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CMM Infraprojects Ltd.

BSE: 535023 Sector: Infrastructure
NSE: CMMIPL ISIN Code: INE289S01013
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CMM Infraprojects Ltd. (CMMIPL) - Director Report

Company director report

To

The Members of

CMM Infraprojects Limited

have the pleasure of presenting the 15th Annual Report ofthe Company on the business and operations of the Company together with the auditedfinancial statements for the financial year ended March 312020.

SYNOPSIS OF PROFIT AND LOSS ACCOUNT

The Company's Performance during the financial year ended March31 2020 as compared to the previous financial year is summarised below:

Particulars 2019-20 2018-19
Revenue from operations 703282547 982973192
Other income 13644244 22253323
Total revenue 716926791 1005226515
Expenses 707857013 997775229
Profit/ (Loss) before interest depreciation amortization and taxes (EBITDA) 94993409 111952447
Depreciation and Amortisation 22872223 27427296
Finance Cost 63051408 77073865
Profit before tax 9069778 7451286
Tax expenses (1970058) (434529)
Profit after tax 11039836 7885815

CHANGE IN THE NATURE OF BUSINESS

The Company is primarily into the business of construction ofgovernment infrastructure projects and development of various public civilconstruction/infrastructural projects in Building and Road sector. During the year underreview. There has been no change in the nature ofthe business ofthe Company.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

During the year under review your Company's total revenue stoodat Rs. 716926791/- as compared to Rs. 1005226515/- for the previous yearrepresenting an reduction of 28.68% profit before tax stood at Rs. 9069778/- for theyear under review as compared to Rs. 7451286/- for the previous year representing anincrease of 21.72%.

DIVIDEND

To cater the growing need of funds for business operations yourDirectors have decided not to recommend any dividend on Equity Shares for the year underreview.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserve out ofthe profitsearned during the FY2019-2020.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the yearunder review to which the provisions of Section 73 of the Companies Act 2013 areapplicable.

EMERGENCE OF COVID-19 PANDEMIC

The outbreak of CoVID-19 was declared as a pandemic by the World HealthOrganization which has infected millions number of people globally. CoVID-19 is seenhaving an unprecedented impact on people and economies worldwide. Due to CoVID-19 and incompliance with the directives of the Government of India/State Government / LocalAuthorities the Company had during lockdown continued with the operations at differentsite at Madhya Pradesh. The uncertainty arising from the extended lockdown and theevolving situation while restarting the work may delay completion ofthe work.

The Company is following Government Directives regarding health andsafety of all employees and has already adopted the practice of work from home for itsemployees in order to minimize the risk and contain the spread of CoVID-19. In theoperations focus is being maintained on social distancing and hygienic practices for thesafety ofthe workers/labours at different sites.

MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORTAND END OF FINANCIAL YEAR

No material changes or commitments affecting the financial position ofthe Company have occurred between the end of the financial

year ofthe Company to which the financial statements relate i.e. 31stMarch 2020 and the date ofthe Board's Report.

SHARE CAPITAL POSITION AS ON 31st MARCH 2020 AUTHORIZEDCAPITAL:

16000000 Equity Shares of face value of Rs. 10/- each aggregating toRs. 1600.00 Lakhs.

ISSUED SUBSCRIBED AND PAID-UP SHARE CAPITAL:

15673260 Equity Shares of face value of Rs. 10/- each aggregating toRs. 1567.33 Lakhs PAYMENT OF LISTING FEES

Annual listing fee for the year 2020-2021 has been paid by the Companyto NSE Limited where the shares of the Company are listed. Annual Custody/Issuer fee forthe year 2020-2021 has also been paid by the Company to National Securities DepositoryLimited and Central Depository Services (India) Limited.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls withreference to the financial statements. During the year such controls were evaluated andno reportable deficiency in the design or operations of such controls were observed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during thefinancial year under review were on arm's length basis and were in the ordinarycourse of the business. During the year the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy ofthe Company. The disclosure of related party transactions asrequired to be made under Section 134(3) (h) of the Companies Act 2013 in Form AOC -2 istherefore not applicable.

