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MRO-TEK Realty Ltd.

BSE: 532376 Sector: Consumer
NSE: MRO-TEK ISIN Code: INE398B01018
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OPEN 18.70
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VOLUME 1500
52-Week high 36.25
52-Week low 14.55
P/E
Mkt Cap.(Rs cr) 35
Buy Price 18.60
Buy Qty 500.00
Sell Price 20.10
Sell Qty 10.00
OPEN 18.70
CLOSE 18.50
VOLUME 1500
52-Week high 36.25
52-Week low 14.55
P/E
Mkt Cap.(Rs cr) 35
Buy Price 18.60
Buy Qty 500.00
Sell Price 20.10
Sell Qty 10.00

MRO-TEK Realty Ltd. (MRO-TEK) - Director Report

Company director report

To

THE MEMBERS OF

MRO-TEK REALTY LIMITED

Your Board of Directors has pleasure in presenting the 35th Annual Reportand the Audited financial results for the year ended 31st March 2019 togetherwith the Independent Auditors' Report and the Secretarial Audit Report.

1. FINANCIAL RESULTS:

Particulars 2018-19 2017-18
(Rs. in Lakhs) (Rs. in Lakhs)
Net Revenue from operations 2691.56 3680.42
Other Income 40.58 116.34
Operation Profit (Loss) before Interest and Depreciation (568.90) 1020.15
Operation Profit (Loss) before Interest (660.98) 939.98
Interest and other Finance Costs (247.74) (244.33)
Operation Profit (Loss) before Taxation and Extraordinary/Exceptional items (908.72) 695.65
Exceptional Items 0 85.16
Profit /(Loss) before Tax (908.72) 780.81
Provision for Taxation (Deferred Tax Adjustments) 6.88 (32.37)
Profit / (Loss) after Taxation (901.84) 748.44
Loss from Discontinuing Operations (84.18) (28.34)
Profit/(Loss) for the period (986.02) 720.10
Other Comprehensive 2.87 10.60
Total Comprehensive Income 983.15 730.70

Your Company's financial statements for the year ended March 31 2019 are the financialstatements prepared in accordance with Ind AS notified under the Companies (IndianAccounting Standards) Rules 2015 including amendments rules 2018. Accordingly numbersfor all the comparative periods have been restated.

PERFORMANCE:

The order position of your Company as on 31st March 2019 is Rs. 5574.85Lakhs. The break up of pending order execution BU wise is as follows:

Products BU Rs. 142.85 Lakhs
EMS BU Rs. 2349.00 Lakhs
Solutions BU Rs. 3083.00 Lakhs
Total Rs. 5574.85 Lakhs

At the outset the Management would like to gratitude to the Shareholders for havingtrust and confidence on the Company and for continuously supporting the Company.

The Company has incurred loss of Rs. (986.02) Lakhs as against profit of Rs. 720.10Lakhs for the corresponding previous year.

The brief review of the financials by the Directors follows:

The revenue from operations from Product business EMS Solutions and Realestate during the year 2018-19 are Rs. 1910 Lakhs Rs. 491 Lakhs Rs. 291 Lakhs and NILas against Rs. 1952 Lakhs Rs. 169 Lakhs Rs. 175 Lakhs and Rs. 1384 Lakhs respectivelyfor the corresponding year 2017-18.

The Company strived to retain core product business irrespective of massivedisrupt which took place in the telecom sector. It may be noted that the Industry isundergoing a consolidation process and the key customers were adversely affected. Therevenue from customers in this segment like Vodafone/Idea Bharti Airtel TataCommunications etc. has fallen from Rs. 1565 Lakhs (Previous year 2017-18) to Rs. 916Lakhs during the year 2018-19. However the revenue from Network product with respect toRailway products has gone up considerably as compared to previous year.

The Company incurred expenditure towards renovation of factoryinfrastructure to meet the international standards of operation to capture defence andmedical segment for EMS. The Company succeeded in getting the medical and defencecustomers. The order position in this segment as on 31st March 2019 is Rs.2349.00 Lakhs.

The Company has increased the plant and machinery capacity by infusing theadditional machineries valuing Rs. 281.56 Lakhs during the year 2018-19.

The Company captured telecom turnkey project from BSNL for West CoalfieldLimited and the size of the order is Rs. 3083Lakhs which is expected to be executed inthe year 2019-20.

To improve the business the Company diversified its business by introducingthe IT & Drones Business unit to capture the opportunities in the market.

The Company has incurred Operating Loss Rs. 568.90 Lakhs before exceptionalitems / extraordinary items discontinuing operations finance cost and depreciationduring the year 2018-19 as against Operational Profit of Rs. 1020.15 Lakhs during theprevious year.

