To,
The Members,
CMM Infraprojects Limited,
Your Directors are pleased to present the 17th Annual Report of the Company
on the business and operations of the Company together, with the audited financial
statements for the financial year ended 31st March, 2022.
SYNOPSIS OF PROFIT AND LOSS ACCOUNT:
The Company's Performance during the financial year ended March 31, 2022 as compared to
the previous financial year is summarised below:
Particulars |
2021-2022 |
2020-2021 |
Revenue from operations |
55,98,12,410 |
51,93,43,388 |
Other income |
96,80,570 |
3,70,10,172 |
Total Revenue |
56,94,92,980 |
55,63,53,560 |
Total Expenses |
56,49,09,790 |
54,08,46,558 |
Profit/ (Loss) before interest, depreciation, amortization and taxes (EBITDA) |
8,73,82,915 |
10,10,04,604 |
Depreciation and Amortisation |
2,01,28,010 |
2,11,47,655 |
Finance Cost |
6,26,71,716 |
6,43,49,948 |
Profit before tax |
45,83,190 |
1,55,07,001 |
Tax expenses |
5,60,520 |
1,34,90,971 |
Profit after tax |
51,43,810 |
20,16,030 |
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of the business of the Company during the year.
HIGHLIGHTS OF FINANCIAL PERFORMANCE:
During the year under review, your Company's total revenue stood at Rs. 56,94,92,980/-
as compared to Rs. 55,63,53,560/- for the previous year. The Operating Profit before
Taxation (PBT) amounted to Rs. 45,83,190 as against Rs. 1,55,07,001 in previous year.
Total Income/Profit after Tax (PAT) amounted to Rs. 51,43,810 as against Rs. 20,16,030 in
previous year.
DIVIDEND:
To cater the growing need of funds for business operations, your Directors have decided
not to recommend any dividend on Equity Shares for the year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the reserve out of the profits earned
during the year under review.
SHARE CAPITAL POSITION AS ON 31* MARCH, 2021:
The Authorised Share Capital of the company is Rs.16,00,00,000 divided into 1,60,00,000
equity shares of Rs.10/- each. The paid up share capital of the company is Rs.15,67,32,600
divided into 1,56,73,260 equity shares of Rs. 10/- each. There has been no change in the
share capital of the Company.
PAYMENT OF LISTING FEES:
Annual listing fee for the year 2022-2023 has been paid by the Company to NSE Limited
where the shares of the Company are listed.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to the
financial statements. During the year, such controls were evaluated and no reportable
deficiency in the design or operations of such controls were observed.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year under
review were on arm's length basis and were in the ordinary course of the business. During
the year, the Company had not entered into any contract/ arrangement/ transaction with
related parties which could be considered material in accordance with the policy of the
Company. The disclosure of related party transactions as required to be made under Section
134(3) (h) of the Companies Act, 2013 in Form AOC -2 is therefore, not applicable.
PARTICULARS OF LOANS. GUARANTEES OF INVESTMENTS:
Your Company has not given any loans or guarantees or made investment beyond the limits
mentioned under Section 186 of the Companies Act, 2013. Kindly refer the financial
statements for the loans, guarantees and investments given/ made by the Company, if any,
as on March 31,2022.
DEPOSITS:
The Company has not invited/ accepted any deposits from public during the year under
review to which the provisions of Section 73 of the Companies Act, 2013 are applicable.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31,2021, the Board of
Directors hereby confirms that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures if any;
ii. Such accounting policies have been selected and applied consistently and the
Directors 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 as on March 31,2022 and of the
profits of the Company for the year ended on that date;
iii. Proper and sufficient care was taken 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;
iv. The annual accounts of the Company have been prepared on a going concern basis;
v. Internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
vi. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL IKMPsl:
In accordance with the provisions of Section 152 (6)(c) of the Companies Act, 2013 and
the Article of Associations of the Company, Mrs. Laxmi Devi Mundra (DIN:00030794), Whole
time Director of the Company is due to retire by rotation at forthcoming Annual General
Meeting, and being eligible has offered herself for re-appointment. The Board of Directors
recommends her re-appointment. *
*Mr. Sameer Tiwari (Independent Director) and Mr. Jitendra Tolani (Independent
Director) of the company cease to be Director of the company w.e.f. 04th September, 2021.