PARTICULARS OF LOANS GUARANTEES OF INVESTMENTS

Your Company has not given any loans or guarantees or made investmentbeyond the limits mentioned under Section 186 of the Companies Act 2013.

Kindly refer the financial statements for the loans guarantees andinvestments given/ made by the Company if any as on March 31 2020.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended March 312020 theBoard of Directors hereby confirms that:

1. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;

2. Such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2020 andof the profits of the Company for the year ended on that date;

3. Proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. The annual accounts of the Company have been prepared on a goingconcern basis;

5. Internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

6. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kishan Mundra Managing Director of the Company retires by rotationin accordance with the provisions of the Article of Associations ofthe Company and beingeligible offer himself for re-appointment. The Board recommends his re-appointment.

The Directors on the Board have submitted notice of interest underSection 184(1) i.e. in Form MBP-1 intimation under Section 164(2)

i.e. in Form DIR-8 and declaration as to compliance with the Code ofConduct ofthe Company.

Details ofthe proposal for appointment/ re-appointment of Directors arementioned in the Notice of the Annual General Meeting.

CONFIRMATION OF APPOINTMENT

1. Pursuant to the provisions of the section 161(1) of the CompaniesAct 2013 read with the Articles of Association of the Company Mr. Sameer Tiwari (DIN:00883780) is appointed as Additional Director of the Company with effect from 27th February2020 and he shall hold office only up to the date of this Annual General Meeting and beingeligible offer himself for appointment as Independent Director of the Company to holdoffice for 5 (five) consecutive years.

2. Pursuant to the provisions of the section 161(1) of the CompaniesAct 2013 read with the Articles of Association of the company Mr. Jitendra Tolani (DIN:07152307) is appointed as Additional Director of the Company with effect from 27th February2020 and he shall hold office only up to the date of this Annual General Meeting and beingeligible offer himself for appointment as Independent Director of the Company to holdoffice for 5 (five) consecutive years.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act read with Rule 8of Companies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 Key Managerial Personnel of the Company as on31st March 2020 are summarized below:

Mr. Kishan Mundra DIN: 00030739
Chairman & Managing Director
Mrs. Samta Mundra DIN: 00030837
Whole-Time Director
Mrs. Laxmi Devi Mundra
Whole-Time Director DIN: 00030794
Mr. Lokendra Singh Solanki CFO
Mr. Ankit Joshi CS

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence and thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective of independent judgment and without any external influence pursuant toRegulation 25 of the Listing Regulations. None of the Directors have been subjected to anydisqualification under the Act.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS UNDER REGULATION 34(3)

The Certificate ofNon Disqualification of Directors under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached as "Annexure F" and forms a part of this Report.

BOARD MEETINGS

Four (04) meetings of Board of Directors were convened during thefinancial year under review on the following dates 30.05.2019; 04.09.2019; 14.11.2019 and27.02.2020.

Name of Directors' Number of Meetings attended/ Total Meetings held during the F.Y. 2019-2020 Last AGM Attended
Mr. Kishan Mundra 05/05 Yes
Mrs. Laxmi Devi Mundra 05/05 Yes
Mrs. Samta Mundra 05/05 Yes
Mr. Atul Chimanlal Sheth * 04/04 No
Mr. Pranjal Dubey 05/05 Yes
Mr. Jitendra Tolani# -- N.A.
Mr. Sameer Tiwari# -- N.A.

SEPERATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the CompaniesAct 2013; a separate meeting of the Independent Directors of the Company is required tobe held every year. As per Circular no. General Circular No. 11 /2020 dated 24-03-2020whereby due to CoVID-19 pandemic several relaxations have been given by MCA. As perCircular "As per Para VII (1) of Schedule IV to the CA-13 independent directors(IDs) are required to hold at least one meeting without the attendance of Non Independentdirectors and members of management. For the financial year 2019-2020 if the IDs of acompany have not been able to hold such a meeting the same shall not be viewed as aviolation. The IDs however may share their views amongst themselves through telephone ore-mail or any other mode of communication if they deem it to be necessary."Generally before the end of FY the IDs of the company held their meeting but nationwidelockdown due to CoVID-19 the same could not be held. Considering the same the IDs of thecompany decided not to call their meeting and hence the meeting is not held for the FY19-20.

