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Mapro Industries Ltd.

BSE: 509762 Sector: Infrastructure
NSE: N.A. ISIN Code: INE848M01019
BSE 00:00 | 04 Mar Mapro Industries Ltd
NSE 05:30 | 01 Jan Mapro Industries Ltd
OPEN 440.00
PREVIOUS CLOSE 439.90
VOLUME 10500
52-Week high 440.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 369
Buy Price 433.60
Buy Qty 19.00
Sell Price 0.00
Sell Qty 0.00
OPEN 440.00
CLOSE 439.90
VOLUME 10500
52-Week high 440.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 369
Buy Price 433.60
Buy Qty 19.00
Sell Price 0.00
Sell Qty 0.00

Mapro Industries Ltd. (MAPROINDUSTRIES) - Director Report

Company director report

To

The Members of Mapro Industries Limited

Your Directors have pleasure in presenting before you the 48th Annual Reporttogether with Audited Accounts and Auditor's Report of the Company for the financial yearended 31st March 2020.

1. FINANCIAL HIGHLIGHTS

During the year under review performance of your company as under:

PARTICULARS Year Ended 31st March 2020 Year Ended 31st March 2019
Revenue from Operations & Other Income 8644163 7235107
Profit/(Loss) before Taxation (646616) (5646694)
Less: Tax Expense (168120) NIL
Profit/(Loss) after Tax (814736) (5646694)

2. REVIEW OF OPERATIONS:

During the year under review total revenue from operations & other income of yourcompany was Rs. 8644163/-. Your Directors report that the working of the Company for theyear under review has resulted in a loss of Rs. 814736/- (after tax).

3. STATE OF THE AFFAIRS OF THE COMPANY AND CHANGE IN NATURE OF BUSINESS:

The company is engaged in the business of execution of civil construction contractsthrough sub-contracting. During the period under review there is no change in nature ofthe business of the Company.

4. DIVIDEND & TRANSFER TO RESERVES:

Your directors do not propose any dividend for the Financial Year ended March 31 2020.During the financial year under review no amount was transferred to general reserve.

5. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company is Rs.90000000/- (Nine CroresOnly) for the financial year ended 31st March 2020 divided into 8750000 (Eighty SevenLacs Fifty Thousand Only) equity shares of Rs.10/- each and 25000 (Twenty Five ThousandOnly) Preference Shares of Rs.100/- each.

The paid up Equity Share Capital as at March 312020 stood at Rs. 83889250 (RupeesEight crores thirty eight lacs eighty nine thousand two hundred and fifty only). Duringthe year under review there is no change in the Share Capital of the company during thefinancial year.

6. EXTRACT OF ANNUAL 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 "Annexure- A" and forms an integral part of this Report.

7. SUBSIDIARIES COMPANIES. JOINT VENTURES OR ASSOCIATES COMPANIES:

As on March 31 2020 the Company has no Subsidiary or Associates Company or jointventures Company. Also during the financial year no company became or ceased to be theSubsidiary Joint Venture or Associate Company and hence provision of section 129(3) ofthe Companies Act relating consolidation of financial statements and providing theinformation in the prescribed format AOC-1 are not applicable to the Company.

8. CONSOLIDATED FINANCIAL STATEMENT:

The Company is not required to consolidate its financial statements in terms of theprovision of Section 129(3) of the Companies Act 2013 and Rules made there-under duringthe financial year.

9. CORPORATE GOVERNANCE:

As per Regulations 17-27 clauses (b) to (i) of Regulation 46 (2) and paragraphs C Dand E of Schedule V of the Securities and Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations 2015 ('Listing Regulations') for the periodApril 01 2019 to March 31 2020 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company's SecretarialAuditor confirming compliance forms an integral part of this Report as "Annexure -B".

10. DETAILS OF AUDITORS:

• Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethere under Mr. Pradeep Gupta Chartered Accountants (Membership No: 048979) theStatutory Auditors of the Company holds office until the conclusion of the ensuing AnnualGeneral Meeting.

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethere under. Statutory Auditors of the Company are required to be appointed at the AnnualGeneral Meeting till the conclusion of the ensuing Annual General Meeting.

The Auditors' Report for the financial year ended March 31 2020 does not contain anyqualification reservation or adverse remark. The notes given in the Auditors' Report areself-explanatory and need no further clarification.

• Internal Auditor:

Pursuant to section 138 of the Companies Act 2013 the company had appointed M/s. KB& Associates as the Internal Auditor of the company to carry out the internal auditorof the functions and activities of the company.

• Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 of the Company has appointed Ms.Richa Agarwal (C.P No. 12189) Practicing Company Secretary to conduct the secretarialaudit of the company for the financial year 2019-2020. The Company had provided allassistance and facilities to the Secretarial Auditor for conducting their audit. TheSecretarial Audit Report is included as "Annexure - C" and forms an integralpart of this Report.

There are no qualifications in the Secretarial Audit Report.

• Cost Auditors:

Provisions of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the company during the year.

11. NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year Eight Board Meetings and Five Audit Committee Meetings were held andconvened. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and SEBI's (Listing Obligations & Disclosure Requirement) Regulation 2015.

12. AUDIT COMMITTEE;

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report.

