Maplle Infraprojects Ltd.
|BSE: 531200||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE809D01010|
|BSE 05:30 | 01 Jan||Maplle Infraprojects Ltd|
|NSE 05:30 | 01 Jan||Maplle Infraprojects Ltd|
Maplle Infraprojects Ltd. (MAPLLEINFRA) - Director Report
Company director report
Your Directors have great pleasure in presenting the 29th Annual Report together withthe Audited Accounts for the year ended 31st March 2017.
1. FINANCIAL PERFORMANCE /HIGHLIGHTS:
2. OPERATIONAL REVIEW& STATE OF AFFAIRS:
Total revenue of your Company during the year under review is Rs.850.33 lacs asagainst the total revenue of Rs.846.35 lacs in the previous year. Your Company has beenable to earn net profit after tax of Rs.16.91 lacs for the year as against the net profitafter tax of Rs. 14.00 lacs in the previous year.
The Phase I of Jogeshwari project is nearing completion and is likely to get completedin current Financial Year i.e. 2017-18. In due compliance the Company has obtainedregistration under Maha RERA. Inspite of the challenging time the company has goodresponse from the buyers and is confident of selling the entire unsold inventory in2017-18. Further the Company has received 2 approvals for Phase II of Jogeshwari projectand final approval is expected by December 2017. The Directors are hopeful of starting thesecond phase of Jogeshwari in financial year 2017-18. The Company has also applied forapprovals of Juhu project and Directors are working hard to ensure that this project alsostarts in Financial Year 2017-18.
3. DIVIDEND & TRANSFER TO RESERVES:
To consolidate the financial position of the Company the Board does not propose anydividend for the year ended 31 March 2017. The Board does not propose to transfer anyamount to General Reserves for the aforesaid financial year.
4. SHARE CAPITAL OF THE COMPANY:
During the year under review there is no change in the Share Capital of the Company.The Paid up Equity Share Capital as at 31st March 2017 was Rs. 52602000/- divided into5260200 Equity shares having face value of Rs. 10/- each fully paid up.
5. SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES:
The Company does not have any subsidiaries joint ventures or associate companies.
6. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business activities during the financial year2016-17.
7. BOARD OF DIRECTORS:
Your Company has four Directors of which two are Independent Directors
All Independent Directors have given declaration that they meet the criteria ofindependence as laid under Section 149(6) of the Companies Act 2013 and Clause16ofTheSEBI (Listing Obligations And Disclosures Requirement) Regulations 2015.
8. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:
(a) that in the preparation of the Annual Accounts for the financial year ended 31*March 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;
(b) that the Directors had selected such accounting policies and applied themconsistently and 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 at the end of thefinancial year and of the profit of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. COMMITTEES OF THE BOARD:
9.1 AUDIT COMMITTEE:
The Company has a qualified and Independent Audit Committee comprising of Independentand Executive Directors constituted in compliance with the provisions of Section 177 ofthe Companies Act 2013 and The SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 with the Stock Exchange. The Audit Committee acts in accordance with theterms of reference specified from time to time by the Board.
The particulars of Members of Audit Committee and their attendance at the Meetings areas under:
The Audit Committee meetings were held on 30.05.2016 21.07.2016 17.10.201616.01.2017 and 20.03.2017 and the members as above of Audit Committee were present.
9.2 NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination and Remuneration Committee.
The particulars of Members of Nomination & Remuneration Committee and theirattendance at the Meetings are as under:
The Nomination & Remuneration Committee meeting was held on 30.05.2016 and themembers of Nomination & Remuneration Committee as above were present.
9.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has constituted Share Holders Grievance/ ShareTransfer Committee as per the provisions of Section 178 of the Companies Act 2013. TheCommittee has been constituted to strengthen the investor relations and to inter-alialook into issues relating to shareholders grievances pertaining to transfer of sharesnon- receipt of declared dividends nonreceipt of Annual Report issues concerningde-materialization etc.
The particulars of Members of Stakeholders Relationship Committee and their attendanceat the Meetings are as under:
The Stakeholders Relationship Committee meetings were held on 30.05.2016 21.07.201617.10.2016 16.01.2017 and 20.03.2017 the members as above of Stakeholders RelationshipCommittee were present.
Details of Investors Complaints received during the year:
There were no complaints pending for action as on 31st March 2017.
10. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company http://www.mapllegroup.co.in
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and The SEBI (Listing ObligationsAnd Disclosures Requirement) Regulations 2015 the Board has carried out an evaluationafter taking into consideration various aspects of the Board's functioning composition ofthe Board and its Committees culture execution and performance of specific dutiesremuneration obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and Managing Director was carried out by the IndependentDirectors at their meeting held on 30.05.2016. The Board of Directors expressed theirsatisfaction with the evaluation process.
