CMM Infraprojects Ltd Directors Report.

To,

The Members of

CMM Infraprojects Limited

have the pleasure of presenting the 15th 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 31,2020.

SYNOPSIS OF PROFIT AND LOSS ACCOUNT

The Companys Performance during the financial year ended March 31, 2020 as compared to the previous financial year is summarised below:

Particulars 2019-20 2018-19
Revenue from operations 70,32,82,547 98,29,73,192
Other income 1,36,44,244 2,22,53,323
Total revenue 71,69,26,791 1,00,52,26,515
Expenses 70,78,57,013 99,77,75,229
Profit/ (Loss) before interest, depreciation, amortization and taxes (EBITDA) 9,49,93,409 11,19,52,447
Depreciation and Amortisation 2,28,72,223 2,74,27,296
Finance Cost 6,30,51,408 7,70,73,865
Profit before tax 90,69,778 74,51,286
Tax expenses (19,70,058) (4,34,529)
Profit after tax 1,10,39,836 78,85,815

CHANGE IN THE NATURE OF BUSINESS

The Company is primarily into the business of construction of 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 ofthe business ofthe Company.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

During the year under review, your Companys total revenue stood at Rs. 71,69,26,791/- as compared to Rs. 1,00,52,26,515/- for the previous year, representing an reduction of 28.68% profit before tax stood at Rs. 90,69,778/- for the year under review as compared to Rs. 74,51,286/- for the previous year representing an increase of 21.72%.

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

It is not proposed to transfer any amount to reserve out ofthe profits earned during the FY2019-2020.

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.

EMERGENCE OF COVID-19 PANDEMIC

The outbreak of CoVID-19 was declared as a pandemic by the World Health Organization, which has infected millions number of people globally. CoVID-19 is seen having an unprecedented impact on people and economies worldwide. Due to CoVID-19 and in compliance with the directives of the Government of India/State Government / Local Authorities, the Company had during lockdown continued with the operations at different site at Madhya Pradesh. The uncertainty arising from the extended lockdown and the evolving situation while restarting the work may delay completion ofthe work.

The Company is following Government Directives regarding health and safety of all employees and has already adopted the practice of work from home for its employees in order to minimize the risk and contain the spread of CoVID-19. In the operations, focus is being maintained on social distancing and hygienic practices, for the safety ofthe workers/labours at different sites.

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 ofthe Company, to which the financial statements relate, i.e. 31st March, 2020 and the date ofthe Boards Report.

SHARE CAPITAL POSITION AS ON 31st MARCH, 2020 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 2020-2021 has been paid by the Company to NSE Limited where the shares of the Company are listed. Annual Custody/Issuer fee for the year 2020-2021 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 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 ofthe 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, 2020.

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 31,2020, the Board of Directors hereby confirms that:

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

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, 2020 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

Mr. Kishan Mundra, Managing Director of the Company retires by rotation in accordance with the provisions of the Article of Associations ofthe Company and being eligible offer himself for re-appointment. The Board recommends his 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 ofthe Company.

Details ofthe proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting.

CONFIRMATION OF APPOINTMENT

1. Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sameer Tiwari (DIN: 00883780) is appointed as Additional Director of the Company with effect from 27th February, 2020 and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Independent Director of the Company to hold office for 5 (five) consecutive years.

2. Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Jitendra Tolani (DIN: 07152307) is appointed as Additional Director of the Company with effect from 27th February, 2020 and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Independent Director of the Company to hold office for 5 (five) consecutive years.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, Key Managerial Personnel of the Company as on 31st March 2020 are summarized below:

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

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 ofNon Disqualification 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 30.05.2019; 04.09.2019; 14.11.2019 and 27.02.2020.

Name of Directors Number of Meetings attended/ Total Meetings held during the F.Y. 2019-2020 Last AGM Attended
Mr. Kishan Mundra 05/05 Yes
Mrs. Laxmi Devi Mundra 05/05 Yes
Mrs. Samta Mundra 05/05 Yes
Mr. Atul Chimanlal Sheth * 04/04 No
Mr. Pranjal Dubey 05/05 Yes
Mr. Jitendra Tolani# -- N.A.
Mr. Sameer Tiwari# -- N.A.

