C O N T E N T S Board of Directors..

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5 C O N T E N T S Board of Directors.. 2 AGM Notice Directors' Report Management Discussion and Analysis Report Report on Corporate Governance Annual declaration by MD pursuant to clause 49(I)(D)(II) of e Liing Agreement Corporate Governance Compliance Certificate CEO/CFO Certificate.. 53 Auditors Report to e Members Balance Sheet. 57 Statement of Profit and Loss Cash Flow Statement Notes to Statement of Accounts Proxy form Attendance Slip...

6 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 REGISTRAR & SHARE TRANSFER AGENT 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. 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, The Ranakar Bank, Union Bank of India, Bank of Maharashtra, Vijaya Bank, Dena Bank, Federal Bank, Axis Bank, IDBI Bank, 16A, Andheri Indurial Eate, Veera Desai Road, Andheri (We), Mumbai Tel: (9122) Fax: (9122) Website: Karvy Computershare Private Ltd. [2]

7 NOTICE Notice is hereby given at e SIXTEENTH 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, e 15 September, 2015 at a.m. to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt e Audited Balance Sheet as at 31 March, 2015 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. Kamal 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 reappointment. 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 reappointed 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 traveling 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 31 March, 2016 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 reenactment ereof, for e time being in force), M/s Kirit Mehta & Co. Co Accountants appointed by e Board of Directors of e Company, as Co Auditor to conduct e audit of e co records of e Company for e financial year ending March 31, 2016, be paid e remuneration of Rs. 7,50,000/ 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. Subdivision of 1 (one) equity share of face value of Rs.10/ each into 2 (two) equity shares of Rs. 5/ each to consider and, if ought fit, to pass, wi or wiout modification(s), as Special Resolution. RESOLVED THAT pursuant to e provisions of Sections 61,64 and oer applicable provisions and rules, if any, of e Companies Act, 2013 (including any atutory modification(s) or reenactment ereof for e time being in force) and in accordance wi e provisions of e and Clause V (a) of Memorandum of Association of e Company, and subject such oer approval(s), consent(s), permission(s) and sanction(s), as may be necessary from e concerned Statutory Auority(ies), each Equity Share of e Company having a face value of Rs. 10/ each fully paidup be subdivided into 2 (Two) Equity Shares of e face value of Rs. 5/ each fully paidup which is subject to e approval of shareholders in e ensuing annual general meeting of e company. RESOLVED FURTHER THAT on subdivision, 2 (Two) of e equity shares of face value of Rs. 5/ each be allotted in lieu of e exiing 1 (one) Equity share of Rs. 10/ each subject to e terms of e Memorandum and Articles of Association of e Company, and shall be entitled to participate in full in dividends to be declared after e subdivided Equity Shares are allotted. RESOLVED FURTHER THAT upon Subdivision as aforesaid, e exiing Share Certificate(s) in relation to e exiing Equity Shares of Rs. 10/ (Rupees Ten Only) each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from e Record Date and e Company may, eier call back e exiing Share Certificate(s) from e Shareholders or wiout requiring e surrender of e exiing Share Certificate(s), directly issue and dispatch e new Share Certificate(s) of e Company, in lieu of such exiing Share Certificate(s) subject to e provisions laid down in e Companies (Share Capital and Debentures) Rules, 2014 and in e case of Equity Shares [3] J. KUMAR INFRAPROJECTS LIMITED

8 held in e dematerialized form, e number of subdivided Equity Shares be credited to e respective beneficiary accounts of e Shareholders wi e Depository Participants, in lieu of e exiing credits representing e Equity Shares of e Company before Subdivision. RESOLVED FURTHER THAT e Board of Directors of e Company (e Board, which expression shall also include a duly auorized Committee ereof) be and is hereby auorized Mr. Jagdishkumar M. Gupta, Executive Chairman or Mr. Kamal J. Gupta, Managing Director or Mr. Nalin J. Gupta, Managing Director and Mrs Poornima Reddy, Company Secretary to take such eps as may be necessary for obtaining approvals, atutory, contractual or oerwise, in relation to e above and to settle all matters arising out of and incidental ereto and to execute all deeds, applications, documents and writings at may be required, on behalf of e Company and generally to do all such acts, deeds, matters and ings and to give, from time to time, such directions as may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. 7. Alteration of capital clause of memorandum of association to consider and if ought fit, to pass wi or wiout modification, e following as an Ordinary Resolution: RESOLVED THAT pursuant to Section 13, 61 and all oer applicable provisions, if any, of e Companies, Act, 2013, and e rules made ereunder(including any atutory modification or reenactment ereof for e time being in force), e exiing Clause V (a) of e Memorandum of Association of e Company relating to Capital be subituted wi e following Clause: V(a) The Auorised Share Capital of e Company is Rs. 40,00,00,000/ (Rupees Forty Crores Only) divided into 8,00,00,000 ( Eight Crores Only) equity share of Rs. 5/ (Rupees Five Only) each. RESOLVED FURTHER THAT e Board of Directors of e Company (e 'Board, which expression shall also include a duly auorised Committee ereof) be and is hereby auorised to take such eps as may be necessary for obtaining approvals, atutory, contractual or oerwise, in relation to e above and to settle all matters arising out of and incidental ereto and to execute all deeds, applications, documents, and writings at may be required, on behalf of e Company and generally to do all such acts, deeds, matters and ings and to give, from time to time, such directions as may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution and to delegate all or any of e powers herein veed in e Board, to any Director(s) or Officers(s) of e Company as may be required to give effect to e above resolution. 8. Issue of furer shares and if ought fit, to pass e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of section 42,62, 71 and oer applicable provisions, if any, of e Companies Act, 2013 along wi rules enacted ereunder ( Companies Act ) (including any amendment(s), atutory modification(s) or reenactment ereof), enabling provisions of e Memorandum and Articles of Association of e Company, liing agreements entered into by e Company wi e ock exchanges where equity shares of e Company of face value Rs.10 each are lied and in accordance wi e provisions of e Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended ( SEBI (ICDR) Regulations ), Foreign Exchange Management Act, 1999 as amended, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, Issue of Foreign Currency Convertible Bonds (rough Depository Receipt Mechanism) Scheme, 1993, as amended from time to time and clarifications issued ereon from time to time and subject to oer required rules, regulations, guidelines, notifications and circulars issued by e Securities and Exchange Board of India ( SEBI ), e Reserve Bank of India ( RBI ), e Government of India ( GOI ), e ock exchanges, Department of Indurial Policy & Promotion and / or any oer competent auorities from time to time to e extent applicable, subject to such approvals, permissions, consents and sanctions as may be necessary from SEBI, ock exchanges, RBI, Foreign Invement Promotion Board, GOI and/or any oer concerned atutory or oer relevant auorities as may be required in is regard and furer subject to such terms and conditions or modifications as may be prescribed or imposed by any of em while granting any such approvals, permissions, consents and/or sanctions which may be agreed to by e Board of Directors of e Company ( Board which term shall include any Committee ereof which e Board may have conituted or hereinafter conitute to exercise its powers including e powers conferred by is Resolution), consent of e Company be and is hereby accorded to e Board in its absolute discretion to create, offer, issue and allot equity shares ( Equity Shares ) and /or Global Depository Receipts ( GDRs ) and /or American Depository Receipts ( ADRs ) ( Securities ) in e course of domeic and / or international offerings representing eier equity shares or a combination of e foregoing for an amount not exceeding Rs.650 Crores (Rupees Six Hundred Fifty Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as e Board deems fit to all eligible inveors including but not limited to exiing of equity shareholders as on record date, residents and / or nonresidents, wheer initutions, incorporated bodies, foreign initutional inveors, qualified initutional buyers, banks, mutual funds, insurance companies, pension funds, trus, abilizing agents and / or oerwise and / or a combination ereof, wheer or not such inveors are members, promoters, directors or eir relatives / associates of e Company, in e course of domeic and / or international offerings rough public issue and / or private placement and /or rights issue and / or qualified initutional placement ( QIP ) and / or any oer permitted modes rough prospectus and/or an offer document and / or private placement offer letter and/or such oer documents/writings/ circulars / memoranda in such manner, by way of cash at such time or times in such tranche or tranches and on such terms and conditions as may be determined and deemed appropriate by e Board in its absolute discretion decide including e timing of e issue(s)/offering(s), e inveors to whom e Securities are to be issued, terms of issue, issue price, number of Securities to be issued, e Stock Exchanges on which such [4]

9 securities will be lied, finalization of allotment of e Securities on e basis of e subscriptions received including details on face value, premium, rate of intere, redemption period, manner of redemption, amount of premium on redemption, e ratio/number of Equity Shares to be allotted on redemption/conversion, period of conversion, fixing of record date or book closure dates etc, as e case may be applicable, prescribe any terms or a combination of terms in respect of e Securities in accordance wi local ond /or international practices including conditions in relation to offer, and all such terms as are provided in domeic and/or international offerings and any oer matter in connection wi, or incidental to e issue, in consultation wi e merchant bankers or oer advisors or oerwise, togeer wi any amendments or modifications ereto ( e issue ). RESOLVED FURTHER THAT e Securities to be created, issued, offered and allotted shall be subject e provisions of e Memorandum and Articles of Association of e Company and e Equity Shares to be allotted in terms of is resolution shall rank pari passu in all respects wi e exiing Equity Shares of e Company. RESOLVED FURTHE THAT if e issue or any part ereof is made for a QIP, FCDs, PCDs, OCDs or any oer Securities, which are convertible into or exchangeable wi e Equity Shares of e Company (hereinafter collectively referred as Oer Specified Securities ) and togeer wi Equity Shares of e Company (hereinafter referred as Specified Securities wiin e meaning of e SEBI Regulations) or any combination of Specified Securities as may be decided by e Board, issued for such purpose, e same shall be fully paidup and e allotment of such Specified Securities shall be completed wiin twelve mons from e date of is resolution or such oer time as may be allowed under e SEBI Regulations from time to time, at such price being not less an e price determined in accordance wi e pricing formula provided under e SEBI Regulations and e Specified Securities shall not be eligible to be sold for a period of one year from e date of allotment, except on a recognized Stock Exchange, or as may be permitted from time to time under e SEBI Regulations. RESOLVED FURTHER THAT e Securities issued in foreign markets shall be deemed to have been made abroad and / or in e market and / or at e place of issue of e Securities in e international market and may be governed by e applicable laws. RESOLVED FURTHER THAT in e event of issue of GDRs / ADRs, e pricing shall be in accordance wi Issue of Foreign Currency Convertible Bonds (rough Depository Receipt Mechanism) Scheme, 1993, as amended from time to time and oer applicable provisions, as amended from time to time. RESOLVED FURTHER THAT in e event e Equity Shares are issued in e course of QIP under Chapter VIII of SEBI (ICDR) Regulations, as amended from time to time, e pricing shall be in accordance wi regulation 85 of Chapter VIII of e SEBI (ICDR) Regulations, as amended from time to time. The Company may offer a discount of not more an 5% (Five percent) on e price calculated for e QIP or such oer discount as may be permitted under SEBI (ICDR) Regulations, as amended from time to time. RESOLVED FURTHER THAT in e event e Equity Shares are issued in e course of QIP under Chapter VIII of SEBI (ICDR) Regulations, as amended from time to time, e relevant date for e purpose of e pricing of e Equity Shares shall be date of e meeting in which e Board or e committee of Directors duly auorized by e Board decides to open e proposed issue of e Specified Securities or such oer date as may be decided by e Board and as permitted by e SEBI Regulations, subject to any relevant provisions of applicable laws, rules and regulations as amended from time to time, in relation to e proposed issue of e Specified Securities. RESOLVED FURTHER THAT in e event of issue of Oer Specified Securities, e number of Equity Shares and /or conversion price in relation to Equity Shares at may be issued and allotted on conversion shall be appropriately adjued for corporate actions such as bonus issue, rights issue, split and consolidation of share capital, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate reructuring exercise. RESOLVED FURTHER THAT e Company may enter into any arrangement wi any agencies or bodies as are auorized by e Board for e issue of GDRs and / or ADRs represented by underlying equity shares in e share capital of e Company wi such features and attributes as are prevalent in international / domeic capital markets for inruments of is nature and to provide for e tradability and free transferability ereof in accordance wi market practices as per e domeic and /or international practice and regulations, and under e norms and practices prevalent in e domeic/ international capital markets and subject to applicable laws and regulations and e Articles of Association of e Company. RESOLVED FURTHER THAT for e purpose of giving effect to e above resolutions, e consent of e Company be and hereby accorded to e Board to do all such acts, deeds, matters and ings including but not limited to finalization and approval of e offer documents(s), private placement offer letter, determining e form and manner of e issue, including e class of inveors to whom e Securities are to be issued and allotted, number of Securities to be allotted, issue price, face value, fixing e record date, execution of various transaction documents, as e Board may in its absolute discretion deem fit and to settle all queions, difficulties or doubts at may arise in regard to e issue, offer or allotment of Securities and utilization of e proceeds as it may in its absolute discretion deem fit. [5]

10 RESOLVED FURTHER THAT e Securities to be created, issued offered and allotted in terms of is Resolution shall be subject to e provisions of e Memorandum and Articles of Association of e Company. RESOLVED FURTHER THAT in e event e Equity Shares are issued in e course of rights issue, if e Equity Shares are not subscribed, e same may be disposed of by e Board in such manner which is not disadvantageous to e shareholders and e Company. RESOLVED FURTHER THAT e approval of e Company is hereby accorded to e Board to appoint merchant bankers, underwriters, depositories, cuodians, regirars, truees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in e issue and to remunerate em by way of commission, brokerage, fees or e like (including reimbursement of eir actual expenses) and also to enter into and execute all such arrangements, contracts/ agreements, memorandum, documents, etc., wi such agencies, to seek e liing of Securities on one or more recognized ock exchange(s), to affix common seal of e Company on any arrangements, contracts/ agreements, memorandum, documents, etc. as may be required. RESOLVED FURTHER THAT for e purpose of giving effect to e above, e Board in consultation wi e merchant banker(s), advisors and/or oer intermediaries as may be appointed by e Company in relation to e issue of Securities, be and is hereby auorised on behalf of e Company to take all actions and do all such acts, deeds, matters and ings as it may, in its absolute discretion, deem necessary, desirable or expedient for e issue and allotment of Securities and liing ereof wi e ock exchanges or oerwise as may be required in relation to e issue and to resolve and settle all queions and difficulties at may arise in e issue, offer and allotment of Securities, including finalization of e number of Securities to be issued in each tranche ereof, form, terms and timing of e issue of Securities including for each tranche of such issue of Securities, identification of e inveors to whom Securities are to be offered, utilization of e proceeds and oer related, incidental or ancillary matters as e Board may deem fit at its absolute discretion, to make such oer applications to concerned atutory or regulatory auorities as may be required in relation to e issue of Securities and to agree to such conditions or modifications at may be imposed by any relevant auority or at may oerwise be deemed fit or proper by e Board and to do all acts, deeds, matters and ings in connection erewi and incidental ereto as e Board in its absolute discretion deems fit and to settle any queions, difficulties or doubts at may arise in relation to e any of e aforesaid or oerwise in relation to e issue of Securities. RESOLVED FURTHER THAT e Board be and is hereby auorised to delegate (to e extent permitted by law) all or any of e powers herein conferred to any Committee of Directors or any one or more Directors of e Company to give effect to e aforesaid resolution and ereby such Committee of Directors or one or more such Directors as auorized are empowered to take such eps and to do all such acts, deed, matters and ings and accept any alterations or modifications as ey may deem fit and proper and give such directions as may be necessary to settle any queion or difficulty at may arise in is regard. By Order of e Board For J. Kumar Infraprojects Limited Date: 28 July, 2015 Place: Mumbai Poornima Reddy Company Secretary EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Notes: 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 [6]

