The Members of Mapro Industries Limited
The 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 31 st March, 2015.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under:
PARTICULARS Year Ended Year Ended
31st March,2015 31st March,2014
Turnover & Other Income 162,165,268 24,599,075
Profit/(Loss) before Taxation 1,607,682 714,832
Less: Tax Expense 496,772 219,779
Profit/(Loss) after Tax 1,110,910 495,053
Add: Balance B/F from the previous year (21,388,603) (21,883,656)
Balance Profit / (Loss) C/F to the (20,277,693) (21,388,603)
next year
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:
A. Details of contract or arrangement or transactions not at arms'
length basis ; Nil
a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract /arrangements/transaction including the
value, if any, NA
e. Justification for entering into such contract / arrangements/
transaction NA
f. Date(s) of approval by the Board NA
g. Amount paid as advances , if any, NA
h. Date on which special resolution was passed in general meeting as
required under first proviso to section 188 NA
B. Details of contract or arrangement or transactions at arms' length
basis :
a. Name(s) of the related party and nature of relationship Mapro Gases
Limited
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract/arrangements/transaction including the
value, if any, NA
e. Date(s) of approval by the Board NA
f. Amount paid as advances , if any, 130,175
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/- Sd/-
Place:Kolkata Umesh Kumar Kanodia Atul Kumar Sultania
Date:14th August,2015 Managing Director Director
(DIN:00577231) (DIN:00632710)
|