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MMP Industries Ltd.

BSE: 535071 Sector: Metals & Mining
NSE: MMP ISIN Code: INE511Y01018
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MMP Industries Ltd. (MMP) - Director Report

Company director report

To

The Shareholders (Members) of MMP Industries Limited

The Board of Directors of the Company hereby present the Forty-Sixth(46 ) Annual Report together with the Audited Financial Statements (Standalone andConsolidated) of the Company for the year 2018-19 ended 31 March 2019.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

During FY 2018-19 the Company has recorded gross revenue of Rs.26064.92 lakh up 4.58% over the revenue of Rs. 24924.39 lakh of FY 2017-2018. There is anexcellent growth in operating profit (9.55%) and profit before tax (16.14%) as compared togrowth in revenue (4.57%) over the corresponding figures of FY 2017-18. Moreover there isgrowth of 32.52% in net profit from Rs. 1537.17 lakh to Rs. 2037.11 lakh. This is mainlydue tohigher operational efficiencies and reduced taxation.

During FY 2018-19 the share of profits from the associate companieswas Rs. 223.53 lakh as compared to Rs.366.44 lakh in FY 2017-18.

The consolidated net profit for FY 2018-19 is Rs.2260.63 lakh comparedto Rs.1903.61 lakh for FY 2017-18.

The summarized financial results (standalone) of the Company are asfollows :-

Particulars FY 2018-19 FY 2017-18
(Rupees in Lakh)
Revenue from Operations (Gross) 26064.92 24924.39
Other Income 396.70 69.79
Profit / (Loss) before Depreciation Finance Costs Exceptional Items and Tax Expenses 3312.83 3023.90
Less: Depreciation / Amortisation / Impairment 204.25 201.75
Profit / (Loss) before Finance Costs Exceptional items and Tax Expenses 3108.58 2822.15
Less: Finance Costs 277.83 384.79
Profit / (Loss) before Exceptional items and Tax Expenses 2830.74 2437.37
Add/(less): Exceptional items -- --
Profit / (Loss) before Tax Expenses 2830.74 2437.37
Less: Tax Expenses (Current & Deferred) 793.63 900.20
Profit / (Loss) for the year (1) 2037.11 1537.16
Total Comprehensive Income / (Loss) (2) -- --
Total (1+2) -- --
Balance of Profit / (Loss) for earlier years -- --
Less: Transfer to Debenture Redemption Reserve -- --
Less: Transfer to Reserves -- --
Less: Dividend paid on Equity Shares -- --
Less: Dividend paid on Preference Shares -- --
Less: Dividend Distribution Tax -- --
Balance carried forward 2037.11 1537.16

1.2 AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES -TRANSFER TO RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/sviz. Capital Reserve (Special Capital Incentives) Revaluation Reserve General ReserveProfit & Loss and closing balance/s thereof as at 31 March 2019 (FY 2018-19)[Previous Year ended 31 March 2018 (FY 2017-18)] is as follows:-

Particulars FY 2018-19 FY 2017-18
(Rupees in Lakh)
1. Capital Reserve
a. Opening Balance 40.32 58.21
b. (Add) Additions during the year -- --
c. (Less) Transferred during the year -- 17.89
Closing Balance 40.32 58.21
2. Revaluation Reserve
a. Opening Balance 6.08 6.08
b. (Add) Transfer from Statement of Profit & Loss -- --
Closing Balance 6.08 6.08
3. General Reserve
a. Opening Balance 407.13 407.13
b. (Add) Transfer from Statement of Profit & Loss -- --
c. (Less) Amount utilised for issuance of Bonus Shares 407.13 407.13
Closing Balance -- --
4. Profit & Loss Account
a. Opening Balance 4688.42 3346.82
b. (Add) Net Profit for the year 2037.11 1537.17
c. (Less) Amount utilised for issuance of Bonus Shares -- 7.37
d. (Less) Adjustments in respect of provisions of Gratuity &
-- 188.13
Leave Encashment [Net of Taxes]
Closing Balance 6725.59 4688.48
Total Reserve and Surplus 14781.99 4734.87

1.3 DIVIDEND

The Board of Directors of your company after consideringholistically the relevant circumstances and keeping in view the company's dividenddistribution policy has decided that it would be prudent not to recommend any Dividendfor the FY 2018-19 ended 31 March 2019 under review.

The Company is setting up new manufacturing facilities for atomizedaluminium powder pyro & flake aluminium powder and aluminium foils at Umred MIDC Areathrough IPO proceeds and internal accruals. As such the Board of Directors does notrecommend any Dividend on the equity shares for the FY 2018-19 ended 31 March 2019.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR

a) STATE OF COMPANY'S AFFAIRS

Your Company has registered a consistent and strong revenue growthboth in terms of revenue and earnings in the FY 2018-19 under review. The consolidated netrevenue from operations of Rs. 26064.92 lakh in FY 2018-19 is up by 7.38% as compared toRs. 24273.57 lakh in FY 2017-18. The operating profit (EBIDTA) at Rs. 3312.83 lakh in FY2018-19 is 9.55% higher than Rs. 3023.90 lakh of FY 2017-2018. The net profit after shareof Profit from Associates for FY 2018-19 has increased from Rs. 1903.61 lakh to Rs.2260.64 lakh. The overall performance of the respective division/s of the Company duringthe FY 2018-19 are provided hereunder:-

ALUMINIUM POWDER AND PASTE DIVISION

The total revenue of this division is Rs. 19711.16 lakh up by11.49% as compared to the revenue of Rs. 17680.09 lakh of FY 2017-18. The segment resultis at Rs. 3037.67 lakh which is higher by 14.39% compared to Rs. 2655.44 lakh of FY2017-18.