The Company has held 5 Board meetings as on30.05.201621.07.201617.10.201616.01.2017 and 20.03.2017 during the financial yearunder review.
The details are as follows:
REMUNERATION AND SITTING FEES.
The details of Remuneration paid or Sitting fees paid as applicable are as follows:
12. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors (including Independent Directors) Senior Management Personnel and Employees ofthe Company. This will help in dealing with ethical issues and also foster a culture ofaccountability and integrity. The Code has been posted on the Company's websitewww.mapllegroup.co.in
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
13. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The Companyhas accepted unsecured loans from the relatives of the Directors.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not made loans or given guarantees or made any investments during thefinancial year 2016-17 therefore the provisions of section 186 of the Companies Act2013 are not attracted.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS:
There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.
16. EXTRACT OF ANN UAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as AnnexureA'and forms an integral part of this Report.
17. RELATED PARTYTRANSACTIONS:
The disclosure in Form AOC-2 is given as per Annexure B'. Further there are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
18. STATUTORY AUDITOR:
M/s MAK & Associates Chartered Accountants (Firm Registration No 3060-C) wereappointed as the Statutory Auditors of the Company at the AGM held on 29th September 2014to hold office until the conclusion of the third consecutive AGM. The Statutory maximumnumber of years for Mak & Associates will end at the conclusion of this AGM. TheCompany proposes to appoint J M K & Co. Chartered Accountants (Firm Registration No:120459W) as Statutory Auditors of the Company to hold office for a period of 5 years fromconclusion of 29* AGM to the conclusion of the 34* AGM. As required under the provisionsof Section 139 and 142 of the Companies Act 2013 the Company has obtained writtenconfirmation from J M K & Co. Chartered Accountants (Firm Registration No: 120459W)that their appointment if made would be in conformity with the limits specified in thesaid Section.
19. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. GMJ & Associates to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith asAnnexure C' and forms an integral part to this Report.
20. COST AUDIT:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade
thereunder Cost Audit is not applicable to the Company.
21. AUDITOR'S REPORT/SECRETARIAL AUDIT REPORT:
The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self explanatory and therefore do not callfor any further comments.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. The Secretarial Auditor has made certain observations in thereport with regards to appointment of Women Director non-filing of documents with theStock exchange and appointment of Key Managerial Personnel etc. The Company is under theprocess of complying with the same and would ensure in future that all the provisions arecomplied to the fullest extent.
22. SEXUAL HARASSMENT POLICY:
The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act2013 and the Rules made thereunder. During the year under review no complaints werereported.
23. RISK MANAGEMENT POLICY:
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.
The Company has framed a Risk Management Policy (a) to ensure that all the current andfuture material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement (b) to establish a framework for the company's risk management process and toensure its implementation (c) to enable compliance with appropriate regulations whereverapplicable through the adoption of best practices (d) to assure business growth withfinancial stability.
There are no risks which threaten the existence of the Company.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.
Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
25. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of theCentral Depository Services Limited (CDSL). The Company has been allotted ISIN No.INE809D01010. Shareholders' therefore are requested to take full benefit of the same andlodge their holdings with Depository Participants [DPs] with whom they have their DematAccounts for getting their holdings in electronic form.
26. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 ofthe Companies Act 2013 regarding Conservation of Energy Technology Absorption andForeign Exchange Earning and Outgo read along with Rule 8(3) of the Companies (Accounts)Rules 2014 is as follows:
A. Conservation of Energy:
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany.
B. Technology Absorption:
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany.
C. Foreign exchange earnings and outgo:
There was no foreign exchange inflow or Outflow during the year under review.
27. PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration exceeding the limits as prescribed under theprovisions of Section 197 of the Companies Act 2013 and read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no suchparticulars are furnished
28. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Provisions of Corporate Governance are not applicable to the Company for thefinancial year 2016-17 & Management Discussion and Analysis Report is attached as"Annexure D".
The Shares of the Company are listed on the Stock Exchanges at BSE Limited Delhi andAhmedabad. The trading in the share is suspended. The Directors have completed most of theformalities to get the suspension revoked and are hopeful of getting the suspensionrevoked soon.
30. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting the financial position oft hecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and the date of t he report.
31. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to the Companyfor the Financial Year 2016-17.
32. ENVIRONMENTAND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliance environmental regulations and preservation of naturalresources at the Plant.
The Directors wish to convey their appreciation to the Company's shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.