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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 47thAnnual Report together with Audited Accounts and Auditor's Report of the Company for thefinancial year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS

During the year under review performance of your company asunder:

PARTICULARS Year Ended 31st March 2019 Year Ended 31st March 2018
Revenue from Operations & Other Income 7235107 7149308
Profit/(Loss) before Taxation (5646694) 2634551
Less: Tax Expense NIL 738980
Profit/(Loss) after Tax (5646694) 1895571

2. REVIEW OF OPERATIONS:

During the year under review total revenue from operations &other income of your company was Rs. 7235107/-. Your Directors report that the workingof the Company for the year under review has resulted in a loss of Rs. 5646694/- (aftertax).

3. STATE OF THE AFFAIRS OF THE COMPANY AND CHANGE INNATURE OF BUSINESS:

The company is engaged in the business of execution of civilconstruction contracts through sub-contracting. During the period under review there isno change in nature of the business of the Company.

4. DIVIDEND & TRANSFER TO RESERVES:

Your directors do not propose any dividend for the Financial Yearended March 31 2019. During the financial year under review no amount was transferred togeneral reserve.

5. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company isRs.90000000/- (Nine Crores Only) for the financial year ended 31st March 2019 dividedinto 8750000 (Eighty Seven Lacs Fifty Thousand Only) equity shares of Rs.10/- each and25000 (Twenty Five Thousand Only) Preference Shares of Rs.100/- each.

The paid up Equity Share Capital as at March 31 2019 stood atRs. 83889250 (Rupees Eight crores thirty eight lacs eighty nine thousand two hundred andfifty only). During the year under review there is no change in the Share Capital of thecompany during the financial year.

6. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return inform MGT-9 as required under Section 92 of the Companies Act 2013 is included in thisReport as "Annexure - A" and forms an integral part of this Report.

7. SUBSIDIARIES COMPANIES JOINT VENTURES OR ASSOCIATESCOMPANIES:

As on March 31 2019 the Company has no Subsidiary or AssociatesCompany or joint ventures Company. Also during the financial year no company became orceased to be the Subsidiary Joint Venture or Associate Company and hence provision ofsection 129(3) of the Companies Act relating consolidation of financial statements andproviding the information in the prescribed format AOC-1 are not applicable to theCompany.

8. CONSOLIDATED FINANCIAL STATEMENT:

The Company is not required to consolidate its financialstatements in terms of the provision of Section 129(3) of the Companies Act 2013 andRules made there-under during the financial year.

9. CORPORATE GOVERNANCE:

As per Regulations 17-27 clauses (b) to (i) of Regulation 46 (2)and paragraphs C D and E of Schedule V of the Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements) Regulations 2015 (‘ListingRegulations') for the period April 01 2018 to March 31 2019 a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Secretarial Auditor confirming compliance forms an integral part of thisReport as "Annexure - B".

10. DETAILS OF AUDITORS:

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act2013 and rules made there under M/s. LLB & Co. Chartered Accountants (FirmsRegistration No: 117758W) the Statutory Auditors of the Company holds office until theconclusion of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act2013 and rules made there under Statutory Auditors of the Company are required to beappointed at the Annual General Meeting till the conclusion of the Sixth Annual GeneralMeeting.

Further the Company has received a written consent andcertificate from Mr. Pradeep Gupta Chartered Accountants (Membership No.: 048979) to theeffect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified for suchappointment within the meaning of Section 141 of the Companies Act 2013. Therefore Mr.Pradeep Gupta Chartered Accountants are proposed to be appointed as statutory auditors ofthe company to hold office from the conclusion of the ensuing Annual General Meeting tillthe conclusion of the Annual General Meeting to be held for the financial year ended 31stMarch 2024.

The Auditors' Report for the financial year ended March 31 2019does not contain any qualification reservation or adverse remark. The notes given in theAuditors' Report are self-explanatory and need no further clarification.

Internal Auditor:

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

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 of the Companyhas appointed Mr. Vinay Lakhani (C.P No. 14847) Practising Company Secretary to conductthe secretarial audit of the company for the financial year 2018-2019. The Company hadprovided all assistance and facilities to the Secretarial Auditor for conducting theiraudit. The Secretarial Audit Report is included as "Annexure – C"and forms an integral part of this Report.

There are no qualifications in the Secretarial Audit Report.

Cost Auditors:

Provisions of Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Rules 2014 are not applicable to the companyduring the year.

11. NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year Six Board Meetings and Five Audit CommitteeMeetings were held and convened. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI's (Listing Obligations & DisclosureRequirement) Regulation 2015.

12. AUDIT COMMITEE:

The composition and terms of reference of the Audit Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

13. REMUNERATION AND NOMINATION COMMITTEE:

The composition and terms of reference of the RemunerationCommittee has been furnished in the Corporate Governance Report forming a part of thisAnnual Report.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Share Transfer cumStakeholders Relationship Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report.

15. RELATED PARTY TRANSACTIONS AND POLICY:

The Company has developed a related party transactions frameworkthrough standard operating procedures for the purpose of identification and monitoring oftransactions with the related parties.