ALUMINIUM CONDUCTORS DIVISION

The total revenue of this division at Rs. 5748.06 lakh down bynominal (0.25%) as compared to the revenue of Rs. 5762.73 lakh of FY 2017-18. The segmentresult is at Rs. 423.93 lakh which is down by (22.3%) compared to Rs. 545.62 lakh of FY2017-18.

NEW MANUFACTURING FACILITIES AT MIDC UMRED (NAGPUR MH)

ALUMINIUM POWDER FACILITY:

The project implementation of atomized aluminium powder plant andpyro & flake aluminium powder plant is nearing completion and both sections areexpected to commence trial production during July 2019.

Major buildings are ready and most of the major plant and machinery hasbeen installed. No load trials of some equipments has already been carried out using standby power source. Utilities like cooling towers compressors water and air piping etc.are under progress.

ALUMINIUM FOIL FACILITY

For implementation of aluminium foil project the Company hasalready initiated steps and released orders for major plant & machinery. Sitedevelopment work has already started and project will see trial production in Q4 of FY2019-20.

Orders for the pre-engineered building (PEB) have been placed and civilwork is expected to start soon.

ALUMINIUM POWDER

The increased and growing demand for atomized powder in the defencesector (Ordinance factories) will boost the demand for the product of the Company.

Specialized fine chemicals formulation applications have beenidentified and your company has started selling powders to some marquee names.

To further enhance the proposed capacity of 1800 MTPA of pyro &flake powder at Umred the Company has purchased 4 additional ball mills to meet thefuture product demand. Consequent to the above the production capacity for pyro &flake plant will increase from 1800 MT to 2800 MT in FY 2020-2021.

ALUMINIUM PASTE

With the transfer of production capacity to TMI for aluminiumpastes your Company is now focusing on sale of leafing powders with better costefficiency / value addition for the ink and plastic industries. Leafing powders have goodexport potential and a growing domestic market specially when converted into aluminiumpellets. In addition certain grades of aluminium pastes not being produced by TMI arebeing produced and sold by your Company to ensure customer retention.

ALUMINIUM CONDUCTORS

Looking to the changing market demand the Company is setting up newproduction capacity for manufacturing aerial bunched cables and power cables with anominal investment in the existing Bhandara facility. This new line will enable increasedutilization of aluminium conductor capacity in the coming years and produce more valueadded products.

Your Company has also developed special aluminium wire in our ConductorDivision and started servicing our explosives customers (who are already buying aluminiumpowders from us) with this product which is used for sealing of slurry cartridges. Weexpect this product to support our Conductor division in a significant manner in thecoming years.

b) CHANGE IN NATURE OF BUSINESS

During the FY 2018-19 ended 31 March 2019 under review the Board ofDirectors though exploring addition to existing business and commercial activities hadneither been explored any change in nature of business and commercial activities for theCompany nor there is a change in nature of business and commercial activities of theCompany. As such no specific details regarding change in nature of business activitiesare required to be given or provided.

c) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THEREPORT

During the FY 2018-19 ended 31 March 2019 under review there are nomaterial changes and commitments affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which the financialstatements relates and the date of this report. As such no specific details are requiredto be given or provided.

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or requiredto revise the Financial Statements or the Board's

Report of the Company for any period prior to the FY 2018-19 ended 31March 2019. As such no specific details are required to be given or provided.

2. GENERAL INFORMATION

OVERVIEW OF THE INDUSTRY

The detailed discussion on the Overview of the Industry is coveredunder Management Discussion and Analysis which forms part of this report

ECONOMIC OUTLOOK

The detailed discussion on the Global Economic Outlook is covered underManagement Discussion and Analysis which forms part of this report

3. CAPITAL AND DEBT STRUCTURE

During the FY 2018-19 ended 31 March 2019 under review there was nochange in the capital structure of the Company except the issue & allotment of4500000 (Forty-five lakh) equity shares of face value of Rs.10/- each at a premium ofRs.178/- per equity share in the capital of the Company through Book Building processin the Initial Public

Offer (IPO) on 10 April 2018. The existing capital Structure of theCompany is as follows:-

31 March 2019 31 March 2018
Particulars (Rupees in Lakh)
Authorised Share Capital
20000000 (20000000) Equity Shares of Rs. 10/- (Rupees Ten) each 2000.00 2000.00
Issued Subscribed and Paid-Up Share Capital
16935075 (12435075) Equity Shares of Rs. 10/- (Rupees Ten) each 1693.51 1243.51

Further the Company has neither issued any convertible ornon-convertible securities debentures bonds warrants shares with differential votingrights as to dividend voting or otherwise nor issued or granted ESOP stock optionsweat equity during the FY 2018-19 ended 31 March 2019.

4. CREDIT RATING OF SECURITIES

During the FY 2018-19 ended 31 March 2019 under review the Company hasneither issued nor required to obtain credit rating of its securities. As such nospecific details are required to be given or provided.

CREDIT RATING FOR DEBT

CRISIL in their review for total bank loan facilities of Rs. 43 Croresvide its communication dated 29 September 2018 has revised and upgraded the credit ratingof the Company. The details of new credit rating assigned to the Company vis-a-visexisting credit rating are given below:-

Existing Credit Rating Revised Credit Rating
Long-Term Rating CRISIL BBB/Stable CRISIL BBB+/Stable
Short-Term Rating CRISIL A3+ CRISIL A2

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2018-19 ended 31 March 2019 under review there were noamount/s which is required to be transferred to the Investor Education and Protection Fundby the Company. As such no specific details are required to be given or provided.

6. MANAGEMENT

6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes amongst the Director/s including Executive Director/s andKey Managerial Personnel (KMP) during the period are as follows:-

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

There were no changes took place amongst the Promoter Director/s of theCompany during the FY 2018-19 ended 31 March 2019.

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

(i) Mr. Bhinvkaran Dhularam Jangid [DIN 08021867] Whole-timeDirector designated Key Managerial Personnel (KMP) [Category Non-PromoterNon-Independent & Executive] ceased to be a Director and also the Whole timeDirector designated Key Managerial Personnel (KMP) of the Company due to resignationeffective 2 February 2019. The Board places on records its appreciation for his widecontributions in the overall performance of the Company.

