cmm infraproj Directors report

To,

The Members,

CMM Infraprojects Limited,

Your Directors are pleased to present the 17^th Annual Report of the Company on the business and operations of the Company together, with the audited financial statements for the financial year ended 31^st March, 2022.

SYNOPSIS OF PROFIT AND LOSS ACCOUNT:

The Companys 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 Companys 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 arms 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.

DIRECTORS 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. 30^th September, 2022 at the AGM which will be held on 30^th 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 31^st 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 05^th 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 doesnt 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 Companys website.

(Linkhttp://www.cmminfra.com/wp-content/uploads/2017/12 / Whistle-Blower-Policv .pdfi

POLICY ON DIRECTORS 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. 12^th 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 13^th Annual General Meeting held on 29^th September, 2018 for a period of five years i.e. till the conclusion of 18^th Annual General Meeting.

The Ministry of Corporate Affairs (MCA) vide its notification dated 07^th 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 Auditors 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 31^st December, 2021& 31^st March, 2022 were submitted after due date i.e. on 21^st January, 2022 & 21^st 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 31^st March, 2022 was submitted after due date i.e. on 21^st 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 26^th 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 31^st December, 2021 & 31^st March, 2022 were submitted after due date i.e. on 30^th January, 2022 & 30^th 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 26^th November 2018 for the year ended 31^st March, 2022 was submitted after due date i.e 15^th 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 31^st 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 couldnt 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 26^th 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 31^st December, 2021 and not having Company Secretary in the quarter ended on 31^st 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 31^st 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 17^th 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 16^th 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. 1^st 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 1^st 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. 31^st March, 2022 and the date of the Boards 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 Companys 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 Companys 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
	DIN: 00030739