The policy on related party transactions as approved by the Boardof Directors has been uploaded on the website of the Company. None of the Directors hasany pecuniary relationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related partiesare given here-in-below in form AOC-2 in terms of the provision of section 188(1)including certain arm's length transactions:

A. Details of contract or arrangement or transactions not atarms' 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 thecompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the company.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

18. LOANS GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.

19. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE

EARNINGS AND OUTGO:

The particulars as required under the provisions of Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in respect of conservation of energy and technology absorption have not required tobe furnished considering the nature of activities undertaken by the Company during theyear under review.

There were no transactions involving foreign exchange earningsand outgo during the year under review.

20. DETAILS OF DIRECTORS:

Mr. Atul Kumar Sultania (DIN 00632710) Director of the Companyretires by rotation in terms of provision of section 152 of the Companies Act 2013 at theensuing Annual General Meeting and being eligible offer themselves for re-appointment.

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

There are no material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the company to which the financial statements related and on the date of thisreport.

22. FORMAL ANNUAL EVALUATION:

One of the vital function of the Board is monitoring andreviewing the Board evaluation framework formulated by the Nomination and RemunerationCommittee that lay down the evaluation criteria for the performance of all the directorsIn accordance with the provisions of the Acts and the Corporate Governance as stipulatedunder Regulations 17-27 clauses (b) to (i) of Regulation 46 (2) and paragraphs C D and Eof Schedule V of the Securities and Exchange Board of India (Listing Obligations &Disclosure Requirements) Regulations 2015 (‘Listing Regulations').

A separate exercise was carried out to evaluate the performanceof individuals Directors including the chairman of the Board on parameters such as levelof engagement and contribution Independence of judgment safeguarding the interest of thecompany and its minority shareholders etc. The performance of the evaluation of the NonIndependence Directors and Boards as a whole also carried out by the IndependentDirectors. The review concluded that the performance of the Directors Committees &the Board as a whole to be adequate and satisfactory.

23. PUBLIC DEPOSIT:

During the year under review the Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

24. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended 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 annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures.

• Accounting Policies: The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year ended on 31st March 2019and of the profit andloss of the company for that period.

• Proper Efficient and Care: The directors had taken properand sufficient care for the maintenance of adequate accounting records for the year ended31st March 2019 in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

• Going Concern Basis: The directors had prepared the annualaccounts on a going concern basis.

• Compliance with all laws& Regulations: The directorshad devised proper system to ensure compliance with the provision of all applicable lawsand that such systems were adequate and operating effectively.

• Internal Financial Controls: The directors had laid downinternal financial control to be followed by the company and that such internal financialcontrols are adequate and operating effectively.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

27. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Company is not having any penalties and punishment neither onitself and nor on its directors.

28. RISK MANAGEMENT POLICY:

The Board of Directors of the company has formulated a RiskManagement policy which aims at enhancing shareholders value and providing an optimum riskreward trade off. The risk management approach is based on a clear understanding of thevariety of risks that the organization faces disciplined risk monitoring and measurementand continuous risk assessment and mitigation measures. This policy is also available onthe Company's website www.maproindustries.com.

29. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Audit Committee of the Board of Directors actively reviewsthe adequacy and effectiveness of the internal control system and suggests improvements tostrengthen the same. In the Opinion of the Board the existing internal control frameworkis adequate and commensurate to the size and nature of the business of the company duringthe year such controls were tested and no reportable material weaknesses in the design oroperation were observed.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND:

The Company did not have any funds lying unpaid or unclaimed fora period of Seven Years. Therefore there were no funds which were required to betransferred to Investor Education And Provident fund (IEPF).

31. CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of the provisions of Section 135 of the CompaniesAct 2013 the CSR provisions were not applicable to the company.

32. ENVIRONMENT:

The Company is conscious of the importance of environmentallyclean and safe operations. The Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

33. DISCLOSURE‘ UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:

The Company has formulated a policy for the prevention of sexualharassment within the company. It ensures prevention and deterrence of acts of sexualharassment and communicates procedures for their resolution and settlement. InternalComplaint Committee has been constituted in accordance with the requirements under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013which ensures implementation and compliance with the Law as well as the policy at everyunit. There were no cases/ complaints reported in this regard during the year 2018-2019. Acopy of the Policy 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 framed a policy for selection and appointment of Directors seniorManagement and their remuneration. The remuneration policy has been posted on the websiteof the company.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARDS AND GENERALMEETING:

During the Financial Year your Company has complied withapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENT:

Lastly your Directors acknowledge the management team andexecutive staff who are instrumental to the growth of the Company. They also express theirdeep admiration and gratitude for the support and cooperation extended by the clientsbankers investors shareholders and the media for their unwavering support through theyears. Your Directors also wish to thank the employees at all levels who through theirsheer commitment sense of involvement utmost dedication and continued perseveranceenabled the Company to achieve the overall development growth and prosperity.

By order of the Board of Directors of Mapro Industries Limited

Sd/- Sd/-
Umesh Kumar Kanodia Atul Kumar Sultania
Managing Director Director
(DIN: 00577231) (DIN: 00632710)

Place: Kolkata

Date: August 28 2019