CMM Infraprojects Ltd Directors Report.

To,

The Members of CMM Infraprojects Limited

Your Directors have the pleasure of presenting the 14 Annual Report of the Company on the business and operations of the Company together, with the audited financial statements for the financial year ended March 31, 2019.

SYNOPSIS OF PROFIT AND LOSS ACCOUNT

The Companys Performance during the financial year ended March 31, 2019 as compared to the previous financial year is summarised below:

Particulars 2018-19 2017-18
Revenue from operations 98,29,73,192 2,33,28,51,731
Other income 2,22,53,323 32,96,593
Total revenue 1,00,52,26,515 2,33,61,48,324
Expenses 99,77,75,229 2,19,86,90,107
Pro t/ (Loss) before interest, depreciation, amortization and taxes (EBITDA) 11,19,52,447 21,67,47,884
Depreciation and Amortisation 2,74,27,296 2,70,90,186
Finance Cost 7,70,73,865 5,21,99,481
Pro t before tax 74,51,286 13,74,58,217
Tax expenses (4,34,529) 4,73,67,939
Pro t after tax 78,85,815 9,00,90,278

CHANGE IN THE NATURE OF BUSINESS

The Company is primarily into the business of construction government infrastructure projects and development of various public civil construction/infrastructural projects in Building and Road sector. During the year under review. There has been no change in the nature of the business of the Company.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

During the year under review, your Companys total revenue stood at Rs. 1,00,52,26,515/- as compared to Rs. 2,33,61,48,324/- for the previous year, representing an reduction of 56.97%; profit before tax stood at Rs. 74,51,286/- for the year under review as compared to Rs. 13,74,58,217/- for the previous year representing an reduction of 94.58%.

DIVIDEND

In order to strengthen the financial position and funding to the ongoing projects of the Company, no dividend is recommended by the Board for the Financial Year 2018-2019.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserve out of the profits earned during the FY 2018-19.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year under review to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

MATERIAL CHANGES AND COMMITMENT 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 March, 2019 and the date of the Boards Report.

SHARE CAPITAL POSITION AS ON 31 MARCH, 2019

AUTHORIZED CAPITAL:

1,60,00,000 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 1600.00 Lakhs.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

1,56,73,260 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 1567.33 Lakhs

PAYMENT OF LISTING FEES

Annual listing fee for the year 2019-20 has been paid by the Company to NSE Limited where the shares of the Company are listed. Annual Custody/Issuer fee for the year 2019-20 has also been paid by the Company to National Securities Depository Limited and Central Depository Services (India) Limited.

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 de ciency 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.

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, 2019.

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, 2019, the Board of Directors hereby con rms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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, 2019 and of the profits of the Company for the year ended on that date;

3. 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;

4. The annual accounts of the Company have been prepared on a going concern basis;

5. 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;

6. 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

Mrs. Laxmi Devi Mundra, Whole-time Director of the Company retires by rotation in accordance with the provisions of the Article of Associations of the Company and being eligible offer herself for re-appointment. The Board recommends her re-appointment.

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.

During the year under review, Mr. Raj Kumar Sabu resigned from the post of Independent Director (Non Executive) w.e.f. 10 September, 2018.

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 March 2019 are summarized below:

Mr. Kishan Mundra DIN: 00030739
Chairman & Managing Director
Mrs. Samta Mundra DIN: 00030837
Whole-Time Director
Mrs. Laxmi Devi Mundra DIN: 00030794
Whole-Time Director
Mr. Lokedra Singh Solanki CFO
Mr. Ankit Joshi CS

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received and taken on record the individual declarations from all the Independent Directors con rming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS UNDER REGULATION 34 (3)

The certificate of Non Disquali cation of Directors under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as "Annexure F" and forms a part of this Report.

BOARD MEETINGS

Four (04) meetings of Board of Directors were convened during the financial year under review on the following dates 30.05.2018; 04.09.2018; 14.11.2018 and 12.03.2019.

Name of Directors Number of Meetings attended/ Total Meetings held during the F.Y. 2018-2019 Last AGM Attended
Mr. Kishan Mundra 04/04 Yes
Mrs. Laxmi Devi Mundra 04/04 Yes
Mrs. Samta Mundra 04/04 Yes
Mr. Raj Kumar Sabu* 02/04 Yes
Mr. Atul Chimanlal Sheth 04/04 No
Mr. Pranjal Dubey 04/04 No

*Mr. Raj Kumar Sabu resigned on 10.09.2018.

SEPERATE 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 18 February, 2019 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 its 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 constitution of the Audit Committee was approved by the Board of Directors. The Audit Committee comprises of the following Directors of the Company:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Raj Kumar Sabu* Independent Director Chairman 2
2. Mr. Pranjal Dubey Independent Director Chairman 4
3. Mr. Kishan Mundra Managing Director Member 4
4. Mr. Atul Chimanlal Sheth# Independent Director Member N.A.

* Mr. Raj Kumar Sabu resigned on 10.09.2018.

