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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

Your Directors have the pleasure of presenting the 14 Annual Report of the Company onthe business and operations of the Company together with the audited financial statementsfor the financial year ended March 31 2019.

SYNOPSIS OF PROFIT AND LOSS ACCOUNT

The Company's Performance during the financial year ended March 31 2019 as compared tothe previous financial year is summarised below:

Particulars 2018-19 2017-18
Revenue from operations 982973192 2332851731
Other income 22253323 3296593
Total revenue 1005226515 2336148324
Expenses 997775229 2198690107
Pro t/ (Loss) before interest depreciation amortization and taxes (EBITDA) 111952447 216747884
Depreciation and Amortisation 27427296 27090186
Finance Cost 77073865 52199481
Pro t before tax 7451286 137458217
Tax expenses (434529) 47367939
Pro t after tax 7885815 90090278

CHANGE IN THE NATURE OF BUSINESS

The Company is primarily into the business of construction government infrastructureprojects and development of various public civil construction/infrastructural projects inBuilding and Road sector. During the year under review. There has been no change in thenature of the business of the Company.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

During the year under review your Company's total revenue stood at Rs.1005226515/- as compared to Rs. 2336148324/- for the previous year representingan reduction of 56.97%; profit before tax stood at Rs. 7451286/- for the year underreview as compared to Rs. 137458217/- for the previous year representing an reductionof 94.58%.

DIVIDEND

In order to strengthen the financial position and funding to the ongoing projects ofthe Company no dividend is recommended by the Board for the Financial Year 2018-2019.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserve out of the profits earned duringthe FY 2018-19.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year under review towhich the provisions of Section 73 of the Companies Act 2013 are applicable.

MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OFFINANCIAL YEAR

No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31 March 2019 and the date of the Board's Report.

SHARE CAPITAL POSITION AS ON 31 MARCH 2019

AUTHORIZED CAPITAL:

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

ISSUED SUBSCRIBED AND PAID-UP SHARE CAPITAL:

15673260 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 1567.33Lakhs

PAYMENT OF LISTING FEES

Annual listing fee for the year 2019-20 has been paid by the Company to NSE Limitedwhere the shares of the Company are listed. Annual Custody/Issuer fee for the year 2019-20has also been paid by the Company to National Securities Depository Limited and CentralDepository Services (India) Limited.

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 reportable deciency 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 OF INVESTMENTS

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

Kindly refer the financial statements for the loans guarantees and investments given/made by the Company if any as on March 31 2019.

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 2019 the Board ofDirectors hereby con rms 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 2019 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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Laxmi Devi Mundra Whole-time Director of the Company retires by rotation inaccordance with the provisions of the Article of Associations of the Company and beingeligible offer herself for re-appointment. The Board recommends her re-appointment.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP-1 intimation under Section 164(2) i.e. in Form DIR-8 and declaration as tocompliance with the Code of Conduct of the Company.

Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of the Annual General Meeting.

During the year under review Mr. Raj Kumar Sabu resigned from the post of IndependentDirector (Non Executive) w.e.f. 10 September 2018.

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 31 March 2019 are summarized below:

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

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 con rming that they fulfill the criteria of independence asspecified in Section 149(6) of the Companies Act 2013.

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

The certificate of Non Disquali cation of Directors under Regulation 34 (3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is attached as "Annexure F" and forms a part of this Report.

BOARD MEETINGS

Four (04) meetings of Board of Directors were convened during the financial year underreview on the following dates 30.05.2018; 04.09.2018; 14.11.2018 and 12.03.2019.

Name of Directors' Number of Meetings attended/ Total Meetings held during the F.Y. 2018-2019 Last AGM Attended
Mr. Kishan Mundra 04/04 Yes
Mrs. Laxmi Devi Mundra 04/04 Yes
Mrs. Samta Mundra 04/04 Yes
Mr. Raj Kumar Sabu* 02/04 Yes
Mr. Atul Chimanlal Sheth 04/04 No
Mr. Pranjal Dubey 04/04 No

*Mr. Raj Kumar Sabu resigned on 10.09.2018.

SEPERATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on 18 February 2019to review the performance of Non-Independent Directors (including the Chairman) and theentire Board. The Independent Directors also reviewed the quality content and timelinessof the flow of information between the Management and the Board and it's Committees whichis necessary to effectively and reasonably perform and discharge their duties.

COMMITTEE OF THE BOARD

The Company has following five Committees:

Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. The terms ofreference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR)Regulations 2015 and Companies Act 2013. The constitution of the Audit Committee wasapproved by the Board of Directors. The Audit Committee comprises of the followingDirectors of the Company:

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

* Mr. Raj Kumar Sabu resigned on 10.09.2018.