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 is required to be held every year. As per Circular no. General Circular No. 11 /2020 dated 24-03-2020 whereby due to CoVID-19 pandemic several relaxations have been given by MCA. As per Circular "As per Para VII (1) of Schedule IV to the CA-13, independent directors (IDs) are required to hold at least one meeting without the attendance of Non Independent directors and members of management. For the financial year 2019-2020, if the IDs of a company have not been able to hold such a meeting, the same shall not be viewed as a violation. The IDs, however, may share their views amongst themselves through telephone or e-mail or any other mode of communication, if they deem it to be necessary." Generally before the end of FY the IDs of the company held their meeting but nationwide lockdown due to CoVID-19, the same could not be held. Considering the same, the IDs of the company decided not to call their meeting and hence the meeting is not held for the FY 19-20.

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 ofAudit 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 ofthe following Directors ofthe Company:

S. No. Name of Director Nature of Directorship Designation in the Committee No. of Meeting attended
1. Mr. Pranjal Dubey Independent Director Chairman 5
2. Mr. Jitendra Tolani* Independent Director Member N.A.
3. Mr. Kishan Mundra Managing Director Member 5
4. Mr. Atul Chimanlal Sheth# Independent Director Member 4

*Appointed on 27.02.2020 #Resigned on 16.02.2020

The Audit Committee which met five times during the year 2019-2020, held its meetings on 08- 04-2019; 30-05-2019; 04-09-2019; 1411-2019 and 27-02-2020.

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 -
3. Mr. Jitendra Tolani* Independent Director Member N.A.
4. Mr. Sameer Tiwari* Independent Director Member N.A.

*Appointed on 27.02.2020 #Resigned on 16.02.2020

The Committee which met once during the year 2019-2020, held its meeting on 27-02-2020.

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. Pranjal Dubey Independent Director Chairman 1
2. Mrs. Samta Mundra Whole-Time Director Member 1
3. Mr. Kishan Mundra Managing Director Member 1

The Committee which met once during the year 2019-2020, held its meeting on 25-04-2019.

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 No. of Meeting attended
1. Mr. Kishan Mundra Managing Director Chairman 1
2. Mr. Pranjal Dubey Independent Director Member 1
3. Mrs. Samta Mundra Whole-time Director Member 1

During the year, one meeting ofthe CSR Committee was held on 27-02-2020.

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 -
2. Mrs. Samta Mundra Whole-Time Director Member -

During the year under review no meeting was 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. 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 ofthe Company evaluates the risk management system regularly.

SUBSIDIARIES AND ASSOCIATES

The Company doesnt have any subsidiary, associate or joint venture during the Financial Year 2019-2020 as well as at the beginning or closing ofthe Financial Year.

DEMATERIALIZATION:

As on March 31, 2020, all equity shares of the Company are held in dematerialized form. The breakup of the equity shares as on March 31,2020 is as follows:

Particulars No. of Shares Percentage
NSDL 78,65,768 50.19
CDSL 78,07,492 49.81
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 ofissued, paid up, listed and admitted capital ofthe Company.

POSTAL BALLOT

During FY 2019-2020, 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 31,2020 made under the provisions of Section 92(3) ofthe 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 2019-2020 and hence no complaint is outstanding as on 31.03.2020 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 ofthe 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 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 B" forming part ofthis report.

Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises ofthe 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 ofthe provisions ofthe Corporate Governance voluntarily.

SHAREHOLDING PATTERN

Distribution of Shareholding as on March 31, 2020:

Sr. No.

Shareholding of Shares

Number of Shareholders % of Total Shares % of Total Share Capital
1. 1 500 1 0.16 100 0.00
2. 501 1000 1 0.16 539 0.00
3. 1001 2000 3 0.49 5000 0.04
4. 2001 3000 377 61.50 1131000 7.22
5. 3001 4000 2 0.33 7613 0.05
6. 4001 5000 1 0.16 5000 0.03
7. 5001 10000 114 18.60 777900 4.96
8. 10001 And above 114 18.60 13746108 87.70
Total 613 100.00 15673260 100.00100

Category wise holding summary as on March 31, 2020:

Category No. of Securities No. of Shareholders % of Issued Capital
Clearing Member 6100 2 0.04
Other Bodies Corporate 1306901 33 8.34
Other Bodies Corporate (Promoter Group) 1268980 5 8.10
Hindu Undivided Family 230497 46 1.47
Non Resident Indians 42000 6 0.27
Non Resident (Non Repatriable) 24000 1 0.15
Public 4165289 512 26.57
Promoters 7980533 6 50.92
Hindu Undivided Family (Promoter Group) 648960 2 4.14
Total 15673260 613 100.00

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 ofthe Company i.e. 12*1 October, 2017 and same has been hosted on the website ofthe Company.

