MANAGEMENT DISCUSSIONS & ANALYSIS
Management discussion and analysis report is given in a separate section forming part
of the Directors’ Report in this annual report.
1. STEPS FOR PREVENTION OF INSIDE TRADING
In compliance of the SEBI (Prevention of insider Trading) Regulations as amended in
2002, the Company has issued comprehensive guidelines advising and cautioning management
staff and other relevant business associates on the procedure to be followed while dealing
in equity shares of the Company and disclosure requirements in this regard. Company
believes that "The Code of Internal Procedure and Conduct" and The Code of
Corporate Disclosures Policies’ framedby it in this regard will help in ensuring
compliance of the amended SEBI regulations.
2. DISCLOSURES:
The necessary disclosures regarding the transactions entered into with the related
parties are given in the notes to the accounts. There were no transactions of the material
value with related parties viz., Promoters, Directors, or the Management or Relatives
having any potential conflict with the interest of the company.
3. NON-COMPLIANCES:
There were no instances of non compliance on any matter related to the capital market
during the last three years. No penalties or strictures were imposed on the company by any
Stock Exchange or SEBI or any other statutory authority on any matter related to capital
market during last three years.
Details of compliance with mandatory requirement and adoption of non mandatory
requirement.
The Company has complied with all mandatory requirement of Clause 49 of the Listing
Agreement with the Stock Exchange and has implemented the following non mandatory
requirements:
(i) AUDIT QUALIFICATION:
It is always the companies endeavour to present unqualified financial statements. Jhere
are no audit qualifications in the company’s financial statement for the year under
review.
(ii) TRAINING OF BOARD MEMBERS:
Directors are fully briefed about all business related matters risks assessment market
conditions of the product manufactured by the company, competition and new initiative
proposed by the company.
4. CEO / CFO CERTIFICATION:
As required under Clause 49 of the Listing Agreement a Certificate duly signed by Mr.
Atul Parekh, Managing Director has been obtained. The certificate is annexed to this
report.
5. DECLARATION:
I, Mr. Atul Parekh, Chairman and Managing Director of Maplle Infraprojects Limited
hereby affirm and declare, to the best of my knowledge and belief, and on behalf of the
Board of Directors of the Company and senior management personnel, that:
The Board of Directors has laid down a code of conduct for all Board members and senior
management of the Company [‘the code of conduct’] and the code of conduct has
been complied with.
6. GENERAL BODY MEETINGS:
The last three Annual General Meetings were held as under:
| Financial Year |
Date |
Time |
Venue |
| 31.03.2015 |
30.09.2015 |
10.30a.m. |
Parekh Plaza, Vallabhbhai Road, Vile Parle (West), Mumbai-400 056 |
| 31.03.2014 |
29.09.2014 |
10.30a.m. |
Parekh Plaza, Vallabhbhai Road, Vile Parle (West), Mumbai-400 056 |
| 31.03.2013 |
30.09.2013 |
10.00a.m. |
Parekh Plaza, Vallabhbhai Road, Vile Parle (West), Mumbai - 400 056 |
7. SPECIAL RESOLUTION PASSED IN THE PREVIOUS THREE GENERAL MEETING ARE AS BELOW:
2012- 13 - N.A.
2013- 14 : a) Appointment of Mr. Ravikumar Seth (Din no: 02427404) as an Independent
Director
for a term of 5 years commencing from April 012014 to March 31, 2019 as per the
provisions of Section 149 and 152 and other applicable provisions of the Companies Act
2013 and the Rules made thereunder with Schedule IV of the said Act.
b) Appointment of Mr. Jaysukh Mashru (Din no: 02652516) as an Independent Director for
a term of 5 years commencing from April 01 2014 to March 31, 2019 as per the provisions of
Section 149 and 152 and other applicable provisions of the Companies Act 2013 and the
Rules made thereunder with Schedule IV of the said Act.
