrition Rate (Pa Service (PS)) PS: 0 to 40: 30% PS: 0 to 40: 30% Expected average remaining service Changes in present value of obligations PVO at beginning of period Intere co Current Service Co Pa Service Co- (non veed benefits) - - Pa Service Co -(veed benefits) - - Benefits Paid (14.75) (15.68) Actuarial Gain/(Loss) on obligation (8.23) (19.50) PVO at end of period Changes in fair value of plan assets Fair Value of Plan Assets at beginning of period Adjument to opening balance (1.48) - Expected Return on Plan Assets Contributions Benefit Paid (14.75) (15.68) Actuarial Gain/(Loss) on plan assets (1.01) (0.24) Fair Value of Plan Assets at end of period Fair Value of Plan Assets Fair Value of Plan Assets at beginning of period Adjument to opening balance (1.48) - Actual Return on Plan Assets Contributions Benefit Paid (14.75) (15.68) Fair Value of Plan Assets at end of period Funded Status (including unrecognised pa service co) (73.44) (123.33) Excess of actual over eimated return on Plan Assets (1.01) (0.24) V. Experience Hiory (Gain)/Loss on obligation due to change in Assumption Experience (Gain)/Loss on obligation (11.70) (21.43) Actuarial Gain/(Loss) on plan assets (1.01) (0.24) VI. J. KUMAR INFRAPROJECTS LIMITED Actuarial Gain/(Loss) Recognised Actuarial Gain/(Loss) for e period (Obligation) Actuarial Gain/(Loss) for e period (Plan Assets) (1.01) (0.24) Total Gain/(Loss) for e period Actuarial Gain/(Loss) recognized for e period Unrecognized Actuarial Gain/(Loss) at end of period - - [69]

73 Notes forming part of e Financial Statements ( ` in lakh) VII. Pa Service Co Recognised Pa Service Co- (non veed benefits) - - Pa Service Co -(veed benefits) - - Average remaining future service till veing of e benefit - - Recognised Pa service Co- non veed benefits - - Recognised Pa service Co- veed benefits - - Unrecognised Pa Service Co- non veed benefits - - VIII. Amounts to be recognized in e balance sheet and Statement of profit and Loss PVO at end of period Fair Value of Plan Assets at end of period Funded Status (73.44) (123.33) Unrecognized Actuarial Gain/(Loss) - - Unrecognised Pa Service Co- non veed benefits - - Net Asset/(Liability) recognized in e balance sheet (73.44) (123.33) IX X Expense recognized in e Statement of Profit and Loss Current Service Co Intere co Pa Service Co- (non veed benefits) - - Pa Service Co -(veed benefits) - - Unrecognised Pa Service Co- non veed benefits - - Expected Return on Plan Assets (21.16) (13.96) Net Actuarial (Gain)/Loss recognized for e period (7.22) (19.27) Expense recognized in e Statement of Profit and Loss Movements in e Liability recognized in Balance Sheet Opening Net Liability Adjument to opening balance Expenses as above Contribution paid (152.80) (13.12) Closing Net Liability XI Schedule III of The Companies Act, 2013 Current Liabilty Non Current Liabilty [70]

