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CMM Infraprojects Ltd.

BSE: 535023 Sector: Infrastructure
NSE: CMMIPL ISIN Code: INE289S01013
BSE 05:30 | 01 Jan CMM Infraprojects Ltd
NSE 05:30 | 01 Jan CMM Infraprojects Ltd

CMM Infraprojects Ltd. (CMMIPL) - Director Report

Company director report

To

The Members of

CMM INFRAPROJECTS LIMITED

Your Directors have the pleasure of presenting the 12th Annual Report of the Company onthe business and operations of the Company together with the audited financial statementsfor the financial year ended March 31 2017.

Financial Results

The Company's Performance during the financial year ended March 31 2017 as compared tothe previous financial year is summarised below: (Amount in Rs.)

Particulars 2016-17 2015-16
Revenue from operations 2019026996 1786240562
Other income 30483989 1433634
Total revenue 2049510985 1787674196
Expenses 1968843526 1752528066
Profit/ (Loss) before interest depreciation amortization and taxes (EBITDA) 135862840 79305352
Depreciation and amortisation 23617579 14909977
Interest and finance charges 32437929 29296460
Profit before tax 79807332 35098915
Tax expenses 21010018 12016993
Profit after tax 58797314 23081922

Change in the Nature of Business

There was no change in the nature of the business of the Company during the year underreview.

Performance Review

During the year Company achieved a turnover of Rs. 2049510985/- which isincreased by around 13% as compared to previous year. The Company has achieved turnover ofRs. 58797314/- as compared to last year Rs. 23081922/-. The profit beforedepreciation interest and tax stood at Rs. 135862840/- for the year under review ascompared to Rs. 79305352/- for the previous year.

Dividend

Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits in the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended March 31 2017.

Transfer to Reserves

The Board hasn't recommended any amount to be transferred to the reserve for thefinancial year under review.

Deposits from Public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

Material Changes and Commitment between the Date of the Board Report and End ofFinancial Year

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

Share Capital

During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2017 stood at Rs. 27820650/-.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were evaluated and no reportabledeficiency in the design or operations of such controls were observed.

Related Party Transactions

All related party transactions that were entered into during the financial year underreview were on arm's length basis and were in the ordinary course of the business. Duringthe year the Company had not entered into any contract/ arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany.

Particulars of Loans Guarantees or Investments

Your Company has not given and loans or guarantees or made investment beyond the limitsmentioned under Section 186 of the Companies Act 2013.

Board of Directors and Key Managerial Personnel

Mr. Kishan Mundra Managing Directors of the Company retires by rotation in accordancewith the provisions of the Article of Associations of the Company and being eligible offerhimself for re-appointment.

During the year under review Mr. Ankit Joshi has resigned from the post of CompanySecretary cum Compliance Officer with effect from 09th day of January 2017.

During the year declarations received from the Directors of the Company pursuant tosection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Key ManagerialPersonnel of the Company as on 31st March 2017:

Mr. Kishan Mundra : Chairman cum Managing Director (DIN: 00030739)

Mr. Lokendra Singh Solanki : Chief Financial Officer

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received and taken on record the individual declarations from allthe Independent Directors confirming that they fulfil the criteria of independence asspecified in Section 149(6) of the Companies Act 2013.

Board Meetings

Six (06) meetings of Board of Directors were convened during the financial year underreview on the following dates 16.06.2016; 05.09.2016; 28.11.2016; 09.01.2017; 17.02.2017;and 18.03.2017.

Name of Directors Number of Meetings attended/ Total Meetings held during the F.Y. 2016-2017
Mr. Kishan Mundra 06/06
Mrs. Laxmi Devi Mundra 06/06
Mrs. Samta Mundra 06/06
Mr. Raj Kumar Sabu 06/06
Mr. Atul Chimanlal Sheth 06/06
Mr. Shyam Sunder Bhandari 06/06

Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee comprises of Mr. Shyam Sunder Bhandari as Chairmanand Mr. Atul Chimanlal Sheth and Mr. Raj Kumar Sabu as Member with scope and powermandate by the Act.