(ii) Mr. Tenneti Narasimham Murthy [DIN 08342116] was appointed as anAdditional Director [Category Non Promoter Non-Independent & Executive] designatedKey Managerial Personnel (KMP) of the Company effective 2 February 2019 and also theWhole-time Director designated Key Managerial Personnel (KMP) of the Company for aperiod of five (5) years effective 2 February 2019 subject to approval of theShareholders (Members) at their ensuing Forty-Sixth (46 ) Annual General Meeting of theCompany.

(C) CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

(i) CS Chandrakant Shivshankar Nimje [ICSI Membership No. ACS48717 IT PAN ATWPN0626J] ceased to be the Company Secretary & Compliance Officerdesignated Key Managerial Personnel (KMP) of the Company effective 31 August 2018 due toresignation.

(ii) CS Milind Suryakant Rao [ICSI Membership No. ACS 48012 IT PANAJZPR1361H] was appointed as Company Secretary & Compliance Officer designated KeyManagerial Personnel (KMP) of the Company effective 1 September 2018.

Apart from change/s referred to above there is no other change/s inthe Key Managerial Personnel (KMP) of the Company and accordingly Mr. Arun RaghuveerRaj Bhandari [DIN 00008901] Managing Director [Category Promoter & Executive] Mr.Lalit Ranjeet Raj Bhandari [DIN 00010934] Whole-time Director [Category Promoter &Executive] Mr. Tenneti Narasimham Murthy [DIN 08342116] Whole-time Director [CategoryNon-Promoter & Executive] CA Sharad Mohanlal Khandelwal [ICAI Membership No. FCA047999 IT PAN ADCPK2636D] Chief Financial Officer and CS Milind Suryakant Rao [ICSIMembership No. ACS 48012 IT PAN AJZPR1361H] Company Secretary & Compliance Officerof the Company continued to act as the Key Managerial Personnel (KMP) of the Companypursuant to the provisions of Section 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended).

(D) DIRECTOR RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 (as amended)Mr. Lalit Ranjeet Raj Bhandari [DIN 0010934] [Category - Promoter & Executive] ofthe Company retires by rotation and being eligible offers himself for re-appointment.The Board recommends his re-appointment as a Director (Whole-time Director) [Category -Promoter & Executive] of the Company in the interest of the Company.

(E) PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE SHAREHOLDERS(MEMBERS) FOR THEIR APPROVAL AT THE ENSUING FORTY-SIXTH (46 ) ANNUAL GENERAL MEETING OFTHE COMPANY

(i) The term of Mr. Tenneti Narasimham Murthy [DIN 08342116] as anAdditional Director [Category Non- Promoter & Executive] of the Company expiring atthe conclusion of the ensuing Forty-Sixth (46 ) Annual General Meeting of the Company. TheBoard recommends his appointment as a Director [Category Non- Promoter & Executive]liable to retire by rotation of the Company in the interest of the Company.

The Company has received a Notice in writing under Section 160 of theCompanies Act 2013 from a Shareholder (Member) proposing the candidature of Mr. TennetiNarasimham Murthy [DIN 08342116] for the office of a Director of the Company.

(ii) The Board of Directors at its meeting held on 2 February 2019based on the recommendations vide resolution passed by the Nomination & RemunerationCommittee at its meeting held on 2 February 2019 has approved and appointed Mr. TennetiNarasimham Murthy [DIN 08342116] as the Whole-time Director [Category Non- PromoterNon-Independent & Executive] designated Key Managerial Personnel (KMP) of theCompany for a period of five (5) years effective 2 February 2019 subject to approval ofthe Shareholders (Members) of the Company at the ensuing Forty-Sixth (46 ) Annual GeneralMeeting of the Company. The Board recommends his appointment as the Whole-time Director[Category Non-Promoter Non-Independent & Executive] designated Key ManagerialPersonnel (KMP) of the Company for a period of five (5) years effective 2 February 2019in the interest of the Company.

The Company has received the self-declaration/s from all the ExecutiveDirector/s of the Company to the effect that he (i) was or is not disqualified from beingappointed and/or continued to act as a Director of the Company in terms of the provisionsof Section 164 of the Companies Act 2013; and (ii) was or is not debarred from holdingthe office of a Director pursuant to any order of the SEBI or such other authority interms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20 June 2018 on the subject"Enforcement of SEBI Orders regarding appointment of Directors by listedcompanies" The information (details) of Director/s of seeking appointment orre-appointment at the Forty-Sixth (46 ) Annual General Meeting of the Company pursuant toRegulation 26(4) and 36(6) of the Listing Regulations and Secretarial Standards on GeneralMeetings (SS-2) is annexed to the Notice convening the Forty-Sixth (46 ) Annual GeneralMeeting of the Company.

6.2 INDEPENDENT DIRECTORS

CHANGES AMONGST THE INDEPENDENT DIRECTOR/S

Mr. Vijay Singh Bapna [DIN 02599024] and Mr. Sunil Khanna [DIN00907147] were appointed as a Director [Category Non-executive Independent] of theCompany at Forty-fifth (45 ) Annual General Meeting of the Company to hold the officefor a fixed first term of three (3) consecutive years i.e. from the conclusion ofForty-Fifth (45 ) Annual General Meeting held for the FY 2017-18 ended 31 March 2018 upto the conclusion of Forty-Eighth (48 ) Annual General Meeting of the Company to be heldfor the FY 2020-21.

Except the above there is no change in the composition of the Board ofDirectors of the Company during the period under review and accordingly the otherDirector/s namely Mr. Ajay Sadashiv Gokhale [DIN 00550452] Mr. Karan Yudhishtir Varma[DIN 06923525] Mrs. Sudha Sukesh Gandhi [DIN 06611145] Mr. Vijay Singh Bapna [DIN02599024} and Mr. Sunil Khanna [DIN 00907147} are continued as the Director/s [Category- Non-executive Independent] of the Company.