**Ms. Surabhi Agrawal (DIN: 08672180) and Mr. Vijay Kumar Chandak (DIN: 09727413) are
proposed to be appointment as Non Executive Director and Independent Director in the Board
w.e.f. 30th September, 2022 at the AGM which will be held on 30th
September, 2022.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to
compliance with the Code of Conduct of the Company.
Details of the proposal for appointment/ re-appointment of Directors are mentioned in
the Notice of the Annual General Meeting.
KEY MANAGERIAL PERSONNEL-
Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial
Personnel of the Company as on 31st March 2022 are summarized below:
Mr. Kishan Mundra Chairman & Managing Director |
DIN: 00030739 |
Mrs. Samta Mundra Whole-Time Director |
DIN: 00030837 |
Mrs. Laxmi Devi Mundra Whole-Time Director |
DIN: 00030794 |
Mr. Lokendra Singh Solanki |
CFO |
*Ms. Mansi Birla |
CS |
*Ms. Mansi Birla Company Secretary and Compliance officer of the Company resigned on
31.03.2022.
**Ms. Maya Vishwakarma (Mem No: A62556) is appointed as Company Secretary and
Compliance officer of the Company w.e.f28.07.2022.
DECLARATIONS BY INDEPENDENT DIRECTORS-
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence and that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective of independent
judgment and without any external influence, pursuant to Regulation 25 of the Listing
Regulations. None of the Directors have been subjected to any disqualification under the
Act.
CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS UNDER REGULATION 34 (3)-
The Certificate of Non Disqualification of Directors under Regulation 34 (3) read with
Schedule V of the E" and forms a part of this Report.
BOARD MEETINGS:
Five (05) meetings of Board of Directors were convened during the financial year under
review on the following dates 07.06.2021; 30.06.2021; 04.09.2021; 14.11.2021; 12.03.2022
and 31.03.2022.
Name of Directors' |
Number of Meetings attended/ Total Meetings held during the F.Y.
20212022 |
Last AGM Attended |
Mr. Kishan Mundra |
06/06 |
Yes |
Mrs. Laxmi Devi Mundra |
04/05 |
Yes |
Mrs. Samta Mundra |
06/05 |
Yes |
Mr. Pranjal Dubey |
06/05 |
Yes |
Mr. Jitendra Tolani |
03/05 |
No |
Mr. Sameer Tiwari |
03/05 |
No |
SEFERATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a
separate meeting of the Independent Directors of the Company was held on 05th
August, 2021 to review the performance of Non-Independent Directors (including the
Chairman) and the entire Board. The Independent Directors also reviewed the quality,
content and timeliness of the flow of information between the Management and the Board and
it7 s Committees which is necessary to effectively and reasonably perform and
discharge their duties.
COMMITTEE OF THE BOARD:
The Company has following five Committees:
Audit Committee-
The Company has constituted Audit Committee as per requirement of section 177 of the
Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of
reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR)
Regulations, 2015 and Companies Act, 2013.
The Audit Committee comprises of the following Directors of the Company as on 31st
March, 2022.
S. No. Name of Director |
Nature of Directorship |
Designation in the Committee |
1. Mr. Pranjal Dubey |
Independent Director |
Chairman |
3. Mr. Kishan Mundra |
Managing Director |
Member |
As Mr. Jitendra Tolani (member of Audit Committee) has resigned from the company on the
date of 04.09.2021 and company is in process to appoint independent director and meet the
requirement of proper composition of Audit Committee as per section 177 of Companies Act,
2013.