The Company has incurred a loss of Rs. 84.18 Lakhs from discontinuingoperations of Solar business segment during the year 2018-19 as against Rs. 28.34 Lakhsduring the corresponding previous year 2017-18.

The net worth of the Company stood at Rs. 366 Lakhs as on 31stMarch 2019 as against Rs. 1349 Lakhs as on 31st March 2018.

To meet the gap of working capital the availed working capital limits ofRs. 1000.00 Lakhs from Vijaya Bank during the year.

Chair man and Managing Director of the infused Rs. 2060.00 Lakhs till March31 2019 as Working Capital to meet the fund requirements for the day to day operationsand has been supporting the Company by infusing funds as and when required. The Companyhas been paying interest and repaying principal on existing loans to banks withinstipulated time promptly.

The total sales turnover of the Company stood at Rs. 2691.56 Lakhs asagainst Rs. 3680.42 Lakhs as compared to previous year. Details on segmental revenue andperformance are furnished in Note 31 on ‘Supplementary Notes to Accounts.

2. SHARE CAPITAL:

The Company has Authorised Share Capital of Rs. 150000000/- (Rs. Fifteen CroresOnly) divided into 30000000 (Three crores) Equity Share of Rs. 5/- (Rs. Five only)each. During the year there were no changes in the Company's Paid-up Equity Capital and ason 31st March 2019 it is Rs. 9 34 23010/- (Rs. Nine Crores Thirty Four LakhTwenty Three Thousand and Ten only) divided into 1 86 84602 (one crore eighty six lakheight four thousand six hundred and two) equity shares of Rs. 5/- (Rupees Five only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review the Company has not issued any Shares withDifferential Voting Rights.

Disclosure regarding issue of Employee Stock Options:

During the financial year under review the Company has not issued any Employee StockOptions.

Disclosure regarding issue of Sweat Equity Shares:

During the financial year under review the Company has not issued Sweat Equity Shares.

3. CHANGE IN NATURE OF BUSINESS:

During the year under review there were no changes of each in the nature of businessduring the year under review as prescribed in Rule 8(ii) of the Companies (Accounts)Rules 2014.

4. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Year andthe Date of the Report which affect the financial position of theCompany.

5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant events subsequent to the date of financial statements apartfrom the matters mentioned above points.

6. DIVIDEND:

Your Company has started registering the profits for the years after a gap of longperiod. Whilst your Directors understand the sentiments of the investors due tothe losses incurred during the past years the Company's recovery remains work in progressand much more needs to be done and as such this constrains the Board from recommending thedividend.

In view of the continues losses your Board regrets inability to recommend anydividend.

The Directors will strive hard to bring the Company back to dividend track as soon aspossible and the improving performance of the Company is expected to continue tofacilitate consideration of dividend in the years to come.

7. BOARD MEETINGS:

During the year Four (4) meetings of the Board of Directors were held on the followingdates: 23.05.2018 31.07.2018 12.11.2018 and 07.02.2019 and related details includingthat of the various Committees constituted by the Board are made available in the Reportof Directors on Corporate Governance forming part of the Annual report placed before theMembers.

Committees of the Board:

Currently the Board has five Committees viz. the Audit Committee the Nomination andRemuneration Committee the Stakeholders Relationship Committee the Corporate SocialResponsibility Committee and the Management Committee. A detailed note on the compositionof the Board and its Committee and other related particulars are provided in the Report onCorporate Governance forming part of this Annual Report.

8. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Director and KMP: Brief

1. DR. RAGHU NAMBIAR (Holding DIN- 07325471):

Dr. Raghu Nambiar is a dynamic Professional [Ph.D. (Computer Engineering); M.E.(Electrical Engineering) B.Sc. (Phy. Chem. Maths.)]; having more than 35 years ofin-depth multi-dimensional proven track record with entrepreneurial experience inlarge-sized Business undertaking Mid-sized Companies manufacturing pharmaceutical sectorContinuous process Industry with Foreign collaborations Global Company manufacturingProducts and Healthcare Company's.

Research Experience:-

• Researched develo ped and implemented algorith ms for an imaging processinglibrary

• Developed new algorithms for multim odal optim isatio n problems combining stochasti c le arning automata genetic algo rithms and simulated annealing.

Books Publications

• Learning Algorithms: Theory and Application s in Signal Processing Contr ol andCommunications Phil M ars J.R. Chen and Raghu Nambiar CRC Press 1996.