# Mr. Atul Chimanlal Sheth appointed on 08.04.2019

During the year under review four meetings were held.

Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance withsection 178 of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. Theconstitution of the Nomination and Remuneration Committee was approved by a Meeting of theBoard of Directors held. The Nomination and Remuneration Committee comprises of thefollowing 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 1
3. Mr. Raj Kumar Sabu* Independent Director Member N.A.

*Mr. Raj Kumar Sabu resigned on 10.09.2018.

During the year under review one meeting was held.

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' RelationshipCommittee comprises the following Directors:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Raj Kumar Sabu* Independent Director Chairman 1
2. Mr. Pranjal Dubey Independent Director Member 2
3. Mrs. Samta Mundra Whole-Time Director Member 2
4. Mr. Kishan Mundra# Managing Director Member N.A.

* Mr. Raj Kumar Sabu resigned on 10.09.2018.

# Mr. Kishan Mundra appointed on 25.04.2019

During the year under review two meeting were held.

Corporate Social Responsibility (CSR) Committee:

Company has constituted a CSR Committee in accordance with the provisions of section135of Companies Act 2013. The constitution of the CSR Committee was approved by a meetingof the Board and reconstituted as per requirements. The CSR Committee comprises thefollowing 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. Raj Kumar Sabu* Independent Director Member N.A.
3. Mr. Pranjal Dubey Independent Director Member 1
4. Mrs. Samta Mundra Whole-time Director Member 1

* Mr. Raj Kumar Sabu resigned on 10.09.2018.

# Mrs. Samta Mundra appointed on 12.03.2019.

During the year under review one meeting was held.

Executive and Borrowing Committee:

Board of Directors has voluntarily constituted Borrowing Committee of the Board andpowers of Borrowing were delegated to the said committee. This Committee comprises thefollowing directors:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Kishan Mundra Managing Director Chairman 9
2. Mrs. Samta Mundra Whole-Time Director Member 9

During the year under review nine meetings were held.

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

The Company doesn't have any subsidiary associate or joint venture during theFinancial Year 2018-2019 as well as at the beginning or closing of the Financial Year.

DEMATERIALIZATION

As on March 31 2019 all equity shares of the Company are held in dematerialized form.The breakup of the equity shares as on March 31 2019 is as follows:

Particulars No. of Shares Percentage
NSDL 7741725 49.39
CDSL 7931535 50.61
Total 15673260 100.00

RECONCILIATION OF SHARE CAPITAL AUDIT

In line with the requirements stipulated by Securities and Exchange Board of India(SEBI) Reconciliation of Share Capital Audit is carried out on quarterly basis by aPracticing Company Secretary to con rm that the aggregate number of equity shares of theCompany held in National Securities Depository Limited (NSDL) and Central DepositoryService (India) Limited (CDSL) tally with the total number of issued paid up listed andadmitted capital of the Company.

POSTAL BALLOT

During FY 2018-19 no ordinary or special resolutions were passed through postalballot. No special resolution is proposed to be conducted through postal ballot.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 31 2019 made under the provisions ofSection 92(3) of the Act is as "Annexure A" forming part of this report.

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 year2018-2019 and hence no complaint is outstanding as on 31.03.2019 for redressal.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy inline with the provisions of the Companies Act 2013 and the Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on theCompany'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 including criteria fordetermining quali cations positive attributes independence of a director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 andunder Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 adopted by the Board is appended as "Annexure B"forming part of this report.

Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii.Quality of contribution to Board deliberations. iii. Strategic perspectives or inputsregarding future growth of company and its performance. iv. Providing perspectives andfeedback going beyond the information provided by the management. v. Commitment toshareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessmentby the Board of directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

CORPORATE GOVERNANCE

The Company being listed on the SME EMERGE Platform of National Stock Exchange of IndiaLimited is exempted from provisions of Corporate Governance as per Regulation 15 of theSEBI (LODR) Regulations 2015. Hence no Corporate Governance Report is required to bedisclosed/attached with Annual Report. It is important to mention that the Company followsmajority of the provisions of the Corporate Governance voluntarily.