74 Notes forming part of e Financial Statements 31 Working Capital Limits: The Company has availed Working Capital Facilities again hypoecation of Stock and Book Debt under Bank of India Lead Consortium Arrangement, The details of credit facilities & Security Structure are as follows : Particulars Fund based - Cash Credit Working Capital Facilities ` 36,500 lakh (fungible wi Non Fund based limit of ` 2,000 lakh) Non Fund based - BG/ LC Limit ` 100,000 lakh (fungible wi Fund based limit of ` 2,000 lakh) Primary Security Collateral Security a) Pari Passu fir charge on entire Current Assets of e Company excluding Current assets related to DMRC projects (i.e. CC - 20 and CC - 24) b) Non Fund Based: 5% Margin by way of Cash / FDR for bo Performance and Financial Guarantees. a) Pari Passu fir charge by way of Legal mortgage of open plot situated at survey no.144, H. No. Nil at village Chene, Taluka & Dirict Thane belongs to Mr. Jagdishkumar M. Gupta. b) Pari Passu fir charge by way of Legal mortgage of unit no.14, in Andheri Indurial Eate C.H.S. in Amboli, Andheri (W), Mumbai belongs to J. Kumar & Co. c) Pari Passu fir charge by way of hypoecation of unencumbered plant & machinery exiing and future (Exclusively fixed assets related to DMRC Projects ( i.e. CC-20 and CC-24 )) d) Pari Passu fir charge by way of pledge of 80 lakh equity shares of ` 5/- fully paid up of company s shares from promoter s holding. e) Exclusive charge Pledge of TDR for ` 0.35 Crore. Guarantors Personal guarantee of Directors Jagdishkumar M. Gupta, Kamal J. Gupta, Nalin J. Gupta, Kusum J. Gupta (Received approval for widrawal of personal guarantee from Lead Bank) and J. Kumar & Co. (Proprietary concern of Jagdishkumar M. Gupta) Outanding as on ` 16, lakh 32 Oer facilities provided by Bank The Company has availed Working Capital and Term Loans facilities for Execution of DMRC Projects i.e. CC- 20 and CC- 24, under Yes Bank Lead Consortium Arrangement, The details of credit facilities & Security Structure are as follows : Particulars Fund based - Cash Credit ` 10,500 lakh Non Fund based - BG/ LC Limit ` 32,500 lakh Term Loan / LC - Buyers' Credit (BC) ` 17,000 lakh Term Loan - ECB Primary Security Collateral Security - Personal Guarantee `. 5,000 lakh Outanding Cash Credit as on ` 8, lakh Term Loan as on ` 5, lakh J. KUMAR INFRAPROJECTS LIMITED Working Capital Facilities a) Fund / Non Fund based - Pari Passu fir charge on Current Assets related to DMRC Projects i.e (CC-20) and (CC-24). b)term Loan (LC/BC/ECB) - Pari Passu fir charge on Present and Future Fixed Assets related to DMRC Projects i.e (CC-20) and (CC-24). Personal Guarantee of Directors Mr. Jagdishkumar M. Gupta and Mr. Nalin J. Gupta [71]

75 Notes forming part of e Financial Statements 33 Disclosure required pursuant to Accounting Standards 18 Related Party Disclosure I. Relationships Proprietary Concern Joint Venture Key Managerial Personnel J. Kumar & Co. J. Kumar Infraprojects Limited & Chirag Conruction Co. (J.V.) Goldline Advertiser Goldline Business Center J. Kumar - Chirag Babulal (Consortium) J. Kumar - Chirag -Navdeep (Consortium) J. Kumar - Chirag - API (Consortium) NCC - J. Kumar (J.V.) Ameya J. Kumar Conruction ( J.V.) Shiva Engineering Con. & J.Kumar (J.V.) J Kumar - RPS (J.V.) J Kumar - Mukesh Broers (J.V.) J Kumar - RK- Indra (Consortium) J Kumar - PBA (J.V.) J Kumar - CRTG (J.V.) J kumar - KR (J.V.) Jagdishkumar M. Gupta (Excecutive Chairman) Kamal J. Gupta (Managing Director) Nalin J. Gupta (Managing Director) Relative of Key Managerial Personnel Kusum J. Gupta Sonal K. Gupta Shalini N. Gupta Goldline Sound Studio J. Kumar - Chirag - JEKIN (Consortium) Arvind Gupta Govind Dabriwal (Chief Financial Officer ) Supreme - J. Kumar (J.V.) J Kumar - J.M. Mhatre (J.V.) NCC - J. Kumar - SMC (J.V.) J.Kumar - Speco (J.V.) J.Kumar - Supreme (J.V.) Poornima Reddy (Company Secretary) Group Company J. Kumar Software Syems (India) Private Limited J. Kumar Minerals & Mines (India) Private Limited J. Kumar Developers Limited [72]

76 Notes forming part of e Financial Statements II. The Related party transactions are detailed as required by AS-18 are as under: ( ` in lakh) Key Relative of Key Proprietary Joint Group Particulars Managerial Managerial Concern Venture Company Personnel Personnel Remuneration Paid Rent Paid Contract Revenue - 46, Dividend Paid Profit from JV - 1, Sub Contract given Capital Work in Progress , Details of Invement purchased and redeemed during e year : S. No. Particulars Opening Balance as on No. of units / shares ` in Lakh No. of units / shares Purchased during e year No. of units / shares 1 HDFC Infraructure Fund 20, , Kishan Vikas Patra Indian Infotech & Software Ltd. 100, , KDJ Holidayscapes and 234, , Resorts Ltd. 5 Reliance Medium Term Fund - Daily Direct Dividend Plan - - 4,408, ,408, dividend Reinvement 6 UTI - Treasury Advantage Fund - Initutional Plan - Daily - - 1,000, , ,000, , Dividend Reinvement 7 HDFC Cash Management Fund - Saving Plan Daily Dividend , , , , Reinvement 8 HDFC Arbitrage Fund - Wholesale Plan ,649, , ,063, , ,586, , Normal Dividend - Regular Plan 9 DSP Black Rock ultra Short Term Fund - Direct Plan , , , , Daily Dividend 10 DSP Black Rock Money Manager Fund - Regular ,557, ,557, Daily Dividend 11 Birla Sun Life Cash Manager , , , , Grow - Regular Plan 12 Birla Sun Life Cash Plus ,763, , ,763, , Daily Dividend - Regular Plan - Reinvement Total 354, ,678,734 41, ,589,614 23, ,443,635 17, [73] ` in Lakh No. of units / shares Note : Purchase of Mutual Funds Includes dividend Reinvement unit received during e year. Sold during e year ` in Lakh Closing Balance as on ` in Lakh