c) Ratify appointment of Mr. Atul Parekh (Din no: 01280456) as the Managing Director
for a term of 5 years commencing from June 29, 2011 as per the provisions of Section 196
and 197, and other applicable provisions of the Companies Act 2013 and the Rules made
thereunder with Schedule V of the said Act.
d) In suppression of the earlier resolutions passed, authorising the Board of Directors
under Section 180(1)(c) of the Companies Act, 2013 and other applicable provisions, if
any, of the Companies Act, 2013, (including any statutory modifieations or reenactments
thereof for the lime being in force) and the Articles of Association of the Company for
borrowing, whether by way of Term Loan / Equipment Finance / Cash Credit facilities/
Project finance or the like from time to time, any sum or sums at its discretion from
Financial Institutions / Banks/ Others on such terms and conditions and with or without
security as the Board of Directors may think fit, which together with the moneys already
borrowed by the Company (apart from temporary loans obtained from the bankers of the
Company in the ordinary course of business) not exceeding in the aggregate at any time
exceed Rs. 25 Crores (Rupees Twenty Five Crores Only).
e) Authorising the Board of Directors pursuant to Section 180(1)(a) of the Companies
Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 to create
such charges, mortgages and hypothecations on such movable and immovable properties of the
Company, both present and future and in such manner as the Board may deem fit, together
with the power to take over the substantial assets of the Company in certain events in
favour of the Financial Institutions/Banks/any other investing agencies/trustees for the
holders of debentures/bonds/other instruments which may be issued to and
subscribed by all or any other person(s) bodies corporate by way of private placement
or otherwise, to secure rupee/foreign currency loans, debentures, bonds or other
instruments (hereinafter collectively referred to as "Loans") provided that the
total amount of Loans together with interest thereon, additional interest, compound
interest, costs, charges, expenses and all other monies payable by the Company in respect
of the said Loans, not exceeding, at any time exceed Rs. 25 Crores (Rupees Twenty Five
Crores Only).
2014-15 - "RESOLVED THAT pursuant to the provisions of section 5 and 14 of
Companies Act, 2013 (‘the Act’), Schedule I made thereunder, read with the
Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the
Act (including any statutory modification(s) or re-enactment thereof for the time being in
force), the new set of Articles of Association pursuant to the Act primarily based on the
Form of Table F under the Act, be and is hereby approved and adopted as new set of
Articles of Association in the place of existing Articles of Association of the Company.
RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, the
Board be and is hereby authorised on behalf of the Company to do all such acts, deeds,
matters and things as it may, in its absolute discretion, deem necessary, expedient,
proper or desirable and to settle all questions, difficulties or doubts that may arise in
this regard at any stage without requiring the Board to secure any further consent or
approval of the Members of the Company to the end and intent that they shall be deemed to
have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and are hereby jointly or severally authorized to do
all such acts, deeds and things that may be necessary, proper, expedient or incidental for
the purpose of giving effect to the aforesaid resolution."
All the matters as set out in the respective notices were passed by the shareholders.
No special resolution was required to be put through postal ballot at last Annual General
Meeting nor is proposed for ensuing Annual General Meeting.
8. DISCLOSURES:
(i) No funds have been raised through issue of equity or debt in the form of public or
rights or preferential issues during the year under review.
(ii) Though there is no formal Whistle Blower Policy, the company takes cognizance of
complainants made and suggestions given by the employees and others. Even anonymous
complaints are looked into and whenever necessary, suitable corrective steps are taken. No
employees of the company have been denied access to the Audit Committee of the Board of
Directors of the company.
(iii) The company has a periodic review and reporting to the Board of Directors of the
company of risk assessment by senior executives with a view to minimize risk.
(iv) Certificate from Mr. Atul L. Parekh, Managing Director in terms of clause 49 (V)
of the listing agreements with the stock exchanges for the financial year ended 31a
March 2016 was placed before the board of directors of the company in its meeting held on
30p’ May 2016.