Re-appointment of Director retiring by Rotation:-

As per the Articles of Association of the Company third of the Directors are liable toretire by rotation at the Annual General Meeting of the Company every year. Mrs. GauriAniruddha Mehta retires by rotation and being eligible herself for re-appointment at theensuing Annual General Meeting.

Brief Profile:

Mrs. Gauri Aniruddha Mehta born in business graduated in Arts and a landscapearchitect by passion having more than 35 years of in-depth multidimensional proven trackrecord with entrepreneurial experience in large-sized Business undertaking Mid-sizedCompanies in the Real Estate Business.

Re-appointment of Chairman and Managing Director:-

After successfully completion of Three (3) years of the tenure as the Chairman andManaging Director of your Company The Board of Directors had Re-appointed Mr. AniruddhaBhanuprasad Mehta as Chairman and Managing Director which subject to approval ofShareholders in forthcoming General Meeting.

Brief Profile:

Mr. Aniruddha Bhanuprasad Mehta a born entrepreneur and a visionary leader hasbeen the iconic figure behind the success of the Umiya Group. He possesses a wide range ofexpertise and special skills instrumental in building a Company committed to developquality projects with sheer passion diligence and a burning desire to achieve excellence.A graduate from Mumbai Mr. Mehta is blessed with a keen business acumen that was honedwhile working with his uncle who ran a public limited Company and his grandfather in theClearing & Freight Forwarding business. An opportunity that presented itself while ona business trip established him in Bangalore.

A small upmarket residential project saw the birth of Umiya in the year 2000 and therewas no looking back. A few more residential projects gave Mr. Mehta the confidence toexpand his horizon beyond Bangalore and the first step to his dream was fulfilled bysetting up his business in Goa in the year 2007 and now he is looking for turnaround ofour Organization

Mr. Mehta's passion for work meticulous work ethics and drive for quality has todayearned the confidence and trust of investors and his customers.

As on 22nd May 2019 Mr. M V Sampath Kumar ceased to hold office asIndependent Director of the Company. The Board places on record its appreciation of theinvaluable contribution and guidance provided by the outgoing Director.

9. DECLARATION FROM INDEPENDENT DIRECTORS one ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) & 149(7) of the Companies Act 2013 that the IndependentDirectors of the Company meet with the criteria of their Independence laid down in Section149(6) (Annexure I).

10. COMPOSITION OF THE AUDIT COMMITTEE NOMINATION AND REMUNERATION COMMITTEESTAKEHOLDERS RELATIONSHIPS COMMITTEE & CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

Following are the compositions of various Committees:

I) Audit Committee:

Name Designation
a. Mr. Mohan Subramaniam Chairman
b. Mr. Sudhir Kumar Hasija Member
c. Mr. M V Sampath Kumar Member
d. Mrs. Gauri A Mehta Member

ii) Nomination and Remuneration Committee

Name Designation
a. Mr. Sudhir Kumar Chairman
b. Mr. Mohan Subramaniam Member
c. Mr. M V Sampath Kumar Member
d. Mrs. Gauri A Mehta Member

iii) Stakeholders' Relationship Committee:

Name Designation
a. Mr. Sudhir Kumar Hasija Chairman
b. Mr. Mohan S Member
c. Mr. M V Sampath Kumar Member
d. Mrs. Gauri A Mehta Member

iv) Corporate Social Responsibility Committee:

Name Designation
a) Mr. M V Sampath Kumar Chairman
b) Mr. Sudhir Kumar Hasija Member
c) Mrs. Gauri A Mehta Member

11. VIGIL MECHANISM:

Your Company has established Whistleblower Policy for Vigil Mechanism (for Directorsand Employees to report genuine concerns) pursuant to the provisions of Section 177(9)& (10) of the Companies Act 2013 and as per Regulation 22 of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 which is available on thewebsite of the Company http://www.mro-tek.com/pdf/Whistle%20Blower%20 Policy.pdf

12. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return inMGT-9 form attached as a part of this Annual Report (Annexure II).

14. STATUTORY AUDITORS:

The Statutory Auditors Messrs K. S. Aiyar and Co Chartered Accountants (registeredwith ICAI Firm Registration Number is 100186W who were appointed in the 33rdAnnual General Meeting held on 28th September 2017 for a period of 4 yearscontinue to act as Statutory Auditors of the Company for the Financial year 2019-20 andratification of their appointment is not required as per the amended provisions of theCompanies Act 2013.

15. SECRETARIAL AUDIT:

The Secretarial Audit for the financial year 18 was conducted as required under Section204 of the Companies Act 2013 by Mr. Vijayakrishna K T Practising Company Secretary interms of Section 204(3) of the Act. The Secretarial Audit report is enclosed to the Reportof the Board of Directors in terms of Section 134(3) (f) read with Section 204 (1) of theAct is annexed to this Report (Annexure III).