11 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 subregirar 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. 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. As per Clause 49 of e Liing Agreement wi Stock Exchanges, e brief resume and functional expertise of e directors proposed for reappointment/appointment are furnished below along wi e details of Companies in which ey are directors and e Board Committees of which ey are members. Mr. Kamal J. Gupta Mr. Kamal J. Gupta, 42 years, (DIN: ) has done his Bachelors in Civil Engineering. He has been associated wi us since 1997 and carries wi him an experience of more an 18 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 Mr. Kamal J. Gupta in J. Kumar Infraprojects Ltd No. of Shares equity shares of Rs. 10/ 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 9 September 2015 to Tuesday 15 September 2015 (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 15 September 2015, to e members whose names appear in e Company s Regier of Members as on Tuesday 8 September, 2015 (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 8 September 2015 (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. Members holding shares in Physical Form are requeed to consider converting eir holding to dematerialised form to eliminate all risk associated wi physical shares. Member can contract e Company or Karvy Computershare Pvt. Ltd. for assiance in is regard. [7]

12 XII. Members, who have not encashed 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 3132, Gachibowli, Financial Dirict, Nanakramguda, Hyderabad Ph.: einward.ris@karvy.com / 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. XVII. 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 16 Annual General Meeting of e Company inter alia indicating e process and manner of evoting 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 16 Annual General Meeting of e Company inter alia indicating e process and manner of evoting along wi Attendance Slip and Proxy Form is being sent in e permitted mode. Members may also note at e 16 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 ecommunication, 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 Company s inveor id : inveor.grievances@jkumar.com. 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 Clause 35 B of e liing agreement, 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 evoting 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 evoting ) 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 evoting shall be able to exercise eir right at e meeting rough ballot paper. The members who have ca eir vote by remote evoting prior to e AGM may also attend e AGM but shall not be entitled to ca eir vote again. 2. The remote evoting period commences on 12 September, 2015 (9:00 am) and ends on 14 September, 2015 (5:00 pm). During is period members of e Company, holding shares eier in physical form or in dematerialized form, as on e cutoff date of 8 September, 2015, may ca eir vote by remote evoting. The remote evoting 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 The inructions for evoting are as under: (a) In case of Members receiving an from Karvy : (i) (ii) Launch an internet browser and open Enter e login credentials (i.e. User ID and password). The Event No.+Folio No. or DP ID Client ID will be your User ID. However, if you are already regiered wi Karvy for evoting, you can use your exiing User ID and password for caing your vote. (iii) After entering e above details Click on Login. [8]

13 (iv) Password change menu will appear. Change e Password wi a new Password of your choice. The new password shall comprise minimum 8 characters wi at lea one upper case (AZ), one lower case (az), one numeric (09) and a special character (@,#,$,etc.) The syem will also prompt you to 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 utmo care to keep your password confidential. You need to login again wi e new credentials. (v) On successful login, e syem will prompt you to select e EVoting Event (vi) Select e EVENT of J. Kumar Infraprojects Limited and click on Submit. (vii) Now you are ready for evoting as Ca Vote page opens. (viii) Ca your vote by selecting appropriate option and click on Submit. Click on OK when prompted. (ix) Upon confirmation, e message Vote ca successfully will be displayed. (x) Once you have voted on e resolution, you will not be allowed to modify your vote. (xi) Initutional shareholders (i.e. oer an individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority Letter, along wi atteed specimen signature of e duly auorised signatory(ies) who are auorised to vote, to e Scrutinizer by an at ram.devata@gmail ey may also upload e same in e evoting module in eir login. The scanned image of e above mentioned documents should be in e naming format Corporate Name_EVENT NO. (b) I. In case of Shareholders receiving physical copy of e Notice of AGM and Attendance Slip (i) (ii) INITIAL PASSWORD IS PROVIDED, AS FOLLOWS, AT THE BOTTOM OF THE ATTENDANCE SLIP. EVEN (EVoting Event Number) USER ID PASSWORD Please follow all eps from Sr. No. (i) to Sr. No. (xi) above, to ca vote. II. III. IV. In case of any queries, you may refer to e Frequently Asked Queions (FAQs) and evoting user manual available in e downloads section of Karvy s evoting website If you are already regiered wi Karvy for evoting en you can use your exiing User ID and Password for caing vote. The voting rights shall be as per e number of equity share held by e Member(s) as on 8 September, Members are eligible to ca vote electronically only if ey are holding shares as on at date. V. The Companies (Management and Adminiration) Amendment Rules, 2014 provides at e electronic voting period shall close at 5.00 p.m. on e date preceding e date of AGM. Accordingly, e voting period shall commence at on 12 September, 2015 (9:00 am) and ends on 14 September 2015 (5:00 pm). The evoting module shall be disabled by Karvy at 5.00 p.m. on e same day. VI. Once e vote on a resolution is ca by a member, e member shall not be allowed to change it subsequently. VII. The members who have ca eir vote by remote evoting may also attend e meeting but shall not be entitled to ca eir vote again. VIII. Members who have acquired shares after e despatch of e Annual Report and before e book closure may obtain e user ID approach e Company for issuance of e User ID and Password for exercising eir right to vote by electronic means. a. If e mobile number of e member is regiered again Folio No. / DP ID Client ID, e member may send SMS : MYEPWD <space> 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> XXX [9]

14 b. If 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. c. Member may call Karvy s toll free number d. Member may send an reque to evoting@karvy.com XVIII. The results shall be declared on or after e AGM. The results along wi e Scrutinizer s Report, shall also be placed on e website of e Company. XIX. XX. XXI. XXII. A member may participate in e AGM even after exercising his right to vote rough remote evoting 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 cutoff date only shall be entitled to avail wi e facility of remote evoting or voting at e AGM rough ballot paper. Mr. DSM Ram, Proprietor of M/s. DSMR & Associates, 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 evoting 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 evoting 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 evoting in e presence of at lea two witnesses not in e employment of e Company and shall make, not later an two 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. XXIII. 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. [10]

15 EXPLANATORY STATEMENT: Pursuant to Section 102 of Companies Act 2013 read wi e 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 Accountants to conduct e audit of e co records of e Company for e "financial year ending March 31, 2016 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 & 7. Equity shares of e Company are lied and actively traded on e BSE Limited and National Stock Exchange of India Limited. Wi a view to increase e liquidity and also to encourage e participation of small inveors Chairman requeed e Board to consider and approve e subdivision of one Equity Share of e Company having a face value of Rs. 10/ (Rupees Ten only) each into two Equity shares of face value of Rs. 5/ (Rupees Five only) each subject to e approval of e shareholders of e Company at e ensuing Annual General Meeting and oer atutory and regulatory approvals, as applicable. The Record date for e aforesaid subdivision of e Equity shares will be fixed after e approval of e members at e ensuing annual general meeting. Furer e subdivision as aforesaid would require consequential amendments to e exiing Clause V of e memorandum of Association of e Company for e change in face value of each Equity Share from Rs. 10/ (Rupees Ten only) each to face value of Rs. 5/ (Rupees Five only ) 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 & 7 of e Notice. The Board commends e Special Resolution for item no 6 and Ordinary Resolution set out at Item No. 7 of e Notice for approval by e shareholders. Item No. 8 The Company proposes to raise e capital to meet working capital, capital expenditure requirements and oer general corporate purposes of e Company. The Company has been exploring various avenues for raising funds by way of issue of equity shares ( Equity Shares ) and /or Global Depository Receipts ( GDRs ) and /or American Depository Receipts ( ADRs ) ( Securities ) to all eligible inveors including but not limited to exiing of equity shareholders as on record date, residents and / or nonresidents, wheer initutions, incorporated bodies, foreign initutional inveors, qualified initutional buyers, banks, mutual funds, insurance companies, pension funds, trus, abilizing agents and / or oerwise and / or a combination ereof, wheer or not such inveors are members, promoters, directors or eir relatives / associates of e Company in e course of domeic and / or international offerings rough public issue and / or private placement and /or rights issue and / / or qualified initutional placement ( QIP ) and / or any oer permitted modes rough prospectus and/or an offer document and / or private placement offer letter and/or such oer documents/writings/ circulars / memoranda in such manner, at such time or times in such tranche or tranches for an amount not exceeding Rs. 650 Crores (Rupees Six Hundred Fifty Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as e Board deems fit and on such terms and conditions as may be determined and deemed appropriate by e Board in its absolute discretion at e time of such issue and allotment considering e prevailing market conditions and oer relevant factors. The Equity Shares shall rank pari passu wi e exiing equity shares of e Company. In e event of e issue of e Equity Shares as aforesaid by way of QIP, it will be ensured at: 1. The relevant date for e purpose of pricing of e Equity Shares would, pursuant to Chapter VIII of e SEBI (ICDR) Regulations, be e date of e meeting in which e Board or duly auorised committee ereof decides to open e proposed issue of Equity Shares; [11]

16 2. The pricing for is purpose shall be in accordance wi regulation 85 of Chapter VIII of e SEBI (ICDR) Regulations. The Company may offer a discount of not more an 5% (Five percent) on e price calculated for e QIP or such oer discount as may be permitted under SEBI (ICDR) Regulations, as amended from time to time; 3. The issue and allotment of Equity Shares shall be made only to Qualified Initutional Buyers (QIBs) wiin e meaning of SEBI (ICDR) Regulations and such Equity Shares shall be fully paid up on its allotment; 4. The total amount raised in such manner and all previous QIPs made by e Company in e financial year , if any, would not exceed 5 times of e Company s net wor as per e audited balance sheet of e previous financial year; 5. The Equity Shares shall not be eligible to be sold for a period of 1 year from e date of allotment, except on a recognized ock exchange or except as may be permitted from time to time by e SEBI (ICDR) Regulations. For making any furer issue of shares to any person(s) oer an exiing equity shareholders of e Company approval of members is required to be obtained by way of passing a special resolution, in pursuance to section 62 (1) (c) of e Companies Act. Therefore e Board recommends e resolution contained in Item No. 8 to be passed by e members so as to enable it to issue furer Securities. The proposed issue is in e intere of e Company and your Directors commend e resolution for your approval. Directors, Manager, Key Managerial Personnel and eir relatives may be deemed to be concerned or intereed in e Resolution at Item No.8 to e extent of eir shareholding. AGM Venue Route Map Wi Landmark [12]

17 Directors Report J. KUMAR INFRAPROJECTS LIMITED To The Members, 1. Your Directors have pleasure in presenting eir 16 Annual Report togeer wi e Audited Financial Statements of Accounts for e year ended 31 March, 2015 togeer wi e Auditor's Report ereon. 2. Financial Highlights 3. Operations of e Company During e year ended 31 March, 2015, your Company has earned income of Rs. 1,35, Lacs as compared to Rs. 1,19, Lacs for e previous year ended 31 March, Profit before Tax was Rs. 13, Lacs as again Rs.12, Lacs in e previous year ended 31 March, Profit after Tax was Rs. 9, Lacs as again Rs. 8, Lacs in e previous year ended 31 March, Share Capital Qualified Initutional Placement (QIP ) Issue: During e year under review, in accordance wi your approval rough Poal Ballot on 14 July 2014, e Company had issued and allotted on rd 23 July 2014, 44,25,000 Equity shares of Rs. 10/ each at a price of Rs / per share ( including securities premium of Rs / per share ) aggregating Rs Crores to e Qualified Initutional inveors as determined rough SEBI prescribed formula/guidelines. Paid up Capital Wi e Issue and allotment of shares to e Qualified Initutional Inveors e Paid up Capital increased from 2,78,01,205 Equity Shares of Rs. 10/ each to 3,22,26,205 Equity Shares of Rs. 10/ each 5. Dividend and Transferred to Reserves Your Directors have recommended dividend of Rs. 4/ per Equity Share of Rs. 10/ each fully paid up for e year ended 31 March, The Company transferred Rs lacs to General Reserves. 6. Particulars of Loans, Guarantees or Invements (Rs. in Lacs) Profit before Intere, Depreciation & Tax 26, , Less: Depreciation 4, , Intere 7, , Profit before Tax 13, , Less: Tax Expenses Current Year 3, , Deferred Tax Profit after Tax 9, , Balance brought forward from previous year 33, Amount Available for Appropriation 43, , Appropriations Dividend Paid Proposed Dividend on Equity shares 1, , Tax on Dividend Transfer to General Reserve Balance Carried to Balance Sheet 40, , Earnings per Share (in Rs.) (Equity shares of face value of Rs. 10/) 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. [13]

18 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 to is report, as required by Clause 49 of e Liing Agreement entered into wi e Stock Exchanges. 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. On e recommendation of e CSR Committee, e Company has spent an amount of Rs. 100 Lakhs as again Rs Lakhs. 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 Pursuant to Clause 49 of e Liing Agreement, e Company has conituted a Risk Management Committee (RMC). The details of Committee and its terms of reference are set out in e Corporate Governance Report. The Company has a robu Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on e business objectives and enhance e Company s competitive advantage. The business risk framework defines e risk identification and its management approach across e enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company s business. 10. Internal Control Syems and eir Adequacy The Company has an internal financial control syem commensurate wi e size and scale of its operations and e same has been operating effectively. The Internal Auditor evaluates e efficacy and adequacy of internal control syem, accounting procedures and policies adopted by e Company for efficient conduct of its business, adherence to Company s policies, safeguarding of Company s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on e report of internal audit function, process owners undertake corrective action in eir respective areas and ereby rengen e controls. Significant audit observations and corrective actions ereon are presented to e Audit Committee of e Board. 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 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, 2013 and Clause 49 of e Liing Agreement. 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. Kamal 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. Remuneration Policy The Board has, on e recommendation of e Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and eir remuneration. The Remuneration Policy is ated in e Corporate Governance Report refer Annexure B for disclosure on remuneration of e managerial personnel. 14. Meetings During e year Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in e Corporate Governance Report. [14]

19 15. 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; 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, 2015 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, 2015 on a going concern basis; v) your 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) your Directors have devised proper syems to ensure compliance wi e provisions of all applicable laws and at such syems are adequate and operating effectively. 16. Related Party Transactions Company had entered a Contract/Purchase Agreement wi J. Kumar Developers Limited for e purpose of purchase of Corporate Office space and entered into an MOU and also entered Leave and License agreement wi J. Kumar & Co., Mr. Jagdishkumar M. Gupta and Mr. Kamal J. Gupta for premises of Unit no 16A, 14, 134, 145 and 146 for business purpose and e same was approved by e Members rough Poal Ballot dated 20 May 2014 on 3rd July 2014 and ese transactions were carried out as part of e business requirements of e company and would be on an arm s leng basis and were in e ordinary course of business. There are no materially significant related party transactions made 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. All Related Party Transactions are placed before e Audit Committee and also e Board for approval. The Company has framed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. 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 visàvis e Company. Since all e related party transactions entered into by e Company were in e ordinary course of business and were on arms leng basis, e requirement of furnishing e requisite details in form AOC2 is not applicable to e Company. 17. Auditors a) Statutory Auditors The Statutory Auditors, M/s. Gupta Saharia & Co, Chartered 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 reappointment, if made, will be wiin e prescribed limits under of e Companies Act, 2013 and at ey are not disqualified for reappointment wiin e meaning of e said Act. As required under Clause 49 of e 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. Your Board recommends eir reappointment as Auditors to audit e accounts of e Company for e financial year The notes of financial atements referred to in e Auditors Report are self explanatory and do not call for any furer comments. The Auditors Report does not contain any qualification, observation or adverse remarks. 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. Mohd Akram & Co., Company Secretary in practice, to undertake e Secretarial Audit of e Company. Your report on e Secretarial Audit is annexed herewi as Annexure C. 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 [15]