77 Notes forming part of e Financial Statements 35 Figures of previous year have been regrouped / rearranged wherever necessary. All figures have been given in Rupees in Lakh. 36 Disclosure required pursuant to accounting andard - AS 27 Financial Reporting of interes in Joint Venture S. No. Name of e Joint Venture Name of e Venture Partner Proportion of Country of our intere in JV Incorporation 1. J. Kumar - Mukesh Broers J.V. M/s Mukesh Broers 60% India 2. J. Kumar Infraprojects Limited & Chirag Conruction Co. (J.V.) M/s Chirag Conruction Company 55% India 3. J. Kumar Chirag - Babulal (Consortium) M/s Babulal Uttamchand & Co. 51% India M/s Chirag Conruction Company 4. J. Kumar Chirag - Navdeep (Consortium) M/s Navdeep Conruction Company 51% India M/s Chirag Conruction Company 5. J. Kumar Chirag - API (Consortium) M/s API Conruction 51% India M/s Chirag Conruction Company 6. J. Kumar Chirag - JEKIN (Consortium) M/s JKIN Enterprise 51% India M/s Chirag Conruction Company 7. J. Kumar - RPS J.V. M/s RPS Infraprojects Private Limited 51% India 8. NCC - J. Kumar J.V. M/s NCC Ltd 50% India 9. Ameya J. Kumar Conruction (J.V.) M/s Ameya Developers Pvt. Ltd 50% India 10. Shiva Engineering Con. & Jkumar J.V. M/s Shiva Engineering Conruction 50% India 11. J. Kumar -PBA J.V. M/s PBA Infraructure Limited 50% India 12. J. Kumar- R.K. - Indra (Consortium) M/s Indra Conruction Co. 50% India M/s Ramesh Kumar & Co. 13. J. Kumar - CRTG J.V. China Railway No. 3 Engg. Group Co. Ltd. 74% India 14 J. Kumar - K.R. J.V. K. R. Conruction 51% India 15 Supreme - J. Kumar J.V. Supreme Infraructure India Ltd 49% India 16 J. Kumar - J.M. Mhatre J.V. J.M.Mhatre Infra Pvt. Ltd 65% India 17 NCC - J. Kumar - SMC J.V. M/s NCC Ltd 35% India M/S SMC Infraructures Pvt. Ltd 18 J. Kumar - Speco J.V. Speco Infraructure 51% India 19 J.Kumar-Supreme J.V. Supreme Infraructure India Ltd 60% India In our opinion and according to e information and explanation given to us, contract which has been awarded in e name of Joint Venture were executed by e joint venture. The company neier deploys any of its assets nor it incurs any liabilities, it books only its share of profit as per JV agreements between e venture partners. 37 In e opinion of e Management, e balance shown under Trade Receivables and Loans & Advances have approximately and e same realizable value as shown in accounts. 38 During e year , e company has transferred ` % of e profit (P.Y. ` lakh) from Statement of Profit and Loss to General Reserve. [74]