9. MEANS OF COMMUNICATION
(i) Quarterly results are submitted to the stock exchanges where the shares of the
company are listed.
(ii) All items required to be covered in the Management Discussion and Analysis has
been included in the Annexure to the Directors’ Report.
(iii) No formal presentations were made to the institutional investors and analysts
during the year under review.
(iv) The Company has its own website i.e. www.maplleinfraproects.com
and all the vital information relating to the Company and its products are displayed on
the web site.
10. GENERAL SHAREHOLDERS INFORMATION:
| 10.1. ANNUALGENERALMEETING |
: 28 Annual General Meeting. |
| DAY & DATE |
: 30 September, 2016. |
| TIME |
: 10.30A.M. |
| VENUE |
: G-1, Parekh Plaza, Vallabhbhai Road Vile Parle (west), Mumbai-400 056. |
10.2. FINANCIAL CALENDAR:
| * Financial reporting for the quarter ended June 30,2016 : |
21st July, 2016 |
| * Financial reporting forthe quarter ended Sept.30, 2016 : |
End October, 2016 |
| * Financial reporting for the quarter ended Dec. 31,2016 : |
End January, 2017 |
| * Financial reporting for the year ended March 31,2017 : |
Mid May 2017 |
| ‘Annual General Meeting forthe year ended March 31,2017 : |
End Sept., 2017 |
| 10.3. DATE OF BOOK CLOSURE : |
From 26" September 2016 to 30 September2016 (Both days inclusive). |
10.4. LISTING:
Equity Shares Listed on Script Code: 531200 (suspended presently)
i) Bombay Stock Exchange Ltd.
ii) The Delhi Stock Exchange Ltd.
iii) Ahmedabad Stock Exchange,
10.5. STOCK CODE OFTHE COMPANY:
Bombay Stock Exchange Ltd
| Scrip Name |
: Maplle Infraprojects Limited |
| Scrip Code |
: 531200. |
| Electronic Mode |
: INE809DQ1010. |
10.6 STOCK PRICES DATA& PERFORMANCE IN COMPARISON TO BSE SENSEX: [AS OBTAINED FROM
BSE WEBSITE]
During the whole year 2015-2016, the Shares of the Company were not traded on Stock
Exchange, hence the information is not available.
Last traded price on 09.10.2015 Rs. 12.22-per share in Direct transaction.
10.7. REGISTRAR&TRANFER AGENTS UNDER PHYSICAL AND DEMAT MODE: ADROIT CORPORATE
SERVICE PVT. LTD.
19/20, Jaferbhoy Industrial Estate,
1st floor, Makwana Road, Marol Naka,
Mumbai-400 059.
email: info@adroitcorporate.com
10.8. SHARE TRANSFER SYSTEM:
Share transfer requests are received at the registered office of the company as well as
directly at RTAs office. RTA does the verification and processing of documents. In order
to comply with the requirements of SEBIs circular Nos. SMD/POLICY/CIR-10/02 dated May
7,2002 to effect transfer of shares within one month, the RTA has been authorised to
process, approve and effect transfer of shares on behalf of the company at fortnightly
intervals. The share certificates duly endorsed for transfer are returned to shareholders
within stipulated time of 30 days.
The turnaround time for completion of transfer of shares in physical mode is generally
15 days, if the documents are clear in all respects.
10.9. COMPLIANCE OFFICER: ’
Mr. Atul Parekh.