# Mr. Atul Chimanlal Sheth appointed on 08.04.2019

During the year under review four meetings were held.

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 No. of Meeting attended
1. Mr. Pranjal Dubey Independent Director Chairman 1
2. Mr. Atul Chimanlal Sheth Independent Director Member 1
3. Mr. Raj Kumar Sabu* Independent Director Member N.A.

*Mr. Raj Kumar Sabu resigned on 10.09.2018.

During the year under review one meeting was held.

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 No. of Meeting attended
1. Mr. Raj Kumar Sabu* Independent Director Chairman 1
2. Mr. Pranjal Dubey Independent Director Member 2
3. Mrs. Samta Mundra Whole-Time Director Member 2
4. Mr. Kishan Mundra# Managing Director Member N.A.

* Mr. Raj Kumar Sabu resigned on 10.09.2018.

# Mr. Kishan Mundra appointed on 25.04.2019

During the year under review two meeting were held.

Corporate Social Responsibility (CSR) Committee:

Company has constituted a CSR Committee in accordance with the provisions of section 135of 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 No. of Meeting attended
1. Mr. Kishan Mundra Managing Director Chairman 1
2. Mr. Raj Kumar Sabu* Independent Director Member N.A.
3. Mr. Pranjal Dubey Independent Director Member 1
4. Mrs. Samta Mundra Whole-time Director Member 1

* Mr. Raj Kumar Sabu resigned on 10.09.2018.

# Mrs. Samta Mundra appointed on 12.03.2019.

During the year under review one meeting was held.

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 No. of Meeting attended
1. Mr. Kishan Mundra Managing Director Chairman 9
2. Mrs. Samta Mundra Whole-Time Director Member 9

During the year under review nine meetings were held.

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.

Senior professionals conversant with risk management systems have been entrusted with the said task with a brief to implement the risk management.

SUBSIDIARIES AND ASSOCIATES

The Company doesnt have any subsidiary, associate or joint venture during the Financial Year 2018-2019 as well as at the beginning or closing of the Financial Year.

DEMATERIALIZATION

As on March 31, 2019, all equity shares of the Company are held in dematerialized form. The breakup of the equity shares as on March 31, 2019 is as follows:

Particulars No. of Shares Percentage
NSDL 77,41,725 49.39
CDSL 79,31,535 50.61
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 con rm 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 2018-19, no ordinary or special resolutions were passed through postal ballot. No special resolution is proposed to be conducted through postal ballot.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2019 made under the provisions of Section 92(3) of the Act is as "Annexure A" forming part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 2018-2019 and hence no complaint is outstanding as on 31.03.2019 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.

(Link:http://www.cmminfra.com/wp-content/uploads/2017/12/Whistle-Blower-Policy.pdf)

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on Directors Appointment and Remuneration including criteria for determining quali cations, 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 B" 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 Company being listed on the SME EMERGE Platform of National Stock Exchange of India Limited is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. 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.

SHAREHOLDING PATTERN

Distribution of Shareholding as on March 31, 2019:

Sr. No. Shareholding of Shares Number of Shareholders % of Total Shares % of Total Share Capital
1. 1 500 2 0.31 604 0.0039
2. 1001 2000 3 0.46 5200 0.0332
3. 2001 3000 408 63.35 1222239 7.7982
4. 3001 4000 1 0.16 4000 0.0255
5. 4001 5000 1 0.16 4997 0.0319
6. 5001 10000 125 19.41 862752 5.5046
7. 10001 And above 104 16.15 13573468 86.6027
Total 644 100 15673260 100

Category wise holding summary as on March 31, 2019:

Category No. of Securities No. of Shareholders % of Issued Capital
Clearing Member 45856 10 0.2926
Other Bodies Corporate 1315257 36 6.65
Other Bodies Corporate (Promoter Group) 1268980 5 8.0965
Hindu Undivided Family 235000 52 1.4994
Non Resident Indians 45000 6 0.2871
Public 3974087 526 25.3558
Promoters 8134120 6 51.8981
Hindu Undivided Family (Promoter Group) 648960 2 4.1406
Total 15673260 644 100

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 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 Annual General Meeting held on 29 September, 2019 for a period of five years i.e. till the conclusion of 18 Annual General Meeting.

The Ministry of Corporate Affairs (MCA) vide its noti cation dated 07 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 rati cation 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.

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 2018-2019. The Secretarial Audit Report for the financial year 2018-2019 is annexed herewith as "Annexure C" forming part of this report. Your Board is pleased to inform you that there are no such observations made by the Auditor in their report

The Secretarial Audit report does not contain any adverse comments, qualifications or reservations or adverse remarks.

COST AUDITOR

The Board of Directors has appointed M/s. Sushil Kumar Mantri & Associates, (Firm Registration No.: 101049) to conduct audit of the cost accounting records of the Company for the financial year 2019-2020. A resolution regarding rati cation of the remuneration payable to M/s. Sushil Kumar Mantri & Associates, forms part of the Notice convening the 14 Annual General Meeting of the Company.