IMPACT OF COVID-19

The global economy is confronting with an unprecedented CoVID- 19 pandemic which has a rippling effect on the real GDP business of all the affected countries. In Indian context, almost all the sectors are impacted due to lock down and the social distancing restrictions, migration of labour, unavailability of labour at sites and etc, resulting in delays in completion of projects followed by delays in release of payments from various departments whose works are being performed at different places, which affected the financial stability of the Company. The resilience depends on the health & societal factors like disease progression, vaccine development, spending habits, timely availability of labour force etc.

Despite uncertainty surrounding the CoVID-19 pandemic and lockdown restrictions, the Company believes that, post lockdown; supportive measures and stimuli from the Central/State and Local Government & Reserve Bank of India will help the economy to regain its growth. The company expect that Government of India Schemes like Atma Nirbhar Bharat, Make in India etc. will boost the domestic sector immensely.

However the impact assessment of CoVID-19 is a continuing process, given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to future economic conditions.

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT

STATUTORY AUDITORS

M/s. SPARK & Associates, Chartered Accountants (FRN: 005313C), the Statutory Auditors of the Company were appointed as the Statutory Auditors of the Company in the 13th Annual General Meeting held on 29th September, 2018 for a period of five years i.e. till the conclusion of 18th Annual General Meeting.

The Ministry of Corporate Affairs (MCA) vide its notification dated 07th May, 2018 has omitted the requirement under first proviso to

Section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit & Auditors) Rules, 2014, regarding ratification of appointment of Statutory Auditors by Shareholders at every subsequent Annual General Meeting.

Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

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 20192020. The Secretarial Audit Report for the financial year 2019-2020 in prescribed Form MR-3 is appended hereto as "Annexure C" forming part ofthis report.

The Secretarial Audit report contains the following qualifications, reservations or adverse remarks as follows:

1. Internal Auditor was not appointed for the Financial Year 2019-20 in accordance with Section 138 ofthe Companies Act, 2013;

2. The Cost Audit Report for the financial year 2018-19 in prescribed E-form CRA-4 is still pending for filing.

3. The Composition of Nomination & Remuneration Committee is in non-compliances till 26-02-2020 as per the provisions of the Companies Act, 2013.

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.

Managements Reply:

1. The Company had tried to find an internal auditor for the financial year 2019-2020, however could not find a suitable candidate. The management will comply the same for the financial year 2020-2021.

2. The management will try to file the pending cost audit report with the Registrar ofthe Company as soon as possible. The management further make sure to comply with the provisions related to Cost Audit within time line in future.

3. The committees constitution was in non-compliance till 27th February, 2020, consequent to Resignation of one of a Non-Executive Director of the Company. During the year under review, the Company approached number of professional for the position, however could not find a suitable person. Hence, the non compliance persists till 27.02.2020 in the Nomination and Remuneration Committee in line with the provisions of Companies Act, 2013.

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.

INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. BDMV & CO. Chartered Accountant (Firm Registration No. : 101256W), as the Internal Auditor of the Company for Financial year 2020-2021.

COST AUDITOR

The Board of Directors has appointed M/s. Sushil Kumar Mantri & Associates, Cost Accountant in Practice as Cost Auditors (Firm Registration No.: 101049) to undertake audit of the cost accounting records of the Company for the financial year 2020-2021. A resolution regarding ratification of the remuneration to M/s. Sushil Kumar Mantri & Associates, forms part of the Notice convening the 15th Annual General Meeting ofthe Company.

Further the E-form CRA-4 for the last four financial years i.e. 2015-16, 2016-17, 2017-18 and 2018-19 is not filed with the Registrar of Companies.

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 ofthis 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 ofthe financial year) : N.A.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) ifnot 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 notified vide Notification No. G.S.R.111(E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME (EMERGE) Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND- AS for preparation of Financial Statements beginning with period on or after 1st April 2017.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of CSR are not applicable on the Company for the Financial Year 2019-2020 taking into account the financials of immediate preceding Financial Year i.e.2018-19. 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 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.

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) ofthe 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 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.

For and on behalf of the Board of Directors

CMM Infraprojects Limited

Kishan Mundra
Chairman & Managing Director
Place : Indore DIN: 00030739
Date : 04th September, 2020