20 18. Corporate Governance As required by Clause 49 of e Liing Agreement, a Report on Corporate Governance is appended togeer wi a Certificate on Corporate Governance issued by e Statutory Auditor of e Company confirming compliance wi e conditions of Corporate Governance as ipulated under e aforesaid Clause 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. 20. 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 disclosed in e corporate governance report. 21. Conservation of energy and technology absorption In view of e nature of activities which are being carried out 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 22. 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. 23. Liing wi Stock Exchanges The shares of e Company are lied on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. The Company confirms at it has paid e Annual Liing Fees for e year to NSE and BSE. 24. Prevention of Sexual Harassment of Women at Workplace The Company has in place an AntiSexual 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 25. 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. 26. Acknowledgment Your 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. For and on behalf of e Board Date: 29 May, 2015 Place : Mumbai Jagdishkumar M. Gupta Executive Chairman DIN No. : [16]

21 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 weblink to e CSR Policy and projects or programs. ANNEXURE A Annual Report on CSR Activities of e Company CSR Report CSR activities at J. Kumar Infraprojects Limited are carried out rough any 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 Companies 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. In case e Company has failed to spend e two percent of e average net profit of e la ree financial years or any part ereof, e Company shall provide e reason for not spending e amount in its Board Report. Dr. R. Srinivasan, Chairman Mr. Jagdishkumar M. Gupta Mr. Kamal J Gupta Rs. 11, lacs Rs lacs Rs lacs Rs lacs The manner in which e amount is spent is detailed below Company spend Rs lacs is lower an e recommended minimum 2%. Company is in e process of identifying new projects, for which implementation and e out go will subantially increase in e coming years CSR Activities at J. Kumar Infraprojects Limited. (Amount in lacs) (1) (2) (3) (4) (5) (6) (7) (8) S. No. 1 CSR Project or Activity Identified Education 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 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 Rs Lacs Rs Lacs 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. Jagdishkumar M. Gupta Executive Chairman DIN No. : Kamal J. Gupta Managing Director DIN No. : [17]

22 (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: (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 55% and KMP s by 13%. (iii) The percentage decrease in e median remuneration of employees in e financial year; 4% (iv) The number of permanent employees on e rolls of company is (v) S. No. Name of e Director Ratio of e remuneration to e median remuneration of e employees 1 Mr. Jagdishkumar M. Gupta 47 : 1 2 Mr. Kamal J. Gupta 35 : 1 3 Mr. Nalin J. Gupta 35 : 1 e explanation on e relationship between average increase in remuneration of directors and company performance; S. No Average Increase in Remuneration Company Performance 1 55% The Turnover of e Company increased by 13.18% and profit after tax increased by 12.30% during e current financial year as compared to e previous year. (vi) comparison of e remuneration of e Key Managerial Personnel again e performance of e company; Remuneration of e Key Managerial Personnel s is 0.21% of profit after tax for FY The company s profit after tax has increased by over 12.30%. (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 Rs. 110/ per equity share (including securities premium of Rs. 100/ each). As on 31 March, 2015 e market price is Rs per equity share. Percentage increase over e la public offer price is %. (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 4% Average Increase in e remuneration of KMPs: 13% 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 current financial year. (x) Date Market price in Rs. EPS in Rs. P/E Ratio Market Capitalisation in Rs. Crore % Change 31 March, % 31 March, , 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 [18]

23 To, The Members, J. KUMAR INFRAPROJECTS LIMITED. Annexure C SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 March, 2015 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 provided me a reasonable basis for evaluating e corporate conducts/atutory compliances and expressing my opinion ereon. Based on my verification of e J. KUMAR INFRAPROJECTS LIMITED S 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 31 March, 2015 complied wi e atutory provisions lied hereunder and also at e Company has proper Boardprocesses and compliancemechanism in place to e extent, in e manner and subject to e reporting made hereinafter: I have examined e books, papers, minute books, forms and returns filed and oer records maintained by J. KUMAR INFRAPROJECTS LIMITED for e financial year ended on 31 March, 2015 according to e provisions of: (i) (ii) The Companies Act, 2013 (e Act) and e rules made ereunder; The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and e rules made ereunder; (iii) The Depositories Act, 1996 and e Regulations and Byelaws framed ereunder; (iv) Foreign Exchange Management Act, 1999 and e rules and regulations made ereunder to e extent of Foreign Direct Invement, Overseas Direct Invement and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under e 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; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Liing of Debt Securities) Regulations, 2008; (f) (g) 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 (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; I have also examined compliance wi e applicable clauses of e following: (i) (ii) Secretarial Standards issued by The Initute of Company Secretaries of India. The Liing Agreements entered into by e Company wi BSE and NSE. During e period under review e Company has complied wi e provisions of e Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to e following observations: I furer report at The Board of Directors of e Company is duly conituted wi proper balance of Executive Directors, NonExecutive 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. Adequate notice is given 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 e agenda items before e meeting and for meaningful participation at e meeting. Majority decision is carried rough while e dissenting members views are captured and recorded as part of e minutes. [19]

24 I furer report at ere are 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 during e audit period e company has issued and allotted 44,25,000 Equity shares of Rs. 10/ each at a premium of Rs / to e qualified initutional inveors in pursuance of under Chapter VIII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, For Mohammad Akram Practising Company Secretary Date: 29 May, 2015 Place: Mumbai Mohammad Akram ACS NO. : C. P. No. : 9411 ANNEXURE D Annual Return Extracts in MGT 9 Form No. MGT9 EXTRACT OF ANNUAL RETURN as on e financial year ended on 31 March 2015 [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 / SubCategory 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]

25 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Categorywise Share Holding Category of Shareholders A. Promoters (1) Indian a) Individual/HUF 1,16,53,455 1,16,53, ,16,53,455 1,16,53, % b) Central Govt c) State Govt (s) d) Bodies Corp. 42,90,462 42,90, ,94,322 47,94, % e) Banks / FI f) Any Oer Subtotal (A) (1): 1,59,44,027 1,59,44, ,64,47,777 1,64,47, % (2) Foreign a) NRIs Individuals b) Oer Individuals c) Bodies Corp. d) Banks / FI e) Any Oer... No. of Shares held at e beginning of e year As on 01April2014 Demat Physical Total % of Total Shares J. KUMAR INFRAPROJECTS LIMITED No. of Shares held at e end of e year As on 31March2015 Demat Physical Total % of Total Shares % Change during e year Subtotal(A) (2): Total shareholding of Promoter (A) = (A)(1)+(A)(2) 1,59,44,027 1,59,44, ,64,47,777 1,64,47, % B. Public Shareholding 1 Initutions a) Mutual Funds ,01,935 33,01, % 10.25% b) Banks / FI c) Central Govt 9,400 9, % 0.03% d) State Govt e) Venture Capital Funds f) Insurance Companies 13,483 13, % 0.04% g) FIIs 17,15,327 17,15, ,57,179 67,57, % 14.80% h) Foreign Venture Capital Funds i) Oers (specify) Subtotal (B)(1): 17,15,558 17,15, % 1,00,81,997 1,00,81, % 25.12% [21]

26 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Categorywise Share Holding Category of Shareholders No. of Shares held at e beginning of e year As on 01April2014 Demat Physical Total % of Total Shares No. of Shares held at e end of e year As on 31March2015 Demat Physical Total % of Total Shares % Change during e year 2. Non Initutions a) Bodies Corporates i) Indian 52,24,915 52,24, % 41,35,391 41,35, % 5.96% ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto 10,61,360 48,504 11,09, % 10,75, ,75, % 0.65% Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess 31,84,298 31,84, % 4,19,243 4,19, % 10.15% of Rs 1 lakh c) Oers (specify) 6,22,543 6,22, % 66,476 66, % 2.04% Subtotal(B) (2): 1,00,93,116 48,504 1,01,41, % 56,96, ,96, % 18.81% Total Public Shareholding 1,18,08,674 48,504 1,18,57, % 1,57,78,424 1,57,78, % 6.31% (B)=(B)(1)+ (B) (2) C. Shares held by Cuodian for GDRs & ADRs Grand Total (A+B+C) 2,77,52,701 48,504 2,78,01, % 3,22,26, ,22,26, % S. No. (ii) & (iii) Shareholding of Promoters and Change in Promoters Shareholding Shareholder's Name Shareholding at e beginning of e year 1 April 2014 No. of Shares % of total Shares of e company % of Shares Pledged / encumbered to total shares [22] Share holding at e end of e year 31 March 2015 No. of Shares % of total Shares of e company % of Shares Pledged / encumbered to total shares % change in shareholding during e year 1* Mr. Jagdishkumar M. Gupta 53,91, % 20,00,000 53,91, % 20,00, % 2* J. Kumar Software Syems (India) Private Limited 32,95, % 32,95, % 1.63% 3 J. Kumar Minerals & Mines (India) Private Limited 9,94, % 14,98, % 1.07% 4* Mrs. Kusum J. Gupta 14,24, % 14,24, % 0.70% 5* Mr. Kamal J. Gupta 14,22, % 10,00,000 14,22, % 10,00, % 6* Mr. Nalin J. Gupta 14,07, % 10,00,000 14,07, % 10,00, % 7* Mrs. Shalini N. Gupta 10,35, % 10,35, % 0.52% 8* Mrs. Sonal K. Gupta 9,72, % 9,72, % 0.48% Total 15,49,43, % 40,00,000 1,64,47, % 40,00,000 *During e year, J. Kumar Minerals & Mines (India) Private Limited purchased shares rough open market hence ere is an increase of its holding (by 1.81% ) ereafter 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 44,25,000 equity shares. Since e promoters did not participate in e QIP ere is a decrease in e percentage of holding of e Promoters (by 8.12%).

27 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): S. No. Name Shareholding Cumulative Shareholding during e year ( to ) No. of Shares at e beginning (010414)/ end of e year (310315) %of Total shares of e Company Increase/ Decrease in Shareholding Reason No. of Shares %of Total shares of e Company 1 AMERICAN FUNDS INSURANCE 1,300, NIL 1,300, SERIES GLOBAL SMALL CAPIT Movement 1,300, during e 1,300, year 2 ANAND RATHI GLOBAL 992, , FINANCE LIMITED transfer 854, transfer 880, transfer 418, transfer 298, transfer 518, transfer 298, , transfer ANAND RATHI SHARE & STOCK 779, , BROKERS LIMITED transfer 779, transfer 779, transfer 779, transfer 779, transfer 779, transfer 779, transfer 779, transfer 779, transfer 779, transfer 781, transfer 1,213, transfer 1,164, transfer 1,167, transfer 712, transfer 713, transfer 370, transfer 375, transfer 307, transfer 297, transfer 298, transfer 208, transfer 211, transfer 211, transfer 211, transfer 208, transfer 211, transfer 203, transfer 203, transfer 196, transfer 292, transfer 195, transfer 66, transfer 71, transfer 174, transfer 173, transfer 175, transfer 151, transfer 151, [23] Date J. KUMAR INFRAPROJECTS LIMITED

28 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): S. No. Name Shareholding Cumulative Shareholding during e year ( to ) No. of Shares at e beginning (010414)/ end of e year (310315) %of Total shares of e Company Date Increase/ Decrease in Shareholding Reason No. of Shares %of Total shares of e Company transfer 122, transfer 122, transfer 96, transfer 97, transfer 97, transfer 97, transfer 97, transfer 97, transfer 97, transfer 100, transfer 100, transfer 100, transfer 97, transfer 98, transfer 459, transfer 362, transfer 364, transfer 2, transfer 4, transfer 4, transfer 4, transfer transfer 10, transfer 10, transfer 10, transfer transfer transfer 1, transfer 1, transfer 1, transfer transfer 17, transfer 17, transfer 17, transfer transfer transfer 2, transfer 2, transfer transfer 17, transfer 17, transfer 18, transfer 7, transfer 8, transfer transfer transfer transfer 2, transfer 2, transfer 2, transfer transfer 1, transfer [24]

29 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): S. No. J. KUMAR INFRAPROJECTS LIMITED Name Shareholding Cumulative Shareholding during e year ( to ) No. of Shares at e beginning (010414)/ end of e year (310315) %of Total shares of e Company Increase/ Decrease in Shareholding Reason No. of Shares %of Total shares of e Company transfer 2, transfer 1, transfer 8, , transfer 8, KISHORE GAVRICHAND SHAH 744, , transfer 733, transfer 728, transfer 726, transfer 705, transfer 698, transfer 680, transfer 668, transfer 655, transfer 649, transfer 494, transfer 340, transfer 337, transfer 311, transfer 309, transfer 208, transfer 207, transfer 107, , transfer MENTOR CAPITAL LIMITED 743, , transfer 891, transfer 891, transfer 891, transfer 865, transfer 844, transfer 843, transfer 294, transfer 325, transfer 308, transfer 303, transfer 302, transfer 277, transfer 271, transfer 196, transfer 44, transfer 49, transfer 47, , transfer 47, MANAYA TRADERS PRIVATE 528, NIL 528, LIMITED Movement during e 528, year 528, CRESTA FUND LTD 404, , , transfer Date [25]

30 (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): S. No. 8 NEETA RAVINDRA LAD 386, , , transfer ANAND RATHI CAPITAL ADVISORS PVT LTD 304, , transfer 304, transfer 63, transfer 39, transfer transfer PRITI RAVINDRA LAD 303, , , transfer S. No. Name Shareholding Cumulative Shareholding during e year ( to ) Name of e Directors and Key Managerial Personnel No. of Shares at e beginning (010414)/ end of e year (310315) (v) Shareholding of Directors and Key Managerial Personnel Shareholding at e beginning of e year No. of Shares %of Total shares of e Company % of total shares of e company Directors 1 Dr. R. Srinivasan 2 Mr. P. P. Vora 3 Mr. Ashwani Kumar 4 Mr. Ajit Singh Chaa 2, % 2, % KMP 1 Mr. Arvind Gupta 2 Mrs. Poornima Reddy V. INDEBTEDNESS Indebtedness of e Company including intere outanding/accrued but not due for payment. Secured Loans excluding deposits Unsecured Loans Deposits ( Rs. in lacs) Total Indebtedness Indebtedness at e beginning of e financial year i) Principal Amount 55, , ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) 55, , Change in Indebtedness during e financial year Addition 9, , (Reduction) (14,136.88) (14,136.88) Net Change (4,170.87) (4,170.87) Indebtedness at e end 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, , [26] Date Change in Shareholdings (No. of Shares) Increase Increase/ Decrease in Shareholding Decrease Reason No. of Shares Shareholding at e end of e year No. of Shares %of Total shares of e Company % of total shares of e company

31 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL J. KUMAR INFRAPROJECTS LIMITED A. Remuneration to Managing Director, Wholetime Directors and/or Manager: (Rs. in lacs) S. No. Particulars of Remuneration 1. Gross salary (a) Salary as per provisions contained in section 17(1) of e Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961 Name of MD/WTD/ Manager 2. Stock Option 3. 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 NonExecutive 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 Total Amount (in Rs.) 1,50,000 1,50,000 1,60,000 70,000 5,30,000 1,50,000 1,50,000 1,60,000 70,000 5,30,000 1,50,000 1,50,000 1,60,000 70,000 5,30,000 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]