During the financial year 2021-22, there was total 5 meeting of the audit committee of
the Company. Details regarding the date, venue, strength of the audit committee present at
the respective meetings are as under:
Date of the Meetings |
Place of meetings |
Total Strength of the Board |
No. of Directors present |
07.06.2021 |
Indore |
3 |
3 |
30.06.2021 |
Indore |
3 |
3 |
04.09.2021 |
Indore |
3 |
3 |
14.11.2021 |
Indore |
3 |
2 |
12.03.2022 |
Indore |
3 |
2 |
Nomination and Remuneration Committee-
The Company has constituted a Nomination and Remuneration Committee in accordance with
section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The
constitution of the Nomination and Remuneration Committee was approved by a Meeting of the
Board of Directors held. The Nomination and Remuneration Committee comprises of the
following Directors of the Company:
S. No. Name of Director |
Nature of Directorship |
Designation in the Committee |
1. Mr. Pranjal Dubey |
Independent Director |
Chairman |
3. *Mr. Jitendra Tolani |
Independent Director |
Member |
4. **Mr. Sameer Tiwari |
Independent Director |
Member |
As *Mr. Jitendra Tolani arid **Mr. Sameer Tiwari (members of Nomination and
Remuneration) has resigned from the company on the date of 04.09.2021 and company is in
process to appoint independent director and meet the requirement of proper composition of
Nomination and Remuneration as per section 178 of Companies Act, 2013.
During the financial year 2021-22, there was total 1 meeting of the Nomination and
Remuneration committee of the Company. Details regarding the date, venue, strength of the
audit committee present at the respective meetings are as under:
Date of the Meetings |
Place of meetings |
Total Strength of the Board |
No. of Directors present |
07.06.2021 |
Indore |
3 |
3 |
Stakeholders' Relationship Committee-
The Company has constituted a Shareholder/Investors Grievance Committee
("Stakeholders Relationship Committee") to redress complaints of the
shareholders. The Committee was constituted by the Board. The Stakeholders' Relationship
Committee comprises the following Directors:
S. No. Name of Director |
Nature of Directorship |
Designation in the Committee |
1. Mr. Pranjal Dubey |
Independent Director |
Chairman |
2. Mrs. Samta Mundra |
Whole-Time Director |
Member |
3. Mr. Kishan Mundra |
Managing Director |
Member |
During the financial year 2021-22, there was total 1 meeting of this committee of the
Company. Details regarding the date, venue, strength of the audit committee present at the
respective meetings are as under:
Date of the Meetings |
Place of meetings |
Total Strength of the Board |
No. of Directors present |
12.03.2022 |
Indore |
3 |
3 |
Corporate Social Responsibility (CSR) Committee-
Company has constituted a CSR Committee in accordance with the provisions of section
135 of Companies Act, 2013. The constitution of the CSR Committee was approved by a
meeting of the Board and reconstituted as per requirements. The CSR Committee comprises
the following Directors:
S. No. Name of Director |
Nature of Directorship |
Designation in the Committee |
1. Mr. Kishan Mundra |
Managing Director |
Chairman |
2. Mr. Pranjal Dubey |
Independent Director |
Member |
3. Mrs. Samta Mundra |
Whole-time Director |
Member |
During the financial year 2021-22, there was total 1 meeting of the this committee of
the Company. Details regarding the date, venue, strength of the audit committee present at
the respective meetings are asunder:
Date of the Meetings |
Place of meetings |
Total Strength of the Board |
No. of Directors present |
12.03.2022 |
Indore |
3 |
3 |
Executive and Borrowing Committee-
Board of Directors has voluntarily constituted Borrowing Committee of the Board and
powers of Borrowing were delegated to the said committee. This Committee comprises the
following directors:
s. No. Name of Director |
Nature of Directorship |
Designation in the Committee |
1. Mr. Kishan Mundra |
Managing Director |
Chairman |
2. Mrs. Samta Mundra |
Whole-Time Director |
Member |
During the financial year 2021-22, there was total 5 meeting of the this committee of
the Company. Details regarding the date, venue, strength of the audit committee present at
the respective meetings are asunder:
Date of the Meetings |
Place of meetings |
Total Strength of the Board |
No. of Directors present |
25.06.2021 |
Indore |
3 |
3 |
14.09.2021 |
Indore |
3 |
3 |
18.10.2021 |
Indore |
3 |
3 |
26.11.2021 |
Indore |
3 |
3 |
25.03.2022 |
Indore |
3 |
3 |
RISK MANAGEMENT:
Your Company is well aware of risks associated with its business operations and various
project under execution. Comprehensively risk management system is being put in place
involving classification of risk, adoption of risk mitigation measures and strong
mechanism to deal with potential risks and situation leading to rise of risks in an
effective manner. The Company is constantly on the lookout for identifying opportunities
to enhance its enterprise value and keeping the need to minimize the risks associated with
such efforts, every proposal of significant nature is screened and evaluated for the risks
involved and then approved at different levels in the organisation before implementation.