78 Notes forming part of e Financial Statements 39 Micro & Small Enterprises: There are no Micro, Small and Medium Enterprises, to whom e Company owes dues, which are outanding more an 45 days at e Balance Sheet date. The above information has been determined to e extent such parties have been identified on e basis of information available wi e Company. 40 Disclosure required pursuant to Accounting Standard 19 Accounting for Leases : The Company has taken various residential and commercial premises under cancellable operating leases. (a) (b) Operating Lease Payment: Lease rental expense in respect of operating leases: ` lakh (P.Y. ` lakh) The Company has taken various residential and commercial premises under cancellable / non-cancellable operating lease agreements at are renewable on a periodic basis at e option of bo e lessor and e lessee. The initial tenure of e lease various from eleven to irty six mon. The rental obligations are as follows : ( ` in lakh) Particulars Lease Rental Charge for e year Future lease rental obligation payable Not later an one year Later an one year but not later an Five years later an five years - - Operating Lease Receivables: Lease rental income in respect of operating lease: `31.31 lakh (P.Y. ` lakh) 41 The company s operations predominantly consi of conruction activities. Hence ere are no reportable segments under Accounting Standard- 17 Segment Reporting during e year under report, e company has engaged in its business only wiin India and not in any oer country. The condition prevailing in India being uniform, no separate geographical disclosures are considered necessary. 42 Expenditure related to Corporate Social Resposibility (CSR) is in accordance wi e provisions of section 135 of e Companies Act, 2013 e Company has spent an amount of ` lakh during e year as again ` lakh. 43 Value of Imports calculated on CIF basis: ` lakh (P.Y. ` 1, lakh) 44 Forward Cover Contracts (Disclosure as required by AS - 11 The Effect of changes in Foreign Exchange Rates) : The company has used forward cover contracts to hedge its exposure to e movements in foreign currency exchange rates. Such forward covers are used to reduce e risk which may result from exchange rates fluctuations, and is not used by e company for trading or speculation purposes. Buyers' Credit is not hedged by e Company as its exposure to e movements in foreign currency exchange rates is adjued again inflows. 45 Expenditure in Foreign Currency: Particulars J. KUMAR INFRAPROJECTS LIMITED ( ` in lakh) Import of Machinery Import of Stores and Spares , Foreign Travel Professional/ Consultancy Fees Intere Total , [75]

79 Notes forming part of e Financial Statements 46 Contingent Liabilities & Commitments : Particulars Particulars ( ` in lakh) A. Contingent Liabilities Guarantees 98, , Letter of Credit , Income tax* 1, , B. Commitments contracts remaining to be executed on capital account 2, , Total 103, , *The order under section 143 (3) read wi section 147 of Income Tax Act, 1961 has been received for total demand of ` 1, lakh raised by e Assessing Officer for e Assessment Year to and again CIT (Appeal) Order have been received on 29/03/2016 and orders are partly in favour of e company. The Order Giving Effect to CIT (A) orders is pending wi Assessing Officer. 47 During e previous financial year, e company has revised e Depreciation rate on fixed assets as per e useful life specified in Schedule II of e companies act, 2013 or re-assesssed by e company. Based on e current eimate, depreciation of ` lakh on account of assi whose useful life was over as on and deferred tax `15.25 lakh ereon have been adjued again General Reserves. 48 During e year, e Company has raised ` 40, lakh (P.Y. 13,716.62) by issuing and allotting 56,06,548 (P.Y. 44,25,000) Equity Shares having a face value of ` 10/- each at premium of `720/- (P.Y /-) per share to e Qualified Initutional Inveors rank Pari Passu wi exiing Equity Shares including rights in respect of dividends, e net proceeds of e issue have been partially utilized towards Working Capital and balance unutilized amount of ` 17, lakh inveed in Mutual Funds. Details of Utilisation and Invement of QIP Proceeds are as under : (` in lakh) Inveed in Mutual Fund till e utilisation as per e object clause of utilisation of QIP proceeds 17, Funding for Working Capital Requirements Working Capital 22, QIP Issue Expenses Total 40, The company has only one class of shares referred to as Equity Shares having a face value of ` 5/-* each (PY `10/-). Each Equity share is entitled to one vote per share held. * Board of Directors at eir Meeting held on 28 June 2015 had approved e sub-division of each Equity Share of face value of `10/- (Rupees Ten Only) of e Company into 2 (Two) Equity Shares of face value of ` 5/- (Rupees Five Only) furer e Members of e Company have approved e said sub-division at e 16 Annual General Meeting on 15 September The record date for e spilt of share was 11 December, 2015 As per our report of even date attached For Gupta Saharia & Co. Chartered Accountants Firm Reg. No W Pawan Gupta Partner Membership No. : Date : 24 May, 2016 Place : Mumbai Jagdishkumar M. Gupta Executive Chairman DIN No. : For and on behalf of e Board of Directors of J. Kumar Infraprojects Limited Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Nalin J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer [76]