Explanations by the Board on adverse comments by Secretarial Auditors:

There were no adverse comments by the Auditors of the Company and hence noexplanations are provided.

16. DISCLOSURE ABOUT COST AUDIT:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 dated December 31 2014 issued by Ministry of CorporateAffairs (MCA) the cost audit records maintained by the such companies as may beprescribed in respect of the products covered as per the above dated notification issuedby the MCA is required to be audited by an Cost Accountant.

However the Company not being a prescribed Company as per the rules the Cost Audit isnot applicable for the year under Report.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(a) Conservation of Energy:

Your Company is duly certified under ISO/IEC 27001:2013 (Information securityManagement System) ISO /IEC 20000-1:2011 (Information Technology services ManagementSystem) ISO 9001:2015 (Quality Management Systems) and ISO 14001:2015 (EnvironmentalManagement Systems). Every possible effort is being made / introduced to conserve andavoid wastage of energy.

Adequate facilities have been installed for rain water harvesting recycling of usedwater solar-powered energy and maximum usage of natural lighting and ventilation andthus implementing Go Green Policy in its total spirit.

(b) Technology Absorption:

Efforts also continue to maximize utilization of the technological skills in findingstate-of-the-art solutions to provide more effective and revolutionary solutions for allsegments of Networking Products Industry Information Technology and Drones.

During the year no amount was incurred towards Capital Expenditure in this division.The in-house technical and commercial teams consistently engage themselves in theirendeavor to indigenize technology and components as well as implementation ofvalue-engineering and cost-saving methods.

(c) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished under Para (c)of Note 35 on ‘Notes on accounts and other explanatory information.

18. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as definedunder the provisions of the Companies Act 2013 and accordingly there were no depositswhich were due for repayment on or before 31st March 2019.

19. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company continued to maintain high of internal control designed to provideadequate assurance on the efficiency of operations and security of its assets. Theadequacy and effectiveness of the internal control across various activities as well ascompliance with laid-down systems and policies are comprehensively and frequentlymonitored by your Company's Management at all levels of the organization.

The Audit Committee which meets at least four times a year actively reviews internalcontrol systems as well as financial disclosures statutory compliances with adequateparticipation inputs from the Statutory Internal and Corporate Secretarial Auditors.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loan guarantees or investments of any nature during theyear under review.

21. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Policy and has in place a mechanism to inform theBoard about risk assessment and minimization procedures and periodical review to ensurethat executive Management controls risk by means of a properly designed framework. Thepolicy details available at this link http://www.mro-tek.com/pdf/MRO-TEK-Risk_ManagementManagement _Policy.pdf

22. RISK AND AREA OF CONCERN:

The Company reviewed risk and laid down a risk Management mechanism covering the riskmapping and trending analysis risk exposure potential impact and risk mitigatingprocess. A detailed exercise is being carried out to identify evaluate manage andmonitor and non business risk. The Audit Committee and the Board periodically review therisks and suggest steps to be taken to manage/mitigate the same.

23. NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. The same has been disclosed in the website athttp//www.mro-tek.com/pdf/Nomination_ and_Remuneration_Policy.pdf /

24. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review your Company has incurred loss of Rs. 983.15 Lakhs.Hence the Company was not required to incur any CSR Expenditures during the year.

25. RELATED PARTY TRANSACTIONS:

All Related Party Transactions which were entered into during the financial year wereon an arm's length basis and were in the ordinary course of business. There are RelatedParty Transactions no materially significant made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interests of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee was obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all Related Parties Transactions are placed before the Audit Committeeand the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. Web link for the same is http://mro-tek.com/ pdf/20_5_15_RPT_Policy.pdfand also Particulars of Contracts or Arrangements with Related parties referred to inSection 188(1) in Form AOC- 2 annexed to this report as (Annexure IV).

26. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees.

27. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the medianemployee's remuneration are annexed to this report as (Annexure-V).

28. Employee remuneration:

There are no employees receiving remuneration more than Rs. 10200000/- (Rupees OneCrore Two Lakhs only) per annum and /or Rs. 850000/- (Rupees Eight Lakhs Fifty Thousandonly) per month. Therefore statement/disclosure pursuant to Sub Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required to becirculated to the members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than Rs. 10200000/- (Rupees One Crore Two Lakhsonly) per financial year or Rs 850000/- (Rupees Eight Lakhs Fifty Thousand only) permonth as the case may be. Therefore statement/ disclosure pursuant to Sub Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be circulated to the members and is not attached to the Annual Report.

29. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are continued to be listed on the BSE Limited (BSE)Mumbai and the National Stock Exchange of India Ltd (NSE) Mumbai. The Company confirmsthat it has paid the Annual Listing Fees for the year 2019-20 to NSE and BSE where theCompany's Shares are listed.

The Board of Directors has authorized Chairman Managing Director and the ChiefFinancial Officer severally for reporting disclosure of the material events if any interms of Regulations 30 of the said Regulations.

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As required under the Companies Act 2013 Company has taken adequate steps to adhereto all the stipulations laid down Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015. A report on Corporate Governanceis included as a part of this Annual Report as (Annexure VI).

Certificate from a Practising Company Secretary confirming the compliance with theconditions of Corporate Governance as stipulated under Regulation 33 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 obtained is attached to thisreport.

29. CAPITAL EXPENDITURE:

Ason31stMarch2019thegrosstangibleandintangible assets stood atRs.156630845/- and the net tangible and intangible assets at Rs. 128713943/-.Additions during the year amounted to Rs. 64449815/-.

30. JOINT VENTURE:

Your Joint venture Company RAD- MRO Manufacturing Private Limited had got order ofdissolution from NCLT Bangalore as on 1st January 2019. The Ministry ofCorporate Affairs (MCA) Data base was got updated.

31. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOINGCONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period underreview which in the opinion of the Board affects going concern status of the Company.

32. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19:

No of complaints received : NIL

No of complaints disposed off: NIL

34. CODE OF CONDUCT:

In terms of Regulation 26(3) of the SEBI (Listing your Obligations and DisclosureRequirements) Regulation 2015 all the Member s of the Board and Senior ManagementPersonnel have affirmed compliance with the Code of Conduct of the Board of Directors andSenior Management for the year FY 2018-19. As required under Schedule V (D) of the saidRegulations a declaration signed by the Managing Director and Chief Finance Officer ofthe Company stating that the Member s of the Board and the Senior Management Personnelhave affirmed compliance of their respective code of Conduct.

35. DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial issued by the Institute of CompanySecretaries of India have been duly complied.

36. ACKNOWLEDGEMENTS

Your Directors would like to acknowledge the its Stakeholders viz ShareholdersBankers Lenders Customers Vendors and all other acquaintances for their continued tosupport to your Company and the confidence and faith that they have always reposed in yourCompany.

Your Directors acknowledge and appreciate the guidance and support extended by all theGovernmental agencies the Regulatory authorities including Securities Exchange Board ofIndia (SEBI) Ministry of Corporate Affairs (MCA) Registrar of Companies KarnatakaStock Exchanges BSE/NSE and the NSDL/CDSL.

For & on behalf of the Board of Directors
For MRO- TEK Realty Limited
SD/-
Aniruddha Bhanuprasad Mehta
Chairman & Managing Director
DIN: 00720504
Place: Bengaluru
Date : 22.05.2019

ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

TO

THE BOARD OF DIRECTORS MRO-TEK REALTY LIMITED

BANGLORE-560 054

Dear Sirs

We undertake to comply with the conditions as required under the Requirements 25 &26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read withthe provisions of Section 149 (6) and Schedule IV of the Companies Act 2013 in relationto conditions of independence and in particular:

(a) We declare that up to the date of this Certificate apart from receiving SittingFees we did not have any material pecuniary relationship or transactions with the Companyor with its Promoters Senior Management or its associates as named in the Annexurethereto which may affect my independence as Director on the Board of the Company. Wefurther declare that we will not enter into any such relationship/transactions. Howeverif and when we intend to enter into such relationships/transactions whether material ornon-material we shall take prior approval of the Board. We agree that we shall cease to bean Independent Director from the date of entering into such relationship/transaction.

(b) We declare that we are not related to Promoters or persons occupying Managementpositions at one level below the Board and also have not been executive of the Company inthe immediately preceding three financial years.

(c) We were not Partner or an Executive or were also not Partner or Executive duringthe preceding three years of any of the following:

(i) the Statutory Audit Firm or the Internal Audit Firm that is associated with theCompany and

(ii) the Legal Firm(s) and Consulting Firm(s) that have a material association with theCompany

(d) We have not been a Material Suppliers Service Provider or Customer or Lesser orLessee of the Company which may affect independence of the Director and were not asubstantial Shareholder of the Company i.e. owning two percent or more of the block ofvoting shares.

Mohan Subramaniam Sudhir Kumar Hasija M V Sampath Kumar
DIN: 01033494 DIN: 00157168 DIN: 07613043
Date: 22.05.2019 Date: 22.05.2019 Date: 22.05.2019