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OFCODE OF CONDUCT

The Company has received the self-declaration/s from all theIndependent Director/s of the Company to the effect that he or she (i) meets the criteriaof independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended)["Listing Regulations"] and also duly complied with Code of Conduct prescribedin Schedule IV to the Act; (ii) was or is not disqualified from being appointed and/orcontinued to act as a Director of the Company in terms of the provisions of Section 164of the Companies Act 2013; and (ii) was or is not debarred from holding the office of aDirector pursuant to any order of the SEBI or such other authority in terms of SEBI'sCircular No. LIST/COMP/14/2018-19 dated 20 June 2018 on the subject "Enforcement ofSEBI Orders regarding appointment of Directors by listed companies".

The Company has received the self-declaration/s from all the Director/sand Senior Management Personnel of the Company as to the due compliance of Company's Codeof Conduct. As such the Company do hereby confirm that the Company has duly complied withthe Company's Code of Conduct namely (i) MMP Code for Prohibition of Insider Trading (ii)MMP Code of Fair Disclosure and (iii) MMP Code of Business Principles and Conduct.

6.4 BOARD MEETINGS

Eight (8) meeting/s of the Board of Directors of the Company wereheld during the FY 2018-19 ended

31 March 2019 under review on (1) 5 April 2018 (2) 10 April 2018 (3) 7May 2018 (4) 30 May 2018 (5) 23 July 2018 (6) 31 August 2018 (7) 12 October 2018 and (8) 2February 2019.

6.5 COMMITTEES

The Company has constituted all the requisite Committee(s) of theBoard namely Audit Committee Nomination & Remuneration Committee Stakeholders'Relationship Committee Corporate Social Responsibility (CSR) Committee Share TransferCommittee Risk Management Committee and Project Monitoring Committee pursuant to theprovisions of the Companies Act 2013 read with the rules made there under and ListingRegulations. The details of its constitution objective or terms of reference and otherrelated information has been provided under the Corporate Governance Report which formspart and parcel of the Board's Report.

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Companyhas not accepted any recommendation/s of the Audit Committee of the Company during the FY2018-19 ended 31 March 2019. As such no specific details are required to be given orprovided.

6.7 COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration andsuch other related information has been provided under the Corporate Governance Reportwhich forms part and parcel of the Board's Report.

6.8 BOARD EVALUATION

The Company's policy on Board Evaluation and such other relatedinformation has been provided under the Corporate Governance Report which forms part andparcel of the Board's Report.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required under Section 197 of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (as amended) are given below:-

(A) The ratio of the remuneration of each Executive Director to themedian remuneration of the employees of the Company for the FY 2018-19 ended 31 March2019:-

Executive Directors Ratio to Median remuneration
Mr. Arun Raghuveer Raj Bhandari Managing Director 51.69:1
Mr. Lalit Ranjeet Raj Bhandari Whole-time Director 23.27:1

(B) The percentage increase in remuneration of each Director/sChief Executive Officer Chief Financial Officer Company Secretary in the FY 2018-19ended 31 March 2019:-

Executive Director/s Chief Financial Officer and Company Secretary % increase in remuneration in the FY 2018-2019
Mr. Arun Raghuveer Raj Bhandari Managing Director 48.92
Mr. Lalit Ranjeet Raj Bhandari Whole-time Director 20.90
Mr. Bhinvkaran Dhularam Jangid Whole-time Director Not Applicable
Mr. Tenneti Narasiham Murthy Whole-time Director Not Applicable
CA Sharad Mohanlal Khandelwal - Chief Financial Officer 23.68
CS Chandrakant Shivshankar Nimje - Company Secretary Not Applicable
CS Milind Suryakant Rao - Company Secretary Not Applicable

(C) The percentage increase in the median remuneration ofemployees in the FY 2018-19 ended 31 March 2019 :- (33.93).

(D) The number of permanent employees on the rolls of Company as on 31March 2019 :- 358.

(E) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

(i) The average annual increase was about 11.52%. During the financialyear the total increase is approximately 10% after accounting for promotions and otherevent based compensation revisions.

(ii) Increase in the managerial remuneration for the financial year wasaround 45.92% other than commission based on net profit as per the terms of theirappointment.

(F) Affirmation: Remuneration paid to Director/s Key ManagerialPersonnel (KMP) and Employees of the Company is as per the remuneration policy of theCompany.

(G) Information as per Section 197 of the Companies Act 2013("the Act") and Rule 5(2) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 (as amended) forms part of this report. However interms of Section 136(1) of the Act the Report and Financial Statements are being sent toall the Shareholders (Members) and others entitled to receive the same excluding thestatement of particulars of employees. The statement is available for inspection by theShareholders (Members) at the Registered Office of the Company during business hours onany working day up to the date of the ensuing Forty-Sixth (46 ) Annual General Meeting. Ifany Shareholder (Member) is interested in obtaining a copy thereof such Shareholder(Member) may write to the Company Secretary whereupon a copy would be sent to theconcerned Shareholder (Member) of the Company.

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROMHOLDING OR SUBSIDIARY COMPANY

The Company do not have any Holding or Subsidiary Company.

6.11 DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirms:-

(i) That in the preparation of the Annual Accounts (FinancialStatements) the applicable Accounting Standards had been followed along with properexplanation relating to material departures;

(ii) That 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 and of the profits of the Company for that financial year;

(iii) That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors had prepared the Annual Accounts (FinancialStatements) on going concern basis;

(v) That the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls were adequate andoperating effectively; and

(vi) That the Directors had devised proper system to ensure compliancewith the provisions of all applicable laws and regulations and that such systems wereadequate and operating effectively.