80 Notes J. KUMAR INFRAPROJECTS LIMITED

81 Corporate Identification No. (CIN) - L74210MH1999PLC A, Andheri Indurial Eate, Veera Desai Road, Andheri (W), Mumbai Phone: / Fax: inveor.grievances@jkumar.com Website: Proxy Form [Pursuant to Section 105(6) of e Companies Act, 2013 and Rule 19(3) of e Companies (Management and adminiration) Rules, 2014] Name of e Member (s) : Regiered address : ID : Folio No.: DP ID No.*: Client ID No.* *Applicable for inveors holding shares in electronic form. I/We, being e Member(s) of Ordinary Shares and/or A Ordinary shares of J.Kumar Infraprojects Limited, hereby appoint: 1. Name : ID: Address : Signature : 2. Name : ID: Address : Signature : 3. Name : ID: Address : Signature : As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e Seventeen Annual General Meeting of e Company to be held on Tuesday, September 20,2016 at a.m. at GMS Community Hall, Sitladevi Complex, 1 Floor, D.N. Nagar, Opp. Indian Oil Nagar on link Road, Andheri (W), Mumbai and at any adjournment ereof in respect of such resolutions as are indicated hereinafter: 1 To receive consider and adopt The Audited Financial Statement of e Company for e Financial year ended March 31, 2016 togeer wi e Reports of e Directors and e Auditors ereon Ordinary 2 Declaration of Dividend Ordinary 3 To appoint a Director in place of Mr. Nalin J. Gupta, (DIN: ) who retires by Ordinary rotation and being eligible, offers himself for re-appointment 4. Re-appointment of Statutory Auditors of e Company till e conclusion of e next Annual General Meeting Ordinary 5. Payment of Remuneration to e Co Auditor Ordinary 6. Appointment of Joint Statutory Auditors of e Company till e conclusion of e next Annual General Meeting Ordinary 7. Increase in Borrowing Limit of under Section 180(1) (c) of Companies Act, 2013 Special 8. Power to Create charges, etc under Section 180(1) (a) of Companies Act, 2013 Special 1. Please put a X in e Box in e appropriate column again e respective resolutions. If you leave e For or Again column blank again any or all e resolutions, your Proxy will be entitled to vote in e manner as he/she inks appropriate. 2. This Form in order to be effective should be duly completed and deposited at e Regiered Office of e Company at 16-A, Andheri Indurial Eate, Veera Desai Road, Andheri (W), Mumbai , not less an 48 hours before e commencement of e Meeting. 3. Those Members who have multiple folios wi different joint holders may use copies of is Proxy.

82 Corporate Identification No. (CIN) - L74210MH1999PLC Regd. Off.: 16 - A, Andheri Indurial Eate, Veera Desai Road, Andheri (W), Mumbai ATTENDANCE SLIP Members attending e Meeting in person or by Proxy are requeed to complete e attendance slip and hand it over at e entrance of e meeting hall. I hereby record me presence at e SEVENTEENTH ANNUAL GENERAL MEETING of e Company at GMS Community Hall, Sitladevi Complex, 1 Floor, D.N. Nagar, Opp. Indian Oil Nagar on link Road, Andheri (W), Mumbai , Maharashtra on Tuesday, 20 September, 2016 at a.m. Folio No.: DP ID No.* Client ID No.* Name of e Member Signature Name of e Proxyholder Signature 1. Only Member/ Proxy holder can attend e Meeting. 2. Member /Proxy holder should bring his/her copy of e Annual Report for reference at e Meeting. 3. Those Members who have multiple folios wi different joint holders may use copies of is Attendance Slip. *Applicable for inveors holding shares in electronic form.

83 To, Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial Dirict, Nanakramguda, Hyderabad Unit: J. Kumar Infraprojects Limited Updation of Shareholder Information I/We reque you to record e following information again my/ our Folio No.: General Information Folio No.: Name of e fir named Shareholder: PAN: * CIN/ Regiration No.: * (applicable to Corporate Shareholders) Tel No. wi STD Code: Mobile No.: Id: *Self atteed copy of e document(s) enclosed Bank Details: IFSC: (11 digit) Bank A/c Type: MICR: (9 digit) Bank A/c No.: * Name of e Bank: Bank Branch Address: *A blank cancelled cheque is enclosed to enable verification of bank details I/We hereby declare at e particulars given above are correct and complete. If e transaction is delayed because of incomplete or incorrect information, I/We would not hold e Company /Regirar and Share Transfer Agent responsible. I/We undertake to inform any subsequent changes in e above particulars as and when e changes take place. I/We underand at e above details shall be maintained till I/we hold e securities under e above mentioned Folio No./beneficiary account. Place: Date: Signature of Sole/ Fir holder

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