10.10. Share Holding Pattern as on 31s1 March 2016:
| Category |
of Share held |
% of Share holding |
| A. Holding of Promoter and |
|
|
| Promoter Group |
|
|
| 1. Promoter Group |
|
|
| i) Directors |
1377920 |
26.20 |
| ii) Directors & Relatives |
296310 |
5.63 |
| iii) Bodies Corporate |
1217200 |
23.14 |
| 2. Foreign |
0.00 |
0.00 |
| Sub Total: A (1+2) |
2891430 |
54.97 |
| B. Public Shareholding Pattern |
|
|
| 1. Institutions |
|
|
| i) Central Govt./State Govt. |
120000 |
2.28 |
| 2. Non-Institutions |
|
|
| i) Bodies Corporate |
343800 |
6.54 |
| ii) Individuals-upto Rs. 1 Lakh |
1496670 |
28.45 |
| iii) Individuals - excess of Rs. 1 Lakh |
209000 |
3.97 |
| iv) NR Is |
199300 |
3.79 |
| SubTotal: B (1+2) |
2368770 |
45.03 |
| Grand Total (A+B) |
5260200 |
100.00 |
10.11. DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH, 2015:
| No. of Equity Shares held |
No. of Shareholders |
No. of Shares held |
% of Equity Capital |
| Upto100 |
52 |
4840 |
0.09 |
| 101-500 |
627 |
288150 |
5.48 |
| 501-1000 |
810 |
701600 |
13.34 |
| 1001-2000 |
134 |
215000 |
4.09 |
| 2001-3000 |
34 |
89410 |
1.70 |
| 3001-4000 |
11 |
40100 |
0.76 |
| 4001-5000 |
25 |
118900 |
2.26 |
| 5001-10000 |
23 |
193800 |
3.68 |
| 10001-20000 |
23 |
374900 |
7.13 |
| 20001-50000 |
10 |
310100 |
5.90 |
| 50001 & Above |
15 |
2923400 |
55.58 |
| Total |
1764 |
5260200 |
100 |
10.12. DEMATERIALISATION OF SHARES:
Trading in equity shares of the Company is permitted only in dematerialized form with
effect from 29" January, 2001 as per notification issued by Security Exchange Board
of India (SEBI). As on 30th June, 2016 out of total Equity Capital 83700 i.e.
1.59% Shares are held in dematerialized form with CDSL. As per the request of many share
holders the company is in the process of obtaining registration of NSDL.
Transfer cum Demat facility is available to all shareholders of the Company who request
for such facility.
10.13 OUTSTANDING GDRs/ADRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS:
The Company has not issued any GDRs/ADRs / Warrants or any other convertible
instruments.
10.14. ADDRESS FOR CORRESPONDENCE:
Maplle Infraprojects Limited
G-1, Parekh Plaza, Vallabhbhai Road,
Vile Parle (West), Mumbai-400 056 Email: investor@mapllegroup.co.in
Telephone Nos:+91 2226124411/10 Fax No:+91 2226106595
10.15. COMPLIANCE:
A certificate has been obtained from the Statutory Auditors of the company regarding
compliance of conditions of Corporate Governance and is attached to this report.
11. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT:
The board of directors has laid down the Code of Conduct for all the board members and
members of senior management of the company. Certificate from the Managing Director
affirming compliance of the said code by all the board members and members of senior
management of the company to whom the code is applicable is annexed separately to this
report.
12. NON-MANDATORY REQUIREMENTS
(i) CHAIRMAN OF THE BOARD:
The company has an Executive Chairman and hence the requirement pertaining to
reimbursement of expenses to a non-executive chairman does not arise.
(ii) REMUNERATION COMMITTEE:
Please refer item no. 9.2 of Directors Report.
(iii) SHAREHOLDERS RIGHTS:
The company furnishes the quarterly and half yearly results on receipt of a request
from the shareholders.
(iv) POSTAL BALLOT:
The provision relating to Postal Ballot will be complied with in respect of matters,
wherever applicable.
| Registered Office: |
For and on behalf of the Board |
| G-1, Parekh Plaza, Vallabhbhai Road, |
MAPLLE INFRAPROJECTS LIMITED |
| Vile Parle (West) |
|
| Mumbai - 400 056. |
SD/- |
|
Atul Parekh |
| Date : 30" May, 2016. |
Managing Director |
|
(DIN:01280456) |
+91-9892691696