SHAREHOLDING PATTERN

Distribution of Shareholding as on March 31 2019:

Sr. No. Shareholding of Shares Number of Shareholders % of Total Shares % of Total Share Capital
1. 1 500 2 0.31 604 0.0039
2. 1001 2000 3 0.46 5200 0.0332
3. 2001 3000 408 63.35 1222239 7.7982
4. 3001 4000 1 0.16 4000 0.0255
5. 4001 5000 1 0.16 4997 0.0319
6. 5001 10000 125 19.41 862752 5.5046
7. 10001 And above 104 16.15 13573468 86.6027
Total 644 100 15673260 100

Category wise holding summary as on March 31 2019:

Category No. of Securities No. of Shareholders % of Issued Capital
Clearing Member 45856 10 0.2926
Other Bodies Corporate 1315257 36 6.65
Other Bodies Corporate (Promoter Group) 1268980 5 8.0965
Hindu Undivided Family 235000 52 1.4994
Non Resident Indians 45000 6 0.2871
Public 3974087 526 25.3558
Promoters 8134120 6 51.8981
Hindu Undivided Family (Promoter Group) 648960 2 4.1406
Total 15673260 644 100

CODE OF CONDUCT

Regulation 17(5) of SEBI (LODR) Regulations requires listed companies to lay down aCode of Conduct for its Directors and Senior Management incorporating duties of Directorsas laid down in the Companies Act 2013. The Company has adopted a Code of Conduct for allDirectors and Senior Management of the Company which is applicable with effect from thedate of listing of the Company i.e. 12 October 2017 and same has been hosted on thewebsite of the Company.

AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT STATUTORY AUDITORS

M/s. SPARK & Associates Chartered Accountants (FRN: 005313C) the StatutoryAuditors of the Company were appointed as the Statutory Auditors of the Company in the 13Annual General Meeting held on 29 September 2019 for a period of five years i.e. till theconclusion of 18 Annual General Meeting.

The Ministry of Corporate Affairs (MCA) vide its noti cation dated 07 May 2018 hasomitted the requirement under first proviso to Section 139 of the Companies Act 2013 andrule 3(7) of the Companies (Audit & Auditors) Rules 2014 regarding rati cation ofappointment of Statutory Auditors by Shareholders at every subsequent Annual GeneralMeeting.

Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of Section 143 of Companies Act 2013.

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 2018-2019. The Secretarial Audit Report for the financial year 2018-2019 is annexedherewith as "Annexure C" forming part of this report. Your Board ispleased to inform you that there are no such observations made by the Auditor in theirreport

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 2019-2020. A resolution regarding rati cation of theremuneration payable to M/s. Sushil Kumar Mantri & Associates forms part ofthe Notice convening the 14 Annual General Meeting of the Company.

Further the E-form CRA-4 for the last three financial year i.e. 2015-16; 2016-17 and2017-18 is not led with the Registrar of Companies as on the date of Board Report.

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 pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in the "AnnexureD" forming part 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 and Foreign 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
(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 of the financial year) : N.A.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not 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 (Indian Accounting Standards)Rules 2015 noti ed vide Noti cation No. G.S.R.111(E) on 16 Feb. 2015 Companies whoseshares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009 are exempted from the compulsoryrequirement of adoption of IND-AS w.e.f. 1 April 2017. As your Company is also listed onSME (EMERGE) Platform of NSE Limited is covered under the exempted category and is notrequired to comply with IND-AS for preparation of Financial Statements beginning withperiod on or after 1 April 2017.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

In view of the profits and turnover of Company during the previous three financialyears it is required to undertake corporate social responsibility (CSR) projects duringthe year 2018-2019 under the provisions of the section 135 of the Companies Act 2013 andthe rules made there under. As part of its initiatives under CSR Company has undertakenprojects in the areas of Education and Health. These projects are largely in accordancewith Schedule VII of the Companies Act 2013.

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

CONSOLIDATED FINANCIAL STATEMENT

Since the company is not having any subsidiary associates or joint venture thereforethe requirement for Consolidated Financial Statements in accordance with relevantAccounting Standards (AS) is not applicable to the Company.

INDUSTRIAL RELATIONS

The Company's Industrial relations with its employees at all level continued to becordial throughout the year under review.

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:

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

No significant and material orders have been passed by any Regulators or Court orTribunal which can have an impact on the going concern status and the Company's operationin future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CAUTIONARY STATEMENT

The statement made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forward looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied.

Some factors could make difference to the Company's operations that may be due tochange in government policies global market conditions foreign exchange uctuationsnatural disasters etc.

ACKNOWLEDGMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees customers suppliersbankers business partners/associates financial institutions and various regulatoryauthorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their con dence andfaith in the Company and its Management.

For and on behalf of the Board of Directors
CMM Infraprojects Limited
Kishan Mundra
Place: Indore Chairman & Managing Director
Dated: 04 September 2019 DIN: 00030739

ANNEXURE:B

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Regulation19 of Listing Regulation as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee and has been approved by the Boardof Directors.