13. REMUNERATION AND NOMINATION COMMITTEE:

The composition and terms of reference of the Remuneration Committee has been furnishedin the Corporate Governance Report forming a part of this Annual Report.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Share Transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report.

15. RELATED PARTY TRANSACTIONS AND POLICY:

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are givenhere-in-below in form AOC-2 in terms of the provision of section 188(1) including certainarm's length transactions:

A. Details of contract or arrangement or transactions not at arms' length basis: Nil

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract /arrangements/transaction including the value if any NA
e. Justification for entering into such contract/ arrangements/transaction NA
f. Date(s) of approval by the Board NA
g- Amount paid as advances if any NA
h. Date on which special resolution was passed in general meeting as required under first proviso to section 188 NA

B. Details of contract or arrangement or transactions at arms' length basis :

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract/arrangements/transaction NA
c. Duration of contract/arrangements/transaction NA
d. Salient terms of contract/arrangements/transaction including the value if any. NA
e. Date(s) of approval by the Board NA
f. Amount paid as advances if any NA

16. VIGIL MECHANISM POLICY:

In pursuant to the provision of section 177(9) & (10) of the companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the company.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

18. LOANS. GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.

19. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 have not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview.

There were no transactions involving foreign exchange earnings and outgo during theyear under review.

20. DETAILS OF DIRECTORS:

Mr. Umesh Kumar Kanodia (DIN-00577231) Director of the Company retires by rotation interms of provision of section 152 of the Companies Act 2013 at the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY.OCCURRING AFTER BALANCE SHEET DATE:

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and on the date of this report.

22. FORMAL ANNUAL EVALUATION:

One of the vital function of the Board is monitoring and reviewing the Board evaluationframework formulated by the Nomination and Remuneration Committee that lay down theevaluation criteria for the performance of all the directors In accordance with theprovisions of the Acts and the Corporate Governance as stipulated under Regulations 17-27clauses (b) to (i) of Regulation 46 (2) and paragraphs C D and E of Schedule V of theSecurities and Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015 ('Listing Regulations').

A separate exercise was carried out to evaluate the performance of individualsDirectors including the chairman of the Board on parameters such as level of engagementand contribution Independence of judgment safeguarding the interest of the company andits minority shareholders etc. The performance of the evaluation of the Non IndependenceDirectors and Boards as a whole also carried out by the Independent Directors.

The review concluded that the performance of the Directors Committees & the Boardas a whole to be adequate and satisfactory.

23. PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

24. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended as "Annexure - D".

25. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c)of sub-section (3) shall state that:-

• Accounting Standard: In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.

• Accounting Policies: The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year ended on 31st March 2020 and of the profit and loss of the company forthat period.

• Proper Efficient and Care: The directors had taken proper and sufficient carefor the maintenance of adequate accounting records for the year ended 31st March 2020 inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

• Going Concern Basis: The directors had prepared the annual accounts on a goingconcern basis.

• Compliance with all laws & Regulations: The directors had devised propersystem to ensure compliance with the provision of all applicable laws and that suchsystems were adequate and operating effectively.

• Internal Financial Controls: The directors had laid down internal financialcontrol to be followed by the company and that such internal financial controls areadequate and operating effectively.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Management Discussion and Analysis as per Regulations 17-27clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of theSecurities and Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015 ('Listing Regulations') is forming part of this Report.

27. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Company is not having any penalties and punishment neither on itself and nor on itsdirectors.

28. RISK MANAGEMENT POLICY:

The Board of Directors of the company has formulated a Risk Management policy whichaims at enhancing shareholders value and providing an optimum risk reward trade off. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures. This policy is also available on the Company's websitewww.maproindustries.com.

29. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In the Opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the company during the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of SevenYears. Therefore there were no funds which were required to be transferred to InvestorEducation And Provident fund (IEPF).

31. CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of the provisions of Section 135 of the Companies Act 2013 the CSRprovisions were not applicable to the company.

32. ENVIRONMENT:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

33. DISCLOSURE' UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT 2013:

The Company has formulated a policy for the prevention of sexual harassment within thecompany. It ensures prevention and deterrence of acts of sexual harassment andcommunicates procedures for their resolution and settlement. Internal Complaint Committeehas been constituted in accordance with the requirements under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 which ensuresimplementation and compliance with the Law as well as the policy at every unit. There wereno cases/ complaints reported in this regard during the year 2018-2019. A copy of thePolicy against sexual harassment is posted on the Company's Website.

34. NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Board on the recommendation of the Nomination & Remuneration committee frameda policy for selection and appointment of Directors senior Management and theirremuneration. The remuneration policy has been posted on the website of the company.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARDS AND GENERAL MEETING:

During the Financial Year your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENT:

Lastly your Directors acknowledge the management team and executive staff who areinstrumental to the growth of the Company. They also express their deep admiration andgratitude for the support and co-operation extended by the clients bankers investorsshareholders and the media for their unwavering support through the years. Your Directorsalso wish to thank the employees at all levels who through their sheer commitment senseof involvement utmost dedication and continued perseverance enabled the Company toachieve the overall development growth and prosperity.

By order of the Board of Directors
Sd/- Sd/-
Place: Mumbai Umesh Kumar Kanodia Atul Kumar Sultania
Date: Decemeber 7 2020 Managing Director Director
(DIN: 00577231) (DIN: 00632710)

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