Further the E-form CRA-4 for the last three financial year i.e. 2015-16; 2016-17 and 2017-18 is not led with the Registrar of Companies as on the date of Board Report.

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 D" forming part of this report.

DISCLOSURE PURSUANT TO SECTION 134(3)(M) 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.
Foreign Exchange 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 (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 noti ed vide Noti cation No. G.S.R.111(E) on 16 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 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 April 2017.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

In view of the profits and turnover of Company during the previous three financial years, it is required to undertake corporate social responsibility (CSR) projects during the year 2018-2019 under the provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Company has undertaken projects in the areas of Education and Health. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as and the "Annexure E".

CONSOLIDATED FINANCIAL STATEMENT

Since the company is not having any subsidiary, associates or joint venture, therefore, the requirement for Consolidated Financial Statements in accordance with relevant Accounting Standards (AS) is not applicable to the Company.

INDUSTRIAL RELATIONS

The Companys Industrial relations with its employees at all level continued to be cordial throughout the year under review.

GENERAL 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 during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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.

No significant and material orders have been passed by any Regulators or Court or Tribunal which can have an impact on the going concern status and the Companys operation in future.

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 uctuations, natural disasters etc.

ACKNOWLEDGMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their con dence and faith in the Company and its Management.

For and on behalf of the Board of Directors
CMM Infraprojects Limited
Kishan Mundra
Place: Indore Chairman & Managing Director
Dated: 04 September, 2019 DIN: 00030739

ANNEXURE:B

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of Listing Regulation, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors.

DEFINITIONS

"Act" means the Companies Act, 2013 and Rules made thereunder, as amended from time to time. "Board" means Board of Directors of the Company. "Company" means "CMM INFRAPROJECTS LIMITED".

"Committee" means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

"Directors" means Directors of the Company.

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

1. The Chief Executive Officer or the Managing Director or the Manager;

2. The Company Secretary;

3. The Whole-time Director;

4. The Chieffinancial Officer; and such other officer as may be prescribed

"Senior Management" means the personnel of the Company who are members of its core management team excluding Board of Directors.

"Policy" or "This policy" means Nomination and Remuneration Policy.

"Independent Director" means a Director referred to in Section 149 (6) of the Companies Act, 2013.

INTERPRETATION

Terms that have not been defined in this policy shall have the same meaning as assigned to them in the Companies Act, 2013, Listing Agreement and/ or any other SEBI Regulation(s) as amended from time to time.

NOMINATION AND REMUNERATION COMMITTEE

The Board constituted a Nomination and Remuneration Committee consisting of three or more non-executive directors out of which at least one half are independent directors. The Chairman of the Committee is an independent director.

ROLE OF THE COMMITTEE

The role of the Committee is as under:

(a) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

(b) To formulate criteria for evaluation of Independent Directors and the Board;

(c) To carry out evaluation of every Directors performance;

(d) To devise a policy on Board diversity;

(e) To identify persons who are qualified to become directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

(f) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

(g) To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meet appropriate performance benchmarks;

(h) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

POLICY FOR APPOINTMENT OF MANAGERIAL PERSONNEL, DIRECTOR, KMP AND SENIOR MANAGEMENT:

I. Appointment criteria and qualifications

(a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Managerial Personnel, Director or KMP or Senior Management and recommend to the Board his /her appointment.

(b) A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

(c) Appointment of Independent Directors is also subject to compliance of provisions of Section 149 of the Companies Act, 2013, read with Schedule IV and rules thereunder and the Listing Agreement.

(d) The proposed appointee shall also fulfill the following requirements for appointment as a director:

1. Shall possess a Director Identification Number;

2. Shall not be disqualified under the Companies Act, 2013;

3. Shall give his written consent to act as a Director;

4. Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

5. Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

6. Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

II. Removal

Due to reasons for any disquali cation mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

III. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION OF MANAGERIAL PERSONNEL, DIRECTOR, KMP AND SENIOR MANAGEMENT:

I. Remuneration to Executive Directors and Key Managerial Personnel

The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

The Executive Director and Key Managerial Personnel shall be eligible for a monthly remuneration as may be approved by the Board. The breakup of the pay scale and quantum of perquisites including employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/the Person authorized by the Board and approved by the shareholders and Central Government, wherever required.

II. Remuneration to Non-Executive and Independent Directors

The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive and Independent Directors of the Company within the overall limits approved by the shareholders.

Non-Executive and Independent Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The amount of such fees shall be decided by the Board on recommendation of the Nomination and Remuneration Committee.

The Non-Executive and Independent Directors shall also be entitled to profit related commission in addition to the sitting fees, if approved by the Board on recommendation of the Nomination and Remuneration Committee.

The remuneration payable to the Non-Executive and Independent Director shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made thereunder.

III. Remuneration to other employees

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job pro le, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

REVIEW AND AMENDMENT

The Nomination and Remuneration Committee or the Board may review and amend the Policy as and when it deems necessary. In case of any amendment(s), notification(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), notification(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification, circular(s) etc.