COMMITTEE OF THE BOARD

The Company has following five Committees:

Audit Committee:

The Company has constituted Audit Committee as per requirement ofsection 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations2015. The terms of reference ofAudit Committee are broadly in accordance with theprovisions of SEBI (LODR) Regulations 2015 and Companies Act 2013. The constitution ofthe Audit Committee was approved by the Board of Directors. The Audit Committee comprisesofthe following Directors ofthe Company:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Pranjal Dubey Independent Director Chairman 5
2. Mr. Jitendra Tolani* Independent Director Member N.A.
3. Mr. Kishan Mundra Managing Director Member 5
4. Mr. Atul Chimanlal Sheth# Independent Director Member 4

*Appointed on 27.02.2020 #Resigned on 16.02.2020

The Audit Committee which met five times during the year 2019-2020held its meetings on 08- 04-2019; 30-05-2019; 04-09-2019; 1411-2019 and 27-02-2020.

Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee inaccordance with section 178 of the Companies Act 2013 and the SEBI (LODR) Regulations2015. The constitution of the Nomination and Remuneration Committee was approved by aMeeting of the Board of Directors held. The Nomination and Remuneration Committeecomprises of the following Directors of the Company:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Pranjal Dubey Independent Director Chairman 1
2. Mr. Atul Chimanlal Sheth# Independent Director Member -
3. Mr. Jitendra Tolani* Independent Director Member N.A.
4. Mr. Sameer Tiwari* Independent Director Member N.A.

*Appointed on 27.02.2020 #Resigned on 16.02.2020

The Committee which met once during the year 2019-2020 held itsmeeting on 27-02-2020.

Stakeholders' Relationship Committee:

The Company has constituted a Shareholder/Investors Grievance Committee("Stakeholders Relationship Committee") to redress complaints of theshareholders. The Committee was constituted by the Board. The Stakeholders'Relationship Committee comprises the following Directors:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Pranjal Dubey Independent Director Chairman 1
2. Mrs. Samta Mundra Whole-Time Director Member 1
3. Mr. Kishan Mundra Managing Director Member 1

The Committee which met once during the year 2019-2020 held itsmeeting on 25-04-2019.

Corporate Social Responsibility (CSR) Committee:

Company has constituted a CSR Committee in accordance with theprovisions of section 135 of Companies Act 2013. The constitution of the CSR Committeewas approved by a meeting of the Board and reconstituted as per requirements. The CSRCommittee comprises the following Directors:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Kishan Mundra Managing Director Chairman 1
2. Mr. Pranjal Dubey Independent Director Member 1
3. Mrs. Samta Mundra Whole-time Director Member 1

During the year one meeting ofthe CSR Committee was held on27-02-2020.

Executive and Borrowing Committee:

Board of Directors has voluntarily constituted Borrowing Committee ofthe Board and powers of Borrowing were delegated to the said committee. This Committeecomprises the following directors:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Kishan Mundra Managing Director Chairman -
2. Mrs. Samta Mundra Whole-Time Director Member -

During the year under review no meeting was held.

RISK MANAGEMENT

Your Company is well aware of risks associated with its businessoperations and various project under execution. Comprehensively risk management system isbeing put in place involving classification of risk adoption of risk mitigation measuresand strong mechanism to deal with potential risks and situation leading to rise of risksin an effective manner. The Company is constantly on the lookout for identifyingopportunities to enhance its enterprise value and keeping the need to minimize the risksassociated with such efforts every proposal of significant nature is screened andevaluated for the risks involved and then approved at different levels in the organisationbefore implementation.

Senior professionals conversant with risk management systems have beenentrusted with the said task with a brief to implement the risk management.

The Company is not statutorily required to form risk managementcommittee. However the Audit Committee ofthe Company evaluates the risk management systemregularly.

SUBSIDIARIES AND ASSOCIATES

The Company doesn't have any subsidiary associate or jointventure during the Financial Year 2019-2020 as well as at the beginning or closing oftheFinancial Year.