6.12 INTERNAL FINANCIAL CONTROLS

Messers Manish N. Jain & Company Chartered Accountants Nagpurthe Statutory Auditors of the Company has reviewed and accordingly issued their Reporton the Internal Financial Controls over the Financial Reporting in terms of Clause (i) ofSub-section 3 of Section 143 of the Act which is annexed as an 'Annex B' to theIndependent Auditors' Report of the Company. The Report on the Internal Financial Controlsover the Financial Reporting for the FY 2018-19 ended 31 March 2019 do not contain anyqualification or adverse remarks. The observations made by the Statutory Auditors in theirreport are self-explanatory and have also been further amplified in the notes to thefinancial statements and as such do not call for any explanations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems andprocedures commensurate with the size and nature of business. These procedures aredesigned to ensure:-

(a) that all assets and resources are used efficiently and areadequately protected;

(b) that all the internal policies and statutory guidelines arecomplied with; and

(c) the accuracy and timing of financial reports and managementinformation is maintained.

6.13 FRAUDS REPORTED BY AUDITOR

During the FY 2018-19 ended 31 March 2019 under review:-

(a) there is no fraud occurred noticed and/or reported by theStatutory Auditors under Section 143(12) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financialstatements including the affairs of the Company are self-explanatory and do not containany qualification reservation adverse remarks or disclaimer thereof.

As such no specific information details or explanations required tobe given or provided by the Board of Directors of the Company.

7. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINTVENTURES

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURES

Star Circlips and Engineering Limited (SCEL)

SCEL is a specialized fastener / engineering Company. The Companyexports its circlips retaining rings spring pins and other engineering fasteners toGermany USA Singapore and China among other countries.

The Company's products are extensively used in the automobile sectorcomprising of 2 and 3 wheelers passenger cars commercial vehicles and tractors.

The Company's technical and sales cooperation with Seeger-OrbisGermany has enabled it to upgrade technology and processes to world class levels and itsproducts command a significant preference by all automobile and engineering companies.

SCEL is in process of setting up a flat & shaped wire makingfacility for its captive usage as well as domestic / export markets. The plant is expectedto be commissioned during June 2019.

During the FY 2018-2019 ended 31 March 2019 under review the totalrevenue of Star Circlips at Rs. 12000.55 lakh is up by 11.89% compared to Rs. 10725.38lakh of the FY 2017-2018. The EBIDTA at Rs. 2984.23 lakh is decreased by 4.05% as comparedto Rs. 3110.15 lakh of the FY 2017-2018 and PAT at Rs. 1440.50 lakh is decreased by 7.17%compared to Rs. 1551.69 lakh of the FY 2017-2018 which is mainly due to increase in costof raw materials and finance cost. The Company continued to hold 26.06% shareholding inStar Circlips during the FY 2018-2019 ended 31 March 2019 and by virtue of shareholdingthe share of profit of Rs. 362.24 lakh is considered in the Consolidated FinancialStatement of the Company.

Toyal Mmp India Private Limited (TMI)

TMI is the aluminiumpaste making Company which began manufacturingoperation February 2018. It also imports high value non-leafing grades from other ToyoGroup companies for resale to Indian paint companies like Kansai Nerolac Asian PPG KCCBerger Paints etc.

The Company's leafing products are very well accepted in domestic andexport markets and volumes are expected to rise in coming times.

Apart from domestic and export sales of leafing grades (mainly ASEANRegion) development of corresponding imported non-leafing grades is ongoing. Once thesegrades are developed and accepted (long gestation period because of customer approvalprocedures) bulk production of this high value grade will begin.

During the FY 2018-2019 ended 31 March 2019 under review the totalrevenue of TMI at Rs. 3508.18 lakh as compared to Rs. 1965.25 lakh of the FY 2017-2018.The EBIDTA at Rs. (259.21) lakh as compared to Rs. 35.76 lakh and PAT at (Rs. 533.52) ascompared to (Rs. 47.24 lakh) of the FY 2017-2018. The Company continued to hold 26.00%shareholding in TMI during the FY 2018-2019 ended 31st March 2019 and by virtue ofshareholding the share of loss of Rs. 138.71 lakh is considered in the consolidatedfinancial statements of the Company.

All the requisite information (details) have been provided in theprescribed Form No. AOC-1 attached as an Annex - A which forms part and parcel ofthe Board's Report.

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIESASSOCIATES AND JOINT VENTURES

During the FY 2018-19 ended 31 March 2019 under review the Company isneither a Holding Company nor a Subsidiary Associates or Joint Venture Company of anyother Company or Companies pursuant to the provisions of the Companies Act 2013 read withrelevant rules made thereof.

However Star Circlips & Engineering Limited [CINU24110MH1974PLC017301] and TOYAL MMP India Private Limited [CIN U36990MH2016FTC281521]were continued to be the Associate Companies of the Company during the FY 2018-19 ended 31March 2019.

8. DETAILS OF DEPOSITS

During the FY 2018-19 ended 31 March 2019 under review the Company hasneither invited nor accepted any public deposits within the meaning of Section 73 and 74of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(as amended).As such no specific details prescribed in Rule 8(1) of the Companies(Accounts) Rules 2014 (as amended) are required to be given or provided.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the FY 2018-2019 ended 31 March 2019 under review the Companyhas neither granted loan/s (secured or unsecured) provided guarantees or securities inconnection with any loan/s availed by others nor made any investments pursuant to theprovisions of Section 185 and 186 the Companies Act 2013 read with the Companies(Meetings of Board and its Powers) Rules 2014 (as amended). As such no specific detailsare required to be given or provided.