Senior professionals conversant with risk management systems have been entrusted with
the said task with a brief to implement the risk management.
The Company is not statutorily required to form risk management committee. However, the
Audit Committee of the Company evaluates the risk management system regularly.
SUBSIDIARIES AND ASSOCIATES:
The Company doesn't have any subsidiary, associate or joint venture during the
Financial Year 2021-2022 as well as at the beginning or closing of the Financial Year.
DEMATERIALIZATION:
As on March 31, 2022, all equity shares of the Company are held in dematerialized form.
The breakup of the equity shares as on March 31, 2022 is as follows:
Particulars |
No. of Shares |
Percentage |
NSDL |
85,94,768 |
54.84 |
CDSL |
70,78,492 |
45.16 |
Total |
1,56,73,260 |
100.00 |
RECONCILIATION OF SHARE CAPITAL AUDIT:
In line with the requirements stipulated by Securities and Exchange Board of India
(SEBI), Reconciliation of Share Capital Audit is carried out on quarterly basis by a
Practicing Company Secretary to confirm that the aggregate number of equity shares of the
Company held in National Securities Depository Limited (NSDL) and Central Depository
Service (India) Limited (CDSL) tally with the total number of issued, paid up, listed and
admitted capital of the Company.
POSTAL BALLOT:
During FY 2021-2022, no ordinary or special resolutions were passed through postal
ballot. No special resolution is proposed to be conducted through postal ballot.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL1 ACT, 2013:
The Company has in place an Anti Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Work Place (Prevention, prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary and trainees) are covered under
policy. There was no complaint received from any employee during the financial year
2021-2022 and hence no complaint is outstanding as on 31.03.2022 for redressal.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in
line with the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine
concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the
Company's website.
(Linkhttp://www.cmminfra.com/wp-content/uploads/2017/12 / Whistle-Blower-Policv .pdfi
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The policy on Directors' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and
under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 adopted by the Board, is appended as "Annexure A" forming
part of this report.
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of directors comprises of the
following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of company and its
performance.
iv. Providing perspectives and feedback going beyond the information provided by the
management.
v. Commitment to shareholder and other stakeholder interests.
The evaluation involves self-evaluation by the Board Member and subsequently assessment
by the Board of directors. A member of the Board will not participate in the discussion of
his/her evaluation.
CORPORATE GOVERNANCE:
The Listing Regulations (Amended from time to time) has provided exemption under
regulation 15(2) (b) from applicability of Corporate Governance provisions as specified in
regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V in respect of
listed entity which has listed its specified securities on the SME Exchange.
Your Company falls under the exemption criteria as laid down under Regulation 15(2) (b)
and therefore, not required mandatorily to comply with the said regulations.
The Company therefore is not required to make disclosures in Corporate Governance
Report as specified in Para C of Schedule V to the Listing Regulations.
Hence no Corporate Governance Report is required to be disclosed/attached with Annual
Report. It is important to mention that the Company follows majority of the provisions of
the Corporate Governance voluntarily.