DEMATERIALIZATION:

As on March 31 2020 all equity shares of the Company are held indematerialized form. The breakup of the equity shares as on March 312020 is as follows:

Particulars No. of Shares Percentage
NSDL 7865768 50.19
CDSL 7807492 49.81
Total 15673260 >100.00

RECONCILIATION OF SHARE CAPITAL AUDIT

In line with the requirements stipulated by Securities and ExchangeBoard of India (SEBI) Reconciliation of Share Capital Audit is carried out on quarterlybasis by a Practicing Company Secretary to confirm that the aggregate number of equityshares of the Company held in National Securities Depository Limited (NSDL) and CentralDepository Service (India) Limited (CDSL) tally with the total number ofissued paid uplisted and admitted capital ofthe Company.

POSTAL BALLOT

During FY 2019-2020 no ordinary or special resolutions were passedthrough postal ballot. No special resolution is proposed to be conducted through postalballot.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 Extract of the Annual Return for the financial year ended March 312020 made underthe provisions of Section 92(3) ofthe Act is as "Annexure A" forming part ofthis report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Harassment Policy in line with therequirements of the Sexual Harassment of Women at Work Place (Prevention prohibition andRedressal) Act 2013. All employees (permanent contractual temporary and trainees) arecovered under policy. There was no complaint received from any employee during thefinancial year 2019-2020 and hence no complaint is outstanding as on 31.03.2020 forredressal.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism which also incorporates a WhistleBlower Policy in line with the provisions ofthe Companies Act 2013 and the Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to reportgenuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessedon the Company's website.(Link:http://www.cmminfra.com/wp-content/uploads/2017/12/Whistle-Blower-Policy.pdf)

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 and under Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 adopted by the Board is appended as "AnnexureB" forming part ofthis report.

Annual evaluation by the Board

The evaluation framework for assessing the performance of directorscomprises ofthe following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth ofcompany and its performance.

iv. Providing perspectives and feedback going beyond the informationprovided by the management.

v. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member andsubsequently assessment by the Board of directors. A member of the Board will notparticipate in the discussion of his/her evaluation.

CORPORATE GOVERNANCE

The Listing Regulations (Amended from time to time) has providedexemption under regulation 15(2)(b) from applicability of Corporate Governance provisionsas specified in regulations 17 17A 18 19 20 21 22 23 24 24A 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV in respect of listed entity which has listed its specified securities on the SMEExchange.

Your Company falls under the exemption criteria as laid down underRegulation 15(2) (b) and therefore not required mandatorily to comply with the saidregulations.

The Company therefore is not required to make disclosures in CorporateGovernance Report as specified in Para C of Schedule V to the Listing Regulations.

Hence no Corporate Governance Report is required to bedisclosed/attached with Annual Report. It is important to mention that the Company followsmajority ofthe provisions ofthe Corporate Governance voluntarily.

SHAREHOLDING PATTERN

Distribution of Shareholding as on March 31 2020:

Sr. No.

Shareholding of Shares

Number of Shareholders % of Total Shares % of Total Share Capital
1. 1 500 1 0.16 100 0.00
2. 501 1000 1 0.16 539 0.00
3. 1001 2000 3 0.49 5000 0.04
4. 2001 3000 377 61.50 1131000 7.22
5. 3001 4000 2 0.33 7613 0.05
6. 4001 5000 1 0.16 5000 0.03
7. 5001 10000 114 18.60 777900 4.96
8. 10001 And above 114 18.60 13746108 87.70
Total 613 100.00 15673260 100.00100

Category wise holding summary as on March 31 2020:

Category No. of Securities No. of Shareholders % of Issued Capital
Clearing Member 6100 2 0.04
Other Bodies Corporate 1306901 33 8.34
Other Bodies Corporate (Promoter Group) 1268980 5 8.10
Hindu Undivided Family 230497 46 1.47
Non Resident Indians 42000 6 0.27
Non Resident (Non Repatriable) 24000 1 0.15
Public 4165289 512 26.57
Promoters 7980533 6 50.92
Hindu Undivided Family (Promoter Group) 648960 2 4.14
Total 15673260 613 100.00

CODE OF CONDUCT

Regulation 17(5) of SEBI (LODR) Regulations requires listed companiesto lay down a Code of Conduct for its Directors and Senior Management incorporatingduties of Directors as laid down in the Companies Act 2013. The Company has adopted aCode of Conduct for all Directors and Senior Management of the Company which is applicablewith effect from the date of listing ofthe Company i.e. 12*1 October 2017 andsame has been hosted on the website ofthe Company.