The Board of Directors of the Company based on the recommendation ofthe Audit Committee of the Company at their respective meeting/s held on 2 February 2019has proposed subject to requisite approval to issue or give any Corporate Guarantee orprovide any Security(ies) for an aggregate outstanding sum of not exceeding to Rs.100000000/- (Rupees Ten Crores) Only against the financial assistance availed and/orto be availed by any of its Subsidiary Associate Joint Venture or Group Company(ies) inwhom any of the Director of the Company is interested including the Corporate Guaranteefor a proportionate value @26% i. e. not exceeding to INR equivalent to US $ 364000(United States Dollars Three Hundred Sixty Four Thousand) Only in favour of Mizuho BankLimited Singapore Branch against the financial assistance availed and/or to be availedby the Associate & Joint-Venture Company namely TOYAL MMP India Private Limited.

The Board of Directors of the Company therefore in terms of Section185 read with 186 of the Companies Act 2013 [as amended by the Companies (Amendment) Act2017 and notified by Ministry of Corporate Affairs vide Notification

Dated 7 May 2018] has proposed the Special Resolution for approval ofthe Shareholders (Members) of the Company in the ensuing Forty-Sixth (46 ) Annual GeneralMeeting in the interest of the Company.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of contracts or arrangements or transactions not at arm'slength basis and/or the details of contracts or arrangements or transactions at arm'slength basis for the FY 2018-19 ended 31 March 2019 in the prescribed Form No. AOC - 2pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 readwith Rule 8(2) of the Companies (Accounts) Rules 2014 (as amended) are given in the Annex- B which forms part and parcel of the Board's Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as anintegral part of its business. Education specifically Education for Girls Women PoorUnder-privileged or Disabled (Divyang) Special Education Research Training & SkillDevelopment Environment Health Drinking Water Rural Development are some of the mostcritical problems that our country has been facing for years. One of the most effectivedirect and indirect solutions to solve these is an education but a great number ofpeoples cannot afford to get them self-educated.

Keeping this in mind the Board of Directors through its CSR Committeehas implemented certain CSR projects either directly or through implementing agencynominated by the CSR Committee of the Company. All the activities and programme/s coveredunder CSR are being monitored and implemented by the CSR Committee of the Company. TheCompany do confirms that the Company is in due compliance of the provisions of Section 135of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The CSR Project/s of the Company are in accordance with theprovisions of Section 135 of Schedule VII to the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 and the Company's CSRPolicy. The Annual Report on the CSR activities for the FY 2018-19 ended 31 March 2019 isgiven in the Annex - C which forms part and parcel of the Board's Report.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to energy conservation technology absorptionforeign exchange earnings and outgo for the FY 2018-19 ended 31 March 2019 as required tobe disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are given in the Annex - D to this report.

13. RISK MANAGEMENT

The Company has a Risk Management framework in place to identifyassess monitor and mitigate various risks to its business. It has framed the RiskManagement Plan and adopted in its Risk Management Policy.

The Board of Directors based on the recommendations of the RiskManagement Committee of the Company annually reviews the Company's risk assessment andminimization procedures to ensure that management identifies and controls risks through aproperly defined framework. The details of the Risk Management Committee and its terms ofreference are set out in the Corporate Governance Report which forms part and parcel ofthis Report.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns orgrievances and to provide adequate safeguards against victimization of persons who isusing this platform and direct access to the Chairman of Audit Committee is also availablein exceptional cases. The detailed objectives of the policy are given in CorporateGovernance Report which forms part and parcel of this report. This Whistle Blower Policyis applicable to all the Directors employees vendors and customers of the Company and itis also posted on the Website of the Company.

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

During the FY 2018-19 ended 31 March 2019 under review no significantand material order is passed by any of the Regulators or Courts or Tribunals impacting thegoing concern status and Company's operations in future. As such no specific details arerequired to be given or provided.

16. AUDITORS

(A) STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company as recommended by the Boardof Directors based on the approval and recommendation of the Audit Committee of theCompany at their Forty-fifth (45 ) Annual General Meeting held on 31 August 2018 hasratified and approved the appointment of Messers Manish N. Jain & Co. CharteredAccountants Nagpur [ICAI Firm Registration No. 138430W Peer Review Certificate No.010231] as the Statutory Auditors of the Company to hold office from the conclusion ofForty-Fifth (45 ) Annual General Meeting held for the FY 2017-18 ended 31 March 2018 tillthe conclusion of the Forty-Ninth (49 ) Annual General Meeting of the Company to be heldfor the FY 2021-22 ending 31 March 2022.

Further the Statutory Auditors have furnished a Certificate of theirconsent qualification and eligibility to continue to act as Statutory Auditors of theCompany for the FY 2019-20 ending 31 March 2020 under Section 139 and 141 of the CompaniesAct 2013 read with the rules and regulations made thereunder.

Accordingly the Board of Directors of the Company based on therecommendations of the Audit Committee of the Company has approved the continuation ofMessers Manish N. Jain & Co. Chartered Accountants Nagpur [ICAI Firm RegistrationNo. 138430W Peer Review Certificate No. 010231] as the Statutory Auditors of the Companyfor the FY 2019-20 ending 31 March 2020.

The Auditors' Report submitted by Messers Manish N. Jain & Co.Chartered Accountants Nagpur [ICAI Firm Registration No. 138430W Peer ReviewCertificate No. 010231] the Statutory Auditors of the Company to the Shareholders(Members) for the FY 2018-19 ended 31 March 2019 do not contain any qualification. Theobservations made by the Statutory Auditors in their report are self-explanatory and havealso been further amplified in the Notes to the financial statements and as such do notcall for any further explanations.

(B) SECRETARIAL AUDITORS

Messers Mukesh Parakh & Associates Company Secretaries Nagpur[ICSI Membership No. FCS-4343 & Certificate of Practice No. 13693] have furnished aCertificate of their consent qualification and eligibility and also have confirmed abouttheir not being disqualified for the appointment including re-appointment as theSecretarial Auditors of the Company for the FY 2018-19 ended 31 March 2019.

