DIRECTORS' REPORT TO THE MEMBERS To, The Members of Mapro Industries Limited Your Directors have pleasure in presenting before you the 43rd Annual Report togetherwith Audited Accounts and Auditor's Report of the Company for the financial year ended 31st March, 2015. REVIEW OF OPERATIONS During the current period of operation, our company has shown a turnover of Rs. 162,165,268/-. Your Directors report that the working of the Company for the year under review has resulted in a profit of Rs. 1,110,910/- (after tax). CORPORATE OVERVIEW The company is engaged in the business of civil construction on sub-contract basis. During the year the company entered into trading activity of Iron & Steel and cement. DIVIDEND In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2015. TRANSFER TO RESERVES During the year the Company transfers no amount to reserves & Surplus. SHARE CAPITAL During the year the Company has increased its Authorized Capital from Rs. 80,000,000 to Rs. 90,000,000/-.Therefore the Authorized Equity Share Capital of the Company is Rs.90,000,000/- for the financial year ended 31st March, 2015 , divided into 87,50,000 (Eighty Seven Lacs Fifty Thousand Only) equity shares of Rs.10/-each and 25,000 (Twenty Five Thousand Only) Preference Shares of Rs.100/- each. The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 83,889,250 (Rupees Eight crores thirty eight lacs eighty nine thousand two hundred and fifty only). During the year under review the Company has issued and allotted 1,673,925 equity shares of Rs. 10/- each at par on preferential basis. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company. SUBSIDAIRY AND ASSOCIATES COMPANIES As on March 31, 2015, the Company has no Subsidiary, Joint Venture or Associates Company. CONSOLIDATED FINANCIAL STATEMENT The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year. CORPORATE GOVERNANCE As per clause 49 of the Listing agreement with the stock exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report. LISTING WITH STOCK EXCHANGE The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE Limited where the Company's Shares are listed. DETAILS OF AUDITORS: Statutory Auditors: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Rajesh Mohan & Associates, Chartered Accountants,( Firms Registration No: 323131E), the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for re-appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members. • Internal Auditors: Pursuant to section 138 of the Companies Act, 2013 the company had appointed M/s. KB & Associates as the Internal Auditor of the company to carry out the internal audit of the functions and activities of the company. • Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Mr. Manoj Kumar Mimani (C.P No. 11601) of R M Mimani & Associates LLP, a firm ofPractising Company Secretaries to conduct the secretarial audit of the company for the financial year 2014-15. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report Annexure- I (MR-3). Mangement response to the remarks in the report are as under:- These lapses are technical and inadvertently. The Company has appointed Managing Director, Chief Financial Officer and Internal Auditor on August 14, 2015. The Board of Directors will ensure that such lapses would not occur in future. • Cost Auditors: Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company during the year. NUMBER OF MEETING OF BOARD OF DIRECTORS During the Financial Year2014-15, 12(twelve) meetings of the Board of Directors and one meeting of Independent Directors' were held. AUDIT COMMITTEE The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. REMUNERATION AND NOMINATION COMMITTEE The composition and terms of reference of the Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. STAKEHOLDERS RELATIONSHIP COMMITTEE: The composition and terms of reference of the Share Transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. RELATED PARTY TRANSACTIONS AND POLICY The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company. The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in terms of the provision of section 188(1) including certain arm's length transactions: VIGIL MECHANISM POLICY In pursuant to the provision of section 177(9)&(10) of the companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. EXTRACT OF ANNUAL RETURN The extract of the Annual Return in accordance with section 134(3) of the Companies Act, 2013 in Form No. MGT-9 for the financial year ended March 31, 2015 is annexed hereto as Annexure - II and forms partof Director Report. LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not required to be furnished considering the nature of activities undertaken by the Company during the year under review. There were no transactions involving foreign exchange earnings and outgo during the year under review. DETAILS OF DIRECTORS AND KMP Mr. Atul Kumar Sultania (DIN 00632710),Director of the Company, retires by rotation in terms of provision of section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment During the year your Company has appointed Mrs. Suman Gupta, (Din: 02143712), as an Additional Independent Non-Executive Woman Director of the Company w.e.f. 26th March, 2015. During the year under review Mr. Gopalkrishan Balkrishan Somani, (DIN: 00701748) has resigned from the Board of the Company w.e.f. 2ndDecember, 2014. The details concerning the appointment / re-appointment of Directors are attached to the notice convening the ensuing Annual General Meeting. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER BALANCE SHEET DATE: There were material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2015) and date of the report (14th August, 2015). • Mrs. Sarita Kumari Gupta (Din: 01307748) is appointed as an Additional Independent Non-Executive Woman Director in place of Suman Gupta w.e.f 14th August, 2015. • Mrs. Suman Gupta (Din: 02143712) has resigned from the Board of the Company w.e.f. 14th August, 2015. • Mr. Umesh Kumar Kanodia, (Din: 00577231) was appointed as a Managing Director of the Company w.e.f. 14th August, 2015. • Mr. Amol Burte was appointed as a Chief Financial Officer (CFO) of the company w.e.f. 14th August, 2015. • KB & Associates was appointed as an internal auditor of the company from 14th August, 2015. FORMAL ANNUAL EVALUATION One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, In accordance with the provisions of the Acts and the Corporate Governance requirements as prescribed by securities and Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement. A separate exercise was carried out to evaluate the performance of individuals Directors including the chairman of the Board on parameters such as level of engagement and contribution, Independence of judgment, safeguarding the interest of the company and its minority shareholders etc. The performance of the evaluation of the Non Independence Directors and Boards as a whole also carried out by the Independent Directors. The Board of Directors in its meeting held on 13th February, 2015 undertook the annual evaluation of its own performance, Board Committee and individuals Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory. PUBLIC DEPOSIT The company has not accepted any deposit within the meaning of the section 74 of the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c) of sub-section (3) shall state that — • Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; • Accounting Policies:The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. • Proper Efficient and Care: The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; • Going Concern Basis: The directors had prepared the annual accounts on a going concern basis. • Compliance with all laws & Regulations: The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively. • Internal Financial Controls: The directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and operating effectively. AUDITOR'S REPORT The Auditors have given their report on the annual accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors' Report are self-explanatory and need no further clarification. CORPORATE GOVERNANCE A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding the compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement are annexed to this Report. A separate report on Corporate Governance along with the Auditors certificate for its due compliance is forming part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A separate report on Management Discussion and Analysis as per Clause 49 of the Equity Listing Agreement with the Stock Exchanges is forming part of this Annual Report CEO/CFO Certification The CEO/CFO Certificate on the financial statements of the company as required under clause 49 of theEquity Listing Agreements & forms part of this Annual Report. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES Company is not having any penalties and punishment neither on itself and nor on its directors. RISK MANAGEMENT POLICY The Board of Directors of the company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. This policy is also available on the Company's website www.maproindustries.com . INTERNAL FINANCIAL CONTROL SYSTEMS The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the Opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the company, during the year such controls were tested and no reportable material weaknesses in the design or operation were observed. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND The Company did not have any funds lying unpaid or unclaimed for a period of Seven Years. Therefore there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF). CORPORATE SOCIAL RESPONSIBILITY In pursuance of the provisions of Section 135 of the Companies Act 2013, the CSR provisions were not applicable to the company. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The Company has formulated a policy for the prevention of sexual harassment within the company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Complaint Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2014-15. A copy of the Policy against sexual harassment is posted on the Company's Website 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, senior Management and their remuneration. The remuneration policy has been posted on the website of the company. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION The company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely. Acknowledgement: Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity. By Order of the Board Sd/- Umesh Kumar Kanodia Managing Director (DIN: 00577231) Sd/- Atul Kumar Sultania Director (DIN:00632710) Place: Kolkata Date: 14th August, 2015 |