IMPACT OF COVID-19

The global economy is confronting with an unprecedented CoVID- 19pandemic which has a rippling effect on the real GDP business of all the affectedcountries. In Indian context almost all the sectors are impacted due to lock down and thesocial distancing restrictions migration of labour unavailability of labour at sites andetc resulting in delays in completion of projects followed by delays in release ofpayments from various departments whose works are being performed at different placeswhich affected the financial stability of the Company. The resilience depends on thehealth & societal factors like disease progression vaccine development spendinghabits timely availability of labour force etc.

Despite uncertainty surrounding the CoVID-19 pandemic and lockdownrestrictions the Company believes that post lockdown; supportive measures and stimulifrom the Central/State and Local Government & Reserve Bank of India will help theeconomy to regain its growth. The company expect that Government of India Schemes likeAtma Nirbhar Bharat Make in India etc. will boost the domestic sector immensely.

However the impact assessment of CoVID-19 is a continuing processgiven the uncertainties associated with its nature and duration. The Company will continueto monitor any material changes to future economic conditions.

AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT

STATUTORY AUDITORS

M/s. SPARK & Associates Chartered Accountants (FRN: 005313C) theStatutory Auditors of the Company were appointed as the Statutory Auditors of the Companyin the 13th Annual General Meeting held on 29th September 2018 fora period of five years i.e. till the conclusion of 18th Annual General Meeting.

The Ministry of Corporate Affairs (MCA) vide its notification dated 07thMay 2018 has omitted the requirement under first proviso to

Section 139 of the Companies Act 2013 and rule 3(7) of the Companies(Audit & Auditors) Rules 2014 regarding ratification of appointment of StatutoryAuditors by Shareholders at every subsequent Annual General Meeting.

Further there was no fraud in the Company which was required toreport by statutory auditors of the Company under sub-section (12) of Section 143 ofCompanies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Board has appointed M/s. Archna Maheshwari & Co.Practicing Company Secretaries to conduct the Secretarial Audit of the Company for thefinancial year 20192020. The Secretarial Audit Report for the financial year 2019-2020 inprescribed Form MR-3 is appended hereto as "Annexure C" forming part ofthisreport.

The Secretarial Audit report contains the following qualificationsreservations or adverse remarks as follows:

1. Internal Auditor was not appointed for the Financial Year 2019-20 inaccordance with Section 138 ofthe Companies Act 2013;

2. The Cost Audit Report for the financial year 2018-19 in prescribedE-form CRA-4 is still pending for filing.

3. The Composition of Nomination & Remuneration Committee is innon-compliances till 26-02-2020 as per the provisions of the Companies Act 2013.

4. In terms of Section 135 of the Companies Act 2013 the Company hasunspent amount of INR 1404700/- of Corporate Social Responsibility for the FinancialYear under review.

Managements' Reply:

1. The Company had tried to find an internal auditor for the financialyear 2019-2020 however could not find a suitable candidate. The management will complythe same for the financial year 2020-2021.

2. The management will try to file the pending cost audit report withthe Registrar ofthe Company as soon as possible. The management further make sure tocomply with the provisions related to Cost Audit within time line in future.

3. The committee's constitution was in non-compliance till 27thFebruary 2020 consequent to Resignation of one of a Non-Executive Director of theCompany. During the year under review the Company approached number of professional forthe position however could not find a suitable person. Hence the non compliance persiststill 27.02.2020 in the Nomination and Remuneration Committee in line with the provisionsof Companies Act 2013.

4. The Company is in the identification of Suitable projects forspending the unspent amount. The management will comply with the provisions at theearliest.

INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Companies Act2013 and Rules framed thereunder your Company has appointed M/s. BDMV & CO. CharteredAccountant (Firm Registration No. : 101256W) as the Internal Auditor of the Company forFinancial year 2020-2021.