CODE OF CONDUCT:
Regulation 17(5) of SEBI (LODR) Regulations requires listed companies to lay down a
Code of Conduct for its Directors and Senior Management, incorporating duties of Directors
as laid down in the Companies Act 2013. The Company has adopted a Code of Conduct for all
Directors and Senior Management of the Company which is applicable with effect from the
date of listing of the Company i.e. 12th October, 2017 and same has been hosted
on the website of the Company.
AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT:
STATUTORY AUDITORS-
M/s. SPARK & Associates, Chartered Accountants (FRN: 005313C), the Statutory
Auditors of the Company were appointed as the Statutory Auditors of the Company in the 13th
Annual General Meeting held on 29th September, 2018 for a period of five years
i.e. till the conclusion of 18th Annual General Meeting.
The Ministry of Corporate Affairs (MCA) vide its notification dated 07th
May, 2018 has omitted the requirement under first proviso to Section 139 of the Companies
Act, 2013 and rule 3(7) of the Companies (Audit & Auditors) Rules, 2014, regarding
ratification of appointment of Statutory Auditors by Shareholders at every subsequent
Annual General Meeting.
Further, there was no fraud in the Company, which was required to report by statutory
auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.
Explanation to Auditor's Remarks:
1. Non confirmation of term Borrowing Rs. 146.62/- Lacs, Trade Creditors Rs.
264.03/- Lacs, Advance to Supplier Rs. 140.92/- Lacs, Long term loans & advances ofRs.
244.35/- Lacs, and Current Liabilities ofRs. 341.75/- Lacs and any consequential
adjustment thereof in books of accounts and their monetary impact on the respective
Assets, Liabilities and Prcfit/Loss for the year, which is presently unascertainable;
Explanation: The same are confirmed by the accounts maintained by the company; However
the Auditor did not seek the confirmation.
2. Non-provision of towards doubtful Trade Receivables aggregating to Rs. 448.86/-
Lacs. However, the Company is hopeful of their complete recovery and hence no provision is
necessary. Due to the above non-provision, Profit for the year has been overstated by Rs.
448.86/- Lacs with an overstatement in Trade Receivables to the same extent.
Explanation: Since these Amounts are related to the government departments, hence
provisions are not contemplated as such.
3. Interest on secured loan to Bankers/Institutions has not been provided in the
financial statements. This is in contravention to the provisions to the Accounting
Standard (AS) 29 regarding the "Provisions, Contingent Liabilities and Contingent
Assets". The Company has earned a net profit after tax ofRs. 51.44/- lacs during the
period ended 31st March 2022 without providing for interest ofRs. 94.15/- lacs for the
period ended 31st March 2022. The accumulated interest ofRs. 94.15/- Lacs till 31st March
2022. Hence, liabilities has been understated and profit has been over stated by Rs.
94.15/- lacs.
Explanation: Since these said accounts are NPA (Non Performing assets), hence Interest
are not charged.
4. The provisions contained in section 135 of the Act as applicable which is related to
CSR activities has not been complied by the company. Unspent accumulated CSR amount is Rs.
17.83 Lacs till 31st March 2022.
Explanation: The provisions of CSR are not applicable on the Company for the Financial
Year 2021-2022 taking into account the financials of immediate preceding Financial Year
i.e. 2020-21. The Company does not fall in any of the limits as prescribed under Section
135 of Companies Act, 2013 since Financial Year 2018-19.
And for the unspent amount, Company is in the identification of Suitable projects for
spending the same. The management will comply with the provisions at the earliest.
SECRETARIAL AUDIT-
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under, the Board has appointed M/s. Archna Maheshwari & Co., Practicing
Company Secretaries, to conduct the Secretarial Audit of the Company for the financial
year 2021-2022. The Secretarial Audit Report for the financial year 2021-2022 in
prescribed Form MR-3 is appended hereto as "Annexure B" forming
part of this report.