Accordingly the Board of Directors on the recommendations of theAudit Committee of the Company has approved and appointed Messers Mukesh Parakh &Associates Company Secretaries Nagpur [ICSI Membership No. FCS-4343 & Certificateof Practice No. 13693] as the Secretarial Auditors of the Company for the FY 2018-19ended 31 March 2019.

(C) COST AUDITORS

Messers Khanuja Patra & Associates Cost Accountants Nagpur [FirmRegistration No. 00214] have furnished a Certificate of their eligibility for appointmentpursuant to Section 141(3)(g) and 148(5) of the Companies Act 2013 read with the rulesmade there under Certificate for independence and arms' length relationship with theCompany and have confirmed about their not being disqualified for such appointmentincluding re-appointment within the meaning of Section 141(3) of the Companies Act 2013.

Pursuant to the provisions of Section 148 of the Companies Act 2013the Board of Directors on the recommendations of the Audit Committee of the Company hasapproved and appointed Messers Khanuja Patra & Associates Cost Accountants Nagpur[Firm Registration No. 00214] as the Cost Auditors of the Company for the FY 2019- 20ending 31 March 2020 and has also recommended their remuneration to the Shareholders(Members) for their ratification at the ensuing Forty-Sixth (46 ) Annual General Meetingof the Company.

(D) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 (as amended) the Board of Directors onthe recommendations of the Audit Committee of the Company has approved and appointed(through re-designation) CA Priyesh Rajesh Jobanputra [ICAI Membership No. ACA 164429]presently designated as the Assistant Manager (Finance) of the Company as the InternalAuditors of the Company for the FY 2018-19 ending 31 March 2019.

The Internal Audit Finding/s and Report/s submitted by the saidInternal Auditors from time to time during the financial year 2018-19 ended 31 March2019 to the Audit Committee and Board of Directors of the Company do not contain anyadverse remarks and qualifications is self-explanatory and do not call for any furtherexplanation/s by the Company.

17. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form No. MR-3 submitted by MessersMukesh Parakh & Associates Company Secretaries Nagpur [ICSI Membership No. FCS-4343& Certificate of Practice No. 13693] the Secretarial Auditors of the Company do notcontain any adverse remarks and qualifications is self-explanatory and do not call forany further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3submitted by the said Secretarial Auditors of the Company for the FY 2018-19 ended 31March 2019 is attached herewith as an Annex - E and forms part and parcel of theBoard's Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS

The Audit Report/s submitted by the Statutory Auditors SecretarialAuditors Cost Auditors and Internal Auditors of the Company for the FY 2018-19 ended 31March 2019 do not contain any qualification or adverse remarks. The observations made byall the Auditors in their respective Report/s are self-explanatory and as such do notcall for any further explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company has duly complied andis in compliance with the applicable Secretarial Standard/s namely SecretarialStandard-1 ('SS-1') on Meetings of the Board of Directors and Secretarial Standard -2('SS-2') on General Meetings during the FY 2018-19 ended 31 March 2019.

Further the Company has to the extent voluntarily adopted for thecompliance of Secretarial Standard-4 ('SS-4') on Report of the Board of Directors for theFY 2018-19 ended 31 March 2019.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THEINSOLVENCY AND

BANKRUPTCY CODE 2016 (IBC) During the FY 2018-19 ended 31 March2019 under review no such event occurred by which Corporate Insolvency Resolution Processcan be initiated under the Insolvency And Bankruptcy Code 2016 (IBC). As such nospecific details are required to be given or provided.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2018-19 ended 31 March 2019 under review the Company hasduly complied with corporate action regarding issue and allotment of 4500000 (Forty-fivelakh) equity shares through its Initial Public Offer (IPO) vide Prospectus dated 5 April2018 and also there is no occasion wherein the Company failed to implement any CorporateAction. As such no specific details are required to be given or provided.

22. ANNUAL RETURN

The extract of the annual return as at 31 March 2019 pursuant to theprovisions of Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 (as amended) is attached herewith as an AnnexF and forms part and parcel of the Board's Report. Moreover the same is alsoavailable on the Company's website viz. www.mmpil.com

23. OTHER DISCLOSURES

(A) AUDITED FINANCIAL STATEMENTS STANDALONE & CONSOLIDATED

For the FY 2018-19 ended 31 March 2019 under review the Company hasprepared the audited financial statements on standalone as well as consolidated basisafter incorporating the share of profit or loss from its associate and joint-venturecompanies namely Star Circlips & Engineering Limited and TOYAL MMP India PrivateLimited.

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the FY 2018-19 ended 31 March 2019 under review industrialrelations remained cordial. Employees' competencies and skills were enhanced by exposingthem to several internal and external training programme/s. A number of measures weretaken to improve motivation level of employees. Additional efforts are continued to beimplemented with a view to obtain commitment and loyalty towards the organisation.

Further the Company and Aluminum Metal Powder Kamgar Sangh ShahapurDistrict Bhandara MH IN has entered into "Form 0 - Memorandum of Settlement"Under Section 58(1) and 4(A) of Maharashtra Industrial Relations Act 1946 read with Rule64 of Maharashtra Industrial Relation Rules 1947 valid for a period of 1 April 2018 to31 March 2022 in respect of its existing manufacturing facilities at Village MaregaonPost Shahapur District Bhandara MH IN in order to establish a reasonable wagestructure and other working conditions to improve productivity to maintain continuedharmonious relationship between the Employees and Management of the Company with anultimate objective to promote overall stability prosperity and growth of the Company.

(C) INDUSTRIAL RELATIONS HEALTH AND SAFETY

The departmental safety coordinators are identified for monitoring andtraining on safety related matters at shop-floor. Safety Committee and Apex Committee areavailable for periodical review on health safety & environment of all departments.Regular training on safety is being organised for new appointee regular employees &contract labour. Mock-drills are conducted for practical exposure to meet emergency needon regular basis. Hand book on safety awareness are distributed to all employees.