32 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD S. No. Particulars of Remuneration Key Managerial Personnel Company CFO Secretary 1 Gross salary (a) Salary as per provisions contained in section 17(1) of e Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, ,05,920 2,34,312 6,45,996 1,07,664 20,51,916 3,41,976 2 Stock Option 3 Sweat Equity 4 Commission as % of profit oers, specify... 5 Oers, please specify Total 16,40,232 7,53,660 23,93, Commission as % of profit oers, specify Oers, please specify Total 16,40,232 7,53,660 Total Amount (in Rs.) 23,93,892 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]

33 Vision Management Discussion and Analysis 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. Clients MMRDA MRVC MSRDC MCGM PMC, Pune PWD TMC, Thane DMRC CIDCO PCMC, Pune AMC, Ahmedabad Grow Highlights: 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 f u l f i l l i n g C o r p o r a t e S o c i a l Responsibility. To conquer new horizons and new heights. Civil Conruction Piling Work orders received wor Rs crores from MMRDA & MCGM LOA/Work orders received wor Rs crores from MEGA, Ahmedabad and CIDCO Business Verticals India Ratings & Research (IndRa) has upgraded J Kumar Infraprojects (JKIL) LongTerm Issuer Rating to 'A' from 'A'. The outlook is able. Cumulative work orders received wor Rs crores from various auorities rough e year. Transportation Enginieering Your Company raised Rs crores rough e QIP route. The company issued 44,25,000 equity shares of face value of Rs 10/ per equity share at a price of Rs , including a premium of Rs Dear Members, Going in line wi 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 16 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, World Economic View Its a clichéd Catch22 situation while on one hand e highincome countries are grappling wi legacies of global financial crisis, e emerging economies are no longer as dynamic as ey were. J. KUMAR INFRAPROJECTS LIMITED Irrigation The World GDP, after rising marginally in 2014 to 2.6 percent, is now eimated to grow to 3.0 percent in 2015 and 3.3 percent in 2016, supported by gradual recovery in highincome countries, low oil prices, and receding domeic headwinds in developing countries. Developing economies are expected to see an increase in grow from 4.4 percent in 2014 to 4.8 percent and 5.3 percent in 2015 and 2016, respectively. [29]

34

35 Operational areas Civil conruction in e following focus areas: Transport Engineering This is e dominant segment in e company's order book which has hiorically provided more an 80% of e work. It 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 Rs Crores in transport engineering vertical during FY Civil Conruction JKIL's offerings in is segment is for commercial buildings. It includes office/commercial buildings, sports complexes, swimming pools etc. Irrigation In is segment, e company builds dams, canals, aqueducts & irrigation tanks, spillways etc. Piling 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. Grow Drivers: The Indian Government is taking every possible initiative to boo e infraructure sector. Towards is end, e Government has relaxed rules for FDI in e conruction sector by reducing minimum builtup area as well as capital requirement and liberalized e exit norms. The Cabinet has also approved e proposal to amend e FDI policy. Infraructure is highly responsible for propelling India s overall development hence it enjoys intense focus from e top officials of e Government for initiating policies at would ensure timebound creation of world class infraructure in e country. This sector includes power, bridges, dams, roads and urban infraructure development. In order to create a healy platform for Infraructure, bo India and e US have signed a memorandum of underanding (MoU) in order to facilitate US indury's participation in Indian infraructure projects to improve e bilateral commercial relationship and benefit bo e Participants' economies. The MoU s scope envisages efforts in e areas of Urban Development, Commerce and Indury, Railways, Road Transport and Highways, Micro Small and Medium Enterprises, Power, New & Renewable Energy, Information and Broadcaing, Communications & Information Technology, Water Resources, River Development and Ganga Rejuvenation. Order Flow Leading to Effective Cash Flows The work orders for underground works corridor of Delhi MRTS Project of Phase III on MukundpurYamuna Vihar design and conruction of tunnels, ations and ramp between Lalpat Nagar and Hazrat Nizamuddin ations and at Naraina Vihar, Mayapuri and Delhi Cantonment amounting to Rs crs has kick arted. It has also concluded elevated ation projects on Jahangir Puri Badli corridor of Delhi MRTS PhII project and Rohni Sector 18 & Badi Corridor of Delhi MRTS Phase III project. The company's order inflows have gained traction in la few quarters: bagged orders wor Rs crs so far is fiscal, a huge pile up when compared to la fiscal's Rs. 650 crs. Some of its major orders include e conruction of elevated connector between BKC and Eaern Express Highway, Mumbai (value Rs crs), building new creek bridge between Thane and Kalwa wor Rs. 90 crs and conruction of elevated viaduct from Varal Gam to Apparel Park wor Rs. 278 crs from MEGA, Ahmedabad. Preigious Projects Mumbai Metro Project The Company is gearing up to submit financial bids for Mumbai Metro Line III. Of e total seven packages, which involves civil conruction of 26 underground metro ations, wor Rs crs, e company already participated in bidding and submitted bids for six packages out of seven. Thanks to its technical tie up wi China Railway Third Group. It expects orders wor at lea Rs crs from is metro project, which would more an double its total order inflows next year to around Rs crs; management eimate: Rs crs. [31]

36 Due to proliferation of metro orders in Mumbai (line II & IV), Delhi (Phase IV), Ahmedabad and Nagpur; tenders for Phase IV of Mumbai and Delhi are expected to be floated in a year's time from now. No less wor mentioning are gutwrenching plans of Mumbai Municipal Corporation to build coaal roads and e Mumbai Trans Harbour Link. This would keep e company preoccupied for e next couple of years. Financially Healy Your company is among e few infraructure companies wi healy financial ratios be it e Return on Capital Employed, Return on Equity, BookValue or even e Debt to Equity ratios. Some of e decisions at e company has undertaken like bidding only for EPC projects and abaining from BOT projects and subcontracting jobs has helped e company to po good earnings. Risk Management: Your Company has a syembased 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 divisionallyevolved procedures brings robuness to e process of ensuring business risks are effectively addressed. Going Forward: The conruction equipment indury's revenues are eimated to reach US$ 22.7 billion by Wi e country's rapid urbanization and an everincreasing middle class, e need for sound infraructure is paramount. The demand for conruction equipment in India is expected to grow to US$ 9.9 billion by 2015, at a compound annual grow rate (CAGR) of 24.1 per cent (from 2011). Increased impetus to develop infraructure in e country is attracting e major global players. There were cumulative foreign direct invement (FDI) inflows of US$ million in earmoving machinery during e period April 2000March About 590 million people ( 377 million in 2011) will reside in cities by 2030, and could have a direct bearing on 70 per cent of e country's gross domeic product (GDP), as per a McKinsey report. Research from e Economi Intelligence Unit expects at infraructure spending and e grow of e country's lower middle class will prop GDP grow over e coming years, achieving 4.5 percent in 2014 and 5.7 percent by Cautionary Statement Statements in is management discussion and Analysis describing e Company s objective, projection, eimates and expectations may be forward looking atements wiin e meaning of applicable laws and regulations. Actual results might differ subantially or materially from ose expressed or implied. Important developments at could affect 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]

37 Corporate Governance Report The Directors are pleased to present e Company s Report on Corporate Governance for e year ended 31 March, COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE J. Kumar Infraprojects Limited believes Corporate Governance is a way of life, raer an a mere legal compulsion. It furer inspires and rengens inveors confidence and commitment to e Company. J. Kumar Infraprojects Limited is committed to adhering to good corporate governance practices to effectively meet its Statutory, Financial and Social obligations. J. Kumar Infraprojects Limited has not only adopted practices mandated in e clause 49 of e Liing Agreement, but also incorporated some of e non mandatory recommendations to uphold its core values of Stakeholders, Performance, Leadership and Quality. J. Kumar Infraprojects Limited s business objective and at of its management and employees is to conduct e business operations in such a way as to create e value at can be suained over e long terms for cuomers, akeholders, employees, business partners. In addition to compliance wi regulatory requirements, J. Kumar Infraprojects Limited endeavor to ensure at highend andards of eical and responsible conduct are met roughout organization. 2. BOARD OF DIRECTORS ( BOARD ) 2.1 Composition and size of e Board The Board has a combination of Executive Directors and NonExecutive Directors. The Board, as on 31 March, 2015, 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, and Mrs. Kusum J. Gupta, Director and all oer members of e Board are NonExecutive Directors. The composition of e Board and category of Directors as on 31 March, 2015 are given below: 2.2 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. Jagdishkumar M. Gupta, 67 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 IA conruction company wi Government Auorities. Today, because of his acumen, our Company s turnover has crossed Rs.1,35,000 lacs 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 Mr. Jagdishkumar M. Gupta in J. Kumar Infraprojects Ltd No. of Shares 53,91,525 equity shares of Rs. 10/ each Details of oer Directorships/Committee memberships held by him in oer lied companies: NIL J. KUMAR INFRAPROJECTS LIMITED Category Name of Directors Designation No. of shares held as on 31 March, 2015 Promoter Directors Mr. Jagdishkumar M. Gupta Executive Chairman Mr. Kamal J. Gupta Managing Director Mr. Nalin J. Gupta Managing Director Mrs. Kusum J. Gupta Director Independent Directors Dr. R. Srinivasan Director NIL Mr. P. P.Vora Director NIL Mr. Ashwani Kumar Director NIL Mr. Ajit Singh Chaa Director 2500 [33]

38 Mr. Kamal J. Gupta (DIN No ) Mr. Kamal J. Gupta, 42 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 18 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 Mr. Kamal J. Gupta in J. Kumar Infraprojects Ltd No. of Shares 14,22,500 equity shares of Rs. 10/ 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, 39 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 15 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 Mr. Nalin J. Gupta in J. Kumar Infraprojects Ltd No. of Shares 14,07,000 equity shares of Rs 10/ each Details of oer Directorships/Committee memberships held by him in oer lied companies: NIL Dr. R. Srinivasan (DIN No ) Dr. R. Srinivasan, aged 84 years, holds a Doctorate in Banking and Finance, and va managerial experience. He had held several senior managerial positions in e public sector banks. He was Chairman and Managing Director of New Bank of India, Allahabad Bank and Bank of India for more an a decade. He had served on many committees conituted by Reserve Bank of India and Government of India. He held e position of Chairman of Indian Banks' Association for nearly 4 years. After retirement, he is on e board of e several companies focused on software, pharmaceuticals, gems & jewellery, tea, pains and Mutual Fund. 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. Goldiam International Limited Independent Director Audit Committee & Nomination and Remuneration Committee 2. Graphite India Limited Independent Director Audit Committee & Nomination and Remuneration Committee 3. McLeod Russel India Limited Independent Director Audit Committee & Nomination and Remuneration Committee 4. Williamson Magor & Co Limted Independent Director Audit Committee & Nomination and Remuneration Committee 5 JM Financial Truee Co Ltd. Independent Director Mr. Padmanabh P. Vora (DIN No ) Mr. Padmanabh P. Vora, aged 72 years, is an Independent Director of our Company and has over 32 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 ChairmancumManaging Director of e Indurial Development Bank of India from which he retired in Details of Shares held by Mr. P. P. Vora in J. Kumar Infraprojects Ltd No. of Shares NIL [34]

39 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 69 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: Mrs. Kusum J. Gupta (DIN No ) Mrs. Kusum J. Gupta, 60 years, is wife of Mr. Jagdishkumar M. Gupta, Executive Chairman of our Company. She has joined as director in e Company on May 20, She is e proprietor of Goldline Sound Studio. Details of Shares held by Mrs Kusum J Gupta in J. Kumar Infraprojects Ltd No. of Shares equity shares of Rs. 10/ 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 79 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 2500 shares Directorship Designation (in Board) Committee 1. ABG Shipyard Limited Independent Director Chairman of Audit Committee 2. Weern India Shipyard Limited Independent Director Member 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. WWICS Independent Director *ceased to be director wi effect from 07/10/2014 [35]

40 2.3 Attendance at Board Meetings and La Annual General Meeting The details of attendance of each Director at e Board Meetings and la Annual General Meeting (AGM) and e number of Companies and Committees where she/he is a Director / Member, are given below. Name Category Relationship wi oer directors Attendance No. of Board / Committees (oer an J. Kumar Infraprojects Limited ) as at 31 March, 2015 Board A.G.M. No. of Committees Meetings (held on 16 oer Chairperson / Member September, directorships Chairman 2014) Mr. Jagdishkumar Executive Faer of Kamal J. Gupta and 8 Yes 1 M. Gupta Chairman Nalin J. Gupta and Husband of Mrs. Kusum J. Gupta Mrs. Kusum J. Director Wife of Mr. Jagdishkumar 6 Yes Gupta Gupta and Moer of Mr. kamal J. Gupta and Mr.Nalin J. Gupta Mr. Kamal J. Gupta Managing Son of Mr. Jagdishkumar M. Gupta 7 Yes 1 Director and Mrs Kusum J. Gupta and Broer of Mr. Nalin J. Gupta Mr. Nalin J. Gupta Managing Son of Mr. Jagdishkumar M. Gupta 7 Yes 1 Director and Mrs Kusum J. Gupta and Broer of Mr. Kamal J. Gupta Dr. R. Srinivasan Independent 7 Yes 5 4 Director Mr. P.P.Vora Independent 7 Yes Director Mr. Ashwani Independent 8 Yes 2 1 Kumar Director Mr. Ajit Singh Independent 5 Yes 5 1 Chaa Director The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships in Foreign Companies, Companies regiered under Section 25/8 of e Companies Act, 1956/2013 and Private Limited Companies oer an Subsidiaries of Public Limited Company. None of e Directors is a member in more an 10 committees nor is Chairperson / Chairman of more an 5 committees among e Companies mentioned above. The Committees considered for e above purpose are ose specified in e exiing Clause 49 of e Liing Agreement i.e. Audit Committee and Stakeholders Relationship Committee. [36]

41 2.4 Meetings of e Board of Directors Eight Board Meetings were held during e financial year and e gap between two consecutive Board Meetings did not exceed one hundred and twenty days. The dates on which e meetings were held were as follows: S. No. Date of Meeting Board Streng No. of Directors present rd 1 3 April May July nd 4 22 July rd 5 23 July November February March Board Procedures The Company Secretary prepares e Agenda in consultation wi e Chairman of e Board of Directors, e Chairman of e various Committees and e Managing Directors. The minimum information as specified under Annexure X of e Liing Agreement, as applicable, is made available to e Board. The Agenda for e Meetings of e Board and its Committees, togeer wi e appropriate supporting documents and papers are circulated well in advance of e meetings to enable e Board to deliberate and take informed decisions. 2.6 Details of Directors being reappointed As per e provisions of e Companies Act, 2013, twoirds of e total number of Directors, oer an Independent Directors should be retiring Directors. Oneird 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. Kamal J Gupta retires by rotation and does seeks reappointment. It is proposed for reappointment. 2.7 Directors wi 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. 3. AUDIT COMMITTEE 3.1 Composition, Meetings and Attendance The Audit Committee of e Board comprises of 3 Directors viz Dr. R. Srinivasan as e Chairman and Mr. P.P Vora and Mr. Jagdishkumar M. Gupta as its members. Majority of e Directors of e Audit Committee are Independent Directors. They all 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 16 September, Chief Financial Officer and Company Secretary are permanent invitees for e meetings. The Statutory Auditors and e Internal Auditors are 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. nd During e financial year , e Audit Committee met 4 (four) times on 20 May 2014,22 July 2014, 12 November 2014, and 12 February 2015 and e time gap between two consecutive meetings did not exceed four (4) mons. The attendance details are given below: Name of e Directors Designation No. of meetings during e year Dr. R. Srinivasan Chairman 4 4 Mr. P.P.Vora Member 4 4 Mr. Jagdishkumar M. Gupta Member 4 4 Held Attended [37]