The Secretarial Audit report contains the following qualifications, reservations or
adverse remarks as follows:
1. The Cost Audit Report for the financial year 2020-21 in prescribed E-form CRA-4 is
still pending for filing.
2. E-form MGT14 in respect of appointment of Internal Auditors for the financial year
2021-22 is pending for filing with the Registrar of Companies and e-form MGT 14 (SRN:
T59293894) was filed with delay of 20 days with the Registrar of Companies.
3. NSE intimation in respect of appointment of Internal Auditors for the financial year
2021-22 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 was also not submitted by the Company.
4. In terms of Section 135 of the Companies Act, 2013, the Company has unspent amount
of INR 14,04,700/- of Corporate Social Responsibility for the Financial Year under review.
5. Statement of Shareholders Grievance as per Regulation 13(3) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 for the quarter ended on 31st December, 2021& 31st March,
2022 were submitted after due date i.e. on 21st January, 2022 & 21st
April, 2022 Respectively . In respect of the same, the NSE has imposed a fine of INR
23,600 & INR 27,000 respectively on the Company for the delay; however, the same has
been paid by the Company
6. Share Holding Pattern as per Regulation 31(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the Quarter ended on 31st March,
2022 was submitted after due date i.e. on 21st April, 2022. In respect of the
same, the NSE has imposed a fine of INR 56,000 on the Company for the delay; however, the
same has been paid by the Company.
7. The Company has not paid annual listing fees to NSE for the financial year
2021-22 within due date i.e. 30.04.2021 as per Regulation 14 of SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015.However, the Company has paid the same on
26th June, 2021.
8. Certain disclosures were required to be submitted under Regulation 29(1),29(2),10
and 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and
Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 were submitted
with delay..
9. Reconciliation of Share Audit Reports as per Regulation 76 of the SEBI (Depositories
and Participants) Regulations, 2018 for the quarter ended on 31st December,
2021 & 31st March, 2022 were submitted after due date i.e. on 30th January,
2022 & 30th April, 2022 respectively.
10. Annual Large Entities Disclosure as per Securities and Exchange Board of India
Circular SEBI/HO/DDHS/CIR/P/2018/144 dated 26th November 2018 for the year
ended 31st March, 2022 was submitted after due date i.e 15th May,
2022.
11. The NSE has imposed a fine of INR 1,29,800for non-compliance of Regulation 33 of
SEBI (Listing Obligations and Disclosure Requirements) for the half year and year ended on
31st March, 2022.
12. The composition of Board of Directors of the company is in non-compliance under
provision of section 149(6) of the Companies Act, 2013.
13. The composition of Audit Committee is in non- compliance as per provision of
Section 177(2) of the Companies Act, 2013.
14. The composition of Nomination and Remuneration Committee is in non- compliance as
per provision of Section 178(1) of the Companies Act, 2013.
Managements' Reply:
1. The management will try to file the pending cost audit report with the Registrar of
the Company as soon as possible. The management further make sure to comply with the
provisions related to Cost Audit with the time line in future.
2. Due to some technical issue arise , Company was unable to file the e-forms with
Registrar on time in-spite of this company has filed the forms by paying additional fees
to ROC.
3. Due to some issue it couldn't be submitted.
4. The Company is in the identification of Suitable projects for spending the unspent
amount. The management will comply with the provisions at the earliest.
5. The Company has paid the fine of Rs. 23,600 & 27,000 to the NSE for non
compliance of Regulation 13(3).
6. Due to not having Company Secretary in that quarter, it has been filed delay and the
company has been paid the imposed fine of Rs. 56,000 to the NSE for non compliance of
Regulation 31(b) the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
7. The Company has paid the annual listing fees for the financial year 2021-22 on 26th
June, 2021.
8. Due to non availability of the information, it has been filed delay.
9. Due to non availability of data on time for the quarter ended on 31st
December, 2021 and not having Company Secretary in the quarter ended on 31st
March, 2022 the reports have been filed after the due date.
10. Due to not having Company Secretary in that quarter, the disclosures have been
filed after the due date.