(D) COST RECORDS

Pursuant to the provisions of Rule 8(5)(ix)(d) of the Companies(Accounts) Rules 2014 (as amended) the Board of Directors do confirm that the CentralGovernment has prescribed for maintenance of cost records under Section 148(1) of theCompanies Act 2013 by the Company and accordingly such cost accounts and recordssubject to cost audit have been made and maintained by the Company during the FY 2018-19ended 31 March 2019.

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

24.1 STATEMENT OF DEVIATION OR VARIATION

In compliance of Regulation 32 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (as amended) the Company has submitted theun-audited or audited statement of deviation/s or variation/s of the Company for the HalfYear (H-1) ended 30 September 2018 and also Half Year (H-2) / Year 2018-19 ended 31 March2019 duly reviewed by the Audit Committee of the Company to the Stock Exchange namely NSEEMERGE. The same is also posted and available on the Company's website www.mmpil.com.

24.2 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report (MDAR) on the affairs ofthe Company for the FY 2018- 19 ended 31 March 2019 as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (as amended) is provided in aseparate section and forms an integral part of this Report.

24.3 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCEAND NON DISQUALIFICATION OF DIRECTORS

The provisions relating to Corporate Governance provided in theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 [ListingRegulations] are not applicable to the Company for the FY 2018- 19 ended 31 March 2019.However keeping in view the objective of encouraging the use of better corporategovernance practices through voluntary adoption the Company has decided to adopt anddisseminate voluntary disclosure of Corporate Governance which not only serve as abenchmark for the corporate sector but also help the Company in achieving the higheststandard of corporate governance. It may be noted that any omission of any CorporateGovernance provisions shall not be construed as a non-compliance of any relevantprovisions thereof.

Your Directors are pleased to report that your Company has voluntarilyduly complied with the SEBI Guidelines on Corporate Governance relating to the ListingRegulations for the year 2018-19 ended 31 March 2019. A Certificate from Messers MukeshParakh & Associates Company Secretaries Nagpur [ICSI Membership No. FCS-4343Certificate of Practice No. 13693) confirming compliance with conditions as stipulatedunder Listing Regulations and Non-disqualification of Directors are annexed to theCorporate Governance Report of the Company.

24.4 SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively tradedon the SME Platform of National Stock Exchange of India Limited namely NSE EMERGE'effective 12 April 2018. There was no occasion wherein the equity shares of the Companyhave been suspended for trading during the FY 2018-19 ended 31 March 2019.

OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

As on 31 March 2019 the entire 100% issued subscribed and paid-upshare capital i. e. 16935075 equity shares of the Company were held in dematerialised formthrough depositories namely National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES The Company has dulypaid the requisite annual listing fees for the FY 2019-20 ending 31 March 2020 to the SMEPlatform of National Stock Exchange of India Limited namely NSE EMERGE.

The Company has also duly paid the requisite annual custodian andother fees for the FY 2018-19 ended 31 March 2019 to the National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTIONOF

INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company hascomplied with the:-

(i) Code of Prevention of Insider Trading in MMP Securities by theDesignated Persons (Insider) (as amended from time to time); (ii) Code of Conduct ofBusiness Principles and Conduct; (iii) Code for Vigil Mechanism - Whistle Blower Policy;(iv) Code for Independent Directors; (v) Corporate Social Responsibility (CSR) Policy;(vi) Risk Management Policy; (vii) Policy on Document Preservations (Regulation 9of the SEBI (LODR) Regulations 2015); (viii) Policy for determining of 'material'Subsidiary (Regulation 16 of the SEBI (LODR) Regulations 2015); (ix) Policy onmateriality of related party transaction/s and on dealing with related party transactions(Regulation 23 of the SEBI (LODR) Regulations 2015); and (x) Policy for determination ofmateriality based on specified criteria and accordingly grant authorisation fordetermination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations2015).

The aforesaid code/s and policy(ies) are available on the Company'swebsite www.mmpil.com.

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THEWORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

MMP Industries Limited ("the Company") has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees etc.) are coveredunder this Policy.

The following is a summary of sexual harassment complaints received anddisposed of during the FY 2018- 19 ended 31 March 2019:-

(a) Number of complaints pending at the beginning of the year NIL
(b) Number of complaints received during the year NIL
(c) Number of complaints disposed off during the year NIL
(d) Number of cases pending at the end of the year NIL

The Certificate by the Managing Director and Whole-time Director of theCompany to that effect is enclosed herewith as

an Annex G which forms part and parcel of this report.

ENCLOSURES

Annex A Form No. AOC-1 Information or Details about the Associate Companies of the Company
Annex B Form No. AOC-2 Information or Details of contracts or arrangements or transactions not at arm's length basis and/or the details of contracts or arrangements or transactions at arm's length basis
Annex C Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details
Annex D Report on Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Annex E Secretarial Audit Report in Form No. MR-3
Annex F Extract of Annual Return as of 31 March 2019 in the prescribed Form No. MGT-9
Annex F Certificate on Sexual Harassment of Women at the Work place and its Prevention Prohibition & Redressal

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operationand assistance received from National Stock Exchange of India Limited (NSE) SecuritiesExchange Board of India (SEBI) Registrar of Companies Maharashtra Mumbai AuditorsAdvisors & Consultants other Intermediary service provider/s and Investor/s for theirsupport in the maiden IPO of the Company. The Board of Directors also take thisopportunity to extend its sincere thanks for co-operation and assistance received by theCompany from the Central State Local Government and other regulatory authorities Bankersand Members.

The Directors also record their appreciation of the dedication of allthe employees at all levels for their support and commitment to ensure that the Companycontinues to grow.

For and on behalf of the Board
Arun Raghuveer Raj Bhandari Lalit Ranjeet Raj Bhandari
Place : Nagpur Managing Director Whole Time Director
Date : 29 May 2019 DIN - 00008901 DIN - 00010934

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