42 3.2 Terms of reference The terms of reference of is Committee are wide enough to cover e matters specified for Audit Committees under Clause 49 of e Liing Agreement, as well as in Section 177 of e Companies Act, 2013 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; 3. Approval of payment to atutory 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 annual financial atements and 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 subsection 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 atements 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 intercorporate 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 poaudit 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; [38]

43 19. Approval of appointment of CFO (i.e., e wholetime 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 approval for related party transactions wherever required and to review e transactions made in pursuance of such approval. 22. Carrying out any oer functions as specified in e terms of reference, as amended from time to time. 4. NOMINATION AND REMUNERATION COMMITTEE (EARLIER KNOWN AS REMUNERATION COMMITTEE) 4.1 Composition, Meeting and Attendance The Nomination and Remuneration Committee consis of four Directors Dr. R. Srinivasan Independent Director, Mr.P.P.Vora Independent Director, Mr. Ashwani Kumar Independent Director and Mr. Ajit Singh Chaa, Independent Director During e financial year , e Nomination and Remuneration Committee met Three times on 20 May, 2014 to ratify e appointment nd and payment of remuneration to KMPs in terms of e Companies Act, 2013, on 22 July 2014 recommend to e Board e appointment of e Independent Directors for a period of five years and on 12 February, 2015 to recommend to e Board e familiarization program for independent directors and also e performance appraisal policy for directors and to evaluate e performance of e Directors. The details of e meetings held during e year and attendance of directors are given below: Name of e Directors 4.2 Terms of reference Nomination & Remuneration Policy The Committee decides e remuneration of e Executive Directors and KMPs. The terms of reference of e Nomination and Remuneration Committee 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 for directors, including Managing Director(s) and Whole time Director(s), Key Managerial Personnel and oer employees. 5. Such oer matters as e Board may from time to time reque e Nomination and Remuneration Committee to examine and recommend/approve. 4.3 Remuneration paid to NonExecutive Directors of e Company The NonExecutive Directors of e Company are paid sitting fees for attending each meeting of e Board of Directors and Committees ereof. The Company has not granted any ock option to any of its NonExecutive Directors. The details of e sitting fees paid for e year are given below: Name of e Director Designation No. of meetings during e year Dr. R. Srinivasan Chairman 3 3 Mr. P.P.Vora Member 3 3 Mr. Ashwani Kumar Member 3 3 Mr.Ajit Singh Chaa Member 3 3 Sitting Fees (Rs.) Dr. R. Srinivasan 1,50,000/ Mr. P.P.Vora 1,50,000/ Mr. Ashwani Kumar 1,60,000/ Mr. Ajit Singh Chaa 70,000/ Held Attended [39]

44 4.4 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 reenactment 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 of e Companies Act, 2013 as may for e time being, be in force, or oerwise as may be permissible at law. The details of Remuneration paid for Financial Year are summarized below: Name of e Directors Designation Salary & Allowances (Rs.) Tax Deduction at Source (Rs.) Net Pay (Rs.) Mr. Jagdishkumar M. Gupta Executive Chairman 1,20,00,000 36,53,925 83,46,075 Mr. Kamal J. Gupta Managing Director 90,00,000 24,15,351 65,84,649 Mr. Nalin J. Gupta Managing Director 90,00,000 24,15,351 65,84,649 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. 5. PERFORMANCE EVALUATION During e year under review, pursuant to e provisions of e Companies Act, 2013 and Clause 49 of e 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 judgement, etc. The evaluation of e Independent Directors was carried out by e entire Board and at of e Chairman and e NonIndependent 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. 6. STAKEHOLDERS RELATIONSHIP COMMITTEE (EARLIER KNOWN AN INVESTORS GRIEVANCE COMMITTEE) 6.1 Composition, Meeting and Attendance nd During e financial year , e Stakeholders Relationship Committee met 4 (four) times on 20 May 2014, 22 July 2014, 12 November 2014, and 12 February The attendance details are given below: Name of e Directors Designation No. of meetings during e year Mr. Ashwani kumar Chairman 4 4 Mr. Kamal J. Gupta Member 4 4 Mr. Nalin J. Gupta Member 4 4 Held Attended [40]

45 6.2 Terms of Reference The Stakeholders Relationship Committee specifically looks into e redressal of inveors complaints in connection wi transfer of shares, nonreceipt of annual reports, nonreceipt of declared dividends, nonreceipt of intere / redemption on debentures etc. In addition, e Committee also looks into matters which can facilitate services and relations wi e inveors. 6.3 Details of Shareholders Complaints There were no shareholders complaints outanding as on 1 April, 2014 and during e year under review e Company received eight complaints and all were resolved, accordingly ere are no complaints outanding as on 31 March, Company Secretary & Compliance Officer Name of e Company Secretary and e Compliance Officer Address 7. INDEPENDENT DIRECTORS MEETINGS As on 31 March, 2015 e Company had four Independent Directors namely Dr. R. Srinivasan, Mr. P.P.Vora, Mr. Ashwani Kumar, Mr. Ajit Singh Chaa. A meeting of e Independent Directors was held on 28 March, 2015, 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. The attendance details are given below. 8. RISK MANAGEMENT COMMITTEE: 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 Attendances The Risk Management Committee consis of four members wi CFO as its members. During e year under review, No such meetings held. Terms of Reference The terms of reference of e Committee are: Mrs. Poornima Reddy 16A, Andheri Indurial Eate, Veera Desai Road, Andheri (W), Mumbai Telephone Number Fax Number ID Name of e Directors Designation inveor.grievances@jkumar.com Dr. R. Srinivasan Chairman 1 1 Mr. P.P.Vora Member 1 1 Mr. Ashwani Kumar Member 1 1 Mr. Ajit Singh Chaa Member 1 1 Lay down a framework for identification, measurement, evaluation, mitigation and reporting of various risks and amend e framework, wherever required, in order to safeguard Company s property, interes and e interes of shareholders. Evolve e culture, processes and ructures at are directed towards e effective management of potential opportunities and adverse effect, which e Company is exposed to. [41] No. of meetings during e year Held Attended

46 Balance between e co of managing risk and e anticipated benefits. To create awareness among e employees to assess risks on a continuous basis & develop risk mitigation plans in e intere of e Company. To reduce operational surprises and losses. Provide a syem for setting of priorities when ere are competing demands on limited resources 9. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Composition, Meetings and Attendance: The Corporate Social Responsibility Committee consis of Dr. R. Srinivasan, Chairman, Mr. Jagdishkumar M. Gupta, Member & Mr. Nalin J. Gupta, Member. During e year under review e Corporate Social Responsibility Committee met on 28 March Name of e Directors Terms of Reference The terms of reference of e CSR Committee are as under: Formulate and recommend to e Board a Corporate Social Responsibility Policy which shall indicate e activities to be undertaken by e company as specified in Schedule VII of e Companies Act Recommend e amount of expenditure to be incurred on e CSR activities Monitor e CSR activities of e Company from time to time The CSR policy is uploaded on Company s website. i.e / CSR Activities The details of e CSR Activities carried by e Company during e financial year are provided in e Directors Report. 10. Internal Complaint Committee pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an AntiSexual 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. 11. General Body Meetings and Poal Ballot: Designation Dr. R. Srinivasan Chairman 1 1 Mr. Jagdishkumar M. Gupta Member 1 1 Mr. Nalin J. Gupta Member 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 Wednesday, 26 September, 2012 Monday, 26 Augu, A.M A.M No. of meetings during e year Held Attended 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 Tuesday, 16 September, A.M GMS Community Centre Hall, Sitladevi Complex, 1 Floor, D.N. Nagar Opp: Indian Oil Nagar On Link Road, Andheri (W), Mumbai All e resolutions set out in e respective notice were passed by e requisite majority of e shareholders. [42]

47 11.2 Special Resolutions passed in e previous ree Annual General Meetings (AGM): 11.3 Poal Ballot AGM Date of AGM Special Resolution 15 Annual General Meeting Tuesday, 16 September, 1) To Appoint Mr. Jagdishkumar M. Gupta as Executive Chairman for a During e year under review, pursuant to Section 110 of e Companies Act, 2013 read wi Rule 22 of e Companies (Management and Adminiration) Rules, 2014, e Board of Directors had twice ( i.e Notice dated 20 May 2014 and 5 June 2014) sought e approval of e members of e Company by way of special resolutions for items mentioned below. The Notice along wi e Explanatory Statement and e poal ballot forms were sent to all e Shareholders of e Company along wi poage prepaid envelops. Mr. DSM Ram, Proprietor of M/s. DSMR & Associates, Practising Company Secretary, Hyderabad was appointed as e Scrutinizer for bo e poal ballot and who conducted e poal ballot process in a fair and transparent manner. The procedures prescribed under Section 110 of e Companies Act, 2013 read wi Rule 22 of e Companies (Management and Adminiration) Rules, 2014 were duly followed for conducting e poal ballot process during e year for approving e resolutions mentioned below. 1. To borrow money under Section 180(1)(c) of e Companies Act, 2013 upto Rs crore. 2. Auority to e Board of Directors for creation of charge/ mortgage in respect of e borrowings. 3. Transaction wi Related Party under Section 188 of e Companies Act, Furer issue of Equity Shares under Section 42 and 62(1) ( c) of e Companies Act, Invement in e Equity Shares of e Company by Foreign Initutional Inveors. The above mentioned resolutions were passed by e members wi requisite majority. Results of Poal Ballot and evoting (Summary) 1. For Special Resolution No.1: (Borrowing Limit up to 3500 Crores) Physical Voting and evoting S. No. Particular s No. of Poal Ballot Form No. of Evoters No. of Shares % of Assent / Dissent 1. Total Poal Ballot Forms Received LessInvalid Poal Ballot Forms Net Valid Poal Ballot Forms Poal Ballot Forms wi Assent Poal Ballot Forms wi Dissent For Special Resolution No.2: (Auority to Board of Directors for Creation of Charge/ Mortgage in respect of Borrowings) Physical Voting and EVoting 2014 period of five years. 2) To Adopt New set of Articles of Association for Company in conformity wi e Companies Act, 2013, 3) To Maintain e Regier of Members and related books at a place oer an e Regiered Office of e Company. S. No. Particular s No. of Poal Ballot Form No. of Evoters No. of Shares % of Assent / Dissent 1. Total Poal Ballot Forms Received LessInvalid Poal Ballot Forms Net Valid Poal Ballot Forms Poal Ballot Forms wi Assent Poal Ballot Forms wi Dissent [43]

48 3. For Special Resolution No.3: (Transaction wi Related Party under Section 188 of e Companies Act, 2013) Physical Voting and EVoting S. No. Particular s No. of Poal Ballot Form No. of Evoters No. of Shares % of Assent / Dissent 1. Total Poal Ballot Forms Received LessInvalid Poal Ballot Forms Net Valid Poal Ballot Forms Poal Ballot Forms wi Assent Poal Ballot Forms wi Dissent Special Resolution No.4 (Furer issue of Equity Shares under Section 42 and 62(1) ( c) of e Companies Act, 2013 Physical Voting and evoting S. No. Particular s No. of Poal Ballot Form No. of Evoters No. of Shares % of Assent / Dissent 1. Total Poal Ballot Forms Received LessInvalid Poal Ballot Forms Net Valid Poal Ballot Forms Poal Ballot Forms wi Assent Poal Ballot Forms wi Dissent Special Resolution No. 5 (Invement in e Equity Shares of e Company by Foreign Initutional Inveors) Physical Voting and EVoting S. No. Particular s No. of Poal Ballot Form No. of Evoters No. of Shares % of Assent / Dissent 1. Total Poal Ballot Forms Received LessInvalid Poal Ballot Forms Net Valid Poal Ballot Forms Poal Ballot Forms wi Assent Poal Ballot Forms wi Dissent Disclosures 12.1 Materially significant related party transactions The transactions between e Company and e Directors and Companies in which e Directors are intereed are disclosed in Note No.33 of Notes to e Accounts in e Annual Report in compliance wi e Accounting Standard relating to Related Party Disclosures. There is no materially significant Related Party Transaction at may have potential conflict wi e intere of e Company at large Statutory Compliance, Penalties and Strictures There were no inances of noncompliance by e Company nor have any penalties, rictures been imposed by e Stock Exchanges or 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 The Company has 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 Director(s) and Employee(s) who avail of e mechanism. In all cases, Directors and Employees have direct access to e Chairman of e Audit Committee. Furer no personnel have been denied access to e Chairman of e Audit Committee, [44]

49 The While Blower Policy is available on Company s website i.e 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 interalia includes following: 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 can evaluate 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 12.5 Familiarization program As required under e provisions of Clause 49 of e Liing Agreement and Companies Act, 2013, e Board of Directors had framed a familiarization program for e independent directors wherein ey were acquainted wi eir roles, rights, responsibilities in e company, nature of e indury in which e company operates, business model of e company, etc., rough various Programs. The said familiarization program was uploaded on e website of e Company ( ) 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 ( Policies on Related Party Transactions. Pursuant to e requirements of Clause 49 of e Liing Agreement e Company formulated e policies on Related Party Transactions. The same have been uploaded on e website of e Company ( Criteria of payments to Directors The Company has a credible and transparent policy in determining and accounting for e remuneration of e Executive / Nonexecutive Independent Directors. The remuneration determined for e Executive Directors is subject to e recommendation of e Nomination and Remuneration Committee and approval of e Board of Directors Code of Conduct All e members of e Board and e Senior Management Personnel of e Company have affirmed compliance to e Code of Conduct of e Company as on 31 March, The Code of Conduct has been poed on e Company s website ( A declaration to is effect signed by e Managing Director is appended to is Report Liing Agreement Compliance The Company complied wi all mandatory requirements of Clause 49 of e Liing Agreement along wi some of e nonmandatory requirements CEO and CFO Certification The CEO and e CFO of e Company have given e certification on financial reporting and internal controls to e Board in terms of Clause 49 of e Liing Agreement wi e Stock Exchanges Subsidiary Companies The Company does not have any subsidiary Company as per e provisions of e Liing Agreement. [45]

50 13. MEANS OF COMMUNICATION The quarterly results and annual results are generally published in Economic times, and Mumbai Lakshdeep simultaneously poed on e Company s website ( Furer e results are promptly sent to e ock exchanges as soon as approved by e Board. The Management Discussion and Analysis Report forms part of is Annual Report 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. The Company makes presentations to e Initutional Inveors and Analys. 14. General Shareholder Information Annual General Meeting Date Time Venue 15 September, A.M. GMS Community Centre Hall, Sitladevi Complex, 1 Floor, D.N. Nagar. Opp. Indian Oil Nagar, 14.2 Financial Calendar for e Year Financial year 1 April, 2015 to 31 March, 2016 Book Closure Dates On Link Road, Andheri (W), Mumbai Wednesday 9 September 2015 to Tuesday 15 September 2015 ( bo days inclusive) to determine e entitlement of shareholders to receive e dividend as may be declared for e year ended 31 March, Payment of Dividend The Final Dividend, if declared by shareholders at e AGM shall be paid after Tuesday 15 September 2015, to e members whose names appear in e Company s Regier of Members as on Tuesday 8 September, 2015 (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 8 September, 2015 (in respect of shares held in electronic form). Financial reporting for e quarter ending (tentative and subject to change) 30 June, 2015 : By 14 Augu, September, 2015 : By 14 November, December, 2015 : By 14 February, 2016 Year ending 31 March, 2016 : By 30 May, 2016, Audited Results Annual General Meeting for e year ending 31 March, 2016 : By 30 September, Dividend Hiory S. No. Financial year Dividend per share (Rs.) Date of Declaration (Annual General Meeting) Date of payment (Date of Dividend Warrant) / 26 September, October, / 26 Augu, Augu, / 16 September, September, 2014 [46]