COST AUDITOR

The Board of Directors has appointed M/s. Sushil Kumar Mantri &Associates Cost Accountant in Practice as Cost Auditors (Firm Registration No.: 101049)to undertake audit of the cost accounting records of the Company for the financial year2020-2021. A resolution regarding ratification of the remuneration to M/s. Sushil KumarMantri & Associates forms part of the Notice convening the 15th AnnualGeneral Meeting ofthe Company.

Further the E-form CRA-4 for the last four financial years i.e.2015-16 2016-17 2017-18 and 2018-19 is not filed with the Registrar of Companies.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit asstated in rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inthe "Annexure D" forming part ofthis report.

DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READWITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014:

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy and technology absorption and foreign exchange earningsand outgo during the year under review are as below:

Conservation of Energy
(i) the steps taken or impact on conservation of energy : N.A.
(ii) the steps taken by the company for utilising alternate sources of energy : N.A.
(iii) the capital investment on energy conservation equipments : N.A.
Technology Absorption
(i) the efforts made towards technology absorption : N.A.
(ii) the benefits derived like product improvement cost reduction product development or import substitution : N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning ofthe financial year) : N.A.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) ifnot fully absorbed areas where absorption has not taken place and the reasons thereof;
(iv) the expenditure incurred on Research and Development : N.A.

Foreign Exchange Earning & Outgo

1. Activities relation to export; initiative taken to increase export development of new export markets for products and service and export plan NIL
2. Total foreign exchange earned N.A.
3. Total foreign exchange used N.A.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (IndianAccounting Standards) Rules 2015 notified vide Notification No. G.S.R.111(E) on 16thFeb. 2015 Companies whose shares are listed on SME exchange as referred to in Chapter XBof SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 are exemptedfrom the compulsory requirement of adoption of IND-AS w.e.f. 1st April 2017.As your Company is also listed on SME (EMERGE) Platform of NSE Limited is covered underthe exempted category and is not required to comply with IND- AS for preparation ofFinancial Statements beginning with period on or after 1st April 2017.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of CSR are not applicable on the Company for theFinancial Year 2019-2020 taking into account the financials of immediate precedingFinancial Year i.e.2018-19. The Company does not fall in any of the limits as prescribedunder Section 135 of Companies Act 2013 amended by the Companies (Amendment) Act 2017which come into effect from 19.09.2018.

The Annual Report on CSR activities is annexed herewith as and the"Annexure E".

CONSOLIDATED FINANCIAL STATEMENT

Since the company is not having any subsidiary associates or jointventure therefore the requirement for Consolidated Financial Statements in accordancewith relevant Accounting Standards (AS) is not applicable to the Company.

INDUSTRIAL RELATIONS

The Company's Industrial relations with its employees at all levelcontinued to be cordial throughout the year under review.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

• The Company has not issued any equity shares with differentialrights as to dividend voting or otherwise.

• The Company has not issued any sweat equity shares during theyear under review and hence no information as per provisions of Rule 8(13) ofthe Companies(Share Capital and Debenture) Rules 2014 is furnished.

• No significant and material orders have been passed by anyRegulators or Court or Tribunal which can have an impact on the going concern status andthe Company's operation in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separatelyfurnished in the Annual Report and forms a part of the Annual Report.

CAUTIONARY STATEMENT

The statement made in this Report and Management Discussion andAnalysis Report relating to the Company's objectives projections outlookexpectations and others may be "forward looking statements" within the meaningof applicable laws and regulations. Actual results may differ from expectations thoseexpressed or implied.

Some factors could make difference to the Company's operationsthat may be due to change in government policies global market conditions foreignexchange fluctuations natural disasters etc.

ACKNOWLEDGMENTS AND APPRECIATION

Your Directors would like to express their sincere appreciation for theassistance and co- operation received from the Financial Institutions Banks GovernmentAuthorities Customers Vendors business associates and Members during the year underreview.

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

Your Directors wish to place on record their sincere appreciation forthe dedicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

CMM Infraprojects Limited

Kishan Mundra
Chairman & Managing Director
Place : Indore DIN: 00030739
Date : 04th September 2020

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