DEFINITIONS

"Act" means the Companies Act 2013 and Rules made thereunder as amendedfrom time to time. "Board" means Board of Directors of the Company. "Company"means "CMM INFRAPROJECTS LIMITED".

"Committee" means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

"Directors" means Directors of the Company.

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means:

1. The Chief Executive Officer or the Managing Director or the Manager;

2. The Company Secretary;

3. The Whole-time Director;

4. The Chieffinancial Officer; and such other officer as may be prescribed

"Senior Management" means the personnel of the Company who are members ofits core management team excluding Board of Directors.

"Policy" or "This policy" means Nomination andRemuneration Policy.

"Independent Director" means a Director referred to in Section 149 (6) ofthe Companies Act 2013.

INTERPRETATION

Terms that have not been defined in this policy shall have the same meaning as assignedto them in the Companies Act 2013 Listing Agreement and/ or any other SEBI Regulation(s)as amended from time to time.

NOMINATION AND REMUNERATION COMMITTEE

The Board constituted a Nomination and Remuneration Committee consisting of three ormore non-executive directors out of which at least one half are independent directors. TheChairman of the Committee is an independent director.

ROLE OF THE COMMITTEE

The role of the Committee is as under:

(a) To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

(b) To formulate criteria for evaluation of Independent Directors and the Board;

(c) To carry out evaluation of every Director's performance;

(d) To devise a policy on Board diversity;

(e) To identify persons who are qualified to become directors and who may be appointedin Senior Management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;

(f) To recommend to the Board on remuneration payable to the Directors Key ManagerialPersonnel and Senior Management;

(g) To ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meet appropriate performancebenchmarks;

(h) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.

POLICY FOR APPOINTMENT OF MANAGERIAL PERSONNEL DIRECTOR KMP AND SENIOR MANAGEMENT:

I. Appointment criteria and qualifications

(a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Managerial Personnel Director or KMP orSenior Management and recommend to the Board his /her appointment.

(b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

(c) Appointment of Independent Directors is also subject to compliance of provisions ofSection 149 of the Companies Act 2013 read with Schedule IV and rules thereunder and theListing Agreement.

(d) The proposed appointee shall also fulfill the following requirements forappointment as a director:

1. Shall possess a Director Identification Number;

2. Shall not be disqualified under the Companies Act 2013;

3. Shall give his written consent to act as a Director;

4. Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;

5. Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;

6. Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Equity Listing Agreements and other relevant laws.

II. Removal

Due to reasons for any disquali cation mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

III. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION OF MANAGERIAL PERSONNEL DIRECTOR KMP AND SENIOR MANAGEMENT:

I. Remuneration to Executive Directors and Key Managerial Personnel

The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Executive Directors of the Companywithin the overall limits approved by the shareholders.

The Board on the recommendation of the Nomination and Remuneration Committee shallalso review and approve the remuneration payable to the Key Managerial Personnel of theCompany.

The Executive Director and Key Managerial Personnel shall be eligible for a monthlyremuneration as may be approved by the Board. The breakup of the pay scale and quantum ofperquisites including employer's contribution to P.F pension scheme medical expensesclub fees etc. shall be decided and approved by the Board/the Person authorized by theBoard and approved by the shareholders and Central Government wherever required.

II. Remuneration to Non-Executive and Independent Directors

The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Non-Executive and Independent Directorsof the Company within the overall limits approved by the shareholders.

Non-Executive and Independent Directors shall be entitled to sitting fees for attendingthe meetings of the Board and the Committees thereof. The amount of such fees shall bedecided by the Board on recommendation of the Nomination and Remuneration Committee.

The Non-Executive and Independent Directors shall also be entitled to profit relatedcommission in addition to the sitting fees if approved by the Board on recommendation ofthe Nomination and Remuneration Committee.

The remuneration payable to the Non-Executive and Independent Director shall be subjectto ceiling/limits as provided under the Companies Act 2013 and rules made thereunder.

III. Remuneration to other employees

Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job pro le skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

REVIEW AND AMENDMENT

The Nomination and Remuneration Committee or the Board may review and amend the Policyas and when it deems necessary. In case of any amendment(s) notification(s)clarification(s) circular(s) etc. issued by the relevant authorities not beingconsistent with the provisions laid down under this Policy then such amendment(s)notification(s) clarification(s) circular(s) etc. shall prevail upon the provisionshereunder and this Policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) clarification circular(s) etc.