51 14.4 Unclaimed dividends All e shareholders whose dividend is unclaimed are requeed to claim eir dividend. Financial year Date of Dividend Declaration La date for claiming Unpaid/ Unclaimed dividend Praposed Date of Transfer of Unpaid Dividend Unclaimed Shares: Clause 5A of e Liing Agreement, e Company is in process of crediting e shares allotted pursuant to e Initial Public Offering (IPO) of e Company completed in Feb, 2008 which are unclaimed and are lying in escrow account to a demat suspense account and e details are given below: Particulars No. of Cases No. of Shares 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 for Issuer/Regirar for transfer of shares from suspense account NIL NIL during e year Number of shareholders whom shares were transferred from suspense account during e year NIL NIL Number of Shareholders and e outanding shares in e suspense account lying at e end of e year i.e as on 31 March, The Voting Rights on e outanding unclaimed shares lying in suspense account shall remain frozen till e rightful owner of such shares claims e shares Pledge of Equity shares: Promoters/Promoters Group of e company have pledge 40,00,000 Equity Shares wi Bank of India under e consortium credit facilities as on 31 March The aggregate shareholdings of e Promoters and persons belonging to e Promoters & Promoters Group as on March 31, 2015 comprised of 1,64,47,777 Equity Shares of Rs. 10/ each representing 51.05% of e Paid up Equity Share Capital of e Company 14.7 Transfer to Inveor Education & Protection Fund During e year under review, e Company has credited Rs.1,58,745 / (being e Unclaimed refund of e IPO for financial year lying in e unclaimed refund account to e Inveor Education & Protection Fund pursuant to Section 205C of e Companies Act, 1956, read wi Inveor Education & Protection Fund (Awareness and Protection of Inveors) Rules, Regiered Office The Regiered Office of e Company is situated at : J. Kumar Infraprojects Limited Unit No 16A, Andheri Indurail Eate, Veera Desai Road, Andheri (W), Mumbai [47]

52 14.9. Liing of Securities on Stock Exchanges a) Liing on Stock Exchanges (Equity Shares) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai Name of e Exchange Stock Code BSE Limited National Stock Exchange of India Limited JKIL ISIN Demat INE The Company has been regular in paying e Annual Liing Fees to e Stock Exchanges. Liing fees for e year have been paid wiin e due date 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) Sources: BSE, NSE websites Stock Performance v/s BSE Sensex and CNX Nifty The performance of J. Kumar Infraprojects Limited s Equity Shares relative to e BSE Sensex and CNX Nifty is given in e charts below: 35, High (Rs.) Low (Rs.) Monly volume Share price movement BSE Sensex (closing) 10, High (Rs.) Low (Rs.) Monly volume Share price movement NSE CNX NIFTY (Closing) April, May, June, July, Augu, September, October, November, December, January, February, March, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , Apr14 May14 Jun14 Jul14 Aug14 Sep14 Oct14 Nov14 Dec14 Jan15 Feb15 Apr14 May14 Jun14 Jul14 Aug14 Sep14 Oct14 1N4ovJ1an41D5ecFeb15 Mar15 BSE SENSEX JKIL NSE NIFTY JKIL [48]

53 14.11 Diribution of shareholding as on 31 March, 2015 Slab of shareholding No. of shareholders No. of shares % of shares held 1 to , % 5001 to , % to , % to , % to , % to , % to , % & Above 93 30,899, % Total ,226, % Shareholding Pattern as on 31 March, 2015 A Category No. of shares held % of shares held Promoters Holding 1 Promoters 11,653, Bodies Corporate/Group Companies 4,794, Persons acting in concert Sub total (1 + 2) 16,447, B Non Promoters Holding 3 Initutional Inveors a Mutual Funds and UTI 3,301, b Banks, Financial Initutions, Insurance Companies (Central / State Govt., Initutions / Non Govt. Initutions) 22, c Foreign Initutional Inveors 6,757, Subtotal (3) 10,081, Oers a Private Corporate Bodies 4,135, b Indian Public 1,494, c Non Resident Indians 55, d Clearing Members 10, Subtotal (4) 5,696, Total B 15,778, Grand total ( ) 32,226, [49]

54 14.13 Share Transfers: A summary of e transfer / transmission so approved by e Committee is placed at every Board Meeting. The Company obtains from a Company Secretary in practice half yearly certificate of compliance wi e share transfer formalities as required under Clause 47 (c) of e Liing Agreement wi e Stock Exchanges, and files a copy of e certificate wi e Stock Exchanges. The Company conducts a Reconciliation of Share Capital Audit on a quarterly basis in accordance wi SEBI requirements. Manish Ghia & Associates Company Secrertaries has been appointed by e Company to conduct such audit. The Reconciliation of Share Capital Audit Reports of Mr. Manish L Ghia, Partner of Manish Ghia & Associates Company Secretaries which were 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 paidup equity share capital of e Company Dematerialization of shares and liquidity As on 31 March, 2015, 3,22,26,201 Equity Shares representing 99.99% of e Company s paidup 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 Share Transfer Agent Karvy Computershare Private Limited 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 Computershare Private Limited Plot Nos 17 to 24, Vittalrao Nagar, Madhpur, Hyderabad Telephone No to 24 Fax No: Mumbai Branch Office : Karvy Computershare Private Limited Unit No 7, Andheri Indurial Eate, Veera Desai Road, Andheri9W), Mumbai Inveor Helpdesk Share transfers, dividend payments and all oer inveor related activities are attended to and processed at e office of e Share Transfer Agent, Karvy Computershare Private Limited, Plot Nos 17 to 24, Vittalrao Nagar, Madhaour, Hyderabad , Telephone No to 24, Fax No; For lodging any transfer deeds and oer documents or any oer grievance / complaints, shareholders / inveors may contact Share Transfer Agent, Karvy Computershare Private Limited at e address mentioned above. Any queries relating to share transfers, dividend payments, annual report, etc. may be mailed at inveor.grievances@jkumar.com Inveor Correspondence Shareholders can also contact e following Official for Secretarial matters of e Company Name ID Telephone No Fax No Mrs. Poornima Reddy, Company Secretary inveor.grievances@jkumar.com [50]

55 Shareholders can contact e following Officials for Financial matters of e Company: Name ID Telephone No Fax No Mr.Arvind Gupta, Chief Financial Officer Inveor.grievances@jkumar.com Correspondence address : J. Kumar Infraprojects Limited Unit No 16A, Andheri Indurial Eate, Veera Desai Road, Andheri(W), Mumbai Plant Location The Company has no manufacturing plant Outanding GDRs / ADRs / Warrants or any Convertible Inruments There are no outanding convertible warrants / inruments Status of Compliance wi 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 ock exchanges, only e annual accounts are sent to each of e shareholders. The annual accounts of e Company do not contain any qualifications. The Company has appointed separate persons as Chairman and Managing Director. 15. Code for Prevention of Insider Trading The Company has adopted a Code for Prevention of Insider Trading in e securities of e Company which is in line wi e Model Code as prescribed by e Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended. The said Code inter alia prohibits purchase / sale of securities of e Company by Directors and Designated Employees while in possession of unpublished price sensitive information in relation to e Company. Declaration on compliance of Code of Conduct of Board of Directors & Senior management: As provided under Clause 49 of e Liing Agreement wi e Stock Exchanges, e Board members and Senior Management Personnel have confirmed compliance wi e Code of Conduct and Eics for e year ended April 2014 March Date: 29 May, 2015 Place: Mumbai Kamal J. Gupta Managing Director DIN: [51]

56 Revenue FY 08 FY 09 FY 10 FY 11 FY 12 FY 13 FY 14 FY FY FY 09 EBIDTA 134 FY FY 11 FY 12 FY FY FY 15 (Rs. in Crores ) PAT Order Book FY 08 FY 09 FY 10 FY 11 FY 12 FY 13 FY 14 FY FY 08FY 09FY 10FY 11FY 12FY 13FY 14FY 15 Work Order Segmentwise Work Order Geographically Irrigation Rs.91 Civil Rs.215 Piling Rs. 8 Rajahan Rs. 214 Delhi Rs.746 Maharashtra Rs 1748 Rs. 314 Gujarat Transportation Rs.2710 [52]

57 AUDITORS' REPORT ON CORPORATE GOVERNANCE J. KUMAR INFRAPROJECTS LIMITED To The Shareholders of J. Kumar Infraprojects Limited We have examined e compliance of conditions of Corporate Governance by J. Kumar Infraprojects Limited for e year ended on March 31, 2015 as ipulated by Clause 49 of e Liing Agreement of e Company wi e Stock Exchanges. 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 abovementioned Liing Agreement. We ate at no inveor grievances are pending for a period exceeding one mon except where disputed or subjudice, as per e records maintained by Company s regirar and transfer agents and reviewed by e Board / Committee of e Company. 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 Regiration No: W Date: 29 May 2015 Place: Mumbai Pawan Gupta Partner Membership No: CEO/CFO certification, issued pursuant to e provisions of Clause 49 of e Liing Agreement. 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: a) We have reviewed e financial atements, and e cash flow atement for e financial year ended March 31, 2015 and at to e be of our knowledge and belief, we ate at: (i) (ii) These atements do not contain any materially untrue atement or omit and material fact or contain atements at might be misleading. These atements present true and fair view of e Company s affairs and are in compliance wi current Accounting Standards, applicable laws and regulations. b) We furer ate at to e be of our knowledge and belief, ere are no transactions entered into by e Company during e year, which are fraudulent, illegal or violation of e Company s Code of Conduct. c) We hereby declare at all e members of e Board of Directors have confirmed compliance wi e Code of Conduct as adopted by e Company. d) We are responsible for eablishing and maintaining internal controls for financial reporting and at 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 such internal controls, if any, of which are aware and e eps we have taken or proposed to be taken for rectifying ese deficiencies. Yours faifully Date: 29 May 2015 Place: Mumbai [ 53] Kamal J. Gupta Managing Director DIN: Arvind Gupta Chief Financial Officer

58 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, 2015, 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. 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, but not for e purpose of expressing an opinion on wheer e company has in place an adequate internal financial controls syems over financial reporting and e operating effectiveness of such controls. 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 INDEPENDENT AUDITORS' REPORT 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 2015, 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 subsection (11) of Section 143 of e Act, we give in e Annexure 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: 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; [54]

59 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 31 March, 2015, taken on record by e Board of Directors, none of e directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of section 164(2) of e Act. f. 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 did 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 Regiration No: W Date: 29 May, 2015 Place: Mumbai Pawan Gupta Partner Membership No. : ANNEXURE 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 2015 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) 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. 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. (b) (c) In our opinion and according to e information and explanations given to us, e procedures of physical verification of inventories followed by e management are reasonable and adequate in relation to e size of e company and e nature of its business. In our opinion and on e basis of our examination of e records, e Company has maintained proper records of its inventories. No material discrepancy was noticed on physical verification of ocks by e management as compared to book records. 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, In our opinion and according to e information and explanations given to us, ere is an adequate internal control procedure commensurate wi e size of e company and e nature of its business, for purchase of inventory and fixed assets and for sale of goods and services. Furer, on e basis of our examination of e books and records of e Company and according to e information and explanation given to us, no major weakness has been noticed or reported. 5. The Company has not accepted any deposits from e public covered under section 73 to 76 of e Companies Act, [55]

60 6. 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 prima facie 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. (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, Weal tax, VAT, Service Tax, Excise duty, Cuom duty 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 (Rs. in lacs) Forum where dispute is pending Income Tax to , CIT (Appeal) and Assessing Officer (c) There has been no delay in transferring amounts, required to be transferred, to e Inveor Education and Protection Fund. 8. The Company does not have any accumulated losses and has not incurred cash losses during e financial year covered by e audit and in e immediately preceding financial year. 9. Based on our audit procedures and on e information and explanations given to us, we are of e opinion at, e Company has not defaulted in repayment of dues to financial initutions and banks. 10. According to e information and explanations given to us, e Company has not given any guarantees for loan taken by oers from banks or financial initutions. 11. According to e information and explanations given to us e Company has applied e term loans for e purpose for which e same was obtained. 12. Based on e audit procedures performed and e information and explanations given to us, no fraud on or by e Company has been noticed or reported during e year. For Gupta Saharia and Co. Chartered Accountants Firm Regiration No: W Date: 29 May, 2015 Place: Mumbai Pawan Gupta Partner Membership No. : [56]

61 I. EQUITY AND LIABILITIES Balance Sheet as at Particulars 31 March, 2015 Note No. As at 31 March, 2015 (Rs. in lacs) As at 31 March, Shareholders Funds (a) Share Capital 2 3, , (b) Reserves and Surplus 3 75, , NonCurrent Liabilities (a) Long Term Borrowings 4 5, , (b) Deferred Tax Liabilities (Net) 5 1, (c) Long Term Provisions Current Liabilities (a) Short Term Borrowings 7 38, , (b) Trade Payables 13, , (c) Oer Current Liabilities 8 30, , (d) Short Term Provisions 9 1, , TOTAL 169, , II. ASSETS 1 NonCurrent Assets (a) Fixed Assets 10 (i) Tangible Assets 43, , (ii) Capital WorkinProgress 6, , (b) NonCurrent Invements (c) Oer NonCurrent Assets 12 18, , Current Assets (a) Inventories 13 54, , (b) Trade Receivables 14 20, , (c) Cash and Cash Equivalents 15 15, , (d) ShortTerm Loans and Advances 16 7, , (e) Oer Current Assets 17 3, , TOTAL 169, , 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. : Date : 29 May, 2015 Place : Mumbai [57] Jagdishkumar M. Gupta Executive Chairman DIN No. : Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer

62 Statement of Profit and Loss for e year ended 31 March, 2015 (Rs. in lacs) For e For e Particulars Note No. year ended year ended 31 March, March, 2014 I. Revenue from Operations (gross) , , Less: Excise Duty Revenue From Operations (Net) 134, , II. Oer Income 19 1, , III. Total Revenue (I + II) 135, , IV. Expenses: Co of Raw materials Consumed 20 76, , Changes in Inventories of Work in Progress 21 3, (11,885.07) Employee Benefit Expenses 22 7, , Finance Cos 23 7, , Depreciation and Amortization Expense 4, , Oer Expenses 24 21, , Total Expenses 121, , V Profit Before Tax ( III IV) 13, , VI Tax Expense: (1) Current Tax 3, , (2) Deferred Tax VII Profit (Loss) for e Period (VVI) 9, , VIII Earnings per Equity Share: 25 (1) Basic (2) Diluted Significant Accounting Policies 1 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. : Date : 29 May, 2015 Place : Mumbai Jagdishkumar M. Gupta Executive Chairman DIN No. : Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer [58]