Audit Committee

In accordance with the provisions of Section 177 Companies Act 2013 read with relevantrules framed thereunder the Audit Committee comprises of Mr. Raj Kumar Sabu as Chairmanand Mr. Shyam Sunder Bhandari and Mr. Kishan Mundra as Member with scope and powermandate by the Act.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2017 the Board ofDirectors hereby confirms that:

1. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

2. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 31 2017 and of theprofits of the Company for the year ended on that date;

3. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts of the Company have been prepared on a going concern basis;

5. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

6. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Executive and Borrowing Committee

The Committee comprised of following Directors and both the Directors will be themembers of the Committee:

1. Mr. Kishan Mundra - Chairman

2. Mrs. Samta Mundra - Member

During the year under review seven meetings of the Committee were held and attended byboth the Members.

Risk Management

Your Company is well aware of risks associated with its business operations and variousproject under execution. Comprehensively risk management system is being put in placeinvolving classification of risk adoption of risk mitigation measures and strongmechanism to deal with potential risks and situation leading to rise of risks in aneffective manner.

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

Subsidiaries and Associates

As on 31.03.2017 the Company does not have any Subsidiaries and Associates.

Particulars of the employees and related disclosures

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Disclosure under the Sexual Harassment of Women at Work Place (Prevention prohibitionand Redressal) Act 2013

The Company has in place an Anti Harassment Policy in line with the requirements of theSexual Harassment of Women at Work Place (Prevention prohibition and Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underpolicy. There was no complaint received from any employee during the financial year2016-2017 and hence no complaint is outstanding as on 31.03.2017 for redressal.

Statutory Auditors

The Auditors M/s. Muchhal & Gupta Chartered Accountants retire at theensuing Annual General Meeting and are eligible for re-appointment. The Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013 andthey are not disqualified for such appointment.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

Observations of Statutory Auditors on Accounts for the Year Ended 31st March 2017:

The auditor's report does not contain any qualification reservation or adverse remarkor disclaimer.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in form MGT-9 is annexed herewith as "Annexure A" formingpart of this report.

Disclosure pursuant to section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014: Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption and foreign exchange earnings and outgoduring the year under review are as below:

Conservation of Energy

At all the sites of the Company the consumption of power is regularly monitored andnecessary measures are taken to regulate the consumption.

Technology Absorption

During the year under review there is no expenditure on Technology Absorption and onResearch & Development.

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.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Board has appointed M/s. Archna Maheshwari & Co. PracticingCompany Secretaries to conduct the Secretarial Audit of the Company for the financialyear 2016-2017. The Secretarial Audit Report for the financial year 2016-2017 is annexedherewith as "Annexure B" forming part of this report.

The Secretarial Audit report does not contain any adverse comments qualifications orreservations or adverse remarks.

Cost Auditor

The Board of Directors has appointed M/s. Sushil Kumar Mantri & Associates(Firm Registration No.: 101049) to conduct audit of the cost accounting records of theCompany for the financial year 2017-2018. A resolution regarding ratification of theremuneration payable to M/s. Sushil Kumar Mantri & Associates forms part ofthe Notice convening the 12th Annual General Meeting of the Company.

Corporate Social Responsibility Initiative

In view of the profits and turnover of Company during the previous three years it isrequired to undertake corporate social responsibility (CSR) projects during the year2016-17 under the provisions of the section 135 of the Companies Act 2013 and the rulesmade there under. As part of its initiatives under CSR Company has undertaken projects inthe areas of Education and Health. These projects are largely in accordance with ScheduleVII of the Companies Act 2013.

The Annual Report on CSR activities is annexed herewith as and the "AnnexureC". General Disclosure

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Issue of equity share with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.

• No significant and material orders have been passed by any Regulators or Courtor Tribunal which can have an impact on the going concern status and the Company'soperation in future.

ACKNOWLEDGEMENTS

Your directors express their grateful appreciation for the assistance and cooperationreceived from the Banks Government Authorities Customers Vendors and Shareholdersduring the year under review in aiding the smooth flow of operations. Continueddedication and sense of commitment shown by the employees at all levels during the yeardeserve special mention.

For and on behalf of the Board of Directors
CMM Infraprojects Limited
Kishan Mundra
Place: Indore Chairman & Managing Director
Dated: 31st July 2017 DIN: 00030739