11. Company has paid the fine of Rs. 1,29,800 /-to the NSE for non compliance of
Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Company is in process to meet the proper composition of Board required as per the
section 149(6) of the Companies Act, 2013.
13. Company is in process to meet the requirement as per the section 177(2) of the
Companies Act, 2013.
14. Company is in process to meet the requirement as per the section 178(1) of the
Companies Act, 2013.
INTERNAL AUDITOR:
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s.
BDMV & CO., Chartered Accountant, was the Internal Auditor of the Company as on 31st
March, 2022. During the year, the Company continued to implement its suggestions and
recommendations to improve the control environment. Their scope of work included, review
of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in
all areas.
COST AUDITOR:
The Board of Directors has appointed M/s. Sudeep Saxena & Associates, Cost
Accountant in Practice as Cost Auditors (Firm Registration No.: 100980) to undertake audit
of the cost accounting records of the Company for the financial year 2022-2023. A
resolution regarding ratification of the remuneration to N^s. Saxena & Associates,
forms part of the Notice convening the 17th Annual General Meeting of the
Company.
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:
None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, are given in the "Annexure C"
forming part of this report.
DISCLOSURE PURSUANT TO SECTION 134(3Uml OF THE COMPANIES ACT 2013 READ WITH RULE 8 OF
THE COMPANIES (ACCOUNTS!, RULES 2014:
Conservation of Energy, 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 and foreign exchange earnings and outgo
during the year under review are as below:
Conservation of Energy
(i) the steps taken or impact on conservation of energy : N. A.
(ii) the steps taken by the company for utilising alternate sources of energy : N. A.
(iii) the capital investment on energy conservation equipments : N. A.
Technology Absorption
(i) The efforts made towards technology absorption: N.A.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution: N.A.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): N.A.
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof;
(iv) The expenditure incurred on Research and Development: N.A.
- Earning & Outgo
1. Activities relation to export; initiative taken to increase export, development of
new export markets for products and service, and export plan |
NIL |
2. Total foreign exchange earned |
N.A. |
3. Total foreign exchange used |
N.A. |
NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS f IND-AS):
As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards)
Rules, 2015 notified vide Notification No. G.S.R.111(E) on 16th Feb., 2015,
Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the
compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As your
Company is also listed on SME (EMERGE) Platform of NSE Limited, is covered under the
exempted category and is not required to comply with IND-AS for preparation of Financial
Statements beginning with period on or after 1st April 2017.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of CSR are not applicable on the Company for the Financial Year
2021-2022 taking into account the financials of immediate preceding Financial Year
i.e.2020-21. The Company does not fall in any of the limits as prescribed under Section
135 of Companies Act, 2013 amended by the Companies (Amendment) Act, 2017 which come into
effect from 19.09.2018.
The Annual Report on CSR activities is annexed herewith as and the "Annexure
D".
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR:
No material changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the Company, to which the financial
statements relate, i.e. 31st March, 2022 and the date of the Board's Report.
OTHER DISCLOSURE:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.
CAUTIONARY STATEMENT:
The statement made in this Report and Management Discussion and Analysis Report
relating to the Company's objectives, projections, outlook, expectations and others may be
"forward looking statements" within the meaning of applicable laws and
regulations. Actual results may differ from expectations those expressed or implied.
Some factors could make difference to the Company's operations that may be, due to
change in government policies, global market conditions, foreign exchange fluctuations,
natural disasters etc.
ACKNOWLEDGMENTS AND APPRECIATION:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities,
Customers, Vendors, business associates and Members during the year under review. The
Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and
have immense respect for every person who risked their life and safety to fight this
pandemic. Your Directors wish to place on record their sincere appreciation for the
dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that the Company continues to grow and excel.
|
By Order of the Board of Directors |
|
For CMM Infraprojects Limited |
Place: Indore |
Kishan Mundra |
Date: 05th September, 2022 |
Chairman & Managing Director |
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DIN: 00030739 |
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