63 Cash Flow Statement for e year ended 31 March, 2015 (Rs. in lacs) Particulars CASH FLOW FROM OPERATING ACTIVITIES Net Operating Profit before Taxation & Extraordinary Item as per Statement of Profit and Loss 13, , Adjument for: Depreciation 4, , Depreciation adjued in General Reserve Loss on Sale of Fixed Assets Loss on sale of Invement Intere & Rent Received (1,228.00) (1,059.77) Preliminary Expenses W/off Provision for Gratuity Unrealised Gain Due to Foreign Currency Fluctuation (Net) (155.60) Intere & Finance Charges paid 7, , Operating Profit before Working Capital Changes 25, , Adjuments for Changes in Working Capital Inventories 2, (17,085.03) Trade Receivables (6,886.63) (1,726.73) Short Term Loans and Advances 6, (6,409.30) Oer Current Assets 1, (1,916.54) Oer Non Current Assets (4,415.29) (2,303.08) Trade Payable (4,625.00) 9, Current Liabilities (9,552.09) Movement in Working Capital Limits (15,593.59) (19,996.90) Cash Generated From Operations 9, Direct Taxes Refund/ (Paid) Net (3,871.78) (3,289.77) Net Cash From Operating Activities (A) 5, (2,523.45) CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (15,474.37) (15,142.63) (Increase)/Decrease in Capital Work in Progress 11, (7,396.26) Purchase of Share (15.23) Sale of Share (219.75) Sale of Fixed Assets FDR wi various Bank (Hypoecated) (2,548.04) (2,120.83) Intere & Rent Received 1, , Net Cash From Inveing Activities (B) (5,345.33) (23,817.25) CASH FLOW FROM FINANCING ACTIVITIES Dividend Paid (1,413.87) (1,130.89) Issue of Share Capital Increase in Security Premium 13, Increase/(Decrease) in Long Term Borrowing (10,114.91) 12, Increase/(Decrease) in Short Term Borrowing 5, , Increase/ (Decrease) in Unclaim Dividend (0.95) (1.29) Intere & Finance Charges Paid (7,676.30) (5,763.72) Net Cash From Financing Activities (C) , Net Increase/(Decrease) in Cash and Cash Equivalent (A+B+C) (1,184.70) Cash and Cash Equivalent at e Beginning of e year 1, , Cash and Cash Equivalent at e End of e year 1, , Notes: 1. Cash flow atement has been prepared under e "Indirect meod" as set out in e Accounting Standard 3: Cash Flow Statements as specified in e Companies (Accounting Standards) Rules, Previous year's figures have been regrouped/ reclassified wherever applicable. As per our report of even date attached For Gupta Saharia & Co. Chartered Accountants Firm Reg. No W Pawan Gupta Partner Membership No. : Date : 29 May, 2015 Place : Mumbai [59] J. KUMAR INFRAPROJECTS LIMITED Jagdishkumar M. Gupta Executive Chairman DIN No. : Poornima Reddy Company Secretary For and on behalf of e Board of Directors of J. Kumar Infraprojects Limited Kamal J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer

64 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 to 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 to 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. [60]

65 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 workinprogress. 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 Rs. 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 prorata 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 cashgenerating 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 pretax 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 and components : Raw materials, components, ores and spares are valued at lower of co and net realisable value. Co is determined on a FIFO basis and includes all applicable duties and taxes. Workinprogress: Cos incurred at relate to future activities on e contract are recognised as contract workinprogress. Contract workinprogress 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 longterm 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. None of e invements were disposed off during e year Accounting for Taxes on Income : Tax expense comprises 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 measured using relevant enacted or subantively enacted effective tax rate as on e balance sheet date, to e extent e timing differences are [61]

66 Notes forming part of e Financial Statements expected to cryallise. Deferred tax assets are reviewed for e appropriateness of eir respective carrying values at each balance sheet date. The company reassesses recognised deferred tax assets and liabilities 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. Nonmonetary 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 nonmonetary 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 monetory 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 nonoccurrence 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 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 arise. [62]

67 Notes forming part of e Financial Statements 1.18 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 raightline 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 its contribution payable. ii) iii) iv) 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. Leave encashment is paid to employees on annual basis and recognized as expenses when it is due 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 noncash 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. [63]

68 Notes forming part of e Financial Statements NOTE 2 : SHARE CAPITAL 2(a) Share Capital Auorised, Issued, Subscribed and Paid up: Particulars As at 31 March, 2015 As at 31 March, 2014 Number Rs. in lacs Number Rs. in lacs Auorised Equity Shares of Rs.10/ each 40,000,000 4, ,000,000 4, Issued, Subscribed & fully Paid up Equity Shares of Rs.10/ each 32,226,205 3, ,801,205 2, Total 32,226,205 3, ,801,205 2, (b) The company has only one class of shares referred to as Equity Shares having a face value of Rs. 10/ 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. 2(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 diribution 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 44,25,000 (Previous Year Nil) Equity Shares having a face value of Rs. 10/ each at a premium of Rs per share to e Qualified Initutional Inveors rank Pari Passu wi exiing Equity Shares including rights in respect of dividend. 2(f) The reconciliation of number of equity shares and share capital : Particulars Name of Shareholder [64] Equity Shares As at 31 March, 2015 Equity Shares As at 31 March, 2014 Number Rs. in lacs Number Rs. in lacs Shares outanding at e beginning of e year 27,801,205 2, ,801,205 2, Shares issued during e year 4,425, Shares outanding at e end of e year 32,226,205 3, ,801,205 2, (g) Shareholders holding more an 5% of e equity shares at e end of e year: As at No. of Shares held Equity Shares 31 March, 2015 Equity Shares As at 31 March, 2014 % of Holding No. of Shares held % of Holding Jagdishkumar M. Gupta 5,391, % 5,391, % J. Kumar Software Syems (India) Private Limited 3,295, % 3,295, % Smallcap World Fund, Inc. 1,780, % Kusum J. Gupta 1,424, % 1,424, % Kamal J. Gupta 1,422, % 1,422, % Nalin J. Gupta 1,407, % 1,407, %

69 Notes forming part of e Financial Statements NOTE 3 : RESERVES AND SURPLUS (Rs. in lacs) Particulars J. KUMAR INFRAPROJECTS LIMITED As at As at 31 March, March, 2014 a. Securities Premium Account Opening Balance 14, , Add : Additions during e year (Refer Foot Note 3.1 ) 13, Closing Balance 28, , b. General Reserve Opening Balance 5, , Less : Depreciation as per Schedule II (Refer Note 47) Add : Deferred Tax (Refer Note 47) Add : Transfer during e year (Refer Note 38) Closing Balance 6, , c. Surplus as per Statement of Profit and Loss Opening Balance 33, , Add : Profit for e current year 9, , Amount available for appropriation 43, , Less : Appropriation Transfer to General Reserve (Refer Note 38) Dividend Paid (Refer Foot Note 3.2 ) Proposed Dividend (Refer Foot Note 3.3) 1, , Dividend Diribution Tax on Proposed Dividend Closing Balance 40, , Total 75, , During e year, e Company has issued and allotted 44,25,000 (Previous Year Nil) Equity Shares having a face value of Rs. 10/ each at premium of Rs per share to e Qualified Initutional Inveors rank Pari Passu wi exiing Equity Shares including rights in respect of dividend. rd 3.2 During e year e Company has paid Rs 3.75 per equity share on additional 44,25,000 equity shares issued on 23 July, 2014 and allotted after balance sheet date but before book closure date i.e. 6 September The Directors recommended payment of final dividend of Rs. 4/ per equity share of Rs. 10/ on each of e number of shares outanding as on e record date. NOTE 4 : LONG TERM BORROWINGS (Rs. in lacs) Particulars Non Current Portions Current Maturity As at As at As at As at 31 March, March, March, March, 2014 Secured Term Loans External Commercial Borrowings (ECB) from banks 1, , , , Buyers Credit (Unhedged) (Refer Note 44) 3, , , , Oer Borrowings Total 5, , , , 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 quarterly inallments 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. [65]

70 Notes forming part of e Financial Statements ECB Loan of USD 7.90 Million from Standered Chartered Bank bearing intere rate ranging from 12.60% p.a. to 12.70% p.a. on fully hedged. The loans are repayable in 5 years in quarterly inallments 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, Standared 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 inallments 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. Oer term Loans includes loan from HDFC Bank bearing intere rate ranging from 10% p.a. to 11% p.a. The loans are repayable in 36 mons to 48 mons in equal monly inallments 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 inallments from e respective dates of disbursement of loans. The above loans are secured by hypoecation of Plant & Machinery. NOTE 5 : DEFERRED TAX LIABILITY (Rs. in lacs) Particulars As at As at 31 March, March, 2014 Related to Fixed Assets Opening Balance Less : Adjued in General Reserve (Refer Note 47) Addition during e year (Refer Note 28) Total 1, NOTE 6 : LONG TERM PROVISIONS (Rs. in lacs) Particulars As at As at 31 March, March, 2014 (a) Provision for employee benefits Gratuity (Funded) (Refer Note 30) Total NOTE 7 : SHORT TERM BORROWINGS (Rs. in lacs) Particulars As at As at 31 March, March, 2014 Secured Loan repayable on Demand from Banks Working Capital Loans from Consortium of Banks (Refer Foot Note 7.1 ) 31, , Overdraft facility (Refer Foot Note 7.2 ) 5, , Overdraft facility again Earne Money Deposit (Refer Foot Note 7.3) Total 38, , 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 10.90% 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 12.20% p.a. and repayable wiin 6 mons from e date of disbursement [66]

71 Notes forming part of e Financial Statements NOTE 8 : OTHER CURRENT LIABILITIES (Rs. in lacs) Particulars As at As at 31 March, March, 2014 NOTE 9 : SHORT TERM PROVISIONS (Rs. in lacs) Particulars J. KUMAR INFRAPROJECTS LIMITED (a) Current Maturities of Long Term Borrowings 8, , (b) Oer Payables i) Security Deposits 7, , ii) Unclaimed Dividend iii) Salary and Employee Benefits iv) Oer Liabilities 13, , v) Duties and Taxes Total 30, , As at As at 31 March, March, 2014 Oers i) Proposed Dividend 1, , ii) Dividend Diribution Tax on Proposed Dividend iii) Provision for Income Tax & Weal Tax (Net of Advance Tax) Total 1, , NOTE 10 : FIXED ASSETS (i) Tangible Assets (At Co) (Refer note 47) (Rs. in lacs) 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 As on Land and Building 1, , , , Computers Furniture & Fixtures , Plant & Machinery 41, , , , , , , , Vehicles 1, , Total 45, , , , , , , , Previous Year 30, , , , , , , Name of Asset As on Transferred to Fixed Asset Addition During e year As on Capital WIP 17, , , Previous Year 10, , , , [67]

72 Notes forming part of e Financial Statements NOTE 11 : NON CURRENT INVESTMENTS (at co unless oerwise specified) NOTE 12 : OTHER NON CURRENT ASSETS NOTE 13 : INVENTORIES Particulars Particulars (Rs. in lacs) As at As at 31 March, March, 2014 UNQUOTED HDFC Infraructure Fund Grow (20,000 (P.Y. 20,000) Units of Rs.10/ each) Kisan Vikas Patra (15 nos. (P.Y. 15 nos.) Certificates of Rs. 50,000/ each) QUOTED Invement in Equity Shares KDJ Holidayscapes and Resorts Limited (234,500 (P.Y. 164,500) Shares of Rs. 10/ each, market value Rs per share) UNNO Induries Limited (Nil (P.Y. 555,830) Shares of Rs. 10/ each) Indian Infotech and Software Limited (100,000 (P.Y. 100,000) Shares of Rs. 10/ each, market value Rs per share) Total Particulars (Rs. in lacs) As at As at 31 March, March, 2014 (a) Aggregate amount of quoted invements and market value ereof; Book Value Market Value (b) Aggregate amount of unquoted invements; Book Value (c) Aggregate provision for diminution in value of invements (Rs. in lacs) Particulars As at As at 31 March, March, 2014 Security Deposits 16, , Oer Deposits 1, , Total 18, , (Rs. in lacs) As at As at 31 March, March, 2014 a. Raw Materials and Components (Valued at Co or Market Price whichever is less) 14, , b. WorkinProgress (Valued at Co ) 39, , Total 54, , [68]

73 Notes forming part of e Financial Statements NOTE 14 : TRADE RECEIVABLES (Rs. in lacs) Particulars J. KUMAR INFRAPROJECTS LIMITED As at As at 31 March, March, 2014 a. Aggregate amount of Trade Receivables outanding for a period less an six mons from e date ey are due for payment Unsecured, Considered Good 19, , b. Unsecured, Considered Good, oer an (a) above Total 20, , NOTE 15 : CASH AND CASH EQUIVALENTS (Rs. in lacs) Particulars As at As at 31 March, March, 2014 Cash and Cash Equivalents Cash in hand Balance wi Banks Current Accounts 1, , Unclaimed Dividend , , Oer Bank Balances Fixed Deposit Receipts (FDR) wi various banks ( Lien Marked ) a) Margin money again Bank Guarantees and Oers 7, , b) Margin money again Overdraft Facility 5, , c) Margin money again Earne Money Deposit d) Margin money for Working Capital facility Fixed Deposit Receipts (FDR) wi various auorities Total 15, , NOTE 16 : SHORT TERM LOANS AND ADVANCES (Rs. in lacs) Particulars As at As at 31 March, March, 2014 Oers (mention wheer secured, considered good; Unsecured considered good; Doubtful) Advances recoverable in Cash or in Kind or for a value to be received 7, , Advance Fringe Benefit Tax (Net of Provision) 0.67 Total 7, , NOTE 17 : OTHER CURRENT ASSETS (Rs. in lacs) Particulars As at As at 31 March, March, 2014 Accrued Intere on Fixed Deposits 1, , Duties and Taxes 2, , Oer Assets , Total 3, , [69]

74 Notes forming part of e Financial Statements NOTE 18 : REVENUE FROM OPERATIONS (Rs. in lacs) Particulars Contract Revenue (Refer Note 29) 128, , Income from Boring and Chiseling 2, , Sales Ready Mix Concrete 2, , Profit from Joint Venture (Refer Note 33) 1, Total 134, , NOTE 19 : OTHER INCOME (Rs. in lacs) Particulars 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 (Rs. in lacs) Particulars Inventory at e beginning of e year 13, , Add: Purchases during e Year 77, , , , Less: Inventory at e end of e year 14, , Total 76, , NOTE 21 : CHANGES IN INVENTORIES OF WORK IN PROGRESS (Rs. in lacs) Particulars (Increase) / Decrease in Stock of WorkInProgress Work in progress at e beginning of e year 43, , Less : Work in progress at e end of e year 39, , Total 3, (11,885.07) NOTE 22 : EMPLOYEE BENEFIT EXPENSES (Rs. in lacs) Particulars Salary, Bonus & Gratuity 6, , Leave Encashment Provident Fund & Oer Fund Staff Welfare Total 7, , [70]

75 Notes forming part of e Financial Statements J. KUMAR INFRAPROJECTS LIMITED NOTE 23 : FINANCE COSTS (Rs. in lacs) Particulars Bank Guarantee Commission and L.C. Charges Bank Intere 5, , Intere on Term Loan Financial and Oer Charges Total 7, , NOTE 24 : OTHER EXPENSES (Rs. in lacs) Particulars Oer Direct Expenses Dewatering & Fabrication Charges Royalty Soil Excavation and Oer Expenses , Water Charges Conruction Site Workers Wages and Oers 10, , Transport Charges 1, , , , Adminiration, Selling & Oer Expenses Audit Fees (Refer Note 24.1) Insurance Directors Remuneration (Refer Note 27) Directors Sitting Fees Donation Electricity Charges 1, , General Expenses Operating & Oer Expenses 3, , Preliminary Expenses w/o Rates & Taxes Rent Paid (Refer Note 40(a)) Repairs & Maintenance Plant & Machinery Oers Telephone Expenses Traveling Expenses , , Total 21, , : Auditor Fees (Rs. in lacs) Particulars Audit Fees Taxation matter For certification and oer Services Total [71]

76 Notes forming part of e Financial Statements NOTE 25 : EARNINGS PER SHARE (EPS) Particulars Nominal Value per share Weighted Average no. of equity shares outanding during e year 29,765, ,801, PAT for e purpose of EPS ( Rs. in lacs) 9, , EPS (Basic & Diluted ) (in Rs.) Disclosure required pursuant to Accounting Standards 28 Impairment of Assets prescribed by Companies (Indian Accounting Standards) Rules, 2015 is as follows: The Company has carried out impairment 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 Impairment of Assets. 27 Directors Remuneration: (Rs. in lacs) Particulars Mr. Jagdishkumar M. Gupta Mr. Kamal J. Gupta Mr. Nalin J. Gupta Total Disclosure required pursuant to Accounting Standards 22 Accounting for Taxes on Income prescribed by Companies (Indian Accounting Standards) Rules, 2015 is as follows: Deferred Tax Liabilities arise during e year Particulars (Rs. in lacs) 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 Standards 7 Conruction Contract prescribed by Companies ( Indian Accounting Standards) Rules, 2015 is as follows: (Rs. in lacs) Particulars Amount of contract revenue recognized as revenue in e period 128, , Contract co incurred and recognized Profits (less recognized losses) up to e reporting date 93, , Advances received from cuomer for contract work 9, , Amount of retention 16, , Gross amount due from cuomer for contract work 16, , [72]

77 Notes forming part of e Financial Statements J. KUMAR INFRAPROJECTS LIMITED 30 Disclosure required pursuant to Accounting Standards 15 Employee Benefits prescribed by Companies ( Indian Accounting Standards) Rules, 2015 is as follows: 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: (Rs. in lacs) Accounting Disclosures Statement GRATUITY Period of accounting to I. Assumptions as at Mortality IALM(200608)Ult Intere / Discount Rate 7.77% Rate of Increase in Compensation 10.00% Rate of return (expected) on plan assets Employee Attrition Rate (Pa Service (PS)) PS: 0 to 40: 30% Expected average remaining service 2.23 II. 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 (15.68) Actuarial (Gain)/Loss on obligation (19.50) PVO at end of period III. Changes in fair value of plan assets Fair Value of Plan Assets at beginning of period Expected Return on Plan Assets Contributions Benefit Paid (15.68) Actuarial gain / (loss) on plan assets (0.24) Fair Value of Plan Assets at end of period IV. Fair Value of Plan Assets Fair Value of Plan Assets at beginning of period Actual Return on Plan Assets Contributions Benefit Paid (15.68) Fair Value of Plan Assets at end of period Funded Status (including unrecognised pa service co) (123.33) Excess of actual over eimated return on Plan Assets (0.24) V. Experience Hiory (Gain)/Loss on obligation due to change in Assumption 1.93 Experience (Gain)/Loss on obligation (21.43) VI. Actuarial Gain/(Loss) on plan assets (0.24) Actuarial Gain/(Loss) Recognised Actuarial Gain/(Loss) for e period (Obligation) Actuarial Gain/(Loss) for e period (Plan Assets) (0.24) Total Gain/(Loss) for e period Actuarial Gain/(Loss) recognized for e period Unrecognized Actuarial Gain/(Loss) at end of period 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) [73]

78 Notes forming part of e Financial Statements (Rs. in lacs) VIII. Amounts to be recognized in e balance sheet and atement of profit & loss PVO at e end of e period Fair Value of Plan Assets at end of period Funded Status (123.33) Unrecognized Actuarial Gain/(Loss) Unrecognised Pa Service Co non veed benefits Net Asset/(Liability) recognized in e balance sheet (123.33) IX Expense recognized in e atement of Profit & 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 (13.96) Net actuarial (gain) / loss recognised for e period (19.27) X Expense recognized in e atement of P & L Movements in e Liability recognized in Balance Sheet Opening Net Liability Expenses as above Contribution paid (13.12) Closing Net Liability XI Schedule III of The Companies Act, 2013 Current Liability Non Current Liability Working Capital Limits: The Company has availed Working Capital facilities again hypoecation of Stock and Book Debt under Bank of India lead consortium agreement, The details of security and limit are as follows: Particulars Fund based Cash Credit Non Fund based BG/ LC Limit Principal Security Collateral Security Working Capital Facilities Rs. 30,000 Lacs (fungible wi Non Fund based limit of Rs. 2,000 Lacs) Rs. 77,000 Lacs (fungible wi Fund based limit of Rs. 2,000 Lacs) a) Pari Passu fir charge on entire Current Assets of e Company excluding Current assets of e 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 Premises 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. d) Pari Passu fir charge by way of pledge of 40 Lacs company s equity shares from promoter s holding. e) Exclusive charge Pledge of TDR for Rs Crore. Guarantors Personal guarantee of Directors Jagdishkumar M. Gupta, Kamal J. Gupta, Nalin J. Gupta, Kusum J. Gupta (Received approval for widrawl of personal guarantee from Lead Bank) and J. Kumar & Co. Outanding as on Rs. 25, Lacs [74]

79 Notes forming part of e Financial Statements 32 Oer facilities provided by Bank J. KUMAR INFRAPROJECTS LIMITED The Company has availed Working Capital and Term Loans facilities for DMRC Projects i.e. CC 20 and CC 24, under Yes Bank Lead Consortium arrangement, The details of security and limits are as follows: Particulars Fund based Cash Credit Non Fund based BG/ LC Limit Term Loan / LC Buyers' Credit (BC) Term Loan ECB Principal Security Collateral Security Personal Guarantee Outanding Cash Credit as on Term Loan as on Rs. 10,500 Lacs Rs. 32,500 Lacs Rs. 17,000 Lacs Rs. 5,000 Lacs Working Capital Facility a) Fund / Non Fund based Pari Passu fir charge on Current Assets of e DMRC CC 20 & 24 Projects b) Term Loan (LC/BC/ECB) Pari Passu fir charge on present and future Fixed Assets of e DMRC CC 20 & 24 Projects. a) Personal Guarantee of Directors Mr. Jagdishkumar M. Gupta and Mr. Nalin J. Gupta Rs. 6, Lacs Rs. 10, Lacs 33 Disclosure required pursuant to Accounting Standards 18 Related Party Disclosure prescribed by Companies (Indian Accounting Standards) Rules, 2015 is as follows: 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.V. J. Kumar Chirag Navdeep (Consortium) J.V. J. Kumar Chirag API (Consortium) J.V. NCC J. Kumar J.V. Ameya Developers & J. Kumar J.V. J. Kumar Shiva Engineering Conruction J.V. J. Kumar RPS Infraprojects J.V. J. Kumar Mukesh Broers J.V. J. Kumar R.K. Indra (Consortium) J.V. J. Kumar PBA J.V. J. Kumar CRTG J.V. J. Kumar K.R. Conruction J.V. [75] Jagdishkumar M. Gupta Relative of Key Managerial Personnel Kusum J. Gupta Group Company J. Kumar Software Syems (India) Private Limited Kamal J. Gupta Sonal K. Gupta J. Kumar Minerals & Mines (India) Private Limited Nalin J. Gupta Shalini N. Gupta J. Kumar Developers Limited Goldline Sound Studio J. Kumar Chirag JEKIN (Consortium) J.V. Arvind Gupta Govind Dabriwal Poornima Reddy

80 Notes forming part of e Financial Statements II. The Related party transactions are detailed as required by AS18 are as under: (Rs. in lacs) Key Relative of Key Proprietary Joint Group Particulars Managerial Managerial Concern Venture Company Personnel Personnel Remuneration Paid Rent Paid Contract Revenue 50, Dividend Paid Membership Fees paid 2.82 Profit from JV 1, Sub Contract given Capital Work in Progress 6, Details of Invement purchased and redeemed during e year : S. No. Particulars Opening balance as on No. of units / shares Rs. in Lacs Purchased during e year No. of units / shares Rs. in Lacs Sold during e year No. of units / shares Profit/ (Loss) Closing Balance as on No. of units / shares 1 HDFC Infraructure Fund 20, , Kishan Vikas Patra Indian Infotech & Software Limited 100, , KDJ Holidayscapes and Resorts Limited 164, , , UNNO Induries Limited 555, , (88.69) Total 840, , , (88.69) 354, Figures of previous year have been regrouped / rearranged wherever necessary. All figures have been given in Rupees in lacs. Rs. in Lacs Rs. in Lacs Rs. in Lacs [76]

81 Notes forming part of e Financial Statements 36 Disclosure required pursuant to Accounting Standards 27 Financial Reporting of Intere in Joint Venture prescribed by Companies (Indian Accounting Standards) Rules, 2015 is as follows: S. No. Name of e Joint Venture Name of e Venture Partner Proportion of our intere in JV Country of Incorporation 1 J. Kumar Mukesh Broers J.V. M/s Mukesh Broers 60% India 2 J. Kumar Infraprojects Limited & Chirag Conruction Co. J.V. 3 J. Kumar Chirag Babulal (Consortium) J.V. 4 J. Kumar Chirag Navdeep (Consortium) J.V. 5 J. Kumar Chirag API (Consortium) J.V. 6 J. Kumar Chirag JEKIN (Consortium)J.V. 55% India 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 J. Kumar Shiva Engineering 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) J.V. M/s Chirag Conruction Company M/s Babulal Uttamchand & Co. 51% India M/s Chirag Conruction Company M/s Navdeep Conruction Company 51% India M/s Chirag Conruction Company M/s API Conruction 51% India M/s Chirag Conruction Company M/s JEKIN Enterprise 51% India M/s Chirag Conruction Company M/s Indra Conruction Co. M/s Ramesh Kumar & Co. 51% India 13 J. Kumar CRTG J.V. China Railway No. 3 Group Co. Ltd. 74% India 14 J. Kumar K. R. Conruction J.V. K. R. Conruction 51% 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 e same realizable value as shown in accounts. 38 During e year , e company has transferred Rs % of e profit (P.Y. Rs Lacs) from Statement of Profit and Loss to General Reserve. 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 Standards 19 Accounting for Leases prescribed by Companies (Indian Accounting Standards) Rules, 2015 is as follows: The Company has taken various residential premises under cancellable operating leases. J. KUMAR INFRAPROJECTS LIMITED [77]

82 Notes forming part of e Financial Statements (a) Operating Lease Payment: Lease rental expense in respect of operating leases: Rs Lacs (P.Y. Rs Lacs) (b) Operating Lease Receivables: Lease rental income in respect of operating lease: Rs Lacs (P.Y. Rs Lacs) 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 Responsibility is in accordance wi e provisions of section 135 of e Companies Act, 2013 read wi Schedule VII, e Company has spent an amount of Rs. 100 Lakhs during e year as again Rs lacs. 43 Value of Imports calculated on CIF basis: Rs. 1, Lacs (P.Y. Rs. 13, lacs) 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: (Rs. in lacs) Particulars Import of Machinery , Import of Stores and Spares 1, Foreign Travel Professional/ Consultancy Fees Intere , Total 2, , Contingent Liabilities & Commitments (Rs. in lacs) Particulars A. Contingent Liabilities Guarantees 83, , Letter of Credit 3, , Income tax* 1, B. Commitments contracts remaining to be executed on capital account 2, , Total 91, , *The order under section 143 (3) read wi section 147 of Income Tax Act, 1961 has been received for total demand of Rs Lacs raised by e Assessing Officer for e Assessment Year to and again which e company has filed an appeal wi Commissioner of Income Tax (Appeal). In view of earlier favourable judgements by e Auorities on similar grounds, e Management is expecting to receive a favourable order in is matter. 47 During e 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 reassessed by e Company. Based on current eimates, depreciation of Rs Lacs on account of assets whoes useful life was over as on and deferred tax Rs Lacs ereon have been adjued again General Reserves. [78]

83 Notes forming part of e Financial Statements 48 During e year, e Company raised Rs. 13, Lacs by issuing and allotting 44,25,000 (Previous Year Nil) Equity Shares having a face value of Rs. 10/ each at premium of Rs per share to e Qualified Initutional Inveors rank Pari Passu wi exiing Equity Shares including rights in respect of dividends, e utilisation of QIP proceeds in accordance wi e objects of e issue. Details of utilisation of QIP Proceeds are as under : Particulars J. KUMAR INFRAPROJECTS LIMITED (Rs. in lacs) Invement in Plant and Machinery 1, Funding for Working Capital Requirements Working Capital (EMD) 2, Working Capital 8, QIP Issue Expenses Total , 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. : Date : 29 May, 2015 Place : Mumbai Jagdishkumar M. Gupta Executive Chairman DIN No. : Poornima Reddy Company Secretary Kamal J. Gupta Managing Director DIN No. : Arvind Gupta Chief Financial Officer [79]

84 Notes [80]

85 Notes [81]

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87 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 SIXTEENTH 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, 15 September, 2015 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.

88 To, Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 3132, 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 A/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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90 Key Indicators Financial Highlights Financial Highlights (Rs. in Lacs) Particulars A. Revenue From Operations (Net) 134, , , , , , , , B. Oer Income 1, , Total Income (A+B) 135, , , , , , , , Grow % 13.25% 18.63% 7.59% 1.88% 24.17% 86.19% 90.59% 91.45% Total Expenditure 109, , , , , , , , Profit Before Depreciation, Finance Co and Tax Expense (PBDIT) 26, , , , , , , , Depreciation 4, , , , , , , Profit Before Intere and Tax(PBIT) 21, , , , , , , , Intere 7, , , , , , Profit Before tax (PBT) 13, , , , , , , , Tax Expenses (Income Tax / FBT / Deferred Tax) 4, , , , , , , , Profit for e Year (PAT) 9, , , , , , , , Equity Share Capital 3, , , , , , , , Net Wor * (Equity Shareholders Fund) 78, , , , , , , , Long Term Borrowings 5, , , , , , , , Short Term Borrowings 38, , , , , Total Borrowings 43, , , , , , , , Capital Employed (Net Wor + Total Borrowings) 122, , , , , , , , Particulars Debt Equity Ratio 0.55 : : : : : : : : 1 Book Value per Equity Share (Rs.) Earning per Equity Share (Rs.) Equity Dividend % 40.00% 37.50% 35.00% 22.50% 22.50% 22.50% 20.00% 15.00% PBDIT / Turnover % 19.63% 18.25% 17.61% 16.82% 15.86% 17.58% 16.62% 19.45% PBT Margin % 10.39% 10.47% 11.11% 10.86% 11.27% 13.75% 12.03% 13.81% Net Profit Margin % 7.03% 7.08% 7.57% 7.31% 7.79% 9.16% 8.10% 9.10% Return on Equity Shareholder Fund% 11.96% 14.63% 15.10% 15.60% 19.73% 22.80% 22.54% 16.65% Return on Equity Shareholder Capital% % % % % % % % 94.08% Return on Capital Employed% ** 17.69% 17.63% 21.32% 23.12% 24.84% 33.00% 29.23% 22.91% * After adjument of Miscelleneous Expenditure to e extent not written off. **Profit Before Intere and Taxes (PBIT) is considered as Return for ROCE.

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